Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2019 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | MediXall Group, Inc. |
Entity Central Index Key | 0001601280 |
Document Type | S-1 |
Document Period End Date | Jun. 30, 2019 |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Small Business | true |
Entity Ex Transition Period | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS: | |||
Cash | $ 50,685 | $ 201,509 | $ 191,440 |
Accounts receivable - related party | 44,880 | 160,590 | 21,791 |
Total current assets | 95,565 | 362,099 | 213,231 |
Furniture and equipment, net | 17,086 | 15,164 | 11,017 |
Right-of-use lease asset | 146,719 | ||
Website and development costs | 356,704 | 351,457 | 163,874 |
Total assets | 616,074 | 728,720 | 388,122 |
CURRENT LIABILITIES: | |||
Accounts payable and accrued expenses | 192,023 | 163,828 | 304,821 |
Accounts payable and accrued expenses - related party | 21,931 | 21,931 | 77,531 |
Operating lease liability | 66,970 | ||
Total current liabilities | 280,924 | 185,759 | 382,352 |
Operating lease liability | 82,451 | ||
Total liabilities | 363,375 | 185,759 | 382,352 |
Commitment and contingency (Notes 7 and 8) | |||
STOCKHOLDERS' EQUITY: | |||
Convertible Preferred Series A stock, $0.001 par value, 5,000,000 authorized; 264,894 issued and outstanding | 265 | 265 | 265 |
Common Stock, $0.001 Par Value 750,000,000 shares authorized; 73,705,054 shares issued and outstanding as of June 30, 2018 and 69,642,554 shares issued and outstanding in 2018 and 60,337,382 shares issued and outstanding in 2017 | 73,705 | 69,492 | 60,337 |
Additional paid-in capital | 11,822,325 | 10,702,037 | 7,190,572 |
Accumulated deficit | (11,643,596) | (10,228,833) | (7,245,404) |
Total stockholders' equity | 252,699 | 542,961 | 5,770 |
Total liabilities and stockholders' equity | $ 616,074 | $ 728,720 | $ 388,122 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | |||
Convertible Preferred Series A stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Convertible Preferred Series A stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Convertible Preferred Series A stock, shares issued | 264,894 | 264,894 | 264,894 |
Convertible Preferred Series A stock, shares outstanding | 264,894 | 264,894 | 264,894 |
Common Stock, Par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 750,000,000 | 750,000,000 | 750,000,000 |
Common Stock, shares issued | 73,705,054 | 69,642,554 | 60,337,382 |
Common Stock, shares outstanding | 73,705,054 | 69,642,554 | 60,337,382 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||||||
Revenue | $ 1,114 | $ 1,173 | $ 1,446 | $ 1,173 | $ 1,858 | $ 22,232 |
Operating Expenses | ||||||
Professional fees | 118,979 | 52,341 | 316,824 | 104,791 | 396,112 | 166,165 |
Professional fees - related party | 37,550 | 30,000 | 130,550 | 60,000 | 100,000 | 148,000 |
Management fee - related party | 120,000 | 75,000 | 240,000 | 150,000 | 300,000 | 305,000 |
Personnel related expenses | 302,270 | 355,570 | 557,046 | 1,123,745 | 1,711,407 | 836,625 |
Impairment of website and development cost | 86,670 | |||||
Other selling, general and administrative | 92,680 | 104,326 | 171,789 | 190,564 | 391,098 | 123,847 |
Total Operating Expenses | 671,479 | 617,237 | 1,416,209 | 1,629,100 | 2,985,287 | 1,579,637 |
Loss before income taxes | (670,365) | (616,064) | (1,414,763) | (1,627,927) | (2,983,429) | (1,557,405) |
Income taxes | ||||||
Net Loss | $ (670,365) | $ (616,064) | $ (1,414,763) | $ (1,627,927) | $ (2,983,429) | $ (1,557,405) |
Net loss per common share - basic and diluted | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.03) | $ (0.05) | $ (0.03) |
Weighted average number of common shares outstanding during the years - basic and diluted | 72,929,763 | 64,670,884 | 71,977,253 | 63,245,666 | 65,012,738 | 54,842,727 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Series A Voting Preferred Stock | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2016 | $ 265 | $ 46,871 | $ 4,742,308 | $ (5,687,999) | $ (898,555) |
Balance, Shares at Dec. 31, 2016 | 264,894 | 46,870,962 | |||
Proceeds received pursuant to Private Placement Memorandum, net of offering costs | $ 13,466 | 2,448,264 | 2,461,730 | ||
Proceeds received pursuant to Private Placement Memorandum, Shares | 13,466,420 | ||||
Common stock issued to settle legal matter | |||||
Net Loss | (1,557,405) | (1,557,405) | |||
Balance at Dec. 31, 2017 | $ 265 | $ 60,337 | 7,190,572 | (7,245,404) | 5,770 |
Balance, Shares at Dec. 31, 2017 | 264,894 | 60,337,382 | |||
Proceeds received pursuant to Private Placement Memorandum, net of offering costs | $ 2,144 | 638,467 | 640,611 | ||
Proceeds received pursuant to Private Placement Memorandum, Shares | 2,144,163 | ||||
Common stock issued for services | $ 865 | 518,135 | 519,000 | ||
Common stock issued for services, Shares | 865,000 | ||||
Net Loss | (1,011,863) | (1,011,863) | |||
Balance at Mar. 31, 2018 | $ 265 | $ 63,346 | 8,347,174 | (8,257,267) | 153,518 |
Balance, Shares at Mar. 31, 2018 | 264,894 | 63,346,545 | |||
Balance at Dec. 31, 2017 | $ 265 | $ 60,337 | 7,190,572 | (7,245,404) | 5,770 |
Balance, Shares at Dec. 31, 2017 | 264,894 | 60,337,382 | |||
Common stock issued to settle legal matter | |||||
Net Loss | (1,627,927) | ||||
Balance at Jun. 30, 2018 | $ 265 | $ 65,596 | 9,409,893 | (8,873,331) | 602,423 |
Balance, Shares at Jun. 30, 2018 | 264,894 | 65,596,954 | |||
Balance at Dec. 31, 2017 | $ 265 | $ 60,337 | 7,190,572 | (7,245,404) | 5,770 |
Balance, Shares at Dec. 31, 2017 | 264,894 | 60,337,382 | |||
Proceeds received pursuant to Private Placement Memorandum, net of offering costs | $ 7,632 | 2,509,223 | 2,516,855 | ||
Proceeds received pursuant to Private Placement Memorandum, Shares | 7,632,231 | ||||
Common stock issued for services | $ 1,663 | 996,102 | 997,765 | ||
Common stock issued for services, Shares | 1,662,941 | ||||
Common stock issued to settle legal matter | $ 10 | 5,990 | 6,000 | ||
Common stock issued to settle legal matter, Shares | 10,000 | ||||
Net Loss | (2,983,429) | (2,983,429) | |||
Balance at Dec. 31, 2018 | $ 265 | $ 69,642 | 10,701,887 | (10,228,833) | 542,961 |
Balance, Shares at Dec. 31, 2018 | 264,894 | 69,642,554 | |||
Balance at Mar. 31, 2018 | $ 265 | $ 63,346 | 8,347,174 | (8,257,267) | 153,518 |
Balance, Shares at Mar. 31, 2018 | 264,894 | 63,346,545 | |||
Proceeds received pursuant to Private Placement Memorandum, net of offering costs | $ 1,917 | 863,052 | 864,969 | ||
Proceeds received pursuant to Private Placement Memorandum, Shares | 1,917,076 | ||||
Common stock issued for services | $ 333 | 199,667 | 200,000 | ||
Common stock issued for services, Shares | 333,333 | ||||
Net Loss | (616,064) | (616,064) | |||
Balance at Jun. 30, 2018 | $ 265 | $ 65,596 | 9,409,893 | (8,873,331) | 602,423 |
Balance, Shares at Jun. 30, 2018 | 264,894 | 65,596,954 | |||
Balance at Dec. 31, 2018 | $ 265 | $ 69,642 | 10,701,887 | (10,228,833) | 542,961 |
Balance, Shares at Dec. 31, 2018 | 264,894 | 69,642,554 | |||
Proceeds received pursuant to Private Placement Memorandum, net of offering costs | $ 2,351 | 605,523 | 607,874 | ||
Proceeds received pursuant to Private Placement Memorandum, Shares | 2,351,000 | ||||
Common stock issued for services | $ 240 | 124,760 | 125,000 | ||
Common stock issued for services, Shares | 240,000 | ||||
Net Loss | (744,398) | (744,398) | |||
Balance at Mar. 31, 2019 | $ 265 | $ 72,233 | 11,432,170 | (10,973,231) | 531,437 |
Balance, Shares at Mar. 31, 2019 | 264,894 | 72,233,554 | |||
Balance at Dec. 31, 2018 | $ 265 | $ 69,642 | 10,701,887 | (10,228,833) | 542,961 |
Balance, Shares at Dec. 31, 2018 | 264,894 | 69,642,554 | |||
Common stock issued to settle legal matter | |||||
Net Loss | (1,414,763) | ||||
Balance at Jun. 30, 2019 | $ 265 | $ 73,705 | 11,822,325 | (11,643,596) | 252,699 |
Balance, Shares at Jun. 30, 2019 | 264,894 | 73,705,054 | |||
Balance at Mar. 31, 2019 | $ 265 | $ 72,233 | 11,432,170 | (10,973,231) | 531,437 |
Balance, Shares at Mar. 31, 2019 | 264,894 | 72,233,554 | |||
Proceeds received pursuant to Private Placement Memorandum, net of offering costs | $ 1,472 | 390,155 | 391,627 | ||
Proceeds received pursuant to Private Placement Memorandum, Shares | 1,471,500 | ||||
Net Loss | (670,365) | (670,365) | |||
Balance at Jun. 30, 2019 | $ 265 | $ 73,705 | $ 11,822,325 | $ (11,643,596) | $ 252,699 |
Balance, Shares at Jun. 30, 2019 | 264,894 | 73,705,054 |
CONSOLIDATED STATEMENT OF CHA_2
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Stockholders' Equity [Abstract] | ||||||
Offering costs | $ 0 | $ 0 | $ 167,670 | $ 103,500 | $ 309,783 | $ 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net Loss | $ (1,414,763) | $ (1,627,927) | $ (2,983,429) | $ (1,557,405) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 2,000 | 2,000 | 3,145 | 487 |
Common stock issued as compensation for services | 95,000 | 719,000 | 997,765 | |
Common stock issued to settle legal matter | 6,000 | |||
Impairment of website and development cost | 86,670 | |||
Changes in operating assets and liabilities: | ||||
Accounts payable and accrued expenses | 58,195 | (113,527) | (140,993) | (174,106) |
Accounts payable and accrued expenses - related party | (194,045) | (55,600) | (467,068) | |
Accounts receivable - related party | 115,710 | (84,355) | (138,799) | (21,791) |
Right-of-use lease asset | 32,622 | |||
Operating lease liability | (29,920) | |||
Net cash used in operating activities | (1,141,156) | (1,298,854) | (2,225,241) | (2,219,883) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchase of furniture and equipment | (3,922) | (6,223) | (7,292) | (11,504) |
Website development costs | (5,247) | (90,029) | (274,253) | (163,874) |
Net cash used in investing activities | (9,169) | (96,252) | (281,545) | (175,378) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from the sale of common stock, net of offering costs | 999,501 | 1,505,580 | 2,516,855 | 2,461,730 |
Net (decrease) increase in cash | (150,824) | 110,474 | 10,069 | 66,469 |
Cash at beginning of year | 201,509 | 191,440 | 191,440 | 124,971 |
Cash at end of year | 50,685 | 301,914 | 201,509 | 191,440 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
Cash paid during the year: Interest | ||||
Cash paid during the year: Income taxes | ||||
Non-cash transactions: | ||||
Reclassification of stock compensation from accounts payable and accrued expenses to common stock | 30,000 | |||
Right-of-use lease asset obtained in exchange for operating lease liabilities | $ 179,341 |
Organization and Nature of Oper
Organization and Nature of Operations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Organization Going Concern And Summary Of Significant Accounting Policies | ||
Organization and Nature of Operations | Note 1 - Organization and Nature of Operations MediXall Group, Inc. (the "Company “or “MediXall”) was incorporated on December 21, 1998 under the laws of the State of Nevada under the name of IP Gate, Inc. The Company had various name changes since, to reflect changes in the Company’s operating strategies. MediXall is a technology and innovation-driven organization that has developed a new generation healthcare marketplace platform to address the growing needs of self-pay and high deductible consumers for greater transparency and price competition in their healthcare costs. The cloud-based MediXall.com platform connects patients with healthcare providers and wellness services. The Company’s targeted marketplace is Florida, with plans for a nationwide roll-out. Further discussion on our operations, mission, and initiatives can be found in the Management’s Discussion and Analysis section of this report. The Company has the following wholly-owned subsidiaries: (1) IHL of Florida, Inc., which is dormant (2) Medixall Financial Group, which connects patients and practitioners with third party lenders (3) Medixaid, Inc. which is dormant and (4) MediXall.com, Inc. which was established to carry out the development and operation of our healthcare marketplace platform. | Note 1 – Organization and Nature of Operations MediXall Group, Inc. (the "Company “or “MediXall”) was incorporated on December 21, 1998 under the laws of the State of Nevada under the name of IP Gate, Inc. The Company had various name changes since, to reflect changes in the Company’s operating strategies. MediXall is a technology and innovation-driven organization that has developed a new generation healthcare marketplace platform to address the growing need of self-pay and high deductible consumers for greater transparency and price competition in their healthcare costs. The cloud-based MediXall.com platform connects patients with high-quality healthcare providers and wellness services. The Company’s targeted marketplace is Florida, with plans for a nationwide roll-out. Further discussion on our operations, mission, and initiatives can be found in the Management’s Discussion and Analysis section of this report. The Company has the following wholly-owned subsidiaries: (1) IHL of Florida, Inc., which does not have an active line of business and is virtually dormant (2) Medixall Financial Group, which connects patients and practitioners with third party lenders and (3) Medixaid, Inc. Medixaid, Inc. has a wholly-owned subsidiary, Medixaid Provider Network, Inc, which were established to carry out our primary line of business which is the development and operation of our healthcare marketplace platform. |
Going Concern
Going Concern | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Numerator: | ||
Going Concern | Note 2 – Going Concern The Company began generating nominal revenue in 2019 and 2018. The Company has an accumulated deficit of $11,643,596 at June 30, 2019, and does not have sufficient operating cash flows. The accompanying condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplates continuation of the Company as a going concern, which is dependent upon the Company’s ability to establish itself as a profitable business. In its report with respect to the Company’s consolidated financial statements for the years ended December 31, 2018 and 2017 as included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on May 16, 2019, the Company’s independent auditors expressed substantial doubt about the Company’s ability to continue as a going concern. Because the Company has generated minimal revenues from its planned operations, its ability to continue as a going concern is wholly dependent upon its ability to obtain additional financing. Since inception, the Company has funded operations through short-term borrowings, related party loans, and the proceeds from equity sales in order to meet its strategic objectives. The Company's future operations are dependent upon its ability to generate revenues along with additional external funding as needed. However, there can be no assurance that the Company will be able to obtain sufficient funds to continue the development of its business plan. Subsequent to June 30, 2019, the Company has issued 200,000 shares of its common stock for total proceeds of $60,000. In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. These condensed consolidated financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying condensed consolidated financial statements. | Note 2 – Going Concern The Company has an accumulated deficit of $10,228,833 at December 31, 2018, and does not have sufficient operating cash flows. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which is dependent upon the Company’s ability to establish itself as a profitable business. Since the Company has generated minimal revenues from its planned operations, its ability to continue as a going concern is wholly dependent upon its ability to obtain additional financing. Since inception, the Company has funded operations through short-term borrowings, related party loans, and the proceeds from equity sales in order to meet its strategic objectives. The Company's future operations are dependent upon its ability to generate revenues along with additional external funding as needed. However, there can be no assurance that the Company will be able to obtain sufficient funds to continue the development of its business plan. Subsequent to December 31, 2018, the Company has issued 2,993,500 shares for total proceeds of $861,000. In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. These consolidated financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Summary Of Significant Accounting Policies | ||
Summary of Significant Accounting Policies | Note 3 - Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited, condensed consolidated financial statements of the Company have been prepared in accordance with GAAP for interim financial information, and the SEC rules for interim financial reporting. Certain information and footnote disclosures normally included in the condensed consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. However, in the opinion of management, the accompanying interim condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the Company’s condensed consolidated financial position as of June 30, 2019 and the condensed consolidated results of operations and cash flows for the periods presented. The condensed consolidated results of operations for interim periods are not necessarily indicative of the results of operations to be expected for any subsequent interim period or for the fiscal year ended December 31, 2019. The accompanying unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2018 included in the Company’s Form 10-K, which was filed with the SEC on May 16, 2019. Principles of Consolidation These condensed consolidated financial statements presented are those of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-conforming events. Accordingly, the actual results could differ significantly from estimates. A material estimate that is particularly susceptible to significant change in the near-term relate to the determination of the impairment of website and development cost. The Company uses various assumptions and actuarial data it believes to be reasonable under the circumstances to make this estimate. Although considerable variability is likely to be inherent in this estimate, management believes that the amount provided is reasonable. This estimate is continually reviewed and adjusted if necessary. Such adjustment is reflected in current operations. Risks and Uncertainties The Company's operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure. Furniture and equipment, net Furniture and equipment are carried at cost, less accumulated depreciation. Major improvements are capitalized, while repair and maintenance are expensed when incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in operations for the period. Depreciation is computed on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are: Estimated Useful Lives Equipment 5 years Furniture 5-10 years Fair Value Measurement The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. The Company has no assets or liabilities valued with Level 1 inputs. Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. The Company has no assets or liabilities valued with Level 2 inputs. Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s website and development costs are the only assets or liabilities valued with Level 3 inputs. Fair Value of Financial Instruments The carrying value of cash approximates its fair value because of the short-term nature of these instruments and their liquidity. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. Income Taxes The Company accounts for income taxes using the liability method prescribed by ASC 740, "Income Taxes". Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. Pursuant to accounting standards related to the accounting for uncertainty in income taxes, the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more- likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than -not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de- recognized in the first subsequent financial reporting period in which the threshold is no longer met. The accounting standard also provides guidance on de- recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. The Company assessed its earnings history, trends, and estimates of future earnings, and determined that the deferred tax asset could not be realized as of June 30, 2019. Accordingly, a valuation allowance was recorded against the net deferred tax asset. Revenue Recognition The Company records revenue when all of the following have occurred; (1) persuasive evidence of an arrangement exists, (2) service delivery has occurred, (3) the sales price to the customer is fixed or determinable, and (4) collectability is reasonably assured. Revenue is recognized at point of sale, with no further obligations. Share Based Payment Arrangements The Company applies the fair value method in accounting for its stock based compensation. This standard states that compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company values the stock based compensation at the market price for the Company's stock as of the date of issuance. Loss Per Share The computation of basic loss per share (“LPS”) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted LPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net loss per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on loss per share. Therefore, when calculating LPS, there is no inclusion of dilutive securities as their inclusion in the LPS calculation is antidilutive. Following is the computation of basic and diluted loss per share for the three and six month periods ended June 30, 2019 and 2018: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Basic and Diluted LPS Computation Numerator: Loss available to common stockholders $ (670,365 ) $ (616,064 ) $ (1,414,763 ) $ (1,627,927 ) Denominator: Weighted average number of common shares outstanding 72,929,763 64,670,884 71,977,253 63,245,666 Basic and diluted LPS $ (0.01 ) $ (0.01 ) $ (0.02 ) $ (0.03 ) Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares): Preferred stock (convertible) 24,900,000 24,900,000 24,900,000 24,900,000 Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-02, Leases (Topic 842). ASU 2016-02 is intended to improve financial reporting of leasing transactions by requiring organizations that lease assets to recognize assets and liabilities for the rights and obligations created by leases on the condensed consolidated balance sheet. The Company adopted ASU 2016-02 on January 1, 2019. Our only lease at the adoption date was an operating lease with a 4 year term, commenced in January 2018, does not offer any options to extend, and does contain a rent escalation clause. The effect of this ASU increased condensed consolidated assets and condensed consolidated liabilities by $179,341, at the adoption date. The discount rate used in this calculation was 6.0%. For operating leases, the asset and liability are expensed over the lease term on a straight-line basis, with all cash flows included in the operating section of the condensed consolidated statements of cash flows. In June 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2018-07, “Compensation – Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting,” to include share based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The amendments in this update took effect in 2019. The adoption of this guidance did not have a material impact on the Company's condensed consolidated financial statements. Recoverability of Long-Lived Assets The Company assesses the recoverability of long-lived assets annually or whenever events or changes in circumstances indicate that expected future undiscounted cash flows might not be sufficient to support the carrying amount of an asset. The Company deems an asset to be impaired if a forecast of undiscounted future operating cash flows is less than the carrying amount. If an asset is determined to be impaired, the loss is measured as the amount by which the carrying value of the asset exceeds its fair value. There was no impairment of long-lived assets pertaining to the six month periods ended June 30, 2019 and 2018. However, there can be no assurances that future impairment tests will not result in a charge to operations. Website and Development Costs Internal and external costs incurred to develop, the internal-use computer software during the application and development stage shall be capitalized subsequent to the preliminary project stage and when it is probable that the project will be completed. As of June 30, 2019, the Company has met the capitalization requirements and has incurred $356,704 in costs related to the development of the Medixall platform. Reclassifications Certain amounts in the condensed consolidated financial statements were reclassified to allow for consistent presentation for the periods presented. | Note 3 – Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The accounting and reporting practices of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”). The following summarizes the more significant of these policies and practices. Use of Estimates In preparing consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. A material estimate that is particularly susceptible to significant change in the near-term relate to the determination of the impairment of website and development cost. The Company uses various assumptions and actuarial data it believes to be reasonable under the circumstances to make this estimate. Although considerable variability is likely to be inherent in this estimate, management believes that the amount provided is reasonable. This estimate is continually reviewed and adjusted if necessary. Such adjustment is reflected in current operations. Risks and Uncertainties The Company's operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure. Furniture and Equipment, Net Furniture and equipment are carried at cost, less accumulated depreciation. Major improvements are capitalized, while repair and maintenance are expensed when incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in operations for the period. Depreciation is computed on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are: Estimated Useful Lives Equipment 5 years Furniture 5-10 years Fair Value Measurement The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. The Company has no assets or liabilities valued with Level 1 inputs. Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. The Company has no assets or liabilities valued with Level 2 inputs. Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s website and development costs are the only assets or liabilities valued with Level 3 inputs. Fair Value of Financial Instruments The carrying value of cash approximates its fair value because of the short-term nature of these instruments and their liquidity. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. Income Taxes The Company accounts for income taxes using the liability method prescribed by ASC 740, "Income Taxes". Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company did not record an income tax provision during the periods presented due to net taxable losses. Pursuant to accounting standards related to the accounting for uncertainty in income taxes, the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more- likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than -not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de- recognized in the first subsequent financial reporting period in which the threshold is no longer met. The accounting standard also provides guidance on de- recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. The Company assessed its earnings history, trends, and estimates of future earnings, and determined that the deferred tax asset could not be realized as of December 31, 2018. Accordingly, a valuation allowance was recorded against the net deferred tax asset. Revenue Recognition The Company records revenue when all of the following have occurred; (1) persuasive evidence of an arrangement exists, (2) service delivery has occurred, (3) the sales price to the customer is fixed or determinable, and (4) collectability is reasonably assured. Revenue is recognized at point of sale, with no further obligations. Share Based Payment Arrangements The Company applies the fair value in accounting for its stock based compensation. This standard states that compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company values the stock based compensation at the fair value of the Company's stock as of the date of issuance. Loss Per Share The computation of basic loss per share (“LPS”) is based on the weighted average number of shares that were outstanding during the year, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted LPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net loss per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on loss per share. Therefore, when calculating LPS, there is no inclusion of dilutive securities as their inclusion in the LPS calculation is antidilutive. Following is the computation of basic and diluted loss per share for the years ended December 31, 2018 and 2017: Year Ended December 31, 2018 2017 Basic and Diluted LPS Computation Numerator: Loss available to common stockholders $ (2,983,429 ) $ (1,557,405 ) Denominator: Weighted average number of common shares outstanding 65,012,738 54,842,727 Basic and diluted LPS $ (0.05 ) $ (0.03 ) Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares): Preferred stock (convertible) 24,900,000 24,900,000 Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-2, Leases (Topic 842) which will require lessees to recognize on the consolidated balance sheet the assets and liabilities for the rights and obligations created by those leases with a term of more than twelve months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. The new ASU will require both types of leases to be recognized on the consolidated balance sheet. The ASU also will require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the consolidated financial statements. The ASU is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. The Company estimates that the effect of the ASU will increase consolidated assets and liabilities by $183,000. In June 2018, the FASB issued ASU No. 2018-07 , Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. Topic 718, Compensation-Stock Compensation Subtopic 505-50, Equity-Equity-Based payments to Non-Employees. Topic 606, Revenue from Contracts with Customers Recoverability of Long-Lived Assets The Company assesses the recoverability of long-lived assets annually or whenever events or changes in circumstances indicate that expected future undiscounted cash flows might not be sufficient to support the carrying amount of an asset. The Company deems an asset to be impaired if a forecast of undiscounted future operating cash flows is less than the carrying amount. If an asset is determined to be impaired, the loss is measured as the amount by which the carrying value of the asset exceeds its fair value. Based on impairment tests performed a write-down of long-lived assets were required at December 31, 2018, as discussed in the following “website and development costs” section. There can be no assurances that future impairment tests will not result in further charge to operations. Website and Development Costs Internal and external costs incurred to develop, the internal-use computer software during the application and development stage shall be capitalized subsequent to the preliminary project stage and when it is probable that the project will be completed. During the year ended December 31, 2018 and 2017, the Company’s costs related to the development of the Medixall website platform had met the capitalization requirements. The Company engaged an appraiser to perform an impairment analysis of the capitalized website and development costs as of December 31, 2018. The impairment analysis was performed based upon a cost approach, specifically the cost to recreate or reproduce the asset using actual historical cost incurred, adjusted by consumer price index and tax effect of 21%. The analysis resulted in an impairment loss of $86,670 which was recorded during the year ended December 31, 2018. |
Stockholders Equity
Stockholders Equity | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders Equity | Note 4 – During the year ended December 31, 2018, we entered into the following securities related transactions: · Received proceeds of $2,516,855, net of offering costs of $309,783, pursuant in a Private Placement Memorandum and for which 7,632,231 shares of restricted common stock were issued. · Issued 1,662,941 shares of common stock as compensation for services rendered by employees, advisors, and independent contractors of the Company with a fair market value of $997,765. · Issued 10,000 shares of common stock with a value of $6,000 as settlement for legal matter discussed in Note 7. During the year ended December 31, 2017, we entered into the following securities related transactions: · Received proceeds of $2,461,730 pursuant to a Private Placement Memorandum and for which 13,466,420 shares of restricted common stock were issued. There were no offering costs during the year ended December 31, 2017. |
Preferred Stock
Preferred Stock | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||
Preferred Stock | Note 5 – Preferred Stock The 264,894 outstanding preferred shares are convertible into 24,900,000 common shares. The preferred shares do not pay dividends. The number of votes for the preferred share shall be the same as the amount of shares of common shares that would be issued upon conversion. | Note 5 – Preferred Stock The 264,894 outstanding preferred shares are convertible into 24,900,000 common shares. The preferred shares do not pay dividends. The number of votes for the preferred share shall be the same as the amount of shares of common shares that would be issued upon conversion. |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 4 – Related Party Transactions Pursuant to an agreement dated June 2013 and amended on May 20, 2019, TBG, was engaged to provide business advisory services, manage and direct our public relations, provide recruiting services, develop and maintain material for market makers and investment bankers, provide general administrative services, and respond to incoming investor relations calls. TBG is owned in part by Neil Swartz, the Company’s Chief Executive Officer and director, and a significant stockholder of the Company, and Timothy Hart, the Company’s Chief Financial Officer and director, and a significant stockholder of the Company. Under this agreement, we pay TBG a revised monthly fee of $40,000. During the three and six month periods ended June 30, 2019 and 2018, the Company expensed $120,000 and $75,000 and $240,000 and $150,000, respectively, of related party management fees related to this agreement. R3 Accounting LLC, owned by Mr. Hart, provides accounting, tax and bookkeeping services to the Company. During the three and six month periods ended June 30, 2019 and 2018, the Company expensed $37,550 and $30,000 and $130,550 and $60,000, respectively, related to R3 services. Accounts receivable (accounts payable and accrued expenses) to related parties are as follows: Related Party At June 30, 2019 At December 31, 2018 TBG $ 44,880 $ 160,590 R3 (21,931 ) (21,931 ) $ 22,949 $ 138,659 | Note 6 – Related Party Transactions Pursuant to an agreement dated June 2013, TBG, was engaged to provide business advisory services, manage and direct our public relations, provide recruiting services, develop and maintain material for market makers and investment bankers, provide general administrative services, and respond to incoming investor relations calls. TBG is owned in part by Neil Swartz, the Company’s Chief Executive Officer and director, and a significant stockholder of the Company, and Timothy Hart, the Company’s Chief Financial Officer and director, and a significant stockholder of the Company. Under this agreement, we pay TBG a monthly fee of $25,000. During the years ended December 31, 2018 and 2017, the Company expensed $300,000 and $305,000, respectively of related party management fees related to this agreement. R3 Accounting LLC, owned by Mr. Hart, provides accounting, tax and bookkeeping services to the Company. During years ended December 31, 2018 and 2017, the Company expensed $100,000 and $148,000, respectively, related to R3 services. Accounts receivable (accounts payable and accrued expenses) to related parties are as follows: Related Party At December 31, 2018 At December 31, 2017 TBG $ 160,590 $ 21,791 R3 (21,931 ) (77,531 ) $ 138,659 $ (55,740 ) The Company established an advisory board in 2018. During the year ended December 31, 2018, the Company has issued 100,000 shares to the members of its advisory board. In addition, the Company has paid $55,000 during 2018 to the members of its advisory board. The compensation to advisory board is included in professional fees in the accompanying consolidated statements of operations. |
Legal Matters
Legal Matters | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Pending Legal Matters [Abstract] | ||
Legal Matters | Note 6 – Pending Legal Matters In January 2014 the Company was named as a co-defendant in a civil law proceeding in Broward County Florida. The complaint alleges a contract dispute between the Company's major shareholders' and various parties that are unrelated to the Company. The plaintiffs alleged the Company engaged in a breach of fiduciary duty, tortious interference with business relations and a fraudulent transfer of assets. Management plans a vigorous defense and it believes there is no basis for these allegations. Management is also exploring possible counterclaims against the plaintiffs. The Company's legal counsel has opined that an unfavorable outcome of this case is deemed remote and any possible loss is deemed immaterial. No accrual has been reflected on the condensed consolidated financial statements regarding this matter. As of June 30, 2019 there has been no new development in this matter. | Note 7 –Legal Matters In January 2014 the Company was named as a co-defendant in a civil law proceeding in Broward County Florida. The complaint alleges a contract dispute between the Company's major shareholders' and various parties that are unrelated to the Company. The plaintiffs alleged the Company engaged in a breach of fiduciary duty, tortious interference with business relations and a fraudulent transfer of assets. Management plans a vigorous defense and it believes there is no basis for these allegations. Management is also exploring possible counterclaims against the plaintiffs. The Company's legal counsel has opined that an unfavorable outcome of this case is deemed remote and any possible loss is deemed immaterial. No accrual has been reflected on the consolidated financial statements regarding this matter. As of December 31, 2018 there has been no new development in this matter. In December 2017 the Company was named in a civil arbitration proceeding in San Diego, CA. The complaint alleges a contract dispute between the Company and Fiori Communications, (“Fiori”), that are related to alleged services that were performed for the Company. Fiori alleged the Company engaged in a breach of contract. The Company settled this matter for $25,000 and 10,000 shares of its common stock. The accrual for the 10,000 shares of the Company’s common stock was based on the fair value at the settlement date. An expense of $36,000 has been reflected on the consolidated financial statements regarding this matter, which includes a $5,000 accrual for legal fees. The $25,000 cash and 10,000 shares were delivered in July 2018. |
Lease
Lease | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Lease | Note 7 – Lease We adopted ASU 2016-02, Leases on January 1, 2019, which resulted in the recognition of one operating lease on the condensed consolidated balance sheet in 2019 and forward. See Note 3 – Recent Pronouncements for more information on the adoption of the ASU. We determine if a contract contains a lease at inception and recognize operating lease right-of-use assets and operating lease liabilities based on the present value of the future minimum lease payments at the adoption date. As our lease does not provide an implicit rate, we use our incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease agreements that have lease and non-lease components, are accounted for as a single lease component. Lease expense is recognized on a straight-line basis over the lease term. The Company’s operating lease obligation is for the Company’s office facility. Our lease has a remaining lease term of approximately 2.1 years and does not offer an option to extend the lease. The components of lease expense and other lease information as of and during the three and six month periods ended June 30, 2019 are as follows: Three Month Period Ended June 30, 2019 Six Month Period Ended June 30, 2019 Operating Lease Expense Recognized $ 18,816 $ 37,632 Cash paid for amounts included in measurement of lease liabilities $ 17,464 $ 34,928 At June 30, 2019 Operating lease right-of-use asset $ 146,719 Operating lease liability $ 149,421 Weighted-average remaining lease term 2.1 years Weighted-average discount rate 6.0 % Future minimum lease payments under non-cancellable leases, reconciled to our discounted operating lease liability is as follows: At June 30, 2019 Remainder of 2019 $ 36,868 2020 $ 76,452 2021 $ 46,182 Total future minimum lease payments $ 159,502 Less imputed interest $ (10,081 ) Total operating lease liability $ 149,421 |
Premises and Equipment
Premises and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Premises and Equipment | Note 8 – Premises and Equipment The Company leases its operating location. Rent expense related to the lease was $99,780 during the year ended December 31, 2018 and $3,528 during the year ended December 31, 2017. The lease expires in July 2021 and does not contain renewal options. At December 31, 2018, future minimum rental commitments under this operating lease was as follows: Year Ending December 31, Amount 2019 $ 71,795 2020 76,452 2021 46,182 $ 194,429 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9 – Income Taxes A reconciliation of differences between the effective income tax rates and the statutory federal rates for the years ended December 31, 2018 and 2017 are as follows: 2018 2017 Rate Amount Rate Amount Tax benefit at US statutory rate 21 % $ 626,520 34 % $ 529,518 State taxes, net of federal benefit 5 % 149,171 5 % 77,870 Impact of new tax law — — (13 )% (202,463 ) Change in valuation allowance (26 )% (775,691 ) (26 )% (404,925 ) — $ — — $ — The tax effect of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at December 31, 2018 and 2017 consisted of the following: 2018 2017 Net Operating Loss Carryforward $ 1,754,151 $ 978,460 Valuation Allowance (1,754,151 ) (978,460 ) Total Net Deferred Tax Assets $ — $ — As of December 31, 2018, the Company had a net operating loss carry forward for income tax reporting purposes of approximately $6.8 million that may be offset against future taxable income through 2037. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amounts available to offset future taxable income may be limited. No tax assets have been reported in the consolidated financial statements because the Company believes there is a 50% or greater chance the carryforwards will expire unused. Accordingly, the potential tax benefits of the loss carry forwards are offset by a valuation allowance of the same amount. The Company is no longer subject to examination by taxing authorities for the years before 2015. On December 22, 2017, the "Tax Cuts and Jobs Act of 2017," or the Tax Act, was signed into law. The Tax Act, among other things, reduced the maximum statutory federal corporate income tax rate from 35% to 21% effective January 1, 2018. As a result of enactment of the Tax Act, the Company revalued its net deferred tax asset. This revaluation resulted in an additional expense to the income tax provision of $202,463 in 2017. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 – Subsequent Events The Company has evaluated subsequent events through the filing of this Form 10-K, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stock Based Compensation | Note 11 – Stock Based Compensation During 2018, the Company issued common stock as compensation for services rendered by employees, advisors, and independent contractors. All stock issuances are subject to approval of the Company’s board of directors. The Company values stock based compensation expense at fair value of the Company’s stock at date of issuance. The following summarizes stock based compensation: Issued to Number of Shares Expense Recorded during the year ended December 31, 2018 Employees 1,398,333 $ 839,000 Advisors 100,000 60,000 Independent Contractors 164,608 98,765 1,662,941 $ 997,765 The stock based compensation expense to advisors and independent contractors is included in professional fees in the accompanying consolidated statements of operations. The stock based compensation expense to employees is included in personnel related expenses in the accompanying consolidated statements of operations. There was no stock based compensation during 2017. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Organization Going Concern And Summary Of Significant Accounting Policies | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited, condensed consolidated financial statements of the Company have been prepared in accordance with GAAP for interim financial information, and the SEC rules for interim financial reporting. Certain information and footnote disclosures normally included in the condensed consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. However, in the opinion of management, the accompanying interim condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the Company’s condensed consolidated financial position as of June 30, 2019 and the condensed consolidated results of operations and cash flows for the periods presented. The condensed consolidated results of operations for interim periods are not necessarily indicative of the results of operations to be expected for any subsequent interim period or for the fiscal year ended December 31, 2019. The accompanying unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2018 included in the Company’s Form 10-K, which was filed with the SEC on May 16, 2019. | Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The accounting and reporting practices of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”). The following summarizes the more significant of these policies and practices. |
Principles of Consolidation | Principles of Consolidation These condensed consolidated financial statements presented are those of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. | |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-conforming events. Accordingly, the actual results could differ significantly from estimates. A material estimate that is particularly susceptible to significant change in the near-term relate to the determination of the impairment of website and development cost. The Company uses various assumptions and actuarial data it believes to be reasonable under the circumstances to make this estimate. Although considerable variability is likely to be inherent in this estimate, management believes that the amount provided is reasonable. This estimate is continually reviewed and adjusted if necessary. Such adjustment is reflected in current operations. | Use of Estimates In preparing consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. A material estimate that is particularly susceptible to significant change in the near-term relate to the determination of the impairment of website and development cost. The Company uses various assumptions and actuarial data it believes to be reasonable under the circumstances to make this estimate. Although considerable variability is likely to be inherent in this estimate, management believes that the amount provided is reasonable. This estimate is continually reviewed and adjusted if necessary. Such adjustment is reflected in current operations. |
Risks and Uncertainties | Risks and Uncertainties The Company's operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure. | Risks and Uncertainties The Company's operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure. |
Furniture and equipment, net | Furniture and equipment, net Furniture and equipment are carried at cost, less accumulated depreciation. Major improvements are capitalized, while repair and maintenance are expensed when incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in operations for the period. Depreciation is computed on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are: Estimated Useful Lives Equipment 5 years Furniture 5-10 years | Furniture and Equipment, Net Furniture and equipment are carried at cost, less accumulated depreciation. Major improvements are capitalized, while repair and maintenance are expensed when incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in operations for the period. Depreciation is computed on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are: Estimated Useful Lives Equipment 5 years Furniture 5-10 years |
Fair Value Measurement | Fair Value Measurement The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. The Company has no assets or liabilities valued with Level 1 inputs. Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. The Company has no assets or liabilities valued with Level 2 inputs. Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s website and development costs are the only assets or liabilities valued with Level 3 inputs. | Fair Value Measurement The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. The Company has no assets or liabilities valued with Level 1 inputs. Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. The Company has no assets or liabilities valued with Level 2 inputs. Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s website and development costs are the only assets or liabilities valued with Level 3 inputs. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of cash approximates its fair value because of the short-term nature of these instruments and their liquidity. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. | Fair Value of Financial Instruments The carrying value of cash approximates its fair value because of the short-term nature of these instruments and their liquidity. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. |
Income Taxes | Income Taxes The Company accounts for income taxes using the liability method prescribed by ASC 740, "Income Taxes". Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. Pursuant to accounting standards related to the accounting for uncertainty in income taxes, the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more- likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than -not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de- recognized in the first subsequent financial reporting period in which the threshold is no longer met. The accounting standard also provides guidance on de- recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. The Company assessed its earnings history, trends, and estimates of future earnings, and determined that the deferred tax asset could not be realized as of June 30, 2019. Accordingly, a valuation allowance was recorded against the net deferred tax asset. | Income Taxes The Company accounts for income taxes using the liability method prescribed by ASC 740, "Income Taxes". Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company did not record an income tax provision during the periods presented due to net taxable losses. Pursuant to accounting standards related to the accounting for uncertainty in income taxes, the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more- likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than -not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de- recognized in the first subsequent financial reporting period in which the threshold is no longer met. The accounting standard also provides guidance on de- recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. The Company assessed its earnings history, trends, and estimates of future earnings, and determined that the deferred tax asset could not be realized as of December 31, 2018. Accordingly, a valuation allowance was recorded against the net deferred tax asset. |
Revenue Recognition | Revenue Recognition The Company records revenue when all of the following have occurred; (1) persuasive evidence of an arrangement exists, (2) service delivery has occurred, (3) the sales price to the customer is fixed or determinable, and (4) collectability is reasonably assured. Revenue is recognized at point of sale, with no further obligations. | Revenue Recognition The Company records revenue when all of the following have occurred; (1) persuasive evidence of an arrangement exists, (2) service delivery has occurred, (3) the sales price to the customer is fixed or determinable, and (4) collectability is reasonably assured. Revenue is recognized at point of sale, with no further obligations. |
Share Based Payment Arrangements | Share Based Payment Arrangements The Company applies the fair value method in accounting for its stock based compensation. This standard states that compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company values the stock based compensation at the market price for the Company's stock as of the date of issuance. | Share Based Payment Arrangements The Company applies the fair value in accounting for its stock based compensation. This standard states that compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company values the stock based compensation at the fair value of the Company's stock as of the date of issuance. |
Loss Per Share | Loss Per Share The computation of basic loss per share (“LPS”) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted LPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net loss per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on loss per share. Therefore, when calculating LPS, there is no inclusion of dilutive securities as their inclusion in the LPS calculation is antidilutive. Following is the computation of basic and diluted loss per share for the three and six month periods ended June 30, 2019 and 2018: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Basic and Diluted LPS Computation Numerator: Loss available to common stockholders $ (670,365 ) $ (616,064 ) $ (1,414,763 ) $ (1,627,927 ) Denominator: Weighted average number of common shares outstanding 72,929,763 64,670,884 71,977,253 63,245,666 Basic and diluted LPS $ (0.01 ) $ (0.01 ) $ (0.02 ) $ (0.03 ) Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares): Preferred stock (convertible) 24,900,000 24,900,000 24,900,000 24,900,000 | Loss Per Share The computation of basic loss per share (“LPS”) is based on the weighted average number of shares that were outstanding during the year, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted LPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net loss per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on loss per share. Therefore, when calculating LPS, there is no inclusion of dilutive securities as their inclusion in the LPS calculation is antidilutive. Following is the computation of basic and diluted loss per share for the years ended December 31, 2018 and 2017: Year Ended December 31, 2018 2017 Basic and Diluted LPS Computation Numerator: Loss available to common stockholders $ (2,983,429 ) $ (1,557,405 ) Denominator: Weighted average number of common shares outstanding 65,012,738 54,842,727 Basic and diluted LPS $ (0.05 ) $ (0.03 ) Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares): Preferred stock (convertible) 24,900,000 24,900,000 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-02, Leases (Topic 842). ASU 2016-02 is intended to improve financial reporting of leasing transactions by requiring organizations that lease assets to recognize assets and liabilities for the rights and obligations created by leases on the condensed consolidated balance sheet. The Company adopted ASU 2016-02 on January 1, 2019. Our only lease at the adoption date was an operating lease with a 4 year term, commenced in January 2018, does not offer any options to extend, and does contain a rent escalation clause. The effect of this ASU increased condensed consolidated assets and condensed consolidated liabilities by $179,341, at the adoption date. The discount rate used in this calculation was 6.0%. For operating leases, the asset and liability are expensed over the lease term on a straight-line basis, with all cash flows included in the operating section of the condensed consolidated statements of cash flows. In June 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2018-07, “Compensation – Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting,” to include share based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The amendments in this update took effect in 2019. The adoption of this guidance did not have a material impact on the Company's condensed consolidated financial statements. | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-2, Leases (Topic 842) which will require lessees to recognize on the consolidated balance sheet the assets and liabilities for the rights and obligations created by those leases with a term of more than twelve months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. The new ASU will require both types of leases to be recognized on the consolidated balance sheet. The ASU also will require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the consolidated financial statements. The ASU is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. The Company estimates that the effect of the ASU will increase consolidated assets and liabilities by $183,000. In June 2018, the FASB issued ASU No. 2018-07 , Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. Topic 718, Compensation-Stock Compensation Subtopic 505-50, Equity-Equity-Based payments to Non-Employees. Topic 606, Revenue from Contracts with Customers |
Recoverability of Long-Lived Assets | Recoverability of Long-Lived Assets The Company assesses the recoverability of long-lived assets annually or whenever events or changes in circumstances indicate that expected future undiscounted cash flows might not be sufficient to support the carrying amount of an asset. The Company deems an asset to be impaired if a forecast of undiscounted future operating cash flows is less than the carrying amount. If an asset is determined to be impaired, the loss is measured as the amount by which the carrying value of the asset exceeds its fair value. There was no impairment of long-lived assets pertaining to the six month periods ended June 30, 2019 and 2018. However, there can be no assurances that future impairment tests will not result in a charge to operations. | Recoverability of Long-Lived Assets The Company assesses the recoverability of long-lived assets annually or whenever events or changes in circumstances indicate that expected future undiscounted cash flows might not be sufficient to support the carrying amount of an asset. The Company deems an asset to be impaired if a forecast of undiscounted future operating cash flows is less than the carrying amount. If an asset is determined to be impaired, the loss is measured as the amount by which the carrying value of the asset exceeds its fair value. Based on impairment tests performed a write-down of long-lived assets were required at December 31, 2018, as discussed in the following “website and development costs” section. There can be no assurances that future impairment tests will not result in further charge to operations. |
Website and Development Costs | Website and Development Costs Internal and external costs incurred to develop, the internal-use computer software during the application and development stage shall be capitalized subsequent to the preliminary project stage and when it is probable that the project will be completed. As of June 30, 2019, the Company has met the capitalization requirements and has incurred $356,704 in costs related to the development of the Medixall platform. | Website and Development Costs Internal and external costs incurred to develop, the internal-use computer software during the application and development stage shall be capitalized subsequent to the preliminary project stage and when it is probable that the project will be completed. During the year ended December 31, 2018 and 2017, the Company’s costs related to the development of the Medixall website platform had met the capitalization requirements. The Company engaged an appraiser to perform an impairment analysis of the capitalized website and development costs as of December 31, 2018. The impairment analysis was performed based upon a cost approach, specifically the cost to recreate or reproduce the asset using actual historical cost incurred, adjusted by consumer price index and tax effect of 21%. The analysis resulted in an impairment loss of $86,670 which was recorded during the year ended December 31, 2018. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Organization Going Concern And Summary Of Significant Accounting Policies | ||
Schedule of estimated useful lives of depreciable assets | Depreciation is computed on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are: Estimated Useful Lives Equipment 5 years Furniture 5-10 years | The estimated useful lives of depreciable assets are: Estimated Useful Lives Equipment 5 years Furniture 5-10 years |
Schedule of computation of basic and diluted net loss per share | Following is the computation of basic and diluted loss per share for the three and six month periods ended June 30, 2019 and 2018: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Basic and Diluted LPS Computation Numerator: Loss available to common stockholders $ (670,365 ) $ (616,064 ) $ (1,414,763 ) $ (1,627,927 ) Denominator: Weighted average number of common shares outstanding 72,929,763 64,670,884 71,977,253 63,245,666 Basic and diluted LPS $ (0.01 ) $ (0.01 ) $ (0.02 ) $ (0.03 ) | Following is the computation of basic and diluted loss per share for the years ended December 31, 2018 and 2017: Year Ended December 31, 2018 2017 Basic and Diluted LPS Computation Numerator: Loss available to common stockholders $ (2,983,429 ) $ (1,557,405 ) Denominator: Weighted average number of common shares outstanding 65,012,738 54,842,727 Basic and diluted LPS $ (0.05 ) $ (0.03 ) |
Schedule of potentially dilutive securities not included in the calculation of diluted net loss per share | Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares): Preferred stock (convertible) 24,900,000 24,900,000 24,900,000 24,900,000 | Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares): Preferred stock (convertible) 24,900,000 24,900,000 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Related Party Transactions [Abstract] | ||
Schedule of accounts receivable (accounts payable and accrued expenses) to related parties | Accounts receivable (accounts payable and accrued expenses) to related parties are as follows: Related Party At June 30, 2019 At December 31, 2018 TBG $ 44,880 $ 160,590 R3 (21,931 ) (21,931 ) $ 22,949 $ 138,659 | Accounts receivable (accounts payable and accrued expenses) to related parties are as follows: Related Party At December 31, 2018 At December 31, 2017 TBG $ 160,590 $ 21,791 R3 (21,931 ) (77,531 ) $ 138,659 $ (55,740 ) |
Premises and Equipment (Tables)
Premises and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | At December 31, 2018, future minimum rental commitments under this operating lease was as follows: Year Ending December 31, Amount 2019 $ 71,795 2020 76,452 2021 46,182 $ 194,429 |
Lease (Tables)
Lease (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense and Other Lease Information | The components of lease expense and other lease information as of and during the three and six month periods ended June 30, 2019 are as follows: Three Month Period Ended June 30, 2019 Six Month Period Ended June 30, 2019 Operating Lease Expense Recognized $ 18,816 $ 37,632 Cash paid for amounts included in measurement of lease liabilities $ 17,464 $ 34,928 At June 30, 2019 Operating lease right-of-use asset $ 146,719 Operating lease liability $ 149,421 Weighted-average remaining lease term 2.1 years Weighted-average discount rate 6.0 % |
Schedule of Maturities of Lease Liabilities | Future minimum lease payments under non-cancellable leases, reconciled to our discounted operating lease liability is as follows: At June 30, 2019 Remainder of 2019 $ 36,868 2020 $ 76,452 2021 $ 46,182 Total future minimum lease payments $ 159,502 Less imputed interest $ (10,081 ) Total operating lease liability $ 149,421 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Income Taxes | A reconciliation of differences between the effective income tax rates and the statutory federal rates for the years ended December 31, 2018 and 2017 are as follows: 2018 2017 Rate Amount Rate Amount Tax benefit at US statutory rate 21 % $ 626,520 34 % $ 529,518 State taxes, net of federal benefit 5 % 149,171 5 % 77,870 Impact of new tax law — — (13 )% (202,463 ) Change in valuation allowance (26 )% (775,691 ) (26 )% (404,925 ) — $ — — $ — |
Schedule of Deferred Tax Assets and Liabilities | The tax effect of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at December 31, 2018 and 2017 consisted of the following: 2018 2017 Net Operating Loss Carryforward $ 1,754,151 $ 978,460 Valuation Allowance (1,754,151 ) (978,460 ) Total Net Deferred Tax Assets $ — $ — |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stock Based Compensation Abstract | |
Summary stock based compensation | The following summarizes stock based compensation: Issued to Number of Shares Expense Recorded during the year ended December 31, 2018 Employees 1,398,333 $ 839,000 Advisors 100,000 60,000 Independent Contractors 164,608 98,765 1,662,941 $ 997,765 |
Organization and Nature of Op_2
Organization and Nature of Operations (Details) | 12 Months Ended |
Dec. 31, 2018item | |
Organization Going Concern And Summary Of Significant Accounting Policies | |
Number of wholly-owned subsidiaries | 3 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Aug. 02, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | Dec. 31, 2017 | |
Accumulated deficit | $ (10,228,833) | $ (11,643,596) | $ (7,245,404) | |
Stock issued | 2,993,500 | |||
Proceeds from issue of stock | $ 861,000 | |||
Subsequent Event [Member] | ||||
Stock issued | 200,000 | |||
Proceeds from issue of stock | $ 60,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Estimated useful lives) (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Equipment [Member] | ||
Estimated useful lives | 5 years | |
Equipment [Member] | Minimum [Member] | ||
Estimated useful lives | 5 years | |
Furniture [Member] | Minimum [Member] | ||
Estimated useful lives | 5 years | 5 years |
Furniture [Member] | Maximum [Member] | ||
Estimated useful lives | 10 years | 10 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Schedule of Basic and Diluted EPS) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | ||||||||
Loss available to common stockholders' | $ (670,365) | $ (744,398) | $ (616,064) | $ (1,011,863) | $ (1,414,763) | $ (1,627,927) | $ (2,983,429) | $ (1,557,405) |
Denominator: | ||||||||
Weighted average number of common shares outstanding | 72,929,763 | 64,670,884 | 71,977,253 | 63,245,666 | 65,012,738 | 54,842,727 | ||
Basic and diluted LPS | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.03) | $ (0.05) | $ (0.03) | ||
Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares): | ||||||||
Preferred stock (convertible) | 24,900,000 | 24,900,000 | 24,900,000 | 24,900,000 | 24,900,000 | 24,900,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||||||
Impairment loss | $ 86,670 | |||||
Increase in assets and liabilities | 183,000 | |||||
Website and development costs | $ 356,704 | 356,704 | 351,457 | |||
Increase in consolidated assets and consolidated liabilities due to adoption of ASU 2016-02 | $ 179,341 | |||||
Discount rate | 6.00% | 6.00% |
Stockholders Equity (Details Na
Stockholders Equity (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Class of Stock [Line Items] | ||||||||
Shares of restricted common stock were issued | 7,632,231 | 2,341,851 | ||||||
Shares of restricted common stock were issued, Value | $ 2,785,869 | $ 14,121,420 | ||||||
Fair market value | $ 125,000 | $ 200,000 | $ 519,000 | 997,765 | ||||
Offering costs | $ 0 | 0 | 167,670 | 103,500 | 309,783 | 0 | ||
Proceeds received pursuant to Private Placement Memorandum | 391,627 | $ 607,874 | $ 864,969 | $ 640,611 | 2,516,855 | 2,461,730 | ||
Common stock issued to settle legal matter | $ 6,000 | |||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares of common stock for services | 240,000 | 333,333 | 865,000 | 1,662,941 | ||||
Fair market value | $ 240 | $ 333 | $ 865 | $ 1,663 | ||||
Proceeds received pursuant to Private Placement Memorandum | $ 1,472 | $ 2,351 | $ 1,917 | $ 2,144 | $ 7,632 | $ 13,466 | ||
Shares to be issued pursuant to Private Placement Memorandum | 1,471,500 | 2,351,000 | 1,917,076 | 2,144,163 | 7,632,231 | 13,466,420 | ||
Common stock issued to settle legal matter | $ 10 | |||||||
Common stock issued to settle legal matter, Shares | 10,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts payable and accrued expenses - related party | $ (21,931) | $ (21,931) | $ (77,531) |
Accounts receivable - related party | 44,880 | 160,590 | 21,791 |
Due from (to) related party | 22,949 | 138,659 | (55,740) |
TBG Holdings Corp. [Member] | |||
Accounts receivable - related party | 44,880 | 160,590 | 21,791 |
R3 Accounting LLC [Member] | |||
Accounts payable and accrued expenses - related party | $ (21,931) | $ (21,931) | $ (77,531) |
Related Party Transactions Good
Related Party Transactions Good one (Details Narrative) - USD ($) | Jun. 30, 2013 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | |||||||
Fee for accounting services | $ 37,550 | $ 30,000 | $ 130,550 | $ 60,000 | $ 100,000 | $ 148,000 | |
Management fee - related party | 120,000 | 75,000 | 240,000 | 150,000 | $ 300,000 | 305,000 | |
Number of Shares issued | 1,662,941 | ||||||
Professional fees paid | 118,979 | 52,341 | 316,824 | 104,791 | $ 396,112 | 166,165 | |
TBG Holdings Corp. [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Fee for accounting services | $ 25,000 | ||||||
Management fee - related party | 120,000 | 75,000 | 240,000 | 150,000 | 300,000 | 305,000 | |
Management agreement description | Pursuant to an agreement dated June 2013 and amended on May 20, 2019, TBG, was engaged to provide business advisory services, manage and direct our public relations, provide recruiting services, develop and maintain material for market makers and investment bankers, provide general administrative services, and respond to incoming investor relations calls. TBG is owned in part by Neil Swartz, the Company’s Chief Executive Officer and director, and a significant stockholder of the Company, and Timothy Hart, the Company’s Chief Financial Officer and director, and a significant stockholder of the Company. Under this agreement, we pay TBG a revised monthly fee of $40,000. | ||||||
Monthly management fee | $ 40,000 | ||||||
R3 Accounting LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Fee for accounting services | $ 37,550 | $ 30,000 | $ 130,550 | $ 60,000 | $ 100,000 | $ 148,000 | |
Advisors [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of Shares issued | 100,000 | ||||||
Professional fees paid | $ 55,000 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - shares | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Equity [Abstract] | |||
Convertible Preferred Series A stock, shares outstanding | 264,894 | 264,894 | 264,894 |
Number of common stock issuable for total shares of convertible preferred stock | 24,900,000 |
Legal Matters (Details Narrativ
Legal Matters (Details Narrative) | 12 Months Ended |
Dec. 31, 2018USD ($)shares | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal provision accrual | $ 36,000 |
Legal fees accrual included in legal provision accrual | $ 5,000 |
Shares issued to settle legal matter, shares | shares | 10,000 |
Cash payment to settle legal matter | $ 25,000 |
Lease (Schedule of Components o
Lease (Schedule of Components of Lease Expense and Other Lease Information) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Leases [Abstract] | ||||
Operating Lease Expense Recognized | $ 37,632 | $ 18,816 | ||
Cash paid for amounts included in measurement of lease liabilities | 34,928 | 17,464 | ||
Operating lease right-of-use asset | 146,719 | 146,719 | ||
Operating lease liability | $ 149,421 | $ 149,421 | ||
Weighted-average remaining lease term | 2 years 1 month 5 days | 2 years 1 month 5 days | ||
Weighted-average discount rate | 6.00% | 6.00% |
Leases (Schedule of Future Mini
Leases (Schedule of Future Minimum Lease Commitments) (Details) | Jun. 30, 2019USD ($) |
Operating Leases | |
Remainder of 2019 | $ 36,868 |
2020 | 76,452 |
2021 | 46,182 |
Total future minimum lease payments | 159,502 |
Less: Imputed interest | (10,081) |
Total operating lease liability | $ 149,421 |
Premises and Equipment (Details
Premises and Equipment (Details) | Dec. 31, 2018USD ($) |
Property, Plant and Equipment [Abstract] | |
2019 | $ 71,795 |
2020 | 76,452 |
2021 | 46,182 |
Total | $ 194,429 |
Premises and Equipment (Detai_2
Premises and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Rent expense related to lease | $ 99,780 | $ 3,528 |
Lease expires | Jul. 31, 2021 |
Income Taxes (Schedule of Recon
Income Taxes (Schedule of Reconciliation of Income Taxes) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Amount: | ||||||
Tax benefit at US statutory rate | $ 626,520 | $ 529,518 | ||||
State taxes, net of federal benefit | 149,171 | 77,870 | ||||
Impact of new tax law | (202,463) | |||||
Change in valuation allowance | (775,691) | (404,925) | ||||
Income tax amount | ||||||
Rate: | ||||||
Tax benefit at US statutory rate | 21.00% | 34.00% | ||||
State taxes, net of federal benefit | 5.00% | 5.00% | ||||
Impact of new tax law | (13.00%) | |||||
Change in valuation allowance | (26.00%) | (26.00%) | ||||
Income tax rate |
Income Taxes (Schedule of Defer
Income Taxes (Schedule of Deferred Tax Assets) (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net Operating Loss Carryforward | $ 1,754,151 | $ 978,460 |
Valuation Allowance | (1,754,151) | (978,460) |
Total Net Deferred Tax Assets |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forward | $ 6,800,000 | |
Operating loss carry forward expiration date | Dec. 31, 2037 | |
Federal corporate income tax rate | 21.00% | 35.00% |
Additional income tax provision expense | $ 202,463 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Shares issued | 1,662,941 | |||
Expense recorded | $ 95,000 | $ 719,000 | $ 997,765 | |
Employees [Member] | ||||
Number of Shares issued | 1,398,333 | |||
Expense recorded | $ 839,000 | |||
Advisors [Member] | ||||
Number of Shares issued | 100,000 | |||
Expense recorded | $ 60,000 | |||
Independent Contractors [Member] | ||||
Number of Shares issued | 164,608 | |||
Expense recorded | $ 98,765 |