Nutex Health (NUTX) 10-Q 20 Nov 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 20, 2017
Document and Entity Information:
Entity Registrant Name	iGambit, Inc.
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Trading Symbol	igmb
Amendment Flag	false
Entity Central Index Key	1,479,681
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		124,393,746
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q3

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Current assets
Cash	$ 15,489	$ 10,522
Accounts receivable, net	10,976	0
Prepaid expenses and other current assets	60,870	108,941
Note receivable	0	15,000
Assets from discontinued operations, net	378	373,469
Total current assets	87,713	507,932
Other assets
Property and equipment, net	4,153	1,183
Intangilbe assets, net	6,198,964	0
Goodwill	277,176	0
Deposits	1,945	1,720
Total other assets	6,482,238	2,903
Assets	6,569,951	510,835
Current liabilities
Accounts payable and accrued expenses	318,521	356,005
Accrued interest on notes payable	15,984	0
Amounts due to related parties	5,043	508
Notes payable	52,500	0
Convertible debentures, net	146,620	50,000
Derivative liability	195,370	0
Liabilities from discontinued operations	0	5,973,747
Total liabilities	734,038	6,380,260
Stockholders' equity (deficiency)
Preferred stock, $.001 par value; authorized - 100,000,000 shares; issued and outstanding - 0 shares in 2017 and 2016, respectively	0	0
Common stock, $.001 par value; authorized - 200,000,000 shares; issued and outstanding at September 30, 2017- issued and outstanding at September 30, 2017- 122,868,990 shares and 39,708,990 shares at December 31, 2016	122,869	39,709
Additional paid-in capital	12,507,985	4,321,497
Accumulated deficit	(5,794,941)	(10,230,631)
Total stockholders' equity (deficiency) before Treasury stock	6,835,913	(5,869,425)
Less: Treasury stock; 10,000,000 shares, at cost	(1,000,000)	0
Total stockholders' equity (deficiency)	5,835,913	(5,869,425)
Liabilities and Equity	$ 6,569,951	$ 510,835

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, par value	$ .001	$ .001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ .001	$ .001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares outstanding	122,868,990	39,708,990
Common stock, shares issued	122,868,990	39,708,990
Treasury stock	10,000,000	10,000,000

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Statement [Abstract]
Sales	$ 19,012	$ 0	$ 27,957	$ 0
Cost of Sales	7,952	0	22,564	0
Gross Profit	11,060	0	5,393	0
Operating Expenses
General and Administrative Expense	723,000	75,699	2,129,083	302,146
Loss from operations	(711,940)	(75,699)	(2,123,690)	(302,146)
Other (expenses)
Interest Expense	(16,668)	(671)	(30,333)	(1,883)
Loss from continuing operations	(728,608)	(76,370)	(2,154,023)	(304,029)
Income (loss) from discontinued operations (including gain on disposal of $6,657,848 for the nine months ended September 30, 2017)	7,053,622	293,036	6,589,713	185,773
Net income (loss)	$ 6,325,014	$ 216,666	$ 4,435,690	$ (118,256)
Basic and fully diluted loss per common share:
Continuing operations	$ 0	$ 0	$ (0.03)	$ (0.01)
Discontinued operations	0.06	0	0.09	0
Net loss per common share	$ 0.06	$ 0	$ 0.06	$ (0.01)
Weighted average common shares outstanding - basic and fully diluted	119,891,816	39,683,990	76,055,474	39,683,990

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical)	9 Months Ended
	Sep. 30, 2017USD ($)
Income Statement [Abstract]
Gain on disposal from discontinued operations	$ 6,657,848

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ 4,435,690	$ (118,256)
(Income) loss from discontinued operations	(6,589,713)	(185,773)
Net loss from continuing operations	(2,154,023)	(304,029)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation	830	355
Amortization	663,726
Non cash interest expense	9,812
Stock-based compensation expense	938,825
Increase (Decrease) in cash flows as a result of changes in asset and liability account balances:
Accounts receivable	(8,725)
Prepaid expenses and other current assets	48,071	102,680
Accounts payable and accrued expenses	(37,484)	122,315
Accrued interest on notes payable	15,984
Net cash used by continuing operating activities	(522,984)	(78,679)
Net cash used in discontinued operating activities	(561)	(121,892)
NET CASH USED IN OPERATING ACTIVITIES	(523,545)	(200,571)
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in deposits	(225)	0
Preacquisition loans to subsidiary	(50,000)	0
Loans to deconsolidated subsidiary	(10,382)	0
Cash acquired from acquisition of subsidiary	29,584	0
Net cash used in continuing investing activities	(31,023)	0
Net cash provided by discontinued investing activities	0	15,902
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES	(31,023)	15,902
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of convertible debentures	288,000	0
Proceeds from sale of common stock	275,000	0
Repayment of notes payable	(8,000)	0
Increase in amounts due to related parties	4,535	5,515
Net cash provided by continuing financing activities	559,535	5,515
Net cash provided by discontinued financing activities	0	72,199
NET CASH PROVIDED BY FINANCING ACTIVITIES	559,535	77,714
NET INCREASE (DECREASE) IN CASH	4,967	(106,955)
CASH - BEGINNING OF PERIOD	10,522	122,291
CASH - END OF PERIOD	15,489	15,336
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for Interest	2,259	1,883
Non-cash investing and financing activities:
Debt discount related to derivative liability	192,419	0
Common stock issued in payment of accounts payable	$ 11,250	$ 0

Note 1 - Organization and Basis

Note 1 - Organization and Basis of Presentation	9 Months Ended
	Sep. 30, 2017
Disclosure Text Block [Abstract]
Note 1 - Organization and Basis of Presentation	Note 1 - Organization and Basis of Presentation The consolidated financial statements presented are those of iGambit Inc., (the “Company”) and its wholly-owned subsidiaries, HealthDatix, Inc. (“HealthDatix”), Wala, Inc. doing business as Arcmail Technology (“ArcMail”) and Gotham Innovation Lab Inc. (“Gotham”). The Company was incorporated under the laws of the State of Delaware on April 13, 2000. The Company was originally incorporated as Compusations Inc. under the laws of the State of New York on October 2, 1996. The Company changed its name to BigVault.com Inc. upon changing its state of domicile on April 13, 2000. The Company changed its name again to bigVault Storage Technologies Inc. on December 21, 2000 before changing to iGambit Inc. on April 5, 2006. Gotham was incorporated under the laws of the state of New York on September 23, 2009. The Company is a holding company which seeks out acquisitions of operating companies in technology markets. HealthDatix, Inc. is engaged in the business of streamlining the process of managing information in the document-intensive medical field for customers throughout the United States. ArcMail provides email archive solutions to domestic and international businesses through hardware and software sales, support, and maintenance. Gotham was in the business of providing media technology services to real estate agents and brokers in the New York metropolitan area. Interim Financial Statements The following (a) condensed consolidated balance sheet as of December 31, 2016, which has been derived from audited financial statements, and (b) the unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2017 are not necessarily indicative of results that may be expected for the year ending December 31, 2017 or any other period. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on April 17, 2017. Business Acquisitions On February 14, 2017, the Company acquired Healthdatix, Inc., formerly known as HubCentrix, Inc. in accordance with a stock purchase agreement. Previously,theCompany was focused on the technology markets. The Company has tailored its strategy to focus on pursuing specific medical technology strategies and objectives. The acquisition of HealthDatix, provides the Company with its first medical technology, WellDatix, a proprietary platform that enables physicians to identify patients eligible for Annual Wellness Visits which is reimbursed by Medicare. This technology positions the Company to participate in the anticipated accelerated market needs of the physician community throughout the country.Pursuant to the stock purchase agreement, the total consideration paid for the outstanding capital stock of HealthDatix was 15,000,000 shares of iGambit restricted common stock, valued at $.07 per share. The following table presents the preliminary allocation of the value of the common shares issued for HealthDatix to the acquired identifiable assets, liabilities assumed and goodwill: Fair Value Cash $ 29,584 Accounts receivable, net 2,250 Fixed assets 3,800 Workforce 60,919 Software 156,925 Customer contracts 644,846 Notes payable (60,500 ) Loan payable (65,000 ) Goodwill 277,176 Purchase price $ 1,050,000 The results of operations of HealthDatix for the period February 14, 2017 to September 30, 2017 have been included in the consolidated statements of operations for the three and nine months ended September 30, 2017. The following table presents unaudited pro forma results of operations of the Company and HealthDatix as if the acquisition had occurred at January 1, 2016. The pro forma condensed combined financial information is presented for informational purposes only. The unaudited pro forma results of operations are not necessarily indicative of results that would have occurred had the acquisition taken place at the beginning of the earliest period presented, or of future results. September 30, September 30, 2017 2016 Pro forma revenue $ 31,207 $ 41,739 Pro forma gross profit $ 8,636 $ 25,484 Pro forma loss from operations $ (2,113,412 ) $ (321,165 ) Pro forma net loss $ (2,541,654 ) $ (323,048 ) On April 5, 2017, the Company, through its wholly-owned subsidiary HealthDatix, Inc. consummated the acquisition of certain assets of the CyberCare Health Network Division from EncounterCare Solutions Inc. (“ECSL”) in accordance with an Asset Purchase Agreement by and among, HealthDatix, Inc., ECSL and the Company. Pursuant to the Agreement, ECSL sold, conveyed, transferred and assigned to HealthDatix, Inc. certain assets, and HealthDatix, Inc. purchased and accepted from ECSL all rights, title and interest in and to the Assets in exchange for 60,000,000 shares of restricted common stock of the Company, valued at $.10 per share. The following table presents the preliminary allocation of the value of the common shares issued for ECSL to the acquired identifiable assets: Fair Value EHC software and technology $ 2,500,000 FDA 510K clearance 1,396,000 Technology license 1,818,182 In process research and development 285,818 Purchase price $ 6,000,000

Note 2 - Discontinued Operation

Note 2 - Discontinued Operations	9 Months Ended
	Sep. 30, 2017
Disclosure Text Block [Abstract]
Note 2 - Discontinued Operations	Note 2 –Discontinued Operations Sale of Business Effective October 1, 2016, management decided to dispose of its subsidiary Arcmail and entered into a letter of intent on March 1, 2017 to sell Arcmail in a stock exchange to the CEO of Arcmail. On June 30, 2017,the Company completed the sale of ArcMail to Rory T. Welch, the CEO of Arcmail (“Welch”) in accordance with a Stock Purchase Agreement (the “Purchase Agreement”) by and between the Company and Welch. Pursuant to the Stock Purchase, the total consideration paid for the outstanding capital stock of ArcMail is remittance of 10,000,000 shares of iGambit common stock previously issued to Welch. As per the Purchase Agreement, the Company’s operations of ArcMail ended March 31, 2017 and Welch’s operation of the business is effective as of April 1, 2017. Arcmail’s operating loss for the three months ended March 31, 2017 has been included in loss from discontinued operations in the statements of operations for the nine months ended September 30, 2017. On November 5, 2015, pursuant to an asset purchase agreement Gotham sold assets consisting of fixed assets, client and supplier lists, trade names, software, social media accounts and websites, and domain names to VHT, Inc., a Delaware corporation for a purchase price of $600,000. Gotham received $400,000 and commencing on January 29, 2016, VHT, Inc. shall pay twelve equal monthly installments of $16,667 on the last business day of each month (the “Installment Payments” and each, an “Installment Payment”), each Installment Payment to consist of (1) an earn-out payment of $10,000 (the “Earn-Out Payments” and each, an “Earn-Out Payment”), and (2) an additional payment of $6,667 (the “Additional Payments” and each, an “Additional Payment”); provided that VHT, Inc. shall only be required to make the Earn-Out Payments for as long as it maintains its relationship with Gotham’s major client, unless it is dissatisfied with VHT, Inc. The terms of the installment payments were fulfilled as of December 31, 2016. The assets and liabilities of the discontinued operations are presented in the consolidated balance sheets under the captions “Assets from discontinued operations” and “Liabilities from discontinued operations”, respectively. The underlying assets and liabilities of the discontinued operations as of September 30, 2017 and December 31, 2016 are presented as follows: 2017 2016 Assets: Cash $ — $ 17,323 Accounts receivable, net 378 321,033 Inventory — 1,160 Prepaid expenses — 15,300 Property and equipment — 18,653 Total assets $ 378 $ 373,469 Liabilities: Accounts payable and accrued expenses $ — $ 359,996 Accrued interest on notes payable — 558,183 Amounts due to related party — 64,509 Deferred revenue — 1,092,388 Notes payable — 3,119,001 Notes payable - other — 153,404 Note payable - related party — 626,266 $ — $ 5,973,747 The components of income from discontinued operations presented in the consolidated statements of operations for the nine months ended September 30, 2017 and 2016 are presented as follows: 2017 2016 Sales $ 386,157 $ 1,791,518 Cost of sales (29,462 ) (36,121 ) General and administrative expenses (327,445 ) (1,273,279 ) Depreciation and amortization (4,537 ) (16,841 ) Interest expense (92,848 ) (279,504 ) Gain on disposal of Arcmail 6,657,848 — Income (loss) from discontinued operations $ 6,589,713 $ 185,773

Note 3 - Summary of Significant

Note 3 - Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2017
Disclosure Text Block [Abstract]
Note 3 - Summary of Significant Accounting Policies	Note 3 – Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, HealthDatix, Inc., Wala, Inc. and Gotham Innovation Lab, Inc. All intercompany accounts and transactions have been eliminated. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Fair Value Measurements The Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short- and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 – quoted prices in active markets for identical assets or liabilities Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The derivative liability in connection with the conversion feature of the convertible debt, classified as a Level 3 liability, is the only financial liability measure at fair value on a recurring basis. Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. Revenue Recognition iGambit is a holding company and has no sources of revenue. HealthDatix’s revenues are derived primarily from its Software as a Service (SaaS) offerings that are rendered to healthcare providers. HealthDatix recognizes revenues when the products or services have been provided or delivered, the fees charged are fixed or determinable, HealthDatix and its customers understand the specific nature and terms of the agreed upon transactions, and collectability is reasonably assured. Arcmail recognizes revenue from product sales when the following four revenue recognition criteria are met: persuasive evidence of an arrangement exists, an equipment order has been placed with the vendor, the selling price is fixed or determinable, and collectability is reasonably assured. Revenues from maintenance contracts covering multiple future periods are recognized during the current periods and deferred revenue is recorded for future periods and classified as current or noncurrent, depending on the terms of the contracts. Gotham’s revenues were derived primarily from the sale of products and services rendered to real estate brokers. Gotham recognized revenues when the services or products have been provided or delivered, the fees charged are fixed or determinable, Gotham and its customers understood the specific nature and terms of the agreed upon transactions, and collectability was reasonably assured. Advertising Costs The Company expenses advertising costs as incurred. Advertising costs for the nine months ended September 30, 2017 and 2016 were $1,919 and $0, respectively. Cash and Cash Equivalents For purposes of reporting cash flows, cash and cash equivalents include checking and money market accounts and any highly liquid debt instruments purchased with a maturity of three months or less. Accounts Receivable The Company analyzes the collectability of accounts receivable from continuing operations each accounting period and adjusts its allowance for doubtful accounts accordingly. A considerable amount of judgment is required in assessing the realization of accounts receivables, including the creditworthiness of each customer, current and historical collection history and the related aging of past due balances. The Company evaluates specific accounts when it becomes aware of information indicating that a customer may not be able to meet its financial obligations due to deterioration of its financial condition, lower credit ratings, bankruptcy or other factors affecting the ability to render payment. Allowance for doubtful accounts from discontinued operations was $0 and $8,345 at September 30, 2017 and December 31, 2016, respectively. Bad debt expense of $0 and $63 was charged to discontinued operations for the nine months ended September 30, 2017 and 2016, respectively. Inventories Inventories consisting of finished products are stated at the lower of cost or market and are presented in assets from discontinued operations. Cost is determined on an average cost basis. Property and equipment and depreciation Property and equipment are stated at cost. Maintenance and repairs are charged to expense when incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and any gain or loss is credited or charged to income. Depreciation for both financial reporting and income tax purposes is computed using combinations of the straight line and accelerated methods over the estimated lives of the respective assets as follows: Office equipment and fixtures 5 - 7 years Computer hardware 5 years Computer software 3 years Development equipment 5 years Amortization Intangible assets are amortized using the straight line method over the estimated lives of the respective assets as follows: Software 5 years FDA 510K clearance 5 years Technology license 5 years R&D - medical wearable watch 5 years Workforce 10 years Customer contracts 10 years Goodwill Goodwill represents the excess of liabilities assumed over assets acquired of HealthDatix and the fair market value of the common shares issued by the Company for the acquisition of HealthDatix. In accordance with ASC Topic No. 350 “Intangibles – Goodwill and Other”), the goodwill is not being amortized, but instead will be subject to an annual assessment of impairment by applying a fair-value based test, and will be reviewed more frequently if current events and circumstances indicate a possible impairment. An impairment loss is charged to expense in the period identified. If indicators of impairment are present and future cash flows are not expected to be sufficient to recover the asset’s carrying amount, an impairment loss is charged to expense in the period identified. No impairment was recorded during the nine months ended September 30, 2017. Long-Lived Assets The Company assesses the valuation of components of its property and equipment and other long-lived assets whenever events or circumstances dictate that the carrying value might not be recoverable. The Company bases its evaluation on indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such factors indicate that the carrying amount of an asset or asset group may not be recoverable, the Company determines whether an impairment has occurred by analyzing an estimate of undiscounted future cash flows at the lowest level for which identifiable cash flows exist. If the estimate of undiscounted cash flows during the estimated useful life of the asset is less than the carrying value of the asset, the Company recognizes a loss fort he difference between the carrying value of the asset and its estimated fair value, generally measured by the present value of the estimated cash flows. Deferred Revenue Deposits from customers included in discontinued operations are not recognized as revenues, but as liabilities, until the following conditions are met: revenues are realized when cash or claims to cash (receivable) are received in exchange for goods or services or when assets received in such exchange are readily convertible to cash or claim to cash or when such goods/services are transferred. When such income item is earned, the related revenue item is recognized, and the deferred revenue is reduced. To the extent revenues are generated from the Company’s support and maintenance services, the Company recognizes such revenues when services are completed and billed. The Company has received deposits from its various customers that have been recorded as deferred revenue and presented as discontinued liabilities in the amount of $0 and $1,092,388 as of September 30, 2017 and December 31, 2016, respectively. Stock-Based Compensation The Company accounts for its stock-based awards granted under its employee compensation plan in accordance with ASC Topic No. 718-20, Awards Classified as Equity, Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC Topic No. 740, Income Taxes The Company applies the provisions of ASC Topic No. 740 for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the Company’s financial statements .

Note 4 - Going Concern

Note 4 - Going Concern	9 Months Ended
	Sep. 30, 2017
Disclosure Text Block [Abstract]
Note 4 -Going Concern	Note 4 – Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has disposed of its operating subsidiary,Arcmail and has an accumulated deficit of $5,794,941 at September 30, 2017. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon its ability to obtain necessary equity financing and ultimately from generating revenues from its newly acquired subsidiaries to continue operations. The Company expects that working capital requirements will continue to be funded through a combination of its existing funds and further issuances of securities. Working capital requirements are expected to increase in line with the growth of the business. Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund operations over the next twelve months. The Company has no lines of credit or other bank financing arrangements. The Company has financed operations to date through the proceeds of a private placement of equity and debt instruments. In connection with the Company’s business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses. The Company intends to finance these expenses with further issuances of securities, and debt issuances. Thereafter, the Company expects it will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to current stockholders. Further, such securities might have rights, preferences or privileges senior to common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict business operations. The consolidated financial statements do not include any adjustments relating 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.

Note 5 - Property and Equipment

Note 5 - Property and Equipment	9 Months Ended
	Sep. 30, 2017
Disclosure Text Block [Abstract]
Note 5 - Property and Equipment	Note 5 – Property and Equipment Property and equipment are carried at cost and consist of the following at September 30, 2017 and December 31, 2016: Continuing operations: 2017 2016 Office equipment and fixtures $ 10,964 $ 7,164 Less: Accumulated depreciation 6,811 5,981 $ 4,153 $ 1,183 Discontinued operations: 2017 2016 Office equipment and fixtures $ — $ 131,842 Computer hardware — 92,200 Computer software — 77,700 Development equipment — 35,318 — 337,060 Less: Accumulated depreciation — 318,407 $ — $ 18,653 Depreciation expense of $830 and $355 was charged to continuing operations for the nine months ended September 30, 2017 and 2016, respectively. Depreciation expense of $4,538 and $16,841 was charged to discontinued operations for the nine months ended September 30, 2017 and 2016, respectively.

Note 6 - Intangible Assets

Note 6 - Intangible Assets	9 Months Ended
	Sep. 30, 2017
Disclosure Text Block [Abstract]
Note 6 - Intangible Assets	Note 6 – Intangible Assets Intangible assets from the acquisitions of HealthDatix and ECSL are carried at cost and consist of the following at September 30, 2017: Life Workforce $ 60,919 10 years Software 156,925 5 years Customer contracts 644,846 10 years EHC software and technology 2,500,000 5 years FDA 510K clearance 1,396,000 5 years Technology license 1,818,182 5 years In process research and development 285,818 5 years 6,862,690 Less: Accumulated amortization 663,726 $ 6,198,964 Amortization expense of $663,726 was charged to continuing operations for the nine months ended September 30, 2017.

Note 7 - Earnings (Loss) Per Co

Note 7 - Earnings (Loss) Per Common Share	9 Months Ended
	Sep. 30, 2017
Disclosure Text Block [Abstract]
Note 7 - Earnings Per Common Share	Note 7 - Earnings (Loss) Per Common Share The Company calculates net earnings (loss) per common share in accordance with ASC 260 “ Earnings Per Share Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Stock options 8,463,000 1,422,000 8,463,000 1,422,000 Stock warrants 400,000 275,000 400,000 275,000 Total shares excluded from calculation 8,863,000 1,697,000 8,863,000 1697,000

Note 8 - Stock Based Compensati

Note 8 - Stock Based Compensation	9 Months Ended
	Sep. 30, 2017
Disclosure Text Block [Abstract]
Note 8 - Stock Based Compensation	Note 8–Stock Based Compensation Options In 2006, the Company adopted the 2006 Long-Term Incentive Plan (the "2006 Plan"). Awards granted under the 2006 Plan have a ten-year term and may be incentive stock options, non-qualified stock options or warrants. The awards are granted at an exercise price equal to the fair market value on the date of grant and generally vest over a three or four year period. The Plan expired on December 31, 2009, therefore as of September 30, 2017, there was no unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the 2006 plan. The 2006 Plan provided for the granting of options to purchase up to 10,000,000 shares of common stock. 8,146,900 options have been issued under the plan to date of which 7,157,038 have been exercised and 692,962 have expired to date. There were 296,900 options outstanding under the 2006 Plan on its expiration date of December 31, 2009. All options issued subsequent to this date were not issued pursuant to any plan. Stock option activity during the nine months ended September 30, 2017 and 2016 follows: Options Outstanding Weighted Average Exercise Price Weighted Average Grant - Date Fair Value Weighted Average Remaining Contractual Life (Years) Options outstanding at December 31, 2015 1,718,900 $ 0 $ 0 3.82 Options expired (296,900 ) $ 0 — Options outstanding at September 30, 2016 1,422,000 $ 0 $ 0 5.85 Options outstanding at Options outstanding at December 31, 2016 1,422,000 $ 0 $ 0 5.6 Options granted 7,800,000 $ 0 — Options cancelled (759,000 ) $ 0 — Options outstanding at September 30, 2017 8,463,000 $ 0 $ 0 7.66 Options outstanding at September 30, 2017 consist of: Date Issued Number Outstanding Number Exercisable Exercise Price Expiration Date June 9, 2014 213,000 213,000 $ 0.03 June 9, 2024 June 6, 2014 250,000 250,000 $ 0.05 June 6, 2019 March 24, 2015 200,000 200,000 $ 0.01 March 24, 2020 April 6, 2017 600,000 600,000 $ 0.03 April 6, 2027 June 6, 2017 700,000 700,000 $ 0.0725 June 6, 2022 June 6, 2017 6,500,000 6,500,000 $ 0.0725 June 6, 2027 Total 8,463,000 8,463,000 Warrants In addition to our 2006 Long Term Incentive Plan, we have issued and have outstanding compensatory warrants to two consultants entitling the holders to purchase a total of 275,000 shares of our common stock at an average exercise price of $0.94 per share. Warrants to purchase 25,000 shares of common stock vest 6 months after the Company engages in an IPO, have an exercise price of $3.00 per share, and expire 2 years after the Company engages in an IPO. Warrants to purchase 250,000 shares of common stock vest 100,000 shares on issuance (June 1, 2009), and 50,000 shares on each of the following three anniversaries of the date of issuance, have exercise prices ranging from $0.50 per share to $1.15 per share, and expire on June 1, 2019. The issuance of the compensatory warrants was not submitted to our shareholders for their approval. Warrant activity during the nine months ended September 30, 2017 and 2016 follows: Warrants Outstanding Weighted Average Exercise Price Weighted Average Grant-Date Fair Value Weighted Average Remaining Contractual Life (Years) (1) Warrants outstanding at December 31, 2015 275,000 $ 0.94 $ 0.10 3.42 No warrant activity — — — Warrants outstanding at September 30, 2016 275,000 $ 0.94 $ 0.10 2.67 Warrants outstanding at December 31, 2016 275,000 $ 0.94 $ 0.10 2.42 Warrant granted 125,000 $ 0.40 — Warrants outstanding at September 30, 2017 400,000 $ 0.62 $ 0.10 3.53 (1) Exclusive of 25,000 warrants expiring 2 years after initial IPO Warrants outstanding at September 30, 2017 consist of: Date Issued Number Outstanding Number Exercisable Exercise Price Expiration Date April 1, 2000 25,000 25,000 $ 3.00 2 years after IPO June 1, 2009 100,000 100,000 $ 0.50 June 1, 2019 June 1, 2009 50,000 50,000 $ 0.65 June 1, 2019 June 1, 2009 50,000 50,000 $ 0.85 June 1, 2019 June 1, 2009 50,000 50,000 $ 1.15 June 1, 2019 January 1, 2017 50,000 50,000 $ 0.25 October 10, 2021 January 1, 2017 50,000 50,000 $ 0.50 November 7, 2021 January 5, 2017 25,000 25,000 $ 0.50 January 5, 2022 Total 400,000 400,000

Note 9 - Convertible Debt

Note 9 - Convertible Debt	9 Months Ended
	Sep. 30, 2017
Disclosure Text Block [Abstract]
Note 9 - Convertible Debt	Note 9 – Convertible Debt Convertible Notes Payable On April 3, 2017, the Company entered into a Convertible Promissory Note with , pursuant to which the investor agreed to lend and the Company agreed to repay the investors the aggregate principal amount of $125,000. The convertible note is due 12 months after issuance and bears interest at a rate of 12%. The Note is convertible into shares of common stock of the Company 180 days following the date of funding and thereafter. The conversion price shall be subject to a discount of 50%. The conversion price shall be determined on the basis of the lowest VWAP (Volume Weighted Average Price) of the Common Stock during the prior twenty (20) trading day period. The Investor will be limited to convert no more than 4.99% of the issued and outstanding Common Stock at the time of conversion at any one time. At any time during the period beginning on the date of the Note and ending on the date which is 180 days thereafter, the Company may repay the Note by paying an amount equal to the then outstanding amount multiplied by 135%. On July 5, 2017, the Company issued an 8% convertible note in the aggregate principal amount of $63,000, convertible into shares of the Company’s common stock. The Note, including accrued interest is due April 15, 2018 and is convertible any time after 180 days at the option of the holder into shares of the Company’s common stock at 65% of the average stock price of the lowest 3 closing bid prices during the 10 trading day period ending on the latest complete trading day prior to the conversion date. On March 30, 2017, the Company issued an 8% convertible note in the aggregate principal amount of $75,000, convertible into shares of the Company’s common stock. The Note, including accrued interest is due January 15, 2018 and is convertible any time after 180 days at the option of the holder into shares of the Company’s common stock at 65% of the average stock price of the lowest 3 closing bid prices during the 10 trading day period ending on the latest complete trading day prior to the conversion date. The Company recorded a debt discount related to identified embedded derivatives relating to conversion features and a reset provisions (see Note 10) based fair values as of the inception date of the Notes. The calculated debt discount equaled the face of the 8% note dated March 30, 2017 and is being amortized over the term of the note. The face of the 12% note exceeded the calculated debt discount by $13,403 and is being amortized over the term of the note. Interest expense on the convertible notes of $11,623 was recorded for the nine months ended September 30, 2017. Convertible Debentures The Company issued convertible debentures to an individual during the nine months ended September 30, 2017 and to two individuals during the year ended December 31, 2016. The debentures are convertible into 75,000 shares of common stock for up to 5 years, at the holders’ option, at an exercise price of $.50 and $.25, respectively. The debentures mature on the earlier of the closing of a subsequent financing event by the Company resulting in gross proceeds of at least $10,000,000 or three years from the date of issuance. The debentures bear interest at a rate of 10%. A beneficial conversion feature was not recorded as the fair market value of the Company’s common stock was less than the exercise prices at the dates of issuance and through the end of the period. Interest expense on the convertible debentures of $4,360 was recorded for the nine months ended September 30, 2017.

Note 10 - Derivative Liability

Note 10 - Derivative Liability	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
Note 10 - Derivative Liability	Note 10 – Derivative Liability Convertible Note During the nine months ended September 30, 2017, the Company issued three convertible notes (see Note 9 above). The notes are convertible into common stock, at the holders’ option, at a discount to the market price of the Company’s common stock. The Company has identified embedded derivatives included in the 8% note dated March 30, 2017 and the 12% note relating to the conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the convertible note and a corresponding debt discount and revalued to fair value as of each subsequent reporting date. This resulted in a fair value of derivative liability of $195,370, consisting of $83,773 and $111,597 for the 8% and 12% notes, respectively in which to the extent of the face value of convertible notes was treated as debt discount with the remainder treated as interest expense. The fair value of the embedded derivatives at September 30, 2017, in the amount of $83,773, was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 211.00%, (3) weighted average risk-free interest rate of 0.12%, (4) expected life of 0.80 years, and (5) estimated fair value of the Company’s common stock of $0.09 per share. The Company recorded interest expense from the excess of the derivative liability over the convertible note of $8,773 during the nine months ended September 30, 2017. The fair value of the embedded derivatives at September 30, 2017, in the amount of $111,597, was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 212.00%, (3) weighted average risk-free interest rate of 0.12%, (4) expected life of 1 year, and (5) estimated fair value of the Company’s common stock of $0.10 per share. Based upon ASC 840-15-25 (EITF Issue 00-19, paragraph 11) the Company has adopted a sequencing approach regarding the application of ASC 815-40 to its outstanding convertible notes. Pursuant to the sequencing approach, the Company evaluates its contracts based upon earliest issuance date.

Note 11 - Note Payable

Note 11 - Note Payable	9 Months Ended
	Sep. 30, 2017
Disclosure Text Block [Abstract]
Note 11 - Note Payable	Note 11–Notes Payable Notes payable from continuing operations at September 30, 2017 consists of loans to HealthDatix from 3 individuals totaling $52,500. The loans do not bear interest and there are no specific terms for repayment. Notes payable at December 31, 2016 are presented in liabilities from discontinued operations and consist of various notes payable in annual installments totaling $779,750 through September 2019. The notes include interest at 7% and are secured by the assets of ArcMail. Principal amounts due on notes payable for the years ended December 31, are as follows: 2017 $ 779,750 2018 779,750 2019 779,750 2020 779,751 $ 3,119,001 During the year ended December 31, 2016, Arcmail entered into merchant financing agreements with various lenders for proceeds totaling $395,583 payable in daily amounts based on various percentages of future collections of accounts receivable, which were assigned to the lenders. The obligations will be satisfied upon total payments of $504,591 and will mature in March 2017. The outstanding balance of notes payable - other was $153,404 and presented in liabilities from discontinued operations at December 31, 2016.

Note 12 - Stock Transactions

Note 12 - Stock Transactions	9 Months Ended
	Sep. 30, 2017
Disclosure Text Block [Abstract]
Note 12 - Stock Transactions	Note 12–Stock Transactions Common Stock Issued The Company sold 500,000 shares of common stock to an investor valued at $.05 per share on September 29, 2017 for proceeds of $25,000. The Company sold 500,000 shares of common stock to an investor valued at $.05 per share on September 14, 2017 for proceeds of $25,000. The Company sold 500,000 shares of common stock to an investor valued at $.05 per share on August 10, 2017 for proceeds of $25,000. The Company issued 250,000 common shares for services, valued at $.12 per share on August 10, 2017. The Company issued 50,000 common shares for services, valued at $.09 per share on July 13, 2017. The Company sold 500,000 shares of common stock to an investor valued at $.05 per share on July 5, 2017 for proceeds of $25,000. The Company issued 1,500,000 common shares for services, valued at $.10 per share on June 30, 2017. The Company issued 200,000 common shares to a vendor in settlement of balances from prior years invoices plus interest, valued at $.0725 per share on June 6, 2017. The Company issued 500,000 common shares for services, valued at $.09 per share on May 30, 2017. The Company sold 500,000 shares of common stock to an investor valued at $.05 per share on May 7, 2017 for proceeds of $25,000. The Company sold 1 million shares of common stock to an investor valued at $.05 per share on April 20, 2017 for proceeds of $50,000. The Company issued 150,000 common shares to a noteholder for a financing fee, valued at $.10 per share on April 3, 2017. In connection with the acquisition of assets from ECSL the Company issued 60,000,000 common shares valued at $.10 per share to the shareholders of ECSL on April 3, 2017. In connection with the acquisition of HealthDatix the Company issued 15,000,000 common shares valued at $.07 per share to the shareholders of HealthDatix on February 14, 2017. The Company sold 2 million shares of common stock to an investor valued at $.05 per share on January 27, 2017 for proceeds of $100,000. The Company issued 10,000 common shares for services, valued at $.08 per share on January 5, 2017. Treasury Stock In connection with the sale of Arcmail, the CEO of ArcMail remitted of 10,000,000 shares of iGambit common stock previously issued to him, valued at $.10 per share on June 30, 2017.

Note 13 - Income Taxes

Note 13 - Income Taxes	9 Months Ended
	Sep. 30, 2017
Disclosure Text Block [Abstract]
Note 13 - Income Taxes	Note 13 - Income Taxes A full valuation allowance was recorded against the Company’s net deferred tax assets. A valuation allowance must be established if it is more likely than not that the deferred tax assets will not be realized. This assessment is based upon consideration of available positive and negative evidence, which includes, among other things, the Company’s most recent results of operations and expected future profitability. Based on the Company’s cumulative losses in recent years, a full valuation allowance against the Company’s deferred tax assets has been established as Management believes that the Company will not realize the benefit of those deferred tax assets.

Note 14 - Retirement Plan

Note 14 - Retirement Plan	9 Months Ended
	Sep. 30, 2017
Disclosure Text Block [Abstract]
Note 14 - Retirement Plan	Note 14 -Retirement Plan ArcMail has a defined contribution 401(k) plan, which covers substantially all employees. Under the terms of the Plan, Arcmail is currently not required to match employee contributions. The Company did not make any employer contributions to the Plan during the nine months ended September 30, 2017.

Note 15 - Concentrations and Cr

Note 15 - Concentrations and Credit Risk	9 Months Ended
	Sep. 30, 2017
Disclosure Text Block [Abstract]
Note 15 - Concentrations and Credit Risk	Note 15 – Concentrations and Credit Risk Sales and Accounts Receivable HealthDatix had sales to five customers which accounted for approximately 29%, 18%, 16%, 13%, and 12%, respectively of HealthDatix’s total sales for the nine months ended September 30, 2017. Four customers accounted for approximately 33%, 32%, 15%, and 11% of accounts receivable at September 30, 2017. No customer accounted for more than 10% of sales included in discontinued operations for the nine months ended September 30, 2017 and 2016, respectively. Cash Cash is maintained at a major financial institution. Accounts held at U.S. financial institutions are insured by the FDIC up to $250,000. Cash balances could exceed insured amounts at any given time, however, the Company has not experienced any such losses. The Company did not have any interest-bearing accounts at June 30, 2017 and December 31, 2016, respectively.

Note 16 - Related Party Transac

Note 16 - Related Party Transactions	9 Months Ended
	Sep. 30, 2017
Disclosure Text Block [Abstract]
Note 16 - Related Party Transactions	Note 16 - Related Party Transactions Note Payable – Related Party ArcMail issued a promissory note to the president of ArcMail on June 30, 2015 for funds advanced. The note is payable in annual installments of $155,566 through December 2019 and is presented in liabilities from discontinued operations at December 31, 2016. The notes include interest at 6% and are subordinated to the notes payable (see Note 11). Principal amounts due on notes payable for the years ended December 31, are as follows: 2017 $ 155,566 2018 155,566 2019 155,567 2020 155,567 $ 626,266 Amounts Due to Related Parties Amounts due to related parties with balances of $5,043 and $508 at September 30, 2017 and December 31, 2016, respectively, consist of cash advances from an officer/stockholder. These advances do not bear interest and are payable on demand. Amounts due to related parties with a balance of $64,509 at December 31, 2016, consists of cash advances from the president of Arcmail, and is presented in liabilities from discontinued operations. These advances do not bear interest and are payable on demand.

Note 17 - Commitments and Conti

Note 17 - Commitments and Contingencies	9 Months Ended
	Sep. 30, 2017
Disclosure Text Block [Abstract]
Note 17 - Commitments and Contingencies	Note 17 – Commitments and Contingencies Lease Commitment The Company is obligated under two operating leases for its premises that expire at various times through February 28, 2019. Total future minimum annual lease payments under the leases for the years ending December 31 are as follows: 2017 $ 33,325 2018 56,743 2019 3,380 93,448 Rent expense of $19,694 and $14,520 was charged to continuing operations for the nine months ended September 30, 2017 and 2016, respectively. Rent expense of $10,807 and $33,039 was charged to discontinued operations for the nine months ended September 30, 2017 and 2016, respectively.

Note 18 - Subsequent Events

Note 18 - Subsequent Events	9 Months Ended
	Sep. 30, 2017
Disclosure Text Block [Abstract]
Note 18 - Subsequent Events	Note 18 – Subsequent Events On October 10, 2017, the Company issued an 8% convertible note in the aggregate principal amount of $78,000, convertible into shares of the Company’s common stock. The Note, including accrued interest is due July 15, 2018 and is convertible any time after 180 days at the option of the holder into shares of the Company’s common stock at 65% of the average stock price of the lowest 3 closing bid prices during the 10 trading day period ending on the latest complete trading day prior to the conversion date. Subsequent to the end of the period through the date of the report, various noteholders converted $120,000 of principal to 1,524,756 of the Company’s common shares.

Note 3 - Summary of Significa25

Note 3 - Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2017
Policy Text Block [Abstract]
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, HealthDatix, Inc., Wala, Inc. and Gotham Innovation Lab, Inc. All intercompany accounts and transactions have been eliminated.
Use of Estimates in the Preparation of Financial Statements	Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
Fair Value of Financial Instruments	Fair Value Measurements The Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short- and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 – quoted prices in active markets for identical assets or liabilities Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The derivative liability in connection with the conversion feature of the convertible debt, classified as a Level 3 liability, is the only financial liability measure at fair value on a recurring basis.
Convertible Instruments	Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities.
Revenue Recognition	Revenue Recognition iGambit is a holding company and has no sources of revenue. HealthDatix’s revenues are derived primarily from its Software as a Service (SaaS) offerings that are rendered to healthcare providers. HealthDatix recognizes revenues when the products or services have been provided or delivered, the fees charged are fixed or determinable, HealthDatix and its customers understand the specific nature and terms of the agreed upon transactions, and collectability is reasonably assured. Arcmail recognizes revenue from product sales when the following four revenue recognition criteria are met: persuasive evidence of an arrangement exists, an equipment order has been placed with the vendor, the selling price is fixed or determinable, and collectability is reasonably assured. Revenues from maintenance contracts covering multiple future periods are recognized during the current periods and deferred revenue is recorded for future periods and classified as current or noncurrent, depending on the terms of the contracts. Gotham’s revenues were derived primarily from the sale of products and services rendered to real estate brokers. Gotham recognized revenues when the services or products have been provided or delivered, the fees charged are fixed or determinable, Gotham and its customers understood the specific nature and terms of the agreed upon transactions, and collectability was reasonably assured.
Advertising Costs	Advertising Costs The Company expenses advertising costs as incurred. Advertising costs for the nine months ended September 30, 2017 and 2016 were $1,919 and $0, respectively.
Cash and Cash Equivalents	Cash and Cash Equivalents For purposes of reporting cash flows, cash and cash equivalents include checking and money market accounts and any highly liquid debt instruments purchased with a maturity of three months or less.
Accounts Receivable	Accounts Receivable The Company analyzes the collectability of accounts receivable from continuing operations each accounting period and adjusts its allowance for doubtful accounts accordingly. A considerable amount of judgment is required in assessing the realization of accounts receivables, including the creditworthiness of each customer, current and historical collection history and the related aging of past due balances. The Company evaluates specific accounts when it becomes aware of information indicating that a customer may not be able to meet its financial obligations due to deterioration of its financial condition, lower credit ratings, bankruptcy or other factors affecting the ability to render payment. Allowance for doubtful accounts from discontinued operations was $0 and $8,345 at September 30, 2017 and December 31, 2016, respectively. Bad debt expense of $0 and $63 was charged to discontinued operations for the nine months ended September 30, 2017 and 2016, respectively.
Inventories	Inventories Inventories consisting of finished products are stated at the lower of cost or market and are presented in assets from discontinued operations. Cost is determined on an average cost basis.
Property and equipment and depreciation	Property and equipment and depreciation Property and equipment are stated at cost. Maintenance and repairs are charged to expense when incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and any gain or loss is credited or charged to income. Depreciation for both financial reporting and income tax purposes is computed using combinations of the straight line and accelerated methods over the estimated lives of the respective assets as follows: Office equipment and fixtures 5 - 7 years Computer hardware 5 years Computer software 3 years Development equipment 5 years
Amortization	Amortization Intangible assets are amortized using the straight line method over the estimated lives of the respective assets as follows: Software 5 years FDA 510K clearance 5 years Technology license 5 years R&D - medical wearable watch 5 years Workforce 10 years Customer contracts 10 years
Goodwill	Goodwill Goodwill represents the excess of liabilities assumed over assets acquired of HealthDatix and the fair market value of the common shares issued by the Company for the acquisition of HealthDatix. In accordance with ASC Topic No. 350 “Intangibles – Goodwill and Other”), the goodwill is not being amortized, but instead will be subject to an annual assessment of impairment by applying a fair-value based test, and will be reviewed more frequently if current events and circumstances indicate a possible impairment. An impairment loss is charged to expense in the period identified. If indicators of impairment are present and future cash flows are not expected to be sufficient to recover the asset’s carrying amount, an impairment loss is charged to expense in the period identified. No impairment was recorded during the nine months ended September 30, 2017.
Long-Lived Assets	Long-Lived Assets The Company assesses the valuation of components of its property and equipment and other long-lived assets whenever events or circumstances dictate that the carrying value might not be recoverable. The Company bases its evaluation on indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such factors indicate that the carrying amount of an asset or asset group may not be recoverable, the Company determines whether an impairment has occurred by analyzing an estimate of undiscounted future cash flows at the lowest level for which identifiable cash flows exist. If the estimate of undiscounted cash flows during the estimated useful life of the asset is less than the carrying value of the asset, the Company recognizes a loss for the difference between the carrying value of the asset and its estimated fair value, generally measured by the present value of the estimated cash flows.
Deferred Revenue	Deferred Revenue Deposits from customers included in discontinued operations are not recognized as revenues, but as liabilities, until the following conditions are met: revenues are realized when cash or claims to cash (receivable) are received in exchange for goods or services or when assets received in such exchange are readily convertible to cash or claim to cash or when such goods/services are transferred. When such income item is earned, the related revenue item is recognized, and the deferred revenue is reduced. To the extent revenues are generated from the Company’s support and maintenance services, the Company recognizes such revenues when services are completed and billed. The Company has received deposits from its various customers that have been recorded as deferred revenue and presented as discontinued liabilities in the amount of $0 and $1,092,388 as of September 30, 2017 and December 31, 2016, respectively.
Stock-Based Compensation	Stock-Based Compensation The Company accounts for its stock-based awards granted under its employee compensation plan in accordance with ASC Topic No. 718-20, Awards Classified as Equity,
Income Taxes	Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC Topic No. 740, Income Taxes The Company applies the provisions of ASC Topic No. 740 for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the Company’s financial statements .

Note 1 - Organization and Bas26

Note 1 - Organization and Basis of Presentation (Tables)	9 Months Ended
	Sep. 30, 2017
Disclosure Text Block [Abstract]
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed	The following table presents the preliminary allocation of the value of the common shares issued for HealthDatix to the acquired identifiable assets, liabilities assumed and goodwill: Fair Value Cash $ 29,584 Accounts receivable, net 2,250 Fixed assets 3,800 Workforce 60,919 Software 156,925 Customer contracts 644,846 Notes payable (60,500 ) Loan payable (65,000 ) Goodwill 277,176 Purchase price $ 1,050,000
Business Acquisition, Pro Forma Information	The unaudited pro forma results of operations are not necessarily indicative of results that would have occurred had the acquisition taken place at the beginning of the earliest period presented, or of future results. September 30, September 30, 2017 2016 Pro forma revenue $ 31,207 $ 41,739 Pro forma gross profit $ 8,636 $ 25,484 Pro forma loss from operations $ (2,113,412 ) $ (321,165 ) Pro forma net loss $ (2,541,654 ) $ (323,048 )
Preliminary allocation of value of common shares issued for ECSL to acquired identifiable assets	The following table presents the preliminary allocation of the value of the common shares issued for ECSL to the acquired identifiable assets: Fair Value EHC software and technology $ 2,500,000 FDA 510K clearance 1,396,000 Technology license 1,818,182 In process research and development 285,818 Purchase price $ 6,000,000

Note 2 - Discontinued Operati27

Note 2 - Discontinued Operations (Tables)	9 Months Ended
	Sep. 30, 2017
Disclosure Text Block [Abstract]
Assets and liabilities of the discontinued operations	The underlying assets and liabilities of the discontinued operations as of September 30, 2017 and December 31, 2016 are presented as follows: 2017 2016 Assets: Cash $ — $ 17,323 Accounts receivable, net 378 321,033 Inventory — 1,160 Prepaid expenses — 15,300 Property and equipment — 18,653 Total assets $ 378 $ 373,469 Liabilities: Accounts payable and accrued expenses $ — $ 359,996 Accrued interest on notes payable — 558,183 Amounts due to related party — 64,509 Deferred revenue — 1,092,388 Notes payable — 3,119,001 Notes payable - other — 153,404 Note payable - related party — 626,266 $ — $ 5,973,747
Components of loss from discontinued operations	The components of income from discontinued operations presented in the consolidated statements of operations for the nine months ended September 30, 2017 and 2016 are presented as follows: 2017 2016 Sales $ 386,157 $ 1,791,518 Cost of sales (29,462 ) (36,121 ) General and administrative expenses (327,445 ) (1,273,279 ) Depreciation and amortization (4,537 ) (16,841 ) Interest expense (92,848 ) (279,504 ) Gain on disposal of Arcmail 6,657,848 — Income (loss) from discontinued operations $ 6,589,713 $ 185,773

Note 3 - Summary of Significa28

Note 3 - Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2017
Disclosure Text Block [Abstract]
Schedule of estimated lives of respective assets	Depreciation for both financial reporting and income tax purposes is computed using combinations of the straight line and accelerated methods over the estimated lives of the respective assets as follows: Office equipment and fixtures 5 - 7 years Computer hardware 5 years Computer software 3 years Development equipment 5 years
Schedule of estimated lives of the respective assets	Intangible assets are amortized using the straight line method over the estimated lives of the respective assets as follows: Software 5 years FDA 510K clearance 5 years Technology license 5 years R&D - medical wearable watch 5 years Workforce 10 years Customer contracts 10 years

Note 5 - Property and Equipme29

Note 5 - Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2017
Disclosure Text Block [Abstract]
Schedule of property, plant and equipment	Property and equipment are carried at cost and consist of the following at September 30, 2017 and December 31, 2016: Continuing operations: 2017 2016 Office equipment and fixtures $ 10,964 $ 7,164 Less: Accumulated depreciation 6,811 5,981 $ 4,153 $ 1,183 Discontinued operations: 2017 2016 Office equipment and fixtures $ — $ 131,842 Computer hardware — 92,200 Computer software — 77,700 Development equipment — 35,318 — 337,060 Less: Accumulated depreciation — 318,407 $ — $ 18,653

Note 6 - Intangible Assets (Tab

Note 6 - Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2017
Disclosure Text Block [Abstract]
Schedule of intangible assets	Intangible assets from the acquisitions of HealthDatix and ECSL are carried at cost and consist of the following at September 30, 2017: Life Workforce $ 60,919 10 years Software 156,925 5 years Customer contracts 644,846 10 years EHC software and technology 2,500,000 5 years FDA 510K clearance 1,396,000 5 years Technology license 1,818,182 5 years In process research and development 285,818 5 years 6,862,690 Less: Accumulated amortization 663,726 $ 6,198,964

Note 7 - Earnings Per Common Sh

Note 7 - Earnings Per Common Share (Tables)	9 Months Ended
	Sep. 30, 2017
Disclosure Text Block [Abstract]
Computation of diluted net income (loss) per share	The Company’s potentially dilutive shares, which include outstanding common stock options and common stock warrants, have not been included in the computation of diluted net income (loss) per share for all periods as the result would be anti-dilutive. Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Stock options 8,463,000 1,422,000 8,463,000 1,422,000 Stock warrants 400,000 275,000 400,000 275,000 Total shares excluded from calculation 8,863,000 1,697,000 8,863,000 1697,000

Note 8 - Stock Based Compensa32

Note 8 - Stock Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2017
Disclosure Text Block [Abstract]
Schedule of stock option activities	Stock option activity during the nine months ended September 30, 2017 and 2016 follows: Options Outstanding Weighted Average Exercise Price Weighted Average Grant - Date Fair Value Weighted Average Remaining Contractual Life (Years) Options outstanding at December 31, 2015 1,718,900 $ 0 $ 0 3.82 Options expired (296,900 ) $ 0 — Options outstanding at September 30, 2016 1,422,000 $ 0 $ 0 5.85 Options outstanding at Options outstanding at December 31, 2016 1,422,000 $ 0 $ 0 5.6 Options granted 7,800,000 $ 0 — Options cancelled (759,000 ) $ 0 — Options outstanding at September 30, 2017 8,463,000 $ 0 $ 0 7.66
Schedule of stock options outstanding	Options outstanding at September 30, 2017 consist of: Date Issued Number Outstanding Number Exercisable Exercise Price Expiration Date June 9, 2014 213,000 213,000 $ 0.03 June 9, 2024 June 6, 2014 250,000 250,000 $ 0.05 June 6, 2019 March 24, 2015 200,000 200,000 $ 0.01 March 24, 2020 April 6, 2017 600,000 600,000 $ 0.03 April 6, 2027 June 6, 2017 700,000 700,000 $ 0.0725 June 6, 2022 June 6, 2017 6,500,000 6,500,000 $ 0.0725 June 6, 2027 Total 8,463,000 8,463,000
Schedule of Warrants, Activity	Warrant activity during the nine months ended September 30, 2017 and 2016 follows: Warrants Outstanding Weighted Average Exercise Price Weighted Average Grant-Date Fair Value Weighted Average Remaining Contractual Life (Years) (1) Warrants outstanding at December 31, 2015 275,000 $ 0.94 $ 0.10 3.42 No warrant activity — — — Warrants outstanding at September 30, 2016 275,000 $ 0.94 $ 0.10 2.67 Warrants outstanding at December 31, 2016 275,000 $ 0.94 $ 0.10 2.42 Warrant granted 125,000 $ 0.40 — Warrants outstanding at September 30, 2017 400,000 $ 0.62 $ 0.10 3.53 (1) Exclusive of 25,000 warrants expiring 2 years after initial IPO
Schedule of Outstanding Warrants	Warrants outstanding at September 30, 2017 consist of: Date Issued Number Outstanding Number Exercisable Exercise Price Expiration Date April 1, 2000 25,000 25,000 $ 3.00 2 years after IPO June 1, 2009 100,000 100,000 $ 0.50 June 1, 2019 June 1, 2009 50,000 50,000 $ 0.65 June 1, 2019 June 1, 2009 50,000 50,000 $ 0.85 June 1, 2019 June 1, 2009 50,000 50,000 $ 1.15 June 1, 2019 January 1, 2017 50,000 50,000 $ 0.25 October 10, 2021 January 1, 2017 50,000 50,000 $ 0.50 November 7, 2021 January 5, 2017 25,000 25,000 $ 0.50 January 5, 2022 Total 400,000 400,000

Note 11 - Note Payable (Tables)

Note 11 - Note Payable (Tables)	9 Months Ended
	Sep. 30, 2017
Disclosure Text Block [Abstract]
Principal amounts due on notes payable	Principal amounts due on notes payable for the years ended December 31, are as follows: 2017 $ 779,750 2018 779,750 2019 779,750 2020 779,751 $ 3,119,001

Note 16 - Related Party Trans34

Note 16 - Related Party Transactions (Tables)	9 Months Ended
	Sep. 30, 2017
Disclosure Text Block [Abstract]
Schedule of note Payable - Related Party	Principal amounts due on notes payable for the years ended December 31, are as follows: 2017 $ 155,566 2018 155,566 2019 155,567 2020 155,567 $ 626,266

Note 17 - Commitments and Con35

Note 17 - Commitments and Contingencies (Tables)	9 Months Ended
	Sep. 30, 2017
Disclosure Text Block [Abstract]
Schedule of Future Minimum Rental Payments for Operating Leases	Total future minimum annual lease payments under the leases for the years ending December 31 are as follows: 2017 $ 33,325 2018 56,743 2019 3,380 93,448

Note 1 - Organization and Bas36

Note 1 - Organization and Basis of Presentation (Details) - USD ($)	Sep. 30, 2017	Feb. 14, 2017	Dec. 31, 2016
Business Combinations [Abstract]
Cash		$ 29,584
Accounts receivable		2,250
Fixed assets		3,800
Workforce		60,919
Software		156,925
Customer contracts		644,846
Notes payable		(60,500)
Loan payable		(65,000)
Goodwill	$ 277,176	277,176	$ 0
Purchase price		$ 1,050,000

Note 1 - Organization and Bas37

Note 1 - Organization and Basis of Presentation (Details 1) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Disclosure Text Block [Abstract]
Pro forma revenue	$ 31,207	$ 41,739
Pro forma gross profit	8,636	25,484
Pro forma loss from operations	(2,113,412)	(321,165)
Pro forma net loss	$ (2,541,654)	$ (323,048)

Note 1 - Organization and Bas38

Note 1 - Organization and Basis of Presentation (Details 2)	9 Months Ended
	Sep. 30, 2017USD ($)
Purchase price	$ 6,000,000
EHC software and technology
Purchase price	2,500,000
FDA 510K clearance
Purchase price	1,396,000
Technology license
Purchase price	1,818,182
R&D - medical wearable watch
Purchase price	$ 285,818

Note 2 - Discontinued Operati39

Note 2 - Discontinued Operations (Details) - Discontinued Operations [Member] - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Assets:
Cash (overdraft)	$ 0	$ 17,323
Accounts receivable, net	378	321,033
Inventories	0	1,160
Prepaid expenses	0	15,300
Property and equipment	0	18,653
Total assets	378	373,469
Liabilities:
Accounts payable and accrued expenses	0	359,996
Accrued interest on notes payable	0	558,183
Amounts due to related party	0	64,509
Deferred revenues	0	1,092,388
Notes payable	0	3,119,001
Notes payable - other	0	153,404
Note payable - related party	0	626,266
Total Liability	$ 0	$ 5,973,747

Note 2 - Discontinued Operati40

Note 2 - Discontinued Operations (Details 1) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Gain on disposal of Arcmail			$ 6,657,848
Income (loss) from discontinued operations	$ 7,053,622	$ 293,036	6,589,713	$ 185,773
Discontinued Operations [Member]
Sales			386,157	1,791,518
Cost of Sales			(29,462)	(36,121)
General and administrative expenses			(327,445)	(1,273,279)
Depreciation and amortization			(4,537)	(16,841)
Interest expense			(92,848)	(279,504)
Gain on disposal of Arcmail			6,657,848	0
Income (loss) from discontinued operations			$ 6,589,713	$ 185,773

Note 3 - Summary of Significa41

Note 3 - Summary of Significant Accounting Policies (Details)	9 Months Ended
	Sep. 30, 2017
Office equipment and fixtures | Minimum
Office equipment useful life	5 years
Office equipment and fixtures | Maximum
Office equipment useful life	7 years
Computer hardware
Office equipment useful life	5 years
Computer software
Office equipment useful life	3 years
Development equipment
Office equipment useful life	5 years

Note 3 - Summary of Significa42

Note 3 - Summary of Significant Accounting Policies (Details 1)	9 Months Ended
	Sep. 30, 2017
Software
Intangible assets useful life	5 years
FDA 510K clearance
Intangible assets useful life	5 years
Technology license
Intangible assets useful life	5 years
R&D - medical wearable watch
Intangible assets useful life	5 years
Workforce
Intangible assets useful life	10 years
Customer contracts
Intangible assets useful life	10 years

Note 3 - Summary of Significa43

Note 3 - Summary of Significant Accounting Policies (Details Narratives) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Advertising costs	$ 1,919	$ 0
Deferred revenue	0		$ 1,092,388
Discontinued Operations [Member]
Allowance for doubtful accounts from discontinued operation	0		$ 8,345
Continuing Operations [Member]
Bad debt expense	$ 0	$ 63

Note 4 - Going Concern (Details

Note 4 - Going Concern (Details Narrative) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Disclosure Text Block [Abstract]
Accumulated deficit	$ (5,794,941)	$ (10,230,631)

Note 5 - Property and Equipme45

Note 5 - Property and Equipment (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016	Sep. 30, 2016
Property, Plant and Equipment, Net	$ 4,153	$ 1,183
Continuing Operations [Member]
Office equipment and fixtures	10,964		$ 7,164
Less: accumulated depreciation	6,811		5,981
Property, Plant and Equipment, Net	4,153		1,183
Discontinued Operations [Member]
Office equipment and fixtures	0		131,842
Computer hardware	0		92,200
Computer software	0		77,700
Development equipment	0		35,318
Property, Plant and Equipment, Gross	0		337,060
Less: accumulated depreciation	0		318,407
Property, Plant and Equipment, Net	$ 0		$ 18,653

Note 5 - Property and Equipme46

Note 5 - Property and Equipment (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Depreciation expense	$ 830	$ 355
Continuing Operations [Member]
Depreciation expense	830	355
Discontinued Operations [Member]
Depreciation expense	$ 4,538	$ 16,841

Note 6 - Intangible Assets (Det

Note 6 - Intangible Assets (Details)	9 Months Ended
	Sep. 30, 2017USD ($)
Intangible Assets, Gross	$ 6,862,690
Less: Accumulated amortization	663,726
Intangible Assets, Net	6,198,964
Workforce
Intangible Assets, Gross	$ 60,919
Intangible assets useful life	10 years
Software
Intangible Assets, Gross	$ 156,925
Intangible assets useful life	5 years
Customer contracts
Intangible Assets, Gross	$ 644,846
Intangible assets useful life	10 years
EHC software and technology
Intangible Assets, Gross	$ 2,500,000
Intangible assets useful life	5 years
FDA 510K clearance
Intangible Assets, Gross	$ 1,396,000
Intangible assets useful life	5 years
Technology license
Intangible Assets, Gross	$ 1,818,182
Intangible assets useful life	5 years
R&D - medical wearable watch
Intangible Assets, Gross	$ 285,818
Intangible assets useful life	5 years

Note 6 - Intangible Assets (D48

Note 6 - Intangible Assets (Details Narrative)	9 Months Ended
	Sep. 30, 2017USD ($)
Continuing Operations [Member]
Amortization expense	$ 663,726

Note 7 - Earnings (Loss) Per 49

Note 7 - Earnings (Loss) Per Common Share (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Total shares excluded from calculation	8,863,000	1,697,000	8,863,000	1,697,000
Options
Total shares excluded from calculation	8,463,000	1,422,000	8,463,000	1,422,000
Warrant
Total shares excluded from calculation	400,000	275,000	400,000	275,000

Note 8 - Stock Based Compensa50

Note 8 - Stock Based Compensation (Details) - $ / shares	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Disclosure Text Block [Abstract]
Options, Outstanding, Beginning Balance	1,422,000	1,718,900
Options, Outstanding, Beginning Balance, Weighted Average Exercise Price	$ 0.03	$ 0.03
Options, Outstanding, Beginning Balance, Weighted Average Grant-Date Fair Value	$ 0.13	$ 0.13
Options, Outstanding, Beginning Weighted Average Remaining Contractual Term	5 years 7 months 6 days	3 years 9 months 25 days
Options, Expired		(296,900)
Options, Expired , Weighted Average Exercise Price		$ 0.01
Options, Granted	7,800,000
Options, Granted, Weighted Average Exercise Price	$ 0.07
Options, Canceled	(759,000)
Options, Canceled, Weighted Average Exercise Price	$ 0.03
Options, Outstanding, Ending Balance	8,463,000	1,422,000
Options, Outstanding, Ending Balance, Weighted Average Exercise Price	$ 0.07	$ 0.03
Options, Outstanding, Ending Balance, Weighted Average Grant-Date Fair Value	$ 0.07	$ 0.13
Options, Outstanding, Ending Weighted Average Remaining Contractual Term	7 years 7 months 28 days	5 years 10 months 6 days

Note 8 - Stock Based Compensa51

Note 8 - Stock Based Compensation (Details 1) - $ / shares	9 Months Ended
	Sep. 30, 2017	Dec. 31, 2016	Sep. 30, 2016	Dec. 31, 2015
Number of Outstanding	8,463,000	1,422,000	1,422,000	1,718,900
Number Exercisable	8,463,000
Exercise price	$ 0.07	$ 0.03	$ 0.03	$ 0.03
Options One
Issued Date	Jun. 9, 2014
Number of Outstanding	213,000
Number Exercisable	213,000
Exercise price	$ 0.03
Options outstanding Expiration Date	Jun. 9, 2024
Options Two
Issued Date	Jun. 6, 2014
Number of Outstanding	250,000
Number Exercisable	250,000
Exercise price	$ 0.05
Options outstanding Expiration Date	Jun. 6, 2019
Options Three
Issued Date	Mar. 24, 2015
Number of Outstanding	200,000
Number Exercisable	200,000
Exercise price	$ 0.01
Options outstanding Expiration Date	Mar. 24, 2020
Options Four
Issued Date	Apr. 6, 2017
Number of Outstanding	600,000
Number Exercisable	600,000
Exercise price	$ 0.03
Options outstanding Expiration Date	Apr. 6, 2027
Options Five
Issued Date	Jun. 6, 2017
Number of Outstanding	700,000
Number Exercisable	700,000
Exercise price	$ 0.07
Options outstanding Expiration Date	Jun. 6, 2022
Options Six
Issued Date	Jun. 6, 2017
Number of Outstanding	6,500,000
Number Exercisable	6,500,000
Exercise price	$ 0.07
Options outstanding Expiration Date	Jun. 6, 2027

Note 8 - Stock Based Compensa52

Note 8 - Stock Based Compensation (Details 2) - $ / shares	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Text Block [Abstract]
Warrants, Outstanding, Beginning Balance	275,000	275,000
Warrants, Outstanding, Beginning Balance, Weighted Average Exercise Price	$ 0.94	$ 0.94
Warrants, Outstanding, Beginning Balance, Weighted Average Grant-Date Fair Value	$ 0.10	$ 0.10
Warrants, Outstanding, Beginning Balance, Weighted Average Remaining Contractual Life	2 years 5 months 1 day	3 years 5 months 1 day
Warrants, Granted	125,000
Warrants, Granted, Weighted Average Exercise Price	$ 0.40
Warrants, Outstanding, Ending Balance	400,000	275,000
Warrants, Outstanding, Ending Balance, Weighted Average Exercise Price	$ 0.62	$ 0.94
Warrants, Outstanding, Ending Balance, Weighted Average Grant-Date Fair Value	$ 0.10	$ 0.10
Warrants, Outstanding, Beginning Balance, Weighted Average Remaining Contractual Life	3 years 6 months 10 days	2 years 8 months 2 days

Note 8 - Stock Based Compensa53

Note 8 - Stock Based Compensation (Details 3)	9 Months Ended
	Sep. 30, 2017$ / sharesshares
Number of Outstanding	400,000
Number Exercisable	400,000
Warrants One
Issued Date	Apr. 1, 2000
Number of Outstanding	25,000
Number Exercisable	25,000
Exercise price | $ / shares	$ 3
Expiration Date	2 years after IPO
Warrants Two
Issued Date	Jun. 1, 2009
Number of Outstanding	100,000
Number Exercisable	100,000
Exercise price | $ / shares	$ 0.50
Expiration Date	June 1, 2019
Warrants Three
Issued Date	Jun. 1, 2009
Number of Outstanding	50,000
Number Exercisable	50,000
Exercise price | $ / shares	$ 0.65
Expiration Date	June 1, 2019
Warrants Four
Issued Date	Jun. 1, 2009
Number of Outstanding	50,000
Number Exercisable	50,000
Exercise price | $ / shares	$ 0.85
Expiration Date	June 1, 2019
Warrants Five
Issued Date	Jun. 1, 2009
Number of Outstanding	50,000
Number Exercisable	50,000
Exercise price | $ / shares	$ 1.15
Expiration Date	June 1, 2019
Warrants Six
Issued Date	Jan. 1, 2017
Number of Outstanding	50,000
Number Exercisable	50,000
Exercise price | $ / shares	$ 0.25
Expiration Date	October 10, 2021
Warrants Seven
Issued Date	Jan. 1, 2017
Number of Outstanding	50,000
Number Exercisable	50,000
Exercise price | $ / shares	$ 0.50
Expiration Date	November 7, 2021
Warrants Eight
Issued Date	Jan. 5, 2017
Number of Outstanding	25,000
Number Exercisable	25,000
Exercise price | $ / shares	$ 0.50
Expiration Date	January 5, 2022

Note 9 - Convertible Debt (Deta

Note 9 - Convertible Debt (Details Narrative)	9 Months Ended
	Sep. 30, 2017USD ($)
Disclosure Text Block [Abstract]
Interest expense on the convertible notes	$ 11,623
Interest expense on the convertible debentures	$ 4,360

Note 10 - Derivative Liability

Note 10 - Derivative Liability (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Fair value of derivative liability	$ 195,370		$ 195,370
Interest expense	16,668	$ 671	30,333	$ 1,883
8% Convertible Note
Fair value of derivative liability	83,773		83,773
Fair value of embedded derivatives	$ 83,773		$ 83,773
Valuation Method			Binomial Option Pricing Model
Dividend yield			0.00%
Expected volatility			211.00%
Weighted average risk-free interest rate			0.12%
Expected life			9 months 18 days
Estimated fair value of the Company's common stock	$ 0.09		$ 0.09
Interest expense			$ 8,773
12% Convertible Note
Fair value of derivative liability	$ 111,597		111,597
Fair value of embedded derivatives	$ 111,597		$ 111,597
Valuation Method			Binomial Option Pricing Model
Dividend yield			0.00%
Expected volatility			212.00%
Weighted average risk-free interest rate			0.12%
Expected life			1 year
Estimated fair value of the Company's common stock	$ 0.10		$ 0.10

Note 11 - Notes Payable (Detail

Note 11 - Notes Payable (Details)	9 Months Ended
	Sep. 30, 2017USD ($)
Disclosure Text Block [Abstract]
2,017	$ 779,750
2,018	779,750
2,019	779,750
2,020	779,751
Total	$ 3,119,001

Note 11 - Note Payable (Details

Note 11 - Note Payable (Details Narratives) - USD ($)	12 Months Ended
	Dec. 31, 2016	Sep. 30, 2017
Notes payable from discontinued operations	$ 0	$ 52,500
Proceeds from financing agreements	395,583
Discontinued Operations [Member]
Notes payable from discontinued operations	779,750	$ 52,500
Outstanding balance of notes payable - other	$ 153,404

Note 12 - Stock Transactions (D

Note 12 - Stock Transactions (Details Narrative) - USD ($)	Sep. 14, 2017	Aug. 10, 2017	Jul. 13, 2017	Jul. 05, 2017	Jun. 06, 2017	May 07, 2017	Apr. 03, 2017	Jan. 05, 2017	Sep. 29, 2017	Jun. 30, 2017	May 30, 2017	Apr. 20, 2017	Feb. 14, 2017	Jan. 27, 2017
Common stock issued to vedor for settlement					200,000
Common Stock Issued for services		250,000	50,000					10,000		1,500,000	500,000
Share price per share		$ .12	$ 0.09		$ .0725		$ .10	$ .08		$ 0.10	$ .09		$ .07
Common Stock Issued for acquisition							60,000,000						15,000,000
Treasury Stock ,Issued										10,000,000
Investor
Sale of common stock, Shares	500,000	500,000		500,000		500,000			500,000			1,000,000		2,000,000
Proceeds from common stock sold	$ 25,000	$ 25,000		$ 25,000		$ 25,000			$ 25,000			$ 50,000		$ 100,000
Sale of Stock price per share	$ 0.05	$ 0.05		$ 0.05		$ .05			$ .05			$ 0.05		$ .05
Noteholder
Sale of common stock, Shares							150,000
Sale of Stock price per share							$ .10

Note 15 - Concentrations and 59

Note 15 - Concentrations and Credit Risk (Details Narrative)	9 Months Ended
	Sep. 30, 2017USD ($)
FDIC	$ 250,000
Sales [Member] | First Customers [Member]
Concentration percentage	29.00%
Sales [Member] | Customers two [Member]
Concentration percentage	18.00%
Sales [Member] | Customers Three[Member]
Concentration percentage	16.00%
Sales [Member] | Customers Four[Member]
Concentration percentage	13.00%
Sales [Member] | Customers Five[Member]
Concentration percentage	12.00%
Sales [Member] | No Single Customer [Member] | Discontinued Operations [Member]
Concentration percentage	10.00%
Accounts Receivable [Member] | Customers two [Member]
Concentration percentage	32.00%
Accounts Receivable [Member] | Customers Three[Member]
Concentration percentage	15.00%
Accounts Receivable [Member] | Customers Four[Member]
Concentration percentage	11.00%
Accounts Receivable [Member] | One Customer [Member]
Concentration percentage	33.00%

Note 16 - Related Party Trans60

Note 16 - Related Party Transactions (Details)	9 Months Ended
	Sep. 30, 2017USD ($)
Disclosure Text Block [Abstract]
2,017	$ 155,566
2,018	155,566
2,019	155,567
2,020	155,567
Total	$ 626,266

Note 16 - Related Party Trans61

Note 16 - Related Party Transactions (Details Narratives) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Disclosure Text Block [Abstract]
Amounts due to related parties	$ 5,043	$ 508
Amounts due to related parties others		$ 64,509

Note 17 - Commitments And Con62

Note 17 - Commitments And Contingencies (Details)	Sep. 30, 2017USD ($)
Commitments and Contingencies Disclosure [Abstract]
2,017	$ 33,325
2,018	56,743
2,019	3,380
Total	$ 93,448

Note 17 - Commitments and Con63

Note 17 - Commitments and Contingencies (Details Narratives) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Continuing Operations [Member]
Rent expense	$ 19,694	$ 14,520
Discontinued Operations [Member]
Rent expense	$ 10,807	$ 33,039

Note 18 - Subsequent Events (De

Note 18 - Subsequent Events (Details Narrative) - USD ($)	Oct. 10, 2017	Nov. 20, 2017
Notes converted		$ 120,000
Common shares issued upon conversion		1,524,756
Subsequent Event [Member]
Convertible note ,Principal amount	$ 78,000
Subsequent event description	The Note, including accrued interest is due July 15, 2018 and is convertible any time after 180 days at the option of the holder into shares of the Company’s common stock at 65% of the average stock price of the lowest 3 closing bid prices during the 10 trading day period ending on the latest complete trading day prior to the conversion date.