10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(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, 2018

OR

[  ] Transition Report UNDER Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ______________ to ______________

Commission file number 001-37564

BOXLIGHT CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	8211	46-4116523
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification Number)

1045 Progress Circle

Lawrenceville, Georgia 30043

Phone: (678) 367-0809

(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)

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 website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T 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 a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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	[  ]	Smaller reporting company	[X]
		Emerging growth company	[X]

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 to Section 7(a)(2)(B) of the Securities Act. [  ]

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

The number of shares outstanding of the registrant’s common stock on August 10, 2018 was 10,057,056.

Explanatory Note

The purpose of this Amendment No. 1 to the registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2018, filed with the Securities and Exchange Commission on August 16, 2018 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q. Exhibit 101 provides the financial statements and related notes from the Form 10-Q formatted in XBRL (Extensible Business Reporting Language).

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-Q.

Item 6. Exhibits

The following exhibits are filed or furnished with this report:

Exhibit No.	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BOXLIGHT CORPORATION
August 22, 2018	By:	/s/ JAMES MARK ELLIOTT
		James Mark Elliott
		Chief Executive Officer

August 22, 2018	By:	/s/ TAKESHA BROWN
		Takesha Brown
		Chief Financial Officer (Principal Financial and Accounting Officer)

EX-31.1

Exhibit 31.1

CERTIFICATION

I, James Mark Elliott, certify that:

1. I have reviewed this quarterly Report on Form 10-Q/A Pursuant to Rule 15d-2 under the Securities Exchange Act of 1934 for the period ended June 30, 2018 of Boxlight Corporation (the “registrant”);

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 periods presented in this report;

4. The registrant’s other certifying officer 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; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the 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 control 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 22, 2018	/s/ James Mark Elliott
	James Mark Elliott
	Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Takesha Brown, certify that:

1. I have reviewed this quarterly Report on Form 10-Q/A Pursuant to Rule 15d-2 under the Securities Exchange Act of 1934 for the period ended June 30, 2018 of Boxlight Corporation (the “registrant”);

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 periods presented in this report;

4. The registrant’s other certifying officer 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; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the 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 control 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 22, 2018	/s/ Takesha Brown
	Takesha Brown
	Chief Financial Officer (Principal Financial and Accounting 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 of Boxlight Corporation (the “Company”) on Form 10-Q/A pursuant to Rule 15d-2 Under the Securities Exchange Act of 1934 for the period ending June 30, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James Mark Elliott, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(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 22, 2018

/s/ James Mark Elliott

James Mark Elliott

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 of Boxlight Corporation (the “Company”) on Form 10-Q/A pursuant to Rule 15d-2 Under the Securities Exchange Act of 1934 for the period ending June 30, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Takesha Brown, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(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 22, 2018

/s/ Takesha Brown

Takesha Brown

Chief Financial Officer

(Principal Financial and Accounting Officer)

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Aug. 10, 2018
Document And Entity Information
Entity Registrant Name	Boxlight Corp
Entity Central Index Key	0001624512
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		10,057,056
Trading Symbol	BOXL
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2018

XML

Consolidated Condensed Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Current asset:
Cash and cash equivalents	$ 1,799,024	$ 2,010,325
Accounts receivable - trade, net of allowances	5,019,988	3,089,932
Inventories, net of reserve	3,487,210	4,626,569
Prepaid expenses and other current assets	1,978,291	388,006
Total current assets	12,284,513	10,114,832
Property and equipment, net of accumulated depreciation	323,777	29,752
Intangible assets, net of accumulated amortization	6,850,135	6,126,558
Goodwill	4,404,658	4,181,991
Other assets	295	292
Total assets	23,863,378	20,453,425
Current liabilities:
Accounts payable and accrued expenses	3,057,354	2,502,962
Accounts payable and accrued expenses - related parties	5,110,792	4,391,713
Warranty reserve	627,177	491,956
Short-term debt	1,581,754	752,449
Short-term debt - related party	163,333	54,000
Current portion of earn-out payable - related party	136,667
Convertible notes payable - related party	50,000	50,000
Deferred revenues - short-term	1,726,717	1,127,423
Derivative liabilities	1,891,704	1,857,252
Total current liabilities	14,345,498	11,227,755
Long-term debt - related party	546,667
Earn-out payable - related party	273,333
Deferred revenues - long-term	167,573	175,294
Total liabilities	15,333,071	11,403,049
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.0001 par value, 50,000,000 shares authorized; 250,000 shares issued and outstanding	25	25
Common stock, $0.0001 par value, 200,000,000 shares authorized; 10,056,094and 9,558,997 Class A shares issued and outstanding, respectively	1,006	956
Additional paid-in capital	25,993,583	21,125,956
Subscriptions receivable	(325)	(325)
Accumulated deficit	(17,390,448)	(12,028,388)
Other comprehensive loss	(73,534)	(47,848)
Total stockholders' equity	8,530,307	9,050,376
Total liabilities and stockholders' equity	$ 23,863,378	$ 20,453,425

XML

Consolidated Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2018	Dec. 31, 2017
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	250,000	250,000
Preferred stock, shares outstanding	250,000	250,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Class A Common Stock [Member]
Common stock, shares issued	10,056,094	9,558,997
Common stock, shares outstanding	10,056,094	9,558,997

XML

Consolidated Condensed Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Statement [Abstract]
Revenues, net	$ 9,663,657	$ 5,984,440	$ 15,660,342	$ 10,178,869
Cost of revenues	7,938,340	4,273,396	12,454,053	7,268,079
Gross profit	1,725,317	1,711,044	3,206,289	2,910,790
Operating expense:
General and administrative expenses	3,726,585	2,302,981	6,920,598	4,754,187
Research and development	177,098	107,107	269,603	297,552
Total operating expense	3,903,683	2,410,088	7,190,201	5,051,739
Loss from operations	(2,178,366)	(699,044)	(3,983,912)	(2,140,949)
Other income (expense):
Interest expense, net	(207,271)	(106,607)	(354,199)	(275,698)
Other income (expense), net	16,732	(8,482)	3,271	41,164
Changes in fair value of derivative liabilities	(2,191,677)		(1,156,518)
Gain from settlements of liabilities	103,560		129,298
Total other income (expense)	(2,278,656)	(115,089)	(1,378,148)	(234,534)
Net loss	(4,457,022)	(814,133)	(5,362,060)	(2,375,483)
Comprehensive loss:
Net loss	(4,457,022)	(814,133)	(5,362,060)	(2,375,483)
Other comprehensive loss:
Foreign currency translation gain (loss)	(30,549)	7,187	(25,686)	(16,526)
Total comprehensive loss	$ (4,487,571)	$ (806,946)	$ (5,387,746)	$ (2,392,009)
Net loss per common share - basic and diluted	$ (0.45)	$ (0.18)	$ (0.55)	$ (0.51)
Weighted average number of common shares outstanding - basic and diluted	9,810,905	4,621,687	9,760,427	4,621,687

XML

Consolidated Condensed Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Cash flows from operating activities:
Net loss	$ (5,362,060)	$ (2,375,483)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Amortization of debt discount	56,236
Bad debt expense	16,476	(10,378)
Gain on settlement of accounts payable	(25,738)
Gain on settlement of derivative liabilities	(103,560)
Change in allowance for sales returns and volume rebate	113,784	134,519
Change in inventory reserve	(81,521)	(6,577)
Change in fair value of derivative liability	1,156,518
Stock compensation expense	1,110,644	84,531
Depreciation and amortization	381,638	374,910
Changes in operating assets and liabilities:
Accounts receivable - trade	(1,578,356)	(344,086)
Inventories	1,872,318	1,653,458
Prepaid expenses and other current assets	(1,573,177)	(741,348)
Other assets		30,956
Accounts payable and accrued expenses	260,882	(199,782)
Accounts payable and accrued expenses - related parties	719,081	1,488,480
Warranty reserve	132,147	85,794
Deferred revenues	591,573	55,851
Other short-term liabilities		(1,719)
Accrued interest on long-term debt - related parties		78,684
Net cash (used in) provided by operating activities	(2,313,115)	307,810
Cash flows from investing activities:
Cash receipts from acquisitions	1,278,065
Cash paid for acquisitions	(410,138)
Net cash provided by investing activities	867,927
Cash flows from financing activities:
Proceeds from short-term debt	10,512,486
Proceeds from convertible note payable		1,000,000
Principal payments on short-term debt	(9,683,181)	(720,291)
Principal payments on short-term debt-related party		(195,000)
Proceeds from issuance of common stock	420,000
Proceeds from issuance of common stock upon exercise of options	3
Net cash provided by financing activities	1,249,308	84,709
Effect of foreign currency exchange rates	(15,421)	(24,449)
Net decrease in cash and cash equivalents	(211,301)	368,070
Cash and cash equivalents, beginning of the period	2,010,325	456,502
Cash and cash equivalents, end of the period	1,799,024	824,572
Supplemental cash flow disclosures:
Cash paid for interest	289,174	136,366
Cash paid for income taxes
Non-cash investment and financing transactions:
Shares issued as consideration for the acquisition of Cohuborate	1,435,176
Shares, notes payable and earn-out liability issued as consideration the acquisition of Qwizdom	$ 1,894,570
Additional contribution from settlement of related party derivative liability	1,149,580
Issuance of Class A common shares to settle accounts payable - related parties		$ 1,500,000

XML

Organization and Significant Accounting Policies

6 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Significant Accounting Policies

NOTE 1 – ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

THE COMPANY

Boxlight Corporation (the “Company” or “Boxlight Parent”) was incorporated in the State of Nevada on September 18, 2014 with its headquarters in Atlanta, Georgia for the purpose of becoming a technology company that sells interactive educational products. In 2016, the Company acquired Boxlight, Inc., Boxlight Latinoamerica, S.A. DE C.V. (“BLA”) and Boxlight Latinoamerica Servicios, S.A. DE C.V. (“BLS”) (together, “Boxlight Group”), Mimio LLC (“Mimio”) and Genesis Collaboration, LLC (“Genesis”). In 2018, the Company acquired Cohuborate Ltd. (“Cohuba”) and Qwizdom Inc. and its subsidiary Qwizdom UK Limited (“Qwizdom Companies”). The Company currently designs, produces and distributes interactive technology solutions to the education market.

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of Boxlight Corporation, Boxlight Group, Mimio, Genesis, Cohuba and Qwizdom Companies. Transactions and balances among Boxlight Corporation, Boxlight Group, Mimio, Genesis, Cohuba and Qwizdom Companies have been eliminated.

The accompanying unaudited consolidated condensed financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim unaudited consolidated financial information and interim financial reporting guidelines and rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. The unaudited consolidated condensed financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited consolidated condensed financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2017 and notes thereto contained in the Company’s Annual Report on Form 10-K/A. Certain information and footnote disclosure normally included in the financial statements have been condensed.

ESTIMATES AND ASSUMPTIONS

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

Accounts receivable are stated at historical carrying amounts, net of allowance for doubtful accounts. Allowance for doubtful accounts represents management’s estimate of the amount that ultimately will be realized in cash. The Company reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical payment trends, the age of receivables and knowledge of the individual customers. When the analysis indicates, management increases or decreases the allowance accordingly. However, if the financial condition of our customers were to deteriorate, additional allowances might be required.

INVENTORIES

Inventories are stated at the lower of cost or net realizable value and includes spare parts and finished goods. Inventories are primarily determined using the specific identification method and the first-in, first-out (“FIFO”) cost method. Cost includes direct cost from the contract manufacturer (“CM”) or original equipment from manufacturer (“OEM”), plus material overhead related to the purchase, inbound freight and import duty costs.

The Company continuously reviews its inventory levels to identify slow-moving merchandise and markdowns necessary to clear slow-moving merchandise, which reduces the cost of inventories to its estimated net realizable value. Consideration is given to a number of quantitative and qualitative factors, including current pricing levels and the anticipated need for subsequent markdowns, aging of inventories, historical sales trends, and the impact of market trends and economic conditions. Estimates of markdown requirements may differ from actual results due to changes in quantity, quality and mix of products in inventory, as well as changes in consumer preferences, market and economic conditions.

Intangible assets

Intangible assets are amortized using the straight-line method over their estimated period of benefit. We evaluate the recoverability of intangible assets periodically and take into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. No material impairments of intangible assets have been identified during any of the periods presented. Intangible assets and goodwill are tested for impairment on an annual basis, and between annual tests if indicators of potential impairment exist, using a fair-value-based approach. Goodwill is not amortized and is not deductible for tax purposes.

DERIVATIVES

The Company classifies Common Stock purchase warrants and other free standing derivative financial instruments as equity if the contracts (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (iii) contain reset provisions as either an asset or a liability. The Company assesses classification of its freestanding derivatives at each reporting date to determine whether a change in classification between equity and liabilities is required.

The Company determined that certain warrants to purchase common stock do not satisfy the criteria for classification as equity instruments due to the existence of certain net cash and non-fixed settlement provisions that are not within the sole control of the Company.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s financial instruments primarily include cash, accounts receivable, derivative liabilities, accounts payable and debt. Due to the short-term nature of cash, receivables, accounts payable and debt, the carrying amounts of these assets and liabilities approximate their fair value.

Derivatives are recorded at fair value at each period end.

Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

Level 3 Inputs - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

As required by Accounting Standard Codification (“ASC”) Topic No. 820 - 10 Fair Value Measurement, financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

The following table sets forth, by level within the fair value hierarchy, the Company’s financial liabilities that were accounted for at fair value on a recurring basis as of June 30, 2018:

	Markets for Identical Assets		Other Observable Inputs		Significant Unobservable Inputs		Carrying Value as of June 30,
Description	(Level 1)		(Level 2)		(Level 3)		2018
Derivative liabilities - warrant instruments	$	-	$	-	$	1,891,704	$	1,891,704
					$	1,891,704	$	1,891,704

REVENUE RECOGNITION

Revenue is comprised of product sales and service revenue, net of sales returns, co-operative advertising credits, early payment discounts, and special incentive payments (“SPIFF”) paid to the value-added resellers (“VARs”). The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured.

Revenue from product sales is derived from the sale of projectors, interactive panels and related accessories. Evidence of an arrangement consists of an order from its distributors, resellers or end users. The Company considers delivery to have occurred once title and risk of loss has been transferred.

Service revenue is comprised of product installation services and training services. These service revenues are normally entered into at the time products are sold. Service prices are established depending on product equipment sold and include a cost value for the estimated services to be performed based on historical experience. The Company outsources installation and training services to third parties and recognizes revenue upon completion of the services.

The Company evaluates the criteria outlined in FASB ASC Subtopic 605-45, Principal Agent Considerations, in determining whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as revenue. Generally, when the Company is primarily obligated in a transaction, is subject to inventory risk, has latitude in establishing prices and selecting suppliers, or has several but not all of these indicators, revenue is recorded at the gross amount. If the Company is not primarily obligated and amounts earned are determined using a fixed percentage, a fixed-payment schedule, or a combination of the two, the Company generally records the net amounts as revenue earned.

The Company generally does not allow product returns other than under warranty. However, the Company, on a case by case basis, will grant exceptions, mostly “buyer’s remorse” where the VAR’s end user customer either did not understand what they were ordering, or determined that the product did not meet their needs. An allowance for sales returns is estimated based on an analysis of historical trends.

While the Company uses resellers and distributors to sell its products, the Company’s sale agreements do not contain any special pricing incentives, right of return or other post shipment obligations.

The Company has a warranty policy to provide 12 to 36 months warranty coverage on projectors, displays, accessories, batteries and computers except when sold through a “Premier Education Partner” or sold to schools where the Company provides a 60-month warranty. The Company establishes a liability for estimated product warranty costs at the time the related product revenue is recognized, if the liability is expected to be material. The warranty obligation is affected by historical product failure rates and the related use of materials, labor costs and freight incurred in correcting any product failure. Should actual product failure rates, use of materials, or other costs differ from the Company’s estimates, additional warranty liabilities could be required, which would reduce its gross profit.

The Company offers sales incentives where the Company offers discounted products delivered by the Company to its resellers and distributors that are redeemable only if the resellers and distributors complete specified cumulative levels of revenue agreed to and written into their reseller and distributor agreements through an executed addendum. The resellers and distributors have to submit a request for the discounted products and cannot redeem additional discounts within 180 days from the date of the discount given on like products. The value of the award products as compared to the value of the transactions necessary to earn the award is generally insignificant in relation to the value of the transactions necessary to earn the award. The Company estimates and records the cost of the products related to the incentive as revenues based on analyses of historical data.

SHARE-BASED COMPENSATION

The Company estimates the fair value of each share-based compensation award at the grant date by using the Black-Scholes option pricing model. The fair value determined represents the cost for the award and is recognized over the vesting period during which an employee is required to provide service in exchange for the award. As share-based compensation expense is recognized based on awards ultimately expected to vest. Excess tax benefits, if any, are recognized as an addition to paid-in capital.

SUBSEQUENT EVENTS

The Company has evaluated all transactions through the financial statement issuance date for subsequent event disclosure consideration.

NEW ACCOUNTING STANDARDS

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606).” The new guidance provides new criteria for recognizing revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. The new guidance requires expanded disclosures to provide greater insight into both revenue that has been recognized and revenue that is expected to be recognized in the future from existing contracts. Quantitative and qualitative information will be provided about the significant judgments and changes in those judgments that management made to determine the revenue that is recorded. This accounting standard updates, as amended, will be effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. Early adoption is permitted, but no earlier than fiscal 2017. Since the company is an Emerging Growth Company, adoption is not required until 2019. The Company is currently assessing the provisions of the guidance and has not determined the impact of the adoption of this guidance on its consolidated financial statements.

In February 2016, a pronouncement was issued by FASB that creates new accounting and reporting guidelines for leasing arrangements. The new guidance requires organizations that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early application permitted. The new standard is to be applied using a modified retrospective approach. The Company is currently evaluating the impact of the new pronouncement on its financial statements.

There were various other accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows.

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Going Concern

6 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

NOTE 2 – GOING CONCERN

These financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary debt or equity financing to continue operations, and the attainment of profitable operations. As of June 30, 2018, the Company had an accumulated deficit of $17,390,448 and a working capital deficit of $2,060,985. During the six months ended June 30, 2018, the Company incurred a net loss of $5,362,060 and net cash used in operations was $2,313,115. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern within one year after the issuance date of these financial statements. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company is seeking to obtain funds for operations from its public or private sales of equity or debt securities or from bank or other loans.

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Acquisitions

6 Months Ended

Jun. 30, 2018

Business Combinations [Abstract]

Acquisitions

NOTE 3 – ACQUISITIONS

On May 9, 2018, the Company acquired 100% of the share capital of Cohuborate, Ltd. based in Lancashire, England. Cohuborate produces, sells and distributes interactive display panels designed to provide new learning and working experience through high-quality technologies and solutions through in-room and room-to-room multi-device multi-user collaboration. Although a development stage company with minimal revenues to date, we believe that Cohuborate will enhance our software capability and product offerings. We purchased the Cohuborate shares for 257,200 shares of the Company’s Class A common stock and 100 British pound sterling (US$138). The Company will account for the acquisition using the acquisition method of accounting, which requires, among other things, that most assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date on the balance sheet. Transaction costs are expensed as incurred. Any excess of the consideration transferred over the assigned values of the net assets acquired is recorded as goodwill.

Assets acquired:
Cash	$	1,038,368
Accounts receivable		12,114
Inventory		315,438
Other current assets		22,928
Property and equipment		4,321
Intangible assets		190,430
Total assets acquired		1,583,599
Total liabilities assumed		(148,285	)
Net assets acquired	$	1,435,314
Consideration paid:
Issuance of 257,200 shares of Class A common stock	$	1,435,176
Cash		138
Total	$	1,435,314

On June 22, 2018, the Company acquired 100% of the share capital of Qwizdom, Inc. based in Washington and its subsidiary Qwizdom UK Limited based in Northern Ireland (the “Qwizdom Companies”). The Qwizdom companies develop software and hardware solutions that are quick to implement and designed to increase participation, provide immediate data feedback, and, most importantly, accelerate and improve comprehension and learning. We purchased the Qwizdom shares for (1) $410,000 in cash, (2) issuance of an 8% promissory note of $656,000 (3) issuance of 142,857 shares of the Company’s Class A common stock, and (4) an annual earn-out payment at maximum of $410,000 based on 16.4% of future consolidated revenues as defined in the agreement from 2018 to 2020. The Company will account for the acquisition using the acquisition method of accounting, which requires, among other things, that most assets acquired, and liabilities assumed be recognized at their estimated fair values as of the acquisition date on the balance sheet. Transaction costs are expensed as incurred. Any excess of the consideration transferred over the assigned values of the net assets acquired is recorded as goodwill.

Assets acquired:
Cash	$	239,698
Accounts receivable		662,636
Inventory		132,411
Other current assets		20,857
Property and equipment		299,525
Intangible assets		904,666
Goodwill		222,667
Total assets acquired		2,482,460
Total liabilities assumed		(177,890	)
Net assets acquired	$	2,304,570
Consideration paid:
Cash	$	410,000
Promissory note		656,000
Issuance of 142,857 shares of Class A common stock		828,570
Earn out payable		410,000
Total	$	2,304,570

Unaudited Pro Forma Results Of Operations

The following table presents the unaudited condensed pro forma results of operations that reflect the acquisitions of Cohuba and Qwizdom Companies as if the acquisitions had occurred as of the first day of the period presented, adjusted for items that are directly attributable to the acquisitions. This information has been compiled from historical financial statements and is not necessarily indicative of the results that actually would have been achieved had the transaction already occurred or that may be achieved in the future.

(in thousands)	For the six months ended June 30, 2018
Revenues	$	16,895,000
Cost of revenues		(12,692,000	)
Operating expenses		(8,420,000	)
Other incomes (expenses)		118,000
Income tax expense
Net loss	$	(4,099,000	)
Net loss per common share	$	(0.41	)
Weighted average outstanding common shares – basic and diluted		10,032,245

The pro forma combined results of operations were adjusted to include Cohuba and Qwizdom Companies’s operating results for the period from January 1, 2018 to the day that the Companies were acquired by the Company. In addition, the pro forma results of operations were adjusted for the following expenses:

(in thousands)	For the six months ended June 30, 2018
Record amortization expense of intangible assets acquired	$	50,000

The Company will engage a third-party valuation specialist to assist in the valuation and is in the process of completing its assessment of the fair value of assets acquired and liabilities assumed. Thus, the preliminary measurement of the assets acquired and liabilities assumed are subject to change, which could be significant. The Company will finalize the amounts recognized no later than one year from the acquisition date.

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Accounts Receivable - Trade

6 Months Ended

Jun. 30, 2018

Receivables [Abstract]

Accounts Receivable - Trade

NOTE 4 – ACCOUNTS RECEIVABLE - TRADE

Accounts receivable consisted of the following at June 30, 2018 and December 31, 2017:

	2018			2017
Accounts receivable - trade	$	5,907,040		$	3,846,724
Allowance for doubtful accounts		(217,350	)		(200,874	)
Allowance for sales returns and volume rebates		(669,702	)		(555,918	)
Accounts receivable - trade, net of allowances	$	5,019,988		$	3,089,932

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Inventories

6 Months Ended

Jun. 30, 2018

Inventory Disclosure [Abstract]

Inventories

NOTE 5 – INVENTORIES

Inventories consisted of the following at June 30, 2018 and December 31, 2017:

	2018		2017
Finished goods	$	3,351,160	$	4,611,973
Spare parts		227,091		187,158
Reserve for inventory obsolescence		(91,041)		(172,562	)
Inventories, net	$	3,487,210	$	4,626,569

During the six months ended June 30, 2018 and 2017, the Company wrote off obsolete inventories of $0 and $29,913, respectively.

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Prepaid Expenses and Other Current Assets

6 Months Ended

Jun. 30, 2018

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid Expenses and Other Current Assets

NOTE 6 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following at June 30, 2018 and December 31, 2017:

	2018		2017
Prepayments to vendors	$	1,746,602	$	295,448
Employee receivables		-		6,203
Prepaid local taxes		-		1,015
Prepaid and refundable income taxes		1,428		33,435
Prepaid insurance		78,964		-
Prepaid licenses and other		151,297		51,905
Prepaid expenses and other current assets	$	1,978,291	$	388,006

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Property and Equipment

6 Months Ended

Jun. 30, 2018

Property, Plant and Equipment [Abstract]

Property and Equipment

NOTE 7 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at June 30, 2018 and December 31, 2017:

	Useful lives	2018			2017
Building	50 years	$	205,944		$	-
Building improvements	15 years		9,997			-
Leasehold improvements	9-10 years		82,060			3,355
Office equipment	2-7 years		31,018			21,341
Other equipment	5 years		42,485			42,485
Property and equipment, at cost			371,504			67,181
Accumulated depreciation			(47,727	)		(37,429	)
Property and equipment, net of accumulated depreciation		$	323,777		$	29,752

For the six months ended June 30, 2018 and 2017, the Company recorded depreciation expense of $10,298 and $20,841 respectively.

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Intangible Assets and Goodwill

6 Months Ended

Jun. 30, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets and Goodwill

NOTE 8 – INTANGIBLE ASSETS AND GOODWILL

Intangible assets and goodwill consisted of the following at June 30, 2018 and December 31, 2017:

	Useful lives	2018			2017
Patents	10 years	$	401,396		$	67,395
Customer relationships	10 years		3,996,543			3,567,396
Trademarks	10 years		3,872,746			3,554,932
Domain	15 years		13,955			-
Intangible assets, at cost		$	8,284,640		$	7,189,723
Accumulated amortization			(1,434,505	)		(1,063,165	)
Intangible assets, net of accumulated amortization		$	6,850,135		$	6,126,558
Goodwill from acquisition of Qwizdom		$	222,667		$	-
Goodwill from acquisition of Mimio	N/A		44,931			44,931
Goodwill from acquisition of Boxlight	N/A		4,137,060			4,137,060
		$	4,404,658		$	4,181,991

For the six months ended June 30, 2018 and 2017, the Company recorded amortization expense of $371,340 and $354,069 respectively.

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Debt

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

Debt

NOTE 9 – DEBT

The following is a summary of our debt at June 30, 2018 and December 31, 2017:

	2018		2017
Short-term debt – third parties
Note payable – AHA	$	-	$	250,000
Accounts receivable financing – Sallyport Commercial		1,081,754		502,449
Note payable-Harbor Gates Capital		500,000		-
Total short-term debt –third parties		1,581,754		752,449
Short-term debt – related parties
Note payable – Logical Choice Corporation - Delaware		54,000		54,000
Current portion of long-term debt - Qwizdom shareholders		109,333		-
		163,333		54,000
Convertible debt – related party
Convertible note payable – Mark Elliott		50,000		50,000
Long-Term debt- related parties
Note payable- Qwizdom shareholders		546,667		-
Total debt	$	2,341,754	$	856,449

Short-Term Debt - Third Parties:

AHA Note

On June 3, 2016, prior to the Company’s acquisition of Boxlight Group, Boxlight Group issued a promissory note to AHA Inc. Co Ltd. (“AHA”), a Korean corporation, in the amount of $1,895,413 to settle unpaid accounts payable of $1,866,418 for purchases of inventory. Interest shall be payable in the amount of 6.5% per annum. The principal was due and payable in eight equal monthly principal payments in the amount of $236,926 beginning on June 30, 2016. Interest was to be paid in consecutive monthly installments for eight months.

On November 29, 2017, the outstanding principal and interest were reduced to $500,000 related to a settlement agreement reached with AHA, resulting in a gain on settlement of $304,913. Pursuant to the settlement agreement, the Company was required to pay $250,000 on or before December 2017 and the remaining principal is due in six equal monthly payments of $41,667 commencing January 2018. On June 8, 2018, the Company satisfied in full the obligation due to AHA and received a notice of dismissal.

Accounts Receivable Financing – Sallyport Commercial Finance

On August 15, 2017, Boxlight Inc., and Genesis entered into a 12-month term account sale and purchase agreement with Sallyport Commercial Finance, LLC (“Sallyport”). Pursuant to the agreement, Sallyport agreed to purchase 85% of the eligible accounts receivable of the Company with a right of recourse back to the Company if the receivables are not collectible. This agreement requires a minimum monthly sales volume of $1,250,000 with a maximum facility limit of $6,000,000. Advances against this agreement accrue interest at 4% in excess of the highest prime rate publicly announced from time to time with a floor of 4.25%. In addition, the Company is required to pay a $950 audit fee per day. The Company granted Sallyport a security interest in all of Boxlight Inc. and Genesis’ assets.

As of June 30, 2018, outstanding principal and accrued interest were $1,081,754 and $0, respectively. For the six months ended June 30, 2018, the Company incurred interest expense of $286,919.

Harbor Gates Capital

On May 16, 2018, the Company entered into an unsecured promissory note agreement for $500,000 with Harbor Gates Capital. The note bears an interest rate of 7% and matures on February 16, 2019. In addition, the Company issued 5,715 shares of its Class A common stock valued at $56,236 to the lender in lieu of payment of origination fees which was recorded as original issue discount and fully amortized because of the short-term. If the Company fails to pay the note on the maturity date, the note may be converted into its Class A common stock at a price of $4.00 per share at the option of the holder. As of June 30, 2018, outstanding principal and accrued interest were $500,000 and $4,315, respectively.

Short-Term Debt - Related Parties:

Line of Credit - Logical Choice Corporation-Delaware

On May 21, 2014, the Company entered into a line of credit agreement with Logical Choice Corporation-Delaware (“LCC-Delaware”), former sole member of Genesis. The line of credit allowed the Company to borrow up to $500,000 for working capital and business expansion. The funds when borrowed accrued interest at 10% per annum. Interest accrued on any advanced funds was due monthly and the outstanding principal and any accrued interest were due in full on May 21, 2015. In May 2016, the maturity date was extended to May 21, 2018. This loan is currently in default. The assets of Genesis have been pledged, but subordinated to Sallyport financing, as a security interest against any advances on the line of credit. As of June 30, 2018, outstanding principal and accrued interest under this agreement was $54,000 and $18,594, respectively. As of December 31, 2017, outstanding principal and accrued interest under this agreement was $54,000 and $15,916, respectively.

Convertible Notes Payable - Third Parties:

Convertible Note Payable – Mark Elliott

On January 16, 2015, the Company issued a note to Mark Elliott, the Company’s Chief Executive Officer, in the amount of $50,000. The note as amended is due on December 31, 2018 and bears interest at an annual rate of 10%, compounded monthly. The note is convertible into the Company’s common stock at the lesser of (i) $6.28 per share, (ii) a discount of 20% to the stock price if the Company’s common stock is publicly traded, or (iii) if applicable, such other amount negotiated by the Company. The note holder may convert all, but not less than all, of the outstanding principal and interest due under this note. On July 3, 2018, Mark Elliott, the Company’s Chief Executive Officer amended the note to eliminate the conversion provision of the note. As of June 30, 2018, outstanding principal and accrued interest under this note were $50,000 and $17,288, respectively. As of December 31, 2017, outstanding principal and accrued interest under this note were $50,000 and $14,808, respectively.

Long-Term Debt - Related Parties:

Long Term Note Payable- Qwizdom Shareholders

On June 22, 2018, the Company issued a note to Darin and Silvia Beamish, previous 100% shareholders of Qwizdom, in the amount of $656,000 bearing an 8% interest rate. The note was issued as a part of the purchase price pursuant to the Stock Purchase agreement. The principal and accrued interest of the $656,000 note is due and payable in 12 equal quarterly payments. The first quarterly payment is due on the last business day of March 2019 and subsequent quarterly payments are to be made on the last business day of the 6^th, 9^th and 12^th calendar month and quarterly thereafter until the “Maturity Date”. The Maturity Date is defined as the earlier of (i) our completing a public offering of Class A common stock or private placement of its debt or equity securities (each a “Financing”) that results in our receipt of gross proceeds from such Financing of $10,000,000 or more, or (ii) that date which shall be the last business day of July 2021. As of June 30, 2018, outstanding principal and accrued interest under this note were $656,000 and $1,150, respectively. The principal of $109,333 is due within a year from June 30, 2018.

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Derivative Liabilities

6 Months Ended

Jun. 30, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Liabilities

NOTE 10 – DERIVATIVE LIABILITIES

At June 30, 2018 and December 31, 2017, the Company had warrants that contain net cash settlement provision or do not have fixed settlement provisions because their conversion and exercise prices may be lowered if the Company issues securities at lower prices in the future. The Company concluded that they are accounted for as derivative liabilities. In determining the fair value of the derivative liabilities, the Company used the binomial option pricing model at June 30, 2018:

	December 31, 2017
Common stock issuable upon exercise of warrants		1,112,476
Market value of common stock on measurement date	$	5.11
Exercise price	$	3.94 to $5.79
Risk free interest rate(1)		2.43 – 2.63	%
Expected life in years		1.5 – 3.5 years
Expected volatility (2)		68 – 72	%
Expected dividend yields (3)		0	%

(1)	The risk-free interest rate was determined by management using the applicable Treasury Bill as of the measurement date.
(2)	The historical trading volatility was determined by calculating the volatility of the Company’s peers common stock.
(3)	The Company does not expect to pay a dividend in the foreseeable future.

The following table shows the change in the Company’s derivative liabilities rollforward for the six months ended June 30, 2018:

	Amount
Balance, December 31, 2017	$	1,857,252
Initial valuation of derivative liabilities upon issuance of warrants		131,074
Cancellation of warrants		(1,253,140	)
Change in fair value of derivative liabilities		1,156,518
Balance, June 30, 2018		1,891,704

The change in fair value of derivative liabilities includes loss from exercise price modifications.

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Equity

6 Months Ended

Jun. 30, 2018

Equity [Abstract]

Equity

NOTE 11 – EQUITY

Preferred Shares

The Company’s articles of incorporation provide that the Company is authorized to issue 50,000,000 preferred shares consisting of: 1) 250,000 shares of non-voting Series A preferred stock, with a par value of $0.0001 per share; 2) 1,200,000 shares of voting Series B preferred stock, with a par value of $0.0001 per share; 3) 270,000 shares of voting Series C preferred stock, with a par value of $0.0001 per share; and 4) 48,280,000 shares to be designated by the Company’s Board of Directors.

The Company issued 1,000,000 shares of Series B preferred stock for the acquisition of Genesis and 270,000 shares of Series C preferred stock for the acquisition of Boxlight Group. Upon the completion of the initial public offering (“IPO”) in November 2017, all shares of Series B and C preferred stock related to the acquisitions of Genesis and Boxlight Group were converted to Class A common stock.

Upon completion of the Company’s IPO, an aggregate of 250,000 shares of the Company’s non-voting convertible Series A preferred stock were issued to Vert Capital for the acquisition of Genesis. All of the Series A preferred stock shall be automatically converted into Class A common stock no later than November 30, 2018.

Common Stock

The Company’s common stock consists of: 1) 150,000,000 shares of Class A voting common stock and 2) 50,000,000 shares of Class B non-voting common stock. Class A and Class B common stock have the same rights except that Class A common stock is entitled to one vote per share while Class B common stock has no voting rights. Upon any public or private sale or disposition by any holder of Class B common stock, such shares of Class B common stock shall automatically convert into shares of Class A common stock. As of June 30, 2018, and December 31, 2017, the Company had 10,056,094 and 9,558,997 shares of Class A common stock issued and outstanding, respectively. No Class B shares were outstanding at June 30, 2018 and December 31, 2017.

Issuance of common stock

On January 8, 2018, the Company issued 60,000 shares of common stock to K Laser valued at $7.00 per share for cash of $420,000.

On April 13, 2018, the Company issued 1,015 shares of common stock to Tysadco Partners valued at $3.94 per share in lieu of payment of professional fees.

On May 9, 2018, the Company issued 257,200 shares of common stock to the shareholders of Cohuborate valued at $5.58 per share related to the acquisition of 100% of Cohuborate, Ltd.

On May 15, 2018, the Company issued 416 shares of common stock to Tysadco Partners valued at $9.62 per share in lieu of payment of professional fees.

On May 16, 2018, the Company issued 5,715 shares of common stock to a third-party lender valued at $9.84 per share in lieu of payment of origination fees.

On June 15, 2018, the Company issued 694 shares of common stock to Tysadco Partners valued at $5.76 per share in lieu of payment of professional fees.

On June 22, 2018, the Company issued 142,857 shares of common stock to the shareholders of Qwizdom, Inc. valued at $5.80 per share related to the acquisition of 100% of Qwizdom.

Exercise of stock options

On March 20, 2018, the former Chief Financial Officer exercised 29,200 stock options and paid a total of $3 for the exercise price.

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Share-Based Compensation

6 Months Ended

Jun. 30, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-Based Compensation

NOTE 12 – SHARE-BASED COMPENSATION

On September 19, 2014, the Board approved the Company’s 2014 Stock Option Plan. The total number of underlying shares of the Company’s Class A common stock available for grant to directors, officers, key employees, and consultants of the Company or a subsidiary of the Company under the plan is 2,390,438 shares. Grants made under this plan must be approved by the Company’s Board of Directors. As of June 30, 2018, the Company had 661,526 shares reserved for issuance under the plan. In 2018, the Board of Directors approved an increase in the number of shares available for grant by 300,000 shares to 2,690,438 shares. The increase is not finalized and subject to shareholder approval.

Stock Options

Under our stock option program, an employee receives an award that provides the opportunity in the future to purchase the Company’s shares at the market price of our stock on the date the award is granted (strike price). The options become exercisable over a range of immediate to 4-year vesting period and expire 5 years from the grant date, unless stated differently in the option agreements, if they are not exercised. Stock options have no financial statement effect on the date they are granted but rather are reflected over time through recording compensation expense and increasing shareholder’s equity. We record compensation expense based on the estimated fair value of the awards that vest and that amount is amortized as compensation expense on a straight- line basis over the vesting period. Accordingly, total expense related to the award is reduced by the fair value of options that are forfeited by employees that leave the Company prior to vesting.

Following is a summary of the option activities during the six months ended June 30, 2018:

	Number of Units			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)
Outstanding, December 31, 2017		812,574		$	3.01		5.64
Granted		987,500		$	5.14
Exercised		(29,200	)	$	0.0001
Cancelled		(71,162	)	$	4.69
Outstanding, June 30, 2018		1,699,712		$	4.21		5.04
Exercisable, June 30, 2018		769,934		$	3.00		5.24

The Company estimates the fair value of each stock option award on the date of grant using a Black- Scholes option pricing model. As of June 30, 2018, the options had an intrinsic value of approximately $2.3 million.

On January 2, 2018, the Company granted 100,000 stock options each, 300,000 options in total, to its President, Chief Executive Officer and former Chief Financial Officer with an exercise price of $5.01 per share vesting monthly over one year. The expiration date of these options is five years from the grant date. These options had an aggregate fair value of approximately $689,000 on the grant date that was calculated using the Black-Scholes option-pricing model.

On January 2, 2018, the Company granted 200,000 stock options to its Chief Operating Officer with an exercise price of $5.01 per share vesting monthly over one year. The expiration date of these options is five years from the grant date. These options had a fair value of approximately $459,000 on the grant date that was calculated using the Black-Scholes option-pricing model.

On February 14, 2018, the Company granted an aggregate of 367,500 stock options in total to its employees with an exercise price of $5.40 per share vesting quarterly over four years. The expiration date of these options is five years from the grant date. These options had an aggregated fair value of approximately $998,000 on the grant date that was calculated using the Black-Scholes option-pricing model.

On March 19, 2018, the Company granted 35,000 stock options to its Chief Financial Officer with an exercise price of $4.00 per share vesting monthly over one year. The expiration date of these options is five years from the grant date. These options had an aggregate fair value of approximately $65,000 on the grant date that was calculated using the Black-Scholes option-pricing model.

On March 29, 2018, the Company granted 25,000 stock options to one of its Board of Directors with an exercise price of $4.06 per share vesting quarterly over one year. The expiration date of these options is five years from the grant date. These options had an aggregated fair value of approximately $47,000 on the grant date that was calculated using the Black-Scholes option-pricing model.

On June 22, 2018, the Company granted 60,000 stock options to employees from the Qwizdom acquisition with an exercise price of $5.78 per share vesting annually over four years commencing June 22, 2019. The expiration date of these options is ten years from the grant date. These options have an aggregate fair value of approximately $214,000 on the grant date that was calculated using the Black-Scholes option-pricing model.

Variables used in the Black-Scholes option-pricing model for options granted during the six months ended June 30, 2018 include: (1) discount rate of 2.01% – 2.45% (2) expected life, using simplified method, of 3 – 3.75 years, (3) expected volatility of 66% – 68%, and (4) zero expected dividends.

Warrants

Following is a summary of the warrant activities during the six months ended June 30, 2018:

	Number of Units			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)
Outstanding, December 31, 2017		1,070,717		$	7.57		2.12
Granted		386,012		$	5.96		3.50
Cancelled		(289,253	)	$	3.94		1.50
Outstanding, June 30, 2018		1,167,476		$	4.44		2.14
Exercisable, June 30, 2018		817,789		$	3.99		1.51

On April 2, 2018, the Company issued a warrant to purchase 5,000 shares of Class A common stock at a strike price of $4.76 per share to a consultant. The warrant will vest on a quarterly basis over 4 years beginning June 30, 2018. The expiration date is 5 years from the issue date. These warrants have an aggregate fair value of approximately $12,000 on the grant date that was calculated using the Black-Scholes option-pricing model.

On May 31, 2018, the Company cancelled warrants to purchase 289,253 shares of Class A common stock at strike prices of $3.94 per share. The Company recorded additional contribution of $1,149,580 and gain from settlement of liabilities of $103,560 in connection with the cancellation.

On June 21, 2018, the Company issued warrants to purchase 270,000 and 25,000 shares of Class A common stock at a strike price of $6.00 per share to Canaan Parish and a consultant, respectively, for future advisory services. The warrants are exercisable by the holder only after October 1, 2018 and expires on December 31, 2021. These warrants have an aggregate fair value of approximately $930,000 on the grant date that was calculated using the Binomial-Scholes option-pricing model. These warrants contain non-fixed settlement provision that the exercise price can be lower when a qualified events occur as defined in the agreement. The Company concluded that the instruments are accounted for as derivative liabilities. See Note 10. During the six months ended, the Company recorded approximately $131,000 compensation and derivative liabilities based on vesting term.

During the six months ended, 796,047 and 316,429 warrants’ exercise prices were reset to $3.94 and $5.79 per share, respectively, upon qualified event as defined in the agreement. 

Variables used in the binomial and black-scholes option-pricing model for options granted during the six months ended June 30, 2018 include: (1) discount rate of 2.37% – 2.65% (2) expected life of 3.53 – 4 years, (3) expected volatility of 65% – 75%, and (4) zero expected dividends.

Stock compensation expense

For the six months ended June 30, 2018 and 2017, the Company recorded the following stock compensation in general and administrative expense:

	2018		2017
Stock options	$	967,597	$	84,531
Warrants		131,047		-
Common stock		12,000		-
Total stock compensation expense	$	1,110,644	$	84,531

As of June 30, 2018, there was approximately $2.4 million of unrecognized compensation expense related to unvested options, which will be amortized over the remaining vesting period. Of that total, approximately $1.1 million is estimated to be recorded as compensation expense in the remaining six-months of 2018.

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Other Related Party Transactions

6 Months Ended

Jun. 30, 2018

Related Party Transactions [Abstract]

Other Related Party Transactions

NOTE 13 – OTHER RELATED PARTY TRANSACTIONS

Management Agreement

On November 30, 2017, the Company entered into a management agreement with Dynamic Capital, LLC, a Delaware limited liability company owned by the AEL Irrevocable Trust and managed by Adam Levin (“Dynamic Capital”). Pursuant to the agreement, Dynamic Capital shall perform consulting services for the Company relating to, among other things, sourcing and analyzing strategic acquisitions and introductions to various financing sources. Dynamic Capital shall receive a management fee payable in cash equal to 1.125% of total consolidated net revenues for the fiscal years ended December 31, 2017 and 2018, payable in monthly installments. The annual fee is subject to a cap of $750,000 in each of 2017 and 2018. At its option, Dynamic Capital may defer payment until the end of each year and receive payment in the form of shares of Class A common stock of the Company. As of June 30, 2018 and December 31, 2017, the Company had a payable of $202,755 and $35,632, respectively, pursuant to the agreement.

On January 31, 2018, the Company entered into a management agreement with an entity owned and controlled by our President and Director, Michael Pope. Effective as of the first day of the same month that Mr. Pope’s employment with the Company shall terminate, and for a term of 13 months, Mr. Pope shall provide consulting services to the Company including sourcing and analyzing strategic acquisitions, assisting with financing activities, and other services. As consideration for the services provided, the Company shall pay a management fee equal to 0.375% of the consolidated net revenues of the Company, payable in monthly installments, not to exceed $250,000 in any calendar year. At his option, Mr. Pope may defer payment until the end of each year and receive payment in the form of shares of Class A common stock of the Company.

Sales and Purchases - EDI

Everest Display Inc. (“EDI”), an affiliate of the Company’s major shareholder K-Laser, is a major supplier of products to the Company. For the six months ended June 30, 2018 and 2017, the Company had purchases of $2,701,899 and $2,023,654, respectively, from EDI. For the six months ended June 30, 2018 and 2017, the Company had sales of $5,100 and $19,688, respectively, to EDI. As of June 30, 2018, and December 31, 2017, the Company had accounts payable of approximately of $4,871,000 and $4,325,000, respectively, to EDI.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 14 – COMMITMENTS AND CONTINGENCIES

Litigation

In July 2015, a supplier filed a lawsuit against the Company for outstanding payables owed by the Company of approximately $72,000. In February 2016, the supplier and the Company agreed to settle the indebted balance for $43,000 provided that the Company pays on or before March 16, 2016. The Company failed to make the payment and the judgement amount was therefore increased to approximately $70,000 plus interest and court costs of approximately $2,300. The Company is currently negotiating new terms with the supplier. On January 29, 2018, the Company entered into a Compromise Settlement and Release Agreement with the supplier, where the Company agreed to settle the indebted balance for $39,000. On January 30, 2018, the Company paid the settlement in full and received a release from the Court. The Company recorded a gain from the settlement of approximately $26,000.

On April 2017, a Garnishment Action was filed by Asahi Net, Inc. (“Asahi”) against Vert. Asahi was seeking to garnish funds in the amount of $2,180,881. The Company was listed as a garnishee in the Action because Vert had loaned money to the Company. The Company had already paid Vert in full satisfaction of the loan. On March 1, 2018, the Company was served a claim under the Georgia Uniform Voidable Transactions Act by Asahi, which was seeking to void transactions between the Company and Vert. The Company disputed these allegations. On April 26, 2018, Asahi filed a Notice of Dismissal for both the Garnishment Action as well as the claim under the Georgia Uniform Voidable Transactions Act.

On June 1, 2017, the Company was served with a lawsuit from Skyview seeking judgment on the $1,460,508 outstanding balance due under the currently defaulted Skyview Note, plus accrued interest thereon, and also seeking to foreclose on the assets of Mimio that is now owned and operated by Boxlight, Inc. The Company paid off the $1,460,508 outstanding balance in November 2017. Skyview filed a request for additional attorney fees in the amount of $67,826. On March 14, 2018, the Company satisfied the claim and the acknowledgement of satisfaction of judgement was received on March 21, 2018 from the Court.

Operating Lease Commitments

The Company leases two offices under non-cancelable lease agreements. The leases provide that the Company pays only a monthly rental and is not responsible for taxes, insurance or maintenance expenses related to the property. Future minimum lease payments of the Company’s operating leases with a term over one year subsequent to June 30, 2018 are as follows:

Year ending December 31,	Amount
2018	$	130,000
2019		40,400
Net Minimum Lease Payments	$	170,400

The Company also has another office lease on a month-to-month basis. For the six months ended June 30, 2018 and 2017, aggregate rent expense was approximately $134,700 and $140,700, respectively.

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Customer and Supplier Concentration

6 Months Ended

Jun. 30, 2018

Risks and Uncertainties [Abstract]

Customer and Supplier Concentration

NOTE 15 – CUSTOMER AND SUPPLIER CONCENTRATION

Significant customers and suppliers are those that account for greater than 10% of the Company’s revenues and purchases.

The Company’s revenues were concentrated among few customers for the six months ended June 30, 2018:

Customer	Total revenues from the customer to total revenues for the six months ended June 30, 2018			Deferred revenue from the customer as of June 30, 2018 (rounded to 000’s)
1		29	%	$	1,017,000

The loss of the significant customer or the failure to attract new customers could have a material adverse effect on our business, results of operations and financial condition.

The Company’s purchases were concentrated among a few vendors for the six months ended June 30, 2018:

Vendor	Total purchases from the vendor to total purchases for the six months ended June 30, 2018			Accounts payable (prepayment) to the vendor as of June 30, 2018 (rounded to 000’s)
1		40	%	$	(343,000	)
2*		28	%	$	4,871,000
3		16	%	$	(888,000	)

* EDI, a related party. See note 13.

The Company believes there are other suppliers that could be substituted should the supplier become unavailable or non-competitive.

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Subsequent Events

6 Months Ended

Jun. 30, 2018

Subsequent Events [Abstract]

Subsequent Events

NOTE 16 – SUBSEQUENT EVENTS

On July 3, 2018, Mark Elliott, the Company’s Chief Executive Officer amended his $50,000 note payable to eliminate the conversion provision of the note.

On July 15, 2018, the Company issued 962 shares of Class A common stock at $4.16 per share to a consultant in lieu of payment for services.

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Organization and Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

The Company

THE COMPANY

Boxlight Corporation (the “Company” or “Boxlight Parent”) was incorporated in the State of Nevada on September 18, 2014 with its headquarters in Atlanta, Georgia for the purpose of becoming a technology company that sells interactive educational products. In 2016, the Company acquired Boxlight, Inc., Boxlight Latinoamerica, S.A. DE C.V. (“BLA”) and Boxlight Latinoamerica Servicios, S.A. DE C.V. (“BLS”) (together, “Boxlight Group”), Mimio LLC (“Mimio”) and Genesis Collaboration, LLC (“Genesis”). In 2018, the Company acquired Cohuborate Ltd. (“Cohuba”) and Qwizdom Inc. and its subsidiary Qwizdom UK Limited (“Qwizdom Companies”). The Company currently designs, produces and distributes interactive technology solutions to the education market.

Basis of Presentation and Principles of Consolidation

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of Boxlight Corporation, Boxlight Group, Mimio, Genesis, Cohuba and Qwizdom Companies. Transactions and balances among Boxlight Corporation, Boxlight Group, Mimio, Genesis, Cohuba and Qwizdom Companies have been eliminated.

The accompanying unaudited consolidated condensed financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim unaudited consolidated financial information and interim financial reporting guidelines and rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. The unaudited consolidated condensed financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited consolidated condensed financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2017 and notes thereto contained in the Company’s Annual Report on Form 10-K/A. Certain information and footnote disclosure normally included in the financial statements have been condensed.

Estimates and Assumptions

ESTIMATES AND ASSUMPTIONS

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Accounts Receivable and Allowance for Doubtful Accounts

ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

Accounts receivable are stated at historical carrying amounts, net of allowance for doubtful accounts. Allowance for doubtful accounts represents management’s estimate of the amount that ultimately will be realized in cash. The Company reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical payment trends, the age of receivables and knowledge of the individual customers. When the analysis indicates, management increases or decreases the allowance accordingly. However, if the financial condition of our customers were to deteriorate, additional allowances might be required.

Inventories

INVENTORIES

Inventories are stated at the lower of cost or net realizable value and includes spare parts and finished goods. Inventories are primarily determined using the specific identification method and the first-in, first-out (“FIFO”) cost method. Cost includes direct cost from the contract manufacturer (“CM”) or original equipment from manufacturer (“OEM”), plus material overhead related to the purchase, inbound freight and import duty costs.

The Company continuously reviews its inventory levels to identify slow-moving merchandise and markdowns necessary to clear slow-moving merchandise, which reduces the cost of inventories to its estimated net realizable value. Consideration is given to a number of quantitative and qualitative factors, including current pricing levels and the anticipated need for subsequent markdowns, aging of inventories, historical sales trends, and the impact of market trends and economic conditions. Estimates of markdown requirements may differ from actual results due to changes in quantity, quality and mix of products in inventory, as well as changes in consumer preferences, market and economic conditions.

Intangible Assets

Intangible assets

Intangible assets are amortized using the straight-line method over their estimated period of benefit. We evaluate the recoverability of intangible assets periodically and take into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. No material impairments of intangible assets have been identified during any of the periods presented. Intangible assets and goodwill are tested for impairment on an annual basis, and between annual tests if indicators of potential impairment exist, using a fair-value-based approach. Goodwill is not amortized and is not deductible for tax purposes.

Derivatives

DERIVATIVES

The Company classifies Common Stock purchase warrants and other free standing derivative financial instruments as equity if the contracts (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (iii) contain reset provisions as either an asset or a liability. The Company assesses classification of its freestanding derivatives at each reporting date to determine whether a change in classification between equity and liabilities is required.

The Company determined that certain warrants to purchase common stock do not satisfy the criteria for classification as equity instruments due to the existence of certain net cash and non-fixed settlement provisions that are not within the sole control of the Company.

Fair Value Of Financial Instruments

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s financial instruments primarily include cash, accounts receivable, derivative liabilities, accounts payable and debt. Due to the short-term nature of cash, receivables, accounts payable and debt, the carrying amounts of these assets and liabilities approximate their fair value.

Derivatives are recorded at fair value at each period end.

Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

Level 3 Inputs - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

As required by Accounting Standard Codification (“ASC”) Topic No. 820 - 10 Fair Value Measurement, financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

The following table sets forth, by level within the fair value hierarchy, the Company’s financial liabilities that were accounted for at fair value on a recurring basis as of June 30, 2018:

	Markets for Identical Assets		Other Observable Inputs		Significant Unobservable Inputs		Carrying Value as of June 30,
Description	(Level 1)		(Level 2)		(Level 3)		2018
Derivative liabilities - warrant instruments	$	-	$	-	$	1,891,704	$	1,891,704
					$	1,891,704	$	1,891,704

Revenue Recognition

REVENUE RECOGNITION

Revenue is comprised of product sales and service revenue, net of sales returns, co-operative advertising credits, early payment discounts, and special incentive payments (“SPIFF”) paid to the value-added resellers (“VARs”). The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured.

Revenue from product sales is derived from the sale of projectors, interactive panels and related accessories. Evidence of an arrangement consists of an order from its distributors, resellers or end users. The Company considers delivery to have occurred once title and risk of loss has been transferred.

Service revenue is comprised of product installation services and training services. These service revenues are normally entered into at the time products are sold. Service prices are established depending on product equipment sold and include a cost value for the estimated services to be performed based on historical experience. The Company outsources installation and training services to third parties and recognizes revenue upon completion of the services.

The Company evaluates the criteria outlined in FASB ASC Subtopic 605-45, Principal Agent Considerations, in determining whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as revenue. Generally, when the Company is primarily obligated in a transaction, is subject to inventory risk, has latitude in establishing prices and selecting suppliers, or has several but not all of these indicators, revenue is recorded at the gross amount. If the Company is not primarily obligated and amounts earned are determined using a fixed percentage, a fixed-payment schedule, or a combination of the two, the Company generally records the net amounts as revenue earned.

The Company generally does not allow product returns other than under warranty. However, the Company, on a case by case basis, will grant exceptions, mostly “buyer’s remorse” where the VAR’s end user customer either did not understand what they were ordering, or determined that the product did not meet their needs. An allowance for sales returns is estimated based on an analysis of historical trends.

While the Company uses resellers and distributors to sell its products, the Company’s sale agreements do not contain any special pricing incentives, right of return or other post shipment obligations.

The Company has a warranty policy to provide 12 to 36 months warranty coverage on projectors, displays, accessories, batteries and computers except when sold through a “Premier Education Partner” or sold to schools where the Company provides a 60-month warranty. The Company establishes a liability for estimated product warranty costs at the time the related product revenue is recognized, if the liability is expected to be material. The warranty obligation is affected by historical product failure rates and the related use of materials, labor costs and freight incurred in correcting any product failure. Should actual product failure rates, use of materials, or other costs differ from the Company’s estimates, additional warranty liabilities could be required, which would reduce its gross profit.

The Company offers sales incentives where the Company offers discounted products delivered by the Company to its resellers and distributors that are redeemable only if the resellers and distributors complete specified cumulative levels of revenue agreed to and written into their reseller and distributor agreements through an executed addendum. The resellers and distributors have to submit a request for the discounted products and cannot redeem additional discounts within 180 days from the date of the discount given on like products. The value of the award products as compared to the value of the transactions necessary to earn the award is generally insignificant in relation to the value of the transactions necessary to earn the award. The Company estimates and records the cost of the products related to the incentive as revenues based on analyses of historical data.

Share-Based Compensation

SHARE-BASED COMPENSATION

The Company estimates the fair value of each share-based compensation award at the grant date by using the Black-Scholes option pricing model. The fair value determined represents the cost for the award and is recognized over the vesting period during which an employee is required to provide service in exchange for the award. As share-based compensation expense is recognized based on awards ultimately expected to vest. Excess tax benefits, if any, are recognized as an addition to paid-in capital.

Subsequent Events

SUBSEQUENT EVENTS

The Company has evaluated all transactions through the financial statement issuance date for subsequent event disclosure consideration.

New Accounting Pronouncements

NEW ACCOUNTING STANDARDS

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606).” The new guidance provides new criteria for recognizing revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. The new guidance requires expanded disclosures to provide greater insight into both revenue that has been recognized and revenue that is expected to be recognized in the future from existing contracts. Quantitative and qualitative information will be provided about the significant judgments and changes in those judgments that management made to determine the revenue that is recorded. This accounting standard updates, as amended, will be effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. Early adoption is permitted, but no earlier than fiscal 2017. Since the company is an Emerging Growth Company, adoption is not required until 2019. The Company is currently assessing the provisions of the guidance and has not determined the impact of the adoption of this guidance on its consolidated financial statements.

In February 2016, a pronouncement was issued by FASB that creates new accounting and reporting guidelines for leasing arrangements. The new guidance requires organizations that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early application permitted. The new standard is to be applied using a modified retrospective approach. The Company is currently evaluating the impact of the new pronouncement on its financial statements.

There were various other accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows.

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Organization and Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Financial Liabilities Measured on a Recurring Basis

The following table sets forth, by level within the fair value hierarchy, the Company’s financial liabilities that were accounted for at fair value on a recurring basis as of June 30, 2018:

	Markets for Identical Assets		Other Observable Inputs		Significant Unobservable Inputs		Carrying Value as of June 30,
Description	(Level 1)		(Level 2)		(Level 3)		2018
Derivative liabilities - warrant instruments	$	-	$	-	$	1,891,704	$	1,891,704
					$	1,891,704	$	1,891,704

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Acquisitions (Tables)

6 Months Ended

Jun. 30, 2018

Business Combinations [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

Transaction costs are expensed as incurred. Any excess of the consideration transferred over the assigned values of the net assets acquired is recorded as goodwill.

Assets acquired:
Cash	$	1,038,368
Accounts receivable		12,114
Inventory		315,438
Other current assets		22,928
Property and equipment		4,321
Intangible assets		190,430
Total assets acquired		1,583,599
Total liabilities assumed		(148,285	)
Net assets acquired	$	1,435,314
Consideration paid:
Issuance of 257,200 shares of Class A common stock	$	1,435,176
Cash		138
Total	$	1,435,314

Assets acquired:
Cash	$	239,698
Accounts receivable		662,636
Inventory		132,411
Other current assets		20,857
Property and equipment		299,525
Intangible assets		904,666
Goodwill		222,667
Total assets acquired		2,482,460
Total liabilities assumed		(177,890
Net assets acquired	$	2,304,570
Consideration paid:
Cash	$	410,000
Promissory note		656,000
Issuance of 142,857 shares of Class A common stock		828,570
Earn out payable		410,000
Total	$	2,304,570

Schedule of Unaudited Pro Forma Results of Operations

This information has been compiled from historical financial statements and is not necessarily indicative of the results that actually would have been achieved had the transaction already occurred or that may be achieved in the future.

(in thousands)	For the six months ended June 30, 2018
Revenues	$	16,895,000
Cost of revenues		(12,692,000	)
Operating expenses		(8,420,000	)
Other incomes (expenses)		118,000
Income tax expense
Net loss	$	(4,099,000	)
Net loss per common share	$	(0.41	)
Weighted average outstanding common shares – basic and diluted		10,032,245

In addition, the pro forma results of operations were adjusted for the following expenses:

(in thousands)	For the six months ended June 30, 2018
Record amortization expense of intangible assets acquired	$	50,000

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Accounts Receivable - Trade (Tables)

6 Months Ended

Jun. 30, 2018

Receivables [Abstract]

Schedule of Accounts Receivable

Accounts receivable consisted of the following at June 30, 2018 and December 31, 2017:

	2018			2017
Accounts receivable - trade	$	5,907,040		$	3,846,724
Allowance for doubtful accounts		(217,350	)		(200,874	)
Allowance for sales returns and volume rebates		(669,702	)		(555,918	)
Accounts receivable - trade, net of allowances	$	5,019,988		$	3,089,932

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Inventories (Tables)

6 Months Ended

Jun. 30, 2018

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories consisted of the following at June 30, 2018 and December 31, 2017:

	2018		2017
Finished goods	$	3,351,160	$	4,611,973
Spare parts		227,091		187,158
Reserve for inventory obsolescence		(91,041)		(172,562	)
Inventories, net	$	3,487,210	$	4,626,569

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Prepaid Expenses and Other Current Assets (Tables)

6 Months Ended

Jun. 30, 2018

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following at June 30, 2018 and December 31, 2017:

	2018		2017
Prepayments to vendors	$	1,746,602	$	295,448
Employee receivables		-		6,203
Prepaid local taxes		-		1,015
Prepaid and refundable income taxes		1,428		33,435
Prepaid insurance		78,964		-
Prepaid licenses and other		151,297		51,905
Prepaid expenses and other current assets	$	1,978,291	$	388,006

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Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2018

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consisted of the following at June 30, 2018 and December 31, 2017:

	Useful lives	2018			2017
Building	50 years	$	205,944		$	-
Building improvements	15 years		9,997			-
Leasehold improvements	9-10 years		82,060			3,355
Office equipment	2-7 years		31,018			21,341
Other equipment	5 years		42,485			42,485
Property and equipment, at cost			371,504			67,181
Accumulated depreciation			(47,727	)		(37,429	)
Property and equipment, net of accumulated depreciation		$	323,777		$	29,752

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Intangible Assets and Goodwill (Tables)

6 Months Ended

Jun. 30, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets and Goodwill

Intangible assets and goodwill consisted of the following at June 30, 2018 and December 31, 2017:

	Useful lives	2018			2017
Patents	10 years	$	401,396		$	67,395
Customer relationships	10 years		3,996,543			3,567,396
Trademarks	10 years		3,872,746			3,554,932
Domain	15 years		13,955			-
Intangible assets, at cost		$	8,284,640		$	7,189,723
Accumulated amortization			(1,434,505	)		(1,063,165	)
Intangible assets, net of accumulated amortization		$	6,850,135		$	6,126,558
Goodwill from acquisition of Qwizdom		$	222,667		$	-
Goodwill from acquisition of Mimio	N/A		44,931			44,931
Goodwill from acquisition of Boxlight	N/A		4,137,060			4,137,060

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Debt (Tables)

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

Schedule of Debt

The following is a summary of our debt at June 30, 2018 and December 31, 2017:

	2018		2017
Short-term debt – third parties
Note payable – AHA	$	-	$	250,000
Accounts receivable financing – Sallyport Commercial		1,081,754		502,449
Note payable-Harbor Gates Capital		500,000		-
Total short-term debt –third parties		1,581,754		752,449
Short-term debt – related parties
Note payable – Logical Choice Corporation - Delaware		54,000		54,000
Current portion of long-term debt - Qwizdom shareholders		109,333		-
		163,333		54,000
Convertible debt – related party
Convertible note payable – Mark Elliott		50,000		50,000
Long-Term debt- related parties
Note payable- Qwizdom shareholders		546,667		-
Total debt	$	2,341,754	$	856,449

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Derivative Liabilities (Tables)

6 Months Ended

Jun. 30, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Fair Value of Derivative Liabilities

In determining the fair value of the derivative liabilities, the Company used the binomial option pricing model at June 30, 2018:

	December 31, 2017
Common stock issuable upon exercise of warrants		1,112,476
Market value of common stock on measurement date	$	5.11
Exercise price	$	3.94 to $5.79
Risk free interest rate(1)		2.43 – 2.63	%
Expected life in years		1.5 – 3.5 years
Expected volatility (2)		68 – 72	%
Expected dividend yields (3)		0	%

(1)	The risk-free interest rate was determined by management using the applicable Treasury Bill as of the measurement date.
(2)	The historical trading volatility was determined by calculating the volatility of the Company’s peers common stock.
(3)	The Company does not expect to pay a dividend in the foreseeable future.

Schedule of Change in Derivative Liabilities

The following table shows the change in the Company’s derivative liabilities rollforward for the six months ended June 30, 2018:

	Amount
Balance, December 31, 2017	$	1,857,252
Initial valuation of derivative liabilities upon issuance of warrants		131,074
Cancellation of warrants		(1,253,140	)
Change in fair value of derivative liabilities		1,156,518
Balance, June 30, 2018		1,891,704

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Share-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Stock Option Activities

Following is a summary of the option activities during the six months ended June 30, 2018:

	Number of Units			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)
Outstanding, December 31, 2017		812,574		$	3.01		5.64
Granted		987,500		$	5.14
Exercised		(29,200	)	$	0.0001
Cancelled		(71,162	)	$	4.69
Outstanding, June 30, 2018		1,699,712		$	4.21		5.04
Exercisable, June 30, 2018		769,934		$	3.00		5.24

Schedule of Warrant Activity

Following is a summary of the warrant activities during the six months ended June 30, 2018:

	Number of Units			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)
Outstanding, December 31, 2017		1,070,717		$	7.57		2.12
Granted		386,012		$	5.96		3.50
Cancelled		(289,253	)	$	3.94		1.50
Outstanding, June 30, 2018		1,167,476		$	4.44		2.14
Exercisable, June 30, 2018		817,789		$	3.99		1.51

Schedule of Stock Compensation Expenses

For the six months ended June 30, 2018 and 2017, the Company recorded the following stock compensation in general and administrative expense:

	2018		2017
Stock options	$	967,597	$	84,531
Warrants		131,047		-
Common stock		12,000		-
Total stock compensation expense	$	1,110,644	$	84,531

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Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Lease Payments

Future minimum lease payments of the Company’s operating leases with a term over one year subsequent to June 30, 2018 are as follows:

Year ending December 31,	Amount
2018	$	130,000
2019		40,400
Net Minimum Lease Payments	$	170,400

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Customer and Supplier Concentration (Tables)

6 Months Ended

Jun. 30, 2018

Risks and Uncertainties [Abstract]

Schedule of Concentration Risk

The Company’s revenues were concentrated among few customers for the six months ended June 30, 2018:

Customer	Total revenues from the customer to total revenues for the six months ended June 30, 2018			Deferred revenue from the customer as of June 30, 2018 (rounded to 000’s)
1		29	%	$	1,017,000

The Company’s purchases were concentrated among a few vendors for the six months ended June 30, 2018:

Vendor	Total purchases from the vendor to total purchases for the six months ended June 30, 2018			Accounts payable (prepayment) to the vendor as of June 30, 2018 (rounded to 000’s)
1		40	%	$	(343,000	)
2*		28	%	$	4,871,000
3		16	%	$	(888,000	)

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Organization and Significant Accounting Policies - Schedule of Financial Liabilities Measured on a Recurring Basis (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Derivative liabilities - warrant instruments	$ 1,891,704
Derivative liabilities	1,891,704	$ 1,857,252
Markets For Identical Assets (Level 1) [Member]
Derivative liabilities - warrant instruments
Other Observable Inputs (Level 2) [Member]
Derivative liabilities - warrant instruments
Significant Unobservable Inputs (Level 3) [Member]
Derivative liabilities - warrant instruments	1,891,704
Derivative liabilities	$ 1,891,704

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Going Concern (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 17,390,448		$ 17,390,448		$ 12,028,388
Working capital deficit	2,060,985		2,060,985
Net loss	$ (4,457,022)	$ (814,133)	(5,362,060)	$ (2,375,483)
Net cash used in operations			$ (2,313,115)	$ 307,810

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Acquisitions (Details Narrative)				6 Months Ended
	Jun. 22, 2018 USD ($) shares	May 09, 2018 USD ($) shares	May 09, 2018 GBP (£) shares	Jun. 30, 2018 USD ($)	Jun. 30, 2017 USD ($)
Cash				$ 1,278,065
Cohuborate, Ltd [Member]
Equity interest ownership Percentage		100.00%	100.00%
Stock issued during period, acquisition | shares		257,200	257,200
Stock issued during period, acquisition, value		$ 138
Cohuborate, Ltd [Member] | British Pound [Member]
Stock issued during period, acquisition, value | £			£ 100
Qwizdom, Inc [Member]
Equity interest ownership Percentage	100.00%
Stock issued during period, acquisition | shares	142,857
Cash	$ 410,000
Earn out payable	$ 410,000
Consolidated revenue percentage, base for earn out	16.40%
Qwizdom, Inc [Member] | 8% Promissory Note [Member]
Promissory note	$ 656,000

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Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($)			6 Months Ended
	Jun. 22, 2018	May 09, 2018	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Goodwill			$ 4,404,658		$ 4,181,991
Cash			410,138
Cohuborate, Ltd [Member]
Cash		$ 1,038,368
Accounts receivable		12,114
Inventory		315,438
Other current assets		22,928
Property and equipment		4,321
Intangible assets		190,430
Total assets acquired		1,583,599
Total liabilities assumed		(148,285)
Net assets acquired		1,435,314
Issuance of Class A common stock		1,435,176
Cash		138
Total		$ 1,435,314
Qwizdom, Inc [Member]
Cash	$ 239,698
Accounts receivable	662,636
Inventory	132,411
Other current assets	20,857
Property and equipment	299,525
Intangible assets	904,666
Goodwill	222,667		$ 222,667
Total assets acquired	2,482,460
Total liabilities assumed	(177,890)
Net assets acquired	2,304,570
Issuance of Class A common stock	828,570
Cash	410,000
Promissory note	656,000
Earn out payable	410,000
Total	$ 2,304,570

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Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) (Parenthetical) - shares	Jun. 22, 2018	May 09, 2018
Cohuborate, Ltd [Member]
Issuance of Class A common stock, number of shares		257,200
Qwizdom, Inc [Member]
Issuance of Class A common stock, number of shares	142,857

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Acquisitions - Schedule of Unaudited Pro Forma Results of Operations (Details)	6 Months Ended
	Jun. 30, 2018 USD ($) $ / shares shares
Business Combinations [Abstract]
Revenues	$ 16,895,000
Cost of revenues	(12,692,000)
Operating expenses	(8,420,000)
Other incomes (expenses)	118,000
Income tax expense
Net loss	$ (4,099,000)
Net loss per common share | $ / shares	$ (0.41)
Weighted average outstanding common shares - basic and diluted | shares	10,032,245
Record amortization expense of intangible assets acquired	$ 50,000

XML

Accounts Receivable - Trade - Schedule of Accounts Receivable (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Receivables [Abstract]
Accounts receivable - trade	$ 5,907,040	$ 3,846,724
Allowance for doubtful accounts	(217,350)	(200,874)
Allowance for sales returns and volume rebates	(669,702)	(555,918)
Accounts receivable - trade, net of allowances	$ 5,019,988	$ 3,089,932

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Inventories (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Inventory Disclosure [Abstract]
Inventories write off	$ 0	$ 29,913

XML

Inventories - Schedule of Inventories (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Inventory Disclosure [Abstract]
Finished goods	$ 3,351,160	$ 4,611,973
Spare parts	227,091	187,158
Reserve for inventory obsolescence	(91,041)	(172,562)
Inventories, net	$ 3,487,210	$ 4,626,569

XML

Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Prepaid expenses and other current assets	$ 1,978,291	$ 388,006
Prepayments to Vendors [Member]
Prepaid expenses and other current assets	1,746,602	295,448
Employee Receivables [Member]
Prepaid expenses and other current assets		6,203
Prepaid Local Taxes [Member]
Prepaid expenses and other current assets		1,015
Prepaid and Refundable Income Taxes [Member]
Prepaid expenses and other current assets	1,428	33,435
Prepaid Insurance [Member]
Prepaid expenses and other current assets	78,964
Prepaid Licenses and Other [Member]
Prepaid expenses and other current assets	$ 151,297	$ 51,905

XML

Property and Equipment (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 10,298	$ 20,841

XML

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)	6 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Property and equipment, at cost	$ 371,504	$ 67,181
Accumulated depreciation	(47,727)	(32,429)
Property and equipment, net of accumulated depreciation	$ 323,777	29,752
Building [Member]
Useful lives	50 years
Property and equipment, at cost	$ 205,944
Building Improvements [Member]
Useful lives	15 years
Property and equipment, at cost	$ 9,997
Leasehold Improvements [Member]
Property and equipment, at cost	$ 82,060	3,355
Leasehold Improvements [Member] | Minimum [Member]
Useful lives	9 years
Leasehold Improvements [Member] | Maximum [Member]
Useful lives	10 years
Office Equipment [Member]
Property and equipment, at cost	$ 31,018	21,341
Office Equipment [Member] | Minimum [Member]
Useful lives	2 years
Office Equipment [Member] | Maximum [Member]
Useful lives	7 years
Other Equipment [Member]
Useful lives	5 years
Property and equipment, at cost	$ 42,485	$ 42,485

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Intangible Assets and Goodwill (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 371,340	$ 354,069

XML

Intangible Assets and Goodwill - Schedule of Intangible Assets and Goodwill (Details) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 22, 2018	Dec. 31, 2017
Intangible assets, at cost	$ 8,284,640		$ 7,189,723
Accumulated amortization	(1,434,505)		(1,063,165)
Intangible assets, net of accumulated amortization	6,850,135		6,126,558
Goodwill	4,404,658		4,181,991
Qwizdom, Inc [Member]
Goodwill	222,667	$ 222,667
Mimio [Member]
Goodwill	44,931		44,931
Boxlight [Member]
Goodwill	$ 4,137,060		4,137,060
Patents [Member]
Useful lives	10 years
Intangible assets, at cost	$ 401,396		67,395
Customer Relationships [Member]
Useful lives	10 years
Intangible assets, at cost	$ 3,996,543		3,567,396
Trademarks [Member]
Useful lives	10 years
Intangible assets, at cost	$ 3,872,746		3,554,932
Domain [Member]
Useful lives	15 years
Intangible assets, at cost	$ 13,955

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Debt (Details Narrative) - USD ($)								1 Months Ended	3 Months Ended		6 Months Ended
	Jun. 22, 2018	May 16, 2018	Nov. 29, 2017	Aug. 15, 2017	Jun. 03, 2016	Jan. 16, 2015	May 21, 2014	Nov. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Gain on settlement									$ 103,560		$ 129,298
Auditor fee								$ 67,826
Interest expenses									207,271	$ 106,607	354,199	$ 275,698
Mark Elliott [Member]
Debt interest rate percentage						10.00%
Notes payable									50,000		50,000		$ 50,000
Accrued interest									17,288		17,288		14,808
Debt maturity date						Dec. 31, 2018
Debt instrument conversion price						$ 6.28
Convertible notes payable						$ 50,000
Percentage of discount stock price						20.00%
Sallyport Commercial Finance, LLC [Member]
Notes payable									1,081,754		1,081,754
Accrued interest									0		0
Interest expenses											286,919
Qwizdom, Inc [Member]
Debt interest rate percentage	8.00%
Notes payable	$ 656,000
Accrued interest									1,150		1,150
Debt instrument principal amount	$ 656,000								656,000		656,000
Debt issued common stock, shares	142,857
Percentage for shareholders	100.00%
Long term note payable									109,333		109,333
Qwizdom, Inc [Member] | Class A Common Stock [Member]
Debt maturity date	Jul. 31, 2021
Debt instrument, description	The first quarterly payment is due on the last business day of March 2019 and subsequent quarterly payments are to be made on the last business day of the 6th, 9th and 12th calendar month and quarterly thereafter until the "Maturity Date".
Proceeds from financing	$ 10,000,000
Line of Credit Agreement [Member] | Logical Choice Corporation [Member]
Notes payable									54,000		54,000		54,000
Line of credit maximum borrowing capacity							$ 500,000
Accrued interest rate percentage							10.00%
Accrued interest									$ 18,594		$ 18,594		$ 15,916
Debt maturity date							May 21, 2018
Line of Credit Agreement [Member] | Sallyport Commercial Finance, LLC [Member]
Purchase of eligible accounts receivable percentage				85.00%
Minimum monthly draw				$ 1,250,000
Line of credit maximum borrowing capacity				6,000,000
Auditor fee				$ 950
Line of Credit Agreement [Member] | Sallyport Commercial Finance, LLC [Member] | Maximum [Member] | Prime Rate [Member]
Accrued interest rate percentage				4.00%
Accrued interest rate				4.25%
Unsecured Promissory Note Agreement [Member] | Harbor Gates Capital [Member]
Debt interest rate percentage		7.00%
Notes payable		$ 500,000
Accrued interest		4,315
Debt instrument principal amount		$ 500,000
Debt maturity date		Feb. 16, 2019
Unsecured Promissory Note Agreement [Member] | Harbor Gates Capital [Member] | Class A Common Stock [Member]
Debt issued common stock, shares		5,715
Debt issued common stock, value		$ 56,236
Debt instrument conversion price		$ 4.00
AHA Note [Member]
Proceeds from promissory note					$ 1,895,413
Settle unpaid accounts payable					$ 1,866,418
Debt interest rate percentage					6.50%
Repayment of principal amount					$ 236,926
AHA Note [Member] | Settlement Agreement [Member]
Repayment of principal amount			$ 41,667
Notes payable			500,000
Gain on settlement			304,913
Repayment of debt amount			$ 250,000

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Debt - Schedule of Debt (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Total short-term debt -third parties	$ 1,581,754	$ 752,449
Total short-term debt -related parties	163,333	54,000
Total debt	2,341,754	856,449
Note Payable - AHA [Member]
Total short-term debt -third parties		250,000
Accounts Receivable Financing - Sallyport Commercial [Member]
Total short-term debt -third parties	1,081,754	502,449
Note Payable-Harbor Gates Capitall [Member]
Total short-term debt -third parties	500,000
Note Payable - Logical Choice Corporation - Delaware [Member]
Total short-term debt -related parties	54,000	54,000
Current Portion of Long-term Debt - Qwizdom Shareholders [Member]
Total short-term debt -related parties	109,333
Convertible Note Payable - Mark Elliott [Member]
Total notes payable - related parties	50,000	50,000
Note Payable - Qwizdom shareholders [Member]
Total notes payable - related parties	$ 546,667

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Derivative Liabilities - Schedule of Fair Value of Derivative Liabilities (Details Narrative) - Binomial Option Pricing Model [Member]	6 Months Ended
	Jun. 30, 2018 $ / shares shares
Common stock issuable upon exercise of warrants | shares	1,112,476
Market Value of Common Stock on Measurement Date [Member]
Fair value assumptions, measurement input, per share	$ 5.11
Exercise Price [Member] | Minimum [Member]
Fair value assumptions, measurement input, per share	3.94
Exercise Price [Member] | Maximum [Member]
Fair value assumptions, measurement input, per share	$ 5.79
Risk free Interest Rate [Member] | Minimum [Member]
Fair value assumptions, measurement input, percentages	2.43%	[1]
Risk free Interest Rate [Member] | Maximum [Member]
Fair value assumptions, measurement input, percentages	2.63%	[1]
Expected Life in Years [Member] | Minimum [Member]
Fair value assumptions, measurement input, term	1 year 6 months
Expected Life in Years [Member] | Maximum [Member]
Fair value assumptions, measurement input, term	3 years 6 months
Expected Volatility [Member] | Minimum [Member]
Fair value assumptions, measurement input, percentages	68.00%	[2]
Expected Volatility [Member] | Maximum [Member]
Fair value assumptions, measurement input, percentages	72.00%	[2]
Expected Dividend Yields [Member]
Fair value assumptions, measurement input, percentages	0.00%	[3]

[1] The risk-free interest rate was determined by management using the applicable Treasury Bill as of the measurement date.

[2] The historical trading volatility was determined by calculating the volatility of the Company's peers common stock.

[3] The Company does not expect to pay a dividend in the foreseeable future.

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Derivative Liabilities - Schedule of Change in Derivative Liabilities (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative liabilities, beginning balance			$ 1,857,252
Initial valuation of derivative liabilities upon issuance of warrants			131,074
Cancellation of warrants			(1,253,140)
Change in fair value of derivative liabilities	$ 2,191,677		1,156,518
Derivative liabilities, Ending balance	$ 1,891,704		$ 1,891,704

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Equity (Details Narrative) - USD ($)										1 Months Ended	6 Months Ended
	Jun. 22, 2018	Jun. 22, 2018	Jun. 16, 2018	May 16, 2018	May 15, 2018	May 09, 2018	Apr. 13, 2018	Mar. 20, 2018	Jan. 08, 2018	Jan. 31, 2015	Jun. 30, 2018	Jun. 15, 2018	Dec. 31, 2017
Preferred stock, shares authorized											50,000,000		50,000,000
Preferred stock, par value											$ 0.0001		$ 0.0001
Number of options exercised											29,200
Board of Directors [Member]
Preferred stock designated											48,280,000
K Laser [Member]
Number of shares issued during period									60,000
Number of shares issued during period, value									$ 420,000
Share issued price per share									$ 7.00
Tysadco [Member]
Number of shares issued during period			694		416		1,015
Share issued price per share					$ 9.62		$ 3.94					$ 5.76
Cohuborate [Member]
Number of shares issued during period						257,200
Share issued price per share						$ 5.58
Percentage for acquisition						100.00%
Third-party Lender [Member]
Number of shares issued during period				5,715
Share issued price per share				$ 9.84
Chief Financial Officer [Member]
Number of options exercised								29,200
Number of options exercised, value								$ 3
Qwizdom, Inc [Member]
Number of shares acquire during period	142,857
Number of shares issued during period		142,857
Share issued price per share	$ 5.80	$ 5.80
Percentage for acquisition	100.00%	100.00%
Series A Preferred Stock [Member]
Preferred voting shares											250,000 shares of non-voting
Preferred stock, par value											$ 0.0001
Preferred non voting shares											250,000 shares of non-voting
Series B Preferred Stock [Member]
Preferred voting shares											1,200,000 shares of voting
Preferred stock, par value											$ 0.0001
Number of shares acquire during period											1,000,000
Series C Preferred Stock [Member]
Preferred voting shares											270,000 shares of voting
Preferred stock, par value											$ 0.0001
Number of shares acquire during period											270,000
Class A Common Stock [Member]
Preferred voting shares										150,000,000 shares of Class A voting common stock
Common stock, shares issued											10,056,094		9,558,997
Common stock, shares outstanding											10,056,094		9,558,997
Class B Non Voting Common Stock [Member]
Preferred voting shares										50,000,000 shares of Class B non-voting common stock
Class B Common Stock [Member]
Common stock, shares outstanding

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Share-Based Compensation (Details Narrative) - USD ($)							6 Months Ended
	Jun. 22, 2018	Apr. 02, 2018	Mar. 29, 2018	Mar. 19, 2018	Feb. 14, 2018	Jan. 02, 2018	Jun. 30, 2018	Jun. 30, 2017	May 31, 2018	Sep. 19, 2014
Option vested years						1 year
Option expiration term						5 years	2 years 1 month 13 days
Options intrinsic value							$ 2,300,000
Number of stock options granted						100,000	987,500
Option purchase price per share						$ 5.01
Fair value of option						$ 689,000
Expected dividends							0.00%
Additional contribution for settlement of liabilities							$ 1,149,580
Gain from settlement of liabilities							103,560
Stock compensation expense							1,100,000
Unrecognized compensation expense							$ 2,400,000
Warrant [Member]
Option vested years		4 years
Expected dividends							0.00%
Warrant expiration term		5 years
Fair value to warrants	$ 930,000	$ 12,000
Warrant, description	The warrants are exercisable by the holder only after October 1, 2018 and expires on December 31, 2021.
Warrant expiration, date	Dec. 31, 2021
Stock compensation expense							$ 131,000
Warrant One [Member]
Warrants purchased to common stock	270,000						796,047
Warrant exercise price							$ 3.94
Warrant Two [Member]
Warrants purchased to common stock	25,000						316,429
Warrant exercise price							$ 5.79
Class A Common Stock [Member]
Warrants purchased to common stock		5,000							289,253
Strike price	$ 6.00	$ 4.76							$ 3.94
Qwizdom, Inc [Member]
Option vested years	4 years
Option expiration term	10 years
Number of stock options granted	60,000
Option purchase price per share	$ 5.78
Fair value of option	$ 214,000
President [Member]
Number of stock options granted						300,000
Chief Executive Officer [Member]
Number of stock options granted						300,000
Former Chief Financial Officer [Member]
Number of stock options granted						300,000
Chief Operating Officer [Member]
Option vested years						1 year
Option expiration term						5 years
Number of stock options granted						200,000
Option purchase price per share						$ 5.01
Fair value of option						$ 459,000
Employee [Member]
Option vested years					4 years
Option expiration term					5 years
Number of stock options granted					367,500
Option purchase price per share					$ 5.40
Fair value of option					$ 998,000
Chief Financial Officer [Member]
Option vested years				1 year
Option expiration term				5 years
Number of stock options granted				35,000
Option purchase price per share				$ 4.00
Fair value of option				$ 65,000
Board of Directors [Member]
Option vested years			1 year
Option expiration term			5 years
Number of stock options granted			25,000
Option purchase price per share			$ 4.06
Fair value of option			$ 47,000
Stock Options [Member]
Option vested years							4 years
Option expiration term							5 years
Minimum [Member]
Discount rate							2.01%
Expected life							3 years
Volatility range							66.00%
Minimum [Member] | Warrant [Member]
Discount rate							2.37%
Expected life							3 years 6 months 10 days
Volatility range							65.00%
Maximum [Member]
Discount rate							2.45%
Expected life							3 years 9 months
Volatility range							68.00%
Maximum [Member] | Warrant [Member]
Discount rate							2.65%
Expected life							4 years
Volatility range							75.00%
2014 Stock Option Plan [Member]
Number of shares reserved for future issuance							661,526
Directors Officers Key Employees Consultants [Member]
Share based compensation stock option available for grant										2,390,438
Borad of Directors [Member] | Minimum [Member]
Share based compensation stock option available for grant							300,000
Borad of Directors [Member] | Maximum [Member]
Share based compensation stock option available for grant							2,690,438

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Share-Based Compensation - Schedule of Stock Option Activities (Details) - $ / shares		6 Months Ended
	Jan. 02, 2018	Jun. 30, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Shares Outstanding, Beginning balance		812,574
Shares, Granted	100,000	987,500
Shares, Exercised		(29,200)
Shares, Cancelled		(71,162)
Shares Outstanding, Ending balance		1,699,712
Shares Exercisable		769,934
Weighted-Average Exercise Price, Outstanding, Beginning		$ 3.01
Weighted-Average Exercise Price, Granted		5.14
Weighted-Average Exercise Price, Exercised		0.0001
Weighted-Average Exercise Price, Cancelled		4.69
Weighted-Average Exercise Price, Outstanding, Ending		4.21
Weighted-Average Exercise Price, Exercisable		$ 3.00
Weighted-Average Remaining Contractual Terms (in Years), Outstanding Beginning		5 years 7 months 21 days
Weighted-Average Remaining Contractual Terms (in Years), Granted		0 years
Weighted-Average Remaining Contractual Terms (in Years), Exercised		0 years
Weighted-Average Remaining Contractual Terms (in Years), Cancelled		0 years
Weighted-Average Remaining Contractual Terms (in Years), Outstanding Ending		5 years 15 days
Weighted-Average Remaining Contractual Terms (in Years), Exercisable		5 years 2 months 27 days

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Share-Based Compensation - Schedule of Stock Warrant Activities (Details) - $ / shares		6 Months Ended
	Jan. 02, 2018	Jun. 30, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Warrant Outstanding, Beginning balance		1,070,717
Warrant Granted		386,012
Warrant Cancelled		(289,253)
Warrant Outstanding, ending balance		1,167,476
Warrant Exercisable ending balance		817,789
Weighted Average Exercise Price beginning balance		$ 7.57
Weighted Average Exercise Price Granted		$ 5.96
Weighted Average Exercise Price Cancelled		3.94
Weighted Average Exercise Price ending balance		$ 4.44
Weighted Average Exercise Price exercisable ending balance		$ 3.99
Weighted Average Remaining Contractual Term beginning balance	5 years	2 years 1 month 13 days
Weighted Average Remaining Contractual Term Granted		3 years 6 months
Weighted Average Remaining Contractual Term Cancelled		1 year 6 months
Weighted Average Remaining Contractual Term ending balance		2 years 1 month 20 days
Weighted Average Remaining Contractual Term excercisable ending balance		1 year 6 months 3 days

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Share-Based Compensation - Schedule of Stock Compensation expenses (Details) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Total stock compensation expense	$ 1,110,644	$ 84,531
Stock Options [Member]
Total stock compensation expense	967,597	84,531
Warrants [Member]
Total stock compensation expense	131,047
Common Stock [Member]
Total stock compensation expense	$ 12,000

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Other Related Party Transactions (Details Narrative) - USD ($)		6 Months Ended		12 Months Ended
	Jan. 31, 2018	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Percentage of annual management fee payable in cash	0.375%
Revenues	$ 250,000
Everest Display, Inc [Member]
Payments to acquire products		$ 2,701,899	$ 2,023,654
Proceeds from sale		5,100	$ 19,688
Accounts payable		4,871,000		$ 4,325,000
Management Agreement [Member]
Accounts payable		$ 202,755		$ 35,632
IPO [Member]
Percentage of annual management fee payable in cash				1.125%
Annual fee for future				$ 750,000
IPO [Member] | December 31, 2018 [Member]
Percentage of annual management fee payable in cash		1.125%
Annual fee for future		$ 750,000

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Commitments and Contingencies (Details Narrative) - USD ($)			1 Months Ended				6 Months Ended
	Jan. 30, 2018	Jun. 01, 2017	Nov. 30, 2017	Apr. 30, 2017	Feb. 29, 2016	Jul. 31, 2015	Jun. 30, 2018	Jun. 30, 2017	Jan. 29, 2018
Commitments and Contingencies Disclosure [Abstract]
Lawsuit against company amount		$ 1,460,508		$ 2,180,881		$ 72,000
Litigation settlement amount					$ 43,000
Increase decrease litigation settlement					70,000
Interest and court costs					$ 2,300
Indebted balance									$ 39,000
Gain from the settlement	$ 26,000
Outstanding debt and accrued interest			$ 1,460,508
Attorney fees			$ 67,826
Rent expense							$ 134,700	$ 140,700

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Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details)	Jun. 30, 2018 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2018	$ 130,000
2019	40,400
Net Minimum Lease Payments	$ 170,400

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Customer and Supplier Concentration (Details Narrative)	6 Months Ended
	Jun. 30, 2018
Risks and Uncertainties [Abstract]
Concentration risk, description	Significant customers and suppliers are those that account for greater than 10% of the Company’s revenues and purchases.

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Customer and Supplier Concentration - Schedule of Concentration Risk (Details)	6 Months Ended
	Jun. 30, 2018 USD ($)
Revenue [Member] | Customer One [Member]
Concentration risk percentage	29.00%
Accounts Receivable [Member] | Customer One [Member]
Accounts receivable	$ 1,017,000
Purchases [Member] | Vendor One [Member]
Concentration risk percentage	40.00%
Purchases [Member] | Vendor Two [Member]
Concentration risk percentage	28.00%	[1]
Purchases [Member] | Vendor Three [Member]
Concentration risk percentage	16.00%
Accounts payable	$ (888,000)
Accounts Payable [Member] | Vendor One [Member]
Accounts payable	(343,000)
Accounts Payable [Member] | Vendor Two [Member]
Accounts payable	$ 4,871,000	[1]

[1] EDI, a related party. See note 13.

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Subsequent Events (Details Narrative) - USD ($)			6 Months Ended
	Jul. 15, 2018	Jul. 03, 2018	Jun. 30, 2018	Jun. 30, 2017
Debt instrument conversion value				$ 1,500,000
Subsequent Event [Member] | Mark Elliott [Member]
Debt instrument conversion value		$ 50,000
Subsequent Event [Member] | Consultant [Member] | Class A Common Stock [Member]
Number of common stock issued	962
Share issued price per shares	$ 4.16