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: September 30, 2019

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

For the transition period from __________ to __________

Commission File No. 000-55715

EMR TECHNOLOGY SOLUTIONS INC.

(Exact name of registrant as specified in its charter)

Nevada

47-5482792

(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)

90 Washington Valley Road

Bedminster, NJ 07921

(Address of principal executive offices)

(908) 997-0617

(Registrant’s telephone number, including area code)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common		N/A		N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, 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 (Sec.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, a 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. (Check one):

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 ☒

As of November 13, 2019, there were 10,151,854 shares outstanding of the registrant’s common stock.

TABLE OF CONTENTS

		Page
	PART I – FINANCIAL INFORMATION	1

Item 1.	Financial Statements.	1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	12

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	15

Item 4.	Controls and Procedures.	15

	PART II – OTHER INFORMATION	16

Item 1.	Legal Proceedings.	16

Item 1A.	Risk Factors.	16

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	16

Item 3.	Defaults Upon Senior Securities.	16

Item 4.	Mine Safety Disclosures.	16

Item 5.	Other Information.	16

Item 6.	Exhibits.	16

Signatures		17

FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are forward-looking statements. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. Among the factors that could cause actual results to differ materially from the forward-looking statements are the following: the Company’s ability to obtain necessary capital, the Company’s ability to meet anticipated development timelines, the Company’s ability to protect its proprietary technology and knowhow, the Company’s ability to establish a global market, the Company’s ability to successfully consummate future acquisitions and such other risk factors identified from time to time in the Company’s reports filed with the Securities and Exchange Commission, including those filed with this Form 10-Q quarterly report. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

EMR TECHNOLOGY SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2019 AND DECEMBER 31, 2018

	September 30, 2019			December 31, 2018
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	6,906		$	9,120
Accounts receivable, net		13,663			78,648
Prepaid Expenses		3,240			4,440
Total Current Assets		23,809			92,208

Other Assets:
Security Deposit		1,450			1,450
Software, net		72,500			318,572
Customer lists, net		123,095			302,990
Covenant not to compete, net		3,622			15,505
Total other assets		200,667			638,517

TOTAL ASSETS	$	224,476		$	730,725

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	393,046		$	454,692
Accrued expenses		507,883			251,102
Deferred revenue		37,462			75,151
Factor advance, net		41,250			49,757
Promissory notes – current portion		645,550			500,000
Promissory notes – related party - current portion		533,037			399,778
Total Current Liabilities		2,158,229			1,730,480

Promissory note – related party – non-current		--			133,260
Promissory notes – non-current		--			50,000
TOTAL LIABILITIES		2,158,229			1,913,740

Commitments and Contingencies (See Note 4)		--			--

Stockholders’ Deficit:
Common Stock, 70,000,000 shares authorized, $.001 par value, 10,151,854 and 10,064,754 shares issued and outstanding in 2019 and 2018, respectively		10,152			10,065
Additional paid in capital		4,081,372			4,034,572
Accumulated deficit		(6,025,277	)		(5,227,652	)
Total stockholders’ deficit		(1,933,753	)		(1,183,015	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	224,476		$	730,725

The Notes to the Condensed Consolidated Unaudited Financial Statements are an integral part of these statements.

EMR TECHNOLOGY SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2019 AND SEPTEMBER 30, 2018

(UNAUDITED)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Revenues:
Service revenues	$	7,637		$	34,080		$	120,184		$	180,847
Contract revenues		104,313			132,071			330,754			368,851
Total revenues		111,950			166,151			450,938			549,698

Costs and expenses:
Cost of revenues		20,519			34,457			66,234			80,948
Selling, general, and administrative expense		209,105			166,945			640,611			661,435
Amortization expense		145,950			221,163			437,850			663,487
Total operating expenses		375,574			422,655			1,144,695			1,405,870

Loss from operations		(263,624	)		(256,504	)		(693,757	)		(856,172	)

Other Income (Expense)
Interest expense (net)		(32,886	)		(30,593	)		(102,393	)		(97,517	)
Total other income (expense)		(32,886	)		(30,593	)		(102,393	)		(100,073	)

Loss before income taxes		(296,510	)		(287,097	)		(796,150	)		(956,245	)

Provision for income taxes		(1,475	)		(1,791	)		(1,475	)		(2,556	)

Net Loss	$	(297,985	)	$	(287,097	)	$	(797,625	)	$	(956,245	)

Basic and diluted net loss per common share	$	(0.03	)	$	(0.03	)	$	(0.08	)	$	(0.10	)

Weighted Average Number of Common Shares		10,151,854			10,063,321			10,103,203			10,061,540

The Notes to the Condensed Consolidated Unaudited Financial Statements are an integral part of these statements.

EMR TECHNOLOGY SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED

SEPTEMBER 30, 2019 AND SEPTEMBER 30, 2018

(UNAUDITED)

										Total
					Additional					Stockholders’
	Common Stock				Paid in		Accumulated			Equity
	Shares		Par Value		Capital		Deficit			(Deficit)
Balance at June 30, 2018 (unaudited)		10,064,754	$	10,065	$	4,034,572	$	(4,240,650	)	$	(196,013	)

Net Loss								(287,097	)		(366,907	)

Balance at September 30, 2018 (unaudited)		10,064,754	$	10,065	$	4,034,572	$	(4,527,747	)	$	(483,110	)

Balance at June 30, 2019 (unaudited)		10,151,854	$	10,152	$	4,081,372	$	(5,727,292	)	$	(1,635,768	)

Net Loss		--		--		--		(297,985	)		(297,986	)

Balance at September 30, 2019 (unaudited)		10,151,854	$	10,152	$	4,081,372	$	(6,025,277	)	$	(1,933,753	)

FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 2019 AND SEPTEMBER 30, 2018

(UNAUDITED)

												Total
						Additional						Stockholders’
	Common Stock					Paid in			Accumulated			Equity
	Shares			Par Value		Capital			Deficit			(Deficit)
Balance at December 31, 2017		10,049,754		$	10,050	$	3,977,977		$	(3,571,502	)	$	416,525

Stock Option Expense							48,510						48,510

Issuance of Common Stock for Employee services		15,000			15		8,085						8,100

Net Loss										(669,148	)		(669,148	)

Balance at September 30, 2018 (unaudited)		10,064,754		$	10,065	$	4,034,572		$	(4,240,650	)	$	(196,013	)

Balance at December 31, 2018		10,064,754		$	10,065	$	4,034,572		$	(5,227,652	)	$	(1,183,015	)

Cancellation of Common Stock		(400	)		--		(410	)		--			(410	)

Issuance of Common Stock for Director Fees		50,000			50		26,977			--			27,027

Issuance of Common Stock for Employee services		37,500			37		20,233			--			20,270

Net Loss		--			--		--			(797,625	)		(797,625	)

Balance at September 30, 2019 (unaudited)		10,151,854		$	10,152	$	4,081,372		$	(6,025,277	)	$	(1,933,753	)

The Notes to the Condensed Consolidated Unaudited Financial Statements are an integral part of these statements.

EMR TECHNOLOGY SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018

(UNAUDITED)

	For the Nine Months ended September 30, 2019			For the Nine Months ended September 30, 2018

Cash Flows From Operating Activities:
Net Loss	$	(797,625	)	$	(956,245	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Stock issued for services		47,297			8,100
Amortization		437,850			663,487
Stock option expense		--			48,510
Provision for (recovery of) bad debt		(1,114	)		(11,425	)
Amortization of debt discount		31,855			26,262
Changes in operating assets and liabilities:
Accounts receivable		66,099			18,646
Other assets		--			(1,300	)
Accounts payable and accrued expenses		290,685			153,957
Prepaid expenses		1,200			--
Deferred revenue		(37,689	)		(4,496	)
Net Cash Provided by (Used in) Operating Activities		38,558			(54,504	)

Cash Flows From Financing Activities:
Proceeds from factoring advance		95,000			151,500
Repayment of factoring advance		(135,362	)		(105,664	)
Payment for cancellation of shares		(410	)		--
Net Cash Provided by (Used in) Financing Activities		(40,772	)		45,836

Net Change in Cash and cash equivalents		(2,214	)		(8,668	)
Cash and cash equivalents at Beginning of the Period		9,120			8,969
Cash and cash equivalents at End of the Period	$	6,906		$	301

Supplemental cash flow information:
Cash paid for interest	$	36,750		$	40,750
Cash paid for taxes	$	1,475		$	--

Non-Cash Investing & Financing Activities:
Accrued interest converted into promissory note	$	--		$	25,000
Conversion of accounts payable into a promissory note	$	95,550		$	--

The Notes to the Condensed Consolidated Unaudited Financial Statements are an integral part of these statements.

EMR TECHNOLOGY SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2019

(UNAUDITED)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A)

Basis of Presentation

The accompanying condensed consolidated unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

It is management’s opinion that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statements’ presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.

The Company is a Nevada corporation formed on November 3, 2015. It was formed as a holding company whose principal activities consists of acquiring healthcare technology companies. Its fiscal year end is December 31. To date, the Company has financed and acquired four electronic medical records companies.

(B)

Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required 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 financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include the allocation of purchase price to fair value of assets acquired, valuation of deferred taxes, allowance for bad debt, useful lives of intangible assets, and stock-based compensation.

(C)

Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At September 30, 2019 and December 31, 2018, the Company had no cash equivalents.

(D)

Accounts Receivable

Accounts receivable are carried at original invoice amount less an estimate made for doubtful accounts. Specific reserves are estimated by management based on certain assumptions and variables, including the customer’s financial condition, age of the customer’s receivables, and changes in payment histories. Accounts receivable are written off when management determines the likelihood of collection is remote. Interest is not charged on accounts receivable that are past due. The Company recorded an allowance for doubtful accounts of $0 and $6,000 as of September 30, 2019 and December 31, 2018, respectively.

(E)

Principles of Consolidation

The 2019 and 2018 consolidated financial statements include the operations of EMR Technology Solutions, Inc. (“EMR”), its wholly owned subsidiaries First Medical Solutions, Inc. (“FMS”), EMRgence, LLC (“EMRG”), Empower Technologies, Inc. (“ETI”), and Digital Medical Solutions, Inc. (“DMSI”). All significant intercompany accounts and transactions have been eliminated in consolidation.

(F)

Income Taxes

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The tax returns for the years ended December 31, 2018, 2017, and 2016 are subject to examination by the Internal Revenue Service.

(G)

Furniture and Computer Equipment

Office Furniture and Computer Equipment are capitalized at cost, net of accumulated depreciation. Depreciation is calculated by using the straight-line method over the estimated useful lives of the assets, which is five to seven years for all categories. Repairs and maintenance are charged to expense as incurred. Expenditures for betterments and renewals are capitalized. The cost of computer equipment and the related accumulated depreciation are removed from the accounts upon retirement or disposal with any resulting gain or loss being recorded in operations.

Asset Category		Period
Furniture and fixtures		7 Years
Computer equipment		3 Years

(H)

Amortization and Impairment of Long-Lived Assets

Amortization and Impairment of long-lived assets are non-cash expenses relating primarily to intangible assets. The Company accounts for long-lived assets in accordance with the provisions of FASB ASC 360-10, “Accounting for the Impairment or Disposal of Long-Lived Assets”. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Software costs are amortized over three (3) years. Non-compete costs are amortized over three (3) years and Customer Lists are amortized over three (3) years. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. As of September 30, 2019, and December 31, 2018, we have recorded impairments of $0 and $345,000, respectively. For the three months ended September 30, 2019 and 2018, amortization expense was $145,950 and $221,163, respectively. For the nine months ended September 30, 2019 and 2018, amortization expense was $437,850 and $663,487, respectively.

(I)

Fair Value Measurements and Fair Value of Financial Instruments

The Company adopted FASB ASC Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The Company did not identify any assets or liabilities that are required to be presented on the balance sheets at fair value in accordance with ASC Topic 820 (F).

(J)

Advertising

Advertising costs are expensed as incurred. For the three months ended September 30, 2019 and 2018, the Company incurred $0 and $0, respectively. For the nine months ended September 30, 2019 and 2018, the Company incurred $0 and $500, respectively.

(K)

Business Segments

The Company operates in one segment and therefore segment information is not presented.

(L)

Revenue Recognition

The Company accounts for revenue in accordance with Topic 606, which the Company adopted on January 1, 2018, using the modified retrospective method. The adoption of Topic 606 did not have a material impact on the timing or amounts of revenue recognized in our unaudited condensed consolidated financial statements and therefore did not have a material impact on our financial position, results of operations, equity or cash flows as of the adoption date or for the nine months ended September 30, 2018. The Company did not recognize any cumulative-effect adjustment to retained earnings upon adoption as the impact was immaterial. Also, the comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.

Revenues are recognized when the Company satisfies a performance obligation by transferring control of the promised goods or services to our customers at a point in time, in an amount specified in the contract with our customer and that reflects the consideration The Company expect to be entitled to in exchange for those goods or services. The Company also assesses our customer’s ability and intention to pay, which is based on a variety of factors including our customer’s historical payment experience and financial condition.

The Company derives revenue from the sale of software licenses when the products are installed and all required post implementation services are completed. The Company recognizes revenue from consulting services as the services are performed. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer under Topic 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of our contracts with customers contain a single performance obligation to provide agreed-upon products or services. For contracts with multiple performance obligations, we allocate revenue to each performance obligation based on its relative standalone selling price. In accordance with Topic 606, we do not assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer. The timing of our performance often differs from the timing of invoicing, which results in the recording of deferred revenue. Deferred revenue will be recognized when performance obligation is satisfied.

(M)

Stock-Based Compensation

The Company accounts for stock-based instruments issued to employees for services in accordance with ASC Topic 718. ASC Topic 718 requires the Company to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The value of the portion of an employee award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method.

In September 2018, the FASB issued ASU 2018-07 “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” This ASU relates to the accounting for non-employee share-based payments. The amendment in this Update expands the scope of Topic 718 to include all share-based payment transactions in which a grantor acquired goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The ASU excludes share-based payment awards that relate to (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts from Customers. The share-based payments are to be measured at grant-date fair value of the equity instruments that the entity is obligated to issue when the good or service has been delivered or rendered and all other conditions necessary to earn the right to benefit from the equity instruments have been satisfied. This standard will be effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption of Topic 606. The adoption of this ASU has no material impact on our results of operations, cash flows or financial condition.

(N)

Cost of Revenue

Cost of revenue consists primarily of sub-contractor costs related to personnel who provide services to our customers, co-location costs, and other direct costs related to our services. Costs associated with the implementation of new customers are expensed as incurred.

(O)

Basic and Diluted Net Loss Per Common Share

In accordance with ASC 260-10, “Earnings Per Share”, basic net loss per common share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period. Diluted loss per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. As of September 30, 2019 and September 30, 2018, the Company has 1,065,907 and 829,167 shares of common stock issuable upon the conversion of notes payable and 90,000 and 90,000 shares of common stock issuable upon the exercise of options, respectively, that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive.

(P)

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02 “Leases,” which will amend current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company adopted the new standard as of January 1, 2019 using a modified retrospective approach and did not restate comparative periods. The Company elected the package of practical expedients permitted under the transition guidance, which allowed the Company to carryforward the assessment of whether its contracts contain or are leases, classification of its leases and remaining lease terms. The Company also elected to combine its lease and non-lease components and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the condensed statements of operation on a straight-line basis over the lease term. Based on the Company’s leases as of December 31, 2018, the adoption of ASU 2016-02 on January 1, 2019 resulted in no material impact to our condensed consolidated financial statements. Accounting standards-setting organizations frequently issue new or revised accounting rules. We regularly review all new pronouncements to determine their impact, if any, on our financial statements.

(Q)

Reclassifications

Certain 2018 amounts have been reclassified for comparative purposes to conform to the 2019 presentation. These reclassifications had no impact on previously reported net loss.

NOTE 2 – GOING CONCERN

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company sustained a net loss for the nine months ended September 30, 2019. The Company also has a working capital deficit and an accumulated deficit at September 30, 2019. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital to sustain its current level of operations.

Management plans to continue raising additional capital through private placements and is exploring additional avenues for future fund-raising through both public and private sources.

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

NOTE 3 – PROMISSORY NOTES AND FACTOR ADVANCES

The $700,000 FMS Note to a related party has an interest rate of ten percent (10%) per annum for a period of two (2) years and fully amortizes during the third (3rd) year. The note is secured by an escrowed copy of the software source code. The note can be converted at any time, at the option of the holder, into shares of the Company’s stock at a conversion price of $1.00 per share. On October 31, 2016, the holder of the FMS Note converted $200,000 of the note for 200,000 shares of common stock. The Company has recorded loss on conversion of debt of $72,000. On November 15, 2017, the Board of Directors approved an amendment to the FMS Note changing the conversion provision from $3.00 per share to $1.00 per share. On December 31, 2017, the holder of the FMS Note converted $25,000 of interest due for 25,000 shares of common stock. On September 30, 2018 and March 31, 2018, the holder of the FMS Note converted $12,500 of interest due for each period to additional principal on the FMS Note accruing at six percent (6.0%) annual interest. On December 31, 2018, the FMS Note was amended to change the beginning repayment period from June 30, 2019 to September 30, 2019 for 3 quarterly installments thereafter. As of September 30, 2019 we are in default under the note payable agreement, but have not been notified of the default by the note holders.

The Company issued a three (3) year convertible promissory note (the “EMRG Note”) for two hundred thousand dollars ($200,000). The EMRG Note has an interest rate of eight percent (8%) per annum for a period of one (1) years and fully amortizes during the next two (2) years. The note is secured with a pledge of forty percent (40%) of the membership interests acquired. The note can be converted at any time, at the option of the holder, into shares of the Company’s stock at a conversion price of $3 per share. On December 29, 2017, the EMRG Note was amended to change the beginning amortization period from December 31, 2017 to March 31, 2018 for $50,000 and 7 equal quarterly installments of $25,000 each thereafter and the interest rate was increased from 6% to 8% annually. On March 31, 2018, the EMRG Note was amended to change the beginning amortization period from March 31, 2018 to October 1, 2018 for $100,000 and 4 equal quarterly installments of $25,000 each thereafter. On March 31, 2018, the EMRG Note was amended to change the beginning amortization period from March 31, 2018 to January 1, 2019 for $125,000 and 3 equal quarterly installments of $25,000 each thereafter. On September 30, 2018, the EMRG Note was amended to change the beginning repayment period from March 31, 2018 to January 1, 2019 for $125,000 and 3 equal quarterly installments of $25,000 each thereafter. Effective January 1, 2019, the EMRG Note was amended to change the beginning repayment period from January 1, 2019 to September 30, 2019 for $125,000 and 2 equal quarterly installments of $37,500 each thereafter. As of September 30, 2019, we are in default under the note payable agreement, but have not been notified of the default by the note holders.

The Company issued a three (3) year unsecured convertible promissory note (the “ETI Note”) for one hundred fifty thousand dollars ($150,000). The ETI Note has an interest rate of six percent (6%) per annum for a period of two (2) years and fully amortizes during the third (3rd) year. The note can be converted at any time, at the option of the holder, into shares of the Company’s stock at a conversion price of $3 per share. Effective March 31, 2019, the ETI Note was amended to change the beginning repayment period from March 31, 2019 to September 30, 2019 for $37,500 and 3 equal quarterly installments of $37,500 each thereafter. On March 31, 2019, the Board of Directors approved an amendment to the ETI Note changing the conversion provision from $3.00 per share to $1.00 per share. On September 30, 2019, the ETI Note was amended to change the beginning repayment period from September 30, 2019 to September 30, 2019 for $75,000 and 2 quarterly installments of $37,500 thereafter. As of September 30, 2019, we are in default under the note payable agreement, but have not been notified of the default by the note holders.

The Company issued a three (3) year unsecured convertible promissory note (the “DMSI Note”) for two hundred fifty thousand dollars ($250,000). The DMSI Note has an interest rate of six percent (6%) per annum for a period of one (1) year and fully amortizes during the next two (2) years. The note can be converted at any time, at the option of the holder, into shares of the Company’s stock at a conversion price of $1.00 per share. On December 20, 2017, the Agreement was amended to remove the purchase price adjustment for EBITDA. On December 20, 2017, the Note was amended to change the interest only period from one year to two years, changing the beginning of principal payments from December 31, 2017 to December 31, 2018 and to increase the annual interest rate from 6% to 8% commencing January 1, 2018. On December 22, 2017, the Board of Directors approved an amendment to the Note changing the conversion provision from $3.00 per share to $1.00 per share. On December 29, 2017, the Board of Directors approved the request by the holder of the DMSI Note to convert $50,000 principal of the DMSI Note into 50,000 shares of the Company’s common stock. On December 31, 2018, the DMSI Note was amended to change the beginning repayment period from December 31, 2018 to September 30, 2019 for $50,000 and 3 quarterly installments of $50,000 thereafter. On April 30, 2019, $95,550 of accounts payable was added the DMSI Note. As of September 30, 2019, we are in default under the note payable agreement, but have not been notified of the default by the note holders.

On January 18, 2018, the Company entered into a Revenue Based Factoring Agreement with a third party. Under the agreement, the Company sold $74,919 (the “Purchase Price”) in future accounts and contract rights for $56,500. The advance was received by the Company on January 31, 2018. The difference between the amount sold and the purchase price of $18,419 was recorded as a debt discount. In exchange for the purchased amount, the Company authorized the third party to ACH debit $305 daily from the Company’s bank account until the purchased amount is fully received.

On September 26, 2018, the Company entered into a Revenue Based Factoring Agreement with a third party. Under the agreement, the Company has sold $125,875 (the “Purchase Price”) in future accounts and contract rights for $95,000. The advance was received by the Company on September 28, 2018. A portion of the proceeds was used to satisfy the balance due on the January 18, 2018 Factoring Agreement. The difference between the amount sold and the purchase price of $30,875 has been recorded as a debt discount. In exchange for the purchased amount, the Company authorized the third party to ACH debit $473 daily from the Company’s bank account until the purchased amount is fully received. As of March 15, 2019, the balance due was fully repaid using the proceeds received from the September 26, 2018 Factoring Agreement described below. The Company fully amortized $15,437 of debt discount during the nine months ended September 30, 2019.

On March 15, 2019, the Company entered into a Revenue Based Factoring Agreement with a third party. Under the agreement, the Company has sold $124,450 (the “Purchase Price”) in future accounts and contract rights for $95,000. The advance was received by the Company on March 15, 2019. A portion of the proceeds was used to satisfy the balance due on the September 26, 2018 Factoring Agreement described above. The difference between the amount sold and the purchase price of $29,450 has been recorded as a debt discount. In exchange for the purchased amount, the Company authorized the third party to ACH debit $506 daily from the Company’s bank account until the purchased amount is fully received. As of September 30, 2019, the balance due was $41,250, net of debt discount of $13,032. The Company amortized $16,418 of debt discount during the nine months ended September 30, 2019.

NOTE 4 – COMMITMENTS AND CONTINGENCIES

On January 15, 2017, the Company entered into a two-year lease for office space, effective January 15, 2017 for a monthly rent of $1,143 per month. The lease expired January 31, 2019. On January 15, 2019, the Company entered into a one-year lease. The monthly rent is $1,188. Rent expense for the three months ended September 30, 2019 and 2018 was $3,578 and $3,428, respectively. Rent expense for the nine months ended September 30, 2019 and 2018 was $10,784 and $10,340, respectively.

NOTE 5 – STOCKHOLDERS’ EQUITY

(A) - Stock issued for cash

Effective February 15, 2019, by mutual agreement, the Company and two shareholders representing 400 shares of common stock of the Company issued in October 2017, cancelled said shares and refunded $410 to the shareholders.

On June 1, 2019, two (2) members of the Board of Directors of the Company were each issued 25,000 of the Company’s common stock with a fair value of $27,027 as compensation for services in such capacity.

On June 1, 2019, two (2) non-executive employees of the Company were each issued 10,000 of the Company’s common stock with a fair value of $10,811 as a bonus for performance.

On June 1, 2019, two (2) non-executive employees of the Company were each issued 5,000 of the Company’s common stock with a fair value of $5,405 as a bonus for performance.

On June 1, 2019, one (1) non-executive employee of the Company was each issued 7,500 of the Company’s common stock with a fair value of $4,054 as a bonus for performance.

(B) - Equity Incentive Plan

On January 30, 2016, the Board of Directors, with the approval of a majority of the shareholders of the Company, adopted the 2016 Equity Incentive Plan (the “Plan”) which will be administered by a committee appointed by the Board.

The Company, under its 2016 Plan, issues options to various officers, directors and consultants. The options vest in equal annual installments over a five-year period. All of the options are exercisable at a purchase price based on the last price of the Company’s common stock on the date of grant and have a term of 10 years.

The following sets forth the options granted and outstanding as of September 30, 2019:

	Number of Options		Weighted Average Exercise price		Granted Options Exercisable		Weighted Average Remaining Contractual Term		Intrinsic value
Options outstanding at December 31, 2018		90,000	$	0.001		90,000		4	$	0
Granted		--		--		--				--
Exercised		--		--		--				--
Forfeited/Expired		--		--		--				--

Options outstanding at September 30, 2019		90,000	$	0.001		90,000		3.25	$	0

NOTE 6 - RELATED PARTY TRANSACTIONS

On September 30, 2018, September 30, 2018, and December 31, 2018, the holder of the FMS Note, a related party, converted $33,038 of interest due for each period to additional principal on the FMS Note accruing at six percent (6.0%) annual interest. On December 31, 2018, the FMS Note was amended to change the beginning repayment period from December 31, 2018 to September 30, 2019 for $125,000 and 3 quarterly installments of $125,000 thereafter. On September 30, 2019, the FMS Note was amended to change the beginning repayment period from September 30, 2019 to September 30, 2019 and 2 quarterly installments thereafter. The payment due on September 30, 2019 was not paid and the noteholder has not notified the Company of any event of default.

NOTE 7 – SUBSEQUENT EVENTS

On October 31, 2019, the Company entered into a Revenue Based Factoring Agreement with a third party. Under the agreement, the Company has sold $124,450 (the “Purchase Price”) in future accounts and contract rights for $95,000. The advance was received by the Company on November 1, 2019. A portion of the proceeds was used to satisfy the balance due on the March 15, 2018 Factoring Agreement described above. The difference between the amount sold and the purchase price of $29,450 has been recorded as a debt discount. In exchange for the purchased amount, the Company authorized the third party to ACH debit $506 daily from the Company’s bank account until the purchased amount is fully received.

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

This quarterly report on Form 10-Q and other reports filed by EMR Technology Solutions Inc. (the “Company”) from time to time with the SEC (collectively, the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the Filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to the Company’s business, industry, and the Company’s operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto appearing elsewhere in this report.

Overview

We intend for this discussion to provide information that will assist in understanding our financial statements, the changes in certain key items in those unaudited condensed consolidated financial statements, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our unaudited condensed consolidated financial statements.

Business Overview

The Company is a Nevada corporation incorporated on November 3, 2015 as a holding corporation focusing on the acquisition of healthcare related technology companies. The Company’s fiscal year end is December 31. To date, the Company has financed and acquired four electronic medical records companies.

Growth Strategy

Our growth strategy involves three primary approaches: acquiring electronic medical record companies and then migrating the customers of those companies to our solutions, selling our solutions directly to healthcare providers practicing in ambulatory settings, and acquiring providers of other healthcare technology services such as revenue cycle management companies. We intend to distribute our solutions through our websites, endorsements from medical groups and associations, and referrals from existing clients.

Results of Operations

Revenues

For the three and nine months ended September 30, 2019, revenues were $111,950 and $450,938 compared to $166,151 and $549,698 for the same period in 2018. The decrease in revenues for the three months ended September 30, 2019 was primarily attributable to a $26,400 decrease in one-time revenues and a decrease of $27,800 in recurring revenues. The decrease in revenues for the nine months ended September 30, 2019 was primarily attributable to a $60,700 decrease in one-time revenues due to fewer physician clients required to report certain patient care results to the Centers for Medicare & Medicaid Services, and a decrease of $38,100 in recurring revenues.

Cost of Revenues

Cost of revenues were $20,519 and $66,234 for the three and nine months ended September 30, 2019 compared to $34,547 and $80,948 for the same period in 2018. The decrease in cost of revenues for the three months ended September 30, 2019, was primarily attributable to decreased revenues described above. The decrease in cost of revenues for the nine months ended September 30, 2019, was primarily attributable to reduced revenues described above and reduced co-location facilities expense.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $209,105 and $640,611 for the three and nine months ended September 30, 2019 compared to $166,945 and $661,435 for the same period in 2018. The increase in selling, general and administrative expenses for the three months ended September 30, 2019, was primarily attributable to a lower recovery of bad debt of $9,000, an increase in software development costs of $3,400, legal fees of $2,000, and penalties of $28,200. The decrease in selling, general and administrative expenses for the nine months was primarily attributable to a decrease in accounting fees of $24,900, cost of financing of $18,200, and legal fees of $32,300, stock option expense of $48,500 and offset by increases in director fees of $27,000, employee bonuses of $16,200, software development costs of $10,800, payroll expenses of $5,900, and payroll tax penalties of $30,500.

Amortization Expense

Amortization expense was $145,950 and $437,850 for the three and nine months ended September 30, 2019 compared to $221,163 and $663,487 for the same period in 2018. These decreases were primarily attributable to a reduced basis for amortization due to an impairment charge of $345,000 in 2018.

Other Expense

Other Expense was $32,886 and $102,393 for the three and nine months ended September 30, 2019 compared to $30,593 and $97,517 for the same period in 2018. The increase in other expense for the three months ended September 30, 2019, was primarily attributable to an increase in interest expense from factoring agreements. The increase in other expense for the nine months ended September 30, 2019, was primarily attributable to an increase in interest expense from factoring agreements entered into in January and September of 2018, and March 2019.

Net Loss

Net Loss for the three and nine months ended September 30, 2019 was $297,985 and $797,625 compared to $287,097 and $956,245 for the same period in 2018. These differences were primarily due to the factors described above.

Liquidity and Capital Resources

The following table summarizes total current assets, liabilities and working capital at September 30, 2019 compared to December 31, 2018.

	September 30, 2019			December 31, 2018
Current Assets	$	23,809		$	92,208
Current Liabilities	$	2,158,229		$	1,730,480
Working Capital (Deficit)	$	(2,134,420	)	$	(1,638,272	)

As of September 30, 2019, we had a working capital deficit of ($2,134,420) as compared to working capital deficit of ($1,638,272) at December 31, 2018, an increase in working capital deficit of $496,148.

Net cash provided by operations of $38,558 increased by $93,002 for the nine months ended September 30, 2019 over the same period in 2018 primarily due to decreases in net losses in 2019 over 2018 of $158,619, amortization expense of $225,600, stock option expense of $48,500, and offset by amortization of debt discount of $5,800, an increase in stock issued for services of $39,197, and a net change in operating assets and liabilities of $312,800.

Net cash used in financing activities of ($40,772) for the nine months ended September 30, 2019 increased by $86,608 from $45,836 during the same period in 2018. This increase was primarily due to an increase in repayment of factoring advances of $30,000 and by a decrease in factoring advances of $56,500.

Our Auditors Have Raised Substantial Doubts as to Our Ability to Continue as a Going Concern

Our unaudited condensed consolidated financial statements have been prepared assuming we will continue as a going concern. The Company has experienced recurring losses from operations which have caused an accumulated deficit of $6,025,277 at September 30, 2019.

The ability of the Company to continue its operations as a going concern is dependent on management’s plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements.

The Company will require additional funding to finance the growth of its current and expected future operations as well as to achieve its strategic objectives. The Company believes its current available cash along with anticipated revenues may be insufficient to meet its cash needs for the near future. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These unaudited condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Estimates may include those pertaining to accruals, stock-based compensation, useful lives of intangibles, and income taxes. Actual results could materially differ from those estimates.

Revenue Recognition

The Company accounts for revenue in accordance with Topic 606, which The Company adopted on January 1, 2018, using the modified retrospective method. The adoption of Topic 606 did not have a material impact on the timing or amounts of revenue recognized in our unaudited condensed consolidated financial statements and therefore did not have a material impact on our financial position, results of operations, equity or cash flows as of the adoption date or for the nine months ended September 30, 2018. The Company did not recognize any cumulative-effect adjustment to retained earnings upon adoption as the impact was immaterial. Also, the comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.

Recent Accounting Standards

We have implemented all new accounting standards that are in effect and may impact our unaudited condensed consolidated financial statements and do not believe that there are any other new accounting standards that have been issued that might have a material impact on our financial position or results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We do not hold any derivative instruments and do not engage in any hedging activities.

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures.

In connection with the preparation of this Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, our Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), based on the 2013 framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our PEO and PFO concluded that our disclosure controls and procedures as of the end of the period covered by this report were not effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our Chief Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

(b) Changes in Internal Control over Financial Reporting.

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, 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 executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report on Form 10-K filed with the SEC on April 16, 2019.

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

There were no unregistered sales of equity securities that were not otherwise disclosed in a current report on Form 8-K.

Item 3. Defaults Upon Senior Securities.

As of September 30, 2019, we are in default in the payment of principal on promissory notes of $619,350 and the payment of promissory note interest of $42,445.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

Exhibit No.		Description

31.1		Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)). *

31.2		Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)). *

32.1		Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **

32.2		Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **

101.INS		XBRL Instance Document *

101.SCH		XBRL Taxonomy Extension Schema *

101.CAL		XBRL Taxonomy Extension Calculation Linkbase *

101.DEF		XBRL Taxonomy Extension Definition Linkbase *

101.LAB		XBRL Taxonomy Extension Label Linkbase *

101.PRE		XBRL Taxonomy Extension Presentation Linkbase *

*	Filed herewith
**	Furnished herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	EMR TECHNOLOGY SOLUTIONS, INC.

Date: November 13, 2019	By:	/s/ John X. Adiletta
	Name:	John X. Adiletta
	Title:	Chief Executive Officer
		(Principal Executive Officer)

EMR Technology Solutions, Inc. 10-Q