Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | HealthLynked Corp |
Entity Central Index Key | 1,680,139 |
Amendment Flag | false |
Trading Symbol | HLYK |
Document Type | S1 |
Document Period End Date | Jun. 30, 2018 |
Entity Filer Category | Smaller Reporting Company |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets | |||
Cash | $ 38,227 | $ 50,006 | $ 58,716 |
Accounts receivable, net | 141,853 | 113,349 | 146,874 |
Prepaid expenses | 265,770 | 81,892 | 43,545 |
Deferred offering costs | 178,421 | 121,620 | |
Total Current Assets | 624,271 | 366,867 | 249,135 |
Property, plant and equipment, net | 51,519 | 63,376 | 70,836 |
Deposits | 9,540 | 9,540 | 9,540 |
Total Assets | 685,330 | 439,783 | 329,511 |
Current Liabilities | |||
Accounts payable and accrued expenses | 289,172 | 253,514 | 148,474 |
Capital lease, current portion | 19,877 | 18,348 | 18,348 |
Due to related party, current portion | 396,453 | 363,845 | 311,792 |
Notes payable to related party, current portion | 553,550 | ||
Notes payable, net | 61,869 | 70,186 | |
Convertible notes payable, net | 350,867 | 811,858 | 485,668 |
Derivative financial instruments | 1,389,689 | 398,489 | |
Total Current Liabilities | 2,507,927 | 2,469,790 | 964,282 |
Long-Term Liabilities | |||
Capital leases, long-term portion | 12,232 | 21,406 | 39,754 |
Notes payable to related party, long term portion | 665,452 | 237,157 | |
Convertible notes payable, long term portion | 795,233 | ||
Total Liabilities | 3,980,844 | 2,491,196 | 1,241,193 |
Shareholders' Deficit | |||
Common stock, value | 7,795 | 7,230 | 6,575 |
Common stock issuable, value | 3,937 | 8,276 | 6,451 |
Additional paid-in capital | 3,789,341 | 2,638,311 | 1,199,511 |
Accumulated deficit | (7,096,587) | (4,705,230) | (2,124,219) |
Total Shareholders' Deficit | (3,295,514) | (2,051,413) | (911,682) |
Total Liabilities and Shareholders' Deficit | $ 685,330 | $ 439,783 | $ 329,511 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | |||
Property, plant and equipment, net of accumulated depreciation | $ 740,449 | $ 728,391 | $ 704,785 |
Original issue discount and debt discount | 23,940 | 26,881 | 0 |
Convertible notes payable, net of original issue discount and debt discount | $ 689,883 | $ 266,642 | $ 114,332 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 | 230,000,000 |
Common stock, shares issued | 77,949,491 | 72,302,937 | 65,753,640 |
Common stock, shares outstanding | 77,949,491 | 72,302,937 | 65,753,640 |
Common stock issuable, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock issuable, shares | 18,021 | 122,101 | 80,643 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | ||||||
Patient service revenue, net | $ 566,320 | $ 516,798 | $ 1,211,959 | $ 992,916 | $ 2,103,579 | $ 1,945,664 |
Operating Expenses | ||||||
Salaries and benefits | 618,143 | 495,131 | 1,178,999 | 963,005 | 2,022,445 | 1,559,725 |
General and administrative | 552,583 | 498,378 | 1,127,411 | 888,404 | 1,848,866 | 1,543,866 |
Depreciation and amortization | 6,029 | 5,859 | 12,058 | 11,567 | 23,606 | 16,461 |
Total Operating Expenses | 1,176,755 | 999,368 | 2,318,468 | 1,862,976 | 3,894,917 | 3,120,052 |
(Loss) income from operations | (610,435) | (482,570) | (1,106,509) | (870,060) | (1,791,338) | (1,174,388) |
Other Income (Expenses) | ||||||
Gain (loss) on extinguishment of debt | 16,864 | (308,359) | (290,581) | |||
Change in fair value of debt | (25,452) | (83,398) | ||||
Financing cost | (248,443) | (440,505) | (72,956) | |||
Amortization of original issue and debt discounts on notes payable and convertible notes | (244,563) | (58,524) | (399,398) | (130,568) | (330,435) | (208,626) |
Proceeds from settlement of lawsuit | 43,236 | |||||
Change in fair value of derivative financial instrument | 52,786 | 38,165 | 3,967 | |||
Interest expense | (51,006) | (20,210) | (91,353) | (37,797) | (99,668) | (36,628) |
Total other expenses | (499,814) | (78,734) | (1,284,848) | (168,365) | (789,673) | (202,018) |
Net loss before provision for income taxes | (1,110,249) | (561,304) | (2,391,357) | (1,038,425) | (2,581,011) | (1,376,406) |
Provision for income taxes | ||||||
Net loss | $ (1,110,249) | $ (561,304) | $ (2,391,357) | $ (1,038,425) | $ (2,581,011) | $ (1,376,406) |
Net loss per share, basic and diluted: | ||||||
Basic | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.02) | $ (0.04) | $ (0.02) |
Fully diluted | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.02) | $ (0.04) | $ (0.02) |
Weighted average number of common shares: | ||||||
Basic | 75,871,643 | 69,411,880 | 74,397,741 | 68,028,225 | 69,560,481 | 60,034,482 |
Fully diluted | 75,871,643 | 69,411,880 | 74,397,741 | 68,028,225 | 69,560,481 | 60,034,482 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Changes in Shareholders' Deficit (Unaudited) - USD ($) | Total | Common Stock | Preferred Stock | Common Stock Issuable | Additional Paid-in Capital | Accumulated Deficit |
Balance at Dec. 31, 2015 | $ (296,274) | $ 5,412 | $ 295 | $ 45,000 | $ 400,832 | $ (747,813) |
Balance, Shares at Dec. 31, 2015 | 54,120,000 | 2,953,640 | ||||
Sale of common stock | 374,000 | $ 617 | 373,383 | |||
Sale of common stock, Shares | 6,167,500 | |||||
Consultant fees payable with common shares | 6,451 | 6,451 | ||||
Consultant fees paid with common shares and warrants | 87,173 | $ 190 | (45,000) | 131,983 | ||
Consultant fees paid with common shares and warrants, Shares | 1,900,000 | |||||
Fair value of warrants and beneficial conversion feature allocated to proceeds of convertible notes payable | 272,957 | 272,957 | ||||
Shares and options issued pursuant to employee equity incentive plan | 20,417 | $ 61 | 20,356 | |||
Shares and options issued pursuant to employee equity incentive plan, Shares | 612,500 | |||||
Conversion of preferred shares to common shares | $ 295 | $ (295) | ||||
Conversion of preferred shares to common shares, Shares | 2,953,640 | (2,953,640) | ||||
Net loss | (1,376,406) | (1,376,406) | ||||
Balance at Dec. 31, 2016 | $ (911,682) | $ 6,575 | $ 6,451 | $ 1,199,511 | $ (2,124,219) | |
Balance, Shares at Dec. 31, 2016 | 65,753,640 | |||||
Sale of common stock | $ 759,264 | $ 610 | $ 758,654 | |||
Sale of common stock, Shares | 6,096,197 | |||||
Fair value of warrants allocated to proceeds of common stock | 89,376 | 89,376 | ||||
Fair value of warrants allocated to proceeds of convertible notes payable | 73,696 | 73,696 | ||||
Fair value of warrants issued pursuant to Amended Investment Agreement | 153,625 | 153,625 | ||||
Fair value of warrants issued to extend convertible notes payable | 290,581 | 290,581 | ||||
Consultant fees payable with common shares and warrants | 53,928 | $ 28 | 1,817 | 52,083 | ||
Consultant fees payable with common shares and warrants, Shares | 276,850 | |||||
Shares and options issued pursuant to employee equity incentive plan | 20,810 | $ 17 | 8 | 20,785 | ||
Shares and options issued pursuant to employee equity incentive plan, Shares | 176,250 | |||||
Net loss | (2,581,011) | (2,581,011) | ||||
Balance at Dec. 31, 2017 | (2,051,413) | $ 7,230 | 8,276 | 2,638,311 | (4,705,230) | |
Balance, Shares at Dec. 31, 2017 | 72,302,937 | |||||
Sale of common stock | 499,482 | $ 511 | 498,971 | |||
Sale of common stock, Shares | 631,204 | |||||
Fair value of warrants allocated to proceeds of common stock | 146,021 | 146,021 | ||||
Fair value of warrants issued to extend related party notes payable | 337,467 | 337,467 | ||||
Fair value of warrants allocated to proceeds of convertible notes payable | 10,199 | 10,199 | ||||
Fair value of warrants issued for professional services | 115,125 | 115,125 | ||||
Fair value of warrants issued for professional services, Shares | ||||||
Consultant fees payable with common shares and warrants | 27,356 | $ 28 | (4,331) | 31,659 | ||
Consultant fees payable with common shares and warrants, Shares | ||||||
Shares and options issued pursuant to employee equity incentive plan | 11,606 | $ 26 | (8) | 11,588 | ||
Shares and options issued pursuant to employee equity incentive plan, Shares | 75,000 | |||||
Net loss | (2,391,357) | (2,391,357) | ||||
Balance at Jun. 30, 2018 | $ (3,295,514) | $ 7,795 | $ 3,937 | $ 3,789,341 | $ (7,096,587) | |
Balance, Shares at Jun. 30, 2018 | 73,009,141 |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash Flows from Operating Activities | ||||
Net loss | $ (2,391,357) | $ (1,038,425) | $ (2,581,011) | $ (1,376,406) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 12,058 | 11,567 | 23,606 | 16,461 |
Stock based compensation, including amortization of prepaid fees | 97,286 | 48,650 | 106,743 | 146,208 |
Amortization of original issue discount and debt discount on convertible notes | 399,398 | 130,568 | 330,435 | 208,626 |
Financing cost | 440,505 | 72,956 | 75,000 | |
Change in fair value of derivative financial instrument | (38,165) | (3,967) | ||
Loss on extinguishment of debt | 308,359 | 290,581 | ||
Change in fair value of debt | 83,398 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (28,504) | 2,273 | 33,525 | 153,252 |
Prepaid expenses and deposits | (183,878) | 15,921 | (38,347) | 3,042 |
Accounts payable and accrued expenses | 45,345 | 3,322 | 105,042 | 3,207 |
Due to related party, current portion | 32,608 | 16,488 | 41,168 | 14,271 |
Net cash used in operating activities | (1,222,947) | (809,636) | (1,619,269) | (756,339) |
Cash Flows from Investing Activities | ||||
Acquisition of property and equipment | (201) | (7,046) | (16,147) | (12,611) |
Net cash used in investing activities | (201) | (7,046) | (16,147) | (12,611) |
Cash Flows from Financing Activities | ||||
Proceeds from sale of common stock | 645,503 | 520,000 | 848,639 | 374,000 |
Proceeds from issuance of convertible notes | 805,500 | 100,000 | 429,500 | 475,000 |
Repayment of convertible notes | (284,682) | |||
Proceeds from related party loans | 101,450 | 177,470 | 338,470 | 201,500 |
Repayment of related party loans | (9,000) | (11,192) | (11,192) | (149,285) |
Proceeds from notes payable and bank loans | 73,500 | 148,510 | ||
Repayment of notes payable and bank loans | (113,257) | (108,873) | (84,980) | |
Payments on capital leases | (7,645) | (9,174) | (18,348) | (18,348) |
Net cash provided by financing activities | 1,211,369 | 777,104 | 1,626,706 | 797,887 |
Net increase (decrease) in cash | (11,779) | (39,578) | (8,710) | 28,937 |
Cash, beginning of period | 50,006 | 58,716 | 58,716 | 29,779 |
Cash, end of period | 38,227 | 19,138 | 50,006 | 58,716 |
Supplemental disclosure of cash flow information: | ||||
Cash paid during the period for interest | 9,978 | 699 | 1,002 | 3,813 |
Cash paid during the period for income tax | ||||
Schedule of non-cash investing and financing activities: | ||||
Fair value of warrants issued to extend maturity date of convertible notes payable, recognized as discount against convertible notes payable | 10,199 | 7,506 | 7,506 | |
Fair value of warrants, beneficial conversion feature and original issue discount allocated to proceeds of convertible notes payable | 1,246,005 | 66,190 | 66,190 | 272,957 |
Common stock issuable issued during period | 54 | 6,451 | 45,000 | |
Derivative liabilities written off with repayment of convertible notes payable | 216,640 | |||
Fair value of warrants issued to extend related party notes payable | 337,466 | |||
Fair of warrants issued for professional service | 94,844 | |||
Fair value of warrants issued pursuant to Amended Investment Agreement | $ 153,625 | 153,625 | ||
Fair value of warrants allocated to proceeds of common stock | 89,376 | |||
Initial derivative liabilities, beneficial conversion features and original issue discounts allocated to proceeds of convertible notes payable | 329,500 | |||
Common stock issued for preferred stock conversion | $ 295 |
Business and Business Presentat
Business and Business Presentation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Business and Business Presentation [Abstract] | ||
BUSINESS AND BUSINESS PRESENTATION | NOTE 1 – BUSINESS AND BUSINESS PRESENTATION HealthLynked Corp., a Nevada corporation (the “Company” or “HLYK”) filed its Articles of Incorporation on August 4, 2014. On September 3, 2014 HLYK filed Amended Articles of Incorporation clarifying that the total authorized shares of 250,000,000 shares are broken up between 230,000,000 common shares and 20,000,000 preferred shares. On February 5, 2018, the Company filed the amendment with the Secretary of State of Nevada to increase the amount of authorized shares of common stock to 500,000,000 shares. On September 5, 2014, HLYK entered into a share exchange agreement (the “Share Exchange Agreement”) with Naples Women’s Center LLC (“NWC”), a Florida Limited Liability Company (“LLC”), acquiring 100% of the LLC membership units of NWC through the issuance of 50,000,000 shares of HLYK common stock to the members of NWC (the “Restructuring”). NWC is a multi-specialty medical group including OB/GYN (both Obstetrics and Gynecology), and General Practice located in Naples, Florida. HLYK operates an online personal medical information and record archive system, the “HealthLynked Network”, which enables patients and doctors to keep track of medical information via the Internet in a cloud based system. Patients complete a detailed online personal medical history including past surgical history, medications, allergies, and family history. Once this information is entered patients and their treating physicians are able to update the information as needed to provide a comprehensive medical history. These unaudited condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended December 31, 2017 and 2016, respectively, which are included in the Company’s Form 10-K filed with the United States Securities and Exchange Commission on April 2, 2018. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three and six months ended June 30, 2018 are not necessarily indicative of results for the entire year ending December 31, 2018. All significant intercompany transactions and balances have been eliminated upon consolidation. In addition, certain amounts in the prior periods’ consolidated financial statements have been reclassified to conform to the current period presentation. | NOTE 1 - BUSINESS AND BUSINESS PRESENTATION HealthLynked Corporation, a Nevada corporation (the “Company” or “HLYK”) filed its Articles of Incorporation on August 4, 2014. On September 3, 2014 HLYK filed Amended Articles of Incorporation clarifying that the total authorized shares of 250,000,000 shares are broken up between 230,000,000 common shares and 20,000,000 preferred shares. On February 5, 2018, the Company filed the amendment with the Secretary of State of Nevada to increase the amount of authorized shares of common stock to 500,000,000 shares. On September 5, 2014, HLYK entered into a share exchange agreement (the “Share Exchange Agreement”) with Naples Women’s Center LLC (“NWC”), a Florida Limited Liability Company (“LLC”), acquiring 100% of the LLC membership units of NWC through the issuance of 50,000,000 shares of HLYK common stock to the members of NWC (the “Restructuring”). NWC is a multi-specialty medical group including OB/GYN (both Obstetrics and Gynecology), and General Practice located in Naples, Florida. HLYK operates an online personal medical information and record archive system, the “HealthLynked Network”, which enables patients and doctors to keep track of medical information via the Internet in a cloud based system. Patients complete a detailed online personal medical history including past surgical history, medications, allergies, and family history. Once this information is entered patients and their treating physicians are able to update the information as needed to provide a comprehensive medical history. These consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the GAAP. All significant intercompany transactions and balances have been eliminated upon consolidation. In addition, certain amounts in the prior periods’ consolidated financial statements have been reclassified to conform to the current period presentation. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Significant Accounting Policies [Abstract] | ||
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies applied in the presentation of the accompanying condensed consolidated financial statements follows: Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). All amounts referred to in the notes to the condensed consolidated financial statements are in United States Dollars ($) unless stated otherwise. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Significant estimates include assumptions about collection of accounts receivable, the valuation and recognition of stock-based compensation expense, valuation allowance for deferred tax assets and useful life of fixed assets. Patient Service Revenue Patient service revenue is reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for providing patient care. These amounts are due from patients and third-party payors (including health insurers and government programs) and includes variable consideration for retroactive revenue adjustments due to settlement of audits, reviews, and investigations. Generally, the Company bills patients and third-party payors within days after the services are performed and/or the patient is discharged from the facility. Revenue is recognized as performance obligations are satisfied. Performance obligations are determined based on the nature of the services provided by the Company. Revenue for performance obligations satisfied over time is recognized based on actual charges incurred in relation to total expected charges. The Company believes that this method provides a faithful depiction of the transfer of services over the term of the performance obligation based on the inputs needed to satisfy the obligation. Revenue for performance obligations satisfied at a point in time is recognized when goods or services are provided and the Company does not believe it is required to provide additional goods or services to the patient. The Company determines the transaction price based on standard charges for goods and services provided, reduced by contractual adjustments provided to third-party payors, discounts provided to uninsured patients in accordance with the Company’s policy, and/or implicit price concessions provided to uninsured patients. The Company determines its estimates of contractual adjustments and discounts based on contractual agreements, its discount policies, and historical experience. The Company determines its estimate of implicit price concessions based on its historical collection experience with this class of patients. Agreements with third-party payors typically provide for payments at amounts less than established charges. A summary of the payment arrangements with major third-party payors follows: ● Medicare: ● Medicaid: ● Other: Laws and regulations concerning government programs, including Medicare and Medicaid, are complex and subject to varying interpretation. As a result of investigations by governmental agencies, various health care organizations have received requests for information and notices regarding alleged noncompliance with those laws and regulations, which, in some instances, have resulted in organizations entering into significant settlement agreements. Compliance with such laws and regulations may also be subject to future government review and interpretation as well as significant regulatory action, including fines, penalties, and potential exclusion from the related programs. There can be no assurance that regulatory authorities will not challenge the Company’s compliance with these laws and regulations, and it is not possible to determine the impact, if any, such claims or penalties would have upon the Company. In addition, the contracts the Company has with commercial payors also provide for retroactive audit and review of claims. Settlements with third-party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known, or as years are settled or are no longer subject to such audits, reviews, and investigations. The Company also provides services to uninsured patients, and offers those uninsured patients a discount, either by policy or law, from standard charges. The Company estimates the transaction price for patients with deductibles and coinsurance and from those who are uninsured based on historical experience and current market conditions. The initial estimate of the transaction price is determined by reducing the standard charge by any contractual adjustments, discounts, and implicit price concessions. Subsequent changes to the estimate of the transaction price are generally recorded as adjustments to patient service revenue in the period of the change. Cash and Cash Equivalents For financial statement purposes, the Company considers all highly-liquid investments with original maturities of three months or less to be cash and cash equivalents. Accounts Receivable Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past collectability of the insurance companies, government agencies, and customers’ accounts receivable during the related period which generally approximates 45% of total billings. Trade accounts receivable are recorded at this net amount. As of June 30, 2018 and December 31, 2017, the Company’s gross accounts receivable were $286,728 and $269,501, respectively, and net accounts receivable were $141,853 and $113,349, respectively, based upon net reporting of accounts receivable. Capital Leases Costs associated with capitalized leases are capitalized and depreciated ratably over the term of the related useful life of the asset and/or the capital lease term. The related depreciation was $4,587 and $4,587 for the three months ended June 30, 2018 and 2017, respectively, and $9,174 and $9,174 for the six months ended June 30, 2018 and 2017, respectively. Accumulated depreciation of capitalized leases was $312,912 and $303,738 at June 30, 2018 and December 31, 2017, respectively. Concentrations of Credit Risk The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. There are no patients/customers that represent 10% or more of the Company’s revenue or accounts receivable. Generally, the Company’s cash and cash equivalents are in checking accounts. Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For consolidated financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 5 to 7 years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. There was no impairment as of June 30, 2018 and December 31, 2017. Convertible Notes Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or at the instrument’s maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized as additional paid-in capital and included in equity, net of income tax effects, and is not subsequently remeasured. After initial measurement, they are carried at amortized cost using the effective interest method. Convertible notes for which the maturity date has been extended and that qualify for debt extinguishment treatment are recorded at fair value on the extinguishment date and then revalue at the end of each reporting period, with the change recorded to the statement of operations under “Change in Fair Value of Debt.” Derivative Financial Instruments The Company reviews the terms of convertible debt, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received, an immediate charge to income is recognized, in order to initially record the derivative instrument liabilities at their fair value. The discount from the face value of convertible debt instruments resulting from allocating some or all of the proceeds to the derivative instruments is amortized over the life of the instrument through periodic charges to income. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Fair Value of Assets and Liabilities Fair value is the price that would be received from the sale of an asset or paid to transfer a liability (i.e. an exit price) in the principal or most advantageous market in an orderly transaction between market participants. In determining fair value, the accounting standards have established a three-level hierarchy that distinguishes between (i) market data obtained or developed from independent sources (i.e., observable data inputs) and (ii) a reporting entity’s own data and assumptions that market participants would use in pricing an asset or liability (i.e., unobservable data inputs). Financial assets and financial liabilities measured and reported at fair value are classified in one of the following categories, in order of priority of observability and objectivity of pricing inputs: ● Level 1 – ● Level 2 ● Level 3 The fair value measurement level for an asset or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs. Stock-Based Compensation The Company accounts for stock based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. Income Taxes The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10") for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. Recurring Fair Value Measurements The carrying value of the Company’s financial assets and financial liabilities is their cost, which may differ from fair value. The carrying value of cash held as demand deposits, money market and certificates of deposit, marketable investments, accounts receivable, short-term borrowings, accounts payable, accrued liabilities, and derivative financial instruments approximated their fair value. Net Income (Loss) per Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. During the three and six month periods ended June 30, 2018 and 2017, the Company reported a net loss and excluded all outstanding stock options, warrants and other dilutive securities from the calculation of diluted net loss per common share because inclusion of these securities would have been anti-dilutive. As of June 30, 2018 and 2017, potentially dilutive securities were comprised of (i) 30,486,790 and 18,566,389 warrants outstanding, respectively, (ii) 2,507,996 and 2,349,996 stock options outstanding, respectively, (iii) 13,238,582 and 7,692,143 shares issuable upon conversion of convertible notes, respectively, and (iv) 440,000 and 622,500 unissued shares subject to future vesting requirements granted pursuant to the Company’s Employee Incentive Plan. Common stock awards The Company grants common stock awards to non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted, whichever is more reliably measurable. The fair value measurement date of these awards is generally the date the performance of services is complete. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded on the consolidated statement of comprehensive loss in the same manner and charged to the same account as if such settlements had been made in cash. Warrants In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes option pricing model as of the measurement date. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value as expense over the requisite service period or at the date of issuance, if there is not a service period. Warrants granted in connection with ongoing arrangements are more fully described in Note 11, Shareholders’ Deficit Business Segments The Company uses the “management approach” to identify its reportable segments. The management approach designates the internal organization used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. Using the management approach, the Company determined that it has one operating segment due to business similarities and similar economic characteristics. Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers — Topic 606 In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In August 2016, the FASB issued ASC Update No. 2016-15, (Topic 230) Classification of Certain Cash Receipts and Cash Payments. This ASC update provides specific guidance on the presentation of certain cash flow items where there is currently diversity in practice, including, but not limited to, debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, and distributions received from equity method investees. The updated guidance is effective for interim and annual periods beginning after December 15, 2017, and should be applied retrospectively unless impracticable. The Company implemented this guidance effective January 1, 2018. The adoption of ASC Update No. 2016-15 did not have a significant impact on the Company’s statement of cash flows. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash restricted cash or restricted cash equivalents in the statement of cash flows. For public business entities, this ASU is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted. The amendments in this update should be applied retrospectively to all periods presented. The Company will adopt this standard on January 1, 2018 and will not have a material impact on the Company’s financial statements. In January 2017, the FASB issued ASC Update No. 2017-01, (Topic 805) Business Combinations – Clarifying the Definition of a Business. The amendments in this update provide a more robust framework to use in determining when a set of assets and activities constitute a business. This guidance narrows the definition of a business by providing specific requirements that contribute to the creation of outputs that must be present to be considered a business. The guidance further clarifies the appropriate accounting when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets is that of an acquisition (disposition) of assets, not a business. This framework will reduce the number of transactions that an entity must further evaluate to determine whether transactions are business combinations or asset acquisitions. The updated guidance is effective for interim and annual periods beginning after December 15, 2017, and should be applied on a prospective basis. Early adoption is permitted only for transactions that have not been reported in financial statements that have been issued. The Company implemented this guidance effective January 1, 2018. The implementation of this guidance did not have an effect on the Company’s financial position or results of operations. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity and Derivatives and Hedging The Company is currently evaluating the requirements of this new guidance and has not yet determined its impact on the Company’s financial statements. On December 22, 2017 the SEC staff issued Staff Accounting Bulletin 118 (SAB 118), which provides guidance on accounting for the tax effects of the Tax Cuts and Jobs Act (the TCJA). SAB 118 provides a measurement period that should not extend beyond one year from the enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the TCJA for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the TCJA is incomplete but for which they are able to determine a reasonable estimate, it must record a provisional amount in the financial statements. Provisional treatment is proper in light of anticipated additional guidance from various taxing authorities, the SEC, the FASB, and even the Joint Committee on Taxation. If a company cannot determine a provisional amount to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the TCJA. The Company has applied this guidance to its financial statements. In February 2018, the Financial Accounting Standards Board (“FASB”) issued ASC Update No 2018-02 (Topic 220) Income Statement – Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASC update allows for a reclassification into retained earnings of the stranded tax effects in accumulated other comprehensive income (“AOCI”) resulting from the enactment of the Tax Cuts and Jobs Act (“TCJA”). The updated guidance is effective for interim and annual periods beginning after December 15, 2018. The Company is evaluating the impact ASU 2018-09 may have on its condensed consolidated financial statements. In March 2018, the FASB issued ASU 2018-05, Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118. This standard amends Accounting Standards Codification 740, Income Taxes (ASC 740) to provide guidance on accounting for the tax effects of the Tax Cuts and Jobs Act (the Tax Reform Act) pursuant to Staff Accounting Bulletin No. 118, which allows companies to complete the accounting under ASC 740 within a one-year measurement period from the Tax Act enactment date. This standard did not materially impact the Company’s financial statements and related disclosures. In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, to expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. Under ASU 2018-07, equity-classified nonemployee share-based payment awards are measured at the grant date fair value on the grant date The probability of satisfying performance conditions must be considered for equity-classified nonemployee share-based payment awards with such conditions. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact of the new standard on the Company’s Condensed Consolidated Financial Statements. In July 2018, the FASB issued ASU 2018-09 to provide clarification and correction of errors to the Codification. The amendments in this update cover multiple Accounting Standards Updates. Some topics in the update may require transition guidance with effective dates for annual periods beginning after December 15, 2018. The Company is evaluating the impact ASU 2018-09 may have on its condensed consolidated financial statements. | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies applied in the presentation of the accompanying consolidated financial statements follows: Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). All amounts referred to in the notes to the consolidated financial statements are in United States Dollars ($) unless stated otherwise. Use of Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Significant estimates include assumptions about collection of accounts receivable, the valuation and recognition of stock-based compensation expense, valuation allowance for deferred tax assets and useful life of fixed assets. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Patient service revenues are recognized at the time of service for the net amount expected to be collected. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments Cash and Cash Equivalents For financial statement purposes, the Company considers all highly-liquid investments with original maturities of three months or less to be cash and cash equivalents. Accounts Receivable Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past collectability of the insurance companies, government agencies, and customers’ accounts receivable during the related period which generally approximates 45% of total billings. Trade accounts receivable are recorded at this net amount. As of December 31, 2017 and December 31, 2016, the Company’s gross accounts receivable were $256,446 and $333,804, respectively, and net accounts receivable were $113,349 and $146,874, respectively, based upon net reporting of accounts receivable. Capital Leases Costs associated with capitalized leases are capitalized and depreciated ratably over the term of the related useful life of the asset and/or the capital lease term. The related depreciation for the years ended December 31, 2017 and 2016 was $18,348 and $18,348, respectively. Accumulated depreciation of capitalized leases was $303,738 and $285,390 at December 31, 2017 and 2016, respectively. Concentrations of Credit Risk The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. There are no patients/customers that represent 10% or more of the Company’s revenue or accounts receivable. Generally, the Company’s cash and cash equivalents are in checking accounts. Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For consolidated financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 5 to 7 years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. There was no impairment as of December 31, 2017 and 2016. Convertible Notes Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or at the instrument’s maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized as additional paid-in capital and included in equity, net of income tax effects, and is not subsequently remeasured. After initial measurement, they are carried at amortized cost using the effective interest method. Derivative Financial Instruments The Company reviews the terms of convertible debt, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received, an immediate charge to income is recognized, in order to initially record the derivative instrument liabilities at their fair value. The discount from the face value of convertible debt instruments resulting from allocating some or all of the proceeds to the derivative instruments is amortized over the life of the instrument through periodic charges to income. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Fair Value of Assets and Liabilities Fair value is the price that would be received from the sale of an asset or paid to transfer a liability (i.e. an exit price) in the principal or most advantageous market in an orderly transaction between market participants. In determining fair value, the accounting standards have established a three-level hierarchy that distinguishes between (i) market data obtained or developed from independent sources (i.e., observable data inputs) and (ii) a reporting entity’s own data and assumptions that market participants would use in pricing an asset or liability (i.e., unobservable data inputs). Financial assets and financial liabilities measured and reported at fair value are classified in one of the following categories, in order of priority of observability and objectivity of pricing inputs: ● Level 1 – ● Level 2 ● Level 3 The fair value measurement level for an asset or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs. Stock-Based Compensation The Company accounts for stock based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. Income Taxes The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. Recurring Fair Value Measurements The carrying value of the Company’s financial assets and financial liabilities is their cost, which may differ from fair value. The carrying value of cash held as demand deposits, money market and certificates of deposit, marketable investments, accounts receivable, short-term borrowings, accounts payable, accrued liabilities, and derivative financial instruments approximated their fair value. Net Income (Loss) per Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. During the years ended December 31, 2017 and 2016, the Company reported a net loss and excluded all outstanding stock options, warrants and other dilutive securities from the calculation of diluted net loss per common share because inclusion of these securities would have been anti-dilutive. As of December 31, 2017 and 2016, potentially dilutive securities were comprised of (i) 20,526,387 and 10,576,389 warrants outstanding, respectively, (ii) 2,349,996 and 1,600,000 stock options outstanding, respectively, (iii) 20,022,021 and 7,375,000 shares issuable upon conversion of convertible notes, respectively, and (iv) 628,750 and 940,000 unissued shares subject to future vesting requirements granted pursuant to the Company’s Employee Incentive Plan. Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers — Topic 606 In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash For public business entities, this ASU is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted. The amendments in this update should be applied retrospectively to all periods presented. The Company will adopt this standard on January 1, 2018 and will not have a material impact on the Company’s financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718 : Scope of Modification Accounting The Company will adopt this standard on January 1, 2018 and will not have a material impact on the Company’s financial statements. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity and Derivatives and Hedging The Company is currently evaluating the requirements of this new guidance and has not yet determined its impact on the Company’s financial statements. On December 22, 2017 the SEC staff issued Staff Accounting Bulletin 118 (SAB 118), which provides guidance on accounting for the tax effects of the Tax Cuts and Jobs Act (the TCJA). SAB 118 provides a measurement period that should not extend beyond one year from the enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the TCJA for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the TCJA is incomplete but for which they are able to determine a reasonable estimate, it must record a provisional amount in the financial statements. Provisional treatment is proper in light of anticipated additional guidance from various taxing authorities, the SEC, the FASB, and even the Joint Committee on Taxation. If a company cannot determine a provisional amount to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the TCJA. The Company has applied this guidance to its financial statements. |
Going Concern Matters and Liqui
Going Concern Matters and Liquidity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Going Concern Matters and Liquidity [Abstract] | ||
GOING CONCERN MATTERS AND LIQUIDITY | NOTE 3 – GOING CONCERN MATTERS AND LIQUIDITY As of June 30, 2018, the Company had a working capital deficit of $1,883,656 and accumulated deficit $7,096,587. For the six months ended June 30, 2018, the Company had a net loss of $2,391,357 and net cash used by operating activities of $1,222,947. Net cash used in investing activities was $201. Net cash provided by financing activities was $1,211,369, resulting principally from $805,500 net proceeds from the issuance of convertible notes, $645,503 from the proceeds of the sale of 631,204 shares of common stock and $101,450 proceeds from related party loans. Subsequent to June 30, 2018, the Company completed a $2,000,000 private placement of common stock and warrants with an institutional investor on July 18, 2018. The Company issued 3,900,000 shares of common stock, pre-funded warrants to purchase 4,100,000 shares of common stock, and warrants to purchase 8,000,000 shares of common stock, plus additional warrants to purchase shares of common stock that may become exercisable following the registration of the securities issued in the private placement. The Company’s cash balance and revenues generated are not currently sufficient and cannot be projected to cover its operating expenses for the next twelve months from the date of this report. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans include attempting to improve its business profitability and its ability to generate sufficient cash flow from its operations to meet its needs on a timely basis, obtaining additional working capital funds through equity and debt financing arrangements, and restructuring on-going operations to eliminate inefficiencies to raise cash balance in order to meet its anticipated cash requirements for the next twelve months from the date of this report. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company’s ongoing capital expenditures, working capital, and other requirements. Management intends to make every effort to identify and develop sources of funds. The outcome of these matters cannot be predicted at this time. There can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at all. The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital and achieve profitable operations. The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. During July 2016, HLYK entered into an Investment Agreement (the “Investment Agreement”) pursuant to which the investor has agreed to purchase up to $3,000,000 of HLYK common stock over a three-year period starting upon registration of the underlying shares, with such shares put to the investor by the Company pursuant to a specified formula that limits the number of shares able to be put to the investor to the number equal to the average trading volume of the Company’s common shares for the ten consecutive trading days prior to the put notice being issued. During the six months ended June 30, 2018, the Company received $327,818 from the proceeds of the sale of 1,856,480 shares pursuant to the Investment Agreement. The Company intends that the cost of implementing its development and sales efforts related to the HealthLynked Network, as well as maintaining its existing and expanding overhead and administrative costs, will be funded principally by cash received by the Company from the put rights associated with the Investment Agreement and supplemented by other funding mechanisms, including sales of the Company’s common stock, loans from related parties and convertible notes. The Company expects to repay its outstanding convertible notes, which have an aggregate face value of $1,751,750 as of June 30, 2018, from outside funding sources, including but not limited to new convertible notes payable, amounts available upon the exercise of the put rights granted to the Company under the Investment Agreement, sales of equity, loans from related parties and others or through the conversion of the convertible notes into equity. No assurances can be given that the Company will be able to access sufficient outside capital in a timely fashion in order to repay the convertible notes before they mature. If necessary funds are not available, the Company’s business and operations would be materially adversely affected and in such event, the Company would attempt to reduce costs and adjust its business plan. | NOTE 3 – GOING CONCERN MATTERS AND LIQUIDITY As of December 31, 2017, we had a working capital deficit of $2,102,923 and accumulated deficit $4,705,230. For the year ended December 31, 2017, we had a net loss of $2,581,011 and net cash used by operating activities of $1,619,269. Net cash used in investing activities was $16,147. Net cash provided by financing activities was $1,626,706, resulting principally from $848,639 from the proceeds of the sale of common stock, $429,500 net proceeds from the issuance of convertible notes, $338,470 proceeds from related party loans, and $148,510 proceeds from issuance of notes payable. Subsequent to December 31, 2017, we received additional $400,000 net proceeds from the sale of common stock and $120,000 from the issuance of convertible notes payable. We used a portion of the proceeds to retire convertible notes payable with a face value of $143,000. The Company’s cash balance and revenues generated are not currently sufficient and cannot be projected to cover its operating expenses for the next twelve months from the date of this report. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans include attempting to improve its business profitability and its ability to generate sufficient cash flow from its operations to meet its needs on a timely basis, obtaining additional working capital funds through equity and debt financing arrangements, and restructuring on-going operations to eliminate inefficiencies to raise cash balance in order to meet its anticipated cash requirements for the next twelve months from the date of this report. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company’s ongoing capital expenditures, working capital, and other requirements. Management intends to make every effort to identify and develop sources of funds. The outcome of these matters cannot be predicted at this time. There can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at all. The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital and achieve profitable operations. The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. During July 2016, HLYK entered into an Investment Agreement (the “Investment Agreement”) pursuant to which the investor has agreed to purchase up to $3,000,000 of HLYK common stock over a three-year period starting upon registration of the underlying shares, with such shares put to the investor by the Company pursuant to a specified formula that limits the number of shares able to be put to the investor to the number equal to the average trading volume of the Company’s common shares for the ten consecutive trading days prior to the put notice being issued. During the year ended December 31, 2017, the Company received $27,640 from the proceeds of the sale of 222,588/ shares pursuant to the Investment Agreement. The Company intends that the cost of implementing its development and sales efforts related to the HealthLynked Network, as well as maintaining its existing and expanding overhead and administrative costs, will be funded principally by cash received by the Company from the put rights associated with the Investment Agreement and supplemented by other funding mechanisms, including sales of the Company’s common stock, loans from related parties and convertible notes. The Company expects to repay its outstanding convertible notes, which have an aggregate face value of $1,078,500 as of December 31, 2017, from outside funding sources, including but not limited to amounts available upon the exercise of the put rights granted to the Company under the Investment Agreement, sales of equity, loans from related parties and others or through the conversion of the notes into equity. No assurances can be given that the Company will be able to access sufficient outside capital in a timely fashion in order to repay the convertible notes before they mature. If necessary funds are not available, the Company’s business and operations would be materially adversely affected and in such event, the Company would attempt to reduce costs and adjust its business plan. |
Deferred Offering Costs and Pre
Deferred Offering Costs and Prepaid Expenses | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Deferred Offering Costs and Prepaid Expenses [Abstract] | ||
DEFERRED OFFERING COSTS AND PREPAID EXPENSES | NOTE 4 – DEFERRED OFFERING COSTS AND PREPAID EXPENSES Deferred Offering Costs On July 7, 2016, the Company entered into the Investment Agreement with an accredited investor, pursuant to which an accredited investor agreed to invest up to $3,000,000 to purchase the Company’s common stock, par value of $.0001 per share. The purchase price for such shares shall be 80% of the lowest volume weighted average price of the Company’s common stock during the five consecutive trading days prior to the date on which written notice is sent by the Company to the investor stating the number of shares that the Company is selling to the investor, subject to certain discounts and adjustments. Further, for each $50,000 that the investor tenders to the Company for the purchase of shares of common stock, the investor was to be granted warrants for the purchase of an equivalent number of shares of common stock. The warrants were to expire five (5) years from their respective grant dates and have an exercise price equal to 130% of the weighted average purchase price for the respective “$50,000 increment.” On March 22, 2017, the Company and the investor entered into an Amended Investment Agreement (the “Amended Investment Agreement”) whereby the parties agreed to modify the terms of the Investment Agreement by providing that in lieu of granting the investor warrants for each $50,000 that the investor tenders to the Company, the Company granted to the investor warrants to purchase an aggregate of 7,000,000 shares of common stock. The warrants have the following fixed exercise prices: (i) 4,000,000 shares at $0.25 per share; (ii) 2,000,000 shares at $0.50 per share; and (iii) 1,000,000 shares at $1.00 per share. The warrants also contain a “cashless exercise” provision and the shares underlying the warrants will not be registered. The fair value of the warrants was calculated using the Black-Scholes pricing model at $56,635, with the following assumptions: risk-free interest rate of 1.95%, expected life of 5 years, volatility of 40%, and expected dividend yield of zero. On June 7, 2017, the Company also granted warrants to purchase 200,000 shares at $0.25 per share, 100,000 shares at $0.50 per share and 50,000 shares at $1.00 per share to an advisor as a fee in connection with the Amended Investment Agreement. The fair value of the warrants was calculated using the Black-Scholes pricing model at $96,990, with the following assumptions: risk-free interest rate of 1.74%, expected life of 5 years, volatility of 40%, and expected dividend yield of zero. This fair value of the warrants described above was recorded as a deferred offering cost and will be amortized over the period during which the Company can access the financing, which begins the day after a registration statement registering shares underlying the Investment Agreement is declared effective by the United States Securities and Exchange Commission (the “SEC”), and ends 3 years from that date. On May 15, 2017, the SEC declared effective a registration statement registering shares underlying the Investment Agreement. During the three months ended June 30, 2018 and 2017, the Company recognized $12,802 and $6,401, respectively, in general and administrative expense related to the cost of the warrants. During the six months ended June 30, 2018 and 2017, the Company recognized $25,604 and $6,401, respectively, in general and administrative expense related to the cost of the warrants. Prepaid Expenses On June 6, 2018, the Company granted three-year warrants to purchase 600,000 shares at an exercise price of $0.15 per share to two advisors for services to be provided over a six-month period. The fair value of the warrants was calculated using the Black-Scholes pricing model at $94,844, with the following assumptions: risk-free interest rate of 2.65%, expected life of 3 years, volatility of 286.98%, and expected dividend yield of zero. During each of the three and six months ended June 30, 2018, the Company recognized $12,439 in general and administrative expense related to the cost of the warrants. | NOTE 4 – DEFERRED OFFERING COSTS On July 7, 2016, the Company entered into the Investment Agreement with an accredited investor, pursuant to which an accredited investor agreed to invest up to $3,000,000 to purchase the Company’s common stock, par value of $.0001 per share. The purchase price for such shares shall be 80% of the lowest volume weighted average price of the Company’s common stock during the five consecutive trading days prior to the date on which written notice is sent by the Company to the investor stating the number of shares that the Company is selling to the investor, subject to certain discounts and adjustments. Further, for each $50,000 that the investor tenders to the Company for the purchase of shares of common stock, the investor was to be granted warrants for the purchase of an equivalent number of shares of common stock. The warrants were to expire five (5) years from their respective grant dates and have an exercise price equal to 130% of the weighted average purchase price for the respective “$50,000 increment.” On March 22, 2017, the Company and the investor entered into an Amended Investment Agreement (the “Amended Investment Agreement”) whereby the parties agreed to modify the terms of the Investment Agreement by providing that in lieu of granting the investor warrants for each $50,000 that the investor tenders to the Company, the Company granted to the investor warrants to purchase an aggregate of 7,000,000 shares of common stock. The warrants have the following fixed exercise prices: (i) 4,000,000 shares at $0.25 per share; (ii) 2,000,000 shares at $0.50 per share; and (iii) 1,000,000 shares at $1.00 per share. The warrants also contain a “cashless exercise” provision and the shares underlying the warrants will not be registered. The fair value of the warrants was calculated using the Black-Scholes pricing model at $56,635, with the following assumptions: risk-free interest rate of 1.95%, expected life of 5 years, volatility of 40%, and expected dividend yield of zero. On June 7, 2017, the Company also granted warrants to purchase 200,000 shares at $0.25 per share, 100,000 shares at $0.50 per share and 50,000 shares at $1.00 per share to an advisor as a fee in connection with the Amended Investment Agreement. The fair value of the warrants was calculated using the Black-Scholes pricing model at $96,990, with the following assumptions: risk-free interest rate of 1.74%, expected life of 5 years, volatility of 40%, and expected dividend yield of zero. This fair value of the warrants was recorded as a deferred offering cost and will be amortized over the period during which the Company can access the financing, which begins the day after a registration statement registering shares underlying the Investment Agreement is declared effective by the United States Securities and Exchange Commission (the “SEC”), and ends 3 years from that date. On May 15, 2017, the SEC declared effective a registration statement registering shares underlying the Investment Agreement. During the year ended December 31, 2017, the Company recognized $32,005 in general and administrative expense related to the cost of the warrants. |
Property, Plant, and Equipment
Property, Plant, and Equipment | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Property, Plant, and Equipment [Abstract] | ||
PROPERTY, PLANT, AND EQUIPMENT | NOTE 9 – CONVERTIBLE NOTES PAYABLE Convertible notes payable as of June 30, 2018 and December 31, 2017 are comprised of the following: June 30, December 31, 2018 2017 $550k Note - July 2016 $ 612,409 * $ 550,000 $50k Note - July 2016 59,771 * 50,000 $111k Note - May 2017 123,053 * 111,000 $53k Note - July 2017 --- 53,000 $35k Note - September 2017 --- 35,000 $55k Note - September 2017 --- 55,000 $53k Note II - October 2017 --- 53,000 $171.5k Note - October 2017 171,500 171,500 $57.8k Note - January 2018 57,750 --- $112.8k Note - February 2018 112,750 --- $83k Note - February 2018 83,000 --- $105k Note - March 2018 105,000 --- $63k Note - April 2018 63,000 --- $57.8k Note - April 2018 57,750 --- $90k Note - April 2018 90,000 --- $53k Note II - April 2018 53,000 --- $68.3k Note - May 2018 68,250 --- $37k Note May 2018 37,000 --- $63k Note II - May 2018 63,000 --- $78.8k Note - May 2018 78,750 --- 1,835,983 1,078,500 Less: unamortized discount (689,883 ) (266,642 ) Convertible notes payable, net of original issue discount and debt discount 1,146,100 811,858 Less: convertible notes payable, long term portion (795,233 ) --- Convertible notes payable, current portion $ 350,867 $ 811,858 * - Denotes that convertible note payable is carried at fair value Convertible Notes Payable ($550,000) – July 2016 On July 7, 2016, the Company entered into a 6% fixed convertible secured promissory note with an investor with a face value of $550,000 (the “$550k Note”). The $550k Note is convertible into shares of the Company’s common stock at the discretion of the note holder at a fixed price of $0.08 per share, and is secured by all of the Company’s assets. The Company received $500,000 net proceeds from the note after a $50,000 original issue discount. The $550k Note was originally scheduled to mature on April 11, 2017, but the maturity date was extended to July 7, 2018 during August 2017 and to December 31, 2019 during July 2018. The discount from the original issue discount, warrants and embedded conversion feature (“ECF”) associated with the $550k Note was amortized over the original life of the note. There was no amortization of such discounts in the three or six months ended June 30, 2018 or 2017. As of June 30, 2018, the unamortized discount was $-0- and the $550k Note was convertible into 6,875,000 of the Company’s common shares. The $550k Note is carried at fair value due to an extinguishment and reissuance recorded in 2017 and is revalued at each period end, with changes to fair value recorded to the statement of operations under “Change in Fair Value of Debt.” The fair value of this instrument as of June 30, 2018 was $612,408. During the three months ended June 30, 2018 and 2017, a change in fair value of debt related to this instrument was recorded in the amount of $16,110 and $-0-, respectively. During the six months ended June 30, 2018 and 2017, a change in fair value of debt related to this instrument was recorded in the amount of $62,408 and $-0-, respectively. During the six months ended June 30, 2018 and 2017, the Company made no repayments on this instrument. During the three months ended June 30, 2018 and 2017, the Company recorded interest expense on this instrument totaling $8,227 and $8,227, respectively. During the six months ended June 30, 2018 and 2017, the Company recorded interest expense on this instrument totaling $16,364 and $16,364, respectively. Convertible Notes Payable ($50,000) – July 2016 On July 7, 2016, the Company entered into a 10% fixed convertible commitment fee promissory note with an investor with a face value of $50,000 (the “$50k Note”). The $50k Note was originally scheduled to mature on April 11, 2017, but the maturity date was extended to July 11, 2018 during August 2017 and to December 31, 2019 during July 2018. The $50k note was issued as a commitment fee payable to the Investment Agreement investor in exchange for the investor’s commitment to enter into the Investment Agreement, subject to registration of the shares underlying the Investment Agreement. The $50k Note is convertible into shares of the Company’s common stock at the discretion of the note holder at a fixed price of $0.10 per share. As of June 30, 2018, the $50k Note was convertible into 500,000 of the Company’s common shares. The $50k Note is carried at fair value due to an extinguishment and reissuance recorded in 2017 and is revalued at each period end, with changes to fair value recorded to the statement of operations under “Change in Fair Value of Debt.” The fair value of this instrument as of June 30, 2018 was $59,771. During the three months ended June 30, 2018 and 2017, a change in fair value of debt related to this instrument was recorded in the amount of $1,572 and $-0-, respectively. During the six months ended June 30, 2018 and 2017, a change in fair value of debt related to this instrument was recorded in the amount of $9,771 and $-0, respectively. During the six months ended June 30, 2018 and 2017, the Company made no repayments on this instrument. During the three months ended June 30, 2018 and 2017, the Company recorded interest expense on this instrument totaling $1,247 and $1,247, respectively. During the six months ended June 30, 2018 and 2017, the Company recorded interest expense on this instrument totaling $2,479 and $2,479, respectively. Convertible Notes Payable ($111,000) – May 2017 On May 22, 2017, the Company entered into a 10% fixed convertible secured promissory note with an investor with a face value of $111,000 (the “$111k Note”). The $111k Note is convertible into shares of the Company’s common stock at the discretion of the note holder at a fixed price of $0.35 per share, and is secured by all of the Company’s assets. The Company received $100,000 net proceeds from the note after an $11,000 original issue discount. At inception, the investors were also granted a five-year warrant to purchase 133,333 shares of the Company’s common stock at an exercise price of $0.75 per share. On March 28, 2018, in exchange for a five-year warrant to purchase 125,000 shares of HLYK common stock at an exercise price of $0.05 per share, the holder of the $111k Note agreed to extend the maturity date from the original date of January 22, 2018 until July 11, 2018. The fair value of the warrants using Black/Scholes was $10,199 with the following assumptions: risk-free interest rate of 2.59%, expected life of 5 years, volatility of 578.45%, and expected dividend yield of zero. The issuance of the warrants in exchange for the maturity extension was treated as an extinguishment and reissuance of existing debt pursuant to the guidance of ASC 470-50. Accordingly, the $111k Note is carried at fair value and is revalued at each period end, with changes to fair value recorded to the statement of operations under “Change in Fair Value of Debt.” The fair value of this instrument as of June 30, 2018 was $123,503. During the three months ended June 30, 2018 and 2017, a change in fair value of debt related to this instrument was recorded in the amount of $3,238 and $-0-, respectively. During the six months ended June 30, 2018 and 2017, a change in fair value of debt related to this instrument was recorded in the amount of $3,238 and $-0, respectively. In July 2018, the maturity was further extended until December 31, 2019. Amortization expense related to discounts on this instrument in the three months ended June 30, 2018 and 2017 was $-0- and $12,287, respectively. Amortization expense related to discounts in the six months ended June 30, 2018 and 2017 was $6,931and $12,287, respectively. As of June 30, 2018, the unamortized discount was $-0-. As of June 30, 2018, this instrument was convertible into 317,143 of the Company’s common shares. During the six months ended June 30, 2018 and 2017, the Company made no repayments on this instrument. During the three months ended June 30, 2018 and 2017, the Company recorded interest expense on this instrument totaling $4,078 and $1,767, respectively. During the six months ended June 30, 2018 and 2017, the Company recorded interest expense on this instrument totaling $8,246 and $1,767, respectively. Convertible Notes Payable ($53,000) – July 2017 On July 10, 2017, the Company entered into a securities purchase agreement for the sale of a $53,000 convertible note (the “$53k Note”) to PULG. The $53k Note included a $3,000 original issue discount, for net proceeds of $50,000. The $53k Note has an interest rate of 10% and a default interest rate of 22%. The $53k Note may be converted into common stock of the Company by the holder at any time following 180 days after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the average of the three (3) lowest closing bid prices during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the Note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the $53k Note, 150% of the outstanding principal and any interest due amount shall be immediately due. The discount resulting from the original issue discount and embedded conversion feature was being amortized over the life of the $53k Note, which was schedule to mature on April 15, 2018. Amortization expense related to the discount in the three months ended June 30, 2018 and 2017 was $1,520 and $-0-, respectively and amortization expense in the six months ended June 30, 2018 and 2017 was $1,520 and $-0-. On January 8, 2018, the Company prepaid the balance on the $53k Note, including accrued interest, for a one-time cash payment of $74,922. The Company recognized a gain on debt extinguishment in the six months ended June 30, 2018 in connection with the repayment, as follows: Cash repayment $ 74,922 Less face value of convertible note payable retired (53,000 ) Less carrying value of derivative financial instruments arising from ECF (53,893 ) Less accrued interest (2,644 ) Plus carrying value of discount at extinguishment 18,427 Gain on extinguishment of debt $ (16,188 ) Convertible Notes Payable ($35,000) – September 2017 On September 7, 2017, the Company entered into a securities purchase agreement for the sale of a $35,000 convertible note (the “$35k Note”) to PULG. The $35k Note included a $3,000 original issue discount, for net proceeds of $32,000. The $35k Note has an interest rate of 10% and a default interest rate of 20%. The $35k Note may be converted into common stock of the Company by the holder at any time following 180 days after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the average of the three (3) lowest closing bid prices during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the $35k Note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the $35k Note, 150% of the outstanding principal and any interest due amount shall be immediately due. The discount resulting from the original issue discount and embedded conversion feature was being amortized over the life of the $35k Note, which was schedule to mature on June 15, 2018. Amortization expense related to the discount in the three months ended June 30, 2018 and 2017 was $614 and $-0-, respectively, and in the six months ended June 30, 2018 and 2017 was $614 and $-0-, respectively. On March 5, 2018, the Company prepaid the balance on the $35k Note, including accrued interest, for a one-time cash payment of $49,502. The Company recognized a gain on debt extinguishment in the six months ended June 30, 2018 in connection with the repayment, as follows: Cash repayment $ 49,502 Less face value of convertible note payable retired (35,000 ) Less carrying value of derivative financial instruments arising from ECF (37,269 ) Less accrued interest (1,716 ) Plus carrying value of discount at extinguishment 12,705 Gain on extinguishment of debt $ (11,778 ) Convertible Notes Payable ($55,000) – September 2017 On September 11, 2017, the Company entered into a securities purchase agreement for the sale of a $55,000 convertible note (the “$55k Note”) to Crown Bridge Partners LLC. The $55k Note included a $7,500 original issue discount, for net proceeds of $47,500. The 55k Note has an interest rate of 10% and a default interest rate of 12%. The $55k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 60% multiplied by the lowest one (1) trading price for the Common Stock during the twenty (20) trading day period ending on the last complete trading day prior to the date of conversion. If, at any time while the $55k Note is outstanding, the conversion price pursuant to this formula is equal to or lower than $0.10, then an additional ten percent (10%) discount shall be factored into the conversion price until the $55k Note is no longer outstanding. In the event that shares of the Company’s Common Stock are not deliverable via DWAC following the conversion of any amount hereunder, an additional ten percent (10%) discount shall be factored into the Variable Conversion Price until the $55k Note is no longer outstanding. The discount resulting from the original issue discount and embedded conversion feature was being amortized over the life of the $55k Note, which was schedule to mature on September 11, 2018. Amortization expense related to the discount in the three months ended June 30, 2018 and 2017 was $1,085 and $-0-, respectively, and in the six months ended June 30, 2018 and 2017 was $1,085 and $-0-, respectively. On March 13, 2018, the Company prepaid the balance on the $55k Note, including accrued interest, for a one-time cash payment of $85,258. The Company recognized a gain on debt extinguishment in the six months ended June 30, 2018 in connection with the repayment, as follows: Cash repayment $ 85,258 Less face value of convertible note payable retired (55,000 ) Less carrying value of derivative financial instruments arising from ECF (69,687 ) Less accrued interest (2,759 ) Plus carrying value of discount at extinguishment 27,425 Gain on extinguishment of debt $ (14,763 ) Convertible Notes Payable ($53,000) – October 2017 On October 23, 2017, the Company entered into a securities purchase agreement for the sale of a $53,000 convertible note (the “$53k Note II”) to PULG. The $53k Note II included a $3,000 original issue discount, for net proceeds of $50,000. The $53k Note II has an interest rate of 10% and a default interest rate of 20%. The $53k Note II may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 39% discount to the average of the three (3) lowest closing bid prices during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the Note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due. The discount resulting from the original issue discount and embedded conversion feature was being amortized over the life of the $53k Note II, which was schedule to mature on July 30, 2018. Amortization expense related to the discount in the three months ended June 30, 2018 and 2017 was $3,407 and $-0-, respectively, and in the six months ended June 30, 2018 and 2017 was $20,443 and $-0-, respectively. On April 18, 2018, the Company prepaid the balance on the $53k Note II, including accrued interest, for a one-time cash payment of $75,000. The Company recognized a gain on debt extinguishment in the six months ended June 30, 2018 in connection with the repayment, as follows: Cash repayment $ 75,000 Less face value of convertible note payable retired (53,000 ) Less carrying value of derivative financial instruments arising from ECF (55,790 ) Less accrued interest (2,571 ) Plus carrying value of discount at extinguishment 19,496 Gain on extinguishment of debt $ (16,865 ) Convertible Notes Payable ($171,500) – October 2017 On October 27, 2017, the Company entered into a securities purchase agreement for the sale of a $171,500 convertible note (the “$171.5k Note”) to an individual lender. The $171.5k Note included a $21,500 original issue discount, for net proceeds of $150,000. The $171.5k Note has an interest rate of 10% and a default interest rate of 22% and matures on October 26, 2018. The $171.5k Note may be converted into common stock of the Company by the holder at any time following 180 days after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 35% discount to the lowest closing bid price during the twenty (20) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the $171.5k Note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the $171.5k Note, 150% of the outstanding principal and any interest due amount shall be immediately due. Amortization expense related to discounts on this instrument in the three months ended June 30, 2018 and 2017 was $42,875 and $-0-, respectively. Amortization expense related to discounts in the six months ended June 30, 2018 and 2017 was $85,279 and $-0-, respectively. As of June 30, 2018, the unamortized discount was $55,596. During the six months ended June 30, 2018 and 2017, the Company made no repayments on this instrument. During the three months ended June 30, 2018 and 2017, the Company recorded interest expense on this instrument totaling $4,276 and $-0-, respectively. During the six months ended June 30, 2018 and 2017, the Company recorded interest expense on this instrument totaling $8,504 and $-0-, respectively. Convertible Notes Payable ($57,750) – January 2018 On January 2, 2018, the Company entered into a securities purchase agreement for the sale of a $57,750 convertible note (the “$58k Note”). The transaction closed on January 3, 2018. The $58k Note included a $5,250 original issue discount and $2,500 fee for net proceeds of $50,000. The $58k Note has an interest rate of 10% and a default interest rate of 18% and matures on January 2, 2019. The $58k Note was convertible into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 40% discount to the lowest bid or trading price of the Company’s common stock during the twenty (20) trading days prior to the conversion date. On June 26, 2018, the holder agreed, without consideration, to reduce the discount to 28% of the volume weighted average price of the Company’s common stock for the 10 days prior to the conversion date. Because this the change in terms resulted in a decrease to the value of the ECF, no amounts were recorded to reflect the change in terms. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the Note, 200% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due. The fair value of the ECF of the $58k Note was calculated using the Black-Scholes pricing model at $82,652, with the following assumptions: risk-free interest rate of 1.83%, expected life of 1 year, volatility of 264.29%, and expected dividend yield of zero. Because the fair value of the ECF exceeded the net proceeds from the $58k Note, a charge was recorded to “Financing cost” for the excess of the fair value of the fair value of the ECF of $82,652 over the net proceeds from the note of $50,000, for a net charge of $32,652. The ECF qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The final allocation of the proceeds at inception was as follows: Embedded conversion feature $ 82,652 Original issue discount and fees 7,750 Financing cost (32,652 ) Convertible note --- Notes payable and bank loans, long-term portion $ 57,750 Amortization expense related to discounts on this instrument in the three months ended June 30, 2018 and 2017 was $14,398 and $-0-, respectively. Amortization expense related to discounts in the six months ended June 30, 2018 and 2017 was $28,321and $-0-, respectively. As of June 30, 2018, the unamortized discount was $29,429. During the six months ended June 30, 2018 and 2017, the Company made no repayments on this instrument. During the three months ended June 30, 2018 and 2017, the Company recorded interest expense on this instrument totaling $1,440 and $-0-, respectively. During the six months ended June 30, 2018 and 2017, the Company recorded interest expense on this instrument totaling $2,832 and $-0-, respectively. Convertible Notes Payable ($112,750) – February 2018 On February 2, 2018, the Company entered into a securities purchase agreement for the sale of a $112,750 convertible note (the “$113k Note”). The transaction closed on February 8, 2018. The $113k Note included $12,750 fees for net proceeds of $100,000. The $113k Note has an interest rate of 10% and a default interest rate of 24% and matures on February 2, 2019. The $113k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 40% discount to the lowest bid or trading price of the Company’s common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the Note, 200% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due. The fair value of the ECF of the $113k Note was calculated using the Black-Scholes pricing model at $161,527, with the following assumptions: risk-free interest rate of 1.88%, expected life of 1 year, volatility of 264.93%, and expected dividend yield of zero. Because the fair value of the ECF exceeded the net proceeds from the $113k Note, a charge was recorded to “Financing cost” for the excess of the fair value of the fair value of the ECF of $161,527 over the net proceeds from the note of $100,000, for a net charge of $61,527. The ECF qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The final allocation of the proceeds at inception was as follows: Embedded conversion feature $ 161,527 Original issue discount and fees 12,750 Financing cost (61,527 ) Convertible note --- Notes payable and bank loans, long-term portion $ 112,750 The discounts resulting from the original issue discount, warrants and embedded conversion feature are being amortized over the life of the $113k Note. Amortization expense related to discounts on this instrument in the three months ended June 30, 2018 and 2017 was $28,110 and $-0-, respectively. Amortization expense related to discounts in the six months ended June 30, 2018 and 2017 was $45,718 and $-0-, respectively. As of June 30, 2018, the unamortized discount was $67,032. During the six months ended June 30, 2018 and 2017, the Company made no repayments on this instrument. During the three months ended June 30, 2018 and 2017, the Company recorded interest expense on this instrument totaling $2,811 and $-0-, respectively. During the six months ended June 30, 2018 and 2017, the Company recorded interest expense on this instrument totaling $4,572 and $-0-, respectively. Convertible Notes Payable ($83,000) – February 2018 On February 13, 2018, the Company entered into a securities purchase agreement for the sale of a $83,000 convertible note (the “$83k Note”). The transaction closed on February 21, 2018. The $83k Note included $8,000 fees for net proceeds of $75,000. The $83k Note has an interest rate of 10% and a default interest rate of 24% and matures on February 13, 2019. The $113k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 40% discount to the lowest bid or trading price of the Company’s common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default, 200% of the outstanding principal and any interest due amount shall be immediately due. The fair value of the ECF of the $83k Note was calculated using the Black-Scholes pricing model at $119,512, with the following assumptions: risk-free interest rate of 1.95%, expected life of 1 year, volatility of 268.44%, and expected dividend yield of zero. Because the fair value of the ECF exceeded the net proceeds from the $83k Note, a charge was recorded to “Financing cost” for the excess of the fair value of the fair value of the ECF of $119,512 over the net proceeds from the note of $75,000, for a net charge of $44,512. The ECF qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The final allocation of the proceeds at inception was as follows: Embedded conversion feature $ 119,512 Original issue discount and fees 8,000 Financing cost (44,512 ) Convertible note --- Notes payable and bank loans, long-term portion $ 83,000 The discounts resulting from the original issue discount, warrants and embedded conversion feature are being amortized over the life of the $83k Note. Amortization expense related to discounts on this instrument in the three months ended June 30, 2018 and 2017 was $20,693 and $-0-, respectively. Amortization expense related to discounts in the six months ended June 30, 2018 and 2017 was $31,153 and $-0-, respectively. As of June 30, 2018, the unamortized discount was $51,847. During the six months ended June 30, 2018 and 2017, the Company made no repayments on this instrument. During the three months ended June 30, 2018 and 2017, the Company recorded interest expense on this instrument totaling $2,069 and $-0-, respectively. During the six months ended June 30, 2018 and 2017, the Company recorded interest expense on this instrument totaling $3,115 and $-0-, respectively. Convertible Notes Payable ($105,000) – March 2018 On March 5, 2018, the Company entered into a securities purchase agreement for the sale of a $105,000 convertible note (the “$105k Note”). The transaction closed on March 12, 2018. The $105k Note included $5,000 fees for net proceeds of $100,000. The $105k Note has an interest rate of 10% and a default interest rate of 24% and matures on March 5, 2019. The $113k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 9.9% beneficial ownership limitation, at a conversion price per share equal to 40% discount to the lowest bid or trading price of the Company’s common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default, 110-150% of the outstanding principal and any interest due amount shall be immediately due, depending on the nature of the breach. The fair value of the ECF of the $105k Note was calculated using the Black-Scholes pricing model at $153,371, with the following assumptions: risk-free interest rate of 2.06%, expected life of 1 year, volatility of 278.96%, and expected dividend yield of zero. Because the fair value of the ECF exceeded the net proceeds from the $105k Note, a charge was recorded to “Financing cost” for the excess of the fair value of the fair value of the ECF of $153,371 over the net proceeds from the note of $100,000, for a net charge of $53,371. The ECF qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The final allocation of the proceeds at inception was as follows: Embedded conversion feature $ 153,371 Original issue discount and fees 5,000 Financing cost (53,371 ) Convertible note --- Notes payable and bank loans, long-term portion $ 105,000 The discounts resulting from the original issue discount, warrants and embedded conversion feature are being amortized over the life of the $105k Note. Amortization expense related to discounts on this instrument in the three months ended June 30, 2018 and 2017 was $26,178 and $-0-, respectively. Amortization expense related to discounts in the six months ended June 30, 2018 and 2017 was $33,658 and $-0-, respectively. As of June 30, 2018, the unamortized discount was $71,342. During the six months ended June 30, 2018 and 2017, the Company made no repayments on this instrument. During the three months ended June 30, 2018 and 2017, the Company recorded interest expense on this instrument totaling $2,618 and $-0-, respectively. During the six months ended June 30, 2018 and 2017, the Company recorded interest expense on this instrument totaling $3,366 and $-0-, respectively. Convertible Notes Payable ($63,000) – April 2018 On April 2, 2018, the Company entered into a securities purchase agreement for the sale of a $63,000 convertible note (the “$63k Note”). The transaction closed on April 3, 2018. The $63k Note included $3,000 fees for net proceeds of $60,000. The $63k Note has an interest rate of 10% and a default interest rate of 22% and matures on January 15, 2019. The $63k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company’s common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the Note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due. The fair value of the ECF of the $63k Note was calculated using the Black-Scholes pricing model at $83,806, with the following assumptions: risk-free interest rate of 2.08%, expected life of 0.79 years, volatility of 260.76%, and expected dividend yield of zero. Because the fair value of the ECF exceeded the net proceeds, a charge was recorded to “Financing cost” for the excess of the fair value of the fair value of the ECF of $83,806 over the net proceeds from the note of $60,000, for a net charge of $23,806. The ECF qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The final allocation of the proceeds at inception was as follows: Embedded conversion feature $ 83,806 Original issue discount and fees 3,000 Financing cost (23,806 ) Convertible note --- Notes payable and bank loans, long-term portion $ 63,000 The discounts resulting from the original issue discount, warrants and embedded conversion feature are being amortized over the life of the note. Amortization expense related to discounts on this instrument in the three and six months ended June 30, 2018 was $19,469. As of June 30, 2018, the unamortized discount was $43,531. During the six months ended June 30, 2018 and 2017, the Company made no repayments on this instrument. During the thre | NOTE 5 – PROPERTY, PLANT, AND EQUIPMENT Property, plant and equipment at December 31, 2017 and 2016 are as follows: December 31, 2017 2016 Capital Lease equipment $ 343,492 $ 343,492 Telephone equipment 12,308 12,308 Furniture, Transport and Office equipment 435,967 419,821 Total Property, plant and equipment 791,767 775,621 Less: accumulated depreciation (728,391 ) (704,785 ) Property, plant and equipment, net $ 63,376 $ 70,836 Depreciation expense during the years ended December 31, 2017 and 2016 was $23,606 and $16,461, respectively. |
Notes Payable and Other Amounts
Notes Payable and Other Amounts Due to Related Party | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Notes Payable and Other Amounts Due to Related Party [Abstract] | ||
NOTES PAYABLE AND OTHER AMOUNTS DUE TO RELATED PARTY | NOTE 6 – NOTES PAYABLE AND OTHER AMOUNTS DUE TO RELATED PARTY Amounts due to related parties as of June 30, 2018 and December 31, 2017 were comprised of the following: June 30, December 31, 2018 2017 Due to related party: Deferred compensation, Dr. Michael Dent $ 300,600 $ 300,600 Accrued interest payable to Dr. Michael Dent 95,853 63,245 Total due to related party 396,453 363,845 Notes payable to related party: Notes payable to Dr. Michael Dent, current portion --- 553,550 Notes payable to Dr. Michael Dent, long term portion 665,452 --- Total notes payable to related party $ 665,452 $ 553,550 Notes Payable to Dr. Michael Dent Prior to August 2014, NWC was owned and controlled by the Company’s Chief Executive Officer, Dr. Michael Dent (“DMD”). DMD first provided an up to $175,000 unsecured note payable to the Company with a 0% interest rate. During 2013 the limit on the unsecured Note Payable was increased up to $500,000 and during 2014 it was increased to $750,000 with a maturity date of December 31, 2017. During January 2017, the note was again amended to extend the maturity date until December 31, 2018, to accrue interest on outstanding balances after January 1, 2017 at a rate of 10% per annum, and to fix interest accrued on balances between January 1, 2015 and December 31, 2016 at an amount equal to $22,108 (the “$750k DMD Note”). All principal and interest is due at maturity of the $750k DMD Note. Interest accrued on the $750k DMD Note as of June 30, 2018 and December 31, 2017 was $55,665 and $43,963, respectively. The carrying values of notes payable to Dr. Michael Dent as of June 30, 2018 were as follows: Inception Date Maturity Date Borrower Interest Rate Amount January 12, 2017 January 13, 2019 HLYK 10 % $ 39,295 * January 18, 2017 January 19, 2019 HLYK 10 % 22,454 * January 24, 2017 January 15, 2019 HLYK 10 % 56,136 * February 9, 2017 February 10, 2019 HLYK 10 % 33,363 * April 20, 2017 April 21, 2019 HLYK 10 % 10,911 * June 15, 2017 June 16, 2019 HLYK 10 % 34,793 * August 17, 2017 August 18, 2018 HLYK 10 % 20,000 August 24, 2017 August 25, 2018 HLYK 10 % 37,500 September 7, 2017 September 8, 2018 HLYK 10 % 35,000 September 21, 2017 September 22, 2018 HLYK 10 % 26,500 September 29, 2017 September 30, 2018 HLYK 10 % 12,000 December 21, 2017 December 22, 2018 HLYK 10 % 14,000 January 8, 2018 January 9, 2019 HLYK 10 % 75,000 January 11, 2018 January 12, 2019 HLYK 10 % 9,000 January 26, 2018 January 27, 2019 HLYK 10 % 17,450 January 3, 2014 December 31, 2018 NWC 10 % 222,050 $ 665,452 * - Denotes that note payable is carried at fair value On July 18, 2018, in connection with a $2,000,000 private placement by a third party investor, Dr. Dent agreed to extend the maturity date on all of the above notes until December 31, 2019. Interest accrued on the above unsecured promissory notes as of June 30, 2018 and December 31, 2017 was $40,218 and $19,350, respectively. On February 12, 2018, the Company issued a warrant to purchase 6,678,462 shares of common stock to DMD as an inducement to (i) extend the maturity dates of up to $439,450 loaned by Dr. Dent to the Company in 2017 and 2018 in the form of unsecured promissory notes, including $75,000 loaned from Dr. Dent to the Company in January 2018 to allow the Company to retire an existing convertible promissory note payable to Power-up Lending Group Ltd. before such convertible promissory note became eligible for conversion, and (ii) provide continued loans to the Company. The warrant is immediately exercisable at an exercise price of $0.065 per share, subject to adjustment, and expires five years after the date of issuance. The fair value of the warrants was calculated using the Black-Scholes pricing model at $337,466, with the following assumptions: risk-free interest rate of 2.56%, expected life of 5 years, volatility of 268.90%, and expected dividend yield of zero. On March 28, 2012, DMD agreed to extend the maturity dates of promissory notes with an aggregate face value of $177,500, which were originally scheduled to mature before June 30, 2018, by one year from the original maturity date. Because the fair value of the warrants was greater than 10% of the present value of the remaining cash flows under the modified promissory notes, the transaction was treated as a debt extinguishment and reissuance of new debt instruments pursuant to the guidance of ASC 470-50 “Debt – Modifications and Extinguishments” (“ASC 470-50"). A loss on debt extinguishment was recorded in the amount of $348,938, equal to the fair value of the warrants of $337,466, plus the excess of $11,472 of the fair value of the reissued debt instruments over the carrying value of the existing debt instruments. The change in fair value of the reissued debt instruments subsequent to the reissuance date was $4,532 in the three months ended June 30, 2018 and $7,981 in the six months ended June 30, 2018, which is included in “Change in fair value of debt.” MedOffice Direct During 2017, the Company entered into an agreement with MedOffice Direct (“MOD”), a company majority-owned by the Company’s CEO and largest shareholder, Dr. Michael Dent, pursuant to which the Company will pay rent to MOD in the amount of $2,040 per month for office space in MOD’s facility used by the Company and its employees for the period from January 1, 2017 through July 31, 2018. During the three months ended June 30, 2018 and 2017, the Company recognized rent expense to MOD in the amount of $6,120 and $6,120, respectively. During the six months ended June 30, 2018 and 2017, the Company recognized rent expense to MOD in the amount of $12,240 and $12,240, respectively. The Company had prepaid an additional $18,217 toward future rent as of June 30, 2018. During 2017, the Company entered into a separate Marketing Agreement with MOD pursuant to which MOD agreed to market the HealthLynked Network to its physician practice clients, in exchange for a semi-annual fee of $25,000. This agreement was terminated effective April 1, 2018. During the three months ended June 30, 2018 and 2017, the Company recognized general and administrative expense in the amount of $-0- and $25,000, respectively, pursuant to this agreement. During the six months ended June 30, 2018 and 2017, the Company recognized general and administrative expense in the amount of $12,500 and $25,000, respectively, pursuant to this agreement. On July 1, 2018 HLYK and MOD signed a marketing and service agreement where HLYK will include MOD offering as part of its product offering to Physicians and HLYK will receive 8% of revenue for new sales related to MOD products sold by the HLYK sales team. The revenue percentage will be split between HLYK and the HLYK sales representative. | NOTE 6 – DUE TO RELATED PARTY Amounts due to related parties as of December 31, 2017 and 2016 were comprised of the following: December 31, 2017 2016 Current portion: Due to Dr. Michael Dent $ 616,795 $ --- Deferred compensation, Dr. Michael Dent 300,600 300,600 Due to MedOffice Direct --- 11,192 Total current portion 917,395 311,792 Long term portion: Due to Dr. Michael Dent --- 237,157 Total due to related parties $ 917,395 $ 548,949 Dr. Michael Dent Prior to August 2014, NWC was owned and controlled by the Company’s Chief Executive Officer, Dr. Michael Dent (“DMD”). DMD first provided an up to $175,000 unsecured note payable to the Company with a 0% interest rate. During 2013 the limit on the unsecured Note Payable was increased up to $500,000 and during 2014 it was increased to $750,000 with a maturity date of December 31, 2017. During January 2017, the note was again amended to extend the maturity date until December 31, 2018, to accrue interest on outstanding balances after January 1, 2017 at a rate of 10% per annum, and to fix interest accrued on balances between January 1, 2015 and December 31, 2016 at an amount equal to $22,108 (the “$750k DMD Note”). All principal and interest is due at maturity of the $750k DMD Note. Interest accrued on the $750k DMD Note as of December 31, 2017 and 2016 was $43,963 and $22,108, respectively. During the year ended December 31, 2017, the Company borrowed $322,500 from Dr. Dent under unsecured promissory notes as follows: Inception Date Maturity Date Interest Rate Amount January 12, 2017 January 13, 2018 10 % $ 35,000 January 18, 2017 January 19, 2018 10 % 20,000 January 24, 2017 January 15, 2018 10 % 50,000 February 9, 2017 February 10, 2018 10 % 30,000 April 20, 2017 April 21, 2018 10 % 10,000 June 15, 2017 June 16, 2018 10 % 32,500 August 17, 2017 August 18, 2018 10 % 20,000 August 24, 2017 August 25, 2018 10 % 37,500 September 7, 2017 September 8, 2018 10 % 35,000 September 21, 2017 September 22, 2018 10 % 26,500 September 29, 2017 September 30, 2018 10 % 12,000 December 21, 2017 December 22, 2018 10 % 14,000 $ 322,500 Interest accrued on the 2017 DMD Notes as of December 31, 2017 and 2016 was $19,350 and -0-, respectively. During March 2018, the maturity date on notes payable to DMD maturing on April 21, 2108 or earlier were extended by one year. MedOffice Direct During 2016, MedOffice Direct (“MOD”), a company majority-owned by the Company’s CEO and largest shareholder, Dr. Michael Dent, paid a direct obligation of the Company in the amount of $25,000. The Company also paid direct obligations of MOD totaling $13,808 in 2016, resulting in an amount payable to MOD of $11,192 as of December 31, 2016. This amount was paid in full in January 2017. During the year ended December 31, 2017, the Company entered into an agreement with MOD pursuant to which the Company will pay rent to MOD in the amount of $2,040 per month for office space in MOD’s facility used by the Company and its employees for the period from January 1, 2017 through July 31, 2018. During the years ended December 31, 2017 and 2016, the Company recognized rent expense related to the marketing agreement in the amount of $24,480 and $-0-, respectively, pursuant to this agreement and had prepaid an additional $24,459 toward future rent as of December 31, 2017. |
Capital Lease
Capital Lease | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Capital Lease/Notes Payable/Convertible Notes Payable [Abstract] | ||
CAPITAL LEASE | NOTE 7 – CAPITAL LEASE Capital lease obligations as of June 30, 2018 and December 31, 2017 are comprised of the following: June 30, December 31, 2018 2017 Note payable, New Everbank Lease $ 32,109 $ 39,754 Less: note payable, New Everbank Lease (Capital leases), current portion (19,877 ) (18,348 ) Notes payable, bank loans and capital leases, long-term portion $ 12,232 $ 21,406 In March 2015, the Company entered into a capital equipment finance lease for Ultra Sound equipment with Everbank. There was no interest on this lease. The monthly payment is $1,529 for 60 months ending in March 2020. As of June 30, 2018, the Company owed Everbank $32,109 pursuant to this capital lease. During the three months ended June 30, 2018 and 2017, the Company made payments on this capital lease of $4,587 and $4,587, respectively. During the six months ended June 30, 2018 and 2017, the Company made payments on this capital lease of $7,645 and $9,174, respectively. Future minimum payments to which the Company is obligated pursuant to the capital leases as of June, 2018 are as follows: 2018 (July to December) $ 10,703 2019 18,348 2020 3,058 2021 --- 2022 --- Total $ 32,109 | NOTE 7 – CAPITAL LEASE Capital lease obligations as of December 31, 2017 and 2016 are comprised of the following: December 31, 2017 2016 Note payable, New Everbank Lease $ 39,754 $ 58,102 Less: note payable, New Everbank Lease (Capital leases), current portion (18,348 ) (18,348 ) Notes payable, bank loans and capital leases, long-term portion $ 21,406 $ 39,754 In March 2015, the Company entered into a capital equipment finance lease for Ultra Sound equipment with Everbank. There was no interest on this lease. The monthly payment is $1,529 for 60 months ending in March 2020. As of December 31, 2017, the Company owed Everbank $39,754 pursuant to this capital lease. During the years ended December 31, 2017 and 2016, the Company made payments on this capital lease of $18,348 and $18,348, respectively. Future minimum payments to which the Company is obligated pursuant to the capital leases as of December 31, 2017 are as follows: 2018 $ 18,348 2019 18,348 2020 3,058 2021 --- 2022 --- Total $ 39,754 |
Notes Payable
Notes Payable | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Capital Lease/Notes Payable/Convertible Notes Payable [Abstract] | ||
NOTES PAYABLE | NOTE 8 – NOTES PAYABLE On December 20, 2017, the Company entered into a Merchant Cash Advance Factoring Agreement (“MCA”) with Power Up Lending Group, Ltd. (the “PULG”) pursuant to which the Company received an advance of $75,000 before closing fees (the “December MCA”). The Company is required to repay the advance, which acts like an ordinary note payable, at the rate of $4,048 per week until the balance of $102,000 has been repaid in June 2018. At inception, the Company recognized a note payable in the amount of $102,000 and a discount against the note payable of $28,500. The discount was being amortized over the life of the instrument. During the six months ended June 30, 2018, the Company made installment payments of $89,048. The December MCA was repaid on June 1, 2018. During the six months ended June 30, 2018, the Company recognized amortization of the discount in the amount of $26,881, including $2,267 recognized to amortize the remaining discount at retirement. On June 1, 2018, the Company entered into a new MCA with PULG pursuant to which the Company received an advance of $75,000 before closing fees (the “December MCA”). The Company is required to repay the advance at the rate of $4,048 per week until the balance of $102,000 has been repaid in November 2018. At inception, the Company recognized a note payable in the amount of $102,000 and a discount against the note payable of $28,500. The discount is being amortized over the life of the instrument. During the three and six months ended June 30, 2018, the Company recognized amortization of the discount in the amount of $4,560. As of June 30, 2018, the net carrying value of the instrument was $61,869. | NOTE 8 – NOTES PAYABLE On July 11, 2017, the Company entered into a Merchant Cash Advance Factoring Agreement (“MCA”) with Power Up Lending Group, Ltd. (the “PULG”) pursuant to which the Company received an advance of $26,000 before closing fees (the “July MCA”). The Company was required to repay the July MCA, which acted like an ordinary note payable, at the rate of $1,372 per week until the balance of $34,580 was repaid. At inception, the Company recognized a note payable in the amount of $34,580 and a discount against the note payable of $9,550. The discount was being amortized over the life of the instrument. The July MCA was repaid in full on December 20, 2017. During the year ended December 31, 2017, the Company recognized amortization of the discount in the amount of $9,550, including $1,096 recognized to amortize the remaining discount at retirement. On August 9, 2017, the Company entered into a second MCA with PULG pursuant to which the Company received an advance of $51,000 before closing fees (the “August MCA”). The Company was required to repay the advance, which acted like an ordinary note payable, at the rate of $2,752 per week until the balance of $69,360 was repaid. At inception, the Company recognized a note payable in the amount of $69,360 and a discount against the note payable of $19,380. The discount was being amortized over the life of the instrument. The August MCA was repaid in full on December 20, 2017. During the year ended December 31, 2017, the Company recognized amortization of the discount in the amount of $19,380, including $5,161 recognized to amortize the remaining discount at retirement. On December 20, 2017, the Company entered into a third MCA with PULG pursuant to which the Company received an advance of $75,000 before closing fees (the “December MCA”). The Company is required to repay the advance, which acts like an ordinary note payable, at the rate of $4,048 per week until the balance of $102,000 has been repaid in June 2018. At inception, the Company recognized a note payable in the amount of $102,000 and a discount against the note payable of $28,500. The discount is being amortized over the life of the instrument. During the year ended December 31, 2017, the Company recognized amortization of the discount in the amount of $1,619. As of December 31, 2017, the net carrying value of the instrument was $70,186. |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Capital Lease/Notes Payable/Convertible Notes Payable [Abstract] | ||
CONVERTIBLE NOTES PAYABLE | NOTE 9 – CONVERTIBLE NOTES PAYABLE Convertible notes payable as of June 30, 2018 and December 31, 2017 are comprised of the following: June 30, December 31, 2018 2017 $550k Note - July 2016 $ 612,409 * $ 550,000 $50k Note - July 2016 59,771 * 50,000 $111k Note - May 2017 123,053 * 111,000 $53k Note - July 2017 --- 53,000 $35k Note - September 2017 --- 35,000 $55k Note - September 2017 --- 55,000 $53k Note II - October 2017 --- 53,000 $171.5k Note - October 2017 171,500 171,500 $57.8k Note - January 2018 57,750 --- $112.8k Note - February 2018 112,750 --- $83k Note - February 2018 83,000 --- $105k Note - March 2018 105,000 --- $63k Note - April 2018 63,000 --- $57.8k Note - April 2018 57,750 --- $90k Note - April 2018 90,000 --- $53k Note II - April 2018 53,000 --- $68.3k Note - May 2018 68,250 --- $37k Note May 2018 37,000 --- $63k Note II - May 2018 63,000 --- $78.8k Note - May 2018 78,750 --- 1,835,983 1,078,500 Less: unamortized discount (689,883 ) (266,642 ) Convertible notes payable, net of original issue discount and debt discount 1,146,100 811,858 Less: convertible notes payable, long term portion (795,233 ) --- Convertible notes payable, current portion $ 350,867 $ 811,858 * - Denotes that convertible note payable is carried at fair value Convertible Notes Payable ($550,000) – July 2016 On July 7, 2016, the Company entered into a 6% fixed convertible secured promissory note with an investor with a face value of $550,000 (the “$550k Note”). The $550k Note is convertible into shares of the Company’s common stock at the discretion of the note holder at a fixed price of $0.08 per share, and is secured by all of the Company’s assets. The Company received $500,000 net proceeds from the note after a $50,000 original issue discount. The $550k Note was originally scheduled to mature on April 11, 2017, but the maturity date was extended to July 7, 2018 during August 2017 and to December 31, 2019 during July 2018. The discount from the original issue discount, warrants and embedded conversion feature (“ECF”) associated with the $550k Note was amortized over the original life of the note. There was no amortization of such discounts in the three or six months ended June 30, 2018 or 2017. As of June 30, 2018, the unamortized discount was $-0- and the $550k Note was convertible into 6,875,000 of the Company’s common shares. The $550k Note is carried at fair value due to an extinguishment and reissuance recorded in 2017 and is revalued at each period end, with changes to fair value recorded to the statement of operations under “Change in Fair Value of Debt.” The fair value of this instrument as of June 30, 2018 was $612,408. During the three months ended June 30, 2018 and 2017, a change in fair value of debt related to this instrument was recorded in the amount of $16,110 and $-0-, respectively. During the six months ended June 30, 2018 and 2017, a change in fair value of debt related to this instrument was recorded in the amount of $62,408 and $-0-, respectively. During the six months ended June 30, 2018 and 2017, the Company made no repayments on this instrument. During the three months ended June 30, 2018 and 2017, the Company recorded interest expense on this instrument totaling $8,227 and $8,227, respectively. During the six months ended June 30, 2018 and 2017, the Company recorded interest expense on this instrument totaling $16,364 and $16,364, respectively. Convertible Notes Payable ($50,000) – July 2016 On July 7, 2016, the Company entered into a 10% fixed convertible commitment fee promissory note with an investor with a face value of $50,000 (the “$50k Note”). The $50k Note was originally scheduled to mature on April 11, 2017, but the maturity date was extended to July 11, 2018 during August 2017 and to December 31, 2019 during July 2018. The $50k note was issued as a commitment fee payable to the Investment Agreement investor in exchange for the investor’s commitment to enter into the Investment Agreement, subject to registration of the shares underlying the Investment Agreement. The $50k Note is convertible into shares of the Company’s common stock at the discretion of the note holder at a fixed price of $0.10 per share. As of June 30, 2018, the $50k Note was convertible into 500,000 of the Company’s common shares. The $50k Note is carried at fair value due to an extinguishment and reissuance recorded in 2017 and is revalued at each period end, with changes to fair value recorded to the statement of operations under “Change in Fair Value of Debt.” The fair value of this instrument as of June 30, 2018 was $59,771. During the three months ended June 30, 2018 and 2017, a change in fair value of debt related to this instrument was recorded in the amount of $1,572 and $-0-, respectively. During the six months ended June 30, 2018 and 2017, a change in fair value of debt related to this instrument was recorded in the amount of $9,771 and $-0, respectively. During the six months ended June 30, 2018 and 2017, the Company made no repayments on this instrument. During the three months ended June 30, 2018 and 2017, the Company recorded interest expense on this instrument totaling $1,247 and $1,247, respectively. During the six months ended June 30, 2018 and 2017, the Company recorded interest expense on this instrument totaling $2,479 and $2,479, respectively. Convertible Notes Payable ($111,000) – May 2017 On May 22, 2017, the Company entered into a 10% fixed convertible secured promissory note with an investor with a face value of $111,000 (the “$111k Note”). The $111k Note is convertible into shares of the Company’s common stock at the discretion of the note holder at a fixed price of $0.35 per share, and is secured by all of the Company’s assets. The Company received $100,000 net proceeds from the note after an $11,000 original issue discount. At inception, the investors were also granted a five-year warrant to purchase 133,333 shares of the Company’s common stock at an exercise price of $0.75 per share. On March 28, 2018, in exchange for a five-year warrant to purchase 125,000 shares of HLYK common stock at an exercise price of $0.05 per share, the holder of the $111k Note agreed to extend the maturity date from the original date of January 22, 2018 until July 11, 2018. The fair value of the warrants using Black/Scholes was $10,199 with the following assumptions: risk-free interest rate of 2.59%, expected life of 5 years, volatility of 578.45%, and expected dividend yield of zero. The issuance of the warrants in exchange for the maturity extension was treated as an extinguishment and reissuance of existing debt pursuant to the guidance of ASC 470-50. Accordingly, the $111k Note is carried at fair value and is revalued at each period end, with changes to fair value recorded to the statement of operations under “Change in Fair Value of Debt.” The fair value of this instrument as of June 30, 2018 was $123,503. During the three months ended June 30, 2018 and 2017, a change in fair value of debt related to this instrument was recorded in the amount of $3,238 and $-0-, respectively. During the six months ended June 30, 2018 and 2017, a change in fair value of debt related to this instrument was recorded in the amount of $3,238 and $-0, respectively. In July 2018, the maturity was further extended until December 31, 2019. Amortization expense related to discounts on this instrument in the three months ended June 30, 2018 and 2017 was $-0- and $12,287, respectively. Amortization expense related to discounts in the six months ended June 30, 2018 and 2017 was $6,931and $12,287, respectively. As of June 30, 2018, the unamortized discount was $-0-. As of June 30, 2018, this instrument was convertible into 317,143 of the Company’s common shares. During the six months ended June 30, 2018 and 2017, the Company made no repayments on this instrument. During the three months ended June 30, 2018 and 2017, the Company recorded interest expense on this instrument totaling $4,078 and $1,767, respectively. During the six months ended June 30, 2018 and 2017, the Company recorded interest expense on this instrument totaling $8,246 and $1,767, respectively. Convertible Notes Payable ($53,000) – July 2017 On July 10, 2017, the Company entered into a securities purchase agreement for the sale of a $53,000 convertible note (the “$53k Note”) to PULG. The $53k Note included a $3,000 original issue discount, for net proceeds of $50,000. The $53k Note has an interest rate of 10% and a default interest rate of 22%. The $53k Note may be converted into common stock of the Company by the holder at any time following 180 days after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the average of the three (3) lowest closing bid prices during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the Note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the $53k Note, 150% of the outstanding principal and any interest due amount shall be immediately due. The discount resulting from the original issue discount and embedded conversion feature was being amortized over the life of the $53k Note, which was schedule to mature on April 15, 2018. Amortization expense related to the discount in the three months ended June 30, 2018 and 2017 was $1,520 and $-0-, respectively and amortization expense in the six months ended June 30, 2018 and 2017 was $1,520 and $-0-. On January 8, 2018, the Company prepaid the balance on the $53k Note, including accrued interest, for a one-time cash payment of $74,922. The Company recognized a gain on debt extinguishment in the six months ended June 30, 2018 in connection with the repayment, as follows: Cash repayment $ 74,922 Less face value of convertible note payable retired (53,000 ) Less carrying value of derivative financial instruments arising from ECF (53,893 ) Less accrued interest (2,644 ) Plus carrying value of discount at extinguishment 18,427 Gain on extinguishment of debt $ (16,188 ) Convertible Notes Payable ($35,000) – September 2017 On September 7, 2017, the Company entered into a securities purchase agreement for the sale of a $35,000 convertible note (the “$35k Note”) to PULG. The $35k Note included a $3,000 original issue discount, for net proceeds of $32,000. The $35k Note has an interest rate of 10% and a default interest rate of 20%. The $35k Note may be converted into common stock of the Company by the holder at any time following 180 days after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the average of the three (3) lowest closing bid prices during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the $35k Note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the $35k Note, 150% of the outstanding principal and any interest due amount shall be immediately due. The discount resulting from the original issue discount and embedded conversion feature was being amortized over the life of the $35k Note, which was schedule to mature on June 15, 2018. Amortization expense related to the discount in the three months ended June 30, 2018 and 2017 was $614 and $-0-, respectively, and in the six months ended June 30, 2018 and 2017 was $614 and $-0-, respectively. On March 5, 2018, the Company prepaid the balance on the $35k Note, including accrued interest, for a one-time cash payment of $49,502. The Company recognized a gain on debt extinguishment in the six months ended June 30, 2018 in connection with the repayment, as follows: Cash repayment $ 49,502 Less face value of convertible note payable retired (35,000 ) Less carrying value of derivative financial instruments arising from ECF (37,269 ) Less accrued interest (1,716 ) Plus carrying value of discount at extinguishment 12,705 Gain on extinguishment of debt $ (11,778 ) Convertible Notes Payable ($55,000) – September 2017 On September 11, 2017, the Company entered into a securities purchase agreement for the sale of a $55,000 convertible note (the “$55k Note”) to Crown Bridge Partners LLC. The $55k Note included a $7,500 original issue discount, for net proceeds of $47,500. The 55k Note has an interest rate of 10% and a default interest rate of 12%. The $55k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 60% multiplied by the lowest one (1) trading price for the Common Stock during the twenty (20) trading day period ending on the last complete trading day prior to the date of conversion. If, at any time while the $55k Note is outstanding, the conversion price pursuant to this formula is equal to or lower than $0.10, then an additional ten percent (10%) discount shall be factored into the conversion price until the $55k Note is no longer outstanding. In the event that shares of the Company’s Common Stock are not deliverable via DWAC following the conversion of any amount hereunder, an additional ten percent (10%) discount shall be factored into the Variable Conversion Price until the $55k Note is no longer outstanding. The discount resulting from the original issue discount and embedded conversion feature was being amortized over the life of the $55k Note, which was schedule to mature on September 11, 2018. Amortization expense related to the discount in the three months ended June 30, 2018 and 2017 was $1,085 and $-0-, respectively, and in the six months ended June 30, 2018 and 2017 was $1,085 and $-0-, respectively. On March 13, 2018, the Company prepaid the balance on the $55k Note, including accrued interest, for a one-time cash payment of $85,258. The Company recognized a gain on debt extinguishment in the six months ended June 30, 2018 in connection with the repayment, as follows: Cash repayment $ 85,258 Less face value of convertible note payable retired (55,000 ) Less carrying value of derivative financial instruments arising from ECF (69,687 ) Less accrued interest (2,759 ) Plus carrying value of discount at extinguishment 27,425 Gain on extinguishment of debt $ (14,763 ) Convertible Notes Payable ($53,000) – October 2017 On October 23, 2017, the Company entered into a securities purchase agreement for the sale of a $53,000 convertible note (the “$53k Note II”) to PULG. The $53k Note II included a $3,000 original issue discount, for net proceeds of $50,000. The $53k Note II has an interest rate of 10% and a default interest rate of 20%. The $53k Note II may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 39% discount to the average of the three (3) lowest closing bid prices during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the Note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due. The discount resulting from the original issue discount and embedded conversion feature was being amortized over the life of the $53k Note II, which was schedule to mature on July 30, 2018. Amortization expense related to the discount in the three months ended June 30, 2018 and 2017 was $3,407 and $-0-, respectively, and in the six months ended June 30, 2018 and 2017 was $20,443 and $-0-, respectively. On April 18, 2018, the Company prepaid the balance on the $53k Note II, including accrued interest, for a one-time cash payment of $75,000. The Company recognized a gain on debt extinguishment in the six months ended June 30, 2018 in connection with the repayment, as follows: Cash repayment $ 75,000 Less face value of convertible note payable retired (53,000 ) Less carrying value of derivative financial instruments arising from ECF (55,790 ) Less accrued interest (2,571 ) Plus carrying value of discount at extinguishment 19,496 Gain on extinguishment of debt $ (16,865 ) Convertible Notes Payable ($171,500) – October 2017 On October 27, 2017, the Company entered into a securities purchase agreement for the sale of a $171,500 convertible note (the “$171.5k Note”) to an individual lender. The $171.5k Note included a $21,500 original issue discount, for net proceeds of $150,000. The $171.5k Note has an interest rate of 10% and a default interest rate of 22% and matures on October 26, 2018. The $171.5k Note may be converted into common stock of the Company by the holder at any time following 180 days after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 35% discount to the lowest closing bid price during the twenty (20) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the $171.5k Note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the $171.5k Note, 150% of the outstanding principal and any interest due amount shall be immediately due. Amortization expense related to discounts on this instrument in the three months ended June 30, 2018 and 2017 was $42,875 and $-0-, respectively. Amortization expense related to discounts in the six months ended June 30, 2018 and 2017 was $85,279 and $-0-, respectively. As of June 30, 2018, the unamortized discount was $55,596. During the six months ended June 30, 2018 and 2017, the Company made no repayments on this instrument. During the three months ended June 30, 2018 and 2017, the Company recorded interest expense on this instrument totaling $4,276 and $-0-, respectively. During the six months ended June 30, 2018 and 2017, the Company recorded interest expense on this instrument totaling $8,504 and $-0-, respectively. Convertible Notes Payable ($57,750) – January 2018 On January 2, 2018, the Company entered into a securities purchase agreement for the sale of a $57,750 convertible note (the “$58k Note”). The transaction closed on January 3, 2018. The $58k Note included a $5,250 original issue discount and $2,500 fee for net proceeds of $50,000. The $58k Note has an interest rate of 10% and a default interest rate of 18% and matures on January 2, 2019. The $58k Note was convertible into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 40% discount to the lowest bid or trading price of the Company’s common stock during the twenty (20) trading days prior to the conversion date. On June 26, 2018, the holder agreed, without consideration, to reduce the discount to 28% of the volume weighted average price of the Company’s common stock for the 10 days prior to the conversion date. Because this the change in terms resulted in a decrease to the value of the ECF, no amounts were recorded to reflect the change in terms. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the Note, 200% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due. The fair value of the ECF of the $58k Note was calculated using the Black-Scholes pricing model at $82,652, with the following assumptions: risk-free interest rate of 1.83%, expected life of 1 year, volatility of 264.29%, and expected dividend yield of zero. Because the fair value of the ECF exceeded the net proceeds from the $58k Note, a charge was recorded to “Financing cost” for the excess of the fair value of the fair value of the ECF of $82,652 over the net proceeds from the note of $50,000, for a net charge of $32,652. The ECF qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The final allocation of the proceeds at inception was as follows: Embedded conversion feature $ 82,652 Original issue discount and fees 7,750 Financing cost (32,652 ) Convertible note --- Notes payable and bank loans, long-term portion $ 57,750 Amortization expense related to discounts on this instrument in the three months ended June 30, 2018 and 2017 was $14,398 and $-0-, respectively. Amortization expense related to discounts in the six months ended June 30, 2018 and 2017 was $28,321and $-0-, respectively. As of June 30, 2018, the unamortized discount was $29,429. During the six months ended June 30, 2018 and 2017, the Company made no repayments on this instrument. During the three months ended June 30, 2018 and 2017, the Company recorded interest expense on this instrument totaling $1,440 and $-0-, respectively. During the six months ended June 30, 2018 and 2017, the Company recorded interest expense on this instrument totaling $2,832 and $-0-, respectively. Convertible Notes Payable ($112,750) – February 2018 On February 2, 2018, the Company entered into a securities purchase agreement for the sale of a $112,750 convertible note (the “$113k Note”). The transaction closed on February 8, 2018. The $113k Note included $12,750 fees for net proceeds of $100,000. The $113k Note has an interest rate of 10% and a default interest rate of 24% and matures on February 2, 2019. The $113k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 40% discount to the lowest bid or trading price of the Company’s common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the Note, 200% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due. The fair value of the ECF of the $113k Note was calculated using the Black-Scholes pricing model at $161,527, with the following assumptions: risk-free interest rate of 1.88%, expected life of 1 year, volatility of 264.93%, and expected dividend yield of zero. Because the fair value of the ECF exceeded the net proceeds from the $113k Note, a charge was recorded to “Financing cost” for the excess of the fair value of the fair value of the ECF of $161,527 over the net proceeds from the note of $100,000, for a net charge of $61,527. The ECF qualifies for derivative accounting and bifurcation under ASC 815,“Derivatives and Hedging.” The final allocation of the proceeds at inception was as follows: Embedded conversion feature $ 161,527 Original issue discount and fees 12,750 Financing cost (61,527 ) Convertible note --- Notes payable and bank loans, long-term portion $ 112,750 The discounts resulting from the original issue discount, warrants and embedded conversion feature are being amortized over the life of the $113k Note. Amortization expense related to discounts on this instrument in the three months ended June 30, 2018 and 2017 was $28,110 and $-0-, respectively. Amortization expense related to discounts in the six months ended June 30, 2018 and 2017 was $45,718 and $-0-, respectively. As of June 30, 2018, the unamortized discount was $67,032. During the six months ended June 30, 2018 and 2017, the Company made no repayments on this instrument. During the three months ended June 30, 2018 and 2017, the Company recorded interest expense on this instrument totaling $2,811 and $-0-, respectively. During the six months ended June 30, 2018 and 2017, the Company recorded interest expense on this instrument totaling $4,572 and $-0-, respectively. Convertible Notes Payable ($83,000) – February 2018 On February 13, 2018, the Company entered into a securities purchase agreement for the sale of a $83,000 convertible note (the “$83k Note”). The transaction closed on February 21, 2018. The $83k Note included $8,000 fees for net proceeds of $75,000. The $83k Note has an interest rate of 10% and a default interest rate of 24% and matures on February 13, 2019. The $113k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 40% discount to the lowest bid or trading price of the Company’s common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default, 200% of the outstanding principal and any interest due amount shall be immediately due. The fair value of the ECF of the $83k Note was calculated using the Black-Scholes pricing model at $119,512, with the following assumptions: risk-free interest rate of 1.95%, expected life of 1 year, volatility of 268.44%, and expected dividend yield of zero. Because the fair value of the ECF exceeded the net proceeds from the $83k Note, a charge was recorded to “Financing cost” for the excess of the fair value of the fair value of the ECF of $119,512 over the net proceeds from the note of $75,000, for a net charge of $44,512. The ECF qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The final allocation of the proceeds at inception was as follows: Embedded conversion feature $ 119,512 Original issue discount and fees 8,000 Financing cost (44,512 ) Convertible note --- Notes payable and bank loans, long-term portion $ 83,000 The discounts resulting from the original issue discount, warrants and embedded conversion feature are being amortized over the life of the $83k Note. Amortization expense related to discounts on this instrument in the three months ended June 30, 2018 and 2017 was $20,693 and $-0-, respectively. Amortization expense related to discounts in the six months ended June 30, 2018 and 2017 was $31,153 and $-0-, respectively. As of June 30, 2018, the unamortized discount was $51,847. During the six months ended June 30, 2018 and 2017, the Company made no repayments on this instrument. During the three months ended June 30, 2018 and 2017, the Company recorded interest expense on this instrument totaling $2,069 and $-0-, respectively. During the six months ended June 30, 2018 and 2017, the Company recorded interest expense on this instrument totaling $3,115 and $-0-, respectively. Convertible Notes Payable ($105,000) – March 2018 On March 5, 2018, the Company entered into a securities purchase agreement for the sale of a $105,000 convertible note (the “$105k Note”). The transaction closed on March 12, 2018. The $105k Note included $5,000 fees for net proceeds of $100,000. The $105k Note has an interest rate of 10% and a default interest rate of 24% and matures on March 5, 2019. The $113k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 9.9% beneficial ownership limitation, at a conversion price per share equal to 40% discount to the lowest bid or trading price of the Company’s common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default, 110-150% of the outstanding principal and any interest due amount shall be immediately due, depending on the nature of the breach. The fair value of the ECF of the $105k Note was calculated using the Black-Scholes pricing model at $153,371, with the following assumptions: risk-free interest rate of 2.06%, expected life of 1 year, volatility of 278.96%, and expected dividend yield of zero. Because the fair value of the ECF exceeded the net proceeds from the $105k Note, a charge was recorded to “Financing cost” for the excess of the fair value of the fair value of the ECF of $153,371 over the net proceeds from the note of $100,000, for a net charge of $53,371. The ECF qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The final allocation of the proceeds at inception was as follows: Embedded conversion feature $ 153,371 Original issue discount and fees 5,000 Financing cost (53,371 ) Convertible note --- Notes payable and bank loans, long-term portion $ 105,000 The discounts resulting from the original issue discount, warrants and embedded conversion feature are being amortized over the life of the $105k Note. Amortization expense related to discounts on this instrument in the three months ended June 30, 2018 and 2017 was $26,178 and $-0-, respectively. Amortization expense related to discounts in the six months ended June 30, 2018 and 2017 was $33,658 and $-0-, respectively. As of June 30, 2018, the unamortized discount was $71,342. During the six months ended June 30, 2018 and 2017, the Company made no repayments on this instrument. During the three months ended June 30, 2018 and 2017, the Company recorded interest expense on this instrument totaling $2,618 and $-0-, respectively. During the six months ended June 30, 2018 and 2017, the Company recorded interest expense on this instrument totaling $3,366 and $-0-, respectively. Convertible Notes Payable ($63,000) – April 2018 On April 2, 2018, the Company entered into a securities purchase agreement for the sale of a $63,000 convertible note (the “$63k Note”). The transaction closed on April 3, 2018. The $63k Note included $3,000 fees for net proceeds of $60,000. The $63k Note has an interest rate of 10% and a default interest rate of 22% and matures on January 15, 2019. The $63k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company’s common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the Note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due. The fair value of the ECF of the $63k Note was calculated using the Black-Scholes pricing model at $83,806, with the following assumptions: risk-free interest rate of 2.08%, expected life of 0.79 years, volatility of 260.76%, and expected dividend yield of zero. Because the fair value of the ECF exceeded the net proceeds, a charge was recorded to “Financing cost” for the excess of the fair value of the fair value of the ECF of $83,806 over the net proceeds from the note of $60,000, for a net charge of $23,806. The ECF qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The final allocation of the proceeds at inception was as follows: Embedded conversion feature $ 83,806 Original issue discount and fees 3,000 Financing cost (23,806 ) Convertible note --- Notes payable and bank loans, long-term portion $ 63,000 The discounts resulting from the original issue discount, warrants and embedded conversion feature are being amortized over the life of the note. Amortization expense related to discounts on this instrument in the three and six months ended June 30, 2018 was $19,469. As of June 30, 2018, the unamortized discount was $43,531. During the six months ended June 30, 2018 and 2017, the Company made no repayments on this instrument. During the three | NOTE 9 – CONVERTIBLE NOTES PAYABLE Convertible notes payable as of December 31, 2017 and 2016 are comprised of the following: December 31, 2017 2016 Face Value $550k Note - July 2016 $ 550,000 $ 550,000 $50k Note - July 2016 50,000 50,000 $111k Note - May 2017 111,000 --- $53k Note - July 2017 53,000 --- $35k Note - September 2017 35,000 --- $55k Note - September 2017 55,000 --- $53k Note II - October 2017 53,000 --- $171.5k Note - October 2017 171,500 --- 1,078,500 600,000 Unamortized Discount $550k Note - July 2016 $ --- $ (96,631 ) $50k Note - July 2016 --- (17,701 ) $111k Note - May 2017 (6,931 ) --- $53k Note - July 2017 (19,946 ) --- $35k Note - September 2017 (20,676 ) --- $55k Note - September 2017 (38,274 ) --- $53k Note II - October 2017 (39,939 ) --- $171.5k Note - October 2017 (140,876 ) --- (266,642 ) (114,332 ) Net Book Value $550k Note - July 2016 $ 550,000 $ 453,369 $50k Note - July 2016 50,000 32,299 $111k Note - May 2017 104,069 --- $53k Note - July 2017 33,054 --- $35k Note - September 2017 14,324 --- $55k Note - September 2017 16,726 --- $53k Note II - October 2017 13,061 --- $171.5k Note - October 2017 30,624 --- Convertible notes payable, net of original issue discount and debt discount $ 811,858 $ 485,668 Convertible Note Payable ($550,000) – July 2016 On July 7, 2016, the Company entered into a 6% fixed convertible secured promissory note with an investor with a face value of $550,000 (the “$550k Note”). The $550k Note is convertible into shares of the Company’s common stock at the discretion of the note holder at a fixed price of $0.08 per share, and is secured by all of the Company’s assets. The Company received $500,000 net proceeds from the note after a $50,000 original issue discount. At inception, the investors were also granted a five-year warrant to purchase 6,111,111 shares of the Company’s common stock at an exercise price of $0.09 per share. The fair value of the warrants was calculated using the Black-Scholes pricing model at $157,812, with the following assumptions: risk-free interest rate of 0.97%, expected life of 5 years, volatility of 40%, and expected dividend yield of zero. The net proceeds from the issuance of the $550k Note, being $500,000 after the original issue discount, were then allocated to the warrants and the convertible note instrument based on their relative fair values, of which $111,479 was allocated to the warrants and $388,521 to the convertible note. The intrinsic value of the embedded conversion feature of the $550k Note was then calculated as $161,479. The original issue discount, warrants and embedded conversion feature were then allocated and recorded as discounts against the carrying value of the $550k Note. The final allocation of the proceeds at inception was as follows: Original issue discount $ 50,000 Warrants 111,479 Embedded conversion feature 161,479 Convertible note 227,042 Face value of convertible note $ 550,000 The $550k Note was originally schedule to mature on April 11, 2017. During February 2017, the holder of the $550k Note agreed to extend the maturity date until July 7, 2017 in exchange for a five-year warrant to purchase 500,000 shares of HLYK common stock at an exercise price of $0.15 per share. The fair value of the warrants of $7,506 was recorded as an additional discount against the $550k Note and was amortized over the new remaining life of the $550k Note. The fair value of the warrant was calculated using the Black-Scholes pricing model at $7,506, with the following assumptions: risk-free interest rate of 1.89%, expected life of 5 years, volatility of 40%, and expected dividend yield of zero. The issuance of the warrants in exchange for the maturity extension was treated as a modification of existing debt pursuant to the guidance of ASC 470-50 “Debt – Modifications and Extinguishments” (“ASC 470-50”). On August 8, 2017, in exchange for a five-year warrant to purchase 1,000,000 shares of HLYK common stock at an exercise price of $0.30 per share, the holder of the $550k Note agreed to (i) further extend the maturity date of the $550k Note until July 7, 2018, and (ii) further extend the maturity date of the $50k Note (as defined herein) until July 11, 2018. The fair value of the warrant was calculated using the Black-Scholes pricing model at $290,581, with the following assumptions: risk-free interest rate of 1.81%, expected life of 5 years, volatility of 190.86%, and expected dividend yield of zero. The issuance of the warrants in exchange for the maturity extension was treated as a modification of existing debt pursuant to the guidance of ASC 470-50. Because the fair value of the warrants was greater than 10% of the present value of the remaining cash flows under the $550k Note and $50k Note, the transaction was treated as a debt extinguishment and reissuance of a new debt instrument, with the fair value of the warrants of $290,581 recorded as a loss on debt extinguishment. The carrying value of the $550k Note (as well as the $50k Note) did not change as a result of the extinguishment since the discounts recognized at inception of both notes were fully amortized at the time of the warrant issuance. The discounts resulting from the original issue discount, warrants and embedded conversion feature were amortized over the life of the $550k Note. Amortization expense related to these discounts in the years ended December 31, 2017 and 2016 was $104,137 and $208,626, respectively. As of December 31, 2017, the unamortized discount was $-0-. As of December 31, 2017, the $550k note was convertible into 6,875,000 of the Company’s common shares. During the years ended December 31, 2017 and 2016, the Company made no repayments on the $550k Note. During the years ended December 31, 2017 and 2016, the Company recorded interest expense on the $550k Note totaling $33,000 and $16,003, respectively. Convertible Notes Payable ($50,000) – July 2016 On July 7, 2016, the Company entered into a 10% fixed convertible commitment fee promissory note with an investor with a face value of $50,000 maturing on July 11, 2017 (the “$50k Note”). The $50k note was issued as a commitment fee payable to the Investment Agreement investor in exchange for the investor’s commitment to enter into the Investment Agreement, subject to registration of the shares underlying the Investment Agreement. The $50k Note is convertible into shares of the Company’s common stock at the discretion of the note holder at a fixed price of $0.10 per share. The embedded conversion feature did not have any intrinsic value at issuance. Accordingly, the full face value of $50,000 was allocated to the convertible note instrument. As of December 31, 2017, the $50k Note was convertible into 500,000 of the Company’s common shares. During the years ended December 31, 2017 and 2016, the Company made no repayments on the $50k Note. During the years ended December 31, 2017 and 2016, the Company recorded interest expense on the $50k Note totaling $5,000 and $2,425, respectively. Convertible Notes Payable ($111,000) – May 2017 On May 22, 2017, the Company entered into a 10% fixed convertible secured promissory note with an investor with a face value of $111,000 (the “$111k Note”). The $111k Note matures on January 22, 2018. The $111k Note is convertible into shares of the Company’s common stock at the discretion of the note holder at a fixed price of $0.35 per share, and is secured by all of the Company’s assets. The Company received $100,000 net proceeds from the note after an $11,000 original issue discount. At inception, the investors were also granted a five-year warrant to purchase 133,333 shares of the Company’s common stock at an exercise price of $0.75 per share. The fair value of the warrants was calculated using the Black-Scholes pricing model at $42,305, with the following assumptions: risk-free interest rate of 1.80%, expected life of 5 years, volatility of 40%, and expected dividend yield of zero. The net proceeds from the issuance of the $111k Note, being $100,000 after the original issue discount, were then allocated to the warrants and the convertible note instrument based on their relative fair values, of which $27,595 was allocated to the warrants and $72,405 to the convertible note. The intrinsic value of the embedded conversion feature of the $111k note was then calculated as $38,595. The original issue discount, warrants and embedded conversion feature were then allocated and recorded as discounts against the carrying value of the $111k Note. The final allocation of the proceeds at inception was as follows: Original issue discount $ 11,000 Warrants 27,595 Embedded conversion feature 38,595 Convertible note 33,810 Notes payable and bank loans, long-term portion $ 111,000 The discounts resulting from the original issue discount, warrants and embedded conversion feature are being amortized over the life of the $111k Note. Amortization expense related to these discounts in the years ended December 31, 2017 and 2016 was $70,259 and $-0-, respectively. As of December 31, 2017, the unamortized discount was $6,931. As of December 31, 2017, the $111k Note was convertible into 317,143 of the Company’s common shares. During the years ended December 31, 2017 and 2016, the Company made no repayments on the $111k Note. During the years ended December 31, 2017 and 2016, the Company recorded interest expense on the $111k Note totaling $10,103 and $-0-, respectively. Convertible Notes Payable ($53,000) – July 2017 On July 10, 2017, the Company entered into a securities purchase agreement for the sale of a $53,000 convertible note (the “$53k Note”) to PULG. The $53k Note included a $3,000 original issue discount, for net proceeds of $50,000. The $53k Note has an interest rate of 10% and a default interest rate of 22% and matures on April 15, 2018. The $53k Note may be converted into common stock of the Company by the holder at any time following 180 days after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the average of the three (3) lowest closing bid prices during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the Note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the $53k Note, 150% of the outstanding principal and any interest due amount shall be immediately due. The fair value of the embedded conversion feature (“ECF”) of the $53k Note was calculated using the Black-Scholes pricing model at $58,154, with the following assumptions: risk-free interest rate of 1.23%, expected life of 0.76 years, volatility of 183.6%, and expected dividend yield of zero. Because the fair value of the ECF exceeded the net proceeds from the $53k Note, a charge was recorded to “Financing cost” for the excess of the fair value of the fair value of the ECF of $58,154 over the net proceeds from the note of $50,000, for a net charge of $8,154. The ECF qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The final allocation of the proceeds at inception was as follows: Embedded conversion feature $ 58,154 Original issue discount 3,000 Financing cost (8,154 ) Convertible note --- Notes payable and bank loans, long-term portion $ 53,000 The discounts resulting from the original issue discount, warrants and embedded conversion feature are being amortized over the life of the $53k Note. Amortization expense related to these discounts in the years ended December 31, 2017 and 2016 was $33,054 and $-0-, respectively. As of December 31, 2017, the unamortized discount was $19,946. As of December 31, 2017, the $53k Note was convertible into 1,930,783 of the Company’s common shares. During the years ended December 31, 2017 and 2016, the Company made no repayments on the $53k Note. During the years ended December 31, 2017 and 2016, the Company recorded interest expense on the $53k Note totaling $2,527 and $-0-, respectively. On January 8, 2018, the Company prepaid the balance on the $53k Note, including accrued interest, for the amount of $74,922. Convertible Notes Payable ($35,000) – September 2017 On September 7, 2017, the Company entered into a securities purchase agreement for the sale of a $35,000 convertible note (the “$35k Note”) to PULG. The $35k Note included a $3,000 original issue discount, for net proceeds of $32,000. The $35k Note has an interest rate of 10% and a default interest rate of 20% and matures on June 15, 2018. The $35k Note may be converted into common stock of the Company by the holder at any time following 180 days after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the average of the three (3) lowest closing bid prices during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the $35k Note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the $35k Note, 150% of the outstanding principal and any interest due amount shall be immediately due. The fair value of the ECF of the $35k Note was calculated using the Black-Scholes pricing model at $38,338, with the following assumptions: risk-free interest rate of 1.21%, expected life of 0.77 years, volatility of 177.2%, and expected dividend yield of zero. Because the fair value of the ECF exceeded the net proceeds from the $35k Note, a charge was recorded to “Financing cost” for the excess of the fair value of the fair value of the ECF of $38,338 over the net proceeds from the note of $32,000, for a net charge of $6,338. The ECF qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The final allocation of the proceeds at inception was as follows: Embedded conversion feature $ 38,338 Original issue discount 3,000 Financing cost (6,338 ) Convertible note --- Notes payable and bank loans, long-term portion $ 35,000 The discounts resulting from the original issue discount, warrants and embedded conversion feature are being amortized over the life of the $35k Note. Amortization expense related to these discounts in the years ended December 31, 2017 and 2016 was $14,324 and $-0-, respectively. As of December 31, 2017, the unamortized discount was $20,676. As of December 31, 2017, the $35k Note was convertible into 1,275,046 of the Company’s common shares. During the years ended December 31, 2017 and 2016, the Company made no repayments on the $35k Note. During the years ended December 31, 2017 and 2016, the Company recorded interest expense on the $35k Note totaling $1,103 and $-0-, respectively. On March 5, 2018, the Company prepaid the balance on the $35k Note, including accrued interest, for the amount of $49,502. Convertible Notes Payable ($55,000) – September 2017 On September 11, 2017, the Company entered into a securities purchase agreement for the sale of a $55,000 convertible note (the “$55k Note”) to Crown Bridge Partners LLC. The $55k Note included a $7,500 original issue discount, for net proceeds of $47,500. The 55k Note has an interest rate of 10% and a default interest rate of 12% and matures on September 11, 2018. The $55k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 60% multiplied by the lowest one (1) trading price for the Common Stock during the twenty (20) trading day period ending on the last complete trading day prior to the date of conversion. If, at any time while the $55k Note is outstanding, the conversion price pursuant to this formula is equal to or lower than $0.10, then an additional ten percent (10%) discount shall be factored into the conversion price until the $55k Note is no longer outstanding. In the event that shares of the Company’s Common Stock are not deliverable via DWAC following the conversion of any amount hereunder, an additional ten percent (10%) discount shall be factored into the Variable Conversion Price until the Note is no longer outstanding. The fair value of the ECF of the $55k Note was calculated using the Black-Scholes pricing model at $65,332, with the following assumptions: risk-free interest rate of 1.24%, expected life of 1 year, volatility of 175.1%, and expected dividend yield of zero. Because the fair value of the ECF exceeded the net proceeds from the $55k Note, a charge was recorded to “Financing cost” for the excess of the fair value of the fair value of the ECF of $65,332 over the net proceeds from the note of $47,500, for a net charge of $17,832. The ECF qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The final allocation of the proceeds at inception was as follows: Embedded conversion feature $ 65,332 Original issue discount 7,500 Financing cost (17,832 ) Convertible note --- Notes payable and bank loans, long-term portion $ 55,000 The discounts resulting from the original issue discount, warrants and embedded conversion feature are being amortized over the life of the $55k Note. Amortization expense related to these discounts in the years ended December 31, 2017 and 2016 was $16,726 and $-0-, respectively. As of December 31, 2017, the unamortized discount was $38,274. As of December 31, 2017, the $55k Note was convertible into 2,037,037 of the Company’s common shares. During the years ended December 31, 2017 and 2016, the Company made no repayments on the $55k Note. During the years ended December 31, 2017 and 2016, the Company recorded interest expense on the $55k Note totaling $1,673 and $-0-, respectively. On March 13, 2018, the Company prepaid the balance on the $55k Note, including accrued interest, for the amount of $85,258. Convertible Notes Payable ($53,000) – October 2017 On October 23, 2017, the Company entered into a securities purchase agreement for the sale of a $53,000 convertible note (the “$53k Note II”) to PULG. The $53k Note II included a $3,000 original issue discount, for net proceeds of $50,000. The $53k Note II has an interest rate of 10% and a default interest rate of 20% and matures on July 30, 2018. The $53k Note II may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 39% discount to the average of the three (3) lowest closing bid prices during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the Note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due. The fair value of the ECF of the $53k Note II was calculated using the Black-Scholes pricing model at $57,571, with the following assumptions: risk-free interest rate of 1.42%, expected life of 0.77 years, volatility of 174.46%, and expected dividend yield of zero. Because the fair value of the ECF exceeded the net proceeds from the $53k Note II, a charge was recorded to “Financing cost” for the excess of the fair value of the fair value of the ECF of $57,571 over the net proceeds from the note of $50,000, for a net charge of $7,571. The ECF qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The final allocation of the proceeds at inception was as follows: Embedded conversion feature $ 57,571 Original issue discount 3,000 Financing cost (7,571 ) Convertible note --- Notes payable and bank loans, long-term portion $ 53,000 The discounts resulting from the original issue discount, warrants and embedded conversion feature are being amortized over the life of the $53k Note II. Amortization expense related to these discounts in the years ended December 31, 2017 and 2016 was $13,061 and $-0-, respectively. As of December 31, 2017, the unamortized discount was $39,939. As of December 31, 2017, the $53k Note II was convertible into 1,930,783 of the Company’s common shares. During the years ended December 31, 2017 and 2016, the Company made no repayments on the $53k Note II. During the years ended December 31, 2017 and 2016, the Company recorded interest expense on the $53k Note II totaling $1,002 and $-0-, respectively. Convertible Notes Payable ($171,500) – October 2017 On October 27, 2017, the Company entered into a securities purchase agreement for the sale of a $171,500 convertible note (the “$171.5k Note”) to an individual lender. The $171.5k Note included a $21,500 original issue discount, for net proceeds of $150,000. The $171.5k Note has an interest rate of 10% and a default interest rate of 22% and matures on October 26, 2018. The $171.5k Note may be converted into common stock of the Company by the holder at any time following 180 days after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 35% discount to the lowest closing bid price during the twenty (20) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the $171.5k Note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the $171.5k Note, 150% of the outstanding principal and any interest due amount shall be immediately due. The fair value of the ECF of the $171.5k Note was calculated using the Black-Scholes pricing model at $183,061, with the following assumptions: risk-free interest rate of 1.42%, expected life of 1 year, volatility of 172.67%, and expected dividend yield of zero. Because the fair value of the ECF exceeded the net proceeds from the $171.5k Note, a charge was recorded to “Financing cost” for the excess of the fair value of the fair value of the ECF of $183,061 over the net proceeds from the note of $150,000, for a net charge of $33,061. The ECF qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The final allocation of the proceeds at inception was as follows: Embedded conversion feature $ 183,061 Original issue discount 21,500 Financing cost (33,061 ) Convertible note --- Notes payable and bank loans, long-term portion $ 171,500 The discounts resulting from the original issue discount, warrants and embedded conversion feature are being amortized over the life of the $171.5k Note. Amortization expense related to these discounts in the years ended December 31, 2017 and 2016 was $30,625 and $-0-, respectively. As of December 31, 2017, the unamortized discount was $140,875. As of December 31, 2017, the $171.5k Note was convertible into 2,037,037 of the Company’s common shares. During the years ended December 31, 2017 and 2016, the Company made no repayments on the $171.5k Note. During the years ended December 31, 2017 and 2016, the Company recorded interest expense on the $171.5k Note totaling $3,054 and $-0-, respectively. |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Derivative Financial Instruments [Abstract] | ||
DERIVATIVE FINANCIAL INSTRUMENTS | NOTE 10 – DERIVATIVE FINANCIAL INSTRUMENTS Derivative financial instruments are comprised of the fair value of conversion features embedded in convertible promissory notes for which the conversion rate is not fixed, but instead is adjusted based on a discount to the market price of the Company’s common stock. The fair market value of the derivative liabilities was calculated at inception of each convertible promissory notes for which the conversion rate is not fixed and allocated to the respective convertible notes, with any excess recorded as a charge to “Financing cost.” The derivative financial instruments are then revalued at the end of each period, with the change in value recorded to “Change in fair value of on derivative financial instruments.” Derivative financial instruments and changes thereto recorded in the six months ended June 30, 2018 include the following: Change in Fair Value Inception of Fair Value Write off Fair Value as of Derivative of Derivative Derivative as of December 31, Financial Financial Financial June 30, 2017 Instruments Instruments Instruments 2018 $53k Note - July 2017 $ 48,876 $ --- $ 5,017 $ (53,893 ) $ --- $35k Note - September 2017 36,161 --- 1,108 (37,269 ) --- $55k Note - September 2017 64,656 --- 5,032 (69,688 ) --- $53k Note #2 - October 2017 58,216 --- (2,426 ) (55,790 ) --- $171.5k Note - October 2017 190,580 --- (7,953 ) --- 182,627 $57.8k Note - January 2018 --- 82,652 (21,229 ) --- 61,423 $112.8k Note - February 2018 --- 161,527 (8,207 ) --- 153,320 $83k Note - February 2018 --- 119,512 (5,433 ) --- 114,079 $105k Note - March 2018 --- 153,371 (6,482 ) --- 146,889 $63k Note - April 2018 --- 83,806 234 --- 84,040 $57.8k Note - April 2018 --- 83,397 (51 ) --- 83,346 $90k Note - April 2018 --- 130,136 (78 ) --- 130,058 $53k Note II - April 2018 --- 71,679 172 --- 71,851 $68.3k Note - May 2018 --- 99,422 189 --- 99,611 $37k Note May 2018 --- 54,086 11 --- 54,097 $63k Note II - May 2018 --- 90,390 1,721 --- 92,111 $78.8k Note - May 2018 --- 116,027 210 --- 116,237 $ 398,489 $ 1,246,005 $ (38,165 ) $ (216,640 ) $ 1,389,689 During the six months ended June 30, 2018, the $53k Note, the $35k Note, the $55k Note, and the $53k Note II were each repaid in full. Accordingly, the derivative financial instruments associated with the ECFs of these convertible notes were written off in connection with the extinguishment of each convertible note. Fair market value of the derivative financial instruments is measured using the Black-Scholes pricing model with the following assumptions: risk-free interest rate of 1.21% to 2.33%, expected life of 0.27-1.00 years, volatility of 172.67% to 303.06%, and expected dividend yield of zero. The entire amount of derivative instrument liabilities is classified as current due to the fact that settlement of the derivative instruments could be required within twelve months of the balance sheet date. The Company had no derivative financial instruments in the six months ended June 30, 2017. | NOTE 10 – DERIVATIVE FINANCIAL INSTRUMENTS Derivative financial instruments are comprised of the fair value of conversion features embedded in convertible promissory issued in 2017 for which the conversion rate is not fixed, but instead is adjusted based on a discount to the market price of the Company’s common stock. The fair market value of the derivative liabilities was calculated at inception of each of the $53k Note, the $35k Note, the $55k Note, the $53k Note II, and the $171.5k Note and allocated to the respective convertible notes, with any excess recorded as a charge to “Financing cost.” The derivative financial instruments are then revalued at the end of each period, with the change in value recorded to “Change in fair value of on derivative financial instruments.” Derivative financial instruments recorded in years ended December 31, 2017 include the following: Change in Fair Value of Fair Fair Derivative Value at Value at Financial December 31 Inception Instruments 2017 $53k Note - July 2017 $ 58,154 $ (9,278 ) $ 48,876 $35k Note - September 2017 38,338 (2,177 ) 36,161 $55k Note - September 2017 65,332 (676 ) 64,656 $53k Note II - October 2017 57,571 645 58,216 $171.5k Note - October 2017 183,061 7,519 190,580 $ 402,456 $ (3,967 ) $ 398,489 Fair market value of the derivative financial instruments is measured using the Black-Scholes pricing model with the following assumptions: risk-free interest rate of 1.21% to 1.76%, expected life of 0.29 to 1.00 years, volatility of 172.67% to 205.70%, and expected dividend yield of zero. The entire amount of derivative instrument liabilities is classified as current due to the fact that settlement of the derivative instruments could be required within twelve months of the balance sheet date. |
Shareholders' Deficit
Shareholders' Deficit | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Shareholders' Deficit [Abstract] | ||
SHAREHOLDERS' DEFICIT | NOTE 11 – SHAREHOLDERS’ DEFICIT Issuance of Common Stock On January 3, 2018, holders of a majority of the voting power of the outstanding capital stock of the Company, acting by written consented, authorized and approved an amendment to the Amended and Restated Articles of Incorporation of the Company increasing the amount of authorized shares of common stock to 500,000,000 shares from 230,000,000 shares. On February 5, 2018, the Company filed the amendment with the Secretary of State of Nevada to effect the increase. On January 11, 2018, the Company sold 588,235 shares of common stock in a private placement transaction to an investor and received $50,000 in proceeds from the sale. The shares were issued at a share price of $0.085 per share. In connection with the stock sales, the Company also issued 588,235 five-year warrants to purchase shares of common stock at an exercise price of $0.15 per share. On February 28, 2018, the Company sold 2,352,942 shares of common stock in private placement transactions to two investors and received $200,000 in proceeds from the sale. The shares were issued at a share price of $0.085 per share. In connection with the stock sales, the Company also issued 1,764,706 five-year warrants to purchase shares of common stock at an exercise price of $0.15 per share. On May 10, 2018, the Company sold 100,000 shares of common stock in private placement transactions to an investor and received $15,500 in proceeds from the sale. The shares were issued at a share price of $0.155 per share. In connection with the stock sale, the Company also issued 50,000 five-year warrants to purchase shares of common stock at an exercise price of $0.25 per share. On June 14, 2018, the Company sold 208,000 shares of common stock in private placement transactions to an investor and received $52,000 in proceeds from the sale. The shares were issued at a share price of $0.25 per share. In connection with the stock sale, the Company also issued 104,000 five-year warrants to purchase shares of common stock at an exercise price of $0.35 per share. During the six months ended June 30, 2018, the Company issued 1,856,480 common shares pursuant to draws made by the Company under the Investment Agreement. The Company received an aggregate of $328,003 in net proceeds from the draws. Common Stock Issuable As of June 30, 2018 and December 31, 2017, the Company was obligated to issue 18,021 and 47,101 shares of common stock, respectively, in exchange for professional services provided by a third party consultant. During the six months ended June 30, 2018 and 2017, the Company recognized expense related to shares earned by the consultant of $27,354 and $28,964, respectively. As of June 30, 2018 and December 31, 2017, the Company was obligated to issue -0- and 75,000 shares, respectively, to an employee pursuant to the EIP. Stock Warrants Transactions involving our stock warrants during the six months ended June 30, 2018 and 2017 are summarized as follows: 2018 2017 Weighted Weighted Average Average Exercise Exercise Number Price Number Price Outstanding at beginning of the period 20,526,387 $ 0.23 10,576,389 $ 0.08 Granted during the period 9,960,403 $ 0.10 7,990,000 $ 0.42 Exercised during the period --- $ --- --- $ --- Terminated during the period --- $ --- --- $ --- Outstanding at end of the period 30,486,790 $ 0.19 18,566,389 $ 0.23 Exercisable at end of the period 30,486,790 $ 0.19 18,566,389 $ 0.23 Weighted average remaining life 4.0 years 4.7 years The following table summarizes information about the Company’s stock warrants outstanding as of June 30, 2018: Warrants Outstanding Warrants Exercisable Weighted- Average Weighted- Weighted- Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life (years) Price Exercisable Price $ 0.05 to 0.09 15,192,351 4.2 $ 0.07 15,192,351 $ 0.07 $ 0.10 to 0.15 5,640,441 3.7 $ 0.13 5,640,441 $ 0.13 $ 0.25 to 0.50 8,463,998 3.9 $ 0.33 8,463,998 $ 0.33 $ 0.51 to 1.00 1,190,000 3.8 $ 0.97 1,190,000 $ 0.97 $ 0.05 to 1.00 30,486,790 4.0 $ 0.19 30,486,790 $ 0.19 During the six months ended June 30, 2018, the Company issued 9,960,403 warrants. The fair value of the warrants was calculated using the Black-Scholes pricing model with the following assumptions: risk-free interest rate of 2.32% to 2.83%, expected life of 3-5 years, volatility of 261.18% to 301.64%, and expected dividend yield of zero. The aggregate grant date fair value of warrants issued during the six months ended June 30, 2018 was $705,221. In June 2018, the Company issued 600,000 five-year warrants with an exercise price of $0.15 to two individuals for consulting services to be performed between June 6 and December 6, 2018. The fair value of the warrants was $94,844, which is being recognized on a straight-line basis over the six-month service period. During the six months ended June 30, 2018, the Company recognized general and administrative expense of $12,439 related to these warrants. Employee Equity Incentive Plan On January 1, 2016, the Company instituted the Employee Equity Incentive Plan (the “EIP”) for the purpose of having equity awards available to allow for equity participation by its employees. The EIP allows for the issuance of up to 15,503,680 shares of the Company’s common stock to employees, which may be issued in the form of stock options, stock appreciation rights, or restricted shares. The EIP is governed by the Company’s board, or a committee that may be appointed by the board in the future. The following table summarizes the status of shares issued and outstanding under the EIP outstanding as of and for the six months ended June 30, 2018 and 2017: 2018 2017 Outstanding at beginning of the period 1,498,750 1,552,500 Granted during the period --- --- Terminated during the period --- (110,000 ) Outstanding at end of the period 1,498,750 1,442,500 Shares vested at period-end 1,058,750 813,750 Weighted average grant date fair value of shares granted during the period $ --- $ --- Aggregate grant date fair value of shares granted during the period $ --- $ --- Shares available for grant pursuant to EIP at period-end 11,496,934 11,711,184 Total stock based compensation recognized for grants under the EIP was $6,445 and $6,020 during the six months ended June 30, 2018 and 2017, respectively. Total unrecognized stock compensation related to these grants was $38,335 as of June 30, 2018. A summary of the status of non-vested shares issued pursuant to the EIP as of and for the six months ended June 30, 2018 and 2017 is presented below: 2018 2017 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Nonvested at beginning of period 628,750 $ 0.05 940,000 $ 0.04 Granted --- $ --- --- $ --- Vested (188,750 ) $ 0.04 (207,500 ) $ 0.04 Forfeited --- $ --- (110,000 ) $ 0.05 Nonvested at end of period 440,000 $ 0.05 622,500 $ 0.04 Employee Stock Options The following table summarizes the status of options outstanding as of and for the six months ended June 30, 2018 and 2017: 2018 2017 Weighted Weighted Average Average Exercise Exercise Number Price Number Price Outstanding at beginning of the period 2,349,996 $ 0.12 2,349,996 $ 0.12 Granted during the period 158,000 $ 0.11 --- $ --- Exercised during the period --- $ --- --- $ --- Forfeited during the period --- $ --- --- $ --- Outstanding at end of the period 2,507,996 $ 0.12 2,349,996 $ 0.12 Options exercisable at period-end 836,000 100,000 Weighted average remaining life (in years) 7.9 9.1 Weighted average grant date fair value of options granted during the period $ 0.09 $ --- Options available for grant at period-end 11,496,934 11,711,184 The following table summarizes information about the Company’s stock options outstanding as of June 30, 2018: Options Outstanding Options Exercisable Weighted- Average Weighted- Weighted- Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life (years) Price Exercisable Price $ --- to 0.10 1,733,000 7.6 $ 0.08 783,000 0.08 $ 0.11 to 0.20 774,996 8.5 $ 0.20 53,000 0.19 $ 0.08 to 0.20 2,507,996 7.9 $ 0.12 836,000 $ 0.09 Total stock based compensation recognized related to option grants was $3,223 and $2,750 during the three months ended June 30, 2018 and 2017, respectively, and $6,445 and $5,900 during the six months ended June 30, 2018 and 2017. A summary of the status of non-vested options issued pursuant to the EIP as of and for the six months ended June 30, 2018 and 2017 is presented below: 2018 2017 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Nonvested at beginning of period 1,774,996 $ 0.03 2,249,996 $ 0.03 Granted 158,000 $ 0.09 --- $ --- Vested (261,000 ) $ 0.02 --- $ --- Forfeited --- $ --- --- $ --- Nonvested at end of period 1,671,996 $ 0.03 2,249,996 $ 0.03 | NOTE 11 – SHAREHOLDERS’ DEFICIT Common Stock The holders of the Company’s common stock are entitled to one vote per share. In addition, the holders of common stock will be entitled to receive ratably dividends, if any, declared by the board of directors out of legally available funds; however, the current policy of the board of directors is to retain earnings, if any, for operations and growth. Upon liquidation, dissolution or winding-up, the holders of common stock will be entitled to share ratably in all assets that are legally available for distribution. The holders of common stock will have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of common stock will be subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock, which may be designated solely by action of the board of directors and issued in the future. On January 3, 2018, holders of a majority of the voting power of the outstanding capital stock of the Company, acting by written consented, authorized and approved an amendment to the Amended and Restated Articles of Incorporation of the Company increasing the amount of authorized shares of common stock to 500,000,000 shares from 230,000,000 shares. On February 5, 2018, the Company filed the amendment with the Secretary of State of Nevada to effect the increase. Preferred Stock The Company’s board of directors will be authorized, subject to any limitations prescribed by law, without further vote or action by our stockholders, to issue from time to time shares of preferred stock in one or more series. Each series of preferred stock will have the number of shares, designations, preferences, voting powers, qualifications and special or relative rights or privileges as shall be determined by our board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights. On September 4, 2014, the Company filed with the Nevada Secretary of State a certificate of designation for up to 20,000,000 shares of Series A Convertible Preferred Stock (the “Series A”). Each share of Series A Convertible Preferred Stock (“Series A”) issued in 2014 converts into one share of common, has voting rights on an as converted basis, and receives liquidation preferences. Series A shares are not redeemable and have no dividend rights. No shares of Series A were outstanding as of December 31, 2017 or 2016. Issuance of Common Stock During the year ended December 31, 2017, the Company sold 4,412,498 shares of common stock in private placement transactions to 15 investors. The Company received $533,000 in proceeds from the sales. The shares were issued at a share price between $0.10 and $0.30 per share. During the year ended December 31, 2017, the Company sold 1,461,111 shares of common stock in private placement transactions to 3 investors and received $288,000 in proceeds from the sales. The shares were issued at a share price between $0.18 and $0.20 per share. In connection with the stock sales, the Company also issued 959,998 five-year warrants to purchase shares of common stock at an exercise price of $0.30 per share. During the years ended December 31, 2017, the Company issued 222,588 common shares pursuant to draws made by the Company under the Investment Agreement. The Company received $27,640 in proceeds from the draws. During the years ended December 31, 2017, the Company issued 276,850 shares to a consultant and 176,250 to employees that vested pursuant to prior grants made under the Company’s Employee Equity Incentive Plan (the “EIP”). Common Stock Issuable As of December 31, 2017 and 2016, the Company was obligated to issue 47,101 and 80,643 shares of common stock, respectively, in exchange for professional services provided by a third party consultant beginning in the fourth quarter of 2016. During the years ended December 31, 2017, the Company recognized expense related to shares earned by the consultant of $58,265 and $6,451, respectively. During August 2017, 276,850 shares were issued to the consultant with a value of $49,996, in satisfaction of shares accrued through August 25, 2017. As of December 31, 2017 and 2016, the Company was obligated to issue 75,000 shares to an employee pursuant to the EIP. The shares were issued in February 2017. Stock Warrants Transactions involving our stock warrants during the years ended December 31, 2017 and 2016 are summarized as follows: 2017 2016 Weighted Weighted Average Average Exercise Exercise Number Price Number Price Outstanding at beginning of the period 10,576,389 $ 0.08 2,000,000 $ 0.05 Granted during the period 9,949,998 $ 0.39 8,576,389 $ 0.09 Exercised during the period --- $ --- --- $ --- Terminated during the period --- $ --- --- $ --- Outstanding at end of the period 20,526,387 $ 0.23 10,576,389 $ Exercisable at end of the period 20,526,387 $ 0.23 10,576,389 $ 0.08 Weighted average remaining life 4.2 years 5.2 years The following table summarizes information about the Company’s stock warrants outstanding as of December 31, 2017: Warrants Outstanding Warrants Exercisable Weighted- Average Weighted- Weighted- Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life (years) Price Exercisable Price $ 0.05 to 0.09 8,388,889 4.3 $ 0.08 8,388,889 $ 0.08 $ 0.10 to 0.15 2,687,500 3.6 $ 0.11 2,687,500 $ 0.11 $ 0.25 to 0.50 8,259,998 0.9 $ 0.88 8,259,998 $ 0.88 $ 0.51 to 1.00 1,190,000 4.3 $ 0.97 1,190,000 $ 0.97 $ 0.05 to 1.00 20,526,387 2.9 $ 0.46 20,526,387 $ 0.46 During the year ended December 31, 2017, the Company issued 9,949,998 warrants. The fair value of warrants issued in 2017 was calculated using the Black-Scholes pricing model with the following assumptions: risk-free interest rate of 1.74% to 2.01%, expected life of 5 years, volatility of 40.00% to 190.86%, and expected dividend yield of zero. The aggregate grant date fair value of warrants issued during the years ended December 31, 2017 and 2016 was $629,299 and $135,023, respectively. Employee Equity Incentive Plan On January 1, 2016, the Company instituted the EIP for the purpose of having equity awards available to allow for equity participation by its employees. The EIP allows for the issuance of up to 15,503,680 shares of the Company’s common stock to employees, which may be issued in the form of stock options, stock appreciation rights, or restricted shares. The EIP is governed by the Company’s board, or a committee that may be appointed by the board in the future. During August 2017, the Company issued 207,500 shares of common stock to employees under the EIP as a result of grants made in 2016 that vested during 2017. The following table summarizes the status of shares issued and outstanding under the EIP outstanding as of and for the years ended December 31, 2017 and 2016: 2017 2016 Outstanding at beginning of the period 1,552,500 --- Granted during the period 175,000 1,552,500 Terminated during the period (228,750 ) --- Outstanding at end of the period 1,498,750 1,552,500 Shares vested at period-end 870,000 612,500 Weighted average grant date fair value of shares granted during the period $ 0.09 $ 0.04 Aggregate grant date fair value of shares granted during the period $ 15,750 $ 63,000 Shares available for grant pursuant to EIP at period-end 11,654,934 11,601,184 Total stock based compensation recognized for grants under the EIP was $11,153 and $12,360 during the years ended December 31, 2017 and 2016, respectively. Total unrecognized stock compensation related to these grants was $41,558 as of December 31, 2017. A summary of the status of non-vested shares issued pursuant to the EIP as of December 31, 2017 is presented below: 2017 2016 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Nonvested at beginning of period 940,000 $ 0.04 --- $ --- Granted 100,000 $ 0.09 1,552,500 $ 0.04 Vested (182,500 ) $ 0.04 (612,500 ) $ 0.04 Forfeited (228,750 ) $ 0.04 --- $ --- Nonvested at end of period 628,750 $ 0.05 940,000 $ 0.04 Employee Stock Options The following table summarizes the status of options outstanding as of and for the years ended of December 31, 2017 and 2016: 2017 2016 Weighted Weighted Average Average Exercise Exercise Number Price Number Price Outstanding at beginning of the period 2,349,996 $ 0.12 --- $ --- Granted during the period --- $ --- 2,349,996 $ 0.12 Exercised during the period --- $ --- --- $ --- Terminated during the period --- $ --- --- $ --- Outstanding at end of the period 2,349,996 $ 0.12 2,349,996 $ 0.12 Options exercisable at period-end 575,000 100,000 Weighted average remaining life (in years) 8.6 9.6 Weighted average grant date fair value of options granted during the period $ --- $ 0.03 Options available for grant at period-end 11,654,934 11,601,184 The following table summarizes information about the Company’s stock options outstanding as of December 31, 2017: Options Outstanding Options Exercisable Weighted- Average Weighted- Weighted- Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life (years) Price Exercisable Price $ 0.08 1,600,000 8.5 $ 0.08 525,000 $ 0.08 $ 0.20 749,996 8.9 $ 0.20 50,000 $ 0.20 $ 0.08 to 0.20 2,349,996 8.6 $ 0.12 575,000 $ 0.09 Total stock based compensation recognized related to option grants was $9,779 and $8,067 during the years ended December 31, 2017 and 2016, respectively. A summary of the status of non-vested options issued pursuant to the EIP as of December 31, 2017 and 2016 is presented below: 2017 2016 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Nonvested at beginning of period 2,249,996 $ 0.03 --- $ --- Granted --- $ --- 2,349,996 $ 0.03 Vested (475,000 ) $ 0.03 (100,000 ) $ 0.03 Forfeited --- $ --- --- $ --- Nonvested at end of period 1,774,996 $ 0.03 2,249,996 $ 0.03 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Commitments and Contingencies [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 12 – COMMITMENTS AND CONTINGENCIES Service contracts The Company carries various service contracts on its office buildings & certain copier equipment for repairs, maintenance and inspections. All contracts are short term and can be cancelled. Litigation From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. Leases The Company has two real estate leases in Naples, Florida. The Company entered into an operating lease for its main office in Naples, Florida beginning on August 1, 2013 and expiring July 31, 2020. The lease is for a 6901 square-foot space. The base rent for the first full year of the lease term is $251,287 per annum with increases during the period. The Company entered into another operating lease in the same building for an additional 361 square feet space for use of the medical equipment for the same period. The base rent for the first full year of the lease term is $13,140 per annum. During 2017, the Company entered into an agreement with MOD pursuant to which the Company will pay rent to MOD in the amount of $2,040 per month for office space in MOD’s facility used by the Company and its employees. The agreement is effective from January 1, 2017 through July 31, 2018. During the six months ended June 30, 2018 and 2017, the Company recognized rent expense related to the marketing agreement in the amount of $12,240 and $12,240, respectively, pursuant to this agreement and had prepaid an additional $18,217 toward future rent as of June 30, 2018. Total lease expense for the three months ended June, 2018 and 2017 was $68,610 and $78,530, respectively. Total lease expense for the six months ended June, 2018 and 2017 was $146,621 and $140,290, respectively. Future minimum lease payments (excluding real estate taxes and maintenance costs) as of June 30, 2018 are as follows: 2018 (July to December) $ 137,006 2019 273,856 2020 162,055 2021 --- 2022 --- Total $ 572,917 Employment/Consulting Agreements The Company has employment agreements with each of its four physicians. The agreements generally call for a fixed salary at the beginning of the contract with a transaction to performance based pay later in the contract. The contracts expire at various times through 2019, with early termination available upon a notice period of 30-90 days during which compensation is paid to the physician but NWC has no further severance obligation. On July 1, 2016, HLYK entered into an employment agreement with Dr. Michael Dent, Chief Executive Officer and a member of the Board of Directors. Dr. Dent’s employment agreement continues until terminated by Dr. Dent or HLYK. If Dr. Dent’s employment is terminated by HLYK (unless such termination is “For Cause” as defined in his employment agreement), then upon signing a general waiver and release, Dr. Dent will be entitled to severance in an amount equal to 12 months of his then-current annual base salary, as well as the pro-rata portion of any bonus that would be due and payable to him. In the event that Dr. Dent terminates the employment agreement, he shall be entitled to any accrued but unpaid salary and other benefits up to and including the date of termination, and the pro-rata portion of any unvested time-based options up until the date of termination. On July 1, 2016, HLYK entered into an agreement with Mr. George O’Leary, the Company’s Chief Financial Officer and a member of the Board of Directors, extending his prior agreement with the Company. Mr. O’Leary’s employment agreement continues until terminated by Mr. O’Leary or HLYK. If Mr. O’Leary employment is terminated by HLYK (unless such termination is “For Cause” as defined in his employment agreement), then upon signing a general waiver and release, Mr. O’Leary will be entitled to receive his base salary and the Company shall maintain his employee benefits for a period of twelve (12) months beginning on the date of termination. In the event that Mr. O’Leary terminates the agreement, he shall be entitled to any accrued by unpaid salary and other benefits up to and including the date of termination. On July 1, 2018, HLYK and Mr. O’Leary entered into an Extension Letter Agreement pursuant to which Mr. O’Leary was increased to full time employment (previously half-time) and agreed to extend the term of his employment to June 30, 2022. In addition to a base salary, the extension provides Mr. O’Leary with certain performance-based cash bonuses, stock grants, and stock option grants. | NOTE 12 – COMMITMENTS AND CONTINGENCIES Service contracts The Company carries various service contracts on its office buildings & certain copier equipment for repairs, maintenance and inspections. All contracts are short term and can be cancelled. Litigation From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. Leases The Company has two real estate leases in Naples, Florida. The Company entered into an operating lease for its main office in Naples, Florida beginning on August 1, 2013 and expiring July 31, 2020. The lease is for a 6901 square-foot space. The base rent for the first full year of the lease term is $251,287 per annum with increases during the period. The Company entered into another operating lease in the same building for an additional 361 square feet space for use of the medical equipment for the same period. The base rent for the first full year of the lease term is $13,140 per annum. During the year ended December 31, 2017, the Company entered into an agreement with MOD pursuant to which the Company will pay rent to MOD in the amount of $2,040 per month for office space in MOD’s facility used by the Company and its employees. The agreement is effective from January 1, 2017 through July 31, 2018. During the years ended December 31, 2017 and 2016, the Company recognized rent expense related to the marketing agreement in the amount of $24,480 and $-0-, respectively, pursuant to this agreement and had prepaid an additional $24,459 toward future rent as of December 31, 2017. Total lease expense for the years ended December 31, 2017 and 2016 was $294,745 and $336,385, respectively. Future minimum lease payments (excluding real estate taxes and maintenance costs) as of December 31, 2017 are as follows: 2018 $ 281,460 2019 273,856 2020 162,055 2021 --- 2022 --- Total $ 717,371 Employment/Consulting Agreements The Company has employment agreements with each of its four physicians. The agreements generally call for a fixed salary at the beginning of the contract with a transaction to performance based pay later in the contract. The contracts expire at various times through 2019, with early termination available upon a notice period of 30-90 days during which compensation is paid to the physician but NWC has no further severance obligation. During 2016, Dr. Dent retired from practice to focus on his duties as CEO of HLYK. On July 1, 2016, HLYK entered into an employment agreement with Dr. Michael Dent, Chief Executive Officer and a member of the Board of Directors. Dr. Dent’s employment agreement continues until terminated by Dr. Dent or HLYK. If Dr. Dent’s employment is terminated by HLYK (unless such termination is “For Cause” as defined in his employment agreement), then upon signing a general waiver and release, Dr. Dent will be entitled to severance in an amount equal to 12 months of his then-current annual base salary, as well as the pro-rata portion of any bonus that would be due and payable to him. In the event that Dr. Dent terminates the employment agreement, he shall be entitled to any accrued but unpaid salary and other benefits up to and including the date of termination, and the pro-rata portion of any unvested time-based options up until the date of termination. On July 1, 2016, HLYK entered into an agreement with Mr. George O’Leary, HLYK’s Chief Financial Officer and a member of the Board of Directors, extending his prior agreement with the Company. Mr. O’Leary’s employment agreement continues until terminated by Mr. O’Leary or HLYK. If Mr. O’Leary employment is terminated by HLYK (unless such termination is “For Cause” as defined in his employment agreement), then upon signing a general waiver and release, Mr. O’Leary will be entitled to receive his base salary and the Company shall maintain his employee benefits for a period of twelve (12) months beginning on the date of termination. In the event that Mr. O’Leary terminates the agreement, he shall be entitled to any accrued by unpaid salary and other benefits up to and including the date of termination. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 13 – INCOME TAXES The tax reform bill that Congress voted to approve Dec. 20, 2017, also known as the “Tax Cuts and Jobs Act”, made sweeping modifications to the Internal Revenue Code, including a much lower corporate tax rate, changes to credits and deductions, and a move to a territorial system for corporations that have overseas earnings. The act replaced the prior-law graduated corporate tax rate, which taxed income over $10 million at 35%, with a flat rate of 21%. The Company has not reviewed the all of the changes the “Tax Cuts and Jobs Act” that will apply to the Company, but is reviewing such changes. Due to the continuing loss position of the Company, such changes should not be material. The following is a reconciliation of the statutory federal income tax rate applied to pre-tax accounting net loss compared to the income taxes in the consolidated statement of operations: 2017 2016 Pre-tax loss $ (2,581,011 ) $ (1,376,406 ) Statutory rate - Tax Law Change 2017 21 % 21 % Income tax benefit at statutory rate (542,012 ) (289,045 ) Permanent and other differences --- --- Change in valuation allowance $ (542,012 ) $ (289,045 ) As of December 31, 2017 and 2016, the types of temporary differences between the tax basis of assets and liabilities and their financial reporting amounts which gave rise to deferred taxes, and their tax effects were as follows: 2017 2016 Net operating loss carryforwards $ 576,049 $ 34,037 Stock based compensation expense --- --- Total deferred tax assets 576,049 34,037 Valuation allowance (576,049 ) (34,037 ) Net deferred tax assets $ --- $ --- Due to the uncertainty of the utilization and recoverability of the loss carry-forwards and other deferred tax assets, Management has determined a full valuation allowance for the deferred tax assets, since it is more likely than not that the deferred tax assets will not be realizable. Prior to 2014, the Company was an S-Corporation, as defined in the Internal Revenue Code. As an S-Corporation, income/losses were passed through to the stockholders for each year. During 2014, the Company failed to meet the requirements of an S-Corporation when it authorized and issued a second class of stock other than common stock. The S-Corporation requirements allow only one class of stock, among other certain requirements, to maintain S-Corporation status, as defined. The Company upon failing to maintain its S Corporation status became a C-Corporation during 2014. Prior year losses and up to the date that the Company lost its S-Corporation status are not available to the Company, since they were passed through to qualified S-Corporation shareholders. The net operating loss (“NOL”) carryovers presented in this note are estimates based on the losses reported at December 31, 2017, 2016 and 2015. Such NOL carryovers could also be subject to IRC Section 382 change of ownership rules, but management has not reviewed the Company’s ownership changes at the date of this filing. Since the NOLs based upon management’s assessment have a full valuation allowance, no benefit has been taken for the NOL’s, as of the filing date. Prior to September 5, 2014, the date on which NWC and HLYK completed the Restructuring, the Company’s business was comprised of the operations of NWC, which at the time was an LLC comprised of two members. All income taxes resulting from the operation of NWC were passed through to the personal income tax returns of the LLC members. Subsequent to September 5, 2014, HLKD reports the consolidated operations of NWC and HLKD in its tax returns. On a consolidated basis, the Company did not have any tax liability for 2016 or 2017 due to its pre-tax losses. Such return filings are being reviewed by Management, based upon the Company failing to meet the S-Corporation status, as defined. The Company believes there would be no tax liability created for the S corporation failure, since the Company has had losses for the periods presented in this filing. The Company has not taken any uncertain tax positions on any of its open income tax returns filed through the period ended December 31, 2017. The Company’s methods of accounting are based on established income tax principles in the Internal Revenue Code and are properly calculated and reflected within its income tax returns on the accrual basis. In addition, Management believes it has filed income tax returns in all applicable jurisdictions in which the Company had material nexus warranting an income tax return filing. The Company re-assesses the validity of its conclusions regarding uncertain tax positions on a quarterly basis to determine if facts or circumstances have arisen that might cause the Company to change its judgment regarding the likelihood of a tax position’s sustainability under audit. The Company has determined that there were no uncertain tax positions for the years ended December 31, 2017 and 2016. |
Segment Reporting
Segment Reporting | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Segment Reporting [Abstract] | ||
SEGMENT REPORTING | NOTE 13 – SEGMENT REPORTING The Company has two reportable segments: NWC and HLYK. NWC is a multi-specialty medical group including OB/GYN (both Obstetrics and Gynecology), and General Practice. The practice’s office is located in Naples, Florida. HLYK plans to operate an online personal medical information and record archive system, the “HealthLynked Network”, which will enable patients and doctors to keep track of medical information via the Internet in a cloud based system. Patients will complete a detailed online personal medical history including past surgical history, medications, allergies, and family history. Once this information is entered patients and their treating physicians will be able to update the information as needed to provide a comprehensive medical history. The Company evaluates performance and allocates resources based on profit or loss from operations before income taxes. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. Segment information for the three months ended June 30, 2018 and 2017 was as follows: Three Months Ended June 30, 2018 Three Months Ended June 30, 2017 NWC HLYK Total NWC HLYK Total Revenue Patient service revenue, net $ 566,320 $ --- $ 566,320 $ 516,798 $ --- $ 516,798 Medicare incentives --- --- --- --- --- --- Total revenue 566,320 --- 566,320 516,798 --- 516,798 Operating Expenses Salaries and benefits 348,955 269,188 618,143 334,484 160,647 495,131 General and administrative 190,808 361,775 552,583 213,501 284,877 498,378 Depreciation and amortization 5,575 454 6,029 5,602 257 5,859 Total Operating Expenses 545,338 631,417 1,176,755 553,587 445,781 999,368 Loss from operations $ 20,982 $ (631,417 ) $ (610,435 ) $ (36,789 ) $ (445,781 ) $ (482,570 ) Other Segment Information Interest expense $ 6,005 $ 45,001 $ 51,006 $ 5,603 $ 14,607 $ 20,210 Loss on extinguishment of debt $ --- $ (16,864 ) $ (16,864 ) $ --- $ --- $ --- Loss at inception of convertible notes payable $ --- $ 248,443 $ 248,443 $ --- $ --- $ --- Amortization of original issue and debt discounts on convertible notes $ --- $ 244,563 $ 244,563 $ --- $ 58,524 $ 58,524 Change in fair value of derivative financial instruments $ --- $ 52,786 $ 52,786 $ --- $ --- $ --- Segment information for the six months ended June 30, 2018 and 2017 was as follows: Six Months Ended June 30, 2018 Six Months Ended June 30, 2017 NWC HLYK Total NWC HLYK Total Revenue Patient service revenue, net $ 1,211,959 $--- $ 1,211,959 $ 992,916 $ --- $ 992,916 Medicare incentives --- --- --- --- --- --- Total revenue 1,211,959 --- 1,211,959 992,916 --- 992,916 Operating Expenses Salaries and benefits 752,010 426,989 1,178,999 679,438 283,567 963,005 General and administrative 416,460 710,951 1,127,411 390,834 497,570 888,404 Depreciation and amortization 11,149 909 12,058 11,257 310 11,567 Total Operating Expenses 1,179,619 1,138,849 2,318,468 1,081,529 781,447 1,862,976 Loss from operations $ 32,340 $ (1,138,849 ) $ (1,106,509 ) $ (88,613 ) $ (781,447 ) $ (870,060 ) Other Segment Information Interest expense $ 11,702 $ 79,651 $ 91,353 $ 11,363 $ 26,434 $ 37,797 Loss on extinguishment of debt $ --- $ 308,359 $ 308,359 $ --- $ --- $ --- Loss at inception of convertible notes payable $ --- $ 440,505 $ 440,505 $ --- $ --- $ --- Amortization of original issue and debt discounts on convertible notes $ --- $ 399,398 $ 399,398 $ --- $ 130,568 $ 130,568 Change in fair value of derivative financial instruments $ --- $ 38,165 $ 38,165 $ --- $ --- $ --- As of June 30, 2018 As of December 31, 2017 Identifiable assets $ 238,025 $ 447,305 $ 685,330 $ 248,255 $ 108,267 $ 356,522 During the three and six months ended June 30, 2018, HLYK recognized revenue of $6,888 related to subscription revenue billed to and paid for by NWC physicians for access to the HealthLynked Network, which the Company test-launched starting in the third quarter of 2017. The revenue for HLYK and related expense for NWC were eliminated on consolidation. | NOTE 14 – SEGMENT REPORTING The Company has two reportable segments: NWC and HLYK. NWC is a multi-specialty medical group including OB/GYN (both Obstetrics and Gynecology), and General Practice. The practice’s office is located in Naples, Florida. HLYK plans to operate an online personal medical information and record archive system, the “HealthLynked Network”, which will enable patients and doctors to keep track of medical information via the Internet in a cloud based system. Patients will complete a detailed online personal medical history including past surgical history, medications, allergies, and family history. Once this information is entered patients and their treating physicians will be able to update the information as needed to provide a comprehensive medical history. The Company evaluates performance and allocates resources based on profit or loss from operations before income taxes. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. Segment information for the years ended December 31, 2017 and 2016 was as follows: 2017 2016 NWC HLYK Total NWC HLYK Total Revenue Patient service revenue, net $ 2,103,579 $ --- $ 2,103,579 $ 1,945,664 $ --- $ 1,945,664 Medicare incentives --- --- --- --- --- --- Total revenue 2,103,579 --- 2,103,579 1,945,664 --- 1,945,664 Operating Expenses Salaries and benefits 1,395,455 626,990 2,022,445 1,338,572 221,153 1,559,725 General and administrative 854,080 994,786 1,848,866 1,023,691 520,175 1,543,866 Depreciation and amortization 22,387 1,219 23,606 16,461 --- 16,461 Total Operating Expenses 2,271,922 1,622,995 3,894,917 2,378,724 741,328 3,120,052 Loss from operations $ (168,343 ) $ (1,622,995 ) $ (1,791,338 ) $ (433,060 ) $ (741,328 ) $ (1,174,388 ) Other Segment Information Interest expense $ 22,857 $ 76,811 $ 99,668 $ 18,083 $ 18,545 $ 36,628 Loss on extinguishment of debt $ --- $ 290,581 $ 290,581 $ --- $ --- $ --- Loss at inception of convertible notes payable $ --- $ 72,956 $ 72,956 $ --- $ --- $ --- Amortization of original issue and debt discounts on convertible notes $ --- $ 330,435 $ 330,435 $ --- $ 208,626 $ 208,626 Proceeds from settlement of lawsuit $ --- $ --- $ --- $ (43,236 ) $ --- $ (43,236 ) Change in fair value of derivative financial instruments $ --- $ (3,967 ) $ (3,967 ) $ --- $ --- $ --- Identifiable assets $ 269,424 $ 170,359 $ 439,783 $ 240,115 $ 89,396 $ 329,511 During the year ended December 31, 2017, HLYK realized revenue of $4,414 to subscription revenue billed to and paid for by NWC physicians for access to the HealthLynked Network, which the Company test-launched during the third quarter of 2017. The revenue for HLYK and related expense for NWC were eliminated on consolidation. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments | NOTE 14 – FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, approximate their respective fair values due to the short-term nature of such instruments. The Company measures certain financial instruments at fair value on a recurring basis, including certain convertible notes payable and related party loans which were extinguished and reissued and are therefore subject to fair value measurement, as well as derivative financial instruments arising from conversion features embedded in convertible promissory notes for which the conversion rate is not fixed. All financial instruments carried at fair value fall within Level 3 of the fair value hierarchy as their value is based on unobservable inputs. The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made. The following table summarizes the conclusions reached regarding fair value measurements as of June 30, 2018 and December 31, 2017: As of June 30, 2018 Total Level 1 Level 2 Level 3 Fair Value Convertible notes payable $ --- $ --- $ 795,233 $ 795,233 Notes payable to related party --- --- 196,952 196,952 Derivative financial instruments --- --- 1,389,689 1,389,689 Total $ --- $ --- $ 2,381,874 $ 2,381,874 As of December 31, 2017 Total Level 1 Level 2 Level 3 Fair Value Convertible notes payable $ --- $ --- $ --- $ --- Notes payable to related party --- --- --- --- Derivative financial instruments --- --- 398,489 398,489 Total $ --- $ --- $ 398,489 $ 398,489 The changes in Level 3 financial instruments that are measured at fair value on a recurring basis during the three and six months ended June 30, 2018 and 2017 were as follows: Three Months Ended Six Months Ended 2018 2017 2018 2017 Convertible notes payable $ (20,921 ) $ --- $ (75,418 ) $ --- Notes payable to related party (4,531 ) --- (7,980 ) --- Derivative financial instruments 52,786 --- 38,165 --- Total $ 27,334 $ --- $ (45,233 ) $ --- |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS On July 11, 2018, the Company issued 200,000 three-year warrants with an exercise price of $0.25 and 300,000 three-year warrants with an exercise price of $0.50 to Iconic in exchange for extending the maturity date of the $550k Note, the $50k Note and the $111k Note until July 31, 2019. On July 13, 2018, the Company issued 175,000 three-year warrants with an exercise price of $0.25 and 75,000 three-year warrants with an exercise price of $0.50 to Iconic in exchange for further extending the maturity date of the $550k Note, the $50k Note and the $111k Note until December 31, 2019. On July 18, 2018, the Company completed a $2,000,000 private placement of common stock and warrants with an accredited investor. The Company issued 3,900,000 shares of common stock, pre-funded warrants to purchase 4,100,000 shares of common stock, and warrants to purchase 8,000,000 shares of common stock, plus additional warrants to purchase shares of common stock that may become exercisable following the registration of the securities issued in the private placement. On August 7, 2018, the Company repaid the $113k Note in full for a total payment of $151,536. | NOTE 15 – SUBSEQUENT EVENTS On January 2, 2018, the Company entered into a securities purchase agreement for the sale of a $57,750 convertible note (the “$58k Note”). The transaction closed on January 3, 2018. The $58k Note included a $5,250 original issue discount and $2,500 fee for net proceeds of $50,000. The $58k Note has an interest rate of 10% and a default interest rate of 18% and matures on January 2, 2019. The $58k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 40% discount to the lowest bid or trading price of the Company’s common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the Note, 200% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due. On January 3, 2018, holders of a majority of the voting power of the outstanding capital stock of the Company, acting by written consented, authorized and approved an amendment to the Amended and Restated Articles of Incorporation of the Company increasing the amount of authorized shares of common stock to 500,000,000 shares from 230,000,000 shares. On February 5, 2018, the Company filed the amendment with the Secretary of State of Nevada to effect the increase. On January 8, 2018, Michael Dent loaned $75,000 to the Company in the form of an unsecured promissory note. The note bears interest at 10% per annum and matures on January 9, 2019. On January 8, 2018, the Company prepaid the balance on the $53k Note, including accrued interest, for the amount of $74,922. On January 11, 2018, the Company sold 588,235 shares of common stock in a private placement transaction to an investor and received $50,000 in proceeds from the sale. The shares were issued at a share price of $0.085 per share. In connection with the stock sales, the Company also issued 588,235 five-year warrants to purchase shares of common stock at an exercise price of $0.15 per share. On February 2, 2018, the Company entered into a securities purchase agreement for the sale of a $112,750 convertible note (the “$113k Note”). The transaction closed on February 8, 2018. The $113k Note included $12,750 fees for net proceeds of $100,000. The $113k Note has an interest rate of 10% and a default interest rate of 24% and matures on February 2, 2019. The $113k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 40% discount to the lowest bid or trading price of the Company’s common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the Note, 200% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due. On February 12, 2018, the Company issued a warrant to purchase 6,678,462 shares of common stock to Chief Executive Officer and Chairman Dr. Michael Dent as an inducement to (i) extend the maturity dates of up to $439,450 loaned by Dr. Dent to the Company in 2017 and 2018 in the form of unsecured promissory notes, including $75,000 loaned from Dr. Dent to the Company in January 2018 to allow the Company to retire an existing convertible promissory note payable to Power-up Lending Group Ltd. before such convertible promissory note became eligible for conversion, and (ii) provide continued loans to the Company. The warrant is immediately exercisable at an exercise price of $0.065 per share, subject to adjustment, and expires five years after the date of issuance. On February 13, 2018, the Company entered into a securities purchase agreement for the sale of a $83,000 convertible note (the “$83k Note”). The transaction closed on February 21, 2018. The $83k Note included $8,000 fees for net proceeds of $75,000. The $83k Note has an interest rate of 10% and a default interest rate of 24% and matures on February 13, 2019. The $113k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 40% discount to the lowest bid or trading price of the Company’s common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default, 200% of the outstanding principal and any interest due amount shall be immediately due. On February 28, 2018, the Company sold 2,352,942 shares of common stock in private placement transactions to two investors and received $200,000 in proceeds from the sale. The shares were issued at a share price of $0.085 per share. In connection with the stock sales, the Company also issued 1,764,706 five-year warrants to purchase shares of common stock at an exercise price of $0.15 per share. On March 5, 2018, the Company entered into a securities purchase agreement for the sale of a $105,000 convertible note (the “$105k Note”). The transaction closed on March 12, 2018. The $105k Note included $5,000 fees for net proceeds of $100,000. The $105k Note has an interest rate of 10% and a default interest rate of 24% and matures on March 5, 2019. The $113k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 9.9% beneficial ownership limitation, at a conversion price per share equal to 40% discount to the lowest bid or trading price of the Company’s common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default, 110-150% of the outstanding principal and any interest due amount shall be immediately due, depending on the nature of the breach. On March 5, 2018, the Company prepaid the balance on the $35k Note, including accrued interest, for the amount of $49,502. On March 13, 2018, the Company prepaid the balance on the $55k Note, including accrued interest, for the amount of $85,258. |
Significant Accounting Polici23
Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Significant Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). All amounts referred to in the notes to the condensed consolidated financial statements are in United States Dollars ($) unless stated otherwise. | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). All amounts referred to in the notes to the consolidated financial statements are in United States Dollars ($) unless stated otherwise. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Significant estimates include assumptions about collection of accounts receivable, the valuation and recognition of stock-based compensation expense, valuation allowance for deferred tax assets and useful life of fixed assets. | Use of Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Significant estimates include assumptions about collection of accounts receivable, the valuation and recognition of stock-based compensation expense, valuation allowance for deferred tax assets and useful life of fixed assets. |
Patient Service Revenue | Patient Service Revenue Patient service revenue is reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for providing patient care. These amounts are due from patients and third-party payors (including health insurers and government programs) and includes variable consideration for retroactive revenue adjustments due to settlement of audits, reviews, and investigations. Generally, the Company bills patients and third-party payors within days after the services are performed and/or the patient is discharged from the facility. Revenue is recognized as performance obligations are satisfied. Performance obligations are determined based on the nature of the services provided by the Company. Revenue for performance obligations satisfied over time is recognized based on actual charges incurred in relation to total expected charges. The Company believes that this method provides a faithful depiction of the transfer of services over the term of the performance obligation based on the inputs needed to satisfy the obligation. Revenue for performance obligations satisfied at a point in time is recognized when goods or services are provided and the Company does not believe it is required to provide additional goods or services to the patient. The Company determines the transaction price based on standard charges for goods and services provided, reduced by contractual adjustments provided to third-party payors, discounts provided to uninsured patients in accordance with the Company’s policy, and/or implicit price concessions provided to uninsured patients. The Company determines its estimates of contractual adjustments and discounts based on contractual agreements, its discount policies, and historical experience. The Company determines its estimate of implicit price concessions based on its historical collection experience with this class of patients. Agreements with third-party payors typically provide for payments at amounts less than established charges. A summary of the payment arrangements with major third-party payors follows: ● Medicare: ● Medicaid: ● Other: Laws and regulations concerning government programs, including Medicare and Medicaid, are complex and subject to varying interpretation. As a result of investigations by governmental agencies, various health care organizations have received requests for information and notices regarding alleged noncompliance with those laws and regulations, which, in some instances, have resulted in organizations entering into significant settlement agreements. Compliance with such laws and regulations may also be subject to future government review and interpretation as well as significant regulatory action, including fines, penalties, and potential exclusion from the related programs. There can be no assurance that regulatory authorities will not challenge the Company’s compliance with these laws and regulations, and it is not possible to determine the impact, if any, such claims or penalties would have upon the Company. In addition, the contracts the Company has with commercial payors also provide for retroactive audit and review of claims. Settlements with third-party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known, or as years are settled or are no longer subject to such audits, reviews, and investigations. The Company also provides services to uninsured patients, and offers those uninsured patients a discount, either by policy or law, from standard charges. The Company estimates the transaction price for patients with deductibles and coinsurance and from those who are uninsured based on historical experience and current market conditions. The initial estimate of the transaction price is determined by reducing the standard charge by any contractual adjustments, discounts, and implicit price concessions. Subsequent changes to the estimate of the transaction price are generally recorded as adjustments to patient service revenue in the period of the change. | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Patient service revenues are recognized at the time of service for the net amount expected to be collected. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments |
Cash and Cash Equivalents | Cash and Cash Equivalents For financial statement purposes, the Company considers all highly-liquid investments with original maturities of three months or less to be cash and cash equivalents. | Cash and Cash Equivalents For financial statement purposes, the Company considers all highly-liquid investments with original maturities of three months or less to be cash and cash equivalents. |
Accounts receivable | Accounts Receivable Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past collectability of the insurance companies, government agencies, and customers’ accounts receivable during the related period which generally approximates 45% of total billings. Trade accounts receivable are recorded at this net amount. As of June 30, 2018 and December 31, 2017, the Company’s gross accounts receivable were $286,728 and $269,501, respectively, and net accounts receivable were $141,853 and $113,349, respectively, based upon net reporting of accounts receivable. | Accounts Receivable Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past collectability of the insurance companies, government agencies, and customers’ accounts receivable during the related period which generally approximates 45% of total billings. Trade accounts receivable are recorded at this net amount. As of December 31, 2017 and December 31, 2016, the Company’s gross accounts receivable were $256,446 and $333,804, respectively, and net accounts receivable were $113,349 and $146,874, respectively, based upon net reporting of accounts receivable. |
Capital Leases | Capital Leases Costs associated with capitalized leases are capitalized and depreciated ratably over the term of the related useful life of the asset and/or the capital lease term. The related depreciation was $4,587 and $4,587 for the three months ended June 30, 2018 and 2017, respectively, and $9,174 and $9,174 for the six months ended June 30, 2018 and 2017, respectively. Accumulated depreciation of capitalized leases was $312,912 and $303,738 at June 30, 2018 and December 31, 2017, respectively. | Capital Leases Costs associated with capitalized leases are capitalized and depreciated ratably over the term of the related useful life of the asset and/or the capital lease term. The related depreciation for the years ended December 31, 2017 and 2016 was $18,348 and $18,348, respectively. Accumulated depreciation of capitalized leases was $303,738 and $285,390 at December 31, 2017 and 2016, respectively. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. There are no patients/customers that represent 10% or more of the Company’s revenue or accounts receivable. Generally, the Company’s cash and cash equivalents are in checking accounts. | Concentrations of Credit Risk The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. There are no patients/customers that represent 10% or more of the Company’s revenue or accounts receivable. Generally, the Company’s cash and cash equivalents are in checking accounts. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For consolidated financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 5 to 7 years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. There was no impairment as of June 30, 2018 and December 31, 2017. | Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For consolidated financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 5 to 7 years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. There was no impairment as of December 31, 2017 and 2016. |
Convertible Notes | Convertible Notes Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or at the instrument’s maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized as additional paid-in capital and included in equity, net of income tax effects, and is not subsequently remeasured. After initial measurement, they are carried at amortized cost using the effective interest method. Convertible notes for which the maturity date has been extended and that qualify for debt extinguishment treatment are recorded at fair value on the extinguishment date and then revalue at the end of each reporting period, with the change recorded to the statement of operations under “Change in Fair Value of Debt.” | Convertible Notes Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or at the instrument’s maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized as additional paid-in capital and included in equity, net of income tax effects, and is not subsequently remeasured. After initial measurement, they are carried at amortized cost using the effective interest method. |
Derivative Financial Instruments | Derivative Financial Instruments The Company reviews the terms of convertible debt, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received, an immediate charge to income is recognized, in order to initially record the derivative instrument liabilities at their fair value. The discount from the face value of convertible debt instruments resulting from allocating some or all of the proceeds to the derivative instruments is amortized over the life of the instrument through periodic charges to income. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. | Derivative Financial Instruments The Company reviews the terms of convertible debt, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received, an immediate charge to income is recognized, in order to initially record the derivative instrument liabilities at their fair value. The discount from the face value of convertible debt instruments resulting from allocating some or all of the proceeds to the derivative instruments is amortized over the life of the instrument through periodic charges to income. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. |
Fair Value of Assets and Liabilities | Fair Value of Assets and Liabilities Fair value is the price that would be received from the sale of an asset or paid to transfer a liability (i.e. an exit price) in the principal or most advantageous market in an orderly transaction between market participants. In determining fair value, the accounting standards have established a three-level hierarchy that distinguishes between (i) market data obtained or developed from independent sources (i.e., observable data inputs) and (ii) a reporting entity’s own data and assumptions that market participants would use in pricing an asset or liability (i.e., unobservable data inputs). Financial assets and financial liabilities measured and reported at fair value are classified in one of the following categories, in order of priority of observability and objectivity of pricing inputs: ● Level 1 – ● Level 2 ● Level 3 The fair value measurement level for an asset or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs. | Fair Value of Assets and Liabilities Fair value is the price that would be received from the sale of an asset or paid to transfer a liability (i.e. an exit price) in the principal or most advantageous market in an orderly transaction between market participants. In determining fair value, the accounting standards have established a three-level hierarchy that distinguishes between (i) market data obtained or developed from independent sources (i.e., observable data inputs) and (ii) a reporting entity’s own data and assumptions that market participants would use in pricing an asset or liability (i.e., unobservable data inputs). Financial assets and financial liabilities measured and reported at fair value are classified in one of the following categories, in order of priority of observability and objectivity of pricing inputs: ● Level 1 – ● Level 2 ● Level 3 The fair value measurement level for an asset or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. | Stock-Based Compensation The Company accounts for stock based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. |
Income Taxes | Income Taxes The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10") for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. | Income Taxes The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. |
Recurring Fair Value Measurements | Recurring Fair Value Measurements The carrying value of the Company’s financial assets and financial liabilities is their cost, which may differ from fair value. The carrying value of cash held as demand deposits, money market and certificates of deposit, marketable investments, accounts receivable, short-term borrowings, accounts payable, accrued liabilities, and derivative financial instruments approximated their fair value. | Recurring Fair Value Measurements The carrying value of the Company’s financial assets and financial liabilities is their cost, which may differ from fair value. The carrying value of cash held as demand deposits, money market and certificates of deposit, marketable investments, accounts receivable, short-term borrowings, accounts payable, accrued liabilities, and derivative financial instruments approximated their fair value. |
Net Income (Loss) per Share | Net Income (Loss) per Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. During the three and six month periods ended June 30, 2018 and 2017, the Company reported a net loss and excluded all outstanding stock options, warrants and other dilutive securities from the calculation of diluted net loss per common share because inclusion of these securities would have been anti-dilutive. As of June 30, 2018 and 2017, potentially dilutive securities were comprised of (i) 30,486,790 and 18,566,389 warrants outstanding, respectively, (ii) 2,507,996 and 2,349,996 stock options outstanding, respectively, (iii) 13,238,582 and 7,692,143 shares issuable upon conversion of convertible notes, respectively, and (iv) 440,000 and 622,500 unissued shares subject to future vesting requirements granted pursuant to the Company’s Employee Incentive Plan. | Net Income (Loss) per Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. During the years ended December 31, 2017 and 2016, the Company reported a net loss and excluded all outstanding stock options, warrants and other dilutive securities from the calculation of diluted net loss per common share because inclusion of these securities would have been anti-dilutive. As of December 31, 2017 and 2016, potentially dilutive securities were comprised of (i) 20,526,387 and 10,576,389 warrants outstanding, respectively, (ii) 2,349,996 and 1,600,000 stock options outstanding, respectively, (iii) 20,022,021 and 7,375,000 shares issuable upon conversion of convertible notes, respectively, and (iv) 628,750 and 940,000 unissued shares subject to future vesting requirements granted pursuant to the Company’s Employee Incentive Plan. |
Common stock awards | Common stock awards The Company grants common stock awards to non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted, whichever is more reliably measurable. The fair value measurement date of these awards is generally the date the performance of services is complete. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded on the consolidated statement of comprehensive loss in the same manner and charged to the same account as if such settlements had been made in cash. | |
Warrants | Warrants In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes option pricing model as of the measurement date. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value as expense over the requisite service period or at the date of issuance, if there is not a service period. Warrants granted in connection with ongoing arrangements are more fully described in Note 11, Shareholders’ Deficit | |
Business Segments | Business Segments The Company uses the “management approach” to identify its reportable segments. The management approach designates the internal organization used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. Using the management approach, the Company determined that it has one operating segment due to business similarities and similar economic characteristics. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers — Topic 606 In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In August 2016, the FASB issued ASC Update No. 2016-15, (Topic 230) Classification of Certain Cash Receipts and Cash Payments. This ASC update provides specific guidance on the presentation of certain cash flow items where there is currently diversity in practice, including, but not limited to, debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, and distributions received from equity method investees. The updated guidance is effective for interim and annual periods beginning after December 15, 2017, and should be applied retrospectively unless impracticable. The Company implemented this guidance effective January 1, 2018. The adoption of ASC Update No. 2016-15 did not have a significant impact on the Company’s statement of cash flows. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash restricted cash or restricted cash equivalents in the statement of cash flows. For public business entities, this ASU is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted. The amendments in this update should be applied retrospectively to all periods presented. The Company will adopt this standard on January 1, 2018 and will not have a material impact on the Company’s financial statements. In January 2017, the FASB issued ASC Update No. 2017-01, (Topic 805) Business Combinations – Clarifying the Definition of a Business. The amendments in this update provide a more robust framework to use in determining when a set of assets and activities constitute a business. This guidance narrows the definition of a business by providing specific requirements that contribute to the creation of outputs that must be present to be considered a business. The guidance further clarifies the appropriate accounting when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets is that of an acquisition (disposition) of assets, not a business. This framework will reduce the number of transactions that an entity must further evaluate to determine whether transactions are business combinations or asset acquisitions. The updated guidance is effective for interim and annual periods beginning after December 15, 2017, and should be applied on a prospective basis. Early adoption is permitted only for transactions that have not been reported in financial statements that have been issued. The Company implemented this guidance effective January 1, 2018. The implementation of this guidance did not have an effect on the Company’s financial position or results of operations. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity and Derivatives and Hedging The Company is currently evaluating the requirements of this new guidance and has not yet determined its impact on the Company’s financial statements. On December 22, 2017 the SEC staff issued Staff Accounting Bulletin 118 (SAB 118), which provides guidance on accounting for the tax effects of the Tax Cuts and Jobs Act (the TCJA). SAB 118 provides a measurement period that should not extend beyond one year from the enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the TCJA for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the TCJA is incomplete but for which they are able to determine a reasonable estimate, it must record a provisional amount in the financial statements. Provisional treatment is proper in light of anticipated additional guidance from various taxing authorities, the SEC, the FASB, and even the Joint Committee on Taxation. If a company cannot determine a provisional amount to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the TCJA. The Company has applied this guidance to its financial statements. In February 2018, the Financial Accounting Standards Board (“FASB”) issued ASC Update No 2018-02 (Topic 220) Income Statement – Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASC update allows for a reclassification into retained earnings of the stranded tax effects in accumulated other comprehensive income (“AOCI”) resulting from the enactment of the Tax Cuts and Jobs Act (“TCJA”). The updated guidance is effective for interim and annual periods beginning after December 15, 2018. The Company is evaluating the impact ASU 2018-09 may have on its condensed consolidated financial statements. In March 2018, the FASB issued ASU 2018-05, Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118. This standard amends Accounting Standards Codification 740, Income Taxes (ASC 740) to provide guidance on accounting for the tax effects of the Tax Cuts and Jobs Act (the Tax Reform Act) pursuant to Staff Accounting Bulletin No. 118, which allows companies to complete the accounting under ASC 740 within a one-year measurement period from the Tax Act enactment date. This standard did not materially impact the Company’s financial statements and related disclosures. In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, to expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. Under ASU 2018-07, equity-classified nonemployee share-based payment awards are measured at the grant date fair value on the grant date The probability of satisfying performance conditions must be considered for equity-classified nonemployee share-based payment awards with such conditions. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact of the new standard on the Company’s Condensed Consolidated Financial Statements. In July 2018, the FASB issued ASU 2018-09 to provide clarification and correction of errors to the Codification. The amendments in this update cover multiple Accounting Standards Updates. Some topics in the update may require transition guidance with effective dates for annual periods beginning after December 15, 2018. The Company is evaluating the impact ASU 2018-09 may have on its condensed consolidated financial statements. | Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers — Topic 606 In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash For public business entities, this ASU is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted. The amendments in this update should be applied retrospectively to all periods presented. The Company will adopt this standard on January 1, 2018 and will not have a material impact on the Company’s financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718 : Scope of Modification Accounting The Company will adopt this standard on January 1, 2018 and will not have a material impact on the Company’s financial statements. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity and Derivatives and Hedging The Company is currently evaluating the requirements of this new guidance and has not yet determined its impact on the Company’s financial statements. On December 22, 2017 the SEC staff issued Staff Accounting Bulletin 118 (SAB 118), which provides guidance on accounting for the tax effects of the Tax Cuts and Jobs Act (the TCJA). SAB 118 provides a measurement period that should not extend beyond one year from the enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the TCJA for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the TCJA is incomplete but for which they are able to determine a reasonable estimate, it must record a provisional amount in the financial statements. Provisional treatment is proper in light of anticipated additional guidance from various taxing authorities, the SEC, the FASB, and even the Joint Committee on Taxation. If a company cannot determine a provisional amount to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the TCJA. The Company has applied this guidance to its financial statements. |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Property, Plant, and Equipment [Abstract] | ||
Schedule of property, plant and equipment | June 30, December 31, 2018 2017 Capital Lease equipment $ 343,492 $ 343,492 Telephone equipment 12,308 12,308 Furniture, Transport and Office equipment 436,168 435,967 Total Property, plant and equipment 791,968 791,767 Less: accumulated depreciation (740,449 ) (728,391 ) Property, plant and equipment, net $ 51,519 $ 63,376 | December 31, 2017 2016 Capital Lease equipment $ 343,492 $ 343,492 Telephone equipment 12,308 12,308 Furniture, Transport and Office equipment 435,967 419,821 Total Property, plant and equipment 791,767 775,621 Less: accumulated depreciation (728,391 ) (704,785 ) Property, plant and equipment, net $ 63,376 $ 70,836 |
Notes Payable and Other Amoun25
Notes Payable and Other Amounts Due to Related Party (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Notes Payable and Other Amounts Due to Related Party [Abstract] | ||
Schedule of amounts due to related parties | June 30, December 31, 2018 2017 Due to related party: Deferred compensation, Dr. Michael Dent $ 300,600 $ 300,600 Accrued interest payable to Dr. Michael Dent 95,853 63,245 Total due to related party 396,453 363,845 Notes payable to related party: Notes payable to Dr. Michael Dent, current portion --- 553,550 Notes payable to Dr. Michael Dent, long term portion 665,452 --- Total notes payable to related party $ 665,452 $ 553,550 | December 31, 2017 2016 Current portion: Due to Dr. Michael Dent $ 616,795 $ --- Deferred compensation, Dr. Michael Dent 300,600 300,600 Due to MedOffice Direct --- 11,192 Total current portion 917,395 311,792 Long term portion: Due to Dr. Michael Dent --- 237,157 Total due to related parties $ 917,395 $ 548,949 |
Schedule of amount borrowed under unsecured promissory notes | Inception Date Maturity Date Borrower Interest Rate Amount January 12, 2017 January 13, 2019 HLYK 10 % $ 39,295 * January 18, 2017 January 19, 2019 HLYK 10 % 22,454 * January 24, 2017 January 15, 2019 HLYK 10 % 56,136 * February 9, 2017 February 10, 2019 HLYK 10 % 33,363 * April 20, 2017 April 21, 2019 HLYK 10 % 10,911 * June 15, 2017 June 16, 2019 HLYK 10 % 34,793 * August 17, 2017 August 18, 2018 HLYK 10 % 20,000 August 24, 2017 August 25, 2018 HLYK 10 % 37,500 September 7, 2017 September 8, 2018 HLYK 10 % 35,000 September 21, 2017 September 22, 2018 HLYK 10 % 26,500 September 29, 2017 September 30, 2018 HLYK 10 % 12,000 December 21, 2017 December 22, 2018 HLYK 10 % 14,000 January 8, 2018 January 9, 2019 HLYK 10 % 75,000 January 11, 2018 January 12, 2019 HLYK 10 % 9,000 January 26, 2018 January 27, 2019 HLYK 10 % 17,450 January 3, 2014 December 31, 2018 NWC 10 % 222,050 $ 665,452 * - Denotes that note payable is carried at fair value | Inception Date Maturity Date Interest Rate Amount January 12, 2017 January 13, 2018 10 % $ 35,000 January 18, 2017 January 19, 2018 10 % 20,000 January 24, 2017 January 15, 2018 10 % 50,000 February 9, 2017 February 10, 2018 10 % 30,000 April 20, 2017 April 21, 2018 10 % 10,000 June 15, 2017 June 16, 2018 10 % 32,500 August 17, 2017 August 18, 2018 10 % 20,000 August 24, 2017 August 25, 2018 10 % 37,500 September 7, 2017 September 8, 2018 10 % 35,000 September 21, 2017 September 22, 2018 10 % 26,500 September 29, 2017 September 30, 2018 10 % 12,000 December 21, 2017 December 22, 2018 10 % 14,000 $ 322,500 |
Capital Lease (Tables)
Capital Lease (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Capital Lease/Notes Payable/Convertible Notes Payable [Abstract] | ||
Schedule of capital lease obligations | June 30, December 31, 2018 2017 Note payable, New Everbank Lease $ 32,109 $ 39,754 Less: note payable, New Everbank Lease (Capital leases), current portion (19,877 ) (18,348 ) Notes payable, bank loans and capital leases, long-term portion $ 12,232 $ 21,406 | December 31, 2017 2016 Note payable, New Everbank Lease $ 39,754 $ 58,102 Less: note payable, New Everbank Lease (Capital leases), current portion (18,348 ) (18,348 ) Notes payable, bank loans and capital leases, long-term portion $ 21,406 $ 39,754 |
Schedule of future minimum payments to capital leases | 2018 (July to December) $ 10,703 2019 18,348 2020 3,058 2021 --- 2022 --- Total $ 32,109 | 2018 $ 18,348 2019 18,348 2020 3,058 2021 --- 2022 --- Total $ 39,754 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Short-term Debt [Line Items] | ||
Schedule of notes payable | June 30, December 31, 2018 2017 $550k Note - July 2016 $ 612,409 * $ 550,000 $50k Note - July 2016 59,771 * 50,000 $111k Note - May 2017 123,053 * 111,000 $53k Note - July 2017 --- 53,000 $35k Note - September 2017 --- 35,000 $55k Note - September 2017 --- 55,000 $53k Note II - October 2017 --- 53,000 $171.5k Note - October 2017 171,500 171,500 $57.8k Note - January 2018 57,750 --- $112.8k Note - February 2018 112,750 --- $83k Note - February 2018 83,000 --- $105k Note - March 2018 105,000 --- $63k Note - April 2018 63,000 --- $57.8k Note - April 2018 57,750 --- $90k Note - April 2018 90,000 --- $53k Note II - April 2018 53,000 --- $68.3k Note - May 2018 68,250 --- $37k Note May 2018 37,000 --- $63k Note II - May 2018 63,000 --- $78.8k Note - May 2018 78,750 --- 1,835,983 1,078,500 Less: unamortized discount (689,883 ) (266,642 ) Convertible notes payable, net of original issue discount and debt discount 1,146,100 811,858 Less: convertible notes payable, long term portion (795,233 ) --- Convertible notes payable, current portion $ 350,867 $ 811,858 * - Denotes that convertible note payable is carried at fair value | December 31, 2017 2016 Face Value $550k Note - July 2016 $ 550,000 $ 550,000 $50k Note - July 2016 50,000 50,000 $111k Note - May 2017 111,000 --- $53k Note - July 2017 53,000 --- $35k Note - September 2017 35,000 --- $55k Note - September 2017 55,000 --- $53k Note II - October 2017 53,000 --- $171.5k Note - October 2017 171,500 --- 1,078,500 600,000 Unamortized Discount $550k Note - July 2016 $ --- $ (96,631 ) $50k Note - July 2016 --- (17,701 ) $111k Note - May 2017 (6,931 ) --- $53k Note - July 2017 (19,946 ) --- $35k Note - September 2017 (20,676 ) --- $55k Note - September 2017 (38,274 ) --- $53k Note II - October 2017 (39,939 ) --- $171.5k Note - October 2017 (140,876 ) --- (266,642 ) (114,332 ) Net Book Value $550k Note - July 2016 $ 550,000 $ 453,369 $50k Note - July 2016 50,000 32,299 $111k Note - May 2017 104,069 --- $53k Note - July 2017 33,054 --- $35k Note - September 2017 14,324 --- $55k Note - September 2017 16,726 --- $53k Note II - October 2017 13,061 --- $171.5k Note - October 2017 30,624 --- Convertible notes payable, net of original issue discount and debt discount $ 811,858 $ 485,668 |
Convertible Note Payable - July 2016 [Member] | ||
Short-term Debt [Line Items] | ||
Schedule of allocation of proceeds at inception | Original issue discount $ 50,000 Warrants 111,479 Embedded conversion feature 161,479 Convertible note 227,042 Face value of convertible note $ 550,000 | |
Convertible Notes Payable - May 2017 [Member] | ||
Short-term Debt [Line Items] | ||
Schedule of allocation of proceeds at inception | Original issue discount $ 11,000 Warrants 27,595 Embedded conversion feature 38,595 Convertible note 33,810 Notes payable and bank loans, long-term portion $ 111,000 | |
Convertible Notes Payable - July 2017 [Member] | ||
Short-term Debt [Line Items] | ||
Schedule of allocation of proceeds at inception | Cash repayment $ 74,922 Less face value of convertible note payable retired (53,000 ) Less carrying value of derivative financial instruments arising from ECF (53,893 ) Less accrued interest (2,644 ) Plus carrying value of discount at extinguishment 18,427 Gain on extinguishment of debt $ (16,188 ) | Embedded conversion feature $ 58,154 Original issue discount 3,000 Financing cost (8,154 ) Convertible note --- Notes payable and bank loans, long-term portion $ 53,000 |
Convertible Notes Payable - September 2017 [Member] | ||
Short-term Debt [Line Items] | ||
Schedule of allocation of proceeds at inception | Cash repayment $ 49,502 Less face value of convertible note payable retired (35,000 ) Less carrying value of derivative financial instruments arising from ECF (37,269 ) Less accrued interest (1,716 ) Plus carrying value of discount at extinguishment 12,705 Gain on extinguishment of debt $ (11,778 ) | Embedded conversion feature $ 38,338 Original issue discount 3,000 Financing cost (6,338 ) Convertible note --- Notes payable and bank loans, long-term portion $ 35,000 |
Convertible Notes Payable - September 2017 One [Member] | ||
Short-term Debt [Line Items] | ||
Schedule of allocation of proceeds at inception | Cash repayment $ 85,258 Less face value of convertible note payable retired (55,000 ) Less carrying value of derivative financial instruments arising from ECF (69,687 ) Less accrued interest (2,759 ) Plus carrying value of discount at extinguishment 27,425 Gain on extinguishment of debt $ (14,763 ) | Embedded conversion feature $ 65,332 Original issue discount 7,500 Financing cost (17,832 ) Convertible note --- Notes payable and bank loans, long-term portion $ 55,000 |
Convertible Notes Payable - October 2017 [Member] | ||
Short-term Debt [Line Items] | ||
Schedule of allocation of proceeds at inception | Cash repayment $ 75,000 Less face value of convertible note payable retired (53,000 ) Less carrying value of derivative financial instruments arising from ECF (55,790 ) Less accrued interest (2,571 ) Plus carrying value of discount at extinguishment 19,496 Gain on extinguishment of debt $ (16,865 ) | Embedded conversion feature $ 57,571 Original issue discount 3,000 Financing cost (7,571 ) Convertible note --- Notes payable and bank loans, long-term portion $ 53,000 |
Convertible Notes Payable - October 2017 One [Member] | ||
Short-term Debt [Line Items] | ||
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 183,061 Original issue discount 21,500 Financing cost (33,061 ) Convertible note --- Notes payable and bank loans, long-term portion $ 171,500 | |
Convertible Notes Payable - January 2018 [Member] | ||
Short-term Debt [Line Items] | ||
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 82,652 Original issue discount and fees 7,750 Financing cost (32,652 ) Convertible note --- Notes payable and bank loans, long-term portion $ 57,750 | |
Convertible Notes Payable - February 2018 [Member] | ||
Short-term Debt [Line Items] | ||
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 161,527 Original issue discount and fees 12,750 Financing cost (61,527 ) Convertible note --- Notes payable and bank loans, long-term portion $ 112,750 | |
Convertible Notes Payable - February 2018 One [Member] | ||
Short-term Debt [Line Items] | ||
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 119,512 Original issue discount and fees 8,000 Financing cost (44,512 ) Convertible note --- Notes payable and bank loans, long-term portion $ 83,000 | |
Convertible Notes Payable - March 2018 [Member] | ||
Short-term Debt [Line Items] | ||
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 153,371 Original issue discount and fees 5,000 Financing cost (53,371 ) Convertible note --- Notes payable and bank loans, long-term portion $ 105,000 | |
Convertible Notes Payable - April 2018 [Member] | ||
Short-term Debt [Line Items] | ||
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 83,806 Original issue discount and fees 3,000 Financing cost (23,806 ) Convertible note --- Notes payable and bank loans, long-term portion $ 63,000 | |
Convertible Notes Payable - April 2018 One [Member] | ||
Short-term Debt [Line Items] | ||
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 83,397 Original issue discount and fees 7,750 Financing cost (33,397 ) Convertible note --- Notes payable and bank loans, long-term portion $ 57,750 | |
Convertible Notes Payable - April 2018 Two [Member] | ||
Short-term Debt [Line Items] | ||
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 130,136 Original issue discount and fees 4,500 Financing cost (44,636 ) Convertible note --- Notes payable and bank loans, long-term portion $ 90,000 | |
Convertible Notes Payable - April 2018 Three [Member] | ||
Short-term Debt [Line Items] | ||
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 71,679 Original issue discount and fees 3,000 Financing cost (21,679 ) Convertible note --- Notes payable and bank loans, long-term portion $ 53,000 | |
Convertible Notes Payable - May 2018 [Member] | ||
Short-term Debt [Line Items] | ||
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 99,422 Original issue discount and fees 3,250 Financing cost (34,422 ) Convertible note --- Notes payable and bank loans, long-term portion $ 68,250 | |
Convertible Notes Payable - May 2018 One [Member] | ||
Short-term Debt [Line Items] | ||
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 54,086 Original issue discount and fees 2,000 Financing cost (19,086 ) Convertible note --- Notes payable and bank loans, long-term portion $ 37,000 | |
Convertible Notes Payable - May 2018 Two [Member] | ||
Short-term Debt [Line Items] | ||
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 90,390 Original issue discount and fees 3,000 Financing cost (30,390 ) Convertible note --- Notes payable and bank loans, long-term portion $ 63,000 | |
Convertible Notes Payable - May 2018 Three [Member] | ||
Short-term Debt [Line Items] | ||
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 116,027 Original issue discount and fees 3,750 Financing cost (41,027 ) Convertible note --- Notes payable and bank loans, long-term portion $ 78,750 |
Derivative Financial Instrume28
Derivative Financial Instruments (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Derivative Financial Instruments [Abstract] | ||
Schedule of derivative financial instruments | Change in Fair Value Inception of Fair Value Write off Fair Value as of Derivative of Derivative Derivative as of December 31, Financial Financial Financial June 30, 2017 Instruments Instruments Instruments 2018 $53k Note - July 2017 $ 48,876 $ --- $ 5,017 $ (53,893 ) $ --- $35k Note - September 2017 36,161 --- 1,108 (37,269 ) --- $55k Note - September 2017 64,656 --- 5,032 (69,688 ) --- $53k Note #2 - October 2017 58,216 --- (2,426 ) (55,790 ) --- $171.5k Note - October 2017 190,580 --- (7,953 ) --- 182,627 $57.8k Note - January 2018 --- 82,652 (21,229 ) --- 61,423 $112.8k Note - February 2018 --- 161,527 (8,207 ) --- 153,320 $83k Note - February 2018 --- 119,512 (5,433 ) --- 114,079 $105k Note - March 2018 --- 153,371 (6,482 ) --- 146,889 $63k Note - April 2018 --- 83,806 234 --- 84,040 $57.8k Note - April 2018 --- 83,397 (51 ) --- 83,346 $90k Note - April 2018 --- 130,136 (78 ) --- 130,058 $53k Note II - April 2018 --- 71,679 172 --- 71,851 $68.3k Note - May 2018 --- 99,422 189 --- 99,611 $37k Note May 2018 --- 54,086 11 --- 54,097 $63k Note II - May 2018 --- 90,390 1,721 --- 92,111 $78.8k Note - May 2018 --- 116,027 210 --- 116,237 $ 398,489 $ 1,246,005 $ (38,165 ) $ (216,640 ) $ 1,389,689 | Change in Fair Value of Fair Fair Derivative Value at Value at Financial December 31 Inception Instruments 2017 $53k Note - July 2017 $ 58,154 $ (9,278 ) $ 48,876 $35k Note - September 2017 38,338 (2,177 ) 36,161 $55k Note - September 2017 65,332 (676 ) 64,656 $53k Note II - October 2017 57,571 645 58,216 $171.5k Note - October 2017 183,061 7,519 190,580 $ 402,456 $ (3,967 ) $ 398,489 |
Shareholders' Deficit (Tables)
Shareholders' Deficit (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Option Indexed to Issuer's Equity [Line Items] | ||
Schedule of stock warrants | 2018 2017 Weighted Weighted Average Average Exercise Exercise Number Price Number Price Outstanding at beginning of the period 20,526,387 $ 0.23 10,576,389 $ 0.08 Granted during the period 9,960,403 $ 0.10 7,990,000 $ 0.42 Exercised during the period --- $ --- --- $ --- Terminated during the period --- $ --- --- $ --- Outstanding at end of the period 30,486,790 $ 0.19 18,566,389 $ 0.23 Exercisable at end of the period 30,486,790 $ 0.19 18,566,389 $ 0.23 Weighted average remaining life 4.0 years 4.7 years | 2017 2016 Weighted Weighted Average Average Exercise Exercise Number Price Number Price Outstanding at beginning of the period 10,576,389 $ 0.08 2,000,000 $ 0.05 Granted during the period 9,949,998 $ 0.39 8,576,389 $ 0.09 Exercised during the period --- $ --- --- $ --- Terminated during the period --- $ --- --- $ --- Outstanding at end of the period 20,526,387 $ 0.23 10,576,389 $ Exercisable at end of the period 20,526,387 $ 0.23 10,576,389 $ 0.08 Weighted average remaining life 4.2 years 5.2 years |
Summary of shares issued and outstanding under the EIP outstanding | 2018 2017 Outstanding at beginning of the period 1,498,750 1,552,500 Granted during the period --- --- Terminated during the period --- (110,000 ) Outstanding at end of the period 1,498,750 1,442,500 Shares vested at period-end 1,058,750 813,750 Weighted average grant date fair value of shares granted during the period $ --- $ --- Aggregate grant date fair value of shares granted during the period $ --- $ --- Shares available for grant pursuant to EIP at period-end 11,496,934 11,711,184 | 2017 2016 Outstanding at beginning of the period 1,552,500 --- Granted during the period 175,000 1,552,500 Terminated during the period (228,750 ) --- Outstanding at end of the period 1,498,750 1,552,500 Shares vested at period-end 870,000 612,500 Weighted average grant date fair value of shares granted during the period $ 0.09 $ 0.04 Aggregate grant date fair value of shares granted during the period $ 15,750 $ 63,000 Shares available for grant pursuant to EIP at period-end 11,654,934 11,601,184 |
Schedule of stock options outstanding | 2017 2016 Weighted Weighted Average Average Exercise Exercise Number Price Number Price Outstanding at beginning of the period 2,349,996 $ 0.12 --- $ --- Granted during the period --- $ --- 2,349,996 $ 0.12 Exercised during the period --- $ --- --- $ --- Terminated during the period --- $ --- --- $ --- Outstanding at end of the period 2,349,996 $ 0.12 2,349,996 $ 0.12 Options exercisable at period-end 575,000 100,000 Weighted average remaining life (in years) 8.6 9.6 Weighted average grant date fair value of options granted during the period $ --- $ 0.03 Options available for grant at period-end 11,654,934 11,601,184 | |
Warrants [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Schedule of stock warrants outstanding | Warrants Outstanding Warrants Exercisable Weighted- Average Weighted- Weighted- Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life (years) Price Exercisable Price $ 0.05 to 0.09 15,192,351 4.2 $ 0.07 15,192,351 $ 0.07 $ 0.10 to 0.15 5,640,441 3.7 $ 0.13 5,640,441 $ 0.13 $ 0.25 to 0.50 8,463,998 3.9 $ 0.33 8,463,998 $ 0.33 $ 0.51 to 1.00 1,190,000 3.8 $ 0.97 1,190,000 $ 0.97 $ 0.05 to 1.00 30,486,790 4.0 $ 0.19 30,486,790 $ 0.19 | Warrants Outstanding Warrants Exercisable Weighted- Average Weighted- Weighted- Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life (years) Price Exercisable Price $ 0.05 to 0.09 8,388,889 4.3 $ 0.08 8,388,889 $ 0.08 $ 0.10 to 0.15 2,687,500 3.6 $ 0.11 2,687,500 $ 0.11 $ 0.25 to 0.50 8,259,998 0.9 $ 0.88 8,259,998 $ 0.88 $ 0.51 to 1.00 1,190,000 4.3 $ 0.97 1,190,000 $ 0.97 $ 0.05 to 1.00 20,526,387 2.9 $ 0.46 20,526,387 $ 0.46 |
Employee Stock Options [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Schedule of stock warrants outstanding | Options Outstanding Options Exercisable Weighted- Average Weighted- Weighted- Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life (years) Price Exercisable Price $ --- to 0.10 1,733,000 7.6 $ 0.08 783,000 0.08 $ 0.11 to 0.20 774,996 8.5 $ 0.20 53,000 0.19 $ 0.08 to 0.20 2,507,996 7.9 $ 0.12 836,000 $ 0.09 | |
Summary of non-vested shares issued | 2018 2017 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Nonvested at beginning of period 1,774,996 $ 0.03 2,249,996 $ 0.03 Granted 158,000 $ 0.09 --- $ --- Vested (261,000 ) $ 0.02 --- $ --- Forfeited --- $ --- --- $ --- Nonvested at end of period 1,671,996 $ 0.03 2,249,996 $ 0.03 | 2017 2016 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Nonvested at beginning of period 2,249,996 $ 0.03 --- $ --- Granted --- $ --- 2,349,996 $ 0.03 Vested (475,000 ) $ 0.03 (100,000 ) $ 0.03 Forfeited --- $ --- --- $ --- Nonvested at end of period 1,774,996 $ 0.03 2,249,996 $ 0.03 |
Schedule of stock options outstanding | 2018 2017 Weighted Weighted Average Average Exercise Exercise Number Price Number Price Outstanding at beginning of the period 2,349,996 $ 0.12 2,349,996 $ 0.12 Granted during the period 158,000 $ 0.11 --- $ --- Exercised during the period --- $ --- --- $ --- Forfeited during the period --- $ --- --- $ --- Outstanding at end of the period 2,507,996 $ 0.12 2,349,996 $ 0.12 Options exercisable at period-end 836,000 100,000 Weighted average remaining life (in years) 7.9 9.1 Weighted average grant date fair value of options granted during the period $ 0.09 $ --- Options available for grant at period-end 11,496,934 11,711,184 | Options Outstanding Options Exercisable Weighted- Average Weighted- Weighted- Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life (years) Price Exercisable Price $ 0.08 1,600,000 8.5 $ 0.08 525,000 $ 0.08 $ 0.20 749,996 8.9 $ 0.20 50,000 $ 0.20 $ 0.08 to 0.20 2,349,996 8.6 $ 0.12 575,000 $ 0.09 |
Employee Equity Incentive Plan [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Summary of non-vested shares issued | 2018 2017 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Nonvested at beginning of period 628,750 $ 0.05 940,000 $ 0.04 Granted --- $ --- --- $ --- Vested (188,750 ) $ 0.04 (207,500 ) $ 0.04 Forfeited --- $ --- (110,000 ) $ 0.05 Nonvested at end of period 440,000 $ 0.05 622,500 $ 0.04 | 2017 2016 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Nonvested at beginning of period 940,000 $ 0.04 --- $ --- Granted 100,000 $ 0.09 1,552,500 $ 0.04 Vested (182,500 ) $ 0.04 (612,500 ) $ 0.04 Forfeited (228,750 ) $ 0.04 --- $ --- Nonvested at end of period 628,750 $ 0.05 940,000 $ 0.04 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Commitments and Contingencies [Abstract] | ||
Schedule of future minimum lease payments | 2018 (July to December) $ 137,006 2019 273,856 2020 162,055 2021 --- 2022 --- Total $ 572,917 | 2018 $ 281,460 2019 273,856 2020 162,055 2021 --- 2022 --- Total $ 717,371 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes [Abstract] | |
Schedule of reconciliation of the statutory federal income tax rate | 2017 2016 Pre-tax loss $ (2,581,011 ) $ (1,376,406 ) Statutory rate - Tax Law Change 2017 21 % 21 % Income tax benefit at statutory rate (542,012 ) (289,045 ) Permanent and other differences --- --- Change in valuation allowance $ (542,012 ) $ (289,045 ) |
Schedule of temporary differences between the tax basis of assets and liabilities | 2017 2016 Net operating loss carryforwards $ 576,049 $ 34,037 Stock based compensation expense --- --- Total deferred tax assets 576,049 34,037 Valuation allowance (576,049 ) (34,037 ) Net deferred tax assets $ --- $ --- |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Segment Reporting [Abstract] | ||
Schedule of segment information | Three Months Ended June 30, 2018 Three Months Ended June 30, 2017 NWC HLYK Total NWC HLYK Total Revenue Patient service revenue, net $ 566,320 $ --- $ 566,320 $ 516,798 $ --- $ 516,798 Medicare incentives --- --- --- --- --- --- Total revenue 566,320 --- 566,320 516,798 --- 516,798 Operating Expenses Salaries and benefits 348,955 269,188 618,143 334,484 160,647 495,131 General and administrative 190,808 361,775 552,583 213,501 284,877 498,378 Depreciation and amortization 5,575 454 6,029 5,602 257 5,859 Total Operating Expenses 545,338 631,417 1,176,755 553,587 445,781 999,368 Loss from operations $ 20,982 $ (631,417 ) $ (610,435 ) $ (36,789 ) $ (445,781 ) $ (482,570 ) Other Segment Information Interest expense $ 6,005 $ 45,001 $ 51,006 $ 5,603 $ 14,607 $ 20,210 Loss on extinguishment of debt $ --- $ (16,864 ) $ (16,864 ) $ --- $ --- $ --- Loss at inception of convertible notes payable $ --- $ 248,443 $ 248,443 $ --- $ --- $ --- Amortization of original issue and debt discounts on convertible notes $ --- $ 244,563 $ 244,563 $ --- $ 58,524 $ 58,524 Change in fair value of derivative financial instruments $ --- $ 52,786 $ 52,786 $ --- $ --- $ --- Six Months Ended June 30, 2018 Six Months Ended June 30, 2017 NWC HLYK Total NWC HLYK Total Revenue Patient service revenue, net $ 1,211,959 $--- $ 1,211,959 $ 992,916 $ --- $ 992,916 Medicare incentives --- --- --- --- --- --- Total revenue 1,211,959 --- 1,211,959 992,916 --- 992,916 Operating Expenses Salaries and benefits 752,010 426,989 1,178,999 679,438 283,567 963,005 General and administrative 416,460 710,951 1,127,411 390,834 497,570 888,404 Depreciation and amortization 11,149 909 12,058 11,257 310 11,567 Total Operating Expenses 1,179,619 1,138,849 2,318,468 1,081,529 781,447 1,862,976 Loss from operations $ 32,340 $ (1,138,849 ) $ (1,106,509 ) $ (88,613 ) $ (781,447 ) $ (870,060 ) Other Segment Information Interest expense $ 11,702 $ 79,651 $ 91,353 $ 11,363 $ 26,434 $ 37,797 Loss on extinguishment of debt $ --- $ 308,359 $ 308,359 $ --- $ --- $ --- Loss at inception of convertible notes payable $ --- $ 440,505 $ 440,505 $ --- $ --- $ --- Amortization of original issue and debt discounts on convertible notes $ --- $ 399,398 $ 399,398 $ --- $ 130,568 $ 130,568 Change in fair value of derivative financial instruments $ --- $ 38,165 $ 38,165 $ --- $ --- $ --- As of June 30, 2018 As of December 31, 2017 Identifiable assets $ 238,025 $ 447,305 $ 685,330 $ 248,255 $ 108,267 $ 356,522 | 2017 2016 NWC HLYK Total NWC HLYK Total Revenue Patient service revenue, net $ 2,103,579 $ --- $ 2,103,579 $ 1,945,664 $ --- $ 1,945,664 Medicare incentives --- --- --- --- --- --- Total revenue 2,103,579 --- 2,103,579 1,945,664 --- 1,945,664 Operating Expenses Salaries and benefits 1,395,455 626,990 2,022,445 1,338,572 221,153 1,559,725 General and administrative 854,080 994,786 1,848,866 1,023,691 520,175 1,543,866 Depreciation and amortization 22,387 1,219 23,606 16,461 --- 16,461 Total Operating Expenses 2,271,922 1,622,995 3,894,917 2,378,724 741,328 3,120,052 Loss from operations $ (168,343 ) $ (1,622,995 ) $ (1,791,338 ) $ (433,060 ) $ (741,328 ) $ (1,174,388 ) Other Segment Information Interest expense $ 22,857 $ 76,811 $ 99,668 $ 18,083 $ 18,545 $ 36,628 Loss on extinguishment of debt $ --- $ 290,581 $ 290,581 $ --- $ --- $ --- Loss at inception of convertible notes payable $ --- $ 72,956 $ 72,956 $ --- $ --- $ --- Amortization of original issue and debt discounts on convertible notes $ --- $ 330,435 $ 330,435 $ --- $ 208,626 $ 208,626 Proceeds from settlement of lawsuit $ --- $ --- $ --- $ (43,236 ) $ --- $ (43,236 ) Change in fair value of derivative financial instruments $ --- $ (3,967 ) $ (3,967 ) $ --- $ --- $ --- Identifiable assets $ 269,424 $ 170,359 $ 439,783 $ 240,115 $ 89,396 $ 329,511 |
Fair Value of Financial Instr33
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Schedule of fair value measurements | As of June 30, 2018 Total Level 1 Level 2 Level 3 Fair Value Convertible notes payable $ --- $ --- $ 795,233 $ 795,233 Notes payable to related party --- --- 196,952 196,952 Derivative financial instruments --- --- 1,389,689 1,389,689 Total $ --- $ --- $ 2,381,874 $ 2,381,874 As of December 31, 2017 Total Level 1 Level 2 Level 3 Fair Value Convertible notes payable $ --- $ --- $ --- $ --- Notes payable to related party --- --- --- --- Derivative financial instruments --- --- 398,489 398,489 Total $ --- $ --- $ 398,489 $ 398,489 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Schedule of fair value measurements | Three Months Ended Six Months Ended 2018 2017 2018 2017 Convertible notes payable $ (20,921 ) $ --- $ (75,418 ) $ --- Notes payable to related party (4,531 ) --- (7,980 ) --- Derivative financial instruments 52,786 --- 38,165 --- Total $ 27,334 $ --- $ (45,233 ) $ --- |
Business and Business Present34
Business and Business Presentation (Details) - shares | 1 Months Ended | ||||||
Sep. 05, 2014 | Jun. 30, 2018 | Feb. 05, 2018 | Jan. 03, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 03, 2014 | |
Business and Business Presentation (Textual) | |||||||
Common stock, shares authorized | 500,000,000 | 230,000,000 | 500,000,000 | 230,000,000 | 230,000,000 | ||
Preferred stock, shares authorized | 20,000,000 | ||||||
Stock issued during period shares acquisitions | 50,000,000 | ||||||
Shares authorized | 500,000,000 | 250,000,000 | |||||
Share Exchange Agreement [Member] | |||||||
Business and Business Presentation (Textual) | |||||||
Equity method investment ownership percentage | 100.00% |
Significant Accounting Polici35
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Significant Accounting Policies (Textual) | ||||||
Percentage of customers accounts receivable billings | 45.00% | |||||
Accumulated depreciation of capitalized leases | $ 312,912 | $ 312,912 | $ 303,738 | $ 285,390 | ||
Accounts receivable gross | 286,728 | 286,728 | 269,501 | 333,804 | ||
Accounts receivable net | 141,853 | 141,853 | 113,349 | 146,874 | ||
Depreciation of capitalized leases | $ 4,587 | $ 4,587 | $ 9,174 | $ 9,174 | $ 18,348 | $ 18,348 |
Convertible Notes [Member] | ||||||
Significant Accounting Policies (Textual) | ||||||
Antidilutive securities | 13,238,582 | 7,692,143 | 20,022,021 | 7,375,000 | ||
Stock options [Member] | ||||||
Significant Accounting Policies (Textual) | ||||||
Antidilutive securities | 2,507,996 | 2,349,996 | 2,349,996 | 1,600,000 | ||
Warrants [Member] | ||||||
Significant Accounting Policies (Textual) | ||||||
Antidilutive securities | 30,486,790 | 18,566,389 | 20,526,387 | 10,576,389 | ||
Unissued shares [Member] | ||||||
Significant Accounting Policies (Textual) | ||||||
Antidilutive securities | 440,000 | 622,500 | 628,750 | 940,000 | ||
Minimum [Member] | ||||||
Significant Accounting Policies (Textual) | ||||||
Estimated useful lives | 5 years | 5 years | ||||
Maximum [Member] | ||||||
Significant Accounting Policies (Textual) | ||||||
Estimated useful lives | 7 years | 7 years | ||||
Accounts receivable [Member] | ||||||
Significant Accounting Policies (Textual) | ||||||
Concentration risk, percentage | 10.00% | 10.00% |
Going Concern Matters and Liq36
Going Concern Matters and Liquidity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jul. 18, 2018 | Jul. 31, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Going Concern Matters and Liquidity (Textual) | ||||||||
Working capital deficit | $ 1,883,656 | $ 2,102,923 | ||||||
Accumulated deficit | $ (7,096,587) | (7,096,587) | (4,705,230) | $ (2,124,219) | ||||
Net loss | (1,110,249) | $ (561,304) | (2,391,357) | $ (1,038,425) | (2,581,011) | (1,376,406) | ||
Net cash used by operating activities | (1,222,947) | (809,636) | (1,619,269) | (756,339) | ||||
Net cash used in investing activities | (201) | (7,046) | (16,147) | (12,611) | ||||
Net cash provided by financing activities | 1,211,369 | 777,104 | 1,626,706 | 797,887 | ||||
Proceeds from sale of common stock | $ 645,503 | 520,000 | 848,639 | 374,000 | ||||
Sale of common stock shares | 631,204 | |||||||
Related party loans | $ 101,450 | 177,470 | 338,470 | 201,500 | ||||
Net proceeds from issuance of convertible notes | 805,500 | 100,000 | 429,500 | 475,000 | ||||
Proceeds from issuance of notes payable | 73,500 | 148,510 | ||||||
Proceeds to retire convertible notes payable face value | $ 1,751,750 | 1,751,750 | 143,000 | |||||
Convertible promissory note [Member] | ||||||||
Going Concern Matters and Liquidity (Textual) | ||||||||
Proceeds from sale of common stock | 400,000 | |||||||
Net proceeds from issuance of convertible notes | 120,000 | |||||||
HLYK [Member] | ||||||||
Going Concern Matters and Liquidity (Textual) | ||||||||
Proceeds from sale of common stock | $ 327,818 | $ 27,640 | ||||||
Sale of common stock shares | 1,856,480 | 222,588 | ||||||
Investor agreed to purchase of common stock | $ 3,000,000 | |||||||
Proceeds to retire convertible notes payable face value | $ 1,078,500 | |||||||
Subsequent Events [Member] | ||||||||
Going Concern Matters and Liquidity (Textual) | ||||||||
Proceeds from issuance private placement of common stock and warrants | $ 2,000,000 | |||||||
Issuance of common stock | 3,900,000 | |||||||
Prefund warrants to purchase shares of common stock | 4,100,000 | |||||||
Warrants to purchase shares of common stock | 8,000,000 |
Deferred Offering Costs and P37
Deferred Offering Costs and Prepaid Expenses (Details) | Jun. 06, 2018USD ($)$ / sharesshares | Jun. 07, 2017USD ($)$ / sharesshares | Mar. 22, 2017USD ($)shares | Jul. 07, 2016USD ($)Days$ / shares | Jun. 30, 2018USD ($)$ / shares | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)$ / shares | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($)$ / shares |
Deferred Offering Costs and Prepaid Expenses (Textual) | ||||||||||
Common stock par value, per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Fair value of warrants | $ 94,844 | |||||||||
General and administrative expense | $ 552,583 | $ 498,378 | 1,127,411 | 888,404 | $ 1,848,866 | $ 1,543,866 | ||||
Warrants [Member] | ||||||||||
Deferred Offering Costs and Prepaid Expenses (Textual) | ||||||||||
Fair value of warrants | 705,221 | $ 629,299 | $ 135,023 | |||||||
Expected life (in years) | 5 years | |||||||||
Expected dividend yield | 0 | $ 0 | ||||||||
Advisor [Member] | ||||||||||
Deferred Offering Costs and Prepaid Expenses (Textual) | ||||||||||
Warrants to purchase of common stock | shares | 200,000 | |||||||||
Warrants to purchase, per share | $ / shares | $ 0.25 | |||||||||
Advisor One [Member] | ||||||||||
Deferred Offering Costs and Prepaid Expenses (Textual) | ||||||||||
Warrants to purchase of common stock | shares | 100,000 | |||||||||
Warrants to purchase, per share | $ / shares | $ 0.50 | |||||||||
Advisor Two [Member] | ||||||||||
Deferred Offering Costs and Prepaid Expenses (Textual) | ||||||||||
Warrants to purchase of common stock | shares | 50,000 | |||||||||
Warrants to purchase, per share | $ / shares | $ 1 | |||||||||
Advisor Two [Member] | Warrants [Member] | ||||||||||
Deferred Offering Costs and Prepaid Expenses (Textual) | ||||||||||
Fair value of warrants | $ 94,844 | |||||||||
Risk-free interest rate | 2.65% | |||||||||
Expected life (in years) | 3 years | |||||||||
Expected volatility rate | 286.98% | |||||||||
Expected dividend yield | $ 0 | |||||||||
Warrants to purchase of common stock | shares | 600,000 | |||||||||
Warrants to purchase, per share | $ / shares | $ 0.15 | |||||||||
General and administrative expense | 12,439 | 12,439 | ||||||||
Investment Agreement [Member] | ||||||||||
Deferred Offering Costs and Prepaid Expenses (Textual) | ||||||||||
General and administrative expense | $ 12,802 | $ 6,401 | $ 25,604 | $ 6,401 | $ 32,005 | |||||
Investment Agreement [Member] | Accredited Investor [Member] | ||||||||||
Deferred Offering Costs and Prepaid Expenses (Textual) | ||||||||||
Amount invested to purchase of common stock | $ 3,000,000 | |||||||||
Common stock par value, per share | $ / shares | $ 0.0001 | |||||||||
Purchase price of shares, percentage | 80.00% | |||||||||
Common stock, trading days | Days | 5 | |||||||||
Payments to purchase of common stock | $ 50,000 | |||||||||
Warrants exercise prices, description | The warrants were to expire five (5) years from their respective grant dates and have an exercise price equal to 130% of the weighted average purchase price for the respective "$50,000 increment." | |||||||||
Warrants expiration, term | 5 years | |||||||||
Warrants exercise price, percentage | 130.00% | |||||||||
Amended Investment Agreement [Member] | Investor [Member] | ||||||||||
Deferred Offering Costs and Prepaid Expenses (Textual) | ||||||||||
Warrants exercise prices, description | (i) 4,000,000 shares at $0.25 per share; (ii) 2,000,000 shares at $0.50 per share; and (iii) 1,000,000 shares at $1.00 per share. | |||||||||
Fair value of warrants | $ 96,990 | $ 56,635 | ||||||||
Risk-free interest rate | 1.74% | 1.95% | ||||||||
Expected life (in years) | 5 years | 5 years | ||||||||
Expected volatility rate | 40.00% | 40.00% | ||||||||
Expected dividend yield | $ 0 | $ 0 | ||||||||
Granting the investor warrants to tender | $ 50,000 | |||||||||
Warrants to purchase of common stock | shares | 7,000,000 |
Property, Plant, and Equipmen38
Property, Plant, and Equipment (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | |||
Total Property, plant and equipment | $ 791,968 | $ 791,767 | $ 775,621 |
Less: accumulated depreciation | (740,449) | (728,391) | (704,785) |
Property, plant and equipment, net | 51,519 | 63,376 | 70,836 |
Capital Lease equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Property, plant and equipment | 343,492 | 343,492 | 343,492 |
Furniture, Transport and Office equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Property, plant and equipment | 436,168 | 435,967 | 419,821 |
Telephone equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Property, plant and equipment | $ 12,308 | $ 12,308 | $ 12,308 |
Property, Plant, and Equipmen39
Property, Plant, and Equipment (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant, and Equipment (Textual) | ||||||
Depreciation expense | $ 6,029 | $ 5,859 | $ 12,058 | $ 11,567 | $ 23,606 | $ 16,461 |
Notes Payable and Other Amoun40
Notes Payable and Other Amounts Due to Related Party (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Due to related party: | |||
Total due to related party | $ 396,453 | $ 363,845 | $ 311,792 |
Notes payable to related party: | |||
Notes payable to Dr. Michael Dent, current portion | 553,550 | ||
Long term portion: | |||
Long term portion | 665,452 | 237,157 | |
Total due to related parties | 917,395 | 548,949 | |
Deferred compensation, Dr. Michael Dent [Member] | |||
Due to related party: | |||
Total due to related party | 300,600 | 300,600 | 300,600 |
Accrued interest payable to Dr. Michael Dent | 95,853 | 63,245 | |
Due to Dr. Michael Dent [Member] | |||
Due to related party: | |||
Total due to related party | 300,600 | 616,795 | |
Notes payable to related party: | |||
Notes payable to Dr. Michael Dent, current portion | 553,550 | ||
Total notes payable to related party | $ 665,452 | ||
Long term portion: | |||
Long term portion | 237,157 | ||
Due to MedOffice Direct [Member] | |||
Due to related party: | |||
Total due to related party | $ 11,192 |
Notes Payable and Other Amoun41
Notes Payable and Other Amounts Due to Related Party (Details 1) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | ||
Related Party Transaction [Line Items] | |||
Issuance of unsecured promissory notes, Amount | $ 665,452 | $ 322,500 | |
Dr. Michael Dent [Member] | Unsecured promissory note [Member] | |||
Related Party Transaction [Line Items] | |||
Inception Date | Jan. 12, 2017 | Jan. 12, 2017 | |
Maturity Date | Jan. 13, 2019 | Jan. 13, 2018 | |
Borrower | HLYK | ||
Interest Rate | 10.00% | 10.00% | |
Issuance of unsecured promissory notes, Amount | $ 39,295 | [1] | $ 35,000 |
Dr. Michael Dent [Member] | Unsecured promissory note one [Member] | |||
Related Party Transaction [Line Items] | |||
Inception Date | Jan. 18, 2017 | Jan. 18, 2017 | |
Maturity Date | Jan. 19, 2019 | Jan. 19, 2018 | |
Borrower | HLYK | ||
Interest Rate | 10.00% | 10.00% | |
Issuance of unsecured promissory notes, Amount | $ 22,454 | [1] | $ 20,000 |
Dr. Michael Dent [Member] | Unsecured promissory note two [Member] | |||
Related Party Transaction [Line Items] | |||
Inception Date | Jan. 24, 2017 | Jan. 24, 2017 | |
Maturity Date | Jan. 15, 2019 | Jan. 15, 2018 | |
Borrower | HLYK | ||
Interest Rate | 10.00% | 10.00% | |
Issuance of unsecured promissory notes, Amount | $ 56,136 | [1] | $ 50,000 |
Dr. Michael Dent [Member] | Unsecured promissory note three [Member] | |||
Related Party Transaction [Line Items] | |||
Inception Date | Feb. 9, 2017 | Feb. 9, 2017 | |
Maturity Date | Feb. 10, 2019 | Feb. 10, 2018 | |
Borrower | HLYK | ||
Interest Rate | 10.00% | 10.00% | |
Issuance of unsecured promissory notes, Amount | $ 33,363 | [1] | $ 30,000 |
Dr. Michael Dent [Member] | Unsecured promissory note four [Member] | |||
Related Party Transaction [Line Items] | |||
Inception Date | Apr. 20, 2017 | Apr. 20, 2017 | |
Maturity Date | Apr. 21, 2019 | Apr. 21, 2018 | |
Borrower | HLYK | ||
Interest Rate | 10.00% | 10.00% | |
Issuance of unsecured promissory notes, Amount | $ 10,911 | [1] | $ 10,000 |
Dr. Michael Dent [Member] | Unsecured promissory note five [Member] | |||
Related Party Transaction [Line Items] | |||
Inception Date | Jun. 15, 2017 | Jun. 15, 2017 | |
Maturity Date | Jun. 16, 2019 | Jun. 16, 2018 | |
Borrower | HLYK | ||
Interest Rate | 10.00% | 10.00% | |
Issuance of unsecured promissory notes, Amount | $ 34,793 | [1] | $ 32,500 |
Dr. Michael Dent [Member] | Unsecured promissory note six [Member] | |||
Related Party Transaction [Line Items] | |||
Inception Date | Aug. 17, 2017 | Aug. 17, 2017 | |
Maturity Date | Aug. 18, 2018 | Aug. 18, 2018 | |
Borrower | HLYK | ||
Interest Rate | 10.00% | 10.00% | |
Issuance of unsecured promissory notes, Amount | $ 20,000 | $ 20,000 | |
Dr. Michael Dent [Member] | Unsecured promissory note seven [Member] | |||
Related Party Transaction [Line Items] | |||
Inception Date | Aug. 24, 2017 | Aug. 24, 2017 | |
Maturity Date | Aug. 25, 2018 | Aug. 25, 2018 | |
Borrower | HLYK | ||
Interest Rate | 10.00% | 10.00% | |
Issuance of unsecured promissory notes, Amount | $ 37,500 | $ 37,500 | |
Dr. Michael Dent [Member] | Unsecured promissory note eight [Member] | |||
Related Party Transaction [Line Items] | |||
Inception Date | Sep. 7, 2017 | Sep. 7, 2017 | |
Maturity Date | Sep. 8, 2018 | Sep. 8, 2018 | |
Borrower | HLYK | ||
Interest Rate | 10.00% | 10.00% | |
Issuance of unsecured promissory notes, Amount | $ 35,000 | $ 35,000 | |
Dr. Michael Dent [Member] | Unsecured promissory note nine [Member] | |||
Related Party Transaction [Line Items] | |||
Inception Date | Sep. 21, 2017 | Sep. 21, 2017 | |
Maturity Date | Sep. 22, 2018 | Sep. 22, 2018 | |
Borrower | HLYK | ||
Interest Rate | 10.00% | 10.00% | |
Issuance of unsecured promissory notes, Amount | $ 26,500 | $ 26,500 | |
Dr. Michael Dent [Member] | Unsecured promissory note ten [Member] | |||
Related Party Transaction [Line Items] | |||
Inception Date | Sep. 29, 2017 | Sep. 29, 2017 | |
Maturity Date | Sep. 30, 2018 | Sep. 30, 2018 | |
Borrower | HLYK | ||
Interest Rate | 10.00% | 10.00% | |
Issuance of unsecured promissory notes, Amount | $ 12,000 | $ 12,000 | |
Dr. Michael Dent [Member] | Unsecured promissory note eleven [Member] | |||
Related Party Transaction [Line Items] | |||
Inception Date | Dec. 21, 2017 | Dec. 21, 2017 | |
Maturity Date | Dec. 22, 2018 | Dec. 22, 2018 | |
Borrower | HLYK | ||
Interest Rate | 10.00% | 10.00% | |
Issuance of unsecured promissory notes, Amount | $ 14,000 | $ 14,000 | |
Dr. Michael Dent [Member] | Unsecured promissory note twelve [Member] | |||
Related Party Transaction [Line Items] | |||
Inception Date | Jan. 8, 2018 | ||
Maturity Date | Jan. 9, 2019 | ||
Borrower | HLYK | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | $ 75,000 | ||
Dr. Michael Dent [Member] | Unsecured promissory note thirteen [Member] | |||
Related Party Transaction [Line Items] | |||
Inception Date | Jan. 11, 2018 | ||
Maturity Date | Jan. 12, 2019 | ||
Borrower | HLYK | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | $ 9,000 | ||
Dr. Michael Dent [Member] | Unsecured promissory note fourteen [Member] | |||
Related Party Transaction [Line Items] | |||
Inception Date | Jan. 26, 2018 | ||
Maturity Date | Jan. 27, 2019 | ||
Borrower | HLYK | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | $ 17,450 | ||
Dr. Michael Dent [Member] | Unsecured promissory note fifteen [Member] | |||
Related Party Transaction [Line Items] | |||
Inception Date | Jan. 3, 2014 | ||
Maturity Date | Dec. 31, 2018 | ||
Borrower | NWC | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | $ 222,050 | ||
[1] | Denotes that note payable is carried at fair value |
Notes Payable and Other Amoun42
Notes Payable and Other Amounts Due to Related Party (Details Textual) - USD ($) | Jul. 13, 2018 | Jul. 11, 2018 | Feb. 12, 2018 | Jul. 18, 2018 | Dec. 31, 2014 | Aug. 31, 2014 | Dec. 31, 2013 | Mar. 28, 2012 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Due to Related Party (Textual) | ||||||||||||||
Issuance of unsecured promissory notes | $ 665,452 | $ 322,500 | ||||||||||||
Interest accrued | 43,963 | $ 22,108 | ||||||||||||
Amount payable | $ 396,453 | 396,453 | 363,845 | 311,792 | ||||||||||
Maturity date, description | DMD agreed to extend the maturity dates of promissory notes with an aggregate face value of $177,500, which were originally scheduled to mature before June 30, 2018, by one year from the original maturity date. Because the fair value of the warrants was greater than 10% of the present value of the remaining cash flows under the modified promissory notes. | |||||||||||||
Direct obligations paid | 25,000 | |||||||||||||
Fair value of warrants | 94,844 | |||||||||||||
Reissued debt amount | (25,452) | (83,398) | ||||||||||||
Loss on extinguishment of debt | 16,864 | (308,359) | (290,581) | |||||||||||
General and administrative | 552,583 | 498,378 | 1,127,411 | 888,404 | $ 1,848,866 | 1,543,866 | ||||||||
Change in fair value of debt | 4,532 | 7,981 | ||||||||||||
Subsequent Event [Member] | ||||||||||||||
Due to Related Party (Textual) | ||||||||||||||
Maturity date, description | Until December 31, 2019. | Until July 31, 2019. | ||||||||||||
Proceeds from issuance private placement | $ 2,000,000 | |||||||||||||
$750k DMD Note [Member] | ||||||||||||||
Due to Related Party (Textual) | ||||||||||||||
Interest rate | 10.00% | |||||||||||||
Balance of accrued interest on notes payable | 22,108 | |||||||||||||
Maturity date, description | During January 2017, the note was again amended to extend the maturity date until December 31, 2018. | |||||||||||||
Dr. Michael Dent [Member] | ||||||||||||||
Due to Related Party (Textual) | ||||||||||||||
Interest accrued | $ 40,218 | $ 19,350 | ||||||||||||
Maturity date, description | During January 2017, the note was again amended to extend the maturity date until December 31, 2018. | |||||||||||||
Warrant to purchase of common stock, shares | 6,678,462 | |||||||||||||
Increased on unsecured note payable | $ 750,000 | $ 500,000 | ||||||||||||
Warrants, description | (i) extend the maturity dates of up to $439,450 loaned by Dr. Dent to the Company in 2017 and 2018 in the form of unsecured promissory notes, including $75,000 loaned from Dr. Dent to the Company in January 2018 to allow the Company to retire an existing convertible promissory note payable to Power-up Lending Group Ltd. before such convertible promissory note became eligible for conversion, and (ii) provide continued loans to the Company. The warrant is immediately exercisable at an exercise price of $0.065 per share, subject to adjustment, and expires five years after the date of issuance. | |||||||||||||
Fair value of warrants | $ 337,466 | |||||||||||||
Risk-free interest rate | 2.56% | |||||||||||||
Expected life (in years) | 5 years | |||||||||||||
Expected volatility rate | 268.90% | |||||||||||||
Expected dividend yield | 0.00% | |||||||||||||
Reissued debt amount | $ 11,472 | |||||||||||||
Loss on extinguishment of debt | $ 348,938 | |||||||||||||
Dr. Michael Dent [Member] | NWC [Member] | ||||||||||||||
Due to Related Party (Textual) | ||||||||||||||
Issuance of unsecured promissory notes | $ 175,000 | |||||||||||||
Interest rate | 0.00% | |||||||||||||
MedOffice Direct (MOD) [Member] | ||||||||||||||
Due to Related Party (Textual) | ||||||||||||||
Interest rate | 8.00% | |||||||||||||
Interest accrued | 43,963 | |||||||||||||
Amount payable | 11,192 | |||||||||||||
Rent paid for office space | 2,040 | |||||||||||||
Additional amount towards future rent | 18,217 | $ 18,217 | 24,459 | |||||||||||
Amount paid to agreement and prepaid | 6,120 | 6,120 | 12,240 | 12,240 | $ 24,480 | 0 | ||||||||
Maturity date, description | Office space in MOD's facility used by the Company and its employees for the period from January 1, 2017 through July 31, 2018. | |||||||||||||
Direct obligations paid | 13,808 | |||||||||||||
General and administrative | $ 0 | $ 25,000 | $ 12,500 | $ 25,000 | ||||||||||
Semi annual fees | $ 25,000 | |||||||||||||
2017 DMD Notes [Member] | ||||||||||||||
Due to Related Party (Textual) | ||||||||||||||
Interest rate | 10.00% | |||||||||||||
Interest accrued | $ 55,665 | $ 19,350 | $ 0 |
Capital Lease (Details)
Capital Lease (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Capital Lease/Notes Payable/Convertible Notes Payable [Abstract] | |||
Note payable, New Everbank Lease | $ 32,109 | $ 39,754 | $ 58,102 |
Less: note payable, New Everbank Lease (Capital leases), current portion | (19,877) | (18,348) | (18,348) |
Notes payable, bank loans and capital leases, long-term portion | $ 12,232 | $ 21,406 | $ 39,754 |
Capital Lease (Details 1)
Capital Lease (Details 1) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Capital Lease/Notes Payable/Convertible Notes Payable [Abstract] | ||
2018 (July to December) | $ 10,703 | $ 18,348 |
2,019 | 18,348 | 18,348 |
2,020 | 3,058 | 3,058 |
2,021 | ||
2,022 | ||
Total | $ 32,109 | $ 39,754 |
Capital Lease (Details Textual)
Capital Lease (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2015 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Capital Lease (Textual) | |||||||
Note payable - capital leases | $ 12,232 | $ 12,232 | $ 21,406 | $ 39,754 | |||
Payments on capital leases | 4,587 | $ 4,587 | 7,645 | $ 9,174 | 18,348 | $ 18,348 | |
Everbank [Member] | |||||||
Capital Lease (Textual) | |||||||
Note payable - capital leases expiration date | Mar. 31, 2020 | ||||||
Note payable - capital leases | $ 32,109 | $ 32,109 | $ 39,754 | ||||
Note payable - capital leases monthly payment | $ 1,529 | ||||||
Note payable - capital leases terms | 60 months |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Dec. 20, 2017 | Aug. 09, 2017 | Jul. 11, 2017 | Jan. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Jan. 02, 2018 | Dec. 31, 2016 |
Notes Payable (Textual) | |||||||||
Discount against the note payable | $ 23,940 | $ 23,940 | $ 26,881 | $ 0 | |||||
Amortization of the discount | 2,267 | ||||||||
Note payable | 61,869 | 61,869 | 70,186 | ||||||
Repayments | 89,048 | ||||||||
Power Up Lending Group, Ltd. [Member] | Merchant Cash Advance Factoring Agreement One [Member] | |||||||||
Notes Payable (Textual) | |||||||||
Advance received for factoring agreement | $ 26,000 | ||||||||
Description of payables in factoring agreement | The Company is required to repay the advance at the rate of $4,048 per week until the balance of $102,000 has been repaid in November 2018. | ||||||||
Discount against the note payable | $ 9,550 | ||||||||
Amortization of the discount | 4,560 | 4,560 | 9,550 | ||||||
Note payable | $ 34,580 | 1,096 | |||||||
Power Up Lending Group, Ltd. [Member] | Merchant Cash Advance Factoring Agreement Two [Member] | |||||||||
Notes Payable (Textual) | |||||||||
Advance received for factoring agreement | $ 51,000 | ||||||||
Description of payables in factoring agreement | The Company was required to repay the advance, which acted like an ordinary note payable, at the rate of $2,752 per week until the balance of $69,360 was repaid. | ||||||||
Discount against the note payable | $ 19,380 | ||||||||
Amortization of the discount | 19,380 | ||||||||
Note payable | $ 69,360 | 5,161 | |||||||
Power Up Lending Group, Ltd. [Member] | Merchant Cash Advance Factoring Agreement Three [Member] | |||||||||
Notes Payable (Textual) | |||||||||
Advance received for factoring agreement | $ 75,000 | ||||||||
Description of payables in factoring agreement | The Company was required to repay the July MCA, which acted like an ordinary note payable, at the rate of $1,372 per week until the balance of $34,580 was repaid. | ||||||||
Discount against the note payable | $ 28,500 | ||||||||
Amortization of the discount | 26,881 | 26,881 | 1,619 | ||||||
Note payable | $ 102,000 | $ 70,186 | |||||||
Power Up Lending Group, Ltd. [Member] | Merchant Cash Advance Factoring Agreement Four [Member] | |||||||||
Notes Payable (Textual) | |||||||||
Advance received for factoring agreement | $ 75,000 | ||||||||
Description of payables in factoring agreement | The Company is required to repay the advance at the rate of $4,048 per week until the balance of $102,000 has been repaid in November 2018. | ||||||||
Discount against the note payable | 28,500 | ||||||||
Amortization of the discount | $ 4,560 | 4,560 | |||||||
Note payable | $ 102,000 | ||||||||
Repayments | $ 61,869 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jul. 07, 2016 |
Debt Instrument [Line Items] | ||||
Face Value | $ 1,835,983 | $ 1,078,500 | $ 600,000 | |
Unamortized Discount | (689,883) | (266,642) | (114,332) | |
Convertible notes payable, net of original issue discount and debt discount | 350,867 | 811,858 | 485,668 | |
Less: convertible notes payable, long term portion | 795,233 | |||
Convertible notes payable, current portion | 350,867 | 811,858 | ||
$550k Note - July 2016 [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Value | 612,409 | 550,000 | 550,000 | $ 550,000 |
Unamortized Discount | (96,631) | |||
Convertible notes payable, net of original issue discount and debt discount | 550,000 | 453,369 | ||
Convertible notes payable, current portion | $ 388,521 | |||
$50k Note - July 2016 [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Value | 59,771 | 50,000 | 50,000 | |
Unamortized Discount | (17,701) | |||
Convertible notes payable, net of original issue discount and debt discount | 50,000 | 32,299 | ||
$111k Note - May 2017 [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Value | 123,053 | 111,000 | ||
Unamortized Discount | (6,931) | |||
Convertible notes payable, net of original issue discount and debt discount | 104,069 | |||
$53k Note - July 2017 [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Value | 53,000 | |||
Unamortized Discount | (19,946) | |||
Convertible notes payable, net of original issue discount and debt discount | 33,054 | |||
$35k Note - September 2017 [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Value | 35,000 | |||
Unamortized Discount | (20,676) | |||
Convertible notes payable, net of original issue discount and debt discount | 14,324 | |||
$55k Note - September 2017 [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Value | 55,000 | |||
Unamortized Discount | (38,274) | |||
Convertible notes payable, net of original issue discount and debt discount | 16,726 | |||
$53k Note II - October 2017 [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Value | 53,000 | |||
Unamortized Discount | (39,939) | |||
Convertible notes payable, net of original issue discount and debt discount | 13,061 | |||
$171.5k Note - October 2017 [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Value | 171,500 | 171,500 | ||
Unamortized Discount | (140,876) | |||
Convertible notes payable, net of original issue discount and debt discount | $ 30,624 | |||
$57.8k Note - January 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Value | 57,750 | |||
$112.8k Note - February 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Value | 112,750 | |||
$83k Note - February 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Value | 83,000 | |||
$105k Note - March 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Value | 105,000 | |||
$63k Note - April 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Value | 63,000 | |||
$57.8k Note - April 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Value | 57,750 | |||
$90k Note - April 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Value | 90,000 | |||
$53k Note II - April 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Value | 53,000 | |||
$68.3k Note - May 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Value | 68,250 | |||
$37k Note May 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Value | 37,000 | |||
$63k Note II - May 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Value | 63,000 | |||
$78.8k Note - May 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Value | $ 78,750 |
Convertible Notes Payable (De48
Convertible Notes Payable (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Short-term Debt [Line Items] | ||||||
Cash repayment | $ 284,682 | |||||
Less accrued interest | $ 43,963 | $ 22,108 | ||||
Gain on extinguishment of debt | $ 16,864 | (308,359) | $ (290,581) | |||
Convertible Notes Payable ($53,000) - July 2017 [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Cash repayment | 74,922 | |||||
Less face value of convertible note payable retired | (74,922) | |||||
Less carrying value of derivative financial instruments arising from ECF | (53,893) | |||||
Less accrued interest | (2,644) | |||||
Plus carrying value of discount at extinguishment | 18,427 | |||||
Gain on extinguishment of debt | (16,188) | |||||
Convertible Notes Payable ($35,000) - September 2017 [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Cash repayment | 49,502 | |||||
Less face value of convertible note payable retired | (35,000) | |||||
Less carrying value of derivative financial instruments arising from ECF | (37,269) | |||||
Less accrued interest | (1,716) | |||||
Plus carrying value of discount at extinguishment | 12,705 | |||||
Gain on extinguishment of debt | (11,778) | |||||
Convertible Notes Payable ($55,000) - September 2017 [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Cash repayment | 11,778 | |||||
Less face value of convertible note payable retired | (55,000) | |||||
Less carrying value of derivative financial instruments arising from ECF | (69,687) | |||||
Less accrued interest | (2,759) | |||||
Plus carrying value of discount at extinguishment | 27,425 | |||||
Gain on extinguishment of debt | (14,763) | |||||
Convertible Notes Payable ($53,000) - October 2017 [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Cash repayment | 75,000 | |||||
Less face value of convertible note payable retired | (53,000) | |||||
Less carrying value of derivative financial instruments arising from ECF | (55,790) | |||||
Less accrued interest | (2,571) | |||||
Plus carrying value of discount at extinguishment | 19,496 | |||||
Gain on extinguishment of debt | $ (16,865) |
Convertible Notes Payable (De49
Convertible Notes Payable (Details 2) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||||
Financing cost | $ 440,505 | $ 72,956 | $ 75,000 | |
Convertible note | 350,867 | 811,858 | ||
Notes payable and bank loans, long-term portion | 1,835,983 | 1,078,500 | $ 600,000 | |
Convertible Note Payable - July 2016 [Member] | ||||
Debt Instrument [Line Items] | ||||
Embedded conversion feature | 161,479 | |||
Original issue discount and fees | 50,000 | |||
Warrants | 111,479 | |||
Convertible note | 227,042 | |||
Notes payable and bank loans, long-term portion | 550,000 | |||
Convertible Notes Payable - May 2017 [Member] | ||||
Debt Instrument [Line Items] | ||||
Embedded conversion feature | 38,595 | |||
Original issue discount and fees | 11,000 | |||
Warrants | 27,595 | |||
Convertible note | 33,810 | |||
Notes payable and bank loans, long-term portion | 111,000 | |||
Convertible Notes Payable - July 2017 [Member] | ||||
Debt Instrument [Line Items] | ||||
Embedded conversion feature | 58,154 | |||
Original issue discount and fees | 3,000 | |||
Financing cost | (8,154) | |||
Convertible note | ||||
Notes payable and bank loans, long-term portion | 53,000 | |||
Convertible Notes Payable - September 2017 [Member] | ||||
Debt Instrument [Line Items] | ||||
Embedded conversion feature | 38,338 | |||
Original issue discount and fees | 3,000 | |||
Financing cost | (6,338) | |||
Convertible note | ||||
Notes payable and bank loans, long-term portion | 35,000 | |||
Convertible Notes Payable - September 2017 One [Member] | ||||
Debt Instrument [Line Items] | ||||
Embedded conversion feature | 65,332 | |||
Original issue discount and fees | 7,500 | |||
Financing cost | (17,832) | |||
Convertible note | ||||
Notes payable and bank loans, long-term portion | 55,000 | |||
Convertible Notes Payable - October 2017 [Member] | ||||
Debt Instrument [Line Items] | ||||
Embedded conversion feature | 57,571 | |||
Original issue discount and fees | 3,000 | |||
Financing cost | (7,571) | |||
Convertible note | ||||
Notes payable and bank loans, long-term portion | 53,000 | |||
Convertible Notes Payable - October 2017 One [Member] | ||||
Debt Instrument [Line Items] | ||||
Embedded conversion feature | 183,061 | |||
Original issue discount and fees | 21,500 | |||
Financing cost | (33,061) | |||
Convertible note | 171,500 | |||
Notes payable and bank loans, long-term portion | $ 171,500 | |||
Convertible Notes Payable - January 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Embedded conversion feature | 82,652 | |||
Original issue discount and fees | 7,750 | |||
Financing cost | (32,652) | |||
Convertible note | ||||
Notes payable and bank loans, long-term portion | 57,750 | |||
Convertible Notes Payable - February 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Embedded conversion feature | 161,527 | |||
Original issue discount and fees | 12,750 | |||
Financing cost | (61,527) | |||
Convertible note | ||||
Notes payable and bank loans, long-term portion | 112,750 | |||
Convertible Notes Payable - February 2018 One [Member] | ||||
Debt Instrument [Line Items] | ||||
Embedded conversion feature | 119,512 | |||
Original issue discount and fees | 8,000 | |||
Financing cost | (44,512) | |||
Convertible note | ||||
Notes payable and bank loans, long-term portion | 83,000 | |||
Convertible Notes Payable - March 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Embedded conversion feature | 153,371 | |||
Original issue discount and fees | 5,000 | |||
Financing cost | (53,371) | |||
Convertible note | ||||
Notes payable and bank loans, long-term portion | 105,000 | |||
Convertible Notes Payable - April 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Embedded conversion feature | 83,806 | |||
Original issue discount and fees | 3,000 | |||
Financing cost | (23,806) | |||
Convertible note | ||||
Notes payable and bank loans, long-term portion | 63,000 | |||
Convertible Notes Payable - April 2018 One [Member] | ||||
Debt Instrument [Line Items] | ||||
Embedded conversion feature | 83,397 | |||
Original issue discount and fees | 7,750 | |||
Financing cost | (33,397) | |||
Convertible note | ||||
Notes payable and bank loans, long-term portion | 57,750 | |||
Convertible Notes Payable - April 2018 Two [Member] | ||||
Debt Instrument [Line Items] | ||||
Embedded conversion feature | 130,136 | |||
Original issue discount and fees | 4,500 | |||
Financing cost | (44,636) | |||
Convertible note | ||||
Notes payable and bank loans, long-term portion | 90,000 | |||
Convertible Notes Payable - April 2018 Three [Member] | ||||
Debt Instrument [Line Items] | ||||
Embedded conversion feature | 71,679 | |||
Original issue discount and fees | 3,000 | |||
Financing cost | (21,679) | |||
Convertible note | ||||
Notes payable and bank loans, long-term portion | 53,000 | |||
Convertible Notes Payable - May 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Embedded conversion feature | 99,422 | |||
Original issue discount and fees | 3,250 | |||
Financing cost | (34,422) | |||
Convertible note | ||||
Notes payable and bank loans, long-term portion | 68,250 | |||
Convertible Notes Payable - May 2018 One [Member] | ||||
Debt Instrument [Line Items] | ||||
Embedded conversion feature | 54,086 | |||
Original issue discount and fees | 2,000 | |||
Financing cost | (19,086) | |||
Convertible note | ||||
Notes payable and bank loans, long-term portion | 37,000 | |||
Convertible Notes Payable - May 2018 Two [Member] | ||||
Debt Instrument [Line Items] | ||||
Embedded conversion feature | 90,390 | |||
Original issue discount and fees | 3,000 | |||
Financing cost | (30,390) | |||
Convertible note | ||||
Notes payable and bank loans, long-term portion | 63,000 | |||
Convertible Notes Payable - May 2018 Three [Member] | ||||
Debt Instrument [Line Items] | ||||
Embedded conversion feature | 116,027 | |||
Original issue discount and fees | 3,750 | |||
Financing cost | (41,027) | |||
Convertible note | ||||
Notes payable and bank loans, long-term portion | $ 78,750 |
Convertible Notes Payable (De50
Convertible Notes Payable (Details Textual) - USD ($) | Jul. 13, 2018 | Jul. 11, 2018 | Apr. 16, 2018 | Jan. 11, 2018 | Sep. 11, 2017 | Sep. 07, 2017 | Aug. 08, 2017 | Jul. 10, 2017 | Jul. 07, 2016 | Mar. 28, 2018 | Oct. 27, 2017 | Oct. 23, 2017 | May 22, 2017 | Feb. 28, 2017 | Mar. 28, 2012 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 18, 2018 | Mar. 13, 2018 | Mar. 05, 2018 | Jan. 08, 2018 |
Notes Payable Including Convertible Notes (Textual) | |||||||||||||||||||||||||
Convertible secured promissory note face value | $ 1,835,983 | $ 1,835,983 | $ 1,078,500 | $ 600,000 | |||||||||||||||||||||
Convertible secured promissory note maturity date, description | DMD agreed to extend the maturity dates of promissory notes with an aggregate face value of $177,500, which were originally scheduled to mature before June 30, 2018, by one year from the original maturity date. Because the fair value of the warrants was greater than 10% of the present value of the remaining cash flows under the modified promissory notes. | ||||||||||||||||||||||||
Net proceeds from issuance of convertible notes | 805,500 | $ 100,000 | 429,500 | 475,000 | |||||||||||||||||||||
Original issue discount and debt discount | 23,940 | 23,940 | 26,881 | 0 | |||||||||||||||||||||
Convertible note | 350,867 | 350,867 | 811,858 | ||||||||||||||||||||||
Financing cost | 248,443 | 440,505 | 72,956 | ||||||||||||||||||||||
Repayment of notes payable and bank loans | (113,257) | (108,873) | (84,980) | ||||||||||||||||||||||
Unamortized discount | 689,883 | 689,883 | 266,642 | 114,332 | |||||||||||||||||||||
Loss at inception of convertible notes payable | 16,864 | (308,359) | (290,581) | ||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||
Notes Payable Including Convertible Notes (Textual) | |||||||||||||||||||||||||
Convertible secured promissory note maturity date, description | Until December 31, 2019. | Until July 31, 2019. | |||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||
Notes Payable Including Convertible Notes (Textual) | |||||||||||||||||||||||||
Warrant to purchase of common stock exercise price | $ 0.15 | ||||||||||||||||||||||||
Warrant terms | 5 years | ||||||||||||||||||||||||
Warrant to purchase of common stock, shares | 588,235 | ||||||||||||||||||||||||
$550k Note [Member] | |||||||||||||||||||||||||
Notes Payable Including Convertible Notes (Textual) | |||||||||||||||||||||||||
Percentage of fixed convertible secured promissory note | 6.00% | ||||||||||||||||||||||||
Convertible secured promissory note face value | $ 550,000 | 612,409 | 612,409 | 550,000 | 550,000 | ||||||||||||||||||||
Warrant to purchase of common stock exercise price | $ 0.09 | ||||||||||||||||||||||||
Original issue discount and debt discount | $ 50,000 | ||||||||||||||||||||||||
Allocated to warrants | 111,479 | ||||||||||||||||||||||||
Convertible note | 388,521 | ||||||||||||||||||||||||
Embedded conversion feature | $ 161,479 | ||||||||||||||||||||||||
Unamortized discount | 96,631 | ||||||||||||||||||||||||
$550k Note [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||
Notes Payable Including Convertible Notes (Textual) | |||||||||||||||||||||||||
Warrant to purchase of common stock exercise price | $ 0.25 | $ 0.25 | |||||||||||||||||||||||
Warrant terms | 3 years | 3 years | |||||||||||||||||||||||
Warrant to purchase of common stock, shares | 175,000 | 200,000 | |||||||||||||||||||||||
$550k Note [Member] | Convertible Note Payable [Member] | |||||||||||||||||||||||||
Notes Payable Including Convertible Notes (Textual) | |||||||||||||||||||||||||
Convertible secured promissory note face value | 612,408 | $ 612,408 | |||||||||||||||||||||||
Convertible secured promissory note maturity date | Apr. 11, 2017 | ||||||||||||||||||||||||
Net proceeds from issuance of convertible notes | $ 500,000 | ||||||||||||||||||||||||
Expected dividend yield | 0.00% | ||||||||||||||||||||||||
Note convertible into common shares | 6,875,000 | 6,875,000 | |||||||||||||||||||||||
Interest expense | 8,227 | 8,227 | $ 16,364 | 16,364 | $ 33,000 | 16,003 | |||||||||||||||||||
Warrant terms | 5 years | ||||||||||||||||||||||||
Warrant to purchase of common stock, shares | 6,111,111 | ||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 157,812 | ||||||||||||||||||||||||
Note holder fixed price per share | $ 0.08 | ||||||||||||||||||||||||
Unamortized discount | 0 | 0 | 0 | ||||||||||||||||||||||
Amortization expenses | 104,137 | 208,626 | |||||||||||||||||||||||
Change in fair value of debt | 16,110 | 0 | 62,408 | 0 | |||||||||||||||||||||
$550k Note [Member] | Warrant [Member] | Convertible Note Payable [Member] | |||||||||||||||||||||||||
Notes Payable Including Convertible Notes (Textual) | |||||||||||||||||||||||||
Convertible secured promissory note maturity date | Jul. 7, 2017 | ||||||||||||||||||||||||
Convertible secured promissory note maturity date, description | The holder of the $550k Note agreed to (i) further extend the maturity date of the $550k Note until July 7, 2018, and (ii) further extend the maturity date of the $50k Note (as defined herein) until July 11, 2018. | The holder of the $550k Note agreed to extend the maturity date until July 7, 2017. | |||||||||||||||||||||||
Warrant to purchase of common stock exercise price | $ 0.30 | $ 0.15 | |||||||||||||||||||||||
Expected dividend yield | 0.00% | 0.00% | |||||||||||||||||||||||
Warrant terms | 5 years | 5 years | |||||||||||||||||||||||
Warrant to purchase of common stock, shares | 1,000,000 | 500,000 | |||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 290,581 | $ 7,506 | |||||||||||||||||||||||
$50k Note [Member] | |||||||||||||||||||||||||
Notes Payable Including Convertible Notes (Textual) | |||||||||||||||||||||||||
Convertible secured promissory note face value | 59,771 | 59,771 | 50,000 | 50,000 | |||||||||||||||||||||
Unamortized discount | 17,701 | ||||||||||||||||||||||||
$50k Note [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||
Notes Payable Including Convertible Notes (Textual) | |||||||||||||||||||||||||
Warrant to purchase of common stock exercise price | $ 0.25 | $ 0.25 | |||||||||||||||||||||||
Warrant terms | 3 years | 3 years | |||||||||||||||||||||||
Warrant to purchase of common stock, shares | 175,000 | 200,000 | |||||||||||||||||||||||
$50k Note [Member] | Convertible Note Payable [Member] | |||||||||||||||||||||||||
Notes Payable Including Convertible Notes (Textual) | |||||||||||||||||||||||||
Percentage of fixed convertible secured promissory note | 10.00% | ||||||||||||||||||||||||
Convertible secured promissory note face value | 59,771 | 59,771 | 50,000 | ||||||||||||||||||||||
Convertible secured promissory note maturity date | Jul. 11, 2017 | ||||||||||||||||||||||||
Common stock fixed price per share | $ 0.10 | ||||||||||||||||||||||||
Net proceeds from issuance of convertible notes | 500,000 | ||||||||||||||||||||||||
Convertible note | $ 50,000 | ||||||||||||||||||||||||
Note convertible into common shares | 500,000 | ||||||||||||||||||||||||
Interest expense | 1,247 | 1,247 | 2,479 | 2,479 | $ 5,000 | 2,425 | |||||||||||||||||||
Change in fair value of debt | 1,572 | 0 | 9,771 | 0 | |||||||||||||||||||||
$111k Note [Member] | |||||||||||||||||||||||||
Notes Payable Including Convertible Notes (Textual) | |||||||||||||||||||||||||
Convertible secured promissory note face value | 123,053 | $ 123,053 | 111,000 | ||||||||||||||||||||||
Unamortized discount | $ 6,931 | ||||||||||||||||||||||||
$111k Note [Member] | Parent Company [Member] | |||||||||||||||||||||||||
Notes Payable Including Convertible Notes (Textual) | |||||||||||||||||||||||||
Convertible secured promissory note maturity date | Jan. 22, 2018 | ||||||||||||||||||||||||
Warrant to purchase of common stock exercise price | $ 0.05 | ||||||||||||||||||||||||
Expected dividend yield | 0.00% | ||||||||||||||||||||||||
Note convertible into common shares | 317,143 | ||||||||||||||||||||||||
Interest expense | 4,078 | 1,767 | $ 8,246 | 1,767 | |||||||||||||||||||||
Warrant to purchase of common stock, shares | 125,000 | ||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 10,199 | ||||||||||||||||||||||||
Unamortized discount | 0 | 0 | |||||||||||||||||||||||
Amortization expenses | 0 | 12,287 | 6,931 | 12,287 | |||||||||||||||||||||
$111k Note [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||
Notes Payable Including Convertible Notes (Textual) | |||||||||||||||||||||||||
Warrant to purchase of common stock exercise price | $ 0.50 | $ 0.50 | |||||||||||||||||||||||
Warrant terms | 3 years | 3 years | |||||||||||||||||||||||
Warrant to purchase of common stock, shares | 75,000 | 300,000 | |||||||||||||||||||||||
$111k Note [Member] | Convertible Note Payable [Member] | |||||||||||||||||||||||||
Notes Payable Including Convertible Notes (Textual) | |||||||||||||||||||||||||
Percentage of fixed convertible secured promissory note | 10.00% | ||||||||||||||||||||||||
Convertible secured promissory note face value | $ 111,000 | 123,503 | $ 123,503 | ||||||||||||||||||||||
Convertible secured promissory note maturity date | Dec. 31, 2019 | ||||||||||||||||||||||||
Warrant to purchase of common stock exercise price | $ 0.75 | ||||||||||||||||||||||||
Net proceeds from issuance of convertible notes | $ 100,000 | ||||||||||||||||||||||||
Original issue discount and debt discount | $ 11,000 | ||||||||||||||||||||||||
Expected dividend yield | 0.00% | ||||||||||||||||||||||||
Allocated to warrants | $ 27,595 | ||||||||||||||||||||||||
Convertible note | $ 72,405 | ||||||||||||||||||||||||
Note convertible into common shares | 317,143 | ||||||||||||||||||||||||
Interest expense | $ 10,103 | 0 | |||||||||||||||||||||||
Warrant terms | 5 years | ||||||||||||||||||||||||
Warrant to purchase of common stock, shares | 133,333 | ||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 42,305 | ||||||||||||||||||||||||
Embedded conversion feature | $ 38,595 | ||||||||||||||||||||||||
Note holder fixed price per share | $ 0.35 | ||||||||||||||||||||||||
Unamortized discount | 6,931 | ||||||||||||||||||||||||
Amortization expenses | 70,259 | 0 | |||||||||||||||||||||||
Change in fair value of debt | 3,238 | 0 | $ 3,238 | 0 | |||||||||||||||||||||
$53k Note - July 2017 [Member] | |||||||||||||||||||||||||
Notes Payable Including Convertible Notes (Textual) | |||||||||||||||||||||||||
Convertible secured promissory note face value | 53,000 | ||||||||||||||||||||||||
Unamortized discount | 19,946 | ||||||||||||||||||||||||
$53k Note - July 2017 [Member] | Convertible Note Payable [Member] | |||||||||||||||||||||||||
Notes Payable Including Convertible Notes (Textual) | |||||||||||||||||||||||||
Percentage of fixed convertible secured promissory note | 10.00% | ||||||||||||||||||||||||
Convertible secured promissory note face value | $ 53,000 | $ 53,000 | |||||||||||||||||||||||
Net proceeds from issuance of convertible notes | 50,000 | ||||||||||||||||||||||||
Original issue discount and debt discount | $ 3,000 | ||||||||||||||||||||||||
Expected dividend yield | 0.00% | ||||||||||||||||||||||||
Financing cost | $ 58,154 | ||||||||||||||||||||||||
Note convertible into common shares | 1,930,783 | ||||||||||||||||||||||||
Convertible note conversion features, Description | The $53k Note may be converted into common stock of the Company by the holder at any time following 180 days after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the average of the three (3) lowest closing bid prices during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the Note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the $53k Note, 150% of the outstanding principal and any interest due amount shall be immediately due. | ||||||||||||||||||||||||
Convertible note interest rate term | The $53k Note has an interest rate of 10% and a default interest rate of 22% and matures on April 15, 2018. | ||||||||||||||||||||||||
Interest expense | $ 2,527 | 0 | |||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 58,154 | ||||||||||||||||||||||||
Net charge on embedded conversion feature | $ 8,154 | ||||||||||||||||||||||||
Unamortized discount | 19,946 | ||||||||||||||||||||||||
Amortization expenses | 1,520 | 0 | 1,520 | 0 | 33,054 | 0 | |||||||||||||||||||
Accrued interest | $ 74,922 | ||||||||||||||||||||||||
$35k Note - September 2017 [Member] | |||||||||||||||||||||||||
Notes Payable Including Convertible Notes (Textual) | |||||||||||||||||||||||||
Convertible secured promissory note face value | 35,000 | ||||||||||||||||||||||||
Unamortized discount | $ 20,676 | ||||||||||||||||||||||||
$35k Note - September 2017 [Member] | Convertible Note Payable [Member] | |||||||||||||||||||||||||
Notes Payable Including Convertible Notes (Textual) | |||||||||||||||||||||||||
Percentage of fixed convertible secured promissory note | 10.00% | ||||||||||||||||||||||||
Convertible secured promissory note face value | $ 35,000 | $ 35,000 | |||||||||||||||||||||||
Net proceeds from issuance of convertible notes | 32,000 | ||||||||||||||||||||||||
Original issue discount and debt discount | $ 3,000 | ||||||||||||||||||||||||
Expected dividend yield | 0.00% | ||||||||||||||||||||||||
Financing cost | $ 38,338 | ||||||||||||||||||||||||
Note convertible into common shares | 1,275,046 | ||||||||||||||||||||||||
Convertible note conversion features, Description | The $35k Note may be converted into common stock of the Company by the holder at any time following 180 days after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the average of the three (3) lowest closing bid prices during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the $35k Note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the $35k Note, 150% of the outstanding principal and any interest due amount shall be immediately due. | ||||||||||||||||||||||||
Convertible note interest rate term | The $35k Note has an interest rate of 10% and a default interest rate of 20% and matures on June 15, 2018. | ||||||||||||||||||||||||
Interest expense | $ 1,103 | 0 | |||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 38,338 | ||||||||||||||||||||||||
Net charge on embedded conversion feature | 6,338 | ||||||||||||||||||||||||
Original issue discount | $ 3,000 | ||||||||||||||||||||||||
Unamortized discount | 20,676 | ||||||||||||||||||||||||
Amortization expenses | 14,324 | 0 | |||||||||||||||||||||||
Accrued interest | $ 49,502 | ||||||||||||||||||||||||
$55k Note - September 2017 [Member] | |||||||||||||||||||||||||
Notes Payable Including Convertible Notes (Textual) | |||||||||||||||||||||||||
Convertible secured promissory note face value | 55,000 | ||||||||||||||||||||||||
Unamortized discount | 38,274 | ||||||||||||||||||||||||
Accrued interest | $ 85,258 | ||||||||||||||||||||||||
$55k Note - September 2017 [Member] | Convertible Note Payable [Member] | |||||||||||||||||||||||||
Notes Payable Including Convertible Notes (Textual) | |||||||||||||||||||||||||
Convertible secured promissory note face value | $ 55,000 | $ 55,000 | |||||||||||||||||||||||
Net proceeds from issuance of convertible notes | $ 47,500 | ||||||||||||||||||||||||
Expected dividend yield | 0.00% | ||||||||||||||||||||||||
Financing cost | $ 65,332 | ||||||||||||||||||||||||
Note convertible into common shares | 2,037,037 | ||||||||||||||||||||||||
Convertible note conversion features, Description | The $55k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 60% multiplied by the lowest one (1) trading price for the Common Stock during the twenty (20) trading day period ending on the last complete trading day prior to the date of conversion. If, at any time while the $55k Note is outstanding, the conversion price pursuant to this formula is equal to or lower than $0.10, then an additional ten percent (10%) discount shall be factored into the conversion price until the $55k Note is no longer outstanding. In the event that shares of the Company's Common Stock are not deliverable via DWAC following the conversion of any amount hereunder, an additional ten percent (10%) discount shall be factored into the Variable Conversion Price until the $55k Note is no longer outstanding. | ||||||||||||||||||||||||
Convertible note interest rate term | The 55k Note has an interest rate of 10% and a default interest rate of 12% and matures on September 11, 2018. | ||||||||||||||||||||||||
Interest expense | $ 1,673 | 0 | |||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 65,332 | ||||||||||||||||||||||||
Net charge on embedded conversion feature | 17,832 | ||||||||||||||||||||||||
Original issue discount | $ 7,500 | ||||||||||||||||||||||||
Unamortized discount | 38,274 | ||||||||||||||||||||||||
Amortization expenses | 1,085 | 0 | 1,085 | 0 | 16,726 | 0 | |||||||||||||||||||
$53k Note II - October 2017 [Member] | |||||||||||||||||||||||||
Notes Payable Including Convertible Notes (Textual) | |||||||||||||||||||||||||
Convertible secured promissory note face value | 53,000 | ||||||||||||||||||||||||
Unamortized discount | 39,939 | ||||||||||||||||||||||||
$53k Note II - October 2017 [Member] | Convertible Note Payable [Member] | |||||||||||||||||||||||||
Notes Payable Including Convertible Notes (Textual) | |||||||||||||||||||||||||
Convertible secured promissory note face value | $ 53,000 | $ 53,000 | $ 53,000 | ||||||||||||||||||||||
Net proceeds from issuance of convertible notes | 50,000 | ||||||||||||||||||||||||
Original issue discount and debt discount | $ 3,000 | ||||||||||||||||||||||||
Expected dividend yield | 0.00% | ||||||||||||||||||||||||
Financing cost | $ 57,571 | ||||||||||||||||||||||||
Note convertible into common shares | 1,930,783 | ||||||||||||||||||||||||
Convertible note conversion features, Description | The $53k Note II may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 39% discount to the average of the three (3) lowest closing bid prices during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the Note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due. | ||||||||||||||||||||||||
Convertible note interest rate term | The $53k Note II has an interest rate of 10% and a default interest rate of 20% and matures on July 30, 2018. | ||||||||||||||||||||||||
Interest expense | $ 1,002 | 0 | |||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 57,571 | ||||||||||||||||||||||||
Net charge on embedded conversion feature | $ 7,571 | ||||||||||||||||||||||||
Unamortized discount | 39,939 | ||||||||||||||||||||||||
Amortization expenses | 13,061 | 0 | |||||||||||||||||||||||
Accrued interest | $ 75,000 | ||||||||||||||||||||||||
Amortization expense related to discount | 3,407 | 0 | 20,443 | 0 | |||||||||||||||||||||
$171.5k Note - October 2017 [Member] | |||||||||||||||||||||||||
Notes Payable Including Convertible Notes (Textual) | |||||||||||||||||||||||||
Convertible secured promissory note face value | 171,500 | 171,500 | 171,500 | ||||||||||||||||||||||
Unamortized discount | 140,876 | ||||||||||||||||||||||||
$171.5k Note - October 2017 [Member] | Convertible Note Payable [Member] | |||||||||||||||||||||||||
Notes Payable Including Convertible Notes (Textual) | |||||||||||||||||||||||||
Convertible secured promissory note face value | $ 171,500 | $ 171,500 | |||||||||||||||||||||||
Net proceeds from issuance of convertible notes | 150,000 | ||||||||||||||||||||||||
Original issue discount and debt discount | $ 21,500 | ||||||||||||||||||||||||
Expected dividend yield | 0.00% | ||||||||||||||||||||||||
Financing cost | $ 183,061 | ||||||||||||||||||||||||
Note convertible into common shares | 2,037,037 | ||||||||||||||||||||||||
Convertible note conversion features, Description | The $171.5k Note may be converted into common stock of the Company by the holder at any time following 180 days after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 35% discount to the lowest closing bid price during the twenty (20) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the $171.5k Note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the $171.5k Note, 150% of the outstanding principal and any interest due amount shall be immediately due. | ||||||||||||||||||||||||
Convertible note interest rate term | The $171.5k Note has an interest rate of 10% and a default interest rate of 22% and matures on October 26, 2018. | ||||||||||||||||||||||||
Interest expense | 4,276 | 0 | 8,504 | 0 | $ 3,054 | 0 | |||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 183,061 | ||||||||||||||||||||||||
Net charge on embedded conversion feature | $ 33,061 | ||||||||||||||||||||||||
Unamortized discount | 55,596 | 55,596 | 140,876 | ||||||||||||||||||||||
Amortization expenses | $ 30,625 | $ 0 | |||||||||||||||||||||||
Amortization expense related to discount | 42,875 | $ 0 | 85,279 | $ 0 | |||||||||||||||||||||
$57.8k Note - April 2018 [Member] | Convertible Note Payable [Member] | |||||||||||||||||||||||||
Notes Payable Including Convertible Notes (Textual) | |||||||||||||||||||||||||
Convertible secured promissory note face value | $ 57,750 | ||||||||||||||||||||||||
Net proceeds from issuance of convertible notes | $ 50,000 | ||||||||||||||||||||||||
Risk-free interest rate | 2.12% | ||||||||||||||||||||||||
Expected life | 1 year | ||||||||||||||||||||||||
Volatility | 270.41% | ||||||||||||||||||||||||
Expected dividend yield | 0.00% | ||||||||||||||||||||||||
Financing cost | $ 83,397 | ||||||||||||||||||||||||
Convertible note conversion features, Description | The $57.8k Note II Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 40% discount to the lowest bid or trading price of the Company's common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the Note, 200% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due. | ||||||||||||||||||||||||
Convertible note interest rate term | The $57.8k Note II Note included $7,750 fees for net proceeds of $50,000. The $57.8k Note II Note has an interest rate of 10% and a default interest rate of 18% and matures on April 16, 2019. | ||||||||||||||||||||||||
Interest expense | 1,187 | 1,187 | |||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 83,897 | ||||||||||||||||||||||||
Unamortized discount | 45,884 | 45,884 | |||||||||||||||||||||||
Amortization expense related to discount | $ 11,866 | $ 11,866 |
Convertible Notes Payable (De51
Convertible Notes Payable (Details Textual 1) - USD ($) | May 24, 2018 | May 10, 2018 | May 07, 2018 | May 03, 2018 | Apr. 18, 2018 | Apr. 16, 2018 | Mar. 13, 2018 | Mar. 05, 2018 | Feb. 13, 2018 | Feb. 02, 2018 | Jan. 11, 2018 | Jan. 02, 2018 | Sep. 11, 2017 | Sep. 07, 2017 | Apr. 30, 2018 | Oct. 27, 2017 | Oct. 23, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 02, 2018 |
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible secured promissory note face value | $ 1,835,983 | $ 1,835,983 | $ 1,078,500 | $ 600,000 | ||||||||||||||||||||
Proceeds from issuance of convertible notes | 805,500 | $ 100,000 | 429,500 | 475,000 | ||||||||||||||||||||
Original issue discount | 23,940 | 23,940 | 26,881 | 0 | ||||||||||||||||||||
Convertible note | 350,867 | 350,867 | 811,858 | |||||||||||||||||||||
Financing cost | 248,443 | 440,505 | 72,956 | |||||||||||||||||||||
Repayment of notes payable and bank loans | (113,257) | (108,873) | (84,980) | |||||||||||||||||||||
Unamortized discount | 689,883 | 689,883 | 266,642 | 114,332 | ||||||||||||||||||||
Loss on extinguishment of debt | 16,864 | (308,359) | (290,581) | |||||||||||||||||||||
Interest accrued | 43,963 | 22,108 | ||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Warrant to purchase of common stock exercise price | $ 0.15 | |||||||||||||||||||||||
Warrant terms | 5 years | |||||||||||||||||||||||
Warrant to purchase of common stock, Shares | 588,235 | |||||||||||||||||||||||
$35k Note - September 2017 [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible secured promissory note face value | 35,000 | |||||||||||||||||||||||
Unamortized discount | $ 20,676 | |||||||||||||||||||||||
Interest accrued | $ 49,502 | |||||||||||||||||||||||
$35k Note - September 2017 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Percentage of fixed convertible secured promissory note | 10.00% | |||||||||||||||||||||||
Convertible secured promissory note face value | $ 35,000 | $ 35,000 | ||||||||||||||||||||||
Proceeds from issuance of convertible notes | 32,000 | |||||||||||||||||||||||
Original issue discount | $ 3,000 | |||||||||||||||||||||||
Expected dividend yield | 0.00% | |||||||||||||||||||||||
Financing cost | $ 38,338 | |||||||||||||||||||||||
Note convertible into common shares | 1,275,046 | |||||||||||||||||||||||
Convertible note conversion features, Description | The $35k Note may be converted into common stock of the Company by the holder at any time following 180 days after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the average of the three (3) lowest closing bid prices during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the $35k Note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the $35k Note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||
Convertible note interest rate term | The $35k Note has an interest rate of 10% and a default interest rate of 20% and matures on June 15, 2018. | |||||||||||||||||||||||
Interest expense | $ 1,103 | 0 | ||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 38,338 | |||||||||||||||||||||||
Net charge on embedded conversion feature | 6,338 | |||||||||||||||||||||||
Original issue discount | $ 3,000 | |||||||||||||||||||||||
Unamortized discount | 20,676 | |||||||||||||||||||||||
$55k Note - September 2017 [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible secured promissory note face value | 55,000 | |||||||||||||||||||||||
Unamortized discount | 38,274 | |||||||||||||||||||||||
Interest accrued | $ 85,258 | |||||||||||||||||||||||
$55k Note - September 2017 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible secured promissory note face value | $ 55,000 | $ 55,000 | ||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 47,500 | |||||||||||||||||||||||
Expected dividend yield | 0.00% | |||||||||||||||||||||||
Financing cost | $ 65,332 | |||||||||||||||||||||||
Note convertible into common shares | 2,037,037 | |||||||||||||||||||||||
Convertible note conversion features, Description | The $55k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 60% multiplied by the lowest one (1) trading price for the Common Stock during the twenty (20) trading day period ending on the last complete trading day prior to the date of conversion. If, at any time while the $55k Note is outstanding, the conversion price pursuant to this formula is equal to or lower than $0.10, then an additional ten percent (10%) discount shall be factored into the conversion price until the $55k Note is no longer outstanding. In the event that shares of the Company's Common Stock are not deliverable via DWAC following the conversion of any amount hereunder, an additional ten percent (10%) discount shall be factored into the Variable Conversion Price until the $55k Note is no longer outstanding. | |||||||||||||||||||||||
Convertible note interest rate term | The 55k Note has an interest rate of 10% and a default interest rate of 12% and matures on September 11, 2018. | |||||||||||||||||||||||
Interest expense | $ 1,673 | 0 | ||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 65,332 | |||||||||||||||||||||||
Net charge on embedded conversion feature | 17,832 | |||||||||||||||||||||||
Original issue discount | $ 7,500 | |||||||||||||||||||||||
Unamortized discount | 38,274 | |||||||||||||||||||||||
$53k Note II - October 2017 [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible secured promissory note face value | 53,000 | |||||||||||||||||||||||
Unamortized discount | 39,939 | |||||||||||||||||||||||
$53k Note II - October 2017 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible secured promissory note face value | $ 53,000 | $ 53,000 | $ 53,000 | |||||||||||||||||||||
Proceeds from issuance of convertible notes | 50,000 | |||||||||||||||||||||||
Original issue discount | $ 3,000 | |||||||||||||||||||||||
Expected dividend yield | 0.00% | |||||||||||||||||||||||
Financing cost | $ 57,571 | |||||||||||||||||||||||
Note convertible into common shares | 1,930,783 | |||||||||||||||||||||||
Convertible note conversion features, Description | The $53k Note II may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 39% discount to the average of the three (3) lowest closing bid prices during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the Note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||
Convertible note interest rate term | The $53k Note II has an interest rate of 10% and a default interest rate of 20% and matures on July 30, 2018. | |||||||||||||||||||||||
Interest expense | $ 1,002 | 0 | ||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 57,571 | |||||||||||||||||||||||
Net charge on embedded conversion feature | $ 7,571 | |||||||||||||||||||||||
Unamortized discount | 39,939 | |||||||||||||||||||||||
Amortization expense related to discount | 3,407 | 0 | 20,443 | 0 | ||||||||||||||||||||
$171.5k Note - October 2017 [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible secured promissory note face value | 171,500 | 171,500 | 171,500 | |||||||||||||||||||||
Unamortized discount | 140,876 | |||||||||||||||||||||||
$171.5k Note - October 2017 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible secured promissory note face value | $ 171,500 | $ 171,500 | ||||||||||||||||||||||
Proceeds from issuance of convertible notes | 150,000 | |||||||||||||||||||||||
Original issue discount | $ 21,500 | |||||||||||||||||||||||
Expected dividend yield | 0.00% | |||||||||||||||||||||||
Financing cost | $ 183,061 | |||||||||||||||||||||||
Note convertible into common shares | 2,037,037 | |||||||||||||||||||||||
Convertible note conversion features, Description | The $171.5k Note may be converted into common stock of the Company by the holder at any time following 180 days after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 35% discount to the lowest closing bid price during the twenty (20) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the $171.5k Note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the $171.5k Note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||
Convertible note interest rate term | The $171.5k Note has an interest rate of 10% and a default interest rate of 22% and matures on October 26, 2018. | |||||||||||||||||||||||
Interest expense | 4,276 | 0 | 8,504 | 0 | $ 3,054 | 0 | ||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 183,061 | |||||||||||||||||||||||
Net charge on embedded conversion feature | $ 33,061 | |||||||||||||||||||||||
Unamortized discount | 55,596 | 55,596 | $ 140,876 | |||||||||||||||||||||
Amortization expense related to discount | 42,875 | 0 | 85,279 | 0 | ||||||||||||||||||||
$58k Note - January 2018 [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible secured promissory note face value | 57,750 | 57,750 | ||||||||||||||||||||||
Convertible secured promissory note maturity date | Jan. 2, 2019 | |||||||||||||||||||||||
Notes payable - bank loan interest rate | 10.00% | |||||||||||||||||||||||
Original issue discount | $ 5,250 | |||||||||||||||||||||||
$58k Note - January 2018 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible secured promissory note face value | 57,750 | |||||||||||||||||||||||
Proceeds from issuance of convertible notes | 50,000 | |||||||||||||||||||||||
Original issue discount | $ 5,250 | |||||||||||||||||||||||
Risk-free interest rate | 1.83% | |||||||||||||||||||||||
Expected life | 1 year | |||||||||||||||||||||||
Volatility | 264.29% | |||||||||||||||||||||||
Expected dividend yield | 0.00% | |||||||||||||||||||||||
Financing cost | $ 82,652 | |||||||||||||||||||||||
Convertible note conversion features, Description | The $58k Note was convertible into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 40% discount to the lowest bid or trading price of the Company's common stock during the twenty (20) trading days prior to the conversion date. On June 26, 2018, the holder agreed, without consideration, to reduce the discount to 28% of the volume weighted average price of the Company's common stock for the 10 days prior to the conversion date. Because this the change in terms resulted in a decrease to the value of the ECF, no amounts were recorded to reflect the change in terms. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the Note, 200% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||
Convertible note interest rate term | The $58k Note has an interest rate of 10% and a default interest rate of 18% and matures on January 2, 2019. | |||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 82,652 | |||||||||||||||||||||||
Net charge on embedded conversion feature | 32,652 | |||||||||||||||||||||||
Unamortized discount | $ 29,429 | |||||||||||||||||||||||
Amortization expense related to discount | 14,398 | 0 | 28,321 | 0 | ||||||||||||||||||||
$113k Note - February 2018 [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible secured promissory note face value | $ 112,750 | 112,750 | 112,750 | |||||||||||||||||||||
Convertible secured promissory note maturity date | Feb. 2, 2019 | |||||||||||||||||||||||
Notes payable - bank loan interest rate | 10.00% | |||||||||||||||||||||||
$113k Note - February 2018 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 100,000 | |||||||||||||||||||||||
Risk-free interest rate | 1.88% | |||||||||||||||||||||||
Expected life | 1 year | |||||||||||||||||||||||
Volatility | 264.93% | |||||||||||||||||||||||
Expected dividend yield | 0.00% | |||||||||||||||||||||||
Financing cost | $ 161,527 | |||||||||||||||||||||||
Convertible note conversion features, Description | The $113k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 40% discount to the lowest bid or trading price of the Company's common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the Note, 200% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||
Convertible note interest rate term | The $113k Note included $12,750 fees for net proceeds of $100,000. The $113k Note has an interest rate of 10% and a default interest rate of 24% and matures on February 2, 2019. | |||||||||||||||||||||||
Interest expense | 2,811 | 0 | 4,572 | 0 | ||||||||||||||||||||
Unamortized discount | 67,032 | 67,032 | ||||||||||||||||||||||
Amortization expense related to discount | 28,110 | 0 | 45,718 | 0 | ||||||||||||||||||||
$83k Note - February 2018 [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible secured promissory note face value | 83,000 | 83,000 | ||||||||||||||||||||||
$83k Note - February 2018 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible secured promissory note face value | $ 83,000 | |||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 75,000 | |||||||||||||||||||||||
Risk-free interest rate | 1.95% | |||||||||||||||||||||||
Expected life | 1 year | |||||||||||||||||||||||
Volatility | 268.44% | |||||||||||||||||||||||
Expected dividend yield | 0.00% | |||||||||||||||||||||||
Financing cost | $ 119,512 | |||||||||||||||||||||||
Convertible note conversion features, Description | The $113k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 40% discount to the lowest bid or trading price of the Company's common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default, 200% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||
Convertible note interest rate term | The $83k Note has an interest rate of 10% and a default interest rate of 24% and matures on February 13, 2019. | |||||||||||||||||||||||
Interest expense | 2,069 | 0 | 3,115 | 0 | ||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 119,512 | |||||||||||||||||||||||
Net charge on embedded conversion feature | $ 44,512 | |||||||||||||||||||||||
Unamortized discount | 51,847 | 51,847 | ||||||||||||||||||||||
Amortization expense related to discount | 20,693 | 0 | 31,153 | 0 | ||||||||||||||||||||
$105k Note - March 2018 [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible secured promissory note face value | 105,000 | 105,000 | ||||||||||||||||||||||
$105k Note - March 2018 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible secured promissory note face value | 105,000 | |||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 100,000 | |||||||||||||||||||||||
Risk-free interest rate | 2.06% | |||||||||||||||||||||||
Expected life | 1 year | |||||||||||||||||||||||
Volatility | 278.96% | |||||||||||||||||||||||
Expected dividend yield | 0.00% | |||||||||||||||||||||||
Financing cost | $ 153,371 | |||||||||||||||||||||||
Convertible note conversion features, Description | The $113k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 9.9% beneficial ownership limitation, at a conversion price per share equal to 40% discount to the lowest bid or trading price of the Company's common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default, 110-150% of the outstanding principal and any interest due amount shall be immediately due, depending on the nature of the breach. | |||||||||||||||||||||||
Convertible note interest rate term | The $105k Note included $5,000 fees for net proceeds of $100,000. The $105k Note has an interest rate of 10% and a default interest rate of 24% and matures on March 5, 2019. | |||||||||||||||||||||||
Interest expense | 2,618 | 0 | 3,366 | 0 | ||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 153,371 | |||||||||||||||||||||||
Net charge on embedded conversion feature | $ 53,371 | |||||||||||||||||||||||
Unamortized discount | 71,342 | 71,342 | ||||||||||||||||||||||
Amortization expense related to discount | 26,178 | $ 0 | 33,658 | 0 | ||||||||||||||||||||
$63k Note - April 2018 [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible secured promissory note face value | 63,000 | 63,000 | ||||||||||||||||||||||
$63k Note - April 2018 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible secured promissory note face value | $ 63,000 | |||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 60,000 | |||||||||||||||||||||||
Risk-free interest rate | 2.08% | |||||||||||||||||||||||
Expected life | 9 months 14 days | |||||||||||||||||||||||
Volatility | 260.76% | |||||||||||||||||||||||
Expected dividend yield | 0.00% | |||||||||||||||||||||||
Financing cost | $ 83,806 | |||||||||||||||||||||||
Convertible note conversion features, Description | The $63k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the Note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||
Convertible note interest rate term | The $63k Note included $3,000 fees for net proceeds of $60,000. The $63k Note has an interest rate of 10% and a default interest rate of 22% and matures on January 15, 2019. | |||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 83,806 | |||||||||||||||||||||||
Unamortized discount | 43,531 | 43,531 | ||||||||||||||||||||||
Amortization expense related to discount | 19,469 | 1,536 | $ 0 | |||||||||||||||||||||
Net charge | $ 23,806 | |||||||||||||||||||||||
$57.8k Note - April 2018 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible secured promissory note face value | $ 57,750 | |||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 50,000 | |||||||||||||||||||||||
Risk-free interest rate | 2.12% | |||||||||||||||||||||||
Expected life | 1 year | |||||||||||||||||||||||
Volatility | 270.41% | |||||||||||||||||||||||
Expected dividend yield | 0.00% | |||||||||||||||||||||||
Financing cost | $ 83,397 | |||||||||||||||||||||||
Convertible note conversion features, Description | The $57.8k Note II Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 40% discount to the lowest bid or trading price of the Company's common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the Note, 200% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||
Convertible note interest rate term | The $57.8k Note II Note included $7,750 fees for net proceeds of $50,000. The $57.8k Note II Note has an interest rate of 10% and a default interest rate of 18% and matures on April 16, 2019. | |||||||||||||||||||||||
Interest expense | 1,187 | 1,187 | ||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 83,897 | |||||||||||||||||||||||
Unamortized discount | 45,884 | 45,884 | ||||||||||||||||||||||
Amortization expense related to discount | 11,866 | 11,866 | ||||||||||||||||||||||
Net charge | $ 33,397 | |||||||||||||||||||||||
$90k Note - April 2018 [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible secured promissory note face value | 90,000 | 90,000 | ||||||||||||||||||||||
$90k Note - April 2018 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible secured promissory note face value | 90,000 | 90,000 | ||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 85,500 | |||||||||||||||||||||||
Risk-free interest rate | 2.17% | |||||||||||||||||||||||
Expected life | 1 year | |||||||||||||||||||||||
Volatility | 271.31% | |||||||||||||||||||||||
Expected dividend yield | 0.00% | |||||||||||||||||||||||
Financing cost | $ 130,136 | |||||||||||||||||||||||
Convertible note conversion features, Description | The $90k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 40% discount to the lowest bid or trading price of the Company's common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the Note, the Company would incur a penalty of $250 per day beginning on the fourth day after the conversion notice, increasing to $500 per day beginning on the tenth day. Upon an event of default caused by the Company's breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately. | |||||||||||||||||||||||
Convertible note interest rate term | The $90k Note included $4,500 fees for net proceeds of $85,500. The $90k Note has an interest rate of 10% and a default interest rate of 24% and matures on April 18, 2019. | |||||||||||||||||||||||
Interest expense | 1,800 | 1,800 | ||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 130,136 | |||||||||||||||||||||||
Unamortized discount | 72,000 | 72,000 | ||||||||||||||||||||||
Amortization expense related to discount | 18,000 | 18,000 | ||||||||||||||||||||||
Net charge | 44,636 | |||||||||||||||||||||||
$53k Note III - April 2018 [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible secured promissory note face value | 53,000 | 53,000 | ||||||||||||||||||||||
$53k Note III - April 2018 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible secured promissory note face value | 53,000 | |||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 50,000 | |||||||||||||||||||||||
Risk-free interest rate | 2.17% | |||||||||||||||||||||||
Expected life | 9 months 14 days | |||||||||||||||||||||||
Volatility | 271.31% | |||||||||||||||||||||||
Expected dividend yield | 0.00% | |||||||||||||||||||||||
Financing cost | $ 71,679 | |||||||||||||||||||||||
Convertible note conversion features, Description | The $53k Note III may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the Note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||
Convertible note interest rate term | The $53k Note III included $3,000 fees for net proceeds of $50,000. The $53k Note III has an interest rate of 10% and a default interest rate of 22% and matures on January 30, 2019. | |||||||||||||||||||||||
Interest expense | 1,060 | 1,060 | ||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 71,679 | |||||||||||||||||||||||
Unamortized discount | 39,519 | 39,519 | ||||||||||||||||||||||
Amortization expense related to discount | 13,481 | 13,481 | ||||||||||||||||||||||
Net charge | $ 21,679 | |||||||||||||||||||||||
$68.3k Note - May 2018 [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible secured promissory note face value | 68,250 | 68,250 | ||||||||||||||||||||||
$68.3k Note - May 2018 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible secured promissory note face value | $ 68,250 | |||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 65,000 | |||||||||||||||||||||||
Risk-free interest rate | 2.24% | |||||||||||||||||||||||
Expected life | 1 year | |||||||||||||||||||||||
Volatility | 276.40% | |||||||||||||||||||||||
Expected dividend yield | 0.00% | |||||||||||||||||||||||
Financing cost | $ 99,422 | |||||||||||||||||||||||
Convertible note conversion features, Description | The $68.3k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 40% discount to the lowest bid or trading price of the Company's common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the Note, the Company would incur a penalty of $250 per day beginning on the fourth day after the conversion notice, increasing to $500 per day beginning on the tenth day. Upon an event of default caused by the Company's failure to maintain a listing for its common stock, the outstanding principal shall increase by 50%. Upon an event of default caused by the Company's failure to maintain a bid price for its common stock, the outstanding principal shall increase by 20%. | |||||||||||||||||||||||
Convertible note interest rate term | The $68.3k Note included $3,250 fees for net proceeds of $60,000. The $68.3k Note has an interest rate of 10% and a default interest rate of 24% and matures on May 3, 2019. | |||||||||||||||||||||||
Interest expense | 1,085 | 1,085 | ||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 99,422 | |||||||||||||||||||||||
Unamortized discount | 57,434 | 57,434 | ||||||||||||||||||||||
Amortization expense related to discount | 10,816 | 10,816 | ||||||||||||||||||||||
Net charge | $ 34,422 | |||||||||||||||||||||||
$37k Note May 2018 [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible secured promissory note face value | 37,000 | 37,000 | ||||||||||||||||||||||
$37k Note May 2018 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible secured promissory note face value | $ 37,000 | |||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 35,000 | |||||||||||||||||||||||
Risk-free interest rate | 2.25% | |||||||||||||||||||||||
Expected life | 1 year | |||||||||||||||||||||||
Volatility | 279.44% | |||||||||||||||||||||||
Expected dividend yield | 0.00% | |||||||||||||||||||||||
Financing cost | $ 54,086 | |||||||||||||||||||||||
Convertible note conversion features, Description | The $37k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 40% discount to the lowest bid or trading price of the Company's common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the Note, the Company would incur a penalty of $250 per day beginning on the fourth day after the conversion notice, increasing to $500 per day beginning on the tenth day. Upon an event of default caused by the Company's failure to maintain a listing for its common stock, the outstanding principal shall increase by 50%. Upon an event of default caused by the Company's failure to maintain a bid price for its common stock, the outstanding principal shall increase by 20%. | |||||||||||||||||||||||
Convertible note interest rate term | The $37k Note included $2,000 fees for net proceeds of $35,000. The $37k Note has an interest rate of 10% and a default interest rate of 24% and matures on May 7, 2019. | |||||||||||||||||||||||
Interest expense | 547 | 547 | ||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 54,086 | |||||||||||||||||||||||
Unamortized discount | 31,526 | |||||||||||||||||||||||
Amortization expense related to discount | 5,474 | 5,474 | ||||||||||||||||||||||
Net charge | $ 19,086 | |||||||||||||||||||||||
$63k Note II - May 2018 [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible secured promissory note face value | 63,000 | 63,000 | ||||||||||||||||||||||
$63k Note II - May 2018 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible secured promissory note face value | $ 63,000 | |||||||||||||||||||||||
Risk-free interest rate | 2.27% | |||||||||||||||||||||||
Expected life | 11 months 26 days | |||||||||||||||||||||||
Volatility | 279.53% | |||||||||||||||||||||||
Financing cost | $ 90,390 | |||||||||||||||||||||||
Convertible note conversion features, Description | The $63k Note II may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the Note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||
Convertible note interest rate term | The $63k Note II included $3,000 fees for net proceeds of $60,000. The $63k Note II has an interest rate of 10% and a default interest rate of 22% and matures on May 7, 2019. | |||||||||||||||||||||||
Interest expense | 898 | 898 | ||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 90,390 | |||||||||||||||||||||||
Unamortized discount | 53,975 | 53,975 | ||||||||||||||||||||||
Amortization expense related to discount | 9,025 | 9,025 | ||||||||||||||||||||||
$78.8k Note - May 2018 [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible secured promissory note face value | 78,750 | 78,750 | ||||||||||||||||||||||
$78.8k Note - May 2018 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible secured promissory note face value | $ 78,750 | 78,750 | 78,750 | |||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 60,000 | |||||||||||||||||||||||
Risk-free interest rate | 2.28% | |||||||||||||||||||||||
Expected life | 1 year | |||||||||||||||||||||||
Volatility | 285.70% | |||||||||||||||||||||||
Expected dividend yield | 0.00% | |||||||||||||||||||||||
Financing cost | $ 116,027 | |||||||||||||||||||||||
Convertible note conversion features, Description | The $78.8k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 40% discount to the lowest bid or trading price of the Company's common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the Note, the Company would incur a penalty of $250 per day beginning on the fourth day after the conversion notice, increasing to $500 per day beginning on the tenth day. Upon an event of default caused by the Company's failure to maintain a listing for its common stock, the outstanding principal shall increase by 50%. Upon an event of default caused by the Company's failure to maintain a bid price for its common stock, the outstanding principal shall increase by 20%. If nto paid at maturity, the amount due under the note increases by 10%. | |||||||||||||||||||||||
Convertible note interest rate term | The $78.8k Note included $3,750 fees for net proceeds of $75,000. The $78.8k Note has an interest rate of 10% and a default interest rate of 24% and matures on May 24, 2019. | |||||||||||||||||||||||
Interest expense | 798 | 798 | ||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 116,027 | |||||||||||||||||||||||
Unamortized discount | 70,767 | 70,767 | ||||||||||||||||||||||
Amortization expense related to discount | $ 7,983 | $ 7,983 | ||||||||||||||||||||||
Net charge | $ 30,390 |
Derivative Financial Instrume52
Derivative Financial Instruments (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Balance of fair value | $ 398,489 | $ 402,456 |
Inception of Derivative Financial Instruments | 1,246,005 | |
Change in Fair Value of Derivative Financial Instruments | (38,165) | (3,967) |
Write off Derivative Financial Instruments | (216,640) | |
Balance of fair value | 1,389,689 | 398,489 |
$53k Note - July 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Balance of fair value | 48,876 | 58,154 |
Inception of Derivative Financial Instruments | ||
Change in Fair Value of Derivative Financial Instruments | 5,017 | (9,278) |
Write off Derivative Financial Instruments | (53,893) | |
Balance of fair value | 48,876 | |
$35k Note - September 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Balance of fair value | 36,161 | 38,338 |
Inception of Derivative Financial Instruments | ||
Change in Fair Value of Derivative Financial Instruments | 1,108 | (2,177) |
Write off Derivative Financial Instruments | (37,269) | |
Balance of fair value | 36,161 | |
$55k Note - September 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Balance of fair value | 64,656 | 65,332 |
Inception of Derivative Financial Instruments | ||
Change in Fair Value of Derivative Financial Instruments | 5,032 | (676) |
Write off Derivative Financial Instruments | (69,688) | |
Balance of fair value | 64,656 | |
$53k Note II - October 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Balance of fair value | 58,216 | 57,571 |
Inception of Derivative Financial Instruments | ||
Change in Fair Value of Derivative Financial Instruments | (2,426) | 645 |
Write off Derivative Financial Instruments | (55,790) | |
Balance of fair value | 58,216 | |
$171.5k Note - October 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Balance of fair value | 190,580 | 183,061 |
Inception of Derivative Financial Instruments | ||
Change in Fair Value of Derivative Financial Instruments | (7,953) | 7,519 |
Write off Derivative Financial Instruments | ||
Balance of fair value | 182,627 | 190,580 |
$57.8k Note - January 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Balance of fair value | ||
Inception of Derivative Financial Instruments | 82,652 | |
Change in Fair Value of Derivative Financial Instruments | (21,229) | |
Write off Derivative Financial Instruments | ||
Balance of fair value | 61,423 | |
$112.8k Note - February 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Balance of fair value | ||
Inception of Derivative Financial Instruments | 161,527 | |
Change in Fair Value of Derivative Financial Instruments | (8,207) | |
Write off Derivative Financial Instruments | ||
Balance of fair value | 153,320 | |
$83k Note - February 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Balance of fair value | ||
Inception of Derivative Financial Instruments | 119,512 | |
Change in Fair Value of Derivative Financial Instruments | (5,433) | |
Write off Derivative Financial Instruments | ||
Balance of fair value | 114,079 | |
$105k Note - March 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Balance of fair value | ||
Inception of Derivative Financial Instruments | 153,371 | |
Change in Fair Value of Derivative Financial Instruments | (6,482) | |
Write off Derivative Financial Instruments | ||
Balance of fair value | 146,889 | |
$63k Note - April 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Balance of fair value | ||
Inception of Derivative Financial Instruments | 83,806 | |
Change in Fair Value of Derivative Financial Instruments | 234 | |
Write off Derivative Financial Instruments | ||
Balance of fair value | 84,040 | |
$57.8k Note - April 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Balance of fair value | ||
Inception of Derivative Financial Instruments | 83,397 | |
Change in Fair Value of Derivative Financial Instruments | (51) | |
Write off Derivative Financial Instruments | ||
Balance of fair value | 83,346 | |
$90k Note - April 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Balance of fair value | ||
Inception of Derivative Financial Instruments | 130,136 | |
Change in Fair Value of Derivative Financial Instruments | (78) | |
Write off Derivative Financial Instruments | ||
Balance of fair value | 130,058 | |
$53k Note II - April 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Balance of fair value | ||
Inception of Derivative Financial Instruments | 71,679 | |
Change in Fair Value of Derivative Financial Instruments | 172 | |
Write off Derivative Financial Instruments | ||
Balance of fair value | 71,851 | |
$68.3k Note - May 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Balance of fair value | ||
Inception of Derivative Financial Instruments | 99,422 | |
Change in Fair Value of Derivative Financial Instruments | 189 | |
Write off Derivative Financial Instruments | ||
Balance of fair value | 99,611 | |
$37k Note May 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Balance of fair value | ||
Inception of Derivative Financial Instruments | 54,086 | |
Change in Fair Value of Derivative Financial Instruments | 11 | |
Write off Derivative Financial Instruments | ||
Balance of fair value | 54,097 | |
$63k Note II - May 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Balance of fair value | ||
Inception of Derivative Financial Instruments | 90,390 | |
Change in Fair Value of Derivative Financial Instruments | 1,721 | |
Write off Derivative Financial Instruments | ||
Balance of fair value | 92,111 | |
$78.8k Note - May 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Balance of fair value | ||
Inception of Derivative Financial Instruments | 116,027 | |
Change in Fair Value of Derivative Financial Instruments | 210 | |
Write off Derivative Financial Instruments | ||
Balance of fair value | $ 116,237 |
Derivative Financial Instrume53
Derivative Financial Instruments (Details Textual) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Derivative Financial Instruments (Textual) | ||
Dividend yield | $ 0 | $ 0 |
Minimum [Member] | ||
Derivative Financial Instruments (Textual) | ||
Risk-free interest rate | 1.21% | 1.21% |
Expected life | 3 months 8 days | 3 months 15 days |
Volatility | 172.67% | 172.67% |
Maximum [Member] | ||
Derivative Financial Instruments (Textual) | ||
Risk-free interest rate | 2.33% | 1.76% |
Expected life | 1 year | 1 year |
Volatility | 303.06% | 205.70% |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) - Stock Warrants [Member] - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Outstanding at beginning of the period | 20,526,387 | 10,576,389 | 10,576,389 | 2,000,000 |
Granted during the period | 9,960,403 | 7,990,000 | 9,949,998 | 8,576,389 |
Exercised during the period | ||||
Terminated during the period | ||||
Outstanding at end of the period | 30,486,790 | 18,566,389 | 20,526,387 | 10,576,389 |
Exercisable at end of the period | 30,486,790 | 18,566,389 | 20,526,387 | 10,576,389 |
Weighted Average Exercise Price, Outstanding at beginning of the period | $ 0.23 | $ 0.08 | $ 0.08 | $ 0.05 |
Weighted Average Exercise Price, Granted during the period | 0.10 | 0.42 | 0.39 | 0.09 |
Weighted Average Exercise Price, Exercised during the period | ||||
Weighted Average Exercise Price, Terminated during the period | ||||
Weighted Average Exercise Price, Outstanding at end of the period | 0.19 | 0.23 | 0.23 | 0.08 |
Weighted Average Exercise Price, Exercisable at end of the period | $ 0.19 | $ 0.23 | $ 0.23 | $ 0.08 |
Weighted average remaining life | 4 years | 4 years 8 months 12 days | 4 years 2 months 12 days | 5 years 2 months 12 days |
Shareholders' Deficit (Details
Shareholders' Deficit (Details 1) - Warrant [Member] - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants/Options Outstanding, Number Outstanding | 18,076,389 | |||
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 4 years | 4 years 8 months 12 days | 4 years 2 months 12 days | 5 years 2 months 12 days |
Warrants/Options Outstanding, Weighted-Average Exercise Price | $ 0.22 | |||
Warrants/Options Exercisable, Number Exercisable | 8,388,889 | |||
0.05 to 0.09 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants/Options Outstanding, Number Outstanding | 15,192,351 | 8,388,889 | ||
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 4 years 2 months 12 days | 4 years 3 months 19 days | ||
Warrants/Options Outstanding, Weighted-Average Exercise Price | $ 0.07 | $ 0.08 | ||
Warrants/Options Exercisable, Number Exercisable | 15,192,351 | 8,388,889 | ||
Warrants/Options Exercisable, Weighted Average Exercise Price | $ 0.07 | $ 0.08 | ||
0.10 to 0.15 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants/Options Outstanding, Number Outstanding | 5,640,441 | 2,687,500 | ||
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 3 years 8 months 12 days | 3 years 7 months 6 days | ||
Warrants/Options Outstanding, Weighted-Average Exercise Price | $ 0.13 | $ 0.11 | ||
Warrants/Options Exercisable, Number Exercisable | 5,640,441 | 2,687,500 | ||
Warrants/Options Exercisable, Weighted Average Exercise Price | $ 0.13 | $ 0.11 | ||
0.25 to 0.50 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants/Options Outstanding, Number Outstanding | 8,463,998 | 8,259,998 | ||
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 3 years 10 months 25 days | 10 months 25 days | ||
Warrants/Options Outstanding, Weighted-Average Exercise Price | $ 0.33 | $ 0.88 | ||
Warrants/Options Exercisable, Number Exercisable | 8,463,998 | 8,259,998 | ||
Warrants/Options Exercisable, Weighted Average Exercise Price | $ 0.33 | $ 0.88 | ||
0.51 to 1.00 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants/Options Outstanding, Number Outstanding | 1,190,000 | 1,190,000 | ||
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 3 years 9 months 18 days | 4 years 3 months 19 days | ||
Warrants/Options Outstanding, Weighted-Average Exercise Price | $ 0.97 | $ 0.97 | ||
Warrants/Options Exercisable, Number Exercisable | 1,190,000 | 1,190,000 | ||
Warrants/Options Exercisable, Weighted Average Exercise Price | $ 0.97 | $ 0.97 | ||
0.05 to 1.00 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants/Options Outstanding, Number Outstanding | 30,486,790 | 20,526,387 | ||
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 4 years | 2 years 10 months 25 days | ||
Warrants/Options Outstanding, Weighted-Average Exercise Price | $ 0.19 | $ 2.90 | ||
Warrants/Options Exercisable, Number Exercisable | 30,486,790 | 20,526,387 | ||
Warrants/Options Exercisable, Weighted Average Exercise Price | $ 0.19 | $ 0.46 | ||
Maximum [Member] | 0.05 to 0.09 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants Outstanding, Exercise Prices | 0.09 | 0.09 | ||
Maximum [Member] | 0.10 to 0.15 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants Outstanding, Exercise Prices | 0.15 | 0.15 | ||
Maximum [Member] | 0.25 to 0.50 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants Outstanding, Exercise Prices | 0.50 | 0.50 | ||
Maximum [Member] | 0.51 to 1.00 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants Outstanding, Exercise Prices | 1 | 1 | ||
Maximum [Member] | 0.05 to 1.00 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants Outstanding, Exercise Prices | 1 | 1 | ||
Minimum [Member] | 0.05 to 0.09 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants Outstanding, Exercise Prices | 0.05 | 0.05 | ||
Minimum [Member] | 0.10 to 0.15 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants Outstanding, Exercise Prices | 0.10 | 0.10 | ||
Minimum [Member] | 0.25 to 0.50 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants Outstanding, Exercise Prices | 0.25 | 0.25 | ||
Minimum [Member] | 0.51 to 1.00 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants Outstanding, Exercise Prices | 0.51 | 0.51 | ||
Minimum [Member] | 0.05 to 1.00 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants Outstanding, Exercise Prices | $ 0.05 | $ 0.05 |
Shareholders' Deficit (Detail56
Shareholders' Deficit (Details 2) - EIP [Member] - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding at beginning of the period | 1,498,750 | 1,552,500 | 1,552,500 | |
Granted during the period | 175,000 | 1,552,500 | ||
Terminated during the period | (110,000) | (228,750) | ||
Outstanding at end of the period | 1,498,750 | 1,442,500 | 1,498,750 | 1,552,500 |
Shares vested at period-end | 1,058,750 | 813,750 | 870,000 | 612,500 |
Weighted average grant date fair value of shares granted during the period | $ 0.09 | $ 0.04 | ||
Aggregate grant date fair value of shares granted during the period | 15,750 | 63,000 | ||
Shares available for grant pursuant to EIP at period-end | 11,496,934 | 11,711,184 | 11,654,934 | 11,601,184 |
Shareholders' Deficit (Detail57
Shareholders' Deficit (Details 3) - EIP [Member] - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Nonvested at beginning of period | 628,750 | 940,000 | 940,000 | |
Granted | 100,000 | 1,552,500 | ||
Vested | (188,750) | (207,500) | (182,500) | (612,500) |
Forfeited | (110,000) | (228,750) | ||
Nonvested at end of period | 440,000 | 622,500 | 628,750 | 940,000 |
Weighted Average Grant Date Fair Value, Nonvested at beginning of period | $ 0.05 | $ 0.04 | $ 0.04 | |
Weighted Average Grant Date Fair Value, Granted | 0.09 | 0.04 | ||
Weighted Average Grant Date Fair Value, Vested | 0.04 | 0.04 | 0.04 | 0.04 |
Weighted Average Grant Date Fair Value, Forfeited | 0.05 | 0.04 | ||
Weighted Average Grant Date Fair Value, Nonvested at end of period | $ 0.05 | $ 0.04 | $ 0.05 | $ 0.04 |
Shareholders' Deficit (Detail58
Shareholders' Deficit (Details 4) - Employee Stock Options [Member] - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding at beginning of the period | 2,349,996 | 2,349,996 | 2,349,996 | |
Granted during the period | 158,000 | 2,349,996 | ||
Exercised during the period | ||||
Forfeited during the period | ||||
Outstanding at end of the period | 2,507,996 | 2,349,996 | 2,349,996 | 2,349,996 |
Weighted Average Exercise Price, Outstanding at beginning of the period | $ 0.12 | $ 0.12 | $ 0.12 | |
Weighted Average Exercise Price, Granted during the period | 0.11 | 0.12 | ||
Weighted Average Exercise Price, Exercised during the period | ||||
Weighted Average Exercise Price, Forfeited during the period | ||||
Weighted Average Exercise Price, Outstanding at end of the period | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.12 |
Options exercisable at period-end | 836,000 | 100,000 | 575,000 | 100,000 |
Weighted average remaining life (in years) | 7 years 10 months 25 days | 9 years 1 month 6 days | 8 years 7 months 6 days | 9 years 7 months 6 days |
Weighted average grant date fair value of options granted during the period | $ 0.09 | $ 0.03 | ||
Options available for grant at period-end | 11,496,934 | 11,711,184 | 11,654,934 | 11,601,184 |
Shareholders' Deficit (Detail59
Shareholders' Deficit (Details 5) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
0.11 to 0.20 [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding, Exercise Prices | $ 0.20 | |
0.11 to 0.20 [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding, Exercise Prices | 0.11 | |
0.08 to 0.20 [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding, Exercise Prices | 0.20 | |
0.08 to 0.20 [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding, Exercise Prices | 0.08 | |
Stock options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants/Options Outstanding, Number Outstanding | 2,349,996 | |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 8 years 7 months 6 days | |
Warrants/Options Outstanding, Weighted-Average Exercise Price | $ 0.12 | |
Warrants/Options Exercisable, Number Exercisable | 575,000 | |
Warrants/Options Exercisable, Weighted Average Exercise Price | $ 0.09 | |
Stock options [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding, Exercise Prices | 0.20 | |
Stock options [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding, Exercise Prices | 0.08 | |
Stock options [Member] | - to 0.10 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding, Exercise Prices | $ 0.10 | |
Warrants/Options Outstanding, Number Outstanding | 1,733,000 | |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 7 years 7 months 6 days | |
Warrants/Options Outstanding, Weighted-Average Exercise Price | $ 0.08 | |
Warrants/Options Exercisable, Number Exercisable | 783,000 | |
Warrants/Options Exercisable, Weighted Average Exercise Price | $ 0.08 | |
Stock options [Member] | 0.11 to 0.20 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants/Options Outstanding, Number Outstanding | 774,996 | |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 8 years 6 months | |
Warrants/Options Outstanding, Weighted-Average Exercise Price | $ 0.20 | |
Warrants/Options Exercisable, Number Exercisable | 53,000 | |
Warrants/Options Exercisable, Weighted Average Exercise Price | $ 0.19 | |
Stock options [Member] | 0.08 to 0.20 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants/Options Outstanding, Number Outstanding | 2,507,996 | |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 7 years 10 months 25 days | |
Warrants/Options Outstanding, Weighted-Average Exercise Price | $ 0.12 | |
Warrants/Options Exercisable, Number Exercisable | 836,000 | |
Warrants/Options Exercisable, Weighted Average Exercise Price | $ 0.09 | |
Stock options [Member] | Exercise Prices 0.08 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding, Exercise Prices | $ 0.08 | |
Warrants/Options Outstanding, Number Outstanding | 1,600,000 | |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 8 years 6 months | |
Warrants/Options Outstanding, Weighted-Average Exercise Price | $ 0.08 | |
Warrants/Options Exercisable, Number Exercisable | 525,000 | |
Warrants/Options Exercisable, Weighted Average Exercise Price | $ 0.08 | |
Stock options [Member] | Exercise Prices 0.20 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding, Exercise Prices | $ 0.20 | |
Warrants/Options Outstanding, Number Outstanding | 749,996 | |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 8 years 10 months 25 days | |
Warrants/Options Outstanding, Weighted-Average Exercise Price | $ 0.20 | |
Warrants/Options Exercisable, Number Exercisable | 50,000 | |
Warrants/Options Exercisable, Weighted Average Exercise Price | $ 0.20 |
Shareholders' Deficit (Detail60
Shareholders' Deficit (Details 6) - Employee Stock Option [Member] - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Nonvested at beginning of period | 1,774,996 | 2,249,996 | 2,249,996 | |
Granted | 158,000 | 2,349,996 | ||
Vested | (261,000) | (475,000) | (100,000) | |
Forfeited | ||||
Nonvested at end of period | 1,671,996 | 2,249,996 | 1,774,996 | 2,249,996 |
Weighted Average Grant Date Fair Value, Nonvested at beginning of period | $ 0.03 | $ 0.03 | $ 0.03 | |
Weighted Average Grant Date Fair Value, Granted | 0.09 | 0.03 | ||
Weighted Average Grant Date Fair Value, Vested | 0.02 | 0.03 | 0.03 | |
Weighted Average Grant Date Fair Value, Forfeited | ||||
Weighted Average Grant Date Fair Value, Nonvested at end of period | $ 0.03 | $ 0.03 | $ 0.03 | $ 0.03 |
Shareholders' Deficit (Detail61
Shareholders' Deficit (Details Textual) | Jun. 14, 2018USD ($)$ / sharesshares | May 10, 2018USD ($)$ / sharesshares | Jan. 11, 2018USD ($)$ / sharesshares | Sep. 04, 2014shares | Jul. 18, 2018shares | Feb. 28, 2018USD ($)Investor$ / sharesshares | Aug. 31, 2017USD ($)shares | Jun. 30, 2018USD ($)$ / sharesshares | Jun. 30, 2017USD ($)shares | Jun. 30, 2018USD ($)Individuals$ / sharesshares | Jun. 30, 2017USD ($)shares | Dec. 31, 2017USD ($)Investor$ / sharesshares | Dec. 31, 2016USD ($)shares | Jan. 03, 2018shares | Sep. 03, 2014shares |
Shareholders' Deficit (Textual) | |||||||||||||||
Aggregate grant date fair value of warrants issued | $ | $ 94,844 | ||||||||||||||
Fair value of warrant | $ | $ 10,199 | $ 73,696 | |||||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 230,000,000 | 230,000,000 | 230,000,000 | |||||||||
Increasing authorized shares of common stock | 500,000,000 | ||||||||||||||
Designation shares of preferred stock | 20,000,000 | ||||||||||||||
General and administrative expense | $ | $ 552,583 | $ 498,378 | $ 1,127,411 | $ 888,404 | $ 1,848,866 | $ 1,543,866 | |||||||||
Subsequent Event [Member] | |||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||
Warrants to purchase shares of common stock | 8,000,000 | ||||||||||||||
Warrant [Member] | |||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||
Sale of stock, shares | 588,235 | ||||||||||||||
Sale of stock, per share | $ / shares | $ 0.085 | ||||||||||||||
Issued warrants | 9,960,403 | 7,990,000 | 9,949,998 | 8,576,389 | |||||||||||
Risk-free interest rate, Minimum | 2.32% | 1.74% | |||||||||||||
Risk-free interest rate, Maximum | 2.83% | 2.01% | |||||||||||||
Expected life (in years) | 5 years | ||||||||||||||
Expected dividend yield | $ | $ 0 | $ 0 | |||||||||||||
Aggregate grant date fair value of warrants issued | $ | $ 705,221 | $ 629,299 | $ 135,023 | ||||||||||||
Warrant to purchase of common stock exercise price | $ / shares | $ 0.15 | ||||||||||||||
Warrant [Member] | Minimum [Member] | |||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||
Expected life (in years) | 3 years | ||||||||||||||
Expected volatility rate | 261.18% | 40.00% | |||||||||||||
Warrant [Member] | Maximum [Member] | |||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||
Expected life (in years) | 5 years | ||||||||||||||
Expected volatility rate | 301.64% | 190.86% | |||||||||||||
Five year warrants [Member] | |||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||
Issued warrants | 600,000 | ||||||||||||||
Fair value of warrant | $ | $ 94,844 | ||||||||||||||
Warrant to purchase of common stock exercise price | $ / shares | $ 0.15 | $ 0.15 | |||||||||||||
Warrants term | 5 years | ||||||||||||||
General and administrative expense | $ | $ 12,439 | ||||||||||||||
Number of individuals | Individuals | 2 | ||||||||||||||
Employee Stock Option [Member] | |||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||
Grants shares of common stock | 11,496,934 | 11,711,184 | 11,496,934 | 11,711,184 | 11,654,934 | 11,601,184 | |||||||||
Shares vested at period-end | (261,000) | (475,000) | (100,000) | ||||||||||||
Unrecognized stock compensation | $ | $ 38,335 | $ 38,335 | |||||||||||||
Stock based compensation recognized for grants | $ | $ 3,223 | $ 2,750 | 6,445 | $ 5,900 | $ 9,779 | $ 8,067 | |||||||||
Employee Equity Incentive Plan [Member] | |||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||
Common stock issued for services, shares | 15,503,680 | ||||||||||||||
Unrecognized stock compensation | $ | $ 41,558 | ||||||||||||||
Stock based compensation recognized for grants | $ | 6,445 | 6,020 | 11,153 | 12,360 | |||||||||||
Common Stock [Member] | |||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||
Sale of common stock | $ | $ 49,996 | $ 328,003 | |||||||||||||
Sale of stock, shares | 276,850 | 1,856,480 | |||||||||||||
Recognized expenses | $ | $ 27,354 | $ 28,964 | $ 58,265 | $ 6,451 | |||||||||||
Common stock issued for services, shares | 18,021 | 47,101 | 80,643 | ||||||||||||
Warrants to purchase shares of common stock | 104,000 | 50,000 | 588,235 | 1,764,706 | 959,998 | ||||||||||
Warrant to purchase of common stock exercise price | $ / shares | $ 0.35 | $ 0.25 | $ 0.15 | $ 0.15 | $ 0.30 | ||||||||||
Warrants term | 5 years | 5 years | 5 years | 5 years | 5 years | ||||||||||
Common Stock [Member] | Investment Agreement [Member] | |||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||
Sale of common stock | $ | $ 27,640 | ||||||||||||||
Sale of stock, shares | 222,588 | ||||||||||||||
Common Stock [Member] | Private Placement [Member] | |||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||
Sale of common stock | $ | $ 52,000 | $ 15,500 | $ 50,000 | $ 200,000 | |||||||||||
Sale of stock, shares | 208,000 | 100,000 | 588,235 | 2,352,942 | |||||||||||
Sale of stock, per share | $ / shares | $ 0.25 | $ 0.155 | $ 0.085 | $ 0.085 | |||||||||||
Number of investors | Investor | 2 | ||||||||||||||
Common Stock [Member] | Private Placement [Member] | 15 investors [Member] | |||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||
Sale of common stock | $ | $ 533,000 | ||||||||||||||
Sale of stock, shares | 4,412,498 | ||||||||||||||
Number of investors | Investor | 15 | ||||||||||||||
Common Stock [Member] | Private Placement [Member] | 3 investors [Member] | |||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||
Sale of common stock | $ | $ 288,000 | ||||||||||||||
Sale of stock, shares | 1,461,111 | ||||||||||||||
Number of investors | Investor | 3 | ||||||||||||||
Common Stock [Member] | Private Placement [Member] | Minimum [Member] | 15 investors [Member] | |||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||
Sale of stock, per share | $ / shares | $ 0.10 | ||||||||||||||
Common Stock [Member] | Private Placement [Member] | Minimum [Member] | 3 investors [Member] | |||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||
Sale of stock, per share | $ / shares | 0.18 | ||||||||||||||
Common Stock [Member] | Private Placement [Member] | Maximum [Member] | 15 investors [Member] | |||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||
Sale of stock, per share | $ / shares | 0.30 | ||||||||||||||
Common Stock [Member] | Private Placement [Member] | Maximum [Member] | 3 investors [Member] | |||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||
Sale of stock, per share | $ / shares | $ 0.20 | ||||||||||||||
Common Stock [Member] | Employee Equity Incentive Plan [Member] | |||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||
Grants shares of common stock | 207,500 | ||||||||||||||
Sale of stock, shares | 276,850 | ||||||||||||||
Employees that vested pursuant to prior grants | 176,250 | ||||||||||||||
Obligated to issue shares to employee | 0 | 75,000 | 75,000 | ||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||
Shareholders' Deficit (Textual) | |||||||||||||||
Designation shares of preferred stock | 20,000,000 | ||||||||||||||
Preferred stock voting rights, description | Each share of Series A Convertible Preferred Stock ("Series A") issued in 2014 converts into one share of common, has voting rights on an as converted basis, and receives liquidation preferences. |
Commitments and Contingencies62
Commitments and Contingencies (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Commitments and Contingencies [Abstract] | ||
2,018 | $ 137,006 | $ 281,460 |
2,019 | 273,856 | 273,856 |
2,020 | 162,055 | 162,055 |
2,021 | ||
2,022 | ||
Total | $ 572,917 | $ 717,371 |
Commitments and Contingencies63
Commitments and Contingencies (Details Textual) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018USD ($)ft²Segments | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)ft²Segments | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($)ft²Segments | Dec. 31, 2016USD ($) | |
Commitments and Contingencies (Textual) | ||||||
Base rent for first full year of the lease term | $ 137,006 | $ 137,006 | $ 281,460 | |||
Lease expense, total | $ 68,610 | $ 78,530 | $ 146,621 | $ 140,290 | $ 294,745 | $ 336,385 |
Operating Lease [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Number of real estate leases | Segments | 2 | 2 | 2 | |||
Operating Lease [Member] | Naples, Florida [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Lease beginning date | Aug. 1, 2013 | Aug. 1, 2013 | ||||
Lease expiration date | Jul. 31, 2020 | Jul. 31, 2020 | ||||
Area of leasing property | ft² | 6,901 | 6,901 | 6,901 | |||
Base rent for first full year of the lease term | $ 251,287 | $ 251,287 | $ 251,287 | |||
Medical Equipment [Member] | Operating Lease [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Area of leasing property | ft² | 361 | 361 | 361 | |||
Base rent for first full year of the lease term | $ 13,140 | $ 13,140 | $ 13,140 | |||
MOD [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Rent paid for office space | 2,040 | |||||
Rent expense related to the marketing agreement | 6,120 | $ 6,120 | 12,240 | $ 12,240 | 24,480 | $ 0 |
Additional amount towards future rent | $ 18,217 | $ 18,217 | $ 24,459 | |||
Description of lease agreement | The agreement is effective from January 1, 2017 through July 31, 2018. | The agreement is effective from January 1, 2017 through July 31, 2018. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Abstract] | ||||||
Pre-tax loss | $ (1,110,249) | $ (561,304) | $ (2,391,357) | $ (1,038,425) | $ (2,581,011) | $ (1,376,406) |
Statutory rate - Tax Law Change 2017 | 21.00% | 21.00% | ||||
Income tax benefit at statutory rate | $ (542,012) | $ (289,045) | ||||
Permanent and other differences | ||||||
Change in valuation allowance | $ (542,012) | $ (289,045) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Taxes [Abstract] | ||
Net operating loss carryforwards | $ 576,049 | $ 34,037 |
Stock based compensation expense | ||
Total deferred tax assets | 576,049 | 34,037 |
Valuation allowance | (576,049) | (34,037) |
Net deferred tax assets |
Income Taxes (Details Textual)
Income Taxes (Details Textual) $ in Millions | 1 Months Ended |
Dec. 20, 2017USD ($) | |
Income Taxes (Textual) | |
Corporate tax rate | $ 10 |
Corporate tax rate, description | The act replaced the prior-law graduated corporate tax rate, which taxed income over $10 million at 35%, with a flat rate of 21%. |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | ||||||
Patient service revenue, net | $ 566,320 | $ 516,798 | $ 1,211,959 | $ 992,916 | $ 2,103,579 | $ 1,945,664 |
Medicare incentives | ||||||
Total revenue | 566,320 | 516,798 | 1,211,959 | 992,916 | 2,103,579 | 1,945,664 |
Operating Expenses | ||||||
Salaries and benefits | 618,143 | 495,131 | 1,178,999 | 963,005 | 2,022,445 | 1,559,725 |
General and administrative | 552,583 | 498,378 | 1,127,411 | 888,404 | 1,848,866 | 1,543,866 |
Depreciation and amortization | 6,029 | 5,859 | 12,058 | 11,567 | 23,606 | 16,461 |
Total Operating Expenses | 1,176,755 | 999,368 | 2,318,468 | 1,862,976 | 3,894,917 | 3,120,052 |
Loss from operations | (610,435) | (482,570) | (1,106,509) | (870,060) | (1,791,338) | (1,174,388) |
Other Segment Information | ||||||
Interest expense | 51,006 | 20,210 | 91,353 | 37,797 | 99,668 | 36,628 |
Loss on extinguishment of debt | (16,864) | 308,359 | 290,581 | |||
Loss at inception of convertible notes payable | 248,443 | 440,505 | 72,956 | |||
Amortization of original issue discount and debt discount on convertible notes | 244,563 | 58,524 | 399,398 | 130,568 | 330,435 | 208,626 |
Proceeds from settlement of lawsuit | (43,236) | |||||
Change in fair value of derivative financial instruments | 52,786 | 38,165 | 3,967 | |||
Identifiable assets | 685,330 | 685,330 | 356,522 | 329,511 | ||
NWC [Member] | ||||||
Revenue | ||||||
Patient service revenue, net | 566,320 | 516,798 | 1,211,959 | 992,916 | 2,103,579 | 1,945,664 |
Medicare incentives | ||||||
Total revenue | 566,320 | 516,798 | 1,211,959 | 992,916 | 2,103,579 | 1,945,664 |
Operating Expenses | ||||||
Salaries and benefits | 348,955 | 334,484 | 752,010 | 679,438 | 1,395,455 | 1,338,572 |
General and administrative | 190,808 | 213,501 | 416,460 | 390,834 | 854,080 | 1,023,691 |
Depreciation and amortization | 5,575 | 5,602 | 11,149 | 11,257 | 22,387 | 16,461 |
Total Operating Expenses | 545,338 | 553,587 | 1,179,619 | 1,081,529 | 2,271,922 | 2,378,724 |
Loss from operations | 20,982 | (36,789) | 32,340 | (88,613) | (168,343) | (433,060) |
Other Segment Information | ||||||
Interest expense | 6,005 | 5,603 | 11,702 | 11,363 | 22,857 | 18,083 |
Loss on extinguishment of debt | ||||||
Loss at inception of convertible notes payable | ||||||
Amortization of original issue discount and debt discount on convertible notes | ||||||
Proceeds from settlement of lawsuit | (43,236) | |||||
Change in fair value of derivative financial instruments | ||||||
Identifiable assets | 238,025 | 238,025 | 248,255 | 240,115 | ||
HLYK [Member] | ||||||
Revenue | ||||||
Patient service revenue, net | ||||||
Medicare incentives | ||||||
Total revenue | ||||||
Operating Expenses | ||||||
Salaries and benefits | 269,188 | 160,647 | 426,989 | 283,567 | 626,990 | 221,153 |
General and administrative | 361,775 | 284,877 | 710,951 | 497,570 | 994,786 | 520,175 |
Depreciation and amortization | 454 | 257 | 909 | 310 | 1,219 | |
Total Operating Expenses | 631,417 | 445,781 | 1,138,849 | 781,447 | 1,622,995 | 741,328 |
Loss from operations | 631,417 | (445,781) | (1,138,849) | (781,447) | (1,622,995) | (741,328) |
Other Segment Information | ||||||
Interest expense | 45,001 | 14,607 | 79,651 | 26,434 | 76,811 | 18,545 |
Loss on extinguishment of debt | (16,864) | 308,359 | 290,581 | |||
Loss at inception of convertible notes payable | 248,443 | 440,505 | 72,956 | |||
Amortization of original issue discount and debt discount on convertible notes | 244,563 | 58,524 | 399,398 | 130,568 | 330,435 | (208,626) |
Proceeds from settlement of lawsuit | ||||||
Change in fair value of derivative financial instruments | 52,786 | 38,165 | 3,967 | |||
Identifiable assets | $ 447,305 | $ 447,305 | $ 108,267 | $ 89,396 |
Segment Reporting (Details Text
Segment Reporting (Details Textual) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018USD ($)Segments | Dec. 31, 2017USD ($)Segments | |
Segment Reporting (Textual) | ||
Number of reportable segments | Segments | 2 | 2 |
HLYK [Member] | ||
Segment Reporting (Textual) | ||
Subscription revenue billed and paid | $ | $ 6,888 | $ 4,414 |
Fair Value of Financial Instr69
Fair Value of Financial Instruments (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Fair Value of Financial Instruments (Textual) | |||||
Total | $ 2,381,874 | $ 2,381,874 | $ 398,489 | ||
Level 1 [Member] | |||||
Fair Value of Financial Instruments (Textual) | |||||
Total | |||||
Level 2 [Member] | |||||
Fair Value of Financial Instruments (Textual) | |||||
Total | |||||
Level 3 [Member] | |||||
Fair Value of Financial Instruments (Textual) | |||||
Total | 2,381,874 | 2,381,874 | 398,489 | ||
Fair value recurring, Total | 27,334 | (45,233) | |||
Derivative financial instruments [Member] | |||||
Fair Value of Financial Instruments (Textual) | |||||
Total | 1,389,689 | 1,389,689 | 398,489 | ||
Derivative financial instruments [Member] | Level 1 [Member] | |||||
Fair Value of Financial Instruments (Textual) | |||||
Total | |||||
Derivative financial instruments [Member] | Level 2 [Member] | |||||
Fair Value of Financial Instruments (Textual) | |||||
Total | |||||
Derivative financial instruments [Member] | Level 3 [Member] | |||||
Fair Value of Financial Instruments (Textual) | |||||
Total | 1,389,689 | 1,389,689 | 398,489 | ||
Fair value recurring, Total | 52,786 | 38,165 | |||
Convertible notes payable [Member] | |||||
Fair Value of Financial Instruments (Textual) | |||||
Total | 795,233 | 795,233 | |||
Convertible notes payable [Member] | Level 1 [Member] | |||||
Fair Value of Financial Instruments (Textual) | |||||
Total | |||||
Convertible notes payable [Member] | Level 2 [Member] | |||||
Fair Value of Financial Instruments (Textual) | |||||
Total | |||||
Convertible notes payable [Member] | Level 3 [Member] | |||||
Fair Value of Financial Instruments (Textual) | |||||
Total | 795,233 | 795,233 | |||
Fair value recurring, Total | (20,921) | (75,418) | |||
Notes payable to related party [Member] | |||||
Fair Value of Financial Instruments (Textual) | |||||
Total | 196,952 | 196,952 | |||
Notes payable to related party [Member] | Level 1 [Member] | |||||
Fair Value of Financial Instruments (Textual) | |||||
Total | |||||
Notes payable to related party [Member] | Level 2 [Member] | |||||
Fair Value of Financial Instruments (Textual) | |||||
Total | |||||
Notes payable to related party [Member] | Level 3 [Member] | |||||
Fair Value of Financial Instruments (Textual) | |||||
Total | 196,952 | 196,952 | |||
Fair value recurring, Total | $ (4,531) | $ (7,980) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Aug. 07, 2018 | Jul. 13, 2018 | Jul. 11, 2018 | Mar. 13, 2018 | Mar. 05, 2018 | Feb. 13, 2018 | Feb. 12, 2018 | Feb. 02, 2018 | Jan. 11, 2018 | Jan. 08, 2018 | Jan. 02, 2018 | Jul. 18, 2018 | Feb. 28, 2018 | Mar. 28, 2012 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 28, 2018 | Jan. 03, 2018 | Jul. 07, 2016 | Sep. 03, 2014 |
Subsequent Events (Textual) | ||||||||||||||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 230,000,000 | 230,000,000 | 230,000,000 | |||||||||||||||||
Increasing authorized shares of common stock | 500,000,000 | |||||||||||||||||||||
Proceeds from Related Party Debt | $ 101,450 | $ 177,470 | $ 338,470 | $ 201,500 | ||||||||||||||||||
Accrued interest | $ 43,963 | $ 22,108 | ||||||||||||||||||||
Total payment | $ 284,682 | |||||||||||||||||||||
Maturity date, description | DMD agreed to extend the maturity dates of promissory notes with an aggregate face value of $177,500, which were originally scheduled to mature before June 30, 2018, by one year from the original maturity date. Because the fair value of the warrants was greater than 10% of the present value of the remaining cash flows under the modified promissory notes. | |||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Sale of stock, shares | 588,235 | |||||||||||||||||||||
Sale of stock, per share | $ 0.085 | |||||||||||||||||||||
Warrant to purchase of common stock exercise price | $ 0.15 | |||||||||||||||||||||
Warrant to purchase of common stock, shares | 588,235 | |||||||||||||||||||||
Warrant terms | 5 years | |||||||||||||||||||||
Proceeds from sale investors | $ 50,000 | |||||||||||||||||||||
$58k Note [Member] | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Sale of convertible note | $ 57,750 | |||||||||||||||||||||
Original issue discount | 5,250 | |||||||||||||||||||||
Fee for net proceeds | 2,500 | |||||||||||||||||||||
Net proceeds | $ 50,000 | |||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||
Default interest rate | 18.00% | |||||||||||||||||||||
Maturity date | Jan. 2, 2019 | |||||||||||||||||||||
Beneficial ownership, percentage | 4.99% | |||||||||||||||||||||
Conversion price per share, percentage | 40.00% | |||||||||||||||||||||
Outstanding principal and any interest, percentage | 200.00% | |||||||||||||||||||||
Outstanding principal and any interest in default, percentage of maximum | 150.00% | |||||||||||||||||||||
$53k Note [Member] | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Accrued interest | $ 74,922 | |||||||||||||||||||||
$113k Note [Member] | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Sale of convertible note | $ 112,750 | |||||||||||||||||||||
Fee for net proceeds | 12,750 | |||||||||||||||||||||
Net proceeds | $ 100,000 | |||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||
Default interest rate | 24.00% | |||||||||||||||||||||
Maturity date | Feb. 2, 2019 | |||||||||||||||||||||
Beneficial ownership, percentage | 9.90% | 4.99% | ||||||||||||||||||||
Conversion price per share, percentage | 40.00% | 40.00% | ||||||||||||||||||||
Outstanding principal and any interest, percentage | 200.00% | |||||||||||||||||||||
Outstanding principal and any interest in default, percentage of maximum | 150.00% | 150.00% | ||||||||||||||||||||
Outstanding principal and any interest in default, percentage of minimum | 110.00% | |||||||||||||||||||||
$83k Note [Member] | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Sale of convertible note | $ 83,000 | |||||||||||||||||||||
Fee for net proceeds | 8,000 | |||||||||||||||||||||
Net proceeds | $ 75,000 | |||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||
Default interest rate | 24.00% | |||||||||||||||||||||
Maturity date | Feb. 13, 2019 | |||||||||||||||||||||
Beneficial ownership, percentage | 4.99% | |||||||||||||||||||||
Conversion price per share, percentage | 40.00% | |||||||||||||||||||||
Outstanding principal and any interest in default, percentage of maximum | 200.00% | |||||||||||||||||||||
$35k Note [Member] | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Accrued interest | $ 49,502 | |||||||||||||||||||||
$55k Note [Member] | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Accrued interest | $ 85,258 | |||||||||||||||||||||
$105k Note [Member] | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Sale of convertible note | 105,000 | |||||||||||||||||||||
Fee for net proceeds | 5,000 | |||||||||||||||||||||
Net proceeds | $ 100,000 | |||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||
Default interest rate | 24.00% | |||||||||||||||||||||
Maturity date | Mar. 5, 2019 | |||||||||||||||||||||
$550k Note [Member] | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Warrant to purchase of common stock exercise price | $ 0.09 | |||||||||||||||||||||
Dr. Dent [Member] | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||
Maturity date | Jan. 9, 2019 | |||||||||||||||||||||
Unsecured promissory note | $ 75,000 | |||||||||||||||||||||
Dr. Dent [Member] | Unsecured promissory notes | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Proceeds from Related Party Debt | $ 439,450 | |||||||||||||||||||||
Dr. Dent [Member] | Existing Convertible Promissory Note Payable | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Proceeds from Related Party Debt | $ 75,000 | |||||||||||||||||||||
Investor [Member] | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Warrant to purchase of common stock exercise price | $ 0.065 | |||||||||||||||||||||
Warrant to purchase of common stock, shares | 6,678,462 | |||||||||||||||||||||
Warrant terms | 5 years | |||||||||||||||||||||
Two Investors [Member] | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Sale of stock, per share | $ 0.085 | |||||||||||||||||||||
Warrant to purchase of common stock exercise price | $ 0.15 | |||||||||||||||||||||
Warrant to purchase of common stock, shares | 2,352,942 | |||||||||||||||||||||
Warrant terms | 5 years | |||||||||||||||||||||
Warrants to purchase shares issued | 1,764,706 | |||||||||||||||||||||
Net proceeds | $ 200,000 | |||||||||||||||||||||
Subsequent Events [Member] | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Maturity date, description | Until December 31, 2019. | Until July 31, 2019. | ||||||||||||||||||||
Proceeds from issuance private placement of common stock and warrants | $ 2,000,000 | |||||||||||||||||||||
Issuance of common stock | 3,900,000 | |||||||||||||||||||||
Prefund warrants to purchase shares of common stock | 4,100,000 | |||||||||||||||||||||
Warrants to purchase shares of common stock | 8,000,000 | |||||||||||||||||||||
Subsequent Events [Member] | $113k Note [Member] | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Total payment | $ 151,536 | |||||||||||||||||||||
Subsequent Events [Member] | $550k Note [Member] | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Warrant to purchase of common stock exercise price | $ 0.25 | $ 0.25 | ||||||||||||||||||||
Warrant to purchase of common stock, shares | 175,000 | 200,000 | ||||||||||||||||||||
Warrant terms | 3 years | 3 years | ||||||||||||||||||||
Subsequent Events [Member] | $50k Note [Member] | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Warrant to purchase of common stock exercise price | $ 0.25 | $ 0.25 | ||||||||||||||||||||
Warrant to purchase of common stock, shares | 175,000 | 200,000 | ||||||||||||||||||||
Warrant terms | 3 years | 3 years | ||||||||||||||||||||
Subsequent Events [Member] | $111k Note [Member] | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Warrant to purchase of common stock exercise price | $ 0.50 | $ 0.50 | ||||||||||||||||||||
Warrant to purchase of common stock, shares | 75,000 | 300,000 | ||||||||||||||||||||
Warrant terms | 3 years | 3 years |