Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Apr. 28, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | DSG Global Inc. | |
Entity Central Index Key | 1,413,909 | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 4,996,578 | |
Entity Common Stock, Shares Outstanding | 32,541,187 | |
Trading Symbol | DSGT | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash | ||
Trade receivables, net | 90,038 | 73,212 |
Inventories | 80,573 | 306,648 |
Funds held in trust | 3,414 | |
Prepaid expenses and deposits | 56,076 | 155,932 |
Other current assets | 26,902 | |
Receivable from related party | 91,727 | |
TOTAL CURRENT ASSETS | 226,687 | 657,835 |
NON-CURRENT ASSETS | ||
Intangible assets, net | 16,580 | 16,984 |
Fixed assets, net | 4,741 | 6,971 |
Equipment on lease, net | 42,763 | 105,526 |
TOTAL NON-CURRENT ASSETS | 64,084 | 129,481 |
TOTAL ASSETS | 290,771 | 787,316 |
CURRENT LIABILITIES | ||
Bank overdraft | 5,316 | 25,269 |
Trade and other payables | 2,568,792 | 1,428,509 |
Payable to related party | 1,526 | |
Deferred revenue | 149,147 | 99,739 |
Warranty reserve | 111,715 | 108,381 |
Convertible note payable to related party | 339,791 | 310,000 |
Loans payable | 866,269 | 546,137 |
Derivative liability | 365,944 | |
Convertible notes payable | 1,398,961 | 1,139,543 |
TOTAL CURRENT LIABILITIES | 5,807,461 | 3,657,579 |
Commitments and contingencies | ||
MEZZANINE EQUITY | ||
Redeemable Noncontrolling Interest - Preferred Shares | 5,286,731 | 5,286,731 |
STOCKHOLDERS' DEFICIT | ||
Common stock, $0.001 par value, 125,000,000 shares authorized and 30,291,187 outstanding at December 31, 2016 and December 31, 2015. | 30,291 | 30,291 |
Additional paid in capital | 15,982,222 | 15,873,724 |
Other accumulated comprehensive income | 1,296,652 | 1,306,959 |
Accumulated deficit | (27,013,446) | (24,707,197) |
Total shareholders' deficit attributable to DSG Global | (9,704,281) | (7,496,223) |
Noncontrolling interest | (1,099,140) | (660,771) |
TOTAL STOCKHOLDERS' DEFICIT | (10,803,421) | (8,156,994) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 290,771 | $ 787,316 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares outstanding | 30,291,187 | 30,291,187 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | $ 1,169,936 | $ 1,911,935 |
Cost of revenue | 513,638 | 1,140,065 |
Gross profit | 656,298 | 771,870 |
Operating Expenses | ||
Compensation expense | 972,179 | 853,507 |
Research and development expense | 58,115 | 41,070 |
General and administration expense | 1,021,482 | 1,347,547 |
Warranty expense | 202,393 | 325,820 |
Bad debt | 38,202 | (7,045) |
Depreciation and amortization expense | 49,664 | 49,463 |
Total operating expense | 2,342,035 | 2,610,362 |
Loss from operations | (1,685,737) | (1,838,492) |
Other Income (Expense) | ||
Foreign currency exchange | (47,497) | (96,177) |
Other (expenses) Income | (10,702) | 56,974 |
Finance costs | (1,024,723) | (619,451) |
Total Other Expense | (1,082,922) | (658,654) |
Loss from continuing operations before income taxes | (2,768,659) | (2,497,146) |
Provision for income taxes | ||
Net loss | (2,768,659) | (2,497,146) |
Less attributed to noncontrolling interest | 462,410 | 404,962 |
Net loss attributable to DSG Global | $ (2,306,249) | $ (2,092,184) |
Basic and Diluted: | ||
Basic | $ (0.076) | $ (0.081) |
Diluted | $ (0.076) | $ (0.081) |
Weighted average number of shares used in computing basic and diluted net loss per share: | ||
Basic | 30,291,187 | 25,965,534 |
Diluted | 30,291,187 | 25,965,534 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Consolidated Statements Of Comprehensive Loss | ||
Net loss | $ (2,768,659) | $ (2,497,146) |
Other comprehensive income | ||
Change in foreign currency translation adjustments | (15,978) | 269,991 |
Comprehensive loss | (2,784,637) | (2,227,155) |
Less: Comprehensive loss attributable to noncontrolling interest | 468,081 | 435,800 |
Total comprehensive loss attirbutable to DSG Global | $ (2,316,556) | $ (1,791,355) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - 12 months ended Dec. 31, 2016 - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Comprehensive Income [Member] | Total Deficit Attributable to Common Shareholders [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2015 | $ 30,291 | $ 15,873,724 | $ (24,707,197) | $ 1,306,959 | $ (7,496,223) | $ (660,771) | $ (8,156,994) |
Balance, shares at Dec. 31, 2015 | 30,291,187 | ||||||
Adjustment to paid in capital for minority interest | (24,041) | (24,041) | (24,041) | ||||
Beneficial conversion feature of loans | 132,539 | 132,539 | 132,539 | ||||
Net (loss) income | (2,306,249) | (10,307) | (2,316,556) | (462,410) | (2,768,659) | ||
Balance at Dec. 31, 2016 | $ 30,291 | $ 15,982,222 | $ (27,013,446) | $ 1,296,652 | $ (9,704,281) | $ (1,099,140) | $ (10,803,421) |
Balance, shares at Dec. 31, 2016 | 30,291,187 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Cash Flows [Abstract] | ||
Net loss attributable to the Company | $ (2,768,659) | $ (2,497,146) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 49,664 | 49,463 |
Inventory write-off | 116,058 | |
Interest on discount of convertible debt | 143,912 | |
Non-cash fair value adjustment on derivative | 223,795 | |
Reserve for bad debt | 33,947 | |
Non-cash financing costs | 188,580 | |
Notes issued for services | 303,079 | |
(Increase) decrease in assets: | ||
Trade receivables, net | (48,710) | 67,354 |
Inventories | 153,495 | (83,785) |
Funds held in trust | 3,564 | (3,695) |
Prepaid expense and deposits | 43,691 | 219,072 |
Related party receivable | 97,313 | 16,660 |
Other assets | 34,202 | 21,828 |
Increase (decrease) in current liabilities: | ||
Trade payables and accruals | 1,250,632 | 805,119 |
Warranty reserve | 117,315 | |
Deferred revenue | 46,939 | 107,959 |
Net cash used in operating activities | (620,157) | (688,196) |
Cash flows from investing activities | ||
Purchase of property, plant and equipment | (1,992) | (9,479) |
Return (purchase) of equipment on lease | 21,436 | 87,208 |
Purchase of intangible assets | (790) | (5,030) |
Cash acquired from merger | 89,001 | |
Net cash provided by (used in) investing activities | 18,654 | 161,700 |
Cash flows from financing activities | ||
Bank overdraft | (33,699) | 27,601 |
Proceeds from issuing shares | 103,660 | |
Payments on notes payable | (47,327) | (146,233) |
Proceeds from notes payable | 650,099 | 340,964 |
Related party loan payable, net | 30,175 | 120,677 |
Net cash provided by financing activities | 599,248 | 446,668 |
Net increase in cash and cash equivalents | (2,255) | (79,828) |
Effect of exchange rate changes on cash and cash equivalents | 2,255 | (12,012) |
Cash and cash equivalents at beginning of period | 91,840 | |
Cash and cash equivalents at the end of the period | ||
Supplemental disclosures | ||
Income tax payments | ||
Interest payments | 5,386 | 5,803 |
Supplemental schedule of non-cash financing activities: | ||
Issuance of stock for financing costs | 188,580 | |
Noncontrolling interest change to mezzanine equity | $ 5,286,731 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1 –ORGANIZATION DSG Global, Inc. (formerly Boreal Productions Inc.) was incorporated under the laws of the State of Nevada on September 24, 2007. We were formed to option feature films and TV projects to be packaged for sale to movie studios and production companies. Previously, in anticipation of the share exchange agreement with DSG Tag Systems, Inc. (“DSG TAG”), we undertook to change our name and effect a reverse stock split of our authorized and issued common stock. Accordingly, on January 19, 2015, our board of directors approved an agreement and plan of merger to merge with our wholly-owned subsidiary DSG Global Inc., a Nevada corporation, to affect a name change from Boreal Productions Inc. to DSG Global, Inc. Our company remains the surviving company. DSG Global, Inc. was formed solely for the change of our name. Subsequent to the closing of the share exchange agreement with DSG TAG, we have adopted the business and operations of DSG TAG. DSG TAG was incorporated under the laws of the State of Nevada on April 17, 2008 and extra provincially registered in British Columbia, Canada in 2008. In March 2011, DSG TAG formed DSG Tag Systems International, Ltd. in the United Kingdom (“DSG UK”). DSG UK is a wholly owned subsidiary of DSG TAG. Reverse Acquisition On April 13, 2015, we entered into a share exchange agreement with DSG TAG and the shareholders of DSG TAG who become parties to the agreement. Pursuant to the terms of the share exchange agreement, we agreed to acquire not less than 75% and up to 100% of the issued and outstanding common shares in the capital stock of DSG TAG in exchange for the issuance to the selling shareholders of up to 20,000,000 shares of our common stock on the basis of 1 common share for 5.4935 common shares of DSG TAG. On May 6, 2015, we completed the acquisition of approximately 75% (82,435,748 common shares) of the issued and outstanding common shares of DSG TAG as contemplated by the share exchange agreement by issuing 15,185,875 shares of our common stock to shareholders of DSG TAG who became parties to the agreement. In addition, concurrent with the closing of the share exchange agreement, we issued an additional 179,823 shares of our common stock to Westergaard Holdings Ltd. in partial settlement of accrued interest on outstanding indebtedness of DSG TAG. Following the initial closing of the share exchange agreement and through July 6, 2015, we acquired an additional 27,035,175 shares of common stock of DSG TAG from shareholders who became parties to the share exchange agreement, and issued to these shareholders an aggregate of 4,921,303 shares of our common stock. Following completion of these additional purchases, DSG Global owns 100% (109,572,123 common shares) of the issued and outstanding shares of common stock of DSG TAG as of October 13, 2015. As of October 13, 2015, an aggregate of 101,200 of the issued and outstanding shares of common stock of DSG TAG (less than 0.1%) has been converted by the last remaining shareholder of DSG TAG. As of October 2015, we own 100% (109,572,123 common shares) of the issued and outstanding shares of common stock of DSG TAG. See Part II, Item 1. “Legal Proceeding,” The reverse acquisition was accounted for as a recapitalization effected by a share exchange, wherein DSG TAG Systems is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized. We adopted the business and operations of DSG TAG upon the closing of the share exchange agreement. When used in these notes, the terms “Company,” “we,” “our,” or “us” mean DSG Global, Inc. and its subsidiary DSG Tag Systems, Inc. and its wholly-owned subsidiary DSG Tag Systems International, Ltd. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Principles of Consolidation The consolidated financial statements include the accounts of DSG Global Inc. and its subsidiary DSG Tag Systems, Inc. and its wholly owned subsidiary DSG Tag Systems International, Ltd., collectively referred to as the Company. All material intercompany accounts, transactions and profits were eliminated in consolidation. 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 reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period they are determined. Exchange (Loss) Gain During the years ended December 31, 2016 and 2015, the transactions of the Company and its subsidiary were denominated in foreign currencies and were recorded in Canadian dollar (CAD), or British Pounds (GBP), at the rates of exchange in effect when the transactions occurred. Exchange gains and losses are recognized for the different foreign exchange rates applied when the foreign currency assets and liabilities are settled. Foreign Currency Translation and Comprehensive (Loss) Income The accounts of the Company and its subsidiary were maintained, and its financial statements were expressed, in CAD and GBP. Such financial statements were translated into United States dollars (USD) with the CAD or GBP as the functional currency. All assets and liabilities were translated at the exchange rate at the balance sheet date, stockholders’ deficit is translated at the historical rates and income statement items are translated at the average exchange rate for the period. Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the consolidated statements of operations. The resulting translation adjustments are reported under other comprehensive income as a component of shareholders’ equity. Reportable Segment The Company has one reportable segment. The Company’s activities are interrelated and each activity is dependent upon and supportive of the other. Accordingly, all significant operating decisions are based on analysis of financial products provided as a single global business. Revenue Recognition The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is reasonably assured. In instances where final acceptance of the product is specified by the customer, revenue is deferred until all acceptance criteria have been met. The Company accrues for warranty costs, sales returns, and other allowances based on its historical experience. Research and Development Research and development expenses include payroll, employee benefits, and other headcount-related expenses associated with product development. Research and development expenses also include third-party development and programming costs, localization costs incurred to translate software for international markets, and the amortization of purchased software code and services content. Such costs related to software development are included in research and development expense until the point that technological feasibility is reached. Research and development is expensed and is included in operating expenses. Income Taxes The Company utilizes the liability method of accounting for income tax. Under the liability method, deferred income tax assets and liabilities are provided based on the difference between the financial statements and tax basis of assets and liabilities measured by the current enacted tax rates in effect for the years in which these differences are expected to reverse. The Company has adopted accounting standards for the accounting for uncertain income taxes. These standards provide guidance for the accounting and disclosure about uncertain tax positions taken. Management believes that all of the positions taken in its federal and states income tax returns are more likely than not to be sustained upon examination. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable and other receivables arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company has a diversified customer base, most of which are in Canada, United States and the United Kingdom. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited. Risks and Uncertainties The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history, foreign currency exchange rates and the volatility of public markets. Contingencies Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed. Cash and Cash Equivalents Cash and equivalents include cash in hand and cash in demand deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. At December 31, 2016 and 2015, there were no uninsured balances for accounts in Canada, the United States and the United Kingdom. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts. Accounts Receivable All accounts receivable are due thirty (30) days from the date billed. If the funds are not received within thirty (30) days the customer is contacted to arrange payment. The Company uses the allowance method to account for uncollectable accounts receivable. The allowance for doubtful accounts as of December 31, 2016 and 2015 was $47,289 and $14,368, respectively. Financing Receivables and Guarantees The Company provides financing arrangements, including operating leases and financed service contracts for certain qualified customers. Lease receivables primarily represent sales-type and direct-financing leases. Leases typically have two- to three-year terms and are collateralized by a security interest in the underlying assets. The Company makes an allowance for uncollectible financing receivables based on a variety of factors, including the risk rating of the portfolio, macroeconomic conditions, historical experience, and other market factors. At December 31, 2016 and 2015 management determined that there was no allowance necessary. The Company also provides financing guarantees, which are generally for various third-party financing arrangements to channel partners and other customers. The Company could be called upon to make payment under these guarantees in the event of nonpayment to the third party. Advertising Costs The Company expenses all advertising costs as incurred. Advertising costs were $221,868 and $354,936 for the years ended December 31, 2016 and 2015, respectively. Inventory Inventories are valued at the lower of cost (determined on a weighted average basis) or market. Management compares the cost of inventories with the market value and allowance is made to write down inventories to market value, if lower. As of December 31, 2016 and 2015, inventory only consisted of finished goods. Fixed Assets Fixed assets are stated at cost and depreciated using the straight-line method over the shorter of the estimated useful life of the asset or the lease term. The estimated useful lives of our property and equipment are generally as follows: Rental equipment: Tag 5-year useful life Touch/Text 5-year useful life Office furniture and equipment 5-year useful life Computer equipment 3-year useful life As of December 31, 2016 and 2015, fixed assets consisted of the following: December 31, 2016 December 31, 2015 Furniture and equipment $ 20,838 $ 20,216 Computer equipment 23,317 24,695 Accumulated depreciation (39,414 ) (37,940 ) $ 4,741 $ 6,971 As of December 31, 2016 and 2015, leased equipment consisted of the following: December 31, 2016 December 31, 2015 Tags $ 122,935 $ 141,400 Text 27,171 26,195 Touch 22,507 20,386 Accumulated Depreciation (129,850 ) (82,455 ) $ 42,763 $ 105,526 As of December 31, 2016 and 2015, total depreciation expense was $49,664 and $49,463 for the fixed assets and leased equipment, respectively. Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash and equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. ASC Topic 820, “ Fair Value Measurements and Disclosures Financial Instruments Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. The Company analyzes all financial instruments with features of both liabilities and equity under ASC Topic 480, “ Distinguishing Liabilities from Equity Derivatives and Hedging As of December 31, 2016 and 2015, the Company did not identify any assets and liabilities that are required to be presented on the balance sheet at fair value. Basic and Diluted Net Loss per Common Share Basic and diluted net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Our potentially dilutive shares, which include outstanding convertible loans and notes, have not been included in the computation of diluted net loss per share attributable to common stockholders for all periods presented, as the results would be antidilutive. Such potentially dilutive shares are excluded when the effect would be to reduce net loss per share. The following table sets forth the computation of basic and diluted earnings per share for the year ended December 31, 2016 and 2015: December 31, 2016 December 31, 2015 Net loss attributable to DSG Global Inc. $ (2,306,249 ) $ (2,092,184 ) Net loss per share Basic and Diluted: Basic $ (0.076 ) $ (0.081 ) Diluted $ (0.076 ) $ (0.081 ) Weighted average number of shares used in computing basic and diluted net loss per share: Basic 30,291,187 25,965,534 Diluted 30,291,187 25,965,534 Intangible Assets The Company records identifiable intangible assets at fair value on the date of acquisition and evaluates the useful life of each asset. Finite-lived intangible assets primarily consist of software development capitalized. Finite-lived intangible assets are amortized on a straight-line basis and are tested for recoverability if events or changes in circumstances indicate that their carrying amounts may not be recoverable. These intangibles have useful lives ranging from 1 to 20 years. Stock-Based Compensation We recognize all share-based payments to employees and to non-employee directors as compensation for service on our board of directors as compensation expense in the consolidated financial statements based on the fair values of such payments. Stock-based compensation expense recognized each period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. We record compensation expense based on the fair value of the award at the reporting date. The awards to consultants and other third-parties are then revalued, or the total compensation is recalculated based on the then current fair value, at each subsequent reporting date. Recently Issued Accounting Pronouncements For fiscal years beginning after December 15, 2016 In April 2016, the FASB issued ASC 2016-10 “ Revenue from Controls with Customers (Topic 606) – Identifying Performance Obligations and Licensing” In March 2016, the FASB issued ASC 2016-09, “ Compensation – Stock Compensation (Topic 718) – Improvements to Employee Share-Based Payment Accounting In November 2015, the FASB issued ASC 2015-17 “ Income Taxes (Topic 740) – Balance Sheet Classification of Deferred Taxes” In August 2014, the FASB issued ASC 2014-15 “ Presentation of Financial Statements – Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” In July 2015, the FASB issued ASC 2015-11 “ Inventory (Topic 330) – Simplifying the Measurement of Inventory” For fiscal years beginning after December 15, 2017 In August 2016, the Financial Accounting Standards Board (“FASB”) issued ASC 2016-15 “ Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments” In January 2016, the FASB issued ASC 2016-01 “ Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Liabilities” For fiscal years beginning after December 15, 2018 In February 2016, the FASB issued ASC 2016-02 “ Leases (Topic 842)” The Company is currently evaluating the impact of the above standards on their consolidated financial statements. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3 – GOING CONCERN As reflected in the accompanying financial statements, the Company had an accumulated deficit of $27,013,446 as of December 31, 2016 and had a net loss of $2,768,659 for the year ended December 31, 2016. While the Company is attempting to grow revenues, improve margins and lower costs, the Company’s cash position may not be sufficient to support the Company’s daily operations. Management is seeking to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Accounts Receivable, Net | Note 4 – ACCOUNTS RECEIVABLE, NET As of December 31, 2016 and 2015, accounts receivable consists of the following: December 31, 2016 December 31, 2015 Accounts receivables $ 137,327 $ 87,580 Allowance for bad debt (47,289 ) (14,368 ) Total accounts receivables, net $ 90,038 $ 73,212 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2016 | |
Other Assets [Abstract] | |
Other Assets | Note 5 – OTHER ASSETS Other assets consist of the following as of December 31, 2016 and 2015: December 31, 2016 December 31, 2015 GST/VAT Receivable $ - $ 26,902 $ - $ 26,902 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 6 – INTANGIBLE ASSETS Intangible assets consist of the following of December 31, 2016 and 2015: December 31, 2016 December 31, 2015 Intangible Asset - Patents $ 21,253 $ 20,473 Accumulated Amortization (4,673 ) (3,489 ) $ 16,580 $ 16,984 The estimated useful life of the Patent is twenty years. Patents are amortized on a straight-line basis. As of December 31, 2016, $4,673 has been amortized. |
Trade and Other Payables
Trade and Other Payables | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Trade and Other Payables | Note 7 – TRADE AND OTHER PAYABLES As of December 31, 2016 and 2015, trade and other payables consist of the following: December 31, 2016 December 31, 2015 Accounts payable $ 940,722 $ 742,256 Accrued expenses 388,331 35,113 Accrued interest 1,222,151 622,903 Other liabilities 17,588 28,237 Total payables $ 2,568,792 $ 1,428,509 |
Loans Payable
Loans Payable | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Loans Payable | Note 8 – LOANS PAYABLE As of December 31, 2016 and 2015, loans payable consisted of the following: December 31, 2016 December 31, 2015 Unsecured, due on demand, interest 15% per annum $ 186,192 $ 180,635 Unsecured, due on demand, interest 36% per annum 45,548 50,502 Unsecured, loan payable, interest 18% per annum 317,500 315,000 Unsecured, loan payable, fee for services payable on the original loan amount of 5% by May 6, 2016, 10% payable by June 5, 2016, or 20% payable by July 5, 2016 67,029 - Unsecured, loan payable, interest 10% per annum, with a minimum interest amount of $25,000, due July 22, 2016. 250,000 - Total $ 866,269 $ 546,137 Current portion 866,269 546,137 Long term portion - - Total $ 866,269 $ 546,137 |
Convertible Loans
Convertible Loans | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Loans | Note 9 – CONVERTIBLE LOANS As of December 31, 2016 and 2015, convertible loans payable consisted of the following: Convertible Loans December 31, 2016 December 31, 2015 Unsecured, interest 15.2% per annum, from equity investment, mature from February 28, 2015 to December 31, 2015. Principal is repayable in cash or Tags units. Convertible at the average closing price of the 120 days period prior to conversion date $ 916,905 $ 889,543 Unsecured, interest 10% per annum. Principal plus interest repayable in cash or common shares due on demand. Convertible at $1.75 per share 250,000 250,000 Unsecured, interest 2% per month. Principal plus interest repayable in cash or common shares. Due 45 days from August 5, 2016 or upon filing of registration statement, convertible at $0.27 per share 150,000 - Senior secured, interest 8% per annum. Repayable in cash or common shares at the lower of (i) twelve cents ($0.12) and (ii) the closing sales price of the Common Stock on the date of conversion. (1) 261,389 - Less: debt discount (1) (179,333 ) - Total $ 1,398,961 $ 1,139,543 Current portion 1,398,961 1,139,543 Long term portion $ - $ - Convertible Loans to Related Party December 31, 2016 December 31, 2015 Unsecured, interest 5% per annum, matures March 30, 2016, and is convertible at $1.25/per share $ 310,000 $ 310,000 Unsecured, 8% annual rate for one month; if not paid by July 16, 2016, 4% per month thereafter; convertible at $0.08 per share. 29,791 - Total current portion $ 339,791 $ 310,000 Securities Purchase Agreement – Coastal Investment (1) The fair market value of the potential derivative liability was $365,944, recorded as of December 31, 2016, and was calculated using the binomial method with a volatility rate of 171% and discount interest rate of 0.62%. Derivative liability applied as discount on the notes was $145,000 and is being amortized over the life of the notes. Under the agreements, the Company has the right to redeem $62,500 and $40,000 of the notes in consideration of $1 each at any time prior to the maturity date in the event that the $138,888.89 Note is exchanged or converted into a revolving credit facility with Coastal Investment, whereupon the two $10,000 convertible note balances shall be rolled into such credit facility. |
Payable to Shareholder
Payable to Shareholder | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Payable to Shareholder | Note 10 – PAYABLE TO SHAREHOLDER On October 1, 2015, the Company converted the debt of $149,766 payable to a shareholder and former director of the Company that is unsecured and carries no interest. The debt was converted into shares of the Company’s common stock at a conversion price equal to the price at which the Company sells shares of common stock in its next equity financing. |
Mezzanine Equity
Mezzanine Equity | 12 Months Ended |
Dec. 31, 2016 | |
MEZZANINE EQUITY | |
Mezzanine Equity | Note 11 – MEZZANINE EQUITY DSG TAG has 150,000,000 shares of undesignated preferred stock authorized, each having a par value of $0.001 as of December 31, 2016 and 2015. DSG TAG designated 5,000,000 shares as Series A Convertible Preferred Stock (“Series A Shares”) and issued 4,309,384 Series A Shares to a company controlled by a director of DSG TAG for conversion of its debt of $5,386,731 on October 24, 2014. The Series A Shares have no general voting rights and carry a 5% per annum interest rate. Series A Shares that are converted to common shares are entitled to the same voting rights as other common shareholders. At any time on or after the issuance date any holder of Series A Shares may convert to common stock based on predetermined conversion price of $1.25 per share. The preferred shares are recorded in the consolidated financial statements as non-controlling interest. The Series A Shares were not exchanged for securities of DSG Global, Inc. as part of the Share Exchange Agreement. The Series A Shares are subject to a redemption obligation pursuant to which the Company must redeem at a price of $1.25 per share, 900,000 Series A Shares ($1,250,000) by May 1, 2016, an additional 900,000 Series A Shares ($1,250,000) by June 1, 2016, and the remaining 2,509,384 Series A Shares ($3,136,730) by July 1, 2016. As of December 31, 2016, 80,000 preferred shares were purchased by an unrelated third-party and exchanged for 80,000 shares of common stock of DSG Global, Inc. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Deficit | Note 12 – STOCKHOLDERS’ DEFICIT Common Stock The Company has 125,000,000 shares of common stock authorized, each having a par value of $0.001, as of December 31, 2016 and 2015. According to the Share Exchange Agreement dated April 13, 2015, we agreed to acquire not less than 75% and up to 100% of the issued and outstanding common shares of DSG TAG in exchange for the issuance to the subscribing shareholders of up to 20,000,000 shares of our common stock on the basis of 1 common share of DSG Global, Inc. for 5.4935 common shares of DSG TAG. The Company also issued an additional 179,823 common shares to a director of DSG TAG to meet debt agreement obligations. There were 30,291,187 and 30,291,187 shares of common stock of the Company issued and outstanding as of December 31, 2016 and 2015, respectively. Each share of common stock is entitled to one (1) vote. Non-controlling Interest DSG TAG has 150,000,000 shares of undesignated preferred stock authorized, each having a par value of $0.001 as of December 31, 2015 and 2014. DSG TAG designated 5,000,000 shares as Series A Convertible Preferred Stock (“Series A Shares”) and issued 4,309,384 Series A Shares to a company controlled by a director of DSG TAG for conversion of its debt of $5,386,731 on October 24, 2014. The Series A Shares were not exchanged for securities of DSG Global, Inc. as part of the Share Exchange Agreement. Noncontrolling interest as of December 31, 2016 and 2015 was $1,099,140 or 16.18% and $660,771 or 16.18%, respectively. |
Stock Options and Warrants
Stock Options and Warrants | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Options and Warrants | Note 13 – STOCK OPTIONS AND WARRANTS Stock Compensation to employees and officers On March 1, 2013, the Company extended warrants issued in 2008 to five employees and officers that were to expire on March 31, 2013 to December 31, 2016. The Company issued warrants to these individuals to purchase an aggregate of 7,006,098 shares of common stock. The warrants had an exercise price of $0.23 per share. The fair value of the warrants at the time they were extended was estimated at $769,760 using a Black-Scholes model with the following assumptions: expected volatility of 17%, risk free interest of 0.38%, expected life of 3 years and no dividends. The fair value of the warrants were recorded as equity and compensation expense. On January 18, 2015, DSG TAG cancelled 5,913,898 of the warrants. The remaining 1,092,200 warrants expired as of December 31, 2016. Stock Warrant for Convertible Loan In connection with the extension of a convertible loan for $2,614,268, DSG TAG issued warrants to the convertible loan holder to purchase an aggregate of 546,100 shares of common stock of DSG TAG. The warrants had an exercise price of $0.23 per share and an expiration date of December 31, 2016. The fair value of the warrants was estimated at $112,596 using a Black-Scholes model with the following assumptions: expected volatility of 15%, risk free interest of 0.68%, expected life of 3 years and no dividends. The fair value of the warrants was recorded as equity and a debt discount and was amortized to interest expense over the term of the loan. The final debt discount balance as of December 31, 2013 was $96,724. The convertible loan was converted into equity in September 2014 at which time the remaining unamortized debt discount of $69,233 was expensed. On January 18, 2015, the warrants were cancelled. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14 – RELATED PARTY TRANSACTIONS On March 31, 2015, the Company entered into an agreement with a marketing firm that is owned by one of the directors of the Company. The terms included cash payment of $17,500 and a note in the amount of $310,000, with 5% interest per annum, convertible at the election of the holder into 248,000 shares of Common Stock of DSG Global, Inc. at a price of $1.25 per share, maturing on March 30, 2016. As of December 31, 2016, it was estimated that approximately 90% of the marketing services related to the agreement have been provided and we have therefore expensed $280,000 and the remaining $30,000 is recorded as a prepaid deposit. As of March 31, 2016, the Director of the Company has filed a lawsuit for payment of the convertible note and the Company has countersued for failure to provide services as obligated as per the agreement. (See Note 17). A shareholder and former director of the Company is owed $149,766. On May 6, 2015 upon the closing of the Share Exchange Agreement, the director resigned. On October 1, 2015, the parties agreed to convert this debt into shares of the Company’s common stock at a conversion price equal to the price at which the Company sells shares of common stock in its next equity financing. The $149,766 was converted to 85,580 shares at $1.75 USD per share on October 1, 2015. On June 16, 2016, a convertible loan was received from a related party in the amount of $29,791. Interest is 8% annual rate for one month and 4% monthly rate thereafter if not paid by July 16, 2016. The note is convertible at $0.08 per share. (See Note 9). Amount due to and from related party at December 31, 2016 and 2015 was $(1,526) and $91,727, respectively. The amounts consist of advances to a director and officer of the Company. These amounts are unsecured, non-interest bearing and due on demand. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Note 15 – INCOME TAX For the years ended December 31, 2016 and 2015, there is $nil and $nil current and deferred income tax expense, respectively, reflected in the Statement of Operations. The following are the components of income before income tax reflected in the Statement of Operations for the years ended December 31, 2016 and 2015: Component of Loss Before Income Tax and Noncontrolling Interest December 31, 2016 December 31, 2015 Loss before income tax and noncontrolling interest $ (2,768,659 ) $ (2,497,146 ) Income Tax $ - $ - Effective tax rate 0 % 0 % Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating the ability to recover the deferred tax assets within the jurisdiction from which they arise, the Company considered all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In projecting future taxable income, the Company began with historical results adjusted for changes in accounting policies and incorporates assumptions including the amount of future pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimate the Company are using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, the Company consider three years of cumulative operating income (loss). As of December 31, 2016, the Company had net operating losses, or NOLs, of approximately $27 million to offset future taxable income in Canada and the United Kingdom. The deferred tax assets at December 31, 2016 were fully reserved. Management believes it is more likely than not that these assets will not be realized in the near future. |
Geographic Segment Information
Geographic Segment Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Geographic Segment Information | Note 16 – GEOGRAPHIC SEGMENT INFORMATION As a result of the reverse merger on May 6, 2015, the Company operates in three regions: Canada, United Kingdom and the United States of America. All inter-company transactions are eliminated in consolidation. Prior to the merger, the Company operated in two regions. For the years ended December 31, 2016 and 2015, geographic segment information is as follows: For the Year Ended December 31, 2016 Canada United Kingdom United States Elimination Consolidated Revenue $ 922,654 $ 258,054 - $ (10,772 ) $ 1,169,936 Cost of Revenue 397,095 127,315 - (10,772 ) 513,638 Total Expenses 2,004,848 322,356 14,830 2,342,035 Other Income (Expenses) (989,743 ) (33,843 ) (1,137 ) (1,024,723 ) Noncontrolling Interest 462,410 - - 462,410 Net (Loss) Income (2,064,821 ) (225,461 ) (15,967 ) (2,306,249 ) Assets 222,634 16,444 51,693 (200,139 ) 290,771 Liabilities 5,456,349 339,374 11,738 (200,139 ) 5,807,461 For the Year Ended December 31, 2015 Canada United Kingdom United States Elimination Consolidated Revenue $ 1,686,990 $ 481,555 - $ (256,610 ) $ 1,911,935 Cost of Revenue 1,085,877 310,798 - (256,610 ) 1,140,065 Total Expenses 2,332,014 282,339 (3,991 ) - 2,610,362 Other Income (Expenses) (653,613 ) (7,170 ) 2,129 - (658,654 ) Noncontrolling Interest 404,962 - - - 404,962 Net (Loss) Income (1,979,552 ) (118,752 ) 6,120 - (2,092,184 ) Assets 797,904 81,641 70,776 (163,005 ) 787,316 Liabilities 3,578,182 227,547 14,855 (163,005 ) 3,657,579 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 17 – COMMITMENTS AND CONTINGENCIES Lease Obligations The Company leases offices in Canada under a renewable operating lease which originally expired on April 30, 2016, following which the term of the lease is month to month, with 30 days’ notice to terminate. If no agreement is signed, the Landlord reserves the right to terminate the Lease on March 31, 2016. On April 7, 2016, the Company signed an additional two-month extension on the current lease with a term of May 1, 2016 to July 31, 2016. During the year ended December 31, 2016, the lease was extended and will expire on January 31, 2017. On February 15, 2017, an additional six-month extension on the lease was signed with the term beginning on February 1, 2017 and ending on July 31, 2017. The annual rent for the premises in Canada is approximately $66,000. For the years ended December 31, 2016 and 2015, the aggregate rental expense was CAD $92,825 and CAD $82,531, respectively. Rent expense included other amounts paid in Canada and the United Kingdom for warehouse storage and offices on a month-to-month or as-needed basis. The Company signed an operating lease agreement through National Leasing for a photocopier. The lease terms are for 60 months commencing on May 22, 2015 and ending April 22, 2020 with a monthly lease payment of approximately $183. The following table summarizes our future minimum payments under these arrangements as of December 31, 2016: December 31: 2017 2,200 2018 2,200 2019 2,200 2020 917 $ 7,517 Product Warranties The Company’s product warranty costs are part of its cost of sales based on associated material product costs, labor costs for technical support staff, and associated overhead. The products sold are generally covered by a warranty for a period of one year. As of December 31, 2016, the Company has set up a reserve for future warranty costs of $111,715. The Company’s past experience with warranty related costs was used as a basis for the reserve. Prior to December 31, 2015 the Company expensed warranty costs as incurred. The warranty expense incurred was $202,393 and $325,820 (including set up of $111,715 reserve) for the years ended December 31, 2016 and 2015, respectively. In the normal course of business, the Company indemnifies other parties, including customers, lessors, and parties to other transactions with the Company, with respect to certain matters. The Company has agreed to hold the other parties harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made against certain parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. In addition, the Company has entered into indemnification agreements with its officers and directors, and the Company’s bylaws contain similar indemnification obligations to the Company’s agents. It is not possible to determine the maximum potential amount under these indemnification agreements due to the Company’s limited history with prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made by the Company under these agreements have not had a material effect on the Company’s operating results, financial position, or cash flows. |
Legal Matters
Legal Matters | 12 Months Ended |
Dec. 31, 2016 | |
Loss Contingency [Abstract] | |
Legal Matters | Note 18 – LEGAL MATTERS On December 30, 2012, a corporation filed an action against the Company in the United States courts claiming patent infringement. On March 8, 2013, the parties agreed to a settlement, with the Company admitting no wrongdoing, in the amount of $125,000. The settlement is to be paid over an 18-month period in equal installments of $7,500 with annual interest at a rate of 8%. The Company has accrued all liabilities related to this matter in the financial statements. On June 4, 2015, a shareholder of the Company’s subsidiary filed a lawsuit to recover a loan of CAD$100,000 which was made on October 16, 2012 and was due on July 16, 2013 with accrued interest. A response to the claim was submitted on June 29, 2015. On August 13, 2015, a settlement was reached between both parties to pay the loan amount remaining plus interest, for a total of $119,700. In addition, the shareholder’s outstanding shares of DSG TAG were converted into 18,422 shares of common stock of DSG Global, Inc. on October 22, 2015. On February 16, 2016, a new agreement was reached after a breach of the settlement agreement dated August 13, 2015. DSG TAG defaulted on the settlement agreement and both parties agreed to new terms. The balance owing on February 16, 2106 was CAD$86,780 payable ratably over 16 months. The shareholder’s loan and accrued interest is appropriately recorded in these financial statements. A Director of the Company, representing their company Adore Creative Agency Inc. (Adore), has filed a notice of default on March 31, 2016, in regard to the related party convertible note on the financial statements of DSG TAG. The note was issued in lieu of marketing services and has a maturity date of March 31, 2016. DSG TAG has countersued Adore for failure to provide services as obligated under the terms and agreement of the convertible note, and in addition for damages as a result. On September 7, 2016, Chetu Inc. has filed a Complaint for Damage in Florida to recover unpaid invoice amount of $27,335 plus interest of $4,939. The invoice was not paid due to a dispute that DSG TAG did not think that vendor had delivered the service according to the agreement between the two parties. On October 17, 2016, the Supreme Court of British Columbia made an order in relating to the above discussed lawsuit from a shareholder to recover a loan of CAD$100,000. DSG TAG was ordered to repay the remaining loan plus costs in the amount of $77,589 to the shareholder in 14 monthly payments of $5,500 each plus $589 at the 15th month, starting February 15, 2017. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 19 – SUBSEQUENT EVENTS Management has evaluated events subsequent to the year ended December 31, 2016 through April 28, 2017 for transactions and other events that may require adjustment of and/or disclosure in such financial statements. On December 21, 2016, the Company entered into a convertible note agreement for the principal amount of $74,500. The terms are payable at the date of maturity, December 21, 2017, together with interest of 12% per annum. Interest will be accrued and payable at the time of promissory note repayment. The Holder shall have the right to convert all or any part of the outstanding and unpaid principal amount into fully paid and non-assessable shares of Common Stock at a conversion price equal to the lessor of (i) the closing sale price of the Common Stock on the Principal Market on the Trading Day immediately preceding the Closing Date, and (ii) 50% of the lowest sale price for the Common Stock on the Principal Market during the twenty five (25) consecutive Trading Days immediately preceding the Conversion Date. As of December 31, 2016, this convertible note was still outstanding to be received. In January 2017, the funds from this note were received by the Company and the liability recorded. On January 3, 2017, the Company entered into an investor relations agreement with Chesapeake Group Inc., to assist the Company in all phases of investor relations including broker/dealer relations. The contract will commence on January 3, 2017 and end on July 2, 2017. In consideration for the agreement, the Company is committed to providing 1,800,000 restricted common shares within 10 days of the agreement, plus an additional 450,000 restricted common shares representing a monthly fee of $3,750. These restricted common shares are to be issued in monthly installments of 75,000 restricted common shares on the 2 nd On January 18, 2017, the Company issued a convertible promissory note in the principal amount of $75,000. The terms are payable at the date of maturity, October 18, 2017, together with interest of 12% per annum. Interest will be accrued and payable at the time of promissory note repayment. The Holder shall have the right to convert all or any part of the outstanding and unpaid principal amount into fully paid and non-assessable shares of Common Stock at a conversion price equal to the lessor of (i) 60% multiplied by the lowest Trading Price (representing a discount rate of 40%) during the previous twenty five (25) Trading Day period ending on the latest complete Trading Day prior to the date of this Note and (ii) the Variable Conversion Price which means 50% multiplied by the lowest Trading Price (representing a discount rate of 50%) during the previous twenty five (25) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. On March 15, 2017, the Company entered into a Securities Purchase Agreement, pursuant to which the Company agreed to issue 500,000 common shares of the Company at a price of $0.10 per share for aggregate consideration of $50,000. On April 3, 2017, the Company issued a convertible promissory note in the principal amount of $110,000. The terms are payable at the date of maturity, October 3, 2017, together with interest of 10% per annum. Interest will be accrued and payable at the time of promissory note repayment. In connection with the issuance of this convertible promissory note, the Borrower shall issue 550,000 shares of common stock as a commitment fee provided, however, these shares must be returned if the Note is fully repaid and satisfied prior to the date which is 180 days following the issuance. The Holder shall have the right to convert all or any part of the outstanding and unpaid principal amount into fully paid and non-assessable shares of Common Stock at a conversion price equal to the lessor of (i) 55% multiplied by the lowest Trading Price (representing a discount rate of 45%) during the previous twenty five (25) Trading Day period ending on the latest complete Trading Day prior to the date of this Note and (ii) the Alternate Conversion Price which means 55% multiplied by the lowest Trading Price (representing a discount rate of 50%) during the previous twenty five (25) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. On February 15, 2017, DSG TAG has signed an additional six-month extension on the current lease at 214-5455 152 nd |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of DSG Global Inc. and its subsidiary DSG Tag Systems, Inc. and its wholly owned subsidiary DSG Tag Systems International, Ltd., collectively referred to as the Company. All material intercompany accounts, transactions and profits were eliminated in consolidation. |
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 reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period they are determined. |
Exchange (Loss) Gain | Exchange (Loss) Gain During the years ended December 31, 2016 and 2015, the transactions of the Company and its subsidiary were denominated in foreign currencies and were recorded in Canadian dollar (CAD), or British Pounds (GBP), at the rates of exchange in effect when the transactions occurred. Exchange gains and losses are recognized for the different foreign exchange rates applied when the foreign currency assets and liabilities are settled. |
Foreign Currency Translation and Comprehensive (Loss) Income | Foreign Currency Translation and Comprehensive (Loss) Income The accounts of the Company and its subsidiary were maintained, and its financial statements were expressed, in CAD and GBP. Such financial statements were translated into United States dollars (USD) with the CAD or GBP as the functional currency. All assets and liabilities were translated at the exchange rate at the balance sheet date, stockholders’ deficit is translated at the historical rates and income statement items are translated at the average exchange rate for the period. Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the consolidated statements of operations. The resulting translation adjustments are reported under other comprehensive income as a component of shareholders’ equity. |
Reportable Segment | Reportable Segment The Company has one reportable segment. The Company’s activities are interrelated and each activity is dependent upon and supportive of the other. Accordingly, all significant operating decisions are based on analysis of financial products provided as a single global business. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is reasonably assured. In instances where final acceptance of the product is specified by the customer, revenue is deferred until all acceptance criteria have been met. The Company accrues for warranty costs, sales returns, and other allowances based on its historical experience. |
Research and Development | Research and Development Research and development expenses include payroll, employee benefits, and other headcount-related expenses associated with product development. Research and development expenses also include third-party development and programming costs, localization costs incurred to translate software for international markets, and the amortization of purchased software code and services content. Such costs related to software development are included in research and development expense until the point that technological feasibility is reached. Research and development is expensed and is included in operating expenses. |
Income Taxes | Income Taxes The Company utilizes the liability method of accounting for income tax. Under the liability method, deferred income tax assets and liabilities are provided based on the difference between the financial statements and tax basis of assets and liabilities measured by the current enacted tax rates in effect for the years in which these differences are expected to reverse. The Company has adopted accounting standards for the accounting for uncertain income taxes. These standards provide guidance for the accounting and disclosure about uncertain tax positions taken. Management believes that all of the positions taken in its federal and states income tax returns are more likely than not to be sustained upon examination. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable and other receivables arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company has a diversified customer base, most of which are in Canada, United States and the United Kingdom. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited. |
Risks and Uncertainties | Risks and Uncertainties The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history, foreign currency exchange rates and the volatility of public markets. |
Contingencies | Contingencies Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and equivalents include cash in hand and cash in demand deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. At December 31, 2016 and 2015, there were no uninsured balances for accounts in Canada, the United States and the United Kingdom. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts. |
Accounts Receivable | Accounts Receivable All accounts receivable are due thirty (30) days from the date billed. If the funds are not received within thirty (30) days the customer is contacted to arrange payment. The Company uses the allowance method to account for uncollectable accounts receivable. The allowance for doubtful accounts as of December 31, 2016 and 2015 was $47,289 and $14,368, respectively. |
Financing Receivables and Guarantees | Financing Receivables and Guarantees The Company provides financing arrangements, including operating leases and financed service contracts for certain qualified customers. Lease receivables primarily represent sales-type and direct-financing leases. Leases typically have two- to three-year terms and are collateralized by a security interest in the underlying assets. The Company makes an allowance for uncollectible financing receivables based on a variety of factors, including the risk rating of the portfolio, macroeconomic conditions, historical experience, and other market factors. At December 31, 2016 and 2015 management determined that there was no allowance necessary. The Company also provides financing guarantees, which are generally for various third-party financing arrangements to channel partners and other customers. The Company could be called upon to make payment under these guarantees in the event of nonpayment to the third party. |
Advertising Costs | Advertising Costs The Company expenses all advertising costs as incurred. Advertising costs were $221,868 and $354,936 for the years ended December 31, 2016 and 2015, respectively. |
Inventory | Inventory Inventories are valued at the lower of cost (determined on a weighted average basis) or market. Management compares the cost of inventories with the market value and allowance is made to write down inventories to market value, if lower. As of December 31, 2016 and 2015, inventory only consisted of finished goods. |
Fixed Assets | Fixed Assets Fixed assets are stated at cost and depreciated using the straight-line method over the shorter of the estimated useful life of the asset or the lease term. The estimated useful lives of our property and equipment are generally as follows: Rental equipment: Tag 5-year useful life Touch/Text 5-year useful life Office furniture and equipment 5-year useful life Computer equipment 3-year useful life As of December 31, 2016 and 2015, fixed assets consisted of the following: December 31, 2016 December 31, 2015 Furniture and equipment $ 20,838 $ 20,216 Computer equipment 23,317 24,695 Accumulated depreciation (39,414 ) (37,940 ) $ 4,741 $ 6,971 As of December 31, 2016 and 2015, leased equipment consisted of the following: December 31, 2016 December 31, 2015 Tags $ 122,935 $ 141,400 Text 27,171 26,195 Touch 22,507 20,386 Accumulated Depreciation (129,850 ) (82,455 ) $ 42,763 $ 105,526 As of December 31, 2016 and 2015, total depreciation expense was $49,664 and $49,463 for the fixed assets and leased equipment, respectively. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash and equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. ASC Topic 820, “ Fair Value Measurements and Disclosures Financial Instruments Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. The Company analyzes all financial instruments with features of both liabilities and equity under ASC Topic 480, “ Distinguishing Liabilities from Equity Derivatives and Hedging As of December 31, 2016 and 2015, the Company did not identify any assets and liabilities that are required to be presented on the balance sheet at fair value. |
Basic and Diluted Net Loss per Common Share | Basic and Diluted Net Loss per Common Share Basic and diluted net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Our potentially dilutive shares, which include outstanding convertible loans and notes, have not been included in the computation of diluted net loss per share attributable to common stockholders for all periods presented, as the results would be antidilutive. Such potentially dilutive shares are excluded when the effect would be to reduce net loss per share. The following table sets forth the computation of basic and diluted earnings per share for the year ended December 31, 2016 and 2015: December 31, 2016 December 31, 2015 Net loss attributable to DSG Global Inc. $ (2,306,249 ) $ (2,092,184 ) Net loss per share Basic and Diluted: Basic $ (0.076 ) $ (0.081 ) Diluted $ (0.076 ) $ (0.081 ) Weighted average number of shares used in computing basic and diluted net loss per share: Basic 30,291,187 25,965,534 Diluted 30,291,187 25,965,534 |
Intangible Assets | Intangible Assets The Company records identifiable intangible assets at fair value on the date of acquisition and evaluates the useful life of each asset. Finite-lived intangible assets primarily consist of software development capitalized. Finite-lived intangible assets are amortized on a straight-line basis and are tested for recoverability if events or changes in circumstances indicate that their carrying amounts may not be recoverable. These intangibles have useful lives ranging from 1 to 20 years. |
Stock-Based Compensation | Stock-Based Compensation We recognize all share-based payments to employees and to non-employee directors as compensation for service on our board of directors as compensation expense in the consolidated financial statements based on the fair values of such payments. Stock-based compensation expense recognized each period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. We record compensation expense based on the fair value of the award at the reporting date. The awards to consultants and other third-parties are then revalued, or the total compensation is recalculated based on the then current fair value, at each subsequent reporting date. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements For fiscal years beginning after December 15, 2016 In April 2016, the FASB issued ASC 2016-10 “ Revenue from Controls with Customers (Topic 606) – Identifying Performance Obligations and Licensing” In March 2016, the FASB issued ASC 2016-09, “ Compensation – Stock Compensation (Topic 718) – Improvements to Employee Share-Based Payment Accounting In November 2015, the FASB issued ASC 2015-17 “ Income Taxes (Topic 740) – Balance Sheet Classification of Deferred Taxes” In August 2014, the FASB issued ASC 2014-15 “ Presentation of Financial Statements – Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” In July 2015, the FASB issued ASC 2015-11 “ Inventory (Topic 330) – Simplifying the Measurement of Inventory” For fiscal years beginning after December 15, 2017 In August 2016, the Financial Accounting Standards Board (“FASB”) issued ASC 2016-15 “ Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments” In January 2016, the FASB issued ASC 2016-01 “ Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Liabilities” For fiscal years beginning after December 15, 2018 In February 2016, the FASB issued ASC 2016-02 “ Leases (Topic 842)” The Company is currently evaluating the impact of the above standards on their consolidated financial statements. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Property and Equipment | The estimated useful lives of our property and equipment are generally as follows: Rental equipment: Tag 5-year useful life Touch/Text 5-year useful life Office furniture and equipment 5-year useful life Computer equipment 3-year useful life |
Schedule of Fixed Assets | As of December 31, 2016 and 2015, fixed assets consisted of the following: December 31, 2016 December 31, 2015 Furniture and equipment $ 20,838 $ 20,216 Computer equipment 23,317 24,695 Accumulated depreciation (39,414 ) (37,940 ) $ 4,741 $ 6,971 |
Schedule of Leased Equipment | As of December 31, 2016 and 2015, leased equipment consisted of the following: December 31, 2016 December 31, 2015 Tags $ 122,935 $ 141,400 Text 27,171 26,195 Touch 22,507 20,386 Accumulated Depreciation (129,850 ) (82,455 ) $ 42,763 $ 105,526 |
Schedule of Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share for the year ended December 31, 2016 and 2015: December 31, 2016 December 31, 2015 Net loss attributable to DSG Global Inc. $ (2,306,249 ) $ (2,092,184 ) Net loss per share Basic and Diluted: Basic $ (0.076 ) $ (0.081 ) Diluted $ (0.076 ) $ (0.081 ) Weighted average number of shares used in computing basic and diluted net loss per share: Basic 30,291,187 25,965,534 Diluted 30,291,187 25,965,534 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounts Receivable, Net [Abstract] | |
Schedule of Accounts Receivables | As of December 31, 2016 and 2015, accounts receivable consists of the following: December 31, 2016 December 31, 2015 Accounts receivables $ 137,327 $ 87,580 Allowance for bad debt (47,289 ) (14,368 ) Total accounts receivables, net $ 90,038 $ 73,212 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Assets [Abstract] | |
Schedule of Other Assets | Other assets consist of the following as of December 31, 2016 and 2015: December 31, 2016 December 31, 2015 GST/VAT Receivable $ - $ 26,902 $ - $ 26,902 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following of December 31, 2016 and 2015: December 31, 2016 December 31, 2015 Intangible Asset - Patents $ 21,253 $ 20,473 Accumulated Amortization (4,673 ) (3,489 ) $ 16,580 $ 16,984 |
Trade and Other Payables (Table
Trade and Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Trade and Other Payables | As of December 31, 2016 and 2015, trade and other payables consist of the following: December 31, 2016 December 31, 2015 Accounts payable $ 940,722 $ 742,256 Accrued expenses 388,331 35,113 Accrued interest 1,222,151 622,903 Other liabilities 17,588 28,237 Total payables $ 2,568,792 $ 1,428,509 |
Loans Payable (Tables)
Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Loans Payable | As of December 31, 2016 and 2015, loans payable consisted of the following: December 31, 2016 December 31, 2015 Unsecured, due on demand, interest 15% per annum $ 186,192 $ 180,635 Unsecured, due on demand, interest 36% per annum 45,548 50,502 Unsecured, loan payable, interest 18% per annum 317,500 315,000 Unsecured, loan payable, fee for services payable on the original loan amount of 5% by May 6, 2016, 10% payable by June 5, 2016, or 20% payable by July 5, 2016 67,029 - Unsecured, loan payable, interest 10% per annum, with a minimum interest amount of $25,000, due July 22, 2016. 250,000 - Total $ 866,269 $ 546,137 Current portion 866,269 546,137 Long term portion - - Total $ 866,269 $ 546,137 |
Convertible Loans (Tables)
Convertible Loans (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Loans | Convertible Loans December 31, 2016 December 31, 2015 Unsecured, interest 15.2% per annum, from equity investment, mature from February 28, 2015 to December 31, 2015. Principal is repayable in cash or Tags units. Convertible at the average closing price of the 120 days period prior to conversion date $ 916,905 $ 889,543 Unsecured, interest 10% per annum. Principal plus interest repayable in cash or common shares due on demand. Convertible at $1.75 per share 250,000 250,000 Unsecured, interest 2% per month. Principal plus interest repayable in cash or common shares. Due 45 days from August 5, 2016 or upon filing of registration statement, convertible at $0.27 per share 150,000 - Senior secured, interest 8% per annum. Repayable in cash or common shares at the lower of (i) twelve cents ($0.12) and (ii) the closing sales price of the Common Stock on the date of conversion. (1) 261,389 - Less: debt discount (1) (179,333 ) - Total $ 1,398,961 $ 1,139,543 Current portion 1,398,961 1,139,543 Long term portion $ - $ - |
Schedule of Convertible Loans to Related Party | Convertible Loans to Related Party December 31, 2016 December 31, 2015 Unsecured, interest 5% per annum, matures March 30, 2016, and is convertible at $1.25/per share $ 310,000 $ 310,000 Unsecured, 8% annual rate for one month; if not paid by July 16, 2016, 4% per month thereafter; convertible at $0.08 per share. 29,791 - Total current portion $ 339,791 $ 310,000 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Component of Loss Before Income Tax and Non-controlling Interest | The following are the components of income before income tax reflected in the Statement of Operations for the years ended December 31, 2016 and 2015: Component of Loss Before Income Tax and Noncontrolling Interest December 31, 2016 December 31, 2015 Loss before income tax and noncontrolling interest $ (2,768,659 ) $ (2,497,146 ) Income Tax $ - $ - Effective tax rate 0 % 0 % |
Geographic Segment Information
Geographic Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Geographic Segment Information | For the years ended December 31, 2016 and 2015, geographic segment information is as follows: For the Year Ended December 31, 2016 Canada United Kingdom United States Elimination Consolidated Revenue $ 922,654 $ 258,054 - $ (10,772 ) $ 1,169,936 Cost of Revenue 397,095 127,315 - (10,772 ) 513,638 Total Expenses 2,004,848 322,356 14,830 2,342,035 Other Income (Expenses) (989,743 ) (33,843 ) (1,137 ) (1,024,723 ) Noncontrolling Interest 462,410 - - 462,410 Net (Loss) Income (2,064,821 ) (225,461 ) (15,967 ) (2,306,249 ) Assets 222,634 16,444 51,693 (200,139 ) 290,771 Liabilities 5,456,349 339,374 11,738 (200,139 ) 5,807,461 For the Year Ended December 31, 2015 Canada United Kingdom United States Elimination Consolidated Revenue $ 1,686,990 $ 481,555 - $ (256,610 ) $ 1,911,935 Cost of Revenue 1,085,877 310,798 - (256,610 ) 1,140,065 Total Expenses 2,332,014 282,339 (3,991 ) - 2,610,362 Other Income (Expenses) (653,613 ) (7,170 ) 2,129 - (658,654 ) Noncontrolling Interest 404,962 - - - 404,962 Net (Loss) Income (1,979,552 ) (118,752 ) 6,120 - (2,092,184 ) Assets 797,904 81,641 70,776 (163,005 ) 787,316 Liabilities 3,578,182 227,547 14,855 (163,005 ) 3,657,579 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Operating Lease Future Minimum Payment | The following table summarizes our future minimum payments under these arrangements as of December 31, 2016: December 31: 2017 2,200 2018 2,200 2019 2,200 2020 917 $ 7,517 |
Organization (Details Narrative
Organization (Details Narrative) - shares | Oct. 13, 2015 | Jul. 06, 2015 | May 06, 2015 | Apr. 13, 2015 | Oct. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Common stock, shares outstanding | 30,291,187 | 30,291,187 | |||||
Common stock, shares issued | 30,291,187 | 30,291,187 | |||||
Westergaard Holdings Ltd [Member] | Series A Convertible Preferred Stock [Member] | |||||||
Number of preferred stock held during period | 4,229,384 | ||||||
Share Exchange Agreement [Member] | |||||||
Percentage of common stock acquire | 100.00% | ||||||
Share Exchange Agreement [Member] | DSG TAG [Member] | |||||||
Percentage of acquire common stock description | As of October 13, 2015, an aggregate of 101,200 of the issued and outstanding shares of common stock of DSG TAG (less than 0.1%) has been converted by the last remaining shareholder of DSG TAG. | acquisition of approximately 75% (82,435,748 common shares) of the issued and outstanding common shares of DSG TAG | Pursuant to the terms of the share exchange agreement, we agreed to acquire not less than 75% and up to 100% of the issued and outstanding common shares in the capital stock of DSG TAG in exchange for the issuance to the selling shareholders of up to 20,000,000 shares of our common stock on the basis of 1 common share for 5.4935 common shares of DSG TAG. | ||||
Sale of stock during period | 10,957,212 | 4,921,303 | 15,185,875 | 20,000,000 | |||
Common stock conversion basis | common stock on the basis of 1 common share for 5.4935 common shares of DSG TAG. | ||||||
Percentage of common stock acquire | 75.00% | 100.00% | |||||
Number of common stock shares acquire | 27,035,175 | 82,435,748 | |||||
Common stock, shares outstanding | 101,200 | 109,572,123 | |||||
Common stock, shares issued | 101,200 | 109,572,123 | |||||
Share Exchange Agreement [Member] | Westergaard Holdings Ltd [Member] | |||||||
Sale of stock during period | 179,823 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended | |
Dec. 31, 2016USD ($)Segment | Dec. 31, 2015USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||
Number of reportable segments | Segment | 1 | |
Allowance for doubtful accounts | $ 47,289 | $ 14,368 |
Advertising costs | 221,868 | 354,936 |
Depreciation expense | $ 49,664 | $ 49,463 |
Minimum [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Lease terms | 2 years | |
Useful lives finite-lived intangible assets | 1 year | |
Maximum [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Lease terms | 3 years | |
Useful lives finite-lived intangible assets | 20 years |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Tag [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Estimated useful life of property and equipment | P5Y |
Touch/Text [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Estimated useful life of property and equipment | P5Y |
Office Furniture and Equipment [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Estimated useful life of property and equipment | P5Y |
Computer Equipment [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Estimated useful life of property and equipment | P3Y |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Schedule of Fixed Assets (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Summary Of Significant Accounting Policies [Line Items] | ||
Accumulated Depreciation | $ (39,414) | $ (37,940) |
Fixed assets, Net | 4,741 | 6,971 |
Furniture and Equipment [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Fixed assets, Gross | 20,838 | 20,216 |
Computer Equipment [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Fixed assets, Gross | $ 23,317 | $ 24,695 |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Schedule of Leased Equipment (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Summary Of Significant Accounting Policies [Line Items] | ||
Accumulated Depreciation | $ (129,850) | $ (82,455) |
Leased equipment, Net | 42,763 | 105,526 |
Tag [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Leased equipment, Gross | 122,935 | 141,400 |
Text [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Leased equipment, Gross | 27,171 | 26,195 |
Touch [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Leased equipment, Gross | $ 22,507 | $ 20,386 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies - Schedule of Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | ||
Net loss attributable to DSG Global Inc. | $ (2,306,249) | $ (2,092,184) |
Net loss per share, Basic | $ (0.076) | $ (0.081) |
Net loss per share, Diluted | $ (0.076) | $ (0.081) |
Weighted average number of shares used in computing basic and diluted net loss per share: Basic | 30,291,187 | 25,965,534 |
Weighted average number of shares used in computing basic and diluted net loss per share: Diluted | 30,291,187 | 25,965,534 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 27,013,446 | $ 24,707,197 |
Net loss | $ 2,768,659 | $ 2,497,146 |
Accounts Receivable, Net - Sche
Accounts Receivable, Net - Schedule of Accounts Receivables (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts Receivable, Net [Abstract] | ||
Accounts receivables | $ 137,327 | $ 87,580 |
Allowance for bad debt | (47,289) | (14,368) |
Total accounts receivables, net | $ 90,038 | $ 73,212 |
Other Assets - Schedule of Othe
Other Assets - Schedule of Other Assets (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Other Assets [Abstract] | ||
GST/VAT Receivable | $ 26,902 | |
Other assets total | $ 26,902 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - Patents [Member] | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 20 years |
Amortization method | straight-line basis |
Amortization of intangible assets | $ 4,673 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - Patents [Member] - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Asset - Patents Gross | $ 21,253 | $ 20,473 |
Accumulated Amortization | (4,673) | (3,489) |
Intangible Asset - Patents, net | $ 16,580 | $ 16,984 |
Trade and Other Payables - Sche
Trade and Other Payables - Schedule of Trade and Other Payables (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 940,722 | $ 742,256 |
Accrued expenses | 388,331 | 35,113 |
Accrued interest | 1,222,151 | 622,903 |
Other liabilities | 17,588 | 28,237 |
Total payables | $ 2,568,792 | $ 1,428,509 |
Loans Payable - Schedule of Loa
Loans Payable - Schedule of Loans Payable (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Line of Credit Facility [Line Items] | ||
Loans Payable Current | $ 866,269 | $ 546,137 |
Long term portion | ||
Total | 866,269 | 546,137 |
Unsecured Due On Demand Interest 15% Per Annum [Member] | ||
Line of Credit Facility [Line Items] | ||
Loans Payable Current | 186,192 | 180,636 |
Unsecured Due On Demand Interest 36% Per Annum [Member] | ||
Line of Credit Facility [Line Items] | ||
Loans Payable Current | 45,548 | 50,502 |
Unsecured Loan Payable Interest 18% Per Annum [Member] | ||
Line of Credit Facility [Line Items] | ||
Loans Payable Current | 317,500 | 315,000 |
Unsecured, Loan Payable, Fee for Services Payable [Member] | ||
Line of Credit Facility [Line Items] | ||
Loans Payable Current | 67,029 | |
Unsecured, Loan Payable, Interest 10% Per Annum, With a Minimum Interest Amount of $25,000, Due July 22, 2016 [Member] | ||
Line of Credit Facility [Line Items] | ||
Loans Payable Current | 250,000 | |
Unsecured, Loan Payable, Gross [Member] | ||
Line of Credit Facility [Line Items] | ||
Loans Payable Current | $ 866,269 | $ 546,137 |
Loans Payable - Schedule of L51
Loans Payable - Schedule of Loans Payable (Details) (Parentheticals) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Jun. 16, 2016 | Dec. 31, 2015 | |
Line of Credit Facility [Line Items] | |||
Interest per annum | 8.00% | ||
Unsecured Due On Demand Interest 15% Per Annum [Member] | |||
Line of Credit Facility [Line Items] | |||
Interest per annum | 15.00% | 15.00% | |
Unsecured Due On Demand Interest 36% Per Annum [Member] | |||
Line of Credit Facility [Line Items] | |||
Interest per annum | 36.00% | 36.00% | |
Unsecured Loan Payable Interest 18% Per Annum [Member] | |||
Line of Credit Facility [Line Items] | |||
Interest per annum | 18.00% | 18.00% | |
Unsecured Loan Payable One [Member] | |||
Line of Credit Facility [Line Items] | |||
Interest per annum | 5.00% | ||
Loan payable due date | May 6, 2016 | ||
Unsecured Loan Payable Two [Member] | |||
Line of Credit Facility [Line Items] | |||
Interest per annum | 10.00% | ||
Loan payable due date | Jun. 5, 2016 | ||
Unsecured Loan Payable Three [Member] | |||
Line of Credit Facility [Line Items] | |||
Interest per annum | 20.00% | ||
Loan payable due date | Jul. 5, 2016 | ||
Unsecured, Loan Payable, Interest 10% Per Annum, With a Minimum Interest Amount of $25,000, Due July 22, 2016 [Member] | |||
Line of Credit Facility [Line Items] | |||
Interest per annum | 10.00% | ||
Loan payable due date | Jul. 22, 2016 | ||
Minimum interest amount | $ 25,000 |
Convertible Loans - Schedule of
Convertible Loans - Schedule of Convertible Loans (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | |
Line of Credit Facility [Line Items] | |||
Total | $ 1,398,961 | $ 1,139,543 | |
Less: debt discount | [1] | (179,333) | |
Current portion | 1,398,961 | 1,139,543 | |
Long term portion | |||
Unsecured, Interest 15.2% Per Annum, From Equity Investment Mature From February 28, 2015 to December 31, 2015. Principal Repayable In Cash or Tags Units. Convertible At The Average Closing Price of The 120 Days Period Prior to Conversion Date [Member] | |||
Line of Credit Facility [Line Items] | |||
Total | 916,905 | 889,543 | |
Unsecured, Interest 10% Per Annum. Principal Plus Interest Repayable In Cash or Common Shares Due On Demand. Convertible at $1.75 Per Sahre [Member] | |||
Line of Credit Facility [Line Items] | |||
Total | 250,000 | 250,000 | |
Unsecured, Interest 2% Per Month. Principal Plus Interest Repayable in Cash or Common Shares. Due 45 Days From August 5, 2016 or Upon Filing of Registration Statement, Convertible At $0.27 Per Share [Member] | |||
Line of Credit Facility [Line Items] | |||
Total | 150,000 | ||
Senior Secured, Interest 8% per Annum. Repayable in Cash or Common Shares at the Lower of (i) Twelve Cents ($0.12) and (ii) The Closing Sales Price of the Common Stock on the Date of Conversion [Member] | |||
Line of Credit Facility [Line Items] | |||
Total | [1] | $ 261,389 | |
[1] | On November 7, 2016, we entered into a securities purchase agreement with Coastal Investment Partners. Pursuant to the agreement, Coastal Investment provided us with cash proceeds of $125,000 on November 10, 2016. In exchange, we issued a secured convertible promissory note in the principal amount of $138,888.89 (the "$138,888.89 Note"), inclusive of an 8% original issue discount, which bears interest at 8% per annum to the holder. The $138,888.89 Note matures six months from issuance and is convertible at the option of the holder into our common shares at a price per share that is the lower of $0.12 or the closing price of our common stock on the conversion date. In addition, under the same terms, the company also issued a secured convertible note of $50,000 in consideration of cash proceeds of $10,000 and another secured convertible note of $72,500 in consideration of cash proceeds of $10,000. Discount on the notes was $116,389 and is being amortized over life of the notes. The fair market value of the potential derivative liability was $365,944, recorded as of December 31, 2016, and was calculated using the binomial method with a volatility rate of 171% and discount interest rate of 0.62%. Derivative liability applied as discount on the notes was $145,000 and is being amortized over the life of the notes. Under the agreements, the Company has the right to redeem $62,500 and $40,000 of the notes in consideration of $1 each at any time prior to the maturity date in the event that the $138,888.89 Note is exchanged or converted into a revolving credit facility with Coastal Investment, whereupon the two $10,000 convertible note balances shall be rolled into such credit facility. |
Convertible Loans - Schedule 53
Convertible Loans - Schedule of Convertible Loans (Details) (Parenthetical) - USD ($) | Nov. 10, 2016 | Dec. 31, 2016 | Jun. 16, 2016 | Dec. 31, 2015 | Oct. 02, 2015 |
Convertible Loan To Related Party [Line Items] | |||||
Convertible loan, interest rate | 8.00% | ||||
Debt conversion price per share | $ 0.08 | $ 1.75 | |||
Debt original issue discount | 0.62% | ||||
Discount on notes | $ 145,000 | ||||
Convertible note balances into credit facility | (1,398,961) | $ (1,139,543) | |||
Fair market value potential derivative liability | $ 365,944 | ||||
Volatility rate | 171.00% | ||||
Coastal Investment Partners [Member] | |||||
Convertible Loan To Related Party [Line Items] | |||||
Convertible loan, interest rate | 8.00% | ||||
Proceeds from investment | $ 125,000 | ||||
Convertible debt agreement value | $ 138,889 | ||||
Debt original issue discount | 8.00% | ||||
Convertible debt, maturity term | 6 months | ||||
Common shares price per share | $ 0.12 | ||||
Under the agreements, right to redeem value | $ 62,500 | ||||
Notes | 40,000 | ||||
Convertible note balances into credit facility | 10,000 | ||||
Coastal Investment Partners [Member] | Secured Convertible Note[Member] | |||||
Convertible Loan To Related Party [Line Items] | |||||
Convertible debt agreement value | 50,000 | ||||
Proceeds from convertible debt | 10,000 | ||||
Coastal Investment Partners [Member] | Secured Convertible Note One[Member] | |||||
Convertible Loan To Related Party [Line Items] | |||||
Convertible debt agreement value | 72,500 | ||||
Proceeds from convertible debt | 10,000 | ||||
Discount on notes | $ 116,389 | ||||
Unsecured, Interest 15.2% Per Annum, Mature From February 28, 2015 to December 31, 2015. Principal Repayable in Cash or Tags Units. Convertible At The Average Closing Price of The 60 Days Period Prior to Conversion Date [Member] | |||||
Convertible Loan To Related Party [Line Items] | |||||
Maturity date, start | Feb. 28, 2015 | ||||
Maturity date, end | Dec. 31, 2015 | ||||
Unsecured, Interest 15.2% Per Annum, From Equity Investment Mature From February 28, 2015 to December 31, 2015. Principal Repayable In Cash or Tags Units. Convertible At The Average Closing Price of The 120 Days Period Prior to Conversion Date [Member] | |||||
Convertible Loan To Related Party [Line Items] | |||||
Convertible loan, interest rate | 15.20% | ||||
Unsecured, Interest 10% Per Annum. Principal Plus Interest Repayable In Cash or Common Shares Due On Demand. Convertible at $1.75 Per Sahre [Member] | |||||
Convertible Loan To Related Party [Line Items] | |||||
Convertible loan, interest rate | 10.00% | ||||
Unsecured, Interest 2% Per Month. Principal Plus Interest Repayable in Cash or Common Shares. Due 45 Days From August 5, 2016 or Upon Filing of Registration Statement, Convertible At $0.27 Per Share [Member] | |||||
Convertible Loan To Related Party [Line Items] | |||||
Convertible loan, interest rate | 2.00% | ||||
Debt conversion price per share | $ 0.27 | ||||
Senior Secured, Interest 8% per Annum. Repayable in Cash or Common Shares at the Lower of (i) Twelve Cents ($0.12) and (ii) The Closing Sales Price of the Common Stock on the Date of Conversion [Member] | |||||
Convertible Loan To Related Party [Line Items] | |||||
Convertible loan, interest rate | 8.00% | ||||
Debt conversion price per share | $ 0.12 |
Convertible Loans - Schedule 54
Convertible Loans - Schedule of Convertible Loans to Related Party (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Total current portion | $ 339,791 | $ 310,000 |
Unsecured Debt One [Member] | ||
Total current portion | 310,000 | 310,000 |
Unsecured Debt Two [Member] | ||
Total current portion | $ 29,791 |
Convertible Loans - Schedule 55
Convertible Loans - Schedule of Convertible Loans to Related Party (Details) (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Jun. 16, 2016 | Oct. 02, 2015 | |
Convertible Loan To Related Party [Line Items] | |||
Convertible loan, interest rate | 8.00% | ||
Convertible loan, price per share | $ 0.08 | $ 1.75 | |
Unsecured Debt One [Member] | |||
Convertible Loan To Related Party [Line Items] | |||
Convertible loan, interest rate | 5.00% | ||
Maturity date | Mar. 30, 2016 | ||
Convertible loan, price per share | $ 1.25 | ||
Unsecured Debt Two [Member] | |||
Convertible Loan To Related Party [Line Items] | |||
Convertible loan, interest rate | 8.00% | ||
Maturity date | Jul. 16, 2016 | ||
Convertible loan, price per share | $ 0.08 | ||
Unsecured Debt Two [Member] | Scenario if Not Paid by July 16, 2016 [Member] | |||
Convertible Loan To Related Party [Line Items] | |||
Convertible loan, interest rate | 4.00% |
Payable to Shareholder (Details
Payable to Shareholder (Details Narrative) | Oct. 02, 2015USD ($) |
Shareholder and Former Director [Member] | |
Converted the debt of payable value | $ 149,766 |
Mezzanine Equity (Details Narra
Mezzanine Equity (Details Narrative) - USD ($) | Oct. 22, 2015 | Oct. 02, 2015 | Oct. 24, 2014 | Dec. 31, 2016 | Jul. 02, 2016 | Jun. 02, 2016 | May 02, 2016 | Dec. 31, 2015 |
Temporary Equity [Line Items] | ||||||||
Common stock issued to shareholders with the settlement of a lawsuit to recover loan | 85,580 | |||||||
Series A Preferred Stock [Member] | Unrelated Third Party [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Common stock issued to shareholders with the settlement of a lawsuit to recover loan | 80,000 | |||||||
Dsg Tag Systems Inc [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Preferred stock, shares authorized | 150,000,000 | 150,000,000 | ||||||
Preferred stock par value | $ 0.001 | $ 0.001 | ||||||
Common stock issued to shareholders with the settlement of a lawsuit to recover loan | 18,422 | |||||||
Dsg Tag Systems Inc [Member] | Series A Preferred Stock [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Preferred stock, shares authorized | 5,000,000 | |||||||
Series A preferred stock interest rate per annum | 5.00% | |||||||
Predetermined conversion price per share | $ 1.25 | |||||||
Preferred stock redemption price per share | $ 1.25 | $ 1.25 | $ 1.25 | |||||
Preferred stock redemption | 2,509,384 | 900,000 | 900,000 | |||||
Preferred stock redemption value | $ (3,136,730) | $ (1,250,000) | $ (1,250,000) | |||||
Dsg Tag Systems Inc [Member] | Series A Preferred Stock [Member] | Director [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Common stock issued to shareholders with the settlement of a lawsuit to recover loan | 4,309,384 | |||||||
Debt conversion amount | $ 5,386,731 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Oct. 22, 2015 | Oct. 02, 2015 | Apr. 13, 2015 | Oct. 24, 2014 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||||
Common stock, shares authorized | 125,000,000 | 125,000,000 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||
Number of shares issued | 85,580 | |||||
Common stock, shares issued | 30,291,187 | 30,291,187 | ||||
Common stock voting rights | One (1) vote | |||||
Non-controlling interest | $ 1,099,140 | $ 660,771 | ||||
Percentage of non-controlling assets | 16.18% | 16.18% | ||||
Dsg Tag Systems Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Number of shares issued | 18,422 | |||||
Preferred stock, shares authorized | 150,000,000 | 150,000,000 | ||||
Preferred stock par value | $ 0.001 | $ 0.001 | ||||
Dsg Tag Systems Inc [Member] | Series A Preferred Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Preferred stock, shares authorized | 5,000,000 | |||||
Dsg Tag Systems Inc [Member] | Director [Member] | Series A Preferred Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Number of shares issued | 4,309,384 | |||||
Debt conversion amount | $ 5,386,731 | |||||
Dsg Tag Systems Inc [Member] | Share Exchange Agreement [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Number of common stock shares issued | 20,000,000 | |||||
Description of share exchange ratio basis | 1 common share of DSG Global, Inc. for 5.4935 common shares | |||||
Dsg Tag Systems Inc [Member] | Share Exchange Agreement [Member] | Director [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Number of shares issued | 179,823 | |||||
Dsg Tag Systems Inc [Member] | Share Exchange Agreement [Member] | Minimum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of voting interests acquired | 75.00% | |||||
Dsg Tag Systems Inc [Member] | Share Exchange Agreement [Member] | Maximum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of voting interests acquired | 100.00% |
Stock Options and Warrants (Det
Stock Options and Warrants (Details Narrative) | Jan. 18, 2015shares | Mar. 01, 2013USD ($)Employee$ / sharesshares | Sep. 30, 2014USD ($) | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($) | Dec. 31, 2013USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Debt discount balance | [1] | $ (179,333) | |||||
Unamortized debt discount expensed amount | $ 145,000 | ||||||
Warrant [Member] | Stock Compensation To Employees And Officers [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of employees | Employee | 5 | ||||||
Number of shares called by warrant | shares | 7,006,098 | ||||||
Warrant exercise price | $ / shares | $ 0.23 | ||||||
Fair value of warrants | $ 769,760 | ||||||
Expected volatility | 17.00% | ||||||
Risk free interest | 0.38% | ||||||
Expected life | 3 years | ||||||
Outstanding warrants | shares | 1,092,200 | ||||||
Warrant [Member] | Stock Compensation To Employees And Officers [Member] | Dsg Tag Systems Inc [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of warrants cancelled | shares | 5,913,898 | ||||||
Warrant [Member] | Stock Compensation To Employees And Officers [Member] | Minimum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrants expiration date | Mar. 31, 2013 | ||||||
Warrant [Member] | Stock Compensation To Employees And Officers [Member] | Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrants expiration date | Dec. 31, 2016 | ||||||
Warrant [Member] | Stock Warrant for Convertible Loan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares called by warrant | shares | 546,100 | ||||||
Warrant exercise price | $ / shares | $ 0.23 | ||||||
Fair value of warrants | $ 112,596 | ||||||
Expected volatility | 15.00% | ||||||
Risk free interest | 68.00% | ||||||
Expected life | 3 years | ||||||
Convertible loan | $ 2,614,268 | ||||||
Dividends | 0.00% | ||||||
Debt discount balance | $ 96,724 | ||||||
Unamortized debt discount expensed amount | $ 69,233 | ||||||
[1] | On November 7, 2016, we entered into a securities purchase agreement with Coastal Investment Partners. Pursuant to the agreement, Coastal Investment provided us with cash proceeds of $125,000 on November 10, 2016. In exchange, we issued a secured convertible promissory note in the principal amount of $138,888.89 (the "$138,888.89 Note"), inclusive of an 8% original issue discount, which bears interest at 8% per annum to the holder. The $138,888.89 Note matures six months from issuance and is convertible at the option of the holder into our common shares at a price per share that is the lower of $0.12 or the closing price of our common stock on the conversion date. In addition, under the same terms, the company also issued a secured convertible note of $50,000 in consideration of cash proceeds of $10,000 and another secured convertible note of $72,500 in consideration of cash proceeds of $10,000. Discount on the notes was $116,389 and is being amortized over life of the notes. The fair market value of the potential derivative liability was $365,944, recorded as of December 31, 2016, and was calculated using the binomial method with a volatility rate of 171% and discount interest rate of 0.62%. Derivative liability applied as discount on the notes was $145,000 and is being amortized over the life of the notes. Under the agreements, the Company has the right to redeem $62,500 and $40,000 of the notes in consideration of $1 each at any time prior to the maturity date in the event that the $138,888.89 Note is exchanged or converted into a revolving credit facility with Coastal Investment, whereupon the two $10,000 convertible note balances shall be rolled into such credit facility. |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jun. 16, 2016 | Oct. 02, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | |||||
Interest per annum | 8.00% | ||||
Shares issued to meet debt agreement obligations of director | 85,580 | ||||
Convertible loan, price per share | $ 0.08 | $ 1.75 | |||
Payable to a shareholder and former director | $ 149,766 | $ 149,766 | |||
Loan received from related party | $ 29,791 | 30,175 | $ 120,677 | ||
Amount due from related party | $ 91,727 | ||||
If Not Paid Thereafter [Member] | |||||
Related Party Transaction [Line Items] | |||||
Interest per annum | 4.00% | ||||
Maturity date | Jul. 16, 2016 | ||||
Director [Member] | Agreement With Marketing Firm [Member] | |||||
Related Party Transaction [Line Items] | |||||
Cash payment for marketing services | $ 17,500 | ||||
Shares issued to meet debt agreement obligations of director | 248,000 | ||||
Maturity date | Mar. 30, 2016 | ||||
Percentage of marketing services provided | 90.00% | ||||
Marketing expense | $ 280,000 | ||||
Prepaid deposit | $ 30,000 | ||||
Director [Member] | Agreement With Marketing Firm [Member] | Convertible Notes Payable [Member] | |||||
Related Party Transaction [Line Items] | |||||
Note amount | $ 310,000 | ||||
Interest per annum | 5.00% | ||||
Convertible loan, price per share | $ 1.25 |
Income Tax (Details Narrative)
Income Tax (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Loss Carryforwards [Line Items] | ||
Current income tax expense | ||
Deferred income tax expense | ||
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss | $ 27,000,000 |
Income Tax - Schedule of Compon
Income Tax - Schedule of Component of Loss Before Income Tax and Non-Controlling Interest (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Loss before income tax and noncontrolling interest | $ (2,768,659) | $ (2,497,146) |
Income Tax | ||
Effective tax rate | 0.00% | 0.00% |
Geographic Segment Informatio63
Geographic Segment Information (Details Narrative) | 12 Months Ended |
Dec. 31, 2016Regions | |
Segment Reporting [Abstract] | |
Number of operating regions | 2 |
Geographic Segment Informatio64
Geographic Segment Information - Schedule of Geographic Segment Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 1,169,936 | $ 1,911,935 |
Cost of Revenue | 513,638 | 1,140,065 |
Total Expenses | 2,342,035 | 2,610,362 |
Other Income (Expenses) | (1,082,922) | (658,654) |
Noncontrolling Interest | 462,410 | 404,962 |
Net (Loss) Income | (2,306,249) | (2,092,184) |
Assets | 290,771 | 787,316 |
Liabilities | 5,807,461 | 3,657,579 |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,169,936 | 1,911,935 |
Cost of Revenue | 513,638 | 1,140,065 |
Total Expenses | 2,342,035 | 2,610,362 |
Other Income (Expenses) | (1,024,723) | (658,654) |
Noncontrolling Interest | 462,410 | 404,962 |
Net (Loss) Income | (2,306,249) | (2,092,184) |
Assets | 290,771 | 787,316 |
Liabilities | 5,807,461 | 3,657,579 |
Operating Segments [Member] | Canada [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 922,654 | 1,686,990 |
Cost of Revenue | 397,095 | 1,085,877 |
Total Expenses | 2,004,848 | 2,332,014 |
Other Income (Expenses) | (989,743) | (653,613) |
Noncontrolling Interest | (462,410) | 404,962 |
Net (Loss) Income | (2,064,821) | (1,979,552) |
Assets | 222,634 | 797,904 |
Liabilities | 5,456,349 | 3,578,182 |
Operating Segments [Member] | United Kingdom [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 258,054 | 481,555 |
Cost of Revenue | 127,315 | 310,798 |
Total Expenses | 322,356 | 282,339 |
Other Income (Expenses) | (33,843) | (7,170) |
Noncontrolling Interest | ||
Net (Loss) Income | (225,461) | (118,752) |
Assets | 16,444 | 81,641 |
Liabilities | 339,374 | 227,547 |
Operating Segments [Member] | United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | ||
Cost of Revenue | ||
Total Expenses | 14,830 | (3,991) |
Other Income (Expenses) | (1,137) | 2,129 |
Noncontrolling Interest | ||
Net (Loss) Income | (15,967) | 6,120 |
Assets | 51,693 | 70,776 |
Liabilities | 11,738 | 14,855 |
Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | (10,772) | (256,610) |
Cost of Revenue | (10,772) | (256,610) |
Total Expenses | ||
Other Income (Expenses) | ||
Noncontrolling Interest | ||
Net (Loss) Income | ||
Assets | (200,139) | (163,005) |
Liabilities | $ (200,139) | $ (163,005) |
Commitments and Contingencies65
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Leased Assets [Line Items] | ||
Operating lease expire date | Jan. 31, 2017 | |
Annual rent payment | $ 66,000 | $ 66,000 |
Reserve for future warranty costs | 111,715 | |
Warranty expense | 202,393 | 325,820 |
Lease Agreement [Member] | ||
Operating Leased Assets [Line Items] | ||
Rental expense | $ 183 | |
Lease terms | 60 months | |
CAD [Member] | ||
Operating Leased Assets [Line Items] | ||
Rental expense | $ 92,825 | $ 82,531 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Operating Lease Future Minimum Payment (Details) | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 2,200 |
2,018 | 2,200 |
2,019 | 2,200 |
2,020 | 917 |
Total Minimum Payments | $ 7,517 |
Legal Matters (Details Narrativ
Legal Matters (Details Narrative) | Oct. 17, 2016USD ($) | Oct. 17, 2016CAD | Sep. 07, 2016USD ($) | Oct. 22, 2015shares | Oct. 02, 2015shares | Aug. 13, 2015USD ($) | Jun. 04, 2015CAD | Mar. 08, 2013USD ($) | Feb. 16, 2016CAD |
Loss Contingencies [Line Items] | |||||||||
Litigation settlement | $ 119,700 | $ 125,000 | |||||||
Period for settlement to be paid in equal installments | 14 months | 14 months | 18 months | 16 months | |||||
Equal installments of litigation settlement | $ 5,500 | $ 7,500 | |||||||
Interest rate of litigation settlement | 8.00% | ||||||||
Legal settlement due date | Jul. 16, 2013 | ||||||||
Common stock issued to shareholders with the settlement of a lawsuit to recover loan | shares | 85,580 | ||||||||
Loan plus costs payable | 77,589 | ||||||||
Additional amount payable on 15th month installments | $ 589 | ||||||||
Dsg Tag Systems Inc [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Common stock issued to shareholders with the settlement of a lawsuit to recover loan | shares | 18,422 | ||||||||
Chetu Inc [Member] | New Settlement Agreement With Shareholder [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Litigation settlement | $ 27,335 | ||||||||
Litigation settlement interest | $ 4,939 | ||||||||
CAD [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Damages sought from shareholder of company's subsidiary | CAD | CAD 100,000 | ||||||||
Lawsuit from shareholder to recover loan | CAD | CAD 100,000 | ||||||||
CAD [Member] | Dsg Tag Systems Inc [Member] | New Settlement Agreement With Shareholder [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Litigation settlement | CAD | CAD 86,780 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | May 15, 2017 | Apr. 03, 2017 | Jan. 18, 2017 | Jan. 03, 2017 | Dec. 21, 2016 | Jun. 16, 2016 |
Subsequent Event [Line Items] | ||||||
Debt interest rate percentage | 8.00% | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt discount rate | 50.00% | 50.00% | ||||
Subsequent Event [Member] | Investor Relations Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Restricted common shares issued | 450,000 | |||||
Monthly fee | $ 3,750 | |||||
Subsequent Event [Member] | Investor Relations Agreement [Member] | Within 10 Days of The Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Restricted common shares issued | 1,800,000 | |||||
Subsequent Event [Member] | Investor Relations Agreement [Member] | Monthly Installments [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Restricted common shares issued | 75,000 | |||||
Restricted common shares description | These restricted common shares are to be issued in monthly installments of 75,000 restricted common shares on the 2nd of each month beginning on February 2, 2017 and ending on July 2, 2017. | |||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of common stock shares issued | 500,000 | |||||
Common shares price per share | $ 0.10 | |||||
Number of common stock shares issued value | $ 50,000 | |||||
Subsequent Event [Member] | Convertible Note [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Convertible note principal amount | $ 75,000 | $ 74,500 | ||||
Convertible note maturity date | Oct. 18, 2017 | Dec. 21, 2017 | ||||
Debt interest rate percentage | 12.00% | 12.00% | ||||
Common stock principal percentage | 60.00% | 50.00% | ||||
Debt discount rate | 40.00% | |||||
Variable conversion price percentage | 50.00% | |||||
Subsequent Event [Member] | Convertible Promissory Note [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Convertible note principal amount | $ 110,000 | |||||
Convertible note maturity date | Oct. 3, 2017 | |||||
Debt interest rate percentage | 10.00% | |||||
Common stock principal percentage | 55.00% | |||||
Debt discount rate | 45.00% | |||||
Variable conversion price percentage | 55.00% | |||||
Number of common stock shares issued | 550,000 |