Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 06, 2019 | |
Document Information [Line Items] | ||
Entity Registrant Name | CFN ENTERPRISES INC. | |
Entity Central Index Key | 0001352952 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding (in shares) | 99,679,709 | |
Entity Shell Company | false | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Assets | ||
Cash | $ 975,434 | $ 27,295 |
Restricted cash | 0 | 50,000 |
Accounts receivable, net | 231,503 | |
Prepaid expenses and other current assets | (3,401) | |
Current assets of discontinued operations | (2,336,311) | |
Total current assets | 1,210,338 | 2,413,606 |
Other assets | ||
Property and equipment | 3,369 | |
Goodwill | 3,225,817 | |
Other intangible assets | 558,475 | |
Noncurrent assets of discontinued operations | 160,246 | |
Total other assets | 3,787,661 | 160,246 |
Total assets | 4,997,999 | 2,573,852 |
Liabilities and Stockholders' Equity (Deficit) | ||
Accounts payable and accrued expenses | 186,572 | |
Deferred revenues | 45,041 | |
Current liabilities of discontinued operations | 76,028 | 6,861,284 |
Total current liabilities | 307,641 | 6,861,284 |
Long-term note payable | 482,698 | |
Noncurrent liabilities of discontinued operations | 9,185,743 | |
Total liabilities | 790,339 | 16,047,027 |
Commitments and contingencies | ||
Stockholders' equity (deficit) | ||
Common stock, $0.001 par value, 500,000,000 shares authorized, 99,679,709 and 66,179,709 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively | 99,679 | 66,179 |
Additional paid-in capital | 34,031,326 | 29,498,125 |
Accumulated deficit | (29,836,426) | (42,960,124) |
Accumulated other comprehensive income | (86,923) | (77,355) |
Total stockholders' equity (deficit) | 4,207,660 | (13,473,175) |
Total liabilities and stockholders' equity | 4,997,999 | 2,573,852 |
Series A Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock | 1 | |
Series B Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock | $ 3 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Preferred stock, par value (in dollars per share) | $ 0.001 | |
Preferred stock, shares authorized (in shares) | 2,000,000 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 99,679,709 | 66,179,709 |
Common stock, shares outstanding (in shares) | 99,679,709 | 66,179,709 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 500 | 500 |
Preferred stock, shares issued (in shares) | 500 | 0 |
Preferred stock, shares outstanding (in shares) | 500 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 3,000 | 3,000 |
Preferred stock, shares issued (in shares) | 3,000 | 0 |
Preferred stock, shares outstanding (in shares) | 3,000 | 0 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Net revenues | $ 568,992 | $ 631,712 | ||
Cost of revenue | 381,277 | 414,726 | ||
Gross profit | 187,715 | 216,986 | ||
Operating expenses: | ||||
Selling, general and administrative | 600,663 | 313,536 | 1,495,492 | 1,016,368 |
Total operating expenses | 600,663 | 313,536 | 1,495,492 | 1,016,368 |
Loss from operations | (412,948) | (313,536) | (1,278,506) | (1,016,368) |
Other income (expense): | ||||
Interest expense | (2,514) | (2,514) | ||
Interest income | 19 | 25 | 131 | 61 |
Total other income (expense) | (2,495) | 25 | (2,383) | 61 |
Net loss before provision for income taxes | (415,443) | (313,511) | (1,280,889) | (1,016,307) |
Provision for income taxes | ||||
Net loss from continuing operations | (415,443) | (313,511) | (1,280,889) | (1,016,307) |
Gain (loss) from discontinued operations, net of tax | 1,113 | (1,649,626) | 14,471,162 | (3,767,333) |
Net income (loss) | (414,330) | (1,963,137) | 13,190,273 | (4,783,640) |
Preferred stock interest | 60,000 | 66,575 | ||
Net income (loss) available to common shareholders | $ (474,330) | $ (1,963,137) | $ 13,123,698 | $ (4,783,640) |
Net loss from continuing operations per share, basic and diluted (in dollars per share) | $ 0 | $ 0 | $ (0.02) | $ (0.02) |
Net income (loss) from discontinued operations per share, basic and diluted (in dollars per share) | $ 0 | $ (0.02) | $ 0.18 | $ (0.06) |
Weighted average number of common shares outstanding, basic and diluted (in shares) | 99,679,709 | 66,177,101 | 78,696,193 | 66,019,709 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Net income (loss) | $ (414,330) | $ (1,963,137) | $ 13,190,273 | $ (4,783,640) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments | (13,050) | (7,166) | (9,568) | (20,683) |
Total other comprehensive income (loss), net of tax | (13,050) | (7,166) | (9,568) | (20,683) |
Comprehensive income (loss) | $ (427,380) | $ (1,970,303) | $ 13,180,705 | $ (4,804,323) |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member]Series A Preferred Stock [Member] | Preferred Stock [Member]Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Balance (in shares) at Dec. 31, 2017 | 65,939,709 | ||||||
Balance at Dec. 31, 2017 | $ 65,938 | $ 26,301,747 | $ (31,542,684) | $ (41,540) | $ (5,216,539) | ||
Fair value of warrants issued with promissory notes | 2,727,577 | 2,727,577 | |||||
Net income (loss) | (4,783,640) | (4,783,640) | |||||
Foreign currency translation | (20,683) | (20,683) | |||||
Fair value of warrants | 229,401 | 229,401 | |||||
Fair value of repricing adjustment | |||||||
Fair value of options and restricted stock awards (in shares) | 240,000 | ||||||
Fair value of options and restricted stock awards | $ 240 | 113,058 | 113,298 | ||||
Balance (in shares) at Sep. 30, 2018 | 66,179,709 | ||||||
Balance at Sep. 30, 2018 | $ 66,178 | 29,371,783 | (36,326,324) | (62,223) | (6,950,586) | ||
Balance (in shares) at Jun. 30, 2018 | 65,939,709 | ||||||
Balance at Jun. 30, 2018 | $ 65,938 | 28,543,529 | (34,363,187) | (55,057) | (5,808,777) | ||
Fair value of warrants issued with promissory notes | 689,281 | 689,281 | |||||
Net income (loss) | (1,963,137) | (1,963,137) | |||||
Foreign currency translation | (7,166) | (7,166) | |||||
Fair value of warrants | 101,836 | 101,836 | |||||
Fair value of options and restricted stock awards (in shares) | 240,000 | ||||||
Fair value of options and restricted stock awards | $ 240 | 37,137 | 37,377 | ||||
Balance (in shares) at Sep. 30, 2018 | 66,179,709 | ||||||
Balance at Sep. 30, 2018 | $ 66,178 | 29,371,783 | (36,326,324) | (62,223) | (6,950,586) | ||
Balance (in shares) at Dec. 31, 2018 | 66,179,709 | ||||||
Balance at Dec. 31, 2018 | $ 66,179 | 29,498,125 | (42,960,124) | (77,355) | (13,473,175) | ||
Fair value of warrants issued with promissory notes | 62,294 | 62,294 | |||||
Preferred stock interest | (66,575) | (66,575) | |||||
Net income (loss) | 13,190,273 | 13,190,273 | |||||
Foreign currency translation | (9,568) | (9,568) | |||||
Fair value of options and restricted stock awards | 70,963 | 70,963 | |||||
Fair value of warrants | 126,810 | 126,810 | |||||
Fair value of repricing adjustment | 104,638 | 104,638 | |||||
Conversion of debt into Series A Preferred Stock (in shares) | 500 | ||||||
Conversion of debt into Series A Preferred Stock | $ 1 | 499,999 | 500,000 | ||||
Issuance of Series B Preferred Stock for acquisition of CFN (in shares) | 3,000 | ||||||
Issuance of Series B Preferred Stock for acquisition of CFN | $ 3 | 686,997 | 687,000 | ||||
Issuance of common stock for acquistion of CFN (in shares) | 30,000,000 | ||||||
Issuance of common stock for acquistion of CFN | $ 30,000 | 2,670,000 | 2,700,000 | ||||
Issuance of common stock as payment of interest (in shares) | 3,500,000 | ||||||
Issuance of common stock as payment of interest | $ 3,500 | 311,500 | 315,000 | ||||
Balance (in shares) at Sep. 30, 2019 | 500 | 3,000 | 99,679,709 | ||||
Balance at Sep. 30, 2019 | $ 1 | $ 3 | $ 99,679 | 34,031,326 | (29,836,426) | (86,923) | 4,207,660 |
Balance (in shares) at Jun. 30, 2019 | 500 | 3,000 | 99,679,709 | ||||
Balance at Jun. 30, 2019 | $ 1 | $ 3 | $ 99,679 | 34,013,702 | (29,362,096) | (73,873) | 4,677,416 |
Fair value of warrants issued with promissory notes | 17,624 | 17,624 | |||||
Preferred stock interest | (60,000) | (60,000) | |||||
Net income (loss) | (414,330) | (414,330) | |||||
Foreign currency translation | (13,050) | (13,050) | |||||
Balance (in shares) at Sep. 30, 2019 | 500 | 3,000 | 99,679,709 | ||||
Balance at Sep. 30, 2019 | $ 1 | $ 3 | $ 99,679 | $ 34,031,326 | $ (29,836,426) | $ (86,923) | $ 4,207,660 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities | ||
Net income (loss) | $ 13,190,273 | $ (4,783,640) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 52,132 | 461,893 |
Gain on sale of CAKE Business | (19,473,080) | |
Amortization of deferred financing cost | 2,512,282 | 636,125 |
Provision for bad debt | 54,264 | (202,221) |
Fair value of options and warrants | 197,773 | 342,698 |
Loss on sale of fixed assets | 997 | |
Issuance of common stock as payment of interest | 315,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (183,558) | 764,381 |
Prepaid expenses and other current assets | 199,965 | 147,888 |
Other assets | 68,482 | 13,346 |
Accounts payable and accrued expenses | (2,224,935) | (415,072) |
Deferred revenue | (260,497) | 264,065 |
Other liabilities | (602,083) | |
Net cash used in operating activities | (6,153,982) | (2,769,540) |
Cash flows from investing activities | ||
Capitalized software for internal use | (1,125,000) | |
Purchase of property and equipment | (1,751) | (31,579) |
Proceeds from sale of fixed assets | 750 | |
Proceeds from sale of CAKE Business | 20,892,667 | |
Payments for acquisition of subsidiary | (420,000) | |
Net cash provided by (used in) investing activities | 20,470,916 | (1,155,829) |
Cash flows from financing activities | ||
Principal repayments of credit facility and loan | (11,772,514) | (2,402,652) |
Proceeds from credit facility | 900,000 | 5,489,850 |
Payment of preferred stock interest | (35,000) | |
Proceeds from promissory notes | 500,000 | 3,500,000 |
Repayment of related party notes | (300,000) | |
Repayment of promissory notes | (2,700,000) | (1,000,000) |
Net cash (used in) provided by financing activities | (13,407,514) | 5,587,198 |
Effect of exchange rate fluctuations on cash | (11,281) | (20,683) |
Net change in cash and restricted cash | 898,139 | 1,641,146 |
Cash and restricted cash, beginning of the period | 77,295 | 216,883 |
Cash and restricted cash, end of the period | 975,434 | 1,858,029 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 946,691 | 1,133,678 |
Income taxes paid | ||
Supplemental disclosure of non-cash investing and financing information: | ||
Fair value of warrants issued in connection with line of credit and promissory notes | 62,294 | 2,727,577 |
Capital expenditure included in accounts payable | 1,739 | |
Accrued payables and short-term note directly paid off by credit facility | 680,149 | |
Prepaid expenses reclassified to deferred financing costs | 70,000 | |
Deferred financing costs incurred in connection with promissory notes | 75,000 | |
Accrual of preferred stock interest | 31,575 | |
Accrued interest reclassed to credit facility | 62,379 | |
Warrant repricing adjustment | 104,638 | |
Conversion of notes payable to Series A Preferred Stock | 500,000 | |
Common Stock [Member] | ||
Cash flows from operating activities | ||
Net income (loss) | ||
Supplemental disclosure of non-cash investing and financing information: | ||
Warrant repricing adjustment | ||
Issuance of Stock for acquisition of subsidiary | 2,700,000 | |
Series B Preferred Stock [Member] | ||
Supplemental disclosure of non-cash investing and financing information: | ||
Issuance of Stock for acquisition of subsidiary | $ 687,000 |
Note 1 - Organization and Basis
Note 1 - Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1: Organization CFN Enterprises Inc., formerly known as Accelerize Inc., or the Company, is a Delaware corporation incorporated on November 22, 2005 October 22, 2019, On May 15, 2019, $19,400,000 $500,000 first three 30% $13,750,000 120 second third June 18, 2019, $20,892,667, As of the closing date, Constellation acquired all of the assets used by the Company in the CAKE Business and assumed the Company’s post-closing obligations under certain vendor, customer and other commercial contracts related to the CAKE Business, including the Company’s lease for its headquarters in Newport Beach, California. The Company’s cash and cash equivalents, and the assets associated with its Accelerize trademark, are excluded from the sale of the CAKE Business. Constellation offered employment to certain of the Company’s employees following the closing date. On May 15, 2019, $420,000 30,000,000 3,000 $3,000,000 6% 4 2 1933, June 20, 2019. Subsequent to the closing of the Asset Purchase Agreement on June 18, 2018, Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis which implies the Company will continue to meet its obligations for the next 12 The Company had working capital of $902,697 $29,836,426 September 30, 2019. $1,280,889 nine September 30, 2019. As discussed above, on May 15, 2019, twelve not These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern. These financial statements do not may Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the results of operations of the Company and Cake Marketing UK Ltd., or the Subsidiary. The Company discontinued its operations associated with its CAKE Business and the operations of its Subsidiary in May 2019. These unaudited condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America, or GAAP. These unaudited condensed consolidated financial statements and notes included herein should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended December 31, 2018 2017, December 31, 2018 10 April 16, 2019. may September 30, 2019 not December 31, 2019. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | NOTE 2: Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reported period. Actual results will differ from those estimates. Included in these estimates are assumptions about collection of accounts receivable, useful life of fixed assets and intangible assets, borrowing rate considered for operating lease right-of-use asset and related operating lease liability, and assumptions used in Black-Scholes valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate. Financial Statement Reclassification Certain account balances from prior periods have been reclassified in these unaudited condensed consolidated financial statements to conform to current period classifications. The prior year amounts have also been reclassified in these financial statements to properly report amounts under current operations and discontinued operations (see note 7 Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three three September 30, 2019, $0 September 30, 2019 $50,000 December 31, 2018. $50,000 nine September 30, 2018. Accounts Receivable The Company’s account receivables are due from customers relating to contracts to provide investor relation services. Collateral is currently not may no September 30, 2019 December 31, 2018. Concentration of Credit Risks The Company is subject to concentrations of credit risk primarily from cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents accounts are held at a financial institution and are insured by the Federal Deposit Insurance Corporation, or the FDIC, up to $250,000. $665,000 September 30, 2019 The Company's accounts receivable are due from customers located in the United States and Canada. The Company had three 13.0%, 11.7% 11.0% September 30, 2019 none December 31, 2018. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification, or ASC, 606, five 1 2 3 4 5 The Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Payment terms vary by client and the services offered. Prior to the Company discontinuing the operations of its CAKE Business in May 2019, one one two 30 not third third third not Subsequent to the closing of the Emerging Growth Agreement on June 20, 2019, 3 6 Fair Value of Financial Instruments The Company accounts for assets and liabilities measured at fair value on a recurring basis in accordance with ASC Topic 820, 820. 820 ASC 820 820 Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no Additional Disclosures Regarding Fair Value Measurements The carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and lines of credit approximate their fair value due to the short-term maturity of these items. Advertising The Company expenses advertising costs as incurred. Advertising expenses relating to continuing operations amounted to $148,738 $160,029 three nine September 30, 2019, no 2018 $0 $140,907 three September 30, 2019 2018, $159,665 $415,358 nine September 30, 2019 2018, Income Taxes Income taxes are accounted for in accordance with the provisions of ASC Topic 740, no Foreign Currency Translation The Company’s reporting currency is U.S. Dollars. The functional currency of the Company’s Subsidiary in the United Kingdom was British Pounds. The translation from British Pounds to U.S. dollars is performed for asset and liability accounts using exchange rates in effect at the balance sheet date, equity accounts using historical exchange rates or rates in effect at the balance sheet date, and for revenue and expense accounts using the average exchange rate in effect during the period. The resulting translation adjustments are recorded as a component of Accumulated Other Comprehensive Income (Loss). Foreign currency translation gains and losses arising from exchange rate fluctuation on transactions denominated in a currency other than the functional currency are included in the consolidated statements of operations. Software Development Costs At December 31, 2018, $4,725,000 not 2019. December 31, 2018 1 2 $375,000 $1,125,000 three nine September 30, 2018. $105,000 $426,146 three nine September 30, 2018 no three nine September 30, 2019. Property and Equipment Property and equipment are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives of five Goodwill The Company’s goodwill represents the excess of purchase price over tangible and intangible assets acquired, less liabilities assumed arising from business acquisitions. Goodwill is not no three nine September 30, 2019 2018. Long-Lived Assets In accordance with ASC 360 10, may not no three nine September 30, 2019 2018. Basic and Diluted Earnings Per Share Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common and dilutive common share equivalents outstanding during the period. Dilutive common share equivalents consist of shares issuable upon the exercise of stock options and warrants (calculated using the modified-treasury stock method). As of September 30, 2019, 6,595,000 8,127,184 September 30, 2018, 7,237,500 25,045,517 Share-Based Payment The Company accounts for stock-based compensation in accordance with ASC Topic 718, 718. The Company has elected to use the Black-Scholes option-pricing model to estimate the fair value of its options, which incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the fair value of stock option awards. Compensation expense recognized in the statements of operations is based on awards ultimately expected to vest and reflects estimated forfeitures. ASC 718 Common stock awards The Company has granted common stock awards to non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded on the consolidated statement of comprehensive loss in the same manner and charged to the same account as if such settlements had been made in cash. Warrants In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not not 6, Recent Accounting Pronouncements In February 2016, 2016 02, 842 December 15, 2018 12 one two January 1, 2019 In January 2017, 2017 04, 350 2017 04 December 15, 2019. January 1, 2017. In January 2016, No. 2016 01, Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. first 2019. no In November 2016, No. 2016 18, Statement of Cash Flows (Topic 230 ): Restricted Cash December 15, 2017. January 1, 2018, no In May 2017, 2017 09, Compensation - Stock Compensation (Topic 718 : Scope of Modification Accounting 2016 09 718. December 15, 2017. January 1, 2018 no In June 2018, 2018 07, Compensation - Stock Compensation (Topic 718 718 505 50, Equity - Equity-Based Payments to Non-Employees 2018 07, January 1, 2019 no Other accounting pronouncements have been issued but deemed by management to be outside the scope of relevance to the Company. |
Note 3 - Property and Equipment
Note 3 - Property and Equipment | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 3: The Company’s property and equipment relating to continuing operations consisted of the following at September 30, 2019 December 31, 2018. September 30, December 31, 2019 2018 (Unaudited) Computer equipment and software $ 8,139 $ - 8,139 - Less: accumulated depreciation (4,770 ) - $ 3,369 $ - Depreciation expense from continuing operations for the three nine September 30, 2019 $368 $565, no 2018. |
Note 4 - Acquisitions
Note 4 - Acquisitions | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | NOTE 4: On May 15, 2019, 1 June 20, 2019. $420,000 30,000,000 $2,700,000, 3,000 $687,000. $3,807,000. A summary of the purchase price allocation at fair value is below. The business combination accounting is not may Purchase Allocation Property and equipment $ 2,183 Other intangible assets 579,000 Goodwill 3,225,817 $ 3,807,000 Intangible assets acquired represent amounts allocated to customers contracts of $7,000 $572,000, $579,000. 5 10 three nine September 30, 2019 $20,525 September 30, 2019 Year Ended December 31, 2019 (remainder of) $ 16,751 2020 57,200 2021 57,200 2022 57,200 2023 57,200 Thereafter 312,924 Total $ 558,475 The following are the unaudited pro forma results of operations for the three nine September 30, 2019 2018, January 1, 2018. not Pro Forma Combined Financials (Unaudited) Nine Months Ended September 30, 2019 Nine Months Ended September 30, 2018 Revenue from continuing operations $ 1,687,555 $ 1,552,730 Net loss from continuing operations $ (1,160,045 ) $ (575,749 ) Net loss from continuing operations per common share - basic and diluted $ (0.01 ) $ (0.01 ) Pro Forma Combined Financials (Unaudited) Thee Months Ended September 30, 2019 Thee Months Ended September 30, 2018 Revenue from continuing operations $ 568,992 $ 545,582 Net loss from continuing operations $ (415,443 ) $ (247,501 ) Net loss from continuing operations per common share - basic and diluted $ (0.00 ) $ (0.00 ) |
Note 5 - Note Payable
Note 5 - Note Payable | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Long-term Debt [Text Block] | NOTE 5: On September 10, 2019, $500,000 8% first December, March, June September December 1, 2019. September 30, 2022. Future scheduled maturities of long-term debt are as follows. Year Ended December 31, 2019 (remainder of) $ - 2020 - 2021 - 2022 500,000 Total $ 500,000 In connection with the promissory note payable on September 10, 2019, 500,000 $0.10 September 10, 2024 $17,624 $322 three nine September 30, 2019. September 30, 2019, $482,698 $500,000 $17,302. The warrants issued with the promissory note were valued using the Black-Scholes pricing method using the following assumptions below. Expected life in years 5 Stock price volatility 114.20% Risk free interest rate 1.58% Expected dividends None Estimated forfeiture rate None |
Note 6 - Stockholders' Deficit
Note 6 - Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 6: Common Stock On June 20, 2019, 3,500,000 $315,000 nine September 30, 2019. On June 20, 2019, 30,000,000 4 $2,700,000 Restricted Stock Issued as Compensation During 2018, 240,000 $0.50 4 July 1, 2018 June 30, 2019. $0 $30,000 three September 30, 2019 2018, $60,000 $90,000 nine September 30, 2019 2018, no September 30, 2019. Preferred Stock The Company is authorized to issue 2,000,000 $0.001 500 3,000 On June 20, 2019, 500 $1,000, $500,000 12% third On June 20, 2019, 3,000 $1,000 $687,000 4 6% For the three nine September 30, 2019, $60,000 $66,575, Warrants The following summarizes the Company’s warrant activity for the nine September 30, 2019. Weighted- Average Weighted- Remaining Average Contractual Exercise Life Warrants Price (Years) Outstanding at December 31, 2018 25,045,517 $ 0.53 4.16 Granted 1,000,000 0.13 Forfeited/cancelled (17,918,333 ) 0.50 Outstanding at September 30, 2019 (unaudited) 8,127,184 $ 0.56 3.38 Vested and expected to vest at September 30, 2019 (unaudited) 8,127,184 $ 0.56 3.38 Exercisable at September 30, 2019 (unaudited) 8,127,184 $ 0.56 3.38 During the three March 31, 2019, 500,000 $0.15 January 25, 2024. $44,670, three March 31, 2019. 7,935,000 7 2017 11 7,935,000 $104,638 three March 31, 2019. June 18, 2019, On September 10, 2019, 500,000 5 During the three nine September 30, 2018, 3,835,000 12,135,000 $689,281 $2,727,577, The Company recorded expenses of $0 $101,836 three September 30, 2019 2018, $126,810 $229,400 nine September 30, 2019 2018, September 30, 2019, no Options The following summarizes the Company’s stock option activity for the nine September 30, 2019. Weighted- Average Weighted- Remaining Average Contractual Exercise Life Options Price (Years) Outstanding at December 31, 2018 7,232,500 $ 0.40 3.45 Forfeited/cancelled (637,500 ) 1.00 Outstanding at September 30, 2019 (unaudited) 6,595,000 $ 3.40 2.60 Vested and expected to vest at September 30, 2019 (unaudited) 6,595,000 $ 0.34 2.60 Exercisable at September 30, 2019 (unaudited) 6,595,000 $ 0.34 2.60 The Company recorded expenses of $0 $7,376 three September 30, 2019 2018, $10,963 $23,298 nine September 30, 2019 2018, June 18, 2019. no not $0 September 30, 2019. |
Note 7 - Discontinued Operation
Note 7 - Discontinued Operations | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | NOTE 7: During May 2019, 1 In accordance with the provisions of ASC 205 20, September 30, 2019 December 31, 2018, September 30, December 31, 2019 2018 (Unaudited) Current assets of discontinued operations Accounts receivable, net [1] $ - $ 2,081,551 Prepaid expenses and other assets - 254,760 Total current assets of discontinued operations $ - $ 2,336,311 Noncurrent assets of discontinued operations Property and equipment, net [2] $ - $ 52,035 Other assets - 108,211 Total noncurrent assets of discontinued operations $ - $ 160,246 Current liabilities of discontinued operations Accounts payable and accrued expenses $ 76,028 $ 3,018,394 Deferred revenues [3] - 443,650 Credit facility, short term [4] - 3,399,240 Total current liabilites of discontinued operations $ 76,028 $ 6,861,284 Noncurrent liabilities of discontinued operations Credit facility, net of unamortized financing costs [4] $ - $ 5,888,155 Other loan, related party net of unamortized financing costs [5] - 386,686 Other long-term loan, net of unamortized financing costs [5] - 2,273,402 Other liabilities - 637,500 Total noncurrent liabilites of discontinued operations $ - $ 9,185,743 [1] The Company’s accounts receivable was due primarily from advertisers and marketers. Collateral was not may $0 $245,736 September 30, 2019 December 31, 2018, [2] The Company’s property and equipment consisted of the following. September 30, December 31, 2019 2018 (Unaudited) Computer equipment and software $ - $ 422,441 Office furniture and equipment - 123,932 Leasehold improvements - 288,937 - 835,310 Less: accumulated depreciation - (783,275 ) $ - $ 52,035 Depreciation expense from discontinued operations amounted to $0 $10,035 three September 30, 2019 2018, $31,042 $35,747 nine September 30, 2019 2018, [3] The Company’s deferred revenue represented prepayments made by certain customers and undelivered implementation and training fees. The Company decreased the deferred revenues by the amount of the services it rendered to such clients when provided. [4] A summary of the amounts previously outstanding under the Company’s credit facilities are as follows: September 30, December 31, 2019 2018 (Unaudited) Saas Capital Loan $ - $ 4,810,135 Less: deferred financing costs - (100,867 ) Saas Capital Loan, net - 4,709,268 Beedie Credit Agreement $ - $ 6,000,000 Less: deferred financing costs - (1,421,873 ) Beedie Credit Agreement, net - 4,578,127 Total outstanding $ - $ 10,810,135 Less: deferred financing costs - (1,522,740 ) Total credit facility loans $ - $ 9,287,395 Short-term balance $ - $ 3,399,240 Long-term balance - 5,888,155 Total credit facility loans $ - $ 9,287,395 SAAS Capital Loan On May 5, 2016, $8,000,000. 10.25% 10.25% 9.21% three first six 36 10%, 6% 3% 12 12 24 24 The fair value of the warrants previously issued in connection with the SaaS Capital Loan were recorded as discounts to the notes payable and were being amortized into interest expense over the maturity periods. During the three September 30, 2019 2018, $0 $49,996, nine September 30, 2019 2018, $100,867 $148,410, June 2019, On May 15, 2019, $250,000 1,733,333 $495,186 All amounts outstanding under the SaaS Capital Loan were paid in full on June 18, 2019 $4,576,123, $4,252,209, $323,914. Beedie Credit Agreement On January 25, 2018, $7,000,000. 12% 14% $175,000 0.325% The fair value of the warrants previously issued in connection with the Beedie Credit Agreement were recorded as discounts to the notes payable and were being amortized into interest expense over the maturity periods. During the three September 30, 2019 2018, $0 $129,727, nine September 30, 2019 2018, $1,571,181 $310,801, June 2019, On May 15, 2019, seventh 7,935,000 $1,015,862 All amounts outstanding under the Beedie Credit Agreement were paid in full on June 18, 2019 $7,033,208, $6,962,379, $70,829. [5] A summary of the amounts previously outstanding under the Company’s other long-term loans were as follows: September 30, December 31, 2019 2018 (Unaudited) 2018 Promissory Notes $ - $ 1,450,000 August 2018 Promissory Notes - 1,500,000 Less: deferred financing costs - (676,598 ) Other long-term loans, net $ - $ 2,273,402 2018 Promissory Notes, related party $ - $ 550,000 Less: deferred financing costs - (163,314 ) $ - $ 386,686 2018 On May 31, 2018, June 15, 2018, $2,000,000, thirteen 2018 2018 2018 one 2018 two 2018 two 2018 2018 May 30, 2021 12% 2018 six 3,000,000 $0.35 All amounts outstanding under the 2018 June 18, 2019 no August 2018 On August 31, 2018, $1,500,000 ten August 2018 August 2018 August 2018 August 2018 August 30, 2021 12% August 2018 six 1,500,000 $0.35 All amounts outstanding under the August 2018 June 18, 2019 no The fair value of the warrants previously issued in connection with the 2018 August 2018 three September 30, 2019 2018, $0 $69,124, nine September 30, 2019 2018, $839,912 $89,602, June 2019, In accordance with the provisions of ASC 205 20, three nine September 30, 2019 2018 For the Three Months Ended For the Nine Months Ended September 30, September 30, September 30, September 30, 2019 2018 2019 2018 Net revenues $ - $ 5,292,304 $ 9,001,307 $ 16,682,730 Cost of revenue - 2,042,435 3,863,471 6,865,431 Gross profit - 3,249,869 5,137,836 9,817,299 Operating expenses: Research and development - 1,033,707 1,263,808 3,144,106 Sales and marketing - 1,127,055 2,016,637 3,359,247 General and administrative (1,113 ) 2,058,823 3,085,692 5,262,154 Total operating expenses (1,113 ) 4,219,585 6,366,137 11,765,507 Loss from operations 1,113 (969,716 ) (1,228,301 ) (1,948,208 ) Other income (expense): Gain on sale of discontinued operations - - 19,473,080 - Interest income - (247 ) 34 503 Interest expense - (679,663 ) (3,773,651 ) (1,819,628 ) Total other income (expense) - (679,910 ) 15,699,463 (1,819,125 ) Net income (loss) from discontinued operations before provision for income taxes 1,113 (1,649,626 ) 14,471,162 (3,767,333 ) Provision for (benefit from) income taxes - - - - Net income (loss) from discontinued operations $ 1,113 $ (1,649,626 ) $ 14,471,162 $ (3,767,333 ) The following is a summary of the gain on sale of discontinued operations of the CAKE Business reflected above during the nine September 30, 2019. Gross proceeds received $ 20,892,667 Less: value of net assets sold Accounts receivable 1,979,342 Prepaid and other current assets 51,363 Property and equipment 20,986 ROU lease asset 1,458,922 Other assets 39,702 Accounts payable and accrued expenses (344,787 ) Deferred revenue (138,112 ) ROU lease liability (1,612,412 ) Other liabilities (35,417 ) Total net assets sold 1,419,587 Gain on sale of CAKE Business $ 19,473,080 |
Note 8 - Commitments and Contin
Note 8 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 8: On June 20, 2019, one $1,500 12 842. 12 The Company leases office space in Santa Monica, California, under a short-term lease expiring on July 31, 2019 $1,000 one July 31, 2020. During August 2017, January 2014 March 1, 2018, 1,332 11,728 June 30, 2023. March 1, 2018, $38,702 first $44,566 June 18, 2019. no During July 2014, five July 30, 2014. 89,667 $115,000 45,658 $56,000 July 30, 2019. Legal Proceedings From time to time, the Company may not |
Note 9 - Subsequent Events
Note 9 - Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | NOTE 9: Effective October 22, 2019, October 24, 2019. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reported period. Actual results will differ from those estimates. Included in these estimates are assumptions about collection of accounts receivable, useful life of fixed assets and intangible assets, borrowing rate considered for operating lease right-of-use asset and related operating lease liability, and assumptions used in Black-Scholes valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate. |
Reclassification, Policy [Policy Text Block] | Financial Statement Reclassification Certain account balances from prior periods have been reclassified in these unaudited condensed consolidated financial statements to conform to current period classifications. The prior year amounts have also been reclassified in these financial statements to properly report amounts under current operations and discontinued operations (see note 7 |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three three September 30, 2019, $0 September 30, 2019 $50,000 December 31, 2018. $50,000 nine September 30, 2018. |
Receivable [Policy Text Block] | Accounts Receivable The Company’s account receivables are due from customers relating to contracts to provide investor relation services. Collateral is currently not may no September 30, 2019 December 31, 2018. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risks The Company is subject to concentrations of credit risk primarily from cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents accounts are held at a financial institution and are insured by the Federal Deposit Insurance Corporation, or the FDIC, up to $250,000. $665,000 September 30, 2019 The Company's accounts receivable are due from customers located in the United States and Canada. The Company had three 13.0%, 11.7% 11.0% September 30, 2019 none December 31, 2018. |
Revenue from Contract with Customer [Policy Text Block] | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification, or ASC 606, five 1 2 3 4 5 The Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Payment terms vary by client and the services offered. Prior to the Company discontinuing the operations of its CAKE Business in May 2019, one one two 30 not third third third not Subsequent to the closing of the Emerging Growth Agreement on June 20, 2019, 3 6 |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The Company accounts for assets and liabilities measured at fair value on a recurring basis in accordance with ASC Topic 820, 820. 820 ASC 820 820 Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no Additional Disclosures Regarding Fair Value Measurements The carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and lines of credit approximate their fair value due to the short-term maturity of these items. |
Advertising Cost [Policy Text Block] | Advertising The Company expenses advertising costs as incurred. Advertising expenses relating to continuing operations amounted to $148,738 $160,029 three nine September 30, 2019, no 2018 $0 $140,907 three September 30, 2019 2018, $159,665 $415,358 nine September 30, 2019 2018, |
Income Tax, Policy [Policy Text Block] | Income Taxes Income taxes are accounted for in accordance with the provisions of ASC Topic 740, no |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation The Company’s reporting currency is U.S. Dollars. The functional currency of the Company’s Subsidiary in the United Kingdom was British Pounds. The translation from British Pounds to U.S. dollars is performed for asset and liability accounts using exchange rates in effect at the balance sheet date, equity accounts using historical exchange rates or rates in effect at the balance sheet date, and for revenue and expense accounts using the average exchange rate in effect during the period. The resulting translation adjustments are recorded as a component of Accumulated Other Comprehensive Income (Loss). Foreign currency translation gains and losses arising from exchange rate fluctuation on transactions denominated in a currency other than the functional currency are included in the consolidated statements of operations. |
Research, Development, and Computer Software, Policy [Policy Text Block] | Software Development Costs At December 31, 2018, $4,725,000 not 2019. December 31, 2018 1 2 $375,000 $1,125,000 three nine September 30, 2018. $105,000 $426,146 three nine September 30, 2018 no three nine September 30, 2019. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives of five |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill The Company’s goodwill represents the excess of purchase price over tangible and intangible assets acquired, less liabilities assumed arising from business acquisitions. Goodwill is not no three nine September 30, 2019 2018. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-Lived Assets In accordance with ASC 360 10, may not no three nine September 30, 2019 2018. |
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Earnings Per Share Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common and dilutive common share equivalents outstanding during the period. Dilutive common share equivalents consist of shares issuable upon the exercise of stock options and warrants (calculated using the modified-treasury stock method). As of September 30, 2019, 6,595,000 8,127,184 September 30, 2018, 7,237,500 25,045,517 |
Share-based Payment Arrangement [Policy Text Block] | Share-Based Payment The Company accounts for stock-based compensation in accordance with ASC Topic 718, 718. The Company has elected to use the Black-Scholes option-pricing model to estimate the fair value of its options, which incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the fair value of stock option awards. Compensation expense recognized in the statements of operations is based on awards ultimately expected to vest and reflects estimated forfeitures. ASC 718 |
Common Stock For Services [Policy Text Block] | Common stock awards The Company has granted common stock awards to non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded on the consolidated statement of comprehensive loss in the same manner and charged to the same account as if such settlements had been made in cash. |
Warrants [Policy Text Block] | Warrants In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not not 6, |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In February 2016, 2016 02, 842 December 15, 2018 12 one two January 1, 2019 In January 2017, 2017 04, 350 2017 04 December 15, 2019. January 1, 2017. In January 2016, No. 2016 01, Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. first 2019. no In November 2016, No. 2016 18, Statement of Cash Flows (Topic 230 ): Restricted Cash December 15, 2017. January 1, 2018, no In May 2017, 2017 09, Compensation - Stock Compensation (Topic 718 : Scope of Modification Accounting 2016 09 718. December 15, 2017. January 1, 2018 no In June 2018, 2018 07, Compensation - Stock Compensation (Topic 718 718 505 50, Equity - Equity-Based Payments to Non-Employees 2018 07, January 1, 2019 no Other accounting pronouncements have been issued but deemed by management to be outside the scope of relevance to the Company. |
Note 3 - Property and Equipme_2
Note 3 - Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | September 30, December 31, 2019 2018 (Unaudited) Computer equipment and software $ 8,139 $ - 8,139 - Less: accumulated depreciation (4,770 ) - $ 3,369 $ - |
Note 4 - Acquisitions (Tables)
Note 4 - Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Purchase Allocation Property and equipment $ 2,183 Other intangible assets 579,000 Goodwill 3,225,817 $ 3,807,000 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Year Ended December 31, 2019 (remainder of) $ 16,751 2020 57,200 2021 57,200 2022 57,200 2023 57,200 Thereafter 312,924 Total $ 558,475 |
Business Acquisition, Pro Forma Information [Table Text Block] | Pro Forma Combined Financials (Unaudited) Nine Months Ended September 30, 2019 Nine Months Ended September 30, 2018 Revenue from continuing operations $ 1,687,555 $ 1,552,730 Net loss from continuing operations $ (1,160,045 ) $ (575,749 ) Net loss from continuing operations per common share - basic and diluted $ (0.01 ) $ (0.01 ) Pro Forma Combined Financials (Unaudited) Thee Months Ended September 30, 2019 Thee Months Ended September 30, 2018 Revenue from continuing operations $ 568,992 $ 545,582 Net loss from continuing operations $ (415,443 ) $ (247,501 ) Net loss from continuing operations per common share - basic and diluted $ (0.00 ) $ (0.00 ) |
Note 5 - Note Payable (Tables)
Note 5 - Note Payable (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Notes Tables | |
Schedule of Maturities of Long-term Debt [Table Text Block] | Year Ended December 31, 2019 (remainder of) $ - 2020 - 2021 - 2022 500,000 Total $ 500,000 |
Schedule of Long Term Debt, Valuation Assumptions [Table Text Block] | Expected life in years 5 Stock price volatility 114.20% Risk free interest rate 1.58% Expected dividends None Estimated forfeiture rate None |
Note 6 - Stockholders' Deficit
Note 6 - Stockholders' Deficit (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Weighted- Average Weighted- Remaining Average Contractual Exercise Life Warrants Price (Years) Outstanding at December 31, 2018 25,045,517 $ 0.53 4.16 Granted 1,000,000 0.13 Forfeited/cancelled (17,918,333 ) 0.50 Outstanding at September 30, 2019 (unaudited) 8,127,184 $ 0.56 3.38 Vested and expected to vest at September 30, 2019 (unaudited) 8,127,184 $ 0.56 3.38 Exercisable at September 30, 2019 (unaudited) 8,127,184 $ 0.56 3.38 |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | Weighted- Average Weighted- Remaining Average Contractual Exercise Life Options Price (Years) Outstanding at December 31, 2018 7,232,500 $ 0.40 3.45 Forfeited/cancelled (637,500 ) 1.00 Outstanding at September 30, 2019 (unaudited) 6,595,000 $ 3.40 2.60 Vested and expected to vest at September 30, 2019 (unaudited) 6,595,000 $ 0.34 2.60 Exercisable at September 30, 2019 (unaudited) 6,595,000 $ 0.34 2.60 |
Note 7 - Discontinued Operati_2
Note 7 - Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Notes Tables | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | September 30, December 31, 2019 2018 (Unaudited) Current assets of discontinued operations Accounts receivable, net [1] $ - $ 2,081,551 Prepaid expenses and other assets - 254,760 Total current assets of discontinued operations $ - $ 2,336,311 Noncurrent assets of discontinued operations Property and equipment, net [2] $ - $ 52,035 Other assets - 108,211 Total noncurrent assets of discontinued operations $ - $ 160,246 Current liabilities of discontinued operations Accounts payable and accrued expenses $ 76,028 $ 3,018,394 Deferred revenues [3] - 443,650 Credit facility, short term [4] - 3,399,240 Total current liabilites of discontinued operations $ 76,028 $ 6,861,284 Noncurrent liabilities of discontinued operations Credit facility, net of unamortized financing costs [4] $ - $ 5,888,155 Other loan, related party net of unamortized financing costs [5] - 386,686 Other long-term loan, net of unamortized financing costs [5] - 2,273,402 Other liabilities - 637,500 Total noncurrent liabilites of discontinued operations $ - $ 9,185,743 |
Disposal Groups, Including Discontinued Operations, Statements of Operations [Table Text Block] | For the Three Months Ended For the Nine Months Ended September 30, September 30, September 30, September 30, 2019 2018 2019 2018 Net revenues $ - $ 5,292,304 $ 9,001,307 $ 16,682,730 Cost of revenue - 2,042,435 3,863,471 6,865,431 Gross profit - 3,249,869 5,137,836 9,817,299 Operating expenses: Research and development - 1,033,707 1,263,808 3,144,106 Sales and marketing - 1,127,055 2,016,637 3,359,247 General and administrative (1,113 ) 2,058,823 3,085,692 5,262,154 Total operating expenses (1,113 ) 4,219,585 6,366,137 11,765,507 Loss from operations 1,113 (969,716 ) (1,228,301 ) (1,948,208 ) Other income (expense): Gain on sale of discontinued operations - - 19,473,080 - Interest income - (247 ) 34 503 Interest expense - (679,663 ) (3,773,651 ) (1,819,628 ) Total other income (expense) - (679,910 ) 15,699,463 (1,819,125 ) Net income (loss) from discontinued operations before provision for income taxes 1,113 (1,649,626 ) 14,471,162 (3,767,333 ) Provision for (benefit from) income taxes - - - - Net income (loss) from discontinued operations $ 1,113 $ (1,649,626 ) $ 14,471,162 $ (3,767,333 ) |
Disposal Groups, Including Discontinued Operations, Gain (Loss) on Sale [Table Text Block] | Gross proceeds received $ 20,892,667 Less: value of net assets sold Accounts receivable 1,979,342 Prepaid and other current assets 51,363 Property and equipment 20,986 ROU lease asset 1,458,922 Other assets 39,702 Accounts payable and accrued expenses (344,787 ) Deferred revenue (138,112 ) ROU lease liability (1,612,412 ) Other liabilities (35,417 ) Total net assets sold 1,419,587 Gain on sale of CAKE Business $ 19,473,080 |
CAKE [Member] | |
Notes Tables | |
Discontinued Group, Including Discontinued Operations, Property and Equipment [Table Text Block] | September 30, December 31, 2019 2018 (Unaudited) Computer equipment and software $ - $ 422,441 Office furniture and equipment - 123,932 Leasehold improvements - 288,937 - 835,310 Less: accumulated depreciation - (783,275 ) $ - $ 52,035 |
Schedule of Debt [Table Text Block] | September 30, December 31, 2019 2018 (Unaudited) Saas Capital Loan $ - $ 4,810,135 Less: deferred financing costs - (100,867 ) Saas Capital Loan, net - 4,709,268 Beedie Credit Agreement $ - $ 6,000,000 Less: deferred financing costs - (1,421,873 ) Beedie Credit Agreement, net - 4,578,127 Total outstanding $ - $ 10,810,135 Less: deferred financing costs - (1,522,740 ) Total credit facility loans $ - $ 9,287,395 Short-term balance $ - $ 3,399,240 Long-term balance - 5,888,155 Total credit facility loans $ - $ 9,287,395 September 30, December 31, 2019 2018 (Unaudited) 2018 Promissory Notes $ - $ 1,450,000 August 2018 Promissory Notes - 1,500,000 Less: deferred financing costs - (676,598 ) Other long-term loans, net $ - $ 2,273,402 2018 Promissory Notes, related party $ - $ 550,000 Less: deferred financing costs - (163,314 ) $ - $ 386,686 |
Note 1 - Organization and Bas_2
Note 1 - Organization and Basis of Presentation (Details Textual) - USD ($) | Jun. 20, 2019 | Jun. 18, 2019 | May 15, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Proceeds from Divestiture of Businesses, Net of Cash Divested, Total | $ 20,892,667 | |||||||
Payments to Acquire Businesses, Gross | 420,000 | |||||||
Stock Issued During Period, Value, Acquisitions | 2,700,000 | |||||||
Working Capital (Deficit) | $ 902,697 | 902,697 | ||||||
Retained Earnings (Accumulated Deficit), Ending Balance | (29,836,426) | (29,836,426) | $ (42,960,124) | |||||
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent, Total | $ (415,443) | $ (313,511) | $ (1,280,889) | $ (1,016,307) | ||||
Common Stock [Member] | ||||||||
Stock Issued During Period, Shares, Acquisitions | 30,000,000 | |||||||
Stock Issued During Period, Value, Acquisitions | $ 30,000 | |||||||
Preferred Stock [Member] | Series B Preferred Stock [Member] | ||||||||
Stock Issued During Period, Shares, Acquisitions | ||||||||
Stock Issued During Period, Value, Acquisitions | ||||||||
Asset Purchase Agreement with CAKE Software [Member] | ||||||||
Business Combination, Consideration Transferred, Total | $ 19,400,000 | |||||||
Business Combination, Value, Adjustment to Term | $ 500,000 | |||||||
Earnout as Percentage of Revenue, Net | 30.00% | |||||||
Earnout Calculation Threshold Amount | $ 13,750,000 | |||||||
Proceeds from Divestiture of Businesses, Net of Cash Divested, Total | $ 20,892,667 | |||||||
Asset Purchased Agreement with Emerging Growth LLC [Member] | ||||||||
Business Combination, Consideration Transferred, Total | 3,807,000 | |||||||
Payments to Acquire Businesses, Gross | $ 420,000 | |||||||
Asset Purchased Agreement with Emerging Growth LLC [Member] | Series B Preferred Stock [Member] | ||||||||
Stock Issued During Period, Shares, Acquisitions | 3,000 | 3,000 | ||||||
Stock Issued During Period, Value, Acquisitions | $ 687,000 | $ 687,000 | ||||||
Preferred Stock, Dividend Rate, Percentage | 6.00% | 6.00% | ||||||
Asset Purchased Agreement with Emerging Growth LLC [Member] | Common Stock and Series B Preferred Stock [Member] | ||||||||
Stock Issued During Period, Value, Acquisitions | $ 3,000,000 | |||||||
Asset Purchased Agreement with Emerging Growth LLC [Member] | Common Stock [Member] | ||||||||
Stock Issued During Period, Shares, Acquisitions | 30,000,000 | 30,000,000 | ||||||
Stock Issued During Period, Value, Acquisitions | $ 2,700,000 | $ 2,700,000 | ||||||
Asset Purchased Agreement with Emerging Growth LLC [Member] | Preferred Stock [Member] | Series B Preferred Stock [Member] | ||||||||
Stock Issued During Period, Shares, Acquisitions | 3,000 |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Restricted Cash and Cash Equivalents, Current, Total | $ 0 | $ 0 | $ 50,000 | ||
Accounts Receivable, Allowance for Credit Loss, Ending Balance | 0 | 0 | 0 | ||
Cash, FDIC Insured Amount | 250,000 | 250,000 | |||
Cash, Uninsured Amount | 665,000 | 665,000 | |||
Capitalized Computer Software, Net, Ending Balance | 4,725,000 | ||||
Payments to Develop Software | $ 375,000 | $ 1,125,000 | |||
Capitalized Computer Software, Amortization | 0 | 105,000 | $ 0 | 426,146 | |
Property, Plant and Equipment, Useful Life | 5 years | ||||
Goodwill, Impairment Loss | 0 | 0 | $ 0 | 0 | |
Impairment of Long-Lived Assets Held-for-use | 0 | 0 | $ 0 | $ 0 | |
Share-based Payment Arrangement, Option [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,595,000 | 7,237,500 | |||
Warrant [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8,127,184 | 25,045,517 | |||
Continuing Operations [Member] | |||||
Advertising Expense | 148,738 | $ 160,029 | $ 0 | ||
Discontinued Operations [Member] | |||||
Advertising Expense | $ 0 | $ 140,907 | $ 159,665 | $ 415,358 | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||||
Concentration Risk, Percentage | 0.00% | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer One [Member] | |||||
Concentration Risk, Percentage | 13.00% | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer Two [Member] | |||||
Concentration Risk, Percentage | 11.70% | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer Three [Member] | |||||
Concentration Risk, Percentage | 11.00% |
Note 3 - Property and Equipme_3
Note 3 - Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Depreciation, Total | $ 368 | $ 565 | $ 0 |
Note 3 - Property and Equipme_4
Note 3 - Property and Equipment - Property and Equipment (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Property and equipment, gross | $ 8,139 | |
Less: accumulated depreciation | (4,770) | |
3,369 | ||
Software Development [Member] | ||
Property and equipment, gross | $ 8,139 |
Note 4 - Acquisitions (Details
Note 4 - Acquisitions (Details Textual) - USD ($) | Sep. 30, 2019 | Jun. 20, 2019 | May 15, 2019 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 |
Payments to Acquire Businesses, Gross | $ 420,000 | |||||
Stock Issued During Period, Value, Acquisitions | 2,700,000 | |||||
Finite-lived Intangible Assets Acquired | 579,000 | |||||
Amortization of Intangible Assets, Total | $ 20,525 | $ 20,525 | ||||
Customer Contracts [Member] | ||||||
Finite-lived Intangible Assets Acquired | $ 7,000 | |||||
Finite-Lived Intangible Asset, Useful Life | 150 days | |||||
Marketing-Related Intangible Assets [Member] | ||||||
Finite-lived Intangible Assets Acquired | $ 572,000 | |||||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||||
Common Stock [Member] | ||||||
Stock Issued During Period, Shares, Acquisitions | 30,000,000 | |||||
Stock Issued During Period, Value, Acquisitions | $ 30,000 | |||||
Asset Purchased Agreement with Emerging Growth LLC [Member] | ||||||
Payments to Acquire Businesses, Gross | $ 420,000 | |||||
Business Combination, Consideration Transferred, Total | $ 3,807,000 | |||||
Asset Purchased Agreement with Emerging Growth LLC [Member] | Series B Preferred Stock [Member] | ||||||
Stock Issued During Period, Shares, Acquisitions | 3,000 | 3,000 | ||||
Stock Issued During Period, Value, Acquisitions | $ 687,000 | $ 687,000 | ||||
Asset Purchased Agreement with Emerging Growth LLC [Member] | Common Stock [Member] | ||||||
Stock Issued During Period, Shares, Acquisitions | 30,000,000 | 30,000,000 | ||||
Stock Issued During Period, Value, Acquisitions | $ 2,700,000 | $ 2,700,000 |
Note 4 - Acquisitions - Summary
Note 4 - Acquisitions - Summary of the Purchase Price Allocation at Fair Value (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Other intangible assets | $ 558,475 | |
Goodwill | 3,225,817 | |
Asset Purchased Agreement with Emerging Growth LLC [Member] | ||
Property and equipment | 2,183 | |
Other intangible assets | 579,000 | |
Goodwill | 3,225,817 | |
$ 3,807,000 |
Note 4 - Acquisitions - Estimat
Note 4 - Acquisitions - Estimated Future Amortization of Intangible Assets (Details) | Sep. 30, 2019USD ($) |
2019 (remainder of) | $ 16,751 |
2020 | 57,200 |
2021 | 57,200 |
2022 | 57,200 |
2023 | 57,200 |
Thereafter | 312,924 |
Total | $ 558,475 |
Note 4 - Acquisitions - Unaudit
Note 4 - Acquisitions - Unaudited Pro Forma Results of Operations (Details) - Asset Purchased Agreement with Emerging Growth LLC [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue from continuing operations | $ 568,992 | $ 545,582 | $ 1,687,555 | $ 1,552,730 |
Net loss from continuing operations | $ (415,443) | $ (247,501) | $ (1,160,045) | $ (575,749) |
Net loss from continuing operations per common share - basic and diluted (in dollars per share) | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
Note 5 - Note Payable (Details
Note 5 - Note Payable (Details Textual) - USD ($) | Sep. 10, 2019 | Sep. 30, 2019 | Sep. 30, 2019 |
Long-term Debt, Total | $ 500,000 | ||
Warrant In Connection With Promissory Note [Member] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 500,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.10 | ||
Promissory Note Payable [Member] | |||
Proceeds from Long-term Lines of Credit | $ 500,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||
Debt Instrument, Unamortized Discount, Total | $ 17,624 | $ 17,302 | $ 17,302 |
Amortization of Debt Discount (Premium) | 322 | 322 | |
Long-term Debt, Total | 482,698 | 482,698 | |
Long-term Debt, Gross | $ 500,000 | $ 500,000 |
Note 5 - Note Payable - Schedul
Note 5 - Note Payable - Schedule Maturities of Long-term Debt (Details) | Sep. 10, 2019USD ($) |
2019 (remainder of) | |
2020 | |
2021 | |
2022 | 500,000 |
Total | $ 500,000 |
Note 5 - Note Payable - Black-s
Note 5 - Note Payable - Black-scholes pricing method (Details) | Sep. 10, 2019 |
Measurement Input, Expected Term [Member] | |
Measurement input | 5 |
Measurement Input, Price Volatility [Member] | |
Measurement input | 1.142 |
Measurement Input, Risk Free Interest Rate [Member] | |
Measurement input | 0.0158 |
Measurement Input, Expected Dividend Rate [Member] | |
Measurement input | 0 |
Measurement Input, Estimated Forfeiture Rate [Member] | |
Measurement input | 0 |
Note 6 - Stockholders' Defici_2
Note 6 - Stockholders' Deficit (Details Textual) | Sep. 10, 2019shares | Jun. 20, 2019USD ($)$ / sharesshares | May 15, 2019USD ($)shares | Sep. 30, 2019USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | Sep. 30, 2018USD ($)shares | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2018USD ($)shares | Dec. 31, 2018$ / sharesshares |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | shares | 3,500,000 | ||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 315,000 | ||||||||
Stock Issued During Period, Value, Acquisitions | $ 2,700,000 | ||||||||
Preferred Stock, Shares Authorized | shares | 2,000,000 | 2,000,000 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | |||||||
Dividends, Preferred Stock, Total | $ 60,000 | $ 66,575 | |||||||
Class Of Warrant Or Right Expense Recognized | 0 | $ 101,836 | 126,810 | $ 229,400 | |||||
Class of Warrant or Right, Unrecorded Compensation Expense | 0 | 0 | |||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | 0 | 0 | |||||||
Stock Option Plan [Member] | |||||||||
Share-based Payment Arrangement, Expense | $ 0 | $ 7,376 | $ 10,963 | 23,298 | |||||
Warrants Expiring January 25, 2024 [Member] | |||||||||
Share-based Payment Arrangement, Expense | $ 104,638 | ||||||||
Class of Warrant or Right, Issued During Period | shares | 500,000 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.15 | ||||||||
Warrants and Rights Outstanding | $ 44,670 | ||||||||
Class of Warrant or Right Numbero of Securities Cancelled | shares | 7,935,000 | ||||||||
Warrants Issued to Promissory Note Holders [Member] | |||||||||
Class of Warrant or Right, Issued During Period | shares | 500,000 | ||||||||
Warrants Related to Loans 1 [Member] | |||||||||
Class of Warrant or Right, Issued During Period | shares | 3,835,000 | ||||||||
Warrants and Rights Outstanding | $ 689,281 | $ 689,281 | |||||||
Warrants Related to Loans 2 [Member] | |||||||||
Class of Warrant or Right, Issued During Period | shares | 12,135,000 | ||||||||
Warrants and Rights Outstanding | 2,727,577 | $ 2,727,577 | |||||||
Convert 2018 Promissory Note to Preferred Stock [Member] | |||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 1,000 | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 500 | ||||||||
Debt Conversion, Original Debt, Amount | $ 500,000 | ||||||||
Preferred Stock, Dividend Rate, Percentage | 12.00% | ||||||||
Series A Preferred Stock [Member] | |||||||||
Preferred Stock, Shares Authorized | shares | 500 | 500 | 500 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Series B Preferred Stock [Member] | |||||||||
Preferred Stock, Shares Authorized | shares | 3,000 | 3,000 | 3,000 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Restricted Stock [Member] | Non-employee Directors [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 240,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 0.50 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Vesting, Number of Equal Quarterly Increments | 4 | ||||||||
Share-based Payment Arrangement, Expense | $ 0 | $ 30,000 | $ 60,000 | $ 90,000 | |||||
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | 0 | $ 0 | |||||||
Common Stock [Member] | |||||||||
Stock Issued During Period, Shares, Acquisitions | shares | 30,000,000 | ||||||||
Stock Issued During Period, Value, Acquisitions | $ 30,000 | ||||||||
Dividends, Preferred Stock, Total | |||||||||
Asset Purchased Agreement with Emerging Growth LLC [Member] | Series B Preferred Stock [Member] | |||||||||
Stock Issued During Period, Shares, Acquisitions | shares | 3,000 | 3,000 | |||||||
Stock Issued During Period, Value, Acquisitions | $ 687,000 | $ 687,000 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 1,000 | ||||||||
Preferred Stock, Dividend Rate, Percentage | 6.00% | 6.00% | |||||||
Asset Purchased Agreement with Emerging Growth LLC [Member] | Common Stock [Member] | |||||||||
Stock Issued During Period, Shares, Acquisitions | shares | 30,000,000 | 30,000,000 | |||||||
Stock Issued During Period, Value, Acquisitions | $ 2,700,000 | $ 2,700,000 |
Note 6 - Stockholders' Equity -
Note 6 - Stockholders' Equity - Warrant Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Forfeited/cancelled, options (in shares) | (637,500) | |
Forfeited/cancelled, weighted average price per share (in dollars per share) | $ 1 | |
Vested and expected to vest, options (in shares) | 6,595,000 | |
Vested and expected to vest, weighted average price per share (in dollars per share) | $ 0.34 | |
Vested and expected to vest, weighted average remaining contractual term (Year) | 2 years 219 days | |
Exercisable balance, options (in shares) | 6,595,000 | |
Exercisable balance, weighted average price per share (in dollars per share) | $ 0.34 | |
Exercisable balance, weighted average remaining contractual term (Year) | 2 years 219 days | |
Warrant [Member] | ||
Warrants outstanding at end of period, weighted average remaining contractual term (Year) | 3 years 138 days | 4 years 58 days |
Warrants granted (in shares) | 1,000,000 | |
Warrants granted, weighted average price per share (in dollars per share) | $ 0.13 | |
Forfeited/cancelled, options (in shares) | (17,918,333) | |
Forfeited/cancelled, weighted average price per share (in dollars per share) | $ 0.50 | |
Warrants outstanding at end of period (in shares) | 8,127,184 | 25,045,517 |
Warrants outstanding at end of period, weighted average price per share (in dollars per share) | $ 0.56 | $ 0.53 |
Vested and expected to vest, options (in shares) | 8,127,184 | |
Vested and expected to vest, weighted average price per share (in dollars per share) | $ 0.56 | |
Vested and expected to vest, weighted average remaining contractual term (Year) | 3 years 138 days | |
Exercisable balance, options (in shares) | 8,127,184 | |
Exercisable balance, weighted average price per share (in dollars per share) | $ 0.56 | |
Exercisable balance, weighted average remaining contractual term (Year) | 3 years 138 days |
Note 6 - Stockholders' Equity_2
Note 6 - Stockholders' Equity - Stock Option Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Outstanding balance, options (in shares) | 7,232,500 | |
Outstanding balance, weighted average price per share (in dollars per share) | $ 0.40 | |
Outstanding balance, weighted average remaining contractual term (Year) | 2 years 219 days | 3 years 164 days |
Forfeited/cancelled, options (in shares) | (637,500) | |
Forfeited/cancelled, weighted average price per share (in dollars per share) | $ 1 | |
Outstanding balance, options (in shares) | 6,595,000 | 7,232,500 |
Outstanding balance, weighted average price per share (in dollars per share) | $ 3.40 | $ 0.40 |
Vested and expected to vest, options (in shares) | 6,595,000 | |
Vested and expected to vest, weighted average price per share (in dollars per share) | $ 0.34 | |
Vested and expected to vest, weighted average remaining contractual term (Year) | 2 years 219 days | |
Exercisable balance, options (in shares) | 6,595,000 | |
Exercisable balance, weighted average price per share (in dollars per share) | $ 0.34 | |
Exercisable balance, weighted average remaining contractual term (Year) | 2 years 219 days |
Note 7 - Discontinued Operati_3
Note 7 - Discontinued Operations (Details Textual) | Jun. 18, 2019USD ($) | May 15, 2019USD ($)shares | Aug. 31, 2018USD ($)$ / sharesshares | Jun. 15, 2018USD ($) | May 31, 2018USD ($)$ / sharesshares | Jan. 25, 2018USD ($) | May 05, 2016USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Sep. 10, 2019USD ($) | Jun. 17, 2019USD ($) |
Accounts Receivable, Allowance for Credit Loss, Ending Balance | $ 0 | $ 0 | $ 0 | |||||||||||
Depreciation, Total | 368 | 565 | 0 | |||||||||||
Amortization of Debt Issuance Costs | 2,512,282 | $ 636,125 | ||||||||||||
Long-term Debt, Total | $ 500,000 | |||||||||||||
Proceeds from Notes Payable, Total | 500,000 | 3,500,000 | ||||||||||||
The 2018 Promissory Notes [Member] | ||||||||||||||
Proceeds from Notes Payable, Total | $ 2,000,000 | $ 2,000,000 | ||||||||||||
The 2018 Promissory Notes and August 2018 Promissory Notes [Member] | ||||||||||||||
Amortization of Debt Issuance Costs | 0 | $ 69,124 | 839,912 | 89,602 | ||||||||||
Beedie Credit Agreement [Member] | Beedie Investments Limited [Member] | ||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 7,000,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||
Amortization of Debt Issuance Costs | 0 | 129,727 | 1,571,181 | 310,801 | ||||||||||
Debt Instrument, Fee Amount | $ 175,000 | |||||||||||||
Interest Payable, Current | $ 1,015,862 | $ 70,829 | ||||||||||||
Repayments of Long-term Debt, Total | $ 7,033,208 | |||||||||||||
Long-term Debt, Total | 6,962,379 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage, If Gross Margin Falls Below Specified Amount | 14.00% | |||||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.325% | |||||||||||||
SaaS Capital [Member] | ||||||||||||||
Interest Payable, Current | $ 495,186 | |||||||||||||
SaaS Warrants [Member] | ||||||||||||||
Class of Warrant or Right Numbero of Securities Cancelled | shares | 1,733,333 | |||||||||||||
Beedie Warrant [Member] | ||||||||||||||
Class of Warrant or Right Numbero of Securities Cancelled | shares | 7,935,000 | |||||||||||||
The 2018 Warrants [Member] | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||
Warrants and Rights Outstanding, Term | 6 years | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 3,000,000 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.35 | |||||||||||||
August 2018 Warrants [Member] | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||
Proceeds from Notes Payable, Total | $ 1,500,000 | |||||||||||||
Warrants and Rights Outstanding, Term | 6 years | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 1,500,000 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.35 | |||||||||||||
SaaS Capital Loan [Member] | ||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 8,000,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.25% | |||||||||||||
Debt Instrument, Reference Rate | 9.21% | |||||||||||||
Debt Instrument, Number of Equal Monthly Payments of Principal and Interest | 36 | |||||||||||||
Prepayment Fee, Percentage Period One | 10.00% | |||||||||||||
Prepayment Fee, Percentage, Period Two | 6.00% | |||||||||||||
Prepayment Fee, Percentage, Period Three | 3.00% | |||||||||||||
Amortization of Debt Issuance Costs | 0 | 49,996 | 100,867 | 148,410 | ||||||||||
Debt Instrument, Fee Amount | $ 250,000 | |||||||||||||
Interest Payable, Current | 323,914 | |||||||||||||
Repayments of Long-term Debt, Total | $ 4,576,123 | |||||||||||||
Long-term Debt, Total | $ 4,252,209 | |||||||||||||
CAKE [Member] | ||||||||||||||
Accounts Receivable, Allowance for Credit Loss, Ending Balance | 0 | 0 | 245,736 | |||||||||||
Depreciation, Total | 0 | $ 10,035 | 31,042 | $ 35,747 | ||||||||||
Long-term Debt, Total | 9,287,395 | |||||||||||||
CAKE [Member] | The 2018 Promissory Notes and August 2018 Promissory Notes [Member] | ||||||||||||||
Long-term Debt, Total | $ 2,273,402 |
Note 7 - Discontinued Operati_4
Note 7 - Discontinued Operations - Assets and Liabilities of the Discontinued Operations (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | ||
Total current assets of discontinued operations | $ 2,336,311 | |||
Total noncurrent assets of discontinued operations | 160,246 | |||
Total current liabilites of discontinued operations | 76,028 | 6,861,284 | ||
Total noncurrent liabilites of discontinued operations | 9,185,743 | |||
CAKE [Member] | ||||
Accounts receivable | 1,979,342 | 2,081,551 | [1] | |
Prepaid expenses and other assets | 254,760 | |||
Total current assets of discontinued operations | 2,336,311 | |||
Property and equipment, net [2] | [2] | 52,035 | ||
Other assets | 108,211 | |||
Total noncurrent assets of discontinued operations | 160,246 | |||
Accounts payable and accrued expenses | 76,028 | 3,018,394 | ||
Deferred revenues [3] | [3] | 443,650 | ||
Credit facility, short term [4] | [4] | 3,399,240 | ||
Total current liabilites of discontinued operations | 76,028 | 6,861,284 | ||
Credit facility, net of unamortized financing costs [4] | [4] | 5,888,155 | ||
Other loan, related party net of unamortized financing costs [5] | [5] | 386,686 | ||
Other long-term loan, net of unamortized financing costs [5] | [5] | 2,273,402 | ||
Other liabilities | 637,500 | |||
Total noncurrent liabilites of discontinued operations | $ 9,185,743 | |||
[1] | The Company's accounts receivable was due primarily from advertisers and marketers. Collateral was not required. The Company also maintained allowances for doubtful accounts for estimated losses resulting from the inability of the Company's customers to make payments. The Company periodically reviewed these estimated allowances, including an analysis of the customers' payment history and creditworthiness, the age of the trade receivable balances and current economic conditions that may affect a customer's ability to make payments as well as historical collection trends for its customers as a whole. Based on this review, the Company specifically reserved for those accounts deemed uncollectible or likely to become uncollectible. When receivables were determined to be uncollectible, principal amounts of such receivables outstanding were deducted from the allowance. The allowance for doubtful accounts amounted to $0 and $245,736 at September 30, 2019 and December 31, 2018, respectively. | |||
[2] | The Company's property and equipment consisted of the following.September 30, December 31, 2019 2018 (Unaudited) Computer equipment and software $ - $ 422,441 Office furniture and equipment - 123,932 Leasehold improvements - 288,937- 835,310 Less: accumulated depreciation - (783,275)$ - $ 52,035 | |||
[3] | The Company's deferred revenue represented prepayments made by certain customers and undelivered implementation and training fees. The Company decreased the deferred revenues by the amount of the services it rendered to such clients when provided. | |||
[4] | A summary of the amounts previously outstanding under the Company's credit facilities are as follows: September 30, December 31, 2019 2018 (Unaudited) Saas Capital Loan $ - $ 4,810,135 Less: deferred financing costs - (100,867) Saas Capital Loan, net - 4,709,268 Beedie Credit Agreement $ - $ 6,000,000 Less: deferred financing costs - (1,421,873) Beedie Credit Agreement, net - 4,578,127 Total outstanding $ - $ 10,810,135 Less: deferred financing costs - (1,522,740) Total credit facility loans $ - $ 9,287,395 Short-term balance $ - $ 3,399,240 Long-term balance - 5,888,155 Total credit facility loans $ - $ 9,287,395 | |||
[5] | A summary of the amounts previously outstanding under the Company's other long-term loans were as follows: September 30, December 31, 2019 2018 (Unaudited) 2018 Promissory Notes $ - $ 1,450,000 August 2018 Promissory Notes - 1,500,000 Less: deferred financing costs - (676,598) Other long-term loans, net $ - $ 2,273,402 2018 Promissory Notes, related party $ - $ 550,000 Less: deferred financing costs - (163,314) $ - $ 386,686 |
Note 7 - Discontinued Operati_5
Note 7 - Discontinued Operations - Property and Equipment (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Property and equipment, gross | $ 8,139 | |
Less: accumulated depreciation | (4,770) | |
3,369 | ||
CAKE [Member] | ||
Property and equipment, gross | 835,310 | |
Less: accumulated depreciation | (783,275) | |
52,035 | ||
Software Development [Member] | ||
Property and equipment, gross | 8,139 | |
Software Development [Member] | CAKE [Member] | ||
Property and equipment, gross | 422,441 | |
Furniture and Fixtures [Member] | CAKE [Member] | ||
Property and equipment, gross | 123,932 | |
Leasehold Improvements [Member] | CAKE [Member] | ||
Property and equipment, gross | $ 288,937 |
Note 7 - Discontinued Operati_6
Note 7 - Discontinued Operations - Line of Credit and Loans (Details) - USD ($) | Sep. 30, 2019 | Sep. 10, 2019 | Dec. 31, 2018 |
Saas Capital Loan, net | $ 500,000 | ||
Long-term note payable | $ 482,698 | ||
CAKE [Member] | |||
Saas Capital Loan | 10,810,135 | ||
Less: deferred financing costs | (1,522,740) | ||
Saas Capital Loan, net | 9,287,395 | ||
Short-term balance | 3,399,240 | ||
Long-term note payable | 5,888,155 | ||
SaaS Capital Loan [Member] | CAKE [Member] | |||
Saas Capital Loan | 4,810,135 | ||
Less: deferred financing costs | (100,867) | ||
Saas Capital Loan, net | 4,709,268 | ||
The 2018 Promissory Notes [Member] | CAKE [Member] | |||
Saas Capital Loan | 1,450,000 | ||
The August 2018 Promissory Notes [Member] | CAKE [Member] | |||
Saas Capital Loan | 1,500,000 | ||
The 2018 Promissory Notes and August 2018 Promissory Notes [Member] | CAKE [Member] | |||
Less: deferred financing costs | (676,598) | ||
Saas Capital Loan, net | 2,273,402 | ||
Beedie Credit Agreement [Member] | CAKE [Member] | |||
Saas Capital Loan | 6,000,000 | ||
Less: deferred financing costs | (1,421,873) | ||
Saas Capital Loan, net | 4,578,127 | ||
The 2018 Promissory Notes, Related Party [Member] | CAKE [Member] | |||
Saas Capital Loan | 550,000 | ||
Less: deferred financing costs | (163,314) | ||
Saas Capital Loan, net | $ 386,686 |
Note 7 - Discontinued Operati_7
Note 7 - Discontinued Operations - Results of the Discontinued Operations (Details) - CAKE [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Net revenues | $ 5,292,304 | $ 9,001,307 | $ 16,682,730 | |
Cost of revenue | 2,042,435 | 3,863,471 | 6,865,431 | |
Gross profit | 3,249,869 | 5,137,836 | 9,817,299 | |
Research and development | 1,033,707 | 1,263,808 | 3,144,106 | |
Sales and marketing | 1,127,055 | 2,016,637 | 3,359,247 | |
General and administrative | (1,113) | 2,058,823 | 3,085,692 | 5,262,154 |
Total operating expenses | (1,113) | 4,219,585 | 6,366,137 | 11,765,507 |
Loss from operations | 1,113 | (969,716) | (1,228,301) | (1,948,208) |
Gain on sale of discontinued operations | 19,473,080 | |||
Interest income | (247) | 34 | 503 | |
Interest expense | 679,663 | 3,773,651 | 1,819,628 | |
Total other income (expense) | (679,910) | 15,699,463 | (1,819,125) | |
Net income (loss) from discontinued operations before provision for income taxes | 1,113 | (1,649,626) | 14,471,162 | (3,767,333) |
Provision for (benefit from) income taxes | ||||
Net income (loss) from discontinued operations | $ 1,113 | $ (1,649,626) | $ 14,471,162 | $ (3,767,333) |
Note 7 - Discontinued Operati_8
Note 7 - Discontinued Operations - Summary of the Gain on Sale of Discontinued Operations (Details) - CAKE [Member] - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | [1] |
Gross proceeds received | $ 20,892,667 | ||
Accounts receivable | 1,979,342 | $ 2,081,551 | |
Prepaid and other current assets | 51,363 | ||
Property and equipment | 20,986 | ||
ROU lease asset | 1,458,922 | ||
Other assets | 39,702 | ||
Accounts payable and accrued expenses | 344,787 | ||
Deferred revenue | 138,112 | ||
ROU lease liability | 1,612,412 | ||
Other liabilities | 35,417 | ||
Total net assets sold | 1,419,587 | ||
Gain on sale of CAKE Business | $ 19,473,080 | ||
[1] | The Company's accounts receivable was due primarily from advertisers and marketers. Collateral was not required. The Company also maintained allowances for doubtful accounts for estimated losses resulting from the inability of the Company's customers to make payments. The Company periodically reviewed these estimated allowances, including an analysis of the customers' payment history and creditworthiness, the age of the trade receivable balances and current economic conditions that may affect a customer's ability to make payments as well as historical collection trends for its customers as a whole. Based on this review, the Company specifically reserved for those accounts deemed uncollectible or likely to become uncollectible. When receivables were determined to be uncollectible, principal amounts of such receivables outstanding were deducted from the allowance. The allowance for doubtful accounts amounted to $0 and $245,736 at September 30, 2019 and December 31, 2018, respectively. |
Note 8 - Commitments and Cont_2
Note 8 - Commitments and Contingencies (Details Textual) | Jun. 20, 2019USD ($) | Mar. 01, 2018USD ($)ft² | Jul. 31, 2014USD ($) | Jul. 31, 2014GBP (£) | Jun. 30, 2019USD ($) | Sep. 30, 2019USD ($) | Jul. 31, 2019 | Jul. 30, 2014 |
Office Space in Whitefish, Montana [Member] | ||||||||
Operating Lease Monthly Rent | $ 1,500 | |||||||
Office Space in Santa Monica, California [Member] | ||||||||
Operating Lease Monthly Rent | $ 1,000 | |||||||
Lessee, Operating Lease, Renewal Term | 1 year | |||||||
Office Space In Newport Beach California [Member] | ||||||||
Additional Area of Land | ft² | 1,332 | |||||||
Area of Land | ft² | 11,728 | |||||||
Office Space In Newport Beach California [Member] | Minimum [Member] | ||||||||
Operating Lease Monthly Rent | $ 38,702 | |||||||
Office Space In Newport Beach California [Member] | Maximum [Member] | ||||||||
Operating Lease Monthly Rent | $ 44,566 | |||||||
Office Space in London England [Member] | ||||||||
Operating Lease Monthly Rent | $ 115,000 | £ 89,667 | ||||||
Lessee, Operating Lease, Term of Contract | 5 years | |||||||
Operating Lease Service Charges | $ 56,000 | £ 45,658 |