10-Q

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2017

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number: 000-52635

ACCELERIZE INC.

(Exact name of registrant as specified in its charter)

Delaware	20-3858769
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

20411 SW BIRCH STREET, SUITE 250

NEWPORT BEACH

CALIFORNIA 92660

 (Address of principal executive offices)

(949) 548 2253

 (Registrant’s Telephone Number, including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]  No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [X]  No [  ]

Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐ (Do not check if smaller reporting company)	Smaller reporting company [X]
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐  No [X]

The number of shares outstanding of the registrant’s Common Stock, $0.001 par value per share, as of August 11, 2017, was 65,523,042.

When used in this quarterly report, the terms “Accelerize,” “the Company,” “we,” “our,” and “us” refer to Accelerize Inc., a Delaware corporation.  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This quarterly report on Form 10-Q contains certain forward-looking statements. Forward-looking statements may include our statements regarding our goals, beliefs, strategies, objectives, plans, including product and service developments, future financial conditions, results or projections or current expectations. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms, or other comparable terminology. For example, when we discuss our expectations that we expect to address any potential liquidity issues within the second half of 2017, that our revenues will increase in 2017, and our plans for spending on training, support personnel, hosting and infrastructure, we are using forward-looking statements. These statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results to be materially different from those contemplated by the forward-looking statements. These factors include, but are not limited to, our ability to implement our strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. The business and operations of Accelerize Inc. are subject to substantial risks, which increase the uncertainty inherent in the forward-looking statements contained in this report. Except as required by law, we undertake no obligation to release publicly the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Further information on potential factors that could affect our business is described under “Item 1A. Risk Factors” in our annual report on Form 10-K as filed with the Securities and Exchange Commission, or the SEC, on March 22, 2017. Readers are also urged to carefully review and consider the various disclosures we have made in this report and in our annual report on Form 10-K.   

ACCELERIZE INC.

INDEX

		Page
PART I - FINANCIAL INFORMATION:		1
Item 1.	Financial Statements (Unaudited)	1
Item 2.	Management’s Discussion and Analysis of Financial Position And Results of Operations	15
Item 4.	Controls and Procedures	24
PART II - OTHER INFORMATION:		25
Item 6.	Exhibits	25
SIGNATURES		26

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ACCELERIZE INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2017			December 31, 2016
	(Unaudited)
ASSETS
Current Assets:
Cash	$	120,422		$	1,680,127
Restricted cash		50,000			50,000
Accounts receivable, net of allowance for bad debt of $366,746 and $349,535, respectively		2,182,431			2,229,610
Prepaid expenses and other assets		763,519			398,187
Total current assets		3,116,372			4,357,924
Property and equipment, net of accumulated depreciation and amortization of $2,969,504 and $2,585,072, respectively		3,472,794			2,933,126
Other assets		106,157			102,574
Total assets	$	6,695,323		$	7,393,624
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	2,124,906		$	2,639,008
Deferred revenues		91,217			53,450
Credit facility, short term		2,477,995			2,038,946
Other short term loan, net of unamortized deferred financing cost of $19,582 and $43,133, respectively		380,418			506,867
Total current liabilities		5,074,536			5,238,271
Credit facility, net of unamortized deferred financing cost of $337,677 and $429,769, respectively		4,485,433			4,588,227
Other Liabilities		1,275,000			1,487,500
Total liabilities		10,834,969			11,313,998
Stockholders' Deficit:
Series A Preferred stock; $0.001 par value; 54,000 shares authorized; None issued and outstanding.		-			-
Series B Preferred stock; $0.001 par value; 1,946,000 shares authorized; None issued and outstanding.		-			-
Common stock; $0.001 par value; 100,000,000 shares authorized; 65,283,042 and 63,415,254 shares issued and outstanding, respectively		65,282			63,414
Additional paid-in capital		25,643,273			25,211,737
Accumulated deficit		(29,790,129	)		(29,118,196	)
Accumulated other comprehensive loss		(58,072	)		(77,329	)
Total stockholders’ deficit		(4,139,646	)		(3,920,374	)
Total liabilities and stockholders’ deficit	$	6,695,323		$	7,393,624

 See Notes to Unaudited Condensed Consolidated Financial Statements.  

1

 ACCELERIZE INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three-month periods ended						Six-month periods ended
	June 30,						June 30,
	2017			2016			2017			2016
Revenues:	$	5,994,154		$	6,003,287		$	11,950,878		$	11,867,305
Cost of revenue		2,365,364			2,030,687			3,910,709			3,962,810
Gross profit		3,628,790			3,972,600			8,040,169			7,904,495
Operating expenses:
Research and development		1,133,437			973,980			2,176,556			2,004,436
Sales and marketing		1,083,303			874,422			2,299,793			1,867,300
General and administrative		1,751,672			2,247,255			3,677,914			4,535,967
Total operating expenses		3,968,412			4,095,657			8,154,263			8,407,703
Operating loss		(339,622	)		(123,057	)		(114,094	)		(503,208	)
Other income (expense):
Interest income		1,042			11,475			742			20,934
Interest expense		(278,129	)		(221,683	)		(558,581	)		(434,232	)
Total other (expenses)		(277,087	)		(210,208	)		(557,839	)		(413,298	)
Net loss	$	(616,709	)	$	(333,265	)	$	(671,933	)	$	(916,506	)
Net loss per share:
Basic	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)
Diluted	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)
Basic weighted average common shares outstanding		65,283,042			65,069,327			65,272,723			65,069,327
Diluted weighted average common shares outstanding		65,283,042			65,069,327			65,272,723			65,069,327

 See Notes to Unaudited Condensed Consolidated Financial Statements.

2

ACCELERIZE INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

	Three-month periods ended						Six-month periods ended
	June 30,						June 30,
	2017			2016			2017			2016
Net loss	$	(616,709	)	$	(333,265	)	$	(671,933	)	$	(916,506	)
Foreign currency translation gain (loss)		15,177			(22,309	)		19,257			(29,497	)
Total other comprehensive gain (loss)		15,177			(22,309	)		19,257			(29,497	)
Comprehensive loss	$	(601,532	)	$	(355,574	)	$	(652,676	)	$	(946,003	)

See Notes to Unaudited Condensed Consolidated Financial Statements.

3

ACCELERIZE INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six-month periods ended June 30,
	2017			2016
Cash flows from operating activities:
Net loss	$	(671,933	)	$	(916,506	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		384,633			549,641
Amortization of deferred financing cost		115,644			75,798
Provision for bad debt		17,211			(4,943	)
Fair value of options and warrants		433,404			803,383
Non-cash expenses paid on company's behalf		-			204,920
Loss (gain) on sale of fixed assets		902			(448	)
Changes in operating assets and liabilities:
Accounts receivable		29,968			(153,622	)
Prepaid expenses and other assets		(365,332	)		(245,521	)
Restricted cash		-			(500,000	)
Accounts payable and accrued expenses		(753,229	)		(365,461	)
Deferred revenues		37,767			(7,500	)
Other assets		(3,582	)		8,076
Net cash used in operating activities		(774,547	)		(552,183	)
Cash flows from investing activities:
Capitalized software for internal use		(891,393	)		(1,030,456	)
Capital expenditures		(32,980	)		(7,585	)
Proceeds from sale of assets		795			5,642
Net cash used in investing activities		(923,578	)		(1,032,399	)
Cash flows from financing activities:
Principal repayments of credit facility and loan		(1,030,837	)		(87,777	)
Proceeds from credit facility		1,150,000			1,803,105
Payment of financing costs		-			(129,678	)
Net cash provided by financing activities		119,163			1,585,650
Effect of exchange rate changes on cash		19,257			(29,497	)
Net decrease in cash		(1,559,705	)		(28,429	)
Cash, beginning of period		1,680,127			908,095
Cash, end of period	$	120,422		$	879,666
Supplemental disclosures of cash flow information:
Cash paid for interest	$	395,545		$	419,802
Cash paid for income taxes	$	-		$	-
Non-cash investing and financing activities:
Fair value of warrants issued in connection with line of credit	$	-		$	391,618
Principal loan payments included in accounts payable	$	25,000		$	25,000
Repayment of line of credit	$	-		$	4,572,223
Capital expenditure included in accounts payable	$	7,282		$	-
Shares issued for cashless exercise of options and warrants	$	1,868		$	-

 See Notes to Unaudited Condensed Consolidated Financial Statements.

4

ACCELERIZE INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: ORGANIZATION AND DESCRIPTION OF BUSINESS

Accelerize Inc., a Delaware corporation, incorporated on November 22, 2005, owns and operates CAKE, a Software-as-a-Service, or SaaS, platform providing online tracking and analytics solutions for advertisers and online marketers.

The Company provides software solutions for businesses interested in expanding their online advertising spend.

During the six-month period ended June 30, 2017, the Company sustained losses and a working capital deficit.  The company is in discussions with various capital sources and expects to address any potential liquidity issues within the second half of 2017. There can be no assurance that such a plan will be successful.

These unaudited condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America, or GAAP. These unaudited condensed consolidated financial statements and notes included herein should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended December 31, 2016 and 2015, respectively, which are included in the Company’s December 31, 2016 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on March 22, 2017.  The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation of these may be determined in that context. The results of operations for the three and six-month periods ended June 30, 2017 are not necessarily indicative of the results for the year ending December 31, 2017.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the results of operations of Cake Marketing UK Ltd., or the Subsidiary. All material intercompany accounts and transactions between the Company and the Subsidiary have been eliminated in consolidation.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reported period. Actual results will differ from those estimates. Included in these estimates are assumptions about collection of accounts receivable, useful life of fixed assets and intangible assets, and assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate.

Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less when purchased, to be cash equivalents. The Company has restricted cash as a result of its corporate card program through its bank. The bank requires a collateral which is placed in a money market account and can be increased or decreased at any time at the discretion of the Company. The Company’s restricted cash amounted to $50,000 at June 30, 2017.

Accounts Receivable

The Company’s accounts receivable are due primarily from advertisers and marketers. Collateral is currently not required. The Company also maintains allowances for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make payments. The Company periodically reviews these estimated allowances, including an analysis of the customers’ payment history and creditworthiness, the age of the trade receivable balances and current economic conditions that may affect a customer’s ability to make payments as well as historical collection trends for its customers as a whole. Based on this review, the Company specifically reserves for those accounts deemed uncollectible or likely to become uncollectible. When receivables are determined to be uncollectible, principal amounts of such receivables outstanding are deducted from the allowance. 

5

	June 30, 2017		December 31, 2016
Allowance for doubtful accounts	$	366,746	$	349,535

Concentration of Credit Risks

The Company is subject to concentrations of credit risk primarily from cash and cash equivalents and accounts receivable.

The Company’s cash and cash equivalents accounts are held at a financial institution and are insured by the Federal Deposit Insurance Corporation, or the FDIC, up to $250,000. During the six-month period ended June 30, 2017, the Company has reached bank balances exceeding the FDIC insurance limit. To reduce its risk associated with the failure of such financial institutions, the Company periodically evaluates the credit quality of the financial institution in which it holds deposits.

The Company's accounts receivable are due from customers, generally located in the United States, Europe, Asia, and Canada. None of the Company’s customers accounted for more than 10% of its accounts receivable at June 30, 2017 or December 31, 2016.  The Company does not require any collateral from its customers.

Revenue Recognition

The Company recognizes revenue on arrangements in accordance with ASC Topic 605, Revenue Recognition. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability of the resulting receivable is reasonably assured.

The Company’s SaaS revenues are generated from implementation and training fees and a monthly license fee, supplemented by per transaction fees paid by customers for monthly platform usage. The initial term of the customer contract is generally one year with one of two general cancellation policies. Each party may cancel the contract within the initial period or after the initial period, with 30-days’ prior notice. The Company does not provide any general right of return for its delivered items. Services associated with the implementation and training fees have standalone value to the Company’s customers, as there are third-party vendors who offer similar services to the Company’s services. Accordingly, they qualify as separate units of accounting. The Company allocates a fair value to each element deliverable at the recognition date and recognizes such value when the services are provided. The Company bases the fair value of the implementation and training fees on third-party evidence and the monthly license fee on vendor-specific objective evidence. Fees charged by third-party vendors for implementation and training services do not vary significantly from the fees charged by the Company. Services associated with implementation and training fees are generally rendered within a month from the initial contract date. The value attributed to the monthly license fees as well as the fees associated with monthly transaction-based platform usage are recognized in the corresponding period.

Product Concentration

The Company generates its revenues from software licensing, usage, and related transaction fees.

Fair Value of Financial Instruments

The Company accounts for assets and liabilities measured at fair value on a recurring basis in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. 

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: 

Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities.
Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

6

Additional Disclosures Regarding Fair Value Measurements

The carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, lines of credit and loans, approximate their fair value due to the short-term maturity of these items.

 Advertising

The Company expenses advertising costs as incurred.

	Three months ended				Six months ended
	June 30,				June 30,
	2017		2016		2017		2016
Advertising expense	$	83,728	$	39,351	$	170,755	$	76,677

Income Taxes

Income taxes are accounted for in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized, but no less than quarterly.

Foreign Currency Translation

The Company’s reporting currency is U.S. Dollars. The functional currency of the Company’s Subsidiary in the United Kingdom is British Pounds. The translation from British Pounds to U.S. dollars is performed for asset and liability accounts using exchange rates in effect at the balance sheet date, equity accounts using historical exchange rates or rates in effect at the balance sheet date, and for revenue and expense accounts using the average exchange rate in effect during the period. The resulting translation adjustments are recorded as a component of Accumulated Other Comprehensive Income (Loss). Foreign currency translation gains and losses arising from exchange rate fluctuation on transactions denominated in a currency other than the functional currency are included in the consolidated statements of operations.

Software Development Costs

Costs incurred in the research and development of software products and significant upgrades and enhancements thereto during the preliminary project stage and the post-implementation operation stage are expensed as incurred. Costs incurred for maintenance and relatively minor upgrades and enhancements are expensed as incurred. Costs associated with the application development stage of new software products and significant upgrades and enhancements thereto are capitalized when 1) management implicitly or explicitly authorizes and commits to funding a software project and 2) it is probable that the project will be completed and the software will be used to perform the function intended. The Company capitalized internal-use software development costs of $891,393 during the six-months ended June 30, 2017. The Company amortizes such costs once the new software products and significant upgrades and enhancements are completed. The unamortized internal-use software development costs amounted to approximately $3,360,000 and $2,784,000 at June 30, 2017 and December 31, 2016, respectively. The Company’s amortization expenses associated with capitalized software development costs amounted to $181,531 and $315,103 during the three and six-month periods ended June 30, 2017, respectively, and $186,219 and $375,579 during the three and six-month periods ended June 30, 2016, respectively. Amortization of internal-use software is reflected in cost of revenues.

Share-Based Payment

The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation, or ASC 718. Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period.

7

The Company has elected to use the BSM option-pricing model to estimate the fair value of its options, which incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the fair value of stock option awards. Compensation expense recognized in the statements of operations is based on awards ultimately expected to vest and reflects estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Segment Reporting

The Company generated revenues from one source, its SaaS business, during the three and six-month periods ended June 30, 2017 and 2016. The Company's chief operating decision maker evaluates the performance of the Company based upon revenues and expenses by functional areas as disclosed in the Company's statements of operations.

Recent Accounting Pronouncements

In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350), which simplifies the goodwill impairment test. The effective date for ASU 2017-04 is for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We are currently evaluating the impact of adopting ASU 2017-04 on our unaudited condensed consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This new standard will be effective for the Company on January 1, 2018; however, early adoption is permitted with prospective application to any business development transaction. We are currently evaluating the impact of adopting ASU 2017-01 on our unaudited condensed consolidated financial statements.

The Company applied ASU 2015-03: Interest – Imputation of Interest, which simplifies the presentation of debt issuance costs, and netted debt issue costs previously reported as assets with the related liability for presentation purposes. Other accounting pronouncements have been issued but deemed by management to be outside the scope of relevance to the Company.  

Basic and Diluted Earnings Per Share

Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common and dilutive common share equivalents outstanding during the period. Dilutive common share equivalents consist of shares issuable upon the exercise of stock options and warrants (calculated using the modified-treasury stock method).

8

	Three months ended						Six months ended
	June 30,						June 30,
	2017			2016			2017			2016
Numerator:
Net loss	$	(616,709	)	$	(333,265	)	$	(671,933	)	$	(916,506	)
Denominator:
Denominator for basic earnings per share--weighted average shares		65,283,042			65,069,327			65,272,723			65,069,327
Effect of dilutive securities- when applicable:
Stock options		-			-			-			-
Warrants		-			-			-			-
Denominator for diluted earnings per share--adjusted weighted-average shares and assumed conversions		65,283,042			65,069,327			65,272,723			65,069,327
Loss per share:
Basic	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)
Diluted	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)
Weighted-average anti-dilutive common share equivalents		16,361,556			18,551,891			16,318,872			18,710,764

 
Property and Equipment

Property and equipment are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives of three years. Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments are capitalized

Property and equipment consist of the following at:

	June 30, 2017			December 31, 2016
Internal use software costs	$	5,615,360		$	4,723,968
Computer equipment and software		417,469			387,472
Office furniture and equipment		119,221			119,768
Leasehold improvements		290,248			286,990
		6,442,298			5,518,198
Accumulated depreciation and amortization		(2,969,504	)		(2,585,072	)
	$	3,472,794		$	2,933,126

	Three months ended				Six months ended
	June 30,				June 30,
	2017		2016		2017		2016
Depreciation expense	$	34,075	$	96,749	$	69,530	$	174,062
Amortization expense on internal software	$	181,530	$	186,219	$	315,103	$	375,579

During the three and six-month periods ended June 30, 2017, the Company disposed of approximately $0 and $7,500 in computer equipment with a net book value of approximately $0 and $1,700 for proceeds of approximately $0 and $800, respectively.

During the three and six-month periods ended June 30, 2016, the Company sold approximately $2,000 and $12,000 in computer equipment with a net book value of approximately $0 and $5,000 for proceeds of approximately $1,000 and $6,000, respectively.

9

During the three and six-month periods ended June 30, 2016, the Company wrote off approximately $280,000 and $280,000, in fixed assets with a net book value of approximately $31,000 and $31,000, respectively, which was recorded under the depreciation expense account.

NOTE 3: PREPAID EXPENSES 

At June 30, 2017 and December 31, 2016, the Company’s prepaid expenses consisted primarily of prepaid insurance and tradeshow costs.

NOTE 4: DEFERRED REVENUES

The Company’s deferred revenues consist of prepayments made by certain of the Company’s customers and undelivered implementation and training fees.  The Company decreases the deferred revenues by the amount of the services it renders to such clients when provided.

	June 30, 2017		December 31, 2016
Deferred revenues	$	91,217	$	53,450

NOTE 5: LINE OF CREDIT AND LOANS

Line of Credit

On September 30, 2014, the Company entered into an amendment of its line of credit, or the Line of Credit, with Pacific Western Bank, as successor in interest by merger to Square 1 Bank, or the Lender, to borrow up to a maximum of $6,000,000 at the Company’s discretion, an increase from up to $3,000,000 that the Company was permitted to borrow under the original Line of Credit entered into on March 17, 2014.

As of June 30, 2017 and December 31, 2016, the Company had no outstanding balance under the Line of Credit and the facility has been cancelled.

Agility Loan 

	June 30, 2017			December 31, 2016
Agility Loan	$	625,000		$	625,000
Amendment, loan modification fee added to balance		100,000			100,000
Principal Payment of Agility Loan		(325,000	)		(175,000	)
Agility Loan, Outstanding balance		400,000			550,000
Less: Deferred financing cost		(19,582	)		(43,133	)
	$	380,418		$	506,867

On March 11, 2016, the Company entered into a subordinated loan, or the Agility Loan, with Agility Capital II, LLC, or Agility Capital, which provides for total availability of $625,000 and was to originally mature, prior to amendment, on March 31, 2017. The Agility Loan has a fixed interest rate of 12% per year and requires $25,000 monthly amortization payments beginning on June 1, 2016. The Agility Loan also requires fees of approximately $130,000 over the life of the loan, and is subject to a total aggregate minimum interest of $50,000 in the event of a prepayment. The Agility Loan contains covenants to achieve specified Adjusted EBITDA levels, as defined, limiting capital expenditures, restricting the Company’s ability to pay dividends, purchase and sell assets outside the ordinary course and incur additional indebtedness. As of June 30, 2017, the Company was in compliance with these covenants. The Agility Loan requires a security interest in all of the Company’s personal property and intellectual property, second in priority to the Lender and to SaaS Capital Funding II, LLC.

In connection with the Agility Loan, on June 30, 2016, as a result of outstanding amounts under the Agility Loan, the Company issued to Agility Capital a warrant to purchase up to 69,444 shares of the Company’s Common Stock at an exercise price of $0.45 per share. This warrant expires on March 11, 2021. The fair value of the warrant amounted to $15,880 and was capitalized as deferred financing costs, of which $0 and $3,970, and $3,947 and $3,947, was expensed during the three and six-month periods ended June 30, 2017 and 2016, respectively.

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On November 29, 2016, the Company entered into an amendment of the Agility Loan which waived any event of default and the breach of any covenant, representation, warranty, and any other agreement contained in the Agility Loan as a result of the Company entering into a settlement agreement with respect to pending litigation between the Company and a former officer during November 2016, or the Settlement Agreement. On the date of the amendment, a loan modification fee in the amount of $100,000, fully earned and non-refundable, was added to the outstanding loan balance and shall accrue interest, expensed in the statement of operations. Additionally, the maturity date was extended to December 31, 2017. On November 29, 2016, the Company issued to Agility Capital a warrant to purchase up to 187,500 shares of the Company’s Common Stock at an exercise price of $0.40 per share. This warrant expires on November 29, 2021. The fair value of the warrant amounted to $42,427 and was capitalized as deferred financing costs, of which $9,791 and $19,582 was expensed during the three and six-month periods ended June 30, 2017, respectively. There was $0 expensed during the three and six-month periods ended June 30, 2016.

The Company owed $400,000 and $550,000 under the Agility Loan at June 30, 2017 and December 31, 2016, respectively.

Credit Facility - SaaS Capital Loan 

	June 30, 2017			December 31, 2016
SaaS Capital Loan, Total advances		8,350,000			7,200,000
Principal Payment of SaaS Capital Loan		(1,048,895	)		(143,058	)
SaaS Capital Loan, Outstanding balance		7,301,105			7,056,942
Less: Deferred financing cost		(337,677	)		(429,769	)
Less: SaaS Capital Loan, short term (1)		(2,477,995	)		(2,038,946	)
	$	4,485,433		$	4,588,227

(1) Short-term portion constitutes scheduled amortization payments for the next 12 months which create immediate access to additional borrowing availability equal to the amount of amortization payments

On May 5, 2016, the Company entered into a loan and security agreement, or the SaaS Capital Loan, with SaaS Capital Funding II, LLC to borrow up to a maximum of $8,000,000. Initial amounts borrowed will accrue interest at the rate of 10.25% per annum with future amounts borrowed bearing interest at the greater of 10.25% or 9.21% plus the three-year treasury rate at the time of advance. Accrued interest on amounts borrowed is payable monthly for the first six months and thereafter 36 equal monthly payments of principal and interest is payable. Prepayments will be subject to a 10%, 6% or 3% of principal premium if prepaid prior to 12 months, between 12 and 24 months, or between 24 months and maturity, respectively. Advances may be requested until May 5, 2018. The initial minimum advance amount of $5,000,000, on May 5, 2016, was used to repay the outstanding Line of Credit balance of $4,572,223. A facility fee of $80,000 was paid by the Company in connection with the initial advance and an additional $80,000 was paid in May 2017.

The SaaS Capital Loan contains customary covenants including, but not limited to, covenants to achieve specified Adjusted EBITDA levels and revenue renewal levels, limiting capital expenditures and restricting the Company's ability to pay dividends, purchase and sell assets outside the ordinary course and incur additional indebtedness. As of June 30, 2017, the Company was in compliance with such covenants. The occurrence of a material adverse change will be an event of default under the SaaS Capital Loan, in addition to other customary events of default. The Company granted SaaS Capital Funding II, LLC a security interest in all of the Company's personal property and intellectual property through the SaaS Capital Loan and the Patent, Trademark and Copyright Security Agreement between the Company and SaaS Capital Funding II, LLC.

On May 5, 2016, in connection with the SaaS Capital Loan, the Company issued to SaaS Capital Partners II, LP, an affiliate of SaaS Capital Funding II, LLC, a warrant to purchase up to 1,333,333 shares of the Company's common stock at an exercise price of $0.45 per share subject to certain adjustments for dividends, splits or reclassifications. The Warrant is exercisable until the earlier of May 5, 2026, or the date that is 5 years from the date the Company’s equity securities are first listed for trading on NASDAQ. The fair value of the warrant amounted to $383,128 and was capitalized as deferred financing costs, of which $31,927 and $63,854, and $20,880 and $20,880, was expensed during the three and six-month periods ended June 30, 2017 and 2016, respectively.

On November 29, 2016, the Company entered into an amendment of the SaaS Capital Loan to receive consent from SaaS Capital to enter into the Settlement Agreement. The amendment required a loan modification fee of $120,000, payable at $10,000 a month for one year, expensed in the statement of operations. In connection with this amendment, the Company agreed to issue SaaS Capital a warrant to purchase up to 200,000 shares of our Common Stock at an exercise price of $0.36 per share. This warrant expires on November 29, 2026. The fair value of the warrant amounted to $60,185 and was fully expensed at December 31, 2016.

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On May 10, 2017, the Company entered into a second amendment of the SaaS Capital Loan which adjusts the Minimum Adjusted EBITDA covenant in Schedule 6.17 of the SaaS Capital Loan from $0 to ($150,000) until August 31, 2017 to give the Company added flexibility in completing its hosting migration to a new platform and to allow for potentially augmented marketing and sales efforts.

On June 16, 2017, the Company entered into a third amendment of the SaaS Capital Loan with SaaS Capital Funding II, LLC to provide that any advance made within 6 months of the final advance date will be for a 36 month period with interest only payments due from the date of advance until the final advance date.

During the three and six-month periods ended June 30, 2017, the Company borrowed $650,000 and $1,150,000 from the SaaS Capital Loan, and made principal payments of $469,289 and $905,837, respectively.

The Company owed $7,301,105 and $7,056,942 under the SaaS Capital Loan at June 30, 2017 and December 31, 2016, respectively.

The Company recognized amortization and interest expenses in connection with the line of credit and loans as follows.                       

	Three months ended				Six months ended
	June 30,				June 30,
	2017		2016		2017		2016
Amortization expense associated with line of credit and loan	$	55,837	$	62,432	$	115,644	$	75,798
Interest expense associated with line of credit and loan	$	198,955	$	126,623	$	395,545	$	194,026
Other finance fees associated with line of credit and loan	$	24,125	$	22,200	$	48,250	$	158,355

NOTE 6: STOCKHOLDERS’ DEFICIT

Common Stock

During the six-month period ended June 30, 2017, the Company issued 1,707,692 shares of its Common Stock pursuant to the cashless exercise of 2,400,000 options. There were no exercises of options during the six-month period ended June 30, 2016.

As of June 30, 2017, and December 31, 2016, there were 65,283,042 and 63,415,254 shares of Common Stock issued and outstanding, respectively.

Restricted Stock

During 2016, the Company issued 120,000 restricted shares of its Common Stock, at a value of $0.50 per share, vesting in 4 equal quarterly increments commencing on July 1, 2016, to each of its non-employee directors as partial annual compensation for services as a director. As of December 31, 2016, these restricted shares were fully issued. The Company recorded expenses of $30,000 and $60,000 during the three and six-month periods ended June 30, 2017, respectively. There was $0 expensed during the three and six-month periods ended June 30, 2016. These restricted shares were fully vested as of June 30, 2017.

Warrants

During the six-month period ended June 30, 2017, the Company issued 160,096 shares of its Common Stock pursuant to the cashless exercise of 225,000 warrants. There were no exercises of warrants during the three and six-month periods ended June 30, 2016.

During the three and six-month periods ended June 30, 2017, no new warrants were issued and 46,875 warrants expired. 

During the six-month period ended June 30, 2016, the Company issued 69,444 and 1,333,333 warrants to Agility Capital and SaaS Capital Partners II, LP, respectively, exercisable at a price of $0.45 per share and which expire on March 11, 2021 and May 5, 2026 respectively.  The fair value of these warrants, which amounted to $15,880 and $383,128, respectively, were recognized as deferred financing fees and amortized using the effective interest method over the terms of the associated loan.

During the six-month period ended June 30, 2016, 2,466,760 warrants were forfeited, of which 1,650,000 warrants were forfeited and replaced with 2,000,000 new warrants issued in conjunction with the forfeiture of 650,000 options issued in December 2014. 

As of June 30, 2017, and December 31, 2016, there were 7,719,341 and 7,991,216 warrants issued and outstanding, respectively, with a weighted average price $0.87 and $0.64, respectively.

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During the three and six-month periods ended June 30, 2017, the Company recorded expenses of $125,867 and $251,734, respectively, related to warrants granted to employees.

During the three and six-month periods ended June 30, 2016, the Company recorded expenses of $270,508 and $554,601, respectively, related to warrants granted to employees.

Options

The Company generally recognizes its share-based payment over the vesting terms of the underlying options.

	Six-month periods ended June 30,
	2017		2016
Weighted-average grant date fair value	$	-	$	0.50
Fair value of options, recognized as selling, general, and administrative expenses	$	118,823	$	248,783
Number of options granted		-		2,020,000

As of June 30, 2017 and December 31, 2016, there were 10,450,000 and 13,125,000 options, respectively, issued and outstanding with a weighted average price of $0.43 and $0.38 respectively.

The total compensation cost related to non-vested awards not yet recognized amounted to $323,867 at June 30, 2017 and the Company expects that it will be recognized over the following 39 months.

NOTE 7: COMPREHENSIVE LOSS

Comprehensive loss includes changes in equity related to foreign currency translation adjustments. The following table sets forth the reconciliation from net loss to comprehensive loss for the three and six-month periods ended June 30, 2017 and 2016:

	Three months ended						Six months ended
	June 30,						June 30,
	2017			2016			2017			2016
Net loss	$	(616,709	)	$	(333,265	)	$	(671,933	)	$	(916,506	)
Other comprehensive income (loss):
Foreign currency translation adjustment		15,177			(22,309	)		19,257			(29,497	)
Comprehensive loss	$	(601,532	)	$	(355,574	)	$	(652,676	)	$	(946,003	)

The following table sets forth the balance in accumulated other comprehensive loss as of June 30, 2017 and December 31, 2016, respectively: 

	June 30,			December 31,
	2017			2016
Accumulated other comprehensive income	$	(58,072	)	$	(77,329	)

NOTE 8: SEGMENTS

The Company operates in one business segment. Percentages of sales by geographic region for the three and six-month periods ended June 30, 2016 and 2015 were approximately as follows:

	Three months ended		Six months ended
	June 30,		June 30,
	2017	2016	2017	2016
United States	58%	67%	59%	68%
Europe	21%	19%	21%	19%
Other	21%	14%	20%	13%

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NOTE 9: COMMITMENTS AND CONTINGENCIES

During January 2014, the Company entered into a 4-year lease for certain office space in Newport Beach, effective February 1, 2014. Under the terms of the lease, the Company initially paid monthly base rent of approximately $22,000 increasing incrementally to approximately $25,000.

During October 2016, the Company amended its original May 2014 sublease and entered into a 21 month sublease in Newport Beach, effective June 1, 2016. The monthly base rent is approximately $4,100 through the end of the sublease term.

During July 2014, the Company entered into a five year lease for certain office space in a business center in London, England, which commenced on July 30, 2014. The base rent is GBP 89,667 (approximately $129,000) per year and the estimated service charges for the lease are GBP 45,658 (approximately $66,000) per year. The Company paid approximately GBP 60,000 (approximately $86,000) for furniture, cabling and build out of the office space.

Legal Proceedings

From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. The Company is not presently a party to any legal proceedings that it currently believes, if determined adversely to the Company, would individually or taken together have a material adverse effect on the Company’s business, operating results, financial condition or cash flows.

On November 29, 2016, the Company entered into the Settlement Agreement with Jeff McCollum, or McCollum, to settle pending litigation between the Company and McCollum in the Superior Court of the State of California related to McCollum’s termination as an executive officer of the Company on September 8, 2014. In connection with the Settlement Agreement, McCollum surrendered to the Company a stock certificate representing 1,890,000 shares of the Company’s Common Stock, or the Shares, and for dismissal with prejudice of the cross-complaint and action against the Company brought by McCollum. The Company agreed to pay McCollum a total of $2,700,000. $1,000,000 of this total has already been paid as of January 18, 2017, of which the Company’s insurance carrier contributed $500,000. The remaining $1,700,000 will be paid in 48 equal monthly installments starting on July 1, 2017. The Company previously cancelled McCollum’s options to purchase up to 6,600,000 shares of the Company’s Common Stock at exercise prices of $0.15 or $0.31 per share. The Company cancelled the 1,890,000 Shares and thereafter the Company’s issued and outstanding common stock decreased by approximately 3%. During 2016, the Company recorded a loss on legal settlement of $2,200,000, net of the reimbursement of $500,000, which the Company received from its insurance carrier in December 2016. The outstanding settlement balance amounted to $1,700,000 as of June 30, 2017 pursuant to the Settlement Agreement, of which $425,000 has been classified as accounts payable and accrued expenses and $1,275,000 as other long-term liabilities, in the accompanying condensed consolidated balance sheet.

NOTE 10: SUBSEQUENT EVENTS  

On July 1, 2017, the Company granted to each of its non-employee directors, as partial annual compensation for services as a director, a restricted stock award consisting of 120,000 shares of the Company’s Common Stock.  These shares vest in four equal quarterly increments commencing on July 1, 2017.

Effective August 1, 2017, the Company entered into a three year agreement with its major web hosting provider with an annual commitment of $5,000,000.

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ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes included elsewhere in this report and our Annual Report on Form 10-K for the year ended December 31, 2016. Certain statements in this discussion and elsewhere in this report constitute forward-looking statements. See “Cautionary Statement Regarding Forward Looking Information’’ elsewhere in this report. Because this discussion involves risk and uncertainties, our actual results may differ materially from those anticipated in these forward-looking statements

Overview

We own and operate CAKE and getcake.com, a marketing technology company that provides a proprietary solution for advanced tracking, attribution and campaign optimization for digital marketers. Our powerful software-as-a service, or SaaS, is an enterprise solution that has been an industry standard for advertisers, networks, publishers and agencies to measurably analyze and improve digital advertising spend. We currently have over 500 customers driving billions of consumer actions monthly through the CAKE enterprise platform.

In late 2014, we announced a new product offering purpose-built for brand advertisers to unify the tracking, attribution and optimization of digital marketing spend across search, display, email, video, social, affiliate and other marketing channels. CAKE enables brands to move beyond the confines of siloed data and provides customer journey analytics for marketers, in real-time. On January 12, 2017, we announced that the product was significantly enhanced with a new unified technical architecture and platform to collect and support high-traffic volumes. Now our industry-leading technology not only gathers granular information about the customer path to conversion, but also leverages data science and machine learning to further understand and maximize return on advertising spend (RoAS). Additionally, our patent-pending algorithmic attribution for predictive analytics clearly and accurately show marketers how to optimize campaigns. These new capabilities enhance our existing rules-driven attribution to programmatically allow marketers to analyze complex customer journeys; arming advertisers with more actionable insights needed to effectively measure the true impact of each media channel and maximize revenue for any given level of spending. 

The CAKE SaaS proprietary marketing platform is used by some of the world’s leading companies, enterprise performance marketing networks and advertisers. CAKE’s platform is based on reliable, feature rich technology and is bolstered by the industry’s leading customer service and top-tier technology partners, assuring the highest level of uptime.

On February 14, 2017, Gartner, Inc. once again named us as a Vendor to Watch in its “Magic Quadrant for Digital Marketing Hubs” report. This research is intended for chief marketing officers (CMOs), chief marketing technologists and other digital marketing leaders involved in the selection of core systems to support digital marketing business requirements. According to Gartner, our solution enables hub-like multichannel data management and onboarding capabilities. CAKE is for enterprise performance marketers looking to track attribution and optimize data-driven lead generation and customer acquisition through affiliate and other digital marketing channels.

Our revenue model is based on a monthly license fee, a usage fee (based on volume of clicks, impressions, or leads), a training and implementation fee, and in certain cases, professional services fees and royalties. Clients purchase annual or monthly subscriptions with an additional usage fee. A majority of our revenue is derived from clients in the United States but we have seen a 28% and 30% year on year growth in our client base outside of the United States during the three and six-month periods ended June 30, 2017, respectively, when compared to the same period in 2016.

Our training, support personnel, hosting and cloud-based infrastructure contribute to our cost of operating the business. We anticipate more spending in these areas while we continue to grow, and we can foresee some savings in infrastructure cost due to economies of scale. In addition, development resources were required to continue to enhance the products. Those resources were used to extend our software platform and to create deeper integrations to third-party technologies that include, but are not limited to, Google AdWords, Bing Ads, Facebook, DoubleClick Campaign Manager (DCM), Marketo and others.

We experienced 6% and 9% year-over-year growth in monthly license fee revenue during the three and six-month periods ended June 30, 2017, respectively, when compared to the same period in 2016. The organic growth has been a result of providing the marketing technology industry a comprehensive suite of marketing intelligence tools through innovation and what we believe to be a superior product and customer experience.

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We allocated a portion of our marketing budget to establish a strong presence at tradeshows, implement demand generation campaigns for customer acquisition and retention, and provide support documentation required by sales initiatives. Additional efforts will be made to speak at industry events and secure coverage in industry publications, increasing awareness of the CAKE suite of products and the thought leadership driving product development.

Our principal offices are located at 20411 SW Birch Street, Suite 250, Newport Beach, CA 92660. Our telephone number there is: (949) 548-2253. Our corporate website is: www.accelerize.com, the contents of which are not part of this quarterly report.

Our Common Stock is quoted on the OTCQB Marketplace under the symbol "ACLZ." 

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Results of Operations

ACCELERIZE INC.

UNAUDITED CONDENSED CONSOLIDATED RESULTS OF OPERATIONS

	Three-month periods						Increase/			Increase/	Six-month periods						Increase/			Increase/
	ended June 30,						(Decrease)			(Decrease)	ended June 30,						(Decrease)			(Decrease)
	2017			2016			$			%	2017			2016			$			%
Revenues:	$	5,994,154		$	6,003,287			(9,133	)	-0.2%	$	11,950,878		$	11,867,305			83,573		0.7%
Cost of revenue		2,365,364			2,030,687			334,677		16.5%		3,910,709			3,962,810			(52,101	)	-1.3%
Gross Profit		3,628,790			3,972,600			(343,810	)	-8.7%		8,040,169			7,904,495			135,674		1.7%
Operating expenses:
Research and development		1,133,437			973,980			159,457		16.4%		2,176,556			2,004,436			172,120		8.6%
Sales and marketing		1,083,303			874,422			208,881		23.9%		2,299,793			1,867,300			432,493		23.2%
General and administrative		1,751,672			2,247,255			(495,583	)	-22.1%		3,677,914			4,535,967			(858,053	)	-18.9%
Total operating expenses		3,968,412			4,095,657			(127,245	)	-3.1%		8,154,263			8,407,703			(253,440	)	-3.0%
Operating loss		(339,622	)		(123,057	)		216,565		176.0%		(114,094	)		(503,208	)		(389,114	)	-77.3%
Other income (expense):
Other income		1,042			11,475			(10,433	)	-90.9%		742			20,934			(20,192	)	-96.5%
Other expense		(278,129	)		(221,683	)		56,446		25.5%		(558,581	)		(434,232	)		124,349		28.6%
Total other expenses		(277,087	)		(210,208	)		66,879		31.8%		(557,839	)		(413,298	)		144,541		35.0%
Net loss	$	(616,709	)	$	(333,265	)		283,444		85.1%	$	(671,933	)	$	(916,506	)		(244,573	)	-26.7%

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Discussion of Results for Three-Month and Six-Month Periods Ended June 30, 2017 and 2016

Revenues

	Three Months Ended					Six Months Ended
	June 30,				%	June 30,				%
	2017		2016		Change	2017		2016		Change
Revenues	$	5,994,154	$	6,003,287	-0.2%	$	11,950,878	$	11,867,305	0.7%

We generate revenues from a monthly license fee, a usage fee (based on volume of clicks, impressions, or leads), a training and implementation fee, and in certain cases, professional services fees, and royalties. Our revenue breakdown for the three and six-month periods ended June 30, 2017 and 2016 were as follows.

	Three Months Ended					Six Months Ended
	June 30,				%	June 30,				%
	2017		2016		Change	2017		2016		Change
License		4,891,817		4,608,414	6.1%		9,825,973		9,005,249	9.1%
Usage		859,260		891,447	-3.6%		1,656,691		1,835,819	-9.8%
Other		243,077		503,396	-51.7%		468,215		1,026,237	-54.4%
Total	$	5,994,154	$	6,003,287	-0.2%	$	11,950,878	$	11,867,305	0.7%

The increases in our software licensing revenues during the three and six-month periods ended June 30, 2017, when compared to the prior year periods, is due to the increased number of customers using our SaaS products and services, as well as increased monthly revenues from our existing customers resulting from greater adoption and higher usage of our SaaS platform. Our monthly license fee revenue, which constitutes the contractually recurring portion of our revenue and comprises the bulk of our total revenue, or 82% for the six-month period ended June 30, 2017, increased approximately 6 and 9% year over year during the three and six-month periods ended June 30, 2017, respectively, when compared to the prior year periods. Our average monthly revenue per customer increased 1% and 4% during the three and six-month periods ended June 30, 2017, respectively, when compared to the prior year periods. The increases in the number of customers using our SaaS products and services during the three and six-month periods ended June 30, 2017 is primarily due to the increased resources we have devoted to customer acquisition for our SaaS products. The higher average monthly revenues from our existing customers is primarily due to higher market acceptance and adoption among our users, resulting in a higher volume of transactions.

We believe that our SaaS revenues will continue to increase during the remainder of 2017.

Cost of Revenues

	Three Months Ended					Six Months Ended
	June 30,				%	June 30,				%
	2017		2016		Change	2017		2016		Change
Cost of revenues	$	2,365,364	$	2,030,687	16.5%	$	3,910,709	$	3,962,810	-1.3%

Cost of revenues consists primarily of web hosting and personnel costs associated with supporting customer on-boarding and training activities, including salaries, benefits, and related infrastructure costs. Web hosting fees are partially correlated to our revenues, depending on each specific agreement we have with our clients. The majority of our clients’ services are hosted on non-dedicated servers, on which capacity can be maximized by server, while certain customers prefer to have their services hosted on dedicated servers, on which capacity can only be maximized by customer and by server. Additionally, our resources associated with on-boarding are usually allocated at the beginning of the relationship with the new customer (usually, the first two months). Accordingly, our personnel costs associated with supporting customer on-boarding activities are not necessarily correlated with our revenues.

During the three-month period ended June 30, 2017, when compared to the same period in 2016, cost of revenues increased reflecting the higher web hosting fees incurred to support our increased number of clients and platform usage. During the six-month period ended June 30, 2017, when compared to the same period in 2016, cost of revenues decreased slightly due to higher web hosting fees offset by lower amortization expenses related to capitalized software. Web hosting fees increased during the three and six-month periods ended June 30, 2017 by approximately $407,000 and $161,000, respectively, when compared to the same periods in 2016.

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We believe that our cost of revenues will continue to increase, at lower percentages than our anticipated increase in revenues, during the remainder of 2017.

Research and Development Expenses

	Three Months Ended					Six Months Ended
	June 30,				%	June 30,				%
	2017		2016		Change	2017		2016		Change
Research and development	$	1,133,437	$	973,980	16.4%	$	2,176,556	$	2,004,436	8.6%

Research and development expenses consist primarily of personnel costs associated with the enhancement and maintenance of our SaaS product offerings, consisting of salaries, benefits, and related infrastructure costs, offset by capitalized software development costs.  

Our research and development expenses increased during the three and six-month periods ended June 30, 2017, when compared to the prior year periods, mainly due to lower capitalization of software development costs which amounted to $375,938 and $891,393, respectively, compared to $555,456 and $1,030,456 for the three and six-month periods ended June 30, 2016, respectively.

We believe that our research and development expenses will slightly increase during the remainder of 2017 as we continue to enhance the features of our SaaS platform.

Sales and Marketing Expenses

	Three Months Ended					Six Months Ended
	June 30,				%	June 30,				%
	2017		2016		Change	2017		2016		Change
Sales and marketing	$	1,083,303	$	874,422	23.9%	$	2,299,793	$	1,867,300	23.2%

Sales and marketing expenses consist primarily of personnel costs associated with the sale and marketing of our SaaS products, including salaries, benefits, and related infrastructure, as well as the costs of related marketing programs, such as trade shows and public relations.

The increase in sales and marketing expenses during the three and six-month periods ended June 30, 2017, when compared to the prior year periods, is primarily due to increased marketing spending in specific, higher return, marketing programs, trade shows and related expenses, both domestically and internationally, of approximately $55,000 and $280,000, respectively.

We believe that our sales and marketing expenses will increase gradually in 2017 as we continue to execute on proven marketing programs.

General and Administrative Expenses

	Three Months Ended					Six Months Ended
	June 30,				%	June 30,				%
	2017		2016		Change	2017		2016		Change
General and administrative	$	1,751,672	$	2,247,255	-22.1%	$	3,677,914	$	4,535,967	-18.9%

General and administrative expenses primarily consist of personnel costs associated with the support of our operations consisting of salaries, benefits, and related infrastructure. Also included are non-personnel costs, such as audit and legal fees, as well as professional fees, insurance, investor relations, and other corporate expenses.

19

The decrease in general and administrative expenses during the three and six-month periods ended June 30, 2017, when compared to the prior year periods is primarily due to higher expenses during the first half of 2016 of $335,000 related to legal expenses, $50,000 related to audit services, and $220,000 related to consulting services during the transition to our new management team.

We believe that our general and administrative expenses will increase during the remainder of 2017 at lower percentages than our anticipated increase in revenues as we continue to increase the scope of our operations.

Other Income

	Three Months Ended					Six Months Ended
	June 30,				%	June 30,				%
	2017		2016		Change	2017		2016		Change
Other income	$	1,042	$	11,475	-90.9%	$	742	$	20,934	-96.5%

Other Income during the three and six-month periods ended June 30, 2016 consisted mainly of the sale of non-inventory assets. 

Other Expenses

	Three Months Ended					Six Months Ended
	June 30,				%	June 30,				%
	2017		2016		Change	2017		2016		Change
Other expenses	$	278,129	$	221,683	25.5%	$	558,581	$	434,232	28.6%

Other expenses consist of interest charges and amortization of deferred financing costs associated with our loans.

The increase in interest expenses during the three and six-month periods ended June 30, 2017, when compared to the prior year periods, is primarily due to higher levels of borrowings we have made from time to time under the Line of Credit and debt issue costs related to the Agility and SaaS Capital Loans.

Liquidity and Capital Resources

	Ending balance at					Average balance during
	June 30,					six months ended June 30,
	2017			2016		2017		2016
Cash	$	120,422		$	879,666	$	900,275	$	893,881
Restricted cash		50,000			500,000		50,000		250,000
Accounts receivable		2,182,431			1,991,572		2,206,021		1,912,290
Accounts payable and accrued expenses		2,124,906			1,871,289		2,381,957		2,054,020
Short term line of credit, net of deferred financing cost		2,477,995	(1)		-		2,258,471		2,299,221
Short term loan, net of deferred financing cost		380,418			588,160		443,643		294,080
Long term loan, net of deferred financing cost		4,485,433			5,485,031		4,536,830		2,742,516
Long term other liabilities		1,275,000			-		1,381,250		-

(1) Short-term portion constitutes scheduled amortization payments for the next 12 months which create immediate access to additional borrowing availability equal to the amount of amortization payments

At June 30, 2017 and 2016, 35% and 53%, respectively, of our total assets consisted of cash and cash equivalents and accounts receivable.

We extend unsecured credit in the normal course of business to our customers. The determination of the appropriate amount of the reserve for uncollectible accounts is based upon a review of the amount of credit extended, the length of time each receivable has been outstanding, and the specific customers from whom the receivables are due.

The objective of liquidity management is to ensure that we have ready access to sufficient funds to meet commitments while implementing our growth strategy. Our primary sources of liquidity historically include the sale of our securities and borrowings from our Line of Credit.

20

We do not have any material commitments for capital expenditures of tangible items.

During the six-month period ended June 30, 2017, we sustained losses and a working capital deficit.  We are in discussions with various capital sources and expect to address any potential liquidity issues within the second half of 2017. There can be no assurance that such a plan will be successful.

Line of Credit 

On September 30, 2014, we entered into an amendment of our Line of Credit to borrow up to a maximum of $6,000,000 at our discretion, an increase from up to $3,000,000 that we were permitted to borrow under the original Line of Credit entered into on March 17, 2014. Amounts borrowed accrued interest at the prime rate in effect from time to time plus 1.25%, not to be less than 5.5% per annum, provided that in no event shall the accrued interest payable with respect to any month be less than $10,000. Accrued interest on amounts borrowed was payable monthly. All other amounts borrowed were to be payable in full on the maturity date of March 17, 2016; however, this date was extended by the Lender until May 31, 2016. This maturity extension was granted concurrently with a waiver issued by the Lender pursuant to an amendment to the Line of Credit on March 11, 2016, which amendment waived any default due to breach of the Line of Credit minimum liquidity covenant during the specified time period, adjusted the Minimum Adjusted EBITDA covenant, and reduced the credit limit to $5,135,000. A condition precedent to the waiver was the funding of the $625,000 subordinated loan from Agility Capital, which funded on March 11, 2016.

In connection with the original Line of Credit, we issued to the Lender a warrant to purchase up to 46,875 shares of our Common Stock at an exercise price of $1.60 per share. The warrant expired on March 17, 2017. The fair value of the warrant amounted to $32,067. On March 27, 2015, in connection with an obligation under the Line of Credit when borrowings thereunder exceeded $3,000,000, we issued to the Lender a warrant to purchase 58,824 shares of our Common Stock at an exercise price of $1.53 per share. This warrant expires on March 27, 2018. The fair value of the warrant amounted to $37,289.

On May 5, 2016, we repaid the outstanding Line of Credit balance with the initial advance from our SaaS Capital Loan, which became effective on May 5, 2016.   

Agility Loan

On March 11, 2016, we entered into a subordinated loan with Agility Capital which provides for total availability of $625,000 and was to originally mature, prior to amendment, on March 31, 2017. The Agility Loan has a fixed interest rate of 12% per year and requires $25,000 monthly amortization payments beginning on June 1, 2016. The Agility Loan also requires fees of approximately $130,000 over the life of the loan, and is subject to a total aggregate minimum interest of $50,000 in the event of a prepayment. The Agility Loan contains covenants to achieve specified Adjusted EBITDA levels, as defined, limiting capital expenditures, restricting our ability to pay dividends, purchase and sell assets outside the ordinary course and incur additional indebtedness. As of June 30, 2017, we were in compliance with these covenants. The Agility Loan requires a security interest in all of our personal property and intellectual property, second in priority to SaaS Capital Funding II, LLC.

In connection with the Agility Loan, on June 30, 2016, as a result of outstanding amounts under the Agility Loan, we issued to Agility Capital a warrant to purchase up to 69,444 shares of our Common Stock at an exercise price of $0.45 per share. This warrant expires on March 11, 2021. The fair value of the warrant amounted to $15,880 and was capitalized as deferred financing costs, of which $3,970 and $3,950 was expensed during the six-month periods ended June 30, 2017 and 2016, respectively.

On November 29, 2016, we entered into an amendment of our Agility Loan, or the Agility Loan Amendment, which waived any event of default and the breach of any covenant, representation, warranty, and any other agreement contained in the Agility Loan as a result of our entering into the Settlement Agreement. On the date of the amendment, a loan modification fee in the amount of $100,000, fully earned and non-refundable, was added to the outstanding loan balance and shall accrue interest, expensed in the statement of operations. Additionally, the maturity date was extended to December 31, 2017. On November 29, 2016, we issued to Agility Capital a warrant to purchase up to 187,500 shares of our Common Stock at an exercise price of $0.40 per share. This warrant expires on November 29, 2021. The fair value of the warrant amounted to $42,427 and was capitalized as deferred financing costs, of which $19,582 and $0 was expensed during the six-month periods ended June 30, 2017 and 2016, respectively.

We owed $400,000 and $550,000 under the Agility Loan at June 30, 2017 and December 31, 2016, respectively.

21

Credit Facility - SaaS Capital Loan

On May 5, 2016, we entered into the SaaS Capital Loan, with SaaS Capital Funding II, LLC to borrow up to a maximum of $8,000,000. Initial amounts borrowed will accrue interest at the rate of 10.25% per annum with future amounts borrowed bearing interest at the greater of 10.25% or 9.21% plus the three-year treasury rate at the time of advance. Accrued interest on amounts borrowed is payable monthly for the first six months and thereafter 36 equal monthly payments of principal and interest is payable. Prepayments will be subject to a 10%, 6% or 3% of principal premium if prepaid prior to 12 months, between 12 and 24 months, or between 24 months and maturity, respectively. Advances may be requested until May 5, 2018. The initial minimum advance amount of $5,000,000, on May 5, 2016, was used to repay the outstanding Line of Credit balance of $4,572,223. A facility fee of $80,000 was paid by us in connection with the initial advance and an additional $80,000 was paid in May 2017. Additionally, the Company incurred initial financing costs of $160,000 which was capitalized as deferred financing costs, of which $26,667 and $8,889 was expensed during the six-month periods ended June 30, 2017 and 2016, respectively.

The SaaS Capital Loan contains customary covenants including, but not limited to, covenants to achieve specified Adjusted EBITDA levels and revenue renewal levels, limiting capital expenditures and restricting our ability to pay dividends, purchase and sell assets outside the ordinary course and incur additional indebtedness. As of June 30, 2017, we were in compliance with such covenants. The occurrence of a material adverse change will be an event of default under the SaaS Capital Loan, in addition to other customary events of default. We granted SaaS Capital Funding II, LLC a security interest in all of our personal property and intellectual property through the SaaS Capital Loan and the Patent, Trademark and Copyright Security Agreement between us and SaaS Capital Funding II, LLC.

On May 5, 2016, in connection with the SaaS Capital Loan, we issued to SaaS Capital Partners II, LP, an affiliate of SaaS Capital Funding II, LLC, a warrant to purchase up to 1,333,333 shares of our common stock at an exercise price of $0.45 per share subject to certain adjustments for dividends, splits or reclassifications. The Warrant is exercisable until the earlier of May 5, 2026, or the date that is 5 years from the date our equity securities are first listed for trading on NASDAQ. We paid approximately $169,000 in financing costs through December 31, 2016. The fair value of the warrant amounted to $383,128 and was capitalized as deferred financing costs, of which $63,854 and $20,880 was expensed during the six-month periods ended June 30, 2017 and 2016, respectively.

On November 29, 2016, we entered into an amendment of our SaaS Capital Loan to receive consent from SaaS Capital to enter into the Settlement Agreement. The amendment required a loan modification fee of $120,000, payable at $10,000 a month for one year, expensed in the statement of operations. In connection with this amendment, we agreed to issue SaaS Capital a warrant to purchase up to 200,000 shares of our Common Stock at an exercise price of $0.36 per share. This warrant expires on November 29, 2026. The fair value of the warrant amounted to $60,185 and was fully expensed at December 31, 2016.

On May 10, 2017, we entered into a second amendment of the SaaS Capital Loan with SaaS Capital Funding II, LLC which adjusts the Minimum Adjusted EBITDA covenant in Schedule 6.17 of the SaaS Capital Loan from $0 to ($150,000) until August 31, 2017 to give us added flexibility in completing our hosting migration to a new platform and to allow for potentially augmented marketing and sales efforts.

On June 16, 2017, we entered into a third amendment of the SaaS Capital Loan with SaaS Capital Funding II, LLC to provide that any advance made within 6 months of the final advance date will be for a 36 month period with interest only payments due from the date of advance until the final advance date.

During the three and six-month periods ended June 30, 2017, we borrowed $650,000 and $1,150,000 from the SaaS Capital Loan, and made principal payments of $469,289 and $905,837, respectively.

We owed $7,301,105 and $7,056,942 under the SaaS Capital Loan at June 30, 2017 and December 31, 2016, respectively.

22

Changes in Cash Flows

	Six-month periods ended June 30,
	2017			2016
Cash flows from operating activities:
Net loss	$	(671,933	)	$	(916,506	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		384,633			549,641
Amortization of deferred financing cost		115,644			75,798
Provision for bad debt		17,211			(4,943	)
Fair value of options and warrants		433,404			803,383
Non-cash expenses paid on company's behalf		-			204,920
Loss (gain) on sale of fixed assets		902			(448	)
Changes in operating assets and liabilities:
Accounts receivable		29,968			(153,622	)
Prepaid expenses and other assets		(365,332	)		(245,521	)
Restricted cash		-			(500,000	)
Accounts payable and accrued expenses		(753,229	)		(365,461	)
Deferred revenues		37,767			(7,500	)
Other assets		(3,582	)		8,076
Net cash used in operating activities		(774,547	)		(552,183	)
Cash flows from investing activities:
Capitalized software for internal use		(891,393	)		(1,030,456	)
Capital expenditures		(32,980	)		(7,585	)
Proceeds from sale of assets		795			5,642
Net cash used in investing activities		(923,578	)		(1,032,399	)
Cash flows from financing activities:
Principal repayments of credit facility and loan		(1,030,837	)		(87,777	)
Proceeds from credit facility		1,150,000			1,803,105
Payment of financing costs		-			(129,678	)
Net cash provided by financing activities		119,163			1,585,650
Effect of exchange rate changes on cash		19,257			(29,497	)
Net decrease in cash		(1,559,705	)		(28,429	)
Cash, beginning of period		1,680,127			908,095
Cash, end of period	$	120,422		$	879,666

Comparison of six months ended June 30, 2017 to June 30, 2016

As of June 30, 2017, we had cash of approximately $120,000.

Net cash used in operating activities was approximately $775,000 during the six-month period ended June 30, 2017 compared to net cash used in operations of approximately $552,000 during the same period in 2016. The change in operating cash flow was primarily due to a decrease in accrued expenses, mainly as a result of a December 2016 accrual of $500,000 related to the Litigation Settlement payment.

Net cash used in investing activities was approximately $924,000 for the six-month period ended June 30, 2017 compared to $1,032,000 for the same period in 2016. The decrease in capitalization of development costs for internal-use software of approximately $140,000 offset with an increase in capital expenditures of approximately $25,000 accounted for the decrease in cash used in investing activities.

Net cash provided by financing activities was approximately $119,000 for the six-month period ended June 30, 2017 compared to $1,586,000 for the same period in 2016. The decrease in cash provided by financing activities was due to approximately $950,000 in higher principal payments made towards our line of credit and lower proceeds from our credit facility during the six-month period ended June 30, 2017 when compared to the same period in 2016.

23

Exercise of warrants

There were no proceeds generated from the exercise of warrants during the six-month period ended June 30, 2017.

Other outstanding obligations at June 30, 2017

Warrants

As of June 30, 2017, 7,719,341 shares of our Common Stock are issuable pursuant to the exercise of warrants.

Options

As of June 30, 2017, 10,450,000 shares of our Common Stock are issuable pursuant to the exercise of options.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer, who is our principal executive officer, and our Chief Financial Officer, who is our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2017, our disclosure controls and procedures are effective in ensuring that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such material information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

24

Changes in Internal Control Over Financial Reporting

During the quarter ended June 30, 2017, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 

PART II - OTHER INFORMATION 

Item 6.  Exhibits

10.1	Third Amendment to Loan and Security Agreement between Accelerize Inc. and SaaS Capital Funding II, LLC, dated as of June 16, 2017.*
31.1	Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and15d-14(a).*
31.2	Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a).*
32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. 1350.**
32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. 1350.**
101.	The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Comprehensive (Loss) Income, (iv) the Statements of Cash Flows, and (v) related notes to these financial statements.*

*	Filed herewith.
**	Furnished herewith.

25

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ACCELERIZE INC.
Dated: August 14, 2017	By:	/s/ Brian Ross
		Brian Ross President and Chief Executive Officer (Principal Executive Officer)
Dated: August 14, 2017	By:	/s/ Anthony Mazzarella
		Anthony Mazzarella
		Chief Financial Officer
		(Principal Financial Officer)

26

EX-10.1

Exhibit 10.1

THIRD AMENDMENT

TO

LOAN AND SECURITY AGREEMENT

This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of June 16, 2017, by and between ACCELERIZE, INC. a Delaware corporation (“Borrower”), and SAAS CAPITAL FUNDING II, LLC, a Delaware limited liability company (“Lender”), under the following circumstances:

A.     Lender and Borrower have entered into that certain Loan and Security Agreement dated as of May 5, 2016 (the "Loan Agreement"), as amended by that certain First Amendment to Loan and Security Agreement, dated as of November 29, 2016 and that certain Second Amendment to Loan and Security Agreement, date May 5, 2017.

B.     Lender has extended credit to Borrower for the purposes permitted in the Loan Agreement.

C.     Borrower has requested that lender agree to certain amendments as set forth herein.

D.     Lender has agreed to the amendments set forth herein, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.

AGREEMENT

NOW, THEREFORE, in consideration of the forgoing recitals and other goods and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

Section 1. Definitions. Capitalized terms used but not defined in this Amendment shall have the respective meanings given to such terms in the Loan Agreement.

Section 2. Amendments to Loan Agreement.

(a) Section 2.1.1(c) of the Loan Agreement is hereby amended by deleting the last sentence thereof and replacing it with the following sentence:

Notwithstanding the immediately preceding sentence, any Advance made less than six (6) months prior to the Final Advance Date shall be for a thirty-six (36) month period with an interest only period commencing on the date of such Advance continuing to and including the Final Advance Date and shall be governed by this Agreement and the terms set forth in the Note relating to such Advance.

Section 3. Limitations.

(a) The amendments set forth herein are effective solely for the purpose set forth herein and shall be limited precisely as written herein and shall not be deemed to (i) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (ii) otherwise prejudice any right or remedy which Lender may now have or may have in the future under or in connection with any Loan Document.

(b) This Amendment shall be constructed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

Section 4. Representations and Warranties. To induce Lender to enter into this Amendment,

Borrower hereby represents and warrants to Lender as follows:

(a) Immediately after giving effect to this Amendment (i) the representations and warranties contained in the Loan Documents, are true, accurate and complete as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (ii) no Event of Default has occurred and is continuing;

(b) Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;

(c) The organizational documents of Borrower delivered to Lender on the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

(d) The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized;

(e) The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (i) any law or regulation binding on or affecting Borrower, (ii) any contractual restriction with a Person binding on Borrower, (iii) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (iv) the organizational documents of Borrower;

(f) The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower, except as already has been obtained or made; and

(g) This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.

Section 5. Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages facsimile of PDF transmission shall constitute effective execution and delivery of this Agreement as to the parties hereto and may be sued in lieu of the original Agreement for all purposes.

Section 6. Expenses. Without limitation on the terms of the Loan Documents, Borrower agrees to reimburse Lender for all its cost and expense (including reasonable attorney’ fees and expenses) incurred in connection with this Amendment. Lender, at its discretion, is authorized (i) to charge said fees, costs and expenses to Borrower’s loan account or any of Borrower’s deposit accounts or (ii) to directly invoice Borrower for such amounts.

Section 7. No Third Party Beneficiary. This Amendment does not create, and shall not be constructed as creating, any rights enforceable by any person not a party to this Agreement.

Section 8. Loan Documents; Indemnity. For purpose of clarity and not by way of limitation, Borrower and Lender acknowledge and agree that this Amendment is one of the Loan Documents and that the indemnification provided pursuant to Section 12.2 of Loan Agreement applies hereto.

Section 9. Effective Date. This Amendment shall be deemed effective upon the due execution and delivery of this Amendment by each party hereto.

(Remainder of page is intentionally blank.)

IN WITNESS WHEREOF, Borrower and Lender have executed this Amendment by their duly authorized representatives as of the date first above written.

ACCELERIZE, INC.
By:	/s/ Anthony Mazzarella
Name: Anthony Mazzarella
Title: Chief Financial Officer

SAAS CAPITAL FUNDING II, LLC
By:	/s/ Todd Gardner
Name: Todd Gardner
Title: President

EX-31.1

 Exhibit 31.1

CERTIFICATION

Pursuant to Rule 13a-14(a) and 15d-14(a)

Under the Securities Exchange Act of 1934, as Amended

I, Brian Ross, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2017 of Accelerize Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 14, 2017

/s/ Brian Ross

Brian Ross

President and Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

Pursuant to Rule 13a-14(a) and 15d-14(a)

Under the Securities Exchange Act of 1934, as Amended

I, Anthony Mazzarella, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2017 of Accelerize Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 14, 2017

/s/ Anthony Mazzarella

Anthony Mazzarella

Chief Financial Officer

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report (the “Report”) of Accelerize Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2017 as filed with the Securities and Exchange Commission on the date hereof, I, Brian Ross, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 14, 2017	By: /s/ Brian Ross
	Brian Ross President and Chief Executive Officer (Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report (the “Report”) of Accelerize Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2017 as filed with the Securities and Exchange Commission on the date hereof, I, Anthony Mazzarella, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 14, 2017	By: /s/ Anthony Mazzarella
	Anthony Mazzarella Chief Financial Officer (Principal Financial Officer)

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Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Aug. 11, 2017
Document Information [Line Items]
Entity Registrant Name	ACCELERIZE INC.
Entity Central Index Key	0001352952
Trading Symbol	aclz
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Common Stock, Shares Outstanding (in shares)		65,523,042
Document Type	10-Q
Document Period End Date	Jun. 30, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q2
Amendment Flag	false

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Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Current Assets:
Cash	$ 120,422	$ 1,680,127
Restricted cash	50,000	50,000
Accounts receivable, net of allowance for bad debt of $366,746 and $349,535, respectively	2,182,431	2,229,610
Prepaid expenses and other assets	763,519	398,187
Total current assets	3,116,372	4,357,924
Property and equipment, net of accumulated depreciation and amortization of $2,969,504 and $2,585,072, respectively	3,472,794	2,933,126
Other assets	106,157	102,574
Total assets	6,695,323	7,393,624
Current Liabilities:
Accounts payable and accrued expenses	2,124,906	2,639,008
Deferred revenues	91,217	53,450
Credit facility, short term	2,477,995	2,038,946
Other short term loan, net of unamortized deferred financing cost of $19,582 and $43,133, respectively	380,418	506,867
Total current liabilities	5,074,536	5,238,271
Credit facility, net of unamortized deferred financing cost of $337,677 and $429,769, respectively	4,485,433	4,588,227
Other Liabilities	1,275,000	1,487,500
Total liabilities	10,834,969	11,313,998
Stockholders' Deficit:
Common stock; $0.001 par value; 100,000,000 shares authorized; 65,283,042 and 63,415,254 shares issued and outstanding, respectively	65,282	63,414
Additional paid-in capital	25,643,273	25,211,737
Accumulated deficit	(29,790,129)	(29,118,196)
Accumulated other comprehensive loss	(58,072)	(77,329)
Total stockholders’ deficit	(4,139,646)	(3,920,374)
Total liabilities and stockholders’ deficit	6,695,323	7,393,624
Series A Preferred Stock [Member]
Stockholders' Deficit:
Preferred stock
Series B Preferred Stock [Member]
Stockholders' Deficit:
Preferred stock

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Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Accounts receivable, allowance for bad debt	$ 366,746	$ 349,535
Property and equipment, accumulated depreciation	2,969,504	2,585,072
Deferred financing cost, current	$ 19,582	$ 43,133
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	65,283,042	63,415,254
Common stock, shares outstanding (in shares)	65,283,042	63,415,254
Series A Preferred Stock [Member]
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	54,000	54,000
Series B Preferred Stock [Member]
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	1,946,000	1,946,000

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Unaudited Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Revenues:	$ 5,994,154	$ 6,003,287	$ 11,950,878	$ 11,867,305
Cost of revenue	2,365,364	2,030,687	3,910,709	3,962,810
Gross profit	3,628,790	3,972,600	8,040,169	7,904,495
Operating expenses:
Research and development	1,133,437	973,980	2,176,556	2,004,436
Sales and marketing	1,083,303	874,422	2,299,793	1,867,300
General and administrative	1,751,672	2,247,255	3,677,914	4,535,967
Total operating expenses	3,968,412	4,095,657	8,154,263	8,407,703
Operating loss	(339,622)	(123,057)	(114,094)	(503,208)
Other income (expense):
Interest income	1,042	11,475	742	20,934
Interest expense	(278,129)	(221,683)	(558,581)	(434,232)
Total other (expenses)	(277,087)	(210,208)	(557,839)	(413,298)
Net loss	$ (616,709)	$ (333,265)	$ (671,933)	$ (916,506)
Net loss per share:
Basic (in dollars per share)	$ (0.01)	$ (0.01)	$ (0.01)	$ (0.01)
Diluted (in dollars per share)	$ (0.01)	$ (0.01)	$ (0.01)	$ (0.01)
Basic weighted average common shares outstanding (in shares)	65,283,042	65,069,327	65,272,723	65,069,327
Diluted weighted average common shares outstanding (in shares)	65,283,042	65,069,327	65,272,723	65,069,327

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Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Net loss	$ (616,709)	$ (333,265)	$ (671,933)	$ (916,506)
Foreign currency translation gain (loss)	15,177	(22,309)	19,257	(29,497)
Total other comprehensive gain (loss)	15,177	(22,309)	19,257	(29,497)
Comprehensive loss	$ (601,532)	$ (355,574)	$ (652,676)	$ (946,003)

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Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Cash flows from operating activities:
Net loss	$ (671,933)	$ (916,506)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	384,633	549,641
Amortization of deferred financing cost	115,644	75,798
Provision for bad debt	17,211	(4,943)
Fair value of options and warrants	433,404	803,383
Non-cash expenses paid on company's behalf		204,920
Loss (gain) on sale of fixed assets	902	(448)
Changes in operating assets and liabilities:
Accounts receivable	29,968	(153,622)
Prepaid expenses and other assets	(365,332)	(245,521)
Restricted cash		(500,000)
Accounts payable and accrued expenses	(753,229)	(365,461)
Deferred revenues	37,767	(7,500)
Other assets	(3,582)	8,076
Net cash used in operating activities	(774,547)	(552,183)
Cash flows from investing activities:
Capitalized software for internal use	(891,393)	(1,030,456)
Capital expenditures	(32,980)	(7,585)
Proceeds from sale of assets	795	5,642
Net cash used in investing activities	(923,578)	(1,032,399)
Cash flows from financing activities:
Principal repayments of credit facility and loan	(1,030,837)	(87,777)
Proceeds from credit facility	1,150,000	1,803,105
Payment of financing costs		(129,678)
Net cash provided by financing activities	119,163	1,585,650
Effect of exchange rate changes on cash	19,257	(29,497)
Net decrease in cash	(1,559,705)	(28,429)
Cash, beginning of period	1,680,127	908,095
Cash, end of period	120,422	879,666
Supplemental disclosures of cash flow information:
Cash paid for interest	395,545	419,802
Cash paid for income taxes	0	0
Non-cash investing and financing activities:
Fair value of warrants issued in connection with line of credit		391,618
Principal loan payments included in accounts payable	25,000	25,000
Repayment of line of credit		4,572,223
Capital expenditure included in accounts payable	7,282
Shares issued for cashless exercise of options and warrants	$ 1,868

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Note 1 - Organization and Description of Business

6 Months Ended

Jun. 30, 2017

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

NOTE

1:

ORGANIZATION AND DESCRIPTION OF BUSINESS

Accelerize Inc., a Delaware corporation, incorporated on

November 22, 2005,

owns and operates CAKE, a Software-as-a-Service, or SaaS, platform providing online tracking and analytics solutions for advertisers and online marketers.

The Company provides software solutions for businesses interested in expanding their online advertising spend.

During the

six

-month period ended

June 30, 2017,

the Company sustained losses and a working capital deficit.  The company is in discussions with various capital sources and expects to address any potential liquidity issues within the

second

half of

2017.

There can be

no

assurance that such a plan will be successful.

These unaudited condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America, or GAAP. These unaudited condensed consolidated financial statements and notes included herein should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended

December 31, 2016

and

2015,

respectively, which are included in the Company’s

December 31, 2016

Annual Report on Form

10

-K filed with the United States Securities and Exchange Commission on

March 22, 2017.  

The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation of these

may

be determined in that context. The results of operations for the

three

and

six

-month periods ended

June 30, 2017

are

not

necessarily indicative of the results for the year ending

December 31, 2017.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the results of operations of Cake Marketing UK Ltd., or the Subsidiary. All material intercompany accounts and transactions between the Company and the Subsidiary have been eliminated in consolidation.

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Note 2 - Summary Of Significant Accounting Policies

6 Months Ended

Jun. 30, 2017

Notes to Financial Statements

Significant Accounting Policies [Text Block]

NOTE

2:

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reported period. Actual results will differ from those estimates. Included in these estimates are assumptions about collection of accounts receivable, useful life of fixed assets and intangible assets, and assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate.

Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of

three

months or less when purchased, to be cash equivalents. The Company has restricted cash as a result of its corporate card program through its bank. The bank requires a collateral which is placed in a money market account and can be increased or decreased at any time at the discretion of the Company. The Company’s restricted cash amounted to

$50,000

at

June 30, 2017.

Accounts Receivable

The Company’s accounts receivable are due primarily from advertisers and marketers. Collateral is currently

not

required. The Company also maintains allowances for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make payments. The Company periodically reviews these estimated allowances, including an analysis of the customers’ payment history and creditworthiness, the age of the trade receivable balances and current economic conditions that

may

affect a customer’s ability to make payments as well as historical collection trends for its customers as a whole. Based on this review, the Company specifically reserves for those accounts deemed uncollectible or likely to become uncollectible. When receivables are determined to be uncollectible, principal amounts of such receivables outstanding are deducted from the allowance. 

	June 30, 2017		December 31, 2016
Allowance for doubtful accounts	$	366,746	$	349,535

Concentration of Credit Risks

The Company is subject to concentrations of credit risk primarily from cash and cash equivalents and accounts receivable.

The Company’s cash and cash equivalents accounts are held at a financial institution and are insured by the Federal Deposit Insurance Corporation, or the FDIC, up to

$250,000.

During the

six

-month period ended

June 30, 2017,

the Company has reached bank balances exceeding the FDIC insurance limit. To reduce its risk associated with the failure of such financial institutions, the Company periodically evaluates the credit quality of the financial institution in which it holds deposits.

The Company's accounts receivable are due from customers, generally located in the United States, Europe, Asia, and Canada.

None

of the Company’s customers accounted for more than

10%

of its accounts receivable at

June 30, 2017

or

December 31, 2016.  

The Company does

not

require any collateral from its customers.

Revenue Recognition

The Company recognizes revenue on arrangements in accordance with ASC Topic

605,

Revenue Recognition. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability of the resulting receivable is reasonably assured.

The Company’s SaaS revenues are generated from implementation and training fees and a monthly license fee, supplemented by per transaction fees paid by customers for monthly platform usage. The initial term of the customer contract is generally

one

year with

one

of

two

general cancellation policies. Each party

may

cancel the contract within the initial period or after the initial period, with

30

-days’ prior notice. The Company does

not

provide any general right of return for its delivered items. Services associated with the implementation and training fees have standalone value to the Company’s customers, as there are

third

-party vendors who offer similar services to the Company’s services. Accordingly, they qualify as separate units of accounting. The Company allocates a fair value to each element deliverable at the recognition date and recognizes such value when the services are provided. The Company bases the fair value of the implementation and training fees on

third

-party evidence and the monthly license fee on vendor-specific objective evidence. Fees charged by

third

-party vendors for implementation and training services do

not

vary significantly from the fees charged by the Company. Services associated with implementation and training fees are generally rendered within a month from the initial contract date. The value attributed to the monthly license fees as well as the fees associated with monthly transaction-based platform usage are recognized in the corresponding period.

Product Concentration

The Company generates its revenues from software licensing, usage, and related transaction fees.

Fair Value of Financial Instruments

The Company accounts for assets and liabilities measured at fair value on a recurring basis in accordance with ASC Topic

820,

Fair Value Measurements and Disclosures, or ASC

820.

ASC

820

establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. 

ASC

820

defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC

820

requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: 

Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities.
Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

Additional Disclosures Regarding Fair Value Measurements

The carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, lines of credit and loans, approximate their fair value due to the short-term maturity of these items.

 

Advertising

The Company expenses advertising costs as incurred.

	Three months ended				Six months ended
	June 30,				June 30,
	2017		2016		2017		2016
Advertising expense	$	83,728	$	39,351	$	170,755	$	76,677

Income Taxes

Income taxes are accounted for in accordance with the provisions of ASC Topic

740,

Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized, but

no

less than quarterly.

Foreign Currency Translation

The Company’s reporting currency is U.S. Dollars. The functional currency of the Company’s Subsidiary in the United Kingdom is British Pounds. The translation from British Pounds to U.S. dollars is performed for asset and liability accounts using exchange rates in effect at the balance sheet date, equity accounts using historical exchange rates or rates in effect at the balance sheet date, and for revenue and expense accounts using the average exchange rate in effect during the period. The resulting translation adjustments are recorded as a component of Accumulated Other Comprehensive Income (Loss). Foreign currency translation gains and losses arising from exchange rate fluctuation on transactions denominated in a currency other than the functional currency are included in the consolidated statements of operations.

Software Development Costs

Costs incurred in the research and development of software products and significant upgrades and enhancements thereto during the preliminary project stage and the post-implementation operation stage are expensed as incurred. Costs incurred for maintenance and relatively minor upgrades and enhancements are expensed as incurred. Costs associated with the application development stage of new software products and significant upgrades and enhancements thereto are capitalized when

1

) management implicitly or explicitly authorizes and commits to funding a software project and

2

) it is probable that the project will be completed and the software will be used to perform the function intended. The Company capitalized internal-use software development costs of

$891,393

during the

six

-months ended

June 30, 2017.

The Company amortizes such costs once the new software products and significant upgrades and enhancements are completed. The unamortized internal-use software development costs amounted to approximately

$3,360,000

and

$2,784,000

at

June 30, 2017

and

December 31, 2016,

respectively. The Company’s amortization expenses associated with capitalized software development costs amounted to

$181,531

and

$315,103

during the

three

and

six

-month periods ended

June 30, 2017,

respectively, and

$186,219

and

$375,579

during the

three

and

six

-month periods ended

June 30, 2016,

respectively. Amortization of internal-use software is reflected in cost of revenues.

Share-Based Payment

The Company accounts for stock-based compensation in accordance with ASC Topic

718,

Compensation-Stock Compensation, or ASC

718.

Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period.

The Company has elected to use the BSM option-pricing model to estimate the fair value of its options, which incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the fair value of stock option awards. Compensation expense recognized in the statements of operations is based on awards ultimately expected to vest and reflects estimated forfeitures. ASC

718

requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Segment Reporting

The Company generated revenues from

one

source, its SaaS business, during the

three

and

six

-month periods ended

June 30, 2017

and

2016.

The Company's chief operating decision maker evaluates the performance of the Company based upon revenues and expenses by functional areas as disclosed in the Company's statements of operations.

Recent Accounting Pronouncements

In

January 2017,

the FASB issued ASU

2017

-

04,

Intangibles-Goodwill and Other (Topic

350

), which simplifies the goodwill impairment test. The effective date for ASU

2017

-

04

is for fiscal years beginning after

December 15, 2019.

Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after

January 1, 2017.

We are currently evaluating the impact of adopting ASU

2017

-

04

on our unaudited condensed consolidated financial statements.

In

January 2017,

the FASB issued ASU

No.

2017

-

01,

Business Combinations (Topic

805

): Clarifying the Definition of a Business. This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is

not

a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is

not

a business. This new standard will be effective for the Company on

January 1, 2018;

however, early adoption is permitted with prospective application to any business development transaction. We are currently evaluating the impact of adopting ASU

2017

-

01

on our unaudited condensed consolidated financial statements.

The Company applied ASU

2015

-

03:

Interest – Imputation of Interest, which simplifies the presentation of debt issuance costs, and netted debt issue costs previously reported as assets with the related liability for presentation purposes. Other accounting pronouncements have been issued but deemed by management to be outside the scope of relevance to the Company.  

Basic and Diluted Earnings Per Share

Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common and dilutive common share equivalents outstanding during the period. Dilutive common share equivalents consist of shares issuable upon the exercise of stock options and warrants (calculated using the modified-treasury stock method).

	Three months ended						Six months ended
	June 30,						June 30,
	2017			2016			2017			2016
Numerator:
Net loss	$	(616,709	)	$	(333,265	)	$	(671,933	)	$	(916,506	)
Denominator:
Denominator for basic earnings per share--weighted average shares		65,283,042			65,069,327			65,272,723			65,069,327
Effect of dilutive securities- when applicable:
Stock options		-			-			-			-
Warrants		-			-			-			-
Denominator for diluted earnings per share--adjusted weighted-average shares and assumed conversions		65,283,042			65,069,327			65,272,723			65,069,327
Loss per share:
Basic	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)
Diluted	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)
Weighted-average anti-dilutive common share equivalents		16,361,556			18,551,891			16,318,872			18,710,764

 

Property and Equipment

Property and equipment are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives of

three

years. Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments are capitalized

Property and equipment consist of the following at:

	June 30, 2017			December 31, 2016
Internal use software costs	$	5,615,360		$	4,723,968
Computer equipment and software		417,469			387,472
Office furniture and equipment		119,221			119,768
Leasehold improvements		290,248			286,990
		6,442,298			5,518,198
Accumulated depreciation and amortization		(2,969,504	)		(2,585,072	)
	$	3,472,794		$	2,933,126

	Three months ended				Six months ended
	June 30,				June 30,
	2017		2016		2017		2016
Depreciation expense	$	34,075	$	96,749	$	69,530	$	174,062
Amortization expense on internal software	$	181,530	$	186,219	$	315,103	$	375,579

During the

three

and

six

-month periods ended

June 30, 2017,

the Company disposed of approximately

$0

and

$7,500

in computer equipment with a net book value of approximately

$0

and

$1,700

for proceeds of approximately

$0

and

$800,

respectively.

During the

three

and

six

-month periods ended

June 30, 2016,

the Company sold approximately

$2,000

and

$12,000

in computer equipment with a net book value of approximately

$0

and

$5,000

for proceeds of approximately

$1,000

and

$6,000,

respectively.

During the

three

and

six

-month periods ended

June 30, 2016,

the Company wrote off approximately

$280,000

and

$280,000,

in fixed assets with a net book value of approximately

$31,000

and

$31,000,

respectively, which was recorded under the depreciation expense account.

XML

Note 3 - Prepaid Expenses

6 Months Ended

Jun. 30, 2017

Notes to Financial Statements

Other Assets Disclosure [Text Block]

NOTE

3:

PREPAID EXPENSES

 

At

June 30, 2017

and

December 31, 2016,

the Company’s prepaid expenses consisted primarily of prepaid insurance and tradeshow costs.

XML

Note 4 - Deferred Revenues

6 Months Ended

Jun. 30, 2017

Notes to Financial Statements

Deferred Revenue Disclosure [Text Block]

NOTE

4:

DEFERRED REVENUES

The Company’s deferred revenues consist of prepayments made by certain of the Company’s customers and undelivered implementation and training fees.  The Company decreases the deferred revenues by the amount of the services it renders to such clients when provided.

	June 30, 2017		December 31, 2016
Deferred revenues	$	91,217	$	53,450

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Note 5 - Line of Credit and Loans

6 Months Ended

Jun. 30, 2017

Notes to Financial Statements

Debt Disclosure [Text Block]

NOTE

5:

LINE OF CREDIT AND LOANS

Line of Credit

On

September 30, 2014,

the Company entered into an amendment of its line of credit, or the Line of Credit, with Pacific Western Bank, as successor in interest by merger to Square

1

Bank, or the Lender, to borrow up to a maximum of

$6,000,000

at the Company’s discretion, an increase from up to

$3,000,000

that the Company was permitted to borrow under the original Line of Credit entered into on

March 17, 2014.

As of

June 30, 2017

and

December 31, 2016,

the Company had

no

outstanding balance under the Line of Credit and the facility has been cancelled.

Agility Loan 

	June 30, 2017			December 31, 2016
Agility Loan	$	625,000		$	625,000
Amendment, loan modification fee added to balance		100,000			100,000
Principal Payment of Agility Loan		(325,000	)		(175,000	)
Agility Loan, Outstanding balance		400,000			550,000
Less: Deferred financing cost		(19,582	)		(43,133	)
	$	380,418		$	506,867

On

March 11, 2016,

the Company entered into a subordinated loan, or the Agility Loan, with Agility Capital II, LLC, or Agility Capital, which provides for total availability of

$625,000

and was to originally mature, prior to amendment, on

March 31, 2017.

The Agility Loan has a fixed interest rate of

12%

per year and requires

$25,000

monthly amortization payments beginning on

June 1, 2016.

The Agility Loan also requires fees of approximately

$130,000

over the life of the loan, and is subject to a total aggregate minimum interest of

$50,000

in the event of a prepayment. The Agility Loan contains covenants to achieve specified Adjusted EBITDA levels, as defined, limiting capital expenditures, restricting the Company’s ability to pay dividends, purchase and sell assets outside the ordinary course and incur additional indebtedness. As of

June 30, 2017,

the Company was in compliance with these covenants. The Agility Loan requires a security interest in all of the Company’s personal property and intellectual property,

second

in priority to the Lender and to SaaS Capital Funding II, LLC.

In connection with the Agility Loan, on

June 30, 2016,

as a result of outstanding amounts under the Agility Loan, the Company issued to Agility Capital a warrant to purchase up to

69,444

shares of the Company’s Common Stock at an exercise price of

$0.45

per share. This warrant expires on

March 11, 2021.

The fair value of the warrant amounted to

$15,880

and was capitalized as deferred financing costs, of which

$0

and

$3,970,

and

$3,947

and

$3,947,

was expensed during the

three

and

six

-month periods ended

June 30, 2017

and

2016,

respectively.

On

November 29, 2016,

the Company entered into an amendment of the Agility Loan which waived any event of default and the breach of any covenant, representation, warranty, and any other agreement contained in the Agility Loan as a result of the Company entering into a settlement agreement with respect to pending litigation between the Company and a former officer during

November 2016,

or the Settlement Agreement. On the date of the amendment, a loan modification fee in the amount of

$100,000,

fully earned and non-refundable, was added to the outstanding loan balance and shall accrue interest, expensed in the statement of operations. Additionally, the maturity date was extended to

December 31, 2017.

On

November 29, 2016,

the Company issued to Agility Capital a warrant to purchase up to

187,500

shares of the Company’s Common Stock at an exercise price of

$0.40

per share. This warrant expires on

November 29, 2021.

The fair value of the warrant amounted to

$42,427

and was capitalized as deferred financing costs, of which

$9,791

and

$19,582

was expensed during the

three

and

six

-month periods ended

June 30, 2017,

respectively. There was

$0

expensed during the

three

and

six

-month periods ended

June 30, 2016.

The Company owed

$400,000

and

$550,000

under the Agility Loan at

June 30, 2017

and

December 31, 2016,

respectively.

Credit Facility - SaaS Capital Loan 

	June 30, 2017			December 31, 2016
SaaS Capital Loan, Total advances		8,350,000			7,200,000
Principal Payment of SaaS Capital Loan		(1,048,895	)		(143,058	)
SaaS Capital Loan, Outstanding balance		7,301,105			7,056,942
Less: Deferred financing cost		(337,677	)		(429,769	)
Less: SaaS Capital Loan, short term (1)		(2,477,995	)		(2,038,946	)
	$	4,485,433		$	4,588,227

( 1 ) Short-term portion constitutes scheduled amortization payments for the next 12 months which create immediate access to additional borrowing availability equal to the amount of amortization payments

On

May 5, 2016,

the Company entered into a loan and security agreement, or the SaaS Capital Loan, with SaaS Capital Funding II, LLC to borrow up to a maximum of

$8,000,000.

Initial amounts borrowed will accrue interest at the rate of

10.25%

per annum with future amounts borrowed bearing interest at the greater of

10.25%

or

9.21%

plus the

three

-year treasury rate at the time of advance. Accrued interest on amounts borrowed is payable monthly for the

first

six

months and thereafter

36

equal monthly payments of principal and interest is payable. Prepayments will be subject to a

10%,

6%

or

3%

of principal premium if prepaid prior to

12

months, between

12

and

24

months, or between

24

months and maturity, respectively. Advances

may

be requested until

May 5, 2018.

The initial minimum advance amount of

$5,000,000,

on

May 5, 2016,

was used to repay the outstanding Line of Credit balance of

$4,572,223.

A facility fee of

$80,000

was paid by the Company in connection with the initial advance and an additional

$80,000

was paid in

May 2017.

The SaaS Capital Loan contains customary covenants including, but

not

limited to, covenants to achieve specified Adjusted EBITDA levels and revenue renewal levels, limiting capital expenditures and restricting the Company's ability to pay dividends, purchase and sell assets outside the ordinary course and incur additional indebtedness. As of

June 30, 2017,

the Company was in compliance with such covenants. The occurrence of a material adverse change will be an event of default under the SaaS Capital Loan, in addition to other customary events of default. The Company granted SaaS Capital Funding II, LLC a security interest in all of the Company's personal property and intellectual property through the SaaS Capital Loan and the Patent, Trademark and Copyright Security Agreement between the Company and SaaS Capital Funding II, LLC.

On

May 5, 2016,

in connection with the SaaS Capital Loan, the Company issued to SaaS Capital Partners II, LP, an affiliate of SaaS Capital Funding II, LLC, a warrant to purchase up to

1,333,333

shares of the Company's common stock at an exercise price of

$0.45

per share subject to certain adjustments for dividends, splits or reclassifications. The Warrant is exercisable until the earlier of

May 5, 2026,

or the date that is

5

years from the date the Company’s equity securities are

first

listed for trading on NASDAQ. The fair value of the warrant amounted to

$383,128

and was capitalized as deferred financing costs, of which

$31,927

and

$63,854,

and

$20,880

and

$20,880,

was expensed during the

three

and

six

-month periods ended

June 30, 2017

and

2016,

respectively.

On

November 29, 2016,

the Company entered into an amendment of the SaaS Capital Loan to receive consent from SaaS Capital to enter into the Settlement Agreement. The amendment required a loan modification fee of

$120,000,

payable at

$10,000

a month for

one

year, expensed in the statement of operations. In connection with this amendment, the Company agreed to issue SaaS Capital a warrant to purchase up to

200,000

shares of our Common Stock at an exercise price of

$0.36

per share. This warrant expires on

November 29, 2026.

The fair value of the warrant amounted to

$60,185

and was fully expensed at

December 31, 2016.

On

May 10, 2017,

the Company entered into a

second

amendment of the SaaS Capital Loan which adjusts the Minimum Adjusted EBITDA covenant in Schedule

6.17

of the SaaS Capital Loan from

$0

to (

$150,000

) until

August 31, 2017

to give the Company added flexibility in completing its hosting migration to a new platform and to allow for potentially augmented marketing and sales efforts.

On

June 16, 2017,

the Company entered into a

third

amendment of the SaaS Capital Loan with SaaS Capital Funding II, LLC to provide that any advance made within

6

months of the final advance date will be for a

36

month period with interest only payments due from the date of advance until the final advance date.

During the

three

and

six

-month periods ended

June 30, 2017,

the Company borrowed

$650,000

and

$1,150,000

from the SaaS Capital Loan, and made principal payments of

$469,289

and

$905,837,

respectively.

The Company owed

$7,301,105

and

$7,056,942

under the SaaS Capital Loan at

June 30, 2017

and

December 31, 2016,

respectively.

The Company recognized amortization and interest expenses in connection with the line of credit and loans as follows.                       

	Three months ended				Six months ended
	June 30,				June 30,
	2017		2016		2017		2016
Amortization expense associated with line of credit and loan	$	55,837	$	62,432	$	115,644	$	75,798
Interest expense associated with line of credit and loan	$	198,955	$	126,623	$	395,545	$	194,026
Other finance fees associated with line of credit and loan	$	24,125	$	22,200	$	48,250	$	158,355

XML

Note 6 - Stockholders' Deficit

6 Months Ended

Jun. 30, 2017

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

NOTE

6:

STOCKHOLDERS’ DEFICIT

Common Stock

During the

six

-month period ended

June 30, 2017,

the Company issued

1,707,692

shares of its Common Stock pursuant to the cashless exercise of

2,400,000

options. There were

no

exercises of options during the

six

-month period ended

June 30, 2016.

As of

June 30, 2017,

and

December 31, 2016,

there were

65,283,042

and

63,415,254

shares of Common Stock issued and outstanding, respectively.

Restricted Stock

During

2016,

the Company issued

120,000

restricted shares of its Common Stock, at a value of

$0.50

per share, vesting in

4

equal quarterly increments commencing on

July 1, 2016,

to each of its non-employee directors as partial annual compensation for services as a director. As of

December 31, 2016,

these restricted shares were fully issued. The Company recorded expenses of

$30,000

and

$60,000

during the

three

and

six

-month periods ended

June 30, 2017,

respectively. There was

$0

expensed during the

three

and

six

-month periods ended

June 30, 2016.

These restricted shares were fully vested as of

June 30, 2017.

Warrants

During the

six

-month period ended

June 30, 2017,

the Company issued

160,096

shares of its Common Stock pursuant to the cashless exercise of

225,000

warrants. There were

no

exercises of warrants during the

three

and

six

-month periods ended

June 30, 2016.

During the

three

and

six

-month periods ended

June 30, 2017,

no

new warrants were issued and

46,875

warrants expired. 

During the

six

-month period ended

June 30, 2016,

the Company issued

69,444

and

1,333,333

warrants to Agility Capital and SaaS Capital Partners II, LP, respectively, exercisable at a price of

$0.45

per share and which expire on

March 11, 2021

and

May 5, 2026

respectively.  The fair value of these warrants, which amounted to

$15,880

and

$383,128,

respectively, were recognized as deferred financing fees and amortized using the effective interest method over the terms of the associated loan.

During the

six

-month period ended

June 30, 2016,

2,466,760

warrants were forfeited, of which 

1,650,000

warrants were forfeited and replaced with

2,000,000

new warrants issued in conjunction with the forfeiture of

650,000

options issued in

December 2014. 

As of

June 30, 2017,

and

December 31, 2016,

there were

7,719,341

and

7,991,216

warrants issued and outstanding, respectively, with a weighted average price

$0.87

and

$0.64,

respectively.

During the

three

and

six

-month periods ended

June 30, 2017,

the Company recorded expenses of

$125,867

and

$251,734,

respectively, related to warrants granted to employees.

During the

three

and

six

-month periods ended

June 30, 2016,

the Company recorded expenses of

$270,508

and

$554,601,

respectively, related to warrants granted to employees.

Options

The Company generally recognizes its share-based payment over the vesting terms of the underlying options.

	Six-month periods ended June 30,
	2017		2016
Weighted-average grant date fair value	$	-	$	0.50
Fair value of options, recognized as selling, general, and administrative expenses	$	118,823	$	248,783
Number of options granted		-		2,020,000

As of

June 30, 2017

and

December 31, 2016,

there were

10,450,000

and

13,125,000

options, respectively, issued and outstanding with a weighted average price of

$0.43

and

$0.38

respectively.

The total compensation cost related to non-vested awards

not

yet recognized amounted to

$323,867

at

June 30, 2017

and the Company expects that it will be recognized over the following

39

months.

XML

Note 7 - Comprehensive Loss

6 Months Ended

Jun. 30, 2017

Notes to Financial Statements

Comprehensive Income (Loss) Note [Text Block]

NOTE

7:

COMPREHENSIVE LOSS

Comprehensive loss includes changes in equity related to foreign currency translation adjustments. The following table sets forth the reconciliation from net loss to comprehensive loss for the

three

and

six

-month periods ended

June 30, 2017

and

2016:

	Three months ended						Six months ended
	June 30,						June 30,
	2017			2016			2017			2016
Net loss	$	(616,709	)	$	(333,265	)	$	(671,933	)	$	(916,506	)
Other comprehensive income (loss):
Foreign currency translation adjustment		15,177			(22,309	)		19,257			(29,497	)
Comprehensive loss	$	(601,532	)	$	(355,574	)	$	(652,676	)	$	(946,003	)

The following table sets forth the balance in accumulated other comprehensive loss as of

June 30, 2017

and

December 31, 2016,

respectively: 

	June 30,			December 31,
	2017			2016
Accumulated other comprehensive income	$	(58,072	)	$	(77,329	)

XML

Note 8 - Segments

6 Months Ended

Jun. 30, 2017

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

NOTE

8:

SEGMENTS

The Company operates in

one

business segment. Percentages of sales by geographic region for the

three

and 

six

-month periods ended

June 30, 2016

and

2015

were approximately as follows:

	Three months ended		Six months ended
	June 30,		June 30,
	2017	2016	2017	2016
United States	58%	67%	59%	68%
Europe	21%	19%	21%	19%
Other	21%	14%	20%	13%

XML

Note 9 - Commitments and Contingencies

6 Months Ended

Jun. 30, 2017

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

NOTE

9:

COMMITMENTS AND CONTINGENCIES

During

January 2014,

the Company entered into a

4

-year lease for certain office space in Newport Beach, effective

February 1, 2014.

Under the terms of the lease, the Company initially paid monthly base rent of approximately

$22,000

increasing incrementally to approximately

$25,000.

During

October 2016,

the Company amended its original

May 2014

sublease and entered into a

21

month sublease in Newport Beach, effective

June 1, 2016.

The monthly base rent is approximately

$4,100

through the end of the sublease term.

During

July 2014,

the Company entered into a

five

year lease for certain office space in a business center in London, England, which commenced on

July 30, 2014.

The base rent is GBP

89,667

(approximately

$129,000

) per year and the estimated service charges for the lease are GBP

45,658

(approximately

$66,000

) per year. The Company paid approximately GBP

60,000

(approximately

$86,000

) for furniture, cabling and build out of the office space.

Legal Proceedings

From time to time, the Company

may

become involved in legal proceedings arising in the ordinary course of business. The Company is

not

presently a party to any legal proceedings that it currently believes, if determined adversely to the Company, would individually or taken together have a material adverse effect on the Company’s business, operating results, financial condition or cash flows.

On

November 29, 2016,

the Company entered into the Settlement Agreement with Jeff McCollum, or McCollum, to settle pending litigation between the Company and McCollum in the Superior Court of the State of California related to McCollum’s termination as an executive officer of the Company on

September 8, 2014.

In connection with the Settlement Agreement, McCollum surrendered to the Company a stock certificate representing

1,890,000

shares of the Company’s Common Stock, or the Shares, and for dismissal with prejudice of the cross-complaint and action against the Company brought by McCollum. The Company agreed to pay McCollum a total of

$2,700,000.

$1,000,000

of this total has already been paid as of

January 18, 2017,

of which the Company’s insurance carrier contributed

$500,000.

The remaining

$1,700,000

will be paid in

48

equal monthly installments starting on

July 1, 2017.

The Company previously cancelled McCollum’s options to purchase up to

6,600,000

shares of the Company’s Common Stock at exercise prices of

$0.15

or

$0.31

per share. The Company cancelled the

1,890,000

Shares and thereafter the Company’s issued and outstanding common stock decreased by approximately

3%.

During

2016,

the Company recorded a loss on legal settlement of

$2,200,000,

net of the reimbursement of

$500,000,

which the Company received from its insurance carrier in

December 2016.

The outstanding settlement balance amounted to

$1,700,000

as of

June 30, 2017

pursuant to the Settlement Agreement, of which

$425,000

has been classified as accounts payable and accrued expenses and

$1,275,000

as other long-term liabilities, in the accompanying condensed consolidated balance sheet.

XML

Note 10 - Subsequent Events

6 Months Ended

Jun. 30, 2017

Notes to Financial Statements

Subsequent Events [Text Block]

NOTE

10:

SUBSEQUENT EVENTS

  

On

July 1, 2017,

the Company granted to each of its non-employee directors, as partial annual compensation for services as a director, a restricted stock award consisting of

120,000

shares of the Company’s Common Stock.  These shares vest in

four

equal quarterly increments commencing on

July 1, 2017.

Effective

August 1, 2017,

the Company entered into a

three

year agreement with its major web hosting provider with an annual commitment of

$5,000,000.

XML

Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2017

Accounting Policies [Abstract]

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reported period. Actual results will differ from those estimates. Included in these estimates are assumptions about collection of accounts receivable, useful life of fixed assets and intangible assets, and assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of

three

months or less when purchased, to be cash equivalents. The Company has restricted cash as a result of its corporate card program through its bank. The bank requires a collateral which is placed in a money market account and can be increased or decreased at any time at the discretion of the Company. The Company’s restricted cash amounted to

$50,000

at

June 30, 2017.

Receivables, Policy [Policy Text Block]

Accounts Receivable

The Company’s accounts receivable are due primarily from advertisers and marketers. Collateral is currently

not

required. The Company also maintains allowances for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make payments. The Company periodically reviews these estimated allowances, including an analysis of the customers’ payment history and creditworthiness, the age of the trade receivable balances and current economic conditions that

may

affect a customer’s ability to make payments as well as historical collection trends for its customers as a whole. Based on this review, the Company specifically reserves for those accounts deemed uncollectible or likely to become uncollectible. When receivables are determined to be uncollectible, principal amounts of such receivables outstanding are deducted from the allowance. 

	June 30, 2017		December 31, 2016
Allowance for doubtful accounts	$	366,746	$	349,535

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentration of Credit Risks

The Company is subject to concentrations of credit risk primarily from cash and cash equivalents and accounts receivable.

The Company’s cash and cash equivalents accounts are held at a financial institution and are insured by the Federal Deposit Insurance Corporation, or the FDIC, up to

$250,000.

During the

six

-month period ended

June 30, 2017,

the Company has reached bank balances exceeding the FDIC insurance limit. To reduce its risk associated with the failure of such financial institutions, the Company periodically evaluates the credit quality of the financial institution in which it holds deposits.

The Company's accounts receivable are due from customers, generally located in the United States, Europe, Asia, and Canada.

None

of the Company’s customers accounted for more than

10%

of its accounts receivable at

June 30, 2017

or

December 31, 2016.  

The Company does

not

require any collateral from its customers.

Revenue Recognition, Policy [Policy Text Block]

Revenue Recognition

The Company recognizes revenue on arrangements in accordance with ASC Topic

605,

Revenue Recognition. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability of the resulting receivable is reasonably assured.

The Company’s SaaS revenues are generated from implementation and training fees and a monthly license fee, supplemented by per transaction fees paid by customers for monthly platform usage. The initial term of the customer contract is generally

one

year with

one

of

two

general cancellation policies. Each party

may

cancel the contract within the initial period or after the initial period, with

30

-days’ prior notice. The Company does

not

provide any general right of return for its delivered items. Services associated with the implementation and training fees have standalone value to the Company’s customers, as there are

third

-party vendors who offer similar services to the Company’s services. Accordingly, they qualify as separate units of accounting. The Company allocates a fair value to each element deliverable at the recognition date and recognizes such value when the services are provided. The Company bases the fair value of the implementation and training fees on

third

-party evidence and the monthly license fee on vendor-specific objective evidence. Fees charged by

third

-party vendors for implementation and training services do

not

vary significantly from the fees charged by the Company. Services associated with implementation and training fees are generally rendered within a month from the initial contract date. The value attributed to the monthly license fees as well as the fees associated with monthly transaction-based platform usage are recognized in the corresponding period.

Product Concentration Policy [Policy Text Block]

Product Concentration

The Company generates its revenues from software licensing, usage, and related transaction fees.

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair Value of Financial Instruments

The Company accounts for assets and liabilities measured at fair value on a recurring basis in accordance with ASC Topic

820,

Fair Value Measurements and Disclosures, or ASC

820.

ASC

820

establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. 

ASC

820

defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC

820

requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: 

Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities.
Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

Additional Disclosures Regarding Fair Value Measurements

The carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, lines of credit and loans, approximate their fair value due to the short-term maturity of these items.

Advertising Cost, Policy, Expensed Advertising Cost [Policy Text Block]

Advertising

The Company expenses advertising costs as incurred.

	Three months ended				Six months ended
	June 30,				June 30,
	2017		2016		2017		2016
Advertising expense	$	83,728	$	39,351	$	170,755	$	76,677

Income Tax, Policy [Policy Text Block]

Income Taxes

Income taxes are accounted for in accordance with the provisions of ASC Topic

740,

Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized, but

no

less than quarterly.

Foreign Currency Transactions and Translations Policy [Policy Text Block]

Foreign Currency Translation

The Company’s reporting currency is U.S. Dollars. The functional currency of the Company’s Subsidiary in the United Kingdom is British Pounds. The translation from British Pounds to U.S. dollars is performed for asset and liability accounts using exchange rates in effect at the balance sheet date, equity accounts using historical exchange rates or rates in effect at the balance sheet date, and for revenue and expense accounts using the average exchange rate in effect during the period. The resulting translation adjustments are recorded as a component of Accumulated Other Comprehensive Income (Loss). Foreign currency translation gains and losses arising from exchange rate fluctuation on transactions denominated in a currency other than the functional currency are included in the consolidated statements of operations.

Research, Development, and Computer Software, Policy [Policy Text Block]

Software Development Costs

Costs incurred in the research and development of software products and significant upgrades and enhancements thereto during the preliminary project stage and the post-implementation operation stage are expensed as incurred. Costs incurred for maintenance and relatively minor upgrades and enhancements are expensed as incurred. Costs associated with the application development stage of new software products and significant upgrades and enhancements thereto are capitalized when

1

) management implicitly or explicitly authorizes and commits to funding a software project and

2

) it is probable that the project will be completed and the software will be used to perform the function intended. The Company capitalized internal-use software development costs of

$891,393

during the

six

-months ended

June 30, 2017.

The Company amortizes such costs once the new software products and significant upgrades and enhancements are completed. The unamortized internal-use software development costs amounted to approximately

$3,360,000

and

$2,784,000

at

June 30, 2017

and

December 31, 2016,

respectively. The Company’s amortization expenses associated with capitalized software development costs amounted to

$181,531

and

$315,103

during the

three

and

six

-month periods ended

June 30, 2017,

respectively, and

$186,219

and

$375,579

during the

three

and

six

-month periods ended

June 30, 2016,

respectively. Amortization of internal-use software is reflected in cost of revenues.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Share-Based Payment

The Company accounts for stock-based compensation in accordance with ASC Topic

718,

Compensation-Stock Compensation, or ASC

718.

Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period.

The Company has elected to use the BSM option-pricing model to estimate the fair value of its options, which incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the fair value of stock option awards. Compensation expense recognized in the statements of operations is based on awards ultimately expected to vest and reflects estimated forfeitures. ASC

718

requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Segment Reporting, Policy [Policy Text Block]

Segment Reporting

The Company generated revenues from

one

source, its SaaS business, during the

three

and

six

-month periods ended

June 30, 2017

and

2016.

The Company's chief operating decision maker evaluates the performance of the Company based upon revenues and expenses by functional areas as disclosed in the Company's statements of operations.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

In

January 2017,

the FASB issued ASU

2017

-

04,

Intangibles-Goodwill and Other (Topic

350

), which simplifies the goodwill impairment test. The effective date for ASU

2017

-

04

is for fiscal years beginning after

December 15, 2019.

Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after

January 1, 2017.

We are currently evaluating the impact of adopting ASU

2017

-

04

on our unaudited condensed consolidated financial statements.

In

January 2017,

the FASB issued ASU

No.

2017

-

01,

Business Combinations (Topic

805

): Clarifying the Definition of a Business. This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is

not

a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is

not

a business. This new standard will be effective for the Company on

January 1, 2018;

however, early adoption is permitted with prospective application to any business development transaction. We are currently evaluating the impact of adopting ASU

2017

-

01

on our unaudited condensed consolidated financial statements.

The Company applied ASU

2015

-

03:

Interest – Imputation of Interest, which simplifies the presentation of debt issuance costs, and netted debt issue costs previously reported as assets with the related liability for presentation purposes. Other accounting pronouncements have been issued but deemed by management to be outside the scope of relevance to the Company.  

Earnings Per Share, Policy [Policy Text Block]

Basic and Diluted Earnings Per Share

Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common and dilutive common share equivalents outstanding during the period. Dilutive common share equivalents consist of shares issuable upon the exercise of stock options and warrants (calculated using the modified-treasury stock method).

	Three months ended						Six months ended
	June 30,						June 30,
	2017			2016			2017			2016
Numerator:
Net loss	$	(616,709	)	$	(333,265	)	$	(671,933	)	$	(916,506	)
Denominator:
Denominator for basic earnings per share--weighted average shares		65,283,042			65,069,327			65,272,723			65,069,327
Effect of dilutive securities- when applicable:
Stock options		-			-			-			-
Warrants		-			-			-			-
Denominator for diluted earnings per share--adjusted weighted-average shares and assumed conversions		65,283,042			65,069,327			65,272,723			65,069,327
Loss per share:
Basic	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)
Diluted	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)
Weighted-average anti-dilutive common share equivalents		16,361,556			18,551,891			16,318,872			18,710,764

Property, Plant and Equipment, Policy [Policy Text Block]

Property and Equipment

Property and equipment are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives of

three

years. Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments are capitalized

Property and equipment consist of the following at:

	June 30, 2017			December 31, 2016
Internal use software costs	$	5,615,360		$	4,723,968
Computer equipment and software		417,469			387,472
Office furniture and equipment		119,221			119,768
Leasehold improvements		290,248			286,990
		6,442,298			5,518,198
Accumulated depreciation and amortization		(2,969,504	)		(2,585,072	)
	$	3,472,794		$	2,933,126

	Three months ended				Six months ended
	June 30,				June 30,
	2017		2016		2017		2016
Depreciation expense	$	34,075	$	96,749	$	69,530	$	174,062
Amortization expense on internal software	$	181,530	$	186,219	$	315,103	$	375,579

During the

three

and

six

-month periods ended

June 30, 2017,

the Company disposed of approximately

$0

and

$7,500

in computer equipment with a net book value of approximately

$0

and

$1,700

for proceeds of approximately

$0

and

$800,

respectively.

During the

three

and

six

-month periods ended

June 30, 2016,

the Company sold approximately

$2,000

and

$12,000

in computer equipment with a net book value of approximately

$0

and

$5,000

for proceeds of approximately

$1,000

and

$6,000,

respectively.

During the

three

and

six

-month periods ended

June 30, 2016,

the Company wrote off approximately

$280,000

and

$280,000,

in fixed assets with a net book value of approximately

$31,000

and

$31,000,

respectively, which was recorded under the depreciation expense account.

XML

Note 2 - Summary Of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2017

Notes Tables

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

	June 30, 2017		December 31, 2016
Allowance for doubtful accounts	$	366,746	$	349,535

Schedule of Advertising Expense [Table Text Block]

	Three months ended				Six months ended
	June 30,				June 30,
	2017		2016		2017		2016
Advertising expense	$	83,728	$	39,351	$	170,755	$	76,677

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	Three months ended						Six months ended
	June 30,						June 30,
	2017			2016			2017			2016
Numerator:
Net loss	$	(616,709	)	$	(333,265	)	$	(671,933	)	$	(916,506	)
Denominator:
Denominator for basic earnings per share--weighted average shares		65,283,042			65,069,327			65,272,723			65,069,327
Effect of dilutive securities- when applicable:
Stock options		-			-			-			-
Warrants		-			-			-			-
Denominator for diluted earnings per share--adjusted weighted-average shares and assumed conversions		65,283,042			65,069,327			65,272,723			65,069,327
Loss per share:
Basic	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)
Diluted	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)
Weighted-average anti-dilutive common share equivalents		16,361,556			18,551,891			16,318,872			18,710,764

Property, Plant and Equipment [Table Text Block]

	June 30, 2017			December 31, 2016
Internal use software costs	$	5,615,360		$	4,723,968
Computer equipment and software		417,469			387,472
Office furniture and equipment		119,221			119,768
Leasehold improvements		290,248			286,990
		6,442,298			5,518,198
Accumulated depreciation and amortization		(2,969,504	)		(2,585,072	)
	$	3,472,794		$	2,933,126

Depreciation Expense [Member]

Notes Tables

Property, Plant and Equipment [Table Text Block]

	Three months ended				Six months ended
	June 30,				June 30,
	2017		2016		2017		2016
Depreciation expense	$	34,075	$	96,749	$	69,530	$	174,062
Amortization expense on internal software	$	181,530	$	186,219	$	315,103	$	375,579

XML

Note 4 - Deferred Revenues (Tables)

6 Months Ended

Jun. 30, 2017

Notes Tables

Deferred Revenue, by Arrangement, Disclosure [Table Text Block]

	June 30, 2017		December 31, 2016
Deferred revenues	$	91,217	$	53,450

XML

Note 5 - Line of Credit and Loans (Tables)

6 Months Ended

Jun. 30, 2017

Notes Tables

Schedule of Debt [Table Text Block]

	June 30, 2017			December 31, 2016
Agility Loan	$	625,000		$	625,000
Amendment, loan modification fee added to balance		100,000			100,000
Principal Payment of Agility Loan		(325,000	)		(175,000	)
Agility Loan, Outstanding balance		400,000			550,000
Less: Deferred financing cost		(19,582	)		(43,133	)
	$	380,418		$	506,867

	June 30, 2017			December 31, 2016
SaaS Capital Loan, Total advances		8,350,000			7,200,000
Principal Payment of SaaS Capital Loan		(1,048,895	)		(143,058	)
SaaS Capital Loan, Outstanding balance		7,301,105			7,056,942
Less: Deferred financing cost		(337,677	)		(429,769	)
Less: SaaS Capital Loan, short term (1)		(2,477,995	)		(2,038,946	)
	$	4,485,433		$	4,588,227

Schedule of Interest and Amortization Expense Line of Credit [Table Text Block]

	Three months ended				Six months ended
	June 30,				June 30,
	2017		2016		2017		2016
Amortization expense associated with line of credit and loan	$	55,837	$	62,432	$	115,644	$	75,798
Interest expense associated with line of credit and loan	$	198,955	$	126,623	$	395,545	$	194,026
Other finance fees associated with line of credit and loan	$	24,125	$	22,200	$	48,250	$	158,355

XML

Note 6 - Stockholders' Deficit (Tables)

6 Months Ended

Jun. 30, 2017

Notes Tables

Share-based Compensation, Activity [Table Text Block]

	Six-month periods ended June 30,
	2017		2016
Weighted-average grant date fair value	$	-	$	0.50
Fair value of options, recognized as selling, general, and administrative expenses	$	118,823	$	248,783
Number of options granted		-		2,020,000

XML

Note 7 - Comprehensive Loss (Tables)

6 Months Ended

Jun. 30, 2017

Notes Tables

Comprehensive Income (Loss) [Table Text Block]

	Three months ended						Six months ended
	June 30,						June 30,
	2017			2016			2017			2016
Net loss	$	(616,709	)	$	(333,265	)	$	(671,933	)	$	(916,506	)
Other comprehensive income (loss):
Foreign currency translation adjustment		15,177			(22,309	)		19,257			(29,497	)
Comprehensive loss	$	(601,532	)	$	(355,574	)	$	(652,676	)	$	(946,003	)

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

	June 30,			December 31,
	2017			2016
Accumulated other comprehensive income	$	(58,072	)	$	(77,329	)

XML

Note 8 - Segments (Tables)

6 Months Ended

Jun. 30, 2017

Notes Tables

Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block]

	Three months ended		Six months ended
	June 30,		June 30,
	2017	2016	2017	2016
United States	58%	67%	59%	68%
Europe	21%	19%	21%	19%
Other	21%	14%	20%	13%

XML

Note 2 - Summary Of Significant Accounting Policies (Details Textual)	3 Months Ended		6 Months Ended
	Jun. 30, 2017 USD ($)	Jun. 30, 2016 USD ($)	Jun. 30, 2017 USD ($)	Jun. 30, 2016 USD ($)	Dec. 31, 2016 USD ($)
Restricted Cash and Cash Equivalents, Current	$ 50,000		$ 50,000		$ 50,000
Cash, FDIC Insured Amount	250,000		250,000
Payments to Develop Software			891,393	$ 1,030,456
Capitalized Computer Software, Net	3,360,000		3,360,000		$ 2,784,000
Amortization of Intangible Assets	$ 181,531	$ 186,219	315,103	375,579
Proceeds from Sale of Productive Assets			$ 795	$ 5,642
Number of Reportable Segments	1	1	1	1
Fixed Assets [Member]
Impairment of Long-Lived Assets Held-for-use		$ 280,000		$ 280,000
Property, Equipment and Equipment, Net, Disposals		31,000		31,000
Computer Equipment [Member]
Proceeds from Sale of Productive Assets	$ 0	1,000	$ 800	6,000
Property, Equipment and Equipment, Net, Disposals	0	0	1,700	5,000
Property, Plant and Equipment, Disposals	$ 0	$ 2,000	$ 7,500	$ 12,000
Estimated [Member]
Property, Plant and Equipment, Useful Life			3 years

XML

Note 2 - Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Allowance for doubtful accounts	$ 366,746	$ 349,535

XML

Note 2 - Summary of Significant Accounting Policies - Advertising Costs (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Advertising expense	$ 83,728	$ 39,351	$ 170,755	$ 76,677

XML

Note 2 - Summary of Significant Accounting Policies - Basic and Diluted Earnings Per Share (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Numerator:
Net loss	$ (616,709)	$ (333,265)	$ (671,933)	$ (916,506)
Denominator:
Denominator for basic earnings per share--weighted average shares (in shares)	65,283,042	65,069,327	65,272,723	65,069,327
Effect of dilutive securities- when applicable:
Denominator for diluted earnings per share--adjusted weighted-average shares and assumed conversions (in shares)	65,283,042	65,069,327	65,272,723	65,069,327
Basic (in dollars per share)	$ (0.01)	$ (0.01)	$ (0.01)	$ (0.01)
Diluted (in dollars per share)	$ (0.01)	$ (0.01)	$ (0.01)	$ (0.01)
Weighted-average anti-dilutive common share equivalents (in shares)	16,361,556	18,551,891	16,318,872	18,710,764
Employee Stock Option [Member]
Effect of dilutive securities- when applicable:
Effect of dilutive securities
Warrant [Member]
Effect of dilutive securities- when applicable:
Effect of dilutive securities

XML

Note 2 - Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Property, plant, and equipment, gross	$ 6,442,298	$ 5,518,198
Accumulated depreciation and amortization	(2,969,504)	(2,585,072)
	3,472,794	2,933,126
Software Development [Member]
Property, plant, and equipment, gross	5,615,360	4,723,968
Computer Equipment [Member]
Property, plant, and equipment, gross	417,469	387,472
Furniture and Fixtures [Member]
Property, plant, and equipment, gross	119,221	119,768
Leasehold Improvements [Member]
Property, plant, and equipment, gross	$ 290,248	$ 286,990

XML

Note 2 - Summary of Significant Accounting Policies - Property and Equipment, Depreciation Expense (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Depreciation expense	$ 34,075	$ 96,749	$ 69,530	$ 174,062
Amortization expense on internal software	$ 181,531	$ 186,219	$ 315,103	$ 375,579

XML

Note 4 - Deferred Revenues - Deferred Revenues (Details) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Deferred revenues	$ 91,217	$ 53,450

XML

Note 5 - Line of Credit and Loans (Details Textual) - USD ($)					3 Months Ended		6 Months Ended
	May 10, 2017	Nov. 29, 2016	May 05, 2016	Mar. 11, 2016	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	May 05, 2017	Dec. 31, 2016	Sep. 30, 2014	Mar. 17, 2014
Proceeds from Lines of Credit							$ 1,150,000	$ 1,803,105
Repayments of Lines of Credit							1,030,837	87,777
Line of Credit Facility, Maximum Borrowing Capacity											$ 6,000,000	$ 3,000,000
Amortization of Debt Discount (Premium)					$ 55,837	$ 62,432	115,644	75,798
Agility Loan Warrants [Member]
Long-term Debt					400,000		400,000			$ 550,000
Amortization of Debt Discount (Premium)					0	$ 3,947	3,970	$ 3,947
Debt Instrument, Fee Amount Included in Principal Balance		$ 100,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		187,500				69,444		69,444
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 0.40				$ 0.45		$ 0.45
Warrants and Rights Outstanding		$ 42,427				$ 15,880		$ 15,880
Agility Loan Warrants 2 [Member]
Amortization of Debt Discount (Premium)					9,791	$ 0	19,582	$ 0
SaaS Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			1,333,333
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 0.45			$ 0.45		$ 0.45
Subordinated Debt [Member]
Long-term Debt					380,418		380,418			506,867
Debt Instrument, Fee Amount Included in Principal Balance					100,000		100,000			100,000
Debt Instrument, Face Amount				$ 625,000	625,000		625,000			625,000
Debt Instrument, Interest Rate, Stated Percentage				12.00%
Debt Instrument, Periodic Payment, Monthly Amortization				$ 25,000
Debt Instrument, Aggregate Fees to Be Paid				130,000
Debt Instrument, Minimum Aggregate Interest in the Event of Prepayment				$ 50,000
Line of Credit [Member]
Long-term Line of Credit					0		0			0
SaaS Captial Loan [Member]
Proceeds from Lines of Credit					650,000		1,150,000
Repayments of Lines of Credit					469,289		905,837
Long-term Debt					7,301,105		7,301,105			7,056,942
Line of Credit Facility, Maximum Borrowing Capacity			$ 8,000,000
Amortization of Debt Discount (Premium)					$ 31,927	$ 20,880	63,854	$ 20,880
Debt Instrument, Interest Rate, Stated Percentage			10.25%
Debt Instrument, Reference Rate			9.21%
Prepayment Fee, Percentage Period One			10.00%
Prepayment Fee, Percentage, Period Two			6.00%
Prepayment Fee, Percentage, Period Three			3.00%
Proceeds from Long-term Lines of Credit			$ 5,000,000
Repayments of Long-term Lines of Credit			4,572,223
Line of Credit Facility, Commitment Fee Amount			80,000
Line of Credit Facility, Additional Commitment Fee Amount									$ 80,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		200,000
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 0.36
Warrants and Rights Outstanding			$ 383,128							$ 60,185
Debt Instrument, Minimum Adjusted EBITDA	$ 150,000						$ 0
SaaS Captial Loan [Member] | Loan Modification [Member]
Debt Instrument, Fee Amount		$ 120,000
Debt Instrument, Periodic Payment		$ 10,000

XML

Note 5 - Line of Credit and Loans - Line of Credit and Loans (Details) - USD ($)		6 Months Ended	12 Months Ended
		Jun. 30, 2017	Dec. 31, 2016	Mar. 11, 2016
Subordinated Debt [Member]
Amendment, loan modification fee added to balance		$ 100,000	$ 100,000
Principal Payment		(325,000)	(175,000)
Debt Instrument, Carrying Amount		400,000	550,000
Less: Deferred financing cost		(19,582)	(43,133)
Long-term Debt		380,418	506,867
Debt Instrument, Face Amount		625,000	625,000	$ 625,000
SaaS Captial Loan [Member]
Principal Payment		(1,048,895)	(143,058)
Debt Instrument, Carrying Amount		7,301,105	7,056,942
Less: Deferred financing cost		(337,677)	(429,769)
Less: SaaS Capital Loan, short term (1)	[1]	(2,477,995)	(2,038,946)
Long-term Debt		4,485,433	4,588,227
Debt Instrument, Face Amount		$ 8,350,000	$ 7,200,000

[1] Short-term portion constitutes scheduled amortization payments for the next 12 months which create immediate access to additional borrowing availability equal to the amount of amortization payments

XML

Note 5 - Line of Credit and Loan - Estimated Future Amortization Expense (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Amortization expense associated with line of credit and loan	$ 55,837	$ 62,432	$ 115,644	$ 75,798
Interest expense associated with line of credit and loan	198,955	126,623	395,545	194,026
Other finance fees associated with line of credit and loan	$ 24,125	$ 22,200	$ 48,250	$ 158,355

XML

Note 6 - Stockholders' Deficit (Details Textual)		3 Months Ended		6 Months Ended		12 Months Ended
	Jul. 01, 2017 shares	Jun. 30, 2017 USD ($) $ / shares shares	Jun. 30, 2016 USD ($) $ / shares shares	Jun. 30, 2017 USD ($) $ / shares shares	Jun. 30, 2016 USD ($) $ / shares shares	Dec. 31, 2016 $ / shares shares	Nov. 29, 2016 $ / shares	May 05, 2016 $ / shares	Mar. 31, 2016 shares
Stock Issued During Period Shares Stock Options Exercised Noncash				1,707,692
Cashless Exercise Of Options				2,400,000
Fair Value of Warrants Issued in Connection with Line of Credit | $					$ 391,618
Common Stock, Shares, Issued		65,283,042		65,283,042		63,415,254			63,415,254
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period	120,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number		10,450,000		10,450,000		13,125,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares		$ 0.43		$ 0.43		$ 0.38
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $		$ 323,867		$ 323,867
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition				3 years 90 days
Allocated Share-based Compensation Expense | $		$ 125,867	$ 270,508	$ 251,734	$ 554,601
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised					0
December 2014 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period					650,000
Agility Loan Warrants [Member]
Class of Warrant or Right, Issued During Period					69,444
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares			$ 0.45		$ 0.45		$ 0.40
Fair Value of Warrants Issued in Connection with Line of Credit | $					$ 15,880
SaaS Warrants [Member]
Class of Warrant or Right, Issued During Period					1,333,333
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares			$ 0.45		$ 0.45			$ 0.45
Fair Value of Warrants Issued in Connection with Line of Credit | $					$ 383,128
Warrant [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Expirations		46,875		46,875
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period					2,466,760
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period		0		0
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number		7,719,341		7,719,341		7,991,216
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ / shares		$ 0.87		$ 0.87		$ 0.64
Stock Issued During Period Shares Warrants Exercised Noncash				160,096
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised			0	225,000	0
Restricted Stock [Member] | Non-employee Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period						120,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares						$ 0.50
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Vesting, Number of Equal Quarterly Increments						4
Allocated Share-based Compensation Expense | $		$ 30,000	$ 0	$ 60,000	$ 0
Warrants Forfeited and Replaced with New Warrants in Conjunction with Forfeiture of Options [Member] | Warrant [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period					1,650,000
Warrants Issued to Replace Forfeited Warrants and Options [Member] | Warrant [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period					2,000,000

XML

Note 6 - Stockholders' Equity - Additional Stock Option Information (Details) - USD ($)	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Weighted-average grant date fair value (in dollars per share)		$ 0.50
Number of options granted (in shares)		2,020,000
Selling, General and Administrative Expenses [Member]
Fair value of options, recognized as selling, general, and administrative expenses	$ 118,823	$ 248,783

XML

Note 7 - Comprehensive Loss - Reconciliation From Net Loss to Comprehensive Income (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Net loss	$ (616,709)	$ (333,265)	$ (671,933)	$ (916,506)
Other comprehensive income (loss):
Foreign currency translation adjustment	15,177	(22,309)	19,257	(29,497)
Comprehensive loss	$ (601,532)	$ (355,574)	$ (652,676)	$ (946,003)

XML

Note 7 - Comprehensive Loss - Accumulated Other Comprehensive Loss (Details) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Accumulated other comprehensive income	$ (58,072)	$ (77,329)

XML

Note 8 - Segments (Details Textual)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Number of Reportable Segments	1	1	1	1

XML

Note 8 - Segments - Sales by Geographic Region (Details) - Sales Revenue, Segment [Member] - Geographic Concentration Risk [Member]	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
UNITED STATES
Percentage of sales	58.00%	67.00%	59.00%	68.00%
Europe [Member]
Percentage of sales	21.00%	19.00%	21.00%	19.00%
Other [Member]
Percentage of sales	21.00%	14.00%	20.00%	13.00%

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Note 9 - Commitments and Contingencies (Details Textual)		1 Months Ended					6 Months Ended		12 Months Ended
	Nov. 29, 2016 USD ($) $ / shares shares	Oct. 31, 2016 USD ($)	Jul. 31, 2014 USD ($)	Jul. 31, 2014 GBP (£)	Jul. 30, 2014	Jan. 31, 2014 USD ($)	Jun. 30, 2017 USD ($)	Jun. 30, 2016 USD ($)	Dec. 31, 2016 USD ($)
Common Stock Issued and Outstanding Percentage Decrease	3.00%
Gain (Loss) Related to Litigation Settlement									$ 2,200,000
Payments to Acquire Property, Plant, and Equipment							$ 32,980	$ 7,585
Estimated Litigation Liability							1,700,000
Accounts Payable and Accrued Liabilities [Member]
Estimated Litigation Liability							425,000
Other Noncurrent Liabilities [Member]
Estimated Litigation Liability							$ 1,275,000
Executive Officer [Member]
Stock Cancelled During Period, Shares | shares	1,890,000
Litigation Settlement, Amount Awarded to Other Party	$ 2,700,000
Payments for Legal Settlements	1,000,000
Payments for Legal Settlements by Insurance Carrier	500,000
Estimated Litigation Liability	$ 1,700,000
Payments For Legal Settlements, Installment Terms	48
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | shares	6,600,000
Minimum [Member] | Executive Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ / shares	$ 0.15
Maximum [Member] | Executive Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ / shares	$ 0.31
Office Space In Newport Beach California [Member]
Lessee, Operating Lease, Term of Contract						4 years
Office Space In Newport Beach California [Member] | Minimum [Member]
Operating Lease Monthly Rent						$ 22,000
Office Space In Newport Beach California [Member] | Maximum [Member]
Operating Lease Monthly Rent						$ 25,000
Sublease in Newport Beach [Member]
Lessor, Operating Lease, Term of Contract		1 year 270 days
Lessee, Operating Lease, Term of Contract					5 years
Operating Lease Monthly Rent		$ 4,100
Office Space in London England [Member]
Operating Lease Monthly Rent			$ 129,000	£ 89,667
Operating Lease Service Charges			66,000	45,658
Office Space in London England [Member] | Leasehold Improvements [Member]
Payments to Acquire Property, Plant, and Equipment			$ 86,000	£ 60,000

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Note 10 - Subsequent Events (Details Textual) - USD ($)			12 Months Ended
	Aug. 01, 2017	Jul. 01, 2017	Dec. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period		120,000
Restricted Stock [Member] | Non-employee Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period			120,000
Subsequent Event [Member] | Restricted Stock [Member] | Non-employee Directors [Member] | Share-based Compensation Award, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period		90 days
Subsequent Event [Member] | Restricted Stock [Member] | Non-employee Directors [Member] | Share-based Compensation Award, Tranche Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period		90 days
Subsequent Event [Member] | Restricted Stock [Member] | Non-employee Directors [Member] | Share-based Compensation Award, Tranche Three [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period		90 days
Subsequent Event [Member] | Restricted Stock [Member] | Non-employee Directors [Member] | Share-based Compensation Award, Tranche Four [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period		90 days
Subsequent Event [Member] | Agreement with Web Hosting Provider [Member]
Long-term Purchase Commitment, Period	3 years
Long-term Purchase Commitment, Annual Payment	$ 5,000,000