Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 14, 2016 | |
Document and Entity Information: | ||
Entity Registrant Name | TRXADE GROUP, INC. | |
Entity Trading Symbol | trxd | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Entity Central Index Key | 1,382,574 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 31,660,827 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 |
Consolidated Balance Sheets (un
Consolidated Balance Sheets (unaudited) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash | $ 94,551 | $ 860,132 |
Accounts Receivable, net | 388,796 | 498,100 |
Inventory, net | 640,086 | 284,718 |
Prepaid Assets | 144,865 | 201,361 |
Other Assets | 81,150 | 183,359 |
Total Current Assets | 1,349,448 | 2,027,670 |
Property and Equipment (net) | 71,500 | 0 |
Total Assets | 1,420,948 | 2,027,670 |
Current Liabilities | ||
Accounts Payable | 576,794 | 356,159 |
Accrued Liabilities | 645,712 | 296,803 |
Promissory Note, net of $57,502 and $15,000 discount | 332,100 | 235,000 |
Convertible Note, net of $69,574 and $35,697 discount | 285,426 | 164,303 |
Total Current Liabilities | 1,840,032 | 1,052,265 |
Long Term Liabilities | ||
Convertible Note net of $236,329 and $241,612 discount | 963,671 | 708,388 |
Long Term Notes Payable, net of $2,575 and $0 discount | 43,065 | 0 |
Total Liabilities | 2,846,768 | 1,760,653 |
Shareholders' Equity (Deficit) | ||
Series A Preferred Stock, $.00001 par value, 10,000,000 authorized; 0 and 0 issued and outstanding, as of September 30, 2016 and December 31, 2015 | 0 | 0 |
Common Stock, $0.00001 par value; 100,000,000 shares authorized; 31,660,827 and 31,435,827 shares issued and outstanding, as of September 30, 2016 and December 31, 2015, respectively | 316 | 314 |
Additional Paid-in Capital | 6,539,910 | 5,915,674 |
Accumulated Deficit | (7,966,046) | (5,648,971) |
Total Shareholders' Equity (Deficit) | (1,425,820) | 267,017 |
Total Liabilities and Shareholders' Equity (Deficit) | $ 1,420,948 | $ 2,027,670 |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parentheticals - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Parentheticals | ||
Promissory Note, net of discount | $ 57,502 | $ 15,000 |
Short term Convertible Payable net of discount | 69,574 | 35,697 |
Convertible Note net of discount | 236,329 | 241,612 |
Long term notes payable, discount | $ 2,575 | $ 0 |
Preferred Stock, par value | $ 0.00001 | $ 0.00001 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common Stock, par value | $ 0.00001 | $ 0.00001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 31,660,827 | 31,435,827 |
Common Stock, shares outstanding | 31,660,827 | 31,435,827 |
Consolidated Statements of Oper
Consolidated Statements of Operations (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues: | ||||
Revenues | $ 803,278 | $ 1,637,875 | $ 4,339,419 | $ 3,501,203 |
Cost of Sales | 230,672 | 700,637 | 2,286,643 | 1,313,104 |
Gross Profit | 572,606 | 937,238 | 2,052,776 | 2,188,099 |
Operating Expenses | ||||
General and Administrative | 1,364,506 | 1,013,801 | 4,167,817 | 2,733,761 |
Operating Loss | (791,900) | (76,563) | (2,115,041) | (545,662) |
Loss on Debt Extinguishment | 0 | 0 | (37,579) | 0 |
Interest Expense | 50,980 | 47,199 | 164,455 | 76,076 |
Net Loss | $ (842,880) | $ (123,762) | $ (2,317,075) | $ (621,738) |
Basic loss per Common Share | $ (0.03) | $ 0 | $ (0.07) | $ (0.02) |
Diluted loss per Common Share | $ (0.03) | $ 0 | $ (0.07) | $ (0.02) |
Basic weighted average number of Common Shares outstanding | 31,611,914 | 31,269,160 | 31,505,535 | 31,269,160 |
Diluted weighted average number of Common Shares outstanding | 31,611,914 | 31,269,160 | 31,505,535 | 31,269,160 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Operating Activities: | ||
Net Loss | $ (2,317,075) | $ (621,738) |
Adjustments to reconcile net loss to net cash used in Operating activities: | ||
Depreciation | 6,500 | 3,802 |
Bad debt expense | 1,783 | 40,934 |
Inventory Allowance | (22,306) | 0 |
Loss on Debt Extinguishment | 37,579 | 0 |
Options expense | 158,927 | 226,437 |
Amortization of debt discount | 137,811 | 63,373 |
Changes in Operating assets and Liabilities: | ||
Accounts Receivable | 107,521 | (135,507) |
Prepaid Assets | 56,496 | (144,392) |
Inventory | (333,062) | (311,607) |
Other Assets | 102,209 | 35,374 |
Accounts Payable | 142,635 | 41,025 |
Accrued Liabilities | 363,909 | 98,107 |
Other Liabilities | 0 | (59,220) |
Deferred Income | 0 | (22,568) |
Net Cash used in operating activities | (1,557,073) | (785,980) |
Financing Activities: | ||
Cash paid as Original Debt Discount | (45,000) | 0 |
Proceeds from Convertible Debt | 440,000 | 200,000 |
Repayments of Convertible Debt | (50,000) | 0 |
Proceeds from Promissory Note | 150,000 | 205,000 |
Repayments of Promissory Note | (3,758) | 0 |
Proceeds from Issuance of Common Stock | 300,000 | 0 |
Proceeds from Exercise of Warrants | 250 | 0 |
Net Cash provided by financing activities | 791,492 | 405,000 |
Net increase (decrease) | (765,581) | (380,980) |
Cash at Beginning of the Year | 860,132 | 705,602 |
Cash at September 30, 2016 and 2015 | 94,551 | 324,622 |
Supplemental Cash Flow Information | ||
Cash Paid for Interest | 22,227 | 28,967 |
Cash Paid for Income Taxes | 0 | 0 |
Non -Cash Transactions | ||
Reclass from accrued interest to short term convertible notes | 15,000 | 0 |
Beneficial conversion features and relative fair value of warrants | 127,482 | 107,093 |
Purchase of software on credit | $ 78,000 | $ 0 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2016 | |
ORGANIZATION AND BASIS OF PRESENTATION | |
ORGANIZATION AND BASIS OF PRESENTATION | NOTE 1 ORGANIZATION AND BASIS OF PRESENTATION Trxade Group, Inc. (Company) owns 100% of Trxade, Inc., ShopRX, Ltd., and Westminster Pharmaceutical LLC. The merger of Trxade, Inc. and Trxade Group, Inc. occurred in July 2013. Westminster Pharmaceutical LLC was formed in January 2013. Trxade, Inc. is a web based market platform that enables trade among healthcare buyers and sellers of pharmaceuticals, accessories and services. Westminster Pharmaceutical LLC, provides US state licensed pharmacies and other buying groups with FDA approved pharmaceuticals as well as access to current benchmark pricing of pharmaceuticals. ShopRX, Ltd. is the Companys newly launched UK based subsidiary. The Company hopes to establish a similar business to Trxade, Inc. in the United Kingdom in the future under this entity. The accompanying unaudited interim financial statements of Trxade Group, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Companys Form 10K Registration Statement. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the year ended December 31, 2015 as reported in the Companys Registration Statement on Form 10K have been omitted. Income (loss) Per Share Basic net loss per common share is computed by dividing net loss available to commons stockholders by the weighted average number of common shares outstanding. Diluted net loss per common share is computed similar to basic net loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilute. At September 30 2016 diluted net loss per share is equivalent to basic net loss per share as the inclusion of any shares committed to be issued would be anti-dilutive. The following table sets forth the computation of basic and diluted Loss per Share: Three-month Nine-month September 30, 2016 September 30, 2016 Numerator: Net Loss $ (842,880) $ (2,317,075) Numerator for basic EPS income (loss) Available to common shareholders (842,880) (2,317,075) Numerator for diluted EPS income (loss) Income available to common shareholders (842,880) (2,317,075) Denominator: Denominator for basic EPS Weighted average shares 31,611,914 31,505,535 Denominator for diluted EPS - Weighted-average shares and assumed Conversions 31,611,914 31,505,535 Basic loss per common share $ (0.03) $ (0.07) Diluted loss per common share $ (0.03) $ (0.07) |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2016 | |
GOING CONCERN | |
GOING CONCERN | NOTE 2 GOING CONCERN These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The ability of the Company to continue as a going concern is dependent on raising additional capital and generating future profitable operations. There can be no assurance that the Company will be able to raise the necessary funds when needed to finance its ongoing costs. The Companys future capital requirements will depend on many factors, including cash flow from operations, costs to complete platform improvements, if warranted, and competition and market conditions. The Companys recurring operating losses and working capital needs will require that it obtain additional capital to operate its business. Given the Companys limited operating history, lack of revenues, and its operating losses, there can be no assurance that it will be able to achieve and maintain profitability. Accordingly, these factors raise substantial doubt about the Companys ability to continue as a going concern. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2016 | |
Property and Equipment: | |
Property and Equipment | NOTE 3 Property and Equipment In July 2016, the purchase of ERP software was completed. The cost of the acquisition was $78,000 and the total balance was outstanding at September 30, 2016. The depreciation for the current year is $6,500. |
SHORT-TERM DEBT
SHORT-TERM DEBT | 9 Months Ended |
Sep. 30, 2016 | |
SHORT-TERM DEBT | |
SHORT-TERM DEBT | NOTE 4 SHORT-TERM DEBT Convertible Promissory Note Convertible promissory notes were issued in the aggregate amount of $200,000 in April and May 2015. The term of the notes was one year. Simple interest of 10% was payable at the maturity date of the note. Prior to maturity the notes may be converted for common stock at a conversion price of $1.50. The holders of the notes were granted warrants at one share of common stock for every $4.00 of the note principal amount, which totaled a warrant to purchase 50,000 shares of common stock. These warrants were issued at a strike price of $1.50 and an expiration date of five years from date of issuance. In April and May 2016, $50,000 of the $200,000 in convertible promissory notes (plus $5,000 in interest) was repaid. A one-year extension was executed on the remaining notes and the interest owed, totaling $15,000 became part of the adjusted principal of notes and the balance of $165,000 is due May 2017. In connection with the one-year extension of the maturity date of the outstanding notes, the holders of the notes were granted warrants at one common stock for $4.00 of the note amount, and warrants to purchase 41,250 shares of common stock were issued at a strike price of $1.50 and an expiration date of five years from date of issuance. The amendment of the note was considered a debt extinguishment and a loss on extinguishment of debt was booked in the amount of $37,579 for the nine months ended September 30, 2016. In August 2016, $40,000 in promissory notes were issued. The term of the note was one year. Simple interest of 10% is payable at the maturity date of the note. Prior to maturity the note may be converted for common stock at a conversion price of $1.50. In September 2016, convertible promissory notes were issued in the aggregate amount of $150,000. The term of the notes was one year. Simple interest of 10% is payable at the maturity date of the note. Prior to maturity the notes may be converted for common stock at a conversion price of $.62. The holders of the notes were granted warrants at one share of common stock for every $4.00 of the note principal amount, which totaled a warrant to purchase 37,500 shares of common stock. These warrants were issued at a strike price of $.62 and an expiration date of five years from date of issuance. The Company evaluated the embedded conversion feature within the above convertible notes under ASC 815-15 and ASC 815-40 and determined that the embedded conversion feature does not meet the definition of a derivative liability. Then the Company evaluated the conversion feature for a beneficial conversion feature at inception. The Company accounted for the intrinsic value of a Beneficial Conversion Feature inherent to the convertible note payable and a total debt discount of $53,546 was recorded in 2015 and $0 as of the date of the debt modification. The Company also uses the Black-Scholes pricing model to estimate the fair value of the warrants issued along with convertible notes on the date of grant. The Company accounted for the relative fair value of the warrants issued and a total debt discount $53,546 and $71,699 was recorded in 2015 and 2016 respectively. During the nine months ended September 30, 2016, a debt discount of $ $37,822 was amortized. As of September 30, 2016, the short term convertible notes had a principal balance of $355,000 with an unamortized debt discount of $69,574. Promissory Note In May 2015, a promissory note was issued in the face amount of $250,000. The term of that note was one year. The note has an original issuance discount of $45,000, thus the cash proceeds from the promissory note is $205,000. In May 2016, the promissory note was renewed in the face amount of $250,000 and the term was extended an additional year. The note has an original issuance discount of $45,000 and this amount was paid in cash at the renewal. During the nine months ended September 30, 2016, a debt discount of $37,500 was amortized. As of September 30, 2016, the short term promissory note has a principal balance of $389,602 with an unamortized debt discount of $57,502. |
LONG TERM DEBT
LONG TERM DEBT | 9 Months Ended |
Sep. 30, 2016 | |
LONG TERM DEBT | |
LONG TERM DEBT | NOTE 5 LONG TERM DEBT Convertible Promissory Note Secured convertible promissory notes were issued in the aggregate amount of $950,000 in November and December 2015. The original term of the notes was three years. In June 2016, the note was extended to a four-year maturity for consideration of a senior secured position on the assets of the Company. Interest rate is a Royalty Payment which consists of a percentage of net Profit of certain transactions, payable within 45 days of the end of each quarter. Prior to maturity the notes may be converted for common stock at a conversion price of $2.50. The holders of the notes were granted a warrant to purchase 316,667 shares of common stock at a strike price of $0.01 and an expiration date of five years from date of issuance In June 2016, an additional $250,000 was issued under the secured convertible promissory notes. The holders of the notes were granted additional warrants (under the same terms above) to purchase 83,333 shares of common stock at a strike price of $0.01. The Company evaluated the embedded conversion feature within the above convertible notes under ASC 815-15 and ASC 815 40 and determined embedded conversion feature does not meet the definition of a liability. Then the Company evaluated the conversion feature for a beneficial conversion feature at inception. The Company accounted for the intrinsic value of a Beneficial Conversion Feature inherent to the convertible note payable and a total debt discount of $0 was recorded in 2015. The Company also uses the Black-Scholes pricing model to estimate the fair value of the warrants issued along with convertible notes on the date of grant. The Company accounted for relative fair value of the warrants issued and a total debt discount of $251,883 was recorded in 2015. An additional discount of $55,783 was recorded in 2016. During the nine months ended September 30, 2016, a debt discount of $61,066 was amortized. As of September 30, 2016, long term convertible note has a principal balance of $1,200,000, net of an unamortized debt discount of $236,329. Promissory Note In September 2016, a promissory note was issued for $189,000. The term of the note is 494 days. The debt discount was $39,000 thus the initial net proceeds were $150,000. At September 30, 2016, $139,602 was classified as short term with a discount of $35,002 and $45,640 was classified as long term with a discount of $2,575. Payments are made each weekday in the amount of $537. During the nine months ended September 30, 2016, $3,758 was paid off by cash, a debt discount of $1,423 was amortized. |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2016 | |
WARRANTS | |
WARRANTS | NOTE 6 - WARRANTS For the nine-month period ended September 30, 2016, 212,083 warrants were issued, and 25,000 warrants were exercised at the price of $250. The Companys outstanding and exercisable warrants as of September 30, 2016 are presented below: Number Weighted Average Contractual Intrinsic Outstanding Exercise Price Life in Years Value Warrants Outstanding as of December 31, 2015 845,000 $ 0.61 3.77 $ 435,900 Warrants Granted 212,083 0. 41 5.00 - Warrants Forfeited - - - - Warrants Exercised 25,000 0.01 - - Warrants Outstanding as of September 30, 2016 1,032,083 $ 0.58 3.33 $ 257,583 |
OPTIONS
OPTIONS | 9 Months Ended |
Sep. 30, 2016 | |
OPTIONS | |
OPTIONS | NOTE 7 - OPTIONS The Company maintains a stock option plan under which certain employees are awarded option grants based on a combination of performance and tenure. The stock option plan provides for the grant of up to 2,000,000 shares. All options may be exercised for a period up to 5 years following the grant date, after which they expire. Options are vested in 4 or 5 years from the grant date. For the nine-month period ended September 30, 2016, 176,500 options were issued, and 170,750 options were forfeited or expired due to employee resignation. The options were not vested and the option expense reversed was $75,514. The Company uses the Black-Scholes option pricing model to estimate the fair value of stock-based awards on the date of grant. Total compensation cost related to stock options was $158,927 for the nine-months ended September 30, 2016. As of September 30, 2016, there was $282,874 of unrecognized compensation costs related to stock options, which is expected to be recognized over a weighted average period of 4.0 to 5.0 years. The following table represents stock option activity as of and for the period ended September 30, 2016: Number of Average Contractual Intrinsic Options Exercise Price Life in Years Value Outstanding at December 31, 2015 1,200,000 $ 1.07 5.19 - Exercisable at December 31, 2015 332,000 $ 1.04 3.34 $ 28,000 Forfeited 148,250 $ 1.03 8.84 - Granted 176,500 $ 1.02 9.53 - Expired 22,500 $ 1.53 7.57 - Outstanding at September 30, 2016 1,205,750 $ 1.06 4.61 - Exercisable at September 30, 2016 555,750 $ 1.04 2.97 - |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2016 | |
EQUITY: | |
EQUITY | NOTE 8 EQUITY Under a Private Offer Memorandum, 200,000 shares of common stock were issued for $300,000 cash, which included 100,000 shares in June 2016 and 100,000 shares in August. The common stock was sold at $1.50 per share. In connection with this common stock offering warrants to purchase 50,000 shares of common stock were issued at a strike price of $0.01 and an expiration date of five years. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2016 | |
SEGMENT REPORTING | |
SEGMENT REPORTING | NOTE 9 SEGMENT REPORTING The Company classifies its business interests into two reportable segments, which are Trxade and Westminster. Trxade is our web based market platform that enables trade among healthcare buyers and sellers of pharmaceuticals, accessories and services, and Westminster provides pharmacies and other buying groups with wholesale and private label pharmaceuticals. Westminster discontinued its wholesale business in July 2016 in order to focus on private label distribution. Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 Revenues Trxade $ 610,832 $ 761,235 $ 1,810,043 $ 1,977,971 Westminster $ 192,461 $ 832,699 $ 2,495,576 $ 1,341,269 Segment Profit/Loss Trxade $ (391,344) $ 226,684 $ (742,836) $ 311,529 Westminster $ (451,336) $ (319,113) $ (1,569,265) $ (882,385) Assets Trxade $ 342,969 $ 470,225 Westminster $ 897,295 $ 769,384 Corporate Overhead was allocated based on revenue, and amounted to $(266,815) and $(268,562) for the three months September 30, 2016 and 2015, respectively. The amount was $(1,197,266) and $(763,194) for the nine months ended September 30, 2016 and 2015, respectively. |
CONTINGENCY
CONTINGENCY | 9 Months Ended |
Sep. 30, 2016 | |
CONTINGENCY: | |
CONTINGENCY | NOTE 10 CONTINGENCY On November 19, 2015, Family Medicine Pharmacy, LLC filed a class-action claim against Trxade Group, Inc. and its wholly owned subsidiary Westminster Pharmaceutical, LLC, Inc. (Family Medicine Pharmacy, LLC v. Trxade Group, Inc. and Westminster, Inc., Case No.: 1:15-CV-00590-KD-B, United States District Court, Southern District of Alabama, Mobile Division). Family Medicine has served Trxade for allegedly utilizing a junk fax advertising program. On June 6, 2016, we entered a binding memorandum of understanding with the plaintiff related to this litigation to resolve all claims in exchange for Trxade funding a settlement fund in the amount of $200,000. A hearing regarding the final approval is scheduled on February 21, 2017. An accrual of $200,000 is recorded as of September 30, 2016. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2016 | |
SUBSEQUENT EVENTS: | |
SUBSEQUENT EVENTS | NOTE 11 SUBSEQUENT EVENTS Secured convertible promissory notes were issued in the aggregate amount of $200,000 in October of 2016. The original term of the notes was three years. Interest rate is a Royalty Payment which consists of a percentage of net Profit of certain transactions, payable within 45 days of the end of each quarter. Prior to maturity the notes may be converted for common stock at a conversion price of $2.50. The holders of the notes were granted a warrant to purchase 66,667 shares of common stock at a strike price of $0.01 and an expiration date of five years from date of issuance. In October of 2016 the Company entered into a loan with third parties for an amount of $47,000. The loan is due September of 2017 and carries a variable interest rate. |
COMPUTATION OF BASIC AND DILUTE
COMPUTATION OF BASIC AND DILUTED LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
COMPUTATION OF BASIC AND DILUTED LOSS PER SHARE (TABLES) | |
COMPUTATION OF BASIC AND DILUTED LOSS PER SHARE (TABLES) | The following table sets forth the computation of basic and diluted Loss per Share: Three-month Nine-month September 30, 2016 September 30, 2016 Numerator: Net Loss $ (842,880) $ (2,317,075) Numerator for basic EPS income (loss) Available to common shareholders (842,880) (2,317,075) Numerator for diluted EPS income (loss) Income available to common shareholders (842,880) (2,317,075) Denominator: Denominator for basic EPS Weighted average shares 31,611,914 31,505,535 Denominator for diluted EPS - Weighted-average shares and assumed Conversions 31,611,914 31,505,535 Basic loss per common share $ (0.03) $ (0.07) Diluted loss per common share $ (0.03) $ (0.07) |
SCHEDULE OF OUTSTANDING AND EXE
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS (TABLES) | |
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS (TABLES) | The Companys outstanding and exercisable warrants as of September 30, 2016 are presented below: Number Weighted Average Contractual Intrinsic Outstanding Exercise Price Life in Years Value Warrants Outstanding as of December 31, 2015 845,000 $ 0.61 3.77 $ 435,900 Warrants Granted 212,083 0. 41 5.00 - Warrants Forfeited - - - - Warrants Exercised 25,000 0.01 - - Warrants Outstanding as of September 30, 2016 1,032,083 $ 0.58 3.33 $ 257,583 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
SCHEDULE OF STOCK OPTION ACTIVITY (TABLES) | |
SCHEDULE OF STOCK OPTION ACTIVITY (TABLES) | The following table represents stock option activity as of and for the period ended September 30, 2016: Number of Average Contractual Intrinsic Options Exercise Price Life in Years Value Outstanding at December 31, 2015 1,200,000 $ 1.07 5.19 - Exercisable at December 31, 2015 332,000 $ 1.04 3.34 $ 28,000 Forfeited 148,250 $ 1.03 8.84 - Granted 176,500 $ 1.02 9.53 - Expired 22,500 $ 1.53 7.57 - Outstanding at September 30, 2016 1,205,750 $ 1.06 4.61 - Exercisable at September 30, 2016 555,750 $ 1.04 2.97 - |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
SEGMENT REPORTING (TABLES) | |
SEGMENT REPORTING (TABLES) | Westminster discontinued its wholesale business in July 2016 in order to focus on private label distribution. Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 Revenues Trxade $ 610,832 $ 761,235 $ 1,810,043 $ 1,977,971 Westminster $ 192,461 $ 832,699 $ 2,495,576 $ 1,341,269 Segment Profit/Loss Trxade $ (391,344) $ 226,684 $ (742,836) $ 311,529 Westminster $ (451,336) $ (319,113) $ (1,569,265) $ (882,385) Assets Trxade $ 342,969 $ 470,225 Westminster $ 897,295 $ 769,384 |
COMPUTATION OF BASIC AND DILU21
COMPUTATION OF BASIC AND DILUTED LOSS PER SHARE (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Numerator: | ||
Net Loss | $ (842,880) | $ (2,317,075) |
Numerator for basic EPS - income (loss) Available to common shareholders | (842,880) | (2,317,075) |
Numerator for diluted EPS - income (loss) Income available to common shareholders | (842,880) | (2,317,075) |
Denominator: | ||
Denominator for basic EPS - Weighted average shares | 31,611,914 | 31,505,535 |
Denominator for diluted EPS - Weighted-average shares and assumed Conversions | 31,611,914 | 31,505,535 |
Basic loss per common share | $ (0.03) | $ (0.07) |
Diluted loss per common share | $ (0.03) | $ (0.07) |
Property and Equipment (Details
Property and Equipment (Details) | 3 Months Ended |
Sep. 30, 2016USD ($) | |
Property and Equipment Details | |
Cost of acquisition | $ 78,000 |
Depreciation | $ 6,500 |
CONVERTIBLE PROMISSORY NOTE (DE
CONVERTIBLE PROMISSORY NOTE (DETAILS) - USD ($) | Sep. 30, 2016 | Aug. 31, 2016 | May 31, 2016 | Apr. 30, 2016 | Sep. 30, 2015 | May 31, 2015 | Apr. 30, 2015 |
CONVERTIBLE PROMISSORY NOTE | |||||||
Convertible promissory notes issued in amount | $ 0 | $ 40,000 | $ 0 | $ 0 | $ 0 | $ 200,000 | $ 200,000 |
Simple interest payable at the maturity date of the note | 0.00% | 10.00% | 0.00% | 0.00% | 0.00% | 10.00% | 10.00% |
Conversion price | $ 1.50 | $ 1.50 | $ 0 | $ 0 | $ 0 | $ 1.50 | $ 1.50 |
Granted warrants at one common stock of note | 4 | 0 | 0 | 0 | 0 | 0 | 0 |
Warrants issued | 50,000 | 0 | 0 | 0 | 0 | 0 | 0 |
Exercise price of warrants | $ 1.50 | $ 0 | $ 0 | $ 0 | $ 0 | $ 1.50 | $ 1.50 |
Convertible promissory notes was repaid | $ 0 | $ 0 | $ 0 | $ 50,000 | $ 0 | $ 0 | $ 0 |
Interest repaid | 0 | 0 | 0 | 5,000 | 0 | 0 | 0 |
A one-year extension was executed on the remaining notes and the interest owed | 0 | 0 | 15,000 | 0 | 0 | 0 | 0 |
Principal of notes and the balance | $ 0 | $ 0 | $ 165,000 | $ 0 | $ 0 | $ 0 | $ 0 |
Granted warrants at one common stock of note | 4 | 0 | 0 | 0 | 0 | 0 | 0 |
warrants to purchase shares of common stock were issued at a strike price of $1.50 | 41,250 | 0 | 0 | 0 | 0 | 0 | 0 |
Debt extinguishment and a loss on extinguishment of debt was booked in the amount | $ 37,579 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Convertible promissory notes issued in amount | $ 150,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Simple interest payable at the maturity date of the note | 10.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Notes converted for common stock at a conversion price | $ 0.62 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Granted warrants at one share of common stock for the note principal amount | $ 4 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
warrants to purchase shares of common stock were issued at a strike price of $.62 | 37,500 | 0 | 0 | 0 | 0 | 0 | 0 |
Beneficial Conversion Feature inherent to convertible note payable and total debt discount | $ 53,546 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Fair value of the warrants issued and a total debt discount | 53,546 | 0 | 0 | 0 | 71,699 | 0 | 0 |
Debt discount was amortized | 37,822 | 0 | 0 | 0 | 0 | 0 | 0 |
Convertible note has a balance of net | 355,000 | 0 | 0 | 0 | 0 | 0 | 0 |
Unamortized debt discount | 69,574 | 0 | 0 | 0 | 0 | 0 | 0 |
Promissory Note | |||||||
Promissory note was issued in the face amount | $ 0 | $ 0 | $ 250,000 | $ 0 | $ 0 | $ 250,000 | $ 0 |
Term of note in years | 0 | 0 | 1 | 0 | 0 | 1 | 0 |
Original issuance discount | $ 0 | $ 0 | $ 45,000 | $ 0 | $ 0 | $ 45,000 | $ 0 |
Cash proceeds from the promissory note | 0 | 0 | 0 | 0 | 0 | 205,000 | 0 |
Promissory note has a principal balance | 389,602 | 0 | 0 | 0 | 0 | 0 | 0 |
Amortized debt discount of Promissory note | 37,500 | 0 | 0 | 0 | 0 | 0 | 0 |
Unamortized debt discount | 57,502 | 0 | 0 | 0 | 0 | 0 | 0 |
Outstanding debt discount amortized | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
LONG TERM DEBT (DETAILS)
LONG TERM DEBT (DETAILS) | Sep. 30, 2016USD ($)$ / sharesshares | Aug. 31, 2016USD ($) | Jun. 30, 2016USD ($)$ / sharesshares | May 31, 2016USD ($) | Apr. 30, 2016USD ($) | Dec. 31, 2015USD ($)$ / sharesshares | Nov. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2015USD ($) | May 31, 2015USD ($) | Apr. 30, 2015USD ($) |
LONG TERM DEBT DETAILS | ||||||||||
Secured convertible promissory notes issued in amount | $ 0 | $ 250,000 | $ 500,000 | $ 450,000 | ||||||
Conversion price | $ / shares | $ 0 | $ 2.50 | $ 2.50 | $ 2.50 | ||||||
Granted warrant to purchase shares of common stock | shares | 0 | 83,333 | 166,667 | 150,000 | ||||||
Warrants issued at a strike price | 0 | 0.01 | 0.01 | 0.01 | ||||||
Total debt discount | $ 0 | $ 0 | $ 251,883 | $ 0 | ||||||
Fair value of the warrants issued and a total debt discount | 55,783 | $ 0 | 0 | $ 0 | $ 0 | 133,984 | 117,889 | $ 71,699 | $ 0 | $ 0 |
Debt discount was amortized | 61,066 | $ 0 | 0 | $ 0 | $ 0 | 0 | 0 | $ 0 | $ 0 | $ 0 |
Convertible note Principal a balance | 1,200,000 | 0 | 0 | 0 | ||||||
Unamortized debt discount | 236,329 | 0 | 0 | 0 | ||||||
Classified as short term | 139,602 | 0 | 0 | 0 | ||||||
Classified as short term with a discount | 35,002 | 0 | 0 | 0 | ||||||
Long Term Promissory Note: | ||||||||||
Promissory notes issued in amount | 189,000 | 0 | 0 | 0 | ||||||
Debt discount | 39,000 | 0 | 0 | 0 | ||||||
Initial net proceeds | 150,000 | 0 | 0 | 0 | ||||||
Classified as long term | 45,640 | 0 | 0 | 0 | ||||||
Classified as long term with a discount | 2,575 | 0 | 0 | 0 | ||||||
Paid off by cash, debt discount amortized | $ 1,423 | $ 0 | $ 0 | $ 0 |
OUTSTANDING AND EXERCISABLE WAR
OUTSTANDING AND EXERCISABLE WARRANTS (DETAILS) | 9 Months Ended |
Sep. 30, 2016USD ($)$ / sharesshares | |
Number Outstanding | |
Warrants Outstanding as of December 31, 2015 | shares | 845,000 |
Warrants Granted | shares | 212,083 |
Warrants Exercised | shares | 25,000 |
Warrants Outstanding as of September 30, 2016 | shares | 1,032,083 |
Weighted Average Exercise Price | |
Warrants Outstanding as of December 31, 2015 | $ / shares | $ 0.61 |
Warrants Granted | $ / shares | 0.41 |
Warrants Exercised | $ / shares | 0.01 |
Warrants Outstanding as of September 30, 2016 | $ / shares | $ 0.58 |
Contractual Life in Years | |
Warrants Outstanding | 3.77 |
Warrants Granted | 5 |
Warrants Outstanding | 3.33 |
Intrinsic Value | |
Warrants Outstanding as of December 31, 2015 | $ | $ 435,900 |
Warrants Forfeited | $ | 0 |
Warrants Outstanding as of September 30, 2016 | $ | $ 257,583 |
OPTIONS (DETAILS)
OPTIONS (DETAILS) | 9 Months Ended |
Sep. 30, 2016shares | |
OPTIONS DETAILS | |
Stock Options plan provides for the grant | 2,000,000 |
Options issued | 176,500 |
Options forfeited and expired | 170,750 |
Option expense reversed | 75,514 |
Compensation | |
Total compensation cost related to stock options | 158,927 |
Unrecognized compensation costs | 282,874 |
Weighted average period in years | 5 |
STOCK OPTION ACTIVITY (DETAILS)
STOCK OPTION ACTIVITY (DETAILS) | 9 Months Ended |
Sep. 30, 2016USD ($)$ / sharesshares | |
Number of Options | |
Outstanding Options at December 31, 2015 | shares | 1,200,000 |
Exercisable Options at December 31, 2015 | shares | 332,000 |
Forfeited | shares | 148,250 |
Granted | shares | 176,500 |
Expired | shares | 22,500 |
Outstanding Options at September 30, 2016 | shares | 1,205,750 |
Exercisable Options atSeptember 30, 2016 | shares | 555,750 |
Average Exercise Price (Options) | |
Outstanding Options at December 31, 2015 | $ / shares | $ 1.07 |
Exercisable Options at December 31, 2015 | $ / shares | 1.04 |
Forfeited | $ / shares | 1.03 |
Granted | $ / shares | 1.02 |
Expired | $ / shares | 1.53 |
Outstanding Options at September 30, 2016 | $ / shares | 1.06 |
Exercisable Options atSeptember 30, 2016 | $ / shares | $ 1.04 |
Contractual Life in Years (Options) | |
Outstanding Options at December 31, 2015 | 5.19 |
Exercisable Options at December 31, 2015 | 3.34 |
Forfeited | 8.84 |
Granted | 9.53 |
Expired | 7.57 |
Outstanding Options at September 30, 2016 | 4.61 |
Exercisable Options atSeptember 30, 2016 | 2.97 |
Intrinsic Value (Options) | |
Outstanding Options at December 31, 2015 | $ | $ 0 |
Exercisable Options at December 31, 2015 | $ | $ 28,000 |
EQUITY (DETAILS)
EQUITY (DETAILS) | Sep. 30, 2016USD ($)$ / sharesshares |
EQUITY {1} | |
Shares of common stock issued | shares | 200,000 |
Shares of common stock was issued for cash | $ | $ 300,000 |
Common stock was sold per share | $ / shares | $ 1.50 |
Warrants to purchase shares of common stock | shares | 50,000 |
Common stock were issued at a strike price | $ / shares | $ 0.01 |
SEGMENT REPORTING (DETAILS)
SEGMENT REPORTING (DETAILS) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues {1} | ||||
Trxade Revenues | $ 610,832 | $ 761,235 | $ 1,810,043 | $ 1,977,971 |
Westminster Revenues | 192,461 | 832,699 | 2,495,576 | 1,341,269 |
Segment Profit/Loss | ||||
Trxade Segment Profit/Loss | (391,344) | 226,684 | (742,836) | 311,529 |
Westminster Segment Profit/Loss | (451,336) | (319,113) | (1,569,265) | (882,385) |
Corporate Overhead was allocated based on revenue | $ (266,815) | $ (268,562) | $ (1,197,266) | $ (763,194) |
SEGMENT REPORTING ASSETS (DETAI
SEGMENT REPORTING ASSETS (DETAILS) - USD ($) | Sep. 30, 2016 | Sep. 30, 2015 |
Assets | ||
Trxade Assets | $ 342,969 | $ 470,225 |
Westminster Assets | $ 897,295 | $ 769,384 |
CONTINGENCY (DETAILS)
CONTINGENCY (DETAILS) | Sep. 30, 2016USD ($) |
CONTINGENCY DETAILS | |
Trxade funding a settlement fund | $ 200,000 |
Contingencies an accrual is recorded | $ 200,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Oct. 31, 2016USD ($)$ / sharesshares |
SUBSEQUENT EVENTS DETAILS | |
Aggregate amount of secured convertible promissory notes | $ | $ 200,000 |
Notes may be converted for common stock at a conversion price | $ / shares | $ 2.50 |
Warrants granted to holders to purchase shares | shares | 66,667 |
Strike price | $ / shares | $ 0.01 |
Entered into loan with third parties | $ | $ 47,000 |