Series A 4% Convertible Cumulative Preferred Stock [Member]
Class of Stock [Axis]
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]
Equity Components [Axis]
Treasury Stock [Member]
Additional Paid-in Capital [Member]
Accumulated Deficit [Member]
Other Comprehensive Interest [Member]
Non-controlling Interest [Member]
NOW Solutions [Member]
Legal Entity [Axis]
SnAPPnet, Inc [Member]
Priority Time Systems, Inc. [Member]
Ploinks, Inc [Member]
Government Internet Systems, Inc [Member]
Computer Software [Member]
Finite-Lived Intangible Assets by Major Class [Axis]
Maximum [Member]
Range [Axis]
Common Stock And Warrants [Member]
Various Third Party Lenders [Member]
10% Convertible Debentures [Member]
Debt Instrument [Axis]
Unregistered Common Stock [Member]
Warrant (Purchase Price of $0.10 per share) [Member]
Class of Warrant or Right [Axis]
11% Secured Lakeshore Note Due 2022-01-31 [Member]
Stage First Collateral [Member]
Collateral [Axis]
Stage Second Collateral [Member]
Stage Third Collateral [Member]
SiteFlash [Member]
Lakeshore Investments Llc [Member]
Related Party Transaction [Axis]
Minimum [Member]
Stock Derivative [Member]
Liability Class [Axis]
Level 1 [Member]
Fair Value, Hierarchy [Axis]
Level 2 [Member]
Level 3 [Member]
Incentive Stock Options [Member]
Award Type [Axis]
Non-Statutory Stock Options [Member]
Consulting Agreement [Member]
Type of Arrangement and Non-arrangement Transactions [Axis]
Consultant [Member]
Related Party [Axis]
Restricted Performance Stock Agreements [Member]
Third Party Lender [Member]
Third Party Noteholder [Member]
Mr. William Mills [Member]
Third Party One [Member]
Third Party Two [Member]
Restricted Stock Agreements [Member]
Employees Agreement [Member]
Employee and Former Employee [Member]
Employees And Consultant [Member]
Employees [Member]
Restricted Stock [Member]
Non Employees [Member]
Subscription Agreements [Member]
Third Party Subscriber [Member]
Title of Individual [Axis]
Warrant (Purchase Price of $0.20 per share) [Member]
Warrant (Purchase Price of $0.10 per share ) [Member]
Warrant [Member]
Litigation Case Against InfiniTek Corporation [Member]
Litigation Case [Axis]
Subsequent Event [Member]
Subsequent Event Type [Axis]
Document And Entity Information
Entity Registrant Name
Entity Central Index Key
Document Type
Document Period End Date
Trading Symbol
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 $82,674 and $97,973
Prepaid expenses and other current assets
Total current assets
Property and equipment, net of accumulated depreciation of $1,043,219 and $1,038,609
Intangible assets, net of accumulated amortization of $319,514 and $319,413
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 $171,666 and $110,121
Current portion - notes payable
Current portion - notes payable 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 1,156,238,121 issued and 1,116,238,121 outstanding as of September 30, 2016 and 1,114,601,656 issued and 1,084,601,656 outstanding as of December 31, 2015
Treasury stock; 40,000,000 as of September 30, 2016 and 30,000,000 as of December 31, 2015
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
Preferred stock, dividend rate (as a percent)
Preferred stock, par value (in dollars per share)
Preferred stock, authorized
Preferred stock, issued
Preferred stock, outstanding
Common stock, par value (in dollars per share)
Common stock, authorized
Common stock, issued
Common stock, outstanding
Treasury stock
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
Impairment of software costs
Total operating expenses
Operating loss
Other income (expense):
Interest income
Gain (Loss) on derivative liabilities
Gain (Loss) 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 income (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 (in dollars per share)
Basic and diluted weighted average common shares outstanding (in shares)
Comprehensive loss
Net loss
Translation adjustments
Comprehensive loss
Comprehensive income (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
Forfeited restricted stock awards
Shares issued to subsidiary and held in treasury
Shares issued to subsidiary and held in treasury (in shares)
Shares issued for vested restricted stock awards
Shares issued for vested restricted stock awards (in shares)
Cancellation of shares issued for loan forbearance
Cancellation of shares issued for loan forbearance (in shares)
Shares issued for accounts payable
Shares issued for accounts payable (in shares)
Shares issued for services
Shares issued for services (in shares)
Shares issued for related party accounts payable
Shares issued for related party accounts payable (in shares)
Shares issued with convertible debt
Shares issued with convertible debt (in shares)
Shares issued for conversion of convertible debt
Shares issued for conversion of convertible debt (in shares)
Shares issued for payment of note principal
Shares issued for payment of note principal (in shares)
Reclassification of warrants as derivative liabilities
Settlement of derivative liability upon conversion of debt
Shares issued for deferment of unpaid salary and fees for services
Shares issued for deferment of unpaid salary and fees for services (in shares)
Shares and subsidiary shares issued for equity subscriptions
Shares and subsidiary shares issued for equity subscriptions (in shares)
Dividends paid by subsidiary to non-controlling interest
Issuance of subsidiary shares for services
Issuance of subsidiary shares for debt extension
Other comprehensive income translation adjustment
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
Forfeited restricted stock awards
Common shares issued for stock compensation
Write-off of property and equipment
Forbearance fees paid with common stock
Cancellation of common shares issued for loan forbearance
Impairment of software development costs
Loss/(gain) on extinguishment of debt and accrued interest
Loss/(gain) on derivatives
Amortization of restricted stock awards
Amortization of subsidiary restricted stock awards
Settlement of accrued income taxes
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
Payments on related party debt
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
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
Related Party Transactions [Abstract]
Related Party Transactions
Commitments and Contingencies Disclosure [Abstract]
Legal Proceedings
Subsequent Events [Abstract]
Subsequent Events
Earnings per share
Reclassifications
Capitalized Software Costs
Recently Issued Accounting Pronouncements
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
Schedule of option and warrant activities
Schedule of related party transactions
Percentage of ownership
Capitalized software development costs
Useful life
Impaired software development costs
Negative working capital
Balance, beginning
Borrowings from convertible debentures
Repayments of third party notes
Borrowings from third parties
Conversion of debt principal to common stock
Debt discounts due to stock, warrants and derivative liabilities
Amortization of debt discounts
Effect of currency exchange
Balance, end
Number of shares that may be purchased under warrants
Description of conversion terms
Warrant term
Principal and interest payment
Number of shares issued upon conversion of convertible securities
Principal amount
Number of shares issued during the period
Amount of financing raised
Fair value of stock issued
Notes payable
Debt frequency of periodic payments
Debt periodic payment
Debt term
Description of collateral
Principal payment collateral
Percentage of net claim proceeds
Percentage of royalty on annual gross revenues
Threshold annual gross revenues
Percentage of ownership interest in principal payment
Aggregate forbearance fees
Income (loss) attributable to noncontrolling interest
Weekly advance periodic payment
Attorney fees
Payments to employees and former consultant
Percentage of ownership transferred
Dividends
Number of shares issued for forbearance
Forbearance loss
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, 2015
Additions recognized as debt discounts
Additions reclassified from equity
Additions from warrants issued with preferred stock subscription
Reduction due to settlement upon conversion
Gain on change in fair value of derivatives
Fair value as of September 30, 2016
Fair value of derivative liabilities
Gain on change in fair value of derivative liabilities
Share-based Compensation Arrangement by Share-based Payment Award, Options And Warrants, 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 And Warrants, Outstanding, Weighted Average Exercise Price [Abstract]
Outstanding at beginning
Options/Warrants granted
Options/Warrants exercised
Options/Warrants expired/cancelled
Outstanding at ending
Number of shares issued to defer payroll
Number of shares that may be issued for services
Number of shares issued for services (in shares)
Value of shares issued for services
Stock compensation expense
Fair Value of Stock Issued for Deferrment of Unpaid Payroll and Fees for Services
Fair market value of stock issued
Number of shares cancelled
Number of shares issued in lieu of payment
Fair value of stock issued in lieu of payment
Fees accrued for services rendered
Stock price condition before converting convertible debt into stock
Cancellation amount of debt
Gain loss on debt extinguishment
Amount of payment made monthly
Amount of penalty for a default of obligation under a debt
Number of shares held in treasury
Number of shares received in exchange
Vesting period
Debt face amount
Forfeited restricted stock award compensation
Number of shares non vested
Weighted average remaining life of the outstanding warrants
Intrinsic value of the exercisable warrants
Debt discount amortized
Shares issued for conversion of convertible debt
Balance beginning
Settlement of debt principal to common stock
Debt discounts due to stock, warrants and derivative liabilities
Amortization of debt discounts
Effect of currency exchange
Balance ending
Accounts payable to related party
Number of shares issued
Value of shares issued
Number of shares issued in lieu for payment
Fair value of stock issued in lieu for payment
Amount of accrued payroll
Amount of accrued payroll and consulting fees
Percentage of net proceeds available to employee
Loss Contingencies [Table]
Loss Contingencies [Line Items]
Litigation settlement amount
Loss contingency accrual payments
Subsequent Event [Table]
Subsequent Event [Line Items]
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.
The expense charged against earnings for the periodic recognition of the restricted stock award.
Refers to value of shares issued to subsidiaries.
Refers to number of shares issued to subsidiaries.
Value of shares that were previously issued for forbearance that were subsequently cancelled.
Number of shares that were previously issued for forbearance that were subsequently cancelled.
Refers to value of shares issued for accounts payables.
Refers to number of shares issued for accounts payables.
Refers to the value of shares issued to related party that are applied to accounts payable balance of such related party.
Refers to number of shares issued to related party that are applied to accounts payable balance of such related party.
Value of equity (which may be stock, options, and/or warrants) issued as additional consideration in connection with issuance of convertible debt.
The number of shares issued as additional consideration in connection with issuance of convertible debt.
Value of shares issued during the period as payment to reduce the principal balance due under a note payable.
Number of shares issued during the period as payment to reduce the principal balance due under a note payable.
The amount of increase or decrease in additional-paid in capital resulting from the reclassification of stock options or warrants as a derivative liability.
Amount of increase (decrease) in additional paid in capital (APIC) resulting from settlement of derivative liability for convertible debt.
The value of the debt discount due to shares and warrants issued with debt.
Refers to forbearance fees paid with common stock.
Interest expense (income) directly attributable to an award in settlement of accrued income taxes.
It refers to issuance of common stock for settlement of derivative liability.
Refers to the amount related to issuance of subsidiary shares to non-controlling interest incurred during the period.
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.
This describes the debt discounts due to valuation of derivative liabilities, such as a convertible note or a debenture.
Amount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense.
Refers to currency translation relating to debt.
Information about common stock and warrants.
Information about third party.
Information about unregistered common stock.
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.
A condition that provides for the minimum price of common stock per share over a specified period prior to any conversion of convertible debt into shares of common stock.
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.
Amount of principal and interest paid under a debt instrument during the period.
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.
Refers to percentage of net claim proceeds.
Represents the percentage of royalty on annual gross reveune.
Refers to threshold limit of annual gross reveune.
Refers to percentage of ownership in the principal repayment of the debt.
Represents repayment relief granted by the lender or creditor in lieu of forcing a property into foreclosure.
Refers to amount of weekly advance periodic payment.
Refers to amount of payment for employees and former consultant.
The percentage of ownership of common stock or equity participation transferred.
Number of new stock issued during the period.
Refers to amount of forbearance loss incurred during the period.
Fair value of financial instrument classified as derivative asset (liability) after deduction of derivative liability (asset), measured using unobservable inputs as addition reclassified from equity.
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).
A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.
Number of options outstanding, including both vested and non-vested options.
Gross number of share options (or share units) granted during the period.
Number of share options (or share units) exercised during the current period.
Number of options or other stock instruments for which the right to exercise has lapsed under the terms of the plan agreements.
A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.
Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan.
Weighted average per share amount at which grantees can acquire shares of common stock by exercise of options.
Weighted average price at which option holders acquired shares when converting their stock options into shares.
Weighted average price at which grantees could have acquired the underlying shares with respect to stock options of the plan that expired.
Information by category of consulting arrangement, including but not limited to collaborative arrangements and non-collaborative arrangements.
Information related to consultant.
Refers to information about type of agreement.
Information about third party.
It refer to third party holder.
It represents an information about name of the related party.
Information about third party.
Information about restricted stock agreements.
Information about emplyees agreement.
Information about employees and former employee.
The amount refers to employees and consultant member.
Information about employees.
Information about non employees.
Information relating to subscription agreement.
Information relating 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.
Number of shares issued to defer payroll.
The number of shares of stock that may be issued to a party based on certain performance criteria.
Number of shares cancelled during the period.
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.
Represents the amount of penalties paid towards default debt obligation.
Number of shares subsidiary or equity investee in exchange for shares of stock issued or sold.
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 principal amount of stock issued during the period upon the conversion of convertible securities,
Amount of noncash expense included in interest expense to amortize debt discount and premium associated with the stock, warrants and derivative liabilities.
Amount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense.
Percentage of net proceeds available to emplyees.
Refers to information about litigation case.
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.
Information relating to third party lender.
Amount of unpaid and accrued salary and fees owed to employees and consultants.
Amount of unpaid and accrued salary to employees.
The cash inflow to the company related to borrowing under convertible debentures issued by the company to third parties.
The number of shares of stock that may be purchased under warrants that were granted during the period.
Number of shares of stock issued during the period for subscriptions to a private offering of equity.
Value of shares of stock issued during the period for subscriptions to a private offering of equity.
Value of shares issued to defer payroll.
Represent information about fair value of stock issued during the reporting period.
The number of shares of stock issued to employees and consultants for deferral of unpaid salary and/or outstanding fees for services .
It represents as amortization of subsidiary restricted stock awards.
It represents as forfeited restricted stock awards.
It represents as issuance ofshares for settlement of accounts payable and related party accounts payable.
It represents as debt discount due to derivative liabilities.
It represents as common shares issued for vested incentive restricted stock.
It represents as reclassification of warrants as derivative liabilities.
It represents as debt discount due to convertible debt extensions.
It represents as cancellation of common shares issued for loan for bearance.
It represents as proceed from issuance of stock subscriptions.
It represents as a impaired software development costs.
The amount of financing raised during the period.
Represent information about the issuance of subsidiary shares for debt extension.
Represent information about the common shares issued on settlement of debt and accrued interest.
Represent information about the warrants issued with preferred stock subscription.
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
Shares, Outstanding
Payments of Dividends
Depreciation, Depletion and Amortization
ForfeitedRestrictedStockAwards
Gain (Loss) on Disposition of Property Plant Equipment
CancellationOfCommonSharesIssuedForLoanForbearance
AmortizationOfRestrictedStockAwards
AmortizationOfSubsidiaryRestrictedStockAwards
SettlementOfAccruedIncomeTaxes
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, Continuing Operations
Payments for Software
Payments for (Proceeds from) Productive Assets
Net Cash Provided by (Used in) Investing Activities, Continuing Operations
Repayments of Notes Payable
Repayments of Related Party Debt
Proceeds from (Repayments of) Bank Overdrafts
Net Cash Provided by (Used in) Financing Activities, Continuing Operations
Cash and Cash Equivalents, Period Increase (Decrease)
ReclassificationOfWarrantsAsDerivativeLiabilities
Long-term Debt
Debt Conversion, Converted Instrument, Amount
AmortizationOfDebtDiscountPremium1
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis with Unobservable Inputs
ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAndWarrantsOutstandingNumber
ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAndWarrantsOutstandingWeightedAverageExercisePrice
ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsAndWarrantsGrantsInPeriodWeightedAverageExercisePrice
ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsAndWarrantsExercisesInPeriodWeightedAverageExercisePrice
ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsAndWarrantsCancelledExpirationsInPeriodWeightedAverageExercisePrice
Restricted Stock or Unit Expense
Notes Payable, Related Parties
DebtDiscountsDueToStockWarrantsAndDerivativeLiabilities
AmortizationOfDebtDiscountsRelatedParty
Effect of Exchange Rate on Cash
ConvertibleDebt1Member