Nutex Health (NUTX) 10-K 14 May 20 2019 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2019	May 14, 2020	Jun. 30, 2019
Document and Entity Information:
Entity Registrant Name	Clinigence Holdings, Inc.
Document Type	10-K
Document Period End Date	Dec. 31, 2019
Amendment Flag	false
Entity Central Index Key	0001479681
Current Fiscal Year End Date	--12-31
Entity Public Float			$ 1,500,000
Entity Common Stock, Shares Outstanding		4,629,179
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Shell Company	false
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	FY
Entity Interactive Data Current	Yes
Entity Incorporation, State Country Code	DE
File Number	000-55462

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Current assets
Cash	$ 1,065,434	$ 119,267
Accounts receivable	100,183	186,150
Inventory	26,988	0
Prepaid expenses and other current assets	50,747	0
Total current assets	1,243,352	305,417
Loing-term assets
Property and equipment, net	83,353	7,612
Other receivable	0	116,964
Right of use asset, net	247,196	0
Intangilbe assets, net	1,535,974	0
Goodwill	3,471,508	0
Deposits and other assets	11,121	19,435
Restricted cash	100,000	0
Total Assets	6,692,504	449,428
Current liabilities
Accounts payable and accrued expenses	1,752,659	567,006
Accrued interest on notes payable	34,358	0
Due to related parties	128,477	0
Lease liability - current	50,406	0
Deferred revenue	165,560	0
Current portion of convertible notes payable	2,112,060	300,000
Current portion of notes payable	366,933	177,055
Total current liabilities	4,610,453	1,044,061
Long-term liabilities
Lease liability - long term	223,618	0
Convertible notes payable, net of current portion and discounts	0	299,996
Notes payable, net of current portion and discounts	0	602,724
Total liabilities	4,834,071	1,946,781
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; 4,649,179 and 797,108 shares issued and 4,629,179 and 777,108 shares outstanding as of December 31, 2019 and 2018, respectively	4,649	1,775
Additional paid-in capital	14,422,579	3,953,147
Accumulated deficit	(12,568,795)	(5,452,275)
Total stockholders' equity (deficiency)	1,858,433	(1,497,353)
Total liabilities and stockholders' equity (deficiency)	$ 6,692,504	$ 449,428

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Preferred stock, par value	$ .001	$ .001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	800,000,000	800,000,000
Common stock, shares issued	4,649,179	797,108
Common stock, shares outstanding	4,649,179	777,108

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Statement [Abstract]
Sales	$ 1,366,419	$ 1,366,996
Cost of Sales	830,443	507,640
Gross profit	535,976	859,356
Operating Expenses
Research and development	768,103	545,223
Sales and marketing	577,739	208,924
General and Administrative Expense	3,667,178	945,607
Impairment expense	2,257,058	0
Amortization	163,746	0
Total operating expenses	7,433,824	1,699,754
Loss from operations	(6,897,848)	(840,398)
Other income (expenses)
Loss on extinguishment of debt	(130,140)	0
Interest income	3,626	68
Interest Expense	(92,158)	(109,799)
Total other income (expenses)	(218,672)	(109,731)
Net income (loss)	$ (7,116,520)	$ (950,129)
Basic and fully diluted loss per common share:
Net loss per common share	$ (1.96)	$ (0.56)
Weighted average common shares outstanding - basic and fully diluted	3,630,075	1,702,490

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Stockholders' Equity, beginning of period, Value at Dec. 31, 2017	$ 1,694	$ 3,503,228	$ (4,502,146)	$ (997,224)
Stockholders' Equity, beginning of period, Shares at Dec. 31, 2017	1,694,103
Common stock issued for cash, Value	$ 81	449,919		450,000
Common stock issued for cash, Shares	80,961
Net loss			(950,129)	(950,129)
Stockholders' Equity, end of period, Value at Dec. 31, 2018	$ 1,775	3,953,147	(5,452,275)	(1,497,353)
Stockholders' Equity, end of period, Shares at Dec. 31, 2018	1,775,064
Common stock issued for cash, Value	$ 740	4,111,760		4,112,500
Common stock issued for cash, Shares	739,891
Common shares cancelled, Value	$ (144)	144
Common shares cancelled, Shares	(143,642)
Common stock issued for services, Value	$ 212	449,842		450,054
Common stock issued for services, Shares	212,522
Common stock issued in Qualmetrix acquisition, Value	$ 1,125	4,167,094		4,168,219
Common stock issued in Qualmetrix acquisition, Shares	1,124,594
Effect of merger, value	$ 797	836,166		836,963
Effect of merger, shares	797,108
Warrants issued in connection with issuance of convertible debt		374,178		374,178
Notes payable converted to common stock, Value	$ 144	530,248		530,392
Notes payable converted to common stock, Shares	143,642
Net loss			(7,116,520)	(7,116,520)
Stockholders' Equity, end of period, Value at Dec. 31, 2019	$ 4,649	$ 14,422,579	$ (12,568,795)	$ 1,858,433
Stockholders' Equity, end of period, Shares at Dec. 31, 2019	4,649,179

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (7,116,520)	$ (950,129)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	15,723	522
Amortization	156,092	2,685
Non cash interest expense	140,487	0
Stock-based compensation expense	450,054	155,886
Impairment expense	2,257,058	0
Loss on extinguishment of debt	130,140	0
Changes in operating assets and liabilities:
Accounts Receivable	111,567	(82,089)
Prepaid expenses and other current assets	(45,280)	0
Deposits and other assets	10,264	(9,171)
Accounts payable and accrued expenses	(304,441)	402,247
Lease liability	(11,238)	0
Deferred revenue	165,260	0
NET CASH USED IN OPERATING ACTIVITIES	(4,040,578)	(480,049)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(84,002)	0
Advances to acquisition target	(577,046)	(116,964)
Increase in restricted cash	(100,000)	0
Cash acquired from acquisitions	12,852	0
NET CASH PROVIDED BY INVESTING ACTIVITIES	(748,196)	(116,964)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from subsidiary contributions, net	0	367,300
Proceeds from issuance of notes and convertible notes payable	2,359,700	404,997
Proceeds from sale of common stock	4,112,500	0
Proceeds from issuance of related party notes payable	0	144,000
Payments on notes and convertible notes payable	(737,259)	(156,726)
Payments on related party notes payable	0	(55,000)
NET CASH PROVIDED BY FINANCING ACTIVITIES	5,734,941	704,571
NET INCREASE IN CASH	946,167	107,558
CASH - BEGINNING OF YEAR	119,267	11,709
CASH - END OF YEAR	1,065,434	119,267
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for Interest	75,882	93,012
Non-cash investing and financing activities:
Right of use asset added for operating lease	285,262	0
Notes payable converted to common stock	399,996	0
Notes payable converted to convertible notes payable	32,500	0
Accrued interest converted to convertible notes payable	22,500	0
Accrued salaries converted to convertible notes payable	30,375	0
Common stock issued for acquisitions	5,005,182	0
Intangible assets acquired	7,281,555	0
Warrant issued for convertible debt	$ 374,178	$ 0

Note 1 - Organization and Basis

Note 1 - Organization and Basis of Presentation	12 Months Ended
	Dec. 31, 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 subsidiaries, Clinigence Health, Inc. (“Clinigence”) and HealthDatix, Inc. (“HealthDatix”). The Company’s name was changed to Clinigence Holdings, Inc. on October 29, 2019 in connection with a reverse merger. In October 2018, Clinigence was incorporated as a wholly-owned subsidiary of Clinigence LLC. The Company is a population health analytics company that provides turnkey SaaS solutions that enable connected intelligence across the care continuum by transforming massive amounts of data into actionable insights. The Company’s solutions help healthcare organizations throughout the United States improve the quality and cost-effectiveness of care, enhance population health management and optimize provider networks. The Company enables risk-bearing healthcare organizations achieve their objectives on the path to value-based care. The Company’s platform automatically extracts and delivers targeted data insights from its cloud-based analytics engine directly to the workflows and technologies of its customers. This enhances end-user workflows with actionable analytics, seamlessly delivers data from disparate sources to the point of engagement, automates the delivery of data to ensure on-time access, and reduces dependency on non-essential applications from the end-user’s workflow. All of this allows the healthcare organization to enable population health management, manage cost and utilization, improve quality, identify gaps in care, risk stratify and target patients, increase collaboration among providers and to optimize network provider performance. Business Acquisitions A) Reverse Merger On August 8, 2019, iGambit, Inc. entered into an Agreement and Plan of Merger (the “Reverse Merger Agreement”) by and among Clinigence Health, 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. The Business Combination was treated as a “reverse acquisition” for accounting purposes, whereby Clinigence is considered the acquirer for accounting purposes, and the historical financial statements before the Business Combination have been replaced with the historical financial statements of Clinigence and its subsidiaries before the Business Combination. 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. (the “Name Change Certificate of Amendment”). The following table represents the fair value of the consideration paid allocated to the assets and liabilities acquired in applying the acquisition method for the completion of the reverse merger: Consideration: Issuance of 797,108 shares of common stock $ 836,963 Net liabilities assumed 1,467,897 Total consideration $ 2,304,860 Assets Acquired: Current assets $ 46,209 Property, equipment, and other non-current assets 1,593 Goodwill 2,257,058 Total assets acquired $ 2,304,860 B) QualMetrix Acquisition On March 1, 2019, prior to the reverse merger referred to above, the Company entered into a Contribution Agreement by and among Clinigence Holdings, Inc. (“Holdings”), Qualmetrix, Inc. (“QMX”), and the Members of Clinigence, LLC (“Agreement”) whereby Clinigence Holdings, Inc. acquired all of the assets and operations and assumed all of the liabilities of Qualmetrix, Inc. The Company acquired QMX to further its SAAS-based offerings to its customers and expand into new markets. The goodwill is derived largely from the expected growth of the Company, as well as synergies and economies of scale expected from combining the operations of QMX with the Company. Pursuant to the Agreement, all of the outstanding Series A and Series B Preferred Stock and Common Stock of Qualmetrix, Inc. totaling 34,726,659 shares were exchanged for 5,021,950 common shares of Clinigence Holdings, Inc. All outstanding shares of Qualmetrix, Inc. immediately preceding the exchange were treated as one class. On the date of the transaction, the shares of common stock issued to Qualmetrix, Inc. had an estimated fair value of $0.83 per share based on an independent valuation. The following table represents the fair value of the consideration paid allocated to the assets and liabilities acquired in applying the acquisition method for the completion of the Qualmetrix, Inc. business combination: Consideration: Issuance of 5,021,950 shares of common stock $ 4,168,219 Net liabilities assumed 989,805 Total consideration $ 5,158,024 Assets Acquired: Current assets $ 24,698 Property, equipment, and other non-current assets 7,818 Identifiable intangible assets 1,654,000 Goodwill 3,471,508 Total assets acquired $ 5,158,024

Note 2 - Summary of Significant

Note 2 - Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 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 subsidiaries, Clinigence Health, Inc., and HealthDatix Inc.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) 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 is generated primarily by software licenses, training, and consulting. Software licenses are provided as SaaS-based subscriptions that grants access to proprietary online databases and data management solutions. Training and consulting are project based and billable to customers on a monthly-basis or task-basis. Revenue from training and consulting are generally recognized upon delivery of training or completion of the consulting project. The duration of training and consulting projects are typically a few weeks or months and last no longer than 12 months. SaaS-based subscriptions are generally marketed under multi-year agreements with annual, semi-annual, quarterly, or month-to-month renewals and revenue is recognized ratably over the renewal period with the unearned amounts received recorded as deferred revenue. For multiple-element arrangements accounted for in accordance with specific software accounting guidance, multiple deliverables are segregated into units of accounting which are delivered items that have value to a customer on a standalone basis. On January 1, 2019, the Company adopted the new revenue recognition standard Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)”, using the modified retrospective method. The modified retrospective adoption used by the Company did not result in a material cumulative effect adjustment to the opening balance of accumulated deficit. Revenue from substantially all the Company’s contracts with customers continues to be recognized over time as performance obligations are satisfied. The Company provides its customers with software licensing, training, and consulting through SaaS-based subscriptions. This subscription revenue represents revenue earned under contracts in which the Company bills and collects the charges for licensing and related services. The Company determines the measurement of revenue and the timing of revenue recognition utilizing the following core principles: 1. Identifying the contract with a customer; 2. Identifying the performance obligations in the contract; 3. Determining the transaction price; 4. Allocating the transaction price to the performance obligations in the contract; and 5. Recognizing revenue when (or as) the Company satisfies its performance obligations. Revenues from subscriptions are deferred and recorded as deferred revenue when cash payments are received in advance of the satisfaction of the Company’s performance obligations and recognized over the period in which the performance obligations are satisfied. The Company completes its contractual performance obligations through providing its customers access to specified data through subscriptions for a service period, and training on consulting associated with the subscriptions. The Company primarily invoices its customers on a monthly basis and does not provide any refunds, rights of return, or warranties to its customers. Advertising Costs The Company expenses advertising costs as incurred. Advertising costs of $115,647 and $0 were charged to operations for the years ended December 31, 2019 and 2018, respectively. Cash and Cash Equivalents Cash and cash equivalents are comprised of cash and highly liquid investments with original maturities of 90 days or less at the date of purchase. The Company does not have any cash equivalents as of December 31, 2019 and 2018. The Company is exposed to credit risk in the event of default by the financial institutions or the issuers of these investments to the extent the amounts on deposit or invested are in excess of amounts that are insured. 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: Developed technology 13 years Customer relationships 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 $165,560 and $0 as of December 31, 2019 and 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	12 Months Ended
	Dec. 31, 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 $12,568,795, and a working capital deficit of $3,367,101 at December 31, 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 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	12 Months Ended
	Dec. 31, 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 December 31, 2019 and 2018: 2019 2018 Office equipment and fixtures $ 109,468 $ 13,327 Computer hardware 44,866 7,941 Computer software 16,121 — Less: Accumulated depreciation 87,102 13,656 $ 83,353 $ 7,612 Depreciation expense of $15,723 and $522 was charged to operations for the years ended December 31, 2019 and 2018, respectively.

Note 5 - Intangible Assets

Note 5 - Intangible Assets	12 Months Ended
	Dec. 31, 2019
Disclosure Text Block [Abstract]
Note 5 - Intangible Assets	Note 5 – Intangible Assets The following tables provide detail associated with the Company’s acquired identifiable intangible assets: As of December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life (in years) Amortized intangible assets: Customer relationships $ 624,000 $ (52,000 ) $ 572,000 10 Developed technology 1,030,000 (66,026 ) 963,974 13 Total $ 1,654,000 $ (118,026 ) $ 1,535,974 Aggregate Amortization Expense: For the year ended December 31, 2019 $ 118,026

Note 6 - Operating Lease

Note 6 - Operating Lease	12 Months Ended
	Dec. 31, 2019
Notes to Financial Statements
Note 6 - Operating Lease	Note 6 – Operating Lease The Company determines if a contract is, or contains, a lease at contract inception. Operating leases are included in operating lease right-of-use ("ROU") assets, current portion of operating lease liabilities and operating lease liabilities, net of current portion in the Company's consolidated balance sheets. Finance leases are included in property and equipment, current portion of finance lease obligations and finance lease obligations, net of current portion in the Company's unaudited consolidated balance sheets. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. In addition, ROU assets include initial direct costs incurred by the lessee as well as any lease payments made at or before the commencement date and exclude lease incentives. The Company used the implicit rate in the lease in determining the present value of lease payments. Lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of one year or less are generally not included in ROU assets and liabilities. Operating lease ROU assets and operating lease liabilities are recorded on the consolidated balance sheet as follows: December 31, 2019 Operating Lease: Operating lease right-of-use assets, net $ 247,196 Current portion of operating lease liabilities 50,406 Operating lease liabilities, net of current portion 223,618 As of December 31, 2019, the weighted-average remaining lease term of the operating lease was 4.50 years. The weighted-average discount rate for the operating lease was 6.75%. The following table summarizes maturities of operating lease liabilities based on lease term as of December 31, 2019: 2020 $ 67,371 2021 69,393 2022 71,474 2023 73,619 2024 37,729 Total lease payments 319,586 Less: Imputed interest 45,562 Present value of lease liabilities $ 274,024 At December 31, 2019, the Company had the following future minimum payments due under the non-cancelable lease: 2020 $ 67,371 2021 69,393 2022 71,474 2023 73,619 2024 37,729 Total minimum lease payments $ 319,586 Consolidated rental expense for all operating leases was $126,944 and $65,000 for the years ended December 31, 2019 and 2018, respectively. The following table summarizes the cash paid and related right-of-use operating lease recognized for the year ended December 31, 2019. Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 27,387 Right-of-use lease assets obtained in the exchange for lease liabilities: Operating leases 11,238

Note 7 - Earnings (Loss) Per Co

Note 7 - Earnings (Loss) Per Common Share	12 Months Ended
	Dec. 31, 2019
Disclosure Text Block [Abstract]
Note 7 - Earnings (Loss) Per Common Share	Note 7 - Earnings (Loss) Per Common Share The Company calculates net income (loss) per common share in accordance with ASC 260 “ Earnings Per Share Years Ended December 31, 2019 2018 Stock options 48,854 — Stock warrants 1,065,251 138,997 Total shares excluded from calculation 1,114,105 138,997

Note 8 - Stock Based Compensati

Note 8 - Stock Based Compensation	12 Months Ended
	Dec. 31, 2019
Disclosure Text Block [Abstract]
Note 8 - Stock Based Compensation	Note 8 – Stock Based Compensation Options In 2019, the Company adopted the 2019 Omnibus Equity Incentive Plan (the "2019 Plan"). Awards granted under the 2019 Plan have a ten-year term and may be incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units or performance shares. The awards are granted at an exercise price equal to the fair market value on the date of grant and generally vest over a four year period. Stock option activity during the years ended December 31, 2019 and 2018 follows: Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Options outstanding at December 31, 2017 — $ — — No option activity — — — Options outstanding at December 31, 2018 — — — Options granted 48,854 5.11 Options outstanding at December 31, 2019 48,854 $ 5.11 8.05 Options outstanding at December 31, 2019 consist of: Date Issued Number Outstanding Number Exercisable Exercise Price Expiration Date August 5, 2019 44,854 44,854 $ 5.56 August 5, 2029 October 29, 2019 400 400 $ 0.01 March 24, 2020 October 29, 2019 3,600 3,600 $ 0.0725 June 6, 2027 Total 48,854 48,854 Warrants In 2018, the Company issued fully vested warrants to investors as part of a private placement offering. Each unit offered in the private placement consisted of one share of common stock, and a warrant convertible into 0.4 shares of common stock at an exercise of $1.50 per whole share. The warrants are exercisable for a period of five years from the date of issuance. The warrants were cancelled on March 1, 2019 and reissued upon the Qualmetrix acquisition and are each convertible into one share of common stock at an exercise price of $6.67 per share until December 31, 2024. In November 2019, the Company issued fully vested warrants to investors as part of private placement subscription agreements pursuant to which the Company issued convertible promissory notes. Each noteholder received warrants to purchase common stock of 50% of the principal at an exercise price of $5.56 per share with an expiration date of October 31, 2025. Warrant activity during the years ended December 31, 2019 and 2018 follows: Warrants Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Warrants outstanding at December 31, 2017 91,365 $ 0.44 1.58 Warrants granted 47,632 1.50 Warrants outstanding at December 31, 2018 138,997 $ 0.81 5.55 Warrants granted 1,065,251 6.04 Warrants cancelled (138,997 ) 0.81 Warrants outstanding at December 31, 2019 1,065,251 $ 6.04 5.17 Warrants outstanding at December 31, 2019 consist of: Date Issued Number Outstanding Number Exercisable Exercise Price Expiration Date March 21, 2019 96,433 96,433 $ 6.67 December 31, 2024 April 30, 2019 3,598 3,598 $ 6.67 December 31, 2024 May 13, 2019 14,393 14,393 $ 6.67 December 31, 2024 May 28, 2019 199,703 199,703 $ 6.67 December 31, 2024 June 5, 2019 7,197 7,197 $ 6.67 December 31, 2024 June 25, 2019 208,361 208,361 $ 6.67 December 31, 2024 September 6, 2019 25,188 25,188 $ 6.67 December 31, 2024 October 29, 2019 1,500 1,500 $ 25.00 February 5, 2023 October 29, 2019 1,500 1,500 $ 25.00 April 27, 2023 November 15, 2019 39,000 39,000 $ 1.25 October 31, 2025 November 15, 2019 204,651 204,651 $ 5.56 October 31, 2025 November 19, 2019 260,312 260,312 $ 5.56 October 31, 2025 December 31, 2019 3,415 3,415 $ 5.56 October 31, 2025 Total 1,065,251 1,065,251

Note 9 - Convertible Notes Paya

Note 9 - Convertible Notes Payable	12 Months Ended
	Dec. 31, 2019
Disclosure Text Block [Abstract]
Note 9 - Convertible Notes Payable	Convertible notes payable consisted of the following at December 31, 2019 and 2018: 2019 2018 Notes payable convertible into CLNH common units at $.44 per unit; nominal interest rate of 5%; matured in March 2019 $ — $ 200,000 Notes payable convertible into CLNH common units at $.59 per unit; nominal interest rate of 12%; matured at various dates from August 2019 to August 2021; converted in May 2019 — 399,996 Notes payable convertible into Clinigence common shares at $5.56 per share; nominal interest rate of 10%; maturing in October 2020 2,016,723 — Notes payable convertible into Clinigence common shares at $1.25 per share; nominal interest rate of 10%; maturing in October 2020 95,337 — Total convertible notes payable 2,112,060 599,996 Current portion (2,112,060 ) (300,000 ) Total convertible notes payable, net $ — $ 299,996

Note 10 - Note Payable

Note 10 - Note Payable	12 Months Ended
	Dec. 31, 2019
Disclosure Text Block [Abstract]
Note 10 - Note Payable	Note 10 – Notes Payable Notes payable consisted of the following at December 31, 2019 and 2018: 2019 2018 Notes payable with maturities between six months and twelve months from the date of issuance with annual percentage interest rates between 24% and 31% $ 63,226 $ 63,448 Demand note payable issued to former officers of Qualmetrix, Inc. with an annual percentage interest rate of 8% 16,200 — Note payable issued in May 2013 with a maturity date of May 2023 and interest rate of Prime + 2% (6.75% and 7.5% at December 31, 2019 and 2018, respectively) — 267,137 Note payable issued in June 2017 with a maturity date of June 2022 and effective interest rate of 10.66% 287,507 449,194 Total notes payable 366,933 779,779 Current portion (366,933 ) (177,055 ) Total notes payable, net $ — $ 602,724 Beginning in April 2018, the Company entered into a series of short-term notes with interest rates ranging from 24% to 31% per annum. Throughout the year ended December 31, 2019 the Company made average monthly principal and interest payments approximating $8,200 per month. The outstanding balance on the short-term notes at December 31, 2019 and December 31, 2018 was $63,226 and $63,448, respectively. In October 2017, Qualmetrix entered into demand notes with its former Chief Executive Officer totaling $100,000. In January through April 2018, the Company issued additional notes to its former Chief Executive Officer totaling $92,000 maturing one year from the date of issuance. In April 2019, one of the notes was settled via a cash payment of interest and principal totaling $195,789. The outstanding balance of the note issued in January 2018 was $16,200 at December 31, 2019 and includes accrued interest of $1,200. In May 2013, the Company entered into a note agreement with a financial institution whereby it received net working capital proceeds of $500,000. The Company made monthly principal and interest payments approximating $6,000 per month including a variable interest rate of Prime plus 2% (6.75% as of December 31, 2019). The outstanding balance at December 31, 2019 and December 31, 2018 was $0 and $267,137, respectively. In June 2017, the Company entered into a Revenue Loan Investment for net working capital proceeds of $500,000. The Company is required to make monthly principal and interest payment on the Revenue Loan based on its net cash receipts from operations in the following 3 tiers: • Tier 1 – Payments at a rate of 6.0% of the net cash receipts from the immediate month prior until cumulative loan payments are based on $2,500,000 of net cash receipts. • Tier 2 – After achieving loan payments based on $2,500,000 of net cash receipts in a loan year, additional payments are based on 3.0% of amounts in excess of the Tier 1 Cap. • Tier 3 – Payments at a rate of 0.5% of net cash receipts in excess of $3,200,000 in a loan year. From the inception of the Revenue Loan in June 2017 through December 31, 2019 the Company has paid its monthly principal and interest payments based on the Tier 1 net cash receipts.

Note 11 - Stock Transactions

Note 11 - Stock Transactions	12 Months Ended
	Dec. 31, 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. In connection with the Clinigence reverse merger on October 29, 2019, the Company filed a Certificate of Withdrawal of the Certificates of Designation, Preferences and Rights of the Series A Preferred Stock with the Delaware Secretary of State and returned all previously designated shares to their status as authorized preferred stock available for issuance. Reverse Stock Split On October 25, 2019, prior to the Clinigence reverse merger agreement, 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. All share and per share information presented 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 reverse merger acquisition the shareholders of iGambit retained 797,108 common shares with a value of $1.05 per share. In connection with the acquisition of Qualmetrix the Company issued 1,124,594 common shares valued at $3.71 per share to the shareholders of Qualmetrix on March 1, 2019. The Company sold 739,891 shares of common stock to various investors valued at $5.56 per share in the fourth quarter of 2019 for proceeds of $4,112,500. The Company issued 212,522 restricted common shares for services in connection with the Qualmetrix acquisition on March 1, 2019, valued at $308,157. In connection with the convertible notes payable (see Note 9 above) the noteholders converted $399,996 of principal balance to 143,642 shares of common stock during the year ended December 31, 2019. The stock issued was determined based on the terms of the convertible notes. During the year ended December 31, 2018, the Company sold 80,961 shares of common stock to various investors valued at $5.56 per share in the fourth quarter of 2018 for proceeds of $450,000.

Note 12 - Income Taxes

Note 12 - Income Taxes	12 Months Ended
	Dec. 31, 2019
Disclosure Text Block [Abstract]
Note 12 - Income Taxes	Note 12 - Income Taxes Prior to March 1, 2019, the Company operated as a Limited Liability Company (“LLC”). Taxable income and losses of an LLC are passed through to its members and there is no entity level tax. The reconciliation between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense (benefit) for the year ended December 31, 2019 is as follows: Statutory U.S. federal income tax rate 21.0 % Tax effect of expenses that are not deductible for income tax purposes (9.0 )% Change in Valuation Allowance (12.0 )% Effective tax rate 0.0 % At December 31, the significant components of the deferred tax assets (liabilities) are summarized below: 2019 2018 Deferred Tax Assets: Net Operating Losses $ 1,043,303 $ — Deferred Tax Liabilities — — Valuation Allowance (1,043,303 ) — Net deferred tax assets $ — $ — On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of foreign earnings. Due to the changes in ownership of the Company in connection with the reverse merger referred to in Note 1, pre-merger net operating loss carryforwards (computed in accordance with IRS section 382) have been reduced. These NOLs begin to expire in 2028. In addition, losses incurred from the date of the merger to December 31, 2019 are available to reduce future taxable income. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax assets for every period because it is more likely than not that all of the deferred tax assets will not be realized. In accordance with ASC 740, 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 as of December 31, 2019 and 2018 has been established as Management believes that the Company will more likely than not realize the benefit of those deferred tax assets. Therefore, no tax provision has been recorded for the years ended December 31, 2019 and 2018. The Company complies with the provisions of ASC 740-10 in accounting for its uncertain tax positions. ASC 740-10 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely that not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Management has determined that the Company has no significant uncertain tax positions requiring recognition under ASC 740-10. The Company is subject to income tax in the U.S., and certain state jurisdictions. The Company has not been audited by the U.S. Internal Revenue Service, or any states in connection with income taxes. The Company’s tax years generally remain open to examination for all federal and state income tax matters until its net operating loss carryforwards are utilized and the applicable statutes of limitation have expired. The federal and state tax authorities can generally reduce a net operating loss (but not create taxable income) for a period outside the statute of limitations in order to determine the correct amount of net operating loss which may be allowed as a deduction against income for a period within the statute of limitations. The Company recognizes interest and penalties related to unrecognized tax benefits, if incurred, as a component of income tax expense.

Note 13 - Concentrations and Cr

Note 13 - Concentrations and Credit Risk	12 Months Ended
	Dec. 31, 2019
Disclosure Text Block [Abstract]
Note 13 - Concentrations and Credit Risk	Note 13 – Concentrations and Credit Risk Sales and Accounts Receivable The Company had sales to two customers which accounted for approximately 19% and 12%, respectively of total sales for the year ended December 31, 2019. The two customers accounted for less than 10%, respectively of accounts receivable at December 31, 2019. The Company had sales to three customers which accounted for approximately 20%, 16% and 14%, respectively of total sales for the year ended December 31, 2018. One of the three customers accounted for 11% of accounts receivable at December 31, 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 December 31, 2019 and 2018, respectively.

Note 14 - Related Party Transac

Note 14 - Related Party Transactions	12 Months Ended
	Dec. 31, 2019
Disclosure Text Block [Abstract]
Note 14 - Related Party Transactions	Note 14 - Related Party Transactions Due to Related Parties Due to related parties with balances of $128,477 and $0 at December 31, 2019 and 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 Chief Financial Officer, who was held personally responsible by the credit card company for the unpaid balance. During the first quarter of 2019, the Chairman Warren Hosseinion made a $300,000 equity investment and was issued 21,590 warrants pursuant to the Equity Private Placement Memorandum. During the first quarter of 2019, Director Mark Fawcett made a $50,000 equity investment and was issued 3,598 warrants pursuant to the Equity Private Placement Memorandum. In November 2019, the Company entered into promissory notes with Chairman John Waters for proceeds of $132,500 and was issued 24,245 warrants pursuant to the Convertible Debt Offering of November 19, 2019. In November 2019, the Company entered into a promissory note with Director Lawrence Schimmel for proceeds of $30,375 and was issued 3,415 warrants pursuant to the Convertible Debt Offering of November 19, 2019. In the fourth quarter of 2018, the Company loaned Qualmetrix, Inc. $116,964 included in long-term assets in the accompanying consolidated balance sheets. In March 2019, the Company, through its wholly-owned subsidiary Clinigence Holdings, Inc., acquired the assets and operations and assumed the liabilities of Qualmetrix, Inc. During the year ended December 31, 2018, the Company entered into service contracts with Qualmetrix whereby it compensated Qualmetrix $90,000 per year. In 2018, the Company received convertible debt proceeds totaling $404,997 from related parties. The terms of the convertible debt are discussed in more detail in Note 9.

Note 15 - Commitments and Conti

Note 15 - Commitments and Contingencies	12 Months Ended
	Dec. 31, 2019
Disclosure Text Block [Abstract]
Note 15 - Commitments and Contingencies	Note 15 – Commitments and Contingencies Employment Arrangements With Executive Officers Effective October 29, 2019, in connection with the merger with Clinigence Health, the Company entered into employment agreements with Jacob Margolin, Lawrence Schimmel, and Elisa Luqman each under a three-year term at a base salary of $180,000, $180,000 and $150,000, respectively plus customary employee benefits. 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	12 Months Ended
	Dec. 31, 2019
Disclosure Text Block [Abstract]
Note 16 - Subsequent Events	Note 16 – Subsequent Events The Company evaluated its December 31, 2019 consolidated financial statements for subsequent events through the date the consolidated financial statements were issued. As a result of the spread of the COVID-19 coronavirus, economic uncertainties have arisen which are likely to negatively impact operations. Other financial impact could occur though such potential impact is unknown at this time. A pandemic typically results in social distancing, travel bans and quarantine, and this may limit access to our facilities, customers, management, support staff and professional advisors. These factors, in turn, may not only impact our operations, financial condition and demand for our goods and services but our overall ability to react timely to mitigate the impact of this event. Also, it may hamper our efforts to comply with our filing obligations with the Securities and Exchange Commission. During the first quarter of 2020, the Company issued 628,678 options for services, including 446,674 options issued to directors and officers. Financing Transaction On April 21, 2020, the Company received loan proceeds of $333,125 pursuant to the U.S. Small Business Administration (“SBA”) COVID-19 Paycheck Protection Program (PPP). Under the terms of this program, loan proceeds may be forgiven if used for payroll costs, rent, and utilities within 8 weeks of receipt. Discontinued Operations On April 21, 2020 (effective March 1, 2020) the Company completed the sale of HealthDatix, Inc., a Florida corporation (“HDX FL”) to Jerry Robinson, Mary-Jo Robinson and Kathleen Shepherd (“HDX Management”) in accordance with a Stock Purchase Agreement (the “Purchase Agreement”) by and between the Company and HDX Management. Pursuant to the Purchase Agreement, the total consideration paid for the outstanding capital stock of HDX FL was the execution of Settlement and Release Agreements by HDX Management, releasing the Company from all obligations pursuant to certain HDX Management Employment Agreements dated April 1, 2017. As per the Purchase Agreement, the Company’s operations of HDX FL ended February 28, 2020 and HDX Management’s operation of the business is effective as of March 1, 2020.

Note 2 - Summary of Significa_2

Note 2 - Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 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 subsidiaries, Clinigence Health, Inc., and HealthDatix Inc.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)
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 Revenue is generated primarily by software licenses, training, and consulting. Software licenses are provided as SaaS-based subscriptions that grants access to proprietary online databases and data management solutions. Training and consulting are project based and billable to customers on a monthly-basis or task-basis. Revenue from training and consulting are generally recognized upon delivery of training or completion of the consulting project. The duration of training and consulting projects are typically a few weeks or months and last no longer than 12 months. SaaS-based subscriptions are generally marketed under multi-year agreements with annual, semi-annual, quarterly, or month-to-month renewals and revenue is recognized ratably over the renewal period with the unearned amounts received recorded as deferred revenue. For multiple-element arrangements accounted for in accordance with specific software accounting guidance, multiple deliverables are segregated into units of accounting which are delivered items that have value to a customer on a standalone basis. On January 1, 2019, the Company adopted the new revenue recognition standard Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)”, using the modified retrospective method. The modified retrospective adoption used by the Company did not result in a material cumulative effect adjustment to the opening balance of accumulated deficit. Revenue from substantially all the Company’s contracts with customers continues to be recognized over time as performance obligations are satisfied. The Company provides its customers with software licensing, training, and consulting through SaaS-based subscriptions. This subscription revenue represents revenue earned under contracts in which the Company bills and collects the charges for licensing and related services. The Company determines the measurement of revenue and the timing of revenue recognition utilizing the following core principles: 1. Identifying the contract with a customer; 2. Identifying the performance obligations in the contract; 3. Determining the transaction price; 4. Allocating the transaction price to the performance obligations in the contract; and 5. Recognizing revenue when (or as) the Company satisfies its performance obligations. Revenues from subscriptions are deferred and recorded as deferred revenue when cash payments are received in advance of the satisfaction of the Company’s performance obligations and recognized over the period in which the performance obligations are satisfied. The Company completes its contractual performance obligations through providing its customers access to specified data through subscriptions for a service period, and training on consulting associated with the subscriptions. The Company primarily invoices its customers on a monthly basis and does not provide any refunds, rights of return, or warranties to its customers.
Advertising Costs	Advertising Costs The Company expenses advertising costs as incurred. Advertising costs of $115,647 and $0 were charged to operations for the years ended December 31, 2019 and 2018, respectively.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents are comprised of cash and highly liquid investments with original maturities of 90 days or less at the date of purchase. The Company does not have any cash equivalents as of December 31, 2019 and 2018. The Company is exposed to credit risk in the event of default by the financial institutions or the issuers of these investments to the extent the amounts on deposit or invested are in excess of amounts that are insured.
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: Developed technology 13 years Customer relationships 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 $165,560 and $0 as of December 31, 2019 and 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 1 - Organization and Bas_2

Note 1 - Organization and Basis of Presentation (Tables)	12 Months Ended
	Dec. 31, 2019
Disclosure Text Block [Abstract]
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed	The following table represents the fair value of the consideration paid allocated to the assets and liabilities acquired in applying the acquisition method for the completion of the reverse merger: Consideration: Issuance of 797,108 shares of common stock $ 836,963 Net liabilities assumed 1,467,897 Total consideration $ 2,304,860 Assets Acquired: Current assets $ 46,209 Property, equipment, and other non-current assets 1,593 Goodwill 2,257,058 Total assets acquired $ 2,304,860 The following table represents the fair value of the consideration paid allocated to the assets and liabilities acquired in applying the acquisition method for the completion of the Qualmetrix, Inc. business combination: Consideration: Issuance of 5,021,950 shares of common stock $ 4,168,219 Net liabilities assumed 989,805 Total consideration $ 5,158,024 Assets Acquired: Current assets $ 24,698 Property, equipment, and other non-current assets 7,818 Identifiable intangible assets 1,654,000 Goodwill 3,471,508 Total assets acquired $ 5,158,024

Note 2 - Summary of Significa_3

Note 2 - Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2019
Disclosure Text Block [Abstract]
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	Intangible assets are amortized using the straight line method over the estimated lives of the respective assets as follows: Developed technology 13 years Customer relationships 10 years

Note 4 - Property and Equipme_2

Note 4 - Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2019
Disclosure Text Block [Abstract]
Schedule of property, plant and equipment	Property and equipment are carried at cost and consist of the following at December 31, 2019 and 2018: 2019 2018 Office equipment and fixtures $ 109,468 $ 13,327 Computer hardware 44,866 7,941 Computer software 16,121 — Less: Accumulated depreciation 87,102 13,656 $ 83,353 $ 7,612

Note 5 - Intangible Assets (Tab

Note 5 - Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2019
Disclosure Text Block [Abstract]
Schedule of intangible assets	The following tables provide detail associated with the Company’s acquired identifiable intangible assets: As of December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life (in years) Amortized intangible assets: Customer relationships $ 624,000 $ (52,000 ) $ 572,000 10 Developed technology 1,030,000 (66,026 ) 963,974 13 Total $ 1,654,000 $ (118,026 ) $ 1,535,974 Aggregate Amortization Expense: For the year ended December 31, 2019 $ 118,026

Note 6 - Operating Lease (Table

Note 6 - Operating Lease (Tables)	12 Months Ended
	Dec. 31, 2019
Notes to Financial Statements
Operating lease ROU assets and operating lease liabilities	Operating lease ROU assets and operating lease liabilities are recorded on the consolidated balance sheet as follows: December 31, 2019 Operating Lease: Operating lease right-of-use assets, net $ 247,196 Current portion of operating lease liabilities 50,406 Operating lease liabilities, net of current portion 223,618
Schedule of Future Minimum Rental Payments for Operating Lease	The following table summarizes maturities of operating lease liabilities based on lease term as of December 31, 2019: 2020 $ 67,371 2021 69,393 2022 71,474 2023 73,619 2024 37,729 Total lease payments 319,586 Less: Imputed interest 45,562 Present value of lease liabilities $ 274,024
Schedule of future minimum payments due under the non-cancelable lease	At December 31, 2019, the Company had the following future minimum payments due under the non-cancelable lease: 2020 $ 67,371 2021 69,393 2022 71,474 2023 73,619 2024 37,729 Total minimum lease payments $ 319,586
Summary of cash paid and related right-of-use operating lease	The following table summarizes the cash paid and related right-of-use operating lease recognized for the year ended December 31, 2019. Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 27,387 Right-of-use lease assets obtained in the exchange for lease liabilities: Operating leases 11,238

Note 7 - Earnings (Loss) Per _2

Note 7 - Earnings (Loss) Per Common Share (Tables)	12 Months Ended
	Dec. 31, 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 years ended December 31, 2019 and 2018 as the result would be anti-dilutive. Years Ended December 31, 2019 2018 Stock options 48,854 — Stock warrants 1,065,251 138,997 Total shares excluded from calculation 1,114,105 138,997

Note 8 - Stock Based Compensa_2

Note 8 - Stock Based Compensation (Tables)	12 Months Ended
	Dec. 31, 2019
Disclosure Text Block [Abstract]
Schedule of stock option activities	Stock option activity during the years ended December 31, 2019 and 2018 follows: Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Options outstanding at December 31, 2017 — $ — — No option activity — — — Options outstanding at December 31, 2018 — — — Options granted 48,854 5.11 Options outstanding at December 31, 2019 48,854 $ 5.11 8.05
Schedule of stock options outstanding	Options outstanding at December 31, 2019 consist of: Date Issued Number Outstanding Number Exercisable Exercise Price Expiration Date August 5, 2019 44,854 44,854 $ 5.56 August 5, 2029 October 29, 2019 400 400 $ 0.01 March 24, 2020 October 29, 2019 3,600 3,600 $ 0.0725 June 6, 2027 Total 48,854 48,854
Schedule of Warrants, Activity	Warrant activity during the years ended December 31, 2019 and 2018 follows: Warrants Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Warrants outstanding at December 31, 2017 91,365 $ 0.44 1.58 Warrants granted 47,632 1.50 Warrants outstanding at December 31, 2018 138,997 $ 0.81 5.55 Warrants granted 1,065,251 6.04 Warrants cancelled (138,997 ) 0.81 Warrants outstanding at December 31, 2019 1,065,251 $ 6.04 5.17
Schedule of Outstanding Warrants	Warrants outstanding at December 31, 2019 consist of: Date Issued Number Outstanding Number Exercisable Exercise Price Expiration Date March 21, 2019 96,433 96,433 $ 6.67 December 31, 2024 April 30, 2019 3,598 3,598 $ 6.67 December 31, 2024 May 13, 2019 14,393 14,393 $ 6.67 December 31, 2024 May 28, 2019 199,703 199,703 $ 6.67 December 31, 2024 June 5, 2019 7,197 7,197 $ 6.67 December 31, 2024 June 25, 2019 208,361 208,361 $ 6.67 December 31, 2024 September 6, 2019 25,188 25,188 $ 6.67 December 31, 2024 October 29, 2019 1,500 1,500 $ 25.00 February 5, 2023 October 29, 2019 1,500 1,500 $ 25.00 April 27, 2023 November 15, 2019 39,000 39,000 $ 1.25 October 31, 2025 November 15, 2019 204,651 204,651 $ 5.56 October 31, 2025 November 19, 2019 260,312 260,312 $ 5.56 October 31, 2025 December 31, 2019 3,415 3,415 $ 5.56 October 31, 2025 Total 1,065,251 1,065,251

Note 9 - Convertible notes pa_2

Note 9 - Convertible notes payable (Tables)	12 Months Ended
	Dec. 31, 2019
Disclosure Text Block [Abstract]
Schedule of Convertible notes payable	Convertible notes payable consisted of the following at December 31, 2019 and 2018: 2019 2018 Notes payable convertible into CLNH common units at $.44 per unit; nominal interest rate of 5%; matured in March 2019 $ — $ 200,000 Notes payable convertible into CLNH common units at $.59 per unit; nominal interest rate of 12%; matured at various dates from August 2019 to August 2021; converted in May 2019 — 399,996 Notes payable convertible into Clinigence common shares at $5.56 per share; nominal interest rate of 10%; maturing in October 2020 2,016,723 — Notes payable convertible into Clinigence common shares at $1.25 per share; nominal interest rate of 10%; maturing in October 2020 95,337 — Total convertible notes payable 2,112,060 599,996 Current portion (2,112,060 ) (300,000 ) Total convertible notes payable, net $ — $ 299,996

Note 10 - Note Payable (Tables)

Note 10 - Note Payable (Tables)	12 Months Ended
	Dec. 31, 2019
Disclosure Text Block [Abstract]
Notes payable	Notes payable consisted of the following at December 31, 2019 and 2018: 2019 2018 Notes payable with maturities between six months and twelve months from the date of issuance with annual percentage interest rates between 24% and 31% $ 63,226 $ 63,448 Demand note payable issued to former officers of Qualmetrix, Inc. with an annual percentage interest rate of 8% 16,200 — Note payable issued in May 2013 with a maturity date of May 2023 and interest rate of Prime + 2% (6.75% and 7.5% at December 31, 2019 and 2018, respectively) — 267,137 Note payable issued in June 2017 with a maturity date of June 2022 and effective interest rate of 10.66% 287,507 449,194 Total notes payable 366,933 779,779 Current portion (366,933 ) (177,055 ) Total notes payable, net $ — $ 602,724

Note 12 - Income Taxes (Tables)

Note 12 - Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2019
Disclosure Text Block [Abstract]
Schedule of Effective Income Tax Rate Reconciliation	The reconciliation between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense (benefit) for the year ended December 31, 2019 is as follows: Statutory U.S. federal income tax rate 21.0 % Tax effect of expenses that are not deductible for income tax purposes (9.0 )% Change in Valuation Allowance (12.0 )% Effective tax rate 0.0 %
Schedule of deferred tax assets (liabilities)	At December 31, the significant components of the deferred tax assets (liabilities) are summarized below: 2019 2018 Deferred Tax Assets: Net Operating Losses $ 1,043,303 $ — Deferred Tax Liabilities — — Valuation Allowance (1,043,303 ) — Net deferred tax assets $ — $ —

Note 1 - Organization and Bas_3

Note 1 - Organization and Basis of Presentation (Details) - USD ($)	Dec. 31, 2019	Mar. 01, 2019	Dec. 31, 2018
Assets Acquired:
Goodwill	$ 3,471,508		$ 0
iGambit
Consideration:
Issuance of common stock	836,963
Net liabilities assumed	1,467,897
Total consideration	2,304,860
Assets Acquired:
Current assets	46,209
Property, equipment, and other non-current assets	1,593
Goodwill	2,257,058
Total assets acquired	$ 2,304,860
Qualmetrix
Consideration:
Issuance of common stock		$ 4,168,219
Net liabilities assumed		989,805
Total consideration		5,158,024
Assets Acquired:
Current assets		24,698
Property, equipment, and other non-current assets		7,818
Identifiable intangible assets		1,654,000
Goodwill		3,471,508
Total assets acquired		$ 5,158,024

Note 2 - Summary of Significa_4

Note 2 - Summary of Significant Accounting Policies (Details 1)	12 Months Ended
	Dec. 31, 2019
Computer hardware
Office equipment useful life	5 years
Computer software
Office equipment useful life	3 years
Development equipment
Office equipment useful life	5 years
Minimum | Office equipment and fixtures
Office equipment useful life	5 years
Maximum | Office equipment and fixtures
Office equipment useful life	7 years

Note 2 - Summary of Significa_5

Note 2 - Summary of Significant Accounting Policies (Details 2)	12 Months Ended
	Dec. 31, 2019
Customer Relationships [Member]
Intangible assets useful life	10 years
Developed Technology [Member]
Intangible assets useful life	13 years

Note 2 - Summary of Significa_6

Note 2 - Summary of Significant Accounting Policies (Details Narratives) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Disclosure Text Block [Abstract]
Advertising costs	$ 115,647	$ 0
Deferred revenue	$ 165,560	$ 0

Note 3 - Going Concern (Details

Note 3 - Going Concern (Details Narrative) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Disclosure Text Block [Abstract]
Accumulated deficit	$ (12,568,795)	$ (5,452,275)
Working capital deficit	$ (3,367,101)

Note 4 - Property and Equipme_3

Note 4 - Property and Equipment (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Disclosure Text Block [Abstract]
Office equipment and fixtures	$ 109,468	$ 13,327
Computer hardware	44,866	7,941
Computer software	16,121	0
Less: accumulated depreciation	87,102	13,656
Property, Plant and Equipment, Net	$ 83,353	$ 7,612

Note 4 - Property and Equipme_4

Note 4 - Property and Equipment (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Disclosure Text Block [Abstract]
Depreciation expense	$ 15,723	$ 522

Note 5 - Intangible Assets (Det

Note 5 - Intangible Assets (Details)	12 Months Ended
	Dec. 31, 2019USD ($)
Intangible Assets, Gross	$ 1,654,000
Less: Accumulated amortization	(118,026)
Intangible Assets, Net	1,535,974
Customer Relationships [Member]
Intangible Assets, Gross	624,000
Less: Accumulated amortization	(52,000)
Intangible Assets, Net	$ 572,000
Intangible assets useful life	10 years
Developed Technology [Member]
Intangible Assets, Gross	$ 1,030,000
Less: Accumulated amortization	(66,026)
Intangible Assets, Net	$ 963,974
Intangible assets useful life	13 years

Note 5 - Intangible Assets (D_2

Note 5 - Intangible Assets (Details Narrative)	12 Months Ended
	Dec. 31, 2019USD ($)
Disclosure Text Block [Abstract]
Amortization expense	$ 118,026

Note 6 - Operating Lease (Detai

Note 6 - Operating Lease (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Operating Lease:
Operating lease right-of-use assets, net	$ 247,196	$ 0
Current portion of operating lease liabilities	50,406	0
Operating lease liabilities, net of current portion	$ 223,618	$ 0

Note 6 - Operating Lease (Det_2

Note 6 - Operating Lease (Details 1)	Dec. 31, 2019USD ($)
Notes to Financial Statements
2020	$ 67,371
2021	69,393
2022	71,474
2023	73,619
2024	37,729
Total lease payments	319,586
Less: Imputed interest	45,562
Present value of lease liabilities	$ 274,024

Note 6 - Operating Lease (Det_3

Note 6 - Operating Lease (Details 2)	Dec. 31, 2019USD ($)
Notes to Financial Statements
2020	$ 67,371
2021	69,393
2022	71,474
2023	73,619
2024	37,729
Total minimum lease payments	$ 319,586

Note 6 - Operating Lease (Det_4

Note 6 - Operating Lease (Details 3)	12 Months Ended
	Dec. 31, 2019USD ($)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 27,387
Right-of-use lease assets obtained in the exchange for lease liabilities:
Operating leases	$ 11,238

Note 6 - Operating Lease (Det_5

Note 6 - Operating Lease (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Notes to Financial Statements
Rental expense	$ 126,944	$ 65,000
Operating Lease, Weighted Average Remaining Lease Term	4 years 6 months
Operating Lease, Weighted Average Discount Rate, Percent	6.75%

Note 7 - Earnings (Loss) Per _3

Note 7 - Earnings (Loss) Per Common Share (Details) - shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Total shares excluded from calculation	1,114,105	138,997
Options
Total shares excluded from calculation	48,854	0
Warrant
Total shares excluded from calculation	1,065,251	138,997

Note 8 - Stock Based Compensa_3

Note 8 - Stock Based Compensation (Details) - $ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Disclosure Text Block [Abstract]
Options, Outstanding, Beginning Balance	0	0
Options, Outstanding, Beginning Balance, Weighted Average Exercise Price	$ 0	$ 0
Options, Granted	48,854	0
Options, Granted, Weighted Average Exercise Price	$ 5.11	$ .00
Options, Outstanding, Ending Balance	48,854	0
Options, Outstanding, Ending Balance, Weighted Average Exercise Price	$ 5.11	$ 0
Options, Outstanding, Ending Weighted Average Remaining Contractual Term	8 years 18 days

Note 8 - Stock Based Compensa_4

Note 8 - Stock Based Compensation (Details 1) - $ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Number of Outstanding	48,854	0	0
Number Exercisable	48,854
Exercise price	$ 5.11	$ 0	$ 0
Options One
Issued Date	Aug. 5, 2019
Number of Outstanding	44,854
Number Exercisable	44,854
Exercise price	$ 5.56
Options outstanding Expiration Date	Aug. 5, 2029
Options Two
Issued Date	Oct. 29, 2019
Number of Outstanding	400
Number Exercisable	400
Exercise price	$ 0.01
Options outstanding Expiration Date	Mar. 24, 2020
Options Three
Issued Date	Oct. 29, 2019
Number of Outstanding	3,600
Number Exercisable	3,600
Exercise price	$ 0.0725
Options outstanding Expiration Date	Jun. 6, 2027

Note 8 - Stock Based Compensa_5

Note 8 - Stock Based Compensation (Details 2) - $ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Text Block [Abstract]
Warrants, Outstanding, Beginning Balance	138,997	91,365
Warrants, Outstanding, Beginning Balance, Weighted Average Exercise Price	$ 0.81	$ 0.44
Warrants, Outstanding, Beginning Balance, Weighted Average Remaining Contractual Life	5 years 6 months 18 days	1 year 6 months 29 days
Warrants, Granted	1,065,251	47,632
Warrants, Granted, Weighted Average Exercise Price	$ 6.04	$ 1.5
Warrant expired	(138,997)
Warrant expired, Weighted Average Exercise Price	$ 0.81
Warrants, Outstanding, Ending Balance	1,065,251	138,997
Warrants, Outstanding, Ending Balance, Weighted Average Exercise Price	$ 6.04	$ 0.81
Warrants, Outstanding, Beginning Balance, Weighted Average Remaining Contractual Life	5 years 2 months 1 day	5 years 6 months 18 days

Note 8 - Stock Based Compensa_6

Note 8 - Stock Based Compensation (Details 3)	12 Months Ended
	Dec. 31, 2019$ / sharesshares
Number of Outstanding	1,065,251
Number Exercisable	1,065,251
Warrants One
Issued Date	Mar. 21, 2019
Number of Outstanding	96,433
Number Exercisable	96,433
Exercise price | $ / shares	$ 6.67
Expiration Date	December 31, 2024
Warrants Two
Issued Date	Apr. 30, 2019
Number of Outstanding	3,598
Number Exercisable	3,598
Exercise price | $ / shares	$ 6.67
Expiration Date	December 31, 2024
Warrants Three
Issued Date	May 13, 2019
Number of Outstanding	14,393
Number Exercisable	14,393
Exercise price | $ / shares	$ 6.67
Expiration Date	December 31, 2024
Warrants Four
Issued Date	May 28, 2019
Number of Outstanding	199,703
Number Exercisable	199,703
Exercise price | $ / shares	$ 6.67
Expiration Date	December 31, 2024
Warrants Five
Issued Date	Jun. 5, 2019
Number of Outstanding	7,197
Number Exercisable	7,197
Exercise price | $ / shares	$ 6.67
Expiration Date	December 31, 2024
Warrants Six
Issued Date	Jun. 25, 2019
Number of Outstanding	208,361
Number Exercisable	208,361
Exercise price | $ / shares	$ 6.67
Expiration Date	December 31, 2024
Warrants Seven
Issued Date	Sep. 6, 2019
Number of Outstanding	25,188
Number Exercisable	25,188
Exercise price | $ / shares	$ 6.67
Expiration Date	December 31, 2024
Warrants Eight
Issued Date	Oct. 29, 2019
Number of Outstanding	1,500
Number Exercisable	1,500
Exercise price | $ / shares	$ 25
Expiration Date	February 5, 2023
Warrants Nine
Issued Date	Oct. 29, 2019
Number of Outstanding	1,500
Number Exercisable	1,500
Exercise price | $ / shares	$ 25
Expiration Date	April 27, 2023
Warrants Ten
Issued Date	Nov. 15, 2019
Number of Outstanding	39,000
Number Exercisable	39,000
Exercise price | $ / shares	$ 1.25
Expiration Date	October 31, 2025
Warrants Eleven
Issued Date	Nov. 15, 2019
Number of Outstanding	204,361
Number Exercisable	204,361
Exercise price | $ / shares	$ 5.56
Expiration Date	October 31, 2025
Warrants Twelve
Issued Date	Nov. 19, 2019
Number of Outstanding	260,312
Number Exercisable	260,312
Exercise price | $ / shares	$ 5.56
Expiration Date	October 31, 2025
Warrants Thirteen
Issued Date	Dec. 31, 2019
Number of Outstanding	3,415
Number Exercisable	3,415
Exercise price | $ / shares	$ 5.56
Expiration Date	October 31, 2025

Note 9 - Convertible Debt (Deta

Note 9 - Convertible Debt (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Total convertible notes payable	$ 2,112,060	$ 599,996
Current portion	(2,112,060)	(300,000)
Total convertible notes payable, net	0	299,996
Convertible Notes Payables 1
Total convertible notes payable	0	200,000
Convertible Notes Payables 2
Total convertible notes payable	0	399,996
Convertible Notes Payables 3
Total convertible notes payable	2,016,723	0
Convertible Notes Payables 4
Total convertible notes payable	$ 95,337	$ 0

Note 9 - Convertible Debt (De_2

Note 9 - Convertible Debt (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Interest expense on the convertible notes	$ 631,287	$ 338,878
Maturity date	Mar. 31, 2017
Loss on extinguishment debt	$ (130,140)	0
Payment of convertible note payable	737,259	$ 156,726
Individuals
Debt Conversion, Converted Instrument, Amount	2,345,375		$ 75,000	$ 75,000
Convertible note	328,652		$ 2,163	$ 2,163
Convertible Debt
Debt Conversion, Converted Instrument, Amount	$ 399,996
Debt Conversion, Converted Instrument, Shares Issued	143,642
Net carrying amount	$ 399,996
Loss on extinguishment debt	130,140
Payment of convertible note payable	$ 200,000

Note 10 - Note Payable (Details

Note 10 - Note Payable (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Total notes payable	$ 366,933	$ 779,779
Current portion	(366,933)	(177,055)
Total notes payable, net	0	602,724
Notes Payables 1
Total notes payable	63,226
Notes Payables 2
Total notes payable	16,200	0
Notes Payables 3
Total notes payable	0	267,137
Notes Payables 4
Total notes payable	$ 287,507	449,194
Notes Payables1
Total notes payable		$ 63,448

Note 10 - Note Payable (Detai_2

Note 10 - Note Payable (Details Narratives) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Notes payable	$ 366,933	$ 177,055
Working capital proceeds for revenue loan investment	500,000
Short-term notes
Short-term notes	63,226	63,226
Periodic payments	$ 8,200
Short-term notes | Minimum
Interest rate	24.00%
Short-term notes | Maximum
Interest rate	31.00%
Demand Notes
Short-term notes	$ 100,000
Periodic payments	195,789
Notes payable	16,200
Accrued interest	$ 1,200
Note Agreement
Interest rate	0.75%
Notes payable	$ 0	$ 267,137
Working capital proceeds	$ 500,000

Note 11 - Stock Transactions (D

Note 11 - Stock Transactions (Details Narrative) - USD ($)	Mar. 01, 2019	Dec. 31, 2019	Dec. 31, 2018
Common stock, par value		$ 0.001	$ 0.001
Common stock, shares authorized		800,000,000	800,000,000
Reverse stock split		1-for-500
Common stock issued for services, value		$ 450,054
Proceeds from common stock sold		$ 4,112,500	$ 0
Investor
Common Stock Issued for services			80,961
Common stock issued for services, value			$ 450,000
Share price per share			$ 5.56
Sale of common stock, Shares		739,891
Proceeds from common stock sold		$ 4,112,500
Sale of Stock price per share		$ 5.56
Qualmetrix
Common Stock Issued for services	212,522
Common stock issued for services, value	$ 308,157
Share price per share	$ 3.71
Common Stock Issued for acquisition	1,124,594
iGambit
Share price per share		$ 1.05
Common Stock Issued for acquisition		797,108
Convertible Debt
Debt Conversion, Converted Instrument, Amount		$ 399,996
Debt Conversion, Converted Instrument, Shares Issued		143,642

Note 12 - Income Taxes (Details

Note 12 - Income Taxes (Details)	12 Months Ended
	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Statutory U.S. federal income tax rate	(21.00%)
Tax effect of expenses that are not deductible for income tax purposes	(9.00%)
Change in Valuation Allowance	(12.00%)
Effective tax rate	0.00%

Note 12 - Income Taxes (Detai_2

Note 12 - Income Taxes (Details 1) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Deferred tax asset
Net Operating Losses	$ 1,043,303	$ 0
Total deferred tax liabilities	0	0
Valuation Allowance	(1,043,303)	0
Net deferred tax asset	$ 0	$ 0

Note 12 - Income Taxes (Detai_3

Note 12 - Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
U.S. corporate income tax rate	21.00%
Tax provision	$ 0	$ 0

Note 13 - Concentrations and _2

Note 13 - Concentrations and Credit Risk (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
FDIC		$ 250,000
Sales [Member] | First Customers [Member]
Concentration percentage	19.00%	20.00%
Sales [Member] | Customers two [Member]
Concentration percentage	12.00%	16.00%
Sales [Member] | Customers Three[Member]
Concentration percentage		14.00%

Note 14 - Related Party Trans_2

Note 14 - Related Party Transactions (Details Narratives) - USD ($)	1 Months Ended	3 Months Ended	12 Months Ended
	Nov. 30, 2019	Mar. 31, 2019	Dec. 31, 2019	Dec. 31, 2018
Due to related parties			$ 128,477	$ 0
Proceeds from convertible debt			404,997
Common stock issued for services, Value			$ 450,054
Warren Hosseinion
Payment for equity investment		$ 300,000
Warrant issued for equity private placement memorandum		21,590
Mark Fawcett
Payment for equity investment		$ 50,000
Warrant issued for equity private placement memorandum		3,598
John Waters
Warrant issued for convertible debt offering	24,245
Proceeds from warrants	$ 132,500
Lawrence Schimmel
Warrant issued for convertible debt offering	3,415
Proceeds from warrants	$ 30,375
Qualmetrix
Common stock issued for services, Value				90,000
Loan				$ 116,964

Note 15 - Commitments and Con_2

Note 15 - Commitments and Contingencies (Details Narratives)	12 Months Ended
	Dec. 31, 2019USD ($)
Base Salary	$ 75,000
Jacob Margolin
Base Salary	180,000
Lawrence Schimmel
Base Salary	180,000
Elisa Luqman
Base Salary	$ 150,000

Note 16 - Subsequent Events (De

Note 16 - Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($)	1 Months Ended	3 Months Ended
	Apr. 21, 2020	Mar. 31, 2020
Option issued for services, Shares		628,678
Proceeds from loan	$ 333,125
Directors and officers [Member]
Option issued for services, Shares		446,674