Fuse Medical (FZMD) 10-Q 16 Nov 20 2020 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2020	Nov. 05, 2020
Cover [Abstract]
Entity Registrant Name	Fuse Medical, Inc.
Entity Central Index Key	0000319016
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2020
Document Fiscal Year Focus	2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity's Reporting Status Current	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		73,124,458
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Tax Identification Number	59-1224913
Entity File Number	000-10093
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1565 N. Central Expressway
Entity Address, Address Line Two	Suite 220
Entity Address, City or Town	Richardson
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75080
City Area Code	469
Local Phone Number	862-3030
Title of 12(b) Security	Common Stock
Trading Symbol	FZMD

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Current assets:
Cash	$ 1,538,888	$ 1,099,310
Accounts receivable, net of allowance of $801,685 and $615,278, respectively	3,215,069	5,249,653
Inventories	6,982,916	7,855,887
Prepaid expenses and other current assets	34,959	39,850
Total current assets	11,771,832	14,244,700
Property and equipment, net	25,255	32,639
Long term accounts receivable, net of allowance of $1,491,361 and $728,000, respectively	2,069,689	924,646
Intangible assets, net	1,150,713	1,206,620
Goodwill	1,972,886	1,972,886
Total assets	16,990,375	18,381,491
Current liabilities:
Accounts payable	2,343,483	2,752,854
Accrued expenses	3,521,939	3,302,904
Convertible notes payable - related parties	150,000	150,000
Paycheck Protection Program loan	361,400
Senior secured revolving credit facility	1,038,352	1,752,501
Total current liabilities	7,415,174	7,958,259
Notes payable - related parties	200,000
Economic Injury Disaster Loan	150,000
Earn-out liability	11,645,365	11,645,365
Total liabilities	19,410,539	19,603,624
Commitments and contingencies
Stockholders' equity (Accumulated deficit)
Preferred stock, $0.01 par value; 20,000,000 shares authorized, no shares issued and outstanding
Common stock, $0.01 par value; 100,000,000 shares authorized, 73,124,458 shares issued and outstanding as of September 30, 2020 and December 31, 2019	731,245	731,245
Additional paid-in capital	1,071,350	642,435
Accumulated deficit	(4,222,759)	(2,595,813)
Total stockholders' equity	(2,420,164)	(1,222,133)
Total liabilities and stockholders' equity	$ 16,990,375	$ 18,381,491

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Statement Of Financial Position [Abstract]
Net of allowance, accounts receivable	$ 801,685	$ 615,278
Net of allowance, long term receivable	$ 1,491,361	$ 728,000
Preferred Stock Par Value	$ 0.01	$ 0.01
Preferred Stock Shares Authorized	20,000,000	20,000,000
Preferred Stock Shares Issued	0	0
Preferred Stock Shares Outstanding	0	0
Common Stock Par Value	$ 0.01	$ 0.01
Common Stock Shares Authorized	100,000,000	100,000,000
Common Stock Shares Issued	73,124,458	73,124,458
Common Stock Shares Outstanding	73,124,458	73,124,458

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Income Statement [Abstract]
Net revenues	$ 5,738,662	$ 5,716,344	$ 14,385,831	$ 15,562,928
Cost of revenues	2,043,722	4,787,939	5,823,281	8,987,196
Gross profit	3,694,940	928,405	8,562,550	6,575,732
Operating expenses:
Selling, general, administrative and other	1,379,385	2,263,964	5,021,632	6,604,066
Commissions	2,185,487	1,741,770	4,996,843	3,752,295
Depreciation and amortization	23,312	25,596	84,047	76,916
Total operating expenses	3,588,184	4,031,330	10,102,522	10,433,277
Operating income\(loss)	106,756	(3,102,925)	(1,539,972)	(3,857,545)
Other expense:
Interest expense	20,611	34,900	75,633	88,362
Total other expense	20,611	34,900	75,633	88,362
Net income\(loss) before tax	86,145	(3,137,825)	(1,615,605)	(3,945,907)
Income tax expense	5,661	926,517	11,341	771,582
Net income\(loss)	$ 80,484	$ (4,064,342)	$ (1,626,946)	$ (4,717,489)
Net income\(loss) per common share - basic	$ 0	$ (0.06)	$ (0.02)	$ (0.07)
Net income\(loss) per common share - diluted	$ 0	$ (0.06)	$ (0.02)	$ (0.07)
Weighted average number of common shares outstanding - basic	70,221,566	70,221,566	70,221,566	70,221,566
Weighted average number of common shares outstanding - diluted	74,999,458	70,221,566	70,221,566	70,221,566

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($)	Total	Common Stock [Member]	Additional Paid-In Capital [Member]	Retained Earnings/ (Deficit) [Member]
Beginning Balance, Amount at Dec. 31, 2018	$ 1,466,684	$ 746,002		$ 720,682
Beginning Balance, Shares at Dec. 31, 2018		74,600,181
Stock compensation expense	487,524		$ 487,524
Net loss	(4,717,489)			(4,717,489)
Ending Balance, Amount at Sep. 30, 2019	(2,763,281)	$ 746,002	487,524	(3,996,807)
Ending Balance, Shares at Sep. 30, 2019		74,600,181
Beginning Balance, Amount at Dec. 31, 2019	(1,222,133)	$ 731,245	642,435	(2,595,813)
Beginning Balance, Shares at Dec. 31, 2019		73,124,458
Stock compensation expense	428,915		428,915
Net loss	(1,626,946)			(1,626,946)
Ending Balance, Amount at Sep. 30, 2020	$ (2,420,164)	$ 731,245	$ 1,071,350	$ (4,222,759)
Ending Balance, Shares at Sep. 30, 2020		73,124,458

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Cash flows from operating activities
Net income\(loss)	$ (1,626,946)	$ (4,717,489)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	84,047	76,916
Stock based compensation	428,915	487,524
Provision for bad debts and discounts	186,407	702,811
Provision for long term accounts receivable	763,361	376,826
Deferred income tax expense		760,993
Changes in operating assets and liabilities:
Accounts receivable	1,848,177	161,943
Inventories	872,971	2,886,268
Prepaid expenses and other current assets	4,891	12,188
Long term accounts receivable	(1,908,403)	(774,712)
Accounts payable	(409,371)	(186,823)
Accrued expenses	219,035	125,458
Net cash provided by (used in) operating activities	463,084	(88,097)
Cash flows from investing activities
Purchase of property and equipment	(20,757)
Net cash used in investing activities	(20,757)
Cash flows from financing activities
Payments on senior secured revolving credit facility, net	(714,149)	275,053
Proceeds from related party promissory notes	200,000
Net cash provided by (used in) financing activities	(2,749)	275,053
Net increase in cash	439,578	186,956
Cash - beginning of period	1,099,310	844,314
Cash - end of period	1,538,888	1,031,270
Supplemental disclosure of cash flow information:
Cash paid for interest	52,188	$ 69,257
Paycheck Protection Program [Member]
Cash flows from financing activities
Proceeds from Paycheck Protection Program	361,400
Economic Injury Disaster Loan Assistance Program [Member]
Cash flows from financing activities
Proceeds from Economic Injury Disaster Loan	$ 150,000

Nature of Operations

Nature of Operations	9 Months Ended
	Sep. 30, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Nature of Operations	Note 1. Nature of Operations Overview Fuse Medical, Inc., a Delaware corporation (the “ Company CPM CPM Acquisition Maxim Maxim Acquisition Basis of Presentation The interim unaudited condensed consolidated financial statements included herein reflect all material adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) which, in the opinion of the Company’s management, are ordinary and necessary for a fair presentation of results for the interim periods. Certain information and footnote disclosures required under generally accepted accounting principles in the United States of America (“ GAAP SEC The condensed consolidated balance sheet information as of December 31, 2019 was derived from the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2019 (“ 2019 Annual Report Exchange Act The results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the entire fiscal year or for any other period as the Company has historically experienced seasonal trends with greater revenue and volume between the last two calendar quarters compared to the first two calendar quarters of the year. Going Concern The accompanying interim unaudited condensed consolidated financial statements have been prepared as if the Company will continue as a going concern. Through September 30, 2020, the Company has accumulated losses of $4,222,759 and a stockholders’ deficit of $2,420,164. Although revenue increased by $22,318 in the third quarter of 2020 compared to the same quarter in 2019, the Company has been impacted in 2020 by restrictions as a result of the novel coronavirus SARS-CoV-2 global pandemic (“ COVID-19 RLOC Amegy Bank The Company’s ability to continue as a going concern for at least one year beyond the date of this unaudited condensed consolidated balance sheet at September 30, 2020 is dependent upon the continued easing of restrictions imposed on elective surgeries by governmental authorities as a result of COVID-19, as well as the Company’s (i) successful execution of key branding initiatives, (ii) introduction, commercialization and sales of new proprietary products and product lines, (iii) increased sales of existing products, with strategic emphasis on direct sales to medical facilities (“ Retail Cases Cases The interim unaudited condensed consolidated financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern .

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended
	Sep. 30, 2020
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2. Significant Accounting Policies Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, CPM and Maxim. Intercompany transactions have been eliminated in consolidation. Use of Estimates The preparation of the interim unaudited condensed consolidated financial statements in accordance with GAAP requires the Company’s management to make estimates and assumptions that affect the Company’s reported amounts in the interim unaudited condensed consolidated financial statements. Actual results could differ from those estimates. Significant estimates on the accompanying interim unaudited condensed consolidated financial statements include the allowances for doubtful accounts, valuation of inventories, the Company’s effective income tax rate, and the recoverability of deferred tax assets, which are based upon the Company management’s expectation of future taxable income and allowable deductions and the fair value calculations of stock-based compensation, goodwill, finite lived intangibles and the earn-out liability. Reclassifications Long term accounts receivable, net of allowance was previously reported as a component of current assets as accounts receivable, net of allowance, in the Company’s accompanying interim unaudited condensed consolidated balance sheets. Long term accounts receivable reflects Cases where the patient has obtained a letter of protection, (“ LOP Segment Reporting In accordance with Accounting Standards Codification (“ ASC Earnings (loss) Per Common Share Earnings (loss) per common share, basic is calculated by dividing the net income/(loss) attributable to common stockholders by the weighted-average number of common stock, par value $0.01 (“ Common Stock ”), outstanding during the period, without consideration of Common Stock equivalents. Shares of restricted stock are included in the basic weighted-average number of Common Stock outstanding from the time they vest. Diluted earnings (loss) per common share is computed by dividing net income/(loss) by the weighted-average number of Common Stock equivalents outstanding for the period determined using the treasury stock method. For the three and nine months ended September 30, 2020 and 2019, the Company excluded the effects of outstanding stock options, convertible notes and, to the extent in the money, restricted stock as their effects were antidilutive due to the Company’s operating loss during these periods. (See Note 9, “Stockholders’ Equity” for the terms and conditions of restricted stock). Fair Value Measurements Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The Company classifies assets and liabilities recorded at fair value under the fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. The fair value measurements are classified under the following hierarchy: Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets and liabilities in active markets; Level 2—Observable inputs, other than quoted market prices, that are either directly or indirectly observable in the marketplace for identical or similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities; and Level 3—Unobservable inputs that are supported by little or no market activity that are significant to the fair value of assets or liabilities. In connection with the CPM Acquisition in December 2017, the Company recorded an earn-out liability as part of the purchase consideration. The fair value of the earn-out liability is re-measured at each reporting period using Level 3 inputs with changes in fair value recorded in earnings. The earn-out payments are based on the financial performance of the Company between January 1, 2018, and December 31, 2034. The base amount of the earn-out ranges from $0.00 to $16,000,000 with an additional bonus payment of $10,000,000, subject to the Company meeting certain earnings thresholds as defined in the CPM Acquisition Agreement. The fair value of the earn-out liability was calculated using the Monte Carlo simulation, which was then applied to estimated earn-out payments. There was no change in the earn-out liability for the nine months ended September 30, 2020, and there were no significant changes in the Level 3 inputs from those utilized at December 31, 2019. The required earnings thresholds have not been met from inception of the agreements through September 30, 2020, and, as such, there have been no payments required for either the base or bonus earn-out tranches. Financial Instruments The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The recorded values of notes payable approximate their respective fair values based upon their effective interest rates. Cash and Cash Equivalents The Company considers highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. There were no cash equivalents at September 30, 2020 and December 31, 2019. The Company’s cash is concentrated in large financial institutions that at times may exceed federally insured limits of $250,000 per financial institution. The Company has not experienced any financial institution losses from inception through September 30, 2020. As of September 30, 2020 and December 31, 2019, there were deposits of $1,075,880 and $599,309 , respectively , Accounts Receivable and Allowances Accounts receivable are non-interest bearing and are stated at gross invoice amounts less an allowance for doubtful accounts receivable and an allowance for contractual discount pricing. Credit is extended to customers based on an evaluation of their financial condition, industry reputation, and other factors considered by the Company’s management. The Company generally does not require collateral or other security interest to support accounts receivable. Based on trends and specific factors, the customer’s credit terms may be modified, including required payment upon delivery. The Company performs regular on-going credit evaluations of its customers as deemed relevant. As events, trends, and circumstances warrant, the Company’s management estimates the amounts that are more likely than not to be uncollectible. These amounts are recognized as bad debt expense and are reflected within selling, general, administrative and other expenses on the Company’s accompanying interim unaudited condensed consolidated statements of operations. When accounts are deemed uncollectible, they are often referred to the Company’s outside legal firm for litigation. Accounts deemed uncollectible are written-off in the period when the Company has exhausted its efforts to collect overdue and unpaid receivables or otherwise has evaluated other circumstances that indicate that the Company should abandon such efforts. Accounts deemed uncollectible are removed from the Company’s accounts receivable portfolio, with a corresponding offset to the allowance for doubtful accounts receivable. The Company may record additional allowances for doubtful accounts based on known trends and expectations to ensure the Company’s accounts receivable portfolio is recorded at net realizable value. Specific allowances are re-evaluated and adjusted as additional facts and information become available. Previously written-off accounts receivable subsequently collected are recognized as a reduction of bad debt expense when funds are received. The Company’s management estimates its allowance for contractual discount pricing, by evaluating specific accounts where information indicates the customer is offered contractual pricing and discount allowances. In these arrangements, the Company’s management uses assumptions and judgement, based on the best available facts and circumstances to record a specific allowance for the amounts due from those customers. The allowance is offset by a corresponding reduction to revenue. These specific allowances are re-evaluated, analyzed, and adjusted as additional information becomes available to determine the total amount of the allowance. The Company may record additional allowances based on trends and expectations to ensure the Company’s accounts receivable portfolio is recorded at net realizable value. Inventories Inventories are stated at the lower of cost or net realizable value (first-in, first-out), which includes an allowance for slow-moving inventory, expired inventory, and inventory obsolescence. Inventories consist entirely of finished goods and include internal and external fixation products; upper and lower extremity plating and total joint reconstruction; soft tissue fixation and augmentation for sports medicine procedures; spinal implants for trauma, degenerative disc disease, and deformity indications (collectively, “ Orthopedic Implants Biologics Property and Equipment Property and equipment are recorded at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets per the following table. Expenditures for additions and improvements are capitalized, while repairs and maintenance are expensed as incurred. The Company reviews long-lived assets for impairment annually or whenever changes in circumstances indicate that the carrying amount of an asset might not be recoverable. Category Useful Life Computer equipment and software 3 years Furniture and fixtures 3 years Office equipment 3 years Software 3 years Upon the retirement or disposition of property and equipment, the related cost and accumulated depreciation is removed. A gain is recorded when consideration received is more than the disposed asset’s cost, net of depreciation, and a loss is recorded when consideration received is less than the disposed asset’s cost, net of depreciation. Long-Lived Assets The Company reviews other long-lived assets for indicators of impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The evaluation is performed at the lowest level of identifiable cash flows, which is at the individual asset level or the asset group level. The undiscounted cash flows expected to be generated by the related assets are estimated over their useful life based on updated projections. If the evaluation indicates that the carrying amount of the assets may not be recoverable, any potential impairment is measured based upon the fair value of the related assets or asset group as determined by an appropriate market appraisal or other valuation technique. Assets classified as held for sale, if any, are recorded at the lower of carrying amount or fair value less costs to sell. Goodwill and Other Intangible Assets Goodwill is determined based on an acquisition purchase price in excess of the fair value of identified net assets acquired. Intangible assets with lives restricted by contractual, legal or other means are amortized over their useful lives. Goodwill is not amortized but is tested in the fourth quarter each year for impairment, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. The Company performs its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. If the carrying value of a reporting unit exceeds its fair value, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. As of September 30, 2020, the Company evaluated certain qualitative factors including, (i) macroeconomic factors resulting from the COVID-19 pandemic, (ii) the Company’s operating results and overall financial performance, (iii) the Company’s stock price, and (iv) specific cost-saving actions taken by the Company in response to the COVID-19 pandemic in concluding that the reported amount of goodwill was not more likely than not impaired. Accounting Standards Update (“ ASU The Company’s intangible assets subject to amortization consist primarily of acquired non-compete agreements and customer relationships. Amortization expense is calculated using the straight-line method over the asset’s expected useful life. Revenue Recognition The Company’s revenues are generated from the sales of Orthopedic Implants and Biologics to support orthopedic surgeries. The Company obtains purchase orders from its customers for the sale of its products, which set forth the general terms and conditions including line item pricing and payment terms (generally due upon receipt). The Company recognizes revenue when its customers obtain control over the assets (generally when the title passes upon shipment or when a product is utilized in a surgery) and it is probable that the Company will collect substantially all the amounts due. Individual promised goods are the Company’s only performance obligation. Due to the nature of its products, the Company’s product returns have been historically immaterial. The Company includes shipping and handling fees in net revenues. Shipping and handling costs, associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of goods sold on the Company’s accompanying interim unaudited condensed consolidated statements of operations. Revenue Differentiation The Company measures sales volume based on medical procedures in which the Company’s products are sold and used (Cases). The Company considers Cases resulting from direct sales to medical facilities to be Retail Cases and Cases resulting from sales to third parties, such as non-medical facilities, distributors, or sub-distributors, to be wholesale cases (“ Wholesale Cases Three Months Ended Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Category Retail $ 5,092,676 $ 5,050,785 $ 12,826,054 $ 12,425,874 Wholesale 645,986 665,559 1,559,777 3,137,054 Total $ 5,738,662 $ 5,716,344 $ 14,385,831 $ 15,562,928 Cost of Revenues Cost of revenues consists of (i) cost of goods sold, (ii) freight and shipping costs for items sold to customers, (iii) cost of storage, (iv) investment in medical instruments, which are expensed when acquired, (v) inventory shrink, and (vi) an estimate for slow-moving and expired inventory, and inventory obsolescence. Stock-Based Compensation Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For employee stock-based awards, the Company calculates the fair value of the award on the date of grant using the Black-Scholes option pricing model. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based awards represent the Company's best estimates, but these estimates involve inherent uncertainties and the application of management judgment. For non-employee stock-based awards, the Company calculates the fair value of the award on the date of grant in the same manner as employee awards, however, the awards are revalued at the end of each reporting period and the pro-rata compensation expense is adjusted accordingly until such time the non-employee award is fully vested, at which time the total compensation recognized to date shall equal the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. Recent Accounting Pronouncements Accounting pronouncements issued or effective in 2020 by the Financial Accounting Standards Board (the “ FASB

Property and Equipment

Property and Equipment	9 Months Ended
	Sep. 30, 2020
Property Plant And Equipment [Abstract]
Property and Equipment	Note 3. Property and Equipment Property and equipment consisted of the following at September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Computer equipment and software $ 45,411 $ 51,303 Office equipment 20,333 20,333 Property and equipment costs 65,744 71,636 Less: accumulated depreciation (40,489 ) (38,997 ) Property and equipment, net $ 25,255 $ 32,639 Depreciation expense for the three months ended September 30, 2020 and 2019 was $8,116 and $5,241, respectively. Depreciation expense for the nine months ended September 30, 2020 and 2019 was $28,141 and $15,851, respectively.

Goodwill and Intangible Assets

Goodwill and Intangible Assets	9 Months Ended
	Sep. 30, 2020
Goodwill And Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets	Note 4. Goodwill and Intangible Assets The following table summarizes the Company’s goodwill and other intangible assets: September 30, 2020 December 31, 2019 Amortization period (years) Intangible assets: Non-compete agreements $ - $ 61,766 2 510(k) product technology 704,380 704,380 Indefinite Customer relationships 555,819 555,819 11 Total intangible assets 1,260,199 1,321,965 Less: accumulated amortization (109,486 ) (115,345 ) Intangible assets, net 1,150,713 1,206,620 Goodwill $ 1,972,886 $ 1,972,886 Indefinite Amortization expense for the three months ended September 30, 2020 and 2019 was $15,197 and $20,355, respectively. Amortization expense for the nine months ended September 30, 2020 and 2019, was $55,906 and $61,065, respectively. The Company’s intangible assets subject to amortization consist primarily of acquired non-compete agreements, and customer relationships.

Senior Secured Revolving Credit

Senior Secured Revolving Credit Facility	9 Months Ended
	Sep. 30, 2020
Debt Disclosure [Abstract]
Senior Secured Revolving Credit Facility	Note 5. Senior Secured Revolving Credit Facility Effective December 29, 2017, the Company became party to its RLOC with Amegy Bank. The RLOC contains customary representation, warranties, covenants and events of default and is collateralized by substantially all of the Company’s assets. The Company’s Chairman of the Board of Directors (“ Board On September 21, 2018, the Company executed the First Amendment to the RLOC with Amegy Bank (the “ First Amendment On November 19, 2018, the Company executed the Second Amendment to the RLOC with Amegy Bank (the “ Second Amendment On May 9, 2019, the Company executed the Third Amendment to the RLOC with Amegy Bank (the “ Third Amendment On December 18, 2019, the Company executed the Fourth Amendment to the RLOC with Amegy Bank (the “ Fourth Amendment Mr. Brooks On May 21, 2020, the Company executed the Fifth Amendment to the RLOC with Amegy Bank (“the Fifth Amendment In conjunction with executing the Fifth Amendment to the RLOC, the Company obtained an additional $200,000 in capital in the form of subordinated debt from affiliates of Messrs. Brooks and Reeg. Specifically, on May 6, 2020, the Company borrowed $180,000 from NC 143 Family Holdings, LP (“ NC 143 RMI Mr. Reeg Pursuant to the Fifth Amendment to the RLOC, the Company was in compliance with the covenants of its RLOC with Amegy Bank for the six months ended September 30, 2020. The outstanding balance of the RLOC was $1,038,352 and $1,752,501 at September 30, 2020 and December 31, 2019, respectively. Interest expense incurred on the RLOC was $11,354 and $28,095 for the three months ended September 30, 2020 and 2019, respectively, and is reflected in interest expense on the Company’s accompanying unaudited condensed consolidated statements of operations. Interest expense incurred on the RLOC was $50,987 and $68,168 for the nine months ended September 30, 2020 and 2019, respectively. Accrued interest on the RLOC at September 30, 2020 and December 31, 2019 was $3,236 and $4,437, respectively, and is reflected in accrued expenses on the Company’s accompanying interim unaudited condensed consolidated balance sheets. At September 30, 2020, the effective interest rate was 4.76%.

Notes Payable - Related Parties

Notes Payable - Related Parties	9 Months Ended
	Sep. 30, 2020
Debt Disclosure [Abstract]
Notes Payable - Related Parties	Note 6. Notes Payable – Related Parties During July 2016 through October 2016, the Company obtained three working capital loans from NC 143 and RMI in the form of convertible promissory notes (“ Notes Maturity Date During the three months ended September 30, 2020 and 2019, interest expense of $6,930 and $6,805, respectively, is reflected in interest expense on the Company’s accompanying unaudited condensed consolidated statements of operations. During the nine months ended September 30, 2020 and 2019, interest expense of $20,477 and $20,195, respectively, is reflected in interest expense on the Company’s accompanying unaudited condensed consolidated statements of operations. As of September 30, 2020, and December 31, 2019, accrued interest was $106,572 and $86,096, respectively, which is reflected in accrued expenses on the Company’s accompanying unaudited condensed consolidated balance sheets.

Paycheck Protection Program Loa

Paycheck Protection Program Loan	9 Months Ended
	Sep. 30, 2020
Debt Disclosure [Abstract]
Paycheck Protection Program Loan	Note 7 – Paycheck Protection Program Loan On April 11, 2020, the Company received approval from the U.S. Small Business Administration (“ SBA PPP Loan CARES Act As of September 30, 2020, the Company incurred approximately $1,810 in accrued interest related to the PPP Loan, which is reflected in accrued expenses on the Company’s accompanying interim unaudited condensed consolidated balance sheets. For the three months and nine months ended September 30, 2020, the Company incurred approximately $907 and $1,810, respectively, in interest expense related to the PPP Loan, which is reflected in interest expense on the Company’s statements of operations. The Company did not incur interest expense related to the PPP Loan for the three and nine months ended September 30, 2019.

Economic Injury Disaster Loan

Economic Injury Disaster Loan	9 Months Ended
	Sep. 30, 2020
Debt Disclosure [Abstract]
Economic Injury Disaster Loan	Note 8 – Economic Injury Disaster Loan On May 12, 2020, the Company executed the standard loan documents required for securing a loan from the SBA under its Economic Injury Disaster Loan assistance program (the “ EIDL Loan SBA Loan Agreement As of September 30, 2020, the Company incurred approximately $2,359 in accrued interest related to the EIDL Loan, which is reflected in accrued expenses on the Company’s accompanying interim unaudited condensed consolidated balance sheets. The Company did not incur accrued interest expense on the EIDL Loan as of September 30, 2019. For the three months and nine months ended September 30, 2020, the Company incurred approximately $1,419 and $2,359 in interest expense related to the EIDL Loan, which is reflected in interest expense on the Company’s statements of operations. The Company did not incur interest expense related to the EIDL Loan for the three and nine months ended September 30, 2019.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2020
Stockholders Equity Deficit [Abstract]
Stockholders' Equity	Note 9. Stockholders’ Equity Stock-Based Compensation The 2018 Amended and Restated Equity Incentive Plan of Fuse Medical, Inc. (“ 2018 Equity Plan The Company’s management estimates the fair value of stock-based compensation utilizing the Black-Scholes option pricing model. Black-Scholes option pricing is calculated using several variables, including the expected option term, expected volatility of the Company’s stock price over the expected option term, expected risk-free interest rate over the expected option term, expected dividend yield rate over the expected option term, and an estimate of expected forfeiture rates. The Company’s management believes this valuation methodology is appropriate for estimating the fair value of stock options granted to employees and directors, which are subject to ASC Topic 718 requirements. The Company’s management estimates of fair value may not be reflective of actual future values or amounts ultimately realized by recipients of these grants. The Company recognizes compensation on a straight-line basis over the requisite service period for each award. The Company’s management utilizes the simplified method to estimate the expected life for stock options granted to employees, as the Company does not have sufficient historical data regarding stock option exercises. The risk-free interest rate is based on the U.S. Treasury yields with terms equivalent to the expected life of the related option at the time of the grant. Dividend yield is based on historical trends. While the Company’s management believes these estimates are reasonable, the compensation expense recorded would increase if the expected life was increased, a higher expected volatility was used, or if the expected dividend yield increased. The Company made an accounting policy election to account for forfeitures when they occur, versus estimating the number of awards that are expected to vest, in accordance with ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” Non-Qualified Stock Option Awards For the three and nine months ended September 30, 2019 the Board granted 150,000 and 1,350,000 Non-qualified Stock Option (“ NQSO A summary of the Company’s stock option activity for the nine months ended September 30, 2020, is presented below: No. of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Balance outstanding at December 31, 2019 3,948,333 $ 0.61 6.08 $ 157,000 Granted - - - - Exercised - - - - Forfeited (703,333 ) 0.74 - - Expired (600,000 ) 0.26 - - Balance outstanding at September 30, 2020 2,645,000 $ 0.65 6.22 $ - Exercisable at September 30, 2020 1,663,333 $ 0.58 5.05 $ - Restricted Common Stock The non-vested restricted stock awards (“ RSA As of September 30, 2020, and 2019, it was not probable that the performance conditions on the outstanding RSAs would be met therefore, no expense has been recorded for these awards for the three and nine months ended September 30, 2020 and 2019. There were no RSA’s that were granted, exercised, or forfeited during the nine months ended September 30, 2020. Number of Shares Fair Value Weighted Average Grant Date Fair Value Non-vested, December 31, 2019 2,902,892 $ 1,382,800 $ 0.48 Granted - - - Vested - - - Forfeited - - - Non-vested, September 30, 2020 2,902,892 $ 1,382,800 $ 0.48

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2020
Income Tax Disclosure [Abstract]
Income Taxes	Note 10. Income Taxes The Company is subject to U.S. federal income taxes, in addition to state and local income taxes. The components of income tax expense (benefit) are as follows: For the Nine Months Ended September 30, 2020 For the Nine Months Ended September 30, 2019 Current: Federal $ - $ - State 11,341 10,589 11,341 10,589 Deferred: Federal - 760,993 State - - - 760,993 Total income tax expense $ 11,341 $ 771,582 Significant components of the Company's deferred income tax assets and liabilities are as follows: September 30, 2020 September 30, 2019 Deferred tax assets: Net operating loss carryover $ 843,582 $ 191,319 Accounts receivable 168,344 366,996 Stock based compensation 454,678 335,173 Inventory 610,215 893,231 Other 7,341 28,129 Total deferred tax assets 2,084,160 1,814,848 Deferred tax liabilities: Intangibles (208,703 ) (222,029 ) Property and equipment (4,214 ) (4,950 ) Total deferred tax liabilities (212,917 ) (226,979 ) Deferred tax assets, net $ 1,871,243 $ 1,587,869 Valuation allowance: Beginning of year (1,529,584 ) - Increase during the year (341,659 ) (1,587,869 ) Ending balance (1,871,243 ) (1,587,869 ) Net deferred tax asset $ - $ - At September 30, 2020, the Company estimated it had approximately $4,017,055 of net operating loss carryforwards of which $899,331 will expire during 2020 through 2037. The Company believes its tax positions are more likely than not of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax positions. As of September 30, 2020, the Company's tax years 2016 through 2018 remain open for Internal Revenue Service (" IRS On March 27, 2020, the CARES Act was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The Company is currently evaluating the impact of the CARES Act, but at present does not expect that the NOL carryback provision of the CARES Act to result in a material impact to the Company . A reconciliation of income tax computed at the U.S. statutory rate to the effective income tax rate is as follows: Nine Months Ended September 30, 2020 September 30, 2019 Expected U.S. federal incomes as statutory rate 21.0% 21.0% Change in deferred tax asset valuation allowance -21.1% 0.0% State and local income taxes, net of federal benefit -0.6% -1.3% Permanent differences 0.0% -0.5% Other 0.0% 0.0% Effective tax rate -0.7% 19.2% The Company’s effective income tax rates for the nine months ended September 30, 2020 and 2019 were (.7%) and 19.2%, respectively. The decrease from the prior period was driven by the valuation allowance allocated to the deferred tax asset for the current period.

Concentrations

Concentrations	9 Months Ended
	Sep. 30, 2020
Nature Of Operations And Going Concern [Abstract]
Concentrations	Note 11. Concentrations Concentration of Revenues, Accounts Receivable and Suppliers For the nine months ended September 30, 2020 and 2019, the following significant customers had an individual percentage of total revenues equaling ten percent (10%) or greater: For the Nine Months Ended September 30, 2020 September 30, 2019 Customer 1 13.70 % 4.50 % Totals 13.70 % 4.50 % At September 30, 2020 and December 31, 2019, the following significant customers had a concentration of accounts receivable representing ten percent (10%) or greater of accounts receivable: September 30, 2020 December 31, 2019 Customer 1 - related party 12.49 % 9.47 % Totals 12.49 % 9.47 % For the nine months ended September 30, 2020 and 2019, the following significant suppliers represented ten percent (10%) or greater of goods purchased: For the Nine Months Ended September 30, 2020 September 30, 2019 Supplier 1 24.70 % 21.90 % Supplier 2 - related party 7.50 % 10.30 % Totals 32.20 % 32.20 %

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Note 12. Related Party Transactions Lease with 1565 North Central Expressway, LP For its principal executive office, the Company leases approximately 11,500 square feet of space at 1565 North Central Expressway, Suite 220, Richardson, Texas 75080 from 1565 North Central Expressway, LP (“ NCE, LP For the nine months ended September 30, 2020 and 2019, the Company paid approximately $126,000 and $126,000, respectively, in rent expense, which is reflected in selling, general, administrative, and other expenses in the Company’s accompanying interim unaudited condensed consolidated statements of operations. AmBio Contract The Company engaged AmBio Staffing, LLC (“ AmBio FTE As of September 30, 2020 and December 31, 2019, the Company owed amounts to AmBio of approximately $138,773 and $170,000, respectively, which are reflected in accounts payable on the Company’s unaudited condensed consolidated balance sheets. For the nine months ended September 30, 2020 and September 30, 2019, the Company paid approximately $131,851 and $154,000, respectively, to AmBio in administrative fees, which are reflected in selling, general, administrative, and other expenses in the Company’s accompanying unaudited condensed consolidated statements of operations. Operations Historically, the Company conducts various related-party transactions with entities that are owned by or affiliated with Mr. Brooks and Mr. Reeg. These transactions are based on wholesale contractual agreements that the Company’s management believes are on terms and conditions substantially similar to other third-party contractual agreements. As described more fully below, these transactions include: selling and purchasing of inventory on a wholesale basis, commissions earned and paid and shared-service fee arrangements. MedUSA Group, LLC MedUSA Group, LLC (“ MedUSA During the nine months ended September 30, 2020 and 2019, the Company: • sold Orthopedic Implants and Biologics products to MedUSA in the amounts of approximately $29,822 and $751,000, respectively, which are reflected in net revenues in the Company’s accompanying interim unaudited condensed consolidated statements of operations; and • incurred approximately $2,110,450 and $1,457,000, respectively, in commission costs, which are reflected in commissions in the Company’s accompanying interim unaudited condensed consolidated statements of operations. As of September 30, 2020 and December 31, 2019, the Company had approximately $659,767 and $598,000, respectively, of unpaid commission costs due to MedUSA, which are reflected in accrued liabilities in the Company’s accompanying condensed consolidated balance sheets. As of September 30, 2020 and December 31, 2019, the Company had outstanding balances due from MedUSA of approximately $501,543 and $555,000, respectively. These amounts are reflected in accounts receivable, net of allowance in the Company’s accompanying condensed consolidated balance sheets. Texas Overlord, LLC Texas Overlord, LLC (“ Overlord During the nine months ended September 30, 2020 and 2019, the Company: • purchased approximately $0 and $25,000, respectively, in Orthopedic Implants and medical instruments, and Biologics from Overlord, which are reflected within inventories on the Company’s accompanying interim unaudited condensed consolidated balance sheets; and • incurred approximately $135,000 and $90,000, respectively, in commission costs, which are reflected in commissions in the Company’s accompanying interim unaudited condensed consolidated statements of operations. As of September 30, 2020 and December 31, 2019, the Company had approximately $15,000 and $15,000 of unpaid commissions costs owed to Overlord, which are reflected in accrued liabilities in the Company’s accompanying condensed consolidated balance sheets. As of September 30, 2020 and December 31, 2019, the Company had no outstanding balances due to or from Overlord. NBMJ, Inc. NBMJ, Inc. d/b/a Incare Technology (“ NBMJ During the nine months ended September 30, 2020 and 2019, the Company sold Biologics products to NBMJ in the amounts of approximately $13,770, and $412,000, respectively, which are reflected in net revenues in the Company’s accompanying interim unaudited condensed consolidated statements of operations. As of September 30, 2020 and December 31, 2019, the Company had $1,420 and zero in outstanding balances due from NBMJ. Payment terms per the stocking and distribution agreement with NBMJ are 30 days from receipt of invoice. Bass Bone and Spine Specialists Bass Bone & Spine Specialists (“ Bass During the nine months ended September 30, 2020 and 2019, the Company: • sold Orthopedic Implants and Biologics products to Bass in the amounts of approximately $55,897 and $106,000, respectively, which are reflected in net revenues in the Company’s accompanying interim unaudited condensed consolidated statements of operations; and • incurred approximately $16,885 and $16,000, respectively, in commission costs to Bass, which is reflected in commissions in the Company’s accompanying interim unaudited condensed consolidated statements of operations. As of September 30, 2020 and December 31, 2019, the Company had outstanding balances due from Bass of approximately $9,975 and $7,000, respectively. These amounts are reflected in accounts receivable, net of allowance, in the Company’s accompanying condensed consolidated balance sheets. Payment terms per the stocking and distribution agreement with Bass are 30 days from receipt of invoice. Sintu, LLC Sintu, LLC (“ Sintu During the nine months ended September 30, 2020 and 2019, the Company incurred approximately $482,308 and $269,000, respectively, in commission costs to Sintu, which are reflected in commissions on the Company’s accompanying interim unaudited condensed consolidated statements of operations. Tiger Orthopedics, LLC Tiger Orthopedics, LLC (“ Tiger During the nine months ended September 30, 2020 and September 30, 2019, the Company sold Orthopedic Implants and Biologics products to Tiger in the amounts of approximately $39,922 and $189,000, respectively, which are reflected in net revenues in the Company’s accompanying interim unaudited condensed consolidated statements of operations. As of September 30, 2020 and December 31, 2019, the Company had outstanding balances due from Tiger of approximately $836 and $30,000, respectively. These amounts are reflected in accounts receivable, net of allowance, in the Company’s accompanying condensed consolidated balance sheets. Payment terms per the stocking and distribution agreement with Tiger are 30 days from receipt of invoice. Modal Manufacturing, LLC Modal Manufacturing, LLC (“ Modal During the nine months ended September 30, 2020 and 2019, the Company purchased approximately $355,274 and $624,000, respectively, in Orthopedic Implants and medical instruments from Modal, which are reflected within inventories, net of allowance in the Company’s accompanying interim unaudited condensed consolidated balance sheets. As of September 30, 2020 and December 31, 2019, the Company had outstanding balances owed to Modal of approximately $314,574 and $0, respectively. These amounts are reflected in accounts payable in the Company’s accompanying condensed consolidated balance sheets. As of September 30, 2020 and December 31, 2019, the Company had outstanding balances due from Modal of approximately $0 and $40,700, respectively. These are reflected in accounts receivable, net of allowance, in the Company’s accompanying condensed consolidated balance sheets. Payment terms per the stocking and distribution agreement with Modal are 30 days from receipt of invoice.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 13. Subsequent Events On November 12, 2020, the Company and Amegy Bank executed the Sixth Amendment to the RLOC, extended the termination date of the RLOC until May 4, 2021. (See Note 5, “Revolving Line of Credit”). The Company’s Management concluded there are no other material events or transactions for potential recognition or disclosure.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2020
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, CPM and Maxim. Intercompany transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of the interim unaudited condensed consolidated financial statements in accordance with GAAP requires the Company’s management to make estimates and assumptions that affect the Company’s reported amounts in the interim unaudited condensed consolidated financial statements. Actual results could differ from those estimates. Significant estimates on the accompanying interim unaudited condensed consolidated financial statements include the allowances for doubtful accounts, valuation of inventories, the Company’s effective income tax rate, and the recoverability of deferred tax assets, which are based upon the Company management’s expectation of future taxable income and allowable deductions and the fair value calculations of stock-based compensation, goodwill, finite lived intangibles and the earn-out liability.
Reclassifications	Reclassifications Long term accounts receivable, net of allowance was previously reported as a component of current assets as accounts receivable, net of allowance, in the Company’s accompanying interim unaudited condensed consolidated balance sheets. Long term accounts receivable reflects Cases where the patient has obtained a letter of protection, (“ LOP
Segment Reporting	Segment Reporting In accordance with Accounting Standards Codification (“ ASC
Earnings (loss) Per Common Share	Earnings (loss) Per Common Share Earnings (loss) per common share, basic is calculated by dividing the net income/(loss) attributable to common stockholders by the weighted-average number of common stock, par value $0.01 (“ Common Stock ”), outstanding during the period, without consideration of Common Stock equivalents. Shares of restricted stock are included in the basic weighted-average number of Common Stock outstanding from the time they vest. Diluted earnings (loss) per common share is computed by dividing net income/(loss) by the weighted-average number of Common Stock equivalents outstanding for the period determined using the treasury stock method. For the three and nine months ended September 30, 2020 and 2019, the Company excluded the effects of outstanding stock options, convertible notes and, to the extent in the money, restricted stock as their effects were antidilutive due to the Company’s operating loss during these periods. (See Note 9, “Stockholders’ Equity” for the terms and conditions of restricted stock).
Fair Value Measurements	Fair Value Measurements Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The Company classifies assets and liabilities recorded at fair value under the fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. The fair value measurements are classified under the following hierarchy: Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets and liabilities in active markets; Level 2—Observable inputs, other than quoted market prices, that are either directly or indirectly observable in the marketplace for identical or similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities; and Level 3—Unobservable inputs that are supported by little or no market activity that are significant to the fair value of assets or liabilities. In connection with the CPM Acquisition in December 2017, the Company recorded an earn-out liability as part of the purchase consideration. The fair value of the earn-out liability is re-measured at each reporting period using Level 3 inputs with changes in fair value recorded in earnings. The earn-out payments are based on the financial performance of the Company between January 1, 2018, and December 31, 2034. The base amount of the earn-out ranges from $0.00 to $16,000,000 with an additional bonus payment of $10,000,000, subject to the Company meeting certain earnings thresholds as defined in the CPM Acquisition Agreement. The fair value of the earn-out liability was calculated using the Monte Carlo simulation, which was then applied to estimated earn-out payments. There was no change in the earn-out liability for the nine months ended September 30, 2020, and there were no significant changes in the Level 3 inputs from those utilized at December 31, 2019. The required earnings thresholds have not been met from inception of the agreements through September 30, 2020, and, as such, there have been no payments required for either the base or bonus earn-out tranches.
Financial Instruments	Financial Instruments The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The recorded values of notes payable approximate their respective fair values based upon their effective interest rates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. There were no cash equivalents at September 30, 2020 and December 31, 2019. The Company’s cash is concentrated in large financial institutions that at times may exceed federally insured limits of $250,000 per financial institution. The Company has not experienced any financial institution losses from inception through September 30, 2020. As of September 30, 2020 and December 31, 2019, there were deposits of $1,075,880 and $599,309 , respectively ,
Accounts Receivable and Allowances	Accounts Receivable and Allowances Accounts receivable are non-interest bearing and are stated at gross invoice amounts less an allowance for doubtful accounts receivable and an allowance for contractual discount pricing. Credit is extended to customers based on an evaluation of their financial condition, industry reputation, and other factors considered by the Company’s management. The Company generally does not require collateral or other security interest to support accounts receivable. Based on trends and specific factors, the customer’s credit terms may be modified, including required payment upon delivery. The Company performs regular on-going credit evaluations of its customers as deemed relevant. As events, trends, and circumstances warrant, the Company’s management estimates the amounts that are more likely than not to be uncollectible. These amounts are recognized as bad debt expense and are reflected within selling, general, administrative and other expenses on the Company’s accompanying interim unaudited condensed consolidated statements of operations. When accounts are deemed uncollectible, they are often referred to the Company’s outside legal firm for litigation. Accounts deemed uncollectible are written-off in the period when the Company has exhausted its efforts to collect overdue and unpaid receivables or otherwise has evaluated other circumstances that indicate that the Company should abandon such efforts. Accounts deemed uncollectible are removed from the Company’s accounts receivable portfolio, with a corresponding offset to the allowance for doubtful accounts receivable. The Company may record additional allowances for doubtful accounts based on known trends and expectations to ensure the Company’s accounts receivable portfolio is recorded at net realizable value. Specific allowances are re-evaluated and adjusted as additional facts and information become available. Previously written-off accounts receivable subsequently collected are recognized as a reduction of bad debt expense when funds are received. The Company’s management estimates its allowance for contractual discount pricing, by evaluating specific accounts where information indicates the customer is offered contractual pricing and discount allowances. In these arrangements, the Company’s management uses assumptions and judgement, based on the best available facts and circumstances to record a specific allowance for the amounts due from those customers. The allowance is offset by a corresponding reduction to revenue. These specific allowances are re-evaluated, analyzed, and adjusted as additional information becomes available to determine the total amount of the allowance. The Company may record additional allowances based on trends and expectations to ensure the Company’s accounts receivable portfolio is recorded at net realizable value.
Inventories	Inventories Inventories are stated at the lower of cost or net realizable value (first-in, first-out), which includes an allowance for slow-moving inventory, expired inventory, and inventory obsolescence. Inventories consist entirely of finished goods and include internal and external fixation products; upper and lower extremity plating and total joint reconstruction; soft tissue fixation and augmentation for sports medicine procedures; spinal implants for trauma, degenerative disc disease, and deformity indications (collectively, “ Orthopedic Implants Biologics
Property and Equipment	Property and Equipment Property and equipment are recorded at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets per the following table. Expenditures for additions and improvements are capitalized, while repairs and maintenance are expensed as incurred. The Company reviews long-lived assets for impairment annually or whenever changes in circumstances indicate that the carrying amount of an asset might not be recoverable. Category Useful Life Computer equipment and software 3 years Furniture and fixtures 3 years Office equipment 3 years Software 3 years Upon the retirement or disposition of property and equipment, the related cost and accumulated depreciation is removed. A gain is recorded when consideration received is more than the disposed asset’s cost, net of depreciation, and a loss is recorded when consideration received is less than the disposed asset’s cost, net of depreciation.
Long-Lived Assets	Long-Lived Assets The Company reviews other long-lived assets for indicators of impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The evaluation is performed at the lowest level of identifiable cash flows, which is at the individual asset level or the asset group level. The undiscounted cash flows expected to be generated by the related assets are estimated over their useful life based on updated projections. If the evaluation indicates that the carrying amount of the assets may not be recoverable, any potential impairment is measured based upon the fair value of the related assets or asset group as determined by an appropriate market appraisal or other valuation technique. Assets classified as held for sale, if any, are recorded at the lower of carrying amount or fair value less costs to sell.
Goodwill and Other Intangible Assets	Goodwill and Other Intangible Assets Goodwill is determined based on an acquisition purchase price in excess of the fair value of identified net assets acquired. Intangible assets with lives restricted by contractual, legal or other means are amortized over their useful lives. Goodwill is not amortized but is tested in the fourth quarter each year for impairment, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. The Company performs its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. If the carrying value of a reporting unit exceeds its fair value, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. As of September 30, 2020, the Company evaluated certain qualitative factors including, (i) macroeconomic factors resulting from the COVID-19 pandemic, (ii) the Company’s operating results and overall financial performance, (iii) the Company’s stock price, and (iv) specific cost-saving actions taken by the Company in response to the COVID-19 pandemic in concluding that the reported amount of goodwill was not more likely than not impaired. Accounting Standards Update (“ ASU The Company’s intangible assets subject to amortization consist primarily of acquired non-compete agreements and customer relationships. Amortization expense is calculated using the straight-line method over the asset’s expected useful life.
Revenue Recognition	Revenue Recognition The Company’s revenues are generated from the sales of Orthopedic Implants and Biologics to support orthopedic surgeries. The Company obtains purchase orders from its customers for the sale of its products, which set forth the general terms and conditions including line item pricing and payment terms (generally due upon receipt). The Company recognizes revenue when its customers obtain control over the assets (generally when the title passes upon shipment or when a product is utilized in a surgery) and it is probable that the Company will collect substantially all the amounts due. Individual promised goods are the Company’s only performance obligation. Due to the nature of its products, the Company’s product returns have been historically immaterial. The Company includes shipping and handling fees in net revenues. Shipping and handling costs, associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of goods sold on the Company’s accompanying interim unaudited condensed consolidated statements of operations. Revenue Differentiation The Company measures sales volume based on medical procedures in which the Company’s products are sold and used (Cases). The Company considers Cases resulting from direct sales to medical facilities to be Retail Cases and Cases resulting from sales to third parties, such as non-medical facilities, distributors, or sub-distributors, to be wholesale cases (“ Wholesale Cases Three Months Ended Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Category Retail $ 5,092,676 $ 5,050,785 $ 12,826,054 $ 12,425,874 Wholesale 645,986 665,559 1,559,777 3,137,054 Total $ 5,738,662 $ 5,716,344 $ 14,385,831 $ 15,562,928
Cost of Revenues	Cost of Revenues Cost of revenues consists of (i) cost of goods sold, (ii) freight and shipping costs for items sold to customers, (iii) cost of storage, (iv) investment in medical instruments, which are expensed when acquired, (v) inventory shrink, and (vi) an estimate for slow-moving and expired inventory, and inventory obsolescence.
Stock-Based Compensation	Stock-Based Compensation Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For employee stock-based awards, the Company calculates the fair value of the award on the date of grant using the Black-Scholes option pricing model. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based awards represent the Company's best estimates, but these estimates involve inherent uncertainties and the application of management judgment. For non-employee stock-based awards, the Company calculates the fair value of the award on the date of grant in the same manner as employee awards, however, the awards are revalued at the end of each reporting period and the pro-rata compensation expense is adjusted accordingly until such time the non-employee award is fully vested, at which time the total compensation recognized to date shall equal the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Accounting pronouncements issued or effective in 2020 by the Financial Accounting Standards Board (the “ FASB

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2020
Accounting Policies [Abstract]
Estimated Useful Lives of Assets	Category Useful Life Computer equipment and software 3 years Furniture and fixtures 3 years Office equipment 3 years Software 3 years
Schedule of Revenue Differentiation	The Company measures sales volume based on medical procedures in which the Company’s products are sold and used (Cases). The Company considers Cases resulting from direct sales to medical facilities to be Retail Cases and Cases resulting from sales to third parties, such as non-medical facilities, distributors, or sub-distributors, to be wholesale cases (“ Wholesale Cases Three Months Ended Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Category Retail $ 5,092,676 $ 5,050,785 $ 12,826,054 $ 12,425,874 Wholesale 645,986 665,559 1,559,777 3,137,054 Total $ 5,738,662 $ 5,716,344 $ 14,385,831 $ 15,562,928

Property and Equipment (Tables)

Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2020
Property Plant And Equipment [Abstract]
Summary of Property and Equipment	Property and equipment consisted of the following at September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Computer equipment and software $ 45,411 $ 51,303 Office equipment 20,333 20,333 Property and equipment costs 65,744 71,636 Less: accumulated depreciation (40,489 ) (38,997 ) Property and equipment, net $ 25,255 $ 32,639

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2020
Goodwill And Intangible Assets Disclosure [Abstract]
Schedule of Goodwill and Other Intangible Assets	The following table summarizes the Company’s goodwill and other intangible assets: September 30, 2020 December 31, 2019 Amortization period (years) Intangible assets: Non-compete agreements $ - $ 61,766 2 510(k) product technology 704,380 704,380 Indefinite Customer relationships 555,819 555,819 11 Total intangible assets 1,260,199 1,321,965 Less: accumulated amortization (109,486 ) (115,345 ) Intangible assets, net 1,150,713 1,206,620 Goodwill $ 1,972,886 $ 1,972,886 Indefinite

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	9 Months Ended
	Sep. 30, 2020
Stockholders Equity Deficit Tables [Abstract]
Summary of Stock Option Activity	A summary of the Company’s stock option activity for the nine months ended September 30, 2020, is presented below: No. of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Balance outstanding at December 31, 2019 3,948,333 $ 0.61 6.08 $ 157,000 Granted - - - - Exercised - - - - Forfeited (703,333 ) 0.74 - - Expired (600,000 ) 0.26 - - Balance outstanding at September 30, 2020 2,645,000 $ 0.65 6.22 $ - Exercisable at September 30, 2020 1,663,333 $ 0.58 5.05 $ -
Summary of Restricted Stock Awards Activity	There were no RSA’s that were granted, exercised, or forfeited during the nine months ended September 30, 2020. Number of Shares Fair Value Weighted Average Grant Date Fair Value Non-vested, December 31, 2019 2,902,892 $ 1,382,800 $ 0.48 Granted - - - Vested - - - Forfeited - - - Non-vested, September 30, 2020 2,902,892 $ 1,382,800 $ 0.48

Income Taxes (Tables)

Income Taxes (Tables)	9 Months Ended
	Sep. 30, 2020
Income Tax Disclosure [Abstract]
Components of Income Tax Expense (Benefit)	The components of income tax expense (benefit) are as follows: For the Nine Months Ended September 30, 2020 For the Nine Months Ended September 30, 2019 Current: Federal $ - $ - State 11,341 10,589 11,341 10,589 Deferred: Federal - 760,993 State - - - 760,993 Total income tax expense $ 11,341 $ 771,582
Significant Components of Deferred Income Tax Assets and Liabilities	Significant components of the Company's deferred income tax assets and liabilities are as follows: September 30, 2020 September 30, 2019 Deferred tax assets: Net operating loss carryover $ 843,582 $ 191,319 Accounts receivable 168,344 366,996 Stock based compensation 454,678 335,173 Inventory 610,215 893,231 Other 7,341 28,129 Total deferred tax assets 2,084,160 1,814,848 Deferred tax liabilities: Intangibles (208,703 ) (222,029 ) Property and equipment (4,214 ) (4,950 ) Total deferred tax liabilities (212,917 ) (226,979 ) Deferred tax assets, net $ 1,871,243 $ 1,587,869 Valuation allowance: Beginning of year (1,529,584 ) - Increase during the year (341,659 ) (1,587,869 ) Ending balance (1,871,243 ) (1,587,869 ) Net deferred tax asset $ - $ -
Reconciliation of Income Tax Computed at U.S. Statutory Rate to Effective Income Tax Rate	A reconciliation of income tax computed at the U.S. statutory rate to the effective income tax rate is as follows: Nine Months Ended September 30, 2020 September 30, 2019 Expected U.S. federal incomes as statutory rate 21.0% 21.0% Change in deferred tax asset valuation allowance -21.1% 0.0% State and local income taxes, net of federal benefit -0.6% -1.3% Permanent differences 0.0% -0.5% Other 0.0% 0.0% Effective tax rate -0.7% 19.2%

Concentrations (Tables)

Concentrations (Tables)	9 Months Ended
	Sep. 30, 2020
Revenues [Member]
Concentration Risk [Line Items]
Concentration of Revenues, Accounts Receivable and Suppliers	For the nine months ended September 30, 2020 and 2019, the following significant customers had an individual percentage of total revenues equaling ten percent (10%) or greater: For the Nine Months Ended September 30, 2020 September 30, 2019 Customer 1 13.70 % 4.50 % Totals 13.70 % 4.50 %
Accounts Receivable [Member]
Concentration Risk [Line Items]
Concentration of Revenues, Accounts Receivable and Suppliers	At September 30, 2020 and December 31, 2019, the following significant customers had a concentration of accounts receivable representing ten percent (10%) or greater of accounts receivable: September 30, 2020 December 31, 2019 Customer 1 - related party 12.49 % 9.47 % Totals 12.49 % 9.47 %
Goods Purchased [Member]
Concentration Risk [Line Items]
Concentration of Revenues, Accounts Receivable and Suppliers	For the nine months ended September 30, 2020 and 2019, the following significant suppliers represented ten percent (10%) or greater of goods purchased: For the Nine Months Ended September 30, 2020 September 30, 2019 Supplier 1 24.70 % 21.90 % Supplier 2 - related party 7.50 % 10.30 % Totals 32.20 % 32.20 %

Nature of Operations (Details N

Nature of Operations (Details Narrative) - USD ($)	Nov. 12, 2020	Aug. 01, 2018	Sep. 30, 2020	Dec. 31, 2019	Sep. 30, 2019	Dec. 31, 2018
Nature Of Operations And Going Concern [Line Items]
Accumulated losses			$ 4,222,759	$ 2,595,813
Stockholders' deficits			2,420,164	$ 1,222,133	$ 2,763,281	$ (1,466,684)
Revenue increased as the result of competitive pressures			$ 22,318
RLOC [Member] | ZB, N.A. (d/b/a Amegy Bank) [Member] | Sixth Amendment [Member] | Subsequent Event [Member]
Nature Of Operations And Going Concern [Line Items]
Line of credit facility, expiration date	May 4, 2021
Maxim Surgical, LLC [Member]
Nature Of Operations And Going Concern [Line Items]
Acquisition agreement month and year		2018-08

Significant Accounting Polici_4

Significant Accounting Policies (Details Narrative)	9 Months Ended
	Sep. 30, 2020USD ($)Segment$ / shares	Dec. 31, 2019USD ($)$ / shares
Significant Accounting Policies [Line Items]
Number of operating segments | Segment	1
Number of reportable segments | Segment	1
Common Stock Par Value | $ / shares	$ 0.01	$ 0.01
Earn-out liability	$ 11,645,365	$ 11,645,365
Cash equivalents	0	0
FDIC insurance limit	250,000
Deposits greater than federally insured limit	$ 1,075,880	$ 599,309
CPM [Member]
Significant Accounting Policies [Line Items]
Earn-out payment start date	Jan. 1, 2018
Earn-out payment end date	Dec. 31, 2034
Earn-out payment additional bonus amount	$ 10,000,000
Earn-out liability	0
CPM [Member] | Minimum [Member]
Significant Accounting Policies [Line Items]
Earn-out payment base amount	0
CPM [Member] | Maximum [Member]
Significant Accounting Policies [Line Items]
Earn-out payment base amount	$ 16,000,000

Significant Accounting Polici_5

Significant Accounting Policies - Estimated Useful Lives of Assets (Details)	9 Months Ended
	Sep. 30, 2020
Computer Equipment and Software [Member]
Property Plant And Equipment [Line Items]
Estimated useful lives of the assets	3 years
Furniture and fixtures [Member]
Property Plant And Equipment [Line Items]
Estimated useful lives of the assets	3 years
Office equipment [Member]
Property Plant And Equipment [Line Items]
Estimated useful lives of the assets	3 years
Software [Member]
Property Plant And Equipment [Line Items]
Estimated useful lives of the assets	3 years

Significant Accounting Polici_6

Significant Accounting Policies - Schedule of Revenue Differentiation (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Disaggregation Of Revenue [Line Items]
Net revenues	$ 5,738,662	$ 5,716,344	$ 14,385,831	$ 15,562,928
Retail [Member]
Disaggregation Of Revenue [Line Items]
Net revenues	5,092,676	5,050,785	12,826,054	12,425,874
Wholesale [Member]
Disaggregation Of Revenue [Line Items]
Net revenues	$ 645,986	$ 665,559	$ 1,559,777	$ 3,137,054

Property and Equipment - Summar

Property and Equipment - Summary of Property and Equipment (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Property Plant And Equipment [Line Items]
Property and equipment costs	$ 65,744	$ 71,636
Less: accumulated depreciation	(40,489)	(38,997)
Property and equipment, net	25,255	32,639
Computer Equipment and Software [Member]
Property Plant And Equipment [Line Items]
Property and equipment costs	45,411	51,303
Office equipment [Member]
Property Plant And Equipment [Line Items]
Property and equipment costs	$ 20,333	$ 20,333

Property and Equipment (Details

Property and Equipment (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Property Plant And Equipment [Abstract]
Depreciation expense	$ 8,116	$ 5,241	$ 28,141	$ 15,851

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets - Schedule of Goodwill and Other Intangible Assets (Details) - USD ($)	9 Months Ended
	Sep. 30, 2020	Dec. 31, 2019
Intangible assets:
Total intangible assets	$ 1,260,199	$ 1,321,965
Less: accumulated amortization	(109,486)	(115,345)
Intangible assets, net	1,150,713	1,206,620
Goodwill	1,972,886	1,972,886
510(k) Product Technology [Member]
Intangible assets:
Indefinite lived intangible assets	$ 704,380	704,380
Intangible assets, amortization period	Indefinite
Goodwill [Member]
Intangible assets:
Intangible assets, amortization period	Indefinite
Non-Compete Agreements [Member]
Intangible assets:
Finite lived intangible assets		61,766
Intangible assets, amortization period	2 years
Customer Relationships [Member]
Intangible assets:
Finite lived intangible assets	$ 555,819	$ 555,819
Intangible assets, amortization period	11 years

Goodwill and Intangible Asset_3

Goodwill and Intangible Assets - (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Goodwill And Intangible Assets Disclosure [Abstract]
Amortization expense	$ 15,197	$ 20,355	$ 55,906	$ 61,065

Senior Secured Revolving Cred_2

Senior Secured Revolving Credit Facility (Details Narrative) - USD ($)

May 21, 2020

May 06, 2020

Dec. 18, 2019

May 09, 2019

Nov. 19, 2018

Dec. 29, 2017

Sep. 30, 2020

Mar. 31, 2020

Dec. 31, 2019

Sep. 30, 2019

Jun. 30, 2019

Mar. 31, 2019

Dec. 31, 2018

Sep. 30, 2018

Sep. 30, 2020

Sep. 30, 2020

Sep. 30, 2019

RLOC [Member] | 0.25% Promissory Notes [Member]

Debt Instrument [Line Items]

Subordinated debt from affiliates

$ 200,000

Maturity date

May 6, 2022

Interest rate percentage

0.25%

Interest rate per annum after maturity date

10.00%

RLOC [Member] | 0.25% Promissory Notes [Member] | NC 143 [Member]

Debt Instrument [Line Items]

Borrowed from related parties

$ 180,000

RLOC [Member] | 0.25% Promissory Notes [Member] | RMI [Member]

Debt Instrument [Line Items]

Borrowed from related parties

$ 20,000

RLOC [Member] | ZB, N.A. (d/b/a Amegy Bank) [Member] | Fifth Amendment [Member]

Debt Instrument [Line Items]

Line of credit facility, expiration date

Nov. 4, 2020

Description of financial covenants

amended the financial covenants to state that the Company will not permit EBITDA to be less than $25,000 for the six months ended September 30, 2020

Minimum net profit required for compliance

$ 25,000

CPM [Member] | RLOC [Member] | ZB, N.A. (d/b/a Amegy Bank) [Member]

Debt Instrument [Line Items]

Date of acquisition agreement

Dec. 29, 2017

Percentage of guarantees of outstanding loan amount

50.00%

Line of credit outstanding balance amount

$ 1,038,352

$ 1,752,501

1,038,352

$ 1,038,352

Interest expense

11,354

$ 28,095

50,987

$ 68,168

Accrued interest

$ 3,236

4,437

$ 3,236

$ 3,236

Effective interest rate

4.76%

4.76%

4.76%

CPM [Member] | RLOC [Member] | ZB, N.A. (d/b/a Amegy Bank) [Member] | First Amendment [Member]

Debt Instrument [Line Items]

Minimum net income to achieve

$ 700,000

CPM [Member] | RLOC [Member] | ZB, N.A. (d/b/a Amegy Bank) [Member] | Second Amendment [Member]

Debt Instrument [Line Items]

Line of credit facility, expiration date

Nov. 4, 2019

Line of credit maximum borrowing capacity

$ 4,000,000

Variable rate, description

the one-month LIBOR rate plus four percent

Variable rate

4.00%

Minimum fixed charge coverage ratio

1.25%

Description of financial covenants

the Fixed Charge Coverage Ratio of any calendar quarter end from and after the quarter ending June 30, 2019, to be less than 1.25 to 1.00; EBITDA to be less than $700,000 for the fiscal quarter ending December 31, 2018, and $100,000 for the fiscal quarter ending March 31, 2019

Minimum net profit required for compliance

$ 100,000

$ 700,000

CPM [Member] | RLOC [Member] | ZB, N.A. (d/b/a Amegy Bank) [Member] | Third Amendment [Member]

Debt Instrument [Line Items]

Line of credit facility, expiration date

May 9, 2019

Line of credit maximum borrowing capacity

$ 3,500,000

Description of financial covenants

amended the financial covenants to state that the Company will not permit EBITDA to be less than $100,000 for the fiscal quarter ending June 30, 2019 and $500,000 for the fiscal quarter ending September 30, 2019

Minimum net profit required for compliance

$ 500,000

$ 100,000

Line of credit component of inventory percentage

30.00%

CPM [Member] | RLOC [Member] | ZB, N.A. (d/b/a Amegy Bank) [Member] | Fourth Amendment [Member]

Debt Instrument [Line Items]

Percentage of guarantees of outstanding loan amount

100.00%

Line of credit facility, expiration date

May 4, 2020

Line of credit maximum borrowing capacity

$ 2,750,000

Description of financial covenants

amended the financial covenants to state that the Company will not permit EBITDA to be less than $600,000 for the fiscal quarter ending December 31, 2019 and $125,000 for the fiscal quarter ending March 31, 2020

Minimum net profit required for compliance

$ 125,000

$ 600,000

CPM [Member] | RLOC [Member] | ZB, N.A. (d/b/a Amegy Bank) [Member] | Fourth Amendment [Member] | Mr. Brooks [Member]

Debt Instrument [Line Items]

Maximum annual salary of chairman of board and president

$ 550,000

CPM [Member] | Credit Card Exposure [Member] | ZB, N.A. (d/b/a Amegy Bank) [Member] | Third Amendment [Member]

Debt Instrument [Line Items]

Line of credit maximum borrowing capacity

$ 500,000

Notes Payable - Related Parti_2

Notes Payable - Related Parties (Details Narrative) - USD ($)	May 06, 2020	Sep. 30, 2020	Sep. 30, 2019	Oct. 31, 2016	Jun. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2017	Dec. 31, 2019
Debt Instrument [Line Items]
Interest expense on notes payable		$ 6,930	$ 6,805			$ 20,477	$ 20,195
Accrued expenses [Member]
Debt Instrument [Line Items]
Accrued interest		$ 106,572				$ 106,572			$ 86,096
10% Promissory Notes [Member] | NC 143 Family Holdings, LP and RMI [Member]
Debt Instrument [Line Items]
Convertible notes payable - related parties				$ 150,000
Interest rate of promissory notes				10.00%				18.00%
Debt Instrument, description					principal and interest balance into shares of the Company’s Common Stock at a conversion price of $0.08 per share.
Conversion price of common stock				$ 0.08
RLOC [Member] | 0.25% Promissory Notes [Member]
Debt Instrument [Line Items]
Interest rate percentage	0.25%
Maturity date	May 6, 2022
Interest rate per annum after maturity date	10.00%
RLOC [Member] | 0.25% Promissory Notes [Member] | NC 143 [Member]
Debt Instrument [Line Items]
Borrowed from related parties	$ 180,000
RLOC [Member] | 0.25% Promissory Notes [Member] | RMI [Member]
Debt Instrument [Line Items]
Borrowed from related parties	$ 20,000

Paycheck Protection Program L_2

Paycheck Protection Program Loan (Details Narrative) - USD ($)	Apr. 11, 2020	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Accrued expenses [Member]
Debt Instrument [Line Items]
Accrued interest		$ 106,572		$ 106,572		$ 86,096
Paycheck Protection Program [Member]
Debt Instrument [Line Items]
Interest expense		907	$ 0	1,810	$ 0
Paycheck Protection Program [Member] | Accrued expenses [Member]
Debt Instrument [Line Items]
Accrued interest		$ 1,810		$ 1,810
CARES Act [Member] | Paycheck Protection Program [Member]
Debt Instrument [Line Items]
Promissory note principal amount	$ 361,400
Maturity date	Apr. 11, 2022
Interest rate percentage	1.00%

Economic Injury Disaster Loan (

Economic Injury Disaster Loan (Details Narrative) - USD ($)	May 12, 2020	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Accrued expenses [Member]
Debt Instrument [Line Items]
Accrued interest		$ 106,572		$ 106,572		$ 86,096
Economic Injury Disaster Loan Assistance Program [Member]
Debt Instrument [Line Items]
Interest expense		1,419	$ 0	2,359	$ 0
Economic Injury Disaster Loan Assistance Program [Member] | Accrued expenses [Member]
Debt Instrument [Line Items]
Accrued interest		$ 2,359	$ 0	$ 2,359	$ 0
CARES Act [Member] | Economic Injury Disaster Loan Assistance Program [Member]
Debt Instrument [Line Items]
Loan principal amount	$ 150,000
Interest rate percentage	3.75%
Debt instrument frequency of periodic payment				monthly
Debt instrument date of first required payment	May 12, 2021
Installment payments including principal and interest	$ 731
Loan principal and interest payable term	30 years
CARES Act [Member] | Economic Injury Disaster Loan Assistance Program [Member] | Selling, General, Administrative and Other Expenses [Member]
Debt Instrument [Line Items]
Advance extinguished reflected offset in expenses	$ 10,000

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Non-Qualified Stock Option Awards [Member]
Class Of Stock [Line Items]
Stock options, granted	0	150,000	0	1,350,000
Unrecognized compensation expenses on stock options	$ 439,434		$ 439,434
Non-Qualified Stock Option Awards [Member] | Selling, General, Administrative and Other Expenses [Member]
Class Of Stock [Line Items]
Share-based compensation benefit		$ 11,583
Share-based compensation expense	101,817		428,915	$ 487,524
Restricted Common Stock [Member]
Class Of Stock [Line Items]
Share-based compensation expense	$ 0	$ 0	$ 0	$ 0
Number of shares granted			0
Number of shares, exercised			0
Number of shares forfeited			0

Stockholders' Equity - Summary

Stockholders' Equity - Summary of Stock Option Activity (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2020$ / sharesshares	Dec. 31, 2019USD ($)$ / sharesshares
No. of Shares, Abstract
No. of Shares, Beginning Balance | shares	3,948,333
Forfeited, No. of Shares | shares	(703,333)
Expired, No. of Shares | shares	(600,000)
No. of Shares, Ending Balance | shares	2,645,000	3,948,333
Exercisable, No. of Shares | shares	1,663,333
Weighted Average Exercise Price, Abstract
Weighted Average Exercise Price, Beginning Balance | $ / shares	$ 0.61
Forfeited, Weighted Average Exercise Price | $ / shares	0.74
Expired, Weighted Average Exercise Price | $ / shares	0.26
Weighted Average Exercise Price, Ending Balance | $ / shares	0.65	$ 0.61
Exercisable, Weighted Average Exercise Price | $ / shares	$ 0.58
Weighted Average Remaining Contractual Term, Abstract
Weighted Average Remaining Contractual Term, Balance outstanding	6 years 2 months 19 days	6 years 29 days
Weighted Average Remaining Contractual Term, Exercisable	5 years 18 days
Aggregate Intrinsic Value, Abstract
Aggregate Intrinsic Value, Balance outstanding | $		$ 157,000

Stockholders' Equity - Summar_2

Stockholders' Equity - Summary of Restricted Stock Awards Activity (Details) - Restricted Stock Award [Member]	9 Months Ended
	Sep. 30, 2020USD ($)$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Number of Shares, Non-vested, December 31, 2019	2,902,892
Number of Shares, Granted	0
Number of Shares, Vested	0
Number of Shares, Forfeited	0
Number of Shares, Non-vested, September 30, 2020	2,902,892
Share-based Compensation Arrangement by Share Based Payment Award, Equity Instruments Other than Options, Nonvested, Fair Value [Abstract]
Fair Value, Non-vested, December 31, 2019 | $	$ 1,382,800
Fair Value, Non-vested, September 30, 2020 | $	$ 1,382,800
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted Average Grant Date Fair Value, Non-vested, December 31, 2019 | $ / shares	$ 0.48
Weighted Average Grant Date Fair Value, Non-vested, September 30, 2020 | $ / shares	$ 0.48

Income Taxes - Components of In

Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Current:
Federal			$ 0	$ 0
State			11,341	10,589
Total			11,341	10,589
Deferred:
Federal			0	760,993
State			0	0
Total			0	760,993
Total income tax expense	$ 5,661	$ 926,517	$ 11,341	$ 771,582

Income Taxes - Significant Comp

Income Taxes - Significant Components of Deferred Income Tax Assets and Liabilities (Details) - USD ($)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Deferred tax assets:
Net operating loss carryover	$ 843,582	$ 191,319
Accounts receivable	168,344	366,996
Stock based compensation	454,678	335,173
Inventory	610,215	893,231
Other	7,341	28,129
Total deferred tax assets	2,084,160	1,814,848
Deferred tax liabilities:
Intangibles	(208,703)	(222,029)
Property and equipment	(4,214)	(4,950)
Total deferred tax liabilities	(212,917)	(226,979)
Deferred tax assets, net	1,871,243	1,587,869
Valuation allowance:
Beginning of year	(1,529,584)	0
Increase during the year	(341,659)	(1,587,869)
Ending balance	(1,871,243)	(1,587,869)
Net deferred tax asset	$ 0	$ 0

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 4,017,055
Net operating loss carryforwards earliest expiration year	2020
Net operating loss carryforwards latest expiration year	2037
Open tax year	2016 2017 2018
Effective income tax rates	(0.70%)	19.20%
CARES Act [Member]
Operating Loss Carryforwards [Line Items]
NOL carryovers and carrybacks to offset percentage of taxable income	100.00%
Net operating loss incurred in 2018, 2019 and 2020 carried back period for each preceding taxable years	5 years
Operating Carryforwards Expiration Date from 2020 to 2037 [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 899,331

Income Taxes - Reconciliation o

Income Taxes - Reconciliation of Income Tax Computed at U.S. Statutory Rate to Effective Income Tax Rate (Details)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Income Tax Disclosure [Abstract]
Expected U.S. federal incomes as statutory rate	21.00%	21.00%
Change in deferred tax asset valuation allowance	(21.10%)	0.00%
State and local income taxes, net of federal benefit	(0.60%)	(1.30%)
Permanent differences	0.00%	(0.50%)
Other	0.00%	0.00%
Effective tax rate	(0.70%)	19.20%

Concentrations - Significant Cu

Concentrations - Significant Customers with Individual Percentage of Total Revenues Equaling Ten Percent (10%) or Greater (Details) - Revenues [Member] - Customer Concentration Risk [Member]	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Concentration Risk [Line Items]
Concentration risk, percentage	13.70%	4.50%
Customer 1 [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	13.70%	4.50%

Concentrations - Significant _2

Concentrations - Significant Customers with Concentration of Accounts Receivable Representing Ten Percent (10%) or Greater of Accounts Receivable (Details) - Accounts Receivable [Member] - Customer Concentration Risk [Member]	9 Months Ended	12 Months Ended
	Sep. 30, 2020	Dec. 31, 2019
Concentration Risk [Line Items]
Concentration risk, percentage	12.49%	9.47%
Customer 1 - Related Party [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	12.49%	9.47%

Concentrations - Significant Su

Concentrations - Significant Suppliers Represented Ten Percent (10%) or Greater of Goods Purchased (Details) - Goods Purchased [Member] - Supplier Concentration Risk [Member]	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Concentration Risk [Line Items]
Concentration risk, percentage	32.20%	32.20%
Supplier 1 [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	24.70%	21.90%
Supplier 2 - Related Party [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	7.50%	10.30%

Related Party Transactions (Det

Related Party Transactions (Details Narrative)	9 Months Ended
	Sep. 30, 2020USD ($)ft²FullTimeEquivalent	Sep. 30, 2019USD ($)	Dec. 31, 2019USD ($)
1565 North Central Expressway, LP [Member]
Related Party Transaction [Line Items]
Area of leased property | ft²	11,500
Lease termination date	Dec. 31, 2017
1565 North Central Expressway, LP [Member] | Selling, General, Administrative and Other Expenses [Member]
Related Party Transaction [Line Items]
Rent expense	$ 126,000	$ 126,000
AmBio [Member]
Related Party Transaction [Line Items]
Number of full time equivalents | FullTimeEquivalent	44
Number of full time equivalents directly support company | FullTimeEquivalent	37
Number of full time equivalents support operations of other companies | FullTimeEquivalent	6
Number of full time equivalents shared between company and other companies | FullTimeEquivalent	1
Due to related parties	$ 138,773		$ 170,000
AmBio [Member] | Selling, General, Administrative and Other Expenses [Member]
Related Party Transaction [Line Items]
Administrative fees	131,851	154,000
MedUSA Group, LLC [Member]
Related Party Transaction [Line Items]
Net revenues from related parties	29,822	751,000
Due from related parties	501,543		555,000
MedUSA Group, LLC [Member] | Accrued expenses [Member]
Related Party Transaction [Line Items]
Due to related parties	659,767		598,000
MedUSA Group, LLC [Member] | Commission [Member]
Related Party Transaction [Line Items]
Expense incurred on behalf of related parties	2,110,450	1,457,000
Texas Overlord, LLC [Member]
Related Party Transaction [Line Items]
Due to related parties	0		0
Due from related parties	0		0
Texas Overlord, LLC [Member] | Inventory [Member]
Related Party Transaction [Line Items]
Purchases from related parties	0	25,000
Texas Overlord, LLC [Member] | Commission [Member]
Related Party Transaction [Line Items]
Due to related parties	15,000		15,000
Expense incurred on behalf of related parties	135,000	90,000
N.B.M.J., Inc. [Member]
Related Party Transaction [Line Items]
Net revenues from related parties	13,770	412,000
N.B.M.J., Inc. [Member] | Account Receivables [Member]
Related Party Transaction [Line Items]
Due from related parties	1,420		0
Bass Bone And Spine Specialists [Member]
Related Party Transaction [Line Items]
Net revenues from related parties	55,897	106,000
Bass Bone And Spine Specialists [Member] | Account Receivables [Member]
Related Party Transaction [Line Items]
Due from related parties	9,975		7,000
Bass Bone And Spine Specialists [Member] | Commission [Member]
Related Party Transaction [Line Items]
Expense incurred on behalf of related parties	16,885	16,000
Sintu L L C | Commission [Member]
Related Party Transaction [Line Items]
Expense incurred on behalf of related parties	482,308	269,000
Tiger Orthopedics, LLC [Member]
Related Party Transaction [Line Items]
Net revenues from related parties	39,922	189,000
Tiger Orthopedics, LLC [Member] | Account Receivables [Member]
Related Party Transaction [Line Items]
Due from related parties	836		30,000
Modal Manufacturing, LLC [Member] | Inventory [Member]
Related Party Transaction [Line Items]
Purchases from related parties	355,274	$ 624,000
Modal Manufacturing, LLC [Member] | Account Receivables [Member]
Related Party Transaction [Line Items]
Due from related parties	0		40,700
Modal Manufacturing, LLC [Member] | Account Payables [Member]
Related Party Transaction [Line Items]
Due to related parties	$ 314,574		$ 0

Subsequent Events (Details Narr

Subsequent Events (Details Narrative)	Nov. 12, 2020
RLOC [Member] | ZB, N.A. (d/b/a Amegy Bank) [Member] | Sixth Amendment [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Line of credit facility, expiration date	May 4, 2021