Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 22, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | DSG Global Inc. | |
Entity Central Index Key | 1,413,909 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 37,216,236 | |
Trading Symbol | DSGT | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash | ||
Trade receivables, net | 162,631 | 90,038 |
Inventories | 80,923 | 80,573 |
Funds held in trust | ||
Prepaid expenses and deposits | 57,239 | 56,076 |
Other current assets | ||
Receivable from related party | ||
TOTAL CURRENT ASSETS | 300,793 | 226,687 |
NON-CURRENT ASSETS | ||
Intangible assets, net | 16,471 | 16,580 |
Fixed assets, net | 3,814 | 4,741 |
Equipment on lease, net | 36,622 | 42,763 |
TOTAL NON-CURRENT ASSETS | 56,907 | 64,084 |
TOTAL ASSETS | 357,700 | 290,771 |
CURRENT LIABILITIES | ||
Bank overdraft | 18,306 | 5,316 |
Trade and other payables | 2,790,124 | 2,568,792 |
Payable to related party | 1,539 | 1,526 |
Deferred revenue | 150,720 | 149,147 |
Warranty reserve | 112,697 | 111,715 |
Convertible note payable to related party | 340,053 | 339,791 |
Loans payable | 868,896 | 866,269 |
Derivative liability | 2,376,529 | 365,944 |
Convertible loans payable | 1,572,614 | 1,398,961 |
TOTAL CURRENT LIABILITIES | 8,231,478 | 5,807,461 |
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 32,541,187 and 30,291,187 outstanding at March 31, 2017 and December 31, 2016, respectively. | 32,541 | 30,291 |
Additional paid in capital | 16,092,472 | 15,982,222 |
Shares to be issued | 50,000 | |
Other accumulated comprehensive income | 1,248,939 | 1,296,652 |
Accumulated deficit | (29,107,463) | (27,013,446) |
Total sharesholders' deficit attributable to DSG Global | (11,683,511) | (9,704,281) |
Noncontrolling interest | (1,476,998) | (1,099,140) |
TOTAL STOCKHOLDERS' DEFICIT | (13,160,509) | (10,803,421) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 357,700 | $ 290,771 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
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 | 32,541,187 | 30,291,187 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Revenue | $ 248,270 | $ 254,928 |
Cost of revenue | 69,505 | 94,548 |
Gross profit | 178,765 | 160,380 |
Operating Expenses | ||
Compensation expense | 189,309 | 195,844 |
Research and development expense | 17,037 | |
General and administration expense | 272,987 | 305,918 |
Warranty expense | 2,624 | 45,217 |
Bad debt | 3,105 | |
Depreciation and amortization expense | 7,824 | 5,584 |
Total operating expense | 472,744 | 572,705 |
Loss from operations | (293,979) | (412,325) |
Other Income (Expense) | ||
Foreign currency exchange | 11,003 | 72,140 |
Other (expenses) income | (4,018) | (490) |
Unrealized gains (losses) on derivative instruments, net | (1,854,417) | |
Finance costs | (330,464) | (121,306) |
Total Other Expense | (2,177,896) | (49,656) |
Loss from continuing operations before income taxes | (2,471,875) | (461,981) |
Provision for income taxes | ||
Net loss | (2,471,875) | (461,981) |
Less attributed to noncontrolling interest | 377,858 | 74,561 |
Net loss attributable to DSG Global | $ (2,094,017) | $ (387,420) |
Basic and Diluted: | ||
Basic | $ (0.067) | $ (0.013) |
Diluted | $ (0.067) | $ (0.013) |
Weighted average number of shares used in computing basic and diluted net loss per share: | ||
Basic | 31,391,187 | 30,291,187 |
Diluted | 31,391,187 | 30,291,187 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (2,471,875) | $ (461,981) |
Other comprehensive income | ||
Change in foreign currency translation adjustments | (49,874) | (199,503) |
Comprehensive loss | (2,521,749) | (661,484) |
Less: Comprehensive loss attributable to noncontrolling interest | 380,019 | 70,116 |
Total comprehensive loss attributable to DSG Global | $ (2,141,730) | $ (591,368) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - 3 months ended Mar. 31, 2017 - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Shares to be Issued [Member] | Accumulated Deficit [Member] | Accumulated Comprehensive Income [Member] | Total Deficit Attributable Common to Shareholders [Member] | Noncontrolling Interest [Member] | Total |
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 | |||||||
Shares issued for services | $ 2,250 | 110,250 | 112,500 | 112,500 | ||||
Shares issued for services, shares | 2,250,000 | |||||||
Shares to be issued | 50,000 | 50,000 | 50,000 | |||||
Net (loss) income for 2017 | (2,094,017) | (47,713) | (2,141,730) | (377,858) | (2,471,875) | |||
Balance at Mar. 31, 2017 | $ 32,541 | $ 16,092,472 | $ 50,000 | $ (29,107,463) | $ 1,248,939 | $ (11,683,511) | $ (1,476,998) | $ (13,160,509) |
Balance, shares at Mar. 31, 2017 | 32,541,187 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Cash Flows [Abstract] | ||
Net loss attributable to the Company | $ (2,471,875) | $ (461,981) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 7,824 | 5,584 |
Inventory write-off | 132 | |
Amortization on deferred financing fees | 2,281 | |
Interest on discount of convertible debt | 176,654 | |
Non-cash fair value adjustment on derivative | 1,854,416 | |
Reserve for bad debt | 47,428 | |
Shares issued for services | 112,500 | |
Notes issued for services | (17,706) | |
Unrealized foreign exchange | 5,614 | |
(Increase) decrease in assets: | ||
Trade receivables, net | (120,021) | (61,117) |
Inventories | (482) | 37,436 |
Prepaid expense and deposits | (1,163) | 75,651 |
Related party receivable | 10,142 | |
Other assets | 4,218 | |
Increase (decrease) in current liabilities: | ||
Trade payables and accruals | 221,332 | 117,343 |
Warranty reserve | 982 | |
Deferred revenue | 1,573 | 30,613 |
Net cash used in operating activities | (162,804) | (259,817) |
Cash flows from investing activities | ||
Purchase of property, plant and equipment | (1,902) | |
Return (purchase) of equipment on lease | 3,077 | |
Purchase of intangible assets | (797) | |
Net cash provided by investing activities | 378 | |
Cash flows from financing activities | ||
Bank overdraft | 12,990 | 4,377 |
Common stock subscriptions received | 50,000 | |
Proceeds from note payable | 135,000 | 239,542 |
Net cash provided by financing activities | 197,990 | 243,919 |
Net increase in cash and cash equivalents | 35,186 | (15,520) |
Effect of exchange rate changes on cash and cash equivalents | (35,186) | 15,520 |
Cash and cash equivalents at beginning of period | ||
Cash and cash equivalents at the end of the period | ||
Supplemental disclosures | ||
Income tax payments | ||
Interest payments | ||
Supplemental schedule of non-cash financing activities: | ||
Shares issued for services | 112,500 | |
Noncontrolling interest change to mezzanine equity |
Organization
Organization | 3 Months Ended |
Mar. 31, 2017 | |
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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated financial statements were prepared in conformity with generally accepted accounting principles in the United States (“US GAAP”) and with the instructions to Form 10-Q. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to U.S. GAAP rules and regulations for presentation of interim financial information. Therefore, the unaudited condensed interim consolidated financial statements should be read in conjunction with the financial statements and the notes thereto, included in the Company’s Annual Report on the Form 10-K for the year ended December 31, 2016. Current and future financial statements may not be directly comparable to the Company’s historical financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. 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 condensed consolidated financial statements in the period they are determined. Exchange (Loss) Gain During the three months ended March 31, 2017, and 2016, the transactions of the Company and its subsidiaries 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 subsidiaries 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 unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted 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 March 31, 2017 and December 31, 2016, 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. Trade Receivable All trade receivables 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 trade receivables. The allowance for doubtful accounts as of March 31, 2017, and December 31, 2016 was $47,728 and $47,289, 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 March 31, 2017 and December 31, 2016 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 and Promotion Costs The Company expenses all advertising costs as incurred. Advertising and promotion costs were $112,311 and $142,634 for the three months ended March 31, 2017 and 2016, 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 March 31, 2017, and December 31, 2016, 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 useful life for rental equipment was adjusted for the tag to 5 years from 10 years, and for the Touch/Text, the useful life was adjusted to 5 years from 8 years. The adjustment properly reflects the average lease term for the rental equipment and the average life of the product. 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 March 31, 2017 and December 31, 2016, fixed assets consisted of the following: March 31, 2017 December 31, 2016 Furniture and equipment $ 21,021 $ 20,838 Computer equipment 27,642 23,317 Accumulated Depreciation (44,849 ) (39,414 ) $ 3,814 $ 4,741 As of March 31, 2017 and December 31, 2016, leased equipment consisted of the following: March 31, 2017 December 31, 2016 Tags $ 124,016 $ 122,935 Text 27,410 27,171 Touch 22,705 22,507 Accumulated Depreciation (137,509 ) (129,850 ) $ 36,622 $ 42,763 For the three months ended March 31, 2017 and 2016, total depreciation expense was $7,492 and $5,288 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 The Company’s financial instruments consist of cash, trade receivables, trades payable, loans payable, and convertible notes payable. Other than convertible notes, the fair values of these financial instruments approximate their respective carrying values because of the short maturity of these instruments. The Company determined that the aggregate fair value of loans payable outstanding at March 31, 2017 and December 31, 2016, based on Level 2 inputs in the fair value hierarchy, was equal to their aggregate book value based on the short maturities and current borrowing rates available to the Company. The fair value of the Company’s convertible notes is based on Level 3 inputs in the fair value hierarchy. The Company calculated the fair value of the potential derivative liability on these notes by using the Binomial method to determine the fair value of the conversion feature (see Note 7). Debt issuance costs The Company incurs costs in connection with debt issuances, such as commissions and professional fees. Debt issuance costs are initially recorded as a reduction of the related debt on the consolidated balance sheets, and are amortized to financing expense over the term of the respective borrowings using the effective interest method. Any costs incurred or paid to the lender in connection with the issuance of debt represent a reduction in the proceeds received by the Company. The resulting discount is amortized as accretion expense over the term of the debt using the effective interest method. 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 three months ended March 31, 2017 and 2016: March 31, 2017 March 31, 2016 Net loss attributable to DSG Global Inc. $ (2,094,017 ) $ (387,420 ) Net loss per share Basic and Diluted: Basic $ (0.067 ) $ (0.013 ) Diluted $ (0.067 ) $ (0.013 ) Weighted average number of shares used in computing basic and diluted net loss per share: Basic 31,391,187 30,291,187 Diluted 31,391,187 30,291,187 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 There have been no new accounting pronouncements during the three months ended March 31, 2017 that we believe would have a material impact on our financial position or results of operations. Going Concern As reflected in the accompanying financial statements, the Company had an accumulated deficit of $29,107,463 as of March 31, 2017 and had a net loss of $2,094,017 for the three months ended March 31, 2017. 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. Reclassification Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flow. |
Trade Receivables, Net
Trade Receivables, Net | 3 Months Ended |
Mar. 31, 2017 | |
Receivables [Abstract] | |
Trade Receivables, Net | Note 3 – TRADE RECEIVABLES, NET As of March 31, 2017 and December 31, 2016, trade receivables consist of the following: March 31, 2017 December 31, 2016 Trade receivables $ 210,359 $ 137,327 Allowance for bad debt (47,728 ) (47,289 ) Total trade receivables, net $ 162,631 $ 90,038 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 4 – INTANGIBLE ASSETS Intangible assets consist of the following as of March 31, 2017 and December 31, 2016: March 31, 2017 December 31, 2016 Intangible Asset - Patent $ 21,440 $ 21,253 Accumulated Depreciation (4,969 ) (4,637 ) $ 16,471 $ 16,580 The estimated useful life of the Patent is 20 years. Patents are amortized on a straight-line basis. For the three months ended March 31, 2017 and 2016, total depreciation expense was $332 and $296, respectively. The following table summarizes our five-year estimated amortization of intangible assets as of March 31, 2017: March 31, 2017 $ 1,184 2018 1,184 2019 1,184 2020 1,184 2021 1,184 2022 & Thereafter 10,551 $ 16,471 |
Trade and Other Payables
Trade and Other Payables | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Trade and Other Payables | Note 5 – TRADE AND OTHER PAYABLES As of March 31, 2017 and December 31, 2016, trade and other payables consist of the following: March 31, 2017 December 31, 2016 Trade payables $ 1,065,168 $ 940,722 Accrued expenses 349,909 388,331 Accrued interest 1,376,482 1,222,151 Other liabilities (1,435 ) 17,588 Total trade and other payables $ 2,790,124 $ 2,568,792 |
Loans Payable
Loans Payable | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Loans Payable | Note 6 – LOANS PAYABLE As of March 31, 2017 and December 31, 2016, loans payable consisted of the following: Loans Payable March 31, 2017 December 31, 2016 Unsecured, due on demand, interest 15% per annum $ 187,829 $ 186,192 Unsecured, due on demand, interest 36% per annum 45,949 45,548 Unsecured, loan payable, interest 18% per annum 317,500 317,500 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 67,618 67,029 Unsecured, loan payable, interest 10% per annum, with a minimum interest amount of $25,000, due July 22, 2016. 250,000 250,000 Total current portion $ 868,896 $ 866,269 |
Convertible Notes
Convertible Notes | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Note 7 – CONVERTIBLE NOTES As of March 31, 2017 and December 31, 2016, convertible loans payable consisted of the following: Convertible Notes March 31, 2017 December 31, 2016 Unsecured, interest 15.2% per annum, 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 60 days period prior to conversion date $ 924,965 $ 916,905 Unsecured, interest 10% per annum. Principal plus interest repayable in cash or common shares due on demand. Convertible at the average closing price of the 60 days period prior to conversion date 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 150,000 150,000 Senior secured, interest 8% per annum. Principal plus interest 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) 261,389 261,389 Unsecured, interest 12% per annum. Matures 1 year from execution date. Principal plus interest is repayable in cash or common shares at the lower of current market price and 50% of the lowest trading price of Common Stock during the 25 Trading Days immediately preceding conversion (2) 74,500 - Unsecured, interest 12% per annum. Matures on October 18, 2017. Principal is repayable in cash or common shares at the lower of (i) three cents ($0.03) and (ii) 50% of the lowest trading price during the 25 Trading Days immediately preceding the date of conversion (3) 75,000 - Less: debt discount (1,2,3) (157,885 ) (179,333 ) Less: deferred financing fees (2,3) (5,355 ) - Total $ 1,572,614 $ 1,398,961 Current portion 1,572,614 1,398,961 Long term portion $ - $ - Convertible Notes to Related Party March 31, 2017 December 31, 2016 Unsecured, 8% annual rate for one month; if not paid in one month, 4% per month thereafter; convertible at $0.05 per share 30,053 29,791 Unsecured, interest 5% per annum, matures March 30, 2016, and is convertible at $1.25/per share $ 310,000 $ 310,000 Total current portion $ 340,053 $ 339,791 (1) On November 7, 2016, we entered into a securities purchase agreement with Coastal Investment Partners (the “Lendor”). Pursuant to the agreement, the Lendor 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 $75,000 in consideration of cash proceeds of $10,000. 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. 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. At March 31, 2017, a derivative loss of $365,073 was recorded for the change in fair value. Subsequent to the quarter ending March 31, 2017, the Lendor provided conversion notice for the $72,500 convertible note dated November 7, 2016. The Company issued 100,000 common shares pursuant to this conversion. (2) On December 21, 2016, the Company entered into a convertible note agreement for the principal amount of $74,500 in consideration of cash proceeds of $72,250 received January 10, 2017. 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 Trading Day immediately preceding the Closing Date, and (ii) 50% of the lowest sale price for the Common Stock during the twenty five (25) consecutive Trading Days immediately preceding the Conversion Date. Discounts and deferred financing fees on the note were $2,250 and $4,750, respectively, and are being amortized over life of the note. The fair market value of the potential derivative liability was $413,937 calculated using the binomial method with a volatility rate of 255% and discount interest rate of 0.82%. Derivative liability applied as discount on the notes was $72,250 and is being amortized over the life of the notes. At March 31, 2017, a derivative loss of $123,074 was recorded for the change in fair value. (3) 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. Debt issuance costs and deferred financing fees on the note were $4,750 and $2,750, respectively, and are being amortized over life of the note. The fair market value of the potential derivative liability was $1,005,000 calculated using the binomial method with a volatility rate of 283% and discount interest rate of 0.73%. Derivative liability applied as discount on the notes was $75,000 and is being amortized over the life of the notes. At March 31, 2017, a derivative gain of $43,750 was recorded for the change in fair value. |
Mezzanine Equity
Mezzanine Equity | 3 Months Ended |
Mar. 31, 2017 | |
MEZZANINE EQUITY | |
Mezzanine Equity | Note 8 – MEZZANINE EQUITY DSG TAG has 150,000,000 shares of undesignated preferred stock authorized, each having a par value of $0.001 as of March 31, 2017 and December 31, 2016. 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 Mezzanine Equity. 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 the following amounts on the following dates if it is successful in raising financing capital of $2,500,000 as of August 1, 2016, $2,500,000 as of September 1, 2016 and $5,000,000 as of October 1, 2016; 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 2,429,384 Series A Shares ($3,136,730) by July 1, 2016. As of March 31, 2017, 80,000 preferred shares have been purchased by an unrelated third-party and exchanged for 80,000 shares of common stock of DSG Global, Inc. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Deficit | Note 9 – 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 March 31, 2017 and December 31, 2016. 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. On December 23, 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 2nd of each month beginning on February 2, 2017 and ending on July 2, 2017. As of March 31, 2017, the Company has issued 2,250,000 shares of common stock at a purchase price of $0.051 per common stock satisfying the full terms of the agreement. There were 32,541,187 and 30,291,187 shares of common stock of the Company issued and outstanding as of March 31, 2017 and December 31, 2016, respectively. Each share of common stock is entitled to one (1) vote. Shares to be Issued 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. At March 31, 2017, the shares are outstanding to be issued and the funds are included in shares to be issued. Noncontrolling Interest DSG TAG has 150,000,000 shares of undesignated preferred stock authorized, each having a par value of $0.001 as of September 30, 2016 and December 31, 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 were not exchanged for securities of DSG Global, Inc. as part of the Share Exchange Agreement. Noncontrolling interest as of March 31, 2017 and December 31, 2016 was $1,476,998 or 16.18% or $1,099,140 or 16.18%, respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10 – 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 September 30, 2016, it was estimated that approximately 90% of the marketing services related to the agreement have been expensed in the amount of $280,000 and the remaining $30,000 is recorded as a prepaid deposit. As of March 31, 2017, the Director of the Company has filed a notice of default in regard to the related party convertible note on the financial statements of DSG TAG. The note was issued in lieu of marketing services, the note maturity date is March 31, 2016. Adore and DSG TAG are currently in arbitration in regards to this matter. (See Note 17). On December 16, 2016, a convertible loan was received from a related party in the amount of $30,053 ($40,000 CAD). Interest is 8% annual rate for one month and 4% monthly rate thereafter if not paid in one month. The note is convertible at $0.05 per share. (See Note 7). Amount due to related parties at March 31, 2017 and December 31, 2016 was $1,539 and $1,526, 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 | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Note 11 – INCOME TAX The following is the income tax expense reflected in the Statement of Operations for the three months ended March 31, 2017 and 2016. Income Tax Expense March 31, 2017 March 31, 2016 Current $ - $ - Deferred - - Total $ - $ - The following are the components of income before income tax reflected in the Statement of Operations for the three months ended March 31, 2017 and 2016: Component of Loss Before Income Tax and Noncontrolling Interest March 31, 2017 March 31, 2016 Loss before income tax and noncontrolling Interest $ (2,471,875 ) $ (461,981 ) 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 March 31, 2017, the Company had net operating losses, or NOLs, of approximately $29.0 million to offset future taxable income in Canada and the United Kingdom. The deferred tax assets at March 31, 2017 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 | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Geographic Segment Information | Note 12 – 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 three months ended March 31, 2017 and 2016, geographic segment information is as follows: For the Three Months ended March 31, 2017 Canada United Kingdom United States Elimination Consolidated Revenue $ 248,270 $ - - $ - $ 248,270 Cost of Revenue 69,373 132 - - 69,505 Total Expenses 471,688 131 925 - 472,744 Other Income (Expenses) (2,184,068 ) 6,547 (375 ) - (2,177,896 ) Noncontrolling Interest 377,858 - - - 377,858 Net (Loss) Income (2,099,001 ) 6,284 (1,300 ) - (2,094,017 ) Assets 464,246 104,363 47,705 (258,614 ) 357,700 Liabilities 8,144,346 336,696 9,051 (258,614 ) 8,231,478 For the Three Months ended March 31, 2016 Canada United Kingdom United States Elimination Consolidated Revenue $ 210,848 $ 50,745 $ - $ (6,666 ) $ 254,928 Cost of Revenue 67,077 34,137 - (6,666 ) 94,548 Total Expenses 450,094 124,297 (1,686 ) - 572,705 Other Income (Expenses) (34,905 ) (13,383 ) (1,368 ) - (49,656 ) Noncontrolling Interest 74,561 - - - 74,561 Net (Loss) Income (266,667 ) (121,071 ) 319 - (387,420 ) Assets 882,634 64,272 67,594 (255,813 ) 758,687 Liabilities 4,230,811 308,528 11,354 (255,813 ) 4,294,880 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13 – 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 CDN or $5,500 CDN a month. For the three months ended March 31, 2017 and 2016, the aggregate rental expense was $17,594 and $17,660, respectively. Rent expense included other amounts paid in Canada 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 March 31, 2017: March 31: 2017 $ 29,243 2018 2,200 2019 2,200 2020 917 $ 34,560 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 March 31, 2017, the Company has set up a reserve for future warranty costs of $112,697. 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 $2,624 and $45,217 for the three months ended March 31, 2017 and 2016, 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 | 3 Months Ended |
Mar. 31, 2017 | |
Loss Contingency [Abstract] | |
Legal Matters | Note 14 – 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. DSG TAG Systems agreed to pay the plaintiff $86,780 CDN in monthly installations of $5,423.75 CDN over a period of sixteen consecutive months, the first payment commencing April 20, 2016. DSG TAG failed to make further payments after 2 scheduled payments in May and June 2016. On September 27, the shareholder filed a Subpoena to Debtor at the Supreme Court of British Columbia for a hearing on October 17, 2016. 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. The Company has accrued liabilities related to this matter in the financial statements. As of March 31, 2017, the Company has not yet made any payments. A Director of the Company, representing their company Adore Creative Agency Inc. (Adore) has filed a notice of default in regards to the related party convertible note on the financial statements of DSG TAG. The note was issued in lieu of marketing services, the note maturity date is March 31, 2016. Adore and DSG TAG are currently in arbitration in regards to this matter. On September 7, 2016, a vendor has filed a Complaint for Damage in Florida (Case Number: CACE-16-016663) 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 – SUBSEQUENT EVENTS Management has evaluated events subsequent through May 22, 2017, for transactions and other events that may require adjustment of and/or disclosure in such financial statements. 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 April 7, 2017, the Company issued 500,000 shares of common stock pursuant to the Securities Purchase Agreement dated March 15, 2017 at $0.10 per common share for total consideration of $50,000. Funds were received prior to quarter end and are included in shares to be issued at March 31, 2017. On April 3, 2017, the Company entered into an agreement to issue 481,836 shares of common stock pursuant to the conversion of a $24,092 CDN convertible note balance at a conversion price of $0.05 per share of common stock. The Company also agreed to issue 43,213 shares of common stock pursuant to the conversion of interest outstanding totaling $2,161 CDN at a conversion price of $0.05 per share of common stock. On May 4, 2017, the Company approved the conversion of a $150,000 convertible note held by Gemini Holdings, Inc with the Company. Pursuant to this conversion, on May 17, 2017, the Company issued 3,000,000 free-trading shares of common stock to settle the note. On May 8, 2017, the Company received a notice for the conversion of a $72,500 convertible note held with Coastal Investment Partners. The Company issued 100,000 restricted shares of common stock pursuant to this conversion notice. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements were prepared in conformity with generally accepted accounting principles in the United States (“US GAAP”) and with the instructions to Form 10-Q. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to U.S. GAAP rules and regulations for presentation of interim financial information. Therefore, the unaudited condensed interim consolidated financial statements should be read in conjunction with the financial statements and the notes thereto, included in the Company’s Annual Report on the Form 10-K for the year ended December 31, 2016. Current and future financial statements may not be directly comparable to the Company’s historical financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. |
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 condensed consolidated financial statements in the period they are determined. |
Exchange (Loss) Gain | Exchange (Loss) Gain During the three months ended March 31, 2017, and 2016, the transactions of the Company and its subsidiaries 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 subsidiaries 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 unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted 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 March 31, 2017 and December 31, 2016, 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. |
Trade Receivable | Trade Receivable All trade receivables 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 trade receivables. The allowance for doubtful accounts as of March 31, 2017, and December 31, 2016 was $47,728 and $47,289, 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 March 31, 2017 and December 31, 2016 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 and Promotion Costs | Advertising and Promotion Costs The Company expenses all advertising costs as incurred. Advertising and promotion costs were $112,311 and $142,634 for the three months ended March 31, 2017 and 2016, 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 March 31, 2017, and December 31, 2016, 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 useful life for rental equipment was adjusted for the tag to 5 years from 10 years, and for the Touch/Text, the useful life was adjusted to 5 years from 8 years. The adjustment properly reflects the average lease term for the rental equipment and the average life of the product. 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 March 31, 2017 and December 31, 2016, fixed assets consisted of the following: March 31, 2017 December 31, 2016 Furniture and equipment $ 21,021 $ 20,838 Computer equipment 27,642 23,317 Accumulated Depreciation (44,849 ) (39,414 ) $ 3,814 $ 4,741 As of March 31, 2017 and December 31, 2016, leased equipment consisted of the following: March 31, 2017 December 31, 2016 Tags $ 124,016 $ 122,935 Text 27,410 27,171 Touch 22,705 22,507 Accumulated Depreciation (137,509 ) (129,850 ) $ 36,622 $ 42,763 For the three months ended March 31, 2017 and 2016, total depreciation expense was $7,492 and $5,288 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 The Company’s financial instruments consist of cash, trade receivables, trades payable, loans payable, and convertible notes payable. Other than convertible notes, the fair values of these financial instruments approximate their respective carrying values because of the short maturity of these instruments. The Company determined that the aggregate fair value of loans payable outstanding at March 31, 2017 and December 31, 2016, based on Level 2 inputs in the fair value hierarchy, was equal to their aggregate book value based on the short maturities and current borrowing rates available to the Company. The fair value of the Company’s convertible notes is based on Level 3 inputs in the fair value hierarchy. The Company calculated the fair value of the potential derivative liability on these notes by using the Binomial method to determine the fair value of the conversion feature (see Note 7). Debt issuance costs The Company incurs costs in connection with debt issuances, such as commissions and professional fees. Debt issuance costs are initially recorded as a reduction of the related debt on the consolidated balance sheets, and are amortized to financing expense over the term of the respective borrowings using the effective interest method. Any costs incurred or paid to the lender in connection with the issuance of debt represent a reduction in the proceeds received by the Company. The resulting discount is amortized as accretion expense over the term of the debt using the effective interest method. |
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 three months ended March 31, 2017 and 2016: March 31, 2017 March 31, 2016 Net loss attributable to DSG Global Inc. $ (2,094,017 ) $ (387,420 ) Net loss per share Basic and Diluted: Basic $ (0.067 ) $ (0.013 ) Diluted $ (0.067 ) $ (0.013 ) Weighted average number of shares used in computing basic and diluted net loss per share: Basic 31,391,187 30,291,187 Diluted 31,391,187 30,291,187 |
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 There have been no new accounting pronouncements during the three months ended March 31, 2017 that we believe would have a material impact on our financial position or results of operations. |
Going Concern | Going Concern As reflected in the accompanying financial statements, the Company had an accumulated deficit of $29,107,463 as of March 31, 2017 and had a net loss of $2,094,017 for the three months ended March 31, 2017. 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. |
Reclassification | Reclassification Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flow. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 and December 31, 2016, fixed assets consisted of the following: March 31, 2017 December 31, 2016 Furniture and equipment $ 21,021 $ 20,838 Computer equipment 27,642 23,317 Accumulated Depreciation (44,849 ) (39,414 ) $ 3,814 $ 4,741 |
Schedule of Leased Equipment | As of March 31, 2017 and December 31, 2016, leased equipment consisted of the following: March 31, 2017 December 31, 2016 Tags $ 124,016 $ 122,935 Text 27,410 27,171 Touch 22,705 22,507 Accumulated Depreciation (137,509 ) (129,850 ) $ 36,622 $ 42,763 |
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 three months ended March 31, 2017 and 2016: March 31, 2017 March 31, 2016 Net loss attributable to DSG Global Inc. $ (2,094,017 ) $ (387,420 ) Net loss per share Basic and Diluted: Basic $ (0.067 ) $ (0.013 ) Diluted $ (0.067 ) $ (0.013 ) Weighted average number of shares used in computing basic and diluted net loss per share: Basic 31,391,187 30,291,187 Diluted 31,391,187 30,291,187 |
Trade Receivables, Net (Tables)
Trade Receivables, Net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Receivables [Abstract] | |
Schedule of Trade Receivables | As of March 31, 2017 and December 31, 2016, trade receivables consist of the following: March 31, 2017 December 31, 2016 Trade receivables $ 210,359 $ 137,327 Allowance for bad debt (47,728 ) (47,289 ) Total trade receivables, net $ 162,631 $ 90,038 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following as of March 31, 2017 and December 31, 2016: March 31, 2017 December 31, 2016 Intangible Asset - Patent $ 21,440 $ 21,253 Accumulated Depreciation (4,969 ) (4,637 ) $ 16,471 $ 16,580 |
Schedule of Amortization of Intangible | The following table summarizes our five-year estimated amortization of intangible assets as of March 31, 2017: March 31, 2017 $ 1,184 2018 1,184 2019 1,184 2020 1,184 2021 1,184 2022 & Thereafter 10,551 $ 16,471 |
Trade and Other Payables (Table
Trade and Other Payables (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Trade and Other Payables | As of March 31, 2017 and December 31, 2016, trade and other payables consist of the following: March 31, 2017 December 31, 2016 Trade payables $ 1,065,168 $ 940,722 Accrued expenses 349,909 388,331 Accrued interest 1,376,482 1,222,151 Other liabilities (1,435 ) 17,588 Total trade and other payables $ 2,790,124 $ 2,568,792 |
Loans Payable (Tables)
Loans Payable (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Loans Payable | As of March 31, 2017 and December 31, 2016, loans payable consisted of the following: Loans Payable March 31, 2017 December 31, 2016 Unsecured, due on demand, interest 15% per annum $ 187,829 $ 186,192 Unsecured, due on demand, interest 36% per annum 45,949 45,548 Unsecured, loan payable, interest 18% per annum 317,500 317,500 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 67,618 67,029 Unsecured, loan payable, interest 10% per annum, with a minimum interest amount of $25,000, due July 22, 2016. 250,000 250,000 Total current portion $ 868,896 $ 866,269 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes | As of March 31, 2017 and December 31, 2016, convertible loans payable consisted of the following: Convertible Notes March 31, 2017 December 31, 2016 Unsecured, interest 15.2% per annum, 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 60 days period prior to conversion date $ 924,965 $ 916,905 Unsecured, interest 10% per annum. Principal plus interest repayable in cash or common shares due on demand. Convertible at the average closing price of the 60 days period prior to conversion date 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 150,000 150,000 Senior secured, interest 8% per annum. Principal plus interest 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) 261,389 261,389 Unsecured, interest 12% per annum. Matures 1 year from execution date. Principal plus interest is repayable in cash or common shares at the lower of current market price and 50% of the lowest trading price of Common Stock during the 25 Trading Days immediately preceding conversion (2) 74,500 - Unsecured, interest 12% per annum. Matures on October 18, 2017. Principal is repayable in cash or common shares at the lower of (i) three cents ($0.03) and (ii) 50% of the lowest trading price during the 25 Trading Days immediately preceding the date of conversion (3) 75,000 - Less: debt discount (1,2,3) (157,885 ) (179,333 ) Less: deferred financing fees (2,3) (5,355 ) - Total $ 1,572,614 $ 1,398,961 Current portion 1,572,614 1,398,961 Long term portion $ - $ - |
Schedule of Convertible Notes to Related Party | Convertible Notes to Related Party March 31, 2017 December 31, 2016 Unsecured, 8% annual rate for one month; if not paid in one month, 4% per month thereafter; convertible at $0.05 per share 30,053 29,791 Unsecured, interest 5% per annum, matures March 30, 2016, and is convertible at $1.25/per share $ 310,000 $ 310,000 Total current portion $ 340,053 $ 339,791 |
Income Tax (Tables)
Income Tax (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense | The following is the income tax expense reflected in the Statement of Operations for the three months ended March 31, 2017 and 2016. Income Tax Expense March 31, 2017 March 31, 2016 Current $ - $ - Deferred - - Total $ - $ - |
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 three months ended March 31, 2017 and 2016: Component of Loss Before Income Tax and Noncontrolling Interest March 31, 2017 March 31, 2016 Loss before income tax and noncontrolling Interest $ (2,471,875 ) $ (461,981 ) Income Tax $ - $ - Effective tax rate 0 % 0 % |
Geographic Segment Information
Geographic Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Geographic Segment Information | For the three months ended March 31, 2017 and 2016, geographic segment information is as follows: For the Three Months ended March 31, 2017 Canada United Kingdom United States Elimination Consolidated Revenue $ 248,270 $ - - $ - $ 248,270 Cost of Revenue 69,373 132 - - 69,505 Total Expenses 471,688 131 925 - 472,744 Other Income (Expenses) (2,184,068 ) 6,547 (375 ) - (2,177,896 ) Noncontrolling Interest 377,858 - - - 377,858 Net (Loss) Income (2,099,001 ) 6,284 (1,300 ) - (2,094,017 ) Assets 464,246 104,363 47,705 (258,614 ) 357,700 Liabilities 8,144,346 336,696 9,051 (258,614 ) 8,231,478 For the Three Months ended March 31, 2016 Canada United Kingdom United States Elimination Consolidated Revenue $ 210,848 $ 50,745 $ - $ (6,666 ) $ 254,928 Cost of Revenue 67,077 34,137 - (6,666 ) 94,548 Total Expenses 450,094 124,297 (1,686 ) - 572,705 Other Income (Expenses) (34,905 ) (13,383 ) (1,368 ) - (49,656 ) Noncontrolling Interest 74,561 - - - 74,561 Net (Loss) Income (266,667 ) (121,071 ) 319 - (387,420 ) Assets 882,634 64,272 67,594 (255,813 ) 758,687 Liabilities 4,230,811 308,528 11,354 (255,813 ) 4,294,880 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017: March 31: 2017 $ 29,243 2018 2,200 2019 2,200 2020 917 $ 34,560 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended | ||
Mar. 31, 2017USD ($)Segment | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Number of reportable segments | Segment | 1 | ||
Allowance for doubtful accounts | $ 47,728 | $ 47,289 | |
Advertising and promotion costs | 112,311 | $ 142,634 | |
Depreciation expense | 7,492 | 5,288 | |
Accumulated deficit | 29,107,463 | $ 27,013,446 | |
Net loss | $ 2,094,017 | $ 387,420 | |
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 | ||
Minimum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Lease terms | 2 years | ||
Useful lives finite-lived intangible assets | 1 year | ||
Minimum [Member] | Tag [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful life of property and equipment | P5Y | ||
Minimum [Member] | Touch/Text [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful life of property and equipment | P5Y | ||
Maximum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Lease terms | 3 years | ||
Useful lives finite-lived intangible assets | 20 years | ||
Maximum [Member] | Tag [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful life of property and equipment | P10Y | ||
Maximum [Member] | Touch/Text [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful life of property and equipment | P8Y |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details) | 3 Months Ended |
Mar. 31, 2017 | |
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 Accoun35
Summary of Significant Accounting Policies - Schedule of Fixed Assets (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Summary Of Significant Accounting Policies [Line Items] | ||
Accumulated Depreciation | $ (44,849) | $ (39,414) |
Fixed assets, Net | 3,814 | 4,741 |
Furniture and Equipment [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Fixed assets, Gross | 21,021 | 20,838 |
Computer Equipment [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Fixed assets, Gross | $ 27,642 | $ 23,317 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Schedule of Leased Equipment (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Summary Of Significant Accounting Policies [Line Items] | ||
Accumulated Depreciation | $ (137,509) | $ (129,850) |
Leased equipment, Net | 36,622 | 42,763 |
Tag [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Leased equipment, Gross | 124,016 | 122,935 |
Text [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Leased equipment, Gross | 27,410 | 27,171 |
Touch [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Leased equipment, Gross | $ 22,705 | $ 22,507 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Schedule of Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Accounting Policies [Abstract] | ||
Net loss attributable to DSG Global Inc. | $ (2,094,017) | $ (387,420) |
Net loss per share, Basic | $ (0.067) | $ (0.013) |
Net loss per share, Diluted | $ (0.067) | $ (0.013) |
Weighted average number of shares used in computing basic and diluted net loss per share: Basic | 31,391,187 | 30,291,187 |
Weighted average number of shares used in computing basic and diluted net loss per share: Diluted | 31,391,187 | 30,291,187 |
Trade Receivables, Net - Schedu
Trade Receivables, Net - Schedule of Trade Receivables (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Receivables [Abstract] | ||
Trade receivables | $ 210,359 | $ 137,327 |
Allowance for bad debt | (47,728) | (47,289) |
Total trade receivables, net | $ 162,631 | $ 90,038 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - Patents [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 20 years | |
Amortization method | straight-line basis | |
Depreciation expense | $ 332 | $ 296 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Asset - Patents, net | $ 16,471 | |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Asset - Patents Gross | 21,440 | $ 21,253 |
Accumulated Amortization | (4,969) | (4,637) |
Intangible Asset - Patents, net | $ 16,471 | $ 16,580 |
Intangible Assets - Schedule 41
Intangible Assets - Schedule of Amortization of Intangible (Details) | Mar. 31, 2017USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,017 | $ 1,184 |
2,018 | 1,184 |
2,019 | 1,184 |
2,020 | 1,184 |
2,021 | 1,184 |
2022 & Thereafter | 10,551 |
Intangible Asset - Patent, net | $ 16,471 |
Trade and Other Payables - Sche
Trade and Other Payables - Schedule of Trade and Other Payables (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Trade payable | $ 1,065,168 | $ 940,722 |
Accrued expenses | 349,909 | 388,331 |
Accrued interest | 1,376,482 | 1,222,151 |
Other liabilities | (1,435) | 17,588 |
Total trade and other payables | $ 2,790,124 | $ 2,568,792 |
Loans Payable - Schedule of Loa
Loans Payable - Schedule of Loans Payable (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Line of Credit Facility [Line Items] | ||
Loans Payable Current | $ 868,896 | $ 866,269 |
Loans Payable [Member] | ||
Line of Credit Facility [Line Items] | ||
Loans Payable Current | 187,829 | 186,192 |
Loans Payable One [Member] | ||
Line of Credit Facility [Line Items] | ||
Loans Payable Current | 45,949 | 45,548 |
Loans Payable Two [Member] | ||
Line of Credit Facility [Line Items] | ||
Loans Payable Current | 317,500 | 317,500 |
Loans Payable Three [Member] | ||
Line of Credit Facility [Line Items] | ||
Loans Payable Current | 67,618 | 67,029 |
Loans Payable Four [Member] | ||
Line of Credit Facility [Line Items] | ||
Loans Payable Current | $ 250,000 | $ 250,000 |
Loans Payable - Schedule of L44
Loans Payable - Schedule of Loans Payable (Details) (Parentheticals) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 16, 2016 | |
Line of Credit Facility [Line Items] | ||
Interest per annum | 0.62% | 8.00% |
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] | ||
Loan payable due date | Jul. 22, 2016 | |
Minimum interest amount | $ 25,000 | |
Loans Payable [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest per annum | 15.00% | |
Loans Payable One [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest per annum | 36.00% | |
Loans Payable Two [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest per annum | 18.00% | |
Loans Payable Three [Member] | May 6, 2016 [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest per annum | 5.00% | |
Loans Payable Three [Member] | June 5, 2016 [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest per annum | 10.00% | |
Loans Payable Three [Member] | July 5, 2016 [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest per annum | 20.00% | |
Loans Payable Four [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest per annum | 10.00% |
Convertible Notes - Schedule of
Convertible Notes - Schedule of Convertible Notes (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | ||
Line of Credit Facility [Line Items] | ||||
Total | $ 1,572,614 | $ 1,398,961 | ||
Less: debt discount | (157,885) | (179,333) | [1],[2],[3] | |
Less: deferred financing fees | [1],[2] | (5,355) | ||
Current portion | 1,572,614 | 1,398,961 | ||
Long term portion | ||||
Unsecured Interest Rate One [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Total | 924,965 | 916,905 | ||
Unsecured Interest Rate Two [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Total | 250,000 | 250,000 | ||
Unsecured Interest Rate Three [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Total | 150,000 | 150,000 | ||
Senior Secured Interest Rate [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Total | [3] | 261,389 | 261,389 | |
Unsecured Interest Rate Four [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Total | [1] | 74,500 | ||
Unsecured Interest Rate Five [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Total | [2] | $ 75,000 | ||
[1] | On December 21, 2016, the Company entered into a convertible note agreement for the principal amount of $74,500 in consideration of cash proceeds of $72,250 received January 10, 2017. 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 Trading Day immediately preceding the Closing Date, and (ii) 50% of the lowest sale price for the Common Stock during the twenty five (25) consecutive Trading Days immediately preceding the Conversion Date. Discounts and deferred financing fees on the note were $2,250 and $4,750, respectively, and are being amortized over life of the note. The fair market value of the potential derivative liability was $413,937 calculated using the binomial method with a volatility rate of 255% and discount interest rate of 0.82%. Derivative liability applied as discount on the notes was $72,250 and is being amortized over the life of the notes. At March 31, 2017, a derivative loss of $123,074 was recorded for the change in fair value. | |||
[2] | 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. Debt issuance costs and deferred financing fees on the note were $4,750 and $2,750, respectively, and are being amortized over life of the note. The fair market value of the potential derivative liability was $1,005,000 calculated using the binomial method with a volatility rate of 283% and discount interest rate of 0.73%. Derivative liability applied as discount on the notes was $75,000 and is being amortized over the life of the notes. At March 31, 2017, a derivative gain of $43,750 was recorded for the change in fair value. | |||
[3] | On November 7, 2016, we entered into a securities purchase agreement with Coastal Investment Partners (the "Lendor"). Pursuant to the agreement, the Lendor 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 $75,000 in consideration of cash proceeds of $10,000. 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. 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. At March 31, 2017, a derivative loss of $365,073 was recorded for the change in fair value. Subsequent to the quarter ending March 31, 2017, the Lendor provided conversion notice for the $72,500 convertible note dated November 7, 2016. The Company issued 100,000 common shares pursuant to this conversion. |
Convertible Notes - Schedule 46
Convertible Notes - Schedule of Convertible Notes (Details) (Parenthetical) - USD ($) | Jan. 18, 2017 | Dec. 21, 2016 | Nov. 10, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 16, 2016 | |
Convertible Loan To Related Party [Line Items] | |||||||
Convertible loan, interest rate | 0.62% | 8.00% | |||||
Debt conversion price per share | $ 0.05 | ||||||
Debt original issue discount | 0.62% | ||||||
Discount on notes | $ 145,000 | ||||||
Convertible note balances into credit facility | $ (1,572,614) | $ (1,398,961) | |||||
Fair market value potential derivative liability | 365,944 | ||||||
Volatility rate | 171.00% | ||||||
Derivative gain and loss | $ 365,073 | ||||||
Deferred financing fees | [1],[2] | (5,355) | |||||
Derivative Liability | $ 2,376,529 | $ 365,944 | |||||
Convertible Note [Member] | |||||||
Convertible Loan To Related Party [Line Items] | |||||||
Convertible loan, interest rate | 12.00% | 0.82% | |||||
Maturity date, end | Dec. 21, 2017 | ||||||
Lowest trading price, percentage | 50.00% | ||||||
Convertible debt agreement value | $ 74,500 | ||||||
Proceeds from convertible debt | 72,250 | ||||||
Discount on notes | 2,250 | ||||||
Fair market value potential derivative liability | $ 413,937 | ||||||
Volatility rate | 255.00% | ||||||
Derivative gain and loss | $ 123,074 | ||||||
Deferred financing fees | $ 4,750 | ||||||
Derivative Liability | $ 72,250 | ||||||
Convertible Note One [Member] | |||||||
Convertible Loan To Related Party [Line Items] | |||||||
Convertible loan, interest rate | 12.00% | 0.73% | |||||
Maturity date, end | Oct. 18, 2017 | ||||||
Convertible debt agreement value | $ 75,000 | ||||||
Fair market value potential derivative liability | $ 1,005,000 | ||||||
Volatility rate | 283.00% | ||||||
Derivative gain and loss | $ 43,750 | ||||||
Debt issuance costs | 4,750 | ||||||
Deferred financing fees | $ 2,750 | ||||||
Derivative Liability | 75,000 | ||||||
Debt Instrument, Description | 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. | ||||||
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] | Lendor [Member] | |||||||
Convertible Loan To Related Party [Line Items] | |||||||
Convertible debt agreement value | 72,500 | ||||||
Beneficial conversion feature of notes | $ 100,000 | ||||||
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 | 75,000 | ||||||
Proceeds from convertible debt | 10,000 | ||||||
Discount on notes | $ 116,389 | ||||||
Unsecured Interest Rate One [Member] | |||||||
Convertible Loan To Related Party [Line Items] | |||||||
Maturity date, start | Feb. 28, 2015 | ||||||
Maturity date, end | Dec. 31, 2015 | ||||||
Unsecured Interest Rate One [Member] | |||||||
Convertible Loan To Related Party [Line Items] | |||||||
Convertible loan, interest rate | 15.20% | ||||||
Unsecured Interest Rate Two [Member] | |||||||
Convertible Loan To Related Party [Line Items] | |||||||
Convertible loan, interest rate | 10.00% | ||||||
Unsecured Interest Rate Three [Member] | |||||||
Convertible Loan To Related Party [Line Items] | |||||||
Convertible loan, interest rate | 2.00% | ||||||
Debt conversion price per share | $ 0.27 | ||||||
Senior Secured Interest Rate [Member] | |||||||
Convertible Loan To Related Party [Line Items] | |||||||
Convertible loan, interest rate | 8.00% | ||||||
Debt conversion price per share | $ 0.12 | ||||||
Unsecured Interest Rate Four [Member] | |||||||
Convertible Loan To Related Party [Line Items] | |||||||
Convertible loan, interest rate | 12.00% | ||||||
Lowest trading price, percentage | 50.00% | ||||||
Unsecured Interest Rate Five [Member] | |||||||
Convertible Loan To Related Party [Line Items] | |||||||
Convertible loan, interest rate | 12.00% | ||||||
Debt conversion price per share | $ 0.03 | ||||||
Lowest trading price, percentage | 50.00% | ||||||
[1] | On December 21, 2016, the Company entered into a convertible note agreement for the principal amount of $74,500 in consideration of cash proceeds of $72,250 received January 10, 2017. 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 Trading Day immediately preceding the Closing Date, and (ii) 50% of the lowest sale price for the Common Stock during the twenty five (25) consecutive Trading Days immediately preceding the Conversion Date. Discounts and deferred financing fees on the note were $2,250 and $4,750, respectively, and are being amortized over life of the note. The fair market value of the potential derivative liability was $413,937 calculated using the binomial method with a volatility rate of 255% and discount interest rate of 0.82%. Derivative liability applied as discount on the notes was $72,250 and is being amortized over the life of the notes. At March 31, 2017, a derivative loss of $123,074 was recorded for the change in fair value. | ||||||
[2] | 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. Debt issuance costs and deferred financing fees on the note were $4,750 and $2,750, respectively, and are being amortized over life of the note. The fair market value of the potential derivative liability was $1,005,000 calculated using the binomial method with a volatility rate of 283% and discount interest rate of 0.73%. Derivative liability applied as discount on the notes was $75,000 and is being amortized over the life of the notes. At March 31, 2017, a derivative gain of $43,750 was recorded for the change in fair value. |
Convertible Notes - Schedule 47
Convertible Notes - Schedule of Convertible Notes to Related Party (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Total current portion | $ 340,053 | $ 339,791 |
Unsecured Debt One [Member] | ||
Total current portion | 30,053 | 29,791 |
Unsecured Debt Two [Member] | ||
Total current portion | $ 310,000 | $ 310,000 |
Convertible Notes - Schedule 48
Convertible Notes - Schedule of Convertible Notes to Related Party (Details) (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2017 | Dec. 16, 2016 | |
Convertible Loan To Related Party [Line Items] | ||
Convertible loan, interest rate | 0.62% | 8.00% |
Convertible loan, price per share | $ 0.05 | |
Unsecured Debt One [Member] | ||
Convertible Loan To Related Party [Line Items] | ||
Convertible loan, interest rate | 8.00% | |
Convertible loan, price per share | $ 0.05 | |
Unsecured Debt One [Member] | Scenario if Not Paid [Member] | ||
Convertible Loan To Related Party [Line Items] | ||
Convertible loan, interest rate | 4.00% | |
Unsecured Debt Two [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 |
Mezzanine Equity (Details Narra
Mezzanine Equity (Details Narrative) - USD ($) | Oct. 22, 2015 | Oct. 24, 2014 | Mar. 31, 2017 | Dec. 31, 2016 | Oct. 02, 2016 | Sep. 30, 2016 | Sep. 01, 2016 | Aug. 01, 2016 | Jul. 02, 2016 | Jun. 02, 2016 | May 02, 2016 | Dec. 31, 2015 |
Series A Preferred Stock [Member] | Mezzanine Equity [Member] | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Preferred stock redemption price per share | $ 1.25 | $ 1.25 | $ 1.25 | $ 1.25 | $ 1.25 | $ 1.25 | ||||||
Preferred stock redemption | 2,429,384 | 900,000 | 900,000 | |||||||||
Preferred stock redemption value | $ 5,000,000 | $ 2,500,000 | $ 2,500,000 | $ (3,136,730) | $ (1,250,000) | $ (1,250,000) | ||||||
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 | 150,000,000 | 150,000,000 | ||||||||
Preferred stock par value | $ 0.001 | $ 0.001 | $ 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 designated | 5,000,000 | |||||||||||
Series A preferred stock interest rate per annum | 5.00% | |||||||||||
Predetermined conversion price per share | $ 1.25 | |||||||||||
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 ($) | Mar. 15, 2017 | Oct. 22, 2015 | Apr. 13, 2015 | Oct. 24, 2014 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 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 | ||||||
Common stock, shares issued | 32,541,187 | 30,291,187 | ||||||
Common stock, shares outstanding | 32,541,187 | 30,291,187 | ||||||
Common stock voting rights | One (1) vote | |||||||
Number of common stock issued value | $ 50,000 | |||||||
Non-controlling interest | $ 1,476,998 | $ 1,099,140 | ||||||
Percentage of non-controlling assets | 16.18% | 16.18% | ||||||
Investor Relations Agreement [Member] | December 23, 2017 [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of common stock shares issued | 2,250,000 | |||||||
Monthly fee | $ 3,750 | |||||||
Restricted common shares issued | 450,000 | |||||||
Purchase price per share | $ 0.051 | |||||||
Investor Relations Agreement [Member] | Within 10 Days of The Agreement [Member] | December 23, 2017 [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Restricted common shares issued | 1,800,000 | |||||||
Investor Relations Agreement [Member] | Monthly Installments [Member] | December 23, 2017 [Member] | ||||||||
Business Acquisition [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. | |||||||
Securities Purchase Agreement [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of common stock shares issued | 500,000 | |||||||
Purchase price per share | $ 0.10 | |||||||
Number of common stock issued value | $ 50,000 | |||||||
Dsg Tag Systems Inc [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of shares issued for conversion | 18,422 | |||||||
Preferred stock, shares authorized | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | ||||
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Dsg Tag Systems Inc [Member] | Series A Preferred Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Preferred stock designated | 5,000,000 | |||||||
Dsg Tag Systems Inc [Member] | Director [Member] | Series A Preferred Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of shares issued for conversion | 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 for conversion | 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% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Dec. 16, 2016USD ($)$ / shares | Dec. 16, 2016CAD | Sep. 30, 2016USD ($) | Mar. 31, 2015USD ($)$ / sharesshares | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Related Party Transaction [Line Items] | ||||||
Interest per annum | 8.00% | 0.62% | ||||
Convertible loan, price per share | $ / shares | $ 0.05 | |||||
Loan received from related party | $ 30,053 | |||||
Amount due from related party | $ 1,539 | $ 1,526 | ||||
If Not Paid Thereafter [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Interest per annum | 4.00% | |||||
CAD [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Loan received from related party | CAD | CAD 40,000 | |||||
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 | shares | 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 | $ / shares | $ 1.25 |
Income Tax (Details Narrative)
Income Tax (Details Narrative) | Mar. 31, 2017USD ($) |
Foreign Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss | $ 29,000,000 |
Income Tax - Schedule of Income
Income Tax - Schedule of Income Tax Expense (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Current income tax expense | ||
Deferred income tax expense | ||
Total |
Income Tax - Schedule of Compon
Income Tax - Schedule of Component of Loss Before Income Tax and Non-Controlling Interest (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Loss before income tax and noncontrolling interest | $ (2,471,875) | $ (461,981) |
Income Tax | ||
Effective tax rate | 0.00% | 0.00% |
Geographic Segment Informatio55
Geographic Segment Information (Details Narrative) | 3 Months Ended |
Mar. 31, 2017Regions | |
Segment Reporting [Abstract] | |
Number of operating regions | 3 |
Geographic Segment Informatio56
Geographic Segment Information - Schedule of Geographic Segment Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 248,270 | $ 254,928 | |
Cost of Revenue | 69,505 | 94,548 | |
Total Expenses | 472,744 | 572,705 | |
Other Income (Expenses) | (2,177,896) | (49,656) | |
Noncontrolling Interest | 377,858 | 74,561 | |
Net (Loss) Income | (2,094,017) | (387,420) | |
Assets | 357,700 | $ 290,771 | |
Liabilities | 8,231,478 | $ 5,807,461 | |
Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 248,270 | 254,928 | |
Cost of Revenue | 69,505 | 94,548 | |
Total Expenses | 472,744 | 572,705 | |
Other Income (Expenses) | (2,177,896) | (49,656) | |
Noncontrolling Interest | 377,858 | 74,561 | |
Net (Loss) Income | (2,094,017) | (387,420) | |
Assets | 357,700 | 758,687 | |
Liabilities | 8,231,478 | 4,294,880 | |
Operating Segments [Member] | Canada [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 248,270 | 210,848 | |
Cost of Revenue | 69,373 | 67,077 | |
Total Expenses | 471,688 | 450,094 | |
Other Income (Expenses) | (2,184,068) | (34,905) | |
Noncontrolling Interest | 377,858 | 74,561 | |
Net (Loss) Income | (2,099,001) | (266,667) | |
Assets | 464,246 | 882,634 | |
Liabilities | 8,144,346 | 4,230,811 | |
Operating Segments [Member] | United Kingdom [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 50,745 | ||
Cost of Revenue | 132 | 34,137 | |
Total Expenses | 131 | 124,297 | |
Other Income (Expenses) | 6,547 | (13,383) | |
Noncontrolling Interest | |||
Net (Loss) Income | 6,284 | (121,071) | |
Assets | 104,363 | 64,272 | |
Liabilities | 336,696 | 308,528 | |
Operating Segments [Member] | United States [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | |||
Cost of Revenue | |||
Total Expenses | 925 | (1,686) | |
Other Income (Expenses) | (375) | (1,368) | |
Noncontrolling Interest | |||
Net (Loss) Income | (1,300) | 319 | |
Assets | 47,705 | 67,594 | |
Liabilities | 9,051 | 11,354 | |
Elimination [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (6,666) | ||
Cost of Revenue | (6,666) | ||
Total Expenses | |||
Other Income (Expenses) | |||
Noncontrolling Interest | |||
Net (Loss) Income | |||
Assets | (258,614) | (255,813) | |
Liabilities | $ (258,614) | $ (255,813) |
Commitments and Contingencies57
Commitments and Contingencies (Details Narrative) | 3 Months Ended | ||
Mar. 31, 2017USD ($) | Mar. 31, 2017CAD | Mar. 31, 2016USD ($) | |
Operating Leased Assets [Line Items] | |||
Operating lease expire date | Apr. 30, 2016 | Apr. 30, 2016 | |
Rental expense | $ 17,594 | $ 17,660 | |
Reserve for future warranty costs | 112,697 | ||
Warranty expense | 2,624 | $ 45,217 | |
Lease Agreement [Member] | |||
Operating Leased Assets [Line Items] | |||
Rental expense | $ 183 | ||
Lease terms | 60 months | 60 months | |
CAD [Member] | |||
Operating Leased Assets [Line Items] | |||
Annual rent payment | CAD | CAD 66,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Operating Lease Future Minimum Payment (Details) | Mar. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 29,243 |
2,018 | 2,200 |
2,019 | 2,200 |
2,020 | 917 |
Total Minimum Payments | $ 34,560 |
Legal Matters (Details Narrativ
Legal Matters (Details Narrative) | Oct. 17, 2016USD ($) | Oct. 17, 2016CAD | Sep. 07, 2016USD ($) | Oct. 22, 2015shares | Aug. 13, 2015USD ($) | Jun. 04, 2015CAD | Mar. 08, 2013USD ($) | Feb. 16, 2016USD ($) | 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 | 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 | ||||||||
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 5,424 | ||||||||
Equal installments of litigation settlement | $ 86,780 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | May 17, 2017shares | May 08, 2017USD ($)shares | May 04, 2017USD ($) | Apr. 07, 2017USD ($)$ / sharesshares | Apr. 03, 2017USD ($)$ / sharesshares | Apr. 03, 2017CADshares | Mar. 15, 2017USD ($)$ / shares | Mar. 31, 2017USD ($) | Dec. 16, 2016$ / shares |
Subsequent Event [Line Items] | |||||||||
Debt interest rate percentage | 0.62% | 8.00% | |||||||
Number of common stock shares issued value | $ 50,000 | ||||||||
Debt conversion price per share | $ / shares | $ 0.05 | ||||||||
Securities Purchase Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of common stock shares issued value | $ 50,000 | ||||||||
Common shares price per share | $ / shares | $ 0.10 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt discount rate | 50.00% | ||||||||
Number of shares issued for conversion | shares | 3,000,000 | 43,213 | 43,213 | ||||||
Debt conversion price per share | $ / shares | $ 0.05 | ||||||||
Number of restricted shares | shares | 100,000 | ||||||||
Subsequent Event [Member] | Coastal Investment Partners [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt conversion amount | $ 72,500 | ||||||||
Subsequent Event [Member] | Gemini Holdings, Inc [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt conversion amount | $ 150,000 | ||||||||
Subsequent Event [Member] | CAD [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt conversion amount | CAD | CAD 2,161 | ||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of common stock shares issued | shares | 500,000 | ||||||||
Number of common stock shares issued value | $ 50,000 | ||||||||
Common shares price per share | $ / shares | $ .10 | ||||||||
Number of shares issued for conversion | shares | 481,836 | 481,836 | |||||||
Debt conversion price per share | $ / shares | $ 0.05 | ||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | CAD [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt conversion amount | $ 24,092 | ||||||||
Subsequent Event [Member] | Convertible Promissory Note [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Convertible note principal amount | $ 110,000 | ||||||||
Convertible note maturity date | Oct. 3, 2017 | Oct. 3, 2017 | |||||||
Debt interest rate percentage | 10.00% | ||||||||
Number of common stock shares issued | shares | 550,000 | 550,000 | |||||||
Common stock principal percentage | 55.00% | 55.00% | |||||||
Debt discount rate | 45.00% | ||||||||
Variable conversion price percentage | 55.00% | 55.00% |