Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2020 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | MediXall Group, Inc. |
Entity Central Index Key | 0001601280 |
Document Type | S-1/A |
Amendment Flag | true |
Amendment description | AMENDMENT NO. 2 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | |||
Cash | $ 572,426 | $ 446,219 | $ 201,509 |
Accounts receivable - related party | 45,430 | 160,590 | |
Total current assets | 617,856 | 446,219 | 362,099 |
Furniture and equipment, net | 32,091 | 21,662 | 15,164 |
Right-of-use operating lease asset | 79,093 | 113,395 | |
Website and development costs | 371,304 | 356,704 | 351,457 |
Total assets | 1,100,344 | 937,980 | 728,720 |
CURRENT LIABILITIES: | |||
Accounts payable and accrued expenses | 318,500 | 160,780 | 163,828 |
Accounts payable and accrued expenses - related party | 19,931 | 261,801 | 21,931 |
Operating lease liability | 75,887 | 71,362 | |
Total current liabilities | 414,318 | 493,943 | 185,759 |
Operating lease liability, net of current portion | 7,826 | 46,277 | |
Long term debt | 165,720 | ||
Total liabilities | 587,864 | 540,220 | 185,759 |
Commitment and contingencies | |||
STOCKHOLDERS' EQUITY: | |||
Common Stock, $0.001 par value 750,000,000 shares authorized; 91,053,930, 80,952,555 and 69,642,554 shares issued and outstanding at June 30, 2020, December 31, 2019 and December 31, 2018 | 91,054 | 80,953 | 69,642 |
Additional paid-in capital | 17,067,540 | 13,966,326 | 10,701,887 |
Accumulated deficit | (16,646,879) | (13,649,784) | (10,228,833) |
Total stockholders' equity | 512,480 | 397,760 | 542,961 |
Total liabilities and stockholders' equity | 1,100,344 | 937,980 | 728,720 |
Convertible Preferred Stock Series A [Member] | |||
STOCKHOLDERS' EQUITY: | |||
Convertible Preferred stock | 265 | 265 | $ 265 |
Convertible Preferred Stock Series B [Member] | |||
STOCKHOLDERS' EQUITY: | |||
Convertible Preferred stock | $ 500 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
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 | 91,053,930 | 80,952,555 | 69,642,554 |
Common Stock, shares outstanding | 91,053,930 | 80,952,555 | 69,642,554 |
Convertible Preferred Stock Series A [Member] | |||
Convertible Preferred Series A stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Convertible Preferred Series A stock, shares authorized | 1,000,000 | 1,000,000 | 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 |
Convertible Preferred Stock Series B [Member] | |||
Convertible Preferred Series A stock, par value (in dollars per share) | $ 0.001 | ||
Convertible Preferred Series A stock, shares authorized | 4,000,000 | ||
Convertible Preferred Series A stock, shares issued | 500,000 | 0 | |
Convertible Preferred Series A stock, shares outstanding | 500,000 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||||||
Revenue | $ 1,114 | $ 1,446 | $ 2,685 | $ 1,858 | ||
Operating Expenses | ||||||
Professional fees | 257,177 | 118,979 | 904,441 | 316,824 | 949,450 | 396,112 |
Professional fees - related party | 103,500 | 37,550 | 141,000 | 130,550 | 236,275 | 100,000 |
Management fee - related party | 120,000 | 120,000 | 240,000 | 240,000 | 480,000 | 300,000 |
Personnel related expenses | 608,337 | 302,270 | 1,569,827 | 557,046 | 1,373,786 | 1,711,407 |
Impairment of website and development cost | 86,670 | |||||
Other selling, general and administrative | 56,996 | 92,680 | 141,827 | 171,789 | 384,125 | 391,098 |
Total Operating Expenses | 1,146,010 | 671,479 | 2,997,095 | 1,416,209 | 3,423,636 | 2,985,287 |
Loss before income taxes | (1,146,010) | (670,365) | (2,997,095) | (1,414,763) | (3,420,951) | (2,983,429) |
Income taxes | ||||||
Net Loss | $ (1,146,010) | $ (670,365) | $ (2,997,095) | $ (1,414,763) | $ (3,420,951) | $ (2,983,429) |
Net loss per common share - basic and diluted | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.02) | $ (0.05) | $ (0.05) |
Weighted average number of common shares outstanding during the periods - basic and diluted | 87,751,941 | 72,929,763 | 86,211,828 | 71,977,253 | 74,134,225 | 65,012,738 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Series A Voting Preferred Stock | Series B Voting Preferred Stock $0.001 Par Value [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
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 | ||||
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 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 | $ 9,964 | 2,592,535 | 2,602,499 | |||
Proceeds received pursuant to Private Placement Memorandum, Shares | 9,963,500 | |||||
Common stock issued for services | $ 1,347 | 671,904 | 673,251 | |||
Common stock issued for services, Shares | 1,346,501 | |||||
Common stock issued to settle legal matter | ||||||
Net Loss | (3,420,951) | (3,420,951) | ||||
Balance at Dec. 31, 2019 | $ 265 | $ 80,953 | 13,966,326 | (13,649,784) | 397,760 | |
Balance, Shares at Dec. 31, 2019 | 264,894 | 80,952,555 | ||||
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 | ||||
Balance at Dec. 31, 2019 | $ 265 | $ 80,953 | 13,966,326 | (13,649,784) | 397,760 | |
Balance, Shares at Dec. 31, 2019 | 264,894 | 80,952,555 | ||||
Proceeds received pursuant to Private Placement Memorandum, net of offering costs | $ 1,907 | 499,843 | 501,750 | |||
Proceeds received pursuant to Private Placement Memorandum, Shares | 1,907,000 | |||||
Common stock issued for services | $ 3,964 | 1,039,101 | 1,043,065 | |||
Common stock issued for services, Shares | 3,964,375 | |||||
Net Loss | (1,851,085) | (1,851,085) | ||||
Balance at Mar. 31, 2020 | $ 265 | $ 86,824 | 15,505,270 | (15,500,869) | 91,490 | |
Balance, Shares at Mar. 31, 2020 | 264,894 | 86,823,930 | ||||
Balance at Dec. 31, 2019 | $ 265 | $ 80,953 | 13,966,326 | (13,649,784) | 397,760 | |
Balance, Shares at Dec. 31, 2019 | 264,894 | 80,952,555 | ||||
Common stock issued to settle legal matter | ||||||
Net Loss | (2,997,095) | |||||
Balance at Jun. 30, 2020 | $ 265 | $ 500 | $ 91,054 | 17,067,540 | (16,646,879) | 512,480 |
Balance, Shares at Jun. 30, 2020 | 264,894 | 500,000 | 91,053,930 | |||
Balance at Mar. 31, 2020 | $ 265 | $ 86,824 | 15,505,270 | (15,500,869) | 91,490 | |
Balance, Shares at Mar. 31, 2020 | 264,894 | 86,823,930 | ||||
Proceeds received pursuant to Private Placement Memorandum, net of offering costs | $ 2,350 | 594,650 | 597,000 | |||
Proceeds received pursuant to Private Placement Memorandum, Shares | 2,350,000 | |||||
Proceeds received from sale of Preferred Stock | $ 500 | 499,500 | 500,000 | |||
Proceeds received from sale of Preferred Stock, Shares | 500,000 | |||||
Common stock issued for services | $ 1,880 | 468,120 | 470,000 | |||
Common stock issued for services, Shares | 1,880,000 | |||||
Net Loss | (1,146,010) | (1,146,010) | ||||
Balance at Jun. 30, 2020 | $ 265 | $ 500 | $ 91,054 | $ 17,067,540 | $ (16,646,879) | $ 512,480 |
Balance, Shares at Jun. 30, 2020 | 264,894 | 500,000 | 91,053,930 |
STATEMENT OF CHANGES IN STOCK_2
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||||||
Offering costs | $ 3,000 | $ 0 | $ 0 | $ 0 | $ 309,783 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net Loss | $ (2,997,095) | $ (1,414,763) | $ (3,420,951) | $ (2,983,429) |
Adjustments to reconcile net loss to cash used in operating activities: | ||||
Depreciation | 2,000 | 2,000 | 4,000 | 3,145 |
Stock issued as compensation for services | 1,513,065 | 95,000 | 643,251 | 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 receivable - related party | (45,430) | 115,710 | 160,590 | (138,799) |
Accounts payable and accrued expenses | 157,720 | 58,195 | 26,952 | (140,993) |
Accounts payable and accrued expenses - related party | (241,870) | 239,870 | (55,600) | |
Right-of-use operating lease asset | 34,302 | 32,622 | 65,946 | |
Operating lease liability | (33,926) | (29,920) | (61,702) | |
Net cash used in operating activities | (1,611,234) | (1,141,156) | (2,342,044) | (2,225,241) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchase of furniture and equipment | (12,429) | (3,922) | (10,498) | (7,292) |
Website development costs | (14,600) | (5,247) | (5,247) | (274,253) |
Net cash used in investing activities | (27,029) | (9,169) | (15,745) | (281,545) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from the sale of common stock, net of offering costs | 1,098,750 | 999,501 | 2,602,499 | 2,516,855 |
Proceeds from the sale of preferred stock | 500,000 | |||
Proceeds from long term debt | 165,720 | |||
Net cash provided by financing activities | 1,764,470 | 999,501 | 2,602,499 | 2,516,855 |
Net increase (decrease) in cash | 126,207 | (150,824) | 244,710 | 10,069 |
Cash at beginning of period | 446,219 | 201,509 | 201,509 | 191,440 |
Cash at end of period | 572,426 | 50,685 | 446,219 | 201,509 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
Interest paid in cash | ||||
Income taxes paid in cash | ||||
Non-cash transactions: | ||||
Reclassification of stock compensation from accounts payable and accrued expenses to common stock | 30,000 | 30,000 | ||
Right-of-use operating lease asset obtained in exchange for operating lease liability | $ 179,341 | $ 179,341 |
Organization and Nature of Oper
Organization and Nature of Operations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Organization Going Concern And Summary Of Significant Accounting Policies | ||
Organization and Nature of Operations | Note 1 - Organization and Nature of Operation MediXall Group, Inc. (the "Company or MediXall or We) 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 Companys 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 Companys targeted marketplace is Florida, with plans for a nationwide roll-out. Further discussion on our operations, mission, and initiatives can be found in the Managements 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 is dormant, (3) Medixaid, Inc., and (4) MediXall.com, Inc., which were 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 Companys 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 Companys targeted marketplace is Florida, with plans for a nationwide roll-out. Further discussion on our operations, mission, and initiatives can be found in the Managements 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. |
Going Concern
Going Concern | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Numerator: | ||
Going Concern | Note 2 Going Concern The Company generated no revenue in 2020 and nominal revenue in 2019. The Company has an accumulated deficit of $16,646,879 at June 30, 2020, 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 Companys ability to establish itself as a profitable business. In its report with respect to the Companys consolidated financial statements for the years ended December 31, 2019 and 2018 as included in the Companys Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on May 14, 2020, the Companys independent auditors expressed substantial doubt about the Companys 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, 2020, the Company has issued 1,630,000 shares of its common stock for total proceeds of $408,000. 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 $13,649,784 at December 31, 2019, and does not have sufficient operating cash flows. The accompanying 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 Companys 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, 2019, the Company has issued 1,847,000 shares for total proceeds of $486,750. 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, 2020 | Dec. 31, 2019 | |
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 Companys condensed consolidated financial position as of June 30, 2020 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 ending December 31, 2020. 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, 2019 included in the Companys Annual Report on Form 10-K, which was filed with the SEC on May 14, 2020. 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. Subsequent Events Management has evaluated events occurring subsequent to the condensed consolidated balance sheet date, through August 14, 2020, which is the date the condensed consolidated financial statements were issued, determining no events require disclosure in these condensed consolidated financial statements, with the exception of the matters described in Note 8. 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. Additionally, the Company faces risk and uncertainty related to the COVID-19 pandemic. Please see Note 8 for further discussion. Income Taxes The Company accounts for income taxes using the liability method prescribed by the Financial Accounting Standards Boards (FASB) Accounting Standards Codification 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, 2020. 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 fair value of the award and is recognized over the service period, which is usually the vesting period. The Company fair 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. The computation of diluted LPS does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on LPS. 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, 2020 and 2019: Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Basic and Diluted LPS Computation Numerator: Loss available to common stockholders $ (1,146,010 ) $ (670,365 ) $ (2,997,095 ) $ (1,414,763 ) Denominator: Weighted average number of common shares outstanding 87,751,941 72,929,763 86,211,828 71,977,253 Basic and diluted LPS $ (0.01 ) $ (0.01 ) $ (0.03 ) $ (0.02 ) Potentially dilutive securities not included in the calculation of diluted LPS attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares): Series A Preferred stock (convertible) 24,900,000 24,900,000 24,900,000 24,900,000 Series B Preferred stock (convertible) 2,000,000 2,000,000 Recent Accounting Pronouncements On December 18, 2019, the FASB issued Accounting Standards Update (ASU 2019-12) Income taxes (Topic 740)Simplifying the accounting for income taxes. The amendments in this update simplify the accounting for income taxes by removing certain exceptions to the general principles and also improve consistent application by clarifying and amending existing guidance, such as franchise taxes and interim recognition of enactment of tax laws or rate changes. The amendments in this update are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Company is assessing the effects that the adoption of this accounting pronouncement may have on its 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, 2020 and 2019. 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, 2020, the Company has met the capitalization requirements and has incurred $371,304 in costs related to the development of the MediXall platform. | 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 GAAP. The following summarizes the more significant of these policies and practices. Subsequent Events The Company has evaluated subsequent events through the filing of this Form 10-K and determined that no events require disclosure in these consolidated financial statements except as discussed in Note 10. 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 at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting year. 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 adjustments are reflected in 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. Additionally, the Company faces significant risk and uncertainty related to the COVID-19 pandemic. Please see Note 10 for further discussion. Cash Cash is limited to interest and noninterest-bearing accounts in multiple financial institutions. Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash deposits in excess of the Federal Deposit Insurance Corporation ("FDIC"). The cash accounts are spread among several financial institutions to ensure they are fully insured by the FDIC. 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. 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 Companys 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 year 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 December 31, 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 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 LPS does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on LPS. 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, 2019 and 2018: Year Ended December 31, 2019 2018 Basic and Diluted LPS Computation Numerator: Loss available to common stockholders $ (3,420,951 ) $ (2,983,429 ) Denominator: Weighted average number of common shares outstanding 74,134,225 65,012,738 Basic and diluted LPS $ (0.05 ) $ (0.05 ) 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) 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 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 consolidated assets and 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 consolidated statement of cash flows. On December 18, 2019, the Financial Accounting Standards Board issued the Accounting Standards Update 2019-12 Income taxes (Topic 740)Simplifying the accounting for income taxes. The amendments in this update simplify the accounting for income taxes by removing certain exceptions to the general principles and also improve consistent application by clarifying and amending existing guidance, such as franchise taxes and interim recognition of enactment of tax laws or rate changes. The amendments in this update are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Company is assessing the effects that the adoption of this accounting pronouncement may have on its 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. Based on impairment tests performed a write-down of long-lived assets was required during 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 years ended December 31, 2019 and 2018, the Companys 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, 2019. 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 taxes. The analysis resulted in an impairment loss of $0 and $86,670 for the years ended December 31, 2019 and 2018, respectively. |
Stockholders Equity
Stockholders Equity | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Stockholders Equity | Note 4 Stockholders Equity During the year ended December 31, 2019, we entered into the following securities related transactions: · Received proceeds of $2,602,499 net of offering costs of $0, pursuant to a Private Placement Memorandum and for which 9,963,500 shares of restricted common stock were issued. · Issued 1,346,501 shares of restricted common stock as compensation for services rendered by employees, advisors, and independent contractors of the Company with a fair market value of $673,251. 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 to a Private Placement Memorandum and for which 7,632,231 shares of restricted common stock were issued. · Issued 1,662,941 shares of restricted 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 restricted common stock with a value of $6,000 as settlement for a legal matter. |
Preferred Stock
Preferred Stock | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | ||
Preferred Stock | Note 6 Preferred Stock The 264,894 outstanding Series A 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. On June 24, 2020, the Company filed with the Secretary of State of the State of Nevada (the Secretary of State) a certificate of designation (the Certificate of Designation) of Series B Convertible Preferred Stock Upon the occurrence of the events as set forth in paragraph (a) or (b) below, each share of Series B Preferred Stock shall be converted into four (the Conversion Ratio) fully paid and non-assessable shares of common stock or any shares of capital stock or other securities of the Company into which such common stock shall hereafter be changed or reclassified (the Conversion Shares) as set forth in the Certificate of Designation. (a) Automatic Conversion Immediately upon the listing of the common stock for trading on the New York Stock Exchange or the Nasdaq Stock Market, all of the issued and outstanding shares of Series B Preferred Stock shall automatically be converted into Conversion Shares without any further action of any holder of Series B Preferred Stock (each, a Series B Holder and collectively, Series B Holders). (b) Optional Conversion A Series B Holder shall have the right at any time during the period beginning on the date which is six months following the date that the Series B Preferred Stock is initially issued and prior to any automatic conversion as provided in the Certificate of Designation, to convert all or any part of the outstanding Series B Preferred Stock held by such Series B Holder into Conversion Shares at the Conversion Ratio as provided in the Certificate of Designation, subject to limitations set forth in the Certificate of Designation. Dividends Series B Holders will be entitled to receive a quarterly dividend, until the conversion of the Series B Preferred Stock, at the rate of 8% per annum (the Series B Dividend). The Series B Dividend will be cumulative, shall accrue quarterly, and be paid via the issuance of a number of shares of common stock of the Company equal to (1) the dollar amount of the Series B Dividend being paid, divided by (2) $0.25 (the Stock Dividend). The Stock Dividend shall be paid via the issuance to the applicable Series B Holder of the applicable shares of common stock via book entry in the books and records of the Company. At June 30, 2020, cumulative unpaid dividends on the Series B Preferred Stock amounted to $767. Voting Rights Each share of Series B Preferred Stock shall have a number of votes on any matter submitted to the holders of the Companys common stock, or any class thereof, for a vote, equal to the number of Conversion Shares into which the Series B Preferred Stock is then convertible, and shall vote together with the common stock, or any class thereof, as applicable, as one class on such matter for as long as the share of Series B Preferred Stock is issued and outstanding. | Note 5 – 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 shares 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, 2020 | Dec. 31, 2019 | |
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 Holdings Corp. (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 Companys Interim Chief Executive Officer and director, and a significant stockholder of the Company, and Timothy Hart, the Companys Chief Financial Officer and director, and a significant stockholder of the Company. Neil Swartz and Timothy Hart are the Companys sole members of the Board of Directors. Under this agreement, we pay TBG a monthly fee of $40,000. During the three and six month periods ended June 30, 2020 and 2019, the Company expensed $120,000 and $240,000, respectively, of related party management fees related to this agreement. R3 Accounting LLC (R3), owned by Mr. Hart, provides accounting, tax and bookkeeping services to the Company. During the three and six month periods ended June 30, 2020 and 2019, the Company expensed $103,500 and $37,550 and $ Accounts receivable / (Accounts payable and accrued expenses) to related parties are as follows: Related Party At June 30, 2020 At December 31, 2019 TBG $ 45,430 $ (241,870 ) R3 (19,931 ) (19,931 ) $ 25,499 $ (261,801 ) | Note 6 Related Party Transactions Pursuant to an agreement dated June 2013 and amended in May 2019, TBG Holdings Corp. (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 Companys Chief Executive Officer and director, and a significant stockholder of the Company, and Timothy Hart, the Companys 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 years ended December 31, 2019 and 2018, the Company expensed $480,000 and $300,000, respectively, of related party management fees related to this agreement. R3 Accounting LLC (R3), owned by Mr. Hart, provides accounting, tax and bookkeeping services to the Company. During the years ended December 31, 2019 and 2018, the Company expensed $236,275 and $100,000, respectively, related to R3 services. Accounts receivable (accounts payable and accrued expenses) to related parties are as follows: Related Party At December 31, 2019 At December 31, 2018 TBG $ (241,870 ) $ 160,590 R3 (19,931 ) (21,931 ) $ (261,801 ) $ 138,659 |
Long Term Debt
Long Term Debt | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Long Term Debt | Note 5 Long Term Debt During May 2020, the Company received a Paycheck Protection Program (PPP) loan in the amount of $165,720. The loan matures in May 2022 and bears an interest rate of 1%. Monthly payments on the loan are deferred for six months. The Small Business Administration will forgive the loan if certain employee retention criteria are met and the proceeds are used for eligible expenses. |
Legal Contingencies
Legal Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Loss Contingency, Information about Litigation Matters [Abstract] | ||
Legal Contingencies | Note 7 Pending Legal Matters Various legal claims arise from time to time in the normal course of business which, in the opinion of management, will not have a material effect on the Company's condensed consolidated financial statements. | Note 7 Legal Contingencies Various legal claims arise from time to time in the normal course of business which, in the opinion of management, will not have a material effect on the Company's consolidated financial statements. |
Lease
Lease | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Lease | Note 8 Lease We adopted ASU 2016-02, Leases on January 1, 2019, which resulted in the recognition of one operating lease on the 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 asset and operating lease liability 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 Companys operating lease obligation is for the Companys office facility. Our lease has a remaining lease term of approximately 1.6 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 years ended December 31, 2019 are as follows: Year Ended 2019 2018 Operating Lease Expense Recognized $ 75,263 $ 99,780 Cash paid for amounts included in measurement of lease liabilities $ 71,795 $ N/A N/A Not applicable during 2018. The Company adopted ASU 2016-02 Leases on January 1, 2019. At December 31, 2019 Operating lease right-of-use asset $ 113,395 Operating lease liability $ 117,639 Weighted-average remaining lease term 1.6 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 December 31, 2019 2020 $ 76,452 2021 $ 46,182 Total future minimum lease payments $ 122,634 Less imputed interest $ (4,995 ) Total operating lease liability $ 117,639 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
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 is as follows: 2019 2018 Rate Amount Rate Amount Tax benefit at US statutory rate 21 % $ 718,400 21 % $ 626,520 State taxes, net of federal benefit 5 % 171,048 5 % 149,171 Change in valuation allowance (26 )% (889,448 ) (26 )% (775,691 ) $ $ The tax effect of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at December 31, 2019 and 2018 consisted of the following: 2019 2018 Net Operating Loss Carryforward $ 2,643,599 $ 1,754,151 Valuation Allowance (2,643,599 ) (1,754,151 ) Total Net Deferred Tax Assets $ $ As of December 31, 2019, the Company had a net operating loss carry forward for income tax reporting purposes of approximately $9.1 million. These carryforwards will begin to expire in 2032. During the years ended December 31, 2019 and 2018, the Company assessed its earnings history and trend over the past year and its estimate of future earnings, and determined that it was more likely than not that the deferred tax assets would not be realized in the near term. Accordingly, a valuation allowance was recorded and maintained against the net deferred tax asset for the amount not expected to be realized in the future. The Company is no longer subject to examination by taxing authorities for the years before 2016. |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 8 Subsequent Events COVID 19 Pandemic On January 30, 2020, the World Health Organization (WHO) announced a global health emergency because of a new strain of coronavirus (the COVID-19 Outbreak). In March 2020, the WHO classified the COVID-19 Outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 Outbreak continues to evolve. The impact of the COVID-19 Outbreak on the Companys results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 Outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Companys results of operations, financial position and cash flows may be materially adversely affected. EGG Agreement On September 13, 2019, TurnKey Capital, Inc. (TurnKey), a related party of the Company, entered into a Definitive Acquisition Agreement (the EGG is a brand new model for healthcare and wellness that brings together top physicians and wellness professionals into co-practicing communities with shared access to a full-stack technology platform scheduling, billing, client acquisition, and telemedicine and flexible access to beautiful office space designed to optimize both the physician and client experience. The Company believes that this model creates a compelling new option for re-tenanting traditional shopping centers and mixed-use space that landlords see as a true traffic generator. On July 27, 2020, the Company and TurnKey entered into an assignment of the DAA. As a result of the COVID-19 outbreak, TurnKey determined that the original opportunity that existed with EGG was no longer practical in the short-term. The Company and TurnKey believed, however, that the EGG concept remained a viable concept on a virtual basis, and the Company possesses the infrastructure and willingness to pursue this opportunity. In exchange for 1,000,000 shares of the Companys common stock, TurnKey assigned its interest in the DAA to the Company. The assignment of interest of the DAA from TurnKey to the Company will be accounted at historical cost as a transaction under common ownership that lacks commercial substance. Accordingly there will be no gain or loss recognized with respect to this transaction. | Note 10 Subsequent Events On January 30, 2020, the World Health Organization (WHO) announced a global health emergency because of a new strain of coronavirus (the COVID-19 Outbreak). In March 2020, the WHO classified the COVID-19 Outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 Outbreak continues to evolve. The impact of the COVID-19 Outbreak on the Companys results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 Outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Companys results of operations, financial position and cash flows may be materially adversely affected. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock Based Compensation | Note 11 Stock Based Compensation During 2019 and 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 Companys board of directors. The Company values stock based compensation expense at fair value of the Companys stock at date of issuance. The following summarizes stock based compensation: Issued to Number of Shares Expense Recorded during the year ended December 31, 2019 Employees 430,833 $ 215,417 Advisors and Independent Contractors 915,668 457,834 1,346,501 $ 673,251 Issued to Number of Shares Expense Recorded during the year ended December 31, 2018 Employees 1,398,333 $ 839,000 Advisors and Independent Contractors 264,608 158,765 1,662,941 $ 997,765 The Company provides cash compensation in addition to stock compensation to advisors and independent contractors. Cash compensation to advisors and independent contractors was $220,000 and $95,000 during the years ended December 31, 2019 and 2018, respectively. The compensation expense to advisors and independent contractors is included in professional fees in the accompanying consolidated statements of operations. The compensation expense to employees is included in personnel related expenses in the accompanying consolidated statements of operations. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
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 Companys condensed consolidated financial position as of June 30, 2020 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 ending December 31, 2020. 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, 2019 included in the Companys Annual Report on Form 10-K, which was filed with the SEC on May 14, 2020. | 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 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. | |
Subsequent Events | Subsequent Events Management has evaluated events occurring subsequent to the condensed consolidated balance sheet date, through August 14, 2020, which is the date the condensed consolidated financial statements were issued, determining no events require disclosure in these condensed consolidated financial statements, with the exception of the matters described in Note 8. | Subsequent Events The Company has evaluated subsequent events through the filing of this Form 10-K and determined that no events require disclosure in these consolidated financial statements except as discussed in Note 10. |
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 at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting year. 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 adjustments are reflected in 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. Additionally, the Company faces risk and uncertainty related to the COVID-19 pandemic. Please see Note 8 for further discussion. Income Taxes The Company accounts for income taxes using the liability method prescribed by the Financial Accounting Standards Boards (FASB) Accounting Standards Codification 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, 2020. Accordingly, a valuation allowance was recorded against the net deferred tax asset. | 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. Additionally, the Company faces significant risk and uncertainty related to the COVID-19 pandemic. Please see Note 10 for further discussion. |
Cash | Cash Cash is limited to interest and noninterest-bearing accounts in multiple financial institutions. Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash deposits in excess of the Federal Deposit Insurance Corporation ("FDIC"). The cash accounts are spread among several financial institutions to ensure they are fully insured by the FDIC. | |
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. 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 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 Companys 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. | |
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 year 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 December 31, 2019. 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 fair value of the award and is recognized over the service period, which is usually the vesting period. The Company fair 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 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 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. The computation of diluted LPS does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on LPS. 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, 2020 and 2019: Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Basic and Diluted LPS Computation Numerator: Loss available to common stockholders $ (1,146,010 ) $ (670,365 ) $ (2,997,095 ) $ (1,414,763 ) Denominator: Weighted average number of common shares outstanding 87,751,941 72,929,763 86,211,828 71,977,253 Basic and diluted LPS $ (0.01 ) $ (0.01 ) $ (0.03 ) $ (0.02 ) Potentially dilutive securities not included in the calculation of diluted LPS attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares): Series A Preferred stock (convertible) 24,900,000 24,900,000 24,900,000 24,900,000 Series B Preferred stock (convertible) 2,000,000 2,000,000 | 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 LPS does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on LPS. 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, 2019 and 2018: Year Ended December 31, 2019 2018 Basic and Diluted LPS Computation Numerator: Loss available to common stockholders $ (3,420,951 ) $ (2,983,429 ) Denominator: Weighted average number of common shares outstanding 74,134,225 65,012,738 Basic and diluted LPS $ (0.05 ) $ (0.05 ) 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 On December 18, 2019, the FASB issued Accounting Standards Update (ASU 2019-12) Income taxes (Topic 740)Simplifying the accounting for income taxes. The amendments in this update simplify the accounting for income taxes by removing certain exceptions to the general principles and also improve consistent application by clarifying and amending existing guidance, such as franchise taxes and interim recognition of enactment of tax laws or rate changes. The amendments in this update are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Company is assessing the effects that the adoption of this accounting pronouncement may have on its condensed consolidated financial statements. | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 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 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 consolidated assets and 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 consolidated statement of cash flows. On December 18, 2019, the Financial Accounting Standards Board issued the Accounting Standards Update 2019-12 Income taxes (Topic 740)Simplifying the accounting for income taxes. The amendments in this update simplify the accounting for income taxes by removing certain exceptions to the general principles and also improve consistent application by clarifying and amending existing guidance, such as franchise taxes and interim recognition of enactment of tax laws or rate changes. The amendments in this update are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Company is assessing the effects that the adoption of this accounting pronouncement may have on its consolidated financial statements. |
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, 2020 and 2019. 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 was required during 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, 2020, the Company has met the capitalization requirements and has incurred $371,304 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 years ended December 31, 2019 and 2018, the Companys 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, 2019. 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 taxes. The analysis resulted in an impairment loss of $0 and $86,670 for the years ended December 31, 2019 and 2018, respectively. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Organization Going Concern And Summary Of Significant Accounting Policies | ||
Schedule of estimated useful lives of depreciable assets | 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, 2020 and 2019: Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Basic and Diluted LPS Computation Numerator: Loss available to common stockholders $ (1,146,010 ) $ (670,365 ) $ (2,997,095 ) $ (1,414,763 ) Denominator: Weighted average number of common shares outstanding 87,751,941 72,929,763 86,211,828 71,977,253 Basic and diluted LPS $ (0.01 ) $ (0.01 ) $ (0.03 ) $ (0.02 ) | Following is the computation of basic and diluted loss per share for the years ended December 31, 2019 and 2018: Year Ended December 31, 2019 2018 Basic and Diluted LPS Computation Numerator: Loss available to common stockholders $ (3,420,951 ) $ (2,983,429 ) Denominator: Weighted average number of common shares outstanding 74,134,225 65,012,738 Basic and diluted LPS $ (0.05 ) $ (0.05 ) |
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 LPS attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares): Series A Preferred stock (convertible) 24,900,000 24,900,000 24,900,000 24,900,000 Series B Preferred stock (convertible) 2,000,000 2,000,000 | 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, 2020 | Dec. 31, 2019 | |
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, 2020 At December 31, 2019 TBG $ 45,430 $ (241,870 ) R3 (19,931 ) (19,931 ) $ 25,499 $ (261,801 ) | Accounts receivable (accounts payable and accrued expenses) to related parties are as follows: Related Party At December 31, 2019 At December 31, 2018 TBG $ (241,870 ) $ 160,590 R3 (19,931 ) (21,931 ) $ (261,801 ) $ 138,659 |
Lease (Tables)
Lease (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Components of Lease Expense and Other Lease Information | The components of lease expense and other lease information as of and during the years ended December 31, 2019 are as follows: Year Ended 2019 2018 Operating Lease Expense Recognized $ 75,263 $ 99,780 Cash paid for amounts included in measurement of lease liabilities $ 71,795 $ N/A N/A Not applicable during 2018. The Company adopted ASU 2016-02 Leases on January 1, 2019. At December 31, 2019 Operating lease right-of-use asset $ 113,395 Operating lease liability $ 117,639 Weighted-average remaining lease term 1.6 years Weighted-average discount rate 6.0 % |
Maturities Lease Liabilities | Future minimum lease payments under non-cancellable leases, reconciled to our discounted operating lease liability is as follows: At December 31, 2019 2020 $ 76,452 2021 $ 46,182 Total future minimum lease payments $ 122,634 Less imputed interest $ (4,995 ) Total operating lease liability $ 117,639 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 is as follows: 2019 2018 Rate Amount Rate Amount Tax benefit at US statutory rate 21 % $ 718,400 21 % $ 626,520 State taxes, net of federal benefit 5 % 171,048 5 % 149,171 Change in valuation allowance (26 )% (889,448 ) (26 )% (775,691 ) $ $ |
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, 2019 and 2018 consisted of the following: 2019 2018 Net Operating Loss Carryforward $ 2,643,599 $ 1,754,151 Valuation Allowance (2,643,599 ) (1,754,151 ) Total Net Deferred Tax Assets $ $ |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Summary stock based compensation | The following summarizes stock based compensation: Issued to Number of Shares Expense Recorded during the year ended December 31, 2019 Employees 430,833 $ 215,417 Advisors and Independent Contractors 915,668 457,834 1,346,501 $ 673,251 Issued to Number of Shares Expense Recorded during the year ended December 31, 2018 Employees 1,398,333 $ 839,000 Advisors and Independent Contractors 264,608 158,765 1,662,941 $ 997,765 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 1 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | ||
Aug. 14, 2020 | May 12, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accumulated deficit | $ (16,646,879) | $ (13,649,784) | $ (10,228,833) | |||
Proceeds from stock issued | $ 1,098,750 | $ 999,501 | $ 2,602,499 | $ 2,516,855 | ||
Subsequent Event [Member] | ||||||
Stock issued | 1,630,000 | 1,847,000 | ||||
Proceeds from stock issued | $ 408,000 | $ 486,750 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Estimated useful lives) (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Equipment [Member] | |
Estimated useful lives | 5 years |
Furniture [Member] | Minimum [Member] | |
Estimated useful lives | 5 years |
Furniture [Member] | Maximum [Member] | |
Estimated useful lives | 10 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Schedule of Basic and Diluted LPS) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | ||||||||
Loss available to common stockholders | $ (1,146,010) | $ (1,851,085) | $ (670,365) | $ (744,398) | $ (2,997,095) | $ (1,414,763) | $ (3,420,951) | $ (2,983,429) |
Denominator: | ||||||||
Weighted average number of common shares outstanding | 87,751,941 | 72,929,763 | 86,211,828 | 71,977,253 | 74,134,225 | 65,012,738 | ||
Basic and diluted LPS | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.02) | $ (0.05) | $ (0.05) | ||
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 | ||||||
Convertible Preferred Stock Series A [Member] | ||||||||
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 | ||||
Convertible Preferred Stock Series B [Member] | ||||||||
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) | 2,000,000 | 2,000,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | |
Accounting Policies [Abstract] | |||||
Impairment loss | $ 86,670 | ||||
Right-of-use lease asset | 79,093 | 113,395 | $ 179,341 | ||
Operating lease liability | 75,887 | 71,362 | $ 179,341 | ||
Website and development costs | $ 371,304 | $ 356,704 | $ 351,457 |
Stockholders Equity (Details Na
Stockholders Equity (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Class of Stock [Line Items] | ||||||||
Offering costs | $ 3,000 | $ 0 | $ 0 | $ 0 | $ 309,783 | |||
Proceeds received pursuant to Private Placement Memorandum | 597,000 | 501,750 | 391,627 | 607,874 | 2,602,499 | 2,516,855 | ||
Fair market value | 470,000 | 1,043,065 | 125,000 | 673,251 | 997,765 | |||
Common stock issued to settle legal matter | 6,000 | |||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Proceeds received pursuant to Private Placement Memorandum | $ 2,350 | $ 1,907 | $ 1,472 | $ 2,351 | $ 9,964 | $ 7,632 | ||
Shares of common stock for services | 1,880,000 | 3,964,375 | 240,000 | 1,346,501 | 1,662,941 | |||
Fair market value | $ 1,880 | $ 3,964 | $ 240 | $ 1,347 | $ 1,663 | |||
Shares to be issued pursuant to Private Placement Memorandum | 2,350,000 | 1,907,000 | 1,471,500 | 2,351,000 | 9,963,500 | 7,632,231 | ||
Common stock issued to settle legal matter | $ 10 | |||||||
Common stock issued to settle legal matter, Shares | 10,000 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Convertible Preferred Stock Series A [Member] | |||
Convertible Preferred Series A stock, shares authorized | 1,000,000 | 1,000,000 | 5,000,000 |
Convertible Preferred stock, shares outstanding | 264,894 | 264,894 | 264,894 |
Number of common stock issuable for total shares of convertible preferred stock | 24,900,000 | 24,900,000 | |
Convertible Preferred Stock Series B [Member] | |||
Convertible Preferred Series A stock, shares authorized | 4,000,000 | ||
Convertible Preferred stock, shares outstanding | 500,000 | 0 | |
Dividend rate | 8.00% | ||
Dividends | $ 767 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts payable and accrued expenses - related party | $ (19,931) | $ (261,801) | $ (21,931) |
Accounts receivable - related party | 45,430 | 160,590 | |
TBG Holdings Corp. [Member] | |||
Accounts payable and accrued expenses - related party | (241,870) | ||
Accounts receivable - related party | 45,430 | 160,590 | |
R3 Accounting LLC [Member] | |||
Accounts payable and accrued expenses - related party | $ (19,931) | $ (19,931) | $ (21,931) |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) - USD ($) | Sep. 30, 2013 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | |||||||
Fee for accounting services | $ 103,500 | $ 37,550 | $ 141,000 | $ 130,550 | $ 236,275 | $ 100,000 | |
Management fee - related party | 120,000 | 120,000 | 240,000 | 240,000 | 480,000 | 300,000 | |
TBG Holdings Corp. [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Fee for consulting and administrative services | 40,000 | ||||||
Management fee - related party | 120,000 | 120,000 | 240,000 | 240,000 | 480,000 | 300,000 | |
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 consulting and administrative services | $ 236,275 | $ 100,000 | |||||
Fee for accounting services | $ 103,500 | $ 37,550 | $ 141,000 | $ 130,550 |
Long Term Debt (Details)
Long Term Debt (Details) | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Debt Disclosure [Abstract] | |
PPP loan | $ 165,720 |
Interest rate | 1.00% |
Maturity date | May 31, 2022 |
Lease (Schedule of Components o
Lease (Schedule of Components of Lease Expense and Other Lease Information) (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2020 | Jan. 01, 2018 | |
Leases [Abstract] | ||||
Operating Lease Expense Recognized | $ 75,263 | $ 99,780 | ||
Cash paid for amounts included in measurement of lease liabilities | 71,795 | |||
Operating lease right-of-use asset | 113,395 | $ 79,093 | $ 179,341 | |
Operating lease liability | $ 117,639 | |||
Weighted-average remaining lease term | 1 year 7 months 6 days | |||
Weighted-average discount rate | 6.00% |
Leases (Schedule of Future Mini
Leases (Schedule of Future Minimum Lease Commitments) (Details) | Dec. 31, 2019USD ($) |
Operating Leases | |
2020 | $ 76,452 |
2021 | 46,182 |
Total future minimum lease payments | 122,634 |
Less: Imputed interest | (4,995) |
Total operating lease liability | $ 117,639 |
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, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Amount: | ||||||
Tax benefit at US statutory rate | $ 718,400 | $ 626,520 | ||||
State taxes, net of federal benefit | 171,048 | 149,171 | ||||
Change in valuation allowance | (889,448) | (775,691) | ||||
Income tax amount | ||||||
Rate: | ||||||
Tax benefit at US statutory rate | 21.00% | 21.00% | ||||
State taxes, net of federal benefit | 5.00% | 5.00% | ||||
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, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net Operating Loss Carryforward | $ 2,643,599 | $ 1,754,151 |
Valuation Allowance | (2,643,599) | (1,754,151) |
Total Net Deferred Tax Assets |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carry forward | $ 9,100,000 |
Operating loss carry forward expiration date | Dec. 31, 2032 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Shares issued | 1,346,501 | 1,662,941 | ||
Expense recorded | $ 1,513,065 | $ 95,000 | $ 643,251 | $ 997,765 |
Employees [Member] | ||||
Number of Shares issued | 430,833 | 1,398,333 | ||
Expense recorded | $ 215,417 | $ 839,000 | ||
Advisors and Independent Contractors [Member] | ||||
Number of Shares issued | 915,668 | 264,608 | ||
Expense recorded | $ 457,834 | $ 158,765 | ||
Cash compensation paid | $ 220,000 | $ 95,000 |
Subsequent Events (Details)
Subsequent Events (Details) | Jul. 27, 2020shares |
Subsequent Event [Member] | |
Stock issued from EGG to Turnkey | 1,000,000 |