Company Quick10K Filing
Medixall Group
Price-0.00 EPS-0
Shares75 P/E0
MCap-0 P/FCF0
Net Debt-0 EBIT-2
TEV-0 TEV/EBIT0
TTM 2019-09-30, in MM, except price, ratios
10-Q 2020-09-30 Filed 2020-11-17
10-Q 2020-06-30 Filed 2020-08-14
10-Q 2020-03-31 Filed 2020-06-16
10-K 2019-12-31 Filed 2020-05-14
S-1 2019-11-05 Public Filing
10-Q 2019-09-30 Filed 2019-11-14
10-Q 2019-06-30 Filed 2019-08-02
10-Q 2019-03-31 Filed 2019-05-30
10-K 2018-12-31 Filed 2019-05-16
10-Q 2018-09-30 Filed 2018-11-14
10-Q 2018-06-30 Filed 2018-08-14
10-Q 2018-03-31 Filed 2018-06-29
10-K 2017-12-31 Filed 2018-03-01
10-Q 2017-09-30 Filed 2017-11-20
10-Q 2017-06-30 Filed 2017-08-21
10-Q 2017-03-31 Filed 2017-05-22
10-K 2016-12-31 Filed 2017-03-30
10-Q 2016-09-30 Filed 2016-11-04
10-Q 2016-06-30 Filed 2016-08-12
10-Q 2016-03-31 Filed 2016-05-16
10-K 2015-12-31 Filed 2016-04-28
10-Q 2015-09-30 Filed 2015-11-16
10-Q 2015-06-30 Filed 2015-08-14
10-Q 2015-03-31 Filed 2015-05-15
10-K 2014-12-31 Filed 2015-04-30
10-Q 2014-09-30 Filed 2014-12-01
8-K 2020-07-27 Enter Agreement, Exhibits
8-K 2020-06-24
8-K 2020-05-14
8-K 2018-06-01
8-K 2018-05-09
8-K 2018-03-07

MDXL 10Q Quarterly Report

Part I. Financial Information
Item 1.
Note 1 - Organization and Nature of Operation
Note 2 - Going Concern
Note 3 - Summary of Significant Accounting Policies
Note 4 - Related Party Transactions
Note 5 - Long Term Debt
Note 6 - Preferred Stock
Note 7 - Pending Legal Matters
Note 8 - Covid 19 Pandemic
Item 2.
Item 3.
Item 4.
Part II - Other Information
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
EX-10.1 mdxl_ex10z1.htm
EX-31.1 mdxl_ex31z1.htm
EX-31.2 mdxl_ex31z2.htm
EX-32.1 mdxl_ex32z1.htm
EX-32.2 mdxl_ex32z2.htm

Medixall Group Earnings 2020-09-30

Balance SheetIncome StatementCash Flow
0.90.50.1-0.4-0.8-1.22013201520172020
Assets, Equity
0.1-0.1-0.4-0.6-0.9-1.12013201520172020
Rev, G Profit, Net Income
0.80.50.2-0.2-0.5-0.82013201520172020
Ops, Inv, Fin

10-Q 1 mdxl_10q.htm QUARTERLY REPORT Quarterly Report


 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


(Mark One)


þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended September 30, 2020


or


¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from _______________________to__________________________


Commission File Number: 333-194337


MediXall Group, Inc.

 (Exact name of registrant as specified in its charter)


Nevada

33-0864127

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification Number)

 

 

2929 East Commercial Blvd., PH-D,

Ft. Lauderdale, Florida

33308

(Address of principal executive offices)

(Zip Code)


954-440-4678

(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. Yes þ  No ¨


Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ  No ¨


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer   ¨

Accelerated filer   ¨

Non-accelerated filer     þ

Smaller reporting company  þ

 

Emerging growth company  ¨


If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ  No ¨


As of November 17, 2020, the issuer had 96,510,930 shares of its common stock issued and outstanding.

 

 

 




 


MEDIXALL GROUP, INC. AND SUBSIDIARIES


INDEX


 

 

Page No.

PART I

FINANCIAL INFORMATION

 

                        

 

                        

ITEM 1.

FINANCIAL STATEMENTS:

1

 

Condensed Consolidated Balance Sheets at September 30, 2020 (unaudited) and December 31, 2019

1

 

Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2020 and 2019 (unaudited)

2

 

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2020 and 2019 (unaudited)

3

 

Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019 (unaudited)

5

 

Notes to Condensed Consolidated Financial Statements (unaudited)

6

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

14

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

18

ITEM 4.

CONTROLS AND PROCEDURES

18

 

 

 

PART II

OTHER INFORMATION

 

 

 

 

ITEM 1.

LEGAL PROCEEDINGS

20

ITEM 1A.

RISK FACTORS

20

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

21

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

21

ITEM 4.

MINE SAFETY DISCLOSURES

21

ITEM 5.

OTHER INFORMATION

21

ITEM 6.

EXHIBITS

21

SIGNATURES

22







 




 


PART I.  FINANCIAL INFORMATION


ITEM 1.

FINANCIAL STATEMENTS


MEDIXALL GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS


 

 

September 30,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

(Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

 

 

Cash

 

$

519,451

 

 

$

446,219

 

Prepaid expenses - related party

 

 

297,630

 

 

 

 

Total current assets

 

 

817,081

 

 

 

446,219

 

 

 

 

 

 

 

 

 

 

Furniture and equipment, net

 

 

27,536

 

 

 

21,662

 

 

 

 

 

 

 

 

 

 

Right-of-use-operating lease asset

 

 

61,425

 

 

 

113,395

 

 

 

 

 

 

 

 

 

 

Website and development costs

 

 

427,464

 

 

 

356,704

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

1,333,506

 

 

$

937,980

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

348,489

 

 

$

160,780

 

Accounts payable and accrued expenses - related party

 

 

19,931

 

 

 

261,801

 

Operating lease liability

 

 

65,457

 

 

 

71,362

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

 

433,877

 

 

 

493,943

 

 

 

 

 

 

 

 

 

 

Operating lease liability, net of current portion

 

 

 

 

 

46,277

 

Long term debt

 

 

165,719

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

599,596

 

 

 

540,220

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY:

 

 

 

 

 

 

 

 

Convertible Preferred Series A stock, $0.001 par value, 1,000,000 authorized; 264,894 issued and outstanding

 

 

265

 

 

 

265

 

Convertible Preferred Series B stock, $0.001 par value, 4,000,000 authorized; 777,560 issued and outstanding in 2020

 

 

778

 

 

 

 

Common Stock, $0.001 par value 750,000,000 shares authorized; 95,807,930 and 80,952,555 shares issued and outstanding

 

 

95,808

 

 

 

80,953

 

Additional paid-in capital

 

 

18,250,569

 

 

 

13,966,326

 

Accumulated deficit

 

 

(17,613,510

)

 

 

(13,649,784

)

 

 

 

 

 

 

 

 

 

Total stockholders' equity

 

 

733,910

 

 

 

397,760

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders' equity

 

$

1,333,506

 

 

$

937,980

 



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

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

 

 

$

807

 

 

$

 

 

$

2,253

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees

 

 

241,454

 

 

 

131,988

 

 

 

1,145,895

 

 

 

448,812

 

Professional fees - related party

 

 

104,050

 

 

 

55,725

 

 

 

245,050

 

 

 

186,275

 

Management fee - related party

 

 

120,000

 

 

 

120,000

 

 

 

360,000

 

 

 

360,000

 

Personnel related expenses

 

 

428,633

 

 

 

311,556

 

 

 

1,998,460

 

 

 

868,602

 

Other selling, general and administrative

 

 

72,494

 

 

 

96,416

 

 

 

214,321

 

 

 

268,205

 

Total Operating Expenses

 

 

966,631

 

 

 

715,685

 

 

 

3,963,726

 

 

 

2,131,894

 

Loss before income taxes

 

 

(966,631

)

 

 

(714,878

)

 

 

(3,963,726

)

 

 

(2,129,641

)

Income taxes

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(966,631

)

 

$

(714,878

)

 

$

(3,963,726

)

 

$

(2,129,641

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per common share - basic and diluted

 

$

(0.01

)

 

$

(0.01

)

 

$

(0.04

)

 

$

(0.03

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding during the periods - basic and diluted

 

 

93,506,088

 

 

 

74,640,786

 

 

 

88,660,995

 

 

 

72,874,854

 



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.




2



 


MEDIXALL GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2020 AND 2019


 

 

Series A Voting

 

 

Series B Voting

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock

 

 

Preferred Stock

 

 

Common Stock

 

 

Additional

 

 

 

 

 

Total

 

 

 

$0.001 Par Value

 

 

$0.001 Par Value

 

 

$0.001 Par Value

 

 

Paid-in

 

 

Accumulated

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Equity

 

Balance, December 31, 2018

 

 

264,894

 

 

$

265

 

 

 

 

 

$

 

 

 

69,642,554

 

 

$

69,642

 

 

$

10,701,887

 

 

$

(10,228,833

)

 

$

542,961

 

Proceeds received pursuant to Private Placement Memorandum, net of $0 offering cost (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,351,000

 

 

 

2,351

 

 

 

605,523

 

 

 

 

 

 

607,874

 

Common stock issued for services (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

240,000

 

 

 

240

 

 

 

124,760

 

 

 

 

 

 

125,000

 

Net loss (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(744,398

)

 

 

(744,398

)

Balance, March 31, 2019 (unaudited)

 

 

264,894

 

 

 

265

 

 

 

 

 

 

 

 

 

72,233,554

 

 

 

72,233

 

 

 

11,432,170

 

 

 

(10,973,231

)

 

 

531,437

 

Proceeds received pursuant to Private Placement Memorandum, net of $0 offering cost (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,471,500

 

 

 

1,472

 

 

 

390,155

 

 

 

 

 

 

391,627

 

Net loss (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(670,365

)

 

 

(670,365

)

Balance, June 30, 2019 (unaudited)

 

 

264,894

 

 

 

265

 

 

 

 

 

 

 

 

 

73,705,054

 

 

 

73,705

 

 

 

11,822,325

 

 

 

(11,643,596

)

 

 

252,699

 

Proceeds received pursuant to Private Placement Memorandum, net of $0 offering cost (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,711,000

 

 

 

1,711

 

 

 

631,289

 

 

 

 

 

 

633,000

 

Common stock issued for services (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

52,668

 

 

 

53

 

 

 

26,281

 

 

 

 

 

 

26,334

 

Net loss (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(714,878

)

 

 

(714,878

)

Balance, September 30, 2019 (unaudited)

 

 

264,894

 

 

$

265

 

 

 

 

 

$

 

 

 

75,468,722

 

 

$

75,469

 

 

$

12,479,895

 

 

$

(12,358,474

)

 

$

197,155

 



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 



3



 


MEDIXALL GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)(CONTINUED)

THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2020 AND 2019


 

 

Series A Voting

 

 

Series B Voting

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock

 

 

Preferred Stock

 

 

Common Stock

 

 

Additional

 

 

 

 

 

Total

 

 

 

$0.001 Par Value

 

 

$0.001 Par Value

 

 

$0.001 Par Value

 

 

Paid-in

 

 

Accumulated

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Equity

 

Balance, December 31, 2019

 

 

264,894

 

 

$

265

 

 

 

 

 

 

 

 

 

80,952,555

 

 

$

80,953

 

 

$

13,966,326

 

 

$

(13,649,784

)

 

$

397,760

 

Proceeds received pursuant to Private Placement Memorandum, net of $0 offering cost (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,907,000

 

 

 

1,907

 

 

 

499,843

 

 

 

 

 

 

501,750

 

Common stock issued for services (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,964,375

 

 

 

3,964

 

 

 

1,039,101

 

 

 

 

 

 

1,043,065

 

Net loss (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,851,085

)

 

 

(1,851,085

)

Balance, March 31, 2020 (unaudited)

 

 

264,894

 

 

 

265

 

 

 

 

 

 

 

 

 

86,823,930

 

 

 

86,824

 

 

 

15,505,270

 

 

 

(15,500,869

)

 

 

91,490

 

Proceeds received pursuant to Private Placement Memorandum, net of $3,000 offering cost (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,350,000

 

 

 

2,350

 

 

 

594,650

 

 

 

 

 

 

597,000

 

Proceeds received from sale of Preferred Stock (unaudited)

 

 

 

 

 

 

 

 

500,000

 

 

 

500

 

 

 

 

 

 

 

 

 

499,500

 

 

 

 

 

 

500,000

 

Common stock issued for services (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,880,000

 

 

 

1,880

 

 

 

468,120

 

 

 

 

 

 

470,000

 

Net loss (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,146,010

)

 

 

(1,146,010

)

Balance, June 30, 2020 (unaudited)

 

 

264,894

 

 

 

265

 

 

 

500,000

 

 

 

500

 

 

 

91,053,930

 

 

 

91,054

 

 

 

17,067,540

 

 

 

(16,646,879

)

 

 

512,480

 

Proceeds received pursuant to Private Placement Memorandum, net of $0 offering cost (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,754,000

 

 

 

3,754

 

 

 

906,746

 

 

 

 

 

 

910,500

 

Proceeds received from sale of Preferred Stock (unaudited)

 

 

 

 

 

 

 

 

277,560

 

 

 

278

 

 

 

 

 

 

 

 

 

277,283

 

 

 

 

 

 

277,561

 

Common stock issued to related party (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,000,000

 

 

 

1,000

 

 

 

(1,000

)

 

 

 

 

 

 

Net loss (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(966,631

)

 

 

(966,631

)

Balance, September 30, 2020 (unaudited)

 

 

264,894

 

 

$

265

 

 

 

777,560

 

 

$

778

 

 

 

95,807,930

 

 

$

95,808

 

 

$

18,250,569

 

 

$

(17,613,510

)

 

$

733,910

 


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



4



 


MEDIXALL GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2020

 

 

2019

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

Net loss

 

$

(3,963,726

)

 

$

(2,129,641

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation

 

 

3,000

 

 

 

3,000

 

Stock issued as compensation for services

 

 

1,513,065

 

 

 

121,334

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Prepaid expenses - related party

 

 

(297,630

)

 

 

160,590

 

Accounts payable and accrued expenses

 

 

187,709

 

 

 

51,166

 

Accounts payable and accrued expenses - related party

 

 

(241,870

)

 

 

20,319

 

Right-of-use operating lease asset

 

 

51,970

 

 

 

49,047

 

Operating lease liability

 

 

(52,182

)

 

 

(44,991

)

Net cash used in operating activities

 

 

(2,799,664

)

 

 

(1,769,176

)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

Purchase of furniture and equipment

 

 

(8,874

)

 

 

(8,880

)

Website development costs

 

 

(70,760

)

 

 

(5,247

)

Net cash used in investing activities

 

 

(79,634

)

 

 

(14,127

)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Proceeds from the sale of common stock, net of offering costs

 

 

2,009,250

 

 

 

1,632,501

 

Proceeds from the sale of preferred stock

 

 

777,561

 

 

 

 

Proceeds from long term debt

 

 

165,719

 

 

 

 

Net cash provided by financing activities

 

 

2,952,530

 

 

 

1,632,501

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

73,232

 

 

 

(150,802

)

Cash at beginning of period

 

 

446,219

 

 

 

201,509

 

 

 

 

 

 

 

 

 

 

Cash at end of period

 

$

519,451

 

 

$

50,707

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

Cash paid during the period:

 

 

 

 

 

 

 

 

Interest

 

$

 

 

$

 

Income taxes

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

Non-cash transactions:

 

 

 

 

 

 

 

 

Reclassification of stock compensation from other liabilities to common stock

 

$

 

 

$

30,000

 

Right-of-use asset obtained in exchange for operating lease liabilities

 

$

 

 

$

179,341

 

Common stock issued to related party

 

$

1,000

 

 

$

 


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.





5



 


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” or “We”) 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 is a technology and innovation-driven organization that has developed a new generation healthcare marketplace platform seeking to address the growing needs of self-pay and high deductible consumers for greater transparency and price competition in their healthcare costs. The cloud-based MediXall.com platform seeks to connect patients with healthcare providers and wellness services. The Company’s targeted marketplace is Florida, with plans for a nationwide roll-out. Thus far, MediXall has launched the MediXall platform marketplace throughout Florida beginning in 2019 in a controlled launch and launched Health Karma throughout the U.S. in a beta release beginning in August 2020. 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, and (5) Health Karma, Inc. which was established during the third quarter of 2020 to increase functionality of the MediXall platform.


Note 2 – Going Concern


The Company generated no revenue in 2020 and nominal revenue in 2019. The Company has an accumulated deficit of $17,613,510 at September 30, 2020, and does not have sufficient operating cash flows. The accompanying condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplates continuation of the Company as a going concern, which is dependent upon the Company’s ability to establish itself as a profitable business.


In its report with respect to the Company’s consolidated financial statements for the years ended December 31, 2019 and 2018 as included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on May 14, 2020, the Company’s independent auditors expressed substantial doubt about the Company’s ability to continue as a going concern. Because 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 September 30, 2020, the Company has issued 703,000 shares of its restricted common stock for total proceeds of $192,000 and issued 660,000 shares of its Series B preferred stock for total proceeds of $660,000.


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.







6



MEDIXALL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 


Note 3 - 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 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 condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the Company’s condensed consolidated financial position as of September 30, 2020 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, 2020. 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, 2019 included in the Company’s Annual Report on Form 10-K, which was filed with the SEC on May 14, 2020.


Principles of Consolidation


These 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 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.


Subsequent Events


Management has evaluated events occurring subsequent to the condensed consolidated balance sheet date, through November 17, 2020, which is the date the condensed consolidated financial statements were issued, determining all subsequent events have been disclosed.




7



MEDIXALL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 


Note 3 - Summary of Significant Accounting Policies, continued


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. Please see Note 8 for further discussion.


Income Taxes


The Company accounts for income taxes using the liability method prescribed by the Financial Accounting Standards Board’s (“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 period 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 September 30, 2020. Accordingly, a valuation allowance was recorded against the net deferred tax asset.


Revenue Recognition


The Company records revenue when all of the following have occurred; (1) persuasive evidence of an arrangement exists, (2) service delivery has occurred, (3) the sales price to the customer is fixed or determinable, and (4) collectability is reasonably assured.


Revenue is recognized at point of sale, with no further obligations.


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.




8



MEDIXALL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 


Note 3 - Summary of Significant Accounting Policies, continued


Loss Per Share


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.


Following is the computation of basic and diluted loss per share for the three and nine month periods ended September 30, 2020 and 2019:


 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Basic and Diluted LPS Computation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss available to common stockholders

 

$

(966,631

)

 

$

(714,878

)

 

$

(3,963,726

)

 

$

(2,129,641

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

93,506,088

 

 

 

74,640,786

 

 

 

88,660,995

 

 

 

72,874,854

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted LPS

 

$

(0.01

)

 

$

(0.01

)

 

$

(0.04

)

 

$

(0.03

)


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)

 

 

24,900,000

 

 

 

24,900,000

 

 

 

24,900,000

 

 

 

24,900,000

 

Series B Preferred stock (convertible)

 

 

3,110,240

 

 

 

 

 

 

3,110,240

 

 

 

 


Recent Accounting Pronouncements


On December 18, 2019, the FASB issued Accounting Standards Update (“ASU 2019-12”) “Income taxes (Topic 740)—Simplifying the accounting for income taxes”. The amendments in this update simplify the accounting for income taxes by removing certain exceptions to the general principles and also improve consistent application by clarifying and amending existing guidance, such as franchise taxes and interim recognition of enactment of tax laws or rate changes. The amendments in this update are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption of this accounting pronouncement to have a material impact on its condensed consolidated financial statements.


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 nine month periods ended September 30, 2020 and 2019. However, there can be no assurances that future impairment tests will not result in a charge to operations.


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 September 30, 2020, the Company has met the capitalization requirements and has incurred $427,464 in costs related to the development of the MediXall platform.



9



MEDIXALL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 


Note 4 – Related Party Transactions


Pursuant to an agreement dated June 2013 and amended on May 20, 2019, 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. Neil Swartz and Timothy Hart are members of the Company’s Board of Directors. Under this agreement, we pay TBG a monthly fee of $40,000. During the three and nine month periods ended September 30, 2020 and 2019, the Company expensed $120,000 and $360,000, respectively, of related party management fees related to this agreement. At September 30, 2020, the Company had prepaid management fees related to the aforementioned agreement with TBG amounting to $297,630.  At December 31, 2019, there are no such prepaid expenses.


R3 Accounting LLC (“R3”), owned by Mr. Hart, provides accounting, tax and bookkeeping services to the Company. During the three and nine month periods ended September 30, 2020 and 2019, the Company expensed $104,050 and $55,725 and $245,050 and $186,275, respectively, related to R3 services.


Prepaid expenses / (Accounts payable and accrued expenses) to related parties are as follows:


Related Party

 

At

September 30,

2020

 

 

At

December 31,

2019

 

TBG

 

$

297,630

 

 

$

(241,870

)

R3

 

 

(19,931

 

 

(19,931

)

 

 

$

277,699

 

 

$

(261,801

)


EGG Agreement


On September 13, 2019, TurnKey Capital, Inc. (“TurnKey”), a related party of the Company, entered into a Definitive Acquisition Agreement (the “DAA”) with Egg Health Hub, Inc. (“EGG”), pursuant to which EGG would become a wholly owned subsidiary of TurnKey. EGG has no employees, does not currently conduct operations and has no financial assets and liabilities.


EGG is a brand new model for healthcare and wellness that brings together top physicians and wellness professionals into co-practicing communities with shared access to a full-stack technology platform – scheduling, billing, client acquisition, and telemedicine – and flexible access to office space designed to optimize both the physician and client experience. This model creates a compelling new option for re-tenanting traditional shopping centers and mixed-use space.


On July 27, 2020, the Company and TurnKey entered into an assignment of the DAA. As a result of the COVID-19 outbreak, TurnKey determined that the original opportunity that existed with EGG was no longer practical in the short-term. The Company and TurnKey believed, however, that the EGG concept remained a viable concept on a virtual basis, and the Company possesses the infrastructure and willingness to pursue this opportunity. In exchange for 1,000,000 shares of the Company’s common stock, TurnKey assigned its interest in the DAA to the Company. The transaction was accounted for at historical cost as a transaction under common ownership that lacks commercial substance. As such, the issuance of the Company’s common stock to Turnkey was recorded as an increase of $1,000 to common stock, with a corresponding decrease to additional paid-in capital.



10



MEDIXALL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 


Note 5 – Long Term Debt


During May 2020, the Company received a Paycheck Protection Program (“PPP”) loan in the amount of $165,719. The loan matures in May 2022 and bears an interest rate of 1%.  Monthly payments on the loan are deferred until October 2021. The Small Business Administration will forgive the loan if certain employee retention criteria are met and the proceeds are used for eligible expenses.


Note 6 – Preferred Stock


The 264,894 outstanding Series A preferred shares are convertible into 24,900,000 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 $0.001 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 4,000,000 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.




11



MEDIXALL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 


Note 6 – Preferred Stock, continued


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 8% per annum (the “Series B Dividend”). The Series B Dividend will be cumulative, shall accrue quarterly, and be paid via the issuance of a number of shares of common stock of the Company equal to (1) the dollar amount of the Series B Dividend being paid, divided by (2) $0.25 (the “Stock Dividend”). The Stock Dividend shall be paid via the issuance to the applicable Series B Holder of the applicable shares of common stock via book entry in the books and records of the Company. At September 30, 2020, cumulative unpaid dividends on the Series B Preferred Stock amounted to $13,106.


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.


Note 7 – Pending Legal Matters


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.


TBG Holdings Corp. (“TBG”) is owned in part by Neil Swartz, the Company’s Interim Chief Executive Officer and Chairman of the Board, and a significant stockholder of the Company, and Timothy Hart, the Company’s Chief Financial Officer, Treasurer, Secretary and director, and a significant stockholder of the Company. Messrs. Swartz and Hart are members of the Company’s Board of Directors.  Pursuant to an agreement dated June 2013 and amended on May 20, 2019, 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. Under this agreement, the Company pays TBG a monthly fee of $40,000. 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 Accounting LLC (“R3”) and other entities.  R3, owned by Mr. Hart, provides accounting, tax, and bookkeeping services to the Company.


All transactions between the Company and each of TBG and R3 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 not informed the Company that it has opened an investigation into the Company and at this time, the Company is not aware of any investigation into the Company by the SEC.


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.




12



MEDIXALL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 


Note 8 – COVID 19 Pandemic


On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 Outbreak”). In March 2020, the WHO classified the COVID-19 Outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 Outbreak continues to evolve. The impact of the COVID-19 Outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 Outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s results of operations, financial position and cash flows may be materially adversely affected.








13



 


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 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, 2019 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.


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.



14



 


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 (“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 is a technology and innovation-driven organization that is developing a new generation healthcare marketplace platform seeking to address the growing needs of self-pay and high deductible consumers for greater transparency and price competition in their healthcare costs. The cloud-based MediXall.com platform seeks to connect patients with healthcare providers and wellness services. The Company’s targeted marketplace is Florida, with plans for a nationwide roll-out.


MediXall seeks to revolutionize the medical industry by improving communication; providing better technology and support services; and enabling more efficient, cost-effective healthcare for the consumer. By approaching the healthcare ecosystem as a whole, MediXall seeks to create, invest and incubate companies that embody its mission statement.


Recent Development


The Company is expanding its MediXall platform to include Health Karma. Health Karma™ is planned to be an end-to-end free healthcare navigation platform that helps consumers make simpler, smarter healthcare decisions regardless of health insurance status. Health Karma will offer an information driven solution that pairs transparency with personalization to deliver smarter savings at every turn, enabling users to get the most from their health insurance plan.


Thus far, MediXall has launched the MediXall platform marketplace throughout Florida beginning in 2019 in a controlled launch and launched Health Karma throughout the U.S. in a beta release beginning in August 2020.


Going Concern


We have incurred net losses of approximately $17.6 million since inception through September 30, 2020. The report of our independent registered public accounting firm on our consolidated financial statements for the year ended December 31, 2019 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 September 30, 2020 Compared to the Three Month Period Ended September 30, 2019


Revenue


We had no revenue for the three months ended September 30, 2020 and nominal revenue for the three months ended September 30, 2019.


Operating Expenses


A summary of our operating expense for the three month periods ended September 30, 2020 and 2019 follows:


 

 

Three Months Ended

 

 

 

 

 

 

September 30,

 

 

Increase /

 

 

 

2020

 

 

2019

 

 

(Decrease)

 

Operating expense

 

 

 

 

 

 

 

 

 

Professional fees

 

$

241,454

 

 

$

131,988

 

 

$

109,466

 

Professional fees – related party

 

 

104,050

 

 

 

55,725

 

 

 

48,325

 

Management fee – related party

 

 

120,000

 

 

 

120,000

 

 

 

 

Personnel related expenses

 

 

428,633

 

 

 

311,556

 

 

 

117,077

 

Other selling, general, and administrative

 

 

72,494

 

 

 

96,416

 

 

 

(23,922

)

Total operating expense

 

$

966,631

 

 

$

715,685

 

 

$

250,946

 



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Operating expenses increased $250,946, or 35%, to $966,631 during the three months ended September 30, 2020 compared to $715,685 during the same period in 2019. The increase in total operating expenses is primarily due to:


 

(1)

An increase in professional fees of $109,466 which primarily resulted from the Company incurring increased legal and consulting fees related to its healthcare platform and the Health Karma anticipated launch.

 

 

 

 

(2)

Professional fees-related party increased during the three months ended September 30, 2020 due to increased work performed by R3, related to COVID-19 relocation, amended S-1 registration statement,  issuance of the PPP loan and the Series B preferred stock.

 

 

 

 

(3)

The increase in personnel related expenses of $117,077 primarily resulted from the Company increasing the development team used in creating the Health Karma platform.


We expect expenses to continue to increase as we move forward with further enhancing the platform.


Nine Month Period Ended September 30, 2020 Compared to the Nine Month Period Ended September 30, 2019


Revenue


We had no revenue for the nine months ended September 30, 2020 and nominal revenue for the nine months ended September 30, 2019.


Operating Expenses


A summary of our operating expense for the nine month periods ended September 30, 2020 and 2019 follows:


 

 

Nine Months Ended

 

 

 

 

 

 

September 30,

 

 

Increase /

 

 

 

2020

 

 

2019

 

 

(Decrease)

 

Operating expense

 

 

 

 

 

 

 

 

 

Professional fees

 

$

1,145,895

 

 

$

448,812

 

 

$

697,083

 

Professional fees – related party

 

 

245,050

 

 

 

186,275

 

 

 

58,775

 

Management fee – related party

 

 

360,000

 

 

 

360,000

 

 

 

 

Personnel related expenses

 

 

1,998,460

 

 

 

868,602

 

 

 

1,129,858

 

Other selling, general, and administrative

 

 

214,321

 

 

 

268,205

 

 

 

(53,884)

 

Total operating expense

 

$

3,963,726

 

 

$

2,131,894

 

 

$

1,831,832

 


Operating expenses increased $1,831,832, or 86%, to $3,963,726 during the nine months ended September 30, 2020 compared to $2,131,894 during  the same period in 2019. The increase in total operating expenses is primarily due to:


 

(1)

An increase in professional fees of $697,083 which primarily resulted from the Company issuing 2,114,375 shares of its restricted common stock for consulting services. The restricted common stock issued had an aggregate fair market value of $548,774.

 

 

 

 

(2)

The increase in personnel related expenses of $1,129,858 primarily resulted from the Company issuing 3,730,000 shares of its restricted common stock for employee services. The restricted common stock issued had an aggregate fair market value of $964,291.


We expect expenses to continue 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 September 30, 2020, we had $519,451 in cash and net working capital of $383,204.




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For the nine month period ended September 30, 2020, we raised $2,009,250 from sales of our restricted common stock, net of offering costs of $3,000, and for the nine month period ended September 30, 2019, we raised $1,632,501, net of offering cost of $0. For the nine month period ended September 30, 2020, we raised $777,561 from sales of Series B preferred stock. There were no such sales for the nine month period ended September 30, 2019.


For the nine month period ended September 30, 2020, we received $165,719 from the issuance of long term debt (discussed in Note 5). There were no such issuances for the nine month period ended September 30, 2019.


Net cash used in operating activities for nine month period ended September 30, 2020 was $2,799,664, as compared to $1,769,176 for the nine month period ended September 30, 2019. This change primarily results from our increased net loss, offset by fluctuations in prepaid expenses – related party, 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.


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. Please see Note 8 for further discussion.




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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.


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 nine month periods ended September 30, 2020 and 2019. However, there can be no assurances that future impairment tests will not result in a charge to operations.


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 September 30, 2020, the Company has met the capitalization requirements and has incurred $427,464 in costs related to the development of the MediXall platform.


Recently Issued Accounting Pronouncements


See Note 3 to our condensed consolidated financial statements for more information regarding recent accounting pronouncements and their impact to our condensed consolidated results of operations and financial position.


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 September 30, 2020.

  

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.




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Based upon that evaluation, our Interim Chief Executive Officer and Chief Financial Officer concluded that as of September 30, 2020, 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.

  

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.


TBG Holdings Corp. (“TBG”) is owned in part by Neil Swartz, the Company’s Interim Chief Executive Officer and Chairman of the Board, and a significant stockholder of the Company, and Timothy Hart, the Company’s Chief Financial Officer, Treasurer, Secretary and director, and a significant stockholder of the Company. Messrs. Swartz and Hart are members of the Company’s Board of Directors.  Pursuant to an agreement dated June 2013 and amended on May 20, 2019, 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. Under this agreement, the Company pays TBG a monthly fee of $40,000. 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 Accounting LLC (“R3”) and other entities.  R3, owned by Mr. Hart, provides accounting, tax, and bookkeeping services to the Company.


All transactions between the Company and each of TBG and R3 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 not informed the Company that it has opened an investigation into the Company and at this time, the Company is not aware of any investigation into the Company by the SEC.


From time to time, the Company may be the subject of pending or threatened legal actions and proceedings, including those that arise in the ordinary course of business. Management is not aware of any material pending legal proceedings, other than ordinary routine litigation incidental to the business, or proceedings known to be contemplated by governmental authorities, to which the Company or any of its subsidiaries is a party or of which any of their property is the subject. As of the date of this Quarterly Report on Form 10-Q, there are no material proceedings to which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or any associate of any such director, officer, affiliate of the Company, or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.


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.




20



 


ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.


During the nine month period ended September 30, 2020, we:


 

·

Received proceeds of $2,009,250, net of offering costs of $3,000, pursuant to a Private Placement Memorandum and for which 8,011,000 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.

 

 

 

 

·

Received proceeds of $777,561, net of offering costs of $0, pursuant to a Private Placement Memorandum and for which 777,560 shares of restricted Series B preferred stock were issued. These securities were issued pursuant to exemptions from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof.

 

 

 

 

·

Issued 5,844,375 restricted shares of common stock as compensation for services rendered by employees, advisors and independent contractors of the Company with a fair market value of $1,513,065. These securities were issued pursuant to exemptions from the registration requirements of 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.


ITEM 6.

EXHIBITS.


Exhibit No.

 

Description

10.1

 

Consulting Agreement dated as of July 1, 2019 by and between MediXall Group, Inc. and TBG Holdings Corporation. *

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.



21



 


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: November 17, 2020

By:

/s/ Timothy S. Hart

 

 

Timothy S. Hart

 

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

 

 

 

 

 

Dated: November 17, 2020

By:

/s/ Neil Swartz

 

 

Neil Swartz

 

 

Interim Chief Executive Officer (Principal Executive Officer)













22