Lifestyle Medical Network (LMNK) 10-Q 14 Nov 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 14, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	LIFESTYLE MEDICAL NETWORK, INC.
Entity Central Index Key	1,307,140
Trading Symbol	LMNK
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,017
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		35,583,074

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Sep. 30, 2017	Dec. 31, 2016
CURRENT ASSETS:
Cash and cash equivalents	$ 46,327	$ 48,376
Accounts receivable-related party	35,200	68,360
Accounts receivable	336,844	232,715
Loan receivable	1,299
Prepaid expenses	324,418	275,034
Total Current Assets	744,088	624,485
Property, plant and equipment - net	50,393	69,902
Prepaid expenses-net of current portion	3,279	200,802
TOTAL ASSETS	797,760	895,189
CURRENT LIABILITIES:
Accounts payable and accrued expenses	485,384	426,219
Accounts payable-related party	25,914	71,929
Notes payable	315,000	545,000
Current portion of convertible notes payable, net of $85,573 and $304,718 debt discount	1,780,507	1,185,802
Total Current Liabilities	2,606,805	2,228,950
LONG-TERM LIABILITIES:
Convertible notes payable, net of $-0- and $4,543 debt discount		45,457
Total Liabilities	2,606,805	2,274,407
Commitments and Contingencies
STOCKHOLDERS' DEFICIENCY:
Common stock, $.001 par value, 200,000,000 shares authorized; 35,583,074 and 33,958,257 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively	35,583	33,959
Additional paid-in-capital	11,479,523	10,948,581
Accumulated deficit	(13,332,151)	(12,361,758)
Total Lifestyle Medical Network, Inc. Stockholders' Deficiency	(1,817,045)	(1,379,218)
Non-controlling interest	8,000
Total Stockholders' Deficiency	(1,809,045)	(1,379,218)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY	$ 797,760	$ 895,189

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Net of debt discount	$ 85,573	$ 304,718
Long-term convertible notes payable, net of debt discount	$ 0	$ 4,543
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	35,583,074	33,958,257
Common stock, shares outstanding	35,583,074	33,958,257

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Revenues:
Management fees-related party		$ 225,000	$ 242,894	$ 618,750
Management fees	1,004,905	195,339	3,271,704	195,339
Rental income-related party		112,500		326,250
Total revenues	1,004,905	532,839	3,514,598	1,140,339
Cost of revenue and operating expenses:
Cost of revenue related to management fees	895,817	202,613	2,677,906	507,220
Cost of revenue related to rental income		67,894		203,682
Cost of revenue- related party management fees	75,452		502,995
Selling, general and administrative expenses	382,416	102,898	745,979	512,412
Total Cost of revenue and operating expenses	1,353,685	373,405	3,926,880	1,223,314
Loss from operations	(348,780)	159,434	(412,282)	(82,975)
Other income (expense):
Gain(loss) on extinguishment of debt			221,500	(61,697)
Other income				25,000
Interest expense	(132,917)	(161,072)	(779,611)	(363,545)
Total Other income (expense)	(132,917)	(161,072)	(558,111)	(400,242)
Loss from operations before
Provision for income taxes	(481,697)	(1,638)	(970,393)	(483,217)
Provision for income taxes
Net loss	$ (481,697)	$ (1,638)	$ (970,393)	$ (483,217)
Loss per common share-basic and diluted	$ (0.01)		$ (0.03)	$ (0.01)
Weighted average common shares outstanding - basic and diluted	35,254,895	33,958,257	34,741,615	33,775,410

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash flows from operating activities:
Net loss	$ (970,393)	$ (483,217)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of intangible assets		4,164
Depreciation	21,723	56,083
(Gain) loss on extinguishment of debt	(221,500)	61,697
Stock-based compensation	57,500	24,000
Renewal of note and additional interest expense	254,082
Amortization of debt discount and warrants	348,688	254,095
Changes in operating assets and liabilities:
Accounts receivable	(104,129)	254,785
Accounts receivable-related party	33,160
Prepaid expenses	341,139	79,247
Accounts payable-related party	(46,015)
Accounts payable and accrued expenses	179,209	127,856
Net Cash Provided by (Used In) Operating Activities	(106,536)	378,710
Cash flows from investing activities:
Purchase of equipment	(2,214)
Loan receivable	(14,000)
Repayments of loans	12,701
Repayments by related party		265,000
Advances to related party		(842,560)
Net Cash Used In Investing Activities	(3,513)	(577,560)
Cash flows from financing activities:
Proceeds from short-term debt	155,000	330,000
Proceeds from non-controlling interests	16,000
Repayments to non-controlling interests	(8,000)
Repayments of short-term debt	(55,000)	(30,000)
Net Cash Provided by Financing Activities	108,000	300,000
Net change in cash	(2,049)	101,150
Cash and cash equivalents - Beginning of period	48,376	49,719
Cash and cash equivalents - End of period	46,327	150,869
Supplemental Information;
Cash paid for interest
Cash paid for income taxes
Non-cash Investing and Financing Activities:
Issuance of warrants for prepaid services	193,000	580,000
Cashless conversion of warrants	1,374
Discount on convertible debt for Beneficial Conversion Feature and warrants	125,000	418,099
Equipment purchased with note payable		$ 275,000

Description of Business and Sum

Description of Business and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2017
Description of Business and Summary of Significant Accounting Policies [Abstract]
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The consolidated balance sheet as of September 30, 2017 and the consolidated statements of operations, stockholders’ deficiency and cash flows for the periods presented have been prepared by Lifestyle Medical Network Inc. and Subsidiaries (the “Company” or “Lifestyle”) and are unaudited. The consolidated financial statements are prepared in accordance with the requirements for unaudited interim periods, and consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial position, results of operations, changes in stockholders’ deficiency and cash flows for all periods presented have been made. The information for the consolidated balance sheet as of December 31, 2016 was derived from audited financial statements of the Company. Organization Lifestyle Medical Network Inc. and Subsidiaries (the “Company” or “Lifestyle”) was incorporated in the State of Nevada. The Company directs its operations through its subsidiaries. The Company, through its consulting subsidiaries, plans to continue to identify and enter into management and professional consulting services agreements, and to license medical and health technologies, to medical and health clinic operating companies. The Company also intends to open, operate and acquire medical and health clinics, if financing is available and the profile of the clinics’ is favorable. Current Operations As of the date of this report, the Company is focusing its efforts, through our consulting subsidiaries, Lifestyle Texas Medical Management LLC and Lifestyle Florida Medical Management LLC, on providing administrative support and practice management services to healthcare providers. The Company’s service package is tailored to a practice group’s specific needs. Practices can select from a menu of business solutions including billing, HR/PEO, accounting and consulting, computer technical support, compliance, and administrative functions including, but not limited to, equipment selection, budgeting, and staffing recruitment. The Company is continuing to look for opportunities in the direct ownership of clinics where the operations of the clinic would be compatible with the applicable regulatory regime governing ownership of medical practices and where the clinic’s operations would complement the Company’s current practice management services operations. Going Concern The consolidated financial statements for the nine months ended September 30, 2017 have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has a past history of recurring losses from operations.. The Company will require additional funding to execute its future strategic business plan. Successful business operations and its transition to attaining profitability are dependent upon obtaining additional financing and achieving a level of revenue to support its cost structure. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company had entered into Management agreements with six medical clinics in Houston, Texas. The Company terminated its agreements as of December 31, 2016. Through the Company’s consulting subsidiaries, the Company is currently providing administration support and practice management services to healthcare providers. Management believes these services will be profitable and the cash flows from these operations will enable the Company to fund the operations of the consolidated group over the next twelve months. Therefore, the annual financial statements continue to be prepared on a going concern basis. Significant Accounting Policies The Company’s significant accounting policies are found below. These policies should be read in conjunction with Note 1 found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. There were no significant changes to these accounting policies during the nine months ended September 30, 2017 and the Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements. Principles of Consolidation The consolidated financial statements of the Company include the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated. Non-controlling interests are reported in the consolidated statement balance sheet as a separate component of equity. Non-controlling interests represent the equity of subsidiaries not attributable, directly or indirectly, to the Company. Revenue Recognition Revenue is recognized in accordance with SAB No. 104. Persuasive evidence of an arrangement exists; Delivery has occurred or services have been rendered; Seller’s price to the buyer is fixed or determinable; and Collectability is relatively assured. The Company records revenue from management fees for providing administrative support and practice management services in accordance with management agreements to other healthcare providers. The Company receives an agreed percentage of the net revenues of these healthcare providers once cash is collected. At this point the services have been rendered, price is determinable and collectability is assured. Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates including, but not limited to, those related to such items as income tax exposures, accruals, depreciable/useful lives, allowance for doubtful accounts and valuation allowances. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

Property and Equipment

Property and Equipment	9 Months Ended
	Sep. 30, 2017
Property and Equipment [Abstract]
PROPERTY AND EQUIPMENT	2. PROPERTY AND EQUIPMENT Property and equipment consists of the following: September 30, December 31, 2017 2016 Equipment $ 118,101 $ 115,887 Accumulated depreciation (67,708 ) (45,985 ) $ 50,393 $ 69,902 Depreciation expense for nine months ended September 30, 2017 and 2016 was $21,723 and $56,083, respectively.

Debt

Debt	9 Months Ended
	Sep. 30, 2017
Debt [Abstract]
DEBT	3. DEBT Short-term debt as of September 30, 2017 and December 31, 2016 were as follows: September 30, December 31, 2017 2016 Short-term and Convertible Debt Unsecured promissory note, interest 12% per annum, due April 30, 2018 $ 150,000 $ 150,000 Unsecured promissory note, interest 10%, due April 30, 2018 75,000 75,000 Unsecured Convertible promissory note, interest 10% per annum, due April 30, 2018 100,000 100,000 Unsecured Convertible promissory note, interest 12% per annum, due April 28, 2018 and June 8, 2018 (2) 758,320 461,897 Unsecured Convertible promissory note, interest 12% per annum, due December 17, 2016 100,000 100,000 Unsecured Convertible promissory note, interest 10% per annum, due April 30, 2018 50,000 50,000 Unsecured promissory note, interest 10% per annum, due May 1, 2017 - 25,000 Unsecured promissory note, interest free due April 15, 2018 (6) 60,000 275,000 Unsecured Convertible promissory note, interest 12% per annum, due June 13, 2018 (3) 307,760 242,652 Unsecured promissory note, interest free, due on demand (1) - 20,000 Unsecured Convertible promissory note, interest 12% per annum, due October 24 , 2017 (4) 245,689 187,467 Unsecured Convertible promissory note, interest 12% per annum, due November 28, 2017 (5) 109,834 43,786 Unsecured Convertible promissory note, interest 12% per annum, due August 24, 2018 (7) 50,000 45,457 Unsecured Convertible promissory note, interest 12% per annum, due April 4, 2018 (8) 58,904 - Unsecured promissory note, interest free, due November 2017 (9) 30,000 - 2,095,507 1,776,259 Less: Current portion 2,095,507 1,730,802 $ -0- $ 45,457 (1) On February 18, 2016, the Company executed an unsecured promissory note with Gail Keats (an unrelated party) and received $30,000. The promissory note is interest-free and is payable on or before August 15, 2016. The Company repaid the note in full in July 2016. In October 2016, Keats advanced an additional $20,000. The note is interest free and due on demand. The Company repaid the note in full in March 2017. (2) In June 2017, the Company renewed its loan agreements with Roy Meadows (“Meadows”), an unrelated party. The origination dates of the note were April 28, 2016 and June 8, 2016. The Company agreed to pay Meadows a renewal fee of $34,496 and $34,442 on its two outstanding loans with Meadows and extend the maturity dates of the loans to April 28, 2018 and June 8, 2018, respectively. The new outstanding balances of the loans including interest and the renewal fees amounted to $379,456 and $378,864, respectively. In addition to the renewal fees, the Company issued 689,382 renewal warrants valued at $110, 302 (see Note 6 for further discussion). The Company also agreed to maintain the conversion price of the loans into the Company’s common stock $0.10 per share. At any time, the holder of the notes, at his option, shall have the right to convert the outstanding principal balance or any portion of the principal amount hereof, and any accrued interest into shares of common stock of the Company. (3) In June 2017, the Company renewed its loan agreement with Meadows. The origination date of the note was June 13, 2016. The Company agreed to pay Meadows a renewal fee of $27,798 on its loan with Meadows and extend the maturity date of the loan to June 13, 2018. The new outstanding balance of the loan including interest and the renewal fee amounted to $307,760. At any time, the holder of the note, at his sole option, shall have the right to convert the outstanding principal amount of this note, or any portion of the principal hereof, and any accrued interest into shares of common stock of the Company, at a conversion price of $0.10 per share. In addition to the renewal fees, the Company issued 279,782 renewal warrants valued at $44,765. (See Note 6 for further discussions) (4) On October 17, 2016, the Company issued a convertible note to Meadows and received proceeds of $250,000. The promissory note bears interest 12% per annum and matures on October 24, 2017. At any time, the holder of the note, at his sole option, shall have the right to convert the outstanding principal amount of this note, or any portion hereof, and any accrued interest into shares of common stock of the Company, at a conversion price of $0.06 per share. The fair value of the common stock at the date of issuance of the advance was $0.07, which created a beneficial conversion feature of $78,705, the beneficial conversion feature was recorded as a debt discount over the life of the note. The debt discount as of September 30, 2017 was $4,311. (5) On November 28, 2016, the Company issued a convertible note to Meadows and received proceeds of $125,000. The promissory note bears interest 12% per annum and matures on November 28, 2017. At any time, the holder of the note, at his sole option, shall have the right to convert the outstanding principal amount of this note, or any portion hereof, and any accrued interest into shares of common stock of the Company, at a conversion price of $0.06 per share. The fair value of the common stock at the date of issuance of the advance was $0.15, which created a beneficial conversion feature of $89,286, the beneficial conversion feature was recorded as a debt discount over the life of the note. The debt discount as of September 30, 2017 was $15,166. (6) On April 1, 2016, the Company issued a secured promissory note to Emile Fares, M.D. (the “Payee”), an unrelated party, and promised to the Payee $275,000 in exchange for all the medical equipment owned by RMC Totalcare Medical PA. The secured promissory note bears interest 6% per annum and matures one year from the date issuance. On April 1, 2017, the Company and payee entered into an agreement to modify the original note of the Company to the payee to decrease the principal amount of the note from $275,000 to $70,000, and to extend the maturity to October 15, 2017. Any interest accrued would be included as part of the principal payment. The Company repaid $10,000 in May 2017 against the unsecured note. The Company recorded a gain on the settlement of the debt in the amount of $221,500 during the nine months ended September 30, 2017. (7) On August 24, 2016, the Company issued a convertible note to Daniel Hagen, an unrelated party, and received proceeds of $50,000. The promissory note bears interest 10% per annum and matures on August 24, 2018. At any time, the holder of the note, at his sole option, shall have the right to convert the outstanding principal amount of this note, or any portion hereof, and any accrued interest into shares of common stock of the Company, at a conversion price of $0.06 per share. The fair value of the common stock at the date of issuance of the advance was $0.07, which created a beneficial conversion feature of $8,333, the beneficial conversion feature was recorded as a debt discount over the life of the note. (8) On April 4, 2017, the Company issued a convertible note to Meadows and received proceeds of $125,000. The promissory note bears interest 12% per annum and matures on April 4, 2018. At any time, the holder of the note, at his sole option, shall have the right to convert the outstanding principal amount of this note, or any portion hereof, and any accrued interest into shares of common stock of the Company, at a conversion price of $0.10 per share. The fair value of the common stock at the date of issuance of the advance was $0.16, which created a beneficial conversion feature of $125,000, the beneficial conversion feature was recorded as a debt discount over the life of the note. The Company issued 250,000 warrants valued at $62,500 (see Note 6 for further discussion), of the $125,000 debt discount recorded, $40,541 represents the relative fair value of the warrants allocated and remaining to the debt discount. The debt discount as of September 30, 2017 was $66,096. (9) On September 22, 2017, the Company issued a promissory note to Church Street Capital and received proceeds of $30,000. The advance is interest-free and matures 60 days from the date of issuance. Interest expense for the nine months ended September 30, 2017 and 2016 amounted to $779,611 and $363,545, respectively. Amortization of debt discount during the nine months ended September 30, 2017 and 2016 was $348,688 and $254,095, respectively, which is included in the interest expense.

Accounts Payable and Accrued Ex

Accounts Payable and Accrued Expenses	9 Months Ended
	Sep. 30, 2017
Accounts Payable and Accrued Expenses [Abstract]
ACCOUNTS PAYABLE AND ACCRUED EXPENSES	4 ACCOUNTS PAYABLE AND ACCRUED EXPENSES September 30, December 31, 2017 2016 Interest $ 181,108 $ 171,636 Professional fees 85,640 104,278 Consulting 191,382 124,384 Other 27,254 25,921 $ 485,384 $ 426,219 Consulting fee – related Party $ 25,914 $ 71,929

Basic and Diluted Earnings Per

Basic and Diluted Earnings Per Share	9 Months Ended
	Sep. 30, 2017
Basic and Diluted Earnings Per Share [Abstract]
BASIC AND DILUTED EARNINGS PER SHARE	5. BASIC AND DILUTED EARNINGS PER SHARE Basic earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net earnings by the weighted-average number of common shares and dilutive potential common shares outstanding during the period. At September 30, 2017, there were 40,704,974 potential common shares outstanding, of which 22,044,164 represent common shares underlying the outstanding warrants and 18,660,810 represent common shares reserved for conversion of outstanding convertible debt. Because of the net loss, the effect of these potential common shares is anti-dilutive.

Warrants

Warrants	9 Months Ended
	Sep. 30, 2017
Warrants [Abstract]
WARRANTS	6. WARRANTS In January 2017, the Company issued warrants to the directors of the Company to purchase 200,000 shares of common stock at an exercise price of $0.09 per share. The warrants were issued in connection with services to be provided through December 31, 2017. These warrants vest immediately and expire 5 years from the date of issuance. The fair value of the warrants was $20,000, all of which was expensed during the nine months ended September 30, 2017. On April 4, 2017, the Company issued a warrant to Roy Meadows to purchase 250,000 shares of the Company’s common stock at an exercise price of $0.025 per share. The warrant was issued in connection with financing provided to the Company. The relative fair value of the warrant was $40,541, which is included in the $125,000 debt discount recorded against the note and is amortized during the nine months ended September 30, 2017. On May 16,2017, the Company issued a warrant to Roy Meadows to purchase 969,164 shares of the Company’s common stock at an exercise price of $0.025 per share. The purchase warrant consists of a renewal warrant issued in connection with the extension of three Meadows’ notes. The relative fair value of the warrant amounted to $155,067, all of which was expensed during the nine months ended September 30, 2017. In July 2017, the Company issued a warrant to a director of the Company to purchase 250,000 shares of common stock at an exercise price of $0.10 per share. The warrant was issued in connection with professional services provided to the Company. This warrant vests immediately and expires five years from the date of issuance. The fair value of the warrant was $25,000, all of which was expensed during the nine months ended September 30, 2017. In July 2017, the Company also issued a warrant to a consulting company to purchase 1,500,000 shares of common stock at an exercise price of $0.10 per share. The warrant was issued in connection with services previously provided to the Company during 2017. The warrant vests immediately and expires five years from the date of issuance. The fair value of the warrant was $150,000, all of which was expensed during the nine months ended September 30, 2017. In March 2017, Roy Meadows exercised a cashless common stock purchase warrant and the Company issued Roy Meadows 927,118 shares of common stock. In July 2017, Roy Meadows exercised two cashless common stock purchase warrants and the Company issued Roy Meadows 447,699 shares of common stock. During the nine months ended September 30, 2017, 2,900,000 warrants expired. The estimated value of the warrants was determined using the Black Scholes pricing model using the following assumptions: expected term of 5 years, a risk-free interest rate of 1.19%, a dividend yield of -0- and volatility of 387.1%. The fair value of the warrants issued amounted to $60,541. The following table summarizes the changes in warrants outstanding and the related price of the shares of the Company’s common stock issued. The warrants were granted in lieu of cash compensation for services performed. Shares Price Life Value Outstanding, January 1, 2017 22,834,564 $ 0.10 4.4 Granted 3,169,164 0.08 4.9 Expired/Cancelled (2,584,747 ) Exercised (1,374,817 ) 0.025 Outstanding, September 30, 2017 22,044,164 $ 0.09 4.7 years $ 2,452,354 Exercisable, September 30, 2017 22,044,164 $ 0.09 4.7 years $ 2,452,354

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2017
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	7. RELATED PARTY TRANSACTIONS a) Nathan Hawkins, a director of the Company, is a 33 ½ % owner of Global Physicians Healthcare, Inc. a healthcare consulting company, which was paid $502,995 by the Company for services rendered under a September 16, 2016 Support Services Agreement with the Company during the nine months ended September 30, 2017. b) Nathan Hawkins, a director of the Company, has an indirect 47.5% interest in Physicians Stat Lab LLC, a medical services laboratory. In connection with support services rendered by the Company, Physicians Stat Lab, LLC made $242,894 of consulting payments to Lifestyle during the nine months ended September 30, 2017.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2017
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	8. COMMITMENTS AND CONTINGENCIES On July 1, 2017, Lifestyle entered into an employment agreement with Christopher Smith (“Smith”), the Company’s Chief Executive Officer. The term of the agreement is for five years. Effective July 1, 2017, the monthly salary for Smith was increased to $20,000. Smith will also receive a performance bonus based on a percentage of the Company’s net operating profit before income taxes. For the nine months ended September 30, 2017, and 2016, payroll-officer amounted to $135,000 and $112,500, respectively.

Revision of Prior Quarters Cons

Revision of Prior Quarters Consolidated Financial Statements	9 Months Ended
	Sep. 30, 2017
Revision of Prior Quarters Consolidated Financial Statements [Abstract]
REVISION OF PRIOR QUARTERS CONSOLIDATED FINANCIAL STATEMENTS	9. REVISION OF PRIOR QUARTERS CONSOLIDATED FINANCIAL STATEMENTS During the audit of the Company’s consolidated financial statements for the year ended December 31, 2016, the Company identified an error relating to the recognition of income. The effect of error is to increase net loss for the period ended September 30, 2016. In accordance with the guidance provided by the SEC’s Staff Accounting Bulletin 99, Materiality, and Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Measurements in Current Year Financial Statements, the Company determined that the impact of the adjustments relating to the correction of this accounting error are not material to previously issued unaudited consolidated financial statements. Accordingly, these changes are disclosed herein and will be disclosed prospectively. As a result of the aforementioned correction of accounting errors, the revised prior unaudited financial statements have been revised as follows: Effects on financial statements for the nine months ended September 30, 2016: September 30, 2016 As As Reported Adjustments Revised Consolidated Balance Sheet Accounts Receivable-related party $ 572,850 $ (316,500 ) $ 256,350 Accumulated deficit (9,527,686 ) (316,500 ) (9,844,186 ) Total stockholders’ deficit 700,768 (316,500 ) 384,268 For the Nine Months ended As Previously As Reported Adjustments Revised Consolidated Statement of Operations Management fees-related party $ 935,250 $ (316,500 ) $ 618,750 Net loss (166,717 ) (316,500 ) (483,217 ) Net loss-basic and diluted (0.01 ) (0.01 ) For the Nine Months ended As Previously As Reported Adjustments Revised Consolidated Statement of Cash Flows Net loss $ (166,717 ) $ (316,500 ) $ (483,217 ) Accounts receivable (61,715 ) 316,500 254,785 For the Three Months ended As Previously As Reported Adjustments Revised Consolidated Statement of Operations Management fees-related party $ 367,500 $ (142,500 ) $ 225,000 Net loss 140,862 (142,500 ) (1,638 ) Net loss-basic and diluted 0.00 (0.00 )

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2017
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	10. SUBSEQUENT EVENTS In November 2017, maturities of various outstanding debt obligations were extended. See Note 3 for further information in this regard.

Description of Business and S16

Description of Business and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2017
Description of Business and Summary of Significant Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The consolidated financial statements of the Company include the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated. Non-controlling interests are reported in the consolidated statement balance sheet as a separate component of equity. Non-controlling interests represent the equity of subsidiaries not attributable, directly or indirectly, to the Company.
Revenue Recognition	Revenue Recognition Revenue is recognized in accordance with SAB No. 104. Persuasive evidence of an arrangement exists; Delivery has occurred or services have been rendered; Seller’s price to the buyer is fixed or determinable; and Collectability is relatively assured. The Company records revenue from management fees for providing administrative support and practice management services in accordance with management agreements to other healthcare providers. The Company receives an agreed percentage of the net revenues of these healthcare providers once cash is collected. At this point the services have been rendered, price is determinable and collectability is assured.
Use of Estimates	Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates including, but not limited to, those related to such items as income tax exposures, accruals, depreciable/useful lives, allowance for doubtful accounts and valuation allowances. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

Property and Equipment (Tables)

Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2017
Property and Equipment [Abstract]
Schedule of property and equipment	September 30, December 31, 2017 2016 Equipment $ 118,101 $ 115,887 Accumulated depreciation (67,708 ) (45,985 ) $ 50,393 $ 69,902

Debt (Tables)

Debt (Tables)	9 Months Ended
	Sep. 30, 2017
Debt [Abstract]
Summary of short-term debt	September 30, December 31, 2017 2016 Short-term and Convertible Debt Unsecured promissory note, interest 12% per annum, due April 30, 2018 $ 150,000 $ 150,000 Unsecured promissory note, interest 10%, due April 30, 2018 75,000 75,000 Unsecured Convertible promissory note, interest 10% per annum, due April 30, 2018 100,000 100,000 Unsecured Convertible promissory note, interest 12% per annum, due April 28, 2018 and June 8, 2018 (2) 758,320 461,897 Unsecured Convertible promissory note, interest 12% per annum, due December 17, 2016 100,000 100,000 Unsecured Convertible promissory note, interest 10% per annum, due April 30, 2018 50,000 50,000 Unsecured promissory note, interest 10% per annum, due May 1, 2017 - 25,000 Unsecured promissory note, interest free due April 15, 2018 (6) 60,000 275,000 Unsecured Convertible promissory note, interest 12% per annum, due June 13, 2018 (3) 307,760 242,652 Unsecured promissory note, interest free, due on demand (1) - 20,000 Unsecured Convertible promissory note, interest 12% per annum, due October 24 , 2017 (4) 245,689 187,467 Unsecured Convertible promissory note, interest 12% per annum, due November 28, 2017 (5) 109,834 43,786 Unsecured Convertible promissory note, interest 12% per annum, due August 24, 2018 (7) 50,000 45,457 Unsecured Convertible promissory note, interest 12% per annum, due April 4, 2018 (8) 58,904 - Unsecured promissory note, interest free, due November 2017 (9) 30,000 - 2,095,507 1,776,259 Less: Current portion 2,095,507 1,730,802 $ -0- $ 45,457 (1) On February 18, 2016, the Company executed an unsecured promissory note with Gail Keats (an unrelated party) and received $30,000. The promissory note is interest-free and is payable on or before August 15, 2016. The Company repaid the note in full in July 2016. In October 2016, Keats advanced an additional $20,000. The note is interest free and due on demand. The Company repaid the note in full in March 2017. (2) In June 2017, the Company renewed its loan agreements with Roy Meadows (“Meadows”), an unrelated party. The origination dates of the note were April 28, 2016 and June 8, 2016. The Company agreed to pay Meadows a renewal fee of $34,496 and $34,442 on its two outstanding loans with Meadows and extend the maturity dates of the loans to April 28, 2018 and June 8, 2018, respectively. The new outstanding balances of the loans including interest and the renewal fees amounted to $379,456 and $378,864, respectively. In addition to the renewal fees, the Company issued 689,382 renewal warrants valued at $110, 302 (see Note 6 for further discussion). The Company also agreed to maintain the conversion price of the loans into the Company’s common stock $0.10 per share. At any time, the holder of the notes, at his option, shall have the right to convert the outstanding principal balance or any portion of the principal amount hereof, and any accrued interest into shares of common stock of the Company. (3) In June 2017, the Company renewed its loan agreement with Meadows. The origination date of the note was June 13, 2016. The Company agreed to pay Meadows a renewal fee of $27,798 on its loan with Meadows and extend the maturity date of the loan to June 13, 2018. The new outstanding balance of the loan including interest and the renewal fee amounted to $307,760. At any time, the holder of the note, at his sole option, shall have the right to convert the outstanding principal amount of this note, or any portion of the principal hereof, and any accrued interest into shares of common stock of the Company, at a conversion price of $0.10 per share. In addition to the renewal fees, the Company issued 279,782 renewal warrants valued at $44,765. (See Note 6 for further discussions) (4) On October 17, 2016, the Company issued a convertible note to Meadows and received proceeds of $250,000. The promissory note bears interest 12% per annum and matures on October 24, 2017. At any time, the holder of the note, at his sole option, shall have the right to convert the outstanding principal amount of this note, or any portion hereof, and any accrued interest into shares of common stock of the Company, at a conversion price of $0.06 per share. The fair value of the common stock at the date of issuance of the advance was $0.07, which created a beneficial conversion feature of $78,705, the beneficial conversion feature was recorded as a debt discount over the life of the note. The debt discount as of September 30, 2017 was $4,311. (5) On November 28, 2016, the Company issued a convertible note to Meadows and received proceeds of $125,000. The promissory note bears interest 12% per annum and matures on November 28, 2017. At any time, the holder of the note, at his sole option, shall have the right to convert the outstanding principal amount of this note, or any portion hereof, and any accrued interest into shares of common stock of the Company, at a conversion price of $0.06 per share. The fair value of the common stock at the date of issuance of the advance was $0.15, which created a beneficial conversion feature of $89,286, the beneficial conversion feature was recorded as a debt discount over the life of the note. The debt discount as of September 30, 2017 was $15,166. (6) On April 1, 2016, the Company issued a secured promissory note to Emile Fares, M.D. (the “Payee”), an unrelated party, and promised to the Payee $275,000 in exchange for all the medical equipment owned by RMC Totalcare Medical PA. The secured promissory note bears interest 6% per annum and matures one year from the date issuance. On April 1, 2017, the Company and payee entered into an agreement to modify the original note of the Company to the payee to decrease the principal amount of the note from $275,000 to $70,000, and to extend the maturity to October 15, 2017. Any interest accrued would be included as part of the principal payment. The Company repaid $10,000 in May 2017 against the unsecured note. The Company recorded a gain on the settlement of the debt in the amount of $221,500 during the nine months ended September 30, 2017. (7) On August 24, 2016, the Company issued a convertible note to Daniel Hagen, an unrelated party, and received proceeds of $50,000. The promissory note bears interest 10% per annum and matures on August 24, 2018. At any time, the holder of the note, at his sole option, shall have the right to convert the outstanding principal amount of this note, or any portion hereof, and any accrued interest into shares of common stock of the Company, at a conversion price of $0.06 per share. The fair value of the common stock at the date of issuance of the advance was $0.07, which created a beneficial conversion feature of $8,333, the beneficial conversion feature was recorded as a debt discount over the life of the note. (8) On April 4, 2017, the Company issued a convertible note to Meadows and received proceeds of $125,000. The promissory note bears interest 12% per annum and matures on April 4, 2018. At any time, the holder of the note, at his sole option, shall have the right to convert the outstanding principal amount of this note, or any portion hereof, and any accrued interest into shares of common stock of the Company, at a conversion price of $0.10 per share. The fair value of the common stock at the date of issuance of the advance was $0.16, which created a beneficial conversion feature of $125,000, the beneficial conversion feature was recorded as a debt discount over the life of the note. The Company issued 250,000 warrants valued at $62,500 (see Note 6 for further discussion), of the $125,000 debt discount recorded, $40,541 represents the relative fair value of the warrants allocated and remaining to the debt discount. The debt discount as of September 30, 2017 was $66,096. (9) On September 22, 2017, the Company issued a promissory note to Church Street Capital and received proceeds of $30,000. The advance is interest-free and matures 60 days from the date of issuance.

Accounts Payable and Accrued 19

Accounts Payable and Accrued Expenses (Tables)	9 Months Ended
	Sep. 30, 2017
Accounts Payable and Accrued Expenses [Abstract]
Schedule of accounts payable and accrued expenses	September 30, December 31, 2017 2016 Interest $ 181,108 $ 171,636 Professional fees 85,640 104,278 Consulting 191,382 124,384 Other 27,254 25,921 $ 485,384 $ 426,219 Consulting fee – related Party $ 25,914 $ 71,929

Warrants (Tables)

Warrants (Tables)	9 Months Ended
	Sep. 30, 2017
Warrants [Abstract]
Schedule of changes in warrants outstanding	Shares Price Life Value Outstanding, January 1, 2017 22,834,564 $ 0.10 4.4 Granted 3,169,164 0.08 4.9 Expired/Cancelled (2,584,747 ) Exercised (1,374,817 ) 0.025 Outstanding, September 30, 2017 22,044,164 $ 0.09 4.7 years $ 2,452,354 Exercisable, September 30, 2017 22,044,164 $ 0.09 4.7 years $ 2,452,354

Revision of Prior Quarters Co21

Revision of Prior Quarters Consolidated Financial Statements (Tables)	9 Months Ended
	Sep. 30, 2017
Revision of Prior Quarters Consolidated Financial Statements [Abstract]
Schedule of financial information	September 30, 2016 As As Reported Adjustments Revised Consolidated Balance Sheet Accounts Receivable-related party $ 572,850 $ (316,500 ) $ 256,350 Accumulated deficit (9,527,686 ) (316,500 ) (9,844,186 ) Total stockholders’ deficit 700,768 (316,500 ) 384,268 For the Nine Months ended As Previously As Reported Adjustments Revised Consolidated Statement of Operations Management fees-related party $ 935,250 $ (316,500 ) $ 618,750 Net loss (166,717 ) (316,500 ) (483,217 ) Net loss-basic and diluted (0.01 ) (0.01 ) For the Nine Months ended As Previously As Reported Adjustments Revised Consolidated Statement of Cash Flows Net loss $ (166,717 ) $ (316,500 ) $ (483,217 ) Accounts receivable (61,715 ) 316,500 254,785 For the Three Months ended As Previously As Reported Adjustments Revised Consolidated Statement of Operations Management fees-related party $ 367,500 $ (142,500 ) $ 225,000 Net loss 140,862 (142,500 ) (1,638 ) Net loss-basic and diluted 0.00 (0.00 )

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Property and Equipment [Abstract]
Equipment	$ 118,101	$ 115,887
Accumulated depreciation	(67,708)	(45,985)
Property and equipment, net	$ 50,393	$ 69,902

Property and Equipment (Detai23

Property and Equipment (Details Textual) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Property and Equipment (Textual)
Depreciation expense	$ 21,723	$ 56,083

Debt (Details)

Debt (Details) - USD ($)		Sep. 30, 2017	Dec. 31, 2016
Short-term Debt [Line Items]
Short-term debt		$ 2,095,507	$ 1,776,259
Less: Current portion		2,095,507	1,730,802
Short-term debt, net		0	45,457
Unsecured promissory note, interest @ 12% per annum, due April 30, 2018 [Member]
Short-term Debt [Line Items]
Short-term debt		150,000	150,000
Unsecured promissory note, interest @ 10%, due April 30, 2018 [Member]
Short-term Debt [Line Items]
Short-term debt		75,000	75,000
Unsecured Convertible promissory note, interest @ 10% per annum, due April 30, 2018 [Member]
Short-term Debt [Line Items]
Short-term debt		100,000	100,000
Unsecured Convertible promissory note, interest @ 12% per annum, due April 28, 2018 and June 8, 2018 [Member]
Short-term Debt [Line Items]
Short-term debt	[1]	758,320	461,897
Unsecured Convertible promissory note, interest @ 12% per annum, due December 17, 2016 [Member]
Short-term Debt [Line Items]
Short-term debt		100,000	100,000
Unsecured Convertible promissory note, interest @ 10% per annum, due April 30, 2018 [Member]
Short-term Debt [Line Items]
Short-term debt		50,000	50,000
Unsecured promissory note, interest @ 10% per annum, due May 1, 2017 [Member]
Short-term Debt [Line Items]
Short-term debt			25,000
Unsecured promissory note, interest free due April 15, 2018 [Member]
Short-term Debt [Line Items]
Short-term debt	[2]	60,000	275,000
Unsecured Convertible promissory note, interest @ 12% per annum, due June 13, 2018 [Member]
Short-term Debt [Line Items]
Short-term debt	[3]	307,760	242,652
Unsecured promissory note, interest free, due on demand [Member]
Short-term Debt [Line Items]
Short-term debt	[4]		20,000
Unsecured Convertible promissory note, interest @ 12% per annum, due October 24 , 2017 [Member]
Short-term Debt [Line Items]
Short-term debt	[5]	245,689	187,467
Unsecured Convertible promissory note, interest @ 12% per annum, due November 28, 2017 [Member]
Short-term Debt [Line Items]
Short-term debt	[6]	109,834	43,786
Unsecured Convertible promissory note, interest @ 12% per annum, due August 24, 2018 [Member]
Short-term Debt [Line Items]
Short-term debt	[7]	50,000	45,457
Unsecured Convertible promissory note, interest @ 12% per annum, due April 4, 2018 [Member]
Short-term Debt [Line Items]
Short-term debt	[8]	58,904
Unsecured promissory note, interest free, due November 2017 [Member]
Short-term Debt [Line Items]
Short-term debt	[9]	$ 30,000
[1]	In June 2017, the Company renewed its loan agreements with Roy Meadows ("Meadows"), an unrelated party. The origination dates of the note were April 28, 2016 and June 8, 2016. The Company agreed to pay Meadows a renewal fee of $34,496 and $34,442 on its two outstanding loans with Meadows and extend the maturity dates of the loans to April 28, 2018 and June 8, 2018, respectively. The new outstanding balances of the loans including interest and the renewal fees amounted to $379,456 and $378,864, respectively. In addition to the renewal fees, the Company issued 689,382 renewal warrants valued at $110, 302 (see Note 6 for further discussion). The Company also agreed to maintain the conversion price of the loans into the Company's common stock @ $0.10 per share. At any time, the holder of the notes, at his option, shall have the right to convert the outstanding principal balance or any portion of the principal amount hereof, and any accrued interest into shares of common stock of the Company.
[2]	On April 1, 2016, the Company issued a secured promissory note to Emile Fares, M.D. (the "Payee"), an unrelated party, and promised to the Payee $275,000 in exchange for all the medical equipment owned by RMC Totalcare Medical PA. The secured promissory note bears interest @ 6% per annum and matures one year from the date issuance. On April 1, 2017, the Company and payee entered into an agreement to modify the original note of the Company to the payee to decrease the principal amount of the note from $275,000 to $70,000, and to extend the maturity to October 15, 2017. Any interest accrued would be included as part of the principal payment. The Company repaid $10,000 in May 2017 against the unsecured note. The Company recorded a gain on the settlement of the debt in the amount of $221,500 during the nine months ended September 30, 2017.
[3]	In June 2017, the Company renewed its loan agreement with Meadows. The origination date of the note was June 13, 2016. The Company agreed to pay Meadows a renewal fee of $27,798 on its loan with Meadows and extend the maturity date of the loan to June 13, 2018. The new outstanding balance of the loan including interest and the renewal fee amounted to $307,760. At any time, the holder of the note, at his sole option, shall have the right to convert the outstanding principal amount of this note, or any portion of the principal hereof, and any accrued interest into shares of common stock of the Company, at a conversion price of $0.10 per share. In addition to the renewal fees, the Company issued 279,782 renewal warrants valued at $44,765. (See Note 6 for further discussions)
[4]	On February 18, 2016, the Company executed an unsecured promissory note with Gail Keats (an unrelated party) and received $30,000. The promissory note is interest-free and is payable on or before August 15, 2016. The Company repaid the note in full in July 2016. In October 2016, Keats advanced an additional $20,000. The note is interest free and due on demand. The Company repaid the note in full in March 2017.
[5]	On October 17, 2016, the Company issued a convertible note to Meadows and received proceeds of $250,000. The promissory note bears interest @ 12% per annum and matures on October 24, 2017. At any time, the holder of the note, at his sole option, shall have the right to convert the outstanding principal amount of this note, or any portion hereof, and any accrued interest into shares of common stock of the Company, at a conversion price of $0.06 per share. The fair value of the common stock at the date of issuance of the advance was $0.07, which created a beneficial conversion feature of $78,705, the beneficial conversion feature was recorded as a debt discount over the life of the note. The debt discount as of September 30, 2017 was $4,311.
[6]	On November 28, 2016, the Company issued a convertible note to Meadows and received proceeds of $125,000. The promissory note bears interest @ 12% per annum and matures on November 28, 2017. At any time, the holder of the note, at his sole option, shall have the right to convert the outstanding principal amount of this note, or any portion hereof, and any accrued interest into shares of common stock of the Company, at a conversion price of $0.06 per share. The fair value of the common stock at the date of issuance of the advance was $0.15, which created a beneficial conversion feature of $89,286, the beneficial conversion feature was recorded as a debt discount over the life of the note. The debt discount as of September 30, 2017 was $15,166.
[7]	On August 24, 2016, the Company issued a convertible note to Daniel Hagen, an unrelated party, and received proceeds of $50,000. The promissory note bears interest @ 10% per annum and matures on August 24, 2018. At any time, the holder of the note, at his sole option, shall have the right to convert the outstanding principal amount of this note, or any portion hereof, and any accrued interest into shares of common stock of the Company, at a conversion price of $0.06 per share. The fair value of the common stock at the date of issuance of the advance was $0.07, which created a beneficial conversion feature of $8,333, the beneficial conversion feature was recorded as a debt discount over the life of the note.
[8]	On April 4, 2017, the Company issued a convertible note to Meadows and received proceeds of $125,000. The promissory note bears interest @ 12% per annum and matures on April 4, 2018. At any time, the holder of the note, at his sole option, shall have the right to convert the outstanding principal amount of this note, or any portion hereof, and any accrued interest into shares of common stock of the Company, at a conversion price of $0.10 per share. The fair value of the common stock at the date of issuance of the advance was $0.16, which created a beneficial conversion feature of $125,000, the beneficial conversion feature was recorded as a debt discount over the life of the note. The Company issued 250,000 warrants valued at $62,500 (see Note 6 for further discussion), of the $125,000 debt discount recorded, $40,541 represents the relative fair value of the warrants allocated and remaining to the debt discount. The debt discount as of September 30, 2017 was $66,096.
[9]	On September 22, 2017, the Company issued a promissory note to Church Street Capital and received proceeds of $30,000. The advance is interest-free and matures 60 days from the date of issuance.

Debt (Details Textual)

Debt (Details Textual) - USD ($)

Apr. 04, 2017

Nov. 28, 2016

Oct. 31, 2016

Oct. 17, 2016

Aug. 24, 2016

Feb. 18, 2016

Sep. 22, 2017

May 30, 2017

Apr. 30, 2017

Sep. 30, 2017

Sep. 30, 2016

Sep. 30, 2017

Sep. 30, 2016

Jun. 13, 2016

Apr. 30, 2016

Apr. 01, 2016

Debt (Textual)

Debt discount

$ 348,688

$ 254,095

Gain on settlement of debt

221,500

(61,697)

Interest expense

779,611

$ 363,545

Fair value of warrants

$ 20,000

Unsecured promissory note, interest @ 12% per annum, due April 30, 2018 [Member]

Debt (Textual)

Debt instrument interest rate

12.00%

12.00%

Debt instrument, maturity date

Apr. 30, 2018

Unsecured promissory note, interest @ 10%, due April 30, 2018 [Member]

Debt (Textual)

Debt instrument interest rate

10.00%

10.00%

Debt instrument, maturity date

Apr. 30, 2018

Convertible promissory note, interest @ 10% per annum, due April 30, 2018 [Member]

Debt (Textual)

Debt instrument interest rate

10.00%

10.00%

Debt instrument, maturity date

Apr. 30, 2018

Convertible promissory note, interest @ 12% per annum, due April 28, 2017 and June 8, 2017 [Member]

Debt (Textual)

Debt instrument interest rate

12.00%

12.00%

Debt instrument, maturity date

Jun. 8, 2017

Convertible promissory note, interest @ 12% per annum, due April 28, 2017 and June 8, 2017 [Member] | Roy Meadows [Member]

Debt (Textual)

Conversion price

$ 0.10

$ 0.10

Warrants issued

689,382

Warrants value of note

$ 110,302

Convertible promissory note, interest @ 12% per annum, due April 28, 2017 and June 8, 2017 [Member] | Outstanding loan one [Member] | Roy Meadows [Member]

Debt (Textual)

Debt instrument interest rate

12.00%

12.00%

Debt instrument, maturity date

Apr. 28, 2018

Renewal fee amount

$ 34,496

$ 34,496

Outstanding loans including interest and renewal fees

$ 379,456

Convertible promissory note, interest @ 12% per annum, due December 17, 2016 [Member]

Debt (Textual)

Debt instrument interest rate

12.00%

12.00%

Debt instrument, maturity date

Dec. 17, 2016

Unsecured Convertible promissory note, interest @ 12% per annum, due December 17, 2016 [Member]

Debt (Textual)

Debt instrument interest rate

10.00%

10.00%

Debt instrument, maturity date

Apr. 30, 2018

Unsecured promissory note, interest @ 10% per annum, due May 1, 2017 [Member]

Debt (Textual)

Debt instrument interest rate

10.00%

10.00%

Debt instrument, maturity date

May 1, 2017

Secured promissory note, interest free due April 15, 2018 [Member]

Debt (Textual)

Debt instrument interest rate

6.00%

Debt instrument, maturity date

Apr. 15, 2018

Gain on settlement of debt

$ 221,500

Unsecured debt

$ 10,000

Secured promissory note, interest free due April 15, 2018 [Member] | Minimum [Member]

Debt (Textual)

Decrease the principal amount of the note

$ 70,000

Secured promissory note, interest free due April 15, 2018 [Member] | Maximum [Member]

Debt (Textual)

Decrease the principal amount of the note

$ 275,000

Secured promissory note, interest free due April 15, 2018 [Member] | Emile Fares M D [Member]

Debt (Textual)

Secured promissory note

$ 275,000

Convertible promissory note, interest @ 12% per annum, due June 13, 2018 [Member]

Debt (Textual)

Debt instrument interest rate

12.00%

12.00%

Debt instrument, maturity date

Jun. 13, 2018

Convertible promissory note, interest @ 12% per annum, due June 13, 2018 [Member] | Roy Meadows [Member]

Debt (Textual)

Debt instrument interest rate

12.00%

12.00%

Debt instrument, maturity date

Jun. 13, 2018

Renewal fee amount

$ 27,798

$ 27,798

Outstanding loans including interest and renewal fees

$ 307,760

Conversion price

$ 0.10

$ 0.10

$ 0.10

Warrants issued

279,782

Warrants value of note

$ 44,765

Unsecured promissory note, interest free, due on demand [Member]

Debt (Textual)

Debt instrument, maturity date

Aug. 15, 2016

Proceeds from unsecured promissory note

$ 30,000

Additional amount received from Keats

$ 20,000

Convertible promissory note, interest @ 12% per annum, due October 24 , 2017 [Member]

Debt (Textual)

Debt instrument interest rate

12.00%

12.00%

12.00%

Debt instrument, maturity date

Oct. 24, 2017

Oct. 24, 2017

Conversion price

$ 0.06

Fair value of common stock advance per share

$ 0.07

Beneficial conversion feature

$ 78,705

Debt discount

$ 4,311

Proceeds from convertible promissory note

$ 250,000

Convertible promissory note, interest @ 12% per annum, due November 28, 2017 (5) [Member]

Debt (Textual)

Debt instrument interest rate

12.00%

12.00%

Debt instrument, maturity date

Nov. 28, 2017

Convertible promissory note, interest @ 12% per annum, due November 28, 2017 (5) [Member] | Roy Meadows [Member]

Debt (Textual)

Debt instrument interest rate

12.00%

Debt instrument, maturity date

Nov. 28, 2017

Conversion price

$ 0.06

Fair value of common stock advance per share

$ 0.15

Beneficial conversion feature

$ 89,286

Debt discount

$ 15,166

Proceeds from convertible promissory note

$ 125,000

Convertible promissory note, interest @ 12% per annum, due August 24, 2018 [Member]

Debt (Textual)

Debt instrument interest rate

12.00%

12.00%

Debt instrument, maturity date

Aug. 24, 2018

Convertible promissory note, interest @ 12% per annum, due August 24, 2018 [Member] | Daniel Hagen [Member]

Debt (Textual)

Debt instrument interest rate

10.00%

Debt instrument, maturity date

Aug. 24, 2018

Conversion price

$ 0.06

Fair value of common stock advance per share

$ 0.07

Beneficial conversion feature

$ 8,333

Proceeds from convertible promissory note

$ 50,000

Convertible promissory note, interest @ 12% per annum, due August 24, 2018 (7) [Member]

Debt (Textual)

Debt instrument, maturity date

Apr. 4, 2018

Convertible promissory note, interest @ 12% per annum, due August 24, 2018 (7) [Member] | Roy Meadows [Member]

Debt (Textual)

Debt instrument interest rate

12.00%

Debt instrument, maturity date

Apr. 4, 2018

Conversion price

$ 0.10

Fair value of common stock advance per share

$ 0.16

Beneficial conversion feature

$ 125,000

Debt discount

40,541

$ 66,096

Proceeds from convertible promissory note

$ 125,000

Warrants issued

250,000

Warrants value of note

$ 62,500

Fair value of warrants

$ 125,000

Convertible promissory note, interest @ 12% per annum, due April 4, 2018 (8) [Member]

Debt (Textual)

Proceeds from unsecured promissory note

$ 30,000

Debt instrument, term

60 days

Unsecured promissory note, interest free, due November 2017 (9) [Member] | Outstanding loan two [Member] | Roy Meadows [Member]

Debt (Textual)

Debt instrument interest rate

12.00%

12.00%

Debt instrument, maturity date

Jun. 8, 2018

Renewal fee amount

$ 34,442

$ 34,442

Outstanding loans including interest and renewal fees

$ 378,864

Accounts Payable and Accrued 26

Accounts Payable and Accrued Expenses (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Accounts Payable and Accrued Expenses [Abstract]
Interest	$ 181,108	$ 171,636
Professional fees	85,640	104,278
Consulting	191,382	124,384
Other	27,254	25,921
Accounts payable and accrued expenses, Total	485,384	426,219
Consulting fee - related party	$ 25,914	$ 71,929

Basic and Diluted Earnings Pe27

Basic and Diluted Earnings Per Share (Details)	9 Months Ended
	Sep. 30, 2017shares
Basic and Diluted Earnings Per Share (Textual)
Anti-dilutive potential common shares	40,704,974
Common shares underlying the outstanding warrants	22,044,164
Common shares reserved for conversion of outstanding	18,660,810

Warrants (Details)

Warrants (Details) - Warrants [Member]	9 Months Ended
	Sep. 30, 2017USD ($)$ / sharesshares
Shares
Outstanding, Beginning Balance	22,834,564
Granted	3,169,164
Expired/Cancelled	(2,584,747)
Exercised	(1,374,817)
Outstanding, Ending Balance	22,044,164
Exercisable	22,044,164
Exercise Price
Outstanding, Beginning Balance | $ / shares	$ 0.10
Granted | $ / shares	0.08
Exercised | $ / shares	0.025
Outstanding, Ending Balance | $ / shares	0.09
Exercisable | $ / shares	$ 0.09
Remaining Life
Outstanding, Beginning Balance	4 years 4 months 24 days
Granted	4 years 10 months 25 days
Outstanding, Ending Balance	4 years 8 months 12 days
Exercisable	4 years 8 months 12 days
Intrinsic Value
Outstanding, Ending Balance | $	$ 2,452,354
Exercisable | $	$ 2,452,354

Warrants (Details Textual)

Warrants (Details Textual) - USD ($)	Apr. 04, 2017	Jul. 31, 2017	Jan. 31, 2017	Sep. 30, 2017	Sep. 30, 2016	May 16, 2017	Mar. 31, 2017
Warrants (Textual)
Issuance of warrant to purchase common stock				22,044,164
Fair value of warrants				$ 20,000
Amortization of debt discount				348,688	$ 254,095
Warrants [Member]
Warrants (Textual)
Fair value of warrants				$ 60,541
Warrants expired				2,900,000
Expected term				5 years
Risk free interest rate				1.19%
Dividend yield				0.00%
Volatility				387.10%
Warrants [Member] | Director [Member]
Warrants (Textual)
Issuance of warrant to purchase common stock		250,000	200,000
Exercise price		$ 0.10	$ 0.09
Fair value of warrants				$ 25,000
Warrant expired description		This warrant vests immediately and expires five years from the date of issuance.	These warrants vest immediately and expire 5 years from the date of issuance.
Warrants [Member] | Roy Meadows [Member]
Warrants (Textual)
Issuance of warrant to purchase common stock	250,000	447,699				969,164	927,118
Exercise price	$ 0.025					$ 0.025
Fair value of warrants	$ 40,541			155,067
Amortization of debt discount	$ 125,000
Warrants [Member] | Consultants [Member]
Warrants (Textual)
Issuance of warrant to purchase common stock		1,500,000
Exercise price		$ 0.10
Fair value of warrants				$ 150,000
Warrant expired description		The warrant vests immediately and expires five years from the date of issuance.

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Related Party Transactions (Textual)
Consulting services -related party	$ 25,914	$ 71,929
Consulting payments	$ 35,200	$ 68,360
Directors [Member]
Related Party Transactions (Textual)
Related party ownership percentage	33.50%
Consulting services -related party	$ 502,995
Consulting payments	$ 242,894
Indirect interest rate percentage	47.50%

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	1 Months Ended	9 Months Ended
	Jul. 01, 2017	Sep. 30, 2017	Sep. 30, 2016
Commitments and Contingencies (Textual)
Amount of compensation as per payroll - officer		$ 135,000	$ 112,500
Employment agreement [Member]
Commitments and Contingencies (Textual)
Term of employment agreement	5 years
Effective date	Jul. 1, 2017
Increased monthly salary for smith	$ 20,000

Revision of Prior Quarters Co32

Revision of Prior Quarters Consolidated Financial Statements (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016	Sep. 30, 2016
Consolidated Balance Sheet [Abstract]
Accounts Receivable-related party	$ 35,200	$ 68,360
Accumulated deficit	(13,332,151)	(12,361,758)
Total stockholders' deficit	$ (1,817,045)	$ (1,379,218)
As Previously Reported [Member]
Consolidated Balance Sheet [Abstract]
Accounts Receivable-related party			$ 572,850
Accumulated deficit			(9,527,686)
Total stockholders' deficit			700,768
Adjustments [Member]
Consolidated Balance Sheet [Abstract]
Accounts Receivable-related party			(316,500)
Accumulated deficit			(316,500)
Total stockholders' deficit			(316,500)
As Revised [Member]
Consolidated Balance Sheet [Abstract]
Accounts Receivable-related party			256,350
Accumulated deficit			(9,844,186)
Total stockholders' deficit			$ 384,268

Revision of Prior Quarters Co33

Revision of Prior Quarters Consolidated Financial Statements (Details 1) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Consolidated Statement of Operations
Management fees-related party		$ 225,000	$ 242,894	$ 618,750
Net loss	$ (481,697)	$ (1,638)	$ (970,393)	$ (483,217)
Net loss-basic and diluted	$ (0.01)		$ (0.03)	$ (0.01)
As Previously Reported [Member]
Consolidated Statement of Operations
Management fees-related party		$ 367,500		$ 935,250
Net loss		$ 140,862		$ (166,717)
Net loss-basic and diluted		$ 0		$ (0.01)
Adjustments [Member]
Consolidated Statement of Operations
Management fees-related party		$ (142,500)		$ (316,500)
Net loss		(142,500)		(316,500)
As Revised [Member]
Consolidated Statement of Operations
Management fees-related party		225,000		618,750
Net loss		$ (1,638)		$ (483,217)
Net loss-basic and diluted		$ 0		$ (0.01)

Revision of Prior Quarters Co34

Revision of Prior Quarters Consolidated Financial Statements (Details 2) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Consolidated Statement of Cash Flows
Net loss	$ (481,697)	$ (1,638)	$ (970,393)	$ (483,217)
Accounts receivable			$ 104,129	(254,785)
As Previously Reported [Member]
Consolidated Statement of Cash Flows
Net loss		140,862		(166,717)
Accounts receivable				(61,715)
Adjustments [Member]
Consolidated Statement of Cash Flows
Net loss		(142,500)		(316,500)
Accounts receivable				316,500
As Revised [Member]
Consolidated Statement of Cash Flows
Net loss		$ (1,638)		(483,217)
Accounts receivable				$ 254,785