| Document and Entity Information - shares | 6 Months Ended | |
| Jun. 30, 2015 | Aug. 12, 2015 | |
| Document And Entity Information | ||
| Entity Registrant Name | American Doctors Online, Inc. | |
| Entity Central Index Key | 1,164,191 | |
| Document Type | 10-Q | |
| Document Period End Date | Jun. 30, 2015 | |
| Amendment Flag | false | |
| Current Fiscal Year End Date | --12-31 | |
| Is Entity a Well-known Seasoned Issuer? | No | |
| Is Entity a Voluntary Filer? | No | |
| Is Entity's Reporting Status Current? | No | |
| Entity Filer Category | Smaller Reporting Company | |
| Entity Common Stock, Shares Outstanding | 12,192,408 | |
| Document Fiscal Period Focus | Q2 | |
| Document Fiscal Year Focus | 2,015 |
| CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
| Current Assets: | ||
| Cash and cash equivalents | $ 45,783 | $ 49,898 |
| Accounts receivable | 56,006 | $ 103,602 |
| Prepaid assets | 15,402 | |
| Total current assets | 117,191 | $ 153,500 |
| Patents Pending | 153,071 | 122,889 |
| Patents, net of accumulated amortization of $41,417 (2015) and $38,779 (2014) | 46,180 | 48,818 |
| Furniture, fixtures and equipment, net of accumulated depreciation of $194,972 (2015) and $186,622 (2014) | 11,425 | 19,775 |
| Total assets | 327,867 | 344,982 |
| Current Liabilities: | ||
| Accounts payable and accrued expenses | 795,749 | 607,221 |
| Accounts payable and accrued expenses, related parties | 337,860 | 297,411 |
| Series B convertible preferred stock obligation | 179,667 | 179,667 |
| Deferred rent | 40,711 | 52,924 |
| Total current liabilities | 1,353,987 | 1,137,223 |
| Convertible notes payable, stockholder | 119,055 | 119,055 |
| Total liabilities | $ 1,473,042 | $ 1,256,278 |
| Commitment and Contingencies (Note 9) | ||
| Deficit: | ||
| Preferred stock, $0.01 par value; 15,000,000 shares authorized, Series A Convertible Preferred Stock, $0.01 par value, 3,500,000 shares authorized; 3,500,000 shares issued and outstanding | $ 35,000 | $ 35,000 |
| Common stock, $0.01 par value; 100,000,000 shares authorized; 12,192,408 shares issued and outstanding | 121,923 | 121,923 |
| Additional paid-in capital | 17,424,972 | 17,408,041 |
| Accumulated deficit | (16,320,633) | (16,064,010) |
| Total company stockholders' equity | 1,261,262 | 1,500,954 |
| Less noncontrolling interest | (2,406,437) | (2,412,250) |
| Total Deficit | (1,145,175) | (911,296) |
| Total Liabilities and Stockholders' Deficit | $ 327,867 | $ 344,982 |
| CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
| Accumulated amortization of patents | $ 41,417 | $ 38,779 |
| Accumulated depreciation of furniture, fixtures and equipment | $ 194,972 | $ 186,622 |
| Preferred stock, par value | $ 0.01 | $ 0.01 |
| Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
| Preferred stock, shares issued | 3,500,000 | 3,500,000 |
| Preferred stock, shares outstanding | 3,500,000 | 3,500,000 |
| Common stock, par value | $ 0.01 | $ 0.01 |
| Common stock, shares authorized | 100,000,000 | 100,000,000 |
| Common stock, shares issued | 12,192,408 | 12,192,408 |
| Common stock, shares outstanding | 12,192,408 | 12,192,408 |
| Series A Convertible Preferred Stock | ||
| Preferred stock, par value | $ 0.01 | $ 0.01 |
| Preferred stock, shares authorized | 3,500,000 | 3,500,000 |
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
| Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
| Income Statement [Abstract] | ||||
| Fee revenue, net | $ 120,361 | $ 125,457 | $ 239,320 | $ 246,778 |
| Operating expenses: | ||||
| Salaries and management fees (including stock compensation expenses of $6,289 and $16,931 for the three and six months ended June 30, 2015, respectively, and $94,311 and $188,624 for the three and six months ended June 30, 2014, respectively) | 79,559 | 204,827 | 163,996 | 409,759 |
| Professional and consulting fees (including stock compensation expense of $455,617 for the three and six months ended June 30, 2014) | $ 118,319 | 692,279 | $ 232,282 | 840,683 |
| Advertising and marketing | 1,559 | 1,559 | ||
| Rent and occupancy costs | $ 14,210 | 21,510 | $ 28,838 | 42,432 |
| Travel and entertainment | 2,202 | 16,579 | 3,586 | 23,866 |
| Insurance | 4,652 | 15,117 | 11,445 | 30,200 |
| Depreciation and amortization | 5,391 | 5,878 | 10,987 | 12,081 |
| Other general and administrative | 16,160 | 14,864 | 33,599 | 55,701 |
| Total operating expenses | 240,493 | 972,613 | 484,733 | 1,416,281 |
| Operating loss | (120,132) | (847,156) | (245,413) | (1,169,503) |
| Other Expense: | ||||
| Interest expense | (814) | (9,844) | (2,114) | (10,910) |
| Interest expense, stockholder | (1,471) | (521) | (3,285) | (2,551) |
| Total other expense | (2,285) | (10,365) | (5,399) | (13,461) |
| Net loss | (122,417) | (857,521) | (250,812) | (1,182,964) |
| Less net income attributable to noncontrolling interest | 3,419 | 11,272 | 5,812 | 16,179 |
| Net loss attributable to American Doctors Online, Inc. | $ (125,836) | $ (868,793) | $ (256,624) | $ (1,199,143) |
| Basic and diluted loss attributable to American Doctors Online, Inc. common stockholders, per share | $ (0.01) | $ (0.08) | $ (0.02) | $ (0.11) |
| Weighted average number of common shares outstanding, Basic and diluted | 12,192,409 | 11,382,685 | 12,192,409 | 11,321,925 |
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | ||
| Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
| Included in salaries and management fees | ||||
| Stock compensation expense | $ 6,289 | $ 94,311 | $ 16,931 | $ 188,624 |
| Included in professional and consulting fees | ||||
| Stock compensation expense | $ 455,617 | $ 455,617 | ||
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
| Jun. 30, 2015 | Jun. 30, 2014 | |
| Cash flows from operating activities: | ||
| Net loss | $ (250,812) | $ (1,182,964) |
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
| Non cash interest expense series B convertible preferred stock | 8,750 | |
| Depreciation and amortization | $ 10,987 | 12,081 |
| Stock based compensation | 16,931 | 644,241 |
| Change in operating assets and liabilities: | ||
| (Increase) decrease in prepaid expenses | (15,402) | 12,500 |
| Decrease in accounts receivable | 47,596 | 14,776 |
| Increase in accounts payable and accrued expenses | 188,528 | $ 294,211 |
| Decrease in deferred rent | (12,213) | |
| Increase in accounts payable and accrued expenses, related parties | 40,452 | $ 91,552 |
| Net cash provided by (used in) operating activities | 26,067 | (104,853) |
| Cash flows from investing activities: | ||
| Payment of patent pending costs | (30,182) | (12,969) |
| Net cash used in investing activities | $ (30,182) | (12,969) |
| Cash flows from financing activities: | ||
| Proceeds from sale of Series B Preferred Stock | $ 26,250 | |
| Proceeds from the issuance of convertible notes, related party | $ 5,000 | |
| Repayments on convertible notes, related party | $ (5,000) | |
| Net cash provided by financing activities | $ 26,250 | |
| Net decrease in cash and cash equivalents | $ (4,115) | (91,572) |
| Cash and cash equivalents, Beginning | 49,898 | 96,782 |
| Cash and cash equivalents, Ending | $ 45,783 | 5,210 |
| Supplemental disclosure of cash flow information: | ||
| Cash paid for interest | $ 2,159 | |
| Cash paid for income taxes | ||
| Organization | 6 Months Ended |
| Jun. 30, 2015 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Organization | Note 1 - Organization Business American Doctors Online, Inc. (the Company or ADOL) was formed in the State of Delaware on September 17, 1999. ADOL owns four U.S. patents and has three pending patent applications. These patents . |
| Summary of Significant Accounting Policies | 6 Months Ended |
| Jun. 30, 2015 | |
| Accounting Policies [Abstract] | |
| Summary of Significant Accounting Policies | Note 2 Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments necessary to present the financial position, results of operations and cash flows for the stated periods have been made. Except as described below, these adjustments consist only of normal and recurring adjustments. Certain information and note disclosures normally included in the Companys annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted. These condensed financial statements should be read in conjunction with a reading of the Companys consolidated financial statements and notes thereto included in the Companys Form 10-K annual report filed with the Securities and Exchange Commission (SEC) on April 9, 2015. Interim results of operations for the three and six months ended June 30, 2015 are not necessarily indicative of future results for the full year. ADOL receives fees pursuant to a Management Services and License Agreement with PhoneDOCTORx, LLC, (PDRx). ADOL exerts no influence on, or has any involvement in the practice of medicine by PDRxs clinical staff. The condensed consolidated financial statements of the Company include the Company and PDRx. All material inter-company balances and transactions have been eliminated. Variable Interest Entity The Company determined that it was the primary beneficiary of PDRx based primarily on qualitative factors. Specifically, PDRx was formed at the direction of the Company. PDRx is managed and effectively controlled, other than related to the provision of medical services, by the Company through common ownership, and a substantial portion of PDRx revenues accrue to the Company in the form of management fees. The carrying value of the assets and liabilities of PDRx included in the accompanying condensed consolidated balance sheets as of June 30, 2015 and December 31, 2014 are as follows: 2015 2014 Cash $ 39,184 $ 9,977 Accounts receivable 47,634 89,252 Prepaid expenses 1,750 Total current assets 88,568 99,229 Property and equipment, net 475 825 Total assets $ 89,043 $ 100,054 Accounts payable $ 601,611 $ 441,424 Due to related party 96,800 78,800 Total current liabilities $ 698,411 $ 520,224 Emerging Growth Company We qualify as an emerging growth company under the Jumpstart Our Business Startups Act of 2012 (the JOBS Act). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the Securities Act), for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include the valuation of stock-based compensation, the allowance for doubtful accounts and impairment of patents. Cash and Cash Equivalents The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. Accounts Receivable Pursuant to licenses entered into by PDRx and their customers, the Company bills the customer monthly and records the corresponding accounts receivable due from its licensees. The Company extends credit of up to forty five (45) days from invoice date. The Company provides allowance for losses through a provision for losses charged to expenses. Receivables are charged against the allowance for losses when management believes collectability of the principal is unlikely. The allowance is an amount that management believes will be adequate to absorb estimated losses on existing receivables, based on evaluation of the collectability of the accounts and prior loss experience. While management uses the best information available to make its evaluations, this estimate is susceptible to significant change in the near term. The Company has not recorded an allowance for losses as of June 30, 2015 and December 31, 2014, as management deemed all accounts receivable to be collectible. Patents The Company capitalizes legal fees and filing costs associated with the development and filing of its patents. Patents are generally amortized over an estimated useful life of 17 years using the straight-line method beginning on the issue date. Amortization expense of $1,319 and $2,638 was recorded during the three and six months ended June 30, 2015, respectively, and $1,290 and $2,579 for the three and six months ended June 30, 2014, respectively. Property and Equipment Property and equipment are stated at cost, and depreciation is provided by use of straight-line methods over the estimated useful lives of the assets. The estimated useful lives of property and equipment are as follows: Office equipment and furniture 5 years Computer hardware and software 3 years The Company's property and equipment consisted of the following at June 30, 2015 and December 31, 2014: June 30, December 31, 2015 2014 Furniture and Equipment $ 191,597 $ 191,597 Software 14,800 14,800 Accumulated depreciation (194,972 ) (186,622 ) Balance $ 11,425 $ 19,775 Depreciation expense of $4,072 and $8,350 was recorded for the three and six months ended June 30, 2015, respectively, and $4,589 and $9,501 for the three and six months ended June 30, 2014, respectively. Revenue Recognition The Company recognizes revenue in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 605, Revenue Recognition. ASC 605 requires that following four basic criteria are met (1) persuasive evidence of an arrangement exists, (2) delivery of products and services has occurred, (3) the fee is fixed or determinable and (4) collectability is reasonably assured. Income Taxes The Company accounts for income taxes in accordance with ASC 740-10, Income Taxes. The Company recognizes deferred tax assets and liabilities to reflect the estimated future tax effects, calculated at the tax rate expected to be in effect at the time of realization. The Company records a valuation allowance related to a deferred tax asset when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. ASC 740-10 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. The Company classifies interest and penalties as a component of interest and other expenses. To date, the Company has not been assessed, nor has the Company paid, any interest or penalties. The Company measures and records uncertain tax positions by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Only tax positions meeting the more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized. The Companys tax years subsequent to 2005 remain subject to examination by federal and state tax jurisdictions. Earnings (Loss) Per Share The Company reports earnings (loss) per share in accordance with ASC 260, "Earnings per Share." Basic earnings (loss) per share is computed by dividing net income (loss), after deducting preferred stock dividends accumulated during the period, by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net loss by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. The following potentially dilutive securities for the six months ended June 30, 2015 and 2014 were not included in the calculation of diluted loss per share because their impact was anti-dilutive. June 30, 2015 2014 2007 Option Plan 515,000 515,000 2011 Option Plan 3,747,360 3,747,360 Class A Preferred Stock 7,000,000 7,000,000 Class B Preferred Stock 93,333 93,333 Convertible Notes 119,055 104,055 11,474,748 11,459,748 Accounting for Stock-based Compensation The Company accounts for stock based compensation in accordance with ASC 718, Compensation - Stock Compensation The Company estimates the fair value of stock options and warrants using the Black-Scholes option-pricing model, which was developed for use in estimating the fair value of options that have no vesting restrictions and are fully transferable. This model requires the input of subjective assumptions, including the expected price volatility of the underlying stock and the expected life of stock options. Projected data related to the expected volatility of stock options is based on the average volatility of the trading prices of comparable companies and the expected life of stock options is based upon the term and vesting schedules of the options. Changes in these subjective assumptions can materially affect the fair value of the estimate, and therefore the existing valuation models do not provide a precise measure of the fair value of our stock options and warrants. The expected dividend rate is zero as the Company does not expect to pay or declare any cash dividends on common stock. The risk-free rates for the expected terms of the stock options are based on the U.S. Treasury yield curve in effect at the time of the grant. The Company accounts for stock awards issued to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. The measurement date is the earlier of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty's performance is complete. The Company estimates the fair value of shares of common stock issued for services based on the price of shares of the Companys common stock sold in contemporaneous private placements of offerings on the date shares are granted. Recent Accounting Pronouncements Recent accounting pronouncements issued by the FASB and the SEC did not have, or are not believed by management to have, a material impact on the Company's present or future consolidated financial statements. |
| Patents | 6 Months Ended |
| Jun. 30, 2015 | |
| Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
| Patents | Note 3 Patents Patents as of June 30, 2015 consist of the following: Gross carrying amount $ 87,597 Accumulated amortization (41,417 ) Net carrying amount $ 46,180 A reconciliation as June 30, 2015, of the net carrying amount of the Companys Patent Rights is as follows: Balance December 31, 2014 $ 48,818 Amortization (2,638 ) Balance June 30, 2015 $ 46,180 As of June 30, 2015, Patent Rights are expected to be amortized over the remaining lives as follows: Twelve Months Ending June 30, 2016 4,472 2017 4,472 2018 4,472 2019 4,472 2020 4,472 Thereafter 23,820 $ 46,180 |
| Sales Concentration and Concentration of Credit Risk | 6 Months Ended |
| Jun. 30, 2015 | |
| Fair Value Disclosures [Abstract] | |
| Sales Concentration and Concentration of Credit Risk | Note 4 Sales Concentration and Concentration of Credit Risk Cash Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains cash balances at one financial institution, which is insured by the Federal Deposit Insurance Corporation (FDIC). The Company has not experienced any losses in such accounts. S ales and Accounts Receivable Following is a summary of customers who accounted for more than ten percent (10%) of the Companys revenues for the three and six months ended June 30, 2015 and 2014 and the accounts receivable balance as of June 30, 2015: 2014 2015 Customer Sales % Three Sales % Six Sales % Three Sales % Six Accounts A 38 % 38.6 % 37.7 % 38.8 % $ 16,266 B 32.2 % 31.4 % 30.4 % 30.7 % $ 15,894 C 13.7 % $ 8,372 |
| Convertible Notes Payable, Stockholder | 6 Months Ended |
| Jun. 30, 2015 | |
| Debt Disclosure [Abstract] | |
| Convertible Notes Payable, Stockholder | Note 5 Convertible Notes Payable, Stockholder For the six months ended June 30, 2015 and the year ended December 31, 2014, the Companys Chairman, Dr. Bulat, loaned the Company various amounts for Company expenses, included in accrued liabilities, related. The notes mature on the third anniversary of their issuance (the Maturity Date) and carry a per annum interest rate of 5%. The Notes automatically convert on the nine month anniversary following the effectiveness of the Company becoming a public company (the Conversion Date) at a conversion price equal to the average closing bid price over the five consecutive days immediately preceding the Conversion Date. Interest expense of $1,471 and $3,285 was recorded for the three and six months ended June 30, 2015. The activity for the six months ended June 30, 2015 is as follows: June 30, 2015 Beginning balance $ 119,055 Loans 5,000 Payments (5,000 ) Ending Balance $ 119,055 |
| Related Party Transactions | 6 Months Ended |
| Jun. 30, 2015 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | Note 6 Related Party Transactions For the three and six months ended June 30, 2015, the Company incurred rent expense of $11,534 and $23,068, respectively compared to $14,359 and $35,281 for the three and six months ended June 30, 2014, respectively, on behalf of St. Lukes Emergency Associates (SLEA). Dr. Paul Bulat, the Companys founder and Chairman is the President of SLEA. In consideration of $52,924 (recorded as deferred rent on the balance sheets herein) received on December 19, 2014, the Company entered into a Lease Assignment with SLEA, whereas the Company has agreed to accept assignment of the lease on behalf of SLEA. The Company is amortizing $2,036 of the deferred rent monthly through March 2017, the remaining life of the lease. For the three and six months ended June 30, 2015, the Company recorded interest expense, stockholder of $1,471 and $3,285, respectively, compared to $521 and $2,551 for the three and six months ended June 30, 2014, respectively. As of December 31, 2014 and June 30, 2015, accrued interest of $10,574 and $13,860, respectively, is owed to the stockholder and is included in accounts payable and accrued expenses, related party. Effective on November 1, 2013 (the Effective date), the Company appointed Mr. Hollander as the Chief Financial Officer of the Company, and agreed to issue Mr. Hollander or his assigns 520,754 additional shares of common stock of the Company, and increased the monthly compensation to $8,000. Pursuant to this appointment, Mr. Hollander earned 50% of the additional shares on the nine month anniversary of the Effective Date and earned 50% on the one year anniversary of the Effective Date. Accordingly, the 520,754 shares of common stock, with a value of $260,377 were initially recorded as deferred equity compensation. The Company valued the common stock at $0.50 per share, the same value as the then most recent sales of common stock. The Company amortized the deferred equity compensation over the twelve month term, and has included $65,094 and $130,188, respectively, in stock compensation expense for the three and six months ended June 30, 2014, respectively. The Board also agreed to enter into an employment agreement with Mr. Bulat (Chief Innovations Officer) for an annual salary up to $300,000 effective January 1, 2014. The Company and Mr. Bulat agreed to accrue $10,000 per month for the year ended December 31, 2014 and agreed to increase the annual compensation to the full amount at a later date. Included in salaries and management fees for the three and six months ended June 30, 2015 and 2014 is $30,000 and $60,000, respectively. As of June 30, 2015 ($180,000) and December 31, 2014, ($120,000) is included in accounts payable and accrued expenses related party. On October 27, 2014, Mr. Brian Lane (Lane) resigned as CEO of the Company. Mr. Lane remains a member of the Board of Directors of the Company. On October 29, 2014, the Company and Mr. Lane entered into a Resignation and Separation Agreement (the RSA). Pursuant to the RSA, the Company has agreed to provide consideration to Mr. Lane of $58,856 in fourteen bi-weekly payments of approximately $4,204. The consideration included wages accrued and unpaid as of October 24, 2014. Mr. Lanes resignation was not due to any disagreement with the Company, the Board or the Companys management. As of December 31, 2014 and June 30, 2015, the balance owed Mr. Lane was $37,837 and $0 for unpaid salary and severance. For the six months ended June 30, 2015 and the year ended December 31, 2014, the Companys Chairman, Dr. Bulat, loaned the Company various amounts for Company expenses, included in accrued liabilities, related. The notes mature on the third anniversary of their issuance (the Maturity Date) and carry a per annum interest rate of 5%. The Notes automatically convert on the nine month anniversary following the effectiveness of the Company becoming a public company (the Conversion Date) at a conversion price equal to the average closing bid price over the five consecutive days immediately preceding the Conversion Date. Interest expense of $1,471 and $3,285 was recorded for the three and six months ended June 30, 2015. The activity for the six months ended June 30, 2015 is as follows: June 30, 2015 Beginning balance $ 119,055 Loans 5,000 Payments (5,000 ) Ending Balance $ 119,055 As of June 30, 2015 and December 31, 2014 the Company owes its Chief Technology Officer $144,000 and $108,000, respectively, for accrued and unpaid fees and is included in accounts payable and accrued expenses, related parties. |
| Stockholders' Deficit | 6 Months Ended |
| Jun. 30, 2015 | |
| Equity [Abstract] | |
| Stockholders' Deficit | Note 7 Stockholders Deficit Deferred Equity Compensation During the year ended December 31, 2013, the Companys CFO was issued 520,754 shares of common stock. The common stock was valued at $260,377, equal to $0.50 per share, the same value as the most recent sales of common stock. The Company amortized the deferred equity compensation over the twelve month term, and has included $65,094 and $130,188 in stock compensation expense for the three and six months ended June 30, 2014, respectively. Common Stock On June 18, 2014, pursuant to a consulting agreement, the Company issued 911,233 shares of common stock to Makena (see Note 9). The Company recorded an expense of $455,617 for the three and six months ended June 30, 2014, respectively, for the issuance, based on a per share price in the most recent private placements of $0.50 per share. Series A Preferred Stock On October 7, 2013, the Board of Directors of the Company authorized the filing of a Certificate of Designation establishing Series A Convertible Preferred Stock (the Series A Preferred Stock) and authorized 3,500,000 shares be available for issuance. Each share of Series A Preferred Stock shall be convertible at the option of the Holder thereof and without the payment of additional consideration by the Holder thereof, at any time, into shares of Common Stock at a conversion rate of two (2) shares of Common Stock for every one (1) share of Series A Preferred Stock and holders of Series A Preferred Stock shall have the right to cast fifteen (15) votes for each share held of record on all matters submitted to a vote of holders of the Corporations common stock, including the election of directors, and all other matters as required by law. The holders of Series A Preferred Stock shall vote together with all other classes and series of common stock of the Corporation as a single class on all actions to be taken by the common stock holders of the Corporation except to the extent that voting as a separate class or series is required by law. Series B Preferred Stock On November 13, 2013, the Board of Directors of the Company authorized the Company to sell 4,000,000 shares of Series B Convertible Redeemable Preferred Stock (the Series B Preferred Stock), at $0.75 per share. On April 3, 2014, the Company received proceeds of $26,250 from the sale of 35,000 shares of Series B Preferred Stock. The shares were issued at $0.75 per share. The Series B Preferred Stock and any accrued and unpaid dividends thereon shall, with respect to rights on liquidation, winding up and dissolution, rank senior to the common stock, par value $0.01 per share (the Common Stock) issued and outstanding of the Company and the Series A Preferred Stock (Series A Preferred Stock) issued and outstanding. The holders of shares of Series B Preferred Stock are entitled to receive an annual dividend at the rate of eight percent (8%) per annum. Such dividend can be paid in cash or in the issuance of additional Series B Preferred Shares. Each share of Series B Preferred Stock shall automatically convert (the Mandatory Conversion) and without the payment of additional consideration by the Holder thereof, into shares of Common Stock on the Mandatory Conversion Date (as hereinafter defined) at a conversion rate of seventy-five percent (75%) of the price of the Common Stock sold for cash in a non-affiliated equity transaction (the Equity Price). The Mandatory Conversion Date shall be the date that the five (5) day weighted average trading price of the Common Stock exceeds 110% of the Equity Price. At any time, or upon receipt of a redemption notice by the Company, the Holder will have twenty (20) days to elect to convert the Series B Preferred Stock into Common Stock at a price per share equal to a twenty-five percent (25%) discount to the most recent Common Stock price per share paid by any non-affiliated investor in a subsequent financing to the Series B Preferred Stock. Because the Series B convertible preferred stock is convertible into a variable number of shares of the Companys stock, determined with referenced to a fixed dollar amount, the fair value of the conversion option, which approximates its intrinsic value, is required to be presented as a liability. As of June 30, 2014 and December 31, 2014, $179,667 is presented as Series B convertible preferred stock obligation, a liability on the accompanying consolidated balance sheets. The excess of the fair value of the conversion option over the proceeds received was recorded as interest expense of $8,750 for the six months ended June 30, 2014. Stock Options During the year ended December 31, 2007, the Company adopted the 2007 Stock Option/Stock Issuance Plan (the 2007 Plan). The 2007 Plan permits the grants of Options to purchase shares of Common Stock, either ISOs or Non-Qualified Options; and awards of Restricted Stock. The Board shall have the right to grant other Awards based upon the Common Stock having such terms and conditions as the Board may determine, including, without limitation, the grant of shares based upon certain conditions, the grant of securities convertible into Common Stock and the grant of stock appreciation rights, phantom stock awards or stock units. Effective May 17, 2011, the Company adopted the 2011 Stock Option/Stock Issuance Plan (the 2011 Plan). The 2011 Plan permits the grants of Options to purchase shares of Common Stock, either ISOs or Non-Qualified Options; and awards of Restricted Stock. The Board shall have the right to grant other Awards based upon the Common Stock having such terms and conditions as the Board may determine, including, without limitation, the grant of shares based upon certain conditions, the grant of securities convertible into Common Stock and the grant of stock appreciation rights, phantom stock awards or stock units. A summary of the plans as of June 30, 2015 is as follows: Plan Authorized Granted Available 2007 1,500,000 515,000 985,000 2011 10,000,000 3,747,360 6,252,640 A summary of the activity of options for the six months ended June 30, 2015 is as follows: Options Weighted- Average Weighted- Average grant date fair value Weighted- Average remaining term Balance January 1, 2015 4,262,360 $ 1.28 Outstanding as of June 30, 2015 4,262,360 $ 1.28 5.72 Exercisable at June 30, 2015 4,260,138 $ 1.28 5.72 As of June 30, 2015, there are options to purchase 2,222 shares of common stock that have not vested. Upon their vesting, expected to occur through December 31, 2015, the Company will realize future expenses of $2,856. During the three and six months ended June 30, 2015, the Company recorded stock based compensation expense related to stock options of $6,289 and $16,931, respectively, compared to $29,218 and $58,436 for the three and six months ended June 30, 2014, respectively. |
| Income Taxes | 6 Months Ended |
| Jun. 30, 2015 | |
| Income Tax Disclosure [Abstract] | |
| Income Taxes | Note 8 Income Taxes Deferred income taxes reflect the net tax effects of operating loss and tax credit carry forwards and temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Due to the uncertainty of the Companys ability to realize the benefit of the deferred tax assets, the deferred tax assets are fully offset by a valuation allowance at June 30, 2015, and December 31, 2014. As of June 30, 2015, the Company had a tax net operating loss carry forward of approximately $1,214,000. Any unused portion of this carry forward expires in 2030. Utilization of this loss may be limited in the event of an ownership change pursuant to IRS Section 382. |
| Commitments and Contingencies | 6 Months Ended |
| Jun. 30, 2015 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments and Contingencies | Note 9 Commitments and Contingencies Employment Agreements One June 20, 2011, the Company entered into a two year employment agreement with Mr. Brian Lane, our Chief Executive Officer (Mr. Lane resigned October 27, 2014, see Note 6). The agreement, as amended, provided for a base salary of $12,708 per month, annual incentive bonuses based on the Companys performance in achieving prescribed revenue and earnings before interest and taxes (EBIT) targets, and discretionary bonuses. The amended agreement further provided for a grant of options to acquire 2,000,000 shares of common stock of the Company. Effective June 20, 2013, the Company further amended Mr. Lanes employment agreement, extending the term through December 31, 2013 and agreed to issue 2,000,000 shares of common stock and cancelled the options. Effective November 1, 2013, the board also agreed to compensate Mr. Lane (Chief Executive Officer) up to $250,000 per annum beginning January 1, 2014, however Mr. Lane and the Company had agreed that he will continue to be paid at his previous annual salary of $152,500. Included in salaries and management fees for the three and six months ended June 30, 2014, is $38,478 and $76,169, respectively. On November 1, 2013, the Board also agreed to enter into an employment agreement with Mr. Bulat (Chief Innovations Officer) for an annual salary up to $300,000 effective January 1, 2014. The Company and Mr. Bulat agreed to accrue $10,000 per month for the year ended December 31, 2014 and agreed to increase the annual compensation to the full amount at a later date. The corresponding liability is included in accounts payable and accrued expenses, related party as of June 30, 2015. On October 27, 2014, Mr. Brian Lane (Lane) resigned as CEO of the Company. Mr. Lane remains a member of the Board of Directors of the Company. On October 29, 2014, the Company and Mr. Lane entered into a Resignation and Separation Agreement (the RSA). Pursuant to the RSA, the Company has agreed to provide consideration to Mr. Lane of $58,856 in fourteen bi-weekly payments of approximately $4,204. The consideration included wages accrued and unpaid as of October 24, 2014. Mr. Lanes resignation was not due to any disagreement with the Company, the Board or the Companys management. As of June 30, 2015, the balance owed Mr. Lane is $-0- for unpaid salary and severance. On October 30, 2014, the Board of Directors of the Company appointed Mr. Paul Bulat (Bulat) as the interim Chief Executive Officer. Mr. Bulat currently also serves as the Chairman of the Board and the Chief Innovations Officer of the Company. There will be no additional compensation due Mr. Bulat and the terms and conditions of his employment agreement as CIO remain in effect (see note 6). Consulting Agreements On April 15, 2014, the Company entered into a three month Consulting Agreement with a consultant (the Consultant) to assist the Company regarding the formation of strategic relationships with existing and new identified technology companies. Additionally, the Consultant worked with the executive management team in developing market strategies and comprehensive video conferencing technology solution offerings including the bundling of these technologies, working with ADOLs partner on developing licensing packages, creating new sales proposal formats for consultation services and technologies/products, and assisting with the development and placement of products and services. The Company agreed to compensate the Consultant $100 per hour, for a minimum of 40 hours per week, for these services, which may be paid, at the option of the Company, in the form of cash or equity consideration. The parties extended the Agreement through July 31, 2014, at which time the Agreement was terminated. On August 18, 2014, the Company issued 136,667 shares of Series B Preferred Stock in satisfaction of $102,500 of accrued and unpaid consulting fees. Effective June 1, 2013, the Company entered into a consulting agreement with Venture Equity, LLC (Venture Equity), whereby Venture Equity will assist the Company in their seeking to become a public company. The Company issued 347,169 shares of common stock and agreed to pay Venture Equity $5,000 per month. On October 7, 2013, the Company appointed Mr. Hollander as the Chief Financial Officer of the Company, and effective on November 1, 2013 (the Effective date) agreed to issue Mr. Hollander or his assigns an additional 520,754 shares of common stock of the Company and increased the monthly fee to $8,000. Pursuant to these agreements, Mr. Hollander earned 50% of the additional shares on the six month anniversary of the Effective Date and earned 50% on the one year anniversary of the Effective Date. As of June 30, 2015, the balance owed Mr. Hollander related to the monthly compensation is $11,000 and is included in accounts payable and accrued expenses related party. On June 7, 2013, the Company entered into a consulting agreement with Makena Investment Advisors, LLC. (Makena). Pursuant to the one year agreement Makena will assist the Company in its efforts to seek to become a public company, including but not limited to consulting in the preparation of a private placement memorandum, assisting and consulting on the preparation of a registration statement and other consulting services. The Company has agreed to compensate Makena $50,000 and 4.99% of the Companys common stock outstanding prior to the filing of a registration statement or any transaction that results in a change of control of the Company. Makena began to provide the services in April 2013 and the Company recorded $12,500 in consulting expenses for the six months ended June 30, 2014. Lease Agreements The Company utilizes office space in Fairhaven, Massachusetts that is leased from a third party by SLEA, the tenant of the space. In consideration of $52,924 (recorded as deferred rent on the Companys balance sheet) received on December 19, 2014, the Company entered into a Lease Assignment with SLEA, whereas the Company has agreed to accept assignment of the lease on behalf of SLEA and is amortizing $2,036 of the deferred rent as a reduction in rent expense, monthly through March 2017, the remaining life of the lease. For the three and six months ended June 30, 2015, the Company recorded rent expense of $11,534 and $23,068, respectively, compared to $14,359 and $35,281 for the three and six months ended June 30, 2014, respectively. Litigation There are no material proceedings pending or threatened against ADOL. PDRx is a plaintiff in a law suit against HealthBridge Management, Inc, (Healthbridge) for non-payment of monies owed for services rendered. HealthBridge has answered the claim with a countersuit against PDRx. The outcome is unknown, legal expenses have been incurred and additional expenses will be forthcoming. The Company does not believe that the disposition or ultimate resolution of existing claims or lawsuits will have a material adverse effect on the business or financial condition of the Company. When and if it appears probable in management's judgment that the Company would incur monetary damages or other costs in connection with any claims or proceedings, and such costs can be reasonably estimated, liabilities will be recorded in the financial statements and charges will be recorded against earnings. |
| Going Concern | 6 Months Ended |
| Jun. 30, 2015 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Going Concern | Note 10 Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of June 30, 2015 the Company had an accumulated deficit of $16,320,633 and a working capital deficit of $1,236,796. These conditions raise substantial doubt about the Company's ability to continue as a going concern. M anagements Plans The Company currently plans to satisfy its cash requirements for the next 12 months though its current cash, sales, and raising funds in capital raise transactions and if necessary by borrowing from its officers and directors or companies affiliated with its officers and directors. The Company maintains daily operations and capital needs through the receipts of monthly amounts received pursuant to various license and sub-license agreements, however the Company anticipates that it will need a minimum of $180,000 to continue operations for the next twelve (12) months. ADOL believes it will meet its cash requirements although it has no agreements in place for a capital raise transaction or from any of its officers or directors. |
