Grom Social Enterprises (GROM) 10-K 17 Apr 18 2017 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2017	Apr. 16, 2018	Jun. 30, 2017
Document And Entity Information
Entity Registrant Name	Grom Social Enterprises, Inc.
Entity Central Index Key	1,662,574
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 Public Float			$ 4,300,293
Entity Common Stock, Shares Outstanding		126,066,419
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,017

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current Assets
Cash and cash equivalents	$ 436,869	$ 443,494
Accounts receivable, net	445,388	550,145
Inventory	426,998	390,931
Prepaid expenses and other current assets	1,035,379	142,208
Total current assets	2,344,634	1,526,778
Investment in subsidiary companies	0	0
Accounts receivable, net - noncurrent	0	0
Property and equipment, net	849,893	559,538
Goodwill	8,800,761	8,104,056
Intangible assets, net	6,768,857	6,583,661
Related party receivables	0	0
Deferred tax assets, net - noncurrent	201,290	165,901
Other assets	81,345	45,704
Total assets	19,046,780	16,985,638
Current Liabilities
Accounts payable	882,504	771,870
Accrued liabilities	1,592,726	1,149,672
Advanced payments and deferred revenues	1,184,624	347,162
Related party payables	2,076,640	2,119,263
Convertible debentures, current portion	75,000	0
Income taxes payable	46,963	30,137
Total current liabilities	5,858,475	4,418,104
Convertible debentures, net of loan discounts	1,463,273	188,317
Senior secured promissory notes, net of loan discounts	3,953,661	3,762,961
Contingent purchase consideration	429,000	1,931,707
Other noncurrent liabilities	237,495	239,719
Total liabilities	11,941,886	10,540,808
Commitments and contingencies
Stockholders' Equity
Preferred stock, $0.001 par value. 10,000,000 shares authorized; zero shares issued and outstanding	0	0
Common stock, $0.001 par value. 200,000,000 shares authorized; 124,273,548 and 101,452,789 shares issued and outstanding as of December 31, 2017 and 2016, respectively	124,274	101,454
Additional paid-in capital	47,901,532	41,195,941
Accumulated earnings (deficit)	(40,843,568)	(34,797,909)
Accumulated other comprehensive income	(77,344)	(54,656)
Total stockholders' equity	7,104,894	6,444,830
Total liabilities and equity	$ 19,046,780	$ 16,985,638

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Common stock, par value	$ .001	$ .001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	124,273,548	101,452,789
Common stock, shares outstanding	124,273,548	101,452,789
Preferred stock, par value	$ .001	$ .001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Statement [Abstract]
Sales	$ 7,692,927	$ 3,815,469
Cost of good sold	4,248,372	2,520,333
Gross margin	3,444,555	1,295,136
Operating expenses:
Depreciation and amortization	1,138,583	354,446
Selling and marketing	279,586	266,018
General and administrative	4,302,869	2,772,257
Professional fees	1,809,571	1,379,592
Stock based compensation	2,658,633	8,080,998
Total operating expenses	10,189,242	12,853,311
Income (loss) from operations	(6,744,687)	(11,558,175)
Other income (expense)
Interest income (expense), net	(659,293)	(1,174,176)
Other gains (losses)	1,392,017	2,091,629
Total other income (expense)	732,724	917,453
Income (loss) before income taxes	(6,011,963)	(10,640,722)
Provision for income taxes (benefit)	33,696	72,436
Net income (loss)	$ (6,045,659)	$ (10,713,158)
Basic and diluted earnings (loss) per common share	$ (0.06)	$ (0.12)
Weighted average number of shares outstanding - basic and diluted	109,580,784	91,556,827
Comprehensive loss:
Net income (loss)	$ (6,045,659)	$ (10,713,158)
Foreign currency translation adjustment	(22,688)	(54,656)
Comprehensive income (loss)	$ (6,068,348)	$ (10,767,814)

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' Equity - USD ($)	Preferred Stock	Common Stock	Additional Paid-In Capital	Retained Earnings / Accumulated Deficit	Other Comprehensive Income / Loss	Total
Beginning balance, shares at Dec. 31, 2015	0	82,419,779
Beginning balance, value at Dec. 31, 2015	$ 0	$ 82,420	$ 23,133,298	$ (24,084,751)	$ 0	$ (869,033)
Net income (loss)				(10,713,158)		(10,713,158)
Change in foreign currency translation					(54,656)	(54,656)
Issuance of common stock in connection with sales made under private offerings, shares		436,987
Issuance of common stock in connection with sales made under private offerings, value		$ 437	339,639			340,076
Issuance of common stock in connection with the exercise of common stock purchase warrants, shares		5,216,670
Issuance of common stock in connection with the exercise of common stock purchase warrants, value		$ 5,217	1,245,783			1,251,000
Issuance of common stock in exchange for consulting, professional and other services, shares		543,030
Issuance of common stock in exchange for consulting, professional and other services, value		$ 543	342,682			343,225
Issuance of common stock in lieu of cash for loans payable and other accrued obligations, shares		541,250
Issuance of common stock in lieu of cash for loans payable and other accrued obligations, value		$ 521	149,479			150,000
Issuance of common stock in connection with the issuance of convertible debenture(s), shares		884,244
Issuance of common stock in connection with the issuance of convertible debenture(s), value		$ 884	666,448			667,332
Issuance of common stock in connection with the amendment of terms of promissory note(s), shares		41,700
Issuance of common stock in connection with the amendment of terms of promissory note(s), value		$ 42	32,458			32,500
Issuance of common stock in connection with the acquisition of a business, shares		7,408,701
Issuance of common stock in connection with the acquisition of a business, value		$ 7,409	4,265,091			4,272,500
Issuance of common stock in connection with the acquisition of certain intangible assets, shares		208,500
Issuance of common stock in connection with the acquisition of certain intangible assets, value		$ 209	162,291			162,500
Conversion of convertible debentures and accrued interest into common stock, shares		3,771,928
Conversion of convertible debentures and accrued interest into common stock, value		$ 3,772	2,709,857			2,713,629
Recognition of beneficial conversion features related to convertible debentures			67,917			67,917
Stock based compensation expense related to stock options			8,080,998			8,080,998
Ending balance, shares at Dec. 31, 2016	0	101,452,789
Ending balance, value at Dec. 31, 2016	$ 0	$ 101,454	41,195,941	(34,797,909)	(54,656)	6,444,830
Beginning balance, shares at Dec. 31, 2015	0	82,419,779
Beginning balance, value at Dec. 31, 2015	$ 0	$ 82,420	23,133,298	(24,084,751)	0	(869,033)
Ending balance, shares at Dec. 31, 2017	0	124,273,548
Ending balance, value at Dec. 31, 2017	$ 0	$ 124,274	47,901,532	(40,843,568)	(77,344)	7,104,894
Beginning balance, shares at Dec. 31, 2016	0	101,452,789
Beginning balance, value at Dec. 31, 2016	$ 0	$ 101,454	41,195,941	(34,797,909)	(54,656)	6,444,830
Net income (loss)				(6,045,659)		(6,045,659)
Change in foreign currency translation					(22,688)	(22,688)
Issuance of common stock in connection with the exercise of common stock purchase warrants, shares		6,530,220
Issuance of common stock in connection with the exercise of common stock purchase warrants, value		$ 6,530	1,559,470			1,566,000
Issuance of common stock as compensation to employees, officers and/or directors, shares		1,156,931
Issuance of common stock as compensation to employees, officers and/or directors, value		$ 1,157	834,068			835,225
Issuance of common stock in exchange for consulting, professional and other services, shares		3,264,965
Issuance of common stock in exchange for consulting, professional and other services, value		$ 3,265	1,889,470			1,892,735
Issuance of common stock in lieu of cash for loans payable and other accrued obligations, shares		1,045,870
Issuance of common stock in lieu of cash for loans payable and other accrued obligations, value		$ 1,046	531,954			533,000
Issuance of common stock in connection with the issuance of convertible debenture(s), shares		150,305
Issuance of common stock in connection with the issuance of convertible debenture(s), value		$ 150	78,172			78,322
Issuance of common stock in connection with the acquisition of a business, shares		300,000
Issuance of common stock in connection with the acquisition of a business, value		$ 300	146,700			147,000
Issuance of common stock in connection with the acquisition of certain intangible assets, shares		83,400
Issuance of common stock in connection with the acquisition of certain intangible assets, value		$ 83	59,917			60,000
Conversion of convertible debentures and accrued interest into common stock, shares		24,324
Conversion of convertible debentures and accrued interest into common stock, value		$ 24	17,475			17,499
Recapitalization, shares		10,264,744
Recapitalization, value		$ 10,265	(235,043)			(224,778)
Recognition of beneficial conversion features related to convertible debentures			1,823,408			1,823,408
Ending balance, shares at Dec. 31, 2017	0	124,273,548
Ending balance, value at Dec. 31, 2017	$ 0	$ 124,274	$ 47,901,532	$ (40,843,568)	$ (77,344)	$ 7,104,894

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Cash flows from operating activities of continuing operations:
Net income (loss)	$ (6,045,659)	$ (10,713,158)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization	1,364,740	489,659
Amortization of debt discount	195,877	770,576
Common stock issued for financing costs	17,499	32,500
Common stock issued in exchange for fees and services	1,199,785	343,225
Deferred taxes	(35,389)	14,834
Earnout consideration realized in connection with acquisition of a business	362,500	0
Stock based compensation	2,658,633	8,080,998
Unrealized (gain) loss on change in fair value of contingent consideration	(1,502,707)	(2,055,895)
Changes in operating assets and liabilities:
Accounts receivable	104,758	143,261
Inventory	(36,068)	(40,162)
Prepaid expenses and other current assets	(232,720)	2,670
Other assets	(35,641)	3,608
Accounts payable	(89,246)	751,404
Accrued liabilities	74,619	113,646
Advanced payments and deferred revenues	315,728	(350,591)
Income taxes payable and other noncurrent liabilities	14,602	15,226
Related party payables	258,674	1,849,451
Net cash provided by (used in) operating activities	(1,410,015)	(548,748)
Cash flows from investing activities:
Cash consideration for acquisition of business	0	(3,500,000)
Cash acquired in acquisition of business	182	1,024,424
Purchase of fixed assets	(562,504)	(256,771)
Purchase of intangible assets	0	(20,521)
Net cash provided by (used in) investing activities	(562,322)	(2,752,868)
Cash flows from financing activities:
Proceeds from issuance of common stock, net of issuance costs	0	340,076
Proceeds from exercise of common stock purchase warrants, net of issuance costs	1,566,000	1,251,000
Proceeds from issuance of convertible debentures	541,100	2,705,600
Proceeds from issuance of senior, secured promissory notes	32,000	0
Repayments of convertible debentures	(150,000)	0
Repayments of loans payable	0	(500,000)
Net cash provided by (used in) financing activities	1,989,100	3,796,676
Effect of exchange rates on cash and cash equivalents	(23,388)	(54,656)
Net increase (decrease) in cash and cash equivalents	(6,625)	440,404
Cash and cash equivalents at beginning of period	443,494	3,090
Cash and cash equivalents at end of period	436,869	443,494
Supplemental disclosure of cash flow information:
Cash paid for interest	0	0
Cash paid for income taxes	0	0
Supplemental disclosure of non-cash investing and financing activities:
Common stock issued related to acquisition of business	147,000	4,240,000
Common stock issued with letter of intent to acquire a business	0	32,500
Common stock issued related to acquisition of intangible assets	60,000	162,500
Common stock issued for financing costs incurred in connection with convertible and promissory notes	78,321	667,332
Common stock issued in connection with long term service contracts	692,950	0
Common stock issued to reduce convertible and promissory notes payable	500,000	0
Common stock issued to reduce accounts payable and other accrued liabilities	33,000	150,000
Contingent purchase consideration	0	3,987,602
Conversion of convertible debentures and accrued interest into common stock	0	2,713,629
Debt issued related to acquisition of a business	1,000,000	4,500,000
Discount for beneficial conversion features on convertible debentures	60,123	67,917
Discount for fair value adjustment on promissory notes	$ 0	$ 309,049

1. Nature of Operations

1. Nature of Operations	12 Months Ended
	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations	Effective August 17, 2017 (the “Effective Date”), Grom Social Enterprises, Inc. (the “Company”, “Grom” “we”, “us” or “our”) a Florida corporation f/k/a Illumination America, Inc. (“Illumination”), consummated the acquisition of Grom Holdings, Inc. (“Grom Holdings”). Pursuant to the terms of the Share Exchange Agreement (“Share Exchange”) that was entered into on May 15, 2017, the Company amended its Articles of Incorporation to increase its authorized capital to 200,000,000 shares of common stock, as well as to change its name to “Grom Social Enterprises, Inc.” On the Effective Date, the Company issued an aggregate of 110,853,883 shares of its common stock to the Grom Holdings shareholders, pro rata to their respective ownership percentage. Each share of Grom Holdings was exchanged for 4.17 shares of Illumination common stock. As a result, the stockholders of Grom Holdings are now stockholders of the Company and own approximately 92% of the Company’s issued and outstanding shares of common stock. As a result of the acquisition of Grom Holdings, Inc. the Company now operates its business through five wholly-owned subsidiaries, including: · Grom Social, Inc. (“Grom Social”) incorporated in the State of Florida in March 2012, which operates the Company’s social media network designed for children; · TD Holdings Limited (“TD Holdings”), which was acquired in July 2016, is incorporated in Hong Kong. Its operations are conducted through its subsidiary companies, Top Draw Animation Hong Kong Limited (“TDAHK”) and Top Draw Animation, Inc. (“Top Draw”, or “TDA”). The group’s principal activities, based in Manila, Philippines, are the production of animated films; · Grom Educational Services Inc. (“GES”), formed in February 2017, is a Florida corporation through which the Company operates its NetSpective Web Filtering services that is provided to schools and libraries; · Grom Nutritional Services (“GNS”), is a Florida corporation formed in April 2017 through which the Company intends to market and distribute four flavors of a nutritional supplement to children; and · Illumination America Lighting (“IAL”), which operates the LED business that was formerly Illumination America, Inc.’s principal business prior to the Grom Holdings acquisition. Retroactive Application of the Share Exchange Ratio All references to Common Share totals or values in this Form 10-Q, unless otherwise stated, have been adjusted, retroactively, to reflect the Share Exchange ratio of 4.17 as of August 17, 2017.

2. Summary of Significant Accou

2. Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these financial statements. On a consolidated basis, the Company has incurred significant operating losses since inception. Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Historically, the Company has raised capital through private placements, convertible debentures and officer loans as an interim measure to finance working capital needs and may continue to raise additional capital through sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to so until its consolidated operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible. Basis of Presentation The Company deemed the transfer of net assets pursuant to the Share Exchange Agreement to be a reverse acquisition in accordance with FASB ASC 805-40, "Reverse Acquisitions" The consolidated financial statements of the Company have been prepared in accordance with GAAP and are expressed in United States dollars. For the year ended December 31, 2017, the consolidated financial statements include the accounts of the Company; and its wholly-owned subsidiaries Grom Social, TD Holdings, GES, GNS and Illumination America Lighting. TD Holdings was acquired on July 1, 2016; and GES was formed in January 2017 to house the NetSpective WebFiltering assets and business which was acquired on January 1, 2017. GNS which was formed in April 2017, had not recorded any activity through the date of this Annual Report. All intercompany accounts and transactions are eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of 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. The most significant estimates relate to revenue recognition, valuation of accounts receivable and inventories, purchase price allocation of acquired businesses, impairment of long lived assets and goodwill, valuation of financial instruments, income taxes, and contingencies. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. Revenue Recognition Revenue from the production of animated films is recognized based upon substantial completion and delivery of the Company’s produced animated films on a per episodic basis. Substantial means that the animated films are 100% complete and is usually termed as a “first take”. In certain animation contracts, a certain percentage of the total contract price are withheld by the Company’s client for possible retakes and rejects over the finished products and are not recognized as revenue. A certain percentage of the episode price is required in advance as a down payment upon every inception of the animation of an episode and is initially recorded by the Company as deferred revenue. Revenue is measured by reference to the fair value of consideration received or receivable by the Company for services provided, excluding value-added tax (VAT), if any, and trade discounts. Cost and expenses are recognized in the consolidated statements of comprehensive income upon utilization of the service or at the date they are incurred. Revenue from subscription sales are recognized on a pro-rata basis over the subscription period. Typically, a subscriber purchases computer hardware and a service license for a period of use between one year to five years for software and support. The subscriber is billed in full at the time of the sale. The Company immediately recognizes any revenue attributable to the computer hardware as it is non-refundable. The advanced billing for software and service is initially recorded as deferred revenue and subsequently recognized as revenue evenly throughout the subscription period. Fair Value Measurements The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1 Level 2 Level 3 Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2017 and December 31, 2016. The Company uses the market approach to measure fair value for its Level 1 financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The respective carrying value of certain balance sheet financial instruments approximates its fair value. These financial instruments include cash, trade receivables, related party payables, accounts payable, accrued liabilities and short-term borrowings. Fair values were estimated to approximate carrying values for these financial instruments since they are short term in nature and they are receivable or payable on demand. The estimated fair value of assets and liabilities acquired in business combinations and reporting units and long-lived assets used in the related asset impairment tests utilize inputs classified as Level 3 in the fair value hierarchy. The Company determines the fair value of contingent consideration based on a probability-weighted discounted cash flow analysis. The fair value remeasurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in the fair value hierarchy. In each period, the Company reassesses its current estimates of performance relative to the stated targets and adjusts the liability to fair value. Any such adjustments are included as a component of Other Income (Expense) in the Consolidated Statements of Operations and Comprehensive Loss. The following table summarizes the change in the Company’s financial assets and liabilities measured at fair value as of December 31, 2017 and December 31, 2016. Level 1 Level 2 Level 3 Earnout liability $ – $ – $ 429,000 The following table summarizes the change in the Company’s financial assets and liabilities measured at fair value as of December 31, 2017 and December 31, 2016 Fair value, January 1, 2016 $ – Fair value of contingent consideration issued during the period 3,987,602 Change in fair value (2,055,895 ) Fair value, December 31, 2016 1,931,707 Fair value of contingent consideration issued during the period 362,500 Change in fair value (1,865,207 ) Fair value, December 31, 2017 $ 429,000 Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. Terms of convertible and other promissory notes are reviewed to determine whether they contain embedded derivative instruments that are required to be accounted for separately from the host contract and recorded on the balance sheet at fair value. The fair value of derivative liabilities is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results. Beneficial Conversion Features In accordance with FASB ASC 470-20, “Debt with Conversion and Other Options” the Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt or preferred stock instruments that have conversion features at fixed rates that are in-the-money when issued. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The intrinsic value is generally calculated at the commitment date as the difference between the conversion price and the fair value of the common stock or other securities into which the security is convertible, multiplied by the number of shares into which the security is convertible. If certain other securities are issued with the convertible security, the proceeds are allocated among the different components. The portion of the proceeds allocated to the convertible security is divided by the contractual number of the conversion shares to determine the effective conversion price, which is used to measure the BCF. The effective conversion price is used to compute the intrinsic value. The value of the BCF is limited to the basis that is initially allocated to the convertible security. Stock Purchase Warrants The Company accounts for warrants issued to purchase shares of its common stock as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity. Cash and cash equivalents The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consist of cash on deposit with banks and money market funds, the fair value of which approximates cost. The Company maintains its cash balances with a high-credit-quality financial institution. At times, such cash may be more than the Federal Deposit Insurance Corporation-insured limit of $250,000. The Company has not experienced any losses in such accounts, and management believes the Company is not exposed to any significant credit risk on its cash and cash equivalents. Accounts receivable Accounts receivable are customer obligations due under normal trade terms which are recorded at net realizable value. The Company establishes an allowance for doubtful accounts based on management’s assessment of the collectability of trade receivables. A considerable amount of judgment is required in assessing the amount of the allowance. The Company makes judgments about the creditworthiness of each customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future. If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance will be required. Recovery of bad debt amounts previously written off is recorded as a reduction of bad debt expense in the period the payment is collected. If the Company’s actual collection experience changes, revisions to its allowance may be required. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Inventory Materials are recorded at cost, determined using the first-in, first-out method. Work-in-process inventories are valued at the actual cost incurred for a specific project. The cost of work-in-process includes materials, direct labor, other direct costs and related production overheads. Inventories are measured at the lower of cost or net realizable value. Historically, costs are generally lower in the case of the Company’s inventories since all animation projects are contract based with guaranteed payments from its customers. Materials-in-transit, if any, are stated at invoice cost plus any importation or other incidental charges. A provision for inventory obsolescence or slow-moving inventory is set-up, if necessary, based on a review of the movement and current condition of raw materials. The Company does not believe that any obsolescence is exists on finished work in process. In the event of a dispute with a client regarding quality or specifications, the Company may incur additional costs because of retakes and editing to achieve customer satisfaction. The Company believes that no reserve for obsolete inventory is necessary as of December 31, 2017 and December 31, 2016. Property and equipment Property and equipment are stated at cost or fair value if acquired as part of a business combination. Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred. The carrying amount and accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss is included in results of operations. The estimated useful lives of property and equipment are as follows: Computers, software and office equipment 1 – 5 years Machinery and equipment 3 – 5 years Vehicles 5 years Furniture and fixtures 5 – 10 years Leasehold improvements Lesser of lease term or estimated useful life Construction in process is not depreciated until the construction is completed and the asset is placed into service. Goodwill and Intangible Assets Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisitions is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist of customer relationships and non-compete agreements. Their useful lives range from 1.5 to 10 years. The Company’s indefinite-lived intangible assets consist of trade names. Goodwill and indefinite-lived assets are not amortized but are subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing is a two-step process performed at the reporting unit level. Step one compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then the second step must be completed to measure the amount of impairment, if any. Step two calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the fair value of the reporting unit as calculated in step one. In this step, the fair value of the reporting unit is allocated to all of the reporting unit’s assets and liabilities in a hypothetical purchase price allocation as if the reporting unit had been acquired on that date. If the carrying amount of goodwill exceeds the implied fair value of goodwill, an impairment loss is recognized in an amount equal to the excess. Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates, strategic plans and future market conditions, among others. There can be no assurance that the Company’s estimates and assumptions made for purposes of the goodwill impairment testing will prove to be accurate predictions of the future. Changes in assumptions and estimates could cause the Company to perform impairment test prior to scheduled annual impairment tests. The Company performed its annual fair value assessment at December 31, 2016 on its subsidiaries with material goodwill and intangible asset amounts on their respective balance sheets and determined that no impairment exists. Long-Lived Assets The Company evaluates the recoverability of its long-lived assets whenever events or changes in circumstances have indicated that an asset may not be recoverable. The long-lived asset is grouped with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows is less than the carrying value of the assets, the assets are written down to the estimated fair value. The Company evaluated the recoverability of its long-lived assets on December 31, 2017 and at December 31, 2016, respectively on its subsidiaries with material amounts on their respective balance sheets and determined that no impairment exists. Income taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes” “Accounting for Uncertainty in Income Taxes” The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions on a quarterly basis to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit. Foreign Currency Translation The functional and reporting currency of TD Holdings and TDAHK is the Hong Kong Dollar. The functional and reporting currency of Top Draw is the Philippine Peso. Management has adopted ASC 830 “Foreign Currency Matters” for transactions that occur in foreign currencies. Monetary assets denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Average monthly rates are used to translate revenues and expenses. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods. Assets and liabilities of the Company’s operations are translated into the reporting currency, United States dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods. Equity transactions are recorded at the historical rate when the transaction occurred. The resulting translation adjustment is reflected as accumulated other comprehensive income, a separate component of stockholders' equity in the statement of stockholders' equity. Differences may arise in the amount of bad debt expense, depreciation expense and amortization expense reported in the Company's operating results as compared to the corresponding change in allowance for doubtful accounts, accumulated depreciation and accumulated amortization, respectively, due to foreign currency translation. These translation adjustments are reflected in accumulated other comprehensive income, a separate component of the Company's stockholders' equity. Comprehensive Gain or Loss ASC 220 “Comprehensive Income,” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As of December 31, 2017, and December 31, 2016, the Company determined that it had items that represented components of comprehensive income and, therefore, has included a statement of comprehensive income in the financial statements. Advertising expenses Advertising costs are expensed as incurred and included in selling and marketing expenses. Shipping and handling costs Shipping and handling costs related to the acquisition of goods from vendors are included in cost of sales. Basic and Diluted Net Income (Loss) Per Share The Company computes net income (loss) per share in accordance with ASC 260, “Earnings per Share” Recent accounting pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations except as noted below: In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 amends the guidance for revenue recognition to replace numerous, industry-specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. The ASU implements a five-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, and early adoption is prohibited. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Management believes the impact of the adoption of ASU 2014-09 will not have any material impact on its Consolidated Financial Statements.

3. Accounts Receivable

3. Accounts Receivable	12 Months Ended
	Dec. 31, 2017
Receivables [Abstract]
Accounts Receivable	The following table sets forth the components of the Company’s accounts receivable at December 31, 2017 and December 31, 2016: December 31, 2017 December 31, 2016 Accounts receivable $ 445,388 $ 697,115 Allowance for doubtful accounts – (146,970 ) Total accounts receivable, net $ 445,388 $ 550,145 Effective July 1, 2016, the Company received $1,719,001 in gross accounts receivable in connection with its acquisition of TD Holdings. See Note 6 – Business Combinations. An allowance for bad debts totaling $146,904 was reserved against those trade receivables. As of December 31, 2017, and December 31, 2016, the Company evaluated its outstanding trade receivables and determined that its allowance for bad debts was sufficiently reserved. No bad debt expense was recorded during the years ended December 31, 2017 and December 31, 2016. During the year ended December 31, 2017, the Company had four customers that accounted for approximately 71.6% of consolidated revenues and three customers that accounted for 77.3% of consolidated accounts receivable. During the year ended December 31, 2016, the Company had four customers that accounted for 60% revenues and the same four customers that accounted for 73.7% of accounts receivable.

4. Prepaid Expenses and Other C

4. Prepaid Expenses and Other Current Assets	12 Months Ended
	Dec. 31, 2017
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid Expenses and Other Current Assets	The following table sets forth the components of the Company’s prepaid expenses and other current assets at December 31, 2017 and December 31, 2016: December 31, 2017 December 31, 2016 Collaborative development agreement $ 191,531 $ – Payment with a letter of intent to acquire business – 32,500 Prepaid rent 55,211 – Vendor advances 43,219 – Prepaid service agreements 578,732 83,690 Employee advance and other payroll related items 15,734 – Other prepaid expenses and current assets 150,952 26,018 Total $ 1,035,379 $ 142,208 Prepaid expenses and other assets represent prepayments made in the normal course and in which the economic benefit is expected to be realized within twelve months.

5. Property and Equipment

5. Property and Equipment	12 Months Ended
	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
Property and Equipment	The following table sets forth the components of the Company’s property and equipment at December 31, 2017 and December 31, 2016: December 31, 2017 December 31, 2016 Cost Accumulated Depreciation Net Book Value Cost Accumulated Depreciation Net Book Value Capital assets subject to depreciation: Computers, software and office equipment $ 1,792,499 $ (1,319,388 ) 473,111 $ 1,789,070 $ (1,430,016 ) $ 359,054 Construction in progress 219,938 – 219,938 – – – Machinery and equipment 95,356 (88,342 ) 7,014 561,431 (536,045 ) 25,386 Vehicles 159,431 (110,098 ) 49,333 143,395 (83,130 ) 60,265 Furniture and fixtures 305,854 (273,768 ) 32,086 297,346 (263,290 ) 34,056 Leasehold improvements 654,309 (585,808 ) 68,501 648,443 (567,666 ) 80,777 Total fixed assets $ 3,227,387 (2,377,404 ) 849,983 $ 3,439,685 $ (2,880,147 ) $ 559,538 For the years ended December 31, 2017 and the year ended December 31, 2016, the Company recorded depreciation expense of $277,047 and $131,132, respectively.

6. Business Combinations

6. Business Combinations	12 Months Ended
	Dec. 31, 2017
Business Combinations [Abstract]
Business Combinations	Acquisition of TD Holdings Limited On February 6, 2016, Grom Holdings entered into a letter of intent to acquire all of the stock of TD Holdings Limited. Grom Holdings issued 417,000 shares of its common stock valued at $0.58 per share, or $240,000, in return for a period of exclusivity through May 31, 2016. On June 20, 2016, Grom Holdings executed a share sale agreement with TD Holdings. Under the terms of the agreement, Grom Holdings paid $12.0 million in consideration including $3.5 million in cash, the issuance of $4.0 million of its common stock and the issuance of $4.5 million in 5% senior, secured promissory notes in exchange for all of the equity of TD Holdings. The 7,367,001 shares of the Company’s common stock issued were subject to a twelve-month restrictive period from the date of the transaction closing. The transaction closed effective July 1, 2016. The Sellers were also entitled to receive $329,644 in post-closing cash payments for the excess working capital, as defined by the agreement, on TD Holdings’ closing balance sheet. These amounts were subject to certain adjustments, and payable on demand after the transaction closing date. As of December 31, 2016, the excess working capital obligation was fully satisfied. Additionally, the former stockholders will have the opportunity for contingent, earn-out payments of up to $5.0 million if certain revenue and EBITDA thresholds are achieved over the three-year post-closing period. The earn-out payments, if made, shall be payable 25% in cash and 75% in common stock. At December 31, 2016, no earn-out thresholds were achieved. See Note 12m Debt, “Amendment of TDA Sellers Note”. Fair Value of Consideration Transferred and Recording of Assets Acquired The following table summarizes the acquisition date fair value of the consideration paid, identifiable assets acquired, and liabilities assumed including an amount for goodwill: Consideration Paid: Cash and cash equivalents $ 3,500,000 Common stock, 7,367,001 shares of Grom common stock (includes the 417,000 Letter of Intent shares) 4,240,000 Senior, secured promissory notes, net of discount of $309,049 4,190,951 Working capital adjustment payable to sellers 329,644 Contingent purchase consideration 3,987,602 Fair value of total consideration $ 16,248,197 Recognized amount of identifiable assets acquired, and liabilities assumed: Financial assets: Cash and cash equivalents $ 1,024,424 Accounts receivables 693,406 Inventory 350,769 Prepaid and other assets 148,079 Property and equipment 405,191 Deferred tax assets 180,735 Identifiable intangible assets: Customer relationships 1,526,282 Non-compete agreements 846,638 Trade name 4,386,247 Financial liabilities: Accounts payable and accrued liabilities (465,247 ) Advance payments and deferred revenues (697,752 ) Other noncurrent liabilities (254,631 ) Total identifiable net assets 8,144,141 Goodwill 8,104,056 $ 16,248,197 In estimating the fair value of the common stock issued, the Company considered, among other factors, the recent volume and pricing of capital raise activities. The Company valued the common stock shares at $0.58 per share, which represents a 26% discount to the most recent issue price prior to the measurement date. The Company believes the discount represents a market participant perspective due to the large block and minimum six month holding period. In determining the fair value of the promissory notes issued, the Company considered, among other factors, the market yields on debt securities depending on the time horizon and level of perceived risk of the specific investment. The Company arrived at an estimated market rate of 9.4% and calculated the present value of the $4.0 million promissory note and its related interest to be $3,690,951. As a result, the Company recorded a discount against the promissory notes of $309,049. The discount is being amortized using the effective interest method over the life of the notes. For the year ended December 31, 2016, the Company recorded $72,010 in interest expense related to the note discount. The remaining discount balance at December 31, 2016 was $237,039. For the year ended December 31, 2017, the Company recorded $202,667 in interest expense related to the note discount. The remaining discount balance at December 31, 2017 was $86,338. The fair value of the contingent consideration was estimated using a lattice model. The forecast future up and down movements were estimated based on historical EBITDA volatility of 22.2% which includes the years 2013-2015 and the trailing twelve months ended June 30, 2016. The weighted average probability of each scenario was calculated and discounted to present value at the weighted average cost of capital to arrive at $3,987,602. Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the acquisition is attributable to the value of the potential expanded market opportunity with new customers. The goodwill is not expected to be deductible for tax purposes. In determining the purchase price allocation, the Company considered, among other factors, how a market participant would likely use the acquired assets. The estimated fair value of intangible assets was based on the income approach. The income approach requires a projection of the cash flow that the asset is expected to generate in the future. The projected cash flow is discounted to its present value using a rate of return, or discount rate, which accounts for the time value of money and the degree of risk inherent in the asset. The expected future cash flow that is projected should include all of the economic benefits attributable to the asset, including the tax savings associated with the amortization of the intangible asset value over the tax life of the asset. The income approach may take the form of a “relief-from-royalty” methodology, a cost savings methodology, a “with and without” methodology, or excess earnings methodology, depending on the specific asset under consideration. The “relief-from-royalty” method was used to value the trade names acquired from TD Holdings. The “relief-from-royalty” method estimates the cost savings that accrue to the owner of an intangible asset that would otherwise be required to pay royalties or license fees on revenues earned through the use of the asset. The royalty rate used is based on an analysis of empirical, market-derived royalty rates for guideline intangible assets. Typically, revenue is projected over the expected remaining useful life of the intangible asset. The key assumptions in the prospective cash flows include a 11% compound annual sales growth rate over the five years period subsequent to the acquisition. The royalty rate is then applied to estimate the royalty savings. The key assumptions used in valuing the existing trade names acquired were as follows: royalty rate of 7.0%, discount rate of 13.8%, and a tax rate of 40.0%. The trade names are expected to be used indefinitely and the value includes a terminal value, based on a long-term sustainable growth rate of 2.0%, of the after-tax royalty savings determined using a form of the Gordon Growth model. The fair value of customer relationships was valued using an income method. Net Operating Profit After Tax (“NOPAT”) per customer is a function of the gross profit margin of the Company, applicable contributory assets (i.e., working capital, fixed capital, work force, brand, IPR&D) charges, and the discount rate reflecting the riskiness of the asset under valuation. NOPAT per customer was used to estimate the value of the customer relationships. The key assumptions used include a revenue attrition rate of 35%, an income tax rate of 40%, and a discount rate of 13.8%. The “with and without” method was used to value the non-compete agreement which will be amortized over three years. The key assumptions used include an income tax rate of 40%, and a discount rate of 13.8%. Acquisition of NetSpective Webfiltering On January 1, 2017, Grom Holdings acquired the assets of NetSpective Webfilter, a division of TeleMate.net Software (the “Sellers”). Under the terms of the agreement, Grom Holdings paid $1.0 million in consideration in the form of a $1.0 million redeemable, convertible promissory note. The note bears interest at 0.68% per annum. All note principal and accrued interest is payable January 1, 2020. The note is convertible at the election of the Sellers into the Company’s common stock at a conversion rate of $0.78 per share. Furthermore, if not previously converted by the Sellers, the note may be converted by the Company into shares of the Company’s common stock at a rate of $0.48 per share commencing on November 1, 2019. The Sellers had the opportunity for contingent, earn-out payments of up to $362,500 if certain net cash flow thresholds are achieved during the one-year post-closing period. The earn-out payments, if made, shall be payable entirely in common stock. Consideration Paid: Cash and cash equivalents $ – Common stock, 41,700 shares paid with letter of intent 32,500 Senior, secured promissory notes 1,000,000 Financial liabilities assumed 521,735 Contingent purchase consideration 362,500 Fair value of total consideration $ 1,916,735 Recognized amount of identifiable assets acquired, and liabilities assumed: Financial assets: Intangible asset Brand name 69,348 Software 1,134,435 Customer relationships 74,004 Financial liabilities: Deferred revenues (521,735 ) Writedown of purchase consideration 463,978 Goodwill 696,705 $ 1,916,735 Additionally, since the valuation report reflected that the earnout threshold would not be reached, and the earnout was achieved, the Company recorded an additional expense of $362,500 related to the acquisition of Netspective. In determining the fair value of the convertible promissory note issued, the Company considered, among other factors, the market yields on debt securities for similar time horizons and level of perceived risk of the investment. Based on the conversion factors and interest rate contained in the note, the Company believes the note represents fair value. We used a lattice model to estimate the fair value of the contingent consideration. We forecast future up and down movements based on the 9.7% historical volatility of “Net Cash Flow” which includes the years 2014-2016. The weighted average probability of each scenario was calculated and since it did not reach the earnout threshold, we did not record any contingent consideration provision. The fair value of the internally developed software was estimated using a replacement cost approach similar to the Constructive Cost Model (“COCOMO”) II. The model is an algorithmic software cost estimation tool that estimates the cost, effort, and schedule of a hypothetical software project. We estimated costs based on total lines of code in the program and labor cost rates for the required personnel, in addition to a profit component. Although this is a replacement cost model, we believe it represents fair value from a market participant perspective. The key assumptions used include average labor rates, total estimated labor hours, and an income tax rate of 40%. In determining the purchase price allocation, the Company considered, among other factors, how a market participant would likely use the acquired assets. The estimated fair value of intangible assets was based on the income approach for customer relationships and tradename and a replacement cost method for the software programs. The income approach requires a projection of the cash flow that the asset is expected to generate in the future. The projected cash flow is discounted to its present value using a rate of return, or discount rate, which accounts for the time value of money and the degree of risk inherent in the asset. The expected future cash flow that is projected should include all of the economic benefits attributable to the asset, including the tax savings associated with the amortization of the intangible asset value over the tax life of the asset. The income approach may take the form of a “relief-from-royalty” methodology, a cost savings methodology, a “with and without” methodology, or excess earnings methodology, depending on the specific asset under consideration. The replacement cost model uses estimated current costs at the Measurement Date, plus a profit component. The “relief-from-royalty” method was used to value the trade names acquired from TeleMate. The “relief-from-royalty” method estimates the cost savings that accrue to the owner of an intangible asset that would otherwise be required to pay royalties or license fees on revenues earned through the use of the asset. The royalty rate used is based on an analysis of empirical, market-derived royalty rates for guideline intangible assets. Typically, revenue is projected over the expected remaining useful life of the intangible asset. The key assumptions in the prospective cash flows include a 15% compound annual sales growth rate over the five years period subsequent to the acquisition. The royalty rate is then applied to estimate the royalty savings. The key assumptions used in valuing the existing trade names acquired were as follows: royalty rate of 1.0%, discount rate of 17.1%, and a tax rate of 40.0%. The trade names are expected to be used indefinitely and the value includes a terminal value, based on a long-term sustainable growth rate of 2.0%, of the after-tax royalty savings determined using a form of the Gordon Growth model. The fair value of customer relationships was valued using an income method. Net Operating Profit After Tax (“NOPAT”) per customer is a function of the gross profit margin of the Company, applicable contributory assets (i.e., working capital, fixed capital, work force, brand, IPR&D) charges, and the discount rate reflecting the riskiness of the asset under valuation. NOPAT per customer was used to estimate the value of the customer relationships. The key assumptions used include a revenue attrition rate of 10%, an income tax rate of 40%, and a discount rate of 17.1%.

7. Goodwill and Intangible Asse

7. Goodwill and Intangible Assets	12 Months Ended
	Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets	The following table sets forth the changes in the carrying amount of the Company’s goodwill at December 31, 2017 and December 31, 2016: Balance, January 1, 2016 $ – Acquisition of TD Holdings Limited 8,104,056 Balance, December 31, 2016 $ 8,104,056 Acquisition of Netspective Webfiltering 696,705 Balance, December 31, 2017 $ 8,800,761 The following table sets forth the components of the Company’s intangible assets at December 31, 2017 and December 31, 2016: 12/31/17 12/31/16 Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Intangible assets subject to amortization: Customer relationships 10 $ 1,600,286 $ (236,342 ) $ 1,363,944 $ 1,526,282 $ (76,314 ) $ 1,449,968 Mobile software applications 2 282,500 (240,730 ) 41,770 282,500 (99,479 ) 183,021 NetSpective webfiltering software 5 1,134,435 (226,887 ) 907,548 Noncompete agreements 2 846,638 (846,638 ) – 846,638 (282,213 ) 564,425 Subtotal 3,863,859 (1,550,597 ) 2,313,262 2,655,420 (458,0 06) 2,197,414 Intangible assets not subject to amortization: Trade names – 4,455,595 – 4,455,595 4,386,247 – 4,386,247 Total intangible assets $ 8,319,454 $ (1,550,597 ) $ 6,768,857 $ 7,041,667 $ (458,006 ) $ 6,583,661 The Company recorded amortization expense for intangible assets subject to amortization of $1,092,592 for the year ended December 31, 2017 and $458,006 during the year ended December 31, 2016. The following table provides information regarding estimated amortization expense for intangible assets subject to amortization for each of the following years ending December 31: 2018 $ 428,686 2019 386,916 2020 386,916 2021 386,915 2022 160,029 Thereafter 563,800 $ 2,313,262

8. Other Assets

8. Other Assets	12 Months Ended
	Dec. 31, 2017
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Other Assets	Other assets are comprised solely of guarantee deposits at TDA which are refundable upon termination of contract or delivery of subject matter of the contract. These are initially recorded at cost which is the fair value at the time of transaction and are subsequently measured at amortized cost.

9. Accounts Payable and Accrued

9. Accounts Payable and Accrued Liabilities	12 Months Ended
	Dec. 31, 2017
Payables and Accruals [Abstract]
Accounts Payable and Accrued Liabilities	Trade payables are recognized initially at the transaction price and subsequently measured at the undiscounted amount of cash or other consideration expected to be paid. Accrued expenses are recognized based on expected amount required to settle the obligation or liability. The following table sets forth the components of the Company’s accrued liabilities at December 31, 2017 and December 31, 2016. December 31, 2017 December 31, 2016 Earnout consideration payable in connection with Netspective acquisition 362,500 – Executive and employee compensation 838,689 815,480 Interest on convertible debentures and promissory notes 356,599 126,882 Other accrued expenses and liabilities 34,938 207,310 Total accrued liabilities $ 1,592,726 $ 1,149,672 Accrued expenses for both include approximately $138,000 for an estimated compromise settlement relating to tax deductions against supplier invoices in the Philippines at TDA. The Company in accordance with ASC 740-10 has determined that the recording of this amount is required because it is more likely than not that the tax will be assessed.

10. Related Party Payables

10. Related Party Payables	12 Months Ended
	Dec. 31, 2017
Related Party Transactions [Abstract]
Related Party Payables	In January 2016, Dr. Thomas J. Rutherford, a member of the Company’s board of directors, purchased an unsecured, convertible note from Grom Holdings in the principal amount of $200,000. The note bears interest at a rate of 9% per year and is payable semi-annually. In connection with the issuance of the convertible note, Grom issued to Dr. Rutherford 69,501 shares of common stock as an inducement to lend. In November 2016, Dr. Rutherford voluntarily converted his note, including inducement costs and accrued interest totaling $23,000, into 309,973 shares of common stock. Messrs. Darren Marks and Melvin Leiner, both officers of the Company, have made numerous loans to Grom to help fund operations. These loans are non-interest bearing and callable on demand. Neither Mr. Marks nor Mr. Leiner have any intention of calling these loans at present. The loan balances are classified as short-term obligations under Related Party Payables on the Company’s balance sheet. On December 29, 2017, Messrs. Marks and Leiner agreed to convert an aggregate of $500,000 of their combined loan balances into shares of our Common Stock, at a conversion price of $0.50 per share, which was above the closing price of the Company’s common stock of $.30 on December 29, 2017. Mr. Marks converted $333,333 of his loan into 666,666 shares; and Mr. Leiner converted $166,667 into 333,334 shares. As a result of the transaction, Mr. Marks and Mr. Leiner’s loan balances were reduced to $1,291,018 and $842,468, respectively. Mr. Marks and Mr. Leiner now beneficially own 15,204,731 and 9,313,136 shares of our Common Stock, respectively. As of December 31, 2017, and December 31, 2016, after accounting for the taking the aggregate amount of loans made from the Company’s executive officers through their family trusts were $1,215,442 and $1,247,750, respectively, for Mr. Marks; and $861,198 and $867,513, respectively, for Mr. Leiner. On January 4, 2018, Mr. Marks and Mr. Leiner voluntarily agreed to defer a large portion of their demand loans until July 1, 2019. Mr. Marks agreed to defer $915,442 of his loan balance, and Mr. Leiner agreed to defer $561,198, leaving each individual with a current principal balance due of $300,000. Mr. Marks’ son Zach and his wife Sarah are employees of Grom. Their annual salaries are $90,000 and $35,000, respectively. His sons Luke and Jack, and daughter Caroline are also employed by Grom as independent contractors. Their annual fees are $18,000, $7,200 and $15,000, respectively. During the years ended December 31, 2017 and 2016, the Company’s two officers and Zach Marks each voluntarily agreed to defer portion of their salaries. As of December 31, 2017, and December 31, 2016 the group was collectively owed $617,213 and $623,953, respectively, in accrued salaries. See Note 9 – Accounts Payable and Accrued Liabilities.

11. Other Noncurrent Liabilitie

11. Other Noncurrent Liabilities	12 Months Ended
	Dec. 31, 2017
Other Liabilities Disclosure [Abstract]
Other Noncurrent Liabilities	Other noncurrent liabilities are comprised solely of retirement benefit costs. The Philippine Republic Act (RA) No. 7641, mandates all private employers to provide retirement benefits to employees who upon reaching the age of sixty years or more, but not beyond sixty-five years, have served at least five years in the said establishment. The amount of retirement benefit was defined as “at least one-half month salary for every year of service, a fraction of at least six months being considered as one whole year”. The balance of the accrued retirement benefit cost as of December 31, 2017 and December 31, 2016 amounted to $237,496 and $237,719, respectively. No retirement expense was recognized for the year ended December 31, 2016, as the acquired prior period liability still approximates the Company’s retirement obligation.

12. Debt

12. Debt	12 Months Ended
	Dec. 31, 2017
Debt Disclosure [Abstract]
Debt	Convertible Debentures The following tables set forth the components of the Company’s, convertible debentures as of December 31, 2017 and December 31, 2016: December 31, December 31, Redeemable unsecured convertible note -TeleMate $ 1,000,000 – Principal value of secured convertible notes 676,223 225,000 Loan discounts (137,950 ) (36,683 ) Less: Current portion (75,000 ) – Total convertible notes, net $ 1,463,273 $ 188,317 Redeemable unsecured convertible note -TeleMate On January 1, 2017, the Company issued a three-year 0.68% redeemable convertible note for $1,000,000 to TeleMate. net in connection with the acquisition of the NetSpective Webfiltering assets from them. All note principal and accrued interest is payable January 1, 2020. The note is convertible at the election of the noteholders into the Company’s’ common stock at a conversion rate of $0.78 per share. Furthermore, if not previously converted by the noteholders, the note may be converted by the Company into shares of the Company’s common stock at a rate of $0.48 per share commencing on November 1, 2019. Under the terms of the asset purchase agreement in which TeleMate had the obligation to collect certain monies on behalf of the Company, TeleMate failed to remit $146,882 it had collected on the Company’s behalf from NetSpective customers. As a result of TeleMate’s non-payment, and to avoid litigation, on January 12, 2018 we entered into a First Modification to the Purchase and Sale Agreement (the “Modification”). Under the terms of the Modification, the TeleMate Sellers agreed to the following terms: · To pay the Company $10,000 per month against their outstanding balance of $146,822. To date they have paid the Company $30,000 and are current on their monthly payment obligations. · They cannot exercise the conversion feature of their $1.0 million promissory note, nor will any of the $362,500 Earnout shares (464,744) until all payments are made in full. · The December 31, 2019 maturity date of the $1,000,000 convertible note is extended indefinitely, until all payments are made in full. · All interest payments ($6,800 annually) due from the Company to the TeleMate Sellers were suspended indefinitely until all payments are made in full. Finally, assuming all payments are made and the TeleMate Sellers decide to exercise the conversion feature of their promissory note, they are now bound by a leakout agreement which will limit for a one-year period the amount of shares they can register for sale on a monthly basis. Secured Convertible Notes-2017 During the year ended December 31, 2017, the Company privately placed a series of secured, convertible, original issue discount (OID) notes with accredited investors for gross proceeds of $601,223. The Notes were issued with an OID discounts of 10.0%, or $60,122. The debentures carried an interest rate of 10% per annum, payable semiannually in cash, for a two-year term with fixed conversion at a price per share if converted within the first year of issuance or fixed conversion price at $0.78 converted during the two-year following issuance. In connection with the issuance of these convertible debentures, the Company issued to its noteholders an aggregate of 150,305 shares of common stock as an inducement to lend. These shares were valued at $78,321 with share prices ranging between $0.38 and $0.54 per share. The Company recorded the value of these shares as a loan discount to be amortized as interest expense over the term of the related convertible debentures. The related amortization expense was $4,543 for the year ended December 31, 2017. Additionally, at the end of 2017, there were two convertible notes outstanding amounting to $75,000 that had been issued in 2016 with a fixed conversion price of $1.19. Secured Convertible Notes-2016 activity During the year ended December 31, 2016, the Company privately placed a series of secured, convertible debentures with accredited investors for gross proceeds of $2,705,600. The debentures carried an interest rate of 9% per annum, payable semiannually in cash, for a two-year term with fixed conversion prices ranging from $0.72 to $0.96 per share if converted within the first year of issuance or fixed conversion prices ranging from $1.20 to $1.44 if converted during the year following issuance. In connection with the issuance of these convertible debentures, the Company issued to its noteholders an aggregate of 884,244 shares of common stock as an inducement to lend. These shares were valued at $667,332, with share prices ranging between $0.72 and $0.96 per share. The Company recorded the value of these shares as a loan discount to be amortized as interest expense over the term of the related convertible debentures. The remaining debt discount associated with these beneficial conversion features was $32,620 as of December 31, 2016. The related amortization expense was $215,427 for the year ended December 31, 2016. All of the convertible debentures were analyzed at the time of their issuance for a beneficial conversion feature. In some instances, the Company concluded that a beneficial conversion feature existed. The beneficial conversion features were measured using the commitment-date stock price and were determined to aggregate $67,917. This amount is recorded as a debt discount and is amortized as interest expense over the term of the related convertible debentures. The remaining debt discount associated with these beneficial conversion features was $4,063 as of December 31, 2016. The related amortization expense was $22,891 for the year ended December 31, 2016. During the year ended December 31, 2016, the Company converted, upon receiving formal notices from its noteholders, $2,480,600 in note principal, plus inducement costs and accrued interest totaling $233,029, into 3,771,928 shares of common stock. As a result of the conversions, the Company wrote off the corresponding unamortized loan discounts totaling $460,248 as a charge to interest expense. At December 31, 2016, the number of shares of common stock underlying these convertible debentures totaled 312,750 shares. The Company has analyzed the convertible debentures for derivative accounting consideration and determined that derivative accounting does not apply. Senior Secured Promissory Notes The following tables set forth the components of the Company’s senior, secured promissory notes at December 31, 2017 and December 31, 2016: December 31, 2017 December 31, 2016 Principal value of promissory notes $ 4,040,000 $ 4,000,000 Loan discounts (86,339 ) (237,039 ) Total promissory notes, net $ 3,953,661 $ 3,762,961 Amendment of TDA Sellers Note On January 3, 2018, we entered into an amendment to the acquisition agreement with the TDA Sellers (the “Amendment”): · The TDA Sellers agreed to extend the maturity date of the $4.0 secured promissory note one year until July 1, 2019 (see 2016 description below); · The interest rate on the Note during the one-year extension period from July 2, 2018 to July 1, 2019 was changed to 10%. The interest rate on the Note remained at 5%, payable annually in arrears, until June 30, 2018; · During the one-year extension period, the interest will be paid quarterly in arrears, instead of annually in arrears. The first such quarterly interest payment of $100,000 is due on September 30, 2018; and · Under the terms of the terms acquisition agreement, the Sellers had an opportunity to earn up to $5.0 million in contingent Earnout Payments (as describe above). The original Earn out measurement period ended on December 31, 2018. As part of the consideration for the Sellers agreeing to enter the Amendment, we agreed to extend the Earnout Period, one year, to December 31, 2019. Also, as additional consideration, we issued an additional 800,000 restricted shares of our common stock to the TDA Sellers. As a result of the amendment, the Company has classified the promissory note as a long-term obligation on our balance sheet for the period ended December 31, 2017. Since the transaction occurred in 2018, the 800,000 shares granted as consideration to the Sellers will be expensed in 2018. At October 1, 2016, Grom owed $250,000 in principal on the second note to the former shareholders of TD Holdings. The Company negotiated an extension of terms through December 31, 2016 in exchange for 41,700 shares of Grom common stock. These shares were valued at $32,500, or $0.78 per share, and recorded as interest expense in the Company’s consolidated financial statements. This promissory note obligation was fully satisfied as of December 31, 2016. On July 1, 2016, the Company issued a secured promissory note to the shareholders of TD Holdings in connection with the closing of the TD Holdings acquisition. The note totaled $500,000, bears interest at 5.0% per annum and is due on the earlier of (i) October 1, 2016 or (ii) the date on which the Company successfully completes a qualified initial public offering as defined in the agreement. The note is also collateralized by all of the assets of TD Holdings. On June 20, 2016, the Company issued a secured promissory note to the shareholders of TD Holdings in connection with the share sale agreement. The note totaled $4.0 million, bears interest at 5.0% per annum and is due on the earlier of (i) June 20, 2018 or (ii) the date on which the Company successfully completes a qualified initial public offering as defined in the agreement. The note is collateralized by all of the assets of TD Holdings. Maturities of the Company’s borrowings for each of the next five years are as follows: 2017 $ – 2018 $ 75,000 2019 $ 5,641,223 2020 $ – 2021 $ –

13. Income Taxes

13. Income Taxes	12 Months Ended
	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Income Taxes	The following table sets forth the components of income tax expense (benefit) for the years ended December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Current: Federal $ – $ – State and local – – Foreign 70,547 67,978 Total current 70,547 67,978 Deferred: Federal – – State and local – – Foreign (36,851 ) 4,458 Total deferred (36,851 ) 4,458 Total $ 33,696 $ 72,436 The following table sets forth a reconciliation of income tax expense (benefit) at the federal statutory rate to recorded income tax expense (benefit) for the years ended December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Tax benefit at statutory federal rate –% –% Increase (decrease) in rate(s) resulting from: Foreign operations, net (0.6) (0.7) Change in deferred taxes (26.6) (2.9) Change in valuation allowance 26.6 2.9 Total (0.6)% (0.7)% The following tables set forth the components of income taxes payable as of December 31, 2017 and 2016; December 31, 2017 December 31, 2016 Federal $ – – State and local – – Foreign 46,963 30,317 Total $ 46,963 $ 30,317 The following tables set forth the components of deferred income taxes as of December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Non-current deferred tax assets: Retirement benefits $ 71,249 $ 71,916 Write down of investment(s) 65,958 66,575 Deferred revenue net 43,193 7,102 Other 20,890 20,308 Net operating loss carryforwards 5,143,029 3,546,627 Less: valuation allowance (5,143,029 ) (3,546,627 ) Total non-current deferred tax asset 201,290 165,901 Total deferred tax asset $ 201,290 $ 165,901 The deferred tax asset relates solely to the Company’s foreign operations at TDH. The company believes these assets are realizable in future periods due to the consistent historic profitability of TDH. On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (“TCJA”), which instituted fundamental changes to the taxation of multinational corporations, including a reduction the U.S. corporate income tax rate to 21% beginning in 2018. The TCJA also requires a one-time transition tax on the mandatory deemed repatriation of the cumulative earnings of certain of the Company’s foreign subsidiaries as of December 31, 2017. To determine the amount of this transition tax, the Company must determine the amount of earnings generated since inception by the relevant foreign subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings, in addition to potentially other factors. The Company believes that no such tax will be due since TDH has paid taxes locally and that the cumulative undistributed earnings of TDH are not material. As of December 31, 2017, the Company had federal, state and foreign net operating loss carryforwards of approximately $15,126,555 that are available to offset future liabilities for income taxes. The Company has generally established a valuation allowance against these carryforwards based on an assessment that it is more likely than not that these benefits will not be realized in future years. The federal and state net operating loss carryforwards expire at various dates through 2036. The Company remains subject to examination in federal, state and foreign jurisdictions in which the Company conducts its operations and files tax returns. These tax years range from 2013 through 2017. The Company believes that the results of current or any prospective audits will not have a material effect on its financial position or results of operations as adequate reserves have been provided to cover any potential exposures related to these ongoing audits. The Company has made its assessment of the level of tax authority for each tax position (including the potential application of interest and penalties) based on the technical merits and determined that no unrecognized tax benefits associated with the tax positions exist.

14. Stockholders' Equity

14. Stockholders' Equity	12 Months Ended
	Dec. 31, 2017
Equity [Abstract]
Stockholders' Equity	Preferred Stock The Company is authorized to issue 25,000,000 shares of Preferred Stock at a par value of $0.001. No shares of Preferred Stock were issued and outstanding as of either December 31, 2017 or December 31, 2016. Common stock The Company is authorized to issue 200,000,000 shares of common stock at a par value of $0.001 and had 124,273,548 and 101,452,789 shares of common stock issued and outstanding as of December 31, 2017 and December 31, 2016, respectively. Common Stock Issued in Private Placements During the year ended December 31, 2017, the Company did not issue any shares of stock in private placements. During the year ended December 31, 2016, the Company issued 436,987 shares of common stock in private placements for proceeds of $340,076 under a series of private placement equity offerings with a share price of approximately $0.78 per share. Common Stock Issued in Connection with the Exercise of Warrants During the year ended December 31, 2017, the Company issued 6,530,220 shares of common stock for proceeds of $1,566,000 under a series of stock warrant exercises with a share price of approximately $0.24 per share. During the year ended December 31, 2016, the Company issued 5,216,670 shares of common stock for proceeds of $1,251,000 under a series of stock warrant exercises with a share price of approximately $0.24 per share. Common Stock Issued in Exchange for Consulting, Professional and Other Services During the year ended December 31, 2017, the Company issued 1,156,931 shares of common stock with a fair market value of $835,225 to employees, officers and directors in lieu of cash payment. Additionally, the Company issued 3,264,965 shares of common stock with a fair value of $1,892,735 to consultants and other professionals in lieu of cash payments. During the year ended December 31, 2016, the Company issued 543,030 shares of common stock with a fair market value of $343,225 to consultants and other professionals in lieu of cash payments. Each share issuance made in exchange for services was valued based upon the private placement offering price of the Company’s common stock in place on its respective date of award. Common Stock Issued In lieu of Cash for Loans Payable and Other Accrued Obligations During the year ended December 31, 2017, the Company issued 1,045,870 shares of common stock with a fair market value of $533,000 to satisfy loans payable and other accrued obligations. During the year ended December 31, 2016, the Company issued 521,250 shares of common stock with a fair market value of $150,000 to satisfy loans payable and other accrued obligations. Common Stock Issued in Connection with the Amendment of Terms of a Promissory Note At October 1, 2016, Grom Holdings owed $250,000 in past due principal on a promissory note to the former shareholders of TD Holdings. Grom Holdings negotiated an extension of terms through December 31, 2016 in exchange for 41,700 shares of Grom common stock. These shares were valued at $32,500, or $0.78 per share, and recorded as interest expense in the Company’s consolidated financial statements. See Note 12 – Debt. Common Stock Issued in Connection with the Issuance of Convertible Debentures During the year ended December 31, 2016, the Company issued 884,244 shares of common stock with a fair market value of $667,332 to investors as an inducement to lend in connection with the issuance of its unsecured, convertible notes. The fair value of the shares was recorded as interest expense in the Company’s consolidated financial statements. See Note 12 – Debt. Common Stock Issued in the Acquisition of a Business On July 1, 2016, the Company issued 7,408,701 shares of its common stock valued at approximately $0.58 per share, or $4,272,500 in connection with its acquisition of TD Holdings. See Note 6 – Business Combinations. Common Stock Issued in the Acquisition of Intangible Assets On August 26, 2016, the Company issued 208,500 shares of its common stock valued at $0.78 per share, or $162,500, in connection with its acquisition of the MamaBear mobile software application from GeoWaggle LLC. Conversion of Convertible Debentures and Accrued Interest into Common stock During the year ended December 31, 2016, the Company converted, upon receiving formal instructions from its noteholders, $2,480,600 in note principal, plus inducement costs and accrued interest of $233,029, or a total of $2,713,629 into 3,771,928 shares of common stock. See Note 12 – Debt. Common Stock Issued in Connection with Secured convertible OID notes In 2017, we issued $601,223 of secured convertible OID Notes at an interest rate of 10%. In connection with the issuance of these Notes and as an inducement to enter into these Notes we issued 150,305 shares valued at $78,321 Stock Purchase Warrants The stock purchase warrants have been accounted for as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments indexed to, and potentially settled in, a company’s own stock, distinguishing liabilities from equity. The following table reflects all outstanding and exercisable warrants at December 31, 2017 and December 31, 2016. All stock warrants are exercisable for a period of approximately five years from the date of issuance. Number of Warrants Outstanding Weighted Avg. Exercise Price Weighted Avg. Contractual Life (Yrs) Balance January 1, 2016 12,568,369 $ 1.00 1.67 Warrants issued – Less : Warrants exercised (5,216,670 ) $ 1.00 Balance January 1, 2017 7,351,699 $ 0.26 0.75 Warrants issued 567,166 $ 1.50 2.25 Less : Warrants exercised (7,107,765 ) $ 0.24 Warrants forfeited (29,190 ) $ 0.24 December 31, 2017 781,910 $ 1.36 2.38 Stock Options The following table represents all outstanding and exercisable stock options as of December 31, 2017. Options Options Options Vested Strike Price Weighted Average Remaining Life In Years 7,735,350 – 7,735,350 7,735,350 $ 0.24 5.3 9,695,250 417,000 9,278,250 9,278,250 $ 0.36 1.4 938,250 938,250 – – $ 0.48 13,135,500 3,544,500 9,591,000 9,591,000 $ 0.72 2.3 5,421,000 1,042,500 4,378,500 4,011,019 $ 0.78 2.9 Total 36,925,350 (5,942,250 ) 30,983,100 30,615,619 2.9 During the years ended December 31, 2017 and 2016, the Company recorded $1,823,408 and $8,080,998 in stock- based compensation expense related to these stock options.

15. Commitments and Contingenci

15. Commitments and Contingencies	12 Months Ended
	Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	In the United States we lease approximately 1,000 square feet of office space in Boca Raton, Florida at the rate of $2,000 per month pursuant to a three-year lease expiring in October 2018. Our Florida office houses our corporate headquarters and administrative staff. Our animation business leases portions of 3 floors comprising in the aggregate approximately 28,800 square feet in the West Tower of the Philippine Stock Exchange Centre in Pasig City, Manila. The space is used for administration and production purposes and we pay approximately $22,533 per month in the aggregate for such space (which increases by approximately 5% per year. These leases expire in December 2022. We opened a new 1,400 square foot office in Norcross, Georgia on January 1, 2018 to house our NetSpective Webfilter division. The monthly rent pursuant to a five-year lease which expires in December 2023, is $2,055 per month which increases by approximately 3% annually The future minimum payment obligations as of December 31, 2017 for operating leases are as follows: 2018 $ 328,503 2019 $ 340,928 2020 $ 344,487 2021 $ 361,175 2022 $ 378,708

16. Subsequent Events

16. Subsequent Events	12 Months Ended
	Dec. 31, 2017
Subsequent Events [Abstract]
Subsequent Events	On January 3, 2018, the Company entered into an amendment to the acquisition agreement with the TDA Sellers (the “Amendment”): · The TDA Sellers agreed to extend the maturity date of the $4.0 secured promissory note one year until July 1, 2019 (see 2016 description below); · The interest rate on the Note during the one-year extension period from July 2, 2018 to July 1, 2019 was changed to 10%. The interest rate on the Note remained at 5%, payable annually in arrears, until June 30, 2018; · During the one-year extension period, the interest will be paid quarterly in arrears, instead of annually in arrears. The first such quarterly interest payment of $100,000 is due on September 30, 2018; and · Under the terms of the terms acquisition agreement, the Sellers had an opportunity to earn up to $5.0 million in contingent Earnout Payments (as describe above). The original Earn out measurement period ended on December 31, 2018. As part of the consideration for the Sellers agreeing to enter the Amendment, we agreed to extend the Earnout Period, one year, to December 31, 2019. Also, as additional consideration, the Company issued an additional 800,000 restricted shares of our common stock to the TDA Sellers. On January 4, 2018, Mr. Marks and Mr. Leiner voluntarily agreed to defer a large portion of their demand loans until July 1, 2019. Mr. Marks agreed to defer $915,442 of his loan balance, and Mr. Leiner agreed to defer $561,198, leaving each individual with a current principal balance due of $300,000. Subsequent to December 31, 2017 the Company has issued $643,483 in convertible OID notes at 10% interest to nine accredited investors and issued 155,621 restricted common shares in connection with these notes.

2. Summary of Significant Acc23

2. Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
Going Concern	Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these financial statements. On a consolidated basis, the Company has incurred significant operating losses since inception. Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Historically, the Company has raised capital through private placements, convertible debentures and officer loans as an interim measure to finance working capital needs and may continue to raise additional capital through sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to so until its consolidated operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible.
Basis of Presentation	Basis of Presentation The Company deemed the transfer of net assets pursuant to the Share Exchange Agreement to be a reverse acquisition in accordance with FASB ASC 805-40, "Reverse Acquisitions" The consolidated financial statements of the Company have been prepared in accordance with GAAP and are expressed in United States dollars. For the year ended December 31, 2017, the consolidated financial statements include the accounts of the Company; and its wholly-owned subsidiaries Grom Social, TD Holdings, GES, GNS and Illumination America Lighting. TD Holdings was acquired on July 1, 2016; and GES was formed in January 2017 to house the NetSpective WebFiltering assets and business which was acquired on January 1, 2017. GNS which was formed in April 2017, had not recorded any activity through the date of this Annual Report. All intercompany accounts and transactions are eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of 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. The most significant estimates relate to revenue recognition, valuation of accounts receivable and inventories, purchase price allocation of acquired businesses, impairment of long lived assets and goodwill, valuation of financial instruments, income taxes, and contingencies. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.
Revenue Recognition	Revenue Recognition Revenue from the production of animated films is recognized based upon substantial completion and delivery of the Company’s produced animated films on a per episodic basis. Substantial means that the animated films are 100% complete and is usually termed as a “first take”. In certain animation contracts, a certain percentage of the total contract price are withheld by the Company’s client for possible retakes and rejects over the finished products and are not recognized as revenue. A certain percentage of the episode price is required in advance as a down payment upon every inception of the animation of an episode and is initially recorded by the Company as deferred revenue. Revenue is measured by reference to the fair value of consideration received or receivable by the Company for services provided, excluding value-added tax (VAT), if any, and trade discounts. Cost and expenses are recognized in the consolidated statements of comprehensive income upon utilization of the service or at the date they are incurred. Revenue from subscription sales are recognized on a pro-rata basis over the subscription period. Typically, a subscriber purchases computer hardware and a service license for a period of use between one year to five years for software and support. The subscriber is billed in full at the time of the sale. The Company immediately recognizes any revenue attributable to the computer hardware as it is non-refundable. The advanced billing for software and service is initially recorded as deferred revenue and subsequently recognized as revenue evenly throughout the subscription period.
Fair Value Measurements	Fair Value Measurements The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1 Level 2 Level 3 Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2017 and December 31, 2016. The Company uses the market approach to measure fair value for its Level 1 financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The respective carrying value of certain balance sheet financial instruments approximates its fair value. These financial instruments include cash, trade receivables, related party payables, accounts payable, accrued liabilities and short-term borrowings. Fair values were estimated to approximate carrying values for these financial instruments since they are short term in nature and they are receivable or payable on demand. The estimated fair value of assets and liabilities acquired in business combinations and reporting units and long-lived assets used in the related asset impairment tests utilize inputs classified as Level 3 in the fair value hierarchy. The Company determines the fair value of contingent consideration based on a probability-weighted discounted cash flow analysis. The fair value remeasurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in the fair value hierarchy. In each period, the Company reassesses its current estimates of performance relative to the stated targets and adjusts the liability to fair value. Any such adjustments are included as a component of Other Income (Expense) in the Consolidated Statements of Operations and Comprehensive Loss. The following table summarizes the change in the Company’s financial assets and liabilities measured at fair value as of December 31, 2017 and December 31, 2016. Level 1 Level 2 Level 3 Earnout liability $ – $ – $ 429,000 The following table summarizes the change in the Company’s financial assets and liabilities measured at fair value as of December 31, 2017 and December 31, 2016 Fair value, January 1, 2016 $ – Fair value of contingent consideration issued during the period 3,987,602 Change in fair value (2,055,895 ) Fair value, December 31, 2016 1,931,707 Fair value of contingent consideration issued during the period 362,500 Change in fair value (1,865,207 ) Fair value, December 31, 2017 $ 429,000
Derivative Financial Instruments	Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. Terms of convertible and other promissory notes are reviewed to determine whether they contain embedded derivative instruments that are required to be accounted for separately from the host contract and recorded on the balance sheet at fair value. The fair value of derivative liabilities is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results.
Beneficial Conversion Features	Beneficial Conversion Features In accordance with FASB ASC 470-20, “Debt with Conversion and Other Options” the Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt or preferred stock instruments that have conversion features at fixed rates that are in-the-money when issued. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The intrinsic value is generally calculated at the commitment date as the difference between the conversion price and the fair value of the common stock or other securities into which the security is convertible, multiplied by the number of shares into which the security is convertible. If certain other securities are issued with the convertible security, the proceeds are allocated among the different components. The portion of the proceeds allocated to the convertible security is divided by the contractual number of the conversion shares to determine the effective conversion price, which is used to measure the BCF. The effective conversion price is used to compute the intrinsic value. The value of the BCF is limited to the basis that is initially allocated to the convertible security.
Stock Purchase Warrants	Stock Purchase Warrants The Company accounts for warrants issued to purchase shares of its common stock as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity.
Cash and cash equivalents	Cash and cash equivalents The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consist of cash on deposit with banks and money market funds, the fair value of which approximates cost. The Company maintains its cash balances with a high-credit-quality financial institution. At times, such cash may be more than the Federal Deposit Insurance Corporation-insured limit of $250,000. The Company has not experienced any losses in such accounts, and management believes the Company is not exposed to any significant credit risk on its cash and cash equivalents.
Accounts receivable	Accounts receivable Accounts receivable are customer obligations due under normal trade terms which are recorded at net realizable value. The Company establishes an allowance for doubtful accounts based on management’s assessment of the collectability of trade receivables. A considerable amount of judgment is required in assessing the amount of the allowance. The Company makes judgments about the creditworthiness of each customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future. If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance will be required. Recovery of bad debt amounts previously written off is recorded as a reduction of bad debt expense in the period the payment is collected. If the Company’s actual collection experience changes, revisions to its allowance may be required. After all attempts to collect a receivable have failed, the receivable is written off against the allowance.
Inventory	Inventory Materials are recorded at cost, determined using the first-in, first-out method. Work-in-process inventories are valued at the actual cost incurred for a specific project. The cost of work-in-process includes materials, direct labor, other direct costs and related production overheads. Inventories are measured at the lower of cost or net realizable value. Historically, costs are generally lower in the case of the Company’s inventories since all animation projects are contract based with guaranteed payments from its customers. Materials-in-transit, if any, are stated at invoice cost plus any importation or other incidental charges. A provision for inventory obsolescence or slow-moving inventory is set-up, if necessary, based on a review of the movement and current condition of raw materials. The Company does not believe that any obsolescence is exists on finished work in process. In the event of a dispute with a client regarding quality or specifications, the Company may incur additional costs because of retakes and editing to achieve customer satisfaction. The Company believes that no reserve for obsolete inventory is necessary as of December 31, 2017 and December 31, 2016.
Property and equipment	Property and equipment Property and equipment are stated at cost or fair value if acquired as part of a business combination. Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred. The carrying amount and accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss is included in results of operations. The estimated useful lives of property and equipment are as follows: Computers, software and office equipment 1 – 5 years Machinery and equipment 3 – 5 years Vehicles 5 years Furniture and fixtures 5 – 10 years Leasehold improvements Lesser of lease term or estimated useful life Construction in process is not depreciated until the construction is completed and the asset is placed into service.
Goodwill and Intangible Assets	Goodwill and Intangible Assets Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisitions is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist of customer relationships and non-compete agreements. Their useful lives range from 1.5 to 10 years. The Company’s indefinite-lived intangible assets consist of trade names. Goodwill and indefinite-lived assets are not amortized but are subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing is a two-step process performed at the reporting unit level. Step one compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then the second step must be completed to measure the amount of impairment, if any. Step two calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the fair value of the reporting unit as calculated in step one. In this step, the fair value of the reporting unit is allocated to all of the reporting unit’s assets and liabilities in a hypothetical purchase price allocation as if the reporting unit had been acquired on that date. If the carrying amount of goodwill exceeds the implied fair value of goodwill, an impairment loss is recognized in an amount equal to the excess. Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates, strategic plans and future market conditions, among others. There can be no assurance that the Company’s estimates and assumptions made for purposes of the goodwill impairment testing will prove to be accurate predictions of the future. Changes in assumptions and estimates could cause the Company to perform impairment test prior to scheduled annual impairment tests. The Company performed its annual fair value assessment at December 31, 2016 on its subsidiaries with material goodwill and intangible asset amounts on their respective balance sheets and determined that no impairment exists.
Long-Lived Assets	Long-Lived Assets The Company evaluates the recoverability of its long-lived assets whenever events or changes in circumstances have indicated that an asset may not be recoverable. The long-lived asset is grouped with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows is less than the carrying value of the assets, the assets are written down to the estimated fair value. The Company evaluated the recoverability of its long-lived assets on December 31, 2017 and at December 31, 2016, respectively on its subsidiaries with material amounts on their respective balance sheets and determined that no impairment exists.
Income taxes	Income taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes” “Accounting for Uncertainty in Income Taxes” The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions on a quarterly basis to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.
Foreign Currency Translation	Foreign Currency Translation The functional and reporting currency of TD Holdings and TDAHK is the Hong Kong Dollar. The functional and reporting currency of Top Draw is the Philippine Peso. Management has adopted ASC 830 “Foreign Currency Matters” for transactions that occur in foreign currencies. Monetary assets denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Average monthly rates are used to translate revenues and expenses. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods. Assets and liabilities of the Company’s operations are translated into the reporting currency, United States dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods. Equity transactions are recorded at the historical rate when the transaction occurred. The resulting translation adjustment is reflected as accumulated other comprehensive income, a separate component of stockholders' equity in the statement of stockholders' equity. Differences may arise in the amount of bad debt expense, depreciation expense and amortization expense reported in the Company's operating results as compared to the corresponding change in allowance for doubtful accounts, accumulated depreciation and accumulated amortization, respectively, due to foreign currency translation. These translation adjustments are reflected in accumulated other comprehensive income, a separate component of the Company's stockholders' equity.
Comprehensive Gain or Loss	Comprehensive Gain or Loss ASC 220 “Comprehensive Income,” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As of December 31, 2017, and December 31, 2016, the Company determined that it had items that represented components of comprehensive income and, therefore, has included a statement of comprehensive income in the financial statements.
Advertising expenses	Advertising expenses Advertising costs are expensed as incurred and included in selling and marketing expenses.
Shipping and handling costs	Shipping and handling costs Shipping and handling costs related to the acquisition of goods from vendors are included in cost of sales.
Basic and Diluted Net Income (Loss) Per Share	Basic and Diluted Net Income (Loss) Per Share The Company computes net income (loss) per share in accordance with ASC 260, “Earnings per Share”
Recent accounting pronouncements	Recent accounting pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations except as noted below: In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 amends the guidance for revenue recognition to replace numerous, industry-specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. The ASU implements a five-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, and early adoption is prohibited. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Management believes the impact of the adoption of ASU 2014-09 will not have any material impact on its Consolidated Financial Statements.

2. Summary of Significant Acc24

2. Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
Schedule of financial assets and liabilities on a recurring basis	Level 1 Level 2 Level 3 Earnout liability $ – $ – $ 429,000
Schedule of changes in financial assets and liabilities	Fair value, January 1, 2016 $ – Fair value of contingent consideration issued during the period 3,987,602 Change in fair value (2,055,895 ) Fair value, December 31, 2016 1,931,707 Fair value of contingent consideration issued during the period 362,500 Change in fair value (1,865,207 ) Fair value, December 31, 2017 $ 429,000
Property and equipment useful lives	Computers, software and office equipment 1 – 5 years Machinery and equipment 3 – 5 years Vehicles 5 years Furniture and fixtures 5 – 10 years Leasehold improvements Lesser of lease term or estimated useful life

3. Accounts Receivable (Tables)

3. Accounts Receivable (Tables)	12 Months Ended
	Dec. 31, 2017
Receivables [Abstract]
Schedule of accounts receivable	December 31, 2017 December 31, 2016 Accounts receivable $ 445,388 $ 697,115 Allowance for doubtful accounts – (146,970 ) Total accounts receivable, net $ 445,388 $ 550,145

4. Prepaid Expenses and Other26

4. Prepaid Expenses and Other Current Assets (Tables)	12 Months Ended
	Dec. 31, 2017
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Schedule of prepaid expenses and other current assets	December 31, 2017 December 31, 2016 Collaborative development agreement $ 191,531 $ – Payment with a letter of intent to acquire business – 32,500 Prepaid rent 55,211 – Vendor advances 43,219 – Prepaid service agreements 578,732 83,690 Employee advance and other payroll related items 15,734 – Other prepaid expenses and current assets 150,952 26,018 Total $ 1,035,379 $ 142,208

5. Property and Equipment (Tabl

5. Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	December 31, 2017 December 31, 2016 Cost Accumulated Depreciation Net Book Value Cost Accumulated Depreciation Net Book Value Capital assets subject to depreciation: Computers, software and office equipment $ 1,792,499 $ (1,319,388 ) 473,111 $ 1,789,070 $ (1,430,016 ) $ 359,054 Construction in progress 219,938 – 219,938 – – – Machinery and equipment 95,356 (88,342 ) 7,014 561,431 (536,045 ) 25,386 Vehicles 159,431 (110,098 ) 49,333 143,395 (83,130 ) 60,265 Furniture and fixtures 305,854 (273,768 ) 32,086 297,346 (263,290 ) 34,056 Leasehold improvements 654,309 (585,808 ) 68,501 648,443 (567,666 ) 80,777 Total fixed assets $ 3,227,387 (2,377,404 ) 849,983 $ 3,439,685 $ (2,880,147 ) $ 559,538

6. Business Combinations (Table

6. Business Combinations (Tables)	12 Months Ended
	Dec. 31, 2017
TD Holdings Limited [Member]
Acquisition table	Consideration Paid: Cash and cash equivalents $ 3,500,000 Common stock, 7,367,001 shares of Grom common stock (includes the 417,000 Letter of Intent shares) 4,240,000 Senior, secured promissory notes, net of discount of $309,049 4,190,951 Working capital adjustment payable to sellers 329,644 Contingent purchase consideration 3,987,602 Fair value of total consideration $ 16,248,197 Recognized amount of identifiable assets acquired, and liabilities assumed: Financial assets: Cash and cash equivalents $ 1,024,424 Accounts receivables 693,406 Inventory 350,769 Prepaid and other assets 148,079 Property and equipment 405,191 Deferred tax assets 180,735 Identifiable intangible assets: Customer relationships 1,526,282 Non-compete agreements 846,638 Trade name 4,386,247 Financial liabilities: Accounts payable and accrued liabilities (465,247 ) Advance payments and deferred revenues (697,752 ) Other noncurrent liabilities (254,631 ) Total identifiable net assets 8,144,141 Goodwill 8,104,056 $ 16,248,197
NetSpective Webfilter [Member]
Acquisition table	Consideration Paid: Cash and cash equivalents $ – Common stock, 41,700 shares paid with letter of intent 32,500 Senior, secured promissory notes 1,000,000 Financial liabilities assumed 521,735 Contingent purchase consideration 362,500 Fair value of total consideration $ 1,916,735 Recognized amount of identifiable assets acquired, and liabilities assumed: Financial assets: Intangible asset Brand name 69,348 Software 1,134,435 Customer relationships 74,004 Financial liabilities: Deferred revenues (521,735 ) Writedown of purchase consideration 463,978 Goodwill 696,705 $ 1,916,735

7. Goodwill and Intangible As29

7. Goodwill and Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of goodwill	Balance, January 1, 2016 $ – Acquisition of TD Holdings Limited 8,104,056 Balance, December 31, 2016 $ 8,104,056 Acquisition of Netspective Webfiltering 696,705 Balance, December 31, 2017 $ 8,800,761
Schedule of intangible assets	12/31/17 12/31/16 Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Intangible assets subject to amortization: Customer relationships 10 $ 1,600,286 $ (236,342 ) $ 1,363,944 $ 1,526,282 $ (76,314 ) $ 1,449,968 Mobile software applications 2 282,500 (240,730 ) 41,770 282,500 (99,479 ) 183,021 NetSpective webfiltering software 5 1,134,435 (226,887 ) 907,548 Noncompete agreements 2 846,638 (846,638 ) – 846,638 (282,213 ) 564,425 Subtotal 3,863,859 (1,550,597 ) 2,313,262 2,655,420 (458,0 06) 2,197,414 Intangible assets not subject to amortization: Trade names – 4,455,595 – 4,455,595 4,386,247 – 4,386,247 Total intangible assets $ 8,319,454 $ (1,550,597 ) $ 6,768,857 $ 7,041,667 $ (458,006 ) $ 6,583,661
Schedule of amortization	2018 $ 428,686 2019 386,916 2020 386,916 2021 386,915 2022 160,029 Thereafter 563,800 $ 2,313,262

9. Accounts Payable and Accru30

9. Accounts Payable and Accrued Liabilities (Tables)	12 Months Ended
	Dec. 31, 2017
Payables and Accruals [Abstract]
Schedule of accounts payable and accrued liabilities	December 31, 2017 December 31, 2016 Earnout consideration payable in connection with Netspective acquisition 362,500 – Executive and employee compensation 838,689 815,480 Interest on convertible debentures and promissory notes 356,599 126,882 Other accrued expenses and liabilities 34,938 207,310 Total accrued liabilities $ 1,592,726 $ 1,149,672

12. Debt (Tables)

12. Debt (Tables)	12 Months Ended
	Dec. 31, 2017
Debt Disclosure [Abstract]
Schedule of convertible debt	December 31, December 31, Redeemable unsecured convertible note -TeleMate $ 1,000,000 – Principal value of secured convertible notes 676,223 225,000 Loan discounts (137,950 ) (36,683 ) Less: Current portion (75,000 ) – Total convertible notes, net $ 1,463,273 $ 188,317
Schedule of secured debt	December 31, 2017 December 31, 2016 Principal value of promissory notes $ 4,040,000 $ 4,000,000 Loan discounts (86,339 ) (237,039 ) Total promissory notes, net $ 3,953,661 $ 3,762,961
Schedule of future debt maturity payments	2017 $ – 2018 $ 75,000 2019 $ 5,641,223 2020 $ – 2021 $ –

13. Income Taxes (Tables)

13. Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Schedule of income tax expense (benefit)	December 31, 2017 December 31, 2016 Current: Federal $ – $ – State and local – – Foreign 70,547 67,978 Total current 70,547 67,978 Deferred: Federal – – State and local – – Foreign (36,851 ) 4,458 Total deferred (36,851 ) 4,458 Total $ 33,696 $ 72,436
Schedule of reconciliation of effective income tax rate	December 31, 2017 December 31, 2016 Tax benefit at statutory federal rate –% –% Increase (decrease) in rate(s) resulting from: Foreign operations, net (0.6) (0.7) Change in deferred taxes (26.6) (2.9) Change in valuation allowance 26.6 2.9 Total (0.6)% (0.7)%
Schedule of income tax payable	December 31, 2017 December 31, 2016 Federal $ – – State and local – – Foreign 46,963 30,317 Total $ 46,963 $ 30,317
Schedule of deferred income taxes	December 31, 2017 December 31, 2016 Non-current deferred tax assets: Retirement benefits $ 71,249 $ 71,916 Write down of investment(s) 65,958 66,575 Deferred revenue net 43,193 7,102 Other 20,890 20,308 Net operating loss carryforwards 5,143,029 3,546,627 Less: valuation allowance (5,143,029 ) (3,546,627 ) Total non-current deferred tax asset 201,290 165,901 Total deferred tax asset $ 201,290 $ 165,901

14. Stockholders' Equity (Table

14. Stockholders' Equity (Tables)	12 Months Ended
	Dec. 31, 2017
Equity [Abstract]
Schedule of warrants	Number of Warrants Outstanding Weighted Avg. Exercise Price Weighted Avg. Contractual Life (Yrs) Balance January 1, 2016 12,568,369 $ 1.00 1.67 Warrants issued – Less : Warrants exercised (5,216,670 ) $ 1.00 Balance January 1, 2017 7,351,699 $ 0.26 0.75 Warrants issued 567,166 $ 1.50 2.25 Less : Warrants exercised (7,107,765 ) $ 0.24 Warrants forfeited (29,190 ) $ 0.24 December 31, 2017 781,910 $ 1.36 2.38
Schedule of options	Options Options Options Vested Strike Price Weighted Average Remaining Life In Years 7,735,350 – 7,735,350 7,735,350 $ 0.24 5.3 9,695,250 417,000 9,278,250 9,278,250 $ 0.36 1.4 938,250 938,250 – – $ 0.48 13,135,500 3,544,500 9,591,000 9,591,000 $ 0.72 2.3 5,421,000 1,042,500 4,378,500 4,011,019 $ 0.78 2.9 Total 36,925,350 (5,942,250 ) 30,983,100 30,615,619 2.9

15. Commitments and Contingen34

15. Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Schedule of future minimum payments	2018 $ 328,503 2019 $ 340,928 2020 $ 344,487 2021 $ 361,175 2022 $ 378,708

2. Summary of Significant Acc35

2. Summary of Significant Accounting Policies (Details - Fair value) - USD ($)	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Earnout liability	$ 429,000	$ 1,931,707	$ 0
Fair Value, Inputs, Level 1 [Member]
Earnout liability	0
Fair Value, Inputs, Level 2 [Member]
Earnout liability	0
Fair Value, Inputs, Level 3 [Member]
Earnout liability	$ 429,000

2. Summary of Significant Acc36

2. Summary of Significant Accounting Policies (Details - Change in fair value) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Accounting Policies [Abstract]
Derivative fair value, beginning balance	$ 1,931,707	$ 0
Fair value of contingent consideration issued	362,500	3,987,602
Change in fair value	(1,865,207)	(2,055,895)
Derivative fair value, ending balance	$ 429,000	$ 1,931,707

2. Summary of Significant Acc37

2. Summary of Significant Accounting Policies (Details - Property useful lives)	12 Months Ended
	Dec. 31, 2017
Customer Relationships and Non-Compete Agreements [Member]
Intangible useful lives	1.5 to 10 years
Computers, Software and Office Equipment [Member]
Property and equipment useful lives	1-5 years
Machinery and Equipment [Member]
Property and equipment useful lives	3-5 years
Vehicles [Member]
Property and equipment useful lives	5 years
Furniture and Fixtures [Member]
Property and equipment useful lives	5-10 years
Leasehold Improvements [Member]
Property and equipment useful lives	Lesser of lease term or estimated useful life

3. Accounts Receivable (Details

3. Accounts Receivable (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Receivables [Abstract]
Accounts receivable, gross	$ 445,388	$ 697,115
Allowance for doubtful accounts	0	(146,970)
Accounts receivable, net	$ 445,388	$ 550,145

3. Accounts Receivable (Detai39

3. Accounts Receivable (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Bad debt expense	$ 0	$ 0
Accounts receivable	445,388	697,115
Allowance for bad debts	$ 0	146,970
TD Holdings Limited [Member]
Accounts receivable		1,719,001
Allowance for bad debts		$ 146,904
Sales Revenue, Net [Member] | 4 Customers [Member]
Concentration percentage	71.60%	60.00%
Accounts Receivable [Member] | 5 Customers [Member]
Concentration percentage	77.30%	73.70%

4. Prepaid Expenses and Other40

4. Prepaid Expenses and Other Current Assets (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Prepaid expenses and other current assets	$ 1,035,379	$ 142,208
Collaborative Development Agreement [Member]
Prepaid expenses and other current assets	191,531	0
Payment with a letter of intent to acquire business [Member]
Prepaid expenses and other current assets	0	32,500
Prepaid Rent [Member]
Prepaid expenses and other current assets	55,211	0
Vendor Advances [Member]
Prepaid expenses and other current assets	43,219	0
Prepaid Service Agreements [Member]
Prepaid expenses and other current assets	578,732	83,690
Employee Advance and Other Payroll Related Items [Member]
Prepaid expenses and other current assets	15,734	0
Other Prepaid Expenses and Current Assets [Member]
Prepaid expenses and other current assets	$ 150,952	$ 26,018

5. Property and Equipment (Deta

5. Property and Equipment (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Property and equipment, gross	$ 3,227,387	$ 3,439,685
Accumulated depreciation	(2,377,404)	(2,880,147)
Property and equipment, net	849,893	559,538
Computers, Software and Office Equipment [Member]
Property and equipment, gross	1,792,499	1,789,070
Accumulated depreciation	(1,319,388)	(1,430,016)
Property and equipment, net	473,111	359,054
Construction in Progress [Member]
Property and equipment, gross	219,938	0
Accumulated depreciation	0	0
Property and equipment, net	219,938	0
Machinery and Equipment [Member]
Property and equipment, gross	95,356	561,431
Accumulated depreciation	(88,342)	(536,045)
Property and equipment, net	7,014	25,386
Vehicles [Member]
Property and equipment, gross	159,431	143,395
Accumulated depreciation	(110,098)	(83,130)
Property and equipment, net	49,333	60,265
Furniture and Fixtures [Member]
Property and equipment, gross	305,854	297,346
Accumulated depreciation	(273,768)	(263,290)
Property and equipment, net	32,086	34,056
Leasehold Improvements [Member]
Property and equipment, gross	654,309	648,443
Accumulated depreciation	(585,808)	(567,666)
Property and equipment, net	$ 68,501	$ 80,777

5. Property and Equipment (De42

5. Property and Equipment (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 277,047	$ 131,132

6. Business Combinations (Detai

6. Business Combinations (Details - Acquisition TD Holdings) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 20, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Consideration Paid:
Cash and cash equivalents		$ 0	$ 3,500,000
Financial liabilities:
Goodwill		$ 8,800,761	$ 8,104,056	$ 0
TD Holdings Limited [Member]
Consideration Paid:
Cash and cash equivalents	$ 3,500,000
Common stock, 7,367,001 shares of Grom common stock (includes the 417,000 Letter of Intent shares)	4,240,000
Senior, secured promissory notes, net of discount of $309,049	4,190,951
Working capital adjustment payable to sellers	329,644
Contingent purchase consideration	3,987,602
Fair value of total consideration	16,248,197
Financial assets:
Cash and cash equivalents	1,024,424
Accounts receivables	693,406
Inventory	350,769
Prepaid and other assets	148,079
Property and equipment	405,191
Deferred tax assets	180,735
Financial liabilities:
Accounts payable and accrued liabilities	(465,247)
Advance payments and deferred revenues	(697,752)
Other noncurrent liabilities	(254,631)
Total identifiable net assets	8,144,141
Goodwill	8,104,056
Total identifiable assets acquired, liabilities assumed and goodwill	16,248,197
TD Holdings Limited [Member] | Customer Relationships [Member]
Identifiable intangible assets:
Identifiable intangible assets	1,526,282
TD Holdings Limited [Member] | Noncompete Agreements [Member]
Identifiable intangible assets:
Identifiable intangible assets	846,638
TD Holdings Limited [Member] | Trade Names [Member]
Identifiable intangible assets:
Identifiable intangible assets	$ 4,386,247

6. Business Combinations (Det44

6. Business Combinations (Details - Acquisition NetSpective) - USD ($)	Jan. 02, 2017	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Consideration Paid:
Cash and cash equivalents		$ 0	$ 3,500,000
Financial liabilities:
Goodwill		$ 8,800,761	$ 8,104,056	$ 0
NetSpective Webfilter [Member]
Consideration Paid:
Cash and cash equivalents	$ 0
Common stock, 41,700 shares paid with letter of intent	32,500
Senior, secured promissory notes	1,000,000
Financial liabilities assumed	521,735
Contingent purchase consideration	362,500
Fair value of total consideration	1,395,000
Financial liabilities:
Deferred revenues	(521,735)
Writedown of purchase consideration	463,978
Goodwill	696,705
Total identifiable assets acquired, liabilities assumed and goodwill	1,916,735
NetSpective Webfilter [Member] | Brand Name [Member]
Identifiable intangible assets:
Identifiable intangible assets	69,348
NetSpective Webfilter [Member] | Software [Member]
Identifiable intangible assets:
Identifiable intangible assets	1,134,435
NetSpective Webfilter [Member] | Customer Relationships [Member]
Identifiable intangible assets:
Identifiable intangible assets	$ 74,004

6. Business Combinations (Det45

6. Business Combinations (Details Narrative) - TD Holdings Limited [Member] - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Interest expense	$ 202,667	$ 72,010
Note payable balance outstanding	$ 86,338	$ 237,039

7. Goodwill and Intangible As46

7. Goodwill and Intangible Assets (Details - Goodwill) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill, beginning balance	$ 8,104,056	$ 0
Goodwill additions	696,705	8,104,056
Goodwill, ending balance	$ 8,800,761	$ 8,104,056

7. Goodwill and Intangible As47

7. Goodwill and Intangible Assets (Details - Intangibles) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Finite intangible assets, gross	$ 3,863,859	$ 2,655,420
Accumulated amortization	(1,550,597)	(458,006)
Finite intangible assets, net	2,313,262	2,197,414
Indefinite lived intangible asset	8,319,454	7,041,667
Total intangible assets	6,768,857	6,583,661
Trade Names [Member]
Indefinite lived intangible asset	4,455,595	4,386,247
Customer Relationships [Member]
Finite intangible assets, gross	1,600,286	1,526,282
Accumulated amortization	(236,342)	(76,314)
Finite intangible assets, net	$ 1,363,944	1,449,968
Amortization period	10 years
Mobile Software Applications [Member]
Finite intangible assets, gross	$ 282,500	282,500
Accumulated amortization	(240,730)	(99,479)
Finite intangible assets, net	$ 41,770	183,021
Amortization period	2 years
NetSpective Webfiltering Software [Member]
Finite intangible assets, gross	$ 1,134,435	0
Accumulated amortization	(226,887)	0
Finite intangible assets, net	$ 907,548	0
Amortization period	5 years
Noncompete Agreements [Member]
Finite intangible assets, gross	$ 846,638	846,638
Accumulated amortization	(846,638)	(282,213)
Finite intangible assets, net	$ 0	$ 564,425
Amortization period	2 years

7. Goodwill and Intangible As48

7. Goodwill and Intangible Assets (Details - Amortization schedule) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Future amortization 2018	$ 428,686
Future amortization 2019	386,916
Future amortization 2020	386,916
Future amortization 2021	386,915
Future amortization 2022	160,029
Future amortization Thereafter	563,800
Future amortization total	$ 2,313,262	$ 2,197,414

7. Goodwill and Intangible As49

7. Goodwill and Intangible Assets (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 1,092,592	$ 458,006

9. Accounts Payable and Accru50

9. Accounts Payable and Accrued Liabilities (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Payables and Accruals [Abstract]
Earnout consideration payable in connection with Netspective acquisition	$ 362,500	$ 0
Executive and employee compensation	838,689	815,480
Interest on convertible debentures and promissory notes	356,599	126,882
Other accrued expenses and liabilities	34,938	207,310
Total accrued liabilities	$ 1,592,726	$ 1,149,672

10. Related Party Payables (Det

10. Related Party Payables (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Deferred salaries	$ 838,689	$ 815,480
Rutherford [Member]
Debt converted, amount converted		$ 230,000
Debt converted, shares issued		309,973
Darren Marks [Member]
Debt converted, amount converted	$ 333,333
Debt converted, shares issued	666,666
Loans payable	$ 1,291,018
Melvin Leiner [Member]
Debt converted, amount converted	$ 166,667
Debt converted, shares issued	333,334
Loans payable	$ 842,468
2 Officers [Member]
Deferred salaries	617,213	$ 623,953
Marks Family Trust [Member]
Due to related parties	1,215,442	1,247,750
Leiner Family Trust [Member]
Due to related parties	$ 861,198	$ 867,513

11. Other Noncurrent Liabilit52

11. Other Noncurrent Liabilities (Details Narrative) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Other Liabilities Disclosure [Abstract]
Accrued retirement benefit	$ 237,496	$ 237,719

12. Debt (Details - Convertible

12. Debt (Details - Convertible debentures) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Convertible debt, current	$ 75,000	$ 0
Convertible debt, net	1,463,273	188,317
Convertible Debentures [Member]
Unamortized discount	(137,950)	(36,683)
Convertible Debentures [Member] | Redeemable unsecured Telemate [Member]
Convertible debt, gross	1,000,000	0
Convertible Debentures [Member] | Secured Convertible notes [Member]
Convertible debt, gross	$ 676,223	$ 225,000

12. Debt (Details - Secured deb

12. Debt (Details - Secured debt) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Principal value of promissory notes	$ 4,040,000	$ 4,000,000
Promissory notes, net	3,953,661	3,762,961
Secured Debt [Member]
Loan discounts	$ (86,339)	$ (237,039)

12. Debt (Details - Debt maturi

12. Debt (Details - Debt maturities)	Dec. 31, 2017USD ($)
Debt Disclosure [Abstract]
2,017	$ 0
2,018	75,000
2,019	5,641,223
2,020	0
2,021	$ 0

12. Debt (Details Narrative)

12. Debt (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Proceeds from convertible debt	$ 541,100	$ 2,705,600
Amortization of loan discount	$ 195,877	770,576
TeleMate [Member]
Debt initial date	Jan. 1, 2017
Debt face amount	$ 1,000,000
Debt maturity date	Jan. 1, 2020
Convertible OID Notes [Member] | Accredited Investors [Member]
Proceeds from convertible debt	$ 601,223
Original issue discount	$ 60,122
Stock issued with convertible debt, shares	150,305
Stock issued with convertible debt, value	$ 78,321
Amortization of loan discount	$ 4,543
Secured Conv Debt [Member] | Accredited Investors [Member]
Proceeds from convertible debt		2,705,600
Original issue discount		$ 32,620
Stock issued with convertible debt, shares		884,244
Stock issued with convertible debt, value		$ 667,332
Amortization of loan discount		215,427
Beneficial conversion feature		67,917
Unamortized discount		4,063
Amortization of debt discount		22,891
Debt converted, amount converted		2,480,600
Debt converted, interest converted		$ 233,029
Debt converted, shares issued		3,771,928
Interest expense, debt		$ 460,248
Secured Promissory Note [Member] | TD Holdings [Member] | Closing of Acquisition [Member]
Debt initial date		Jul. 1, 2016
Debt face amount		$ 500,000
Debt interest rate		5.00%
Secured Promissory Note [Member] | TD Holdings [Member] | Share Sale Agreement [Member]
Debt initial date		Jun. 20, 2016
Debt face amount		$ 4,000,000
Debt interest rate		5.00%

13. Income Taxes - (Details -

13. Income Taxes - (Details - Schedule of income tax expense (benefit)) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Current:
Federal	$ 0	$ 0
State and local	0	0
Foreign	70,547	67,978
Total current	70,547	67,978
Deferred:
Federal	0	0
State and local	0	0
Foreign	(36,851)	4,458
Total deferred	(36,851)	4,458
Total	$ 33,696	$ 72,436

13. Income Taxes - (Details 58

13. Income Taxes - (Details - Reconciliation of income tax expense (benefit))	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Tax benefit at statutory federal rate	0.00%	0.00%
Increase (decrease) in rate(s) resulting from:
Foreign operations, net	(0.60%)	(0.70%)
Change in deferred taxes	(26.60%)	(2.90%)
Change in valuation allowance	26.60%	2.90%
Total	(0.60%)	(0.70%)

13. Income Taxes - (Details 59

13. Income Taxes - (Details - Schedule of income taxes payable) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Total	$ 46,963	$ 30,137
Federal [Member]
Total	0	0
State and Local [Member]
Total	0	0
Foreign [Member]
Total	$ 46,963	$ 30,317

13. Income Taxes - (Details- S

13. Income Taxes - (Details- Schedule of deferred income taxes) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Non-current deferred tax assets:
Retirement benefits	$ 71,249	$ 71,916
Write down of investment(s)	65,958	66,575
Deferred revenue net	43,193	7,102
Other	20,890	20,308
Net operating loss carryforwards	5,143,029	3,546,627
Less: valuation allowance	(5,143,029)	(3,546,627)
Total non-current deferred tax asset	201,290	165,901
Total deferred tax asset	$ 201,290	$ 165,901

13. Income Taxes (Details Narra

13. Income Taxes (Details Narrative)	12 Months Ended
	Dec. 31, 2017USD ($)
Income Tax Disclosure [Abstract]
Operating loss carryforward	$ 15,126,555
Operating loss carryforward expiration date	Dec. 31, 2036

14. Stockholders' Equity (Detai

14. Stockholders' Equity (Details - Warrant activity) - $ / shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Number of warrants
Warrants outstanding, beginning balance	7,351,699	12,568,369
Warrants issued	567,166	0
Warrants exercised	(7,107,765)	(5,216,670)
Warrants forfeited	(29,190)
Warrants outstanding, ending balance	781,910	7,351,699
Weighted Average Exercise Price
Weighted Average Exercise Price, Warrants outstanding, beginning balance	$ 0.26	$ 1
Weighted Average Exercise Price, Warrants issued	1.50
Weighted Average Exercise Price, Warrants exercised	0.24	1
Weighted Average Exercise Price, Warrants forfeited	0.24
Weighted Average Exercise Price, Warrants outstanding, ending balance	$ 1.36	$ 0.26
custom:AverageRemainingContractualTermAbstract
Average Remaining Contractual Term, Warrants outstanding	2 years 3 months	9 months
Average Remaining Contractual Term, Warrants issued	2 years 4 months 17 days

14. Stockholders' Equity (Det63

14. Stockholders' Equity (Details - Option Activity) - Options [Member]	12 Months Ended
	Dec. 31, 2017$ / sharesshares
Option 1 [Member]
Options issued	7,735,350
Options forfeited	0
Options outstanding	7,735,350
Vested options	7,735,350
Strike price | $ / shares	$ 0.24
Weighted average remaining life	5 years 3 months 18 days
Option 2 [Member]
Options issued	9,695,250
Options forfeited	417,000
Options outstanding	9,278,250
Vested options	9,278,250
Strike price | $ / shares	$ 0.36
Weighted average remaining life	1 year 4 months 24 days
Option 3 [Member]
Options issued	938,250
Options forfeited	938,250
Options outstanding	0
Vested options	0
Strike price | $ / shares	$ 0.48
Option 4 [Member]
Options issued	13,135,500
Options forfeited	3,544,500
Options outstanding	9,591,000
Vested options	9,591,000
Strike price | $ / shares	$ 0.72
Weighted average remaining life	2 years 3 months 18 days
Option 5 [Member]
Options issued	5,421,000
Options forfeited	1,042,500
Options outstanding	4,378,500
Vested options	4,011,019
Strike price | $ / shares	$ 0.78
Weighted average remaining life	2 years 10 months 24 days
Option 6 [Member]
Options issued	36,925,350
Options forfeited	5,942,250
Options outstanding	30,983,100
Vested options	30,615,619
Weighted average remaining life	2 years 10 months 24 days

14. Stockholders' Equity (Det64

14. Stockholders' Equity (Details Narrative) - USD ($)	12 Months Ended		24 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017
Proceeds from issuance of common stock	$ 0	$ 340,076
Proceeds from warrant exercises	1,566,000	1,251,000
Issuance of common stock in lieu of cash for loans payable and other accrued obligations, value	533,000	150,000
Issuance of common stock in connection with the amendment of terms of promissory note(s), value		32,500
Issuance of common stock in connection with the issuance of convertible debenture(s), value	78,322	667,332
Issuance of common stock in connection with the acquisition of a business, value	147,000	4,272,500
Issuance of common stock in connection with the acquisition of certain intangible assets, value	60,000	162,500
Stock based compensation	2,658,633	8,080,998
Options [Member]
Stock based compensation	$ 1,823,408	$ 8,080,998
MamaBear Mobile Software [Member]
Issuance of common stock in connection with the acquisition of certain intangible assets, shares		208,500
Issuance of common stock in connection with the acquisition of certain intangible assets, value		$ 162,500
TD Holdings Limited [Member]
Issuance of common stock in connection with the acquisition of a business, shares		7,408,701
Issuance of common stock in connection with the acquisition of a business, value		$ 4,272,500
Common Stock
Stock issued for warrant exercises		884,244
Issuance of common stock in lieu of cash for loans payable and other accrued obligations, shares	1,045,870	521,250
Issuance of common stock in lieu of cash for loans payable and other accrued obligations, value	$ 533,000	$ 150,000
Issuance of common stock in connection with the amendment of terms of promissory note(s), shares		41,700
Issuance of common stock in connection with the amendment of terms of promissory note(s), value		$ 32,500
Issuance of common stock in connection with the issuance of convertible debenture(s), shares		884,244
Issuance of common stock in connection with the issuance of convertible debenture(s), value		$ 667,332
Debt converted, amount converted		2,480,600
Debt converted, interest converted		$ 233,029
Debt converted, shares issued		3,771,928
Employees, Officers and Directors [Member]
Stock issued for compensation, shares	1,156,931
Stock issued for compensation, value	$ 835,225
Consultants and Other Professionals [Member]
Stock issued for compensation, shares	3,264,965	543,030
Stock issued for compensation, value	$ 1,892,735	$ 343,225
Accredited Investors [Member] | Convertible OID Notes [Member]
Stock issued with convertible debt, shares	150,305		150,305
Stock issued with convertible debt, value	$ 78,321		$ 78,321
Warrant Exercises [Member]
Stock issued for warrant exercises	6,530,220	5,216,670
Proceeds from warrant exercises	$ 1,566,000	$ 1,251,000
Issuance of common stock in connection with the issuance of convertible debenture(s), shares	6,530,220	5,216,670
Private Placement [Member]
Stock issued new, shares			436,987
Proceeds from issuance of common stock			$ 340,076

15. Commitments and Contingen65

15. Commitments and Contingencies (Details)	Dec. 31, 2017USD ($)
Commitments and Contingencies Disclosure [Abstract]
2,018	$ 328,503
2,019	340,928
2,020	344,487
2,021	361,175
2,022	$ 378,708

15. Commitments and Contingen66

15. Commitments and Contingencies (Details Narrative)	12 Months Ended
	Dec. 31, 2017USD ($)
NetSpective Division [Member]
Operating lease payment frequency	monthly
Operating lease payment	$ 2,055
Boca Raton, Florida [Member]
Operating lease payment frequency	monthly
Operating lease payment	$ 2,000
Manila, Philippines [Member]
Operating lease payment frequency	monthly
Operating lease payment	$ 22,533