Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Oct. 31, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | iCoreConnect Inc. | |
Entity Central Index Key | 0001408057 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2019 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Entity Common Stock Shares Outstanding | 63,967,923 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
ASSETS | ||
Cash and cash equivalents | $ 31,000 | $ 1,000 |
Accounts receivable, net of allowance for doubtful accounts | 110,000 | 224,000 |
Prepaid expenses | 97,000 | 9,000 |
Total current assets | 238,000 | 234,000 |
Property and equipment, net | 7,000 | 11,000 |
Right of use lease asset - operating | 68,000 | |
Software development costs, net | 587,000 | 535,000 |
Acquired technology, net | 988,000 | 539,000 |
Goodwill and intangible assets, net | 399,000 | 416,000 |
Total long-term assets | 2,049,000 | 1,501,000 |
TOTAL ASSETS | 2,287,000 | 1,735,000 |
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||
Accounts payable and accrued expenses | 483,000 | 664,000 |
Line of credit | 498,000 | |
Operating lease liability, current portion | 64,000 | |
Current maturities of long-term debt | 1,285,000 | 1,361,000 |
Total current liabilities | 1,832,000 | 2,523,000 |
Long-term debt, net of current maturities | 47,000 | 55,000 |
Operating lease liability, net of current portion | 6,000 | |
Deferred revenue | 114,000 | 115,000 |
Total long-term liabilities | 167,000 | 170,000 |
TOTAL LIABILITIES | 1,999,000 | 2,693,000 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred Stock, Undesignated par value $0.001; Authorized 10,000,000 shares; none issued or outstanding | ||
Common stock par value $0.001; 600,000,000 shares authorized; Issued and Outstanding: 63,867,923 as of September 30, 2019 and 50,864,131 as of December 31, 2018 | 64,000 | 51,000 |
Additional paid-in-capital | 73,842,000 | 70,335,000 |
Accumulated deficit | (73,618,000) | (71,344,000) |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | 288,000 | (958,000) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 2,287,000 | $ 1,735,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares Authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares Issued | 63,867,923 | 50,864,131 |
Common stock, shares Outstanding | 63,867,923 | 50,864,131 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) | ||||
Revenue | $ 225,000 | $ 271,000 | $ 810,000 | $ 893,000 |
Cost of sales | 83,000 | 130,000 | 247,000 | 359,000 |
Gross profit | 142,000 | 141,000 | 563,000 | 534,000 |
Expenses | ||||
Selling, general and administrative | 741,000 | 606,000 | 2,310,000 | 2,817,000 |
Depreciation and amortization | 190,000 | 100,000 | 464,000 | 300,000 |
Total operating expenses | 931,000 | 706,000 | 2,774,000 | 3,117,000 |
Loss from operations | (789,000) | (565,000) | (2,211,000) | (2,583,000) |
Other | ||||
Interest expense | (109,000) | (59,000) | (204,000) | (169,000) |
Other (expense) income | 8,000 | (1,742,000) | ||
Gain on cacellation of liabilities | 154,000 | 154,000 | ||
Total other | 45,000 | (51,000) | (50,000) | (1,911,000) |
Net loss | $ (744,000) | $ (616,000) | $ (2,261,000) | $ (4,494,000) |
Net loss per share available to common stockholders, basic and diluted | $ (0.01) | $ (0.01) | $ (0.04) | $ (0.11) |
Weighted average number of shares, basic and diluted | 60,737,967 | 47,379,032 | 56,536,170 | 42,708,594 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED) - USD ($) | Total | Common stock Shares | Additional Paid In Capital | Accumulated Deficit |
Balances, Shares at Jan. 01, 2018 | 34,318,198 | |||
Balances, Amonut at Jan. 01, 2018 | $ (1,264,000) | $ 34,000 | $ 64,856,000 | $ (66,154,000) |
Stock issued for cash, Shares | 1,867,000 | |||
Stock issued for services, Shares | 3,400,000 | |||
Stock compensation expense, Shares | ||||
Net loss | (2,300,000) | (2,300,000) | ||
Stock issued for cash, Amonut | 545,000 | 2,000 | 543,000 | |
Stock issued for services, Amonut | 1,700,000 | 3,000 | 1,697,000 | |
Stock compensation expense, Amonut | 31,000 | 31,000 | ||
Balances, Shares at Mar. 31, 2018 | 39,585,198 | |||
Balances, Amonut at Mar. 31, 2018 | (1,288,000) | $ 39,000 | 67,127,000 | (68,454,000) |
Stock issued for cash, Shares | 2,173,215 | |||
Stock issued for services, Shares | 3,366,440 | |||
Stock compensation expense, Shares | ||||
Net loss | (1,578,000) | (1,578,000) | ||
Stock issued for cash, Amonut | 734,000 | 2,000 | 732,000 | |
Stock issued for services, Amonut | 874,000 | 3,000 | 871,000 | |
Stock compensation expense, Amonut | 32,000 | 32,000 | ||
Balances, Shares at Jun. 30, 2018 | 45,124,853 | |||
Balances, Amonut at Jun. 30, 2018 | (1,226,000) | $ 44,000 | 68,762,000 | (70,032,000) |
Stock issued for cash, Shares | 4,191,111 | |||
Stock compensation expense, Shares | ||||
Net loss | (616,000) | (616,000) | ||
Stock issued for cash, Amonut | 1,070,000 | 4,000 | 1,066,000 | |
Stock compensation expense, Amonut | 78,000 | 78,000 | ||
Balances, Shares at Sep. 30, 2018 | 49,315,964 | |||
Balances, Amonut at Sep. 30, 2018 | (694,000) | $ 48,000 | 69,906,000 | (70,648,000) |
Balances, Shares at Jan. 01, 2019 | 50,864,131 | |||
Balances, Amonut at Jan. 01, 2019 | (958,000) | $ 51,000 | 70,335,000 | (71,344,000) |
Stock compensation expense, Shares | 212,500 | |||
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 compensation expense, Amonut | 208,000 | 208,000 | ||
Stock issued for cash and conversion of notes payable, Amonut | 675,000 | $ 2,000 | 673,000 | |
Balances, Shares at Mar. 31, 2019 | 53,472,238 | |||
Balances, Amonut at Mar. 31, 2019 | (849,000) | $ 53,000 | 71,216,000 | (72,118,000) |
Stock issued for cash, Shares | 1,600,152 | |||
Stock issued for services, Shares | 66,666 | |||
Stock compensation expense, Shares | 1,047,860 | |||
Net loss | (756,000) | (756,000) | ||
Stock issued for acquisition of technology (Note 1), Shares | 2,301,007 | |||
Stock issued for cash, Amonut | 427,000 | $ 2,000 | 425,000 | |
Stock issued for services, Amonut | 17,000 | 17,000 | ||
Stock compensation expense, Amonut | 134,000 | 1,000 | 133,000 | |
Stock issued for acquisition of technology (Note 1), Amonut | 575,000 | $ 2,000 | 573,000 | |
Balances, Shares at Jun. 30, 2019 | 58,487,923 | |||
Balances, Amonut at Jun. 30, 2019 | (452,000) | $ 58,000 | 72,364,000 | (72,874,000) |
Stock issued for cash, Shares | 5,380,000 | |||
Stock compensation expense, Shares | ||||
Net loss | (744,000) | (744,000) | ||
Stock issued for cash, Amonut | 1,350,000 | 6,000 | 1,344,000 | |
Stock compensation expense, Amonut | 134,000 | 134,000 | ||
Balances, Shares at Sep. 30, 2019 | 63,867,923 | |||
Balances, Amonut at Sep. 30, 2019 | $ 288,000 | $ 64,000 | $ 73,842,000 | $ (73,618,000) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITTIES | ||
Net loss | $ (2,261,000) | $ (4,494,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 4,000 | 3,000 |
Amortization of software development costs | 460,000 | 296,000 |
Gain on cancellation of liabilities | (154,000) | |
Stock issued for services | 17,000 | |
Change in allowance for doubtful accounts | 3,000 | |
Stock compensation expense | 476,000 | 2,715,000 |
Decrease (increase) in: | ||
Accounts receivable | 114,000 | (111,000) |
Prepaid expenses | (88,000) | 5,000 |
Right of use asset, net of lease liability | (11,000) | |
Accounts payable and accrued expenses | (48,000) | (38,000) |
Deferred revenue | (1,000) | 40,000 |
NET CASH USED IN OPERATING ACTIVITIES | (1,492,000) | (1,581,000) |
INVESTING ACTIVITIES | ||
Amount paid for acquisition of ClariCare software | (50,000) | |
Amounts paid for capitalized software development costs | (298,000) | (251,000) |
NET CASH USED IN INVESTING ACTIVITIES | (348,000) | (251,000) |
FINANCING ACTIVITES | ||
Proceeds from debt | 75,000 | |
Payments on debt | (637,000) | (92,000) |
Proceeds from issuance of common stock | 2,432,000 | 2,349,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,870,000 | 2,257,000 |
NET INCREASE IN CASH | 30,000 | 425,000 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD | 1,000 | 52,000 |
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD | 31,000 | 477,000 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid during the period for interest | $ 170,000 | $ 125,000 |
Stock issued for acquisition of technology | 575,000 | |
Stock issued for conversion of notes payable | $ 20,000 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 2019 | |
NATURE OF OPERATIONS | |
Note 1 - NATURE OF OPERATIONS | iCoreConnect, Inc., (the "Company") a Nevada Corporation, builds secure cloud-based communications systems, focused on healthcare, although the core technology can be adopted to other vertical markets that require a high degree of secure data communication, such as the legal, financial and education fields. iCoreConnect’s iCoreExchange (Health Information Exchange), allows providers and health care professionals to exchange patient specific healthcare information via the internet while maintaining compliance with all Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) regulations and the current Direct protocol. Our solutions allow providers and health care professionals to use the internet in ways previously unavailable to them due to HIPAA restrictions to quickly and cost effectively exchange and share patient medical information. iCoreConnect Inc., creates communication and practice management software that allows you to share information at the highest level of security and is a national provider of secure communications for high compliance industries. Our software allows organizations and individuals to easily exchange information utilizing 2048-bit encryption in full compliance of current federal laws. The Company currently designs, engineers and sells cloud-based software for the healthcare industry, with potential application in other industries with a need for secure information communication compliance. Due to current HIPAA regulations, providers and health care professionals have been prohibited from electronically exchanging unencrypted personal health information. Until recently, there was no cost-effective platform for transferring this information in a HIPAA compliant environment. We set out to solve this problem. The Company markets several products under the iCoreConnect umbrella which solve several industry problems. We provide customizable secure cloud-based software. iCoreConnect currently markets six different software products: iCoreExchange, iCoreCodeGenius, iCoreSecure, iCoreMD, iCoreDental and iCoreExam. On April 30, 2019 iCoreConnect Inc., acquired technology and other certain assets of ClariCare Inc., an Indiana corporation, in exchange for (i) $50,000 in cash, (ii) 2,301,007 shares of the Company’s common stock, subject to adjustment, and (iii) the assumption of a company credit card balance not to exceed $23,000, all upon the terms and conditions set forth in the Asset Purchase Agreement dated as of April 30, 2019 (the “ClariCare Asset Purchase Agreement”) filed in the Company’s Form 8-K with the SEC. The Company is required to issue additional shares on September 30, 2020 if the stock price is less than $1.49 per share as of that date. ClariCare has created cloud-based dental analytics and practice management software to provide dentists and providers to the dental market the modern tools to run their practices more efficiently and effectively and is a complement to our current dental market product offering. The Company accounted for the ClariCare Asset Purchase Agreement as an asset acquisition under ASC 805, which provides guidance for asset acquisitions. Under the guidance, if substantially all of the acquisition is made up of one asset or similar assets, then the acquisition is an asset acquisition. The Company believes the assets acquired from ClariCare are similar and consider them all to be acquired technology (See Note 5). Further, the Company does not believe the acquired technology constitutes a business as defined under ASC 805. 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 regulations. 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 nine month period ended September 30, 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 | 9 Months Ended |
Sep. 30, 2019 | |
GOING CONCERN | |
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 nine month period ended September 30, 2019 the Company generated an operating loss of $2,211,000. In addition, the Company has an accumulated deficit, total stockholders’ equity and net working capital deficit of $73,618,000, $288,000 and $1,594,000 respectively at September 30, 2019. 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 and/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. The Company had a revolving line of credit agreement in the amount of $500,000 which had an outstanding balance of $498,000 as of June 30, 2019. All outstanding principal and interest under the line of credit was due and payable on July 15, 2019. In August 2019 the counterparty to the line of credit agreement sold its interest in the line to a limited liability company (LLC) of which at least one shareholder of the Company is a member. In September 2019 the amount owing to the LLC was paid in full and the Company was released of all of its obligations under the line of credit. In August 2019 the Company signed a $78,000 convertible promissory note due twelve (12) months after issuance (the "Note") and received $75,000 net of closing fees. Interest at 10% per annum shall not be due until maturity. One hundred eighty (180) days following the date of funding and thereafter, the Note shall be convertible into common stock of the Company ("Common Stock"). The conversion price shall be subject to a discount of 39%. The conversion price shall be determined on the basis of the average of the three (3) lowest closing bid prices for the Common Stock during the prior fifteen (15) trading day period. There is an ascending prepayment penalty percentage applied should the Company prepay the Note during the first one hundred eighty (180) days after which the Company shall have no right of prepayment. The Note Holder will be limited to convert no more than 4.99% of the issued and outstanding Common Stock at time of conversion at any one time. 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 | 9 Months Ended |
Sep. 30, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
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 accounting principles generally accepted in the United States (“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 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 at both September 30, 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). 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 were 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 three primary sources of revenue: · Electronic Health Records (EHR) licenses and rental services · Encrypted Secure & HIPPA Compliant email services (“Encrypted Secure email”) · ICD Coding Software 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 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 annual contract terms beginning on the date our solutions are made available to the customer. 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. Advertising Costs Advertising costs are reported in general and administrative expenses and include advertising, marketing and promotional programs and are charged as expenses in the period or year in which incurred. Advertising costs were $31,000 and $33,000, for the nine month period ended September 30, 2019 and 2018, respectively. 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. 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 shares of common stock 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 the performance condition will be achieved. Compensation costs for stock-based payments that do not include performance conditions are recognized on a straight-line basis over the requisite service period. Upon exercise of share purchase options, the consideration paid by the option holder, together with the amount previously recognized in additional capital surplus, is recorded as an increase to share capital. The fair value of restricted stock units issued are determined by the Company based on the estimated fair value of 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. 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 its historical stock prices. The Company determines the expected life based on the Simplified Method as allowed by SAB 107. 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. Options granted during the nine months ended September 30, 2019 were vested using the following assumptions: Expected Term (years) 2 years Weighted average volatility 100 % Weighted average risk free rate 2.76 % Expected dividends $ 0 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 did 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 | 9 Months Ended |
Sep. 30, 2019 | |
COMMON STOCK AND PREFERRED STOCK | |
Note 4 - COMMON STOCK AND PREFERRED STOCK | Stock Issuances During the nine month period ended September 30, 2019, the Company issued 9,375,759 shares of common stock for the conversion of a $20,000 note payable and cash proceeds totaling $2,432,000. 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. In addition, a total of 1,047,860 shares vested from an issuance of restricted common stock in 2018. The Company also issued 66,666 shares relating to a Settlement Agreement with our former CFO. Lastly, the Company issued 2,301,007 shares of common stock to acquire technology and other certain assets from ClariCare (See Note 1). Stock Options On February 21, 2019, our Board of Directors authorized the issuance of options to certain employees to purchase 135,000 shares of Common stock, at an exercise price of $0.15, that vested upon issuance. During the nine month period ended September 30, 2019, no options expired or were exercised and 25,000 options were forfeited. A summary of option activity for the nine month period ended September 30, 2019, is presented below: Options Outstanding Weighted Average Weighted Remaining Average Contractual Aggregate Number Exercise Term in Intrinsic of Options Price Years Value Outstanding - January 1, 2019 1,356,157 $ 0.31 9.8 $ - Granted 135,000 $ 0.15 9.4 Exercised - $ - Forfeited (25,000 ) $ 0.15 Balance outstanding - September 30, 2019 1,466,157 $ 0.29 9.1 $ - Exercisable - September 30, 2019 599,490 $ 0.27 8.5 $ - Weighted Weighted Average Number Average grant date Remaining Years of Options Fair Value to Vest Nonvested - January 1, 2019 866,667 $ 0.13 1.6 Granted 135,000 $ 0.15 Vested (135,000 ) $ 0.15 Forfeited/expired - Nonvested - September 30, 2019 866,667 $ 0.13 0.9 |
SOFTWARE DEVELOPMENT COSTS
SOFTWARE DEVELOPMENT COSTS | 9 Months Ended |
Sep. 30, 2019 | |
SOFTWARE DEVELOPMENT COSTS | |
Note 5 - SOFTWARE DEVELOPMENT COSTS | The Company continued to develop its software products with significant features and enhancements during the nine month period ended September 30, 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: September 30, December 31, 2019 2018 Development costs $ 1,811,000 $ 1,513,000 Acquired technology 1,277,000 630,000 Less accumulated amortization (1,513,000 ) (1,069,000 ) $ 1,575,000 $ 1,074,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2019 | |
COMMITMENTS AND CONTINGENCIES | |
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 September 30, 2019, undiscounted future lease obligations for the office space are as follows: Year Ended Lease Amount September 30, 2020 $ 69,000 September 30, 2021 6,000 $ 75,000 On January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842), Lease costs for the nine months ended September 30, 2019 were $42,000 and cash paid for amounts included in the measurement of lease liabilities for the nine month ended September 30, 2019 were $50,000. As of September 30, 2019, the following represents the difference between the remaining undiscounted lease commitments under non-cancelable leases and the lease liabilities: Undiscounted minimum lease commitments $ 75,000 Present value adjustment using incremental borrowing rate (5,000 ) Lease liabilities $ 70,000 |
CONCENTRATION OF CREDIT RISK
CONCENTRATION OF CREDIT RISK | 9 Months Ended |
Sep. 30, 2019 | |
GOING CONCERN | |
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 nine months ended September 30, 2019 and 2018 and the accounts receivable concentrations as of September 30, 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 Nine Months Ended Accounts Receivable at September 30, September 30, September 30, December 31, 2019 2018 2019 2018 Customer A 42 % 30 % 33 % 15 % Customer B 0 % 11 % 0 % 0 % Customer C 1 % 10 % 2 % 42 % Customer D 4 % 0 % 15 % 1 % |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 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 accounting principles generally accepted in the United States (“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 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 at both September 30, 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). |
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 were 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 three primary sources of revenue: · Electronic Health Records (EHR) licenses and rental services · Encrypted Secure & HIPPA Compliant email services (“Encrypted Secure email”) · ICD Coding Software 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 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 annual contract terms beginning on the date our solutions are made available to the customer. 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. |
Advertising Costs | Advertising costs are reported in general and administrative expenses and include advertising, marketing and promotional programs and are charged as expenses in the period or year in which incurred. Advertising costs were $31,000 and $33,000, for the nine month period ended September 30, 2019 and 2018, respectively. |
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. |
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 shares of common stock 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 the performance condition will be achieved. Compensation costs for stock-based payments that do not include performance conditions are recognized on a straight-line basis over the requisite service period. Upon exercise of share purchase options, the consideration paid by the option holder, together with the amount previously recognized in additional capital surplus, is recorded as an increase to share capital. The fair value of restricted stock units issued are determined by the Company based on the estimated fair value of 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. 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 its historical stock prices. The Company determines the expected life based on the Simplified Method as allowed by SAB 107. 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. Options granted during the nine months ended September 30, 2019 were vested using the following assumptions: Expected Term (years) 2 years Weighted average volatility 100 % Weighted average risk free rate 2.76 % Expected dividends $ 0 |
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 did 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of option granted | Expected Term (years) 2 years Weighted average volatility 100 % Weighted average risk free rate 2.76 % Expected dividends $ 0 |
COMMON STOCK AND PREFERRED ST_2
COMMON STOCK AND PREFERRED STOCK (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
COMMON STOCK AND PREFERRED STOCK | |
Schedule of stock option | Options Outstanding Weighted Average Weighted Remaining Average Contractual Aggregate Number Exercise Term in Intrinsic of Options Price Years Value Outstanding - January 1, 2019 1,356,157 $ 0.31 9.8 $ - Granted 135,000 $ 0.15 9.4 Exercised - $ - Forfeited (25,000 ) $ 0.15 Balance outstanding - September 30, 2019 1,466,157 $ 0.29 9.1 $ - Exercisable - September 30, 2019 599,490 $ 0.27 8.5 $ - Weighted Weighted Average Number Average grant date Remaining Years of Options Fair Value to Vest Nonvested - January 1, 2019 866,667 $ 0.13 1.6 Granted 135,000 $ 0.15 Vested (135,000 ) $ 0.15 Forfeited/expired - Nonvested - September 30, 2019 866,667 $ 0.13 0.9 |
SOFTWARE DEVELOPMENT COSTS (Tab
SOFTWARE DEVELOPMENT COSTS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
SOFTWARE DEVELOPMENT COSTS (Tables) | |
Summary of the capitalization and amortization of the software development costs | September 30, December 31, 2019 2018 Development costs $ 1,811,000 $ 1,513,000 Acquired technology 1,277,000 630,000 Less accumulated amortization (1,513,000 ) (1,069,000 ) $ 1,575,000 $ 1,074,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
COMMITMENTS AND CONTINGENCIES | |
Schedule of components of lease investments | Year Ended Lease Amount September 30, 2020 $ 69,000 September 30, 2021 6,000 $ 75,000 |
Schedule of undiscounted lease commitments | Undiscounted minimum lease commitments $ 75,000 Present value adjustment using incremental borrowing rate (5,000 ) Lease liabilities $ 70,000 |
CONCENTRATION OF CREDIT RISK (T
CONCENTRATION OF CREDIT RISK (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
GOING CONCERN | |
CONCENTRATION OF CREDIT RISK | Net Sales For The Nine Months Ended Accounts Receivable at September 30, September 30, September 30, December 31, 2019 2018 2019 2018 Customer A 42 % 30 % 33 % 15 % Customer B 0 % 11 % 0 % 0 % Customer C 1 % 10 % 2 % 42 % Customer D 4 % 0 % 15 % 1 % |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended |
Apr. 30, 2019 | Sep. 30, 2019 | |
State of incorporation | Nevada | |
ClariCare Inc [Member] | ||
Business acquisition consideration transferred, cash | $ 50,000 | |
Business acquisition consideration transferred, shares issued | 2,301,007 | 2,301,007 |
Business acquisition consideration transferred, credit card | $ 23,000 | |
Description for assumption of credit card balance | the assumption of a company credit card balance not to exceed $23,000, all upon the terms and conditions set forth in the Asset Purchase Agreement dated as of April 30, 2019 (the "ClariCare Asset Purchase Agreement") filed in the Company Form 8-K with the SEC |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||
Aug. 01, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | |
Net income (loss) | $ (744,000) | $ (616,000) | $ (1,578,000) | $ (3,878,000) | $ (2,261,000) | $ (4,494,000) | ||||
Operating income loss | (789,000) | $ (565,000) | (2,211,000) | $ (2,583,000) | ||||||
Accumulated deficit | (73,618,000) | (73,618,000) | $ (71,344,000) | |||||||
Working capital deficit | (1,594,000) | (1,594,000) | ||||||||
Stockholders equity | 288,000 | $ (1,226,000) | $ (1,226,000) | 288,000 | (958,000) | $ (1,288,000) | $ (1,264,000) | |||
Line of credit | 498,000 | |||||||||
Convertible promissory note [Member] | ||||||||||
Conversion of stock description | One hundred eighty (180) days following the date of funding and thereafter, the Note shall be convertible into common stock of the Company ("Common Stock"). The conversion price shall be subject to a discount of 39%. The conversion price shall be determined on the basis of the average of the three (3) lowest closing bid prices for the Common Stock during the prior fifteen (15) trading day period. There is an ascending prepayment penalty percentage applied should the Company prepay the Note during the first one hundred eighty (180) days after which the Company shall have no right of prepayment. The Note Holder will be limited to convert no more than 4.99% of the issued and outstanding Common Stock at time of conversion at any one time. | |||||||||
Convertible promissory note | $ 78,000 | |||||||||
Due period | 12 months | |||||||||
closing fees received | $ 75,000 | |||||||||
Interest rate | 10.00% | |||||||||
Revolving Credit Facility [Member] | ||||||||||
Line of credit | $ 498,000 | |||||||||
Revolving line of credit | $ 500,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Stock option [Member] | 9 Months Ended |
Sep. 30, 2019$ / shares | |
Expected Term (years) | 2 years |
Weighted average volatility | 100.00% |
Weighted average risk free rate | 2.76% |
Expected dividends | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Allowance for doubtful accounts | $ 12,000 | $ 12,000 | |
FDIC insured limit | 250,000 | ||
Advertising expenses | $ 31,000 | $ 33,000 | |
Computers and office equipment [Member] | |||
Estimated useful life | 3 years | ||
Furniture and Fixtures [Member] | |||
Estimated useful life | 7 years | ||
Software Development [Member] | |||
Finite lived intangible assets, amortization period | 3 years | ||
January 1, 2019 [Member] | |||
Increae (decrease) in assets due to adoption | $ 112,000 | ||
Increae (decrease) in liabilities due to adoption | 125,000 | ||
Increae (decrease) in retained earnings due | $ (13,000) |
COMMON STOCK AND PREFERRED ST_3
COMMON STOCK AND PREFERRED STOCK (Details) | 9 Months Ended |
Sep. 30, 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 | (25,000) |
Number of Options/Warrants Outstanding, Ending | 1,466,157 |
Number of Options Outstanding, Exercisable Ending | 599,490 |
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 | 0.15 |
Weighted Average Exercise Price, Ending | $ / shares | 0.29 |
Weighted Average Exercise Price, Exercisable Ending | $ / shares | $ 0.27 |
Weighted Average Remaining Contractual Term in Years, Beginning | 9 years 9 months 18 days |
Weighted Average Remaining Contractual Term in Years, Granted | 9 years 4 months 24 days |
Weighted Average Remaining Contractual Term in Years, Ending | 9 years 1 month 6 days |
Weighted Average Remaining Contractual Term in Years, Exercisable Ending | 8 years 6 months |
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 | 0.15 |
Weighted Average grant date Fair Value Vested | $ / shares | 0.15 |
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 | 10 months 25 days |
COMMON STOCK AND PREFERRED ST_4
COMMON STOCK AND PREFERRED STOCK (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Apr. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Feb. 21, 2019 | |
Number of Options Outstanding, Forfeited/expired | 25,000 | |||
Notes payable [Member] | ||||
Debt conversion converted instrument shares issued | 9,375,759 | |||
Debt conversion amount converted | $ 20,000 | |||
Proceeds from conversion of debt | $ 2,432,000 | |||
ClariCare Inc [Member] | ||||
Business acquisition consideration transferred, shares issued | 2,301,007 | 2,301,007 | ||
Settlement agreement [Member] | CFO [Member] | ||||
Shares issued upon extinguishment of debt | 66,666 | |||
Employees and Directors [Member] | ||||
Restricted common stock issued for services | 675,000 | |||
Restricted common stock shares vested | 212,500 | 1,047,860 | ||
Board of Directors [Member] | Options | ||||
Shares reserved for future issuance | 135,000 | |||
Exercise price | $ 0.15 |
SOFTWARE DEVELOPMENT COSTS (Det
SOFTWARE DEVELOPMENT COSTS (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Acquired technology | $ 988,000 | $ 539,000 |
Software development costs, net of accumulated amortization | 587,000 | 535,000 |
Software Development [Member] | ||
Development costs | 1,811,000 | 1,513,000 |
Acquired technology | 1,277,000 | 630,000 |
Less accumulated amortization | (1,513,000) | (1,069,000) |
Software development costs, net of accumulated amortization | $ 1,575,000 | $ 1,074,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - Lease [Member] | Sep. 30, 2019USD ($) |
September 30, 2020 | $ 69,000 |
September 30, 2021 | 6,000 |
Total | $ 75,000 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details 1) - Lease [Member] | Sep. 30, 2019USD ($) |
Undiscounted minimum lease commitments | $ 75,000 |
Present value adjustment using incremental borrowing rate | (5,000) |
Lease liabilities | $ 70,000 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Nov. 15, 2017 | |
Lease [Member] | ||
Operating lease, term | 3 years | |
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 | $ 42,000 | |
Cash paid for amounts included in the measurement of lease liabilities | 50,000 | |
January 1, 2019 [Member] | ||
Increae (decrease) in assets due to adoption | 112,000 | |
Increae (decrease) in liabilities due to adoption | 125,000 | |
Increae (decrease) in retained earnings due to adoption | $ (13,000) |
CONCENTRATION OF CREDIT RISK (D
CONCENTRATION OF CREDIT RISK (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Sales Revenue, Net [Member] | Customer A member [Member] | |||
Concentration Risk, Percentage | 42.00% | 30.00% | |
Sales Revenue, Net [Member] | Customer B member [Member] | |||
Concentration Risk, Percentage | 0.00% | 11.00% | |
Sales Revenue, Net [Member] | Customer C member [Member] | |||
Concentration Risk, Percentage | 1.00% | 10.00% | |
Sales Revenue, Net [Member] | Customer D member [Member] | |||
Concentration Risk, Percentage | 4.00% | 0.00% | |
Accounts Receivable [Member] | Customer A member [Member] | |||
Concentration Risk, Percentage | 33.00% | 15.00% | |
Accounts Receivable [Member] | Customer B member [Member] | |||
Concentration Risk, Percentage | 0.00% | 0.00% | |
Accounts Receivable [Member] | Customer C member [Member] | |||
Concentration Risk, Percentage | 2.00% | 42.00% | |
Accounts Receivable [Member] | Customer D member [Member] | |||
Concentration Risk, Percentage | 15.00% | 1.00% |