Consolidated Entities [Axis]
Subsidiaries [Member]
SnAPPnet, Inc [Member]
Priority Time Systems, Inc. [Member]
Ploinks, Inc [Member]
Government Internet Systems, Inc [Member]
Legal Entity [Axis]
Third Party [Member]
Related Party Transaction [Axis]
Lakeshore Investments Llc [Member]
Debt Instrument [Axis]
11% Secured Lakeshore Note Due January 31, 2022 [Member]
SiteFlash [Member]
Type of Arrangement and Non-arrangement Transactions [Axis]
2017 Lakeshore Loan Agreement Amendment [Member]
11% Secured Lakeshore Note [Member]
Liability Class [Axis]
Stock Derivative [Member]
Fair Value, Hierarchy [Axis]
Level 1 [Member]
Level 2 [Member]
Level 3 [Member]
Plan Name [Axis]
Incentive Stock Options [Member]
Non-Statutory Stock Options [Member]
Equity Components [Axis]
Warrant [Member]
Related Party [Axis]
Employees And Consultant [Member]
Class of Warrant or Right [Axis]
Warrant (Purchase Price of $0.10 per share) [Member]
Award Type [Axis]
Restricted Stock [Member]
Employee [Member]
Non Employees [Member]
Litigation Case [Axis]
Litigation Case Against InfiniTek Corporation [Member]
10% Convertible Debentures [Member]
Parker Mills, LLP [Member]
One Promissory Note [Member]
Two Promissory Note [Member]
Subsequent Event Type [Axis]
Subsequent Event [Member]
Class of Stock [Axis]
Series A Preferred Stock [Member]
Measurement Input Type [Axis]
Expected Dividends [Member]
Expected Term [Member]
Range [Axis]
Minimum [Member]
Maximum [Member]
Volatility [Member]
Risk Free Interest Rate [Member]
Series A 4% Convertible Cumulative Preferred Stock [Member]
Series B 10% Convertible Cumulative Preferred stock [Member]
Series C 4% Convertible Cumulative Preferred stock [Member]
Series D 15% Convertible Cumulative Preferred stock [Member]
Common Stock [Member]
Treasury Stock [Member]
Additional Paid-In Capital [Member]
Accumulated Deficit [Member]
Other Comprehensive Income [Member]
Non-controlling Interest [Member]
Product and Service [Axis]
License and Software [Member]
Software Maintenance [Member]
Cloud-based Offering [Member]
Other [Member]
Consulting Services [Member]
Mr. William Mills [Member]
Employees Agreement [Member]
Employee and Former Employee [Member]
Segments [Axis]
Agriculture [Member]
Automotive [Member]
Distribution [Member]
Education [Member]
Financial Services [Member]
Government [Member]
Healthcare [Member]
Manufacturing [Member]
Manufacturing Services [Member]
Media [Member]
Oil and Gas [Member]
Pulp and Paper Distribution [Member]
Pulp and Paper Manufacturing [Member]
Engineering [Member]
Food Services [Member]
Government Contractor [Member]
Geographical [Axis]
UNITED STATES
CANADA
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 $139,640 and $234,439
Prepaid expenses and other current assets
Total current assets
Property and equipment, net of accumulated depreciation of $1,045,597 and $1,044,936
Intangible assets, net of accumulated amortization of $319,505 and $319,504
Deposits and other assets
Total assets
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable and accrued liabilities
Accounts payable to related parties
Deferred revenue
Derivative liabilities
Convertible debentures, net of unamortized discounts of $47,729 and $75,705
Notes payable
Notes payable and convertible debt to related parties
Total current liabilities
Non-current portion - notes payable
Total liabilities
Convertible Cumulative Preferred stock
Stockholders' Deficit
Common Stock; $.00001 par value; 2,000,000,000 shares authorized; 1,188,415,201 issued and 1,148,415,201 outstanding as of March 31, 2018 and 1,188,095,201 issued and 1,148,095,201 outstanding as of December 31, 2017
Treasury stock: 40,000,000 as of March 31, 2018 and December 31, 2017
Additional paid-in capital
Accumulated deficit
Accumulated other comprehensive income - foreign currency translation
Total Vertical Computer Systems, Inc. stockholders' deficit
Non-controlling interest
Total stockholders' deficit
Total liabilities and stockholders' deficit
Allowance for bad debts
Accumulated depreciation, property and equipment
Accumulated amortization
Unamortized discounts
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
Revenues:
Total Revenues
Cost of Revenues
Gross Profit
Operating Expenses:
Selling, general and administrative expenses
Depreciation and amortization
Bad debt expense
Impairment of software costs
Total operating expenses
Operating loss
Other Income (Expense):
Gain on derivative liabilities
Forbearance fees
Gain (loss) on extinguishment of debt
Interest income
Interest expense
Net loss before non-controlling interest and income tax expense
Income tax expense
Net loss before non-controlling interest
Net (income) loss attributable to non-controlling interest
Net loss attributable to Vertical Computer Systems, Inc.
Dividends applicable to preferred stock
Net loss available to common stockholders
Basic and diluted loss per share (in dollars per share)
Basic weighted average of common shares outstanding (in shares)
Diluted weighted average of common shares outstanding (in shares)
Comprehensive loss:
Net loss
Translation adjustments
Comprehensive loss
Comprehensive (income) loss attributable to non-controlling 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)
Issuance of subsidiary shares for debt extension
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
Reclassification of warrants as derivative liabilities
Dividends paid by subsidiary to non-controlling interest
Shares issued for debt extinguishment
Shares issued for debt extinguishment (in shares)
Subsidiary shares issued for debt extinguishment
Subsidiary shares issued for debt extinguishment (in shares)
Shares issued for loan discounts
Shares issued for loan discounts (in shares)
Issuance of shares for services
Issuance of shares for services (in shares)
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
Gain on derivative liabilities
Common shares issued to employees
Amortization of restricted stock awards
Amortization of subsidiary restricted stock awards
Changes in operating assets and liabilities:
Accounts receivable
Prepaid expense and other assets
Accounts payable to related parties
Accounts payable and accrued liabilities
Deferred revenue
Net cash provided by (used in) operating activities
Cash flows from investing activities:
Purchase of equipment
Net cash used in investing activities
Cash flows from financing activities:
Borrowings on notes payable
Payments of notes payable
Net cash provided by (used in) financing activities
Effect of changes in exchange rates on cash
Net decrease in cash
Cash, beginning of period
Cash, end of period
Supplemental Disclosure of Cash Flows Information:
Cash paid for interest
Non-cash Investing and Financing Activities:
Common shares issued for vested restricted stock awards
Debt discount due to subsidiary shares issued for debt extensions
Derivative liability for conversion of convertible debt
Common shares issued for conversion of notes and accounts payable
Debt discount due to derivative liabilities
Dividend accrued 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 Liabilities 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
Revenue Recognition
Earnings per share
Recently Issued Accounting Pronouncements
Organization Basis Of Presentation And Significant Accounting Policies Tables
Schedule of revenue disaggregated by industry
Schedule of revenue disaggregated by country
Schedule of third party debt activity and convertible debt
Schedule of fair value of the derivative liabilities using the Black-Scholes option pricing model
Schedule of derivative liabilities at fair value
Schedule of change in the fair value of the derivative liabilities
Option And Warrant Activity Tables
Schedule of option and warrant activity
Schedule of related party transactions
Percentage of ownership
Aggregate capitalized cost
Estimated economic useful life of software
Incremental shares from assumed conversion - convertible debt (in shares)
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
Repayments of third party notes
Debt discounts due to parent stock and warrants and subsidiary stock issued with debt and derivative liabilities from convertible debt
Effect of currency exchange
Balance, end
Debt face amount
Number of shares of a subsidiary of the parent company purchased by third parties from another third party
Number of shares issued during the period
Aggregate fair market value
Debt frequency of periodic payments
Debt periodic payment
Terms of an amendment of note payable
Outstanding accrued interest
Debt term
Terms of any advances to shareholders toward net income
Percentage of assignment of interest in gross revenues generated from licenses of an asset
Percentage of royalty on annual gross revenues
Threshold annual gross revenues
Accrued dividend
Loss on debt extinguishment
Description of warrant term
Number of shares granted
Number of total warrants issued
Debt discount amortized
Derivative liability, measurement input
Derivative liability, expected terms
Fair Value Measurement Inputs and Valuation Techniques [Table]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value Hierarchy and NAV [Axis]
Liabilities
Derivative liabilities - convertible debt
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Fair value as of beginning
Additions recognized as debt discounts
Additions reclassified from equity
Additions recognized in equity financing
Reduction due to settlement upon conversion
Gain on change in fair value of derivatives
Fair value as of end
Outstanding derivative liabilities
Gain on change in fair value of derivative liabilities
Number of shares vested
Number of shares non vested
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Balance at beginning
Options/Warrants granted
Options/Warrants exercised
Options/Warrants expired/cancelled
Balance 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
Weighted average remaining life of outstanding warrants
Intrinsic value of exercisable warrants (in dollars per share)
Balance beginning
Amortization of debt discounts
Balance ending
Schedule of Related Party Transactions, by Related Party [Table]
Related Party Transaction [Line Items]
Long-term Debt, Type [Axis]
Number of shares isssued during the period
Value of shares issued
Number of shares issued in lieu of payment
Fair value of stock issued in lieu of payment
Fees accrued for services rendered
Amount of accrued payroll
Amount of accrued payroll and consulting fees
Potential cumulative bonus
Percentage of royalty on gross revenues
Description of payments under agreement
Cumulative bonus interest
Deferred payroll to former employees
Loss Contingencies [Table]
Loss Contingencies [Line Items]
Litigation settlement amount
Loss contingency accrual payments
Accrued principal and interest amount
Interest rate
Rent expenses
Royalties paid
Judgment principal and accrued interest
Debt issue date
Damages sought, value
Share price (in dollars per share)
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.
Value of debt discounts due to stock and warrants issued with debt.
Refers to effects of currency exchange relating to debt.
Refers to information about legal entity.
Entity owned or controlled by another entity.
Information by category of arrangement, including but not limited to collaborative arrangements and non-collaborative arrangements.
Information by type of debt instrument, including, but not limited to, draws against credit facilities.
Information by the different classes of stock of the entity.
Refers to the number of shares of a subsidiary purchased by one or more third party buyers from a third party seller.
This refers to a summary of terms of an amendment to a note payable, loan agreement and/or debt. Terms may include Description of the payment terms of the debt instrument (for example, whether periodic payments include principal and frequency of payments) and discussion about any contingencies associated with the payment as well as any collateral or assets that secure the note or underlying debt.
Provides for the terms under which shareholders of an entity may be paid advances on net income.
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.
Represents the percentage of royalty on annual gross reveune.
Refers to threshold limit of annual gross reveune.
Fair value of financial instrument classified as derivative asset (liability) after deduction of derivative liability (asset), measured using unobservable inputs as additions reclassified from equity.
Amount of additions due to the issuance of stock subscriptions.
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.
The amount refers to employees and consultant member.
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.
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.
Information about employees.
Information about non employees.
The expense charged against earnings for the periodic recognition of the restricted stock award.
Amount of debt discount amortized due to stock and warrants issued with debt.
Refers to information about litigation case.
Refers to name of an entity.
Represent information about the promissory note.
Represent information about the promissory note.
The cumulative amount of a bonus potentially payable under one or more interests in one or more assets (such as patents) assigned to one or more parties whereby of such parties are entitled to a percentage of payments from gross proceeds generated from licensing of the applicable asset(s).
Amount of unpaid and accrued salary to employees.
Amount of unpaid and accrued salary and fees owed to employees and consultants.
Period the instrument, asset or liability is expected to be outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
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.
Repayment relief granted by the lender or creditor in lieu of forcing a property into foreclosure.
Represents an amortization of restricted stock awards granted to employees and consultants.
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.
The amount of increase or decrease in additional-paid in capital resulting from the reclassification of stock options or warrants as a derivative liability.
The value of subsidiary shares issued in connection with debt extensions or forbearance for a certain period time.
Share of stock of a parent company or subsidiary issued for the extinguishment of debt for the company and/or a subsidiary of the company.
The number of shares of a parent company or subsidiary issued for the extinguishment of debt for the company and/or a subsidiary of the company.
Share of stock of a parent company or subsidiary issued for the extinguishment of debt for the company and/or a subsidiary of the company.
The number of shares of a parent company or subsidiary issued for the extinguishment of debt for the company and/or a subsidiary of the company.
Value of shares of stock issued for loan discounts.
Refers to number of shares issued for loan discounts.
Value of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders.
Number of shares of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders.
Amount of amortization of subsidiary restricted stock awards.
Information related to the amount of common shares issued for vested restricted stock
The value of the debt discount due to convertible debt extensions.
It represents as a derivative liability for conversion of convertible debt.
It represents as a common shares issued for conversion of notes and accounts payable.
The amount of debt discount due to derivative liabilities.
Value of dividends that were declared or otherwise recognized by an entity that were capitalized and added to the principal balance of an existing note payable previously issued by the entity.
Information by product and service, or group of similar products and similar services.
Information by product and service, or group of similar products and similar services.
Represent information about description of changes warrant term.
Represents the amount of dividends declared by an entity to holders of a non-controlling interest that are unpaid during the period.
This refers to all principal and fees as well as interest accrued from a civil court judgment.
It represents an information about name of the related party.
Information about emplyees agreement.
Information about employees and former employee.
Number of shares of stock issued in lieu of cash payment for an obligation
Value of shares of stock issued in lieu of cash payment for an obligation.
Information related to percentage of royalty on gross revenues.
Represents as a description of payments under agreement.
It represents as a cumulative bonus interest.
Information by business segments.
Information by business segments.
Information by business segments.
Information by business segments.
Information by business segments.
Information by business segments.
Information by business segments.
Information by business segments.
Information by business segments.
Information by business segments.
Information by business segments.
Information by business segments.
Information by business segments.
Amount of payroll company has deferred paying.
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
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
Payments of Dividends
Depreciation, Depletion and Amortization
AmortizationOfRestrictedStockAwards
Increase (Decrease) in Accounts Receivable
Increase (Decrease) in Prepaid Expense and Other Assets
Increase (Decrease) in Accounts Payable, Related Parties
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
Net Cash Provided by (Used in) Financing Activities
Cash and Cash Equivalents, Period Increase (Decrease)
Long-term Debt
Repayments of Debt
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis with Unobservable Inputs
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
Related Party Notes Payable [Table Text Block]
ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRightsExercised
ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRightsExpiredOrCancelled
Class of Warrant or Right, Exercise Price of Warrants or Rights
ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1Granted
ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1Exercised
ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1ExpiredOrCancelled
Notes Payable, Related Parties
AmortizationOfDebtDiscountsDueToStockAndWarrantsIssuedWithDebt