Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 17, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | MediXall Group, Inc. | |
Entity Central Index Key | 0001601280 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 96,510,930 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Shell Company | true | |
Entity Interactive Data Current | Yes | |
Entity File Number | 333-194337 | |
Entity Incorporation | NV |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash | $ 519,451 | $ 446,219 |
Prepaid expenses - related party | 297,630 | |
Total current assets | 817,081 | 446,219 |
Furniture and equipment, net | 27,536 | 21,662 |
Right-of-use operating lease asset | 61,425 | 113,395 |
Website and development costs | 427,464 | 356,704 |
Total assets | 1,333,506 | 937,980 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 348,489 | 160,780 |
Accounts payable and accrued expenses - related party | 19,931 | 261,801 |
Operating lease liability | 65,457 | 71,362 |
Total current liabilities | 433,877 | 493,943 |
Operating lease liability, net of current portion | 46,277 | |
Long term debt | 165,719 | |
Total liabilities | 599,596 | 540,220 |
STOCKHOLDERS' EQUITY: | ||
Common Stock, $0.001 par value 750,000,000 shares authorized; 95,807,930 and 80,952,555 shares issued and outstanding | 95,808 | 80,953 |
Additional paid-in capital | 18,250,569 | 13,966,326 |
Accumulated deficit | (17,613,510) | (13,649,784) |
Total stockholders' equity | 733,910 | 397,760 |
Total liabilities and stockholders' equity | 1,333,506 | 937,980 |
Convertible Preferred Stock Series A [Member] | ||
STOCKHOLDERS' EQUITY: | ||
Convertible Preferred stock | 265 | 265 |
Convertible Preferred Stock Series B [Member] | ||
STOCKHOLDERS' EQUITY: | ||
Convertible Preferred stock | $ 778 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Common Stock, Par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 750,000,000 | 750,000,000 |
Common Stock, shares issued | 95,807,930 | 80,952,555 |
Common Stock, shares outstanding | 95,807,930 | 80,952,555 |
Convertible Preferred Stock Series A [Member] | ||
Convertible Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Convertible Preferred stock, shares issued | 264,894 | 264,894 |
Convertible Preferred stock, shares outstanding | 264,894 | 264,894 |
Convertible Preferred Stock Series B [Member] | ||
Convertible Preferred stock, par value (in dollars per share) | $ 0.001 | |
Convertible Preferred stock, shares authorized | 4,000,000 | |
Convertible Preferred stock, shares issued | 777,560 | 0 |
Convertible Preferred stock, shares outstanding | 777,560 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenue | $ 807 | $ 2,253 | ||
Operating Expenses | ||||
Professional fees | 241,454 | 131,988 | 1,145,895 | 448,812 |
Professional fees - related party | 104,050 | 55,725 | 245,050 | 186,275 |
Management fee - related party | 120,000 | 120,000 | 360,000 | 360,000 |
Personnel related expenses | 428,633 | 311,556 | 1,998,460 | 868,602 |
Other selling, general and administrative | 72,494 | 96,416 | 214,321 | 268,205 |
Total Operating Expenses | 966,631 | 715,685 | 3,963,726 | 2,131,894 |
Loss before income taxes | (966,631) | (714,878) | (3,963,726) | (2,129,641) |
Income taxes | ||||
Net Loss | $ (966,631) | $ (714,878) | $ (3,963,726) | $ (2,129,641) |
Net loss per common share - basic and diluted | $ (0.01) | $ (0.01) | $ (0.04) | $ (0.03) |
Weighted average number of common shares outstanding during the periods - basic and diluted | 93,506,088 | 74,640,786 | 88,660,995 | 72,874,854 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Series A Voting Preferred Stock$0.001 Par Value [Member[ | 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, 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 | ||||
Net Loss | (2,129,641) | |||||
Balance at Sep. 30, 2019 | $ 265 | $ 75,469 | 12,479,895 | (12,358,474) | 197,155 | |
Balance, Shares at Sep. 30, 2019 | 264,894 | 75,468,722 | ||||
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 | ||||
Proceeds received pursuant to Private Placement Memorandum, net of offering costs | $ 1,711 | 631,289 | 633,000 | |||
Proceeds received pursuant to Private Placement Memorandum, Shares | 1,711,000 | |||||
Common stock issued for services | $ 53 | 26,281 | 26,334 | |||
Common stock issued for services, Shares | 52,668 | |||||
Net Loss | (714,878) | (714,878) | ||||
Balance at Sep. 30, 2019 | $ 265 | $ 75,469 | 12,479,895 | (12,358,474) | 197,155 | |
Balance, Shares at Sep. 30, 2019 | 264,894 | 75,468,722 | ||||
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 | ||||
Net Loss | (3,963,726) | |||||
Balance at Sep. 30, 2020 | $ 265 | $ 778 | $ 95,808 | 18,250,569 | (17,613,510) | 733,910 |
Balance, Shares at Sep. 30, 2020 | 264,894 | 777,560 | 95,807,930 | |||
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 | |||
Proceeds received pursuant to Private Placement Memorandum, net of offering costs | $ 3,754 | 906,746 | 910,500 | |||
Proceeds received pursuant to Private Placement Memorandum, Shares | 3,754,000 | |||||
Proceeds received from sale of Preferred Stock | $ 278 | 277,283 | 277,561 | |||
Proceeds received from sale of Preferred Stock, Shares | 277,560 | |||||
Common stock issued to related party (unaudited) | $ 1,000 | (1,000) | ||||
Common stock issued to related party (unaudited) Shares | 1,000,000 | |||||
Net Loss | (966,631) | (966,631) | ||||
Balance at Sep. 30, 2020 | $ 265 | $ 778 | $ 95,808 | $ 18,250,569 | $ (17,613,510) | $ 733,910 |
Balance, Shares at Sep. 30, 2020 | 264,894 | 777,560 | 95,807,930 |
CONSOLIDATED STATEMENT OF CHA_2
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - USD ($) | 3 Months Ended | |||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||||||
Offering costs | $ 0 | $ 3,000 | $ 0 | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (3,963,726) | $ (2,129,641) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation | 3,000 | 3,000 |
Stock issued as compensation for services | 1,513,065 | 121,334 |
Changes in operating assets and liabilities: | ||
Accounts receivable - related party | (297,630) | 160,590 |
Accounts payable and accrued expenses | 187,709 | 51,166 |
Accounts payable and accrued expenses - related party | (241,870) | 20,319 |
Right-of-use operating lease asset | 51,970 | 49,047 |
Operating lease liability | (52,182) | (44,991) |
Net cash used in operating activities | (2,799,664) | (1,769,176) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of furniture and equipment | (8,874) | (8,880) |
Website development costs | (70,760) | (5,247) |
Net cash used in investing activities | (79,634) | (14,127) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from the sale of common stock, net of offering costs | 2,009,250 | 1,632,501 |
Proceeds from the sale of preferred stock | 777,561 | |
Proceeds from long term debt | 165,719 | |
Net cash provided by financing activities | 2,952,530 | 1,632,501 |
Net increase (decrease) in cash | 73,232 | (150,802) |
Cash at beginning of period | 446,219 | 201,509 |
Cash at end of period | 519,451 | 50,707 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest paid in cash | ||
Income taxes paid in cash | ||
Non-cash transactions: | ||
Reclassification of stock compensation from other liabilities to common stock | 30,000 | |
Right-of-use asset obtained in exchange for operating lease liabilities | 179,341 | |
Common stock issued to related party | $ 1,000 |
Organization and Nature of Oper
Organization and Nature of Operation | 9 Months Ended |
Sep. 30, 2020 | |
Organization Going Concern And Summary Of Significant Accounting Policies | |
Organization and Nature of Operation | 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 seeking 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 seeks to connect patients with healthcare providers and wellness services. The Companys targeted marketplace is Florida, with plans for a nationwide roll-out. Thus far, MediXall has launched the MediXall platform marketplace throughout Florida beginning in 2019 in a controlled launch and launched Health Karma throughout the U.S. in a beta release beginning in August 2020. 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, and (5) Health Karma, Inc. which was established during the third quarter of 2020 to increase functionality of the MediXall platform. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2020 | |
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 $17,613,510 at September 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 September 30, 2020, the Company has issued 703,000 shares of its restricted common stock for total proceeds of $192,000 and issued 660,000 shares of its Series B preferred stock for total proceeds of $660,000. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
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 September 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 November 17, 2020, which is the date the condensed consolidated financial statements were issued, determining all subsequent events have been disclosed. 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 September 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 nine month periods ended September 30, 2020 and 2019: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Basic and Diluted LPS Computation Numerator: Loss available to common stockholders $ (966,631 ) $ (714,878 ) $ (3,963,726 ) $ (2,129,641 ) Denominator: Weighted average number of common shares outstanding 93,506,088 74,640,786 88,660,995 72,874,854 Basic and diluted LPS $ (0.01 ) $ (0.01 ) $ (0.04 ) $ (0.03 ) 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) 3,110,240 3,110,240 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 does not expect the adoption of this accounting pronouncement to have a material impact 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 nine month periods ended September 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 September 30, 2020, the Company has met the capitalization requirements and has incurred $427,464 in costs related to the development of the MediXall platform. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
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 members of the Companys Board of Directors. Under this agreement, we pay TBG a monthly fee of $40,000. During the three and nine month periods ended September 30, 2020 and 2019, the Company expensed $120,000 and $360,000, respectively, of related party management fees related to this agreement. At September 30, 2020, the Company had prepaid management fees related to the aforementioned agreement with TBG amounting to $297,630. At December 31, 2019, there are no such prepaid expenses. R3 Accounting LLC (R3), owned by Mr. Hart, provides accounting, tax and bookkeeping services to the Company. During the three and nine month periods ended September 30, 2020 and 2019, the Company expensed $104,050 and $55,725 and $ Prepaid expenses / (Accounts payable and accrued expenses) to related parties are as follows: Related Party At September 30, 2020 At December 31, 2019 TBG $ 297,630 $ (241,870 ) R3 (19,931 ) (19,931 ) $ 277,699 $ (261,801 ) EGG Agreement On September 13, 2019, TurnKey Capital, Inc. (TurnKey), a related party of the Company, entered into a Definitive Acquisition Agreement (the DAA) with Egg Health Hub, Inc. (EGG), pursuant to which EGG would become a wholly owned subsidiary of TurnKey. EGG has no employees, does not currently conduct operations and has no financial assets and liabilities. 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 office space designed to optimize both the physician and client experience. This model creates a compelling new option for re-tenanting traditional shopping centers and mixed-use space. 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 transaction was accounted for at historical cost as a transaction under common ownership that lacks commercial substance. As such, the issuance of the Companys common stock to Turnkey was recorded as an increase of $1,000 to common stock, with a corresponding decrease to additional paid-in capital. |
Long Term Debt
Long Term Debt | 9 Months Ended |
Sep. 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 $165,719. The loan matures in May 2022 and bears an interest rate of 1%. Monthly payments on the loan are deferred until October 2021. The Small Business Administration will forgive the loan if certain employee retention criteria are met and the proceeds are used for eligible expenses. |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2020 | |
Equity [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 shares 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 September 30, 2020, cumulative unpaid dividends on the Series B Preferred Stock amounted to $13,106. 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. |
Pending Legal Matters
Pending Legal Matters | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Pending Legal Matters | Note 7 Pending Legal Matters The Company has received a Subpoena from the SEC requesting certain documents in connection with an investigation styled, In the Matter of TBG Holdings Corporation. This investigation is a non-public, fact-finding inquiry and does not require disclosure by the Company. The Company has decided to disclose this matter in order to more fully keep our shareholders apprised of matters affecting the Company and its shareholders. The investigation in no way has made a conclusion that anyone has violated any securities laws or regulations. Also, this investigation does not mean the SEC has a negative opinion of any person, entity, or security. All SEC investigations are conducted privately. TBG Holdings Corp. (TBG) is owned in part by Neil Swartz, the Companys Interim Chief Executive Officer and Chairman of the Board, and a significant stockholder of the Company, and Timothy Hart, the Companys Chief Financial Officer, Treasurer, Secretary and director, and a significant stockholder of the Company. Messrs. Swartz and Hart are members of the Companys Board of Directors. 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. Under this agreement, the Company pays TBG a monthly fee of $40,000. As part of its investigation, the SEC has requested certain financial documents and information related to the Company, as well as documents related to transactions with R3 Accounting LLC (R3) and other entities. R3, owned by Mr. Hart, provides accounting, tax, and bookkeeping services to the Company. All transactions between the Company and each of TBG and R3 are routinely updated and disclosed in the Companys Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, each as filed with the SEC. These filings can be found on the SECs public web site at https://www.sec.gov/cgi-bin/browse-edgar?CIK=1601280&owner=exclude. The Company is cooperating fully with the SEC in its investigation and has supplied, and if requested, will continue to supply, the SEC with all documents requested in a timely fashion. To date, the SEC has not informed the Company that it has opened an investigation into the Company and at this time, the Company is not aware of any investigation into the Company by the SEC. 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. |
COVID 19 Pandemic
COVID 19 Pandemic | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COVID 19 Pandemic | Note 8 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
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 September 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 | Principles of Consolidation These condensed consolidated financial statements presented are those of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-conforming events. Accordingly, the actual results could differ significantly from estimates. A material estimate that is particularly susceptible to significant change in the near-term relate to the determination of the impairment of website and development cost. The Company uses various assumptions and actuarial data it believes to be reasonable under the circumstances to make this estimate. Although considerable variability is likely to be inherent in this estimate, management believes that the amount provided is reasonable. This estimate is continually reviewed and adjusted if necessary. Such adjustment is reflected in current operations. |
Subsequent Events | Subsequent Events Management has evaluated events occurring subsequent to the condensed consolidated balance sheet date, through November 16, 2020, which is the date the condensed consolidated financial statements were issued, determining all subsequent events have been disclosed. |
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 | 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 September 30, 2020. 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. |
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. |
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 nine month periods ended September 30, 2020 and 2019: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Basic and Diluted LPS Computation Numerator: Loss available to common stockholders $ (966,631 ) $ (714,878 ) $ (3,963,726 ) $ (2,129,641 ) Denominator: Weighted average number of common shares outstanding 93,506,088 74,640,786 88,660,995 72,874,854 Basic and diluted LPS $ (0.01 ) $ (0.01 ) $ (0.04 ) $ (0.03 ) 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) 3,110,240 3,110,240 |
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 does not expect the adoption of this accounting pronouncement to have a material impact on its condensed 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 nine month periods ended September 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 | 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 September 30, 2020, the Company has met the capitalization requirements and has incurred $427,464 in costs related to the development of the MediXall platform. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
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 nine month periods ended September 30, 2020 and 2019: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Basic and Diluted LPS Computation Numerator: Loss available to common stockholders $ (966,631 ) $ (714,878 ) $ (3,963,726 ) $ (2,129,641 ) Denominator: Weighted average number of common shares outstanding 93,506,088 74,640,786 88,660,995 72,874,854 Basic and diluted LPS $ (0.01 ) $ (0.01 ) $ (0.04 ) $ (0.03 ) |
Schedule of potentially dilutive securities not included in the calculation of diluted net loss per share | Potentially dilutive securities not included in the calculation of diluted 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) 3,110,240 3,110,240 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 September 30, 2020 At December 31, 2019 TBG $ 297,630 $ (241,870 ) R3 (19,931 ) (19,931 ) $ 277,699 $ (261,801 ) |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 2 Months Ended | 9 Months Ended | ||
Nov. 16, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Accumulated deficit | $ 17,613,510 | $ 13,649,784 | ||
Proceeds from stock issued | $ 2,009,250 | $ 1,632,501 | ||
Subsequent Event [Member] | Restricted Common Stock [Member] | ||||
Stock issued | 703,000 | |||
Proceeds from stock issued | $ 192,000 | |||
Subsequent Event [Member] | Convertible Preferred Stock Series B [Member] | ||||
Stock issued | 660,000 | |||
Proceeds from stock issued | $ 660,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Schedule of Basic and Diluted LPS) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Numerator: | ||||||||
Loss available to common stockholders | $ (966,631) | $ (1,146,010) | $ (1,851,085) | $ (714,878) | $ (670,365) | $ (744,398) | $ (3,963,726) | $ (2,129,641) |
Denominator: | ||||||||
Weighted average number of common shares outstanding | 93,506,088 | 74,640,786 | 88,660,995 | 72,874,854 | ||||
Basic and diluted LPS | $ (0.01) | $ (0.01) | $ (0.04) | $ (0.03) | ||||
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) | 3,110,240 | 3,110,240 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Website and development costs | $ 427,464 | $ 356,704 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Accounts payable and accrued expenses - related party | $ (19,931) | $ (261,801) |
Prepaid expenses - related party | 297,630 | |
TBG Holdings Corp. [Member] | ||
Accounts payable and accrued expenses - related party | (241,870) | |
Prepaid expenses - related party | 297,630 | |
R3Accounting, LLC [Member] | ||
Accounts payable and accrued expenses - related party | $ (19,931) | $ (19,931) |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) - USD ($) | Sep. 30, 2013 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jul. 27, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | |||||||
Fee for accounting services | $ 104,050 | $ 55,725 | $ 245,050 | $ 186,275 | |||
Management fee - related party | 120,000 | 120,000 | 360,000 | 360,000 | |||
Stock issued from EGG to Turnkey | 1,000,000 | ||||||
Prepaid management fees - related party | 297,630 | 297,630 | |||||
Common Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock issued to related party (unaudited) | 1,000 | ||||||
TBG Holdings Corp. [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Management fee - related party | 120,000 | 120,000 | 360,000 | 360,000 | |||
Management agreement description | 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 Company’s Interim 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. Neil Swartz and Timothy Hart are members of the Company’s Board of Directors. Under this agreement, we pay TBG a monthly fee of $40,000. | ||||||
Monthly management fee | $ 40,000 | ||||||
Prepaid management fees - related party | 297,630 | 297,630 | |||||
R3Accounting, LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Fee for accounting services | $ 104,050 | $ 55,725 | $ 245,050 | $ 186,275 |
Long Term Debt (Details)
Long Term Debt (Details) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Debt Disclosure [Abstract] | |
PPP loan | $ 165,719 |
Interest rate | 1.00% |
Maturity date | May 31, 2022 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Convertible Preferred Stock Series A [Member] | ||
Convertible Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible Preferred Series A stock, shares authorized | 1,000,000 | 1,000,000 |
Convertible Preferred stock, shares outstanding | 264,894 | 264,894 |
Number of common stock issuable for total shares of convertible preferred stock | 24,900,000 | |
Convertible Preferred Stock Series B [Member] | ||
Convertible Preferred stock, par value (in dollars per share) | $ 0.001 | |
Convertible Preferred Series A stock, shares authorized | 4,000,000 | |
Convertible Preferred stock, shares outstanding | 777,560 | 0 |
Dividend rate | 8.00% | |
Dividends | $ 13,106 |
Pending Legal Matters (Details
Pending Legal Matters (Details Narrative) | Sep. 30, 2013USD ($) |
TBG Holdings Corp. [Member] | |
Monthly management fee | $ 40,000 |