Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 19, 2019 | |
Document and Entity Information: | ||
Entity Registrant Name | Clinigence Holdings, Inc. | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Amendment Flag | false | |
Entity Central Index Key | 0001479681 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 4,627,721 | |
Entity Filer Category | Non-accelerated Filer | |
Entity's Reporting Status Current | Yes | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
File Number | 000-55462 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash | $ 10,029 | $ 369 |
Accounts receivable | 10,000 | 14,871 |
Inventory | 26,988 | 27,073 |
Prepaid expenses | 5,971 | 0 |
Total current assets | 52,988 | 42,313 |
Other assets | ||
Property and equipment, net | 1,376 | 2,118 |
Intangilbe assets, net | 2,050,113 | 2,572,015 |
Deposits | 300 | 2,020 |
Total Assets | 2,104,777 | 2,618,466 |
Current liabilities | ||
Accounts payable and accrued expenses | 740,465 | 480,270 |
Accrued interest on notes payable | 27,165 | 32,265 |
Amounts due to related parties | 128,476 | 145,367 |
Deferred revenue | 600 | 9,192 |
Notes payable | 495,593 | 52,500 |
Convertible notes payable, net | 72,546 | 377,611 |
Derivative liability | 0 | 288,242 |
Total current liabilities | 1,464,845 | 1,385,447 |
Stockholders' equity | ||
Preferred stock, $.001 par value; authorized - 100,000,000 shares;issued and outstanding - 0 shares in 2019 and 2018, respectively | 0 | 0 |
Common stock, $.001 par value; authorized - 800,000,000 shares; 797,108 and 429,720 shares issued and 777,108 and 409,720 shares outstanding (net of treasury shares) as of September 30, 2019 and December 31, 2018, respectively | 797 | 430 |
Additional paid-in capital | 15,605,460 | 14,695,403 |
Accumulated deficit | (13,966,325) | (12,462,814) |
Total stockholders' equity before Treasury stock | 1,639,932 | 2,233,019 |
Less: Treasury stock; 10,000,000 shares, at cost | (1,000,000) | (1,000,000) |
Total stockholders' equity | 639,932 | 1,233,019 |
Liabilities and equity | $ 2,104,777 | $ 2,618,466 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, par value | $ .001 | $ .001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ .001 | $ .001 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares issued | 797,108 | 429,720 |
Common stock, shares outstanding | 777,108 | 409,720 |
Treasury stock | 10,000,000 | 10,000,000 |
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 | |
Income Statement [Abstract] | ||||
Sales | $ 7,550 | $ 22,582 | $ 19,175 | $ 30,500 |
Cost of Sales | 10,042 | 7,834 | 26,336 | 23,658 |
Gross profit (loss) | (2,492) | 14,748 | (7,161) | 6,842 |
Operating Expenses | ||||
General and administrative expenses | 187,295 | 207,793 | 576,512 | 752,930 |
Amortization | 173,967 | 173,967 | 521,902 | 521,902 |
Total operating expenses | 361,262 | 381,760 | 1,098,414 | 1,274,832 |
Loss from operations | (363,754) | (367,012) | (1,105,575) | (1,267,990) |
Other income (expenses) | ||||
Change in fair value of derivative liability | 0 | 76,091 | 98,944 | (128,100) |
Loss on extinguishment of debt | 0 | (95,464) | (262,566) | (233,734) |
Interest Expense | (9,995) | (222,134) | (234,314) | (314,975) |
Total other income (expenses) | (9,995) | (241,507) | (397,936) | (676,809) |
Net loss | $ (373,749) | $ (608,519) | $ (1,503,511) | $ (1,944,799) |
Basic and fully diluted loss per common share: | ||||
Net loss per common share | $ (.48) | $ (2.09) | $ (2.13) | $ (7.39) |
Weighted average common shares outstanding - basic and fully diluted | 777,108 | 291,514 | 704,331 | 263,269 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Treasury Stock | Total |
Stockholders' Equity, beginning of period, Value at Dec. 31, 2017 | $ 252 | $ 13,017,292 | $ (9,648,569) | $ (1,000,000) | $ 2,368,975 |
Stockholders' Equity, beginning of period, Shares at Dec. 31, 2017 | 252,393 | ||||
Common stock issued for cash, Value | $ 2 | 14,998 | 15,000 | ||
Common stock issued for cash, Shares | 1,500 | ||||
Notes payable and accrued interest converted to common stock, Value | $ 11 | 348,092 | 348,103 | ||
Notes payable and accrued interest converted to common stock, Shares | 10,688 | ||||
Net loss | (610,033) | (610,033) | |||
Stockholders' Equity, end of period, Value at Mar. 31, 2018 | $ 265 | 13,380,382 | (10,258,602) | (1,000,000) | 2,122,045 |
Stockholders' Equity, end of period, Shares at Mar. 31, 2018 | 264,581 | ||||
Common stock issued for cash, Value | $ 2 | 14,998 | 15,000 | ||
Common stock issued for cash, Shares | 1,500 | ||||
Notes payable and accrued interest converted to common stock, Value | $ 20 | 365,795 | 365,815 | ||
Notes payable and accrued interest converted to common stock, Shares | 20,236 | ||||
Common stock issued for services, Value | $ 6 | 88,794 | 88,800 | ||
Common stock issued for services, Shares | 6,000 | ||||
Net loss | (726,247) | (726,247) | |||
Stockholders' Equity, end of period, Value at Jun. 30, 2018 | $ 293 | 13,849,969 | (10,984,849) | (1,000,000) | 1,865,413 |
Stockholders' Equity, end of period, Shares at Jun. 30, 2018 | 292,317 | ||||
Notes payable and accrued interest converted to common stock, Value | $ 34 | 308,875 | 308,909 | ||
Notes payable and accrued interest converted to common stock, Shares | 34,371 | ||||
Net loss | (608,519) | (608,519) | |||
Stockholders' Equity, end of period, Value at Sep. 30, 2018 | $ 327 | 14,158,844 | (11,593,368) | (1,000,000) | 1,565,803 |
Stockholders' Equity, end of period, Shares at Sep. 30, 2018 | 326,688 | ||||
Stockholders' Equity, beginning of period, Value at Dec. 31, 2018 | $ 430 | 14,695,403 | (12,462,814) | (1,000,000) | 1,233,019 |
Stockholders' Equity, beginning of period, Shares at Dec. 31, 2018 | 429,720 | ||||
Compensation for vested stock options | 1,025 | 1,025 | |||
Notes payable and accrued interest converted to common stock, Value | $ 293 | 548,515 | 548,808 | ||
Notes payable and accrued interest converted to common stock, Shares | 293,455 | ||||
Net loss | (559,397) | (559,397) | |||
Stockholders' Equity, end of period, Value at Mar. 31, 2019 | $ 723 | 15,244,943 | (13,022,211) | (1,000,000) | 1,223,455 |
Stockholders' Equity, end of period, Shares at Mar. 31, 2019 | 723,175 | ||||
Notes payable and accrued interest converted to common stock, Value | $ 72 | 355,519 | 355,591 | ||
Notes payable and accrued interest converted to common stock, Shares | 71,933 | ||||
Amounts due to related parties converted to common stock, value | $ 2 | 4,998 | 5,000 | ||
Amounts due to related parties converted to common stock, shares | 2,000 | ||||
Net loss | (570,365) | (570,365) | |||
Stockholders' Equity, end of period, Value at Jun. 30, 2019 | $ 797 | 15,605,460 | (13,592,576) | (1,000,000) | 1,013,681 |
Stockholders' Equity, end of period, Shares at Jun. 30, 2019 | 797,108 | ||||
Net loss | (373,749) | (373,749) | |||
Stockholders' Equity, end of period, Value at Sep. 30, 2019 | $ 797 | $ 15,605,460 | $ (13,966,325) | $ (1,000,000) | $ 639,932 |
Stockholders' Equity, end of period, Shares at Sep. 30, 2019 | 797,108 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,503,511) | $ (1,944,799) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 742 | 1,295 |
Amortization | 521,902 | 521,902 |
Non cash interest expense | 231,563 | 312,412 |
Stock-based compensation expense | 1,025 | 88,800 |
Loss on extinguishment of debt | 262,566 | 233,734 |
Change in fair value of derivative liability | (98,944) | 128,100 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 4,871 | (19,727) |
Inventory | 85 | 0 |
Prepaid expenses and other current assets | (5,971) | 39,377 |
Deposits | 1,720 | 0 |
Accounts payable and accrued expenses | 260,195 | (68,928) |
Deferred revenue | (8,592) | (4,933) |
NET CASH USED IN OPERATING ACTIVITIES | (332,349) | (712,767) |
CASH FLOWS FROM INVESTING ACTIVITIES | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of convertible debentures | 168,500 | 676,500 |
Repayments of convertible debentures | (257,693) | 0 |
Proceeds from sale of common stock | 0 | 30,000 |
Proceeds from notes payable | 443,093 | 0 |
Proceeds from related party loans | 11,254 | 0 |
Repayments of related party loans | (23,145) | 0 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 342,009 | 706,500 |
NET INCREASE (DECREASE) IN CASH | 9,660 | (6,267) |
CASH - BEGINNING OF PERIOD | 369 | 9,449 |
CASH - END OF PERIOD | 10,029 | 3,182 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid during the period for Interest | 2,752 | 2,563 |
Non-cash investing and financing activities: | ||
Debt discount related to derivative liability | 222,500 | 533,249 |
Notes payable converted to common stock | 326,189 | 387,000 |
Common stock issued in payment of accrued interest | $ 19,868 | $ 23,746 |
Note 1 - Organization and Basis
Note 1 - Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Note 1 - Organization and Basis of Presentation | Note 1 - Organization and Basis of Presentation The consolidated financial statements presented are those of Clinigence Holdings, Inc., formerly known as iGambit Inc., (the “Company”) and its wholly-owned subsidiary, HealthDatix, Inc. (“HealthDatix”). The name was changed to Clinigence Holdings, Inc. on October 29, 2019. The Company is a holding company which seeks out acquisitions of operating companies in technology markets. HealthDatix, Inc. is engaged in the business of streamlining the process of managing information in the document-intensive medical field for customers throughout the United States. Clinigence Holdings, Inc. is a healthcare information technology company that provides cloud-based platforms that enable healthcare organizations to shift to value-based care reimbursements and to provide population health management (See Note 16). Interim Financial Statements The following (a) condensed consolidated balance sheet as of December 31, 2018, which has been derived from audited financial statements, and (b) the unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2019 are not necessarily indicative of results that may be expected for the year ending December 31, 2019. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2018 included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on April 16, 2019. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Note 2 - Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany accounts and transactions have been eliminated. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Fair Value Measurements The Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short- and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 – quoted prices in active markets for identical assets or liabilities Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The estimated fair value of the derivative liability was calculated using the Black-Scholes option pricing model. The Company uses Level 3 inputs to value its derivative liabilities. The following table provides a reconciliation of the beginning and ending balances for the major classes of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) and reflects gains and losses for the nine months ended September 30, 2019 and year ended December 31, 2018. 2019 2018 Liabilities: Balance of derivative liabilities - beginning of period $ 288,242 $ 66,059 Issued 292,913 1,122,211 Converted (482,211 ) (928,773 ) Change in fair value recognized in operations (98,944 ) 28,745 Balance of derivative liabilities - end of period $ — $ 288,242 Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products by: (1) identify the contract (if any) with a customer; (2) identify the performance obligations in the contract (if any); (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract (if any); and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. The Company has no outstanding contracts with any of is’ customers. There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the nine months ended September 30, 2019 and 2018. Clinigence Holdings, Inc. is a holding company and has no sources of revenue. HealthDatix’s revenues are derived primarily from its Software as a Service (SaaS) offerings that are rendered to healthcare providers. HealthDatix recognizes revenues when the products or services have been provided or delivered, the fees charged are fixed or determinable, HealthDatix and its customers understand the specific nature and terms of the agreed upon transactions, and collectability is reasonably assured. Advertising Costs The Company expenses advertising costs as incurred. Advertising costs of $329 and $0 were charged to operations for the nine months ended September 30, 2019 and 2018, respectively. Cash and Cash Equivalents For purposes of reporting cash flows, cash and cash equivalents include checking and money market accounts and any highly liquid debt instruments purchased with a maturity of three months or less. Accounts Receivable The Company analyzes the collectability of accounts receivable from continuing operations each accounting period and adjusts its allowance for doubtful accounts accordingly. A considerable amount of judgment is required in assessing the realization of accounts receivables, including the creditworthiness of each customer, current and historical collection history and the related aging of past due balances. The Company evaluates specific accounts when it becomes aware of information indicating that a customer may not be able to meet its financial obligations due to deterioration of its financial condition, lower credit ratings, bankruptcy or other factors affecting the ability to render payment. Inventory Inventory consisting of finished products is stated at the lower of cost or net realizable value. Property and equipment and depreciation Property and equipment are stated at cost. Maintenance and repairs are charged to expense when incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and any gain or loss is credited or charged to income. Depreciation for both financial reporting and income tax purposes is computed using combinations of the straight line and accelerated methods over the estimated lives of the respective assets as follows: Office equipment and fixtures 5 - 7 years Computer hardware 5 years Computer software 3 years Development equipment 5 years Amortization Intangible assets are amortized using the straight line method over the estimated lives of the respective assets as follows: Software 5 years Technology license 5 years Purchased in process R&D Indefinite Customer contracts 10 years Long-Lived Assets The Company assesses the valuation of components of its property and equipment and other long-lived assets whenever events or circumstances dictate that the carrying value might not be recoverable. The Company bases its evaluation on indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such factors indicate that the carrying amount of an asset or asset group may not be recoverable, the Company determines whether an impairment has occurred by analyzing an estimate of undiscounted future cash flows at the lowest level for which identifiable cash flows exist. If the estimate of undiscounted cash flows during the estimated useful life of the asset is less than the carrying value of the asset, the Company recognizes a loss for the difference between the carrying value of the asset and its estimated fair value, generally measured by the present value of the estimated cash flows. Deferred Revenue Deposits from customers are not recognized as revenues, but as liabilities, until the following conditions are met: revenues are realized when cash or claims to cash (receivable) are received in exchange for goods or services or when assets received in such exchange are readily convertible to cash or claim to cash or when such goods/services are transferred. When such income item is earned, the related revenue item is recognized, and the deferred revenue is reduced. To the extent revenues are generated from the Company’s support and maintenance services, the Company recognizes such revenues when services are completed and billed. The Company has received deposits from its various customers that have been recorded as deferred revenue and presented as current liabilities in the amount of $600 and $9,192 as of September 30, 2019 and December 31, 2018, respectively. Stock-Based Compensation The Company accounts for its stock-based awards granted under its employee compensation plan in accordance with ASC Topic No. 718-20, Awards Classified as Equity, Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC Topic No. 740, Income Taxes The Company applies the provisions of ASC Topic No. 740 for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the Company’s financial statements . Recent Accounting Pronouncements We have reviewed other recent accounting pronouncements and concluded they are either not applicable to the business, or no material effect is expected on the condensed consolidated financial statements as a result of future adoption. |
Note 3 - Going Concern
Note 3 - Going Concern | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Note 3 - Going Concern | Note 3 – Going Concern The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $13,966,325, and a working capital deficit of $1,411,857 at September 30, 2019. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon its ability to obtain necessary equity financing and ultimately from generating revenues from its newly acquired subsidiary to continue operations. The Company expects that working capital requirements will continue to be funded through a combination of its existing funds and further issuances of securities. Working capital requirements are expected to increase in line with the growth of the business. Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund operations over the next twelve months. The Company has no lines of credit or other bank financing arrangements. The Company has financed operations to date through the proceeds of a private placement of equity and debt instruments. In connection with the Company’s business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses. The Company intends to finance these expenses with further issuances of securities, and debt issuances. Thereafter, the Company expects it will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to current stockholders. Further, such securities might have rights, preferences or privileges senior to common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict business operations. The condensed consolidated financial statements do not include any adjustments relating 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. |
Note 4 - Property and Equipment
Note 4 - Property and Equipment | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Note 4 - Property and Equipment | Note 4 – Property and Equipment Property and equipment are carried at cost and consist of the following at September 30, 2019 and December 31, 2018: 2019 2018 Office equipment and fixtures $ 10,964 $ 10,964 Less: Accumulated depreciation 9,588 8,846 $ 1,376 $ 2,118 Depreciation expense of $742 and $1,295 was charged to operations for the nine months ended September 30, 2019 and 2018, respectively. |
Note 5 - Intangible Assets
Note 5 - Intangible Assets | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Note 5 - Intangible Assets | Note 5 – Intangible Assets Intangible assets from the acquisitions of HealthDatix and ECSL consist of the following at September 30, 2019 and December 31, 2018: 2019 2018 Software $ 156,925 $ 156,925 5 years Customer contracts 644,846 644,846 10 years FDA 510K clearance 1,396,000 1,396,000 5 years Technology license 1,000,000 1,000,000 5 years In process research and development 604,000 604,000 Indefinite 3,801,771 3,801,771 Less: Accumulated amortization 1,751,658 1,229,756 $ 2,050,113 $ 2,572,015 Amortization expense of $521,902 was charged to operations for the nine months ended September 30, 2019 and 2018, respectively. |
Note 6 - Earnings (Loss) Per Co
Note 6 - Earnings (Loss) Per Common Share | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Note 6 - Earnings (Loss) Per Common Share | Note 6 - Earnings (Loss) Per Common Share The Company calculates net income (loss) per common share in accordance with ASC 260 “ Earnings Per Share Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Stock options 2,000,000 8,463,000 2,000,000 8,463,000 Stock warrants 1,625,000 1,900,000 1,625,000 1,900,000 Convertible debt 600 410,802 600 410,802 Total shares excluded from calculation 3,625,600 10,773,802 3,625,600 10,773,802 |
Note 7 - Stock Based Compensati
Note 7 - Stock Based Compensation | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Note 7 - Stock Based Compensation | Note 7 – Stock Based Compensation Options In 2006, the Company adopted the 2006 Long-Term Incentive Plan (the "2006 Plan"). Awards granted under the 2006 Plan have a ten-year term and may be incentive stock options, non-qualified stock options or warrants. The awards are granted at an exercise price equal to the fair market value on the date of grant and generally vest over a three or four year period. The Plan expired on December 31, 2009, therefore as of June 30, 2019, there was no unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the 2006 plan. The 2006 Plan provided for the granting of options to purchase up to 10,000,000 shares of common stock. 8,146,900 options have been issued under the plan to date of which 7,157,038 have been exercised and 692,962 have expired to date. There were 296,900 options outstanding under the 2006 Plan on its expiration date of December 31, 2009. All options issued subsequent to this date were not issued pursuant to any plan. Stock option activity during the nine months ended September 30, 2019 and 2018 follows: Options Weighted Average Exercise Price Weighted Average Grant-Date Fair Value Weighted Average Remaining Life (Years) Options outstanding at December 31, 2017 8,463,000 $ 0.07 $ 0.07 7.41 No option activity — — — Options outstanding at September 30, 2018 8,463,000 $ 0.07 0.07 6.66 Options outstanding at December 31, 2018 20,500,000 0.03 0.03 7.52 Options cancelled (1) (18,250,000 ) 0.03 — Options expired (250,000 ) 0.05 — Options outstanding at September 30, 2019 2,000,000 $ 0.07 $ 0.07 6.49 (1) Options to iGambit management and key consultants were cancelled in connection with the reverse stock split prior to the reverse merger agreement consummated on October 29, 2019. Options outstanding at September 30, 2019 consist of: Date Number Number Exercise Expiration Issued Outstanding Exercisable Price Date March 24, 2015 200,000 200,000 $ 0.01 March 24, 2020 June 6, 2017 1,800,000 1,800,000 $ 0.07 June 6, 2027 Total 2,000,000 2,000,000 Warrants In addition to our 2006 Long Term Incentive Plan, we have issued and outstanding compensatory warrants to two consultants entitling the holders to purchase a total of 275,000 shares of our common stock at an average exercise price of $0.94 per share. Warrants to purchase 25,000 shares of common stock vest upon 6 months after the Company engages in an IPO, have an exercise price of $3.00 per share, and expire 2 years after the Company engages in an IPO. Warrants to purchase 250,000 shares of common stock vest 100,000 shares on issuance (June 1, 2009), and 50,000 shares on each of the following three anniversaries of the date of issuance, have exercise prices ranging from $0.50 per share to $1.15 per share, and expired on June 1, 2019. The issuance of the compensatory warrants was not submitted to our shareholders for their approval. Warrant activity during the nine months ended September 30, 2019 and 2018 follows: Warrants Outstanding Weighted Average Exercise Price Weighted Average Grant-Date Fair Value Weighted Average Remaining Contractual Life (Years) Warrants outstanding at December 31, 2017 400,000 $ 0.62 $ 0.10 3.27 Warrant granted 1,500,000 0.05 — Warrants outstanding at September 30, 2018 1,900,000 $ 0.21 $ 0.12 3.49 Warrants outstanding at December 31, 2018 1,875,000 $ 0.12 $ 0.12 3.24 Warrants expired (250,000 ) 0.73 — Warrants outstanding at September 30, 2019 1,625,000 $ 0.03 $ 0.03 2.90 Warrants outstanding at September 30, 2019 consist of: Date Number Number Exercise Expiration Issued Outstanding Exercisable Price Date January 1, 2017 50,000 50,000 $ 0.25 October 10, 2021 January 1, 2017 50,000 50,000 $ 0.50 November 7, 2021 January 5, 2017 25,000 25,000 $ 0.50 January 5, 2022 February 5, 2018 750,000 750,000 $ 0.05 February 5, 2023 April 27, 2018 750,000 750,000 $ 0.05 April 27, 2023 Total 1,625,000 1,625,000 |
Note 8 - Convertible Debt
Note 8 - Convertible Debt | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Note 8 - Convertible Debt | Note 8 – Convertible Debt Convertible Notes Payable On January 10, 2018, the Company issued an 8% convertible note in the aggregate principal amount of $240,000, convertible into shares of the Company’s common stock, and includes a back-ended note with principal of $120,000 that was funded on July 10, 2018. The back-ended Note, including accrued interest is due July 10, 2019 and is convertible any time after 180 days at the option of the holder into shares of the Company’s common stock at 65% of the average stock price of the lowest 3 closing bid prices during the 15 trading day period ending on the latest complete trading day prior to the conversion date. During the nine months ended September 30, 2019, the noteholder converted $71,732 of the principal balance and accrued interest of $5,366 to 97,388 shares of common stock. The principal balance of the note of $94,268, accrued interest of $7,417, and prepayment penalty of $5,000 were paid on June 24, 2019 with proceeds from the Clinigence note (See note 10 below). On March 6, 2018, the Company issued an 8% convertible note in the aggregate principal amount of $126,000, convertible into shares of the Company’s common stock. The Note, including accrued interest is due March 6, 2019 and is convertible any time after 180 days at the option of the holder into shares of the Company’s common stock at 65% of the lowest trading price during the 20 trading day period ending on the latest complete trading day prior to and including the conversion date. During the nine months ended September 30, 2019, the noteholder converted the remaining principal balance of $60,000 and accrued interest of $4,342 to 70,893 shares of common stock. On May 3, 2018, the Company entered into a Convertible Promissory Note pursuant to which the Company borrowed in the aggregate principal amount of $83,500. The convertible note is due 12 months after issuance and bears interest at a rate of 8%. The Note is convertible into shares of common stock of the Company 180 days following the date of funding and thereafter. The conversion price shall be subject to a discount of 35% applied to the average of the three lowest closing bid prices of the Common Stock during the prior twenty (20) trading day period. The Investor will be limited to convert no more than 4.99% of the issued and outstanding Common Stock at the time of conversion at any one time. At any time during the period beginning on the date of the Note and ending on the date which is 180 days thereafter, the Company may repay the Note by paying an amount equal to the then outstanding amount multiplied by 130%. During the nine months ended September 30, 2019, the noteholder converted the remaining principal balance of $53,957 and accrued interest of $4,600 to 51,349 shares of common stock. On June 25, 2018, the Company issued an 8% convertible note in the aggregate principal amount of $53,000, convertible into shares of the Company’s common stock. The Note, including accrued interest is due April 15, 2019 and is convertible any time after 180 days at the option of the holder into shares of the Company’s common stock at 65% of the average stock price of the lowest 3 closing bid prices during the 10 trading day period ending on the latest complete trading day prior to the conversion date. During the nine months ended September 30, 2019, the noteholder converted the remaining principal balance of $38,000 and accrued interest of $2,120 to 29,719 shares of common stock. On August 13, 2018, the Company issued an 8% convertible note in the aggregate principal amount of $53,000, convertible into shares of the Company’s common stock. The Note, including accrued interest is due May 30, 2019 and is convertible any time after 180 days at the option of the holder into shares of the Company’s common stock at 65% of the average stock price of the lowest 3 closing bid prices during the 10 trading day period ending on the latest complete trading day prior to the conversion date. During the nine months ended September 30, 2019, the noteholder converted the principal balance of the note and accrued interest of $2,120 to 52,495 shares of common stock. On September 17, 2018, the Company issued an 8% convertible note in the aggregate principal amount of $33,000, convertible into shares of the Company’s common stock. The Note, including accrued interest is due June 30, 2019 and is convertible any time after 180 days at the option of the holder into shares of the Company’s common stock at 65% of the average stock price of the lowest 3 closing bid prices during the 10 trading day period ending on the latest complete trading day prior to the conversion date. During the nine months ended September 30, 2019, the noteholder converted the principal balance of the note and accrued interest of $1,320 to 63,525 shares of common stock. On January 3, 2019, the Company issued an 8% convertible note in the aggregate principal amount of $38,000, convertible into shares of the Company’s common stock. The Note, including accrued interest is due October 30, 2019 and is convertible any time after 180 days at the option of the holder into shares of the Company’s common stock at 65% of the average stock price of the lowest 3 closing bid prices during the 10 trading day period ending on the latest complete trading day prior to the conversion date. The principal balance of the note of $38,000, accrued interest of $1,659, and prepayment penalty of $7,600 were paid on June 24, 2019 with proceeds from the Clinigence note (See note 10 below). On February 15, 2019, the Company issued an 8% convertible note in the aggregate principal amount of $38,000, convertible into shares of the Company’s common stock. The Note, including accrued interest is due November 30, 2019 and is convertible any time after 180 days at the option of the holder into shares of the Company’s common stock at 65% of the average stock price of the lowest 3 closing bid prices during the 10 trading day period ending on the latest complete trading day prior to the conversion date. The principal balance of the note of $38,000, accrued interest of $1,259, and prepayment penalty of $7,600 were paid on June 24, 2019 with proceeds from the Clinigence note (See note 10 below). On March 29, 2019, the Company issued an 8% convertible note in the aggregate principal amount of $38,000, convertible into shares of the Company’s common stock. The Note, including accrued interest is due February 15, 2020 and is convertible any time after 180 days at the option of the holder into shares of the Company’s common stock at 65% of the average stock price of the lowest 3 closing bid prices during the 10 trading day period ending on the latest complete trading day prior to the conversion date. The principal balance of the note of $38,000, accrued interest of $810, and prepayment penalty of $7,600 were paid on June 24, 2019 with proceeds from the Clinigence note (See note 10 below). On May 22, 2019, the Company issued an 8% convertible note in the aggregate principal amount of $38,000, convertible into shares of the Company’s common stock. The Note, including accrued interest is due March 15, 2020 and is convertible any time after 180 days at the option of the holder into shares of the Company’s common stock at 65% of the average stock price of the lowest 3 closing bid prices during the 10 trading day period ending on the latest complete trading day prior to the conversion date. The principal balance of the note of $38,000, accrued interest of $280, and prepayment penalty of $7,600 were paid on June 24, 2019 with proceeds from the Clinigence note (See note 10 below). The Company recorded a debt discount related to identified embedded derivatives relating to conversion features and a reset provisions (see Note 9) based fair values as of the inception date of the Notes. The calculated debt discount equaled the face of the 8% note dated January 10, 2018 and was amortized through the date the convertible debt was fully extinguished. The calculated debt discount equaled the face of the 8% note dated March 6, 2018 and was amortized through the date the convertible debt was fully extinguished. The calculated debt discount equaled the face of the 8% note dated May 3, 2018 and was amortized through the date the convertible debt was fully extinguished. The calculated debt discount equaled the face of the 8% note dated June 25, 2018 and was amortized through the date the convertible debt was fully extinguished. The calculated debt discount equaled the face of the 8% note dated August 13, 2018 and was amortized through the date the convertible debt was fully extinguished. The calculated debt discount equaled the face of the 8% note dated September 17, 2018 and was amortized through the date the convertible debt was fully extinguished. Interest expense on the convertible notes of $218,454 and $119,603 was recorded for the nine months ended September 30, 2019 and 2018, respectively. The Company issued convertible debentures in the amount of $75,000 to three individuals. The debentures are convertible into 75,000 shares of common stock for up to 5 years, at the holders’ option, at an exercise price of $.50 and $.25, respectively. The debentures mature on the earlier of the closing of a subsequent financing event by the Company resulting in gross proceeds of at least $10,000,000 or three years from the date of issuance. The debentures bear interest at a rate of 10%. A beneficial conversion feature was not recorded as the fair market value of the Company’s common stock was less than the exercise prices at the dates of issuance and through the end of the year. Interest expense on the convertible debentures of $5,589 was recorded for the nine months ended September 30, 2019 and 2018, respectively. Convertible notes payable at September 30, 2019 and December 31, 2018 are summarized as follows: 2019 2018 Total face value of notes $ 75,000 $ 478,957 Less: Discount 2,454 101,346 Balance $ 72,546 $ 377,611 |
Note 9 - Derivative Liability
Note 9 - Derivative Liability | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Note 9 - Derivative Liability | Note 9 – Derivative Liability The Company has determined that the conversion feature embedded in the convertible notes described in Note 8 contain a potential variable conversion amount which constitutes a derivative which has been bifurcated from the note and recorded as a derivative liability at fair value, with a corresponding discount recorded to the associated debt. The excess of the derivative value over the face amount of the note is recorded immediately to interest expense at inception. The Company used the Binomial Option Pricing model to value the conversion features. The Company used Level 3 inputs for its valuation methodology for the conversion option liability in determining the fair value using a Black-Scholes option-pricing model with the following assumption inputs: September 30, December 31, 2019 2018 Annual dividend yield — — Expected life (years) 0.78 - 1.0 0.77 - 1.0 Risk-free interest rate 2.44% - 2.52% 2.07% - 2.57% Expected volatility 274% - 294% 257% - 293% Based upon ASC 840-15-25 (EITF Issue 00-19, paragraph 11) the Company has adopted a sequencing approach regarding the application of ASC 815-40 to its outstanding convertible notes. Pursuant to the sequencing approach, the Company evaluates its contracts based upon earliest issuance date. |
Note 10 - Note Payable
Note 10 - Note Payable | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Note 10 - Note Payable | Note 10 – Notes Payable On June 24, 2019, the Company entered into a secured promissory note with Clinigence Holdings, Inc. (“Clinigence”) for proceeds of $393,093, of which $293,093 was utilized to pay outstanding principal, accrued interest and penalties of certain convertible notes payable, and $100,000 was utilized for working capital. The note bears interest at a rate of 6% and is due upon the earlier of December 24, 2019 or the Merger Agreement (See note 16). The Company entered into two additional secured promissory notes with Clinigence for proceeds of $25,000 each on August 6, 2019 and September 9, 2019, respectively under the same terms as the June 24, 2019 note. Notes payable at September 30, 2019 and December 31, 2018 includes loans to HealthDatix from 3 individuals totaling $52,500. The loans do not bear interest and there are no specific terms for repayment. |
Note 11 - Stock Transactions
Note 11 - Stock Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Note 11 - Stock Transactions | Note 11 – Stock Transactions Designation of Preferred Stock On August 2, 2018, the Company filed a Certificate of Designation with the Delaware Division of Corporations whereby the Company designated a Series A Preferred Stock and issued 1,000 shares to the Company’s CEO. The holders of Series A Preferred Stock will have voting rights, when combined with their existing holdings of the Company’s common stock, that entitle them to have an aggregate of 51% of the votes eligible to be cast by all stockholders with respect to all matters brought before a vote of the stockholders of the Company. Reverse Stock Split On October 25, 2019, the Company effected a 1-for-500 reverse stock split of its common stock. On the effective date of the reverse stock split, each 500 shares of outstanding common stock were reduced to one share of common stock. The share numbers have been adjusted on a retrospective basis to reflect this 1-for-500 reverse stock split. Common Stock Issued On August 8, 2018, the Board unanimously approved an amendment to the Company’s Articles of Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue from Four hundred million (400,000,000) to Eight Hundred Million (800,000,000) shares of Common Stock, $0.001 par value per share. In connection with the convertible notes payable (see Note 8 above) the noteholders converted $326,189 of principal balance and $19,868 of accrued interest to 365,388 shares of common stock during the nine months ended September 30, 2019. The stock issued was determined based on the terms of the convertible notes. |
Note 12 - Income Taxes
Note 12 - Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Note 12 - Income Taxes | Note 12 - Income Taxes A full valuation allowance was recorded against the Company’s net deferred tax assets. A valuation allowance must be established if it is more likely than not that the deferred tax assets will not be realized. This assessment is based upon consideration of available positive and negative evidence, which includes, among other things, the Company’s most recent results of operations and expected future profitability. Based on the Company’s cumulative losses in recent years, a full valuation allowance against the Company’s deferred tax assets has been established as Management believes that the Company will not realize the benefit of those deferred tax assets. |
Note 13 - Concentrations and Cr
Note 13 - Concentrations and Credit Risk | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Note 13 - Concentrations and Credit Risk | Note 13 – Concentrations and Credit Risk Sales and Accounts Receivable HealthDatix had sales to two customers which accounted for approximately 15% and 14%, respectively of HealthDatix’s total sales for the nine months ended September 30, 2019. One customer accounted for 100% of accounts receivable at September 30, 2019. HealthDatix had sales to two customers which accounted for approximately 66% and 32%, respectively of HealthDatix’s total sales for the nine months ended September 30, 2018. The two customers accounted for approximately 77% and 19%, respectively of accounts receivable at September 30, 2018. Cash Cash is maintained at a major financial institution. Accounts held at U.S. financial institutions are insured by the FDIC up to $250,000. Cash balances could exceed insured amounts at any given time, however, the Company has not experienced any such losses. The Company did not have any interest-bearing accounts at September 30, 2019 and December 31, 2018, respectively. |
Note 14 - Related Party Transac
Note 14 - Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Note 14 - Related Party Transactions | Note 14 - Related Party Transactions Amounts Due to Related Parties Amounts due to related parties with balances of $128,476 and $145,367 at September 30, 2019 and December 31, 2018, respectively, do not bear interest and are payable on demand. The Company’s former subsidiary, Arcmail owed amounts on a credit card that is guaranteed by the husband of the Company’s Executive Vice President, who was held personally responsible by the credit card company for the unpaid balance. |
Note 15 - Commitments and Conti
Note 15 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Note 15 - Commitments and Contingencies | Note 15 – Commitments and Contingencies Lease Commitment The Company was obligated under an operating lease for its premises in Smithtown, New York that expired on May 31, 2019. The lease was not renewed and the officers of the Company are providing office space to the Company at no charge. Rent expense of $17,711 and $21,363 was charged to operations for the nine months ended September 30, 2019 and 2018, respectively. Employment Arrangements With Executive Officers Effective April 1, 2017, in connection with the acquisition of HealthDatix Inc., the Company entered into employment agreements with Jerry Robinson, MaryJo Robinson, and Kathleen Shepherd each under a three-year term at a base salary of $75,000 per year, bonuses based upon objectives set by the Company, and participation in all benefit programs generally made available to HealthDatix employees. The employment agreements restrict the executive officers from engaging in certain competitive activities for the greater of 60 months from the date of the agreements or two years following the termination of their respective employment. |
Note 16 - Subsequent Events
Note 16 - Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Note 16 - Subsequent Events | Note 16 – Subsequent Events On August 8, 2019, iGambit, Inc. entered into an Agreement and Plan of Merger (the “Reverse Merger Agreement”) by and among Clinigence Holdings, Inc., a Delaware corporation (“Clinigence”), iGambit, Inc., a Delaware corporation (“iGambit” or the “Company”), HealthDatix, Inc., a Delaware corporation and wholly owned subsidiary of iGambit (“Merger Sub”), and John Salerno, an individual and holder of shares of iGambit capital stock constituting a majority of the votes eligible to be cast by all of the stockholders of iGambit (the “Signing Stockholder”). The transactions contemplated by the Reverse Merger Agreement were consummated on October 29, 2019 (the “Closing”). The Reverse Merger Agreement provided for the merger of Merger Sub with and into Clinigence, h ereafter referred to as the “Acquisition.” At the Closing, all of the outstanding shares of Clinigence common stock (the “Clinigence Shares”) were converted solely into the right to receive a number of shares of iGambit common stock (the “Company Shares”) such that the holders of outstanding equity of Clinigence immediately prior to the Closing own 85%, on a fully-diluted basis, of the outstanding equity of iGambit immediately following the Closing, and holders of outstanding equity of iGambit immediately prior to the Closing own 15%, on a fully-diluted basis, of the outstanding equity of iGambit. For each share of Clinigence Shares, each former Clinigence Stockholder received 0.22489093 shares of Company Shares after giving effect to the reverse stock split. In connection with the Acquisition, the Company amended its certificate of incorporation to (i) effect a reverse stock split of the Company Shares at a ratio of 1 for 500 (the “Reverse Split Certificate of Amendment”), and (ii) change its name to Clinigence Holdings, Inc. to better align with the business of Clinigence (the “Name Change Certificate of Amendment”). |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Policy Text Block [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany accounts and transactions have been eliminated. |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. |
Fair Value Measurements | Fair Value Measurements The Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short- and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 – quoted prices in active markets for identical assets or liabilities Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The estimated fair value of the derivative liability was calculated using the Black-Scholes option pricing model. The Company uses Level 3 inputs to value its derivative liabilities. The following table provides a reconciliation of the beginning and ending balances for the major classes of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) and reflects gains and losses for the nine months ended September 30, 2019 and year ended December 31, 2018. 2019 2018 Liabilities: Balance of derivative liabilities - beginning of period $ 288,242 $ 66,059 Issued 292,913 1,122,211 Converted (482,211 ) (928,773 ) Change in fair value recognized in operations (98,944 ) 28,745 Balance of derivative liabilities - end of period $ — $ 288,242 |
Convertible Instruments | Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. |
Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products by: (1) identify the contract (if any) with a customer; (2) identify the performance obligations in the contract (if any); (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract (if any); and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. The Company has no outstanding contracts with any of is’ customers. There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the nine months ended September 30, 2019 and 2018. Clinigence Holdings, Inc. is a holding company and has no sources of revenue. HealthDatix’s revenues are derived primarily from its Software as a Service (SaaS) offerings that are rendered to healthcare providers. HealthDatix recognizes revenues when the products or services have been provided or delivered, the fees charged are fixed or determinable, HealthDatix and its customers understand the specific nature and terms of the agreed upon transactions, and collectability is reasonably assured. |
Advertising Costs | Advertising Costs The Company expenses advertising costs as incurred. Advertising costs of $329 and $0 were charged to operations for the nine months ended September 30, 2019 and 2018, respectively. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of reporting cash flows, cash and cash equivalents include checking and money market accounts and any highly liquid debt instruments purchased with a maturity of three months or less. |
Accounts Receivable | Accounts Receivable The Company analyzes the collectability of accounts receivable from continuing operations each accounting period and adjusts its allowance for doubtful accounts accordingly. A considerable amount of judgment is required in assessing the realization of accounts receivables, including the creditworthiness of each customer, current and historical collection history and the related aging of past due balances. The Company evaluates specific accounts when it becomes aware of information indicating that a customer may not be able to meet its financial obligations due to deterioration of its financial condition, lower credit ratings, bankruptcy or other factors affecting the ability to render payment. |
Inventory | Inventory Inventory consisting of finished products is stated at the lower of cost or net realizable value. |
Property and equipment and depreciation | Property and equipment and depreciation Property and equipment are stated at cost. Maintenance and repairs are charged to expense when incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and any gain or loss is credited or charged to income. Depreciation for both financial reporting and income tax purposes is computed using combinations of the straight line and accelerated methods over the estimated lives of the respective assets as follows: Office equipment and fixtures 5 - 7 years Computer hardware 5 years Computer software 3 years Development equipment 5 years |
Amortization | Amortization Intangible assets are amortized using the straight line method over the estimated lives of the respective assets as follows: Software 5 years Technology license 5 years Purchased in process R&D Indefinite Customer contracts 10 years |
Long-Lived Assets | Long-Lived Assets The Company assesses the valuation of components of its property and equipment and other long-lived assets whenever events or circumstances dictate that the carrying value might not be recoverable. The Company bases its evaluation on indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such factors indicate that the carrying amount of an asset or asset group may not be recoverable, the Company determines whether an impairment has occurred by analyzing an estimate of undiscounted future cash flows at the lowest level for which identifiable cash flows exist. If the estimate of undiscounted cash flows during the estimated useful life of the asset is less than the carrying value of the asset, the Company recognizes a loss for the difference between the carrying value of the asset and its estimated fair value, generally measured by the present value of the estimated cash flows. |
Deferred Revenue | Deferred Revenue Deposits from customers are not recognized as revenues, but as liabilities, until the following conditions are met: revenues are realized when cash or claims to cash (receivable) are received in exchange for goods or services or when assets received in such exchange are readily convertible to cash or claim to cash or when such goods/services are transferred. When such income item is earned, the related revenue item is recognized, and the deferred revenue is reduced. To the extent revenues are generated from the Company’s support and maintenance services, the Company recognizes such revenues when services are completed and billed. The Company has received deposits from its various customers that have been recorded as deferred revenue and presented as current liabilities in the amount of $600 and $9,192 as of September 30, 2019 and December 31, 2018, respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for its stock-based awards granted under its employee compensation plan in accordance with ASC Topic No. 718-20, Awards Classified as Equity, |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC Topic No. 740, Income Taxes The Company applies the provisions of ASC Topic No. 740 for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the Company’s financial statements . |
Recent Accounting Pronouncements | Recent Accounting Pronouncements We have reviewed other recent accounting pronouncements and concluded they are either not applicable to the business, or no material effect is expected on the condensed consolidated financial statements as a result of future adoption. |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Fair value assets and liabilities measured on recurring basis | The following table provides a reconciliation of the beginning and ending balances for the major classes of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) and reflects gains and losses for the nine months ended September 30, 2019 and year ended December 31, 2018. 2019 2018 Liabilities: Balance of derivative liabilities - beginning of period $ 288,242 $ 66,059 Issued 292,913 1,122,211 Converted (482,211 ) (928,773 ) Change in fair value recognized in operations (98,944 ) 28,745 Balance of derivative liabilities - end of period $ — $ 288,242 |
Schedule of estimated lives of respective assets | Depreciation for both financial reporting and income tax purposes is computed using combinations of the straight line and accelerated methods over the estimated lives of the respective assets as follows: Office equipment and fixtures 5 - 7 years Computer hardware 5 years Computer software 3 years Development equipment 5 years |
Schedule of estimated lives of the respective assets of intangible assets | Intangible assets are amortized using the straight line method over the estimated lives of the respective assets as follows: Software 5 years Technology license 5 years Purchased in process R&D Indefinite Customer contracts 10 years |
Note 4 - Property and Equipme_2
Note 4 - Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Schedule of property, plant and equipment | Property and equipment are carried at cost and consist of the following at September 30, 2019 and December 31, 2018: 2019 2018 Office equipment and fixtures $ 10,964 $ 10,964 Less: Accumulated depreciation 9,588 8,846 $ 1,376 $ 2,118 |
Note 5 - Intangible Assets (Tab
Note 5 - Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Schedule of intangible assets | Intangible assets from the acquisitions of HealthDatix and ECSL consist of the following at September 30, 2019 and December 31, 2018: 2019 2018 Software $ 156,925 $ 156,925 5 years Customer contracts 644,846 644,846 10 years FDA 510K clearance 1,396,000 1,396,000 5 years Technology license 1,000,000 1,000,000 5 years In process research and development 604,000 604,000 Indefinite 3,801,771 3,801,771 Less: Accumulated amortization 1,751,658 1,229,756 $ 2,050,113 $ 2,572,015 |
Note 6 - Earnings (Loss) Per _2
Note 6 - Earnings (Loss) Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Computation of diluted net income (loss) per share | The Company’s potentially dilutive shares, which include outstanding common stock options, common stock warrants, and convertible debt have not been included in the computation of diluted net loss per share for the nine months ended September 30, 2019 and 2018 as the result would be anti-dilutive. Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Stock options 2,000,000 8,463,000 2,000,000 8,463,000 Stock warrants 1,625,000 1,900,000 1,625,000 1,900,000 Convertible debt 600 410,802 600 410,802 Total shares excluded from calculation 3,625,600 10,773,802 3,625,600 10,773,802 |
Note 7 - Stock Based Compensa_2
Note 7 - Stock Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Schedule of stock option activities | Stock option activity during the nine months ended September 30, 2019 and 2018 follows: Options Weighted Average Exercise Price Weighted Average Grant-Date Fair Value Weighted Average Remaining Life (Years) Options outstanding at December 31, 2017 8,463,000 $ 0.07 $ 0.07 7.41 No option activity — — — Options outstanding at September 30, 2018 8,463,000 $ 0.07 0.07 6.66 Options outstanding at December 31, 2018 20,500,000 0.03 0.03 7.52 Options cancelled (1) (18,250,000 ) 0.03 — Options expired (250,000 ) 0.05 — Options outstanding at September 30, 2019 2,000,000 $ 0.07 $ 0.07 6.49 |
Schedule of stock options outstanding | Options outstanding at September 30, 2019 consist of: Date Number Number Exercise Expiration Issued Outstanding Exercisable Price Date March 24, 2015 200,000 200,000 $ 0.01 March 24, 2020 June 6, 2017 1,800,000 1,800,000 $ 0.07 June 6, 2027 Total 2,000,000 2,000,000 |
Schedule of Warrants, Activity | Warrant activity during the nine months ended September 30, 2019 and 2018 follows: Warrants Outstanding Weighted Average Exercise Price Weighted Average Grant-Date Fair Value Weighted Average Remaining Contractual Life (Years) Warrants outstanding at December 31, 2017 400,000 $ 0.62 $ 0.10 3.27 Warrant granted 1,500,000 0.05 — Warrants outstanding at September 30, 2018 1,900,000 $ 0.21 $ 0.12 3.49 Warrants outstanding at December 31, 2018 1,875,000 $ 0.12 $ 0.12 3.24 Warrants expired (250,000 ) 0.73 — Warrants outstanding at September 30, 2019 1,625,000 $ 0.03 $ 0.03 2.90 |
Schedule of Outstanding Warrants | Warrants outstanding at September 30, 2019 consist of: Date Number Number Exercise Expiration Issued Outstanding Exercisable Price Date January 1, 2017 50,000 50,000 $ 0.25 October 10, 2021 January 1, 2017 50,000 50,000 $ 0.50 November 7, 2021 January 5, 2017 25,000 25,000 $ 0.50 January 5, 2022 February 5, 2018 750,000 750,000 $ 0.05 February 5, 2023 April 27, 2018 750,000 750,000 $ 0.05 April 27, 2023 Total 1,625,000 1,625,000 |
Note 8 - Convertible Debt (Tabl
Note 8 - Convertible Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Schedule of convertible notes payable | Convertible notes payable at September 30, 2019 and December 31, 2018 are summarized as follows: 2019 2018 Total face value of notes $ 75,000 $ 478,957 Less: Discount 2,454 101,346 Balance $ 72,546 $ 377,611 |
Note 9 - Derivative Liability (
Note 9 - Derivative Liability (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Schedule of Valuation Assumptions | The Company used Level 3 inputs for its valuation methodology for the conversion option liability in determining the fair value using a Black-Scholes option-pricing model with the following assumption inputs: September 30, December 31, 2019 2018 Annual dividend yield — — Expected life (years) 0.78 - 1.0 0.77 - 1.0 Risk-free interest rate 2.44% - 2.52% 2.07% - 2.57% Expected volatility 274% - 294% 257% - 293% |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Liabilities: | ||
Balance of derivative liabilities - beginning of year | $ 288,242 | $ 66,059 |
Issued | 292,913 | 1,122,211 |
Converted | (482,211) | (928,773) |
Change in fair value of derivative liabilities | (98,944) | 28,745 |
Balance of derivative liabilities - end of period | $ 0 | $ 288,242 |
Note 2 - Summary of Significa_5
Note 2 - Summary of Significant Accounting Policies (Details 1) | 9 Months Ended |
Sep. 30, 2019 | |
Office equipment and fixtures | Minimum | |
Office equipment useful life | 5 years |
Office equipment and fixtures | Maximum | |
Office equipment useful life | 7 years |
Computer hardware | |
Office equipment useful life | 5 years |
Computer software | |
Office equipment useful life | 3 years |
Development equipment | |
Office equipment useful life | 5 years |
Note 2 - Summary of Significa_6
Note 2 - Summary of Significant Accounting Policies (Details 2) | 9 Months Ended |
Sep. 30, 2019 | |
Software | |
Intangible assets useful life | 5 years |
Technology license | |
Intangible assets useful life | 5 years |
In process research and development | |
Intangible assets useful life | Indefinite |
Customer contracts | |
Intangible assets useful life | 10 years |
Note 2 - Summary of Significa_7
Note 2 - Summary of Significant Accounting Policies (Details Narratives) - USD ($) | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Disclosure Text Block [Abstract] | |||
Advertising costs | $ 329 | $ 0 | |
Deferred revenue | $ 600 | $ 9,192 |
Note 3 - Going Concern (Details
Note 3 - Going Concern (Details Narrative) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Disclosure Text Block [Abstract] | ||
Accumulated deficit | $ (13,966,325) | $ (12,462,814) |
Working capital deficit | $ (1,411,857) |
Note 4 - Property and Equipme_3
Note 4 - Property and Equipment (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Disclosure Text Block [Abstract] | ||
Office equipment and fixtures | $ 10,964 | $ 10,964 |
Less: accumulated depreciation | 9,588 | 8,846 |
Property, Plant and Equipment, Net | $ 1,376 | $ 2,118 |
Note 4 - Property and Equipme_4
Note 4 - Property and Equipment (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Disclosure Text Block [Abstract] | ||
Depreciation expense | $ 742 | $ 1,295 |
Note 5 - Intangible Assets (Det
Note 5 - Intangible Assets (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Intangible Assets, Gross | $ 3,801,771 | $ 3,801,771 |
Less: Accumulated amortization | 1,751,658 | 1,229,756 |
Intangible Assets, Net | 2,050,113 | 2,572,015 |
Software | ||
Intangible Assets, Gross | $ 156,925 | 156,925 |
Intangible assets useful life | 5 years | |
Customer contracts | ||
Intangible Assets, Gross | $ 644,846 | 644,846 |
Intangible assets useful life | 10 years | |
FDA 510K clearance | ||
Intangible Assets, Gross | $ 1,396,000 | 1,396,000 |
Intangible assets useful life | 5 years | |
Technology license | ||
Intangible Assets, Gross | $ 1,000,000 | 1,000,000 |
Intangible assets useful life | 5 years | |
In process research and development | ||
Intangible Assets, Gross | $ 604,000 | $ 604,000 |
Intangible assets useful life | Indefinite |
Note 5 - Intangible Assets (D_2
Note 5 - Intangible Assets (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Disclosure Text Block [Abstract] | ||
Amortization expense | $ 521,902 | $ 521,902 |
Note 6 - Earnings (Loss) Per _3
Note 6 - Earnings (Loss) Per Common Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Total shares excluded from calculation | 3,625,600 | 10,773,802 | 3,625,600 | 10,773,802 |
Options | ||||
Total shares excluded from calculation | 2,000,000 | 8,463,000 | 2,000,000 | 8,463,000 |
Warrant | ||||
Total shares excluded from calculation | 1,625,000 | 1,900,000 | 1,625,000 | 1,900,000 |
Convertible Debt | ||||
Total shares excluded from calculation | 600 | 410,802 | 600 | 410,802 |
Note 7 - Stock Based Compensa_3
Note 7 - Stock Based Compensation (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Disclosure Text Block [Abstract] | ||
Options, Outstanding, Beginning Balance | 20,500,000 | 8,463,000 |
Options, Outstanding, Beginning Balance, Weighted Average Exercise Price | $ 0.03 | $ 0.07 |
Options, Outstanding, Beginning Balance, Weighted Average Grant-Date Fair Value | $ 0.03 | $ 0.07 |
Options, Outstanding, Beginning Weighted Average Remaining Contractual Term | 7 years 6 months 7 days | 7 years 4 months 28 days |
Options, Canceled | (18,250,000) | |
Options, Canceled, Weighted Average Exercise Price | $ 0.03 | |
Options, Expired | (250,000) | |
Options, Expired , Weighted Average Exercise Price | $ 0.05 | |
Options, Outstanding, Ending Balance | 2,000,000 | 8,463,000 |
Options, Outstanding, Ending Balance, Weighted Average Exercise Price | $ 0.07 | $ 0.07 |
Options, Outstanding, Ending Balance, Weighted Average Grant-Date Fair Value | $ 0.07 | $ 0.07 |
Options, Outstanding, Ending Weighted Average Remaining Contractual Term | 6 years 5 months 27 days | 6 years 7 months 28 days |
Note 7 - Stock Based Compensa_4
Note 7 - Stock Based Compensation (Details 1) - $ / shares | 9 Months Ended | |||
Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Number of Outstanding | 2,000,000 | 20,500,000 | 8,463,000 | 8,463,000 |
Number Exercisable | 2,000,000 | |||
Exercise price | $ 0.07 | $ 0.03 | $ 0.07 | $ 0.07 |
Options One | ||||
Issued Date | Mar. 24, 2015 | |||
Number of Outstanding | 200,000 | |||
Number Exercisable | 200,000 | |||
Exercise price | $ 0.01 | |||
Options outstanding Expiration Date | Mar. 24, 2020 | |||
Options Two | ||||
Issued Date | Jun. 6, 2017 | |||
Number of Outstanding | 1,800,000 | |||
Number Exercisable | 1,800,000 | |||
Exercise price | $ 0.07 | |||
Options outstanding Expiration Date | Jun. 6, 2027 |
Note 7 - Stock Based Compensa_5
Note 7 - Stock Based Compensation (Details 2) - $ / shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Text Block [Abstract] | ||
Warrants, Outstanding, Beginning Balance | 1,875,000 | 400,000 |
Warrants, Outstanding, Beginning Balance, Weighted Average Exercise Price | $ 0.12 | $ 0.62 |
Warrants, Outstanding, Beginning Balance, Weighted Average Grant-Date Fair Value | $ 0.12 | $ 0.10 |
Warrants, Outstanding, Beginning Balance, Weighted Average Remaining Contractual Life | 3 years 2 months 27 days | 3 years 3 months 8 days |
Warrants, Granted | 1,500,000 | |
Warrants, Granted, Weighted Average Exercise Price | $ 0.05 | |
Warrants expired | (250,000) | |
Warrants expired, Weighted Average Exercise Price | $ 0.73 | |
Warrants, Outstanding, Ending Balance | 1,625,000 | 1,900,000 |
Warrants, Outstanding, Ending Balance, Weighted Average Exercise Price | $ 0.03 | $ 0.21 |
Warrants, Outstanding, Ending Balance, Weighted Average Grant-Date Fair Value | $ 0.03 | $ 0.12 |
Warrants, Outstanding, Beginning Balance, Weighted Average Remaining Contractual Life | 2 years 10 months 25 days | 3 years 5 months 27 days |
Note 7 - Stock Based Compensa_6
Note 7 - Stock Based Compensation (Details 3) | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Number of Outstanding | 1,625,000 |
Number Exercisable | 1,625,000 |
Warrants One | |
Issued Date | Jan. 1, 2017 |
Number of Outstanding | 50,000 |
Number Exercisable | 50,000 |
Exercise price | $ / shares | $ 0.25 |
Expiration Date | Oct. 10, 2021 |
Warrants Two | |
Issued Date | Jan. 1, 2017 |
Number of Outstanding | 50,000 |
Number Exercisable | 50,000 |
Exercise price | $ / shares | $ 0.50 |
Expiration Date | Nov. 7, 2021 |
Warrants Three | |
Issued Date | Jan. 5, 2017 |
Number of Outstanding | 25,000 |
Number Exercisable | 25,000 |
Exercise price | $ / shares | $ 0.50 |
Expiration Date | Jan. 5, 2022 |
Warrants Four | |
Issued Date | Feb. 5, 2018 |
Number of Outstanding | 750,000 |
Number Exercisable | 750,000 |
Exercise price | $ / shares | $ 0.05 |
Expiration Date | Feb. 5, 2023 |
Warrants Five | |
Issued Date | Apr. 27, 2018 |
Number of Outstanding | 750,000 |
Number Exercisable | 750,000 |
Exercise price | $ / shares | $ 0.05 |
Expiration Date | Apr. 27, 2023 |
Note 8 - Convertible Debt (Deta
Note 8 - Convertible Debt (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Disclosure Text Block [Abstract] | ||
Total face value of notes | $ 75,000 | $ 478,957 |
Less: Discount | 2,454 | 101,346 |
Balance | $ 72,546 | $ 377,611 |
Note 8 - Convertible Debt (De_2
Note 8 - Convertible Debt (Details Narrative) - USD ($) | Jan. 03, 2019 | Aug. 13, 2018 | May 03, 2018 | Mar. 06, 2018 | Jan. 10, 2018 | Jun. 24, 2019 | Mar. 29, 2019 | Feb. 15, 2019 | Sep. 17, 2018 | Jun. 25, 2018 | Mar. 30, 2017 | Sep. 30, 2019 | Sep. 30, 2018 |
Interest expense on the convertible notes | $ 218,454 | $ 119,603 | |||||||||||
Interest expense on the convertible debentures | $ 5,589 | $ 5,589 | |||||||||||
8% Convertible Note | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 97,388 | ||||||||||||
Principal payment | $ 94,268 | ||||||||||||
Payment of accrued interest | 7,417 | ||||||||||||
Prepayment penalty | 5,000 | ||||||||||||
8% Convertible Note | Principal | |||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 240,000 | $ 71,732 | |||||||||||
Interest rate | 8.00% | ||||||||||||
Maturity date | Jul. 10, 2018 | ||||||||||||
8% Convertible Note | Accrued interest | |||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 5,366 | ||||||||||||
8% Convertible Note | Principal | |||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 75,000 | ||||||||||||
Interest rate | 8.00% | ||||||||||||
Maturity date | Jun. 25, 2018 | ||||||||||||
8% Convertible Note | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 70,893 | ||||||||||||
8% Convertible Note | Principal | |||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 126,000 | $ 60,000 | |||||||||||
Interest rate | 8.00% | ||||||||||||
Maturity date | Mar. 6, 2019 | ||||||||||||
8% Convertible Note | Accrued interest | |||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 4,342 | ||||||||||||
8% Convertible Note | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 51,349 | ||||||||||||
8% Convertible Note | Principal | |||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 83,500 | $ 53,957 | |||||||||||
Interest rate | 8.00% | ||||||||||||
Maturity date | May 3, 2019 | ||||||||||||
8% Convertible Note | Accrued interest | |||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 4,600 | ||||||||||||
8% Convertible Note | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 29,719 | ||||||||||||
8% Convertible Note | Principal | |||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 53,000 | $ 38,000 | |||||||||||
Interest rate | 8.00% | ||||||||||||
Maturity date | Apr. 15, 2019 | ||||||||||||
8% Convertible Note | Accrued interest | |||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 2,120 | ||||||||||||
8% Convertible Note | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 52,495 | ||||||||||||
8% Convertible Note | Principal | |||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 53,000 | $ 53,000 | |||||||||||
Interest rate | 8.00% | ||||||||||||
Maturity date | May 30, 2019 | ||||||||||||
8% Convertible Note | Accrued interest | |||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 2,120 | ||||||||||||
8% Convertible Note | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 63,525 | ||||||||||||
8% Convertible Note | Principal | |||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 33,000 | $ 33,000 | |||||||||||
Interest rate | 8.00% | ||||||||||||
Maturity date | Jun. 30, 2019 | ||||||||||||
8% Convertible Note | Accrued interest | |||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,320 | ||||||||||||
8% Convertible Note | |||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 38,000 | ||||||||||||
Interest rate | 8.00% | ||||||||||||
Maturity date | Oct. 30, 2019 | ||||||||||||
Principal payment | 38,000 | ||||||||||||
Payment of accrued interest | 1,659 | ||||||||||||
Prepayment penalty | 7,600 | ||||||||||||
8% Convertible Note | |||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 38,000 | ||||||||||||
Interest rate | 8.00% | ||||||||||||
Maturity date | Nov. 30, 2019 | ||||||||||||
Principal payment | 38,000 | ||||||||||||
Payment of accrued interest | 1,259 | ||||||||||||
Prepayment penalty | 7,600 | ||||||||||||
8% Convertible Note | |||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 38,000 | ||||||||||||
Interest rate | 8.00% | ||||||||||||
Maturity date | Feb. 15, 2020 | ||||||||||||
Principal payment | 38,000 | ||||||||||||
Payment of accrued interest | 810 | ||||||||||||
Prepayment penalty | 7,600 | ||||||||||||
8% Convertible Note | |||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 38,000 | ||||||||||||
Interest rate | 8.00% | ||||||||||||
Maturity date | Mar. 15, 2020 | ||||||||||||
Principal payment | 38,000 | ||||||||||||
Payment of accrued interest | 810 | ||||||||||||
Prepayment penalty | $ 7,600 |
Note 9 - Derivative Liability_2
Note 9 - Derivative Liability (Details) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Annual dividend yield | 0.00% | 0.00% |
Minimum | ||
Expected life (years) | 9 months 11 days | 9 months 7 days |
Risk-free interest rate | 2.44% | 2.07% |
Expected volatility | 274.00% | 257.00% |
Maximum | ||
Expected life (years) | 1 year | 1 year |
Risk-free interest rate | 2.52% | 2.57% |
Expected volatility | 294.00% | 293.00% |
Note 10 - Note Payable (Details
Note 10 - Note Payable (Details Narratives) - USD ($) | Sep. 09, 2019 | Aug. 06, 2019 | Jun. 24, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Notes payable from discontinued operations | $ 52,500 | $ 52,500 | ||||
Proceeds from notes payable | $ 443,093 | $ 0 | ||||
Secured Promissory Notes [Member] | ||||||
Proceeds from notes payable | $ 25,000 | $ 25,000 | $ 393,093 | |||
Interest rate | 6.00% |
Note 11 - Stock Transactions (D
Note 11 - Stock Transactions (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |
Oct. 25, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Common stock, shares authorized | 800,000,000 | 800,000,000 | |
Reverse stock split | 1-for-500 | ||
Noteholder | |||
Debt Conversion, Converted Instrument, Shares Issued | 365,388 | ||
Noteholder | Principal | |||
Debt Conversion, Converted Instrument, Amount | $ 326,189 | ||
Noteholder | Accrued interest | |||
Debt Conversion, Converted Instrument, Amount | $ 19,868 |
Note 13 - Concentrations and _2
Note 13 - Concentrations and Credit Risk (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
FDIC | $ 250,000 | |
Sales [Member] | First Customers [Member] | ||
Concentration percentage | 15.00% | 66.00% |
Sales [Member] | Second Customers [Member] | ||
Concentration percentage | 14.00% | 32.00% |
Accounts Receivable [Member] | Second Customers [Member] | ||
Concentration percentage | 19.00% | |
Accounts Receivable [Member] | One Customer [Member] | ||
Concentration percentage | 100.00% | 77.00% |
Note 14 - Related Party Trans_2
Note 14 - Related Party Transactions (Details Narratives) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Disclosure Text Block [Abstract] | ||
Amounts due to related parties | $ 128,476 | $ 145,367 |
Note 15 - Commitments and Con_2
Note 15 - Commitments and Contingencies (Details Narratives) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Disclosure Text Block [Abstract] | ||
Rent expense | $ 17,711 | $ 21,363 |
Term | 3 years | |
Base Salary | $ 75,000 |
Note 16- Subsequent Events (Det
Note 16- Subsequent Events (Details Narrative) | Aug. 08, 2019 | Oct. 25, 2019 |
Reverse stock split | 1-for-500 | |
Clinigence Holdings | ||
Reverse stock split | 1 for 500 |