FISION (FSSN) 10-Q/A 16 May 17 2017 Q1 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information	3 Months Ended
	Mar. 31, 2017shares
Document And Entity Information
Entity Registrant Name	FISION Corp
Entity Central Index Key	1,487,931
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding	40,926,471
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,017

CONDENSED CONOLIDATED BALANCE S

CONDENSED CONOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Current assets
Cash and cash equivalents	$ 4,757	$ 8,172
Accounts receivable, net	27,000	9,045
Subscription Receivable	50,000
Prepaid Expenses	1,085,250	734,637
Total current assets	1,167,007	751,853
Property and equipment, net	7,057	8,327
Other Assets:
Deposits	6,456	6,456
Total assets	1,180,520	766,636
Current Liabilities:
Accounts payable, accrued expenses	774,943	536,688
Note payable and accrued interest - related party	78,075	405,176
Notes payable	554,263	525,550
Derivative Liability	30,625
Total current liabilities	1,437,906	1,467,415
Stockholders' Equity:
Preferred Stock, $0.0001 Par value, 25,000,000 shares authorized, No shares issued and outstanding
Common Stock, $0.0001 Par value, 500,000,000 shares authorized 40,926,471 and 38,302,720 shares issued and outstanding, respectively	4,093	3,830
Additional paid in capital	13,961,371	12,733,704
Accumulated deficit	(14,222,849)	(13,438,313)
Total stockholders' deficit	(257,385)	(700,779)
Total liabilities and stockholders' deficit	$ 1,180,520	$ 766,636

CONDENSED CONOLIDATED BALANCE 3

CONDENSED CONOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
Stockholders' Equity:
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	25,000,000	25,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	40,926,471	38,302,720
Common stock, shares outstanding	40,926,471	38,302,720

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Condensed Consolidated Statements Of Operations
Revenues	$ 128,337	$ 122,185
Cost of Sales	15,390	30,664
Gross margin	112,947	91,521
Operating Expenses:
Sales and Marketing	295,292	456,521
Development and support	170,642	271,875
General and administrative	320,626	586,938
Total operating expenses	786,560	1,315,334
Operating Loss	(673,613)	(1,223,813)
Other expense:
Interest expense	58,308	31,694
Loss on Debt Conversions	50,667	0
Gain (loss) on change in Fair Value of Derivative	1,948	0
Net loss	$ (784,536)	$ (1,255,507)
Net loss per common share - basic and diluted	$ (0.02)	$ (0.04)
Weighted average number of shares outstanding - Basic and diluted	38,884,677	28,128,077

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss for the Period	$ (784,536)	$ (1,255,507)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services	1,035,320	922,500
Depreciation	1,270	1,352
Stock warrants/Stock Options issued for services	42,294	30,000
(Increase) decrease in:
Accounts receivable	(17,955)	(18,120)
Other receivable	(50,000)
Prepaid expenses	(350,614)	5,914
Increase (decrease) in:
Accounts payable & accrued expenses	(28,643)	94,729
Net cash used in operating activities	(152,865)	(219,131)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(1,393)
Net cash used In investing activities		(1,393)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments on note payable	(16,550)	(32,373)
Proceeds from note payable	50,000
Proceeds from related party notes	14,300
Proceeds on line of credit	1,700	2,598
Proceeds from issuance of common stock	100,000	620,000
Net cash provided by financing activities	149,450	590,225
Net (Decrease) Increase in Cash	(3,415)	369,702
Cash at Beginning of Period	8,172	8,495
Cash at End of Period	4,757	378,197
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during period: Interest	1,513	1,633
Cash paid during period: Franchise and income taxes
Noncash operating and financing activities:
Common Stock Issued for Services	1,035,320	922,500
Common Stock Warrants Issued for Services		30,000
Conversion of debt and accrued interest to common stock	$ 370,169

ORGANIZATION AND SIGNIFICANT AC

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
Note 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES	Fision Corporation, (formerly DE 6 Acquisition, Inc.), a Delaware corporation (the “Company”) was incorporated on February 24, 2010, and was inactive until December 2015 when it merged with Fision Holdings, Inc., a Minnesota operating business based in Minneapolis, Minnesota. As a result of the merger, Fision Holdings, Inc. became a wholly-owned subsidiary of the Company. Fision Holdings, Inc. was incorporated under the laws of the State of Minnesota in 2010, and has developed and successfully commercialized a proprietary cloud-based software platform which automates and integrates digital marketing assets and marketing communications to “bridge the gap” between marketing and sales of any enterprise. The Company generates its revenues primarily from software licensing contracts typically having terms of from one to three years and requiring monthly subscription fees based on the customer’s number of users and the locations where used. The Company’s business model provides it with a high percentage of recurring revenues. The terms “Fision,” “we,” “us,” and “our,” refer to FISION Corporation, a Delaware corporation and its wholly-owned operating subsidiary Fision Holdings, Inc., a Minnesota corporation. Basis of Presentation The accompanying condensed consolidated financial statements are unaudited. These unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures which are included in annual financial statements have been omitted pursuant to these rules and regulations. We believe the disclosures made in these interim unaudited financial statements are adequate to make the information not misleading. Although these interim financial statements for the three-month periods ended March 31, 2017 and 2016 are unaudited, in the opinion of our management, such statements include all adjustments, consisting of normal and recurring accruals necessary to present fairly our financial position, results of operations and cash flows for the periods presented. The results for the 2017 first quarter interim period are not necessarily indicative of the results to be expected for the year ended December 31, 2017 or for any future period. These unaudited interim financial statements should be read and considered in conjunction with our audited financial statements and the notes thereto for the year ended December 31, 2016, included in our annual report on Form 10-K filed with the SEC on March 31, 2017. Principles of Consolidation These consolidated interim financial statements include the accounts of FISION Corporation, a Delaware corporation, and its wholly-owned Minnesota subsidiary Fision Holdings, Inc. All material intercompany transactions and balances have been eliminated in consolidation. Use of Estimates GAAP accounting principles require our management to make estimates and assumptions in the preparation of these interim financial statements that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates and assumptions. The most significant areas requiring management judgment and which are susceptible to possible later change include our revenue recognition, cost of revenue, allowance for doubtful accounts, valuations of property and equipment and intangible assets, stock-based compensation, fair value of financial instruments, derivative securities, research and development, impairment of long-lived assets, and income taxes. Certain accounting policies for these areas are discussed following these Notes in the Item 2 section of this quarterly report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Cash and Cash Equivalents We consider all short-term highly liquid investments with a remaining maturity at the date of purchase of three months or less to be cash equivalents. At March 31, 2017 we had no cash equivalents. Concentration of Credit Risk and Customers Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and accounts receivable. During the quarter ended March 31, 2017, we may have had cash deposits in our bank that exceeded FDIC insurance limits. We maintain our bank accounts at high quality institutions and in demand accounts to mitigate this risk. Regarding our customers, we perform ongoing credit evaluations of them, and generally we do not require collateral from them to do business with us. For the three months ended March 31, 2017, only two customers exceeded 10% of our revenues, including one for 17% of revenues and one for 14% of revenues. We do not believe that we face any material customer concentration risks currently, although a significant reduction for any reason in the use of our software solutions by one or more of our major customers could harm our business materially. Loss Per Common Share Basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period. Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding and potential common shares under the treasury stock method. Diluted net loss per common share is not shown, since the assumed exercise of stock options and warrants using the treasury stock method are anti-dilutive. Property and Equipment Property and equipment are capitalized and stated at cost, and any additions, renewals or betterments are also capitalized. Expenditures for maintenance and repairs are charged to earnings as incurred. If property or equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from our accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method with estimated lives as follows: Furniture and fixtures 5 years Computer and office equipment 5 years Stock-Based Compensation We record stock-based compensation in accordance with FASB ASC Topic 718, which requires us to measure the cost for any stock-based employee compensation at fair value and recognize the expense over the related service period. We recognize the fair value of stock options, warrants and any other equity-based compensation issued to employees and non-employees as of the grant date. We use the Black Scholes model to measure the fair value of options and warrants.

GOING CONCERN

GOING CONCERN	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
Note 2 - GOING CONCERN	These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company’s ability to continue as a going concern is contingent upon its future ability to achieve and maintain profitable operations, and to raise substantial additional capital as required until it attains profitable operations. At March 31, 2017 the Company had a working capital deficiency of approximately $270,900 and an accumulated deficit of approximately $14.2 million. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited interim financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. We are in the process of raising funds, increasing our marketing and sales activities to obtain materially increased revenues, and otherwise addressing our ability to continue as a going concern, and our management believes that our actions being taken to raise needed capital and implement our business plan for increased revenues will enable us to continue as a going concern.

FAIR VALUE OF FINANCIAL INSTRUM

FAIR VALUE OF FINANCIAL INSTRUMENTS	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
Note 3 - FAIR VALUE OF FINANCIAL INSTRUMENTS	FASB ASC Topic 820 requires disclosure of and defines fair value of financial instruments, and also establishes a three-level valuation hierarchy for these disclosures. The carrying amounts reported in a balance sheet for receivables and current liabilities qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between their origination and their expected realization and their current market rate of interest. The three levels of valuation hierarchy for fair value determinations are defined as follows: Level 1 Level 2 Level 3 The following table represents the Company’s assets and liabilities by level measured at fair value on a recurring basis at March 31, 2017: Level 1 Level 2 Level 3 Convertible note payable $ - $ - $ 30,625 The following assets and liabilities are measured on the consolidated balance sheets at fair value on a recurring basis utilizing significant unobservable inputs or Level 3 assumptions in their valuation. The following tables provide a reconciliation of the beginning and ending balances of the liabilities: Fair Value January 1, Convertible Notes Change in fair Value Conversions Fair Value March 31, Convertible notes payable $ - $ 28,677 $ 1,948 $ - $ 30,625 All gains and losses on assets and liabilities measured at fair value on a recurring basis and classified as Level 3 within the fair value hierarchy are recognized in other interest income and expense in the accompanying financial statements. The significant unobservable inputs used in the fair value measurement of the liabilities described above are as follows; Exersice price $ 0.34 Expected Volatility 124 % Expected Term 6 mos Risk free interest rate 0.91 % Expected Dividends $ - Derivative Instruments The Company accounts for derivative instruments in accordance with Accounting Standards Codification 815, Derivatives and Hedging ("ASC 815"), If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.

NOTES PAYABLE

NOTES PAYABLE	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
Note 4 - NOTES PAYABLE	During the first quarter ended March 31, 2017, the Company issued a total of 1,233,895 shares of its common stock to convert into equity and satisfy $370,159 of outstanding Notes Payable. At March 31, 2017 the Company was indebted under various Notes Payable in the total amount of $767,108 including accrued interest. Following is a summary of our outstanding Notes Payable indebtedness as of March 31, 2017: Summary Description of Notes Payable Amount Owed* Decathlon LLC - Senior Secured Note, due 6/30/17, interest at 15% $ 171,049 Finquest Capital Inc.- Secured Note, due 6/30/17, interest at 15% 32,875 Brajoscal, LLC - Secured Note, past due, interest at 18% 27,250 Nottingham Securities Inc., due 6/30/17, interest at 10% 111,258 Note payable to individual investor, due 6/30/17, interest at 24% 130,018 Note payable to individual investor, past due, interest at 12% 29,493 Note payable to individual investor, due 12/31/17, interest at 12% 50,500 Note payable to individual investor, due 9/13/17, interest at 12% 25,125 Note payable to individual investor, due 6/30/17, interest at 10% 62,885 Note payable to individual investor, monthly settlement payments 47,000 Note payable to individual investor, past due, interest at 6% 1,580 Note payable to principal officer, due on demand, interest at 6% 78,075 Total $ 767,108 * Includes accrued interest

CONVERTIBLE NOTE

CONVERTIBLE NOTE	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
Note 5 - CONVERTIBLE NOTE	March 13, 2017 Convertible Note On March 13, 2017, the Company issued a $25,000 convertible promissory note bearing interest at 12.0% per annum to an accredited investor, payable September 13, 2017 plus accrued interest. The holder has the right convert the note into common stock of the Company at a conversion price equal to 50% of the average of the lowest trading prices during the 10-day period ending on the latest complete trading day prior to the conversion date. The Company evaluated the terms of the convertible note in accordance with ASC 815-40, Contracts in Entity's Own Equity, and concluded that the Convertible Note resulted in a derivative. The Company evaluated the terms of the convertible note and concluded that there was a beneficial conversion feature since the convertible note was convertible into shares of common stock at a discount to the market value of the common stock. The discount related to the beneficial conversion feature on the note was valued at $28,677 based on the Black Scholes Model. The discount related to the beneficial conversion feature ($28,677) is being amortized over the term of the debt (6 months). For the one months ended March 31, 2017, the Company recognized interest expense of $2,390 related to the amortization of the discount. The derivative liability relating to the beneficial conversion interest was $28,677 at March 31, 2017 and was computed using the following variables: Exersice price $ 0.40 Expected Volatility 124 % Expected Term 6 mos Risk free interest rate 0.93 % Expected Dividends $ -

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
Note 6 - STOCKHOLDERS' EQUITY	The Company is authorized to issue 500,000,000 shares of common stock and 20,000,000 shares of preferred stock, both having $.0001 par value per share. At March 31, 2017 there were 40,926,471 outstanding shares of common stock and no outstanding shares of preferred stock. Common Shares Issued In January 2017, the Company issued 142,857 unregistered common shares in a private placement to an accredited investor in consideration for $50,000 or $0.35 per share, which proceeds were used for working capital purposes. Also in January 2017, the Company issued 133,333 unregistered common shares to a Noteholder to satisfy and convert into equity $40,000 of a Note Payable. In February 2017, the Company issued a total of 650,000 unregistered common shares valued at $0.68 per share or $442,000 for consulting services, including 400,000 common shares for investment relations and financial communications services, and 250,000 common shares for technical and software advisory services. Also In February 2017, the Company sold and issued 300,000 unregistered shares for total consideration of $200 incident to a consulting contract to provide public relations services to the Company. In March 2017, the Company issued a total of 200,000 common shares for $100,000 ($.50 per share), which were sold to two investors in a public offering under its S-1 Registration Statement, which proceeds were used for working capital purposes. In April 2017, although effective March 31, 2017, the Company issued 1,100,562 unregistered common shares to convert debt owed to its two principal officers into equity incident to the transaction described in the following Note 7. Stock Option and Warrant Grants There were no stock option grants during the first quarter ended March 31, 2017. During the first quarter ended March 31, 2017, the Company granted warrants to purchase a total of 241,667 common shares, including (i) warrants for 41,667 shares granted for financial services, fully vested, and exercisable at $.30 per share anytime during a four-year term, and (ii) cashless exercise warrants for 200,000 shares granted for investor relations services, exercisable when vested at $.40 per share anytime during a three-year term and vesting at 20,000 shares per month over a ten-month period. Under our Black Scholes valuation model, warrants that vested during the 2017 first quarter ended March 31, 2017 were valued at $42,294.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
Note 7 - RELATED PARTY TRANSACTIONS	In April 2017 the Company issued a total of 1,100,562 unregistered shares of its common stock to its two principal officers in consideration for their converting a total of $330,168 of their Notes for past due compensation into equity at $.30 per share, including 850,562 shares issued to Michael Brown and 250,000 shares issued to Garry Lowenthal. This transaction was effective March 31, 2017. Our Notes Payable as of March 31, 2017 include $78,075 owed to our CFO, Garry Lowenthal, for unpaid past salary compensation, which was not converted into equity and is payable on demand with an interest rate of 6% per annum. Mr. Lowenthal has the option to convert this outstanding Note owed to him into unregistered common shares at any time over the next four years at a conversion rate of $.30 per share.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2017
Notes to Financial Statements
Note 8 - SUBSEQUENT EVENTS	In April-May, 2017, the Company issued an additional 1,100,000 unregistered common shares as follows: i) 500,000 shares in a private placement with an accredited investor for proceeds of $150,000 ($.30 per share), which proceeds were used for working capital purposes, and the Company also granted this accredited investor a vested four-year warrant to purchase 250,000 common shares at $.30 per share; ii) 200,000 shares valued at $.30 per share to a financial advisor under a consulting agreement also requiring payment to the advisor of $10,000 cash and a Convertible Promissory Note of $50,000; and iii) 400,000 shares to Volerro Corporation upon closing our purchase of Volerro’s assets. In April 2017 we entered into an Asset Purchase Agreement (the “Agreement”) with Volerro Corporation (“Volerro”) to acquire Volerro’s assets including its unique cloud-based proprietary software and development technology and its customer base. Volerro is a privately-held corporation based in Minneapolis which has developed and markets “content collaboration” software services to enhance and improve the overall sales and marketing activities of its clients.

ORGANIZATION AND SIGNIFICANT 14

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2017
Organization And Significant Accounting Policies Policies
Basis of Presentation	The accompanying condensed consolidated financial statements are unaudited. These unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures which are included in annual financial statements have been omitted pursuant to these rules and regulations. We believe the disclosures made in these interim unaudited financial statements are adequate to make the information not misleading. Although these interim financial statements for the three-month periods ended March 31, 2017 and 2016 are unaudited, in the opinion of our management, such statements include all adjustments, consisting of normal and recurring accruals necessary to present fairly our financial position, results of operations and cash flows for the periods presented. The results for the 2017 first quarter interim period are not necessarily indicative of the results to be expected for the year ended December 31, 2017 or for any future period. These unaudited interim financial statements should be read and considered in conjunction with our audited financial statements and the notes thereto for the year ended December 31, 2016, included in our annual report on Form 10-K filed with the SEC on March 31, 2017.
Principles of Consolidation	These consolidated interim financial statements include the accounts of FISION Corporation, a Delaware corporation, and its wholly-owned Minnesota subsidiary Fision Holdings, Inc. All material intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates	GAAP accounting principles require our management to make estimates and assumptions in the preparation of these interim financial statements that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates and assumptions. The most significant areas requiring management judgment and which are susceptible to possible later change include our revenue recognition, cost of revenue, allowance for doubtful accounts, valuations of property and equipment and intangible assets, stock-based compensation, fair value of financial instruments, derivative securities, research and development, impairment of long-lived assets, and income taxes. Certain accounting policies for these areas are discussed following these Notes in the Item 2 section of this quarterly report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Cash and Cash Equivalents	We consider all short-term highly liquid investments with a remaining maturity at the date of purchase of three months or less to be cash equivalents. At March 31, 2017 we had no cash equivalents.
Concentration of Credit Risk and Customers	Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and accounts receivable. During the quarter ended March 31, 2017, we may have had cash deposits in our bank that exceeded FDIC insurance limits. We maintain our bank accounts at high quality institutions and in demand accounts to mitigate this risk. Regarding our customers, we perform ongoing credit evaluations of them, and generally we do not require collateral from them to do business with us. For the three months ended March 31, 2017, only two customers exceeded 10% of our revenues, including one for 17% of revenues and one for 14% of revenues. We do not believe that we face any material customer concentration risks currently, although a significant reduction for any reason in the use of our software solutions by one or more of our major customers could harm our business materially.
Loss Per Common Share	Basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period. Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding and potential common shares under the treasury stock method. Diluted net loss per common share is not shown, since the assumed exercise of stock options and warrants using the treasury stock method are anti-dilutive.
Property and Equipment	Property and equipment are capitalized and stated at cost, and any additions, renewals or betterments are also capitalized. Expenditures for maintenance and repairs are charged to earnings as incurred. If property or equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from our accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method with estimated lives as follows: Furniture and fixtures 5 years Computer and office equipment 5 years
Stock-Based Compensation	We record stock-based compensation in accordance with FASB ASC Topic 718, which requires us to measure the cost for any stock-based employee compensation at fair value and recognize the expense over the related service period. We recognize the fair value of stock options, warrants and any other equity-based compensation issued to employees and non-employees as of the grant date. We use the Black Scholes model to measure the fair value of options and warrants.

ORGANIZATION AND SIGNIFICANT 15

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2017
Organization And Significant Accounting Policies Tables
Property and Equipment	Depreciation of property and equipment is provided using the straight-line method with estimated lives as follows: Furniture and fixtures 5 years Computer and office equipment 5 years

FAIR VALUE OF FINANCIAL INSTR16

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)	3 Months Ended
	Mar. 31, 2017
Fair Value Of Financial Instruments Tables
Assets and liabilities by level measured at fair value	The following table represents the Company’s assets and liabilities by level measured at fair value on a recurring basis at March 31, 2017: Level 1 Level 2 Level 3 Convertible note payable $ - $ - $ 30,625
Fair value on recurring basis significant unobservable	The following tables provide a reconciliation of the beginning and ending balances of the liabilities: Fair Value January 1, Convertible Notes Change in fair Value Conversions Fair Value March 31, Convertible notes payable $ - $ 28,677 $ 1,948 $ - $ 30,625
Schdule of fair value measurement of liabilities	The significant unobservable inputs used in the fair value measurement of the liabilities described above are as follows; Exersice price $ 0.34 Expected Volatility 124 % Expected Term 6 mos Risk free interest rate 0.91 % Expected Dividends $ -

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	3 Months Ended
	Mar. 31, 2017
Notes Payable Tables
Notes Payable	At March 31, 2017 the Company was indebted under various Notes Payable in the total amount of $767,108 including accrued interest. Following is a summary of our outstanding Notes Payable indebtedness as of March 31, 2017: Summary Description of Notes Payable Amount Owed* Decathlon LLC - Senior Secured Note, due 6/30/17, interest at 15% $ 171,049 Finquest Capital Inc.- Secured Note, due 6/30/17, interest at 15% 32,875 Brajoscal, LLC - Secured Note, past due, interest at 18% 27,250 Nottingham Securities Inc., due 6/30/17, interest at 10% 111,258 Note payable to individual investor, due 6/30/17, interest at 24% 130,018 Note payable to individual investor, past due, interest at 12% 29,493 Note payable to individual investor, due 12/31/17, interest at 12% 50,500 Note payable to individual investor, due 9/13/17, interest at 12% 25,125 Note payable to individual investor, due 6/30/17, interest at 10% 62,885 Note payable to individual investor, monthly settlement payments 47,000 Note payable to individual investor, past due, interest at 6% 1,580 Note payable to principal officer, due on demand, interest at 6% 78,075 Total $ 767,108

CONVERTIBLE NOTE (Tables)

CONVERTIBLE NOTE (Tables)	3 Months Ended
	Mar. 31, 2017
Schdule of derivative liability beneficial conversion	The significant unobservable inputs used in the fair value measurement of the liabilities described above are as follows; Exersice price $ 0.34 Expected Volatility 124 % Expected Term 6 mos Risk free interest rate 0.91 % Expected Dividends $ -
Convertible Note [Member]
Schdule of derivative liability beneficial conversion	The derivative liability relating to the beneficial conversion interest was $28,677 at March 31, 2017 and was computed using the following variables: Exersice price $ 0.40 Expected Volatility 124 % Expected Term 6 mos Risk free interest rate 0.93 % Expected Dividends $ -

ORGANIZATION AND SIGNIFICANT 19

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details)	3 Months Ended
	Mar. 31, 2017
Furniture and Fixtures [Member]
Property and equipment	5 years
Computer and Office Equipment [Member]
Property and equipment	5 years

ORGANIZATION AND SIGNIFICANT 20

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	3 Months Ended
	Mar. 31, 2017USD ($)Unit
State or Country of incorporation	Minnesota
Cash equivalents | $	$ 0
No. of customers | Unit	2
Customers exceeded revenues	10.00%
Customer One [Member]
Customers exceeded revenues	17.00%
Customer Two [Member]
Customers exceeded revenues	14.00%
Minimum [Member]
Term of software licensing contracts	1 year
Maximum [Member]
Term of software licensing contracts	3 years

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Going Concern Details Narrative
Accumulated deficit	$ (14,222,849)	$ (13,438,313)
Working capital deficiency	$ 270,900

FAIR VALUE OF FINANCIAL INSTR22

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Convertible note payable	$ 30,625
Fair Value, Inputs, Level 1 [Member]
Convertible note payable
Fair Value, Inputs, Level 2 [Member]
Convertible note payable
Fair Value, Inputs, Level 3 [Member]
Convertible note payable	$ 30,625

FAIR VALUE OF FINANCIAL INSTR23

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 1)	3 Months Ended
	Mar. 31, 2017USD ($)
Fair Value Of Financial Instruments Details 1
Convertible notes payable, beginning
Convertible Notes	28,677
Change in fair Value	1,948
Conversions
Convertible notes payable, ending	$ 30,625

FAIR VALUE OF FINANCIAL INSTR24

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 2)	3 Months Ended
	Mar. 31, 2017$ / shares
Fair Value Of Financial Instruments Details 2
Exersice price	$ 0.34
Expected Volatility	124.00%
Expected Term	6 months
Risk free interest rate	0.91%
Expected Dividends	$ 0

NOTES PAYABLE (Details)

NOTES PAYABLE (Details)	Mar. 31, 2017USD ($)
Notes payable	$ 767,108
Decathlon [Member]
Notes payable	171,049	[1]
Finquest Capital [Member]
Notes payable	32,875	[1]
Brajoscal [Member]
Notes payable	27,250	[1]
Nottingham Securities [Member]
Notes payable	111,258	[1]
Individual Investor [Member]
Notes payable	130,018	[1]
Individual Investor 1 [Member]
Notes payable	29,493	[1]
Individual Investor 2 [Member]
Notes payable	50,500	[1]
Individual Investor 3 [Member]
Notes payable	25,125	[1]
Individual Investor 4 [Member]
Notes payable	62,885	[1]
Individual Investor 5 [Member]
Notes payable	47,000	[1]
Individual Investor 6 [Member]
Notes payable	1,580	[1]
Principal Officers [Member]
Notes payable	$ 78,075	[1]
[1]	Includes accrued interest

NOTES PAYABLE (Details) (Parent

NOTES PAYABLE (Details) (Parenthetical)	3 Months Ended
	Mar. 31, 2017
Decathlon [Member]
Note payable due date	Jun. 30, 2017
Interest rate	15.00%
Finquest Capital [Member]
Note payable due date	Jun. 30, 2017
Interest rate	15.00%
Brajoscal [Member]
Interest rate	18.00%
Nottingham Securities [Member]
Note payable due date	Jun. 30, 2017
Interest rate	10.00%
Individual Investor [Member]
Note payable due date	Jun. 30, 2017
Interest rate	24.00%
Individual Investor 1 [Member]
Interest rate	12.00%
Individual Investor 2 [Member]
Note payable due date	Dec. 31, 2017
Interest rate	12.00%
Individual Investor 3 [Member]
Note payable due date	Sep. 13, 2017
Interest rate	12.00%
Individual Investor 4 [Member]
Note payable due date	Jun. 30, 2017
Interest rate	10.00%
Individual Investor 6 [Member]
Interest rate	6.00%
Principal Officers [Member]
Interest rate	6.00%

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative)	3 Months Ended
	Mar. 31, 2017USD ($)shares
Notes Payable Details Narrative
Common stock issued to convert into equiy | shares	1,233,895
Notes payable outstanding	$ 370,159
Notes payable	$ 767,108

CONVERTIBLE NOTE (Details)

CONVERTIBLE NOTE (Details)	3 Months Ended
	Mar. 31, 2017USD ($)$ / shares
Convertible Note Details
Exersice price | $ / shares	$ 0.40
Expected Volatility	124.00%
Expected Term	6 months
Risk free interest rate	0.93%
Expected Dividends | $	$ 0

CONVERTIBLE NOTE (Details Narra

CONVERTIBLE NOTE (Details Narrative)	3 Months Ended
	Mar. 31, 2017USD ($)
Beneficial conversion feature	$ 28,677
Interest expense	2,390
Promissory note [Member]
Convertible promissory note	$ 25,000
Interest rate	12.00%
Debt conversion price percent	50.00%
Lowest trading days	10 days

STOCKHOLDERS' EQUITY (Details N

STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)	1 Months Ended				3 Months Ended
	Apr. 30, 2017	Mar. 31, 2017	Feb. 28, 2017	Jan. 31, 2017	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Preferred stock, shares authorized		25,000,000			25,000,000		25,000,000
Preferred stock, par value		$ 0.0001			$ 0.0001		$ 0.0001
Preferred stock, shares issued		0			0		0
Preferred stock, shares outstanding		0			0		0
Common stock, shares authorized		500,000,000			500,000,000		500,000,000
Common stock, par value		$ 0.0001			$ 0.0001		$ 0.0001
Common stock, shares issued		40,926,471			40,926,471		38,302,720
Common stock, shares outstanding		40,926,471			40,926,471		38,302,720
Unregistered common stock to convert debt shares					1,233,895
Class of Warrant or Right, Outstanding		241,667			241,667
Warrant exercisable		41,667			41,667
Warrant Exercise Price		$ .30			$ .30
Warrant Contractual Term					4 years
Cashless warrants description					Cashless exercise warrants for 200,000 shares granted for investor relations services, exercisable when vested at $.40 per share anytime during a three-year term and vesting at 20,000 shares per month over a ten-month period
Stock warrants/Stock Options issued for services					$ 42,294	$ 30,000
Consulting Contract [Member]
Unregistered common stock, Shares			300,000
Unregistered common stock, Amount			$ 200
Consulting Services [Member]
Unregistered common stock, Shares			650,000
Unregistered common stock, Amount			$ 442,000
Unregistered common stock, Per Share			$ 0.68
Principal Officers [Member]
Unregistered common stock to convert debt shares	1,100,562
Investor [Member]
Common stock shares issued, Shares		200,000
Common stock shares issued, Amount		$ 100,000
Common stock shares issued, Per Share		$ .50
Investor [Member] | Private Placement [Member]
Unregistered common stock, Shares				142,857
Unregistered common stock, Amount				$ 50,000
Unregistered common stock, Per Share				$ 0.35
Technical And Software Advisory Services [Member] | Consulting Services [Member]
Unregistered common stock, Shares			250,000
Investment Relations And Financial Communications Services [Member] | Consulting Services [Member]
Unregistered common stock, Shares			400,000
Noteholder [Member]
Unregistered common stock, Shares				133,333
Unregistered common stock, Amount				$ 40,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Apr. 30, 2017	Mar. 31, 2017	Dec. 31, 2016
Unregistered common stock to convert debt, Shares		1,233,895
Note payable and accrued interest - related party		$ 78,075	$ 405,176
Warrant Contractual Term		4 years
Principal Officers [Member]
Unregistered common stock to convert debt, Shares	1,100,562
Unregistered common stock to convert debt, Amount	$ 330,168
Unregistered common stock to convert debt, Per Share	$ .30
Garry Lowenthal [Member]
Note payable and accrued interest - related party		$ 78,075
Interest rate		6.00%
Warrant Contractual Term		4 years
Conversion rate		$ .30
Garry Lowenthal [Member] | Principal Officers [Member]
Unregistered common stock to convert debt, Shares	250,000
Michael Brown [Member] | Principal Officers [Member]
Unregistered common stock to convert debt, Shares	850,562

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	1 Months Ended	2 Months Ended	3 Months Ended
	Jan. 31, 2017	May 31, 2017	Mar. 31, 2017
Class of Warrant or Right, Outstanding			241,667
Warrant Exercise Price			$ .30
Warrant Contractual Term			4 years
Private Placement [Member] | Investor [Member]
Unregistered common stock, Shares	142,857
Unregistered common stock, Amount	$ 50,000
Unregistered common stock, Per Share	$ 0.35
Subsequent Event [Member]
Unregistered common stock, Shares		1,100,000
Subsequent Event [Member] | Volerro Corporation [Member]
Unregistered common stock, Shares		400,000
Subsequent Event [Member] | Consulting Agreement [Member]
Unregistered common stock, Shares		200,000
Unregistered common stock, Amount		$ 10,000
Unregistered common stock, Per Share		$ .30
Subsequent Event [Member] | Private Placement [Member] | Investor [Member]
Unregistered common stock, Shares		500,000
Unregistered common stock, Amount		$ 150,000
Unregistered common stock, Per Share		$ .30
Class of Warrant or Right, Outstanding		250,000
Warrant Exercise Price		$ .30
Warrant Contractual Term		4 years