Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2018 | |
Document And Entity Information | |
Entity Registrant Name | TRXADE GROUP, INC. |
Entity Central Index Key | 1,382,574 |
Document Type | 8-K/A |
Document Period End Date | Oct. 16, 2018 |
Amendment Flag | true |
Amendment Description | On October 16, 2018, Trxade Group, Inc., a Delaware corporation (the "Company" or "we") filed a Form 8-K with the Securities and Exchange Commission (the "Original Filing") to report the completion of our acquisition of Community Specialty Pharmacy, LLC, a Florida limited liability company, ("CSP"). In the Original Filing, we stated that the required consolidated historical financial statements of the Company, including CSP, would be filed by amendment to the Original Filing within seventy-one (71) calendar days from the date that the Original Filing was required to be filed. This Form 8-K/A is being filed to amend the Original Filing to provide the required historical consolidated financial statements of the Company and CSP pursuant to the instructions under Item 9.01. No other changes have been made to the Original Filing. |
Entity Emerging Growth Company | false |
Entity Ex Transition Period | false |
Trading Symbol | TRXD |
Balance Sheets
Balance Sheets - Community Specialty Pharmacy, LLC [Member] - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets | |||
Cash | $ 127,432 | $ 86,796 | $ 94,646 |
Accounts Receivable, net | 57,779 | 57,381 | 62,477 |
Inventory | 99,710 | 89,710 | 130,840 |
Other Current Assets | 20,816 | 20,816 | 24,463 |
Total Current Assets | 305,737 | 254,703 | 312,426 |
Total Assets | 305,737 | 254,703 | 312,426 |
Current Liabilities | |||
Accounts Payable | 153,428 | 221,069 | 199,042 |
Accrued Liabilities | 153 | 215 | 170 |
Lines of Credit | 85,886 | 82,522 | 99,512 |
Advances from - Related Party | 21,838 | ||
Total Current Liabilities | 239,467 | 303,806 | 320,562 |
Total Liabilities | 239,467 | 303,806 | 320,562 |
Member's Equity (Deficit) | |||
Member's Equity | 59,276 | 41,276 | 19,111 |
Retained Earnings (Deficit) | 6,994 | (90,379) | (27,247) |
Total Member's Equity (Deficit) | 66,270 | (49,103) | (8,136) |
Total Liabilities and Member's Equity (Deficit) | $ 305,737 | $ 254,703 | $ 312,426 |
Statements of Operations
Statements of Operations - Community Specialty Pharmacy, LLC [Member] - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues, net | $ 1,985,620 | $ 2,036,796 | $ 2,633,914 | $ 3,111,285 |
Cost of Sales | 1,614,523 | 1,643,249 | 2,265,902 | 2,929,062 |
Gross Profit | 371,097 | 393,547 | 368,012 | 182,223 |
Operating Expenses | ||||
General and Administrative | 268,741 | 331,000 | 423,267 | 391,210 |
Operating Income (Loss) | 102,356 | 62,547 | (55,255) | (208,987) |
Other Income, net | 239 | 709 | 912 | 2 |
Interest Expense | (5,222) | (4,795) | (8,789) | (7,649) |
Net Income (Loss) | $ 97,373 | $ 58,461 | $ (63,132) | $ (216,634) |
Statements of Changes in Member
Statements of Changes in Member's Equity (Deficit) - Community Specialty Pharmacy, LLC [Member] - USD ($) | Member's Equity [Member] | Retained Earnings [Member] | Stockholders' Equity, Total [Member] |
Balance at Dec. 31, 2015 | $ 5,000 | $ 189,387 | $ 194,387 |
Capital contribution | 14,111 | 14,111 | |
Net Loss | (216,634) | (216,634) | |
Balance at Dec. 31, 2016 | 19,111 | (27,247) | (8,136) |
Capital contribution | 22,165 | 22,165 | |
Net Loss | (63,132) | (63,132) | |
Balance at Dec. 31, 2017 | 41,276 | (90,379) | (49,103) |
Capital contribution | 18,000 | 18,000 | |
Net Loss | 97,373 | 97,373 | |
Balance at Sep. 30, 2018 | $ 59,276 | $ 6,994 | $ 66,270 |
Statements of Cash Flows
Statements of Cash Flows - Community Specialty Pharmacy, LLC [Member] - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Activities: | ||||
Net Income (Loss) | $ 97,373 | $ 58,461 | $ (63,132) | $ (216,634) |
Changes in operating assets and liabilities: | ||||
Accounts Receivable | (398) | 5,096 | 65,546 | |
Prepaids and Other Current Assets | 3,647 | (8,406) | ||
Inventory | (10,000) | 30,000 | 41,130 | 58,358 |
Accounts Payable | (49,641) | (102,217) | 22,027 | 54,215 |
Accrued Liabilities | (62) | 33 | 45 | 8 |
Accrued Interest - Related Party | 163 | 327 | 286 | |
Deferred Income | (17,525) | |||
Net Cash provided by (used in) operating activities | 37,272 | (13,560) | 9,140 | (64,152) |
Financing Activities: | ||||
Repayments of Lines of Credit | (36,636) | (18,137) | (94,301) | (94,930) |
Proceeds from Lines of Credit | 40,000 | 65,000 | 77,311 | 52,007 |
Net Cash provided by (used in) financing activities | 3,364 | 46,863 | (16,990) | (42,923) |
Net increase or (decrease) in Cash | 40,636 | 33,303 | (7,850) | (107,075) |
Cash at Beginning of the Period | 86,796 | 94,646 | 94,646 | 201,721 |
Cash at End of the Period | 127,432 | 127,949 | 86,796 | 94,646 |
Supplemental Cash Flow Information | ||||
Cash Paid for Interest | 5,222 | 4,795 | 8,789 | 7,649 |
Cash Paid for Income Taxes | ||||
Non-Cash Financing Transactions | ||||
Reclass of related party advances to capital contribution | 22,165 | 14,111 | ||
Capital contribution related to rent waived | $ 18,000 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2018 | |
Community Specialty Pharmacy, LLC [Member] | |
Description of Business | Note 1 – Description of Business Community Specialty Pharmacy, LLC, a Florida limited liability company, (“CSP”, “we”, “our”, the “Company”) is an accredited pharmacy located in St. Petersburg, Florida. CSP is an independent retail specialty pharmacy with a focus on specialty medications, has been proudly serving the local, and state community since 2010, with innovative pharmacy model which offer home delivery services to any patient thereby providing convenience. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Community Specialty Pharmacy, LLC [Member] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation - The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). For the nine-month periods ended September 30, 2018 and 2017 unaudited financial statements were prepared by the Company, pursuant to the rules and regulations of the Securities Exchange Commission. The information furnished herein reflects all adjustment (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating result for the respective periods. Use of Estimates - The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to CSP and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates. Cash and Cash Equivalents - Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. As of December 31, 2017 and 2016, and as of September 30, 2018, the Company had no cash equivalents. Accounts Receivable - Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded primarily on a specific identification basis. The Company had no allowance for uncollectible accounts as of December 31, 2017 and 2016, and as of September 30, 2018. Inventory - Inventories are stated at the lower of cost or net realizable value. Cost is determined on a weighted average basis. On a quarterly basis, we analyze our inventory levels and no reserve is maintained as obsolete or expired inventories are written off. There is no reserve for inventory obsolescence during the periods presented. Revenue Recognition - In general the Company accounts for revenue recognition in accordance with ASC 605, “Revenue Recognition” in years 2017 and 2016 and in 2018 in accordance with ASC 606, “Revenue from Contracts with Customers.” The Company recognizes revenue at the time the customer takes possession of the merchandise. Customer returns are not material. The Company’s revenue is based on expected reimbursements from third-party payers (e.g., pharmacy benefit managers, insurance companies and governmental agencies) for dispensing prescription drugs. Revenue is recognized when (1) the price is fixed and determined as the customer has the prescription which outlines the amount and frequency of the drugs. (2) The prescription is persuasive evidence and requires the pharmacy to fill the prescription and deliver to the customer. (3) The prescription is delivered to the customer - the transaction price is based on expected reimbursements from third parties. (4) The recognition of revenue is when or as the entity satisfies a performance obligation – the revenue is recognized at the time of delivery. The Company in 2018 adopted ASC 606, “Revenue from Contracts with Customers.” There was no impact to the financial statements. The Company recognizes revenue from customer deposits in the period earned and the deposits are recorded as deferred revenue on the balance sheet. Income taxes - The Company accounts for income taxes utilizing ASC 740, “Income Taxes”. ASC 740 requires the measurement of deferred tax assets for deductible temporary differences and operating loss carry forwards, and of deferred tax liabilities for taxable temporary differences. The Company files as a Sub Chapter S corporation, a pass through entity, and as such does not recognize any provision for income taxes and has no liability for unrecognized tax benefits as of December 31, 2016 and December 31, 2017. |
Short Term Debt
Short Term Debt | 9 Months Ended |
Sep. 30, 2018 | |
Community Specialty Pharmacy, LLC [Member] | |
Short Term Debt | Note 3 – Short Term Debt In 2016, the Regions Bank Loan, which had monthly payments of $859 and carried an interest rate of 5.50% was paid. The Loan carried an original balance of $45,000 in 2012. Principal and interest payments for the year were $11,616 and $342, respectively. The balance at December 31, 2016 was $0. The Chase Bank Line of Credit was established on December 20, 2013 and is renewable annually. The credit limit is $70,000 and carried a variable monthly rate of interest ranging from 6.25 and 7.25%. In 2016, borrowings and payments from the line of credit were $49,320 and $69,821, respectively. The outstanding balance at December 31, 2016 was $17,895. In 2017, borrowings and payments from the line of credit were $49,066 and $22,743, respectively. The outstanding balance at December 31, 2017 was $44,218. In 2018, borrowings from the line of credit were $0 and $20,653 respectively. The outstanding balance at September 30, 2018 was $23,565. Interest paid for the years ended December 31, 2016 and 2017 and for the nine months ended September 30, 2018 was $2,389, $3,308 and $2,815 respectively. The PNC Bank Line of Credit was established on March 3, 2015 and is renewable annually. The credit limit is $100,000 and carried a variable monthly rate of interest ranging from 5.35 and 7.1%. In 2016, borrowings and payments from the line were $2,687 and $13,493, respectively. The balance at December 31, 2016 was $81,617. In 2017, borrowings and payments were $28,245 and $71,558, respectively. The balance at December 31, 2017 was $38,304. In 2018, borrowings and payments were $40,000 and $15,983. The balance at September 30, 2018 was $62,321. Interest paid for the years ended December 31, 2016 and 2017 and for the nine months ended September 30, 2018 was $4,918, $5,481 and $2,407, respectively. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Community Specialty Pharmacy, LLC [Member] | |
Related Party Transactions | Note 4 – Related Party Transactions At December 31, 2015, Mr. Nik Panchal was owed $35,663 in advances, which carried a 1% interest rate and was payable on demand. In 2016, $14,111 was contributed capital and $286 of accrued interest is included in the principal balance at period end. The balance at December 31, 2016 was $21,838. In 2017, $327 of accrued interest was included in additional borrowings. In December 2017, Mr. Panchal converted the advance to a capital contribution. At December 31, 2017 the balance was $0. In 2016 the Company entered into a verbal lease with ProPharma, LLC, partially owned by Mr. Nik Panchal (100% owner of CSP). The verbal terms were for lease of the space for $2,000 per month, no deposit, pending a formal lease execution. A lease was executed on June 1, 2017 for a term of 5 years to June 1, 2022 with a total monthly payment of $2,000 monthly and no security deposit. Rent expense for the periods 2016, 2017 and 2018 were $15,300, $0 and $18,000, respectively. In 2017, $18,048 of repairs and maintenance was paid in lieu of rent. In 2018 the rent expense was waived and recognized as a capital contribution. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Community Specialty Pharmacy, LLC [Member] | |
Subsequent Events | Note 5 – Subsequent Events The Company evaluated all events and transactions that occurred after December 31, 2017 through the date these financial statements were issued and has determined that other than as disclosed below, there have been no subsequent events for which recognition or disclosure is required. On October 15, 2018, the Company entered into and consummated the sale of its 100% of the member’s interest, pursuant to the terms and conditions of the Membership Interest Purchase Agreement (“Purchase Agreement”), entered into by and among Trxade Group, Inc.(“Trxade”) as the buyer, and the Company, and Nikul Panchal, the sole equity owner (collectively, the “Seller”). The purchase price for the 100% equity interest in the Company was $300,000 in cash, a promissory note issued by Trxade of $300,000, accruing interest at a simple interest rate of ten percent (10%), with interest payable annually, and principal payable at maturity in thirty-six (36) months (the “Promissory Note”), and a warrant to purchase 405,507 shares of Trxade’s common stock (“Revocable Warrant”), exercisable for eight (8) years from the issuance date at a strike price of $0.01 per share, and subject to revocability restrictions which lapse over three (3) years. The fair value of the warrants as calculated under Black-Scholes was $170,313. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) - Community Specialty Pharmacy, LLC [Member] | 9 Months Ended |
Sep. 30, 2018 | |
Basis of Presentation | Basis of Presentation - The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). For the nine-month periods ended September 30, 2018 and 2017 unaudited financial statements were prepared by the Company, pursuant to the rules and regulations of the Securities Exchange Commission. The information furnished herein reflects all adjustment (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating result for the respective periods. |
Use of Estimates | Use of Estimates - The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to CSP and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents - Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. As of December 31, 2017 and 2016, and as of September 30, 2018, the Company had no cash equivalents. |
Accounts Receivable | Accounts Receivable - Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded primarily on a specific identification basis. The Company had no allowance for uncollectible accounts as of December 31, 2017 and 2016, and as of September 30, 2018. |
Inventory | Inventory - Inventories are stated at the lower of cost or net realizable value. Cost is determined on a weighted average basis. On a quarterly basis, we analyze our inventory levels and no reserve is maintained as obsolete or expired inventories are written off. There is no reserve for inventory obsolescence during the periods presented. |
Revenue Recognition | Revenue Recognition - In general the Company accounts for revenue recognition in accordance with ASC 605, “Revenue Recognition” in years 2017 and 2016 and in 2018 in accordance with ASC 606, “Revenue from Contracts with Customers.” The Company recognizes revenue at the time the customer takes possession of the merchandise. Customer returns are not material. The Company’s revenue is based on expected reimbursements from third-party payers (e.g., pharmacy benefit managers, insurance companies and governmental agencies) for dispensing prescription drugs. Revenue is recognized when (1) the price is fixed and determined as the customer has the prescription which outlines the amount and frequency of the drugs. (2) The prescription is persuasive evidence and requires the pharmacy to fill the prescription and deliver to the customer. (3) The prescription is delivered to the customer - the transaction price is based on expected reimbursements from third parties. (4) The recognition of revenue is when or as the entity satisfies a performance obligation – the revenue is recognized at the time of delivery. The Company in 2018 adopted ASC 606, “Revenue from Contracts with Customers.” There was no impact to the financial statements. The Company recognizes revenue from customer deposits in the period earned and the deposits are recorded as deferred revenue on the balance sheet. |
Income Taxes | Income taxes - The Company accounts for income taxes utilizing ASC 740, “Income Taxes”. ASC 740 requires the measurement of deferred tax assets for deductible temporary differences and operating loss carry forwards, and of deferred tax liabilities for taxable temporary differences. The Company files as a Sub Chapter S corporation, a pass through entity, and as such does not recognize any provision for income taxes and has no liability for unrecognized tax benefits as of December 31, 2016 and December 31, 2017. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - Community Specialty Pharmacy, LLC [Member] - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Cash equivalents | |||
Allowance for uncollectible accounts | |||
Unrecognized tax benefits |
Short Term Debt (Details Narrat
Short Term Debt (Details Narrative) - Community Specialty Pharmacy, LLC [Member] - USD ($) | Mar. 03, 2015 | Dec. 20, 2013 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2012 |
Proceeds from lines of credit | $ 40,000 | $ 65,000 | $ 77,311 | $ 52,007 | |||
Repayments of lines of credit | 36,636 | $ 18,137 | 94,301 | 94,930 | |||
Line of credit | 85,886 | 82,522 | 99,512 | ||||
Chase Bank Line of Credit [Member] | |||||||
Line of credit facility maximum borrowing | $ 70,000 | ||||||
Proceeds from lines of credit | 0 | 49,066 | 49,320 | ||||
Repayments of lines of credit | 20,653 | 22,743 | 69,821 | ||||
Line of credit | 23,565 | 44,218 | 17,895 | ||||
Interest paid | 2,815 | 3,308 | 2,389 | ||||
Chase Bank Line of Credit [Member] | Minimum [Member] | |||||||
Variable interest rate | 6.25% | ||||||
Chase Bank Line of Credit [Member] | Maximum [Member] | |||||||
Variable interest rate | 7.25% | ||||||
PNC Bank Line of Credit [Member] | |||||||
Line of credit facility maximum borrowing | $ 100,000 | ||||||
Proceeds from lines of credit | 40,000 | 28,245 | 2,687 | ||||
Repayments of lines of credit | 15,983 | 71,558 | 13,493 | ||||
Line of credit | 62,321 | 38,304 | 81,617 | ||||
Interest paid | $ 2,407 | $ 5,481 | 4,918 | ||||
PNC Bank Line of Credit [Member] | Minimum [Member] | |||||||
Variable interest rate | 5.35% | ||||||
PNC Bank Line of Credit [Member] | Maximum [Member] | |||||||
Variable interest rate | 7.10% | ||||||
Regions Bank Loan [Member] | |||||||
Debt instrument monthly payment | $ 859 | ||||||
Interest rate | 5.50% | ||||||
Debt instrument face value | $ 45,000 | ||||||
Debt instrument principal payment | $ 11,616 | ||||||
Debt instrument interest payment | 342 | ||||||
Short term debt | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - Community Specialty Pharmacy, LLC [Member] - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Advances from - related party | $ 21,838 | |||
Contributed capital | 14,111 | |||
Accrued interest | 327 | $ 286 | ||
Ownership percentage | 100.00% | |||
Lease monthly payment | $ 2,000 | |||
Lease term | 5 years | |||
Rent expenses | $ 18,000 | 0 | $ 15,300 | |
Repairs and maintenance | $ 18,048 | |||
June 1, 2022 [Member] | ||||
Lease monthly payment | 2,000 | |||
Security deposit | ||||
Mr. Nik Panchal [Member] | ||||
Advances from - related party | $ 35,663 | |||
Interest rate | 1.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Community Specialty Pharmacy, LLC [Member] - USD ($) | Oct. 15, 2018 | Dec. 31, 2016 |
Ownership percentage | 100.00% | |
Subsequent Event [Member] | ||
Ownership percentage | 100.00% | |
Payment to acquired cash | $ 300,000 | |
Subsequent Event [Member] | Revocable Warrant [Member] | ||
Warrant purchase for common stock | 405,507 | |
Warrant exercisable term | 8 years | |
Strike price | $ 0.01 | |
Fair value of warrant | $ 170,313 | |
Subsequent Event [Member] | Promissory Note [Member] | ||
Debt instrument face amount | $ 300,000 | |
Interest rate | 10.00% | |
Debt instrument term | 36 months |