FISION (FSSN) 10-Q 17 Aug 18 2018 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Aug. 14, 2018
Document And Entity Information
Entity Registrant Name	FISION Corp
Entity Central Index Key	1,487,931
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
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		56,077,272
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,018

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEET - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Current Assets:
Cash	$ 99,136	$ 10,773
Accounts receivable, net	26,489	39,764
Deferred customer costs associated with contract liabilities		11,924
Work In Process	8,400	8,400
Prepaid Expenses	156,986	201,092
Total Current Assets	291,011	271,953
Property and equipment, net	8,159	4,719
Other Assets:
Goodwill	132,000	132,000
Intellectual property/software code, net of accumulated amortization	59,938	62,384
Deposits	8,053	8,053
Total Assets	499,161	479,109
Current Liabilities:
Accounts payable, accrued expenses	877,912	770,598
Contract Liability		10,424
Customer Advances	219,461	249,269
Derivative Liability	1,843,062	1,243,788
Note payable and accrued interest - related party	242,398	270,639
Convertible notes payable, net of debt discount of $1,092,890 and $753,437 respectively	455,898	329,401
Total Current Liabilities	3,638,731	2,874,119
Long-Term Liabilities:
Long-Term Convertible Notes Payable, net of debt discount of $351,852 and $0 respectively	352,148	300,000
Total Long-Term Liabilities	352,148	300,000
Total Liabilities	3,990,879	3,174,119
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 53,890,129 and 45,935,369 shares issued and outstanding, respective	5,389	4,594
Additional paid in capital	16,736,604	15,822,261
Accumulated deficit	(20,233,711)	(18,521,865)
Total Stockholders' Equity	(3,491,718)	(2,695,010)
Total Liabilities and Stockholders' Equity	$ 499,161	$ 479,109

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Current Liabilities:
Notes payable, net of debt discount	$ 1,092,890	$ 753,437
Long-Term Liabilities:
Notes Payable, net of debt discount	$ 351,852	$ 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	53,890,129	45,935,369
Common stock, shares outstanding	53,890,129	45,935,369

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Condensed Consolidated Statements Of Operations
REVENUE	$ 129,339	$ 157,090	$ 256,219	$ 285,427
COST OF SALES	23,929	13,991	45,987	29,380
GROSS MARGIN	105,410	143,099	210,232	256,047
OPERATING EXPENSES
Sales and Marketing	165,590	488,509	377,971	783,801
Development and Support	233,680	251,904	406,811	422,547
General and Administrative	346,472	45,208	798,893	365,834
TOTAL OPERATING EXPENSES	745,742	785,621	1,583,675	1,572,182
OPERATING LOSS	(640,332)	(642,522)	(1,373,444)	(1,316,135)
OTHER INCOME / (EXPENSES)
Interest expense and amortization of debt discount	(173,035)	(533,458)	(352,154)	(591,766)
Amortization Expense	(132,952)	0	(562,933)	0
OID and other expenses	(32,500)	0	(65,000)	0
Change in fair value of derivatives	(414,593)	(81,421)	329,726	(83,369)
Gain on settlement of debt, net	96,471	(14,937)	311,959	(65,604)
TOTAL OTHER INCOME / (EXPENSES)	(656,609)	(629,816)	(338,403)	(740,739)
NET LOSS	$ (1,296,941)	$ (1,272,338)	$ (1,711,847)	$ (2,056,874)
Net loss per common share - basic and diluted	$ (0.03)	$ (0.03)	$ (0.03)	$ (0.05)
Weighted average common shares outstanding: Basic and diluted	51,012,935	42,221,745	49,485,270	40,336,895

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period	$ (1,711,847)	$ (2,056,874)
Reconciliation of net loss to net cash used in operating activities:
Common stock issued for services	322,876	1,322,223
Depreciation and Amortization	15,930	2,040
Stock warrants/Stock Options issued for services	204,849	56,964
Change in Derivative Liabilities	329,726	83,369
Interest expense for derivatives and debt discount	160,402
Gain on Settlement of Debt	(311,959)	65,604
Amortization of BCF Discount	(562,933)
(Increase) decrease in:
Accounts receivables	13,275	(44,321)
Deferred Customer Costs Associated with Contract Liabilities	11,924	(35,771)
Work in Process	8,400
Prepaid expenses	44,106	(84,059)
Increase (decrease) in:
Accounts payable & accrued expenses	387,189	130,533
Net Cash Used in Operating Activities	(1,088,062)	(560,292)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from Disposal of property and equipment Purchase of Property and Equipment	(5,000)
Cash acquired in acquisition		51,500
Net Cash Used In Investing Activities	(5,000)	51,500
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments on note payable	(149,100)	(71,211)
Proceeds from note payable	1,310,000	285,000
Proceeds from related party notes	26,125	14,300
Repayments on line of credit	(5,600)	(5,425)
Proceeds from issuance of common stock		300,000
Net Cash Provided by Financing Activities	1,181,425	522,664
Net Increase in Cash	88,363	13,872
Cash at Beginning of Period	10,773	8,172
Cash at End of Period	99,136	22,044
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during period: Interest	34,676	5,763
Cash paid during period: Franchise and Income Taxes
Noncash operating and financing activities:
Common Stock Issued for Services	322,876	1,322,223
Stock warrants/Stock Options issued for services	204,849	56,964
Conversion of debt and accrued interest to common stock	386,519	415,395
Acquisition of Volerro		$ 252,000

ORGANIZATION AND SIGNIFICANT AC

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES	FISION Corporation, (formerly DE 6 Acquisition, Inc.), a Delaware corporation (the “Company”) was incorporated on February 24, 2010, and was inactive until December 2015 when it merged with Fision Holdings, Inc., an operating business based in Minneapolis, Minnesota. As a result of this reverse merger, Fision Holdings, Inc. became a wholly-owned subsidiary of the Company. Fision Holdings, Inc. was incorporated under the laws of the State of Minnesota in 2010, and has developed and successfully commercialized a proprietary cloud-based software platform which automates and integrates digital marketing assets and marketing communications to “bridge the gap” between marketing and sales of any enterprise. The Company generates its revenues primarily from software licensing contracts typically having terms of from one to three years and requiring monthly subscription fees based on the customer’s number of users and the locations where used. The Company’s business model provides it with a high percentage of recurring revenues. The terms “Fision,” “we,” “us,” and “our,” refer to FISION Corporation, a Delaware corporation and its wholly-owned operating subsidiary Fision Holdings, Inc., a Minnesota corporation (including our Volerro software services). Basis of Presentation The accompanying condensed unaudited consolidated financial statements are unaudited. These unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures which are included in annual financial statements have been omitted pursuant to these rules and regulations. We believe the disclosures made in these interim unaudited financial statements are adequate to make the information not misleading. Although these interim financial statements for the three-month periods ended June 30, 2018 and 2017 are unaudited, in the opinion of our management, such statements include all adjustments, consisting of normal and recurring accruals, necessary to present fairly our financial position, results of operations and cash flows for the periods presented. The results for this 2018 interim period are not necessarily indicative of the results to be expected for the year ended December 31, 2018 or for any future period. These unaudited interim financial statements should be read and considered in conjunction with our audited financial statements and the notes thereto for the year ended December 31, 2017, included in our annual report on Form 10-K filed with the SEC on April 2, 2018. Principles of Consolidation These condensed consolidated interim financial statements include the accounts of FISION Corporation, a Delaware corporation, and its wholly-owned Minnesota subsidiary Fision Holdings, Inc. All material intercompany transactions and balances have been eliminated in consolidation. Use of Estimates GAAP accounting principles require our management to make estimates and assumptions in the preparation of these interim financial statements that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates and assumptions. The most significant areas requiring management judgment and which are susceptible to possible later change include our revenue recognition, cost of revenue, allowance for doubtful accounts, valuations of property and equipment and intangible assets, stock-based compensation, fair value of financial instruments, derivative securities, research and development, impairment of long-lived assets, and income taxes. Cash and Cash Equivalents We consider all short-term highly liquid investments with a remaining maturity at the date of purchase of three months or less to be cash equivalents. At June 30, 2018 and December 31, 2017, we had no cash equivalents. Concentration of Credit Risk and Customers Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and accounts receivable. During the quarter ended June 30, 2018, we may have had cash deposits in our bank that exceeded FDIC insurance limits. We maintain our bank accounts at high quality institutions and in demand accounts to mitigate this risk. Regarding our customers, we perform ongoing credit evaluations of them, and generally we do not require collateral from them to do business with us. For the six months ended June 30, 2018, 3 customers exceeded 10% of our revenues, including one for 14% of revenues, one for 15% of revenues, and one for 19% of revenues. We do not believe that we face any material customer concentration risks currently, although a significant reduction for any reason in the use of our software solutions by one or more of our major customers could harm our business materially. Revenue recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers, originally effective for public business entities with annual reporting periods beginning after December 15, 2016. On August 12, 2015, the FASB issued an Accounting Standards Update (“ASU”), Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASC 606 for one year. ASC 606 provides accounting guidance related to revenue from contracts with customers. For public business entities, ASC 606 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. This new revenue recognition standard (new guidance) has a five-step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied. The Company has evaluated the impact of ASC 606 and does not currently believe that the application of ASC 606 will have a material impact on its consolidated financial statements and disclosures, as the Company has already implemented the five-step process in determining revenue recognition from contracts with customers. 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 as one performance obligation and recorded as revenue when completed. Monthly services, such as internet access to software as a service (SaaS), hosting and weekly backups are invoiced monthly as a another performance obligation and recorded as revenue over time. Company Recognizes Contract Liability for Its Performance Obligation Upon receipt of a prepayment from a customer, the Company recognizes a contract liability in the amount of the prepayment for its performance obligation to transfer goods and services in the future. When the Company transfers those goods and services and, therefore, satisfies its performance obligation to the customer, the Company will then recognize the revenue. Lease Accounting 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. Loss Per Common Share Basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period. Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding and potential common shares under the treasury stock method. Diluted net loss per common share is not shown, since the assumed exercise of stock options and warrants using the treasury stock method are anti-dilutive. For the period ending June 30, 2018 and December 31, 2017, there were 9,424,069 and 9,988,069 respectively, potentially dilutive securities not included in the calculation of weighted-average common shares outstanding since they would be anti-dilutive. Property and Equipment Property and equipment are capitalized and stated at cost, and any additions, renewals or betterments are also capitalized. Expenditures for maintenance and repairs are charged to earnings as incurred. If property or equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from our accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method with estimated lives as follows: Furniture and fixtures 5 years Computer and office equipment 5 years Stock-Based Compensation We record stock-based compensation in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718, which requires us to measure the cost for any stock-based employee compensation at fair value and recognize the expense over the related service period. We recognize the fair value of stock options, warrants and any other equity-based compensation issued to employees and non-employees as of the grant date. We use the Black Scholes model to measure the fair value of options and warrants. Recently Issued Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which requires lessees to put most leases on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. ASU 2016-02 states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The new standard is effective for interim and annual periods beginning after December 15, 2018 and early adoption is permitted. We are currently evaluating the impact of ASU 2016-02 to our future consolidated financial statements. Other recent accounting pronouncements issued by the FASB, the AICPA, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the our present or future financial statements.

GOING CONCERN

GOING CONCERN	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
NOTE 2 - GOING CONCERN	Our 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 future ability to achieve and maintain profitable operations, and to raise substantial additional capital as required until we attain profitable operations. At June 30, 2018 we had a working capital deficiency of approximately $3.3 million and an accumulated deficit of approximately $20 million. These conditions raise substantial doubt about our ability to continue as a going concern. These unaudited interim financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. We are in the process of raising funds, increasing our marketing and sales activities to obtain materially increased revenues, and otherwise addressing our ability to continue as a going concern, and our management believes that our actions being taken to raise needed capital and implement our business plan for increased revenues will enable us to continue as a going concern.

FAIR VALUE OF FINANCIAL INSTRUM

FAIR VALUE OF FINANCIAL INSTRUMENTS	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
NOTE 3 - FAIR VALUE OF FINANCIAL INSTRUMENTS	FASB ASC Topic 820 requires disclosure of and defines fair value of financial instruments, and also establishes a three-level valuation hierarchy for these disclosures. The carrying amounts reported in a balance sheet for receivables and current liabilities qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between their origination and their expected realization and their current market rate of interest. The three levels of valuation hierarchy for fair value determinations are defined as follows: Level 1 Level 2 Level 3 The following table represents the Company’s assets and liabilities by level measured at fair value on a recurring basis at December 31, 2017 and June 30, 2018: Level 1 Level 2 Level 3 Derivative liability $ - $ - $ 1,843,062 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 provide a reconciliation of the beginning and ending balances of the liabilities: Fair Value January 1, 2018 Convertible Notes Change in fair Value Conversions Fair Value June 30, 2018 Derivative liability $ 1,243,788 $ 2,094,628 $ (329,726 ) $ 1,165,627 $ 1,843,062 All gains and losses on assets and liabilities measured at fair value on a recurring basis and classified as Level 3 within the fair value hierarchy are recognized in other interest income and expense in these financial statements. The significant unobservable inputs used in the fair value measurement of the liabilities described above are as follows; Exercise price $.15 - $.174 Expected Volatility 181% Expected Term 6 mos. Risk free interest rate 0.91 - 1.13% Expected dividends - Derivative Instruments The Company accounts for derivative instruments in accordance with Accounting Standards Codification 815, Derivatives and Hedging ("ASC 815"), If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.

NOTES PAYABLE

NOTES PAYABLE	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
NOTE 4 - NOTES PAYABLE	At June 30, 2018 we were indebted under various Notes Payable in the total amount of $2,731,089 including accrued interest. Following is a summary of our outstanding Notes Payable indebtedness as of June 30, 2018: Summary Description of Notes Payable Amount Owed* Decathlon LLC - Senior Secured Note, due 9/30/18, interest at 15% $ 131,755 Finquest Capital Inc.- Secured Note, due 4/15/18, interest at 15% 45,144 Brajoscal, LLC - Secured Note, due 12/31/18 interest at 15% 40,000 Nottingham Securities Inc., monthly settlement payments 65,475 Note payable to individual investor, due 12/31/18, interest at 12% 128,770 Note payable to individual investor, due 12/31/18, interest at 12% 113,470 Greentree Financial Group, Inc., due 8/28/18 and 9/9/18 respectively, interest at 11% 140,250 L&H, Inc., due 8/28/18 and 9/9/18 respectively, interest at 11% 45,240 Crossover Capital Fund II LLC., due 8/17/2018 and 11/16/2018 respectively, interest at 12% 191,560 Power Up Lending Group, due 4/29/2019 and 6/26/2019 respectively, interest at 12% 130,913 Ignition Capital, LLC, due 11/30/2018, interest at 6% 102,333 2 PLUS 2, LLC, Inc., due 8/28/2018, interest at 11% 25,229 Note payable to individual investor, due 12/31/18, interest at 6% 20,000 Note payable to individual investor, monthly settlement payments 43,000 Note payable to individual investor, due 12/31/18, interest at 6% 1,824 Note payable to individual investor, due 3/9/19, interest at 12% 76,500 JSJ Investments, Inc., due 4/11/2019, interest 12% 76,968 Crown Bridge Partners, due 5/21/19, interest 10% 60,500 Peak One Opportunity Fund, due 6/5/2021, interest at 0% 75,000 LG Capital LLC, due 6/25/19, interest at 10% 100,000 Adair Bays LLC, due 6/25/19, interest at 10% 100,000 Intellicash GA, LLC, due 8/16/2018, interest at 18% 54,148 Note Payable to individual investors, due 5/25/2019 to 6/21/2019, interest at 0% 176,000 Note Payable to individual investor, due 10/2/19, interest at 12% 218,000 Note Payable to individual investor, due 10/2/19, interest at 12% 54,500 Note Payable to individual investor, due 10/25/19, interest at 12% 27,125 Note Payable to individual investor, due 10/29/19, interest at 12% 26,750 Note Payable to individual investor, due 1/5/20, interest at 12% 53,000 Note Payable to individual investor, due 3/9/20, interest at 12% 25,669 Note Payable to individual investor, due 3/9/20, interest at 12% 51,333 Note Payable to individual investor, due 3/13/20, interest at 12% 25,669 Note Payable to individual investor, due 4/2/20, interest at 12% 15,300 Note Payable to two individual investors, due 5/1/20, interest at 12% 38,507 Note payable to two principal officers, due on demand, interest at 6% 251,157 Total $ 2,731,089 ________ * Includes accrued interest and excludes discounts on convertible notes payables in the amount of $1,444,742 for derivative securities.

CONVERTIBLE NOTES

CONVERTIBLE NOTES	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
NOTE 5 - CONVERTIBLE NOTES	During the first six months of 2018, the Company issued convertible notes in the total amount of $1,336,125 (excluding $65,000 of Original Issue Discounts and $37,900 legal fees and broker-dealer commissions), including $906,000 of short-term debt and $404,000 of long-term debt as follows: The Company has entered into various convertible notes at face value less debt discounts relating to fees and certain expenses paid in connection with the convertible debt transactions. The conversion provisions are a derivative that qualifies for an exemption from bifurcation and liability accounting as provided for in ASC 815, Derivatives and Hedging – Contracts in Entity’s Own Equity (“ASC 815”). Short-Term Convertible Notes In January 2018, we also issued a $20,000 note to our CEO, a related party, bearing interest at 6% per annum, due on demand, with no conversion provisions. In January 2018 we issued a $50,000 Convertible Note to an accredited investor bearing interest at 12% per annum, maturing on December 31, 2018, and convertible into our common stock at a conversion price of $.15 per share. In February 2018 we issued a total of $250,000 of Convertible Notes to accredited investors convertible into our common stock at conversion prices varying from 50-55% of the average of the lowest trading prices for the 10 trading days prior to conversion, including (i) $150,000 of Convertible Notes bearing interest at 11% per annum and maturing on August 28, 2018, and (ii) a $100,000 Convertible Note bearing interest at 11% per annum and maturing on November 16, 2018. We paid a $3,000 legal fee for this note. In April 2018 we issued a $75,000 Convertible Note to an accredited investor bearing interest at 12% per annum, maturing on April 11, 2019, and convertible into our common stock at a conversion price equal to 42.5% of the lowest trading price for the 10 trading days prior to conversion. We paid a $2,000 legal fee for this note. In May 2018 we issued a total of $135,000 of Convertible Notes to accredited investors convertible into our common stock at conversion prices at 55% of the lowest trading price for the 10 trading days prior to conversion, including (i) $75,000 of Convertible Notes bearing interest at 12% per annum and maturing on May 9, 2019, and (ii) a $60,000 Convertible Note bearing interest at 10% per annum and maturing on May 21, 2019. We paid a $3,000 legal fee for this note. In June 2018 we issued a total of $200,000 of Convertible Notes to accredited investors convertible into our common stock at conversion prices at $0.16 per share and after six months, 55% of the lowest trading price for the 10 trading days prior to conversion, including: (i) $100,000 of Convertible Notes bearing interest at 10% per annum and maturing on June 25, 2019, and (ii) a $100,000 Convertible Note bearing interest at 10% per annum and maturing on June 27, 2019. We paid $10,000 legal fees for these two notes. In June 2018 we issued a total of $176,000 of Convertible Notes to accredited investors convertible into our common stock at conversion prices at $0.10 per share, along with 480,000 warrants to purchase common stock at $0.20 per share for three years. Long-Term Convertible Notes In January 2018 we issued a $63,000 Convertible Note to an accredited investor bearing interest at 12% per annum, maturing on December 31, 2018, and convertible into our common stock at a conversion price equal to 42% of the average of the lowest trading prices for the 10 trading days prior to conversion. We paid a $3,000 legal fee for this note. During January-February 2018 we issued a total of $150,000 of Convertible Notes to accredited investors, bearing interest at 12% per annum, maturing two years after their respective purchase dates, and convertible into our common stock at a conversion price equal to the lower of $.20 per share or the Volume Weighted Average Price (VWAP) for the 10 trading days prior to conversion. We paid $18,000 commissions on these long term notes. In March 2018 we issued a $63,000 Convertible Note to an accredited investor, bearing interest at 12% per annum, maturing on June 26, 2019, and convertible into our common stock at a conversion price equal to 42% of the average of the lowest trading prices for the 10 trading days prior to conversion. We paid a $3,000 legal fee for this note. In April and May 2018 we issued a total of $53,000 in Long Term Convertible Notes as follows: Company issued a total of $53,000 in Convertible Notes sold to four accredited individual investors who purchased these notes from our 2018 private placement of $25,000 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. Incident thereto, we also issued 53,000 warrants to purchase our common stock at $0.01 per share for three years to the purchaser of this Note and 53,000 warrants to purchase our common stock at $0.01 per share for three years to the broker-dealer placement agent of this Note. In June 2018 we issued a $75,000 Convertible Note to an accredited investor, bearing interest at 0% per annum, maturing on June 5, 2021, and convertible into our common stock at a conversion price equal to 55% of the lowest trading prices for the 10 trading days prior to conversion. We evaluated the terms of the convertible notes in accordance with ASC 815-40, Contracts in Entity's Own Equity The derivative liability relating to the beneficial conversion rights was $1,843,062 at June 30, 2018 and was computed using the following variables: Exercise price $.15 - $.174 Expected Volatility 181% Expected Term 6 mos. Risk free interest rate 0.91 - 1.13% Expected dividends - Other Note From January through June 2018, we also issued $26,125 notes to our CEO, a related party, bearing interest at 6% per annum, due on demand, with no conversion provisions.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
NOTE 6 - STOCKHOLDERS’ EQUITY	The Company is authorized to issue 500,000,000 shares of common stock and 20,000,000 shares of preferred stock, both having $.0001 par value per share. At June 30, 2018 there were 53,890,129 outstanding shares of common stock and no outstanding shares of preferred stock. Common Shares Issued In January--February 2018 we issued a total of 800,000 unregistered common shares valued at $134,000 to two consultants for investor relations and shareholder communications services. During January- March 2018 we issued a total of 2,012,957 unregistered common shares to three holders of Convertible Notes who converted their Notes to $130,433 of common stock, which conversion prices were based on specific provisions contained in their Convertible Notes. In February 2018 we granted 250,000 unvested shares of our common stock to John Bode in consideration for his agreement to serve for a year as an independent director on our Board of Directors, of which 62,500 shares vest quarterly on May 31, 2018, August 31, 2018, November 30, 2018 and February 28, 2019 provided he continues to serve as a director. In April 2018 we issued 660,000 unregistered common shares to a holder of a Convertible Note who converted $47,248 of the Note into common stock with the conversion price based on specific provisions in the Note. During April-May 2018 we issued a total of 779,960 unregistered common shares valued at $109,770 to three consultants for investor relations and shareholder communications services. During April-June 2018 we issued a total of 3,861,843 unregistered common shares to three holders of Convertible Notes who converted their Notes to $256,086 of common stock, which conversion prices were based on specific provisions contained in these Notes. During June 2018, we issued 500,000 shares of restricted common stock, valued at $80,000 to our former Chief Technology Officer. Stock Options and Warrants No stock options were granted by us during the six-month period ended June 30, 2018. During the three-month period ended March 31, 2018, we granted warrants to purchase a total of 450,000 shares of our common stock, valued at $84,875 using black scholes, as follows: (i) warrants for 100,000 shares granted to a Noteholder incident to the purchase of a $100,000 Convertible Note, fully vested, and exercisable at $.30 per share anytime during a five-year term; (ii) warrants for 150,000 shares granted to a Noteholder incident to purchase of a $150,000 Convertible Note, fully vested, and exercisable at $.01 per share anytime during a three-year term; and (iii) warrants for 200,000 shares granted incident to the purchase of $100,000 of convertible debt in our private placement, fully vested, and exercisable at $.01 per share anytime during a three-year term, and which included warrants for 100,000 shares issued to the Noteholders and warrants for 100,000 shares issued to the placement agent. During the three-month period ended June 30, 2018, we granted warrants to purchase a total of 686,000 shares of our common stock, valued at $82,407 using black scholes, as follows: (i) warrants for 100,000 shares granted to a Noteholder incident to the purchase of a $75,000 Convertible Note, fully vested, and exercisable at $.135 per share anytime during a two-year term; (ii) warrants for 480,000 shares granted to a Noteholder incident to purchase of a $176,000 Convertible Note, fully vested, and exercisable at $.20 per share anytime during a three-year term; and (iii) warrants for 106,000 shares granted incident to the purchase of $53,000 of convertible debt in our private placement, fully vested, and exercisable at $.01 per share anytime during a three-year term, including warrants for 53,000 shares issued to the Noteholders and warrants for 53,000 shares issued to the placement agent. Number of Shares Exercise Price Weighted Average Exercise price Average Grant Date Fair value 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 Granted 1,136,000 0.01-0.30 0.07 0.07 Forfeited or cancelled (102,250 ) - Balance June 30, 2018 7,251,569 0.01-1.00 0.27 0.26

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
NOTE 7 - RELATED PARTY TRANSACTIONS	In January 2018, we also issued a $20,000 note to our CEO, a related party, bearing interest at 6% per annum, due on demand, with no conversion provisions. Our Notes Payable as of June 30, 2018 include $107,536 owed to our CEO, Michael Brown, and $134,862 owed to our CFO, Garry Lowenthal, for unpaid past salary compensation, payable on demand with an interest rate of 6% per annum. Messrs. Brown and Lowenthal each have the option to convert their respective outstanding Notes any time over a four-year period into unregistered common shares at a conversion rate of $.30 per share. In February we granted 250,000 common shares, vesting quarterly, to a new director for agreeing to serve on our Board of Directors for one year. The foregoing Note 6 further describes this transaction.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
NOTE 8 - SUBSEQUENT EVENTS	In July 2018, we issued a $103,000 convertible promissory note bearing an interest rate of 12% per annum to an accredited investor, payable on October 12, 2019 plus accrued interest. The noteholder has the right to convert the note into common stock of the Company at a conversion price equal to 58% of the average of the lowest trading price during the 10-day period ending on the latest complete trading day prior to the conversion date. In July 2018, we issued a $275,000 convertible promissory note bearing an interest rate of 8% per annum to an accredited investor, payable on April 19, 2019 plus accrued interest. The noteholder has the right to convert the note into common stock of the Company at a conversion price equal to 50% of the lowest trading price during the 10-day period ending on the latest complete trading day prior to the conversion date. During July-August 2018, we issued a total of 2,187,143 unregistered shares of our common stock valued at $356,518 for debt conversions from three noteholders, two consultants and one noteholder for investor relations and shareholder communications services. Merger Agreement – On August 3, 2018 we entered into an Agreement and Plan of Merger with Continuity Logic LLC, a New Jersey limited liability company, which upon completion will result in Continuity Logic becoming a wholly owned subsidiary of the Company and the owners of Continuity Logic would own slightly less than 50% of the common stock of the Company upon completion of the merger.

ORGANIZATION AND SIGNIFICANT 14

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2018
Organization And Significant Accounting Policies
Basis of Presentation	The accompanying condensed unaudited consolidated financial statements are unaudited. These unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures which are included in annual financial statements have been omitted pursuant to these rules and regulations. We believe the disclosures made in these interim unaudited financial statements are adequate to make the information not misleading. Although these interim financial statements for the three-month periods ended June 30, 2018 and 2017 are unaudited, in the opinion of our management, such statements include all adjustments, consisting of normal and recurring accruals, necessary to present fairly our financial position, results of operations and cash flows for the periods presented. The results for this 2018 interim period are not necessarily indicative of the results to be expected for the year ended December 31, 2018 or for any future period.
Principles of Consolidation	These condensed consolidated interim financial statements include the accounts of FISION Corporation, a Delaware corporation, and its wholly-owned Minnesota subsidiary Fision Holdings, Inc. All material intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates	GAAP accounting principles require our management to make estimates and assumptions in the preparation of these interim financial statements that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates and assumptions. The most significant areas requiring management judgment and which are susceptible to possible later change include our revenue recognition, cost of revenue, allowance for doubtful accounts, valuations of property and equipment and intangible assets, stock-based compensation, fair value of financial instruments, derivative securities, research and development, impairment of long-lived assets, and income taxes.
Cash and Cash Equivalents	We consider all short-term highly liquid investments with a remaining maturity at the date of purchase of three months or less to be cash equivalents. At June 30, 2018 and December 31, 2017, we had no cash equivalents.
Concentration of Credit Risk and Customers	Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and accounts receivable. During the quarter ended June 30, 2018, we may have had cash deposits in our bank that exceeded FDIC insurance limits. We maintain our bank accounts at high quality institutions and in demand accounts to mitigate this risk. Regarding our customers, we perform ongoing credit evaluations of them, and generally we do not require collateral from them to do business with us. For the six months ended June 30, 2018, 3 customers exceeded 10% of our revenues, including one for 14% of revenues, one for 15% of revenues, and one for 19% of revenues. We do not believe that we face any material customer concentration risks currently, although a significant reduction for any reason in the use of our software solutions by one or more of our major customers could harm our business materially.
Revenue recognition	In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers, originally effective for public business entities with annual reporting periods beginning after December 15, 2016. On August 12, 2015, the FASB issued an Accounting Standards Update (“ASU”), Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASC 606 for one year. ASC 606 provides accounting guidance related to revenue from contracts with customers. For public business entities, ASC 606 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. This new revenue recognition standard (new guidance) has a five-step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied. The Company has evaluated the impact of ASC 606 and does not currently believe that the application of ASC 606 will have a material impact on its consolidated financial statements and disclosures, as the Company has already implemented the five-step process in determining revenue recognition from contracts with customers. 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 as one performance obligation and recorded as revenue when completed. Monthly services, such as internet access to software as a service (SaaS), hosting and weekly backups are invoiced monthly as a another performance obligation and recorded as revenue over time. Company Recognizes Contract Liability for Its Performance Obligation Upon receipt of a prepayment from a customer, the Company recognizes a contract liability in the amount of the prepayment for its performance obligation to transfer goods and services in the future. When the Company transfers those goods and services and, therefore, satisfies its performance obligation to the customer, the Company will then recognize the revenue.
Lease Accounting	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.
Loss Per Common Share	Basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period. Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding and potential common shares under the treasury stock method. Diluted net loss per common share is not shown, since the assumed exercise of stock options and warrants using the treasury stock method are anti-dilutive. For the period ending June 30, 2018 and December 31, 2017, there were 9,424,069 and 9,988,069 respectively, potentially dilutive securities not included in the calculation of weighted-average common shares outstanding since they would be anti-dilutive.
Property and Equipment	Property and equipment are capitalized and stated at cost, and any additions, renewals or betterments are also capitalized. Expenditures for maintenance and repairs are charged to earnings as incurred. If property or equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from our accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method with estimated lives as follows: Furniture and fixtures 5 years Computer and office equipment 5 years
Stock-Based Compensation	We record stock-based compensation in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718, which requires us to measure the cost for any stock-based employee compensation at fair value and recognize the expense over the related service period. We recognize the fair value of stock options, warrants and any other equity-based compensation issued to employees and non-employees as of the grant date. We use the Black Scholes model to measure the fair value of options and warrants.
Recently Issued Accounting Pronouncements	In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which requires lessees to put most leases on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. ASU 2016-02 states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The new standard is effective for interim and annual periods beginning after December 15, 2018 and early adoption is permitted. We are currently evaluating the impact of ASU 2016-02 to our future consolidated financial statements. Other recent accounting pronouncements issued by the FASB, the AICPA, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the our present or future financial statements.

ORGANIZATION AND SIGNIFICANT 15

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2018
Fair Value Of Financial Instruments Abstract
Property and Equipment	Furniture and fixtures 5 years Computer and office equipment 5 years

FAIR VALUE OF FINANCIAL INSTR16

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)	6 Months Ended
	Jun. 30, 2018
Fair Value Of Financial Instruments
Fair Value, Assets Measured on Recurring Basis	Level 1 Level 2 Level 3 Derivative liability $ - $ - $ 1,843,062
Fair value on recurring basis significant unobservable	Fair Value January 1, 2018 Convertible Notes Change in fair Value Conversions Fair Value June 30, 2018 Derivative liability $ 1,243,788 $ 2,094,628 $ (329,726 ) $ 1,165,627 $ 1,843,062
Schedule of fair value measurement of liabilities	Exercise price $.15 - $.174 Expected Volatility 181% Expected Term 6 mos. Risk free interest rate 0.91 - 1.13% Expected dividends -

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	6 Months Ended
	Jun. 30, 2018
Notes Payable
Notes Payable	Summary Description of Notes Payable Amount Owed* Decathlon LLC - Senior Secured Note, due 9/30/18, interest at 15% $ 131,755 Finquest Capital Inc.- Secured Note, due 4/15/18, interest at 15% 45,144 Brajoscal, LLC - Secured Note, due 12/31/18 interest at 15% 40,000 Nottingham Securities Inc., monthly settlement payments 65,475 Note payable to individual investor, due 12/31/18, interest at 12% 128,770 Note payable to individual investor, due 12/31/18, interest at 12% 113,470 Greentree Financial Group, Inc., due 8/28/18 and 9/9/18 respectively, interest at 11% 140,250 L&H, Inc., due 8/28/18 and 9/9/18 respectively, interest at 11% 45,240 Crossover Capital Fund II LLC., due 8/17/2018 and 11/16/2018 respectively, interest at 12% 191,560 Power Up Lending Group, due 4/29/2019 and 6/26/2019 respectively, interest at 12% 130,913 Ignition Capital, LLC, due 11/30/2018, interest at 6% 102,333 2 PLUS 2, LLC, Inc., due 8/28/2018, interest at 11% 25,229 Note payable to individual investor, due 12/31/18, interest at 6% 20,000 Note payable to individual investor, monthly settlement payments 43,000 Note payable to individual investor, due 12/31/18, interest at 6% 1,824 Note payable to individual investor, due 3/9/19, interest at 12% 76,500 JSJ Investments, Inc., due 4/11/2019, interest 12% 76,968 Crown Bridge Partners, due 5/21/19, interest 10% 60,500 Peak One Opportunity Fund, due 6/5/2021, interest at 0% 75,000 LG Capital LLC, due 6/25/19, interest at 10% 100,000 Adair Bays LLC, due 6/25/19, interest at 10% 100,000 Intellicash GA, LLC, due 8/16/2018, interest at 18% 54,148 Note Payable to individual investors, due 5/25/2019 to 6/21/2019, interest at 0% 176,000 Note Payable to individual investor, due 10/2/19, interest at 12% 218,000 Note Payable to individual investor, due 10/2/19, interest at 12% 54,500 Note Payable to individual investor, due 10/25/19, interest at 12% 27,125 Note Payable to individual investor, due 10/29/19, interest at 12% 26,750 Note Payable to individual investor, due 1/5/20, interest at 12% 53,000 Note Payable to individual investor, due 3/9/20, interest at 12% 25,669 Note Payable to individual investor, due 3/9/20, interest at 12% 51,333 Note Payable to individual investor, due 3/13/20, interest at 12% 25,669 Note Payable to individual investor, due 4/2/20, interest at 12% 15,300 Note Payable to two individual investors, due 5/1/20, interest at 12% 38,507 Note payable to two principal officers, due on demand, interest at 6% 251,157 Total $ 2,731,089

CONVERTIBLE NOTES (Tables)

CONVERTIBLE NOTES (Tables)	6 Months Ended
	Jun. 30, 2018
Convertible Notes
Schedule of derivative liability beneficial conversion	Exercise price $.15 - $.174 Expected Volatility 181% Expected Term 6 mos. Risk free interest rate 0.91 - 1.13% Expected dividends -

STOCKHOLDERS' EQUITY (Tables)

STOCKHOLDERS' EQUITY (Tables)	6 Months Ended
	Jun. 30, 2018
Stockholders Equity
Schedule of Warrants to purchase	Number of Shares Exercise Price Weighted Average Exercise price Average Grant Date Fair value 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 Granted 1,136,000 0.01-0.30 0.07 0.07 Forfeited or cancelled (102,250 ) - Balance June 30, 2018 7,251,569 0.01-1.00 0.27 0.26

ORGANIZATION AND SIGNIFICANT 20

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details)	6 Months Ended
	Jun. 30, 2018
Furniture and Fixtures [Member]
Property and equipment	5 years
Computer and Office Equipment [Member]
Property and equipment	5 years

ORGANIZATION AND SIGNIFICANT 21

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	6 Months Ended	12 Months Ended
	Jun. 30, 2018Integershares	Dec. 31, 2017shares
State country name	Delaware
Date of incorporation	Feb. 24, 2010
No. of customers exceeding 10% of Company revenues | Integer	3
Anti-dilutive securities excluded from computation of earnings per share, amount | shares	9,424,069	9,988,069
Customer One [Member]
Revenue, percentage	14.00%
Customer Two [Member]
Revenue, percentage	15.00%
Customer Three [Member]
Revenue, percentage	19.00%
Minimum [Member]
Term of software licensing contracts	1 year
Maximum [Member]
Term of software licensing contracts	3 years

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Going Concern
Accumulated deficit	$ (20,233,711)	$ (18,521,865)
Working capital deficit	$ (3,300,000)

FAIR VALUE OF FINANCIAL INSTR23

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Derivative liability	$ 1,843,062	$ 1,243,788
Fair Value, Inputs, Level 1 [Member]
Derivative liability
Fair Value, Inputs, Level 2 [Member]
Derivative liability
Fair Value, Inputs, Level 3 [Member]
Derivative liability	$ 1,843,062	$ 1,843,062

FAIR VALUE OF FINANCIAL INSTR24

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 1)	6 Months Ended
	Jun. 30, 2018USD ($)
Fair Value Of Financial Instruments Details 1Abstract
Derivative liability, beginning	$ 1,243,788
Convertible Notes	2,094,628
Change in fair Value	(329,726)
Conversions	1,165,627
Derivative liability, ending	$ 1,843,062

FAIR VALUE OF FINANCIAL INSTR25

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 2)	6 Months Ended
	Jun. 30, 2018$ / shares
Expected Volatility	181.00%
Expected Term	6 months
Expected dividends	0.00%
Minimum [Member]
Exersice price	$ 0.15
Risk free interest rate	0.91%
Maximum [Member]
Exersice price	$ 0.174
Risk free interest rate	1.13%

NOTES PAYABLE (Details)

NOTES PAYABLE (Details)	Jun. 30, 2018USD ($)
Power Up Lending Group, Ltd [Member]
Notes payable	$ 130,913
Ignition Capital, LLC [Member]
Notes payable	102,333
2 PLUS 2, LLC [Member]
Notes payable	25,229
Decathlon [Member]
Notes payable	131,755	[1]
Finquest Capital [Member]
Notes payable	45,144
Brajoscal [Member]
Notes payable	40,000
Nottingham Securities [Member]
Notes payable	65,475
Individual Investor 1 [Member]
Notes payable	128,770
Individual Investor 2 [Member]
Notes payable	113,470
Greentree Financial Group [Member]
Notes payable	140,250
L&H Inc, [Member]
Notes payable	45,240
Crossover Capital Fund II LLC [Member]
Notes payable	191,560
Individual Investor 3 [Member]
Notes payable	20,000
Individual Investor 4 [Member]
Notes payable	43,000
Individual Investor 5 [Member]
Notes payable	1,824
Individual Investor 6 [Member]
Notes payable	76,500
JSJ Investments Inc, [Member]
Notes payable	76,968
Crown Bridge Partners [Member]
Notes payable	60,500
Peak One Opportunity Fund [Member]
Notes payable	75,000
LG Capital LLC [Member]
Notes payable	100,000
Adair Bays LLC [Member]
Notes payable	100,000
Intellicash GA, LLC [Member]
Notes payable	54,148
Individual Investor 7 [Member]
Notes payable	176,000
Individual Investor 8 [Member]
Notes payable	218,000
Individual Investor 9 [Member]
Notes payable	54,500
Individual Investor 10 [Member]
Notes payable	27,125
Individual Investor 11 [Member]
Notes payable	26,750
Individual Investor 12 [Member]
Notes payable	53,000
Individual Investor 13 [Member]
Notes payable	25,669
Individual Investor 14 [Member]
Notes payable	51,333
Individual Investor 15 [Member]
Notes payable	25,669
Individual Investor 16 [Member]
Notes payable	15,300
Individual Investor 17 [Member]
Notes payable	38,507
Two Principal Officers [Member]
Notes payable	251,157
Notes Payable [Member]
Notes payable	$ 2,731,089
[1]	Includes accrued interest and excludes discounts on convertible notes payables in the amount of $1,444,742 for derivative securities.

NOTES PAYABLE (Details) (Parent

NOTES PAYABLE (Details) (Parenthetical)	6 Months Ended
	Jun. 30, 2018
Power Up Lending Group, Ltd [Member]
Note payable due date	Apr. 29, 2019
Interest rate	12.00%
Power Up Lending Group, Ltd One [Member]
Note payable due date	Jun. 26, 2019
Interest rate	12.00%
Ignition Capital, LLC [Member]
Note payable due date	Nov. 30, 2018
Interest rate	6.00%
2 PLUS 2, LLC [Member]
Note payable due date	Aug. 28, 2018
Interest rate	11.00%
Decathlon [Member]
Note payable due date	Sep. 30, 2018
Interest rate	15.00%
Finquest Capital [Member]
Note payable due date	Apr. 15, 2018
Interest rate	15.00%
Brajoscal [Member]
Note payable due date	Dec. 31, 2018
Interest rate	18.00%
Individual Investor 1 [Member]
Note payable due date	Dec. 31, 2018
Interest rate	12.00%
Individual Investor 2 [Member]
Note payable due date	Dec. 31, 2018
Interest rate	12.00%
Greentree Financial Group [Member]
Note payable due date	Aug. 28, 2018
Interest rate	11.00%
Greentree Financial Group One [Member]
Note payable due date	Sep. 9, 2018
Interest rate	11.00%
L&H Inc, [Member]
Note payable due date	Aug. 28, 2018
Interest rate	11.00%
L&H Inc, One [Member]
Note payable due date	Sep. 9, 2018
Interest rate	11.00%
Crossover Capital Fund II LLC [Member]
Note payable due date	Aug. 17, 2018
Interest rate	12.00%
Crossover Capital Fund II LLC One [Member]
Note payable due date	Nov. 16, 2018
Interest rate	12.00%
Individual Investor 3 [Member]
Note payable due date	Dec. 31, 2018
Interest rate	6.00%
Individual Investor 5 [Member]
Note payable due date	Dec. 31, 2018
Interest rate	6.00%
Individual Investor 6 [Member]
Note payable due date	Mar. 9, 2019
Interest rate	12.00%
JSJ Investments Inc, [Member]
Note payable due date	Apr. 11, 2019
Interest rate	12.00%
Crown Bridge Partners [Member]
Note payable due date	May 21, 2019
Interest rate	10.00%
Peak One Opportunity Fund [Member]
Note payable due date	Jun. 5, 2021
Interest rate	0.00%
LG Capital LLC [Member]
Note payable due date	Jun. 25, 2019
Interest rate	10.00%
Adair Bays LLC [Member]
Note payable due date	Jun. 25, 2019
Interest rate	10.00%
Intellicash GA, LLC [Member]
Note payable due date	Aug. 16, 2018
Interest rate	18.00%
Individual Investor 7 [Member]
Note payable due date	May 25, 2019
Interest rate	0.00%
Individual Investor 7 One [Member]
Note payable due date	May 25, 2019
Interest rate	0.00%
Individual Investor 8 [Member]
Note payable due date	Oct. 2, 2019
Interest rate	12.00%
Individual Investor 9 [Member]
Note payable due date	Oct. 2, 2019
Interest rate	12.00%
Individual Investor 10 [Member]
Note payable due date	Oct. 25, 2019
Interest rate	12.00%
Individual Investor 11 [Member]
Note payable due date	Oct. 29, 2019
Interest rate	12.00%
Individual Investor 12 [Member]
Note payable due date	Jan. 5, 2020
Interest rate	12.00%
Individual Investor 13 [Member]
Note payable due date	Mar. 9, 2020
Interest rate	12.00%
Individual Investor 14 [Member]
Note payable due date	Mar. 9, 2020
Interest rate	12.00%
Individual Investor 15 [Member]
Note payable due date	Mar. 13, 2020
Interest rate	12.00%
Individual Investor 16 [Member]
Note payable due date	Apr. 2, 2020
Interest rate	12.00%
Individual Investor 17 [Member]
Note payable due date	May 1, 2020
Interest rate	12.00%
Two Principal Officers [Member]
Interest rate	6.00%

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - Notes Payable [Member]	Jun. 30, 2018USD ($)
Notes payable	$ 2,731,089
Convertible notes payables	$ 1,444,742

CONVERTIBLE NOTES (Details)

CONVERTIBLE NOTES (Details)	6 Months Ended
	Jun. 30, 2018$ / shares
Expected Volatility	181.00%
Expected Term	6 months
Expected dividends	0.00%
Minimum [Member]
Exercise price	$ 0.15
Risk free interest rate	0.91%
Maximum [Member]
Exercise price	$ 0.174
Risk free interest rate	1.13%

CONVERTIBLE NOTE (Details Narra

CONVERTIBLE NOTE (Details Narrative)	1 Months Ended						3 Months Ended		6 Months Ended
	Jun. 30, 2018USD ($)Integer$ / sharesshares	May 31, 2018USD ($)	Apr. 30, 2018USD ($)	Mar. 31, 2018USD ($)	Feb. 28, 2018USD ($)$ / shares	Jan. 31, 2018USD ($)$ / shares	Jun. 30, 2018USD ($)Integer$ / sharesshares	Jun. 30, 2017USD ($)	Jun. 30, 2018USD ($)Integer$ / sharesshares	Jun. 30, 2017USD ($)	Dec. 31, 2017USD ($)
Original Issue Discounts							$ (32,500)	$ 0	$ (65,000)	$ 0
Interest expense									562,933
Derivative Liability	$ 1,843,062						1,843,062		1,843,062		$ 1,243,788
Long-Term Convertible Notes [Member]
Convertible debt	$ 75,000			$ 63,000	$ 150,000	$ 63,000	75,000		75,000
Legal fees and commission				$ 3,000	$ 18,000	$ 3,000
Maturity date	Jun. 5, 2021			Jun. 26, 2019		Dec. 31, 2018
Interest rate	0.00%			12.00%	12.00%	12.00%
Debt conversion price percent						42.00%
Lowest trading days	10 days			10 days	10 days	10 days
Conversion price | $ / shares					$ 0.20
Debt Conversion description	convertible into our common stock at a conversion price equal to 55% of the lowest trading prices for the 10 trading days prior to conversion.			convertible into our common stock at a conversion price equal to 42% of the average of the lowest trading prices for the 10 trading days prior to conversion
Chief Executive Officer [Member]
Convertible debt	$ 26,125						26,125		$ 26,125
Interest rate									6.00%
Convertible Note [Member]
Original Issue Discounts									$ 65,000
Convertible debt	1,336,125						1,336,125		1,336,125
Legal fees and commission									37,900
Short-term debt	906,000						906,000		906,000
Long-term debt	$ 404,000						$ 404,000		$ 404,000
Convertible Note [Member] | Broker-dealer [Member]
Number of warrant purchase | shares	53,000						53,000		53,000
Warrant exercise price | $ / shares	$ 0.01						$ 0.01		$ 0.01
Warrant term									3 years
Convertible Note [Member] | Investor [Member]
Number of warrant purchase | shares	53,000						53,000		53,000
Warrant exercise price | $ / shares	$ 0.01						$ 0.01		$ 0.01
Warrant term									3 years
Convertible Note [Member] | Private Placement [Member] | April and May 2018 [Member]
Convertible debt	$ 53,000						$ 53,000		$ 53,000
Interest rate									12.00%
Debt Conversion description									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.
Number of invester | Integer	4						4		4
Convertible note purchase amount under private placement									$ 25,000
Short-Term Convertible Notes [Member]
Convertible debt	$ 200,000	$ 135,000	$ 75,000		$ 250,000	$ 50,000	$ 200,000		$ 200,000
Legal fees and commission		$ 3,000	$ 2,000		$ 3,000
Maturity date			Apr. 11, 2019			Dec. 31, 2018
Interest rate			12.00%			12.00%
Debt conversion price percent		55.00%	42.50%
Lowest trading days		10 days	10 days						10 days
Conversion price | $ / shares	$ 0.16					$ 0.15	$ 0.16		$ 0.16
Debt Conversion description					Common stock at conversion prices varying from 50-55% of the average of the lowest trading prices for the 10 trading days prior to conversion				Convertible Notes to accredited investors convertible into our common stock at conversion prices at $0.16 per share and after six months, 55% of the lowest trading price for the 10 trading days prior to conversion
Short-Term Convertible Notes [Member] | Investor [Member]
Convertible debt	$ 176,000						$ 176,000		$ 176,000
Conversion price | $ / shares	$ 0.10						$ 0.10		$ 0.10
Number of warrant purchase | shares	480,000						480,000		480,000
Warrant exercise price | $ / shares	$ 0.20						$ 0.20		$ 0.20
Short-Term Convertible Notes [Member] | Chief Executive Officer [Member]
Convertible debt						$ 20,000
Interest rate						6.00%
Short-Term Convertible Notes Two [Member]
Convertible debt	$ 100,000	$ 60,000			$ 100,000		$ 100,000		$ 100,000
Legal fees and commission									$ 10,000
Maturity date		May 21, 2019			Nov. 16, 2018				Jun. 27, 2019
Interest rate		10.00%			11.00%				10.00%
Short-Term Convertible Notes One [Member]
Convertible debt	$ 100,000	$ 75,000			$ 150,000		$ 100,000		$ 100,000
Maturity date		May 9, 2019			Aug. 28, 2018				Jun. 25, 2019
Interest rate		12.00%			11.00%				10.00%

STOCKHOLDERS' EQUITY (Details)

STOCKHOLDERS' EQUITY (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Number of Shares
Beginning Balance	6,217,819	4,206,444
Granted	1,136,000	2,652,097
Forfeited or cancelled	(102,250)	(640,722)
Ending Balance	7,251,569	6,217,819
Exercise Price
Forfeited or cancelled
Weighted Average Exercise price
Granted	0.07	0.40
Ending Balance	0.27
Average Grant Date Fair value
Granted	0.07	0.39
Ending Balance	0.26
Minimum [Member]
Exercise Price
Granted	0.01	0.15
Ending Balance	0.01
Maximum [Member]
Exercise Price
Granted	0.30	$ 0.40
Ending Balance	$ 1

STOCKHOLDERS' EQUITY (Details N

STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)	1 Months Ended			3 Months Ended		6 Months Ended
	Jun. 30, 2018	Apr. 30, 2018	Feb. 28, 2018	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2018	Feb. 28, 2019	Nov. 30, 2018	Aug. 31, 2018	May 31, 2018	Dec. 31, 2017
Preferred stock, shares authorized	20,000,000			20,000,000		20,000,000					20,000,000
Preferred stock, par value	$ 0.0001			$ 0.0001		$ 0.0001					$ 0.0001
Preferred stock, shares issued	0			0		0					0
Preferred stock, shares outstanding	0			0		0					0
Common stock, shares authorized	500,000,000			500,000,000		500,000,000					500,000,000
Common stock, par value	$ 0.0001			$ 0.0001		$ 0.0001					$ 0.0001
Common stock, shares issued	53,890,129			53,890,129		53,890,129					45,935,369
Common stock, shares outstanding	53,890,129			53,890,129		53,890,129					45,935,369
Class of Warrant or Right, Outstanding	686,000			686,000	450,000	686,000
Common stock warrants value	$ 82,407			$ 82,407	$ 84,875	$ 82,407
Convertible Note [Member]
Unregistered common stock, Shares		660,000
Unregistered common stock to convert debt, value		$ 47,248
Convertible Note [Member] | January-March 2018 [Member]
Unregistered common stock, Shares						2,012,957
Unregistered common stock to convert debt, value						$ 130,433
Board of Directors [Member]
Common stock shares vested quarterly							62,500	62,500	62,500	62,500
John Bode [Member]
Unvested shares of common stock			250,000
Former Chief Technology Officer [Member]
Unregistered common stock, Shares	500,000
Unregistered common stock, Amount	$ 80,000
Shareholder communications services [Member] | In January--February 2018 [Member]
Unregistered common stock, Shares						800,000
Unregistered common stock, Amount						$ 134,000
Investor Two [Member] | Private Placement [Member]
Warrant Exercise Price	$ .01			$ .01	$ 0.01	$ .01
Warrant Contractual Term				3 years	3 years
Granted warrants shares	106,000			106,000	200,000	106,000
Convertible note purchase	$ 53,000			$ 53,000	$ 100,000	$ 53,000
Warrants issued to note holders	53,000			53,000	100,000	53,000
Warrants issued to placement agent	53,000			53,000	100,000	53,000
Investor One [Member]
Warrant Exercise Price	$ .20			$ .20	$ 0.01	$ .20
Warrant Contractual Term				3 years	3 years
Granted warrants shares	480,000			480,000	150,000	480,000
Convertible note purchase	$ 176,000			$ 176,000	$ 150,000	$ 176,000
Investor [Member]
Warrant Exercise Price	$ .135			$ .135	$ 0.30	$ .135
Warrant Contractual Term				2 years	5 years
Granted warrants shares	100,000			100,000	100,000	100,000
Convertible note purchase	$ 75,000			$ 75,000	$ 100,000	$ 75,000
Three Consultants [Member] | Shareholder communications services [Member] | April-May 2018 [Member]
Unregistered common stock, Shares						779,960
Unregistered common stock, Amount						$ 109,770
Three Holders [Member] | Convertible Note [Member] | April-June 2018 [Member]
Unregistered common stock, Shares						3,861,843
Unregistered common stock to convert debt, value						$ 256,086

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended		6 Months Ended
	Feb. 28, 2018	Jan. 31, 2018	Jun. 30, 2018	Jun. 30, 2017
Proceeds from related party notes			$ 26,125	$ 14,300
Director [Member]
Stock option grant shares	250,000
Michael Brown [Member]
Notes payable for unpaid past salary compensation			$ 107,536
Common stock conversion price			$ 0.30
Interest rate			6.00%
Garry Lowenthal [Member]
Notes payable for unpaid past salary compensation			$ 134,862
Common stock conversion price			$ 0.30
Interest rate			6.00%
Chief Executive Officer [Member]
Proceeds from related party notes		$ 20,000
Interest rate		6.00%

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($)	Aug. 03, 2018	Aug. 31, 2018	Jul. 31, 2018
Convertible Promissory Note One [Member] | Accredited Investor [Member]
Convertible notes issued			$ 275,000
Conversion price description			conversion price equal to 50% of the lowest trading price during the 10-day period ending on the latest complete trading day prior to the conversion date.
Interest rate			8.00%
Maturity date			Apr. 19, 2019
Convertible Promissory Note [Member] | Accredited Investor [Member]
Convertible notes issued			$ 103,000
Conversion price description			conversion price equal to 58% of the average of the lowest trading price during the 10-day period ending on the latest complete trading day prior to the conversion date.
Interest rate			12.00%
Maturity date			Oct. 12, 2019
Shareholder communications services [Member]
Unregistered common stock, Shares		2,187,143
Unregistered common stock to convert debt, value		$ 356,518
Merger Agreement [Member] | Continuity Logic LLC [Member]
Conversion price description	Continuity Logic becoming a wholly owned subsidiary of the Company and the owners of Continuity Logic would own slightly less than 50% of the common stock of the Company upon completion of the merger.