10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10–Q

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

For the quarterly period ended June 30, 2019

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: 000-55768

HealthLynked Corp.

(Exact name of registrant as specified in its charter)

Nevada	47-1634127
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1726 Medical Blvd Suite 101, Naples, Florida 34110

(Address of principal executive offices)

239-513-1992

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant has submitted electronically 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 ☒  No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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

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

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

As of August 12, 2019, there were 102,477,506 shares of the issuer’s common stock, par value $0.0001, outstanding.

TABLE OF CONTENTS

		PAGE NO.
PART I	FINANCIAL INFORMATION	1
Item 1	Financial Statements (Unaudited)	1
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44
Item 3	Quantitative and Qualitative Disclosures about Market Risk	57
Item 4	Controls and Procedures	57
Part II	OTHER INFORMATION	58
Item 1	Legal Proceedings	58
Item 1A	Risk Factors	58
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	58
Item 3	Defaults upon Senior Securities	58
Item 4	Mine Safety Disclosure	59
Item 5	Other Information	59
Item 6	Exhibits	59

i

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

HEALTHLYNKED CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2019			2018
	(unaudited)
ASSETS
Current Assets
Cash	$	125,739		$	135,778
Accounts receivable, net of allowance for doubtful accounts of $13,972 and $13,972 as of June 30, 2019 and December 31, 2018, respectively		124,095			114,884
Inventory		93,583			—
Prepaid expenses		32,015			28,542
Deferred offering costs		44,807			96,022
Total Current Assets		420,239			375,226
Property, plant and equipment, net of accumulated depreciation of $703,429 and $752,173 as of June 30, 2019 and December 31, 2018, respectively		553,922			42,597
Goodwill and intangible assets, net of accumulated amortization of $1,775 and $0 as of June 30, 2019 and December 31, 2018, respectively		1,341,091			—
ROU lease assets and deposits		442,451			9,540
Total Assets	$	2,757,703		$	427,363
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	514,372		$	394,333
Capital lease, current portion		—			19,877
Lease liability, current portion		306,271			—
Due to related party, current portion		463,174			429,717
Notes payable to related party, current portion		684,586			672,471
Convertible notes payable, net of original issue discount and debt discount of $722,954 and $386,473 as of June 30, 2019 and December 31, 2018, respectively		1,229,102			1,042,314
Contingent acquisition consideration		500,000			—
Derivative financial instruments		632,605			800,440
Total Current Liabilities		4,330,110			3,359,152
Long-Term Liabilities
Capital leases, long-term portion		—			3,058
Lease liability, long term portion		125,695			—
Total Liabilities		4,455,805			3,362,210
Shareholders’ Deficit
Common stock, par value $0.0001 per share, 500,000,000 shares authorized, 101,068,541 and 85,178,902 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively		10,107			8,518
Common stock issuable, $0.0001 par value; 562,726 and 114,080 shares as of June 30, 2019 and December 31, 2018, respectively		105,348			26,137
Additional paid-in capital		10,627,789			7,531,553
Accumulated deficit		(12,441,346	)		(10,501,055	)
Total Shareholders’ Deficit		(1,698,102	)		(2,934,847	)
Total Liabilities and Shareholders’ Deficit	$	2,757,703		$	427,363

See the accompanying notes to these Unaudited Condensed Consolidated Financial Statements

1

HEALTHLYNKED CORP.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)

	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Revenue
Patient service revenue, net	$	1,208,390		$	566,320		$	1,673,380		$	1,211,959
Cost of services		321,603			—			321,603			—
Gross profit		886,787			566,320			1,351,777			1,211,959
Operating Expenses
Salaries and benefits		767,818			618,143			1,297,043			1,178,999
General and administrative		795,450			552,583			1,552,806			1,127,411
Depreciation and amortization		21,710			6,029			23,365			12,058
Total Operating Expenses		1,584,978			1,176,755			2,873,214			2,318,468
Loss from operations		(698,191	)		(610,435	)		(1,521,437	)		(1,106,509	)
Other Income (Expenses)
Gain (loss) on extinguishment of debt		72,435			16,864			(67,363	)		(308,359	)
Change in fair value of debt		(30,409	)		(25,452	)		(60,106	)		(83,398	)
Financing cost		(87,332	)		(248,443	)		(121,235	)		(440,505	)
Amortization of original issue and debt discounts on notes payable and convertible notes		(299,613	)		(244,563	)		(478,997	)		(399,398	)
Change in fair value of derivative financial instrument		223,881			52,786			415,514			38,165
Interest expense		(60,345	)		(51,006	)		(106,667	)		(91,353	)
Total other expenses		(181,383	)		(499,814	)		(418,854	)		(1,284,848	)
Net loss before provision for income taxes		(879,574	)		(1,110,249	)		(1,940,291	)		(2,391,357	)
Provision for income taxes		—			—			—			—
Net loss	$	(879,574	)	$	(1,110,249	)	$	(1,940,291	)	$	(2,391,357	)
Net loss per share, basic and diluted:
Basic	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.03	)
Fully diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.03	)
Weighted average number of common shares:
Basic		98,502,106			75,871,643			93,532,128			74,397,741
Fully diluted		98,502,106			75,871,643			93,532,128			74,397,741

See the accompanying notes to these Unaudited Condensed Consolidated Financial Statements

2

HEALTHLYNKED CORP.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

THREE AND SIX MONTHS ENDED JUNE 30, 2019 AND 2018

(UNAUDITED)

	Number of Shares				Common		Additional						Total
	Common		Common		Stock		Paid-in			Accumulated			Shareholders'
	Stock		Stock		Issuable		Capital			Deficit			Deficit
	(#)		($)		($)		($)			($)			($)
Balance at December 31, 2018		85,178,902		8,518		26,137		7,531,553			(10,501,055	)		(2,934,847	)
Sale of common stock		3,261,978		326		---		693,832			---			694,158
Fair value of warrants allocated to proceeds of common stock		---		---		---		139,068			---			139,068
Shares issued with convertible notes payable		28,000		3		---		4,673			---			4,676
Fair value of warrants issued for professional services		---		---		---		54,257			---			54,257
Conversion of convertible notes payable to common stock		2,512,821		251		---		534,980			---			535,231
Consultant fees payable with common shares and warrants		270,000		27		19,960		6,850			---			26,837
Shares and options issued pursuant to employee equity incentive plan		113,750		12		---		61,223			---			61,235
Exercise of stock warrants		2,098,427		210		---		(210	)		---			---
Exercise of stock options		113,141		11		---		(11	)		---			---
Net loss		---		---		---		---			(1,060,717	)		(1,060,717	)
Balance at March 31, 2019		93,577,019		9,358		46,097		9,026,215			(11,561,772	)		(2,480,102	)
Acquisition of Hughes Center for Functional Medicine		3,968,254		397		---		999,603			---			1,000,000
Sale of common stock		567,953		57		34,418		110,989			---			145,464
Fair value of warrants allocated to proceeds of common stock		---		---		---		15,582			---			15,582
Fair value of warrants allocated to proceeds of convertible notes payable		---		---		---		225,323			---			225,323
Shares issued with convertible notes payable		50,000		5		---		12,495			---			12,500
Fair value of warrants issued for professional services		---		---		---		---			---			---
Conversion of convertible notes payable to common stock		740,002		74		---		138,688			---			138,762
Consultant fees payable with common shares and warrants		30,000		3		24,833		39,510			---			64,346
Shares and options issued pursuant to employee equity incentive plan		135,313		13		---		59,384			---			59,397
Exercise of stock warrants		2,000,000		200		---		---			---			200
Exercise of stock options		---		---		---		---			---			---
Net loss		---		---		---		---			(879,574	)		(879,574	)
Balance at June 30, 2019		101,068,541		10,107		105,348		10,627,789			(12,441,346	)		(1,698,102	)

(continued)

3

HEALTHLYNKED CORP.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

THREE AND SIX MONTHS ENDED JUNE 30, 2019 AND 2018

(UNAUDITED)

	Number of Shares				Common			Additional					Total
	Common		Common		Stock			Paid-in		Accumulated			Shareholders'
	Stock		Stock		Issuable			Capital		Deficit			Deficit
	(#)		($)		($)			($)		($)			($)
Balance at December 31, 2017		72,302,937		7,230		8,276			2,638,311		(4,705,230	)		(2,051,413	)
Sale of common stock		631,204		63		236			133,312		---			133,611
Fair value of warrants allocated to proceeds of common stock		---		---		---			117,956		---			117,956
Fair value of warrants issued to extend related party notes payable		---		---		---			337,467		---			337,467
Fair value of warrants issued to extend convertible notes payable		---		---		---			10,199		---			10,199
Consultant fees payable with common shares and warrants		---		---		5,287			---		---			5,287
Shares and options issued pursuant to employee equity incentive plan		75,000		8		(8	)		5,577		---			5,577
Net loss		---		---		---			---		(1,281,108	)		(1,281,108	)
Balance at March 31, 2018		73,009,141		7,301		13,791			3,242,822		(5,986,338	)		(2,722,424	)
Sale of common stock		4,474,453		448		(236	)		365,659		---			365,871
Fair value of warrants allocated to proceeds of common stock		---		---		---			28,065		---			28,065
Fair value of warrants issued to extend related party notes payable		---		---		---			---		---			---
Fair value of warrants issued to extend convertible notes payable		---		---		---			---		---			---
Fair value of warrants issued for professional services		---		---		---			115,125		---			115,125
Consultant fees payable with common shares and warrants		277,147		28		(9,618	)		31,659		---			22,069
Shares and options issued pursuant to employee equity incentive plan		188,750		18		---			6,011		---			6,029
Net loss		---		---		---			---		(1,110,249	)		(1,110,249	)
Balance at June 30, 2018		77,949,491		7,795		3,937			3,789,341		(7,096,587	)		(3,295,514	)

See the accompanying notes to these Unaudited Condensed Consolidated Financial Statements

4

HEALTHLYNKED CORP.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

	Six Months Ended June 30,
	2019			2018
Cash Flows from Operating Activities
Net loss	$	(1,940,291	)	$	(2,391,357	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		23,365			12,058
Stock based compensation, including amortization of prepaid fees		317,285			97,286
Amortization of original issue discount and debt discount on convertible notes		478,997			399,398
Financing cost		121,235			440,505
Change in fair value of derivative financial instrument		(415,514	)		(38,165	)
Loss on extinguishment of debt		67,363			308,359
Change in fair value of debt		60,106			83,398
Changes in operating assets and liabilities:
Accounts receivable		(9,210	)		(28,504	)
Inventory		(21,469	)		—
Prepaid expenses and deposits		(9,380	)		(183,878	)
ROU lease assets		133,046			—
Accounts payable and accrued expenses		133,270			45,345
Lease liability		(128,084	)		—
Due to related party, current portion		33,488			32,608
Net cash used in operating activities		(1,155,793	)		(1,222,947	)
Cash Flows from Investing Activities
Acquisition of property and equipment		(4,302	)		(201	)
Acquisition, net of cash acquired		(465,000	)		—
Net cash used in investing activities		(469,302	)		(201	)
Cash Flows from Financing Activities
Proceeds from sale of common stock		994,272			645,503
Proceeds from exercise of warrants		200			—
Proceeds from issuance of convertible notes		1,025,000			805,500
Repayment of convertible notes, including prepayment premium		(404,416	)		(284,682	)
Proceeds from related party loans		—			101,450
Repayment of related party loans		—			(9,000	)
Proceeds from notes payable and bank loans		—			73,500
Repayment of notes payable and bank loans		—			(113,257	)
Payments on capital leases		—			(7,645	)
Net cash provided by financing activities		1,615,056			1,211,369
Net decrease in cash		(10,039	)		(11,779	)
Cash, beginning of period		135,778			50,006
Cash, end of period	$	125,739		$	38,227

(continued)

5

HEALTHLYNKED CORP.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

	Six Months Ended June 30,
	2019		2018
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	15,589	$	9,978
Cash paid during the period for income tax	$	—	$	—
Schedule of non-cash investing and financing activities:
Initial derivative liability and fair value of beneficial conversion feature and original issue discount allocated to proceeds of variable convertible notes payable	$	804,059	$	1,246,005
Common stock issuable issued during period	$	25	$	54
Fair value of warrants issued for professional service	$	54,257	$	94,844
Conversion of convertible note payable to common shares	$	673,993	$	—
Fair value of common shares issued with convertible notes payable	$	17,176	$	—
Cashless exercise of options and warrants	$	221	$	—
Adoption of lease obligation and ROU asset	$	560,050	$	—
Fair value of shares issued as acquisition consideration	$	1,000,000	$	—
Value of contingent acquisition consideration	$	500,000	$	—
Fair value of warrants issued to extend maturity date of convertible notes payable	$	—	$	10,199
Fair value of warrants issued to extend related party notes payable	$	—	$	337,466
Derivative liabilities written off with repayment of convertible notes payable	$	288,569	$	216,640
Derivative liabilities written off with conversion of convertible notes payable	$	267,811	$	—
Fair value of warrants allocated to proceeds of fixed convertible notes payable	$	225,323	$	—

See the accompanying notes to these Unaudited Condensed Consolidated Financial Statements

6

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 1 – BUSINESS AND BUSINESS PRESENTATION

HealthLynked Corp., a Nevada corporation (the “Company”) was incorporated in the State of Nevada on August 4, 2014. On September 2, 2014, the Company filed Amended and Restated Articles of Incorporation with the Secretary of State of Nevada setting the total number of authorized shares at 250,000,000 shares, which included up to 230,000,000 shares of common stock and 20,000,000 shares of “blank check” preferred stock. On February 5, 2018, the Company filed an Amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of Nevada to increase the number of authorized shares of common stock to 500,000,000 shares. The Company also previously had 2,953,840 designated shares of Series A Preferred Stock in 2014, which were converted into the 2,953,840 shares of the Company’s common shares on July 30, 2016.

On September 5, 2014, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Naples Women’s Center LLC (“NWC”), a Florida Limited Liability Company (“LLC”), acquiring 100% of the LLC membership units of NWC through the issuance of 50,000,000 shares of Company common stock to the members of NWC (the “Restructuring”). NWC is a multi-specialty medical group including OB/GYN (both Obstetrics and Gynecology), and General Practice located in Naples, Florida.

On June 28, 2018, the Company formed wholly-owned subsidiary HLYK FL LLC (“Merger Sub”) to act as the acquiring entity in the acquisition of Hughes Center for Functional Medicine, P.A. (the “HCFM”). The acquisition of HCFM was completed on April 12, 2019. At the time of the acquisition, HCFM was renamed and rebranded as Naples Center for Functional Medicine (“NCFM”). See “Note 4 – Acquisition.” NCFM is a Functional Medical Practice located in Naples, Florida and is engaged in improving the health of its patients through individualized and integrative health care. NWC and NCFM comprise the Company’s “Health Services” segment.

The Company also develops and operates an online personal medical information and record archive system, the “HealthLynked Network”, which enables patients and doctors to keep track of medical information via the Internet in a cloud-based system. Patients complete a detailed online personal medical history including past surgical history, medications, allergies, and family history. Once this information is entered patients and their treating physicians are able to update the information as needed to provide a comprehensive medical history. Business activities surrounding the HealthLynked Network comprise the Company’s “Digital Healthcare” segment.

These unaudited condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended December 31, 2018 and 2017, respectively, which are included in the Company’s Form 10-K filed with the United States Securities and Exchange Commission on April 1, 2019. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three and six months ended June 30, 2019 are not necessarily indicative of results for the entire year ending December 31, 2019.

All significant intercompany transactions and balances have been eliminated upon consolidation. In addition, certain amounts in the prior periods’ consolidated financial statements have been reclassified to conform to the current period presentation.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the presentation of the accompanying consolidated financial statements follows:

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”).

All amounts referred to in the notes to the unaudited condensed consolidated financial statements are in United States Dollars ($) unless stated otherwise. 

7

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Significant estimates include assumptions about collection of accounts receivable, the valuation and recognition of stock-based compensation expense, valuation allowance for deferred tax assets, borrowing rate consideration for ROU lease assets including related lease liability and useful life of fixed assets.

Adopted Accounting Pronouncements

Effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (“ASU 2016-02”) using the required modified retrospective approach. ASU 2016-02 requires lessees to record most leases on their balance sheets but recognize expenses on their income statements in a manner similar to current accounting. See discussion below under the caption “Leases” in this Note 2 and in Note 9 for more detail on the Company’s accounting policy with respect to lease accounting.

Effective January 1, 2019, the Company adopted ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The adoption of this guidance did not materially impact the Company’s financial statements and related disclosures.

Patient Service Revenue

Patient service revenue is reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for providing patient care. These amounts are due from patients and third-party payors (including health insurers and government programs) and includes variable consideration for retroactive revenue adjustments due to settlement of audits, reviews, and investigations. Generally, the Company bills patients and third-party payors within days after the services are performed and/or the patient is discharged from the facility. Revenue is recognized as performance obligations are satisfied.

Performance obligations are determined based on the nature of the services provided by the Company. Revenue for performance obligations satisfied over time is recognized based on actual charges incurred in relation to total expected charges. The Company believes that this method provides a faithful depiction of the transfer of services over the term of the performance obligation based on the inputs needed to satisfy the obligation. Revenue for performance obligations satisfied at a point in time is recognized when goods or services are provided and the Company does not believe it is required to provide additional goods or services to the patient.

The Company determines the transaction price based on standard charges for goods and services provided, reduced by contractual adjustments provided to third-party payors, discounts provided to uninsured patients in accordance with the Company’s policy, and/or implicit price concessions provided to uninsured patients. The Company determines its estimates of contractual adjustments and discounts based on contractual agreements, its discount policies, and historical experience. The Company determines its estimate of implicit price concessions based on its historical collection experience with this class of patients.

Agreements with third-party payors typically provide for payments at amounts less than established charges. A summary of the payment arrangements with major third-party payors follows:

● Medicare: Certain inpatient acute care services are paid at prospectively determined rates per discharge based on clinical, diagnostic and other factors. Certain services are paid based on cost-reimbursement methodologies subject to certain limits. Physician services are paid based upon established fee schedules. Outpatient services are paid using prospectively determined rates.

● Medicaid: Reimbursements for Medicaid services are generally paid at prospectively determined rates per discharge, per occasion of service, or per covered member.

8

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

● Other: Payment agreements with certain commercial insurance carriers, health maintenance organizations, and preferred provider organizations provide for payment using prospectively determined rates per discharge, discounts from established charges, and prospectively determined daily rates.

Laws and regulations concerning government programs, including Medicare and Medicaid, are complex and subject to varying interpretation. As a result of investigations by governmental agencies, various health care organizations have received requests for information and notices regarding alleged noncompliance with those laws and regulations, which, in some instances, have resulted in organizations entering into significant settlement agreements. Compliance with such laws and regulations may also be subject to future government review and interpretation as well as significant regulatory action, including fines, penalties, and potential exclusion from the related programs. There can be no assurance that regulatory authorities will not challenge the Company’s compliance with these laws and regulations, and it is not possible to determine the impact, if any, such claims or penalties would have upon the Company. In addition, the contracts the Company has with commercial payors also provide for retroactive audit and review of claims.

Settlements with third-party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known, or as years are settled or are no longer subject to such audits, reviews, and investigations.

The Company also provides services to uninsured patients, and offers those uninsured patients a discount, either by policy or law, from standard charges. The Company estimates the transaction price for patients with deductibles and coinsurance and from those who are uninsured based on historical experience and current market conditions. The initial estimate of the transaction price is determined by reducing the standard charge by any contractual adjustments, discounts, and implicit price concessions. Subsequent changes to the estimate of the transaction price are generally recorded as adjustments to patient service revenue in the period of the change. Patient services provided by NCFM are provided on a cash basis and not submitted through third party insurance providers.

Cash and Cash Equivalents

For financial statement purposes, the Company considers all highly liquid investments with original maturities of three months or less to be cash and cash equivalents.

Accounts Receivable

Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past collectability of the insurance companies, government agencies, and customers’ accounts receivable during the related period which generally approximates 47% of total billings. Trade accounts receivable are recorded at this net amount. As of June 30, 2019 and December 31, 2018, the Company’s gross accounts receivable were $265,159 and $244,956, respectively, and net accounts receivable were $124,095 and $114,884, respectively, based upon net reporting of accounts receivable. As of June 30, 2019 and December 31, 2018, the Company’s allowance of doubtful accounts was $13,972 and $13,972, respectively.

Leases

Upon transition under ASU 2016-02, the Company elected the suite of practical expedients as a package applied to all of its leases, including (i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing initial direct costs for any existing leases. For new leases, the Company will determine if an arrangement is or contains a lease at inception. Leases are included as right-of-use (“ROU”) assets within other assets and ROU liabilities within accrued expenses and other liabilities and within other long-term liabilities on the Company’s condensed consolidated balance sheets.

9

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company’s leases do not provide an implicit rate. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Adoption of ASU 2016-02 had an impact of $427,004 and $431,996 on the Company’s assets and liabilities, respectively, and had no material impact on cash provided by or used in operating, investing or financing activities on the Company’s unaudited condensed consolidated statements of cash flows.

Inventory

Inventory consisting of supplements, is stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. Outdated inventory is directly charged to cost of goods sold.

Goodwill and Intangible Assets

Goodwill is recognized as the excess cost of an acquired entity over the net amount assigned to assets acquired and liabilities assumed. Goodwill is not amortized, but rather tested for impairment on an annual basis and more often if circumstances require. Impairment losses are recognized whenever the implied fair value of goodwill is less than its

carrying value.

The Company recognizes an acquired intangible apart from goodwill whenever the intangible arises from contractual or other legal rights, or whenever it can be separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability. Such intangibles are amortized over their estimated useful lives unless the estimated useful life is determined to be indefinite. Amortizable intangible assets are being amortized primarily over useful lives of five years. The straight-line method of amortization is used as it has been determined to approximate the use pattern of the assets. Impairment losses are recognized if the carrying amount of an intangible that is subject to amortization is not recoverable from expected future cash flows and its carrying amount exceeds its fair value.

The Company also maintains intangible assets with indefinite lives, which are not amortized. These intangibles are tested for impairment on an annual basis and more often if circumstances require. Impairment losses are recognized whenever the implied fair value of these assets is less than their carrying value. No impairment charges were recognized in the three and six months ended June 30, 2019 or 2018.

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. There are no patients/customers that represent 10% or more of the Company’s revenue or accounts receivable. Generally, the Company’s cash and cash equivalents are in checking accounts.

Property and Equipment

Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For consolidated financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 5 to 7 years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized.

The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. There was no impairment as of June 30, 2019 and December 31, 2018. 

10

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Convertible Notes

Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or at the instrument’s maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized as additional paid-in capital and included in equity, net of income tax effects, and is not subsequently remeasured. After initial measurement, they are carried at amortized cost using the effective interest method. Convertible notes for which the maturity date has been extended and that qualify for debt extinguishment treatment are recorded at fair value on the extinguishment date and then revalue at the end of each reporting period, with the change recorded to the statement of operations under “Change in Fair Value of Debt.”

Derivative Financial Instruments

The Company reviews the terms of convertible debt, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received, an immediate charge to income is recognized, in order to initially record the derivative instrument liabilities at their fair value. The discount from the face value of convertible debt instruments resulting from allocating some or all of the proceeds to the derivative instruments is amortized over the life of the instrument through periodic charges to income.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

Fair Value of Assets and Liabilities

Fair value is the price that would be received from the sale of an asset or paid to transfer a liability (i.e. an exit price) in the principal or most advantageous market in an orderly transaction between market participants. In determining fair value, the accounting standards have established a three-level hierarchy that distinguishes between (i) market data obtained or developed from independent sources (i.e., observable data inputs) and (ii) a reporting entity’s own data and assumptions that market participants would use in pricing an asset or liability (i.e., unobservable data inputs). Financial assets and financial liabilities measured and reported at fair value are classified in one of the following categories, in order of priority of observability and objectivity of pricing inputs:

● Level 1 – Fair value based on quoted prices in active markets for identical assets or liabilities

● Level 2 – Fair value based on significant directly observable data (other than Level 1 quoted prices) or significant indirectly observable data through corroboration with observable market data. Inputs would normally be (i) quoted prices in active markets for similar assets or liabilities, (ii) quoted prices in inactive markets for identical or similar assets or liabilities or (iii) information derived from or corroborated by observable market data.

● Level 3 – Fair value based on prices or valuation techniques that require significant unobservable data inputs. Inputs would normally be a reporting entity’s own data and judgments about assumptions that market participants would use in pricing the asset or liability

11

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The fair value measurement level for an asset or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs.

Stock-Based Compensation

The Company accounts for stock-based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value based method. Under this method, 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. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.

Income Taxes

The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. No Income Tax has been provided for the three or six months ended June 30, 2019, since the Company has sustained a loss for the period. Due to the uncertainty of the utilization and recoverability of the loss carry-forwards (including the three and six months ended June 30, 2019) and other deferred tax assets, management has determined a full valuation allowance for the deferred tax assets, since it is more likely than not that the deferred tax assets will not be realizable.

Recurring Fair Value Measurements

The carrying value of the Company’s financial assets and financial liabilities is their cost, which may differ from fair value. The carrying value of cash held as demand deposits, money market and certificates of deposit, marketable investments, accounts receivable, short-term borrowings, accounts payable, accrued liabilities, and derivative financial instruments approximated their fair value.

Net Loss per Share 

Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. During the three and six months ended June 30, 2019 and 2018, the Company reported a net loss and excluded all outstanding stock options, warrants and other dilutive securities from the calculation of diluted net loss per common share because inclusion of these securities would have been anti-dilutive. As of June 30, 2019 and December 31, 2018, potentially dilutive securities were comprised of (i) 43,783,874 and 46,161,463 warrants outstanding, respectively, (ii) 4,036,750 and 3,707,996 stock options outstanding, respectively, (iii) 15,128,584 and 15,517,111 shares issuable upon conversion of convertible notes, respectively, and (iv) 463,750 and 540,000 unissued shares subject to future vesting requirements granted pursuant to the Company’s Employee Incentive Plan. 

12

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Common stock awards

The Company grants common stock awards to non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted, whichever is more reliably measurable. The fair value measurement date of these awards is generally the date the performance of services is complete. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded on the consolidated statement of comprehensive loss in the same manner and charged to the same account as if such settlements had been made in cash.

Warrants

In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes option pricing model as of the measurement date. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value as expense over the requisite service period or at the date of issuance, if there is not a service period. Warrants granted in connection with ongoing arrangements are more fully described in Note 11, Shareholders’ Deficit.

Business Segments

The Company uses the “management approach” to identify its reportable segments. The management approach designates the internal organization used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. Using the management approach, the Company determined that it has two operating segments: Health Services (multi-specialty medical group including the NWC OB/GYN practice and the NCFM practice acquired in April 2019) and Digital Healthcare (develops and markets the “HealthLynked Network,” an online personal medical information and record archive system).

NOTE 3 – GOING CONCERN MATTERS AND LIQUIDITY

As of June 30, 2019, the Company had a working capital deficit of $3,909,871 and accumulated deficit $12,441,346. For the six months ended June 30, 2019, the Company had a net loss of $1,940,291 and net cash used by operating activities of $1,155,793. Net cash used in investing activities was $469,302, comprised principally of the cash portion of paid for the acquisition of NCFM totaling $465,000 (net of cash acquired). Net cash provided by financing activities was $1,615,056, resulting principally from $1,025,000 net proceeds from the issuance of convertible notes and $994,272 proceeds from the sale of common stock.

The Company’s cash balance and revenues generated are not currently sufficient and cannot be projected to cover its operating expenses for the next twelve months from the date of this report. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans include attempting to improve its business profitability and its ability to generate sufficient cash flow from its operations to meet its needs on a timely basis, obtaining additional working capital funds through equity and debt financing arrangements, and restructuring on-going operations to eliminate inefficiencies to raise cash balance in order to meet its anticipated cash requirements for the next twelve months from the date of this report. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company’s ongoing capital expenditures, working capital, and other requirements. Management intends to make every effort to identify and develop sources of funds. The outcome of these matters cannot be predicted at this time. There can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at all.

The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital and achieve profitable operations. The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. 

13

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 3 – GOING CONCERN MATTERS AND LIQUIDITY (CONTINUED)

During July 2016, the Company entered into an Investment Agreement (the “Investment Agreement”) pursuant to which the investor has agreed to purchase up to $3,000,000 of Company common stock over a three-year period starting upon registration of the underlying shares, with such shares put to the investor by the Company pursuant to a specified formula that limits the number of shares able to be put to the investor to the number equal to the average trading volume of the Company’s common shares for the ten consecutive trading days prior to the put notice being issued. During the six months ended June 30, 2019, the Company received $604,272 from the proceeds of the sale of 2,696,597 shares pursuant to the Investment Agreement.

NOTE 4 – ACQUISITION

On April 12, 2019 the Company acquired a 100% interest in HCFM, a medical practice engaged in improving the health of its patients through individualized and integrative health care. Under the terms of acquisition, the Company paid HCFM shareholders $500,000 in cash, issued 3,968,254 shares of the Company’s common stock and agreed to an earn-out provision of $500,000 that may be earned based on the performance of HCFM in fiscal years ended December 31, 2019, 2020, and 2021.  The total consideration represents a transaction value of $2,000,000. The Company accounted for the transaction as an acquisition of a business pursuant to ASC 805, “Business Combinations” (“ASC 805”).

Following the acquisition, HCFM was rebranded as NCFM and was combined with NWC to form the Company’s Health Services segment. As a result of the acquisition, the Company is expected to be a leading provider of Functional Medicine in Southwest Florida. The Company also expects to reduce costs in its Health Services segment through economies of scale.

The following table summarizes the consideration paid for HCFM and the value of assets acquired that were recognized at the acquisition date. There were no liabilities assumed in the acquisition of HCFM.

Cash	$	500,000
Common Stock (3,968,254 shares)		1,000,000
Earn Out Agreement		500,000
Fair Value of Total Consideration		2,000,000

The fair value of the 3,968,254 common shares issued as part of the acquisition consideration was determined using the intraday volume weighted average price of the Company’s common shares on the acquisition date. The terms of the earn out require the Company to pay the former owner of HCFM up to $100,000, $200,000 and $200,000 on the first, second and third anniversary, respectively, based on achievement by NCFM of revenue of at least $3,100,000 (50% weighting) and EBITDA of at least $550,000 (50% weighting) in the year preceding each anniversary date.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date.

Cash	$	35,000
Hyperbaric Chambers		452,289
Medical Equipment		29,940
Computer Equipment/Software		19,739
Office Furniture & Equipment		23,052
Inventory		72,114
Leasehold Improvements		25,000
Website		41,000
Patient Management Platform Database		1,230,000
Goodwill		71,866
Fair Value of Identifiable Assets Acquired	$	2,000,000

Goodwill of $71,866 arising from the acquisition consists of value associated with the legacy name. None of the goodwill recognized is expected to be deductible for income tax purposes. The fair value of the website of $41,000 was determined based upon the cost to reconstruct and put into use applying current market rates.

14

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 4 – ACQUISITION (CONTINUED)

The fair value of the Patient Management Platform Database of $1,230,000 was estimated by applying the income approach. Under the income approach, the expected future cash flows generated by the Patient Management Platform Database are estimated and discounted to their net present value at an appropriate risk-adjusted rate of return. Significant factors considered in the calculation of the rate of return are the weighted average cost of capital and return on assets, as well as the risks inherent in the business. Cash flows were estimated based on EBITDA using forecasted revenue and costs. The measure is based on significant inputs that are not observable in the market (i.e. Level 3 inputs). Key assumptions include (i) a capitalization rate of 11.75% (ii) sustainable growth of 5% and (iii) a benefit stream using EBITDA cash flow.

The amounts of revenue and net income of HCFM included in the Company’s consolidated income statement from the acquisition date to the period ending June 30, 2019 are as follows:

Revenue	$	690,127
Net income	$	84,856

The following represents the pro forma consolidated income statement as if HCFM had been included in the consolidated results of the Company for the entire six-month periods ending June 30, 2019 and 2018:

	Six Months Ended June 30,
	2019			2018
Revenue	$	2,569,030		$	2,925,174
Net income	$	(1,890,058	)	$	(2,160,552	)

These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of HCFM to reflect (i) the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had been applied on January 1, 2019 and 2018, respectively, and (ii) financing charges related directly to the acquisition of HCFM that would have been incurred in 2018 if the acquisition had been completed on January 1, 2018.

NOTE 5 – DEFERRED OFFERING COSTS AND PREPAID EXPENSES

Deferred Offering Costs

On July 7, 2016, the Company entered into the Investment Agreement with an accredited investor, pursuant to which an accredited investor agreed to invest up to $3,000,000 to purchase the Company’s common stock, par value of $.0001 per share. The purchase price for such shares shall be 80% of the lowest volume weighted average price of the Company’s common stock during the five consecutive trading days prior to the date on which written notice is sent by the Company to the investor stating the number of shares that the Company is selling to the investor, subject to certain discounts and adjustments. Further, for each $50,000 that the investor tenders to the Company for the purchase of shares of common stock, the investor was to be granted warrants for the purchase of an equivalent number of shares of common stock. The warrants were to expire five (5) years from their respective grant dates and have an exercise price equal to 130% of the weighted average purchase price for the respective “$50,000 increment.”

On March 22, 2017, the Company and the investor entered into an Amended Investment Agreement (the “Amended Investment Agreement”) whereby the parties agreed to modify the terms of the Investment Agreement by providing that in lieu of granting the investor warrants for each $50,000 that the investor tenders to the Company, the Company granted to the investor warrants to purchase an aggregate of 7,000,000 shares of common stock. The warrants have the following fixed exercise prices: (i) 4,000,000 shares at $0.25 per share; (ii) 2,000,000 shares at $0.50 per share; and (iii) 1,000,000 shares at $1.00 per share. The warrants also contain a “cashless exercise” provision and the shares underlying the warrants will not be registered. The fair value of the warrants was calculated using the Black-Scholes pricing model at $56,635, with the following assumptions: risk-free interest rate of 1.95%, expected life of 5 years, volatility of 40%, and expected dividend yield of zero.

On June 7, 2017, the Company also granted warrants to purchase 200,000 shares at $0.25 per share, 100,000 shares at $0.50 per share and 50,000 shares at $1.00 per share to an advisor as a fee in connection with the Amended Investment Agreement. The fair value of the warrants was calculated using the Black-Scholes pricing model at $96,990, with the following assumptions: risk-free interest rate of 1.74%, expected life of 5 years, volatility of 40%, and expected dividend yield of zero.

15

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 5 – DEFERRED OFFERING COSTS AND PREPAID EXPENSES (CONTINUED)

This fair value of the warrants described above was recorded as a deferred offering cost and will be amortized over the period during which the Company can access the financing, which begins the day after a registration statement registering shares underlying the Investment Agreement is declared effective by the United States Securities and Exchange Commission (the “SEC”), and ends 3 years from that date. On May 15, 2017, the SEC declared effective a registration statement registering shares underlying the Investment Agreement. During the three months ended June 30, 2019 and 2018, the Company recognized $12,802 and $12,802, respectively, in general and administrative expense related to the cost of the warrants. During the six months ended June 30, 2019 and 2018, the Company recognized $25,604 and $25,604, respectively, in general and administrative expense related to the cost of the warrants.

Prepaid Expenses

On December 6, 2018, the Company granted additional three-year warrants to purchase 240,000 shares at an exercise price of $0.20 per share to two advisors for services to be provided over a three-month period. The fair value of the warrants was calculated using the Black-Scholes pricing model at $35,462, with the following assumptions: risk-free interest rate of 2.76%, expected life of 3 years, volatility of 285.22%, and expected dividend yield of zero. The Company recognized no expense in the three months ended June 30, 2019 and 2018 and $25,611 and $-0- in the six months ended June 30, 2019 and 2018, respectively, to general and administrative expense related to the cost of the warrants.

NOTE 6 – PROPERTY, PLANT, AND EQUIPMENT

Property, plant and equipment at June 30, 2019 and December 31, 2018 are as follows:

	June 30,			December 31,
	2019			2018
Capital lease equipment	$	251,752		$	343,492
Medical equipment		482,229			—
Telephone equipment		12,308			12,308
Furniture, transport and office equipment		511,062			438,970
Total property, plant and equipment		1,257,351			794,770
Less: accumulated depreciation		(703,429	)		(752,173	)
Property, plant and equipment, net	$	553,922		$	42,597

Depreciation expense during the three months ended three months ended June 30, 2019 and 2018 was $21,710 and $6,029, respectively. Depreciation expense during the six months ended three months ended June 30, 2019 and 2018 was $23,365 and $12,058, respectively.

NOTE 7 – GOODWILL AND INTANGIBLE ASSETS

Goodwill and intangible assets at June 30, 2019 and December 31, 2018 are as follows:

	June 30,			December 31,
	2019			2018
Medical database	$	1,230,000		$	—
Website		41,000			—
Total intangible assets		1,271,000			—
Less: accumulated amortization		(1,775	)		—
Intangible assets, net		1,269,225
Plus: goodwill		71,866
Goodwill and intangible assets, net	$	1,341,091		$	—

Goodwill and intangible assets arose from the acquisition of NCFM in April 2019. The medical database is assumed to have an indefinite life and is not amortized. The website is being amortized on a straight-line basis over its estimated useful life of five years. Goodwill represents the excess of consideration transferred over the fair value of the net identifiable assets acquired related to the acquisition of NCFM.

16

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 7 – GOODWILL AND INTANGIBLE ASSETS (CONTINUED)

Amortization expense in the three and six months ended June 30, 2019 was $1,775. No amortization expense was recognized in the three and six months ended June 30, 2018. No impairment charges were recognized related to goodwill and intangible assets in the six months ended June 30, 2019 or 2018.

NOTE 8 – NOTES PAYABLE AND OTHER AMOUNTS DUE TO RELATED PARTY

	June 30,		December 31,
	2019		2018
Due to related party:
Deferred compensation, Dr. Michael Dent	$	300,600	$	300,600
Accrued interest payable to Dr. Michael Dent		162,574		129,117
Total due to related party		463,174		429,717
Notes payable to related party:
Notes payable to Dr. Michael Dent, current portion	$	684,586	$	672,471

Notes Payable to Dr. Michael Dent

Prior to August 2014, NWC was owned and controlled by the Company’s Chief Executive Officer, Dr. Michael Dent (“DMD”). DMD first provided an up to $175,000 unsecured note payable to the Company with a 0% interest rate. During 2013 the limit on the unsecured Note Payable was increased up to $500,000 and during 2014 it was increased to $750,000 with a maturity date of December 31, 2017. All principal and interest is due at maturity of the $750k DMD Note on December 31, 2019. Interest accrued on the $750k DMD Note as of June 30, 2019 and December 31, 2018 was $78,704 and $66,859, respectively.

The carrying values of notes payable to Dr. Michael Dent as of June 30, 2019 and December 31, 2018 were as follows:

			Interest	June 30,			December 31,
Inception Date	Maturity Date	Borrower	Rate	2019			2018
January 12, 2017	January 13, 2019	HLYK	10%	$	42,995	*	$	40,560	*
January 18, 2017	January 19, 2019	HLYK	10%		24,537	*		23,165	*
January 24, 2017	January 15, 2019	HLYK	10%		61,265	*		57,839	*
February 9, 2017	February 10, 2019	HLYK	10%		36,635	*		34,586	*
April 20, 2017	April 21, 2019	HLYK	10%		12,030	*		11,357	*
June 15, 2017	June 16, 2019	HLYK	10%		38,624	*		36,464	*
August 17, 2017	August 18, 2018	HLYK	10%		20,000			20,000
August 24, 2017	August 25, 2018	HLYK	10%		37,500			37,500
September 7, 2017	September 8, 2018	HLYK	10%		35,000			35,000
September 21, 2017	September 22, 2018	HLYK	10%		26,500			26,500
September 29, 2017	September 30, 2018	HLYK	10%		12,000			12,000
December 21, 2017	December 22, 2018	HLYK	10%		14,000			14,000
January 8, 2018	January 9, 2019	HLYK	10%		75,000			75,000
January 11, 2018	January 12, 2019	HLYK	10%		9,000			9,000
January 26, 2018	January 27, 2019	HLYK	10%		17,450			17,450
January 3, 2014	December 31, 2018	NWC	10%		222,050			222,050
				$	684,586		$	672,471

* - Denotes that note payable is carried at fair value

On July 18, 2018, in connection with a $2,000,000 private placement by a third-party investor, Dr. Dent agreed to extend the maturity date on all of the above notes until December 31, 2019. Interest accrued on the above unsecured promissory notes as of June 30, 2019 and December 31, 2018 was $83,901 and $62,258, respectively.

17

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 8 – NOTES PAYABLE AND OTHER AMOUNTS DUE TO RELATED PARTY (CONTINUED)

On February 12, 2018, the Company issued a warrant to purchase 6,678,462 shares of common stock to DMD as an inducement to (i) extend the maturity dates of up to $439,450 loaned by Dr. Dent to the Company in 2017 and 2018 in the form of unsecured promissory notes, including $75,000 loaned from Dr. Dent to the Company in January 2018 to allow the Company to retire an existing convertible promissory note payable to Power-up Lending Group Ltd. before such convertible promissory note became eligible for conversion, and (ii) provide continued loans to the Company. The warrant is immediately exercisable at an exercise price of $0.065 per share, subject to adjustment, and expires five years after the date of issuance. The fair value of the warrants was calculated using the Black-Scholes pricing model at $337,466, with the following assumptions: risk-free interest rate of 2.56%, expected life of 5 years, volatility of 268.90%, and expected dividend yield of zero. On March 28, 2018, DMD agreed to extend the maturity dates of promissory notes with an aggregate face value of $177,500, which were originally scheduled to mature before September 30, 2018, by one year from the original maturity date. Because the fair value of the warrants was greater than 10% of the present value of the remaining cash flows under the modified promissory notes, the transaction was treated as a debt extinguishment and reissuance of new debt instruments pursuant to the guidance of ASC 470-50 “Debt – Modifications and Extinguishments” (“ASC 470-50”). A loss on debt extinguishment was recorded in the amount of $348,938, equal to the fair value of the warrants of $337,466, plus the excess of $11,472 of the fair value of the reissued debt instruments over the carrying value of the existing debt instruments. The change in fair value of the reissued debt instruments subsequent to the reissuance date, which is included on the statement of operations in “Change in fair value of debt,” was $6,256 and $4,532 in the three months ended June 30, 2019 and 2018, respectively, and $12,084 and $7,981 in the six months ended June 30, 2019 and 2018, respectively,

MedOffice Direct

During 2017, the Company entered into an agreement with MedOffice Direct (“MOD”), a company majority-owned by the Company’s CEO and largest shareholder, Dr. Michael Dent, pursuant to which the Company agreed to pay rent to MOD in the amount of $2,040 per month for office space in MOD’s facility used by the Company and its employees for the period from January 1, 2017 through July 31, 2018. The agreement terminated on July 31, 2018. During the three months ended June 30, 2019 and 2018, the Company recognized rent expense to MOD in the amount of $-0- and $6,120, respectively, pursuant to this agreement. During the six months ended June 30, 2019 and 2018, the Company recognized rent expense to MOD in the amount of $-0- and $12,240, respectively, pursuant to this agreement.

During 2017, the Company entered into a separate Marketing Agreement with MOD pursuant to which MOD agreed to market the HealthLynked Network to its physician practice clients, in exchange for a semi-annual fee of $25,000. This agreement was terminated effective April 1, 2018. During the six months ended June 30, 2019 and 2018, the Company recognized general and administrative expense in the amount of $-0- and $12,500, respectively, pursuant to this agreement. On July 1, 2018 the Company and MOD signed a marketing and service agreement pursuant to which the Company will include MOD offering as part of its product offering to physicians and the Company will receive 8% of revenue for new sales related to MOD products sold through the HealthLynked Network.

NOTE 9 – LEASES

The Company has two operating leases for office space and equipment that expire in July 2020 and a separate operating lease for office space that expires in May 2022. The Company’s weighted-average remaining lease term relating to its operating leases is 1.7 years, with a weighted-average discount rate of 17.36%.

The Company is also lessee in a capital equipment finance lease for medical equipment entered into in March 2015 and expiring in March 2020. The Company’s weighted-average remaining lease term relating to its financing lease is 0.8 years, with a weighted-average discount rate of 9.38%. The Company’s lease agreements generally do not provide an implicit borrowing rate, therefore an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments.

18

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 9 – LEASES (CONTINUED)

The table below summarizes the Company’s lease-related assets and liabilities as of June 30, 2019:

	As of June 30, 2019
	Operating		Financing		Total
	Leases		Leases		Leases
Lease assets	$	413,864	$	13,140	$	427,004
Lease liabilities
Lease liabilities (short term)	$	293,131	$	13,140	$	306,271
Lease liabilities (long term)		125,695		—		125,695
Total lease liabilities	$	418,826	$	13,140	$	431,966

The Company incurred lease expense of $90,160 for the three months ended June 30, 2019, of which $85,573 related to operating leases and $4,587 related to financing leases. The Company incurred lease expense of $163,575 for the six months ended June 30, 2019, of which $154,401 related to operating leases and $9,174 related to financing leases.

Maturities of operating lease liabilities were as follows as of June 30, 2019:

	Operating			Capital			Total
	Leases			Leases			Commitments
2019 (July through December)	$	174,091		$	9,174		$	183,265
2020		234,891			4,587			239,478
2021		75,019			—			75,019
2022		28,443			—			28,443
2023		—			—			—
Total lease payments		512,444			13,761			526,205
Less interest		(93,618	)		(621	)		(94,239	)
Present value of lease liabilities	$	418,826		$	13,140		$	431,966

NOTE 10 – CONVERTIBLE NOTES PAYABLE

On December 20, 2017, the Company entered into a Merchant Cash Advance Factoring Agreement (“MCA”) with Power Up Lending Group, Ltd. (the “PULG”) pursuant to which the Company received an advance of $75,000 before closing fees (the “December MCA”). The Company was required to repay the advance, which acts like an ordinary note payable, at the rate of $4,048 per week until the balance of $102,000, which was scheduled for June 2018. At inception, the Company recognized a note payable in the amount of $102,000 and a discount against the note payable of $28,500. The discount was being amortized over the life of the instrument. The December MCA was repaid on June 1, 2018. The Company made installment payments of $-0- and $36,429, respectively, during the three months ended June 30, 2019 and 2018 and $-0- and $89,048, respectively, during the six months ended June 30, 2019 and 2018. The Company recognized amortization of the discount in the amount of $-0- and $12,307 in the three months ended June 30, 2019 and 2018, respectively and $-0- and $26,881 in the six months ended June 30, 2019 and 2018, respectively, including $2,267 recognized to amortize the remaining discount at retirement in June 2018.

On June 1, 2018, the Company entered into a new MCA with PULG pursuant to which the Company received an advance of $75,000 before closing fees. The Company was required to repay the advance at the rate of $4,048 per week until the balance of $102,000 was repaid, which was scheduled for November 2018. At inception, the Company recognized a note payable in the amount of $102,000 and a discount against the note payable of $28,500. The December 2018 MCA was repaid in full in November 2018. During the three and six months ended June 30, 2018, the Company recognized amortization of the discount in the amount of $4,560.

19

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 11 – CONVERTIBLE NOTES PAYABLE

Convertible notes payable as of June 30, 2019 and December 31, 2018 are comprised of the following:

	June 30,			December 31,
	2019			2018
$550k Note - July 2016	$	630,065	*	$	594,813
$50k Note - July 2016		63,885	*		60,312
$111k Note - May 2017		132,606	*		125,190
$171.5k Note - October 2017		—			186,472
$103k Note I - October 2018		—			103,000
$103k Note II - November 2018		—			103,000
$153k Note - November 2018		43,000			153,000
$103k Note III - December 2018		—			103,000
$78k Note I - January 2019		78,000			—
$78k Note II - January 2019		78,000			—
$103k Note III - April 2019		103,000			—
$104.5k Note - April 2019		104,500			—
$104.5k Note II - April 2019		104,500			—
$357.5k Note - April 2019		357,500			—
$103k Note IV - May 2019		103,000			—
$154k Note - June 2019		154,000			—
		1,952,056			1,428,787
Less: unamortized discount		(722,954	)		(386,473	)
Convertible notes payable, net of original issue discount and debt discount		1,229,102			1,042,314

* - Denotes that convertible note payable is carried at fair value

20

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 11 – CONVERTIBLE NOTES PAYABLE (CONTINUED)

Amortization expense recognized on each convertible note outstanding during the three and six months ended June 30, 2019 and 2018 were as follows:

	Amortization of Debt Discount
	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
$111k Note - May 2017		—		—		—		6,931
$53k Note - July 2017		—		—		—		1,520
$35k Note - September 2017		—		—		—		7,972
$55k Note - September 2017		—		—		—		10,849
$53k Note II - October 2017		—		3,407		—		20,443
$171.5k Note - October 2017		—		38,796		—		85,278
$57.8k Note - January 2018		—		14,398		—		28,321
$112.8k Note - February 2018		—		28,110		—		45,718
$83k Note - February 2018		—		20,693		—		31,153
$105k Note - March 2018		—		26,178		—		33,658
$63k Note I - April 2018		—		19,469		—		19,469
$57.8k Note II - April 2018		—		11,866		—		11,866
$90k Note - April 2018		—		18,000		—		18,000
$53k Note III - April 2018		—		13,481		—		13,481
$68.3k Note - May 2018		—		10,816		—		10,816
$37k Note - May 2018		—		5,474		—		5,474
$63k Note II - May 2018		—		9,025		—		9,025
$78.8k Note - May 2018		—		7,983		—		7,983
$103k Note I - October 2018		1,446		—		33,972		—
$103k Note II - November 2018		13,096		—		44,952		—
$153k Note - November 2018		39,278		—		89,718		—
$103k Note III - December 2018		17,214		—		42,611		—
$78k Note I - January 2019		26,000		—		47,714		—
$78k Note II - January 2019		24,061		—		41,512		—
$103k Note III - April 2019		27,384		—		27,384		—
$104.5k Note - April 2019		22,842		—		22,842		—
$104.5k Note II - April 2019		22,842		—		22,842		—
$357.5k Note - April 2019		75,362		—		75,362		—
$103k Note IV - May 2019		18,727		—		18,727		—
$154k Note - June 2019		11,361		—		11,361		—
	$	299,613	$	227,696	$	478,997	$	367,957

21

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 11 – CONVERTIBLE NOTES PAYABLE (CONTINUED)

Unamortized debt discount on outstanding convertible notes payable as of June 30, 2019 and December 31, 2018 are comprised of the following:

	Unamortized Discount as of
	June 30,		December 31,
	2019		2018
$103k Note I - October 2018	$	—	$	76,256
$103k Note II - November 2018		—		85,656
$153k Note - November 2018		7,877		129,462
$103k Note III - December 2018		—		95,099
$78k Note I - January 2019		30,286		—
$78k Note II - January 2019		36,488		—
$103k Note III - April 2019		75,616		—
$104.5k Note - April 2019		81,658		—
$104.5k Note II - April 2019		81,658		—
$357.5k Note - April 2019		182,459		—
$103k Note IV - May 2019		84,273		—
$154k Note - June 2019		142,639		—
	$	722,954	$	386,473

22

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 11 – CONVERTIBLE NOTES PAYABLE (CONTINUED)

Interest expense recognized on each convertible note outstanding during the three and six months ended June 30, 2019 and 2018 were as follows:

	Interest Expense
	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
$550k Note - July 2016	$	8,227	$	8,227	$	16,364	$	16,364
$50k Note - July 2016		1,247		1,247		2,479		2,479
$111k Note - May 2017		4,123		4,078		8,200		8,246
$53k Note - July 2017		—		—		—		116
$35k Note - September 2017		—		—		—		614
$55k Note - September 2017		—		—		—		1,085
$53k Note II - October 2017		—		261		—		1,568
$171.5k Note - October 2017		—		4,276		1,785		8,504
$57.8k Note - January 2018		—		1,440		—		2,832
$112.8k Note - February 2018		—		2,811		—		4,572
$83k Note - February 2018		—		2,069		—		3,115
$105k Note - March 2018		—		2,618		—		3,366
$63k Note I - April 2018		—		1,536		—		1,536
$57.8k Note II - April 2018		—		1,187		—		1,187
$90k Note - April 2018		—		1,800		—		1,800
$53k Note III - April 2018		—		1,060		—		1,060
$68.3k Note - May 2018		—		1,085		—		1,085
$37k Note - May 2018		—		547		—		547
$63k Note II - May 2018		—		898		—		898
$78.8k Note - May 2018		—		798		—		798
$103k Note I - October 2018		113		—		2,653		—
$103k Note II - November 2018		1,044		—		3,584		—
$153k Note - November 2018		2,938		—		6,710		—
$103k Note III - December 2018		1,721		—		4,261		—
$78k Note I - January 2019		1,945		—		3,569		—
$78k Note II - January 2019		1,945		—		3,355		—
$103k Note III - April 2019		2,483		—		2,483		—
$104.5k Note - April 2019		2,290		—		2,290		—
$104.5k Note II - April 2019		2,290		—		2,290		—
$357.5k Note - April 2019		10,450		—		10,450		—
$103k Note IV - May 2019		1,524		—		1,524		—
$154k Note - June 2019		1,139		—		1,139		—
	$	43,479	$	35,938	$	73,136	$	61,772

23

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 11 – CONVERTIBLE NOTES PAYABLE (CONTINUED)

Certain of our convertible notes payable are also carried at fair value and revalued at each period end, with changes to fair value recorded to the statement of operations under “Change in Fair Value of Debt.” The changes in fair value during the three and six months ended June 30, 2019 and 2018 on such instruments were as follows:

	Change in Fair Value of Debt				Change in Fair Value of Debt				Fair Value of Debt as of
	Three Months Ended June 30,				Six Months Ended June 30,				June 30		December 31,
	2019		2018		2019		2018		2019		2018
$550k Note - July 2016	$	18,415	$	16,110	$	35,253	$	62,408	$	630,066	$	594,813
$50k Note - July 2016		1,865		1,572		3,573		9,771		63,885		60,312
$111k Note - May 2017		3,872		3,238		7,416		12,053		132,606		125,190
$171.5k Note - October 2017		—		—		1,781		—		—		186,472
	$	24,152	$	20,920	$	48,023	$	84,232	$	826,557	$	966,787

Convertible Notes Payable ($550,000) – July 2016

On July 7, 2016, the Company entered into a 6% fixed convertible secured promissory note with an investor with a face value of $550,000 (the “$550k Note”). The $550k Note is convertible into shares of the Company’s common stock at the discretion of the note holder at a fixed price of $0.08 per share, or 6,875,000 of the Company’s common shares, and is secured by all of the Company’s assets. The Company received $500,000 net proceeds from the note after a $50,000 original issue discount. The $550k Note was originally scheduled to mature on April 11, 2017, but the maturity date was extended to July 7, 2018 during August 2017 and to December 31, 2019 during July 2018. The discount from the original issue discount, warrants and embedded conversion feature (“ECF”) associated with the $550k Note was amortized over the original life of the note. The $550k Note is carried at fair value due to an extinguishment and reissuance recorded in 2017 and is revalued at each period end, with changes to fair value recorded to the statement of operations under “Change in Fair Value of Debt.”

Convertible Notes Payable ($50,000) – July 2016

On July 7, 2016, the Company entered into a 10% fixed convertible commitment fee promissory note with an investor with a face value of $50,000 (the “$50k Note”). The $50k Note was originally scheduled to mature on April 11, 2017, but the maturity date was extended to July 11, 2018 during August 2017 and to December 31, 2019 during July 2018. The $50k note was issued as a commitment fee payable to the Investment Agreement investor in exchange for the investor’s commitment to enter into the Investment Agreement, subject to registration of the shares underlying the Investment Agreement. The $50k Note is convertible into shares of the Company’s common stock at the discretion of the note holder at a fixed price of $0.10 per share, or 500,000 of the Company’s common shares. The $50k Note is carried at fair value due to an extinguishment and reissuance recorded in 2017 and is revalued at each period end, with changes to fair value recorded to the statement of operations under “Change in Fair Value of Debt.”

Convertible Notes Payable ($111,000) – May 2017

On May 22, 2017, the Company entered into a 10% fixed convertible secured promissory note with an investor with a face value of $111,000 (the “$111k Note”). The $111k Note is convertible into shares of the Company’s common stock at the discretion of the note holder at a fixed price of $0.35 per share, or 317,143 of the Company’s common shares, and is secured by all of the Company’s assets. The Company received $100,000 net proceeds from the note after an $11,000 original issue discount. At inception, the investors were also granted a five-year warrant to purchase 133,333 shares of the Company’s common stock at an exercise price of $0.75 per share.

24

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 11 – CONVERTIBLE NOTES PAYABLE (CONTINUED)

On March 28, 2018, in exchange for a five-year warrant to purchase 125,000 shares of the Company’s common stock at an exercise price of $0.05 per share, the holder of the $111k Note agreed to extend the maturity date from the original date of January 22, 2018 until July 11, 2018. The fair value of the warrants using Black/Scholes was $10,199 with the following assumptions: risk-free interest rate of 2.59%, expected life of 5 years, volatility of 578.45%, and expected dividend yield of zero. The issuance of the warrants in exchange for the maturity extension was treated as an extinguishment and reissuance of existing debt pursuant to the guidance of ASC 470-50. Accordingly, the $111k Note is carried at fair value and is revalued at each period end, with changes to fair value recorded to the statement of operations under “Change in Fair Value of Debt.” During July 2018, the maturity date of the $111k Note was further extended until December 31, 2019.

Convertible Notes Payable ($53,000) – July 2017

On July 10, 2017, the Company entered into a securities purchase agreement for the sale of a $53,000 convertible note (the “$53k Note”) to PULG. On January 8, 2018, the Company prepaid the balance on the $53k Note, including accrued interest, for a one-time cash payment of $74,922. The Company recognized a gain on debt extinguishment in the three and six months ended June 30, 2018 in connection with the repayment, as follows:

Face value of convertible note payable retired	$	53,000
Carrying value of derivative financial instruments arising from ECF		53,893
Accrued interest		2,644
Less cash repayment		(74,922	)
Less carrying value of debt discount at extinguishment		(18,427	)
Gain on extinguishment of debt	$	16,188

Convertible Notes Payable ($35,000) – September 2017

On September 7, 2017, the Company entered into a securities purchase agreement for the sale of a $35,000 convertible note (the “$35k Note”) to PULG. On March 5, 2018, the Company prepaid the balance on the $35k Note, including accrued interest, for a one-time cash payment of $49,502. The Company recognized a gain on debt extinguishment in the three and six months ended June 30, 2018 in connection with the repayment, as follows:

Face value of convertible note payable retired	$	35,000
Carrying value of derivative financial instruments arising from ECF		37,269
Accrued interest		1,716
Less cash repayment		(49,502	)
Less carrying value of debt discount at extinguishment		(12,705	)
Gain on extinguishment of debt	$	11,778

Convertible Notes Payable ($55,000) – September 2017

On September 11, 2017, the Company entered into a securities purchase agreement for the sale of a $55,000 convertible note (the “$55k Note”) to Crown Bridge Partners LLC. On March 13, 2018, the Company prepaid the balance on the $55k Note, including accrued interest, for a one-time cash payment of $85,258. The Company recognized a gain on debt extinguishment in the three and six months ended June 30, 2018 in connection with the repayment, as follows:

Face value of convertible note payable retired	$	55,000
Carrying value of derivative financial instruments arising from ECF		69,687
Accrued interest		2,759
Less cash repayment		(85,258	)
Less carrying value of debt discount at extinguishment		(27,425	)
Gain on extinguishment of debt	$	14,763

25

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 11 – CONVERTIBLE NOTES PAYABLE (CONTINUED)

Convertible Notes Payable ($171,500) – October 2017

On October 27, 2017, the Company entered into a securities purchase agreement for the sale of a $171,500 convertible note (the “$171.5k Note”) to an individual lender. The $171.5k Note included a $21,500 original issue discount, for net proceeds of $150,000. The $171.5k Note had an interest rate of 10% and a default interest rate of 22% and matures on October 26, 2018. The $171.5k Note was convertible into common stock of the Company by the holder at any time following 180 days after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 35% discount to the lowest closing bid price during the twenty (20) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the $171.5k Note, 300% of the outstanding principal and any interest due amount was immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the $171.5k Note, 150% of the outstanding principal and any interest due amount was immediately due. On February 7, 2019, the holder of the $171.5k Note converted the entire principal balance of $171,500 into 2,512,821 shares of Company common stock.

Convertible Notes Payable ($57,750) – January 2018

On January 2, 2018, the Company entered into a securities purchase agreement for the sale of a $57,750 convertible note (the “$58k Note”). The transaction closed on January 3, 2018. The $58k Note included a $5,250 original issue discount and $2,500 fee for net proceeds of $50,000. The $58k Note had an interest rate of 10% and a default interest rate of 18% and was scheduled to mature on January 2, 2019. The $58k Note was convertible into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 28% discount to the lowest bid or trading price of the Company’s common stock during the twenty (20) trading days prior to the conversion date. On June 26, 2018, the holder agreed, without consideration, to reduce the discount to 28% of the volume weighted average price of the Company’s common stock for the 10 days prior to the conversion date. During third and fourth quarter of 2018, the holder of the $58k Note converted the entire principal balance of $57,750, as well as accrued interest in the amount of $3,786, into 384,839 shares of Company common stock.

Convertible Notes Payable ($112,750) – February 2018

On February 2, 2018, the Company entered into a securities purchase agreement for the sale of a $112,750 convertible note (the “$113k Note”). The transaction closed on February 8, 2018. The $113k Note included $12,750 fees for net proceeds of $100,000. The $113k Note has an interest rate of 10% and a default interest rate of 24% and matures on February 2, 2019. The $113k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 40% discount to the lowest bid or trading price of the Company’s common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the Note, 200% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due.

On August 7, 2018, the Company prepaid the balance on the $113k Note, including accrued interest, for a one-time cash payment of $151,536. In connection with the extinguishment, the Company also issued the holder a 3-year warrant to purchase 100,000 shares of Company common stock at an exercise price of $0.25. The fair value of the warrant was $50,614. The Company recognized a gain on debt extinguishment of $2,054 in the third quarter of 2018 in connection with the repayment

Convertible Notes Payable ($83,000) – February 2018

On February 13, 2018, the Company entered into a securities purchase agreement for the sale of a $83,000 convertible note (the “$83k Note”). The transaction closed on February 21, 2018. The $83k Note included $8,000 fees for net proceeds of $75,000. The $83k Note has an interest rate of 10% and a default interest rate of 24% and matures on February 13, 2019. The $113k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 40% discount to the lowest bid or trading price of the Company’s common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default, 200% of the outstanding principal and any interest due amount shall be immediately due.

26

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 11 – CONVERTIBLE NOTES PAYABLE (CONTINUED)

On August 16, 2018, the Company prepaid the balance on the $83k Note, including accrued interest, for a one-time cash payment of $111,596. In connection with the extinguishment, the Company also issued the holder a 5-year warrant to purchase 237,143 shares of Company common stock at an exercise price of $0.35. The fair value of the warrant was $92,400. The Company recognized a loss on debt extinguishment of $51,251 in the third quarter of 2018 in connection with the repayment.

Convertible Notes Payable ($105,000) – March 2018

On March 5, 2018, the Company entered into a securities purchase agreement for the sale of a $105,000 convertible note (the “$105k Note”). The transaction closed on March 12, 2018. The $105k Note included $5,000 fees for net proceeds of $100,000. The $105k Note has an interest rate of 10% and a default interest rate of 24% and matures on March 5, 2019. The $113k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 9.9% beneficial ownership limitation, at a conversion price per share equal to 40% discount to the lowest bid or trading price of the Company’s common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default, 110-150% of the outstanding principal and any interest due amount shall be immediately due, depending on the nature of the breach.

On August 30, 2018, the Company prepaid the balance on the $105k Note, including accrued interest, for a one-time cash payment of $140,697. The Company recognized a gain on debt extinguishment of $51,804 in the third quarter of 2018 in connection with the repayment.

Convertible Notes Payable ($63,000) – April 2018

On April 2, 2018, the Company entered into a securities purchase agreement for the sale of a $63,000 convertible note (the “$63k Note”). On September 28, 2018, the Company prepaid the balance on the $63k Note, including accrued interest, for a one-time cash payment of $89,198. The Company recognized a gain on debt extinguishment in the fourth quarter of 2018 in connection with the repayment, as follows:

Face value of convertible note payable retired	$	63,000
Carrying value of derivative financial instruments arising from ECF		72,336
Accrued interest		3,124
Less cash repayment		(89,198	)
Less carrying value of debt discount at extinguishment		(23,406	)
Gain on extinguishment of debt	$	25,856

Convertible Notes Payable ($57,750) – April 2018

On April 16, 2018, the Company entered into a securities purchase agreement for the sale of a $57,750 convertible note (the “$57.8k Note II”). On October 16, 2018, the Company prepaid the balance on the $57.8k Note II, including accrued interest, for a one-time cash payment of $81,850. The Company recognized a gain on debt extinguishment in the fourth quarter of 2018 in connection with the repayment, as follows:

Face value of convertible note payable retired	$	57,750
Carrying value of derivative financial instruments arising from ECF		74,428
Accrued interest		2,895
Less cash repayment		(81,850	)
Less carrying value of debt discount at extinguishment		(28,796	)
Gain on extinguishment of debt	$	24,427

27

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 11 – CONVERTIBLE NOTES PAYABLE (CONTINUED)

Convertible Notes Payable ($90,000) – April 2018

On April 18, 2018, the Company entered into a securities purchase agreement for the sale of a $90,000 convertible note (the “$90k Note”). On August 24, 2018, the Company prepaid the balance on the $90k Note, including accrued interest, for a one-time cash payment of $119,240. The Company recognized a gain on debt extinguishment in the fourth quarter of 2018 in connection with the repayment, as follows:

Face value of convertible note payable retired	$	90,000
Carrying value of derivative financial instruments arising from ECF		123,030
Accrued interest		3,156
Less cash repayment		(119,240	)
Less carrying value of debt discount at extinguishment		(58,438	)
Gain on extinguishment of debt	$	38,508

Convertible Notes Payable ($53,000) – April 2018

On April 18, 2018, the Company entered into a securities purchase agreement for the sale of a $53,000 convertible note (the “$53k Note III”). On October 18, 2018, the Company prepaid the balance on the $53k Note III, including accrued interest, for a one-time cash payment of $75,039. The Company recognized a gain on debt extinguishment in the fourth quarter of 2018 in connection with the repayment, as follows:

Face value of convertible note payable retired	$	53,000
Carrying value of derivative financial instruments arising from ECF		59,533
Accrued interest		2,657
Less cash repayment		(75,039	)
Less carrying value of debt discount at extinguishment		(19,206	)
Gain on extinguishment of debt	$	20,945

Convertible Notes Payable ($68,250) – May 2018

On May 3, 2018, the Company entered into a securities purchase agreement for the sale of a $68,250 convertible note (the “$68.3k Note”). On October 30, 2018, the Company prepaid the balance on the $68.3k Note, including accrued interest, for a one-time cash payment of $91,644. The Company recognized a gain on debt extinguishment in the fourth quarter of 2018 in connection with the repayment, as follows:

Face value of convertible note payable retired	$	68,250
Carrying value of derivative financial instruments arising from ECF		91,132
Accrued interest		3,366
Less cash repayment		(91,644	)
Less carrying value of debt discount at extinguishment		(34,684	)
Gain on extinguishment of debt	$	36,420

28

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 11 – CONVERTIBLE NOTES PAYABLE (CONTINUED)

Convertible Notes Payable ($37,000) – May 2018

On May 7, 2018, the Company entered into a securities purchase agreement for the sale of a $37,000 convertible note (the “$37k Note”). On November 2, 2018, the Company prepaid the balance on the $37k Note, including accrued interest, for a one-time cash payment of $49,144. The Company recognized a gain on debt extinguishment in the fourth quarter of 2018 in connection with the repayment, as follows:

Face value of convertible note payable retired	$	37,000
Carrying value of derivative financial instruments arising from ECF		47,763
Accrued interest		1,815
Less cash repayment		(49,144	)
Less carrying value of debt discount at extinguishment		(18,855	)
Gain on extinguishment of debt	$	18,579

Convertible Notes Payable ($63,000) – May 2018

On May 9, 2018, the Company entered into a securities purchase agreement for the sale of a $63,000 convertible note (the “$63k Note II”). On November 5, 2018, the Company prepaid the balance on the $63k Note II, including accrued interest, for a one-time cash payment of $89,198. The Company recognized a gain on debt extinguishment in the fourth quarter of 2018 in connection with the repayment, as follows:

Face value of convertible note payable retired	$	63,000
Carrying value of derivative financial instruments arising from ECF		81,017
Accrued interest		3,107
Less cash repayment		(89,198	)
Less carrying value of debt discount at extinguishment		(31,760	)
Gain on extinguishment of debt	$	26,166

Convertible Notes Payable ($78,750) – May 2018

On May 24, 2018, the Company entered into a securities purchase agreement for the sale of a $78,750 convertible note (the “$78.8k Note”). On November 20, 2018, the Company prepaid the balance on the $78.8k Note, including accrued interest, for a one-time cash payment of $104,738. The Company recognized a gain on debt extinguishment in the fourth quarter of 2018 in connection with the repayment, as follows:

Face value of convertible note payable retired	$	78,750
Carrying value of derivative financial instruments arising from ECF		100,669
Accrued interest		3,938
Less cash repayment		(104,738	)
Less carrying value of debt discount at extinguishment		(39,914	)
Gain on extinguishment of debt	$	38,705

29

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 11 – CONVERTIBLE NOTES PAYABLE (CONTINUED)

Convertible Notes Payable ($103,000) – October 2018

On October 18, 2018, the Company entered into a securities purchase agreement for the sale of a $103,000 convertible note (the “$103k Note I”). On April 4, 2019, the Company prepaid the balance on the $103k Note I, including accrued interest, for a one-time cash payment of $134,500. The Company recognized a gain on debt extinguishment in the three and six months ended June 30, 2019 in connection with the repayment, as follows:

Face value of convertible note payable retired	$	103,000
Carrying value of derivative financial instruments arising from ECF		97,212
Accrued interest		4,741
Less cash repayment		(134,500	)
Less carrying value of debt discount at extinguishment		(42,284	)
Gain on extinguishment of debt	$	28,169

Convertible Notes Payable ($103,000) – November 2018

On November 12, 2018, the Company entered into a securities purchase agreement for the sale of a $103,000 convertible note (the “$103k Note II”). On May 7, 2019, the Company prepaid the balance on the $103k Note II, including accrued interest, for a one-time cash payment of $134,888. The Company recognized a gain on debt extinguishment in the three and six months ended June 30, 2019 in connection with the repayment, as follows:

Face value of convertible note payable retired	$	103,000
Carrying value of derivative financial instruments arising from ECF		91,446
Accrued interest		4,967
Less cash repayment		(134,888	)
Less carrying value of debt discount at extinguishment		(40,704	)
Gain on extinguishment of debt	$	23,821

Convertible Notes Payable ($153,000) – November 2018

On November 19, 2018, the Company entered into a securities purchase agreement for the sale of a $153,000 convertible note (the “$153k Note”). The $153k Note included $3,000 fees for net proceeds of $150,000. The $153k Note has an interest rate of 10% and a default interest rate of 22% and matures on August 19, 2019. The $153k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company’s common stock during the ten (10) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. During three and six months ended June 30, 2019, the holder of the $153k Note converted principal in the amount of $110,000 into 740,002 shares of Company common stock. The principal balance as of June 30, 2019 was $43,000.

30

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 11 – CONVERTIBLE NOTES PAYABLE (CONTINUED)

Convertible Notes Payable ($103,000) – December 2018

On December 3, 2018, the Company entered into a securities purchase agreement for the sale of a $103,000 convertible note (the “$103k Note III”). On May 31, 2019, the Company prepaid the balance on the $103k Note III, including accrued interest, for a one-time cash payment of $135,029. The Company recognized a gain on debt extinguishment in the three and six months ended June 30, 2019 in connection with the repayment, as follows:

Face value of convertible note payable retired	$	103,000
Carrying value of derivative financial instruments arising from ECF		99,911
Accrued interest		5,051
Less cash repayment		(135,029	)
Less carrying value of debt discount at extinguishment		(52,488	)
Gain on extinguishment of debt	$	20,445

Convertible Notes Payable ($78,000) – January 2019

On January 14, 2019, the Company entered into a securities purchase agreement for the sale of a $78,000 convertible note (the “$78k Note”). The $78k Note included $3,000 fees for net proceeds of $75,000. The $78k Note has an interest rate of 10% and a default interest rate of 24% and matures on October 14, 2019. The $78k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company’s common stock during the ten (10) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due.

The fair value of the ECF of the $78k Note was calculated using the Black-Scholes pricing model at $78,088, with the following assumptions: risk-free interest rate of 2.57%, expected life of 0.75 years, volatility of 243.61%, and expected dividend yield of zero. In connection with the $78k Note, the Company also issued to the holder 28,000 shares of Company common stock valued at $4,676, which was recorded to equity. Because the fair value of the ECF exceeded the net proceeds from the $78k Note, a charge was recorded to “Financing cost” for the excess of the fair value of the fair value of the ECF of $78,088 and the common shares issued of $4,676 over the net proceeds from the note of $75,000, for a net charge of $7,764. The ECF qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The final allocation of the proceeds at inception was as follows:

Embedded conversion feature	$	78,088
Original issue discount and fees		3,000
Fair value of shares recorded to equity		4,676
Financing cost		(7,764	)
Convertible note		—
Gross proceeds	$	78,000

Convertible Notes Payable ($78,000) – January 2019

On January 24, 2019, the Company entered into a securities purchase agreement for the sale of a $78,000 convertible note (the “$78k Note II”). The $78k Note II included $3,000 fees for net proceeds of $75,000. The $78k Note II has an interest rate of 10% and a default interest rate of 22% and matures on November 15, 2019. The $78k Note II may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company’s common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due.

31

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 11 – CONVERTIBLE NOTES PAYABLE (CONTINUED)

The fair value of the ECF of the $78k Note II was calculated using the Black-Scholes pricing model at $101,139, with the following assumptions: risk-free interest rate of 2.58%, expected life of 0.81 years, volatility of 243.03%, and expected dividend yield of zero. Because the fair value of the ECF exceeded the net proceeds from the $78k Note II, a charge was recorded to “Financing cost” for the excess of the fair value of the fair value of the ECF of $101,139 over the net proceeds from the note of $75,000, for a net charge of $26,139. The ECF qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The final allocation of the proceeds at inception was as follows:

Embedded conversion feature	$	101,139
Original issue discount and fees		3,000
Financing cost		(26,139	)
Convertible note		—
Gross proceeds	$	78,000

Convertible Notes Payable ($103,000) – April 2019

On April 3, 2019, the Company entered into a securities purchase agreement for the sale of a $103,000 convertible note (the “$103k Note III”). The $103k Note III included $3,000 fees for net proceeds of $100,000. The $103k Note III has an interest rate of 10% and a default interest rate of 22% and matures on February 28, 2020. The $103k Note III may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company’s common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due.

The fair value of the ECF of the $103k Note III was calculated using the Black-Scholes pricing model at $126,313 with the following assumptions: risk-free interest rate of 2.41%, expected life of 0.91 years, volatility of 203.70%, and expected dividend yield of zero. Because the fair value of the ECF exceeded the net proceeds from the note, a charge was recorded to “Financing cost” for the excess of the fair value of the fair value of the ECF of $126,313 over the net proceeds from the note of $100,000, for a net charge of $26,313. The ECF qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The final allocation of the proceeds at inception was as follows:

Embedded conversion feature	$	126,313
Original issue discount and fees		3,000
Financing cost		(26,313	)
Convertible note		—
Gross proceeds	$	103,000

Convertible Notes Payable ($209,000) – April 2019

On April 11, 2019, the Company entered into securities purchase agreements for the sale of two identical convertible notes with an aggregate face value of $209,000 (the “$209k Notes”). The $209k Notes included $9,000 fees for net proceeds of $200,000. The $209k Notes have an interest rate of 10% and a default interest rate of 22%, mature on April 11, 2020, and may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company’s common stock during the ten (10) trading days prior to the conversion date. In connection with the $209k Notes, the Company also issued to the holder 25,000 shares of Company common stock valued at $6,250, which was recorded to equity. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due.

32

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 11 – CONVERTIBLE NOTES PAYABLE (CONTINUED)

The fair value of the ECF of the $209k Notes was calculated using the Black-Scholes pricing model at $205,516, with the following assumptions: risk-free interest rate of 2.44%, expected life of 1 year, volatility of 203.29%, and expected dividend yield of zero. In connection with the $209k Notes, the Company also issued to the holders 50,000 shares of Company common stock valued at $12,500, which was recorded to equity. Because the fair value of the ECF exceeded the net proceeds from the $209k Notes, a charge was recorded to “Financing cost” for the excess of the fair value of the fair value of the ECF of $205,516 and the common shares issued of $12,500 over the net proceeds from the note of $200,000, for a net charge of $18,016. The ECF qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The final allocation of the proceeds at inception was as follows:

Embedded conversion feature	$	205,516
Original issue discount and fees		9,000
Fair value of shares recorded to equity		12,500
Financing cost		(18,016	)
Convertible note		—
Gross proceeds	$	209,000

Convertible Note Payable ($357,500) – April 2019

On April 15, 2019, the Company issued a fixed convertible note with a face value of $357,500 (the “$357.5k Note”). The $357.5k Note included $32,500 fees for net proceeds of $325,000. The $357.5k Note has an interest rate of 10%, matures on December 31, 2019, and may be converted into common stock of the Company by the holder at any time, subject to a 9.99% beneficial ownership limitation, at a fixed conversion price per share of $0.20, or 1,787,500 shares. At inception, the investors were also granted a five-year warrant to purchase 600,000 shares of the Company’s common stock at an exercise price of $0.25 per share. Upon an event of default, 140% of the outstanding principal and any interest due amount shall be immediately due and the conversion price resets to a 40% discount to the lowest bid or trading price of the Company’s common stock during the twenty (20) trading days prior to the conversion date.

The fair value of the warrants was calculated using the Black-Scholes pricing model at $150,782, with the following assumptions: risk-free interest rate of 2.37%, expected life of 5 years, volatility of 191.68%, and expected dividend yield of zero. The net proceeds from the issuance of the $357.5k Note, being $325,000 after the original issue discount, were then allocated to the warrants and the convertible note instrument based on their relative fair values, of which $96,411 was allocated to the warrants and $228,589 to the convertible note. The intrinsic value of the embedded conversion feature of the $357.5k Note was then calculated as $128,911. The original issue discount, warrants and embedded conversion feature were then allocated and recorded as discounts against the carrying value of the $357.5k Note. The final allocation of the proceeds at inception was as follows:

Original issue discount	$	32,500
Warrants		96,411
Embedded conversion feature		128,911
Convertible note		99,678
Gross proceeds	$	357,500

Convertible Notes Payable ($103,000) – April 2019

On May 7, 2019, the Company entered into a securities purchase agreement for the sale of a $103,000 convertible note (the “$103k Note IV”). The $103k Note IV included $3,000 fees for net proceeds of $100,000. The $103k Note IV has an interest rate of 10% and a default interest rate of 22% and matures on February 28, 2020. The $103k Note IV may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company’s common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due.

33

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 11 – CONVERTIBLE NOTES PAYABLE (CONTINUED)

The fair value of the ECF of the $103k Note IV was calculated using the Black-Scholes pricing model at $115,729 with the following assumptions: risk-free interest rate of 2.37%, expected life of 0.81 years, volatility of 180.30%, and expected dividend yield of zero. Because the fair value of the ECF exceeded the net proceeds from the note, a charge was recorded to “Financing cost” for the excess of the fair value of the fair value of the ECF of $115,729 over the net proceeds from the note of $100,000, for a net charge of $15,729. The ECF qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The final allocation of the proceeds at inception was as follows:

Embedded conversion feature	$	115,729
Original issue discount and fees		3,000
Financing cost		(15,729	)
Convertible note		—
Gross proceeds	$	103,000

Convertible Notes Payable ($154,000) – June 2019

On June 3, 2019, the Company entered into a securities purchase agreement for the sale of a $154,000 convertible note (the “$154k Note”). The $154k Note included $4,000 fees for net proceeds of $150,000. The $154k Note has an interest rate of 10% and a default interest rate of 22% and matures on February 28, 2020. The $154k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company’s common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the Note, 200% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due.

Embedded conversion feature	$	177,273
Original issue discount and fees		4,000
Financing cost		(27,273	)
Convertible note		—
Gross proceeds	$	154,000

NOTE 12 – DERIVATIVE FINANCIAL INSTRUMENTS

Derivative financial instruments are comprised of the fair value of conversion features embedded in convertible promissory notes for which the conversion rate is not fixed, but instead is adjusted based on a discount to the market price of the Company’s common stock. The fair market value of the derivative liabilities was calculated at inception of each convertible promissory notes for which the conversion rate is not fixed and allocated to the respective convertible notes, with any excess recorded as a charge to “Financing cost.” The derivative financial instruments are then revalued at the end of each period, with the change in value recorded to “Change in fair value of on derivative financial instruments.”

34

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 12 – DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)

Derivative financial instruments and changes thereto recorded in the three and six months ended June 30, 2019 and 2018 include the following:

	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Balance, beginning of period	$	580,855		$	769,323		$	800,440		$	398,489
Inception of derivative financial instruments		624,832			728,943			804,059			1,246,005
Change in fair value of derivative financial instruments		(223,881	)		(52,786	)		(415,514	)		(38,165	)
Conversion or extinguishment of derivative financial instruments		(349,201	)		(55,791	)		(556,380	)		(216,640	)
Balance, end of period	$	632,605		$	1,389,689		$	632,605		$	1,389,689

During the three months ended June 30, 2019, the holder of one convertible note converted principal of $110,000 into 740,002 common shares. During the six months ended June 30, 2019, the holders of two convertible note converted principal of $281,500 into 3,252,823 common shares. There were no conversions during the three or six months ended June 30, 2018.

During the six months ended June 30, 2018, three convertible notes were repaid in full for cash. Accordingly, the derivative financial instruments associated with the ECFs of these convertible notes were written off in connection with the extinguishment of each convertible note.

Fair market value of the derivative financial instruments is measured using the Black-Scholes pricing model with the following assumptions: risk-free interest rate of 1.92% to 2.73%, expected life of 0.14 to 1.00 years, volatility of 141.63% to 293.37% and expected dividend yield of zero. The entire amount of derivative instrument liabilities is classified as current due to the fact that settlement of the derivative instruments could be required within twelve months of the balance sheet date.

NOTE 13 – SHAREHOLDERS’ DEFICIT

Sales of Common Stock

On January 11, 2018, the Company sold 588,235 shares of common stock in a private placement transaction to an investor and received $50,000 in proceeds from the sale. The shares were issued at a share price of $0.085 per share. In connection with the stock sales, the Company also issued 588,235 five-year warrants to purchase shares of common stock at an exercise price of $0.15 per share.

On February 28, 2018, the Company sold 2,352,942 shares of common stock in private placement transactions to two investors and received $200,000 in proceeds from the sale. The shares were issued at a share price of $0.085 per share. In connection with the stock sales, the Company also issued 1,764,706 five-year warrants to purchase shares of common stock at an exercise price of $0.15 per share.

During the six months ended June 30, 2019, the Company sold 1,383,334 shares of common stock in three separate private placement transactions and received $390,000 in proceeds from the sales. In connection with the stock sales, the Company also issued 125,000 five-year warrants to purchase shares of common stock at an exercise price of $0.30 per share, 566,667 five-year warrants to purchase shares of common stock at an exercise price of $0.40 per share and 250,000 three-year warrants to purchase shares of common stock at an exercise price of $0.50 per share.

35

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 13 – SHAREHOLDERS’ DEFICIT (CONTINUED)

During six months ended June 30, 2019 and 2018, the Company issued 2,696,597 and 1,856,480 common shares, respectively, pursuant to draws made by the Company under the Investment Agreement and received an aggregate of $604,272 and $328,003, respectively, in net proceeds from the draws.

Common Stock Issuable

As of June 30, 2019 and December 31, 2018, the Company was obligated to issue 312,726 and 114,080 shares of common stock, respectively, in exchange for professional services provided by two third party consultants. During the six months ended June 30, 2019 and 2018, the Company recognized expense related to shares earned by the consultants of $44,793 and $27,354, respectively.

As of June 30, 2019, the Company was also obligated to issue 250,000 shares sold in a private placement in June 2019 for which shares were issued in July 2019.

Stock Warrants

Transactions involving our stock warrants during the three months ended six months ended June 30, 2019 and 2018 are summarized as follows:

	2019					2018
				Weighted				Weighted
				Average				Average
				Exercise				Exercise
	Number			Price		Number		Price
Outstanding at beginning of the period		46,161,463		$	0.18		20,526,387	$	0.23
Granted during the period		1,721,667		$	0.35		9,960,403	$	0.10
Exercised during the period		(4,099,256	)	$	0.00		—	$	—
Terminated during the period		—		$	—		—	$	—
Outstanding at end of the period		43,783,874		$	0.20		30,486,790	$	0.19
Exercisable at end of the period		43,783,874		$	0.20		30,486,790	$	0.19
Weighted average remaining life		3.3 years					4.0 years

The following table summarizes information about the Company’s stock warrants outstanding as of June 30, 2019:

Warrants Outstanding							Warrants Exercisable
			Weighted-
			Average		Weighted-				Weighted-
			Remaining		Average				Average
Exercise		Number	Contractual		Exercise		Number		Exercise
Prices		Outstanding	Life (years)		Price		Exercisable		Price
$	0.0001 to 0.09	16,157,768		3.2	$	0.07		16,157,768	$	0.07
$	0.10 to 0.24	14,520,441		3.5	$	0.19		14,520,441	$	0.19
$	0.25 to 0.49	9,165,665		3.2	$	0.29		9,165,665	$	0.29
$	0.50 to 1.00	3,940,000		2.7	$	0.64		3,940,000	$	0.64
$	0.05 to 1.00	43,783,874		3.3	$	0.21		43,783,874	$	0.21

During the six months ended June 30, 2019, the Company issued 1,721,667 warrants. The fair value of the warrant was calculated using the Black-Scholes pricing model with the following assumptions: risk-free interest rate of 1.80% to 2.93%, expected life of 3.00 to 5.00 years, volatility of 141.76 % to 308.60 %, and expected dividend yield of zero. The aggregate grant date fair value of warrants issued during the six months ended June 30, 2019 was $468,125.

36

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 13 – SHAREHOLDERS’ DEFICIT (CONTINUED)

During the six months ended June 30, 2018, the Company issued 9,960,403 warrants. The fair value of the warrants was calculated using the Black-Scholes pricing model with the following assumptions: risk-free interest rate of 2.32% to 2.83%, expected life of 3-5 years, volatility of 261.18% to 301.64%, and expected dividend yield of zero. The aggregate grant date fair value of warrants issued during the six months ended June 30, 2018 was $705,221. 

Employee Equity Incentive Plan

On January 1, 2016, the Company instituted the Employee Equity Incentive Plan (the “EIP”) for the purpose of having equity awards available to allow for equity participation by its employees. The EIP allows for the issuance of up to 15,503,680 shares of the Company’s common stock to employees, which may be issued in the form of stock options, stock appreciation rights, or restricted shares. The EIP is governed by the Company’s board, or a committee that may be appointed by the board in the future.

The following table summarizes the status of shares issued and outstanding under the EIP outstanding as of and for the six months ended June 30, 2019 and 2018:

	2019		2018
Outstanding at beginning of the period		1,738,750		1,498,750
Granted during the period		135,313		—
Terminated during the period		—		—
Outstanding at end of the period		1,874,063		1,498,750
Shares vested at period-end		1,410,313		1,058,750
Weighted average grant date fair value of shares granted during the period	$	0.26	$	—
Aggregate grant date fair value of shares granted during the period	$	12,805	$	—
Shares available for grant pursuant to EIP at period-end		9,592,868		11,496,934

Total stock-based compensation recognized for grants under the EIP was $58,594 and $6,445 during the six months ended June 30, 2019 and 2018. Total unrecognized stock compensation related to these grants was $82,384 as of June 30, 2019.

A summary of the status of non-vested shares issued pursuant to the EIP as of and for the six months ended June 30, 2019 and 2018 is presented below:

	2019					2018
				Weighted					Weighted
				Average					Average
				Grant Date					Grant Date
	Shares			Fair Value		Shares			Fair Value
Nonvested at beginning of period		540,000		$	0.16		628,750		$	0.05
Granted		—		$	—		—		$	—
Vested		(76,250	)	$	0.04		(188,750	)	$	0.04
Forfeited		—		$	—		—		$	—
Nonvested at end of period		463,750		$	0.18		440,000		$	0.05

37

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 13 – SHAREHOLDERS’ DEFICIT (CONTINUED)

Employee Stock Options

The following table summarizes the status of options outstanding as of and for the six months ended June 30, 2019 and 2018:

	2019					2018
				Weighted				Weighted
				Average				Average
				Exercise				Exercise
	Number			Price		Number		Price
Outstanding at beginning of the period		3,707,996		$	0.18		2,349,996	$	0.12
Granted during the period		1,078,750		$	0.26		158,000	$	0.11
Exercised during the period		(154,166	)	$	0.20		—	$	—
Forfeited during the period		(595,830	)	$	0.20		—	$	—
Outstanding at end of the period		4,036,750		$	0.20		2,507,996	$	0.12
Options exercisable at period-end		1,273,500					836,000
Weighted average remaining life (in years)		8.4					7.9
Weighted average grant date fair value of options granted during the period	$	0.20				$	0.09
Options available for grant at period-end		9,592,868					11,496,934

The following table summarizes information about the Company’s stock options outstanding as of June 30, 2019:

Options Outstanding							Options Exercisable
			Weighted-
			Average		Weighted-				Weighted-
			Remaining		Average				Average
Exercise		Number	Contractual		Exercise		Number		Exercise
Prices		Outstanding	Life (years)		Price		Exercisable		Price
$	— to 0.10	1,733,000		6.9	$	0.08		1,195,500		0.08
$	0.11 to 0.31	2,303,750		9.6	$	0.29		78,000		0.31
$	0.08 to 0.31	4,036,750		8.4	$	0.20		1,273,500	$	0.10

Total stock-based compensation recognized related to option grants was $33,581 and $3,223 during the three months ended June 30, 2019 and 2018, respectively, and $62,037 and $6,445 during the six months ended June 30, 2019 and 2018, respectively.

A summary of the status of non-vested options issued pursuant to the EIP as of and for the six months ended June 30, 2019 and 2018 is presented below:

	2019					2018
				Weighted					Weighted
				Average					Average
				Grant Date					Grant Date
	Shares			Fair Value		Shares			Fair Value
Nonvested at beginning of period		2,332,413		$	0.13		1,774,996		$	0.03
Granted		1,078,750		$	0.20		158,000		$	0.09
Vested		(52,083	)	$	0.03		(261,000	)	$	0.02
Forfeited		(595,830	)	$	0.02		—		$	—
Nonvested at end of period		2,763,250		$	0.19		1,671,996		$	0.03

38

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 14 – COMMITMENTS AND CONTINGENCIES

Service contracts

The Company carries various service contracts on its office buildings & certain copier equipment for repairs, maintenance and inspections. All contracts are short term and can be cancelled.

Litigation

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

Leases

Maturities of lease liabilities were as follows as of June 30, 2019:

	Operating			Capital			Total
	Leases			Leases			Commitments
2019 (July through December)	$	174,091		$	9,174		$	183,265
2020		234,891			4,587			239,478
2021		75,019			—			75,019
2022		28,443			—			28,443
2023		—			—			—
Total lease payments		512,444			13,761			526,205
Less interest		(93,618	)		(621	)		(94,239	)
Present value of lease liabilities	$	418,826		$	13,140		$	431,966

Employment/Consulting Agreements

The Company has employment agreements with each of its four physicians. The agreements generally call for a fixed salary at the beginning of the contract with a transaction to performance-based pay later in the contract. The contracts expire at various times through 2019, with early termination available upon a notice period of 30-90 days during which compensation is paid to the physician but the Company has no further severance obligation.

On July 1, 2016, the Company entered into an employment agreement with Dr. Michael Dent, Chief Executive Officer and a member of the Board of Directors. Dr. Dent’s employment agreement continues until terminated by Dr. Dent or the Company. If Dr. Dent’s employment is terminated by the Company (unless such termination is “For Cause” as defined in his employment agreement), then upon signing a general waiver and release, Dr. Dent will be entitled to severance in an amount equal to 12 months of his then-current annual base salary, as well as the pro-rata portion of any bonus that would be due and payable to him. In the event that Dr. Dent terminates the employment agreement, he shall be entitled to any accrued but unpaid salary and other benefits up to and including the date of termination, and the pro-rata portion of any unvested time-based options up until the date of termination.

On July 1, 2016, the Company entered into an agreement with Mr. George O’Leary, the Company’s Chief Financial Officer and a member of the Board of Directors, extending his prior agreement with the Company. Mr. O’Leary’s employment agreement continues until terminated by Mr. O’Leary or the Company. If Mr. O’Leary employment is terminated by the Company (unless such termination is “For Cause” as defined in his employment agreement), then upon signing a general waiver and release, Mr. O’Leary will be entitled to receive his base salary and the Company shall maintain his employee benefits for a period of twelve (12) months beginning on the date of termination. In the event that Mr. O’Leary terminates the agreement, he shall be entitled to any accrued by unpaid salary and other benefits up to and including the date of termination. On July 1, 2018, the Company and Mr. O’Leary entered into an Extension Letter Agreement pursuant to which Mr. O’Leary was increased to full time employment (previously half-time) and agreed to extend the term of his employment to September 30, 2022. In addition to a base salary, the extension provides Mr. O’Leary with certain performance-based cash bonuses, stock grants, and stock option grants.

39

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 15 – SEGMENT REPORTING

The Company has two reportable segments: Health Services and Digital Healthcare. Health Services is comprised of the operations of (i) NWC, a multi-specialty medical group including OB/GYN (both Obstetrics and Gynecology), and General Practice, and (ii) NCFM, a Functional Medical Practice acquired in April 2019 that is engaged in improving the health of its patients through individualized and integrative health care. The Company’s Digital Healthcare segment develops and plans to operate an online personal medical information and record archive system, the “HealthLynked Network”, which will enable patients and doctors to keep track of medical information via the Internet in a cloud-based system.

The Company evaluates performance and allocates resources based on profit or loss from operations before income taxes. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies.

Segment information for the three months ended June 30, 2019 and 2018 was as follows:

	Three Months Ended June 30, 2019									Three Months Ended June 30, 2018
	Health Services			Digital Healthcare			Total			Health Services		Digital Healthcare			Total
Revenue
Patient service revenue, net	$	1,208,390		$	—		$	1,208,390		$	566,320		—			566,320
Cost of services		321,603			—			321,603			—		—			—
Gross profit		886,787			—			886,787			566,320		—			566,320
Operating Expenses
Salaries and benefits		595,048			172,770			767,818			348,955		269,188			618,143
General and administrative		306,783			488,667			795,450			190,808		361,775			552,583
Depreciation and amortization		21,116			594			21,710			5,575		454			6,029
Total Operating Expenses		922,947			662,031			1,584,978			545,338		631,417			1,176,755
Income (loss) from operations	$	(36,160	)	$	(662,031	)	$	(698,191	)	$	20,982		(631,417	)		(610,435	)
Other Segment Information
Interest expense	$	6,017		$	54,328		$	60,345		$	6,005		45,001			51,006
Loss on extinguishment of debt	$	—		$	(72,435	)	$	(72,435	)	$	—		(16,864	)		(16,864	)
Financing cost	$	—		$	87,332		$	87,332		$	—		248,443			248,443
Amortization of original issue and debt discounts on convertible notes	$	—		$	299,613		$	299,613		$	—		244,563			244,563
Change in fair value of debt		—		$	30,409		$	30,409			—		25,452			25,452
Change in fair value of derivative financial instruments	$	—		$	(223,881	)	$	(223,881	)	$	—		(52,786	)		(52,786	)

40

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 15 – SEGMENT REPORTING (CONTINUED)

Segment information for the six months ended June 30, 2019 and 2018 was as follows:

	Six Months Ended June 30, 2019									Six Months Ended June 30, 2018
	Health Services			Digital Healthcare			Total			Health Services		Digital Healthcare			Total
Revenue
Patient service revenue, net	$	1,673,380		$	—		$	1,673,380		$	1,211,959	$	—		$	1,211,959
Cost of services		321,603			—			321,603			—		—			—
Gross profit		1,351,777			—			1,351,777			1,211,959		—			1,211,959
Operating Expenses
Salaries and benefits		945,286			351,757			1,297,043			752,010		426,989			1,178,999
General and administrative		549,383			1,003,423			1,552,806			416,460		710,951			1,127,411
Depreciation and amortization		22,176			1,189			23,365			11,149		909			12,058
Total Operating Expenses		1,516,845			1,356,369			2,873,214			1,179,619		1,138,849			2,318,468
Income (loss) from operations	$	(165,068	)	$	(1,356,369	)	$	(1,521,437	)	$	32,340	$	(1,138,849	)	$	(1,106,509	)
Other Segment Information
Interest expense	$	11,845		$	94,822		$	106,667		$	11,702	$	79,651		$	91,353
Loss on extinguishment of debt	$	—		$	67,363		$	67,363		$	—	$	308,359		$	308,359
Financing cost	$	—		$	121,235		$	121,235		$	—	$	440,505		$	440,505
Amortization of original issue and debt discounts on convertible notes	$	—		$	478,997		$	478,997		$	—	$	399,398		$	399,398
Change in fair value of debt	$	—		$	60,106		$	60,106		$	—	$	83,398		$	83,398
Change in fair value of derivative financial instruments	$	—		$	(415,514	)	$	(415,514	)	$	—	$	38,165		$	38,165

	June 30, 2019						December 31, 2018
Identifiable assets	$	2,664,554	$	93,149	$	2,757,703	$	184,912	$	242,451	$	427,363
Goodwill	$	71,866	$	—	$	71,866	$	—	$	—	$	—

The Digital Healthcare segment recognized revenue of $3,717 and $-0- in the three months ended June 30, 2019 and 2018, respectively, and $3,911 and $6,888 in the six months ended June 30, 2019 and 2018, respectively, related to subscription revenue billed to and paid for by the Company’s physicians for access to the HealthLynked Network. The revenue for Digital Healthcare and related expense for Health Services were eliminated on consolidation.

NOTE 16 – FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, approximate their respective fair values due to the short-term nature of such instruments.

41

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 16 – FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

The Company measures certain financial instruments at fair value on a recurring basis, including certain convertible notes payable and related party loans which were extinguished and reissued and are therefore subject to fair value measurement, as well as derivative financial instruments arising from conversion features embedded in convertible promissory notes for which the conversion rate is not fixed. All financial instruments carried at fair value fall within Level 3 of the fair value hierarchy as their value is based on unobservable inputs. The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made.

The following table summarizes the conclusions reached regarding fair value measurements as of June 30, 2019 and December 31, 2018:

	As of June 30, 2019
							Total
	Level 1		Level 2		Level 3		Fair Value
Convertible notes payable	$	—	$	—	$	826,556	$	826,556
Notes payable to related party		—		—		216,086		216,086
Derivative financial instruments		—		—		632,605		632,605
Total	$	—	$	—	$	1,675,247	$	1,675,247

	As of December 31, 2018
							Total
	Level 1		Level 2		Level 3		Fair Value
Convertible notes payable	$	—	$	—	$	780,315	$	780,315
Notes payable to related party		—		—		203,971		203,971
Derivative financial instruments		—		—		800,440		800,440
Total	$	—	$	—	$	1,784,726	$	1,784,726

The changes in Level 3 financial instruments that are measured at fair value on a recurring basis during the three and six months ended June 30, 2019 and 2018 were as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Convertible notes payable	$	(24,153	)	$	(20,921	)	$	(48,022	)	$	(75,418	)
Notes payable to related party		(6,256	)		(4,531	)		(12,084	)		(7,980	)
Derivative financial instruments		223,881			52,786			415,514			38,165
Total	$	193,472		$	27,334		$	355,408		$	(45,233	)

42

HEALTHLYNKED CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 17 – SUBSEQUENT EVENTS

On July 11, 2019, the Company entered into securities purchase agreements for the sale of two identical convertible notes with an aggregate face value of $135,850 (the “$136k Notes”). The $136k Notes included $5,850 fees for net proceeds to the Company of $130,000. The $136k Notes have an interest rate of 10% and a default interest rate of 22%, mature on April 11, 2020, and may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company’s common stock during the thirteen (13) trading days prior to the conversion date. In connection with the $136k Notes, the Company also issued to the holder 32,500 shares of Company common stock. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due.

On July 16, 2019, the Company entered into a securities purchase agreement for the sale of a $78,000 convertible note (the “$78k Note III”). The $78k Note II included $3,000 fees for net proceeds of $75,000. The $78k Note III has an interest rate of 10% and a default interest rate of 22% and matures on April 30, 2020. The $78k Note III may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company’s common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due.

On July 18, 2019, the Company entered into securities purchase agreements for the sale of a convertible note with a face value of $230,000 (the “$230k Note”). The $230k Note included $20,000 fees and discounts for net proceeds to the Company of $210,000. The $230k Note has an interest rate of 10% and a default interest rate of 24%, matures on July 18, 2020, and may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 35% discount to the lowest bid or trading price of the Company’s common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default, the amount of principal shall increase by between 10 and 50% depending on the nature of the default.

On July 18, 2019, the holder of the $153k Note converted remaining principal of $43,000 and accrued interest of $8,768 into 330,892 shares of common stock. The $153k Note was converted in full and retired following this conversion.

On July 15, 2019, the Company repaid in full principal and interest on the $78k Note dated January 14, 2019 for a one-time cash payment of $102,321.

On July 24, 2019, the Company repaid in full principal and interest on the $78k Note II dated January 24, 2019 for a one-time cash payment of $102,255. 

43

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes appearing elsewhere in this report. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included elsewhere in our most recent Annual Report on Form 10-K. All amounts in this report are in U.S. dollars, unless otherwise noted.

Overview

HealthLynked Corp. (the “Company,” “we,” “our, or “us”) was incorporated in the State of Nevada on August 4, 2014. On September 2, 2014, we filed Amended and Restated Articles of Incorporation with the Secretary of State of Nevada setting the total number of authorized shares at 250,000,000 shares, which included up to 230,000,000 shares of common stock and 20,000,000 shares of “blank check” preferred stock. On February 5, 2018, we filed an Amendment to our Amended and Restated Articles of Incorporation with the Secretary of State of Nevada to increase the number of authorized shares of common stock to 500,000,000 shares. We also previously had 2,953,840 designated shares of Series A Preferred Stock in 2014, which were converted into the 2,953,840 shares of our common shares on July 30, 2016.

On September 5, 2014, we entered into a share exchange agreement (the “Share Exchange Agreement”) with Naples Women’s Center LLC (“NWC”), a Florida Limited Liability Company (“LLC”), acquiring 100% of the LLC membership units of NWC through the issuance of 50,000,000 shares of Company common stock to the members of NWC (the “Restructuring”). NWC is a multi-specialty medical group including OB/GYN (both Obstetrics and Gynecology), and General Practice located in Naples, Florida.

On April 12, 2019, we acquired Naples Center for Functional Medicine (“NCFM”), a Functional Medical Practice located in Naples, Florida that is engaged in improving the health of its patients through individualized and integrative health care. NWC and NCFM comprise our “Health Services” segment.

We also develop and operate an online personal medical information and record archive system, the “HealthLynked Network,” which enables patients and doctors to keep track of medical information via the Internet in a cloud-based system. Patients complete a detailed online personal medical history including past surgical history, medications, allergies, and family history. Once this information is entered patients and their treating physicians can update the information as needed to provide a comprehensive medical history. Business activities surrounding the HealthLynked Network comprise our “Digital Healthcare” segment.

Critical accounting policies and significant judgments and estimates

This management’s discussion and analysis of the Company’s financial condition and results of operations is based on the Company’s consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States, or GAAP. The preparation of these consolidated financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported expenses incurred during the reporting periods. The Company’s estimates are based on historical experience and on various other factors that the Company believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company believes that the accounting policies discussed below are critical to understanding the Company’s historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.

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Patient Service Revenue

Patient service revenue is reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for providing patient care. These amounts are due from patients and third-party payors (including health insurers and government programs) and includes variable consideration for retroactive revenue adjustments due to settlement of audits, reviews, and investigations. Generally, the Company bills patients and third-party payors within days after the services are performed and/or the patient is discharged from the facility. Revenue is recognized as performance obligations are satisfied.

Performance obligations are determined based on the nature of the services provided by the Company. Revenue for performance obligations satisfied over time is recognized based on actual charges incurred in relation to total expected charges. The Company believes that this method provides a faithful depiction of the transfer of services over the term of the performance obligation based on the inputs needed to satisfy the obligation. Revenue for performance obligations satisfied at a point in time is recognized when goods or services are provided and the Company does not believe it is required to provide additional goods or services to the patient.

The Company determines the transaction price based on standard charges for goods and services provided, reduced by contractual adjustments provided to third-party payors, discounts provided to uninsured patients in accordance with the Company’s policy, and/or implicit price concessions provided to uninsured patients. The Company determines its estimates of contractual adjustments and discounts based on contractual agreements, its discount policies, and historical experience. The Company determines its estimate of implicit price concessions based on its historical collection experience with this class of patients.

Agreements with third-party payors typically provide for payments at amounts less than established charges. A summary of the payment arrangements with major third-party payors follows:

● Medicare: Certain inpatient acute care services are paid at prospectively determined rates per discharge based on clinical, diagnostic and other factors. Certain services are paid based on cost-reimbursement methodologies subject to certain limits. Physician services are paid based upon established fee schedules. Outpatient services are paid using prospectively determined rates.

● Medicaid: Reimbursements for Medicaid services are generally paid at prospectively determined rates per discharge, per occasion of service, or per covered member.

● Other: Payment agreements with certain commercial insurance carriers, health maintenance organizations, and preferred provider organizations provide for payment using prospectively determined rates per discharge, discounts from established charges, and prospectively determined daily rates.

Laws and regulations concerning government programs, including Medicare and Medicaid, are complex and subject to varying interpretation. As a result of investigations by governmental agencies, various health care organizations have received requests for information and notices regarding alleged noncompliance with those laws and regulations, which, in some instances, have resulted in organizations entering into significant settlement agreements. Compliance with such laws and regulations may also be subject to future government review and interpretation as well as significant regulatory action, including fines, penalties, and potential exclusion from the related programs. There can be no assurance that regulatory authorities will not challenge the Company’s compliance with these laws and regulations, and it is not possible to determine the impact, if any, such claims or penalties would have upon the Company. In addition, the contracts the Company has with commercial payors also provide for retroactive audit and review of claims.

Settlements with third-party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known, or as years are settled or are no longer subject to such audits, reviews, and investigations.

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The Company also provides services to uninsured patients, and offers those uninsured patients a discount, either by policy or law, from standard charges. The Company estimates the transaction price for patients with deductibles and coinsurance and from those who are uninsured based on historical experience and current market conditions. The initial estimate of the transaction price is determined by reducing the standard charge by any contractual adjustments, discounts, and implicit price concessions. Subsequent changes to the estimate of the transaction price are generally recorded as adjustments to patient service revenue in the period of the change.

Cash and Cash Equivalents

For financial statement purposes, the Company considers all highly-liquid investments with original maturities of three months or less to be cash and cash equivalents.

Accounts Receivable

Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past collectability of the insurance companies, government agencies, and customers’ accounts receivable during the related period which generally approximates 47% of total billings. Trade accounts receivable are recorded at this net amount.

Inventory

Inventory consisting of supplements, is stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. Outdated inventory is directly charged to cost of goods sold.

Leases

Effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (“ASU 2016-02”) using the required modified retrospective approach. ASU 2016-02 requires lessees to record most leases on their balance sheets but recognize expenses on their income statements in a manner similar to current accounting.

Upon transition under ASU 2016-02, the Company elected the suite of practical expedients as a package applied to all of its leases, including (i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing initial direct costs for any existing leases. For new leases, the Company will determine if an arrangement is or contains a lease at inception. Leases are included as right-of-use (“ROU”) assets within other assets and ROU liabilities within accrued expenses and other liabilities and within other long-term liabilities on the Company’s condensed consolidated balance sheets.

ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company’s leases do not provide an implicit rate. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Adoption of ASU 2016-02 had an impact of $427,004 and $431,996 on the Company’s assets and liabilities, respectively, and had no material impact on cash provided by or used in operating, investing or financing activities on the Company’s consolidated statements of cash flows.

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. There are no patients/customers that represent 10% or more of the Company’s revenue or accounts receivable. Generally, the Company’s cash and cash equivalents are in checking accounts.

Property and Equipment

Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For consolidated financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 5 to 7 years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized.

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The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. There was no impairment as of June 30, 2019 and December 31, 2018. 

Convertible Notes

Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or at the instrument’s maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized as additional paid-in capital and included in equity, net of income tax effects, and is not subsequently remeasured. After initial measurement, they are carried at amortized cost using the effective interest method. Convertible notes for which the maturity date has been extended and that qualify for debt extinguishment treatment are recorded at fair value on the extinguishment date and then revalue at the end of each reporting period, with the change recorded to the statement of operations under “Change in Fair Value of Debt.”

Derivative Financial Instruments

The Company reviews the terms of convertible debt, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received, an immediate charge to income is recognized, in order to initially record the derivative instrument liabilities at their fair value. The discount from the face value of convertible debt instruments resulting from allocating some or all of the proceeds to the derivative instruments is amortized over the life of the instrument through periodic charges to income.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

Fair Value of Assets and Liabilities

Fair value is the price that would be received from the sale of an asset or paid to transfer a liability (i.e. an exit price) in the principal or most advantageous market in an orderly transaction between market participants. In determining fair value, the accounting standards have established a three-level hierarchy that distinguishes between (i) market data obtained or developed from independent sources (i.e., observable data inputs) and (ii) a reporting entity’s own data and assumptions that market participants would use in pricing an asset or liability (i.e., unobservable data inputs). Financial assets and financial liabilities measured and reported at fair value are classified in one of the following categories, in order of priority of observability and objectivity of pricing inputs:

● Level 1 – Fair value based on quoted prices in active markets for identical assets or liabilities

● Level 2 – Fair value based on significant directly observable data (other than Level 1 quoted prices) or significant indirectly observable data through corroboration with observable market data. Inputs would normally be (i) quoted prices in active markets for similar assets or liabilities, (ii) quoted prices in inactive markets for identical or similar assets or liabilities or (iii) information derived from or corroborated by observable market data.

● Level 3 – Fair value based on prices or valuation techniques that require significant unobservable data inputs. Inputs would normally be a reporting entity’s own data and judgments about assumptions that market participants would use in pricing the asset or liability

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The fair value measurement level for an asset or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs.

Stock-Based Compensation

The Company accounts for stock-based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value based method. Under this method, 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. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.

Income Taxes

The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. No Income Tax has been provided for the six months ended June 30, 2019, since the Company has sustained a loss for the period. Due to the uncertainty of the utilization and recoverability of the loss carry-forwards (including the six months ended June 30, 2019) and other deferred tax assets, management has determined a full valuation allowance for the deferred tax assets, since it is more likely than not that the deferred tax assets will not be realizable.

Recurring Fair Value Measurements

The carrying value of the Company’s financial assets and financial liabilities is their cost, which may differ from fair value. The carrying value of cash held as demand deposits, money market and certificates of deposit, marketable investments, accounts receivable, short-term borrowings, accounts payable, accrued liabilities, and derivative financial instruments approximated their fair value.

Net Income (Loss) per Share 

Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Outstanding stock options, warrants and other dilutive securities are excluded from the calculation of diluted net loss per common share if inclusion of these securities would be anti-dilutive. 

Common stock awards

The Company grants common stock awards to non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted, whichever is more reliably measurable. The fair value measurement date of these awards is generally the date the performance of services is complete. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded on the consolidated statement of comprehensive loss in the same manner and charged to the same account as if such settlements had been made in cash.

Warrants

In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes option pricing model as of the measurement date. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value as expense over the requisite service period or at the date of issuance, if there is not a service period. Warrants granted in connection with ongoing arrangements are more fully described in Note 13 to our consolidated financial statements attached to this Form 10-Q.

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Business Segments

The Company uses the “management approach” to identify its reportable segments. The management approach designates the internal organization used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. Using the management approach, the Company determined that it has two operating segments: Health Services (multi-specialty medical group including OB/GYN and General Practice) and Digital Healthcare (develops and markets the “HealthLynked Network,” an online personal medical information and record archive system).

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers — Topic 606, which supersedes the revenue recognition requirements in FASB ASC 605. The new guidance primarily states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. In January 2017 and September 2017, the FASB issued several amendments to ASU 2014-09, including updates stemming from SEC Accounting Staff Announcement in July 2017. The amendments and updates included clarification on accounting for principal versus agent considerations (i.e., reporting gross versus net), licenses of intellectual property and identification of performance obligations. These amendments and updates do not change the core principle of the standard but provide clarity and implementation guidance. The Company adopted this standard on January 1, 2018 and selected the modified retrospective transition method. The Company has modified its accounting policies to reflect the requirements of this standard, however, the planned adoption did not materially impact the Company’s financial statements and related disclosures.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The guidance affects the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements of financial instruments. The guidance is effective in the first quarter of fiscal 2019. The Company adopted this guidance effective January 1, 2019. The adoption of this guidance did not materially impact the Company’s financial statements and related disclosures.

In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity and Derivatives and Hedging, which changes the accounting and earnings per share for certain instruments with down round features. The amendments in this ASU should be applied using a cumulative-effect adjustment as of the beginning of the fiscal year or retrospective adjustment to each period presented and is effective for annual periods beginning after December 15, 2018, and interim periods within those periods. The Company adopted this guidance effective January 1, 2019. The adoption of this guidance did not materially impact the Company’s financial statements and related disclosures.

In February 2018, the Financial Accounting Standards Board (“FASB”) issued ASC Update No 2018-02 (Topic 220) Income Statement – Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.  This ASC update allows for a reclassification into retained earnings of the stranded tax effects in accumulated other comprehensive income (“AOCI”) resulting from the enactment of the Tax Cuts and Jobs Act (“TCJA”). The updated guidance is effective for interim and annual periods beginning after December 15, 2018.  The Company adopted this guidance effective January 1, 2019. The adoption of this guidance did not materially impact the Company’s financial statements and related disclosures.

In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, to expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. Under ASU 2018-07, equity-classified nonemployee share-based payment awards are measured at the grant date fair value on the grant date The probability of satisfying performance conditions must be considered for equity-classified nonemployee share-based payment awards with such conditions. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company adopted this guidance effective January 1, 2019. The adoption of this guidance did not materially impact the Company’s financial statements and related disclosures.

In July 2018, the FASB issued ASU 2018-09 to provide clarification and correction of errors to the Codification. The amendments in this update cover multiple Accounting Standards Updates. Some topics in the update may require transition guidance with effective dates for annual periods beginning after December 15, 2018. The Company adopted this guidance effective January 1, 2019. The adoption of this guidance did not materially impact the Company’s financial statements and related disclosures.

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Results of Operations

Comparison of Three Months Ended June 30, 2019 and 2018

The following table summarizes the changes in our results of operations for the three months ended June 30, 2019 compared with the three months ended June 30, 2018:

	Three Months Ended June 30,						Change
	2019			2018			Increase (Decrease) in $			Increase (Decrease) in %
Patient service revenue, net	$	1,208,390		$	566,320		$	642,070			113	%
Cost of services		321,603			—			321,603			100	%
Gross profit		886,787			566,320			320,467			57	%
Operating Expenses
Salaries and benefits		767,818			618,143			149,675			24	%
General and administrative		795,450			552,583			242,867			44	%
Depreciation and amortization		21,710			6,029			15,681			260	%
Loss from operations		(698,191	)		(610,435	)		87,756			14	%
Other Income (Expenses)
Gain on extinguishment of debt		72,435			16,864			(55,571	)		330	%
Change in fair value of debt		(30,409	)		(25,452	)		4,957			19	%
Financing cost		(87,332	)		(248,443	)		(161,111	)		-65	%
Amortization of original issue and debt discounts on notes payable and convertible notes		(299,613	)		(244,563	)		55,050			23	%
Change in fair value of derivative financial instruments		223,881			52,786			(171,095	)		324	%
Interest expense		(60,345	)		(51,006	)		9,339			18	%
Total other expenses		(181,383	)		(499,814	)		(318,431	)		-64	%
Net loss	$	(879,574	)	$	(1,110,249	)	$	(230,675	)		-21	%

Patient service revenue increased by $642,070, or 113%, from three months ended June 30, 2018 to 2019, primarily as a result of $690,126 revenue from NCFM, which was acquired on April 12, 2019, offset by lower revenue from NWC operations of $48,056 due to physician turnover, disability and retirement.

Cost of services increased by $321,603, or 100%, from three months ended June 30, 2019 to 2018, as a result of laboratory and supplement costs associated with NCFM patient services revenue.

Gross profit increased by $320,467, or 57%, from three months ended June 30, 2019 to 2018, primarily as a result of profits generated by NCFM from the acquisition date of April 12, 2019 through June 30, 2019.

Salaries and benefits increased by $149,675, or 24%, in 2019 primarily as a result of new salary and benefits expense from the acquisition of NCFM, offset by lower salary expense associated with a shift from a direct sales to an indirect sale approach for our Digital Healthcare segment.

General and administrative costs increased by $242,867, or 44%, in 2019 primarily due to general and administrative expense from the operation of NCFM, higher stock-based consulting fees and professional costs in 2019, as well as higher legal, professional and accounting costs related in part to the acquisition of HCFM.

Depreciation and amortization increased by $15,681, or 206%, in 2019 primarily as a result of depreciation of assets acquired in the NCFM acquisition, offset by lower depreciation from the adoption of ASU 2016-02 in 2019, which resulted in charges associated with a capital lease that were previously recorded as depreciation being charged to general and administrative expense.

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Loss from operations increased by $87,756, or 14%, in 2019 primarily as a result of lower NWC revenue due to physician turnover, disability and retirement, offset by additional revenue and profit from the operation of NCFM from the acquisition date of April 12, 2019 through June 30, 2019.

Gain on extinguishment of debt increased by $55,571, or 330%, in 2019. Gain on extinguishment of debt in both 2018 and 2019 arose from repayment of convertible notes payable, which gave rise to a gain as a result of derivative liabilities associated with this note that were written off in connection with the repayment.

Change in fair value of debt increased by $4,957, or 19%, and results from certain convertible notes and notes payable to Dr. Michael Dent that were extended in previous periods and treated as an extinguishment and reissuance for accounting purposes, requiring these notes to be subsequently carried at fair value. The change in fair value at the end of each reporting period is recorded as “Change in fair value of debt.”

Financing cost decreased by $161,111, or 65%, in 2019. Financing cost arises from the issuance of convertible promissory notes with a floating conversion rate that gave rise to an ECF derivative instrument with a fair value greater than the face value of the notes. During 2019, we entered into six such notes with aggregate face value of $926,500, as compared to 2018 when we entered into eight such notes with aggregate face value of $510,750.

Amortization of original issue and debt discounts increased by $55,050, or 23%, in 2019 as a result of the amortization of convertible notes with larger average discount balances being amortized in 2019.

Change in fair value of derivative financial instruments increased by $171,095, or 324%, as a result of gains in fair value of derivative financial instruments embedded in convertible promissory notes in 2019.

Interest expense increased by $9,339, or 18%, in 2019 as a result of higher average balance on convertible notes and notes payable to Dr. Dent during 2019.

Total other expenses decreased by $318,431, or 64%, in 2019 primarily as a result of gains from changes in the fair values of derivative financial instruments, decreased financing costs associated with lower inception value of convertible notes in 2019, and fewer extinguished convertible notes compared to 2018 that gave rise to debt extinguishment losses.

Net loss decreased by $230,675, or 21%, in 2019 primarily as a result of profits generated by NCFM from the acquisition date of April 12, 2019 through June 30, 2019, gains from changes in the fair values of derivative financial instruments, decreased financing costs associated with lower inception value of convertible notes in 2019, and fewer extinguished convertible notes compared to 2018 that gave rise to debt extinguishment losses, offset by higher operating expenses due in part to the operations of NCFM from the acquisition date of April 12, 2019 through June 30, 2019.

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Comparison of six Months Ended June 30, 2019 and 2018

The following table summarizes the changes in our results of operations for the six months ended June 30, 2019 compared with the six months ended June 30, 2018:

	Six Months Ended June 30,						Change
	2019			2018			Increase (Decrease) in $			Increase (Decrease) in %
Patient service revenue, net	$	1,673,380		$	1,211,959		$	461,421			38	%
Cost of services		321,603			—			321,603			100	%
Gross profit		1,351,777			1,211,959			139,818			12	%
Operating Expenses
Salaries and benefits		1,297,043			1,178,999			118,044			10	%
General and administrative		1,552,806			1,127,411			425,395			38	%
Depreciation and amortization		23,365			12,058			11,307			94	%
Loss from operations		(1,521,437	)		(1,106,509	)		414,928			37	%
Other Income (Expenses)
Loss on extinguishment of debt		(67,363	)		(308,359	)		(240,996	)		-78	%
Change in fair value of debt		(60,106	)		(83,398	)		(23,292	)		-28	%
Financing cost		(121,235	)		(440,505	)		(319,270	)		-72	%
Amortization of original issue and debt discounts on notes payable and convertible notes		(478,997	)		(399,398	)		79,599			20	%
Change in fair value of derivative financial instruments		415,514			38,165			(377,349	)		989	%
Interest expense		(106,667	)		(91,353	)		15,314			17	%
Total other expenses		(418,854	)		(1,284,848	)		(865,994	)		-67	%
Net loss	$	(1,940,291	)	$	(2,391,357	)	$	(451,066	)		-19	%

Patient service revenue increased by $461,421, or 38%, from six months ended June 30, 2019 to 2018, primarily as a result of $690,126 revenue from NCFM, which was acquired on April 12, 2019, offset by lower revenue from NWC operations of $229,005 due to physician turnover, disability and retirement.

Cost of services increased by $321,603, or 100%, from six months ended June 30, 2019 to 2018, as a result of laboratory and supplement costs associated with NCFM patient services revenue.

Gross profit increased by $139,818, or 12%, from six months ended June 30, 2019 to 2018, primarily as a result of profits generated by NCFM from the acquisition date of April 12, 2019 through June 30, 2019.

Salaries and benefits increased by $118,044, or 10%, in 2019 primarily as a result of new salary and benefits expense from the acquisition of NCFM, offset by lower salary expense associated with a shift from a direct sales to an indirect sale approach for our Digital Healthcare segment.

General and administrative costs increased by $425,395, or 38%, in 2019 primarily due to general and administrative expense from the operation of NCFM, higher stock-based consulting fees and professional costs in 2019, as well as higher legal, professional and accounting costs related in part to the acquisition of HCFM.

Depreciation and amortization increased by $11,307, or 94%, in 2019 primarily as a result of depreciation of assets acquired in the NCFM acquisition, offset by lower depreciation from the adoption of ASU 2016-02 in 2019, which resulted in charges associated with a capital lease that were previously recorded as depreciation being charged to general and administrative expense.

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Loss from operations increased by $414,928, or 37%, in 2019 primarily as a result of lower NWC revenue due to physician turnover, disability and retirement, offset by additional revenue and profit from the operation of NCFM from the acquisition date of April 12, 2019 through June 30, 2019

Loss on extinguishment of debt decreased by $240,996, or 78%, in 2019. Loss on extinguishment of debt in 2019 arose from conversion of a convertible note, net of gains from cash repayment of convertible notes payable, which gave rise to a gain primarily as a result of derivative liabilities associated with this note that were written off in connection with the repayment. Gain on extinguishment of debt in 2018 arose from cash repayment of a convertible note payable.

Change in fair value of debt decreased by $23,292, or 28%, and results from certain convertible notes and notes payable to Dr. Michael Dent that were extended in previous periods and treated as an extinguishment and reissuance for accounting purposes, requiring these notes to be subsequently carried at fair value. The change in fair value at the end of each reporting period is recorded as “Change in fair value of debt.”

Financing cost decreased by $319,270, or 72%, in 2019. Financing cost arises from the issuance of convertible promissory notes with a floating conversion rate that gave rise to an ECF derivative instrument with a fair value greater than the face value of the notes. During 2019, we entered into eight such notes with aggregate face value of 1,082,500, as compared to 2018 when we entered into eight such notes with aggregate face value of $510,750.

Amortization of original issue and debt discounts increased by $79,599, or 20%, in 2019 as a result of the amortization of convertible notes with larger average discount balances being amortized in 2019.

Change in fair value of derivative financial instruments increased by $377,349, or 989%, as a result of gains in fair value of derivative financial instruments embedded in convertible promissory notes in 2019.

Interest expense increased by $15,314, or 17%, in 2019 as a result of higher average balance on convertible notes and notes payable to Dr. Dent during 2019.

Total other expenses decreased by $865,994, or 67%, in 2019 primarily as a result of gains from changes in the fair values of derivative financial instruments, decreased financing costs associated with lower inception value of convertible notes in 2019, and fewer extinguished convertible notes compared to 2018 that gave rise to debt extinguishment losses.

Net loss decreased by $451,066, or 19%, in 2019 primarily as a result of profits generated by NCFM from the acquisition date of April 12, 2019 through June 30, 2019, gains from changes in the fair values of derivative financial instruments, decreased financing costs associated with lower inception value of convertible notes in 2019, and fewer extinguished convertible notes compared to 2018 that gave rise to debt extinguishment losses, offset by higher operating expenses and lower revenue from our NWC operations resulting from physician turnover, disability and retirement.

Liquidity and Capital Resources

Going Concern

As of June 30, 2019, we had a working capital deficit of $3,909,871 and accumulated deficit $12,441,346. For the six months ended June 30, 2019, we had a net loss of $1,940,291 and net cash used by operating activities of $1,155,793. Net cash used in investing activities was $469,302, comprised principally of the cash portion of paid for the acquisition of NCFM totaling $465,000 (net of cash acquired). Net cash provided by financing activities was $1,615,056, resulting principally from $1,025,000 net proceeds from the issuance of convertible notes and $994,272 proceeds from the sale of common stock.

Our cash balance and revenues generated are not currently sufficient and cannot be projected to cover our operating expenses for the next twelve months from the date of this report. These matters raise substantial doubt about our ability to continue as a going concern. Management’s plans include attempting to improve its business profitability and its ability to generate sufficient cash flow from its operations to meet its needs on a timely basis, obtaining additional working capital funds through equity and debt financing arrangements, and restructuring on-going operations to eliminate inefficiencies to raise cash balance in order to meet our anticipated cash requirements for the next twelve months from the date of this report. However, there can be no assurance that these plans and arrangements will be sufficient to fund our ongoing capital expenditures, working capital, and other requirements. Management intends to make every effort to identify and develop sources of funds. The outcome of these matters cannot be predicted at this time. There can be no assurance that any additional financings will be available to us on satisfactory terms and conditions, if at all.

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Our ability to continue as a going concern is dependent upon our ability to raise additional capital and achieve profitable operations. The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should we be unable to continue as a going concern. 

As further discussed below in “Significant Liquidity Events,” in July 2018, we completed a Private Placement (the “July 2018 Private Placement”) and received net proceeds of $1,774,690. Moreover, in July 2016, we entered into an Investment Agreement (the “Investment Agreement”) pursuant to which the investor has agreed to purchase up to $3,000,000 of our common stock over a three-year period starting upon registration of the underlying shares, with such shares put to the investor by us pursuant to a specified formula that limits the number of shares able to be put to the investor to the number equal to the average trading volume of our common shares for the ten consecutive trading days prior to the put notice being issued. During the six months ended June 30, 2019, we received $604,272 from the proceeds of the sale of 2,696,597 shares pursuant to the Investment Agreement.

We intend that the cost of implementing our development and sales efforts related to the HealthLynked Network, as well as maintaining our existing and expanding overhead and administrative costs, will be funded principally by cash received from (i) cash flow generated from the operations of the NCFM business acquired in April 2019, (ii) the July 2018 Private Placement, (iii) the put rights associated with the Investment Agreement, and (iv) other funding mechanisms, including sales of our common stock, loans from related parties and convertible notes. We expect to repay our outstanding convertible notes, which have an aggregate face value of $1,836,500 as of June 30, 2019, from outside funding sources, including but not limited to new convertible notes payable, amounts available upon the exercise of the put rights granted to us under the Investment Agreement, sales of equity, loans from related parties and others or through the conversion of the convertible notes into equity. No assurances can be given that we will be able to access sufficient outside capital in a timely fashion in order to repay the convertible notes before they mature. If necessary funds are not available, our business and operations would be materially adversely affected and in such event, we would attempt to reduce costs and adjust its business plan.

Significant Liquidity Events

Through June 30, 2019, we have funded our operations principally through a combination of convertible promissory notes, private placements of our common stock, promissory notes and related party debt, as described below.

July 2018 Private Placement

On July 17, 2018, we completed the July 2018 Private Placement pursuant to which we sold the following securities: (1) an aggregate of 3,900,000 shares of our common stock, par value $0.0001 per share, (2) Pre-Funded Warrants to purchase an aggregate of 4,100,000 shares of our common stock with an exercise price of $0.0001 and a term of five-years, (3) Series A Warrants to purchase up to an aggregate of 8,000,000 shares of our common stock with an exercise price of $0.25 per share (subsequently reset to $0.2233 on the Repricing Date) and a term of five years, and (4) Series B Warrants to purchase up to a maximum of 17,000,000 shares of our common stock (subsequently reset at 2,745,757 pursuant to the terms of such warrants) at an exercise price of $0.0001. Net proceeds to the Company were $1,774,690. The Company also issued to the placement agent 640,000 Series A Warrants with the same terms as the investor’s Series A Warrants and Series B Warrants to purchase up to a maximum of 219,661 shares of Company common stock at an exercise price of $0.0001.

Investment Agreement

On July 7, 2016, we entered into the Investment Agreement with an accredited investor pursuant to which an accredited investor agreed to invest up to $3,000,000 to purchase the Company’s common stock, par value of $.0001 per share. The purchase price for such shares shall be 80% of the lowest volume weighted average price of our common stock during the five consecutive trading days prior to the date on which written notice is sent by us to the investor stating the number of shares that the Company is selling to the investor, subject to certain discounts and adjustments. Further, pursuant to an Amended Investment Agreement dated March 22, 2017, we granted to the investor warrants to purchase an aggregate of seven (7) million shares of common stock with the following fixed exercise prices: (i) four million shares at $0.25 per share; (ii) two million shares at $0.50 per share; and (iii) one million shares at $1.00 per share. The warrants also contain a “cashless exercise” provision and the shares underlying the warrants will not be registered. During the six months ended June 30, 2019 and years ended December 31, 2018 and 2017, we received proceeds from the sale of shares pursuant to the Investment Agreement totaling $604,272 (2,696,597 shares), $440,523 (2,440,337 shares) and $27,640 (222,588 shares), respectively.

Other Sales of Common Stock

During the six months ended June 30, 2018, we sold 3,249,177 shares of common stock in private placement transactions and received $317,175 in proceeds.

During the six months ended June 30, 2019, we sold 1,383,334 shares of common stock in three separate private placement transactions and received $390,000 in proceeds from the sales.

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Convertible Notes Payable

As of June 30, 2019, we had outstanding convertible notes payable with aggregate face value of $1,836,500 maturing between August 2019 and June 2020, as follows:

						Conversion
			Interest			Price/
	Face Value		Rate			Discount			Term
$550k Note - July 2016	$	550,000		6	%	$	0.08		December 31, 2019
$50k Note - July 2016		50,000		10	%	$	0.10		December 31, 2019
$111k Note - May 2017		111,000		10	%	$	0.35		December 31, 2019
$153k Note - November 2018		43,000		10	%		25	%	August 19, 2019
$78k Note I - January 2019		78,000		10	%		25	%	October 14, 2019
$78k Note II - January 2019		78,000		10	%		39	%	November 15, 2019
$103k Note III - April 2019		103,000		10	%		39	%	February 28, 2020
$104.5k Note - April 2019		104,500		10	%		25	%	April 11, 2020
$104.5k Note II - April 2019		104,500		10	%		25	%	April 11, 2020
$357.5k Note - April 2019		357,500		10	%	$	0.20		December 31, 2019
$103k Note IV - May 2019		103,000		10	%		39	%	February 28, 2020
$154k Note - June 2019		154,000		10	%		39	%	June 3, 2020
	$	1,836,500

Plan of operation and future funding requirements

Our plan of operations is to operate our Health Services division and continue to invest in our cloud-based online personal medical information and record archiving system, the “HealthLynked Network,” which enables patients and doctors to keep track of medical information via the Internet in a cloud-based system.

We intend to market the HealthLynked Network via telesales force targeting physicians’ offices, direct to patient marketing, affiliated marketing campaigns, co-marketing with online medical supplies retailer MedOffice Direct, and expanded southeast regional sales efforts. We intend that our initial primary sales strategy will be physician telesales through the use of telesales representatives whom we will hire as access to capital allows. In combination with our telesales, we intend to also utilize Internet based marketing to increase penetration to targeted geographical areas. These campaigns will be focused on both physician providers and patient members.

If we fail to complete the development of, or successfully market, the HealthLynked Network, our ability to realize future increases in revenue and operating profits could be impacted, and our results of operations and financial position would be materially adversely affected.

The capital from the July 2018 Private Placement was raised for the purpose of technology enhancement, sales and marketing initiatives and for our planned acquisition strategy. Beginning in the fourth quarter of 2018 and first quarter of 2019, we planned to acquire health service businesses and offer physician owners cash, stock, and deferred compensation. We expect to initially target practices in Florida with at least $1 million in annual revenue and that demonstrate at least three current consecutive years of strong profitability. On April 12, 2019, the Company completed its first such acquisition, acquiring HCFM for (i) $500,000 in cash, (ii) 3,968,254 shares of the Corporation’s common stock, and (iii) “earn-out” payments in the aggregate amount of $500,000 to be paid over three (3) years, subject to certain revenue and profit targets. HCFM is a functional medicine practice focusing on neurodegenerative diseases such as Alzheimer’s, Parkinson’s and Multiple Sclerosis along with other treatments aimed at improving health and slowing aging, including hormones, thyroid, weight loss, wellness and prevention. During the year ended December 31, 2018 (the last full fiscal year prior to the acquisition), HCFM’s revenue was $3,023,344 and net income was $290,955.

Currently, we are focusing on acquiring profitable Accountable Care Organizations (“ACOs”) with a concentration on physician-based ACOs in Florida, the Southeast, Texas, New York and Michigan. ACOs’ objectives are to reduce patients’ healthcare costs while improving their health. Our initial targets are physician-based Florida Medicare ACOs. Profitable ACOs have shared savings, which are payments made by the Medicare governing body, called the Center for Medicare & Medicaid Services (“CMS”), to ACOs whose Medicare patients have aggregate total savings over the regional threshold for all Medicare patients in the territory and that meet CMS’ quality standards. Given HealthLynked’s goal to improve healthcare and reduce healthcare costs for all patients, we anticipate that the ACO acquisition model can help us expand both physician and patient utilization of the HealthLynked Network while continuing to add incremental revenue and profit from to our health services and ACO segments.

We plan to raise additional capital to fund our acquisition strategy. In addition, we have extended a significant portion of our outstanding debt until December 31, 2019. Specifically, all of Dr. Michael Dent’s notes payable with an aggregate face value of $646,000 and all of Iconic Holdings LLC convertible notes payable with an aggregate face value of $1,068,000 mature on December 31, 2019.

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We intend that the cost of implementing our development and telesales efforts related to the HealthLynked Network, as well as maintaining our existing and expanding overhead and administrative costs, will be funded by the cash received by us from the put rights associated with the Investment Agreement, new convertible notes payable and additional direct equity investments. We expect to repay outstanding convertible notes from outside funding sources, including but not limited to amounts available upon the exercise of the put rights granted to us under the Investment Agreement, additional sales of our equity, loans from outside parties and the conversion of such related party notes to equity. No assurances can be given that we will be able to access sufficient outside capital in a timely fashion in order to repay the convertible notes before they mature. In order to access cash available under the Investment Agreement, our common stock must be listed on a recognized stock exchange or market and the shares underlying the arrangement must be subject to an effective registration statement. On May 10, 2017, our stock began trading on the OTCQB, which qualifies as a recognized stock exchange or market pursuant to the terms of the Investment Agreement, under the symbol “HLYK.” Although we have met the requirements to utilize the funds available under the Investment Agreement, there can be no assurances that we will be able to continue to meet these requirements. Additionally, the amount available to us upon the exercise of the put rights granted to us under the Investment Agreement is dependent upon the trading volume of our stock. Between May 22, 2017 and June 30, 2019, our daily trading volume averaged approximately 121,000 shares per day. Based upon increases in our volume since the end of 2017, Iconic Holdings has increased our maximum amount to access on the equity line from $150,000 maximum to $300,000 maximum. We project that amounts available to us upon the exercise of the put rights granted to us under the Investment Agreement will be sufficient to meet our operational and other capital requirements.

Historical Cash Flows

	Six Months Ended June 30,
	2019			2018
Net cash (used in) provided by:
Operating activities	$	(1,155,793	)	$	(1,222,947	)
Investing Activities		(469,302	)		(201	)
Financing activities		1,615,056			1,211,369
Net increase (decrease) in cash	$	(10,039	)	$	(11,779	)

Operating Activities – During the six months ended June 30, 2019, we used cash from operating activities of $1,155,793, as compared with $1,222,947 in the same period of 2018. The slight increase in cash usage results from an increase in professional and other overhead costs associated with preparing for product launch and the acquisition of NCFM in 2019, offset by positive cash flow from operations of $128,323 generated by NCFM after the acquisition and through June 30, 2019.

Investing Activities – During the six months ended June 30, 2019, we used $465,000 for the acquisition of HCFM (net of $35,000 cash received). Capital expenditures of $4,302 in the six months ended June 30, 2019 and $201 in the six months ended June 30, 2018 are comprised of computer equipment and furniture.

Financing Activities – During the six months ended June 30, 2019, we realized $994,272 from the proceeds of the sale of shares of common stock to investors and pursuant to the Investment Agreement and $1,025,000 net proceeds from the issuance of convertible notes. During the six months ended June 30, 2018, we realized $805,500 net proceeds from the issuance of convertible notes, $645,503 from the proceeds of the sale of shares of common stock to investors and pursuant to the Investment Agreement, $101,450 proceeds from related party loans, and $73,500 from notes payable, while making repayments of $284,682 against convertible notes, $113,257 against notes payable, $9,000 against related party loans and $7,645 on capital lease obligations.

Exercise of Warrants and Options

During the six months ended June 30, 2019, we generated proceeds of $200 from the exercise of 2,000,000 warrants.

Other Outstanding Obligations

Warrants

As of June 30, 2019, 43,783,874 shares of our Common Stock were issuable pursuant to the exercise of warrants with exercise prices ranging from $0.0001 to $1.00.

Options

As of June 30, 2019, 4,036,750 shares of our Common Stock were issuable pursuant to the exercise of options with exercise prices ranging from $0.08 to $0.31.

Off Balance Sheet Arrangements

We did not have, during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined under applicable Securities and Exchange Commission rules.

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Contractual Obligations

	Operating			Capital			Total
	Leases			Leases			Commitments
2019 (July through December)	$	174,091		$	9,174		$	183,265
2020		234,891			4,587			239,478
2021		75,019			—			75,019
2022		28,443			—			28,443
2023		—			—			—
Total lease payments		512,444			13,761			526,205
Less interest		(93,618	)		(621	)		(94,239	)
Present value of lease liabilities	$	418,826		$	13,140		$	431,966

Operating lease commitments relate to four leases in Naples, Florida. First, the Company entered into an operating lease for its main office in Naples, Florida. The lease commenced on August 1, 2013 and expires July 31, 2020. The lease is for a 6901 square-foot space. The base rent for the first full year of the lease term is $251,287 per annum with increases during the period. Second, the Company entered into another operating lease in the same building for an additional 361 square feet space for use of the medical equipment for the same period. The base rent for the first full year of the lease term is $13,140 per annum. Third, the Company leases on a month-to-month basis approximately 2,500 square feet of office space in Naples, FL for its Digital Healthcare segment. Monthly rent is approximately $3,300. Fourth, NCFM leases its office in Naples, Florida. The lease commenced on April 5, 2019 and expires May 30, 2022. The lease is for an approximately 3,700 square-foot space. The base rent for the first full year of the lease term is $66,825 per annum with increases during the remaining lease period.

Financing lease commitments are comprised of a capital equipment finance lease for Ultrasound equipment with Everbank. There was no interest on this lease. The monthly payment is $1,529 for 60 months ending in March 2020.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined in Rule 229.10(f)(1).

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our internal control over financial reporting as of June 30, 2019 based on the framework in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013. Based on that evaluation, our management concluded that our internal control over financial reporting was effective at June 30, 2019.

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended) during the fiscal quarter ended June 30, 2019 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

Item 1A. Risk Factors

The Company is not required to provide the information required by this item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Except as previously disclosed in a Current Report on Form 8-K, or as set forth below, the Company has not sold securities that were not registered under the Securities Act of 1933, as amended (the “Securities Act”), during the period covered by this report.

On April 12, 2019, we issued 3,968,254 shares to the seller as partial consideration for our acquisition of HCFM.

On April 16, we issued 50,000 common shares to accredited investors as an inducement to enter into convertible promissory note transactions.

On May 9, 2019, we issued 30,000 common shares to a third-party consultant as partial compensation for professional services.

During May and June 2019, we issued 740,002 common shares to a convertible note holder upon conversion of outstanding principal by the note holder.

The sales of the above securities were exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, as transactions by an issuer not involving any public offering. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof, and appropriate restrictive legends were placed upon the stock certificates issued in these transactions.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit No.	Exhibit Description
10.1	Securities Purchase Agreement with Morningview Financial LLC dated January 2, 2018 (Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 15, 2018)
10.2	Convertible Promissory Note with Morningview Financial LLC dated January 2, 2018 (Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 15, 2018)
10.3	Securities Purchase Agreement with Auctus Fund LLC dated February 2, 2018 (Filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 15, 2018)
10.4	Convertible Promissory Note with Auctus Fund LLC dated February 2, 2018 (Filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 15, 2018)
10.6	Securities Purchase Agreement with EMA Financial LLC dated February 13, 2018 (Filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 15, 2018)
10.7	Convertible Promissory Note with EMA Financial LLC dated February 13, 2018 (Filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 15, 2018)
10.8	Form of Warrant Agreement issued to Dr. Michael Dent (Filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 15, 2018)
10.9	Securities Purchase Agreement with LG Capital Funding LLC dated March 5, 2018 (Filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 15, 2018)
10.10	Convertible Promissory Note with LG Capital Funding LLC dated March 5, 2018 (Filed as Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 15, 2018)
10.11	Form of Securities Purchase Agreement with BHP Capital NY Inc. dated January 14, 2019 (Filed as Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 15, 2019)
10.12	Form of Convertible Promissory Note with BHP Capital NY Inc. dated January 14, 2019  (Filed as Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 15, 2019)
10.13	Agreement and Plan of Merger, dated January 15, 2019, by and among HealthLynked Corp., HLYK Florida, LLC,  Hughes Center for Functional Medicine, P.A., and Pamela A. Hughes, D.O. (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 22, 2019)
10.14	Press Release, dated January 22, 2019 (Filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 22, 2019)
10.15	Form of Securities Purchase Agreement with Power Up Lending Group Ltd. dated January 24, 2019  (Filed as Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 15, 2019)
10.16	Form of Convertible Promissory Note with Power Up Lending Group Ltd. dated January 24, 2019  (Filed as Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 15, 2019)
10.17	First Amendment to Agreement and Plan of Merger, dated April 12, 2019, by and among HealthLynked Corp., HLYK Florida, LLC, Hughes Center for Functional Medicine, P.A., and Pamela A. Hughes, D.O. (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 18, 2019)
10.18	Form of Securities Purchase Agreement with Power Up Lending Group Ltd. dated April 3, 2019  (Filed as Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 15, 2019)
10.19	Form of Convertible Promissory Note with Power Up Lending Group Ltd. dated April 3, 2019  (Filed as Exhibit 10.19 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 15, 2019)
10.20	Form of Securities Purchase Agreement with BHP Capital NY Inc. and Jefferson Street Capital LLC dated April 11, 2019  (Filed as Exhibit 10.20 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 15, 2019)
10.21	Form of Convertible Promissory Note with BHP Capital NY Inc. dated April 11, 2019  (Filed as Exhibit 10.21 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 15, 2019)
10.22	Form of Convertible Promissory Note with Jefferson Street Capital LLC dated April 11, 2019  (Filed as Exhibit 10.22 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 15, 2019)
10.23	Form of Convertible Promissory Note with Iconic Holdings LLC dated April 15, 2019  (Filed as Exhibit 10.23 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 15, 2019)

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Exhibit No.	Exhibit Description
10.24	Form of Securities Purchase Agreement with Power Up Lending Group Ltd. dated May 7, 2019  (Filed as Exhibit 10.24 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 15, 2019)
10.25	Form of Convertible Promissory Note with Power Up Lending Group Ltd. dated May 7, 2019 (Filed as Exhibit 10.25 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 15, 2019)
10.26*	Form of Securities Purchase Agreement with Morningview Financial LLC dated June 3, 2019
10.27*	Form of Convertible Promissory Note with Morningview Financial LLC dated June 3, 2019
10.28*	Form of Securities Purchase Agreement with BHP Capital NY Inc. and Jefferson Street Capital LLC dated July 11, 2019
10.29*	Form of Convertible Promissory Note with BHP Capital NY Inc. dated July 11, 2019
10.30*	Form of Convertible Promissory Note with Jefferson Street Capital LLC dated July 11, 2019
10.31*	Form of Securities Purchase Agreement with Power Up Lending Group Ltd. dated July 16, 2019
10.32*	Form of Convertible Promissory Note with Power Up Lending Group Ltd. dated July 16, 2019
10.33*	Form of Securities Purchase Agreement with GS Capital Partners LLC dated July 18, 2019
10.34*	Form of Convertible Promissory Note with GS Capital Partners LLC dated July 18, 2019
31.1*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer.
31.2*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer.
32.1*	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
32.2*	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
101*	XBRL Instance Document
	XBRL Taxonomy Extension Schema Document
	XBRL Taxonomy Extension Calculation Linkbase Document
	XBRL Taxonomy Extension Definition Linkbase Document
	XBRL Taxonomy Extension Label Linkbase Document
	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: August 14, 2019

HEALTHLYNKED CORP.
By:	/s/ Michael Dent
	Name:	Michael Dent
	Title:	Chief Executive Officer and Chairman (Principal Executive Officer)

By:	/s/ George O’Leary
	Name:	George O’Leary
	Title:	Chief Financial Officer (Principal Financial Officer)

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EX-10.26

Exhibit 10.26

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 3, 2019, by and between HEALTHLYNKED CORP., a Nevada corporation, with headquarters located at 1726 Medical Blvd., Suite 101, Naples, FL 34110 (the “Company”), and MORNINGVIEW FINANCIAL, LLC, a Wyoming limited liability company, with its address at 401 Park Ave. South, 10th Floor, New York, NY 10016 (the “Buyer”).

WHEREAS:

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”);

B. Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, the 10% convertible note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of US$154,000.00 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”), convertible into shares of common stock of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note; and

C. The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of Note as is set forth immediately below its name on the signature pages hereto.

NOW THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

1. PURCHASE AND SALE OF NOTE.

a. Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of Note as is set forth immediately below the Buyer’s name on the signature pages hereto, subject to the express terms of the Note.

b. Form of Payment. On or around the Closing Date (as defined below), the Buyer shall pay the purchase price for Note, which is equal to $154,000.00 (the “Purchase Price”) by wire transfer of immediately available funds, in accordance with the Company’s written wiring instructions, against delivery of the Note, and (i) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer.

c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be 5:00 P.M., Eastern Standard Time on or about June 3, 2019, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

2. REPRESENTATIONS AND WARRANTIES OF THE BUYER. The Buyer represents and warrants to the Company that:

a. Investment Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note (including, without limitation, such additional shares of Common Stock, if any, as are issuable (i) on account of interest on the Note or (ii) as a result of the events described in Sections 1.3 and 1.4(g) of the Note, such shares of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Note, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

b. Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

c. Information. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, afforded the opportunity to ask questions of the Company. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below. The Buyer understands that its investment in the Securities involves a significant degree of risk. The Buyer is not aware of any facts that may constitute a breach of any of the Company’s representations and warranties made herein.

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d. Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

e. Transfer or Re-sale. The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

f. Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Conversion Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

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The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

g. Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.

h. Residency. The Buyer is a resident of the jurisdiction set forth immediately below the Buyer’s name on the signature pages hereto.

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3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to the Buyer that:

a. Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. Schedule 3(a) sets forth a list of all of the Subsidiaries of the Company and the jurisdiction in which each is incorporated. The Company and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

b. Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

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c. Capitalization. Except as disclosed in the SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note) exercisable for, or convertible into or exchangeable for shares of Common Stock and sufficient shares are reserved for issuance upon conversion of the Note (as required by the Note and transfer agent share reserve letter). All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in the SEC Documents, as of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company’s Chief Executive on behalf of the Company as of the Closing Date.

d. Issuance of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

e. Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Conversion Shares upon conversion of the Note. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Note in accordance with this Agreement, the Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

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f. No Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). Neither the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation, By-laws or other organizational documents and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time or both could put the Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party or by which any property or assets of the Company or any of its Subsidiaries is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any governmental entity. Except as specifically contemplated by this Agreement and as required under the 1933 Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory agency, self-regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement, the Note in accordance with the terms hereof or thereof or to issue and sell the Note in accordance with the terms hereof and to issue the Conversion Shares upon conversion of the Note. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of the Over-the-Counter Bulletin Board (the “OTCBB”), the OTCQB or any similar quotation system, and does not reasonably anticipate that the Common Stock will be delisted by the OTCBB, the OTCQB or any similar quotation system, in the foreseeable future. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

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g. SEC Documents; Financial Statements. The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). The Company has delivered to the Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act. For the avoidance of doubt, filing of the documents required in this Section 3(g) via the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) shall satisfy all delivery requirements of this Section 3(g).

h. Absence of Certain Changes. There have been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.

i. Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material Adverse Effect. Schedule 3(i) contains a complete list and summary description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard to whether it would have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

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j. Patents, Copyrights, etc. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); Except as disclosed in the SEC Documents, there is no claim or action by any person pertaining to, or proceeding pending, or to the Company’s knowledge threatened, which challenges the right of the Company or of a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of the Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products, services and processes do not infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing. The Company and each of its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their Intellectual Property.

k. No Materially Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement which in the judgment of the Company’s officers has or is expected to have a Material Adverse Effect.

l. Tax Status. The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim. The Company has not executed a waiver with respect to the statute of limitations relating to the assessment or collection of any foreign, federal, state or local tax. None of the Company’s tax returns is presently being audited by any taxing authority.

m. Certain Transactions. Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries makes payments in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain from third parties and other than the grant of stock options disclosed on Schedule 3(c), none of the officers, directors, or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

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n. Disclosure. All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the Buyer pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct in all material respects and the Company has not omitted to state any material fact necessary in order to make the statements made herein or therein, in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or exists with respect to the Company or any of its Subsidiaries or its or their business, properties, prospects, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed (assuming for this purpose that the Company’s reports filed under the 1934 Act are being incorporated into an effective registration statement filed by the Company under the 1933 Act).

o. Acknowledgment Regarding Buyer’ Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s length purchasers with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer’ purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

p. No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

q. No Brokers. The Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby.

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r. Permits; Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”), and there is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any notification with respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to possible conflicts, defaults or violations, which conflicts, defaults or violations would not have a Material Adverse Effect.

s. Environmental Matters.

(i) There are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company, no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions, activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state, local or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing, nor is any action pending or, to the Company’s knowledge, threatened in connection with any of the foregoing. The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

(ii) Other than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained on or about any real property currently owned, leased or used by the Company or any of its Subsidiaries, and no Hazardous Materials were released on or about any real property previously owned, leased or used by the Company or any of its Subsidiaries during the period the property was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the Company’s or any of its Subsidiaries’ business.

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(iii) There are no underground storage tanks on or under any real property owned, leased or used by the Company or any of its Subsidiaries that are not in compliance with applicable law.

t. Title to Property. Except as disclosed in the SEC Documents the Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.

u. Internal Accounting Controls. Except as disclosed in the SEC Documents the Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient, in the judgment of the Company’s board of directors, to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

v. Foreign Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other person acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

w. Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year. For the avoidance of doubt any disclosure of the Borrower’s ability to continue as a “going concern” shall not, by itself, be a violation of this Section 3(w).

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x. No Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment Company”). The Company is not controlled by an Investment Company.

y. Insurance. Upon written request the Company will provide to the Buyer true and correct copies of all policies relating to directors’ and officers’ liability coverage, errors and omissions coverage, and commercial general liability coverage, if any.

z. Bad Actor. No officer or director of the Company would be disqualified under Rule 506(d) of the Securities Act as amended on the basis of being a “bad actor” as that term is established in the September 19, 2013 Small Entity Compliance Guide published by the Securities and Exchange Commission.

aa. Breach of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under Section 3.4 of the Note.

4. COVENANTS.

a. Best Efforts. The parties shall use their commercially reasonable best efforts to satisfy timely each of the conditions described in Section 6 and 7 of this Agreement.

b. Use of Proceeds. The Company shall use the proceeds from the sale of the Note for working capital and other general corporate purposes and shall not, directly or indirectly, use such proceeds for any loan to or investment in any other corporation, partnership, enterprise or other person (except in connection with its currently existing direct or indirect Subsidiaries).

c. Financial Information. The Company agrees to send or make available the following reports to the Buyer until the Buyer transfers, assigns, or sells all of the Securities: (i) within ten (10) days after the filing with the SEC, a copy of its Annual Report on Form 10-K its Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K; (ii) within one (1) day after release, copies of all press releases issued by the Company or any of its Subsidiaries; and (iii) contemporaneously with the making available or giving to the shareholders of the Company, copies of any notices or other information the Company makes available or gives to such shareholders. For the avoidance of doubt, filing the documents required in (i) above via EDGAR or releasing any documents set forth in (ii) above via a recognized wire service shall satisfy the delivery requirements of this Section 4(f).

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d. Listing. The Company shall promptly secure the listing of the Conversion Shares upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and, so long as the Buyer owns any of the Securities, shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all Conversion Shares from time to time issuable upon conversion of the Note. The Company will obtain and, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the OTCBB, OTCQB, OTC Pink or any equivalent replacement exchange, the Nasdaq National Market (“Nasdaq”), the Nasdaq SmallCap Market (“Nasdaq SmallCap”), the New York Stock Exchange (“NYSE”), or the NYSE MKT and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any material notices it receives from the OTCBB, OTCQB and any other exchanges or quotation systems on which the Common Stock is then listed regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation systems.

e. Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, OTCQB, OTC Pink, Nasdaq, NasdaqSmallCap, NYSE or AMEX.

f. No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable to the Company or its securities.

g. Failure to Comply with the 1934 Act. So long as the Buyer beneficially owns the Note, the Company shall comply with the reporting requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of the 1934 Act.

h. Trading Activities. Neither the Buyer nor its affiliates has an open short position (or other hedging or similar transactions) in the common stock of the Company and the Buyer agree that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging transactions with respect to the common stock of the Company.

i. Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an event of default under Section 3.3 of the Note.

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5. Transfer Agent Instructions. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that: (i) no stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If the Buyer provides the Company, at the cost of the Buyer, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

6. CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

a. The Buyer shall have executed this Agreement and delivered the same to the Company.

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b. The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

c. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.

d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

7. CONDITIONS PRECEDENT TO THE BUYER’S OBLIGATION TO PURCHASE. The obligation of the Buyer hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

a. The Company shall have executed this Agreement and delivered the same to the Buyer.

b. The Company shall have delivered to the Buyer duly executed Note (in such denominations as the Buyer shall request) in accordance with Section 1(b) above.

c. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, but not limited to certificates with respect to the Company’s Certificate of Incorporation, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby.

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d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

e. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.

f. The Conversion Shares shall have been authorized for quotation on the OTCBB, OTCQB or any similar quotation system and trading in the Common Stock on the OTCBB, OTCQB or any similar quotation system shall not have been suspended by the SEC or the OTCBB, OTCQB or any similar quotation system.

g. The Buyer shall have received an officer’s certificate described in Section 3(c) above, dated as of the Closing Date.

8. GOVERNING LAW; MISCELLANEOUS.

a. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Buyer waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

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b. Counterparts; Signatures by Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

c. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

d. Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

e. Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.

f. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, facsimile, or electronic mail, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile or electronic mail, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

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If to the Company, to:

HEALTHLYNKED CORP.

1726 Medical Blvd., Suite 101

Naples, FL 34110

e-mail: goleary@healthlynked.com

If to the Holder, to:

MORNINGVIEW FINANCIAL, LLC

401 Park Ave. South, 10th Floor

New York, NY 10016

e-mail: max@morningviewfn.com

Each party shall provide notice to the other party of any change in address.

g. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

h. Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

i. Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

j. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

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k. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

l. Remedies.

(i) The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

(ii) In addition to any other remedy provided herein or in any document executed in connection herewith, Borrower shall pay Holder for all costs, fees and expenses in connection with any litigation, contest, dispute, suit or any other action to enforce any rights of Holder against Borrower in connection herewith, including, but not limited to, costs and expenses and attorneys’ fees, and costs and time charges of counsel to Holder. In furtherance of the foregoing, Borrower shall pay an amount equal to $25,000 to the Holder immediately upon the Holder’s filing of any litigation, contest, dispute, suit or any other action to enforce any rights of Holder against Borrower in connection herewith, which such amount shall be used to pay Holder’s attorneys’ fees, cost and expenses. Additional amounts shall be paid by Borrower to Holder immediately upon Borrower’s receipt of invoices from Holder’s attorney evidencing the charges and fees assessed in connection with any such litigation, contest, dispute, suit or any other action to enforce any rights of Holder and, upon receiving such invoices which indicate outstanding fees in excess of $20,000 at any time, Borrower shall promptly pay an additional $25,000 to Holder to be used in satisfaction of additional attorneys’ fees, and costs and time charges of counsel to Holder. Such payments shall continue indefinitely until said litigation, contest, dispute, suit or any other action to enforce any rights of Holder against Borrower is settled to the satisfaction of the Holder. Further, Borrower agrees to save and hold Holder harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses.

m. Publicity. The Company, and the Buyer shall have the right to review a reasonable period of time before issuance of any press releases, SEC, OTCQB (or other applicable trading market), or FINRA filings, or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Buyer, to make any press release or SEC, OTCQB (or other applicable trading market) or FINRA filings with respect to such transactions as is required by applicable law and regulations (although the Buyer shall be consulted by the Company in connection with any such press release prior to its release and shall be provided with a copy thereof).

[ - signature page follows - ]

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IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

HEALTHLYNKED CORP.

By:
Name:	George O’Leary
Title:	Chief Financial Officer

MORNINGVIEW FINANCIAL, LLC

By:
Name:	Max Riccio
Title:	Authorized Signatory

AGGREGATE SUBSCRIPTION AMOUNT:

Aggregate Principal Amount of Note:	US$	154,000.00
Aggregate Purchase Price:	US$	154,000.00	*

* The $154,000.00 purchase price shall be paid within a reasonable amount of time after the full execution of the Note and all related transaction documentation.

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EX-10.27

Exhibit 10.27

NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $154,000.00	Issue Date: June 3, 2019
Purchase Price: $154,000.00

CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, HEALTHLYNKED CORP., a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of MORNINGVIEW FINANCIAL, LLC, a Wyoming limited liability company, or registered assigns (the “Holder”) the principal sum of $154,000.00 (the “Principal Amount”), together with interest at the rate of ten percent (10%) per annum, at maturity or upon acceleration or otherwise, as set forth herein (the “Note”). The consideration to the Borrower for this Note is $154,000.00 (the “Consideration”). At the closing, the outstanding principal amount under this Note shall be $154,000.00. The maturity date shall be twelve (12) months from the Issue Date (the “Maturity Date”), and is the date upon which the principal sum, as well as any accrued and unpaid interest and other fees shall be due and payable. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note, which is not paid by the Maturity Date, shall bear interest at the rate of the lesser of (i) eighteen percent (18%) per annum and (ii) the maximum amount permitted by applicable law from the due date thereof until the same is paid (“Default Interest”). Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder (to the extent not converted into the Borrower’s common stock (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business day and, in the case of any interest payment date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain closed.

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This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

The following additional terms shall also apply to this Note:

ARTICLE I. CONVERSION RIGHTS

1.1 Conversion Right. The Holder shall have the right at any time on or after the 180th calendar day after the Issue Date to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however, that the limitations on conversion may be waived (up to a maximum of 9.99%) by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof.

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1.2 Conversion Price.

(a) Calculation of Conversion Price. The Conversion Price shall equal the Variable Conversion Price (as defined herein) (subject, in each case, to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events)(also subject to adjustment as further described herein). The "Variable Conversion Price" shall mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%). “Market Price” means the lowest one (1) Trading Price (as defined below) for the Common Stock during the fifteen (15) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the lowest traded price on the Over-the-Counter Pink Marketplace, OTCQB, or applicable trading market (the “Trading Market”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. www.Nasdaq.com) or, if the Trading Market is not the principal trading market for such security, on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading price of such security is not available in any of the foregoing manners, the lowest intraday price of any market makers for such security that are quoted on the OTC Markets. If the Trading Prices cannot be calculated for such security on such date in the manner provided above, the Trading Prices shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Prices are required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the Trading Market, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. If at any time while this Note is outstanding, an Event of Default (as defined herein) occurs, then an additional discount of 15% shall be factored into the Variable Conversion Price until this Note is no longer outstanding (resulting in a discount rate of 54% assuming no other adjustments are triggered hereunder). If at any time while this Note is outstanding, the Borrower’s Common Stock are not deliverable via DWAC, an additional 10% discount shall be factored into the Variable Conversion Price until this Note is no longer outstanding (resulting in a discount rate of 49% assuming no other adjustments are triggered hereunder).

Each time, while this Note is outstanding, the Borrower enters into a Section 3(a)(9) transaction (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3^rd party has the right to convert monies owed to that 3^rd party (or receive shares pursuant to a settlement or otherwise) at a discount to market greater than the Variable Conversion Price in effect at that time (prior to all other applicable adjustments in the Note), then the Variable Conversion Price shall be automatically adjusted to such greater discount percentage (prior to all applicable adjustments in this Note) until this Note is no longer outstanding. Each time, while this Note is outstanding, the Borrower enters into a Section 3(a)(9) transaction (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3^rd party has a look back period greater than the look back period in effect under the Note at that time, then the Holder’s look back period shall automatically be adjusted to such greater number of days until this Note is no longer outstanding. The adjustments in this paragraph, with respect to Section 3(a)(9) transactions, shall not take effect unless the holder of the note with more favorable terms is eligible to convert. The Borrower shall give written notice to the Holder, with the adjusted Variable Conversion Price and/or adjusted look back period (each adjustment that is applicable due to the triggering event), within one (1) business day of an event that requires any adjustment described in the two immediately preceding sentences.

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Holder shall be entitled to deduct $500.00 from the conversion amount in each Notice of Conversion to cover Holder’s deposit fees associated with each Notice of Conversion. All expenses incurred by Holder with respect to the Borrower’s transfer agent, for the issuance of the Common Stock into which this Note is convertible into, shall immediately and automatically be added to the balance of the Note at such time as the expenses are incurred by Holder.

If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price.

1.3 Authorized Shares. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note. The Borrower is required at all times to have authorized and reserved five (5) times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the Notes in effect from time to time)(the “Reserved Amount”). The Reserved Amount shall be increased from time to time in accordance with the Borrower’s obligations hereunder. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Notes. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.

If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of the Note.

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1.4 Method of Conversion.

(a) Mechanics of Conversion. Subject to Section 1.1, this Note may be converted by the Holder in whole or in part, at any time on or after the 180th calendar day after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section 1.4(b), surrendering this Note at the principal office of the Borrower.

(b) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Borrower shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.

(c) Payment of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have established to the satisfaction of the Borrower that such tax has been paid.

(d) Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within two (2) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof.

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(e) Obligation of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is received by the Borrower before 6:00 p.m., New York, New York time, on such date.

(f) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions contained in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system.

(g) Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline (other than a failure due to the circumstances described in Section 1.3 above, which failure shall be governed by such Section) the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly the parties acknowledge that the liquidated damages provision contained in this Section 1.4(g) are justified.

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1.5 Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor rule) (“Rule 144”) or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor. Except as otherwise provided (and subject to the removal provisions set forth below), until such time as the shares of Common Stock issuable upon conversion of this Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of Common Stock issuable upon conversion of this Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

The legend set forth above shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if (i) the Borrower or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall be accepted by the Borrower so that the sale or transfer is effected or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold. In the event that the Borrower does not accept the opinion of counsel provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

1.6 [Intentionally Omitted].

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1.7 Status as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby (other than the shares, if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion of the Reserved Amount or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as a Holder of such converted portion of this Note shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Borrower to comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the tenth (10th) business day after the expiration of the Deadline with respect to a conversion of any portion of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder of this Note with respect to such unconverted portions of this Note and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder or, if the Note has not been surrendered, adjust its records to reflect that such portion of this Note has not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments pursuant to Section 1.3 to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 1.3) for the Borrower’s failure to convert this Note.

ARTICLE II. CERTAIN COVENANTS

2.1 Distributions on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Borrower’s disinterested directors.

2.2 Restriction on Stock Repurchases. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Borrower or any warrants, rights or options to purchase or acquire any such shares.

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ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

3.1 Failure to Pay Principal or Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise, and such breach continues for a period of five (5) days.

3.2 Conversion and the Shares. The Borrower fails to reserve a sufficient amount of shares of common stock as required under the terms of this Note (including Section 1.3 of this Note), fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for two (2) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent.

3.3 Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and any collateral documents and such breach continues for a period of ten (10) days after written notice thereof to the Borrower from the Holder.

3.4 Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith, shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note.

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3.5 Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

3.6 Judgments. Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or any of its property or other assets for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.

3.7 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

3.8 Delisting of Common Stock. The Borrower shall fail to maintain the listing or quotation of the Common Stock on the Trading Market or an equivalent replacement exchange, the Nasdaq Global Market, the Nasdaq Capital Market, the New York Stock Exchange, or the NYSE MKT.

3.9 Failure to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act (including but not limited to becoming delinquent in its filings), and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

3.10 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

3.11 Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

3.12 Financial Statement Restatement. The Borrower replaces its auditor, or any restatement of any financial statements filed by the Borrower with the SEC for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note.

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3.13 Replacement of Transfer Agent. In the event that the Borrower replaces its transfer agent, and the Borrower fails to provide prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

3.14 Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any of the other financial instrument, including but not limited to all convertible promissory notes, currently issued, or hereafter issued, by the Borrower, to the Holder or any other 3^rd party (the “Other Agreements”), after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note, in which event the Holder shall be entitled to apply all rights and remedies of the Holder under the terms of this Note by reason of a default under said Other Agreement or hereunder.

3.15 Inside Information. Any attempt by the Borrower or its officers, directors, and/or affiliates to transmit, convey, disclose, or any actual transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public information concerning the Borrower, to the Holder or its successors and assigns, which is not immediately cured by Borrower’s filing of a Form 8-K pursuant to Regulation FD on that same date.

3.16 No bid. At any time while this Note is outstanding, the lowest Trading Prices on the Trading Market or other applicable principal trading market for the Common Stock is equal to or less than $0.0001.

Upon the occurrence of any Event of Default specified in Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, and/or 3.16, exercisable through the delivery of written notice to the Borrower by such Holders (the “Default Notice”), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to 150% (EXCEPT THAT 150% SHALL BE REPLACED WITH 200% WITH RESPECT TO A DEFAULT UNDER SECTION 3.2) multiplied by the then outstanding entire balance of the Note (including principal and accrued and unpaid interest) plus Default Interest, if any, plus any amounts owed to the Holder pursuant to Sections 1.4(g) hereof (collectively, in the aggregate of all of the above, the “Default Sum”), and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

The Holder shall have the right at any time to require the Borrower to issue the number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect, subject to issuance in tranches due to the beneficial ownership limitations contained in this Note.

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ARTICLE IV. MISCELLANEOUS

4.1 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

4.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, facsimile, or electronic mail addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery, upon electronic mail delivery, or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Borrower, to:

HEALTHLYNKED CORP.

1726 Medical Blvd., Suite 101

Naples, FL 34110

e-mail: goleary@healthlynked.com

If to the Holder:

MORNINGVIEW FINANCIAL, LLC

401 Park Ave. South, 10th Floor

New York, NY 10016

e-mail: max@morningviewfn.com

4.3 Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.

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4.4 Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Neither the Borrower nor the Holder shall assign this Note or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, the Holder may assign its rights hereunder to any “accredited investor” (as defined in Rule 501(a) of the 1933 Act) in a private transaction from the Holder or to any of its “affiliates”, as that term is defined under the 1934 Act, without the consent of the Borrower. Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.

4.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

4.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state and/or federal courts of New York, NY. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

4.7 Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding principal amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares of Common Stock.

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4.8 Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

4.9 Prepayment. Notwithstanding anything to the contrary contained in this Note, the Borrower may prepay this Note, during the initial 180 calendar day period after the issuance of this Note, by making a payment to the Holder of an amount in cash equal to 125% multiplied by the total amount outstanding under the Note. The Borrower may not prepay this Note after the 180^th calendar day after the issuance of this Note.

4.10 Usury. To the extent it may lawfully do so, the Borrower hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter in force, in connection with any action or proceeding that may be brought by the Holder in order to enforce any right or remedy under this Note. Notwithstanding any provision to the contrary contained in this Note, it is expressly agreed and provided that the total liability of the Borrower under this Note for payments which under the applicable law are in the nature of interest shall not exceed the maximum lawful rate authorized under the law applicable to this Note (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums which under the law applicable to this Note in the nature of interest that the Borrower may be obligated to pay under this Note exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by the law applicable to this Note is increased or decreased by statute or any official governmental action subsequent to the Issue Date, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to this Note from the effective date thereof forward, unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Borrower to the Holder with respect to indebtedness evidenced by this the Note, such excess shall be applied by the Holder to the unpaid principal balance of any such indebtedness or be refunded to the Borrower, the manner of handling such excess to be at the Holder’s election.

4.11 Section 3(a)(10) Transactions. If at any time while this Note is outstanding, the Borrower enters into a transaction structured in accordance with, based upon, or related or pursuant to, in whole or in part, Section 3(a)(10) of the Securities Act (a “3(a)(10) Transaction”), then a liquidated damages charge of 25% of the outstanding principal balance of this Note at that time, will be assessed and will become immediately due and payable to the Holder, either in the form of cash payment or as an addition to the balance of the Note, as determined by mutual agreement of the Borrower and Holder.

4.12 Reverse Split Penalty. If at any time while this Note is outstanding, the Borrower effectuates a reverse split with respect to the Common Stock, then a liquidated damages charge of 25% of the outstanding principal balance of this Note at that time, will be assessed and will become immediately due and payable to the Holder, either in the form of cash payment or as an addition to the balance of the Note, as determined by mutual agreement of the Borrower and Holder.

[signature page to follow]

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IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this June 3, 2019.

HEALTHLYNKED CORP.
By:
Name:	George O’Leary
Title:	Chief Financial Officer

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EXHIBIT A -- NOTICE OF CONVERSION

The undersigned hereby elects to convert $                       principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of HEALTHLYNKED CORP., a Nevada corporation (the “Borrower”) according to the conditions of the convertible note of the Borrower dated as of June 3, 2019 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

☐ The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).

Name of DTC Prime

Broker: Account Number:

☐ The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

Date of Conversion:	___________
Applicable Conversion Price:	$__________
Number of Shares of Common Stock to be Issued Pursuant to Conversion of the Notes:	___________
Amount of Principal Balance Due remaining Under the Note after this conversion:	___________

MORNINGVIEW FINANCIAL, LLC

By:

Name:

Title:

Date:

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EX-10.28

Exhibit 10.28

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 11, 2019, by and between HealthLynked Corp., a Nevada corporation, with its address at 1726 Medical Blvd, Suite 101, Naples, Florida 34110 (the “Company”), and each of the buyers as set forth on Schedule I hereto (the “Buyers” and each a “Buyer”).

WHEREAS:

A. The Company and the Buyers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”); and

B. Buyers desire to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement the convertible notes of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $135,850.00 as set forth on Schedule I hereto (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”), convertible into shares of common stock, $0.0001 par value per share, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Notes.

NOW THEREFORE, the Company and the Buyers severally (and not jointly) hereby agree as follows:

1. Purchase and Sale of Notes.

a. Purchase of Notes. On the Closing Date (as defined below), the Company shall issue and sell to the Buyers and the Buyers agree to purchase from the Company such principal amount of Notes as is set forth on Schedule I hereto.

b. Form of Payment. On the Closing Date (as defined below), (i) each of the Buyers shall pay the purchase price for the Notes to be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Notes in the principal amount equal to the Purchase Price as is set forth on Schedule I attached hereto, and the Company shall deliver such duly executed Notes on behalf of the Company, to each of the Buyers, against delivery of such Purchase Price.

c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Notes pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon, Eastern Standard Time on or about July 11, 2019, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

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2. Buyers’ Representations and Warranties. The Buyers represent and warrant to the Company that:

a. Investment Purpose. As of the date hereof, the Buyers are purchasing the Notes and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Notes (such shares of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Notes, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act.

b. Accredited Investor Status. The Buyers are “accredited investors” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

c. Reliance on Exemptions. The Buyers understand that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyers’ compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyers set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyers to acquire the Securities.

d. Information. The Company has not disclosed to the Buyers any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyers.

e. Legends. The Buyers understand that the Notes and, until such time as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.”

The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyers agree to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyers with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Notes.

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f. Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyers, and this Agreement constitutes a valid and binding agreement of the Buyers enforceable in accordance with its terms.

3. Representations and Warranties of the Company. The Company represents and warrants to the Buyers that:

a. Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

b. Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Notes and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Notes by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Notes, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

c. Capitalization. As of the date hereof, the authorized common stock of the Company consists of 500,000,000 authorized shares of Common Stock, $0.0001 par value per share, of which 101,350,960 shares of common stock are issued and outstanding, and 20,000,000 shares of Series A Preferred Stock, of which 0 shares are issued and outstanding; and 6,000,000 shares in the aggregate are reserved for issuance upon conversion of the Notes. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. As of the date hereof, $420,000.00 aggregate principal amount of variable priced convertible securities are outstanding.

d. Issuance of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Notes in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

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e. No Conflicts. The execution, delivery and performance of this Agreement, the Notes by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the Buyers own any of the Securities, in violation of any law, ordinance or regulation of any governmental entity. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith.

f. SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Buyers true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates or if amended, as of the dates of the amendments, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates or if amended, as of the dates of the amendments, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The Company is subject to the reporting requirements of the 1934 Act.

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g. Absence of Certain Changes. Since June 30, 2018, except as set forth in the SEC Documents, there has been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.

h. Absence of Litigation. Except as set forth in the SEC Documents, there is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

i. No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyers. The issuance of the Securities to the Buyers will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

j. No Brokers. The Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby.

k. No Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment Company”). The Company is not controlled by an Investment Company.

l. Breach of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyers pursuant to this Agreement, it will be considered an Event of default under Section 3.4 of the Notes.

4. COVENANTS.

a. Best Efforts. The Company shall use its best efforts to satisfy timely each of the conditions described in Section 7 of this Agreement.

b. Form D; Blue Sky Laws. The Company agrees to timely make any filings required by federal and state laws as a result of the closing of the transactions contemplated by this Agreement.

c. Use of Proceeds. The Company shall use the proceeds for general working capital purposes.

d. Corporate Existence. So long as the Buyers beneficially own any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except with the prior written consent of the Buyers.

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e. Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies available to the Buyers pursuant to this Agreement, it will be considered an event of default under Section 3.4 of the Notes.

f. Failure to Comply with the 1934 Act. So long as the Buyers beneficially own the Notes, the Company shall comply with the reporting requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of the 1934 Act.

g. Trading Activities. Neither the Buyers nor their affiliates has an open short position in the common stock of the Company and the Buyers agrees that they shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging transactions with respect to the common stock of the Company.

h. Transaction Expense Amount. The Company shall pay an original issue discount to the Buyers on each Note in the amount of $2,925.00 (the “OID”). The OID has been added to the principal amount of the Notes and the Principal Amount of each Note is $67,925.00.

i. Common Stock Issuance. As additional consideration for the Buyers loaning the Purchase Price to the Company, the Company shall issue each of the Buyers 16,250 shares of Common Stock of the Company upon execution hereof (the “Common Stock Issuance”).

5. Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyers or their nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyers to the Company upon conversion of the Notes in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount as such term is defined in the Notes) signed by the successor transfer agent to Company and the Company. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to an exemption from registration, all such certificates shall bear the restrictive legend specified in Section 2(e) of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Notes; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyers upon conversion of or otherwise pursuant to the Notes as and when required by the Notes and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyers upon conversion of or otherwise pursuant to the Notes as and when required by the Notes and/or this Agreement. If the Buyers provide the Company and the Company’s transfer, at the cost of the Buyers, with an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyers. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

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6. Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Notes to the Buyers at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

a. The Buyers shall have executed this Agreement and delivered the same to the Company.

b. The Buyers shall have delivered the Purchase Price in accordance with Section 1(b) above.

c. The representations and warranties of the Buyers shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyers shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyers at or prior to the Closing Date.

d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

7. Conditions to The Buyers Obligation to Purchase. The obligation of the Buyers hereunder to purchase the Notes at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyers’ sole benefit and may be waived by the Buyers at any time in its sole discretion:

a. The Company shall have executed this Agreement and delivered the same to the Buyers.

b. The Company shall have delivered to the Buyers the duly executed Notes (in such denominations as the Buyers shall request) in accordance with Section 1(b) above.

c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyers, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent.

d. The Company shall have delivered the Common Stock Issuance to the Buyers.

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The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyers shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyers including, but not limited to certificates with respect to the Board of Directors’ resolutions relating to the transactions contemplated hereby.

e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

f. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.

g. The Conversion Shares shall have been authorized for quotation on an exchange or electronic quotation system and trading in the Common Stock on such exchange or electronic quotation system shall not have been suspended by the SEC or an exchange or electronic quotation system.

h. The Buyers shall have received an officer’s certificate described in Section 3(d) above, dated as of the Closing Date.

8. Governing Law; Miscellaneous.

a. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Buyers waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement, the Notes or any related document or agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

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b. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.

c. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

d. Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

e. Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyers makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyers.

f. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be as set forth in the heading of this Agreement with a copy by e-mail only to Buyers’ legal counsel (which copy shall not constitute notice). Each party shall provide notice to the other party of any change in address.

g. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyers shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, the Buyers may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyers or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

h. Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyers. The Company agrees to indemnify and hold harmless the Buyers and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

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i. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

j. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

k. Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Buyers shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned Company has caused this Agreement to be duly executed as of the date first above written.

HealthLynked Corp.
By:
	Name: George O’Leary
	Title: Chief Financial Officer

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BUYER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the Execution Date.

Name of Buyer: _________________________________________

A [jurisdiction][type of entity]

Signature of Authorized Signatory of Buyer: ___________________

Name of Authorized Signatory: _____________________________

Title of Authorized Signatory: ______________________________

Principal Amount of Notes: $__________________

Purchase Prices of Notes: $ ___________________

EIN Number: _______________________________

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Schedule I

(1)	(2)	(3)	(4)
Buyer	Address and E-mail	Principal Amount of Note	Purchase Price of Note
BHP Capital NY Inc.	45 SW 9th St., Suite 1603 Miami, Florida 33130 Attn: Bryan Pantofel, President bryan@bhpcap.com	US$67,925.00	US$65,000.00
Jefferson Street Capital LLC	900 Monroe Street, Suite 908 Hoboken, New Jersey 07030 Attn: Brian Goldberg, Managing Member brian@jeffersonstreetcapital.com	US$67,925.00	US$65,000.00
		Aggregate Principal Amount US$135,850.00	Aggregate Purchase Price US$130,000.00

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EX-10.29

Exhibit 10.29

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $67,925.00	Issue Date: July 11, 2019
Purchase Price: $65,000.00

CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, HealthLynked Corp., a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of BHP Capital NY Inc., a New York corporation, or registered assigns (the “Holder”) the sum of $67,925.00 together with any interest as set forth herein, on April 11, 2020 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof at the rate of ten percent (10%) per annum (the “Interest Rate”) from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest shall be computed on the basis of a 365 day year and the actual number of days elapsed. Interest shall commence accruing on the Issue Date but shall not be payable until the Note becomes payable (whether at Maturity Date or upon acceleration or by prepayment). All payments due hereunder (to the extent not converted into common stock, $0.0001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

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The following terms shall apply to this Note:

ARTICLE I. CONVERSION RIGHTS

1.1 Conversion Right. The Holder shall have the right from time to time, and at any time during the period beginning on the Issue Date and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount (as defined in Article III), each in respect of the remaining outstanding principal amount of this Note to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The beneficial ownership limitations on conversion as set forth in the section may NOT be waived by the Holder. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”); however, if the Notice of Conversion is sent after 6:00pm, New York, New York time the Conversion Date shall be the next business day. The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.4 hereof.

1.2 Conversion Price. The conversion price (the “Conversion Price”) (subject to equitable adjustments by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events) shall equal the lesser of (i) 75% multiplied by the lowest Trading Price (as defined below) for the Common Stock during the previous thirteen (13) Trading Day period before the Issue Date of this Note, or (ii) the Variable Conversion Price (as defined herein). The “Variable Conversion Price” shall mean, 75% multiplied by the Market Price (as defined herein) (representing a discount rate of 25%). “Market Price” means the lowest Trading Price for the Common Stock during the thirteen (13) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the lowest trade price of the Common Stock on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTC is not the principal trading market for such security, the lowest trade price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no lowest trade price of such security is available in any of the foregoing manners, the average of the lowest traded prices of any market makers for such security that are listed in the “pink sheets”. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as reasonably determined by the Borrower. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

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1.3 Authorized Shares. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all times to have authorized and reserved six times the number of shares that would be issuable upon full conversion of the Note (assuming that the 4.99% limitation set forth in Section 1.1 is not in effect)(based on the respective Conversion Price of the Note (as defined in Section 1.2) in effect from time to time, initially )(the “Reserved Amount”). The Reserved Amount shall be increased (or decreased with the written consent of the Holder) from time to time in accordance with the Borrower’s obligations hereunder. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.

If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of the Note.

1.4 Method of Conversion.

(a) Mechanics of Conversion. As set forth in Section 1.1 hereof, from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, this Note may be converted by the Holder in whole or in part at any time from time to time after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section 1.4(b), surrendering this Note at the principal office of the Borrower (upon payment in full of any amounts owed hereunder).

(b) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion.

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(c) Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations hereunder, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion.

(d) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions set forth herein, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system.

(e) Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline due to action and/or inaction of the Borrower, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock (the “Fail to Deliver Fee”); provided; however that the Fail to Deliver Fee shall not be due if the failure is a result of a third party (i.e., transfer agent; and not the result of any failure to pay such transfer agent) despite the best efforts of the Borrower to effect delivery of such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 1.4(e) are justified.

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1.5 Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless: (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration (such as Rule 144 or a successor rule) (“Rule 144”); or (iii) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement).

Any restrictive legend on certificates representing shares of Common Stock issuable upon conversion of this Note shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if the Borrower or its transfer agent shall have received an opinion of counsel from Holder’s counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that (i) a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall be accepted by the Company so that the sale or transfer is effected; or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the Act; or otherwise may be sold pursuant to an exemption from registration. In the event that the Company does not reasonably accept the opinion of counsel provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration (such as Rule 144), at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

1.6 Effect of Certain Events.

(a) Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III). “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

(b) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, ten (10) days prior written notice (but in any event at least five (5) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Note. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

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(c) Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

1.7 Prepayment. Notwithstanding anything to the contrary contained in this Note, at any time during the periods set forth on the table immediately following this paragraph (the “Prepayment Periods”), the Borrower shall have the right, exercisable on not more than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.7. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to Holder, or upon the direction of the Holder as specified by the Holder in a writing to the Borrower (which direction shall to be sent to Borrower by the Holder at least one (1) business day prior to the Optional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash equal to the percentage (“Prepayment Percentage”) as set forth in the table immediately following this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4 hereof (the “Optional Prepayment Amount”). If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.7.

Prepayment Period	Prepayment Percentage
1. The period beginning on the Issue Date and ending on the date which is one hundred eighty (180) days following the Issue Date.		125	%

After the expiration of one hundred eighty (180) days following the Issue Date, the Borrower shall have no right of prepayment.

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1.8 Mandatory Prepayment Option. Notwithstanding the prepayment provisions set forth in Section 1.7 of this Note, commencing one hundred fifty (150) days from the Issue Date and terminating one hundred seventy nine (179) days from the Issue Date (the “Exercise Period”), at the sole and absolute discretion of the Holder, the Holder may demand in writing (each a “Prepayment Demand”), prepayment by the Borrower to the Holder in cash in an amount equal to 125%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note plus (y) Default Interest, if any (the “Mandatory Prepayment Amount”). Upon delivery of the Prepayment Demand, the Borrower shall have until two hundred (200) days from the Issue Date to deliver the Mandatory Prepayment Amount to the Holder (the “Prepayment Delivery Date”). In the event the Borrower fails to deliver the Mandatory Prepayment Amount to the Holder on or before the Prepayment Delivery Date, $8,000.00 shall be added to the Principal Amount of the Note on the Prepayment Delivery Date and an additional $8,000.00 shall be added to the Principal Amount of the Note for each thirty (30) day period after the Prepayment Delivery Date in which the Borrower fails to pay the Mandatory Prepayment Amount.

ARTICLE II. CERTAIN COVENANTS

2.1 Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.

ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

3.1 Failure to Pay Principal and Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity or upon acceleration and such breach continues for a period of five (5) days after written notice from the Holder.

3.2 Conversion and the Shares. The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty-eight (48) hours of a demand from the Holder.

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3.3 Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and any collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of twenty (20) days after written notice thereof to the Borrower from the Holder.

3.4 Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

3.5 Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

3.6 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

3.7 Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTC (which specifically includes the quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the New York Stock Exchange, or the American Stock Exchange.

3.8 Failure to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

3.9 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

3.10 Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

3.11 Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC at any time after 180 days after the Issuance Date for any date or period until this Note is no longer outstanding, if the result of such restatement would, by comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

3.12 Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

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3.13 Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. “Other Agreements” means, collectively, all agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder and any affiliate of the Holder, including, without limitation, promissory notes; provided, however, the term “Other Agreements” shall not include the related or companion documents to this Note. Each of the loan transactions will be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to the Holder.

Upon the occurrence and during the continuation of any Event of Default specified in Section 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due at the Maturity Date), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Default Sum (as defined herein). UPON THE OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 3.2, THE NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE AND THE BORROWER SHALL PAY TO THE HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL TO: (Y) THE DEFAULT SUM (AS DEFINED HEREIN); MULTIPLIED BY (Z) TWO (2). Upon the occurrence and during the continuation of any Event of Default specified in Sections 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due on this Note or upon acceleration), 3.3, 3.4, 3.7, 3.8, 3.10, 3.11, 3.12, 3.13, and/or 3.14 exercisable through the delivery of written notice to the Borrower by such Holders (the “Default Notice”), and upon the occurrence of an Event of Default specified the remaining sections of Articles III (other than failure to pay the principal hereof or interest thereon at the Maturity Date specified in Section 3,1 hereof), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the greater of (i) 150% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the “Mandatory Prepayment Date”) plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(e) hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the “Default Amount”) and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

If the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then the Holder shall have the right at any time, so long as the Borrower remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Borrower, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect.

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ARTICLE IV. MISCELLANEOUS

4.1 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

4.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Borrower, to:

HealthLynked Corp.

1726 Medical Blvd, Suite 101

Naples, Florida 34110

Attn: George O’Leary, Chief Financial Officer

If to the Holder:

BHP Capital NY Inc.

45 SW 9th St., Suite 1603

Miami, Florida 33130

Attn: Bryan Pantofel, President

4.3 Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.

4.4 Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the Securities and Exchange Commission). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement; and may be assigned by the Holder without the consent of the Borrower.

4.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

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4.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of New York or in the federal courts located in the state of New York. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note, any agreement or any other document delivered in connection with this Note by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

4.7 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

4.8 Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

4.9 Conversion Terms of Future Financings. So long as this Note is outstanding, upon any issuance by the Borrower or any of its subsidiaries of any security with any conversion terms more favorable to the holder of such security that was not similarly provided to the Holder in this Note, then the Borrower shall notify the Holder of such additional or more favorable conversion terms and such conversion terms, at Holder’s option, shall become a part of the transaction documents with the Holder. For the avoidance of doubt, the types of terms contained in another security that may be more favorable to the holder of such security are solely the conversion terms and do not include terms addressing prepayment rate, interest rates, original issue discounts, stock sale price, private placement price per share, and warrant coverage.

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IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this on July 11, 2019.

HealthLynked Corp.

By:
	George O’Leary
	Chief Financial Officer

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EXHIBIT A

NOTICE OF CONVERSION

The undersigned hereby elects to convert $                                             principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of HealthLynked Corp., a Nevada corporation (the “Borrower”) according to the conditions of the convertible note of the Borrower dated as of July 11, 2019 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

☐ The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).

Name of DTC Prime Broker:

Account Number:

DTC Participant Number:

☐ The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

BHP Capital NY Inc.

45 SW 9th St., Suite 1603

Miami, Florida 33130

Attn: Bryan Pantofel, President

Date of Conversion:	___________________
Applicable Conversion Price:	$__________________
Number of shares of common stock to be issued pursuant to conversion of the Notes:	___________________
Amount of Principal Balance due remaining under the Note after this conversion:	___________________

By:

Name: 

Title:

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EX-10.30

Exhibit 10.30

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $67,925.00	Issue Date: July 11, 2019
Purchase Price: $65,000.00

CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, HealthLynked Corp., a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of Jefferson Street Capital LLC, a New Jersey limited liability company, or registered assigns (the “Holder”) the sum of $67,925.00 together with any interest as set forth herein, on April 11, 2020 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof at the rate of ten percent (10%) per annum (the “Interest Rate”) from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest shall be computed on the basis of a 365 day year and the actual number of days elapsed. Interest shall commence accruing on the Issue Date but shall not be payable until the Note becomes payable (whether at Maturity Date or upon acceleration or by prepayment). All payments due hereunder (to the extent not converted into common stock, $0.0001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

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The following terms shall apply to this Note:

ARTICLE I. CONVERSION RIGHTS

1.1 Conversion Right. The Holder shall have the right from time to time, and at any time during the period beginning on the Issue Date and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount (as defined in Article III), each in respect of the remaining outstanding principal amount of this Note to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The beneficial ownership limitations on conversion as set forth in the section may NOT be waived by the Holder. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”); however, if the Notice of Conversion is sent after 6:00pm, New York, New York time the Conversion Date shall be the next business day. The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.4 hereof.

1.2 Conversion Price. The conversion price (the “Conversion Price”) (subject to equitable adjustments by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events) shall equal the lesser of (i) 75% multiplied by the lowest Trading Price (as defined below) for the Common Stock during the previous thirteen (13) Trading Day period before the Issue Date of this Note, or (ii) the Variable Conversion Price (as defined herein). The “Variable Conversion Price” shall mean, 75% multiplied by the Market Price (as defined herein) (representing a discount rate of 25%). “Market Price” means the lowest Trading Price for the Common Stock during the thirteen (13) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the lowest trade price of the Common Stock on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTC is not the principal trading market for such security, the lowest trade price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no lowest trade price of such security is available in any of the foregoing manners, the average of the lowest traded prices of any market makers for such security that are listed in the “pink sheets”. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as reasonably determined by the Borrower. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

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1.3 Authorized Shares. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all times to have authorized and reserved six times the number of shares that would be issuable upon full conversion of the Note (assuming that the 4.99% limitation set forth in Section 1.1 is not in effect)(based on the respective Conversion Price of the Note (as defined in Section 1.2) in effect from time to time, initially )(the “Reserved Amount”). The Reserved Amount shall be increased (or decreased with the written consent of the Holder) from time to time in accordance with the Borrower’s obligations hereunder. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.

If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of the Note.

1.4 Method of Conversion.

(a) Mechanics of Conversion. As set forth in Section 1.1 hereof, from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, this Note may be converted by the Holder in whole or in part at any time from time to time after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section 1.4(b), surrendering this Note at the principal office of the Borrower (upon payment in full of any amounts owed hereunder).

(b) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion.

(c) Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations hereunder, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion.

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(d) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions set forth herein, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system.

(e) Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline due to action and/or inaction of the Borrower, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock (the “Fail to Deliver Fee”); provided; however that the Fail to Deliver Fee shall not be due if the failure is a result of a third party (i.e., transfer agent; and not the result of any failure to pay such transfer agent) despite the best efforts of the Borrower to effect delivery of such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 1.4(e) are justified.

1.5 Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless: (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration (such as Rule 144 or a successor rule) (“Rule 144”); or (iii) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement).

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Any restrictive legend on certificates representing shares of Common Stock issuable upon conversion of this Note shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if the Borrower or its transfer agent shall have received an opinion of counsel from Holder’s counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that (i) a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall be accepted by the Company so that the sale or transfer is effected; or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the Act; or otherwise may be sold pursuant to an exemption from registration. In the event that the Company does not reasonably accept the opinion of counsel provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration (such as Rule 144), at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

1.6 Effect of Certain Events.

(a) Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III). “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

(b) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, ten (10) days prior written notice (but in any event at least five (5) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Note. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

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(c) Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

1.7 Prepayment. Notwithstanding anything to the contrary contained in this Note, at any time during the periods set forth on the table immediately following this paragraph (the “Prepayment Periods”), the Borrower shall have the right, exercisable on not more than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.7. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to Holder, or upon the direction of the Holder as specified by the Holder in a writing to the Borrower (which direction shall to be sent to Borrower by the Holder at least one (1) business day prior to the Optional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash equal to the percentage (“Prepayment Percentage”) as set forth in the table immediately following this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4 hereof (the “Optional Prepayment Amount”). If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.7.

Prepayment Period	Prepayment Percentage
1. The period beginning on the Issue Date and ending on the date which is one hundred eighty (180) days following the Issue Date.		125	%

After the expiration of one hundred eighty (180) days following the Issue Date, the Borrower shall have no right of prepayment.

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1.8 Mandatory Prepayment Option. Notwithstanding the prepayment provisions set forth in Section 1.7 of this Note, commencing one hundred fifty (150) days from the Issue Date and terminating one hundred seventy nine (179) days from the Issue Date (the “Exercise Period”), at the sole and absolute discretion of the Holder, the Holder may demand in writing (each a “Prepayment Demand”), prepayment by the Borrower to the Holder in cash in an amount equal to 125%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note plus (y) Default Interest, if any (the “Mandatory Prepayment Amount”). Upon delivery of the Prepayment Demand, the Borrower shall have until two hundred (200) days from the Issue Date to deliver the Mandatory Prepayment Amount to the Holder (the “Prepayment Delivery Date”). In the event the Borrower fails to deliver the Mandatory Prepayment Amount to the Holder on or before the Prepayment Delivery Date, $8,000.00 shall be added to the Principal Amount of the Note on the Prepayment Delivery Date and an additional $8,000.00 shall be added to the Principal Amount of the Note for each thirty (30) day period after the Prepayment Delivery Date in which the Borrower fails to pay the Mandatory Prepayment Amount.

ARTICLE II. CERTAIN COVENANTS

2.1 Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.

ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

3.1 Failure to Pay Principal and Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity or upon acceleration and such breach continues for a period of five (5) days after written notice from the Holder.

3.2 Conversion and the Shares. The Borrower fails to issue shares of Common Stockto the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty-eight (48) hours of a demand from the Holder.

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3.3 Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and any collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of twenty (20) days after written notice thereof to the Borrower from the Holder.

3.4 Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

3.5 Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

3.6 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

3.7 Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTC (which specifically includes the quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the New York Stock Exchange, or the American Stock Exchange.

3.8 Failure to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

3.9 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

3.10 Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

3.11 Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC at any time after 180 days after the Issuance Date for any date or period until this Note is no longer outstanding, if the result of such restatement would, by comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

3.12 Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

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3.13 Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. “Other Agreements” means, collectively, all agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder and any affiliate of the Holder, including, without limitation, promissory notes; provided, however, the term “Other Agreements” shall not include the related or companion documents to this Note. Each of the loan transactions will be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to the Holder.

Upon the occurrence and during the continuation of any Event of Default specified in Section 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due at the Maturity Date), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Default Sum (as defined herein). UPON THE OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 3.2, THE NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE AND THE BORROWER SHALL PAY TO THE HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL TO: (Y) THE DEFAULT SUM (AS DEFINED HEREIN); MULTIPLIED BY (Z) TWO (2). Upon the occurrence and during the continuation of any Event of Default specified in Sections 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due on this Note or upon acceleration), 3.3, 3.4, 3.7, 3.8, 3.10, 3.11, 3.12, 3.13, and/or 3.14 exercisable through the delivery of written notice to the Borrower by such Holders (the “Default Notice”), and upon the occurrence of an Event of Default specified the remaining sections of Articles III (other than failure to pay the principal hereof or interest thereon at the Maturity Date specified in Section 3,1 hereof), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the greater of (i) 150% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the “Mandatory Prepayment Date”) plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(e) hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the “Default Amount”) and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

If the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then the Holder shall have the right at any time, so long as the Borrower remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Borrower, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect.

ARTICLE IV. MISCELLANEOUS

4.1 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

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4.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Borrower, to:

HealthLynked Corp.

1726 Medical Blvd, Suite 101

Naples, Florida 34110

Attn: George O’Leary, Chief Financial Officer

If to the Holder:

Jefferson Street Capital LLC

900 Monroe Street, Suite 908

Hoboken, NJ 07030

Attn: Brian Goldberg, Managing Member

4.3 Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.

4.4 Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the Securities and Exchange Commission). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement; and may be assigned by the Holder without the consent of the Borrower.

4.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

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4.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of New York or in the federal courts located in the state of New York. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note, any agreement or any other document delivered in connection with this Note by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

4.7 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

4.8 Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

4.9 Conversion Terms of Future Financings. So long as this Note is outstanding, upon any issuance by the Borrower or any of its subsidiaries of any security with any conversion terms more favorable to the holder of such security that was not similarly provided to the Holder in this Note, then the Borrower shall notify the Holder of such additional or more favorable conversion terms and such conversion terms, at Holder’s option, shall become a part of the transaction documents with the Holder. For the avoidance of doubt, the types of terms contained in another security that may be more favorable to the holder of such security are solely the conversion terms and do not include terms addressing prepayment rate, interest rates, original issue discounts, stock sale price, private placement price per share, and warrant coverage.

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IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this on July 11, 2019.

HealthLynked Corp.
By:
	George O’Leary
	Chief Financial Officer

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EXHIBIT A

NOTICE OF CONVERSION

The undersigned hereby elects to convert $________________________ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of HealthLynked Corp., a Nevada corporation (the “Borrower”) according to the conditions of the convertible note of the Borrower dated as of July 11, 2019 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

☐	The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).
	Name of DTC Prime Broker: Account Number: DTC Participant Number:

☐	The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:
	Jefferson Street Capital LLC 900 Monroe Street, Suite 908 Hoboken, New Jersey 07030

Date of Conversion:	_______________
Applicable Conversion Price:	$______________
Number of shares of common stock to be issued pursuant to conversion of the Notes:	_______________
Amount of Principal Balance due remaining under the Note after his conversion:	_______________

By:

Name:

Title:

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EX-10.31

Exhibit 10.31

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 16, 2019, by and between HealthLynked Corp., a Nevada corporation, with its address at 1726 Medical Blvd Suite 101, Naples, Florida 34110 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).

WHEREAS:

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”); and

B. Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement a convertible note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $78,000.00 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”), convertible into shares of common stock, $0.0001 par value per share, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note.

NOW THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

1. Purchase and Sale of Note.

a. Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of Note as is set forth immediately below the Buyer’s name on the signature pages hereto.

b. Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer’s name on the signature pages hereto, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price.

c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon, Eastern Standard Time on or about July 18, 2019, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

2. Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

a. Investment Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note (such shares of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Note, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act.

b. Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

c. Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

d. Information. The Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer.

e. Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.”

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The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

f. Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.

3. Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

a. Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

b. Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

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c. Capitalization. As of the date hereof, the authorized common stock of the Company consists of 500,000,000 authorized shares of Common Stock, $0.0001 par value per share, of which 98,163,226 shares are issued and outstanding; and 3,975,197 shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. .

d. Issuance of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

e. No Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any governmental entity. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith.

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f. SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates or if amended, as of the dates of the amendments, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates or if amended, as of the dates of the amendments, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The Company is subject to the reporting requirements of the 1934 Act.

g. Absence of Certain Changes. Since March 31, 2019, except as set forth in the SEC Documents, there has been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.

h. Absence of Litigation. Except as set forth in the SEC Documents, there is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

i. No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

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j. No Brokers. The Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby.

k. No Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment Company”). The Company is not controlled by an Investment Company.

l. Breach of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under Section 3.4 of the Note.

4. COVENANTS.

a. Best Efforts. The Company shall use its best efforts to satisfy timely each of the conditions described in Section 7 of this Agreement.

b. Form D; Blue Sky Laws. The Company agrees to timely make any filings required by federal and state laws as a result of the closing of the transactions contemplated by this Agreement.

c. Use of Proceeds. The Company shall use the proceeds for general working capital purposes.

d. Expenses. At the Closing, the Company’s obligation with respect to the transactions contemplated by this Agreement is to reimburse Buyer’ expenses shall be $3,000.00 for Buyer’s legal fees and due diligence fee.

e. Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except with the prior written consent of the Buyer.

f. Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an event of default under Section 3.4 of the Note.

g. Failure to Comply with the 1934 Act. So long as the Buyer beneficially owns the Note, the Company shall comply with the reporting requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of the 1934 Act.

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h. Trading Activities. Neither the Buyer nor its affiliates has an open short position in the common stock of the Company and the Buyer agrees that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging transactions with respect to the common stock of the Company.

5. Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount as such term is defined in the Note) signed by the successor transfer agent to Company and the Company. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to an exemption from registration, all such certificates shall bear the restrictive legend specified in Section 2(e) of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and/or this Agreement. If the Buyer provides the Company and the Company’s transfer, at the cost of the Buyer, with an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

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6. Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

a. The Buyer shall have executed this Agreement and delivered the same to the Company.

b. The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

c. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.

d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

7. Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyerh ereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

a. The Company shall have executed this Agreement and delivered the same to the Buyer.

b. The Company shall have delivered to the Buyer the duly executed Note (in such denominations as the Buyer shall request) in accordance with Section 1(b) above.

c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent.

d. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, but not limited to certificates with respect to the Board of Directors’ resolutions relating to the transactions contemplated hereby.

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e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

f. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.

g. The Conversion Shares shall have been authorized for quotation on an exchange or electronic quotation system and trading in the Common Stock on such exchange or electronic quotation system shall not have been suspended by the SEC or an exchange or electronic quotation system.

h. The Buyer shall have received an officer’s certificate described in Section 3(d) above, dated as of the Closing Date.

8. Governing Law; Miscellaneous.

a. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Virginia without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state and county of Nassau. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Buyer waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement, the Note or any related document or agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

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b. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.

c. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

d. Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

e. Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.

f. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be as set forth in the heading of this Agreement with a copy by fax only to (which copy shall not constitute notice) to Naidich Wurman LLP, 111 Great Neck Road, Suite 214, Great Neck, NY 11021, Attn: Allison Naidich, facsimile: 516-466-3555, e-mail: allison@nwlaw.com. Each party shall provide notice to the other party of any change in address.

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g. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

h. Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

i. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

j. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

k. Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

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IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

HealthLynked Corp.
By:
	George O’Leary
	Chief Financial Officer
POWER UP LENDING GROUP LTD.
By:
Name:	Curt Kramer
Title:	Chief Executive Officer
111 Great Neck Road, Suite 216 Great Neck, NY 11021

AGGREGATE SUBSCRIPTION AMOUNT:

Aggregate Principal Amount of Note:	$	78,000.00
Aggregate Purchase Price:	$	78,000.00

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EX-10.32

Exhibit 10.32

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $78,000.00 Issue Date: July 16, 2019

Purchase Price: $78,000.00

CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, HealthLynked Corp., a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of POWER UP LENDING GROUP LTD., a Virginia corporation, or registered assigns (the “Holder”) the sum of $78,000.00 together with any interest as set forth herein, on April 30, 2020 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof at the rate of ten percent (10%)(the “Interest Rate”) per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest shall be computed on the basis of a 365 day year and the actual number of days elapsed. Interest shall commence accruing on the Issue Date but shall not be payable until the Note becomes payable (whether at Maturity Date or upon acceleration or by prepayment). All payments due hereunder (to the extent not converted into common stock, $0.0001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

The following terms shall apply to this Note:

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ARTICLE I. CONVERSION RIGHTS

1.1 Conversion Right. The Holder shall have the right from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount (as defined in Article III), each in respect of the remaining outstanding amount of this Note to convert all or any part of the outstanding and unpaid amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The beneficial ownership limitations on conversion as set forth in the section may NOT be waived by the Holder. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”); however, if the Notice of Conversion is sent after 6:00pm, New York, New York time the Conversion Date shall be the next business day. The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.4 hereof.

1.2 Conversion Price. The conversion price (the “Conversion Price”) shall equal the Variable Conversion Price (as defined herein) (subject to equitable adjustments by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the fifteen (15) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets”. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as reasonably determined by the Borrower. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

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1.3 Authorized Shares. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all times to have authorized and reserved six times the number of shares that would be issuable upon full conversion of the Note (assuming that the 4.99% limitation set forth in Section 1.1 is not in effect)(based on the respective Conversion Price of the Note (as defined in Section 1.2) in effect from time to time, initially 3,975,197)(the “Reserved Amount”). The Reserved Amount shall be increased (or decreased with the written consent of the Holder) from time to time in accordance with the Borrower’s obligations hereunder. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.

If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of the Note.

1.4 Method of Conversion.

(a) Mechanics of Conversion. As set forth in Section 1.1 hereof, from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, this Note may be converted by the Holder in whole or in part at any time from time to time after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section 1.4(b), surrendering this Note at the principal office of the Borrower (upon payment in full of any amounts owed hereunder).

(b) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion.

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(c) Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations hereunder, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion.

(d) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions set forth herein, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system.

(e) Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline due to action and/or inaction of the Borrower, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock (the “Fail to Deliver Fee”); provided; however that the Fail to Deliver Fee shall not be due if the failure is a result of a third party (i.e., transfer agent; and not the result of any failure to pay such transfer agent) despite the best efforts of the Borrower to effect delivery of such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 1.4(e) are justified.

1.5 Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless: (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration (such as Rule 144 or a successor rule) (“Rule 144”); or (iii) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement).

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Any restrictive legend on certificates representing shares of Common Stock issuable upon conversion of this Note shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if the Borrower or its transfer agent shall have received an opinion of counsel from Holder’s counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that (i) a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall be accepted by the Company so that the sale or transfer is effected; or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the Act; or otherwise may be sold pursuant to an exemption from registration. In the event that the Company does not reasonably accept the opinion of counsel provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration (such as Rule 144), at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

1.6 Effect of Certain Events.

(a) Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III). “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

(b) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, ten (10) days prior written notice (but in any event at least five (5) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Note. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

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(c) Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

1.7 Prepayment. Notwithstanding anything to the contrary contained in this Note, at any time during the periods set forth on the table immediately following this paragraph (the “Prepayment Periods”), the Borrower shall have the right, exercisable on not more than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.7. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to Holder, or upon the direction of the Holder as specified by the Holder in a writing to the Borrower (which direction shall to be sent to Borrower by the Holder at least one (1) business day prior to the Optional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash equal to the percentage (“Prepayment Percentage”) as set forth in the table immediately following this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4 hereof (the “Optional Prepayment Amount”). If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.7.

Prepayment Period	Prepayment Percentage
1. The period beginning on the Issue Date and ending on the date which is one hundred eighty (180) days following the Issue Date.		125	%

After the expiration of one hundred eighty (180) days following the Issue Date, the Borrower shall have no right of prepayment.

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ARTICLE II. CERTAIN COVENANTS

2.1 Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.

ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

3.1 Failure to Pay Principal and Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity or upon acceleration and such breach continues for a period of five (5) days after written notice from the Holder.

3.2 Conversion and the Shares. The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty-eight (48) hours of a demand from the Holder.

3.3 Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and any collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of twenty (20) days after written notice thereof to the Borrower from the Holder.

3.4 Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

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3.5 Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

3.6 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

3.7 Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTC (which specifically includes the quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the New York Stock Exchange, or the American Stock Exchange.

3.8 Failure to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

3.9 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

3.10 Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

3.11 Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC at any time after 180 days after the Issuance Date for any date or period until this Note is no longer outstanding, if the result of such restatement would, by comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

3.12 Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

3.13 Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. “Other Agreements” means, collectively, all agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder and any affiliate of the Holder, including, without limitation, promissory notes; provided, however, the term “Other Agreements” shall not include the related or companion documents to this Note. Each of the loan transactions will be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to the Holder.

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Upon the occurrence and during the continuation of any Event of Default specified in Section 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due at the Maturity Date), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Default Sum (as defined herein). UPON THE OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 3.2, THE NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE AND THE BORROWER SHALL PAY TO THE HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL TO: (Y) THE DEFAULT SUM (AS DEFINED HEREIN); MULTIPLIED BY (Z) TWO (2). Upon the occurrence and during the continuation of any Event of Default specified in Sections 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due on this Note or upon acceleration), 3.3, 3.4, 3.7, 3.8, 3.10, 3.11, 3.12, 3.13, and/or 3.14 exercisable through the delivery of written notice to the Borrower by such Holders (the “Default Notice”), and upon the occurrence of an Event of Default specified the remaining sections of Articles III (other than failure to pay the principal hereof or interest thereon at the Maturity Date specified in Section 3,1 hereof), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the greater of (i) 150% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the “Mandatory Prepayment Date”) plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(e) hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the “Default Amount”) and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

If the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then the Holder shall have the right at any time, so long as the Borrower remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Borrower, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect.

ARTICLE IV. MISCELLANEOUS

4.1 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

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4.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Borrower, to:

HealthLynked Corp.

1726 Medical Blvd Suite 101

Naples, Florida 34110

Attn: George O’Leary, Chief Financial Officer

Fax:

Email: goleary@sksconsulting.us

If to the Holder:

POWER UP LENDING GROUP LTD.

111 Great Neck Road, Suite 214

Great Neck, NY 11021

Attn: Curt Kramer, Chief Executive Officer

e-mail: info@poweruplending.com

With a copy by fax only to (which copy shall not constitute notice):

Naidich Wurman LLP

111 Great Neck Road, Suite 216

Great Neck, NY 11021

Attn: Allison Naidich
facsimile: 516-466-3555
e-mail: allison@nwlaw.com

4.3 Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.

4.4 Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the Securities and Exchange Commission). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement; and may be assigned by the Holder without the consent of the Borrower.

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4.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

4.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Virginia without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of New York or in the federal courts located in the state and county of Nassau. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note, any agreement or any other document delivered in connection with this Note by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

4.7 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

4.8 Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this on July 16, 2019

HealthLynked Corp.
By:
	George O’Leary
	Chief Financial Officer

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EXHIBIT A -- NOTICE OF CONVERSION

The undersigned hereby elects to convert $____________ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of HealthLynked Corp., a Nevada corporation (the “Borrower”) according to the conditions of the convertible note of the Borrower dated as of July 16, 2019 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

☐	The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).
	Name of DTC Prime Broker: Account Number:
☐	The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

POWER UP LENDING GROUP LTD.
111 Great Neck Road, Suite 214
Great Neck, NY 11021
Attention: Certificate Delivery
e-mail: info@poweruplendinggroup.com
Date of conversion:	_____________
Applicable Conversion Price:	$____________
Number of shares of common stock to be issued pursuant to conversion of the Notes:	_____________
Amount of Principal Balance due remaining under the Note after this conversion:	_____________

POWER UP LENDING GROUP LTD.
By:
Name:	Curt Kramer
Title:	Chief Executive Officer
Date:

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EX-10.33

Exhibit 10.33

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 18, 2019 by and between HealthLynked Corp., a Nevada corporation, with headquarters located at 1726 Medical Blvd., Suite 101, Naples, FL 34110 (the “Company”) and GS CAPITAL PARTNERS, LLC, with its address at 30 Broad Street, Suite 1201, New York, NY 10004, (the “Buyer”).

WHEREAS:

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”);

B. Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement a 10% convertible note of the Company, in the form attached hereto as Exhibit A in the aggregate principal amount of $230,000.00 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”), convertible into shares of common stock, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note. The Note shall contain an original issue discount of $10,000 such that the purchase price of the Note shall be $220,000.00.

C. The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of Note as is set forth immediately below its name on the signature pages hereto; and

NOW THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

1. Purchase and Sale of Note.

a. Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of Note as is set forth immediately below the Buyer’s name on the signature pages hereto.

b. Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer’s name on the signature pages hereto, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price.

c. Closing Date. The date and time of the first issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be on or about July 18, 2019, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

_____

Company Initials

2. Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

a. Investment Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note, such shares of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Note, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

b. Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”). Any of Buyer’s transferees, assignees, or purchasers must be “accredited investors” in order to qualify as prospective transferees, permitted assignees in the case of Buyer’s or Holder’s transfer, assignment or sale of the Note.

c. Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

d. Information. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, afforded the opportunity to ask questions of the Company. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below. The Buyer understands that its investment in the Securities involves a significant degree of risk. The Buyer is not aware of any facts that may constitute a breach of any of the Company’s representations and warranties made herein.

e. Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

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f. Transfer or Re-sale. The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) in the case of subparagraphs (c), (d) and (e) below, the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold, or transferred pursuant to an exemption from such registration, including the removal of any restrictive legend which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”); (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

g. Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act will be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Conversion Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

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The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, and (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, and that legend removal is appropriate, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within 2 business days, it will be considered an Event of Default under the Note.

h. Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.

i. Residency. The Buyer is a resident of the jurisdiction set forth immediately below the Buyer’s name on the signature pages hereto.

j. No Short Sales. Buyer/Holder, its successors and assigns, agree that so long as the Note remains outstanding, neither the Buyer/Holder nor any of its affiliates shall not enter into or effect “short sales” of the Common Stock or hedging transaction which establishes a short position with respect to the Common Stock of the Company. The Company acknowledges and agrees that upon delivery of a Conversion Notice by the Buyer/Holder, the Buyer/Holder immediately owns the shares of Common Stock described in the Conversion Notice and any sale of those shares issuable under such Conversion Notice would not be considered short sales.

3. Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

a. Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.

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b. Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

c. Issuance of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

d. Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Conversion Shares upon conversion of the Note. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Note in accordance with this Agreement, the Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

e. No Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of the OTC Markets Exchange (the “OTC MARKETS”) and does not reasonably anticipate that the Common Stock will be delisted by the OTC MARKETS in the foreseeable future, nor are the Company’s securities “chilled” by FINRA. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

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f. Absence of Litigation. Except as disclosed in the Company’s Periodic Report filings with the SEC, there is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiaries, threatened against or affecting the Company or any of its subsidiaries, or their officers or directors in their capacity as such, that could have a material adverse effect. Schedule 3(f) contains a complete list and summary description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting the Company or any of its subsidiaries, without regard to whether it would have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

g. Acknowledgment Regarding Buyer’ Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s length purchasers with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer’ purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

h. No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer.

i. Title to Property. The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(i) or such as would not have a material adverse effect. Any real property and facilities held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a material adverse effect.

j. Bad Actor. No officer or director of the Company would be disqualified under Rule 506(d) of the Securities Act as amended on the basis of being a “bad actor” as that term is established in the September 19, 2013 Small Entity Compliance Guide published by the Securities and Exchange Commission.

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k. Breach of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under the Note.

4. COVENANTS.

a. Expenses. At the Closing, the Company shall reimburse Buyer for expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith (“Documents”), including, without limitation, reasonable attorneys’ and consultants’ fees and expenses, transfer agent fees, fees for stock quotation services, fees relating to any amendments or modifications of the Documents or any consents or waivers of provisions in the Documents, fees for the preparation of opinions of counsel, escrow fees, and costs of restructuring the transactions contemplated by the Documents. When possible, the Company must pay these fees directly, otherwise the Company must make immediate payment for reimbursement to the Buyer for all fees and expenses immediately upon written notice by the Buyer or the submission of an invoice by the Buyer.

b. Listing. The Company shall promptly secure the listing of the Conversion Shares upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and, so long as the Buyer owns any of the Note Securities, shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all Conversion Shares from time to time issuable upon conversion of the Note. The Company will obtain and, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the OTC MARKETS or any equivalent replacement market, the Nasdaq stock market (“Nasdaq”), or the New York Stock Exchange (“NYSE”) and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any notices it receives from the OTC MARKETS and any other markets on which the Common Stock is then listed regarding the continued eligibility of the Common Stock for listing on such markets.

c. Corporate Existence. So long as the Buyer beneficially owns the Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTC MARKETS, Nasdaq or NYSE.

d. No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable to the Company or its securities.

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e. Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an event of default under the Note.

5. Governing Law; Miscellaneous.

a. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state and county of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Buyer waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

b. Counterparts; Signatures by Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

c. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

d. Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

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e. Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.

f. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, (iv) via electronic mail or (v) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received) or delivery via electronic mail, or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Company, to:

HealthLynked Corp.

1726 Medical Blvd., Suite 101

Naples, FL 34110

Attn: Dr. Michael T. Dent, CEO

If to the Buyer:

GS CAPITAL PARTNERS, LLC

30 Broad Street, Suite 1201

New York, NY 10004

Attn: Gabe Sayegh

Each party shall provide notice to the other party of any change in address.

g. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, the Buyer may assign its rights hereunder to any “qualified person”, any “permitted assigns”, or “prospective transferee” that acquires or purchases Note Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company with Buyer’s Opinion of Counsel. A qualified person is an “accredited investor” transferee, assignee, or purchaser of the Note who succeeds to the Holder’s right, title and interest to all or a portion of the Note accompanied with an Opinion of Counsel as provided for in Section 2(f).

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h. Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

i. Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

j. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

k. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

l. Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

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IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

HEALTHLYNKED CORP.
By:
Name:	Dr. Michael T. Dent
Title:	CEO

GS CAPITAL PARTNERS, LLC.
By:
Name:	Gabe Sayegh
Title:	Manager

AGGREGATE SUBSCRIPTION AMOUNT:	$	230,000.00
Aggregate Principal Amount of Note:
Aggregate Purchase Price:
Note: $230,000.00 less $10,000.00 in OID, less $10,000.00 in legal fees.

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EXHIBIT A

144 NOTE - $230,000.00

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EX-10.34

Exhibit 10.34

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”)

US $230,000.00

HEALTHLYNKED CORP.

10% CONVERTIBLE REDEEMABLE NOTE

DUE JULY 18, 2020

FOR VALUE RECEIVED, HealthLynked Corp. (the “Company”) promises to pay to the order of GS CAPITAL PARTNERS, LLC and its authorized successors and Permitted Assigns, defined below, (“Holder”), the aggregate principal face amount Two Hundred Thirty Thousand Dollars exactly (U.S. $230,000.00) on July 18, 2020 (“Maturity Date”) and to pay interest on the principal amount outstanding hereunder at the rate of 10% per annum commencing on July 18, 2019. The interest will be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note. This Note contains a $10,000.00 OID such that purchase price shall be $220,000.00. The principal of, and interest on, this Note are payable at 30 Broad Street, Suite 1201, New York, NY 10004, initially, and if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein. Permitted Assigns means any Holder assignment, transfer or sale of all or a portion of this Note accompanied by an Opinion of Counsel as provided for in Section 2(f) of the Securities Purchase Agreement.

This Note is subject to the following additional provisions:

1. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except that Holder shall pay any tax or other governmental charges payable in connection therewith. To the extent that Holder subsequently transfers, assigns, sells or exchanges any of the multiple lesser denomination notes, Holder acknowledges that it will provide the Company with Opinions of Counsel as provided for in Section 2(f) of the Securities Purchase Agreement.

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Initials

2. The Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.

3. This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (“Act”) and applicable state securities laws. Any attempted transfer to a non-qualifying party shall be treated by the Company as void. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company’s records as the owner hereof for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any prequalified prospective transferee of this Note, also is required to give the Company written confirmation that this Note is being converted (“Notice of Conversion”) in the form annexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date. All notices of conversion will be accompanied by an Opinion of Counsel.

4. (a) The Holder of this Note is entitled, at its option, at any time after the first 180 days, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company’s common stock (the “Common Stock”) at a price for each share of Common Stock equal to 65% of the lowest trading price of the Common Stock as reported on the Exchange, for the fifteen prior trading days including the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered together with an Opinion of Counsel, by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). If the shares have not been delivered within 3 business days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice of Conversion. Accrued, but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. To the extent the Conversion Price of the Company’s Common Stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Company agrees to honor all conversions submitted pending this increase. In the event the Company experiences a DTC “Chill” on its shares, the Conversion Price shall be decreased to 55% instead of 65% while that “Chill” is in effect. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company (which may be increased up to 9.9% upon 60 days’ prior written notice by the Investor). All the terms set forth herein, including but not limited to interest rate, prepayment terms, conversion discount or lookback period will be adjusted downward (i.e. for the benefit of the Holder) if the Company offers a more favorable conversion discount (whether via interest, rate OID or otherwise) or lookback period to another party or otherwise grants any more favorable terms to any third party than those contained herein while this note is in effect.

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Initials

(b) Interest on any unpaid principal balance of this Note shall be paid at the rate of 10% per annum. Interest shall be paid by the Company in Common Stock (“Interest Shares”). Holder may, at any time commencing six months after the date of funding to the Company by the Holder, send in a Notice of Conversion to the Company for Interest Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.

(c) During the first 6 months this Note is in effect, the Company may redeem this Note by paying to the Holder an amount equal to 120% of the face amount plus any accrued interest. This Note may not be prepaid after the 6-month anniversary. The redemption must be closed and paid for within 3 business days of the Company sending the redemption demand or the redemption will be invalid and the Company may not redeem this Note.

(d) Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions, (ii) a reclassification, capital reorganization (excluding an increase in authorized capital) or other change or exchange of outstanding shares of the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a “Sale Event”), then, in each case, the Company shall, upon request of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the date of redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price.

(e) In case of any Sale Event (not to include a sale of all or substantially all of the Company’s assets) in connection with which this Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation or merger by a holder of the number of shares of Common Stock that could have been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The foregoing provisions shall similarly apply to successive Sale Events. If the consideration received by the holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the Company or successor person or entity acting in good faith.

3

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5. No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.

6. The Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.

7. The Company agrees to pay all costs and expenses, including reasonable attorneys’ fees and expenses, which may be incurred by the Holder in collecting any amount due under this Note.

8. If one or more of the following described “Events of Default” shall occur:

(a) The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company; or

(b) Any of the representations or warranties made by the Company herein or in any agreement entered into by the Company in connection with the execution and delivery of this Note, shall be false or misleading in any respect; or

(c) The Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of the Company under this Note or any other note issued to the Holder; or

(d) The Company shall (1) become insolvent (which does not include a “going concern opinion); (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable; or

(e) A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or

(f) Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company; or

(g) One or more money judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or

4

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(h) The Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period; or

(i) The Company shall have its Common Stock delisted from an exchange (including the OTC Market exchange) or, if the Common Stock trades on an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days or ceases to file its 1934 act reports with the SEC;

(j) If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board;

(k) The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business days of its receipt of a Notice of Conversion; or

(l) The Company shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder.

(m) The Company shall not be “current” in its filings with the Securities and Exchange Commission; or

(n) The Company shall lose the “bid” price for its stock and a market (including the OTC marketplace or other exchange)

Then, or at any time thereafter, unless cured within 5 days, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder’s sole discretion, the Holder may consider this Note immediately due and payable, without presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce any and all of the Holder’s rights and remedies provided herein or any other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. In the event of a breach of Section 8(k) the penalty shall be $250 per day the shares are not issued beginning on the 4^th day after the conversion notice was delivered to the Company. This penalty shall increase to $500 per day beginning on the 10^th day. The penalty for a breach of Section 8(n) shall be an increase of the outstanding principal amounts by 20%. In case of a breach of Section 8(i), the outstanding principal due under this Note shall increase by 50%. If this Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%. Further, if a breach of Section 8(m) occurs or is continuing after the 6-month anniversary of the Note, then the Holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion. For example, if the lowest closing bid price during the delinquency period is $0.01 per share and the conversion discount is 50% the Holder may elect to convert future conversions at $0.005 per share.

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If the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Company for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

Make-Whole for Failure to Deliver Loss. At the Holder’s election, if the Company fails for any reason to deliver to the Holder the conversion shares by the by the 3rd business day following the delivery of a Notice of Conversion to the Company and if the Holder incurs a Failure to Deliver Loss, then at any time the Holder may provide the Company written notice indicating the amounts payable to the Holder in respect of the Failure to Deliver Loss and the Company must make the Holder whole as follows:

Failure to Deliver Loss = [(Highest VWAP price for the 30 trading days on or after the day of exercise) x (Number of conversion shares)]

The Company must pay the Failure to Deliver Loss by cash payment, and any such cash payment must be made by the third business day from the time of the Holder’s written notice to the Company.

9. In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.

10. Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.

11. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer or that if it previously has been a “shell” issuer that at least 12 months have passed since the Company has reported form 10 type information indicating it is no longer a “shell issuer. Further, the Company will instruct its counsel to either (i) write a 144 opinion to allow for salability of the conversion shares or (ii) accept such opinion from Holder’s counsel.

12. The Company shall issue irrevocable transfer agent instructions reserving 5,587,000 shares of its Common Stock for conversions under this Note (the “Share Reserve”). Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. The Company shall pay all transfer agent costs associated with issuing and delivering the share certificates to the Holder, as well as maintaining the Share Reserve. If such amounts are to be paid by the Holder, it may deduct such amounts from the Conversion Price. The company should at all times reserve a minimum of three times the amount of shares required if the note would be fully converted.  The Holder may reasonably request increases from time to time to reserve such amounts. The Company will instruct its transfer agent to provide the outstanding share information to the Holder in connection with its conversions.

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13. The Company will give the Holder direct notice of any corporate actions, including but not limited to name changes, stock splits, recapitalizations etc. This notice shall be given to the Holder as soon as possible under law.

14. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law that would prohibit or forgive the Company from paying all or a portion of the principal or interest on this Note.

15. This Note shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly to be performed within the State of New York and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of New York or in the Federal courts sitting in the county or city of New York, or the Federal courts within the southern or eastern districts of New York. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an original.

7

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IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.

Dated:                          

HEALTHLYNKED CORP.

By:

Title: 

8

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EXHIBIT A

NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to Convert the Note)

The undersigned hereby irrevocably elects to convert $___________ of the above Note into _________ Shares of Common Stock of HealthLynked Corp. (“Shares”) according to the conditions set forth in such Note, as of the date written below.

If Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect thereto.

Date of Conversion: 

Applicable Conversion Price: 

Signature:
	[Print Name of Holder and Title of Signer]

Address: 

SSN or EIN: 

Shares are to be registered in the following name: 

Name: 

Address: 

Tel: 

Fax: 

SSN or EIN: 

Shares are to be sent or delivered to the following account:

Account Name: 

Address: 

9

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EX-31.1

Exhibit 31.1

Certification Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002

I, Michael Dent, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 of the registrant, HealthLynked Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2019	By:	/s/ Michael Dent
	Name:	Michael Dent
	Title:	Chief Executive Officer and Chairman (Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002

I, George O’Leary, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 of the registrant, HealthLynked Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2019	By:	/s/ George O’Leary
	Name:	George O’Leary
	Title:	Chief Financial Officer and Director (Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATIONS

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (A) and (B) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), I, Michael Dent, Chief Executive Officer and Chairman of HealthLynked Corp., a Nevada corporation (the “Company”), hereby certify, to my knowledge, that:

The Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (the “Form 10-Q”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 14, 2019	By:	/s/ Michael Dent
	Name:	Michael Dent
	Title:	Chief Executive Officer and Chairman (Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATIONS

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (A) and (B) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), I, George O’Leary, Chief Financial Officer and Director of HealthLynked Corp., a Nevada corporation (the “Company”), hereby certify, to my knowledge, that:

The Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (the “Form 10-Q”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 14, 2019	By:	/s/ George O’Leary
	Name:	George O’Leary
	Title:	Chief Financial Officer and Director (Principal Financial Officer)

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2019	Aug. 12, 2019
Document and Entity Information [Abstract]
Entity Registrant Name	HealthLynked Corp
Entity Central Index Key	0001680139
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Jun. 30, 2019
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2019
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity File Number	000-55768
Entity Interactive Data Current	Yes
Entity Incorporation State Country Code	NV
Entity Current Reporting Status	Yes
Entity Common Stock, Shares Outstanding		102,477,506

XML

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Current Assets
Cash	$ 125,739	$ 135,778
Accounts receivable, net of allowance for doubtful accounts of $13,972 and $13,972 as of June 30, 2019 and December 31, 2018, respectively	124,095	114,884
Inventory	93,583
Prepaid expenses	32,015	28,542
Deferred offering costs	44,807	96,022
Total Current Assets	420,239	375,226
Property, plant and equipment, net of accumulated depreciation of $703,429 and $752,173 as of June 30, 2019 and December 31, 2018, respectively	553,922	42,597
Goodwill and intangible assets, net of accumulated amortization of $1,775 and $0 as of June 30, 2019 and December 31, 2018, respectively	1,341,091
ROU lease assets and deposits	442,451	9,540
Total Assets	2,757,703	427,363
Current Liabilities
Accounts payable and accrued expenses	514,372	394,333
Capital lease, current portion		19,877
Lease liability, current portion	306,271
Due to related party, current portion	463,174	429,717
Notes payable to related party, current portion	684,586	672,471
Convertible notes payable, net of original issue discount and debt discount of $722,954 and $386,473 as of June 30, 2019 and December 31, 2018, respectively	1,229,102	1,042,314
Contingent acquisition consideration	500,000
Derivative financial instruments	632,605	800,440
Total Current Liabilities	4,330,110	3,359,152
Long-Term Liabilities
Capital leases, long-term portion		3,058
Lease liability, long term portion	125,695
Total Liabilities	4,455,805	3,362,210
Shareholders' Deficit
Common stock, par value $0.0001 per share, 500,000,000 shares authorized, 101,068,541 and 85,178,902 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively	10,107	8,518
Common stock issuable, $0.0001 par value; 562,726 and 114,080 shares as of June 30, 2019 and December 31, 2018, respectively	105,348	26,137
Additional paid-in capital	10,627,789	7,531,553
Accumulated deficit	(12,441,346)	(10,501,055)
Total Shareholders' Deficit	(1,698,102)	(2,934,847)
Total Liabilities and Shareholders' Deficit	$ 2,757,703	$ 427,363

XML

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Accounts receivable, net of allowance for doubtful accounts	$ 13,972	$ 13,972
Property, plant and equipment, net of accumulated depreciation	703,429	752,173
Goodwill and intangible assets, net of accumulated amortization	1,775	0
Convertible notes payable, net of original issue discount and debt discount	$ 722,954	$ 386,473
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	101,068,541	85,178,902
Common stock, shares outstanding	101,068,541	85,178,902
Common stock issuable, par value	$ 0.0001	$ 0.0001
Common stock issuable, shares	562,726	114,080

XML

Condensed Consolidated Statement of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Revenue
Patient service revenue, net	$ 1,208,390	$ 566,320	$ 1,673,380	$ 1,211,959
Cost of services	321,603		321,603
Gross profit	886,787	566,320	1,351,777	1,211,959
Operating Expenses
Salaries and benefits	767,818	618,143	1,297,043	1,178,999
General and administrative	795,450	552,583	1,552,806	1,127,411
Depreciation and amortization	21,710	6,029	23,365	12,058
Total Operating Expenses	1,584,978	1,176,755	2,873,214	2,318,468
Loss from operations	(698,191)	(610,435)	(1,521,437)	(1,106,509)
Other Income (Expenses)
Gain (loss) on extinguishment of debt	72,435	16,864	(67,363)	(308,359)
Change in fair value of debt	(30,409)	(25,452)	(60,106)	(83,398)
Financing cost	(87,332)	(248,443)	(121,235)	(440,505)
Amortization of original issue and debt discounts on notes payable and convertible notes	(299,613)	(244,563)	(478,997)	(399,398)
Change in fair value of derivative financial instrument	223,881	52,786	415,514	38,165
Interest expense	(60,345)	(51,006)	(106,667)	(91,353)
Total other expenses	(181,383)	(499,814)	(418,854)	(1,284,848)
Net loss before provision for income taxes	(879,574)	(1,110,249)	(1,940,291)	(2,391,357)
Provision for income taxes
Net loss	$ (879,574)	$ (1,110,249)
Net loss per share, basic and diluted:
Basic	$ (0.01)	$ (0.01)	$ (0.02)	$ (0.03)
Fully diluted	$ (0.01)	$ (0.01)	$ (0.02)	$ (0.03)
Weighted average number of common shares:
Basic	98,502,106	75,871,643	93,532,128	74,397,741
Fully diluted	98,502,106	75,871,643	93,532,128	74,397,741

XML

Condensed Consolidated Statement of Changes in Shareholders' Deficit (Unaudited) - USD ($)	Common Stock	Common Stock Issuable	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2017	$ 7,230	$ 8,276	$ 2,638,311	$ (4,705,230)	$ (2,051,413)
Balance, shares at Dec. 31, 2017	72,302,937
Sale of common stock	$ 63	236	133,312		133,611
Sale of common stock, shares	631,204
Fair value of warrants allocated to proceeds of common stock			117,956		117,956
Fair value of warrants issued to extend related party notes payable			337,467		337,467
Fair value of warrants issued to extend convertible notes payable			10,199		10,199
Consultant fees payable with common shares and warrants		5,287			5,284
Consultant fees payable with common shares and warrants, shares
Shares and options issued pursuant to employee equity incentive plan	$ 8	(8)	5,577		5,577
Shares and options issued pursuant to employee equity incentive plan, shares	75,000
Net loss				(1,281,108)	(1,281,108)
Balance at Mar. 31, 2018	$ 7,301	13,791	3,242,822	(5,986,338)	(2,722,424)
Balance, Shares at Mar. 31, 2018	73,009,141
Sale of common stock	$ 448	(236)	365,659		365,871
Sale of common stock, shares	4,474,453
Fair value of warrants allocated to proceeds of common stock			28,065		28,065
Fair value of warrants issued to extend related party notes payable
Fair value of warrants issued to extend convertible notes payable
Fair value of warrants issued for professional services			115,125		115,125
Consultant fees payable with common shares and warrants	$ 28	(9,618)	31,659		22,069
Consultant fees payable with common shares and warrants, shares	277,147
Shares and options issued pursuant to employee equity incentive plan	$ 18		6,011		6,029
Shares and options issued pursuant to employee equity incentive plan, shares	188,750
Net loss				(1,110,249)	(1,110,249)
Balance at Jun. 30, 2018	$ 7,795	3,937	3,789,341	(7,096,587)	(3,295,514)
Balance, Shares at Jun. 30, 2018	77,949,491
Balance at Dec. 31, 2018	$ 8,518	26,137	7,531,553	(10,501,055)	(2,934,847)
Balance, shares at Dec. 31, 2018	85,178,902
Sale of common stock	$ 326		693,832		694,158
Sale of common stock, shares	3,261,978
Fair value of warrants allocated to proceeds of common stock			139,068		139,068
Shares issued with convertible notes payable	$ 3		4,673		4,676
Shares issued with convertible notes payable, shares	28,000
Fair value of warrants issued for professional services			54,257		54,257
Conversion of convertible notes payable to common stock	$ 251		534,980		535,231
Conversion of convertible notes payable to common stock, shares	2,512,821
Consultant fees payable with common shares and warrants	$ 27	19,960	6,850		26,837
Consultant fees payable with common shares and warrants, shares	270,000
Shares and options issued pursuant to employee equity incentive plan	$ 12		61,223		61,235
Shares and options issued pursuant to employee equity incentive plan, shares	113,750
Exercise of stock warrants	$ 210		(210)
Exercise of stock warrants, shares	2,098,427
Exercise of stock options	$ 11		(11)
Exercise of stock options, shares	113,141
Net loss				(1,060,717)	(1,060,717)
Balance at Mar. 31, 2019	$ 9,358	46,097	9,026,215	(11,561,772)	(2,480,102)
Balance, Shares at Mar. 31, 2019	93,577,019
Balance at Dec. 31, 2018	$ 8,518	26,137	7,531,553	(10,501,055)	(2,934,847)
Balance, shares at Dec. 31, 2018	85,178,902
Balance at Jun. 30, 2019	$ 10,107	105,348	10,627,789	(12,441,346)	(1,698,102)
Balance, Shares at Jun. 30, 2019	101,068,541
Balance at Mar. 31, 2019	$ 9,358	46,097	9,026,215	(11,561,772)	(2,480,102)
Balance, shares at Mar. 31, 2019	93,577,019
Acquisition of Hughes Center for Functional Medicine	$ 397		999,603		1,000,000
Acquisition of Hughes Center for Functional Medicine, shares	3,968,254
Sale of common stock	$ 57	34,418	110,989		145,464
Sale of common stock, shares	567,953
Fair value of warrants allocated to proceeds of common stock			15,582		15,582
Fair value of warrants allocated to proceeds of convertible notes payable			225,323		225,323
Shares issued with convertible notes payable	$ 5		12,495		12,500
Shares issued with convertible notes payable, shares	50,000
Fair value of warrants issued for professional services
Conversion of convertible notes payable to common stock	$ 74		138,688		138,762
Conversion of convertible notes payable to common stock, shares	740,002
Consultant fees payable with common shares and warrants	$ 3	24,833	39,510		64,346
Consultant fees payable with common shares and warrants, shares	30,000
Shares and options issued pursuant to employee equity incentive plan	$ 13		59,384		59,397
Shares and options issued pursuant to employee equity incentive plan, shares	135,313
Exercise of stock warrants	$ 200				200
Exercise of stock warrants, shares	2,000,000
Exercise of stock options
Exercise of stock options, shares
Net loss				(879,574)	(879,574)
Balance at Jun. 30, 2019	$ 10,107	$ 105,348	$ 10,627,789	$ (12,441,346)	$ (1,698,102)
Balance, Shares at Jun. 30, 2019	101,068,541

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Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	$ 23,365	$ 12,058
Stock based compensation, including amortization of prepaid fees	317,285	97,286
Amortization of original issue discount and debt discount on convertible notes	478,997	399,398
Financing cost	121,235	440,505
Change in fair value of derivative financial instrument	(415,514)	(38,165)
Loss on extinguishment of debt	67,363	308,359
Change in fair value of debt	60,106	83,398
Changes in operating assets and liabilities:
Accounts receivable	(9,210)	(28,504)
Inventory	(21,469)
Prepaid expenses and deposits	(9,380)	(183,878)
ROU lease assets	133,046
Accounts payable and accrued expenses	133,270	45,345
Lease liability	(128,084)
Due to related party, current portion	33,488	32,608
Net cash used in operating activities	(1,155,793)	(1,222,947)
Cash Flows from Investing Activities
Acquisition of property and equipment	(4,302)	(201)
Acquisition, net of cash acquired	(465,000)
Net cash used in investing activities	(469,302)	(201)
Cash Flows from Financing Activities
Proceeds from sale of common stock	994,272	645,503
Proceeds from exercise of warrants	200
Proceeds from issuance of convertible notes	1,025,000	805,500
Repayment of convertible notes, including prepayment premium	(404,416)	(284,682)
Proceeds from related party loans		101,450
Repayment of related party loans		(9,000)
Proceeds from notes payable and bank loans		73,500
Repayment of notes payable and bank loans		(113,257)
Payments on capital leases		(7,645)
Net cash provided by financing activities	1,615,056	1,211,369
Net decrease in cash	(10,039)	(11,779)
Cash, beginning of period	135,778	50,006
Cash, end of period	125,739	38,227
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	15,589	9,978
Cash paid during the period for income tax
Schedule of non-cash investing and financing activities:
Initial derivative liability and fair value of beneficial conversion feature and original issue discount allocated to proceeds of variable convertible notes payable	804,059	1,246,005
Common stock issuable issued during period	25	54
Fair value of warrants issued for professional service	54,257	94,844
Conversion of convertible note payable to common shares	673,993
Fair value of common shares issued with convertible notes payable	17,176
Cashless exercise of options and warrants	221
Adoption of lease obligation and ROU asset	560,050
Fair value of shares issued as acquisition consideration	1,000,000
Value of contingent acquisition consideration	500,000
Fair value of warrants issued to extend maturity date of convertible notes payable		10,199
Fair value of warrants issued to extend related party notes payable		337,466
Derivative liabilities written off with repayment of convertible notes payable	288,569	216,640
Derivative liabilities written off with conversion of convertible notes payable	267,811
Fair value of warrants allocated to proceeds of fixed convertible notes payable	$ 225,323

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Business and Business Presentation

6 Months Ended

Jun. 30, 2019

Business and Business Presentation [Abstract]

BUSINESS AND BUSINESS PRESENTATION

NOTE 1 – BUSINESS AND BUSINESS PRESENTATION

HealthLynked Corp., a Nevada corporation (the "Company") was incorporated in the State of Nevada on August 4, 2014. On September 2, 2014, the Company filed Amended and Restated Articles of Incorporation with the Secretary of State of Nevada setting the total number of authorized shares at 250,000,000 shares, which included up to 230,000,000 shares of common stock and 20,000,000 shares of "blank check" preferred stock. On February 5, 2018, the Company filed an Amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of Nevada to increase the number of authorized shares of common stock to 500,000,000 shares. The Company also previously had 2,953,840 designated shares of Series A Preferred Stock in 2014, which were converted into the 2,953,840 shares of the Company's common shares on July 30, 2016.

On September 5, 2014, the Company entered into a share exchange agreement (the "Share Exchange Agreement") with Naples Women's Center LLC ("NWC"), a Florida Limited Liability Company ("LLC"), acquiring 100% of the LLC membership units of NWC through the issuance of 50,000,000 shares of Company common stock to the members of NWC (the "Restructuring"). NWC is a multi-specialty medical group including OB/GYN (both Obstetrics and Gynecology), and General Practice located in Naples, Florida.

On June 28, 2018, the Company formed wholly-owned subsidiary HLYK FL LLC ("Merger Sub") to act as the acquiring entity in the acquisition of Hughes Center for Functional Medicine, P.A. (the "HCFM"). The acquisition of HCFM was completed on April 12, 2019. At the time of the acquisition, HCFM was renamed and rebranded as Naples Center for Functional Medicine ("NCFM"). See "Note 4 – Acquisition." NCFM is a Functional Medical Practice located in Naples, Florida and is engaged in improving the health of its patients through individualized and integrative health care. NWC and NCFM comprise the Company's "Health Services" segment.

The Company also develops and operates an online personal medical information and record archive system, the "HealthLynked Network", which enables patients and doctors to keep track of medical information via the Internet in a cloud-based system. Patients complete a detailed online personal medical history including past surgical history, medications, allergies, and family history. Once this information is entered patients and their treating physicians are able to update the information as needed to provide a comprehensive medical history. Business activities surrounding the HealthLynked Network comprise the Company's "Digital Healthcare" segment.

These unaudited condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the Company's consolidated financial statements and notes thereto for the years ended December 31, 2018 and 2017, respectively, which are included in the Company's Form 10-K filed with the United States Securities and Exchange Commission on April 1, 2019. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three and six months ended June 30, 2019 are not necessarily indicative of results for the entire year ending December 31, 2019.

All significant intercompany transactions and balances have been eliminated upon consolidation. In addition, certain amounts in the prior periods' consolidated financial statements have been reclassified to conform to the current period presentation.

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Significant Accounting Policies

6 Months Ended

Jun. 30, 2019

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the presentation of the accompanying consolidated financial statements follows:

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP").

All amounts referred to in the notes to the unaudited condensed consolidated financial statements are in United States Dollars ($) unless stated otherwise. 

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Significant estimates include assumptions about collection of accounts receivable, the valuation and recognition of stock-based compensation expense, valuation allowance for deferred tax assets, borrowing rate consideration for ROU lease assets including related lease liability and useful life of fixed assets.

Adopted Accounting Pronouncements

Effective January 1, 2019, the Company adopted Accounting Standards Update ("ASU") No. 2016-02, Leases ("ASU 2016-02") using the required modified retrospective approach. ASU 2016-02 requires lessees to record most leases on their balance sheets but recognize expenses on their income statements in a manner similar to current accounting. See discussion below under the caption "Leases" in this Note 2 and in Note 9 for more detail on the Company's accounting policy with respect to lease accounting.

Effective January 1, 2019, the Company adopted ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The adoption of this guidance did not materially impact the Company's financial statements and related disclosures.

Patient Service Revenue

Patient service revenue is reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for providing patient care. These amounts are due from patients and third-party payors (including health insurers and government programs) and includes variable consideration for retroactive revenue adjustments due to settlement of audits, reviews, and investigations. Generally, the Company bills patients and third-party payors within days after the services are performed and/or the patient is discharged from the facility. Revenue is recognized as performance obligations are satisfied.

Performance obligations are determined based on the nature of the services provided by the Company. Revenue for performance obligations satisfied over time is recognized based on actual charges incurred in relation to total expected charges. The Company believes that this method provides a faithful depiction of the transfer of services over the term of the performance obligation based on the inputs needed to satisfy the obligation. Revenue for performance obligations satisfied at a point in time is recognized when goods or services are provided and the Company does not believe it is required to provide additional goods or services to the patient.

The Company determines the transaction price based on standard charges for goods and services provided, reduced by contractual adjustments provided to third-party payors, discounts provided to uninsured patients in accordance with the Company's policy, and/or implicit price concessions provided to uninsured patients. The Company determines its estimates of contractual adjustments and discounts based on contractual agreements, its discount policies, and historical experience. The Company determines its estimate of implicit price concessions based on its historical collection experience with this class of patients.

Agreements with third-party payors typically provide for payments at amounts less than established charges. A summary of the payment arrangements with major third-party payors follows:

● Medicare: Certain inpatient acute care services are paid at prospectively determined rates per discharge based on clinical, diagnostic and other factors. Certain services are paid based on cost-reimbursement methodologies subject to certain limits. Physician services are paid based upon established fee schedules. Outpatient services are paid using prospectively determined rates.

● Medicaid: Reimbursements for Medicaid services are generally paid at prospectively determined rates per discharge, per occasion of service, or per covered member.

● Other: Payment agreements with certain commercial insurance carriers, health maintenance organizations, and preferred provider organizations provide for payment using prospectively determined rates per discharge, discounts from established charges, and prospectively determined daily rates.

Laws and regulations concerning government programs, including Medicare and Medicaid, are complex and subject to varying interpretation. As a result of investigations by governmental agencies, various health care organizations have received requests for information and notices regarding alleged noncompliance with those laws and regulations, which, in some instances, have resulted in organizations entering into significant settlement agreements. Compliance with such laws and regulations may also be subject to future government review and interpretation as well as significant regulatory action, including fines, penalties, and potential exclusion from the related programs. There can be no assurance that regulatory authorities will not challenge the Company's compliance with these laws and regulations, and it is not possible to determine the impact, if any, such claims or penalties would have upon the Company. In addition, the contracts the Company has with commercial payors also provide for retroactive audit and review of claims.

Settlements with third-party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company's historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known, or as years are settled or are no longer subject to such audits, reviews, and investigations.

The Company also provides services to uninsured patients, and offers those uninsured patients a discount, either by policy or law, from standard charges. The Company estimates the transaction price for patients with deductibles and coinsurance and from those who are uninsured based on historical experience and current market conditions. The initial estimate of the transaction price is determined by reducing the standard charge by any contractual adjustments, discounts, and implicit price concessions. Subsequent changes to the estimate of the transaction price are generally recorded as adjustments to patient service revenue in the period of the change. Patient services provided by NCFM are provided on a cash basis and not submitted through third party insurance providers.

Cash and Cash Equivalents

For financial statement purposes, the Company considers all highly liquid investments with original maturities of three months or less to be cash and cash equivalents.

Accounts Receivable

Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past collectability of the insurance companies, government agencies, and customers' accounts receivable during the related period which generally approximates 47% of total billings. Trade accounts receivable are recorded at this net amount. As of June 30, 2019 and December 31, 2018, the Company's gross accounts receivable were $265,159 and $244,956, respectively, and net accounts receivable were $124,095 and $114,884, respectively, based upon net reporting of accounts receivable. As of June 30, 2019 and December 31, 2018, the Company's allowance of doubtful accounts was $13,972 and $13,972, respectively.

Leases

Upon transition under ASU 2016-02, the Company elected the suite of practical expedients as a package applied to all of its leases, including (i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing initial direct costs for any existing leases. For new leases, the Company will determine if an arrangement is or contains a lease at inception. Leases are included as right-of-use ("ROU") assets within other assets and ROU liabilities within accrued expenses and other liabilities and within other long-term liabilities on the Company's condensed consolidated balance sheets.

ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company's leases do not provide an implicit rate. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Adoption of ASU 2016-02 had an impact of $427,004 and $431,996 on the Company's assets and liabilities, respectively, and had no material impact on cash provided by or used in operating, investing or financing activities on the Company's unaudited condensed consolidated statements of cash flows.

Inventory

Inventory consisting of supplements, is stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. Outdated inventory is directly charged to cost of goods sold.

Goodwill and Intangible Assets

Goodwill is recognized as the excess cost of an acquired entity over the net amount assigned to assets acquired and liabilities assumed. Goodwill is not amortized, but rather tested for impairment on an annual basis and more often if circumstances require. Impairment losses are recognized whenever the implied fair value of goodwill is less than its

carrying value.

The Company recognizes an acquired intangible apart from goodwill whenever the intangible arises from contractual or other legal rights, or whenever it can be separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability. Such intangibles are amortized over their estimated useful lives unless the estimated useful life is determined to be indefinite. Amortizable intangible assets are being amortized primarily over useful lives of five years. The straight-line method of amortization is used as it has been determined to approximate the use pattern of the assets. Impairment losses are recognized if the carrying amount of an intangible that is subject to amortization is not recoverable from expected future cash flows and its carrying amount exceeds its fair value.

The Company also maintains intangible assets with indefinite lives, which are not amortized. These intangibles are tested for impairment on an annual basis and more often if circumstances require. Impairment losses are recognized whenever the implied fair value of these assets is less than their carrying value. No impairment charges were recognized in the three and six months ended June 30, 2019 or 2018.

Concentrations of Credit Risk

The Company's financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. There are no patients/customers that represent 10% or more of the Company's revenue or accounts receivable. Generally, the Company's cash and cash equivalents are in checking accounts.

Property and Equipment

Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For consolidated financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 5 to 7 years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized.

The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset's estimated fair value and its book value. There was no impairment as of June 30, 2019 and December 31, 2018. 

Convertible Notes

Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized as additional paid-in capital and included in equity, net of income tax effects, and is not subsequently remeasured. After initial measurement, they are carried at amortized cost using the effective interest method. Convertible notes for which the maturity date has been extended and that qualify for debt extinguishment treatment are recorded at fair value on the extinguishment date and then revalue at the end of each reporting period, with the change recorded to the statement of operations under "Change in Fair Value of Debt."

Derivative Financial Instruments

The Company reviews the terms of convertible debt, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received, an immediate charge to income is recognized, in order to initially record the derivative instrument liabilities at their fair value. The discount from the face value of convertible debt instruments resulting from allocating some or all of the proceeds to the derivative instruments is amortized over the life of the instrument through periodic charges to income.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

Fair Value of Assets and Liabilities

Fair value is the price that would be received from the sale of an asset or paid to transfer a liability (i.e. an exit price) in the principal or most advantageous market in an orderly transaction between market participants. In determining fair value, the accounting standards have established a three-level hierarchy that distinguishes between (i) market data obtained or developed from independent sources (i.e., observable data inputs) and (ii) a reporting entity's own data and assumptions that market participants would use in pricing an asset or liability (i.e., unobservable data inputs). Financial assets and financial liabilities measured and reported at fair value are classified in one of the following categories, in order of priority of observability and objectivity of pricing inputs:

● Level 1 – Fair value based on quoted prices in active markets for identical assets or liabilities

● Level 2 – Fair value based on significant directly observable data (other than Level 1 quoted prices) or significant indirectly observable data through corroboration with observable market data. Inputs would normally be (i) quoted prices in active markets for similar assets or liabilities, (ii) quoted prices in inactive markets for identical or similar assets or liabilities or (iii) information derived from or corroborated by observable market data.

● Level 3 – Fair value based on prices or valuation techniques that require significant unobservable data inputs. Inputs would normally be a reporting entity's own data and judgments about assumptions that market participants would use in pricing the asset or liability

The fair value measurement level for an asset or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs.

Stock-Based Compensation

The Company accounts for stock-based compensation under ASC 718 "Compensation – Stock Compensation" using the fair value based method. Under this method, 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. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments.

The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.

Income Taxes

The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes ("ASC 740-10") for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. No Income Tax has been provided for the three or six months ended June 30, 2019, since the Company has sustained a loss for the period. Due to the uncertainty of the utilization and recoverability of the loss carry-forwards (including the three and six months ended June 30, 2019) and other deferred tax assets, management has determined a full valuation allowance for the deferred tax assets, since it is more likely than not that the deferred tax assets will not be realizable.

Recurring Fair Value Measurements

The carrying value of the Company's financial assets and financial liabilities is their cost, which may differ from fair value. The carrying value of cash held as demand deposits, money market and certificates of deposit, marketable investments, accounts receivable, short-term borrowings, accounts payable, accrued liabilities, and derivative financial instruments approximated their fair value.

Net Loss per Share 

Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. During the three and six months ended June 30, 2019 and 2018, the Company reported a net loss and excluded all outstanding stock options, warrants and other dilutive securities from the calculation of diluted net loss per common share because inclusion of these securities would have been anti-dilutive. As of June 30, 2019 and December 31, 2018, potentially dilutive securities were comprised of (i) 43,783,874 and 46,161,463 warrants outstanding, respectively, (ii) 4,036,750 and 3,707,996 stock options outstanding, respectively, (iii) 15,128,584 and 15,517,111 shares issuable upon conversion of convertible notes, respectively, and (iv) 463,750 and 540,000 unissued shares subject to future vesting requirements granted pursuant to the Company's Employee Incentive Plan. 

Common stock awards

The Company grants common stock awards to non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted, whichever is more reliably measurable. The fair value measurement date of these awards is generally the date the performance of services is complete. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded on the consolidated statement of comprehensive loss in the same manner and charged to the same account as if such settlements had been made in cash.

Warrants

In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes option pricing model as of the measurement date. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value as expense over the requisite service period or at the date of issuance, if there is not a service period. Warrants granted in connection with ongoing arrangements are more fully described in Note 11, Shareholders' Deficit.

Business Segments

The Company uses the "management approach" to identify its reportable segments. The management approach designates the internal organization used by management for making operating decisions and assessing performance as the basis for identifying the Company's reportable segments. Using the management approach, the Company determined that it has two operating segments: Health Services (multi-specialty medical group including the NWC OB/GYN practice and the NCFM practice acquired in April 2019) and Digital Healthcare (develops and markets the "HealthLynked Network," an online personal medical information and record archive system).

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Going Concern Matters and Liquidity

6 Months Ended

Jun. 30, 2019

Going Concern Matters and Liquidity [Abstract]

GOING CONCERN MATTERS AND LIQUIDITY

NOTE 3 – GOING CONCERN MATTERS AND LIQUIDITY

As of June 30, 2019, the Company had a working capital deficit of $3,909,871 and accumulated deficit $12,441,346. For the six months ended June 30, 2019, the Company had a net loss of $1,940,291 and net cash used by operating activities of $1,155,793. Net cash used in investing activities was $469,302, comprised principally of the cash portion of paid for the acquisition of NCFM totaling $465,000 (net of cash acquired). Net cash provided by financing activities was $1,615,056, resulting principally from $1,025,000 net proceeds from the issuance of convertible notes and $994,272 proceeds from the sale of common stock.

The Company's cash balance and revenues generated are not currently sufficient and cannot be projected to cover its operating expenses for the next twelve months from the date of this report. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans include attempting to improve its business profitability and its ability to generate sufficient cash flow from its operations to meet its needs on a timely basis, obtaining additional working capital funds through equity and debt financing arrangements, and restructuring on-going operations to eliminate inefficiencies to raise cash balance in order to meet its anticipated cash requirements for the next twelve months from the date of this report. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company's ongoing capital expenditures, working capital, and other requirements. Management intends to make every effort to identify and develop sources of funds. The outcome of these matters cannot be predicted at this time. There can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at all.

The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital and achieve profitable operations. The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. 

During July 2016, the Company entered into an Investment Agreement (the "Investment Agreement") pursuant to which the investor has agreed to purchase up to $3,000,000 of Company common stock over a three-year period starting upon registration of the underlying shares, with such shares put to the investor by the Company pursuant to a specified formula that limits the number of shares able to be put to the investor to the number equal to the average trading volume of the Company's common shares for the ten consecutive trading days prior to the put notice being issued. During the six months ended June 30, 2019, the Company received $604,272 from the proceeds of the sale of 2,696,597 shares pursuant to the Investment Agreement.

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Acquisition

6 Months Ended

Jun. 30, 2019

Business Combinations [Abstract]

ACQUISITION

NOTE 4 – ACQUISITION

On April 12, 2019 the Company acquired a 100% interest in HCFM, a medical practice engaged in improving the health of its patients through individualized and integrative health care. Under the terms of acquisition, the Company paid HCFM shareholders $500,000 in cash, issued 3,968,254 shares of the Company's common stock and agreed to an earn-out provision of $500,000 that may be earned based on the performance of HCFM in fiscal years ended December 31, 2019, 2020, and 2021.  The total consideration represents a transaction value of $2,000,000. The Company accounted for the transaction as an acquisition of a business pursuant to ASC 805, "Business Combinations" ("ASC 805").

Following the acquisition, HCFM was rebranded as NCFM and was combined with NWC to form the Company's Health Services segment. As a result of the acquisition, the Company is expected to be a leading provider of Functional Medicine in Southwest Florida. The Company also expects to reduce costs in its Health Services segment through economies of scale.

The following table summarizes the consideration paid for HCFM and the value of assets acquired that were recognized at the acquisition date. There were no liabilities assumed in the acquisition of HCFM.

Cash	$	500,000
Common Stock (3,968,254 shares)		1,000,000
Earn Out Agreement		500,000
Fair Value of Total Consideration		2,000,000

The fair value of the 3,968,254 common shares issued as part of the acquisition consideration was determined using the intraday volume weighted average price of the Company's common shares on the acquisition date. The terms of the earn out require the Company to pay the former owner of HCFM up to $100,000, $200,000 and $200,000 on the first, second and third anniversary, respectively, based on achievement by NCFM of revenue of at least $3,100,000 (50% weighting) and EBITDA of at least $550,000 (50% weighting) in the year preceding each anniversary date.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date.

Cash	$	35,000
Hyperbaric Chambers		452,289
Medical Equipment		29,940
Computer Equipment/Software		19,739
Office Furniture & Equipment		23,052
Inventory		72,114
Leasehold Improvements		25,000
Website		41,000
Patient Management Platform Database		1,230,000
Goodwill		71,866
Fair Value of Identifiable Assets Acquired	$	2,000,000

Goodwill of $71,866 arising from the acquisition consists of value associated with the legacy name. None of the goodwill recognized is expected to be deductible for income tax purposes. The fair value of the website of $41,000 was determined based upon the cost to reconstruct and put into use applying current market rates.

The fair value of the Patient Management Platform Database of $1,230,000 was estimated by applying the income approach. Under the income approach, the expected future cash flows generated by the Patient Management Platform Database are estimated and discounted to their net present value at an appropriate risk-adjusted rate of return. Significant factors considered in the calculation of the rate of return are the weighted average cost of capital and return on assets, as well as the risks inherent in the business. Cash flows were estimated based on EBITDA using forecasted revenue and costs. The measure is based on significant inputs that are not observable in the market (i.e. Level 3 inputs). Key assumptions include (i) a capitalization rate of 11.75% (ii) sustainable growth of 5% and (iii) a benefit stream using EBITDA cash flow.

The amounts of revenue and net income of HCFM included in the Company's consolidated income statement from the acquisition date to the period ending June 30, 2019 are as follows:

Revenue	$	690,127
Net income	$	84,856

The following represents the pro forma consolidated income statement as if HCFM had been included in the consolidated results of the Company for the entire six-month periods ending June 30, 2019 and 2018:

	Six Months Ended June 30,
	2019			2018
Revenue	$	2,569,030		$	2,925,174
Net income	$	(1,890,058	)	$	(2,160,552	)

These amounts have been calculated after applying the Company's accounting policies and adjusting the results of HCFM to reflect (i) the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had been applied on January 1, 2019 and 2018, respectively, and (ii) financing charges related directly to the acquisition of HCFM that would have been incurred in 2018 if the acquisition had been completed on January 1, 2018.

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Deferred Offering Costs and Prepaid Expenses

6 Months Ended

Jun. 30, 2019

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

DEFERRED OFFERING COSTS AND PREPAID EXPENSES

NOTE 5 – DEFERRED OFFERING COSTS AND PREPAID EXPENSES

Deferred Offering Costs

On July 7, 2016, the Company entered into the Investment Agreement with an accredited investor, pursuant to which an accredited investor agreed to invest up to $3,000,000 to purchase the Company's common stock, par value of $.0001 per share. The purchase price for such shares shall be 80% of the lowest volume weighted average price of the Company's common stock during the five consecutive trading days prior to the date on which written notice is sent by the Company to the investor stating the number of shares that the Company is selling to the investor, subject to certain discounts and adjustments. Further, for each $50,000 that the investor tenders to the Company for the purchase of shares of common stock, the investor was to be granted warrants for the purchase of an equivalent number of shares of common stock. The warrants were to expire five (5) years from their respective grant dates and have an exercise price equal to 130% of the weighted average purchase price for the respective "$50,000 increment."

On March 22, 2017, the Company and the investor entered into an Amended Investment Agreement (the "Amended Investment Agreement") whereby the parties agreed to modify the terms of the Investment Agreement by providing that in lieu of granting the investor warrants for each $50,000 that the investor tenders to the Company, the Company granted to the investor warrants to purchase an aggregate of 7,000,000 shares of common stock. The warrants have the following fixed exercise prices: (i) 4,000,000 shares at $0.25 per share; (ii) 2,000,000 shares at $0.50 per share; and (iii) 1,000,000 shares at $1.00 per share. The warrants also contain a "cashless exercise" provision and the shares underlying the warrants will not be registered. The fair value of the warrants was calculated using the Black-Scholes pricing model at $56,635, with the following assumptions: risk-free interest rate of 1.95%, expected life of 5 years, volatility of 40%, and expected dividend yield of zero.

On June 7, 2017, the Company also granted warrants to purchase 200,000 shares at $0.25 per share, 100,000 shares at $0.50 per share and 50,000 shares at $1.00 per share to an advisor as a fee in connection with the Amended Investment Agreement. The fair value of the warrants was calculated using the Black-Scholes pricing model at $96,990, with the following assumptions: risk-free interest rate of 1.74%, expected life of 5 years, volatility of 40%, and expected dividend yield of zero.

This fair value of the warrants described above was recorded as a deferred offering cost and will be amortized over the period during which the Company can access the financing, which begins the day after a registration statement registering shares underlying the Investment Agreement is declared effective by the United States Securities and Exchange Commission (the "SEC"), and ends 3 years from that date. On May 15, 2017, the SEC declared effective a registration statement registering shares underlying the Investment Agreement. During the three months ended June 30, 2019 and 2018, the Company recognized $12,802 and $12,802, respectively, in general and administrative expense related to the cost of the warrants. During the six months ended June 30, 2019 and 2018, the Company recognized $25,604 and $25,604, respectively, in general and administrative expense related to the cost of the warrants.

Prepaid Expenses

On December 6, 2018, the Company granted additional three-year warrants to purchase 240,000 shares at an exercise price of $0.20 per share to two advisors for services to be provided over a three-month period. The fair value of the warrants was calculated using the Black-Scholes pricing model at $35,462, with the following assumptions: risk-free interest rate of 2.76%, expected life of 3 years, volatility of 285.22%, and expected dividend yield of zero. The Company recognized no expense in the three months ended June 30, 2019 and 2018 and $25,611 and $-0- in the six months ended June 30, 2019 and 2018, respectively, to general and administrative expense related to the cost of the warrants.

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Property, Plant, and Equipment

6 Months Ended

Jun. 30, 2019

Property, Plant and Equipment [Abstract]

PROPERTY, PLANT, AND EQUIPMENT

NOTE 6 – PROPERTY, PLANT, AND EQUIPMENT

Property, plant and equipment at June 30, 2019 and December 31, 2018 are as follows:

	June 30,			December 31,
	2019			2018
Capital lease equipment	$	251,752		$	343,492
Medical equipment		482,229			—
Telephone equipment		12,308			12,308
Furniture, transport and office equipment		511,062			438,970
Total property, plant and equipment		1,257,351			794,770
Less: accumulated depreciation		(703,429	)		(752,173	)
Property, plant and equipment, net	$	553,922		$	42,597

Depreciation expense during the three months ended three months ended June 30, 2019 and 2018 was $21,710 and $6,029, respectively. Depreciation expense during the six months ended three months ended June 30, 2019 and 2018 was $23,365 and $12,058, respectively.

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Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

NOTE 7 – GOODWILL AND INTANGIBLE ASSETS

Goodwill and intangible assets at June 30, 2019 and December 31, 2018 are as follows:

	June 30,			December 31,
	2019			2018
Medical database	$	1,230,000		$	—
Website		41,000			—
Total intangible assets		1,271,000			—
Less: accumulated amortization		(1,775	)		—
Intangible assets, net		1,269,225
Plus: goodwill		71,866
Goodwill and intangible assets, net	$	1,341,091		$	—

Goodwill and intangible assets arose from the acquisition of NCFM in April 2019. The medical database is assumed to have an indefinite life and is not amortized. The website is being amortized on a straight-line basis over its estimated useful life of five years. Goodwill represents the excess of consideration transferred over the fair value of the net identifiable assets acquired related to the acquisition of NCFM.

Amortization expense in the three and six months ended June 30, 2019 was $1,775. No amortization expense was recognized in the three and six months ended June 30, 2018. No impairment charges were recognized related to goodwill and intangible assets in the six months ended June 30, 2019 or 2018.

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Notes Payable and Other Amounts Due to Related Party

6 Months Ended

Jun. 30, 2019

Notes Payable and Other Amounts Due to Related Party [Abstract]

NOTES PAYABLE AND OTHER AMOUNTS DUE TO RELATED PARTY

NOTE 8 – NOTES PAYABLE AND OTHER AMOUNTS DUE TO RELATED PARTY

	June 30,		December 31,
	2019		2018
Due to related party:
Deferred compensation, Dr. Michael Dent	$	300,600	$	300,600
Accrued interest payable to Dr. Michael Dent		162,574		129,117
Total due to related party		463,174		429,717
Notes payable to related party:
Notes payable to Dr. Michael Dent, current portion	$	684,586	$	672,471

Notes Payable to Dr. Michael Dent

Prior to August 2014, NWC was owned and controlled by the Company's Chief Executive Officer, Dr. Michael Dent ("DMD"). DMD first provided an up to $175,000 unsecured note payable to the Company with a 0% interest rate. During 2013 the limit on the unsecured Note Payable was increased up to $500,000 and during 2014 it was increased to $750,000 with a maturity date of December 31, 2017. All principal and interest is due at maturity of the $750k DMD Note on December 31, 2019. Interest accrued on the $750k DMD Note as of June 30, 2019 and December 31, 2018 was $78,704 and $66,859, respectively.

The carrying values of notes payable to Dr. Michael Dent as of June 30, 2019 and December 31, 2018 were as follows:

			Interest	June 30,			December 31,
Inception Date	Maturity Date	Borrower	Rate	2019			2018
January 12, 2017	January 13, 2019	HLYK	10%	$	42,995	*	$	40,560	*
January 18, 2017	January 19, 2019	HLYK	10%		24,537	*		23,165	*
January 24, 2017	January 15, 2019	HLYK	10%		61,265	*		57,839	*
February 9, 2017	February 10, 2019	HLYK	10%		36,635	*		34,586	*
April 20, 2017	April 21, 2019	HLYK	10%		12,030	*		11,357	*
June 15, 2017	June 16, 2019	HLYK	10%		38,624	*		36,464	*
August 17, 2017	August 18, 2018	HLYK	10%		20,000			20,000
August 24, 2017	August 25, 2018	HLYK	10%		37,500			37,500
September 7, 2017	September 8, 2018	HLYK	10%		35,000			35,000
September 21, 2017	September 22, 2018	HLYK	10%		26,500			26,500
September 29, 2017	September 30, 2018	HLYK	10%		12,000			12,000
December 21, 2017	December 22, 2018	HLYK	10%		14,000			14,000
January 8, 2018	January 9, 2019	HLYK	10%		75,000			75,000
January 11, 2018	January 12, 2019	HLYK	10%		9,000			9,000
January 26, 2018	January 27, 2019	HLYK	10%		17,450			17,450
January 3, 2014	December 31, 2018	NWC	10%		222,050			222,050
				$	684,586		$	672,471

* - Denotes that note payable is carried at fair value

On July 18, 2018, in connection with a $2,000,000 private placement by a third-party investor, Dr. Dent agreed to extend the maturity date on all of the above notes until December 31, 2019. Interest accrued on the above unsecured promissory notes as of June 30, 2019 and December 31, 2018 was $83,901 and $62,258, respectively.

On February 12, 2018, the Company issued a warrant to purchase 6,678,462 shares of common stock to DMD as an inducement to (i) extend the maturity dates of up to $439,450 loaned by Dr. Dent to the Company in 2017 and 2018 in the form of unsecured promissory notes, including $75,000 loaned from Dr. Dent to the Company in January 2018 to allow the Company to retire an existing convertible promissory note payable to Power-up Lending Group Ltd. before such convertible promissory note became eligible for conversion, and (ii) provide continued loans to the Company. The warrant is immediately exercisable at an exercise price of $0.065 per share, subject to adjustment, and expires five years after the date of issuance. The fair value of the warrants was calculated using the Black-Scholes pricing model at $337,466, with the following assumptions: risk-free interest rate of 2.56%, expected life of 5 years, volatility of 268.90%, and expected dividend yield of zero. On March 28, 2018, DMD agreed to extend the maturity dates of promissory notes with an aggregate face value of $177,500, which were originally scheduled to mature before September 30, 2018, by one year from the original maturity date. Because the fair value of the warrants was greater than 10% of the present value of the remaining cash flows under the modified promissory notes, the transaction was treated as a debt extinguishment and reissuance of new debt instruments pursuant to the guidance of ASC 470-50 "Debt – Modifications and Extinguishments" ("ASC 470-50"). A loss on debt extinguishment was recorded in the amount of $348,938, equal to the fair value of the warrants of $337,466, plus the excess of $11,472 of the fair value of the reissued debt instruments over the carrying value of the existing debt instruments. The change in fair value of the reissued debt instruments subsequent to the reissuance date, which is included on the statement of operations in "Change in fair value of debt," was $6,256 and $4,532 in the three months ended June 30, 2019 and 2018, respectively, and $12,084 and $7,981 in the six months ended June 30, 2019 and 2018, respectively,

MedOffice Direct

During 2017, the Company entered into an agreement with MedOffice Direct ("MOD"), a company majority-owned by the Company's CEO and largest shareholder, Dr. Michael Dent, pursuant to which the Company agreed to pay rent to MOD in the amount of $2,040 per month for office space in MOD's facility used by the Company and its employees for the period from January 1, 2017 through July 31, 2018. The agreement terminated on July 31, 2018. During the three months ended June 30, 2019 and 2018, the Company recognized rent expense to MOD in the amount of $-0- and $6,120, respectively, pursuant to this agreement. During the six months ended June 30, 2019 and 2018, the Company recognized rent expense to MOD in the amount of $-0- and $12,240, respectively, pursuant to this agreement.

During 2017, the Company entered into a separate Marketing Agreement with MOD pursuant to which MOD agreed to market the HealthLynked Network to its physician practice clients, in exchange for a semi-annual fee of $25,000. This agreement was terminated effective April 1, 2018. During the six months ended June 30, 2019 and 2018, the Company recognized general and administrative expense in the amount of $-0- and $12,500, respectively, pursuant to this agreement. On July 1, 2018 the Company and MOD signed a marketing and service agreement pursuant to which the Company will include MOD offering as part of its product offering to physicians and the Company will receive 8% of revenue for new sales related to MOD products sold through the HealthLynked Network.

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Leases

6 Months Ended

Jun. 30, 2019

Leases [Abstract]

LEASES

NOTE 9 – LEASES

The Company has two operating leases for office space and equipment that expire in July 2020 and a separate operating lease for office space that expires in May 2022. The Company's weighted-average remaining lease term relating to its operating leases is 1.7 years, with a weighted-average discount rate of 17.36%.

The Company is also lessee in a capital equipment finance lease for medical equipment entered into in March 2015 and expiring in March 2020. The Company's weighted-average remaining lease term relating to its financing lease is 0.8 years, with a weighted-average discount rate of 9.38%. The Company's lease agreements generally do not provide an implicit borrowing rate, therefore an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments.

The table below summarizes the Company's lease-related assets and liabilities as of June 30, 2019:

	As of June 30, 2019
	Operating		Financing		Total
	Leases		Leases		Leases
Lease assets	$	413,864	$	13,140	$	427,004
Lease liabilities
Lease liabilities (short term)	$	293,131	$	13,140	$	306,271
Lease liabilities (long term)		125,695		—		125,695
Total lease liabilities	$	418,826	$	13,140	$	431,966

The Company incurred lease expense of $90,160 for the three months ended June 30, 2019, of which $85,573 related to operating leases and $4,587 related to financing leases. The Company incurred lease expense of $163,575 for the six months ended June 30, 2019, of which $154,401 related to operating leases and $9,174 related to financing leases.

Maturities of operating lease liabilities were as follows as of June 30, 2019:

	Operating			Capital			Total
	Leases			Leases			Commitments
2019 (July through December)	$	174,091		$	9,174		$	183,265
2020		234,891			4,587			239,478
2021		75,019			—			75,019
2022		28,443			—			28,443
2023		—			—			—
Total lease payments		512,444			13,761			526,205
Less interest		(93,618	)		(621	)		(94,239	)
Present value of lease liabilities	$	418,826		$	13,140		$	431,966

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Convertible Notes Payable

6 Months Ended

Jun. 30, 2019

Debt Disclosure [Abstract]

CONVERTIBLE NOTES PAYABLE

NOTE 10 – CONVERTIBLE NOTES PAYABLE

On December 20, 2017, the Company entered into a Merchant Cash Advance Factoring Agreement ("MCA") with Power Up Lending Group, Ltd. (the "PULG") pursuant to which the Company received an advance of $75,000 before closing fees (the "December MCA"). The Company was required to repay the advance, which acts like an ordinary note payable, at the rate of $4,048 per week until the balance of $102,000, which was scheduled for June 2018. At inception, the Company recognized a note payable in the amount of $102,000 and a discount against the note payable of $28,500. The discount was being amortized over the life of the instrument. The December MCA was repaid on June 1, 2018. The Company made installment payments of $-0- and $36,429, respectively, during the three months ended June 30, 2019 and 2018 and $-0- and $89,048, respectively, during the six months ended June 30, 2019 and 2018. The Company recognized amortization of the discount in the amount of $-0- and $12,307 in the three months ended June 30, 2019 and 2018, respectively and $-0- and $26,881 in the six months ended June 30, 2019 and 2018, respectively, including $2,267 recognized to amortize the remaining discount at retirement in June 2018.

On June 1, 2018, the Company entered into a new MCA with PULG pursuant to which the Company received an advance of $75,000 before closing fees. The Company was required to repay the advance at the rate of $4,048 per week until the balance of $102,000 was repaid, which was scheduled for November 2018. At inception, the Company recognized a note payable in the amount of $102,000 and a discount against the note payable of $28,500. The December 2018 MCA was repaid in full in November 2018. During the three and six months ended June 30, 2018, the Company recognized amortization of the discount in the amount of $4,560.

CONVERTIBLE NOTES PAYABLE

NOTE 11 – CONVERTIBLE NOTES PAYABLE

Convertible notes payable as of June 30, 2019 and December 31, 2018 are comprised of the following:

	June 30,			December 31,
	2019			2018
$550k Note - July 2016	$	630,065	*	$	594,813
$50k Note - July 2016		63,885	*		60,312
$111k Note - May 2017		132,606	*		125,190
$171.5k Note - October 2017		—			186,472
$103k Note I - October 2018		—			103,000
$103k Note II - November 2018		—			103,000
$153k Note - November 2018		43,000			153,000
$103k Note III - December 2018		—			103,000
$78k Note I - January 2019		78,000			—
$78k Note II - January 2019		78,000			—
$103k Note III - April 2019		103,000			—
$104.5k Note - April 2019		104,500			—
$104.5k Note II - April 2019		104,500			—
$357.5k Note - April 2019		357,500			—
$103k Note IV - May 2019		103,000			—
$154k Note - June 2019		154,000			—
		1,952,056			1,428,787
Less: unamortized discount		(722,954	)		(386,473	)
Convertible notes payable, net of original issue discount and debt discount		1,229,102			1,042,314

* - Denotes that convertible note payable is carried at fair value

Amortization expense recognized on each convertible note outstanding during the three and six months ended June 30, 2019 and 2018 were as follows:

	Amortization of Debt Discount
	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
$111k Note - May 2017		—		—		—		6,931
$53k Note - July 2017		—		—		—		1,520
$35k Note - September 2017		—		—		—		7,972
$55k Note - September 2017		—		—		—		10,849
$53k Note II - October 2017		—		3,407		—		20,443
$171.5k Note - October 2017		—		38,796		—		85,278
$57.8k Note - January 2018		—		14,398		—		28,321
$112.8k Note - February 2018		—		28,110		—		45,718
$83k Note - February 2018		—		20,693		—		31,153
$105k Note - March 2018		—		26,178		—		33,658
$63k Note I - April 2018		—		19,469		—		19,469
$57.8k Note II - April 2018		—		11,866		—		11,866
$90k Note - April 2018		—		18,000		—		18,000
$53k Note III - April 2018		—		13,481		—		13,481
$68.3k Note - May 2018		—		10,816		—		10,816
$37k Note - May 2018		—		5,474		—		5,474
$63k Note II - May 2018		—		9,025		—		9,025
$78.8k Note - May 2018		—		7,983		—		7,983
$103k Note I - October 2018		1,446		—		33,972		—
$103k Note II - November 2018		13,096		—		44,952		—
$153k Note - November 2018		39,278		—		89,718		—
$103k Note III - December 2018		17,214		—		42,611		—
$78k Note I - January 2019		26,000		—		47,714		—
$78k Note II - January 2019		24,061		—		41,512		—
$103k Note III - April 2019		27,384		—		27,384		—
$104.5k Note - April 2019		22,842		—		22,842		—
$104.5k Note II - April 2019		22,842		—		22,842		—
$357.5k Note - April 2019		75,362		—		75,362		—
$103k Note IV - May 2019		18,727		—		18,727		—
$154k Note - June 2019		11,361		—		11,361		—
	$	299,613	$	227,696	$	478,997	$	367,957

Unamortized debt discount on outstanding convertible notes payable as of June 30, 2019 and December 31, 2018 are comprised of the following:

	Unamortized Discount as of
	June 30,		December 31,
	2019		2018
$103k Note I - October 2018	$	—	$	76,256
$103k Note II - November 2018		—		85,656
$153k Note - November 2018		7,877		129,462
$103k Note III - December 2018		—		95,099
$78k Note I - January 2019		30,286		—
$78k Note II - January 2019		36,488		—
$103k Note III - April 2019		75,616		—
$104.5k Note - April 2019		81,658		—
$104.5k Note II - April 2019		81,658		—
$357.5k Note - April 2019		182,459		—
$103k Note IV - May 2019		84,273		—
$154k Note - June 2019		142,639		—
	$	722,954	$	386,473

Interest expense recognized on each convertible note outstanding during the three and six months ended June 30, 2019 and 2018 were as follows:

	Interest Expense
	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
$550k Note - July 2016	$	8,227	$	8,227	$	16,364	$	16,364
$50k Note - July 2016		1,247		1,247		2,479		2,479
$111k Note - May 2017		4,123		4,078		8,200		8,246
$53k Note - July 2017		—		—		—		116
$35k Note - September 2017		—		—		—		614
$55k Note - September 2017		—		—		—		1,085
$53k Note II - October 2017		—		261		—		1,568
$171.5k Note - October 2017		—		4,276		1,785		8,504
$57.8k Note - January 2018		—		1,440		—		2,832
$112.8k Note - February 2018		—		2,811		—		4,572
$83k Note - February 2018		—		2,069		—		3,115
$105k Note - March 2018		—		2,618		—		3,366
$63k Note I - April 2018		—		1,536		—		1,536
$57.8k Note II - April 2018		—		1,187		—		1,187
$90k Note - April 2018		—		1,800		—		1,800
$53k Note III - April 2018		—		1,060		—		1,060
$68.3k Note - May 2018		—		1,085		—		1,085
$37k Note - May 2018		—		547		—		547
$63k Note II - May 2018		—		898		—		898
$78.8k Note - May 2018		—		798		—		798
$103k Note I - October 2018		113		—		2,653		—
$103k Note II - November 2018		1,044		—		3,584		—
$153k Note - November 2018		2,938		—		6,710		—
$103k Note III - December 2018		1,721		—		4,261		—
$78k Note I - January 2019		1,945		—		3,569		—
$78k Note II - January 2019		1,945		—		3,355		—
$103k Note III - April 2019		2,483		—		2,483		—
$104.5k Note - April 2019		2,290		—		2,290		—
$104.5k Note II - April 2019		2,290		—		2,290		—
$357.5k Note - April 2019		10,450		—		10,450		—
$103k Note IV - May 2019		1,524		—		1,524		—
$154k Note - June 2019		1,139		—		1,139		—
	$	43,479	$	35,938	$	73,136	$	61,772

Certain of our convertible notes payable are also carried at fair value and revalued at each period end, with changes to fair value recorded to the statement of operations under "Change in Fair Value of Debt." The changes in fair value during the three and six months ended June 30, 2019 and 2018 on such instruments were as follows:

	Change in Fair Value of Debt				Change in Fair Value of Debt				Fair Value of Debt as of
	Three Months Ended June 30,				Six Months Ended June 30,				June 30		December 31,
	2019		2018		2019		2018		2019		2018
$550k Note - July 2016	$	18,415	$	16,110	$	35,253	$	62,408	$	630,066	$	594,813
$50k Note - July 2016		1,865		1,572		3,573		9,771		63,885		60,312
$111k Note - May 2017		3,872		3,238		7,416		12,053		132,606		125,190
$171.5k Note - October 2017		—		—		1,781		—		—		186,472
	$	24,152	$	20,920	$	48,023	$	84,232	$	826,557	$	966,787

Convertible Notes Payable ($550,000) – July 2016

On July 7, 2016, the Company entered into a 6% fixed convertible secured promissory note with an investor with a face value of $550,000 (the "$550k Note"). The $550k Note is convertible into shares of the Company's common stock at the discretion of the note holder at a fixed price of $0.08 per share, or 6,875,000 of the Company's common shares, and is secured by all of the Company's assets. The Company received $500,000 net proceeds from the note after a $50,000 original issue discount. The $550k Note was originally scheduled to mature on April 11, 2017, but the maturity date was extended to July 7, 2018 during August 2017 and to December 31, 2019 during July 2018. The discount from the original issue discount, warrants and embedded conversion feature ("ECF") associated with the $550k Note was amortized over the original life of the note. The $550k Note is carried at fair value due to an extinguishment and reissuance recorded in 2017 and is revalued at each period end, with changes to fair value recorded to the statement of operations under "Change in Fair Value of Debt."

Convertible Notes Payable ($50,000) – July 2016

On July 7, 2016, the Company entered into a 10% fixed convertible commitment fee promissory note with an investor with a face value of $50,000 (the "$50k Note"). The $50k Note was originally scheduled to mature on April 11, 2017, but the maturity date was extended to July 11, 2018 during August 2017 and to December 31, 2019 during July 2018. The $50k note was issued as a commitment fee payable to the Investment Agreement investor in exchange for the investor's commitment to enter into the Investment Agreement, subject to registration of the shares underlying the Investment Agreement. The $50k Note is convertible into shares of the Company's common stock at the discretion of the note holder at a fixed price of $0.10 per share, or 500,000 of the Company's common shares. The $50k Note is carried at fair value due to an extinguishment and reissuance recorded in 2017 and is revalued at each period end, with changes to fair value recorded to the statement of operations under "Change in Fair Value of Debt."

Convertible Notes Payable ($111,000) – May 2017

On May 22, 2017, the Company entered into a 10% fixed convertible secured promissory note with an investor with a face value of $111,000 (the "$111k Note"). The $111k Note is convertible into shares of the Company's common stock at the discretion of the note holder at a fixed price of $0.35 per share, or 317,143 of the Company's common shares, and is secured by all of the Company's assets. The Company received $100,000 net proceeds from the note after an $11,000 original issue discount. At inception, the investors were also granted a five-year warrant to purchase 133,333 shares of the Company's common stock at an exercise price of $0.75 per share.

On March 28, 2018, in exchange for a five-year warrant to purchase 125,000 shares of the Company's common stock at an exercise price of $0.05 per share, the holder of the $111k Note agreed to extend the maturity date from the original date of January 22, 2018 until July 11, 2018. The fair value of the warrants using Black/Scholes was $10,199 with the following assumptions: risk-free interest rate of 2.59%, expected life of 5 years, volatility of 578.45%, and expected dividend yield of zero. The issuance of the warrants in exchange for the maturity extension was treated as an extinguishment and reissuance of existing debt pursuant to the guidance of ASC 470-50. Accordingly, the $111k Note is carried at fair value and is revalued at each period end, with changes to fair value recorded to the statement of operations under "Change in Fair Value of Debt." During July 2018, the maturity date of the $111k Note was further extended until December 31, 2019.

Convertible Notes Payable ($53,000) – July 2017

On July 10, 2017, the Company entered into a securities purchase agreement for the sale of a $53,000 convertible note (the "$53k Note") to PULG. On January 8, 2018, the Company prepaid the balance on the $53k Note, including accrued interest, for a one-time cash payment of $74,922. The Company recognized a gain on debt extinguishment in the three and six months ended June 30, 2018 in connection with the repayment, as follows:

Face value of convertible note payable retired	$	53,000
Carrying value of derivative financial instruments arising from ECF		53,893
Accrued interest		2,644
Less cash repayment		(74,922	)
Less carrying value of debt discount at extinguishment		(18,427	)
Gain on extinguishment of debt	$	16,188

Convertible Notes Payable ($35,000) – September 2017

On September 7, 2017, the Company entered into a securities purchase agreement for the sale of a $35,000 convertible note (the "$35k Note") to PULG. On March 5, 2018, the Company prepaid the balance on the $35k Note, including accrued interest, for a one-time cash payment of $49,502. The Company recognized a gain on debt extinguishment in the three and six months ended June 30, 2018 in connection with the repayment, as follows:

Face value of convertible note payable retired	$	35,000
Carrying value of derivative financial instruments arising from ECF		37,269
Accrued interest		1,716
Less cash repayment		(49,502	)
Less carrying value of debt discount at extinguishment		(12,705	)
Gain on extinguishment of debt	$	11,778

Convertible Notes Payable ($55,000) – September 2017

On September 11, 2017, the Company entered into a securities purchase agreement for the sale of a $55,000 convertible note (the "$55k Note") to Crown Bridge Partners LLC. On March 13, 2018, the Company prepaid the balance on the $55k Note, including accrued interest, for a one-time cash payment of $85,258. The Company recognized a gain on debt extinguishment in the three and six months ended June 30, 2018 in connection with the repayment, as follows:

Face value of convertible note payable retired	$	55,000
Carrying value of derivative financial instruments arising from ECF		69,687
Accrued interest		2,759
Less cash repayment		(85,258	)
Less carrying value of debt discount at extinguishment		(27,425	)
Gain on extinguishment of debt	$	14,763

Convertible Notes Payable ($171,500) – October 2017

On October 27, 2017, the Company entered into a securities purchase agreement for the sale of a $171,500 convertible note (the "$171.5k Note") to an individual lender. The $171.5k Note included a $21,500 original issue discount, for net proceeds of $150,000. The $171.5k Note had an interest rate of 10% and a default interest rate of 22% and matures on October 26, 2018. The $171.5k Note was convertible into common stock of the Company by the holder at any time following 180 days after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 35% discount to the lowest closing bid price during the twenty (20) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the $171.5k Note, 300% of the outstanding principal and any interest due amount was immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the $171.5k Note, 150% of the outstanding principal and any interest due amount was immediately due. On February 7, 2019, the holder of the $171.5k Note converted the entire principal balance of $171,500 into 2,512,821 shares of Company common stock.

Convertible Notes Payable ($57,750) – January 2018

On January 2, 2018, the Company entered into a securities purchase agreement for the sale of a $57,750 convertible note (the "$58k Note"). The transaction closed on January 3, 2018. The $58k Note included a $5,250 original issue discount and $2,500 fee for net proceeds of $50,000. The $58k Note had an interest rate of 10% and a default interest rate of 18% and was scheduled to mature on January 2, 2019. The $58k Note was convertible into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 28% discount to the lowest bid or trading price of the Company's common stock during the twenty (20) trading days prior to the conversion date. On June 26, 2018, the holder agreed, without consideration, to reduce the discount to 28% of the volume weighted average price of the Company's common stock for the 10 days prior to the conversion date. During third and fourth quarter of 2018, the holder of the $58k Note converted the entire principal balance of $57,750, as well as accrued interest in the amount of $3,786, into 384,839 shares of Company common stock.

Convertible Notes Payable ($112,750) – February 2018

On February 2, 2018, the Company entered into a securities purchase agreement for the sale of a $112,750 convertible note (the "$113k Note"). The transaction closed on February 8, 2018. The $113k Note included $12,750 fees for net proceeds of $100,000. The $113k Note has an interest rate of 10% and a default interest rate of 24% and matures on February 2, 2019. The $113k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 40% discount to the lowest bid or trading price of the Company's common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the Note, 200% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due.

On August 7, 2018, the Company prepaid the balance on the $113k Note, including accrued interest, for a one-time cash payment of $151,536. In connection with the extinguishment, the Company also issued the holder a 3-year warrant to purchase 100,000 shares of Company common stock at an exercise price of $0.25. The fair value of the warrant was $50,614. The Company recognized a gain on debt extinguishment of $2,054 in the third quarter of 2018 in connection with the repayment

Convertible Notes Payable ($83,000) – February 2018

On February 13, 2018, the Company entered into a securities purchase agreement for the sale of a $83,000 convertible note (the "$83k Note"). The transaction closed on February 21, 2018. The $83k Note included $8,000 fees for net proceeds of $75,000. The $83k Note has an interest rate of 10% and a default interest rate of 24% and matures on February 13, 2019. The $113k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 40% discount to the lowest bid or trading price of the Company's common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default, 200% of the outstanding principal and any interest due amount shall be immediately due.

On August 16, 2018, the Company prepaid the balance on the $83k Note, including accrued interest, for a one-time cash payment of $111,596. In connection with the extinguishment, the Company also issued the holder a 5-year warrant to purchase 237,143 shares of Company common stock at an exercise price of $0.35. The fair value of the warrant was $92,400. The Company recognized a loss on debt extinguishment of $51,251 in the third quarter of 2018 in connection with the repayment.

Convertible Notes Payable ($105,000) – March 2018

On March 5, 2018, the Company entered into a securities purchase agreement for the sale of a $105,000 convertible note (the "$105k Note"). The transaction closed on March 12, 2018. The $105k Note included $5,000 fees for net proceeds of $100,000. The $105k Note has an interest rate of 10% and a default interest rate of 24% and matures on March 5, 2019. The $113k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 9.9% beneficial ownership limitation, at a conversion price per share equal to 40% discount to the lowest bid or trading price of the Company's common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default, 110-150% of the outstanding principal and any interest due amount shall be immediately due, depending on the nature of the breach.

On August 30, 2018, the Company prepaid the balance on the $105k Note, including accrued interest, for a one-time cash payment of $140,697. The Company recognized a gain on debt extinguishment of $51,804 in the third quarter of 2018 in connection with the repayment.

Convertible Notes Payable ($63,000) – April 2018

On April 2, 2018, the Company entered into a securities purchase agreement for the sale of a $63,000 convertible note (the "$63k Note"). On September 28, 2018, the Company prepaid the balance on the $63k Note, including accrued interest, for a one-time cash payment of $89,198. The Company recognized a gain on debt extinguishment in the fourth quarter of 2018 in connection with the repayment, as follows:

Face value of convertible note payable retired	$	63,000
Carrying value of derivative financial instruments arising from ECF		72,336
Accrued interest		3,124
Less cash repayment		(89,198	)
Less carrying value of debt discount at extinguishment		(23,406	)
Gain on extinguishment of debt	$	25,856

Convertible Notes Payable ($57,750) – April 2018

On April 16, 2018, the Company entered into a securities purchase agreement for the sale of a $57,750 convertible note (the "$57.8k Note II"). On October 16, 2018, the Company prepaid the balance on the $57.8k Note II, including accrued interest, for a one-time cash payment of $81,850. The Company recognized a gain on debt extinguishment in the fourth quarter of 2018 in connection with the repayment, as follows:

Face value of convertible note payable retired	$	57,750
Carrying value of derivative financial instruments arising from ECF		74,428
Accrued interest		2,895
Less cash repayment		(81,850	)
Less carrying value of debt discount at extinguishment		(28,796	)
Gain on extinguishment of debt	$	24,427

Convertible Notes Payable ($90,000) – April 2018

On April 18, 2018, the Company entered into a securities purchase agreement for the sale of a $90,000 convertible note (the "$90k Note"). On August 24, 2018, the Company prepaid the balance on the $90k Note, including accrued interest, for a one-time cash payment of $119,240. The Company recognized a gain on debt extinguishment in the fourth quarter of 2018 in connection with the repayment, as follows:

Face value of convertible note payable retired	$	90,000
Carrying value of derivative financial instruments arising from ECF		123,030
Accrued interest		3,156
Less cash repayment		(119,240	)
Less carrying value of debt discount at extinguishment		(58,438	)
Gain on extinguishment of debt	$	38,508

Convertible Notes Payable ($53,000) – April 2018

On April 18, 2018, the Company entered into a securities purchase agreement for the sale of a $53,000 convertible note (the "$53k Note III"). On October 18, 2018, the Company prepaid the balance on the $53k Note III, including accrued interest, for a one-time cash payment of $75,039. The Company recognized a gain on debt extinguishment in the fourth quarter of 2018 in connection with the repayment, as follows:

Face value of convertible note payable retired	$	53,000
Carrying value of derivative financial instruments arising from ECF		59,533
Accrued interest		2,657
Less cash repayment		(75,039	)
Less carrying value of debt discount at extinguishment		(19,206	)
Gain on extinguishment of debt	$	20,945

Convertible Notes Payable ($68,250) – May 2018

On May 3, 2018, the Company entered into a securities purchase agreement for the sale of a $68,250 convertible note (the "$68.3k Note"). On October 30, 2018, the Company prepaid the balance on the $68.3k Note, including accrued interest, for a one-time cash payment of $91,644. The Company recognized a gain on debt extinguishment in the fourth quarter of 2018 in connection with the repayment, as follows:

Face value of convertible note payable retired	$	68,250
Carrying value of derivative financial instruments arising from ECF		91,132
Accrued interest		3,366
Less cash repayment		(91,644	)
Less carrying value of debt discount at extinguishment		(34,684	)
Gain on extinguishment of debt	$	36,420

Convertible Notes Payable ($37,000) – May 2018

On May 7, 2018, the Company entered into a securities purchase agreement for the sale of a $37,000 convertible note (the "$37k Note"). On November 2, 2018, the Company prepaid the balance on the $37k Note, including accrued interest, for a one-time cash payment of $49,144. The Company recognized a gain on debt extinguishment in the fourth quarter of 2018 in connection with the repayment, as follows:

Face value of convertible note payable retired	$	37,000
Carrying value of derivative financial instruments arising from ECF		47,763
Accrued interest		1,815
Less cash repayment		(49,144	)
Less carrying value of debt discount at extinguishment		(18,855	)
Gain on extinguishment of debt	$	18,579

Convertible Notes Payable ($63,000) – May 2018

On May 9, 2018, the Company entered into a securities purchase agreement for the sale of a $63,000 convertible note (the "$63k Note II"). On November 5, 2018, the Company prepaid the balance on the $63k Note II, including accrued interest, for a one-time cash payment of $89,198. The Company recognized a gain on debt extinguishment in the fourth quarter of 2018 in connection with the repayment, as follows:

Face value of convertible note payable retired	$	63,000
Carrying value of derivative financial instruments arising from ECF		81,017
Accrued interest		3,107
Less cash repayment		(89,198	)
Less carrying value of debt discount at extinguishment		(31,760	)
Gain on extinguishment of debt	$	26,166

Convertible Notes Payable ($78,750) – May 2018

On May 24, 2018, the Company entered into a securities purchase agreement for the sale of a $78,750 convertible note (the "$78.8k Note"). On November 20, 2018, the Company prepaid the balance on the $78.8k Note, including accrued interest, for a one-time cash payment of $104,738. The Company recognized a gain on debt extinguishment in the fourth quarter of 2018 in connection with the repayment, as follows:

Face value of convertible note payable retired	$	78,750
Carrying value of derivative financial instruments arising from ECF		100,669
Accrued interest		3,938
Less cash repayment		(104,738	)
Less carrying value of debt discount at extinguishment		(39,914	)
Gain on extinguishment of debt	$	38,705

Convertible Notes Payable ($103,000) – October 2018

On October 18, 2018, the Company entered into a securities purchase agreement for the sale of a $103,000 convertible note (the "$103k Note I"). On April 4, 2019, the Company prepaid the balance on the $103k Note I, including accrued interest, for a one-time cash payment of $134,500. The Company recognized a gain on debt extinguishment in the three and six months ended June 30, 2019 in connection with the repayment, as follows:

Face value of convertible note payable retired	$	103,000
Carrying value of derivative financial instruments arising from ECF		97,212
Accrued interest		4,741
Less cash repayment		(134,500	)
Less carrying value of debt discount at extinguishment		(42,284	)
Gain on extinguishment of debt	$	28,169

Convertible Notes Payable ($103,000) – November 2018

On November 12, 2018, the Company entered into a securities purchase agreement for the sale of a $103,000 convertible note (the "$103k Note II"). On May 7, 2019, the Company prepaid the balance on the $103k Note II, including accrued interest, for a one-time cash payment of $134,888. The Company recognized a gain on debt extinguishment in the three and six months ended June 30, 2019 in connection with the repayment, as follows:

Face value of convertible note payable retired	$	103,000
Carrying value of derivative financial instruments arising from ECF		91,446
Accrued interest		4,967
Less cash repayment		(134,888	)
Less carrying value of debt discount at extinguishment		(40,704	)
Gain on extinguishment of debt	$	23,821

Convertible Notes Payable ($153,000) – November 2018

On November 19, 2018, the Company entered into a securities purchase agreement for the sale of a $153,000 convertible note (the "$153k Note"). The $153k Note included $3,000 fees for net proceeds of $150,000. The $153k Note has an interest rate of 10% and a default interest rate of 22% and matures on August 19, 2019. The $153k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the ten (10) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. During three and six months ended June 30, 2019, the holder of the $153k Note converted principal in the amount of $110,000 into 740,002 shares of Company common stock. The principal balance as of June 30, 2019 was $43,000.

Convertible Notes Payable ($103,000) – December 2018

On December 3, 2018, the Company entered into a securities purchase agreement for the sale of a $103,000 convertible note (the "$103k Note III"). On May 31, 2019, the Company prepaid the balance on the $103k Note III, including accrued interest, for a one-time cash payment of $135,029. The Company recognized a gain on debt extinguishment in the three and six months ended June 30, 2019 in connection with the repayment, as follows:

Face value of convertible note payable retired	$	103,000
Carrying value of derivative financial instruments arising from ECF		99,911
Accrued interest		5,051
Less cash repayment		(135,029	)
Less carrying value of debt discount at extinguishment		(52,488	)
Gain on extinguishment of debt	$	20,445

Convertible Notes Payable ($78,000) – January 2019

On January 14, 2019, the Company entered into a securities purchase agreement for the sale of a $78,000 convertible note (the "$78k Note"). The $78k Note included $3,000 fees for net proceeds of $75,000. The $78k Note has an interest rate of 10% and a default interest rate of 24% and matures on October 14, 2019. The $78k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the ten (10) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due.

The fair value of the ECF of the $78k Note was calculated using the Black-Scholes pricing model at $78,088, with the following assumptions: risk-free interest rate of 2.57%, expected life of 0.75 years, volatility of 243.61%, and expected dividend yield of zero. In connection with the $78k Note, the Company also issued to the holder 28,000 shares of Company common stock valued at $4,676, which was recorded to equity. Because the fair value of the ECF exceeded the net proceeds from the $78k Note, a charge was recorded to "Financing cost" for the excess of the fair value of the fair value of the ECF of $78,088 and the common shares issued of $4,676 over the net proceeds from the note of $75,000, for a net charge of $7,764. The ECF qualifies for derivative accounting and bifurcation under ASC 815, "Derivatives and Hedging." The final allocation of the proceeds at inception was as follows:

Embedded conversion feature	$	78,088
Original issue discount and fees		3,000
Fair value of shares recorded to equity		4,676
Financing cost		(7,764	)
Convertible note		—
Gross proceeds	$	78,000

Convertible Notes Payable ($78,000) – January 2019

On January 24, 2019, the Company entered into a securities purchase agreement for the sale of a $78,000 convertible note (the "$78k Note II"). The $78k Note II included $3,000 fees for net proceeds of $75,000. The $78k Note II has an interest rate of 10% and a default interest rate of 22% and matures on November 15, 2019. The $78k Note II may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due.

The fair value of the ECF of the $78k Note II was calculated using the Black-Scholes pricing model at $101,139, with the following assumptions: risk-free interest rate of 2.58%, expected life of 0.81 years, volatility of 243.03%, and expected dividend yield of zero. Because the fair value of the ECF exceeded the net proceeds from the $78k Note II, a charge was recorded to "Financing cost" for the excess of the fair value of the fair value of the ECF of $101,139 over the net proceeds from the note of $75,000, for a net charge of $26,139. The ECF qualifies for derivative accounting and bifurcation under ASC 815, "Derivatives and Hedging." The final allocation of the proceeds at inception was as follows:

Embedded conversion feature	$	101,139
Original issue discount and fees		3,000
Financing cost		(26,139	)
Convertible note		—
Gross proceeds	$	78,000

Convertible Notes Payable ($103,000) – April 2019

On April 3, 2019, the Company entered into a securities purchase agreement for the sale of a $103,000 convertible note (the "$103k Note III"). The $103k Note III included $3,000 fees for net proceeds of $100,000. The $103k Note III has an interest rate of 10% and a default interest rate of 22% and matures on February 28, 2020. The $103k Note III may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due.

The fair value of the ECF of the $103k Note III was calculated using the Black-Scholes pricing model at $126,313 with the following assumptions: risk-free interest rate of 2.41%, expected life of 0.91 years, volatility of 203.70%, and expected dividend yield of zero. Because the fair value of the ECF exceeded the net proceeds from the note, a charge was recorded to "Financing cost" for the excess of the fair value of the fair value of the ECF of $126,313 over the net proceeds from the note of $100,000, for a net charge of $26,313. The ECF qualifies for derivative accounting and bifurcation under ASC 815, "Derivatives and Hedging." The final allocation of the proceeds at inception was as follows:

Embedded conversion feature	$	126,313
Original issue discount and fees		3,000
Financing cost		(26,313	)
Convertible note		—
Gross proceeds	$	103,000

Convertible Notes Payable ($209,000) – April 2019

On April 11, 2019, the Company entered into securities purchase agreements for the sale of two identical convertible notes with an aggregate face value of $209,000 (the "$209k Notes"). The $209k Notes included $9,000 fees for net proceeds of $200,000. The $209k Notes have an interest rate of 10% and a default interest rate of 22%, mature on April 11, 2020, and may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the ten (10) trading days prior to the conversion date. In connection with the $209k Notes, the Company also issued to the holder 25,000 shares of Company common stock valued at $6,250, which was recorded to equity. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due.

The fair value of the ECF of the $209k Notes was calculated using the Black-Scholes pricing model at $205,516, with the following assumptions: risk-free interest rate of 2.44%, expected life of 1 year, volatility of 203.29%, and expected dividend yield of zero. In connection with the $209k Notes, the Company also issued to the holders 50,000 shares of Company common stock valued at $12,500, which was recorded to equity. Because the fair value of the ECF exceeded the net proceeds from the $209k Notes, a charge was recorded to "Financing cost" for the excess of the fair value of the fair value of the ECF of $205,516 and the common shares issued of $12,500 over the net proceeds from the note of $200,000, for a net charge of $18,016. The ECF qualifies for derivative accounting and bifurcation under ASC 815, "Derivatives and Hedging." The final allocation of the proceeds at inception was as follows:

Embedded conversion feature	$	205,516
Original issue discount and fees		9,000
Fair value of shares recorded to equity		12,500
Financing cost		(18,016	)
Convertible note		—
Gross proceeds	$	209,000

Convertible Note Payable ($357,500) – April 2019

On April 15, 2019, the Company issued a fixed convertible note with a face value of $357,500 (the "$357.5k Note"). The $357.5k Note included $32,500 fees for net proceeds of $325,000. The $357.5k Note has an interest rate of 10%, matures on December 31, 2019, and may be converted into common stock of the Company by the holder at any time, subject to a 9.99% beneficial ownership limitation, at a fixed conversion price per share of $0.20, or 1,787,500 shares. At inception, the investors were also granted a five-year warrant to purchase 600,000 shares of the Company's common stock at an exercise price of $0.25 per share. Upon an event of default, 140% of the outstanding principal and any interest due amount shall be immediately due and the conversion price resets to a 40% discount to the lowest bid or trading price of the Company's common stock during the twenty (20) trading days prior to the conversion date.

The fair value of the warrants was calculated using the Black-Scholes pricing model at $150,782, with the following assumptions: risk-free interest rate of 2.37%, expected life of 5 years, volatility of 191.68%, and expected dividend yield of zero. The net proceeds from the issuance of the $357.5k Note, being $325,000 after the original issue discount, were then allocated to the warrants and the convertible note instrument based on their relative fair values, of which $96,411 was allocated to the warrants and $228,589 to the convertible note. The intrinsic value of the embedded conversion feature of the $357.5k Note was then calculated as $128,911. The original issue discount, warrants and embedded conversion feature were then allocated and recorded as discounts against the carrying value of the $357.5k Note. The final allocation of the proceeds at inception was as follows:

Original issue discount	$	32,500
Warrants		96,411
Embedded conversion feature		128,911
Convertible note		99,678
Gross proceeds	$	357,500

Convertible Notes Payable ($103,000) – April 2019

On May 7, 2019, the Company entered into a securities purchase agreement for the sale of a $103,000 convertible note (the "$103k Note IV"). The $103k Note IV included $3,000 fees for net proceeds of $100,000. The $103k Note IV has an interest rate of 10% and a default interest rate of 22% and matures on February 28, 2020. The $103k Note IV may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due.

The fair value of the ECF of the $103k Note IV was calculated using the Black-Scholes pricing model at $115,729 with the following assumptions: risk-free interest rate of 2.37%, expected life of 0.81 years, volatility of 180.30%, and expected dividend yield of zero. Because the fair value of the ECF exceeded the net proceeds from the note, a charge was recorded to "Financing cost" for the excess of the fair value of the fair value of the ECF of $115,729 over the net proceeds from the note of $100,000, for a net charge of $15,729. The ECF qualifies for derivative accounting and bifurcation under ASC 815, "Derivatives and Hedging." The final allocation of the proceeds at inception was as follows:

Embedded conversion feature	$	115,729
Original issue discount and fees		3,000
Financing cost		(15,729	)
Convertible note		—
Gross proceeds	$	103,000

Convertible Notes Payable ($154,000) – June 2019

On June 3, 2019, the Company entered into a securities purchase agreement for the sale of a $154,000 convertible note (the "$154k Note"). The $154k Note included $4,000 fees for net proceeds of $150,000. The $154k Note has an interest rate of 10% and a default interest rate of 22% and matures on February 28, 2020. The $154k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the Note, 200% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due.

Embedded conversion feature	$	177,273
Original issue discount and fees		4,000
Financing cost		(27,273	)
Convertible note		—
Gross proceeds	$	154,000

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Derivative Financial Instruments

6 Months Ended

Jun. 30, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE FINANCIAL INSTRUMENTS

NOTE 12 – DERIVATIVE FINANCIAL INSTRUMENTS

Derivative financial instruments are comprised of the fair value of conversion features embedded in convertible promissory notes for which the conversion rate is not fixed, but instead is adjusted based on a discount to the market price of the Company's common stock. The fair market value of the derivative liabilities was calculated at inception of each convertible promissory notes for which the conversion rate is not fixed and allocated to the respective convertible notes, with any excess recorded as a charge to "Financing cost." The derivative financial instruments are then revalued at the end of each period, with the change in value recorded to "Change in fair value of on derivative financial instruments."

Derivative financial instruments and changes thereto recorded in the three and six months ended June 30, 2019 and 2018 include the following:

	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Balance, beginning of period	$	580,855		$	769,323		$	800,440		$	398,489
Inception of derivative financial instruments		624,832			728,943			804,059			1,246,005
Change in fair value of derivative financial instruments		(223,881	)		(52,786	)		(415,514	)		(38,165	)
Conversion or extinguishment of derivative financial instruments		(349,201	)		(55,791	)		(556,380	)		(216,640	)
Balance, end of period	$	632,605		$	1,389,689		$	632,605		$	1,389,689

During the three months ended June 30, 2019, the holder of one convertible note converted principal of $110,000 into 740,002 common shares. During the six months ended June 30, 2019, the holders of two convertible note converted principal of $281,500 into 3,252,823 common shares. There were no conversions during the three or six months ended June 30, 2018.

During the six months ended June 30, 2018, three convertible notes were repaid in full for cash. Accordingly, the derivative financial instruments associated with the ECFs of these convertible notes were written off in connection with the extinguishment of each convertible note.

Fair market value of the derivative financial instruments is measured using the Black-Scholes pricing model with the following assumptions: risk-free interest rate of 1.92% to 2.73%, expected life of 0.14 to 1.00 years, volatility of 141.63% to 293.37% and expected dividend yield of zero. The entire amount of derivative instrument liabilities is classified as current due to the fact that settlement of the derivative instruments could be required within twelve months of the balance sheet date.

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Shareholders' Deficit

6 Months Ended

Jun. 30, 2019

Equity [Abstract]

SHAREHOLDERS' DEFICIT

NOTE 13 – SHAREHOLDERS' DEFICIT

Sales of Common Stock

On January 11, 2018, the Company sold 588,235 shares of common stock in a private placement transaction to an investor and received $50,000 in proceeds from the sale. The shares were issued at a share price of $0.085 per share. In connection with the stock sales, the Company also issued 588,235 five-year warrants to purchase shares of common stock at an exercise price of $0.15 per share.

On February 28, 2018, the Company sold 2,352,942 shares of common stock in private placement transactions to two investors and received $200,000 in proceeds from the sale. The shares were issued at a share price of $0.085 per share. In connection with the stock sales, the Company also issued 1,764,706 five-year warrants to purchase shares of common stock at an exercise price of $0.15 per share.

During the six months ended June 30, 2019, the Company sold 1,383,334 shares of common stock in three separate private placement transactions and received $390,000 in proceeds from the sales. In connection with the stock sales, the Company also issued 125,000 five-year warrants to purchase shares of common stock at an exercise price of $0.30 per share, 566,667 five-year warrants to purchase shares of common stock at an exercise price of $0.40 per share and 250,000 three-year warrants to purchase shares of common stock at an exercise price of $0.50 per share.

During six months ended June 30, 2019 and 2018, the Company issued 2,696,597 and 1,856,480 common shares, respectively, pursuant to draws made by the Company under the Investment Agreement and received an aggregate of $604,272 and $328,003, respectively, in net proceeds from the draws.

Common Stock Issuable

As of June 30, 2019 and December 31, 2018, the Company was obligated to issue 312,726 and 114,080 shares of common stock, respectively, in exchange for professional services provided by two third party consultants. During the six months ended June 30, 2019 and 2018, the Company recognized expense related to shares earned by the consultants of $44,793 and $27,354, respectively.

As of June 30, 2019, the Company was also obligated to issue 250,000 shares sold in a private placement in June 2019 for which shares were issued in July 2019.

Stock Warrants

Transactions involving our stock warrants during the three months ended six months ended June 30, 2019 and 2018 are summarized as follows:

	2019					2018
				Weighted				Weighted
				Average				Average
				Exercise				Exercise
	Number			Price		Number		Price
Outstanding at beginning of the period		46,161,463		$	0.18		20,526,387	$	0.23
Granted during the period		1,721,667		$	0.35		9,960,403	$	0.10
Exercised during the period		(4,099,256	)	$	0.00		—	$	—
Terminated during the period		—		$	—		—	$	—
Outstanding at end of the period		43,783,874		$	0.20		30,486,790	$	0.19
Exercisable at end of the period		43,783,874		$	0.20		30,486,790	$	0.19
Weighted average remaining life		3.3 years					4.0 years

The following table summarizes information about the Company's stock warrants outstanding as of June 30, 2019:

Warrants Outstanding							Warrants Exercisable
			Weighted-
			Average		Weighted-				Weighted-
			Remaining		Average				Average
Exercise		Number	Contractual		Exercise		Number		Exercise
Prices		Outstanding	Life (years)		Price		Exercisable		Price
$	0.0001 to 0.09	16,157,768		3.2	$	0.07		16,157,768	$	0.07
$	0.10 to 0.24	14,520,441		3.5	$	0.19		14,520,441	$	0.19
$	0.25 to 0.49	9,165,665		3.2	$	0.29		9,165,665	$	0.29
$	0.50 to 1.00	3,940,000		2.7	$	0.64		3,940,000	$	0.64
$	0.05 to 1.00	43,783,874		3.3	$	0.21		43,783,874	$	0.21

During the six months ended June 30, 2019, the Company issued 1,721,667 warrants. The fair value of the warrant was calculated using the Black-Scholes pricing model with the following assumptions: risk-free interest rate of 1.80% to 2.93%, expected life of 3.00 to 5.00 years, volatility of 141.76 % to 308.60 %, and expected dividend yield of zero. The aggregate grant date fair value of warrants issued during the six months ended June 30, 2019 was $468,125.

During the six months ended June 30, 2018, the Company issued 9,960,403 warrants. The fair value of the warrants was calculated using the Black-Scholes pricing model with the following assumptions: risk-free interest rate of 2.32% to 2.83%, expected life of 3-5 years, volatility of 261.18% to 301.64%, and expected dividend yield of zero. The aggregate grant date fair value of warrants issued during the six months ended June 30, 2018 was $705,221. 

Employee Equity Incentive Plan

On January 1, 2016, the Company instituted the Employee Equity Incentive Plan (the "EIP") for the purpose of having equity awards available to allow for equity participation by its employees. The EIP allows for the issuance of up to 15,503,680 shares of the Company's common stock to employees, which may be issued in the form of stock options, stock appreciation rights, or restricted shares. The EIP is governed by the Company's board, or a committee that may be appointed by the board in the future.

The following table summarizes the status of shares issued and outstanding under the EIP outstanding as of and for the six months ended June 30, 2019 and 2018:

	2019		2018
Outstanding at beginning of the period		1,738,750		1,498,750
Granted during the period		135,313		—
Terminated during the period		—		—
Outstanding at end of the period		1,874,063		1,498,750
Shares vested at period-end		1,410,313		1,058,750
Weighted average grant date fair value of shares granted during the period	$	0.26	$	—
Aggregate grant date fair value of shares granted during the period	$	12,805	$	—
Shares available for grant pursuant to EIP at period-end		9,592,868		11,496,934

Total stock-based compensation recognized for grants under the EIP was $58,594 and $6,445 during the six months ended June 30, 2019 and 2018. Total unrecognized stock compensation related to these grants was $82,384 as of June 30, 2019.

A summary of the status of non-vested shares issued pursuant to the EIP as of and for the six months ended June 30, 2019 and 2018 is presented below:

	2019					2018
				Weighted					Weighted
				Average					Average
				Grant Date					Grant Date
	Shares			Fair Value		Shares			Fair Value
Nonvested at beginning of period		540,000		$	0.16		628,750		$	0.05
Granted		—		$	—		—		$	—
Vested		(76,250	)	$	0.04		(188,750	)	$	0.04
Forfeited		—		$	—		—		$	—
Nonvested at end of period		463,750		$	0.18		440,000		$	0.05

Employee Stock Options

The following table summarizes the status of options outstanding as of and for the six months ended June 30, 2019 and 2018:

	2019					2018
				Weighted				Weighted
				Average				Average
				Exercise				Exercise
	Number			Price		Number		Price
Outstanding at beginning of the period		3,707,996		$	0.18		2,349,996	$	0.12
Granted during the period		1,078,750		$	0.26		158,000	$	0.11
Exercised during the period		(154,166	)	$	0.20		—	$	—
Forfeited during the period		(595,830	)	$	0.20		—	$	—
Outstanding at end of the period		4,036,750		$	0.20		2,507,996	$	0.12
Options exercisable at period-end		1,273,500					836,000
Weighted average remaining life (in years)		8.4					7.9
Weighted average grant date fair value of options granted during the period	$	0.20				$	0.09
Options available for grant at period-end		9,592,868					11,496,934

The following table summarizes information about the Company's stock options outstanding as of June 30, 2019:

Options Outstanding							Options Exercisable
			Weighted-
			Average		Weighted-				Weighted-
			Remaining		Average				Average
Exercise		Number	Contractual		Exercise		Number		Exercise
Prices		Outstanding	Life (years)		Price		Exercisable		Price
$	— to 0.10	1,733,000		6.9	$	0.08		1,195,500		0.08
$	0.11 to 0.31	2,303,750		9.6	$	0.29		78,000		0.31
$	0.08 to 0.31	4,036,750		8.4	$	0.20		1,273,500	$	0.10

Total stock-based compensation recognized related to option grants was $33,581 and $3,223 during the three months ended June 30, 2019 and 2018, respectively, and $62,037 and $6,445 during the six months ended June 30, 2019 and 2018, respectively.

A summary of the status of non-vested options issued pursuant to the EIP as of and for the six months ended June 30, 2019 and 2018 is presented below:

	2019					2018
				Weighted					Weighted
				Average					Average
				Grant Date					Grant Date
	Shares			Fair Value		Shares			Fair Value
Nonvested at beginning of period		2,332,413		$	0.13		1,774,996		$	0.03
Granted		1,078,750		$	0.20		158,000		$	0.09
Vested		(52,083	)	$	0.03		(261,000	)	$	0.02
Forfeited		(595,830	)	$	0.02		—		$	—
Nonvested at end of period		2,763,250		$	0.19		1,671,996		$	0.03

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 14 – COMMITMENTS AND CONTINGENCIES

Service contracts

The Company carries various service contracts on its office buildings & certain copier equipment for repairs, maintenance and inspections. All contracts are short term and can be cancelled.

Litigation

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

Leases

Maturities of lease liabilities were as follows as of June 30, 2019:

	Operating			Capital			Total
	Leases			Leases			Commitments
2019 (July through December)	$	174,091		$	9,174		$	183,265
2020		234,891			4,587			239,478
2021		75,019			—			75,019
2022		28,443			—			28,443
2023		—			—			—
Total lease payments		512,444			13,761			526,205
Less interest		(93,618	)		(621	)		(94,239	)
Present value of lease liabilities	$	418,826		$	13,140		$	431,966

Employment/Consulting Agreements

The Company has employment agreements with each of its four physicians. The agreements generally call for a fixed salary at the beginning of the contract with a transaction to performance-based pay later in the contract. The contracts expire at various times through 2019, with early termination available upon a notice period of 30-90 days during which compensation is paid to the physician but the Company has no further severance obligation.

On July 1, 2016, the Company entered into an employment agreement with Dr. Michael Dent, Chief Executive Officer and a member of the Board of Directors. Dr. Dent's employment agreement continues until terminated by Dr. Dent or the Company. If Dr. Dent's employment is terminated by the Company (unless such termination is "For Cause" as defined in his employment agreement), then upon signing a general waiver and release, Dr. Dent will be entitled to severance in an amount equal to 12 months of his then-current annual base salary, as well as the pro-rata portion of any bonus that would be due and payable to him. In the event that Dr. Dent terminates the employment agreement, he shall be entitled to any accrued but unpaid salary and other benefits up to and including the date of termination, and the pro-rata portion of any unvested time-based options up until the date of termination.

On July 1, 2016, the Company entered into an agreement with Mr. George O'Leary, the Company's Chief Financial Officer and a member of the Board of Directors, extending his prior agreement with the Company. Mr. O'Leary's employment agreement continues until terminated by Mr. O'Leary or the Company. If Mr. O'Leary employment is terminated by the Company (unless such termination is "For Cause" as defined in his employment agreement), then upon signing a general waiver and release, Mr. O'Leary will be entitled to receive his base salary and the Company shall maintain his employee benefits for a period of twelve (12) months beginning on the date of termination. In the event that Mr. O'Leary terminates the agreement, he shall be entitled to any accrued by unpaid salary and other benefits up to and including the date of termination. On July 1, 2018, the Company and Mr. O'Leary entered into an Extension Letter Agreement pursuant to which Mr. O'Leary was increased to full time employment (previously half-time) and agreed to extend the term of his employment to September 30, 2022. In addition to a base salary, the extension provides Mr. O'Leary with certain performance-based cash bonuses, stock grants, and stock option grants.

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Segment Reporting

6 Months Ended

Jun. 30, 2019

Segment Reporting [Abstract]

SEGMENT REPORTING

NOTE 15 – SEGMENT REPORTING

The Company has two reportable segments: Health Services and Digital Healthcare. Health Services is comprised of the operations of (i) NWC, a multi-specialty medical group including OB/GYN (both Obstetrics and Gynecology), and General Practice, and (ii) NCFM, a Functional Medical Practice acquired in April 2019 that is engaged in improving the health of its patients through individualized and integrative health care. The Company's Digital Healthcare segment develops and plans to operate an online personal medical information and record archive system, the "HealthLynked Network", which will enable patients and doctors to keep track of medical information via the Internet in a cloud-based system.

The Company evaluates performance and allocates resources based on profit or loss from operations before income taxes. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies.

Segment information for the three months ended June 30, 2019 and 2018 was as follows:

	Three Months Ended June 30, 2019									Three Months Ended June 30, 2018
	Health Services			Digital Healthcare			Total			Health Services		Digital Healthcare			Total
Revenue
Patient service revenue, net	$	1,208,390		$	—		$	1,208,390		$	566,320		—			566,320
Cost of services		321,603			—			321,603			—		—			—
Gross profit		886,787			—			886,787			566,320		—			566,320
Operating Expenses
Salaries and benefits		595,048			172,770			767,818			348,955		269,188			618,143
General and administrative		306,783			488,667			795,450			190,808		361,775			552,583
Depreciation and amortization		21,116			594			21,710			5,575		454			6,029
Total Operating Expenses		922,947			662,031			1,584,978			545,338		631,417			1,176,755
Income (loss) from operations	$	(36,160	)	$	(662,031	)	$	(698,191	)	$	20,982		(631,417	)		(610,435	)
Other Segment Information
Interest expense	$	6,017		$	54,328		$	60,345		$	6,005		45,001			51,006
Loss on extinguishment of debt	$	—		$	(72,435	)	$	(72,435	)	$	—		(16,864	)		(16,864	)
Financing cost	$	—		$	87,332		$	87,332		$	—		248,443			248,443
Amortization of original issue and debt discounts on convertible notes	$	—		$	299,613		$	299,613		$	—		244,563			244,563
Change in fair value of debt		—		$	30,409		$	30,409			—		25,452			25,452
Change in fair value of derivative financial instruments	$	—		$	(223,881	)	$	(223,881	)	$	—		(52,786	)		(52,786	)

Segment information for the six months ended June 30, 2019 and 2018 was as follows:

	Six Months Ended June 30, 2019									Six Months Ended June 30, 2018
	Health Services			Digital Healthcare			Total			Health Services		Digital Healthcare			Total
Revenue
Patient service revenue, net	$	1,673,380		$	—		$	1,673,380		$	1,211,959	$	—		$	1,211,959
Cost of services		321,603			—			321,603			—		—			—
Gross profit		1,351,777			—			1,351,777			1,211,959		—			1,211,959
Operating Expenses
Salaries and benefits		945,286			351,757			1,297,043			752,010		426,989			1,178,999
General and administrative		549,383			1,003,423			1,552,806			416,460		710,951			1,127,411
Depreciation and amortization		22,176			1,189			23,365			11,149		909			12,058
Total Operating Expenses		1,516,845			1,356,369			2,873,214			1,179,619		1,138,849			2,318,468
Income (loss) from operations	$	(165,068	)	$	(1,356,369	)	$	(1,521,437	)	$	32,340	$	(1,138,849	)	$	(1,106,509	)
Other Segment Information
Interest expense	$	11,845		$	94,822		$	106,667		$	11,702	$	79,651		$	91,353
Loss on extinguishment of debt	$	—		$	67,363		$	67,363		$	—	$	308,359		$	308,359
Financing cost	$	—		$	121,235		$	121,235		$	—	$	440,505		$	440,505
Amortization of original issue and debt discounts on convertible notes	$	—		$	478,997		$	478,997		$	—	$	399,398		$	399,398
Change in fair value of debt	$	—		$	60,106		$	60,106		$	—	$	83,398		$	83,398
Change in fair value of derivative financial instruments	$	—		$	(415,514	)	$	(415,514	)	$	—	$	38,165		$	38,165

	June 30, 2019						December 31, 2018
Identifiable assets	$	2,664,554	$	93,149	$	2,757,703	$	184,912	$	242,451	$	427,363
Goodwill	$	71,866	$	—	$	71,866	$	—	$	—	$	—

The Digital Healthcare segment recognized revenue of $3,717 and $-0- in the three months ended June 30, 2019 and 2018, respectively, and $3,911 and $6,888 in the six months ended June 30, 2019 and 2018, respectively, related to subscription revenue billed to and paid for by the Company's physicians for access to the HealthLynked Network. The revenue for Digital Healthcare and related expense for Health Services were eliminated on consolidation.

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Fair Value of Financial Instruments

6 Months Ended

Jun. 30, 2019

Fair Value Disclosures [Abstract]

FAIR VALUE OF FINANCIAL INSTRUMENTS

NOTE 16 – FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, approximate their respective fair values due to the short-term nature of such instruments.

The Company measures certain financial instruments at fair value on a recurring basis, including certain convertible notes payable and related party loans which were extinguished and reissued and are therefore subject to fair value measurement, as well as derivative financial instruments arising from conversion features embedded in convertible promissory notes for which the conversion rate is not fixed. All financial instruments carried at fair value fall within Level 3 of the fair value hierarchy as their value is based on unobservable inputs. The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made.

The following table summarizes the conclusions reached regarding fair value measurements as of June 30, 2019 and December 31, 2018:

	As of June 30, 2019
							Total
	Level 1		Level 2		Level 3		Fair Value
Convertible notes payable	$	—	$	—	$	826,556	$	826,556
Notes payable to related party		—		—		216,086		216,086
Derivative financial instruments		—		—		632,605		632,605
Total	$	—	$	—	$	1,675,247	$	1,675,247

	As of December 31, 2018
							Total
	Level 1		Level 2		Level 3		Fair Value
Convertible notes payable	$	—	$	—	$	780,315	$	780,315
Notes payable to related party		—		—		203,971		203,971
Derivative financial instruments		—		—		800,440		800,440
Total	$	—	$	—	$	1,784,726	$	1,784,726

The changes in Level 3 financial instruments that are measured at fair value on a recurring basis during the three and six months ended June 30, 2019 and 2018 were as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Convertible notes payable	$	(24,153	)	$	(20,921	)	$	(48,022	)	$	(75,418	)
Notes payable to related party		(6,256	)		(4,531	)		(12,084	)		(7,980	)
Derivative financial instruments		223,881			52,786			415,514			38,165
Total	$	193,472		$	27,334		$	355,408		$	(45,233	)

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Subsequent Events

6 Months Ended

Jun. 30, 2019

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 17 – SUBSEQUENT EVENTS

On July 11, 2019, the Company entered into securities purchase agreements for the sale of two identical convertible notes with an aggregate face value of $135,850 (the "$136k Notes"). The $136k Notes included $5,850 fees for net proceeds to the Company of $130,000. The $136k Notes have an interest rate of 10% and a default interest rate of 22%, mature on April 11, 2020, and may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the thirteen (13) trading days prior to the conversion date. In connection with the $136k Notes, the Company also issued to the holder 32,500 shares of Company common stock. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due.

On July 16, 2019, the Company entered into a securities purchase agreement for the sale of a $78,000 convertible note (the "$78k Note III"). The $78k Note II included $3,000 fees for net proceeds of $75,000. The $78k Note III has an interest rate of 10% and a default interest rate of 22% and matures on April 30, 2020. The $78k Note III may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due.

On July 18, 2019, the Company entered into securities purchase agreements for the sale of a convertible note with a face value of $230,000 (the "$230k Note"). The $230k Note included $20,000 fees and discounts for net proceeds to the Company of $210,000. The $230k Note has an interest rate of 10% and a default interest rate of 24%, matures on July 18, 2020, and may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 35% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default, the amount of principal shall increase by between 10 and 50% depending on the nature of the default.

On July 18, 2019, the holder of the $153k Note converted remaining principal of $43,000 and accrued interest of $8,768 into 330,892 shares of common stock. The $153k Note was converted in full and retired following this conversion.

On July 15, 2019, the Company repaid in full principal and interest on the $78k Note dated January 14, 2019 for a one-time cash payment of $102,321.

On July 24, 2019, the Company repaid in full principal and interest on the $78k Note II dated January 24, 2019 for a one-time cash payment of $102,255. 

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Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2019

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP").

All amounts referred to in the notes to the unaudited condensed consolidated financial statements are in United States Dollars ($) unless stated otherwise. 

Use of Estimates

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Significant estimates include assumptions about collection of accounts receivable, the valuation and recognition of stock-based compensation expense, valuation allowance for deferred tax assets, borrowing rate consideration for ROU lease assets including related lease liability and useful life of fixed assets.

Adopted Accounting Pronouncements

Adopted Accounting Pronouncements

Effective January 1, 2019, the Company adopted Accounting Standards Update ("ASU") No. 2016-02, Leases ("ASU 2016-02") using the required modified retrospective approach. ASU 2016-02 requires lessees to record most leases on their balance sheets but recognize expenses on their income statements in a manner similar to current accounting. See discussion below under the caption "Leases" in this Note 2 and in Note 9 for more detail on the Company's accounting policy with respect to lease accounting.

Effective January 1, 2019, the Company adopted ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The adoption of this guidance did not materially impact the Company's financial statements and related disclosures.

Patient Service Revenue

Patient Service Revenue

Patient service revenue is reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for providing patient care. These amounts are due from patients and third-party payors (including health insurers and government programs) and includes variable consideration for retroactive revenue adjustments due to settlement of audits, reviews, and investigations. Generally, the Company bills patients and third-party payors within days after the services are performed and/or the patient is discharged from the facility. Revenue is recognized as performance obligations are satisfied.

Performance obligations are determined based on the nature of the services provided by the Company. Revenue for performance obligations satisfied over time is recognized based on actual charges incurred in relation to total expected charges. The Company believes that this method provides a faithful depiction of the transfer of services over the term of the performance obligation based on the inputs needed to satisfy the obligation. Revenue for performance obligations satisfied at a point in time is recognized when goods or services are provided and the Company does not believe it is required to provide additional goods or services to the patient.

The Company determines the transaction price based on standard charges for goods and services provided, reduced by contractual adjustments provided to third-party payors, discounts provided to uninsured patients in accordance with the Company's policy, and/or implicit price concessions provided to uninsured patients. The Company determines its estimates of contractual adjustments and discounts based on contractual agreements, its discount policies, and historical experience. The Company determines its estimate of implicit price concessions based on its historical collection experience with this class of patients.

Agreements with third-party payors typically provide for payments at amounts less than established charges. A summary of the payment arrangements with major third-party payors follows:

● Medicare: Certain inpatient acute care services are paid at prospectively determined rates per discharge based on clinical, diagnostic and other factors. Certain services are paid based on cost-reimbursement methodologies subject to certain limits. Physician services are paid based upon established fee schedules. Outpatient services are paid using prospectively determined rates.

● Medicaid: Reimbursements for Medicaid services are generally paid at prospectively determined rates per discharge, per occasion of service, or per covered member.

● Other: Payment agreements with certain commercial insurance carriers, health maintenance organizations, and preferred provider organizations provide for payment using prospectively determined rates per discharge, discounts from established charges, and prospectively determined daily rates.

Laws and regulations concerning government programs, including Medicare and Medicaid, are complex and subject to varying interpretation. As a result of investigations by governmental agencies, various health care organizations have received requests for information and notices regarding alleged noncompliance with those laws and regulations, which, in some instances, have resulted in organizations entering into significant settlement agreements. Compliance with such laws and regulations may also be subject to future government review and interpretation as well as significant regulatory action, including fines, penalties, and potential exclusion from the related programs. There can be no assurance that regulatory authorities will not challenge the Company's compliance with these laws and regulations, and it is not possible to determine the impact, if any, such claims or penalties would have upon the Company. In addition, the contracts the Company has with commercial payors also provide for retroactive audit and review of claims.

Settlements with third-party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company's historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known, or as years are settled or are no longer subject to such audits, reviews, and investigations.

The Company also provides services to uninsured patients, and offers those uninsured patients a discount, either by policy or law, from standard charges. The Company estimates the transaction price for patients with deductibles and coinsurance and from those who are uninsured based on historical experience and current market conditions. The initial estimate of the transaction price is determined by reducing the standard charge by any contractual adjustments, discounts, and implicit price concessions. Subsequent changes to the estimate of the transaction price are generally recorded as adjustments to patient service revenue in the period of the change. Patient services provided by NCFM are provided on a cash basis and not submitted through third party insurance providers.

Cash and Cash Equivalents

Cash and Cash Equivalents

For financial statement purposes, the Company considers all highly liquid investments with original maturities of three months or less to be cash and cash equivalents.

Accounts Receivable

Accounts Receivable

Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past collectability of the insurance companies, government agencies, and customers' accounts receivable during the related period which generally approximates 47% of total billings. Trade accounts receivable are recorded at this net amount. As of June 30, 2019 and December 31, 2018, the Company's gross accounts receivable were $265,159 and $244,956, respectively, and net accounts receivable were $124,095 and $114,884, respectively, based upon net reporting of accounts receivable. As of June 30, 2019 and December 31, 2018, the Company's allowance of doubtful accounts was $13,972 and $13,972, respectively.

Leases

Leases

Upon transition under ASU 2016-02, the Company elected the suite of practical expedients as a package applied to all of its leases, including (i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing initial direct costs for any existing leases. For new leases, the Company will determine if an arrangement is or contains a lease at inception. Leases are included as right-of-use ("ROU") assets within other assets and ROU liabilities within accrued expenses and other liabilities and within other long-term liabilities on the Company's condensed consolidated balance sheets.

ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company's leases do not provide an implicit rate. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Adoption of ASU 2016-02 had an impact of $427,004 and $431,996 on the Company's assets and liabilities, respectively, and had no material impact on cash provided by or used in operating, investing or financing activities on the Company's unaudited condensed consolidated statements of cash flows.

Inventory

Inventory

Inventory consisting of supplements, is stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. Outdated inventory is directly charged to cost of goods sold.

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Goodwill is recognized as the excess cost of an acquired entity over the net amount assigned to assets acquired and liabilities assumed. Goodwill is not amortized, but rather tested for impairment on an annual basis and more often if circumstances require. Impairment losses are recognized whenever the implied fair value of goodwill is less than its

carrying value.

The Company recognizes an acquired intangible apart from goodwill whenever the intangible arises from contractual or other legal rights, or whenever it can be separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability. Such intangibles are amortized over their estimated useful lives unless the estimated useful life is determined to be indefinite. Amortizable intangible assets are being amortized primarily over useful lives of five years. The straight-line method of amortization is used as it has been determined to approximate the use pattern of the assets. Impairment losses are recognized if the carrying amount of an intangible that is subject to amortization is not recoverable from expected future cash flows and its carrying amount exceeds its fair value.

The Company also maintains intangible assets with indefinite lives, which are not amortized. These intangibles are tested for impairment on an annual basis and more often if circumstances require. Impairment losses are recognized whenever the implied fair value of these assets is less than their carrying value. No impairment charges were recognized in the three and six months ended June 30, 2019 or 2018.

Concentrations of Credit Risk

Concentrations of Credit Risk

The Company's financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. There are no patients/customers that represent 10% or more of the Company's revenue or accounts receivable. Generally, the Company's cash and cash equivalents are in checking accounts.

Property and Equipment

Property and Equipment

Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For consolidated financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 5 to 7 years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized.

The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset's estimated fair value and its book value. There was no impairment as of June 30, 2019 and December 31, 2018. 

Convertible Notes

Convertible Notes

Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized as additional paid-in capital and included in equity, net of income tax effects, and is not subsequently remeasured. After initial measurement, they are carried at amortized cost using the effective interest method. Convertible notes for which the maturity date has been extended and that qualify for debt extinguishment treatment are recorded at fair value on the extinguishment date and then revalue at the end of each reporting period, with the change recorded to the statement of operations under "Change in Fair Value of Debt."

Derivative Financial Instruments

Derivative Financial Instruments

The Company reviews the terms of convertible debt, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received, an immediate charge to income is recognized, in order to initially record the derivative instrument liabilities at their fair value. The discount from the face value of convertible debt instruments resulting from allocating some or all of the proceeds to the derivative instruments is amortized over the life of the instrument through periodic charges to income.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

Fair Value of Assets and Liabilities

Fair Value of Assets and Liabilities

Fair value is the price that would be received from the sale of an asset or paid to transfer a liability (i.e. an exit price) in the principal or most advantageous market in an orderly transaction between market participants. In determining fair value, the accounting standards have established a three-level hierarchy that distinguishes between (i) market data obtained or developed from independent sources (i.e., observable data inputs) and (ii) a reporting entity's own data and assumptions that market participants would use in pricing an asset or liability (i.e., unobservable data inputs). Financial assets and financial liabilities measured and reported at fair value are classified in one of the following categories, in order of priority of observability and objectivity of pricing inputs:

● Level 1 – Fair value based on quoted prices in active markets for identical assets or liabilities

● Level 2 – Fair value based on significant directly observable data (other than Level 1 quoted prices) or significant indirectly observable data through corroboration with observable market data. Inputs would normally be (i) quoted prices in active markets for similar assets or liabilities, (ii) quoted prices in inactive markets for identical or similar assets or liabilities or (iii) information derived from or corroborated by observable market data.

● Level 3 – Fair value based on prices or valuation techniques that require significant unobservable data inputs. Inputs would normally be a reporting entity's own data and judgments about assumptions that market participants would use in pricing the asset or liability

The fair value measurement level for an asset or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs.

Stock-Based Compensation

Stock-Based Compensation

The Company accounts for stock-based compensation under ASC 718 "Compensation – Stock Compensation" using the fair value based method. Under this method, 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. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments.

The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.

Income Taxes

Income Taxes

The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes ("ASC 740-10") for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. No Income Tax has been provided for the three or six months ended June 30, 2019, since the Company has sustained a loss for the period. Due to the uncertainty of the utilization and recoverability of the loss carry-forwards (including the three and six months ended June 30, 2019) and other deferred tax assets, management has determined a full valuation allowance for the deferred tax assets, since it is more likely than not that the deferred tax assets will not be realizable.

Recurring Fair Value Measurements

Recurring Fair Value Measurements

The carrying value of the Company's financial assets and financial liabilities is their cost, which may differ from fair value. The carrying value of cash held as demand deposits, money market and certificates of deposit, marketable investments, accounts receivable, short-term borrowings, accounts payable, accrued liabilities, and derivative financial instruments approximated their fair value.

Net Loss per Share

Net Loss per Share 

Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. During the three and six months ended June 30, 2019 and 2018, the Company reported a net loss and excluded all outstanding stock options, warrants and other dilutive securities from the calculation of diluted net loss per common share because inclusion of these securities would have been anti-dilutive. As of June 30, 2019 and December 31, 2018, potentially dilutive securities were comprised of (i) 43,783,874 and 46,161,463 warrants outstanding, respectively, (ii) 4,036,750 and 3,707,996 stock options outstanding, respectively, (iii) 15,128,584 and 15,517,111 shares issuable upon conversion of convertible notes, respectively, and (iv) 463,750 and 540,000 unissued shares subject to future vesting requirements granted pursuant to the Company's Employee Incentive Plan. 

Common stock awards

Common stock awards

The Company grants common stock awards to non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted, whichever is more reliably measurable. The fair value measurement date of these awards is generally the date the performance of services is complete. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded on the consolidated statement of comprehensive loss in the same manner and charged to the same account as if such settlements had been made in cash.

Warrants

Warrants

In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes option pricing model as of the measurement date. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value as expense over the requisite service period or at the date of issuance, if there is not a service period. Warrants granted in connection with ongoing arrangements are more fully described in Note 11, Shareholders' Deficit.

Business Segments

Business Segments

The Company uses the "management approach" to identify its reportable segments. The management approach designates the internal organization used by management for making operating decisions and assessing performance as the basis for identifying the Company's reportable segments. Using the management approach, the Company determined that it has two operating segments: Health Services (multi-specialty medical group including the NWC OB/GYN practice and the NCFM practice acquired in April 2019) and Digital Healthcare (develops and markets the "HealthLynked Network," an online personal medical information and record archive system).

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Acquisition (Tables)

6 Months Ended

Jun. 30, 2019

Business Combinations [Abstract]

Schedule of consideration paid for HCFM and the value of assets acquired that were recognized at the acquisition date

Cash	$	500,000
Common Stock (3,968,254 shares)		1,000,000
Earn Out Agreement		500,000
Fair Value of Total Consideration		2,000,000

Schedule of estimated fair values of the assets acquired and liabilities assumed

Cash	$	35,000
Hyperbaric Chambers		452,289
Medical Equipment		29,940
Computer Equipment/Software		19,739
Office Furniture & Equipment		23,052
Inventory		72,114
Leasehold Improvements		25,000
Website		41,000
Patient Management Platform Database		1,230,000
Goodwill		71,866
Fair Value of Identifiable Assets Acquired	$	2,000,000

Schedule of revenue and net income of HCFM included in the Company's consolidated income statement

Revenue	$	690,127
Net income	$	84,856

Schedule of pro forma consolidated income statement as if HCFM had been included in the consolidated results

	Six Months Ended June 30,
	2019			2018
Revenue	$	2,569,030		$	2,925,174
Net income	$	(1,890,058	)	$	(2,160,552	)

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Property, Plant, and Equipment (Tables)

6 Months Ended

Jun. 30, 2019

Property, Plant and Equipment [Abstract]

Schedule of property, plant and equipment

	June 30,			December 31,
	2019			2018
Capital lease equipment	$	251,752		$	343,492
Medical equipment		482,229			—
Telephone equipment		12,308			12,308
Furniture, transport and office equipment		511,062			438,970
Total property, plant and equipment		1,257,351			794,770
Less: accumulated depreciation		(703,429	)		(752,173	)
Property, plant and equipment, net	$	553,922		$	42,597

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Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of goodwill and intangible assets

	June 30,			December 31,
	2019			2018
Medical database	$	1,230,000		$	—
Website		41,000			—
Total intangible assets		1,271,000			—
Less: accumulated amortization		(1,775	)		—
Intangible assets, net		1,269,225
Plus: goodwill		71,866
Goodwill and intangible assets, net	$	1,341,091		$	—

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Notes Payable and Other Amounts Due to Related Party (Tables)

6 Months Ended

Jun. 30, 2019

Notes Payable and Other Amounts Due to Related Party [Abstract]

Schedule of amounts due to related parties

	June 30,		December 31,
	2019		2018
Due to related party:
Deferred compensation, Dr. Michael Dent	$	300,600	$	300,600
Accrued interest payable to Dr. Michael Dent		162,574		129,117
Total due to related party		463,174		429,717
Notes payable to related party:
Notes payable to Dr. Michael Dent, current portion	$	684,586	$	672,471

Schedule of notes payable

			Interest	June 30,			December 31,
Inception Date	Maturity Date	Borrower	Rate	2019			2018
January 12, 2017	January 13, 2019	HLYK	10%	$	42,995	*	$	40,560	*
January 18, 2017	January 19, 2019	HLYK	10%		24,537	*		23,165	*
January 24, 2017	January 15, 2019	HLYK	10%		61,265	*		57,839	*
February 9, 2017	February 10, 2019	HLYK	10%		36,635	*		34,586	*
April 20, 2017	April 21, 2019	HLYK	10%		12,030	*		11,357	*
June 15, 2017	June 16, 2019	HLYK	10%		38,624	*		36,464	*
August 17, 2017	August 18, 2018	HLYK	10%		20,000			20,000
August 24, 2017	August 25, 2018	HLYK	10%		37,500			37,500
September 7, 2017	September 8, 2018	HLYK	10%		35,000			35,000
September 21, 2017	September 22, 2018	HLYK	10%		26,500			26,500
September 29, 2017	September 30, 2018	HLYK	10%		12,000			12,000
December 21, 2017	December 22, 2018	HLYK	10%		14,000			14,000
January 8, 2018	January 9, 2019	HLYK	10%		75,000			75,000
January 11, 2018	January 12, 2019	HLYK	10%		9,000			9,000
January 26, 2018	January 27, 2019	HLYK	10%		17,450			17,450
January 3, 2014	December 31, 2018	NWC	10%		222,050			222,050
				$	684,586		$	672,471

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Leases (Tables)

6 Months Ended

Jun. 30, 2019

Leases [Abstract]

Schedule of lease-related assets and liabilities

	As of June 30, 2019
	Operating		Financing		Total
	Leases		Leases		Leases
Lease assets	$	413,864	$	13,140	$	427,004
Lease liabilities
Lease liabilities (short term)	$	293,131	$	13,140	$	306,271
Lease liabilities (long term)		125,695		—		125,695
Total lease liabilities	$	418,826	$	13,140	$	431,966

Schedule of maturities of operating lease liabilities

	Operating			Capital			Total
	Leases			Leases			Commitments
2019 (July through December)	$	174,091		$	9,174		$	183,265
2020		234,891			4,587			239,478
2021		75,019			—			75,019
2022		28,443			—			28,443
2023		—			—			—
Total lease payments		512,444			13,761			526,205
Less interest		(93,618	)		(621	)		(94,239	)
Present value of lease liabilities	$	418,826		$	13,140		$	431,966

XML

Convertible Notes Payable (Tables)

6 Months Ended

Jun. 30, 2019

Short-term Debt [Line Items]

Schedule of notes payable

	June 30,			December 31,
	2019			2018
$550k Note - July 2016	$	630,065	*	$	594,813
$50k Note - July 2016		63,885	*		60,312
$111k Note - May 2017		132,606	*		125,190
$171.5k Note - October 2017		—			186,472
$103k Note I - October 2018		—			103,000
$103k Note II - November 2018		—			103,000
$153k Note - November 2018		43,000			153,000
$103k Note III - December 2018		—			103,000
$78k Note I - January 2019		78,000			—
$78k Note II - January 2019		78,000			—
$103k Note III - April 2019		103,000			—
$104.5k Note - April 2019		104,500			—
$104.5k Note II - April 2019		104,500			—
$357.5k Note - April 2019		357,500			—
$103k Note IV - May 2019		103,000			—
$154k Note - June 2019		154,000			—
		1,952,056			1,428,787
Less: unamortized discount		(722,954	)		(386,473	)
Convertible notes payable, net of original issue discount and debt discount		1,229,102			1,042,314

* - Denotes that convertible note payable is carried at fair value

Schedule of amortization expense

	Amortization of Debt Discount
	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
$111k Note - May 2017		—		—		—		6,931
$53k Note - July 2017		—		—		—		1,520
$35k Note - September 2017		—		—		—		7,972
$55k Note - September 2017		—		—		—		10,849
$53k Note II - October 2017		—		3,407		—		20,443
$171.5k Note - October 2017		—		38,796		—		85,278
$57.8k Note - January 2018		—		14,398		—		28,321
$112.8k Note - February 2018		—		28,110		—		45,718
$83k Note - February 2018		—		20,693		—		31,153
$105k Note - March 2018		—		26,178		—		33,658
$63k Note I - April 2018		—		19,469		—		19,469
$57.8k Note II - April 2018		—		11,866		—		11,866
$90k Note - April 2018		—		18,000		—		18,000
$53k Note III - April 2018		—		13,481		—		13,481
$68.3k Note - May 2018		—		10,816		—		10,816
$37k Note - May 2018		—		5,474		—		5,474
$63k Note II - May 2018		—		9,025		—		9,025
$78.8k Note - May 2018		—		7,983		—		7,983
$103k Note I - October 2018		1,446		—		33,972		—
$103k Note II - November 2018		13,096		—		44,952		—
$153k Note - November 2018		39,278		—		89,718		—
$103k Note III - December 2018		17,214		—		42,611		—
$78k Note I - January 2019		26,000		—		47,714		—
$78k Note II - January 2019		24,061		—		41,512		—
$103k Note III - April 2019		27,384		—		27,384		—
$104.5k Note - April 2019		22,842		—		22,842		—
$104.5k Note II - April 2019		22,842		—		22,842		—
$357.5k Note - April 2019		75,362		—		75,362		—
$103k Note IV - May 2019		18,727		—		18,727		—
$154k Note - June 2019		11,361		—		11,361		—
	$	299,613	$	227,696	$	478,997	$	367,957

Schedule of unamortized debt discount on outstanding convertible notes payable

	Unamortized Discount as of
	June 30,		December 31,
	2019		2018
$103k Note I - October 2018	$	—	$	76,256
$103k Note II - November 2018		—		85,656
$153k Note - November 2018		7,877		129,462
$103k Note III - December 2018		—		95,099
$78k Note I - January 2019		30,286		—
$78k Note II - January 2019		36,488		—
$103k Note III - April 2019		75,616		—
$104.5k Note - April 2019		81,658		—
$104.5k Note II - April 2019		81,658		—
$357.5k Note - April 2019		182,459		—
$103k Note IV - May 2019		84,273		—
$154k Note - June 2019		142,639		—
	$	722,954	$	386,473

Scedule of interest expense

	Interest Expense
	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
$550k Note - July 2016	$	8,227	$	8,227	$	16,364	$	16,364
$50k Note - July 2016		1,247		1,247		2,479		2,479
$111k Note - May 2017		4,123		4,078		8,200		8,246
$53k Note - July 2017		—		—		—		116
$35k Note - September 2017		—		—		—		614
$55k Note - September 2017		—		—		—		1,085
$53k Note II - October 2017		—		261		—		1,568
$171.5k Note - October 2017		—		4,276		1,785		8,504
$57.8k Note - January 2018		—		1,440		—		2,832
$112.8k Note - February 2018		—		2,811		—		4,572
$83k Note - February 2018		—		2,069		—		3,115
$105k Note - March 2018		—		2,618		—		3,366
$63k Note I - April 2018		—		1,536		—		1,536
$57.8k Note II - April 2018		—		1,187		—		1,187
$90k Note - April 2018		—		1,800		—		1,800
$53k Note III - April 2018		—		1,060		—		1,060
$68.3k Note - May 2018		—		1,085		—		1,085
$37k Note - May 2018		—		547		—		547
$63k Note II - May 2018		—		898		—		898
$78.8k Note - May 2018		—		798		—		798
$103k Note I - October 2018		113		—		2,653		—
$103k Note II - November 2018		1,044		—		3,584		—
$153k Note - November 2018		2,938		—		6,710		—
$103k Note III - December 2018		1,721		—		4,261		—
$78k Note I - January 2019		1,945		—		3,569		—
$78k Note II - January 2019		1,945		—		3,355		—
$103k Note III - April 2019		2,483		—		2,483		—
$104.5k Note - April 2019		2,290		—		2,290		—
$104.5k Note II - April 2019		2,290		—		2,290		—
$357.5k Note - April 2019		10,450		—		10,450		—
$103k Note IV - May 2019		1,524		—		1,524		—
$154k Note - June 2019		1,139		—		1,139		—
	$	43,479	$	35,938	$	73,136	$	61,772

Schedule of allocation of proceeds at inception

	Change in Fair Value of Debt				Change in Fair Value of Debt				Fair Value of Debt as of
	Three Months Ended June 30,				Six Months Ended June 30,				June 30		December 31,
	2019		2018		2019		2018		2019		2018
$550k Note - July 2016	$	18,415	$	16,110	$	35,253	$	62,408	$	630,066	$	594,813
$50k Note - July 2016		1,865		1,572		3,573		9,771		63,885		60,312
$111k Note - May 2017		3,872		3,238		7,416		12,053		132,606		125,190
$171.5k Note - October 2017		—		—		1,781		—		—		186,472
	$	24,152	$	20,920	$	48,023	$	84,232	$	826,557	$	966,787

Convertible Notes Payable ($53,000) - July 2017 [Member]

Short-term Debt [Line Items]

Schedule of debt extinguishment

Face value of convertible note payable retired	$	53,000
Carrying value of derivative financial instruments arising from ECF		53,893
Accrued interest		2,644
Less cash repayment		(74,922	)
Less carrying value of debt discount at extinguishment		(18,427	)
Gain on extinguishment of debt	$	16,188

Convertible Notes Payable ($35,000) - September 2017 [Member]

Short-term Debt [Line Items]

Schedule of debt extinguishment

Face value of convertible note payable retired	$	35,000
Carrying value of derivative financial instruments arising from ECF		37,269
Accrued interest		1,716
Less cash repayment		(49,502	)
Less carrying value of debt discount at extinguishment		(12,705	)
Gain on extinguishment of debt	$	11,778

Convertible Notes Payable ($55,000) - September 2017 [Member]

Short-term Debt [Line Items]

Schedule of debt extinguishment

Face value of convertible note payable retired	$	55,000
Carrying value of derivative financial instruments arising from ECF		69,687
Accrued interest		2,759
Less cash repayment		(85,258	)
Less carrying value of debt discount at extinguishment		(27,425	)
Gain on extinguishment of debt	$	14,763

Convertible Notes Payable ($63,000) - April 2018 [Member]

Short-term Debt [Line Items]

Schedule of debt extinguishment

Face value of convertible note payable retired	$	63,000
Carrying value of derivative financial instruments arising from ECF		72,336
Accrued interest		3,124
Less cash repayment		(89,198	)
Less carrying value of debt discount at extinguishment		(23,406	)
Gain on extinguishment of debt	$	25,856

Convertible Notes Payable ($57,750) - April 2018 [Member]

Short-term Debt [Line Items]

Schedule of debt extinguishment

Face value of convertible note payable retired	$	57,750
Carrying value of derivative financial instruments arising from ECF		74,428
Accrued interest		2,895
Less cash repayment		(81,850	)
Less carrying value of debt discount at extinguishment		(28,796	)
Gain on extinguishment of debt	$	24,427

Convertible Notes Payable ($90,000) - April 2018 [Member]

Short-term Debt [Line Items]

Schedule of debt extinguishment

Face value of convertible note payable retired	$	90,000
Carrying value of derivative financial instruments arising from ECF		123,030
Accrued interest		3,156
Less cash repayment		(119,240	)
Less carrying value of debt discount at extinguishment		(58,438	)
Gain on extinguishment of debt	$	38,508

Convertible Notes Payable ($53,000) - April 2018 [Member]

Short-term Debt [Line Items]

Schedule of debt extinguishment

Face value of convertible note payable retired	$	53,000
Carrying value of derivative financial instruments arising from ECF		59,533
Accrued interest		2,657
Less cash repayment		(75,039	)
Less carrying value of debt discount at extinguishment		(19,206	)
Gain on extinguishment of debt	$	20,945

Convertible Notes Payable ($68,250) - May 2018 [Member]

Short-term Debt [Line Items]

Schedule of debt extinguishment

Face value of convertible note payable retired	$	68,250
Carrying value of derivative financial instruments arising from ECF		91,132
Accrued interest		3,366
Less cash repayment		(91,644	)
Less carrying value of debt discount at extinguishment		(34,684	)
Gain on extinguishment of debt	$	36,420

Convertible Notes Payable ($37,000) - May 2018 [Member]

Short-term Debt [Line Items]

Schedule of debt extinguishment

Face value of convertible note payable retired	$	37,000
Carrying value of derivative financial instruments arising from ECF		47,763
Accrued interest		1,815
Less cash repayment		(49,144	)
Less carrying value of debt discount at extinguishment		(18,855	)
Gain on extinguishment of debt	$	18,579

Convertible Notes Payable ($63,000) - May 2018 [Member]

Short-term Debt [Line Items]

Schedule of debt extinguishment

Face value of convertible note payable retired	$	63,000
Carrying value of derivative financial instruments arising from ECF		81,017
Accrued interest		3,107
Less cash repayment		(89,198	)
Less carrying value of debt discount at extinguishment		(31,760	)
Gain on extinguishment of debt	$	26,166

Convertible Notes Payable ($78,750) - May 2018 [Member]

Short-term Debt [Line Items]

Schedule of debt extinguishment

Face value of convertible note payable retired	$	78,750
Carrying value of derivative financial instruments arising from ECF		100,669
Accrued interest		3,938
Less cash repayment		(104,738	)
Less carrying value of debt discount at extinguishment		(39,914	)
Gain on extinguishment of debt	$	38,705

Convertible Notes Payable ($103,000) - October 2018 [Member]

Short-term Debt [Line Items]

Schedule of debt extinguishment

Face value of convertible note payable retired	$	103,000
Carrying value of derivative financial instruments arising from ECF		97,212
Accrued interest		4,741
Less cash repayment		(134,500	)
Less carrying value of debt discount at extinguishment		(42,284	)
Gain on extinguishment of debt	$	28,169

Convertible Notes Payable ($103,000) - November 2018 [Member]

Short-term Debt [Line Items]

Schedule of debt extinguishment

Face value of convertible note payable retired	$	103,000
Carrying value of derivative financial instruments arising from ECF		91,446
Accrued interest		4,967
Less cash repayment		(134,888	)
Less carrying value of debt discount at extinguishment		(40,704	)
Gain on extinguishment of debt	$	23,821

Convertible Notes Payable ($103,000) - December 2018 [Member]

Short-term Debt [Line Items]

Schedule of debt extinguishment

Face value of convertible note payable retired	$	103,000
Carrying value of derivative financial instruments arising from ECF		99,911
Accrued interest		5,051
Less cash repayment		(135,029	)
Less carrying value of debt discount at extinguishment		(52,488	)
Gain on extinguishment of debt	$	20,445

Convertible Notes Payable ($78,000) - January 2019 [Member]

Short-term Debt [Line Items]

Schedule of allocation of proceeds at inception

Embedded conversion feature	$	78,088
Original issue discount and fees		3,000
Fair value of shares recorded to equity		4,676
Financing cost		(7,764	)
Convertible note		—
Gross proceeds	$	78,000

Convertible Notes Payable ($78,000) - January 2019 [Member]

Short-term Debt [Line Items]

Schedule of allocation of proceeds at inception

Embedded conversion feature	$	101,139
Original issue discount and fees		3,000
Financing cost		(26,139	)
Convertible note		—
Gross proceeds	$	78,000

Convertible Notes Payable ($103,000) - April 2019 [Member]

Short-term Debt [Line Items]

Schedule of allocation of proceeds at inception

Embedded conversion feature	$	126,313
Original issue discount and fees		3,000
Financing cost		(26,313	)
Convertible note		—
Gross proceeds	$	103,000

Convertible Notes Payable ($209,000) - April 2019 [Member]

Short-term Debt [Line Items]

Schedule of allocation of proceeds at inception

Embedded conversion feature	$	205,516
Original issue discount and fees		9,000
Fair value of shares recorded to equity		12,500
Financing cost		(18,016	)
Convertible note		—
Gross proceeds	$	209,000

Convertible Note Payable ($357,500) - April 2019 [Member]

Short-term Debt [Line Items]

Schedule of allocation of proceeds at inception

Original issue discount	$	32,500
Warrants		96,411
Embedded conversion feature		128,911
Convertible note		99,678
Gross proceeds	$	357,500

Convertible Notes Payable ($103,000) - April 2019 [Member]

Short-term Debt [Line Items]

Schedule of allocation of proceeds at inception

Embedded conversion feature	$	115,729
Original issue discount and fees		3,000
Financing cost		(15,729	)
Convertible note		—
Gross proceeds	$	103,000

CConvertible Notes Payable ($154,000) - June 2019 [Member]

Short-term Debt [Line Items]

Schedule of allocation of proceeds at inception

Embedded conversion feature	$	177,273
Original issue discount and fees		4,000
Financing cost		(27,273	)
Convertible note		—
Gross proceeds	$	154,000

XML

Derivative Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of derivative financial instruments

	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Balance, beginning of period	$	580,855		$	769,323		$	800,440		$	398,489
Inception of derivative financial instruments		624,832			728,943			804,059			1,246,005
Change in fair value of derivative financial instruments		(223,881	)		(52,786	)		(415,514	)		(38,165	)
Conversion or extinguishment of derivative financial instruments		(349,201	)		(55,791	)		(556,380	)		(216,640	)
Balance, end of period	$	632,605		$	1,389,689		$	632,605		$	1,389,689

XML

Shareholders' Deficit (Tables)

6 Months Ended

Jun. 30, 2019

Option Indexed to Issuer's Equity [Line Items]

Schedule of stock warrants

	2019					2018
				Weighted				Weighted
				Average				Average
				Exercise				Exercise
	Number			Price		Number		Price
Outstanding at beginning of the period		46,161,463		$	0.18		20,526,387	$	0.23
Granted during the period		1,721,667		$	0.35		9,960,403	$	0.10
Exercised during the period		(4,099,256	)	$	0.00		—	$	—
Terminated during the period		—		$	—		—	$	—
Outstanding at end of the period		43,783,874		$	0.20		30,486,790	$	0.19
Exercisable at end of the period		43,783,874		$	0.20		30,486,790	$	0.19
Weighted average remaining life		3.3 years					4.0 years

Schedule of stock warrants outstanding

	2019		2018
Outstanding at beginning of the period		1,738,750		1,498,750
Granted during the period		135,313		—
Terminated during the period		—		—
Outstanding at end of the period		1,874,063		1,498,750
Shares vested at period-end		1,410,313		1,058,750
Weighted average grant date fair value of shares granted during the period	$	0.26	$	—
Aggregate grant date fair value of shares granted during the period	$	12,805	$	—
Shares available for grant pursuant to EIP at period-end		9,592,868		11,496,934

Schedule of stock options outstanding

	2019					2018
				Weighted				Weighted
				Average				Average
				Exercise				Exercise
	Number			Price		Number		Price
Outstanding at beginning of the period		3,707,996		$	0.18		2,349,996	$	0.12
Granted during the period		1,078,750		$	0.26		158,000	$	0.11
Exercised during the period		(154,166	)	$	0.20		—	$	—
Forfeited during the period		(595,830	)	$	0.20		—	$	—
Outstanding at end of the period		4,036,750		$	0.20		2,507,996	$	0.12
Options exercisable at period-end		1,273,500					836,000
Weighted average remaining life (in years)		8.4					7.9
Weighted average grant date fair value of options granted during the period	$	0.20				$	0.09
Options available for grant at period-end		9,592,868					11,496,934

Warrant [Member]

Option Indexed to Issuer's Equity [Line Items]

Schedule of stock options outstanding

Warrants Outstanding							Warrants Exercisable
			Weighted-
			Average		Weighted-				Weighted-
			Remaining		Average				Average
Exercise		Number	Contractual		Exercise		Number		Exercise
Prices		Outstanding	Life (years)		Price		Exercisable		Price
$	0.0001 to 0.09	16,157,768		3.2	$	0.07		16,157,768	$	0.07
$	0.10 to 0.24	14,520,441		3.5	$	0.19		14,520,441	$	0.19
$	0.25 to 0.49	9,165,665		3.2	$	0.29		9,165,665	$	0.29
$	0.50 to 1.00	3,940,000		2.7	$	0.64		3,940,000	$	0.64
$	0.05 to 1.00	43,783,874		3.3	$	0.21		43,783,874	$	0.21

Employee Stock Option [Member]

Option Indexed to Issuer's Equity [Line Items]

Schedule of stock warrants outstanding

Options Outstanding							Options Exercisable
			Weighted-
			Average		Weighted-				Weighted-
			Remaining		Average				Average
Exercise		Number	Contractual		Exercise		Number		Exercise
Prices		Outstanding	Life (years)		Price		Exercisable		Price
$	— to 0.10	1,733,000		6.9	$	0.08		1,195,500		0.08
$	0.11 to 0.31	2,303,750		9.6	$	0.29		78,000		0.31
$	0.08 to 0.31	4,036,750		8.4	$	0.20		1,273,500	$	0.10

Schedule of non-vested shares issued

	2019					2018
				Weighted					Weighted
				Average					Average
				Grant Date					Grant Date
	Shares			Fair Value		Shares			Fair Value
Nonvested at beginning of period		2,332,413		$	0.13		1,774,996		$	0.03
Granted		1,078,750		$	0.20		158,000		$	0.09
Vested		(52,083	)	$	0.03		(261,000	)	$	0.02
Forfeited		(595,830	)	$	0.02		—		$	—
Nonvested at end of period		2,763,250		$	0.19		1,671,996		$	0.03

Schedule of stock options outstanding

Employee Equity Incentive Plan [Member]

Option Indexed to Issuer's Equity [Line Items]

Schedule of shares issued and outstanding under the EIP outstanding

	2019					2018
				Weighted					Weighted
				Average					Average
				Grant Date					Grant Date
	Shares			Fair Value		Shares			Fair Value
Nonvested at beginning of period		540,000		$	0.16		628,750		$	0.05
Granted		—		$	—		—		$	—
Vested		(76,250	)	$	0.04		(188,750	)	$	0.04
Forfeited		—		$	—		—		$	—
Nonvested at end of period		463,750		$	0.18		440,000		$	0.05

XML

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

Schedule of maturities operating lease liabilities

	Operating			Capital			Total
	Leases			Leases			Commitments
2019 (July through December)	$	174,091		$	9,174		$	183,265
2020		234,891			4,587			239,478
2021		75,019			—			75,019
2022		28,443			—			28,443
2023		—			—			—
Total lease payments		512,444			13,761			526,205
Less interest		(93,618	)		(621	)		(94,239	)
Present value of lease liabilities	$	418,826		$	13,140		$	431,966

XML

Segment Reporting (Tables)

6 Months Ended

Jun. 30, 2019

Segment Reporting [Abstract]

Schedule of segment information

	Three Months Ended June 30, 2019									Three Months Ended June 30, 2018
	Health Services			Digital Healthcare			Total			Health Services		Digital Healthcare			Total
Revenue
Patient service revenue, net	$	1,208,390		$	—		$	1,208,390		$	566,320		—			566,320
Cost of services		321,603			—			321,603			—		—			—
Gross profit		886,787			—			886,787			566,320		—			566,320
Operating Expenses
Salaries and benefits		595,048			172,770			767,818			348,955		269,188			618,143
General and administrative		306,783			488,667			795,450			190,808		361,775			552,583
Depreciation and amortization		21,116			594			21,710			5,575		454			6,029
Total Operating Expenses		922,947			662,031			1,584,978			545,338		631,417			1,176,755
Income (loss) from operations	$	(36,160	)	$	(662,031	)	$	(698,191	)	$	20,982		(631,417	)		(610,435	)
Other Segment Information
Interest expense	$	6,017		$	54,328		$	60,345		$	6,005		45,001			51,006
Loss on extinguishment of debt	$	—		$	(72,435	)	$	(72,435	)	$	—		(16,864	)		(16,864	)
Financing cost	$	—		$	87,332		$	87,332		$	—		248,443			248,443
Amortization of original issue and debt discounts on convertible notes	$	—		$	299,613		$	299,613		$	—		244,563			244,563
Change in fair value of debt		—		$	30,409		$	30,409			—		25,452			25,452
Change in fair value of derivative financial instruments	$	—		$	(223,881	)	$	(223,881	)	$	—		(52,786	)		(52,786	)

	Six Months Ended June 30, 2019									Six Months Ended June 30, 2018
	Health Services			Digital Healthcare			Total			Health Services		Digital Healthcare			Total
Revenue
Patient service revenue, net	$	1,673,380		$	—		$	1,673,380		$	1,211,959	$	—		$	1,211,959
Cost of services		321,603			—			321,603			—		—			—
Gross profit		1,351,777			—			1,351,777			1,211,959		—			1,211,959
Operating Expenses
Salaries and benefits		945,286			351,757			1,297,043			752,010		426,989			1,178,999
General and administrative		549,383			1,003,423			1,552,806			416,460		710,951			1,127,411
Depreciation and amortization		22,176			1,189			23,365			11,149		909			12,058
Total Operating Expenses		1,516,845			1,356,369			2,873,214			1,179,619		1,138,849			2,318,468
Income (loss) from operations	$	(165,068	)	$	(1,356,369	)	$	(1,521,437	)	$	32,340	$	(1,138,849	)	$	(1,106,509	)
Other Segment Information
Interest expense	$	11,845		$	94,822		$	106,667		$	11,702	$	79,651		$	91,353
Loss on extinguishment of debt	$	—		$	67,363		$	67,363		$	—	$	308,359		$	308,359
Financing cost	$	—		$	121,235		$	121,235		$	—	$	440,505		$	440,505
Amortization of original issue and debt discounts on convertible notes	$	—		$	478,997		$	478,997		$	—	$	399,398		$	399,398
Change in fair value of debt	$	—		$	60,106		$	60,106		$	—	$	83,398		$	83,398
Change in fair value of derivative financial instruments	$	—		$	(415,514	)	$	(415,514	)	$	—	$	38,165		$	38,165

	June 30, 2019						December 31, 2018
Identifiable assets	$	2,664,554	$	93,149	$	2,757,703	$	184,912	$	242,451	$	427,363
Goodwill	$	71,866	$	—	$	71,866	$	—	$	—	$	—

XML

Fair Value of Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2019

Schedule of fair value measurements

	As of June 30, 2019
							Total
	Level 1		Level 2		Level 3		Fair Value
Convertible notes payable	$	—	$	—	$	826,556	$	826,556
Notes payable to related party		—		—		216,086		216,086
Derivative financial instruments		—		—		632,605		632,605
Total	$	—	$	—	$	1,675,247	$	1,675,247

	As of December 31, 2018
							Total
	Level 1		Level 2		Level 3		Fair Value
Convertible notes payable	$	—	$	—	$	780,315	$	780,315
Notes payable to related party		—		—		203,971		203,971
Derivative financial instruments		—		—		800,440		800,440
Total	$	—	$	—	$	1,784,726	$	1,784,726

Fair Value, Inputs, Level 3 [Member]

Schedule of fair value measurements

	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Convertible notes payable	$	(24,153	)	$	(20,921	)	$	(48,022	)	$	(75,418	)
Notes payable to related party		(6,256	)		(4,531	)		(12,084	)		(7,980	)
Derivative financial instruments		223,881			52,786			415,514			38,165
Total	$	193,472		$	27,334		$	355,408		$	(45,233	)

XML

Business and Business Presentation (Details) - shares		1 Months Ended	3 Months Ended	12 Months Ended
	Sep. 05, 2014	Jul. 30, 2016	Jun. 30, 2019	Dec. 31, 2014	Feb. 05, 2018	Sep. 02, 2014
Business and Business Presentation (Textual)
Total authorized shares						250,000,000
Common shares						230,000,000
Preferred shares						20,000,000
Increase authorized shares of common stock					500,000,000
designated shares of Series A Preferred Stock [Member]
Business and Business Presentation (Textual)
Conversion of shares				2,953,840
Common shares [Member]
Business and Business Presentation (Textual)
Stock issued during period shares acquisitions			3,968,254
Conversion of shares		2,953,840
Share Exchange Agreement [Member]
Business and Business Presentation (Textual)
Equity method investment ownership percentage	100.00%
Stock issued during period shares acquisitions	50,000,000

XML

Significant Accounting Policies (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Significant Accounting Policies (Textual)
Percentage of customers accounts receivable billings	47.00%
Accounts receivable gross	$ 265,159	$ 244,956
Accounts receivable net	$ 124,095	114,884
Concentration risk, percentage	10.00%
Allowance of doubtful accounts	$ 13,972	$ 13,972
Total lease assets	427,004
Total lease liabilities	431,966
Impact on company assets	427,004
Impact on company liabilities	$ 431,996
Minimum [Member]
Significant Accounting Policies (Textual)
Estimated useful lives	5 years
Maximum [Member]
Significant Accounting Policies (Textual)
Estimated useful lives	7 years
Convertible Notes [Member]
Significant Accounting Policies (Textual)
Anti-dilutive securities	15,128,584	15,517,111
Stock Options [Member]
Significant Accounting Policies (Textual)
Anti-dilutive securities	4,036,750	3,707,996
Warrant [Member]
Significant Accounting Policies (Textual)
Anti-dilutive securities	43,783,874	46,161,463
Unissued [Member]
Significant Accounting Policies (Textual)
Anti-dilutive securities	463,750	540,000

XML

Going Concern Matters and Liquidity (Details) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018	Jul. 31, 2016
Going Concern Matters and Liquidity (Textual)
Working capital deficit					$ 3,909,871
Accumulated deficit	$ (12,441,346)				(12,441,346)		$ (10,501,055)
Net loss	$ (879,574)	$ (1,060,717)	$ (1,110,249)	$ (1,281,108)
Net cash used by operating activities					(1,155,793)	$ (1,222,947)
Net cash used in investing activities					(469,302)	(201)
Net cash provided by financing activities					1,615,056	1,211,369
Proceeds from sale of common stock					994,272	645,503
Net proceeds from issuance of convertible notes					1,025,000	805,500
Proceeds from related party loans						$ 101,450
Net of cash acquired					465,000
Investment Agreement [Member]
Going Concern Matters and Liquidity (Textual)
Proceeds from sale of common stock					$ 604,272
Sale of common stock shares					2,696,597
Investor agreed to purchase of common stock								$ 3,000,000

XML

Acquisition (Details)	Apr. 12, 2019 USD ($)
Business Combinations [Abstract]
Cash	$ 500,000
Common Stock (3,968,254 shares)	1,000,000
Earn Out Agreement	500,000
Fair Value of Total Consideration	$ 2,000,000

XML

Acquisition (Details 1) - USD ($)	Jun. 30, 2019	Apr. 12, 2019	Dec. 31, 2018
Business Combinations [Abstract]
Hyperbaric Chambers		$ 452,289
Medical Equipment		29,940
Computer Equipment/Software		19,739
Office Furniture & Equipment		23,052
Inventory		72,114
Leasehold Improvements		25,000
Website		41,000
Patient Management Platform Database		1,230,000
Goodwill	$ 71,866	71,866
Cash		35,000
Fair Value of Identifiable Assets Acquired		$ 2,000,000

XML

Acquisition (Details 2)	6 Months Ended
	Jun. 30, 2019 USD ($)
Business Combinations [Abstract]
Revenue	$ 690,127
Net income	$ 84,856

XML

Acquisition (Details 3) - USD ($)	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Business Combinations [Abstract]
Revenue	$ 2,569,030	$ 2,925,174
Net income	$ (1,890,058)	$ (2,160,552)

XML

Acquisition (Details Textual) - USD ($)	Apr. 12, 2019	Jun. 30, 2019	Dec. 31, 2018
Cash	$ 500,000
Shares of common stock	3,968,254
Fair Value of Total Consideration	$ 2,000,000
Goodwill	$ 71,866	$ 71,866
Description of acquisition	Significant factors considered in the calculation of the rate of return are the weighted average cost of capital and return on assets, as well as the risks inherent in the business. Cash flows were estimated based on EBITDA using forecasted revenue and costs. The measure is based on significant inputs that are not observable in the market (i.e. Level 3 inputs). Key assumptions include (i) a capitalization rate of 11.75% (ii) sustainable growth of 5% and (iii) a benefit stream using EBITDA cash flow.
Website	$ 41,000
Patient Management Platform Database	$ 1,230,000
HCFM [Member]
Acquired interest rate	100.00%
Shares of common stock	3,968,254
Description of acquisition	The Company to pay the former owner of HCFM up to $100,000, $200,000 and $200,000 on the first, second and third anniversary, respectively, based on achievement by NCFM of revenue of at least $3,100,000 (50% weighting) and EBITDA of at least $550,000 (50% weighting) in the year preceding each anniversary date.
HCFM [Member] | Common Stock [Member]
Shares of common stock	3,968,254

XML

Deferred Offering Costs and Prepaid Expenses (Details)					3 Months Ended		6 Months Ended
	Dec. 06, 2018 USD ($) $ / shares shares	Jun. 07, 2017 USD ($) $ / shares shares	Mar. 22, 2017 USD ($) shares	Jul. 07, 2016 USD ($) Segments $ / shares	Jun. 30, 2019 USD ($) $ / shares	Jun. 30, 2018 USD ($)	Jun. 30, 2019 USD ($) $ / shares	Jun. 30, 2018 USD ($)	Dec. 31, 2018 $ / shares
Deferred Offering Costs and Prepaid Expenses (Textual)
Common stock par value, per share | $ / shares					$ 0.0001		$ 0.0001		$ 0.0001
Fair of warrants issued for professional service							$ 54,257	$ 94,844
General and administrative					$ 795,450	$ 552,583	1,552,806	1,127,411
Warrants [Member]
Deferred Offering Costs and Prepaid Expenses (Textual)
General and administrative							25,611	0
Advisor [Member]
Deferred Offering Costs and Prepaid Expenses (Textual)
Warrants to purchase of common stock | shares		200,000
Warrants to purchase, per share | $ / shares		$ 0.25
Advisor One [Member]
Deferred Offering Costs and Prepaid Expenses (Textual)
Warrants to purchase of common stock | shares		100,000
Warrants to purchase, per share | $ / shares		$ 0.50
Advisor Two [Member]
Deferred Offering Costs and Prepaid Expenses (Textual)
Warrants to purchase of common stock | shares		50,000
Warrants to purchase, per share | $ / shares		$ 1.00
Two Advisor [Member]
Deferred Offering Costs and Prepaid Expenses (Textual)
Fair of warrants issued for professional service	$ 35,462
Risk-free interest rate	2.76%
Expected life (in years)	3 years
Expected volatility rate	285.22%
Expected dividend yield	0.00%
Warrants to purchase of common stock | shares	240,000
Warrants to purchase, per share | $ / shares	$ 0.20
Investment Agreement [Member]
Deferred Offering Costs and Prepaid Expenses (Textual)
General and administrative					$ 12,802	$ 12,802	$ 25,604	$ 25,604
Investment Agreement [Member] | Accredited Investor [Member]
Deferred Offering Costs and Prepaid Expenses (Textual)
Amount invested to purchase of common stock				$ 3,000,000
Common stock par value, per share | $ / shares				$ 0.0001
Purchase price of shares, percentage				80.00%
Common stock, trading days | Segments				5
Payments to purchase of common stock				$ 50,000
Weighted average purchase price				$ 50,000
Warrants expiration, term				5 years
Warrants exercise price, percentage				130.00%
Amended Investment Agreement [Member] | Investor [Member]
Deferred Offering Costs and Prepaid Expenses (Textual)
Warrants exercise prices, description			(i) 4,000,000 shares at $0.25 per share; (ii) 2,000,000 shares at $0.50 per share; and (iii) 1,000,000 shares at $1.00 per share.
Fair of warrants issued for professional service		$ 96,990	$ 56,635
Risk-free interest rate		1.74%	1.95%
Expected life (in years)		5 years	5 years
Expected volatility rate		40.00%	40.00%
Expected dividend yield		0.00%	0.00%
Granting the investor warrants to tender			$ 50,000
Warrants to purchase of common stock | shares			7,000,000

XML

Property, Plant, and Equipment (Details) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	$ 1,257,351	$ 794,770
Less: accumulated depreciation	(703,429)	(752,173)
Property, plant and equipment, net	553,922	42,597
Medical equipment [Member]
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	482,229
Telephone equipment [Member]
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	12,308	12,308
Furniture, transport and office equipment [Member]
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	511,062	438,970
Capital lease equipmentt [Member]
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	$ 251,752	$ 343,492

XML

Property, Plant, and Equipment (Details Textual) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Property, Plant, and Equipment (Textual)
Depreciation expense	$ 21,710	$ 6,029	$ 23,365	$ 12,058

XML

Goodwill and Intangible Assets (Details) - USD ($)	Jun. 30, 2019	Apr. 12, 2019	Dec. 31, 2018
Total intangible assets	$ 1,271,000
Less: accumulated amortization	(1,775)		0
Intangible assets, net	1,269,225
Plus: goodwill	71,866	$ 71,866
Goodwill and intangible assets, net	1,341,091
Medical database [Member]
Total intangible assets	1,230,000
Website [Member]
Total intangible assets	$ 41,000

XML

Goodwill and Intangible Assets (Details Textual) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 1,775	$ 1,775
Estimated useful life		5 years

XML

Notes Payable and Other Amounts Due to Related Party (Details) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Due to related party:
Total due to related party	$ 463,174	$ 429,717
Notes payable to related party:
Notes payable to Dr. Michael Dent, current portion	684,586	672,471
Deferred compensation, Dr. Michael Dent [Member]
Due to related party:
Total due to related party	300,600	300,600
Accrued interest payable to Dr. Michael Dent [Member]
Due to related party:
Total due to related party	162,574	129,117
Notes Payable To Dr Michael Dent Current Portion [Member]
Notes payable to related party:
Notes payable to Dr. Michael Dent, current portion	$ 684,586	$ 672,471

XML

Notes Payable and Other Amounts Due to Related Party (Details 1) - USD ($)		6 Months Ended	12 Months Ended
		Jun. 30, 2019	Dec. 31, 2018
Related Party Transaction [Line Items]
Issuance of unsecured promissory notes, Amount		$ 684,586	$ 672,471
Michael Dent [Member] | Notes Payable Other Payables One [Member]
Related Party Transaction [Line Items]
Inception Date		Jan. 18, 2017
Maturity Date		Jan. 19, 2019
Borrower		HLYK
Interest Rate		10.00%
Issuance of unsecured promissory notes, Amount	[1]	$ 24,537	23,165
Michael Dent [Member] | Notes Payable Other Payables Two [Member]
Related Party Transaction [Line Items]
Inception Date		Jan. 24, 2017
Maturity Date		Jan. 15, 2019
Borrower		HLYK
Interest Rate		10.00%
Issuance of unsecured promissory notes, Amount	[1]	$ 61,265	57,839
Michael Dent [Member] | Notes Payable Other Payables Three [Member]
Related Party Transaction [Line Items]
Inception Date		Feb. 09, 2017
Maturity Date		Feb. 10, 2019
Borrower		HLYK
Interest Rate		10.00%
Issuance of unsecured promissory notes, Amount	[1]	$ 36,635	34,586
Michael Dent [Member] | Notes Payable Other Payables Four [Member]
Related Party Transaction [Line Items]
Inception Date		Apr. 20, 2017
Maturity Date		Apr. 21, 2019
Borrower		HLYK
Interest Rate		10.00%
Issuance of unsecured promissory notes, Amount	[1]	$ 12,030	11,357
Michael Dent [Member] | Notes Payable Other Payables Five [Member]
Related Party Transaction [Line Items]
Inception Date		Jun. 15, 2017
Maturity Date		Jun. 16, 2019
Borrower		HLYK
Interest Rate		10.00%
Issuance of unsecured promissory notes, Amount	[1]	$ 38,624	36,464
Michael Dent [Member] | Notes Payable Other Payables Six [Member]
Related Party Transaction [Line Items]
Inception Date		Aug. 17, 2017
Maturity Date		Aug. 18, 2018
Borrower		HLYK
Interest Rate		10.00%
Issuance of unsecured promissory notes, Amount		$ 20,000	20,000
Michael Dent [Member] | Notes Payable Other Payables Seven [Member]
Related Party Transaction [Line Items]
Inception Date		Aug. 24, 2017
Maturity Date		Aug. 25, 2018
Borrower		HLYK
Interest Rate		10.00%
Issuance of unsecured promissory notes, Amount		$ 37,500	37,500
Michael Dent [Member] | Notes Payable Other Payables Nine [Member]
Related Party Transaction [Line Items]
Inception Date		Sep. 21, 2017
Maturity Date		Sep. 22, 2018
Borrower		HLYK
Interest Rate		10.00%
Issuance of unsecured promissory notes, Amount		$ 26,500	26,500
Michael Dent [Member] | Notes Payable Other Payables Ten [Member]
Related Party Transaction [Line Items]
Inception Date		Sep. 29, 2017
Maturity Date		Sep. 30, 2018
Borrower		HLYK
Interest Rate		10.00%
Issuance of unsecured promissory notes, Amount		$ 12,000	12,000
Michael Dent [Member] | Notes Payable Other Payables Eleven [Member]
Related Party Transaction [Line Items]
Inception Date		Dec. 21, 2017
Maturity Date		Dec. 22, 2018
Borrower		HLYK
Interest Rate		10.00%
Issuance of unsecured promissory notes, Amount		$ 14,000	14,000
Michael Dent [Member] | Notes Payable Other Payables Twelve [Member]
Related Party Transaction [Line Items]
Inception Date		Jan. 08, 2018
Maturity Date		Jan. 09, 2019
Borrower		HLYK
Interest Rate		10.00%
Issuance of unsecured promissory notes, Amount		$ 75,000	75,000
Michael Dent [Member] | Notes Payable Other Payables Thirteen [Member]
Related Party Transaction [Line Items]
Inception Date		Jan. 11, 2018
Maturity Date		Jan. 12, 2019
Borrower		HLYK
Interest Rate		10.00%
Issuance of unsecured promissory notes, Amount		$ 9,000	9,000
Michael Dent [Member] | Notes Payable Other Payables Fourteen [Member]
Related Party Transaction [Line Items]
Inception Date		Jan. 26, 2018
Maturity Date		Jan. 27, 2019
Borrower		HLYK
Interest Rate		10.00%
Issuance of unsecured promissory notes, Amount		$ 17,450	17,450
Michael Dent [Member] | Notes Payable Other Payables Fifteen [Member]
Related Party Transaction [Line Items]
Inception Date		Jan. 03, 2014
Maturity Date		Dec. 31, 2018
Borrower		NWC
Interest Rate		10.00%
Issuance of unsecured promissory notes, Amount		$ 222,050	222,050
Michael Dent [Member] | Notes Payable Other Payables Eight [Member]
Related Party Transaction [Line Items]
Inception Date		Sep. 07, 2017
Maturity Date		Sep. 08, 2018
Borrower		HLYK
Interest Rate		10.00%
Issuance of unsecured promissory notes, Amount		$ 35,000	35,000
Michael Dent [Member] | Notes payable to related party [Member]
Related Party Transaction [Line Items]
Inception Date		Jan. 12, 2017
Maturity Date		Jan. 13, 2019
Borrower		HLYK
Interest Rate		10.00%
Issuance of unsecured promissory notes, Amount	[1]	$ 42,995	$ 40,560

[1] Denotes that note payable is carried at fair value

XML

Notes Payable and Other Amounts Due to Related Party (Details Textual) - USD ($)			1 Months Ended					3 Months Ended		6 Months Ended		12 Months Ended
	Jul. 18, 2018	Jul. 03, 2018	Mar. 28, 2018	Feb. 12, 2018	Dec. 31, 2014	Aug. 31, 2014	Dec. 31, 2013	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018	Dec. 31, 2017
Notes Payable and Other Amounts Due to Related Party (Textual)
Issuance of unsecured promissory notes										$ 684,586		$ 672,471
Amount payable								$ 463,174		463,174		429,717
Maturity date, description	until December 31, 2019.
General and administrative expense								795,450	$ 552,583	1,552,806	$ 1,127,411
Fair value of warrants										54,257	94,844
Reissued debt amount								(30,409)	(25,452)	(60,106)	(83,398)
Loss on extinguishment of debt								72,435	16,864	(67,363)	(308,359)
Change in fair value of debt								$ 6,256	$ 4,532	12,084	7,981
Seven Hundered Fifity K Dr Michael Dent [Member]
Notes Payable and Other Amounts Due to Related Party (Textual)
Interest accrued										78,704		66,859
Dr Dent [Member]
Notes Payable and Other Amounts Due to Related Party (Textual)
Interest accrued										83,901		$ 62,258
Michael Dent [Member]
Notes Payable and Other Amounts Due to Related Party (Textual)
Maturity date, description	In connection with a $2,000,000 private placement by a third-party investor, Dr. Dent agreed to extend the maturity date on all of the above notes until December 31, 2019.		The maturity dates of promissory notes with an aggregate face value of $177,500, which were originally scheduled to mature before September 30, 2018, by one year from the original maturity date.
Warrant to purchase of common stock, shares				6,678,462
Description of warrants				(i) extend the maturity dates of up to $439,450 loaned by Dr. Dent to the Company in 2017 and 2018 in the form of unsecured promissory notes, including $75,000 loaned from Dr. Dent to the Company in January 2018 to allow the Company to retire an existing convertible promissory note payable to Power-up Lending Group Ltd. before such convertible promissory note became eligible for conversion, and (ii) provide continued loans to the Company. The warrant is immediately exercisable at an exercise price of $0.065 per share, subject to adjustment, and expires five years after the date of issuance.
Fair value of warrants				$ 337,466
Risk-free interest rate				2.56%
Expected life (in years)				5 years
Expected volatility rate				268.90%
Expected dividend yield				10.00%
Reissued debt amount			$ 11,472
Med Office Direct [Member]
Notes Payable and Other Amounts Due to Related Party (Textual)
Interest rate		8.00%
Rent expense related to the marketing agreement										0	6,120
Maturity date, description													The Company and its employees for the period from January 1, 2017 through July 31, 2018.
Semi annual fees													$ 25,000
General and administrative expense										0	12,500
Nwc [Member] | Michael Dent [Member]
Notes Payable and Other Amounts Due to Related Party (Textual)
Issuance of unsecured promissory notes						$ 175,000
Interest rate						0.00%
Notes payable, maturity date					Dec. 31, 2017
Increased on unsecured note payable					$ 750,000		$ 500,000
Pursuant agreement [Member] | Michael Dent [Member]
Notes Payable and Other Amounts Due to Related Party (Textual)
Rent expense related to the marketing agreement										$ 0	$ 12,240

XML

Leases (Details)	Jun. 30, 2019 USD ($)
Lease assets	$ 427,004
Lease liabilities
Lease liabilities (short term)	306,271
Lease liabilities (long term)	125,695
Total lease liabilities	431,966
Operating Leases [Member]
Lease assets	413,864
Lease liabilities
Lease liabilities (short term)	293,131
Lease liabilities (long term)	125,695
Total lease liabilities	418,826
Financing Leases [Member]
Lease assets	13,140
Lease liabilities
Lease liabilities (short term)	13,140
Lease liabilities (long term)
Total lease liabilities	$ 13,140

XML

Leases (Details 1)	Jun. 30, 2019 USD ($)
2019 (July through December)	$ 183,265
2020	239,478
2021	75,019
2022	28,443
2023
Total lease payments	526,205
Less interest	(94,239)
Present value of lease liabilities	431,966
Operating Leases [Member]
2019 (July through December)	174,091
2020	234,891
2021	75,019
2022	28,443
2023
Total lease payments	512,444
Less interest	(93,618)
Present value of lease liabilities	418,826
Capital Lease Obligations [Member]
2019 (July through December)	9,174
2020	4,587
2021
2022
2023
Total lease payments	13,761
Less interest	(621)
Present value of lease liabilities	$ 13,140

XML

Leases (Details Textual) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2019
Leases (Textual)
Operating leases, description		The Company has two operating leases for office space and equipment that expire in July 2020 and a separate operating lease for office space that expires in May 2022. The Company's weighted-average remaining lease term relating to its operating leases is 1.7 years, with a weighted-average discount rate of 17.36%.
Finance leases, description		The Company is also lessee in a capital equipment finance lease for medical equipment entered into in March 2015 and expiring in March 2020. The Company's weighted-average remaining lease term relating to its financing lease is 0.8 years, with a weighted-average discount rate of 9.38%.
Incurred lease expense	$ 90,160	$ 163,575
Related to operating leases	85,573	154,401
Related to financing leases	$ 4,587	$ 9,174

XML

Convertible Notes Payable (Details) - USD ($)	1 Months Ended		3 Months Ended			6 Months Ended
	Jun. 30, 2018	Dec. 20, 2017	Jun. 30, 2019		Jun. 30, 2018	Jun. 30, 2019		Jun. 30, 2018	Dec. 31, 2018
Short-term Debt [Line Items]
Discount against the note payable			$ 722,954			$ 722,954			$ 386,473
Recognized to amortize the remaining discount	$ 2,267
Amortization of discount			299,613		$ 227,696	478,997		$ 367,957
Advance repayment						4,048
Debt Instrument [Line Items]
Total			1,952,056			1,952,056			1,428,787
Less: unamortized discount			(363,089)			(363,089)			(386,473)
Convertible notes payable, net of original issue discount and debt discount			1,057,315			1,057,315			1,042,314
Power Up Lending Group [Member]
Short-term Debt [Line Items]
Amortization of discount					4,560			4,560
Power Up Lending Group [Member] | Factoring Agreement One [Member]
Short-term Debt [Line Items]
Advance received for factoring agreement		$ 75,000	75,000			75,000
Description of payables in factoring agreement		The Company was required to repay the advance, which acts like an ordinary note payable, at the rate of $4,048 per week until the balance of $102,000, which was scheduled for June 2018.
Discount against the note payable		$ 28,500
Recognized to amortize the remaining discount			0		12,307	0		26,881
Note payable		$ 102,000
Repayments			0		36,429	0		89,048
Power Up Lending Group [Member] | Mca and pulg [Member]
Short-term Debt [Line Items]
Discount against the note payable	28,500				28,500			28,500
Recognized to amortize the remaining discount	4,560
Note payable	102,000				102,000			102,000
Advance fees	75,000
$550k Note - July 2016 [Member]
Short-term Debt [Line Items]
Amortization of discount								10,849
Debt Instrument [Line Items]
Total			630,065	[1]		630,065	[1]		594,813
$50k Note - July 2016 [Member]
Debt Instrument [Line Items]
Total			63,885	[1]		63,885	[1]		60,312
$111k Note [Member]
Short-term Debt [Line Items]
Amortization of discount								6,931
Debt Instrument [Line Items]
Total			132,606	[1]		132,606	[1]		125,190
$171.5k Note - October 2017 [Member]
Debt Instrument [Line Items]
Total									186,472
$103k Note I - October 2018 [Member]
Short-term Debt [Line Items]
Discount against the note payable									76,256
Amortization of discount			1,446			33,972
Debt Instrument [Line Items]
Total									103,000
$103k Note II - November 2018 [Member]
Short-term Debt [Line Items]
Discount against the note payable									85,656
Amortization of discount			13,096			44,952
Debt Instrument [Line Items]
Total									103,000
$153k Note - November 2018 [Member]
Short-term Debt [Line Items]
Discount against the note payable			7,877			7,877			129,462
Amortization of discount			39,278			89,718
Debt Instrument [Line Items]
Total			43,000			43,000			153,000
$103k Note III - December 2018 [Member]
Short-term Debt [Line Items]
Discount against the note payable									95,099
Amortization of discount			17,214			42,611
Debt Instrument [Line Items]
Total									103,000
Convertible Notes Payable ($78,000) - January 2019 [Member]
Short-term Debt [Line Items]
Discount against the note payable			30,286			30,286
Debt Instrument [Line Items]
Total			78,000			78,000
$78k Note II - January 2019 [Member]
Short-term Debt [Line Items]
Discount against the note payable			36,488			36,488
Debt Instrument [Line Items]
Total			78,000			78,000
$103k Note III - April 2019 [Member]
Short-term Debt [Line Items]
Amortization of discount			27,384			27,384
Debt Instrument [Line Items]
Total			103,000			103,000
$104.5k Note - April 2019 [Member]
Short-term Debt [Line Items]
Amortization of discount			22,842			22,842
Debt Instrument [Line Items]
Total			104,500			104,500
$104.5k Note II - April 2019 [Member]
Short-term Debt [Line Items]
Amortization of discount			22,842			22,842
Debt Instrument [Line Items]
Total			104,500			104,500
$357.5k Note - April 2019 [Member]
Short-term Debt [Line Items]
Amortization of discount			75,362			75,362
Debt Instrument [Line Items]
Total			357,500			357,500
$103k Note IV - May 2019 [Member]
Short-term Debt [Line Items]
Amortization of discount			18,727			18,727
Debt Instrument [Line Items]
Total			103,000			103,000
$154k Note - June 2019 [Member]
Short-term Debt [Line Items]
Amortization of discount			11,361			11,361
Debt Instrument [Line Items]
Total			$ 154,000			$ 154,000

[1] Denotes that convertible note payable is carried at fair value

XML

Convertible Notes Payable (Details 1) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Amortization of Debt Discount	$ 299,613	$ 227,696	$ 478,997	$ 367,957
$111k Note - May 2017 [Member]
Amortization of Debt Discount				6,931
$53k Note - July 2017 [Member]
Amortization of Debt Discount				1,520
$35k Note - September 2017 [Member]
Amortization of Debt Discount				7,972
$550k Note - July 2016 [Member]
Amortization of Debt Discount				10,849
$53k Note II - October 2017 [Member]
Amortization of Debt Discount		3,407		20,443
$171.5k Note - October 2017 [Member]
Amortization of Debt Discount		38,796		85,278
$57.8k Note - January 2018 [Member]
Amortization of Debt Discount		14,398		28,321
$112.8k Note - February 2018 [Member]
Amortization of Debt Discount		28,110		45,718
$83k Note - February 2018 [Member]
Amortization of Debt Discount		20,693		31,153
$105k Note - March 2018 [Member]
Amortization of Debt Discount		26,178		33,658
$63k Note I - April 2018 [Member]
Amortization of Debt Discount		19,469		19,469
$57.8k Note II - April 2018 [Member]
Amortization of Debt Discount		11,866		11,866
$90k Note - April 2018 [Member]
Amortization of Debt Discount		18,000		18,000
$53k Note III - April 2018 [Member]
Amortization of Debt Discount		13,481		13,481
$68.3k Note - May 2018 [Member]
Amortization of Debt Discount		10,816		10,816
$37k Note - May 2018 [Member]
Amortization of Debt Discount		5,474		5,474
$63k Note II - May 2018 [Member]
Amortization of Debt Discount		9,025		9,025
$78.8k Note - May 2018 [Member]
Amortization of Debt Discount		7,983		7,983
$103k Note I - October 2018 [Member]
Amortization of Debt Discount	1,446		33,972
$103k Note II - November 2018 [Member]
Amortization of Debt Discount	13,096		44,952
$153k Note - November 2018 [Member]
Amortization of Debt Discount	39,278		89,718
$103k Note III - December 2018 [Member]
Amortization of Debt Discount	17,214		42,611
$78k Note I - January 2019 [Member]
Amortization of Debt Discount	26,000		47,714
$78k Note II - January 2019 [Member]
Amortization of Debt Discount	24,061		41,512
$103k Note III - April 2019 [Member]
Amortization of Debt Discount	27,384		27,384
$104.5k Note - April 2019 [Member]
Amortization of Debt Discount	22,842		22,842
$104.5k Note II - April 2019 [Member]
Amortization of Debt Discount	22,842		22,842
$357.5k Note - April 2019 [Member]
Amortization of Debt Discount	75,362		75,362
$103k Note IV - May 2019 [Member]
Amortization of Debt Discount	18,727		18,727
$154k Note - June 2019 [Member]
Amortization of Debt Discount	$ 11,361		$ 11,361

XML

Convertible Notes Payable (Details 2) - USD ($)	Jun. 30, 2019	Dec. 31, 2018	Jun. 30, 2018
Unamortized Discount	$ 722,954	$ 386,473
$103k Note I - October 2018 [Member]
Unamortized Discount		76,256
$103k Note II - November 2018 [Member]
Unamortized Discount		85,656
$153k Note - November 2018 [Member]
Unamortized Discount	7,877	129,462
$103k Note III - December 2018 [Member]
Unamortized Discount		95,099
$78k Note I - January 2019 [Member]
Unamortized Discount	30,286
$78k Note II - January 2019 [Member]
Unamortized Discount	36,488
$103k Note III - April 2019 [Member]
Unamortized Discount	75,616
$104.5k Note - April 2019 [Member]
Unamortized Discount	81,658
$104.5k Note II - April 2019 [Member]
Unamortized Discount	81,658
$357.5k Note - April 2019 [Member]
Unamortized Discount	182,459
$103k Note IV - May 2019 [Member]
Unamortized Discount	84,273
$154k Note - June 2019 [Member]
Unamortized Discount	$ 142,639

XML

Convertible Notes Payable (Details 3) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Interest Expense	$ 43,479	$ 35,938	$ 73,136	$ 61,772
$550k Note - July 2016 [Member]
Interest Expense	8,227	8,227	16,364	16,364
$50k Note - July 2016 [Member]
Interest Expense	1,247	1,247	2,479	2,479
$111k Note - May 2017 [Member]
Interest Expense	4,123	4,078	8,200	8,246
$53k Note - July 2017 [Member]
Interest Expense				116
$35k Note - September 2017 [Member]
Interest Expense				614
$55k Note - September 2017 [Member]
Interest Expense				1,085
$53k Note II - October 2017 [Member]
Interest Expense		261		1,568
$171.5k Note - October 2017 [Member]
Interest Expense		4,276	1,785	8,504
$57.8k Note - January 2018 [Member]
Interest Expense		1,440		2,832
$112.8k Note - February 2018 [Member]
Interest Expense		2,811		4,572
$83k Note - February 2018 [Member]
Interest Expense		2,069		3,115
$105k Note - March 2018 [Member]
Interest Expense		2,618		3,366
$63k Note I - April 2018 [Member]
Interest Expense		1,536		1,536
$57.8k Note II - April 2018 [Member]
Interest Expense		1,187		1,187
$90k Note - April 2018 [Member]
Interest Expense		1,800		1,800
$53k Note III - April 2018 [Member]
Interest Expense		1,060		1,060
$68.3k Note - May 2018 [Member]
Interest Expense		1,085		1,085
$37k Note - May 2018 [Member]
Interest Expense		547		547
$63k Note II - May 2018 [Member]
Interest Expense		898		898
$78.8k Note - May 2018 [Member]
Interest Expense		798		798
$103k Note I - October 2018 [Member]
Interest Expense	113		2,653
$103k Note II - November 2018 [Member]
Interest Expense	1,044		3,584
$153k Note - November 2018 [Member]
Interest Expense	2,938		6,710
$103k Note III - December 2018 [Member]
Interest Expense	1,721		4,261
$78k Note I - January 2019 [Member]
Interest Expense	1,945		3,569
$78k Note II - January 2019 [Member]
Interest Expense	1,945		3,355
$103k Note III - April 2019 [Member]
Interest Expense	2,483		2,483
$104.5k Note - April 2019 [Member]
Interest Expense	2,290		2,290
$104.5k Note II - April 2019 [Member]
Interest Expense	2,290		2,290
$357.5k Note - April 2019 [Member]
Interest Expense	10,450		10,450
$103k Note IV - May 2019 [Member]
Interest Expense	1,524		1,524
$154k Note - June 2019 [Member]
Interest Expense	$ 1,139		$ 1,139

XML

Convertible Notes Payable (Details 4) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Change in Fair Value of Debt	$ 24,152	$ 20,920	$ 48,023	$ 84,232
Fair Value of Debt	826,557		826,557		$ 966,787
$550k Note - July 2016 [Member]
Change in Fair Value of Debt	18,415	16,110	35,253	62,408
Fair Value of Debt	630,066		630,066		594,813
$50k Note - July 2016 [Member]
Change in Fair Value of Debt	1,865	1,572	3,573	9,771
Fair Value of Debt	63,885		63,885		60,312
$111k Note - May 2017 [Member]
Change in Fair Value of Debt	3,872	3,238	7,416	12,053
Fair Value of Debt	132,606		132,606		125,190
$171.5k Note - October 2017 [Member]
Change in Fair Value of Debt			1,781
Fair Value of Debt					$ 186,472

XML

Convertible Notes Payable (Details 5) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Short-term Debt [Line Items]
Less cash repayment			$ (404,416)	$ (284,682)
Gain on extinguishment of debt	$ 72,435	$ 16,864	(67,363)	$ (308,359)
Convertible Notes Payable ($53,000) - July 2017 [Member]
Short-term Debt [Line Items]
Face value of convertible note payable retired			53,000
Carrying value of derivative financial instruments arising from ECF			53,893
Accrued interest			2,644
Less cash repayment			(74,922)
Less carrying value of debt discount at extinguishment			(18,427)
Gain on extinguishment of debt			16,188
Convertible Notes Payable ($35,000) - September 2017 [Member]
Short-term Debt [Line Items]
Face value of convertible note payable retired			(35,000)
Carrying value of derivative financial instruments arising from ECF			37,269
Accrued interest			1,716
Less cash repayment			(49,502)
Less carrying value of debt discount at extinguishment			(12,705)
Gain on extinguishment of debt			11,778
Convertible Notes Payable ($55,000) - September 2017 [Member]
Short-term Debt [Line Items]
Face value of convertible note payable retired			55,000
Carrying value of derivative financial instruments arising from ECF			69,687
Accrued interest			2,759
Less cash repayment			(85,258)
Less carrying value of debt discount at extinguishment			(27,425)
Gain on extinguishment of debt			14,763
Convertible Notes Payable ($63,000) - April 2018 [Member]
Short-term Debt [Line Items]
Face value of convertible note payable retired			63,000
Carrying value of derivative financial instruments arising from ECF			72,336
Accrued interest			3,124
Less cash repayment			(89,198)
Less carrying value of debt discount at extinguishment			(23,406)
Gain on extinguishment of debt			25,856
Convertible Notes Payable ($57,750) - April 2018 [Member]
Short-term Debt [Line Items]
Face value of convertible note payable retired			57,750
Carrying value of derivative financial instruments arising from ECF			74,428
Accrued interest			2,895
Less cash repayment			(81,850)
Less carrying value of debt discount at extinguishment			(28,796)
Gain on extinguishment of debt			24,427
Convertible Notes Payable ($90,000) - April 2018 [Member]
Short-term Debt [Line Items]
Face value of convertible note payable retired			90,000
Carrying value of derivative financial instruments arising from ECF			123,030
Accrued interest			3,156
Less cash repayment			(119,240)
Less carrying value of debt discount at extinguishment			(58,438)
Gain on extinguishment of debt			38,508
Convertible Notes Payable ($53,000) - April 2018 [Member]
Short-term Debt [Line Items]
Face value of convertible note payable retired			53,000
Carrying value of derivative financial instruments arising from ECF			59,533
Accrued interest			2,657
Less cash repayment			(75,039)
Less carrying value of debt discount at extinguishment			(19,206)
Gain on extinguishment of debt			20,945
Convertible Notes Payable ($68,250) - May 2018 [Member]
Short-term Debt [Line Items]
Face value of convertible note payable retired			68,250
Carrying value of derivative financial instruments arising from ECF			91,132
Accrued interest			3,366
Less cash repayment			(91,644)
Less carrying value of debt discount at extinguishment			(34,684)
Gain on extinguishment of debt			36,420
Convertible Notes Payable ($37,000) - May 2018 [Member]
Short-term Debt [Line Items]
Face value of convertible note payable retired			37,000
Carrying value of derivative financial instruments arising from ECF			47,763
Accrued interest			1,815
Less cash repayment			(49,144)
Less carrying value of debt discount at extinguishment			(18,855)
Gain on extinguishment of debt			18,579
Convertible Notes Payable ($63,000) - May 2018 [Member]
Short-term Debt [Line Items]
Face value of convertible note payable retired			63,000
Carrying value of derivative financial instruments arising from ECF			81,017
Accrued interest			3,107
Less cash repayment			(89,198)
Less carrying value of debt discount at extinguishment			(31,760)
Gain on extinguishment of debt			26,166
Convertible Notes Payable ($78,750) - May 2018 [Member]
Short-term Debt [Line Items]
Face value of convertible note payable retired			78,750
Carrying value of derivative financial instruments arising from ECF			100,669
Accrued interest			3,938
Less cash repayment			(104,738)
Less carrying value of debt discount at extinguishment			(39,914)
Gain on extinguishment of debt			38,705
Convertible Notes Payable ($103,000) - October 2018 [Member]
Short-term Debt [Line Items]
Face value of convertible note payable retired			103,000
Carrying value of derivative financial instruments arising from ECF			97,212
Accrued interest			4,741
Less cash repayment			(134,500)
Less carrying value of debt discount at extinguishment			(42,284)
Gain on extinguishment of debt			28,169
Convertible Notes Payable ($103,000) - November 2018 [Member]
Short-term Debt [Line Items]
Face value of convertible note payable retired			103,000
Carrying value of derivative financial instruments arising from ECF			91,446
Accrued interest			4,967
Less cash repayment			(134,888)
Less carrying value of debt discount at extinguishment			(40,704)
Gain on extinguishment of debt			23,821
Convertible Notes Payable ($103,000) - December 2018 [Member]
Short-term Debt [Line Items]
Face value of convertible note payable retired			103,000
Carrying value of derivative financial instruments arising from ECF			99,911
Accrued interest			5,051
Less cash repayment			(135,029)
Less carrying value of debt discount at extinguishment			(52,488)
Gain on extinguishment of debt			$ 20,445

XML

Convertible Notes Payable (Details 6) - USD ($)	Jun. 03, 2019	May 07, 2019	Apr. 15, 2019	Apr. 11, 2019	Apr. 03, 2019	Jan. 14, 2019	Jan. 24, 2018
Convertible Notes Payable ($78,000) - January 2019 [Member]
Short-term Debt [Line Items]
Embedded conversion feature						$ 78,088
Original issue discount and fees						3,000
Fair value of shares recorded to equity						4,676
Financing cost						(7,764)
Convertible note
Gross proceeds						$ 78,000
Convertible Notes Payable ($78,000) One - January 2019 [Member]
Short-term Debt [Line Items]
Embedded conversion feature							$ 101,139
Original issue discount and fees							3,000
Financing cost							(26,139)
Convertible note
Gross proceeds							$ 78,000
Convertible Notes Payable ($103,000) - April 2019 [Member]
Short-term Debt [Line Items]
Embedded conversion feature					$ 126,313
Original issue discount and fees					3,000
Financing cost					(26,313)
Convertible note
Gross proceeds					$ 103,000
Convertible Notes Payable ($209,000) - April 2019 [Member]
Short-term Debt [Line Items]
Embedded conversion feature				$ 205,516
Original issue discount and fees				9,000
Fair value of shares recorded to equity				12,500
Financing cost				(18,016)
Convertible note
Gross proceeds				$ 209,000
Convertible Notes Payable ($357,500) - April 2019 [Member]
Short-term Debt [Line Items]
Embedded conversion feature			$ 128,911
Original issue discount and fees			32,500
Warrants			96,411
Convertible note			99,678
Gross proceeds			$ 357,500
Convertible Notes Payable ($103,000) - April 2019 [Member]
Short-term Debt [Line Items]
Embedded conversion feature		$ 115,729
Original issue discount and fees		3,000
Financing cost		(15,729)
Convertible note
Gross proceeds		$ 103,000
Convertible Notes Payable ($154,000) - June 2019 [Member]
Short-term Debt [Line Items]
Embedded conversion feature	$ 177,273
Original issue discount and fees	4,000
Financing cost	(27,273)
Convertible note
Gross proceeds	$ 154,000

XML

Convertible Notes Payable (Details Textual)																		1 Months Ended					3 Months Ended				6 Months Ended			9 Months Ended
	Jan. 14, 2019 USD ($)	Nov. 19, 2018 USD ($)	Nov. 12, 2018 USD ($)	Oct. 18, 2018 USD ($)	Aug. 07, 2018 USD ($) $ / shares shares	May 24, 2018 USD ($)	May 09, 2018 USD ($)	May 07, 2018 USD ($)	May 03, 2018 USD ($)	Apr. 18, 2018 USD ($)	Apr. 16, 2018 USD ($)	Apr. 02, 2018 USD ($)	Mar. 05, 2018 USD ($)	Feb. 02, 2018 USD ($)	Jan. 14, 2018 USD ($)	Jan. 02, 2018 USD ($)	Jul. 07, 2016 USD ($) $ / shares shares	Aug. 16, 2018 USD ($) $ / shares shares	Mar. 28, 2018 USD ($) $ / shares shares	Feb. 13, 2018 USD ($)	Oct. 27, 2017 USD ($)	May 22, 2017 USD ($) $ / shares shares	Jun. 30, 2019 USD ($) shares		Sep. 30, 2018 USD ($)	Jun. 30, 2018 USD ($)	Jun. 30, 2019 USD ($) shares		Jun. 30, 2018 USD ($)	Sep. 30, 2018 USD ($)	May 31, 2019 USD ($)	May 07, 2019 USD ($)	Apr. 04, 2019 USD ($)	Dec. 31, 2018 USD ($)	Dec. 03, 2018 USD ($)	Nov. 20, 2018 USD ($)	Nov. 05, 2018 USD ($)	Nov. 02, 2018 USD ($)	Oct. 16, 2018 USD ($)	Sep. 28, 2018 USD ($)	Aug. 30, 2018 USD ($) $ / shares	Mar. 13, 2018 USD ($)	Jan. 24, 2018 USD ($)	Jan. 08, 2018 USD ($)	Sep. 11, 2017 USD ($)	Sep. 07, 2017 USD ($)	Jul. 10, 2017 USD ($)
Debt Instrument [Line Items]
Convertible secured promissory note face value																							$ 1,952,056				$ 1,952,056							$ 1,428,787
Net proceeds from issuance of convertible notes																											1,025,000		$ 805,500
Amortization expense related to discounts																							(299,613)			$ (244,563)	(478,997)		(399,398)
Original issue discount																							722,954				$ 722,954							386,473
Expected dividend yield																											0.00
Convertible note																							1,057,315				$ 1,057,315							1,042,314
Interest expense																							43,479			35,938	73,136		61,772
Unamortized discount																							363,089				363,089							386,473
Change in fair value of debt																							24,152			20,920	48,023		84,232
Loss on extinguishment of debt																							72,435			16,864	(67,363)		(308,359)
Fair value of this instrument																							826,557				826,557							966,787
Fair of warrants issued for professional service																											54,257		94,844
Convertible Notes Payable ($35,000) - September 2017 [Member]
Debt Instrument [Line Items]
Loss on extinguishment of debt																											11,778
Convertible Notes Payable ($53,000) - July 2017 [Member]
Debt Instrument [Line Items]
Loss on extinguishment of debt																											16,188
Convertible Notes Payable ($55,000) - September 2017 [Member]
Debt Instrument [Line Items]
Loss on extinguishment of debt																											14,763
$50k Note - July 2016 [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																							63,885	[1]			63,885	[1]						60,312
Change in fair value of debt																							1,865			1,572	3,573		9,771
Fair value of this instrument																							63,885				63,885							60,312
$50k Note - July 2016 [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Percentage of fixed convertible secured promissory note																	10.00%
Convertible secured promissory note face value																	$ 50,000
Convertible secured promissory note maturity date																	Jul. 11, 2018
Common stock fixed price per share | $ / shares																	$ 0.10
Net proceeds from issuance of convertible notes																	$ 500,000
$550k Note - July 2016 [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																							630,065	[1]			630,065	[1]						594,813
Change in fair value of debt																							18,415			16,110	35,253		62,408
Fair value of this instrument																							630,066				630,066							594,813
$550k Note - July 2016 [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Percentage of fixed convertible secured promissory note																	6.00%
Convertible secured promissory note face value																	$ 550,000
Convertible secured promissory note maturity date																	Apr. 11, 2017
Common stock fixed price per share | $ / shares																	$ 0.08
Net proceeds from issuance of convertible notes																	$ 500,000
Original issue discount																	$ 50,000
Note convertible into common shares | shares																	6,875,000
One Hundred Five Note [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value													$ 105,000
Warrant to purchase of common stock exercise price | $ / shares																																									$ 0.35
Net proceeds from issuance of convertible notes													$ 100,000
Convertible note conversion features, description													The $113k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 9.9% beneficial ownership limitation, at a conversion price per share equal to 40% discount to the lowest bid or trading price of the Company’s common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default, 110-150% of the outstanding principal and any interest due amount shall be immediately due, depending on the nature of the breach.
Convertible note interest rate term													The $105k Note has an interest rate of 10% and a default interest rate of 24% and matures on March 5, 2019.
Fair value of warrants calculated using Black-Scholes pricing model													$ 153,371
Accrued interest, for a one-time cash payment																																									$ 140,697
Loss on extinguishment of debt																									$ 51,804
Fee for net proceeds													5,000
One Thirteen Note [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Warrant to purchase of common stock exercise price | $ / shares					$ 0.25
Convertible note conversion features, description														The $113k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 40% discount to the lowest bid or trading price of the Company’s common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the Note, 200% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due.
Convertible note interest rate term														The $113k Note has an interest rate of 10% and a default interest rate of 24% and matures on February 2, 2019.
Warrant to purchase of common stock, shares | shares					100,000
Fair value of warrants calculated using Black-Scholes pricing model					$ 50,614									$ 161,527
Accrued interest, for a one-time cash payment					$ 151,536
Loss on extinguishment of debt																									$ 2,054
Fee for net proceeds														$ 12,750
Sixty Three Note [Member]
Debt Instrument [Line Items]
Net proceeds from issuance of convertible notes	$ 4,676
Sixty Three Note [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value	78,000
Net proceeds from issuance of convertible notes	$ 3,000						$ 63,000					$ 63,000
Risk-free interest rate	2.57%
Expected life	9 months
Volatility	243.61%
Expected dividend yield	0
Convertible note conversion features, description	The $78k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company’s common stock during the ten (10) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due.
Convertible note interest rate term	The $78k Note has an interest rate of 10% and a default interest rate of 24% and matures on October 14, 2019.
Fair value of warrants calculated using Black-Scholes pricing model	$ 78,088
Net charge on embedded conversion feature	7,764
Accrued interest, for a one-time cash payment																																					$ 89,198			$ 89,198
$78k Note II - January 2019 [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																							78,000				78,000
Original issue discount																							36,488				36,488
Embedded conversion feature	$ 78,088
$78k Note II - January 2019 [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value															$ 78,000
Net proceeds from issuance of convertible notes															$ 3,000
Risk-free interest rate															2.58%
Expected life															9 months 22 days
Volatility															243.03%
Expected dividend yield															0
Convertible note conversion features, description															The $78k Note II may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due.
Convertible note interest rate term															The $78k Note II has an interest rate of 10% and a default interest rate of 22% and matures on November 15, 2019.
Fair value of warrants calculated using Black-Scholes pricing model															$ 101,139
Eight Three Note [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																				$ 83,000
Warrant to purchase of common stock exercise price | $ / shares																		$ 0.35
Net proceeds from issuance of convertible notes																				$ 75,000
Convertible note conversion features, description																				The $113k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 40% discount to the lowest bid or trading price of the Company’s common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default, 200% of the outstanding principal and any interest due amount shall be immediately due.
Convertible note interest rate term																				The $83k Note has an interest rate of 10% and a default interest rate of 24% and matures on February 13, 2019.
Warrant to purchase of common stock, shares | shares																		237,143
Fair value of warrants calculated using Black-Scholes pricing model																		$ 92,400		$ 119,512
Accrued interest, for a one-time cash payment																		$ 111,596
Loss on extinguishment of debt																														$ 51,251
Fee for net proceeds																				$ 8,000
Fifty Eight Note [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																$ 57,750
Net proceeds from issuance of convertible notes																50,000
Original issue discount																$ 5,250
Convertible note conversion features, description																The $58k Note was convertible into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 28% discount to the lowest bid or trading price of the Company's common stock during the twenty (20) trading days prior to the conversion date. On June 26, 2018, the holder agreed, without consideration, to reduce the discount to 28% of the volume weighted average price of the Company's common stock for the 10 days prior to the conversion date. During third and fourth quarter of 2018, the holder of the $58k Note converted the entire principal balance of $57,750, as well as accrued interest in the amount of $3,786, into 384,839 shares of Company common stock.
Convertible note interest rate term																The $58k Note had an interest rate of 10% and a default interest rate of 18% and was scheduled to mature on January 2, 2019.
Net charge on embedded conversion feature																$ 32,652
$111k Note [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																							132,606	[1]			132,606	[1]						125,190
Change in fair value of debt																							3,872			3,238	7,416		12,053
Fair value of this instrument																							132,606				132,606							125,190
$111k Note [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Percentage of fixed convertible secured promissory note																						10.00%
Convertible secured promissory note face value																						$ 111,000
Warrant to purchase of common stock exercise price | $ / shares																						$ 0.75
Net proceeds from issuance of convertible notes																						$ 100,000
Original issue discount																						$ 11,000
Expected life																						5 years
Note convertible into common shares | shares																						317,143
Warrant to purchase of common stock, shares | shares																						133,333
Note holder fixed price per share | $ / shares																						$ 0.35
$171.5k Note - October 2017 [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																																		186,472
Change in fair value of debt																											1,781
Fair value of this instrument																																		186,472
$171.5k Note - October 2017 [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																					$ 171,500		171,500				$ 171,500
Net proceeds from issuance of convertible notes																					150,000
Original issue discount																					$ 21,500
Note convertible into common shares | shares																											2,512,821
Convertible note conversion features, description																					The $171.5k Note was convertible into common stock of the Company by the holder at any time following 180 days after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 35% discount to the lowest closing bid price during the twenty (20) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the $171.5k Note, 300% of the outstanding principal and any interest due amount was immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the $171.5k Note, 150% of the outstanding principal and any interest due amount was immediately due.
Convertible note interest rate term																					The $171.5k Note had an interest rate of 10% and a default interest rate of 22% and matures on October 26, 2018.
Convertible Notes Payable ($78,000) - January 2019 [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																							78,000				$ 78,000
Original issue discount																							30,286				30,286
Embedded conversion feature																																											$ 101,139
Convertible Notes Payable ($78,000) - January 2019 [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Net proceeds from issuance of convertible notes						$ 78,750
Accrued interest, for a one-time cash payment																																				$ 104,738
$103k Note III - December 2018 [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																																		103,000
Original issue discount																																		95,099
$103k Note III - December 2018 [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																																			$ 103,000
Accrued interest, for a one-time cash payment																															$ 135,029
$153k Note - November 2018 [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																							43,000				43,000							153,000
Original issue discount																							7,877				7,877							129,462
$153k Note - November 2018 [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value		$ 153,000
Net proceeds from issuance of convertible notes		$ 150,000
Convertible note																							$ 110,000				$ 110,000
Note convertible into common shares | shares																							740,002				740,002
Convertible note conversion features, description		The $153k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the ten (10) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due.
Convertible note interest rate term		The $153k Note has an interest rate of 10% and a default interest rate of 22% and matures on August 19, 2019.
Fair value of this instrument																							$ 43,000				$ 43,000
Fee for net proceeds		$ 3,000
$53k Note II - April 2018 [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																																															$ 53,000
Net proceeds from issuance of convertible notes										$ 53,000
Accrued interest, for a one-time cash payment				$ 75,039																																								$ 74,922
Thirty Five Note [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																																														$ 35,000
Accrued interest, for a one-time cash payment													$ 49,502
Fifty Five Note [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																																													$ 55,000
Accrued interest, for a one-time cash payment																																										$ 85,258
$103k Note II - November 2018 [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																																		103,000
Original issue discount																																		85,656
$103k Note II - November 2018 [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Net proceeds from issuance of convertible notes			$ 103,000
Accrued interest, for a one-time cash payment																																$ 134,888
$103k Note I - October 2018 [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																																		103,000
Original issue discount																																		$ 76,256
$103k Note I - October 2018 [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Net proceeds from issuance of convertible notes				$ 103,000
Accrued interest, for a one-time cash payment																																	$ 134,500
Fifty Seven Note [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Net proceeds from issuance of convertible notes											$ 57,750
Accrued interest, for a one-time cash payment																																							$ 81,850
Ninety Note [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Net proceeds from issuance of convertible notes										90,000
Accrued interest, for a one-time cash payment										$ 119,240
$68.3k Note - May 2018 [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Net proceeds from issuance of convertible notes									$ 68,250
Accrued interest, for a one-time cash payment									$ 91,644
$37k Note - May 2018 [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Net proceeds from issuance of convertible notes								$ 37,000
Accrued interest, for a one-time cash payment																																						$ 49,144
Parent Company [Member] | $111k Note [Member]
Debt Instrument [Line Items]
Convertible secured promissory note maturity date																			Jan. 22, 2018
Warrant to purchase of common stock exercise price | $ / shares																			$ 0.05
Risk-free interest rate																			2.59%
Expected life																			5 years
Volatility																			578.45%
Expected dividend yield																			0
Warrant to purchase of common stock, shares | shares																			125,000
Fair value of warrants calculated using Black-Scholes pricing model																			$ 10,199

[1] Denotes that convertible note payable is carried at fair value

XML

Convertible Notes Payable (Details Textual 1)																							1 Months Ended								3 Months Ended					6 Months Ended			9 Months Ended	12 Months Ended
	Jun. 03, 2019 USD ($)	May 07, 2019 USD ($)	Apr. 11, 2019 USD ($) shares	Apr. 03, 2019 USD ($)	Jan. 14, 2019 USD ($)	Dec. 06, 2018 USD ($)	Nov. 19, 2018 USD ($)	Nov. 12, 2018 USD ($)	Oct. 18, 2018 USD ($)	Aug. 07, 2018 USD ($) $ / shares shares	Jul. 18, 2018	May 24, 2018 USD ($)	May 09, 2018 USD ($)	Apr. 18, 2018 USD ($)	Apr. 16, 2018 USD ($)	Apr. 02, 2018 USD ($)	Mar. 13, 2018 USD ($)	Mar. 05, 2018 USD ($)	Feb. 02, 2018 USD ($)	Jan. 14, 2018 USD ($)	Jan. 02, 2018 USD ($)	Jul. 07, 2016 USD ($) $ / shares shares	Apr. 15, 2019 USD ($)	Aug. 30, 2018 USD ($) $ / shares	Aug. 16, 2018 USD ($) $ / shares shares	Mar. 28, 2018	Feb. 13, 2018 USD ($)	Feb. 12, 2018 USD ($) shares	Oct. 27, 2017 USD ($)	May 22, 2017 USD ($) $ / shares shares	Jun. 30, 2019 USD ($) shares		Mar. 31, 2019 shares	Sep. 30, 2018 USD ($)	Jun. 30, 2018 USD ($)	Jun. 30, 2019 USD ($) shares		Jun. 30, 2018 USD ($)	Sep. 30, 2018 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2017	Dec. 03, 2018 USD ($)	Jan. 24, 2018 USD ($)	Sep. 11, 2017 USD ($)	Sep. 07, 2017 USD ($)	Jul. 10, 2017 USD ($)
Debt Instrument [Line Items]
Convertible secured promissory note face value																															$ 1,952,056					$ 1,952,056				$ 1,428,787
Proceeds from issuance of convertible notes																																				1,025,000		$ 805,500
Original issue discount																															722,954					$ 722,954				386,473
Expected dividend yield																																				0.00
Convertible note																															1,057,315					$ 1,057,315				$ 1,042,314
Financing cost																															87,332				$ 248,443	121,235		440,505
Interest expense																															43,479				35,938	73,136		61,772
Notes payable - bank loan interest rate																																								50.00%
Repayment of notes payable and bank loans																																						(113,257)
Unamortized discount																															363,089					363,089				$ 386,473
Loss on extinguishment of debt																															$ 72,435				16,864	(67,363)		(308,359)
Fair of warrants issued for professional service																																				54,257		94,844
Convertible notes payable maturity date, description											until December 31, 2019.
Common Stock [Member]
Debt Instrument [Line Items]
Note convertible into common shares | shares																															740,002		2,512,821
Warrant [Member]
Debt Instrument [Line Items]
Fair of warrants issued for professional service																																				468,125		705,221
Convertible Notes Payable ($53,000) - July 2017 [Member]
Debt Instrument [Line Items]
Loss on extinguishment of debt																																				16,188
Interest accrued																																				2,644
Convertible Notes Payable ($55,000) - September 2017 [Member]
Debt Instrument [Line Items]
Loss on extinguishment of debt																																				14,763
Interest accrued																																				2,759
Convertible Notes Payable ($35,000) - September 2017 [Member]
Debt Instrument [Line Items]
Loss on extinguishment of debt																																				11,778
Interest accrued																																				1,716
Two Advisor [Member]
Debt Instrument [Line Items]
Fair of warrants issued for professional service						$ 35,462
Michael Dent [Member]
Debt Instrument [Line Items]
Warrant to purchase of common stock, shares | shares																												6,678,462
Fair of warrants issued for professional service																												$ 337,466
Convertible notes payable maturity date, description											In connection with a $2,000,000 private placement by a third-party investor, Dr. Dent agreed to extend the maturity date on all of the above notes until December 31, 2019.															The maturity dates of promissory notes with an aggregate face value of $177,500, which were originally scheduled to mature before September 30, 2018, by one year from the original maturity date.
Dr Dent [Member]
Debt Instrument [Line Items]
Interest accrued																																				83,901				62,258
Med Office Direct [Member]
Debt Instrument [Line Items]
Convertible notes payable maturity date, description																																									The Company and its employees for the period from January 1, 2017 through July 31, 2018.
$550k Note - July 2016 [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																															$ 630,065	[1]				630,065	[1]			594,813
$550k Note - July 2016 [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Percentage of fixed convertible secured promissory note																						6.00%
Convertible secured promissory note face value																						$ 550,000
Common stock fixed price per share | $ / shares																						$ 0.08
Proceeds from issuance of convertible notes																						$ 500,000
Original issue discount																						$ 50,000
Note convertible into common shares | shares																						6,875,000
$550k Note - July 2016 [Member] | $103k Note III - April 2019 [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value				$ 103,000
Proceeds from issuance of convertible notes				$ 100,000
Risk-free interest rate				2.41%
Expected life				10 months 28 days
Volatility				203.70%
Expected dividend yield				0.00
Convertible note				$ 126,313
Convertible note conversion features, description				The $103k Note III may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due.
Convertible note interest rate term				The $103k Note III has an interest rate of 10% and a default interest rate of 22% and matures on February 28, 2020.
Fee for net proceeds				$ 3,000
$550k Note - July 2016 [Member] | $209k Notes [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value			$ 209,000
Proceeds from issuance of convertible notes			$ 200,000
Risk-free interest rate			2.44%
Expected life			1 year
Volatility			203.29%
Expected dividend yield			0.00
Convertible note			$ 12,500
Note convertible into common shares | shares			50,000
Convertible note conversion features, description			On April 11, 2020, and may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the ten (10) trading days prior to the conversion date. In connection with the $209k Notes, the Company also issued to the holder 25,000 shares of Company common stock valued at $6,250, which was recorded to equity. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due.
Convertible note interest rate term			The $209k Notes have an interest rate of 10% and a default interest rate of 22%, mature on April 11, 2020
Warrants to purchase of common stock, description			9,000
Fee for net proceeds			$ 18,016
$550k Note - July 2016 [Member] | $357.5k Note - April 2019 [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																							$ 325,000
Proceeds from issuance of convertible notes																							$ 150,782
Risk-free interest rate																							2.37%
Expected life																							5 years
Volatility																							191.68%
Expected dividend yield																							0.00
Convertible note conversion features, description																							May be converted into common stock of the Company by the holder at any time, subject to a 9.99% beneficial ownership limitation, at a fixed conversion price per share of $0.20, or 1,787,500 shares. At inception, the investors were also granted a five-year warrant to purchase 600,000 shares of the Company's common stock at an exercise price of $0.25 per share. Upon an event of default, 140% of the outstanding principal and any interest due amount shall be immediately due and the conversion price resets to a 40% discount to the lowest bid or trading price of the Company's common stock during the twenty (20) trading days prior to the conversion date.
Convertible note interest rate term																							The $357.5k Note has an interest rate of 10%, matures on December 31, 2019,
Embedded conversion feature																							$ 128,911
Warrants to purchase of common stock, description																							32,500
$550k Note - July 2016 [Member] | $103k Note IV - May 2019 [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value		$ 103,000
Proceeds from issuance of convertible notes		$ 100,000
Risk-free interest rate		2.37%
Expected life		9 months 22 days
Volatility		180.30%
Expected dividend yield		0
Convertible note conversion features, description		The $103k Note IV may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due.
Convertible note interest rate term		The $103k Note IV has an interest rate of 10% and a default interest rate of 22% and matures on February 28, 2020.
Fair value of warrants calculated using Black-Scholes pricing model		$ 115,729
Net charge on embedded conversion feature		15,729
Fee for net proceeds		$ 3,000
$550k Note - July 2016 [Member] | Seventy Eight [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value	$ 154,000
Proceeds from issuance of convertible notes	$ 150,000
Convertible note conversion features, description	The $154k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the Note, 200% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due.
Convertible note interest rate term	The $154k Note has an interest rate of 10% and a default interest rate of 22% and matures on February 28, 2020.
Fee for net proceeds	$ 4,000
$50k Note - July 2016 [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																															63,885	[1]				63,885	[1]			60,312
$50k Note - July 2016 [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Percentage of fixed convertible secured promissory note																						10.00%
Convertible secured promissory note face value																						$ 50,000
Common stock fixed price per share | $ / shares																						$ 0.10
Proceeds from issuance of convertible notes																						$ 500,000
Thirty Five Note [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																																													$ 35,000
Interest accrued																		$ 49,502
One Hundred Five Note [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																		105,000
Warrant to purchase of common stock exercise price | $ / shares																								$ 0.35
Proceeds from issuance of convertible notes																		100,000
Net proceeds																		$ 100,000
Convertible note conversion features, description																		The $113k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 9.9% beneficial ownership limitation, at a conversion price per share equal to 40% discount to the lowest bid or trading price of the Company’s common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default, 110-150% of the outstanding principal and any interest due amount shall be immediately due, depending on the nature of the breach.
Convertible note interest rate term																		The $105k Note has an interest rate of 10% and a default interest rate of 24% and matures on March 5, 2019.
Fair value of warrants calculated using Black-Scholes pricing model																		$ 153,371
Loss on extinguishment of debt																																		$ 51,804
Interest accrued																								$ 140,697
Fee for net proceeds																		$ 5,000
One Thirteen Note [Member]
Debt Instrument [Line Items]
Net proceeds																			$ 100,000
One Thirteen Note [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Warrant to purchase of common stock exercise price | $ / shares										$ 0.25
Net proceeds																			$ 12,750
Convertible note conversion features, description																			The $113k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 40% discount to the lowest bid or trading price of the Company’s common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the Note, 200% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due.
Convertible note interest rate term																			The $113k Note has an interest rate of 10% and a default interest rate of 24% and matures on February 2, 2019.
Warrant terms										3 years
Warrant to purchase of common stock, shares | shares										100,000
Fair value of warrants calculated using Black-Scholes pricing model										$ 50,614									$ 161,527
Loss on extinguishment of debt																																		$ 2,054
Interest accrued										$ 151,536
Fee for net proceeds																			$ 12,750
Sixty Three Note [Member]
Debt Instrument [Line Items]
Proceeds from issuance of convertible notes					$ 4,676
Net proceeds					75,000
Sixty Three Note [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value					78,000
Proceeds from issuance of convertible notes					3,000								$ 63,000			$ 63,000
Net proceeds					$ 75,000
Risk-free interest rate					2.57%
Expected life					9 months
Volatility					243.61%
Expected dividend yield					0
Financing cost					$ 78,088
Convertible note conversion features, description					The $78k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company’s common stock during the ten (10) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due.
Convertible note interest rate term					The $78k Note has an interest rate of 10% and a default interest rate of 24% and matures on October 14, 2019.
Fair value of warrants calculated using Black-Scholes pricing model					$ 78,088
Net charge on embedded conversion feature					7,764
$78k Note II - January 2019 [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																															78,000					78,000
Original issue discount																															36,488					36,488
Original issue discount					$ 3,000
$78k Note II - January 2019 [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																				$ 78,000
Proceeds from issuance of convertible notes																				3,000
Net proceeds																				$ 75,000
Risk-free interest rate																				2.58%
Expected life																				9 months 22 days
Volatility																				243.03%
Expected dividend yield																				0
Financing cost																				$ 101,139
Convertible note conversion features, description																				The $78k Note II may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due.
Convertible note interest rate term																				The $78k Note II has an interest rate of 10% and a default interest rate of 22% and matures on November 15, 2019.
Fair value of warrants calculated using Black-Scholes pricing model																				$ 101,139
Fifty Five Note [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																																												$ 55,000
Interest accrued																	$ 85,258
Eight Three Note [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																											$ 83,000
Warrant to purchase of common stock exercise price | $ / shares																									$ 0.35
Proceeds from issuance of convertible notes																											75,000
Net proceeds																											$ 75,000
Convertible note conversion features, description																											The $113k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 40% discount to the lowest bid or trading price of the Company’s common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default, 200% of the outstanding principal and any interest due amount shall be immediately due.
Convertible note interest rate term																											The $83k Note has an interest rate of 10% and a default interest rate of 24% and matures on February 13, 2019.
Warrant terms																									5 years
Warrant to purchase of common stock, shares | shares																									237,143
Fair value of warrants calculated using Black-Scholes pricing model																									$ 92,400		$ 119,512
Loss on extinguishment of debt																																							$ 51,251
Interest accrued																									$ 111,596
Fee for net proceeds																											$ 8,000
Fifty Eight Note [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																					$ 57,750
Proceeds from issuance of convertible notes																					50,000
Net proceeds																					2,500
Original issue discount																					$ 5,250
Convertible note conversion features, description																					The $58k Note was convertible into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 28% discount to the lowest bid or trading price of the Company's common stock during the twenty (20) trading days prior to the conversion date. On June 26, 2018, the holder agreed, without consideration, to reduce the discount to 28% of the volume weighted average price of the Company's common stock for the 10 days prior to the conversion date. During third and fourth quarter of 2018, the holder of the $58k Note converted the entire principal balance of $57,750, as well as accrued interest in the amount of $3,786, into 384,839 shares of Company common stock.
Convertible note interest rate term																					The $58k Note had an interest rate of 10% and a default interest rate of 18% and was scheduled to mature on January 2, 2019.
Net charge on embedded conversion feature																					$ 32,652
$111k Note [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																															132,606	[1]				132,606	[1]			125,190
$111k Note [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Percentage of fixed convertible secured promissory note																														10.00%
Convertible secured promissory note face value																														$ 111,000
Warrant to purchase of common stock exercise price | $ / shares																														$ 0.75
Proceeds from issuance of convertible notes																														$ 100,000
Original issue discount																														$ 11,000
Expected life																														5 years
Note convertible into common shares | shares																														317,143
Warrant to purchase of common stock, shares | shares																														133,333
Note holder fixed price per share | $ / shares																														$ 0.35
$171.5k Note - October 2017 [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																																								186,472
$171.5k Note - October 2017 [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																													$ 171,500		171,500					$ 171,500
Proceeds from issuance of convertible notes																													150,000
Original issue discount																													$ 21,500
Note convertible into common shares | shares																																				2,512,821
Convertible note conversion features, description																													The $171.5k Note was convertible into common stock of the Company by the holder at any time following 180 days after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 35% discount to the lowest closing bid price during the twenty (20) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the $171.5k Note, 300% of the outstanding principal and any interest due amount was immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the $171.5k Note, 150% of the outstanding principal and any interest due amount was immediately due.
Convertible note interest rate term																													The $171.5k Note had an interest rate of 10% and a default interest rate of 22% and matures on October 26, 2018.
Convertible Notes Payable ($78,000) - January 2019 [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																															78,000					$ 78,000
Original issue discount																															30,286					30,286
Original issue discount																																											$ 3,000
Convertible Notes Payable ($78,000) - January 2019 [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Proceeds from issuance of convertible notes												$ 78,750
$53k Note II - April 2018 [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																																														$ 53,000
Proceeds from issuance of convertible notes														$ 53,000
Fifty Seven Note [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Proceeds from issuance of convertible notes															$ 57,750
$103k Note I - October 2018 [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																																								103,000
Original issue discount																																								76,256
$103k Note I - October 2018 [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Proceeds from issuance of convertible notes									$ 103,000
$103k Note II - November 2018 [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																																								103,000
Original issue discount																																								85,656
$103k Note II - November 2018 [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Proceeds from issuance of convertible notes								$ 103,000
$103k Note III - December 2018 [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																																								103,000
Original issue discount																																								95,099
$103k Note III - December 2018 [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																																										$ 103,000
$153k Note - November 2018 [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value																															43,000					43,000				153,000
Original issue discount																															7,877					7,877				$ 129,462
$153k Note - November 2018 [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Convertible secured promissory note face value							$ 153,000
Proceeds from issuance of convertible notes							$ 150,000
Convertible note																															$ 110,000					$ 110,000
Note convertible into common shares | shares																															740,002					740,002
Convertible note conversion features, description							The $153k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the ten (10) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due.
Convertible note interest rate term							The $153k Note has an interest rate of 10% and a default interest rate of 22% and matures on August 19, 2019.
Fee for net proceeds							$ 3,000

[1] Denotes that convertible note payable is carried at fair value

XML

Derivative Financial Instruments (Details)	6 Months Ended
	Jun. 30, 2019 USD ($)
Debt Instrument [Line Items]
Balance of fair value,	$ 800,440
Inception of Derivative Financial Instruments	804,059
Change in Fair Value of Derivative Financial Instruments	(415,514)
Conversion or Extinguishment Derivative Financial Instruments	(556,380)
Balance of fair value	632,605
$171.5k Note - October 2017 [Member]
Debt Instrument [Line Items]
Balance of fair value,	229,902
Inception of Derivative Financial Instruments
Change in Fair Value of Derivative Financial Instruments	(22,720)
Conversion or Extinguishment Derivative Financial Instruments	(207,182)
Balance of fair value
$103k Note I - October 2018 [Member]
Debt Instrument [Line Items]
Balance of fair value,	131,617
Inception of Derivative Financial Instruments
Change in Fair Value of Derivative Financial Instruments	(34,407)
Conversion or Extinguishment Derivative Financial Instruments	(97,210)
Balance of fair value
$103k Note II - November 2018 [Member]
Debt Instrument [Line Items]
Balance of fair value,	135,845
Inception of Derivative Financial Instruments
Change in Fair Value of Derivative Financial Instruments	(44,399)
Conversion or Extinguishment Derivative Financial Instruments	(91,446)
Balance of fair value
$153k Note - November 2018 [Member]
Debt Instrument [Line Items]
Balance of fair value,	157,426
Inception of Derivative Financial Instruments
Change in Fair Value of Derivative Financial Instruments	(77,701)
Conversion or Extinguishment Derivative Financial Instruments	60,631
Balance of fair value	19,094
$103k Note III - December 2018 [Member]
Debt Instrument [Line Items]
Balance of fair value,	145,650
Inception of Derivative Financial Instruments
Change in Fair Value of Derivative Financial Instruments	(45,739)
Conversion or Extinguishment Derivative Financial Instruments	(99,911)
Balance of fair value
$78k Note I - January 2019 [Member]
Debt Instrument [Line Items]
Balance of fair value,
Inception of Derivative Financial Instruments	78,086
Change in Fair Value of Derivative Financial Instruments	(36,004)
Conversion or Extinguishment Derivative Financial Instruments
Balance of fair value	42,082
$78k Note II - January 2019 [Member]
Debt Instrument [Line Items]
Balance of fair value,
Inception of Derivative Financial Instruments	101,142
Change in Fair Value of Derivative Financial Instruments	(36,224)
Conversion or Extinguishment Derivative Financial Instruments
Balance of fair value	64,918
$103k Note III - April 2019 [Member]
Debt Instrument [Line Items]
Balance of fair value,
Inception of Derivative Financial Instruments	126,313
Change in Fair Value of Derivative Financial Instruments	(28,750)
Conversion or Extinguishment Derivative Financial Instruments
Balance of fair value	97,563
$104.5k Note - April 2019 [Member]
Debt Instrument [Line Items]
Balance of fair value,
Inception of Derivative Financial Instruments	102,578
Change in Fair Value of Derivative Financial Instruments	(26,288)
Conversion or Extinguishment Derivative Financial Instruments
Balance of fair value	76,470
$104.5k Note II - April 2019 [Member]
Debt Instrument [Line Items]
Balance of fair value,
Inception of Derivative Financial Instruments	102,578
Change in Fair Value of Derivative Financial Instruments	(26,288)
Conversion or Extinguishment Derivative Financial Instruments
Balance of fair value	76,470
103k Note IV - May 2019 [Member]
Debt Instrument [Line Items]
Balance of fair value,
Inception of Derivative Financial Instruments	115,729
Change in Fair Value of Derivative Financial Instruments	(18,165)
Conversion or Extinguishment Derivative Financial Instruments
Balance of fair value	97,564
$154k Note - June 2019 [Member]
Debt Instrument [Line Items]
Balance of fair value,
Inception of Derivative Financial Instruments	177,273
Change in Fair Value of Derivative Financial Instruments	(18,829)
Conversion or Extinguishment Derivative Financial Instruments
Balance of fair value	$ 158,444

XML

Derivative Financial Instruments (Details Textual)	6 Months Ended
	Jun. 30, 2019 USD ($)
Derivative Financial Instruments (Textual)
Expected dividend yield	0.00
Description of converted shares	The $171.5k Note was converted in full into common shares by the holder and $110,000 principal of the $153k Note was converted into common shares by the holder.
Principal amount	$ 110,000
Maximum [Member]
Derivative Financial Instruments (Textual)
Risk-free interest rate	2.73%
Expected life	1 year
Volatility	293.37%
Minimum [Member]
Derivative Financial Instruments (Textual)
Risk-free interest rate	1.92%
Expected life	3 months 29 days
Volatility	141.63%

XML

Shareholders' Deficit (Details) - Warrant [Member] - $ / shares	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding at beginning of the period	46,161,463	20,526,387
Granted during the period	1,721,667	9,960,403
Exercised during the period	(4,099,256)
Terminated during the period
Outstanding at end of the period	43,783,874	30,486,790
Exercisable at end of the period	43,783,874	30,486,790
Weighted Average Exercise Price, Outstanding at beginning of the period	$ 0.18	$ 0.23
Weighted Average Exercise Price, Granted during the period	0.35	0.10
Weighted Average Exercise Price, Exercised during the period	0.00
Weighted Average Exercise Price, Terminated during the period
Weighted Average Exercise Price, Outstanding at end of the period	0.20	0.19
Weighted Average Exercise Price, Exercisable at end of the period	$ 0.20	$ 0.19
Weighted average remaining life	3 years 3 months 19 days	4 years

XML

Shareholders' Deficit (Details 1) - Warrant [Member] - $ / shares	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years)	3 years 3 months 19 days	4 years
0.0001 to 0.09 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants/Options Outstanding, Number Outstanding	16,157,768
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years)	3 years 2 months 12 days
Warrants/Options Outstanding, Weighted-Average Exercise Price	$ 0.07
Warrants/Options Exercisable, Number Exercisable	16,157,768
Warrants/Options Exercisable, Weighted Average Exercise Price	$ 0.07
0.10 to 0.24 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants/Options Outstanding, Number Outstanding	14,520,441
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years)	3 years 6 months
Warrants/Options Outstanding, Weighted-Average Exercise Price	$ 0.19
Warrants/Options Exercisable, Number Exercisable	14,520,441
Warrants/Options Exercisable, Weighted Average Exercise Price	$ 0.19
0.25 to 0.49 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants/Options Outstanding, Number Outstanding	9,165,665
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years)	3 years 2 months 12 days
Warrants/Options Outstanding, Weighted-Average Exercise Price	$ 0.29
Warrants/Options Exercisable, Number Exercisable	9,165,665
Warrants/Options Exercisable, Weighted Average Exercise Price	$ 0.29
0.50 to 1.00 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants/Options Outstanding, Number Outstanding	3,940,000
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years)	2 years 8 months 12 days
Warrants/Options Outstanding, Weighted-Average Exercise Price	$ 0.64
Warrants/Options Exercisable, Number Exercisable	3,940,000
Warrants/Options Exercisable, Weighted Average Exercise Price	$ 0.64
0.05 to 1.00 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants/Options Outstanding, Number Outstanding	43,783,874
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years)	3 years 3 months 19 days
Warrants/Options Outstanding, Weighted-Average Exercise Price	$ 0.21
Warrants/Options Exercisable, Number Exercisable	43,783,874
Warrants/Options Exercisable, Weighted Average Exercise Price	$ 0.21
Maximum [Member] | 0.0001 to 0.09 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants Outstanding, Exercise Prices	0.09
Maximum [Member] | 0.10 to 0.24 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants Outstanding, Exercise Prices	0.24
Maximum [Member] | 0.25 to 0.49 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants Outstanding, Exercise Prices	0.49
Maximum [Member] | 0.50 to 1.00 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants Outstanding, Exercise Prices	1.00
Maximum [Member] | 0.05 to 1.00 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants Outstanding, Exercise Prices	1.00
Minimum [Member] | 0.0001 to 0.09 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants Outstanding, Exercise Prices	0.0001
Minimum [Member] | 0.10 to 0.24 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants Outstanding, Exercise Prices	0.10
Minimum [Member] | 0.25 to 0.49 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants Outstanding, Exercise Prices	0.25
Minimum [Member] | 0.50 to 1.00 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants Outstanding, Exercise Prices	0.50
Minimum [Member] | 0.05 to 1.00 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants Outstanding, Exercise Prices	$ 0.05

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Shareholders' Deficit (Details 2) - EIP [Member] - $ / shares	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding at beginning of the period	1,738,750	1,498,750
Terminated during the period
Outstanding at end of the period	1,874,063	1,498,750
Shares vested at period-end	1,410,313	1,058,750
Weighted average grant date fair value of shares granted during the period	$ 0.26
Aggregate grant date fair value of shares granted during the period	12,805
Shares available for grant pursuant to EIP at period-end	9,592,868	11,496,934

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Shareholders' Deficit (Details 3) - EIP [Member] - $ / shares	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested at beginning of period	540,000	628,750
Granted
Vested	(76,250)	(188,750)
Forfeited
Nonvested at end of period	463,750	440,000
Weighted Average Grant Date Fair Value, Nonvested at beginning of period	$ 0.16	$ 0.05
Weighted Average Grant Date Fair Value, Granted
Weighted Average Grant Date Fair Value, Vested	0.04	0.04
Weighted Average Grant Date Fair Value, Forfeited
Weighted Average Grant Date Fair Value, Nonvested at end of period	$ 0.18	$ 0.05

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Shareholders' Deficit (Details 4) - Employee Stock Option [Member] - $ / shares	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding at beginning of the period	3,707,996	2,349,996
Granted during the period	1,078,750	158,000
Exercised during the period	(154,166)
Forfeited during the period	(595,830)
Outstanding at end of the period	4,036,750	2,507,996
Weighted Average Exercise Price, Outstanding at beginning of the period	$ 0.18	$ 0.12
Weighted Average Exercise Price, Granted during the period	0.26	0.11
Weighted Average Exercise Price, Exercised during the period	0.20
Weighted Average Exercise Price, Forfeited during the period	0.20
Weighted Average Exercise Price, Outstanding at end of the period	$ 0.20	$ 0.12
Options exercisable at period-end	1,273,500	836,000
Weighted average remaining life (in years)	8 years 4 months 24 days	7 years 10 months 25 days
Weighted average grant date fair value of options granted during the period	$ 0.20	$ 0.09
Options available for grant at period-end	9,592,868	11,496,934

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Shareholders' Deficit (Details 5) - Stock options [Member]	6 Months Ended
	Jun. 30, 2019 $ / shares shares
— to 0.10
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Outstanding, Exercise Prices	$ 0.10
Options Outstanding, Number Outstanding | shares	1,733,000
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years)	6 years 10 months 25 days
Options Outstanding, Weighted-Average Exercise Price	$ 0.08
Options Exercisable, Number Exercisable | shares	1,195,500
Options Exercisable, Weighted Average Exercise Price	$ 0.08
0.11 to 0.31 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Outstanding, Number Outstanding | shares	2,303,750
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years)	9 years 7 months 6 days
Options Outstanding, Weighted-Average Exercise Price	$ 0.29
Options Exercisable, Number Exercisable | shares	78,000
Options Exercisable, Weighted Average Exercise Price	$ 0.31
0.11 to 0.31 [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Outstanding, Exercise Prices	$ 0.31
0.08 to 0.31 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Outstanding, Number Outstanding | shares	4,036,750
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years)	8 years 4 months 24 days
Options Outstanding, Weighted-Average Exercise Price	$ 0.20
Options Exercisable, Number Exercisable | shares	1,273,500
Options Exercisable, Weighted Average Exercise Price	$ 0.10
0.08 to 0.31 [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Outstanding, Exercise Prices	0.31
0.08 to 0.31 [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Outstanding, Exercise Prices	$ 0.08

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Shareholders' Deficit (Details 6) - Employee Stock Option [Member] - $ / shares	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested at beginning of period	2,332,413	1,774,996
Granted	1,078,750	158,000
Vested	(52,083)	(261,000)
Forfeited	(595,830)
Nonvested at end of period	2,763,250	1,671,996
Weighted Average Grant Date Fair Value, Nonvested at beginning of period	$ 0.13	$ 0.03
Weighted Average Grant Date Fair Value, Granted	0.20	0.09
Weighted Average Grant Date Fair Value, Vested	0.03	0.02
Weighted Average Grant Date Fair Value, Forfeited	0.02
Weighted Average Grant Date Fair Value, Nonvested at end of period	$ 0.19	$ 0.03

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Shareholders' Deficit (Details Textual) - USD ($)		1 Months Ended	3 Months Ended			6 Months Ended
	Jan. 11, 2018	Feb. 28, 2018	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018	Jan. 01, 2016	Sep. 02, 2014
Shareholders' Deficit (Textual)
Aggregate grant date fair value of warrants issued						$ 54,257	$ 94,844
Fair value of warrant				$ 54,257	$ 115,125
General and administrative expense			$ 795,450		552,583	$ 1,552,806	1,127,411
Authorized shares of common stock			500,000,000			500,000,000		500,000,000
Preferred shares										20,000,000
Employee Stock Option [Member]
Shareholders' Deficit (Textual)
Recognized expenses			$ 33,581		3,223	$ 62,037	6,445
Unrecognized stock compensation			82,384			82,384
Stock based compensation recognized for grants						$ 58,594	$ 6,445
Minimum [Member]
Shareholders' Deficit (Textual)
Expected life (in years)						3 years	3 years
Expected volatility rate						141.76%	261.18%
Maximum [Member]
Shareholders' Deficit (Textual)
Expected life (in years)						5 years	5 years
Expected volatility rate						308.60%	301.64%
Warrant [Member]
Shareholders' Deficit (Textual)
Issued warrants						1,721,667	9,960,403
Risk-free interest rate, minimum						1.80%	2.32%
Risk-free interest rate, maximum						2.93%	2.83%
Expected dividend yield						$ 0	$ 0
Aggregate grant date fair value of warrants issued						$ 468,125	705,221
Common Stock Issuable [Member]
Shareholders' Deficit (Textual)
Fair value of warrant
Additional Paid-in Capital [Member]
Shareholders' Deficit (Textual)
Fair value of warrant				54,257	115,125
Common Stock [Member]
Shareholders' Deficit (Textual)
Fair value of warrant
Common Stock [Member]
Shareholders' Deficit (Textual)
Common shares, issued			312,726			312,726		114,080
Proceeds from sale of stock	$ 50,000	$ 200,000				$ 390,000
Sale of stock, shares	588,235	2,352,942				1,383,334
Sale of stock, per share	$ 0.085	$ 0.085
Recognized expenses						$ 44,793	27,354
Warrants to purchase shares of common stock	588,235	1,764,706
Warrant to purchase of common stock exercise price	$ 0.15	$ 0.15
Warrant terms	5 years	5 years
Common Stock [Member] | Employee Equity Incentives Plans [Member]
Shareholders' Deficit (Textual)
Common shares, issued									15,503,680
Common Stock [Member] | Warrant One [Member]
Shareholders' Deficit (Textual)
Warrants to purchase shares of common stock						125,000
Warrant to purchase of common stock exercise price			$ 0.30			$ 0.30
Warrant terms						5 years
Common Stock [Member] | Warrant Two [Member]
Shareholders' Deficit (Textual)
Warrants to purchase shares of common stock						566,667
Warrant to purchase of common stock exercise price			0.40			$ 0.40
Warrant terms						5 years
Common Stock [Member] | Warrant Three [Member]
Shareholders' Deficit (Textual)
Warrants to purchase shares of common stock						250,000
Warrant to purchase of common stock exercise price			$ 0.50			$ 0.50
Warrant terms						3 years
Common Stock [Member] | Investment Agreements [Member]
Shareholders' Deficit (Textual)
Proceeds from sale of stock						$ 2,696,597	$ 1,856,480
Sale of stock, shares						604,272	328,003
Warrant One [Member]
Shareholders' Deficit (Textual)
General and administrative expense						$ 25,611	$ 0

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Commitments and Contingencies (Details)	Jun. 30, 2019 USD ($)
2019 (July through December)	$ 183,265
2020	239,478
2021	75,019
2022	28,443
2023
Total lease payments	526,205
Less interest	(94,239)
Present value of lease liabilities	431,966
Operating Leases [Member]
2019 (July through December)	174,091
2020	234,891
2021	75,019
2022	28,443
2023
Total lease payments	512,444
Less interest	(93,618)
Present value of lease liabilities	418,826
Capital Lease Obligations [Member]
2019 (July through December)	9,174
2020	4,587
2021
2022
2023
Total lease payments	13,761
Less interest	(621)
Present value of lease liabilities	$ 13,140

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Segment Reporting (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Apr. 12, 2019	Dec. 31, 2018
Revenue
Patient service revenue, net	$ 1,208,390	$ 566,320	$ 1,673,380	$ 1,211,959
Cost of services	321,603		321,603
Gross profit	886,787	566,320	1,351,777	1,211,959
Operating Expenses
Salaries and benefits	767,818	618,143	1,297,043	1,178,999
General and administrative	795,450	552,583	1,552,806	1,127,411
Depreciation and amortization	21,710	6,029	23,365	12,058
Total Operating Expenses	1,584,978	1,176,755	2,873,214	2,318,468
Income (loss) from operations	(698,191)	(610,435)	(1,521,437)	(1,106,509)
Other Segment Information
Interest expense	60,345	51,006	106,667	91,353
Loss on extinguishment of debt	72,435	16,864	(67,363)	(308,359)
Financing cost	87,332	248,443	121,235	440,505
Amortization of original issue and debt discounts on convertible notes	299,613	244,563	478,997	399,398
Change in fair value of debt	30,409	25,452	60,106	83,398
Change in fair value of derivative financial instruments	(223,881)	(52,786)	(415,514)	(38,165)
Identifiable assets	2,757,703		2,757,703			$ 427,363
Goodwill	71,866		71,866		$ 71,866
Naples Womens Center [Member]
Revenue
Patient service revenue, net	1,208,390	566,320	1,673,380	1,211,959
Cost of services	321,603		321,603
Gross profit	886,787	566,320	1,351,777	1,211,959
Operating Expenses
Salaries and benefits	595,048	348,955	945,286	752,010
General and administrative	306,783	190,808	549,383	416,460
Depreciation and amortization	21,116	5,575	22,176	11,149
Total Operating Expenses	922,947	545,338	1,516,845	1,179,619
Income (loss) from operations	(36,160)	20,982	(165,068)	32,340
Other Segment Information
Interest expense	6,017	6,005	11,845	11,702
Loss on extinguishment of debt
Financing cost
Amortization of original issue and debt discounts on convertible notes
Change in fair value of debt
Change in fair value of derivative financial instruments
Identifiable assets	2,664,554		2,664,554			184,912
Goodwill	71,866		71,866
Healthlynked [Member]
Revenue
Patient service revenue, net
Cost of services
Gross profit
Operating Expenses
Salaries and benefits	172,770	269,188	351,757	426,989
General and administrative	488,667	361,775	1,003,423	710,951
Depreciation and amortization	594	454	1,189	909
Total Operating Expenses	662,031	631,417	1,356,369	1,138,849
Income (loss) from operations	(662,031)	(631,417)	(1,356,369)	(1,138,849)
Other Segment Information
Interest expense	54,328	45,001	94,822	79,651
Loss on extinguishment of debt	(72,435)	(16,864)	67,363	308,359
Financing cost	87,332	248,443	121,235	440,505
Amortization of original issue and debt discounts on convertible notes	299,613	244,563	478,997	399,398
Change in fair value of debt	30,409	25,452	60,106	83,398
Change in fair value of derivative financial instruments	(223,881)	$ (52,786)	(415,514)	$ 38,165
Identifiable assets	93,149		93,149			242,451
Goodwill

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Segment Reporting (Details Textual)	3 Months Ended		6 Months Ended
	Jun. 30, 2019 USD ($)	Jun. 30, 2018 USD ($)	Jun. 30, 2019 USD ($) Segments	Jun. 30, 2018 USD ($)
Segment Reporting (Textual)
Number of reportable segments | Segments			2
Healthlynked [Member]
Segment Reporting (Textual)
Subscription revenue billed and paid | $	$ 3,717	$ 0	$ 3,911	$ 6,888

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Fair Value of Financial Instruments (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Total	$ 1,675,247		$ 1,675,247
Fair value on a recurring basis	193,472	$ 27,334	355,408	$ (45,233)	$ 1,784,726
Notes payable to related party [Member]
Fair value on a recurring basis			216,086		203,971
Convertible Notes Payable [Member]
Fair value on a recurring basis			826,556		780,315
Derivative Financial Instruments, Liabilities [Member]
Fair value on a recurring basis			632,605		800,440
Fair Value, Inputs, Level 3 [Member]
Total	1,675,247		1,675,247		1,784,726
Fair Value, Inputs, Level 3 [Member] | Notes payable to related party [Member]
Total	216,086		216,086		203,971
Fair value on a recurring basis	(6,256)	(4,531)	(12,084)	(7,980)
Fair Value, Inputs, Level 3 [Member] | Convertible Notes Payable [Member]
Total	826,556		826,556		780,315
Fair value on a recurring basis	(24,153)	(20,921)	(48,022)	(75,418)
Fair Value, Inputs, Level 3 [Member] | Derivative Financial Instruments, Liabilities [Member]
Total	632,605		632,605		$ 800,440
Fair value on a recurring basis	223,881	52,786	415,514	38,165
Fair Value, Inputs, Level 2 [Member]
Total
Fair Value, Inputs, Level 2 [Member] | Notes payable to related party [Member]
Total
Fair Value, Inputs, Level 2 [Member] | Convertible Notes Payable [Member]
Total
Fair Value, Inputs, Level 2 [Member] | Derivative Financial Instruments, Liabilities [Member]
Total
Fair Value, Inputs, Level 1 [Member]
Total
Fair Value, Inputs, Level 1 [Member] | Notes payable to related party [Member]
Total
Fair Value, Inputs, Level 1 [Member] | Convertible Notes Payable [Member]
Total
Fair Value, Inputs, Level 1 [Member] | Derivative Financial Instruments, Liabilities [Member]
Total

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Subsequent Events (Details) - USD ($)		1 Months Ended
	Jul. 11, 2019	Jul. 18, 2019	Jun. 30, 2019	Dec. 31, 2018
Subsequent Events (Textual)
Interest rate				50.00%
Face value			$ 1,952,056	$ 1,428,787
Securities Purchase Agreement [Member]
Subsequent Events (Textual)
Shares issued common stock	32,500
Fee for net proceeds	$ 9,000
Net proceeds	$ 130,000
Interest rate	10.00%
Default interest rate	150.00%
Conversion price per share, percentage	25.00%
Face value	$ 135,850
Subsequent Event [Member] | Securities Purchase Agreement [Member]
Subsequent Events (Textual)
Fee for net proceeds		$ 20,000
Net proceeds		$ 210,000
Interest rate		10.00%
Default interest rate		24.00%
Beneficial ownership, percentage		35.00%
Conversion price per share, percentage		4.99%
Outstanding principal and any interest in default, percentage		25.00%
Face value		$ 230,000