Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 29, 2020 | |
Document and Entity Information: | ||
Entity Registrant Name | Clinigence Holdings, Inc. | |
Document Type | 10-Q/A | |
Document Period End Date | Jun. 30, 2020 | |
Amendment Flag | false | |
Entity Central Index Key | 0001479681 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 5,274,186 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State Country Code | DE | |
File Number | 000-55462 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 63,622 | $ 1,065,434 |
Accounts receivable | 126,084 | 100,183 |
Inventory | 0 | 26,988 |
Prepaid expenses and other current assets | 175,288 | 50,747 |
Total current assets | 364,994 | 1,243,352 |
Long-term assets | ||
Property and equipment, net | 73,143 | 83,353 |
Right of use asset, net | 223,576 | 247,196 |
Investment in AHA | 6,402,278 | 0 |
Intangilbe assets, net | 0 | 1,535,974 |
Goodwill | 0 | 3,471,508 |
Deposits and other assets | 11,231 | 11,121 |
Restricted cash | 100,000 | 100,000 |
Total assets | 7,175,222 | 6,692,504 |
Current liabilities | ||
Accounts payable and accrued expenses | 585,799 | 1,752,659 |
Accrued interest on notes payable | 57,831 | 34,358 |
Due to related parties | 0 | 128,477 |
Lease liability - current | 53,151 | 50,406 |
Deferred revenue | 35,412 | 165,560 |
Current portion of convertible notes payable | 0 | 2,112,060 |
Current portion of notes payable | 332,300 | 366,933 |
Total current liabilities | 1,064,493 | 4,610,453 |
Long-term liabilities | ||
Notes payable | 150,000 | 0 |
Lease liability - long term | 196,260 | 223,618 |
Total liabilities | 1,410,753 | 4,834,071 |
Stockholders' equity | ||
Preferred stock, $.001 par value; authorized - 100,000,000 shares; issued and outstanding - 0 shares in 2020 and 2019, respectively | 0 | 0 |
Common stock, $.001 par value; authorized - 800,000,000 shares; 4,874,999 and 4,649,179 shares issued and 4,854,999 and 4,649,179 shares outstanding as of June 30, 2020 and December 31, 2019, respectively | 4,875 | 4,649 |
Additional paid-in capital | 16,689,042 | 14,422,579 |
Accumulated deficit | (10,928,278) | (12,568,795) |
Total Stockholders equity including treasury stock | $ 5,765,639 | $ 1,858,433 |
Less: Treasury stock; 1,000 shares, at cost | (1,170) | 0 |
Total stockholders' equity | $ 5,764,469 | $ 1,858,433 |
Total liabilities and stockholders' equity | $ 7,175,222 | $ 6,692,504 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
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 | 4,874,999 | 4,854,999 |
Common stock, shares outstanding | 4,629,179 | 4,649,179 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Sales | $ 378,588 | $ 445,279 | $ 844,218 | $ 657,414 |
Cost of Sales | 264,859 | 327,056 | 463,987 | 495,509 |
Gross profit | 113,729 | 118,223 | 380,231 | 161,905 |
Operating Expenses | ||||
Research and development | 314,255 | 282,462 | 429,134 | 463,710 |
Sales and marketing | 52,668 | 94,689 | 173,848 | 161,552 |
General and Administrative Expense | 1,341,701 | 1,179,503 | 2,177,753 | 1,900,985 |
Amortization | 87,726 | 47,211 | 222,032 | 47,211 |
Total operating expenses | 1,796,350 | 1,603,865 | 3,002,767 | 2,573,458 |
Loss from operations | (1,682,621) | (1,485,642) | (2,622,536) | (2,411,553) |
Other income (expenses) | ||||
Loss on sale of subsidiary | 0 | 0 | (157,574) | 0 |
Gain on sale of assets | 4,862,948 | 0 | 4,862,948 | |
Loss on extinguishment of debt | (167,797) | (130,140) | (167,797) | (130,140) |
Interest Expense | (249,283) | (14,774) | (314,276) | (57,024) |
Total other income (expenses) | 4,445,868 | (144,914) | 4,223,301 | (187,164) |
Income (loss) from continuing operations | 2,763,247 | (1,630,556) | 1,600,765 | (2,598,717) |
Income from discontinued operations (including gain on disposal of $142,027 for the six months ended June 30, 2020) | 0 | 0 | 39,752 | 0 |
Net income (loss) | $ 2,763,247 | $ (1,630,556) | $ 1,640,517 | $ (2,598,717) |
Basic and fully diluted income (loss) per common share: | ||||
Continuing operations | $ 0.59 | $ (.44) | $ 0.34 | $ (.83) |
Discontinued operations | 0 | 0 | 0.01 | 0 |
Net income (loss) per common share | $ 0.59 | $ (.44) | $ 0.35 | $ (.83) |
Weighted average common shares outstanding - basic and fully diluted | 4,651,661 | 3,733,206 | 4,650,420 | 3,132,936 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Discontinued Operations [Member] | |
Gain on disposal of HealthDatix | $ 142,027 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) | Common Stock | Paid-In Capital | Accumulated Deficit | Treasury Stock | Total |
Stockholders' Equity, beginning of period, Value at Dec. 31, 2018 | $ 1,775 | $ 3,953,147 | $ (5,452,275) | $ (1,497,353) | |
Stockholders' Equity, beginning of period, Shares at Dec. 31, 2018 | 1,775,064 | ||||
Common stock issued for cash, Value | $ 479 | 2,664,521 | 2,665,000 | ||
Common stock issued for cash, Shares | 479,468 | ||||
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 | ||||
Net Income (loss) | (968,161) | (968,161) | |||
Stockholders' Equity, end of period, Value at Mar. 31, 2019 | $ 3,591 | 11,234,604 | (6,420,436) | 4,817,759 | |
Stockholders' Equity, end of period, Shares at Mar. 31, 2019 | 3,591,648 | ||||
Common stock issued for cash, Value | $ 234 | 1,299,766 | 1,300,000 | ||
Common stock issued for cash, Shares | 233,886 | ||||
Common shares cancelled, Value | $ (144) | 144 | |||
Common shares cancelled, Shares | (143,642) | ||||
Notes payable converted to common stock, Value | $ 144 | 530,248 | 530,392 | ||
Notes payable converted to common stock, Shares | 143,642 | ||||
Net Income (loss) | (1,630,556) | (1,630,556) | |||
Stockholders' Equity, end of period, Value at Jun. 30, 2019 | $ 3,825 | 13,064,762 | (8,050,992) | 5,017,595 | |
Stockholders' Equity, end of period, Shares at Jun. 30, 2019 | 3,825,534 | ||||
Stockholders' Equity, beginning of period, Value at Dec. 31, 2019 | $ 4,649 | 14,422,579 | (12,568,795) | 1,858,433 | |
Stockholders' Equity, beginning of period, Shares at Dec. 31, 2019 | 4,649,179 | ||||
Options issued for services | 848,778 | 848,778 | |||
Purchase of treasury stock | (1,170) | (1,170) | |||
Net Income (loss) | (1,122,730) | (1,122,730) | |||
Stockholders' Equity, end of period, Value at Mar. 31, 2020 | $ 4,649 | 15,271,357 | (13,691,525) | (1,170) | 1,583,311 |
Stockholders' Equity, end of period, Shares at Mar. 31, 2020 | 4,649,179 | ||||
Options issued for services | 1,056,599 | 1,056,599 | |||
Common stock issued for services, Value | $ 226 | 361,086 | 361,312 | ||
Common stock issued for services, Shares | 225,820 | ||||
Net Income (loss) | 2,763,247 | 2,763,247 | |||
Stockholders' Equity, end of period, Value at Jun. 30, 2020 | $ 4,875 | $ 16,689,042 | $ (10,928,278) | $ (1,170) | $ 5,764,469 |
Stockholders' Equity, end of period, Shares at Jun. 30, 2020 | 4,874,999 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 1,640,517 | $ (2,598,717) |
(Income) loss from discontinued operations | (39,752) | 0 |
Net income (loss) from continuing operations | 1,600,765 | (2,598,717) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 9,081 | 5,356 |
Amortization | 82,633 | 58,315 |
Non cash interest expense | 474,344 | 0 |
Gain on sale of assets | (4,862,948) | |
Loss on extinguishment of debt | 167,797 | 130,140 |
Stock-based compensation expense | 2,266,689 | 541,934 |
Changes in operating assets and liabilities: | ||
Accounts Receivable | (35,901) | (96,803) |
Prepaid expenses and other current assets | (128,913) | 48,876 |
Deposits and other assets | (410) | 0 |
Accounts payable and accrued expenses | (758,100) | 49,620 |
Accrued interest on notes payable | (27,335) | 0 |
Lease liability | (24,613) | 0 |
Deferred revenue | (130,148) | 172,682 |
Net cash used in continuing operating activities | (1,367,059) | (1,688,597) |
Net cash provided by discontinued operating activities | 0 | 0 |
NET CASH USED IN OPERATING ACTIVITIES | (1,367,059) | (1,688,597) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash acquired in Qualmetrix, Inc. | 0 | 22,918 |
Purchases of property and equipment | 0 | (84,220) |
Net cash used in continuing investing activities | 0 | (61,302) |
Net cash used in discontinued investing activities | (2,656) | 0 |
NET CASH PROVIDED BY INVESTING ACTIVITIES | (2,656) | (61,302) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock | 0 | 3,687,450 |
Payments on note receivable - related party | 0 | (393,093) |
Proceeds from notes payable | 461,125 | 0 |
Payments on notes payable | (92,052) | (636,033) |
Payments on convertible notes payable | 0 | (200,000) |
Net cash provided by continuing financing activities | 369,073 | 2,458,324 |
Net cash used in discontinued financing activities | (1,170) | 0 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 367,903 | 2,458,324 |
NET INCREASE (DECREASE) IN CASH | (1,001,812) | 708,425 |
CASH - BEGINNING OF YEAR | 1,065,434 | 119,267 |
CASH - END OF YEAR | 63,622 | 827,692 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid during the period for Interest | 9,130 | 45,920 |
Non-cash investing and financing activities: | ||
Treasury stock acquired in sale of discontinued operations | 1,170 | 0 |
Investment in AHA in exchange of assets sold and liabilities assumed | 6,402,278 | 0 |
Common stock issued for acquisition of Qualmetrix, Inc. | 0 | 937,395 |
Common stock issued for convertible debt | $ 0 | $ 89,956 |
Note 1 - Organization and Basis
Note 1 - Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 2020 | |
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. Interim Financial Statements The following (a) condensed consolidated balance sheet as of December 31, 2019, which has been derived from audited financial statements, and (b) the unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2020 are not necessarily indicative of results that may be expected for the year ending December 31, 2020. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on May 14, 2020. Sale of Intellectual Property On May 27, 2020, Clinigence Holdings Inc. entered into an Intellectual Property Asset Purchase Agreement (the “IP APA Agreement”) by and among Clinigence Health, Inc., a Delaware corporation (“Clinigence Health” or “Seller”), Clinigence Holdings, Inc., a Delaware corporation (“CLNH” or “Shareholder”), AHA Analytics, Inc., a Delaware corporation (“Purchaser”) and Accountable Healthcare America Inc., a Delaware corporation (“AHA”). The transactions contemplated by the IP APA Agreement were consummated on May 29, 2020 (the “Closing”). The IP APA Agreement provided for the sale of certain intellectual property and rights, including but not limited to copyrights, patents, pending patents, and continuation in part, (the “Transferred Assets”) to Purchaser from the Seller, h ereafter referred to as the “Asset Sale.” Subject to the provisions of the IP APA Agreement, the Asset Sale provided for an aggregate purchase price (“Purchase Price”) to Seller and Shareholder equal to the sum of the Series E Preferred Stock, (the “ The Preferred Stock shall have an initial stated value of $15,000,000 in the aggregate, unless there is an adjustment to the Stated Value, as mentioned below. The Stated Value, however, shall be reduced by the Assumed Liabilities as set forth herein which includes the Hold Back amount as set forth in Article 9 of the IP APA Agreement, and shall automatically convert upon either of the following events: (1) Immediately before (A) the Purchaser’s consummation of a merger with or an acquisition by a Publicly Traded Company listed on NASDAQ all of the Preferred Shares shall be automatically converted into shares of Common Stock of Purchaser or (B) upon Purchaser’s consummation of the Merger into Common Shares of the Publicly Traded Company (“Pubco Shares”) equal to the Stated Value (as may be adjusted in accordance with the terms of the Certificate of Designation), which Pubco Shares shall be valued at the Fair Market Value of those shares; (2) After two hundred and forty (240) days from the date of Closing, if the merger with or an acquisition by a Publicly Traded Company has not occurred, the Preferred Stock shall automatically convert into 3,750,000 of Common Shares of Stock of the Purchaser, based upon a $4 per share valuation on the date of Conversion. The investment in AHA was recorded at $6,402,278 based on 1,252,892 shares outstanding at a fair value of $5.11 per share from a fair market value opinion on the Preferred Stock outstanding on the Closing date. The Assumed Liabilities consist of the following: Convertible notes payable $ 2,442,875 Related party loan payable 128,477 Note payable - Jerrold Young 15,000 Note payable - Lighter Capital 489,770 Accounts payable 323,563 Accrued interest on notes payable 9,454 $ 3,409,139 The initial Stated Value of $15,000,000 (less the Assumed Liabilities) in the aggregate upon the Purchaser’s consummation of a merger with or an acquisition by a Publicly Traded Company listed on NASDAQ (the “ Merger ”) Valuation” Gain on sale of assets reported in the statements of operations consists of the following: Investment in AHA Series E Preferred Stock $ 6,402,278 Assumed liabilities 3,409,139 Less assets sold: Intangible assets (1,476,981 ) Goodwill (3,471,508 ) Gain on sale of assets $ 4,862,928 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 - Discontinued Operation
Note 2 - Discontinued Operations | 6 Months Ended |
Jun. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Note 2 - Discontinued Operations | Note 2 – Discontinued Operations Sale of Business 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, and remittance of 1,000 shares of Clinigence common stock previously issued to HDX Management. As per the Purchase Agreement, the Company’s operations of HDX FL ended February 29, 2020 and HDX Management’s operation of the business is effective as of March 1, 2020. The components of income from discontinued operations presented in the consolidated statements of operations for the six months ended June 30, 2020 are presented as follows: Sales $ 5,958 Cost of sales (6,795 ) General and administrative expenses (101,100 ) Depreciation and amortization (75 ) Interest expense (263 ) Loss from operations (102,275 ) Gain on disposal of HealthDatix 142,027 Income from discontinued operations $ 39,752 |
Note 3 - Summary of Significant
Note 3 - Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Note 3 - Summary of Significant Accounting Policies | Note 3 – 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., 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 $33,791 and $26,217 were charged to operations for the six months ended June 30, 2020 and 2019, respectively. Advertising costs of $7,002 and $22,467 were charged to operations for the three months ended June 30, 2020 and 2019, 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 June 30, 2020 and December 31, 2019. 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 $35,412 and $165,560 as of June 30, 2020 and December 31, 2019, 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 4 - Going Concern
Note 4 - Going Concern | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Note 4 -Going Concern | Note 4 – 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 $10,928,278, and a working capital deficit of $699,499 at June 30, 2020. 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. 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. 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 5 - Property and Equipment
Note 5 - Property and Equipment | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Note 5 - Property and Equipment | Note 5 – Property and Equipment Property and equipment are carried at cost and consist of the following at June 30, 2020 and December 31, 2019: 2020 2019 Office equipment and fixtures $ 109,468 $ 109,468 Computer hardware 41,066 44,866 Computer software 16,121 16,121 Less: Accumulated depreciation 93,512 87,102 $ 73,143 $ 83,353 Depreciation expense of $9,081 and $5,356 was charged to operations for the six months ended June 30, 2020 and 2019, respectively. |
Note 6 - Investment in AHA
Note 6 - Investment in AHA | 6 Months Ended |
Jun. 30, 2020 | |
Note 6 - Investment In Aha | |
Note 6 - Investment in AHA | Note 6 – Investment in AHA The Company recorded an investment in Accountable Healthcare America, Inc. (“AHA”) of $6,402,278, at cost at June 30, 2020 in exchange for 1,252,892 shares of AHA’s Series E Convertible Preferred Stock in connection with the Asset Purchase Agreement, discussed in Note 1. AHA is authorized to issue up to 50,000,000 shares of preferred stock with a par value of $.001 per share in one or more series. The Series E Preferred Stock is convertible into common stock of AHA immediately before or upon AHA’s merger with or an acquisition by a publicly traded company listed on NASDAQ. |
Note 7 - Intangible Assets
Note 7 - Intangible Assets | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Note 7 - Intangible Assets | Note 7 – Intangible Assets The following tables provide detail associated with the Company’s acquired identifiable intangible assets: As of December 31, 2019 Gross Carrying Accumulated Net Carrying Weighted 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 six months ended June 30, 2020 $ 59,013 In connection with the sale of intellectual property as discussed in Note 1, the Company sold its intangible assets of $1,476,961, net of accumulated amortization of $177,039 to AHA pursuant to the Asset Purchase Agreement on May 29, 2020. |
Note 8 - Operating Lease
Note 8 - Operating Lease | 6 Months Ended |
Jun. 30, 2020 | |
Leases, Operating [Abstract] | |
Note 8 - Operating Lease | Note 8 – 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: June 30, 2020 Operating Lease: Operating lease right-of-use assets, net $ 223,576 Current portion of operating lease liabilities 53,151 Operating lease liabilities, net of current portion 196,260 As of June 30, 2020, the weighted-average remaining lease term of the operating lease was 4.0 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 June 30, 2020: 2020 $ 33,850 2021 69,393 2022 71,474 2023 73,619 2024 37,729 Total lease payments 286,065 Less: Imputed interest 36,654 Present value of lease liabilities $ 249,411 At June 30, 2020, the Company had the following future minimum payments due under the non-cancelable lease: 2020 $ 33,850 2021 69,393 2022 71,474 2023 73,619 2024 37,729 Total minimum lease payments $ 286,065 Consolidated rental expense from continuing operations for all operating leases was $49,617 and $44,177 for the six months ended June 30, 2020 and 2019, respectively. Rental expense from discontinued operations for all operating leases was $2,519 for the six months ended June 30, 2020. The following table summarizes the cash paid and related right-of-use operating lease recognized for the six months ended June 30, 2020. Six Months Ended June 30, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 33,521 Right-of-use lease assets obtained in the exchange for lease liabilities: Operating leases 24,613 |
Note 9 - Earnings (Loss) Per Co
Note 9 - Earnings (Loss) Per Common Share | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Note 9 - Earnings (Loss) Per Common Share | Note 9 - Earnings (Loss) Per Common Share The Company calculates net income (loss) per common share in accordance with ASC 260 “ Earnings Per Share Six Months Ended June 30, 2020 2019 Stock options 1,174,814 — Stock warrants 557,873 529,685 Total shares excluded from calculation 1,732,687 529,685 |
Note 10 - Stock Based Compensat
Note 10 - Stock Based Compensation | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Note 10 - Stock Based Compensation | Note 10 – 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 six months ended June 30, 2020 and 2019 follows: Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Options outstanding at December 31, 2018 — — — No option activity — — Options outstanding at June 30, 2019 — — — Options outstanding at December 31, 2019 48,854 5.11 8.05 Options granted 1,130,734 1.49 Options expired (400 ) 0.01 Options cancelled (4,374 ) 5.56 Options outstanding at June 30, 2020 1,174,814 1.61 8.61 Options outstanding at June 30, 2020 consist of: Date Issued Number Outstanding Number Exercisable Exercise Price Expiration Date August 5, 2019 40,480 40,480 $ 5.56 August 5, 2029 October 29, 2019 3,600 3,600 $ 0.0725 June 6, 2027 January 27, 2020 307,884 307,884 $ 1.50 January 27, 2030 January 27, 2020 225,000 225,000 $ 1.50 January 27, 2027 February 29, 2020 95,794 95,794 $ 1.25 February 28, 2030 May 11, 2020 380,000 380,000 $ 1.50 May 11, 2027 June 30, 2020 122,056 122,056 $ 1.45 June 30, 2030 Total 1,174,814 1,174,814 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 six months ended June 30, 2020 and 2019 follows: Warrants Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Warrants outstanding at December 31, 2018 138,997 $ 0.81 5.55 Warrants granted 529,685 6.67 Warrants cancelled (138,997 ) 0.81 Warrants outstanding at June 30, 2019 529,685 $ 6.67 4.76 Warrants outstanding at December 31, 2019 1,065,251 $ 6.04 Warrants canceled (507,378 ) — Warrants outstanding at June 30, 2020 557,873 $ 6.77 4.29 Warrants outstanding at June 30, 2020 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 Total 557,873 557,873 |
Note 11 - Convertible Notes Pay
Note 11 - Convertible Notes Payable | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Note 11 - Convertible Notes Payable | Convertible notes payable consisted of the following at June 30, 2020 and December 31, 2019: 2020 2019 Notes payable convertible into Clinigence common shares at $5.56 per share; bearing interest at a rate of 10%; net of debt discount of $166,697 and $328,652, respectively; maturing in October 2020 $ — $ 2,016,723 Notes payable convertible into Clinigence common shares at $1.25 per share; bearing interest at a rate of 10%; net of debt discount of $1,100 and $2,163, respectively; maturing in October 2020 — 95,337 Total convertible notes payable — 2,112,060 Current portion — (2,112,060 ) Total convertible notes payable, net $ — $ — |
Note 12 - Note Payable
Note 12 - Note Payable | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Note 12 - Note Payable | Note 12 – Notes Payable Notes payable consisted of the following at June 30, 2020 and December 31, 2019: 2020 2019 Notes payable with maturities between six months and twelve months from the date of issuance with annual percentage interest rates between 24% and 31% $ 21,175 $ 63,226 SBA Paycheck Protection Program note payable issued in April 2020 with a maturity date of October 2022 and interest rate of 1% 311,125 — SBA Economic Injury Disaster Loan note payable issued in May 2020 with a maturity date of May 2051 and interest rate of 3.75% 150,000 — Demand note payable issued to former officers of Qualmetrix, Inc. with an annual percentage interest rate of 8% — 16,200 Note payable issued in June 2017 with a maturity date of June 2022 and effective interest rate of 10.66% — 287,507 Total notes payable 482,300 366,933 Current portion (332,300 ) (366,933 ) Total notes payable, net $ 150,000 $ — 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 six months ended June 30, 2020 the Company made average monthly principal and interest payments approximating $8,200 per month. The outstanding balance on the short-term notes at June 30, 2020 and December 31, 2019 was $21,175 and $63,226, 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 $0 and $16,200 at June 30, 2020 and December 31, 2019, respectively and includes accrued interest of $1,200. 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 May 29, 2020 the Company has paid its monthly principal and interest payments based on the Tier 1 net cash receipts. The principal balances of the Revenue Loan of $489,770, consisting of default interest recorded of $252,263 and net of a $50,000 principal payment and the demand note payable of $15,000 and accrued interest of $1,600 were included in the Assumed Liabilities of the AHA Asset Purchase Agreement, as discussed in Note 1. On May 22, 2020, the Company received loan proceeds of $150,000 pursuant to the U.S. Small Business Administration (“SBA”) COVID-19 Economic Injury Disaster Loan 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 24 weeks of receipt. |
Note 13 - Stock Transactions
Note 13 - Stock Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Note 13 - Stock Transactions | Note 13 – 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 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 479,468 shares of common stock to various investors valued at $5.56 per share in the first quarter of 2019 for proceeds of $2,665,000. The Company issued 212,522 restricted common shares for services in connection with the Qualmetrix acquisition on March 1, 2019, valued at $308,157. The Company issued 225,820 restricted common shares to employees for salaries on June 30, 2020, valued at $361,312. Treasury Stock In connection with the sale of HealthDatix, the HealthDatix Management remitted 1,000 shares of Clinigence common stock previously issued to them, valued at $1.17 per share on February 29, 2020. |
Note 14 - Income Taxes
Note 14 - Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Note 14 - Income Taxes | Note 14 - Income Taxes A full valuation allowance was recorded against the Company’s net deferred tax assets. A valuation allowance must be established if it is more likely than not that the deferred tax assets will not be realized. This assessment is based upon consideration of available positive and negative evidence, which includes, among other things, the Company’s most recent results of operations and expected future profitability. Based on the Company’s cumulative losses in recent years, a full valuation allowance against the Company’s deferred tax assets has been established as Management believes that the Company will not realize the benefit of those deferred tax assets. |
Note 15 - Concentrations and Cr
Note 15 - Concentrations and Credit Risk | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Note 15 - Concentrations and Credit Risk | Note 15 – Concentrations and Credit Risk Sales and Accounts Receivable The Company had sales to one customer which accounted for approximately 12% of total sales for the six months ended June 30, 2020. The customer accounted for 14% of accounts receivable at June 30, 2020. The Company had sales to three customers which accounted for approximately 16%, 15%, and 10%, respectively of total sales for the six months ended June 30, 2019. One of the three customers accounted for 15% of accounts receivable at June 30, 2019. 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 June 30, 2020 and December 31, 2019, respectively. |
Note 16 - Related Party Transac
Note 16 - Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Note 16 - Related Party Transactions | Note 16 - Related Party Transactions Due to Related Parties Due to related parties with a balance of $0 and $128,477 at June 30, 2020 and December 31, 2019, respectively, does not bear interest and is 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. The balance of $128,477 was included in the Assumed Liabilities of the AHA Asset Purchase Agreement. 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. |
Note 17 - Commitments and Conti
Note 17 - Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Note 17 - Commitments and Contingencies | Note 17 – 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. The employment agreements were terminated in connection with the sale of HealthDatix effective March 1, 2020. |
Note 18 - Subsequent Events
Note 18 - Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Note 18 - Subsequent Events | Note 18 – Subsequent Events The Company evaluated events and transactions subsequent to June 30, 2020 through the date the consolidated financial statements were issued. Separation Agreement The Company’s CEO, Jacob Margolin resigned from his employment effective July 11, 2020 and entered into a separation agreement with the Company. Under the terms of the separation agreement, Mr. Margolin is to receive a one-time cash severance payment of $20,000 payable on the separation date and a cash payment of $72,000 payable in 12 equal monthly payments of $6,000 beginning on August 15, 2020, and 228,346 shares of the Company’s common stock, valued at $290,000. Lawrence Schimmel was appointed as interim CEO subsequent to his resignation from the board of directors on May 16, 2020. Equity Transaction On August 12, 2020, the Company sold 190,476 restricted shares of common stock valued at $.63 per share to 5 directors and an investor for proceeds of $120,000. |
Note 3 - Summary of Significa_2
Note 3 - Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
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., 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 $33,791 and $26,217 were charged to operations for the six months ended June 30, 2020 and 2019, respectively. Advertising costs of $7,002 and $22,467 were charged to operations for the three months ended June 30, 2020 and 2019, 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 June 30, 2020 and December 31, 2019. 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 $35,412 and $165,560 as of June 30, 2020 and December 31, 2019, 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) | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Schedule of Assumed Liabilities | The Assumed Liabilities consist of the following: Convertible notes payable $ 2,442,875 Related party loan payable 128,477 Note payable - Jerrold Young 15,000 Note payable - Lighter Capital 489,770 Accounts payable 323,563 Accrued interest on notes payable 9,454 $ 3,409,139 |
Schedule of Gain on sale of assets | Gain on sale of assets reported in the statements of operations consists of the following: Investment in AHA Series E Preferred Stock $ 6,402,278 Assumed liabilities 3,409,139 Less assets sold: Intangible assets (1,476,981 ) Goodwill (3,471,508 ) Gain on sale of assets $ 4,862,928 |
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 - Discontinued Operati_2
Note 2 - Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued operations | The components of income from discontinued operations presented in the consolidated statements of operations for the six months ended June 30, 2020 are presented as follows: Sales $ 5,958 Cost of sales (6,795 ) General and administrative expenses (101,100 ) Depreciation and amortization (75 ) Interest expense (263 ) Loss from operations (102,275 ) Gain on disposal of HealthDatix 142,027 Income from discontinued operations $ 39,752 |
Note 3 - Summary of Significa_3
Note 3 - Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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 5 - Property and Equipme_2
Note 5 - Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Schedule of property, plant and equipment | Property and equipment are carried at cost and consist of the following at June 30, 2020 and December 31, 2019: 2020 2019 Office equipment and fixtures $ 109,468 $ 109,468 Computer hardware 41,066 44,866 Computer software 16,121 16,121 Less: Accumulated depreciation 93,512 87,102 $ 73,143 $ 83,353 |
Note 7 - Intangible Assets (Tab
Note 7 - Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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 Accumulated Net Carrying Weighted 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 six months ended June 30, 2020 $ 59,013 |
Note 8 - Operating Lease (Table
Note 8 - Operating Lease (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases, Operating [Abstract] | |
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: June 30, 2020 Operating Lease: Operating lease right-of-use assets, net $ 223,576 Current portion of operating lease liabilities 53,151 Operating lease liabilities, net of current portion 196,260 |
Schedule of Future Minimum Rental Payments for Operating Lease | The following table summarizes maturities of operating lease liabilities based on lease term as of June 30, 2020: 2020 $ 33,850 2021 69,393 2022 71,474 2023 73,619 2024 37,729 Total lease payments 286,065 Less: Imputed interest 36,654 Present value of lease liabilities $ 249,411 |
Schedule of future minimum payments due under the non-cancelable lease | At June 30, 2020, the Company had the following future minimum payments due under the non-cancelable lease: 2020 $ 33,850 2021 69,393 2022 71,474 2023 73,619 2024 37,729 Total minimum lease payments $ 286,065 |
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 six months ended June 30, 2020. Six Months Ended June 30, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 33,521 Right-of-use lease assets obtained in the exchange for lease liabilities: Operating leases 24,613 |
Note 9 - Earnings (Loss) Per _2
Note 9 - Earnings (Loss) Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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 six months ended June 30, 2020 and 2019 as the result would be anti-dilutive. Six Months Ended June 30, 2020 2019 Stock options 1,174,814 — Stock warrants 557,873 529,685 Total shares excluded from calculation 1,732,687 529,685 |
Note 10 - Stock Based Compens_2
Note 10 - Stock Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Schedule of stock option activities | Stock option activity during the six months ended June 30, 2020 and 2019 follows: Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Options outstanding at December 31, 2018 — — — No option activity — — Options outstanding at June 30, 2019 — — — Options outstanding at December 31, 2019 48,854 5.11 8.05 Options granted 1,130,734 1.49 Options expired (400 ) 0.01 Options cancelled (4,374 ) 5.56 Options outstanding at June 30, 2020 1,174,814 1.61 8.61 |
Schedule of stock options outstanding | Options outstanding at June 30, 2020 consist of: Date Issued Number Outstanding Number Exercisable Exercise Price Expiration Date August 5, 2019 40,480 40,480 $ 5.56 August 5, 2029 October 29, 2019 3,600 3,600 $ 0.0725 June 6, 2027 January 27, 2020 307,884 307,884 $ 1.50 January 27, 2030 January 27, 2020 225,000 225,000 $ 1.50 January 27, 2027 February 29, 2020 95,794 95,794 $ 1.25 February 28, 2030 May 11, 2020 380,000 380,000 $ 1.50 May 11, 2027 June 30, 2020 122,056 122,056 $ 1.45 June 30, 2030 Total 1,174,814 1,174,814 |
Schedule of Warrants, Activity | Warrant activity during the six months ended June 30, 2020 and 2019 follows: Warrants Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Warrants outstanding at December 31, 2018 138,997 $ 0.81 5.55 Warrants granted 529,685 6.67 Warrants cancelled (138,997 ) 0.81 Warrants outstanding at June 30, 2019 529,685 $ 6.67 4.76 Warrants outstanding at December 31, 2019 1,065,251 $ 6.04 Warrants canceled (507,378 ) — Warrants outstanding at June 30, 2020 557,873 $ 6.77 4.29 |
Schedule of Outstanding Warrants | Warrants outstanding at June 30, 2020 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 Total 557,873 557,873 |
Note 11 - Convertible notes p_2
Note 11 - Convertible notes payable (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Schedule of Convertible notes payable | Convertible notes payable consisted of the following at June 30, 2020 and December 31, 2019: 2020 2019 Notes payable convertible into Clinigence common shares at $5.56 per share; bearing interest at a rate of 10%; net of debt discount of $166,697 and $328,652, respectively; maturing in October 2020 $ — $ 2,016,723 Notes payable convertible into Clinigence common shares at $1.25 per share; bearing interest at a rate of 10%; net of debt discount of $1,100 and $2,163, respectively; maturing in October 2020 — 95,337 Total convertible notes payable — 2,112,060 Current portion — (2,112,060 ) Total convertible notes payable, net $ — $ — |
Note 12 - Note Payable (Tables)
Note 12 - Note Payable (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Notes payable | Notes payable consisted of the following at June 30, 2020 and December 31, 2019: 2020 2019 Notes payable with maturities between six months and twelve months from the date of issuance with annual percentage interest rates between 24% and 31% $ 21,175 $ 63,226 SBA Paycheck Protection Program note payable issued in April 2020 with a maturity date of October 2022 and interest rate of 1% 311,125 — SBA Economic Injury Disaster Loan note payable issued in May 2020 with a maturity date of May 2051 and interest rate of 3.75% 150,000 — Demand note payable issued to former officers of Qualmetrix, Inc. with an annual percentage interest rate of 8% — 16,200 Note payable issued in June 2017 with a maturity date of June 2022 and effective interest rate of 10.66% — 287,507 Total notes payable 482,300 366,933 Current portion (332,300 ) (366,933 ) Total notes payable, net $ 150,000 $ — |
Note 1 - Organization and Bas_3
Note 1 - Organization and Basis of Presentation (Details 1) | Jun. 30, 2020USD ($) |
Assumed Liabilities | $ 3,409,139 |
Convertible Notes Payable [Member] | |
Assumed Liabilities | 2,442,875 |
Related Party Loan Payable [Member] | |
Assumed Liabilities | 128,477 |
Note payable Jerrold Young [Member] | |
Assumed Liabilities | 15,000 |
Note payable Lighter Capital [Member] | |
Assumed Liabilities | 489,770 |
Accounts Payable [Member] | |
Assumed Liabilities | 323,563 |
Accrued Interest [Member] | |
Assumed Liabilities | $ 9,454 |
Note 1 - Organization and Bas_4
Note 1 - Organization and Basis of Presentation (Details 2) | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Assumed liabilities | $ 3,409,139 |
Less assets sold: | |
Intangible assets | (1,476,981) |
Goodwill | (3,471,508) |
Gain on sale of assets | 4,862,928 |
AHA [Member] | |
Investment | $ 6,402,278 |
Note 1 - Organization and Bas_5
Note 1 - Organization and Basis of Presentation (Details 3) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Mar. 01, 2019 |
Consideration: | |||
Net liabilities assumed | $ (3,471,508) | ||
Assets Acquired: | |||
Goodwill | 0 | $ 3,471,508 | |
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 1 - Organization and Bas_6
Note 1 - Organization and Basis of Presentation (Details Narrative) | 6 Months Ended |
Jun. 30, 2020USD ($)$ / sharesshares | |
Preferred Stock Initial stated value | $ 15,000,000 |
Preferred Stock description | After two hundred and forty (240) days from the date of Closing, if the merger with or an acquisition by a Publicly Traded Company has not occurred, the Preferred Stock shall automatically convert into 3,750,000 of Common Shares of Stock of the Purchaser, based upon a $4 per share valuation on the date of Conversion |
Fair value | $ / shares | $ 0.11 |
Assumed Liabilities, Net [Member] | |
Preferred Stock Initial stated value | $ 15,000,000 |
Series E Convertible Preferred Stock [Member] | |
Exchange of shares | shares | 1,252,892 |
AHA [Member] | |
Investment | $ 6,402,278 |
Note 2 - Discontinued Operati_3
Note 2 - Discontinued Operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Sales | $ 378,588 | $ 445,279 | $ 844,218 | $ 657,414 |
Cost of Sales | (264,859) | (327,056) | (463,987) | (495,509) |
General and administrative expenses | (1,341,701) | (1,179,503) | (2,177,753) | (1,900,985) |
Depreciation and amortization | (82,633) | (58,315) | ||
Interest expense | (249,283) | (14,774) | (314,276) | (57,024) |
Loss from operations | 1,682,621 | 1,485,642 | 2,622,536 | 2,411,553 |
Income from discontinued operations | $ 0 | $ 0 | 39,752 | $ 0 |
Discontinued Operations [Member] | ||||
Sales | 5,958 | |||
Cost of Sales | (6,795) | |||
General and administrative expenses | (101,100) | |||
Depreciation and amortization | (75) | |||
Interest expense | (263) | |||
Loss from operations | (102,275) | |||
Gain on disposal of HealthDatix | 142,027 | |||
Income from discontinued operations | $ 39,752 |
Note 3 - Summary of Significa_4
Note 3 - Summary of Significant Accounting Policies (Details 1) | 6 Months Ended |
Jun. 30, 2020 | |
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 3 - Summary of Significa_5
Note 3 - Summary of Significant Accounting Policies (Details 2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Customer Relationships [Member] | ||
Intangible assets useful life | 10 years | 10 years |
Developed Technology [Member] | ||
Intangible assets useful life | 13 years | 13 years |
Note 3 - Summary of Significa_6
Note 3 - Summary of Significant Accounting Policies (Details Narratives) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | |||||
Advertising costs | $ 7,002 | $ 22,467 | $ 33,791 | $ 26,217 | |
Deferred revenue | $ 35,412 | $ 35,412 | $ 165,560 |
Note 4 - Going Concern (Details
Note 4 - Going Concern (Details Narrative) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Disclosure Text Block [Abstract] | ||
Accumulated deficit | $ (10,928,278) | $ (12,568,795) |
Working capital deficit | $ (699,499) |
Note 5 - Property and Equipme_3
Note 5 - Property and Equipment (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Disclosure Text Block [Abstract] | ||
Office equipment and fixtures | $ 109,468 | $ 109,468 |
Computer hardware | 41,066 | 44,866 |
Computer software | 16,121 | 16,121 |
Less: accumulated depreciation | 93,512 | 87,102 |
Property, Plant and Equipment, Net | $ 73,143 | $ 83,353 |
Note 5 - Property and Equipme_4
Note 5 - Property and Equipment (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Disclosure Text Block [Abstract] | ||
Depreciation expense | $ 9,081 | $ 5,356 |
Note 6 - Investment in AHA (Det
Note 6 - Investment in AHA (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, par value | $ .001 | $ .001 |
Series E Convertible Preferred Stock [Member] | ||
Exchange of shares | 1,252,892 | |
Preferred stock, shares authorized | 50,000,000 | |
Preferred stock, par value | $ 0.001 | |
AHA [Member] | ||
Investment | $ 6,402,278 |
Note 7 - Intangible Assets (Det
Note 7 - Intangible Assets (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
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 | 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 | 13 years |
Note 7 - Intangible Assets (D_2
Note 7 - Intangible Assets (Details Narrative) | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Disclosure Text Block [Abstract] | |
Amortization expense | $ 59,013 |
Intangible assets | 1,476,961 |
Accumulated amortization | $ 177,039 |
Note 8 - Operating Lease (Detai
Note 8 - Operating Lease (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Operating Lease: | ||
Operating lease right-of-use assets, net | $ 223,576 | $ 247,196 |
Current portion of operating lease liabilities | 53,151 | 50,406 |
Operating lease liabilities, net of current portion | $ 196,260 | $ 223,618 |
Note 8 - Operating Lease (Det_2
Note 8 - Operating Lease (Details 1) | Jun. 30, 2020USD ($) |
Leases, Operating [Abstract] | |
2020 | $ 33,850 |
2021 | 69,393 |
2022 | 71,474 |
2023 | 73,619 |
2024 | 37,729 |
Total lease payments | 286,065 |
Less: Imputed interest | 36,654 |
Present value of lease liabilities | $ 249,411 |
Note 8 - Operating Lease (Det_3
Note 8 - Operating Lease (Details 2) | Jun. 30, 2020USD ($) |
Leases, Operating [Abstract] | |
2020 | $ 33,850 |
2021 | 69,393 |
2022 | 71,474 |
2023 | 73,619 |
2024 | 37,729 |
Total minimum lease payments | $ 286,065 |
Note 8 - Operating Lease (Det_4
Note 8 - Operating Lease (Details 3) | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 33,521 |
Right-of-use lease assets obtained in the exchange for lease liabilities: | |
Operating leases | $ 24,613 |
Note 8 - Operating Lease (Det_5
Note 8 - Operating Lease (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Operating Lease, Weighted Average Remaining Lease Term | 4 years | |
Operating Lease, Weighted Average Discount Rate, Percent | 6.75% | |
Discontinued Operations [Member] | ||
Rental expense | $ 2,519 | |
Continuing Operations [Member] | ||
Rental expense | $ 49,617 | $ 44,177 |
Note 9 - Earnings (Loss) Per _3
Note 9 - Earnings (Loss) Per Common Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Total shares excluded from calculation | 1,732,687 | 529,685 |
Options | ||
Total shares excluded from calculation | 1,174,814 | 0 |
Warrant | ||
Total shares excluded from calculation | 557,873 | 529,685 |
Note 10 - Stock Based Compens_3
Note 10 - Stock Based Compensation (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Disclosure Text Block [Abstract] | ||
Options, Outstanding, Beginning Balance | 48,854 | 0 |
Options, Outstanding, Beginning Balance, Weighted Average Exercise Price | $ 5.11 | $ 0 |
Options, Outstanding, Beginning Weighted Average Remaining Contractual Term | 8 years 18 days | |
Options, Granted | 1,130,734 | 0 |
Options, Granted, Weighted Average Exercise Price | $ 1.49 | $ .00 |
Options, Expired | (400) | |
Options, Expired , Weighted Average Exercise Price | $ 0.01 | |
Options, Canceled | (4,374) | |
Options, Canceled, Weighted Average Exercise Price | $ 5.56 | |
Options, Outstanding, Ending Balance | 1,174,814 | |
Options, Outstanding, Ending Balance, Weighted Average Exercise Price | $ 1.61 | |
Options, Outstanding, Ending Weighted Average Remaining Contractual Term | 8 years 7 months 10 days |
Note 10 - Stock Based Compens_4
Note 10 - Stock Based Compensation (Details 1) - $ / shares | 6 Months Ended | ||
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Outstanding | 1,174,814 | 48,854 | 0 |
Number Exercisable | 1,174,814 | ||
Exercise price | $ 1.61 | $ 5.11 | $ 0 |
Options One | |||
Issued Date | Aug. 5, 2019 | ||
Number of Outstanding | 40,480 | ||
Number Exercisable | 40,480 | ||
Exercise price | $ 5.56 | ||
Options outstanding Expiration Date | Aug. 5, 2029 | ||
Options Two | |||
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 | ||
Options Three | |||
Issued Date | Jan. 27, 2020 | ||
Number of Outstanding | 307,884 | ||
Number Exercisable | 307,884 | ||
Exercise price | $ 1.5 | ||
Options outstanding Expiration Date | Jan. 27, 2030 | ||
Options Four | |||
Issued Date | Jan. 27, 2020 | ||
Number of Outstanding | 225,000 | ||
Number Exercisable | 225,000 | ||
Exercise price | $ 1.5 | ||
Options outstanding Expiration Date | Jan. 27, 2027 | ||
Options Five | |||
Issued Date | Feb. 29, 2020 | ||
Number of Outstanding | 95,794 | ||
Number Exercisable | 95,794 | ||
Exercise price | $ 1.25 | ||
Options outstanding Expiration Date | Feb. 28, 2030 | ||
Options Six | |||
Issued Date | May 11, 2020 | ||
Number of Outstanding | 380,000 | ||
Number Exercisable | 380,000 | ||
Exercise price | $ 1.5 | ||
Options outstanding Expiration Date | May 11, 2027 | ||
Options Seven | |||
Issued Date | Jun. 30, 2020 | ||
Number of Outstanding | 122,056 | ||
Number Exercisable | 122,056 | ||
Exercise price | $ 1.45 | ||
Options outstanding Expiration Date | Jun. 30, 2030 |
Note 10 - Stock Based Compens_5
Note 10 - Stock Based Compensation (Details 2) - $ / shares | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Text Block [Abstract] | ||
Warrants, Outstanding, Beginning Balance | 1,065,251 | 138,997 |
Warrants, Outstanding, Beginning Balance, Weighted Average Exercise Price | $ 6.04 | $ 0.81 |
Warrants, Outstanding, Beginning Balance, Weighted Average Remaining Contractual Life | 5 years 6 months 18 days | |
Warrants, Granted | 529,685 | |
Warrants, Granted, Weighted Average Exercise Price | $ 6.67 | |
Warrants cancelled | (507,378) | (138,997) |
Warrants cancelled, Weighted Average Exercise Price | $ 0 | $ 0.81 |
Warrants, Outstanding, Ending Balance | 557,873 | 529,685 |
Warrants, Outstanding, Ending Balance, Weighted Average Exercise Price | $ 6.77 | $ 6.67 |
Warrants, Outstanding, Beginning Balance, Weighted Average Remaining Contractual Life | 4 years 3 months 15 days | 4 years 9 months 3 days |
Note 10 - Stock Based Compens_6
Note 10 - Stock Based Compensation (Details 3) | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Number of Outstanding | 557,873 |
Number Exercisable | 557,873 |
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 |
Note 11 - Convertible Notes P_3
Note 11 - Convertible Notes Payable (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Total convertible notes payable | $ 0 | $ 2,112,060 |
Current portion | 0 | (2,112,060) |
Total convertible notes payable, net | 0 | 0 |
Convertible Notes Payables 1 | ||
Total convertible notes payable | 0 | 2,016,723 |
Convertible Notes Payables 2 | ||
Total convertible notes payable | $ 0 | $ 95,337 |
Note 11 - Convertible Notes P_4
Note 11 - Convertible Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2016 | |
Interest expense on the convertible notes | $ 314,276 | $ 57,024 | |||||
Maturity date | Mar. 31, 2017 | ||||||
Loss on extinguishment debt | $ (167,797) | $ (130,140) | $ (167,797) | (130,140) | |||
Payment of convertible note payable | $ 0 | $ 200,000 | |||||
Principal balances description | The principal balances of the November 19, 2019 convertible notes and the 2016 and 2017 convertible debentures totaling $2,442,875 were included in the Assumed Liabilities of the AHA Asset Purchase Agreement | ||||||
Individuals | |||||||
Debt Conversion, Converted Instrument, Amount | $ 2,345,375 | $ 75,000 | $ 75,000 | ||||
Convertible note | 0 | $ 0 | 328,652 | ||||
Three Individuals | |||||||
Convertible note | $ 0 | 0 | $ 2,163 | ||||
Convertible Debt | |||||||
Payment of convertible note payable | $ 200,000 |
Note 12 - Note Payable (Details
Note 12 - Note Payable (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Total notes payable | $ 150,000 | $ 0 |
Current portion | (332,300) | (366,933) |
Total notes payable, net | 150,000 | 0 |
Notes Payables 1 | ||
Total notes payable | 21,175 | 63,226 |
Notes Payables 2 | ||
Total notes payable | 311,125 | 0 |
Notes Payables 3 | ||
Total notes payable | 150,000 | 0 |
Notes Payables 4 | ||
Total notes payable | 0 | 16,200 |
Notes Payables 5 | ||
Total notes payable | $ 0 | $ 287,507 |
Note 12 - Note Payable (Detai_2
Note 12 - Note Payable (Details Narratives) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | May 22, 2020 | Apr. 21, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Periodic payments | $ 731 | ||||
Notes payable | $ 332,300 | $ 332,300 | $ 366,933 | ||
Working capital proceeds for revenue loan investment | 500,000 | ||||
Proceeds from loan | $ 150,000 | $ 333,125 | |||
Revenue Loan | |||||
Face amount | 50,000 | 50,000 | |||
Short-term notes | 489,770 | 489,770 | |||
Interest recorded | 252,263 | ||||
Notes payable | 15,000 | 15,000 | |||
Revenue Loan | Asset Purchase Agreement [Member] | |||||
Accrued interest | 1,600 | 1,600 | |||
Short-term notes | |||||
Short-term notes | 21,175 | 21,175 | 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 | $ 100,000 | |||
Periodic payments | 195,789 | ||||
Notes payable | 0 | 0 | $ 16,200 | ||
Accrued interest | $ 1,200 | $ 1,200 |
Note 13 - Stock Transactions (D
Note 13 - Stock Transactions (Details Narrative) - USD ($) | Mar. 01, 2019 | Jun. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common stock, shares authorized | 800,000,000 | 800,000,000 | 800,000,000 | 800,000,000 | |||
Reverse stock split | 1-for-500 | ||||||
Common stock issued for services, value | $ 361,312 | $ 450,054 | |||||
Proceeds from common stock sold | $ 0 | $ 3,687,450 | |||||
Investor | |||||||
Sale of common stock, Shares | 479,468 | ||||||
Proceeds from common stock sold | $ 2,665,000 | ||||||
Sale of Stock price per share | $ 5.56 | $ 5.56 | $ 5.56 | ||||
Employees [Member] | |||||||
Common Stock Issued for services | 225,820 | ||||||
Common stock issued for services, value | $ 361,312 | ||||||
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 |
Note 15 - Concentrations and _2
Note 15 - Concentrations and Credit Risk (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
FDIC | $ 250,000 | |
Sales [Member] | One Customers [Member] | ||
Concentration percentage | 12.00% | |
Sales [Member] | First Customers [Member] | ||
Concentration percentage | 16.00% | |
Sales [Member] | Customers two [Member] | ||
Concentration percentage | 15.00% | |
Sales [Member] | Customers Three [Member] | ||
Concentration percentage | 10.00% | |
Accounts Receivable [Member] | Customers [Member] | ||
Concentration percentage | 14.00% | |
Accounts Receivable [Member] | First Customers [Member] | ||
Concentration percentage | 15.00% |
Note 16 - Related Party Trans_2
Note 16 - Related Party Transactions (Details Narratives) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | |
Due to related parties | $ 0 | $ 128,477 | |
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 | ||
Asset Purchase Agreement [Member] | |||
Assumed Liabilities | $ 128,477 |
Note 17 - Commitments and Con_2
Note 17 - Commitments and Contingencies (Details Narratives) | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Base Salary | $ 75,000 |
Jacob Margolin | |
Base Salary | 180,000 |
Lawrence Schimmel | |
Base Salary | 180,000 |
Elisa Luqman | |
Base Salary | $ 150,000 |
Note 18 - Subsequent Events (De
Note 18 - Subsequent Events (Details Narrative) - Subsequent Event [Member] | Aug. 12, 2020USD ($)Integer$ / sharesshares | Jul. 11, 2020USD ($) |
Restricted shares | shares | 190,476 | |
Common stock valued | $ / shares | $ .63 | |
Number of directors | Integer | 5 | |
Proceed to sale of stock | $ 120,000 | |
Jacob Margolin [Member] | ||
Cash severance payment | $ 20,000 | |
Cash payment description | Cash payment of $72,000 payable in 12 equal monthly payments of $6,000 beginning on August 15, 2020, and 228,346 shares of the Company’s common stock, valued at $290,000 |