UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
or
For the transition period from _______________________to__________________________
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
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| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
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.
Indicate by check mark whether the registrant has submitted
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| Large accelerated filer ¨ | Accelerated filer ¨ |
| Smaller reporting company | |
| Emerging growth company |
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As of August 1, 2022, the issuer had
MEDIXALL GROUP, INC. AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MEDIXALL GROUP, INC. AND SUBSIDIARIES
CONDENDSED CONSOLIDATED BALANCE SHEETS
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses - related party | ||||||||
| Other assets | ||||||||
| Total current assets | ||||||||
| Furniture and equipment, net | ||||||||
| Rights-to-use-intellectual property | ||||||||
| Right-of-use-operating lease asset | ||||||||
| Website and development costs | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accounts payable and accrued expenses - related party | ||||||||
| Operating lease liability | ||||||||
| Total current liabilities | ||||||||
| Operating lease liability, net of current portion | ||||||||
| Senior Convertible Debentures, net of discount of $ | ||||||||
| Total liabilities | ||||||||
| STOCKHOLDERS' DEFICIT: | ||||||||
| Convertible Preferred Series A stock, $ par value, authorized; issued and outstanding | ||||||||
| Convertible Preferred Series B stock, $ par value, authorized; issued and outstanding | ||||||||
| Common Stock, $ par value shares authorized; and shares issued and outstanding | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders' deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders' deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 1 |
MEDIXALL GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2022 | 2021 | |||||||
| Revenue | $ | $ | ||||||
| Operating Expenses | ||||||||
| Professional fees | ||||||||
| Professional fees - related party | ||||||||
| Management fees - related party | ||||||||
| Personnel related expenses | ||||||||
| Other selling, general and administrative | ||||||||
| Total Operating Expenses | ||||||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| Income taxes | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Less preferred stock dividends | ||||||||
| Net loss to common shareholders | $ | ( | ) | $ | ( | ) | ||
| Net loss per common share - basic and diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of common shares outstanding during the periods - basic and diluted | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 2 |
MEDIXALL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
| Series A Voting | Series B Voting | Total | ||||||||||||||||||||||||||||||||||
| Preferred Stock | Preferred Stock | Common Stock | Additional | Stockholders' | ||||||||||||||||||||||||||||||||
| $0.001 Par Value | $0.001 Par Value | $0.001 Par Value | Paid-in | Accumulated | Equity | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||||||||
| Balance, December 31 2020 | ( | ) | ||||||||||||||||||||||||||||||||||
| Proceeds received pursuant to Private Placement Memorandum, net of $ | — | — | ||||||||||||||||||||||||||||||||||
| Proceeds received from sale of Preferred Stock | — | — | ||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance, March 31 2021 (Unaudited) | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance, December 31 2021 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Proceeds received pursuant to Private Placement Memorandum, net of $ | — | — | ||||||||||||||||||||||||||||||||||
| Common stock issued for services | — | — | ||||||||||||||||||||||||||||||||||
| Common stock issued in exchange for right-to-use intellectual property | — | — | ||||||||||||||||||||||||||||||||||
| Fair value of Warrants issued with Convertible Debentures | — | — | — | |||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance, March 31 2022 (Unaudited) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
MEDIXALL GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
| Three Months Ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Common stock issued as compensation for services | ||||||||
| Amortization of debenture discounts | | |||||||
| Changes in operating assets and liabilities: | ||||||||
| Other assets | ( | ) | ( | ) | ||||
| Prepaid expenses - related party | ||||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Accounts payable and accrued expenses - related party | ||||||||
| Amortization of right-of-use operating lease asset | ||||||||
| Amortization of right-to-use intellectual property | ||||||||
| Operating lease liability | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Website and development costs | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from the sale of common stock, net of offering costs | ||||||||
| Proceeds from the sale of preferred stock | ||||||||
| Proceeds from issuance of convertible debentures | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase in cash | ||||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||
| Issuance of Common Stock in exchange for of the Right-to-Use Intellectual Property | $ | |||||||
| Discount issued with Convertible Debentures | $ | |||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
MEDIXALL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1 - Organization and Nature of Operation
MediXall Group, Inc. (the "Company “or “MediXall”) was incorporated on December 21, 1998 under the laws of the State of Nevada under the name of IP Gate, Inc. The Company had various name changes since, to reflect changes in the Company’s operating strategies.
MediXall Group, Inc. (OTCQB:MDXL) is an innovation-driven technology company purposefully designed and structured around delivering products and services to help consumers learn, decide, and pay for healthcare in ways that complement relationships with trusted doctors. The mission of MediXall Group is to revolutionize the medical industry--improve communication, provide better technology and support services, and provide more efficient, cost-effective healthcare for the consumer. The Company generated minimal revenue in 2022 and 2021 as its online healthcare platform is still in the application and development stage. Further discussion on our operations, mission, and initiatives can be found in the Management’s Discussion and Analysis section of this report.
The Company has the following wholly-owned subsidiaries: (1) IHL of Florida, Inc., which is dormant, (2) Medixall Financial Group, which is dormant, (3) Medixaid, Inc., and (4) MediXall.com, Inc., which were established to carry out the development and operation of our healthcare marketplace platform, (5) Health Karma, Inc. which was established in 2020 to increase functionality of the MediXall platform.
Note 2 – Asset Acquisition
On January 17, 2022, the
Company entered into an agreement to acquire the right to use the intellectual property of 24 Hr Virtual Clinic, LLC (“Virtual
Clinic”). In connection with the transaction, the Company issued
shares of common stock of MediXall. In accordance with Accounting Standards Codifiation (“ASC”) 805, the value of the
stock issued was measured based on an independent appraisal of the rights to use the intellectual property valued at $
Pursuant to the agreement, the Company has the right to buyout the existing members of the Virtual Clinic for an additional shares of MediXall. If this transaction occurs the Virtual Clinic will be renamed to “Wellcare First” and become a wholly-owned subsidiary of the Company.
Note 3 – Going Concern
The Company had an accumulated
deficit of $
Since the Company has generated
minimal revenues from its planned operations, its ability to continue as a going concern is wholly dependent upon its ability to obtain
additional financing. Since inception, the Company has funded operations through short-term borrowings, related party loans, and the proceeds
from equity sales in order to meet its strategic objectives. The Company's future operations are dependent upon its ability to generate
revenues along with additional external funding as needed. However, there can be no assurance that the Company will be able to obtain
sufficient funds to continue the development of its business plan. Subsequent to March 31, 2022, the Company has issued common
shares for total proceeds of $
In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. These condensed consolidated financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| 5 |
Note 4 - Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited, condensed consolidated financial statements of the Company have been prepared in accordance with GAAP for interim financial information, and the Securities and Exchange Commission (“SEC”) rules for interim financial reporting. Certain information and footnote disclosures normally included in the condensed consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. However, in the opinion of management, the accompanying interim unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the Company’s condensed consolidated financial position as of March 31, 2022 and the condensed consolidated results of operations and cash flows for the periods presented. The condensed consolidated results of operations for interim periods are not necessarily indicative of the results of operations to be expected for any subsequent interim period or for the fiscal year ending December 31, 2022. The accompanying unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K, which was filed with the SEC on April 19, 2022.
Principles of Consolidation
These unaudited condensed consolidated financial statements presented are those of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated.
Use of Estimates
The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-conforming events. Accordingly, the actual results could differ significantly from estimates.
A material estimate that is particularly susceptible to significant change in the near-term relate to the determination of the impairment of website and development cost. The Company uses various assumptions and actuarial data it believes to be reasonable under the circumstances to make this estimate. Although considerable variability is likely to be inherent in this estimate, management believes that the amount provided is reasonable. This estimate is continually reviewed and adjusted if necessary. Such adjustments are reflected in current operations.
Subsequent Events
Management has evaluated events occurring subsequent to the unaudited condensed consolidated balance sheet date, through August 1, 2022, which is the date the unaudited condensed consolidated financial statements were issued, determining all subsequent events have been disclosed.
| 6 |
Risks and Uncertainties
The Company's operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure. Additionally, the Company faces significant risk and uncertainty related to the coronavirus global pandemic (“COVID-19”) pandemic.
Income Taxes
The Company accounts for income taxes using the liability method prescribed by the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification 740, "Income Taxes". Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the year that includes the enactment date.
Pursuant to accounting standards related to the accounting for uncertainty in income taxes, the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more- likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than -not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de- recognized in the first subsequent financial reporting period in which the threshold is no longer met. The accounting standard also provides guidance on de- recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition.
The Company assessed its earnings history, trends, and estimates of future earnings, and determined that the deferred tax asset could not be realized as of March 31, 2022. Accordingly, a valuation allowance was recorded against the net deferred tax asset.
Revenue Recognition
The Company accounts for revenue in accordance with Accounting Standards Updated ("ASU") ASU 2014-09 Revenue from Contracts with Customers and all subsequent amendments to the ASU (collectively, "ASC 606"). The Company had minimal revenues in 2022 and in 2021. The Company recognizes revenue in accordance with ASC 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation.
In 2022 and 2021, the Company generated revenues from selling bundle medical and wellness services to individuals, employer groups, or third-party administrators from the Company’s Health Karma platform. The Company primarily generates revenue from employer customers and consumer subscription fees, which are typically a 12-month commitment in nature. Through our per-Member-per-month (“PMPM”) subscription model, we enter into contracts with our employer customers that pay a fixed monthly rate based on the total number of members. In most cases, members and their dependents have unlimited access to our platform and do not pay extra fees for increased utilization, unless they wish to access services outside the scope of those covered by the subscription. Our performance obligations are satisfied overtime as we provide access to the Health Karma portal and associated benefits. We recognize revenue monthly as the services are rendered and performance obligations are satisfied.
Senior Convertible Debentures and Warrants
The senior convertible debentures (Convertible Debt) is recorded at its fair value, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the warrant.
Warrants issued with the Convertible Debt are accounted for under the fair value and relative fair value method. The warrant is first analyzed per its terms as to whether it has derivative features or not. The warrant was determined to not have derivative features, and was recorded into equity at its fair value using the Black Scholes option model, however, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the Convertible Debt. The warrants relative fair values is recorded as a discount to the Convertible Debt and as additional paid-in-capital. Discount on the Convertible Debt is amortized to interest expense over the life of the debt.
| 7 |
The Company applies the fair value method in accounting for its stock-based compensation. This standard states that compensation cost is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period. The Company values the stock-based compensation at the market price for the Company's stock as of the date of issuance.
The computation of basic loss per share (“LPS”) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted LPS is based on the number of basic weighted-average shares outstanding. The computation of diluted LPS does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on LPS. Therefore, when calculating LPS, there is no inclusion of dilutive securities as their inclusion in the LPS calculation is antidilutive due to net loss for the periods.
Following is the computation of basic and diluted loss per share for the three month periods ended March 31, 2022 and 2021:
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2022 | 2021 | |||||||
| Basic and Diluted LPS Computation | ||||||||
| Numerator: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Series B Preferred Stock Dividends | ||||||||
| Loss available to common stockholders | $ | ( | ) | $ | ( | ) | ||
| Denominator: | ||||||||
| Weighted average number of common shares outstanding | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted LPS | ||||||||
Potentially dilutive securities not included in the calculation of diluted LPS attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares):
| Series A Preferred stock (convertible) | ||||||||
| Series B Preferred stock (convertible) | ||||||||
| Senior Convertible Debentures and Warrants |
Recoverability of Long-Lived Assets
The Company assesses the recoverability of long-lived assets annually or whenever events or changes in circumstances indicate that expected future undiscounted cash flows might not be sufficient to support the carrying amount of an asset. The Company deems an asset to be impaired if a forecast of undiscounted future operating cash flows is less than the carrying amount. If an asset is determined to be impaired, the loss is measured as the amount by which the carrying value of the asset exceeds its fair value. There was no impairment of long-lived assets pertaining to the three periods ended March 31, 2022 and 2021. However, there can be no assurances that future impairment tests will not result in a charge to operations.
| 8 |
Rights-to-use Intellectual Property
The rights-to-use intellectual property (“Intellectual Property”) is an intangible asset arising from the Company’s right to use the proprietary technology and programs of the Virtual Clinic. The Intellectual Property was initially measured at fair value and will be amortized on a straightline basis over its estimated useful life as the economic benefits are consumed or otherwise realized. Management has determined the estimated useful life to be seven years.
Website and Development Costs
Internal and external costs
incurred to develop, the internal-use computer software during the application and development stage shall be capitalized subsequent
to the preliminary project stage and when it is probable that the project will be completed. As of March 31, 2022 and December 31,
2021, the Company has met the capitalization requirements and has incurred $
Allowance for Uncollectible Accounts Receivable
An allowance for uncollectible accounts receivable is recorded when management believes the uncollectability of the accounts receivable is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance is determined based on management’s review of the debtor’s ability to repay and repayment history, aging history, and estimated value of collateral, if any.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.
NOTE 5 - Right-to-use Intellectual Property
Right-to-use Intellectual Property consists of the following:
| Balances, March 31, 2022 | |||||
| Gross | $ | ||||
| Accumulated amortization | ( | ) | |||
| Net carrying amount | $ |
Estimated amortization expense for the right-to-use intellectual property for each of the future years ending December 31, is as follows:
| 2022 (nine months) | $ | ||||
| 2023 | |||||
| 2024 | |||||
| 2025 | |||||
| 2026 | |||||
| Thereafter | |||||
| Total | $ |
| 9 |
Note 6 – Preferred Stock
The outstanding Series A preferred shares are convertible into common shares. The preferred shares do not pay dividends. The number of votes for the preferred shares shall be the same as the amount of shares of common shares that would be issued upon conversion.
On June 24, 2020, the Company filed with the Secretary of State of the State of Nevada (the “Secretary of State”) a certificate of designation (the “Certificate of Designation”) of Series B Convertible Preferred Stock, par value $ per share (the “Series B Preferred Stock”). The Certificate of Designation was effective upon filing with the Secretary of State and designated a new series of preferred stock of the Company as Series B Convertible Preferred Stock with shares authorized for issuance.
Upon the occurrence of the events as set forth in paragraph (a) or (b) below, each share of Series B Preferred Stock shall be converted into four (the “Conversion Ratio”) fully paid and non-assessable shares of common stock or any shares of capital stock or other securities of the Company into which such common stock shall hereafter be changed or reclassified (the “Conversion Shares”) as set forth in the Certificate of Designation.
(a) Automatic Conversion
Immediately upon the listing of the common stock for trading on the New York Stock Exchange or the Nasdaq Stock Market, all of the issued and outstanding shares of Series B Preferred Stock shall automatically be converted into Conversion Shares without any further action of any holder of Series B Preferred Stock (each, a “Series B Holder” and collectively, “Series B Holders”).
(b) Optional Conversion
A Series B Holder shall have the right at any time during the period beginning on the date which is six months following the date that the Series B Preferred Stock is initially issued and prior to any automatic conversion as provided in the Certificate of Designation, to convert all or any part of the outstanding Series B Preferred Stock held by such Series B Holder into Conversion Shares at the Conversion Ratio as provided in the Certificate of Designation, subject to limitations set forth in the Certificate of Designation.
Dividends
Series
B Holders will be entitled to receive a quarterly dividend, until the conversion of the Series B Preferred Stock, at the rate of
Voting Rights
Each share of Series B Preferred Stock shall have a number of votes on any matter submitted to the holders of the Company’s common stock, or any class thereof, for a vote, equal to the number of Conversion Shares into which the Series B Preferred Stock is then convertible, and shall vote together with the common stock, or any class thereof, as applicable, as one class on such matter for as long as the share of Series B Preferred Stock is issued and outstanding.
| 10 |
Note 7 – Related Party Transactions
Pursuant to an agreement
dated June 2013 and amended in July 2021, TBG Holdings Corp. (“TBG”), was engaged to provide business advisory services,
manage and direct our public relations, provide recruiting services, develop and maintain material for market makers and investment
bankers, provide general administrative services, and respond to incoming investor relations calls. TBG is owned in part by Neil
Swartz, the Company’s Interim Chief Executive Officer and director, and a significant stockholder of the Company, and Timothy
Hart, the Company’s Chief Financial Officer and director, and a significant stockholder of the Company. Effective on June 14,
2022, Neil Swartz voluntarily resigned as CEO at MediXall Group, Inc. and the Company appointed Noel J. Guillama-Alvarez as his
successor. Under this agreement, we pay TBG a monthly fee of $
During the three month period
ended March 31, 2021, the Company paid $
R3 Accounting LLC (“R3”),
owned by Mr. Hart, provides accounting, tax and bookkeeping services to the Company. During the three months ended March 31, 2022 and
2021, the Company expensed $
The Company received short term cash advances during 2021 from Turnkey. The advances are due on demand, unsecured, and do not bear any interest.
Prepaid expenses (accounts payable and accrued expenses) to related parties are as follows:
| Related Party | At March 31, 2022 | At December 31, 2021 | ||||||
| TBG | $ | $ | ||||||
| Turnkey | ( | ) | ( | ) | ||||
| R3 | ( | ) | ( | ) | ||||
| $ | ( | ) | $ | ( | ) | |||
Note 8 – Senior Convertible Debentures and Warrants
The
Company issued warrants to acquire up to an aggregate
The fair value of each warrant issued during the three months ended March 31, 2022 was estimated on the date of issuance using the Black-Scholes option-pricing model with the following assumptions:
| Stock price | $ | |||
| Exercise price | $ | |||
| Risk-free interest rate | % | |||
| Expected dividend yield | % | |||
| Expected stock volatility | % | |||
| Expected life in years |
The expected life was based on the average life of the warrants. Expected volatility is based on historical volatility of Company's common stock. The risk-free rate for periods within the contractual life of the warrants is based on the U.S. Treasury yield curve in effect at the time of issuance. The dividend yield assumption is based on the Company's expectation of dividend payments.
The result was a fair value of $
| 11 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements. Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements contained in this report speak only as of the date of this report, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements. Such forward-looking statements include statements regarding, among other things, matters associated with:
| · | our ability to continue as a going concern, | |
| · | our history of losses which we expect to continue, | |
| · | the significant amount of liabilities due to related parties, | |
| · | our ability to raise sufficient capital to fund our company, | |
| · | our ability to integrate acquisitions and the operations of acquired companies, | |
| · | the limited experience of our management in the operations of a public company, | |
| · | potential weaknesses in our internal control over financial reporting, | |
| · | increased costs associated with reporting obligations as a public company, | |
| · | a limited market for our common stock and limitations resulting from our common stock being designated as a penny stock, | |
| · | the ability of our board of directors to issue preferred stock without the consent of our stockholders, | |
| · | our management controls the voting of our outstanding securities, | |
| · | the conversion of shares of Series A and B preferred stock will be very dilutive to our existing common stockholders, | |
| · | risks associated with and unique to health care, | |
| · | risks associated with stability of the internet, data security, exposure to data breach, and | |
| · | risks associated with COVID-19 |
You should read thoroughly this report and the documents that we refer to herein with the understanding that our actual future results may be materially different from and/or worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements, including those made in this report, in Part I. Item 1A. Risk Factors appearing in our Annual Report on Form 10-K for the year ended December 31, 2021 and our other filings with the Securities and Exchange Commission. Other sections of this report include additional factors which could adversely impact our business and financial performance. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.
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OTHER PERTINENT INFORMATION
Unless specifically set forth to the contrary, when used in this report the terms “MediXall Group”, the “Company,” “we”, “us”, “our” and similar terms refer to MediXall Group, Inc., a Nevada corporation, and its wholly-owned subsidiaries.
GENERAL
The following Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand the Company’s results of operations and financial condition. The MD&A is provided as a supplement to, and should be read in conjunction with the unaudited condensed consolidated financial statements and the accompanying notes included in this Quarterly Report on Form 10-Q.
The MD&A is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
OVERVIEW
MediXall Group, Inc. (OTCQB:MDXL) is an innovation-driven technology company purposefully designed and structured around delivering products and services to help consumers learn, decide, and pay for healthcare in ways that complement relationships with trusted doctors. The mission of MediXall Group is to revolutionize the medical industry--improve communication, provide better technology and support services, and provide more efficient, cost-effective healthcare for the consumer.
Going Concern
We have incurred net losses of approximately $28.2 million since inception through March 31, 2022. The report of our independent registered public accounting firm on our consolidated financial statements for the year ended December 31, 2021 contains an explanatory paragraph regarding our ability to continue as a going concern based upon the fact that we are dependent upon our ability to increase revenues along with raising additional external capital as needed. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to generate revenues or report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company.
Results of Operations
Three Month Period Ended March 31, 2022 Compared to the Three Month Period Ended March 31, 2021
Revenue
We had nominal revenue for the three months ended March 31, 2022 and 2021.
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Operating Expenses
A summary of our operating expense for the three month periods ended March 31, 2022 and 2021 follows:
| Three Months Ended | ||||||||||||
| March 31, | (Decrease) / | |||||||||||
| 2022 | 2021 | Increase | ||||||||||
| Operating expense | ||||||||||||
| Professional fees | $ | 328,657 | $ | 339,580 | (10,923 | ) | ||||||
| Professional fees – related party | 120,000 | 164,038 | (44,038 | ) | ||||||||
| Management fee – related party | 240,000 | 120,000 | 120,000 | |||||||||
| Personnel related expenses | 1,529,954 | 601,550 | 928,404 | |||||||||
| Other selling, general, and administrative | 199,398 | 110,404 | 88,994 | |||||||||
| Total operating expense | $ | 2,418,009 | $ | 1,335,572 | $ | 1,082,437 | ||||||
Operating expenses increased $1,082,437, or 81%, to $2,418,009 during the three months ended March 31, 2022 compared to $1,335,572 during the same period in 2021. The increase in total operating expenses is primarily due to:
1. The decrease in professional fees of $10,923 primarily resulted from the Company issuing shares of its restricted common stock for consulting services during the three month period ended March 31, 2021. There were no such share issuances during the three month period ended March 31, 2022.
2. The decrease in Professional fees – related party of $44,038 is related to $94,000 in marketing and consulting expenses, during the three month period ended March 31, 2021, to two companies which are owned by the former president of Turnkey a related party. There was no such fee during the three month period ended March 31, 2022. This was offset by increased accounting services provided by R3.
3. The increase in management fees - related party of $120,000 is due to an additional contract entered into with TBG to provide management services to our wholly-owned subsidiary, Health Karma, Inc during the three month period ended March 31, 2022. There was no such contract during the three month period ended March 31, 2021.
4. The increase in personnel related expenses of $928,404 is due to issuing shares of its restricted common stock for employee services during the three month period ended March 31, 2022. There were no such share issuances during the three month period ended March 31, 2021.
5. The increase of $88,994 in other selling, general, and administrative is due to an increase in business development and marketing expenses during the three month period ended March 31, 2022.
We expect expenses to increase as we move forward with further enhancing the platform.
Liquidity and capital resources
Liquidity is the ability of a company to generate sufficient cash to satisfy its needs. At March 31, 2022, we had $103,900 in cash and net working capital deficit of $1,007,314.
For the three month period ended March 31, 2022, we raised $1,170,000 from sales of our restricted common stock and issuance of convertible debt, and for the three month period ended March 31, 2021, we raised $1,966,875.
Net cash used in operating activities for three month period ended March 31, 2022 was $1,127,838, as compared to $1,296,180 for the three month period ended March 31, 2021. This change primarily results from our increased net loss, offset by fluctuations in accounts payable and accrued expenses, accounts payable and accrued expenses-related party and the issuance of common stock for services rendered.
Our primary source of capital to develop and implement our business plan has been from sales of common and preferred stock.
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Other Contractual Obligations
None.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have any obligation arising under a guarantee contract, derivative instrument or variable interest or a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.
Critical Accounting Policies
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-conforming events. Accordingly, the actual results could differ significantly from estimates.
A material estimate that is particularly susceptible to significant change in the near-term relate to the determination of the impairment of website and development cost. The Company uses various assumptions and actuarial data it believes to be reasonable under the circumstances to make this estimate. Although considerable variability is likely to be inherent in this estimate, management believes that the amount provided is reasonable. This estimate is continually reviewed and adjusted if necessary. Such adjustment is reflected in current operations.
Risks and Uncertainties
The Company's operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure. Additionally, the Company faces risk and uncertainty related to the COVID-19 pandemic.
Share Based Payment Arrangements
The Company applies the fair value method in accounting for its stock-based compensation. This standard states that compensation cost is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period. The Company fair values the stock-based compensation at the market price for the Company's stock as of the date of issuance.
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Recoverability of Long-Lived Assets
The Company assesses the recoverability of long-lived assets annually or whenever events or changes in circumstances indicate that expected future undiscounted cash flows might not be sufficient to support the carrying amount of an asset. The Company deems an asset to be impaired if a forecast of undiscounted future operating cash flows is less than the carrying amount. If an asset is determined to be impaired, the loss is measured as the amount by which the carrying value of the asset exceeds its fair value. There was no impairment of long-lived assets pertaining to the three month periods ended March 31, 2022 and 2021. However, there can be no assurances that future impairment tests will not result in a charge to operations.
Rights-to-use Intellectual Property
The rights-to-use intellectual property (“Intellectual Property”) is an intangible asset arising from the Company’s right to use the proprietary technology and programs of the Virtual Clinic. The Intellectual Property was initially measured at fair value and will be amortized on a straightline basis over its estimated useful life as the economic benefits are consumed or otherwise realized. Management has determined the estimated useful life to be seven years.
Website and Development Costs
Internal and external costs incurred to develop, the internal-use computer software during the application and development stage shall be capitalized subsequent to the preliminary project stage and when it is probable that the project will be completed. As of March 31, 2022 and December 31, 2021, the Company has met the capitalization requirements and has incurred $453,084 and $451,404, respectively, in costs related to the development of the MediXall platform. Upon completion, the related assets will be amortized over the estimated useful life of the underlying product. The Company will amortize the cost of the intangible asset using amortization methods that reflect the pattern in which the economic benefits of the intangible asset are consumed or otherwise realized.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES.
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
We carried out an evaluation as required by paragraph (b) of Rule 13a-15 and 15d-15 of the Exchange Act, under the supervision and with the participation of our management, including our Interim Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of March 31, 2022.
A material weakness can be defined as an insufficiency of internal controls that may result in a more than remote likelihood that a material misstatement will not be prevented, detected or corrected in a company’s condensed consolidated financial statements.
Based upon that evaluation, our Interim Chief Executive Officer and Chief Financial Officer concluded that as of March 31, 2022, our disclosure controls and procedures were not effective, based on the following deficiencies:
| · | Weaknesses in accounting and finance personnel: We have a small accounting staff and we do not have the robust employee resources and expertise needed to meet complex and intricate GAAP and SEC reporting requirements of a U.S. public company. Additionally, numerous adjustments and proposed adjustments have been noted by our auditors. This is deemed by management to be a material weakness in preparing condensed consolidated financial statements. | |
| · | We have written accounting policies and control procedures, but we do not have sufficient staff to implement the related controls. Management had determined that this lack of the implantation of segregation of duties, as required by our written procedures, represents a material weakness in our internal controls. | |
| · | Internal control has as its core a basic tenant of segregation of duties. Due to our limited size and economic constraints, the Company is not able to segregate for control purposes various asset control and recording duties and functions to different employees. This lack of segregation of duties had been evaluated by management, and has been deemed to be a material control deficiency. |
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The Company has determined that the above internal control weaknesses and deficiencies could result in a reasonable possibility for the condensed consolidated financial statements that a material misstatement will not be prevented or detected on a timely basis by the Company’s internal controls.
Management is currently evaluating what steps can be taken in order to address these material weaknesses. As a growing small business, the Company continuously devotes resources to the improvement of our internal control over financial reporting. Due to budget constraints, the staffing size, proficiency and specific expertise in the accounting department is below requirements for the operation. The Company is anticipating correcting deficiencies as funds become available.
Changes in Internal Control Over Financial Reporting
There were no changes during our last fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company has received a Subpoena from the SEC requesting certain documents in connection with an investigation styled, “In the Matter of TBG Holdings Corporation”. This investigation is a non-public, fact-finding inquiry and does not require disclosure by the Company. The Company has decided to disclose this matter in order to more fully keep our shareholders apprised of matters affecting the Company and its shareholders. The investigation in no way has made a conclusion that anyone has violated any securities laws or regulations. Also, this investigation does not mean the SEC has a negative opinion of any person, entity, or security. All SEC investigations are conducted privately.
As part of its investigation, the SEC has requested certain financial documents and information related to the Company, as well as documents related to transactions with R3, TBG, Turnkey and other entities.
All transactions between the Company and each of R3, TBG and Turnkey are routinely updated and disclosed in the Company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, each as filed with the SEC. These filings can be found on the SEC’s public web site at https://www.sec.gov/cgi-bin/browse-edgar?CIK=1601280&owner=exclude.
The Company is cooperating fully with the SEC in its investigation and has supplied, and if requested, will continue to supply, the SEC with all documents requested in a timely fashion.
To date, the SEC has informed the Company that it is concluding its investigation and it will not be opening an investigation into the Company and at this time.
Various legal claims arise from time to time in the normal course of business which, in the opinion of management, will not have a material effect on the Company's condensed consolidated financial statements.
ITEM 1A. RISK FACTORS.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
During the three month period ended March 31, 2022, we:
| · | Received proceeds of $720,000, net of offering costs of $0, pursuant to a Private Placement Memorandum and for which 1,800,000 shares of restricted common stock were issued. These securities were issued pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof. | |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable to our Company.
ITEM 5. OTHER INFORMATION.
None.
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ITEM 6. EXHIBITS.
| Exhibit No. | Description | |
| 31.1 | Rule 13a-14(a)/ 15d-14(a) Certification of Interim Chief Executive Officer * | |
| 31.2 | Rule 13a-14(a)/ 15d-14(a) Certification of Chief Financial Officer * | |
| 32.1 | Section 1350 Certification of Interim Chief Executive Officer * | |
| 32.2 | Section 1350 Certification of Chief Financial Officer * | |
| 101.INS | XBRL Instance Document * | |
| 101.SCH | XBRL Taxonomy Extension Schema * | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase * | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase * | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase * | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase * |
———————
* Filed herewith.
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SIGNATURES
Pursuant to the requirements 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.
| MediXall Group, Inc. | ||
| Dated: August 1, 2022 | By: | /s/ Timothy S. Hart |
| Timothy S. Hart | ||
| Chief Financial Officer (Principal Financial and Accounting Officer) | ||
| Dated: August 1, 2022 | By: | /s/ Noel Guillama-Alvarez |
| Noel Guillama-Alvarez | ||
| Interim Chief Executive Officer (Principal Executive Officer) | ||
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