Class of Stock [Axis]
Series A Preferred Stock [Member]
Series B Preferred Stock [Member]
Series C Preferred Stock [Member]
Series D Preferred Stock [Member]
Equity Components [Axis]
Common Stock [Member]
Treasury Stock [Member]
Additional Paid-in Capital [Member]
Accumulated Deficit [Member]
Other Comprehensive Interest [Member]
Non-controlling Interest [Member]
Consolidated Entities [Axis]
NOW Solutions [Member]
SnAPPnet, Inc [Member]
Priority Time Systems, Inc. [Member]
Ploinks, Inc [Member]
Government Internet Systems, Inc [Member]
Finite-Lived Intangible Assets by Major Class [Axis]
Computer Software [Member]
Range [Axis]
Minimum [Member]
Legal Entity [Axis]
Third Party [Member]
Maximum [Member]
Liability Class [Axis]
Stock Derivative [Member]
Fair Value, Hierarchy [Axis]
Level 1 [Member]
Level 2 [Member]
Level 3 [Member]
Unregistered Common Stock [Member]
Type of Arrangement and Non-arrangement Transactions [Axis]
Consulting Agreement [Member]
Related Party [Axis]
Consultant [Member]
Restricted Performance Stock Agreements [Member]
Debt Instrument [Axis]
10% Convertible Debentures [Member]
Third Party Lender [Member]
Class of Warrant or Right [Axis]
Warrant [Member]
Subscription Agreements [Member]
Title of Individual [Axis]
Third Party Subscriber [Member]
Warrant (Purchase Price of $0.10 per share) [Member]
Warrant (Purchase Price of $0.20 per share) [Member]
Convertible Debentures [Member]
Restricted Stock Agreements [Member]
Employees and Consultant [Member]
Employee [Member]
Employee [Member]
Award Type [Axis]
Restricted Stock [Member]
Employees [Member]
Non-Employees [Member]
Business Acquisition [Axis]
Priority Times Systems, Inc. [Member]
Former Employee Member [Member]
Plan Name [Axis]
Incentive Stock Options [Member]
Non-Statutory Stock Options [Member]
Litigation Case [Axis]
Litigation Case Against InfiniTek Corporation [Member]
Parker Mills, LLP [Member]
One Promissory Note [Member]
Two Promissory Note [Member]
Promissory Note Issued on November 17 2009 and August 28 2014 [Member]
Subsequent Event Type [Axis]
Subsequent Event [Member]
11% Secured Lakeshore Note Due January 31, 2022 [Member]
Collateral [Axis]
Stage First Collateral [Member]
Stage Second Collateral [Member]
Stage Third Collateral [Member]
SiteFlash [Member]
Related Party Transaction [Axis]
Lakeshore Investments Llc [Member]
Long-term Debt, Type [Axis]
Convertible Debentures [Member]
Document And Entity Information
Entity Registrant Name
Entity Central Index Key
Document Type
Trading Symbol
Document Period End Date
Amendment Flag
Current Fiscal Year End Date
Entity a Well-known Seasoned Issuer
Entity a Voluntary Filer
Entity's Reporting Status Current
Entity Filer Category
Entity Public Float
Entity Common Stock, Shares Outstanding
Document Fiscal Period Focus
Document Fiscal Year Focus
Statement [Table]
Statement [Line Items]
Assets
Current assets
Cash
Accounts receivable, net of allowance for bad debts of $116,004 and $139,705 as of September 30, 2017 and December 31, 2016, respectively
Prepaid expenses and other current assets
Total current assets
Property and equipment, net of accumulated depreciation of $1,045,411 and $1,043,397 as of September 30, 2017 and December 31, 2016, respectively
Intangible assets, net of accumulated amortization of $319,530 and $319,513 as of September 30, 2017 and December 31, 2016, respectively
Deposits and other
Total assets
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable and accrued liabilities
Accounts payable to related parties
Bank overdraft
Deferred revenue
Derivative liabilities
Convertible debentures, net of unamortized discounts of $63,030 and $354,785 as of September 30, 2017 and December 31, 2016, respectively
Notes payable
Notes payable and convertible debt to related parties, net of unamortized discounts of $29,713 and $20,798
Total current liabilities
Total liabilities
Convertible cumulative preferred stock
Stockholders' Deficit
Common Stock; $.00001 par value; 2,000,000,000 shares authorized 1,180,105,201 issued and 1,140,105,201 outstanding as of September 30, 2017 and 1,167,841,439 issued and 1,127,841,439 outstanding as of December 31, 2016
Treasury stock; 40,000,000 as of September 30, 2017 and December 31, 2016
Additional paid-in capital
Accumulated deficit
Accumulated other comprehensive income - foreign currency translation
Total Vertical Computer Systems, Inc. stockholders' deficit
Noncontrolling interest
Total stockholders' deficit
Total liabilities and stockholders' deficit
Allowance for bad debts
Accumulated depreciation, property and equipment
Accumulated amortization
Unamortized discounts
Unamortized discounts to related parties
Common stock, par value (in dollars per share)
Common stock, authorized
Common stock, issued
Common stock, outstanding
Treasury stock
Preferred stock, dividend rate (as a percent)
Preferred stock, par value (in dollars per share)
Preferred stock, authorized
Preferred stock, issued
Preferred stock, outstanding
Income Statement [Abstract]
Revenues
Licensing and software
Software maintenance
Cloud-based offering
Consulting services
Other
Total revenues
Cost of revenues
Gross profit
Operating expenses:
Selling, general and administrative expenses
Depreciation and amortization
Bad debt expense (recovery)
Impairment of software costs
Total operating expenses
Operating Loss
Other Income (Expense):
Interest income
Gain on derivative liabilities
Gain on debt extinguishment
Forbearance fees
Interest expense
Net loss before noncontrolling interest and income tax expense (benefit)
Income tax expense (benefit)
Net loss before noncontrolling interest
Net loss attributable to noncontrolling interest
Net loss attributable to Vertical Computer Systems, Inc.
Dividends applicable to preferred stock
Net loss available to common stockholders
Basic and diluted net loss per share
Basic and diluted weighted average common shares outstanding
Comprehensive loss
Net loss
Translation adjustments
Comprehensive loss
Comprehensive loss attributable to noncontrolling interest
Comprehensive loss attributable to Vertical Computer Systems, Inc.
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balances, in beginning
Balances, in beginning (in shares)
Amortization of restricted stock awards
Shares issued for vested restricted stock awards
Shares issued for vested restricted stock awards (in shares)
Shares issued for conversion of convertible debentures
Shares issued for conversion of convertible debentures (in shares)
Shares issued for convertible debentures
Shares issued for convertible debentures (in shares)
Settlement of derivative liability upon conversion of debt
Shares issued to an employee
Shares issued to an employee (in shares)
Issuance of subsidiary shares for services
Dividends declared but unpaid to non-controlling interest holders
Shares and subsidiary shares issued for equity subscriptions
Shares and subsidiary shares issued for equity subscriptions (in shares)
Other comprehensive income translation adjustment
Issuance of shares for services
Issuance of shares for services (in shares)
Issuance of subsidiary shares for debt extensions
Non-controlling interest reclassification from additional paid-in capital
Balances, ending
Balances, ending (in shares)
Statement of Cash Flows [Abstract]
Cash flows from operating activities
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
Amortization of debt discounts
Common shares issued for services
Common shares issued to employees
Forfeited restricted stock awards
Cancellation of common shares issued for loan forbearance
Impairment of software development costs
Gain on extinguishment of debt and accrued interest
Gain on derivatives
Amortization of restricted stock awards
Amortization of subsidiary restricted stock awards
Changes in operating assets and liabilities:
Accounts receivable
Prepaid expenses and other assets
Accounts payable and accrued liabilities
Accounts payable related parties
Deferred revenue
Net cash used in operating activities
Cash flow from investing activities:
Software development
Purchase of property and equipment
Net cash used in investing activities
Cash flows from financing activities:
Borrowings on notes payable
Borrowings on convertible debentures
Payments of notes payable
Issuance of stock subscriptions
Dividends paid
Bank overdraft
Net cash provided by financing activities
Effect of changes in exchange rates on cash
Net change in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Supplemental disclosures of cash flow information:
Cash paid for interest
Non-cash investing and financing activities:
Common shares issued for conversion of debt and accrued interest
Common shares issued on settlement of debt and accrued interest
Common stock issued for settlement of derivative liabilities
Debt discount due to shares and warrants issued with debt
Issuance of shares for settlement of accounts payable and related party accounts payable
Debt discount due to derivative liabilities
Common shares issued for vested incentive restricted stock
Reclassification of warrants as derivative liabilities
Debt discount due to convertible debt extensions
Non-controlling interest reclassification to additional paid-in capital
Debt modification
Dividends declared but unpaid to non-controlling interest holders
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization, Basis of Presentation and Significant Accounting Policies
Going Concern
Notes Payable [Abstract]
Notes Payable
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Liability and Fair Value Measurements
Equity [Abstract]
Common and Preferred Stock Transactions
Option And Warrant Activity
Option and Warrant Activity
Related Party Transactions [Abstract]
Related Party Transactions
Commitments and Contingencies Disclosure [Abstract]
Legal Proceedings
Subsequent Events [Abstract]
Subsequent Events
Earnings per share
Capitalized Software Costs
Recently Issued Accounting Pronouncements
Schedule of third party debt activity and convertible debt
Schedule of fair value of derivative liabilities using Black-Scholes option pricing model
Schedule of fair value of derivative liabilities
Schedule of change in fair value of derivative liabilities
Option And Warrant Activity Tables
Schedule of option and warrant activity
Percentage of ownership
Estimated life of property and equipment
Software development
Impairment loss
Working capital
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Table]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Long-term Debt [Roll Forward]
Balance, beginning
Borrowings from convertible debentures
Repayments of third party notes
Borrowings from third parties
Repayments of convertible debentures
Conversion of debt principal to common stock
Debt discounts due to issuance of warrants and derivative liabilities
Effect of currency exchange
Balance, end
Schedule of Long-term Debt Instruments [Table]
Debt Instrument [Line Items]
Common Stock And Warrants [Member]
Debt face amount
Description of convertible debt
Number of shares issued during the period
Warrant term
Purchase price (in dollars per share)
Number of total warrants
Number of shares granted
Principal amount
Debt discount amortized
Derivative discount
Principal and interest payment
Number of shares converted under a convertible note
Principal amount of debt converted
Debt frequency of periodic payments
Debt periodic payment
Debt term
Description of collateral
Principal payment collateral
Percentage of assignment of interest in gross revenues generated from licenses of an asset
Percentage of advance on share of net income
Percentage of royalty on annual gross revenues
Threshold annual gross revenues
Percentage of net profits as minority owner
Income (loss) attributable to noncontrolling interest
Weekly advance periodic payment
Attorney fees
Payments to employees and former consultant
Number of shares issued for forbearance
Forbearance loss
Number of shares to be purchased under an option
Purchase Price of Shares Under an Option
Accrued dividends
Aggregate forbearance fees
Principle debt amount cancelled
Interest rate
Total payment of note payable
Expected dividends
Expected terms (years)
Volatility
Risk-free rate
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Liabilities
Derivative liabilities - convertible debt and warrants
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Fair value as of December 31, 2016
Additions recognized as debt discounts
Reduction due to settlement upon conversion
Gain on change in fair value of derivatives
Fair value as of September 30, 2017
Fair value of derivative liabilities
Gain on change in fair value of derivative liabilities
Percentage of voting interests acquired
Number of shares issued to seller
Consideration transferred
Aggregate fair market value of common stock grant
Number of shares issued for services
Value of shares issued for services
Number of share that may be issued for services
Vesting period
Number of shares granted during the period to employees
Number of shares issued to subscriber
Number of preferred shares purchased and issued
Number of shares that may be purchased under warrants
Fair value stock issued
Description of conversion terms
Fair value of warrant
Amortization expense
Fair value of shares granted during the period to employees
Amount of financing raised
Number of shares converted into common shares
Stock compensation expense
Number of shares non vested
Number of shares vested
Description of vesting rights
Amortized expense
Number of shares vested
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding at beginning
Options/Warrants granted
Options/Warrants exercised
Options/Warrants expired/cancelled
Outstanding at ending
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]]
Balance at beginning
Options/Warrants granted
Options/Warrants exercised
Options/Warrants expired/cancelled
Balance at ending
Class of Warrant or Right, Number of Securities Called by Warrants or Rights [Roll Forward]
Balance at beginning
Options/Warrants granted
Options/Warrants exercised
Options/Warrants expired/cancelled
Balance at ending
Class of Warrant or Right, Exercise Price of Warrants or Rights [Roll Forward]
Balance at beginning
Options/Warrants granted
Options/Warrants exercised
Options/Warrants expired/cancelled
Balance at ending
Option And Warrant Activity Details Narrative
Weighted average remaining life of outstanding warrants
Intrinsic value of exercisable warrants (in dollars per share)
Related party debt
Loss Contingencies [Table]
Loss Contingencies [Line Items]
Litigation settlement amount
Loss contingency accrual payments
Value of new issues during period
Debt issue date
Damages sought, value
Principal and accrued interest
Description of accrued interest
Subsequent Event [Table]
Subsequent Event [Line Items]
Number of shares vested
A derivative liability is a liability owed by the entity based upon a security with a price that is dependent upon or derived from one or more underlying assets. The derivative itself is a contract between two or more parties based upon the asset or assets. Its value is determined by fluctuations in the underlying asset.
The portion of the carrying value of the portions of long-term notes payable and long-term convertible debt as of the balance sheet date that is scheduled to be repaid within one year or in the normal operating cycle if longer.
The amount of debt discount from related party notes payable that was originally recognized at the issuance of the instrument that has yet to be amortized.
Repayment relief granted by the lender or creditor in lieu of forcing a property into foreclosure.
It refer to amount of amortization of restricted stock awards.
It represents value of equity issued in connection with issuance of convertible debentures.
It represents number of shares issued in connection with issuance of convertible debenture.
Amount of increase (decrease) in additional paid in capital (APIC) resulting from settlement of derivative liability for convertible debt.
Refers to the amount related to issuance of subsidiary shares to non-controlling interest incurred during the period.
Value of shares of stock issued during the period for subscriptions to a private offering of equity.
Number of shares of stock issued during the period for subscriptions to a private offering of equity.
It represents value of issuance of subsidiary shares for debt extensions.
Refers to the amount related to non-controlling interest from additional paid-in capital incurred during the period.
It represents value of common shares issued for services.
It refer to amount of common stock issued to employee during the period.
It represents as cancellation of common shares issued for loan for bearance.
The expense charged against earnings for the periodic recognition of the restricted stock award.
Amount of amortization of subsidiary restricted stock awards.
The value of shares issued for conversion of debt, including accrued interest and/or principal.
The value of shares of stock issued toward settlement of debt and accrued interest.
It refers to issuance of common stock for settlement of derivative liability.
It represents value of debt discount due to shares and warrants issued with debt.
The amount of debt discount due to derivative liabilities.
Information related to the amount of common shares issued for vested restricted stock
Refers to non cash amount regarding reclassification of debt to convertible debt.
The amount of debt discount due to convertible debt extensions.
It represents value of Non-controlling interest reclassification to additional paid in capital.
It represents value of debt modification.
Refers to the amount related to dividend declared but unpaid to non-controlling interest during the period.
The entire disclosure of options and warrant activity.
The tabular disclosure of stock options and warrants activity.
Entity owned or controlled by another entity.
Entity owned or controlled by another entity.
Entity owned or controlled by another entity.
Entity owned or controlled by another entity.
The amount of all assets and liabilities used in operating activities as of the date of the period.
Information about third party.
The gross value of stock issued during the period upon the conversion of convertible securities.
It represents value of debt discounts due to issuance of warrants and derivative liabilities.
Refers to currency translation relating to debt.
Information related to unregistered common stock.
Information related to consulting agreement.
Information related to consultant activities.
Information related to restricted performance stock agreements.
Information about third party.
Information related to common stock and warrants.
Information related to subscription agreements.
Information related to third party subscribers.
Security that gives the holder the right to purchase shares of stock in accordance with the terms of the instrument, usually upon payment of a specified amount.
Security that gives the holder the right to purchase shares of stock in accordance with the terms of the instrument, usually upon payment of a specified amount.
Borrowing which can be exchanged for a specified number of another security at the option of the issuer or the holder, for example, but not limited to, the entity's common stock.
Information about restricted stock agreements.
The amount refers to employees and consultant member.
Information about employees.
Information about employees.
Information about employees.
Information about non employees.
Represents the aggregation and reporting of combined amounts of individually immaterial business combinations that were completed during the period.
Information about former employees.
Number of shares issued during the period to to employees and contractors.
The number of shares of stock that may be issued to a party based on certain performance criteria.
Period of time between issuance and vesting of debt instrument, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
The number of preferred shares of stock that may be purchased and issued in connection with a subscription agreement.
Period of time between issuance and maturity of warrant, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
The number of shares of stock that may be purchased under warrants that were granted during the period.
The amount of financing raised during the period.
Amount of principal and interest paid under a debt instrument during the period.
It represents the principal amount of debt cancel.
Contracts conveying rights, but not obligations, to buy or sell a specific quantity of stock at a specified price during a specified period (an American option) or at a specified date (a European option).
Information about non statutory stock option.
Information related to number of warrants granted during the period.
Information related to number of warrants exercised during the period.
Information related to number of warrants expired or cancelled during the period.
Information related to exercise price of warrants granted during the period.
Information related to exercise price of warrants exercised during the period.
Information related to exercise price of warrants expired or cancelled during the period.
Weighted average remaining contractual term for equity-based awards , in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
Information related to intrinsic value of exercisable warrants granted during the period.
Refers to information about litigation case.
Refers to name of an entity.
Represent information about the promissory note.
Represent information about the promissory note.
Represent information about the promissory note.
Refers to the amount related to principal and interest accrued on legal proceddings during the period.
Represent information about the description of accrued interest.
Information by category of collateral or no collateral.
Information by category of collateral or no collateral.
Information by category of collateral or no collateral.
Entity owned or controlled by another entity.
Refers to information about legal entity.
Borrowing which can be exchanged for a specified number of another security at the option of the issuer or the holder, for example, but not limited to, the entity's common stock.
The percentage of an interest in the payment of gross revenues that may be generated from licensing of one or more assets (such as a patent) that have been assigned to one or more parties.
The percentage of net income after taxes payable as an advance to a minority interest owner of a subsidiary that is due to be paid as an advance.
Represents the percentage of royalty on annual gross reveune.
Refers to threshold limit of annual gross reveune.
It refese the persentage of annuel net income.
Refers to amount of weekly advance periodic payment.
Refers to amount of payment for employees and former consultant.
Number of new stock issued during the period.
Refers to amount of forbearance loss incurred during the period.
The number of shares of an entity that may be purchased under an option.
PurchasePriceofSharesUnderanOption DEF: The purchase price of shares of an entity that may be purchased under an option.
Represents repayment relief granted by the lender or creditor in lieu of forcing a property into foreclosure.
The amount of cash payments paid for shares of a company.
Employees2Member
ConvertibleDebt1Member
Assets, Current
Assets [Default Label]
Liabilities, Current
Liabilities [Default Label]
Treasury Stock, Value
Stockholders' Equity Attributable to Parent
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest
Liabilities and Equity
Revenue, Net
Cost of Revenue
Gross Profit
Operating Expenses
Operating Income (Loss)
ForbearanceFees
Interest Expense
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest
Net Income (Loss) Attributable to Noncontrolling Interest
Net Income (Loss) Attributable to Parent
Preferred Stock Dividends, Income Statement Impact
Net Income (Loss) Available to Common Stockholders, Basic
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest
Comprehensive Income (Loss), Net of Tax, Attributable to Parent
Shares, Outstanding
Dividends
Depreciation, Depletion and Amortization
CancellationOfCommonSharesIssuedForLoanForbearance
AmortizationOfRestrictedStockAwards
Increase (Decrease) in Accounts Receivable
Increase (Decrease) in Prepaid Expense and Other Assets
Increase (Decrease) in Accounts Payable and Accrued Liabilities
Increase (Decrease) in Deferred Revenue
Net Cash Provided by (Used in) Operating Activities
Payments for (Proceeds from) Productive Assets
Net Cash Provided by (Used in) Investing Activities
Repayments of Notes Payable
Proceeds from (Repayments of) Bank Overdrafts
Net Cash Provided by (Used in) Financing Activities
Cash and Cash Equivalents, Period Increase (Decrease)
Long-term Debt
Repayments of Long-term Debt
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis with Unobservable Inputs
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price
ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRightsGranted
ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRightsExercised
ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRightsExpiredOrCancelled
Class of Warrant or Right, Exercise Price of Warrants or Rights
ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1Granted
ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1Exercised
ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1ExpiredOrCancelled
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number