Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 03, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | iCoreConnect Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 56,647,902 | |
Amendment Flag | false | |
Entity Central Index Key | 0001408057 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
ASSETS | ||
Cash and cash equivalents | $ 139,000 | $ 1,000 |
Accounts receivable, net of allowance for doubtful accounts | 122,000 | 224,000 |
Right of use lease asset - operating | 64,000 | |
Prepaid expenses | 26,000 | 9,000 |
Total current assets | 351,000 | 234,000 |
Property and equipment, net | 9,000 | 11,000 |
Right of use lease asset - operating | 34,000 | |
Software development costs, net | 550,000 | 535,000 |
Acquired technology, net | 518,000 | 539,000 |
Goodwill and intangible assets, net | 411,000 | 416,000 |
Total long-term assets | 1,522,000 | 1,501,000 |
TOTAL ASSETS | 1,873,000 | 1,735,000 |
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||
Accounts payable and accrued expenses | 650,000 | 664,000 |
Line of credit | 498,000 | 498,000 |
Operating lease liability | 68,000 | |
Current maturities of long-term debt | 1,305,000 | 1,361,000 |
Total current liabilities | 2,521,000 | 2,523,000 |
Long-term debt, net of current maturities | 42,000 | 55,000 |
Operating lease liability | 40,000 | |
Deferred revenue | 119,000 | 115,000 |
Total long-term liabilities | 201,000 | 170,000 |
TOTAL LIABILITIES | 2,722,000 | 2,693,000 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, Undesignated par value $.001; Authorized 10,000,000 shares; None issued or outstanding | ||
Common stock par value $.001; 600,000,000 shares authorized; issued and outstanding: 53,472,238 as of March 31, 2019 and 50,864,131 as of December 31, 2018 | 53,000 | 51,000 |
Additional Paid-In-Capital | 71,216,000 | 70,335,000 |
Accumulated Deficit | (72,118,000) | (71,344,000) |
TOTAL STOCKHOLDERS' DEFICIT | (849,000) | (958,000) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 1,873,000 | $ 1,735,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 53,472,238 | 50,864,131 |
Common stock, shares outstanding | 53,472,238 | 50,864,131 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Condensed Consolidated Statements Of Operations | ||
Revenues | $ 280,000 | $ 351,000 |
Cost of Sales | 88,000 | 106,000 |
Gross Profit | 192,000 | 245,000 |
Expenses | ||
General and administrative | 797,000 | 640,000 |
Depreciation and amortization | 107,000 | 101,000 |
Total operating expenses | 904,000 | 741,000 |
Loss from operations | (712,000) | (496,000) |
Other expenses | ||
Interest expense | (49,000) | (54,000) |
Other expense | (1,750,000) | |
Total other expense | (49,000) | (1,804,000) |
Net loss | $ (761,000) | $ (2,300,000) |
Net loss per share available to common stockholders, basic and diluted | $ (0.01) | $ (0.06) |
Weighted average number of shares, basic and diluted | 52,210,810 | 38,485,689 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance, Shares at Dec. 31, 2017 | 34,318,198 | |||
Beginning Balance, Amount at Dec. 31, 2017 | $ 34,000 | $ 64,856,000 | $ (66,154,000) | $ (1,264,000) |
Stock issued for cash, Shares | 1,867,000 | |||
Stock issued for cash,Amount | $ 2,000 | 543,000 | 545,000 | |
Stock issued for employee services, Shares | 3,400,000 | |||
Stock issued for employee services, Amount | $ 3,000 | 1,697,000 | 1,700,000 | |
Stock compensation expense | 31,000 | 31,000 | ||
Net loss | (2,300,000) | (2,300,000) | ||
Ending Balance, Shares at Mar. 31, 2018 | 39,585,198 | |||
Ending Balance, Amount at Mar. 31, 2018 | $ 39,000 | 67,127,000 | (68,454,000) | (1,288,000) |
Beginning Balance, Shares at Dec. 31, 2018 | 50,864,131 | |||
Beginning Balance, Amount at Dec. 31, 2018 | $ 51,000 | 70,335,000 | (71,344,000) | (958,000) |
Stock compensation expense | 55,000 | 55,000 | ||
Net loss | (761,000) | (761,000) | ||
Cumulative adjustment for the adoption of a new accounting pronouncement (Note 6) | (13,000) | (13,000) | ||
Stock issued for cash and conversion of notes payable, Shares | 2,395,607 | |||
Stock issued for cash and conversion of notes payable, Amount | $ 2,000 | 673,000 | 675,000 | |
Vesting of restricted stock, Shares | 212,500 | |||
Vesting of restricted stock, Amount | 153,000 | 153,000 | ||
Ending Balance, Shares at Mar. 31, 2019 | 53,472,238 | |||
Ending Balance, Amount at Mar. 31, 2019 | $ 53,000 | $ 71,216,000 | $ (72,118,000) | $ (849,000) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITTIES: | ||
Net loss | $ (761,000) | $ (2,300,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,000 | 1,000 |
Amortization | 106,000 | 100,000 |
Shares issued for services | 1,700,000 | |
Change in allowance for doubtful accounts | 2,000 | |
Stock compensation expense | 208,000 | 31,000 |
Decrease (increase) in: | ||
Accounts receivable | 102,000 | (198,000) |
Prepaid expenses | (17,000) | (5,000) |
Right of use asset, net of lease liability | (3,000) | |
Accounts payable and accrued expenses | (14,000) | 164,000 |
Deferred revenue | 4,000 | 24,000 |
NET CASH USED IN OPERATING ACTIVITIES | (374,000) | (481,000) |
INVESTING ACTIVITIES | ||
Amounts paid for capitalized software development | (94,000) | (79,000) |
NET CASH USED IN INVESTING ACTIVITIES | (94,000) | (79,000) |
FINANCING ACTIVITIES | ||
Increase in bank overdraft | 10,000 | |
Payments on long term debt | (49,000) | (47,000) |
Proceeds from issuance of common stock | 655,000 | 545,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 606,000 | 508,000 |
NET (DECREASE) / INCREASE IN CASH | 138,000 | (52,000) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD | 1,000 | 52,000 |
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD | 139,000 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid during the period for interest | $ 36,000 | $ 32,000 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Note 1 - NATURE OF OPERATIONS | iCoreConnect Inc., (“iCoreConnect” or the “Company”), a Nevada corporation, builds cloud-based healthcare software. The Company’s focus presently is on four different revenue streams: (1) Customized EHR platform technology that is specifically tailored to provide specialized medical practices with a technology that conforms to workflows of a practice’s particular medical discipline such as ophthalmology, dentistry, orthopedic and other specialties, (2) iCoreConnect’s cloud-based exchange, the iCoreExchange, which allows physicians, patients and other members of the healthcare community to exchange patient specific healthcare information securely via the internet, while maintaining compliance with all current Health Insurance Portability and Accountability Act (“HIPAA”) regulations, (3) International Statistical Classification of Diseases and Related Health Problems (ICD) coding software, a medical classification list by the World Health Organization (WHO), and (4) iCoreConnect has developed a Meaningful Use Consulting Division assisting both medical and dental healthcare providers becoming compliant to ultimately qualify for federal incentive funds under the Federal Meaningful Use Incentive Funds Program. iCoreConnect’s integrated software and service offering enables doctors to meet the regulatory burden associated with secure HIPAA compliant medical records transport with no change in healthcare delivery workflows. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to the Securities and Exchange Commission (“SEC”) rules and regulation. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended December 31, 2018, which are included in the Company’s Annual Report filed on Form 10-K with the SEC on April 1, 2019. The accompanying condensed balance sheet as of December 31, 2018 has been derived from the audited financial statements at that date, but does not include all information and footnotes required by GAAP for complete financial statements. The results of operations for the three month period ended March 31, 2019 are not necessarily indicative of results that may be expected for any other interim period or for the full fiscal year. Readers of this Quarterly Report are strongly encouraged to review the risk factors relating to the Company which are set forth in the Company’s Form 10-K filed with the SEC. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Note 2 - GOING CONCERN | The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. For the three month period ended March 31, 2019, the Company generated an operating loss of $761,000. In addition, the Company has an accumulated deficit, total stockholders’ deficit and net working capital deficit of $72,118,000, $849,000 and $2,170,000 at March 31, 2019, respectively. The Company’s activities were primarily financed through private placements of equity securities. The Company intends to raise additional capital through the issuance of debt or equity securities to fund its operations. The Company is reliant on future fundraising to finance operations in the near future. The financing may not be available on terms satisfactory to the Company, if at all. In light of these matters, there is substantial doubt that the Company will be able to continue as a going concern. Currently, management intends to develop a vastly improved healthcare communications system and intends to develop alliances with strategic partners to generate revenues that will sustain the Company. While management believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. Management’s ability to continue as a going concern is ultimately dependent upon its ability to continually increase the Company’s customer base and realize increased revenues from signed contracts. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Note 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Accounting The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with GAAP. Significant accounting principles followed by the Company and the methods of applying those principles, which materially affect the determination of financial position, results of operations and cash flows are summarized below. Cash and Cash Equivalents The Company classifies highly liquid temporary investments with an original maturity of three months or less when purchased as cash equivalents. The Company maintains cash balances at various financial institutions. Balances at United States banks are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk for cash on deposit. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are customer obligations due under normal trade terms. We maintain an allowance for doubtful accounts for estimated losses resulting from the potential inability of certain customers to make required future payments on amounts due us. Management determines the adequacy of this allowance by periodically evaluating the aging and past due nature of individual customer accounts receivable balances and considering the customer’s current financial situation as well as the existing industry economic conditions and other relevant factors that would be useful in assessing the risk of collectability. If the future financial condition of our customers were to deteriorate, resulting in their inability to make specific required payments, additions to the allowance for doubtful accounts may be required. In addition, if the financial condition of our customers improves and collections of amounts outstanding commence or are reasonably assured, then we may reverse previously established allowances for doubtful accounts. The Company has estimated and recorded an allowance for doubtful accounts of $12,000 both at March 31, 2019 and December 31, 2018. Property, Equipment and Depreciation Property, equipment, and leasehold improvements are recorded at their historical cost. Depreciation and amortization have been determined using the straight line method over the estimated useful lives of the assets which are computers and office equipment (3 years) and for office furniture and fixtures (7 years). The cost of repairs and maintenance is charged to operations in the period incurred. Software Development Costs and Acquired Software The Company accounts for software development costs, including costs to develop software products or the software component of products to be sold to external users. In accordance with ASC 985-730, Computer Software Research and Development, research and planning phase costs are expensed as incurred and development phase costs including direct materials and services, payroll and benefits and interest costs are capitalized. We have determined that technological feasibility for our products to be marketed to external users was reached before the release of those products. As a result, the development costs and related acquisition costs after the establishment of technological feasibility were capitalized as incurred. Capitalized costs for software to be sold to external users and software acquired in a business combination are amortized based on current and projected future revenue for each product with an annual minimum equal to the straight-line amortization over three years. Impairment of Long Lived Assets Long lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount that the carrying amount of the asset exceeds the fair value of the asset. Goodwill Goodwill acquired in a business combination is not amortized, but is tested for impairment annually or between annual tests when an impairment indicator exists. If an optional qualitative goodwill impairment assessment is not performed, we are required to determine the fair value of each reporting unit. If a reporting unit’s fair value is lower than its carrying value, we must determine the amount of implied goodwill that would be established if the reporting unit was hypothetically acquired on the impairment test date. If the carrying amount of a reporting unit’s goodwill exceeds the amount of implied goodwill, an impairment loss equal to the excess would be recorded. The recoverability of indefinite lived intangible assets is assessed by comparison of the carrying value of the asset to its estimated fair value. If we determine that the carrying value of the asset exceeds its estimated fair value, an impairment loss equal to the excess would be recorded. Revenue Recognition The Company has four primary sources of revenue: · Electronic Health Records (EHR) licenses and rental services · Encrypted Secure & HIPPA Compliant email services (“Encrypted Secure email”) · ICD Coding Software · Meaningful Use Consulting Services Revenue from EHR software licensing arrangements include private cloud hosting services and post contract support provided to clients that have purchased a perpetual or specific term license to the EHR software solution and have contracted with the Company to host the software. These arrangements provide the client with a contractual right to take possession of the software at any time during the private cloud hosting period without significant penalty and it is feasible for the client to either use the software on its own equipment or to contract with an unrelated third party to host the software. The Company recognizes revenue from the sale of its EHR software license at the time the customer has access to use the software, with deferral of revenues associated with the cloud hosting and post contract support performance objectives, allocated based on relative fair value. The Company defers revenue from the sale of its EHR software products associated with cloud hosting and post contract support performance objectives over the term of the license agreement. Cloud hosting performance objective revenues are deferred based on forecasted cloud storage costs, encrypted secure email performance objective revenues are deferred based on the forecasted sales price of those services to other customers of the Company and customer support performance objective revenues are deferred based on forecasted customer support costs based on Company experience. Encrypted Secure email services are provided on a fee basis as software as a service (“SaaS”) arrangements and are recognized as revenue ratably over the contract terms beginning on the date our solutions are made available to the customer. The length of a period is monthly over which such customer has the right to use the Company’s SaaS Encrypted Secure email solution. ICD coding services are provided on a fee basis as SaaS arrangements and are recognized as revenue ratably over the contract terms beginning on the date the Company’s solutions are made available to the customer. The length of a customer service period varies from multi-year annually renewed to monthly over which such customer has the right to use the Company’s ICD coding software solution. Meaningful Use consulting service revenue is recognized in the period that the services are completed and the submission of the customer’s underlying application for Federal Meaningful Use Incentive Funds is received from the relevant taxing authority. Net Loss Per Share Basic net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding for the period. Diluted net loss per share reflects the potential dilution of securities by adding other Common Stock equivalents, including stock options, shares issuable on exercise of warrants, convertible preferred stock and convertible notes in the weighted average number of common shares outstanding for a period, if dilutive. Common stock equivalents that are anti-dilutive were excluded from the computation of diluted earnings per share which consisted of all outstanding common stock options and warrants. Stock-Based Compensation The Company accounts for the granting of share purchase options using the fair value method whereby all awards are recorded at fair value on the date of the grant. Share based awards granted with a performance condition are measured based on the probable outcome of that performance condition during the requisite service period. Such an award with a performance condition is accrued if it is probable that a performance condition will be achieved. Compensation costs for stock-based payments that do not include performance conditions are recognized on a straight-line basis. The fair value of all share purchase options is expensed over their requisite service period with a corresponding increase to paid-in-capital. Upon exercise of share purchase options, the consideration paid by the option holder, together with the amount previously recognized in paid-in-capital, is recorded as an increase to common stock. The fair value of restricted stock units issued are determined by the Company based on the estimated fair value the Company’s common stock. The Company estimates the fair value of each option award on the date of grant using a Black-Scholes option pricing model that uses the assumptions noted in the table below. The Company estimates the fair value of its common stock using the closing stock price of its common stock on the date of the agreement. The Company estimates the volatility of its common stock at the date of grant based on it’s historical stock prices. The Company determines the expected life based on historical experience with similar awards, giving consideration to the contractual terms, vesting schedules and post-vesting forfeitures. The Company uses the risk-free interest rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term approximately equal to the expected life of the award. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), In July 2017, the Financial Accounting Standards Board issued ASU No. 2017-11, “Accounting for Certain Financial Instruments with Down Round Features” (“Topic 480”). This update changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. ASU 2017-11 is effective for interim and annual periods beginning after December 15, 2018. The Company has evaluated the impact of the pronouncement on the financial statements and has determined that it will not have a significant impact on the financial statements. In June 2018, the Financial Accounting Standards Board issued ASU No. 2018-07, “Compensation-Stock Compensation (“Topic 718”): Improvements to Nonemployee Share-Based Payment Accounting.” This update is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to nonemployees. ASU 2018-07 is effective for interim and annual periods beginning after December 15, 2018. The Company has implemented the guidance and determined the impact of the pronouncement on the financial statements did not have a significant impact on the financial statements. The Company does not believe that any other issued, but not yet effective accounting standards, if currently adopted, will have a material effect on the Company’s consolidated financial position, results of operations and cash flows. |
COMMON STOCK AND PREFERRED STOC
COMMON STOCK AND PREFERRED STOCK | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Note 4 - COMMON STOCK AND PREFERRED STOCK | Stock Issuances During the three month period ended March 31, 2019, the Company issued 2,395,607 shares of common stock, for the conversion of a $20,000 note payable and cash proceeds totaling $655,000. The Company also issued 675,000 shares of restricted common stock as compensation to certain employees and directors for services performed, of which 212,500 shares have vested. Stock Options On February 21, 2019, our Board of Directors authorized the issuance of options to certain employees for 135,000 shares of Common stock, with an exercise price of $0.15, that vested upon issuance. During the three month period ended March 31, 2019, no options to purchase shares of common stock granted to employees expired and no options were forfeited or exercised. A summary of option activity for the three month period ended March 31, 2019, is presented below: Options Outstanding Weighted Weighted Average Average Remaining Aggregate Number Exercise Contractual Intrinsic of Options Price Term in Years Value Outstanding - January 1, 2019 1,356,157 $ 0.31 9.8 $ - Granted 135,000 $ 0.15 9.9 Exercised - $ - Forfeited/expired - $ - Balance outstanding - March 31, 2019 1,491,157 $ 0.29 9.6 $ - Exercisable - March 31, 2019 624,490 $ 0.28 9.1 $ - Nonvested Options Weighted Average Weighted Remaining Number Average grant date Years of Options Fair Value to vest Nonvested - January 1, 2019 866,667 $ 0.13 1.6 Granted 135,000 $ 0.25 Vested (135,000 ) $ 0.25 Forfeited/expired - Nonvested - March 31, 2019 866,667 $ 0.13 1.4 |
SOFTWARE DEVELOPMENT COSTS
SOFTWARE DEVELOPMENT COSTS | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Note 5 - SOFTWARE DEVELOPMENT COSTS | The Company continued to develop its software products with significant features and enhancements during the three month period ended March 31, 2019 and has continued to capitalize development costs during that period. A summary of the capitalization and amortization of the software development costs is as follows: March 31, December 31, 2019 2018 Development costs $ 1,607,000 $ 1,513,000 Acquired technology 630,000 630,000 Less accumulated amortization (1,169,000 ) (1,069,000 ) $ 1,068,000 $ 1,074,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Note 6 - COMMITMENTS AND CONTINGENCIES | LEASE COMMITMENTS On November 15, 2017 the Company signed a three-year lease agreement for approximately 4,100 square feet of office space located in Winter Garden, Florida in which the Company has its headquarters. The lease provides for a one-year renewal term at the option of the Company. As of March 31, 2019, undiscounted future lease obligations for the office space are as follows: Year Ended Lease Amount March 31, 2020 68,000 March 31, 2021 40,000 $ 108,000 On January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842), In arriving at the operating lease liabilities as of March 31, 2019, we applied the weighted-average incremental borrowing rate of 11.9% over a weighted-average remaining lease term of 1.6 years. Lease costs for the three months ended March 31, 2019 were $14,000 and cash paid for amounts included in the measurement of lease liabilities for the three months ended March 31, 2019 were $17,000. As of March 31, 2019, the following represents the difference between the remaining undiscounted lease commitments under non-cancelable leases and the lease liabilities: Undiscounted minimum lease commitments $ 108,000 Present value adjustment using incremental borrowing rate (10,000 ) Lease liabilities $ 98,000 |
CONCENTRATION OF CREDIT RISK
CONCENTRATION OF CREDIT RISK | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Note 7 - CONCENTRATION OF CREDIT RISK | The Company has historically provided financial terms to customers in accordance with what management views as industry norms. Financial terms range from immediate payment for access to the Company’s software products to several months for Meaningful Use consulting services. Management periodically and regularly reviews customer account activity in order to assess the adequacy of allowances for doubtful accounts, considering such factors as economic conditions and each customer’s payment history and creditworthiness. If the financial conditions of our customers were to deteriorate, or if they were otherwise unable to make payments in accordance with management’s expectations, we might have to increase our allowance for doubtful accounts, modify their financial terms and/or pursue alternative collection methods. Revenue concentrations for the three months ended March 31, 2019 and 2018 and the accounts receivable concentrations at March 31, 2019 and December 31, 2018, expressed as a percentage of the Company’s revenue and accounts receivable, respectively, are as follows: Net Sales for the three months ended Net Sales for the three months ended Accounts receivable at March 31, March 31, March 31, December 31, 2019 2018 2019 2018 Customer A 38 % 22 % 31 % 15 % Customer B 19 % 0 % 45 % 0 % Customer C 0 % 23 % 0 % 0 % Customer D 0 % 14 % 0 % 0 % Customer E 0 % 10 % 1 % 0 % Customer F 0 % 0 % 0 % 42 % Customer G 0 % 0 % 0 % 14 % |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Note 8 - SUBSEQUENT EVENTS | Since March 31, 2019, the Company has issued 874,657 shares of common stock for cash proceeds totaling $241,000. On April 30, 2019 iCoreConnect Inc., acquired substantially all of the assets of ClariCare Inc., an Indiana corporation, in exchange for $50,000 in cash and 2,301,007 shares of the Company’s Common Stock, subject to adjustment, and the assumption of certain specified liabilities and obligations of ClariCare Inc., all upon the terms and conditions set forth in an Asset Purchase Agreement dated as of April 30, 2019 (the “ClariCare Asset Purchase Agreement). |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Summary Of Significant Accounting Policies | |
Basis of Accounting | The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with GAAP. Significant accounting principles followed by the Company and the methods of applying those principles, which materially affect the determination of financial position, results of operations and cash flows are summarized below. |
Cash and Cash Equivalents | The Company classifies highly liquid temporary investments with an original maturity of three months or less when purchased as cash equivalents. The Company maintains cash balances at various financial institutions. Balances at United States banks are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk for cash on deposit. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts receivable are customer obligations due under normal trade terms. We maintain an allowance for doubtful accounts for estimated losses resulting from the potential inability of certain customers to make required future payments on amounts due us. Management determines the adequacy of this allowance by periodically evaluating the aging and past due nature of individual customer accounts receivable balances and considering the customer’s current financial situation as well as the existing industry economic conditions and other relevant factors that would be useful in assessing the risk of collectability. If the future financial condition of our customers were to deteriorate, resulting in their inability to make specific required payments, additions to the allowance for doubtful accounts may be required. In addition, if the financial condition of our customers improves and collections of amounts outstanding commence or are reasonably assured, then we may reverse previously established allowances for doubtful accounts. The Company has estimated and recorded an allowance for doubtful accounts of $12,000 both at March 31, 2019 and December 31, 2018. |
Property, Equipment and Depreciation | Property, equipment, and leasehold improvements are recorded at their historical cost. Depreciation and amortization have been determined using the straight line method over the estimated useful lives of the assets which are computers and office equipment (3 years) and for office furniture and fixtures (7 years). The cost of repairs and maintenance is charged to operations in the period incurred. |
Software Development Costs and Acquired Software | The Company accounts for software development costs, including costs to develop software products or the software component of products to be sold to external users. In accordance with ASC 985-730, Computer Software Research and Development, research and planning phase costs are expensed as incurred and development phase costs including direct materials and services, payroll and benefits and interest costs are capitalized. We have determined that technological feasibility for our products to be marketed to external users was reached before the release of those products. As a result, the development costs and related acquisition costs after the establishment of technological feasibility were capitalized as incurred. Capitalized costs for software to be sold to external users and software acquired in a business combination are amortized based on current and projected future revenue for each product with an annual minimum equal to the straight-line amortization over three years. |
Impairment of Long Lived Assets | Long lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount that the carrying amount of the asset exceeds the fair value of the asset. |
Goodwill | Goodwill acquired in a business combination is not amortized, but is tested for impairment annually or between annual tests when an impairment indicator exists. If an optional qualitative goodwill impairment assessment is not performed, we are required to determine the fair value of each reporting unit. If a reporting unit’s fair value is lower than its carrying value, we must determine the amount of implied goodwill that would be established if the reporting unit was hypothetically acquired on the impairment test date. If the carrying amount of a reporting unit’s goodwill exceeds the amount of implied goodwill, an impairment loss equal to the excess would be recorded. The recoverability of indefinite lived intangible assets is assessed by comparison of the carrying value of the asset to its estimated fair value. If we determine that the carrying value of the asset exceeds its estimated fair value, an impairment loss equal to the excess would be recorded. |
Revenue Recognition | The Company has four primary sources of revenue: · Electronic Health Records (EHR) licenses and rental services · Encrypted Secure & HIPPA Compliant email services (“Encrypted Secure email”) · ICD Coding Software · Meaningful Use Consulting Services Revenue from EHR software licensing arrangements include private cloud hosting services and post contract support provided to clients that have purchased a perpetual or specific term license to the EHR software solution and have contracted with the Company to host the software. These arrangements provide the client with a contractual right to take possession of the software at any time during the private cloud hosting period without significant penalty and it is feasible for the client to either use the software on its own equipment or to contract with an unrelated third party to host the software. The Company recognizes revenue from the sale of its EHR software license at the time the customer has access to use the software, with deferral of revenues associated with the cloud hosting and post contract support performance objectives, allocated based on relative fair value. The Company defers revenue from the sale of its EHR software products associated with cloud hosting and post contract support performance objectives over the term of the license agreement. Cloud hosting performance objective revenues are deferred based on forecasted cloud storage costs, encrypted secure email performance objective revenues are deferred based on the forecasted sales price of those services to other customers of the Company and customer support performance objective revenues are deferred based on forecasted customer support costs based on Company experience. Encrypted Secure email services are provided on a fee basis as software as a service (“SaaS”) arrangements and are recognized as revenue ratably over the contract terms beginning on the date our solutions are made available to the customer. The length of a period is monthly over which such customer has the right to use the Company’s SaaS Encrypted Secure email solution. ICD coding services are provided on a fee basis as SaaS arrangements and are recognized as revenue ratably over the contract terms beginning on the date the Company’s solutions are made available to the customer. The length of a customer service period varies from multi-year annually renewed to monthly over which such customer has the right to use the Company’s ICD coding software solution. Meaningful Use consulting service revenue is recognized in the period that the services are completed and the submission of the customer’s underlying application for Federal Meaningful Use Incentive Funds is received from the relevant taxing authority. |
Net Loss Per Share | Basic net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding for the period. Diluted net loss per share reflects the potential dilution of securities by adding other Common Stock equivalents, including stock options, shares issuable on exercise of warrants, convertible preferred stock and convertible notes in the weighted average number of common shares outstanding for a period, if dilutive. Common stock equivalents that are anti-dilutive were excluded from the computation of diluted earnings per share which consisted of all outstanding common stock options and warrants. |
Stock-Based Compensation | The Company accounts for the granting of share purchase options using the fair value method whereby all awards are recorded at fair value on the date of the grant. Share based awards granted with a performance condition are measured based on the probable outcome of that performance condition during the requisite service period. Such an award with a performance condition is accrued if it is probable that a performance condition will be achieved. Compensation costs for stock-based payments that do not include performance conditions are recognized on a straight-line basis. The fair value of all share purchase options is expensed over their requisite service period with a corresponding increase to paid-in-capital. Upon exercise of share purchase options, the consideration paid by the option holder, together with the amount previously recognized in paid-in-capital, is recorded as an increase to common stock. The fair value of restricted stock units issued are determined by the Company based on the estimated fair value the Company’s common stock. The Company estimates the fair value of each option award on the date of grant using a Black-Scholes option pricing model that uses the assumptions noted in the table below. The Company estimates the fair value of its common stock using the closing stock price of its common stock on the date of the agreement. The Company estimates the volatility of its common stock at the date of grant based on it’s historical stock prices. The Company determines the expected life based on historical experience with similar awards, giving consideration to the contractual terms, vesting schedules and post-vesting forfeitures. The Company uses the risk-free interest rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term approximately equal to the expected life of the award. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. |
Recently Issued Accounting Pronouncements | In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), In July 2017, the Financial Accounting Standards Board issued ASU No. 2017-11, “Accounting for Certain Financial Instruments with Down Round Features” (“Topic 480”). This update changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. ASU 2017-11 is effective for interim and annual periods beginning after December 15, 2018. The Company has evaluated the impact of the pronouncement on the financial statements and has determined that it will not have a significant impact on the financial statements. In June 2018, the Financial Accounting Standards Board issued ASU No. 2018-07, “Compensation-Stock Compensation (“Topic 718”): Improvements to Nonemployee Share-Based Payment Accounting.” This update is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to nonemployees. ASU 2018-07 is effective for interim and annual periods beginning after December 15, 2018. The Company has implemented the guidance and determined the impact of the pronouncement on the financial statements did not have a significant impact on the financial statements. The Company does not believe that any other issued, but not yet effective accounting standards, if currently adopted, will have a material effect on the Company’s consolidated financial position, results of operations and cash flows. |
COMMON STOCK AND PREFERRED ST_2
COMMON STOCK AND PREFERRED STOCK (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Common Stock And Preferred Stock | |
Summary of stock option activity | Options Outstanding Weighted Weighted Average Average Remaining Aggregate Number Exercise Contractual Intrinsic of Options Price Term in Years Value Outstanding - January 1, 2019 1,356,157 $ 0.31 9.8 $ - Granted 135,000 $ 0.15 9.9 Exercised - $ - Forfeited/expired - $ - Balance outstanding - March 31, 2019 1,491,157 $ 0.29 9.6 $ - Exercisable - March 31, 2019 624,490 $ 0.28 9.1 $ - Nonvested Options Weighted Average Weighted Remaining Number Average grant date Years of Options Fair Value to vest Nonvested - January 1, 2019 866,667 $ 0.13 1.6 Granted 135,000 $ 0.25 Vested (135,000 ) $ 0.25 Forfeited/expired - Nonvested - March 31, 2019 866,667 $ 0.13 1.4 |
SOFTWARE DEVELOPMENT COSTS (Tab
SOFTWARE DEVELOPMENT COSTS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Software Development Costs | |
Summary of the capitalization and amortization of the software development costs | March 31, December 31, 2019 2018 Development costs $ 1,607,000 $ 1,513,000 Acquired technology 630,000 630,000 Less accumulated amortization (1,169,000 ) (1,069,000 ) $ 1,068,000 $ 1,074,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Commitments And Contingencies | |
Schedule of components of lease investments | Year Ended Lease Amount March 31, 2020 68,000 March 31, 2021 40,000 $ 108,000 |
Schedule of undiscounted lease commitments | Undiscounted minimum lease commitments $ 108,000 Present value adjustment using incremental borrowing rate (10,000 ) Lease liabilities $ 98,000 |
CONCENTRATION OF CREDIT RISK (T
CONCENTRATION OF CREDIT RISK (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Concentration Of Credit Risk | |
CONCENTRATION OF CREDIT RISK | Net Sales for the three months ended Net Sales for the three months ended Accounts receivable at March 31, March 31, March 31, December 31, 2019 2018 2019 2018 Customer A 38 % 22 % 31 % 15 % Customer B 19 % 0 % 45 % 0 % Customer C 0 % 23 % 0 % 0 % Customer D 0 % 14 % 0 % 0 % Customer E 0 % 10 % 1 % 0 % Customer F 0 % 0 % 0 % 42 % Customer G 0 % 0 % 0 % 14 % |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) | 3 Months Ended |
Mar. 31, 2019 | |
Nature Of Operations | |
State of incorporation | Nevada |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Going Concern | ||||
Net income (loss) | $ (761,000) | $ (2,300,000) | ||
Accumulated deficit | 72,118,000 | $ 71,344,000 | ||
Working capital deficit | (2,170,000) | |||
TOTAL STOCKHOLDERS' DEFICIT | $ (849,000) | $ (1,288,000) | $ (958,000) | $ (1,264,000) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Allowance for doubtful accounts | $ 12,000 | $ 12,000 |
January 1, 2019 [Member] | ||
FDIC insured limit | 250,000 | |
Increae (decrease) in assets due to adoption of ASU 2016-02 | 112,000 | |
Increae (decrease) in liabilities due to adoption of ASU 2016-02 | 125,000 | |
Increae (decrease) in retained earnings due to adoption of ASU 2016-02 | $ 13,000 | |
Software Development [Member] | ||
Finite lived intangible assets, amortization period | 3 years | |
Computers and office equipment [Member] | ||
Estimated useful life | 3 years | |
Furniture and Fixtures [Member] | ||
Estimated useful life | 7 years |
COMMON STOCK AND PREFERRED ST_3
COMMON STOCK AND PREFERRED STOCK (Details) | 3 Months Ended |
Mar. 31, 2019USD ($)$ / sharesshares | |
Options Outstanding | |
Number of Options/Warrants Outstanding, Beginning | 1,356,157 |
Number of Options Outstanding, Granted | 135,000 |
Number of Options Outstanding, Exercised | |
Number of Options Outstanding, Forfeited/expired | |
Number of Options/Warrants Outstanding, Ending | 1,491,157 |
Number of Options Outstanding, Exercisable Ending | 624,490 |
Weighted Average Exercise Price, Beginning | $ / shares | $ 0.31 |
Weighted Average Exercise Price, Granted | $ / shares | 0.15 |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Forfeited/expired | $ / shares | |
Weighted Average Exercise Price, Ending | $ / shares | 0.29 |
Weighted Average Exercise Price, Exercisable Ending | $ / shares | $ 0.28 |
Weighted Average Remaining Contractual Term in Years, Beginning | 9 years 9 months 18 days |
Weighted Average Remaining Contractual Term in Years, Granted | 9 years 10 months 24 days |
Weighted Average Remaining Contractual Term in Years, Ending | 9 years 7 months 6 days |
Weighted Average Remaining Contractual Term in Years, Exercisable Ending | 9 years 1 month 6 days |
Aggregate Intrinsic Value, Beginning | $ | |
Aggregate Intrinsic Value, Ending | $ | |
Aggregate Intrinsic Value, Exercisable Ending | $ | |
Nonvested Options | |
Number of Options Nonvested, Beginning | 866,667 |
Number of Options Nonvested, Granted | 135,000 |
Number of Options Nonvested, Vested | (135,000) |
Number of Options Nonvested, Forfeited/expired | |
Number of Options Nonvested, Ending | 866,667 |
Weighted Average grant date Fair Value Nonvested, Beginning | $ / shares | $ 0.13 |
Weighted Average grant date Fair Value Granted | $ / shares | 0.25 |
Weighted Average grant date Fair Value Vested | $ / shares | 0.25 |
Weighted Average grant date Fair Value Nonvested, Ending | $ / shares | $ 0.13 |
Weighted Average Remaining Years to vest Nonvested, Beginning | 1 year 7 months 6 days |
Weighted Average Remaining Years to vest Nonvested, Ending | 1 year 4 months 24 days |
COMMON STOCK AND PREFERRED ST_4
COMMON STOCK AND PREFERRED STOCK (Details Narrative) | 3 Months Ended |
Mar. 31, 2019USD ($)$ / sharesshares | |
Employees and Directors [Member] | |
Restricted common stock issued for services | 675,000 |
Restricted common stock shares vested | 212,500 |
Board of Directors [Member] | Options | |
Shares reserved for future issuance | 135,000 |
Exercise price | $ / shares | $ 0.15 |
Notes payable [Member] | |
Debt conversion converted instrument shares issued | 2,395,607 |
Debt conversion amount converted | $ | $ 20,000 |
Proceeds from conversion of debt | $ | $ 655,000 |
SOFTWARE DEVELOPMENT COSTS (Det
SOFTWARE DEVELOPMENT COSTS (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Acquired technology | $ 518,000 | $ 539,000 |
Software development costs, net of accumulated amortization | 550,000 | 535,000 |
Software Development [Member] | ||
Development costs | 1,607,000 | 1,513,000 |
Acquired technology | 630,000 | 630,000 |
Less accumulated amortization | (1,169,000) | (1,069,000) |
Software development costs, net of accumulated amortization | $ 1,068,000 | $ 1,074,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - Lease [Member] | Mar. 31, 2019USD ($) |
March 31, 2019 | $ 68,000 |
March 31, 2020 | 40,000 |
Total | $ 108,000 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details 1) - Lease [Member] | Mar. 31, 2019USD ($) |
Undiscounted minimum lease commitments | $ 108,000 |
Present value adjustment using incremental borrowing rate | (10,000) |
Lease liabilities | $ 98,000 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 1 Months Ended | 3 Months Ended |
Nov. 15, 2017ft² | Mar. 31, 2019USD ($) | |
January 1, 2019 [Member] | ||
Increae (decrease) in assets due to adoption of ASU 2016-02 | $ 112,000 | |
Increae (decrease) in liabilities due to adoption of ASU 2016-02 | 125,000 | |
Increae (decrease) in retained earnings due to adoption of ASU 2016-02 | $ 13,000 | |
Lease [Member] | ||
Operating lease, term | 3 years | |
Operating lease, area | ft² | 4,100 | |
Operating lease, renewal term | 1 year | |
Operating lease liabilities, weighted-average incremental borrowing rate | 11.90% | |
Operating lease liabilities, weighted-average remaining lease term | 1 year 7 months 6 days | |
Operating lease liabilities, lease costs | $ 14,000 | |
Cash paid for amounts included in the measurement of lease liabilities | $ 17,000 |
CONCENTRATION OF CREDIT RISK (D
CONCENTRATION OF CREDIT RISK (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Sales Revenue, Net [Member] | Customer A member [Member] | |||
Concentration Risk, Percentage | 38.00% | 22.00% | |
Sales Revenue, Net [Member] | Customer B member [Member] | |||
Concentration Risk, Percentage | 19.00% | 0.00% | |
Sales Revenue, Net [Member] | Customer C member [Member] | |||
Concentration Risk, Percentage | 0.00% | 23.00% | |
Sales Revenue, Net [Member] | Customer D member [Member] | |||
Concentration Risk, Percentage | 0.00% | 14.00% | |
Sales Revenue, Net [Member] | Customer E member [Member] | |||
Concentration Risk, Percentage | 0.00% | 10.00% | |
Sales Revenue, Net [Member] | Customer F member [Member] | |||
Concentration Risk, Percentage | 0.00% | 0.00% | |
Sales Revenue, Net [Member] | Customer G member [Member] | |||
Concentration Risk, Percentage | 0.00% | 0.00% | |
Accounts Receivable [Member] | Customer A member [Member] | |||
Concentration Risk, Percentage | 31.00% | 15.00% | |
Accounts Receivable [Member] | Customer B member [Member] | |||
Concentration Risk, Percentage | 45.00% | 0.00% | |
Accounts Receivable [Member] | Customer C member [Member] | |||
Concentration Risk, Percentage | 0.00% | 0.00% | |
Accounts Receivable [Member] | Customer D member [Member] | |||
Concentration Risk, Percentage | 0.00% | 0.00% | |
Accounts Receivable [Member] | Customer E member [Member] | |||
Concentration Risk, Percentage | 1.00% | 0.00% | |
Accounts Receivable [Member] | Customer F member [Member] | |||
Concentration Risk, Percentage | 0.00% | 42.00% | |
Accounts Receivable [Member] | Customer G member [Member] | |||
Concentration Risk, Percentage | 0.00% | 14.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Apr. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Proceeds from issuance of common stock | $ 655,000 | $ 545,000 | |||
Common stock shares issued | 53,472,238 | 53,472,238 | 50,864,131 | ||
Subsequent Event [Member] | |||||
Proceeds from issuance of common stock | $ 241,000 | ||||
Common stock shares issued | 874,657 | 874,657 | |||
Subsequent Event [Member] | ClariCare Inc [Member] | Exchange [Member] | |||||
Cash | $ 50,000 | ||||
Common Stock | 2,301,007 |