Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Dec. 06, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | MEDICAL IMAGING CORP. | |
Entity Central Index Key | 1,370,804 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | Yes | |
Is Entity Emerging Growth Company? | false | |
Elected Not To Use the Extended Transition Period | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 44,136,209 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash and Cash Equivalents | $ 18,224 | $ 35,868 |
Accounts Receivable, net of allowance for doubtful accounts | 664,886 | 669,814 |
Prepaid Expenses | 52,044 | 9,835 |
Current assets of discontinued operations | 228,600 | 317,418 |
Total Current Assets | 963,754 | 1,032,935 |
Property and Equipment, net of accumulated depreciation | 877,042 | 955,874 |
Goodwill | 1,422,670 | 1,422,670 |
Deposits | 16,825 | 17,003 |
Noncurrent assets of discontinued operations | 8,102 | 763,145 |
TOTAL ASSETS | 3,288,393 | 4,191,627 |
Current Liabilities | ||
Bank Overdraft | 144,163 | 0 |
Accounts Payable | 1,782,227 | 1,705,225 |
Accrued Liabilities | 1,451,162 | 918,741 |
Advance due to related party | 116,619 | 0 |
Current Portion of Capital Lease Obligations | 55,048 | 76,109 |
Current Portion of Promissory Notes | 178,373 | 255,523 |
Current Portion of Promissory Notes, Overdue | 600,000 | 782,000 |
Current Portion of Royalty Financing | 1,753,637 | 1,324,768 |
Current Portion of Convertible Notes | 167,024 | 145,131 |
Current Portion of Convertible Notes, Overdue | 2,146,319 | 2,086,000 |
Derivative Liability | 99,651 | 0 |
Current liabilities of discontinued operations | 861,722 | 733,839 |
Total Current Liabilities | 9,355,945 | 8,027,336 |
Long Term Liabilities | ||
Capital Lease Obligations, less current portion | 6,189 | 44,994 |
Promissory Notes, less current portion, net of unamortized discounts | 0 | 100,000 |
Royalty Financing, less current portion, net of unamortized discounts | 998,149 | 1,108,015 |
Convertible Notes, less current portion, net of unamortized discounts | 0 | 178,000 |
Noncurrent liabilities of discontinued operations | 12,005 | 58,741 |
Total Liabilities | 10,372,288 | 9,517,086 |
Commitments and Contingencies | ||
Stockholders' Deficit | ||
Preferred Stock | 0 | 0 |
Common Stock | 40,137 | 33,297 |
Additional Paid-In Capital | 2,778,241 | 2,591,206 |
Accumulated Other Comprehensive Income | 175,393 | 184,054 |
Accumulated Deficit | (10,077,666) | (8,134,016) |
Total Stockholders' Deficit | (7,083,895) | (5,325,459) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 3,288,393 | $ 4,191,627 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Preferred stock, par value in dollars | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value in dollars | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 40,136,209 | 33,296,481 |
Common stock, shares outstanding | 40,136,209 | 33,296,481 |
Doubtful accounts, accounts receivable | $ 310,275 | $ 266,254 |
Accumulated depreciation, property and equipment | 1,224,869 | 1,119,308 |
Promissory Notes | ||
Unamortized discount, current | 62,493 | 74,800 |
Unamortized discount, noncurrent | 0 | 65,000 |
Royalty Financing | ||
Unamortized discount, current | 425,337 | 425,337 |
Unamortized discount, noncurrent | 4,133,153 | 4,452,157 |
Convertible Note | ||
Unamortized discount, current | 32,977 | 0 |
Unamortized discount, noncurrent | $ 0 | $ 188 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Sales | $ 1,385,444 | $ 1,368,771 | $ 4,123,560 | $ 3,753,072 |
Cost of Sales | 959,491 | 889,021 | 2,732,015 | 2,344,982 |
Gross Margin | 425,953 | 479,750 | 1,391,545 | 1,408,090 |
Operating Expenses: | ||||
Labor | 163,283 | 204,114 | 510,959 | 568,991 |
Legal and Professional | 69,071 | 53,329 | 226,558 | 157,221 |
General and Administrative | 53,409 | 94,507 | 161,601 | 225,553 |
Rent Office Space and Servers | 35,071 | 63,524 | 158,799 | 180,822 |
Depreciation | 38,009 | 65,996 | 107,456 | 197,537 |
Bad Debt Expense | 15,000 | 8,724 | 44,021 | 88,981 |
Insurance | 12,436 | 10,466 | 33,301 | 31,338 |
Travel | 4,127 | 4,836 | 22,864 | 25,894 |
Management Fees | 3,455 | 5,389 | 12,859 | 13,851 |
Advertising | 545 | 11,088 | 7,181 | 34,965 |
Total Operating Expenses | 394,406 | 521,973 | 1,285,599 | 1,525,153 |
Income (Loss) from Operations | 31,547 | (42,223) | 105,946 | (117,063) |
Other Income and (Expenses): | ||||
Amortization of Debt Discount | (163,036) | (172,689) | (535,449) | (485,699) |
Interest & Penalties Expense | (183,712) | (126,534) | (497,390) | (404,914) |
Derivative Liability Gains (Losses) | 8,119 | 0 | (17,526) | 0 |
Foreign Currency Gains (Losses) | (37,856) | (11,438) | (40,886) | (74,140) |
Provision for Income Taxes | 0 | 0 | 0 | 0 |
Other Income | (17) | (964) | 1,225 | 22,266 |
Total Other Income (Expenses) | (376,502) | (311,625) | (1,090,026) | (942,487) |
Loss from continuing operations | (344,955) | (353,848) | (984,080) | (1,059,550) |
Loss from discontinued operations, net | 14,439 | (347,958) | (959,570) | (556,357) |
Total Other Comprehensive Income (Loss) | 0 | 0 | 0 | 0 |
Foreign Currency Translation gain (loss) | (42,112) | (12,495) | (8,661) | 42,317 |
Total Comprehensive Loss | $ (372,628) | $ (714,301) | $ (1,952,311) | $ (1,573,590) |
Basic and Diluted Loss per Share from continuing operations | $ (0.009) | $ (0.012) | $ (0.028) | $ (0.039) |
Basic and Diluted Loss per Share from discontinued operations | 0 | (0.011) | (0.027) | (0.021) |
Basic and Diluted Loss per Share from Consolidated Operations | $ (0.009) | $ (0.021) | $ (0.055) | $ (0.058) |
Weighted Average Shares Outstanding - Basic and Diluted | 40,136,209 | 30,532,982 | 35,601,441 | 27,048,006 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (984,080) | $ (1,059,550) |
Adjustments to Reconcile Net Loss to Net Cash from Operating Activities: | ||
Loss from discontinued operations, net | (959,570) | (556,357) |
Depreciation | 107,456 | 440,469 |
Fixed Asset - Write Off | 0 | 99,432 |
Bad Debt Expense | 44,021 | 98,831 |
Amortization of Debt Discount | 535,449 | 487,705 |
Stock-based compensation | 0 | 62,850 |
Foreign currency transaction (Gain) Loss | 700 | 1,852 |
Derivative Liability | 208,731 | 0 |
Derivative Liability (Gain) Loss | (38,205) | 0 |
Changes in operating assets and liabilities: | ||
Accounts Receivable, Net of Allowance for Doubtful Accounts | (39,093) | (187,954) |
Prepaid Expenses | (42,209) | 10,615 |
Accounts Payable and Accrued Liabilities | 609,423 | 434,994 |
NET CASH AND CASH EQUIVALENTS FROM OPERATING ACTIVITIES | (557,377) | (167,113) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Equipment Purchase | (29,146) | (16,811) |
NET CASH FROM INVESTING ACTIVITIES | (29,146) | (16,811) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Advances from related party | 116,619 | 0 |
Bank Overdraft | 144,163 | 0 |
Proceeds from Promissory Notes | 0 | 409,225 |
Proceeds from Convertible Debt | 0 | 153,000 |
Principal Payments on Promissory Notes | (493,384) | (353,501) |
Principal Payments on Convertible Notes | (55,000) | (35,000) |
Principal Payments on Capital Lease Obligations | (59,866) | (57,357) |
NET CASH AND CASH EQUIVALENTS FROM FINANCING ACTIVITIES | (347,468) | 116,367 |
CASH FLOWS FROM DISCONTINUED OPERATIONS | ||
Net cash provided by operating activities of discontinued operations | 345,315 | 128,582 |
Net cash provided by investing activities of discontinued operations | 648,421 | (167,528) |
Net cash provided by financing activities of discontinued operations | (68,728) | 2,877 |
NET CASH USED IN DISCONTINUED OPERATIONS | 925,008 | (36,069) |
Gain (Loss) due to foreign currency translation | (8,661) | 42,317 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (17,644) | (61,309) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 35,868 | 85,455 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 18,224 | 24,146 |
Cash paid during the year for: | ||
Interest | 90,052 | 91,052 |
Income Taxes | 0 | 0 |
Non-cash financing and investing activities: | ||
Shares Issued for Convertible Note | 88,000 | 112,240 |
Derivative | 0 | 0 |
Acquisition Liability Assigned to Loan Payable | 0 | 0 |
Acquisition Liability Assigned to Promissory Note | 0 | 0 |
Equipment purchased under Capital Lease | 0 | 55,968 |
Accrued Interest converted to Note | $ 0 | $ 0 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | Note 1. Organization and Summary of Significant Accounting Policies Organization and Basis of Presentation Medical Imaging Corp., (“MIC” or the “Company”), a Nevada Corporation was incorporated in 2000. In 2005, the Company developed a business plan for private healthcare opportunities in Canada with the objective of owning and operating private diagnostic imaging clinics. In 2009, the Company purchased Canadian Teleradiology Services Inc., which operates as: Custom Teleradiology Services (“CTS”). CTS provides remote reading of medical diagnostic imaging scans for rural hospitals and clinics in Canada. In early 2010, the Company modified its business plan to grow its CTS subsidiary while commencing the acquisition of existing full service imaging clinics located in the United States and exploring the development of new diagnostic imaging technology. In 2012, the Company purchased Schuylkill Open MRI Inc., which operates as: Schuylkill Medical Imaging (“SMI”), an independent diagnostic imaging facility located in Pottsville, Pennsylvania. In 2014, the Company purchased Partners Imaging Center of Venice, LLC (“PIV”) located in Venice, Florida; Partners Imaging Center of Naples, LLC (“PIN”) located in Naples, Florida; and Partners Imaging Center of Charlotte, LLC (“PIC”) located in Port Charlotte, Florida. On April 30, 2018 the Company closed PIV, PIN and PIC. Basis of Presentation These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end is December 31. Principle of Consolidation The consolidated financial statements include the accounts of Medical Imaging, Corp., and its wholly-owned subsidiaries, CTS, SMI, PIV, PIN, and PIC. Intercompany accounts and transactions have been eliminated in the consolidated financial statements. CTS’, SMI’s, PIV’s, PIN’s, and PIC’s accumulated earnings prior to their acquisitions are not included in the consolidated balance sheet. Use of Estimates and Assumptions The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the consolidated financial statements are published, and (iii) the reported amount of net sales, expenses and costs recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of consolidated financial statements; accordingly, actual results could differ from these estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At September 30, 2018, and December 31, 2017, cash includes cash on hand and cash in the bank. Accounts Receivable Credit Risk The allowance for doubtful accounts is maintained at a level sufficient to provide for estimated credit losses based on evaluating known and inherent risks in the receivables portfolio. Management evaluates various factors including expected losses and economic conditions to predict the estimated realization on outstanding receivables. As of September 30, 2018 and December 31, 2017, the allowance for doubtful accounts from direct billings was $310,275 and $266,254, respectively. Although the gross receivable balance has increased significantly, management is actively pursuing collection efforts directly with patients and insurance payers and believes that the current allowance for doubtful accounts is sufficient to cover any expected losses. Goodwill and Indefinite - Lived Intangible Assets The Company follows the provisions of Financial Accounting Standard Accounting Standards Codification (“ASC”) 350, Goodwill and Other Intangible Assets The Company recognized a goodwill impairment charge of $555,000 with regards to the closure of its three Florida centers in April of 2018. No goodwill impairment was recognized during 2017. Revenue Recognition The Company holds contracts with several hospitals and groups of health care facilities to provide Teleradiology services for a specific period of time. The Company bills for services rendered on a monthly basis. For the three and nine months ended September 30, 2018, CTS held six contracts; four contracts that are renewable on a year-to-year basis and one contract that automatically renewed in 2017 for a successive one year term, and one to be renewed in 2018. In accordance with the requirement of Staff Accounting Bulletin (“SAB”) 104, the Company recognizes revenue when: (1) persuasive evidence of an arrangement exists (contracts); (2) delivery has occurred (monthly); (3) the seller’s price is fixed or determinable (per the customer’s contract, and services performed); and (4) collectability is reasonably assured (based upon our credit policy). Revenue is accounted for under the guidelines established by SAB 101, Revenue Recognition in Financial Statements, Revenue Recognition Cost of Sales Cost of sales includes fees paid to radiologists for reading services, transcription fees, equipment repairs, system license and usage costs. Impairment of Long-Lived Assets In accordance with ASC 360, Property, Plant and Equipment, Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Stock Based Compensation The Company follows ASC 718, Stock Compensation The Company measures all share-based payments to employees (which includes non-employee Board of Directors), including employee stock options, warrants and restricted stock, at the fair value of the award and expenses it over the requisite service period (generally the vesting period). The fair value of common stock options or warrants granted to employees is estimated at the date of grant using the binomial option pricing model (“BOPM”). The calculation also takes into account the common stock fair market value at the grant date, the exercise price, the expected life of the common stock option or warrant, the dividend yield and the risk-free interest rate. The Company from time to time may issue stock options, warrants and restricted stock to acquire goods or services from third parties. Restricted stock, options or warrants issued to other than employees or directors are recorded on the basis of their fair value. The options or warrants are valued using the BOPM on the basis of the market price of the underlying equity instrument on the “valuation date,” which for options and warrants related to contracts that have substantial disincentives to non-performance, is the date of the contract, and for all other contracts is the vesting date. Expenses related to the options and warrants are recognized on a straight-line basis over the period which services are to be received. There was no stock-based compensation expense to non-employees for the three months ended September 30, 2018, and 2017. There was no stock-based compensation expense to employees for the three months ended September 30, 2018 and June 30, 2017. There was no stock-based compensation expense to non-employees for the nine months ended September 30, 2018, and 2017. There was no stock-based compensation expense to employees for the nine months ended September 30, 2018. For the nine months ended September 30, 2017, the Company recognized stock-based compensation expenses of $8,500 from stock options and $30,600 from stock granted to employees. The options were valued using the BOPM and included in the labor operating expenses in the consolidated statements of operations. Fair Value of Financial Instruments The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties other than in a forced sale or liquidation. The carrying amounts of the Company’s financial instruments, including cash, accounts receivable, prepaid expenses, accounts payable, accrued liabilities and notes and loans payable approximate fair value due to their most maturities. Fair Value Measurements The Company follows ASC 820, Fair Value Measurements and Disclosures Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values because of the short maturity of these instruments. The Company does not have assets and liabilities that are carried at fair value on a recurring basis. Foreign Currency Translation The Company’s functional currency for its wholly-owned subsidiary, CTS, is the Canadian dollar, and their financial statements have been translated into U.S. dollars. The Canadian dollar based accounts of the Company’s foreign operations have been translated into United States dollars using the current rate method. Assets and liabilities of those operations are translated into U.S. dollars using exchange rates as of the balance sheet date; income and expenses are translated using the weighted average exchange rates for the reporting period. Translation adjustments are recorded as accumulated other comprehensive income (loss), a separate component of stockholders’ equity. The Company recognized a foreign currency gain (loss) on transactions from operations of $(37,856) for the three months ended September 30, 2018 and $(11,438) for the three months ended September 30, 2017. The Company recognized other comprehensive income (loss) of $(42,112) for the three months ended September 30, 2018 and $(12,495) for the three months ended September 30, 2017. The Company recognized a foreign currency gain (loss) on transactions from operations of $(40,886) for the nine months ended September 30, 2018 and $(74,140) for the nine months ended September 30, 2017. The Company recognized other comprehensive income (loss) of $(8,661) for the nine months ended September 30, 2018 and $42,317 for the nine months ended September 30, 2017. Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes Net Income (Loss) Per Share The Company follows the provisions of ASC 260, Earnings per Share Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock or conversion of notes into shares of the Company’s common stock that could increase the number of shares outstanding and lower the earnings per share of the Company’s common stock. This calculation is not done for periods in a loss position as this would be antidilutive. Recent Accounting Updates The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow. |
Interim Financial Statements
Interim Financial Statements | 9 Months Ended |
Sep. 30, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Interim Financial Statements | Note 2. Interim Financial Statements The accompanying interim unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month period ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. For further information, refer to the financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 3. Discontinued Operations On April 30, 2018, the Company ceased operations of its three Florida locations; PIV, PIC and PIN. These closures met the criteria to be reported as discontinued operations, as these changes had a major effect on the Company’s operations and financial results. Therefore, the results of discontinued operations for the three and nine months ended September 30, 2018 and 2017 include the historical results of the centers prior to their closure on April 30, 2018. Assets and liabilities of discontinued operations are summarized below: September 30 December 31 2018 2017 Assets of Discontinued Operations Cash and Cash Equivalents $ - $ (912) Accounts Receivable, net of Allowance for Doubtful accounts of $348,025, and $330,612, respectively 212,047 275,578 Prepaid Expenses 14,729 42,752 Total Current Assets $ 226,776 $ 317,418 Property and Equipment, net of Accumulated Depreciation of $nil and $866,100, respectively - 755,043 Deposits 8,102 8,102 TOTAL ASSETS $ 234,878 $ 1,080,563 Liabilities of Discontinued Operations Bank Overdraft $ 16,603 $ - Accounts Payable 766,058 603,051 Accrued Expenses 12,216 31,396 Current Portion of Capital Lease Obligations 63,502 67,392 Current Portion of Promissory Notes 2,554 32,000 Total Current Liabilities $ 860,933 $ 733,839 Capital Lease Obligations, less current portion 12,006 58,741 TOTAL LIABILITIES $ 872,939 $ 792,580 Summarized results of the Company’s discontinued operations are as follows: Three Months Ended Nine Months Ended September 30 September 30 September 30 September 30 2018 2017 2018 2017 Revenue: Sales $ - $ 432,087 $ 857,030 $ 1,643,085 Cost of sales 2,714 222,576 475,291 780,931 Gross Margin (2,714) 209,511 381,739 862,154 Operating Expenses (21,101) 455,264 654,199 1,318,881 Income (Loss) from Operations 18,387 (245,753) (272,460) (456,727) Total Other Income (Expenses) (3,945) (102,205) (687,110) (99,630) Loss from discontinued operations 14,442 (347,958) (959,570) (556,357) |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4. Property and Equipment Property and equipment are stated at cost. Depreciation is calculated using the straight - line method over the estimated useful life of the assets. At September 30, 2018 and December 31, 2017, the major class of property and equipment were as follows: September 30, December 31, 2018 2017 Estimated useful lives Computer/Office Equipment $ 125,085 $ 111,844 3-7 years Medical Equipment 818,001 818,001 3-7 years Leasehold Improvements 857,676 843,781 5-39 years Computer/Office Equipment under capital lease 165,831 186,113 3-5 years Medical Equipment under capital lease 135,319 115,444 5 years Less: Accumulated Depreciation (1,224,869) (1,119,308) Net Book Value $ 877,042 $ 955,874 Depreciation expense was $38,009 and $65,996 for the three months ended September 30, 2018 and 2017, respectively. Depreciation expense was $107,456 and $197,537 for the nine months ended September 30, 2018 and 2017, respectively. For the nine months ending September 30, 2018 the Company has made purchases of $13,895 in equipment, $0 in leasehold improvements, and $15,900 in computer/office equipment. |
Operating Lease Commitments
Operating Lease Commitments | 9 Months Ended |
Sep. 30, 2018 | |
Leases [Abstract] | |
Operating Lease Commitments | Note 5. Operating Lease Commitments Expected lease commitments as of September 30, 2018: Year Total 2018 $ 7,800 2019 31,200 2020 31,200 2021 10,400 2022 - Thereafter - $ 80,600 |
Capital Lease Obligations
Capital Lease Obligations | 9 Months Ended |
Sep. 30, 2018 | |
Leases [Abstract] | |
Capital Lease Obligations | Note 6. Capital Lease Obligations A detailed summary of the capital lease obligations is as follows: Description Monthly payments Maturity Date APR 30-Sep-18 December 31, 2017 Balance SMI X-Ray Machine $ 1,495 15-Aug-19 6.32 % $ 15,941 $ 28,315 SMI PACS/RIS System 3,115 1-Nov-19 5.69 42,098 67,725 SMI Copier 135 1-Aug-18 27.63 (0) 976 SMI Ascentrium 2,450 18-Nov-18 21.48 3,195 22,924 PIV,PIN,PIC PACS/RIS 3,094 1-Jan-20 4.22 48,056 73,925 PIV,PIN,PIC Digital Printers 423 24-Feb-19 9.9 2,062 5,568 CTS Computer - 2-Feb-18 2.25 (0) 1,163 PIN CT Lease 2,332 1-Aug-19 0 % 25,652 46,640 Total $ 13,044 $ 137,004 $ 247,236 *Annual Percentage Rate (“APR”). Minimum future lease payments under the capital leases as of September 30, 2018, are as follow: Minimum Lease Payments Total 2018 $ 36,277 2019 102,855 2020 3,094 Total minimum lease payments 142,226 Less amount representing interest 5,638 Present value of minimum lease payments 136,588 Less current portion of minimum lease payments 118,620 Long-term capital lease obligations $ 17,968 |
Promissory Notes
Promissory Notes | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Promissory Notes | Note 7. Promissory Notes A detailed summary of the promissory notes is as follows: Issuance Date Maturity Date APR Payment Amount Payments Frequency September 30, 2018 Face Value Balance December 31, 2017 Face Value Balance 16-Feb-16 23-Feb-17 12.00 % 1,000 Monthly $ 100,000 $ 100,000 22-Feb-16 31-Aug-17 25.00 % 10,417 Monthly 500,000 500,000 22-Mar-16 22-Mar-17 12.00 % - Monthly - 70,000 1-Jul-16 1-Aug-17 20.00 % 20,000 Monthly 36,000 160,000 18-May-17 1-Jul-19 20.00 % 15,000 Monthly* 100,000 165,000 8-Sep-17 30-Mar-18 19.00 % 3,667 Weekly - 44,741 11-Jan-18 27-Jul-18 18.00 % 3,788 Weekly - - 28-Jul-17 26-Jul-18 39.00 % 1,419 Daily - 237,584 20-Mar-18 19-Mar-19 39.00 % 1,145 Daily 101,984 - 7-Aug-17 16-Oct-18 33.00 % 213 Daily 2,554 42,560 Total Face Value 840,538 1,319,885 Unamortized Discount (62,165) (150,360) Total $ 778,373 $ 1,169,525 *Scheduled monthly payments of $15,000 for promissory note issued on May 18, 2017 will begin September 1, 2018. |
Convertible Notes
Convertible Notes | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Note 8. Convertible Notes On July 7, 2017 the Company issued a $153,000 convertible note to a non-affiliate. The note pays interest at a rate of 12% per annum, payable at maturity. The note holder has the right at any time following the initial 180 days of note issuance, to convert all or any part of the outstanding and unpaid principal amount of this note to shares of common stock. The conversion price shall equal the variable conversion price of 65% multiplied by the market price. The market price shall mean the average of the lowest three (3) VWAP’s for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. “VWAP” shall mean the daily dollar volume-weighted average sale price for the common stock on the principal market on any particular trading day. Conversion is subject to limitation of 4.99% beneficial ownership of the outstanding shares of common stock. The notes maturity is January 5, 2019. Prepayment on the note within one hundred twenty-one (121) day from the issue date and ending one hundred eighty (180) days following the issue day is subject to 120% Prepayment amount. On December 5, 2012 and March 27, 2013, the Company sold, through a private placement to accredited investors, three-year 12% convertible notes (“Series B Notes”) in the aggregate principal amount of $1,865,000, and $365,000, respectively. The Notes pay interest at a rate of 12% per annum, payable to the holder at 1% per month, and are convertible into common shares of the Company at $0.10 per share. In addition, each purchaser of the Notes received shares dependent on the dollar amount of Notes purchased. The total number of shares of common stock issued was 5,315,000 shares. On December 1, 2015, the holders of $1,840,000 Series B Notes have agreed to extend the maturity date of the debt outstanding to July 1, 2017 from its original maturity date of December 31, 2015. As part of the extension the Company issued warrants to entitle the holders to purchase up to 1,840,000 shares of common stock at an exercise price of $0.07 per share at any time from December 1, 2015 to July 1, 2018. The Company has valued the warrants at $0.0058 per issued share and recorded a total discount of $10,672 to be amortized over the 18-month extension period. On March 31, 2016, the holders of $50,000 Series B Notes have agreed to extend the maturity date of the debt outstanding to September 1, 2017 from its original maturity date of March 31, 2016. As part of the extension the Company issued warrants to entitle the holders to purchase up to 50,000 shares of common stock at an exercise price of $0.07 per share at any time from March 31, 2016 to September 30, 2018. The Company has valued the warrants at $0.00278 per issued share and recorded a total discount of $139 to be amortized over the 18-month extension period. On March 31, 2016, the holder of $25,000 Series B Notes has agreed to extend the maturity date of the debt outstanding to September 1, 2019 from its original maturity date of March 31, 2016. As part of the extension the Company issued warrants to entitle the holders to purchase up to 25,000 shares of common stock at an exercise price of $0.07 per share at any time from March 31, 2016 to September 30, 2019. The Company has valued the warrants at $0.00583 per issued share and recorded a total discount of $146 to be amortized over the 30-month extension period. On May 22, 2014, the Company sold, through private placement to accredited investors, three-year 12% convertible notes (“Series C Notes”) in the aggregate principal amount of $95,000. The Notes bear interest at a rate of 12% per annum, payable to the holder at1% per month, with the principal amount due on May 31, 2017. The Notes are convertible into shares of the Company’s common stock at an initial conversion rate of $0.15 per share. In addition, each holder of Series C Notes received shares dependent on the dollar amount of Notes purchased. On August 25, 2014, October 31, 2014 and February 17, 2015, the Company sold an additional $75,000, $50,000 and $20,000, respectively of Series C Notes. The total number of shares of common stock issued was 240,000 shares. On March 26, 2014, the Company issued a $300,000 convertible note to a non-affiliate. The note pays interest at a rate of 12% per annum, payable to the holder at 1% per month. In addition to interest payments, the Company is making monthly payments of $5,000 towards the principal balance beginning June 1, 2014 until the note due date of February 28, 2018. The note is convertible into common shares of the Company at $0.15 per share. In addition, the purchaser of the note received 300,000 shares as part of the note agreement. As of September 30, 2018, principal balance of the note was $70,082. In accordance with ASC 470, Debt with conversion and other options, In accordance with ASC 480, Distinguishing Liabilities from Equity, The debt can be transferred without the transfer of the warrants. The warrants can be transferred without the transfer of the debt. The warrants can be exercised while debt still outstanding. In accordance with ASC 470, if the warrants are classified as equity, then the proceeds should be allocated based on the relative fair values of the base instrument and the warrants were valued at $0.0058 per issued share and recorded a total discount of $10,672 to be amortized over 18 months’ extension period. Amortization of the discount for the nine months ended September 30, 2018 and 2017 was $0 and $3,545, respectively. Issuance Date Maturity Date APR Conversion Rate Monthly Payment September 30, 2018 Face Value Balance December 31, 2017 Face Value Balance 3-Dec-12 1-Jul-17 12.0 % $ 0.10 $ 250 $ 25,000 $ 25,000 25-Jan-18 1-Aug-18 12.0 0.01 750 45,000 75,000 3-Dec-12 1-Jul-17 12.0 0.10 250 50,000 50,000 3-Dec-12 1-Jul-17 12.0 0.10 260 26,000 26,000 3-Dec-12 1-Jul-17 12.0 0.10 250 25,000 25,000 3-Dec-12 1-Jul-17 12.0 0.10 250 25,000 25,000 3-Dec-12 1-Jul-17 12.0 0.10 250 25,000 25,000 3-Dec-12 1-Jul-17 12.0 0.10 15,000 1,500,000 1,500,000 3-Dec-12 1-Jul-17 12.0 0.10 500 50,000 50,000 3-Dec-12 1-Jul-17 12.0 0.10 150 15,000 15,000 3-Dec-12 1-Jul-18 12.0 0.01 - 237 237 27-Mar-13 30-Sep-17 12.0 0.10 250 25,000 25,000 27-Mar-13 30-Sep-17 12.0 0.10 250 25,000 25,000 27-Mar-13 30-Sep-19 12.0 0.10 250 25,000 25,000 22-May-14 31-May-17 12.0 0.15 500 50,000 50,000 22-May-14 31-May-17 12.0 0.15 225 22,500 22,500 22-May-14 31-May-17 12.0 0.15 225 22,500 22,500 25-Aug-14 31-Jul-17 12.0 0.15 500 50,000 50,000 25-Aug-14 31-Jul-17 12.0 0.15 250 25,000 25,000 31-Oct-14 31-Oct-17 12.0 0.15 500 50,000 50,000 17-Feb-15 17-Feb-18 12.0 0.15 200 20,000 20,000 1-Mar-18 28-Feb-19 12.0 0.1 800 80,000 - 26-Mar-14 28-Feb-18 12.0 0.15 5,701 70,082 125,082 7-Jul-17 5-Jan-19 12.0 Variable - 95,000 153,000 Total Face Value $ 2,346,319 $ 2,409,319 Unamortized Discount (32,976) (188) Total $ 2,313,343 $ 2,409,131 Following are maturities of the long –term debt as of September 30, 2018: Principal Payments Overdue $ 2,146,319 2019 200,000 2020 - Total $ 2,346,319 |
Royalty Financing
Royalty Financing | 9 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
Royalty Financing | Note 9. Royalty Financing On October 31, 2014, the Company entered into a royalty purchase agreement with Grenville Strategic Royalty Corp. (“Grenville”) for the amount of $2,000,000. The agreement calls for a monthly payment to Grenville based on a percentage of the total of certain revenue items and subject to a minimum payment amount until $8,000,000 has been paid. The amount financed is recorded net of discount to be amortized during the term. For the nine months ended September 30, 2018 and 2017, the Company has recorded discount amortization expense of $319,003 and $319,025, respectively. The balance as shown on the consolidated balance sheet as of September 30, 2018, was $2,751,786, net of $4,558,509 in unamortized discount. The balance as shown on the consolidated balance sheet as of December 31, 2017, was $2,432,783, net of $4,877,494 in unamortized discount. As of September 30, 2018, the Company paid a total of $689,723 in royalty payments. Additionally, the Company has accrued $1,181,795 in unpaid royalty fees from August 2016 to September 2018. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10. Related Party Transactions In 2018 the Company entered into into an agreement with a company that is owned and controlled by a major shareholder to provide consulting services. Fees payable for performance of the consulting services are $13,000 per month. Previously in January 2015, the Company entered into an agreement with the same company for performance of the consulting services are $10,000 per month. In addition to the monthly fees, in 2015, the consultant was paid at signing of the agreement, four million two hundred thousand (4,200,000) options to purchase common stock of the client at an exercise price of $0.15 per share with an expiry date of December 31, 2019. The options have a five (5) year term. Inputs used in Binomial Option Pricing model were as follow: stock price at grant date: $0.0517, exercise price $0.15, expected life of the option two and a half (2.5) years, volatility of 70%, and risk free rate of 0.03%. The options were recorded on the grant date at a value of $34,683. Fees incurred to the related party consultant for the nine months ended September 30, 2018 and 2017 were $117,000 and $90,000, respectively, and are included as an expense in Legal and Professional fees in the accompanying statement of operations for the period. During the nine months ended September 30, 2018 our CEO loaned the company $116,619 which is due on demand and pays interest at a rate of 12%. |
Common Stock Transactions
Common Stock Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Common Stock Transactions | Note 11. Common Stock Transactions On August 2, 2018, 1,139,601 shares were issued for the conversion of convertible notes at a value of $8,000. On February 22, 2018, 1,300,000 shares were issued for the conversion of convertible promissory notes at a value of $13,000. On February 12, 2018, 1,006,711 shares were issued for the conversion of convertible promissory notes at a value of $15,000. On February 7, 2018, 1,700,000 shares were issued for the conversion of convertible promissory notes at a value of $17,000. On January 17, 2018, 865,801 shares were issued for the conversion of convertible promissory notes at a value of $20,000. On January 10, 2018, 627,615 shares were issued for the conversion of convertible promissory notes at a value of $15,000. |
Income Tax
Income Tax | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Note 12. Income Tax The Company follows ASC 740, Income Taxes The provisions of ASC 740 require companies to recognize in their financial statements the impact of a tax position if that position is more likely than not to be sustained upon audit, based upon the technical merits of the position. ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods and disclosure. Management does not believe that the Company has any material uncertain tax positions requiring recognition or measurement in accordance with the provisions of ASC 740. Accordingly, the adoption of these provisions of ASC 740 did not have a material effect on the Company’s financial statements. The Company’s policy is to record interest and penalties on uncertain tax positions, if any, as income tax expense. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note. 13. Going Concern As shown in the accompanying consolidated financial statements, the Company incurred net comprehensive loss of $372,628, and $1,952,311 for the three and nine months ended September 30, 2018, respectively, as well as a working capital deficit of $8,392,190 at September 30, 2018. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. Management plans to raise additional financing in order to continue its operations and fulfill its debt obligations in 2018, but there can be no assurances that the plan will be successful. These consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14. Subsequent events On October 1, 2018, Medical Imaging Corp. (the “Company”) sold its interest in its operating subsidiary Schuylkill Open MRI, Inc. (“SMI”) for $2,250,000. After all of the debts of SMI were paid, including Company IRS liens, the secured debt owed to Flow Capital, CTS subsidiary secured debts, and transaction closing costs, the net amount of proceeds to the Company was approximately $400,000. In conjunction with the sale of SMI, the Company paid its secured debt obligation to Flow Capital of nearly $625,000. Additionally, the Company restructured its royalty agreement with Flow Capital such that the new royalty has been reduced with a minimum monthly payment of $6,000. As part of the new agreement with Flow Capital, 4,000,000 shares of Company common stock were issued to Flow Capital and the royalty has been granted a first security position on all Company assets. On November 20, 2018 the Company’s subsidiary PIV was found in summary judgment on a lawsuit filed by its landlord for an amount of $953,079. The Company evaluated subsequent events through the date the consolidated financial statements were issued. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Medical Imaging Corp., (“MIC” or the “Company”), a Nevada Corporation was incorporated in 2000. In 2005, the Company developed a business plan for private healthcare opportunities in Canada with the objective of owning and operating private diagnostic imaging clinics. In 2009, the Company purchased Canadian Teleradiology Services Inc., which operates as: Custom Teleradiology Services (“CTS”). CTS provides remote reading of medical diagnostic imaging scans for rural hospitals and clinics in Canada. In early 2010, the Company modified its business plan to grow its CTS subsidiary while commencing the acquisition of existing full service imaging clinics located in the United States and exploring the development of new diagnostic imaging technology. In 2012, the Company purchased Schuylkill Open MRI Inc., which operates as: Schuylkill Medical Imaging (“SMI”), an independent diagnostic imaging facility located in Pottsville, Pennsylvania. In 2014, the Company purchased Partners Imaging Center of Venice, LLC (“PIV”) located in Venice, Florida; Partners Imaging Center of Naples, LLC (“PIN”) located in Naples, Florida; and Partners Imaging Center of Charlotte, LLC (“PIC”) located in Port Charlotte, Florida. On April 30, 2018 the Company closed PIV, PIN and PIC. Basis of Presentation These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end is December 31. |
Principle of Consolidation | Principle of Consolidation The consolidated financial statements include the accounts of Medical Imaging, Corp., and its wholly-owned subsidiaries, CTS, SMI, PIV, PIN, and PIC. Intercompany accounts and transactions have been eliminated in the consolidated financial statements. CTS’, SMI’s, PIV’s, PIN’s, and PIC’s accumulated earnings prior to their acquisitions are not included in the consolidated balance sheet. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the consolidated financial statements are published, and (iii) the reported amount of net sales, expenses and costs recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of consolidated financial statements; accordingly, actual results could differ from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At September 30, 2018, and December 31, 2017, cash includes cash on hand and cash in the bank. |
Accounts Receivable Credit Risk | Accounts Receivable Credit Risk The allowance for doubtful accounts is maintained at a level sufficient to provide for estimated credit losses based on evaluating known and inherent risks in the receivables portfolio. Management evaluates various factors including expected losses and economic conditions to predict the estimated realization on outstanding receivables. As of September 30, 2018 and December 31, 2017, the allowance for doubtful accounts from direct billings was $310,275 and $266,254, respectively. Although the gross receivable balance has increased significantly, management is actively pursuing collection efforts directly with patients and insurance payers and believes that the current allowance for doubtful accounts is sufficient to cover any expected losses. |
Goodwill and Indefinite Intangible Assets | Goodwill and Indefinite - Lived Intangible Assets The Company follows the provisions of Financial Accounting Standard Accounting Standards Codification (“ASC”) 350, Goodwill and Other Intangible Assets |
Revenue Recognition | Revenue Recognition The Company holds contracts with several hospitals and groups of health care facilities to provide Teleradiology services for a specific period of time. The Company bills for services rendered on a monthly basis. For the three and nine months ended September 30, 2018, CTS held six contracts; four contracts that are renewable on a year-to-year basis and one contract that automatically renewed in 2017 for a successive one year term, and one to be renewed in 2018. In accordance with the requirement of Staff Accounting Bulletin (“SAB”) 104, the Company recognizes revenue when: (1) persuasive evidence of an arrangement exists (contracts); (2) delivery has occurred (monthly); (3) the seller’s price is fixed or determinable (per the customer’s contract, and services performed); and (4) collectability is reasonably assured (based upon our credit policy). Revenue is accounted for under the guidelines established by SAB 101, Revenue Recognition in Financial Statements, Revenue Recognition |
Cost of Sales | Cost of Sales Cost of sales includes fees paid to radiologists for reading services, transcription fees, equipment repairs, system license and usage costs. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with ASC 360, Property, Plant and Equipment, Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. |
Stock Based Compensation | Stock Based Compensation The Company follows ASC 718, Stock Compensation The Company measures all share-based payments to employees (which includes non-employee Board of Directors), including employee stock options, warrants and restricted stock, at the fair value of the award and expenses it over the requisite service period (generally the vesting period). The fair value of common stock options or warrants granted to employees is estimated at the date of grant using the binomial option pricing model (“BOPM”). The calculation also takes into account the common stock fair market value at the grant date, the exercise price, the expected life of the common stock option or warrant, the dividend yield and the risk-free interest rate. The Company from time to time may issue stock options, warrants and restricted stock to acquire goods or services from third parties. Restricted stock, options or warrants issued to other than employees or directors are recorded on the basis of their fair value. The options or warrants are valued using the BOPM on the basis of the market price of the underlying equity instrument on the “valuation date,” which for options and warrants related to contracts that have substantial disincentives to non-performance, is the date of the contract, and for all other contracts is the vesting date. Expenses related to the options and warrants are recognized on a straight-line basis over the period which services are to be received. There was no stock-based compensation expense to non-employees for the three months ended September 30, 2018, and 2017. There was no stock-based compensation expense to employees for the three months ended September 30, 2018 and June 30, 2017. There was no stock-based compensation expense to non-employees for the nine months ended September 30, 2018, and 2017. There was no stock-based compensation expense to employees for the nine months ended September 30, 2018. For the nine months ended September 30, 2017, the Company recognized stock-based compensation expenses of $8,500 from stock options and $30,600 from stock granted to employees. The options were valued using the BOPM and included in the labor operating expenses in the consolidated statements of operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties other than in a forced sale or liquidation. The carrying amounts of the Company’s financial instruments, including cash, accounts receivable, prepaid expenses, accounts payable, accrued liabilities and notes and loans payable approximate fair value due to their most maturities. |
Fair Value Measurements | Fair Value Measurements The Company follows ASC 820, Fair Value Measurements and Disclosures Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values because of the short maturity of these instruments. The Company does not have assets and liabilities that are carried at fair value on a recurring basis. |
Foreign Currency Translation | Foreign Currency Translation The Company’s functional currency for its wholly-owned subsidiary, CTS, is the Canadian dollar, and their financial statements have been translated into U.S. dollars. The Canadian dollar based accounts of the Company’s foreign operations have been translated into United States dollars using the current rate method. Assets and liabilities of those operations are translated into U.S. dollars using exchange rates as of the balance sheet date; income and expenses are translated using the weighted average exchange rates for the reporting period. Translation adjustments are recorded as accumulated other comprehensive income (loss), a separate component of stockholders’ equity. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The Company follows the provisions of ASC 260, Earnings per Share Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock or conversion of notes into shares of the Company’s common stock that could increase the number of shares outstanding and lower the earnings per share of the Company’s common stock. This calculation is not done for periods in a loss position as this would be antidilutive. |
Recent Accounting Updates | Recent Accounting Updates The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations Income Statement and Balance Sheet | September 30 December 31 2018 2017 Assets of Discontinued Operations Cash and Cash Equivalents $ - $ (912) Accounts Receivable, net of Allowance for Doubtful accounts of $348,025, and $330,612, respectively 212,047 275,578 Prepaid Expenses 14,729 42,752 Total Current Assets $ 226,776 $ 317,418 Property and Equipment, net of Accumulated Depreciation of $nil and $866,100, respectively - 755,043 Deposits 8,102 8,102 TOTAL ASSETS $ 234,878 $ 1,080,563 Liabilities of Discontinued Operations Bank Overdraft $ 16,603 $ - Accounts Payable 766,058 603,051 Accrued Expenses 12,216 31,396 Current Portion of Capital Lease Obligations 63,502 67,392 Current Portion of Promissory Notes 2,554 32,000 Total Current Liabilities $ 860,933 $ 733,839 Capital Lease Obligations, less current portion 12,006 58,741 TOTAL LIABILITIES $ 872,939 $ 792,580 Three Months Ended Nine Months Ended September 30 September 30 September 30 September 30 2018 2017 2018 2017 Revenue: Sales $ - $ 432,087 $ 857,030 $ 1,643,085 Cost of sales 2,714 222,576 475,291 780,931 Gross Margin (2,714) 209,511 381,739 862,154 Operating Expenses (21,101) 455,264 654,199 1,318,881 Income (Loss) from Operations 18,387 (245,753) (272,460) (456,727) Total Other Income (Expenses) (3,945) (102,205) (687,110) (99,630) Loss from discontinued operations 14,442 (347,958) (959,570) (556,357) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment | September 30, December 31, 2018 2017 Estimated useful lives Computer/Office Equipment $ 125,085 $ 111,844 3-7 years Medical Equipment 818,001 818,001 3-7 years Leasehold Improvements 857,676 843,781 5-39 years Computer/Office Equipment under capital lease 165,831 186,113 3-5 years Medical Equipment under capital lease 135,319 115,444 5 years Less: Accumulated Depreciation (1,224,869) (1,119,308) Net Book Value $ 877,042 $ 955,874 |
Operating Lease Commitments (Ta
Operating Lease Commitments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Year Total 2018 $ 7,800 2019 31,200 2020 31,200 2021 10,400 2022 - Thereafter - $ 80,600 |
Capital Lease Obligations (Tabl
Capital Lease Obligations (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Leases [Abstract] | |
Schedule of Capital Leased Obligations | Description Monthly payments Maturity Date APR 30-Sep-18 December 31, 2017 Balance SMI X-Ray Machine $ 1,495 15-Aug-19 6.32 % $ 15,941 $ 28,315 SMI PACS/RIS System 3,115 1-Nov-19 5.69 42,098 67,725 SMI Copier 135 1-Aug-18 27.63 (0) 976 SMI Ascentrium 2,450 18-Nov-18 21.48 3,195 22,924 PIV,PIN,PIC PACS/RIS 3,094 1-Jan-20 4.22 48,056 73,925 PIV,PIN,PIC Digital Printers 423 24-Feb-19 9.9 2,062 5,568 CTS Computer - 2-Feb-18 2.25 (0) 1,163 PIN CT Lease 2,332 1-Aug-19 0 % 25,652 46,640 Total $ 13,044 $ 137,004 $ 247,236 *Annual Percentage Rate (“APR”). |
Schedule of Future Minimum Lease Payments for Capital Leases | Minimum Lease Payments Total 2018 $ 36,277 2019 102,855 2020 3,094 Total minimum lease payments 142,226 Less amount representing interest 5,638 Present value of minimum lease payments 136,588 Less current portion of minimum lease payments 118,620 Long-term capital lease obligations $ 17,968 |
Promissory Notes (Tables)
Promissory Notes (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Promissory Notes | Issuance Date Maturity Date APR Payment Amount Payments Frequency September 30, 2018 Face Value Balance December 31, 2017 Face Value Balance 16-Feb-16 23-Feb-17 12.00 % 1,000 Monthly $ 100,000 $ 100,000 22-Feb-16 31-Aug-17 25.00 % 10,417 Monthly 500,000 500,000 22-Mar-16 22-Mar-17 12.00 % - Monthly - 70,000 1-Jul-16 1-Aug-17 20.00 % 20,000 Monthly 36,000 160,000 18-May-17 1-Jul-19 20.00 % 15,000 Monthly* 100,000 165,000 8-Sep-17 30-Mar-18 19.00 % 3,667 Weekly - 44,741 11-Jan-18 27-Jul-18 18.00 % 3,788 Weekly - - 28-Jul-17 26-Jul-18 39.00 % 1,419 Daily - 237,584 20-Mar-18 19-Mar-19 39.00 % 1,145 Daily 101,984 - 7-Aug-17 16-Oct-18 33.00 % 213 Daily 2,554 42,560 Total Face Value 840,538 1,319,885 Unamortized Discount (62,165) (150,360) Total $ 778,373 $ 1,169,525 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | Issuance Date Maturity Date APR Conversion Rate Monthly Payment September 30, 2018 Face Value Balance December 31, 2017 Face Value Balance 3-Dec-12 1-Jul-17 12.0 % $ 0.10 $ 250 $ 25,000 $ 25,000 25-Jan-18 1-Aug-18 12.0 0.01 750 45,000 75,000 3-Dec-12 1-Jul-17 12.0 0.10 250 50,000 50,000 3-Dec-12 1-Jul-17 12.0 0.10 260 26,000 26,000 3-Dec-12 1-Jul-17 12.0 0.10 250 25,000 25,000 3-Dec-12 1-Jul-17 12.0 0.10 250 25,000 25,000 3-Dec-12 1-Jul-17 12.0 0.10 250 25,000 25,000 3-Dec-12 1-Jul-17 12.0 0.10 15,000 1,500,000 1,500,000 3-Dec-12 1-Jul-17 12.0 0.10 500 50,000 50,000 3-Dec-12 1-Jul-17 12.0 0.10 150 15,000 15,000 3-Dec-12 1-Jul-18 12.0 0.01 - 237 237 27-Mar-13 30-Sep-17 12.0 0.10 250 25,000 25,000 27-Mar-13 30-Sep-17 12.0 0.10 250 25,000 25,000 27-Mar-13 30-Sep-19 12.0 0.10 250 25,000 25,000 22-May-14 31-May-17 12.0 0.15 500 50,000 50,000 22-May-14 31-May-17 12.0 0.15 225 22,500 22,500 22-May-14 31-May-17 12.0 0.15 225 22,500 22,500 25-Aug-14 31-Jul-17 12.0 0.15 500 50,000 50,000 25-Aug-14 31-Jul-17 12.0 0.15 250 25,000 25,000 31-Oct-14 31-Oct-17 12.0 0.15 500 50,000 50,000 17-Feb-15 17-Feb-18 12.0 0.15 200 20,000 20,000 1-Mar-18 28-Feb-19 12.0 0.1 800 80,000 - 26-Mar-14 28-Feb-18 12.0 0.15 5,701 70,082 125,082 7-Jul-17 5-Jan-19 12.0 Variable - 95,000 153,000 Total Face Value $ 2,346,319 $ 2,409,319 Unamortized Discount (32,976) (188) Total $ 2,313,343 $ 2,409,131 |
Schedule of Maturities of Long-term Debt | Principal Payments Overdue $ 2,146,319 2019 200,000 2020 - Total $ 2,346,319 |
Organization and Significant Ac
Organization and Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Accounts Receivable, Net, Current | |||||
Allowance for doubtful accounts | $ 310,275 | $ 310,275 | $ 266,254 | ||
Goodwill | |||||
Goodwill impairment | 555,000 | ||||
Recognized Share-Based Compensation Expense | |||||
Stock-based compensation expense, stock options | 0 | $ 0 | 0 | $ 8,500 | |
Stock-based compensation expense, employees | 0 | 0 | 0 | 30,600 | |
Foreign Currency Translation | |||||
Foreign currency gain (loss) | (37,856) | (11,438) | (40,886) | (74,140) | |
Other comprehensive income (loss) | $ (42,112) | $ (12,495) | $ (8,661) | $ 42,317 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Discontinued Operations Income Statement and Balance Sheet (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Assets of Discontinued Operations | |||||
Cash and Cash Equivalents | $ 0 | $ 0 | $ (912) | ||
Accounts Receivable, net of Allowance for Doubtful accounts of $348,025, and $330,612, respectively | 212,047 | 212,047 | 275,578 | ||
Prepaid Expenses | 14,729 | 14,729 | 42,752 | ||
Total Current Assets | 228,600 | 228,600 | 317,418 | ||
Property and Equipment, net of Accumulated Depreciation of $nil and $866,100, respectively | 755,043 | ||||
Deposits | 8,102 | 8,102 | 8,102 | ||
TOTAL ASSETS | 234,878 | 234,878 | 1,080,563 | ||
Liabilities of Discontinued Operations | |||||
Bank Overdraft | 16,603 | 16,603 | |||
Accounts Payable | 766,058 | 766,058 | 603,051 | ||
Accrued Expenses | 12,216 | 12,216 | 31,396 | ||
Current Portion of Capital Lease Obligations | 63,502 | 63,502 | 67,392 | ||
Current Portion of Promissory Notes | 2,554 | 2,554 | 32,000 | ||
Total Current Liabilities | 861,722 | 861,722 | 733,839 | ||
Capital Lease Obligations, less current portion | 12,006 | 12,006 | 58,741 | ||
TOTAL LIABILITIES | 872,939 | 872,939 | $ 792,580 | ||
Revenue: | |||||
Sales | $ 432,087 | 857,030 | $ 1,643,085 | ||
Cost of sales | 2,714 | 222,576 | 475,291 | 780,931 | |
Gross Margin | (2,714) | 209,511 | 381,739 | 862,154 | |
Operating Expenses | (21,101) | 455,264 | 654,199 | 1,318,881 | |
Income (Loss) from Operations | 18,387 | (245,753) | (272,460) | (456,727) | |
Total Other Income (Expenses) | (3,945) | (102,205) | (687,110) | (99,630) | |
Loss from discontinued operations | $ 14,442 | $ (347,958) | $ (959,570) | $ (556,357) |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property Plant and Equipment (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, accumulated depreciation | $ (1,224,869) | $ (1,119,308) |
Property and equipment, net | 877,042 | 955,874 |
Computer/Office Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 125,085 | $ 111,844 |
Property and equipment, estimated useful lives | 3-7 years | 3-7 years |
Medical Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 818,001 | $ 818,000 |
Property and equipment, estimated useful lives | 3-7 years | 3-7 years |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 857,676 | $ 843,781 |
Property and equipment, estimated useful lives | 5-39 years | 5-39 years |
Computer/Office Equipment under Capital Lease | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 165,831 | $ 186,113 |
Property and equipment, estimated useful lives | 3-5 years | 3-5 years |
Medical Equipment under Capital Lease | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 135,319 | $ 115,444 |
Property and equipment, estimated useful lives | 5 years | 5 years |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Depreciation expense | $ 38,009 | $ 65,996 | $ 107,456 | $ 197,537 |
Purchase of equipment | 29,146 | $ 16,811 | ||
Computer/Office Equipment | ||||
Purchase of equipment | $ 15,900 |
Operating Lease Commitments - S
Operating Lease Commitments - Schedule of Future Minimum Rental Payments for Operating Leases (Details) | Sep. 30, 2018USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity | |
Year 2,018 | $ 7,800 |
Year 2,019 | 31,200 |
Year 2,020 | 31,200 |
Year 2,021 | 10,400 |
Year 2,022 | 0 |
Thereafter | 0 |
Operating Leases, Future Minimum Payments Due | $ 80,600 |
Operating Lease Commitments (De
Operating Lease Commitments (Details Narrative) - CTS - Office Space - Toronto, Canada | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Operating lease, minimum payments | $ 2,600 |
Leasing arrangements | CTS has a lease commitment for its new office space in Toronto, Canada and the lease will expire April 30, 2021. |
Capital Lease Obligations - Sch
Capital Lease Obligations - Schedule of Capital Lease Obligations (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Capital Leased Assets [Line Items] | ||
Capital lease obligation | $ 137,004 | $ 247,236 |
Capital lease, monthly payments | 13,044 | 13,044 |
SMI - X-Ray Lease | ||
Capital Leased Assets [Line Items] | ||
Capital lease obligation | 15,941 | 28,315 |
Capital lease, monthly payments | $ 1,495 | $ 1,495 |
Capital lease, maturity date | Aug. 15, 2019 | Aug. 15, 2019 |
Capital lease, annual percentage rate | 6.32% | 6.32% |
SMI - PACS/RIS Lease | ||
Capital Leased Assets [Line Items] | ||
Capital lease obligation | $ 42,098 | $ 67,725 |
Capital lease, monthly payments | $ 3,115 | $ 3,115 |
Capital lease, maturity date | Nov. 1, 2019 | Nov. 1, 2019 |
Capital lease, annual percentage rate | 5.69% | 5.69% |
SMI Copier Lease | ||
Capital Leased Assets [Line Items] | ||
Capital lease obligation | $ 0 | $ 976 |
Capital lease, monthly payments | $ 135 | $ 135 |
Capital lease, maturity date | Aug. 1, 2018 | Aug. 1, 2018 |
Capital lease, annual percentage rate | 27.63% | 27.63% |
SMI Ascentrium | ||
Capital Leased Assets [Line Items] | ||
Capital lease obligation | $ 3,195 | $ 22,924 |
Capital lease, monthly payments | $ 2,450 | $ 2,450 |
Capital lease, maturity date | Nov. 18, 2018 | Nov. 18, 2018 |
Capital lease, annual percentage rate | 21.48% | 21.48% |
PV, PN, PC PACS/RIS Lease | ||
Capital Leased Assets [Line Items] | ||
Capital lease obligation | $ 48,056 | $ 73,925 |
Capital lease, monthly payments | $ 3,094 | $ 3,094 |
Capital lease, maturity date | Jan. 1, 2020 | Jan. 1, 2020 |
Capital lease, annual percentage rate | 4.22% | 4.22% |
PV, PN, PC Digital Printers Lease | ||
Capital Leased Assets [Line Items] | ||
Capital lease obligation | $ 2,062 | $ 5,568 |
Capital lease, monthly payments | $ 423 | $ 423 |
Capital lease, maturity date | Feb. 24, 2019 | Feb. 24, 2019 |
Capital lease, annual percentage rate | 9.90% | 9.90% |
CTS Computers Lease | ||
Capital Leased Assets [Line Items] | ||
Capital lease obligation | $ 0 | $ 1,163 |
Capital lease, monthly payments | $ 0 | $ 0 |
Capital lease, maturity date | Feb. 2, 2018 | Feb. 2, 2018 |
Capital lease, annual percentage rate | 2.25% | 2.25% |
PIN CT Lease | ||
Capital Leased Assets [Line Items] | ||
Capital lease obligation | $ 25,652 | $ 46,640 |
Capital lease, monthly payments | $ 2,332 | $ 2,332 |
Capital lease, maturity date | Aug. 1, 2019 | Aug. 1, 2019 |
Capital lease, annual percentage rate | 0.00% | 0.00% |
Capital Lease Obligations - S_2
Capital Lease Obligations - Schedule of Future Minimum Lease Payments (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Capital Leases Future Minimum Payments | ||
Minimum lease payments, 2018 | $ 36,277 | |
Minimum lease payments, 2019 | 102,855 | |
Minimum lease payments, 2020 | 3,094 | |
Total minimum lease payments | 142,226 | |
Less amount representing interest | 5,638 | |
Present value of minimum lease payments | 136,588 | |
Less current portion of minimum lease payments | 55,048 | $ 76,109 |
Long-term Capital Lease Obligations | $ 6,189 | $ 44,994 |
Promissory Notes - Schedule of
Promissory Notes - Schedule of Promissory Notes (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | ||
Debt Instrument [Line Items] | ||||
Promissory notes, payments | $ 493,384 | $ 353,501 | ||
Promissory Note #1 | ||||
Debt Instrument [Line Items] | ||||
Promissory note, issuance date | Feb. 16, 2016 | Feb. 16, 2016 | ||
Promissory note, maturity date | Feb. 23, 2017 | Feb. 23, 2017 | ||
Promissory note, interest rate | 12.00% | 12.00% | ||
Promissory notes, payments | $ 1,000 | $ 1,000 | ||
Promissory notes, payment frequency | Monthly | Monthly | ||
Promissory notes, balance | $ 100,000 | $ 100,000 | ||
Promissory Note #2 | ||||
Debt Instrument [Line Items] | ||||
Promissory note, issuance date | Feb. 22, 2016 | Feb. 22, 2016 | ||
Promissory note, maturity date | Aug. 31, 2017 | Aug. 31, 2017 | ||
Promissory note, interest rate | 25.00% | 25.00% | ||
Promissory notes, payments | $ 10,417 | $ 10,417 | ||
Promissory notes, payment frequency | Monthly | Monthly | ||
Promissory notes, balance | $ 500,000 | $ 500,000 | ||
Promissory Note #3 | ||||
Debt Instrument [Line Items] | ||||
Promissory note, issuance date | Mar. 22, 2016 | Mar. 22, 2016 | ||
Promissory note, maturity date | Mar. 22, 2017 | Mar. 22, 2017 | ||
Promissory note, interest rate | 12.00% | 12.00% | ||
Promissory notes, payments | $ 0 | $ 0 | ||
Promissory notes, payment frequency | Monthly | Monthly | ||
Promissory notes, balance | $ 0 | $ 70,000 | ||
Promissory Note #4 | ||||
Debt Instrument [Line Items] | ||||
Promissory note, issuance date | Jul. 1, 2016 | Jul. 1, 2016 | ||
Promissory note, maturity date | Aug. 1, 2017 | Aug. 1, 2017 | ||
Promissory note, interest rate | 20.00% | 20.00% | ||
Promissory notes, payments | $ 20,000 | $ 20,000 | ||
Promissory notes, payment frequency | Monthly | Monthly | ||
Promissory notes, balance | $ 36,000 | $ 160,000 | ||
Promissory Note #5 | ||||
Debt Instrument [Line Items] | ||||
Promissory note, issuance date | May 18, 2017 | May 18, 2017 | ||
Promissory note, maturity date | Jul. 1, 2019 | Jul. 1, 2019 | ||
Promissory note, interest rate | 20.00% | 20.00% | ||
Promissory notes, payments | $ 15,000 | $ 15,000 | ||
Promissory notes, payment frequency | [1] | Monthly | Monthly | |
Promissory notes, balance | $ 100,000 | $ 165,000 | ||
Promissory Note #6 | ||||
Debt Instrument [Line Items] | ||||
Promissory note, issuance date | Sep. 8, 2017 | Sep. 8, 2017 | ||
Promissory note, maturity date | Mar. 30, 2018 | Mar. 30, 2018 | ||
Promissory note, interest rate | 19.00% | 19.00% | ||
Promissory notes, payments | $ 3,667 | $ 3,667 | ||
Promissory notes, payment frequency | Weekly | Weekly | ||
Promissory notes, balance | $ 0 | $ 44,741 | ||
Promissory Note #7 | ||||
Debt Instrument [Line Items] | ||||
Promissory note, issuance date | Jan. 11, 2018 | |||
Promissory note, maturity date | Jul. 27, 2018 | |||
Promissory note, interest rate | 18.00% | |||
Promissory notes, payments | $ 3,788 | |||
Promissory notes, payment frequency | Weekly | |||
Promissory notes, balance | $ 0 | |||
Promissory Note #8 | ||||
Debt Instrument [Line Items] | ||||
Promissory note, issuance date | Jul. 28, 2017 | Jul. 28, 2017 | ||
Promissory note, maturity date | Jul. 26, 2018 | Jul. 26, 2018 | ||
Promissory note, interest rate | 39.00% | 39.00% | ||
Promissory notes, payments | $ 1,419 | $ 1,419 | ||
Promissory notes, payment frequency | Daily | Daily | ||
Promissory notes, balance | $ 0 | $ 237,584 | ||
Promissory Note #9 | ||||
Debt Instrument [Line Items] | ||||
Promissory note, issuance date | Mar. 20, 2018 | |||
Promissory note, maturity date | Mar. 19, 2019 | |||
Promissory note, interest rate | 39.00% | |||
Promissory notes, payments | $ 1,145 | |||
Promissory notes, payment frequency | Daily | |||
Promissory notes, balance | $ 101,984 | |||
Promissory Note #10 | ||||
Debt Instrument [Line Items] | ||||
Promissory note, issuance date | Aug. 7, 2017 | Aug. 7, 2017 | ||
Promissory note, maturity date | Oct. 16, 2018 | Oct. 16, 2018 | ||
Promissory note, interest rate | 33.00% | 33.00% | ||
Promissory notes, payments | $ 213 | $ 213 | ||
Promissory notes, payment frequency | Daily | Daily | ||
Promissory notes, balance | $ 2,554 | $ 42,560 | ||
Promissory Notes | ||||
Debt Instrument [Line Items] | ||||
Promissory notes, balance | 840,538 | 1,319,885 | ||
Unamortized Discount | $ (62,165) | $ (150,360) | ||
[1] | Scheduled monthly payments of $15,000 for promissory note issued on May 18, 2017 will begin September 1, 2018. |
Convertible Notes - Schedule of
Convertible Notes - Schedule of Convertible Debt (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||
Convertible note, monthly payment | $ 55,000 | $ 35,000 | |
Convertible Note #1 | |||
Debt Instrument [Line Items] | |||
Convertible note, issuance date | Dec. 3, 2012 | Dec. 3, 2012 | |
Convertible note, maturity date | Jul. 1, 2017 | Jul. 1, 2017 | |
Convertible note, interest rate | 12.00% | 12.00% | |
Convertible note, conversion rate | $ 0.10 | $ 0.10 | |
Convertible note, monthly payment | $ 250 | $ 250 | |
Convertible note, balance | $ 25,000 | $ 25,000 | |
Convertible Note #2 | |||
Debt Instrument [Line Items] | |||
Convertible note, issuance date | Jan. 25, 2018 | Jan. 25, 2018 | |
Convertible note, maturity date | Aug. 1, 2018 | Aug. 1, 2018 | |
Convertible note, interest rate | 12.00% | 12.00% | |
Convertible note, conversion rate | $ 0.01 | $ 0.01 | |
Convertible note, monthly payment | $ 750 | $ 750 | |
Convertible note, balance | $ 45,000 | $ 75,000 | |
Convertible Note #3 | |||
Debt Instrument [Line Items] | |||
Convertible note, issuance date | Dec. 3, 2012 | Dec. 3, 2012 | |
Convertible note, maturity date | Jul. 1, 2017 | Jul. 1, 2017 | |
Convertible note, interest rate | 12.00% | 12.00% | |
Convertible note, conversion rate | $ 0.10 | $ 0.10 | |
Convertible note, monthly payment | $ 250 | $ 250 | |
Convertible note, balance | $ 50,000 | $ 50,000 | |
Convertible Note #4 | |||
Debt Instrument [Line Items] | |||
Convertible note, issuance date | Dec. 3, 2012 | Dec. 3, 2012 | |
Convertible note, maturity date | Jul. 1, 2017 | Jul. 1, 2017 | |
Convertible note, interest rate | 12.00% | 12.00% | |
Convertible note, conversion rate | $ 0.10 | $ 0.10 | |
Convertible note, monthly payment | $ 260 | $ 260 | |
Convertible note, balance | $ 26,000 | $ 26,000 | |
Convertible Note #5 | |||
Debt Instrument [Line Items] | |||
Convertible note, issuance date | Dec. 3, 2012 | Dec. 3, 2012 | |
Convertible note, maturity date | Jul. 1, 2017 | Jul. 1, 2017 | |
Convertible note, interest rate | 12.00% | 12.00% | |
Convertible note, conversion rate | $ 0.10 | $ 0.10 | |
Convertible note, monthly payment | $ 250 | $ 250 | |
Convertible note, balance | $ 25,000 | $ 25,000 | |
Convertible Note #6 | |||
Debt Instrument [Line Items] | |||
Convertible note, issuance date | Dec. 3, 2012 | Dec. 3, 2012 | |
Convertible note, maturity date | Jul. 1, 2017 | Jul. 1, 2017 | |
Convertible note, interest rate | 12.00% | 12.00% | |
Convertible note, conversion rate | $ 0.10 | $ 0.10 | |
Convertible note, monthly payment | $ 250 | $ 250 | |
Convertible note, balance | $ 25,000 | $ 25,000 | |
Convertible Note #7 | |||
Debt Instrument [Line Items] | |||
Convertible note, issuance date | Dec. 3, 2012 | Dec. 3, 2012 | |
Convertible note, maturity date | Jul. 1, 2017 | Jul. 1, 2017 | |
Convertible note, interest rate | 12.00% | 12.00% | |
Convertible note, conversion rate | $ 0.10 | $ 0.10 | |
Convertible note, monthly payment | $ 250 | $ 250 | |
Convertible note, balance | $ 25,000 | $ 25,000 | |
Convertible Note #8 | |||
Debt Instrument [Line Items] | |||
Convertible note, issuance date | Dec. 3, 2012 | Dec. 3, 2012 | |
Convertible note, maturity date | Jul. 1, 2017 | Jul. 1, 2017 | |
Convertible note, interest rate | 12.00% | 12.00% | |
Convertible note, conversion rate | $ 0.10 | $ 0.10 | |
Convertible note, monthly payment | $ 15,000 | $ 15,000 | |
Convertible note, balance | $ 1,500,000 | $ 1,500,000 | |
Convertible Note #9 | |||
Debt Instrument [Line Items] | |||
Convertible note, issuance date | Dec. 3, 2012 | Dec. 3, 2012 | |
Convertible note, maturity date | Jul. 1, 2017 | Jul. 1, 2017 | |
Convertible note, interest rate | 12.00% | 12.00% | |
Convertible note, conversion rate | $ 0.10 | $ 0.10 | |
Convertible note, monthly payment | $ 500 | $ 500 | |
Convertible note, balance | $ 50,000 | $ 50,000 | |
Convertible Note #10 | |||
Debt Instrument [Line Items] | |||
Convertible note, issuance date | Dec. 3, 2012 | Dec. 3, 2012 | |
Convertible note, maturity date | Jul. 1, 2017 | Jul. 1, 2017 | |
Convertible note, interest rate | 12.00% | 12.00% | |
Convertible note, conversion rate | $ 0.10 | $ 0.10 | |
Convertible note, monthly payment | $ 150 | $ 150 | |
Convertible note, balance | $ 15,000 | $ 15,000 | |
Convertible Note #11 | |||
Debt Instrument [Line Items] | |||
Convertible note, issuance date | Dec. 3, 2012 | Dec. 3, 2012 | |
Convertible note, maturity date | Jul. 1, 2018 | Jul. 1, 2018 | |
Convertible note, interest rate | 12.00% | 12.00% | |
Convertible note, conversion rate | $ 0.01 | $ 0.01 | |
Convertible note, monthly payment | $ 0 | $ 0 | |
Convertible note, balance | $ 237 | $ 237 | |
Convertible Note #12 | |||
Debt Instrument [Line Items] | |||
Convertible note, issuance date | Mar. 27, 2013 | Mar. 27, 2013 | |
Convertible note, maturity date | Sep. 30, 2017 | Sep. 30, 2017 | |
Convertible note, interest rate | 12.00% | 12.00% | |
Convertible note, conversion rate | $ 0.10 | $ 0.10 | |
Convertible note, monthly payment | $ 250 | $ 250 | |
Convertible note, balance | $ 25,000 | $ 25,000 | |
Convertible Note #13 | |||
Debt Instrument [Line Items] | |||
Convertible note, issuance date | Mar. 27, 2013 | Mar. 27, 2013 | |
Convertible note, maturity date | Sep. 30, 2017 | Sep. 30, 2017 | |
Convertible note, interest rate | 12.00% | 12.00% | |
Convertible note, conversion rate | $ 0.10 | $ 0.10 | |
Convertible note, monthly payment | $ 250 | $ 250 | |
Convertible note, balance | $ 25,000 | $ 25,000 | |
Convertible Note #14 | |||
Debt Instrument [Line Items] | |||
Convertible note, issuance date | Mar. 27, 2013 | Mar. 27, 2013 | |
Convertible note, maturity date | Sep. 30, 2017 | Sep. 30, 2017 | |
Convertible note, interest rate | 12.00% | 12.00% | |
Convertible note, conversion rate | $ 0.10 | $ 0.10 | |
Convertible note, monthly payment | $ 250 | $ 250 | |
Convertible note, balance | $ 25,000 | $ 25,000 | |
Convertible Note #15 | |||
Debt Instrument [Line Items] | |||
Convertible note, issuance date | May 22, 2014 | May 22, 2014 | |
Convertible note, maturity date | May 31, 2017 | May 31, 2017 | |
Convertible note, interest rate | 12.00% | 12.00% | |
Convertible note, conversion rate | $ 0.15 | $ 0.15 | |
Convertible note, monthly payment | $ 500 | $ 500 | |
Convertible note, balance | $ 50,000 | $ 50,000 | |
Convertible Note #16 | |||
Debt Instrument [Line Items] | |||
Convertible note, issuance date | May 22, 2014 | May 22, 2014 | |
Convertible note, maturity date | May 31, 2017 | May 31, 2017 | |
Convertible note, interest rate | 12.00% | 12.00% | |
Convertible note, conversion rate | $ 0.15 | $ 0.15 | |
Convertible note, monthly payment | $ 225 | $ 225 | |
Convertible note, balance | $ 22,500 | $ 22,500 | |
Convertible Note #17 | |||
Debt Instrument [Line Items] | |||
Convertible note, issuance date | May 22, 2014 | May 22, 2014 | |
Convertible note, maturity date | May 31, 2017 | May 31, 2017 | |
Convertible note, interest rate | 12.00% | 12.00% | |
Convertible note, conversion rate | $ 0.15 | $ 0.15 | |
Convertible note, monthly payment | $ 225 | $ 225 | |
Convertible note, balance | $ 22,500 | $ 22,500 | |
Convertible Note #18 | |||
Debt Instrument [Line Items] | |||
Convertible note, issuance date | Aug. 25, 2014 | Aug. 25, 2014 | |
Convertible note, maturity date | Jul. 31, 2017 | Jul. 31, 2017 | |
Convertible note, interest rate | 12.00% | 12.00% | |
Convertible note, conversion rate | $ 0.15 | $ 0.15 | |
Convertible note, monthly payment | $ 500 | $ 500 | |
Convertible note, balance | $ 50,000 | $ 50,000 | |
Convertible Note #19 | |||
Debt Instrument [Line Items] | |||
Convertible note, issuance date | Aug. 25, 2014 | Aug. 25, 2014 | |
Convertible note, maturity date | Jul. 31, 2017 | Jul. 31, 2017 | |
Convertible note, interest rate | 12.00% | 12.00% | |
Convertible note, conversion rate | $ 0.15 | $ 0.15 | |
Convertible note, monthly payment | $ 250 | $ 250 | |
Convertible note, balance | $ 25,000 | $ 25,000 | |
Convertible Note #20 | |||
Debt Instrument [Line Items] | |||
Convertible note, issuance date | Oct. 31, 2014 | Oct. 31, 2014 | |
Convertible note, maturity date | Oct. 31, 2017 | Oct. 31, 2017 | |
Convertible note, interest rate | 12.00% | 12.00% | |
Convertible note, conversion rate | $ 0.15 | $ 0.15 | |
Convertible note, monthly payment | $ 500 | $ 500 | |
Convertible note, balance | $ 50,000 | $ 50,000 | |
Convertible Note #21 | |||
Debt Instrument [Line Items] | |||
Convertible note, issuance date | Feb. 17, 2015 | Feb. 17, 2015 | |
Convertible note, maturity date | Feb. 17, 2018 | Feb. 17, 2018 | |
Convertible note, interest rate | 12.00% | 12.00% | |
Convertible note, conversion rate | $ 0.15 | $ 0.15 | |
Convertible note, monthly payment | $ 200 | $ 200 | |
Convertible note, balance | $ 20,000 | $ 20,000 | |
Convertible Note #22 | |||
Debt Instrument [Line Items] | |||
Convertible note, issuance date | Mar. 1, 2018 | ||
Convertible note, maturity date | Feb. 28, 2019 | ||
Convertible note, interest rate | 12.00% | ||
Convertible note, conversion rate | $ 0.10 | ||
Convertible note, monthly payment | $ 800 | ||
Convertible note, balance | $ 80,000 | ||
Convertible Note #23 | |||
Debt Instrument [Line Items] | |||
Convertible note, issuance date | Mar. 26, 2014 | Mar. 26, 2014 | |
Convertible note, maturity date | Feb. 28, 2018 | Feb. 28, 2018 | |
Convertible note, interest rate | 12.00% | 12.00% | |
Convertible note, conversion rate | $ 0.15 | $ 0.15 | |
Convertible note, monthly payment | $ 5,701 | $ 5,701 | |
Convertible note, balance | $ 70,082 | $ 125,082 | |
Convertible Note #24 | |||
Debt Instrument [Line Items] | |||
Convertible note, issuance date | Jul. 7, 2017 | Jul. 7, 2017 | |
Convertible note, maturity date | Jan. 5, 2019 | Jan. 5, 2019 | |
Convertible note, interest rate | 12.00% | 12.00% | |
Convertible note, monthly payment | $ 0 | $ 0 | |
Convertible note, balance | 95,000 | 153,000 | |
Convertible Note | |||
Debt Instrument [Line Items] | |||
Convertible note, balance | 2,346,319 | 2,409,319 | |
Convertible note, unamortized debt discount | (32,976) | (188) | |
Convertible note, total | $ 2,313,343 | $ 2,409,131 |
Convertible Notes - Schedule _2
Convertible Notes - Schedule of Long-Term Debt Maturities (Details) | Sep. 30, 2018USD ($) |
Debt Disclosure [Abstract] | |
Overdue | $ 2,146,319 |
Principal payments, 2019 | 200,000 |
Principal payments, 2020 | 0 |
Total principal payments | $ 2,346,319 |
Convertible Notes (Details Narr
Convertible Notes (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||
Amortization of debt discount | $ 535,449 | $ 487,705 | |||||||
Convertible Note #22 | |||||||||
Convertible notes issued | $ 70,000 | ||||||||
Convertible notes, price per share for conversion of shares of common stock | $ 0.10 | ||||||||
Convertible notes, interest rate | 12.00% | ||||||||
Amortization of debt discount | $ 5,923 | ||||||||
Convertible notes payable | $ 74,077 | ||||||||
Convertible note, maturity date | Feb. 28, 2019 | ||||||||
Convertible note, balance | $ 80,000 | ||||||||
Common stock issued, inducement | 200,000 | ||||||||
Convertible Note | |||||||||
Additional paid in capital and discount | $ 183,000 | ||||||||
Amortization of debt discount | $ 156,037 | $ 4,587 | |||||||
Warrants issued, value per share | $ 0.0058 | ||||||||
Unamortized debt discount | $ 32,976 | $ 188 | |||||||
Convertible note, balance | 2,346,319 | 2,409,319 | |||||||
Convertible Note | Individually Issued | |||||||||
Convertible notes issued | $ 300,000 | ||||||||
Convertible notes, payment terms | The note pays interest at a rate of 12% per annum, payable to the holder at 1% per month. The Company is making monthly payments of $5,000 towards the principal balance beginning June 1, 2014 until the note due date of February 27, 2018. | ||||||||
Convertible notes, price per share for conversion of shares of common stock | $ 0.15 | ||||||||
Convertible notes, interest rate | 12.00% | ||||||||
Maturity date | Feb. 28, 2018 | ||||||||
Common stock issued | 300,000 | ||||||||
Convertible notes payable | $ 70,082 | ||||||||
Convertible Note | Series C Notes | |||||||||
Convertible notes issued | $ 95,000 | ||||||||
Convertible notes, payment terms | Series C Notes bear interest at a rate of 12% per annum, payable to the holder at 1% per month, with principal amount due May 31, 2017. | ||||||||
Convertible notes, price per share for conversion of shares of common stock | $ 0.15 | ||||||||
Convertible notes, interest rate | 12.00% | ||||||||
Private placement, convertible notes, principal amount | $ 20,000 | $ 125,000 | [1] | ||||||
Maturity date | May 31, 2017 | ||||||||
Common stock issued | 240,000 | ||||||||
Convertible Note | Series B Notes | |||||||||
Convertible notes, payment terms | Series B Notes pay interest at a rate of 12% per annum, payable to the holder at 1% per month. | ||||||||
Convertible notes, price per share for conversion of shares of common stock | $ 0.10 | ||||||||
Convertible notes, interest rate | 12.00% | ||||||||
Private placement, convertible notes, principal amount | $ 2,230,000 | ||||||||
Maturity date, description | The holders of $50,000 Series B Notes have agreed to extend the maturity date of the debt outstanding to September 1, 2017. The holder of $25,000 Series B Notes has agreed to extend the maturity date of the debt outstanding to September 1, 2019. | The holders of $1,840,000 Series B Notes have agreed to extend the maturity date of the debt outstanding to July 1, 2017 from its original maturity date of December 31, 2015. | |||||||
Maturity date | Jul. 1, 2017 | ||||||||
Common stock issued | 5,315,000 | ||||||||
Warrants issued, shares | 75,000 | [2],[3] | 1,840,000 | ||||||
Warrants issued, value per share | $ 0.07 | $ 0.07 | |||||||
Exercise price | $ 0.0058 | ||||||||
Unamortized debt discount | $ 285 | $ 10,672 | |||||||
Convertible Note | Non-Affiliate | |||||||||
Convertible notes issued | $ 153,000 | ||||||||
Convertible notes, terms of conversion feature | The note holder has the right at any time following the initial 180 days of note issuance, to convert all or any part of the outstanding and unpaid principal amount of this note to shares of common stock. The conversion price shall equal the variable conversion price of 65% multiplied by the market price. The market price shall mean the average of the lowest three (3) VWAP's for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. "VWAP" shall mean the daily dollar volume-weighted average sale price for the common stock on the principal market on any particular trading day. Conversion is subject to limitation of 4.99% beneficial ownership of the outstanding shares of common stock. | ||||||||
Convertible notes, interest rate | 12.00% | ||||||||
Maturity date | Jan. 5, 2019 | ||||||||
[1] | $75,000 and $50,000 of Series C Notes were sold on August 25, 2014 and October 31, 2014. | ||||||||
[2] | The 25,000 warrants issued are valued at $0.00583 per issued share. | ||||||||
[3] | The 50,000 warrants issued are valued at $0.00278 per issued share. |
Royalty Financing (Details Narr
Royalty Financing (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2014 | Dec. 31, 2017 | |
Royalty Financing Abstract | ||||
Royalty purchase agreement, amount | $ 2,000,000 | |||
Royalty purchase agreement | On October 31, 2014, the Company entered into a royalty purchase agreement with Grenville Strategic Royalty Corp. for the amount of $2,000,000. The agreement calls for a monthly payment to the seller based on a percentage of the total of certain revenue items and subject to a minimum payment amount until $8,000,000 has been paid. | |||
Royalty payments | $ 689,723 | |||
Discounted amortization expense | 319,003 | $ 319,025 | ||
Royalty Financing | 2,751,786 | $ 2,432,783 | ||
Royalty financing, unamortized discount | 4,558,509 | $ 4,877,494 | ||
Accrued royalties | $ 1,181,795 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Proceeds from related party | $ 116,619 | $ 0 |
Major Shareholder | ||
Consulting services, description | January 2018, the Company entered into a renewed agreement with a company that is owned and controlled by a major shareholder to provide consulting services. Fees payable for performance of the consulting services are $13,000 per month. | |
Options granted | 4,200,000 | |
Exercise price | $ 0.15 | |
Term of options granted | 5 years | |
Stock price | $ 0.0517 | |
Expected life | 2 years 6 months | |
Volatility | 70.00% | |
Risk free rate | 0.03% | |
Grant date value | $ 34,683 | |
Balance for services rendered | 117,000 | $ 90,000 |
Proceeds from related party | $ 116,619 | |
Proceeds from related party, interest rate | 12.00% |
Common Stock Transactions (Deta
Common Stock Transactions (Details Narrative) - Common Stock | 9 Months Ended | |
Sep. 30, 2018USD ($)shares | ||
Shares Issued for Convertible Notes, value | $ | $ 88,000 | [1] |
Shares Issued for Convertible Notes, shares | shares | 6,639,728 | [2] |
[1] | $8,000 for value of shares issued August 2, 2018; $13,000 for value of shares issued February 22, 2018; $15,000 for value of shares issued February 12, 2018; $17,000 for value of shares issued February 7, 2018; $20,000 for value of shares issued January 17, 2018; $15,000 for value of shares issued January 10, 2018. | |
[2] | 1,139,601 shares issued August 2, 2018; 1,300,000 shares issued February 22, 2018; 1,006,711 shares issued February 12, 2018; 1,700,000 shares issued February 7, 2018; 865,801 shares issued January 17, 2018; 627,615 shares issued January 10, 2018. |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Total Comprehensive Income (Loss) | $ (372,628) | $ (714,301) | $ (1,952,311) | $ (1,573,590) |
Working capital deficit | $ 8,392,190 | $ 8,392,190 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | ||
Nov. 30, 2018 | Oct. 31, 2018 | Dec. 31, 2014 | |
Subsequent Event [Line Items] | |||
Royalty payments, monthly | $ 2,000,000 | ||
Subsequent Event | PIV | |||
Subsequent Event [Line Items] | |||
Summary judgement | $ 953,079 | ||
Subsequent Event | Secured Debt | |||
Subsequent Event [Line Items] | |||
Repayment of secured debt, approximate | $ 625,000 | ||
Royalty payments, monthly | $ 6,000 | ||
Common stock issued | 4,000,000 | ||
Subsequent Event | Sale of Interest in Subsidiary | |||
Subsequent Event [Line Items] | |||
Sale of interest in operating subsidiary | $ 2,250,000 | ||
Net proceeds from sale of interest in operating subsidiary, approximate | $ 400,000 |