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Document and Entity Information - USD ($)
12 Months Ended
Dec. 31, 2018
Apr. 16, 2019
Jun. 30, 2018
Document and Entity Information:      
Entity Registrant Name iGambit, Inc.    
Document Type 10-K    
Document Period End Date Dec. 31, 2018    
Trading Symbol igmb    
Amendment Flag false    
Entity Central Index Key 0001479681    
Current Fiscal Year End Date --12-31    
Entity Public Float     $ 2,873,000
Entity Common Stock, Shares Outstanding   351,587,519  
Entity Filer Category Non-accelerated Filer    
Entity Emerging Growth Company false    
Entity Small Business true    
Entity Shell Company false    
Entity Current Reporting Status Yes    
Entity Voluntary Filers No    
Entity Well-known Seasoned Issuer No    
Document Fiscal Year Focus 2018    
Document Fiscal Period Focus FY    
CONSOLIDATED BALANCE SHEETS - USD ($)
Dec. 31, 2018
Dec. 31, 2017
Current assets    
Cash $ 369 $ 9,449
Accounts receivable 14,871 6,254
Inventory 27,073 0
Prepaid expenses and other current assets 0 39,377
Total current assets 42,313 55,080
Other assets    
Property and equipment, net 2,118 3,845
Intangilbe assets, net 2,572,015 3,267,885
Deposits 2,020 1,945
Assets 2,618,466 3,328,755
Current liabilities    
Accounts payable and accrued expenses 480,270 348,354
Accrued interest on notes payable 32,265 21,602
Amounts due to related parties 145,367 128,476
Deferred revenue 9,192 9,100
Notes payable 52,500 52,500
Convertible notes payable, net 377,611 333,689
Derivative liability 288,242 66,059
Total current liabilities 1,385,447 959,780
Stockholders' equity    
Common stock, $.001 par value; authorized - 800,000,000 shares; 214,859,994 and 126,196,571 shares issued and 204,859,994 and 116,196,571 shares outstanding (net of treasury shares) as of December 31, 2018 and 2017, respectively 214,860 126,196
Additional paid-in capital 14,480,973 12,891,348
Accumulated deficit (12,462,814) (9,648,569)
Total stockholders' equity (deficiency) before Treasury stock 2,233,019 3,368,975
Less: Treasury stock; 10,000,000 shares, at cost (1,000,000) (1,000,000)
Total stockholders' equity 1,233,019 2,368,975
Total Liabilities and stockholders' equity $ 2,618,466 $ 3,328,755
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Dec. 31, 2018
Dec. 31, 2017
Statement of Financial Position [Abstract]    
Preferred stock, par value $ .001 $ .001
Preferred stock, shares authorized 100,000,000 100,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 800,000,000 800,000,000
Common stock, shares issued 214,859,994 126,196,571
Common stock, shares outstanding 204,859,994 116,196,571
Treasury stock 10,000,000 10,000,000
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Income Statement [Abstract]    
Sales $ 60,224 $ 23,166
Cost of Sales 31,149 30,481
Gross profit (loss) 29,075 (7,315)
Operating Expenses    
General and Administrative Expense 1,163,766 1,813,624
Impairment expense 0 3,338,095
Amortization 695,870 533,886
Total operating expenses 1,859,636 5,685,605
Loss from operations (1,830,561) (5,692,920)
Other income (expenses)    
Change in fair value of derivative liability (28,745) 158,599
Loss on extinguishment of debt (312,869) (105,801)
Interest Expense (642,070) (367,352)
Total other income (expenses) (983,684) (314,554)
Loss from continuing operations (2,814,245) (6,007,474)
Income from discontinued operations (including gain on disposal of $6,657,848 for the year ended December 31, 2017) 0 6,589,536
Net income (loss) $ (2,814,245) $ 582,062
Basic and fully diluted loss per common share:    
Continuing operations $ (.02) $ (.07)
Discontinued operations 0 0.08
Net income (loss) per common share $ (.02) $ 0.01
Weighted average common shares outstanding - basic and fully diluted 143,684,057 83,671,048
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical)
12 Months Ended
Dec. 31, 2017
USD ($)
Income Statement [Abstract]  
Gain on disposal from discontinued operations $ 6,657,848
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)
Common Stock
Additional Paid-In Capital
Accumulated Deficit
Treasury Stock
Total
Stockholders' Equity, beginning of period, Value at Dec. 31, 2016 $ 39,709 $ 4,321,497 $ (10,230,631) $ (5,869,425)
Stockholders' Equity, beginning of period, Shares at Dec. 31, 2016 39,708,990        
Common stock issued for cash, Value $ 5,500 269,500 275,000
Common stock issued for cash, Shares 5,500,000        
Common stock issued for services, Value $ 2,460 242,840 245,300
Common stock issued for services, Shares 2,460,000        
Compensation for vested stock options 679,026 679,026
Common stock issued in payment of accounts payable, Value $ 200 14,300 14,500
Common stock issued in payment of accounts payable, Shares 200,000        
Warrants issued 5,822 5,822
Notes payable and accrued interest converted to common stock, Value $ 3,327 383,363 386,690
Notes payable and accrued interest converted to common stock, Shares 3,327,581        
Common stock issued in business acquisition, Value $ 15,000 1,035,000 1,050,000
Common stock issued in business acquisition, Shares 15,000,000        
Common stock issued in asset acquisition, Value $ 60,000 5,940,000 6,000,000
Common stock issued in asset acquisition, Shares 60,000,000        
Purchase of treasury stock (1,000,000) (1,000,000)
Net income (loss)     582,062   582,062
Stockholders' Equity, end of period, Value at Dec. 31, 2017 $ 126,196 12,891,348 (9,648,569) (1,000,000) 2,368,975
Stockholders' Equity, end of period, Shares at Dec. 31, 2017 126,196,571        
Common stock issued for cash, Value $ 1,500 28,500 30,000
Common stock issued for cash, Shares 1,500,000        
Common stock issued for services, Value $ 4,731 105,295 110,026
Common stock issued for services, Shares 4,730,650        
Common stock issued for inventory, Value $ 3,400 23,800 27,200
Common stock issued for inventory, Shares 3,400,000        
Compensation for vested stock options 97,999 97,999
Notes payable and accrued interest converted to common stock, Value $ 79,033 1,334,031 1,413,064
Notes payable and accrued interest converted to common stock, Shares 79,032,773        
Net income (loss)     (2,814,245)   (2,814,245)
Stockholders' Equity, end of period, Value at Dec. 31, 2018 $ 214,860 $ 14,480,973 $ (12,462,814) $ (1,000,000) $ 1,233,019
Stockholders' Equity, end of period, Shares at Dec. 31, 2018 214,859,994        
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net income (loss) $ (2,814,245) $ 582,062
(Income) loss from discontinued operations 0 (6,589,536)
Net loss from continuing operations (2,814,245) (6,007,474)
Adjustments to reconcile net income (loss) to net cash used in operating activities    
Depreciation 1,727 1,138
Amortization 695,870 533,886
Impairment expense 0 3,338,095
Non cash interest expense 638,718 363,766
Stock-based compensation expense 208,025 924,326
Loss on extinguishment of debt 312,869 105,801
Change in fair value of derivative liability 28,745 (158,599)
Changes in operating assets and liabilities:    
Accounts Receivable (8,617) (4,004)
Inventory 127 0
Prepaid expenses and other current assets 39,377 69,564
Deposits (75) (225)
Accounts payable and accrued expenses 131,916 119,219
Deferred revenue 92 9,100
Net cash used by continuing operating activities (765,471) (705,407)
Net cash used in discontinued operating activities 0 (9,216)
NET CASH USED IN OPERATING ACTIVITIES (765,471) (714,623)
CASH FLOWS FROM INVESTING ACTIVITIES:    
Preacquisition loans to subsidiary 0 (50,000)
Loans to deconsolidated subsidiary 0 (10,382)
Cash acquired from acquisition of subsidiary 0 29,584
Net cash used in continuing investing activities 0 (30,798)
Net cash provided by discontinued investing activities 0 32,848
NET CASH PROVIDED BY INVESTING ACTIVITIES 0 2,050
CASH FLOWS FROM FINANCING ACTIVITIES:    
Proceeds from issuance of convertible debentures 709,500 469,000
Proceeds from sale of common stock 30,000 275,000
Proceeds from related party loans 32,491 0
Repayments of related party loans (15,600) (508)
Repayment of notes payable 0 (8,000)
Net cash provided by continuing financing activities 756,391 735,492
Net cash used in discontinued financing activities 0 (23,992)
NET CASH PROVIDED BY FINANCING ACTIVITIES 756,391 711,500
NET DECREASE IN CASH (9,080) (1,073)
CASH - BEGINNING OF YEAR 9,449 10,522
CASH - END OF YEAR 369 9,449
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:    
Cash paid during the period for Interest 3,352 3,586
Non-cash investing and financing activities:    
Debt discount related to derivative liability 727,749 200,000
Notes payable converted to common stock 588,543 161,000
Common stock issued in payment of inventory 27,200 0
Common stock issued in payment of accrued interest 30,446 3,000
Common stock issued in payment of accounts payable 0 14,500
Common stock issued for settlement of notes payable 1,413,064 386,690
Common stock issued for acquisitions 0 7,050,000
Intangible assets acquired 0 7,139,866
Treasury stock acquired in sale of discontinued operations 0 1,000,000
Warrant issued for convertible debt $ 0 $ 5,822
Note 1 - Organization and Basis of Presentation
12 Months Ended
Dec. 31, 2018
Disclosure Text Block [Abstract]  
Note 1 - Organization and Basis of Presentation

Note 1 - Organization and Basis of Presentation

 

The consolidated financial statements presented are those of iGambit Inc., (the “Company”) and its wholly-owned subsidiaries, HealthDatix, Inc. (“HealthDatix”), and its discontinued operating subsidiaries Wala, Inc. doing business as Arcmail Technology (“ArcMail”) and Gotham Innovation Lab Inc. (“Gotham”). The Company is a holding company which seeks out acquisitions of operating companies in technology markets. HealthDatix, Inc. is engaged in the business of streamlining the process of managing information in the document-intensive medical field for customers throughout the United States. ArcMail provides email archive solutions to domestic and international businesses through hardware and software sales, support, and maintenance. Gotham was in the business of providing media technology services to real estate agents and brokers in the New York metropolitan area.

 

Business Acquisition

 

On February 14, 2017, the Company acquired Healthdatix, Inc., formerly known as HubCentrix, Inc. in accordance with a stock purchase agreement. Previously, the Company was focused on the technology markets. The Company has tailored its strategy to focus on pursuing specific medical technology strategies and objectives.  The acquisition of HealthDatix, provides the Company with its first medical technology, WellDatix, a proprietary platform that enables physicians to identify patients eligible for Annual Wellness Visits which are reimbursed by Medicare. This technology positions the Company to participate in the anticipated accelerated market needs of the physician community throughout the country. Pursuant to the stock purchase agreement, the total consideration paid for the outstanding capital stock of HealthDatix was $1,050,000 consisting of 15,000,000 shares of iGambit restricted common stock, valued at $.07 per share.

 

The following table presents the preliminary allocation of the value of the common shares issued for HealthDatix to the acquired identifiable assets, liabilities assumed and goodwill:

 

    Fair Value
Cash   $ 29,584  
Accounts receivable, net     2,250  
Fixed assets     3,800  
Software     156,925  
Contracts     644,846  
Notes payable     (60,500 )
Loan payable     (65,000 )
Goodwill     338,095  
Purchase price   $ 1,050,000  

 

The results of operations of HealthDatix for the period February 14, 2017 to December 31, 2017 have been included in the consolidated statements of operations for the year ended December 31, 2017. The following table presents unaudited pro forma results of operations of the Company and HealthDatix as if the acquisition had occurred at January 1, 2017. The pro forma condensed financial information is presented for informational purposes only. The unaudited pro forma results of operations are not necessarily indicative of results that would have occurred had the acquisition taken place at the beginning of the earliest period presented, or of future results.

 

    December 31,
    2017
Pro forma revenue   $ 35,516  
Pro forma gross profit   $ 5,029  
Pro forma loss from operations   $ (2,984,770 )
Pro forma net loss   $ (2,941,208 )

 

On April 5, 2017, the Company, through its wholly owned subsidiary HealthDatix, Inc. (“HealthDatix”) consummated the acquisition of certain assets of the CyberCare Health Network Division from EncounterCare Solutions Inc. (ECSL) in accordance with an Asset Purchase Agreement (the “Agreement”) by and among, HealthDatix, ECSL and the Company. Pursuant to the Agreement, ECSL will sell, convey, transfer and assign to HealthDatix certain assets (the “Assets”), and HealthDatix will purchase and accept from the ECSL all right, title and interest in and to the Assets in exchange for 60,000,000 shares of restricted common stock of iGambit.

 

The following table presents the preliminary allocation of the value of the common shares issued for ECSL to the acquired identifiable assets:

 

    Fair Value
FDA 510K clearance   $ 1,396,000  
Technology license     1,000,000  
In process research and development     604,000  
Goodwill     3,000,000  
Purchase price   $ 6,000,000  

 

Note 2 - Discontinued Operations
12 Months Ended
Dec. 31, 2018
Disclosure Text Block [Abstract]  
Note 2 - Discontinued Operations

Note 2 – Discontinued Operations

 

Sale of Business

 

Effective October 1, 2016, management decided to dispose of its subsidiary Arcmail and entered into a letter of intent on March 1, 2017 to sell Arcmail in a stock exchange to the CEO of Arcmail. On June 30, 2017, the Company completed the sale of ArcMail to Rory T. Welch, the CEO of Arcmail (“Welch”) in accordance with a Stock Purchase Agreement (the “Purchase Agreement”) by and between the Company and Welch.  Pursuant to the Stock Purchase, the total consideration paid for the outstanding capital stock of ArcMail is remittance of 10,000,000 shares of iGambit common stock previously issued to Welch.  As per the Purchase Agreement, the Company’s operations of ArcMail ended March 31, 2017 and Welch’s operation of the business was effective as of April 1, 2017. Arcmail’s operating loss for the three months ended March 31, 2017 has been included in loss from discontinued operations in the statements of operations for the year ended December 31, 2017.

 

The components of income from discontinued operations presented in the consolidated statements of operations for the year ended December 31, 2017 are presented as follows:

 

Sales   $ 386,157  
Cost of sales     (29,462 )
General and administrative expenses     (327,662 )
Depreciation and amortization     (4,537 )
Interest expense     (92,848 )
Gain on disposal of Arcmail     6,657,848  
Income from discontinued operations   $ 6,589,536  

Note 3 - Summary of Significant Accounting Policies
12 Months Ended
Dec. 31, 2018
Disclosure Text Block [Abstract]  
Note 3 - Summary of Significant Accounting Policies

Note 3 – Summary of Significant Accounting Policies

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.  All intercompany accounts and transactions have been eliminated.

 

Use of Estimates in the Preparation of Financial Statements

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

 

Fair Value Measurements

 

The Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short- and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. 

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 – quoted prices in active markets for identical assets or liabilities

Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

The estimated fair value of the derivative liability was calculated using the Black-Scholes option pricing model. The Company uses Level 3 inputs to value its derivative liabilities. The following table provides a reconciliation of the beginning and ending balances for the major classes of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) and reflects gains and losses for the years ended December 31, 2018 and 2017.

 

    2018   2017
Liabilities:        
Balance of derivative liabilities - beginning of year   $ 66,059     $ —    
Issued     1,122,211       472,523  
Converted     (928,773 )     (247,865 )
Change in fair value recognized in operations     28,745       (158,599 )
Balance of derivative liabilities - end of year   $ 288,242     $ 66,059  

 

Convertible Instruments

 

The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities.

Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. 

The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.

The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities.

 

Revenue Recognition

 

Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products by: (1) identify the contract (if any) with a customer; (2) identify the performance obligations in the contract (if any); (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract (if any); and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. The Company has no outstanding contracts with any of is’ customers. There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the years ended December 31, 2018 and 2017.

 

iGambit is a holding company and has no sources of revenue.

 

HealthDatix’s revenues are derived primarily from its Software as a Service (SaaS) offerings that are rendered to healthcare providers.  HealthDatix recognizes revenues when the products or services have been provided or delivered, the fees charged are fixed or determinable, HealthDatix and its customers understand the specific nature and terms of the agreed upon transactions, and collectability is reasonably assured.

 

Arcmail recognizes revenue from product sales when the following four revenue recognition criteria are met: persuasive evidence of an arrangement exists, an equipment order has been placed with the vendor, the selling price is fixed or determinable, and collectability is reasonably assured. Revenues from maintenance contracts covering multiple future periods are recognized during the current periods and deferred revenue is recorded for future periods and classified as current or noncurrent, depending on the terms of the contracts.

 

Advertising Costs

 

The Company expenses advertising costs as incurred. Advertising costs from continuing operations for the years ended December 31, 2018 and 2017 were $0 and $2,517, respectively.

 

Cash and Cash Equivalents

 

For purposes of reporting cash flows, cash and cash equivalents include checking and money market accounts and any highly liquid debt instruments purchased with a maturity of three months or less.

 

Accounts Receivable

 

The Company analyzes the collectability of accounts receivable from continuing operations each accounting period and adjusts its allowance for doubtful accounts accordingly.  A considerable amount of judgment is required in assessing the realization of accounts receivables, including the creditworthiness of each customer, current and historical collection history and the related aging of past due balances.  The Company evaluates specific accounts when it becomes aware of information indicating that a customer may not be able to meet its financial obligations due to deterioration of its financial condition, lower credit ratings, bankruptcy or other factors affecting the ability to render payment.

 

Inventory

 

Inventory consisting of finished products is stated at the lower of cost or net realizable value.

Property and equipment and depreciation

 

Property and equipment are stated at cost. Maintenance and repairs are charged to expense when incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and any gain or loss is credited or charged to income. Depreciation for both financial reporting and income tax purposes is computed using combinations of the straight line and accelerated methods over the estimated lives of the respective assets as follows:

 

Office equipment and fixtures     5 - 7 years  
Computer hardware     5 years  
Computer software     3 years  
Development equipment     5 years  

Amortization

Intangible assets are amortized using the straight line method over the estimated lives of the respective assets as follows:

 

Software     5 years  
Technology license     5 years  
Purchased in process R&D     Indefinite  
Contracts     10 years  

Goodwill

 

Goodwill represents the excess of assets acquired over liabilities assumed. In accordance with ASC Topic No. 350 “Intangibles – Goodwill and Other”), the goodwill is not being amortized, but instead will be subject to an annual assessment of impairment by applying a fair-value based test, and will be reviewed more frequently if current events and circumstances indicate a possible impairment. An impairment loss is charged to expense in the period identified. If indicators of impairment are present and future cash flows are not expected to be sufficient to recover the asset’s carrying amount, an impairment loss is charged to expense in the period identified. The Company recorded a full impairment of the Goodwill as of December 31, 2017.

 

Long-Lived Assets

 

The Company assesses the valuation of components of its property and equipment and other long-lived assets whenever events or circumstances dictate that the carrying value might not be recoverable. The Company bases its evaluation on indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such factors indicate that the carrying amount of an asset or asset group may not be recoverable, the Company determines whether an impairment has occurred by analyzing an estimate of undiscounted future cash flows at the lowest level for which identifiable cash flows exist. If the estimate of undiscounted cash flows during the estimated useful life of the asset is less than the carrying value of the asset, the Company recognizes a loss for the difference between the carrying value of the asset and its estimated fair value, generally measured by the present value of the estimated cash flows.

 

Deferred Revenue

 

Deposits from customers are not recognized as revenues, but as liabilities, until the following conditions are met: revenues are realized when cash or claims to cash (receivable) are received in exchange for goods or services or when assets received in such exchange are readily convertible to cash or claim to cash or when such goods/services are transferred. When such income item is earned, the related revenue item is recognized, and the deferred revenue is reduced. To the extent revenues are generated from the Company’s support and maintenance services, the Company recognizes such revenues when services are completed and billed. The Company has received deposits from its various customers that have been recorded as deferred revenue and presented as current liabilities in the amount of $9,192 and $9,100 as of December 31, 2018 and 2017, respectively.

 

Stock-Based Compensation

 

The Company accounts for its stock-based awards granted under its employee compensation plan in accordance with ASC Topic No. 718-20, Awards Classified as Equity, which requires the measurement of compensation expense for all share-based compensation granted to employees and non-employee directors at fair value on the date of grant and recognition of compensation expense over the related service period for awards expected to vest.  The Company uses the Black-Scholes option pricing model to estimate the fair value of its stock options and warrants. The Black-Scholes option pricing model requires the input of highly subjective assumptions including the expected stock price volatility of the Company’s common stock, the risk free interest rate at the date of grant, the expected vesting term of the grant, expected dividends, and an assumption related to forfeitures of such grants.  Changes in these subjective input assumptions can materially affect the fair value estimate of the Company’s stock options and warrants.

 

Income Taxes

 

The Company accounts for income taxes using the asset and liability method in accordance with ASC Topic No. 740, Income Taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse.

 

The Company applies the provisions of ASC Topic No. 740 for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the Company’s financial statements. In accordance with this provision, tax positions must meet a more-likely-than-not recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position.

 

Recent Accounting Pronouncements

 

We have reviewed other recent accounting pronouncements and concluded they are either not applicable to the business, or no material effect is expected on the consolidated financial statements as a result of future adoption.

Note 4 - Going Concern
12 Months Ended
Dec. 31, 2018
Disclosure Text Block [Abstract]  
Note 4 -Going Concern

Note 4 – Going Concern

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company has previously disposed of its operating subsidiary, and has an accumulated deficit of $12,462,814, and a working capital deficit of $1,343,134 at December 31, 2018. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time.  The Company’s continuation as a going concern is dependent upon its ability to obtain necessary equity financing and ultimately from generating revenues from its newly acquired subsidiary to continue operations. The Company expects that working capital requirements will continue to be funded through a combination of its existing funds and further issuances of securities. Working capital requirements are expected to increase in line with the growth of the business. Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund operations over the next twelve months. The Company has no lines of credit or other bank financing arrangements. The Company has financed operations to date through the proceeds of a private placement of equity and debt instruments.  In connection with the Company’s business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses. The Company intends to finance these expenses with further issuances of securities, and debt issuances. Thereafter, the Company expects it will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to current stockholders. Further, such securities might have rights, preferences or privileges senior to common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict business operations.

 

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 5 - Property and Equipment
12 Months Ended
Dec. 31, 2018
Disclosure Text Block [Abstract]  
Note 5 - Property and Equipment

Note 5 – Property and Equipment

 

Property and equipment are carried at cost and consist of the following at December 31, 2018 and December 31, 2017:

 

    2018   2017
Office equipment and fixtures   $ 10,964     $ 10,964  
Less: Accumulated depreciation     8,846       7,119  
    $ 2,118     $ 3,845  

 

Depreciation expense of $1,727 and $1,138 was charged to continuing operations for the years ended December 31, 2018 and 2017, respectively.

 

Depreciation expense of $0 and $4,538 was charged to discontinued operations for the years ended December 31, 2018 and 2017, respectively.

Note 6 - Intangible Assets
12 Months Ended
Dec. 31, 2018
Disclosure Text Block [Abstract]  
Note 6 - Intangible Assets

Note 6 – Intangible Assets

 

Intangible assets from the acquisitions of HealthDatix and ECSL consist of the following at December 31, 2018 and 2017:

 

    2018   2017    
Software   $ 156,925     $ 156,925       5 years  
Contracts     644,846       644,846       10 years  
FDA 510K clearance     1,396,000       1,396,000       5 years  
Technology license     1,000,000       1,000,000       5 years  
In process research and development     604,000       604,000       Indefinite  
      3,801,771       3,801,771          
Less: Accumulated amortization     1,229,756       533,886          
    $ 2,572,015     $ 3,267,885          

 

Amortization expense of $695,870 and $533,886 was charged to continuing operations for the years ended December 31, 2018 and 2017, respectively.

Note 7 - Earnings (Loss) Per Common Share
12 Months Ended
Dec. 31, 2018
Disclosure Text Block [Abstract]  
Note 7 - Earnings (Loss) Per Common Share

Note 7 - Earnings (Loss) Per Common Share

 

The Company calculates net income (loss) per common share in accordance with ASC 260 “Earnings Per Share” (“ASC 260”). Basic and diluted net earnings (loss) per common share was determined by dividing net earnings (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period. The Company’s potentially dilutive shares, which include outstanding common stock options and common stock warrants, have not been included in the computation of diluted net loss per share for the years ended December 31, 2018 and 2017 as the result would be anti-dilutive.  

 

    Years Ended
    December 31,
    2018   2017
Stock options     20,500,000       8,463,000  
Stock warrants     1,875,000       400,000  
Total shares excluded from calculation     22,375,000       8,863,000  

Note 8 - Stock Based Compensation
12 Months Ended
Dec. 31, 2018
Disclosure Text Block [Abstract]  
Note 8 - Stock Based Compensation

Note 8 – Stock Based Compensation

 

Options

 

In 2006, the Company adopted the 2006 Long-Term Incentive Plan (the "2006 Plan").   Awards granted under the 2006 Plan have a ten-year term and may be incentive stock options, non-qualified stock options or warrants. The awards are granted at an exercise price equal to the fair market value on the date of grant and generally vest over a three or four year period. The Plan expired on December 31, 2009, therefore as of December 31, 2018, there was no unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the 2006 plan.

 

The 2006 Plan provided for the granting of options to purchase up to 10,000,000 shares of common stock.  8,146,900 options have been issued under the plan to date of which 7,157,038 have been exercised and 692,962 have expired to date.  There were 296,900 options outstanding under the 2006 Plan on its expiration date of December 31, 2009. All options issued subsequent to this date were not issued pursuant to any plan.

 

Stock option activity during the years ended December 31, 2018 and 2017 follows:

 

    Options
Outstanding
  Weighted Average Exercise Price  

Weighted Average Grant-Date

Fair Value

 

Weighted Average Remaining Life

 (Years)

Options outstanding at December 31, 2016     1,422,000     $ 0.03     $ 0.13       5.60  
Options granted     7,800,000       0.07       —            
Options expired     (759,000 )     0.03       —            
Options outstanding at  December 31, 2017     8,463,000       0.07       0.07       7.41  
Options granted     12,250,000       0.01       —            
Options expired     (213,000 )     0.03       —            
Options outstanding at  December 31, 2018     20,500,000     $ 0.03     $ 0.03       7.52  
                                 

 

Options outstanding at December 31, 2017 consist of:

 

Date Issued   Number Outstanding   Number Exercisable   Exercise Price   Expiration Date
June 6, 2014     250,000       250,000     $ 0.05     June 6, 2019
March 24, 2015     200,000       200,000     $ 0.01     March 24, 2020
April 6, 2017     600,000       600,000     $ 0.03     April 6, 2027
June 6, 2017     700,000       700,000     $ 0.07     June 6, 2022
June 6, 2017     6,500,000       6,500,000     $ 0.07     June 6, 2027
November 1, 2018     12,250,000       12,250,000     $ 0.01     November 1, 2028
Total     20,500,000       20,500,000              

 

Warrants

 

In addition to our 2006 Long Term Incentive Plan, we have issued and outstanding compensatory warrants to two consultants entitling the holders to purchase a total of 275,000 shares of our common stock at an average exercise price of $0.94 per share. Warrants to purchase 25,000 shares of common stock vest upon 6 months after the Company engages in an IPO, have an exercise price of $3.00 per share, and expire 2 years after the Company engages in an IPO. Warrants to purchase 250,000 shares of common stock vest 100,000 shares on issuance (June 1, 2009), and 50,000 shares on each of the following three anniversaries of the date of issuance, have exercise prices ranging from $0.50 per share to $1.15 per share, and expire on June 1, 2019. The issuance of the compensatory warrants was not submitted to our shareholders for their approval.

 

Warrant activity during the years ended December 31, 2018 and 2017 follows:

 

    Warrants Outstanding   Weighted Average Exercise Price  

Weighted Average Grant-Date

 Fair Value

 

Weighted Average Remaining

Contractual Life (Years)

Warrants outstanding at December 31, 2016     275,000     $ 0.94     $ 0.10       2.42  
Warrant granted     125,000       0.40       —            
Warrants outstanding at December 31, 2017     400,000     $ 0.62     $ 0.10       3.27  
Warrant granted     1,500,000       0.05       —            
Warrant expired     (25,000 )     3.00       —            
Warrants outstanding at December 31, 2018     1,875,000     $ 0.12     $ 0.12       3.24  

 

Warrants outstanding at December 31, 2018 consist of:

 

Date Issued   Number Outstanding   Number Exercisable   Exercise Price   Expiration Date
June 1, 2009     100,000       100,000     $ 0.50     June 1, 2019
June 1, 2009     50,000       50,000     $ 0.65     June 1, 2019
June 1, 2009     50,000       50,000     $ 0.85     June 1, 2019
June 1, 2009     50,000       50,000     $ 1.15     June 1, 2019
January 1, 2017     50,000       50,000     $ 0.25     October 10, 2021
January 1, 2017     50,000       50,000     $ 0.50     November 7, 2021
January 5, 2017     25,000       25,000     $ 0.50     January 5, 2022
February 5, 2018     750,000       750,000     $ 0.05     February 5, 2023
April 27, 2018     750,000       750,000     $ 0.05     April 27, 2023
Total     1,875,000       1,875,000              

Note 9 - Convertible Debt
12 Months Ended
Dec. 31, 2018
Disclosure Text Block [Abstract]  
Note 9 - Convertible Debt

Convertible notes payable at December 31, 2018 and 2017 are summarized as follows:

 

    2018   2017
Total face value of notes   $ 478,957     $ 358,000  
Less: Discount     101,346       24,311  
Balance   $ 377,611     $ 333,689  
Note 10 - Derivative Liability
12 Months Ended
Dec. 31, 2018
Notes to Financial Statements  
Note 10 - Derivative Liability

Note 10 – Derivative Liability

 

The Company has determined that the conversion feature embedded in the convertible notes described in Note 9 contain a potential variable conversion amount which constitutes a derivative which has been bifurcated from the note and recorded as a derivative liability at fair value, with a corresponding discount recorded to the associated debt. The excess of the derivative value over the face amount of the note is recorded immediately to interest expense at inception. The Company used the Binomial Option Pricing model to value the conversion features.

 

The Company used Level 3 inputs for its valuation methodology for the conversion option liability in determining the fair value using a Black-Scholes option-pricing model with the following assumption inputs:

 

    December 31,   December 31,
    2018   2017
Annual dividend yield     —         —    
Expected life (years)      0.77 - 1.0        0.80 - 1.0  
Risk-free interest rate      2.07% - 2.57%        1.2% - 1.91%  
Expected volatility      257% - 293%       272 %

 

Based upon ASC 840-15-25 (EITF Issue 00-19, paragraph 11) the Company has adopted a sequencing approach regarding the application of ASC 815-40 to its outstanding convertible notes. Pursuant to the sequencing approach, the Company evaluates its contracts based upon earliest issuance date.

Note 11 - Note Payable
12 Months Ended
Dec. 31, 2018
Disclosure Text Block [Abstract]  
Note 11 - Note Payable

Note 11 – Notes Payable

 

Notes payable at December 31, 2018 and 2017 consists of loans to HealthDatix from 3 individuals totaling $52,500. The loans do not bear interest and there are no specific terms for repayment.

Note 12 - Stock Transactions
12 Months Ended
Dec. 31, 2018
Disclosure Text Block [Abstract]  
Note 12 - Stock Transactions

Note 12 – Stock Transactions

 

Designation of Preferred Stock

 

On August 2, 2018, the Company filed a Certificate of Designation with the Delaware Division of Corporations whereby the Company designated a Series A Preferred Stock and issued 1,000 shares to the Company’s CEO. The holders of Series A Preferred Stock will have voting rights, when combined with their existing holdings of the Company’s common stock, that entitle them to have an aggregate of 51% of the votes eligible to be cast by all stockholders with respect to all matters brought before a vote of the stockholders of the Company.

 

Common Stock Issued

 

On August 8, 2018, the Board unanimously approved an amendment to the Company’s Articles of Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue from Four hundred million (400,000,000) to Eight Hundred Million (800,000,000) shares of Common Stock, $0.001 par value per share.

 

In connection with the convertible notes payable (see Note 9 above) the noteholders converted $588,543 of principal balance and $31,658 of accrued interest to 79,032,773 shares of common stock during the year ended December 31, 2018. The stock issued was determined based on the terms of the convertible notes.

 

The Company issued 3,000,000 common shares for services, valued at $.0296 per share on May 16, 2018.

 

The Company issued 1,500,000 common shares for services, valued at $.008 per share and 230,650 common shares, valued at $.04 per share on October 29, 2018.

 

The Company issued 3,400,000 common shares for inventory, valued at $.025 per share on October 29, 2018.

 

The Company sold 1,500,000 shares of common stock to an investor valued at $.02 per share during the year ended December 31, 2018 for proceeds of $30,000.

 

On November 28, 2017, the Board unanimously approved an amendment to the Company’s Articles of Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue from Two hundred million (200,000,000) to Four Hundred Million (400,000,000) shares of Common Stock, $0.001 par value per share (the “Capitalization Amendment”). On November 29, 2017, the Majority Stockholders executed and delivered to the Company a written consent approving the Current Action.

 

In connection with the convertible notes payable (see Note 9 above) the noteholders converted $161,000 of principal balance and $3,000 of accrued interest to 3,327,581 shares of common stock during the year ended December 31, 2017. The stock issued was determined based on the terms of the convertible notes.

 

The Company sold 500,000 shares of common stock to an investor valued at $.05 per share on September 29, 2017 for proceeds of $25,000.

 

The Company sold 500,000 shares of common stock to an investor valued at $.05 per share on September 14, 2017 for proceeds of $25,000.

 

The Company sold 500,000 shares of common stock to an investor valued at $.05 per share on August 10, 2017 for proceeds of $25,000.

 

The Company issued 250,000 common shares for services, valued at $.12 per share on August 10, 2017.

 

The Company issued 50,000 common shares for services, valued at $.09 per share on July 13, 2017.

The Company sold 500,000 shares of common stock to an investor valued at $.05 per share on July 5, 2017 for proceeds of $25,000.

 

The Company issued 1,500,000 common shares for services, valued at $.10 per share on June 30, 2017.

 

The Company issued 200,000 common shares to a vendor in settlement of balances from prior years invoices plus interest, valued at $.0725 per share on June 6, 2017.

 

The Company issued 500,000 common shares for services, valued at $.09 per share on May 30, 2017.

 

The Company sold 500,000 shares of common stock to an investor valued at $.05 per share on May 7, 2017 for proceeds of $25,000.

 

The Company sold 1 million shares of common stock to an investor valued at $.05 per share on April 20, 2017 for proceeds of $50,000.

 

The Company issued 150,000 common shares to a noteholder for a financing fee, valued at $.10 per share on April 3, 2017.

 

In connection with the acquisition of assets from ECSL the Company issued 60,000,000 common shares valued at $.10 per share to the shareholders of ECSL on April 3, 2017.

 

In connection with the acquisition of HealthDatix the Company issued 15,000,000 common shares valued at $.07 per share to the shareholders of HealthDatix on February 14, 2017.

 

The Company sold 2 million shares of common stock to an investor valued at $.05 per share on January 27, 2017 for proceeds of $100,000.

 

The Company issued 10,000 common shares for services, valued at $.08 per share on January 5, 2017.

 

Treasury Stock

 

In connection with the sale of Arcmail, the CEO of ArcMail remitted 10,000,000 shares of iGambit common stock previously issued to him, valued at $.10 per share on June 30, 2017.

Note 13 - Income Taxes
12 Months Ended
Dec. 31, 2018
Disclosure Text Block [Abstract]  
Note 13 - Income Taxes

Note 13 - Income Taxes

 

The reconciliation between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense (benefit) is as follows:

 

    Years Ended December 31,
    2018   2017
Statutory U.S. federal income tax rate     (21.0 )%     (34.0 )%
State income taxes, net of federal income tax benefit     (1.8 )%     (4.0 )%
Tax effect of expenses that are not deductible for income tax purposes     (14.0 )%     9.0 %
Change in Valuation Allowance     36.8 %     29.0 %
Effective tax rate     (0.0 )%     (0.0 )%

 

At December 31, the significant components of the deferred tax assets (liabilities) are summarized below:

 

    2018   2017
Deferred Tax Assets:                
Net Operating Losses   $ 1,446,887     $ 2,329,938  
Other     411,938       377,445  
Total deferred tax assets     1,858,825       2,707,383  
Deferred Tax Liabilities:     —         —    
Total deferred tax liabilities     —         —    
Valuation Allowance     (1,858,825 )     (2,707,383 )
Net deferred tax assets   $ —       $ —    

  

The Company’s deferred tax assets and liabilities were remeasured to reflect the reduction in the U.S. corporate income tax rate from 35% to 21%, resulting in a deferred tax expense of approximately $392,000 for the year ended December 31, 2017 that is still fully valued against as of December 31, 2018. This expense is attributable to the Company being in a net deferred tax asset position at the time of remeasurement. As the Company maintains full valuation allowance, this amount can be seen on the rate reconciliation as an adjustment to deferred tax asset and corresponding valuation allowance.

 

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of foreign earnings.

 

As of December 31, 2018, the Company had federal and state net operating loss carryforwards of approximately $4.5 million and $5.5 million, which expire at various dates from 2031 through 2038. The federal net operating loss of approximately $1 million incurred in 2018 may be carried forward indefinitely. These net operating loss carryforwards may be used to offset future taxable income and thereby reduce the Company’s U.S. federal and state income taxes. The net operating losses may be subject to limitation under Internal Revenue Code Section 382 should there be a greater than 50% change in ownership as determined under the regulations.

 

In accordance with ASC 740, a valuation allowance must be established if it is more likely than not that the deferred tax assets will not be realized. This assessment is based upon consideration of available positive and negative evidence, which includes, among other things, the Company’s most recent results of operations and expected future profitability. Based on the Company’s cumulative losses in recent years, a full valuation allowance against the Company’s deferred tax assets as of December 31, 2018 and 2017 has been established as Management believes that the Company will more likely than not realize the benefit of those deferred tax assets. Therefore, no tax provision has been recorded for the years ended December 31, 2018 and 2017.

 

The Company complies with the provisions of ASC 740-10 in accounting for its uncertain tax positions. ASC 740-10 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely that not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Management has determined that the Company has no significant uncertain tax positions requiring recognition under ASC 740-10.

 

The Company is subject to income tax in the U.S., and certain state jurisdictions. The Company has not been audited by the U.S. Internal Revenue Service, or any states in connection with income taxes. The Company’s tax years generally remain open to examination for all federal and state income tax matters until its net operating loss carryforwards are utilized and the applicable statutes of limitation have expired. The federal and state tax authorities can generally reduce a net operating loss (but not create taxable income) for a period outside the statute of limitations in order to determine the correct amount of net operating loss which may be allowed as a deduction against income for a period within the statute of limitations.

 

The Company recognizes interest and penalties related to unrecognized tax benefits, if incurred, as a component of income tax expense.

Note 14 - Concentrations and Credit Risk
12 Months Ended
Dec. 31, 2018
Disclosure Text Block [Abstract]  
Note 14 - Concentrations and Credit Risk

Note 14 – Concentrations and Credit Risk

 

Sales and Accounts Receivable

 

HealthDatix had sales to one customer which accounted for approximately 75% of HealthDatix’s total sales for the year ended December 31, 2018. The customer accounted for approximately 67% of accounts receivable at December 31, 2018.

 

HealthDatix had sales to three customers which accounted for approximately 44%, 27%, and 11%, respectively of HealthDatix’s total sales for the year ended December 31, 2017. The three customers accounted for approximately 58%, 26%, and 11% of accounts receivable at December 31, 2017.

One customer accounted for 14% of sales included in discontinued operations for the year ended December 31, 2017.

 

Cash

 

Cash is maintained at a major financial institution. Accounts held at U.S. financial institutions are insured by the FDIC up to $250,000. Cash balances could exceed insured amounts at any given time, however, the Company has not experienced any such losses. The Company did not have any interest-bearing accounts at December 31, 2018 and 2017, respectively.

Note 15 - Related Party Transactions
12 Months Ended
Dec. 31, 2018
Disclosure Text Block [Abstract]  
Note 15 - Related Party Transactions

Note 15 - Related Party Transactions

 

Amounts Due to Related Parties

 

Amounts due to related parties with balances of $145,367 and $128,476 at December 31, 2018 and 2017, respectively, do not bear interest and are payable on demand. The Company’s former subsidiary, Arcmail owed amounts on a credit card that is guaranteed by the husband of the Company’s Executive Vice President, who was held personally responsible by the credit card company for the unpaid balance.

Note 16 - Commitments and Contingencies
12 Months Ended
Dec. 31, 2018
Disclosure Text Block [Abstract]  
Note 16 - Commitments and Contingencies

Note 16 – Commitments and Contingencies

 

Lease Commitment

 

The Company is obligated under two operating leases for its premises that expire at various times through August 31, 2019.

 

Total future minimum annual lease payments under the leases for the years ending December 31 are as follows:

 

2019   $ 9,574  

 

Rent expense of $28,885 and $26,745 was charged to continuing operations for the years ended December 31, 2018 and 2017, respectively.

 

Rent expense of $0 and $10,807 was charged to discontinued operations for the years ended December 31, 2018 and 2017, respectively.

 

Employment Arrangements With Executive Officers

 

Effective April 1, 2017, in connection with the acquisition of HealthDatix Inc., the Company entered into employment agreements with Jerry Robinson, MaryJo Robinson, and Kathleen Shepherd each under a three-year term at a base salary of $75,000 per year, bonuses based upon objectives set by the Company, and participation in all benefit programs generally made available to HealthDatix employees. The employment agreements restrict the executive officers from engaging in certain competitive activities for the greater of 60 months from the date of the agreements or two years following the termination of their respective employment.

Note 17 - Subsequent Events
12 Months Ended
Dec. 31, 2018
Disclosure Text Block [Abstract]  
Note 17 - Subsequent Events

Note 17 – Subsequent Events

 

Common Stock Issued

 

Subsequent to the end of the period through the date of the report, various noteholders converted $270,957 of principal and $18,176 of accrued interest to 146,727,525 shares of the Company’s common stock.

 

Equity Financing Transaction

 

On February 15, 2019, the Company issued an 8% convertible note in the aggregate principal amount of $38,000, convertible into shares of the Company’s common stock. The Note, including accrued interest is due November 30, 2019 and is convertible any time after 180 days at the option of the holder into shares of the Company’s common stock at 65% of the average stock price of the lowest 3 closing bid prices during the 10 trading day period ending on the latest complete trading day prior to the conversion date.

 

On March 29, 2019, the Company issued an 8% convertible note in the aggregate principal amount of $38,000, convertible into shares of the Company’s common stock. The Note, including accrued interest is due February 15, 2020 and is convertible any time after 180 days at the option of the holder into shares of the Company’s common stock at 65% of the average stock price of the lowest 3 closing bid prices during the 10 trading day period ending on the latest complete trading day prior to the conversion date.

Note 3 - Summary of Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2018
Policy Text Block [Abstract]  
Principles of Consolidation

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.  All intercompany accounts and transactions have been eliminated.

Use of Estimates in the Preparation of Financial Statements

Use of Estimates in the Preparation of Financial Statements

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

Fair Value Measurements

Fair Value Measurements

 

The Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short- and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 – quoted prices in active markets for identical assets or liabilities

Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

The estimated fair value of the derivative liability was calculated using the Black-Scholes option pricing model. The Company uses Level 3 inputs to value its derivative liabilities. The following table provides a reconciliation of the beginning and ending balances for the major classes of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) and reflects gains and losses for the years ended December 31, 2018 and 2017.

 

    2018   2017
Liabilities:        
Balance of derivative liabilities - beginning of year   $ 66,059     $ —    
Issued     1,122,211       472,523  
Converted     (928,773 )     (247,865 )
Change in fair value recognized in operations     28,745       (158,599 )
Balance of derivative liabilities - end of year   $ 288,242     $ 66,059  

Convertible Instruments

Convertible Instruments

 

The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities.

Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. 

The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.

The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities.

Revenue Recognition

Revenue Recognition

 

Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products by: (1) identify the contract (if any) with a customer; (2) identify the performance obligations in the contract (if any); (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract (if any); and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. The Company has no outstanding contracts with any of is’ customers. There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the years ended December 31, 2018 and 2017.

 

iGambit is a holding company and has no sources of revenue.

 

HealthDatix’s revenues are derived primarily from its Software as a Service (SaaS) offerings that are rendered to healthcare providers.  HealthDatix recognizes revenues when the products or services have been provided or delivered, the fees charged are fixed or determinable, HealthDatix and its customers understand the specific nature and terms of the agreed upon transactions, and collectability is reasonably assured.

 

Arcmail recognizes revenue from product sales when the following four revenue recognition criteria are met: persuasive evidence of an arrangement exists, an equipment order has been placed with the vendor, the selling price is fixed or determinable, and collectability is reasonably assured. Revenues from maintenance contracts covering multiple future periods are recognized during the current periods and deferred revenue is recorded for future periods and classified as current or noncurrent, depending on the terms of the contracts.

Advertising Costs

Advertising Costs

 

The Company expenses advertising costs as incurred. Advertising costs from continuing operations for the years ended December 31, 2018 and 2017 were $0 and $2,517, respectively.

Cash and Cash Equivalents

Cash and Cash Equivalents

 

For purposes of reporting cash flows, cash and cash equivalents include checking and money market accounts and any highly liquid debt instruments purchased with a maturity of three months or less.

Accounts Receivable

Accounts Receivable

 

The Company analyzes the collectability of accounts receivable from continuing operations each accounting period and adjusts its allowance for doubtful accounts accordingly.  A considerable amount of judgment is required in assessing the realization of accounts receivables, including the creditworthiness of each customer, current and historical collection history and the related aging of past due balances.  The Company evaluates specific accounts when it becomes aware of information indicating that a customer may not be able to meet its financial obligations due to deterioration of its financial condition, lower credit ratings, bankruptcy or other factors affecting the ability to render payment.

Inventory

Inventory

 

Inventory consisting of finished products is stated at the lower of cost or net realizable value.

Property and equipment and depreciation

Property and equipment and depreciation

 

Property and equipment are stated at cost. Maintenance and repairs are charged to expense when incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and any gain or loss is credited or charged to income. Depreciation for both financial reporting and income tax purposes is computed using combinations of the straight line and accelerated methods over the estimated lives of the respective assets as follows:

 

Office equipment and fixtures     5 - 7 years  
Computer hardware     5 years  
Computer software     3 years  
Development equipment     5 years  

Amortization

Amortization

Intangible assets are amortized using the straight line method over the estimated lives of the respective assets as follows:

 

Software     5 years  
Technology license     5 years  
Purchased in process R&D     Indefinite  
Contracts     10 years  
Goodwill

Goodwill

 

Goodwill represents the excess of assets acquired over liabilities assumed. In accordance with ASC Topic No. 350 “Intangibles – Goodwill and Other”), the goodwill is not being amortized, but instead will be subject to an annual assessment of impairment by applying a fair-value based test, and will be reviewed more frequently if current events and circumstances indicate a possible impairment. An impairment loss is charged to expense in the period identified. If indicators of impairment are present and future cash flows are not expected to be sufficient to recover the asset’s carrying amount, an impairment loss is charged to expense in the period identified. The Company recorded a full impairment of the Goodwill as of December 31, 2017.

Long-Lived Assets

Long-Lived Assets

 

The Company assesses the valuation of components of its property and equipment and other long-lived assets whenever events or circumstances dictate that the carrying value might not be recoverable. The Company bases its evaluation on indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such factors indicate that the carrying amount of an asset or asset group may not be recoverable, the Company determines whether an impairment has occurred by analyzing an estimate of undiscounted future cash flows at the lowest level for which identifiable cash flows exist. If the estimate of undiscounted cash flows during the estimated useful life of the asset is less than the carrying value of the asset, the Company recognizes a loss for the difference between the carrying value of the asset and its estimated fair value, generally measured by the present value of the estimated cash flows.

Deferred Revenue

Deferred Revenue

 

Deposits from customers are not recognized as revenues, but as liabilities, until the following conditions are met: revenues are realized when cash or claims to cash (receivable) are received in exchange for goods or services or when assets received in such exchange are readily convertible to cash or claim to cash or when such goods/services are transferred. When such income item is earned, the related revenue item is recognized, and the deferred revenue is reduced. To the extent revenues are generated from the Company’s support and maintenance services, the Company recognizes such revenues when services are completed and billed. The Company has received deposits from its various customers that have been recorded as deferred revenue and presented as current liabilities in the amount of $9,192 and $9,100 as of December 31, 2018 and 2017, respectively.

Stock-Based Compensation

Stock-Based Compensation

 

The Company accounts for its stock-based awards granted under its employee compensation plan in accordance with ASC Topic No. 718-20, Awards Classified as Equity, which requires the measurement of compensation expense for all share-based compensation granted to employees and non-employee directors at fair value on the date of grant and recognition of compensation expense over the related service period for awards expected to vest.  The Company uses the Black-Scholes option pricing model to estimate the fair value of its stock options and warrants. The Black-Scholes option pricing model requires the input of highly subjective assumptions including the expected stock price volatility of the Company’s common stock, the risk free interest rate at the date of grant, the expected vesting term of the grant, expected dividends, and an assumption related to forfeitures of such grants.  Changes in these subjective input assumptions can materially affect the fair value estimate of the Company’s stock options and warrants.

Income Taxes

Income Taxes

 

The Company accounts for income taxes using the asset and liability method in accordance with ASC Topic No. 740, Income Taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse.

 

The Company applies the provisions of ASC Topic No. 740 for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the Company’s financial statements. In accordance with this provision, tax positions must meet a more-likely-than-not recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

We have reviewed other recent accounting pronouncements and concluded they are either not applicable to the business, or no material effect is expected on the consolidated financial statements as a result of future adoption.

Note 1 - Organization and Basis of Presentation (Tables)
12 Months Ended
Dec. 31, 2018
Disclosure Text Block [Abstract]  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table presents the preliminary allocation of the value of the common shares issued for HealthDatix to the acquired identifiable assets, liabilities assumed and goodwill:

 

    Fair Value
Cash   $ 29,584  
Accounts receivable, net     2,250  
Fixed assets     3,800  
Software     156,925  
Contracts     644,846  
Notes payable     (60,500 )
Loan payable     (65,000 )
Goodwill     338,095  
Purchase price   $ 1,050,000  

Business Acquisition, Pro Forma Information

The unaudited pro forma results of operations are not necessarily indicative of results that would have occurred had the acquisition taken place at the beginning of the earliest period presented, or of future results.

 

    December 31,
    2017
Pro forma revenue   $ 35,516  
Pro forma gross profit   $ 5,029  
Pro forma loss from operations   $ (2,984,770 )
Pro forma net loss   $ (2,941,208 )

Preliminary allocation of value of common shares issued for ECSL to acquired identifiable assets

The following table presents the preliminary allocation of the value of the common shares issued for ECSL to the acquired identifiable assets:

 

    Fair Value
FDA 510K clearance   $ 1,396,000  
Technology license     1,000,000  
In process research and development     604,000  
Goodwill     3,000,000  
Purchase price   $ 6,000,000  

Note 2 - Discontinued Operations (Tables)
12 Months Ended
Dec. 31, 2018
Disclosure Text Block [Abstract]  
Components of income from discontinued operations

The components of income from discontinued operations presented in the consolidated statements of operations for the year ended December 31, 2017 are presented as follows:

 

Sales   $ 386,157  
Cost of sales     (29,462 )
General and administrative expenses     (327,662 )
Depreciation and amortization     (4,537 )
Interest expense     (92,848 )
Gain on disposal of Arcmail     6,657,848  
Income from discontinued operations   $ 6,589,536  

Note 3 - Summary of Significant Accounting Policies (Tables)
12 Months Ended
Dec. 31, 2018
Disclosure Text Block [Abstract]  
Fair value assets and liabilities measured on recurring basis

The following table provides a reconciliation of the beginning and ending balances for the major classes of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) and reflects gains and losses for the years ended December 31, 2018 and 2017.

 

    2018   2017
Liabilities:        
Balance of derivative liabilities - beginning of year   $ 66,059     $ —    
Issued     1,122,211       472,523  
Converted     (928,773 )     (247,865 )
Change in fair value recognized in operations     28,745       (158,599 )
Balance of derivative liabilities - end of year   $ 288,242     $ 66,059  

Schedule of estimated lives of respective assets

Depreciation for both financial reporting and income tax purposes is computed using combinations of the straight line and accelerated methods over the estimated lives of the respective assets as follows:

 

Office equipment and fixtures     5 - 7 years  
Computer hardware     5 years  
Computer software     3 years  
Development equipment     5 years  

Schedule of estimated lives of the respective assets

Intangible assets are amortized using the straight line method over the estimated lives of the respective assets as follows:

 

Software     5 years  
Technology license     5 years  
Purchased in process R&D     Indefinite  
Contracts     10 years  
Note 5 - Property and Equipment (Tables)
12 Months Ended
Dec. 31, 2018
Disclosure Text Block [Abstract]  
Schedule of property, plant and equipment

Property and equipment are carried at cost and consist of the following at December 31, 2018 and December 31, 2017:

 

    2018   2017
Office equipment and fixtures   $ 10,964     $ 10,964  
Less: Accumulated depreciation     8,846       7,119  
    $ 2,118     $ 3,845  

Note 6 - Intangible Assets (Tables)
12 Months Ended
Dec. 31, 2018
Disclosure Text Block [Abstract]  
Schedule of intangible assets

Intangible assets from the acquisitions of HealthDatix and ECSL consist of the following at December 31, 2018 and 2017:

 

    2018   2017    
Software   $ 156,925     $ 156,925       5 years  
Contracts     644,846       644,846       10 years  
FDA 510K clearance     1,396,000       1,396,000       5 years  
Technology license     1,000,000       1,000,000       5 years  
In process research and development     604,000       604,000       Indefinite  
      3,801,771       3,801,771          
Less: Accumulated amortization     1,229,756       533,886          
    $ 2,572,015     $ 3,267,885          

Note 7 - Earnings (Loss) Per Common Share (Tables)
12 Months Ended
Dec. 31, 2018
Disclosure Text Block [Abstract]  
Computation of diluted net income (loss) per share

The Company’s potentially dilutive shares, which include outstanding common stock options and common stock warrants, have not been included in the computation of diluted net loss per share for the years ended December 31, 2018 and 2017 as the result would be anti-dilutive.  

 

    Years Ended
    December 31,
    2018   2017
Stock options     20,500,000       8,463,000  
Stock warrants     1,875,000       400,000  
Total shares excluded from calculation     22,375,000       8,863,000  
Note 8 - Stock Based Compensation (Tables)
12 Months Ended
Dec. 31, 2018
Disclosure Text Block [Abstract]  
Schedule of stock option activities

Stock option activity during the years ended December 31, 2018 and 2017 follows:

 

    Options
Outstanding
  Weighted Average Exercise Price  

Weighted Average Grant-Date

Fair Value

 

Weighted Average Remaining Life

 (Years)

Options outstanding at December 31, 2016     1,422,000     $ 0.03     $ 0.13       5.60  
Options granted     7,800,000       0.07       —            
Options expired     (759,000 )     0.03       —            
Options outstanding at  December 31, 2017     8,463,000       0.07       0.07       7.41  
Options granted     12,250,000       0.01       —            
Options expired     (213,000 )     0.03       —            
Options outstanding at  December 31, 2018     20,500,000     $ 0.03     $ 0.03       7.52  
Schedule of stock options outstanding

Options outstanding at December 31, 2017 consist of:

 

Date Issued   Number Outstanding   Number Exercisable   Exercise Price   Expiration Date
June 6, 2014     250,000       250,000     $ 0.05     June 6, 2019
March 24, 2015     200,000       200,000     $ 0.01     March 24, 2020
April 6, 2017     600,000       600,000     $ 0.03     April 6, 2027
June 6, 2017     700,000       700,000     $ 0.07     June 6, 2022
June 6, 2017     6,500,000       6,500,000     $ 0.07     June 6, 2027
November 1, 2018     12,250,000       12,250,000     $ 0.01     November 1, 2028
Total     20,500,000       20,500,000              

Schedule of Warrants, Activity

Warrant activity during the years ended December 31, 2018 and 2017 follows:

 

    Warrants Outstanding   Weighted Average Exercise Price  

Weighted Average Grant-Date

 Fair Value

 

Weighted Average Remaining

Contractual Life (Years)

Warrants outstanding at December 31, 2016     275,000     $ 0.94     $ 0.10       2.42  
Warrant granted     125,000       0.40       —            
Warrants outstanding at December 31, 2017     400,000     $ 0.62     $ 0.10       3.27  
Warrant granted     1,500,000       0.05       —            
Warrant expired     (25,000 )     3.00       —            
Warrants outstanding at December 31, 2018     1,875,000     $ 0.12     $ 0.12       3.24  
Schedule of Outstanding Warrants

Warrants outstanding at December 31, 2018 consist of:

 

Date Issued   Number Outstanding   Number Exercisable   Exercise Price   Expiration Date
June 1, 2009     100,000       100,000     $ 0.50     June 1, 2019
June 1, 2009     50,000       50,000     $ 0.65     June 1, 2019
June 1, 2009     50,000       50,000     $ 0.85     June 1, 2019
June 1, 2009     50,000       50,000     $ 1.15     June 1, 2019
January 1, 2017     50,000       50,000     $ 0.25     October 10, 2021
January 1, 2017     50,000       50,000     $ 0.50     November 7, 2021
January 5, 2017     25,000       25,000     $ 0.50     January 5, 2022
February 5, 2018     750,000       750,000     $ 0.05     February 5, 2023
April 27, 2018     750,000       750,000     $ 0.05     April 27, 2023
Total     1,875,000       1,875,000              

Note 9 - Convertible Debt (Tables)
12 Months Ended
Dec. 31, 2018
Disclosure Text Block [Abstract]  
Schedule of Convertible notes payable

Convertible notes payable at December 31, 2018 and 2017 are summarized as follows:

 

    2018   2017
Total face value of notes   $ 478,957     $ 358,000  
Less: Discount     101,346       24,311  
Balance   $ 377,611     $ 333,689  
Note 10 - Derivative Liability (Tables)
12 Months Ended
Dec. 31, 2018
Notes to Financial Statements  
Schedule of Valuation Assumptions

The Company used Level 3 inputs for its valuation methodology for the conversion option liability in determining the fair value using a Black-Scholes option-pricing model with the following assumption inputs:

 

    December 31,   December 31,
    2018   2017
Annual dividend yield     —         —    
Expected life (years)      0.77 - 1.0        0.80 - 1.0  
Risk-free interest rate      2.07% - 2.57%        1.2% - 1.91%  
Expected volatility      257% - 293%       272 %
Note 13 - Income Taxes (Tables)
12 Months Ended
Dec. 31, 2018
Disclosure Text Block [Abstract]  
Schedule of Effective Income Tax Rate Reconciliation

The reconciliation between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense (benefit) is as follows:

 

    Years Ended December 31,
    2018   2017
Statutory U.S. federal income tax rate     (21.0 )%     (34.0 )%
State income taxes, net of federal income tax benefit     (1.8 )%     (4.0 )%
Tax effect of expenses that are not deductible for income tax purposes     (14.0 )%     9.0 %
Change in Valuation Allowance     36.8 %     29.0 %
Effective tax rate     (0.0 )%     (0.0 )%

Schedule of deferred tax assets (liabilities)

At December 31, the significant components of the deferred tax assets (liabilities) are summarized below:

 

    2018   2017
Deferred Tax Assets:                
Net Operating Losses   $ 1,446,887     $ 2,329,938  
Other     411,938       377,445  
Total deferred tax assets     1,858,825       2,707,383  
Deferred Tax Liabilities:     —         —    
Total deferred tax liabilities     —         —    
Valuation Allowance     (1,858,825 )     (2,707,383 )
Net deferred tax assets   $ —       $ —    

Note 16 - Commitments and Contingencies (Tables)
12 Months Ended
Dec. 31, 2018
Disclosure Text Block [Abstract]  
Schedule of Future Minimum Rental Payments for Operating Leases

Total future minimum annual lease payments under the leases for the years ending December 31 are as follows:

 

2019   $ 9,574  

Note 1 - Organization and Basis of Presentation (Details)
Feb. 14, 2017
USD ($)
Business Combinations [Abstract]  
Cash $ 29,584
Accounts receivable 2,250
Fixed assets 3,800
Software 156,925
Contracts 644,846
Notes payable (60,500)
Loan payable (65,000)
Goodwill 338,095
Purchase price $ 1,050,000
Note 1 - Organization and Basis of Presentation (Details 1)
12 Months Ended
Dec. 31, 2017
USD ($)
Disclosure Text Block [Abstract]  
Pro forma revenue $ 35,516
Pro forma gross profit 5,029
Pro forma loss from operations (2,984,770)
Pro forma net loss $ (2,941,208)
Note 1 - Organization and Basis of Presentation (Details 2)
12 Months Ended
Dec. 31, 2018
USD ($)
Purchase price $ 6,000,000
FDA 510K clearance  
Purchase price 1,396,000
Technology license  
Purchase price 1,000,000
In process research and development  
Purchase price 604,000
Goodwill  
Purchase price $ 3,000,000
Note 2 - Discontinued Operations (Details) - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Gain on disposal of Arcmail   $ 6,657,848
Income from discontinued operations $ 0 6,589,536
Discontinued Operations [Member]    
Sales   386,157
Cost of Sales   (29,462)
General and administrative expenses   (327,622)
Depreciation and amortization   (4,537)
Interest expense   (92,848)
Gain on disposal of Arcmail   6,657,848
Income from discontinued operations   $ 6,589,536
Note 3 - Summary of Significant Accounting Policies (Details) - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Liabilities:    
Balance of derivative liabilities - beginning of year $ 66,059 $ 0
Issued 1,122,211 472,523
Converted (928,773) (247,865)
Change in fair value of recognized in operations 28,745 (158,599)
Balance of derivative liabilities - end of year $ 288,242 $ 66,059
Note 3 - Summary of Significant Accounting Policies (Details 1)
12 Months Ended
Dec. 31, 2018
Computer hardware  
Office equipment useful life 5 years
Computer software  
Office equipment useful life 3 years
Development equipment  
Office equipment useful life 5 years
Maximum | Office equipment and fixtures  
Office equipment useful life 7 years
Minimum | Office equipment and fixtures  
Office equipment useful life 5 years
Note 3 - Summary of Significant Accounting Policies (Details 2)
12 Months Ended
Dec. 31, 2018
Technology license  
Intangible assets useful life 5 years
Software  
Intangible assets useful life 5 years
Contracts  
Intangible assets useful life 10 years
In process research and development  
Intangible assets useful life Indefinite
Purchased in process R&D  
Intangible assets useful life Indefinite
FDA 510K clearance  
Intangible assets useful life 5 years
Note 3 - Summary of Significant Accounting Policies (Details Narratives) - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Disclosure Text Block [Abstract]    
Advertising costs $ 0 $ 2,517
Deferred revenue $ 9,192 $ 9,100
Note 4 - Going Concern (Details Narrative) - USD ($)
Dec. 31, 2018
Dec. 31, 2017
Disclosure Text Block [Abstract]    
Accumulated deficit $ (12,462,814) $ (9,648,569)
Working capital deficit $ (1,343,134)  
Note 5 - Property and Equipment (Details) - USD ($)
Dec. 31, 2018
Dec. 31, 2017
Disclosure Text Block [Abstract]    
Office equipment and fixtures $ 10,964 $ 10,964
Less: accumulated depreciation 8,846 7,119
Property, Plant and Equipment, Net $ 2,118 $ 3,845
Note 5 - Property and Equipment (Details Narrative) - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Depreciation expense $ 1,727 $ 1,138
Discontinued Operations [Member]    
Depreciation expense 0 4,538
Continuing Operations [Member]    
Depreciation expense $ 1,727 $ 1,138
Note 6 - Intangible Assets (Details) - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Intangible Assets, Gross $ 3,801,771 $ 3,801,771
Less: Accumulated amortization 1,229,756 533,886
Intangible Assets, Net 2,572,015 3,267,885
Technology license    
Intangible Assets, Gross $ 1,000,000 1,000,000
Intangible assets useful life 5 years  
Software    
Intangible Assets, Gross $ 156,925 156,925
Intangible assets useful life 5 years  
Contracts    
Intangible Assets, Gross $ 644,846 644,846
Intangible assets useful life 10 years  
In process research and development    
Intangible Assets, Gross $ 604,000 604,000
Intangible assets useful life Indefinite  
Purchased in process R&D    
Intangible assets useful life Indefinite  
FDA 510K clearance    
Intangible Assets, Gross $ 1,396,000 $ 1,396,000
Intangible assets useful life 5 years  
Note 6 - Intangible Assets (Details Narrative)
12 Months Ended
Dec. 31, 2018
USD ($)
Amortization expense $ 533,886
Continuing Operations [Member]  
Amortization expense $ 695,870
Note 7 - Earnings (Loss) Per Common Share (Details) - shares
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Total shares excluded from calculation 22,375,000 8,863,000