Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 22, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Entity Registrant Name | iCoreConnect Inc. | ||
Entity Central Index Key | 0001408057 | ||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2022 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Entity Common Stock Shares Outstanding | 193,127,726 | ||
Entity Public Float | $ 9.7 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-52765 | ||
Entity Incorporation State Country Code | NV | ||
Entity Tax Identification Number | 13-4182867 | ||
Entity Interactive Data Current | Yes | ||
Amendment Description | On May 18, 2023, iCoreConnect, Inc. (“the Company”) management and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”), after discussion with Company legal advisors, concluded that it is appropriate to restate the Company’s previously issued: (i) audited financial statements as of December 31, 2021 and 2022, which were included in the Company’s Annual Reports on Form 10-K, originally filed with the SEC on March 23, 2023, respectively, and (ii) unaudited financial statements for the quarters ended September 30, 2021, March 31, 2022, June 30, 2022, and September 30, 2022, which were included in the Company’s Quarterly Reports on Form 10-Q, originally filed with the SEC on November 15, 2021, May 12, 2022, August 12, 2022, and November 14, 2022, respectively (the “Impacted Filings”). Considering such restatements, the Company concluded that the financial statements included in the Impacted Filings should no longer be relied upon. Similarly, any previously furnished or filed reports, related earnings releases, investor presentations or similar communications of the Company describing the Company’s financial results included in the Impacted Filings should no longer be relied upon. Restatement BackgroundThe restatements are related to the accounting treatment of certain warrants issued by the Company in 2021 with provisions (the “down round provisions”) that required the lowering of the exercise price of the warrant and a proportionate increase in the number of shares underlying the warrants upon the issuance of new securities at a price per shares that is lower than the exercise price of the original warrant. The Company did not properly account for such down round provisions when the criteria for revaluation was met. The down round provisions require the Company to record a non-cash charge for the incremental fair value of the additional shares to be issued upon the occurrence of the triggering event. The Company applied ASU 2017- 11 Simplifying Accounting for Certain Financial Instruments with Characteristics of Liabilities and Equity (“ASU 201-11”) to determine the proper accounting for the errors. The incremental charges were recorded as a Dividend to Common Stockholders which increased the Net Loss Attributable to Common Stockholders and the Net Loss per share, basic and diluted. The errors and the required restatement had an effect on the Company’s net income and earnings per share in the Statement of Operations for the years ended December 31, 2022 and 2021 reporting date and had no impact on the Company’s Balance Sheets, Statement of Changes in Shareholders’ Equity (Deficit) or Statements of Cash Flows. Management has previously concluded that a deficiency in internal control over financial reporting existed relating to the accounting treatment for complex financial instruments and that the failure to properly account for such instruments constitute a material weakness as defined in the SEC regulations. As a result of the errors described above, and the need to restate previous filings, management has further identified deficiencies within its corporate governance practices, as the Company did not have the necessary controls in place to understand the impact on equity holders and monitor the issuance of instruments with down round features. The Company is filing this Amendment to amend and restate the Original Financial Statement with modifications as necessary to reflect the restatements. The following items have been amended to reflect the restatements: Part I, Item 1A, Risk Factors Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations Part II, Item 8, Financial Statements and Supplementary Disclosures Part II, Item 9A, Controls and Procedures Part IV, Item 15, Exhibits to Financial Statement Schedules In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended or the Exchange Act, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of this filing in connection with this Form 10-K/A (Exhibits 31.1, 31.2, 32.1 and 32.2) Except as discussed above and Note 2 in the Notes to Financial Statements, the Company has not modified or updated disclosures presented in the Amended Annual Report. Accordingly, except as set forth above, the Amended Annual Report does not reflect events occurring after the original Annual Report was issued and no modifications have been made to update those disclosures affected by subsequent events. Accordingly, this filing should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing. | ||
Icfr Auditor Attestation Flag | false | ||
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 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, NY | ||
Auditor Firm Id | 688 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
ASSETS | ||
Cash | $ 196,153 | $ 71,807 |
Accounts receivable, net | 414,809 | 629,047 |
Prepaid expenses and other current assets | 480,706 | 312,286 |
Total current assets | 1,091,668 | 1,013,140 |
Property and equipment, net | 74,194 | 92,562 |
Right of use lease asset - operating | 944,487 | 99,054 |
Software development costs, net | 531,061 | 592,781 |
Acquired technology, net | 79,428 | 277,966 |
Customer relationships, net | 2,350,380 | 3,069,874 |
Goodwill | 1,484,966 | 1,484,966 |
Total long-term assets | 5,464,516 | 5,617,203 |
TOTAL ASSETS | 6,556,184 | 6,630,343 |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||
Accounts payable and accrued expenses | 2,336,174 | 1,641,750 |
Operating lease liability, current portion | 169,417 | 66,738 |
Current maturities of long-term debt, net of discounts | 4,279,531 | 2,325,339 |
Deferred revenue, current portion | 13,847 | 20,419 |
Total current liabilities | 6,798,969 | 4,054,246 |
Long-term debt, net of current maturities | 1,449,261 | 1,538,488 |
Operating lease liability, net of current portion | 809,458 | 32,318 |
Total long-term liabilities | 2,258,719 | 1,570,806 |
TOTAL LIABILITIES | 9,057,688 | 5,625,052 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred Stock, par value $0.001; 10,000,000 shares authorized; Issued and Outstanding: 0 as of December 31, 2022 and 0 as of December 31, 2021. | 0 | 0 |
Common Stock par value $0.001; 600,000,000 shares authorized; Issued and Outstanding: 181,320,528 as of December 31, 2022 and 167,493,479 as of December 31, 2021 | 181,321 | 167,493 |
Additional paid-in-capital | 86,192,262 | 83,633,061 |
Accumulated deficit | (88,875,087) | (82,795,263) |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | (2,501,504) | 1,005,291 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 6,556,184 | $ 6,630,343 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
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 | 181,320,528 | 167,493,479 |
Common stock, shares Outstanding | 181,320,528 | 167,493,479 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenue | $ 7,987,902 | $ 4,956,552 |
Cost of sales | 2,243,253 | 1,580,390 |
Gross profit | 5,744,649 | 3,376,162 |
Expenses | ||
Selling, general and administrative | 9,254,670 | 5,232,839 |
Depreciation and amortization | 1,292,085 | 1,430,805 |
Total operating expenses | 10,546,755 | 6,663,644 |
Loss from operations | (4,802,106) | (3,287,482) |
Interest expense | (785,406) | (500,878) |
Finance charges | (426,419) | (1,513,366) |
Other income (expense) | (65,893) | 7,497 |
Gain on cancellation of PPP loan | 0 | 330,047 |
Total other expense | (1,277,718) | (1,676,700) |
Net loss | (6,079,824) | (4,964,182) |
Dividends to Common Stockholders | (1,794,704) | (814,552) |
Net loss attributable to Common Stockholders | $ (7,874,528) | $ 5,778,734 |
Net loss per share, basic and diluted | $ (0.05) | $ (0.04) |
Weighted average number of shares, basic and diluted | 172,123,855 | 146,726,959 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Total | Common Stock [Member] | Additional Paid-In Capital | Accumulated Deficit |
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 | 42,719,600 | |||
Stock issued for cash, amount | 2,776,230 | $ 42,720 | 2,733,510 | |
Stock issued for conversion of fees for services payable, shares | 16,376,047 | |||
Stock issued for conversion of fees for services payable, amount | 818,803 | $ 16,376 | 802,427 | |
Stock compensation expense, shares | 3,151,416 | |||
Stock compensation expense, amount | 151,357 | $ 3,151 | 148,206 | |
Stock issued as origination fee in convertible debt agreement, shares | 3,980,000 | |||
Stock issued as origination fee in convertible debt agreement, amount | 1,513,366 | $ 3,980 | 1,509,386 | |
Stock issued for asset acquisition of Advantech, shares | 5,000,000 | |||
Stock issued for asset acquisition of Advantech, amount | 500,000 | $ 5,000 | 495,000 | |
Stock issued for asset acquisition of Business Computer Solutions, shares | 250,000 | |||
Stock issued for asset acquisition of Business Computer Solutions, amount | 25,000 | $ 250 | 24,750 | |
Stock issued for asset acquisition of Spectrum Technology Solutions, shares | 4,046,617 | |||
Stock issued for asset acquisition of Spectrum Technology Solutions, amount | 500,000 | $ 4,047 | 495,953 | |
Stock issued for conversion of convertible debt, shares | 1,888,463 | |||
Stock issued for conversion of convertible debt, amount | 313,657 | $ 1,888 | 311,769 | |
Net loss | (4,964,182) | $ 0 | 0 | (4,964,182) |
Balance, shares at Dec. 31, 2021 | 167,493,479 | |||
Balance, amount at Dec. 31, 2021 | 1,005,291 | $ 167,493 | 83,633,061 | (82,795,263) |
Stock issued for cash, shares | 5,722,844 | |||
Stock issued for cash, amount | 450,000 | $ 5,723 | 444,277 | |
Stock compensation expense, shares | 8,426,837 | |||
Stock compensation expense, amount | 1,817,123 | $ 8,428 | 1,808,695 | |
Stock issued for conversion of convertible debt, shares | 227,368 | |||
Stock issued for conversion of convertible debt, amount | 22,387 | $ 227 | 22,160 | |
Net loss | (6,079,824) | $ 0 | 0 | (6,079,824) |
Stock repurchased and cancelled, shares | (1,250,000) | |||
Stock repurchased and cancelled, amount | (100,000) | $ (1,250) | (98,750) | |
Stock issued as origination fee in convertible debt agreement | 426,419 | 426,419 | ||
Stock issued for exercise of Common Stock Options, shares | 700,000 | |||
Stock issued for exercise of Common Stock Options, amount | 2,100 | $ 700 | 1,400 | |
Repurchase of common stock warrants | (45,000) | (45,000) | ||
Balance, shares at Dec. 31, 2022 | 181,320,528 | |||
Balance, amount at Dec. 31, 2022 | $ (2,501,504) | $ 181,321 | $ 86,192,262 | $ (88,875,087) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (6,079,824) | $ (4,964,182) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 22,521 | 143,406 |
Amortization expense | 1,269,564 | 1,287,853 |
Finance charges | 426,419 | 1,513,366 |
Forgiveness of PPP loan | (330,047) | |
Change in allowance for doubtful accounts | 261,717 | 0 |
Stock compensation expense | 1,717,123 | 331,945 |
Non-cash interest expense | 603,146 | 106,555 |
Changes in assets and liabilities: | ||
Accounts receivable | (47,479) | (467,353) |
Prepaid expenses and other current assets | (26,420) | (292,183) |
Right of use asset, net of lease liability | 34,386 | (136,659) |
Accounts payable and accrued expenses | 552,424 | (33,560) |
Deferred revenue | (6,572) | (55,389) |
NET CASH USED IN OPERATING ACTIVITIES | (1,272,995) | (2,896,248) |
INVESTING ACTIVITIES | ||
Cash portion of consideration paid to acquire Advantech | 0 | (1,773,056) |
Cash portion of consideration paid to acquire Business Computer Systems | 0 | (94,880) |
Cash portion of consideration paid to acquire Spectrum Technology Solutions | 0 | (1,350,000) |
Purchases of capital assets | (4,153) | (55,027) |
Additions to capitalized software | (289,812) | (245,541) |
NET CASH USED IN INVESTING ACTIVITIES | (293,965) | (3,518,504) |
FINANCING ACTIVITES | ||
Net proceeds from debt | 3,585,000 | 3,261,488 |
Payments on debt | (2,323,181) | (510,650) |
Proceeds from issuance of common stock | 450,000 | 2,776,230 |
Conversion of convertible debt into common stock | 22,387 | 319,057 |
Conversion of fees for services payable | 0 | 632,815 |
Proceeds from exercise of employee stock options | 2,100 | 0 |
Repurchase of warrants for common stock | (45,000) | 0 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,691,306 | 6,478,940 |
NET CHANGE IN CASH | 124,346 | 64,188 |
CASH AT BEGINNING OF THE PERIOD | 71,807 | 7,619 |
CASH AT END OF THE PERIOD | 196,153 | 71,807 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid during the period for interest | 696,355 | 0 |
Stock issued for acquisition of Advantech | 0 | 500,000 |
Stock issued for acquisition of Business Computer Solutions | 0 | 25,000 |
Stock issued for acquisition of Spectrum Technology Solutions | 0 | 500,000 |
Stock issued for conversion of notes payable | 22,387 | 63,846 |
Dividends to Common Stockholders | $ 1,794,704 | $ 814,552 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
NATURE OF OPERATIONS | |
NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS iCoreConnect Inc., (the “Company”), a Nevada Corporation, is a cloud-based software and technology company focused on increasing workflow productivity and customer profitability through its enterprise platform of applications and services. |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2022 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS On May 18, 2023 the Company determined that it not had not properly accounted for certain warrants issued by the Company in 2021 with provisions (the “down round provisions”) that required the lowering of the exercise price of the warrant and a proportionate increase in the number of shares underlying the warrants upon the issuance of new securities at a price per shares that is lower than the exercise price of the original warrant as per ASU 2017-11. The Company did not properly account for such down round provisions when the criteria for revaluation was met. The down round provisions require the Company to record a non-cash charge for the incremental fair value of the additional shares to be issued upon the occurrence of the triggering event which is $1,794,704 and $814,552 for the years ended December 31,2022 and 2021, respectively. The Company’s management and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”), after discussion with Company legal advisors, concluded that it is appropriate to restate the Company’s previously issued: (i) audited financial statements as of December 31, 2022 and 2021, which were included in the Company’s Annual Reports on Form 10-K, originally filed with the SEC on March 23, 2023, respectively, and (ii) unaudited financial statements for the quarters ended September 30, 2021, March 31, 2022, June 30, 2022, and September 30, 2022, which were included in the Company’s Quarterly Reports on Form 10-Q, originally filed with the SEC on November 15, 2021, May 12, 2022, August 12, 2022, and November 14, 2022, respectively (the “Impacted Filings”). Considering such restatements, the Company concluded that the financial statements included in the Impacted Filings should no longer be relied upon. Similarly, any previously furnished or filed reports, related earnings releases, investor presentations or similar communications of the Company describing the Company’s financial results included in the Impacted Filings should no longer be relied upon. The March 31, 2022 and June 30, 2022 interim financial statements included on Form 10-Q are not being restated. The updated totals for warrants outstanding at the end of each of these periods is presented below. All other information included in the interim financial statements is unchanged. The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the periods, indicated: Audit Periods For the Years Ended December 31, 2022 December 31,2021 As Reported Restatement Adjustment As Restated As Reported Restatement Adjustment As Restated Net loss $ (6,079,824 ) $ - $ (6,079,824 ) $ (4,964,182 ) $ - $ (4,964,182 ) Dividend to Common Stockholders - (1,794,704 ) (1,794,704 ) - (814,552 ) (814,552 ) Net loss attributable to Common Stockholders $ (6,079,824 ) $ (1,794,704 ) $ (7,874,528 ) $ (4,964,182 ) $ (814,552 ) $ (5,778,734 ) Net loss per share available to common stockholders, basic and diluted $ (0.04 ) $ (0.01 ) $ (0.05 ) $ (0.03 ) $ (0.01 ) $ (0.04 ) Weighted average number of shares, basic and diluted 172,123,855 172,123,855 146,726,959 146,726,959 Quarterly Periods As Reported Additional Warrants Related to Down Round As Restated March 31, 2022 10,600,000 8,750,000 19,350,000 June 30, 2022 10,600,000 8,750,000 19,350,000 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
NATURE OF OPERATIONS | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in United States dollars and include the accounts of the Company’s wholly owned subsidiaries, with all intercompany transactions eliminated. They have been prepared on the accrual basis in accordance with accounting principles generally accepted in the United States (GAAP). Significant accounting principles followed by the Company and the methods of applying those principles, which materially affect the determination of financial position, results of operations and cash flows are summarized below. 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. The Company utilizes fair value measurements primarily in conjunction with the valuation of assets acquired and liabilities assumed in a business combination. In addition, certain nonfinancial assets and liabilities are to be measured at fair value on a nonrecurring basis in accordance with applicable GAAP. In general, nonfinancial assets including goodwill, other intangible assets and property and equipment are measured at fair value when there is an indication of impairment and are recorded at fair value only when an impairment is recognized. As allowed by applicable FASB guidance, the Company has elected not to apply the fair value option for financial assets and liabilities to 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 value of its outstanding financial instruments as of December 31, 2022 and 2021, approximated their fair value due to their short-term nature. Cash The Company classifies highly liquid temporary investments with an original maturity of three months or less when purchased as cash equivalents. The Company maintains cash balances at various financial institutions. Balances at United States banks are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk for cash on deposit. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are customer obligations due under normal trade terms. 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 our customers were to deteriorate, resulting in their inability to make specific required payments, additions to the allowance for doubtful accounts may be required. In addition, if the financial condition of our customers improves and collections of amounts outstanding commence or are reasonably assured, then we may reverse previously established allowances for doubtful accounts. The Company has estimated and recorded an allowance for doubtful accounts of $65,000 and $36,142 as of December 31, 2022 and 2021, respectively. Property, Equipment and Depreciation Property, equipment, and leasehold improvements are recorded at their historical cost. Depreciation and amortization have been determined using the straight-line method over the estimated useful lives of the assets which are computers and office equipment (3 years) leasehold improvements (5years) and for office furniture and fixtures (7 years). The cost of repairs and maintenance is charged to operations in the period incurred. Software Development Costs and Acquired Software The Company accounts for software development costs, including costs to develop software products or the software component of products to be sold to external users. In accordance with ASC 985-730, Computer Software Research and Development, research and planning phase costs are expensed as incurred and development phase costs including direct materials and services, payroll and benefits and interest costs are capitalized. We have determined that technological feasibility for our products to be marketed to external users was reached before the release of those products. As a result, the development costs and related acquisition costs after the establishment of technological feasibility were capitalized as incurred. Capitalized costs for software to be sold to external users and software acquired in a business combination are amortized based on current and projected future revenue for each product with an annual minimum equal to the 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 6 primary sources of revenue as of December 31, 2022 1. Electronic Prescription Software 2. Insurance Verifications 3. ICD-10 Medical Coding Software 4. Encrypted and HIPAA Compliant Secure email 5. Analytics 6. 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 the software as a service (‘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 service (“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 software as a service (“SaaS”) model with revenues recognized ratably over the contract term. 5) Analytics automatically compiles real-time KPI data on an intuitive dashboard which saves time and helps focus the team during the morning huddle. Additionally, the Practice Metrics page provides custom reporting with rich graphics helping management to view revenue, claims, AR, scheduling and more. 6) MSaaS software services are provided on an annual subscription basis using the software as a service (‘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) offering, 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 software as a service (SaaS) offering, 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. 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 Statement of Operations. Amounts billed to a customer for shipping and handling are reported as revenue on the Statement of Operations. Advertising Costs Advertising costs are reported in general and administrative expenses and include advertising, marketing and promotional programs and are charged as expenses in the year in which they are incurred. Advertising costs were $525,533 and $350,318 for the years ended December 31, 2022 and 2021, respectively. Accounting for Derivative Instruments The Company accounts for derivative instruments in accordance with ASC 815, which requires additional disclosures about the Company’s objectives and strategies for using derivative instruments, how the derivative instruments and related hedged items are accounted for, and how the derivative instruments and related hedging items affect the financial statements. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. Terms of convertible debt and preferred stock instruments are reviewed to determine whether or not they contain embedded derivative instruments that are required under ASC 815 to be accounted for separately from the host contract and recorded on the balance sheet at fair value. The fair value of derivative liabilities, if any, is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results. Freestanding warrants issued by the Company in connection with the issuance or sale of debt and equity instruments are considered to be derivative instruments. Pursuant to ASC 815, an evaluation of specifically identified conditions is made to determine whether the fair value of warrants issued is required to be classified as equity or as a derivative liability. Financial Instruments With Down Round Features With respect to financial instruments, the Company follows the guidance of FASB ASU 2017-11, “Earnings per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. Whereby 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. The Company accounts for instruments with Most Favored Nations (the “MFN”) terms or conditions similar to that of a down round feature. The impact of such terms or conditions will be accounted for when the event occurs. 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 to 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, and shares issuable on conversion of promissory 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 capital surplus, 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 October 2021, the FASB issued Accounting Standards Update No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contract with Customers” (“ASU 2021-08”). The Company is currently evaluating the potential impact the adoption of this ASU will have on its Financial Statements. The Company does not believe that any other issued, but not yet effective accounting standards, if currently adopted, will have a material effect on the Company’s financial position, results of operations and cash flows. Going Concern and Liquidity U. S. GAAP requires management to assess a company’s ability to continue as a going concern within one year from the financial statement issuance and to provide related note disclosures in certain circumstances. 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 fiscal year period ended December 31, 2022, the Company generated an operating loss of $4,802,106. In addition, the Company has an accumulated deficit, and net working capital deficit of $88,875,087 and $5,707,301. 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. Currently, management continues to develop its healthcare communications system and continues to develop alliances with strategic partners to generate revenues that will sustain the Company. Management will also seek to raise additional funds. 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. |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
Dec. 31, 2022 | |
COMMON STOCK | |
COMMON STOCK | 4. COMMON STOCK (As Restated) Stock Issuances During the year ended December 31, 2022, the Company issued 13,827,049 shares of common stock. of which 5,722,844 shares of common stock were issued for cash of $450,000. The Company also issued 227,368 shares of common stock for the conversion of $22,387 of convertible debt. 700,000 shares of common stock were issued for the exercise of common stock options for a value of $2,100. 8,426,837 shares of common stock were issued related to stock-based compensation for a value of $1,817,123. The Company also repurchased and cancelled 1,250,000 shares of common stock with a value of $100,000. During the year ended December 31, 2021 the Company issued 42,719,600 shares of common stock for cash of $2,776,230. The Company issued 3,980,000 shares of common stock to debt holders as inducements to issue debt valued at $1,513,366. Common stock of 9,296,617 was issued in conjunction with the acquisition of the assets of Advantech, BCS and Spectrum Technology Solutions with a value of $1,025,000. The Company issued common stock in the amount of 1,888,463 related to the conversion of $188,846 of convertible debt. The Company issued 3,151,416 shares of common stock for stock compensation expense of $331,945. The Company issued 16,376,047 shares of common stock for conversion of services related payables of $638,215. Stock Options Certain employees and executives have been granted options or warrants that are compensatory in nature. A summary of option activity for the year ended December 31, 2022 and 2021 are presented below: 2021 Options Outstanding Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term in Years Aggregate Intrinsic Value Balance Outstanding - January 1, 2021 1,775,000 $ 0.24 7.7 $ - Granted 30,880,000 $ 0.12 9.9 Exercised (10,000 ) 0.15 Forfeited - $ - Balance Outstanding - December 31, 2021 32,645,000 $ 0.12 9.8 $ - Exercisable - December 31, 2021 1,395,000 $ 0.24 6.7 $ - 2021 Nonvested Options Number of Options Weighted Average Grant Date Fair Value Weighted Average Remaining Years to Vest Nonvested - January 1, 2021 - $ - - Granted 30,880,000 $ - 9.9 Vested - $ - - Forfeited/expired - - - Nonvested - December 31, 2021 30,880,000 $ - 9.9 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 32,645,000 $ 0.12 9.8 $ - Granted 300,000 $ 0.12 9.0 - Exercised (700,000 ) 0.00 5.5 - Forfeited (10,000 ) $ 0.15 6.2 - Balance Outstanding - December 31, 2022 32,235,000 $ 0.13 8.8 $ - Exercisable - December 31, 2022 9,891,666 $ 0.12 8.8 $ - 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 $ - 9.8 Granted 300,000 $ - 9.0 Vested (8,126,666 ) $ - 8.3 Forfeited/expired - - - Nonvested - December 31, 2022 23,053,334 $ - 8.8 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. On March 29, 2021, the Company’s Board of Directors approved the grant of 200,000 restricted shares of common stock to Directors of the Company, for services to be rendered during 2020, all of which shares vested on December 31, 2021. Compensation expense related to this grant for the year 2021 was $10,000 based upon the estimated fair value of our common stock of $0.05 per share. On March 29 2021 the Company’s Board of Directors approved the granting of restricted shares of common stock to the Chief Executive Officer for bonus related to 2021 service. The Chief Executive Officer could earn fully vested restricted stock based on revenue bands; 800,000 for revenues from $2,600,000 to $3,200,000; 1,200,000 for revenues of $3,200,001 to $4,500,000; 1,600,000 for revenues of $4,500,001 to $5,999,999; or 2,000,000 for revenues above $6,000,000. Based on revenues for 2021 the Chief Executive Officer earned 1,600,000 restricted shares of common stock which vested on December 31, 2021. The Company record the fair value of the compensation totaling $176,160 in 2021. On December 31, 2022, the Company’s Board of Directors approved the grant of 250,000 restricted share of common stock to each of the Directors of the Company, for services to be rendered during 2021 and 2022, all of which vested on December 31, 2022. Compensation expense related to this grant for the year 2022 was $122,375 based upon fair value of our common stock of $0.089 per share. The Company’s Board of Directors also approved the granting of restricted shares of common stock for employee performance related to 2021 performance with a fair value of $160,645. The Board also approved on January 3, 2023 4,000,000 shares of restricted stock related to the Chief Executive Officer for bonus related to 2022 service with a fair value of $356,000. 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 year ended December 31, 2021, the Company issued 19,350,000 Common Stock Warrants in connection with the issuance of the Company’s Convertible Promissory Notes and Promissory Notes. These warrants were designated Common Stock Warrants with an initial term of 5 years and an exercise price of $0.20 and $0.25. The Company may not effect, and a holder will not be entitled to, convert the Common Stock Warrants, which, upon giving effect to such conversion or exercise, would cause the aggregate number of shares of common stock beneficially owned by the Purchaser (together with its affiliates) to exceed 4.99%. These warrants also include down round provisions that required the lowering of the exercise price of the warrant and a proportionate increase in the number of shares underlying the warrants upon the issuance of new securities at a price per shares that is lower than the exercise price of the original warrant. The down round lowest is triggered at a price that is lower than $0.10 per equity instrument for 3,900,000 warrants and $0.25 per equity instrument for 6,700,000 warrants. The Company issued common stock in August 2021 at a price of $0.10 thereby affecting the down round provision on the 6,700,000 warrants. As such the Company has recorded a charge of $443,367 as a Dividend to Common Stockholders reflecting the increase in value of shares to be received by the warrant holders along with an increase in 6,500,000 warrants issuable to these holders at a new exercise price of $0.10. Then in December 2021, the down round was triggered for 1,500,00 warrants with an exercise price of $0.25 as a result of an equity issuance of $0.10 resulting in an additional charge of $371,186 being recorded as a Dividend to Common Stockholders and an additional 2,250,000 warrants being issued to the holder, for a total of 19,350,000 warrants outstanding at December 31, 2021. During the year ended December 31, 2022, the Company issued 392,438 Common Stock Warrants in connection with issuances of promissory notes, of which 42,438 were issued to related parties. These warrants were designated Common Stock Warrants with an initial term of 5 years and an exercise price of $0.20 and $0.25 and contained now down round provisions. The Company may not effect, and a holder will not be entitled to, convert the Common Stock Warrants, which, upon giving effect to such conversion or exercise, would cause the aggregate number of shares of common stock beneficially owned by the Purchaser (together with its affiliates) to exceed 4.99%. The Company issued convertible debt in December 2022 at a price of $0.08 thereby affecting the down round provision on 19,350,000 warrants with a trigger price that is lower than $0.10 for any equity instrument issued. As such the Company has recorded a charge of 1,794,704 as a Dividend to Common Stockholders reflecting the increase in value of shares to be received by the warrant holder along with an increase in 10,931,250 warrants issuable to these holders for a total of 30,281,250 warrants at a new exercise price of $0.08. As of December 31, 2021, the number of shares issuable upon exercise of the Common Stock Warrants were 19,350,000 shares. Type Issue Date Shares Exercise Price Expiration Investors 4/19/2021 5,850,000 $ 0.10 4/19/2026 Investors 4/22/2021 5,850,000 $ 0.10 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 3,750,000 $ 0.10 8/31/2026 Total 19,350,000 As of December 31, 2022, the number of shares issuable upon exercise of the Common Stock Warrants were 130,273,688 shares. Type Issue Date Shares Exercise Price Expiration Investors 4/19/2021 7,312,500 $ 0.08 4/19/2026 Investors 4/22/2021 7,312,500 $ 0.08 4/22/2026 Investors 4/30/2021 3,656,250 $ 0.08 4/30/2026 Investors 5/4/2021 3,656,250 $ 0.08 5/4/2026 Investors 5/19/2021 3,656,250 $ 0.08 5/19/2026 Investors 8/31/2021 4,687,500 $ 0.08 8/31/2026 Investors 7/29/2022 87,500 $ 0.20 7/28/2027 Investors 7/29/2022 87,500 $ 0.25 7/28/2027 Investors 8/5/2022 43,750 $ 0.20 8/4/2027 Investors 8/5/2022 43,750 $ 0.25 8/4/2027 Investors 8/19/2022 43,750 $ 0.20 8/18/2027 Investors 8/19/2022 43,750 $ 0.25 8/18/2027 Investors 11/28/2022 9,407 $ 0.20 11/27/2027 Investors 11/28/2022 9,406 $ 0.25 11/27/2027 Investors 12/15/2022 11,813 $ 0.20 12/14/2027 Investors 12/15/2022 11,812 $ 0.25 12/14/2027 Total 30,673,688 Warrant Shares Outstanding Weighted Average Exercise Price Weighted Average Remaining Life Intrinsic Value Outstanding - December 31, 2020 - $ - - $ - Granted 10,600,000 $ 0.23 4.40 Additions due to Down Round feature 8,750,000 0.10 4.40 1,307,330 Forfeited/expired - $ - - - Outstanding - December 31, 2021 19,350,000 $ 0.13 4.40 1,307,330 Granted 392,438 $ 0.23 4.66 Additions due to Down Round feature 10,931,250 0.08 3.40 2,520,134 Forfeited/expired - $ - - - Outstanding - December 31, 2022 30,673,688 $ 0.08 3.45 $ 3,827,464 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 December 31, 2022, to draw on the equity line of credit after the draw was $4,650,000. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | 5. PROPERTY AND EQUIPMENT Property and equipment is stated at cost and consist of the following: December 31, December 31, 2022 2021 Furniture and fixtures $ 69,840 $ 69,840 Leasehold improvements 30,298 26,145 Equipment 22,240 22,240 Vehicles 32,000 32,000 $ 154,378 $ 150,225 Less accumulated depreciation (80,184 ) (57,663 ) $ 74,194 $ 92,562 Depreciation expense on property and equipment for the years ended December 31, 2022 and 2021, were $22,521 and $6,745, respectively. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
GOODWILL AND OTHER INTANGIBLE ASSETS | 6. GOODWILL AND OTHER INTANGIBLE ASSETS The following table sets forth the changes in the carrying amount of goodwill for the year ended 2022 and 2021: Total Balance at December 31, 2021 $ 1,484,966 2022 activity - Balance at December 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 December 31, 2022 and 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 3,713,443 - (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 3,014,490 - (2,483,429 ) 531,061 Customer relationships 3,713,443 - (1,363,054 ) 2,350,380 Acquired technology 1,527,186 - (1,447,758 ) 79,428 Total definite-lived intangible assets at December 31, 2022 $ 8,255,110 $ - $ (5,294,241 ) $ 2,960,869 Amortization expense of intangible assets was $1,269,564 and $1,287,853, respectively, for the years ended December 31, 2022 and 2021. 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. The following table sets forth the weighted-average amortization period, in total and by major intangible asset class: Asset Class Weighted-Average Amortization period Capitalized software 3.2 years Customer relationships 4.0 years Acquired technology 5.0 years All Intangible assets 5.9 years As of December 31, 2022, assuming no additional amortizable intangible assets, the expected amortization expense for the unamortized acquired intangible assets for the next five years and thereafter was as follows: Estimated 2023 1,025,042 2024 838,140 2025 838,140 2026 259,547 2027 - 2028 - 2029 - |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2022 | |
LONG-TERM DEBT | |
LONG-TERM DEBT | 7. LONG-TERM DEBT (As Restated) December 31, December 31, 2022 2021 (2) Convertible Note bearing interest at 12% due July 31, 2022 $ - $ 162,625 (2) Convertible Note bearing interest at 12% due July 31, 2022 - 379,458 (3) Convertible Note bearing interest at 12% due May, 2023 578,802 541,589 (4) Convertible Note bearing interest at 12% due April 27, 2022 - 145,301 (5) Convertible Note bearing interest at 12% due April 25, 2022 - 235,548 (6) Convertible Note bearing interest at 12% due May 12, 2022 - 242,151 (7) Note bearing interest at 18% due October 1, 2023 1,012,500 1,012,637 (7) Note bearing interest at 18% due October 1, 2023 506,250 506,318 (8) Note bearing interest at 18% due October 1, 2023 32,752 38,488 (9) Secured Promissory Note bearing interest at 17.5% due February 28, 2026 1,960,965 - (10) Promissory Note bearing interest at 14%, due January 15, 2023 50,892 - (11) Promissory Note bearing interest at 14%, due April 21, 2023 329,227 - (12) Related Party Promissory Note bearing interest at 14% due February 28, 2023 108,778 - (13) Promissory Note bearing interest at 15%, due January 25, 2023 506,370 - (14) Promissory Note bearing interest at 15%, due February 1, 2023 253,184 - (14) Promissory Note bearing interest at 15%, due February 15, 2023 253,184 - (1) Related Party Promissory Note bearing interest at 18%, due December 31, 2020 - 483,150 (15) Related Party Promissory Notes bearing interest at 18%, due March 31, 2023 135,888 - (16) Related Party Long term debt bearing interest at 8%, due April 15, 2021 - 116,562 5,728,792 3,863,827 Less current maturities (4,279,531 ) (2,325,339 ) Total Long-Term Debt $ 1,449,261 $ 1,538,488 Total future minimum payments due on long-term debt as of: December 31, 2022 December 31, 2021 2022 $ - 1,508,628 2023 573,401 8,628 2024 679,438 8,628 2025 196,422 8,628 2026 - 3,976 2027 - - TOTAL $ 1,449,261 $ 1,538,488 Our notes payable (including accrued interest) are summarized as follows: 1. The Company issued a note payable to a related party on December 31, 2018, with a principal amount of $714,000, bearing interest at a rate of 18% per annum, with monthly principal and accrued interest payments and with a balloon payment due by the maturity date of December 31, 2019. The balloon payment due on December 31, 2019, was not made and the Company issued, in exchange for the original note, a new note dated December 31, 2019, with a principal amount of $556,000, bearing interest at a rate of 18% per annum, with monthly principal and accrued interest payments and a balloon payment due by the maturity date of December 31, 2020. As of December 31, 2020, $535,021 of principal was outstanding on this note payable. After the end of fiscal 2020, the maturity on note payable to the related party was extended to a new 2-year term note payable bearing interest rate payable of 18% per annum with a maturity date of December 31, 2022. The note will pay monthly cash interest only in the first year (12 months) of note payable term. In the 2nd year, the note payable will be repaid with 12 monthly installment payments of interest and principal until fully repaid. This note was fully repaid in February of 2022. 2. In April 2021, the Company signed a $150,000 convertible promissory note and a $250,000 convertible promissory note with two separate entities controlled by the same party. These notes have a maturity date twelve months after issuance and received in exchange $150,000 and $250,000 from these two finance companies (the “Investor” or “Holder”). An interest charge of 12% per annum shall accrue and be paid on the maturity date. The notes are 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 Holders collectively 780,000 restricted shares of the Company’s Common Stock and a warrant to purchase 2,600,000 shares of Company Common Stock 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. In August 2021 the down round provision in the Warrant Agreement was triggered resulting in an additional 3,250,000 warrants being issued and the strike price repriced to $0.10 for all 5,850,000 warrants. In December 2022, the down round provision in the Warrant Agreement was triggered again resulting in an additional 1,462,500 warrants to be issued and the strike price repriced to $0.08 for all 7,312,500 warrants. At Maturity these notes were renegotiated and extended to July 31, 2022, under the same terms and conditions. These notes were fully paid in July 2022. 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 a warrant to purchase 2,600,000 shares of Company Common Stock 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. In August 2021 the down round provision in the Warrant Agreement was triggered resulting in an additional 3,250,000 warrants being issued and the strike price repriced to $0.10 for all 5,850,000 warrants. In December 2022, the down round provision in the Warrant Agreement was triggered again resulting in an additional 1,462,500 warrants to be issued and the strike price repriced to $0.08 for all 7,312,500 warrants. At Maturity this note was renegotiated and term extended to June 2023 for an additional principal consideration of $55,400 under the same interest rate and conditions as the matured note. There was $18,467 remaining in debt discount to be amortized over the term of the loan. 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. In December 2022 the down round provision in the Warrant Agreement was triggered resulting in an additional 2,356,250 warrants being issued and the strike price repriced to $0.08 for all 3,656,250 warrants. In 2021 the Investor converted $35,000 of outstanding principal and interest into 350,000 shares of the Company’s common stock. This note was fully satisfied in May 2022. 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 a warrant to purchase 1,300,000 shares of Company Common Stock 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. In December 2022 the down round provision in the Warrant Agreement was triggered resulting in an additional 2,356,250 warrants being issued and the strike price repriced to $0.08 for all 3,656,250 warrants. 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. This note was fully satisfied in April 2022. 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 a warrant to purchase 1,300,000 shares of Company Common Stock 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. In December 2022 the down round provision in the Warrant Agreement was triggered resulting in an additional 2,356,250 warrants being issued and the strike price repriced to $0.08 for all 3,656,250 warrants. After the issuance of the promissory note, the parties entered the First Amendment to Convertible Promissory Note which extended the term of the note by three months to August 2022. During 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. During the period ending June 30, 2022, the Investor converted an additional $22,387 of outstanding principal and interest plus $350 in fees into 227,368 shares of the Company’s common stock. This note was fully paid in August 2022. 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 the preliminary 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. In December 2021 the down round provision in the Warrant Agreement was triggered resulting in an additional 2,250,000 warrants being issued and the strike price repriced to $0.10 for all 3,750,000 warrants. In December 2022 the down round provision in the Warrant Agreement was triggered again resulting in an additional 937,500 warrants being issued and the strike price repriced to $0.10 for all 4,687,500 warrants.. The promissory note is subordinated to the Company’s senior lender. 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 principal and interest of $791 are due monthly. 9. On February 28, 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 principal 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 December 31, 2022. 10. In April 2022, the Company signed a $50,000 unsecured promissory note with a maturity date six (6) months after issuance with an interest charge of 14% per annum which shall accrue and be paid on the maturity date. The Company has the right to prepay this note without penalty. At maturity in October 2022, this note was reissued under the same term with a maturity of three (3) months. The promissory note is subordinated to the Company’s senior lender. 11. In April 2022, the Company signed a $300,000 unsecured promissory note with a maturity date six (6) months after issuance with an interest charge of 14% per annum which shall accrue and be paid on the maturity date. The Company has the right to prepay this note without penalty. At maturing in October 2022, this note was reissued under the same terms with a maturity of date of six (6) months. The promissory note is subordinated to the Company’s senior lender. 12. In June 2022, the Company signed a $100,000 unsecured promissory note with a maturity date six (6) months after issuance with an interest charge of 14% per annum which shall accrue and be paid on the maturity date. The Company has the right to prepay this note without penalty. At maturing in November 2022, this note was reissued under the same terms with a maturity of date of three (3) months. The Company also issued to the Holder a warrant to purchase 18,813 shares of Company Common Stock with a 5-year term. The exercise price per share of Common stock under this Warrant is $0.25 per share for 9,407 warrants and $0.20 per share for 9,406 warrants. There was $1,156 remaining in debt discount to be amortized over the term of the loan. The promissory note is subordinated to the Company’s senior lender. This note was entered into with a related party. 13. In July 2022, the Company signed a $500,000 unsecured promissory note with a maturity date six (6) months after issuance with an interest charge of 14% per annum. The note is callable by the Holder no earlier than 90 days from issue. The Company has the right to prepay this note without penalty. The Company issued to the Holder a warrant to purchase 175,000 shares of Company Common Stock with a 5-year term. The exercise price per share of Common stock under this Warrant is $0.25 per share for 87,500 warrants and $0.20 per share for 87,500 warrants. There was $2,775 remaining in debt discount to be amortized over the term of the loan. The promissory note is subordinated to the Company’s senior lender. 14. In August 2022, the Company signed two $250,000 unsecured promissory notes with a maturity date six (6) months after issuance with an interest charge of 14% per annum to the same investor in 14 and 9. The notes are callable by the Holder no earlier than 90 days from issue. The Company has the right to prepay this note without penalty. The Company issued to the Holder a warrant to purchase 175,000 shares of Company Common Stock with a 5-year term. The exercise price per share of Common stock under this Warrant is $0.25 per share for 87,500 warrants and $0.20 per share for 87,500 warrants. There was $4,669 remaining in debt discount to be amortized over the term of these loans. The promissory note is subordinated to the Company’s senior lender. 15. In December 2022, the Company entered into an unsecured promissory note with related party in exchange for $55,000. The maturity of the promissory note is four months from the date of issuance and carries an interest rate of 15% per annum. In conjunction with the promissory note, the Company also issued a warrant to purchase 23,625 shares of common stock which expires five years December 15, 2022 and has an exercise price of $0.20 with respect to 11,813 shares underlying the Warrant and $0.25 with respect to 11,812 shares underlying the Warrant. The promissory note is subordinated to the Company’s senior lender. In addition, in December 2022, the Company entered into an unsecured convertible promissory note with the same related party in exchange for $80,000. The maturity of the convertible note is March 31, 2023 and carries an interest rate of 15% per annum and is convertible into Company common stock at a conversion rate of $0.08 per share. There was $10,230 remaining in debt discounts to be amortized over the term of these loans. The promissory note is subordinated to the Company’s senior lender. 16. In April 2018 the Company entered into a note with a related party which included a note payable in the amount of $87,500 bearing interest at 8% payable. This note was transferred to accounts payable and accrued expenses in August 2022 in conjunction with a non-binding arbitration settlement. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
INCOME TAXES | 8. INCOME TAXES The Company has incurred net losses since inception. As of December 31, 2022, the Company had cumulative federal net operating loss carryforwards of approximately $18,645,000 which are available to be carried forward indefinitely and federal net operating loss carryforwards of approximately $51,128,000 which at the latter date may be carried forward for tax years ending through December 31, 2037. As of December 31, 2022, the Company had cumulative state net operating loss carryforward of approximately $5,900,000 which will begin expiring in 2031 if not utilized prior to then. Utilization of NOL carryforwards may be limited under various sections of the Internal Revenue Code depending on the nature of the Company’s operations. The Company’s income tax returns are subject to examination by the Internal Revenue Service and applicable state taxing authorities, generally for a period of three years from the date of filing. Deferred taxes comprise the following as of December 31, 2022 and 2021: 2022 2021 Net Operating Losses 14,849,000 14,986,000 Intangible assets 74,000 Stock based compensation 418,000 Property and equipment (140,000 ) Valuation Allowance (15,201,000 ) (14,986,000 ) Net Deferred Tax Asset - - Reconciliation of the effective income tax rate to the federal statutory rate: Federal Income Tax Rate 21 % 21 % Permanent Differences (2 )% - State Taxes, net 3 % - Change in valuation allowance including the effect of the rate change (22) % (21) % Effective income tax rate 0 % 0 % |
CONCENTRATION OF CREDIT RISK
CONCENTRATION OF CREDIT RISK | 12 Months Ended |
Dec. 31, 2022 | |
CONCENTRATION OF CREDIT RISK | |
CONCENTRATION OF CREDIT RISK | 9. 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 thousand 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 2022 and 2021 revenue. The Company has accounts receivable concentration with one customer in 2022 representing 31% and two customers with concentrations of 12% and 11% respectively of total accounts receivables outstanding as of December 31, 2022 and one customers that represent 33% of accounts receivable outstanding as of December 31, 2021. Overall, the company decreased its accounts receivable ending balance approximately (34%) in 2022 from year-end 2021, compared to an over 61% growth in sales for 2022. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 10. 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 had 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 December 31, 2022, undiscounted future lease obligations for the office space are as follows: Lease Commitments as of December 31, 2022 Less than 1 year 1-3 years 3-5 years Total $ 268,532 $ 752,235 $ 288,707 $ 1,309,474 Lease costs for the year ended December 31, 2022 were $344,301 and cash paid for amounts included in the measurement of lease liabilities for the year ended December 31, 2022 were $285,786. As of December 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 $ 1,309,474 Present value adjustment using incremental borrowing rate (330,599 ) Lease liabilities $ 978,875 (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% (4,500,000) shares vest on December 16, 2023, another 25% (4,500,000) 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 Statements of Operations. For the year ended December 31, 2022, Mr. McDermott received an award of 4,000,000 restricted shares in early 2023 which has been reflected in compensation expense in the accompanying 2022 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 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. For the year ended December 31, 2022, Mr. Fidanza received an award of 250,000 restricted shares which has been reflected in compensation expense in the accompanying 2022 Statements of Operations. 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. For the year ended December 31, 2022, Mr. Chakravarthi received an award of 250,000 restricted shares which has been reflected in compensation expense in the accompanying 2022 Statements of Operations. 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. For the year ended December 31, 2022, Mr. Stellinga received an award of 250,000 restricted shares which has been reflected in compensation expense in the accompanying 2022 Statements of Operations. 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 The Company from time to time, may be a party to various litigation, claims and disputes, arising in the ordinary course of business. While the ultimate impact of such actions cannot be predicted with certainty, we believe the outcome of these matters, except for that noted below, will not have a material adverse effect on our financial condition or results of operations. On August 18, 2021, iCoreConnect 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 its assets that were previously pledged as security to Sonoran Pacific Resources, LLP, an Arizona limited liability partnership (“SPR”) and Jerry Smith (“Smith”) (collectively, the “lender”). On August 24, 2021, iCoreConnect received a default notice from the lender asserting that iCoreConnect 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 iCoreConnect beginning approximately in March of 2009 that was secured by all of the assets of iCoreConnect. iCoreConnect initiated an investigation into the matter and concluded that it had repaid all of the loans and any loans that had not been repaid were released under the terms of a Recapitalization Agreement dated November 1, 2016. iCoreConnect 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. On November 1, 2022, iCoreConnect entered into a settlement agreement and release (the “Settlement Agreement”) with SPR and Smith in connection with the above litigation. In order to resolve all matters subject to the dispute, the Settlement Agreement provided that on, or before, the 60th day following the effective date of the Settlement Agreement, which was November 1, 2022 (such 60th day, the “Payment Date”), iCoreConnect shall redeem, and/or or iCoreConnect’s designees shall acquire, a total of 9,000,000 shares of iCoreConnect Common Stock from SPR and certain shareholders or affiliates of SPR at a purchase price of $0.08 per share. The Settlement Agreement further provided that in addition to the purchase of the foregoing 9,000,000 shares, iCoreConnect or its designee will have the option, but not the obligation, to acquire or redeem any or all of the remaining 5,401,887 shares held by certain shareholders or affiliates of SPR on, or before, the Payment Date, at the cost of $0.08 per share. In connection with the dispute, iCoreConnect had previously posted a cash bond of $200,000 with the court. Pursuant to the Settlement Agreement, $100,000 was released to SPR upon execution of the Settlement Agreement, which amount will be credited toward the payment of the 9,000,000 shares described above. The foregoing share purchase obligation was satisfied on December 30, 2022. Upon the payment for the shares, the remaining $100,000 of the bond was released to SPR in consideration for the release of all claims and liens and the dismissal of the litigation. Upon iCoreConnect’s compliance with the above share repurchase obligations, J.D. Smith, the son of Jerry Smith, resigned as a director and chairman of Board of Directors. The Settlement Agreement provides that upon the performance of each of the parties of their obligations thereunder, SPR and Smith, on the one hand, and iCoreConnect, on the other hand, each agrees to a complete release of the other party or parties. The Settlement Agreement was fully completed on December 30, 2022 and a full release received from the courts. 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. Upon completion of arbitration in October 2022 the Complainant was awarded an Interim Award of Arbitration in the amount of $270,020 which excluded any interest and fee. Subsequent to year end, in February 2023, a final Arbitration award in the amount of $523,415 was issued which includes interest and fees and the Company has accrued for this amount in its financial statements. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2022 | |
BUSINESS COMBINATIONS | |
BUSINESS COMBINATIONS | 11. BUSINESS COMBINATIONS The Company accounts for business combinations under the acquisition method of accounting, in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations Advantech On April 23, 2021 iCoreConnect Inc., a Nevada corporation (“Buyer”), acquired substantially all of the assets and business of Heyns Unlimited LLC, an Arizona limited liability company, doing business as Advantech (“Seller”), in exchange for (i) 5,000,000 shares of restricted Common Stock of Buyer, (ii) $1,800,000 in cash and (iii) the assumption of certain liabilities and obligations of Seller. For the period April 1, 2021 through May 17, 2021, the Company issued 10,420,000 shares of Common Stock for cash proceeds totaling $1,042,000 The proceeds were used for the acquisition of Advantech and general corporate purposes. The Company also issued 5,000,000 shares of common stock during the period to acquire the assets of Advantech. Business Computer Solutions (BCS) On May 31, 2021 the Company acquired substantially all of the assets and business of BCS Tech Center, Inc., an Arizona corporation doing business as Business Computer Solutions (“Seller”), in exchange for (i) 250,000 shares of Common Stock of Buyer, (ii) $100,000 in cash, and (iii) the assumption of certain specified debts, liabilities and obligations, all upon the terms and conditions set forth in an Asset Purchase Agreement dated as of May 31, 2021 (the “BCS Tech Center, Inc. Asset Purchase Agreement”). Spectrum Technology Solutions (STS) On September 1, 2021 the Company acquired substantially all of the assets and business of Spectrum Technology Solutions, LLC, an Arizona limited liability company doing business as STS (“Seller”), in exchange for (i) 4,046,617 shares of common stock of Buyer and; (ii) $1,350,000 in cash all upon the terms and conditions set forth in an Asset Purchase Agreement dated as of September 1, 2021 (the “Spectrum Technology Solutions, LLC Asset Purchase Agreement”). Pursuant to the guidance in FASB Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, the Company calculated the estimated fair value of the acquired customer relationships using the discounted cash flow approach. The key assumptions and inputs into the cash flow model used were: (1) an annual customer attrition rate of 8%, (2) a gross margin percentage of 55%, (3) a tax rate of 23.50% and (4) a discount rate of 12%. Certain fair values of acquired assets and assumed liabilities may be estimated at the acquisition date pending confirmation or completion of the valuation process. Where provisional values are used in accounting for a business combination, they may be adjusted retrospectively in subsequent periods within the measurement period when it reflects new information obtained about facts and circumstances that were in existence at the acquisition date. The measurement period cannot exceed one year from the acquisition date. The following table summarizes the consideration paid and the fair value of the assets acquired and liabilities assumed as of the dates detailed in the table: Advantech BCS STS Consideration Paid: April 23, 2021 May 31, 2021 September 1, 2021 Cash $ 1,800,000 $ 100,000 $ 1,500,000 Common stock 500,000 25,000 500,000 $ 2,300,000 $ 125,000 $ 2,000,000 Fair values of identifiable assets acquired and liabilities assumed: Assets acquired: Cash $ 26,944 $ 5,120 $ 150,000 Other current asset - - 35,223 Right of Use - Lease - - - Fixed Assets 9,875 - 32,000 Customer relationships 1,476,630 100,000 1,606,805 Total assets acquired $ 1,513,449 $ 105,120 $ 1,824,028 Liabilities assumed: Due to Seller - - - Accrued Liability 11,185 - - Deferred revenue - - - Lease Liability - - - Total liabilities assumed $ 11,185 $ - $ - Net assets acquired $ 1,502,264 $ 105,120 $ 1,824,028 Goodwill $ 797,736 $ 19,880 $ 175,972 |
PRO FORMA INFORMATION
PRO FORMA INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
PRO FORMA INFORMATION | |
PRO FORMA INFORMATION | 12. PRO FORMA INFORMATION The following information represent the unaudited pro forma combined results of operations, including acquisitions giving effect to the acquisition as if they occurred at the beginning of years ended December 31, 2021: December 31, 2021 (unaudited) Revenue $ 6,771,946 Net Loss attributable to Common Stockholders (5,217,917 ) Weighted average common shares outstanding 146,726,959 Basic and diluted loss per common share $ (0.04 ) Effective income tax rate 21 % |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 13. RELATED PARTY TRANSACTIONS The Company incurred related party transactions of $561,975 for the year ended December 31, 2022 and $63,216 for the year ended December 31, 2021 in relation to payments of interest and principle on a Note Payable with its Chief Executive Officer and its Chief Operating Officer and consulting fees paid to a director. |
PAYROLL PROTECTION PLAN
PAYROLL PROTECTION PLAN | 12 Months Ended |
Dec. 31, 2022 | |
PAYROLL PROTECTION PLAN | |
PAYROLL PROTECTION PLAN | 14. PAYROLL PROTECTION PLAN The Company received loan proceeds in the amount of approximately $330,000 under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight-week period. The Company received forgiveness of this loan in 2021 and recorded $330,047 as other income a for the year ended December 31, 2021 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 15. SUBSEQUENT EVENTS On January 5, 2023, the Company entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”), by and among the Company, FG Merger Corp., a Delaware corporation (“FGMC”), and FG Merger Sub Inc., a Nevada corporation and a direct, wholly-owned subsidiary of FGMC (“Merger Sub”). The Merger Agreement provides that, among other things, at the closing (the “Closing”) of the transactions contemplated by the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving as a wholly-owned subsidiary of FGMC. In connection with the Merger, FGMC will change its name to “iCoreConnect Inc.” The Merger and the other transactions contemplated by the Merger Agreement are hereinafter referred to as the “Business Combination.” The Business Combination is expected to close in the second quarter of 2023, subject to customary closing conditions, including the receipt of certain governmental approvals and the required approval by the stockholders of FGMC and iCoreConnect. Prior to the Closing, (i) each vested issued and outstanding option to purchase the Company’s common stock shall be exercised into shares of the Company’s common stock (ii) each issued and outstanding warrant to purchase the Company’s common stock shall be exercised into shares of the Company’s common stock and (iii) the outstanding principal together with all accrued and unpaid interest under each convertible promissory note shall be converted into shares of the Company’s common stock. Prior to the Closing, each share of FGMC common stock par value $0.0001 (“FGMC Common Stock”) shall be converted into shares of newly issued FGMC preferred stock, par value $0.0001 (“FGMC Preferred Stock”). The FGMC Preferred Stock shall have the following rights, preferences, powers, privileges and restrictions, qualifications and limitations: · The holders of Preferred Stock shall not be entitled to vote on any matters submitted to the stockholders of FGMC. · From and after the date of the issuance of any shares of FGMC Preferred Stock, dividends shall accrue at the rate per annum of 12% of the original issue price for each share of FGMC Preferred Stock, prior and in preference to any declaration or payment of any other dividend (subject to appropriate adjustments). · From the closing of the Business Combination until the second anniversary of the date of the original issuance of the FGMC Preferred Stock, FGMC may, at its option, pay all or part of the accruing dividends on the FGMC Preferred Stock by issuing and delivering additional shares of FGMC Preferred Stock to the holders thereof. · FGMC shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of FGMC the holders of the FGMC Preferred Stock then outstanding shall first receive dividends due and owing on each outstanding share of FGMC Preferred Stock. · In the event of any liquidation, dissolution or winding up of FGMC, the holders of shares of FGMC Preferred Stock then outstanding shall be entitled to be paid out of the assets of FGMC available for distribution to its stockholders an amount per share equal to the greater of (i) one times the applicable original issue price, plus any accrued and unpaid dividends, and (ii) such amount as would have been payable had all shares of FGMC Preferred Stock been converted into FGMC Common Stock pursuant to the following paragraph immediately prior to such liquidation, dissolution or winding up, before any payment shall be made to the holders of FGMC Common Stock. · After 24 months from the closing of the Business Combination, in the event the closing share price of the FGMC Common Stock shall exceed 140% of the Conversion Price (as defined in the Merger Agreement) then in effect, then (i) each outstanding share of FGMC Preferred Stock shall automatically be converted into such number of shares of FGMC Common Stock as is determined by dividing the original issue price by the Conversion Price in effect at the time of conversion and (ii) such shares may not be reissued by FGMC, subject to adjustment. At the time of such conversion, FGMC shall declare and pay all of the dividends that are accrued and unpaid as of the time of the conversion by either, at the option of FGMC, (i) issuing additional FGMC Preferred Stock or (ii) paying cash. · Each share of FGMC Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of FGMC Common Stock as is determined by dividing the original issue price by the Conversion Price in effect at the time of conversion, subject to adjustment. · Immediately prior to any such optional conversion FGMC shall pay all dividends on the FGMC Preferred Stock being converted that are accrued and unpaid as of such time by, either, at the option of FGMC: (i) issuing additional FGMC Preferred Stock or (ii) paying cash. The aggregate consideration to be received by the Company’s stockholders is based on a pre-transaction equity value of $98,000,000 (subject to usual and customary working capital adjustments and any adjustments to reflect the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of FGMC Common Stock, occurring prior to the Closing date). In accordance with the terms and subject to the conditions of the Merger Agreement, immediately prior to the effective time of the Closing each share of issued and outstanding the Company’s common stock, shall be converted into a number of shares of FGMC Common Stock, based on the Exchange Ratio (as defined in the Merger Agreement). On January 23, 2023, the Convertible Note holder due in June 2023. exercised its option to convert all of its outstanding principal and interest totaling $603,788 into the Company’s Common Stock at the stated exercise price of $0.10 per common stock resulting in the issuance of 6,037,883 common stock shares. On January 31, 2023, the related party Convertible Note holder due in March 2023 exercised its option to convert all of his outstanding principal and interest totaling $81,545 into the Company’s Common Stock at the stated exercise price of $0.08 per common stock resulting in the issuance of 1,019,315 common stock shares. In January 2023, the Company issued 4,750,000 shares of common stock at $0.10 per share for cash proceeds of $475,000. These funds were raised for continued operations. On February 21, 2023, the Company received a notice under section 21 of Indian Arbitration and Conciliation Act, 1996 related to a dispute pursuant to contract between the Company and a service provider, pursuant to which the service provider has asserted the Company has violated the terms of the contract and has claimed damages of approximately $635,000. The Company is evaluating the claims asserted against it and intends to defend itself vigorously in these proceedings; however, there can be no assurances that it will be successful in its efforts. On March 15, 2023, the Company entered into a twelve (12) month Convertible Secured Promissory Note (“Note”). The Note is for $2,500,000 with $500,000 paid to the Holder on issuance for net proceeds of $2,000,000. The Note carries and interest of 15% per annum which can be paid in cash or kind and it is convertible either into the Company’s Common Stock after six months from date of issuance at $0.10 per share, or if the Business Combination is completed the Note is convertible into common stock of FGMC. As a condition of the Note all existing outstanding Notes excluding our Senior Secured Note Payable had their term extended to September 1, 2023. In addition all vested option holders and all warrant holders were provided with a cashless purchase option at time of the Business Combination. The Note is superior to all notes in terms of security except of our Senior Secured Note Payable. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
NATURE OF OPERATIONS | |
Basis of Presentation | The accompanying financial statements are presented in United States dollars and include the accounts of the Company’s wholly owned subsidiaries, with all intercompany transactions eliminated. They have been prepared on the accrual basis in accordance with accounting principles generally accepted in the United States (GAAP). Significant accounting principles followed by the Company and the methods of applying those principles, which materially affect the determination of financial position, results of operations and cash flows are summarized below. |
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. The Company utilizes fair value measurements primarily in conjunction with the valuation of assets acquired and liabilities assumed in a business combination. In addition, certain nonfinancial assets and liabilities are to be measured at fair value on a nonrecurring basis in accordance with applicable GAAP. In general, nonfinancial assets including goodwill, other intangible assets and property and equipment are measured at fair value when there is an indication of impairment and are recorded at fair value only when an impairment is recognized. As allowed by applicable FASB guidance, the Company has elected not to apply the fair value option for financial assets and liabilities to 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 value of its outstanding financial instruments as of December 31, 2022 and 2021, approximated their fair value due to their short-term nature. |
Cash | The Company classifies highly liquid temporary investments with an original maturity of three months or less when purchased as cash equivalents. The Company maintains cash balances at various financial institutions. Balances at United States banks are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk for cash on deposit. |
Accounts Receivable and Allowance For Doubtful Accounts | Accounts receivable are customer obligations due under normal trade terms. 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 our customers were to deteriorate, resulting in their inability to make specific required payments, additions to the allowance for doubtful accounts may be required. In addition, if the financial condition of our customers improves and collections of amounts outstanding commence or are reasonably assured, then we may reverse previously established allowances for doubtful accounts. The Company has estimated and recorded an allowance for doubtful accounts of $65,000 and $36,142 as of December 31, 2022 and 2021, respectively. |
Property, Equipment and Depreciation | Property, equipment, and leasehold improvements are recorded at their historical cost. Depreciation and amortization have been determined using the straight-line method over the estimated useful lives of the assets which are computers and office equipment (3 years) leasehold improvements (5years) and for office furniture and fixtures (7 years). The cost of repairs and maintenance is charged to operations in the period incurred. |
Software Development Costs and Acquired Software | The Company accounts for software development costs, including costs to develop software products or the software component of products to be sold to external users. In accordance with ASC 985-730, Computer Software Research and Development, research and planning phase costs are expensed as incurred and development phase costs including direct materials and services, payroll and benefits and interest costs are capitalized. We have determined that technological feasibility for our products to be marketed to external users was reached before the release of those products. As a result, the development costs and related acquisition costs after the establishment of technological feasibility were capitalized as incurred. Capitalized costs for software to be sold to external users and software acquired in a business combination are amortized based on current and projected future revenue for each product with an annual minimum equal to the 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 6 primary sources of revenue as of December 31, 2022 1. Electronic Prescription Software 2. Insurance Verifications 3. ICD-10 Medical Coding Software 4. Encrypted and HIPAA Compliant Secure email 5. Analytics 6. 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 the software as a service (‘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 service (“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 software as a service (“SaaS”) model with revenues recognized ratably over the contract term. 5) Analytics automatically compiles real-time KPI data on an intuitive dashboard which saves time and helps focus the team during the morning huddle. Additionally, the Practice Metrics page provides custom reporting with rich graphics helping management to view revenue, claims, AR, scheduling and more. 6) MSaaS software services are provided on an annual subscription basis using the software as a service (‘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) offering, 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 software as a service (SaaS) offering, 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. 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 Statement of Operations. Amounts billed to a customer for shipping and handling are reported as revenue on the Statement of Operations. |
Advertising Costs | Advertising costs are reported in general and administrative expenses and include advertising, marketing and promotional programs and are charged as expenses in the year in which they are incurred. Advertising costs were $525,533 and $350,318 for the years ended December 31, 2022 and 2021, respectively. |
Accounting for Derivative Instruments | The Company accounts for derivative instruments in accordance with ASC 815, which requires additional disclosures about the Company’s objectives and strategies for using derivative instruments, how the derivative instruments and related hedged items are accounted for, and how the derivative instruments and related hedging items affect the financial statements. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. Terms of convertible debt and preferred stock instruments are reviewed to determine whether or not they contain embedded derivative instruments that are required under ASC 815 to be accounted for separately from the host contract and recorded on the balance sheet at fair value. The fair value of derivative liabilities, if any, is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results. Freestanding warrants issued by the Company in connection with the issuance or sale of debt and equity instruments are considered to be derivative instruments. Pursuant to ASC 815, an evaluation of specifically identified conditions is made to determine whether the fair value of warrants issued is required to be classified as equity or as a derivative liability. |
Financial Instruments With Down Round Features | With respect to financial instruments, the Company follows the guidance of FASB ASU 2017-11, “Earnings per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. Whereby 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. The Company accounts for instruments with Most Favored Nations (the “MFN”) terms or conditions similar to that of a down round feature. The impact of such terms or conditions will be accounted for when the event occurs. 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 to 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, and shares issuable on conversion of promissory 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 capital surplus, 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 October 2021, the FASB issued Accounting Standards Update No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contract with Customers” (“ASU 2021-08”). The Company is currently evaluating the potential impact the adoption of this ASU will have on its Financial Statements. The Company does not believe that any other issued, but not yet effective accounting standards, if currently adopted, will have a material effect on the Company’s financial position, results of operations and cash flows. |
Going Concern and Liquidity | U. S. GAAP requires management to assess a company’s ability to continue as a going concern within one year from the financial statement issuance and to provide related note disclosures in certain circumstances. 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 fiscal year period ended December 31, 2022, the Company generated an operating loss of $4,802,106. In addition, the Company has an accumulated deficit, and net working capital deficit of $88,875,087 and $5,707,301. 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. Currently, management continues to develop its healthcare communications system and continues to develop alliances with strategic partners to generate revenues that will sustain the Company. Management will also seek to raise additional funds. 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. |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | |
Summary of reconcilation of financial statement | For the Years Ended December 31, 2022 December 31,2021 As Reported Restatement Adjustment As Restated As Reported Restatement Adjustment As Restated Net loss $ (6,079,824 ) $ - $ (6,079,824 ) $ (4,964,182 ) $ - $ (4,964,182 ) Dividend to Common Stockholders - (1,794,704 ) (1,794,704 ) - (814,552 ) (814,552 ) Net loss attributable to Common Stockholders $ (6,079,824 ) $ (1,794,704 ) $ (7,874,528 ) $ (4,964,182 ) $ (814,552 ) $ (5,778,734 ) Net loss per share available to common stockholders, basic and diluted $ (0.04 ) $ (0.01 ) $ (0.05 ) $ (0.03 ) $ (0.01 ) $ (0.04 ) Weighted average number of shares, basic and diluted 172,123,855 172,123,855 146,726,959 146,726,959 |
Schedule of Share ReIssuable Share | As Reported Additional Warrants Related to Down Round As Restated March 31, 2022 10,600,000 8,750,000 19,350,000 June 30, 2022 10,600,000 8,750,000 19,350,000 |
COMMON STOCK (Tables)
COMMON STOCK (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
COMMON STOCK | |
Summary of Stock Option Activity | 2021 Options Outstanding Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term in Years Aggregate Intrinsic Value Balance Outstanding - January 1, 2021 1,775,000 $ 0.24 7.7 $ - Granted 30,880,000 $ 0.12 9.9 Exercised (10,000 ) 0.15 Forfeited - $ - Balance Outstanding - December 31, 2021 32,645,000 $ 0.12 9.8 $ - Exercisable - December 31, 2021 1,395,000 $ 0.24 6.7 $ - 2021 Nonvested Options Number of Options Weighted Average Grant Date Fair Value Weighted Average Remaining Years to Vest Nonvested - January 1, 2021 - $ - - Granted 30,880,000 $ - 9.9 Vested - $ - - Forfeited/expired - - - Nonvested - December 31, 2021 30,880,000 $ - 9.9 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 32,645,000 $ 0.12 9.8 $ - Granted 300,000 $ 0.12 9.0 - Exercised (700,000 ) 0.00 5.5 - Forfeited (10,000 ) $ 0.15 6.2 - Balance Outstanding - December 31, 2022 32,235,000 $ 0.13 8.8 $ - Exercisable - December 31, 2022 9,891,666 $ 0.12 8.8 $ - 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 $ - 9.8 Granted 300,000 $ - 9.0 Vested (8,126,666 ) $ - 8.3 Forfeited/expired - - - Nonvested - December 31, 2022 23,053,334 $ - 8.8 |
Summary of Common Stock Warrants | Type Issue Date Shares Exercise Price Expiration Investors 4/19/2021 5,850,000 $ 0.10 4/19/2026 Investors 4/22/2021 5,850,000 $ 0.10 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 3,750,000 $ 0.10 8/31/2026 Total 19,350,000 Type Issue Date Shares Exercise Price Expiration Investors 4/19/2021 7,312,500 $ 0.08 4/19/2026 Investors 4/22/2021 7,312,500 $ 0.08 4/22/2026 Investors 4/30/2021 3,656,250 $ 0.08 4/30/2026 Investors 5/4/2021 3,656,250 $ 0.08 5/4/2026 Investors 5/19/2021 3,656,250 $ 0.08 5/19/2026 Investors 8/31/2021 4,687,500 $ 0.08 8/31/2026 Investors 7/29/2022 87,500 $ 0.20 7/28/2027 Investors 7/29/2022 87,500 $ 0.25 7/28/2027 Investors 8/5/2022 43,750 $ 0.20 8/4/2027 Investors 8/5/2022 43,750 $ 0.25 8/4/2027 Investors 8/19/2022 43,750 $ 0.20 8/18/2027 Investors 8/19/2022 43,750 $ 0.25 8/18/2027 Investors 11/28/2022 9,407 $ 0.20 11/27/2027 Investors 11/28/2022 9,406 $ 0.25 11/27/2027 Investors 12/15/2022 11,813 $ 0.20 12/14/2027 Investors 12/15/2022 11,812 $ 0.25 12/14/2027 Total 30,673,688 Warrant Shares Outstanding Weighted Average Exercise Price Weighted Average Remaining Life Intrinsic Value Outstanding - December 31, 2020 - $ - - $ - Granted 10,600,000 $ 0.23 4.40 Additions due to Down Round feature 8,750,000 0.10 4.40 1,307,330 Forfeited/expired - $ - - - Outstanding - December 31, 2021 19,350,000 $ 0.13 4.40 1,307,330 Granted 392,438 $ 0.23 4.66 Additions due to Down Round feature 10,931,250 0.08 3.40 2,520,134 Forfeited/expired - $ - - - Outstanding - December 31, 2022 30,673,688 $ 0.08 3.45 $ 3,827,464 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
PROPERTY AND EQUIPMENT | |
Schedule of PROPERTY AND EQUIPMENT | December 31, December 31, 2022 2021 Furniture and fixtures $ 69,840 $ 69,840 Leasehold improvements 30,298 26,145 Equipment 22,240 22,240 Vehicles 32,000 32,000 $ 154,378 $ 150,225 Less accumulated depreciation (80,184 ) (57,663 ) $ 74,194 $ 92,562 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
Schedule of Goodwill | Total Balance at December 31, 2021 $ 1,484,966 2022 activity - Balance at December 31, 2022 $ 1,484,966 |
Schedule of carrying amounts and accumulated amortization | 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 3,713,443 - (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 3,014,490 - (2,483,429 ) 531,061 Customer relationships 3,713,443 - (1,363,054 ) 2,350,380 Acquired technology 1,527,186 - (1,447,758 ) 79,428 Total definite-lived intangible assets at December 31, 2022 $ 8,255,110 $ - $ (5,294,241 ) $ 2,960,869 |
Schedule of weighted-average amortization period | Asset Class Weighted-Average Amortization period Capitalized software 3.2 years Customer relationships 4.0 years Acquired technology 5.0 years All Intangible assets 5.9 years |
Schedule of Amortization of Intangible Assets | Estimated 2023 1,025,042 2024 838,140 2025 838,140 2026 259,547 2027 - 2028 - 2029 - |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
LONG-TERM DEBT | |
Schedule of long-term debt | December 31, December 31, 2022 2021 (2) Convertible Note bearing interest at 12% due July 31, 2022 $ - $ 162,625 (2) Convertible Note bearing interest at 12% due July 31, 2022 - 379,458 (3) Convertible Note bearing interest at 12% due May, 2023 578,802 541,589 (4) Convertible Note bearing interest at 12% due April 27, 2022 - 145,301 (5) Convertible Note bearing interest at 12% due April 25, 2022 - 235,548 (6) Convertible Note bearing interest at 12% due May 12, 2022 - 242,151 (7) Note bearing interest at 18% due October 1, 2023 1,012,500 1,012,637 (7) Note bearing interest at 18% due October 1, 2023 506,250 506,318 (8) Note bearing interest at 18% due October 1, 2023 32,752 38,488 (9) Secured Promissory Note bearing interest at 17.5% due February 28, 2026 1,960,965 - (10) Promissory Note bearing interest at 14%, due January 15, 2023 50,892 - (11) Promissory Note bearing interest at 14%, due April 21, 2023 329,227 - (12) Related Party Promissory Note bearing interest at 14% due February 28, 2023 108,778 - (13) Promissory Note bearing interest at 15%, due January 25, 2023 506,370 - (14) Promissory Note bearing interest at 15%, due February 1, 2023 253,184 - (14) Promissory Note bearing interest at 15%, due February 15, 2023 253,184 - (1) Related Party Promissory Note bearing interest at 18%, due December 31, 2020 - 483,150 (15) Related Party Promissory Notes bearing interest at 18%, due March 31, 2023 135,888 - (16) Related Party Long term debt bearing interest at 8%, due April 15, 2021 - 116,562 5,728,792 3,863,827 Less current maturities (4,279,531 ) (2,325,339 ) Total Long-Term Debt $ 1,449,261 $ 1,538,488 |
Schedule of Total future minimum payments | December 31, 2022 December 31, 2021 2022 $ - 1,508,628 2023 573,401 8,628 2024 679,438 8,628 2025 196,422 8,628 2026 - 3,976 2027 - - TOTAL $ 1,449,261 $ 1,538,488 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
Schedule of Deferred taxes comprise | 2022 2021 Net Operating Losses 14,849,000 14,986,000 Intangible assets 74,000 Stock based compensation 418,000 Property and equipment (140,000 ) Valuation Allowance (15,201,000 ) (14,986,000 ) Net Deferred Tax Asset - - Reconciliation of the effective income tax rate to the federal statutory rate: Federal Income Tax Rate 21 % 21 % Permanent Differences (2 )% - State Taxes, net 3 % - Change in valuation allowance including the effect of the rate change (22) % (21) % Effective income tax rate 0 % 0 % |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
Schedule of undiscounted future lease obligations | Lease Commitments as of December 31, 2022 Less than 1 year 1-3 years 3-5 years Total $ 268,532 $ 752,235 $ 288,707 $ 1,309,474 |
Schedule of Undiscounted minimum lease commitments | Undiscounted minimum lease commitments $ 1,309,474 Present value adjustment using incremental borrowing rate (330,599 ) Lease liabilities $ 978,875 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
BUSINESS COMBINATIONS | |
schedule of fair value of the assets acquired and liabilities | Advantech BCS STS Consideration Paid: April 23, 2021 May 31, 2021 September 1, 2021 Cash $ 1,800,000 $ 100,000 $ 1,500,000 Common stock 500,000 25,000 500,000 $ 2,300,000 $ 125,000 $ 2,000,000 Fair values of identifiable assets acquired and liabilities assumed: Assets acquired: Cash $ 26,944 $ 5,120 $ 150,000 Other current asset - - 35,223 Right of Use - Lease - - - Fixed Assets 9,875 - 32,000 Customer relationships 1,476,630 100,000 1,606,805 Total assets acquired $ 1,513,449 $ 105,120 $ 1,824,028 Liabilities assumed: Due to Seller - - - Accrued Liability 11,185 - - Deferred revenue - - - Lease Liability - - - Total liabilities assumed $ 11,185 $ - $ - Net assets acquired $ 1,502,264 $ 105,120 $ 1,824,028 Goodwill $ 797,736 $ 19,880 $ 175,972 |
PRO FORMA INFORMATION (Tables)
PRO FORMA INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
PRO FORMA INFORMATION | |
schedule of the unaudited pro forma combined results | December 31, 2021 (unaudited) Revenue $ 6,771,946 Net Loss attributable to Common Stockholders (5,217,917 ) Weighted average common shares outstanding 146,726,959 Basic and diluted loss per common share $ (0.04 ) Effective income tax rate 21 % |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Net loss | $ (6,079,824) | $ (4,964,182) |
Dividend to Common Stockholders | $ 1,794,704 | $ 814,552 |
Weighted average number of shares, basic and diluted | 172,123,855 | 146,726,959 |
Dividends to Common Stockholders | $ (1,794,704) | $ (814,552) |
Restatement Adjustment | ||
Net loss | 0 | 0 |
Dividend to Common Stockholders | 1,794,704 | 814,552 |
Net loss attributable to Common Stockholders | $ (1,794,704) | $ (814,552) |
Net loss per share available to common stockholders, basic and diluted | $ (0.01) | $ (0.01) |
Weighted average number of shares, basic and diluted | 0 | 0 |
Dividends to Common Stockholders | $ (1,794,704) | $ (814,552) |
As Reported | ||
Net loss | (6,079,824) | (4,964,182) |
Dividend to Common Stockholders | 0 | 0 |
Net loss attributable to Common Stockholders | $ (6,079,824) | $ (4,964,182) |
Net loss per share available to common stockholders, basic and diluted | $ (0.04) | $ (0.03) |
Weighted average number of shares, basic and diluted | 172,123,855 | 146,726,959 |
Dividends to Common Stockholders | $ 0 | $ 0 |
As Restated | ||
Net loss | (6,079,824) | (4,964,182) |
Dividend to Common Stockholders | 1,794,704 | 814,552 |
Net loss attributable to Common Stockholders | $ (7,874,528) | $ (5,778,734) |
Net loss per share available to common stockholders, basic and diluted | $ (0.05) | $ (0.04) |
Weighted average number of shares, basic and diluted | 172,123,855 | 146,726,959 |
Dividends to Common Stockholders | $ (1,794,704) | $ (814,552) |
RESTATEMENT OF PREVIOUSLY ISS_4
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details 1) - shares | Jun. 30, 2022 | Mar. 31, 2022 |
As Reported | ||
warrants Issued | 10,600,000 | 10,600,000 |
As Restated | ||
warrants Issued | 19,350,000 | 19,350,000 |
Additional Warrants Related to Down Round [Member] | ||
warrants Issued | 8,750,000 | 8,750,000 |
RESTATEMENT OF PREVIOUSLY ISS_5
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details Narrative) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | ||
Additional shares | 1,794,704 | 814,552 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Allowance for doubtful accounts | $ 65,000 | $ 36,142 |
Advertising Costs | 525,533 | 350,318 |
Accumulated deficit | 88,875,087 | $ 82,795,263 |
Working capital deficit | (5,707,301) | |
FDIC insured limit | 250,000 | |
Operating loss | $ (4,802,106) | |
Computers and office equipment [Member] | ||
Estimated useful life | 3 years | |
Furniture and Fixtures [Member] | ||
Estimated useful life | 7 years | |
Leasehold improvements [Member] | ||
Estimated useful life | 5 years |
COMMON STOCK (Details)
COMMON STOCK (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Options Outstanding | ||
Number of Options/Warrants Outstanding, Beginning | 32,645,000 | 1,775,000 |
Number of Options/Warrants Outstanding, Granted | 300,000 | 30,880,000 |
Number of Options/Warrants Outstanding, Exercised | (700,000) | (10,000) |
Number of Options/Warrants Outstanding, Forfeited | (10,000) | |
Number of Options/Warrants Outstanding, Ending | 32,235,000 | 32,645,000 |
Number of Options Outstanding, Exercisable Ending | 9,891,666 | 1,395,000 |
Weighted Average Exercise Price, Beginning | $ 0.12 | $ 0.24 |
Weighted Average Exercise Price, Granted | 0.12 | 0.12 |
Weighted Average Exercise Price, Exercised | 0 | 0.15 |
Weighted Average Exercise Price, Forfeited | 0.15 | 0 |
Weighted Average Exercise Price, Ending | 0.13 | 0.12 |
Weighted Average Exercise Price, Exercisable | $ 0.12 | $ 0.24 |
Weighted Average Remaining Contractual Term in Years, Beginning | 9 years 9 months 18 days | 7 years 8 months 12 days |
Weighted Average Remaining Contractual Term in Years, Granted | 9 years | 9 years 10 months 24 days |
Weighted Average Remaining Contractual Term in Years, Exercised | 5 years 6 months | |
Weighted Average Remaining Contractual Term in Years, Forfeited | 6 years 2 months 12 days | |
Weighted Average Remaining Contractual Term in Years, Ending | 8 years 9 months 18 days | 9 years 9 months 18 days |
Weighted Average Remaining Contractual Term in Years, Exercisable Ending | 8 years 9 months 18 days | 6 years 8 months 12 days |
Aggregate Intrinsic Value, Beginning | $ 0 | $ 0 |
Aggregate Intrinsic Value, Ending | 0 | 0 |
Aggregate Intrinsic Value, Exercisable | $ 0 | $ 0 |
Nonvested Options | ||
Number of Options Nonvested, Beginning | 30,880,000 | 0 |
Number of Options Nonvested, Granted | 300,000 | 30,880,000 |
Number of Options Nonvested, Vested | (8,126,666) | |
Number of Options Nonvested, Forfeited/Expired | 0 | 0 |
Number of Options Nonvested, Ending | 23,053,334 | 30,880,000 |
Weighted Average grant date Fair Value Nonvested, Beginning | $ 0 | $ 0 |
Weighted Average grant date Fair Value Nonvested, Granted | 0 | 9.9 |
Weighted Average grant date Fair Value Nonvested, Vested | 0 | 0 |
Weighted Average grant date Fair Value Nonvested, Ending | $ 0 | $ 9.9 |
Weighted Average Remaining Years to vest Nonvested, Beginning | 9 years 9 months 18 days | |
Weighted Average Remaining Years to vest Nonvested, Granted | 9 years | |
Weighted Average Remaining Years to vest Nonvested, Vested | 8 years 9 months 18 days | |
Weighted Average Remaining Years to vest Nonvested, Ending | 8 years 3 months 18 days |
COMMON STOCK (Details 1)
COMMON STOCK (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Shares issued, warrants | 30,673,688 | 19,350,000 |
Investors [Member] | ||
Expiration date | Apr. 19, 2026 | Apr. 19, 2026 |
Issued date | Apr. 19, 2021 | Apr. 19, 2021 |
Shares issued, warrants | 7,312,500 | 5,850,000 |
Exercise price, per share | $ 0.08 | $ 0.10 |
Investors 1 [Member] | ||
Expiration date | Apr. 22, 2026 | Apr. 22, 2026 |
Issued date | Apr. 22, 2021 | Apr. 22, 2021 |
Shares issued, warrants | 7,312,500 | 5,850,000 |
Exercise price, per share | $ 0.08 | $ 0.10 |
Investors 2 [Member] | ||
Expiration date | Apr. 30, 2026 | Apr. 30, 2026 |
Issued date | Apr. 30, 2021 | Apr. 30, 2021 |
Shares issued, warrants | 3,656,250 | 650,000 |
Exercise price, per share | $ 0.08 | $ 0.20 |
Investor 3 [Member] | ||
Expiration date | May 04, 2026 | Apr. 30, 2026 |
Issued date | May 04, 2021 | Apr. 30, 2021 |
Shares issued, warrants | 3,656,250 | 650,000 |
Exercise price, per share | $ 0.08 | $ 0.25 |
Investors 4 [Member] | ||
Expiration date | May 19, 2026 | May 04, 2026 |
Issued date | May 19, 2021 | May 04, 2021 |
Shares issued, warrants | 3,656,250 | 650,000 |
Exercise price, per share | $ 0.08 | $ 0.20 |
Investors 5 [Member] | ||
Expiration date | Aug. 31, 2026 | May 04, 2026 |
Issued date | Aug. 31, 2021 | May 04, 2021 |
Shares issued, warrants | 4,687,500 | 650,000 |
Exercise price, per share | $ 0.08 | $ 0.25 |
Investors 6 [Member] | ||
Expiration date | Jul. 28, 2027 | May 19, 2026 |
Issued date | Jul. 29, 2022 | May 19, 2021 |
Shares issued, warrants | 87,500 | 650,000 |
Exercise price, per share | $ 0.20 | $ 0.20 |
Investors 7 [Member] | ||
Expiration date | Jul. 28, 2027 | May 16, 2026 |
Issued date | Jul. 29, 2022 | May 19, 2021 |
Shares issued, warrants | 87,500 | 650,000 |
Exercise price, per share | $ 0.25 | $ 0.25 |
Investors 8 [Member] | ||
Expiration date | Aug. 04, 2027 | Aug. 31, 2026 |
Issued date | Aug. 05, 2022 | Aug. 31, 2021 |
Shares issued, warrants | 43,750 | 3,750,000 |
Exercise price, per share | $ 0.20 | $ 0.10 |
Investors 9 [Member] | ||
Expiration date | Aug. 04, 2027 | |
Issued date | Aug. 05, 2022 | |
Shares issued, warrants | 43,750 | |
Exercise price, per share | $ 0.25 | |
Investors 10 [Member] | ||
Expiration date | Aug. 18, 2027 | |
Issued date | Aug. 19, 2022 | |
Shares issued, warrants | 43,750 | |
Exercise price, per share | $ 0.20 | |
Investors 11 [Member] | ||
Expiration date | Aug. 18, 2027 | |
Issued date | Aug. 19, 2022 | |
Shares issued, warrants | 43,750 | |
Exercise price, per share | $ 0.25 | |
Investors 12 [Member] | ||
Expiration date | Nov. 27, 2027 | |
Issued date | Nov. 28, 2022 | |
Shares issued, warrants | 9,407 | |
Exercise price, per share | $ 0.20 | |
Investors 13 [Member] | ||
Expiration date | Nov. 27, 2027 | |
Issued date | Nov. 28, 2022 | |
Shares issued, warrants | 9,406 | |
Exercise price, per share | $ 0.25 | |
Investors 14 [Member] | ||
Expiration date | Dec. 14, 2027 | |
Issued date | Dec. 15, 2022 | |
Shares issued, warrants | 11,813 | |
Exercise price, per share | $ 0.20 | |
Investors 15 [Member] | ||
Expiration date | Dec. 14, 2027 | |
Issued date | Dec. 15, 2022 | |
Shares issued, warrants | 11,812 | |
Exercise price, per share | $ 0.25 |
COMMON STOCK (Details 2)
COMMON STOCK (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
COMMON STOCK | ||
Number of Warrants Outstanding, Beginning | 10,600,000 | |
Number of Warrants Outstanding, Granted | 392,438 | 10,600,000 |
Number of Warrants Outstanding, additions due to down round feature | 10,931,250 | 8,750,000 |
Additions due to down round feature intrinsic value | $ 2,520,134 | $ 1,307,330 |
Number of Warrants Outstanding, Forfeited/expired | 0 | 0 |
Number of Warrants Outstanding, Ending | 30,673,688 | 19,350,000 |
Weighted Average Exercise Price of Warrants, Beginning | $ 0.23 | $ 0 |
Weighted Average Exercise Price of Warrants, Granted | 0.23 | 0.23 |
Weighted Average Exercise Price of Warrants, additions due to down round feature | 0.08 | 0.10 |
Weighted Average Exercise Price of Warrants, Forfeited/Expired | 0 | 0 |
Weighted Average Exercise Price of Warrants, Ending | $ 0.08 | $ 0.13 |
Weighted Average Remaining Life of Warrants in Years, Granted | 4 years 7 months 28 days | 4 years 4 months 24 days |
Weighted Average Remaining Life of Warrants in Years, Additions due to Down Round feature | 3 years 4 months 24 days | 4 years 4 months 24 days |
Weighted Average Remaining Life of Warrants in Years, Ending | 3 years 5 months 12 days | 4 years 4 months 24 days |
Aggregate Intrinsic Value of Warrants, Ending | $ 3,827,464 | $ 1,307,330 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Mar. 29, 2021 | Jan. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2021 | Apr. 01, 2021 | Apr. 13, 2020 | |
Common stock, share issued | 13,827,049 | ||||||
Common stock shares issued for cash, shares | 5,722,844 | 42,719,600 | |||||
Common stock shares issued for cash, value | $ 450,000 | $ 2,776,230 | |||||
Common stock shares issued to debt holder, shares | 3,980,000 | ||||||
Common stock shares issued debt holder, value | $ 1,513,366 | ||||||
Common stock issued on acquisition, share | 9,296,617 | ||||||
Common stock issued on acquisition, value | $ 1,025,000 | ||||||
Common stock issued upon conversion, share | 227,368 | 1,888,463 | |||||
Convertible debt conversion, value | $ 22,387 | $ 188,846 | |||||
Stock-based compensation, share | 8,426,837 | 3,151,416 | |||||
Stock-based compensation, value | $ 1,817,123 | $ 331,945 | |||||
Repurchase of Common stock, share | 1,250,000 | ||||||
Repurchase of Common stock, value | $ 100,000 | ||||||
Common stock issued for conversion of services related payables, shares | 16,376,047 | ||||||
Common stock issued for conversion of services related payables, value | $ 638,215 | ||||||
Common stock issued for exercise of stock options, shares | 700,000 | ||||||
Common stock issued for exercise of stock options, value | $ 2,100 | ||||||
Shares issued, warrants | 30,673,688 | 19,350,000 | |||||
Common Stock Warrants issued | 181,320,528 | 167,493,479 | 10,420,000 | ||||
Common Stock Warrants [Member] | |||||||
Exercise prices description | exercise price of $0.20 and $0.25 | ||||||
Common Stock Warrants issued to relate parties | 42,438 | ||||||
Common Stock Warrants issued | 392,438 | 19,350,000 | |||||
Common shares issuable upon exercise of the Common Stock Warrants | 130,273,688 | ||||||
Common stock warrants term | 5 years | ||||||
Warrants [Member] | |||||||
Exercise price, per share | $ 0.08 | $ 0.10 | $ 0.10 | ||||
Shares issued, warrants | 19,350,000 | 3,900,000 | 6,700,000 | ||||
Warrants 1 [Member] | |||||||
Exercise price, per share | $ 0.10 | $ 0.25 | $ 0.25 | ||||
Shares issued, warrants | 1,794,704 | 6,700,000 | 150,000 | ||||
Warrants 2 [Member] | |||||||
Exercise price, per share | $ 0.08 | $ 0.10 | |||||
Shares issued, warrants | 10,931,250 | 6,500,000 | |||||
Warrants 3 [Member] | |||||||
Exercise price, per share | $ 0.10 | ||||||
Shares issued, warrants | 2,250,000 | ||||||
Restricted Stock Compensation [Member] | |||||||
Restricted common stock issued for srvice, shares | 200,000 | 250,000 | 250,000 | ||||
Restricted common stock issued for srvice, value | $ 10,000 | $ 122,375 | |||||
Price per share | $ 0.05 | $ 0.089 | $ 0.25 | ||||
Restricted Stock Compensation [Member] | 2020 Service [Member] | Chief Executive Officers [Member] | |||||||
Restricted shares of common stock issued for bonus, shares | 1,300,000 | ||||||
Restricted Stock Compensation [Member] | 2021 Service [Member] | Chief Executive Officers [Member] | |||||||
Restricted shares of common stock issued for bonus, shares | 1,600,000 | ||||||
Bonus share description on revenue basis | The Chief Executive Officer could earn fully vested restricted stock based on revenue bands; 800,000 for revenues from $2,600,000 to $3,200,000; 1,200,000 for revenues of $3,200,001 to $4,500,000; 1,600,000 for revenues of $4,500,001 to $5,999,999; or 2,000,000 for revenues above $6,000,000 | ||||||
Restricted shares of common stock issued for bonus, value | $ 176,160 | $ 160,645 | |||||
Restricted Stock Compensation [Member] | 2022 Service [Member] | Chief Executive Officers [Member] | |||||||
Restricted shares of common stock issued for bonus, shares | 4,000,000 | ||||||
Restricted shares of common stock issued for bonus, value | $ 356,000 | ||||||
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 | ||||||
Exchange of common stock share | 4,772,844 | ||||||
Line of credit, aggregate amout | 350,000 | ||||||
Equity line of credit | $ 4,650,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, plant and equipment, gross | $ 154,378 | $ 150,225 |
Less accumulated depreciation | (80,184) | (57,663) |
Property, plant and equipment, net | 74,194 | 92,562 |
Equipment [Member] | ||
Property, plant and equipment, gross | 22,240 | 22,240 |
Vehicle [Member] | ||
Property, plant and equipment, gross | 32,000 | 32,000 |
Furniture and Fixtures [Member] | ||
Property, plant and equipment, gross | 69,840 | 69,840 |
Leasehold improvements [Member] | ||
Property, plant and equipment, gross | $ 30,298 | $ 26,145 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT | ||
Depreciation expense on property and equipment | $ 22,521 | $ 6,745 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
Balance, beginning | $ 1,484,966 |
2022 activity | 0 |
Balance, ending | $ 1,484,966 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Gross carrying amount | $ 8,255,110 | $ 7,965,297 |
Impairment | 0 | 0 |
Accumulated amortization | (5,294,241) | (4,024,677) |
Net carrying amount | 2,960,869 | 3,940,621 |
Capitalized Software [Member] | ||
Gross carrying amount | 3,014,490 | 2,724,678 |
Impairment | 0 | 0 |
Accumulated amortization | (2,483,429) | (2,131,897) |
Net carrying amount | 531,061 | 592,781 |
Customer Relationships [Member] | ||
Gross carrying amount | 3,713,443 | 3,713,443 |
Impairment | 0 | 0 |
Accumulated amortization | (1,363,054) | (643,560) |
Net carrying amount | 2,350,380 | 3,069,874 |
Acquired Technology [Member] | ||
Gross carrying amount | 1,527,186 | 1,527,186 |
Impairment | 0 | 0 |
Accumulated amortization | (1,447,758) | (1,249,220) |
Net carrying amount | $ 79,428 | $ 277,966 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS (Details 2) | 12 Months Ended |
Dec. 31, 2022 | |
Weighted-Average Amortization period | 5 years 10 months 24 days |
Capitalized Software [Member] | |
Weighted-Average Amortization period | 3 years 2 months 12 days |
Customer Relationships [Member] | |
Weighted-Average Amortization period | 4 years |
Acquired Technology [Member] | |
Weighted-Average Amortization period | 5 years |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS (Details 3) | Dec. 31, 2022 USD ($) |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
2023 | $ 1,025,042 |
2024 | 838,140 |
2025 | 838,140 |
2026 | 259,547 |
2027 | 0 |
2028 | 0 |
2029 | $ 0 |
GOODWILL AND OTHER INTANGIBLE_7
GOODWILL AND OTHER INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | ||
Amortization expense of intangible assets | $ 1,269,564 | $ 1,287,853 |
LONG TERM DEBT (Details )
LONG TERM DEBT (Details ) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Long-Term Debt, Gross | $ 5,728,792 | $ 3,863,827 |
Less current maturities | (4,279,531) | (2,325,339) |
Total Long-term debt | 1,449,261 | 1,538,488 |
Note Bearing Interest Eight [Member] | ||
Total Long-term debt | $ 32,752 | 38,488 |
Interest rate | 18% | |
Due date | Oct. 01, 2023 | |
Convertible Notes Payable Sixteen [Member] | ||
Total Long-term debt | $ 0 | 483,150 |
Interest rate | 18% | |
Due date | Dec. 31, 2020 | |
Convertible Notes Payable Fifteen [Member] | ||
Total Long-term debt | $ 253,184 | 0 |
Interest rate | 15% | |
Due date | Feb. 15, 2023 | |
Convertible Notes Payable Seventeen [Member] | ||
Total Long-term debt | $ 135,888 | 0 |
Interest rate | 18% | |
Due date | Mar. 31, 2023 | |
Convertible Notes Payable Eighteen [Member] | ||
Total Long-term debt | $ 0 | 116,562 |
Interest rate | 8% | |
Due date | Apr. 15, 2021 | |
Convertible Notes Payable Nine [Member] | ||
Total Long-term debt | $ 1,960,965 | 0 |
Interest rate | 17.50% | |
Due date | Feb. 28, 2026 | |
Convertible Notes Payable Ten [Member] | ||
Total Long-term debt | $ 50,892 | 0 |
Interest rate | 14% | |
Due date | Jan. 15, 2023 | |
Convertible Notes Payable Eleven [Member] | ||
Total Long-term debt | $ 329,227 | 0 |
Interest rate | 14% | |
Due date | Apr. 21, 2023 | |
Convertible Notes Payable Twelve [Member] | ||
Total Long-term debt | $ 108,778 | 0 |
Interest rate | 14% | |
Due date | Feb. 28, 2023 | |
Convertible Notes Payable Thirteen [Member] | ||
Total Long-term debt | $ 506,370 | 0 |
Interest rate | 15% | |
Due date | Jan. 25, 2023 | |
Convertible Notes Payable Fourteen [Member] | ||
Total Long-term debt | $ 253,184 | 0 |
Interest rate | 15% | |
Due date | Feb. 01, 2023 | |
Note Bearing Interest Six [Member] | ||
Total Long-term debt | $ 1,012,500 | 1,012,637 |
Interest rate | 18% | |
Due date | Oct. 01, 2023 | |
Note Bearing Interest Seven [Member] | ||
Total Long-term debt | $ 506,250 | 506,318 |
Interest rate | 18% | |
Due date | Oct. 01, 2023 | |
Notes Payables [Member] | ||
Total Long-term debt | $ 0 | 162,625 |
Interest rate | 12% | |
Due date | Jul. 31, 2022 | |
Notes Payable One [Member] | ||
Total Long-term debt | $ 0 | 379,458 |
Interest rate | 12% | |
Due date | Jul. 31, 2022 | |
Notes Payable Two [Member] | ||
Total Long-term debt | $ 578,802 | 541,589 |
Interest rate | 12% | |
Due date | May, 2023 | |
Notes Payable Three [Member] | ||
Total Long-term debt | $ 0 | 145,301 |
Interest rate | 12% | |
Due date | Apr. 27, 2022 | |
Notes Payable Four [Member] | ||
Total Long-term debt | $ 0 | 235,548 |
Interest rate | 12% | |
Due date | Apr. 25, 2022 | |
Notes Payable Five [Member] | ||
Total Long-term debt | $ 0 | $ 242,151 |
Interest rate | 12% | |
Due date | May 12, 2022 |
LONG TERM DEBT (Details 1)
LONG TERM DEBT (Details 1) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
LONG TERM DEBT (Details ) | ||
2022 | $ 0 | $ 1,508,628 |
2023 | 573,401 | 8,628 |
2024 | 679,438 | 8,628 |
2025 | 196,422 | 8,628 |
2026 | 0 | 3,976 |
2027 | 0 | 0 |
Long-term debt, maturities | $ 1,449,261 | $ 1,538,488 |
LONG TERM DEBT (Details Narrati
LONG TERM DEBT (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Aug. 31, 2022 | Aug. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 30, 2018 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Investors 1 [Member] | |||||||||
Conversion of outstanding principal and interest | $ 125,000 | ||||||||
Conversion of outstanding principal and interest, Shares | 1,250,000 | ||||||||
Investors 2 [Member] | |||||||||
Conversion of outstanding principal and interest | $ 35,000 | ||||||||
Conversion of outstanding principal and interest, Shares | 350,000 | ||||||||
Investor 3 [Member] | |||||||||
Conversion of outstanding principal and interest | $ 28,846 | ||||||||
Conversion of outstanding principal and interest, Shares | 288,463 | ||||||||
Promissory Note [Member] | |||||||||
Interest rate | 18% | 18% | |||||||
Debt maturity date | Dec. 31, 2020 | Dec. 31, 2019 | |||||||
Notes Payables [Member] | |||||||||
Note payable | $ 556,000 | $ 714,000 | |||||||
Description | After the end of fiscal 2020, the maturity on note payable to the related party was extended to a new 2-year term note payable bearing interest rate payable of 18% per annum with a maturity date of December 31, 2022. The note will pay monthly cash interest only in the first year (12 months) of note payable term. In the 2nd year, the note payable will be repaid with 12 monthly installment payments of interest and principal until fully repaid. This note was fully repaid in February of 2022 | ||||||||
Notes Payable One [Member] | |||||||||
Note payable | $ 87,500 | ||||||||
Interest Rate | 8% | ||||||||
Unsecured Promissory Note [Member] | July 2022 [Member] | |||||||||
Other Warrant Shares | 87,500 | ||||||||
Exercise price one | $ 0.20 | ||||||||
First Warrant Shares | 87,500 | ||||||||
Exercise price, per share | $ 0.25 | ||||||||
Common Stock Term | 5 years | ||||||||
Convertible Promissory Note | $ 500,000 | ||||||||
Maturity date | 6 years | ||||||||
Interest Rate | 14% | ||||||||
Warrant Issued | 175,000 | ||||||||
Debt discount | $ 2,775 | ||||||||
Unsecured Promissory Note [Member] | April 2022 [Member] | |||||||||
Maturity date | 6 years | ||||||||
Unsecured promissory note payable | $ 50,000 | ||||||||
Interest rate | 14% | ||||||||
Unsecured Promissory Note [Member] | June 2022 [Member] | |||||||||
Maturity date | 6 years | ||||||||
Unsecured promissory note payable | $ 100,000 | ||||||||
Warrants term | 5 years | ||||||||
Debt discount | $ 1,156 | ||||||||
Warrant puchase | 18,813 | ||||||||
Interest rate | 14% | ||||||||
Description of exercise price | The exercise price per share of Common stock under this Warrant is $0.25 per share for 9,407 warrants and $0.20 per share for 9,406 warrants | ||||||||
Unsecured Promissory Note [Member] | August 2022 [Member] | |||||||||
Other Warrant Shares | 87,500 | ||||||||
Exercise price one | $ 0.20 | ||||||||
First Warrant Shares | 87,500 | ||||||||
Exercise price, per share | $ 0.25 | ||||||||
Common Stock Term | 5 years | ||||||||
Convertible Promissory Note | $ 250,000 | ||||||||
Maturity date | 6 years | ||||||||
Interest Rate | 14% | ||||||||
Warrant Issued | 175,000 | ||||||||
Debt discount | $ 4,669 | ||||||||
Unsecured Promissory Note [Member] | December 2022 [Member] | |||||||||
Other Warrant Shares | 11,813 | ||||||||
Exercise price one | $ 0.25 | ||||||||
First Warrant Shares | 11,812 | ||||||||
Exercise price, per share | $ 0.20 | ||||||||
Common Stock Term | 5 years | ||||||||
Convertible Promissory Note | $ 55,000 | ||||||||
Maturity date | 4 months | ||||||||
Interest Rate | 15% | ||||||||
Warrant Issued | 23,625 | ||||||||
Additional convertible promissory note | $ 80,000 | ||||||||
Additionl Interest Rate | 15% | ||||||||
Conversion rate | $ 0.08 | ||||||||
Debt discount | $ 10,230 | ||||||||
Convertible Promissory Note Payable One [Member] | |||||||||
Exercise price one | $ 0.25 | ||||||||
First Warrant Shares | 1,300,000 | ||||||||
Exercise price, per share | $ 0.20 | ||||||||
Convertible promissory note payable | $ 500,000 | ||||||||
Issuance and received in exchange | $ 500,000 | ||||||||
Warrants term | 5 years | ||||||||
Debt discount | $ 18,467 | ||||||||
Strike price per shares | $ 0.10 | $ 0.08 | |||||||
Additional warrants shares issued | 3,250,000 | 1,462,500 | |||||||
Total warrant Shares | 5,850,000 | 7,312,500 | |||||||
Warrant Shares | 1,300,000 | ||||||||
Warrant puchase | 2,600,000 | ||||||||
Restricted shares | 788,000 | ||||||||
Conversion percentage | 4.99% | ||||||||
Interest rate | 12% | ||||||||
Consideration amount | $ 55,400 | ||||||||
Convertible Promissory Note Payable One [Member] | August 2021 [Member] | |||||||||
Maturity date | 24 years | ||||||||
Convertible promissory note payable | $ 500,000 | ||||||||
Interest rate | 15% | ||||||||
Convertible Promissory Note Payable One [Member] | April 2021 [Member] | |||||||||
Convertible promissory note payable | $ 250,000 | ||||||||
Issuance and received in exchange | $ 250,000 | ||||||||
Convertible Promissory Note Payable Two [Member] | |||||||||
Exercise price one | $ 0.25 | ||||||||
First Warrant Shares | 650,000 | ||||||||
Exercise price, per share | $ 0.20 | ||||||||
Conversion of outstanding principal and interest, Shares | 35,000 | ||||||||
Convertible promissory note payable | $ 250,000 | ||||||||
Issuance and received in exchange | $ 245,000 | ||||||||
Warrants term | 5 years | ||||||||
Strike price per shares | $ 0.08 | ||||||||
Additional warrants shares issued | 2,356,250 | ||||||||
Total warrant Shares | 3,656,250 | ||||||||
Warrant Shares | 650,000 | ||||||||
Warrant puchase | 1,300,000 | ||||||||
Restricted shares | 390,000 | ||||||||
Conversion percentage | 4.99% | ||||||||
Interest rate | 12% | ||||||||
Conversion of outstanding principal and interest, value | $ 350,000 | ||||||||
Convertible Promissory Note Payable Three [Member] | |||||||||
Exercise price one | $ 0.25 | ||||||||
First Warrant Shares | 650,000 | ||||||||
Exercise price, per share | $ 0.20 | ||||||||
Conversion of outstanding principal and interest, Shares | 35,000 | ||||||||
Convertible promissory note payable | $ 250,000 | ||||||||
Issuance and received in exchange | $ 230,000 | ||||||||
Warrants term | 5 years | ||||||||
Strike price per shares | $ 0.08 | ||||||||
Additional warrants shares issued | 2,356,250 | ||||||||
Total warrant Shares | 3,656,250 | ||||||||
Warrant Shares | 650,000 | ||||||||
Warrant puchase | 1,300,000 | ||||||||
Restricted shares | 390,000 | ||||||||
Conversion percentage | 4.99% | ||||||||
Interest rate | 12% | ||||||||
Conversion of outstanding principal and interest, value | $ 350,000 | ||||||||
Conversion price | $ 0.10 | ||||||||
Convertible Promissory Note Payable [Member] | May 2021 [Member] | |||||||||
Exercise price one | $ 0.25 | ||||||||
First Warrant Shares | 650,000 | ||||||||
Exercise price, per share | $ 0.20 | ||||||||
Conversion of outstanding principal and interest, Shares | 288,463 | ||||||||
Convertible promissory note payable | $ 250,000 | ||||||||
Issuance and received in exchange | $ 248,000 | ||||||||
Warrants term | 5 years | ||||||||
Strike price per shares | $ 0.08 | ||||||||
Additional warrants shares issued | 2,356,250 | ||||||||
Total warrant Shares | 3,656,250 | ||||||||
Warrant Shares | 650,000 | ||||||||
Warrant puchase | 1,300,000 | ||||||||
Restricted shares | 390,000 | ||||||||
Conversion percentage | 4.99% | ||||||||
Interest rate | 12% | ||||||||
Conversion of outstanding principal and interest, value | $ 28,846 | ||||||||
Conversion price | $ 0.10 | ||||||||
Common stock | 227,368 | ||||||||
Additional | $ 22,387 | ||||||||
Fees | $ 350 | ||||||||
Convertible Promissory Note Payable [Member] | August 2021 [Member] | |||||||||
Exercise price, per share | $ 0.25 | ||||||||
Maturity date | 24 years | ||||||||
Convertible promissory note payable | $ 1,000,000 | ||||||||
Warrants term | 5 years | ||||||||
Strike price per shares | $ 0.10 | $ 0.10 | |||||||
Additional warrants shares issued | 937,500 | 3,750,000 | |||||||
Total warrant Shares | 4,687,500 | 2,250,000 | |||||||
Warrant puchase | 1,500,000 | ||||||||
Restricted shares | 1,000,000 | ||||||||
Interest rate | 15% | ||||||||
Convertible Promissory Note Payable [Member] | November 2021 [Member] | |||||||||
Maturity date | 60 months | ||||||||
Convertible promissory note payable | $ 40,071 | ||||||||
Principal interest due | $ 791 | ||||||||
Convertible Promissory Note Payable [Member] | April 2021 [Member] | |||||||||
Exercise price one | $ 0.25 | ||||||||
First Warrant Shares | 1,300,000 | ||||||||
Exercise price, per share | $ 0.20 | ||||||||
Convertible promissory note payable | $ 150,000 | ||||||||
Issuance and received in exchange | $ 150,000 | ||||||||
Warrants term | 5 years | ||||||||
Strike price per shares | $ 0.10 | $ 0.08 | |||||||
Additional warrants shares issued | 3,250,000 | 1,462,500 | |||||||
Total warrant Shares | 5,850,000 | 7,312,500 | |||||||
Warrant Shares | 1,300,000 | ||||||||
Warrant puchase | 2,600,000 | ||||||||
Restricted shares | 780,000 | ||||||||
Conversion percentage | 4.99% | ||||||||
Interest rate | 12% | ||||||||
Secured Promissory Note [Member] | February 28, 2022 [Member] | |||||||||
Secured promissory note payable | $ 2,000,000 | ||||||||
Issuance and received in exchange | $ 1,970,000 | ||||||||
Interest rate | 17.50% | ||||||||
Minimum cash balance | $ 150,000 | ||||||||
Unsecured Promissory Note One [Member] | April 2022 [Member] | |||||||||
Maturity date | 6 years | 24 years | |||||||
Unsecured promissory note payable | $ 300,000 | ||||||||
Interest rate | 14% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
INCOME TAXES | ||
Net Operating Losses | $ 14,849,000 | $ 14,986,000 |
Intangible assets | 74,000 | |
Stock based compensation | 418,000 | |
Property and equipment | 140,000 | |
Valuation Allowance | 15,201,000 | 14,986,000 |
Net Deferred Tax Asset | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
INCOME TAXES | ||
Federal Income Tax Rate | 21% | 21% |
Permanent Differences | (2.00%) | |
State Taxes, net | 3% | |
Change in valuation allowance including the effect of the rate change | (22.00%) | (21.00%) |
Effective income tax rate | 0% | 0% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
INCOME TAXES | |
Operating loss carryforwards, federal | $ 18,645,000 |
Description of operating loss carryforwards, federal | federal net operating loss carryforwards of approximately $51,128,000 which at the latter date may be carried forward for tax years ending through December 31, 2037 |
CONCENTRATION OF CREDIT RISK (D
CONCENTRATION OF CREDIT RISK (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Total revenue percentage | 10% | 10% |
Description of concentration of credit risk | Overall, the company decreased its accounts receivable ending balance approximately (34%) in 2022 from year-end 2021, compared to an over 61% growth in sales for 2022 | |
FDIC insured limit | $ 250 | |
Customers [Member] | ||
Percentage of accounts receivable | 31% | |
Customers Two [Member] | ||
Percentage of accounts receivable | 12% | 11% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 31, 2022 USD ($) |
Lease Commitments | $ 1,309,474 |
Less Than 1 Year [Member] | |
Lease Commitments | 268,532 |
1-3 years [Member] | |
Lease Commitments | 752,235 |
3-5 years [Member] | |
Lease Commitments | $ 288,707 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details 1) - Lease [Member] | Dec. 31, 2022 USD ($) |
Undiscounted Minimum Lease Commitments | $ 1,309,474 |
Present Value Adjustment Using Incremental Borrowing Rate | (330,599) |
Lease Liabilities | $ 978,875 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Sep. 10, 2021 | Nov. 15, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Foregoing additional shares purchase | 1,250,000 | ||||
Annual base salary increased | $ 348,000 | ||||
Obliged liabilities | $ 863,274 | ||||
November 1, 2022 [Member] | |||||
Common stock shares acquired | 9,000,000 | ||||
Cash bond | $ 200,000 | ||||
Number of shares acquire or redeem | 5,401,887 | ||||
Cost per share amount | $ 0.08 | ||||
Foregoing additional shares purchase | 9,000,000 | ||||
Settlement amont to SPR | $ 100,000 | ||||
Cash bond realeased to SPR | 100,000 | ||||
Annual base salary increased | 317,500 | ||||
June 15, 2021 [Member] | |||||
Reasonable award | 270,020 | ||||
Previously accrued | 523,415 | ||||
Lease [Member] | |||||
Lease Agreement Description | 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 Company signed a three-year lease agreement for approximately 4,100 square feet of office space located in Winter Garden | |||
Lease Costs | 344,301 | ||||
Cash Paid Measurement Of Lease Liabilities | $ 285,786 | ||||
Robert McDermott [Member] | |||||
Restricted shares received | 4,000,000 | 1,600,000 | 600,000 | ||
Robert McDermott [Member] | July 1, 2018 [Member] | Employment agreement [Member] | |||||
Common stock shares issuable upon exercise of stock options vested | 18,000,000 | ||||
Annual base salary | $ 295,000 | ||||
Robert McDermott [Member] | December 16, 2022 [Member] | Employment agreement [Member] | |||||
Common stock shares issuable upon exercise of stock options vested | 4,500,000 | ||||
Robert McDermott [Member] | December 16, 2023 [Member] | Employment agreement [Member] | |||||
Common stock shares issuable upon exercise of stock options vested | 4,500,000 | ||||
Robert McDermott [Member] | December 16, 2024 [Member] | Employment agreement [Member] | |||||
Common stock shares issuable upon exercise of stock options vested | 4,500,000 | ||||
Robert McDermott [Member] | December 16, 2025 [Member] | Employment agreement [Member] | |||||
Common stock shares issuable upon exercise of stock options vested | 4,500,000 | ||||
David Fidanza [Member] | December 16, 2022 [Member] | Fidanza 2018 Agreement [Member] | |||||
Common stock shares issuable upon exercise of stock options vested | 750,000 | ||||
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, (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. For the year ended December 31, 2022, Mr. Fidanza received an award of 250,000 restricted shares which has been reflected in compensation expense in the accompanying 2022 Statements of Operations. | ||||
Annual base salary | $ 176,555 | ||||
David Fidanza [Member] | December 16, 2022 [Member] | December 16, 2022 Litigation [Member] | |||||
Common stock shares issuable upon exercise of stock options vested | 750,000 | ||||
Annual base salary | $ 190,000 | ||||
David Fidanza [Member] | December 16, 2024 [Member] | Fidanza 2018 Agreement [Member] | |||||
Common stock shares issuable upon exercise of stock options vested | 750,000 | ||||
David Fidanza [Member] | December 16, 2025 [Member] | Fidanza 2018 Agreement [Member] | |||||
Common stock shares issuable upon exercise of stock options vested | 750,000 | ||||
David Fidanza [Member] | December 16, 2021 [Member] | Fidanza 2018 Agreement [Member] | |||||
Annual base salary | $ 165,000 | ||||
Murali Chakravarthi [Member] | December 16, 2022 [Member] | Chakravarthi 2018 Agreement [Member] | |||||
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, (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. For the year ended December 31, 2022, Mr. Chakravarthi received an award of 250,000 restricted shares which has been reflected in compensation expense in the accompanying 2022 Statements of Operations. | ||||
Annual base salary | $ 176,555 | ||||
Murali Chakravarthi [Member] | December 16, 2023 [Member] | Chakravarthi 2018 Agreement [Member] | |||||
Annual base salary increased | $ 190,000 | ||||
Option to purchase common stock shares | 3,000,000 | ||||
Common stock shares issuable upon exercise of stock options vested | 750,000 | ||||
Option award vesting shares | 750,000 | ||||
Murali Chakravarthi [Member] | December 16, 2024 [Member] | Chakravarthi 2018 Agreement [Member] | |||||
Common stock shares issuable upon exercise of stock options vested | 750,000 | ||||
Murali Chakravarthi [Member] | December 16, 2025 [Member] | Chakravarthi 2018 Agreement [Member] | |||||
Common stock shares issuable upon exercise of stock options vested | 750,000 | ||||
Murali Chakravarthi [Member] | December 16, 2021 [Member] | Chakravarthi 2018 Agreement [Member] | |||||
Annual base salary | $ 165,000 | ||||
Mr. Jeffrey Stellinga [Member] | December 16, 2022 [Member] | Employment agreement [Member] | |||||
Common stock shares issuable upon exercise of stock options vested | 666,666 | ||||
Annual base salary | $ 157,500 | ||||
Mr. Jeffrey Stellinga [Member] | December 16, 2023 [Member] | Employment agreement [Member] | |||||
Common stock shares issuable upon exercise of stock options vested | 666,666 | ||||
Mr. Jeffrey Stellinga [Member] | December 16, 2024 [Member] | Employment agreement [Member] | |||||
Common stock shares issuable upon exercise of stock options vested | 666,668 | ||||
Mr. Jeffrey Stellinga [Member] | December 16, 2021 [Member] | Employment agreement [Member] | |||||
Annual base salary | $ 150,000 | ||||
Archit Shah [Member] | September 7, 2022 [Member] | Employment agreement [Member] | |||||
Common stock shares issuable upon exercise of stock options vested | 960,000 | ||||
Annual base salary | $ 242,500 | ||||
Archit Shah [Member] | September 7, 2023 [Member] | Employment agreement [Member] | |||||
Common stock shares issuable upon exercise of stock options vested | 960,000 | ||||
Annual base salary | $ 255,000 | ||||
Archit Shah [Member] | September 7, 2024 [Member] | Employment agreement [Member] | |||||
Common stock shares issuable upon exercise of stock options vested | 960,000 | ||||
Archit Shah [Member] | August 18, 2021 [Member] | Employment agreement [Member] | |||||
Annual base salary | $ 232,500 |
BUSINESS COMBINATIONS (Details)
BUSINESS COMBINATIONS (Details) - USD ($) | Sep. 01, 2021 | May 31, 2021 | Apr. 23, 2021 |
Consideration Paid | $ 2,300,000 | $ 125,000 | $ 2,000,000 |
Common Stock [Member] | |||
Consideration Paid | 500,000 | 25,000 | 500,000 |
Cash [Member] | |||
Consideration Paid | $ 1,500,000 | $ 100,000 | $ 1,800,000 |
BUSINESS COMBINATIONS (Details
BUSINESS COMBINATIONS (Details 1) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 01, 2021 | May 31, 2021 | Apr. 23, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Cash | $ 196,153 | $ 71,807 | |||||
TOTAL ASSETS | 6,556,184 | 6,630,343 | |||||
Fixed Assets | 6,556,184 | 6,630,343 | |||||
Total liabilities assumed | 9,057,688 | 5,625,052 | |||||
Goodwill | $ 1,484,966 | $ 1,484,966 | $ 361,376 | $ 361,376 | |||
BCS [Member] | |||||||
Cash | $ 5,120 | ||||||
Other current asset | 0 | ||||||
Right of Use - Lease | 0 | ||||||
TOTAL ASSETS | 0 | ||||||
Fixed Assets | 0 | ||||||
Customer relationships | 100,000 | ||||||
Total assets acquired | 105,120 | ||||||
Due to Seller | 0 | ||||||
Accrued Liability | 0 | ||||||
Deferred revenue | 0 | ||||||
Lease Liability | 0 | ||||||
Total liabilities assumed | 0 | ||||||
Net assets acquired | 105,120 | ||||||
Goodwill | $ 19,880 | ||||||
STS [Member] | |||||||
Cash | $ 150,000 | ||||||
Other current asset | 35,223 | ||||||
Right of Use - Lease | 0 | ||||||
TOTAL ASSETS | 32,000 | ||||||
Fixed Assets | 32,000 | ||||||
Customer relationships | 1,606,805 | ||||||
Total assets acquired | 1,824,028 | ||||||
Due to Seller | 0 | ||||||
Accrued Liability | 0 | ||||||
Deferred revenue | 0 | ||||||
Lease Liability | 0 | ||||||
Total liabilities assumed | 0 | ||||||
Net assets acquired | 1,824,028 | ||||||
Goodwill | $ 175,972 | ||||||
Advantech [Member] | |||||||
Cash | $ 26,944 | ||||||
Other current asset | 0 | ||||||
Right of Use - Lease | 0 | ||||||
TOTAL ASSETS | 9,875 | ||||||
Fixed Assets | 9,875 | ||||||
Customer relationships | 1,476,630 | ||||||
Total assets acquired | 1,513,449 | ||||||
Due to Seller | 0 | ||||||
Accrued Liability | 11,185 | ||||||
Deferred revenue | 0 | ||||||
Lease Liability | 0 | ||||||
Total liabilities assumed | 11,185 | ||||||
Net assets acquired | 1,502,264 | ||||||
Goodwill | $ 797,736 |
BUSINESS COMBINATIONS (Detail_2
BUSINESS COMBINATIONS (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | ||||||
Sep. 03, 2021 | May 31, 2021 | Apr. 23, 2021 | May 17, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 01, 2021 | Apr. 01, 2021 | |
Common stock shares issued | 181,320,528 | 167,493,479 | 10,420,000 | |||||
Cash | $ 1,042,000 | |||||||
FASB Accounting Standards Codification [Member] | ||||||||
Annual customer attrition rate | 8% | |||||||
Gross margin percentage | 55% | |||||||
Tax rate | 23.50% | |||||||
Discount rate | 12% | |||||||
Spectrum Technology Solutions [Member] | ||||||||
Cash | $ 1,350,000 | |||||||
Business acquisition, consideration transferred, shares issued | 4,046,617 | |||||||
Business Computer Solutions [Member] | ||||||||
Cash | $ 100,000 | |||||||
Business acquisition, consideration transferred, shares issued | 250,000 | |||||||
Advantech [Member] | ||||||||
Cash | $ 1,800,000 | |||||||
Common stock issued to acquire assets | 5,000,000 | |||||||
Business acquisition, consideration transferred, shares issued | 5,000,000 |
PRO FORMA FINANCIAL STATEMENTS
PRO FORMA FINANCIAL STATEMENTS (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
PRO FORMA FINANCIAL STATEMENTS (Details) | |
Revenue | $ 6,771,946 |
Net loss attributable to Common Stockholders | $ (5,217,917) |
Weighted average common shares outstanding Basic and diluted loss per common share | shares | 146,726,959 |
Basic and diluted loss per common share | $ / shares | $ (0.04) |
Effective income tax rate | 21% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | ||
Interest payment related Party | $ 561,975 | $ 63,216 |
PAYROLL PROTECTION PLAN (Detail
PAYROLL PROTECTION PLAN (Details Narrative) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Loan forgiveness | $ 330,047 |
Paycheck Protection Program [Member] | |
Proceeds from loan amount | $ 330,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jan. 05, 2023 | Mar. 31, 2023 | Feb. 21, 2023 | Jan. 31, 2023 | Jan. 23, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Common stock, par value | $ 0.001 | $ 0.001 | |||||
Stock issuance | 227,368 | 1,888,463 | |||||
Stock issued during period | 5,722,844 | 42,719,600 | |||||
Proceeds from stock issued | $ 450,000 | $ 2,776,230 | |||||
Subsequent Event [Member] | |||||||
Outstanding principal and interest converted amount | $ 81,545 | $ 603,788 | |||||
Exercise price | $ 0.08 | $ 0.10 | |||||
Stock issuance | 1,019,315 | 6,037,883 | |||||
Stock issued during period | 4,750,000 | ||||||
Proceeds from stock issued | $ 475,000 | ||||||
Price per share | $ 0.10 | ||||||
Contract violation charges | $ 635,000 | ||||||
Subsequent Event [Member] | FG Merger Corp [Member] | |||||||
Price per share | $ 0.10 | ||||||
Convertible Note | $ 2,500,000 | ||||||
Convertible note payable | 500,000 | ||||||
Proceeds from debt | $ 2,000,000 | ||||||
Interest rate | 15% | ||||||
Subsequent Event [Member] | Merger Agreement [Member] | |||||||
Pre-transaction equity value | $ 98,000,000 | ||||||
Subsequent Event [Member] | FGMC [Member] | |||||||
Common stock, par value | $ 0.0001 | ||||||
Preferred stock, par value | $ 0.0001 | ||||||
Dividends accrued percentage | 12% |