Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2021 | Jun. 30, 2020 | |
Document and Entity Information: | |||
Entity Registrant Name | Clinigence Holdings, Inc. | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001479681 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 4,880,000 | ||
Entity Common Stock, Shares Outstanding | 39,251,013 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State Country Code | DE | ||
File Number | 000-53862 | ||
ICFR Auditor Attestation Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 26,931 | $ 1,065,434 |
Accounts receivable | 18,283 | 100,183 |
Inventory | 0 | 26,988 |
Prepaid expenses and other current assets | 111,842 | 50,747 |
Total current assets | 157,056 | 1,243,352 |
Long-term assets | ||
Property and equipment, net | 12,391 | 83,353 |
Right of use asset, net | 0 | 247,196 |
Intangilbe assets, net | 0 | 1,535,974 |
Goodwill | 0 | 3,471,508 |
Deposits and other assets | 410 | 11,121 |
Restricted cash | 0 | 100,000 |
Total assets | 169,857 | 6,692,504 |
Current liabilities | ||
Accounts payable and accrued expenses | 695,424 | 1,752,659 |
Customer deposits | 38,651 | 0 |
Accrued interest on notes payable | 0 | 34,358 |
Due to related parties | 30,000 | 128,477 |
Lease liability - current | 0 | 50,406 |
Deferred revenue | 76,687 | 165,560 |
Current portion of convertible notes payable | 0 | 2,112,060 |
Current portion of notes payable | 312,890 | 366,933 |
Total current liabilities | 1,153,652 | 4,610,453 |
Long-term liabilities | ||
Lease liability - long term | 0 | 223,618 |
Notes payable | 150,000 | 0 |
Total liabilities | 1,303,652 | 4,834,071 |
Stockholders' equity (deficiency) | ||
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; 5,282,545 and 4,649,179 shares issued and outstanding as of December 31, 2020 and 2019, respectively | 5,282 | 4,649 |
Additional paid-in capital | 17,079,885 | 14,422,579 |
Accumulated deficit | (18,218,962) | (12,568,795) |
Total stockholders' equity (deficiency) | (1,133,795) | 1,858,433 |
Total liabilities and stockholders' equity (deficiency) | $ 169,857 | $ 6,692,504 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 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 | 5,282,545 | 4,649,179 |
Common stock, shares outstanding | 5,282,545 | 4,649,179 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Sales | $ 1,585,952 | $ 1,366,419 |
Cost of Sales | 909,780 | 830,443 |
Gross profit | 676,172 | 535,976 |
Operating Expenses | ||
Research and development | 557,257 | 768,103 |
Sales and marketing | 166,759 | 577,739 |
General and Administrative Expense | 3,251,353 | 3,667,178 |
Goodwill impairment loss | 3,471,508 | 2,257,058 |
Gain on sale of assets | (1,993,424) | 0 |
Gain on lease termination | (25,174) | 0 |
Loss on sale of fixed assets | 54,819 | 0 |
Loss on sale of subsidiary | 158,744 | 0 |
Amortization | 222,032 | 163,746 |
Total operating expenses | 5,863,874 | 7,433,824 |
Loss from operations | (5,187,702) | (6,897,848) |
Other income (expenses) | ||
Loss on extinguishment of debt | (167,797) | (130,140) |
Interest income | 1,030 | 3,626 |
Interest Expense | (335,450) | (92,158) |
Total other income (expenses) | (502,217) | (218,672) |
Loss from continuing operations | (5,689,919) | (7,116,520) |
Income from discontinued operations (including gain on disposal of $142,027 for the year ended December 31, 2020) | (39,752) | 0 |
Net loss | $ (5,650,167) | $ (7,116,520) |
Basic and fully diluted income (loss) per common share: | ||
Continuing operations | $ (1.15) | $ (1.96) |
Discontinued operations | 0.01 | 0 |
Net income (loss) per common share | $ (1.14) | $ (1.96) |
Weighted average common shares outstanding - basic and fully diluted | 4,942,268 | 3,630,075 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Income Statement [Abstract] | |
Gain on disposal | $ 142,027 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY) (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | 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 | $ 740 | 4,111,760 | 4,112,500 | |
Common stock issued for cash, Shares | 739,891 | |||
Stock-based compensation, Value | $ 212 | 449,842 | 450,054 | |
Stock-based compensation, Shares | 212,522 | |||
Common stock issued in Qualmetrix acquisition, Value | $ 1,125 | 4,167,094 | 4,168,219 | |
Common stock issued in Qualmetrix acquisition, Shares | 1,124,594 | |||
Effect of merger, value | $ 797 | 836,166 | 836,963 | |
Effect of merger, shares | 797,108 | |||
Warrants issued in connection with issuance of convertible debt | 374,178 | 374,178 | ||
Notes payable converted to common stock, Value | $ 144 | 530,248 | 530,392 | |
Notes payable converted to common stock, Shares | 143,642 | |||
Common shares cancelled, Value | $ (144) | 144 | 0 | |
Common shares cancelled, Shares | (143,642) | |||
Net loss | (7,116,520) | (7,116,520) | ||
Stockholders' Equity, end of period, Value at Dec. 31, 2019 | $ 4,649 | 14,422,579 | (12,568,795) | 1,858,433 |
Stockholders' Equity, end of period, Shares at Dec. 31, 2019 | 4,649,179 | |||
Common stock issued for cash, Value | $ 190 | 119,810 | 120,000 | |
Common stock issued for cash, Shares | 190,476 | |||
Stock-based compensation, Value | $ 466 | 2,571,223 | 2,571,689 | |
Stock-based compensation, Shares | 466,166 | |||
Common shares cancelled, Value | $ (23) | (33,727) | (33,750) | |
Common shares cancelled, Shares | (23,276) | |||
Net loss | (5,650,167) | (5,650,167) | ||
Stockholders' Equity, end of period, Value at Dec. 31, 2020 | $ 5,282 | $ 17,079,885 | $ (18,218,962) | $ (1,133,795) |
Stockholders' Equity, end of period, Shares at Dec. 31, 2020 | 5,282,545 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (5,650,167) | $ (7,116,520) |
(Income) loss from discontinued operations | 118,992 | 0 |
Net loss from continuing operations | (5,531,175) | (7,116,520) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 14,514 | 15,723 |
Amortization | 94,761 | 156,092 |
Non cash interest expense | 474,344 | 140,487 |
Stock-based compensation expense | 2,571,689 | 450,054 |
Goodwill impairment loss | 3,471,508 | 2,257,058 |
Gain on sale of assets | (1,993,424) | 0 |
Gain on lease termination | (25,174) | 0 |
Loss on sale of assets | 54,819 | 0 |
Cancellation of common stock | (33,750) | 0 |
Loss on extinguishment of debt | 167,797 | 130,396 |
Changes in operating assets and liabilities: | ||
Accounts Receivable | 71,900 | 111,567 |
Prepaid expenses and other current assets | (65,467) | (45,280) |
Deposits and other assets | 10,411 | 10,264 |
Accounts payable and accrued expenses | (648,475) | (304,441) |
Customer deposits | 38,651 | 0 |
Accrued interest on notes payable | (21,730) | 0 |
Lease liability | (37,401) | (11,238) |
Deferred revenue | (88,873) | 165,260 |
NET CASH USED IN OPERATING ACTIVITIES | (1,475,075) | (4,040,578) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | 0 | (84,002) |
Advances to acquisition target | 0 | (577,046) |
(Increase) decrease in restricted cash | 100,000 | (100,000) |
Sale of property and equipment | 500 | 0 |
Cash acquired from acquisitions | 0 | 12,852 |
Net cash provided by (used) in continuing investing activities | 100,500 | (748,196) |
Net cash used in discontinued investing activities | (161,400) | 0 |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | (60,900) | (748,196) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of notes and convertible notes payable | 461,125 | 2,359,700 |
Proceeds from sale of common stock | 120,000 | 4,112,500 |
Proceeds from related party loans | 30,000 | 0 |
Payments on notes and convertible notes payable | (113,653) | (737,259) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 497,472 | 5,734,941 |
NET INCREASE (DECREASE) IN CASH | (1,038,503) | 946,167 |
CASH - BEGINNING OF YEAR | 1,065,434 | 119,267 |
CASH - END OF YEAR | 26,931 | 1,065,434 |
Cash paid during the period for Interest | ||
Interest | 18,077 | 75,882 |
Non-cash investing and financing activities: | ||
Sale of software in consideration of Series E preferred stock and liabilities assumed | 3,470,385 | 0 |
Right of use asset added for operating lease | 0 | 285,262 |
Notes payable converted to common stock | 0 | 399,996 |
Notes payable converted to convertible notes payable | 0 | 32,500 |
Accrued interest converted to convertible notes payable | 0 | 22,500 |
Accrued salaries converted to convertible notes payable | 0 | 30,375 |
Common stock issued for acquisitions | 0 | 5,005,182 |
Intangible assets acquired | 0 | 7,281,555 |
Warrant issued for convertible debt | $ 0 | $ 374,178 |
Note 1 - Organization and Basis
Note 1 - Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 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. 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, hereafter 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 was to have an initial stated value of $15,000,000 in the aggregate, subject to adjustment 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 initially recorded at $6,402,278 based on 1,252,892 shares outstanding at a fair value of $5.11 per share based on an appraised valuation of the Preferred Stock. 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 487,579 Accounts payable 323,563 Accrued interest on notes payable 72,891 $ 3,470,385 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” As of December 31, 2020, the Company determined that the fair value of the AHA Series E Preferred Stock fell below its carrying value based on an independent valuation report and wrote off its investment in AHA. Gain on sale of assets reported in the statements of operations consists of the following: Fair value of AHA Series E Preferred Stock received $-- Assumed liabilities 3,470,385 Less assets sold: Intangible assets (1,476,961 ) Gain on sale of assets $ 1,993,424 An impairment expense of $3,471,508 was recorded for the balance of goodwill included in the assets sold to AHA. During the third and fourth quarters of the year ending December 31, 2020, the Company recorded an additional gain on the sale of intellectual property as a result of obtaining a legal discharge of its obligations from the lenders and noteholders and payment made by AHA in regards to the debt. 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, hereafter referred to as the “Acquisition.” As a result of the Acquisition, Merger Sub ceased to exist, and Clinigence became the surviving corporation and a direct wholly owned subsidiary of iGambit, and the former stockholders of Clinigence (the “Clinigence Stockholders”) have a direct equity ownership and controlling interest in iGambit. Merger Sub was renamed Clinigence Health Inc. iGambit was renamed Clinigence Holdings, Inc. Merger Sub was originally incorporated in Delaware on October 17, 2013 and had no operating activity prior to the reported transaction. 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 | 12 Months Ended |
Dec. 31, 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 HDX 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 loss from discontinued operations presented in the consolidated statements of operations for the year ended December 31, 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 ) Loss on disposal of HealthDatix (16,717 ) Loss from discontinued operations $ (118,992 ) |
Note 3 - Summary of Significant
Note 3 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 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. The Company’s investment in AHA was valued at level 3 input. 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. 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 $41,418 and $115,647 were charged to operations for the years ended December 31, 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 December 31, 2020 and 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 Goodwill Goodwill represents the excess of assets acquired over liabilities assumed of QMX and the fair market value of the common shares issued by the Company for the acquisition of QMX. In accordance with ASC Topic No. 350 “Intangibles – Goodwill and Other”), the goodwill is not being amortized, but instead will be subject to an annual assessment of impairment by applying a fair-value based test, and will be reviewed more frequently if current events and circumstances indicate a possible impairment. An impairment loss is charged to expense in the period identified. If indicators of impairment are present and future cash flows are not expected to be sufficient to recover the asset’s carrying amount, an impairment loss is charged to expense in the period identified. An impairment expense of $3,471,508 was recorded during the year ended December 31, 2020 in connection with the sale of intellectual property, as discussed in Note 1. 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 $76,687 and $165,560 as of December 31, 2020 and 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 | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Note 4 -Going Concern | Note 4 – Going Concern The accompanying 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 $18,218,962, and a working capital deficit of $996,596 at December 31, 2020. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for the next twelve months from the date that the financial statements are issued. Management’s plans and assessment of the probability that such plans will mitigate and alleviate any substantial doubt about the Company’s ability to continue as a going concern, is dependent upon the ability to attain funding to secure additional resources to generate sufficient revenues and increased margin, which without these represent the principal conditions that raise substantial doubt about our ability to continue as a going concern. 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 | 12 Months Ended |
Dec. 31, 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 December 31, 2020 and 2019: 2020 2019 Office equipment and fixtures $ 5,300 $ 109,468 Computer hardware 41,065 44,866 Computer software 16,121 16,121 Less: Accumulated depreciation 50,095 87,102 $ 12,391 $ 83,353 Depreciation expense of $14,514 and $15,723 was charged to operations for the years ended December 31, 2020 and 2019, respectively. |
Note 6 - Intangible Assets
Note 6 - Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Note 6 - Intangible Assets | Note 6 – Intangible Assets The following tables provide detail associated with the Company’s acquired identifiable intangible assets: As of December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life (in years) Amortized intangible assets: Customer relationships $ 624,000 $ (52,000 ) $ 572,000 10 Developed technology 1,030,000 (66,026 ) 963,974 13 Total $ 1,654,000 $ (118,026 ) $ 1,535,974 Aggregate Amortization Expense: For the year ended December 31, 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, resulting in a balance of $0 at December 31, 2020. |
Note 7 - Operating Lease
Note 7 - Operating Lease | 12 Months Ended |
Dec. 31, 2020 | |
Leases, Operating [Abstract] | |
Note 7 - Operating Lease | Note 7 – Operating Lease The Company determines if a contract is, or contains, a lease at contract inception. Operating leases are included in operating lease right-of-use ("ROU") assets, current portion of operating lease liabilities and operating lease liabilities, net of current portion in the Company's consolidated balance sheets. Finance leases are included in property and equipment, current portion of finance lease obligations and finance lease obligations, net of current portion in the Company's unaudited consolidated balance sheets. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. In addition, ROU assets include initial direct costs incurred by the lessee as well as any lease payments made at or before the commencement date and exclude lease incentives. The Company used the implicit rate in the lease in determining the present value of lease payments. Lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of one year or less are generally not included in ROU assets and liabilities. Operating lease ROU assets and operating lease liabilities are recorded on the consolidated balance sheet as follows: December 31, 2019 Operating Lease: Operating lease right-of-use assets, net $ 247,196 Current portion of operating lease liabilities 50,406 Operating lease liabilities, net of current portion 223,618 Effective October 15, 2020, the Company terminated the operating lease for its Atlanta, Georgia office that was set to expire in 2024. The lease termination agreement required the Company to forfeit its Letter of Credit and all of its furniture and fixtures to the landlord. The early termination resulted in a gain on lease termination of $25,174, calculated as follows: Current portion of operating lease liabilities at September 30, 2020 $ 54,564 Operating lease liabilities, net of current portion at September 30, 2020 182,059 Less: Operating lease right-of-use assets, net at September 30, 2020 211,449 Gain on lease termination $ 25,174 The balance of the Letter of Credit of $100,000 was charged to rent expense and the book value of the assets abandoned of $53,198 was charged to loss on sale of assets. Consolidated rental expense for all operating leases was $143,307 and $126,944 for the years ended December 31, 2020 and 2019, respectively. The following table summarizes the cash paid and related right-of-use operating lease recognized for the year ended December 31, 2020. Year Ended December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 50,446 Right-of-use lease assets obtained in the exchange for lease liabilities: Operating leases 37,401 |
Note 8 - Earnings (Loss) Per Co
Note 8 - Earnings (Loss) Per Common Share | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Note 8 - Earnings (Loss) Per Common Share | Note 8 - Earnings (Loss) Per Common Share The Company calculates net income (loss) per common share in accordance with ASC 260 “ Earnings Per Share Years Ended December 31, 2020 2019 Stock options 1,174,814 48,854 Stock warrants 557,873 1,065,251 Total shares excluded from calculation 1,732,687 1,114,105 |
Note 9 - Stock Based Compensati
Note 9 - Stock Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Note 9 - Stock Based Compensation | Note 9 – Stock Based Compensation Options In 2019, the Company adopted the 2019 Omnibus Equity Incentive Plan (the "2019 Plan"). Awards granted under the 2019 Plan have a ten-year term and may be incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units or performance shares. The awards are granted at an exercise price equal to the fair market value on the date of grant and generally vest over a four-year period. Stock option activity during the years ended December 31, 2020 and 2019 follows: Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Options outstanding at December 31, 2018 – $ – – Options granted 48,854 5.11 Options outstanding at December 31, 2019 48,854 5.11 8.05 Options granted 1,130,734 1.49 Options expired (400 ) 0.01 Options cancelled (4,374 ) 5.56 Options outstanding at December 31, 2020 1,174,814 $ 1.61 8.11 Options outstanding at December 31, 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 years ended December 31, 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 1,065,251 6.04 Warrants cancelled (138,997 ) 0.81 Warrants outstanding at December 31, 2019 1,065,251 $ 6.04 5.17 Warrants cancelled (507,378 ) — Warrants outstanding at December 31, 2020 557,873 $ 6.77 3.79 Warrants outstanding at December 31, 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 10 - Convertible Notes Pay
Note 10 - Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Note 10 - Convertible Notes Payable | Note 10 – Convertible Notes Payable Convertible notes payable consisted of the following at December 31, 2020 and 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 $0 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 $ — $ — In March 2019, the Company made a cash payment totaling $200,000 to settle a previously outstanding convertible note payable. In conjunction with the payment, approximately 400,000 underlying warrants to purchase units of CLI expired unexercised. During the years ended December 31, 2020 and 2019 the Company recognized total interest expense of $335,450 and $92,158, respectively. Under a subscription agreement dated November 19, 2019, the Company issued convertible promissory notes to various individuals totaling $2,345,375 at December 31, 2019. The notes are convertible at any time through the maturity date of October 31, 2020. In connection with the issuance of the convertible promissory notes, the Company issued 263,727 warrants to purchase shares of the Company’s common stock. The Company allocated the proceeds between the fair value of the notes and warrants. The Company allocated $370,714 to the warrants which has been recorded as a debt discount to be amortized over the life of the notes. Notes payable is presented net of debt discount of $0 and $328,652 at December 31, 2020 and 2019, respectively. The Company issued convertible debentures in the amount of $75,000 to three individuals in 2016 and 2017. The Company restated the convertible debentures on November 15, 2019 to comply with the terms of the November 19, 2019 promissory notes previously mentioned and added $22,500 of accrued interest to the principal balances. Notes payable is presented net of debt discount of $0 and $2,163 at December 31, 2020 and 2019, respectively. 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, as discussed in Note 1. Loss on extinguishment of debt of $167,797 was recorded for the debt discount balance on May 29, 2020. |
Note 11 - Note Payable
Note 11 - Note Payable | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Note 11 - Note Payable | Note 11 – Notes Payable Notes payable consisted of the following at December 31, 2020 and 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% $ 1,765 $ 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 462,890 366,933 Current portion (312,890 ) (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 year ended December 31, 2020 the Company made average monthly principal and interest payments approximating $8,200 per month. The outstanding balance on the short-term notes at December 31, 2020 and 2019 was $1,765 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 December 31, 2020 and 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. Default interest on the Revenue Loan of $252,263 was recorded during the year ended December 31, 2020. Principal on the Revenue Loan of $487,579, 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 (EIDL) program. Under the terms of the loan, Borro The Company’s long-term debt is comprised of promissory notes pursuant to the Paycheck Protection Program and Economic Injury Disaster Loan (see below), under Coronavirus Aid, Relief and Economic Security Act (“CARES ACT”) enacted on March 27, 2020 and revised under the provisions of the PayCheck Protection Flexibility Act of 2020 on June 5, 2020 and administered by the United States Small Business Administration (“SBA”). On April 21, 2020, the Company received a loan in the amount of $333,125 under the Payroll Protection Program (“PPP Loan”). The loan accrues interest at a rate of 1% and has an original maturity date of two years which can be extended to five years by mutual agreement of the Company and SBA. The PPP loan contains customary events of default relating to, among other things, payment defaults and breaches of representations and warranties. Under the terms of the loan, a portion or all of the loan is forgivable to the extent the loan proceeds are used to fund qualifying payroll, rent and utilities during a designated twenty-four week period. Payments are deferred until the SBA determines the amount to be forgiven. The Company has utilized the proceeds of the PPP loan in a manner which has enabled qualification as a forgivable loan. However, no assurance can be provided that all or any portion of the PPP loan will be forgiven. The balance on this PPP loan was $333,125 as of December 31, 2020 and has been classified as a long-term liability in notes payable, less current portion on the accompanying consolidated balance sheets. |
Note 12 - Stock Transactions
Note 12 - Stock Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Note 12 - Stock Transactions | Note 12 – 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 The Company issued 225,820 restricted common shares to employees for salaries on June 30, 2020, valued at $361,312. On September 28, 2020, 23,276 of these shares issued to an employee, valued at $33,750 were cancelled in connection with a separation agreement. The Company issued 228,346 common shares to an employee in connection with a separation agreement on July 12, 2020, valued at $290,000. On August 12, 2020, the Company sold 190,476 restricted shares of common stock valued at $0.63 per share to 5 directors and an investor for proceeds of $120,000. The Company issued 12,000 common shares to an employee in connection with a separation agreement on September 11, 2020, valued at $15,000. 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. 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. |
Note 13 - Income Taxes
Note 13 - Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Note 13 - Income Taxes | Note 13 - Income Taxes Prior to March 1, 2019, the Company operated as a Limited Liability Company (“LLC”). Taxable income and losses of an LLC are passed through to its members and there is no entity level tax. The reconciliation between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense (benefit) is as follows: Years Ended December 31, 2020 2019 Statutory U.S. federal income tax rate 21.0 % 21.0 % State income taxes, net of federal income tax benefit (0.3 )% 0.0 % Tax effect of expenses that are not deductible for income tax purposes (13.8 )% (8.3 )% Change in Valuation Allowance (14.0 )% (12.7 )% Effective tax rate (7.1 )% 0.0 % At December 31, the significant components of the deferred tax assets (liabilities) are summarized below: 2020 2019 Deferred Tax Assets: Net Operating Losses $ 1,374,283 $ 1,043,303 Stock-based compensation 467,233 — Total deferred tax assets 1,841,516 1,043,303 Deferred Tax Liabilities — — Valuation Allowance (1,841,516 ) (1,043,303 ) Net deferred tax assets $ — $ — On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of foreign earnings. Due to the changes in ownership of the Company in connection with the reverse merger referred to in Note 1, pre-merger federal and state net operating loss carryforwards of $4.5 million and $5.5 million (computed in accordance with IRS section 382) have been reduced. These NOLs begin to expire in 2029. In addition, losses incurred from the date of the merger to December 31, 2020 are available to reduce future taxable income. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax assets for every period because it is more likely than not that all of the deferred tax assets will not be realized. In accordance with ASC 740, a valuation allowance must be established if it is more likely than not that the deferred tax assets will not be realized. This assessment is based upon consideration of available positive and negative evidence, which includes, among other things, the Company’s most recent results of operations and expected future profitability. Based on the Company’s cumulative losses in recent years, a full valuation allowance against the Company’s deferred tax assets as of December 31, 2020 and 2019 has been established as Management believes that the Company will more likely than not realize the benefit of those deferred tax assets. Therefore, no tax provision has been recorded for the years ended December 31, 2020 and 2019. The Company complies with the provisions of ASC 740-10 in accounting for its uncertain tax positions. ASC 740-10 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely that not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Management has determined that the Company has no significant uncertain tax positions requiring recognition under ASC 740-10. The Company is subject to income tax in the U.S., and certain state jurisdictions. The Company has not been audited by the U.S. Internal Revenue Service, or any states in connection with income taxes. The Company’s tax years generally remain open to examination for all federal and state income tax matters until its net operating loss carryforwards are utilized and the applicable statutes of limitation have expired. The federal and state tax authorities can generally reduce a net operating loss (but not create taxable income) for a period outside the statute of limitations in order to determine the correct amount of net operating loss which may be allowed as a deduction against income for a period within the statute of limitations. The Company recognizes interest and penalties related to unrecognized tax benefits, if incurred, as a component of income tax expense. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOL’s incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The Company is currently evaluating the impact of the CARES Act, but at present does not expect that the NOL carryback provision of the CARES Act would result in a material cash benefit to us. |
Note 14 - Concentrations and Cr
Note 14 - Concentrations and Credit Risk | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Note 14 - Concentrations and Credit Risk | Note 14 – Concentrations and Credit Risk Sales and Accounts Receivable The Company had sales to two customers which accounted for approximately 14% and 10%, respectively of total sales for the year ended December 31, 2020. The two customers accounted for less than 10%, respectively of accounts receivable at December 31, 2020. The Company had sales to two customers which accounted for approximately 19% and 12%, respectively of total sales for the year ended December 31, 2019. The two customers accounted for less than 10%, respectively of accounts receivable at December 31, 2019. Cash Cash is maintained at a major financial institution. Accounts held at U.S. financial institutions are insured by the FDIC up to $250,000. Cash balances could exceed insured amounts at any given time, however, the Company has not experienced any such losses. The Company did not have any interest-bearing accounts at December 31, 2020 and 2019, respectively. |
Note 15 - Related Party Transac
Note 15 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Note 15 - Related Party Transactions | Note 15 - Related Party Transactions Due to Related Parties Due to related parties with a balance of $30,000 and $128,477 at December 31, 2020 and 2019, respectively, does not bear interest and is payable on demand. A shareholder and former officer made a $30,000 non-interest bearing loan to the Company on December 31, 2020, which was repaid with common stock on January 28, 2021. 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 16 - Commitments and Conti
Note 16 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Note 16 - Commitments and Contingencies | Note 16 – 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. 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 received a one-time cash severance payment of $20,000 on the separation date and will receive 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. 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 17 - Subsequent Events
Note 17 - Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Note 17 - Subsequent Events | Note 17 – Subsequent Events The Company evaluated its December 31, 2020 consolidated financial statements for subsequent events through the date the consolidated financial statements were issued. Business Acquisitions Merger With AHP Management Inc. On February 25, 2021, Clinigence Holdings, Inc., a Delaware corporation (“Parent” or the “Company”), AHP, Inc., a California corporation (“AHP”), AHP Acquisition Corp., a Delaware corporation, a wholly owned subsidiary of Parent (“Merger Sub”), and Robert Chan (the “Shareholders’ Representative”) entered into an agreement and plan of merger (the “AHP Merger Agreement”). The transactions contemplated by the AHP Merger Agreement were consummated on February 26, 2021 (the “AHP Closing”). The AHP Merger Agreement provided for the merger of Merger Sub with and into AHP, hereafter referred to as the “AHP Acquisition.” As a result of the Acquisition, Merger Sub ceased to exist, and AHP became the surviving corporation and a direct wholly owned subsidiary of Clinigence, and the former stockholders of AHP (the “AHP Stockholders”) have a direct equity ownership in Clinigence. Merger Sub was renamed AHP Management Inc. Merger Sub was originally incorporated in Delaware on January 26, 2021 and had no operating activity prior to the reported transaction. AHP is a privately held company with controlling interest in its’ affiliate Associated Hispanic Physicians of Southern California IPA, a California Medical corporation, (“AHPIPA”). A key term of the AHP Merger Agreement is that at Closing, AHP Management Inc entered into a Management Services Agreement with AHPIPA (the “Management Services Agreements”) making AHPIPA a Variable Interest Entity (VIE) of Clinigence. Merger With Accountable Healthcare America, Inc. On February 25, 2021, Clinigence Holdings, Inc., a Delaware corporation (“Parent” or the “Company”), Accountable Healthcare America, Inc., a Delaware corporation (“AHA”), and AHA Acquisition Corp., a Delaware corporation, a wholly owned subsidiary of Parent (“Merger Sub”) entered into an agreement and plan of merger (the “AHA Merger Agreement”). The transactions contemplated by the AHA Merger Agreement were consummated on February 26, 2021 (the “AHA Closing”). The AHA Merger Agreement provided for the merger of Merger Sub with and into AHA, hereafter referred to as the “AHA Acquisition.” As a result of the Acquisition, Merger Sub ceased to exist, and AHA became the surviving corporation and a direct wholly owned subsidiary of Clinigence, and the former stockholders of AHA (the “AHA Stockholders”) have a direct equity ownership in Clinigence. Merger Sub was renamed Accountable Healthcare America, Inc. Merger Sub was originally incorporated in Delaware on January 2, 2020 and had no operating activity prior to the reported transaction. Pursuant to the AHP Merger Agreement, at the Closing, the former AHP Stockholders were entitled to receive 19,000,000 Company Shares, inclusive of outstanding AHP options and warrants assumed by the Company, which constitutes 45% of the outstanding Company Shares on a fully diluted basis inclusive of outstanding options and warrants. For each share of AHP Shares, each former AHP Stockholder was entitled to receive 19,000,000 shares of Company Shares. Pursuant to the AHA Merger Agreement, at the Closing, the former AHA Stockholders were entitled to receive 14,800,000 Company Shares, inclusive of certain outstanding AHA options and warrants assumed by the Company, which constitutes 35% of the outstanding Company Shares on a fully diluted basis inclusive of outstanding options and warrants. On January 28, 2021, the Company issued 1,225,000 options to officers and directors for services in connection with the AHP and AHA acquisitions. On January 28, 2021, the Company issued 228,721 common shares to officers and employees for deferred salaries and bonuses and reimbursed expenses, including 153,606 common shares issued to directors and officers. Financing Transaction On February 25, 2021, the Company received loan proceeds of $260,088 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, utilities, and other operating expenses within 24 weeks of receipt. |
Note 3 - Summary of Significa_2
Note 3 - Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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. The Company’s investment in AHA was valued at level 3 input. 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. 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 $41,418 and $115,647 were charged to operations for the years ended December 31, 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 December 31, 2020 and 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 |
Goodwill | Goodwill Goodwill represents the excess of assets acquired over liabilities assumed of QMX and the fair market value of the common shares issued by the Company for the acquisition of QMX. In accordance with ASC Topic No. 350 “Intangibles – Goodwill and Other”), the goodwill is not being amortized, but instead will be subject to an annual assessment of impairment by applying a fair-value based test, and will be reviewed more frequently if current events and circumstances indicate a possible impairment. An impairment loss is charged to expense in the period identified. If indicators of impairment are present and future cash flows are not expected to be sufficient to recover the asset’s carrying amount, an impairment loss is charged to expense in the period identified. An impairment expense of $3,471,508 was recorded during the year ended December 31, 2020 in connection with the sale of intellectual property, as discussed in Note 1. |
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 $76,687 and $165,560 as of December 31, 2020 and 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) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | 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 487,579 Accounts payable 323,563 Accrued interest on notes payable 72,891 $ 3,470,385 |
Schedule of gain on sale of assets | Gain on sale of assets reported in the statements of operations consists of the following: Fair value of AHA Series E Preferred Stock received $-- Assumed liabilities 3,470,385 Less assets sold: Intangible assets (1,476,961 ) Gain on sale of assets $ 1,993,424 |
Schedule of reverse merger | 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 |
Schedule of business combination | 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) | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of consolidated statements of operations | The components of loss from discontinued operations presented in the consolidated statements of operations for the year ended December 31, 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 ) Loss on disposal of HealthDatix (16,717 ) Loss from discontinued operations $ (118,992 ) |
Note 3 - Summary of Significa_3
Note 3 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 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) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Schedule of property, plant and equipment | Property and equipment are carried at cost and consist of the following at December 31, 2020 and 2019: 2020 2019 Office equipment and fixtures $ 5,300 $ 109,468 Computer hardware 41,065 44,866 Computer software 16,121 16,121 Less: Accumulated depreciation 50,095 87,102 $ 12,391 $ 83,353 |
Note 6 - Intangible Assets (Tab
Note 6 - Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 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 Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life (in years) Amortized intangible assets: Customer relationships $ 624,000 $ (52,000 ) $ 572,000 10 Developed technology 1,030,000 (66,026 ) 963,974 13 Total $ 1,654,000 $ (118,026 ) $ 1,535,974 Aggregate Amortization Expense: For the year ended December 31, 2020 $ 59,013 |
Note 7 - Operating Lease (Table
Note 7 - Operating Lease (Tables) | 12 Months Ended |
Dec. 31, 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: December 31, 2019 Operating Lease: Operating lease right-of-use assets, net $ 247,196 Current portion of operating lease liabilities 50,406 Operating lease liabilities, net of current portion 223,618 |
Schedule of gain on lease termination | The early termination resulted in a gain on lease termination of $25,174, calculated as follows: Current portion of operating lease liabilities at September 30, 2020 $ 54,564 Operating lease liabilities, net of current portion at September 30, 2020 182,059 Less: Operating lease right-of-use assets, net at September 30, 2020 211,449 Gain on lease termination $ 25,174 |
Summary of cash paid and related right-of-use operating lease | The following table summarizes the cash paid and related right-of-use operating lease recognized for the year ended December 31, 2020. Year Ended December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 50,446 Right-of-use lease assets obtained in the exchange for lease liabilities: Operating leases 37,401 |
Note 8 - Earnings (Loss) Per _2
Note 8 - Earnings (Loss) Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2020 and 2019 as the result would be anti-dilutive. Years Ended December 31, 2020 2019 Stock options 1,174,814 48,854 Stock warrants 557,873 1,065,251 Total shares excluded from calculation 1,732,687 1,114,105 |
Note 9 - Stock Based Compensa_2
Note 9 - Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Schedule of stock option activities | Stock option activity during the years ended December 31, 2020 and 2019 follows: Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Options outstanding at December 31, 2018 – $ – – Options granted 48,854 5.11 Options outstanding at December 31, 2019 48,854 5.11 8.05 Options granted 1,130,734 1.49 Options expired (400 ) 0.01 Options cancelled (4,374 ) 5.56 Options outstanding at December 31, 2020 1,174,814 $ 1.61 8.11 |
Schedule of stock options outstanding | Options outstanding at December 31, 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 years ended December 31, 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 1,065,251 6.04 Warrants cancelled (138,997 ) 0.81 Warrants outstanding at December 31, 2019 1,065,251 $ 6.04 5.17 Warrants cancelled (507,378 ) — Warrants outstanding at December 31, 2020 557,873 $ 6.77 3.79 |
Schedule of Outstanding Warrants | Warrants outstanding at December 31, 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 10 - Convertible notes p_2
Note 10 - Convertible notes payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Schedule of Convertible notes payable | Convertible notes payable consisted of the following at December 31, 2020 and 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 $0 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 11 - Note Payable (Tables)
Note 11 - Note Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Notes payable | Notes payable consisted of the following at December 31, 2020 and 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% $ 1,765 $ 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 462,890 366,933 Current portion (312,890 ) (366,933 ) Total notes payable, net $ 150,000 $ — |
Note 13 - Income Taxes (Tables)
Note 13 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense (benefit) is as follows: Years Ended December 31, 2020 2019 Statutory U.S. federal income tax rate 21.0 % 21.0 % State income taxes, net of federal income tax benefit (0.3 )% 0.0 % Tax effect of expenses that are not deductible for income tax purposes (13.8 )% (8.3 )% Change in Valuation Allowance (14.0 )% (12.7 )% Effective tax rate (7.1 )% 0.0 % |
Schedule of deferred tax assets (liabilities) | At December 31, the significant components of the deferred tax assets (liabilities) are summarized below: 2020 2019 Deferred Tax Assets: Net Operating Losses $ 1,374,283 $ 1,043,303 Stock-based compensation 467,233 — Total deferred tax assets 1,841,516 1,043,303 Deferred Tax Liabilities — — Valuation Allowance (1,841,516 ) (1,043,303 ) Net deferred tax assets $ — $ — |
Note 1 - Organization and Bas_3
Note 1 - Organization and Basis of Presentation (Details) | Dec. 31, 2020USD ($) |
Assumed Liabilities | $ 3,470,385 |
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 | 487,579 |
Accounts Payable [Member] | |
Assumed Liabilities | 323,563 |
Accrued Interest [Member] | |
Assumed Liabilities | $ 72,891 |
Note 1 - Organization and Bas_4
Note 1 - Organization and Basis of Presentation (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | ||
Fair value of AHA Series E Preferred Stock received | $ 0 | |
Assumed liabilities | 3,470,385 | |
Less assets sold: | ||
Intangible assets | (1,476,961) | |
Gain on sale of assets | $ 1,993,424 | $ 0 |
Note 1 - Organization and Bas_5
Note 1 - Organization and Basis of Presentation (Details 2) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 01, 2019 |
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) | 12 Months Ended |
Dec. 31, 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. |
Impairment expense | $ 3,471,508 |
Reverse Stock Split | 1-for-500 |
Series E Convertible Preferred Stock [Member] | |
Exchange of shares | shares | 1,252,892 |
Assumed Liabilities, Net [Member] | |
Preferred Stock Initial stated value | $ 15,000,000 |
AHA [Member] | |
Investment | $ 6,402,278 |
Fair value | $ / shares | $ 5.11 |
Qualmetrix | |
Exchange of shares | shares | 5,021,950 |
Fair value | $ / shares | $ 0.83 |
Note 2 - Discontinued Operati_3
Note 2 - Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Sales | $ 1,585,952 | $ 1,366,419 |
Cost of Sales | (909,780) | (830,443) |
General and administrative expenses | (3,251,353) | (3,667,178) |
Depreciation and amortization | (94,761) | (156,092) |
Interest expense | (335,450) | (92,158) |
Loss from operations | 5,187,702 | 6,897,848 |
Income from discontinued operations | 118,992 | $ 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 | (16,717) | |
Income from discontinued operations | $ (118,992) |
Note 3 - Summary of Significa_4
Note 3 - Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 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 1) | 12 Months Ended |
Dec. 31, 2019 | |
Developed Technology [Member] | |
Intangible assets useful life | 13 years |
Customer Relationships [Member] | |
Intangible assets useful life | 10 years |
Note 3 - Summary of Significa_6
Note 3 - Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | ||
Advertising costs | $ 41,418 | $ 115,647 |
Deferred revenue | 76,687 | $ 165,560 |
Impairment expense | $ 3,471,508 |
Note 4 - Going Concern (Details
Note 4 - Going Concern (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Disclosure Text Block [Abstract] | ||
Accumulated deficit | $ (18,218,962) | $ (12,568,795) |
Working capital deficit | $ (996,596) |
Note 5 - Property and Equipme_3
Note 5 - Property and Equipment (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Disclosure Text Block [Abstract] | ||
Office equipment and fixtures | $ 5,300 | $ 109,468 |
Computer hardware | 41,065 | 44,866 |
Computer software | 16,121 | 16,121 |
Less: accumulated depreciation | 50,095 | 87,102 |
Property, Plant and Equipment, Net | $ 12,391 | $ 83,353 |
Note 5 - Property and Equipme_4
Note 5 - Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | ||
Depreciation expense | $ 14,514 | $ 15,723 |
Note 6 - Intangible Assets (Det
Note 6 - Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Intangible Assets, Gross | $ 1,654,000 |
Less: Accumulated amortization | (118,026) |
Intangible Assets, Net | 1,535,974 |
Customer Relationships [Member] | |
Intangible Assets, Gross | 624,000 |
Less: Accumulated amortization | (52,000) |
Intangible Assets, Net | $ 572,000 |
Intangible assets useful life | 10 years |
Developed Technology [Member] | |
Intangible Assets, Gross | $ 1,030,000 |
Less: Accumulated amortization | (66,026) |
Intangible Assets, Net | $ 963,974 |
Intangible assets useful life | 13 years |
Note 6 - Intangible Assets (D_2
Note 6 - Intangible Assets (Details 1) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Disclosure Text Block [Abstract] | |
Aggregate Amortization Expense | $ 59,013 |
Note 6 - Intangible Assets (D_3
Note 6 - Intangible Assets (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Disclosure Text Block [Abstract] | ||
Intangible assets | $ 1,476,961 | |
Accumulated amortization | 177,039 | |
Intangilbe assets, net | $ 0 | $ 1,535,974 |
Note 7 - Operating Lease (Detai
Note 7 - Operating Lease (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Operating Lease: | |||
Operating lease right-of-use assets, net | $ 0 | $ 211,449 | $ 247,196 |
Current portion of operating lease liabilities | 0 | 54,564 | 50,406 |
Operating lease liabilities, net of current portion | $ 0 | $ 182,059 | $ 223,618 |
Note 7 - Operating Lease (Det_2
Note 7 - Operating Lease (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | |
Leases, Operating [Abstract] | |||
Current portion of operating lease liabilities | $ 0 | $ 50,406 | $ 54,564 |
Operating lease liabilities, net of current portion | 0 | 223,618 | 182,059 |
Less: Operating lease right-of-use assets | 0 | 247,196 | $ 211,449 |
Gain on lease termination | $ 25,174 | $ 0 |
Note 7 - Operating Lease (Det_3
Note 7 - Operating Lease (Details 2) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 50,446 |
Right-of-use lease assets obtained in the exchange for lease liabilities: | |
Operating leases | $ 37,401 |
Note 7 - Operating Lease (Det_4
Note 7 - Operating Lease (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases, Operating [Abstract] | ||
Gain on lease termination | $ 25,174 | $ 0 |
Letter of Credit | 100,000 | |
Loss on sale of assets | 53,198 | |
Rental expense | $ 143,307 | $ 126,944 |
Note 8 - Earnings (Loss) Per _3
Note 8 - Earnings (Loss) Per Common Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Total shares excluded from calculation | 1,732,687 | 1,114,105 |
Options | ||
Total shares excluded from calculation | 1,174,814 | 48,854 |
Warrant | ||
Total shares excluded from calculation | 557,873 | 1,065,251 |
Note 9 - Stock Based Compensa_3
Note 9 - Stock Based Compensation (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | ||
Options, Outstanding, Beginning Balance | 48,854 | 0 |
Options, Granted | 1,130,734 | 48,854 |
Options, Expired | (400) | |
Options, Cancelled | (4,374) | |
Options, Outstanding, Ending Balance | 1,174,814 | 48,854 |
Options, Outstanding, Beginning Balance, Weighted Average Exercise Price | $ 5.11 | $ 0 |
Options, Granted, Weighted Average Exercise Price | 1.49 | 5.11 |
Options, Expired, Weighted Average Exercise Price | 0.01 | |
Options, Cancelled, Weighted Average Exercise Price | 5.56 | |
Options, Outstanding, Ending Balance, Weighted Average Exercise Price | $ 1.61 | $ 5.11 |
Options, Outstanding, Weighted Average Remaining Contractual Term | 8 years 1 month 9 days | 8 years 18 days |
Note 9 - Stock Based Compensa_4
Note 9 - Stock Based Compensation (Details 1) - $ / shares | 12 Months Ended | ||
Dec. 31, 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 9 - Stock Based Compensa_5
Note 9 - Stock Based Compensation (Details 2) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Text Block [Abstract] | |||
Warrants, Outstanding, Beginning Balance | 1,065,251 | 138,997 | |
Warrants, Granted | 1,065,251 | ||
Warrants, Cancelled | (507,378) | (138,997) | |
Warrants, Outstanding, Ending Balance | 557,873 | 1,065,251 | 138,997 |
Warrants, Outstanding, Beginning Balance, Weighted Average Exercise Price | $ 6.04 | $ 0.81 | |
Warrants, Granted, Weighted Average Exercise Price | 6.04 | ||
Warrants, Cancelled, Weighted Average Exercise Price | 0 | 0.81 | |
Warrants, Outstanding, Ending Balance, Weighted Average Exercise Price | $ 6.77 | $ 6.04 | $ 0.81 |
Warrants, Outstanding, Beginning Balance, Weighted Average Remaining Contractual Life | 3 years 9 months 14 days | 5 years 2 months 1 day | 5 years 6 months 18 days |
Note 9 - Stock Based Compensa_6
Note 9 - Stock Based Compensation (Details 3) | 12 Months Ended |
Dec. 31, 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 10 - Convertible Debt (Det
Note 10 - Convertible Debt (Details) - USD ($) | Dec. 31, 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 10 - Convertible Debt (D_2
Note 10 - Convertible Debt (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2016 | |
Interest expense on the convertible notes | $ 335,450 | $ 92,158 | |||
Loss on extinguishment debt | (167,797) | (130,140) | |||
Payment of convertible note payable | $ 113,653 | 737,259 | |||
Warrants expired | 400,000 | ||||
Individuals | |||||
Debt Conversion, Converted Instrument, Amount | 2,345,375 | ||||
Convertible note | $ 0 | 328,652 | |||
Three Individuals | |||||
Debt Conversion, Converted Instrument, Amount | $ 75,000 | $ 75,000 | |||
Convertible note | 0 | $ 2,163 | |||
Convertible Debt | |||||
Payment of convertible note payable | $ 200,000 | ||||
Assumed Liabilities, Net [Member] | |||||
Convertible note | $ 2,442,875 |
Note 11 - Note Payable (Details
Note 11 - Note Payable (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Total notes payable | $ 462,890 | $ 366,933 |
Current portion | (312,890) | (366,933) |
Total notes payable, net | 150,000 | 0 |
Notes Payables 1 | ||
Total notes payable | 1,765 | 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 11 - Note Payable (Detai_2
Note 11 - Note Payable (Details Narratives) - USD ($) | 1 Months Ended | 12 Months Ended | |||
May 22, 2020 | Apr. 21, 2020 | Jun. 30, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | |
Interest rate | 1.00% | ||||
Periodic payments | $ 731 | ||||
Notes payable | $ 312,890 | $ 366,933 | |||
Proceeds from loan | $ 150,000 | $ 333,125 | |||
Short-term notes | |||||
Short-term notes | 1,765 | 63,226 | |||
Periodic payments | $ 8,200 | ||||
Short-term notes | Minimum | |||||
Interest rate | 24.00% | ||||
Short-term notes | Maximum | |||||
Interest rate | 31.00% | ||||
Demand Notes | |||||
Face amount | $ 100,000 | ||||
Periodic payments | 195,789 | ||||
Notes payable | 0 | $ 16,200 | |||
Accrued interest | 1,200 | ||||
Repayment of related party debt | 15,000 | ||||
Note Agreement | |||||
Working capital proceeds | $ 500,000 | ||||
Revenue Loan | |||||
Face amount | 487,579 | ||||
Periodic payments | 50,000 | ||||
Accrued interest | 252,263 | ||||
Revenue Loan | Asset Purchase Agreement | |||||
Accrued interest | 1,600 | ||||
PPP loan | |||||
Notes payable | $ 333,125 |
Note 12 - Stock Transactions (D
Note 12 - Stock Transactions (Details Narrative) - USD ($) | Sep. 11, 2020 | Aug. 12, 2020 | Jul. 12, 2020 | Mar. 01, 2019 | Sep. 28, 2020 | Jun. 30, 2020 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 08, 2018 | Aug. 07, 2018 |
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 | 400,000,000 | |||||||
Reverse stock split | 1-for-500 | ||||||||||
Common stock issued for services, value | $ 450,054 | ||||||||||
Proceeds from common stock sold | 120,000 | $ 4,112,500 | |||||||||
Shares issued for share based compensation, value | 2,571,689 | 450,054 | |||||||||
Common stock shares issued, value | $ 120,000 | $ 4,112,500 | |||||||||
Employees | |||||||||||
Shares issued for share based compensation, shares | 225,820 | ||||||||||
Shares issued for share based compensation, value | $ 361,312 | ||||||||||
Shares cancelled, shares | 23,276 | ||||||||||
Shares cancelled, value | $ 33,750 | ||||||||||
Common stock shares issued, shares | 12,000 | 228,346 | |||||||||
Common stock shares issued, value | $ 15,000 | $ 290,000 | |||||||||
Directors and Investor | |||||||||||
Sale of common stock, Shares | 190,476 | ||||||||||
Proceeds from common stock sold | $ 120,000 | ||||||||||
Sale of Stock price per share | $ 0.63 | ||||||||||
Investor | |||||||||||
Sale of common stock, Shares | 479,468 | ||||||||||
Proceeds from common stock sold | $ 2,665,000 | ||||||||||
Sale of Stock price per share | $ 5.56 | ||||||||||
Qualmetrix | |||||||||||
Common Stock Issued for services | 212,522 | ||||||||||
Common stock issued for services, value | $ 308,157 | ||||||||||
Share price per share | $ 3.71 | ||||||||||
Common Stock Issued for acquisition | 1,124,594 |
Note 13 - Income Taxes (Details
Note 13 - Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Statutory U.S. federal income tax rate | 21.00% | 21.00% |
State income taxes, net of federal income tax benefit | (0.30%) | 0.00% |
Tax effect of expenses that are not deductible for income tax purposes | (13.80%) | (8.30%) |
Change in Valuation Allowance | (14.00%) | (12.70%) |
Effective tax rate | (7.10%) | 0.00% |
Note 13 - Income Taxes (Detai_2
Note 13 - Income Taxes (Details 1) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax asset | ||
Net Operating Losses | $ 1,374,283 | $ 1,043,303 |
Stock-based compensation | 467,233 | 0 |
Total deferred tax assets | 1,841,516 | 1,043,303 |
Total deferred tax liabilities | 0 | 0 |
Valuation Allowance | (1,841,516) | (1,043,303) |
Net deferred tax asset | $ 0 | $ 0 |
Note 13 - Income Taxes (Detai_3
Note 13 - Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
U.S. corporate income tax rate | 21.00% | |
Federal operating loss carryforwards | $ 4,500,000 | |
State operating loss carryforwards | 5,500,000 | |
Tax provision | $ 0 | $ 0 |
Note 14 - Concentrations and _2
Note 14 - Concentrations and Credit Risk (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
FDIC | $ 250,000 | |
Sales [Member] | First Customers [Member] | ||
Concentration percentage | 14.00% | 19.00% |
Sales [Member] | Customers two [Member] | ||
Concentration percentage | 10.00% | 12.00% |
Note 15 - Related Party Trans_2
Note 15 - Related Party Transactions (Details Narratives) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Due to related parties | $ 30,000 | $ 128,477 | |
Proceeds from related party debt | 30,000 | $ 0 | |
Shareholder and former officer | |||
Proceeds from related party debt | $ 30,000 | ||
Maturity date | Jan. 28, 2021 | ||
Shareholder and former officer | Assumed Liabilities, Net [Member] | |||
Due to related parties | $ 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 |
Note 16 - Commitments and Con_2
Note 16 - Commitments and Contingencies (Details Narratives) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Base Salary | $ 75,000 |
Jacob Margolin | |
Base Salary | 180,000 |
Payments for Postemployment | $ 20,000 |
Post employment benefits, description | Mr. Margolin received a one-time cash severance payment of $20,000 on the separation date and will receive 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 | |
Base Salary | $ 180,000 |
Elisa Luqman | |
Base Salary | $ 150,000 |
Note 17 - Subsequent Events (De
Note 17 - Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||
Jan. 28, 2021 | May 22, 2020 | Apr. 21, 2020 | Feb. 25, 2021 | Dec. 31, 2020 | |
Acquisition agreement, description | Pursuant to the AHP Merger Agreement, at the Closing, the former AHP Stockholders were entitled to receive 19,000,000 Company Shares, inclusive of outstanding AHP options and warrants assumed by the Company, which constitutes 45% of the outstanding Company Shares on a fully diluted basis inclusive of outstanding options and warrants. For each share of AHP Shares, each former AHP Stockholder was entitled to receive 19,000,000 shares of Company Shares. Pursuant to the AHA Merger Agreement, at the Closing, the former AHA Stockholders were entitled to receive 14,800,000 Company Shares, inclusive of certain outstanding AHA options and warrants assumed by the Company, which constitutes 35% of the outstanding Company Shares on a fully diluted basis inclusive of outstanding options and warrants. | ||||
Proceeds from loan | $ 150,000 | $ 333,125 | |||
Subsequent Event [Member] | |||||
Proceeds from loan | $ 260,088 | ||||
Subsequent Event [Member] | Directors and officers [Member] | |||||
Option issued for services, Shares | 1,225,000 | ||||
Shares issued for share based compensation, shares | 153,606 | ||||
Subsequent Event [Member] | Officers and employees [Member] | |||||
Shares issued for share based compensation, shares | 228,721 |