Liberated Syndication (LSYN) 10-K 26 Mar 18 2017 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2017	Mar. 22, 2018	Jun. 30, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	Liberated Syndication Inc.
Entity Central Index Key	1,667,489
Amendment Flag	false
Document Type	10-K
Document Period End Date	Dec. 31, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Common Stock, Shares Outstanding		29,595,473
Entity Public Float			$ 20,428,703

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2017	Dec. 31, 2016
CURRENT ASSETS:
Cash	$ 5,211,845	$ 4,875,458
Accounts receivable, net	660,139	385,335
Prepaid expenses	186,425	44,583
Total current assets	6,058,409	5,305,376
Property and equipment, net	3,007,025	33,982
Goodwill	16,352,069	11,484,251
Definite life - intangible	9,644,000	0
Other	7,076	0
Total assets	35,068,579	16,823,609
CURRENT LIABILITIES:
Accounts payable	440,565	536,295
Accrued expenses	769,485	313,586
Deferred revenue, net	1,247,686	110,167
Current portion of capital lease obligation	69,243	0
Current portion of loans payable, net of $33,366 discount	1,566,634	0
Total current liabilities	4,093,613	960,048
Loans payable, net of $79,634 discount, less current portion	8,320,366	0
Capital lease obligation, net of current portion	73,817	0
Deferred revenue, net	133,617	0
Total long-term liabilities	8,527,800	0
Total liabilities	12,621,413	960,048
STOCKHOLDERS' EQUITY
Common stock	29,596	20,806
Additional paid-in capital	34,804,457	25,047,247
Retained Earnings (accumulated deficit)	(12,386,887)	(9,204,492)
Total stockholders' equity	22,447,166	15,863,561
Total liabilities and stockholders' equity	$ 35,068,579	$ 16,823,609

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 14,000	$ 14,000
Common stock authorized	200,000,000	200,000,000
Common stock par value	$ .001	$ 0.001
Common stock outstanding	29,595,473	20,805,860

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Statement [Abstract]
Revenue	$ 10,584,219	$ 8,792,208
Costs and operating expenses
Cost of revenue (excluding depreciation and amortization)	2,379,151	2,268,046
General and administrative	2,989,775	2,786,923
Non-cash compensation	7,274,000	0
Technology	610,794	515,756
Selling	299,074	282,954
Customer support	191,820	129,232
Depreciation and amortization	22,033	24,679
Total costs and operating expenses	13,766,647	6,007,590
Operating income (loss)	(3,182,428)	2,784,618
Other income (expense)	33	0
Income (loss) from operations	(3,182,395)	2,784,618
Income tax expense (benefit)	0	0
Net Income (loss)	$ (3,182,395)	$ 2,784,618
BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE	$ (0.13)	$ 0.13
BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING	24,390,595	20,805,860

STATEMENT OF STOCKHOLDERS_ EQUI

STATEMENT OF STOCKHOLDERS’ EQUITY - USD ($)	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]
Balance, amount at Dec. 31, 2015	$ 20,806	$ 25,694,513	$ (11,989,110)
Balance, shares at Dec. 31, 2015	20,805,860
Distribution to FAB Universal Corp		(647,266)
Net income (loss)			2,784,618
Balance, amount at Dec. 31, 2016	$ 20,806	25,047,247	(9,204,492)
Balance, shares at Dec. 31, 2016	20,805,860
Issuance of Common Stock for services, amount	$ 7,250	7,266,750
Issuance of Common Stock for services, shares	7,250,000
Repurchase of Common Stock, amount	$ (40)	(7,960)
Repurchase of Common Stock, shares	(40,000)
Issuance of Common Stock to acquire Pair Networks Inc., amount	$ 1,580	2,498,420
Issuance of Common Stock to acquire Pair Networks Inc., shares	1,579,613
Net income (loss)			(3,182,395)
Balance, amount at Dec. 31, 2017	$ 29,596	$ 34,804,457	$ (12,386,887)
Balance, shares at Dec. 31, 2017	29,595,473

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Cash Flows from Operating Activities
Net income (loss)	$ (3,182,395)	$ 2,784,618
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	22,033	24,679
Issuance of common stock for services	7,274,000	0
Change in assets and liabilities:
Accounts receivable	(184,874)	(49,068)
Prepaid expenses	(70,289)	(32,083)
Accounts payable	(319,483)	125,861
Accrued expense	66,586	271,507
Deferred revenue	(18,174)	(36,693)
Net Cash Provided by Operating Activities	3,587,404	3,088,821
Cash Flows from Investing Activities:
Purchase of property & equipment	(69,064)	(36,791)
Acquisition of Pair Networks Inc., net of cash acquired	(13,060,953)	0
Net Cash Used in Investing Activities	(13,130,017)	(36,791)
Cash Flows from Financing Activities:
Distribution to FAB Universal Corp	0	(647,266)
Re-purchase of common stock	(8,000)	0
Proceeds from loan	10,000,000	0
Payment of debt issuance costs	(113,000)	0
Net Cash Used in Financing Activities	9,879,000	(647,266)
Net Increase in Cash and Cash Equivalents	336,387	2,404,764
Cash and Cash Equivalents at Beginning of Period	4,875,458	2,470,694
Cash and Cash Equivalents at End of Period	5,211,845	4,875,458
Supplemental Disclosures of Cash Flow Information
Cash paid during the periods for: Interest	0	0
Cash paid during the periods for: Income taxes	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Organization On December 27, 2017, the Company purchased all the issued and outstanding shares of Pair Networks Inc., (“Pair”), a Pennsylvania corporation, and subsidiaries Ryousha Kokusai, LLC(Ryousha) and 660837NB, Inc. (NB), in a transaction accounted for as a purchase. The accompanying consolidated financial statements include the financial statements of Pair Ryousha and NB from December 28, 2017 to December 31, 2017. Pair Networks Inc., provides web hosting services and domain name registrations. Services include shared web hosting, e-commerce, fully-managed virtual private and dedicated servers, customer self-managed dedicated servers, domain-name registration, co-location and content-delivery networks. Pair began operations in August 1995. It incorporated in the state of Pennsylvania in August 1998. Pair’s principal operations are conducted on-site in Pittsburgh, PA. Pair also has an operating site in Denver, Colorado, and a remote site back-up location in Pittsburgh, PA. Ryousha Kokusai, LLC (dba Pair International), a wholly owned single-member limited liability company subsidiary of Pair, was formed on January 1, 2015. The Value Added Tax(VAT) for sales to European Union countries subject to the VAT in Europe are paid through Ryousha Kokusai LLC. N.B LLC, a Canadian Company was organized on December 2, 2011. NB is used solely for holding the Canadian tradenames and domain names. There are no operating activities conducted by NB Consolidation Accounting Estimates Our more significant estimates include: · the determination of the best estimate of selling price of the deliverables included in multiple-deliverable revenue arrangements; · the fair value of assets acquired, and liabilities assumed in business acquisitions; · the assessment of recoverability of long-lived assets, including property and equipment, goodwill and intangible assets; · the estimated reserve for refunds; · the estimated useful lives of intangible and depreciable assets; · the grant date fair value of equity-based awards; · the recognition, measurement, and valuation of current and deferred income taxes; We periodically evaluate these estimates and adjust prospectively, if necessary. We believe our estimates and assumptions are reasonable; however, actual results may differ from our estimates. Segment and Reporting Unit - Cash and Cash Equivalents Accounts Receivable Registry Deposits - Prepaid Domain Name Registry Fees - Depreciation Long-lived intangible assets Software Development Costs Debt Issuance Costs - Goodwill Advertising Costs Fair Value of Financial Instruments • Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities; • Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and • Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Unless otherwise disclosed, the fair value of the Company’s financial instruments including cash, accounts receivable, prepaid expenses, and accounts payable, deferred revenue and accrued expenses approximates their recorded values due to their short-term maturities. Revenue Recognition Revenue consist of podcast hosting, media publishing /advertising, podcast subscription, app sales, web hosting services including shared web hosting, e-commerce, fully-managed virtual private and dedicated servers, customer self-managed dedicated servers, domain name registrations and co-location and content-delivery networks. These products are sold to customer throughout the world. The Company does not track the geographic location of its customers. Podcast Hosting. Podcast hosting publishing services are billed on a month to month basis. The Company recognizes revenue from providing digital media publishing services when the services are provided and when collection is probable. Podcast Subscription. The Company facilitates the sale of producers’ premium content through the sale of subscriptions. The amount earned per transaction is fixed and the producers determine the price for the sale of the subscription, and the Company earns a percentage of what the customer pays. Accordingly, the Company reports premium subscription revenue on a net basis over the subscription service period. Media Publishing /Advertising. The Company recognizes revenue from the insertion of advertisements in digital media, as the digital media with the advertisement is downloaded and collection is probable. Apps. The Company recognizes revenue from the sale of apps when sold and collection is probable. Domains. Domains revenue primarily consists of domain registrations and renewals, domain privacy, domain application fees, domain back-orders, aftermarket domain sales and fee surcharges paid to ICANN. Domain registrations provide a customer with the exclusive use of a domain during the applicable contract term. After the contract term expires, unless renewed, the customer can no longer access the domain. Consideration is recorded as deferred revenue at the time of sale, and revenue, other than for aftermarket domain sales, is recognized as the product or service is delivered to the customer. Aftermarket domain revenue is recognized when control of the domain is transferred to the buyer. WEB Hosting. Hosting revenue primarily consists of website hosting products, website building products and services, an online shopping cart, search engine optimization and SSL certificates for encrypting data between the online browser and the certificate owner's server. Consideration is recorded as deferred revenue at the time of sale, and revenue is recognized as the product or service is delivered to the customer. Revenue arrangements with multiple deliverables are divided into separate units of accounting if each deliverable has stand-alone value to the customer. The majority of our revenue arrangements consist of multiple-element arrangements, with revenue for each unit of accounting recognized as the product or service is delivered to the customer. Our multiple-element arrangements may include a combination of some or all of the following: domain registrations, website hosting products, website building products and services, Secure Sockets Layer (SSL) certificates and other cloud-based products. Each of these products has stand-alone value and are sold separately. Consideration is allocated to each deliverable at the inception of an arrangement based on relative selling prices. We determine the relative selling price for each deliverable based on our vendor-specific objective evidence of selling price (VSOE) or our best estimate of selling price (BESP), if VSOE is not available. We have determined third-party evidence of selling price (TPE) is not a practical alternative due primarily to the significant variability among available third-party pricing information for similar products and differences in the features of our product and service offerings compared to other parties. We establish VSOE for certain of our products when a consistent number of stand-alone sales of these products have been priced within a reasonably narrow range. We are unable to establish VSOE when we lack pricing consistency, primarily related to our marketing strategies and variability in pricing due to promotional activity. For products where VSOE is not available, we determine BESP by considering our overall pricing objectives and market conditions. Significant factors taken into consideration include historical and expected discounting practices, the size, volume and term length of transactions, customer demographics, the geographic areas in which our products and services are sold and our overall go-to-market strategy. We maintain a reserve to provide for refunds granted to customers. Our reserve is an estimate based on historical refund experience. Refunds reduce deferred revenue at the time they are granted and result in a reduced amount of revenue recognized over the contract term of the applicable product compared to the amount originally expected. Consideration provided to customers for sales incentives or service disruption credits is recorded as a reduction of revenue at the later of the time the related revenue is recognized or when such consideration is offered. Such incentives and credits were not material in any of the periods presented. Equity-Based Compensation - Expected term. Expected volatility. Expected dividend yield. Risk-free interest rate. Business Combinations - Leases Research and Development - Earnings (Loss) Per Share Income Taxes Recently Enacted Accounting Standards - Prior Period Reclassifications - We will adopt the new standard effective January 1, 2018 using the modified retrospective transition method. We finalized our assessment of the new standard and the adoption of this guidance will not have a material impact on our consolidated financial statements or our internal controls over financial reporting. In February 2016, the FASB issued changes to the accounting for leases that primarily affect presentation and disclosure requirements. The new standard will require the recognition of a right to use asset and underlying lease liability for operating leases with an initial life in excess of one year. This standard is effective for us beginning in the first quarter of 2019. We have not yet determined the impact of the new standard on our consolidated financial statements. In January 2017, the FASB issued new guidance clarifying the definition of a business for determining whether transactions should be accounted for as acquisitions or disposals of assets or businesses. If substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single asset or a group of similar assets, the assets acquired (or disposed of) are not considered to be a business. Our early adoption of this guidance effective October 1, 2017 did not have a material impact. In January 2017, the FASB issued new guidance simplifying the goodwill impairment test, eliminating the requirement for an entity to determine the fair value of its assets and liabilities (including unrecognized assets and liabilities) at the impairment testing date following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, an entity will be required to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity will be required to recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to the reporting unit. The guidance is effective for annual and interim reporting periods beginning after December 15, 2019, with early adoption permitted. We are currently evaluating the timing of our adoption and the expected impact of this new guidance. In May 2017, the FASB issued new guidance to amend the scope of modification accounting for share-based payment arrangements. The amendment provides guidance on the types of changes to the terms or conditions of share-based payment awards which would require an entity to apply modification accounting. Our adoption of this guidance on January 1, 2018 is not expected to have a material impact. Other recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

PROPERTY & EQUIPMENT

PROPERTY & EQUIPMENT	12 Months Ended
	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	The following is a summary of property and equipment at: Life December 31, December 31, Furniture, fixtures, and equipment 3-10 yrs $ 8,032,178 $ 145,553 Leasehold improvements 3 - 5 yrs 2,646,400 — Software 3 yrs 6,503 — 10,685,081 145,553 Less: Accumulated depreciation (7,678,056 ) (111,571 ) Property & equipment, net $ 3,007,025 $ 33,982 Depreciation expense for the periods ended December 31, 2017 and 2016 was $22,033 and $24,679, respectively.

ACQUISITION

ACQUISITION	12 Months Ended
	Dec. 31, 2017
Business Combinations [Abstract]
ACQUISITION	On December 27, 2017, the Company acquired of all the issued and outstanding shares of common stock of Pair, in exchange for the issuance of a total of 1,579,613 shares of the Company’s common stock and $13,542,689 of cash. Any loss arising from a breach of the representations as described under Section 6.02(a) of the Share Purchase Agreement shall not exceed $1,000,000. The parties agreed to set aside 631,844 common shares of the Company in an escrow account to satisfy any recourse. The transaction was accounted for in accordance with the provisions of ASC 805-10, Business Combinations Business Combinations—Identifiable Assets and Liabilities, and Any Non-controlling Interest On December 27, 2017, the Company entered into a Loan Agreement between the Company, Libsyn, and Pair, and First Commonwealth Bank, a Pennsylvania bank and trust company. The Loan Agreement provides for: (i) a revolving credit facility pursuant to which the Company may borrow an aggregate principal amount not to exceed $2,000,000 (the “Revolving Credit Facility”); and (ii) a term loan in a principal amount equal to $8,000,000 (the “Term Loan” and, together with the Revolving Credit Facility, the “Facility”). A portion of the Revolving Credit Facility, up to $500,000, may be used for standby letters of credit for the account of the Company. On December 27, 2017, the Company drew $10,000,000 under the Facility to finance a portion of the cash consideration paid to the Seller pursuant to the Share Purchase Agreement. The following are the fair value of assets acquired and liabilities assumed as of the Closing Date of December 27, 2017: Cash and cash equivalents $ 481,736 Accounts receivable, net 89,929 Prepaid assets 78,629 Property and equipment, net 2,926,012 Accounts payable (223,753 ) Accrued liabilities (389,312 ) Deferred revenue, current (1,114,700 ) Capital lease (143,060 ) Deferred revenue, non-current (174,610 ) Net tangible assets acquired 1,530,871 Goodwill 4,867,818 Other intangible assets 9,644,000 Total Consideration $ 16,042,689 The fair value of the major components of the other intangible assets acquired and their estimated useful lives are as follows: Preliminary Fair Value Weighted Average Useful Life (in Years) Customer relationships 3,947,000 7 Intellectual Property 3,709,000 7 Trade name 576,000 10 Non-compete 1,412,000 2 Total $ 9,644,000 Under ASC 805-10, acquisition-related costs (i.e., advisory, legal, valuation and other professional fees) are not included as a component of consideration transferred but are accounted for as expenses in the periods in which the costs are incurred. Acquisition-related costs were $468,146 during 2017. As of December 31, 2017, revenues of $47,563 and net loss of $26,840 from December 28, 2017 to December 31, 2018 of the acquired subsidiaries have been included in the Consolidated Financial Statements. The following unaudited pro forma condensed financial information presents the combined results of operations of Libsyn and Pair as if the acquisition had occurred as of the beginning of each period presented. : For the year ended December 31, 2017 Historical Pro forma (in thousands except per share amounts) Libsyn Pair Adjustments Combined Net sales $ 10,537 $ 12,026 — $ 22,563 Net income (loss) (3,155 ) 1,038 (1,900 ) [a] (4,017 ) Net income (loss) per common share, basic and diluted $ (0.15 ) Shares outstanding, basic and diluted 25,995 For the year ended December 31, 2016 Historical Pro forma (in thousands except per share amounts) Libsyn Pair Adjustments Combined Net sales $ 8,792 12,233 — $ 21,025 Net income (loss) 2,785 1,316 (1,405 ) [a] 2,696 Net income per common share, basic and diluted $ 0.10 Shares outstanding, basic and diluted 25,995 [a] Pro forma adjustments represent the full year amortization of intangible assets acquired in the acquisition of Pair. These assets were amortized on a straight-line basis over their estimated useful lives.

GOODWILL AND OTHER INTANGIBLE A

GOODWILL AND OTHER INTANGIBLE ASSETS	12 Months Ended
	Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND OTHER INTANGIBLE ASSETS	Goodwill consists of: December 31, December 31, 2017 2016 Pair $ 4,867,818 $ — Libsyn 11,484,251 11,484,251 Total Goodwill $ 16,352,069 $ 11,484,251 The following is a summary of goodwill for the Year Ended: December 31, December 31, 2017 2016 Goodwill at beginning of period $ 11,484,251 $ 11,484,251 Acquisition of Pair 4,867,818 — Impairment — — Goodwill at end of period $ 16,352,069 $ 11,484,251 Impairment - During 2017 and 2016, management performed its annual test of impairment of goodwill assessing the qualitative factors and determined it is more than likely than not that the fair value of the reporting unit is greater than or equal to the carrying value of the reporting unit. Thus, not requiring further testing. All of the Company’s goodwill is expected to be deductible for tax purposes. Other definite-life intangible assets As of December 31, 2017, identifiable intangible assets consist of following: Preliminary Fair Value Weighted Average Useful Life (in Years) Accumulated Amortization Net Carrying Amount Customer Relationships $ 3,947,000 7 $ — $ 3,947,000 Intellectual Property 3,709,000 7 — 3,709,000 Trade name 576,000 10 — 576,000 Non-compete 1,412,000 2 — 1,412,000 Total $ 9,644,000 $ — $ 9,644,000 The estimated future amortization expenses related to other intangible assets as of December 31, 2017 are as follows: For twelve months ending December 31, 2018 $ 1,857,314 2019 1,857,314 2020 1,151,314 2021 1,151,314 2022 1,151,314 Thereafter 2,475,429 Total $ 9,644,000

LOANS

LOANS	12 Months Ended
	Dec. 31, 2017
Loans Payable [Abstract]
LOANS	On December 27, 2017, the Company entered into a loan agreement (the “Loan Agreement”) among the Company, Libsyn, and Pair, together, and First Commonwealth Bank, a Pennsylvania bank and trust company (the “Bank”). The Loan Agreement provides for: (i) a revolving credit facility pursuant to which the Company may borrow an aggregate principal amount not to exceed $2,000,000 (the “Revolving Credit Facility”); and (ii) a term loan in a principal amount equal to $8,000,000 (the “Term Loan” and, together with the Revolving Credit Facility, the “Facility”). A portion of the Revolving Credit Facility, up to $500,000, may be used for standby letters of credit for the account of the Company. As of December 31, 2017, $2,000,000 was drawn down on the revolving line with $0 available. The loan accrues interest at libor plus 175 base points or prime plus 75 basis points at the election of the Company. As of December 31, 2017, the Company has elected libor plus 175 basis points or 3.44%. The Term Loan is repayable in quarterly installments of $400,000 commencing on March 31, 2018 and on the last day of each June, September, December and March thereafter, through and including September 30, 2022. Accrued interest is payable in arrears not less frequently than quarterly. The remaining unpaid principal balance of the Term Loan, together with accrued interest thereon, is due and payable in full on December 27, 2022. The Term Loan also call for additional payment equal to the following: 1)100% of the proceeds from the sale of any common shares 2) 100% of the proceeds from the sale of assets not immediately replaced 3)excess liquidity in any given year up to $1,066,667 a year and no more than $3,200,000 over the life of the term loan. The Company has granted the bank a blanket security interest in their respective assets, and the Company has pledged the stock of Webmayhem Inc. and Pair Networks Inc. to the bank, as security for their obligations under the Loan Agreement. Borrowings under the Facility are at variable rates which are, at the Company’s option, tied to LIBOR (London Interbank Offered Rate) plus an applicable rate or a prime rate. Interest rates are subject to change based on the Company’s combined cash balances. The Facility contains covenants that may have the effect of limiting the ability of the Company to, among other things, merge with or acquire other entities, enter into a transaction resulting in a change in control, create certain new liens, incur certain additional indebtedness, engage in certain transactions with affiliates, engage in new lines of business or sell a substantial part of its assets. The Facility also requires the Company to maintain certain consolidated fixed charge coverage ratios and minimum liquidity balances. The Facility also contains customary events of default, including (but not limited to) default in the payment of principal or, following an applicable grace period, interest, breaches of the Company’s covenants or warranties under the Facility, payment default or acceleration of certain indebtedness of the Company or any subsidiary, certain events of bankruptcy, insolvency or liquidation involving the Company or its subsidiaries, certain judgments or uninsured losses, changes in control and certain liabilities related to ERISA based plans. On December 27, 2017, the Company drew $10,000,000 under the Facility to finance a portion of the cash consideration payable to the Seller pursuant to the Share Purchase Agreement. Debt issuance costs of $113,000 for the Facility were recorded as a discount and will be amortized over the life of the Facility. Future Maturities of the loans at December 31, 2017 are as follows: For the year ending December 31, 2018 $ 1,600,000 2019 1,600,000 2020 1,600,000 2021 1,600,000 2022 3,600,000 Thereafter — Total $ 10,000,000

CAPITAL STOCK

CAPITAL STOCK	12 Months Ended
	Dec. 31, 2017
Stockholders' Equity Note [Abstract]
CAPITAL STOCK	Common Stock During April 2017, the Company issued 3,650,000 stock awards comprising of shares of common stock valued at $1,752,000 to officers and directors and recorded non-compensation of $1,752,000. These shares are subject to forfeiture based on market conditions, including the market cap of the Company and up-listing to NASDAQ. These market conditions expire through April 2019. The shares are unable to be traded until these market conditions have been achieved. During the second quarter of 2017, the Company repurchased 40,000 restricted stock awards comprising of shares of common stock for $8,000, and the stock was retired. During December 2017, the Company issued 3,600,000 stock awards comprising of shares of common stock valued at $5,522,000 to officers, directors and employees, and recorded non-compensation of $5,522,000. These shares are subject to forfeiture based on market conditions, including the market cap of the Company, the trading price of the common stock of the Company and up-listing to NASDAQ. These market conditions expire through December 2020. The shares are unable to be traded until these market conditions have been achieved. On December 27, 2017, the Company completed the acquisition of all the issued and outstanding shares of capital stock of Pair. As part of the consideration, the Company issued 1,579,613 “unregistered” shares of the Company’s common stock valued at $2,500,000. Of the total shares issued, 631,844 shares valued at $1,000,000 are “unregistered” and “restricted” and held in escrow. Information regarding vested stock awards for the year ended December 31, 2017 is summarized in the table below: Shares Weighted Average Issued and outstanding awards subject to forfeiture at beginning of period — $ — — Stock Awards Issued 7,250,000 $ 1.00 2.06 Awards no-longer subject to forfeiture — $ — — Cancelled / Forfeited Awards — — — Issued and outstanding awards subject to forfeiture at end of period 7,250,000 $ 1.00 1.68

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2017
Income Tax Disclosure [Abstract]
INCOME TAXES	The Company accounts for income taxes in accordance with FASB ASC Topic 740, Accounting for Income Taxes which requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting and any available operating loss or tax credit carryforwards. At December 31, 2017 and 2016, the total of all deferred tax assets was $3,458,667 and $3,569,533, respectively, and the total of the deferred tax assets related to goodwill was $1,848,717 and $2,086,340, respectively. The amount of and ultimate realization of the benefits from the deferred tax assets for income tax purposes is dependent, in part, upon the tax laws in effect, the Company’s future earnings, and other future events, the effects of which cannot be determined. Because of the uncertainty surrounding the realization of the deferred tax assets the Company has established a valuation allowance of $3,458,667 and $3,569,533 for the years ended December 31, 2017 and 2016. The change in the valuation allowance for the year ended December 31, 2017 and 2016 was $110,866 and $1,131,217, respectively. The components of income tax expense (benefit) from continuing operations for the Years ended December 31, 2017 and 2016 consist of the following: For the Years Ended December 31, Current tax expense: 2017 2016 Federal $ — $ State — — Current tax expense — — Deferred tax expense (benefit): Revaluation of deferred tax asset change in Federal Tax Rate 1,400,760 — Goodwill 511,108 511,108 Valuation Allowance (110,866 ) (1,131,217 ) Net operating loss carryforward (1,801,002 ) 620,109 Subtotal deferred tax expense/(benefit) — — Income tax expense/(benefit) $ — $ — Deferred income tax expense/(benefit) results primarily from the reversal of temporary timing differences between tax and financial statement income. A reconciliation of income tax expense at the federal statutory rate to income tax expense at the company’s effective rate is as follows: For the Years Ended December 31, 2017 2016 Computed tax at the expected statutory rate $ (1,082,014 ) $ 946,770 State and local income taxes, net of federal 173,117 183,738 Other non-deductible expenses 1,632 709 Revaluation of deferred tax assets for change in Federal Tax Rate 1,400,760 — Other items (382,629 ) — Valuation Allowance (110,866 ) (1,131,217 ) Income tax expense/(benefit) $ — $ — The temporary differences, tax credits and carryforwards gave rise to the following deferred tax asset December 31, 2017 and 2016: December 31, December 31, 2017 2016 Current deferred tax assets (liabilities): Allowance for doubtful accounts $ — $ — Vacation accrual — — Total current deferred tax assets (liabilities) — — Long-term deferred tax assets (liabilities): Goodwill - impaired 2,066,632 2,903,618 Goodwill – tax amortization (3,915,349 ) (4,989,958 ) Net operating loss carryforward 5,307,384 5,655,873 Valuation allowance (3,458,667 ) (3,569,533 ) Total long-term deferred tax assets (liabilities) $ — $ — Net term deferred tax assets (liabilities) $ — $ — At December 31, 2017, the company has loss carryforwards of approximately $18,369,671 that expire in various years through 2037. We file U.S. federal, and U.S. states returns, and we are generally no longer subject to tax examinations for years prior to 2014 for U.S. federal and U.S. states tax returns.

LEASES

LEASES	12 Months Ended
	Dec. 31, 2017
Leases [Abstract]
LEASES	Operating Lease The future minimum lease payments for non-cancelable operating leases having remaining terms in excess of one year as of December 31, 2017 are as follows: Year ending December 31: Lease Payments 2018 $ 466,260 2019 466,260 2020 466,260 2021 364,218 2022 19,364 Thereafter — Total Minimum Lease Payment $ 1,782,362 Lease expense charged to operations was $167,945 and $266,405 for the periods ended December 31, 2017 and 2016, respectively. Capital Leases – During the years ended December 31, 2017, depreciation expense for equipment on capital lease amounted to $39,623 and has been included in depreciation expense. Future minimum capital lease payments are as follows for the years ended December 31: Year ending December 31, Lease Payments 2018 $ 75,132 2019 75,132 2020 835 Total minimum lease payments 151,099 Less amount representing interest (8,039 ) Present value of minimum lease payments 143,060 Less Current Portion (69,243 ) $ 73,817

EARNINGS PER SHARE

EARNINGS PER SHARE	12 Months Ended
	Dec. 31, 2017
Earnings Per Share [Abstract]
EARNINGS PER SHARE	The following data shows the amounts used in computing earnings per share and the weighted average number of shares of common stock outstanding for the periods presented for the periods ended: December 31, 2017 December 31, 2016 Income(loss) from operations available to common stockholders (numerator) $ (3,182,395 ) $ 2,784,618 Income(loss) available to common stockholders (numerator) (3,182,395 ) 2,784,618 Weighted average number of common shares outstanding during the period used in earnings per share (denominator) 24,390,595 20,805,860

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	Although the Company does not expect to be liable for any obligations not expressly assumed by the Company from the Spin-Off, it is possible that the Company could be required to assume responsibility for certain obligations retained by FAB should FAB fail to pay or perform its retained obligations. After the Spin-Off, FAB may have obligations that at the present time are unknown or unforeseen. As the nature of such obligations are unknown, we are unable to provide an estimate of the potential obligation. However, should FAB incur such obligations, the Company may be financially obligated to pay any losses incurred. The Company has a 401 (k) plan and Profit sharing plan for the benefit of the employees of the Company. Employees are eligible to participate in the plan the first of the month following their hire date and attaining the age of 21. Profit sharing contributions are made at the discretion of the Board of Directors and vest 100% after the second year of service. The Company made a $100,000 profit sharing contribution to the plan in 2017.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2017
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	Management has evaluated subsequent events through the date of the filing of this report. On March 9, 2018, the Company issued 200,000 shares of unregistered common stock valued at $318,000 to a consultant for services rendered. During the first quarter of 2018, 912,500 of 7,250,000 common shares issued to officers, directors and employees (See Note 6) are no-longer subject to forfeiture as the Company reached the market condition.

SUMMARY OF SIGNIFICANT ACCOUN18

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
Organization	Organization On December 27, 2017, the Company purchased all the issued and outstanding shares of Pair Networks Inc., (“Pair”), a Pennsylvania corporation, and subsidiaries Ryousha Kokusai, LLC(Ryousha) and 660837NB, Inc. (NB), in a transaction accounted for as a purchase. The accompanying consolidated financial statements include the financial statements of Pair Ryousha and NB from December 28, 2017 to December 31, 2017. Pair Networks Inc., provides web hosting services and domain name registrations. Services include shared web hosting, e-commerce, fully-managed virtual private and dedicated servers, customer self-managed dedicated servers, domain-name registration, co-location and content-delivery networks. Pair began operations in August 1995. It incorporated in the state of Pennsylvania in August 1998. Pair’s principal operations are conducted on-site in Pittsburgh, PA. Pair also has an operating site in Denver, Colorado, and a remote site back-up location in Pittsburgh, PA. Ryousha Kokusai, LLC (dba Pair International), a wholly owned single-member limited liability company subsidiary of Pair, was formed on January 1, 2015. The Value Added Tax(VAT) for sales to European Union countries subject to the VAT in Europe are paid through Ryousha Kokusai LLC. N.B LLC, a Canadian Company was organized on December 2, 2011. NB is used solely for holding the Canadian tradenames and domain names. There are no operating activities conducted by NB
Consolidation	Consolidation
Accounting estimates	Accounting Estimates Our more significant estimates include: · the determination of the best estimate of selling price of the deliverables included in multiple-deliverable revenue arrangements; · the fair value of assets acquired, and liabilities assumed in business acquisitions; · the assessment of recoverability of long-lived assets, including property and equipment, goodwill and intangible assets; · the estimated reserve for refunds; · the estimated useful lives of intangible and depreciable assets; · the grant date fair value of equity-based awards; · the recognition, measurement, and valuation of current and deferred income taxes; We periodically evaluate these estimates and adjust prospectively, if necessary. We believe our estimates and assumptions are reasonable; however, actual results may differ from our estimates.
Segment and reporting unit	Segment and Reporting Unit -
Cash and cash equivalents	Cash and Cash Equivalents
Accounts receivable	Accounts Receivable
Registry deposits	Registry Deposits -
Prepaid domain name registry fees	Prepaid Domain Name Registry Fees -
Depreciation	Depreciation
Long-lived intangible assets	Long-lived intangible assets
Software development costs	Software Development Costs
Debt issuance costs	Debt Issuance Costs -
Goodwill	Goodwill
Advertising costs	Advertising Costs
Fair value of financial instruments	Fair Value of Financial Instruments • Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities; • Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and • Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Unless otherwise disclosed, the fair value of the Company’s financial instruments including cash, accounts receivable, prepaid expenses, and accounts payable, deferred revenue and accrued expenses approximates their recorded values due to their short-term maturities.
Revenue recognition	Revenue Recognition Revenue consist of podcast hosting, media publishing /advertising, podcast subscription, app sales, web hosting services including shared web hosting, e-commerce, fully-managed virtual private and dedicated servers, customer self-managed dedicated servers, domain name registrations and co-location and content-delivery networks. These products are sold to customer throughout the world. The Company does not track the geographic location of its customers. Podcast Hosting. Podcast hosting publishing services are billed on a month to month basis. The Company recognizes revenue from providing digital media publishing services when the services are provided and when collection is probable. Podcast Subscription. The Company facilitates the sale of producers’ premium content through the sale of subscriptions. The amount earned per transaction is fixed and the producers determine the price for the sale of the subscription, and the Company earns a percentage of what the customer pays. Accordingly, the Company reports premium subscription revenue on a net basis over the subscription service period. Media Publishing /Advertising. The Company recognizes revenue from the insertion of advertisements in digital media, as the digital media with the advertisement is downloaded and collection is probable. Apps. The Company recognizes revenue from the sale of apps when sold and collection is probable. Domains. Domains revenue primarily consists of domain registrations and renewals, domain privacy, domain application fees, domain back-orders, aftermarket domain sales and fee surcharges paid to ICANN. Domain registrations provide a customer with the exclusive use of a domain during the applicable contract term. After the contract term expires, unless renewed, the customer can no longer access the domain. Consideration is recorded as deferred revenue at the time of sale, and revenue, other than for aftermarket domain sales, is recognized as the product or service is delivered to the customer. Aftermarket domain revenue is recognized when control of the domain is transferred to the buyer. WEB Hosting. Hosting revenue primarily consists of website hosting products, website building products and services, an online shopping cart, search engine optimization and SSL certificates for encrypting data between the online browser and the certificate owner's server. Consideration is recorded as deferred revenue at the time of sale, and revenue is recognized as the product or service is delivered to the customer. Revenue arrangements with multiple deliverables are divided into separate units of accounting if each deliverable has stand-alone value to the customer. The majority of our revenue arrangements consist of multiple-element arrangements, with revenue for each unit of accounting recognized as the product or service is delivered to the customer. Our multiple-element arrangements may include a combination of some or all of the following: domain registrations, website hosting products, website building products and services, Secure Sockets Layer (SSL) certificates and other cloud-based products. Each of these products has stand-alone value and are sold separately. Consideration is allocated to each deliverable at the inception of an arrangement based on relative selling prices. We determine the relative selling price for each deliverable based on our vendor-specific objective evidence of selling price (VSOE) or our best estimate of selling price (BESP), if VSOE is not available. We have determined third-party evidence of selling price (TPE) is not a practical alternative due primarily to the significant variability among available third-party pricing information for similar products and differences in the features of our product and service offerings compared to other parties. We establish VSOE for certain of our products when a consistent number of stand-alone sales of these products have been priced within a reasonably narrow range. We are unable to establish VSOE when we lack pricing consistency, primarily related to our marketing strategies and variability in pricing due to promotional activity. For products where VSOE is not available, we determine BESP by considering our overall pricing objectives and market conditions. Significant factors taken into consideration include historical and expected discounting practices, the size, volume and term length of transactions, customer demographics, the geographic areas in which our products and services are sold and our overall go-to-market strategy. We maintain a reserve to provide for refunds granted to customers. Our reserve is an estimate based on historical refund experience. Refunds reduce deferred revenue at the time they are granted and result in a reduced amount of revenue recognized over the contract term of the applicable product compared to the amount originally expected. Consideration provided to customers for sales incentives or service disruption credits is recorded as a reduction of revenue at the later of the time the related revenue is recognized or when such consideration is offered. Such incentives and credits were not material in any of the periods presented.
Equity-based compensation	Equity-Based Compensation - Expected term. Expected volatility. Expected dividend yield. Risk-free interest rate.
Business combinations	Business Combinations -
Leases	Leases
Research and development	Research and Development -
Earnings (loss) per share	Earnings (Loss) Per Share
Income taxes	Income Taxes
Recently enacted accounting standards	Recently Enacted Accounting Standards -
Prior period reclassificatons	Prior Period Reclassifications - We will adopt the new standard effective January 1, 2018 using the modified retrospective transition method. We finalized our assessment of the new standard and the adoption of this guidance will not have a material impact on our consolidated financial statements or our internal controls over financial reporting. In February 2016, the FASB issued changes to the accounting for leases that primarily affect presentation and disclosure requirements. The new standard will require the recognition of a right to use asset and underlying lease liability for operating leases with an initial life in excess of one year. This standard is effective for us beginning in the first quarter of 2019. We have not yet determined the impact of the new standard on our consolidated financial statements. In January 2017, the FASB issued new guidance clarifying the definition of a business for determining whether transactions should be accounted for as acquisitions or disposals of assets or businesses. If substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single asset or a group of similar assets, the assets acquired (or disposed of) are not considered to be a business. Our early adoption of this guidance effective October 1, 2017 did not have a material impact. In January 2017, the FASB issued new guidance simplifying the goodwill impairment test, eliminating the requirement for an entity to determine the fair value of its assets and liabilities (including unrecognized assets and liabilities) at the impairment testing date following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, an entity will be required to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity will be required to recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to the reporting unit. The guidance is effective for annual and interim reporting periods beginning after December 15, 2019, with early adoption permitted. We are currently evaluating the timing of our adoption and the expected impact of this new guidance. In May 2017, the FASB issued new guidance to amend the scope of modification accounting for share-based payment arrangements. The amendment provides guidance on the types of changes to the terms or conditions of share-based payment awards which would require an entity to apply modification accounting. Our adoption of this guidance on January 1, 2018 is not expected to have a material impact. Other recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

PROPERTY & EQUIPMENT (Tables)

PROPERTY & EQUIPMENT (Tables)	12 Months Ended
	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Life December 31, December 31, Furniture, fixtures, and equipment 3-10 yrs $ 8,032,178 $ 145,553 Leasehold improvements 3 - 5 yrs 2,646,400 — Software 3 yrs 6,503 — 10,685,081 145,553 Less: Accumulated depreciation (7,678,056 ) (111,571 ) Property & equipment, net $ 3,007,025 $ 33,982

ACQUISITION (Tables)

ACQUISITION (Tables)	12 Months Ended
	Dec. 31, 2017
Business Combinations [Abstract]
Schedule of assets acquired and liabilities assumed	Cash and cash equivalents $ 481,736 Accounts receivable, net 89,929 Prepaid assets 78,629 Property and equipment, net 2,926,012 Accounts payable (223,753 ) Accrued liabilities (389,312 ) Deferred revenue, current (1,114,700 ) Capital lease (143,060 ) Deferred revenue, non-current (174,610 ) Net tangible assets acquired 1,530,871 Goodwill 4,867,818 Other intangible assets 9,644,000 Total Consideration $ 16,042,689
Schedule of other intangible assets acquired	Preliminary Fair Value Weighted Average Useful Life (in Years) Customer relationships 3,947,000 7 Intellectual Property 3,709,000 7 Trade name 576,000 10 Non-compete 1,412,000 2 Total $ 9,644,000
Schedule of unaudited pro forma condensed financial information	For the year ended December 31, 2017 Historical Pro forma (in thousands except per share amounts) Libsyn Pair Adjustments Combined Net sales $ 10,537 $ 12,026 — $ 22,563 Net income (loss) (3,155 ) 1,038 (1,900 ) [a] (4,017 ) Net income (loss) per common share, basic and diluted $ (0.15 ) Shares outstanding, basic and diluted 25,995 For the year ended December 31, 2016 Historical Pro forma (in thousands except per share amounts) Libsyn Pair Adjustments Combined Net sales $ 8,792 12,233 — $ 21,025 Net income (loss) 2,785 1,316 (1,405 ) [a] 2,696 Net income per common share, basic and diluted $ 0.10 Shares outstanding, basic and diluted 25,995 [a] Pro forma adjustments represent the full year amortization of intangible assets acquired in the acquisition of Pair. These assets were amortized on a straight-line basis over their estimated useful lives.

GOODWILL AND OTHER INTANGIBLE21

GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)	12 Months Ended
	Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Summary of goodwill	December 31, December 31, 2017 2016 Pair $ 4,867,818 $ — Libsyn 11,484,251 11,484,251 Total Goodwill $ 16,352,069 $ 11,484,251 December 31, December 31, 2017 2016 Goodwill at beginning of period $ 11,484,251 $ 11,484,251 Acquisition of Pair 4,867,818 — Impairment — — Goodwill at end of period $ 16,352,069 $ 11,484,251
Summary of other intangible assets	Preliminary Fair Value Weighted Average Useful Life (in Years) Accumulated Amortization Net Carrying Amount Customer Relationships $ 3,947,000 7 $ — $ 3,947,000 Intellectual Property 3,709,000 7 — 3,709,000 Trade name 576,000 10 — 576,000 Non-compete 1,412,000 2 — 1,412,000 Total $ 9,644,000 $ — $ 9,644,000
Schedule of estimated future amortization expenses related to other intangible assets	For twelve months ending December 31, 2018 $ 1,857,314 2019 1,857,314 2020 1,151,314 2021 1,151,314 2022 1,151,314 Thereafter 2,475,429 Total $ 9,644,000

LOANS (Tables)

LOANS (Tables)	12 Months Ended
	Dec. 31, 2017
Loans Tables
Future maturities of the loans	For the year ending December 31, 2018 $ 1,600,000 2019 1,600,000 2020 1,600,000 2021 1,600,000 2022 3,600,000 Thereafter — Total $ 10,000,000

CAPITAL STOCK (Tables)

CAPITAL STOCK (Tables)	12 Months Ended
	Dec. 31, 2017
Capital Stock Tables
Vested stock awards	Shares Weighted Average Issued and outstanding awards subject to forfeiture at beginning of period — $ — — Stock Awards Issued 7,250,000 $ 1.00 2.06 Awards no-longer subject to forfeiture — $ — — Cancelled / Forfeited Awards — — — Issued and outstanding awards subject to forfeiture at end of period 7,250,000 $ 1.00 1.68

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Schedule of income tax expense (benefit)	For the Years Ended December 31, Current tax expense: 2017 2016 Federal $ — $ State — — Current tax expense — — Deferred tax expense (benefit): Revaluation of deferred tax asset change in Federal Tax Rate 1,400,760 — Goodwill 511,108 511,108 Valuation Allowance (110,866 ) (1,131,217 ) Net operating loss carryforward (1,801,002 ) 620,109 Subtotal deferred tax expense/(benefit) — — Income tax expense/(benefit) $ — $ —
Schedule of effective income tax rate reconciliation	For the Years Ended December 31, 2017 2016 Computed tax at the expected statutory rate $ (1,082,014 ) $ 946,770 State and local income taxes, net of federal 173,117 183,738 Other non-deductible expenses 1,632 709 Revaluation of deferred tax assets for change in Federal Tax Rate 1,400,760 — Other items (382,629 ) — Valuation Allowance (110,866 ) (1,131,217 ) Income tax expense/(benefit) $ — $ —
Schedule of deferred tax assets and liabilities	December 31, December 31, 2017 2016 Current deferred tax assets (liabilities): Allowance for doubtful accounts $ — $ — Vacation accrual — — Total current deferred tax assets (liabilities) — — Long-term deferred tax assets (liabilities): Goodwill - impaired 2,066,632 2,903,618 Goodwill – tax amortization (3,915,349 ) (4,989,958 ) Net operating loss carryforward 5,307,384 5,655,873 Valuation allowance (3,458,667 ) (3,569,533 ) Total long-term deferred tax assets (liabilities) $ — $ — Net term deferred tax assets (liabilities) $ — $ —

LEASES (Tables)

LEASES (Tables)	12 Months Ended
	Dec. 31, 2017
Leases [Abstract]
Schedule of future minimum lease payments	Year ending December 31: Lease Payments 2018 $ 466,260 2019 466,260 2020 466,260 2021 364,218 2022 19,364 Thereafter — Total Minimum Lease Payment $ 1,782,362
Schedule of future minimum capital lease payments	Year ending December 31, Lease Payments 2018 $ 75,132 2019 75,132 2020 835 Total minimum lease payments 151,099 Less amount representing interest (8,039 ) Present value of minimum lease payments 143,060 Less Current Portion (69,243 ) $ 73,817

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	12 Months Ended
	Dec. 31, 2017
Earnings Per Share [Abstract]
Schedule of earnings per share	December 31, 2017 December 31, 2016 Income(loss) from operations available to common stockholders (numerator) $ (3,182,395 ) $ 2,784,618 Income(loss) available to common stockholders (numerator) (3,182,395 ) 2,784,618 Weighted average number of common shares outstanding during the period used in earnings per share (denominator) 24,390,595 20,805,860

SUMMARY OF SIGNIFICANT ACCOUN27

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Accounting Policies [Abstract]
Cash balances in excess of federally insured limits	$ 4,597,648
Allowance for doubtful accounts	14,000	$ 14,000
Adjustments to allowance for bad debt	0	0
Advertising costs	34,623	29,397
Research and development costs	$ 610,794	$ 515,756

PROPERY & EQUIPMENT (Details)

PROPERY & EQUIPMENT (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Property and equipment	$ 10,685,081	$ 145,553
Less: Accumulated depreciation	(7,678,056)	(111,571)
Property and equipment, net	3,007,025	33,982
Furniture, fixtures and equipment [Member]
Property and equipment	$ 8,032,178	145,553
Furniture, fixtures and equipment [Member] | Minimum [Member]
Estimated useful life	3 years
Furniture, fixtures and equipment [Member] | Maximum [Member]
Estimated useful life	10 years
Leasehold improvements [Member]
Property and equipment	$ 2,646,400	0
Leasehold improvements [Member] | Minimum [Member]
Estimated useful life	3 years
Leasehold improvements [Member] | Maximum [Member]
Estimated useful life	5 years
Software [Member]
Estimated useful life	3 years
Property and equipment	$ 6,503	$ 0

PROPERY & EQUIPMENT (Details Na

PROPERY & EQUIPMENT (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 22,033	$ 24,679

ACQUISITION (Details)

ACQUISITION (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Goodwill	$ 16,352,069	$ 11,484,251	$ 11,484,251
Pair
Cash and cash equivalents	481,736
Accounts receivable, net	89,929
Prepaid assets	78,629
Property and equipment, net	2,926,012
Accounts payable	(223,753)
Accrued liabilities	(389,312)
Deferred revenue, current	(1,114,700)
Capital lease	(143,060)
Deferred revenue, non-current	(174,610)
Net tangible assets acquired	1,530,871
Goodwill	4,867,818
Other intangible assets	9,644,000
Total Consideration	$ 16,042,689

ACQUISITION (Details 1)

ACQUISITION (Details 1) - Pair	12 Months Ended
	Dec. 31, 2017USD ($)
Preliminary fair value of other intangible assets	$ 9,644,000
Customer relationships
Preliminary fair value of other intangible assets	$ 3,947,000
Weighted average useful life	7 years
Intellectual property
Preliminary fair value of other intangible assets	$ 3,709,000
Weighted average useful life	7 years
Trade name
Preliminary fair value of other intangible assets	$ 576,000
Weighted average useful life	10 years
Non-compete
Preliminary fair value of other intangible assets	$ 1,412,000
Weighted average useful life	2 years

ACQUISITION (Details 2)

ACQUISITION (Details 2) - USD ($)		12 Months Ended
		Dec. 31, 2017	Dec. 31, 2016
Net sales		$ 22,563	$ 21,025
Net income (loss)		$ (4,017)	$ 2,696
Net income per common share, basic and diluted		$ (0.15)	$ 0.1
Shares outstanding, basic and diluted		25,995	25,995
Libsyn
Net sales		$ 10,537	$ 8,792
Net income (loss)		(3,155)	2,785
Pair
Net sales		12,026	12,233
Net income (loss)		1,038	1,316
Pro forma adjustment
Net sales		0	0
Net income (loss)	[1]	$ (1,900)	$ (1,405)
[1]	Pro forma adjustments represent the full year amortization of intangible assets acquired in the acquisition of Pair. These assets were amortized on a straight-line basis over their estimated useful lives.

GOODWILL AND OTHER INTANGIBLE33

GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Goodwill	$ 16,352,069	$ 11,484,251	$ 11,484,251
Pair
Goodwill	4,867,818	0
Libsyn
Goodwill	$ 11,484,251	$ 11,484,251

GOODWILL AND OTHER INTANGIBLE34

GOODWILL AND OTHER INTANGIBLE ASSETS (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill at beginning of period	$ 11,484,251	$ 11,484,251
Acquisition of pair	4,867,818	0
Impairment	0	0
Goodwill at end of period	$ 16,352,069	$ 11,484,251

GOODWILL AND OTHER INTANGIBLE35

GOODWILL AND OTHER INTANGIBLE ASSETS (Details 2)	12 Months Ended
	Dec. 31, 2017USD ($)
Preliminary fair value	$ 9,644,000
Accumulated amortization	0
Net carrying amount	9,644,000
Customer relationships
Preliminary fair value	$ 3,947,000
Weighted average useful life	7 years
Accumulated amortization	$ 0
Net carrying amount	3,947,000
Intellectual property
Preliminary fair value	$ 3,709,000
Weighted average useful life	7 years
Accumulated amortization	$ 0
Net carrying amount	3,709,000
Trade name
Preliminary fair value	$ 576,000
Weighted average useful life	10 years
Accumulated amortization	$ 0
Net carrying amount	576,000
Non-compete
Preliminary fair value	$ 1,412,000
Weighted average useful life	2 years
Accumulated amortization	$ 0
Net carrying amount	$ 1,412,000

GOODWILL AND OTHER INTANGIBLE36

GOODWILL AND OTHER INTANGIBLE ASSETS (Details 3)	Dec. 31, 2017USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2,018	$ 1,857,314
2,019	1,857,314
2,020	1,151,314
2,021	1,151,314
2,022	1,151,314
Thereafter	2,475,429
Total	$ 9,644,000

LOANS (Details)

LOANS (Details)	Dec. 31, 2017USD ($)
Loans Details
2,018	$ 1,600,000
2,019	1,600,000
2,020	1,600,000
2,021	1,600,000
2,022	3,600,000
Thereafter	0
Total	$ 10,000,000

CAPITAL STOCK (Details)

CAPITAL STOCK (Details)	12 Months Ended
	Dec. 31, 2017$ / sharesshares
Capital Stock Details
Stock awards outstanding, beginning | shares	0
Stock awards, issued | shares	7,250,000
Stock awards, no-longer subject to forfeiture | shares	0
Stock awards, cancelled/forfeited | shares	0
Stock awards outstanding, ending | shares	7,250,000
Weighted average grant date fair value outstanding, beginning | $ / shares	$ .00
Weighted average grant date fair value, issued | $ / shares	1
Weighted average grant date fair value, no-longer subject to forfeiture | $ / shares	.00
Weighted average grant date fair value, cancelled/forfeited | $ / shares	.00
Weighted average grant date fair value outstanding, ending | $ / shares	$ 1
Average remaining life, issued	2 years 22 days
Average remaining life outstanding, ending	1 year 8 months 5 days

CAPITAL STOCK (Details Narrativ

CAPITAL STOCK (Details Narrative) - $ / shares	Dec. 31, 2017	Dec. 31, 2016
Stockholders' Equity Note [Abstract]
Common stock authorized	200,000,000	200,000,000
Common stock par value	$ .001	$ 0.001
Common stock issued	29,595,473
Common stock outstanding	29,595,473	20,805,860

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Current tax expense:
Federal	$ 0	$ 0
State	0	0
Current tax expense	0	0
Deferred tax expense (benefit):
Revaluation of deferred tax asset change in Federal Tax Rate	1,400,760	0
Goodwill	511,108	511,108
Valuation Allowance	(110,866)	(1,131,217)
Net operating loss carryforward	(1,801,002)	620,109
Subtotal deferred tax expense/(benefit)	0	0
Income tax expense/(benefit)	$ 0	$ 0

INCOME TAXES (Details 1)

INCOME TAXES (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Computed tax at the expected statutory rate	$ (1,082,014)	$ 946,770
State and local income taxes, net of federal	173,117	183,738
Other non-deductible expenses	1,632	709
Revaluation of deferred tax assets for change in Federal Tax Rate	1,400,760	0
Other items	(382,629)	0
Valuation Allowance	(110,866)	(1,131,217)
Income tax expense/(benefit)	$ 0	$ 0

INCOME TAXES (Details 2)

INCOME TAXES (Details 2) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current deferred tax assets (liabilities):
Allowance for doubtful accounts	$ 0	$ 0
Vacation accrual	0	0
Total current deferred tax assets (liabilities)	0	0
Long-term deferred tax assets (liabilities):
Goodwill - impaired	2,066,632	2,903,618
Goodwill - tax amortization	(3,915,349)	(4,989,958)
Net operating loss carryforward	5,307,384	5,655,873
Valuation allowance	(3,458,667)	(3,569,533)
Total long-term deferred tax assets (liabilities)	0	0
Net term deferred tax assets (liabilities)	$ 0	$ 0

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Total deferred tax assets	$ 3,458,667	$ 3,569,533
Deferred tax assets attributable to goodwill	1,848,717	2,086,340
Valuation allowance	3,458,667	3,569,533
Change in the valuation allowance	110,866	$ 1,131,217
Loss carryforwards	$ 18,369,671
Loss carryforwards, expiration date	Dec. 31, 2037

LEASES (Details)

LEASES (Details)	Dec. 31, 2017USD ($)
Leases [Abstract]
2,018	$ 466,260
2,019	466,260
2,020	466,260
2,021	364,218
2,022	19,364
Thereafter	0
Total Minimum Lease Payment	$ 1,782,362

LEASES (Details 1)

LEASES (Details 1)	Dec. 31, 2017USD ($)
Leases Details 1
2,018	$ 75,132
2,019	75,132
2,020	835
Total minimum lease payments	151,099
Less amount representing interest	(8,039)
Present value of minimum lease payments	143,060
Less Current Portion	(69,243)
Total	$ 73,817

LEASES (Details Narrative)

LEASES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Leases Details Narrative
Lease expense charged to operations	$ 167,945	$ 266,405

EARNINGS PER SHARE (Details)

EARNINGS PER SHARE (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Earnings Per Share [Abstract]
Income (loss) from operations available to common stockholders (numerator)	$ (3,182,395)	$ 2,784,618
Income (loss) available to common stockholders (numerator)	$ (3,182,395)	$ 2,784,618
Weighted average number of common shares outstanding during the period used in earnings per share (denominator)	24,390,595	20,805,860

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative)	12 Months Ended
	Dec. 31, 2017USD ($)
Commitments And Contingencies Details
Profit sharing contribution	$ 100,000