Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 01, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | FISION Corp | ||
Entity Central Index Key | 1,487,931 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 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 | 47,538,615 | ||
Entity Public Float | $ 7,600,000 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | |
Current Assets: | |||
Cash | $ 10,773 | $ 8,172 | |
Accounts receivable, net | 39,764 | 9,045 | |
Deferred Customer Costs Associated with Deferred Revenue | 11,924 | 0 | |
Work In Process | 8,400 | 0 | |
Prepaid Expenses | 201,092 | 734,636 | |
Total Current Assets | 271,953 | 751,853 | |
Property and equipment, net | 4,719 | 8,326 | |
Other Assets: | |||
Goodwill | 132,000 | 0 | |
Intellectual Property/Software Code, net of Accumulated Amortization | 62,384 | 0 | |
Deposits | 8,053 | 6,456 | |
Total Assets | 479,109 | 766,636 | |
Current Liabilities: | |||
Accounts payable, accrued expenses | 770,598 | 536,688 | |
Deferred Revenue | 10,424 | 0 | |
Customer Advances | 249,269 | 0 | |
Derivative Liability | 1,243,788 | 0 | |
Note payable and accrued interest - related party | 270,639 | 405,176 | |
Notes Payable, net of debt discount of $753,437 and $0, respectively | 329,401 | [1] | 525,550 |
Total Current Liabilities | 2,874,119 | 1,467,415 | |
Long-Term Liabilities: | |||
Long-Term Notes Payable | 300,000 | ||
Total Long-Term Liabilities | 300,000 | ||
Total Liabilities | 3,174,119 | 1,467,415 | |
Stockholders' Equity: | |||
Preferred Stock, $0.0001 Par value, 20,000,000 shares authorized, No shares issued and outstanding | |||
Common Stock, $0.0001 Par value, 500,000,000 shares authorized 45,935,369 and 38,302,720 shares issued and outstanding, respectively | 4,594 | 3,830 | |
Additional paid in capital | 15,822,261 | 12,733,704 | |
Accumulated deficit | (18,521,865) | (13,438,313) | |
Total Deficiency in Stockholders' Equity | (2,695,010) | (700,779) | |
Total Liabilities and Stockholders' Equity | $ 479,109 | $ 766,636 | |
[1] | Includes accrued interest |
CONSOLIDATED BALANCE SHEET (Par
CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current Liabilities: | ||
Notes payable, net of debt discount | $ 753,437 | $ 0 |
Stockholders' Equity: | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
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 | 45,935,369 | 38,302,720 |
Common stock, shares outstanding | 45,935,369 | 38,302,720 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Consolidated Statements Of Operations | ||
REVENUE | $ 558,222 | $ 425,198 |
COST OF SALES | 65,114 | 96,315 |
GROSS MARGIN | 493,108 | 328,883 |
OPERATING EXPENSES | ||
Sales and Marketing | 1,548,604 | 1,046,806 |
Development and Support | 957,274 | 595,115 |
General and Administrative | 1,481,623 | 1,331,574 |
TOTAL OPERATING EXPENSES | 3,987,501 | 2,973,495 |
OPERATING LOSS | (3,494,393) | (2,644,612) |
OTHER EXPENSES | ||
Interest Expense and Debt Discount | (1,235,290) | (173,387) |
Amortization Expense | (68,042) | 0 |
OID and Other Expenses | (13,976) | 0 |
Change in fair value of derivatives | (143,697) | 0 |
Loss on settlement of debt, net | (128,154) | 0 |
TOTAL OTHER (EXPENSES) | (1,589,159) | (173,387) |
NET LOSS | $ (5,083,552) | $ (2,817,999) |
Net loss per common share - basic and diluted | $ (0.12) | $ (0.09) |
Weighted average common shares outstanding: Basic and diluted | 42,365,892 | 31,654,279 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated (Deficit) | Total |
Beginning Balance, Shares at Dec. 31, 2015 | 27,797,950 | ||||
Beginning Balance, Amount at Dec. 31, 2015 | $ 2,780 | $ 9,071,663 | $ (10,620,765) | $ (1,546,322) | |
Common stock issued for cash, Shares | 3,367,950 | ||||
Common stock issued for cash, Amount | $ 337 | 1,224,663 | 1,225,000 | ||
Stock issued for services, Shares | 3,487,288 | ||||
Stock issued for services, Amount | $ 349 | 1,605,109 | 1,605,458 | ||
Warrants/Options granted for services | 62,468 | 62,468 | |||
Conversion of notes payable and accrued interest/expenses, Shares | 2,431,551 | ||||
Conversion of notes payable and accrued interest/expenses, Amount | $ 242 | 769,623 | 769,865 | ||
Acquisition of the net assets and liabilities DE Acquisition, Shares | 1,217,981 | ||||
Acquisition of the net assets and liabilities DE Acquisition, Amount | $ 122 | 178 | 300 | ||
Net Loss | (2,817,999) | (2,817,999) | |||
Ending Balance, Shares at Dec. 31, 2016 | 38,302,720 | ||||
Ending Balance, Amount at Dec. 31, 2016 | $ 3,830 | 12,733,704 | (13,438,313) | (700,779) | |
Common stock issued for cash, Shares | 842,857 | ||||
Common stock issued for cash, Amount | $ 84 | 299,916 | |||
Stock issued for services, Shares | 3,555,596 | ||||
Stock issued for services, Amount | $ 356 | 1,415,818 | 1,416,174 | ||
Warrants/Options granted for services | 294,234 | 294,234 | |||
Conversion of notes payable and accrued interest/expenses, Shares | 2,534,196 | ||||
Conversion of notes payable and accrued interest/expenses, Amount | $ 253 | 579,232 | 579,485 | ||
Acquisition of the net assets Volerro, Shares | 400,000 | ||||
Acquisition of the net assets Volerro, Amount | $ 40 | 251,960 | 252,000 | ||
BCF from Debt Agreements | 247,228 | 247,228 | |||
Shares sold to Caro Partners LLC, Shares | 300,000 | ||||
Shares sold to Caro Partners LLC, Amount | $ 30 | 170 | 200 | ||
Net Loss | (5,083,552) | (5,083,552) | |||
Ending Balance, Shares at Dec. 31, 2017 | 45,935,369 | ||||
Ending Balance, Amount at Dec. 31, 2017 | $ 4,593 | $ 15,822,262 | $ (18,521,865) | $ (2,695,010) |
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) for the Period | $ (5,083,552) | $ (2,817,999) |
Net cash provided by operating activities: | ||
Common stock issued for services | 1,416,173 | 1,605,457 |
Depreciation and Amortization | 71,649 | 5,959 |
Stock warrants/Stock Options issued for services | 294,234 | 62,468 |
Change in Derivative Liabilities | 143,697 | |
Interest Expense for Derivatives and Debt Discount | 1,184,886 | |
Amortization of BCF Discount | 68,042 | |
(Increase) decrease in: | ||
Accounts receivables | (30,720) | 23,089 |
Deferred Customer Costs Associated with Deferred Revenue | (11,924) | |
Prepaid expenses | 533,545 | (431,615) |
Work In Process | (8,400) | |
Increase in: | ||
Accounts payable & accrued expenses | 271,282 | 351,516 |
Net Cash Used in Operating Activities | (1,151,087) | (1,200,674) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from Disposal of property and equipment | (6,531) | |
Cash acquired in acquisition | 51,500 | |
Net Cash Provided by Investing Activities | 51,500 | (6,531) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments on note payable | (300,387) | (227,699) |
Proceeds from note payable | 1,020,000 | 165,000 |
Proceeds from related party notes | 92,600 | 37,300 |
Repayments on line of credit | (10,025) | 7,302 |
Proceeds from issuance of common stock | 300,000 | 1,225,000 |
Net Cash Provided by Financing Activities | 1,102,188 | 1,206,903 |
Net (Decrease) Increase in Cash | 2,601 | (320) |
Cash at Beginning of Year | 8,172 | 8,492 |
Cash at End of Year | 10,773 | 8,172 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid during period: Interest | (50,404) | (39,552) |
Noncash operating and financing activities: | ||
Common Stock Issued for Services | 1,416,173 | 1,605,457 |
Stock warrants/Stock Options issued for services | 294,234 | 62,468 |
Conversion of debt and accrued interest to common stock | 573,185 | 769,867 |
Acquisiion of Volerro | $ 252,000 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS | FISION Corporation (formerly DE Acquisition, Inc.), a Delaware corporation (the “Company”) was incorporated on February 24, 2010 and was inactive until 2015 when it merged with Fision Holdings, Inc., a Minnesota corporation, an operating software development business based in Minneapolis, Minnesota. As a result of this merger, Fision Holdings, Inc. became a wholly-owned subsidiary of the Company. Fision Holdings, Inc. was incorporated in Minnesota in 2010, and has developed and successfully commercialized a unique proprietary cloud-based software platform which automates and integrates digital marketing asses and marketing communications in order to “bridge the gap” between the marketing and sales functions of any enterprise. The Company generates its revenues primarily from software licensing contracts typically having terms of one to three years and requiring monthly subscription fees based on the customer’s number of users and 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Use of estimates 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ materially from those estimates and assumptions. Such estimates include management’s assessments of the carrying value of certain assets, useful lives of assets, derivative securities, fair value of financial instruments, and related depreciation and amortization methods applied. Concentration of Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and accounts receivable. During the year ended December 31, 2017, we may have had cash deposits that exceeded Federal Deposit Insurance Corporation (“FDIC”) insurance limits. We maintain cash balances at high quality financial institutions to mitigate this risk. We perform ongoing credit evaluations of our customers and generally do not require collateral from them to do business with us. Cash equivalents We consider all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. At December 31, 2017, the Company had no cash equivalents. Fair value of financial instruments The Company adopted the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820 (the “Fair Value Topic”) which defines fair value, establishes a framework for measuring fair value under Generally Accepted Accounting Principles (GAAP), and expands disclosures about fair value measurements. The Fair Value Topic 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. It requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. It also establishes a fair value hierarchy, which prioritizes the valuation inputs into six broad levels. The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: A) Market approach—Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Prices may be indicated by pricing guides, sale transactions, market trades, or other sources; B) Cost approach—Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost); and C) Income approach—Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about the future amounts (includes present value techniques, and option-pricing models). Net present value is an income approach where a stream of expected cash flows is discounted at an appropriate market interest rate. Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. An active market for an asset or liability is a market in which transactions for the asset or liability occur with significant frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Example of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that are market participants would use in pricing the asset or liability. The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts receivable, accounts payable, accrued expenses, and notes payable approximate their fair value because of the short maturity of those instruments. The following table represents our assets and liabilities by level measured at fair value on a recurring basis at December 31, 2017. Level 1 Level 2 Level 3 Derivative Liability $ - $ - $ 1,243,788 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 table provides a reconciliation of the beginning and ending balances of the liabilities Fair Value Convertible Change in Fair Value January 1, Notes fair December 30, 2017 Addition Value Conversions 2017 Derivative Liability $ -- $ 1,225,906 $ -143,697 $ 161,579 $ 1,243,788 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 and expense in the accompanying financial statements. The derivative liability relating to the beneficial conversion interest of our convertible notes payable was $1,243,788 at December 31, 2017 and was computed using the following variables: Exercise price $ .15-$.174 Expected volatility 216 % Expected term 6 mos. Risk free interest rate 0.91 – 1.13 % Expected dividends - Derivative Instruments We account 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. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable related to the products and services sold are recorded at the time revenue is recognized and are presented on the balance sheet net of allowance for doubtful accounts. The ultimate collection of the receivable may not be known for several months after services have been provided and billed. We have established an allowance for doubtful accounts based upon factors pertaining to the credit risk of specific customers, analyses of current and historical cash collections, and the aging of receivables. Delinquent accounts are written-off when the likelihood for collection is remote and/or when we believe collection efforts have been fully exhausted and we do not intend to devote any additional efforts in an attempt to collect the receivable. We adjust our allowance for doubtful accounts balance on a quarterly basis. Property and Equipment Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful life of five (5) years for equipment, furniture and fixtures. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. Impairment of long-lived assets We follow paragraph 360-10-05-4 of the FASB Accounting Standards Codification for long-lived assets. Our long-lived assets are required to be reviewed for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. We assess the recoverability of our long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. We determined that there were no impairments of long-lived assets as of December 31, 2017. Revenue recognition We follow paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition, and accordingly we recognize revenue when it is realized or realizable and earned. We consider revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. Revenue is recognized in the period the services are provided over the contract period, normally one (1) to three (3) years. We invoice one-time startup and implementation costs, such as consolidating and uploading digital assets of the customer, upon completion of those services. Monthly services, such as internet access to software as a service (SaaS), hosting and weekly backups are invoiced monthly. Income taxes We follow Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance to the extent our management concludes it is more likely than not that the assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty in income taxes. Section 740-10-25 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 Section 740-10-25, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. We had no material adjustments to our assets and/or liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. Stock-Based Compensation In December 2004, the FASB issued FASB Accounting Standards Codification No. 718, Compensation – Stock Compensation Equity instruments (“instruments”) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by FASB Accounting Standards Codification No. 718. FASB Accounting Standards Codification No. 505-50, Equity Based Payments to Non-Employees Fair Value The closing price of our common stock on the date of grant is used as the fair value for the issuances of restricted stock. The fair value of stock options or warrants granted is estimated as of the grant date using the Black-Scholes option pricing model. The following range of assumptions in the Black- Scholes option pricing model was used to determine fair value at the years ended below: Twelve months ended December 31, 2017 2016 Weighted-average volatility 216.3 % 29.1 % Expected term (in years) 3.8 3.7 Risk-free interest rate 1.43 % 1.03%-1.28 % Expected volatilities used for award valuation in 2017 and 2016 are based on the peer group volatility. The risk-free interest rate for periods equal to the expected term of an award is based on a blended historical rate using Federal Reserve rates for U.S. Treasury securities. Net income (loss) per share We compute basic and diluted earnings per share amounts pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic earnings per share is computed by dividing net income (loss) available to common shareholders, by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted earnings per share is computed by dividing net income (loss) available to common shareholders by the diluted weighted average number of shares of common stock during the period. The diluted weighted average number of common shares outstanding is the basic weighted number of shares adjusted as of the first day of the year for any potentially diluted debt or equity. For the years ended December 31, 2017 and 2016, there were 10,015,319 and 5,142,729 respectively, potentially dilutive securities not included in the calculation of weighted-average common shares outstanding since they would be anti-dilutive. Research and Development We expense all our research and development operations and activities as they occur. During the fiscal year ended December 31, 2017 we incurred total expenses of $957,274 for research and development. In comparison, during the fiscal year ended December 31, 2016 we incurred total expenses of $595,115 for research and development. Such costs related to software development are included in research and development expense until the point that technological feasibility is reached, which for our software products, is generally shortly before the products are released to manufacturing. Once technological feasibility is reached, such costs are capitalized and amortized to cost of revenue over the estimated lives of the products Advertising Costs We expense marketing and advertising costs as incurred. Marketing and advertising expenses for the years ended December 31, 2017 and 2016 were $17,319 and $45,316, respectively. The costs are included in the consolidated selling and marketing expenses. Recently Issued Accounting Pronouncements We regularly monitor our compliance with applicable financial reporting standards and review new pronouncements and drafts thereof that are relevant to us. As a result of new standards, changes to existing standards and changes in their interpretation, we might be required to change our accounting policies, particularly concerning revenue recognition, the capitalized incremental costs to obtain a customer contract and lease accounting, to alter our operational policies and to implement new or enhance existing systems so that they reflect new or amended financial reporting standards, or to restate our published financial statements. Such changes may have an adverse effect on our business, financial position, and operating results, or cause an adverse deviation from our revenue and operating profit target, which may negatively impact our financial results. In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. We do not expect that the adoption of ASU 2014-09 will have any significant impact on our operating cash flows. In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 3 - 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. Our ability to continue as a going concern is contingent upon our ability to achieve and maintain profitable operations, and our ability to raise additional capital as required. At December 31, 2017 we had a working capital deficiency of approximately $2.6 Million and an accumulated deficit of approximately $18.5 million. These conditions raise substantial doubt about our ability to continue as a going concern within one year after issuance date of the financial statements. These 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. Management intends to raise additional significant funds through private placements and/or through public offerings of its equity or debt (including convertible debt) securities. Management believes that the actions presently being taken to raise capital and further implement its business plan will enable us to continue as a going concern. While we believe in the viability to raise additional funds, there can be no assurances to that effect. Our ability to continue as a going concern is dependent upon our ability to further implement our business plan and generate substantial funds. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 4 - ACCOUNTS RECEIVABLE | Our accounts receivable at December 31, 2017 and December 31, 2016 consisted of the following: December 31, 2017 December 31, 2016 Accounts receivable $ 39,764 $ 15,103 Less: Allowance for doubtful accounts -0- 6,058 $ 39,764 $ 9,045 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 5 - PROPERTY AND EQUIPMENT | Fixed assets, stated at cost, less accumulated depreciation, consists of the following at December 31, 2017 and December 31, 2016: December 31, 2017 December 31, 2016 Equipment $ 27,119 $ 84,716 Furniture & Fixtures 6,641 29,647 Less: Accumulated Depreciation (29,041 ) (106,036 ) Net Fixed Assets $ 4,719 $ 8,327 Depreciation expense Depreciation expense for the years ended December 31, 2017 and 2016 were $3,608 and $5,959, respectively. |
OTHER BALANCE SHEET ACCOUNTS -
OTHER BALANCE SHEET ACCOUNTS - PREPAID EXPENSES | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 6 - OTHER BALANCE SHEET ACCOUNTS - PREPAID EXPENSES | Prepaid expenses consisted of the following: December 31, 2017 2016 Prepaid Expenses: Technology Vendor Deposit $ 0 $ 9,404 Rent deposit 17,340 0 Sales Commissions Advances 0 4,920 Unvested Stock Grants 183,752 720,313 Total Prepaid Expenses $ 201,092 $ 734,637 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 7 - NOTES PAYABLE | At December 31, 2017 the Company was indebted under various Notes Payable in the total amount of $1,835,160 including accrued interest. Following is a summary of our outstanding Notes Payable indebtedness as of December 31, 2017: Summary Description of Notes Payable Amount Owed* Decathlon LLC - Senior Secured Note, due 9/30/18, interest at 15% $ 143,864 Finquest Capital Inc.- Secured Note, due 4/15/18, interest at 15% 43,269 Brajoscal, LLC - Secured Note, due 12/31/18 interest at 15% 38,125 Nottingham Securities Inc., monthly settlement payments 75,941 Note payable to individual investor, due 12/31/18, interest at 12% 123,070 Note payable to individual investor, due 12/31/18, interest at 12% 57,500 Greentree Financial Group, Inc., due 9/9/18, interest at 11% 100,663 L&H, Inc., due 9/9/18, interest at 11% 50,331 Crossover Capital Fund II LLC., due 4/26/2018 and 8/17/18, interest at 12% 177,177 Power Up Lending Group, due 3/18/2019, interest at 12% 63,244 Ignition Capital, LLC, due 11/30/2018, interest at 6% 100,167 JSJ Investments, Inc., due 5/1/2018, interest at 12% 59,850 Note payable to individual investor, due 4/18/18, 7/18/18 and 10/18/18, interest at 12% 178,219 Note payable to individual investor, monthly settlement payments 43,000 Note payable to individual investor, due 12/31/18, interest at 6% 1,726 Notes payable to four individual investors, due October 2019, interest at 12% 308,375 Note payable to two principal officers, due on demand, interest at 6% 270,639 Total accrued interest and notes payable $ 1,835,160 _____ * Includes accrued interest |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 8 - CONVERTIBLE NOTES | During the fiscal year ended December 31, 2017, we issued a total of $1,020,000 in notes, whereby $969,600 was in convertible notes as follows: March 13, 2017 Convertible Note April 18, 2017 Convertible Note – June 8, 2017 Convertible Note June 9, 2017 Convertible Notes July 2017 Convertible Note August 2017 Convertible Note November 2017 Convertible Notes – December 2017 Convertible Notes -- (i) $63,000 Convertible Note to a private lending group bearing interest at 12% per annum and maturing March 19, 2019 with the noteholder having the right to convert the note into our common stock at a conversion price equal to a 42% discount to the average of its three lowest daily trading prices during the ten days prior to conversion., (ii) A total of $300,000 in Convertible Notes sold to four accredited individual investors who purchased these notes from our 2017 private placement of $50,000 Notes bearing interest at 12% per annum and maturing two years from their purchase with the noteholders having the right to convert the notes into our common stock at a conversion price equal to the lower of $.20 per share or the Volume Weighted Average Price (VWAP) of our common shares for the ten days prior to conversion. We evaluated the terms of the convertible notes in accordance with ASC 815-40, Contracts in Entity's Own Equity |
COMMITMENTS & CONTINGENCIES
COMMITMENTS & CONTINGENCIES | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 9 - COMMITMENTS & CONTINGENCIES | Lease We currently occupy 5,229 square feet of office space in downtown Minneapolis Minnesota. We lease this facility under a two-year lease expiring in December 2019 and requiring monthly rental payments of $8,323 which includes rent, utilities and maintenance. The lease commitments over the two-year period is $13.00 per rentable square foot for months 1-12 and $13.50 per square foot for months 13-24. The total lease commitments, per the lease is $106,000 base rent, plus Common Area Maintenance costs. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 10 - INCOME TAXES | At December 31, 2017 and 2016, we had available Federal and state net operating loss carryforwards to reduce future taxable income. The amounts available were approximately $12,605,339 and $8,631,157 for Federal and state purposes, respectively. The Federal carryforward expires in 2037 and the state carryforward expires in 2022. Given our history of net operating losses, our management has determined that it is more likely than not that we will not be able to realize the tax benefit of the carryforwards. Accordingly, we have not recognized a deferred tax asset for this benefit. Effective January 1, 2007, we adopted FASB guidelines that address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. This guidance also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At the date of adoption, and as of December 31, 2017 and 2016, we did not have a liability for unrecognized tax benefits, and no adjustment was required at adoption. Our policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of December 31, 2017 and 2016, we have not accrued interest or penalties related to uncertain tax positions. Additionally, tax years 2014 through 2016 remain open to examination by the major taxing jurisdictions to which we are subject. Upon the attainment of taxable income by us, our management will assess the likelihood of realizing the tax benefit associated with the use of the carryforwards and will recognize a deferred tax asset at that time. The items accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes are as follows: 2017 2016 Income tax at federal Statutory rate 34.0 % 34.0 % Effects of permanent differences (8.4 )% (18.9 )% Effect of temporary differences 1.3 % 0 % Adjustment of prior year NOLÂ’s (3.8 )% 0 % Effects of state taxes (net of federal taxes) 0 % 0 % Change in valuation allowance (23.1 )% (15.1 )% 0.0 % 0.0 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As of December 31, 2017 and 2016, our only significant deferred income tax asset was a cumulative estimated net tax operating loss of $12,605,339 and $8,631,157, respectively, that is available to offset future taxable income, if any, in future periods, subject to expiration and other limitations imposed by the Internal Revenue Service. Management has considered our operating losses incurred to date and believes that a full valuation allowance against the deferred tax assets is required as of December 31, 2017 and 2016. For the year ended December 31 2017, the change in valuation allowance was $1,198,842. Utilization of our net operating losses may be subject to substantial limitations if the Company experiences a 50% change in ownership, as provided by the Internal Revenue Code and similar state provisions. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 11 - RELATED PARTY TRANSACTIONS | Employment Agreements Included in our notes payable are amounts due to officers for notes payable which were accepted by them for past due compensation or for working capital loans made to us. At December 31, 2017 and 2016, the amounts of such notes due to our officers was $270,639 and $405,176, respectively, payable on demand and having an interest rate of 6% per annum. In April 2017 we issued a total of 1,100,562 shares of our common stock to our two principal officers in consideration for their conversion of a total of $330,168 of Notes they held for past due compensation into equity at $.30 per share. In September 2017, we issued 250,000 shares of our common stock as a bonus to our Chief Financial Officer and 600,000 shares as a bonus to our Chief Technology Officer. Also, in September 2017, we provided contingent future grants for the future issuance of a total of 750,000 shares of our common stock which will vest annually over a four-year term commencing in September 2018 providing they remain employed by us, including 500,000 shares for our Chief Revenue Officer and 250,000 shares for our Chief Technology Officer. In September 2017, we granted four-year stock options to purchase a total of 1,150,000 shares of our common stock, of which (i) options for 1,000,000 shares were granted to our Chief Revenue Officer having an exercise price of $.35 per share with 375,000 shares vested immediately and the balance of 625,000 shares vesting quarterly over its four-year term, and (ii) options for 150,000 shares were granted to a newly-hired software development employee having an exercise price of $.20 per share vesting quarterly over its four-year term. In December 2017, we obtained a working capital loan for $76,000 from our Chief Executive Officer, which is due on demand and bears an interest rate of 6% per annum. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 12 - STOCKHOLDERS' EQUITY | We are 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 December 31, 2017, there were 45,935,369 outstanding shares of common stock and no outstanding shares of preferred stock. Common Shares Issued in 2017 In January 2017, we 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, we issued 133,333 unregistered common shares to a Noteholder to satisfy and convert into equity $40,000 of a Note Payable. In February 2017, we 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, we sold and issued 300,000 unregistered shares for total consideration of $200 incident to a consulting contract to provide us with public relations services. In March 2017, we issued a total of 296,999 shares of our common stock, including (i) 200,000 shares sold for $100,000 ($.50 per share) to two investors in a public offering under our S-1 Registration Statement for, which proceeds were used for working capital purposes, and (ii) 96,999 shares valued at $29,100 for marketing support services. In April 2017 (effective March 31, 2017), we 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 foregoing Note 11. In April-May 2017, we issued a total of 1,300,000 unregistered common shares as follows: i) 500,000 common 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; ii) 200,000 common shares valued at $.30 per share to a financial advisor under a consulting agreement; and iii) 400,000 shares to Volerro Corporation valued at $168,000 upon closing our purchase of the assets of Volerro Corporation, a privately-held corporation based in Minneapolis which developed and marketed “content collaboration” software services. In June 2017, we issued a total of 548,215 unregistered common shares as follows: i) 300,000 shares valued at $.25 per share to a financial adviser under a consulting agreement; ii) 96,999 shares valued at $29,100 to a marketing support adviser under an outstanding agreement; and iii) 151,216 shares issued to a note holder to convert debt in the amount of $30,243. In July 2017, we issued 200,000 unregistered common shares valued at $40,000 to a financial adviser incident to an outstanding consulting agreement. In September 2017, we issued or granted a total of 1,911,684 shares of our common stock as follows: i) We issued a debtholder who is an accredited investor 336,425 unregistered common shares to convert notes payable of $42,053 into equity. ii) We issued another debtholder who is an accredited investor 560,660 unregistered common shares to convert notes payable of $28,033 into equity. iii) Pursuant to an advisory agreement to provide marketing support related to obtaining new customers, we issued 96,999 unregistered common shares to a consultant valued at $13,580. iv) We granted a total of 1,667,600 shares of our common stock to employees as performance bonuses (of which 750,000 are unissued shares vesting over a four-year period), including 850,000 shares valued at $132,500 to our Chief Technology Officer, 500,000 shares valued at $85,000 to our Chief Revenue Officer, 250,000 shares valued at $35,000 to our Chief Financial Officer under the Company’s S-8 registered 2016 Equity Incentive Plan, and 67,600 shares valued at $10,140 to our Controller. In October 2017, we issued 200,000 unregistered common shares valued at $46,000 to a financial adviser pursuant to a consulting agreement. In December 2017, we issued a total of 1,048,999 unregistered common shares as follows: i) 100,000 common shares valued at $19,000 to a debt holder who extended past due loans to December 31, 2018 and also reduced the interest rate on the loans from 24% to 12%. ii) 96,999 common shares valued at $18,430 to a consultant for marketing support services. iii) a total of 300,000 common shares valued at $44,500 to various accredited investors who purchased convertible debt in our 2017 private placement. iv) 300,000 common shares valued at $44,500 to a licensed broker-dealer who represented us in placing our 2017 private offering of convertible debt. v) 252,000 common shares to convert debt in the amount of $31,500 from an outstanding convertible note, which conversion price was based on specific provisions of this convertible note. Stock Option Grants In September 2017, we granted four-year stock options to purchase a total of 1,150,000 shares of our common stock, of which (i) options for 1,000,000 shares were granted to the Chief Revenue Officer (CRO) of the Company with an exercise price of $.35 per share, with 375,000 shares vested immediately and the remainder of 625,000 shares vesting quarterly over the four-year term, and (ii) options for 150,000 shares were granted to a newly-hired software developer with an exercise price of $.20 per share and vesting quarterly over the four-year term. In December 2017, we granted a four-year stock option to purchase 100,000 shares of our common stock to a newly-hired software developer with an exercise price of $.25 per share and vesting quarterly over the four-year term. The weighted average strike price for the stock options granted in 2017 was $0.324 and the weighted average fair value for the options, at the grant dates, was $166,912 for the vested options in 2017. During 2017 and 2016, the stock option expense issued for services was $166,912 and $37,318 respectively. Warrant Grants During the year ended December 31, 2017, we granted warrants to purchase a total of 2,652,097 unregistered common shares as follows: (i) warrants for 41,667 shares granted for financial services, fully vested, and exercisable at $.30 per share anytime during a four-year term; (ii) 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, (iii) warrants for 250,000 shares granted to an accredited investor who purchased common shares in a private placement, which warrants are fully vested and exercisable at $.30 per share during a four-year term; (iv) warrants for 142,857 shares to an accredited investor purchasing a Convertible Note, which warrants are fully vested and exercisable any time at $.35 per share over a four-year term; (v) warrants for a total of 1,250,000 to two accredited investors purchasing Convertible Notes, which warrants are fully vested and exercisable any time at $.20 per share during a three-year term. (vi) warrants for 167,573 shares granted to a secured creditor for a loan extension, fully vested and exercisable at $.30 per share any time during a three-year term. (vii) warrants for 100,000 shares granted for legal services provided to us, fully vested and exercisable at $.25 per share any time during a four-year term. (viii) warrants for 200,000 shares granted to two independent software developers (100,000 shares apiece), and exercisable at $.25 per share and vesting over four-year terms. (ix) warrants for 100,000 shares granted in to an adviser for financial services, fully vested and exercisable at $.30 per share any time over a five-year term. (x) warrants for 50,000 shares granted to a shareholder in consideration for marketing services, fully vested and exercisable at $.17 per share any time over a four-year term. (xi) warrants for 150,000 shares granted to a secured lender in consideration primarily for a loan extension to September 30, 2018, fully vested and exercisable at $.15 per share over a four-year term. Concurrently the exercise price of this lender’s 2015 warrant to purchase 1,347,185 shares was reduced from $0.65 to $.30 per share until its expiration in December 27, 2019. |
WARRANT INFORMATION
WARRANT INFORMATION | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 13 - WARRANT INFORMATION | We have the following outstanding warrants to purchase our common stock at December 31, 2016 and 2017: Number of Shares Exercise Price Weighted Average Exercise price Average Grant Date Fair value Balance December 31, 2015 3,766,444 Granted 470,000 0.30-0.50 0.40 0.39 Forfeited or cancelled (30,000 ) - Balance December 31, 2016 4,206,444 Granted 2,652,097 0.15-0.40 0.40 0.39 Forfeited or cancelled (640,722 ) - Balance December 31, 2017 6,217,819 0.15-$1.00 0.28 0.29 During 2017 and 2016, the warrant expense issued for services was $127,322 and $25,150 respectively. |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 14 - BUSINESS ACQUISITIONS | The Company operates in a high growth industry. A key component of the Company’s strategy is growth through acquisition that expands its technology offering, provides complementary lines of business and increases its market share. The Company has accounted for all business combinations using the purchase method to record a new cost basis for the assets acquired, and in some cases, liabilities assumed. The Company recorded, based on purchase price allocations, intangible assets representing customer relationships, tradenames, software code, domain names, and excess of purchase price over the estimated fair values of the net assets acquired as “Goodwill” in the accompanying Consolidated Financial Statements. The goodwill is attributable to synergies achieved through the streamlining of operations combined with improved margins attainable through increased market presence and the acquisition of a large customer (a nation-wide bank) and is all attributed to our one operating reportable segment. The results of operations are reflected in the Consolidated Financial Statements of the Company from the date of acquisition. (a) 2017 Acquisition In fiscal 2017, the Company completed the following acquisitions, with an aggregate purchase price of $252,000 payable in the form of 400,000 shares of Common Stock of the Company in 2017, and upon future performance, up to an additional 200,000 shares of Common Stock of the Company in future years, for the assets of Volerro Corporation. The allocation of consideration for this acquisition is summarized as follows: Checking and cash equivalents $ 51,500 Intellectual Property and Software Code 68,500 Intangible Asset-Goodwill 132,000 Purchase Price $ 252,000 Goodwill of $132,000 and intellectual property of $68,500 are expected to be deductible for U.S. federal income tax purposes. The Company believes that information gathered to date provides a reasonable basis for estimating the fair values of the assets acquired. Pursuant to this acquisition, the Company acquired a new top 5 bank in the United States, with a customer contract remaining of $11,923 as of December 31, 2017. |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 15 - CONCENTRATIONS | For the year ended December 31, 2016 four customers each accounted for more than 10% of our revenues, and also and alike for the year ended December 31, 2017 three customers each accounted for more than 10% of our revenues. Combined, these customers represented less than 50% of our revenues during each of 2016 and 2017. 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 16 - SUBSEQUENT EVENTS | On January 5, 2018, we issued a $50,000 Convertible Note to an individual accredited investor incident to our 2017 private placement of $50,000 Notes. Incident thereto, we also issued 50,000 shares of our common stock to the purchaser of this Note and 50,000 common shares to the broker-dealer placement agent of this Note. In January 2018, we also issued $213,000 of convertible debt notes for working capital in three separate transactions, including (i) $100,000 convertible note to a lending fund with a maturity of nine months, interest rate of 12% per annum, and the noteholder having the right after 180 days to convert the note into common shares at a 45% discount to the lowest trading price of the shares during the 10-day period prior to conversion, (ii) $63,000 convertible note to another lending fund with a maturity of April 29, 2019, 12% interest rate, and having the right after 180 days to convert the note into common shares at a 42% discount to the lowest trading price of the shares during the 10-day period prior to conversion, and (iii) $50,000 convertible note to an individual accredited investor with a maturity in December 2018, 12% interest rate, and the noteholder having the right to convert the note any time into our common stock at the lower of $.15 per share or the offering price of a future registered public offering of our common stock. In February 2018 we issued 200,000 unregistered shares of our common stock valued at $32,000 to a consultant for investor relations and shareholder communications services. In March 2018, we issued at total of $138,000 of our $10,000 Convertible Notes from our 2018 private placement of convertible debt and accompanying each $10,000 Note we also issued the Noteholder a Warrant to purchase 10,000 unregistered common shares exercisable at $.01 per share over a four-year term. We also issued the broker-dealer who placed these notes an identical Warrant for each $10,000 Note as issued to the Noteholder. During January-March 2018, two Noteholders of convertible debt who are accredited investors converted $100,750 of their notes into a total of 1,503,246 shares of our unregistered common stock, which conversion prices were based on specific provisions contained in these convertible notes. |
ORGANIZATION AND SIGNIFICANT AC
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Organization And Significant Accounting Policies Policies | |
Use of Estimates | 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ materially from those estimates and assumptions. Such estimates include managementÂ’s assessments of the carrying value of certain assets, useful lives of assets, derivative securities, fair value of financial instruments, and related depreciation and amortization methods applied. |
Concentration of Credit Risk | Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and accounts receivable. During the year ended December 31, 2017, we may have had cash deposits that exceeded Federal Deposit Insurance Corporation (“FDIC”) insurance limits. We maintain cash balances at high quality financial institutions to mitigate this risk. We perform ongoing credit evaluations of our customers and generally do not require collateral from them to do business with us. |
Cash equivalents | We consider all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. At December 31, 2017, the Company had no cash equivalents. |
Fair value of financial instruments | The Company adopted the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820 (the “Fair Value Topic”) which defines fair value, establishes a framework for measuring fair value under Generally Accepted Accounting Principles (GAAP), and expands disclosures about fair value measurements. The Fair Value Topic 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. It requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. It also establishes a fair value hierarchy, which prioritizes the valuation inputs into six broad levels. The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: A) Market approach—Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Prices may be indicated by pricing guides, sale transactions, market trades, or other sources; B) Cost approach—Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost); and C) Income approach—Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about the future amounts (includes present value techniques, and option-pricing models). Net present value is an income approach where a stream of expected cash flows is discounted at an appropriate market interest rate. Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. An active market for an asset or liability is a market in which transactions for the asset or liability occur with significant frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Example of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that are market participants would use in pricing the asset or liability. The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts receivable, accounts payable, accrued expenses, and notes payable approximate their fair value because of the short maturity of those instruments. The following table represents our assets and liabilities by level measured at fair value on a recurring basis at December 31, 2017. Level 1 Level 2 Level 3 Derivative Liability $ - $ - $ 1,243,788 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 table provides a reconciliation of the beginning and ending balances of the liabilities Fair Value Convertible Change in Fair Value January 1, Notes fair December 30, 2017 Addition Value Conversions 2017 Derivative Liability $ -- $ 1,225,906 $ -143,697 $ 161,579 $ 1,243,788 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 and expense in the accompanying financial statements. The derivative liability relating to the beneficial conversion interest of our convertible notes payable was $1,243,788 at December 31, 2017 and was computed using the following variables: Exercise price $ .15-$.174 Expected volatility 216 % Expected term 6 mos. Risk free interest rate 0.91 – 1.13 % Expected dividends - |
Derivative Instruments | We account 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. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts receivable related to the products and services sold are recorded at the time revenue is recognized and are presented on the balance sheet net of allowance for doubtful accounts. The ultimate collection of the receivable may not be known for several months after services have been provided and billed. We have established an allowance for doubtful accounts based upon factors pertaining to the credit risk of specific customers, analyses of current and historical cash collections, and the aging of receivables. Delinquent accounts are written-off when the likelihood for collection is remote and/or when we believe collection efforts have been fully exhausted and we do not intend to devote any additional efforts in an attempt to collect the receivable. We adjust our allowance for doubtful accounts balance on a quarterly basis. |
Property and Equipment | Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful life of five (5) years for equipment, furniture and fixtures. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. |
Impairment of long-lived assets | We follow paragraph 360-10-05-4 of the FASB Accounting Standards Codification for long-lived assets. Our long-lived assets are required to be reviewed for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. We assess the recoverability of our long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the assetÂ’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. We determined that there were no impairments of long-lived assets as of December 31, 2017. |
Revenue recognition | We follow paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition, and accordingly we recognize revenue when it is realized or realizable and earned. We consider revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. Revenue is recognized in the period the services are provided over the contract period, normally one (1) to three (3) years. We invoice one-time startup and implementation costs, such as consolidating and uploading digital assets of the customer, upon completion of those services. Monthly services, such as internet access to software as a service (SaaS), hosting and weekly backups are invoiced monthly. |
Income taxes | We follow Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance to the extent our management concludes it is more likely than not that the assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty in income taxes. Section 740-10-25 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 Section 740-10-25, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. We had no material adjustments to our assets and/or liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. |
Stock-Based Compensation | In December 2004, the FASB issued FASB Accounting Standards Codification No. 718, Compensation – Stock Compensation Equity instruments (“instruments”) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by FASB Accounting Standards Codification No. 718. FASB Accounting Standards Codification No. 505-50, Equity Based Payments to Non-Employees Fair Value The closing price of our common stock on the date of grant is used as the fair value for the issuances of restricted stock. The fair value of stock options or warrants granted is estimated as of the grant date using the Black-Scholes option pricing model. The following range of assumptions in the Black- Scholes option pricing model was used to determine fair value at the years ended below: Twelve months ended December 31, 2017 2016 Weighted-average volatility 216.3 % 29.1 % Expected term (in years) 3.8 3.7 Risk-free interest rate 1.43 % 1.03%-1.28 % Expected volatilities used for award valuation in 2017 and 2016 are based on the peer group volatility. The risk-free interest rate for periods equal to the expected term of an award is based on a blended historical rate using Federal Reserve rates for U.S. Treasury securities. |
Net income (loss) per share | We compute basic and diluted earnings per share amounts pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic earnings per share is computed by dividing net income (loss) available to common shareholders, by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted earnings per share is computed by dividing net income (loss) available to common shareholders by the diluted weighted average number of shares of common stock during the period. The diluted weighted average number of common shares outstanding is the basic weighted number of shares adjusted as of the first day of the year for any potentially diluted debt or equity. For the years ended December 31, 2017 and 2016, there were 10,015,319 and 5,142,729 respectively, potentially dilutive securities not included in the calculation of weighted-average common shares outstanding since they would be anti-dilutive. |
Research and Development | We expense all our research and development operations and activities as they occur. During the fiscal year ended December 31, 2017 we incurred total expenses of $957,274 for research and development. In comparison, during the fiscal year ended December 31, 2016 we incurred total expenses of $595,115 for research and development. Such costs related to software development are included in research and development expense until the point that technological feasibility is reached, which for our software products, is generally shortly before the products are released to manufacturing. Once technological feasibility is reached, such costs are capitalized and amortized to cost of revenue over the estimated lives of the products |
Advertising Costs | We expense marketing and advertising costs as incurred. Marketing and advertising expenses for the years ended December 31, 2017 and 2016 were $17,319 and $45,316, respectively. The costs are included in the consolidated selling and marketing expenses. |
Recently Issued Accounting Pronouncements | We regularly monitor our compliance with applicable financial reporting standards and review new pronouncements and drafts thereof that are relevant to us. As a result of new standards, changes to existing standards and changes in their interpretation, we might be required to change our accounting policies, particularly concerning revenue recognition, the capitalized incremental costs to obtain a customer contract and lease accounting, to alter our operational policies and to implement new or enhance existing systems so that they reflect new or amended financial reporting standards, or to restate our published financial statements. Such changes may have an adverse effect on our business, financial position, and operating results, or cause an adverse deviation from our revenue and operating profit target, which may negatively impact our financial results. In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. We do not expect that the adoption of ASU 2014-09 will have any significant impact on our operating cash flows. In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the CompanyÂ’s financial statements and disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN24
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Summary Of Significant Accounting Policies Tables | |
Fair Value, Assets Measured on Recurring Basis | The following table represents our assets and liabilities by level measured at fair value on a recurring basis at December 31, 2017. Level 1 Level 2 Level 3 Derivative Liability $ - $ - $ 1,243,788 |
Fair value on recurring basis significant unobservable | 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 table provides a reconciliation of the beginning and ending balances of the liabilities Fair Value Convertible Change in Fair Value January 1, Notes fair December 30, 2017 Addition Value Conversions 2017 Derivative Liability $ -- $ 1,225,906 $ -143,697 $ 161,579 $ 1,243,788 |
Schdule of fair value measurement of liabilities | Exercise price $ .15-$.174 Expected volatility 216 % Expected term 6 mos. Risk free interest rate 0.91 – 1.13 % Expected dividends - |
Schedule of Assumptions Used | Twelve months ended December 31, 2017 2016 Weighted-average volatility 216.3 % 29.1 % Expected term (in years) 3.8 3.7 Risk-free interest rate 1.43 % 1.03%-1.28 % |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounts Receivable Tables | |
Schedule of Accounts Receivable | December 31, 2017 December 31, 2016 Accounts receivable $ 39,764 $ 15,103 Less: Allowance for doubtful accounts -0- 6,058 $ 39,764 $ 9,045 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property And Equipment Tables | |
Property, Plant and Equipment | December 31, 2017 December 31, 2016 Equipment $ 27,119 $ 84,716 Furniture & Fixtures 6,641 29,647 Less: Accumulated Depreciation (29,041 ) (106,036 ) Net Fixed Assets $ 4,719 $ 8,327 |
OTHER BALANCE SHEET ACCOUNTS 27
OTHER BALANCE SHEET ACCOUNTS - PREPAID EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Balance Sheet Accounts - Prepaid Expenses Tables | |
Schedule Of Prepaid expenses and other current assets | December 31, 2017 2016 Prepaid Expenses: Technology Vendor Deposit $ 0 $ 9,404 Rent deposit 17,340 0 Sales Commissions Advances 0 4,920 Unvested Stock Grants 183,752 720,313 Total Prepaid Expenses $ 201,092 $ 734,637 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Payable Tables | |
Notes Payable | Summary Description of Notes Payable Amount Owed* Decathlon LLC - Senior Secured Note, due 9/30/18, interest at 15% $ 143,864 Finquest Capital Inc.- Secured Note, due 4/15/18, interest at 15% 43,269 Brajoscal, LLC - Secured Note, due 12/31/18 interest at 15% 38,125 Nottingham Securities Inc., monthly settlement payments 75,941 Note payable to individual investor, due 12/31/18, interest at 12% 123,070 Note payable to individual investor, due 12/31/18, interest at 12% 57,500 Greentree Financial Group, Inc., due 9/9/18, interest at 11% 100,663 L&H, Inc., due 9/9/18, interest at 11% 50,331 Crossover Capital Fund II LLC., due 4/26/2018 and 8/17/18, interest at 12% 177,177 Power Up Lending Group, due 3/18/2019, interest at 12% 63,244 Ignition Capital, LLC, due 11/30/2018, interest at 6% 100,167 JSJ Investments, Inc., due 5/1/2018, interest at 12% 59,850 Note payable to individual investor, due 4/18/18, 7/18/18 and 10/18/18, interest at 12% 178,219 Note payable to individual investor, monthly settlement payments 43,000 Note payable to individual investor, due 12/31/18, interest at 6% 1,726 Notes payable to four individual investors, due October 2019, interest at 12% 308,375 Note payable to two principal officers, due on demand, interest at 6% 270,639 Total accrued interest and notes payable $ 1,835,160 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes Tables | |
Provision for income taxes | 2017 2016 Income tax at federal Statutory rate 34.0 % 34.0 % Effects of permanent differences (8.4 )% (18.9 )% Effect of temporary differences 1.3 % 0 % Adjustment of prior year NOLÂ’s (3.8 )% 0 % Effects of state taxes (net of federal taxes) 0 % 0 % Change in valuation allowance (23.1 )% (15.1 )% 0.0 % 0.0 % |
WARRANT INFORMATION (Tables)
WARRANT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Warrant Information Tables | |
Schedule of Warrants to purchase | Number of Shares Exercise Price Weighted Average Exercise price Average Grant Date Fair value Balance December 31, 2015 3,766,444 Granted 470,000 0.30-0.50 0.40 0.39 Forfeited or cancelled (30,000 ) - Balance December 31, 2016 4,206,444 Granted 2,652,097 0.15-0.40 0.40 0.39 Forfeited or cancelled (640,722 ) - Balance December 31, 2017 6,217,819 0.15-$1.00 0.28 0.29 |
BUSINESS ACQUISITIONS (Tables)
BUSINESS ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Acquisitions Tables | |
Schedule of Business Acquisitions by Acquisition of consideration | Checking and cash equivalents $ 51,500 Intellectual Property and Software Code 68,500 Intangible Asset-Goodwill 132,000 Purchase Price $ 252,000 |
ORGANIZATION AND DESCRIPTION 32
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) | 12 Months Ended |
Dec. 31, 2017 | |
Organization And Description Of Business Details Narrative | |
Entity incorporation, state country name | Delaware |
Entity incorporation, date of incorporation | Feb. 24, 2010 |
SUMMARY OF SIGNIFICANT ACCOUN33
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Derivative Liability | $ 1,243,788 | $ 0 |
Level 1 [Member] | ||
Derivative Liability | ||
Level 2 [Member] | ||
Derivative Liability | ||
Level 3 [Member] | ||
Derivative Liability | $ 1,243,788 |
SUMMARY OF SIGNIFICANT ACCOUN34
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Summary Of Significant Accounting Policies Details 1 | |
Derivative Liability, beginning | $ 0 |
Convertible notes addition | 1,225,906 |
Change in fair value | (143,697) |
Conversions | 161,579 |
Derivative Liability, ending | $ 1,243,788 |
SUMMARY OF SIGNIFICANT ACCOUN35
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Expected volatility | 2016.00% | |
Expected term | 6 months | |
Risk free interest rate | 1.43% | |
Expected dividends | ||
Minimum [Member] | ||
Exersice price | $ 0.15 | |
Risk free interest rate | 0.91% | 1.03% |
Maximum [Member] | ||
Exersice price | $ 0.174 | |
Risk free interest rate | 1.13% | 1.28% |
SUMMARY OF SIGNIFICANT ACCOUN36
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Weighted-average volatility | 216.30% | 29.10% |
Expected term (in years) | 6 months | 3 years 7 months |
Risk-free interest rate | 1.43% | |
Minimum [Member] | ||
Risk-free interest rate | 0.91% | 1.03% |
Maximum [Member] | ||
Risk-free interest rate | 1.13% | 1.28% |
SUMMARY OF SIGNIFICANT ACCOUN37
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Summary Of Significant Accounting Policies Details Narrative | ||
Derivative liability | $ 1,243,788 | $ 0 |
Property and equipment estimated useful life | 5 years | |
Potentially dilutive securities | 10,015,319 | 5,142,729 |
Development and Support | $ 957,274 | $ 595,115 |
Marketing and advertising expense | $ 17,319 | $ 45,316 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Going Concern Details Narrative | ||
Accumulated deficit | $ (18,521,865) | $ (13,438,313) |
Working capital deficiency | $ 2,600,000 |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts Receivable Details | ||
Accounts receivable | $ 39,764 | $ 15,103 |
Less: Allowance for doubtful accounts | 0 | 6,058 |
Accounts receivable, net | $ 39,764 | $ 9,045 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Property And Equipment Details | ||
Equipment | $ 27,119 | $ 84,716 |
Furniture & Fixtures | 6,641 | 29,647 |
Less: Accumulated Depreciation | (29,041) | (106,036) |
Net Fixed Assets | $ 4,719 | $ 8,326 |
PROPERTY AND EQUIPMENT (Detai41
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property And Equipment Details Narrative | ||
Depreciation expense | $ 3,608 | $ 5,959 |
OTHER BALANCE SHEET ACCOUNTS 42
OTHER BALANCE SHEET ACCOUNTS - PREPAID EXPENSES (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Prepaid Expenses: | ||
Total Prepaid Expenses | $ 201,092 | $ 734,636 |
Technology Vendor Deposit [Member] | ||
Prepaid Expenses: | ||
Total Prepaid Expenses | 0 | 9,404 |
Rent Deposit [Member] | ||
Prepaid Expenses: | ||
Total Prepaid Expenses | 17,340 | 0 |
Sales Commissions Advances [Member] | ||
Prepaid Expenses: | ||
Total Prepaid Expenses | 0 | 4,920 |
Unvested Stock Grants [Member] | ||
Prepaid Expenses: | ||
Total Prepaid Expenses | $ 183,752 | $ 720,313 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) | Dec. 31, 2017USD ($) |
Notes payable | $ 1,835,160 |
Decathlon LLC [Member] | |
Notes payable | 143,864 |
Finquest Capital Inc [Member] | |
Notes payable | 43,269 |
Brajoscal, LLC [Member] | |
Notes payable | 38,125 |
Nottingham Securities Inc [Member] | |
Notes payable | 75,941 |
Individual Investor [Member] | |
Notes payable | 123,070 |
Individual Investor 1 [Member] | |
Notes payable | 57,500 |
Greentree Financial Group, Inc [Member] | |
Notes payable | 100,663 |
L&H Inc, [Member] | |
Notes payable | 50,331 |
Crossover Capital Fund II LLC [Member] | |
Notes payable | 177,177 |
Power Up Lending Group, Ltd [Member] | |
Notes payable | 63,244 |
Ignition Capital, LLC [Member] | |
Notes payable | 100,167 |
JSJ Investments, Inc [Member] | |
Notes payable | 59,850 |
Individual Investor 2 [Member] | |
Notes payable | 178,219 |
Individual Investor 3 [Member] | |
Notes payable | 43,000 |
Individual Investor 4 [Member] | |
Notes payable | 1,726 |
Four Individual Investor [Member] | |
Notes payable | 308,375 |
Principal Officers [Member] | |
Notes payable | $ 270,639 |
NOTES PAYABLE (Details) (Parent
NOTES PAYABLE (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2017 | |
Interest rate | 6.00% |
Decathlon LLC [Member] | |
Note payable due date | Sep. 30, 2018 |
Interest rate | 15.00% |
Finquest Capital Inc [Member] | |
Note payable due date | Apr. 15, 2018 |
Interest rate | 15.00% |
Brajoscal, LLC [Member] | |
Note payable due date | Dec. 31, 2018 |
Interest rate | 15.00% |
Individual Investor [Member] | |
Note payable due date | Dec. 31, 2018 |
Interest rate | 12.00% |
Individual Investor 1 [Member] | |
Note payable due date | Dec. 31, 2018 |
Interest rate | 12.00% |
Greentree Financial Group, Inc [Member] | |
Note payable due date | Sep. 9, 2018 |
Interest rate | 11.00% |
L&H Inc, [Member] | |
Note payable due date | Sep. 9, 2018 |
Interest rate | 11.00% |
Crossover Capital Fund II LLC [Member] | |
Interest rate | 12.00% |
Note payable due date discription | 4/26/2018 and 8/17/18 |
Power Up Lending Group, Ltd [Member] | |
Note payable due date | Mar. 18, 2019 |
Interest rate | 12.00% |
Ignition Capital, LLC [Member] | |
Note payable due date | Nov. 30, 2018 |
Interest rate | 6.00% |
JSJ Investments, Inc [Member] | |
Note payable due date | May 1, 2018 |
Interest rate | 12.00% |
Individual Investor 2 [Member] | |
Interest rate | 12.00% |
Note payable due date discription | due 4/18/18, 7/18/18 and 10/18/18 |
Individual Investor 3 [Member] | |
Note payable due date discription | monthly settlement payments |
Individual Investor 4 [Member] | |
Note payable due date | Dec. 31, 2018 |
Interest rate | 6.00% |
Four Individual Investor [Member] | |
Interest rate | 12.00% |
Note payable due date discription | 2019-10 |
Principal Officers [Member] | |
Interest rate | 6.00% |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) | Dec. 31, 2017USD ($) |
Notes Payable Details Narrative | |
Notes payable | $ 1,835,160 |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - USD ($) | Jun. 09, 2017 | Jun. 08, 2017 | Mar. 13, 2017 | Dec. 31, 2017 | Nov. 30, 2017 | Aug. 30, 2017 | Jul. 30, 2017 | Apr. 18, 2017 | Dec. 31, 2017 |
Proceeds from convertible notes | $ 1,020,000 | ||||||||
Convertible promissory note | $ 969,600 | $ 969,600 | |||||||
Interest rate | 6.00% | ||||||||
Amortization of debt discount | $ 68,042 | ||||||||
Promissory note 1 [Member] | |||||||||
Convertible promissory note | $ 300,000 | $ 100,000 | $ 300,000 | ||||||
Maturity date | Nov. 30, 2018 | ||||||||
Interest rate | 12.00% | 6.00% | |||||||
Debt conversion price percent | 25.00% | ||||||||
Lowest trading days | 10 days | ||||||||
Conversion price per share | $ 0.20 | $ 0.30 | $ 0.20 | ||||||
Promissory note 1 [Member] | 2017 private placement [Member] | |||||||||
Convertible promissory note | $ 50,000 | $ 50,000 | |||||||
Promissory note [Member] | |||||||||
Proceeds from convertible notes | 363,000 | ||||||||
Convertible promissory note | $ 50,000 | $ 53,000 | $ 25,000 | $ 63,000 | $ 85,800 | $ 57,000 | $ 85,800 | $ 50,000 | $ 63,000 |
Maturity date | Mar. 9, 2018 | Mar. 20, 2018 | Sep. 13, 2017 | Mar. 19, 2019 | May 1, 2018 | Apr. 26, 2018 | Apr. 18, 2018 | ||
Interest rate | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | |
Debt conversion price percent | 50.00% | 42.00% | 50.00% | 42.00% | 45.00% | 55.00% | 62.50% | 50.00% | |
Lowest trading days | 10 days | 10 days | 10 days | 10 days | 10 days | 10 days | 10 days | 10 days | |
Converted common stock, share | 560,660 | ||||||||
Conversion price per share | $ 0.20 | $ 0.24 | $ 0.20 | ||||||
Promissory note 1 [Member] | |||||||||
Convertible promissory note | $ 100,000 | ||||||||
Interest rate | 12.00% | ||||||||
Debt conversion price percent | 50.00% | ||||||||
Lowest trading days | 10 days |
COMMITMENTS & CONTINGENCIES (De
COMMITMENTS & CONTINGENCIES (Details Narrative) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Commitments Contingencies Details Narrative | |
Operating leases term | 2 years |
Operating lease monthly rent expenses | $ 8,323 |
Lease commitments description | The lease commitments over the two-year period is $13.00 per rentable square foot for months 1-12 and $13.50 per square foot for months 13-24. |
Total lease expense | $ 106,000 |
Lease expiry period | December 2,019 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes Details | ||
Income tax at federal Statutory rate | 34.00% | 34.00% |
Effects of permanent differences | (8.40%) | (18.90%) |
Effect of temporary differences | 1.30% | 0.00% |
Adjustment of prior year NOL’s | 3.80% | 0.00% |
Effect of state taxes (net of federal taxes) | 0.00% | 0.00% |
Change in valuation allowance | 23.10% | 15.10% |
Total | 0.00% | 0.00% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes Details Narrative | ||
Net operating loss carryforwards | $ 12,605,339 | $ 8,631,157 |
Operating loss carryforward expirey year | Federal carryforward expires in 2037 and the state carryforward expires in 2022 | |
Ownership change in subsidiary | 50.00% | |
Change in valuation allowance | $ 1,198,842 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2017 | Sep. 30, 2017 | Apr. 30, 2017 | Feb. 28, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Note payable and accrued interest - related party | $ 270,639 | $ 270,639 | $ 405,176 | |||
Interest rate | 6.00% | |||||
Common stock to convert debt, Shares | 200,000 | |||||
Common stock to convert debt, Amount | $ 32,000 | |||||
Common stock shares reserved for future issuance | 750,000 | |||||
Vest annually term | 4 years | |||||
Purchase for stock option share | 1,150,000 | |||||
Warrant Exercise Price | $ 0.30 | $ 0.30 | ||||
Employment Agreements [Member] | ||||||
Terms of salaries agreements description | The terms of the agreements include base salaries of $51,667 per month in 2016 increasing to $66,667 per month in 2017. | |||||
Interest rate | 6.00% | |||||
Principal Officers [Member] | ||||||
Common stock to convert debt, Shares | 1,100,562 | |||||
Common stock to convert debt, Amount | $ 330,168 | |||||
Common stock to convert debt, Per Share | $ 0.30 | |||||
Chief Financial Officer [Member] | ||||||
Bonus shares issued | 250,000 | |||||
Chief Technology Officer [Member] | ||||||
Bonus shares issued | 600,000 | |||||
Employee stock ownership plan | 250,000 | |||||
Chief Revenue Officer [Member] | ||||||
Employee stock ownership plan | 500,000 | |||||
Stock option grant share | 1,000,000 | |||||
Immediately vested share | 375,000 | |||||
Quartely vested share | 625,000 | |||||
Warrant Exercise Price | $ 0.35 | |||||
Warrant Contractual Term | 4 years | |||||
Chief Executive Officer [Member] | ||||||
Working capital loan | $ 76,000 | $ 76,000 | ||||
Software Developer [Member] | ||||||
Purchase for stock option share | 100,000 | |||||
Stock option grant share | 150,000 | |||||
Warrant Exercise Price | $ 0.25 | $ 0.20 | $ 0.25 | |||
Warrant Contractual Term | 4 years | 4 years | 4 years |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2017 | Oct. 31, 2017 | Sep. 30, 2017 | Jul. 30, 2017 | Jun. 30, 2017 | May 31, 2017 | Apr. 30, 2017 | Mar. 31, 2017 | Feb. 28, 2017 | Jan. 31, 2017 | Feb. 28, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||||
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 | 45,935,369 | 45,935,369 | 38,302,720 | ||||||||||
Common stock, shares outstanding | 45,935,369 | 45,935,369 | 38,302,720 | ||||||||||
Unregistered common stock, Shares | 200,000 | 548,215 | 1,300,000 | ||||||||||
Unregistered common stock, Amount | $ 40,000 | ||||||||||||
Common stock shares issued, shares | 1,667,600 | ||||||||||||
Common stock shares issued, amount | $ 300,000 | $ 1,225,000 | |||||||||||
Unregistered common stock to convert debt shares | 200,000 | ||||||||||||
Class of Warrant or Right, Outstanding | 2,652,097 | 2,652,097 | |||||||||||
Warrant exercisable | 41,667 | 41,667 | |||||||||||
Warrant Exercise Price | $ 0.30 | $ 0.30 | |||||||||||
Purchase for stock option share | 1,150,000 | ||||||||||||
Weighted average strike price | $ 0.324 | ||||||||||||
Weighted average fair value of grant dates | $ 166,912 | ||||||||||||
Legal services [Member] | |||||||||||||
Warrant exercisable | 100,000 | 100,000 | |||||||||||
Warrant Exercise Price | $ 0.25 | $ 0.25 | |||||||||||
Warrant Contractual Term | 4 years | ||||||||||||
UnregisteredCommonShares [Member] | |||||||||||||
Common stock, shares issued | 1,048,999 | 1,048,999 | |||||||||||
UnregisteredCommonShares [Member] | Debt holder [Member] | |||||||||||||
Unregistered common stock, Shares | 100,000 | ||||||||||||
Unregistered common stock, Amount | $ 19,000 | ||||||||||||
UnregisteredCommonShares [Member] | Debt holder [Member] | Maximum [Member] | |||||||||||||
Interest rate | 24.00% | 24.00% | |||||||||||
UnregisteredCommonShares [Member] | Debt holder [Member] | Minimum [Member] | |||||||||||||
Interest rate | 12.00% | 12.00% | |||||||||||
Granted Common Stock [Member] | |||||||||||||
Common stock, shares issued | 1,911,684 | ||||||||||||
Marketing support services [Member | |||||||||||||
Unregistered common stock, Shares | 96,999 | ||||||||||||
Unregistered common stock, Amount | $ 18,430 | ||||||||||||
Consulting Agreement [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 | ||||||||||||
2017 private placement [Member] | Convertible Debt [Member] | |||||||||||||
Unregistered common stock, Shares | 300,000 | ||||||||||||
Unregistered common stock, Amount | $ 44,500 | ||||||||||||
2016 Equity Incentive Plan [Member] | |||||||||||||
Unregistered common stock, Shares | 67,600 | ||||||||||||
Unregistered common stock, Amount | $ 10,140 | ||||||||||||
Performance Shares [Member] | |||||||||||||
Common stock shares issued, shares | 750,000 | ||||||||||||
Convertible Notes Payable [Member] | |||||||||||||
Unregistered common stock, Shares | 252,000 | ||||||||||||
Unregistered common stock, Amount | $ 31,500 | ||||||||||||
Chief Revenue Officer [Member] | |||||||||||||
Warrant Exercise Price | $ 0.35 | ||||||||||||
Warrant Contractual Term | 4 years | ||||||||||||
Stock option grant share | 1,000,000 | ||||||||||||
Immediately vested share | 375,000 | ||||||||||||
Quartely vested share | 625,000 | ||||||||||||
Financial Advisor [Member] | Consulting Agreement [Member] | |||||||||||||
Unregistered common stock, Shares | 200,000 | 300,000 | 200,000 | ||||||||||
Unregistered common stock, Amount | $ 46,000 | ||||||||||||
Unregistered common stock, Per Share | $ 0.25 | $ 0.30 | |||||||||||
Financial Advisor [Member] | Outstanding Agreement [Member] | |||||||||||||
Unregistered common stock, Shares | 96,999 | ||||||||||||
Unregistered common stock, Amount | $ 29,100 | ||||||||||||
Chief Financial Officer [Member] | |||||||||||||
Unregistered common stock, Shares | 250,000 | ||||||||||||
Unregistered common stock, Amount | $ 35,000 | ||||||||||||
Noteholder [Member] | |||||||||||||
Unregistered common stock, Shares | 133,333 | ||||||||||||
Unregistered common stock, Amount | $ 40,000 | ||||||||||||
Unregistered common stock to convert debt shares | 151,216 | ||||||||||||
Unregistered common stock to convert debt | $ 30,243 | ||||||||||||
Volerro Corporation [Member] | |||||||||||||
Unregistered common stock, Shares | 400,000 | ||||||||||||
Unregistered common stock, Amount | $ 168,000 | ||||||||||||
Investor [Member] | |||||||||||||
Common stock, shares issued | 296,999 | ||||||||||||
Unregistered common stock, Shares | 96,999 | ||||||||||||
Common stock shares issued, shares | 200,000 | ||||||||||||
Common stock shares issued, amount | $ 100,000 | ||||||||||||
Common stock shares issued, per share | $ 0.50 | ||||||||||||
Marketing support services | $ 29,100 | ||||||||||||
Warrant Exercise Price | $ 0.40 | $ 0.40 | |||||||||||
Warrant Contractual Term | 4 years | ||||||||||||
Cashless exercise of warrants | 200,000 | 200,000 | |||||||||||
Number of vesting shares per month | 20,000 | 20,000 | |||||||||||
Investor [Member] | 2017 private placement [Member] | |||||||||||||
Unregistered common stock, Shares | 500,000 | 142,857 | |||||||||||
Unregistered common stock, Amount | $ 150,000 | $ 50,000 | |||||||||||
Unregistered common stock, Per Share | $ 0.30 | $ 0.35 | |||||||||||
Warrant exercisable | 250,000 | 250,000 | |||||||||||
Warrant Exercise Price | $ 0.30 | $ 0.30 | |||||||||||
Warrant Contractual Term | 4 years | ||||||||||||
Principal Officers [Member] | |||||||||||||
Unregistered common stock to convert debt shares | 1,100,562 | ||||||||||||
Unregistered common stock to convert debt, per Share | $ 0.30 | ||||||||||||
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 | ||||||||||||
Investor One [Member] | |||||||||||||
Warrant exercisable | 142,857 | 142,857 | |||||||||||
Warrant Exercise Price | $ 0.35 | $ 0.35 | |||||||||||
Warrant Contractual Term | 4 years | ||||||||||||
Investor Two [Member] | |||||||||||||
Warrant Exercise Price | $ 0.20 | $ 0.20 | |||||||||||
Warrant Contractual Term | 3 years | ||||||||||||
Cashless exercise of warrants | 1,250,000 | 1,250,000 | |||||||||||
Creditor [Member] | |||||||||||||
Warrant exercisable | 167,573 | 167,573 | |||||||||||
Warrant Exercise Price | $ 0.30 | $ 0.30 | |||||||||||
Warrant Contractual Term | 3 years | ||||||||||||
Software Developer [Member] | |||||||||||||
Warrant Exercise Price | $ 0.25 | $ 0.20 | $ 0.25 | ||||||||||
Warrant Contractual Term | 4 years | 4 years | 4 years | ||||||||||
Purchase for stock option share | 100,000 | ||||||||||||
Stock option grant share | 150,000 | ||||||||||||
Shares a piece | 100,000 | ||||||||||||
Licensed Broker Dealer [Member] | 2017 Private Offering [Member] | |||||||||||||
Unregistered common stock, Shares | 300,000 | ||||||||||||
Unregistered common stock, Amount | $ 44,500 | ||||||||||||
Chief Revenue Officer [Member] | |||||||||||||
Unregistered common stock, Shares | 500,000 | ||||||||||||
Unregistered common stock, Amount | $ 85,000 | ||||||||||||
Warrant Contractual Term | 4 years | ||||||||||||
Chief Technology Officer [Member] | |||||||||||||
Unregistered common stock, Shares | 850,000 | ||||||||||||
Unregistered common stock, Amount | $ 132,500 | ||||||||||||
Warrant Contractual Term | 4 years | ||||||||||||
New Customers [Member] | |||||||||||||
Unregistered common stock, Shares | 96,999 | ||||||||||||
Unregistered common stock, Amount | $ 13,580 | ||||||||||||
Accredited Investor 1[Member] | |||||||||||||
Unregistered common stock, Shares | 560,660 | ||||||||||||
Unregistered common stock, Amount | $ 28,033 | ||||||||||||
Accredited Investor [Member] | |||||||||||||
Unregistered common stock, Shares | 336,425 | ||||||||||||
Unregistered common stock, Amount | $ 42,053 | ||||||||||||
Two Software Developer [Member] | |||||||||||||
Warrant exercisable | 200,000 | 200,000 | |||||||||||
Warrant Exercise Price | $ 0.25 | $ 0.25 | |||||||||||
MarketingServicest [Member] | |||||||||||||
Warrant exercisable | 50,000 | 50,000 | |||||||||||
Warrant Exercise Price | $ 0.17 | $ 0.17 | |||||||||||
Warrant Contractual Term | 4 years | ||||||||||||
Secured Lender [Member] | |||||||||||||
Warrant exercisable | 150,000 | 150,000 | |||||||||||
Warrant Exercise Price | $ 0.15 | $ 0.15 | |||||||||||
Warrant Contractual Term | 4 years | ||||||||||||
Warrant to purchase | 1,347,185 | 1,347,185 | |||||||||||
Secured Lender [Member] | Maximum [Member] | |||||||||||||
Shares reduced | $ 0.30 | $ 0.30 | |||||||||||
Secured Lender [Member] | Minimum [Member] | |||||||||||||
Shares reduced | $ 0.65 | $ 0.65 | |||||||||||
Services [Member] | |||||||||||||
Warrant exercisable | 100,000 | 100,000 | |||||||||||
Warrant Exercise Price | $ 0.30 | $ 0.30 | |||||||||||
Stock option expense | $ 166,912 | $ 37,318 | |||||||||||
Financial Services [Member] | |||||||||||||
Warrant Contractual Term | 5 years |
WARRANT INFORMATION (Details)
WARRANT INFORMATION (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Outstanding, beginning balance | 4,206,444 | 3,766,444 |
Granted | 2,652,097 | 470,000 |
Forfeited or cancelled | (640,722) | (30,000) |
Outstanding, ending balance | 6,217,819 | 4,206,444 |
Exercise Price Range Per Share | ||
Outstanding, beginning balance | ||
Granted | 0.40 | 0.40 |
Forfeited or cancelled | ||
Outstanding, ending balance | 0.28 | |
Average Grant Date Fair value | ||
Granted | 0.39 | 0.39 |
Forfeited or cancelled | ||
Average Grant Date Fair value | 0.29 | |
Minimum [Member] | ||
Exercise Price Range Per Share | ||
Granted | 0.15 | 0.30 |
Outstanding, ending balance | 0.15 | |
Maximum [Member] | ||
Exercise Price Range Per Share | ||
Granted | 0.40 | $ 0.50 |
Outstanding, ending balance | $ 1 |
WARRANT INFORMATION (Details Na
WARRANT INFORMATION (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Warrant [Member] | ||
Stock warrant expense issued for services | $ 127,322 | $ 25,150 |
BUSINESS ACQUISITIONS (Details)
BUSINESS ACQUISITIONS (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Business Acquisitions Details | |
Checking and cash equivalents | $ 51,500 |
Intellectual Property and Software Code | 68,500 |
Intangible Asset-Goodwill | 132,000 |
Purchase Price | $ 252,000 |
BUSINESS ACQUISITIONS (Details
BUSINESS ACQUISITIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Business acquisitions aggregate purchase price | $ 252,000 | |
Goodwill | 132,000 | $ 0 |
Intellectual property | $ 68,500 | |
2017 Acquisition [Member] | ||
Business acquisition name of acquired entity | Volerro Corporation | |
Business acquisitions aggregate purchase price | $ 252,000 | |
Common stock shares | 400,000 | |
Additional common stock shares | $ 200,000 | |
Goodwill | 132,000 | |
Intellectual property | 68,500 | |
Customer contract remaining amount | $ 11,923 |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) - Integer | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Concentrations Details Narrative | ||
No. of customers | 3 | 4 |
Revenues rate | 10.00% | 10.00% |
Combined revenues rate | 50.00% | 50.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Mar. 31, 2018 | Jan. 31, 2018 | Feb. 28, 2015 | Dec. 31, 2017 | Jan. 05, 2018 | Mar. 31, 2017 | Dec. 31, 2016 | |
Common stock, shares, issued | 45,935,369 | 38,302,720 | |||||
Convertible debt | $ 969,600 | ||||||
Unregistered common stock, Shares | 200,000 | ||||||
Unregistered common stock, Amount | $ 32,000 | ||||||
Interest rate | 6.00% | ||||||
Investor [Member] | |||||||
Common stock, shares, issued | 296,999 | ||||||
Subsequent Event [Member] | |||||||
Convertible debt | $ 213,000 | ||||||
Unregistered common stock, Shares | 10,000 | ||||||
Total convertible note issued | $ 138,000 | ||||||
Note issued to noteholder | 10,000 | ||||||
Warrant issued value | $ 10,000 | ||||||
Exercisable | $ 0.01 | ||||||
Maturity term | 4 years | ||||||
Subsequent Event [Member] | Transactions One [Member] | |||||||
Convertible note | $ 100,000 | ||||||
Subsequent event description | maturity of nine months | ||||||
Interest rate | 12.00% | ||||||
Debt conversion description | the noteholder having the right after 180 days to convert the note into common shares at a 45% discount to the lowest trading price of the shares during the 10-day period prior to conversion. | ||||||
Subsequent Event [Member] | Transactions Two [Member] | |||||||
Convertible note | $ 63,000 | ||||||
Subsequent event description | maturity of April 29, 2019 | ||||||
Interest rate | 12.00% | ||||||
Debt conversion description | the right after 180 days to convert the note into common shares at a 42% discount to the lowest trading price of the shares during the 10-day period prior to conversion. | ||||||
Subsequent Event [Member] | Transactions Three [Member] | |||||||
Convertible note | $ 50,000 | ||||||
Subsequent event description | maturity in December 2018 | ||||||
Interest rate | 12.00% | ||||||
Debt conversion description | the noteholder having the right to convert the note any time into our common stock at the lower of $.15 per share or the offering price of a future registered public offering of our common stock. | ||||||
Subsequent Event [Member] | Investor [Member] | |||||||
Convertible note | $ 50,000 | ||||||
Subsequent Event [Member] | Broker-Dealer [Member] | |||||||
Common stock, shares, issued | 50,000 | ||||||
Subsequent Event [Member] | 2017 private placement [Member] | |||||||
Convertible note | $ 10,000 | $ 50,000 | |||||
Common stock, shares, issued | 50,000 |