Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Apr. 17, 2018 | Jun. 30, 2017 | |
Document and Entity Information: | |||
Entity Registrant Name | iGambit, Inc. | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Trading Symbol | igmb | ||
Amendment Flag | false | ||
Entity Central Index Key | 1,479,681 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 2,911,000 | ||
Entity Common Stock, Shares Outstanding | 122,290,751 | ||
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 | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash | $ 9,449 | $ 10,522 |
Accounts receivable | 6,254 | |
Prepaid expenses and other current assets | 39,377 | 108,941 |
Note receivable | 15,000 | |
Assets from discontinued operations, net | 373,469 | |
Total current assets | 55,080 | 507,932 |
Other assets | ||
Property and equipment, net | 3,845 | 1,183 |
Intangilbe assets, net | 3,267,885 | |
Deposits | 1,945 | 1,720 |
Assets | 3,328,755 | 510,835 |
Current liabilities | ||
Accounts payable and accrued expenses | 348,354 | 356,005 |
Accrued interest on notes payable | 21,602 | |
Amounts due to related parties | 128,476 | 508 |
Deferred revenue | 9,100 | |
Notes payable | 52,500 | |
Convertible debentures, net | 333,689 | 50,000 |
Derivative liability | 66,059 | |
Liabilities from discontinued operations | 5,973,747 | |
Total current liabilities | 959,780 | 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 | ||
Common stock, $.001 par value; authorized - 400,000,000 shares; 126,196,571 and 39,708,990 shares issued and 116,196,571 and 39,708,990 shares outstanding (net of treasury shares) as of December 31, 2017 and 2016, respectively | 126,196 | 39,709 |
Additional paid-in capital | 12,891,348 | 4,321,497 |
Accumulated deficit | (9,648,569) | (10,230,631) |
Total stockholders' equity (deficiency) before Treasury stock | 3,368,975 | (5,869,425) |
Less: Treasury stock; 10,000,000 shares, at cost | (1,000,000) | |
Total stockholders' equity (deficiency) | 2,368,975 | (5,869,425) |
Total Liabilities and stockholders' equity (deficiency) | $ 3,328,755 | $ 510,835 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 126,196,571 | 39,708,990 |
Common stock, shares outstanding | 116,196,571 | 39,708,990 |
Treasury stock | 10,000,000 | 10,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Sales | $ 23,166 | $ 0 |
Cost of Sales | 30,481 | 0 |
Gross Profit | (7,315) | 0 |
Operating Expenses | ||
General and Administrative Expense | 1,813,624 | 448,595 |
Impairment expense | 3,338,095 | |
Amortization | 533,886 | |
Total operating expenses | 5,685,605 | 448,595 |
Loss from operations | (5,692,920) | (448,595) |
Other income (expenses) | ||
Interest income | 0 | 114 |
Change in fair value of derivative liability | 158,599 | |
Loss on extinguishment of debt | (105,801) | |
Interest Expense | (367,352) | (2,579) |
Total other income (expenses) | (314,554) | (2,465) |
Loss from continuing operations | (6,007,474) | (451,060) |
Income (loss) from discontinued operations (including gain on disposal of $6,657,848 for the year ended December 31, 2017) | 6,589,536 | (6,981,181) |
Net income (loss) | $ 582,062 | $ (7,432,241) |
Basic and fully diluted loss per common share: | ||
Continuing operations | $ (.07) | $ (0.01) |
Discontinued operations | .08 | (0.18) |
Net income (loss) per common share | $ 0.01 | $ (0.19) |
Weighted average common shares outstanding - basic and fully diluted | 83,671,048 | 39,687,747 |
CONSOLIDATED STATEMENTS OF OPE5
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Income Statement [Abstract] | |
Gain on disposal from discontinued operations | $ 6,657,848 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Treasury Stock | Total |
Stockholders' Equity, beginning of period, Value at Dec. 31, 2015 | $ 39,684 | $ 4,320,022 | $ (2,798,390) | $ 0 | $ 1,561,316 |
Stockholders' Equity, beginning of period, Shares at Dec. 31, 2015 | 39,683,990 | ||||
Common stock issued for services, Value | $ 25 | 1,475 | 0 | 0 | 1,500 |
Common stock issued for services, Shares | 25,000 | ||||
Net loss | (7,432,241) | (7,432,241) | |||
Stockholders' Equity, end of period, Value at Dec. 31, 2016 | $ 39,709 | 4,321,497 | (10,230,631) | 0 | (5,869,425) |
Stockholders' Equity, end of period, Shares at Dec. 31, 2016 | 39,708,990 | ||||
Common stock issued for cash, Value | $ 5,500 | 269,500 | 0 | 0 | 275,000 |
Common stock issued for cash, Shares | 5,500,000 | ||||
Common stock issued for services, Value | $ 2,460 | 242,840 | 0 | 0 | 245,300 |
Common stock issued for services, Shares | 2,460,000 | ||||
Compensation for vested stock options | $ 0 | 679,026 | 0 | 0 | 679,026 |
Common stock issued in payment of accounts payable, Value | $ 200 | 14,300 | 0 | 0 | 14,500 |
Common stock issued in payment of accounts payable, Shares | 200,000 | ||||
Warrants issued | $ 0 | 5,822 | 0 | 0 | 5,822 |
Notes payable and accrued interest converted to common stock, Value | $ 3,327 | 383,363 | 0 | 0 | 386,690 |
Notes payable and accrued interest converted to common stock, Shares | 3,327,581 | ||||
Common stock issued in business acquisition, Value | $ 15,000 | 1,035,000 | 0 | 0 | 1,050,000 |
Common stock issued in business acquisition, Shares | 15,000,000 | ||||
Common stock issued in asset acquisition, Value | $ 60,000 | 5,940,000 | 0 | 0 | 6,000,000 |
Common stock issued in asset acquisition, Shares | 60,000,000 | ||||
Purchase of treasury stock | $ 0 | 0 | 0 | (1,000,000) | (1,000,000) |
Net loss | 582,062 | 582,062 | |||
Stockholders' Equity, end of period, Value at Dec. 31, 2017 | $ 126,196 | $ 12,891,348 | $ (9,648,569) | $ (1,000,000) | $ 2,368,975 |
Stockholders' Equity, end of period, Shares at Dec. 31, 2017 | 126,196,571 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 582,062 | $ (7,432,241) |
(Income) loss from discontinued operations | (6,589,536) | 6,981,181 |
Net loss from continuing operations | (6,007,474) | (451,060) |
Adjustments to reconcile net income (loss) to net cash used in operating activities | ||
Depreciation | 1,138 | 473 |
Amortization | 533,886 | |
Impairment expense | 3,338,095 | |
Non cash interest expense | 363,766 | |
Stock-based compensation expense | 924,326 | 1,500 |
Loss on extinguishment of debt | 105,801 | |
Change in fair value of derivative liability | (158,599) | |
Changes in operating assets and liabilities:: | ||
Accounts receivable | (4,004) | |
Prepaid expenses and other current assets | 69,564 | 119,961 |
Deposits | (225) | |
Accounts payable and accrues expenses | 119,219 | 187,034 |
Deferred revenue | 9,100 | |
Net cash used by continuing operating activities | (705,407) | (142,092) |
Net cash used in discontinued operating activities | (9,216) | (132,131) |
Net Cash Provided by (Used in) Operating Activities | (714,623) | (274,223) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Preacquisition loans to subsidiary | (50,000) | |
Issuance of note receivable | (15,000) | |
Loans to deconsolidated subsidiary | (10,382) | |
Cash acquired from acquisition of subsidiary | 29,584 | |
Net cash used in continuing investing activities | (30,798) | (15,000) |
Net cash provided by discontinued investing activities | 32,848 | 5,010 |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | 2,050 | (9,990) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of convertible debentures | 469,000 | 50,000 |
Proceeds from sale of common stock | 275,000 | |
Repayments of related party loans | (508) | (1,535) |
Repayment of notes payable | (8,000) | |
Net cash provided by continuing financing activities | 735,492 | 48,465 |
Net cash (used in) provided by discontinued financing activities | (23,992) | 123,979 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 711,500 | 172,444 |
NET DECREASE IN CASH | (1,073) | (111,769) |
CASH - BEGINNING OF YEAR | 10,522 | 122,291 |
CASH - END OF YEAR | 9,449 | 10,522 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid during the period for Interest | 3,586 | 2,579 |
Non-cash investing and financing activities: | ||
Debt discount related to derivative liability | 200,000 | |
Notes payable converted to common stock | 161,000 | |
Common stock issued in payment of accrued interest | 3,000 | |
Common stock issued in payment of accounts payable | 14,500 | |
Common stock issued for settlement of notes payable | 386,690 | |
Common stock issued for acquisitions | 7,050,000 | |
Intangible assets acquired | 7,139,866 | |
Treasury stock acquired in sale of discontinued operations | 1,000,000 | |
Warrant issued for convertible debt | $ 5,822 |
Note 1 - Organization and Basis
Note 1 - Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 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. Business Acquisition On February 14, 2017, the Company acquired Healthdatix, Inc., formerly known as HubCentrix, Inc. in accordance with a stock purchase agreement. Previously, the Company 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 are 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 $1,050,000 consisting of 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 Software 156,925 Customer contracts 644,846 Notes payable (60,500 ) Loan payable (65,000 ) Goodwill 338,095 Purchase price $ 1,050,000 The results of operations of HealthDatix for the period February 14, 2017 to December 31, 2017 have been included in the consolidated statements of operations for the year ended December 31, 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 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. December 31, December 31, 2017 2016 Pro forma revenue $ 35,516 $ 67,989 Pro forma gross profit $ 5,029 $ 48,474 Pro forma loss from operations $ (2,984,770 ) $ (482,504 ) Pro forma net loss $ (2,941,208 ) $ (485,269 ) 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 FDA 510K clearance $ 1,396,000 Technology license 1,000,000 In process research and development 604,000 Goodwill 3,000,000 Purchase price $ 6,000,000 |
Note 2 - Discontinued Operation
Note 2 - Discontinued Operations | 12 Months Ended |
Dec. 31, 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 was 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 year ended December 31, 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 December 31, 2017 and 2016 are presented as follows: 2017 2016 Assets: Cash $ — $ 17,323 Accounts receivable, net — 321,033 Inventory — 1,160 Prepaid expenses — 15,300 Property and equipment — 18,653 Total assets $ — $ 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 (loss) from discontinued operations presented in the consolidated statements of operations for the years ended December 31, 2017 and 2016 are presented as follows: 2017 2016 Sales $ 386,157 $ 1,990,490 Cost of sales (29,462 ) (179,312 ) General and administrative expenses (327,622 ) (1,626,355 ) Depreciation and amortization (4,537 ) (463,217 ) Gain on disposal of Arcmail 6,657,848 — Interest expense (92,848 ) (439,467 ) Impairment expense — (6,263,320 ) Income (loss) from discontinued operations $ 6,589,536 $ (6,981,181 ) |
Note 3 - Summary of Significant
Note 3 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 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 estimated fair value of the derivative liability was calculated using the Black-Scholes option pricing model. The Company uses Level 3 inputs to value its derivative liabilities. The following table provides a reconciliation of the beginning and ending balances for the major classes of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) and reflects gains and losses for the years ended December 31, 2017 and 2016. 2017 2016 Liabilities: Balance of derivative liabilities - beginning of year $ — $ — Issued 472,523 — Converted (247,865 ) — Change in fair value of derivative liabilities (158,599 ) — Balance of derivative liabilities - end of year $ 66,059 $ — 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 from continuing operations for the years ended December 31, 2017 and 2016 were $2,517 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 December 31, 2017 and 2016, respectively. Bad debt expense of $0 and $63 was charged to discontinued operations for the years ended December 31, 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 Technology license 5 years Purchased in process R&D Indefinite Customer contracts 10 years Goodwill Goodwill represents the excess of assets acquired over liabilities assumed 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. An impairment expense of $3,338,095 was recorded during the year ended December 31, 2017 and $6,263,320 during the year ended December 31, 2016, which is included in discontinued operations. 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 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 current liabilities in the amount of $9,100 and $0 as of December 31, 2017 and 2016, respectively. 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 December 31, 2017 and 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 | 12 Months Ended |
Dec. 31, 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, and has an accumulated deficit of $9,648,569, and a working capital deficit of $904,700 at December 31, 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 subsidiary 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 | 12 Months Ended |
Dec. 31, 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 December 31, 2017 and December 31, 2016: Continuing operations: 2017 2016 Office equipment and fixtures $ 10,964 $ 7,164 Less: Accumulated depreciation 7,119 5,981 $ 3,845 $ 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 $1,138 and $473 was charged to continuing operations for the years ended December 31, 2017 and 2016, respectively. Depreciation expense of $4,538 and $21,381 was charged to discontinued operations for the years ended December 31, 2017 and 2016, respectively. |
Note 6 - Intangible Assets
Note 6 - Intangible Assets | 12 Months Ended |
Dec. 31, 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 December 31, 2017: Life Software 156,925 5 years Customer contracts 644,846 10 years FDA 510K clearance 1,396,000 5 years Technology license 1,000,000 5 years In process research and development 604,000 Indefinite 3,801,771 Less: Accumulated amortization 533,886 $ 3,267,885 Amortization expense of $533,886 was charged to continuing operations for the year ended December 31, 2017. |
Note 7 - Earnings (Loss) Per Co
Note 7 - Earnings (Loss) Per Common Share | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | |
Note 7 - Earnings Per Common Share | Note 7 - Earnings (Loss) Per Common Share The Company calculates net income (loss) per common share in accordance with ASC 260 “ Earnings Per Share Years Ended December 31, 2017 2016 Stock options 8,463,000 1,422,000 Stock warrants 400,000 275,000 Total shares excluded from calculation 8,863,000 1,697,000 |
Note 8 - Stock Based Compensati
Note 8 - Stock Based Compensation | 12 Months Ended |
Dec. 31, 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 December 31, 2016, 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 years ended December 31, 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 $ 0.03 $ 0.13 3.82 Options expired (296,900 ) 0.01 — Options outstanding at December 31, 2016 1,422,000 0.03 0.13 5.60 Options granted 7,800,000 0.07 — Options expired (759,000 ) 0.03 — Options outstanding at December 31, 2017 8,463,000 $ 0.07 $ 0.07 7.41 Options outstanding at December 31, 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 $ 0.07 June 6, 2022 June 6, 2017 6,500,000 6,500,000 $ 0.07 June 6, 2027 Total 8,463,000 8,463,000 Warrants In addition to our 2006 Long Term Incentive Plan, we have issued and 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 upon 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 years ended December 31, 2017 and 2016 follows: Warrants Outstanding Weighted Average Exercise Price Weighted Average Grant-Date Fair Value (1) Contractual Life (Years) Warrants outstanding at December 31, 2015 275,000 $ 0.94 $ 0.10 3.42 No warrant activity — — — Warrants outstanding at December 31, 2016 275,000 $ 0.94 $ 0.10 2.42 Warrant granted 125,000 0.40 — Warrants outstanding at December 31, 2017 400,000 $ 0.62 $ 0.10 3.27 (1) Exclusive of 25,000 warrants expiring 2 years after initial IPO. Warrants outstanding at December 31, 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 | 12 Months Ended |
Dec. 31, 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 pursuant to what the Company borrowed in 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 November 28, 2017, the Company issued an 8% convertible note in the aggregate principal amount of $103,000, convertible into shares of the Company’s common stock. The Note, including accrued interest is due September 5, 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 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. 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. During the year ended December 31, 2017, the noteholder converted the principal balance of the note and accrued interest of $3,000 to 1,131,099 shares of common stock. 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 was amortized and written down through the date the convertible debt was fully extinguished. The calculated debt discount equaled the face of the 12% note and is being amortized and revalued over the term of the note. Interest expense on the convertible notes of $338,878 was recorded for the year ended December 31, 2017. Convertible Debentures The Company issued convertible debentures to an individual during the year ended December 31, 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 $8,782 was recorded for the year ended December 31, 2017. |
Note 10 - Derivative Liability
Note 10 - Derivative Liability | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Note 10 - Derivative Liability | Note 10 – Derivative Liability Convertible Note During the year ended December 31, 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 $472,523, consisting of $96,839 and $375,684 for the 8% and 12% notes, respectively in which to the extent of the face value of convertible notes was treated as debt discount and the excess of the derivative over the face value of the note is accounted for as interest expense. The fair value of the embedded derivatives identified during the year ended December 31, 2017, in the amount of $96,839, was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 271.91%, (3) weighted average risk-free interest rate of 1.91%, (4) expected life of 0.80 years, and (5) estimated fair value of the Company’s common stock of $0.28 per share. The Company recorded interest expense from the excess of the derivative liability over the face amount of the convertible note of $21,839 during the year ended December 31, 2017. The Company revalued the derivative liability to fair value at each conversion and recorded changes in fair value of the derivative liability of $14,055 and loss on extinguishment of debt of $34,951 through December 1, 2017, the date the note was fully converted. The fair value of the embedded derivatives at December 31, 2017, in the amount of $375,684, was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 272.27%, (3) weighted average risk-free interest rate of 1.2%, (4) expected life of 1 year, and (5) estimated fair value of the Company’s common stock of $0.33 per share. The Company recorded interest expense from the excess of the derivative liability over the convertible note of $250,684 during the year ended December 31, 2017. The Company revalued the derivative liability to fair value at each conversion and at year end and recorded changes in fair value of the derivative liability of $144,544 and loss on extinguishment of debt of $70,850. 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 | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | |
Note 11 - Note Payable | Note 11 – Notes Payable Notes payable from continuing operations at December 31, 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. The balance due on December 31, 2016 was $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 matured 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 | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | |
Note 12 - Stock Transactions | Note 12 – Stock Transactions Common Stock Issued On November 28, 2017, the Board unanimously approved an amendment to the Company’s Articles of Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue from Two hundred million (200,000,000) to Four Hundred Million (400,000,000) shares of Common Stock, $0.001 par value per share (the “Capitalization Amendment”). On November 29, 2017, the Majority Stockholders executed and delivered to the Company a written consent approving the Current Action. In connection with the convertible notes payable (see Note 9 above) the noteholders converted $161,000 of principal balance and $3,000 of accrued interest to 3,327,581 shares of common stock during the year ended December 31, 2017. The stock issued was determined based on the terms of the convertible notes. 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 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 | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | |
Note 13 - Income Taxes | Note 13 - Income Taxes The reconciliation between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense (benefit) is as follows: Year Ended December 31, 2017 2016 Statutory U.S. federal income tax rate (34.0 )% (34.0 )% State income taxes, net of federal income tax benefit (4.0 )% (4.7 )% Tax effect of expenses that are not deductible for income tax purposes 9.0 % 30.8 % Change in Valuation Allowance 29.0 % 7.9 % Effective tax rate (0.0 )% (0.0 )% At December 31, the significant components of the deferred tax assets (liabilities) are summarized below: 2017 2016 Deferred Tax Assets: Net Operating Losses $ 2,329,938 $ 1,313,180 Other 377,445 185,670 Total deferred tax assets 2,707,383 1,498,850 Deferred Tax Liabilities: — — Total deferred tax liabilities — — Valuation Allowance (2,707,383 ) (1,498,850 ) Net deferred tax assets $ — $ — The Company’s deferred tax assets and liabilities were remeasured to reflect the reduction in the U.S. corporate income tax rate from 35% to 21%, resulting in a deferred tax expense of $392,000 for the year ended December 31, 2017 that is still fully valued against as of December 31, 2017. This expense is attributable to the Company being in a net deferred tax asset position at the time of remeasurement. As the Company maintains full valuation allowance, this amount can be seen on the rate reconciliation as an adjustment to deferred tax asset and corresponding valuation allowance. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of foreign earnings. We have estimated our provision for income taxes in accordance with the Tax Act and guidance available as of the date of this filing but have kept the full valuation allowance. As a result, we have recorded no income tax expense in the fourth quarter of 2017, the period in which the legislation was enacted. On December 22, 2017, Staff Accounting Bulletin No. 118 ("SAB 118") was issued to address the application of US GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. The deferred tax expense recorded in connection with the remeasurement of deferred tax assets is a provisional amount and a reasonable estimate at December 31, 2017 based upon the best information currently available. The ultimate impact may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of the Tax Act. Any subsequent adjustment to these amounts will be recorded to current tax expense in the third quarter of 2018 when the analysis is complete. The accounting is expected to be complete when the 2017 U.S. corporate income tax return is filed in 2018. As of December 31, 2017, the Company had federal and state net operating loss carryforwards of approximately $4.8 million and $5.0 million, which expire at various dates from 2024 through 2038. These net operating loss carryforwards may be used to offset future taxable income and thereby reduce the Company’s U.S. federal and state income taxes. The net operating losses may be subject to limitation under Internal Revenue Code Section 382 should there be a greater than 50% change in ownership as determined under the regulations. In accordance with ASC 740, 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 as of December 31, 2017 and 2016 has been established as Management believes that the Company will more likely than not realize the benefit of those deferred tax assets. Therefore, no tax provision has been recorded for the years ended December 31, 2017 and 2016. The Company complies with the provisions of ASC 740-10 in accounting for its uncertain tax positions. ASC 740-10 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely that not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Management has determined that the Company has no significant uncertain tax positions requiring recognition under ASC 740-10. The Company is subject to income tax in the U.S., and certain state jurisdictions. The Company has not been audited by the U.S. Internal Revenue Service, or any states in connection with income taxes. The Company’s tax years generally remain open to examination for all federal and state income tax matters until its net operating loss carryforwards are utilized and the applicable statutes of limitation have expired. The federal and state tax authorities can generally reduce a net operating loss (but not create taxable income) for a period outside the statute of limitations in order to determine the correct amount of net operating loss which may be allowed as a deduction against income for a period within the statute of limitations. The Company recognizes interest and penalties related to unrecognized tax benefits, if incurred, as a component of income tax expense. |
Note 14 - Retirement Plan
Note 14 - Retirement Plan | 12 Months Ended |
Dec. 31, 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, Wala is currently not required to match employee contributions. The Company did not make any employer contributions to the Plan in 2016. |
Note 15 - Concentrations and Cr
Note 15 - Concentrations and Credit Risk | 12 Months Ended |
Dec. 31, 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 three customers which accounted for approximately 44%, 27%, , and 11%, respectively of HealthDatix’s total sales for the year ended December 31, 2017. The three customers accounted for approximately 58%, 26%, and 11% of accounts receivable at December 31, 2017. One customer accounted for 14% of sales included in discontinued operations for the year ended December 31, 2017. 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 December 31, 2017 and 2016, respectively. |
Note 16 - Related Party Transac
Note 16 - Related Party Transactions | 12 Months Ended |
Dec. 31, 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. The notes include interest at 6% and are subordinated to the notes payable. The balance on the related party note payable was $626,266 at December 31, 2017. Amounts Due to Related Parties Amounts due to related parties with balances of $128,476 and $508 at December 31, 2017 and 2016, respectively, do not bear interest and are payable on demand. The Company’s former subsidiary, Arcmail owed amounts on a credit card that is guaranteed by the husband of the Company’s Executive Vice President, who was held personally responsible by the credit card company for the unpaid balance. 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 | 12 Months Ended |
Dec. 31, 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: 2018 $ 27,598 2019 3,380 $ 30,978 Rent expense of $26,745 and $19,380 was charged to continuing operations for the years ended December 31, 2017 and 2016, respectively. Rent expense of $10,807 and $43,790 was charged to discontinued operations for the years ended December 31, 2017 and 2016, respectively. Employment Arrangements With Executive Officers Effective April 1, 2017, in connection with the acquisition of HealthDatix Inc., the Company entered into employment agreements with Jerry Robinson, MaryJo Robinson, and Kathleen Shepherd each under a three-year term at a base salary of $75,000 per year, bonuses based upon objectives set by the Company, and participation in all benefit programs generally made available to HealthDatix employees. The employment agreements restrict the executive officers from engaging in certain competitive activities for the greater of 60 months from the date of the agreements or two years following the termination of their respective employment. |
Note 18 - Subsequent Events
Note 18 - Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | |
Note 18 - Subsequent Events | Note 18 – Subsequent Events Common Stock Issued On February 5, 2018, the Company sold 750,000 shares of common stock at $.02 per share and issued a warrant to purchase 750,000 shares of common stock at a price of $.05 per share to an investor for proceeds of $15,000. Subsequent to the end of the period through the date of the report, various noteholders converted $102,000 of principal and $9,826 of accrued interest to 5,344,180 shares of the Company’s common stock. |
Note 3 - Summary of Significa26
Note 3 - Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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 estimated fair value of the derivative liability was calculated using the Black-Scholes option pricing model. The Company uses Level 3 inputs to value its derivative liabilities. The following table provides a reconciliation of the beginning and ending balances for the major classes of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) and reflects gains and losses for the years ended December 31, 2017 and 2016. 2017 2016 Liabilities: Balance of derivative liabilities - beginning of year $ — $ — Issued 472,523 — Converted (247,865 ) — Change in fair value of derivative liabilities (158,599 ) — Balance of derivative liabilities - end of year $ 66,059 $ — |
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 from continuing operations for the years ended December 31, 2017 and 2016 were $2,517 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 December 31, 2017 and 2016, respectively. Bad debt expense of $0 and $63 was charged to discontinued operations for the years ended December 31, 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 Technology license 5 years Purchased in process R&D Indefinite Customer contracts 10 years |
Goodwill | Goodwill Goodwill represents the excess of assets acquired over liabilities assumed 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. An impairment expense of $3,338,095 was recorded during the year ended December 31, 2017 and $6,263,320 during the year ended December 31, 2016, which is included in discontinued operations. |
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 current liabilities in the amount of $9,100 and $0 as of December 31, 2017 and 2016, respectively. 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 December 31, 2017 and 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 Bas27
Note 1 - Organization and Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 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 Software 156,925 Customer contracts 644,846 Notes payable (60,500 ) Loan payable (65,000 ) Goodwill 338,095 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. December 31, December 31, 2017 2016 Pro forma revenue $ 35,516 $ 67,989 Pro forma gross profit $ 5,029 $ 48,474 Pro forma loss from operations $ (2,984,770 ) $ (482,504 ) Pro forma net loss $ (2,941,208 ) $ (485,269 ) |
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 FDA 510K clearance $ 1,396,000 Technology license 1,000,000 In process research and development 604,000 Goodwill 3,000,000 Purchase price $ 6,000,000 |
Note 2 - Discontinued Operati28
Note 2 - Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | |
Assets and liabilities of the discontinued operations | The underlying assets and liabilities of the discontinued operations as of December 31, 2017 and 2016 are presented as follows: 2017 2016 Assets: Cash $ — $ 17,323 Accounts receivable, net — 321,033 Inventory — 1,160 Prepaid expenses — 15,300 Property and equipment — 18,653 Total assets $ — $ 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 income (loss) from discontinued operations | The components of income (loss) from discontinued operations presented in the consolidated statements of operations for the years ended December 31, 2017 and 2016 are presented as follows: 2017 2016 Sales $ 386,157 $ 1,990,490 Cost of sales (29,462 ) (179,312 ) General and administrative expenses (327,622 ) (1,626,355 ) Depreciation and amortization (4,537 ) (463,217 ) Gain on disposal of Arcmail 6,657,848 — Interest expense (92,848 ) (439,467 ) Impairment expense — (6,263,320 ) Income (loss) from discontinued operations $ 6,589,536 $ (6,981,181 ) |
Note 3 - Summary of Significa29
Note 3 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | |
Fair value assets and liabilities measured on recurring basis | The following table provides a reconciliation of the beginning and ending balances for the major classes of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) and reflects gains and losses for the years ended December 31, 2017 and 2016. 2017 2016 Liabilities: Balance of derivative liabilities - beginning of year $ — $ — Issued 472,523 — Converted (247,865 ) — Change in fair value of derivative liabilities (158,599 ) — Balance of derivative liabilities - end of year $ 66,059 $ — |
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 Technology license 5 years Purchased in process R&D Indefinite Customer contracts 10 years |
Note 5 - Property and Equipme30
Note 5 - Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | |
Schedule of property, plant and equipment | Property and equipment are carried at cost and consist of the following at December 31, 2017 and December 31, 2016: Continuing operations: 2017 2016 Office equipment and fixtures $ 10,964 $ 7,164 Less: Accumulated depreciation 7,119 5,981 $ 3,845 $ 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) | 12 Months Ended |
Dec. 31, 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 December 31, 2017: Life Software 156,925 5 years Customer contracts 644,846 10 years FDA 510K clearance 1,396,000 5 years Technology license 1,000,000 5 years In process research and development 604,000 Indefinite 3,801,771 Less: Accumulated amortization 533,886 $ 3,267,885 |
Note 7 - Earnings Per Common Sh
Note 7 - Earnings Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 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 loss per share for the year ended December 31, 2017 as the result would be anti-dilutive. Years Ended December 31, 2017 2016 Stock options 8,463,000 1,422,000 Stock warrants 400,000 275,000 Total shares excluded from calculation 8,863,000 1,697,000 |
Note 8 - Stock Based Compensa33
Note 8 - Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | |
Schedule of stock option activities | Stock option activity during the years ended December 31, 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 $ 0.03 $ 0.13 3.82 Options expired (296,900 ) 0.01 — Options outstanding at December 31, 2016 1,422,000 0.03 0.13 5.60 Options granted 7,800,000 0.07 — Options expired (759,000 ) 0.03 — Options outstanding at December 31, 2017 8,463,000 $ 0.07 $ 0.07 7.41 |
Schedule of stock options outstanding | Options outstanding at December 31, 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 $ 0.07 June 6, 2022 June 6, 2017 6,500,000 6,500,000 $ 0.07 June 6, 2027 Total 8,463,000 8,463,000 |
Schedule of Warrants, Activity | Warrant activity during the years ended December 31, 2017 and 2016 follows: Warrants Outstanding Weighted Average Exercise Price Weighted Average Grant-Date Fair Value (1) Contractual Life (Years) Warrants outstanding at December 31, 2015 275,000 $ 0.94 $ 0.10 3.42 No warrant activity — — — Warrants outstanding at December 31, 2016 275,000 $ 0.94 $ 0.10 2.42 Warrant granted 125,000 0.40 — Warrants outstanding at December 31, 2017 400,000 $ 0.62 $ 0.10 3.27 (1) Exclusive of 25,000 warrants expiring 2 years after initial IPO. |
Schedule of Outstanding Warrants | Warrants outstanding at December 31, 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 13 - Income Taxes (Tables)
Note 13 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense (benefit) is as follows: Year Ended December 31, 2017 2016 Statutory U.S. federal income tax rate (34.0 )% (34.0 )% State income taxes, net of federal income tax benefit (4.0 )% (4.7 )% Tax effect of expenses that are not deductible for income tax purposes 9.0 % 30.8 % Change in Valuation Allowance 29.0 % 7.9 % Effective tax rate (0.0 )% (0.0 )% |
Schedule of deferred tax assets (liabilities) | At December 31, the significant components of the deferred tax assets (liabilities) are summarized below: 2017 2016 Deferred Tax Assets: Net Operating Losses $ 2,329,938 $ 1,313,180 Other 377,445 185,670 Total deferred tax assets 2,707,383 1,498,850 Deferred Tax Liabilities: — — Total deferred tax liabilities — — Valuation Allowance (2,707,383 ) (1,498,850 ) Net deferred tax assets $ — $ — |
Note 17 - Commitments and Con35
Note 17 - Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 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: 2018 $ 27,598 2019 3,380 $ 30,978 |
Note 1 - Organization and Bas36
Note 1 - Organization and Basis of Presentation (Details) | Feb. 14, 2017USD ($) |
Business Combinations [Abstract] | |
Cash | $ 29,584 |
Accounts receivable | 2,250 |
Fixed assets | 3,800 |
Software | 156,925 |
Customer contracts | 644,846 |
Notes payable | (60,500) |
Loan payable | (65,000) |
Goodwill | 338,095 |
Purchase price | $ 1,050,000 |
Note 1 - Organization and Bas37
Note 1 - Organization and Basis of Presentation (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure Text Block [Abstract] | ||
Pro forma revenue | $ 35,516 | $ 67,989 |
Pro forma gross profit | 5,029 | 48,474 |
Pro forma loss from operations | (2,984,770) | (482,504) |
Pro forma net loss | $ (2,941,208) | $ (485,269) |
Note 1 - Organization and Bas38
Note 1 - Organization and Basis of Presentation (Details 2) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Purchase price | $ 6,000,000 |
FDA 510K clearance | |
Purchase price | 1,396,000 |
Technology license | |
Purchase price | 1,000,000 |
In process research and development | |
Purchase price | 604,000 |
Goodwill | |
Purchase price | $ 3,000,000 |
Note 2 - Discontinued Operati39
Note 2 - Discontinued Operations (Details) - Discontinued Operations [Member] - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Assets: | ||
Cash | $ 0 | $ 17,323 |
Accounts receivable, net | 0 | 321,033 |
Inventory | 0 | 1,160 |
Prepaid expenses | 0 | 15,300 |
Property and equipment | 0 | 18,653 |
Total assets | 0 | 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 revenue | 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 ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Gain on disposal of Arcmail | $ 6,657,848 | |
Income (loss) from discontinued operations | 6,589,536 | $ (6,981,181) |
Discontinued Operations [Member] | ||
Sales | 386,157 | 1,990,490 |
Cost of Sales | (29,462) | (179,312) |
General and administrative expenses | (327,622) | (1,626,355) |
Depreciation and amortization | (4,537) | (463,217) |
Gain on disposal of Arcmail | 6,657,848 | 0 |
Interest expense | (92,848) | (439,467) |
Impairment expense | 0 | (6,263,320) |
Income (loss) from discontinued operations | $ 6,589,536 | $ (6,981,181) |
Note 3 - Summary of Significa41
Note 3 - Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Liabilities: | ||
Balance of derivative liabilities - beginning of year | $ 0 | $ 0 |
Issued | 472,523 | 0 |
Converted | (247,865) | 0 |
Change in fair value of derivative liabilities | (158,599) | |
Balance of derivative liabilities - end of year | $ 66,059 | $ 0 |
Note 3 - Summary of Significa42
Note 3 - Summary of Significant Accounting Policies (Details 1) | 12 Months Ended |
Dec. 31, 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 Significa43
Note 3 - Summary of Significant Accounting Policies (Details 2) | 12 Months Ended |
Dec. 31, 2017 | |
Software | |
Intangible assets useful life | 5 years |
Technology license | |
Intangible assets useful life | 5 years |
Purchased in process R&D | |
Intangible assets useful life | Indefinite |
Customer contracts | |
Intangible assets useful life | 10 years |
Note 3 - Summary of Significa44
Note 3 - Summary of Significant Accounting Policies (Details Narratives) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Advertising costs | $ 2,517 | $ 0 |
Deferred revenue | 9,100 | |
Discontinued Operation, Deferred Revenue | 0 | 1,092,388 |
Impairment expense | 3,338,095 | |
Impairment expense, Discontinued operations | 6,263,320 | |
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 ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Disclosure Text Block [Abstract] | ||
Accumulated deficit | $ (9,648,569) | $ (10,230,631) |
Working capital deficit | $ (904,700) |
Note 5 - Property and Equipme46
Note 5 - Property and Equipment (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 |
Property, Plant and Equipment, Net | $ 3,845 | $ 1,183 | |
Continuing Operations [Member] | |||
Office equipment and fixtures | 10,964 | 7,164 | |
Less: accumulated depreciation | 7,119 | 5,981 | |
Property, Plant and Equipment, Net | 3,845 | $ 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 Equipme47
Note 5 - Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Depreciation expense | $ 1,138 | $ 473 |
Continuing Operations [Member] | ||
Depreciation expense | 1,138 | 473 |
Discontinued Operations [Member] | ||
Depreciation expense | $ 4,538 | $ 21,381 |
Note 6 - Intangible Assets (Det
Note 6 - Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Intangible Assets, Gross | $ 3,801,771 |
Less: Accumulated amortization | 533,886 |
Intangible Assets, Net | 3,267,885 |
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 |
FDA 510K clearance | |
Intangible Assets, Gross | $ 1,396,000 |
Intangible assets useful life | 5 years |
Technology license | |
Intangible Assets, Gross | $ 1,200,000 |
Intangible assets useful life | 5 years |
In process research and development | |
Intangible Assets, Gross | $ 604,000 |
Intangible assets useful life | Indefinite |
Note 6 - Intangible Assets (D49
Note 6 - Intangible Assets (Details Narrative) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Continuing Operations [Member] | |
Amortization expense | $ 533,886 |
Note 7 - Earnings (Loss) Per 50
Note 7 - Earnings (Loss) Per Common Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Total shares excluded from calculation | 8,863,000 | 1,697,000 |
Options | ||
Total shares excluded from calculation | 8,463,000 | 1,422,000 |
Warrant | ||
Total shares excluded from calculation | 400,000 | 275,000 |
Note 8 - Stock Based Compensa51
Note 8 - Stock Based Compensation (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 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 26 days |
Options, Granted | 7,800,000 | |
Options, Granted, Weighted Average Exercise Price | $ 0.07 | |
Options, Expired | (759,000) | (296,900) |
Options, Expired , Weighted Average Exercise Price | $ 0.03 | $ 0.01 |
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 4 months 28 days | 5 years 7 months 6 days |
Note 8 - Stock Based Compensa52
Note 8 - Stock Based Compensation (Details 1) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Outstanding | 8,463,000 | 1,422,000 | 1,718,900 |
Number Exercisable | 8,463,000 | ||
Exercise price | $ 0.07 | $ 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 Compensa53
Note 8 - Stock Based Compensation (Details 2) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 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 | $ 0.1 | $ 0.1 |
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 | $ 0.4 | |
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 | $ 0.1 | $ 0.1 |
Warrants, Outstanding, Beginning Balance, Weighted Average Remaining Contractual Life | 3 years 3 months 7 days | 2 years 5 months 1 day |
Note 8 - Stock Based Compensa54
Note 8 - Stock Based Compensation (Details 3) | 12 Months Ended |
Dec. 31, 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 | $ 0.5 |
Expiration Date | January 5, 2022 |
Note 9 - Convertible Debt (Deta
Note 9 - Convertible Debt (Details Narrative) - USD ($) | Oct. 10, 2017 | Jul. 05, 2017 | Apr. 03, 2017 | Nov. 28, 2017 | Mar. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Interest expense on the convertible notes | $ 338,878 | ||||||
Interest expense on the convertible debentures | $ 8,782 | ||||||
Maturity date | Mar. 31, 2017 | ||||||
Convertible note | $ 333,689 | $ 50,000 | |||||
12% Convertible Note | |||||||
Convertible note | 39,000 | ||||||
12% Convertible Note | Principal | |||||||
Debt Conversion, Converted Instrument, Amount | $ 125,000 | $ 86,000 | |||||
Debt Conversion, Converted Instrument, Shares Issued | 2,196,482 | ||||||
Interest rate | 12.00% | ||||||
8% Convertible Note | Principal | |||||||
Debt Conversion, Converted Instrument, Amount | $ 78,000 | $ 63,000 | $ 103,000 | $ 75,000 | $ 3,000 | ||
Debt Conversion, Converted Instrument, Shares Issued | 1,131,099 | ||||||
Interest rate | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | ||
Maturity date | Jul. 15, 2018 | Apr. 15, 2018 | Sep. 5, 2018 | Jan. 15, 2018 | Mar. 30, 2017 |
Note 10 - Derivative Liability
Note 10 - Derivative Liability (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair value of derivative liability | $ 472,523 | |
Interest expense | 367,352 | $ 2,579 |
Changes in fair value of derivative liability | 158,599 | |
Loss on extinguishment of debt | (105,801) | |
8% Convertible Note | ||
Fair value of derivative liability | 96,839 | |
Fair value of embedded derivatives | $ 83,773 | |
Valuation Method | Binomial Option Pricing Model | |
Dividend yield | 0.00% | |
Expected volatility | 271.91% | |
Weighted average risk-free interest rate | 1.91% | |
Expected life | 9 months 18 days | |
Estimated fair value of the Company's common stock | $ 0.28 | |
Interest expense | $ 21,839 | |
Changes in fair value of derivative liability | 14,055 | |
Loss on extinguishment of debt | (34,951) | |
12% Convertible Note | ||
Fair value of derivative liability | 375,684 | |
Fair value of embedded derivatives | $ 375,684 | |
Valuation Method | Binomial Option Pricing Model | |
Dividend yield | 0.00% | |
Expected volatility | 272.27% | |
Weighted average risk-free interest rate | 1.20% | |
Expected life | 1 year | |
Estimated fair value of the Company's common stock | $ 0.33 | |
Interest expense | $ 250,684 | |
Changes in fair value of derivative liability | 144,544 | |
Loss on extinguishment of debt | $ (70,850) |
Note 11 - Note Payable (Details
Note 11 - Note Payable (Details Narratives) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Notes payable from discontinued operations | $ 52,500 | |
Proceeds from financing agreements | 395,583 | |
Outstanding balance of notes payable - other | 3,119,001 | |
Interest rate | 7.00% | |
Maturity Date | Mar. 31, 2017 | |
Discontinued Operations [Member] | ||
Notes payable from discontinued operations | $ 52,500 | 779,750 |
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 | Dec. 31, 2017 | Dec. 31, 2016 |
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | ||||||||||||||
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 | $ 0.12 | $ 0.09 | $ 0.0725 | $ 0.10 | $ 0.08 | $ 0.10 | $ 0.09 | $ 0.07 | ||||||||
Common Stock Issued for acquisition | 60,000,000 | 15,000,000 | ||||||||||||||
Treasury Stock ,Issued | 10,000,000 | |||||||||||||||
Noteholder | ||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,327,581 | |||||||||||||||
Noteholder | Principal | ||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 161,000 | |||||||||||||||
Noteholder | Accrued interest | ||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 3,000 | |||||||||||||||
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 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | |||||||||
Noteholder | ||||||||||||||||
Sale of common stock, Shares | 150,000 | |||||||||||||||
Sale of Stock price per share | $ 0.10 |
Note 13 - Income Taxes (Details
Note 13 - Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Statutory U.S. federal income tax rate | (34.00%) | (34.00%) |
State income taxes, net of federal income tax benefit | (4.00%) | (4.70%) |
Tax effect of expenses that are not deductible for income tax purposes | 9.00% | 30.80% |
Change in Valuation Allowance | 29.00% | 7.90% |
Effective tax rate | 0.00% | 0.00% |
Note 13 - Income Taxes (Detai60
Note 13 - Income Taxes (Details 1) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax asset | ||
Net Operating Losses | $ 2,329,938 | $ 1,313,180 |
Other | 377,445 | 185,670 |
Total deferred income tax asset | 2,707,383 | 1,498,850 |
Deferred Tax Liabilities: | ||
Total deferred tax liabilities | 0 | 0 |
Valuation Allowance | (2,707,383) | (1,498,850) |
Net deferred tax asset | $ 0 | $ 0 |
Note 13 - Income Taxes (Detai61
Note 13 - Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Income Tax Disclosure [Abstract] | |
Deferred tax expense | $ 392,000 |
U.S. corporate income tax rate | 21.00% |
Note 15 - Concentrations and 62
Note 15 - Concentrations and Credit Risk (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
FDIC | $ 250,000 | |
Sales [Member] | First Customers [Member] | ||
Concentration percentage | 44.00% | |
Sales [Member] | Customers two [Member] | ||
Concentration percentage | 27.00% | |
Sales [Member] | Customers Three[Member] | ||
Concentration percentage | 11.00% | |
Sales [Member] | No Single Customer [Member] | Discontinued Operations [Member] | ||
Concentration percentage | 10.00% | 10.00% |
Accounts Receivable [Member] | Customers two [Member] | ||
Concentration percentage | 26.00% | |
Accounts Receivable [Member] | Customers Three[Member] | ||
Concentration percentage | 11.00% | |
Accounts Receivable [Member] | One Customer [Member] | ||
Concentration percentage | 58.00% |
Note 16 - Related Party Trans63
Note 16 - Related Party Transactions (Details Narratives) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Disclosure Text Block [Abstract] | ||
Amounts due to related parties | $ 128,476 | $ 508 |
Amounts due to related parties others | $ 626,266 | $ 64,509 |
Note 17 - Commitments And Con64
Note 17 - Commitments And Contingencies (Details) | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 27,598 |
2,019 | 3,380 |
Total | $ 30,978 |
Note 17 - Commitments and Con65
Note 17 - Commitments and Contingencies (Details Narratives) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Term | 3 years | |
Base Salary | $ 75,000 | |
Continuing Operations [Member] | ||
Rent expense | 26,745 | $ 19,380 |
Discontinued Operations [Member] | ||
Rent expense | $ 10,807 | $ 43,790 |
Note 18 - Subsequent Events (De
Note 18 - Subsequent Events (Details Narrative) - USD ($) | Feb. 05, 2018 | Sep. 14, 2017 | Aug. 10, 2017 | Jul. 05, 2017 | May 07, 2017 | Sep. 29, 2017 | Apr. 20, 2017 | Jan. 27, 2017 | Dec. 31, 2017 |
Investor | |||||||||
Sale of common stock | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | 1,000,000 | 2,000,000 | ||
Sale price per share | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | ||
Noteholder | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,327,581 | ||||||||
Noteholder | Principal | |||||||||
Debt Conversion, Converted Instrument, Amount | $ 161,000 | ||||||||
Noteholder | Accrued interest | |||||||||
Debt Conversion, Converted Instrument, Amount | $ 3,000 | ||||||||
Subsequent Event [Member] | |||||||||
Sale of common stock | 750,000 | ||||||||
Sale price per share | $ 0.02 | ||||||||
Subsequent Event [Member] | Investor | |||||||||
Common stock issued for purchase of warrants | 750,000 | ||||||||
Share price | $ 0.05 | ||||||||
Proceeds from Issuance of Warrants | $ 15,000 | ||||||||
Subsequent Event [Member] | Noteholder | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 5,344,180 | ||||||||
Subsequent Event [Member] | Noteholder | Principal | |||||||||
Debt Conversion, Converted Instrument, Amount | $ 102,000 | ||||||||
Subsequent Event [Member] | Noteholder | Accrued interest | |||||||||
Debt Conversion, Converted Instrument, Amount | $ 9,826 |