Legal Entity [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]
Equity Components [Axis]
Common Stock [Member]
Debt Instrument [Axis]
10% Convertible Debentures [Member]
Type of Arrangement and Non-arrangement Transactions [Axis]
Restricted Stock Agreements [Member]
Related Party [Axis]
Employees and Consultant [Member]
Award Type [Axis]
Restricted Stock [Member]
Employees [Member]
Non-Employees [Member]
Litigation Case [Axis]
Litigation Case Against InfiniTek Corporation [Member]
Parker Mills, LLP [Member]
Subsequent Event Type [Axis]
Subsequent Event [Member]
One Promissory Note [Member]
Two Promissory Note [Member]
Promissory Note Issued on November 17 2009 and August 28 2014 [Member]
Class of Stock [Axis]
Series A Preferred Stock [Member]
Series B Preferred Stock [Member]
Series C Preferred Stock [Member]
Series D Preferred Stock [Member]
Treasury Stock [Member]
Additional Paid-in Capital [Member]
Accumulated Deficit [Member]
Other Comprehensive Interest [Member]
Non-controlling Interest [Member]
Maximum [Member]
Liability Class [Axis]
Stock Derivative [Member]
Fair Value, Hierarchy [Axis]
Level 1 [Member]
Level 2 [Member]
Level 3 [Member]
Third Party [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]
Plan Name [Axis]
Incentive Stock Options [Member]
Non-Statutory Stock Options [Member]
Warrant [Member]
Third Party One [Member]
Employee [Member]
Employee [Member]
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 $89,025 and $139,705
Prepaid expenses and other current assets
Total current assets
Property and equipment, net of accumulated depreciation of $1,044,458 and $1,043,397
Intangible assets, net of accumulated amortization of $319,533 and $319,513
Deposits and other assets
Total assets
Liabilities and Stockholder's Deficit
Current liabilities:
Accounts payable and accrued liabilities
Accounts payable to related parties
Deferred revenue
Derivative liabilities
Convertible debentures, net of unamortized discounts of $127,255 and $354,785
Notes payable
Notes payable and convertible debt to related parties
Total current liabilities
Total liabilities
Convertible Cumulative Preferred stock
Stockholders' Deficit
Common Stock; $.00001 par value; 2,000,000,000 shares authorized; 1,172,114,528 issued and 1,132,114,528 outstanding as of March 31, 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 March 31, 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
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
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)
Total operating expenses
Operating loss
Other Income (Expense):
Gain on derivative liabilities
Forbearance fees
Interest income
Interest expense
Net loss before non-controlling interest and income tax expense
Income tax expense
Net loss before non-controlling interest
Net loss attributable to non-controlling interest
Net loss attributable to Vertical Computer Systems, Inc.
Dividend applicable to preferred stock
Net loss applicable to common stockholders
Basic and diluted loss per share (in dollars per share)
Basic and diluted weighted average of common shares outstanding (in shares)
Comprehensive loss
Net loss
Translation adjustments
Comprehensive loss
Comprehensive income 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)
Shares issued for conversion of convertible debentures
Shares issued for conversion of 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
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 provided by (used in) operating activities:
Depreciation and amortization
Amortization of debt discounts
Gain on derivative liabilities
Common stock issued to an employee
Common stock issued for consulting fees
Cancellation of common shares issued for loan forbearance
Forfeited restricted stock award compensation
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 to related parties
Accounts payable and accrued liabilities
Deferred revenue
Net cash provided by (used in) operating activities
Cash flow from investing activities:
Software development
Purchase of equipment
Net cash used in investing activities
Cash flows from financing activities:
Borrowings on notes payable
Payments of notes payable
Dividends paid by subsidiary to non-controlling interest
Net cash provided by (used in) financing activities
Effect of changes in exchange rates on cash
Net change in cash
Cash, beginning of period
Cash, end of period
Supplemental disclosures of cash flow information:
Cash paid for interest
Cash paid for income taxes
Non-cash investing and financing activities:
Common shares issued for vested restricted stock awards
Reclassification of warrants as derivative liabilities
Derivative liability for conversion of convertible debt
Common shares issued for conversion of notes and accounts payable
Debt discounts due to derivative liabilities
Dividend 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 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
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 derivative liabilities at fair value
Schedule of change in fair value of derivative liabilities
Option And Warrant Activity Tables
Schedule of option and warrant activity
Schedule of related party transactions
Concentration Risk Benchmark [Axis]
Geographical [Axis]
Customer [Axis]
Percentage of ownership
Estimated life of property and equipment
Software development
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 third parties
Repayments of third party notes
Conversion of convertible debt principal to common stock
Debt discounts due valuation of derivative liabilities
Effect of currency exchange
Balance, end
Schedule of Long-term Debt Instruments [Table]
Debt Instrument [Line Items]
Debt face amount
Principal amount of debt converted
Principal and interest payment
Number of shares converted under a convertible note
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
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 March 31, 2017
Fair value of derivative liabilities
Gain on change in fair value of derivative liabilities
Number of shares granted during the period to employees
Fair value of shares granted during the period to employees
Principal amount
Number of shares converted into common shares
Stock compensation expense
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
Option And Warrant Activity Details Narrative
Weighted average remaining life of outstanding warrants
Intrinsic value of exercisable warrants (in dollars per share)
Balance beginning
Amortization of debt discounts
Balance ending
Loss Contingencies [Table]
Loss Contingencies [Line Items]
Litigation settlement amount
Loss contingency accrual payments
Value of new issues during period
Interest rate
Debt issue date
Damages sought, value
Principal and interest accrued
Subsequent Event [Table]
Subsequent Event [Line Items]
Number of shares vested
Principle debt amount cancelled
Description of vesting rights
Number of shares granted
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.
Amount of principal and interest paid under a debt instrument during the period.
Information about restricted stock agreements.
The amount refers to employees and consultant member.
Information about employees.
Information about non employees.
Refers to information about litigation case.
Refers to name of an entity.
Represent information about the promissory note.
Represent information about the promissory note.
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.
The expense charged against earnings for the periodic recognition of the restricted stock award.
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.
It refer to amount of common stock issued to employee during the period.
It refers to amount of common stock issued for consulting fees during the given period.
It represents as cancellation of common shares issued for loan for bearance.
Information related to the amount of common shares issued for vested restricted stock
Amount of warrants reclassified as derivative liabilities.
The amount of debt discount due to derivative liabilities.
It represents amount of derivative liability for conversion of convertible debt during the given period.
It refer to amount of amortization of restricted stock awards.
Amount of debt discount amortized due to stock and warrants issued with debt.
Information about third party.
The gross value of stock issued during the period upon the conversion of convertible securities.
It describes the debt discounts due valuation of derivative liabilities.
Refers to currency translation relating to debt.
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.
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.
Information about third party.
Information about employees.
The entire disclosure of options and warrant activity.
The tabular disclosure of stock options and warrants activity.
Represents repayment relief granted by the lender or creditor in lieu of forcing a property into foreclosure.
Amount of amortization of subsidiary restricted stock awards.
Refers to the amount related to common shares issued for conversion of notes and accounts payable during the period.
Refers to the amount related to dividend declared but unpaid to non-controlling interest during the period.
Refers to the amount related to principal and interest accrued on legal proceddings during the period.
It represents the principal amount of debt cancel.
Represent information about the promissory note.
Officer [Member]
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
Depreciation, Depletion and Amortization
CancellationOfCommonSharesIssuedForLoanForbearance
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, Continuing Operations
Payments for (Proceeds from) Productive Assets
Net Cash Provided by (Used in) Investing Activities, Continuing Operations
Repayments of Notes Payable
Net Cash Provided by (Used in) Financing Activities, Continuing Operations
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, Grants in Period, 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
Class of Warrant or Right, Number of Securities Called by Warrants or Rights
ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRightsGranted
ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRightsExercised
ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRightsExpiredOrCancelled
Class of Warrant or Right, Exercise Price of Warrants or Rights
ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1Granted
ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1Exercised
ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1ExpiredOrCancelled
Notes Payable, Related Parties
AmortizationOfDebtDiscountsDueToStockAndWarrantsIssuedWithDebt