Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2018 | |
Document And Entity Information | |
Entity Registrant Name | TRXADE GROUP, INC. |
Entity Central Index Key | 0001382574 |
Document Type | S-1 |
Document Period End Date | Dec. 31, 2018 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business Flag | false |
Entity Emerging Growth Company | false |
Entity Ex Transition Period | false |
Trading Symbol | TRXD |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash | $ 869,557 | $ 183,914 |
Accounts Receivable, net | 433,627 | 319,467 |
Inventory | 79,966 | |
Prepaid Assets | 82,927 | 102,095 |
Other Assets | 2,000 | |
Total Current Assets | 1,466,077 | 607,476 |
Property Plant and Equipment, Net | 15,006 | |
Other Assets | ||
Deposits | 20,531 | 10,000 |
Goodwill | 725,973 | |
Total Assets | 2,227,587 | 617,476 |
Current Liabilities | ||
Accounts Payable | 400,544 | 106,084 |
Accrued Liabilities | 138,323 | 156,961 |
Short Term Notes Payable net of $0 and $152 discount | 10,587 | |
Short Term Convertible Notes Payable | 181,500 | |
Short term Convertible Notes Payable - Related Parties | 140,000 | 251,725 |
Total Current Liabilities | 860,367 | 525,357 |
Long Term Liabilities | ||
Convertible Notes Payable | 181,500 | |
Notes Payable - Related Parties | 522,552 | 222,552 |
Total Liabilities | 1,382,919 | 929,409 |
Shareholders' Equity (Deficit) | ||
Series A Preferred Stock, $0.00001 par value; 10,000,000 shares authorized; none issued and outstanding as of December 31, 2018 and December 31, 2017, respectively | ||
Common Stock, $0.00001 par value; 100,000,000 shares authorized; 33,285,827 and 31,985,827 shares issued and outstanding as of December 31, 2018 and 2017, respectively | 332 | 320 |
Additional Paid-in Capital | 8,955,411 | 7,807,860 |
Retained Deficit | (8,111,075) | (8,120,113) |
Total Shareholders' Equity (Deficit) | 844,668 | (311,933) |
Total Liabilities and Shareholders' Equity (Deficit) | $ 2,227,587 | $ 617,476 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Series A Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Series A Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Series A Preferred stock, shares issued | 0 | 0 |
Series A 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 | 33,285,827 | 31,985,827 |
Common stock, shares outstanding | 33,285,827 | 31,985,827 |
Short Term Notes Payable [Member] | ||
Short-term notes payable, discount | $ 0 | $ 152 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Revenues, net | $ 3,831,778 | $ 2,931,280 |
Cost of Sales | 449,049 | |
Gross Profit | 3,382,729 | 2,931,280 |
Operating Expenses | ||
General and Administrative | 3,470,345 | 2,536,185 |
Operating Income (Loss) | (87,616) | 395,095 |
Other Income | 161,639 | 67,500 |
Loss on Extinguishment of Debt | (7,444) | (16,556) |
Interest Expense | (57,541) | (157,056) |
Net Income | $ 9,038 | $ 288,983 |
Net Income per Common Share - Basic: | $ 0 | $ 0.01 |
Net Income per Common Share - Diluted: | $ 0 | $ 0.01 |
Weighted average Common Shares Outstanding Basic | 32,260,622 | 31,955,416 |
Weighted average Common Shares Outstanding Diluted | 34,958,502 | 34,086,251 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2016 | $ 316 | $ 7,260,723 | $ (8,409,096) | $ (1,148,057) | |
Balance, shares at Dec. 31, 2016 | 31,660,827 | ||||
Common Stock Issued for Cash | $ 3 | 249,997 | 250,000 | ||
Common Stock Issued for Cash, shares | 250,000 | ||||
Common Stock Issued for Services | $ 1 | 12,499 | 12,500 | ||
Common Stock Issued for Services, shares | 50,000 | ||||
Warrants Issued for debt Amendment | 16,556 | 16,556 | |||
Warrants Exercised | 250 | 250 | |||
Warrants Exercised, shares | 25,000 | ||||
Options Expense | 267,835 | 267,835 | |||
Net Income | 288,983 | 288,983 | |||
Balance at Dec. 31, 2017 | $ 320 | 7,807,860 | (8,120,113) | (311,933) | |
Balance, shares at Dec. 31, 2017 | 31,985,827 | ||||
Common Stock Issued for Cash | $ 12 | 799,988 | 800,000 | ||
Common Stock Issued for Cash, shares | 1,300,000 | ||||
Warrants Issued for debt Amendment | 7,444 | 7,444 | |||
Options Expense | 169,828 | 169,828 | |||
Warrants for Acquisition of Community Specialty Pharmacy, LLC | 170,291 | 170,291 | |||
Net Income | 9,038 | 9,038 | |||
Balance at Dec. 31, 2018 | $ 332 | $ 8,955,411 | $ (8,111,075) | $ 844,668 | |
Balance, shares at Dec. 31, 2018 | 33,285,827 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Activities: | ||
Net Income | $ 9,038 | $ 288,983 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Stock Issued for Services | 12,500 | |
Options expense | 169,828 | 267,835 |
Bad Debt Expense | 2,271 | 2,271 |
Loss on debt extinguishment | 7,444 | 16,556 |
Amortization of Debt Discount | 152 | 88,647 |
Changes in operating assets and liabilities: | ||
Accounts Receivable | (1,532) | (20,354) |
Prepaid Assets and Other Assets | 13,637 | (90,763) |
Inventory | (3,810) | |
Accounts Payable | 95,149 | (98,213) |
Accrued Liabilities and Other Liabilities | (18,791) | (293,521) |
Net Cash provided by operating activities | 273,386 | 171,670 |
Investing Activities: | ||
Purchase of Fixed Assets | (15,006) | |
Cash paid for acquisition of Community Specialty Pharmacy, LLC, net of cash received | (250,273) | |
Net Cash Used in Investing Activities | (265,279) | |
Financing Activities: | ||
Repayments of Promissory Note - Third Parties | (10,739) | (432,685) |
Repayments of Short Term Debt - Related Parties | (111,725) | |
Proceeds from Convertible Note - Related Parties | 180,000 | |
Proceeds from exercise of Warrants | 250 | |
Proceeds from Issuance of Common Stock | 800,000 | 250,000 |
Net Cash provided by financing activities | 677,536 | (2,435) |
Net increase in Cash | 685,643 | 169,235 |
Cash at Beginning of the Year | 183,914 | 14,679 |
Cash at End of the Year | 869,557 | 183,914 |
Supplemental Cash Flow Information | ||
Cash Paid for Interest | 36,970 | 71,210 |
Cash Paid for Income Taxes | ||
Non-Cash Transactions | ||
Related party note payable and warrants issued for acquisition of Community Specialty Pharmacy, LLC | 470,921 | |
Reclass from accrued interest to short term convertible notes | 16,500 | |
Arrangement to move related party Accounts Payable to Notes Payable | $ 32,552 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | NOTE 1 – ORGANIZATION Trxade Group, Inc. (“we”, “our”, “Trxade”, the “Company”) owns 100% of Trxade, Inc., Integra Pharma Solutions, LLC, Community Specialty Pharmacy, LLC and Alliance Pharma Solutions, LLC. The merger of Trxade, Inc. and Trxade Group, Inc. occurred in May 2013. Community Specialty Pharmacy was acquired October 2018. Trxade, Inc. operates a web-based market platform that enables commerce among healthcare buyers and sellers of pharmaceuticals, accessories and services. Integra Pharma Solutions, LLC is a licensed pharmaceutical wholesaler and sells brand, generic and non-drug products. Community Specialty Pharmacy, LLC is an accredited independent retail pharmacy with a focus on specialty medications. The company operates with innovative pharmacy model which offers home delivery services to any patient thereby providing convenience. Alliance Pharma Solutions, LLC has developed same day Pharma delivery software – Delivmeds.com and invested in SyncHealth MSO, LLC a managed services organization in January 2019. (See Note 13). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying financial statements. Basis of Presentation – Historically, operations have been funded primarily through the sale of equity or debt securities and operating activities. In 2018, the Company renewed outstanding debt (See Note 3 and 4), raised capital (See Note 5) and had positive operating cash flow from operations. The Company has the ability to maintain the current level of spending or reduce expenditures to maintain operations if funding is not available. Use of Estimates – In preparing these financial statements, management is required to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Reclassification – Certain prior year amounts have been reclassified to conform to the current year presentation. Principle of Consolidation – The Company’s consolidated financial statements include the accounts of Trxade Group, Inc., Trxade, Inc., Integra Pharma Solutions, Inc., Alliance Pharma Solutions, LLC and Community Specialty Pharmacy, LLC. All significant intercompany accounts and transactions have been eliminated. Cash and Cash Equivalents – Cash in bank accounts are at risk to the extent that they exceed U.S. Federal Deposit Insurance Corporation insured amounts. All investments purchased with a maturity of three months or less are cash equivalents. Cash and cash equivalents are available on demand and are generally within of FDIC insurance limits for 2018. Accounts Receivable – The Company’s receivables are from customers and are collected within 90 days. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. During the years ended December 31, 2018 and 2017, $2,271 of bad debt expense and $0 of recovery of bad debt was recognized, respectively. 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. Beneficial Conversion Features – The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative value of detachable instruments included in the financing transaction, if any, to the fair value of the common shares at the commitment date to be received upon conversion. Derivative financial instruments – The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a Black-Scholes option pricing model, assuming maximum value, in accordance with ASC 815-15 “Derivative and Hedging” to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. Fair Value of Financial Instruments – The Company measures its financial assets and liabilities in accordance with the requirements of FASB ASC 820, “Fair Value Measurements and Disclosures”. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. The carrying amounts of cash, accounts receivable, accounts payable, accrued liabilities and short-term debt approximate fair value because of the short-term nature of these instruments. The carrying amount of long-term debt approximates fair value because the debt is based on current rates at which the Company could borrow funds with similar maturities. Goodwill – The Company accounts for goodwill and intangible assets in accordance with ASC 350 “Intangibles Goodwill and Other”. ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. The Company performed impairment analysis using the qualitative analysis under ASC 350-20 and noted no impairment issues for 2018. Revenue Recognition – In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09 (Topic 606) “Revenue from Contracts with Customers.” Topic 606 supersedes the revenue recognition requirements in Accounting Standards Codification Topic 605, “Revenue Recognition”, and requires entities to recognize revenue when they transfer control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The Company adopted ASU 2014-09 using the modified retrospective approach effective January 1, 2018, under which prior periods were not retrospectively adjusted. The adoption of Topic 606 does not have a material impact to our consolidated financial statements, including the presentation of revenues in our Consolidated Statements of Operations. Trxade, Inc. provides an online website service, a buying and selling marketplace for licensed Pharmaceutical Wholesalers to sell products and services to licensed Pharmacies. The Company charges Suppliers a transaction fee, a percentage of the purchase price of the Prescription Drugs and other products sold through its website service. The fulfillment of confirmed orders, including delivery and shipment of Prescription Drugs and other products, is the responsibility of the Supplier and not of the Company. The Company holds no inventory and assumes no responsibility for the shipment or delivery of any products or services from our website. The Company considers itself an agent for this revenue stream and as such, reports revenue as net. Step One: Identify the contract with the customer – Trxade, Inc.’s Terms and Use Agreement is acknowledged between the Wholesaler and Trxade, Inc. which outlines the terms and conditions. The collection is probable based on the credit evaluation of the Wholesaler. Step Two: Identify the performance obligations in the contract – The Company provides to the Supplier access to the online website, uploading of catalogs of products and Dashboard access to review status of inventory posted and processed orders. The Agreement requires the supplier to provide a catalog of pharmaceuticals for posting on the platform, deliver the pharmaceuticals and upon shipment remit the stated platform fee. Step Three: Determine the transaction price – The Fee Agreement outlines the fee based on the type of product, generic, brand or non-drug. There are no discounts for volume of transactions or early payment of invoices. Step Four: Allocate the transaction price – The Fee Agreement outlines the fee. There is no difference between contract price and “stand-alone selling price”. Step Five: Recognize revenue when or as the entity satisfies a performance obligation – Revenue is recognized the day the order has been processed by the Supplier. Integra Pharma Solutions, LLC is a licensed wholesaler and sells to licensed pharmacies brand, generic and non-drug products. The Company takes orders for product and creates invoices for each order and recognizes revenue at the time the Customer receives the product. Customer returns are not material. Step One: Identify the contract with the customer – The Company requires that an application and a credit card for payment is completed by the Customer prior to the first order. Each transaction is evidenced by an order form sent by the customer and an invoice for the product is sent by the Company. The collection is probable based on the application and credit card information provided prior to the first order. Step Two: Identify the performance obligations in the contract – Each order is distinct and evidenced by the shipping order and invoice. Step Three: Determine the transaction price – The consideration is variable if product is returned. The variability is determined based on the return policy of the product manufacturer. There are no sales or volume discounts. The transaction price is determined at the time of the order evidenced by the invoice. Step Four: Allocate the transaction price – There is no difference between contract price and “stand-alone selling price”. Step Five: Recognize revenue when or as the entity satisfies a performance obligation - The Revenue is recognized when the Customer receives the product. Community Specialty Pharmacy, LLC is in the retail pharmacy business. The Company fills prescriptions for drugs written by a doctor and recognizes revenue at the time the patient confirms delivery of the prescription. Customer returns are not material. Step One: Identify the contract with the customer – The prescription is written by a doctor for a Customer and delivered to the Company. The prescription identifies the performance obligations in the contract. The Company fills the prescription and delivers to the Customer the prescription, fulfilling the contract. The collection is probable because there is confirmation that the customer has insurance for the reimbursement to the Company prior to filling of the prescription. Step Two: Identify the performance obligations in the contract – Each prescription is distinct to the Customer. Step Three: Determine the transaction price – The consideration is not variable. The transaction price is determined to be the price of the prescription at the time of delivery which considers the expected reimbursements from third party payors (e.g., pharmacy benefit managers, insurance companies and government agencies). Step Four: Allocate the transaction price – The price of the prescription invoiced represents the expected amount of reimbursement from third party payors. There is no difference between contract price and “stand-alone selling price”. Step Five: Recognize revenue when or as the entity satisfies a performance obligation – Revenue is recognized upon the delivery of the prescription. Cost of Goods Sold – The company recognized cost of goods sold in 2018 from activities in Integra Pharma Solutions, LLC and Community Specialty Pharmacy, LLC, which were not active in 2017. Stock-Based Compensation – The Company accounts for stock-based compensation to non-employees in accordance with the provision of ASC 505, “Equity Based Payments to Non-Employees” (“ASC 505”), which requires that such equity instruments are recorded at their fair value on the measurement date. The measurement of stock-based compensation is subject to periodic adjustment as the underlying instruments vest. The Company accounts for stock-based compensation to employees in accordance with ASC 718, “Compensation-Stock Compensation”. ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. Stock option forfeitures are recognized at the date of employee termination. Income Taxes – The Company accounts for income taxes utilizing ASC 740, “Income Taxes” (SFAS No. 109). 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. Measurement of current and deferred tax liabilities and assets is based on provisions of enacted tax law. The effects of future changes in tax rates are not included in the measurement. The Company recognizes the amount of taxes payable or refundable for the current year and recognizes deferred tax liabilities and assets for the expected future tax consequences of events and transactions that have been recognized in the Company’s financial statements or tax returns. The Company currently has substantial net operating loss carry forwards. The Company has recorded a 100% valuation allowance against net deferred tax assets due to uncertainty of their ultimate realization. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Tax years from 2015 forward are open to examination by the Internal Revenue Service. Income (loss) Per Share – Basic net income (loss) per common share is computed by dividing net loss available to Common 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 dilutive. The treasury stock method and as if converted methods are used to determine the dilutive shares for our options and warrants and convertible notes, respectively. The following table sets forth the computation of basic and diluted income per common share for the years ended December 31, 2018 and 2017: December 31, 2018 December 31, 2017 Numerator: Net Income $ 9,038 $ 288,983 Numerator for basic and diluted income available to common shareholders $ 9,038 $ 288,983 Denominator: Denominator for basic income per common share – Weighted average common shares outstanding 32,260,622 31,955,416 Dilutive effect of Common Stock Equivalents 2,697,880 2,130,835 Denominator for diluted income per common share – adjusted weighted average common shares outstanding 34,958,502 34,086,251 Basic and Diluted income per common share $ 0.00 $ 0.01 Concentration of Credit Risks and Major Customers - Financial instruments that potentially subject the company to credit risk consist principally of cash and cash equivalents and receivables. The Company places its cash and cash equivalents with financial institutions. Deposits are insured to Federal Deposit Insurance Corp limits. During the years ended December 31, 2018 and 2017, sales to two customers each represent greater than 10% of revenue. Recent Accounting Pronouncements – The Company has implemented all new relevant accounting pronouncements that are in effect through the date of these financial statements. The pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial position or results of operations. In February 2016, the FASB issued ASU 2016-02, Leases, which will amend current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company adopted the provisions of this ASU at January 1, 2019. |
Short-term Debt and Related Par
Short-term Debt and Related Parties Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Short-term Debt and Related Parties Debt | NOTE 3 – SHORT-TERM DEBT AND RELATED PARTIES 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. The Company used 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 was recorded. 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. In April 2017, $165,000 in convertible promissory notes (plus $5,500 in interest) was amended. A two-year extension was executed on the remaining notes and the interest owed, totaling $16,500 became part of the adjusted principal of the notes and the balance of $181,500 is due May 2019. The conversion price was adjusted to $0.85 per share. In connection with the two-year extension of the maturity date of the outstanding notes, the holders of the notes were granted warrants to purchase 18,150 shares of Common Stock that was issued at a strike price of $0.65 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 $11,512. 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 the conversion was not beneficial and a total debt discount from the issued warrants of $53,546 was recorded in 2015 and $0 as of the date of the debt modification. During 2017, debt discount of $0 was amortized. As of December 31, 2018 and 2017, short-tern convertible note has a balance of $181,500 and $0 respectively, net of $0 unamortized debt discount. Promissory Note In May 2016, a promissory note that was issued in May 2015 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 2016, a debt discount of $45,000 was amortized. As of December 31, 2016, the promissory note has a balance of $250,000 with an unamortized debt discount of $15,000. During 2017 the debt discount of $15,000 was fully amortized and the balance of $250,000 was paid. In October 2016, a promissory note was issued in the face amount of $47,000. The term of the note was one year. Payments are made daily and $3,917 of principal was paid in 2016. At December 31, 2016 the balance was $43,083. In 2017 $43,083 of principal was paid and at December 31, 2017 the balance was $0. 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 December 31, 2016, $139,602 was classified as short term with a discount of $25,306 and $10,739 was classified as long term with a discount of $152. Payments are made each weekday in the amount of $537. In 2017, $139,602 was paid off by cash and debt discount of $25,306 was amortized. As of December 31, 2017, short term promissory notes have a balance of $10,739, net of $152 unamortized debt discount. In 2018, $10,739 was paid off by cash and the debt discount of $152 was amortized. As of December 31, 2018, short term promissory notes have a balance of $0, net of $0 unamortized debt discount. Related Party Convertible Promissory Notes In August 2016, $40,000 in promissory notes were issued to Mr. Shilpa Patel, a relative of Mr. Prashant Patel. 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 August 2017, $40,000 in convertible promissory notes was amended. A one-year extension was executed to August 2018. In connection with the one-year extension of the maturity date of the outstanding notes, the holder of the notes was granted warrants to purchase 10,000 shares of Common Stock that was issued at a strike price of $0.80 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 $5,044. In August 2018, $40,000 in convertible promissory notes was amended. A one-year extension was executed to August 2019. In connection with the one-year extension of the maturity date of the outstanding notes, the holder of the notes was granted warrants to purchase 10,000 shares of Common Stock that was issued at a strike price of $0.50 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 $7,444. 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 $0 was recorded as of the grant date. In September and October 2016, convertible promissory notes were issued in the aggregate amount of $211,725 to a related party, Mr. Nitel Patel, the brother of Mr. Prashant Patel. The term of the notes was one year. Simple interest of 10% is payable at the maturity date of the notes. Prior to maturity the notes may be converted for Common Stock at a conversion price of $0.62. In connection with the notes, the holders of the notes were granted warrants to purchase 52,861 shares of Common Stock. These warrants were issued at a strike price of $0.62 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 the beneficial feature was not beneficial and a total debt discount of $65,390 due to the warrants was recorded as of the grant date. In April 2017, a $61,725 related party note was renewed for a one-year extension at the same interest rate of 10%, due April 2018. In April 2018, $61,725 was paid in cash for full payment. In September 2017, a $150,000 related party note was renewed for a six-month extension at the same interest rate of 10%, due in February 2018. In February 2018, $100,000 of the related party note was extended to July 2018 and then renewed for a year extension at the same interest rate of 10%, due July 2019. The remaining $50,000 was paid in cash in February 2018. During 2017, the remaining debt discount of $48,341 was fully amortized. As of December 31, 2017, the short-term related party convertible notes had a principal balance of $251,725, net of an unamortized debt discount of $0. As of December 31, 2018, the short-term related party convertible notes had a principal balance of $140,000, net of an unamortized debt discount of $0. Related Party Promissory Note In November 2016, Mr. Prashant Patel loaned the Company $10,000. The term of the loan is 90 days and is at zero percent interest. The balance at December 31, 2016 was $10,000. In February 2017, $7,280 of accounts payable to Mr. Patel was added to the loan. The term of the loan was extended for 90 days and is at zero interest rate. An additional $25,272 of accounts payable was added to the loan in the second quarter and the balance of $42,552 was converted to long-term debt in July 2017 and will mature in July 2020. (See Note 4). |
Long Term Debt
Long Term Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long Term Debt | NOTE 4 – LONG TERM DEBT In 2017, there are $181,500 in convertible promissory notes due in May 2019 as described in Note 3. Related Party Promissory Notes In June 2017, the Company satisfied an outstanding promissory note, dated May 8, 2016, as amended, in the principal amount of $250,000 (the “NPR Note”), made by between the Company and NPR INVESTMENT GROUP, LLC (the “Lender”). The NPR Note included a personal guarantee from Suren Ajjarapu and Prashant Patel, who both serve on the Board of Directors of the Company and are controlling stockholders of the Company. Further, Mr. Ajjarapu is the CEO and President of the Company and Mr. Patel is Vice Chairman and Executive Director of Strategy. In connection with the foregoing satisfaction of the NPR Note above, the Company received funds in June 2017 and entered into a promissory note agreement on July 1, 2017, whereby the Company borrowed $100,000 and $80,000 from Sansur Associates, LLC, a limited liability company controlled by Mr. Ajjarapu, and Mr. Patel, respectively (the “Promissory Notes”). The term of each of these Notes is three years and they each bear interest at 6%, which is payable annually. The note due to Mr. Patel is $ 122,552. It comprises $80,000 for the NPR note, $17,280 for an existing promissory note and $25,272 assumption of credit card obligation related to business expenses of the Company. In October 2018 in connection with the acquisition of Community Specialty Pharmacy, LLC a $300,000 promissory note was issued to Nikul Panchal, accruing interest a simple interest of 10%, interest payable annually, and principal payable at maturity on October 15, 2021. At December 31, 2018 and 2017, total related party long term debt was $522,552 and $222,552, respectively. Future maturities of long-term debt in the next five years are as follows: Due in 2020 $ 222,552 Due in 2021 $ 300,000 Due in 2022 $ - Due in 2023 $ - Total Debt $ 522,052 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 5 – STOCKHOLDERS’ EQUITY 2017 In January 2017, under a Private Offer Memorandum, 250,000 shares of Common Stock were issued for $250,000 cash. The Common Stock was sold at $1.00 per share. In connection with this Common Stock offering, warrants to purchase 87,500 shares of Common Stock were issued with a strike price of $0.01 and an expiration date of five years. In February 2017, 25,000 shares were issued when warrants were exercised at $0.01 grant price for $250. In March 2017, 50,000 shares were issued for services performed for the Company and valued at fair value of $12,500. 2018 In July 2018, under a Private Offer Memorandum, 300,000 shares of Common Stock were issued for $300,000 cash. The Common Stock was sold at $1.00 per share. In connection with this Common Stock offering, warrants to purchase 161,538 shares of Common Stock were issued with a strike price of $0.01 and an expiration date of five years. In November 2018, under a Private Offer Memorandum, 1,000,000 shares of Common Stock were issued for $500,000 cash. The Common Stock was sold at $0.50 per share. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2018 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | NOTE 6 - WARRANTS In 2017, 87,500 warrants were issued related to common shares sold for cash (See Note 5). Likewise, 28,150 were issued for renewal of convertible debt (see Note 3) and 25,000 warrants were exercised. No warrants were forfeited in 2017. In 2018, 161,538 warrants were issued related to common shares sold for cash (see Note 5), 10,000 were issued for renewal of convertible debt (see Note 3), 405,507 were issued related to the acquisition of Community Specialty Pharmacy, LLC, none were exercised and 435,000 were forfeited. The following table summarizes the assumptions used to estimate the fair value of warrants granted during the years ended December 31, 2018 and 2017: 2018 2017 Expected dividend yield 0 % 0 % Weighted-average expected volatility 231-632 % 200 % Weighted-average risk-free interest rate 2.55-2.75 % 1.81-1.84 % Expected life of warrants 5-8 years 5 years The Company’s outstanding and exercisable warrants as of December 31, 2018 and 2017 are presented below: Number Outstanding Weighted Average Exercise Price Contractual Life in Years Intrinsic Value Warrants Outstanding as of December 31, 2016 2,647,446 $ 0.24 4.24 $ 930,751 Warrants granted 115,650 $ 0.18 5.0 - Warrants forfeited - - - - Warrants exercised (25,000 ) $ 0.01 - - Warrants Outstanding as of December 31, 2017 2,738,096 $ 0.24 3.28 $ 937,567 Warrants granted 577,045 $ 0.02 7.11 Warrants forfeited (435,000 ) - - - Warrants exercised - - - - Warrants Outstanding as of December 31, 2018 2,880,141 $ 0.08 3.74 $ 782,385 |
Options
Options | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Options | NOTE 7 - OPTIONS The Company maintains a stock option plan under which certain employees and management are awarded option grants based on a combination of performance and tenure. All options may be exercised for a period up to four ½ years following the grant date, after which they expire. Options are vested up to 5 years from the grant date. The Board has authorized the use of 2,000,000 shares for option grants. Stock options were granted during 2018 and 2017 to employees totaling, 560,400 and 263,846 respectively. These options vest over a period of 4 to 5 years, are granted with an exercise price of between $0.41 and $1.02 per share and have a term of 10 years. The last options expire April 2028. Under the Black-Scholes option price model, fair value of the options granted in 2018 and 2017 were $278,358 and $169,100, respectfully. In April 2017, 253,846 options were granted with an exercise price of $0.65 and a term of 10 years from the grant date. The options vest over a period of one and four years. In April 2017, four option grants, totaling 650,000 options, were amended to extend the exercise terms to 10 years from the date of grant. Incremental option expense recognized as a result of the amendment amounted to $69,611. In April 2018, 560,400 options were granted with an exercise price of $0.50 and a term of 10 years from the grant date. The options vest over a period of four to five years. The Company uses the Black-Scholes option pricing model to estimate the fair value of stock-based awards on the date of grant. The following table summarizes the assumptions used to estimate the fair value of stock options granted during the years ended December 31, 2018 and 2017: 2018 2017 Expected dividend yield 0 % 0 % Weighted-average expected volatility 192-265 % 200 % Weighted-average risk-free interest rate 2.08-2.73 % 1.92 % Expected life of warrants 4-5 years 4.74 -7.50 years Total compensation cost related to stock options was $169,828 and $267,835 for the years ended December 31, 2018 and 2017, respectively. As of December 31, 2018, there was $192,007 of unrecognized compensation costs related to stock options, which is expected to be recognized over a weighted average period of 6.98 years. The following table represents stock option activity for the two years ended December 31, 2018: Number Outstanding Weighted Average Exercise Price Contractual Life in Years Intrinsic Value Options Outstanding as of December 31, 2016 1,044,500 $ 0.92 3.38 $ - Options Exercisable as of December 31, 2016 584,000 $ 1.05 3.02 Options granted 263,846 0.64 9.05 - Options forfeited (35,000 ) 1.02 8.25 - Options expired (75,000 ) 1.13 4.54 - Options Outstanding as of December 31, 2017 1,197,846 $ 0.97 6.96 $ - Options Exercisable as of December 31, 2017 781,300 $ 1.02 6.30 $ - Options granted 560,400 0.50 9.26 Options forfeited (25,400 ) 0.46 9.06 Options expired - - - - Options Outstanding as of December 31, 2018 1,732,846 $ 1.19 6.98 $ - Options Exercisable as of December 31, 2018 1,107,259 $ 0.96 5.91 $ - |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 8 – INCOME TAXES On December 22, 2017 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018. The statutory tax rate is the percentage imposed by law; the effective tax rate is the percentage of income actually paid by a company after taking into account tax deductions, exemptions, credits and operating loss carry forwards. At December 31, 2018 and 2017 deferred tax assets consist of the following: December 31, 2018 December 31, 2017 Federal loss carry forwards $ 922,850 $ 963,833 Less: valuation allowance (922,850 ) (963,833 ) $ - $ - The Company has established a valuation allowance equal to the full amount of the deferred tax asset primarily due to uncertainty in the utilization of the net operating loss carry forwards. The estimated net operating loss carry forwards of approximately $4,400,000 will be available based on the new carryover rules in section 172(a) passed with the Tax Cuts and Jobs Acts. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Parties | NOTE 9 – RELATED PARTIES In January 2017 Mr. Ajjarapu and Mr. Patel suspended their executive salaries of $165,000 and $125,000, for a period of five and six months, respectively. In January 2018, Mr. Ajjarapu and Mr. Patel’s executive salaries were amended to $200,000 and $150,000, respectively. All of our executives are at-will employees or consultants. Each of Messrs. Ajjarapu and Patel are parties to an at-will executive employment agreement. The Company owed management wages to Mr. Prashant Patel at December 31, 2018 of $0 and December 31, 2017 of $62,500, respectively. In October 2018 in connection with the acquisition of Community Specialty Pharmacy, LLC a $300,000 promissory note was issued to Nikul Panchal, accruing interest a simple interest of 10%, interest payable annually, and principal payable at maturity on October 15, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 10 – COMMITMENTS AND CONTINGENCIES The Company leases two premises in Land O’ Lakes, Florida under an operating lease that expires in 2021 and in Tampa, Florida under an operating lease that expires in 2023. Future minimum rental payments under these non-cancelable operating leases as of December 31, 2018 are: 2019 $ 156,024 2020 $ 160,709 2021 $ 165,506 2022 $ 49,080 2023 $ 41,934 Total $ 573,253 |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting | NOTE 11 – SEGMENT REPORTING The Company classifies its business interests into reportable segments which are Trxade, Inc., Community Specialty Pharmacy, LLC, and Other. Operating segments are defined as the components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessi ng performance. Our chief operating decision makers direct the allocation of resources to operating segments based on the profitability, cash flows, and growth opportunities of each respective segment. Year Ended December 31, 2018 Trxade, Inc. Community Specialty Pharmacy, LLC Other Revenue $ 3,407,822 $ 395,418 $ 28,538 Gross Profit $ 3,407,822 $ (34,971 ) $ 9,878 Segment Assets $ 822,412 $ 112,123 $ 1,293,052 Segment Profit/Loss $ 1,371,615 $ (116,588 ) $ (1,245,989 ) The Company had no reportable segments in 2017. See Note 12. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combination | NOTE 12 – BUSINESS COMBINATION On October 15, 2018, the Company entered into and consummated the purchase of 100% of the equity interests of Community Specialty Pharmacy, LLC, a Florida limited liability company, (“CSP”), pursuant to the terms and conditions of the Membership Interest Purchase Agreement, entered into by and among the Company as the buyer, and CSP, and Nikul Panchal, the equity owner of CSP (collectively, the “Seller”). The purchase price for the 100% equity interest in CSP was $300,000 in cash, a promissory note issued by the Company of $300,000 (see Note 4), and warrants to purchase 405,507 shares of the Common Stock of the Company which vested at the acquisition date, are exercisable for eight (8) years from the issuance date at a strike price of $0.01 per share, and subject to exercise restrictions which lapse over a period of three (3) years. The Company recorded the acquisition under the guidance of ASC 805 “Business Combinations”. All the assets acquired and liabilities assumed are recorded at their corresponding fair values. The excess of the purchase price over the net assets acquired resulted in goodwill of $725,973. The following table is a summary of the allocation of the purchase price of $770,291 consisting of $300,000 in cash, a promissory note from the Company of $300,000, and the fair value for the warrants issued calculated under the Black-Scholes calculation at $170,291. Purchase Price Allocation Purchase Price $ 770,291 Cash (49,728 ) Accounts Receivable (114,899 ) Inventory (76,156 ) Prepaid (3,000 ) Accounts Payable 199,312 Accrued Expenses 153 Goodwill $ 725,973 The accompanying unaudited pro forma combined statements of operations presents the accounts of Trxade and CSP for the years ended December 31, 2018 and 2017, respectively, assuming the acquisition occurred on January 1, 2017. 2018 Summary Statement of Operations Trxade CSP Combined Revenue $ 3,436,360 $ 2,387,636 $ 5,823,996 Net Income (Loss) $ 125,626 $ (6,723 ) $ 118,903 Net Income per common share – basic $ 0.00 $ 0.00 Net Income per common share - diluted $ 0.00 $ 0.00 Weighted average common shares - basic 32,260,622 32,260,622 Weighted average common shares - diluted 34,958,502 34,958,502 2017 Summary Statement of Operations Trxade CSP Combined Revenue $ 2,931,280 $ 2,633,914 $ 5,565,194 Net Income (Loss) $ 288,983 $ (63,132 ) $ 225,851 Net Income per common share – basic $ 0.01 $ 0.01 Net Income per common share - diluted $ 0.01 $ 0.01 Weighted average common shares - basic 31,955,416 31,955,416 Weighted average common shares - diluted 34,086,251 34,086,251 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 13 – SUBSEQUENT EVENTS In January 2019, Trxade Group, Inc. through its wholly owned subsidiary Alliance Pharma Solution, LLC (“Alliance”) entered into a transaction to form SyncHealth MSO, LLC (“SyncHealth”). It will be owned by PanOptic Health, LLC (“PanOptic”) and Alliance. Alliance will transfer $250,000 for the acquisition of the remaining 49% and the option to acquire the remaining ownership from PanOptic shareholders. Pursuant to the operating agreement PanOptic initially owns 70% of SyncHealth and Alliance owns 30%; however, pursuant to the Letter Agreement, PanOptic will transfer to Alliance an additional 6% of the SyncHealth units on May 1, 2019, an additional 6% on August 1, 2019, an additional 7% on November 1, 2019 and at Alliance’s option, the balance of 51% on January 31, 2020. The Company has transferred $250,000 and has a 30% equity interest. In February 2019, convertible promissory notes issued in 2015 for $150,000 were amended to reduce the conversion price from $0.85 to $0.50 and the remaining principal and accrued interest total of $211,983 were converted to 423,966 common shares. In February 2019, 16,666 of warrants issued in 2014 at $0.01 were converted for $166 to 16,666 of common shares. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation – Historically, operations have been funded primarily through the sale of equity or debt securities and operating activities. In 2018, the Company renewed outstanding debt (See Note 3 and 4), raised capital (See Note 5) and had positive operating cash flow from operations. The Company has the ability to maintain the current level of spending or reduce expenditures to maintain operations if funding is not available. |
Use of Estimates | Use of Estimates – In preparing these financial statements, management is required to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Reclassification | Reclassification – Certain prior year amounts have been reclassified to conform to the current year presentation. |
Principle of Consolidation | Principle of Consolidation – The Company’s consolidated financial statements include the accounts of Trxade Group, Inc., Trxade, Inc., Integra Pharma Solutions, Inc., Alliance Pharma Solutions, LLC and Community Specialty Pharmacy, LLC. All significant intercompany accounts and transactions have been eliminated. |
Cash and Cash Equivalents | Cash and Cash Equivalents – Cash in bank accounts are at risk to the extent that they exceed U.S. Federal Deposit Insurance Corporation insured amounts. All investments purchased with a maturity of three months or less are cash equivalents. Cash and cash equivalents are available on demand and are generally within of FDIC insurance limits for 2018. |
Accounts Receivable | Accounts Receivable – The Company’s receivables are from customers and are collected within 90 days. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. During the years ended December 31, 2018 and 2017, $2,271 of bad debt expense and $0 of recovery of bad debt was recognized, respectively. |
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. |
Beneficial Conversion Features | Beneficial Conversion Features – The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative value of detachable instruments included in the financing transaction, if any, to the fair value of the common shares at the commitment date to be received upon conversion. |
Derivative Financial Instruments | Derivative financial instruments – The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a Black-Scholes option pricing model, assuming maximum value, in accordance with ASC 815-15 “Derivative and Hedging” to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments – The Company measures its financial assets and liabilities in accordance with the requirements of FASB ASC 820, “Fair Value Measurements and Disclosures”. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. The carrying amounts of cash, accounts receivable, accounts payable, accrued liabilities and short-term debt approximate fair value because of the short-term nature of these instruments. The carrying amount of long-term debt approximates fair value because the debt is based on current rates at which the Company could borrow funds with similar maturities. |
Goodwill | Goodwill – The Company accounts for goodwill and intangible assets in accordance with ASC 350 “Intangibles Goodwill and Other”. ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. The Company performed impairment analysis using the qualitative analysis under ASC 350-20 and noted no impairment issues for 2018. |
Revenue Recognition | Revenue Recognition – In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09 (Topic 606) “Revenue from Contracts with Customers.” Topic 606 supersedes the revenue recognition requirements in Accounting Standards Codification Topic 605, “Revenue Recognition”, and requires entities to recognize revenue when they transfer control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The Company adopted ASU 2014-09 using the modified retrospective approach effective January 1, 2018, under which prior periods were not retrospectively adjusted. The adoption of Topic 606 does not have a material impact to our consolidated financial statements, including the presentation of revenues in our Consolidated Statements of Operations. Trxade, Inc. provides an online website service, a buying and selling marketplace for licensed Pharmaceutical Wholesalers to sell products and services to licensed Pharmacies. The Company charges Suppliers a transaction fee, a percentage of the purchase price of the Prescription Drugs and other products sold through its website service. The fulfillment of confirmed orders, including delivery and shipment of Prescription Drugs and other products, is the responsibility of the Supplier and not of the Company. The Company holds no inventory and assumes no responsibility for the shipment or delivery of any products or services from our website. The Company considers itself an agent for this revenue stream and as such, reports revenue as net. Step One: Identify the contract with the customer – Trxade, Inc.’s Terms and Use Agreement is acknowledged between the Wholesaler and Trxade, Inc. which outlines the terms and conditions. The collection is probable based on the credit evaluation of the Wholesaler. Step Two: Identify the performance obligations in the contract – The Company provides to the Supplier access to the online website, uploading of catalogs of products and Dashboard access to review status of inventory posted and processed orders. The Agreement requires the supplier to provide a catalog of pharmaceuticals for posting on the platform, deliver the pharmaceuticals and upon shipment remit the stated platform fee. Step Three: Determine the transaction price – The Fee Agreement outlines the fee based on the type of product, generic, brand or non-drug. There are no discounts for volume of transactions or early payment of invoices. Step Four: Allocate the transaction price – The Fee Agreement outlines the fee. There is no difference between contract price and “stand-alone selling price”. Step Five: Recognize revenue when or as the entity satisfies a performance obligation – Revenue is recognized the day the order has been processed by the Supplier. Integra Pharma Solutions, LLC is a licensed wholesaler and sells to licensed pharmacies brand, generic and non-drug products. The Company takes orders for product and creates invoices for each order and recognizes revenue at the time the Customer receives the product. Customer returns are not material. Step One: Identify the contract with the customer – The Company requires that an application and a credit card for payment is completed by the Customer prior to the first order. Each transaction is evidenced by an order form sent by the customer and an invoice for the product is sent by the Company. The collection is probable based on the application and credit card information provided prior to the first order. Step Two: Identify the performance obligations in the contract – Each order is distinct and evidenced by the shipping order and invoice. Step Three: Determine the transaction price – The consideration is variable if product is returned. The variability is determined based on the return policy of the product manufacturer. There are no sales or volume discounts. The transaction price is determined at the time of the order evidenced by the invoice. Step Four: Allocate the transaction price – There is no difference between contract price and “stand-alone selling price”. Step Five: Recognize revenue when or as the entity satisfies a performance obligation - The Revenue is recognized when the Customer receives the product. Community Specialty Pharmacy, LLC is in the retail pharmacy business. The Company fills prescriptions for drugs written by a doctor and recognizes revenue at the time the patient confirms delivery of the prescription. Customer returns are not material. Step One: Identify the contract with the customer – The prescription is written by a doctor for a Customer and delivered to the Company. The prescription identifies the performance obligations in the contract. The Company fills the prescription and delivers to the Customer the prescription, fulfilling the contract. The collection is probable because there is confirmation that the customer has insurance for the reimbursement to the Company prior to filling of the prescription. Step Two: Identify the performance obligations in the contract – Each prescription is distinct to the Customer. Step Three: Determine the transaction price – The consideration is not variable. The transaction price is determined to be the price of the prescription at the time of delivery which considers the expected reimbursements from third party payors (e.g., pharmacy benefit managers, insurance companies and government agencies). Step Four: Allocate the transaction price – The price of the prescription invoiced represents the expected amount of reimbursement from third party payors. There is no difference between contract price and “stand-alone selling price”. Step Five: Recognize revenue when or as the entity satisfies a performance obligation – Revenue is recognized upon the delivery of the prescription. |
Cost of Goods Sold | Cost of Goods Sold – The company recognized cost of goods sold in 2018 from activities in Integra Pharma Solutions, LLC and Community Specialty Pharmacy, LLC, which were not active in 2017. |
Stock-based Compensation | Stock-Based Compensation – The Company accounts for stock-based compensation to non-employees in accordance with the provision of ASC 505, “Equity Based Payments to Non-Employees” (“ASC 505”), which requires that such equity instruments are recorded at their fair value on the measurement date. The measurement of stock-based compensation is subject to periodic adjustment as the underlying instruments vest. The Company accounts for stock-based compensation to employees in accordance with ASC 718, “Compensation-Stock Compensation”. ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. Stock option forfeitures are recognized at the date of employee termination. |
Income Taxes | Income Taxes – The Company accounts for income taxes utilizing ASC 740, “Income Taxes” (SFAS No. 109). 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. Measurement of current and deferred tax liabilities and assets is based on provisions of enacted tax law. The effects of future changes in tax rates are not included in the measurement. The Company recognizes the amount of taxes payable or refundable for the current year and recognizes deferred tax liabilities and assets for the expected future tax consequences of events and transactions that have been recognized in the Company’s financial statements or tax returns. The Company currently has substantial net operating loss carry forwards. The Company has recorded a 100% valuation allowance against net deferred tax assets due to uncertainty of their ultimate realization. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Tax years from 2015 forward are open to examination by the Internal Revenue Service. |
Income (loss) Per Share | Income (loss) Per Share – Basic net income (loss) per common share is computed by dividing net loss available to Common 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 dilutive. The treasury stock method and as if converted methods are used to determine the dilutive shares for our options and warrants and convertible notes, respectively. The following table sets forth the computation of basic and diluted income per common share for the years ended December 31, 2018 and 2017: December 31, 2018 December 31, 2017 Numerator: Net Income $ 9,038 $ 288,983 Numerator for basic and diluted income available to common shareholders $ 9,038 $ 288,983 Denominator: Denominator for basic income per common share – Weighted average common shares outstanding 32,260,622 31,955,416 Dilutive effect of Common Stock Equivalents 2,697,880 2,130,835 Denominator for diluted income per common share – adjusted weighted average common shares outstanding 34,958,502 34,086,251 Basic and Diluted income per common share $ 0.00 $ 0.01 |
Concentration of Credit Risks and Major Customers | Concentration of Credit Risks and Major Customers - Financial instruments that potentially subject the company to credit risk consist principally of cash and cash equivalents and receivables. The Company places its cash and cash equivalents with financial institutions. Deposits are insured to Federal Deposit Insurance Corp limits. During the years ended December 31, 2018 and 2017, sales to two customers each represent greater than 10% of revenue. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements – The Company has implemented all new relevant accounting pronouncements that are in effect through the date of these financial statements. The pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial position or results of operations. In February 2016, the FASB issued ASU 2016-02, Leases, which will amend current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company adopted the provisions of this ASU at January 1, 2019. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted income per common share for the years ended December 31, 2018 and 2017: December 31, 2018 December 31, 2017 Numerator: Net Income $ 9,038 $ 288,983 Numerator for basic and diluted income available to common shareholders $ 9,038 $ 288,983 Denominator: Denominator for basic income per common share – Weighted average common shares outstanding 32,260,622 31,955,416 Dilutive effect of Common Stock Equivalents 2,697,880 2,130,835 Denominator for diluted income per common share – adjusted weighted average common shares outstanding 34,958,502 34,086,251 Basic and Diluted income per common share $ 0.00 $ 0.01 |
Long Term Debt (Tables)
Long Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Future Maturities of Long-term Debt | Future maturities of long-term debt in the next five years are as follows: Due in 2020 $ 222,552 Due in 2021 $ 300,000 Due in 2022 $ - Due in 2023 $ - Total Debt $ 522,052 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Estimate the Fair Value of Warrants | The following table summarizes the assumptions used to estimate the fair value of warrants granted during the years ended December 31, 2018 and 2017: 2018 2017 Expected dividend yield 0 % 0 % Weighted-average expected volatility 231-632 % 200 % Weighted-average risk-free interest rate 2.55-2.75 % 1.81-1.84 % Expected life of warrants 5-8 years 5 years |
Schedule of Outstanding and Exercisable Warrants | The Company’s outstanding and exercisable warrants as of December 31, 2018 and 2017 are presented below: Number Outstanding Weighted Average Exercise Price Contractual Life in Years Intrinsic Value Warrants Outstanding as of December 31, 2016 2,647,446 $ 0.24 4.24 $ 930,751 Warrants granted 115,650 $ 0.18 5.0 - Warrants forfeited - - - - Warrants exercised (25,000 ) $ 0.01 - - Warrants Outstanding as of December 31, 2017 2,738,096 $ 0.24 3.28 $ 937,567 Warrants granted 577,045 $ 0.02 7.11 Warrants forfeited (435,000 ) - - - Warrants exercised - - - - Warrants Outstanding as of December 31, 2018 2,880,141 $ 0.08 3.74 $ 782,385 |
Options (Tables)
Options (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Estimate the Fair Value of Stock Options | The Company uses the Black-Scholes option pricing model to estimate the fair value of stock-based awards on the date of grant. The following table summarizes the assumptions used to estimate the fair value of stock options granted during the years ended December 31, 2018 and 2017: 2018 2017 Expected dividend yield 0 % 0 % Weighted-average expected volatility 192-265 % 200 % Weighted-average risk-free interest rate 2.08-2.73 % 1.92 % Expected life of warrants 4-5 years 4.74 -7.50 years |
Schedule of Stock Option Activity | The following table represents stock option activity for the two years ended December 31, 2018: Number Outstanding Weighted Average Exercise Price Contractual Life in Years Intrinsic Value Options Outstanding as of December 31, 2016 1,044,500 $ 0.92 3.38 $ - Options Exercisable as of December 31, 2016 584,000 $ 1.05 3.02 Options granted 263,846 0.64 9.05 - Options forfeited (35,000 ) 1.02 8.25 - Options expired (75,000 ) 1.13 4.54 - Options Outstanding as of December 31, 2017 1,197,846 $ 0.97 6.96 $ - Options Exercisable as of December 31, 2017 781,300 $ 1.02 6.30 $ - Options granted 560,400 0.50 9.26 Options forfeited (25,400 ) 0.46 9.06 Options expired - - - - Options Outstanding as of December 31, 2018 1,732,846 $ 1.19 6.98 $ - Options Exercisable as of December 31, 2018 1,107,259 $ 0.96 5.91 $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | At December 31, 2018 and 2017 deferred tax assets consist of the following: December 31, 2018 December 31, 2017 Federal loss carry forwards $ 922,850 $ 963,833 Less: valuation allowance (922,850 ) (963,833 ) $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments Under Non-cancelable Operating Leases | Future minimum rental payments under these non-cancelable operating leases as of December 31, 2018 are: 2019 $ 156,024 2020 $ 160,709 2021 $ 165,506 2022 $ 49,080 2023 $ 41,934 Total $ 573,253 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Scheudle of Business Interests Into Reportable Segments | Year Ended December 31, 2018 Trxade, Inc. Community Specialty Pharmacy, LLC Other Revenue $ 3,407,822 $ 395,418 $ 28,538 Gross Profit $ 3,407,822 $ (34,971 ) $ 9,878 Segment Assets $ 822,412 $ 112,123 $ 1,293,052 Segment Profit/Loss $ 1,371,615 $ (116,588 ) $ (1,245,989 ) |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Assets Acquired and Liabilities Assumed | Purchase Price Allocation Purchase Price $ 770,291 Cash (49,728 ) Accounts Receivable (114,899 ) Inventory (76,156 ) Prepaid (3,000 ) Accounts Payable 199,312 Accrued Expenses 153 Goodwill $ 725,973 |
Schedule of Unaudited Pro Forma Statements of Operations | The accompanying unaudited pro forma combined statements of operations presents the accounts of Trxade and CSP for the years ended December 31, 2018 and 2017, respectively, assuming the acquisition occurred on January 1, 2017. 2018 Summary Statement of Operations Trxade CSP Combined Revenue $ 3,436,360 $ 2,387,636 $ 5,823,996 Net Income (Loss) $ 125,626 $ (6,723 ) $ 118,903 Net Income per common share – basic $ 0.00 $ 0.00 Net Income per common share - diluted $ 0.00 $ 0.00 Weighted average common shares - basic 32,260,622 32,260,622 Weighted average common shares - diluted 34,958,502 34,958,502 2017 Summary Statement of Operations Trxade CSP Combined Revenue $ 2,931,280 $ 2,633,914 $ 5,565,194 Net Income (Loss) $ 288,983 $ (63,132 ) $ 225,851 Net Income per common share – basic $ 0.01 $ 0.01 Net Income per common share - diluted $ 0.01 $ 0.01 Weighted average common shares - basic 31,955,416 31,955,416 Weighted average common shares - diluted 34,086,251 34,086,251 |
Organization (Details Narrative
Organization (Details Narrative) | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Ownership percentage | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Bad debt expense | $ 2,271 | $ 2,271 |
Recovery of bad debt | $ 0 | $ 0 |
Valuation allowance percentage | 100.00% | |
Two Customers [Member] | ||
Concentration risk, percentage | 10.00% | 10.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Net Income | $ 9,038 | $ 288,983 |
Numerator for basic and diluted income available to common shareholders | $ 9,038 | $ 288,983 |
Denominator for basic income per common share - Weighted average common shares outstanding | 32,260,622 | 31,955,416 |
Dilutive effect of Common Stock Equivalents | 2,697,880 | 2,130,835 |
Denominator for diluted income per common share - adjusted weighted average common shares outstanding | 34,958,502 | 34,086,251 |
Basic and Diluted income per common share | $ 0 | $ 0.01 |
Short-term Debt and Related P_2
Short-term Debt and Related Parties Debt (Details Narrative) - USD ($) | 1 Months Ended | 10 Months Ended | 12 Months Ended | |||||||||||||||||||
Aug. 31, 2018 | Apr. 30, 2018 | Feb. 28, 2018 | Sep. 30, 2017 | Aug. 31, 2017 | Jul. 31, 2017 | Apr. 30, 2017 | Feb. 28, 2017 | Nov. 30, 2016 | Oct. 31, 2016 | Sep. 30, 2016 | Aug. 31, 2016 | May 31, 2016 | Apr. 30, 2016 | May 31, 2015 | Apr. 30, 2015 | Oct. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2018 | Dec. 31, 2015 | |
Convertible promissory notes | $ 181,500 | |||||||||||||||||||||
Warrant purchased from common stock | 161,538 | 87,500 | ||||||||||||||||||||
Warrant strike price | $ 0.01 | |||||||||||||||||||||
Debt instrument maturity date | May 31, 2019 | |||||||||||||||||||||
Loss on extinguishment of debt | $ (7,444) | $ (16,556) | ||||||||||||||||||||
Amortized debt | 152 | 88,647 | ||||||||||||||||||||
Short term convertible notes payable | 181,500 | |||||||||||||||||||||
Long term promissory debt | 522,052 | |||||||||||||||||||||
Mr. Prashant Patel [Member] | ||||||||||||||||||||||
Due to related parties | 0 | 62,500 | ||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||
Debt discount | $ 53,546 | |||||||||||||||||||||
Debt modification amount | $ 0 | |||||||||||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||||||||||
Convertible promissory notes | $ 165,000 | $ 200,000 | $ 200,000 | $ 200,000 | $ 200,000 | |||||||||||||||||
Debt notes term | 2 years | 1 year | 1 year | |||||||||||||||||||
Interest rate | 10.00% | 10.00% | ||||||||||||||||||||
Conversion price per share | $ 0.85 | $ 1.50 | $ 1.50 | |||||||||||||||||||
Granted warrants | 1 | 1 | 1 | 1 | ||||||||||||||||||
Shares issued price per shares | $ 4 | $ 4 | $ 4 | $ 4 | ||||||||||||||||||
Warrant purchased from common stock | 18,150 | 41,250 | 41,250 | 50,000 | 50,000 | |||||||||||||||||
Warrant strike price | $ 0.65 | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | |||||||||||||||||
Warrants term | 5 years | 5 years | 5 years | 5 years | 5 years | |||||||||||||||||
Debt discount | $ 53,546 | $ 53,546 | 0 | 0 | ||||||||||||||||||
Payment for promissory note | $ 50,000 | $ 50,000 | ||||||||||||||||||||
Interest expenses debt | $ 5,500 | $ 5,000 | $ 5,000 | |||||||||||||||||||
Debt instrument maturity, description | A two-year extension was executed on the remaining notes | A one-year extension was executed on the remaining notes | A one-year extension was executed on the remaining notes | |||||||||||||||||||
Interest owed part of adjusted principal amount | $ 16,500 | $ 15,000 | $ 15,000 | |||||||||||||||||||
Debt instrument face amount | $ 181,500 | $ 165,000 | $ 165,000 | |||||||||||||||||||
Debt instrument maturity date | May 31, 2019 | May 31, 2017 | May 31, 2017 | |||||||||||||||||||
Loss on extinguishment of debt | $ 11,512 | $ 37,579 | $ 37,579 | |||||||||||||||||||
Amortized debt | 0 | |||||||||||||||||||||
Short term convertible notes payable | 181,500 | 0 | ||||||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||||||
Debt notes term | 494 days | 1 year | ||||||||||||||||||||
Debt discount | $ 39,000 | 45,000 | $ 15,000 | |||||||||||||||||||
Payment for promissory note | 250,000 | |||||||||||||||||||||
Debt instrument face amount | $ 47,000 | 189,000 | $ 250,000 | $ 47,000 | 250,000 | |||||||||||||||||
Amortized debt | 15,000 | 45,000 | ||||||||||||||||||||
Principal payments | $ 3,917 | |||||||||||||||||||||
Proceeds from promissory note | $ 150,000 | |||||||||||||||||||||
Promissory Note One [Member] | ||||||||||||||||||||||
Payment for promissory note | 43,083 | |||||||||||||||||||||
Debt instrument face amount | 0 | 43,083 | ||||||||||||||||||||
Promissory Note Two [Member] | ||||||||||||||||||||||
Short term convertible notes payable | 139,602 | |||||||||||||||||||||
Principal payments | 537 | |||||||||||||||||||||
Debt discount, current | 25,306 | |||||||||||||||||||||
Long term promissory debt | 10,739 | |||||||||||||||||||||
Debt discount non current | 152 | |||||||||||||||||||||
Short Term Promissory Notes [Member] | ||||||||||||||||||||||
Debt discount | 0 | 152 | ||||||||||||||||||||
Payment for promissory note | 139,602 | |||||||||||||||||||||
Amortized debt | 25,306 | |||||||||||||||||||||
Short term convertible notes payable | 0 | 10,739 | ||||||||||||||||||||
Promissory Notes [Member] | ||||||||||||||||||||||
Payment for promissory note | 10,739 | |||||||||||||||||||||
Amortized debt | 152 | |||||||||||||||||||||
Related Party Convertible Promissory Note [Member] | ||||||||||||||||||||||
Debt notes term | 1 year | 6 months | 1 year | |||||||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | |||||||||||||||||||
Warrant purchased from common stock | 10,000 | 10,000 | ||||||||||||||||||||
Warrant strike price | $ 0.50 | $ 0.80 | ||||||||||||||||||||
Warrants term | 5 years | 5 years | ||||||||||||||||||||
Debt discount | 65,390 | 0 | ||||||||||||||||||||
Payment for promissory note | $ 50,000 | |||||||||||||||||||||
Debt instrument maturity, description | A one-year extension was executed to August 2019. | A one-year extension was executed to August 2018. | ||||||||||||||||||||
Debt instrument face amount | $ 40,000 | $ 40,000 | ||||||||||||||||||||
Debt instrument maturity date | Jul. 31, 2019 | Feb. 28, 2018 | Apr. 30, 2018 | |||||||||||||||||||
Loss on extinguishment of debt | $ 7,444 | $ 5,044 | ||||||||||||||||||||
Amortized debt | 48,341 | |||||||||||||||||||||
Short term convertible notes payable | $ 251,725 | |||||||||||||||||||||
Debt instrument beneficial conversion features | 0 | |||||||||||||||||||||
Due to related parties | $ 100,000 | $ 150,000 | $ 61,725 | |||||||||||||||||||
Related Party Convertible Promissory Note [Member] | Mr. Shilpa Patel [Member] | ||||||||||||||||||||||
Debt notes term | 1 year | |||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||
Conversion price per share | $ 1.50 | |||||||||||||||||||||
Debt instrument face amount | $ 40,000 | |||||||||||||||||||||
Related Party Convertible Promissory Note [Member] | Mr. Nitil Patel [Member] | ||||||||||||||||||||||
Debt notes term | 1 year | 1 year | ||||||||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | |||||||||||||||||||
Conversion price per share | $ 0.62 | $ 0.62 | $ 0.62 | |||||||||||||||||||
Warrant purchased from common stock | 52,861 | 52,861 | 52,861 | |||||||||||||||||||
Warrant strike price | $ 0.62 | $ 0.62 | $ 0.62 | |||||||||||||||||||
Warrants term | 5 years | 5 years | 5 years | |||||||||||||||||||
Debt instrument face amount | $ 211,725 | $ 211,725 | $ 211,725 | |||||||||||||||||||
Related Party Convertible Promissory Note [Member] | Mr. Prashant Patel [Member] | ||||||||||||||||||||||
Debt notes term | 90 months | 90 months | ||||||||||||||||||||
Interest rate | 0.00% | 0.00% | ||||||||||||||||||||
Debt instrument maturity date | Jul. 31, 2020 | |||||||||||||||||||||
Loan payable | $ 10,000 | $ 10,000 | ||||||||||||||||||||
Accounts payable | $ 7,280 | $ 25,272 | ||||||||||||||||||||
Debt instrument conversion amount | $ 42,552 | |||||||||||||||||||||
Related Party Convertible Promissory Note [Member] | ||||||||||||||||||||||
Payment for promissory note | $ 61,725 | |||||||||||||||||||||
Short-term Related Party Convertible Notes [Member] | ||||||||||||||||||||||
Debt discount | 0 | |||||||||||||||||||||
Short term convertible notes payable | $ 140,000 |
Long Term Debt (Details Narrati
Long Term Debt (Details Narrative) - USD ($) | 1 Months Ended | 10 Months Ended | 12 Months Ended | ||||||
Oct. 31, 2018 | Jun. 30, 2017 | Sep. 30, 2016 | Oct. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 30, 2018 | Dec. 31, 2016 | May 31, 2016 | |
Convertible promissory notes | $ 181,500 | ||||||||
Debt instrument maturity date | May 31, 2019 | ||||||||
Credit card obligation | $ 25,272 | ||||||||
Long term debt related party | 522,552 | $ 222,552 | |||||||
Mr. Prashant Patel [Member] | |||||||||
Due to related parties | 0 | $ 62,500 | |||||||
Related Party Promissory Note [Member] | Mr. Prashant Patel [Member] | |||||||||
Due to related parties | 122,552 | ||||||||
Related Party Promissory Note [Member] | NPR Investment Group, LLC [Member] | |||||||||
Debt instrument face amount | $ 250,000 | 80,000 | |||||||
Related Party Promissory Note [Member] | Sansur Associates, LLC [Member] | |||||||||
Debt instrument term | 3 years | ||||||||
Interest rate | 6.00% | ||||||||
Related Party Promissory Note [Member] | Sansur Associates, LLC [Member] | Mr. Suren Ajjarapu [Member] | |||||||||
Short term promissory note | $ 100,000 | ||||||||
Related Party Promissory Note [Member] | Sansur Associates, LLC [Member] | Mr. Prashant Patel [Member] | |||||||||
Short term promissory note | $ 80,000 | ||||||||
Related Party Promissory Note [Member] | Specialty Pharmacy, LLC [Member] | Nikul Panchal [Member] | |||||||||
Debt instrument maturity date | Oct. 15, 2021 | ||||||||
Interest rate | 10.00% | ||||||||
Proceeds from issuance of promissory note | $ 300,000 | ||||||||
Promissory Note [Member] | |||||||||
Debt instrument face amount | $ 189,000 | $ 47,000 | $ 250,000 | $ 250,000 | |||||
Debt instrument term | 494 days | 1 year | |||||||
Proceeds from issuance of promissory note | $ 150,000 | ||||||||
Promissory Note [Member] | Related Party Promissory Note [Member] | |||||||||
Debt instrument face amount | $ 17,280 |
Long Term Debt - Schedule of Fu
Long Term Debt - Schedule of Future Maturities of Long-term Debt (Details) | Dec. 31, 2018USD ($) |
Debt Disclosure [Abstract] | |
Due in 2020 | $ 222,552 |
Due in 2021 | 300,000 |
Due in 2022 | |
Due in 2023 | |
Total Debt | $ 522,052 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Nov. 30, 2018 | Jul. 31, 2018 | Mar. 31, 2017 | Feb. 28, 2017 | Jan. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of common stock issued, value | $ 800,000 | $ 250,000 | |||||
Warrant purchased from common stock | 161,538 | 87,500 | |||||
Warrant strike/ exercise price | $ 0.01 | ||||||
Warrants issued | 25,000 | ||||||
Warrant grant price | $ 250 | ||||||
Number of shares issued for services | 50,000 | ||||||
Number of shares issued for services, value | $ 12,500 | $ 12,500 | |||||
Private Offer Memorandum [Member] | |||||||
Number of common stock issued | 1,000,000 | 300,000 | 250,000 | ||||
Number of common stock issued, value | $ 500,000 | $ 300,000 | $ 250,000 | ||||
Sale of stock price per shares | $ 0.50 | $ 1 | $ 1 | ||||
Warrant purchased from common stock | 161,538 | 87,500 | |||||
Warrant strike/ exercise price | $ 0.01 | $ 0.01 | |||||
Warrants term | 5 years | 5 years |
Warrants (Details Narrative)
Warrants (Details Narrative) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Oct. 15, 2018 | |
Warrant purchased from common stock | 161,538 | 87,500 | |
Warrant issued for renewal of convertible debt | 10,000 | 28,150 | |
Warrants exercised | 25,000 | ||
Warrant forfeited of shares | 435,000 | ||
Community Specialty Pharmacy, LLC [Member] | |||
Warrant purchased from common stock | 405,507 | 405,507 |
Warrants - Summary of Estimate
Warrants - Summary of Estimate the Fair Value of Warrants (Details) - Warrant [Member] | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Dividend Yield [Member] | ||
Fair value assumptions, measurement input, percentages | 0.00% | 0.00% |
Expected Volatility [Member] | ||
Fair value assumptions, measurement input, percentages | 200.00% | |
Expected Volatility [Member] | Minimum [Member] | ||
Fair value assumptions, measurement input, percentages | 231.00% | |
Expected Volatility [Member] | Maximum [Member] | ||
Fair value assumptions, measurement input, percentages | 632.00% | |
Risk Free Interest Rate [Member] | Minimum [Member] | ||
Fair value assumptions, measurement input, percentages | 2.55% | 1.81% |
Risk Free Interest Rate [Member] | Maximum [Member] | ||
Fair value assumptions, measurement input, percentages | 2.75% | 1.84% |
Expected Term of Options [Member] | ||
Fair value assumptions, measurement input, term | 5 years | |
Expected Term of Options [Member] | Minimum [Member] | ||
Fair value assumptions, measurement input, term | 5 years | |
Expected Term of Options [Member] | Maximum [Member] | ||
Fair value assumptions, measurement input, term | 8 years |
Warrants - Schedule of Outstand
Warrants - Schedule of Outstanding and Exercisable Warrants (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Outstanding Shares, Warrants forfeited | 435,000 | |
Warrant [Member] | ||
Number of Outstanding Shares, Warrants Outstanding Beginning | 2,738,096 | 2,647,446 |
Number of Outstanding Shares, Warrants granted | 577,045 | 115,650 |
Number of Outstanding Shares, Warrants forfeited | (435,000) | |
Number of Outstanding Shares, Warrants exercised | (25,000) | |
Number of Outstanding Shares, Warrants Outstanding Ending | 2,880,141 | 2,738,096 |
Weighted Average Exercise Price Outstanding Beginning | $ 0.24 | $ 0.24 |
Weighted Average Exercise Price Warrants granted | 0.02 | 0.18 |
Weighted Average Exercise Price Warrants forfeited | ||
Weighted Average Exercise Price Warrants exercised | 0.01 | |
Weighted Average Exercise Price Outstanding Ending | $ 0.08 | $ 0.24 |
Weighted Average Remaining Contractual Life Warrants Outstanding, Beginning | 3 years 3 months 11 days | 4 years 2 months 27 days |
Weighted Average Remaining Contractual Life Warrants Outstanding, granted | 7 years 1 month 9 days | 5 years |
Weighted Average Remaining Contractual Life Warrants Outstanding Ending | 3 years 8 months 26 days | 3 years 3 months 11 days |
Aggregate Intrinsic Value Outstanding Beginning | $ 937,567 | $ 930,751 |
Aggregate Intrinsic Value Outstanding Ending | $ 782,385 | $ 937,567 |
Options (Details Narrative)
Options (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2018 | Apr. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stock option granted | 560,400 | 253,846 | 560,400 | 263,846 |
Stock option exercise price, upper range limit | $ 0.50 | $ 0.65 | ||
Stock option term | 10 years | 10 years | ||
Stock option vested, description | The options vest over a period of four to five years. | The options vest over a period of one and four years. | ||
Option expense | $ 169,828 | $ 267,835 | ||
Unrecognized compensation costs | $ 192,007 | |||
Weighted average period term | 6 years 11 months 23 days | |||
Four Option Granted [Member] | ||||
Stock option granted | 650,000 | |||
Stock option term | 10 years | |||
Option expense | $ 69,611 | |||
Black-Scholes Option Price Model [Member] | ||||
Fair value of options granted | $ 278,358 | $ 169,100 | ||
Minimum [Member] | ||||
Weighted average period term | 4 years | 4 years 8 months 26 days | ||
Maximum [Member] | ||||
Weighted average period term | 5 years | 7 years 6 months | ||
Employee [Member] | ||||
Stock option granted | 560,400 | 263,846 | ||
Stock option exercise price, lower range limit | $ 0.41 | $ 0.41 | ||
Stock option exercise price, upper range limit | $ 1.02 | $ 1.02 | ||
Stock option term | 10 years | 10 years | ||
Options expire date | Apr. 30, 2028 | Apr. 30, 2028 | ||
Employee [Member] | Minimum [Member] | ||||
Stock option vested period | 4 years | 4 years | ||
Employee [Member] | Maximum [Member] | ||||
Stock option vested period | 5 years | 5 years | ||
Stock Option Plan [Member] | ||||
Stock option, description | All options may be exercised for a period up to four 1/2 years following the grant date, after which they expire. | |||
Stock option vested period | 5 years | |||
Stock option granted | 2,000,000 |
Options - Schedule of Estimate
Options - Schedule of Estimate the Fair Value of Stock Options (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Expected dividend yield | 0.00% | 0.00% |
Weighted-average expected volatility, minimum | 192.00% | |
Weighted-average expected volatility, maximum | 265.00% | 200.00% |
Weighted-average risk-free interest rate, minimum | 2.08% | |
Weighted-average risk-free interest rate, maximum | 2.73% | 1.92% |
Expected life of warrants | 6 years 11 months 23 days | |
Minimum [Member] | ||
Expected life of warrants | 4 years | 4 years 8 months 26 days |
Maximum [Member] | ||
Expected life of warrants | 5 years | 7 years 6 months |
Options - Schedule of Stock Opt
Options - Schedule of Stock Option Activity (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2018 | Apr. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Number of Options Outstanding, Beinning Balance | 1,197,846 | 1,044,500 | ||
Number of Options Exercisable, Beinning Balance | 781,300 | 584,000 | ||
Number of Options, Granted | 560,400 | 253,846 | 560,400 | 263,846 |
Number of Options, Forfeited | (25,400) | (35,000) | ||
Number of Options, Expired | (75,000) | |||
Number of Options Outstanding, Ending Balance | 1,732,846 | 1,197,846 | ||
Number of Options Exercisable, Ending Balance | 1,107,259 | 781,300 | ||
Weighted Average Exercise Price Outstanding, Beinning Balance | $ 0.97 | $ 0.92 | ||
Weighted Average Exercise Price Exercisable, Beinning Balance | 1.02 | 1.05 | ||
Weighted Average Exercise Price, Granted | 0.50 | 0.64 | ||
Weighted Average Exercise Price, Forfeited | 0.46 | 1.02 | ||
Weighted Average Exercise Price, Expired | 1.13 | |||
Weighted Average Exercise Price Outstanding, Ending Balance | 1.19 | 0.97 | ||
Weighted Average Exercise Price Exercisable, Ending Balance | $ 0.96 | $ 1.02 | ||
Contractual Life in Years Outstanding, Beinning Balance | 6 years 11 months 15 days | 3 years 4 months 17 days | ||
Contractual Life in Years Exercisable, Beinning Balance | 6 years 3 months 19 days | 3 years 7 days | ||
Contractual Life in Years, Granted | 9 years 3 months 4 days | 9 years 18 days | ||
Contractual Life in Years, Forfeited | 9 years 22 days | 8 years 2 months 30 days | ||
Contractual Life in Years, Expired | 0 years | 4 years 6 months 14 days | ||
Contractual Life in Years Outstanding, Ending Balance | 6 years 11 months 23 days | 6 years 11 months 15 days | ||
Contractual Life in Years Exercisable, Ending Balance | 5 years 10 months 28 days | 6 years 3 months 19 days | ||
Intrinsic Value Outstanding, Beinning Balance | ||||
Intrinsic Value Exercisable, Beinning Balance | ||||
Intrinsic Value Outstanding, Ending Balance | ||||
Intrinsic Value Exercisable, Ending Balance |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Income Tax Disclosure [Abstract] | |
Federal corporate income tax rate | 21.00% |
Income tax, description | On December 22, 2017 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the "Tax Act") was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate ("Federal Tax Rate") from 35% to 21% effective January 1, 2018. |
Net operating loss carry forwards | $ 4,400,000 |
Income Taxes -Schedule of Defer
Income Taxes -Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Federal loss carry forwards | $ 922,850 | $ 963,833 |
Less: valuation allowance | (922,850) | (963,833) |
Deferred tax assets |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2018 | Jan. 31, 2018 | Jan. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | |
Convertible promissory notes | $ 181,500 | ||||
Debt instrument maturity date | May 31, 2019 | ||||
Community Specialty Pharmacy, LLC [Member] | |||||
Convertible promissory notes | $ 300,000 | ||||
Debt instrument maturity date | Oct. 15, 2021 | ||||
Interest rate | 10.00% | ||||
Mr. Suren Ajjarapu [Member] | |||||
Executive salaries | $ 200,000 | $ 165,000 | |||
Mr. Prashant Patel [Member] | |||||
Executive salaries | $ 150,000 | $ 125,000 | |||
Due to related parties | $ 62,500 | $ 0 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease description | The Company leases two premises in Land O' Lakes, Florida under an operating lease that expires in 2021 and in Tampa, Florida under an operating lease that expires in 2023. |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Rental Payments Under Non-cancelable Operating Leases (Details) | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 156,024 |
2020 | 160,709 |
2021 | 165,506 |
2022 | 49,080 |
2023 | 41,934 |
Total | $ 573,253 |
Segment Reporting - Scheudle of
Segment Reporting - Scheudle of Business Interests Into Reportable Segments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | $ 3,831,778 | $ 2,931,280 |
Gross Profit | 3,382,729 | 2,931,280 |
Segment Assets | 2,227,587 | $ 617,476 |
Trxade, Inc.[Member] | ||
Revenue | 3,407,822 | |
Gross Profit | 3,407,822 | |
Segment Assets | 822,412 | |
Segment Profit/Loss | 1,371,615 | |
Community Specialty Pharmacy, LLC [Member] | ||
Revenue | 395,418 | |
Gross Profit | (34,971) | |
Segment Assets | 112,123 | |
Segment Profit/Loss | (116,588) | |
Other [Member] | ||
Revenue | 28,538 | |
Gross Profit | 9,878 | |
Segment Assets | 1,293,052 | |
Segment Profit/Loss | $ (1,245,989) |
Business Combination (Details N
Business Combination (Details Narrative) - USD ($) | Oct. 15, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Feb. 28, 2017 |
Equity method investment ownership percentage | 100.00% | |||
Number of shares entitled for warrants issued | 161,538 | 87,500 | ||
Warrant strike price | $ 0.01 | |||
Goodwill | $ 725,973 | |||
Community Specialty Pharmacy, LLC [Member] | ||||
Equity method investment ownership percentage | 100.00% | |||
Purchase price, cash | $ 300,000 | |||
Promissory note issued | $ 300,000 | |||
Number of shares entitled for warrants issued | 405,507 | 405,507 | ||
Warrant term | 8 years | |||
Warrant strike price | $ 0.01 | |||
Exercise restrictions lapse period | 3 years | |||
Goodwill | $ 725,973 | |||
Total purchase price | 770,291 | |||
Fair value of warrants | $ 170,291 |
Business Combination - Schedule
Business Combination - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Oct. 15, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill | $ 725,973 | ||
Community Specialty Pharmacy, LLC [Member] | |||
Purchase Price | $ 770,291 | ||
Cash | (49,728) | ||
Accounts Receivable | (114,899) | ||
Inventory | (76,156) | ||
Prepaid | (3,000) | ||
Accounts Payable | 199,312 | ||
Accrued Expenses | 153 | ||
Goodwill | $ 725,973 |
Business Combination - Schedu_2
Business Combination - Schedule of Unaudited Pro Forma Statements of Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | $ 5,823,996 | $ 5,565,194 |
Net Income (Loss) | $ 118,903 | $ 225,851 |
Net Income per common share – basic | $ 0 | $ 0.01 |
Net Income per common share - diluted | $ 0 | $ 0.01 |
Weighted average common shares - basic | 32,260,622 | 31,955,416 |
Weighted average common shares - diluted | 34,958,502 | 34,086,251 |
Trxade [Member] | ||
Revenue | $ 3,436,360 | $ 2,931,280 |
Net Income (Loss) | $ 125,626 | $ 288,983 |
Net Income per common share – basic | $ 0 | $ 0.01 |
Net Income per common share - diluted | $ 0 | $ 0.01 |
Weighted average common shares - basic | 32,260,622 | 31,955,416 |
Weighted average common shares - diluted | 34,958,502 | 34,086,251 |
Community Specialty Pharmacy, LLC [Member] | ||
Revenue | $ 2,387,636 | $ 2,633,914 |
Net Income (Loss) | $ (6,723) | $ (63,132) |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | |||
Feb. 28, 2019 | Jan. 31, 2019 | Dec. 31, 2018 | Feb. 28, 2017 | |
Equity method investment ownership percentage | 100.00% | |||
Warrants issued | 25,000 | |||
Warrrant exercise price | $ 0.01 | |||
Alliance Pharma Solution, LLC [Member] | SyncHealth MSO, LLC [Member] | May 1, 2019 [Member] | ||||
Equity method investment ownership percentage | 6.00% | |||
Alliance Pharma Solution, LLC [Member] | SyncHealth MSO, LLC [Member] | August 1, 2019 [Member] | ||||
Equity method investment ownership percentage | 6.00% | |||
Alliance Pharma Solution, LLC [Member] | SyncHealth MSO, LLC [Member] | November 1, 2019 [Member] | ||||
Equity method investment ownership percentage | 7.00% | |||
Alliance Pharma Solution, LLC [Member] | SyncHealth MSO, LLC [Member] | January 31, 2020 [Member] | ||||
Equity method investment ownership percentage | 51.00% | |||
Subsequent Event [Member] | ||||
Equity method investment ownership percentage | 30.00% | |||
Business combination consideration transferred | $ 250,000 | |||
Promissory note issued amount | $ 150,000 | |||
Principal and accrued interest | $ 211,983 | |||
Conversion of convertible debt, converted number of shares | 423,966 | |||
Warrants issued | 16,666 | |||
Warrrant exercise price | $ 0.01 | |||
Number of common stock shares converted | 16,666 | |||
Value of common stock shares converted | $ 166 | |||
Subsequent Event [Member] | Maximum [Member] | ||||
Conversion price of promissory note | $ 0.85 | |||
Subsequent Event [Member] | Minimum [Member] | ||||
Conversion price of promissory note | $ 0.50 | |||
Subsequent Event [Member] | Alliance Pharma Solution, LLC [Member] | ||||
Shares transferred | 250,000 | |||
Equity method investment ownership percentage | 49.00% | |||
Subsequent Event [Member] | Alliance Pharma Solution, LLC [Member] | SyncHealth MSO, LLC [Member] | ||||
Equity method investment ownership percentage | 30.00% | |||
Subsequent Event [Member] | PanOptic Health, LLC [Member] | SyncHealth MSO, LLC [Member] | ||||
Equity method investment ownership percentage | 70.00% |