10-K 1 mdxl_10k.htm ANNUAL REPORT Annual Report


 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K


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


For the fiscal year ended December 31, 2017


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

33-0964127

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer Identification No.)

 

 

2929 East Commercial Blvd., Suite Ph-D

Fort Lauderdale, Florida

33308

(Address of principal executive offices)

(Zip Code)


954-440-4678

(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act: None


Securities registered pursuant to Section 12(g) of the Act:


None

(Title of Class)


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨  No þ


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes þ  No ¨


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes þ  No ¨   (2) Yes þ  No ¨


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes þ  No ¨


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨


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


Large accelerated filer   ¨

 

Accelerated filer   ¨

Non-accelerated filer     ¨

 

Smaller reporting company  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 ¨ No þ


The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of February 23 based upon the closing sale price of the registrant’s common stock, as reported on the OTC Markets Group Inc. QBTM tier (the “OTCQB ”) was $54,493,258.

  

As of February 19. 2018 there were 60,749,882 shares of the registrant’s common stock outstanding.


DOCUMENTS INCORPORATED BY REFERENCE


NONE

 

 




 


TABLE OF CONTENTS

 

MediXall Group, Inc.

ANNUAL REPORT ON FORM 10-K

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

 

PART I

 

 

Item 1.

Business

1

Item 1A.

Risk Factors

9

Item 2.

Properties

15

Item 3.

Legal Proceedings

15

Item 4.

Mine Safety Disclosures

15

 

 

 

PART II

 

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

16

Item 6.

Selected Financial Data

17

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

18

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

19

Item 8.

Financial Statements and Supplementary Data

19

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

20

Item 9A.

Controls and Procedures

20

Item 9B.

Other Information

20

 

 

PART III

 

Item 10.

Directors, Executive Officers, and Corporate Governance

21

Item 11.

Executive Compensation

25

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

26

Item 13.

Certain Relationships and Related Transactions, and Director Independence

27

Item 14.

Principal Accounting Fees and Services

28

 

 

 

PART IV

 

 

Item 15.

Exhibits, Financial Statement Schedules

30

 

 

SIGNATURES

31

 

 

EXHIBIT INDEX

32

 






 


OTHER PERTINENT INFORMATION


We maintain our web site at www.medixall.com. Information on this web site is not a part of this report.


Unless specifically set forth to the contrary, when used in this prospectus the terms “MediXall", the "Company," "we", "us", "our" and similar terms refer to MediXall Group, Inc., a Nevada corporation, and its subsidiary, IHL of Florida, Inc., a Florida corporation. In addition, “2016” refers to the year ended December 31, 2016, “2017” refers to the year ended December 31, 2017, and “2018” refers to the year ending December 31, 2018.


Forward-Looking Statements

  

This Annual Report on Form 10-K 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 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 our status as an emerging growth company,

·

risks associated with and unique to health care, and

·

risks associated with stability of the internet, data security, exposure to data breach.


This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found at various places throughout this report including, but not limited to the discussions under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and "Business." Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the matters described in this Form 10-K generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur.

  

Although forward-looking statements in this report reflect the good faith judgment of our management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and factors that may cause actual results to be materially different from those discussed in these forward-looking statements. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Accordingly, you are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.

  

We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation.




 


PART I


ITEM 1.  BUSINESS.


History

 

MediXall Group, Inc. (formerly Continental Rail Corp.) was incorporated under the laws of the state of Nevada on December 21, 1998 under the name IP Gate, Inc.


On December 31, 2002, IP Gate, Inc. entered into a share exchange agreement and merged with Action Stocks, Inc., a Nevada corporation. Under the terms of the agreement, the original shareholders of IP Gate retained ownership of their shares and Action Stocks shareholders received 14.25 shares of the surviving corporation for each share they owned prior to the merger. The management of the former Action Stocks became the officers and directors of the surviving corporation, which then changed its name to Action Stocks, Inc.


On June 3, 2003, Action Stocks merged with Classic Health Systems. Classic Health Systems was in the Durable Medical Goods industry delivering equipment for home care such as oxygen, ventilators, beds, and CPAPs.


On June 23, 2003 Action Stocks changed its name to Specialized Home Medical Services, Inc. as a result of the acquisition of Classic Health Systems Inc. which continued as a wholly owned subsidiary. On January 3, 2006, the officers and directors resigned in favor of a new board and the incoming President and CEO purchased a block of treasury stock, and became the majority shareholder. Immediately following this change of control, the new management added another wholly owned subsidiary, South East Stamp Sales, LLC in order to expand the company’s operations. This new subsidiary provided cataloging and valuation services for auction companies. In December 2007, the durable medical equipment business and inventory was sold for cash to a similar business operating in the same market, due to declining sales.


Specialized Home Medical Services changed its name to IGSM Group, Inc. in April 2007 to reflect its diverse operations and the removal of the medical related business. The South East Stamp Sales, LLC subsidiary continued operations until December 2009, when it lost the majority of its business due to an economic downturn in its primary customer. The company attempted to engage in an internet technology business through a licensing or acquisition strategy, but it was unsuccessful.


Late December 2012, the Company contracted the services of TBG Holdings Corporation (“TBG”) who assisted with restructuring the Company into a short-line and regional freight railroad holding company. On June 23, 2013, IGSM Group entered into a share exchange agreement with Transportation Management Services, Inc. under which IGSM acquired all of the outstanding stock of TMS in exchange for the issuance of 1,500,000 shares of preferred IGSM stock. TMS was in the business of providing consulting services to railroad companies. IGSM Group changed its name to Continental Rail Corp effective July 10, 2013.


On June 19, 2015, the Company entered into an agreement with Continental Rail, LLC (“LLC”), a Florida limited liability company, and the Series A Preferred Shareholders of the Company. The Company was actively seeking to secure financing for the purchase of the Delta Southern Railroad (“Delta”), a Class III short-line railroad headquartered in Tallulah, Louisiana. Delta was subsequently purchased by Golden Gate Capital (“Golden Gate”), a private equity firm in San Francisco, California. Golden Gate decided that it was in its best interest to utilize the railroad operations management skills of certain Preferred Shareholders of the Company to manage the daily operations of Delta (“the Manager”). By the terms of the Agreement, however the Delta Manager cannot be owned (more than 10%) or controlled by a public company. Consequently, the LLC was organized by the Preferred Shareholders as the vehicle to manage Delta and satisfy the conditions set forth in the agreement. In conjunction with this transaction the Company received a 10% interest in the LLC and the preferred shareholders returned their preferred shares to the Company for cancelation.


On June 24, 2016, the Company entered into a share exchange agreement with TBG where the Company exchanged 100% of its membership interest in the LLC in exchange for 1,000,000 shares of the Company held by TBG. The exchange of the LLC interest was facilitated for the purpose of the Company’s pursuit of future acquisitions and/or mergers with other public and/or private entities that would expand its opportunities to create value for the Company’s shareholders. The 1,000,000 shares were cancelled.




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On November 22, 2016, Continental Rail Corp. filed a Certificate of Amendment pursuant to Nevada Revised Statutes (“NRS”) sections 78.385 and 78.390 and a Certificate of Change pursuant to NRS 78.0295 with the Nevada Secretary of State. The Certificate of Amendment provided for a change in the Company’s name from Continental Rail Corp. to MediXall Group, Inc. to reflect a change in our business model to a Healthcare Incubator of development-stage healthcare technology companies. The Certificate of Change provided for a 1 for 15 reverse stock split of the Company’s issued and outstanding common stock, reducing the number of common shares outstanding from 38,921,911 to 2,595,379 of which approximately 85% was controlled by related parties. No preferred shares were outstanding at the time of the Merger discussed below.


On December 13, 2016 the Company, completed a Share Exchange Agreement and Plan of Reorganization (the “Merger”) with IHL of Florida, Inc., a Florida corporation (“IHL”) established in April, 2016 and under common control with the Company. Pursuant to the Merger, IHL shareholders transferred to the Company all their issued and outstanding shares of capital stock. In exchange, the Company agreed to issue 41,131,000 shares of common stock to IHL shareholders, including 18,599,750 shares issued to common control parties and 264,894 shares of Series A Preferred Stock, all issued to common control parties, and convertible into 24,900,000 shares of common stock. The share issuances represent approximately 94.1% of the total issued and outstanding shares of common stock of the Company post-closing. As a result, the Company (i) became the 100% parent of IHL; (ii) assumed the operations of IHL; and (iii) changed its name from Continental Rail Corp. to MediXall Group, Inc.


Due to the common control of IHL and the Company, pursuant to ASC 805-50-25, “Transactions Between Entities Under Common Control” and other SEC guidance including for lack of economic substance, the Merger was accounted for as a transfer of the carrying amounts of assets and liabilities under the predecessor value method of accounting. Financial statement presentation under the predecessor values method of accounting as a result of a business combination between entities under common control requires the receiving entity (i.e., the Company) to report the results of operations as if both entities had always been combined. The consolidated financial statements include both entities’ full results since the inception of IHL in April, 2016.


Prior to the merger, on July 8, 2016, IHL entered into a Share Exchange Agreement with MediXall, Inc., a Florida corporation founded in November 2015. MediXall, Inc is a technology and innovative-driven organization purposefully designed and structured to bring effective change to the healthcare industry by improving healthcare and reducing costs. The Company currently has the rights to use 13 patents and 18 pending patents related to healthcare technologies licensed by The Quantum Group, Inc., (a privately-held Florida corporation), an incubator of companies that design, develop and deploy innovative solutions, technology, products, and services to the healthcare industry. MediXall, Inc. had no material operations prior to the Share Exchange which resulted in the acquisition of $2,200 of debt and no assets or revenue generating activities.


Business Overview

 

MediXall Group, Inc. (hereinafter “MediXall”) is a technology and innovation- driven organization purposefully designed and structured to bring effective change to the U.S. Healthcare Industry. We believe that our revolutionary approach will help drive much of the change we envision is needed in our healthcare system.


Our mission is to build out the MediXaid Provider Network and deliver products and services to that network that are focused on improving  communication; providing better technology and support services; enabling more efficient, cost-effective healthcare for the consumer.


MediXall Group, Inc. currently has three operating divisions.


1.

MediXall Healthcare Marketplace (“MediXall Platform”)

2.

MediXall Finance Group

3.

MediXall Investment Group


The Healthcare EcoSystem™


MediXall’s mission for its Healthcare EcoSystem™ is to create a dynamic distribution platform that attracts and supports new generations of healthcare technologies and services, delivering innovative solutions that help our Provider Network clients optimize their financial and operational performance. Management has developed three strategic initiatives for its Healthcare EcoSystem™ - the Network, the Marketplace, and the Strategic Partner Ecosystem - to identify opportunities in the market and seamlessly integrate innovative solutions that will benefit MediXall, our clients, and the healthcare industry as a whole.




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Strategic Initiative 1: Build a Robust Healthcare Provider Network


Since inception, MediXall’s first strategic initiative was centered around building a robust MediXaid Provider Network of Healthcare Providers, which include licensed and certified diagnostic centers, medical service providers, medical product providers and physician practices. The MediXaid Provider Network continues to gain significant traction in South Florida, and the Company’s network growth has accelerated over the past few months, now surpassing 5,500 healthcare providers registered in its Early Adopter Program.


Management believes that building the MediXaid Provider Network is key to expanding MediXall’s reach, as it creates access to a growing network of credentialed service providers, fully vetted suppliers, medical facilities and diagnostic centers.


This affords MediXall’s portfolio of products and services the opportunity to become the preferred resource of ancillary services to healthcare providers that participate in its provider network, as well as to other healthcare providers, physician groups, testing facilities, nursing homes and hospitals. Furthermore, MediXall’s integrated network of providers will offer leverage to substantially accelerate distribution for future products and services that MediXall brings to market.  In order to have a strong launch of the MediXall Platform and good momentum during the early quarters, MediXall has established a strong marketing and sales team that will grow with the company, continue to facilitate the rapid development of a strong healthcare provider network in South Florida and further serve as a foundation for expanding the Company’s reach throughout the State, and nationwide.


Strategic Initiative 2: Develop a Central Platform Connecting Providers, Patients, and Stakeholders with Just-in-time Service Model


The second strategic initiative was to develop the MediXall Healthcare Marketplace, which would act as the central portal for the MediXaid Provider Network, consumer/patients, and many of the products and services we have under the MediXall Umbrella. Because of the complexity and fragmentations of the industry, online marketplaces such as WebMD have seen remarkable success within the U.S. digital healthcare market. Generally accepted as a forum with potential to reduce inefficiencies and increase transparency, the online marketplace is a free-market environment, utilizing the power of competition to empower the consumer as it reduces inefficiencies and increases transparencies. In this era of rapidly increasing deductibles and healthcare costs, the MediXall cloud-based platform is designed to be transformational and disruptive to traditional methods of medical care and provisioning of medical services to the consumer.


Our vision for the MediXall Platform’s prominence in the healthcare marketplace is to create a unified online environment that connects physicians and caregivers to patients, and payers to the caregivers, across all healthcare settings. Starting with pricing transparency and leveraging the just-in-time service delivery model, we intend to expand our service offerings to enable smarter care and empower the customer/patient at virtually every point of the healthcare continuum; whether organically, through acquisitions, or through integration with our strategic partners’ solutions. As we expand the Healthcare EcoSystem™, the MediXall Healthcare Marketplace will facilitate such transformation in the future of healthcare by offering community connectivity, interoperability, data analytics, and consumer engagement features and functionality.


Strategic Initiative 3: Create Partnerships and JVs to Offer Needed Products and Services to Both Healthcare Providers and Their Customer/Patients


The third strategic initiative was to create an integrated healthcare partner ecosystem that would enhance the operations of the healthcare providers, offering patients the tools and services that would allow them to take control of their own health-care. It is Management’s prime directive to provide high-quality integrated services, encompassing a broad range of functionality and information, acting as a liason between providers, patients and payers. An outstanding ecosystem of strategic partners who extend the value of our platform in powerful ways is taking shape. These developers and partners have built healthcare apps, devices, and technology enabled services aimed at improving the quality of healthcare, empowering the patient, and lowering the cost of health delivery. In response to the enthusiastic welcome for healthcare pricing transparency from the 5,500-plus healthcare providers that have become Early Adopters of the MediXaid Provider Network so far, our team began to ask what more we could do to support our practitioners in building their practices. Many expressed a need for better access to patient information, better ways to increase attendance to appointments, and financial services to support both patient procedures and practice growth and operations. As part of our MediXall business model, we are selecting the highest quality and most effective products and services to add to our Healthcare EcoSystem™ that will address these needs, while at the same time help MediXaid Provider Network members increase their net margins and keep more of their revenue, as well as assist in reducing their business operations burden.




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After launch of the MediXall Healthcare Marketplace in March 2018, we plan to integrate with our technology partners, enabled by our application programming interface, or API, through which we will grant access to approved developers and partners. We believe that the opportunities and technology provided by our partners enhance the power of our marketplace and contribute to the attractiveness and critical position of the MediXall Platform within the Healthcare EcoSystem™.


Furthermore, the strategic partnerships that MediXall is engaging will ultimately help to accelerate the Company’s mergers and acquisitions pipeline and increase the value of the proposition for potential acquisition targets.


How the MediXall Healthcare EcoSystem™ Works


Our MediXall Healthcare Marketplace, along with our strategic partners and their respective products and services should create powerful network effects that benefit our entire Healthcare EcoSystem™. As more local healthcare businesses adopt our platform, more provider listings appear on the MediXall Healthcare Marketplace and third-party partner sites available through the MediXaid Provider Network. As awareness of these businesses increases through these marketing channels, they will attract more consumers to our platform. Those consumers then attract even more healthcare businesses to our platform. As those businesses and consumers engage in more transactions on our platform, this increases bookings and partner revenue, and enables additional revenue streams from demand generation. Finally, as we add more healthcare providers and consumers to our Healthcare EcoSystem™, we attract more technology developers and strategic partners who can leverage our Provider Network and use our API to develop additional apps and services that extend the capabilities of our MediXall Healthcare Marketplace.

  

Milestones


Since inception, MediXall Group has achieved the following:


·

The MediXall Healthcare Marketplace has soft-launched in the testing phase - on track for a 1st quarter 2018 controlled launch.


·

MediXaid Provider Networks 5,500+ healthcare providers registered in the Early Adopter Program are now completing their legal agreements and being verified and reviewed for placement on the Platform.


·

In May 2017, MediXall partnered with Crossroads Capital Finance Group to offer financial products to our MediXaid Provider Network members, to assist them in developing their businesses and client/patient relationships.


o

Based on the success of the joint venture, MediXall Group has entered into an agreement to purchase the Health Care division of Crossroads Capital Finance and have set up a MediXall Group division called MediXall Finance Group.


·

Entered into strategic partnerships with the following companies


o

SafeRide Health a digital health platform that connects care providers to appropriate medically qualified transport and Lyft to manage no-shows and transportation for high risk or high need patients. Studies indicate that an es-timated 3.6 million Americans miss medical appointments because they lack quality public transit or don’t have a car, costing the health care system an estimated $150 billion in delays.


o

Quantum Innovations Inc. – a developer of state-of-the-art business models with approved and pending patented technology, and leading industry re-search initiatives, Quantum Innovations provides unique value, solutions and insight towards the transformation of the healthcare industry.


Division 1: MediXall Healthcare Marketplace Overview


MediXall Healthcare Marketplace, a wholly owned subsidiary of MediXall Group, is currently launching a new generation Healthcare Platform to address the growing need of self-pay and high deductible consumers for greater transparency and price competition in their healthcare costs. Our integrated cloud-based platform for the healthcare industry helps providers simplify the way they run their businesses, attract and engage more patients, boost their revenues and focus more on providing high quality care to their patients. Moreover, the platform helps patient/clients find price transparency and gives them the ability to make informed choices based on price, location and schedule for requested medical products and services. In this era of rapidly increasing deductibles and healthcare costs, the cloud-based Healthcare Marketplace is designed to be transformational and disruptive to traditional methods of medical care and provisioning of medical services to the consumer.



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The MediXall Healthcare Marketplace is an electronic healthcare platform where patients/ clients can shop for their own medical services; diagnostic procedures and services; and medical equipment and devices. The platform will offer consumers and corporations, such as self-insured companies operating under ERISA (Employee Retirement Security Act of 1974) and private insurance companies, the ability to cost compare, price and sort for medical services and products by price, first available appointment and nearest location. We believe the platform will be disruptive to the traditional method of provisioning medical care and services; and, strike at the heart of runaway costs, in a climate of soaring personal deductibles and increasing healthcare insurance costs to individuals and corporations.


The cloud-based platform is designed to work in both a mobile and desktop environment. MediXall operates in a form of reverse auction where the consumer will choose from a list of the products and or services required. Qualified and vetted suppliers will compete based on a combination of quality score, location, best price and convenience.  We firmly believe that MediXall will lower costs to the patient-consumer/ buyer and healthcare industry at large.


MediXall is bringing a consumer-centric marketing model that has been successful in the retail industry to the healthcare market.  This new online, easily accessible and understood “auction” of medical care will offer patient/consumers the opportunity to review the services offered and costs of service for desired procedures, and ultimately a large number of practitioners will participate in order to compete. One has only to look at the success of Amazon, that brought a disruptive retail platform to the retail industry; and Uber for the taxi industry, that has been valued at $68 billion to see the huge potential for growth in shareholder value. MediXall’s patent-protected technology secures a strong leadership position in this market innovation.


We believe millions of healthcare providers around the world are looking for a simple, efficient and reliable way to manage their operations, specifically their patient discovery & acquisition operation.  Management tasks are generally time consuming, preventing providers from focusing on delivering their core services. This results in a loss of revenue-generating opportunities, lower client satisfaction and lower client retention. We developed the MediXall Healthcare Marketplace to enable these providers to focus on delivering high-quality care to patients and be able to outsource functions that are not their core concentration. Through our integrated cloud-based platform, we enable providers to easily maximize staff efficiency, in-crease patient volume, increase their revenue, and publicize their practice – all in a cost-effective manner. We also plan to offer advanced marketing and client re-tention capabilities to help practices acquire and retain their clients, and analytics capabilities to help them improve their practice and plan for the future. At the same time, we offer consumers a single platform to discover, evaluate and book health-care services.  We provide convenient “one-stop-shop” access to our providers’ medical services and products, which include the following general categories, but not limited to:


·

Physician services including cosmetic services and surgery;

·

Dental services including orthodontics, endodontics, and oral surgery, and other dental services;

·

Diagnostic services including MRI, MRA, CT Scan, Stress Tests, sonograms and ultrasounds;

·

Laboratory services;

·

Pharmacies, pharmaceuticals and formularies;

·

Medical supplies, medical equipment; and,

·

Home healthcare services.


In addition, provider reviews on our platform can only be written by consumers who have actually used a service by a MediXaid Network Provider Member through the MediXall Healthcare Marketplace.  As a result, consumers are able to access credible reviews that provide a basis for informed decisions. The net effect of the vendor- competitive model of the platform is it empowers consumers to control their healthcare based on a combination of quality score, location, price and convenience.


Division 2: MediXall Finance Group Overview


As mentioned under Milestones, prompted by the success of the joint venture between Crossroads Capital Finance Group and the MediXaid Provider Network, the company has entered into an agreement to purchase the Health Care division of Crossroads Capital Finance, and, accordingly, is setting up a MediXall Group division called MediXall Finance Group. This is the second revenue center currently generating revenue. MediXall’s growing lineup of institutional and private lenders has custom-designed financing products to serve four critical needs in the healthcare sector:


1)

Medical Procedure Loans for Healthcare Practitioners to offer their patients the option to receive care when they need it, and to make payments over time

2)

Cosmetic and Elective Procedure Loans through Practitioners



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3)

Commercial Loans for business expansion, equipment purchases and leases

4)

Medical Accounts Receivable loans to help practices bridge the gap between the time when service is rendered, and payment is received.


MediXall Finance Group’s products are designed to assist practitioners and their patient/clients through each phase of their evolution, from setting up and equip-ping a state-of-the-art practice, helping patients get the care they need right now, whether medically imperative or elective, and helping practices smooth out the process of maintaining cash flow.


Division 3: MediXall Investment Group


The foundation concepts for the MediXall Platform and the Healthcare EcoSystem™ were developed in cooperation with the MediXall Group Chairman, Noel Guillama, MD, and strategic partner company Quantum Group, Inc.  MediXall Investment Group has developed a new model for a healthcare “Ecosystem” hub to address the challenges and opportunities associated with the current state of Healthcare: enabling consumers to find a “best match” for their healthcare-related needs and associated products. The MediXall Investment Group will seek to acquire, or partner with owners of superior healthcare inventions to create mutually beneficial agreements that generate revenue through the use of patented intellectual property.


Approaching the Healthcare EcoSystem™ as a whole, MediXall creates, partners with, and invests in companies that embody our mission statement. Before we engage in binding agreements with a company, it must address three or more of these five objectives:


1.

Reduce cost

2.

Promote better care and improves overall consumer wellness

3.

Create efficiencies and reduces waste and/or redundancies

4.

Follow the master trend in healthcare and demographics

5.

Remain consistent with U.S. Policies in the industry


Market Analysis: Rising Healthcare Costs


Healthcare spending, overall, is very high in the United States, and growing. From 2005 to 2016, health care spending in the United States tripled. In 2016, it reached nearly $3.4 trillion, up 4.8 percent from 2015. That makes healthcare one of the country’s largest industries, equaling approximately17.8 percent of gross domestic product. In comparison, health care costs were $27.2 billion in 1960, just 5 percent of GDP. That translates to an annual health care cost of $10,348 per person in 2016 versus just $146 per person in 1960. Health care costs have risen faster than annual income. According to The Centers for Medicare and Medicaid Services (CMS), U.S. health care spending is projected to reach nearly $5.5 trillion by 2025, a full 20 percent of GDP.


Furthermore, the average insurance premium for consumers has risen 19% over the past five years, to $7,000 for single coverage in 2017, and to nearly $19,000 for family coverage, according to the Kaiser Family Foundation. However, only 80% of health insurance premiums go towards paying for service, while the other 20% is lost in administrative overhead. Oftentimes healthcare providers go unpaid for months, or longer — causing ever increasing costs.


Despite employers paying about three quarters of their workers’ premiums, according to the Society for Human Resource Management, individual workers’ health costs have gone up as well. In addition to premium increases, their out-of-pocket costs, which include what they spend for deductibles, co-pays and co-insurance, have risen too. Between 2005 and 2015 average out-of-pocket costs grew 66%, or more than twice the growth rate in wages during that period, according to Kaiser.


The Patient’s Perspective


Patients struggle to bear the high costs of health care in the United States by paying increasingly expensive insurance premiums, which can only serve as a cap on a familys exposure to nancial ruin. Because of high annual deductibles, most patients day to day care is still paid out of pocket.


Since costs such as a doctor visits and many other routine visits are paid out of pocket, price comparison is increasingly important. Currently, consumers suffer from a lack of transparency, trust, and a general inability to systematically access the best health care at the most affordable price.



6



 


While the internet has increased the amount of information available to health care consumers, many self-pay consumer purchases are a result of chance, haphazard decision making, procrastination, and poor information. Moreover, many Healthcare Providers have not thought about what they would charge a cash-pay patient who pays up-front at the time of service. As a result, the self-pay consumer pays the health care provider at the provider’s ‘Usual and Customary Rate’, which on average is 40% more than what insurance companies pay for their insured members. This discount represents one of the largest advantages of the insurance model.


Prices for a given procedure vary widely, however, within a town, state, country—without necessarily any real difference in the quality of outcomes as well. Researchers for a Health Care Cost Institute study found the national average price for 242 common services—everything from lab tests and X-rays to more extensive procedures like hip replacements and angioplasties—varied extensively across states as well as within metropolitan areas. For example, in Cleve-land, the average price paid for a pregnancy ultrasound was $522. But just 60 miles away in Canton, Ohio, the average price was $183, according to the study.


An Amino Study of MRI prices found that the price of an MRI can be thousands of dollars more if you go to a hospital than if you go to an imaging center, depending on your state. Although many qualify for subsidized insurance premiums, they are still required to pay their deductible up front. In 2015, the Affordable Care Act capped this at $6,500 for an individual and $13,200 for a family-potentially ruinous costs for many low to middle income Americans.


As a result, increasing numbers of patients go without insurance entirely, thinking their healthcare needs would not justify the expense of an insurance premium. Oliver Wyman found that enrollment in the healthcare exchanges decreased by 22 percent in 2016 and 2017. This population, often young and too well off to qualify for government-funded welfare programs like Medicaid, therefore neglect going to the doctor for routine visits. This represents a loss both for patients and providers.


The Provider’s Perspective


For health care providers, offering services to insured patients is complicated, costly and fraught with delays. As indicated above, providers customarily discount their services by an average of 40% as a result of the insurance companies’ bargaining positioning. Moreover, providers often must wait for months before a claim is reviewed and approved by insurance companies and they receive payment. Finally, providers must write off a large percentage of their billings due to unpaid co-pays, deductible, co-insurance, disputed billing, and other situations.


According to many providers, the wait time for payment from an insurance provider is 27-90 days on average from the time of service. The administrative burdens and payment delays often increase when government programs like Medicare and Medicaid are involved. Illinois, for example, has more than $5 billion dollars in unpaid state health insurance and $2 billion dollars in unpaid Medicaid bills to healthcare providers who in many cases have waited years to be reimbursed. The situation is so bad that many providers opt not to deal with Medicaid, turning away those most in need because they cannot afford to provide services for free. Approximately 50 percent of providers make this tough decision.


These administrative costs overburden providers as well as insurance companies. Approximately 80 percent of a healthcare insurance premium goes directly to medical services, on average. The remaining 20 percent goes to administrative costs of the insurance company.


These difficulties have led to a sharp increase of providers abandoning insurance companies in favor of cash only, concierge medicine, and other alternative business models. Many providers, however, cannot afford to completely replace their business model, which is what is often necessary to make the transition protable.


MediXall Healthcare Ecosystem: Finding the Right Solution for Patients and Providers

  

By delivering a solution that better connect consumers with high-quality healthcare providers and wellness services, MediXall enables our Provider Network members to engage consumers with the level of price transparency and digital convenience that they have come to expect in every other aspect of their lives.




7



 


Strategic Focus

  

Onboarding and Quality Assurance


MediXall is committed to promoting the highest level of quality care for its users. In support of this commitment, practitioners who join the MediXaid Provider Network must undergo a rigorous process called credentialing in order to be able to provide services through the MediXall Healthcare Marketplace.


Once a health provider has requested to join our marketplace, we conduct a full credentialing process that evaluates the qualifications and practice history of a health provider. Credentialing involves many steps, which ensure that providers meet our stringent standards and are capable of providing MediXall users with the quality of care they have come to expect. Once a providers participation application is received, we verify the qualifications and practice history of a health provider. This information includes, but not limited to:


·

All medical and postgraduate training

·

Board certification in the providers area of specialty

·

Current licensure

·

Any sanctions against the provider's license

·

Malpractice coverage

·

Malpractice history, work history, medical history


If the provider passes all of these checks, the application is then forwarded to the MediXall Credentialing Committee for review. This committee includes healthcare providers from our provider network, along with providers from within the community. Providers who are approved by this committee become MediXall preferred providers and can begin providing services through our Healthcare Marketplace Platform.


Credentialing is a lengthy, but necessary, process to ensure that our users have access to quality healthcare providers. We expect to be capable of providing ownership disclosure on nearly all Providers. Meanwhile, the consumer on the buying side of the transaction will be protected by their aforementioned “rolling encryption, uniquely coded profile and member identification for each user.”


Sales and Marketing


We deploy a direct sales approach driven by an inside sales team based in Ft Lauderdale, Florida, and Orlando, Florida. Our sales team qualifies and manages prospective and current MediXaid Network Providers, aiming to initiate, retain, and expand their use of our platform over time. Our sales team partners with the technology team to provide consultation and product demonstration to prospects to accelerate the onboarding of new subscribers. As we begin the roll out of the MediXall Healthcare Marketplace to employers, we intend to develop and expand a field sales team responsible for discovery, qualification, and account management for larger organizations.


Our marketing efforts are focused on generating awareness of our platform, creating sales leads, establishing and promoting our brand, and cultivating a community of successful and vocal healthcare providers and consumers. We utilize both online and offline marketing initiatives, including search engine and email marketing, online display and print advertising, participation in trade shows, events and conferences, permission marketing, social media and media outreach, and strategic partnerships and endorsements.





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Revenue Model  

  

Our revenue model is comprised of four primary components:


Technology Fees.  Revenue we receive from providers for the use of the technology, once a patient requests the appointment from that specific provider. All providers pay outstanding fees on a monthly basis to MediXall.


Subscription and Services. With the Company soft-launching the MediXall Healthcare Marketplace in South Florida, early-adopter providers can join the platform for one year at no cost. During this time, the provider is only subject to technology fees as they accrue. We are leveraging this Provider user base and associated data to refine the app, identify what works and what does not work and offer enhancements and upgrades for Subscription fees. As we begin the broader-based market rollout of the MediXall Healthcare Marketplace, we expect subscription and services revenue will be generated primarily from sales of subscriptions and additional features for the MediXall Healthcare Marketplace. We expect most of subscription fees to be prepaid by subscribers on a monthly basis via a credit card and, to a lesser extent, billed to subscribers on an annual or quarterly basis.


Financing Revenue. We earn financing revenue from revenue share arrangements with third-party payment processors and lenders on transactions between MediXaid Provider Network members who utilize our financing solutions and their consumers. Financing solutions offered to the MediXaid Provider Network in-clude: 1) Patient financing for healthcare practitioners to offer their patients the option to receive care when they need it, and to make payments over time, 2) Cosmetic and elective procedure financing through practitioners, 3) Commercial financing for practice expansion, equipment purchases and leases, and 4) Medical accounts receivable financing. We expect our financing revenue to increase both in absolute dollars and as a percentage of total revenue as we add new providers who utilize our financing solutions, as existing providers and consumers increase the volume of transactions that they process through our financing solutions, and as our aggregate volume of financing transactions reduces our related costs and increases margins.


Partner Product and Services. MediXaid Provider Network members can choose to enter into a separate contract with MediXall technology partners to purchase additional features and functionalities, as well as other products and services. We receive a revenue share from these arrangements from our technology partners, which is recorded when earned. Additionally, we intend to develop the MediXall Healthcare Marketplace API, which will create a revenue stream from API platform partners for subscriber site access, data query, and consumer bookings.


Employees

   

As of December 31, 2017 we employed 19 full-time employees.

 

ITEM 1A.  RISK FACTORS.

 

Before you invest in our securities, you should be aware that there are various risks. You should consider carefully these risk factors, together with all of the other information included in this annual report before you decide to purchase our securities. If any of the following risks and uncertainties develop into actual events, our business, financial condition or results of operations could be materially adversely affected.


RISKS RELATED TO OUR BUSINESS


The Company has no operating history and a new business model in an emerging and rapidly evolving market.


MediXall is an early-stage development enterprise and lacks any operating history to evaluate in assessing our future prospects. Our business and prospects in light of the risks and difficulties MediXall will encounter as a development stage company in a new and rapidly evolving market must be seriously considered. We may not be able to successfully address these risks and difficulties, which could materially harm our business and operating results. In addition, we do not know if our business model will operate effectively during the next economic downturn.  Furthermore, we are unable to predict the likely duration and severity of any potential adverse economic conditions in the U.S. and other countries, but the longer the duration the greater risks we face in operating our business. There can be no assurance, therefore, that current economic conditions or worsening economic conditions, or a prolonged or recurring recession, will not have a significant adverse impact on our operating and financial results.




9



 


We have no sales or financial history and cannot assure you that we will be profitable in the foreseeable future.


We had $22,232 in revenue during 2017; it will be some time before we become profitable. We expect our expenses will increase substantially for the foreseeable future as we seek to start operations and develop our product(s). It is difficult to accurately forecast MediXall’s revenues and operating results and they could fluctuate in the future due to a number of factors. These factors may include: MediXall’s ability to raise funds, and ability to further develop device applications; acceptance of device products; the amount and timing of operating costs and capital expenditures; competition from other market venues that may reduce market share and create pricing pressure; and adverse changes in general economic, industry and regulatory conditions and requirements. MediXall’s operating results may fluctuate from year to year due to the factors listed above and others not listed. At times, these fluctuations may be significant.


We cannot assure you that MediXall will be able to develop the infrastructure necessary to achieve the potential sales growth.


Achieving revenue will require that MediXall develop a functional platform and build the necessary infrastructure to support sales, technical and client support functions. We cannot assure you that we can develop this infrastructure or will have the capital to do so and no commitments for needed capital are in place. MediXall will continue to design plans to establish growth, adding sales and sales support resources as capital permits, but at this time these plans are untested. If MediXall is unable to use any of its anticipated marketing initiatives or the cost of such initiatives were to significantly increase or such initiatives or its efforts to satisfy existing clients are not successful, MediXall may not be able to attract clients or retain existing clients on a cost-effective basis and, as a result, our revenue and results of operations would be affected adversely.


The markets that MediXall is targeting for revenue opportunities are emerging within a well-established healthcare industry, are rapidly developing and may change before we can access them.


The markets for traditional internet and mobile web products and services that MediXall is targeting for revenue opportunities are changing rapidly; and the barriers to entry into the niche identified by MediXall are high and require unique experience and qualification. We cannot provide assurance that MediXall will be able to realize these revenue opportunities before they change or before other companies enter or even dominate the market. Furthermore, MediXall has based certain of its revenue opportunities on statistics provided by third party industry sources. Such statistics are based on ever changing customer preferences due to our rapidly changing industry. With the introduction of new technologies and the influx of new entrants to the market, we expect competition to emerge and intensify in the future, which could adversely affect our ability to increase sales, limit client attrition and maintain our prices.


We could become subject to patent and other intellectual property litigation that could be costly, result in the diversion of management's attention, require us to pay damages and force us to discontinue selling our products.


Determining whether a product infringes a patent involves complex legal and factual issues, and the outcome of a patent litigation action is often uncertain. We have not conducted an extensive search of patents issued to third parties, and no assurance can be given that third-party patents containing claims covering our products, parts of our products, technology or methods do not exist, have not been filed or could not be filed or issued.


We believe our agreement with The Quantum Group, Inc. and the number of patents issued and patent applications filed in technical areas in which MediXall plans to operate could possibly serve to mitigate some of this risk. Our competitors or other third parties, including other third parties from whom we may license intellectual property, may assert that our products and the methods we employ in the use of our products are covered by U.S. or foreign patents held by them. In addition, because patent applications can take many years to issue and because publication schedules for pending applications vary by jurisdiction, there may be applications now pending of which we are unaware and which may result in issued patents which our current or future products infringe. Also, because the claims of published patent applications can change between publication and patent grant, there may be published patent applications that ultimately issue with claims that we infringe. There could also be existing patents that our platform may infringe upon and, of which, we are unaware. If the number of competitors in the market for medical/healthcare marketplace technology grows, and as the number of patents issued in this area grows, the possibility of patent infringement claims against us increases. In certain situations, we may determine that it is in our best interests to voluntarily challenge a third party's products or patents in litigation or other proceedings, including patent interferences or reexaminations. We may become involved in unwanted litigation that could be costly, result in diversion of management's attention, require us to pay damages and force us to discontinue selling our products.




10



 


Infringement actions and other intellectual property claims and proceedings, whether with or without merit, may cause us to incur substantial costs and could place a significant strain on our financial resources, divert the attention of management from our business and harm our reputation. Some of our competitors may be able to sustain the costs of complex patent or intellectual property litigation more effectively than we can because they have substantially greater resources.


We cannot be certain that we will successfully defend against allegations of infringement of third-party patents and intellectual property rights. In the event that we become subject to a patent infringement or other intellectual property lawsuit and if the other party’s patents or other intellectual property were upheld as valid and enforceable and we were found to infringe the other party’s patents or violate the terms of a license to which we are a party, we could be required to pay damages.


Our business depends on the development and maintenance of the internet infrastructure.


The success of our services will depend largely on the development and maintenance of the internet infrastructure.  This includes maintenance of a reliable network backbone with the necessary speed, data capacity and security, as well as timely development of complementary products, for providing reliable internet access and services. The Internet has experienced, and is likely to continue to experience, significant growth in the number of users and amount of traffic. The internet infrastructure may be unable to support such demands. In addition, increasing numbers of users, increasing bandwidth requirements or problems caused by viruses, worms, malware and similar programs may harm the performance of the internet. The backbone computers of the internet have been the targets of such programs. The internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure, and it could face outages and delays in the future. These outages and delays could reduce the level of internet usage generally as well as the level of usage of our services, which could adversely impact our business.


The nature of the MediXaid platform requires sophisticated encryption technology to defend against hacking due to the personal information as well as the financial transaction data that will be utilized by a consumer/patient.


The art of hacking databases for the purposes of obtaining personal information as well as financial information on individuals is increasing substantially. MediXall is aware of these risks and will invest substantially in the development of its platform in accordance with the very latest data encryption/protection technologies; however, there is a real risk that the MediXaid platform could be compromised at some point in time exposing the company to lawsuits and unfavorable attention that would adversely impact our business and affect our ability to add clients, consumer/patients or manage attrition on the platform.


Our ability to offer MediXaid products and services may be affected by a variety of U.S. and foreign laws.


The laws relating to the liability of providers of online and mobile marketing services for activities of their users are in their infancy and currently unsettled both within the U.S. and abroad.  Future regulations could affect our ability to provide current or future programming.


We will depend on the services of our executives.


We depend on the services of our executive officers, director and outside contractors. To date we have not entered into any employment agreements with our executives. The loss of the services of any of our executives could materially harm our business. In addition, we do not presently maintain a key-man life insurance policy on any of our officers or directors.


Our future depends, in part, on our ability to attract and retain key personnel. Our future also depends on the continued contributions of other key technical and marketing personnel. The loss of key personnel and the process to replace any of our key personnel would involve significant time and expense, may take longer than anticipated and may significantly delay or prevent the achievement of our business objectives.




11



 


Risks Related to the Company


We have no operating history and that makes evaluation of our business difficult.


We are a development stage company. We have no operating history and that makes it difficult to evaluate our future prospects, including our ability to refocus our operations on the sales and marketing of our technology and to leverage our technology assets, all of which are critical to our success. An investor must consider our business and our prospects in light of the risks, uncertainties and difficulties frequently encountered by early stage companies, including limited capital, delays in service rollouts, marketing and sales obstacles and significant competition. We may encounter unanticipated problems, expenses and delays in developing and marketing our services and securing additional healthcare providers. We may not be able to successfully address these risks, and while these risks are common in early stage companies, they create uncertainties for investors evaluating our business. If we are unable to address these risks, our business may not grow, our stock price may suffer, and we may be unable to stay in business.


Claims relating to medical malpractice and other litigation could cause us to incur significant expenses.


From time to time, we may be party to various litigation matters, some of which could expose us to monetary damages. In addition, healthcare providers using our technology may be exposed to the risk of medical malpractice claims which could reduce the number of our customers and negatively impact our revenues. We believe the credentialing process that will be required of all healthcare providers will mitigate our exposure; however, our exposure to litigation will remain.


Failure to properly maintain effective and secure management information systems, update or expand processing capability or develop new capabilities to meet our business needs could result in operational disruptions and possible loss of data critical to our operations.


Our business will depend significantly on effective and secure information systems and the successful application of these continuously emerging technologies. In the future, these systems could support online customer service functions, provider and member administrative functions and support tracking and extensive analyses of medical expenses and outcome data.


These information systems and applications will require continual investment for maintenance, upgrades and enhancement to meet our operational needs and to handle our expansion and growth. Any inability or failure to properly maintain management information systems, successfully update or expand processing capability or develop new capabilities to meet our business needs in a timely manner could result in operational disruptions, loss of existing customers, difficulty in attracting new customers, impairment of the implementation of our growth strategies, delays in settling disputes with customers and providers, regulatory problems, increases in administrative expenses, loss of our ability to produce timely and accurate reports and other adverse consequences. To the extent a failure in maintaining effective information systems occurs, we may need to contract for these services with third-party management companies, which may be on less favorable terms to us and significantly disrupt our operations and information flow. Furthermore, our business requires the secure transmission of confidential information over public networks.  Because of the confidential information we store and transmit, security breaches could expose us to a risk of regulatory action, litigation, possible liability and loss. Our security measures may prove inadequate to prevent security breaches and our business operations and profitability would be adversely affected by cancellation of contracts, loss of members and potential criminal and civil sanctions if security breaches occur.


General economic conditions, industry cycles, financial, business and other factors affecting our operations, many of which are beyond our control, may affect our future performance.


General economic conditions, industry cycles, financial, business and other factors may affect our operations. If we cannot generate sufficient cash flow from operations in the future, we may, among other things, be required to take one or more of the following actions:


·

seek additional financing in the debt or equity markets;

·

refinance or restructure all or a portion of our indebtedness;

·

sell selected assets;

·

reduce or delay planned capital expenditures; or

·

discontinue operations.


In addition, any financing, refinancing or sale of assets might not be available on economically favorable terms, which may prevent us from future expansion and growth in new markets and, thus, negatively affect our business and financial condition.




12



 


Risks Related to Our Intellectual Property


All intellectual property (IP) owned by The Quantum Group, Inc. (Quantum), inclusive of issued and pending patents has been licensed exclusively to MediXall.


The ability of The Quantum Group, Inc. to maintain the patent and technology innovation is a factor in the future successful use of these patents and intellectual property. Should Quantum fail to maintain the patents, or the pending patents, they would likely expire worthless and fall into the public domain. This would adversely affect MediXall and to the extent that these patents provided protection to MediXaid for its Marketplace Platform and other affiliated companies that may, in the future, rely upon these patents.


If we are unable to prevent unauthorized use or disclosure of our proprietary trade secrets and unpatented know-how, our ability to compete will be harmed.


Proprietary trade secrets, copyrights, trademarks and unpatented know-how are also very important to our business.  We will rely on a combination of patents, trade secrets, copyrights, trademarks, confidentiality agreements, and other contractual provisions and technical security measures to protect certain aspects of our intellectual property, especially where we do not believe that patent protection is appropriate or obtainable.  We will require our employees and consultants to execute confidentiality agreements in connection with their employment or consulting relationships with us.  We also will require our employees and consultants to disclose and assign to us all inventions conceived during the term of their employment or engagement while using our property or which relate to our business; however, these measures may not be adequate to safeguard our proprietary intellectual property and conflicts may, nonetheless, arise regarding ownership of inventions.  Such conflicts may lead to the loss or impairment of our intellectual property or to expensive litigation to defend our rights against competitors who may be better funded and have superior resources.  Our employees, consultants, contractors and other advisors may unintentionally or willfully disclose our confidential information to competitors. In addition, confidentiality agreements may be unenforceable or may not provide an adequate remedy in the event of unauthorized disclosure.  Enforcing a claim, that a third party illegally obtained and is using our trade secrets, is expensive and time consuming, and the outcome is unpredictable.  Moreover, our competitors may independently develop equivalent knowledge, methods and know-how.  Unauthorized parties may also attempt to copy or reverse-engineer certain aspects of the MediXaid Marketplace platform that we consider proprietary.  As a result, third parties attempt to use our proprietary technology or information, and our ability to compete in the market would be adversely effected.


RISKS RELATED TO OUR COMMON STOCK


The market for our common stock is extremely limited and sporadic.


Our common stock is quoted on the OTCQB tier of the OTC Markets under the symbol “MDXL”. The market for our common stock is extremely limited and sporadic. Trading in stock quoted on the OTC Markets is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Market is not a stock exchange, and trading of securities in the OTC Markets is often more sporadic than the trading of securities listed on a stock exchange such as Nasdaq or the NYSE MKT. Accordingly, stockholders may have difficulty reselling any of their shares.


The tradability of our common stock is limited under the penny stock regulations which may cause the holders of our common stock difficulty should they wish to sell the shares.


Because the quoted price of our common stock is less than $5.00 per share and we do not meet certain other exemptions, our common stock is considered a “penny stock,” and trading in our common stock is subject to the requirements of Rule 15g-9 under the Securities Exchange Act of 1934. Under this rule, broker/dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements. The broker/dealer must make an individualized written suitability determination for the purchaser and receive the purchaser’s written consent prior to the transaction. SEC regulations also require additional disclosure in connection with any trades involving a “penny stock,” including the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and its associated risks. These requirements severely limit the liquidity of securities in the secondary market because few broker or dealers are likely to undertake these compliance activities and this limited liquidity will make it more difficult for an investor to sell his shares of our common stock in the secondary market should the investor wish to liquidate the investment. In addition to the applicability of the penny stock rules, other risks associated with trading in penny stocks could also be price fluctuations and the lack of a liquid market.



13



 


Our board of directors has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and with the ability to affect adversely stockholder voting power and perpetuate their control over us.


Our Articles of Incorporation allows us to issue shares of preferred stock without any vote or further action by our stockholders. Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.


The ability of our principal stockholders, including our CEO, to control our business may limit or eliminate minority stockholders’ ability to influence corporate affairs.


The principal holders of our common stock, including TBG, and our CEO, have approximately 72% voting control. Because of their stock ownership, they are in a position to significantly influence membership of our board of directors, as well as all other matters requiring stockholder approval. The interests of our principal stockholders may differ from the interests of other stockholders with respect to the issuance of shares, business transactions with or sales to other companies, selection of other officers and directors and other business decisions. The minority stockholders have no way of overriding decisions made by our principal stockholders. This level of control may also have an adverse impact on the market value of our shares because our principal stockholders may institute or undertake transactions, policies or programs that result in losses may not take any steps to increase our visibility in the financial community and / or may sell sufficient numbers of shares to significantly decrease our price per share.


Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protection against interested director transactions, conflicts of interest and similar matters.


The Sarbanes-Oxley Act of 2002, as well as the rules enacted by the SEC, the stock exchanges, including the New York Stock Exchange, NYSE MKT and the Nasdaq Stock Market require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges. Our common stock is quoted in the over the counter market and we are not presently required to comply with many of the corporate governance provisions. Because we chose to avoid incurring the substantial additional costs associated with voluntary compliance, we have not yet adopted these measures. We do not currently have independent audit or compensation committees. As a result, directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations as a result thereof.


We are an “emerging growth company” under the Jobs Act of 2012, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.


We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 , or the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933 for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards. As a result of this election, our financial statements may not be comparable to other companies that comply with the effective dates of certain accounting standards for public companies. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile, should a market for our stock develop of which there are no assurances.




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Our status as an “emerging growth company” under the Jobs Act of 2012 may make it more difficult to raise additional capital as and when we need it.


Because of the exemptions from various reporting requirements provided to us as an “emerging growth company” and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.


ITEM 2.  PROPERTIES.


We do not own any real property. We maintain office space at 2929 East Commercial Blvd., Suite PH-D, Fort Lauderdale, Florida 33308, pursuant to the terms of a commercial office lease providing for rental payments of $3,000 per month. The term of the office rented from R3 Accounting, LLC (“R3 Accounting”) is on a month to month basis. R3 Accounting is owned by our CFO, Timothy Hart.


ITEM 3.  LEGAL PROCEEDINGS.


On February 8, 2014, a complaint was filed in the Circuit Court of the 17th Judicial Circuit in and for Broward County, Florida (CACE 14-002567 Division 08) entitled Monkey Rock Group, Inc., John A. Dent and Martha Dent vs. Continental Rail Corporation (the Company’s name before it changed its name to MediXall Group, Inc. on November 22, 2016), TBG Holdings Corporation and others. The complaint alleges that the management and operational personnel at Monkey Rock were improperly and fraudulently transferred to our company, and that the railroad acquisition operations of Monkey Rock were thereafter conducted instead through our company. The plaintiff seeks compensatory and punitive damages. The defendants deny the allegations and will vigorously defend the matter.


As of December 31, 2017 there has been no new development in this matter.


In December 2017 the Company was named in a civil arbitration proceeding in San Diego, CA. The complaint alleges a contract dispute between the Company's that are related to alleged services that were performed for the Company. The arbitration alleged the Company engaged in a breach of contract. The management plans a vigorous defense and it believes there are meritorious defenses in their favor. The Company's legal counsel has opined that an unfavorable outcome of this case is deemed possible and any possible loss cannot be determined at this time. An adjustment of $30,000 has been reflected on the financial statements regarding this matter.

 

ITEM 4.  MINE SAFETY DISCLOSURES.


Not applicable to our Company.





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PART II

 

ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.


Our common stock is quoted on the OTCQB under the symbol “MDXL”.

  

The following table sets forth the high and low bid quotations of the Company’s common stock for each quarter during the past two fiscal years as reported by the OTC Markets:

 

 

 

High

 

 

Low

 

Fiscal Year Ended December 31, 2017

 

 

 

 

 

 

First Quarter

 

$

1.51

 

 

$

0.75

 

Second Quarter

 

$

1.95

 

 

$

1.20

 

Third Quarter

 

$

3.01

 

 

$

1.95

 

Fourth Quarter

 

$

3.50

 

 

$

2.10

 

 

 

 

  

 

 

 

  

 

Fiscal Year Ended December 31, 2016

 

 

  

 

 

 

  

 

First Quarter

 

$

4.50

 

 

$

3.15

 

Second Quarter

 

$

3.90

 

 

$

3.00

 

Third Quarter

 

$

3.90

 

 

$

3.00

 

Fourth Quarter

 

$

3.90

 

 

$

1.44

 

 

All stock prices reflect the one-for-fifteen reverse stock split effective as of November 22, 2016. On February 19, 2017, the closing price of our common stock was $2.50 per share.


Holders

   

As of February 19, 2018 60,749,882 shares of common stock are issued and outstanding held by approximately 580 stockholders of record (this number does not include stockholders who hold their stock through brokers, banks and other nominees).

   

Transfer Agent

   

The transfer agent and registrar for our common stock is Pacific Stock Transfer. Their address is 6725 Via Austin Parkway, Suite 300, Las Vegas, NV 89119 and their telephone number at that location is 702-361-3033.

   

Dividend Policy

   

We have not paid any dividends on our common stock and our Board of Directors presently intends to continue a policy of retaining earnings, if any, for use in our operations. The declaration and payment of dividends in the future, of which there can be no assurance, will be determined by the Board in light of conditions then existing, including earnings, financial condition, capital requirements and other factors. The Nevada Revised Statutes prohibit us from declaring dividends where, if after giving effect to the distribution of the dividend:

  

  

·

We would not be able to pay our debts as they become due in the usual course of business; or

  

·

Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution.

  

Except as set forth above, there are no restrictions that currently materially limit our ability to pay dividends or which we reasonably believe are likely to limit materially the future payment of dividends on common stock.

  

Recent Sales of Unregistered Securities

  

All funds received from the sale of our shares were used for working capital purposes. All shares bear a legend restricting their disposition. The foregoing securities may not be offered or sold in the United States unless registered under the Act, or pursuant to an exemption from registration.




16



 


The shares were issued in reliance upon an exemption from registration pursuant to, among others, Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Regulations D and S as promulgated under the Securities Act. Each investor took his securities for investment purposes without a view to distribution and had access to information concerning us and our business prospects, as required by the Securities Act. In addition, there was no general solicitation or advertising for the purchase of our shares. Our securities were sold only to an accredited investor and a limited number of sophisticated investors, as defined in the Securities Act with whom we had a direct personal preexisting relationship, and after a thorough discussion. Finally, our stock transfer agent has been instructed not to transfer any of such shares, unless such shares are registered for resale or there is an exemption with respect to their transfer.


Each purchaser was provided with access to our filings with the United States Securities and Exchange Commission (the SEC), including the following:


·

if requested by the purchaser in writing, a copy of our most recent Form 10-K under the Exchange Act of 1934, as amended (the Exchange Act).

·

a brief description of the securities being offered, the use of the proceeds from the offering, and any material changes in our affairs that are not disclosed in the documents furnished.


During the year ended December 31, 2017, we entered into the following securities related transactions;

 

·

retired 66,667 shares of common stock that were returned to the Company and retired in exchange for the Companys 10% ownership in Continental Rail, LLC (previously included in common stock payable);

·

issued 7,811,250 shares of restricted common stock payable valued at $781,125 from 2016 (previously included in common stock payable);

·

issued 34,761,000 shares of common stock in connection with the Share Exchange Agreement and Plan of Reorganization (the “Merger” ) with IHL of Florida, Inc., a Florida corporation (“IHL”) which was established in April, 2016 and under common control. Pursuant to the Merger, IHL shareholders transferred to the Company all their issued and outstanding shares of capital stock. In exchange, the Company agreed to issue 41,131,000 (of which 6,370,000 shares were included in the restricted shares payable at December 31, 2016) of common stock to IHL shareholders, including 18,599,750 shares issued to common control parties and 264,894 shares of Series A Preferred Stock, all issued to common control parties, and convertible into 24,900,000 shares of common stock. The share issuances represented approximately 94.1% of the total issued and outstanding shares of common stock of the Company post-closing at the time of the transaction;

·

received proceeds of $2,321,855 pursuant to a Private Placement Memorandum and for which 14,121,420 shares of restricted common stock were issued.


During the year ended December 31, 2016, we entered into the following securities related transactions:


·

issued 32,867 shares as a result of an error in issuances from prior financings;

·

recorded a $25,000 receivable for 1,000,000 shares of common stock to be returned to the Company and retired in exchange for the Companys 10% ownership in Continental Rail, LLC;

·

effected a one-for-fifteen reverse stock split reducing the number of common shares outstanding from 38,921,911 to 2,595,379;

·

Received proceeds of $781,125 of proceeds pursuant to a Private Placement Memorandum for which 7,811,250 shares of restricted common stock are payable (subsequently issued).

·

On December 13, 2016, in connection with the Merger, the company issued 264,894 shares of Series A Convertible Preferred stock, convertible into 24,900,000 shares of common stock, in equal amounts to each of Timothy Hart our CFO, Neil Swartz, our Interim President and Noel Guillama our Chairman.


Purchases of equity securities by the issuer and affiliated purchasers


None.


ITEM 6.  SELECTED FINANCIAL DATA


Not applicable to a smaller reporting company.




17



 


ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.


The following Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand the results of operations and financial condition of Continental Rail Corp. and its subsidiaries. The MD&A is provided as a supplement to, and should be read in conjunction with financial statements and the accompanying notes to the financial statements included in this Form 10-K.

   

Our discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these 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


he mission of the MediXall Group is to revolutionize the medical industry by improving communication; providing better technology and support services; and enabling more efficient, cost-effective healthcare for the con-sumer. By approaching the healthcare ecosystem as a whole, MediXall creates, invests and incubates companies that embody its mission statement.  


The first product MediXall is developing is the MediXall Healthcare Platform, which is on schedule for a first quarter 2018 launch. The MediXall Platform is a new generation healthcare marketplace platform to address the growing need of self-pay and high deductible consumers for greater transparency and price competition in their healthcare costs. With MediXall.com, patient/clients find price transparency and the ability to make informed choices based on price, location and schedule for requested med-ical products and services. In this era of rapidly increasing deductibles and healthcare costs, the cloud-based MediXall platform is designed to be trans-formational and disruptive to traditional methods of medical care and provi-sioning of medical services to the consumer.  


Going Concern


We have incurred net losses of $7.3 million since inception through December 31, 2017. The report of our independent registered public accounting firm on our consolidated financial statements for the year ended December 31, 2017 contains an explanatory paragraph regarding our ability to continue as a going concern based upon the fact that we are dependent upon its ability to increase revenues along with raising addition external capital as needed. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our 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


Year Ended December 31, 2017 Compared to the Year Ended December 31, 2016


Revenue


We generated $22,232 in revenues during the year of 2017 and $0 during the year of 2016.   


Operating Expenses


Operating expenses increased $1,005,932 or 153% to $1,663,092 in 2017 compared to $657,160 in 2016. The increase is primarily due to the increase in personnel related expenses and professional fees during 2017.   


Liquidity and capital resources


We have an accumulated deficit of $7,335,834 through December 31, 2017. As of December 31, 2017, we had a working capital deficit of $400,841. Additionally, due to the “start-up” nature of our business, we expect to incur losses as we continue development of our business plan.



18



 


These conditions raise substantial doubt about our ability to continue as a going concern. Management recognizes that in order for us to meet our capital requirements, and continue to operate, additional financing will be necessary. We expect to raise additional funds through private or public equity investment in order to maintain and/or expand the range and scope of our business operations; however, there is no assurance that such additional funds will be available for us on acceptable terms, if at all. If we are unable to raise additional capital when needed or generate positive cash flow, it is unlikely that we will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


Net cash used by operating activities was $2,066,080 for the year ended December 31, 2017, compared to $666,154 for the year ended December 31, 2016.


Net cash used in investing activities was $179,306 for the year ended December 31, 2017 primarily for the development of the Company’s web site as compared to $0 during the year ended December 31, 2016.


Net cash provided by financing activities was $2,321,855 from the sale of common stock during the year ended December 31, 2016 compared to $781,125 for the year ended December 31, 2016.


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.


Recently Issued Accounting Pronouncements


See Note 2 to our Consolidated Financial Statements for more information regarding recent accounting pronouncements and their impact to our consolidated results of operations and financial position.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


Not applicable to a smaller reporting company.


ITEM 8.  FINANCIAL AND SUPPLEMENTARY DATA.


INDEX TO FINANCIAL STATEMENTS

 

 

Page

 

 

Report of Independent Registered Public Accounting Firm

F-2

 

 

Consolidated Balance Sheets as of December 31, 2017 and 2016

F-3

 

 

Consolidated Statements of Operations for the Years Ended December 31, 2017 and 2016

F-4

 

 

Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2017 and 2016

F-5

 

 

Consolidated Statements of Cash Flows for the Years Ended December 31, 2017 and 2016

F-6

 

 

Notes to Consolidated Financial Statements

F-7




19



 


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 

None.


ITEM 9A. 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 President (Chief Executive Officer) and Chief Financial Officer, of the effectiveness of our financial disclosures, controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2017.

  

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 financial statements.

  

Based upon that evaluation, our President (Chief Executive Officer) and Chief Financial Officer concluded that 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 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 interim financial statements that a material misstatements 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.


ITEM 9B. OTHER INFORMATION


None.




20



 


PART III

 

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 

DIRECTORS AND EXECUTIVE OFFICERS


The following table sets forth the names and ages of all of our directors and executive officers. We have a Board comprised of two members. Each director holds office until a successor is duly elected or appointed. Executive officers serve at the discretion of the Board and are appointed by the Board. Also provided herein are brief descriptions of the business experience of each of the directors and officers during the past five years, and an indication of directorships held by each director in other companies subject to the reporting requirements under the Federal securities law.


 

 

 

 

 

Name

 

Age

 

Position(s) and Office(s) Held

Timothy S. Hart

 

59

 

Chief Financial Officer, Treasurer, Secretary, Director

Neil Swartz

 

55

 

Interim Chief Executive Officer

Noel Guillama

 

58

 

Chairman of the Board

Guy Connor

  

56

  

Executive Vice President

Michael Swartz

  

26

  

President


Set forth below is a brief description of the background and business experience of our directors and executive officers.


Timothy S. Hart. Mr. Hart has served as our Chief Financial Officer and member of our board of directors since December 2012. Mr. Hart has over 30 years of accounting and finance experience. Since July 2013 Mr. Hart has been the CFO and a director of Monkey Rock Group, Inc. (OTC Markets: MKRO). Since January 2014 Mr. Hart has been the CFO and a director of Vanell, Corp. (OTC Markets: VANL). Mr. Hart has held the position of CFO of TBG Holdings Corporation since March 2012 and a director since September 9, 2013. In addition, Mr. Hart holds the position of CFO of TBG Investment Partners, LLLP since October 2, 2013. He has also served as CFO of A1 Group, Inc. since September 1, 2015. Mr. Hart has been providing accounting and consulting services through R3 Accounting LLC, a private accounting firm he formed in 2008. He consulted extensively with RailAmerica, Inc., a NYSE-listed holding company for short line and regional railroads in the U.S. which was acquired by Fortress Investment Group in 2007, during its initial public offering, and assisted the company with governmental compliance. Mr. Hart’s firm also provided consulting, strategic tax planning and compliance, and acquisition audits for Patriot Rail Corp., a Boca Raton, Florida based company which is an operator of short line and regional railroads in the U.S. Mr. Hart served as Chief Financial Officer of Alternative Americas Fuels, Inc. (OTCBB: AFAI) from August 2011 until February 2012. Mr. Hart holds a B.A. in Accountancy, Economics and Business Administration from Thomas More College, and has been a certified public accountant since 1984. Mr. Hart devotes approximately 30% of his time to our business and operations.


Neil Swartz. Mr. Swartz served as Chairman and Director of the Company from July 29 to December 11 in 2013. Previously Mr. Swartz served as president, chief executive officer and director of TurnKey Capital, Inc. from January 23, 2014 to October 3, 2014. From 2009 till present Mr. Swartz has been president and CEO of TBG Holdings Corp. (“TBG”). TBG is a financial consulting firm that works with public and private companies, bringing a sophisticated and efficient approach to structuring their capital, allowing them to take advantage of the existing foundation and continued development. Mr. Swartz’ business experience includes titles such as managing director of Sunbelt South East Florida, LLC, a business brokerage of mergers and acquisitions firm with 350 offices worldwide. Prior to TBG and Sunbelt, Swartz was chairman and CEO of a software company, which he took public on the Nasdaq Small Cap Market. Under his management, the company went from building one product to over thirty products with in-house manufacturing capabilities. Mr. Swartz is a CPA and received his BS degree in accounting from Northeastern University. He is a member of the American Institute of Certified Public Accountants and the Pennsylvania Institute of Certified Public Accountants.


Noel J. Guillama. Mr. Guillama is a nationally recognized expert and lecturer on healthcare management / operations and the use of technology in healthcare. Since 1984 he has been Chairman of Guillama, Inc., a strategic operations management consulting company in healthcare, technology, and a wide range of projects including medical facilities, commercial complexes and infrastructure facilities. He holds several patents and is creator of over a dozen patents currently before the USPTO in a variety of areas. Mr. Guillama is a co-founder of Quantum Innovations, Inc. and its parent company, The Quantum Group, Inc., and has been Chief Executive Officer and President since its inception. He is a nationally recognized expert in healthcare management and operations.




21



 


Prior to this, Mr. Guillama was the Founder, Chairman, President and Chief Executive Officer of Metropolitan Health Networks, Inc. (AMEX:MDF), a management services organization, from its inception in 1996 to 2000. Mr. Guillama left Metropolitan to develop Quantum, a new breed healthcare company designed to provide multi-faceted solutions industry wide. Mr. Guillama was VP of Development for MedPartners, Inc., a Birmingham, Alabama-based physician practice management company. Prior to MedPartners, he served as Director and Vice President of Operations for Quality Care Networks, Inc., a South Florida-based comprehensive group practice.


Mr. Guillama is the immediate Past Chair (Currently Director) of the Florida International University Foundation a direct support organization of Florida International University, managing a $230 million endowment. Prior to this Chair position, he served FIU as Chair of Finance, Investments, and Academics Committees. He is currently Immediate Past-Chair of the Palm Beach State College Foundation and is a past trustee of Palms West Hospital (2005 to 2011). Mr. Guillama served on the executive committee of the Patient- Centered Primary Care Collaborative (PCPCC) and is a past member of the American College of Health Care Executives, the Healthcare and Information Management Systems Society (HIMSS), the Medical Group Management Association (MGMA), and the American College of Medical Practice Executives (ACMPE). Mr. Guillama is a graduate of executive and leadership programs at Massachusetts Institute of Technology, University of Georgia and Florida International University.


Guy Connor . A results-oriented, performance-driven Business Development Executive, Guy Connor has over 25 years of successful experience in technology development, market entry strategy and business to business acquisitions. Mr. Connor is a proven innovator in data intelligence with the ability to monetize complex business models to dramatic increase in revenues. He has in-depth background in building, negotiating, maintaining and driving scalable direct sales and channel initiatives.


Mr. Connor continues to demonstrate comprehensive skills in strategic and tactical planning in support of corporate and/or investor benchmarks. Known as a pro-active leader, Guy Connor has excellent communication and negotiation skills, crucial in closing large, complex agreements. He also possesses a strong ability to successfully relate, work and adapt to diverse people and cultures. A driven self-starter, he has an exceptional record of high performance in achieving quick turnarounds with measurable and sustainable improvement to business structure, process, organization and ultimately the bottom line.


As Executive Vice President for MediXall Group, Mr. Connor provides solid guidance on the current state of the technology sector and the strongest courses of action for the MediXall Healthcare Platform, as well as providing cyber security and data management for all of the company programs.


Michael Swartz . Mr. Swartz currently serves as President of MediXall Group, Inc. Previously, Mr. Swartz was the Senior Analyst for Viridian Capital Advisors, where he led all modeling and valuation work for the firm’s M&A and fund raising assignments. He served as co-portfolio manager for the University of North Florida’s Student Managed Investment Fund, Osprey Financial Group, where he analyzed publicly traded companies with market capitalizations from $50 million to $1 billion and prepared buy-side equity reports containing buy-recommendations and original valuations derived from fundamental & technical analysis. In addition, Mr. Swartz served as the fund’s Asian Economist, analyzing economic and geopolitical factors and assessing the Asia-Pacific region for attractive investment opportunities. Previously, Mr. Swartz worked as an Analyst at TBG Holdings, assisting clients with researching strategic options as it relates to market opportunities, competitive positioning, and allocation of resources.


Legal Proceedings


None of or directors or officers are involved in any legal proceedings as described in Regulation S-K (§229.401(f)).


Corporate governance


Board of directors


The board of directors oversees our business affairs and monitors the performance of management. Directors are elected for a one year term and hold office until their successors have been elected and duly qualified unless the director resigns or by reason of death or other cause is unable to serve in the capacity of director. If any director resigns, dies or is otherwise unable to serve out his or her term, or if the Board increases the number of directors, the Board may fill any vacancy by a vote of a majority of the directors then in office, although less than a quorum exists. A director elected to fill a vacancy shall serve for the unexpired term of his or her predecessor. Vacancies occurring by reason of the removal of directors without cause may only be filled by vote of the shareholders.



22



 


We do not have a policy regarding the consideration of any director candidates, which may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our board of directors established a process for identifying and evaluating director nominees. Further, when identifying nominees to serve as a director, while we do not have a policy regarding the consideration of diversity in selecting directors, we seek to create a board of directors that is strong in its collective knowledge and has a diversity of skills and experience with respect to accounting and finance, management and leadership, vision and strategy, business operations, business judgment, industry knowledge and corporate governance. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our Board has not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our board of directors. Given our relative size, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our Board will participate in the consideration of director nominees. In considering a director nominee, it is likely that our Board will consider the professional and/or educational background of any nominee with a view towards how this person might bring a different viewpoint or experience to our Board.


We have not established any committees, including an Audit Committee, a Compensation Committee or a Nominating Committee, or any committee performing a similar function. The functions of those committees are being undertaken by the board of directors as a whole. Because we do not have any independent directors, we believe that the establishment of these committees would be more form than substance.


Mr. Hart is considered an “audit committee financial expert” within the meaning of Item 407(d) of Regulation S-K. In general, an “audit committee financial expert is an individual member of the audit committee or board of directors who:


 

·

understands generally accepted accounting principles and financial statements,

 

·

is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves,

 

·

has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements,

 

·

understands internal controls over financial reporting, and

 

·

understands audit committee functions.


Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our board of directors include “independent” directors, nor are we required to establish or maintain an Audit Committee or other committee of our board of directors.


Board leadership structure and the Board’s role in risk oversight


The offices of Chairman of the Board and Chief Executive Officer are separated. Our Board believes our current structure provides independence and oversight and facilitates the communication between senior management and the full board of directors regarding risk oversight, which the Board believes strengthens its risk oversight activities. Moreover, the separation of Chairman of the board and Chief Executive Officer allows the Chief Executive Officer to better focus on his responsibilities of running the company, enhancing stockholder value and expanding and strengthening our business while allowing the Chairman of the Board to lead the Board in its fundamental role of providing independent oversight of management.


Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including liquidity risk, operational risk, strategic risk and reputation risk. Management is responsible for the day-to-day management of the risks we face, while the Board has responsibility for the oversight of risk management. In its risk oversight role, the board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. To do this, the members of our board of directors meet regularly with management to discuss strategy and risks we face. Our Chief Financial Officer is also a member of the Board and is available to address any questions or concerns raised by the Board on risk management and any other matters.




23



 


Director independence


None of our directors is an “independent director” as defined in the Nasdaq Marketplace Rules.


Director qualifications


The following is a discussion for each director of the specific experience, qualifications, attributes or skills that our board of directors to conclude that the individual should be serving as a director of our company.


Timothy S. Hart – Mr. Hart’s wide-ranging experience dealing with SEC and other regulatory matters, such as initial and secondary public offerings, private placements and compliance with SEC reporting requirements, his experience working with banks, private investors and investment bankers in obtaining debt and/or equity financing and his significant experience with mergers and acquisitions, were factors considered by the Board in reaching their conclusion.


Noel Guillama – Mr. Guillama is a nationally recognized expert in healthcare management and operations. He has served, past and present, as Chairman and Director of multiple healthcare technology companies and health-related executive committees. His experience in the healthcare industry and his development of patented healthcare technologies are at the core of the Company’s new business plan. These factors were considered by the Board in reaching their conclusion.


In addition to the each of the individual skills and background described above, the Board also concluded that each of these individuals will continue to provide knowledgeable advice to our other directors and to senior management on numerous issues facing our company and on the development and execution of our strategy.


Director Compensation


We did not compensate our directors for their services on the Board during 2017 and 2016.


Code of Business Conduct and Ethics


We have adopted a Code of Business Conduct and Ethics that applies to our President and Chief Executive Officer, Chief Operating Officer, Chief Financial Officer or Controller and any other persons performing similar functions. This code provides written standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, and full, fair, accurate, timely and understandable disclosure in reports we file with the Securities Exchange Commission. A copy of this Code is available without charge upon written request to our Corporate Secretary at our principal executive offices.


Compliance with Section 16(a) of the Exchange Act


Because we do not have a class of equity securities registered pursuant to section 12 of the Exchange Act we are not required to make the disclosures required by Item 405 of Regulation SK.




24



 


ITEM 11.  EXECUTIVE COMPENSATION.

 

SUMMARY COMPENSATION TABLE

 

The table below summarizes all compensation recorded by us in the past two years for our principal executive officer and principle financial officer and each other executive officer serving as such whose annual compensation exceeded $100,000, and up to two additional individuals for whom disclosure would have been made in this table but for the fact that the individual was not serving as an executive officer of our company at December 31, 2017.


Name and Principal Position

 

Year

 

Salary

($)

 

Bonus

($)

 

Stock

Awards

($)

 

Option

Awards

($)

 

Nonqualified

Deferred

Compensation

($)

 

All Other

Compensation
($)

 

Total

($)

Neil Swartz

Interim Chief Executive Officer (1)

 

2017

 

 

 

 

 

 

$152,500

 

$152,500

 

2016

 

 

 

 

 

 

$160,000

 

$160,000

Timothy S Hart

Chief Financial Officer (2)

 

2017

 

 

 

 

 

 

$292,500

 

$292,500

 

2016

 

 

 

 

 

 

$203,942

 

$203,942

Noel Guillama

Chairman and Director (3)

 

2017

 

 

 

 

 

 

 

 

2016

 

 

 

 

 

 

 

John H. Marino, Jr.

Former Chief Executive Officer (4)

 

 

 

 

 

 

 

 

 

2016

 

 

 

 

 

 

 

———————

(1)

Mr. Swartz was appointed Interim Chief Executive Officer on December 28, 2016. There is no employment agreement between Mr. Swartz and the Company. Mr. Swartz did not earn any compensation as an individual. However, Mr. Swartz is part owner of TBG Holdings, LLC. During 2017 and 2016, the Company recognized $305,000 and $320,000, respectively, as related party management fees due to TBG. As such, we have included 50% of the recognized expense in the table above. During 2017 and 2016, no payments for compensation earned by TBG have been made.

(2)

There is no employment agreement between Mr. Hart and the Company. Mr. Hart did not earn any compensation as an individual. However, Mr. Hart is part owner of TBG Holdings, LLC. During 2017 and 2016, the Company recognized $305,000 and $320,000, respectively, as related party management fees due to TBG. As such, we have included 50% of the recognized expense in the table above. Additionally, Mr. Hart provides services to the Company through a company he owns, R3 Accounting. During 2017 and 2016, the Company recognized expense related to R3 Accounting services of $140,000and $43,942, respectively. During 2017 and 2016, no payments for compensation earned by TBG or R3 Accounting have been made.

(3)

Mr. Guillama was appointed Chairman and Director on December 13, 2016. Mr. Guillama did not receive any form of compensation in 2017 or 2016.

(4)

Mr. Marino, Jr. served as our Chief Executive Officer from June 2013 to November 2016. Effective June 25, 2013 we entered into an employment agreement with Mr. Marino, Jr. under which he was engaged to serve as our Chief Executive Officer. Under the terms of the agreement, he was also appointed to our board of directors. The employment agreement, which was for an unspecified term on an “at will” basis, provided that his base compensation was $7,000 per month, and he is entitled to $3,000 per month deferred compensation, to be paid in a lump sum on the one year anniversary of the agreement provided that he remains an employee of our company. The agreement was suspended on June 30, 2015. The Company has not made any payments against the compensation earned by Mr. Marino Jr.

 

Outstanding Equity Awards at Fiscal Year-End Table


The Company had no outstanding equity awards as of December 31, 2017. 




25



 


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.


The following table sets forth certain information as of February 28, 2018 by (i) all persons who are known by us to beneficially own more than 5% of our outstanding shares of common stock, (ii) each director, director nominee, and Named Executive Officer; and (iii) all executive officers and directors as a group:


 

 

Title of Class

 

 

 

 

 

 

Series A Convertible Preferred Stock

 

 

Common Stock

 

 

 

 

Name and Address of Beneficial Owner (1)

 

Number of shares Beneficially Owned (2)

 

 

Common Stock Equivalents

 

 

% of Class (2)

 

 

Number of Shares Beneficially Owned

 

 

% of Class (2)

 

 

Total Voting Power (3)

 

Directors and Officers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Timothy S. Hart (4)

 

 

88,298

 

 

 

8,300,000

 

 

 

33.3

%

 

 

13,956,761

 

 

 

31.92

%

 

 

32.43

%

Neil Swartz (5)

 

 

88,298

 

 

 

8,300,000

 

 

 

33.3

%

 

 

13,956,761

 

 

 

31.92

%

 

 

32.43

%

Guillama 2, Inc. (6)

 

 

88,298

 

 

 

8,300,000

 

 

 

33.3

%

 

 

9,395,745

 

 

 

21.49

%

 

 

25.79

%

Carl Larsen

 

 

 

 

 

 

 

 

0.0

%

 

 

3,500,000

 

 

 

8.00

%

 

 

5.10

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

All current directors and officers as a group

 

 

264,894

 

 

 

24,900,000

 

 

 

100

%

 

 

23,617,081

 

 

 

54.01

%

 

 

70.70

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5% shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TBG Holdings Corp.

 

 

88,298

 

 

 

8,300,000

 

 

 

33.3

%

 

 

13,625,519

 

 

 

31.16

%

 

 

31.95

%

Timothy S. Hart (4)

 

 

88,298

 

 

 

8,300,000

 

 

 

33.3

%

 

 

13,956,761

 

 

 

31.92

%

 

 

32.43

%

Neil Swartz (5)

 

 

88,298

 

 

 

8,300,000

 

 

 

33.3

%

 

 

13,956,761

 

 

 

31.92

%

 

 

32.43

%

The Quantum Group, Inc.

 

 

 

 

 

 

 

 

 

 

 

6,237,011

 

 

 

14.26

%

 

 

9.09

%

Guillama 2, Inc.

 

 

 

 

 

 

 

 

 

 

 

9,395,745

 

 

 

21.49

%

 

 

13.69

%

Carl Larsen

 

 

 

 

 

 

 

 

 

 

 

3,358,391

 

 

 

7.68

%

 

 

4.89

%

Jennie Rios

 

 

 

 

 

 

 

 

 

 

 

3,358,391

 

 

 

7.68

%

 

 

4.89

%


*

Less than 1%


(1)

Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares of our common stock and except as indicated the address of each beneficial owner is 2929 East Commercial Boulevard, PH-D, Fort Lauderdale, FL 33308.


(2)

Calculated pursuant to rule 13d-3(d) of the Exchange Act. Beneficial ownership is calculated based on 68,626,379 shares of common stock issued (or issuable) and outstanding on a fully diluted basis as of February 28, 2018. Under Rule 13d-3(d) of the Exchange Act, shares not outstanding which are subject to options, warrants, rights or conversion privileges exercisable within 60 days are deemed outstanding for the purpose of calculating the number and percentage owned by such person, but are not deemed outstanding for the purpose of calculating the percentage owned by each other person listed.


(3)

Calculated based on 68,626,379 shares of Common Stock and 264,894 shares of Series A Convertible Preferred Stock (264,894 shares outstanding convertible into 24,900,000 shares of common stock) issued (or issuable) and outstanding as of February 28, 2018. Holders of the Series A Convertible Preferred Stock are entitled to vote on all matters submitted to the Company's stockholders and are entitled to such number of votes as is equal to the number of shares of common stock each preferred share is convertible into.


(4)

Includes a) 88,298 shares of Series A Convertible Preferred Stock convertible into 8,300,000 shares of common stock; b) 264,575 shares of common stock held directly; c) 66,667 shares of common stock held by TBG Investment Partners LLP which Mr. Hart is a principal and  in such capacity, Mr. Hart may be deemed to have beneficial ownership of these shares; and d) 13,625,519 shares of common stock held by TBG Holdings Corp which Mr. Hart is a principal and  in such capacity, Mr. Hart may be deemed to have beneficial ownership of these shares.  




26



 


(5)

Includes a) 88,298 shares of Series A Convertible Preferred Stock convertible into 8,300,000 shares of common stock; b) 264,575 shares of common stock held directly; c) 66,667 shares of common stock held by TBG Investment Partners LLP which Mr. Swartz is a principal and  in such capacity, Mr. Swartz may be deemed to have beneficial ownership of these shares; and d) 13,625,519 shares of common stock held by TBG Holdings Corp which Mr. Swartz is a principal and  in such capacity, Mr. Swartz may be deemed to have beneficial ownership of these shares.


(6)

Includes a) 88,298 shares of Series A Convertible Preferred Stock convertible into 8,300,000 shares of common stock and 1,095,745 shares of common stock held by Guillama 2, Inc. which is owned by Noel Guillama our Chairman. In such capacity, Mr. Guillama may be deemed to have beneficial ownership of these shares.


Securities authorized for issuance under equity compensation plans


We have not adopted any equity compensation or similar plans.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.


We do not have a formal written policy for the review and approval of transactions with related parties; however, our Code of Ethics and Corporate Governance Principles require actual or potential conflict of interest to be reported to the Board. Our employees are expected to disclose personal interests that may conflict with ours and they may not engage in personal activities that conflict with their responsibilities and obligations to us. Periodically, we inquire as to whether or not any of our Directors have entered into any transactions, arrangements or relationships that constitute related party transactions. If any actual or potential conflict of interest is reported, our entire Board and outside legal counsel review the transaction and relationship disclosed and the Board makes a formal determination regarding each Director's independence. If the transaction is deemed to present a conflict of interest, the Board will determine the appropriate action to be taken. 


Transactions with Related Persons


The Board is responsible for review, approval, or ratification of “related-person transactions” entered into between us and related persons. Under SEC rules (Section 404 (a) of Regulation S-K), a related person is a director, officer, nominee for director, or 5% stockholder of our outstanding shares of common stock since the beginning of the previous fiscal year, and their immediate family members. We are required to report any transaction or series of transactions in which we or a subsidiary is a participant, the amount involved exceeds $120,000, and a related person has a direct or indirect material interest.


The Board has determined that, barring additional facts or circumstances, a related person does not have a direct or indirect material interest in the following categories of transactions:


·

any transaction with another company for which a related persons only relationship is as an employee (other than an executive officer), director, or beneficial owner of less than 10% of that companys shares, if the amount involved does not exceed the greater of $1 million or 2% of that companys total annual revenue;

·

compensation to executive officers determined by the Board;

·

compensation to directors determined by the Board;

·

transactions in which all security holders receive proportional benefits; and

·

banking-related services involving a bank depository of funds, transfer agent, registrar, trustee under a trust indenture, or similar service.


The Board reviews transactions involving related persons who are not included in one of the above categories and makes a determination whether the related person has a material interest in a transaction and may approve, ratify, rescind, or take other action with respect to the transaction in its discretion. The Board reviews all material facts related to the transaction and takes into account, among other factors it deems appropriate, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances; the extent of the related person’s interest in the transaction; and, if applicable, the availability of other sources of comparable products or services.




27



 


The following are related party transactions for the fiscal years ended December 31, 2017 and 2016:


Pursuant to an agreement dated June 2013, TBG Holdings Corp., of which Timothy Hart our Chief Financial Officer and Neil Swartz our Interim Chief Executive Officer are principals, 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, we agreed to pay TBG a first month’s fee of $25,000 and thereafter a monthly fee of $10,000. Additionally, TBG was providing similar services to IHL of Florida, Inc. prior to the Merger at a rate of $25,000 per month. This agreement has remained in effect. During the years ended December 31, 2017 and 2016, the Company expensed $305,000 and $320,000, respectively, of related party management fees. Additionally, TBG has provided working capital to the Company to cover operating expenses. As of December 31, 2016, the Company owed TBG approximately $468,000 related to management fees and advances. During 2017, the Company expensed $305,000 to management fees, received $18,875 and repaid TBG $365,751 resulting in a balance due to TBG as of December 31, 2017 of approximately $271,000 and included on the balance sheet under “Accounts payable and accrued expenses - related party”.


For related party transactions that do not exceed $120,000 please see “Note 5 - Related Party Transactions” in the consolidated notes to the financial statements included in this Form 10-K.


Review, Approval or Ratification of Transactions with Related Persons


Our unwritten policy with regard to transactions with related persons is that all material transactions are to be reviewed by the entire Board for any possible conflicts of interest. In the event of a potential conflict of interest, the Board will generally evaluate the transaction in terms of the following standards: (i) the benefits to us; (ii) the impact on a director’s independence in the event the related person is a director, an immediate family member of a director or an entity in which a director is a partner, shareholder or executive officer; (iii) the availability of other sources for comparable products or services; (iv) the terms and conditions of the transaction; and (v) the terms available to unrelated parties or the employees generally. The Board will then document its findings and conclusion in written minutes.


Director Independence


Please refer to “Director Independence” under the section titled “CORPORATE GOVERNANCE” in “ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.” 

 

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES.

 

Baum & Company, P.A. (“Baum”) currently serves as our independent registered public accounting firm to audit our financial statements for the fiscal year ended December 31, 2017. To the knowledge of management, neither such firm nor any of its members has any direct or material indirect financial interest in us or any connection with us in any capacity otherwise than as independent accountants.


Our Board, in its discretion, may direct the appointment of different public accountants at any time during the year, if the Board believes that a change would be in the best interests of the stockholders. The Board has considered the audit fees, audit-related fees, tax fees and other fees paid to Baum, as disclosed below, and has determined that the payment of such fees is compatible with maintaining the independence of the accountants.


 

 

2017

 

 

2016

 

Audit Fees

  

$

15,000

  

  

$

16,000

  

Audit-Related Fees

  

  

  

  

  

  

Tax Fees

  

  

  

  

  

  

All Other Fees

  

  

  

  

  

  

Total

  

$

15,000

  

  

$

16,000

  


Audit Fees — This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.




28



 


Audit-Related Fees — This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the Securities and Exchange Commission and other accounting consulting.


Tax Fees — This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.


All Other Fees — This category consists of fees for other miscellaneous items.


Our board of directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm. Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of the Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting. The audit and tax fees paid to the auditors with respect to 2017 were pre-approved by the entire board of directors. 










29



 


PART IV


ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES.


(a) The following documents are filed as a part of this Form 10-K:

 

1. Financial Statements

 

The following financial statements are included in Part II, Item 8 of this Form 10-K:

 

 

·

Report of Independent Registered Public Accounting Firm

 

·

Consolidated Balance Sheets as of December 31, 2017 and 2016

 

·

Consolidated Statements of Operations for the years ended December 31, 2017 and 2016

 

·

Consolidated Statements of Stockholders’ Deficit For the Years Ended December 31, 2017 and 2016

 

·

Consolidated Statements of Cash Flows for the years ended December 31, 2017 and 2016

 

·

Notes to Consolidated Financial Statements

 

2. Exhibits

 

The exhibits listed in the Exhibit Index, which appears immediately following the signature page, are incorporated herein by reference, and are filed as part of this Form 10-K.

 

3. Financial Statement Schedules

 

Financial statement schedules are omitted because they are not required or are not applicable, or the required information is provided in the financial statements or notes described in Item 15(a)(1) above.








30



 


SIGNATURES


Pursuant to the requirements of Sections 13 or 15(d) of the Securities and 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:  February 23, 2018

By:  

/s/ Timothy S. Hart

 

 

Timothy S. Hart

 

 

Chief Financial Officer


Pursuant to the requirements of the Securities Act of 1933, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signature

 

Title

 

Date

 

 

 

 

 

/s/ Timothy S. Hart

 

Chairman of the Board of Directors, Chief Financial Officer, director, principal financial and accounting officer

 

February 23, 2018

Timothy S. Hart

 

 

 

 

 

/s/ Neil Swartz

  

Interim Chief Executive Officer, Principal Executive Officer

  

February 23, 2018

Neil Swartz

  

  

  

 

 

 

 

 

/s/ Noel Guillama

  

Director, Chairman

  

February 23, 2018

Noel Guillama

  

  

  






31



 


EXHIBIT INDEX

 

Exhibit No.

  

Description

3.1

  

Articles of Incorporation (Incorporated by reference to Exhibit 3.1 of Form S-1 filed with the SEC on March 5, 2014)

3.2

  

Articles of Merger filed December 31, 2002 (Incorporated by reference to Exhibit 3.2 of Form S-1 filed with the SEC on March 5, 2014)

3.3

  

Certificate of Amendment to the Articles of Incorporation filed December 31, 2002 (Incorporated by reference to Exhibit 3.3 of Form S-1 filed with the SEC on March 5, 2014)

3.4

  

Certificate of Amendment to the Articles of Incorporation filed June 23, 2003 (Incorporated by reference to Exhibit 3.4 of Form S-1 filed with the SEC on March 5, 2014)

3.5

  

Certificates of Amendment to the Articles of Incorporation filed July 25, 2003 (Incorporated by reference to Exhibit 3.5 of Form S-1 filed with the SEC on March 5, 2014)

3.6

  

Certificates of Amendment to the Articles of Incorporation filed March 30, 2005 (Incorporated by reference to Exhibit 3.6 of Form S-1 filed with the SEC on March 5, 2014)

3.7

  

Certificate of Amendment to the Articles of Incorporation filed October 29, 2007 (Incorporated by reference to Exhibit 3.7 of Form S-1 filed with the SEC on March 5, 2014)

3.8

  

Certificate of Amendment to the Articles of Incorporation filed May 14, 2009 (Incorporated by reference to Exhibit 3.8 of Form S-1 filed with the SEC on March 5, 2014)

3.9

  

Certificate of Amendment to the Articles of Incorporation filed August 26, 2009 (Incorporated by reference to Exhibit 3.9 of Form S-1 filed with the SEC on March 5, 2014)

3.10

  

Certificate of Amendment to the Articles of Incorporation filed September 10, 2010 (Incorporated by reference to Exhibit 3.10 of Form S-1 filed with the SEC on March 5, 2014)

3.11

  

Certificate of Amendment to the Articles of Incorporation filed July 12, 2011 (Incorporated by reference to Exhibit 3.11 of Form S-1 filed with the SEC on March 5, 2014)

3.12

  

Certificate of Change filed September 21, 2011 (Incorporated by reference to Exhibit 3.12 of Form S-1 filed with the SEC on March 5, 2014)

3.13

  

Certificate of Amendment to the Articles of Incorporation filed July 2, 2013 (Incorporated by reference to Exhibit 3.13 of Form S-1 filed with the SEC on March 5, 2014)

3.14

  

Certificates of Amendment to the Articles of Incorporation filed July 10, 2013 (Incorporated by reference to Exhibit 3.14 of Form S-1 filed with the SEC on March 5, 2014)

3.15

  

Bylaws (Incorporated by reference to Exhibit 3.15 of Form S-1 filed with the SEC on March 5, 2014)

3.16

  

Amended and Restated Articles of Incorporation filed June 17, 2014 (Incorporated by reference to Exhibit 3.16 of Form S-1 filed with the SEC on July 15, 2014)

3.17

 

Certificate of Amendment to the Articles of Incorporation changing the Company’s name from Continental Rail Corp. to MediXall Group, Inc. (Incorporated by reference to Exhibit 3.1 of Form 8-K filed with the SEC on November 16, 2016)

3.18

 

Certificate of Change to effect a 1 for 15 reverse stock split (Incorporated by reference to Exhibit 3.3 of Form 8-K filed with the SEC on November 16, 2016)

10.1

  

Agreement dated June 25, 2013 by and between TBG Holdings, Neil Swartz, Tim Hart, Larry Coe and John H. Marino, Sr., Transportation Management Services, Inc. and John H. Marino, Jr. (Incorporated by reference to Exhibit 10.1 of Form S-1 filed with the SEC on March 5, 2014)

10.2

  

Letter agreement dated May 27, 2013 by and between Continental Rail Corp. and Taylor-DeJongh International  (Incorporated by reference to Exhibit 10.2 of Form S-1 filed with the SEC on March 5, 2014)

10.3

  

Employment Agreement effective June 27, 2013 by and between IGSM Group, Inc. and Wayne A. August (Incorporated by reference to Exhibit 10.3 of Form S-1 filed with the SEC on March 5, 2014)

10.4

  

Employment Agreement effective June 25, 2013 by and between IGSM Group, Inc. and John H. Marino, Jr. (Incorporated by reference to Exhibit 10.4 of Form S-1 filed with the SEC on March 5, 2014)

10.5

  

Amendment No. 1 to Agreement by and between TBG Holdings, Neil Swartz, Tim Hart, Larry Coe and John H. Marino, Sr., Transportation Management Services, Inc. and John H. Marino, Jr. (Incorporated by reference to Exhibit 10.5 of Form S-1 filed with the SEC on July 15, 2014)

10.6

  

Independent Consultant Agreement dated October 2, 2013 by and between John M. Keasling and Continental Rail Corp. (Incorporated by reference to Exhibit 10.6 of Form S-1 filed with the SEC on July 15, 2014)

10.7

  

Amendment to Independent Consultant Agreement dated June 24, 2014, effective October 2, 2013 by and between Continental Rail Corp. and John M. Keasling (Incorporated by reference to Exhibit 10.7 of Form S-1 filed with the SEC on July 15, 2014)

10.8

 

Agreement between the Company, Continental Rail, LLC, and the Company’s Series A Preferred Shareholders (incorporated by reference from exhibit 10.1 to Form 8-K filed on June 26, 2015)

10.9

 

Definitive Agreement for the Exchange of Common Stock for Limited Liability Company interest dated June 24, 2016 (Incorporated by reference to Exhibit 10.1 of Form 8-K filed with the SEC on June 27, 2016)

10.10

 

Share Exchange Agreement dated July 8, 2016 (Incorporated by reference to Exhibit 10.2 of Form 8-K filed with the SEC on December 16, 2016)



32



 





10.11

 

Share Exchange Agreement and Plan of Reorganization dated December 13, 2016 (Incorporated by reference to Exhibit 10.1 of Form 8-K filed with the SEC on December 16, 2016)

14.1

  

Code of Business Conduct and Ethics (Incorporated by reference to Exhibit 14.1 of Form S-1 filed with the SEC on March 5, 2014)

31.1

  

Certification of Principal Executive Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2

  

Certification of Principal Financial Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1

  

Certification of Principal Executive Officer and Principle Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

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.

**

To be filed by amendment.





33



 


INDEX TO FINANCIAL STATEMENTS

 

 

Page

 

 

Report of Independent Registered Public Accounting Firm

F-2

 

 

Consolidated Balance Sheets as of December 31, 2017 and 2016

F-3

 

 

Consolidated Statements of Operations for the Years Ended December 31, 2017 and 2016

F-4

 

 

Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2017 and 2016

F-5

 

 

Consolidated Statements of Cash Flows for the Years Ended December 31, 2017 and 2016

F-6

 

 

Notes to Consolidated Financial Statements

F-7

 








F-1



 



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of MediXall Group, Inc. (formerly Continental Rail Corp.)


Opinion on Consolidated Financial Statements


We have audited the accompanying balance sheets of MediXall Group, Inc. and subsidiaries (the “Company”) as of December 31, 2017 and 2016, and the related statements of operations, changes in stockholders’ (deficit), and cash flows for each of the years in the two-year period ended December 31, 2017.


Basis for Opinion


MediXall Group, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

  

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

  

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of MediXall Group, Inc. as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America.

  

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a significant amount of accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note A. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

  

/s/ Baum & Company PA

We have served as auditor since 2012

Miami Beach, FL

February 23, 2018

 



  













F-2



 


MEDIXALL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2017 and 2016


 

 

December 31,

 

 

December 31,

 

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

Cash

 

$

191,440

 

 

$

114,971

 

Total Current Assets

 

 

191,440

 

 

 

114,971

 

 

 

 

 

 

 

 

 

 

Furniture and equipment, net

 

 

12,432

 

 

 

 

 

 

 

 

 

 

 

 

 

Website and development costs

 

 

163,874

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

367,746

 

 

$

114,971

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

320,705

 

 

$

472,341

 

Accounts payable and accrued expenses - related party

 

 

271,576

 

 

 

548,160

 

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

 

592,281

 

 

 

1,020,501

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT:

 

 

 

 

 

 

 

 

Convertible Preferred Series A stock, $0.001 par value, 1,000.000 authorized; 264,894 issued and outstanding at December 31 2017 and 2016, respectively

 

 

265

 

 

 

265

 

Common Stock, $0.001 Par Value 750,000,000 shares authorized; 59,222,382 and 2,595,379 shares issued and outstanding at December 31, 2017 and 2016, respectively

 

 

59,222

 

 

 

2,595

 

Additional paid-in capital

 

 

7,051,812

 

 

 

4,030,459

 

Common stock payable

 

 

 

 

 

756,125

 

Accumulated deficit

 

 

(7,335,834

)

 

 

(5,694,974

)

 

 

 

 

 

 

 

 

 

Total Stockholders' Deficit

 

 

(224,535

)

 

 

(905,530

)

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Deficit

 

$

367,746

 

 

$

114,971

 


(The accompanying notes are an integral part of these consolidated financial statements)




F-3



 


MEDIXALL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended December 31, 2017 and 2016


 

 

For the Year Ended

 

 

 

December 31,

 

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

Revenue

 

$

22,232

 

 

$

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

Professional fees

 

 

251,018

 

 

 

92,878

 

Professional fees - related party

 

 

156,000

 

 

 

43,942

 

Management fee - related party

 

 

305,000

 

 

 

320,000

 

Personnel related expenses

 

 

829,650

 

 

 

192,155

 

Other selling, general and administrative

 

 

121,424

 

 

 

8,185

 

Total Operating Expenses

 

 

1,663,092

 

 

 

657,160

 

Net Loss Before Income Taxes

 

 

(1,640,860

)

 

 

(657,160

)

 

 

 

 

 

 

 

 

 

Provision for Income Taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$

(1,640,860

)

 

$

(657,160

)

 

 

 

 

 

 

 

 

 

Net loss per common share - basic and diluted

 

$

(0.03

)

 

$

(0.25

)

 

 

 

 

 

 

 

 

 

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

 

 

53,625,637

 

 

 

2,595,379

 



(The accompanying notes are an integral part of these consolidated financial statements)




F-4



 


MEDIXALL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

For the Years Ended December 31, 2017 and 2016


 

 

Series A Voting

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock

 

 

Common Stock

 

 

Common

 

 

Additional

 

 

 

 

 

Total

 

 

 

$0.001 Par Value

 

 

$0.001 Par Value

 

 

Stock

 

 

Paid-in

 

 

Accumulated

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Payable

 

 

Capital

 

 

Deficit

 

 

Deficit

 

Balance, January 1, 2016

 

 

 

 

$

 

 

 

2,595,379

 

 

$

2,595

 

 

$

 

 

$

4,032,927

 

 

$

(5,037,814

)

 

$

(1,002,292

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of preferred stock pursuant to the IHL of Florida Share Exchange Agreement

 

 

264,894

 

 

 

265

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

265

 

Acquisition of MediXall, Inc by IHL of Florida, Inc. on July 8, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,468

)

 

 

 

 

 

(2,468

)

Proceeds received pursuant to Private Placement Memorandum

 

 

 

 

 

 

 

 

 

 

 

 

 

 

781,125

 

 

 

 

 

 

 

 

 

781,125

 

Cancellation of common stock (See Note 4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(25,000

)

 

 

 

 

 

 

 

 

(25,000

)

Net (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(657,160

)

 

 

(657,160

)

Balance, December 31, 2016

 

 

264,894

 

 

 

265

 

 

 

2,595,379

 

 

 

2,595

 

 

 

756,125

 

 

 

4,030,459

 

 

 

(5,694,974

)

 

 

(905,530

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued pursuant to the IHL of Florida Share Exchange

 

 

 

 

 

 

 

 

34,761,000

 

 

 

34,761

 

 

 

 

 

 

(34,761

)

 

 

 

 

 

 

Proceeds received pursuant to Private Placement Memorandum

 

 

 

 

 

 

 

 

7,811,250

 

 

 

7,811

 

 

 

(781,125

)

 

 

773,314

 

 

 

 

 

 

 

Cancellation of common stock (See Note 4)

 

 

 

 

 

 

 

 

(66,667

)

 

 

(66

)

 

 

25,000

 

 

 

(24,934

)

 

 

 

 

 

 

Proceeds received pursuant to Private Placement Memorandum

 

 

 

 

 

 

 

 

14,121,420

 

 

 

14,121

 

 

 

 

 

 

2,307,734

 

 

 

 

 

 

 

2,321,855

 

Net (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,640,860

)

 

 

(1,640,860

)

Balance, December 31 2017

 

 

264,894

 

 

$

265

 

 

 

59,222,382

 

 

$

59,222

 

 

$

 

 

$

7,051,812

 

 

$

(7,335,834

)

 

$

(224,535

)


(The accompanying notes are an integral part of these consolidated financial statements)





F-5



 


MEDIXALL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2017 and 2016


 

 

For the Year Ended

 

 

 

December 31,

 

 

 

2017

 

 

2016

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net Loss

 

$

(1,640,860

)

 

$

(657,160

)

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

 

 

 

 

 

 

 

 

Depreciation

 

 

3,000

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

 

(151,636

)

 

 

180,115

 

Accounts payable and accrued expenses - related party

 

 

(276,584

)

 

 

(189,109

)

Net cash flows from operating activities

 

 

(2,066,080

)

 

 

(666,154

)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

Fixed assets

 

 

(15,432

)

 

 

 

Web site development costs

 

 

(163,874

)

 

 

 

Net cash flows from investing activities

 

 

(179,306

)

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Proceeds from the sale of common stock

 

 

2,321,855

 

 

 

781,125

 

Net cash flows from financing activities

 

 

2,321,855

 

 

 

781,125

 

Decrease in cash and cash equivalents

 

 

76,469

 

 

 

114,971

 

Cash and cash equivalents at beginning of period

 

 

114,971

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$

191,440

 

 

$

114,971

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

Interest paid in cash

 

$

 

 

$

 

Income taxes paid in cash

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS:

 

 

 

 

 

 

 

 

Value of common stock issued for services

 

$

 

 

$

 


(The accompanying notes are an integral part of these consolidated financial statements)

 



F-6



 


MEDIXALL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016


Note 1 – Organization and Nature of Operations


MediXall Group, Inc. (formerly Continental Rail Corp.) (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. In 2002, IP Gate, Inc. changed its name to Action Stocks, Inc. and on June 23, 2003, Action Stocks, Inc. changed its name to Specialized Home Medical Services, Inc. Through December 2006 the Company was in the durable medical equipment business through its subsidiary Classic Health, and from January 3, 2006 to June 30, 2009 was in the business of cataloguing and valuing stamps through its South East Stamp Sales subsidiary. On October 29, 2007, Specialized Home Medical Services, Inc. changed its name to IGSM Group, Inc. During 2011 and 2012 the Company focused on researching and identifying potential merger and acquisition opportunities for investment and operating. In December 2012, the Company contracted the services of TBG Holdings Corporation ("TBG") who assisted with restructuring the Company into a short line and regional freight railroad holding company and on July 10, 2013 the Company changed its name to Continental Rail Corp.


On June 19, 2015, the Company entered into an agreement (“Agreement”) with Continental Rail, LLC (“LLC”), a Florida limited liability company, and the Series A Preferred Shareholders of the Company. The Company was actively seeking to secure financing for the purchase of the Delta Southern Railroad (“Delta”), a Class III short-line railroad headquartered in Tallulah, Louisiana. Delta was subsequently purchased by Golden Gate Capital (“Golden Gate”), a private equity firm in San Francisco, California. Golden Gate decided that it was in its best interest to utilize the railroad operations management skills of certain Preferred Shareholders of the Company to manage the daily operations of Delta (“the Manager”). By the terms of the Agreement, however the Delta Manager cannot be owned (more than 10%) or controlled by a public company. Consequently, the LLC was organized by the Preferred Shareholders as the vehicle to manage Delta and satisfy the conditions set forth in the agreement. In conjunction with this transaction the Company received a 10% interest in the LLC and the preferred shareholders returned their preferred shares to the Company for cancelation.


On June 24, 2016, the Company entered into a share exchange agreement with TBG where the Company exchanged 100% of its membership interest in the LLC in exchange for 66,667 shares of the Company held by TBG. The exchange of the LLC interest was facilitated for the Company’s pursuit of future acquisitions and/or mergers with other public and/or private entities that would expand its opportunities to create value for the Company’s shareholders. The 66,667 common shares were cancelled.


On November 22, 2016, the Company a) changed its name from Continental Rail Corp. to MediXall Group, Inc. to reflect a change in our business model to a Healthcare Incubator of development-stage healthcare technology companies; and b) effected a 1 for 15 reverse stock split of the Company’s issued and outstanding common stock, reducing the number of common shares outstanding from 38,921,911 to 2,595,379 of which approximately 85% was controlled by related parties. No preferred shares were outstanding at the time of the Merger discussed below.


On December 13, 2016 the Company, completed a Share Exchange Agreement and Plan of Reorganization (the “Merger”) with IHL of Florida, Inc., a Florida corporation (“IHL”) established in April, 2016 and under our common control. Pursuant to the Merger, IHL shareholders transferred to the Company all their issued and outstanding shares of capital stock. In exchange, the Company issued 41,131,000 shares of common stock to IHL shareholders, including 18,599,750 shares issued to common control parties and 264,894 shares of Series A Preferred Stock, all issued to common control parties, and convertible into 24,900,000 shares of common stock. The share issuances represent approximately 94.1% of the total issued and outstanding shares of common stock of the Company post-closing. As a result, the Company (i) became the 100% parent of IHL; (ii) assumed the operations of IHL; and (iii) changed its name from Continental Rail Corp. to MediXall Group, Inc.


Due to the common control of IHL and the Company, pursuant to ASC 805-50-25, “Transactions Between Entities Under Common Control” and other SEC guidance including for lack of economic substance, the Merger was accounted for as a transfer of the carrying amounts of assets and liabilities under the predecessor value method of accounting. Financial statement presentation under the predecessor values method of accounting as a result of a business combination between entities under common control requires the receiving entity (i.e., the Company) to report the results of operations as if both entities had always been combined. The consolidated financial statements include both entities’ full results since the inception of IHL in April, 2016.


The Company has wholly-owned subsidiaries; IHL of Florida, Inc. (a Florida corporation), Medixall Financial Group (a Florida corporation), and Medixaid, Inc. Medixaid, Inc. has a wholly-owned subsidiary, Medixaid Provider Network, Inc.




F-7



MEDIXALL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016



Note 2 – Going Concern

  

The Company began generating revenue through its Medixall Financial Group subsidiary in the third quarter of 2017. The Company had not generated any revenue during 2016. The Company has an accumulated deficit of $7,335,895 as of December 31, 2017, and does not have sufficient operating cash flows. The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, 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 financial statements for the years ended December 31, 2017 and 2016, 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.


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 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 consolidated financial statements.


Note 3 – Summary of Significant Accounting Policies


Principles of Consolidation


These 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 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 financial statements and the reported amounts of revenues and expenses during the reporting period.


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 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.


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.


Cash and Cash Equivalents


The Company maintains a cash balance at one financial institution. Cash and cash equivalents includes highly liquid investments with original maturities of three months or less.




F-8



MEDIXALL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016



Furniture and equipment, net


Furniture and equipment are carried at cost, less accumulated depreciation and amortization. Major improvements are capitalized, while repair and maintenance are expensed when incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period.

 

Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:

 

 

 

Estimated

 

 

 

Useful Lives

 

 

 

 

 

Equipment

 

5-10 years

 

Furniture

 

5-7 years

 

 

For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For book purposes, depreciation is computed under the straight-line method.


Depreciation of $3,000 has been recorded for the year ended December 31. 2017 and $0 for the year ended December 31, 2016.


Fair Value Measurement


The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy which prioritizes the inputs used in the valuation methodologies in measuring fair value:


Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. The Company has no assets or liabilities valued with Level 1 inputs.


Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. The Company has no assets or liabilities valued with Level 2 inputs.


Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company has no assets or liabilities valued with Level 3 inputs.


Fair Value of Financial Instruments


The carrying value of cash and cash equivalents, accounts payable and accrued expenses approximate their fair value because of the short-term nature of these instruments and their liquidity. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.


Basis of Presentation


The audited financial statements of Medixall Group, Inc. (the “Company”) as of December 31, 2017, and 2016, have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States and include the Company’s wholly-owned subsidiaries, IHL of Florida, Inc., Medixall Financial Group (a Florida corporation), and Medixaid, Inc. Medixaid, Inc. has a wholly-owned subsidiary, Medixaid Provider Network, Inc. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the financial information have been included. The Company did not record an income tax provision during the periods presented due to net taxable losses.




F-9



MEDIXALL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016



Income Taxes


The Company accounts for income taxes using the liability method prescribed by ASC 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.


Revenue Recognition


The Company follows the guidance of the Securities and Exchange Commission's Staff Accounting Bulletin No. 104 for 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 of ASC 718 "Share Based Payment", in accounting for its stock based compensation. This standard states that compensation cost is measured at the grant date based on the 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.


Net Loss Per Share


The computation of basic earnings per share (“EPS”) 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 EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net income per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the EPS calculation is antidilutive. Furthermore, options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money).




F-10



MEDIXALL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016



Following is the computation of basic and diluted net loss per share for the twelve months ended December 31, 2017 and 2016:


 

 

Year Ended

 

 

 

December 31,

 

 

 

2017

 

 

2016

 

Basic and Diluted EPS Computation

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

Loss available to common stockholders'

 

$

(1,640,860

)

 

$

(657,160

)

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

53,625,637

 

 

 

2,595,379

 

 

 

 

 

 

 

 

 

 

Basic and diluted EPS

 

$

(0.03

)

 

$

(0.25

)


Applicable Accounting Guidance


Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative non-governmental US GAAP as found in the Financial Accounting Standards Board's Accounting Standards Codification.


In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, “Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting (Topic 718)”, which is intended to simplify several aspects of the accounting for share-based payment award transactions. The guidance will be effective for the fiscal year beginning after December 15, 2016, including interim periods within that year. The Company does not expect adoption of ASU 2016-09 to have a material impact on its financial statements.


In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”, which supersedes ASC Topic 840, Leases, and creates a new topic, ASC Topic 842, Leases. ASU 2016-02 requires lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. ASU 2016-02 also expands the required quantitative and qualitative disclosures surrounding leases. ASU 2016-02 is effective for the Company beginning January 1, 2019. Early adoption is permitted. The Company has determined that the adoption of ASU 2016-02 will currently have no impact on its consolidated financial statements.


The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable, the Company has not identified any standards that the Company believes merit discussion. The Company believes that none of the new standards will have a significant impact on the financial statements.


Note 4 – Website and Development Costs


In accordance with ASC 350-40 “Intangibles – Goodwill and other – Internal-use Software”, 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 December 31, 2017, the Company has met the capitalization standards of ASC 350-40 and has incurred $163,874 in costs related to the development of the Medixaid platform. The Company is currently conducting beta test procedures with a full launch date estimated in March 2018.




F-11



MEDIXALL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016



Note 5 – Stockholders Equity (Deficit)


During the year ended December 31, 2017, we entered into the following securities related transactions:


 

·

retired 66,667 shares of common stock that were returned to the Company and retired in exchange for the Companys 10% ownership in Continental Rail, LLC (previously included in common stock payable);

 

·

issued 7,811,250 shares of restricted common stock payable valued at $781,125 from 2016 (previously included in common stock payable);

 

·

issued 34,761,000 shares of common stock in connection with the Share Exchange Agreement and Plan of Reorganization (the “Merger”) with IHL of Florida, Inc., a Florida corporation (“IHL”) which was established in April, 2016 and under common control. Pursuant to the Merger, IHL shareholders transferred to the Company all their issued and outstanding shares of capital stock. In exchange, the Company agreed to issue 41,131,000 (of which 6,370,000 shares were included in the restricted shares payable at December 31, 2016) of common stock to IHL shareholders, including 18,599,750 shares issued to common control parties and 264,894 shares of Series A Preferred Stock, all issued to common control parties, and convertible into 24,900,000 shares of common stock. The share issuances represented approximately 94.1% of the total issued and outstanding shares of common stock of the Company post-closing at the time of the transaction.

 

·

Received proceeds of $2,321,855 pursuant to a Private Placement Memorandum and for which 14,121,420 shares of restricted common stock were issued.


During the year ended December 31, 2016, we entered into the following securities related transactions:


 

·

Issued 32,867 shares as a result of an error in issuances from prior financings; this was reclassified to 2014 due to immateriality;

 

·

recorded a $25,000 equity receivable for 66,667 shares of common stock to be returned to the Company and retired in exchange for the Companys 10% ownership in Continental Rail, LLC (subsequently retired);

 

·

effected a one-for-fifteen reverse stock split reducing the number of common shares outstanding from 38,921,911 to 2,595,379, this was reflected in a restated January 1, 2016 balance;

 

·

Received proceeds of $781,125 of proceeds pursuant to a Private Placement Memorandum and for which 7,811,250 shares (valued at $.10 per share) of restricted common stock are payable (subsequently issued).

 

·

On December 13, 2016, in connection with the Merger, the company issued 264,894 shares of Series A Convertible Preferred stock, convertible into 24,900,000 shares of common stock, in equal amounts to each of Timothy Hart our CFO, Neil Swartz, our Interim President and Noel Guillama our Chairman.


Note 6 – Related Party Transactions


Pursuant to an agreement dated June 2013, TBG Holdings Corp., of which Timothy Hart our Chief Financial Officer and Neil Swartz our Interim Chief Executive Officer are principals, 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, we agreed to pay TBG a first month’s fee of $25,000 and thereafter a monthly fee of $10,000. Additionally, TBG was providing similar services to IHL of Florida, Inc. prior to the Merger at a rate of $25,000 per month. The original agreement was suspended and the agreement with IHL of Florida, Inc. remains in effect. During the years ended December 31, 2017 and 2016, the Company expensed $305,000 and $320,000, respectively, of related party management fees related to this agreement. Additionally, TBG has provided working capital to the Company to cover operating expenses. As of December 31, 2017 and 2016, the Company owed TBG approximately $272,000 and $548,000, respectively. It’s been determined that the amount of related party fees are in accordance with the fair market value of like kind services. These amounts are included on the balance sheet under “Accounts payable and accrued expenses - related party”.


On December 13, 2016, in connection with the Merger, the company issued 264,894 shares of Series A Convertible Preferred stock, convertible into 24,900,000 shares of common stock, in equal amounts to each of Timothy Hart, CFO; Neil Swartz, Interim CEO; and Noel Guillama, Chairman. Additionally, the Company agreed to issue 17,599,750 to TBG Holdings and 1,000,000 shares of common stock to Noel Guillama, respectively, as part of the Merger which were ultimately issued subsequent to December 31, 2016.




F-12



MEDIXALL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016



R3 Accounting LLC, owned by Mr. Hart our Chief Financial officer, provides accounting, tax and bookkeeping services to the Company. During the years ended December 31, 2017 and 2016, R3 Accounting provided $141,500 and $43,942, respectively, of services. At December 31, 2017 and 2016, we owed R3 Accounting $77,532 and $117,530, respectively, and it is included on the balance sheet under “Accounts payable and accrued expenses - related party”.


Note 7 – Pending Legal Matters


In January 2014 the Company was named as a co-defendant in a civil law proceeding in Broward County Florida. The complaint alleges a contract dispute between the Company's major shareholders' and various parties that are unrelated to the Company. The plaintiffs alleged the Company engaged in a breach of fiduciary duty, tortious interference with business relations and a fraudulent transfer of assets. The management plans a vigorous defense and it believes there is no basis for these allegations. Management is also exploring possible counterclaims against the plaintiffs. The Company's legal counsel has opined that an unfavorable outcome of this case is deemed remote and any possible loss is deemed immaterial. No adjustment has been reflected on the financial statements regarding this matter.


As of December 31, 2017 there has been no new development in this matter.


In December 2017 the Company was named in a civil arbitration proceeding in San Diego, CA. The complaint alleges a contract dispute between the Company's that are related to alleged services that were performed for the Company. The arbitration alleged the Company engaged in a breach of contract. The management plans a vigorous defense and it believes there are meritorious defenses in their favor. The Company's legal counsel has opined that an unfavorable outcome of this case is deemed possible and any possible loss cannot be determined at this time. An adjustment of $30,000 has been reflected on the financial statements regarding this matter.


Note 8 – Income Taxes


A reconciliation of differences between the effective income tax rates and the statutory federal rates for the years ended December 31, 2017 and 2016 are as follows:


 

 

2017

 

 

2016

 

 

 

Rate

 

 

Amount

 

 

Rate

 

 

Amount

 

Tax benefit at US statutory rate

 

 

34

%

 

$

541,593

 

 

 

34

%

 

$

223,434

 

State taxes, net of federal benefit

 

 

5

%

 

 

79,646

 

 

 

5

%

 

 

32,858

 

Change in valuation allowance

 

 

(39

)%

 

 

(621,239

)

 

 

(39

)%

 

 

(256,292

)

 

 

 

 

 

$

 

 

 

 

 

$

 


The tax effect of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at December 31, 2017 and 2016 consisted of the following:


 

 

2017

 

 

2016

 

Net Operating Loss Carryforward

 

$

3,529,212

 

 

$

1,936,291

 

Valuation Allowance

 

 

(3,529,212

)

 

 

(1,936,291

)

Total Net Deferred Tax Assets

 

$

 

 

$

 


As of December 31, 2017, the Company had a net operating loss carry forward for income tax reporting purposes of approximately $7.34 million that may be offset against future taxable income through 2031. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amounts available to offset future taxable income may be limited. No tax assets have been reported in the financial statements because the Company believes there is a 50% or greater chance the carryforwards will expire unused. Accordingly, the potential tax benefits of the loss carry forwards are offset by a valuation allowance of the same amount.


Note 9 – Subsequent Events


Management has reviewed material events subsequent to the annual period ended December 31, 2017 and prior to the filing of financial statements in accordance with FASB ASC 855 “Subsequent Events”. There were no additional disclosures deemed necessary.



F-13