Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 14, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | CLOUDCOMMERCE, INC. | |
Entity Central Index Key | 743,758 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 136,279,079 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
CURRENT ASSETS | ||
Cash | $ 743,764 | $ 272,321 |
Accounts receivable, net | 1,218,737 | 877,570 |
Accounts receivable, net - related party | 148,024 | 398,410 |
Prepaid and other current Assets | 82,972 | 39,168 |
TOTAL CURRENT ASSETS | 2,193,497 | 1,587,469 |
PROPERTY & EQUIPMENT, net | 148,295 | 161,325 |
OTHER ASSETS | ||
Lease deposit | 18,600 | 13,300 |
Goodwill and other intangible assets, net | 10,184,403 | 9,546,757 |
TOTAL OTHER ASSETS | 10,203,003 | 9,560,057 |
TOTAL ASSETS | 12,544,795 | 11,308,851 |
CURRENT LIABILITIES | ||
Accounts payable | 1,206,464 | 1,004,203 |
Accrued expenses | 641,323 | 522,794 |
Lines of credit | 484,173 | 475,468 |
Deferred income and customer deposit | 710,893 | 620,504 |
Convertible notes and interest payable, current, net | 277,801 | 97,013 |
Capital lease obligation, current | 32,382 | 32,382 |
Notes payable | 750,000 | |
Notes payable, related parties | 1,657,020 | 670,819 |
TOTAL CURRENT LIABILITIES | 5,760,056 | 3,423,183 |
LONG TERM LIABILITIES | ||
Capital lease obligation, long term | 38,704 | 54,693 |
Deferred tax liability | 910,780 | 1,021,566 |
Accrued expenses, long term | 205,703 | 207,803 |
TOTAL LONG TERM LIABILITIES | 1,155,187 | 1,284,062 |
TOTAL LIABILITIES | 6,915,243 | 4,707,245 |
COMMITMENTS AND CONTINGENCIES (see Note 13) | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, 10,000 shares issued and outstanding; Series B Preferred stock; 25,000 authorized, 18,025 shares issued and outstanding; Series C Preferred Stock; 25,000 authorized, 14,425 shares issued and outstanding; Series D Preferred Stock; 90,000 authorized, 90,000 shares issued and outstanding; Series E Preferredstock, 10,000 authorized, 10,000 shares issued and outstanding; | 142 | 142 |
Common stock, $0.001 par value; 2,000,000,000 authorized shares; 136,279,079 and 130,252,778 shares issued and outstanding, respectively | 136,279 | 130,252 |
Additional paid in capital | 29,268,409 | 29,094,147 |
Accumulated deficit | (23,775,278) | (22,622,935) |
TOTAL SHAREHOLDERS' EQUITY | 5,629,552 | 6,601,606 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 12,544,795 | 11,308,851 |
Series A Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, 10,000 shares issued and outstanding; Series B Preferred stock; 25,000 authorized, 18,025 shares issued and outstanding; Series C Preferred Stock; 25,000 authorized, 14,425 shares issued and outstanding; Series D Preferred Stock; 90,000 authorized, 90,000 shares issued and outstanding; Series E Preferredstock, 10,000 authorized, 10,000 shares issued and outstanding; | 10 | 10 |
TOTAL SHAREHOLDERS' EQUITY | 10 | 10 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 10 | 10 |
Series B Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, 10,000 shares issued and outstanding; Series B Preferred stock; 25,000 authorized, 18,025 shares issued and outstanding; Series C Preferred Stock; 25,000 authorized, 14,425 shares issued and outstanding; Series D Preferred Stock; 90,000 authorized, 90,000 shares issued and outstanding; Series E Preferredstock, 10,000 authorized, 10,000 shares issued and outstanding; | 18 | 18 |
TOTAL SHAREHOLDERS' EQUITY | 18 | 18 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 18 | 18 |
Series C Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, 10,000 shares issued and outstanding; Series B Preferred stock; 25,000 authorized, 18,025 shares issued and outstanding; Series C Preferred Stock; 25,000 authorized, 14,425 shares issued and outstanding; Series D Preferred Stock; 90,000 authorized, 90,000 shares issued and outstanding; Series E Preferredstock, 10,000 authorized, 10,000 shares issued and outstanding; | 14 | 14 |
TOTAL SHAREHOLDERS' EQUITY | 14 | 14 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 14 | 14 |
Series D Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, 10,000 shares issued and outstanding; Series B Preferred stock; 25,000 authorized, 18,025 shares issued and outstanding; Series C Preferred Stock; 25,000 authorized, 14,425 shares issued and outstanding; Series D Preferred Stock; 90,000 authorized, 90,000 shares issued and outstanding; Series E Preferredstock, 10,000 authorized, 10,000 shares issued and outstanding; | 90 | 90 |
TOTAL SHAREHOLDERS' EQUITY | 90 | 90 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 90 | 90 |
Series E Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, 10,000 shares issued and outstanding; Series B Preferred stock; 25,000 authorized, 18,025 shares issued and outstanding; Series C Preferred Stock; 25,000 authorized, 14,425 shares issued and outstanding; Series D Preferred Stock; 90,000 authorized, 90,000 shares issued and outstanding; Series E Preferredstock, 10,000 authorized, 10,000 shares issued and outstanding; | 10 | 10 |
TOTAL SHAREHOLDERS' EQUITY | 10 | 10 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 10 | $ 10 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 142,450 | 142,450 |
Preferred stock, shares outstanding | 142,450 | 142,450 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 136,279,079 | 130,252,778 |
Common stock, shares outstanding | 136,279,079 | 130,252,778 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 10,000 | 10,000 |
Preferred stock, shares outstanding | 10,000 | 10,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000 | 25,000 |
Preferred stock, shares issued | 18,025 | 18,025 |
Preferred stock, shares outstanding | 18,025 | 18,025 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000 | 25,000 |
Preferred stock, shares issued | 14,425 | 14,425 |
Preferred stock, shares outstanding | 14,425 | 14,425 |
Series D Preferred Stock [Member] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 90,000 | 90,000 |
Preferred stock, shares issued | 90,000 | 90,000 |
Preferred stock, shares outstanding | 90,000 | 90,000 |
Series E Preferred Stock [Member] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 10,000 | 10,000 |
Preferred stock, shares outstanding | 10,000 | 10,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
REVENUE | $ 2,050,766 | $ 723,817 | $ 3,446,042 | $ 1,209,925 |
REVENUE - related party | 546,884 | 2,028,317 | ||
TOTAL REVENUE | 2,597,650 | 723,817 | 5,474,359 | 1,209,925 |
OPERATING EXPENSES | ||||
Salaries and outside services | 1,462,011 | 784,862 | 2,952,351 | 1,563,455 |
Selling, general and administrative expenses | 1,128,626 | 209,432 | 2,933,804 | 460,461 |
Stock based compensation | 125,904 | 124,836 | 285,976 | 248,937 |
Depreciation and amortization | 254,791 | 117,170 | 508,186 | 180,081 |
TOTAL OPERATING EXPENSES | 2,971,332 | 1,236,300 | 6,680,317 | 2,452,934 |
LOSS FROM OPERATIONS BEFORE OTHER INCOME AND TAXES | (373,682) | (512,483) | (1,205,958) | (1,243,009) |
OTHER INCOME (EXPENSE) | ||||
Other expense | 39,506 | 14,111 | 63,126 | 13,072 |
Loss on sale of fixed assets | (1,567) | (22,358) | (1,567) | |
Gain on extinguishment of debt | 5,750 | 5,750 | ||
Interest expense | 59,336 | 33,024 | 102,437 | 63,783 |
TOTAL OTHER INCOME (EXPENSE) | (93,092) | (48,702) | (182,171) | (78,422) |
LOSS FROM OPERATIONS BEFORE PROVISION FOR TAXES | (466,774) | (561,185) | (1,388,129) | (1,321,431) |
PROVISION (BENEFIT) FOR INCOME TAXES | (105,795) | (400) | (235,786) | (400) |
NET LOSS | (360,979) | (560,785) | (1,152,343) | (1,321,031) |
PREFERRED DIVIDENDS | 75,315 | 20,000 | 129,794 | 40,000 |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (436,294) | $ (580,785) | $ (1,282,137) | $ (1,361,031) |
NET LOSS PER SHARE | ||||
BASIC | $ 0 | $ (0.01) | $ (0.01) | $ (0.01) |
DILUTED | $ 0 | $ (0.01) | $ (0.01) | $ (0.01) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | ||||
BASIC | 135,195,699 | 130,252,778 | 132,710,431 | 129,899,595 |
DILUTED | 135,195,699 | 130,252,778 | 132,710,431 | 129,899,595 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement Of Shareholders' Equity - 6 months ended Jun. 30, 2018 - USD ($) | Preferred Stock [Member] | Common Stock | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance Preferred Stock, shares at Dec. 31, 2017 | 142,450 | 142,450 | |||
Balance Common Stock, shares at Dec. 31, 2017 | 130,252,778 | 130,252,778 | |||
Balance, value at Dec. 31, 2017 | $ 142 | $ 130,252 | $ 29,094,147 | $ (22,622,935) | $ 6,601,606 |
Conversion of convertible note, shares | 6,026,301 | 6,026,301 | |||
Conversion of convertible note, value | $ 6,027 | 18,079 | $ 24,106 | ||
Dividend on Series A Preferred stock | 40,000 | 40,000 | |||
Dividend on Series D Preferred stock | (89,793) | (89,793) | |||
Stock based compensation | 285,976 | 285,976 | |||
Net loss | (1,152,343) | $ (1,152,343) | |||
Balance Preferred Stock, shares at Jun. 30, 2018 | 142,450 | 142,450 | |||
Balance Common Stock, shares at Jun. 30, 2018 | 136,279,079 | 136,279,079 | |||
Balance, value at Jun. 30, 2018 | $ 142 | $ 136,279 | $ 29,268,409 | $ (23,775,278) | $ 5,629,552 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements Of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,152,343) | $ (1,321,031) |
Adjustment to reconcile net loss to net cash (used in) operating activities | ||
Depreciation and amortization | 508,186 | 180,081 |
Bad debt expense | 68,029 | (41,467) |
Stock based compensation | 285,976 | 248,937 |
Loss on sale of fixed assets | (22,358) | (1,567) |
Gain on extinguishment of debt | 5,750 | |
(Increase) Decrease in: | ||
Accounts receivable | 158,810 | 43,908 |
Prepaid and other assets | 43,804 | 1,898 |
Lease deposit | 5,300 | |
Increase (Decrease) in: | ||
Accounts payable | 202,261 | (17,488) |
Accrued expenses | 183,701 | 61,355 |
Capital lease obligation | (16,503) | |
Deferred income | 47,751 | 579,260 |
Deferred tax liability | (235,786) | |
NET CASH USED IN OPERATING ACTIVITIES | (300,034) | (354,592) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | 41,304 | 6,025 |
Proceeds from the sale of property and equipment | 20,658 | |
NET CASH USED IN INVESTING ACTIVITIES | (20,646) | (6,025) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Dividend paid | 93,132 | 40,000 |
Net proceeds (payments) on line of credit | 8,705 | 28,659 |
Payments on capital lease obligation | 9,000 | |
Payments on promissory notes | 255,450 | |
Proceeds from issuance of notes payable | 1,141,000 | 386,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 792,123 | 374,659 |
NET INCREASE IN CASH | 471,443 | 14,042 |
CASH, BEGINNING OF PERIOD | 272,321 | 16,827 |
CASH, END OF PERIOD | 743,764 | 30,869 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest paid | 71,074 | 31,119 |
Taxes paid | $ 16,156 | $ 3,629 |
Basis Of Presentation
Basis Of Presentation | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of CloudCommerce, Inc. (“CloudCommerce,” “we,” “us,” or the “Company”), have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. For further information, refer to the financial statements and footnotes thereto included in the Company's transition report Form 10-KT for the transition period from July 1, 2017 to December 31, 2017. |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of CloudCommerce is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. The Consolidated Financial Statements include the Company and its wholly owned subsidiaries, Indaba Group, Inc., a Delaware corporation (“Indaba”), Parscale Digital, Inc., a Nevada corporation (“Parscale Digital”), WebTegrity, Inc., a Nevada corporation, Data Propria, Inc., a Nevada corporation (“Data Propria”), Parscale Media, LLC, a Texas limited liability company (“Parscale Media”), and Giles Design Bureau, Inc., a Nevada corporation (“Giles Design Bureau”). All significant inter-company transactions are eliminated in consolidation. Accounts Receivable The Company extends credit to its customers, who are located nationwide. Accounts receivable are customer obligations due under normal trade terms. The Company performs continuing credit evaluations of its customers’ financial condition. Management reviews accounts receivable on a regular basis, based on contracted terms and how recently payments have been received to determine if any such amounts will potentially be uncollected. The Company includes any balances that are determined to be uncollectible in its allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off. The balance of the allowance account at June 30, 2018 On November 30, 2016, the Company entered into an agreement with a third party to sell the rights, with recourse, to accounts receivable amounts due from our customers to Indaba. Under the terms of the agreement, the Company may receive advances in amounts up to $400,000, based on the amounts we invoice our customers, for a period of one year. Because the Company maintains the collectability risk of all outstanding balances, we record the amounts due from customers as a secured borrowing arrangement, with the customer balances at fair value in accounts receivable, including an allowance for any balances at risk of collectability, and the amount due to the third party as a liability. On March 23, 2017, the Company amended the secured borrowing arrangement, which increased the maximum allowable balance by $100,000, to a total of $500,000. As of June 30 , 2018, the balance due from this arrangement was $101,326. On October 19, 2017, the Company entered into an agreement with a third party to sell the rights, with recourse, to accounts receiveable amounts due from our customers to Parscale Digital. Under the terms of the agreement, the Company may receive advances in amounts up to $500,000, based on the amounts we invoice our customers, for a period of one year. Because the Company maintains the collectability risk of all outstanding balances, we record the amounts due from customers as a secured borrowing arrangement, with the customer balances at fair value in accounts receivable, including an allowance for any balances at risk of collectability, and the amount due to the third party as a liability. On April 12, 2018, the Company amended the secured borrowing arrangement, which increased the maximum allowable balance by $250,000, to a total of $750,000. As of June 30 , 2018, the balance due from this arrangement was $382,847. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include revenue recognition, the allowance for doubtful accounts, long-lived assets, intangible assets, business combinations, the deferred tax valuation allowance, and the fair value of stock options and warrants. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of June 30, 2018, the Company held cash and cash equivalents in the amount of $743,764, which was held in the operating bank accounts. Of this amount, $709,668 was held in the CloudCommerce bank account. Since this amount exceeds the FDIC insured limit of $250,000, the balance at risk was $459,668. Revenue Recognition The Company recognizes income when the service is provided or when product is delivered. We present revenue, net of customer incentives. Most of the income is generated from professional services and site development fees. We provide online marketing services that we purchase from third parties. The gross revenue presented in our statement of operations includes digital advertising revenue. We also offer professional services such as development services. The fees for development services with multiple deliverables constitute a separate unit of accounting in accordance with ASC 605-25, which are recognized as the work is performed. Upfront fees for development services or other customer services are deferred until certain implementation or contractual milestones have been achieved. If we have performed work for our clients, but have not invoiced clients for that work, then we record the value of the work in either deferred revenue, as a negative liability balance, or as an asset in costs in excess of billings. The terms of services contracts generally are for periods of less than one year. The deferred revenue and customer deposits as of June 30, 2018 and December 31, 2017 was $710,893 and $620,504, respectively. We always strive to satisfy our customers by providing superior quality and service. Since we typically bill based on a Time and Materials basis, there are no returns for work delivered. When discrepancies or disagreements arise, we do our best to reconcile those by assessing the situation on a case-by-case basis and determining if any discounts can be given. Historically, no significant discounts have been granted. Included in revenue are costs that are reimbursed by our clients, including third party services, such as photographers and stylists, furniture, supplies, and the largest component, digital advertising. We have determined, based on our review, that the amounts classified as reimbursable costs should be recorded as gross, due to the following factors: · The Company is the primary obligor in the arrangement; · We have latitude in establishing price; · We have discretion in supplier selection; and · The Company has credit risk. During the six months ended June 30, 2018 and 2017, we included $1,813,527 and zero, respectively, in revenue, related to reimbursable costs. The Company records revenue into the following five categories: · Data Sciences – Includes polling, research, modeling, data fees, consulting and reporting. · Design – Includes branding, photography, copyrighting, printing, signs and interior design. · Development – Includes website coding. · Digital Advertising – Includes ad spend, SEO management and digital ad support. · Other – Includes domain name management, account management, email marketing, web hosting, email hosting, client training, reimbursed expenses and partner commissions. For the six months ended June 30, 2018 and 2017, revenue was disaggregated into the five categories as follows: Six months ended June 30, 2018 Six months ended June 30, 2017 Third Parties Related Parties Total Third Parties Related Parties Total Data Sciences $ 226,100 $ 20,000 $ 246,100 $ — $ — $ — Design 948,012 154,731 1,102,743 — — — Development 780,941 111,879 892,820 1,128,658 — 1,128,658 Digital Advertising 1,013,738 1,544,015 2,557,753 — — — Other 477,251 197,692 674,943 81,267 — 81,267 Total $ 3,446,042 $ 2,028,317 $ 5,474,359 $ 1,209,925 $ — $ 1,209,925 Research and Development Research and development costs are expensed as incurred. Total research and development costs were zero for the six months ended June 30, 2018 and 2017. Advertising Costs The Company expenses the cost of advertising and promotional materials when incurred. Total advertising costs were $30,449 and $3,316 for the six months ended June 30 , 2018 and 2017 Fair value of financial instruments The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities are carried at cost, which approximates their fair value, due to the relatively short maturity of these instruments. As of June 30, 2018 and December 31, 2017, the Company’s notes payable have stated borrowing rates that are consistent with those currently available to the Company and, accordingly, the Company believes the carrying value of these debt instruments approximates their fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. As of June 30 , 2018 and December 31, 2017, the Company had no assets or liabilities that are required to be valued on a recurring basis. Property and Equipment Property and equipment are stated at cost, and are depreciated or amortized using the straight-line method over the following estimated useful lives: Furniture, fixtures & equipment 7 Years Computer equipment 5 Years Commerce server 5 Years Computer software 3 - 5 Years Leasehold improvements Length of the lease Depreciation expenses were $20,832 and $13,075 for the six months ended June 30 , 2018 and 2017 Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of a long-lived asset, management evaluates whether the estimated future undiscounted net cash flows from the asset are less than its carrying amount. If impairment is indicated, the long-lived asset would be written down to fair value. Fair value is determined by an evaluation of available price information at which assets could be bought or sold, including quoted market prices, if available, or the present value of the estimated future cash flows based on reasonable and supportable assumptions. Indefinite Lived Intangibles and Goodwill Assets The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer lists, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, the Company performed a qualitative assessment of indefinite lived intangibles and goodwill at December 31, 2017, and determined there was impairment of indefinite lived intangibles and goodwill from our Indaba acquisition. Accordingly, all intangible assets and goodwill related to the Indaba acquisition has been written off, amounting to $1,239,796. Business Combinations The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair value, at the acquisition date, of assets received, liabilities incurred or assumed, and equity instruments issued by the Company in exchange for control of the acquiree. Any costs directly attributable to the business combination are expensed in the period incurred. The acquiree’s identifiable assets and liabilities are recognized at their fair values at the acquisition date. Goodwill arising on acquisition is recognized as an asset and initially measured at cost, being the excess of the cost of the business combination over the Company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognized. Concentrations of Business and Credit Risk The Company operates in a single industry segment. The Company markets its services to companies and individuals in many industries and geographic locations. The Company’s operations are subject to rapid technological advancement and intense competition. Accounts receivable represent financial instruments with potential credit risk. The Company typically offers its customers credit terms. The Company makes periodic evaluations of the credit worthiness of its enterprise customers and other than obtaining deposits pursuant to its policies, it generally does not require collateral. In the event of nonpayment, the Company has the ability to terminate services. As of June 30, 2018, the Company held cash and cash equivalents in the amount of $743,764, which was held in the operating bank accounts. Of this amount, $709,668 was held in the CloudCommerce bank account. Since this amount exceeds the FDIC insured limit of $250,000, the balance at risk was $459,668. Stock-Based Compensation The Company addressed the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for either equity instruments of the enterprise or liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. The transactions are accounted for using a fair-value-based method and recognized as expenses in our statement of operations. Stock-based compensation expense recognized during the period is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. Stock-based compensation expense recognized in the consolidated statement of operations during the six months ended June 30, 2018, included compensation expense for the stock-based payment awards granted prior to, but not yet vested, as of June 30, 2018 based on the grant date fair value estimated. Stock-based compensation expense recognized in the statement of operations for the six months ended June 30, 2018 is based on awards ultimately expected to vest, or has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The stock-based compensation expense recognized in the consolidated statements of operations during the six months ended June 30, 2018, and 2017 were $285,976 and $248,937, respectively. Basic and Diluted Net Income (Loss) per Share Calculations Income (Loss) per Share dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The shares for employee options, warrants and convertible notes were used in the calculation of the income per share. For the six months ended June 30, 2018, the Company has excluded 154,800,000 shares of common stock underlying options, 10,000 Series A Preferred shares convertible into 100,000,000 shares of common stock, 18,025 Series B Preferred shares convertible into 450,625,000 shares of common stock, 14,425 Series C Preferred shares convertible into 144,250,000 shares of common stock, 90,000 Series D Preferred shares convertible into 225,000,000 shares of common stock, 10,000 Series E Preferred shares convertible into 20,000,000 shares of common stock and 39,158,500 shares of common stock underlying $277,801 in convertible notes, because their impact on the loss per share is anti-dilutive. For the six months ended June 30, 2017, the Company has excluded 123,000,000 shares of common stock underlying options, 10,000 Series A Preferred shares convertible into 100,000,000 shares of common stock, 18,025 Series B Preferred shares convertible into 450,625,000 shares of common stock, and 23,421,500 shares of common stock underlying $93,686 in convertible notes, because their impact on the loss per share is anti-dilutive. Dilutive per share amounts are computed using the weighted-average number of common shares outstanding and potentially dilutive securities, using the treasury stock method if their effect would be dilutive. Recently Issued Accounting Pronouncements Management reviewed accounting pronouncements issued during the six months ended June 30 , 2018, and the following pronouncements were adopted during the period. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers ASU 2014-09 supersedes existing guidance on revenue recognition with a five-step model for recognizing and measuring revenue from contracts with customers. The objective of the new standard is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance also requires a number of disclosures regarding the nature, amount, timing, and uncertainty of revenue and the related cash flows. The guidance can be applied retrospectively to each prior reporting period presented (full retrospective method) or retrospectively with a cumulative effect adjustment to retained earnings for initial application of the guidance at the date of initial adoption (modified retrospective method). The Company adopted the new standard effective January 1, 2018 using the modified retrospective method applied to those contracts that were not completed or substantially completed as of January 1, 2018. The timing and measurement of revenue recognition under the new standard is not materially different than under the old standard. The adoption of the new standard did not have an impact on the Company’s consolidated financial statements. In January 2017, the FASB issued 2017-04, Intangibles - Goodwill and Other Income Taxes The Company uses the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. The measurement of deferred tax assets and liabilities is based on provisions of applicable tax law. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the amount of tax benefits that, based on available evidence, is not expected to be realized. |
Liquidity And Operations
Liquidity And Operations | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Operations | 3. LIQUIDITY AND OPERATIONS The Company had net loss of $1,152,343 for the six months ended June 30 , 2018, and $1,321,031 for the six months ended , and net cash used in operating activities of $300,034 and $354,592, in the same periods, respectively. While the Company expects that its capital needs in the foreseeable future may be met by cash-on-hand and projected positive cash-flow, there is no assurance that the Company will be able to generate enough positive cash flow or have sufficient capital to finance its growth and business operations, or that such capital will be available on terms that are favorable to the Company or at all. In the current financial environment, it could become difficult for the Company to obtain working capital and other business financing. There is no assurance that the Company would be able to obtain additional working capital through the private placement of common stock or from any other source. Going Concern The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company does not generate significant revenue, and has negative cash flows from operations, which raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, an additional cash infusion. The Company has obtained funds from its shareholders since its inception. It is management’s plan to generate additional working capital from increasing sales from its desktop and mobile service offerings, and then continue to pursue its business plan and purposes. |
Business Acquisitions
Business Acquisitions | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Business Acquisitions | 4. BUSINESS ACQUISITIONS Parscale Creative, Inc. On August 1, 2017, the Company completed the acquisition of Parscale Creative, Inc., a Nevada corporation (“Parscale Creative”). As of that date, the Company’s wholly owned operating subsidiary, Parscale Digital, Inc., a Nevada corporation (“Parscale Digital”), merged with Parscale Creative, and the name of the combined subsidiary was changed to Parscale Digital. The total purchase price of $7,945,000, was paid in the form of the issuance of ninety thousand (90,000) shares of the Company's Series D Convertible Preferred Stock, at a liquidation preference of one hundred dollars ($100) per share, plus dividend payments based on 5% of adjusted revenue of Parscale Digital. Adjusted revenue is defined as total revenue, minus digital marketing media buys. Based on the growth of the Parscale Digital, the actual amount of the dividend payments is estimated to be in the range of $850,000 and $1,300,000, over 36 months, if we achieve 0.5% to 3% monthly adjusted revenue growth. The dividend payments are recorded as a reduction to additional paid in capital. For the period from acquisition, August 1, 2017 through December 31, 2017, we paid $106,260 related to the Series D Convertible Preferred dividend, and during the six months ended June 30, 2018, we paid $53,132. As of the date of closing, Brad Parscale, the 100% owner of Parscale Creative, was appointed to the Company’s Board of Directors. The Company assumed net liabilities of $535,000, related to this acquisition. Under the purchase method of accounting, the transactions were valued for accounting purposes at $7,945,000, which was the fair value of Parscale Creative at the time of acquisition. The assets and liabilities of Parscale Creative were recorded at their respective fair values as of the date of acquisition. The acquisition date estimated fair value of the consideration transferred and purchase price allocation consisted of the following: Cash $ 200,000 Customer deposits and accrued expenses (535,000 ) Net tangible liabilities $ (335,000 ) Non-compete agreements $ 280,000 Brand name 1,930,000 Customer list 2,090,000 Goodwill 4,720,000 Deferred tax liability (1,075,000 ) Total purchase price $ 7,945,000 Issuance of series D convertible preferred stock $ 7,610,000 Net tangible liabilities 335,000 Total purchase price $ 7,945,000 WebTegrity, LLC On November 15, 2017, the Company completed the acquisition of WebTegrity, LLC, a Texas limited liability company (“WebTegrity”). As of that date, the Company’s operating subsidiary, Parscale Digital, Inc., a Nevada corporation, merged with WebTegrity and the name of the combined subsidiary remains unchanged as Parscale Digital. On April 16, 2018, we organized WebTegrity as a Nevada corporation, and split WebTegrity from Parscale Digital. The total purchase price of $900,000, was paid in the form of the issuance of ten thousand (10,000) shares of the Company's Series E Convertible Preferred Stock, at a liquidation preference of one hundred dollars ($100) per share. Under the purchase method of accounting, the transactions were valued for accounting purposes at $900,000, which was the fair value of WebTegrity at the time of acquisition. The assets and liabilities of WebTegrity were recorded at their respective fair values as of the date of acquisition. The acquisition date estimated fair value of the consideration transferred and purchase price allocation consisted of the following: Current assets $ 78,000 Fixed assets 30,000 Liabilities (48,000 ) Net assets 60,000 Brand name 130,000 Customer list 280,000 Goodwill 530,000 Deferred tax liability (100,000 ) Total purchase price $ 900,000 Issuance of Series E Convertible Preferred Stock $ 900,000 The above Parscale Creative and WebTegrity acquisitions are based on a preliminary purchase price allocation , and include identifiable intangible assets, which were based on their estimated fair values as of the acquisition date. The excess of purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill. The allocation of the purchase price required management to make significant estimates in determining the fair values of assets acquired and liabilities assumed, especially with respect to identifiable intangible assets. These estimated fair values were based on information obtained from management of the acquired companies and historical experience and, with respect to the long-lived tangible and intangible assets, were made with the assistance of an independent valuation firm. Parscale Media, LLC On August 1, 2017, the Company entered into a purchase agreement with Brad Parscale, to purchase Parscale Media, LLC, a website hosting business, formed under the laws of Texas. Under the terms of the agreement, the Company agreed to pay Mr. Parscale $1,000,000 in cash, upon closing the transaction, but in no event later than January 1, 2018. On February 1, 2018, the Company entered into an amended purchase agreement which provided for the issuance of a promissory note with Mr. Parscale as consideration for the acquisition, under which the Company agreed to pay Mr. Parscale $1,000,000 in twelve equal installments, and interest of 4% on the promissory note. For the six months ended June 30, 2018, the Company made total payments of $255,450 on the promissory note, and included $13,930 in interest expense. Current assets $ — Brand name 100,000 Customer list 400,000 Goodwill 625,000 Deferred tax liability (125,000 ) Total purchase price $ 1,000,000 Pro forma results The following tables set forth the unaudited pro forma results of the Company as if the acquisitions of Parscale Creative and WebTegrity had taken place on the first day of the period presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies been combined as of the first day of the period presented. Six months ended, June 30, 2018 Six months ended, June 30, 2017 Total revenues $ 5,474,359 $ 4,427,416 Net income (loss) (1,152,343 ) 255,460 Basic and diluted net earnings per common share $ (0.01 ) $ 0.00 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2018 | |
Intangible Assets | |
Intangible Assets | 5. INTANGIBLE ASSETS Domain Name On June 26, 2015, the Company purchased the rights to the domain “CLOUDCOMMERCE.COM”, from a private party at a purchase price of $20,000, plus transaction costs of $202, which is used as the main landing page for the Company. The total recorded cost of this domain of $20,202 has been included in other assets on the balance sheet. As of June 30 , 2018, we have determined that this domain has an indefinite useful life, and as such, is not included in depreciation and amortization expense. The Company will assess this intangible asset annually for impairment, in addition to it being classified with indefinite useful life. Trademark On September 22, 2015, the Company purchased the trademark rights of “CLOUDCOMMERCE”, from a private party at a purchase price of $10,000. The total recorded cost of this trademark of $10,000 has been included in other assets on the balance sheet. The trademark expires in 2020 and may be renewed for an additional 10 years. As of September 30, 2015, we determined that this intangible asset has a definite useful life of 174 months, and as such, will be included in depreciation and amortization expense. For the six months ended June 30 , 2018 and 2017, the Company included $345 and $345, respectively, in depreciation and amortization expense related to this trademark. Non-Compete Agreements On October 1, 2015, the Company acquired Indaba from three members of the limited liability company. At that time, we retained two of the members, who served as the Chief Executive Officer and Chief Technology Officer of Indaba. Both employees have non-compete agreements in place to protect the Company against the risk of either employee leaving Indaba to compete directly with us. We have calculated the value of those non-compete agreements at $201,014, with a useful life of two years, which coincides with the term of the non-compete agreement. This amount was included in depreciation and amortization expense until September 30, 2017. For the six months ended , 2018 and 2017, the Company included zero and $50,254, respectively, in depreciation and amortization expense related to these non-compete agreements. On August 1, 2017, the Company signed a merger agreement with Brad Parscale, in which Parscale Creative merged with and into Parscale Digital. The terms of the merger agreement include a non-compete agreement with Brad Parscale, for a period of three years. The Company has placed a value of this non-compete agreement at $280,000, amortized over a period of 36 months. For the six months ended June 30, 2018, we have included $46,667 in amortization expense related to this non-compete agreement. As of June 30, 2018, the balance on this intangible asset was $194,444. Customer List On October 1, 2015, the Company acquired Indaba, and have calculated the value of the customer list at $447,171, with a useful life of 3 years. This amount was to be included in depreciation and amortization expense until September 30, 2018. During the six months ended December 31, 2017, we determined that the Customer List intangible asset was impaired. Therefore, we have written off the remaining balance at December 31, 2017, totaling $111,793. As of June 30, 2018 the balance is zero. On August 1, 2017, the Company acquired Parscale Creative, and have calculated the value of the customer list at $2,090,000, with a useful life of 3 years. For the six months ended June 30, 2018, we included $339,972 in depreciation and amortization expense related to the customer list, and as of June 30, 2018, the remaining balance of this intangible asset was $1,381,712. On November 15, 2017, the Company acquired WebTegrity, and have calculated the value of the customer list at $280,000, with a useful life of 3 years. For the six months ended June 30, 2018, we included $44,815 in depreciation and amortization expense related to the customer list, and as of June 30, 2018, the remaining balance of this intangible asset was $200,497. On February 1, 2018, the Company acquired Parscale Media, and have calculated the value of the customer list at $400,000, with a useful life of 3 years. For the six months ended June 30, 2018, we included $55,556 in depreciation and amortization expense related to the customer list, and as of June 30, 2018, the remaining balance of this intangible asset was $344,444. Brand Name On August 1, 2017, the Company acquired Parscale Creative, and have calculated the value of the brand name at $1,930,000, which is included in other assets on the balance sheet. As of , 2018, we have determined that this brand name has an indefinite useful life, and as such, is not included in depreciation and amortization expense. The Company will assess this intangible asset annually for impairment, in addition to it being classified with an indefinite useful life On November 15, 2017, the Company acquired WebTegrity, and have calculated the value of the brand name at $130,000, which is included in other assets on the balance sheet. As of , 2018, we have determined that this brand name has an indefinite useful life, and as such, is not included in depreciation and amortization expense. The Company will assess this intangible asset annually for impairment, in addition to it being classified with an indefinite useful life On February 1, 2018, the Company acquired Parscale Media, and have calculated the value of the brand name at $100,000, which is included in other assets on the balance sheet. As of , 2018, we have determined that this brand name has an indefinite useful life, and as such, is not included in depreciation and amortization expense. The Company will assess this intangible asset annually for impairment, in addition to it being classified with an indefinite useful life Goodwill On August 1, 2017, the Company acquired Indaba, and have calculated the value of the goodwill at $1,128,003, which was included in other assets on the balance sheet at June 30, 2017. During the six months ended December 31, 2017, we determined that the goodwill related to the Indaba acquisition was impaired. Therefore, all remaining goodwill was written off. The amount of the write off was $1,128,003. On August 1, 2017, the Company acquired Parscale Creative, and have calculated the value of the goodwill at $4,720,000, which is included in other assets on the balance sheet. The Company will assess this intangible asset for impairment, if an event occurs that may effect the fair value, or at least annually. On November 15, 2017, the Company acquired WebTegrity, and have calculated the value of the goodwill at $530,000, which is included in other assets on the balance sheet. The Company will assess this intangible asset for impairment, if an event occurs that may effect the fair value, or at least annually. On February 1, 2018, the Company acquired Parscale Media, and have calculated the value of the goodwill at $625,000, which is included in other assets on the balance sheet. The Company will assess this intangible asset for impairment, if an event occurs that may effect the fair value, or at least annually. The Company’s intangible assets consist of the following: June 30, 2018 December 31, 2017 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer list 2,770,000 (843,346 ) 1,926,654 2,370,000 (403,003 ) 1,966,997 Non-compete agreement 280,000 (85,556 ) 194,444 280,000 (38,889 ) 241,111 Domain name and trademark 30,201 (1,896 ) 28,305 30,201 (1,552 ) 28,649 Brand name 2,160,000 — 2,160,000 2,060,000 — 2,060,000 Goodwill 5,875,000 — 5,875,000 5,250,000 — 5,250,000 Total 11,115,201 (930,798 ) 10,184,403 9,990,201 (443,444 ) 9,546,757 Total amortization expense charged to operations for the six months ended June 30 , 2018 and 2017 was The following table of remaining amortization of finite life intangible assets, for the years ended December 31, includes the intangible assets acquired, in addition to the CloudCommerce trademark: 2018 $ 488,253 2019 976,506 2020 646,953 2021 11,801 2022 and thereafter 5,690 Total $ 2,129,203 |
Credit Facilities
Credit Facilities | 6 Months Ended |
Jun. 30, 2018 | |
Credit Facilities | |
Credit Facilities | 6. CREDIT FACILITIES Secured Borrowing On November 30, 2016, Indaba entered into a 12 month agreement with a third party to sell the rights to amounts due from our customers, in exchange for a borrowing facility in amounts up to a total of $400,000. The agreement was amended on March 23, 2017, which increased the allowable borrowing amount by $100,000, to a maximum of $500,000. On November 30, 2017, the agreement auto renewed for another twelve months. The proceeds from the facility are determined by the amounts we invoice our customers. The Company evaluated this facility in accordance with ASC 860, classifying it as a secured borrowing arrangement. As such, we record the amounts due from customers in accounts receivable and the amount due to the third party as a liability, presented as a “line of credit” on the Balance Sheet. The principal borrowed through this facility is secured by the accounts receivable balances, in addition to the other assets of the Company. During the term of this facility, the third party lender has a first priority security interest in the Company, and therefore, we will require such third party lender’s written consent to obligate the Company further or pledge our assets against additional borrowing facilities. Because of this position, it may be difficult for the Company to secure additional secured borrowing facilities. The cost of this secured borrowing facility is 0.05% of the daily balance. During the six months ended June 30 , 2018 and 2017, the Company included $15,079 and $31,161, respectively, in interest expense, related to this secured borrowing facility, and as of , 2018 and December 31, 2017, the outstanding balances were $101,326 and $296,631, respectively. On October 19, 2017, Parscale Digital entered into a 12 month agreement with a third party to sell the rights to amounts due from our customers, in exchange for a borrowing facility in amounts up to a total of $500,000. The agreement was amended on April 12, 2018, which increased the allowable borrowing amount by $250,000, to a maximum of $750,000. The proceeds from the facility are determined by the amounts we invoice our customers. The Company evaluated this facility in accordance with ASC 860, classifying it as a secured borrowing arrangement. As such, we record the amounts due from customers in accounts receivable and the amount due to the third party as a liability, presented as a “line of credit” on the Balance Sheet. The principal borrowed through this facility is secured by the accounts receivable balances, in addition to the other assets of the Company. During the term of this facility, the third party lender has a first priority security interest in the Company, and will, therefore, we will require such third party lender’s written consent to obligate the Company further or pledge our assets against additional borrowing facilities. Because of this position, it may be difficult for the Company to secure additional secured borrowing facilities. The cost of this secured borrowing facility is 0.05% of the daily balance. During the six months ended June 30 , 2018 and 2017, the Company included $16,712 and zero, respectively, in interest expense, related to this secured borrowing facility, and as of , 2018 and December 31, 2017, the outstanding balances were $382,847 and $178,837, respectively. |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | 7. CONVERTIBLE NOTES PAYABLE During the quarter ended December 31, 2015, the Company signed an addenda to each of its outstanding convertible notes, fixing the conversion price at $0.004. Before the addenda, the conversion price for each of the notes was tied to the trading price of the Company’s common stock. Because of that fluctuation, the Company was required to report derivative gains and losses each quarter, which was included in earnings, and an overall derivative liability balance on the balance sheet. Since the addenda, the Company has eliminated the derivative liability balance on the balance sheet and discontinued the gain/loss reporting on the income statement. On March 25, 2013, the Company issued a convertible promissory note (the “March 2013 Note”) in the amount of up to $100,000, at which time an initial advance of $50,000 was received to cover operational expenses. The lender, a related party, advanced an additional $20,000 on April 16, 2013, $15,000 on May 1, 2013 and $15,000 on May 16, 2013, for a total draw of $100,000. The terms of the March 2013 Note, as amended, allow the lender to convert all or part of the outstanding balance plus accrued interest, at any time after the effective date, at a conversion price of $0.004 per share. The March 2013 Note bears interest at a rate of 10% per year and matures on March 25, 2018. The Company is working with the lender to extend the maturity date. On May 23, 2014, the lender converted $17,000 of the outstanding balance and accrued interest of $1,975 into 4,743,699 shares of common stock. On October 14, 2014, the lender converted $17,000 of the outstanding balance and accrued interest of $2,645 into 4,911,370 shares of common stock. On April 17, 2018, the lender converted $16,000 of the outstanding balance and accrued interest of $8,106 into 6,026,301 shares of common stock. The balance of the March 2013 Note, as of June 30 , 2018 was $75,856, which includes $25,856 of accrued interest. On April 20, 2018, the Company issued a convertible promissory note (the “April 2018 Note”) in the amount of up to $200,000, at which time an initial advance of $200,000 was received to cover operational expenses. The terms of the April 2018 Note, as amended, allow the lender, a related party, to convert all or part of the outstanding balance plus accrued interest, at any time after the effective date, at a conversion price of $0.01 per share. The April 2018 Note bears interest at a rate of 5% per year and matures on April 20, 2021. The balance of the April 2018 Note, as of June 30 , 2018 was $201,945, which includes $1,945 of accrued interest. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2018 | |
Notes Payable | |
Notes Payable | 8. NOTES PAYABLE On July 31, 2017, the Company signed an exchange agreement with the holder of our notes, which exchanged ten convertible notes, totaling $1,485,914, for 14,425 shares of Series C Preferred stock. Each share of Series C Preferred stock has a face value of $100 and is convertible into common stock at a price of $0.01 per share. At the time of the exchange, all accrued interest was forgiven. The following notes were converted: (a) On January 12, 2016, the Company borrowed $100,000 from Bountiful Capital, LLC to cover operating costs. The loan was offered interest free on a short term basis, and was due February 12, 2016. On July 31, 2017, the principal balance of $100,000 was exchanged for Series C Preferred stock, leaving a balance of zero as of July 31, 2017. The other notes exchanged with Bountiful Capital, LLC, are noted below. (b) On April 18, 2016, the Company issued a promissory note (the “April 2016 Note”) in the amount of up to $500,000, at which time an initial advance of $35,500 was received to cover operational expenses. The lender advanced an additional $41,000 on May 2, 2016, $35,000 on May 17, 2016, $160,000 on May 19, 2016, $34,000 on June 1, 2016, $21,000 on June 21, 2016, $33,500 on June 30, 2016, $10,000 on July 15, 2016, $33,000 on July 29, 2016, $35,500 on August 16, 2016, $28,000 on August 31, 2016, $33,500 on September 14, 2016, for a total draw of $500,000. The April 2016 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 60 months from the effective date of each tranche. On July 31, 2017, the principal balance of $500,000 was exchanged for Series C Preferred stock, and all accrued interest was forgiven, leaving a balance of zero as of July 31, 2017. (c) On October 3, 2016, the Company issued a promissory note (the “October 2016 Note”) in the amount of up to $500,000, at which time an initial advance of $36,000 was received to cover operational expenses. The lender advanced an additional $48,000 on October 17, 2016, $34,000 on October 31, 2016, $27,000 on November 15, 2016, $34,000 on November 30, 2016, $28,500 on December 16, 2016, $21,000 on January 3, 2017, $50,000 on January 17, 2017, $29,000 on January 31, 2017, $15,000 on February 2, 2017, $30,000 on February 16, 2017, $29,000 on March 1, 2017, $28,000 on March 16, 2017, $46,500 on April 3, 2017, $23,500 on April 17, 2017, and $20,500 on May 2, 2017, for a total draw of $500,000. The October 2016 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 60 months from the effective date of each tranche. On July 31, 2017, the principal balance of $500,000 was exchanged for Series C Preferred stock, and all accrued interest was forgiven, leaving a balance of zero as of July 31, 2017. (d) On May 16, 2017, the Company issued a promissory note (the “May 16, 2017 Note”) in the amount of $38,000, at which time the entire balance of $38,000 was received to cover operational expenses. The May 16, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. On July 31, 2017, the principal balance of $38,000 was exchanged for Series C Preferred stock, and all accrued interest was forgiven, leaving a balance of zero as of July 31, 2017. (e) On May 30, 2017, the Company issued a promissory note (the “May 30, 2017 Note”) in the amount of $46,000, at which time the entire balance of $46,000 was received to cover operational expenses. The May 30, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. On July 31, 2017, the principal balance of $46,000 was exchanged for Series C Preferred stock, and all accrued interest was forgiven, leaving a balance of zero as of July 31, 2017. (f) On June 14, 2017, the Company issued a promissory note (the “June 14, 2017 Note”) in the amount of $26,000, at which time the entire balance of $26,000 was received to cover operational expenses. The June 14, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. On July 31, 2017, the principal balance of $26,000 was exchanged for Series C Preferred stock, and all accrued interest was forgiven, leaving a balance of zero as of July 31, 2017. (g) On June 29, 2017, the Company issued a promissory note (the “June 29, 2017 Note”) in the amount of $23,500, at which time the entire balance of $23,500 was received to cover operational expenses. The June 29, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. On July 31, 2017, the principal balance of $23,500 was exchanged for Series C Preferred stock, and all accrued interest was forgiven, leaving a balance of zero as of July 31, 2017. (h) On July 10, 2017, the Company issued a promissory note (the “July 10, 2017 Note”) in the amount of $105,000, at which time the entire balance of $105,000 was received to cover operational expenses. The July 10, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. On July 31, 2017, the principal balance of $105,000 was exchanged for Series C Preferred stock, and all accrued interest was forgiven, leaving a balance of zero as of July 31, 2017. (i) On July 14, 2017, the Company issued a promissory note (the “July 14, 2017 Note”) in the amount of $50,500, at which time the entire balance of $50,500 was received to cover operational expenses. The July 14, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. On July 31, 2017, the principal balance of $50,500 was exchanged for Series C Preferred stock, and all accrued interest was forgiven, leaving a balance of zero as of July 31, 2017. (j) On July 30, 2017, the Company issued a promissory note (the “July 30, 2017 Note”) in the amount of $53,500, at which time the entire balance of $53,500 was received to cover operational expenses. The July 30, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. On July 31, 2017, the principal balance of $53,500 was exchanged for Series C Preferred stock, and all accrued interest was forgiven, leaving a balance of zero as of July 31, 2017. Subsequent to July 31, 2017, the Company entered into the following new notes payable: On August 3, 2017, the Company issued a promissory note (the “August 3, 2017 Note”) in the amount of $25,000, at which time the entire balance of $25,000 was received to cover operational expenses. The August 3, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The balance of the August 3, 2017 Note, as of June 30, 2018 is $26,332, which includes $1,332 of accrued interest. On August 15, 2017, the Company issued a promissory note (the “August 15, 2017 Note”) in the amount of $34,000, at which time the entire balance of $34,000 was received to cover operational expenses. The August 15, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The balance of the August 15, 2017 Note, as of June 30, 2018 is $35,695, which includes $1,695 of accrued interest. On August 28, 2017, the Company issued a promissory note (the “August 28, 2017 Note”) in the amount of $92,000, at which time the entire balance of $92,000 was received to cover operational expenses. The August 28, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The balance of the August 28, 2017 Note, as of June 30, 2018 is $96,272, which includes $4,272 of accrued interest. On September 28, 2017, the Company issued a promissory note (the “September 28, 2017 Note”) in the amount of $63,600, at which time the entire balance of $63,600 was received to cover operational expenses. The September 28, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The balance of the September 28, 2017 Note, as of June 30, 2018 is $66,013, which includes $2,413 of accrued interest. On October 11, 2017, the Company issued a promissory note (the “October 11, 2017 Note”) in the amount of $103,500, at which time the entire balance of $103,500 was received to cover operational expenses. The October 11, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The balance of the October 11, 2017 Note, as of June 30, 2018 is $107,215, which includes $3,715 of accrued interest. On October 27, 2017, the Company issued a promissory note (the “October 27, 2017 Note”) in the amount of $106,000, at which time the entire balance of $106,000 was received to cover operational expenses. The October 27, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The balance of the October 27, 2017 Note, as of June 30, 2018 is $109,572, which includes $3,572 of accrued interest. On November 15, 2017, the Company issued a promissory note (the “November 15, 2017 Note”) in the amount of $62,000, at which time the entire balance of $62,000 was received to cover operational expenses. The November 15, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The balance of the November 15, 2017 Note, as of June 30, 2018 is $63,928, which includes $1,928 of accrued interest. On November 27, 2017, the Company issued a promissory note (the “November 27, 2017 Note”) in the amount of $106,000, at which time the entire balance of $106,000 was received to cover operational expenses. The November 27, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The balance of the November 27, 2017 Note, as of June 30, 2018 is $109,122, which includes $3,122 of accrued interest. On November 30, 2017, the Company issued a promissory note (the “November 30, 2017 Note”) in the amount of $30,000, at which time the entire balance of $30,000 was received to cover operational expenses. The November 30, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The balance of the November 30, 2017 Note, as of June 30, 2018 is $30,871, which includes $871 of accrued interest. On December 19, 2017, the Company issued a promissory note (the “December 19, 2017 Note”) in the amount of $42,000, at which time the entire balance of $42,000 was received to cover operational expenses. The December 19, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The balance of the December 19, 2017 Note, as of June 30, 2018 is $43,110, which includes $1,110 of accrued interest. On January 3, 2018, the Company issued a promissory note (the “January 3, 2018 Note”) in the amount of $49,000, at which time the entire balance of $49,000 was received to cover operational expenses. The January 3, 2018 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The balance of the January 3, 2018 Note, as of June 30, 2018 is $50,195, which includes $1,195 of accrued interest. On January 30, 2018, the Company issued a promissory note (the “January 30, 2018 Note”) in the amount of $72,000, at which time the entire balance of $72,000 was received to cover operational expenses. The January 30, 2018 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The balance of the January 30, 2018 Note, as of June 30, 2018 is $73,489, which includes $1489 of accrued interest. On February 1, 2018, the Company entered into an amended purchase agreement and promissory note with Mr. Parscale, which facilitated the closing of the Parscale Media transaction and established a revised payment arrangement, under which the Company agreed to pay Mr. Parscale $1,000,000 in twelve equal installments, which includes 4% interest. For the six months ended June 30 On February 2, 2018, the Company issued a promissory note (the “February 2, 2018 Note”) in the amount of $85,000, at which time the entire balance of $85,000 was received to cover operational expenses. The February 2, 2018 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The balance of the February 2, 2018 Note, as of June 30, 2018 is $86,723, which includes $1,723 of accrued interest. As of June 30, 2018 and December 31, 2017, the notes payable due to related parties totaled $1,657,020 and $670,819, respectively. |
Capital Stock
Capital Stock | 6 Months Ended |
Jun. 30, 2018 | |
Capital Stock | |
Capital Stock | 9. CAPITAL STOCK At June 30, 2018 the Company’s authorized stock consists of 2,000,000,000 shares of common stock, par value $0.001 per share. The Company is also authorized to issue 5,000,000 shares of preferred stock, par value of $0.001 per share. The rights, preferences and privileges of the holders of the preferred stock will be determined by the Board of Directors prior to issuance of such shares. The conversion of certain outstanding preferred stock could have a significant impact on our common stockholders. Series A Preferred The Company has designated 10,000 shares of its preferred stock as Series A Preferred Stock. Each share of Series A Preferred Stock is convertible into 10,000 shares of the Company’s common stock. The holders of outstanding shares of Series A Preferred Stock shall be entitled to receive dividends, payable quarterly, out of any assets of the Corporation legally available therefor, at the rate of $8 per share per annum, payable in preference and priority to any payment of any dividend on the common stock. As of June 30, 2018, the Company has 10,000 shares of Series A Preferred Stock outstanding. Series B Preferred The Company has designated 25,000 shares of its preferred stock as Series B Preferred Stock. Each share of Series B Preferred Stock shall have a stated value of $100. The Series B Preferred Stock is convertible into shares of fully paid and non-assessable shares of the Company's common stock by dividing the stated value by a conversion price of $0.004 per share. Series B Preferred Stock shall not be entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company. As of June 30, 2018, the Company has 18,025 shares of Series B Preferred Stock outstanding. Series C Preferred The Company has designated 25,000 shares of its preferred stock as Series C Preferred Stock. Each share of Series C Preferred Stock shall have a stated value of $100. The Series C Preferred Stock is convertible into shares of fully paid and non-assessable shares of the Company's common stock by dividing the stated value by a conversion price of $0.01 per share. Series C Preferred Stock shall not be entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company. As of June 30, 2018, the Company has 14,425 shares of Series C Preferred Stock outstanding. Series D Preferred The Company has designated 90,000 shares of its preferred stock as Series D Preferred Stock. Each share of Series D Preferred Stock shall have a stated value of $100. The Series D Preferred Stock is convertible into common stock at a ratio of 2,500 shares of common stock per share of preferred stock, and pays a quarterly dividend, calculated as (1/90,000) x (5% of the Adjusted Gross Revenue) of the Company’s subsidiary Parscale Digital. Adjusted Gross Revenue shall mean the top line gross revenue of Parscale Digital, as calculated under GAAP (generally accepted accounting principles) less any reselling revenue attributed to third party advertising products or service, such as, but not limited to, search engine keyword campaign fees, social media campaign fees, radio or television advertising fees, and the like. Series D Preferred Stock shall not be entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company. As of June 30, 2018, the Company has 90,000 shares of Series D Preferred Stock outstanding. Series E Preferred The Company has designated 10,000 shares of its preferred stock as Series E Preferred Stock. Each share of Series E Preferred Stock shall have a stated value of $100. The Series E Preferred Stock is convertible into shares of fully paid and non-assessable shares of the Company's common stock by dividing the stated value by a conversion price of $0.05 per share. Series E Preferred Stock shall not be entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company. As of June 30, 2018, the Company has 10,000 shares of Series E Preferred Stock outstanding. |
Stock Options And Warrants
Stock Options And Warrants | 6 Months Ended |
Jun. 30, 2018 | |
Stock Options And Warrants | |
Stock Options and Warrants | 10. STOCK OPTIONS AND WARRANTS Stock Options On July 10, 2003, the Company adopted the Warp 9, Inc. Stock Option Plan for directors, executive officers, and employees of and key consultants to the Company. Pursuant to the now terminated plan, the Company could issue 5,000,000 shares of common stock. The plan was administered by the Company’s Board of Directors, and options granted under the plan could be either incentive options or nonqualified options. Each option was exercisable in full or in installment and at such time as designated by the Board. Notwithstanding any other provision of the plan or of any option agreement, each option expired on the date specified in the option agreement, which date was to be no later than the tenth anniversary of the date on which the option was granted (fifth anniversary in the case of an incentive option granted to a greater-than-10% stockholder). The purchase price per share of the common stock under each incentive option was to be no less than the fair market value of the common stock on the date the option was granted (110% of the fair market value in the case of a greater-than-10% stockholder). The purchase price per share of the common stock under each nonqualified option was to be specified by the Board at the time the option is granted, and could be less than, equal to or greater than the fair market value of the shares of common stock on the date such nonqualified option was granted, but was to be no less than the par value of shares of common stock. The plan provided specific language as to the termination of options granted thereunder. On August 1, 2017, we granted non-qualified stock options to purchase up to 10,000,000 shares of our common stock to Jill Giles, at a price of $0.01 per share. The stock options vest equally over a period of 36 months and expire August 1, 2022. On September 18, 2017, we granted non-qualified stock options to purchase up to 1,800,000 shares of our common stock to three key employees, at a price of $0.05 per share. The stock options vest equally over a period of 36 months and expire September 18, 2022 . On January 3, 2018, we granted non-qualified stock options to purchase up to 20,000,000 shares of our common stock to three key employees, at a price of $0.04 per share. The stock options vest equally over a period of 36 months and expire January 3, 2023 . The Company used the historical industry index to calculate volatility, since the Company’s stock history did not represent the expected future volatility of the Company’s common stock. The fair value of options granted during the six months ended June 30, 2018 and year ended December 31, 2017, were determined using the Black Scholes method with the following assumptions: Six months ended Year ended June 30, 2018 December 31, 2017 Risk free interest rate 5.00 % 5.00 % Stock volatility factor 397 % 397 % Weighted average expected option life 5 years 5 years Expected dividend yield none none A summary of the Company’s stock option activity and related information follows: Six Months ended June 30, 2018 Six Months ended June 30, 2017 Weighted average Weighted average Options exercise price Options exercise price Outstanding -beginning of period 134,800,000 $ 0.013 123,000,000 $ 0.013 Granted 20,000,000 $ 0.040 — $ — Exercised — $ — — $ — Forfeited — $ — — $ — Outstanding - end of period 154,800,000 $ 0.017 123,000,000 $ 0.013 Exercisable at the end of the period 125,738,995 $ 0.013 94,095,890 $ 0.012 Weighted average fair value of options granted during the year $ 800,000 $ — As of June 30, 2018 and December 31, 2017, the intrinsic value of the stock options was approximately $1,783,750 and $3,632,450, respectively. Stock option expense for the six months ended June 30 , 2018 and 2017 The Black Scholes option valuation model was developed for use in estimating the fair value of traded options, which do not have vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Because the Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options. The weighted average remaining contractual life of options outstanding, as of June 30, 2018 was as follows: Number of Weighted Average Exercise options remaining contractual prices outstanding life (years) $ 0.05 1,800,000 4.22 $ 0.04 20,000,000 4.52 $ 0.02 35,000,000 4.16 $ 0.01 60,000,000 3.6 $ 0.01 15,000,000 3.72 $ 0.01 10,000,000 4.09 $ 0.005 12,500,000 1.12 $ 0.004 500,000 3.29 154,800,000 Warrants During the six months ended June 30, 2018 |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Parties | 11. RELATED PARTIES Bountiful Capital, LLC, loaned the Company $100,000 on January 12, 2016, $500,000 through multiple fundings on the April 2016 Note, $500,000 through multiple fundings on the October 2016 Note, $38,000 on May 16, 2017, $46,000 on May 30, 2017, $26,000 on June 14, 2017, $23,500 on June 29, 2017, $105,000 on July 10, 2017, $50,500 on July 14, 2017, $53,500 on July 30, 2017, $25,000 on August 3, 2017, $34,000 on August 16, 2017, $92,000 on August 28, 2017, $63,600 on September 28, 2017, $103,500 on October 11, 2017, $106,000 on October 27, 2017, $62,000 on November 15, 2017, $106,000 on November 27, 2017, $30,000 on November 30, 2017, $42,000 on December 19, 2017, $49,000 on January 3, 2018, $72,000 on January 30, 2018 and $85,000 on February 2, 2018, as unsecured promissory notes. The terms of the notes include interest of 5% and are due and payable upon demand, but in no case later than 36 months after the effective date. On July 31, 2017, notes payable amounting to $1,442,500 and accrued interest of $43,414 were converted into 14,425 shares of Series C preferred stock. At June 30 , 2018, notes payable and accrued interest amount to $898,539. The Company’s chief financial officer, Greg Boden, also serves as the president of Bountiful Capital, LLC. Brad Parscale has served on the board of directors of the Company since the acquisition of Parscale Creative on August 1, 2017. Mr. Parscale is also the owner of Parscale Strategy, LLC (“Parscale Strategy”), the largest customer of Parscale Digital. During the six months ended June 30 , 2018, the Company earned $2,008,317 in revenue from providing services to Parscale Strategy, and as of , 2018, Parscale Strategy had an outstanding accounts receivable of $148,024. On August 1, 2017, Parscale Digital signed a lease with Giles-Parscale, Inc., a related party, to provide a workplace for the employees of Parscale Digital. Giles-Parscale, Inc., is wholly owned by Jill Giles, an employee of the Company. Details on this lease are included in Note 13. On August 1, 2017, Parscale Digital signed a lease with Parscale Strategy for computer equipment and office furniture. Parscale Strategy is wholly owned by Brad Parscale, who serves on the CloudCommerce board of directors. Details of this lease are included in Note 13. On February 1, 2018, the Company entered into an amended purchase agreement and promissory note with Mr. Parscale, which facilitated the closing of the Parscale Media transaction and established a revised payment arrangement, under which the Company agreed to pay Mr. Parscale $1,000,000 in twelve equal installments, which includes 4% interest. For the six months ended June 30, 2018, the Company made total payments of $255,450 on the promissory note, which includes $9,181 of interest expense. On April 28, 2018, Data Propria entered into an agreement to lease approximately 2,073 square feet of office space located at 311 Sixth Street, San Antonio, TX 78215, for a period of twelve months, commensing May 1, 2018, at a cost of $4,000 per month, plus a pro rata share of building maintenance expenses. This lease was signed with a related party, Jill Giles, an employee of the Company. |
Concentrations
Concentrations | 6 Months Ended |
Jun. 30, 2018 | |
Risks and Uncertainties [Abstract] | |
Concentrations | 12. CONCENTRATIONS For the six months ended June 30, 2018 and 2017, the Company had one and three major customers who represented approximately 37% and 58% of total revenue. At June 30, 2018 and December 31, 2017, accounts receivable from two and four customers, represented approximately 19% and 56% of total accounts receivable, respectively. The customers comprising the concentrations within the accounts receivable are not the same customers that comprise the concentrations with the revenues discussed above. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 13. COMMITMENTS Operating Leases As a result of the WebTegrity acquisition, we assumed a lease for office space used by the WebTegrity employees, at 14603 Huebner Road, Suite 3402, San Antonio, TX 78230. The lease was executed on March 20, 2017 for a period of 36 months, commencing March 20, 2017, at a rate of $2,750 per month. On August 1, 2017, Parscale Digital signed a lease agreement with Giles-Parscale, Inc., a related party, which commenced on August 1, 2017, for approximately 8,290 square feet, at 321 Sixth Street, San Antonio, TX 78215, for $9,800 per month, plus a pro rata share of the common building expenses. The lease expires on July 31, 2022. On April 15, 2016, the CloudCommerce signed a lease for approximately 1,800 square feet of office space at 1933 Cliff Dr., Suite 1, Santa Barbara, California 93109 for approximately $3,000 per month, on a month-to-month basis which lease commenced on March 1, 2016 and concluded February 15, 2018. On October 24, 2017, we executed a lease agreement for the same space, commencing March 1, 2018 for a period of 36 months, at a rate of $2,795 per month, plus a pro rata share of the common area maintenance. On December 10, 2012, Indaba signed a lease, which commenced January 16, 2013 for approximately 3,300 square feet at 2854 Larimer Street, Denver, CO 80205, for approximately $3,500 per month. The original lease term expired February 28, 2016, but was extended until February 28, 2017, at a rate of $5,800 per month. This lease was further extended until February 28, 2018, at a rate of $5,850 per month. We did not renew this lease and moved out of the space by February 28, 2018. On February 12, 2018, we executed a lease agreement for office space at 1415 Park Avenue West, Denver, CO 80205, expiring August 14, 2018, at a cost of $800 per month. This lease was cancelled June 30, 2018. The following is a schedule, by years, of future minimum lease payments required under the operating leases. Years Ending December 31, Amount 2018 $ 117,667 2019 204,334 2020 160,584 2021 125,984 2022 68,600 Total operating lease expense for the six months ended June 30, 2018 and 2017 was $118,957 and $52,801, respectively. The Company is also required to pay its pro rata share of taxes, building maintenance costs, and insurance in according to the lease agreement. On May 21, 2014, the Company entered into a settlement agreement with the landlord of our previous location, to make monthly payments on past due rent totaling $227,052. Under the terms of the agreement, the Company will make monthly payments of $350 on a reduced balance of $40,250. Upon payment of $40,250, the Company will record a gain on extinguishment of debt of $186,802. As of June 30, 2018, the Company recorded the outstanding balance under this settlement agreement as a long-term accrued expense, with the current portion of the debt recorded in accrued expenses. As of June 30, 2018 and December 31, 2017, the Company owed $23,100 and $25,200 on the outstanding reduced payment terms, respectively. Capital Lease On August 1, 2017, Parscale Digital signed a lease agreement with Parscale Strategy, a related party, for the use of office equipment and furniture. The lease provides for a term of thirty-six (36) months, at a monthly payment of $3,000, and an option to purchase all items at the end of the lease for one dollar. We have evaluated this lease in accordance with ASC 840-30 and determined that it meets the definition of a capital lease. The following is a schedule of the net book value of the capital lease. Assets June 30, 2018 December 31, 2017 Leased equipment under capital lease, $ 100,097 $ 100,097 less accumulated amortization (22,761 ) (13,023 ) Net $ 77,336 $ 87,075 Liabilities June 30, 2018 December 31, 2017 Obligations under capital lease (current) $ 33,200 $ 32,382 Obligations under capital lease (noncurrent) 37,886 54,693 Total $ 71,086 $ 87,075 The following is a schedule, by years, of future minimum lease payments required under the capital lease. Years ended December 31, Lease Payments Imputed Interest Present Value of Payments 2018 $ 18,000 $ (1,607 ) $ 16,393 2019 36,000 (1,962 ) 34,038 2020 21,000 (345 ) 20,655 2021 — — — 2022 — — — $ 75,000 $ (3,914 ) $ 71,086 The Company is required to pay its pro rata share of taxes, building maintenance costs, and insurance in accordance with the operating lease agreements of CloudCommerce, Parscale Digital, WebTegrity, Parscale Media, Giles Design Bureau and Data Propria. Legal Matters The Company may be involved in legal actions and claims arising in the ordinary course of business, from time to time, none of which at the time are considered to be material to the Company’s business or financial condition. |
Supplemental Statement Of Cash
Supplemental Statement Of Cash Flows Information | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Statement of Cash Flows Information | 14. SUPPLEMENTAL STATEMENT OF CASH FLOWS INFORMATION During the six months ended June 30, 2018, - On February 1, 2018, the Company acquired Parscale Media for $1,000,000 payable by a note over twelve months. - On April 17, 2018, a lender converted a portion of the March 2013 Note into common stock. The conversion included $16,000 of principal, plus $8,106 of interest, which was converted into 6,026,301 common shares. During the six months ended June 30, 2017 , there were no non-cash financing activities. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events | |
Subsequent Events | 15. SUBSEQUENT EVENTS Management has evaluated subsequent events according to ASC TOPIC 855 as of the date of the financial statements and has determined that there are no reportable events. |
Summary Of Significant Accoun22
Summary Of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Accounts Receivable | Accounts Receivable The Company extends credit to its customers, who are located nationwide. Accounts receivable are customer obligations due under normal trade terms. The Company performs continuing credit evaluations of its customers’ financial condition. Management reviews accounts receivable on a regular basis, based on contracted terms and how recently payments have been received to determine if any such amounts will potentially be uncollected. The Company includes any balances that are determined to be uncollectible in its allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off. The balance of the allowance account at June 30, 2018 On November 30, 2016, the Company entered into an agreement with a third party to sell the rights, with recourse, to accounts receivable amounts due from our customers to Indaba. Under the terms of the agreement, the Company may receive advances in amounts up to $400,000, based on the amounts we invoice our customers, for a period of one year. Because the Company maintains the collectability risk of all outstanding balances, we record the amounts due from customers as a secured borrowing arrangement, with the customer balances at fair value in accounts receivable, including an allowance for any balances at risk of collectability, and the amount due to the third party as a liability. On March 23, 2017, the Company amended the secured borrowing arrangement, which increased the maximum allowable balance by $100,000, to a total of $500,000. As of June 30 , 2018, the balance due from this arrangement was $101,326. On October 19, 2017, the Company entered into an agreement with a third party to sell the rights, with recourse, to accounts receiveable amounts due from our customers to Parscale Digital. Under the terms of the agreement, the Company may receive advances in amounts up to $500,000, based on the amounts we invoice our customers, for a period of one year. Because the Company maintains the collectability risk of all outstanding balances, we record the amounts due from customers as a secured borrowing arrangement, with the customer balances at fair value in accounts receivable, including an allowance for any balances at risk of collectability, and the amount due to the third party as a liability. On April 12, 2018, the Company amended the secured borrowing arrangement, which increased the maximum allowable balance by $250,000, to a total of $750,000. As of June 30 , 2018, the balance due from this arrangement was $382,847. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include revenue recognition, the allowance for doubtful accounts, long-lived assets, intangible assets, business combinations, the deferred tax valuation allowance, and the fair value of stock options and warrants. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of June 30, 2018, the Company held cash and cash equivalents in the amount of $743,764, which was held in the operating bank accounts. Of this amount, $709,668 was held in the CloudCommerce bank account. Since this amount exceeds the FDIC insured limit of $250,000, the balance at risk was $459,668. |
Revenue Recognition | Revenue Recognition The Company recognizes income when the service is provided or when product is delivered. We present revenue, net of customer incentives. Most of the income is generated from professional services and site development fees. We provide online marketing services that we purchase from third parties. The gross revenue presented in our statement of operations includes digital advertising revenue. We also offer professional services such as development services. The fees for development services with multiple deliverables constitute a separate unit of accounting in accordance with ASC 605-25, which are recognized as the work is performed. Upfront fees for development services or other customer services are deferred until certain implementation or contractual milestones have been achieved. If we have performed work for our clients, but have not invoiced clients for that work, then we record the value of the work in either deferred revenue, as a negative liability balance, or as an asset in costs in excess of billings. The terms of services contracts generally are for periods of less than one year. The deferred revenue and customer deposits as of June 30, 2018 and December 31, 2017 was $710,893 and $620,504, respectively. We always strive to satisfy our customers by providing superior quality and service. Since we typically bill based on a Time and Materials basis, there are no returns for work delivered. When discrepancies or disagreements arise, we do our best to reconcile those by assessing the situation on a case-by-case basis and determining if any discounts can be given. Historically, no significant discounts have been granted. Included in revenue are costs that are reimbursed by our clients, including third party services, such as photographers and stylists, furniture, supplies, and the largest component, digital advertising. We have determined, based on our review, that the amounts classified as reimbursable costs should be recorded as gross, due to the following factors: · The Company is the primary obligor in the arrangement; · We have latitude in establishing price; · We have discretion in supplier selection; and · The Company has credit risk. During the six months ended June 30, 2018 and 2017, we included $1,813,527 and zero, respectively, in revenue, related to reimbursable costs. The Company records revenue into the following five categories: · Data Sciences – Includes polling, research, modeling, data fees, consulting and reporting. · Design – Includes branding, photography, copyrighting, printing, signs and interior design. · Development – Includes website coding. · Digital Advertising – Includes ad spend, SEO management and digital ad support. · Other – Includes domain name management, account management, email marketing, web hosting, email hosting, client training, reimbursed expenses and partner commissions. For the six months ended June 30, 2018 and 2017, revenue was disaggregated into the five categories as follows: Six months ended June 30, 2018 Six months ended June 30, 2017 Third Parties Related Parties Total Third Parties Related Parties Total Data Sciences $ 226,100 $ 20,000 $ 246,100 $ — $ — $ — Design 948,012 154,731 1,102,743 — — — Development 780,941 111,879 892,820 1,128,658 — 1,128,658 Digital Advertising 1,013,738 1,544,015 2,557,753 — — — Other 477,251 197,692 674,943 81,267 — 81,267 Total $ 3,446,042 $ 2,028,317 $ 5,474,359 $ 1,209,925 $ — $ 1,209,925 |
Research and Development | Research and Development Research and development costs are expensed as incurred. Total research and development costs were zero for the six months ended June 30, 2018 and 2017. |
Advertising Costs | Advertising Costs The Company expenses the cost of advertising and promotional materials when incurred. Total advertising costs were $30,449 and $3,316 for the six months ended June 30 , 2018 and 2017 |
Fair Value of Financial Instruments | Fair value of financial instruments The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities are carried at cost, which approximates their fair value, due to the relatively short maturity of these instruments. As of June 30, 2018 and December 31, 2017, the Company’s notes payable have stated borrowing rates that are consistent with those currently available to the Company and, accordingly, the Company believes the carrying value of these debt instruments approximates their fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. As of June 30 , 2018 and December 31, 2017, the Company had no assets or liabilities that are required to be valued on a recurring basis. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, and are depreciated or amortized using the straight-line method over the following estimated useful lives: Furniture, fixtures & equipment 7 Years Computer equipment 5 Years Commerce server 5 Years Computer software 3 - 5 Years Leasehold improvements Length of the lease Depreciation expenses were $20,832 and $13,075 for the six months ended June 30 , 2018 and 2017 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of a long-lived asset, management evaluates whether the estimated future undiscounted net cash flows from the asset are less than its carrying amount. If impairment is indicated, the long-lived asset would be written down to fair value. Fair value is determined by an evaluation of available price information at which assets could be bought or sold, including quoted market prices, if available, or the present value of the estimated future cash flows based on reasonable and supportable assumptions. |
Indefinite Lived Intangibles and Goodwill Assets | Indefinite Lived Intangibles and Goodwill Assets The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer lists, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, the Company performed a qualitative assessment of indefinite lived intangibles and goodwill at December 31, 2017, and determined there was impairment of indefinite lived intangibles and goodwill from our Indaba acquisition. Accordingly, all intangible assets and goodwill related to the Indaba acquisition has been written off, amounting to $1,239,796. |
Business Combinations | Business Combinations The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair value, at the acquisition date, of assets received, liabilities incurred or assumed, and equity instruments issued by the Company in exchange for control of the acquiree. Any costs directly attributable to the business combination are expensed in the period incurred. The acquiree’s identifiable assets and liabilities are recognized at their fair values at the acquisition date. Goodwill arising on acquisition is recognized as an asset and initially measured at cost, being the excess of the cost of the business combination over the Company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognized. |
Concentrations of Business and Credit Risk | Concentrations of Business and Credit Risk The Company operates in a single industry segment. The Company markets its services to companies and individuals in many industries and geographic locations. The Company’s operations are subject to rapid technological advancement and intense competition. Accounts receivable represent financial instruments with potential credit risk. The Company typically offers its customers credit terms. The Company makes periodic evaluations of the credit worthiness of its enterprise customers and other than obtaining deposits pursuant to its policies, it generally does not require collateral. In the event of nonpayment, the Company has the ability to terminate services. As of June 30, 2018, the Company held cash and cash equivalents in the amount of $743,764, which was held in the operating bank accounts. Of this amount, $709,668 was held in the CloudCommerce bank account. Since this amount exceeds the FDIC insured limit of $250,000, the balance at risk was $459,668. |
Stock-Based Compensation | Stock-Based Compensation The Company addressed the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for either equity instruments of the enterprise or liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. The transactions are accounted for using a fair-value-based method and recognized as expenses in our statement of operations. Stock-based compensation expense recognized during the period is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. Stock-based compensation expense recognized in the consolidated statement of operations during the six months ended June 30, 2018, included compensation expense for the stock-based payment awards granted prior to, but not yet vested, as of June 30, 2018 based on the grant date fair value estimated. Stock-based compensation expense recognized in the statement of operations for the six months ended June 30, 2018 is based on awards ultimately expected to vest, or has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The stock-based compensation expense recognized in the consolidated statements of operations during the six months ended June 30, 2018, and 2017 were $285,976 and $248,937, respectively. |
Basic and Diluted Net Income (Loss) Per Share Calculations | Basic and Diluted Net Income (Loss) per Share Calculations Income (Loss) per Share dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The shares for employee options, warrants and convertible notes were used in the calculation of the income per share. For the six months ended June 30, 2018, the Company has excluded 154,800,000 shares of common stock underlying options, 10,000 Series A Preferred shares convertible into 100,000,000 shares of common stock, 18,025 Series B Preferred shares convertible into 450,625,000 shares of common stock, 14,425 Series C Preferred shares convertible into 144,250,000 shares of common stock, 90,000 Series D Preferred shares convertible into 225,000,000 shares of common stock, 10,000 Series E Preferred shares convertible into 20,000,000 shares of common stock and 39,158,500 shares of common stock underlying $277,801 in convertible notes, because their impact on the loss per share is anti-dilutive. For the six months ended June 30, 2017, the Company has excluded 123,000,000 shares of common stock underlying options, 10,000 Series A Preferred shares convertible into 100,000,000 shares of common stock, 18,025 Series B Preferred shares convertible into 450,625,000 shares of common stock, and 23,421,500 shares of common stock underlying $93,686 in convertible notes, because their impact on the loss per share is anti-dilutive. Dilutive per share amounts are computed using the weighted-average number of common shares outstanding and potentially dilutive securities, using the treasury stock method if their effect would be dilutive. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Management reviewed accounting pronouncements issued during the six months ended June 30 , 2018, and the following pronouncements were adopted during the period. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers ASU 2014-09 supersedes existing guidance on revenue recognition with a five-step model for recognizing and measuring revenue from contracts with customers. The objective of the new standard is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance also requires a number of disclosures regarding the nature, amount, timing, and uncertainty of revenue and the related cash flows. The guidance can be applied retrospectively to each prior reporting period presented (full retrospective method) or retrospectively with a cumulative effect adjustment to retained earnings for initial application of the guidance at the date of initial adoption (modified retrospective method). The Company adopted the new standard effective January 1, 2018 using the modified retrospective method applied to those contracts that were not completed or substantially completed as of January 1, 2018. The timing and measurement of revenue recognition under the new standard is not materially different than under the old standard. The adoption of the new standard did not have an impact on the Company’s consolidated financial statements. In January 2017, the FASB issued 2017-04, Intangibles - Goodwill and Other |
Income Taxes | Income Taxes The Company uses the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. The measurement of deferred tax assets and liabilities is based on provisions of applicable tax law. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the amount of tax benefits that, based on available evidence, is not expected to be realized. |
Summary Of Significant Accoun23
Summary Of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Summary Of Significant Accounting Policies | |
Schedule of Five Categories of Revenue | For the six months ended June 30, 2018 and 2017, revenue was disaggregated into the five categories as follows: Six months ended June 30, 2018 Six months ended June 30, 2017 Third Parties Related Parties Total Third Parties Related Parties Total Data Sciences $ 226,100 $ 20,000 $ 246,100 $ — $ — $ — Design 948,012 154,731 1,102,743 — — — Development 780,941 111,879 892,820 1,128,658 — 1,128,658 Digital Advertising 1,013,738 1,544,015 2,557,753 — — — Other 477,251 197,692 674,943 81,267 — 81,267 Total $ 3,446,042 $ 2,028,317 $ 5,474,359 $ 1,209,925 $ — $ 1,209,925 |
Schedule of Property and Equipment | Property and equipment are stated at cost, and are depreciated or amortized using the straight-line method over the following estimated useful lives: Furniture, fixtures & equipment 7 Years Computer equipment 5 Years Commerce server 5 Years Computer software 3 - 5 Years Leasehold improvements Length of the lease |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Schedule of Unaudited Pro Forma Results of Acquisition of Parscale Creative | The following tables set forth the unaudited pro forma results of the Company as if the acquisitions of Parscale Creative and WebTegrity had taken place on the first day of the period presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies been combined as of the first day of the period presented. Six months ended, June 30, 2018 Six months ended, June 30, 2017 Total revenues $ 5,474,359 $ 4,427,416 Net income (loss) (1,152,343 ) 255,460 Basic and diluted net earnings per common share $ (0.01 ) $ 0.00 |
Parscale Creative, Inc. [Member] | |
Schedule of Estimated Fair Value of the Consideration Transferred | The acquisition date estimated fair value of the consideration transferred and purchase price allocation consisted of the following: Cash $ 200,000 Customer deposits and accrued expenses (535,000 ) Net tangible liabilities $ (335,000 ) Non-compete agreements $ 280,000 Brand name 1,930,000 Customer list 2,090,000 Goodwill 4,720,000 Deferred tax liability (1,075,000 ) Total purchase price $ 7,945,000 Issuance of series D convertible preferred stock $ 7,610,000 Net tangible liabilities 335,000 Total purchase price $ 7,945,000 |
WebTegrity, LLC [Member] | |
Schedule of Estimated Fair Value of the Consideration Transferred | The acquisition date estimated fair value of the consideration transferred and purchase price allocation consisted of the following: Current assets $ 78,000 Fixed assets 30,000 Liabilities (48,000 ) Net assets 60,000 Brand name 130,000 Customer list 280,000 Goodwill 530,000 Deferred tax liability (100,000 ) Total purchase price $ 900,000 Issuance of Series E Convertible Preferred Stock $ 900,000 |
Parscale Media, LLC [Member] | |
Schedule of Estimated Fair Value of the Consideration Transferred | Current assets $ — Brand name 100,000 Customer list 400,000 Goodwill 625,000 Deferred tax liability (125,000 ) Total purchase price $ 1,000,000 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Intangible Assets Tables Abstract | |
Schedule of Acquired Intangible Assets | The Company’s intangible assets consist of the following: June 30, 2018 December 31, 2017 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer list 2,770,000 (843,346 ) 1,926,654 2,370,000 (403,003 ) 1,966,997 Non-compete agreement 280,000 (85,556 ) 194,444 280,000 (38,889 ) 241,111 Domain name and trademark 30,201 (1,896 ) 28,305 30,201 (1,552 ) 28,649 Brand name 2,160,000 — 2,160,000 2,060,000 — 2,060,000 Goodwill 5,875,000 — 5,875,000 5,250,000 — 5,250,000 Total 11,115,201 (930,798 ) 10,184,403 9,990,201 (443,444 ) 9,546,757 |
Schedule of Amortization of Finite Life Intangible Assets | The following table of remaining amortization of finite life intangible assets, for the years ended December 31, includes the intangible assets acquired, in addition to the CloudCommerce trademark: 2018 $ 488,253 2019 976,506 2020 646,953 2021 11,801 2022 and thereafter 5,690 Total $ 2,129,203 |
Stock Options And Warrants (Tab
Stock Options And Warrants (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Stock Options And Warrants Tables | |
Summary of Fair Value Assumptions of Options | The fair value of options granted during the six months ended June 30, 2018 and year ended December 31, 2017, were determined using the Black Scholes method with the following assumptions: Six months ended Year ended June 30, 2018 December 31, 2017 Risk free interest rate 5.00 % 5.00 % Stock volatility factor 397 % 397 % Weighted average expected option life 5 years 5 years Expected dividend yield none none |
Summary of Stock Option Activity | A summary of the Company’s stock option activity and related information follows: Six Months ended June 30, 2018 Six Months ended June 30, 2017 Weighted average Weighted average Options exercise price Options exercise price Outstanding -beginning of period 134,800,000 $ 0.013 123,000,000 $ 0.013 Granted 20,000,000 $ 0.040 — $ — Exercised — $ — — $ — Forfeited — $ — — $ — Outstanding - end of period 154,800,000 $ 0.017 123,000,000 $ 0.013 Exercisable at the end of the period 125,738,995 $ 0.013 94,095,890 $ 0.012 Weighted average fair value of options granted during the year $ 800,000 $ — |
Summary of Weighted Average Remaining Contractual Life of Options Outstanding | The weighted average remaining contractual life of options outstanding, as of June 30, 2018 was as follows: Number of Weighted Average Exercise options remaining contractual prices outstanding life (years) $ 0.05 1,800,000 4.22 $ 0.04 20,000,000 4.52 $ 0.02 35,000,000 4.16 $ 0.01 60,000,000 3.6 $ 0.01 15,000,000 3.72 $ 0.01 10,000,000 4.09 $ 0.005 12,500,000 1.12 $ 0.004 500,000 3.29 154,800,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Commitments And Contingencies | |
Schedule of Future Minimum Rental Payments for Operating lease | The following is a schedule, by years, of future minimum lease payments required under the operating leases. Years Ending December 31, Amount 2018 $ 117,667 2019 204,334 2020 160,584 2021 125,984 2022 68,600 |
Schedule of Net Book Value of Capital Lease | The following is a schedule of the net book value of the capital lease. Assets June 30, 2018 December 31, 2017 Leased equipment under capital lease, $ 100,097 $ 100,097 less accumulated amortization (22,761 ) (13,023 ) Net $ 77,336 $ 87,075 Liabilities June 30, 2018 December 31, 2017 Obligations under capital lease (current) $ 32,382 $ 32,382 Obligations under capital lease (noncurrent) 37,804 54,693 Total $ 71,086 $ 87,075 |
Schedule of Future Minimum Lease Payments for Capital Lease | The following is a schedule, by years, of future minimum lease payments required under the capital lease. Years ended December 31, Lease Payments Imputed Interest Present Value of Payments 2018 $ 18,000 $ (1,607 ) $ 16,393 2019 36,000 (1,962 ) 34,038 2020 21,000 (345 ) 20,655 2021 — — — 2022 — — — $ 75,000 $ (3,914 ) $ 71,086 |
Summary Of Significant Accoun28
Summary Of Significant Accounting Policies (Schedule Of Five Categories Of Revenue) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Third parties | $ 2,050,766 | $ 723,817 | $ 3,446,042 | $ 1,209,925 |
Related parties | 546,884 | 2,028,317 | ||
Total | $ 2,597,650 | $ 723,817 | 5,474,359 | 1,209,925 |
Data Sciences [Member | ||||
Third parties | 226,100 | |||
Related parties | 20,000 | |||
Total | 246,100 | |||
Design [Member | ||||
Third parties | 948,012 | |||
Related parties | 154,731 | |||
Total | 1,102,743 | |||
Development [Member | ||||
Third parties | 780,941 | 1,128,658 | ||
Related parties | 111,879 | |||
Total | 892,820 | 1,128,658 | ||
Digital Advertising [Member | ||||
Third parties | 1,013,738 | |||
Related parties | 1,544,015 | |||
Total | 2,557,753 | |||
Other [Member | ||||
Third parties | 477,251 | 81,267 | ||
Related parties | 197,692 | |||
Total | $ 674,943 | $ 81,267 |
Summary Of Significant Accoun29
Summary Of Significant Accounting Policies (Schedule Of Property And Equipment) (Details) | 6 Months Ended |
Jun. 30, 2018 | |
Furniture, Fixtures & Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives in years | 7 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives in years | 5 years |
Commerce Server [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives in years | 5 years |
Computer Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives in years | 3 years |
Computer Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives in years | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives description | Length of the lease |
Business Acquisitions (Schedule
Business Acquisitions (Schedule Of Estimated Fair Value Of The Consideration Transferred) (Details) - USD ($) | Feb. 01, 2018 | Nov. 15, 2017 | Aug. 01, 2017 |
Parscale Creative, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 200,000 | ||
Customer deposits and accrued expenses | 535,000 | ||
Net tangible liabilities | (335,000) | ||
Non-compete agreements | 280,000 | ||
Brand name | 1,930,000 | ||
Customer list | 2,090,000 | ||
Goodwill | 4,720,000 | ||
Deferred tax liability | 1,075,000 | ||
Total purchase price | 7,945,000 | ||
Issuance of Convertible Preferred Stock | 7,610,000 | ||
Net tangible liabilities | 335,000 | ||
Total purchase price | $ 7,945,000 | ||
WebTegrity, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Current assets | $ 78,000 | ||
Fixed assets | 30,000 | ||
Liabilities | 48,000 | ||
Net assets | 60,000 | ||
Brand name | 130,000 | ||
Customer list | 280,000 | ||
Goodwill | 530,000 | ||
Deferred tax liability | 100,000 | ||
Total purchase price | 900,000 | ||
Issuance of Convertible Preferred Stock | 900,000 | ||
Total purchase price | $ 900,000 | ||
Parscale Media, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Current assets | |||
Brand name | 100,000 | ||
Customer list | 400,000 | ||
Goodwill | 625,000 | ||
Deferred tax liability | 125,000 | ||
Total purchase price | $ 1,000,000 |
Business Acquisitions (Schedu31
Business Acquisitions (Schedule Of Unaudited Pro Forma Results Of Acquisition Of Parscale Creative) (Details) - Parscale Creative And WebTegrity [Member] - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Total revenues | $ 5,474,359 | $ 4,427,416 |
Net income (loss) | $ (1,152,343) | $ 255,460 |
Basic and diluted net earnings per common share | $ (0.01) | $ 0 |
Intangible Assets (Schedule Of
Intangible Assets (Schedule Of Acquired Intangible Assets) (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | $ 11,115,201 | $ 9,990,201 |
Intangible assets, Accumulated Amortization | 930,798 | 443,444 |
Intangible assets, Net | 10,184,403 | 9,546,757 |
Customer List [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | 2,770,000 | 2,370,000 |
Intangible assets, Accumulated Amortization | 843,346 | 403,003 |
Intangible assets, Net | 1,926,654 | 1,966,997 |
Non-Compete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | 280,000 | 280,000 |
Intangible assets, Accumulated Amortization | 85,556 | 38,889 |
Intangible assets, Net | 194,444 | 241,111 |
Domain Name And Trademark [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | 30,201 | 30,201 |
Intangible assets, Accumulated Amortization | 1,896 | 1,552 |
Intangible assets, Net | 28,305 | 28,649 |
Brand Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | 2,160,000 | 2,060,000 |
Intangible assets, Accumulated Amortization | ||
Intangible assets, Net | 2,160,000 | 2,060,000 |
Goodwill [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | 5,875,000 | 5,250,000 |
Intangible assets, Accumulated Amortization | ||
Intangible assets, Net | $ 5,875,000 | $ 5,250,000 |
Intangible Assets (Schedule O33
Intangible Assets (Schedule Of Amortization Of Finite Life Intangible Assets) (Details) - Intangible Assets [Member] | Jun. 30, 2018USD ($) |
For the years ended December 31: | |
2,018 | $ 488,253 |
2,019 | 976,506 |
2,020 | 646,953 |
2,021 | 11,801 |
2022 and thereafter | 5,690 |
Total | $ 2,129,203 |
Stock Options And Warrants (Sch
Stock Options And Warrants (Schedule Of Fair Value Assumptions Of Options) (Details) - Stock Option [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Fair Value Assumptions Of Options - Black Scholes Model | ||
Risk free interest rate | 5.00% | 5.00% |
Stock volatility factor | 397.00% | 397.00% |
Weighted average expected option life | 5 years | 5 years |
Expected dividend yield | none | none |
Stock Options And Warrants (Sum
Stock Options And Warrants (Summary Of Stock Option Activity) (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Options | ||
Outstanding -beginning of period | 134,800,000 | 123,000,000 |
Granted | 20,000,000 | |
Exercised | ||
Forfeited | ||
Outstanding - end of period | 154,800,000 | 123,000,000 |
Exercisable at the end of the period | 125,738,995 | 94,095,890 |
Weighted average exercise price | ||
Outstanding -beginning of period | $ 0.013 | $ 0.013 |
Granted | 0.040 | |
Exercised | ||
Forfeited | ||
Outstanding - end of period | 0.017 | 0.013 |
Excercisable at the end of the period | 0.013 | 0.012 |
Weighted average fair value of options granted during the year | $ 800,000 |
Stock Options And Warrants (S36
Stock Options And Warrants (Summary Of Weighted Average Remainining Contractual Life Of Options) (Details) - $ / shares | 6 Months Ended | |||
Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding | 154,800,000 | 134,800,000 | 123,000,000 | 123,000,000 |
Stock Options [Member] | Exercise Price 0.050 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Excerise prices | $ 0.050 | |||
Number of options outstanding | 1,800,000 | |||
Weighted Average remaining contractual life (years) | 4 years 2 months 19 days | |||
Stock Options [Member] | Exercise Price 0.040 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Excerise prices | $ 0.040 | |||
Number of options outstanding | 20,000,000 | |||
Weighted Average remaining contractual life (years) | 4 years 6 months 7 days | |||
Stock Options [Member] | Exercise Price 0.015 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Excerise prices | $ 0.015 | |||
Number of options outstanding | 35,000,000 | |||
Weighted Average remaining contractual life (years) | 4 years 1 month 28 days | |||
Stock Options [Member] | Exercise Price 0.013 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Excerise prices | $ 0.013 | |||
Number of options outstanding | 60,000,000 | |||
Weighted Average remaining contractual life (years) | 3 years 7 months 6 days | |||
Stock Options [Member] | Exercise Price 0.013 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Excerise prices | $ 0.013 | |||
Number of options outstanding | 15,000,000 | |||
Weighted Average remaining contractual life (years) | 3 years 8 months 19 days | |||
Stock Options [Member] | Exercise Price 0.010 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Excerise prices | $ 0.010 | |||
Number of options outstanding | 10,000,000 | |||
Weighted Average remaining contractual life (years) | 4 years 1 month 2 days | |||
Stock Options [Member] | Exercise Price 0.005 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Excerise prices | $ 0.005 | |||
Number of options outstanding | 12,500,000 | |||
Weighted Average remaining contractual life (years) | 1 year 1 month 13 days | |||
Stock Options [Member] | Exercise Price 0.004 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Excerise prices | $ 0.004 | |||
Number of options outstanding | 500,000 | |||
Weighted Average remaining contractual life (years) | 3 years 3 months 14 days |
Commitments and Contingencies37
Commitments and Contingencies (Schedule Of Future Minimum Rental Payments For Operating Lease) (Details) - Lease Payments [Member] | Jun. 30, 2018USD ($) |
Years Ending December 31, | |
2,018 | $ 117,667 |
2,019 | 204,334 |
2,020 | 160,584 |
2,021 | 125,984 |
2,022 | $ 68,600 |
Commitments and Contingencies38
Commitments and Contingencies (Schedule Of Net Book Value Of Capital Lease) (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Assets | ||
Leased equipment under capital lease, | $ 100,097 | $ 100,097 |
less accumulated amortization | 22,761 | 13,023 |
Net | 77,336 | 87,075 |
Liabilities | ||
Obligations under capital lease (current) | 32,382 | 32,382 |
Obligations under capital lease (noncurrent) | 37,804 | 54,693 |
Total | $ 71,086 | $ 87,075 |
Commitments and Contingencies39
Commitments and Contingencies (Schedule Of Future Minimum Lease Payments For Capital Lease) (Details) | Jun. 30, 2018USD ($) |
Imputed Interest [Member] | |
Years Ending December 31, | |
2,018 | $ 1,607 |
2,019 | 1,962 |
2,020 | 345 |
2,021 | |
2,022 | |
Total | 3,914 |
Lease Payments [Member] | |
Years Ending December 31, | |
2,018 | 18,000 |
2,019 | 36,000 |
2,020 | 21,000 |
2,021 | |
2,022 | |
Total | 75,000 |
Present Value Of Payments [Member] | |
Years Ending December 31, | |
2,018 | 16,393 |
2,019 | 34,038 |
2,020 | 20,655 |
2,021 | |
2,022 | |
Total | $ 71,086 |
Summary Of Significant Accoun40
Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($) | Apr. 12, 2018 | Oct. 19, 2017 | Mar. 23, 2017 | Nov. 30, 2016 | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 |
Allowance for accounts receivable | $ 74,213 | $ 6,184 | |||||
Accounts receivable, net - related party | 148,024 | 398,410 | |||||
CloudCommerce bank account balance | 709,668 | ||||||
FDIC insured limit | 250,000 | ||||||
FDIC balance at risk | 459,668 | ||||||
Reimbursable costs included in revenue | 1,813,527 | $ 0 | |||||
Research and development costs | 0 | 0 | |||||
Advertising costs | 30,449 | 3,316 | |||||
Depreciation expenses | $ 20,832 | $ 13,075 | |||||
Stock Options [Member] | |||||||
Antidilutive securities excluded from computation of earnings per share | 154,800,000 | 123,000,000 | |||||
Series A Preferred Stock [Member] | |||||||
Antidilutive securities excluded from computation of earnings per share | 10,000 | 10,000 | |||||
Series A Preferred Stock [Member] | Common Stock | |||||||
Common shares issuable upon conversion of preferred shares | 100,000,000 | 100,000,000 | |||||
Series B Preferred Stock [Member] | |||||||
Antidilutive securities excluded from computation of earnings per share | 18,025 | 18,025 | |||||
Series B Preferred Stock [Member] | Common Stock | |||||||
Common shares issuable upon conversion of preferred shares | 450,625,000 | 450,625,000 | |||||
Series C Preferred Stock [Member] | |||||||
Antidilutive securities excluded from computation of earnings per share | 14,425 | ||||||
Series C Preferred Stock [Member] | Common Stock | |||||||
Common shares issuable upon conversion of preferred shares | 144,250,000 | ||||||
Series D Preferred Stock [Member] | |||||||
Antidilutive securities excluded from computation of earnings per share | 90,000 | ||||||
Series D Preferred Stock [Member] | Common Stock | |||||||
Common shares issuable upon conversion of preferred shares | 225,000,000 | ||||||
Series E Preferred Stock [Member] | |||||||
Antidilutive securities excluded from computation of earnings per share | 10,000 | ||||||
Series E Preferred Stock [Member] | Common Stock | |||||||
Common shares issuable upon conversion of preferred shares | 20,000,000 | ||||||
Convertible Notes [Member] | |||||||
Antidilutive securities excluded from computation of earnings per share | 39,158,500 | 23,421,500 | |||||
Convertible note outstanding value excluded from computation of earnings per share | $ 277,801 | $ 93,686 | |||||
Indaba Group, LLC [Member] | |||||||
Intangible assets and goodwill written off related to acquisition | $ 1,239,796 | ||||||
Agreement With Third Party For Accounts Receivables Due From Our Customers To Indaba [Member] | Accounts Receivable [Member] | |||||||
Terms of agreement with third party related to accounts receivable | On March 23, 2017, the Company amended the secured borrowing arrangement, which increased the maximum allowable balance by $100,000, to a total of $500,000. | On November 30, 2016, the Company entered into an agreement with a third party to sell the rights, with recourse, to accounts receivable amounts due from our customers to Indaba. Under the terms of the agreement, the Company may receive advances in amounts up to $400,000, based on the amounts we invoice our customers, for a period of one year. Because the Company maintains the collectability risk of all outstanding balances, we record the amounts due from customers as a secured borrowing arrangement, with the customer balances at fair value in accounts receivable, including an allowance for any balances at risk of collectability, and the amount due to the third party as a liability. | |||||
Accounts receivable, net - related party | 101,326 | ||||||
Agreement With Third Party For Accounts Receivables Due From Our Customers To Parscale Digital [Member] | Accounts Receivable [Member] | |||||||
Terms of agreement with third party related to accounts receivable | On April 12, 2018, the Company amended the secured borrowing arrangement, which increased the maximum allowable balance by $250,000, to a total of $750,000. | On October 19, 2017, the Company entered into an agreement with a third party to sell the rights, with recourse, to accounts receiveable amounts due from our customers to Parscale Digital. Under the terms of the agreement, the Company may receive advances in amounts up to $500,000, based on the amounts we invoice our customers, for a period of one year. Because the Company maintains the collectability risk of all outstanding balances, we record the amounts due from customers as a secured borrowing arrangement, with the customer balances at fair value in accounts receivable, including an allowance for any balances at risk of collectability, and the amount due to the third party as a liability. | |||||
Accounts receivable, net - related party | $ 382,847 |
Business Acquisitions (Narrativ
Business Acquisitions (Narrative) (Details) - USD ($) | Nov. 15, 2017 | Aug. 01, 2017 | Dec. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||
Dividend paid | $ 93,132 | $ 40,000 | |||
Parscale Creative, Inc. [Member] | |||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||
Business acquisition total purchase price | $ 7,945,000 | ||||
Assumed net liabilities in business acquisition | $ 535,000 | ||||
Parscale Digital, Inc. [Member] | |||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||
Contingent consideration description related to dividend payments | Based on 5% of adjusted revenue of Parscale Digital. Adjusted revenue is defined as total revenue, minus digital marketing media buys. Based on the growth of the Parscale Digital, the actual amount of the dividend payments is estimated to be in the range of $850,000 and $1,300,000, over 36 months, if we achieve 0.5% to 3% monthly adjusted revenue growth. | ||||
Business acquisition ownership percentage owned by Mr.Brad Parscale | 100.00% | ||||
Assumed net liabilities in business acquisition | $ 535,000 | ||||
Parscale Digital, Inc. [Member] | Series D Convertible Preferred Stock [Member] | |||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||
Business acquisition, shares issued | 90,000 | ||||
Preferred stock liquidation price per share | $ 100 | ||||
Dividend paid | $ 106,260 | $ 53,132 | |||
WebTegrity, LLC [Member] | |||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||
Business acquisition total purchase price | $ 900,000 | ||||
WebTegrity, LLC [Member] | Series E Convertible Preferred Stock [Member] | |||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||
Business acquisition, shares issued | 10,000 | ||||
Preferred stock liquidation price per share | $ 100 | ||||
Parscale Media, LLC [Member] | Mr.Brad Parscale, Director Of The Company [Member] | |||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||
Agreed amount to pay under purchase agreement | $ 1,000,000 |
Intangible Assets (Narrative) (
Intangible Assets (Narrative) (Details) - USD ($) | Feb. 01, 2018 | Nov. 15, 2017 | Aug. 01, 2017 | Oct. 01, 2015 | Sep. 30, 2015 | Sep. 22, 2015 | Jun. 26, 2015 | Aug. 01, 2017 | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 |
Finite lived intangible assets, gross | $ 11,115,201 | $ 9,990,201 | |||||||||
Amortization expenses for finite lived intangible assets | 487,354 | $ 125,127 | |||||||||
Finite lived intangible assets, net | 10,184,403 | 9,546,757 | |||||||||
Trademark Rights - CLOUDCOMMERCE [Member] | |||||||||||
Finite lived intangible asset purchase price | $ 10,000 | ||||||||||
Finite lived intangible asset renewal terms | The trademark expires in 2020 and may be renewed for an additional 10 years. | ||||||||||
Finite lived intangible asset useful life | 174 months | ||||||||||
Amortization expenses for finite lived intangible assets | 345 | 345 | |||||||||
Non-Compete Agreements [Member] | Indaba Group, LLC [Member] | |||||||||||
Finite lived intangible assets, gross | $ 201,014 | ||||||||||
Finite lived intangible asset renewal terms | This amount was included in depreciation and amortization expense until September 30, 2017. | ||||||||||
Finite lived intangible asset useful life | 2 years | ||||||||||
Amortization expenses for finite lived intangible assets | 0 | $ 50,254 | |||||||||
Non-Compete Agreements Signed With Mr.Brad Parscale [Member] | Parscale Creative, Inc. [Member] | |||||||||||
Finite lived intangible assets, gross | $ 280,000 | $ 280,000 | |||||||||
Finite lived intangible asset renewal terms | Amortized over a period of 36 months. | ||||||||||
Amortization expenses for finite lived intangible assets | 46,667 | ||||||||||
Agreement period | 3 years | ||||||||||
Finite lived intangible assets, net | 194,444 | ||||||||||
Customer List [Member] | Indaba Group, LLC [Member] | |||||||||||
Finite lived intangible assets, gross | $ 447,171 | ||||||||||
Finite lived intangible asset renewal terms | This amount will be included in depreciation and amortization expense until September 30, 2018. | ||||||||||
Finite lived intangible asset useful life | 3 years | ||||||||||
Finite lived intangible assets, net | 0 | ||||||||||
Written off of remining balance | 111,793 | ||||||||||
Customer List [Member] | Parscale Creative, Inc. [Member] | |||||||||||
Finite lived intangible assets, gross | $ 2,090,000 | $ 2,090,000 | |||||||||
Finite lived intangible asset useful life | 3 years | ||||||||||
Amortization expenses for finite lived intangible assets | 339,972 | ||||||||||
Finite lived intangible assets, net | 1,381,712 | ||||||||||
Customer List [Member] | WebTegrity, LLC [Member] | |||||||||||
Finite lived intangible assets, gross | $ 280,000 | ||||||||||
Finite lived intangible asset useful life | 3 years | ||||||||||
Amortization expenses for finite lived intangible assets | 44,815 | ||||||||||
Finite lived intangible assets, net | 200,497 | ||||||||||
Customer List [Member] | Parscale Media, LLC [Member] | |||||||||||
Finite lived intangible assets, gross | $ 400,000 | ||||||||||
Finite lived intangible asset useful life | 3 years | ||||||||||
Amortization expenses for finite lived intangible assets | 55,556 | ||||||||||
Finite lived intangible assets, net | 344,444 | ||||||||||
Goodwill [Member] | |||||||||||
Finite lived intangible assets, gross | 5,875,000 | 5,250,000 | |||||||||
Finite lived intangible assets, net | $ 5,875,000 | 5,250,000 | |||||||||
Other Assets [Member] | Trademark Rights - CLOUDCOMMERCE [Member] | |||||||||||
Finite lived intangible assets, gross | $ 10,000 | ||||||||||
Other Assets [Member] | Goodwill [Member] | Indaba Group, LLC [Member] | |||||||||||
Finite lived intangible assets, gross | 1,128,003 | $ 1,128,003 | |||||||||
Written off of remining balance | $ 1,128,003 | ||||||||||
Other Assets [Member] | Goodwill [Member] | Parscale Creative, Inc. [Member] | |||||||||||
Finite lived intangible assets, gross | 4,720,000 | 4,720,000 | |||||||||
Other Assets [Member] | Goodwill [Member] | WebTegrity, LLC [Member] | |||||||||||
Finite lived intangible assets, gross | $ 530,000 | ||||||||||
Other Assets [Member] | Goodwill [Member] | Parscale Media, LLC [Member] | |||||||||||
Finite lived intangible assets, gross | $ 625,000 | ||||||||||
Domain Name - CLOUDCOMMERCE.COM [Member] | |||||||||||
Indefinite intangible asset purchase price | $ 20,000 | ||||||||||
Indefinite lived intangible assets transaction cost | 202 | ||||||||||
Domain Name - CLOUDCOMMERCE.COM [Member] | Other Assets [Member] | |||||||||||
Indefinite intangible asset value | $ 20,202 | ||||||||||
Brand Name [Member] | Other Assets [Member] | Parscale Creative, Inc. [Member] | |||||||||||
Indefinite intangible asset value | $ 1,930,000 | $ 1,930,000 | |||||||||
Brand Name [Member] | Other Assets [Member] | WebTegrity, LLC [Member] | |||||||||||
Indefinite intangible asset value | $ 130,000 | ||||||||||
Brand Name [Member] | Other Assets [Member] | Parscale Media, LLC [Member] | |||||||||||
Indefinite intangible asset value | $ 100,000 |
Credit Facilities (Narrative) (
Credit Facilities (Narrative) (Details) - USD ($) | Apr. 12, 2018 | Oct. 19, 2017 | Mar. 23, 2017 | Nov. 30, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 |
Line of Credit Facility [Line Items] | |||||||||
Interest expense | $ 59,336 | $ 33,024 | $ 102,437 | $ 63,783 | |||||
Line of credit | 484,173 | 484,173 | $ 475,468 | ||||||
Indaba [Member] | Secured Borrowing With Third Party [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of credit facility description | The agreement was amended on March 23, 2017, which increased the allowable borrowing amount by $100,000, to a maximum of $500,000. | On November 30, 2016, the Indaba entered into a 12 month agreement with a third party to sell the rights to amounts due from our customers, in exchange for a borrowing facility in amounts up to a total of $400,000. | |||||||
Line of credit facility maximum borrowing capacity | $ 500,000 | $ 400,000 | |||||||
Line of credit facility borrowing capacity description | The proceeds from the facility are determined by the amounts we invoice our customers. | ||||||||
Line of credit facility collateral terms | The principal borrowed through this facility is secured by the accounts receivable balances, in addition to the other assets of the Company. | ||||||||
Line of credit facility restriction terms | During the term of this facility, the third party lender has a first priority security interest in the Company, and therefore, we will require such third party lender’s written consent to obligate the Company further or pledge our assets against additional borrowing facilities. | ||||||||
Line of credit facility interest description | The cost of this secured borrowing facility is 0.05% of the daily balance. | ||||||||
Interest expense | 15,079 | 31,161 | |||||||
Line of credit | 101,326 | 101,326 | 296,631 | ||||||
Parscale Digital [Member] | Secured Borrowing With Third Party [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of credit facility description | Parscale Digital entered into a 12 month agreement with a third party to sell the rights to amounts due from our customers, in exchange for a borrowing facility in amounts up to a total of $500,000. | ||||||||
Line of credit facility maximum borrowing capacity | $ 750,000 | $ 500,000 | |||||||
Line of credit facility borrowing capacity description | The proceeds from the facility are determined by the amounts we invoice our customers. | ||||||||
Line of credit facility collateral terms | The principal borrowed through this facility is secured by the accounts receivable balances, in addition to the other assets of the Company. | ||||||||
Line of credit facility restriction terms | During the term of this facility, the third party lender has a first priority security interest in the Company, and therefore, we will require such third party lender’s written consent to obligate the Company further or pledge our assets against additional borrowing facilities. | ||||||||
Line of credit facility interest description | The cost of this secured borrowing facility is 0.05% of the daily balance. | ||||||||
Interest expense | 16,712 | $ 0 | |||||||
Line of credit | $ 382,847 | $ 382,847 | $ 178,837 | ||||||
Increased in line of credit facility maximum borrowing capacity | $ 250,000 |
Convertible Notes Payable (Narr
Convertible Notes Payable (Narrative) (Details) - USD ($) | Apr. 20, 2018 | Apr. 17, 2018 | Oct. 14, 2014 | May 23, 2014 | May 16, 2013 | May 01, 2013 | Apr. 16, 2013 | Mar. 25, 2013 | May 16, 2013 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||||||||||
Proceeds from issuance of notes payable | $ 1,141,000 | $ 386,000 | ||||||||||
Convertible Notes Payable [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument conversion price | $ 0.004 | |||||||||||
Convertible Promissory Note Dated March 25, 2013 - The March 2013 Note [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument conversion price | $ 0.004 | |||||||||||
Debt instrument face amount | $ 100,000 | |||||||||||
Proceeds from issuance of notes payable | $ 15,000 | $ 15,000 | $ 20,000 | $ 50,000 | $ 100,000 | |||||||
Debt instrument interest rate | 10.00% | |||||||||||
Debt instrument maturity date | Mar. 25, 2018 | |||||||||||
Debt instrument carrying amount | 75,856 | |||||||||||
Accrued interest included in carrying value of debt | 25,856 | |||||||||||
Convertible Promissory Note Dated March 25, 2013 - The March 2013 Note [Member] | Common Stock | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt conversion original debt amount | $ 16,000 | $ 17,000 | $ 17,000 | |||||||||
Accrued interest portion of debt converted | $ 8,106 | $ 2,645 | $ 1,975 | |||||||||
Debt conversion converted instrument, shares | 6,026,301 | 4,911,370 | 4,743,699 | |||||||||
Convertible Promissory Note Dated April 20, 2018 - The April 2018 Note [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument conversion price | $ 0.01 | |||||||||||
Debt instrument face amount | $ 200,000 | |||||||||||
Proceeds from issuance of notes payable | $ 200,000 | |||||||||||
Debt instrument interest rate | 5.00% | |||||||||||
Debt instrument maturity date | Apr. 20, 2021 | |||||||||||
Debt instrument carrying amount | 201,945 | |||||||||||
Accrued interest included in carrying value of debt | $ 1,945 |
Notes Payable (Narrative) (Deta
Notes Payable (Narrative) (Details) - USD ($) | Jul. 31, 2017 | May 02, 2017 | Apr. 17, 2017 | Apr. 03, 2017 | Mar. 16, 2017 | Mar. 01, 2017 | Feb. 16, 2017 | Feb. 02, 2017 | Jan. 31, 2017 | Jan. 17, 2017 | Jan. 03, 2017 | Dec. 16, 2016 | Nov. 30, 2016 | Nov. 15, 2016 | Oct. 31, 2016 | Oct. 17, 2016 | Oct. 03, 2016 | Sep. 14, 2016 | Aug. 31, 2016 | Aug. 16, 2016 | Jul. 29, 2016 | Jul. 15, 2016 | Jun. 30, 2016 | Jun. 21, 2016 | Jun. 01, 2016 | May 19, 2016 | May 17, 2016 | May 02, 2016 | Apr. 18, 2016 | Jan. 12, 2016 | Sep. 14, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | May 02, 2017 |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Proceeds from issuance of notes payable | $ 1,141,000 | $ 386,000 | ||||||||||||||||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Preferred stock face value | $ 100 | |||||||||||||||||||||||||||||||||
Ten Convertible Notes [Member] | Series C Preferred Stock [Member] | Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Debt conversion original debt amount | $ 1,485,914 | |||||||||||||||||||||||||||||||||
Debt conversion converted instrument, shares | 14,425 | |||||||||||||||||||||||||||||||||
Preferred stock face value | $ 100 | |||||||||||||||||||||||||||||||||
Debt conversion price | $ 0.01 | |||||||||||||||||||||||||||||||||
Notes Payable Dated January 12, 2016 [Member] | Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Proceeds from issuance of notes payable | $ 100,000 | |||||||||||||||||||||||||||||||||
Debt instrument interest terms | The loan was offered interest free on a short term basis. | |||||||||||||||||||||||||||||||||
Debt instrument maturity date | Feb. 12, 2016 | |||||||||||||||||||||||||||||||||
Debt instrument carrying amount inclusive of accrued interest | $ 0 | |||||||||||||||||||||||||||||||||
Notes Payable Dated January 12, 2016 [Member] | Series C Preferred Stock [Member] | Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Debt conversion original debt amount | 100,000 | |||||||||||||||||||||||||||||||||
Promissory Note Dated April 18, 2016 - The April 2016 Note [Member] | Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Proceeds from issuance of notes payable | $ 33,500 | $ 28,000 | $ 35,500 | $ 33,000 | $ 10,000 | $ 33,500 | $ 21,000 | $ 34,000 | $ 160,000 | $ 35,000 | $ 41,000 | $ 35,500 | $ 500,000 | |||||||||||||||||||||
Debt instrument carrying amount inclusive of accrued interest | 0 | |||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 500,000 | |||||||||||||||||||||||||||||||||
Debt instrument interest rate | 5.00% | |||||||||||||||||||||||||||||||||
Debt instrument maturity description | It is payable upon demand, but in no event later than 60 months from the effective date of each tranche. | |||||||||||||||||||||||||||||||||
Promissory Note Dated April 18, 2016 - The April 2016 Note [Member] | Series C Preferred Stock [Member] | Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Debt conversion original debt amount | 500,000 | |||||||||||||||||||||||||||||||||
Promissory Note Dated October 03, 2016 - The October 2016 Note [Member] | Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Proceeds from issuance of notes payable | $ 20,500 | $ 23,500 | $ 46,500 | $ 28,000 | $ 29,000 | $ 30,000 | $ 15,000 | $ 29,000 | $ 50,000 | $ 21,000 | $ 28,500 | $ 34,000 | $ 27,000 | $ 34,000 | $ 48,000 | $ 36,000 | $ 500,000 | |||||||||||||||||
Debt instrument carrying amount inclusive of accrued interest | 0 | |||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 500,000 | |||||||||||||||||||||||||||||||||
Debt instrument interest rate | 5.00% | |||||||||||||||||||||||||||||||||
Debt instrument maturity description | It is payable upon demand, but in no event later than 60 months from the effective date of each tranche. | |||||||||||||||||||||||||||||||||
Promissory Note Dated October 03, 2016 - The October 2016 Note [Member] | Series C Preferred Stock [Member] | Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Debt conversion original debt amount | $ 500,000 |
Notes Payable (Narrative) (De46
Notes Payable (Narrative) (Details1) - USD ($) | Jul. 31, 2017 | Jul. 10, 2017 | Jun. 29, 2017 | Jun. 14, 2017 | May 30, 2017 | May 16, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Debt Instrument [Line Items] | ||||||||
Proceeds from issuance of notes payable | $ 1,141,000 | $ 386,000 | ||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Convertible Promissory Note Dated May 16, 2017 - The May 16, 2017 Note [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument face amount | $ 38,000 | |||||||
Proceeds from issuance of notes payable | $ 38,000 | |||||||
Debt instrument interest rate | 5.00% | |||||||
Debt instrument description | Payable upon demand, but in no event later than 36 months from the effective date. | |||||||
Debt instrument carrying amount inclusive of accrued interest | $ 0 | |||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Convertible Promissory Note Dated May 16, 2017 - The May 16, 2017 Note [Member] | Series C Preferred Stock [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt conversion original debt amount | 38,000 | |||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Convertible Promissory Note Dated May 30, 2017 - The May 30, 2017 Note [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument face amount | $ 46,000 | |||||||
Proceeds from issuance of notes payable | $ 46,000 | |||||||
Debt instrument interest rate | 5.00% | |||||||
Debt instrument description | Payable upon demand, but in no event later than 36 months from the effective date. | |||||||
Debt instrument carrying amount inclusive of accrued interest | 0 | |||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Convertible Promissory Note Dated May 30, 2017 - The May 30, 2017 Note [Member] | Series C Preferred Stock [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt conversion original debt amount | 46,000 | |||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Convertible Promissory Note Dated June 14, 2017 - The June 14, 2017 Note [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument face amount | $ 26,000 | |||||||
Proceeds from issuance of notes payable | $ 26,000 | |||||||
Debt instrument interest rate | 5.00% | |||||||
Debt instrument description | Payable upon demand, but in no event later than 36 months from the effective date. | |||||||
Debt instrument carrying amount inclusive of accrued interest | 0 | |||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Convertible Promissory Note Dated June 14, 2017 - The June 14, 2017 Note [Member] | Series C Preferred Stock [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt conversion original debt amount | 26,000 | |||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Convertible Promissory Note Dated June 29, 2017 - The June 29, 2017 Note [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument face amount | $ 23,500 | |||||||
Proceeds from issuance of notes payable | $ 23,500 | |||||||
Debt instrument interest rate | 5.00% | |||||||
Debt instrument description | Payable upon demand, but in no event later than 36 months from the effective date. | |||||||
Debt instrument carrying amount inclusive of accrued interest | 0 | |||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Convertible Promissory Note Dated June 29, 2017 - The June 29, 2017 Note [Member] | Series C Preferred Stock [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt conversion original debt amount | 23,500 | |||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Convertible Promissory Note Dated July 10, 2017 - The July 10, 2017 Note [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument face amount | $ 105,000 | |||||||
Proceeds from issuance of notes payable | $ 105,000 | |||||||
Debt instrument interest rate | 5.00% | |||||||
Debt instrument description | Payable upon demand, but in no event later than 36 months from the effective date. | |||||||
Debt instrument carrying amount inclusive of accrued interest | 0 | |||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Convertible Promissory Note Dated July 10, 2017 - The July 10, 2017 Note [Member] | Series C Preferred Stock [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt conversion original debt amount | $ 105,000 |
Notes Payable (Narrative) (De47
Notes Payable (Narrative) (Details2) - USD ($) | Sep. 28, 2017 | Aug. 28, 2017 | Aug. 15, 2017 | Aug. 03, 2017 | Jul. 31, 2017 | Jul. 30, 2017 | Jul. 14, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Debt Instrument [Line Items] | |||||||||
Proceeds from issuance of notes payable | $ 1,141,000 | $ 386,000 | |||||||
Convertible Promissory Note Dated July 14, 2017 - The July 14, 2017 Note [Member] | Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument face amount | $ 50,500 | ||||||||
Proceeds from issuance of notes payable | $ 50,500 | ||||||||
Debt instrument interest rate | 5.00% | ||||||||
Debt instrument description | Payable upon demand, but in no event later than 36 months from the effective date. | ||||||||
Debt instrument carrying amount inclusive of accrued interest | $ 0 | ||||||||
Convertible Promissory Note Dated July 14, 2017 - The July 14, 2017 Note [Member] | Series C Preferred Stock [Member] | Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt conversion original debt amount | 50,500 | ||||||||
Convertible Promissory Note Dated July 30, 2017 - The July 30, 2017 Note [Member] | Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument face amount | $ 53,500 | ||||||||
Proceeds from issuance of notes payable | $ 53,500 | ||||||||
Debt instrument interest rate | 5.00% | ||||||||
Debt instrument description | Payable upon demand, but in no event later than 36 months from the effective date. | ||||||||
Debt instrument carrying amount inclusive of accrued interest | 0 | ||||||||
Convertible Promissory Note Dated July 30, 2017 - The July 30, 2017 Note [Member] | Series C Preferred Stock [Member] | Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt conversion original debt amount | $ 53,500 | ||||||||
Convertible Promissory Note Dated August 03, 2017 - The August 3, 2017 Note [Member] | Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument face amount | $ 25,000 | ||||||||
Proceeds from issuance of notes payable | $ 25,000 | ||||||||
Debt instrument interest rate | 5.00% | ||||||||
Debt instrument description | Payable upon demand, but in no event later than 36 months from the effective date. | ||||||||
Debt instrument carrying amount inclusive of accrued interest | 26,332 | ||||||||
Accrued interest | 1,332 | ||||||||
Convertible Promissory Note Dated August 15, 2017 - The August 15, 2017 Note [Member] | Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument face amount | $ 34,000 | ||||||||
Proceeds from issuance of notes payable | $ 34,000 | ||||||||
Debt instrument interest rate | 5.00% | ||||||||
Debt instrument description | Payable upon demand, but in no event later than 36 months from the effective date. | ||||||||
Debt instrument carrying amount inclusive of accrued interest | 35,695 | ||||||||
Accrued interest | 1,695 | ||||||||
Convertible Promissory Note Dated August 28, 2017 - The August 28, 2017 Note [Member] | Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument face amount | $ 92,000 | ||||||||
Proceeds from issuance of notes payable | $ 92,000 | ||||||||
Debt instrument interest rate | 5.00% | ||||||||
Debt instrument description | Payable upon demand, but in no event later than 36 months from the effective date. | ||||||||
Debt instrument carrying amount inclusive of accrued interest | 96,272 | ||||||||
Accrued interest | 4,272 | ||||||||
Convertible Promissory Note Dated September 28, 2017 - The September 28, 2017 Note [Member] | Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument face amount | $ 63,600 | ||||||||
Proceeds from issuance of notes payable | $ 63,600 | ||||||||
Debt instrument interest rate | 5.00% | ||||||||
Debt instrument description | Payable upon demand, but in no event later than 36 months from the effective date. | ||||||||
Debt instrument carrying amount inclusive of accrued interest | 66,013 | ||||||||
Accrued interest | $ 2,413 |
Notes Payable (Narrative) (De48
Notes Payable (Narrative) (Details3) - USD ($) | Feb. 02, 2018 | Jan. 30, 2018 | Jan. 03, 2018 | Dec. 19, 2017 | Nov. 30, 2017 | Nov. 27, 2017 | Nov. 15, 2017 | Oct. 27, 2017 | Oct. 11, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Debt Instrument [Line Items] | |||||||||||
Proceeds from issuance of notes payable | $ 1,141,000 | $ 386,000 | |||||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Convertible Promissory Note Dated October 11, 2017 - The October 11, 2017 Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument face amount | $ 103,500 | ||||||||||
Proceeds from issuance of notes payable | $ 103,500 | ||||||||||
Debt instrument interest rate | 5.00% | ||||||||||
Debt instrument description | Payable upon demand, but in no event later than 36 months from the effective date. | ||||||||||
Debt instrument carrying amount inclusive of accrued interest | 107,215 | ||||||||||
Accrued interest | 3,715 | ||||||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Convertible Promissory Note Dated October 27, 2017 - The October 27, 2017 Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument face amount | $ 106,000 | ||||||||||
Proceeds from issuance of notes payable | $ 106,000 | ||||||||||
Debt instrument interest rate | 5.00% | ||||||||||
Debt instrument description | Payable upon demand, but in no event later than 36 months from the effective date. | ||||||||||
Debt instrument carrying amount inclusive of accrued interest | 109,572 | ||||||||||
Accrued interest | 3,572 | ||||||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Convertible Promissory Note Dated November 15, 2017 - The November 15, 2017 Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument face amount | $ 62,000 | ||||||||||
Proceeds from issuance of notes payable | $ 62,000 | ||||||||||
Debt instrument interest rate | 5.00% | ||||||||||
Debt instrument description | Payable upon demand, but in no event later than 36 months from the effective date. | ||||||||||
Debt instrument carrying amount inclusive of accrued interest | 63,928 | ||||||||||
Accrued interest | 1,928 | ||||||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Convertible Promissory Note Dated November 27, 2017 - The November 27, 2017 Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument face amount | $ 106,000 | ||||||||||
Proceeds from issuance of notes payable | $ 106,000 | ||||||||||
Debt instrument interest rate | 5.00% | ||||||||||
Debt instrument description | Payable upon demand, but in no event later than 36 months from the effective date. | ||||||||||
Debt instrument carrying amount inclusive of accrued interest | 109,122 | ||||||||||
Accrued interest | 3,122 | ||||||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Convertible Promissory Note Dated November 30, 2017 - The November 30, 2017 Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument face amount | $ 30,000 | ||||||||||
Proceeds from issuance of notes payable | $ 30,000 | ||||||||||
Debt instrument interest rate | 5.00% | ||||||||||
Debt instrument description | Payable upon demand, but in no event later than 36 months from the effective date. | ||||||||||
Debt instrument carrying amount inclusive of accrued interest | 30,871 | ||||||||||
Accrued interest | 871 | ||||||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Convertible Promissory Note Dated December 19, 2017 - The December 19, 2017 Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument face amount | $ 42,000 | ||||||||||
Proceeds from issuance of notes payable | $ 42,000 | ||||||||||
Debt instrument interest rate | 5.00% | ||||||||||
Debt instrument description | Payable upon demand, but in no event later than 36 months from the effective date. | ||||||||||
Debt instrument carrying amount inclusive of accrued interest | 43,110 | ||||||||||
Accrued interest | 1,110 | ||||||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Convertible Promissory Note Dated January 03, 2018 - The January 3, 2018 Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument face amount | $ 49,000 | ||||||||||
Proceeds from issuance of notes payable | $ 49,000 | ||||||||||
Debt instrument interest rate | 5.00% | ||||||||||
Debt instrument description | Payable upon demand, but in no event later than 36 months from the effective date. | ||||||||||
Debt instrument carrying amount inclusive of accrued interest | 50,195 | ||||||||||
Accrued interest | 1,195 | ||||||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Convertible Promissory Note Dated January 30, 2018 - The January 30, 2018 Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument face amount | $ 72,000 | ||||||||||
Proceeds from issuance of notes payable | $ 72,000 | ||||||||||
Debt instrument interest rate | 5.00% | ||||||||||
Debt instrument description | Payable upon demand, but in no event later than 36 months from the effective date. | ||||||||||
Debt instrument carrying amount inclusive of accrued interest | 73,489 | ||||||||||
Accrued interest | 1,489 | ||||||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Convertible Promissory Note Dated February 2, 2018 - The February 2, 2018 Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument face amount | $ 85,000 | ||||||||||
Proceeds from issuance of notes payable | $ 85,000 | ||||||||||
Debt instrument interest rate | 5.00% | ||||||||||
Debt instrument description | Payable upon demand, but in no event later than 36 months from the effective date. | ||||||||||
Debt instrument carrying amount inclusive of accrued interest | 86,723 | ||||||||||
Accrued interest | $ 1,723 |
Capital Stock (Narrative) (Deta
Capital Stock (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2018$ / shares | |
Series A Preferred Stock [Member] | |
Preferred stock conversion terms | Each share of Series A Preferred stock is convertible into 10,000 shares of the Companys common stock. |
Preferred stock dividend terms | The holders of outstanding shares of Series A Preferred Stock shall be entitled to receive dividends, payable quarterly, out of any assets of the Corporation legally available therefor, at the rate of $8 per share per annum, payable in preference and priority to any payment of any dividend on the common stock. |
Series B Preferred Stock [Member] | |
Preferred stock conversion terms | The Series B Preferred Stock is convertible into shares of fully paid and non-assessable shares of the Company's common stock by dividing the Stated Value by a conversion price of $0.004 per share. |
Preferred stock stated or face value per share | $ 100 |
Preferred stock voting rights | Series B Preferred Stock shall not be entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company. |
Series C Preferred Stock [Member] | |
Preferred stock conversion terms | The Series C Preferred Stock is convertible into shares of fully paid and non-assessable shares of the Company's common stock by dividing the stated value by a conversion price of $0.01 per share. |
Preferred stock stated or face value per share | $ 100 |
Preferred stock voting rights | Series C Preferred Stock shall not be entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company. |
Series D Preferred Stock [Member] | |
Preferred stock conversion terms | The Series D Preferred Stock is convertible into common stock at a ratio of 2,500 shares of common stock per share of preferred stock, and pays a quarterly dividend, calculated as (1/90,000) x (5% of the Adjusted Gross Revenue) of the Company’s subsidiary Parscale Digital. |
Preferred stock stated or face value per share | $ 100 |
Preferred stock voting rights | Series D Preferred Stock shall not be entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company. |
Series E Preferred Stock [Member] | |
Preferred stock conversion terms | The Series E Preferred Stock is convertible into shares of fully paid and non-assessable shares of the Company's common stock by dividing the stated value by a conversion price of $0.05 per share. |
Preferred stock stated or face value per share | $ 100 |
Preferred stock voting rights | Series E Preferred Stock shall not be entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company. |
Stock Options And Warrants (Nar
Stock Options And Warrants (Narrative) (Details) - USD ($) | Jan. 03, 2018 | Sep. 18, 2017 | Aug. 01, 2017 | Jul. 10, 2003 | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options exercise price | $ 0.013 | $ 0.012 | |||||
Non-Qualified Stock Options [Member] | Jill Giles [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total common stock shares could be issued under stock option plan | 10,000,000 | ||||||
Options exercise price | $ 0.01 | ||||||
Vesting period | 36 months | ||||||
Expiration date | Aug. 1, 2022 | ||||||
Non-Qualified Stock Options [Member] | Three Key Employees [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total common stock shares could be issued under stock option plan | 20,000,000 | 1,800,000 | |||||
Options exercise price | $ 0.04 | $ 0.05 | |||||
Vesting period | 36 months | 36 months | |||||
Expiration date | Jan. 3, 2023 | Sep. 18, 2022 | |||||
Stock Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Intrinsic value of the stock options | $ 1,783,750 | $ 3,632,450 | |||||
Stock Option Plan - July 10, 2003 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total common stock shares could be issued under stock option plan | 5,000,000 | ||||||
Description of stock option plan | Pursuant to the now terminated plan, the Company was authorized to issue 5,000,000 shares of common stock. The plan was administered by the Companys Board of Directors (the “Board”) |
Related Parties (Narrative) (De
Related Parties (Narrative) (Details) - USD ($) | Apr. 28, 2018 | Feb. 01, 2018 | Jul. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | ||||||||
Notes payable, related party | $ 1,657,020 | $ 1,657,020 | $ 670,819 | |||||
Revenue from providing services to Parscale strategy | 546,884 | 2,028,317 | ||||||
Accounts receivable from Parscale strategy | 148,024 | 148,024 | $ 398,410 | |||||
Payments on promissory notes | 255,450 | |||||||
Interest expenses | 59,336 | $ 33,024 | 102,437 | $ 63,783 | ||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Ten Convertible Notes [Member] | Series C Preferred Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt conversion converted instrument amount | $ 1,442,500 | |||||||
Accrued interest portion of debt converted | $ 43,414 | |||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Promissory Notes [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Notes payable, related party | 898,539 | 898,539 | ||||||
Parscale Strategy, LLC - A Largest Customer Of Parscale Digital Owned By Mr.Brad Parscale, Director Of The Company [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Revenue from providing services to Parscale strategy | 2,008,317 | |||||||
Accounts receivable from Parscale strategy | $ 148,024 | 148,024 | ||||||
Mr.Brad Parscale, Director Of The Company [Member] | Promissory Note Dated February 01, 2018 [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument face amount | $ 1,000,000 | |||||||
Note payable period | 12 months | |||||||
Debt instrument interest rate | 4.00% | |||||||
Payments on promissory notes | 255,450 | |||||||
Interest portion included in payments on promissory note | 49,181 | |||||||
Interest expenses | $ 13,930 | |||||||
Jill Giles, An Employee Of The Company [Member] | Lease Agreement Commencing On May 01, 2018 [Member] | Data Propria [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Operating lease terms | On April 28, 2018, Data Propria entered into an agreement to lease approximately 2,073 square feet of office space located at 311 Sixth Street, San Antonio, TX 78215, for a period of twelve months, commencing May 1, 2018, at a cost of $4,000 per month, plus a pro rata share of building maintenance expenses. | |||||||
Monthly rent | $ 4,000 | |||||||
Lease period | 12 months |
Concentrations (Narrative) (Det
Concentrations (Narrative) (Details) - Number | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Total Revenue [Member] | One Major Customers [Member] | |||
Concentration Risk [Line Items] | |||
Customer concentration percentage | 37.00% | ||
Number of customer | 1 | ||
Total Revenue [Member] | Three Major Customers [Member] | |||
Concentration Risk [Line Items] | |||
Customer concentration percentage | 58.00% | ||
Number of customer | 3 | ||
Accounts Receivable [Member] | Two Customers [Member] | |||
Concentration Risk [Line Items] | |||
Customer concentration percentage | 19.00% | ||
Number of customer | 2 | ||
Accounts Receivable [Member] | Four Customers [Member] | |||
Concentration Risk [Line Items] | |||
Customer concentration percentage | 56.00% | ||
Number of customer | 4 |
Commitments and Contingencies53
Commitments and Contingencies (Narrative) (Details) - USD ($) | Feb. 12, 2018 | Nov. 15, 2017 | Oct. 24, 2017 | Aug. 01, 2017 | Feb. 28, 2017 | Apr. 15, 2016 | Feb. 28, 2016 | May 21, 2014 | Dec. 10, 2012 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 |
Other Commitments [Line Items] | ||||||||||||
Total operating lease expenses | $ 118,957 | $ 52,801 | ||||||||||
Lease Assumed On Acquisition Of WebTegrity Dated November 15, 2017 [Member] | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Operating lease terms | As a result of the WebTegrity acquisition, we assumed a lease for office space used by the WebTegrity employees, at 14603 Huebner Road, Suite 3402, San Antonio, TX 78230. The lease was executed on March 20, 2017 for a period of 36 months, commencing March 20, 2017, at a rate of $2,750 per month. | |||||||||||
Monthly rent | $ 2,750 | |||||||||||
Lease Agreements With Giles-Parscale, Inc., Commenced On August 01, 2017 [Member] | Giles-Parscale, Inc., - Wholly Owned By Jill Giles, An Employee Of The Company [Member] | Parscale Digital [Member] | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Operating lease terms | On August 1, 2017, Parscale Digital signed a lease agreement with Giles-Parscale, Inc., a related party, which commenced on August 1, 2017, for approximately 8,290 square feet, at 321 Sixth Street, San Antonio, TX 78215, for $9,800 per month, plus a pro rata share of the common building expenses. | |||||||||||
Monthly rent | $ 9,800 | |||||||||||
Lease expiration date | Jul. 31, 2022 | |||||||||||
Lease Agreements For Office Space Commenced On March 01, 2016 [Member] | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Operating lease terms | On October 24, 2017, we executed a lease agreement for the same space, commencing March 1, 2018 for a period of 36 months, at a rate of $2,795 per month, plus a pro rata share of the common area maintenance. | On April 15, 2016, the CloudCommerce signed a lease for approximately 1,800 square feet of office space at 1933 Cliff Dr., Suite 1, Santa Barbara, California 93109 for approximately $3,000 per month, on a month-to-month basis which lease commenced on March 1, 2016 and concluded February 15, 2018. | ||||||||||
Monthly rent | $ 2,795 | $ 3,000 | ||||||||||
Lease expiration date | Feb. 15, 2018 | |||||||||||
Lease period | 36 months | |||||||||||
Lease Agreement Commenced On January 16, 2013 [Member] | Indaba [Member] | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Operating lease terms | On December 10, 2012, Indaba signed a lease, which commenced January 16, 2013 for approximately 3,300 square feet at 2854 Larimer Street, Denver, CO 80205, for approximately $3,500 per month. | |||||||||||
Monthly rent | $ 5,850 | $ 5,800 | $ 3,500 | |||||||||
Lease expiration date | Feb. 28, 2016 | |||||||||||
Extended lease expiration date | Feb. 28, 2018 | Feb. 28, 2017 | ||||||||||
Lease Agreement For Office Space Dated February 12, 2018 [Member] | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Operating lease terms | On February 12, 2018, we executed a lease agreement for office space at 1415 Park Avenue West, Denver, CO 80205, expiring August 14, 2018. | |||||||||||
Monthly rent | $ 800 | |||||||||||
Settlement With A Prior Landlord [Member] | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Total amount due in settlement with landlord | $ 227,052 | |||||||||||
Committed amount in settlement with landlord | 40,250 | |||||||||||
Monthly payment of committed amount in settlement | $ 350 | |||||||||||
Description of settlement terms with landlord | Upon payment of $40,250, the Company will record a gain on extinguishment of debt of $186,802. | |||||||||||
Outstanding amount owed with related to settlement agreement | $ 23,100 | $ 25,200 | ||||||||||
Capital Lease Agreement For Use Of Office Equipment And Furniture [Member] | Parscale Strategy, LLC - A Largest Customer Of Parscale Digital Owned By Mr.Brad Parscale, Director Of The Company [Member] | Parscale Digital [Member] | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Capital lease terms | On August 1, 2017, Parscale Digital signed a lease agreement with Parscale Strategy, a related party, for the use of office equipment and furniture. The lease provides for a term of thirty-six (36) months, at a monthly payment of $3,000, and an option to purchase all items at the end of the lease for one dollar. We have evaluated this lease in accordance with ASC 840-30 and determined that it meets the definition of a capital lease. | |||||||||||
Monthly capital lease payment | $ 3,000 |
Supplemental Statement Of Cas54
Supplemental Statement Of Cash Flows Information (Narrative) (Details) | Feb. 01, 2018USD ($) |
Mr.Brad Parscale, Director Of The Company [Member] | Promissory Note Dated February 01, 2018 [Member] | |
Non-cash financing activities: | |
Notes issued for consideration of acquisition | $ 1,000,000 |