Attached files
| file | filename |
|---|---|
| EX-32.2 - CERTIFICATION - EMR Technology Solutions, Inc. | f10k2020ex32-2_emrtechno.htm |
| EX-32.1 - CERTIFICATION - EMR Technology Solutions, Inc. | f10k2020ex32-1_emrtechno.htm |
| EX-31.2 - CERTIFICATION - EMR Technology Solutions, Inc. | f10k2020ex31-2_emrtechno.htm |
| EX-31.1 - CERTIFICATION - EMR Technology Solutions, Inc. | f10k2020ex31-1_emrtechno.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2020
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from: ____________ to ____________
EMR TECHNOLOGY SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-55715 | 47-5482792 | ||
| (State
or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
90 Washington Valley Road, Bedminster, NJ 07921
(Address of Principal Executive Office) (Zip Code)
(908) 997-0617
(Registrant’s telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
On September 7, 2021 there were 10,246,854 outstanding shares of the registrant’s common stock, $0.001 par value.
Documents Incorporated by Reference: None.
TABLE OF CONTENTS
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EXPLANATORY NOTE
You should rely only on the information contained in this Form 10-K or in a document referenced herein. We have not authorized anyone to provide you with any other information that is different. You should assume that the information contained in this Form 10-K is accurate only as of the date hereof except where a different specific date is set forth.
As used in this Form 10-K, unless the context otherwise requires, the terms the “Company,” “Registrant,” “we,” “us,” “our,” or “EMR” refer to EMR Technology Solutions, Inc., a Nevada corporation.
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Except for statements of historical fact, some information in this document contains “forward-looking statements” that involve substantial risks and uncertainties. You can identify these forward-looking statements by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” “would” or similar words. The statements that contain these or similar words should be read carefully because these statements discuss our future expectations, contain projections of our future results of operations or of our financial position, or state other forward-looking information. We believe that it is important to communicate our future expectations to our investors. However, there may be events in the future that we are not able accurately to predict or control. Further, we urge you to be cautious of the forward-looking statements which are contained in this Form 10-K because they involve risks, uncertainties and other factors affecting our operations, market growth, service, products and licenses. The factors listed in the sections captioned “Risk Factors” and “Description of Business,” as well as other cautionary language in this Form 10-K and events in the future may cause our actual results and achievements, whether expressed or implied, to differ materially from the expectations we describe in our forward-looking statements. The occurrence of any of the events described as risk factors or other future events could have a material adverse effect on our business, results of operations and financial position. Since our common stock is considered a “penny stock,” we are ineligible to rely on the safe harbor for forward-looking statements provided in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).
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WHERE YOU CAN FIND MORE INFORMATION ABOUT US
We file reports, proxy statements, information statements and other information with the United States Securities and Exchange Commission (the “SEC”). You may read and copy this information, for a copying fee, at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information on its Public Reference Room. Our SEC filings will also be available to the public from commercial document retrieval services, and at the Web site maintained by the SEC at http://www.sec.gov.
We will make available, through a link to the SEC’s Web site, electronic copies of the materials we file with the SEC (including our annual reports on Form 10-K, our quarterly reports on Form 10-K, our current reports on Form 8-K, the Section 16 reports filed by our executive officers, directors and 10% stockholders and amendments to those reports). To receive paper copies of our SEC filings, please contact us by mail addressed to Investor Relations, EMR Technology Solutions, Inc., 90 Washington Valley Road, Bedminster, NJ 07921.
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General Information
Our business address is 90 Washington Valley Road, Bedminster, NJ 07921. Our phone number is 908-997-0617. Any information contained in, or that can be accessed through, our website is not part of this Form 10-K.
History
EMR Technology Solutions, Inc. (“EMR” or the “Company”) was organized under the laws of the State of Nevada on November 3, 2015. EMR was formed to take advantage of the consolidation taking place in the Electronic Medical Record (“EMR”) and Revenue Cycle Management (“RCM”) industries. Our mission is to be a leading provider of enterprise technology solutions and services and thereby improve the exchange of healthcare information.
EMR plans to acquire and consolidate growing companies that provide proprietary products and value-added services in order to maximize client retention by offering fully integrated state of the art software solutions that comply with the standards set by the United States Department of Health and Human Services Center for Medicare and Medicaid Services (“CMS”). Through the planned combined scale and resources of EMR, we believe its acquired subsidiaries can leverage and accelerate time-to-market, market share growth, and strategic alliance partnering.
Electronic Medical Record Industry
The CMS estimates United States health care spending in 2018 was $3.6 trillion, or 17.7 percent of Gross Domestic Product (GDP), and projects it to be 19.3% of GDP by 2023. There are approximately 430,150 Primary Care and approximately 474,406 Specialist Physicians practicing in the US today, for a total of approximately 904,556 Physicians who require an EMR system. It is estimated that 30% of those practicing physicians have not implemented an EMR system. Most of the systems in use today are the result of programs written before software technology advances that are available today. As a result, 38% of physicians polled indicated that they intended to replace their existing EMR systems.
The Health Information Technology for Economic and Clinical Health (HITECH) provisions within the American Recovery and Reinvestment Act (ARRA) offer incentives for health care organizations to modernize operations through “Meaningful Use” of Healthcare Information Technology (“HCIT”) and will begin to penalize health care organizations for non-compliance in coming years. There are increasing requirements to report quality metrics. As providers position themselves for these shifts, there has been an increase in industry consolidation, with health systems acquiring hospitals, physician practices, and other venues to control more of the care continuum and achieve economies of scale. The objective of EMR is to take advantage of this disparity and utilize state of the art technology to provide software and services that provide for seamless “Patient Appointment to Verified Payment” for the doctors’ offices. We believe that an additional growth driver for EMR is the importance for interoperability between providers and other healthcare constituents. We believe this is an excellent opportunity to consolidate smaller entities in this highly fragmented industry that would not otherwise have the scale necessary to compete in today’s healthcare market.
The modern American healthcare industry is characterized by inefficiencies, waste, complexity, an underutilization of technology and a lack of transparency. According to a report issued by The National Health Expenditure Accounts (“NHEA”), which are the official estimates of total health care spending in the United States, U.S. health care spending grew 4.6% in 2018, reaching $3.6 trillion or $11,172 per person. As a share of the nation’s Gross Domestic Product, health spending accounted for 17.7%, of which $750 billion was wasteful spending that did not improve the quality of care that patients received. According to CMS, national health spending is projected to grow at an average rate of 6.0% per year between 2020-2026. Healthcare spending in the United States is widely viewed as growing at an unsustainable rate, and policymakers and payers are continuously seeking ways to reduce that growth.
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The Affordable Care Act and other recent legislative, regulatory and industry drivers are directed toward addressing many of these challenges. For decades, the U.S. healthcare delivery system has been characterized by a vast cottage industry of small, independent practices functioning in a low-technology fee-for-service environment. During 2019, there were more than approximately 500,000 U.S. physicians practicing in ambulatory care settings and it is estimated that approximately 70% of these providers are practicing in groups with 10 or fewer physicians. Recent changes in the industry, including legislative reform and increasing reimbursement complexity, have created significant opportunities for EMR, as traditional practice tools are not well-suited for the modern medical practice.
New laws and payer requirements have further complicated insurance reimbursement processes. For example, Medicare, Medicaid and commercial insurances are increasingly requiring proof of adherence to best practices and improved patient health outcomes to support full reimbursement. Moreover, an upcoming shift to a new generation of insurance codes will dramatically increase the complexity associated with selecting appropriate procedure and diagnosis codes needed to support proper claim reimbursement.
Since 2011, the federal government has offered financial incentives to eligible healthcare providers who adopt and meaningfully use electronic health records technology. Beginning in 2015, providers who are not meaningfully using this technology incur penalties and these penalties will increase every year through 2019. While these incentives and looming penalties have encouraged many providers to adopt and meaningfully use electronic health records software, we believe that most providers are not utilizing an integrated platform that combines practice management, business intelligence, and revenue cycle management. The lack of an integrated platform leaves them ill-equipped to address the multitude of rapidly growing industry challenges.
The market for electronic medical record solutions and related services is highly competitive, and we expect competition to increase in the future. We face competition from other providers of both integrated and stand-alone, EMR solutions, including competitors who utilize web-based platforms and providers of locally installed software systems. Many of our EMR competitors have longer operating histories, greater brand recognition and greater financial, marketing and other resources. We expect that competition will continue to increase as a result of incentives provided by the HITECH Act, and consolidation in both the information technology and healthcare industries.
Growth Strategy
Our growth strategy includes focusing on the ambulatory care market and acquiring small and mid-sized electronic medical records companies and revenue cycle management companies and then migrating the customers of those companies to our solutions. The electronic medical record and revenue cycle management industries are highly fragmented, with many local and regional electronic medical record companies serving small medical practices. We believe that the industry is ripe for consolidation and that we can achieve significant growth through acquisitions and organic growth. We estimate that there are more than 1,500 companies in the United States providing EMR and RCM services. We further believe that it is becoming increasingly difficult for traditional electronic medical record companies to meet the growing technology and business service needs of healthcare providers without a significant investment in information technology infrastructure.
Our growth strategy involves three primary approaches: acquiring EMR and RCM companies and then migrating the customers of those companies to our solutions, selling our solutions directly to healthcare providers practicing in ambulatory settings, and acquiring providers of other healthcare services. We intend to distribute our solutions through our websites, endorsements from medical groups and associations, and referrals from existing clients.
Recent Developments
None.
Market Development
Currently, we offer a suite of fully-integrated web or client-based software for secure patient information and business services designed for healthcare providers. Our products and services offer healthcare providers a unified solution designed to meet the healthcare industry’s demand for the delivery of cost-efficient, quality care with the ability to measure patient outcomes. The healthcare providers can track patients from their initial appointments; chart clinical data, history, and other personal information. They can enter and submit claims for medical services and review and respond to queries for additional information regarding the billing process.
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Employees
As of September 7, 2021, the Company had four full-time and one part-time employees.
Reports to Security Holders.
The public may read and copy any materials the Company files with the SEC in the SEC’s Public Reference Section, Room 1580, 100 F Street N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.
You should carefully consider the risks described below together with all of the other information included in this prospectus before making an investment decision with regard to our securities. The statements contained in or incorporated herein that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, you may lose all or part of your investment.
Risks Related to Our Business
WE ARE SUBJECT TO RISKS ASSOCIATED WITH THE NOVEL CORONAVIRUS (COVID-19)
We face risks related to novel coronavirus (Covid-19) which could significantly disrupt our operations, sales, and financial results.
Our business will be adversely impacted by the effects of the novel coronavirus (Covid-19). In addition to global macroeconomic effects, the novel coronavirus (Covid-19) outbreak and any other related adverse public health developments will cause disruption to our operations and sales activities. Our suppliers, third-party distributors, sub-contractors and customers have been and will be disrupted by worker absenteeism, quarantines, and restrictions on our employees’ ability to work, office closures, or other travel or health-related restrictions. In addition, the novel coronavirus (Covid-19) or other disease outbreak will in the short-run and may over the longer term adversely affect the economies and financial markets, resulting in an economic downturn that will affect demand for our products and impact our operating results. There can be no assurance that any decrease in revenues resulting from the novel coronavirus (Covid-19) will be offset by increased revenues in subsequent periods. Although the magnitude of the impact of the novel coronavirus (Covid-19) outbreak on our business and operations remains uncertain, the continued spread of the novel coronavirus (Covid-19) or the occurrence of other epidemics and the imposition of related public health measures, travel and business restrictions will adversely impact our business, financial condition, operating results, and cash flows. In addition, we have experienced and will experience disruptions to our business operations resulting from quarantines, self-isolations, or other movement and restrictions on the ability of our employees to perform their jobs that may impact our ability to develop and design our products in a timely manner or meet required milestones or customer commitments.
We have a limited operating history.
The Company was incorporated under the laws of the State of Nevada on November 3, 2015 and has engaged in limited operations to date. Accordingly, the Company has only a limited operating history with which you can evaluate its business and prospects. An investor in the Company must consider its business and prospects in light of the risks, uncertainties and difficulties frequently encountered by early-stage companies, including limited capital, delays in product development, possible marketing and sales obstacles and delays, inability to gain customer and merchant acceptance or inability to achieve significant distribution of our products and services to customers. The Company cannot be certain that it will successfully address these risks. Its failure to address any of these risks could have a material adverse effect on its business.
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RISKS RELATED TO LIQUIDITY AND CAPITAL RESOURCES
Our independent registered public accounting firm for the fiscal years ended December 31, 2020 and 2019, has included an explanatory paragraph in their opinion that accompanies our audited consolidated financial statements as of and for the years ended December 31, 2020 and 2019, indicating that our historical losses and accumulated deficit raises substantial doubt about our ability to continue as a going concern. If we are unable to improve our liquidity position, we may not be able to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result if we are unable to continue as a going concern and, therefore, be required to realize our assets and discharge our liabilities other than in the normal course of business which could cause investors to suffer the loss of all or a substantial portion of their investment.
We may incur substantial costs related to product-related liabilities.
Many of our software solutions, health care services are intended for use in collecting, storing and displaying clinical and health care-related information used in the diagnosis and treatment of patients and in related health care settings such as admissions, billing, etc. We attempt to limit by contract our liability; however, the limitations of liability set forth in the contracts may not be enforceable or may not otherwise protect us from liability for damages. We may also be subject to claims that are not covered by contract. Although we maintain liability insurance coverage, there can be no assurance that such coverage will cover any particular claim that has been brought or that may be brought in the future, that such coverage will prove to be adequate or that such coverage will continue to remain available on acceptable terms, if at all. A successful material claim or series of claims brought against us, if uninsured or under-insured, could materially harm our business, results of operations and financial condition. Product-related claims, even if not successful, could damage our reputation, cause us to lose existing clients, limit our ability to obtain new clients, divert management’s attention from operations, result in significant revenue loss, create potential liabilities for our clients and us and increase insurance and other operational costs.
We may be subject to claims for system errors and warranties.
Our software solutions are very complex and may contain design, coding or other errors, especially when first introduced. It is not uncommon for HCIT providers to discover errors in software solutions and/or health care devices after their introduction to the market. Similarly, the installation of our software solutions and health care devices is very complex and errors in the implementation and configuration of our systems can occur. Our software solutions and health care devices are intended for use in collecting, storing, and displaying clinical and health care-related information used in the diagnosis and treatment of patients and in related health care settings such as admissions, billing, etc. Therefore, users of our software solutions and health care devices have a greater sensitivity to errors than the market for software products and devices generally. Our client agreements typically provide warranties concerning material errors and other matters. Should a client’s EMR software solution or health care device fail to meet these warranties or lead to faulty clinical decisions or injury to patients, it could 1) constitute a material breach under the client agreement, allowing the client to terminate the agreement and possibly obtain a refund or damages or both, or require us to incur additional expense in order to make the software solution or health care device meet these criteria or 2) subject us to claims or litigation by our clients or clinicians or directly by the patient. Additionally, such failures could damage our reputation and could negatively affect future sales. Our client agreements generally limit our liability arising from such claims but such limits may not be enforceable in certain jurisdictions or circumstances. Although we maintain liability insurance coverage, there can be no assurance that such coverage will cover any particular claim that has been brought or that may be brought in the future, that such coverage will prove to be adequate or that such coverage will continue to remain available on acceptable terms, if at all. A successful material claim or series of claims brought against us, if uninsured or under-insured, could materially harm our business, results of operations and financial condition.
We may experience interruptions at our data centers or client support facilities.
Our business relies on the secure electronic transmission, data center storage and hosting of sensitive information, including protected health information, financial information and other sensitive information relating to our clients, company and workforce. We perform data center and/or hosting services for certain clients, including the storage of critical patient and administrative data and support services through various client support facilities. If any of these systems are interrupted, damaged or breached by an unforeseen event or actions of an EMR associate or contractor or a third party, including a cyber-attack, or fail for any extended period of time, it could have a material adverse impact on our results of operations. Complete failure of all local public power and backup generators, impairment of all telecommunications lines, a concerted denial of service cyber-attack, a significant data breach, damage, injury or impairment (environmental, accidental, intentional or pandemic) to the buildings, the equipment inside the buildings housing our data centers, the personnel operating such facilities or the client data contained therein, or errors by the personnel trained to operate such facilities could cause a disruption in operations and negatively impact clients who depend on us for data center and system support services. Any interruption in operations at our data centers and/or client support facilities could damage our reputation, cause us to lose existing clients, hurt our ability to obtain new clients, result in significant revenue loss, create potential liabilities for our clients and us and increase insurance and other operating costs.
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Our proprietary technology may be subject to claims for infringement or misappropriation of intellectual property rights of others, or may be infringed or misappropriated by others.
We rely upon a combination of license agreements, confidentiality policies and procedures, confidentiality provisions in employment agreements, confidentiality agreements with third parties and technical security measures to maintain the confidentiality, exclusivity and trade secrecy of our proprietary information. We also rely on trademark and copyright laws to protect our intellectual property rights in the United States and abroad. Despite our protective measures and intellectual property rights, we may not be able to adequately protect against theft, copying, reverse engineering, misappropriation, infringement or unauthorized use or disclosure of our intellectual property, which could have an adverse effect on our competitive position.
We may become subject to legal proceedings that could have a material adverse impact on our financial position and results of operations.
From time to time and in the ordinary course of our business, we and certain of our subsidiaries may become involved in various legal proceedings. All such legal proceedings are inherently unpredictable and, regardless of the merits of the claims, litigation may be expensive, time-consuming and disruptive to our operations and distracting to management. If resolved against us, such legal proceedings could result in excessive verdicts, injunctive relief or other equitable relief that may affect how we operate our business. Similarly, if we settle such legal proceedings, it may affect how we operate our business. Future court decisions, alternative dispute resolution awards, business expansion or legislative activity may increase our exposure to litigation and regulatory investigations. In some cases, substantial noneconomic remedies or punitive damages may be sought. Although we maintain liability insurance coverage, there can be no assurance that such coverage will cover any particular verdict, judgment or settlement that may be entered against us, that such coverage will prove to be adequate or that such coverage will continue to remain available on acceptable terms, if at all. If we incur liability that exceeds our insurance coverage or that is not within the scope of the coverage in legal proceedings brought against us, it could have an adverse effect on our business, financial condition and results of operations.
Our success depends upon the recruitment and retention of key personnel. To remain competitive in our industries, we must attract, motivate and retain highly skilled managerial, sales, marketing, consulting and technical personnel, including executives, consultants, programmers and systems architects skilled in the HCIT, health care devices, health care transactions, population health management, revenue cycle and life sciences industries and the technical environments in which our solutions, devices and services are needed. Competition for such personnel in our industries is intense in both the United States and abroad. Our failure to attract additional qualified personnel to meet our needs could have a material adverse effect on our prospects for long-term growth. In addition, we invest significant time and expense in training our associates, which increases their value to clients and competitors who may seek to recruit them and increases the cost of replacing them. Our success is dependent to a significant degree on the continued contributions of key management, sales, marketing, consulting and technical personnel. The unexpected loss of key personnel could have a material adverse impact on our business and results of operations, and could potentially inhibit development and delivery of our solutions, devices and services and market share advances.
We intend to continue strategic business acquisitions and other combinations, which are subject to inherent risks.
In order to expand our solutions, services, and grow our market and client base, we may continue to seek and complete strategic business acquisitions and other combinations that we believe are complementary to our business. Acquisitions have inherent risks which may have a material adverse effect on our business, financial condition, operating results or prospects, including, but not limited to: 1) failure to successfully integrate the business and financial operations, services, intellectual property, solutions or personnel of an acquired business and to maintain uniform standard controls, policies and procedures; 2) diversion of management’s attention from other business concerns; 3) entry into markets in which we have little or no direct prior experience; 4) failure to achieve projected synergies and performance targets; 5) loss of clients or key personnel; 6) incurrence of debt or assumption of known and unknown liabilities; 7) write-off of software development costs, goodwill, client lists and amortization of expenses related to intangible assets; 8) dilutive issuances of equity securities; and, 9) accounting deficiencies that could arise in connection with, or as a result of, the acquisition of an acquired company, including issues related to internal control over financial reporting and the time and cost associated with remedying such deficiencies. If we fail to successfully integrate acquired businesses or fail to implement our business strategies with respect to these acquisitions, we may not be able to achieve projected results or support the amount of consideration paid for such acquired businesses.
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Volatility and disruption resulting from global economic conditions could negatively affect our business, results of operations and financial condition.
Although certain indices and economic data have shown signs of stabilization in the United States and certain global markets, there can be no assurance that these improvements will be broad-based or sustainable, nor is it clear how, if at all, they will affect the markets relevant to us. As a result, our operating results may be impacted by the health of the global economy. Volatility and disruption in global capital and credit markets may lead to slowdowns or declines in client spending which could adversely affect our business and financial performance. Our business and financial performance, including new business bookings and collection of our accounts receivable, may be adversely affected by current and future economic conditions (including a reduction in the availability of credit, higher energy costs, rising interest rates, financial market volatility and lower than expected economic growth) that cause a slowdown or decline in client spending. Reduced purchases by our clients or changes in payment terms could adversely affect our revenue growth and cause a decrease in our cash flow from operations. Bankruptcies or similar events affecting clients may cause us to incur bad debt expense at levels higher than historically experienced. Further, volatility and disruption in global financial markets may also limit our ability to access the capital markets at a time when we would like, or need, to raise capital, which could have an impact on our ability to react to changing economic and business conditions. Accordingly, if global financial and economic volatility continues or worsens, our business, results of operations and financial condition could be materially and adversely affected.
If we are unable to manage our growth in the new markets in which we offer solutions or services, our business and financial results could suffer.
Our future financial results will depend in part on our ability to profitably manage our business in the new markets that we enter. Difficulties in managing future growth in new markets could have a significant negative impact on our business, financial condition and results of operations.
We rely heavily on our management, and the loss of their services could adversely affect our business.
Our success is highly dependent upon the continued services of our Chief Executive Officer, John X. Adiletta. The loss of Mr. Adiletta’s services would have a material adverse effect on the Company and its business operations.
Risks Related to the Health Care Information Technology, and Health Care Transaction
The health care industry is subject to changing political, economic and regulatory influences.
The Health Insurance Portability and Accountability Act of 1996 (as modified by The Health Information Technology for Economic and Clinical Health Act (HITECH) provisions of the American Recovery and Reinvestment Act of 2009) (collectively, HIPAA) continues to have a direct impact on the health care industry by requiring national provider identifiers and standardized transactions/code sets, operating rules and necessary security and privacy measures in order to ensure the appropriate level of privacy of protected health information. These regulatory factors affect the purchasing practices and operation of health care organizations.
The Patient Protection and Affordable Care Act, which was amended by the Health Care and Education Reconciliation Act of 2010, became law in 2010. This comprehensive health care reform legislation included provisions to control health care costs, improve health care quality, and expand access to affordable health insurance. Together with ongoing statutory and budgetary policy developments at a federal level, this health care reform legislation could include changes in Medicare and Medicaid payment policies and other health care delivery administrative reforms that could potentially negatively impact our business and the business of our clients. Because not all the administrative rules implementing health care reform under the legislation have been finalized, and because of ongoing federal fiscal budgetary pressures yet to be resolved for federal health programs, the full impact of the health care reform legislation and of further statutory actions to reform healthcare payment on our business is unknown, but there can be no assurances that health care reform legislation will not adversely impact either our operational results or the manner in which we operate our business. Health care industry participants may respond by reducing their investments or postponing investment decisions, including investments in our devices, solutions and services.
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The health care industry is highly regulated, and thus, we are subject to a number of laws, regulations and industry initiatives, non-compliance with certain of which could materially adversely affect our operations or otherwise adversely affect our business, financial condition and operating results.
As a participant in the health care industry, our operations and relationships, and those of our clients, are regulated by a number of local, state, federal and foreign governmental entities. The impact of these regulations on us is direct, to the extent that we are ourselves subject to these laws and regulations, and is also indirect because, in a number of situations, even though we may not be directly regulated by specific health care laws and regulations, our solutions, devices and services must be capable of being used by our clients in a way that complies with those laws and regulations. Specific risks include, but are not limited to, the following:
Health Care Fraud, Waste, and Abuse.
Federal and state governments continue to enhance regulation of and increase their scrutiny over practices involving health care fraud, waste and abuse affecting health care providers whose services are reimbursed by Medicare, Medicaid and other government health care programs. Our health care provider clients, as well as our provision of products and services to government entities subject our business to laws and regulations on fraud and abuse which, among other things, prohibit the direct or indirect payment or receipt of any remuneration for patient referrals, or arranging for or recommending referrals or other business paid for in whole or in part by these federal or state health care programs. Federal enforcement personnel have substantial funding, powers and remedies to pursue suspected or perceived fraud and abuse. The effect of this government regulation on our clients is difficult to predict.
Preparation, Transmission and Submission of Medical Claims for Reimbursement.
Our solutions are capable of electronically transmitting claims for services and items rendered by a physician to many patients’ payers for approval and reimbursement. We also provide services to our clients that include the coding, preparation and submission of claims for medical service to payers for reimbursement. Such claims are governed by federal and state laws. Federal law provides civil liability to any person that knowingly submits a claim to a payer, including Medicare, Medicaid and private health plans, seeking payment for any services or items that have not been provided to the patient. Federal law may also impose criminal penalties for intentionally submitting such false claims. We have policies and procedures in place that we believe result in the accurate and complete preparation, transmission, submission and collection of claims, provided that the information given to us by our clients is also accurate and complete. The HIPAA security, privacy and transaction standards, as discussed below, also have a potentially significant effect on our claim’s preparation, transmission and submission services, since those services must be structured and provided in a way that supports our clients’ HIPAA compliance obligations. In connection with these laws, we may be subjected to federal or state government investigations and possible penalties may be imposed upon us; false claims actions may have to be defended; private payers may file claims against us; and we may be excluded from Medicare, Medicaid or other government-funded health care programs. Any investigation or proceeding related to these laws, even if unwarranted or without merit, may have a material adverse effect on our business, results of operations and financial condition.
Security and Privacy of Patient Information.
Federal, state, local and foreign laws regulate the confidentiality of patient records and the circumstances under which those records may be used and released. These regulations govern both the disclosure and use of confidential patient medical record information and require the users of such information to implement specified security and privacy measures. United States regulations currently in place governing electronic health data transmissions continue to evolve and are often unclear and difficult to apply.
In the United States, HIPAA regulations require national standards for some types of electronic health information transactions and the data elements used in those transactions to ensure the integrity, security and confidentiality of health information and standards to protect the privacy of individually identifiable health information. Covered entities under HIPAA, which include health care organizations such as our clients, our employer clinic business model and our claims processing, transmission and submission services, are required to comply with the privacy standards, the transaction regulations and the security regulations. Moreover, the HITECH provisions of ARRA, and associated regulatory requirements, extend many of the HIPAA obligations, formerly imposed only upon covered entities, to business associates as well. As a business associate of our clients who are covered entities, we were in most instances already contractually required to ensure compliance with the HIPAA regulations as they pertain to handling of covered client data. However, the extension of these HIPAA obligations to business associates by law has created additional liability risks related to the privacy and security of individually identifiable health information.
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Interoperability Standards.
Our clients are concerned with and often require that our software solutions and health care devices be interoperable with other third party HCIT suppliers. Market forces or governmental/regulatory authorities could create software interoperability standards that would apply to our solutions, health care devices or solutions, and if our software solutions, health care devices or services are not consistent with those standards, we could be forced to incur substantial additional development costs to conform. The Office of the National Coordinator for Health Information Technology (ONC) has developed a comprehensive set of criteria for the functionality, interoperability and security of various software modules in the HCIT industry. ONC, however, continues to modify and refine those standards. Achieving certification is becoming a competitive requirement, resulting in increased software development and administrative expense to conform to these requirements.
ARRA Meaningful Use Program.
Various federal, state and non-U.S. government agencies are also developing standards that could become mandatory for systems purchased by these agencies. For example, ARRA requires “meaningful use of certified electronic health record technology” by health care providers in order to receive stimulus funds from the U.S. federal government. Regulations have been issued that identify standards and implementation specifications and establish the certification standards for qualifying electronic health record technology. Nevertheless, these standards and specifications are subject to interpretation by the entities designated to certify such technology. While a combination of our solutions has been certified as meeting the initial standards for certified health record technology, the regulatory standards to achieve certification will continue to evolve over time. We may incur increased development costs and delays in delivering solutions if we need to upgrade our software, devices or health care devices to be in compliance with these varying and evolving standards. In addition, delays in interpreting these standards may result in postponement or cancellation of our clients’ decisions to purchase our solutions or health care devices. If our software solutions, devices or health care devices are not compliant with these evolving standards, our market position and sales could be impaired and we may have to invest significantly in changes to our software solutions, devices or health care devices.
We operate in intensely competitive and dynamic industries, and our ability to successfully compete and continue to grow our business depends on our ability to respond quickly to market changes and changing technologies and to bring competitive new solutions, devices, features and services to market in a timely fashion.
The market for health care information systems, health care solutions and services to the health care industry is intensely competitive, dynamically evolving and subject to rapid technological and innovative changes. Development of new proprietary technology or services is complex, entails significant time and expense and may not be successful. We cannot guarantee that we will be able to introduce new solutions, devices or services on schedule, or at all, nor can we guarantee that such solutions, devices or services will achieve market acceptance. Moreover, we cannot guarantee that errors will not be found in our new solution releases, devices or services before or after commercial release, which could result in solution, device or service delivery redevelopment costs, harm to our reputation, lost sales, license terminations or renegotiations, product liability claims, diversion of resources to remedy errors and loss of, or delay in, market acceptance.
Certain of our competitors have greater financial, technical, product development, marketing or other resources than us and some of our competitors offer software solutions, devices or services that we do not offer. In addition, we expect that major software information systems companies, large information technology consulting service providers and system integrators, start-up companies and others specializing in the health care industry may offer competitive software solutions, devices or services. As we continue to develop new health care services to address areas such as analytics, transaction services, HCIT and device integration, revenue cycle and population health management, we expect to face new competitors, and these competitors may have more experience in these markets and/or more established relationships with prospective clients. We face strong competition and often face downward price pressure, which could adversely affect our results of operations or liquidity. Additionally, the pace of change in the health care information systems market is rapid and there are frequent new software solution introductions, software solution enhancements, device introductions, device enhancements and evolving industry standards and requirements.
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Risks Related to Our Common Stock
THERE IS CURRENTLY NO PUBLIC MARKET FOR OUR COMMON STOCK. FAILURE TO DEVELOP OR MAINTAIN A TRADING MARKET COULD NEGATIVELY AFFECT ITS VALUE AND MAKE IT DIFFICULT OR IMPOSSIBLE FOR YOU TO SELL YOUR SHARES.
There is currently no public market for our common stock and an active public market for our common stock may not develop. Failure to develop or maintain an active trading market could make it difficult for you to sell your shares or recover any part of your investment in us. Even if a market for our common stock does develop, the market price of our common stock may be highly volatile. In addition to the uncertainties relating to future operating performance and the profitability of operations, factors such as variations in interim financial results or various, as yet unpredictable, factors, many of which are beyond our control, may have a negative effect on the market price of our common stock.
The Subscription Price for our Shares was not based upon any Recognizable Measure of Value.
We arbitrarily determined the purchase price for our Shares offered hereby. There is no economic relationship between the offering price of our Shares and any component of our financial condition, our assets, the book value of such assets or earnings.
If our ability to register our Common Stock is limited, your ability to sell such shares may be subject to substantial restrictions, and you may be required to hold such shares for a period of time prior to sale, in which case you could suffer a substantial loss on such shares.
If our ability to register the resale of shares of our Common Stock is limited, you may not be able to sell your Common shares. There will be substantial restrictions on your ability to transfer any shares which are not registered for resale, and you may be required to hold the shares for some period of time.
“PENNY STOCK” RULES MAY MAKE BUYING OR SELLING OUR COMMON STOCK DIFFICULT.
If the market price for our common stock is below $5.00 per share, trading in our common stock may be subject to the “penny stock” rules. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules would require that any broker-dealer that would recommend our common stock to persons other than prior customers and accredited investors, must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to execute the transaction. Unless an exception is available, the regulations would require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our common stock, which could severely limit the market price and liquidity of our common stock.
POTENTIAL FUTURE FINANCINGS MAY DILUTE THE HOLDINGS OF OUR CURRENT SHAREHOLDERS.
In order to provide capital for the operation of our business, in the future we may enter into financing arrangements. These arrangements may involve the issuance of new shares of common stock, preferred stock that is convertible into common stock, debt securities that are convertible into common stock or warrants for the purchase of common stock. Any of these items could result in a material increase in the number of shares of common stock outstanding, which would in turn result in a dilution of the ownership interests of existing common shareholders. In addition, these new securities could contain provisions, such as priorities on distributions and voting rights, which could affect the value of our existing common stock.
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WE CURRENTLY DO NOT INTEND TO PAY DIVIDENDS ON OUR COMMON STOCK. AS A RESULT, YOUR ONLY OPPORTUNITY TO ACHIEVE A RETURN ON YOUR INVESTMENT IS IF THE PRICE OF OUR COMMON STOCK APPRECIATES.
We currently do not expect to declare or pay dividends on our common stock. In addition, in the future we may enter into agreements that prohibit or restrict our ability to declare or pay dividends on our common stock. As a result, your only opportunity to achieve a return on your investment will be if the market price of our common stock appreciates and you sell your shares at a profit.
YOU MAY EXPERIENCE DILUTION OF YOUR OWNERSHIP INTEREST DUE TO THE FUTURE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK.
We do not have sufficient funds to finance the growth of our business. As a result, we will require additional funds from future equity or debt financings, including tax equity financing transactions or sales of preferred shares or convertible debt, to pay the general and administrative costs of our business. We may in the future issue our previously authorized and unissued securities, resulting in the dilution of the ownership interests of holders of our common stock. We are currently authorized to issue 70,000,000 shares of common stock. The potential issuance of such additional shares of common stock or convertible debt may create downward pressure on the trading price of our common stock. We may also issue additional shares of common stock or other securities that are convertible into or exercisable for common stock in future public offerings or private placements for capital raising purposes or for other business purposes. The future issuance of a substantial number of common shares into the public market, or the perception that such issuance could occur, could adversely affect the prevailing market price of our common shares. A decline in the price of our common shares could make it more difficult to raise funds through future offerings of our common shares or securities convertible into common shares.
Item 1B. Unresolved Staff Comments
None.
We maintain our current principal office at 90 Washington Valley Road, Bedminster, NJ 07921. Our telephone number at this office is 908-997-0617. The monthly payment is $345 under a one-year lease.
On November 30, 2020, the Company filed a civil action in the Superior Court of New Jersey Law Division: Somerset County against Denis Salins, an ex-employee and shareholder, for breach of contract, breach of employment contract, fraud and misrepresentation, breach of the implied and express covenant of good faith and fair dealing, and breach of fiduciary duty, seeking the reimbursement of various amounts paid, discharge of accrued amounts, and related expenses relating to the acquisition of his company.
On March 16, 2021, Denis Salins filed a counterclaim to the Company’s civil action denying all claims of the Company.
We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
Item 4. Mine Safety Disclosure
Not applicable.
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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
(a) Market Information.
At this time, there is no established public trading market for our common stock.
(b) Holders
As of September 7, 2021, we had 38 shareholders of common stock per the transfer agent’s shareholder list.
Transfer Agent and Registrar
The transfer agent and registrar for our shares of common stock is Vstock Transfer LLC with an address at 18 Lafayette Place, Woodmere, New York 11598. Their phone number is 212-828-8436.
(c) Dividends
The Company has not paid any cash dividends to date and does not anticipate or contemplate paying any dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the growth of the Registrant’s business.
(d) Securities Authorized for Issuance Under Equity Compensation Plans
On January 30, 2016, the Board of Directors, with the approval of a majority of the shareholders of the Company, adopted the 2016 Equity Incentive Plan (the “Plan”) which will be administered by a committee to be appointed by the Board of Directors. As of the date hereof, the Company has issued no equity under the Plan.
On December 12, 2017, the Company approved the issuance, with immediate vesting on the date of the grant which is January 1, 2018, of ninety thousand (90,000) options to purchase common stock of the Company at a value of $0.001 per share for consulting services to the Company. The options will expire five (5) years from January 1, 2018. The fair value of the options is $48,510.
Rule 10B-18 Transactions
During the years ended December 31, 2020 and 2019, there were no repurchases of the Company’s common stock by the Company.
Recent Sales of Unregistered Securities.
All sales of Unregistered Securities have been previously reported on Forms 10-K or 8-K.
Item 6. Selected Financial Data
Not applicable.
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This Form 10-K and other reports filed by the Company from time to time with the SEC (collectively, the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the Filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to the Company’s business, industry, and the Company’s operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.
Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results. Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.
Overview
We intend for this discussion to provide information that will assist in understanding our financial statements, the changes in certain key items in those financial statements, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements.
Business Overview
The Company is a Nevada corporation incorporated on November 3, 2015 as a holding corporation focusing on the acquisition of healthcare related technology companies. The Company’s fiscal year end is December 31. To date, the Company has financed and acquired four electronic medical records companies.
Results of Operations
Summary of Statements of Operations for the Years Ended December 31, 2020 and December 31, 2019.
| For the Year ended December 31, 2020 | For the Year ended December 31, 2019 | |||||||
| Revenues | $ | 396,535 | $ | 566,877 | ||||
| Cost of revenues | $ | (52,799 | ) | $ | (76,322 | ) | ||
| Selling, General and Administrative | $ | (593,164 | ) | $ | (824,177 | ) | ||
| Amortization | $ | (75,075 | ) | $ | (542,881 | ) | ||
| Other expense | $ | (171,171 | ) | $ | (188,601 | ) | ||
| Net loss | $ | (499,548 | ) | $ | (1,065,104 | ) | ||
| Loss per common share - basic | $ | (0.05 | ) | $ | (0.11 | ) | ||
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Revenues
Revenues of $396,535 for the year ended December 31, 2020, decreased by $170,342 over revenues of $566,877 for the year ended December 31, 2019. The decrease in revenues was primarily attributable to a $70,414 decrease in one-time revenues due to fewer physician clients required to report certain patient care results to the Centers for Medicare & Medicaid Services, and a decrease of $99,928 in recurring revenues due to client terminations and retirements.
Cost of Revenues
Cost of revenues of $52,799 for the year ended December 31, 2020, decreased by $23,523 over cost of revenues of $76,322 for the year ended December 31, 2019. This was primarily attributable to the reduced revenues described above and reduced co-location facilities expense.
Selling, General and Administrative Expenses
Selling, General and Administrative Expenses of $593,164 for the year ended December 31, 2020, decreased by $231,013 over selling, general and administrative expenses of $824,177 for the year ended December 31, 2019. The decrease in selling, general and administrative expenses was primarily attributable to a decrease in payroll costs of $229,056 due to furloughed and terminated employees, a decrease in payroll tax accruals and penalties of $20,172, a decrease of $13,600 in software development costs, and offset by an increase in legal fees of $41,200.
Amortization and Impairment Expense
Amortization expense of $75,075 for the year ended December 31, 2020, decreased by $467,806 over amortization expense of $542,881 for the year ended December 31, 2019. Most intangible assets were fully amortized during the year ended December 31, 2019 resulting in a decrease in amortization for the year ended December 31, 2020.
Other Expense
Other Expense of $171,171 for the year ended December 31, 2020, decreased by $15,182 over other expense of $186,353 for the year ended December 31, 2019. This was primarily due to a grant of $6,000 from the SBA Economic Injury Disaster Loan (EIDL) Advance program and by an decrease in interest expense resulting from the a decrease in late payment penalties from 2019.
Net Loss
Net Loss of $499,548 for the year ended December 31, 2020, decreased by $565,556 over net loss of $1,065,104 for the year ended December 31, 2019. This decrease was primarily due to the factors described above.
Liquidity and Capital Resources
The following table summarizes total current assets, liabilities and working capital at December 31, 2020 compared to December 31, 2019.
| December 31, 2020 | December 31, 2019 | |||||||
| Current Assets | $ | 27,197 | $ | 31,343 | ||||
| Current Liabilities | $ | 2,372,987 | $ | 2,328,211 | ||||
| Working Capital (Deficit) | $ | (2,345,790 | ) | $ | (2,296,868 | ) | ||
At December 31, 2020, we had working capital deficit of $2,345,790 as compared to working capital deficit of $2,296,868 at December 31, 2019, an increase in working capital deficit of $48,922.
Net cash used by operations of $129,548 increased by $151,707 for the year ended December 31, 2020 over the same period in 2019 primarily due to decreases in amortization expense of $467,806, an increase in in-kind contribution of services of $127,500, and a net change in operating assets and liabilities of $387,748, and an increase in provision for bad debt of $6,030.
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Net cash provided by financing activities of $132,876 during the year ended December 31, 2020 increased by $153,170 from $22,159 used in financing activities during the same period in 2019. This increase was primarily due to an SBA loan of $150,000, a PPP Loan of $46,700, an increase in repayment of factoring advances of $5,758, and by a decrease in factoring advances of $38,182.
Financings
On June 26, 2018, the Company entered into a Revenue Based Factoring Agreement with a third party. Under the agreement, the Company sold $125,875 (the “Purchase Price”) in future accounts and contract rights for $95,000. The advance was received by the Company on June 28, 2018. A portion of the proceeds was used to satisfy the balance due on the January 18, 2018 Factoring Agreement described above. The difference between the amount sold and the purchase price of $30,875 has been recorded as a debt discount. In exchange for the purchased amount, the Company authorized the third party to ACH debit $473 daily from the Company’s bank account until the purchased amount is fully received. The balance was fully repaid with the proceeds of the March 15, 2019 Factoring described below. The Company amortized $24,328 of debt discount during the year ended December 31, 2019.
On March 15, 2019, the Company entered into a Revenue Based Factoring Agreement with a third party. Under the agreement, the Company has sold $124,450 (the “Purchase Price”) in future accounts and contract rights for $95,000. The advance was received by the Company on March 15, 2019. A portion of the proceeds was used to satisfy the balance due on the June 26, 2018 Factoring Agreement described above. The difference between the amount sold and the purchase price of $29,450 has been recorded as a debt discount. In exchange for the purchased amount, the Company authorized the third party to ACH debit $506 daily from the Company’s bank account until the purchased amount is fully received. As of November 1, 2019, the balance due was fully repaid using the proceeds received from the October 31, 2019 Factoring Agreement described below. The Company fully amortized $29,450 of debt discount during the year ended December 31, 2019.
On October 31, 2019, the Company entered into a Revenue Based Factoring Agreement with a third party. Under the agreement, the Company has sold $124,450 (the “Purchase Price”) in future accounts and contract rights for $95,000. The advance was received by the Company on November 1, 2019. A portion of the proceeds was used to satisfy the balance due on the March 15, 2019 Factoring Agreement described above. The difference between the amount sold and the purchase price of $29,450 has been recorded as a debt discount. In exchange for the purchased amount, the Company authorized the third party to ACH debit $506 daily from the Company’s bank account until the purchased amount is fully received. As of December 31, 2019, the balance due was $79,701, net of debt discount of $24,509. The Company amortized $5,122 of debt discount during the year ended December 31, 2019. As of April 28 2020, the balance due was fully repaid using the proceeds received from the April 27, 2020 Factoring Agreement described below. The Company fully amortized the remaining debt discount upon repayment.
On April 27, 2020, the Company entered into a Revenue Based Factoring Agreement with a third party. Under the agreement, the Company has sold $100,632 (the “Purchase Price”) in future accounts and contract rights for $76,818. The advance was received by the Company on April 28, 2020. A portion of the proceeds was used to satisfy the balance due on the October 31, 2019 Factoring Agreement described above. The difference between the amount sold and the purchase price of $23,814 has been recorded as a debt discount. In exchange for the purchased amount, the Company authorized the third party to ACH debit $421 daily from the Company’s bank account until the purchased amount is fully received. As of November 18, 2020, the balance due was fully repaid using the proceeds received from the November 18, 2020 Factoring Agreement described below. The Company fully amortized $23,814 of debt discount upon repayment.
On May 8, 2020, the Company received $46,700 from the Paycheck Protection Program (the “Loan”) established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) of 2020. The proceeds of this loan may be fully forgiven in the event that at least 60% is used for payroll and the balance for utilities within the first 24 weeks of receipt of the proceeds. The Company intends to use the entire proceeds on payroll and anticipates that the Loan will be forgiven. The term of the Loan, less any forgiven portion, is for 2 years at an annual rate of interest of 1.0%. On May 28, 2021, the Company was notified that it had been approved for forgiveness of $43,254 by the SBA from its Payroll Protection Plan Loan.
On June 23, 2020, the Company received a loan of $150,000 from the Small Business Administration from a program established under the Cares Act. The proceeds may be used as working capital for Company expenses. Installment payments, including principal and interest, of $731.00 monthly, will begin 12 months from the date of the promissory note. The balance of principal and interest will be payable 30 years from the date of the promissory note at an annual interest rate of 3.75%. The collateral for the loan is the tangible and intangible assets of the Company.
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On November 18, 2020, the Company entered into a Revenue Based Factoring Agreement with a third party. Under the agreement, the Company has sold $98,250 (the “Purchase Price”) in future accounts and contract rights for $75,000. The advance was received by the Company on November 20, 2020. A portion of the proceeds was used to satisfy the balance due on the April 27, 2020 Factoring Agreement described above. The difference between the amount sold and the purchase price of $23,250 has been recorded as a debt discount. In exchange for the purchased amount, the Company authorized the third party to ACH debit $400 daily from the Company’s bank account until the purchased amount is fully received. The Company amortized $2,212 of debt discount during the year ended December 31, 2020. As of December 31, 2020, the balance due was $66,412, net of debt discount of $21,038. As of July 1, 2021, the balance due was fully repaid using the proceeds received from the June 28, 2021 Factoring Agreement described below.
On January 25, 2021, the Company received $42,792 from the Paycheck Protection Program (the “Loan”) established under the Consolidated Appropriations Act of 2020. The proceeds of this loan may be fully forgiven in the event that at least 60% is used for payroll and the balance for utilities within the first 24 weeks of receipt of the proceeds. The Company intends to use the entire proceeds on payroll and anticipates that the Loan will be forgiven. The term of the Loan, less any forgiven portion, is for 5 years at an annual rate of interest of 1.0%.
On June 28, 2021, the Company entered into a Revenue Based Factoring Agreement with a third party. Under the agreement, the Company has sold $91,700 (the “Purchase Price”) in future accounts and contract rights for $70,000. The advance was received by the Company on July 1, 2021. A portion of the proceeds was used to satisfy the balance due on the November 18, 2020 Factoring Agreement. The difference between the amount sold and the purchase price of $21,700 has been recorded as a debt discount. In exchange for the purchased amount, the Company authorized the third party to ACH debit $373 daily from the Company’s bank account until the purchased amount is fully received.
Our Auditors Have Raised Substantial Doubts as to Our Ability to Continue as a Going Concern
Our consolidated financial statements have been prepared assuming we will continue as a going concern. The Company has experienced recurring losses from operations which have caused an accumulated deficit of $6,792,304 at December 31, 2020.
The ability of the Company to continue its operations as a going concern is dependent on management’s plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements.
The Company will require additional funding to finance the growth of its current and expected future operations as well as to achieve its strategic objectives. The Company believes its current available cash along with anticipated revenues may be insufficient to meet its cash needs for the near future. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Off-Balance Sheet Arrangements
As of December 31, 2020, the Company had no off-balance sheet arrangements.
Critical Accounting Policies and Estimates
We believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating this “Management’s Discussion and Analysis of Financial Condition and Results of Operation.”
Revenue Recognition
The Company accounts for revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from contract with customer. Revenues are recognized when the Company satisfies a performance obligation by transferring control of the promised goods or services to our customers at a point in time, in an amount specified in the contract with our customer and that reflects the consideration The Company expect to be entitled to in exchange for those goods or services. The Company also assesses our customer’s ability and intention to pay, which is based on a variety of factors including our customer’s historical payment experience and financial condition.
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The Company derives revenue from the sale of software licenses when the products are installed and all required post implementation services are completed. The Company recognizes revenue from consulting services as the services are performed. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer under Topic 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of our contracts with customers contain a single performance obligation to provide agreed-upon products or services. For contracts with multiple performance obligations, we allocate revenue to each performance obligation based on its relative standalone selling price. In accordance with Topic 606, we do not assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer. The timing of our performance often differs from the timing of invoicing, which results in the recording of deferred revenue. Deferred revenue will be recognized when performance obligation is satisfied.
Accounts Receivable
Accounts Receivable are carried at original invoice amount less an estimate made for doubtful accounts. Specific reserves are estimated by management based on certain assumptions and variables, including the customer’s financial condition, age of the customer’s receivables, and changes in payment histories. Accounts Receivable are written off when management determines the likelihood of collection is remote. Interest is not charged on accounts receivable that are past due.
Income Taxes
The Company accounts for income taxes under ASC 740-10-25. Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Contingencies
The Company is involved in a legal proceeding. The Company assessed the probability of occurrence and whether any loss or range of loss can be reasonably estimated for the legal proceeding. The Company records a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. If a loss or an additional loss has at least a reasonable possibility of occurring and the impact on the consolidated financial statements would be material, the Company provides disclosure of the loss contingency in the footnotes to the consolidated financial statements. The Company reviews the status of the legal proceeding at least quarterly to determine whether the likelihood of loss has changed and to assess whether a reasonable estimate of the loss or the range of the loss can be made.
Recent Accounting Pronouncements
We have implemented all new accounting standards that are in effect and may impact our audited consolidated financial statements and do not believe that there are any other new accounting standards that have been issued that might have a material impact on our financial position or results of operations.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. The FASB’s amendments primarily impact ASC 740, Income Taxes, and may impact both interim and annual reporting periods. ASU 2019-12 will be effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years and early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2019-12.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 8. Financial Statements and Supplementary Data.
Financial statements are audited and included in this Form 10-K as an exhibit and are incorporated herein by this reference.
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Item 9. Change In and Disagreements with Accountants and Financial Disclosure.
There were no disagreements with our accountants on accounting and financial disclosure during the relevant period.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
For purposes of this section, the term disclosure controls and procedures mean controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Act”) (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. As of the end of the period covered by this Annual Report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our CEO and CFO have concluded that the Company’s disclosure controls and procedures are not effective because of the identification of a material weakness in our internal control over financial reporting which is identified below, which we view as an integral part of our disclosure controls and procedures.
Changes in Internal Controls over Financial Reporting
We have not made any changes in our internal controls over financial reporting that occurred during the period covered by this Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework 2013. Based on its evaluation, our management concluded that there are material weaknesses in our internal control over financial reporting. We lack full time personnel in accounting and financial staff to sufficiently monitor and process financial transactions in an efficient and timely manner. Our history of losses has severely limited our budget to hire and train enough accounting and financial personnel needed to adequately provide this function. Consequently, we lacked sufficient technical expertise, reporting standards and written policies and procedures. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The Company’s internal control over financial reporting was not effective as of December 31, 2020.
This Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting because the attestation report requirement has been removed for “smaller reporting companies” under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.
None.
17
Item 10. Directors, Executive Officers, And Corporate Governance
The following table contains information with respect to our directors and executive officers. To the best of our knowledge, none of our directors or executive officers have an arrangement or understanding with any other person pursuant to which he or she was selected as a director or officer. There are no family relationships between any of our directors or executive officers. Directors serve one-year terms. Our executive officers are appointed by and serve at the pleasure of the board of directors.
| Name | Current Age | Position | ||
| John X. Adiletta | 72 | Chairman of the Board of Directors, President, and Chief Executive Officer | ||
| Lowell Holden | 77 | Chief Financial Officer and Director | ||
| Sean Carrick | 52 | Director |
John X. Adiletta, Chairman, President and Chief Executive Officer - Mr. Adiletta has been the Chairman, President and Chief Executive Officer since November 2015. He is a consummate business executive with a dynamic career combining operational, financial, and sales management responsibilities within highly competitive organizations, industries, and markets. He has demonstrated expertise in implementing acquisition programs and strategies to support organizational growth. He also has extensive expertise in building, revitalizing, and optimizing a company’s organizational infrastructure, processes, measurement systems, and sales/marketing strategies to maximize results. Presently Mr. Adiletta serves as a Director of Skkynet Cloud Systems, Inc. (OTCQB: SKKY) and is the founder of PCS Management Group, a management advisory firm since 1993. Mr. Adiletta has a BA degree from Clark University.
Lowell Holden, Chief Financial Officer and Director - Lowell Holden has been the Chief Financial Officer of the Company since September of 2016. Since 1983, Mr. Holden has owned and operated his own consulting firm, LS Enterprises, Inc., which provides business consulting, accounting and other services to businesses. Since July 2014, Mr. Holden has served as the Chief Financial Officer and a Director of Nascent Biotech, Inc. (OTCQB: NBIO), which is actively developing its primary asset Pritumumab for the treatment of brain cancer and pancreatic cancer. Presently Mr. Holden serves as the Chief Financial Officer of Skkynet Cloud Systems, Inc. (OTCQB: SKKY) and Chief Executive Officer and director of PTS, Inc. (OTCPink: PTSH). Mr. Holden also has a background in assisting companies in fulfilling their financial auditing and SEC reporting requirements. Mr. Holden has a BS degree from Iowa State University.
Sean Carrick – Director - Sean Carrick brings to the Company a career that spans more than 25 years of experience building and leading successful medical device, pharmaceutical and biotech companies in large, mid-cap and venture-backed stages. Since July 2014, Mr. Carrcik is the President and a Director of Nascent Biotech, Inc. (OTCQB: NBIO),. Previously, Mr. Carrick served as President of Silver Star Mining Corporation from January 2013 to November 2013, where he was responsible for business management and strategic direction. Prior to Silverstar, Mr. Carrick served as Director of Sales, Southern US, from August 2010 through November 2012 at Maquet Medical Systems, and Florida Director of Sales at the Linvatec Division of Conmed Corporation from December 2007 through July 2010. Mr. Carrick holds a BS Degree in Economics and Business Administration from Duquesne University and strategic leadership and management certificates from the Cogency Group, Eckerd College, and Maquet Medical Systems.
The Board of Directors acts as the Audit Committee and the Board of Directors has no separate committees. The Company has no qualified financial expert at this time because it has not been able to hire a qualified candidate. The Company intends to continue to search for a qualified individual for hire.
Family Relationships.
There are no family relationships between any of our directors or executive officers.
Involvement in Certain Legal Proceedings.
On November 30, 2020, the Company filed a civil action in the Superior Court of New Jersey Law Division: Somerset County against Denis Salins, an ex-employee and shareholder, for breach of contract, breach of employment contract, fraud and misrepresentation, breach of the implied and express covenant of good faith and fair dealing, and breach of fiduciary duty, seeking the reimbursement of various amounts paid, discharge of accrued amounts, and related expenses relating to the acquisition of his company.
18
Code of Ethics.
We have adopted a Code of Ethics which covers the Chief Executive Officer and Chief Financial Officer, which is administered and monitored by the Board of Directors as a whole.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules of the Securities and Exchange Commission (SEC) require our directors, executive officers and persons who own more than 10% of our common stock to file reports of their ownership and changes in ownership of our common stock with the SEC. Based solely upon a review of copies of such forms filed on Forms 3, 4, and 5, and amendments thereto furnished to us, we determined that no director, executive officer or beneficial owner of more than 10% of our common stock failed to file a report on a timely basis during the year ended December 31, 2020.
Item 11. Executive Compensation
Executive Officer Compensation
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||||||
| John X. Adiletta | 2019 | 180,000 | — | — | — | — | — | — | 180,000 | ||||||||||||||||||||||||||
| Chief Executive Officer | 2020 | 180,000 | — | — | — | — | — | — | 180,000 | ||||||||||||||||||||||||||
| Denis Salins | 2019 | 150,000 | — | — | — | — | — | — | 150,000 | ||||||||||||||||||||||||||
| Chief Technology Officer | 2020 | 12,500 | — | — | — | — | — | — | 12,500 | ||||||||||||||||||||||||||
| Lowell Holden | 2019 | — | — | 13,513 | — | — | — | — | 13,513 | ||||||||||||||||||||||||||
| Chief Financial Officer | 2020 | — | — | 13,513 | — | — | — | — | 13,513 | ||||||||||||||||||||||||||
Outstanding Equity Awards at the End of the Fiscal Year
On January 30, 2016, the board of directors, with the approval of a majority of the shareholders of the Company, adopted the 2016 Equity Incentive Plan (the “Plan”) which will be administered by a committee appointed by the board of directors.
On December 12, 2017, the Board of Directors approved the issuance of ninety thousand (90,000) options which are exercisable at $0.001 per share to a third party for services effective January 1, 2018. The fair value of the options was $48,510.
Director Compensation
In 2020 and 2019, two members of the board of directors of the Company were compensated 25,000 shares each of common stock for services in such capacity with a total fair market value of $27,027, based on the recent cash sales.
19
Bonuses and Deferred Compensation
We do not have any bonus, deferred compensation or retirement plans. All decisions regarding compensation are determined by our Board of Directors.
Options and Stock Appreciation Rights
On January 30, 2016, the board of directors, with the approval of a majority of the shareholders of the Company, adopted the 2016 Equity Incentive Plan (the “Plan”) which is administered by a committee appointed by the Board of Directors.
On December 12, 2017, the Board of Directors approved the issuance of ninety thousand (90,000) options which are exercisable at $0.001 per share to a third party for services effective January 1, 2018. The fair value of the options was $48,510.
Payment of Post-Termination Compensation
We do not have change-in-control agreements with our directors or executive officer, and we are not obligated to pay severance or other enhanced benefits to our executive officer upon termination of her employment.
Employment Agreements
Currently, the Company has no employment agreements.
Board of Directors
Our directors hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified. Our officers are elected by and serves at the discretion of the Board of Directors.
20
Item 12. Security Ownership of Certain Beneficial Owners And Management.
(a) Security ownership of certain beneficial owners.
The following table sets forth, as of September 7, 2021, the number of shares of common stock owned of record and beneficially by our executive officers, directors and persons who hold 5% or more of the outstanding shares of common stock of the Company. The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.
| Name of Owner | Number of Common Shares Owned | Percentage of Common Stock (1) | ||||||
| 5% or greater stockholders | ||||||||
| PTS, Inc. 28494 Westinghouse Place Suite 213 Valencia, CA 91355 | 3,611,754 | 35.2 | % | |||||
| Named Executive Officers and Directors | ||||||||
| John X. Adiletta c/o EMR Technology Solutions, Inc. 90 Washington Valley Road Bedminster, NJ 07921 | 2,500,000 | 24.4 | % | |||||
| Denis Salins c/o EMR Technology Solutions, Inc. 90 Washington Valley Road Bedminster, NJ 07921 | 275,000 | 2.6 | % | |||||
| Lowell Holden (2) c/o EMR Technology Solutions, Inc. 90 Washington Valley Road Bedminster, NJ 07921 | 75,000 | * | ||||||
| Sean Carrick c/o EMR Technology Solutions, Inc. 90 Washington Valley Road Bedminster, NJ 07921 | 75,000 | * | ||||||
| All Directors, and Officers As a Group (4) | 2,925,000 | 28.5 | % | |||||
| (1) | Based on 10,246,854 shares of common stock outstanding as of September 7, 2021. |
| (2) | * Less than one percent |
21
Description of Securities
Common Stock
The Company is authorized by its Certificate of Incorporation to issue an aggregate of 70,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”). As of September 7, 2021, 10,246,854 shares of Common Stock were issued and outstanding.
The holders of our Common Stock (i) have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our board of directors; (ii) are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs; (iii) do not have pre-emptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and (iv) are entitled to one non-cumulative vote per share on all matters on which shareholders may vote.
The shares of our Common Stock are not subject to any future call or assessment and all have equal voting rights. There are no special rights or restrictions of any nature attached to any of the shares of our Common Stock and they all rank at equal rate or “pari passu”, each with the other, as to all benefits, which might accrue to the holders of the shares of our Common Stock. All registered shareholders are entitled to receive a notice of any general annual meeting to be convened.
At any general meeting, subject to the restrictions on joint registered owners of shares of our Common Stock, on a showing of hands every shareholder who is present in person and entitled to vote has one vote, and on a poll every shareholder has one vote for each share of our Common Stock of which he is the registered owner and may exercise such vote either in person or by proxy. Holders of shares of our Common Stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.
Indemnification of Directors and Officers.
Our directors and officers are indemnified as provided by the Nevada Revised Statutes. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
On June 30, 2018, September 30, 2018, and December 31, 2018, the holder of the FMS Note, a related party, converted $33,038 of interest due for each period to additional principal on the FMS Note accruing at six percent (6.0%) annual interest. On June 30, 2019, the FMS Note was amended to change the beginning repayment period from June 30, 2019 to September 30, 2019. The payments due have not been made and the noteholder has not notified the Company of any event of default.
22
Item 14. Principal Accounting Fees And Service
The following table presents for each of the last two fiscal years the aggregate fees billed in connection with the audits of our financial statements and other professional services rendered by our independent registered public accounting firm Liggett & Webb, P.A., Certified Public Accountants.
| 2020 | 2019 | |||||||
| Audit fees | $ | 38,624 | 44,900 | |||||
| Audit related fees | — | — | ||||||
| Tax fees | 2,000 | 2,000 | ||||||
| All other fees | — | — | ||||||
Audit fees represent the professional services rendered for the audit of our annual financial statements and the review of our financial statements included in quarterly reports, along with services normally provided by the accounting firm in connection with statutory and regulatory filings or engagements. Audit-related fees represent professional services rendered for assurance and related services by the accounting firm that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees. Services provided by the audit firm are reviewed and approved by the audit committee prior to engagement of the audit firm.
Tax fees represent professional services rendered by the accounting firm for tax compliance, tax advice, and tax planning. All other fees represent fees billed for products and services provided by the accounting firm, other than the services reported for in the other categories.
23
Item 15. Exhibits, Financial Statement Schedules.
(a) The following financial statements and schedules are filed as part of this report:
Consolidated Financial Statements of EMR Technology Solutions, Inc. for years ended December 31, 2020 and December 31, 2019.
(b)
| Exhibit
Number |
Description | |
| 31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2 | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
24
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned; thereunto duly authorized, on September 7, 2021.
| EMR TECHNOLOGY SOLUTIONS, INC. | ||
| By: | /s/ John X. Adiletta | |
| John X. Adiletta, Chief Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on September 7, 2021.
| Signature | Title | |
| /s/ John X. Adiletta | Chairman, Chief Executive Officer | |
| John X. Adiletta | (Principal Executive Officer) and Director | |
| /s/ Lowell Holden | Chief Financial Officer (Principal Financial Officer), | |
| Lowell Holden | Principal Accounting Officer, Secretary | |
| /s/ Sean Carrick | Director | |
| Sean Carrick |
25
EMR TECHNOLOGY SOLUTIONS, INC.
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
EMR Technology Solutions, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of EMR Technology Solutions, Inc. (the Company) as of December 31, 2020 and 2019, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2020, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph – Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has recurring losses, a working capital deficit, and an accumulated deficit. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Contingencies
As described in Note 4 to the consolidated financial statements, the Company is involved in a legal proceeding. Where a liability is reasonably possible and may be material, such matters have been disclosed. Management exercised judgment and assessed the probability of occurrence based on the ability to predict the number of claims that may be filed and whether it can reasonably estimate any loss or range of loss that may arise from that proceeding.
Auditing management’s accounting for, and disclosure of, loss contingencies was highly judgmental as it involved our assessment of the significant judgments made by management when assessing the probability of occurrence or when determining whether an estimate of the loss or range of loss could be made.
To test the Company’s assessment of the probability of occurrence or determination of an estimate of loss, or range of loss, among other procedures, we read the legal documentations, reviewed opinions provided to the Company by certain outside legal counsel, read letters received directly by us from external counsel, and evaluated the current status of contingencies based on discussions with legal counsel. We also evaluated the appropriateness of the related disclosures.
| /s/ Liggett & Webb, P.A. | |
| We have served as the Company’s auditor since 2016. | |
| Boynton Beach, Florida | |
| September 7, 2021 | |
F-2
EMR TECHNOLOGY SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2020 AND DECEMBER 31, 2019
| December 31, 2020 | December 31, 2019 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | 14,313 | $ | 10,985 | ||||
| Accounts receivable, net | 10,844 | 17,118 | ||||||
| Prepaid expenses | 2,040 | 3,240 | ||||||
| Total Current Assets | 27,197 | 31,343 | ||||||
| Other Assets: | ||||||||
| Security Deposit | 1,450 | 1,450 | ||||||
| Software, net | — | 36,250 | ||||||
| Customer lists, net | 19,111 | 57,936 | ||||||
| Total other assets | 20,561 | 95,636 | ||||||
| TOTAL ASSETS | $ | 47,758 | $ | 126,979 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | 246,508 | $ | 383,035 | ||||
| Accrued expenses | 720,618 | 641,665 | ||||||
| Deferred revenue | 31,199 | 45,223 | ||||||
| Factor advance, net | 66,412 | 79,701 | ||||||
| Promissory notes – related party | — | 533,037 | ||||||
| Promissory notes | 1,308,250 | 645,550 | ||||||
| Total Current Liabilities | 2,372,987 | 2,328,211 | ||||||
| Long-Term Liabilities: | ||||||||
| PPP loan | 46,700 | — | ||||||
| SBA loan | 150,000 | — | ||||||
| Total Long-Term Liabilities | 196,700 | — | ||||||
| TOTAL LIABILITIES | 2,569,687 | 2,328,211 | ||||||
| Commitments and Contingencies (See Note 4) | — | — | ||||||
| Stockholders’ Deficit: | ||||||||
| Common Stock, 70,000,000 shares authorized, $.001 par value, 10,246,854 and 10,151,854 shares issued and outstanding in 2020 and 2019, respectively | 10,247 | 10,152 | ||||||
| Additional paid in capital | 4,260,128 | 4,081,372 | ||||||
| Accumulated deficit | (6,792,304 | ) | (6,292,756 | ) | ||||
| Total stockholders’ deficit | (2,521,929 | ) | (2,201,232 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | 47,758 | $ | 126,979 | ||||
The Notes to the Consolidated Financial Statements are an integral part of these statements.
F-3
EMR TECHNOLOGY SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2020 AND DECEMBER 31, 2019
| For the Year ended December 31, 2020 | For the Year ended December 31, 2019 | |||||||
| Revenues | ||||||||
| Service revenues | $ | 63,512 | $ | 133,926 | ||||
| Contract revenues | 333,023 | 432,951 | ||||||
| Total revenues | 396,535 | 566,877 | ||||||
| Cost and expenses: | ||||||||
| Cost of revenues | 52,799 | 76,322 | ||||||
| Selling, general and administrative expense | 593,164 | 824,177 | ||||||
| Amortization | 75,075 | 542,881 | ||||||
| Total operating expenses | 721,038 | 1,443,380 | ||||||
| Loss from operations | (324,503 | ) | (876,503 | ) | ||||
| Other Income (Expense) | ||||||||
| EIDL grant | 6,000 | — | ||||||
| Interest expense | (177,171 | ) | (186,353 | ) | ||||
| Total other expense | (171,171 | ) | (186,353 | ) | ||||
| Loss before income taxes | (495,674 | ) | (1,062,856 | ) | ||||
| Provision for income taxes | (3,874 | ) | (2,248 | ) | ||||
| Net Loss | $ | (499,548 | ) | $ | (1,065,104 | ) | ||
| Basic and diluted net loss per common share | $ | (0.05 | ) | $ | (0.11 | ) | ||
| Basic and diluted Weighted Average Number of Common Shares | 10,160,869 | 10,115,466 | ||||||
The Notes to the Consolidated Financial Statements are an integral part of these statements.
F-4
EMR TECHNOLOGY SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
| Total | ||||||||||||||||||||
| Additional | Stockholders’ | |||||||||||||||||||
| Common Stock | Paid in | Accumulated | Equity | |||||||||||||||||
| Shares | Par Value | Capital | Deficit | (Deficit) | ||||||||||||||||
| Balance at December 31, 2018 | 10,064,754 | 10,065 | 4,034,572 | (5,227,652 | ) | (1,183,015 | ) | |||||||||||||
| Shares Cancelled | (400 | ) | — | (410 | ) | — | (410 | ) | ||||||||||||
| Issuance of Common Stock for Directors Fees | 50,000 | 50 | 26,977 | — | 27,027 | |||||||||||||||
| Issuance of Common Stock for Employee Services | 37,500 | 37 | 20,233 | — | 20,270 | |||||||||||||||
| Net Loss | — | — | — | (1,065,104 | ) | (1,065,104 | ) | |||||||||||||
| Balance at December 31, 2019 | 10,151,854 | $ | 10,152 | $ | 4,081,372 | $ | (6,292,756 | ) | $ | (2,201,232 | ) | |||||||||
| In kind contribution for CEO services | — | — | 127,500 | — | 127,500 | |||||||||||||||
| Issuance of Common Stock for Directors Fees | 50,000 | 50 | 26,977 | — | 27,027 | |||||||||||||||
| Issuance of Common Stock for Employee Services | 45,000 | 45 | 24,279 | — | 24,324 | |||||||||||||||
| Net Loss | — | — | — | (499,548 | ) | (499,548 | ) | |||||||||||||
| Balance at December 31, 2020 | 10,246,854 | 10,247 | $ | 4,260,128 | $ | (6,792,304 | ) | $ | (2,521,929 | ) | ||||||||||
The Notes to the Consolidated Financial Statements are an integral part of these statements.
F-5
EMR TECHNOLOGY SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
| For the Year ended December 31, 2020 | For the Year ended December 31, 2019 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net Loss | $ | (499,548 | ) | $ | (1,065,104 | ) | ||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Stock issued for services | 51,351 | 47,297 | ||||||
| Amortization | 75,075 | 542,881 | ||||||
| In kind contribution of services | 127,500 | — | ||||||
| Provision for (recovery of) bad debt | 5,135 | (895 | ) | |||||
| Amortization of debt discount | 50,535 | 49,828 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 1,139 | 62,425 | ||||||
| Accounts payable and accrued expenses | 72,089 | 414,455 | ||||||
| Deferred revenue | (14,024 | ) | (29,928 | ) | ||||
| Other assets | 1,200 | 1,200 | ||||||
| Net Cash Provided by (Used in) Operating Activities | (129,548 | ) | 22,159 | |||||
| Cash Flows From Financing Activities: | ||||||||
| Cancellation of shares | — | (410 | ) | |||||
| PPP loan | 46,700 | — | ||||||
| SBA loan | 150,000 | — | ||||||
| Repayment of factoring advance | (215,642 | ) | (209,884 | ) | ||||
| Proceeds from factoring advance | 151,818 | 190,000 | ||||||
| Net Cash Provided by (Used in) Financing Activities | 132,876 | (20,294 | ) | |||||
| Net Change in Cash and cash equivalents | 3,328 | 1,865 | ||||||
| Cash and cash equivalents at Beginning of the Year | 10,985 | 9,120 | ||||||
| Cash and cash equivalents at End of the Year | $ | 14,313 | $ | 10,985 | ||||
| Cash paid for interest | $ | 37,500 | $ | 52,750 | ||||
| Cash paid for taxes | $ | 874 | $ | 2,248 | ||||
| Non Cash Investing & Financing Activities: | ||||||||
| Conversion of accounts payable into a promissory note | $ | — | $ | 95,550 | ||||
| Conversion of purchase price adjustment into promissory note | $ | 129,663 | $ | — | ||||
The Notes to the Consolidated Financial Statements are an integral part of these statements.
F-6
EMR TECHNOLOGY SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020 AND DECEMBER 31, 2019
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
(A) Organization
The Company is a Nevada corporation formed on November 3, 2015. It was formed as a holding company whose principal activities consists of acquiring electronic medical records and relates services companies. Its fiscal year end is December 31. To date, the Company has financed and acquired four electronic medical records companies.
(B) Use of Estimates
In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include the allocation of purchase price to fair value of assets acquired, allowance for bad debt, determination of useful lives, impairment of intangible assets, valuation of deferred taxes, and stock-based compensation.
(C) Cash and Cash Equivalents
The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At December 31, 2020 and December 31, 2019, the Company had no cash equivalents.
(D) Accounts Receivable
Accounts Receivable are carried at original invoice amount less an estimate made for doubtful accounts. Specific reserves are estimated by management based on certain assumptions and variables, including the customer’s financial condition, age of the customer’s receivables, and changes in payment histories. Accounts Receivable are written off when management determines the likelihood of collection is remote. Interest is not charged on accounts receivable that are past due. The Company recorded an allowance for doubtful accounts of $5,115 and $0 as of December 31, 2020 and December 31, 2019, respectively.
(E) Advertising
Advertising costs are expensed as incurred. Advertising expenses for the years ended December 31, 2020 and December 31, 2019 were $0 and $0, respectively.
(F) Principles of Consolidation
The 2020 and 2019 consolidated financial statements include the operations of EMR Technology Solutions, Inc., its wholly owned subsidiaries First Medical Solutions, Inc., EMRgence, LLC, Empower Technologies, Inc., and Digital Medical Solutions, Inc.
All significant intercompany accounts and transactions have been eliminated in consolidation.
(G) Income Taxes
The Company accounts for income taxes under ASC 740-10-25. Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
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The Company also follows the provisions of ASC 740-10, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The tax returns for the years ended December 31, 2020, 2019, 2018, 2017, and 2016 are subject to examination by the Internal Revenue Service.
(H) Furniture and Computer Equipment
Office Furniture and Computer Equipment are capitalized at cost, net of accumulated depreciation. Depreciation is calculated by using the straight-line method over the estimated useful lives of the assets, which is five to seven years for all categories. Repairs and maintenance are charged to expense as incurred. Expenditures for betterments and renewals are capitalized. The cost of computer equipment and the related accumulated depreciation are removed from the accounts upon retirement or disposal with any resulting gain or loss being recorded in operations.
| Asset Category | Depreciation/ Amortization Period | ||
| Furniture and fixtures | 7 Years | ||
| Computer equipment | 3 Years |
Computer and equipment and website costs consisted of the following:
| December 31, 2020 | December 31, 2019 | |||||||
| Computer equipment | $ | — | $ | 12,758 | ||||
| Furniture and Fixtures | — | 1,254 | ||||||
| Total | — | 14,012 | ||||||
| Accumulated depreciation | — | (14,012 | ) | |||||
| Balance | $ | — | $ | — | ||||
During the year ended December 31, 2020, the Company disposed the computer and equipment and website costs and recognized no gain or loss on the disposals.
(I) Amortization and Impairment of Long-Lived Assets
Amortization and Impairment of long-lived assets are non-cash expenses relating primarily to intangible assets. The Company accounts for long-lived assets in accordance with the provisions of FASB ASC 360-10, “Accounting for the Impairment or Disposal of Long-Lived Assets”. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Software costs are amortized over three (3) years. Non-compete costs are amortized over three (3) years and Customer Lists are amortized over five (5) years. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the years December 31, 2020 and 2019, we recorded an impairment expense $0 and $0, respectively. During the years December 31, 2020 and 2019, we recorded amortization expenses of $75,075 and $542,881, respectively.
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(J) Fair Value Measurements and Fair Value of Financial Instruments
The carrying amounts of cash, accounts receivable, prepaid expenses, accounts payable, accrued expenses, and notes payable, approximate their fair values as of December 31, 2020 and 2019, respectively because of their short-term maturities.
The Company adopted FASB ASC Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.
Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.
Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.
The Company did not identify any assets or liabilities that are required to be presented on the balance sheets at fair value in accordance with ASC Topic 820.
(K) Business Segments
The Company operates in one segment and therefore segment information is not presented.
(L) Revenue Recognition
The Company accounts for revenue in accordance with Topic 606, which the Company adopted on January 1, 2018, using the modified retrospective method. The adoption of Topic 606 did not have a material impact on the timing or amounts of revenue recognized in our consolidated financial statements and therefore did not have a material impact on our financial position, results of operations, equity or cash flows as of the adoption date or for the year ended December 31, 2020. The Company did not recognize any cumulative-effect adjustment to retained earnings upon adoption as the impact was immaterial. Also, the comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.
Revenues are recognized when the Company satisfies a performance obligation by transferring control of the promised goods or services to our customers at a point in time, in an amount specified in the contract with our customer and that reflects the consideration The Company expect to be entitled to in exchange for those goods or services. The Company also assesses our customer’s ability and intention to pay, which is based on a variety of factors including our customer’s historical payment experience and financial condition.
The Company derives revenue from the sale of hardware and software licenses when the products are installed and all required post implementation services are completed. The Company recognizes revenue from consulting services as the services are performed. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer under Topic 606.
A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of our contracts with customers contain a single performance obligation to provide agreed-upon products or services. For contracts with multiple performance obligations, we allocate revenue to each performance obligation based on its relative standalone selling price. In accordance with Topic 606, we do not assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer. The timing of our performance often differs from the timing of invoicing, which results in the recording of deferred revenue. Deferred revenue will be recognized when performance obligation is satisfied.
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(M) Stock-Based Compensation
The Company accounts for stock-based instruments issued to employees and non-employees for services in accordance with ASC Topic 718. ASC Topic 718 requires the Company to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The value of the portion of an employee award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method.
(N) Basic and Diluted Net Loss Per Common Share
In accordance with ASC 260-10, “Earnings Per Share”, basic net loss per common share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. As of December 31, 2020, and December 31, 2019, the Company has 1,334,600 and 1,049,488 shares of common stock issuable upon the conversion of notes payable and 90,000 and 90,000 stock options that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the years ended December 31, 2020 and December 31, 2019.
(O) Recent Accounting Pronouncements
We have implemented all new accounting standards that are in effect and may impact our unaudited condensed consolidated financial statements and do not believe that there are any other new accounting standards that have been issued that might have a material impact on our financial position or results of operations.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. The FASB’s amendments primarily impact ASC 740, Income Taxes, and may impact both interim and annual reporting periods. ASU 2019-12 will be effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years and early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2019-12.
Accounting standards-setting organizations frequently issue new or revised accounting rules. We regularly review all new pronouncements to determine their impact, if any, on our financial statements.
NOTE 2 – GOING CONCERN
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company sustained a net loss and used cash in operating activities for the year ended December 31, 2020. The Company also has a working capital deficit and an accumulated deficit at December 31, 2020. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital to sustain its current level of operations.
Management plans to continue raising additional capital through private placements and is exploring additional avenues for future fund-raising through both public and private sources.
The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
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NOTE 3 – PROMISSORY NOTES, FACTOR ADVANCES, PPP LOAN, AND SBA LOAN
The $700,000 FMS Note to a related party has an interest rate of ten percent (10%) per annum for a period of two (2) years and fully amortizes during the third (3rd) year. The related party is the Company’s Chief Technology Officer. The note can be converted at any time, at the option of the holder, into shares of the Company’s stock at a conversion price of $1.00 per share. On October 31, 2016, the holder of the FMS Note converted $200,000 of the note for 200,000 shares of common stock. The Company has recorded loss on conversion of debt of $72,000. On November 15, 2017, the Board of Directors approved an amendment to the FMS Note changing the conversion provision from $3.00 per share to $1.00 per share. On December 31, 2017, the holder of the FMS Note converted $25,000 of interest due for 25,000 shares of common stock. On June 30, 2018, September 30, 2018, and December 31, 2018, the holder of the FMS Note converted $33,038 of interest due for each period to additional principal on the FMS Note accruing at six percent (6.0%) annual interest. On June 30, 2019, the FMS Note was amended to change the beginning repayment period from June 30, 2019 to September 30, 2019 for 3 quarterly installments thereafter. The payments due on September 30, 2019, December 31, 2019, and March 31, 2020 were not paid and the noteholder has not notified the Company of any event of default. As of December 31, 2020 and 2019, the balance on this note is $533,037.
The Company issued a three (3) year convertible promissory note (the “EMRG Note”) for two hundred thousand dollars ($200,000). The EMRG Note has an interest rate of eight percent (8%) per annum for a period of one (1) year and fully amortizes during the next two (2) years. The note is secured with a pledge of forty percent (40%) of the membership interests acquired. The note can be converted at any time, at the option of the holder, into shares of the Company’s stock at a conversion price of $3 per share. On December 29, 2017, the EMRG Note was amended to change the beginning repayment period from December 31, 2017 to March 31, 2018 for $50,000 and 7 equal quarterly installments of $25,000 each thereafter and the interest rate was increased from 6% to 8% annually. On March 31, 2018, the EMRG Note was amended to change the beginning repayment period from March 31, 2018 to October 1, 2018 for $100,000 and 4 equal quarterly installments of $25,000 each thereafter. On September 30, 2018, the EMRG Note was amended to change the beginning repayment period from March 31, 2018 to January 1, 2019 for $125,000 and 3 equal quarterly installments of $25,000 each thereafter. Effective January 1, 2019, the EMRG Note was amended to change the beginning repayment period from January 1, 2019 to June 30, 2019 for $125,000 and 2 equal quarterly installments of $37,500 each thereafter. On June 30, 2019, the EMRG Note was amended to change the principal payment of $200,000 and accrued interest to October 31, 2019. The payments due on October 31, 2019 were not paid and the noteholder has not notified the Company of any event of default. As of December 31, 2020 and 2019, the balance on this note is $200,000.
The Company issued a three (3) year unsecured convertible promissory note (the “ETI Note”) for one hundred fifty thousand dollars ($150,000). The ETI Note has an interest rate of six percent (6%) per annum for a period of two (2) years and fully amortizes during the third (3rd) year. The note can be converted at any time, at the option of the holder, into shares of the Company’s stock at a conversion price of $3 per share. Effective March 31, 2019, the ETI Note was amended to change the beginning repayment period from March 31, 2019 to September 30, 2019 for $37,500 and 3 equal quarterly installments of $37,500 each thereafter. On March 31, 2019, the Board of Directors approved an amendment to the ETI Note changing the conversion provision from $3.00 per share to $1.00 per share. On June 30, 2019, the ETI Note was amended to change the beginning repayment period to September 30, 2019 for $75,000 and 2 quarterly installments of $37,500 thereafter. The payment due on September 30, 2019, December 31, 2019, and March 31, 2020 were not paid and the noteholder has not notified the Company of any event of default. As of December 31, 2020 and 2019, the balance of this note is $150,000.
The Company issued a three (3) year unsecured convertible promissory note (the “DMSI Note”) for two hundred fifty thousand dollars ($250,000). The DMSI Note has an interest rate of six percent (6%) per annum for a period of one (1) year and fully amortizes during the next two (2) years. The note can be converted at any time, at the option of the holder, into shares of the Company’s stock at a conversion price of $1.00 per share. On December 20, 2017, the Agreement was amended to remove the purchase price adjustment for EBITDA. On December 20, 2017, the Note was amended to change the interest only period from one year to two years, changing the beginning of principal payments from December 31, 2017 to December 31, 2018 and to increase the annual interest rate from 6% to 8% commencing January 1, 2018. On December 22, 2017, the Board of Directors approved an amendment to the Note changing the conversion provision from $3.00 per share to $1.00 per share. On December 29, 2017, the Board of Directors approved the request by the holder of the DMSI Note to convert $50,000 principal of the DMSI Note into 50,000 shares of the Company’s common stock. On December 31, 2018, the DMSI Note was amended to change the beginning repayment period from December 31, 2018 to June 30, 2019 for $50,000 and 3 quarterly installments of $50,000 thereafter. On April 30, 2019, $95,550 of accounts payable was added the DMSI Note. On June 30, 2019, the DMSI Note was amended to change the beginning repayment period from June 30, 2019 to September 30, 2019 for 3 quarterly installments. The payments due on September 30, 2019, December 31, 2019 and March 31, 2020 were not paid and the noteholder has notified the Company of an event of default. In October 2020, $129,663 of purchase price adjustment was converted to the DMSI Note. As of December 31, 2020 and 2019, the balance of this note is $452,213 and $295,550, respectively.
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On January 18, 2018, the Company entered into a Revenue Based Factoring Agreement with a third party. Under the agreement, the Company sold $74,919 (the “Purchase Price”) in future accounts and contract rights for $56,500. The advance was received by the Company on January 31, 2018. The difference between the amount sold and the purchase price of $18,419 was recorded as a debt discount. In exchange for the purchased amount, the Company authorized the third party to ACH debit $305 daily from the Company’s bank account until the purchased amount is fully received.
On September 26, 2018, the Company entered into a Revenue Based Factoring Agreement with a third party. Under the agreement, the Company has sold $125,875 (the “Purchase Price”) in future accounts and contract rights for $95,000. The advance was received by the Company on September 28, 2018. A portion of the proceeds was used to satisfy the balance due on the January 18, 2018 Factoring Agreement. The difference between the amount sold and the purchase price of $30,875 has been recorded as a debt discount. In exchange for the purchased amount, the Company authorized the third party to ACH debit $473 daily from the Company’s bank account until the purchased amount is fully received. As of March 15, 2019, the balance due was fully repaid using the proceeds received from the March 15, 2019 Factoring Agreement described below. The Company fully amortized $15,438 of debt discount during the year ended December 31, 2019.
On March 15, 2019, the Company entered into a Revenue Based Factoring Agreement with a third party. Under the agreement, the Company has sold $124,450 (the “Purchase Price”) in future accounts and contract rights for $95,000. The advance was received by the Company on March 15, 2019. A portion of the proceeds was used to satisfy the balance due on the September 26, 2018 Factoring Agreement described above. The difference between the amount sold and the purchase price of $29,450 has been recorded as a debt discount. In exchange for the purchased amount, the Company authorized the third party to ACH debit $506 daily from the Company’s bank account until the purchased amount is fully received. As of November 1, 2019, the balance due was fully repaid using the proceeds received from October 31, 2019 Factoring Agreement described below. The Company fully amortized $29,450 of debt discount during the year ended December 31, 2019.
On October 31, 2019, the Company entered into a Revenue Based Factoring Agreement with a third party. Under the agreement, the Company has sold $124,450 (the “Purchase Price”) in future accounts and contract rights for $95,000. The advance was received by the Company on November 1, 2019. A portion of the proceeds was used to satisfy the balance due on the March 15, 2019 Factoring Agreement described above. The difference between the amount sold and the purchase price of $29,450 has been recorded as a debt discount. In exchange for the purchased amount, the Company authorized the third party to ACH debit $506 daily from the Company’s bank account until the purchased amount is fully received. As of December 31, 2019, the balance due was $79,701, net of debt discount of $24,509. The Company amortized $5,122 of debt discount during the year ended December 31, 2019. As of April 28 2020, the balance due was fully repaid using the proceeds received from the April 27, 2020 Factoring Agreement described below. The Company fully amortized the remaining debt discount upon repayment.
On April 27, 2020, the Company entered into a Revenue Based Factoring Agreement with a third party. Under the agreement, the Company has sold $100,632 (the “Purchase Price”) in future accounts and contract rights for $76,818. The advance was received by the Company on April 28, 2020. A portion of the proceeds was used to satisfy the balance due on the October 31, 2019 Factoring Agreement described above. The difference between the amount sold and the purchase price of $23,814 has been recorded as a debt discount. In exchange for the purchased amount, the Company authorized the third party to ACH debit $421 daily from the Company’s bank account until the purchased amount is fully received. As of November 18, 2020, the balance due was fully repaid using the proceeds received from the November 18, 2020 Factoring Agreement described below. The Company fully amortized $23,814 of debt discount upon repayment.
On May 8, 2020, the Company received $46,700 from the Paycheck Protection Program (the “Loan”) established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) of 2020. The proceeds of this loan may be fully forgiven in the event that at least 60% is used for payroll and the balance for utilities within the first 24 weeks of receipt of the proceeds. The Company intends to use the entire proceeds on payroll and anticipates that the Loan will be forgiven. The term of the Loan, less any forgiven portion, is for 2 years at an annual rate of interest of 1.0%. On May 28, 2021, the Company was notified that it had been approved for forgiveness of $43,254 by the SBA from its Payroll Protection Plan Loan. The remaining $3,446 has been converted to an amortizing term loan with a first payment due on July 13, 2021 (see Note 8).
On June 23, 2020, the Company received a loan of $150,000 from the Small Business Administration from a program established under the Cares Act. The proceeds may be used as working capital for Company expenses. Installment payments, including principal and interest, of $731.00 monthly, will begin 12 months from the date of the promissory note. The balance of principal and interest will be payable 30 years from the date of the promissory note at an annual interest rate of 3.75%. The collateral for the loan is the tangible and intangible assets of the Company.
F-12
On November 18, 2020, the Company entered into a Revenue Based Factoring Agreement with a third party. Under the agreement, the Company has sold $98,250 (the “Purchase Price”) in future accounts and contract rights for $75,000. The advance was received by the Company on November 20, 2020. A portion of the proceeds was used to satisfy the balance due on the April 27, 2020 Factoring Agreement described above. The difference between the amount sold and the purchase price of $23,250 has been recorded as a debt discount. In exchange for the purchased amount, the Company authorized the third party to ACH debit $400 daily from the Company’s bank account until the purchased amount is fully received. The Company amortized $2,212 of debt discount during the year ended December 31, 2020. As of December 31, 2020, the balance due was $66,412, net of debt discount of $21,038. As of July 1, 2021, the balance due was fully repaid using the proceeds received from the June 28, 2021 Factoring Agreement described in Note 8.
The minimum annual principal payments of notes payable and factor advance at December 31, 2020 were:
| 2021 | $ | 1,308,250 | |
| 2022 | $ | 87,450 | |
| 2023 | $ | 46,700 | |
| Thereafter | $ | 150,000 | |
| Total minimum principal payments | $ | 1,592,400 |
NOTE 4 – COMMITMENTS AND CONTINGENCIES
Commitments
On January 15, 2020, the Company entered into a one-year lease for office space, effective February 1, 2020 for a monthly rent of $1,228 per month. The lease expired January 31, 2021. On January 15, 2021, the Company entered into a new one-year lease. The monthly rent is $345. Rent expense for the year ended December 31, 2020 and 2019 was $14,865 and $14,305, respectively.
The minimum annual lease payments for 2021 and beyond are:
| 2021 | $ | 5,023 | |
| 2022 | 345 | ||
| Total minimum lease payments | $ | 5,368 |
Litigation
On November 30, 2020, the Company filed a civil action in the Superior Court of New Jersey Law Division: Somerset County against Denis Salins, an ex-employee and shareholder, for breach of contract, breach of employment contract, fraud and misrepresentation, breach of the implied and express covenant of good faith and fair dealing, and breach of fiduciary duty, seeking the reimbursement of various amounts paid, discharge of accrued amounts, and related expenses relating to the acquisition of his company.
On March 16, 2021, Denis Salins filed a counterclaim to the Company’s civil action denying all claims of the Company.
Impact of coronavirus (Covid-19) pandemic
We face risks related to the novel coronavirus (Covid-19) which could significantly disrupt our operations, sales, and financial results. Our business will be adversely impacted by the effects of Covid-19. In addition to global macroeconomic effects, the Covid-19 outbreak and any other related adverse public health developments will cause disruption to our operations and sales activities. Our suppliers, third-party distributors, sub-contractors and customers have been and will be disrupted by worker absenteeism, quarantines, and restrictions on our employees’ ability to work, office closures, or other travel or health-related restrictions. In addition, Covid-19 or other disease outbreak will in the short-run and may over the longer term adversely affect the economies and financial markets, resulting in an economic downturn that will affect demand for our products and impact our operating results. There can be no assurance that any decrease in revenues resulting from Covid-19 will be offset by increased revenues in subsequent periods. Although the magnitude of the impact of the Covid-19 outbreak on our business and operations remains uncertain, the continued spread of Covid-19 or the occurrence of other epidemics and the imposition of related public health measures, travel and business restrictions will adversely impact our business, financial condition, operating results, and cash flows. In addition, we have experienced and will experience disruptions to our business operations resulting from quarantines, self-isolations, or other movement and restrictions on the ability of our employees to perform their jobs that may impact our ability to develop and design our products in a timely manner or meet required milestones or customer commitments.
NOTE 5 – STOCKHOLDERS’ EQUITY
(A) - Stock issued for cash
Effective February 15, 2019, by mutual agreement, the Company and two shareholders representing 400 shares of common stock of the Company issued in October 2017, cancelled said shares and refunded $410 to the shareholders.
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(B) - Stock issued for Services
On June 1, 2019, two (2) members of the Board of Directors of the Company were each issued 25,000 of the Company’s common stock with a fair value of $27,027 as compensation for services in such capacity.
On June 1, 2019, two (2) non-executive employees of the Company were each issued 10,000 of the Company’s common stock with a fair value of $10,811 as a bonus for performance.
On June 1, 2019, two (2) non-executive employees of the Company were each issued 5,000 of the Company’s common stock with a fair value of $5,405 as a bonus for performance.
On June 1, 2019, one (1) non-executive employee of the Company was each issued 7,500 of the Company’s common stock with a fair value of $4,054 as a bonus for performance.
On September 4, 2020, two (2) members of the Board of Directors of the Company were each issued 25,000 of the Company’s common stock with a fair value of $27,027 as compensation for services in such capacity.
On September 4, 2020, three (3) non-executive employees of the Company were each issued 10,000 of the Company’s common stock with a fair value of $16,216 as a bonus for performance.
On September 4, 2020, two (2) non-executive employees of the Company were each issued 7,500 of the Company’s common stock with a fair value of $8,108 as a bonus for performance.
(C) - Equity Incentive Plan
On January 30, 2016, the Board of Directors, with the approval of a majority of the shareholders of the Company, adopted the 2016 Equity Incentive Plan (the “Plan”) which will be administered by a committee appointed by the Board.
The Company, under its 2016 Plan, issues options to various officers, directors and consultants. The options may vest immediately or in equal annual installments over a five-year period. All of the options are exercisable at a purchase price determined by the Board of Directors on the date of grant and may have a term of up to 10 years.
On December 12, 2017, the Board of Directors approved the issuance of ninety thousand (90,000) options, with immediate vesting on January 1, 2018, to purchase common stock of the Corporation at a value of $0.001 per share for consulting services. The options will expire five (5) years from the date of the grant, which is January 1, 2018. The Company calculated the fair value of the options by using the Black-Scholes option-pricing model with the following assumptions: no dividend yield; expected volatility of 78%; risk-free interest rate of 1.53%; and an expected life of six months.
The following sets forth the options granted and outstanding as of December 31, 2020:
| Number of Options | Weighted Average Exercise price | Granted Options Exercisable | Intrinsic value | |||||||||||||
| Options outstanding at December 31, 2018 | 90,000 | $ | 0.001 | 90,000 | $ | 0 | ||||||||||
| Granted | — | — | — | — | ||||||||||||
| Exercised | — | — | — | — | ||||||||||||
| Forfeited/Expired | — | — | — | — | ||||||||||||
| Options outstanding at December 31, 2019 | 90,000 | $ | 0.001 | 90,000 | $ | 0 | ||||||||||
| Granted | — | — | — | — | ||||||||||||
| Exercised | — | — | — | — | ||||||||||||
| Forfeited/Expired | — | — | — | — | ||||||||||||
| Options outstanding at December 31, 2020 | 90,000 | $ | 0.001 | 90,000 | $ | 0 | ||||||||||
NOTE 6 – RELATED PARTY TRANSACTIONS
On June 30, 2018, September 30, 2018, and December 31, 2018, the holder of the FMS Note, a related party, converted $33,038 of interest due for each period to additional principal on the FMS Note accruing at six percent (6.0%) annual interest. On June 30, 2019, the FMS Note was amended to change the beginning repayment period from June 30, 2019 to September 30, 2019 for 3 quarterly installments. The payments due on September 30, 2019 and December 31, 2019 were not paid and the noteholder has not notified the Company of any event of default. As of January 31, 2020, the holder of the FMS Note is no longer a related party.
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NOTE 7 – INCOME TAXES
The Jobs act significantly revised the U.S. Corporate income tax by lowering the corporate federal income tax rate from 35% to 21% effective January 1, 2018.
The tax effects of the temporary differences between reportable financial statement income (loss) and taxable income (loss) are recognized as deferred tax assets and liabilities.
| For the Year Ended December 31, 2020 | For the Year Ended December 31, 2019 | |||||||
| Tax expense (benefit) at the statutory rate | $ | (104,905 | ) | $ | (223,672 | ) | ||
| State income taxes (benefit), net of federal income tax benefit | (21,778 | ) | (52,445 | ) | ||||
| Non-deductible expenses | 46,836 | 13,321 | ||||||
| Change in tax rate estimates | (92,722 | ) | 130,666 | |||||
| Change in valuation allowance | 176,443 | 134,378 | ||||||
| Total | $ | 3,874 | $ | 2,248 | ||||
The tax effect of significant components of the Company’s deferred tax assets and liabilities at December 31, 2020 and December 31, 2019, are as follows:
| For the Year Ended December 31, 2020 | For the Year Ended December 31, 2019 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carryforward | $ | 765,472 | $ | 570,750 | ||||
| Amortization and depreciation | 350,053 | 369,673 | ||||||
| Impairment of intangible assets | 90,166 | 90,166 | ||||||
| Provision for bad debt | 5,479 | 4,138 | ||||||
| Total gross deferred tax assets | 1,211,170 | 1,034,727 | ||||||
| Less: Deferred tax asset valuation allowance | (1,211,170 | (1,034,727 | ) | |||||
| Total net deferred tax assets | $ | — | $ | — | ||||
FASB ASC 740, Income Taxes, requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. After consideration of all the evidence, both positive and negative, management has determined that a full valuation allowance of $1,211,170 and $1,034,727 against its net deferred taxes is necessary as of December 31, 2020 and December 31, 2019, respectively. The change in valuation allowance for the years ended December 31, 2020 and 2019 is $176,443 and $134,378, respectively.
At December 31, 2020 and December 31, 2019, respectively, the Company had approximately $2,928,914 and $2,183,854, respectively, of U.S. net operating loss carryforwards remaining. Of the amount, $979,508 of net operating loss can be carried forward through 2037 and the remaining can be carried forward indefinitely subject to limitation.
As a result of certain ownership changes, the Company may be subject to an annual limitation on the utilization of its U.S. net operating loss carryforwards pursuant to Section 382 of the Internal Revenue Code. A study to determine the effect, if any, of this change, has not been undertaken.
The 2020, 2019, 2018, 2017, and 2016 tax returns remain subject to audit by various Federal and State taxing authorities.
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NOTE 8 – SUBSEQUENT EVENTS
On January 15, 2021, the Company entered into a one-year office lease at a rate of $345 per month.
On January 25, 2021, the Company received $42,792 from the Paycheck Protection Program (the “Loan”) established under the Consolidated Appropriations Act of 2020. The proceeds of this loan may be fully forgiven in the event that at least 60% is used for payroll and the balance for utilities within the first 24 weeks of receipt of the proceeds. The Company intends to use the entire proceeds on payroll and anticipates that the Loan will be forgiven. The term of the Loan, less any forgiven portion, is for 5 years at an annual rate of interest of 1.0%.
On February 1, 2021, the Company received an unsolicited investment of $105,400 via wire transfer. To date, there has been no claim by the investor either as to their identity or the price per share intended. A review by the Company’s bank resulted in the funds being made available to the Company on April 30, 2021. The Company is currently seeking the investor’s nominee.
On May 28, 2021, the Company was notified that it had been approved for forgiveness of $43,254 by the SBA from its Payroll Protection Plan Loan. The remaining $3,446 has been converted to an amortizing term loan with a first payment due on July 13, 2021, which has been fully repaid.
On June 28, 2021, the Company entered into a Revenue Based Factoring Agreement with a third party. Under the agreement, the Company has sold $91,700 (the “Purchase Price”) in future accounts and contract rights for $70,000. The advance was received by the Company on July 1, 2021. A portion of the proceeds was used to satisfy the balance due on the November 18, 2020 Factoring Agreement described in Note 3. The difference between the amount sold and the purchase price of $21,700 has been recorded as a debt discount. In exchange for the purchased amount, the Company authorized the third party to ACH debit $373 daily from the Company’s bank account until the purchased amount is fully received.
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