10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2018

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

for the transition period from _________________ to _______________

Commission File Number 333-136436

MEDICAL IMAGING CORP.

(Exact name of registrant as specified in charter)

NEVADA	98-0493698
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

848 N. Rainbow Blvd. #2494, Las Vegas, Nevada	89107
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code (877) 331-3444

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 ý No o

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 ý No o

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

Large accelerated filer    o	Accelerated filer    o
Non-accelerated filer    o (Do not check if smaller reporting Company)	Smaller reporting Company    ý

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

There were 44,136,209 shares of common stock outstanding as of December 6, 2018.

TABLE OF CONTENTS

ITEM NUMBER AND CAPTION	PAGE
PART I
ITEM 1.      Consolidated Financial Statements and Supplementary Data (Unaudited)	3
ITEM 2.      Management’s Discussion and Analysis of Financial Condition And Results of Operations	16
ITEM 3       Quantitative and Qualitative Disclosures About Market Risk Controls and Procedures	23
ITEM 4T     Controls and Procedures	23
PART II
ITEM 1.       Legal Proceedings	24
ITEM 1A.    Risk Factors	24
ITEM 2.       Unregistered Sales of Equity Securities and Use of Proceeds	24
ITEM 3.       Defaults Upon Senior Securities	24
ITEM 4.       Mine Safety Disclosures	24
ITEM 5.       Other Information	24
ITEM 6.       Exhibits	24

2

Item 1. Consolidated Financial Statements

Medical Imaging Corp.

Consolidated Balance Sheets (Unaudited)

	September 30		December 31
	2018		2017
ASSETS
Current Assets
Cash and Cash Equivalents	$	18,224	$	35,868
Accounts Receivable, net of Allowance for Doubtful Accounts of $310,275, and $266,254, respectively		664,886		669,814
Prepaid Expenses		52,044		9,835
Current assets of discontinued operations		228,600		317,418
Total Current Assets		963,754		1,032,935
Property and Equipment, net of Accumulated Depreciation of $1,224,869 and $1,119,308, respectively		877,042		955,874
Goodwill		1,422,670		1,422,670
Deposits		16,825		17,003
Noncurrent assets of discontinued operations		8,102		763,145
TOTAL ASSETS	$	3,288,393	$	4,191,627
LIABILITIES AND STOCKHOLDERS'  DEFICIT
Current Liabilities
Bank Overdraft	$	144,163	$	-
Accounts Payable		1,782,227		1,705,225
Accrued Liabilities		1,451,162		918,741
Advance due to related party		116,619		-
Current Portion of Capital Lease Obligations		55,048		76,109
Current Portion of Promissory Notes net of $62,493 and $74,800 respectively		178,373		255,523
Current Portion of Promissory Notes, Overdue		600,000		782,000
Current Portion of Royalty Financing net of $425,337 and $425,337 respectively		1,753,637		1,324,768
Current Portion of Convertible Notes net of $32,977 and $nil respectively		167,024		145,131
Current Portion of Convertible Notes, Overdue		2,146,319		2,086,000
Derivative Liability		99,651		-
Current liabilities of discontinued operations		861,722		733,839
Total Current Liabilities		9,355,945		8,027,336
Capital Lease Obligations, less current portion		6,189		44,994
Promissory Notes, less current portion, net of unamortized discounts of $nil, and $65,000, respectively		-		100,000
Royalty Financing, less current portion, net of unamortized discounts of $4,133,153, and $4,452,157, respectively		998,149		1,108,015
Convertible Notes, less current portion, net of unamortized discounts of $nil, and $188, respectively		-		178,000
Noncurrent liabilities of discontinued operations		12,005		58,741
Total Liabilities		10,372,288		9,517,086
Commitments and Contingencies		-		-
Stockholders' Deficit
Preferred Stock-$0.001 par value; 5,000,000 shares authorized, no shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively		-		-
Common Stock-$0.001 par value; 500,000,000 shares authorized, 40,136,209 and 33,296,481 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively		40,137		33,297
Additional Paid-In Capital		2,778,241		2,591,206
Accumulated Other Comprehensive Income		175,393		184,054
Accumulated Deficit		(10,077,666)		(8,134,016)
Total Stockholders' Deficit		(7,083,895)		(5,325,459)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	3,288,393	$	4,191,627

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

3

Medical Imaging Corp.

Consolidated Statement of Comprehensive Income (Unaudited)

	Three Months Ended				Nine Months Ended
	September 30		September 30		September 30		September 30
	2018		2017		2018		2017
Revenue:
Sales	$	1,385,444	$	1,368,771	$	4,123,560	$	3,753,072
Cost of sales		959,491		889,021		2,732,015		2,344,982
Gross Margin		425,953		479,750		1,391,545		1,408,090
Operating Expenses:
Labor		163,283		204,114		510,959		568,991
Legal and professional		69,071		53,329		226,558		157,221
General and Administrative		53,409		94,507		161,601		225,553
Rent Office Space and Servers		35,071		63,524		158,799		180,822
Depreciation		38,009		65,996		107,456		197,537
Bad Debt Expense		15,000		8,724		44,021		88,981
Insurance		12,436		10,466		33,301		31,338
Travel		4,127		4,836		22,864		25,894
Management fees		3,455		5,389		12,859		13,851
Advertising		545		11,088		7,181		34,965
Total Operating Expenses		394,406		521,973		1,285,599		1,525,153
Income (Loss) from Operations		31,547		(42,223)		105,946		(117,063)
Other Income and (Expenses):
Amortization of Debt Discount		(163,036)		(172,689)		(535,449)		(485,699)
Interest & Penalties Expense		(183,712)		(126,534)		(497,390)		(404,914)
Write off - Fixed assets				-				-
Derivative Liability Gains (Losses)		8,119		-		(17,526)		-
Foreign Currency Gains (Losses)		(37,856)		(11,438)		(40,886)		(74,140)
Provision for income taxes		-		-		-		-
Other Income		(17)		(964)		1,225		22,266
Total Other Income (Expenses)		(376,502)		(311,625)		(1,090,026)		(942,487)
Loss from continuing operations		(344,955)		(353,848)		(984,080)		(1,059,550)
Loss from discontinued operations, net		14,439		(347,958)		(959,570)		(556,357)
Total Comprehensive Income (Loss)
Foreign Currency Translation gain (loss)		(42,112)		(12,495)		(8,661)		42,317
Total Comprehensive Loss	$	(372,628)	$	(714,301)	$	(1,952,311)	$	(1,573,590)
Basic and Diluted Loss per Share from Continuing Operations	$	(0.009)	$	(0.012)	$	(0.028)	$	(0.039)
Basic and Diluted Loss per Share from Discontinued Operations	$	-	$	(0.011)	$	(0.027)	$	(0.021)
Basic and Diluted Loss per Share from Consolidated Operations	$	(0.009)	$	(0.021)	$	(0.055)	$	(0.058)
Weighted Average Shares Outstanding: Basic and Diluted		40,136,209		30,532,982		35,601,441		27,048,006

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

4

Medical Imaging Corp.

Consolidated Statements of Cash Flows (Unaudited)

	Nine Months Ended
	September 30		September 30
	2018		2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(984,080)	$	(1,059,550)
Adjustments to Reconcile Net Loss to Net Cash from Operating Activities:
Loss from discontinued operations, net		(959,570)		(556,357)
Depreciation		107,456		440,469
Fixed Asset - Write Off				99,432
Bad Debt Expense		44,021		98,831
Amortization of Debt Discount		535,449		487,705
Stock-based compensation		-		62,850
Foreign currency transaction (Gain) Loss		700		1,852
Derivative Liability		208,731
Derivative Liability (Gain) Loss		(38,205)
Changes in operating assets and liabilities:
Accounts Receivable, Net of Allowance for Doubtful Accounts		(39,093)		(187,954)
Prepaid Expenses		(42,209)		10,615
Accounts Payable and Accrued Liabilities		609,423		434,994
NET CASH AND CASH EQUIVALENTS FROM OPERATING ACTIVITIES		(557,377)		(167,113)
CASH FLOWS FROM INVESTING ACTIVITIES:
Equipment Purchase		(29,146)		(16,811)
NET CASH FROM INVESTING ACTIVITIES		(29,146)		(16,811)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from related party		116,619
Bank Overdraft		144,163
Proceeds from Promissory Notes				409,225
Proceeds from Convertible Debt				153,000
Principal Payments on Promissory Notes		(493,384)		(353,501)
Principal Payments on Convertible Notes		(55,000)		(35,000)
Principal Payments on Capital Lease Obligations		(59,866)		(57,357)
NET CASH AND CASH EQUIVALENTS FROM FINANCING ACTIVITIES		(347,468)		116,367
CASH FLOWS FROM DISCONTINUED OPERATIONS
Net cash provided by operating activities of discontinued operations		345,315		128,582
Net cash provided by operating activities of discontinued operations		648,421		(167,528)
Net cash used in financing activities of discontinued operations		(68,728)		2,877
NET CASH USED IN DISCONTINUED OPERATIONS		925,008		(36,069)
Gain (Loss) due to foreign currency translation		(8,661)		42,317
NET CHANGE IN CASH AND CASH EQUIVALENTS		(17,644)		(61,309)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		35,868		85,455
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	18,224	$	24,146
Cash paid during the period for:
Interest	$	90,052	$	91,052
Income Taxes	$	-	$
Non-cash financing and investing activities:
Shares Issued for Convertible Note	$	88,000	$	112,240
Derivative	$	-	$
Acquisition Liability Assigned to Loan Payable	$	-	$
Acquisition Liability Assigned to Promissory Note	$	-	$
Equipment purchased under Capital Lease	$	-	$	55,968
Accrued Interest converted to Note	$	-	$	-

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

5

Medical Imaging Corp.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2018

Note 1.  Organization and Summary of Significant Accounting Policies

Organization and Basis of Presentation

Medical Imaging Corp., (“MIC” or the “Company”), a Nevada Corporation was incorporated in 2000. In 2005, the Company developed a business plan for private healthcare opportunities in Canada with the objective of owning and operating private diagnostic imaging clinics. In 2009, the Company purchased Canadian Teleradiology Services Inc., which operates as: Custom Teleradiology Services (“CTS”). CTS provides remote reading of medical diagnostic imaging scans for rural hospitals and clinics in Canada. In early 2010, the Company modified its business plan to grow its CTS subsidiary while commencing the acquisition of existing full service imaging clinics located in the United States and exploring the development of new diagnostic imaging technology. In 2012, the Company purchased Schuylkill Open MRI Inc., which operates as: Schuylkill Medical Imaging (“SMI”), an independent diagnostic imaging facility located in Pottsville, Pennsylvania. In 2014, the Company purchased Partners Imaging Center of Venice, LLC (“PIV”) located in Venice, Florida; Partners Imaging Center of Naples, LLC (“PIN”) located in Naples, Florida; and Partners Imaging Center of Charlotte, LLC (“PIC”) located in Port Charlotte, Florida. On April 30, 2018 the Company closed PIV, PIN and PIC.

Basis of Presentation

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end is December 31.

Principle of Consolidation

The consolidated financial statements include the accounts of Medical Imaging, Corp., and its wholly-owned subsidiaries, CTS, SMI, PIV, PIN, and PIC. Intercompany accounts and transactions have been eliminated in the consolidated financial statements. CTS’, SMI’s, PIV’s, PIN’s, and PIC’s accumulated earnings prior to their acquisitions are not included in the consolidated balance sheet.

Use of Estimates and Assumptions

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the consolidated financial statements are published, and (iii) the reported amount of net sales, expenses and costs recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of consolidated financial statements; accordingly, actual results could differ from these estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.  At September 30, 2018, and December 31, 2017, cash includes cash on hand and cash in the bank.

Accounts Receivable Credit Risk

The allowance for doubtful accounts is maintained at a level sufficient to provide for estimated credit losses based on evaluating known and inherent risks in the receivables portfolio.

Management evaluates various factors including expected losses and economic conditions to predict the estimated realization on outstanding receivables.

As of September 30, 2018 and December 31, 2017, the allowance for doubtful accounts from direct billings was $310,275 and $266,254, respectively.

6

Although the gross receivable balance has increased significantly, management is actively pursuing collection efforts directly with patients and insurance payers and believes that the current allowance for doubtful accounts is sufficient to cover any expected losses.

Goodwill and Indefinite - Lived Intangible Assets

The Company follows the provisions of Financial Accounting Standard Accounting Standards Codification (“ASC”) 350, Goodwill and Other Intangible Assets. In accordance with ASC 350, goodwill, representing the excess of the purchase price and related costs over the value assigned to net tangible and identifiable intangible assets of businesses acquired and accounted for under the purchase method, acquired in business combinations is assigned to reporting units that are expected to benefit from the synergies of the combination as of the acquisitions date. Under this standard, goodwill and intangibles with indefinite useful lives are not amortized.  The Company assesses goodwill and indefinite-lived intangible assets for impairment annually, or more frequently if events and circumstances indicate impairment may have occurred in accordance with ASC 350. If the carrying value of a reporting unit's goodwill exceeds its implied fair value, the Company records an impairment loss equal to the difference. ASC 350 also requires that the fair value of indefinite-lived purchased intangible assets be estimated and compared to the carrying value. The Company recognizes an impairment loss when the estimated fair value of the indefinite-lived purchased intangible assets is less than the carrying value. If the implied fair value of goodwill is lower than its carrying amount, goodwill impairment is indicated and goodwill is written down to its implied fair value. Subsequent increases in goodwill value are not recognized in the consolidated financial statements.

The Company recognized a goodwill impairment charge of $555,000 with regards to the closure of its three Florida centers in April of 2018. No goodwill impairment was recognized during 2017.

Revenue Recognition

The Company holds contracts with several hospitals and groups of health care facilities to provide Teleradiology services for a specific period of time. The Company bills for services rendered on a monthly basis.  For the three and nine months ended September 30, 2018, CTS held six contracts; four contracts that are renewable on a year-to-year basis and one contract that automatically renewed in 2017 for a successive one year term, and one to be renewed in 2018. In accordance with the requirement of Staff Accounting Bulletin (“SAB”) 104, the Company recognizes revenue when: (1) persuasive evidence of an arrangement exists (contracts); (2) delivery has occurred (monthly); (3) the seller’s price is fixed or determinable (per the customer’s contract, and services performed); and (4) collectability is reasonably assured (based upon our credit policy).

Revenue is accounted for under the guidelines established by SAB 101, Revenue Recognition in Financial Statements, and ASC 605, Revenue Recognition. For CTS, the Company has the following indicators of gross revenue reporting: (1) CTS is the primary obligator in the provision of services to the Hospitals under contract, (2) CTS has latitude in establishing price, and negotiating contracts with each hospital, (3) CTS negotiates and determines the service specification to be provided to each hospital client, (4) CTS has complete discretion in supplier selection, and (5) CTS has the credit risk. Accordingly, the Company records CTS revenue at gross. For SMI, PIV, PIN, and PIC, revenue is recognized on the date of service and recorded on an aggregate monthly basis.

Cost of Sales

Cost of sales includes fees paid to radiologists for reading services, transcription fees, equipment repairs, system license and usage costs.

Impairment of Long-Lived Assets

In accordance with ASC 360, Property, Plant and Equipment, property, equipment, and purchased intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Goodwill and other intangible assets are tested for impairment at least annually.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Stock Based Compensation

The Company follows ASC 718, Stock Compensation; a fair value calculation is performed by the Company to establish the “grant date fair value” of each award which will also be the amount recorded by the Company as stock based compensation expense pursuant to the guidance set forth in ASC 718 to produce an estimated fair value.

7

The Company measures all share-based payments to employees (which includes non-employee Board of Directors), including employee stock options, warrants and restricted stock, at the fair value of the award and expenses it over the requisite service period (generally the vesting period). The fair value of common stock options or warrants granted to employees is estimated at the date of grant using the binomial option pricing model (“BOPM”). The calculation also takes into account the common stock fair market value at the grant date, the exercise price, the expected life of the common stock option or warrant, the dividend yield and the risk-free interest rate.

The Company from time to time may issue stock options, warrants and restricted stock to acquire goods or services from third parties. Restricted stock, options or warrants issued to other than employees or directors are recorded on the basis of their fair value. The options or warrants are valued using the BOPM on the basis of the market price of the underlying equity instrument on the “valuation date,” which for options and warrants related to contracts that have substantial disincentives to non-performance, is the date of the contract, and for all other contracts is the vesting date. Expenses related to the options and warrants are recognized on a straight-line basis over the period which services are to be received.

There was no stock-based compensation expense to non-employees for the three months ended September 30, 2018, and 2017.

There was no stock-based compensation expense to employees for the three months ended September 30, 2018 and June 30, 2017.

There was no stock-based compensation expense to non-employees for the nine months ended September 30, 2018, and 2017.

There was no stock-based compensation expense to employees for the nine months ended September 30, 2018. For the nine months ended September 30, 2017, the Company recognized stock-based compensation expenses of $8,500 from stock options and $30,600 from stock granted to employees. The options were valued using the BOPM and included in the labor operating expenses in the consolidated statements of operations.

Fair Value of Financial Instruments

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties other than in a forced sale or liquidation.

The carrying amounts of the Company’s financial instruments, including cash, accounts receivable, prepaid expenses, accounts payable, accrued liabilities and notes and loans payable approximate fair value due to their most maturities.

Fair Value Measurements

The Company follows ASC 820, Fair Value Measurements and Disclosures, for disclosures about fair value of its financial instruments and to measure the fair value of its financial instruments. ASC 820 establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by ASC 820 are described below:

Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2 pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3 pricing inputs that are generally observable inputs and not corroborated by market data.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values because of the short maturity of these instruments.

The Company does not have assets and liabilities that are carried at fair value on a recurring basis.

8

Foreign Currency Translation

The Company’s functional currency for its wholly-owned subsidiary, CTS, is the Canadian dollar, and their financial statements have been translated into U.S. dollars. The Canadian dollar based accounts of the Company’s foreign operations have been translated into United States dollars using the current rate method. Assets and liabilities of those operations are translated into U.S. dollars using exchange rates as of the balance sheet date; income and expenses are translated using the weighted average exchange rates for the reporting period. Translation adjustments are recorded as accumulated other comprehensive income (loss), a separate component of stockholders’ equity.

The Company recognized a foreign currency gain (loss) on transactions from operations of $(37,856) for the three months ended September 30, 2018 and $(11,438) for the three months ended September 30, 2017.

The Company recognized other comprehensive income (loss) of $(42,112) for the three months ended September 30, 2018 and $(12,495) for the three months ended September 30, 2017.

The Company recognized a foreign currency gain (loss) on transactions from operations of $(40,886) for the nine months ended September 30, 2018 and $(74,140) for the nine months ended September 30, 2017.

The Company recognized other comprehensive income (loss) of $(8,661) for the nine months ended September 30, 2018 and $42,317 for the nine months ended September 30, 2017.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, Income Taxes.  This statement prescribes the use of the asset and liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

Net Income (Loss) Per Share

The Company follows the provisions of ASC 260, Earnings per Share.  Basic net income (loss) per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Basic and diluted losses per share are the same as all potentially dilutive securities are anti-dilutive.

Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock or conversion of notes into shares of the Company’s common stock that could increase the number of shares outstanding and lower the earnings per share of the Company’s common stock. This calculation is not done for periods in a loss position as this would be antidilutive.

Recent Accounting Updates

The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.

Note 2. Interim Financial Statements

The accompanying interim unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month period ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. For further information, refer to the financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

9

Note 3. Discontinued Operations

On April 30, 2018, the Company ceased operations of its three Florida locations; PIV, PIC and PIN. These closures met the criteria to be reported as discontinued operations, as these changes had a major effect on the Company’s operations and financial results.

Therefore, the results of discontinued operations for the three and nine months ended September 30, 2018 and 2017 include the historical results of the centers prior to their closure on April 30, 2018.

Assets and liabilities of discontinued operations are summarized below:

	September 30		December 31
	2018		2017
Assets of Discontinued Operations
Cash and Cash Equivalents	$	-	$	(912)
Accounts Receivable, net of Allowance for Doubtful accounts of $348,025, and $330,612, respectively		212,047		275,578
Prepaid Expenses		14,729		42,752
Total Current Assets	$	226,776	$	317,418
Property and Equipment, net of Accumulated Depreciation of $nil and $866,100, respectively		-		755,043
Deposits		8,102		8,102
TOTAL ASSETS	$	234,878	$	1,080,563
Liabilities of Discontinued Operations
Bank Overdraft	$	16,603	$	-
Accounts Payable		766,058		603,051
Accrued Expenses		12,216		31,396
Current Portion of Capital Lease Obligations		63,502		67,392
Current Portion of Promissory Notes		2,554		32,000
Total Current Liabilities	$	860,933	$	733,839
Capital Lease Obligations, less current portion		12,006		58,741
TOTAL LIABILITIES	$	872,939	$	792,580

Summarized results of the Company’s discontinued operations are as follows:

	Three Months Ended				Nine Months Ended
	September 30		September 30		September 30		September 30
	2018		2017		2018		2017
Revenue:
Sales	$	-	$	432,087	$	857,030	$	1,643,085
Cost of sales		2,714		222,576		475,291		780,931
Gross Margin		(2,714)		209,511		381,739		862,154
Operating Expenses		(21,101)		455,264		654,199		1,318,881
Income (Loss) from Operations		18,387		(245,753)		(272,460)		(456,727)
Total Other Income (Expenses)		(3,945)		(102,205)		(687,110)		(99,630)
Loss from discontinued operations		14,442		(347,958)		(959,570)		(556,357)

Note 4. Property and Equipment

Property and equipment are stated at cost.  Depreciation is calculated using the straight - line method over the estimated useful life of the assets. At September 30, 2018 and December 31, 2017, the major class of property and equipment were as follows:

		September 30,		December 31,
		2018		2017	Estimated useful lives
Computer/Office Equipment	$	125,085	$	111,844	3-7 years
Medical Equipment		818,001		818,001	3-7 years
Leasehold Improvements		857,676		843,781	5-39 years
Computer/Office Equipment under capital lease		165,831		186,113	3-5 years
Medical Equipment under capital lease		135,319		115,444	5 years
Less: Accumulated Depreciation		(1,224,869)		(1,119,308)
Net Book Value	$	877,042	$	955,874

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Depreciation expense was $38,009 and $65,996 for the three months ended September 30, 2018 and 2017, respectively.

Depreciation expense was $107,456 and $197,537 for the nine months ended September 30, 2018 and 2017, respectively.

For the nine months ending September 30, 2018 the Company has made purchases of $13,895 in equipment, $0 in leasehold improvements, and $15,900 in computer/office equipment.

Note 5.  Operating Lease Commitments

CTS has a lease commitment for its office space in Toronto, Canada of approximately $2,600 minimum rental per month, not including utilities, realty taxes, and operating costs. The lease will expire April 30, 2021.

Expected lease commitments as of September 30, 2018:

Year	Total
2018	$	7,800
2019		31,200
2020		31,200
2021		10,400
2022		-
Thereafter		-
	$	80,600

Note 6. Capital Lease Obligations

A detailed summary of the capital lease obligations is as follows:

Description	Monthly payments		Maturity Date	APR		30-Sep-18		December 31, 2017 Balance
SMI X-Ray Machine	$	1,495	15-Aug-19	6.32	%	$	15,941	$	28,315
SMI PACS/RIS System		3,115	1-Nov-19	5.69			42,098		67,725
SMI Copier		135	1-Aug-18	27.63			(0)		976
SMI Ascentrium		2,450	18-Nov-18	21.48			3,195		22,924
PIV,PIN,PIC PACS/RIS		3,094	1-Jan-20	4.22			48,056		73,925
PIV,PIN,PIC Digital Printers		423	24-Feb-19	9.9			2,062		5,568
CTS Computer		-	2-Feb-18	2.25			(0)		1,163
PIN CT Lease		2,332	1-Aug-19	0	%		25,652		46,640
Total	$	13,044				$	137,004	$	247,236

*Annual Percentage Rate (“APR”).

Minimum future lease payments under the capital leases as of September 30, 2018, are as follow:

Minimum Lease Payments	Total
2018	$	36,277
2019		102,855
2020		3,094
Total minimum lease payments		142,226
Less amount representing interest		5,638
Present value of minimum lease payments		136,588
Less current portion of minimum lease payments		118,620
Long-term capital lease obligations	$	17,968

Note 7. Promissory Notes

A detailed summary of the promissory notes is as follows:

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Issuance Date	Maturity Date	APR		Payment Amount	Payments Frequency	September 30, 2018 Face Value Balance		December 31, 2017 Face Value Balance
16-Feb-16	23-Feb-17	12.00	%	1,000	Monthly	$	100,000	$	100,000
22-Feb-16	31-Aug-17	25.00	%	10,417	Monthly		500,000		500,000
22-Mar-16	22-Mar-17	12.00	%	-	Monthly		-		70,000
1-Jul-16	1-Aug-17	20.00	%	20,000	Monthly		36,000		160,000
18-May-17	1-Jul-19	20.00	%	15,000	Monthly*		100,000		165,000
8-Sep-17	30-Mar-18	19.00	%	3,667	Weekly		-		44,741
11-Jan-18	27-Jul-18	18.00	%	3,788	Weekly		-		-
28-Jul-17	26-Jul-18	39.00	%	1,419	Daily		-		237,584
20-Mar-18	19-Mar-19	39.00	%	1,145	Daily		101,984		-
7-Aug-17	16-Oct-18	33.00	%	213	Daily		2,554		42,560
Total Face Value							840,538		1,319,885
Unamortized Discount							(62,165)		(150,360)
Total						$	778,373	$	1,169,525

*Scheduled monthly payments of $15,000 for promissory note issued on May 18, 2017 will begin September 1, 2018.

Note 8. Convertible Notes

On February 28, 2018, the Company renegotiated a promissory note previously issued on March 22, 2016 into a note that is convertible at $0.10 per share with a maturity date of February28, 2019 and a new balance of $80,000. The Balance of the note at September 30, 2018 is $74,077, net of $5,923 in unamortized discount. The note was originally $70,000 and sold on March 22, 2016 to a private investor. The Note pays interest monthly at an annual rate of 12%. As an inducement to purchase the Note, the investor was also given 200,000 shares of common stock of the Company.

On July 7, 2017 the Company issued a $153,000 convertible note to a non-affiliate. The note pays interest at a rate of 12% per annum, payable at maturity. The note holder has the right at any time following the initial 180 days of note issuance, to convert all or any part of the outstanding and unpaid principal amount of this note to shares of common stock. The conversion price shall equal the variable conversion price of 65% multiplied by the market price. The market price shall mean the average of the lowest three (3) VWAP’s for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. “VWAP” shall mean the daily dollar volume-weighted average sale price for the common stock on the principal market on any particular trading day. Conversion is subject to limitation of 4.99% beneficial ownership of the outstanding shares of common stock. The notes maturity is January 5, 2019. Prepayment on the note within one hundred twenty-one (121) day from the issue date and ending one hundred eighty (180) days following the issue day is subject to 120% Prepayment amount.

On December 5, 2012 and March 27, 2013, the Company sold, through a private placement to accredited investors, three-year 12% convertible notes (“Series B Notes”) in the aggregate principal amount of $1,865,000, and $365,000, respectively. The Notes pay interest at a rate of 12% per annum, payable to the holder at 1% per month, and are convertible into common shares of the Company at $0.10 per share. In addition, each purchaser of the Notes received shares dependent on the dollar amount of Notes purchased. The total number of shares of common stock issued was 5,315,000 shares.

On December 1, 2015, the holders of $1,840,000 Series B Notes have agreed to extend the maturity date of the debt outstanding to July 1, 2017 from its original maturity date of December 31, 2015. As part of the extension the Company issued warrants to entitle the holders to purchase up to 1,840,000 shares of common stock at an exercise price of $0.07 per share at any time from December 1, 2015 to July 1, 2018. The Company has valued the warrants at $0.0058 per issued share and recorded a total discount of $10,672 to be amortized over the 18-month extension period.

On March 31, 2016, the holders of $50,000 Series B Notes have agreed to extend the maturity date of the debt outstanding to September 1, 2017 from its original maturity date of March 31, 2016. As part of the extension the Company issued warrants to entitle the holders to purchase up to 50,000 shares of common stock at an exercise price of $0.07 per share at any time from March 31, 2016 to September 30, 2018. The Company has valued the warrants at $0.00278 per issued share and recorded a total discount of $139 to be amortized over the 18-month extension period.

On March 31, 2016, the holder of $25,000 Series B Notes has agreed to extend the maturity date of the debt outstanding to September 1, 2019 from its original maturity date of March 31, 2016. As part of the extension the Company issued warrants to entitle the holders to purchase up to 25,000 shares of common stock at an exercise price of $0.07 per share at any time from March 31, 2016 to September 30, 2019. The Company has valued the warrants at $0.00583 per issued share and recorded a total discount of $146 to be amortized over the 30-month extension period.

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On May 22, 2014, the Company sold, through private placement to accredited investors, three-year 12% convertible notes (“Series C Notes”) in the aggregate principal amount of $95,000. The Notes bear interest at a rate of 12% per annum, payable to the holder at1% per month, with the principal amount due on May 31, 2017. The Notes are convertible into shares of the Company’s common stock at an initial conversion rate of $0.15 per share. In addition, each holder of Series C Notes received shares dependent on the dollar amount of Notes purchased. On August 25, 2014, October 31, 2014 and February 17, 2015, the Company sold an additional $75,000, $50,000 and $20,000, respectively of Series C Notes. The total number of shares of common stock issued was 240,000 shares.

On March 26, 2014, the Company issued a $300,000 convertible note to a non-affiliate.  The note pays interest at a rate of 12% per annum, payable to the holder at 1% per month. In addition to interest payments, the Company is making monthly payments of $5,000 towards the principal balance beginning June 1, 2014 until the note due date of February 28, 2018. The note is convertible into common shares of the Company at $0.15 per share. In addition, the purchaser of the note received 300,000 shares as part of the note agreement.  As of September 30, 2018, principal balance of the note was $70,082.

In accordance with ASC 470, Debt with conversion and other options, on issuance of the shares, the Company recognized additional paid-in capital and a discount against the notes for a total of $183,000.  Amortization of the discount for the nine months ended September 30, 2018 and 2017 was $156,037 and $4,587, respectively.

In accordance with ASC 480, Distinguishing Liabilities from Equity, the Company determined that the warrants are a freestanding instrument based on the following:

Ÿ

The debt can be transferred without the transfer of the warrants.

Ÿ

The warrants can be transferred without the transfer of the debt.

Ÿ

The warrants can be exercised while debt still outstanding.

In accordance with ASC 470, if the warrants are classified as equity, then the proceeds should be allocated based on the relative fair values of the base instrument and the warrants were valued at $0.0058 per issued share and recorded a total discount of $10,672 to be amortized over 18 months’ extension period. Amortization of the discount for the nine months ended September 30, 2018 and 2017 was $0 and $3,545, respectively.

Issuance Date	Maturity Date	APR		Conversion Rate		Monthly Payment		September 30, 2018 Face Value Balance		December 31, 2017 Face Value Balance
3-Dec-12	1-Jul-17	12.0	%	$	0.10	$	250	$	25,000	$	25,000
25-Jan-18	1-Aug-18	12.0			0.01		750		45,000		75,000
3-Dec-12	1-Jul-17	12.0			0.10		250		50,000		50,000
3-Dec-12	1-Jul-17	12.0			0.10		260		26,000		26,000
3-Dec-12	1-Jul-17	12.0			0.10		250		25,000		25,000
3-Dec-12	1-Jul-17	12.0			0.10		250		25,000		25,000
3-Dec-12	1-Jul-17	12.0			0.10		250		25,000		25,000
3-Dec-12	1-Jul-17	12.0			0.10		15,000		1,500,000		1,500,000
3-Dec-12	1-Jul-17	12.0			0.10		500		50,000		50,000
3-Dec-12	1-Jul-17	12.0			0.10		150		15,000		15,000
3-Dec-12	1-Jul-18	12.0			0.01		-		237		237
27-Mar-13	30-Sep-17	12.0			0.10		250		25,000		25,000
27-Mar-13	30-Sep-17	12.0			0.10		250		25,000		25,000
27-Mar-13	30-Sep-19	12.0			0.10		250		25,000		25,000
22-May-14	31-May-17	12.0			0.15		500		50,000		50,000
22-May-14	31-May-17	12.0			0.15		225		22,500		22,500
22-May-14	31-May-17	12.0			0.15		225		22,500		22,500
25-Aug-14	31-Jul-17	12.0			0.15		500		50,000		50,000
25-Aug-14	31-Jul-17	12.0			0.15		250		25,000		25,000
31-Oct-14	31-Oct-17	12.0			0.15		500		50,000		50,000
17-Feb-15	17-Feb-18	12.0			0.15		200		20,000		20,000
1-Mar-18	28-Feb-19	12.0			0.1		800		80,000		-
26-Mar-14	28-Feb-18	12.0			0.15		5,701		70,082		125,082
7-Jul-17	5-Jan-19	12.0			Variable		-		95,000		153,000
Total Face Value								$	2,346,319	$	2,409,319
Unamortized Discount									(32,976)		(188)
Total								$	2,313,343	$	2,409,131

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Following are maturities of the long –term debt as of September 30, 2018:

	Principal Payments
Overdue	$	2,146,319
2019		200,000
2020		-
Total	$	2,346,319

Note 9. Royalty Financing

On October 31, 2014, the Company entered into a royalty purchase agreement with Grenville Strategic Royalty Corp. (“Grenville”) for the amount of $2,000,000. The agreement calls for a monthly payment to Grenville based on a percentage of the total of certain revenue items and subject to a minimum payment amount until $8,000,000 has been paid. The amount financed is recorded net of discount to be amortized during the term. For the nine months ended September 30, 2018 and 2017, the Company has recorded discount amortization expense of $319,003 and $319,025, respectively. The balance as shown on the consolidated balance sheet as of September 30, 2018, was $2,751,786, net of $4,558,509 in unamortized discount. The balance as shown on the consolidated balance sheet as of December 31, 2017, was $2,432,783, net of $4,877,494 in unamortized discount. As of September 30, 2018, the Company paid a total of $689,723 in royalty payments. Additionally, the Company has accrued $1,181,795 in unpaid royalty fees from August 2016 to September 2018.

Note 10. Related Party Transactions

In 2018 the Company entered into into an agreement with a company that is owned and controlled by a major shareholder to provide consulting services. Fees payable for performance of the consulting services are $13,000 per month. Previously in January 2015, the Company entered into an agreement with the same company for performance of the consulting services are $10,000 per month. In addition to the monthly fees, in 2015, the consultant was paid at signing of the agreement, four million two hundred thousand (4,200,000) options to purchase common stock of the client at an exercise price of $0.15 per share with an expiry date of December 31, 2019. The options have a five (5) year term. Inputs used in Binomial Option Pricing model were as follow: stock price at grant date: $0.0517, exercise price $0.15, expected life of the option two and a half (2.5) years, volatility of 70%, and risk free rate of 0.03%. The options were recorded on the grant date at a value of $34,683. Fees incurred to the related party consultant for the nine months ended September 30, 2018 and 2017 were $117,000 and $90,000, respectively, and are included as an expense in Legal and Professional fees in the accompanying statement of operations for the period.

During the nine months ended September 30, 2018 our CEO loaned the company $116,619 which is due on demand and pays interest at a rate of 12%.

Note 11. Common Stock Transactions

On August 2, 2018, 1,139,601 shares were issued for the conversion of convertible notes at a value of $8,000.

On February 22, 2018, 1,300,000 shares were issued for the conversion of convertible promissory notes at a value of $13,000.

On February 12, 2018, 1,006,711 shares were issued for the conversion of convertible promissory notes at a value of $15,000.

On February 7, 2018, 1,700,000 shares were issued for the conversion of convertible promissory notes at a value of $17,000.

On January 17, 2018, 865,801 shares were issued for the conversion of convertible promissory notes at a value of $20,000.

On January 10, 2018, 627,615 shares were issued for the conversion of convertible promissory notes at a value of $15,000.

Note 12. Income Tax

The Company follows ASC 740, Income Taxes, which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between consolidated financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

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The provisions of ASC 740 require companies to recognize in their financial statements the impact of a tax position if that position is more likely than not to be sustained upon audit, based upon the technical merits of the position. ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods and disclosure.

Management does not believe that the Company has any material uncertain tax positions requiring recognition or measurement in accordance with the provisions of ASC 740. Accordingly, the adoption of these provisions of ASC 740 did not have a material effect on the Company’s financial statements. The Company’s policy is to record interest and penalties on uncertain tax positions, if any, as income tax expense.

Note. 13. Going Concern

As shown in the accompanying consolidated financial statements, the Company incurred net comprehensive loss of $372,628, and $1,952,311 for the three and nine months ended September 30, 2018, respectively, as well as a working capital deficit of $8,392,190 at September 30, 2018. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. Management plans to raise additional financing in order to continue its operations and fulfill its debt obligations in 2018, but there can be no assurances that the plan will be successful. These consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Note 14. Subsequent events

On October 1, 2018, Medical Imaging Corp. (the “Company”) sold its interest in its operating subsidiary Schuylkill Open MRI, Inc. (“SMI”) for $2,250,000. After all of the debts of SMI were paid, including Company IRS liens, the secured debt owed to Flow Capital, CTS subsidiary secured debts, and transaction closing costs, the net amount of proceeds to the Company was approximately $400,000.

In conjunction with the sale of SMI, the Company paid its secured debt obligation to Flow Capital of nearly $625,000. Additionally, the Company restructured its royalty agreement with Flow Capital such that the new royalty has been reduced with a minimum monthly payment of $6,000. As part of the new agreement with Flow Capital, 4,000,000 shares of Company common stock were issued to Flow Capital and the royalty has been granted a first security position on all Company assets.

On November 20, 2018 the Company’s subsidiary PIV was found in summary judgment on a lawsuit filed by its landlord for an amount of $953,079.

The Company evaluated subsequent events through the date the consolidated financial statements were issued.

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Item 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward Looking Statements

This Form 10-Q quarterly report of Medical Imaging Corp. (the “Company”) for the nine months ended September 30, 2018, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby.  To the extent that there are statements that are not recitations of historical fact, such statements constitute forward-looking statements that, by definition, involve risks and uncertainties.  In any forward-looking statement, where the Company expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will be achieved or accomplished.

The following are factors that could cause actual results or events to differ materially from those anticipated, and include, but are not limited to: variations in revenue; possible inability to attract investors for its equity securities or otherwise raise adequate funds from any source should the Company seek to do so; increased governmental regulation; increased competition; unfavorable outcomes to litigation involving the Company or to which the Company may become a party in the future; and a very competitive and rapidly changing operating environment.

Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof.  The Company believes the information contained in this Form 10-Q to be accurate as of the date hereof. Changes may occur after that date, and the Company will not update that information except as required by law in the normal course of its public disclosure practices.

Additionally, the following discussion regarding the Company’s financial condition and results of operations should be read in conjunction with the financial statements and related notes contained in Item 1 of Part 1 of this Form 10-Q, as well as the financial statements in Item 8 of Part II of the Company’s Form 10-K for the fiscal year ended December 31, 2017.

Business description

MIC is a U.S.-basedhealthcare services Companywith a specific focus on medical diagnostic imaging.  We currently own and operate five wholly-owned subsidiaries: CTS, SMI, PIV, PIN, and PIC. With operations in the U.S. and Canada, our Company is executing a growth strategy centered on acquiring and operating profitable medical diagnostic imaging facilities and imaging services businesses with a goal of profitably increasing revenues.

MIC’s mission is to provide quality medical diagnostic imaging services to its patients and client hospitals across North America, delivering convenience, accuracy and the highest standards of care and service.  Our Company’s mandate is to make available, on a timely basis, valued-based on-site and remote medical imaging services for patients, hospitals, workers’ compensation boards and insurance companies.

CTS

CTS provides remote reading and reporting of medical diagnostic imaging scans, otherwise known as Teleradiology, for rural hospitals and clinics in Canada. Our network of board certified radiologists providing medical imaging interpretations for our clients, helping to speed diagnoses, while seeking to improve outcomes and enhance patient care.

On a 24/7/365 basis, CTS receives diagnostic imaging scans from hospitals, clinics and referring physicians, and transmits them to qualified radiologists, who are typically located in large urban medical centers. The receiving radiologist reads and interprets the diagnostic images and associated clinical data and prepares medical reports on the findings, which are in turn transmitted to the client allowing the hospital or physician to continue with patient care.

CTS specializes in reading Magnetic Resonance Imaging (MRI), Computed Tomography (CT), Positron Emission Tomography (PET), Ultrasound (US), Nuclear Medicine (NM), Digital Mammography (MAMMO), X-Ray and Bone Mineral Densitometry (BDM) modalities.

CTS uses a leading brand Picture Archiving and Communications System (PACS) to ensure high resolution images can be delivered for interpretation in a quick, secure and highly dependable manner.  CTS also works with our third-party IT Company to ensure the workstations used by our contracted radiologists and CTS servers are functioning properly.

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Guided by the Canada Health Act of 1984, healthcare in Canada is delivered through a publicly funded healthcare system, which is mostly free at the point of use and has most services provided by private entities.  CTS’ revenues are derived from service agreements we enter into with hospitals, clinics and other medical facilities where patients are treated.  Fees for services provided by CTS are billed to the government by each CTS client, which, upon being paid by the government, remits payment to CTS in accordance with the contracted payment terms.

CTS primary growth objectives are concentrated on optimizing our current contract portfolio and increasing our share of the Teleradiology market in the province of Ontario, expanding our geographic service region to include penetrating other Canadian provinces, and scaling our Canadian network of board certified radiologists to ensure effective support of our geographic expansion initiatives.

SMI

SMI operates a medical imaging facility serving patients in Schuylkill County, Pennsylvania. SMI has provided high quality medical diagnostic imaging services for more than 16 years in a caring, safe and convenient environment.  Located in Pottsville, Pennsylvania and accredited by the American College of Radiology, SMI has the first and only Open MRI in Schuylkill County and has earned a strong reputation within the communities it serves through its board-certified radiologists, highly trained technologists, medical equipment and advanced technology matched with high quality care and service.

Our facility currently houses two types of MRI systems; Our digital imaging equipment includes a Siemens Concerto Open MRI System, as well as a closed 1.5 T Siemens Symphony MRI System.  The open MRI system is open on three sides, providing a panoramic 270° view – ideal for pediatric patients and those who may suffer from claustrophobia or are large bodied. SMI is capable of facilitating MRI procedures that include cranial, spinal, abdominal, pelvic, musculoskeletal and head/neck scans.

SMI’s business is highly reliant upon referrals from area physicians and group practices and does not maintain dedicated or contractual relationships with hospitals or clinics.  In fact, hospitals and clinics may compete with SMI to provide services to patients.  We believe that our community presence assists referring physicians with further enhancing their practices by providing well-coordinated and responsive care to their patients who require diagnostic imaging services. Therefore, we maintain an active outreach program, with the goal of seeing that the SMI brand and quality service offerings are well represented and communicated to practicing physicians in the region and to local healthcare consumers who exercise their own personal discretion in determining at what local medical imaging facility they choose to have their imaging procedures performed.

Florida Operations (PIV, PIN, PIC)

On April 30^th, 2018, the Company closed its operations in Florida.

MIC owned three diagnostic centers in the State of Florida, operating under the names of Partners Imaging Center of Venice, LLC, Partners Imaging Center of Charlotte, LLC, and Partners Imaging Center of Naples, LLC.  These centers have been operating under the Partners name for more than seven years and have been in their respective locations from 9 to 16 years. The centers rely on referring physicians and marketing efforts to drive business.  The centers offer a 1.5T MRI and 16 slice CT in Naples, a 1.5T MRI in Charlotte, and 3T MRI, 16 slice CT, ultrasound and X-ray at the Venice location. Reports are provided to the patients’ physician within 24 hours and as quick as 60 minute for emergency exams.

The centers have dedicated marketing personnel that work to ensure we have a presence both in the community and to meet the needs of our referring physicians.

Canadian Government Regulation

Healthcare services in Canada are subject to extensive regulation by the Canadian federal government, as well as the governments of the provinces and territories in which we business is conducted. A diagnostic imaging clinic or hospital must be licensed by the Ministry of Health and sanctioned by the College of Physicians and Surgeons in the province in which it is located.  CTS radiologist must be licensed to work in the province for which they report.  CTS must follow strict protocols and systems as laid in place by each client hospital and uses appropriate medical software for transferring patient data.

In addition to extensive existing Canadian government healthcare regulation, there could be at the federal and provincial levels reforms affecting the payment for and availability of diagnostic healthcare services. Limitations on reimbursement amounts and other cost containment pressures could result in a decrease in the revenue we expect to receive for each scan we perform. At this time, it is not clear what proposals, if any, will be adopted or, if adopted, what affect these proposals would have on our business.

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U.S. Government Regulation

Our U.S. subsidiaries are subject to extensive regulation under federal, State, and local laws.  This includes, but is not limited to complying with HIPPA, accreditation standards, Medicare/Medicaid and private insurance standards. Generally, our MRI facilities must be licensed by the state, unless we can qualify for an applicable exemption. In addition, we believe that our business will continue to be subject to increasing regulation, the scope and effect of which we cannot predict.

Competition

We compete with numerous private diagnostic imaging clinics and both private and public hospitals. We also compete for the hiring of qualified medical experts and MRI, CT and x-ray technicians to perform and evaluate the diagnostic imaging scans.  Most of our current competitors have, and our future competitors are expected to have, greater resources than us. Therefore, our ability to compete largely depends on our financial resources and capacity.

Customers

Between direct hospital contracts and satellite hospitals that feed into the main hospital, we have a client roster of 15 hospitals that utilize CTS. The loss of any of these clients would have a negative impact on the Company.

The diagnostic imaging centers rely on a referral base of specialized and family practitioners in each respective community. The average center may have over 100 local physicians that refer patients to us for medical imaging services.  In addition, each center uses marketing efforts and community involvement to reach out and educate patients that they have a choice as to where to have a scan.

For our Florida centers, we have a sizeable amount of self-pay patients in the winter time from foreign visitors.

Employees

MIC currently has one full time executive (Chief Executive Officer) and approximately 20 employees who include accounting staff, administrators, as well as technical employees and imaging center location managers. In addition, the Company employs as many as 40 sub-contractors who are physicians, radiologists, accountants, business development consultants, clerical staff and IT professionals.

Operations

CTS

In the third quarter, focus was put on preparing for the new CTS client hospital, including workflow adjustments, hiring new radiologists and credentialing.  Demand for CTS services with existing clients remained strong with year over year revenue increase as the company continues to meet the needs and requirements of emergency rooms.

SMI

The third quarter continued a strong trend of consistency in patient visits and a slight increase in year over year revenue.  Attention to ensuring community support, building relationships with referring offices and providing the best in patient care continues to be the clinics focus.

PIV, PIN, PIC, (Florida)

The Company closed its Florida operations on April 30^th, 2018.

Overall Operating Results:

For the three months ended September 30, 2018, revenues were $1,385,444 compared to $1,368,771 for the three months ended September 30, 2017, an increase of 1.2% or $16,673. The increase in revenues is primarily from teleradiology services and owing to an increase in readings from existing hospital clients.

For the three months ended September 30, 2018 cost of sales was $959,491, compared to $889,021 for the three months September 30, 2017; an increase of $70,470 or 7.9%. The increase was due to an increase in additional costs directly related to revenue billing activities.

18

Operating expenses for the three months ended September 30, 2018 and 2017 totalled $394,406 and $521,973, respectively, a decrease of $127,567 or 24.4%, owing to the following:

During the three months ended September 30, 2018, we incurred $163,283 in labor expenses as compared to $204,114 for the three months ended September 30, 2017.

During the three months ended September 30, 2018, we incurred $53,409 in general and administrative costs as compared to $94,507 for the three months ended September 30, 2017.  The decrease in general and administrative costs is owing to reduced staff at our head office.

During the three months ended September 30, 2018, we incurred $38,009 in depreciation expense, as compared to $65,996 for the three months ended September 30, 2017. The decrease in depreciation expense is due to equipment being fully depreciated and some equipment disposals.

During the three months ended September 30, 2018, we incurred $69,071 in legal and professional fees compared to $53,329 in the three months ended September 30, 2017.

During the three months ended September 30, 2018 we incurred $15,000 in bad debt expense compared to $8,724 for the three months ended September 30, 2017.

During the three months ended September 30, 2018, we incurred $3,455 in management fees as compared to $5,389 for the three months ended September 30, 2017.

During the three months ended September 30, 2018, we incurred $545 in advertising and promotion, as compared to $11,088 for the three months ended September 30, 2017.

During the three months ended September 30, 2018, we incurred $35,071 for rent, and $12,436 for insurance, as compared to $63,524 in rent and $10,466 in insurance for the three months ended September 30, 2017.

For the three months ended September 30, 2018, net loss was $372,628 as compared to a net loss of $714,301 for the three months ended September 30, 2017, the decrease in net loss is primarily due to the discontinued unprofitable operations in Florida.

For the nine months ended September 30, 2018, revenues were $4,123,560 compared to $3,753,072 for the nine months ended September 30, 2017, an increase of 9.9% or $370,488. The increase in revenue is owing to an increase in readings from existing hospital clients from our Teleradiology business.

For the nine months ended September 30, 2018 cost of sales was $2,732,015, compared to $2,344,982 for the nine months September 30, 2017; an increase of $387,033 or 16.5%. The increase is due to an increase in directly related revenue billing activities.

Operating expenses for the nine months ended September 30, 2018 and 2017 totalled $1,285,599 and $1,525,153, respectively, a decrease of $239,554 or 15.7%, owing to the following:

During the nine months ended September 30, 2018, we incurred $510,959 in labor expenses as compared to $568,991 for the nine months ended September 30, 2017.

During the nine months ended September 30, 2018, we incurred $161,601 in general and administrative costs as compared to $225,553 for the nine months ended September 30, 2017. 

During the nine months ended September 30, 2018, we incurred $107,456 in depreciation expense, as compared to $197,537 for the nine months ended September 30, 2017. The decrease in depreciation expense is due to equipment being fully depreciated and some equipment disposals.

During the nine months ended September 30, 2018, we incurred $226,558 in legal and professional fees compared to $157,221 in the nine months ended September 30, 2017. This was due to increased primarily to increased consulting costs.

During the nine months ended September 30, 2018 we incurred $44,021 in bad debt expense compared to $88,981 for the nine months ended September 30, 2017.

19

During the nine months ended September 30, 2018, we incurred $12,859 in management fees as compared to $13,851 for the nine months ended September 30, 2017.

During the nine months ended September 30, 2018, we incurred $7,181 in advertising and promotion, as compared to $34,965 for the nine months ended September 30, 2017. The decrease was due to closure of our Florida operation and less head office required travelling.

During the nine months ended September 30, 2018, we incurred $158,799 for rent, and $33,301 for insurance, as compared to $180,822 in rent and $31,338 in insurance for the nine months ended September 30, 2017.

For the nine months ended September 30, 2018, net loss was $1,952,311 as compared to a net loss of $1,573,590 for the nine months ended September 30, 2017, the increase in net loss is primarily due to the loss from discontinued operations.

Liquidity and Capital Resources:

The Company used a combination of capital financing and revenues from operations to fund its acquisitions and working capital. The Company from time to time has sold shares of common stock and warrants and issued convertible notes. For the nine months ended September 30, 2018 the Company borrowed $116,619 from its CEO but sold no other shares or debt as compared to the nine months ended September 30, 2017, when it raised $457,225 from the issuance of promissory and $153,000 from convertible notes.

The Company’s operations have produced $1,385,444 and $4,123,560 of revenues for the three and nine months ended September 30, 2018, respectively, which have been used to fund its operating expenses and to reduce its liabilities.

Based on the debt payment obligations of the Company that are due within the next 12 months, there is doubt about its ability to continue as a going concern, and the Company’s continued operations therefore are dependent upon either increasing revenues or adequate additional financing being raised, or both, to enable it to continue its operations as currently conducted. As a result of this and other factors, the report of our independent auditors, dated May 10, 2018, on our consolidated financial statements for the period ended December 31, 2017 included an emphasis of matter paragraph indicating that there is a substantial doubt about the Company’s ability to continue as a going concern.  Alternatively, the Company could adjust some of its operational requirements or modify some of its debt obligations; however, these changes may not necessarily provide sufficient funds to continue as a going concernin the event that the Company is unable to continue as a going concern, it may be forced to realize upon its assets or even elect or be required to seek protection from its creditors as provided by law or be subject to claims by creditors or a general creditor action. To date, management has not considered these alternatives as a likely outcome, since it has continuing revenues from operations and is considering capital raising actions.

As of September 30, 2018, our assets totaled $3,288,393 which consisted of cash balances, accounts receivable, prepaid expenses, deposits, goodwill and property and equipment. As of September 30, 2018, our total liabilities consisted of accounts payable and accrued liabilities of $3,377,552, capital lease obligations of $61,237, promissory notes of $778,373, Royalty financing of $2,751,786 (net of discount), and non-related party convertible notes of $2,313,343. As of September 30, 2018, we had an accumulated deficit of $10,077,666 and a working capital deficit of $8,392,190.

Promissory Notes:

As of September 30, 2018, the Company had promissory notes due to non–related parties for a total amount of $778,373.

On July 28, 2017, the Company’s CTS subsidiary received $291,500 in Canadian funds from the sale of a promissory note to Think Capital. The note calls for daily payment each business day for 248 payments of $1,419 in Canadian funds. On December 6, 2017 the Company’s CTS subsidiary received an additional $93,674 in Canadian funds from a top up transaction for the note which resulted in a payment extension. On March 14, 2018, the Company renegotiated with Think Capital to extend the maturity date of the note and reduce the daily payments to $1,145 each business day.

On July 26, 2017, the Company’s Partners Imaging Center of Naples, LLC subsidiary received $48,000 in exchange for 300 daily payments of $212.80.

20

On May 17, 2017, the Company received $100,000 from forward sale of receivables. In accordance with ASC 860, Transfers and Servicing, (“ASC 860”) the sale of future accounts receivable as per the agreements does not represent a sale of accounts receivable for accounting purposes and as such, the transaction will be presented in the consolidated financial statements as a promissory note. The forward sale of receivable does not carry a security interest and the only recourse is against accounts receivable. The forward sale of receivables calls for eleven monthly payments of $15,000 towards the principal balance and interest starting September 1, 2018

On October 3, 2016, the Company received $113,625 from a promissory note to On Deck Capital Inc from a forward sale of receivables. In accordance with ASC 860, Transfers and Servicing, (“ASC 860”) the sale of future accounts receivable as per the agreements does not represent a sale of accounts receivable for accounting purposes and as such, the transaction will be presented in the consolidated financial statements as a promissory note. The forward sale of receivable does not carry a security interest and the only recourse is against accounts receivable. The forward sale of receivables calls for sixty-five weekly payments of $2,976.92 towards the principal and interest starting October 5, 2016.

On July 1, 2016, the Company received $350,000 from forward sale of receivables. In accordance with ASC 860, Transfers and Servicing, (“ASC 860”) the sale of future accounts receivable as per the agreements does not represent a sale of accounts receivable for accounting purposes and as such, the transaction will be presented in the consolidated financial statements as a promissory note. The forward sale of receivable does not carry a security interest and the only recourse is against accounts receivable. The forward sale of receivables calls for twenty monthly payments of $20,000 towards the principal balance and interest starting August 1, 2016.

On March 22, 2016, the Company sold additional $70,000 in a bridge convertible promissory note to a private investor. The Note pays interest monthly at an annual rate of 12%. As an inducement to purchase the Note, the investor was also given 100,000 shares of common stock of the Company. The Note is due on March 22, 2017 but may be converted into a future financing of notes sold by the Company. On February 28, 2018, the Company renegotiated this note into a note that is convertible at $0.10 per share with a maturity date of February28, 2019 and a new balance of $80,000. The Balance of the note at September 30, 2018 is $74,077, net of $5,923 in unamortized discount.

On March 2, 2016, promissory notes with balance owing of $58,581 as of December 31, 2015, were paid off in full.

On February 25, 2016, the Company sold to Grenville Strategic Royalty Corp. (“Holder”) a convertible note for the principal amount of $500,000. The Note pays interest monthly at an annual rate of 25%. From July 30, 2016 through to August 31, 2017, the Holder may elect to convert the Note into a temporary royalty and receive a monthly payment equal to a specified percentage of the Company’s revenue for the previous month, subject to certain minimum payments, in lieu of interest payments. However, in such case the Company may still buy back the temporary royalty for the original face value of the Note. If the Note is outstanding as of August 31, 2017, then the Note may be converted into a permanent royalty based on the revenues of the Company (the “Royalty”) at the Holder's election, subject to certain minimum payments. The Holder will maintain a security interest in the Company until such time as the Note is retired, the Company raises $1,200,000 in additional capital, or the Note is converted into the Royalty. The balance of the note at September 30, 2018 is $500,000.

On February 23, 2016, the Company sold a bridge convertible promissory note for $100,000 to a private investor. The Note pays interest monthly at an annual rate of 12%. As an inducement to purchase the Note, the investor was also given 100,000 shares of common stock of the Company. The note is due on February 23, 2017 but may be converted into a future financing of notes sold by the Company.

Convertible Notes:

As of September 30, 2018, the Company had convertible notes due to non–related parties for a total amount of $2,313,343.

On July 7, 2017 the Company issued a $153,000 convertible note to a non-affiliate. The note pays interest at a rate of 12% per annum, payable at maturity. The note holder has the right at any time following the initial 180 days of note issuance, to convert all or any part of the outstanding and unpaid principal amount of this note to shares of common stock. The conversion price shall equal the variable conversion price of 65% multiplied by the market price. The market price shall mean the average of the lowest three (3) VWAP’s for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. “VWAP” shall mean the daily dollar volume-weighted average sale price for the common stock on the principal market on any particular trading day. Conversion is subject to limitation of 4.99% beneficial ownership of the outstanding shares of common stock. The notes maturity is January 5, 2019. Prepayment on the note within one hundred twenty-one (121) day from the issue date and ending one hundred eighty (180) days following the issue day is subject to 120% Prepayment amount.

21

On February 17, 2015, the Company issued, through a private placement to an accredited investor, an additional Series C Note in the principal amount of $20,000 and has issued 20,000 shares of common stock of the Company accordingly.

In May 2014, the Company received proceeds of $50,000 through a private placement from an accredited investor, and in June 2014 the Company assigned $25,000 of the SMI acquisition liability that was due as part of SMI acquisition to loans payable. The funds were held in escrow by the Company until the offer and sale was registered with the appropriate state securities regulator and the Series C convertible note was issued to the investors. On August 25, 2014 $75,000 Series C Notes were issued to the investors and 75,000 shares of common stock of the Company were also issued.

On May 22, 2014, the Company issued, through a private placement to accredited investors, three-year 12% convertible notes (“Series C Notes”) in the aggregate principal amount of $95,000. The Series C Notes bear interest at a rate of 12% per annum, payable to the holder at1% per month, with the principal amount due on May 31, 2017. The Series C Notes are convertible into shares of the Company’s common stock at an initial conversion rate of $0.15 per share. In addition, each holder of Series C Notes received shares dependent on the dollar amount of Notes purchased. The total number of shares of common stock issued was 95,000 shares. A detailed schedule of the Series C Notes is presented in Note 6 to the consolidated financial statements. On October 31, 2014, the Company sold, through a private placement to accredited investor, an additional Series C Note in the principal amount of $50,000 and has issued 50,000 shares of common stock of the company accordingly.

On March 26, 2014, the Company issued a $300,000 convertible note to a non-affiliate.  The note pays interest at a rate of 12% per annum, payable to the holder at 1% per month. In addition to interest payments, the Company is making monthly payments of $5,000 towards the principal balance beginning June 1, 2014 until the note due date of February 27, 2018. The note is convertible into common shares of the Company at $0.15 per share. In addition, the purchaser of the note received 300,000 shares as part of the note agreement.  A detailed schedule of this note is presented in Note 6 to the consolidated financial statements. As of September 30 2018, principal balance of the note was $70,082.

On December 5, 2012 and March 27, 2013, the Company sold, through a private placement to accredited investors, three-year 12% convertible notes (“Series B Notes”) in the aggregate principal amount of $1,865,000, and $365,000, respectively. The Series B Notes pay interest at a rate of 12% per annum, payable to the holder at 1% per month, and convertible into common shares of the Company at $0.10 per share. $1,840,000 of the notes mature July 1, 2017, $50,000 mature September 1, 2017, $25,000 mature September 1, 2019, and $100,000 of the notes mature on May 31, 2016.  In addition, each purchaser of the Series B Notes received shares dependent on the dollar amount of Series B Notes purchased. The total number of shares of common stock issued was 5,315,000 shares. A detailed schedule of the Series B Notes is presented in Note 6 to the consolidated financial statements.  $1,840,000 of Series B Notes original maturity was extended to their current maturity of July 1, 2017 in consideration of warrants to purchase shares in equal number of one share for every $1 of note at an exercise price of $0.07 per share, which warrants will be exercisable from November 16, 2015 to and including July 1, 2018. $50,000 of series B Notes original maturity was extended to their current maturity of September 1, 2017 in consideration of warrants to purchase shares in equal number of one share for every $1 of note at an exercise price of $0.07 per share, which warrants will be exercisable from March 25, 2016 to September 1, 2018. $25,000 of series B Notes original maturity was extended to their current maturity of September 1, 2019 in consideration of warrants to purchase shares in equal number of one share for every $1 of note at an exercise price of $0.07 per share, which warrants will be exercisable from March 25, 2016 to September 1, 2019.

Royalty Financing:

A royalty financing arrangement was entered on October 31, 2014 with Grenville Strategic Royalty Corp.  The royalty was purchased for $2,000,000 in return for a series of payments based on a percentage of certain revenue items of the Company.  The Company and the royalty holder may agree to a subsequent increase in the amount of the royalty purchase by up to an additional $1,000,000.  The royalties are payable monthly, subject to an agreed upon minimum amount.  The royalty holder may advance additional sums in which case the royalty payment percentage and minimum amounts will be adjusted. The royalty payments will extend for a period of up to 10 years, which may be shortened if, depending on the amount of the royalty purchase, the Company has paid an agreed upon aggregate royalty amount.  The Company has certain rights to buy out the royalty payments, including in the event of a change of control of the Company, which are calculated based on a variable formula at a multiple of the purchase amount and other factors.

The Company intends to explore capital raising options in the near term which may include the issuance of additional debt and the sale of equity or equity based securities.  The Company has no agreements or arrangements for additional capital at this time.  There can be no assurance that it will be able to raise additional capital, or if funds are offered, that they will on terms acceptable to the Company. A substantial amount of the assets of the Company, held through its subsidiaries, are pledged to secure certain debt; therefore, the ability of the Company to issue secured debt may be limited or require waivers or modifications to the current outstanding debt, which the current lenders do not have to provide.

22

Off Balance Sheet Arrangements

None.

New Accounting Pronouncements

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s condensed consolidated financial position, results of operations or cash flows.

Item 3 – Quantitative and Qualitative Analysis of Market Risks

There are no material changes in the market risks faced by us from those reported in our Annual Report on Form 10-K for the year ended December 31, 2017.

Item 4T. – Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the Company’s reports filed under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this quarterly report, management carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

Limitations on Effectiveness of Controls and Procedures

Our management, which includes our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected.  These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.  Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Controls over Financial Reporting

In connection with the evaluation of our internal controls, our principal executive officer and principal financial officer have determined that during the period covered by this quarterly report, there have been no changes to our internal controls over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

23

PART II

ITEM 1. Legal Proceedings

N/A

ITEM 1A. Risk Factors

Not Applicable

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

None

ITEM 3. Defaults Upon Senior Securities

None

ITEM 4. Mine Safety Disclosures

None

ITEM 5. Other Information

None

ITEM 6. Exhibits

(a) Exhibits.

Exhibit No.	Description
31.1	Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002*
31.2	Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002*
32.1	Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002*

* Filed herewith.

24

In accordance with 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.

MEDICAL IMAGING CORP.
By:	/s/ Mitchell Geisler
	Mitchell Geisler
	Chief Executive Officer & Chief Financial Officer (Principal Financial Officer)
Date:	December 19, 2018

25

EX-31

Exhibit 31.1

Certification of Principal Executive Officer

I, Mitchell Geisler, certify that:

1.

I have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2018 of Medical Imaging 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 officer(s) 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 officer(s) 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:   December 19, 2018

By:	/s/ Mitchell Geisler
	Mitchell Geisler Chief Executive Officer

EX-31

Exhibit 31.2

Certification of Principal Financial Officer

I, Richard Jagodnik, certify that:

1

I have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2018 of Medical Imaging 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 officer(s) 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 officer(s) 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:   December 19, 2018

By:	/s/ Richard Jagodnik
	Richard Jagodnik Chief Financial Officer

EX-32

Exhibit 32.1

Certification Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Medical Imaging Corp. (the “Company”) for the period ended September 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Mitchell Geisler, as Chief Executive Office of the Company, and Richard Jagodnik, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of each such officer’s knowledge:

(1)           The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

(2)           The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Mitchell Geisler
	Mitchell Geisler Chief Executive Officer

Date: December 19, 2018

By:	/s/ Richard Jagodnik
	Richard Jagodnik Chief Financial Officer

Date: December 19, 2018

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Dec. 06, 2018
Document And Entity Information
Entity Registrant Name	MEDICAL IMAGING CORP.
Entity Central Index Key	0001370804
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity's Reporting Status Current?	Yes
Is Entity Emerging Growth Company?	false
Elected Not To Use the Extended Transition Period	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Common Stock, Shares Outstanding		44,136,209
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2018

XML

Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Current Assets
Cash and Cash Equivalents	$ 18,224	$ 35,868
Accounts Receivable, net of allowance for doubtful accounts	664,886	669,814
Prepaid Expenses	52,044	9,835
Current assets of discontinued operations	228,600	317,418
Total Current Assets	963,754	1,032,935
Property and Equipment, net of accumulated depreciation	877,042	955,874
Goodwill	1,422,670	1,422,670
Deposits	16,825	17,003
Noncurrent assets of discontinued operations	8,102	763,145
TOTAL ASSETS	3,288,393	4,191,627
Current Liabilities
Bank Overdraft	144,163	0
Accounts Payable	1,782,227	1,705,225
Accrued Liabilities	1,451,162	918,741
Advance due to related party	116,619	0
Current Portion of Capital Lease Obligations	55,048	76,109
Current Portion of Promissory Notes	178,373	255,523
Current Portion of Promissory Notes, Overdue	600,000	782,000
Current Portion of Royalty Financing	1,753,637	1,324,768
Current Portion of Convertible Notes	167,024	145,131
Current Portion of Convertible Notes, Overdue	2,146,319	2,086,000
Derivative Liability	99,651	0
Current liabilities of discontinued operations	861,722	733,839
Total Current Liabilities	9,355,945	8,027,336
Long Term Liabilities
Capital Lease Obligations, less current portion	6,189	44,994
Promissory Notes, less current portion, net of unamortized discounts	0	100,000
Royalty Financing, less current portion, net of unamortized discounts	998,149	1,108,015
Convertible Notes, less current portion, net of unamortized discounts	0	178,000
Noncurrent liabilities of discontinued operations	12,005	58,741
Total Liabilities	10,372,288	9,517,086
Commitments and Contingencies
Stockholders' Deficit
Preferred Stock	0	0
Common Stock	40,137	33,297
Additional Paid-In Capital	2,778,241	2,591,206
Accumulated Other Comprehensive Income	175,393	184,054
Accumulated Deficit	(10,077,666)	(8,134,016)
Total Stockholders' Deficit	(7,083,895)	(5,325,459)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 3,288,393	$ 4,191,627

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Consolidated Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Preferred stock, par value in dollars	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value in dollars	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	40,136,209	33,296,481
Common stock, shares outstanding	40,136,209	33,296,481
Doubtful accounts, accounts receivable	$ 310,275	$ 266,254
Accumulated depreciation, property and equipment	1,224,869	1,119,308
Promissory Notes
Unamortized discount, current	62,493	74,800
Unamortized discount, noncurrent	0	65,000
Royalty Financing
Unamortized discount, current	425,337	425,337
Unamortized discount, noncurrent	4,133,153	4,452,157
Convertible Note
Unamortized discount, current	32,977	0
Unamortized discount, noncurrent	$ 0	$ 188

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Consolidated Statements of Comprehensive Income (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Income Statement [Abstract]
Sales	$ 1,385,444	$ 1,368,771	$ 4,123,560	$ 3,753,072
Cost of Sales	959,491	889,021	2,732,015	2,344,982
Gross Margin	425,953	479,750	1,391,545	1,408,090
Operating Expenses:
Labor	163,283	204,114	510,959	568,991
Legal and Professional	69,071	53,329	226,558	157,221
General and Administrative	53,409	94,507	161,601	225,553
Rent Office Space and Servers	35,071	63,524	158,799	180,822
Depreciation	38,009	65,996	107,456	197,537
Bad Debt Expense	15,000	8,724	44,021	88,981
Insurance	12,436	10,466	33,301	31,338
Travel	4,127	4,836	22,864	25,894
Management Fees	3,455	5,389	12,859	13,851
Advertising	545	11,088	7,181	34,965
Total Operating Expenses	394,406	521,973	1,285,599	1,525,153
Income (Loss) from Operations	31,547	(42,223)	105,946	(117,063)
Other Income and (Expenses):
Amortization of Debt Discount	(163,036)	(172,689)	(535,449)	(485,699)
Interest & Penalties Expense	(183,712)	(126,534)	(497,390)	(404,914)
Derivative Liability Gains (Losses)	8,119	0	(17,526)	0
Foreign Currency Gains (Losses)	(37,856)	(11,438)	(40,886)	(74,140)
Provision for Income Taxes	0	0	0	0
Other Income	(17)	(964)	1,225	22,266
Total Other Income (Expenses)	(376,502)	(311,625)	(1,090,026)	(942,487)
Loss from continuing operations	(344,955)	(353,848)	(984,080)	(1,059,550)
Loss from discontinued operations, net	14,439	(347,958)	(959,570)	(556,357)
Total Other Comprehensive Income (Loss)	0	0	0	0
Foreign Currency Translation gain (loss)	(42,112)	(12,495)	(8,661)	42,317
Total Comprehensive Loss	$ (372,628)	$ (714,301)	$ (1,952,311)	$ (1,573,590)
Basic and Diluted Loss per Share from continuing operations	$ (0.009)	$ (0.012)	$ (0.028)	$ (0.039)
Basic and Diluted Loss per Share from discontinued operations	0	(0.011)	(0.027)	(0.021)
Basic and Diluted Loss per Share from Consolidated Operations	$ (0.009)	$ (0.021)	$ (0.055)	$ (0.058)
Weighted Average Shares Outstanding - Basic and Diluted	40,136,209	30,532,982	35,601,441	27,048,006

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Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$ (984,080)	$ (1,059,550)
Adjustments to Reconcile Net Loss to Net Cash from Operating Activities:
Loss from discontinued operations, net	(959,570)	(556,357)
Depreciation	107,456	440,469
Fixed Asset - Write Off	0	99,432
Bad Debt Expense	44,021	98,831
Amortization of Debt Discount	535,449	487,705
Stock-based compensation	0	62,850
Foreign currency transaction (Gain) Loss	700	1,852
Derivative Liability	208,731	0
Derivative Liability (Gain) Loss	(38,205)	0
Changes in operating assets and liabilities:
Accounts Receivable, Net of Allowance for Doubtful Accounts	(39,093)	(187,954)
Prepaid Expenses	(42,209)	10,615
Accounts Payable and Accrued Liabilities	609,423	434,994
NET CASH AND CASH EQUIVALENTS FROM OPERATING ACTIVITIES	(557,377)	(167,113)
CASH FLOWS FROM INVESTING ACTIVITIES:
Equipment Purchase	(29,146)	(16,811)
NET CASH FROM INVESTING ACTIVITIES	(29,146)	(16,811)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related party	116,619	0
Bank Overdraft	144,163	0
Proceeds from Promissory Notes	0	409,225
Proceeds from Convertible Debt	0	153,000
Principal Payments on Promissory Notes	(493,384)	(353,501)
Principal Payments on Convertible Notes	(55,000)	(35,000)
Principal Payments on Capital Lease Obligations	(59,866)	(57,357)
NET CASH AND CASH EQUIVALENTS FROM FINANCING ACTIVITIES	(347,468)	116,367
CASH FLOWS FROM DISCONTINUED OPERATIONS
Net cash provided by operating activities of discontinued operations	345,315	128,582
Net cash provided by investing activities of discontinued operations	648,421	(167,528)
Net cash provided by financing activities of discontinued operations	(68,728)	2,877
NET CASH USED IN DISCONTINUED OPERATIONS	925,008	(36,069)
Gain (Loss) due to foreign currency translation	(8,661)	42,317
NET CHANGE IN CASH AND CASH EQUIVALENTS	(17,644)	(61,309)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	35,868	85,455
CASH AND CASH EQUIVALENTS AT END OF PERIOD	18,224	24,146
Cash paid during the year for:
Interest	90,052	91,052
Income Taxes	0	0
Non-cash financing and investing activities:
Shares Issued for Convertible Note	88,000	112,240
Derivative	0	0
Acquisition Liability Assigned to Loan Payable	0	0
Acquisition Liability Assigned to Promissory Note	0	0
Equipment purchased under Capital Lease	0	55,968
Accrued Interest converted to Note	$ 0	$ 0

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Organization and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Summary of Significant Accounting Policies

Note 1.  Organization and Summary of Significant Accounting Policies

Organization and Basis of Presentation

Medical Imaging Corp., (“MIC” or the “Company”), a Nevada Corporation was incorporated in 2000. In 2005, the Company developed a business plan for private healthcare opportunities in Canada with the objective of owning and operating private diagnostic imaging clinics. In 2009, the Company purchased Canadian Teleradiology Services Inc., which operates as: Custom Teleradiology Services (“CTS”). CTS provides remote reading of medical diagnostic imaging scans for rural hospitals and clinics in Canada. In early 2010, the Company modified its business plan to grow its CTS subsidiary while commencing the acquisition of existing full service imaging clinics located in the United States and exploring the development of new diagnostic imaging technology. In 2012, the Company purchased Schuylkill Open MRI Inc., which operates as: Schuylkill Medical Imaging (“SMI”), an independent diagnostic imaging facility located in Pottsville, Pennsylvania. In 2014, the Company purchased Partners Imaging Center of Venice, LLC (“PIV”) located in Venice, Florida; Partners Imaging Center of Naples, LLC (“PIN”) located in Naples, Florida; and Partners Imaging Center of Charlotte, LLC (“PIC”) located in Port Charlotte, Florida. On April 30, 2018 the Company closed PIV, PIN and PIC.

Basis of Presentation

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end is December 31.

Principle of Consolidation

The consolidated financial statements include the accounts of Medical Imaging, Corp., and its wholly-owned subsidiaries, CTS, SMI, PIV, PIN, and PIC. Intercompany accounts and transactions have been eliminated in the consolidated financial statements. CTS’, SMI’s, PIV’s, PIN’s, and PIC’s accumulated earnings prior to their acquisitions are not included in the consolidated balance sheet.

Use of Estimates and Assumptions

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the consolidated financial statements are published, and (iii) the reported amount of net sales, expenses and costs recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of consolidated financial statements; accordingly, actual results could differ from these estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.  At September 30, 2018, and December 31, 2017, cash includes cash on hand and cash in the bank.

Accounts Receivable Credit Risk

The allowance for doubtful accounts is maintained at a level sufficient to provide for estimated credit losses based on evaluating known and inherent risks in the receivables portfolio.

Management evaluates various factors including expected losses and economic conditions to predict the estimated realization on outstanding receivables.

As of September 30, 2018 and December 31, 2017, the allowance for doubtful accounts from direct billings was $310,275 and $266,254, respectively.

Although the gross receivable balance has increased significantly, management is actively pursuing collection efforts directly with patients and insurance payers and believes that the current allowance for doubtful accounts is sufficient to cover any expected losses.

Goodwill and Indefinite - Lived Intangible Assets

The Company follows the provisions of Financial Accounting Standard Accounting Standards Codification (“ASC”) 350, Goodwill and Other Intangible Assets. In accordance with ASC 350, goodwill, representing the excess of the purchase price and related costs over the value assigned to net tangible and identifiable intangible assets of businesses acquired and accounted for under the purchase method, acquired in business combinations is assigned to reporting units that are expected to benefit from the synergies of the combination as of the acquisitions date. Under this standard, goodwill and intangibles with indefinite useful lives are not amortized.  The Company assesses goodwill and indefinite-lived intangible assets for impairment annually, or more frequently if events and circumstances indicate impairment may have occurred in accordance with ASC 350. If the carrying value of a reporting unit's goodwill exceeds its implied fair value, the Company records an impairment loss equal to the difference. ASC 350 also requires that the fair value of indefinite-lived purchased intangible assets be estimated and compared to the carrying value. The Company recognizes an impairment loss when the estimated fair value of the indefinite-lived purchased intangible assets is less than the carrying value. If the implied fair value of goodwill is lower than its carrying amount, goodwill impairment is indicated and goodwill is written down to its implied fair value. Subsequent increases in goodwill value are not recognized in the consolidated financial statements.

The Company recognized a goodwill impairment charge of $555,000 with regards to the closure of its three Florida centers in April of 2018. No goodwill impairment was recognized during 2017.

Revenue Recognition

The Company holds contracts with several hospitals and groups of health care facilities to provide Teleradiology services for a specific period of time. The Company bills for services rendered on a monthly basis.  For the three and nine months ended September 30, 2018, CTS held six contracts; four contracts that are renewable on a year-to-year basis and one contract that automatically renewed in 2017 for a successive one year term, and one to be renewed in 2018. In accordance with the requirement of Staff Accounting Bulletin (“SAB”) 104, the Company recognizes revenue when: (1) persuasive evidence of an arrangement exists (contracts); (2) delivery has occurred (monthly); (3) the seller’s price is fixed or determinable (per the customer’s contract, and services performed); and (4) collectability is reasonably assured (based upon our credit policy).

Revenue is accounted for under the guidelines established by SAB 101, Revenue Recognition in Financial Statements, and ASC 605, Revenue Recognition. For CTS, the Company has the following indicators of gross revenue reporting: (1) CTS is the primary obligator in the provision of services to the Hospitals under contract, (2) CTS has latitude in establishing price, and negotiating contracts with each hospital, (3) CTS negotiates and determines the service specification to be provided to each hospital client, (4) CTS has complete discretion in supplier selection, and (5) CTS has the credit risk. Accordingly, the Company records CTS revenue at gross. For SMI, PIV, PIN, and PIC, revenue is recognized on the date of service and recorded on an aggregate monthly basis.

Cost of Sales

Cost of sales includes fees paid to radiologists for reading services, transcription fees, equipment repairs, system license and usage costs.

Impairment of Long-Lived Assets

In accordance with ASC 360, Property, Plant and Equipment, property, equipment, and purchased intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Goodwill and other intangible assets are tested for impairment at least annually.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Stock Based Compensation

The Company follows ASC 718, Stock Compensation; a fair value calculation is performed by the Company to establish the “grant date fair value” of each award which will also be the amount recorded by the Company as stock based compensation expense pursuant to the guidance set forth in ASC 718 to produce an estimated fair value.

The Company measures all share-based payments to employees (which includes non-employee Board of Directors), including employee stock options, warrants and restricted stock, at the fair value of the award and expenses it over the requisite service period (generally the vesting period). The fair value of common stock options or warrants granted to employees is estimated at the date of grant using the binomial option pricing model (“BOPM”). The calculation also takes into account the common stock fair market value at the grant date, the exercise price, the expected life of the common stock option or warrant, the dividend yield and the risk-free interest rate.

The Company from time to time may issue stock options, warrants and restricted stock to acquire goods or services from third parties. Restricted stock, options or warrants issued to other than employees or directors are recorded on the basis of their fair value. The options or warrants are valued using the BOPM on the basis of the market price of the underlying equity instrument on the “valuation date,” which for options and warrants related to contracts that have substantial disincentives to non-performance, is the date of the contract, and for all other contracts is the vesting date. Expenses related to the options and warrants are recognized on a straight-line basis over the period which services are to be received.

There was no stock-based compensation expense to non-employees for the three months ended September 30, 2018, and 2017.

There was no stock-based compensation expense to employees for the three months ended September 30, 2018 and June 30, 2017.

There was no stock-based compensation expense to non-employees for the nine months ended September 30, 2018, and 2017.

There was no stock-based compensation expense to employees for the nine months ended September 30, 2018. For the nine months ended September 30, 2017, the Company recognized stock-based compensation expenses of $8,500 from stock options and $30,600 from stock granted to employees. The options were valued using the BOPM and included in the labor operating expenses in the consolidated statements of operations.

Fair Value of Financial Instruments

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties other than in a forced sale or liquidation.

The carrying amounts of the Company’s financial instruments, including cash, accounts receivable, prepaid expenses, accounts payable, accrued liabilities and notes and loans payable approximate fair value due to their most maturities.

Fair Value Measurements

The Company follows ASC 820, Fair Value Measurements and Disclosures, for disclosures about fair value of its financial instruments and to measure the fair value of its financial instruments. ASC 820 establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by ASC 820 are described below:

Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2 pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3 pricing inputs that are generally observable inputs and not corroborated by market data.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values because of the short maturity of these instruments.

The Company does not have assets and liabilities that are carried at fair value on a recurring basis.

Foreign Currency Translation

The Company’s functional currency for its wholly-owned subsidiary, CTS, is the Canadian dollar, and their financial statements have been translated into U.S. dollars. The Canadian dollar based accounts of the Company’s foreign operations have been translated into United States dollars using the current rate method. Assets and liabilities of those operations are translated into U.S. dollars using exchange rates as of the balance sheet date; income and expenses are translated using the weighted average exchange rates for the reporting period. Translation adjustments are recorded as accumulated other comprehensive income (loss), a separate component of stockholders’ equity.

The Company recognized a foreign currency gain (loss) on transactions from operations of $(37,856) for the three months ended September 30, 2018 and $(11,438) for the three months ended September 30, 2017.

The Company recognized other comprehensive income (loss) of $(42,112) for the three months ended September 30, 2018 and $(12,495) for the three months ended September 30, 2017.

The Company recognized a foreign currency gain (loss) on transactions from operations of $(40,886) for the nine months ended September 30, 2018 and $(74,140) for the nine months ended September 30, 2017.

The Company recognized other comprehensive income (loss) of $(8,661) for the nine months ended September 30, 2018 and $42,317 for the nine months ended September 30, 2017.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, Income Taxes.  This statement prescribes the use of the asset and liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

Net Income (Loss) Per Share

The Company follows the provisions of ASC 260, Earnings per Share.  Basic net income (loss) per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Basic and diluted losses per share are the same as all potentially dilutive securities are anti-dilutive.

Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock or conversion of notes into shares of the Company’s common stock that could increase the number of shares outstanding and lower the earnings per share of the Company’s common stock. This calculation is not done for periods in a loss position as this would be antidilutive.

Recent Accounting Updates

The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.

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Interim Financial Statements

9 Months Ended

Sep. 30, 2018

Quarterly Financial Information Disclosure [Abstract]

Interim Financial Statements

Note 2. Interim Financial Statements

The accompanying interim unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month period ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. For further information, refer to the financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

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Discontinued Operations

9 Months Ended

Sep. 30, 2018

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Note 3. Discontinued Operations

On April 30, 2018, the Company ceased operations of its three Florida locations; PIV, PIC and PIN. These closures met the criteria to be reported as discontinued operations, as these changes had a major effect on the Company’s operations and financial results.

Therefore, the results of discontinued operations for the three and nine months ended September 30, 2018 and 2017 include the historical results of the centers prior to their closure on April 30, 2018.

Assets and liabilities of discontinued operations are summarized below:

	September 30		December 31
	2018		2017
Assets of Discontinued Operations
Cash and Cash Equivalents	$	-	$	(912)
Accounts Receivable, net of Allowance for Doubtful accounts of $348,025, and $330,612, respectively		212,047		275,578
Prepaid Expenses		14,729		42,752
Total Current Assets	$	226,776	$	317,418
Property and Equipment, net of Accumulated Depreciation of $nil and $866,100, respectively		-		755,043
Deposits		8,102		8,102
TOTAL ASSETS	$	234,878	$	1,080,563
Liabilities of Discontinued Operations
Bank Overdraft	$	16,603	$	-
Accounts Payable		766,058		603,051
Accrued Expenses		12,216		31,396
Current Portion of Capital Lease Obligations		63,502		67,392
Current Portion of Promissory Notes		2,554		32,000
Total Current Liabilities	$	860,933	$	733,839
Capital Lease Obligations, less current portion		12,006		58,741
TOTAL LIABILITIES	$	872,939	$	792,580

Summarized results of the Company’s discontinued operations are as follows:

	Three Months Ended				Nine Months Ended
	September 30		September 30		September 30		September 30
	2018		2017		2018		2017
Revenue:
Sales	$	-	$	432,087	$	857,030	$	1,643,085
Cost of sales		2,714		222,576		475,291		780,931
Gross Margin		(2,714)		209,511		381,739		862,154
Operating Expenses		(21,101)		455,264		654,199		1,318,881
Income (Loss) from Operations		18,387		(245,753)		(272,460)		(456,727)
Total Other Income (Expenses)		(3,945)		(102,205)		(687,110)		(99,630)
Loss from discontinued operations		14,442		(347,958)		(959,570)		(556,357)

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Property and Equipment

9 Months Ended

Sep. 30, 2018

Property, Plant and Equipment [Abstract]

Property and Equipment

Note 4. Property and Equipment

Property and equipment are stated at cost.  Depreciation is calculated using the straight - line method over the estimated useful life of the assets. At September 30, 2018 and December 31, 2017, the major class of property and equipment were as follows:

		September 30,		December 31,
		2018		2017	Estimated useful lives
Computer/Office Equipment	$	125,085	$	111,844	3-7 years
Medical Equipment		818,001		818,001	3-7 years
Leasehold Improvements		857,676		843,781	5-39 years
Computer/Office Equipment under capital lease		165,831		186,113	3-5 years
Medical Equipment under capital lease		135,319		115,444	5 years
Less: Accumulated Depreciation		(1,224,869)		(1,119,308)
Net Book Value	$	877,042	$	955,874

Depreciation expense was $38,009 and $65,996 for the three months ended September 30, 2018 and 2017, respectively.

Depreciation expense was $107,456 and $197,537 for the nine months ended September 30, 2018 and 2017, respectively.

For the nine months ending September 30, 2018 the Company has made purchases of $13,895 in equipment, $0 in leasehold improvements, and $15,900 in computer/office equipment.

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Operating Lease Commitments

9 Months Ended

Sep. 30, 2018

Leases [Abstract]

Operating Lease Commitments

Note 5.  Operating Lease Commitments

CTS has a lease commitment for its office space in Toronto, Canada of approximately $2,600 minimum rental per month, not including utilities, realty taxes, and operating costs. The lease will expire April 30, 2021.

Expected lease commitments as of September 30, 2018:

Year	Total
2018	$	7,800
2019		31,200
2020		31,200
2021		10,400
2022		-
Thereafter		-
	$	80,600

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Capital Lease Obligations

9 Months Ended

Sep. 30, 2018

Leases [Abstract]

Capital Lease Obligations

Note 6. Capital Lease Obligations

A detailed summary of the capital lease obligations is as follows:

Description	Monthly payments		Maturity Date	APR		30-Sep-18		December 31, 2017 Balance
SMI X-Ray Machine	$	1,495	15-Aug-19	6.32	%	$	15,941	$	28,315
SMI PACS/RIS System		3,115	1-Nov-19	5.69			42,098		67,725
SMI Copier		135	1-Aug-18	27.63			(0)		976
SMI Ascentrium		2,450	18-Nov-18	21.48			3,195		22,924
PIV,PIN,PIC PACS/RIS		3,094	1-Jan-20	4.22			48,056		73,925
PIV,PIN,PIC Digital Printers		423	24-Feb-19	9.9			2,062		5,568
CTS Computer		-	2-Feb-18	2.25			(0)		1,163
PIN CT Lease		2,332	1-Aug-19	0	%		25,652		46,640
Total	$	13,044				$	137,004	$	247,236

*Annual Percentage Rate (“APR”).

Minimum future lease payments under the capital leases as of September 30, 2018, are as follow:

Minimum Lease Payments	Total
2018	$	36,277
2019		102,855
2020		3,094
Total minimum lease payments		142,226
Less amount representing interest		5,638
Present value of minimum lease payments		136,588
Less current portion of minimum lease payments		118,620
Long-term capital lease obligations	$	17,968

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Promissory Notes

9 Months Ended

Sep. 30, 2018

Debt Disclosure [Abstract]

Promissory Notes

Note 7. Promissory Notes

A detailed summary of the promissory notes is as follows:

Issuance Date	Maturity Date	APR		Payment Amount	Payments Frequency	September 30, 2018 Face Value Balance		December 31, 2017 Face Value Balance
16-Feb-16	23-Feb-17	12.00	%	1,000	Monthly	$	100,000	$	100,000
22-Feb-16	31-Aug-17	25.00	%	10,417	Monthly		500,000		500,000
22-Mar-16	22-Mar-17	12.00	%	-	Monthly		-		70,000
1-Jul-16	1-Aug-17	20.00	%	20,000	Monthly		36,000		160,000
18-May-17	1-Jul-19	20.00	%	15,000	Monthly*		100,000		165,000
8-Sep-17	30-Mar-18	19.00	%	3,667	Weekly		-		44,741
11-Jan-18	27-Jul-18	18.00	%	3,788	Weekly		-		-
28-Jul-17	26-Jul-18	39.00	%	1,419	Daily		-		237,584
20-Mar-18	19-Mar-19	39.00	%	1,145	Daily		101,984		-
7-Aug-17	16-Oct-18	33.00	%	213	Daily		2,554		42,560
Total Face Value							840,538		1,319,885
Unamortized Discount							(62,165)		(150,360)
Total						$	778,373	$	1,169,525

*Scheduled monthly payments of $15,000 for promissory note issued on May 18, 2017 will begin September 1, 2018.

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Convertible Notes

9 Months Ended

Sep. 30, 2018

Debt Disclosure [Abstract]

Convertible Notes

Note 8. Convertible Notes

On February 28, 2018, the Company renegotiated a promissory note previously issued on March 22, 2016 into a note that is convertible at $0.10 per share with a maturity date of February28, 2019 and a new balance of $80,000. The Balance of the note at September 30, 2018 is $74,077, net of $5,923 in unamortized discount. The note was originally $70,000 and sold on March 22, 2016 to a private investor. The Note pays interest monthly at an annual rate of 12%. As an inducement to purchase the Note, the investor was also given 200,000 shares of common stock of the Company.

On July 7, 2017 the Company issued a $153,000 convertible note to a non-affiliate. The note pays interest at a rate of 12% per annum, payable at maturity. The note holder has the right at any time following the initial 180 days of note issuance, to convert all or any part of the outstanding and unpaid principal amount of this note to shares of common stock. The conversion price shall equal the variable conversion price of 65% multiplied by the market price. The market price shall mean the average of the lowest three (3) VWAP’s for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. “VWAP” shall mean the daily dollar volume-weighted average sale price for the common stock on the principal market on any particular trading day. Conversion is subject to limitation of 4.99% beneficial ownership of the outstanding shares of common stock. The notes maturity is January 5, 2019. Prepayment on the note within one hundred twenty-one (121) day from the issue date and ending one hundred eighty (180) days following the issue day is subject to 120% Prepayment amount.

On December 5, 2012 and March 27, 2013, the Company sold, through a private placement to accredited investors, three-year 12% convertible notes (“Series B Notes”) in the aggregate principal amount of $1,865,000, and $365,000, respectively. The Notes pay interest at a rate of 12% per annum, payable to the holder at 1% per month, and are convertible into common shares of the Company at $0.10 per share. In addition, each purchaser of the Notes received shares dependent on the dollar amount of Notes purchased. The total number of shares of common stock issued was 5,315,000 shares.

On December 1, 2015, the holders of $1,840,000 Series B Notes have agreed to extend the maturity date of the debt outstanding to July 1, 2017 from its original maturity date of December 31, 2015. As part of the extension the Company issued warrants to entitle the holders to purchase up to 1,840,000 shares of common stock at an exercise price of $0.07 per share at any time from December 1, 2015 to July 1, 2018. The Company has valued the warrants at $0.0058 per issued share and recorded a total discount of $10,672 to be amortized over the 18-month extension period.

On March 31, 2016, the holders of $50,000 Series B Notes have agreed to extend the maturity date of the debt outstanding to September 1, 2017 from its original maturity date of March 31, 2016. As part of the extension the Company issued warrants to entitle the holders to purchase up to 50,000 shares of common stock at an exercise price of $0.07 per share at any time from March 31, 2016 to September 30, 2018. The Company has valued the warrants at $0.00278 per issued share and recorded a total discount of $139 to be amortized over the 18-month extension period.

On March 31, 2016, the holder of $25,000 Series B Notes has agreed to extend the maturity date of the debt outstanding to September 1, 2019 from its original maturity date of March 31, 2016. As part of the extension the Company issued warrants to entitle the holders to purchase up to 25,000 shares of common stock at an exercise price of $0.07 per share at any time from March 31, 2016 to September 30, 2019. The Company has valued the warrants at $0.00583 per issued share and recorded a total discount of $146 to be amortized over the 30-month extension period.

On May 22, 2014, the Company sold, through private placement to accredited investors, three-year 12% convertible notes (“Series C Notes”) in the aggregate principal amount of $95,000. The Notes bear interest at a rate of 12% per annum, payable to the holder at1% per month, with the principal amount due on May 31, 2017. The Notes are convertible into shares of the Company’s common stock at an initial conversion rate of $0.15 per share. In addition, each holder of Series C Notes received shares dependent on the dollar amount of Notes purchased. On August 25, 2014, October 31, 2014 and February 17, 2015, the Company sold an additional $75,000, $50,000 and $20,000, respectively of Series C Notes. The total number of shares of common stock issued was 240,000 shares.

On March 26, 2014, the Company issued a $300,000 convertible note to a non-affiliate.  The note pays interest at a rate of 12% per annum, payable to the holder at 1% per month. In addition to interest payments, the Company is making monthly payments of $5,000 towards the principal balance beginning June 1, 2014 until the note due date of February 28, 2018. The note is convertible into common shares of the Company at $0.15 per share. In addition, the purchaser of the note received 300,000 shares as part of the note agreement.  As of September 30, 2018, principal balance of the note was $70,082.

In accordance with ASC 470, Debt with conversion and other options, on issuance of the shares, the Company recognized additional paid-in capital and a discount against the notes for a total of $183,000.  Amortization of the discount for the nine months ended September 30, 2018 and 2017 was $156,037 and $4,587, respectively.

In accordance with ASC 480, Distinguishing Liabilities from Equity, the Company determined that the warrants are a freestanding instrument based on the following:

•    The debt can be transferred without the transfer of the warrants.

•    The warrants can be transferred without the transfer of the debt.

•    The warrants can be exercised while debt still outstanding.

In accordance with ASC 470, if the warrants are classified as equity, then the proceeds should be allocated based on the relative fair values of the base instrument and the warrants were valued at $0.0058 per issued share and recorded a total discount of $10,672 to be amortized over 18 months’ extension period. Amortization of the discount for the nine months ended September 30, 2018 and 2017 was $0 and $3,545, respectively.

Issuance Date	Maturity Date	APR		Conversion Rate		Monthly Payment		September 30, 2018 Face Value Balance		December 31, 2017 Face Value Balance
3-Dec-12	1-Jul-17	12.0	%	$	0.10	$	250	$	25,000	$	25,000
25-Jan-18	1-Aug-18	12.0			0.01		750		45,000		75,000
3-Dec-12	1-Jul-17	12.0			0.10		250		50,000		50,000
3-Dec-12	1-Jul-17	12.0			0.10		260		26,000		26,000
3-Dec-12	1-Jul-17	12.0			0.10		250		25,000		25,000
3-Dec-12	1-Jul-17	12.0			0.10		250		25,000		25,000
3-Dec-12	1-Jul-17	12.0			0.10		250		25,000		25,000
3-Dec-12	1-Jul-17	12.0			0.10		15,000		1,500,000		1,500,000
3-Dec-12	1-Jul-17	12.0			0.10		500		50,000		50,000
3-Dec-12	1-Jul-17	12.0			0.10		150		15,000		15,000
3-Dec-12	1-Jul-18	12.0			0.01		-		237		237
27-Mar-13	30-Sep-17	12.0			0.10		250		25,000		25,000
27-Mar-13	30-Sep-17	12.0			0.10		250		25,000		25,000
27-Mar-13	30-Sep-19	12.0			0.10		250		25,000		25,000
22-May-14	31-May-17	12.0			0.15		500		50,000		50,000
22-May-14	31-May-17	12.0			0.15		225		22,500		22,500
22-May-14	31-May-17	12.0			0.15		225		22,500		22,500
25-Aug-14	31-Jul-17	12.0			0.15		500		50,000		50,000
25-Aug-14	31-Jul-17	12.0			0.15		250		25,000		25,000
31-Oct-14	31-Oct-17	12.0			0.15		500		50,000		50,000
17-Feb-15	17-Feb-18	12.0			0.15		200		20,000		20,000
1-Mar-18	28-Feb-19	12.0			0.1		800		80,000		-
26-Mar-14	28-Feb-18	12.0			0.15		5,701		70,082		125,082
7-Jul-17	5-Jan-19	12.0			Variable		-		95,000		153,000
Total Face Value								$	2,346,319	$	2,409,319
Unamortized Discount									(32,976)		(188)
Total								$	2,313,343	$	2,409,131

Following are maturities of the long –term debt as of September 30, 2018:

	Principal Payments
Overdue	$	2,146,319
2019		200,000
2020		-
Total	$	2,346,319

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Royalty Financing

9 Months Ended

Sep. 30, 2018

Payables and Accruals [Abstract]

Royalty Financing

Note 9. Royalty Financing

On October 31, 2014, the Company entered into a royalty purchase agreement with Grenville Strategic Royalty Corp. (“Grenville”) for the amount of $2,000,000. The agreement calls for a monthly payment to Grenville based on a percentage of the total of certain revenue items and subject to a minimum payment amount until $8,000,000 has been paid. The amount financed is recorded net of discount to be amortized during the term. For the nine months ended September 30, 2018 and 2017, the Company has recorded discount amortization expense of $319,003 and $319,025, respectively. The balance as shown on the consolidated balance sheet as of September 30, 2018, was $2,751,786, net of $4,558,509 in unamortized discount. The balance as shown on the consolidated balance sheet as of December 31, 2017, was $2,432,783, net of $4,877,494 in unamortized discount. As of September 30, 2018, the Company paid a total of $689,723 in royalty payments. Additionally, the Company has accrued $1,181,795 in unpaid royalty fees from August 2016 to September 2018.

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Related Party Transactions

9 Months Ended

Sep. 30, 2018

Related Party Transactions [Abstract]

Related Party Transactions

Note 10. Related Party Transactions

In 2018 the Company entered into into an agreement with a company that is owned and controlled by a major shareholder to provide consulting services. Fees payable for performance of the consulting services are $13,000 per month. Previously in January 2015, the Company entered into an agreement with the same company for performance of the consulting services are $10,000 per month. In addition to the monthly fees, in 2015, the consultant was paid at signing of the agreement, four million two hundred thousand (4,200,000) options to purchase common stock of the client at an exercise price of $0.15 per share with an expiry date of December 31, 2019. The options have a five (5) year term. Inputs used in Binomial Option Pricing model were as follow: stock price at grant date: $0.0517, exercise price $0.15, expected life of the option two and a half (2.5) years, volatility of 70%, and risk free rate of 0.03%. The options were recorded on the grant date at a value of $34,683. Fees incurred to the related party consultant for the nine months ended September 30, 2018 and 2017 were $117,000 and $90,000, respectively, and are included as an expense in Legal and Professional fees in the accompanying statement of operations for the period.

During the nine months ended September 30, 2018 our CEO loaned the company $116,619 which is due on demand and pays interest at a rate of 12%.

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Common Stock Transactions

9 Months Ended

Sep. 30, 2018

Equity [Abstract]

Common Stock Transactions

Note 11. Common Stock Transactions

On August 2, 2018, 1,139,601 shares were issued for the conversion of convertible notes at a value of $8,000.

On February 22, 2018, 1,300,000 shares were issued for the conversion of convertible promissory notes at a value of $13,000.

On February 12, 2018, 1,006,711 shares were issued for the conversion of convertible promissory notes at a value of $15,000.

On February 7, 2018, 1,700,000 shares were issued for the conversion of convertible promissory notes at a value of $17,000.

On January 17, 2018, 865,801 shares were issued for the conversion of convertible promissory notes at a value of $20,000.

On January 10, 2018, 627,615 shares were issued for the conversion of convertible promissory notes at a value of $15,000.

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Income Tax

9 Months Ended

Sep. 30, 2018

Income Tax Disclosure [Abstract]

Income Tax

Note 12. Income Tax

The Company follows ASC 740, Income Taxes, which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between consolidated financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

The provisions of ASC 740 require companies to recognize in their financial statements the impact of a tax position if that position is more likely than not to be sustained upon audit, based upon the technical merits of the position. ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods and disclosure.

Management does not believe that the Company has any material uncertain tax positions requiring recognition or measurement in accordance with the provisions of ASC 740. Accordingly, the adoption of these provisions of ASC 740 did not have a material effect on the Company’s financial statements. The Company’s policy is to record interest and penalties on uncertain tax positions, if any, as income tax expense.

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Going Concern

9 Months Ended

Sep. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

Note. 13. Going Concern

As shown in the accompanying consolidated financial statements, the Company incurred net comprehensive loss of $372,628, and $1,952,311 for the three and nine months ended September 30, 2018, respectively, as well as a working capital deficit of $8,392,190 at September 30, 2018. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. Management plans to raise additional financing in order to continue its operations and fulfill its debt obligations in 2018, but there can be no assurances that the plan will be successful. These consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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Subsequent Events

9 Months Ended

Sep. 30, 2018

Subsequent Events [Abstract]

Subsequent Events

Note 14. Subsequent events

On October 1, 2018, Medical Imaging Corp. (the “Company”) sold its interest in its operating subsidiary Schuylkill Open MRI, Inc. (“SMI”) for $2,250,000. After all of the debts of SMI were paid, including Company IRS liens, the secured debt owed to Flow Capital, CTS subsidiary secured debts, and transaction closing costs, the net amount of proceeds to the Company was approximately $400,000.

In conjunction with the sale of SMI, the Company paid its secured debt obligation to Flow Capital of nearly $625,000. Additionally, the Company restructured its royalty agreement with Flow Capital such that the new royalty has been reduced with a minimum monthly payment of $6,000. As part of the new agreement with Flow Capital, 4,000,000 shares of Company common stock were issued to Flow Capital and the royalty has been granted a first security position on all Company assets.

On November 20, 2018 the Company’s subsidiary PIV was found in summary judgment on a lawsuit filed by its landlord for an amount of $953,079.

The Company evaluated subsequent events through the date the consolidated financial statements were issued.

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Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2018

Accounting Policies [Abstract]

Organization and Basis of Presentation

Organization and Basis of Presentation

Medical Imaging Corp., (“MIC” or the “Company”), a Nevada Corporation was incorporated in 2000. In 2005, the Company developed a business plan for private healthcare opportunities in Canada with the objective of owning and operating private diagnostic imaging clinics. In 2009, the Company purchased Canadian Teleradiology Services Inc., which operates as: Custom Teleradiology Services (“CTS”). CTS provides remote reading of medical diagnostic imaging scans for rural hospitals and clinics in Canada. In early 2010, the Company modified its business plan to grow its CTS subsidiary while commencing the acquisition of existing full service imaging clinics located in the United States and exploring the development of new diagnostic imaging technology. In 2012, the Company purchased Schuylkill Open MRI Inc., which operates as: Schuylkill Medical Imaging (“SMI”), an independent diagnostic imaging facility located in Pottsville, Pennsylvania. In 2014, the Company purchased Partners Imaging Center of Venice, LLC (“PIV”) located in Venice, Florida; Partners Imaging Center of Naples, LLC (“PIN”) located in Naples, Florida; and Partners Imaging Center of Charlotte, LLC (“PIC”) located in Port Charlotte, Florida. On April 30, 2018 the Company closed PIV, PIN and PIC.

Basis of Presentation

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end is December 31.

Principle of Consolidation

Principle of Consolidation

The consolidated financial statements include the accounts of Medical Imaging, Corp., and its wholly-owned subsidiaries, CTS, SMI, PIV, PIN, and PIC. Intercompany accounts and transactions have been eliminated in the consolidated financial statements. CTS’, SMI’s, PIV’s, PIN’s, and PIC’s accumulated earnings prior to their acquisitions are not included in the consolidated balance sheet.

Use of Estimates and Assumptions

Use of Estimates and Assumptions

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the consolidated financial statements are published, and (iii) the reported amount of net sales, expenses and costs recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of consolidated financial statements; accordingly, actual results could differ from these estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.  At September 30, 2018, and December 31, 2017, cash includes cash on hand and cash in the bank.

Accounts Receivable Credit Risk

Accounts Receivable Credit Risk

The allowance for doubtful accounts is maintained at a level sufficient to provide for estimated credit losses based on evaluating known and inherent risks in the receivables portfolio.

Management evaluates various factors including expected losses and economic conditions to predict the estimated realization on outstanding receivables.

As of September 30, 2018 and December 31, 2017, the allowance for doubtful accounts from direct billings was $310,275 and $266,254, respectively.

Although the gross receivable balance has increased significantly, management is actively pursuing collection efforts directly with patients and insurance payers and believes that the current allowance for doubtful accounts is sufficient to cover any expected losses.

Goodwill and Indefinite Intangible Assets

Goodwill and Indefinite - Lived Intangible Assets

The Company follows the provisions of Financial Accounting Standard Accounting Standards Codification (“ASC”) 350, Goodwill and Other Intangible Assets. In accordance with ASC 350, goodwill, representing the excess of the purchase price and related costs over the value assigned to net tangible and identifiable intangible assets of businesses acquired and accounted for under the purchase method, acquired in business combinations is assigned to reporting units that are expected to benefit from the synergies of the combination as of the acquisitions date. Under this standard, goodwill and intangibles with indefinite useful lives are not amortized.  The Company assesses goodwill and indefinite-lived intangible assets for impairment annually, or more frequently if events and circumstances indicate impairment may have occurred in accordance with ASC 350. If the carrying value of a reporting unit's goodwill exceeds its implied fair value, the Company records an impairment loss equal to the difference. ASC 350 also requires that the fair value of indefinite-lived purchased intangible assets be estimated and compared to the carrying value. The Company recognizes an impairment loss when the estimated fair value of the indefinite-lived purchased intangible assets is less than the carrying value. If the implied fair value of goodwill is lower than its carrying amount, goodwill impairment is indicated and goodwill is written down to its implied fair value. Subsequent increases in goodwill value are not recognized in the consolidated financial statements.

Revenue Recognition

Revenue Recognition

The Company holds contracts with several hospitals and groups of health care facilities to provide Teleradiology services for a specific period of time. The Company bills for services rendered on a monthly basis.  For the three and nine months ended September 30, 2018, CTS held six contracts; four contracts that are renewable on a year-to-year basis and one contract that automatically renewed in 2017 for a successive one year term, and one to be renewed in 2018. In accordance with the requirement of Staff Accounting Bulletin (“SAB”) 104, the Company recognizes revenue when: (1) persuasive evidence of an arrangement exists (contracts); (2) delivery has occurred (monthly); (3) the seller’s price is fixed or determinable (per the customer’s contract, and services performed); and (4) collectability is reasonably assured (based upon our credit policy).

Revenue is accounted for under the guidelines established by SAB 101, Revenue Recognition in Financial Statements, and ASC 605, Revenue Recognition. For CTS, the Company has the following indicators of gross revenue reporting: (1) CTS is the primary obligator in the provision of services to the Hospitals under contract, (2) CTS has latitude in establishing price, and negotiating contracts with each hospital, (3) CTS negotiates and determines the service specification to be provided to each hospital client, (4) CTS has complete discretion in supplier selection, and (5) CTS has the credit risk. Accordingly, the Company records CTS revenue at gross. For SMI, PIV, PIN, and PIC, revenue is recognized on the date of service and recorded on an aggregate monthly basis.

Cost of Sales

Cost of Sales

Cost of sales includes fees paid to radiologists for reading services, transcription fees, equipment repairs, system license and usage costs.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

In accordance with ASC 360, Property, Plant and Equipment, property, equipment, and purchased intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Goodwill and other intangible assets are tested for impairment at least annually.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Stock Based Compensation

Stock Based Compensation

The Company follows ASC 718, Stock Compensation; a fair value calculation is performed by the Company to establish the “grant date fair value” of each award which will also be the amount recorded by the Company as stock based compensation expense pursuant to the guidance set forth in ASC 718 to produce an estimated fair value.

The Company measures all share-based payments to employees (which includes non-employee Board of Directors), including employee stock options, warrants and restricted stock, at the fair value of the award and expenses it over the requisite service period (generally the vesting period). The fair value of common stock options or warrants granted to employees is estimated at the date of grant using the binomial option pricing model (“BOPM”). The calculation also takes into account the common stock fair market value at the grant date, the exercise price, the expected life of the common stock option or warrant, the dividend yield and the risk-free interest rate.

The Company from time to time may issue stock options, warrants and restricted stock to acquire goods or services from third parties. Restricted stock, options or warrants issued to other than employees or directors are recorded on the basis of their fair value. The options or warrants are valued using the BOPM on the basis of the market price of the underlying equity instrument on the “valuation date,” which for options and warrants related to contracts that have substantial disincentives to non-performance, is the date of the contract, and for all other contracts is the vesting date. Expenses related to the options and warrants are recognized on a straight-line basis over the period which services are to be received.

There was no stock-based compensation expense to non-employees for the three months ended September 30, 2018, and 2017.

There was no stock-based compensation expense to employees for the three months ended September 30, 2018 and June 30, 2017.

There was no stock-based compensation expense to non-employees for the nine months ended September 30, 2018, and 2017.

There was no stock-based compensation expense to employees for the nine months ended September 30, 2018. For the nine months ended September 30, 2017, the Company recognized stock-based compensation expenses of $8,500 from stock options and $30,600 from stock granted to employees. The options were valued using the BOPM and included in the labor operating expenses in the consolidated statements of operations.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties other than in a forced sale or liquidation.

The carrying amounts of the Company’s financial instruments, including cash, accounts receivable, prepaid expenses, accounts payable, accrued liabilities and notes and loans payable approximate fair value due to their most maturities.

Fair Value Measurements

Fair Value Measurements

The Company follows ASC 820, Fair Value Measurements and Disclosures, for disclosures about fair value of its financial instruments and to measure the fair value of its financial instruments. ASC 820 establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by ASC 820 are described below:

Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2 pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3 pricing inputs that are generally observable inputs and not corroborated by market data.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values because of the short maturity of these instruments.

The Company does not have assets and liabilities that are carried at fair value on a recurring basis.

Foreign Currency Translation

Foreign Currency Translation

The Company’s functional currency for its wholly-owned subsidiary, CTS, is the Canadian dollar, and their financial statements have been translated into U.S. dollars. The Canadian dollar based accounts of the Company’s foreign operations have been translated into United States dollars using the current rate method. Assets and liabilities of those operations are translated into U.S. dollars using exchange rates as of the balance sheet date; income and expenses are translated using the weighted average exchange rates for the reporting period. Translation adjustments are recorded as accumulated other comprehensive income (loss), a separate component of stockholders’ equity.

Income Taxes

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, Income Taxes.  This statement prescribes the use of the asset and liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

Net Income (Loss) Per Share

Net Income (Loss) Per Share

The Company follows the provisions of ASC 260, Earnings per Share.  Basic net income (loss) per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Basic and diluted losses per share are the same as all potentially dilutive securities are anti-dilutive.

Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock or conversion of notes into shares of the Company’s common stock that could increase the number of shares outstanding and lower the earnings per share of the Company’s common stock. This calculation is not done for periods in a loss position as this would be antidilutive.

Recent Accounting Updates

Recent Accounting Updates

The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.

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Discontinued Operations (Tables)

9 Months Ended

Sep. 30, 2018

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Discontinued Operations Income Statement and Balance Sheet

	September 30		December 31
	2018		2017
Assets of Discontinued Operations
Cash and Cash Equivalents	$	-	$	(912)
Accounts Receivable, net of Allowance for Doubtful accounts of $348,025, and $330,612, respectively		212,047		275,578
Prepaid Expenses		14,729		42,752
Total Current Assets	$	226,776	$	317,418
Property and Equipment, net of Accumulated Depreciation of $nil and $866,100, respectively		-		755,043
Deposits		8,102		8,102
TOTAL ASSETS	$	234,878	$	1,080,563
Liabilities of Discontinued Operations
Bank Overdraft	$	16,603	$	-
Accounts Payable		766,058		603,051
Accrued Expenses		12,216		31,396
Current Portion of Capital Lease Obligations		63,502		67,392
Current Portion of Promissory Notes		2,554		32,000
Total Current Liabilities	$	860,933	$	733,839
Capital Lease Obligations, less current portion		12,006		58,741
TOTAL LIABILITIES	$	872,939	$	792,580

	Three Months Ended				Nine Months Ended
	September 30		September 30		September 30		September 30
	2018		2017		2018		2017
Revenue:
Sales	$	-	$	432,087	$	857,030	$	1,643,085
Cost of sales		2,714		222,576		475,291		780,931
Gross Margin		(2,714)		209,511		381,739		862,154
Operating Expenses		(21,101)		455,264		654,199		1,318,881
Income (Loss) from Operations		18,387		(245,753)		(272,460)		(456,727)
Total Other Income (Expenses)		(3,945)		(102,205)		(687,110)		(99,630)
Loss from discontinued operations		14,442		(347,958)		(959,570)		(556,357)

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Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2018

Property, Plant and Equipment [Abstract]

Schedule of Property Plant and Equipment

		September 30,		December 31,
		2018		2017	Estimated useful lives
Computer/Office Equipment	$	125,085	$	111,844	3-7 years
Medical Equipment		818,001		818,001	3-7 years
Leasehold Improvements		857,676		843,781	5-39 years
Computer/Office Equipment under capital lease		165,831		186,113	3-5 years
Medical Equipment under capital lease		135,319		115,444	5 years
Less: Accumulated Depreciation		(1,224,869)		(1,119,308)
Net Book Value	$	877,042	$	955,874

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Operating Lease Commitments (Tables)

9 Months Ended

Sep. 30, 2018

Leases [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases

Year	Total
2018	$	7,800
2019		31,200
2020		31,200
2021		10,400
2022		-
Thereafter		-
	$	80,600

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Capital Lease Obligations (Tables)

9 Months Ended

Sep. 30, 2018

Leases [Abstract]

Schedule of Capital Leased Obligations

Description	Monthly payments		Maturity Date	APR		30-Sep-18		December 31, 2017 Balance
SMI X-Ray Machine	$	1,495	15-Aug-19	6.32	%	$	15,941	$	28,315
SMI PACS/RIS System		3,115	1-Nov-19	5.69			42,098		67,725
SMI Copier		135	1-Aug-18	27.63			(0)		976
SMI Ascentrium		2,450	18-Nov-18	21.48			3,195		22,924
PIV,PIN,PIC PACS/RIS		3,094	1-Jan-20	4.22			48,056		73,925
PIV,PIN,PIC Digital Printers		423	24-Feb-19	9.9			2,062		5,568
CTS Computer		-	2-Feb-18	2.25			(0)		1,163
PIN CT Lease		2,332	1-Aug-19	0	%		25,652		46,640
Total	$	13,044				$	137,004	$	247,236

*Annual Percentage Rate (“APR”).

Schedule of Future Minimum Lease Payments for Capital Leases

Minimum Lease Payments	Total
2018	$	36,277
2019		102,855
2020		3,094
Total minimum lease payments		142,226
Less amount representing interest		5,638
Present value of minimum lease payments		136,588
Less current portion of minimum lease payments		118,620
Long-term capital lease obligations	$	17,968

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Promissory Notes (Tables)

9 Months Ended

Sep. 30, 2018

Debt Disclosure [Abstract]

Schedule of Promissory Notes

Issuance Date	Maturity Date	APR		Payment Amount	Payments Frequency	September 30, 2018 Face Value Balance		December 31, 2017 Face Value Balance
16-Feb-16	23-Feb-17	12.00	%	1,000	Monthly	$	100,000	$	100,000
22-Feb-16	31-Aug-17	25.00	%	10,417	Monthly		500,000		500,000
22-Mar-16	22-Mar-17	12.00	%	-	Monthly		-		70,000
1-Jul-16	1-Aug-17	20.00	%	20,000	Monthly		36,000		160,000
18-May-17	1-Jul-19	20.00	%	15,000	Monthly*		100,000		165,000
8-Sep-17	30-Mar-18	19.00	%	3,667	Weekly		-		44,741
11-Jan-18	27-Jul-18	18.00	%	3,788	Weekly		-		-
28-Jul-17	26-Jul-18	39.00	%	1,419	Daily		-		237,584
20-Mar-18	19-Mar-19	39.00	%	1,145	Daily		101,984		-
7-Aug-17	16-Oct-18	33.00	%	213	Daily		2,554		42,560
Total Face Value							840,538		1,319,885
Unamortized Discount							(62,165)		(150,360)
Total						$	778,373	$	1,169,525

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Convertible Notes (Tables)

9 Months Ended

Sep. 30, 2018

Debt Disclosure [Abstract]

Schedule of Convertible Debt

Issuance Date	Maturity Date	APR		Conversion Rate		Monthly Payment		September 30, 2018 Face Value Balance		December 31, 2017 Face Value Balance
3-Dec-12	1-Jul-17	12.0	%	$	0.10	$	250	$	25,000	$	25,000
25-Jan-18	1-Aug-18	12.0			0.01		750		45,000		75,000
3-Dec-12	1-Jul-17	12.0			0.10		250		50,000		50,000
3-Dec-12	1-Jul-17	12.0			0.10		260		26,000		26,000
3-Dec-12	1-Jul-17	12.0			0.10		250		25,000		25,000
3-Dec-12	1-Jul-17	12.0			0.10		250		25,000		25,000
3-Dec-12	1-Jul-17	12.0			0.10		250		25,000		25,000
3-Dec-12	1-Jul-17	12.0			0.10		15,000		1,500,000		1,500,000
3-Dec-12	1-Jul-17	12.0			0.10		500		50,000		50,000
3-Dec-12	1-Jul-17	12.0			0.10		150		15,000		15,000
3-Dec-12	1-Jul-18	12.0			0.01		-		237		237
27-Mar-13	30-Sep-17	12.0			0.10		250		25,000		25,000
27-Mar-13	30-Sep-17	12.0			0.10		250		25,000		25,000
27-Mar-13	30-Sep-19	12.0			0.10		250		25,000		25,000
22-May-14	31-May-17	12.0			0.15		500		50,000		50,000
22-May-14	31-May-17	12.0			0.15		225		22,500		22,500
22-May-14	31-May-17	12.0			0.15		225		22,500		22,500
25-Aug-14	31-Jul-17	12.0			0.15		500		50,000		50,000
25-Aug-14	31-Jul-17	12.0			0.15		250		25,000		25,000
31-Oct-14	31-Oct-17	12.0			0.15		500		50,000		50,000
17-Feb-15	17-Feb-18	12.0			0.15		200		20,000		20,000
1-Mar-18	28-Feb-19	12.0			0.1		800		80,000		-
26-Mar-14	28-Feb-18	12.0			0.15		5,701		70,082		125,082
7-Jul-17	5-Jan-19	12.0			Variable		-		95,000		153,000
Total Face Value								$	2,346,319	$	2,409,319
Unamortized Discount									(32,976)		(188)
Total								$	2,313,343	$	2,409,131

Schedule of Maturities of Long-term Debt

	Principal Payments
Overdue	$	2,146,319
2019		200,000
2020		-
Total	$	2,346,319

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Organization and Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Accounts Receivable, Net, Current
Allowance for doubtful accounts	$ 310,275		$ 310,275		$ 266,254
Goodwill
Goodwill impairment			555,000
Recognized Share-Based Compensation Expense
Stock-based compensation expense, stock options	0	$ 0	0	$ 8,500
Stock-based compensation expense, employees	0	0	0	30,600
Foreign Currency Translation
Foreign currency gain (loss)	(37,856)	(11,438)	(40,886)	(74,140)
Other comprehensive income (loss)	$ (42,112)	$ (12,495)	$ (8,661)	$ 42,317

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Discontinued Operations - Schedule of Discontinued Operations Income Statement and Balance Sheet (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Assets of Discontinued Operations
Cash and Cash Equivalents	$ 0		$ 0		$ (912)
Accounts Receivable, net of Allowance for Doubtful accounts of $348,025, and $330,612, respectively	212,047		212,047		275,578
Prepaid Expenses	14,729		14,729		42,752
Total Current Assets	228,600		228,600		317,418
Property and Equipment, net of Accumulated Depreciation of $nil and $866,100, respectively					755,043
Deposits	8,102		8,102		8,102
TOTAL ASSETS	234,878		234,878		1,080,563
Liabilities of Discontinued Operations
Bank Overdraft	16,603		16,603
Accounts Payable	766,058		766,058		603,051
Accrued Expenses	12,216		12,216		31,396
Current Portion of Capital Lease Obligations	63,502		63,502		67,392
Current Portion of Promissory Notes	2,554		2,554		32,000
Total Current Liabilities	861,722		861,722		733,839
Capital Lease Obligations, less current portion	12,006		12,006		58,741
TOTAL LIABILITIES	872,939		872,939		$ 792,580
Revenue:
Sales		$ 432,087	857,030	$ 1,643,085
Cost of sales	2,714	222,576	475,291	780,931
Gross Margin	(2,714)	209,511	381,739	862,154
Operating Expenses	(21,101)	455,264	654,199	1,318,881
Income (Loss) from Operations	18,387	(245,753)	(272,460)	(456,727)
Total Other Income (Expenses)	(3,945)	(102,205)	(687,110)	(99,630)
Loss from discontinued operations	$ 14,442	$ (347,958)	$ (959,570)	$ (556,357)

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Property and Equipment - Schedule of Property Plant and Equipment (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Property, Plant and Equipment [Line Items]
Property and equipment, accumulated depreciation	$ (1,224,869)	$ (1,119,308)
Property and equipment, net	877,042	955,874
Computer/Office Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 125,085	$ 111,844
Property and equipment, estimated useful lives	3-7 years	3-7 years
Medical Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 818,001	$ 818,000
Property and equipment, estimated useful lives	3-7 years	3-7 years
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 857,676	$ 843,781
Property and equipment, estimated useful lives	5-39 years	5-39 years
Computer/Office Equipment under Capital Lease
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 165,831	$ 186,113
Property and equipment, estimated useful lives	3-5 years	3-5 years
Medical Equipment under Capital Lease
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 135,319	$ 115,444
Property and equipment, estimated useful lives	5 years	5 years

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Property and Equipment (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Depreciation expense	$ 38,009	$ 65,996	$ 107,456	$ 197,537
Purchase of equipment			29,146	$ 16,811
Computer/Office Equipment
Purchase of equipment			$ 15,900

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Operating Lease Commitments - Schedule of Future Minimum Rental Payments for Operating Leases (Details)	Sep. 30, 2018 USD ($)
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity
Year 2018	$ 7,800
Year 2019	31,200
Year 2020	31,200
Year 2021	10,400
Year 2022	0
Thereafter	0
Operating Leases, Future Minimum Payments Due	$ 80,600

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Operating Lease Commitments (Details Narrative) - CTS - Office Space - Toronto, Canada	9 Months Ended
	Sep. 30, 2018 USD ($)
Operating lease, minimum payments	$ 2,600
Leasing arrangements	CTS has a lease commitment for its new office space in Toronto, Canada and the lease will expire April 30, 2021.

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Capital Lease Obligations - Schedule of Capital Lease Obligations (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Capital Leased Assets [Line Items]
Capital lease obligation	$ 137,004	$ 247,236
Capital lease, monthly payments	13,044	13,044
SMI - X-Ray Lease
Capital Leased Assets [Line Items]
Capital lease obligation	15,941	28,315
Capital lease, monthly payments	$ 1,495	$ 1,495
Capital lease, maturity date	Aug. 15, 2019	Aug. 15, 2019
Capital lease, annual percentage rate	6.32%	6.32%
SMI - PACS/RIS Lease
Capital Leased Assets [Line Items]
Capital lease obligation	$ 42,098	$ 67,725
Capital lease, monthly payments	$ 3,115	$ 3,115
Capital lease, maturity date	Nov. 01, 2019	Nov. 01, 2019
Capital lease, annual percentage rate	5.69%	5.69%
SMI Copier Lease
Capital Leased Assets [Line Items]
Capital lease obligation	$ 0	$ 976
Capital lease, monthly payments	$ 135	$ 135
Capital lease, maturity date	Aug. 01, 2018	Aug. 01, 2018
Capital lease, annual percentage rate	27.63%	27.63%
SMI Ascentrium
Capital Leased Assets [Line Items]
Capital lease obligation	$ 3,195	$ 22,924
Capital lease, monthly payments	$ 2,450	$ 2,450
Capital lease, maturity date	Nov. 18, 2018	Nov. 18, 2018
Capital lease, annual percentage rate	21.48%	21.48%
PV, PN, PC PACS/RIS Lease
Capital Leased Assets [Line Items]
Capital lease obligation	$ 48,056	$ 73,925
Capital lease, monthly payments	$ 3,094	$ 3,094
Capital lease, maturity date	Jan. 01, 2020	Jan. 01, 2020
Capital lease, annual percentage rate	4.22%	4.22%
PV, PN, PC Digital Printers Lease
Capital Leased Assets [Line Items]
Capital lease obligation	$ 2,062	$ 5,568
Capital lease, monthly payments	$ 423	$ 423
Capital lease, maturity date	Feb. 24, 2019	Feb. 24, 2019
Capital lease, annual percentage rate	9.90%	9.90%
CTS Computers Lease
Capital Leased Assets [Line Items]
Capital lease obligation	$ 0	$ 1,163
Capital lease, monthly payments	$ 0	$ 0
Capital lease, maturity date	Feb. 02, 2018	Feb. 02, 2018
Capital lease, annual percentage rate	2.25%	2.25%
PIN CT Lease
Capital Leased Assets [Line Items]
Capital lease obligation	$ 25,652	$ 46,640
Capital lease, monthly payments	$ 2,332	$ 2,332
Capital lease, maturity date	Aug. 01, 2019	Aug. 01, 2019
Capital lease, annual percentage rate	0.00%	0.00%

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Capital Lease Obligations - Schedule of Future Minimum Lease Payments (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Capital Leases Future Minimum Payments
Minimum lease payments, 2018	$ 36,277
Minimum lease payments, 2019	102,855
Minimum lease payments, 2020	3,094
Total minimum lease payments	142,226
Less amount representing interest	5,638
Present value of minimum lease payments	136,588
Less current portion of minimum lease payments	55,048	$ 76,109
Long-term Capital Lease Obligations	$ 6,189	$ 44,994

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Promissory Notes - Schedule of Promissory Notes (Details) - USD ($)		9 Months Ended		12 Months Ended
		Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Debt Instrument [Line Items]
Promissory notes, payments		$ 493,384	$ 353,501
Promissory Note #1
Debt Instrument [Line Items]
Promissory note, issuance date		Feb. 16, 2016		Feb. 16, 2016
Promissory note, maturity date		Feb. 23, 2017		Feb. 23, 2017
Promissory note, interest rate		12.00%		12.00%
Promissory notes, payments		$ 1,000		$ 1,000
Promissory notes, payment frequency		Monthly		Monthly
Promissory notes, balance		$ 100,000		$ 100,000
Promissory Note #2
Debt Instrument [Line Items]
Promissory note, issuance date		Feb. 22, 2016		Feb. 22, 2016
Promissory note, maturity date		Aug. 31, 2017		Aug. 31, 2017
Promissory note, interest rate		25.00%		25.00%
Promissory notes, payments		$ 10,417		$ 10,417
Promissory notes, payment frequency		Monthly		Monthly
Promissory notes, balance		$ 500,000		$ 500,000
Promissory Note #3
Debt Instrument [Line Items]
Promissory note, issuance date		Mar. 22, 2016		Mar. 22, 2016
Promissory note, maturity date		Mar. 22, 2017		Mar. 22, 2017
Promissory note, interest rate		12.00%		12.00%
Promissory notes, payments		$ 0		$ 0
Promissory notes, payment frequency		Monthly		Monthly
Promissory notes, balance		$ 0		$ 70,000
Promissory Note #4
Debt Instrument [Line Items]
Promissory note, issuance date		Jul. 01, 2016		Jul. 01, 2016
Promissory note, maturity date		Aug. 01, 2017		Aug. 01, 2017
Promissory note, interest rate		20.00%		20.00%
Promissory notes, payments		$ 20,000		$ 20,000
Promissory notes, payment frequency		Monthly		Monthly
Promissory notes, balance		$ 36,000		$ 160,000
Promissory Note #5
Debt Instrument [Line Items]
Promissory note, issuance date		May 18, 2017		May 18, 2017
Promissory note, maturity date		Jul. 01, 2019		Jul. 01, 2019
Promissory note, interest rate		20.00%		20.00%
Promissory notes, payments		$ 15,000		$ 15,000
Promissory notes, payment frequency	[1]	Monthly		Monthly
Promissory notes, balance		$ 100,000		$ 165,000
Promissory Note #6
Debt Instrument [Line Items]
Promissory note, issuance date		Sep. 08, 2017		Sep. 08, 2017
Promissory note, maturity date		Mar. 30, 2018		Mar. 30, 2018
Promissory note, interest rate		19.00%		19.00%
Promissory notes, payments		$ 3,667		$ 3,667
Promissory notes, payment frequency		Weekly		Weekly
Promissory notes, balance		$ 0		$ 44,741
Promissory Note #7
Debt Instrument [Line Items]
Promissory note, issuance date		Jan. 11, 2018
Promissory note, maturity date		Jul. 27, 2018
Promissory note, interest rate		18.00%
Promissory notes, payments		$ 3,788
Promissory notes, payment frequency		Weekly
Promissory notes, balance		$ 0
Promissory Note #8
Debt Instrument [Line Items]
Promissory note, issuance date		Jul. 28, 2017		Jul. 28, 2017
Promissory note, maturity date		Jul. 26, 2018		Jul. 26, 2018
Promissory note, interest rate		39.00%		39.00%
Promissory notes, payments		$ 1,419		$ 1,419
Promissory notes, payment frequency		Daily		Daily
Promissory notes, balance		$ 0		$ 237,584
Promissory Note #9
Debt Instrument [Line Items]
Promissory note, issuance date		Mar. 20, 2018
Promissory note, maturity date		Mar. 19, 2019
Promissory note, interest rate		39.00%
Promissory notes, payments		$ 1,145
Promissory notes, payment frequency		Daily
Promissory notes, balance		$ 101,984
Promissory Note #10
Debt Instrument [Line Items]
Promissory note, issuance date		Aug. 07, 2017		Aug. 07, 2017
Promissory note, maturity date		Oct. 16, 2018		Oct. 16, 2018
Promissory note, interest rate		33.00%		33.00%
Promissory notes, payments		$ 213		$ 213
Promissory notes, payment frequency		Daily		Daily
Promissory notes, balance		$ 2,554		$ 42,560
Promissory Notes
Debt Instrument [Line Items]
Promissory notes, balance		840,538		1,319,885
Unamortized Discount		$ (62,165)		$ (150,360)

[1] Scheduled monthly payments of $15,000 for promissory note issued on May 18, 2017 will begin September 1, 2018.

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Convertible Notes - Schedule of Convertible Debt (Details) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Debt Instrument [Line Items]
Convertible note, monthly payment	$ 55,000	$ 35,000
Convertible Note #1
Debt Instrument [Line Items]
Convertible note, issuance date	Dec. 03, 2012		Dec. 03, 2012
Convertible note, maturity date	Jul. 01, 2017		Jul. 01, 2017
Convertible note, interest rate	12.00%		12.00%
Convertible note, conversion rate	$ 0.10		$ 0.10
Convertible note, monthly payment	$ 250		$ 250
Convertible note, balance	$ 25,000		$ 25,000
Convertible Note #2
Debt Instrument [Line Items]
Convertible note, issuance date	Jan. 25, 2018		Jan. 25, 2018
Convertible note, maturity date	Aug. 01, 2018		Aug. 01, 2018
Convertible note, interest rate	12.00%		12.00%
Convertible note, conversion rate	$ 0.01		$ 0.01
Convertible note, monthly payment	$ 750		$ 750
Convertible note, balance	$ 45,000		$ 75,000
Convertible Note #3
Debt Instrument [Line Items]
Convertible note, issuance date	Dec. 03, 2012		Dec. 03, 2012
Convertible note, maturity date	Jul. 01, 2017		Jul. 01, 2017
Convertible note, interest rate	12.00%		12.00%
Convertible note, conversion rate	$ 0.10		$ 0.10
Convertible note, monthly payment	$ 250		$ 250
Convertible note, balance	$ 50,000		$ 50,000
Convertible Note #4
Debt Instrument [Line Items]
Convertible note, issuance date	Dec. 03, 2012		Dec. 03, 2012
Convertible note, maturity date	Jul. 01, 2017		Jul. 01, 2017
Convertible note, interest rate	12.00%		12.00%
Convertible note, conversion rate	$ 0.10		$ 0.10
Convertible note, monthly payment	$ 260		$ 260
Convertible note, balance	$ 26,000		$ 26,000
Convertible Note #5
Debt Instrument [Line Items]
Convertible note, issuance date	Dec. 03, 2012		Dec. 03, 2012
Convertible note, maturity date	Jul. 01, 2017		Jul. 01, 2017
Convertible note, interest rate	12.00%		12.00%
Convertible note, conversion rate	$ 0.10		$ 0.10
Convertible note, monthly payment	$ 250		$ 250
Convertible note, balance	$ 25,000		$ 25,000
Convertible Note #6
Debt Instrument [Line Items]
Convertible note, issuance date	Dec. 03, 2012		Dec. 03, 2012
Convertible note, maturity date	Jul. 01, 2017		Jul. 01, 2017
Convertible note, interest rate	12.00%		12.00%
Convertible note, conversion rate	$ 0.10		$ 0.10
Convertible note, monthly payment	$ 250		$ 250
Convertible note, balance	$ 25,000		$ 25,000
Convertible Note #7
Debt Instrument [Line Items]
Convertible note, issuance date	Dec. 03, 2012		Dec. 03, 2012
Convertible note, maturity date	Jul. 01, 2017		Jul. 01, 2017
Convertible note, interest rate	12.00%		12.00%
Convertible note, conversion rate	$ 0.10		$ 0.10
Convertible note, monthly payment	$ 250		$ 250
Convertible note, balance	$ 25,000		$ 25,000
Convertible Note #8
Debt Instrument [Line Items]
Convertible note, issuance date	Dec. 03, 2012		Dec. 03, 2012
Convertible note, maturity date	Jul. 01, 2017		Jul. 01, 2017
Convertible note, interest rate	12.00%		12.00%
Convertible note, conversion rate	$ 0.10		$ 0.10
Convertible note, monthly payment	$ 15,000		$ 15,000
Convertible note, balance	$ 1,500,000		$ 1,500,000
Convertible Note #9
Debt Instrument [Line Items]
Convertible note, issuance date	Dec. 03, 2012		Dec. 03, 2012
Convertible note, maturity date	Jul. 01, 2017		Jul. 01, 2017
Convertible note, interest rate	12.00%		12.00%
Convertible note, conversion rate	$ 0.10		$ 0.10
Convertible note, monthly payment	$ 500		$ 500
Convertible note, balance	$ 50,000		$ 50,000
Convertible Note #10
Debt Instrument [Line Items]
Convertible note, issuance date	Dec. 03, 2012		Dec. 03, 2012
Convertible note, maturity date	Jul. 01, 2017		Jul. 01, 2017
Convertible note, interest rate	12.00%		12.00%
Convertible note, conversion rate	$ 0.10		$ 0.10
Convertible note, monthly payment	$ 150		$ 150
Convertible note, balance	$ 15,000		$ 15,000
Convertible Note #11
Debt Instrument [Line Items]
Convertible note, issuance date	Dec. 03, 2012		Dec. 03, 2012
Convertible note, maturity date	Jul. 01, 2018		Jul. 01, 2018
Convertible note, interest rate	12.00%		12.00%
Convertible note, conversion rate	$ 0.01		$ 0.01
Convertible note, monthly payment	$ 0		$ 0
Convertible note, balance	$ 237		$ 237
Convertible Note #12
Debt Instrument [Line Items]
Convertible note, issuance date	Mar. 27, 2013		Mar. 27, 2013
Convertible note, maturity date	Sep. 30, 2017		Sep. 30, 2017
Convertible note, interest rate	12.00%		12.00%
Convertible note, conversion rate	$ 0.10		$ 0.10
Convertible note, monthly payment	$ 250		$ 250
Convertible note, balance	$ 25,000		$ 25,000
Convertible Note #13
Debt Instrument [Line Items]
Convertible note, issuance date	Mar. 27, 2013		Mar. 27, 2013
Convertible note, maturity date	Sep. 30, 2017		Sep. 30, 2017
Convertible note, interest rate	12.00%		12.00%
Convertible note, conversion rate	$ 0.10		$ 0.10
Convertible note, monthly payment	$ 250		$ 250
Convertible note, balance	$ 25,000		$ 25,000
Convertible Note #14
Debt Instrument [Line Items]
Convertible note, issuance date	Mar. 27, 2013		Mar. 27, 2013
Convertible note, maturity date	Sep. 30, 2017		Sep. 30, 2017
Convertible note, interest rate	12.00%		12.00%
Convertible note, conversion rate	$ 0.10		$ 0.10
Convertible note, monthly payment	$ 250		$ 250
Convertible note, balance	$ 25,000		$ 25,000
Convertible Note #15
Debt Instrument [Line Items]
Convertible note, issuance date	May 22, 2014		May 22, 2014
Convertible note, maturity date	May 31, 2017		May 31, 2017
Convertible note, interest rate	12.00%		12.00%
Convertible note, conversion rate	$ 0.15		$ 0.15
Convertible note, monthly payment	$ 500		$ 500
Convertible note, balance	$ 50,000		$ 50,000
Convertible Note #16
Debt Instrument [Line Items]
Convertible note, issuance date	May 22, 2014		May 22, 2014
Convertible note, maturity date	May 31, 2017		May 31, 2017
Convertible note, interest rate	12.00%		12.00%
Convertible note, conversion rate	$ 0.15		$ 0.15
Convertible note, monthly payment	$ 225		$ 225
Convertible note, balance	$ 22,500		$ 22,500
Convertible Note #17
Debt Instrument [Line Items]
Convertible note, issuance date	May 22, 2014		May 22, 2014
Convertible note, maturity date	May 31, 2017		May 31, 2017
Convertible note, interest rate	12.00%		12.00%
Convertible note, conversion rate	$ 0.15		$ 0.15
Convertible note, monthly payment	$ 225		$ 225
Convertible note, balance	$ 22,500		$ 22,500
Convertible Note #18
Debt Instrument [Line Items]
Convertible note, issuance date	Aug. 25, 2014		Aug. 25, 2014
Convertible note, maturity date	Jul. 31, 2017		Jul. 31, 2017
Convertible note, interest rate	12.00%		12.00%
Convertible note, conversion rate	$ 0.15		$ 0.15
Convertible note, monthly payment	$ 500		$ 500
Convertible note, balance	$ 50,000		$ 50,000
Convertible Note #19
Debt Instrument [Line Items]
Convertible note, issuance date	Aug. 25, 2014		Aug. 25, 2014
Convertible note, maturity date	Jul. 31, 2017		Jul. 31, 2017
Convertible note, interest rate	12.00%		12.00%
Convertible note, conversion rate	$ 0.15		$ 0.15
Convertible note, monthly payment	$ 250		$ 250
Convertible note, balance	$ 25,000		$ 25,000
Convertible Note #20
Debt Instrument [Line Items]
Convertible note, issuance date	Oct. 31, 2014		Oct. 31, 2014
Convertible note, maturity date	Oct. 31, 2017		Oct. 31, 2017
Convertible note, interest rate	12.00%		12.00%
Convertible note, conversion rate	$ 0.15		$ 0.15
Convertible note, monthly payment	$ 500		$ 500
Convertible note, balance	$ 50,000		$ 50,000
Convertible Note #21
Debt Instrument [Line Items]
Convertible note, issuance date	Feb. 17, 2015		Feb. 17, 2015
Convertible note, maturity date	Feb. 17, 2018		Feb. 17, 2018
Convertible note, interest rate	12.00%		12.00%
Convertible note, conversion rate	$ 0.15		$ 0.15
Convertible note, monthly payment	$ 200		$ 200
Convertible note, balance	$ 20,000		$ 20,000
Convertible Note #22
Debt Instrument [Line Items]
Convertible note, issuance date	Mar. 01, 2018
Convertible note, maturity date	Feb. 28, 2019
Convertible note, interest rate	12.00%
Convertible note, conversion rate	$ 0.10
Convertible note, monthly payment	$ 800
Convertible note, balance	$ 80,000
Convertible Note #23
Debt Instrument [Line Items]
Convertible note, issuance date	Mar. 26, 2014		Mar. 26, 2014
Convertible note, maturity date	Feb. 28, 2018		Feb. 28, 2018
Convertible note, interest rate	12.00%		12.00%
Convertible note, conversion rate	$ 0.15		$ 0.15
Convertible note, monthly payment	$ 5,701		$ 5,701
Convertible note, balance	$ 70,082		$ 125,082
Convertible Note #24
Debt Instrument [Line Items]
Convertible note, issuance date	Jul. 07, 2017		Jul. 07, 2017
Convertible note, maturity date	Jan. 05, 2019		Jan. 05, 2019
Convertible note, interest rate	12.00%		12.00%
Convertible note, monthly payment	$ 0		$ 0
Convertible note, balance	95,000		153,000
Convertible Note
Debt Instrument [Line Items]
Convertible note, balance	2,346,319		2,409,319
Convertible note, unamortized debt discount	(32,976)		(188)
Convertible note, total	$ 2,313,343		$ 2,409,131

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Convertible Notes - Schedule of Long-Term Debt Maturities (Details)	Sep. 30, 2018 USD ($)
Debt Disclosure [Abstract]
Overdue	$ 2,146,319
Principal payments, 2019	200,000
Principal payments, 2020	0
Total principal payments	$ 2,346,319

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Convertible Notes (Details Narrative) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017	Dec. 31, 2016		Dec. 31, 2015	Dec. 31, 2014		Dec. 31, 2013
Amortization of debt discount	$ 535,449	$ 487,705
Convertible Note #22
Convertible notes issued	$ 70,000
Convertible notes, price per share for conversion of shares of common stock	$ 0.10
Convertible notes, interest rate	12.00%
Amortization of debt discount	$ 5,923
Convertible notes payable	$ 74,077
Convertible note, maturity date	Feb. 28, 2019
Convertible note, balance	$ 80,000
Common stock issued, inducement	200,000
Convertible Note
Additional paid in capital and discount	$ 183,000
Amortization of debt discount	$ 156,037	$ 4,587
Warrants issued, value per share	$ 0.0058
Unamortized debt discount	$ 32,976		$ 188
Convertible note, balance	2,346,319		2,409,319
Convertible Note | Individually Issued
Convertible notes issued							$ 300,000
Convertible notes, payment terms							The note pays interest at a rate of 12% per annum, payable to the holder at 1% per month. The Company is making monthly payments of $5,000 towards the principal balance beginning June 1, 2014 until the note due date of February 27, 2018.
Convertible notes, price per share for conversion of shares of common stock							$ 0.15
Convertible notes, interest rate							12.00%
Maturity date							Feb. 28, 2018
Common stock issued							300,000
Convertible notes payable	$ 70,082
Convertible Note | Series C Notes
Convertible notes issued							$ 95,000
Convertible notes, payment terms							Series C Notes bear interest at a rate of 12% per annum, payable to the holder at 1% per month, with principal amount due May 31, 2017.
Convertible notes, price per share for conversion of shares of common stock							$ 0.15
Convertible notes, interest rate							12.00%
Private placement, convertible notes, principal amount						$ 20,000	$ 125,000	[1]
Maturity date							May 31, 2017
Common stock issued						240,000
Convertible Note | Series B Notes
Convertible notes, payment terms									Series B Notes pay interest at a rate of 12% per annum, payable to the holder at 1% per month.
Convertible notes, price per share for conversion of shares of common stock									$ 0.10
Convertible notes, interest rate									12.00%
Private placement, convertible notes, principal amount									$ 2,230,000
Maturity date, description				The holders of $50,000 Series B Notes have agreed to extend the maturity date of the debt outstanding to September 1, 2017. The holder of $25,000 Series B Notes has agreed to extend the maturity date of the debt outstanding to September 1, 2019.		The holders of $1,840,000 Series B Notes have agreed to extend the maturity date of the debt outstanding to July 1, 2017 from its original maturity date of December 31, 2015.
Maturity date						Jul. 01, 2017
Common stock issued									5,315,000
Warrants issued, shares				75,000	[2],[3]	1,840,000
Warrants issued, value per share				$ 0.07		$ 0.07
Exercise price						$ 0.0058
Unamortized debt discount				$ 285		$ 10,672
Convertible Note | Non-Affiliate
Convertible notes issued			$ 153,000
Convertible notes, terms of conversion feature			The note holder has the right at any time following the initial 180 days of note issuance, to convert all or any part of the outstanding and unpaid principal amount of this note to shares of common stock. The conversion price shall equal the variable conversion price of 65% multiplied by the market price. The market price shall mean the average of the lowest three (3) VWAP's for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. "VWAP" shall mean the daily dollar volume-weighted average sale price for the common stock on the principal market on any particular trading day. Conversion is subject to limitation of 4.99% beneficial ownership of the outstanding shares of common stock.
Convertible notes, interest rate			12.00%
Maturity date			Jan. 05, 2019

[1] $75,000 and $50,000 of Series C Notes were sold on August 25, 2014 and October 31, 2014.

[2] The 25,000 warrants issued are valued at $0.00583 per issued share.

[3] The 50,000 warrants issued are valued at $0.00278 per issued share.

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Royalty Financing (Details Narrative) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2014	Dec. 31, 2017
Royalty Financing Abstract
Royalty purchase agreement, amount			$ 2,000,000
Royalty purchase agreement			On October 31, 2014, the Company entered into a royalty purchase agreement with Grenville Strategic Royalty Corp. for the amount of $2,000,000. The agreement calls for a monthly payment to the seller based on a percentage of the total of certain revenue items and subject to a minimum payment amount until $8,000,000 has been paid.
Royalty payments	$ 689,723
Discounted amortization expense	319,003	$ 319,025
Royalty Financing	2,751,786			$ 2,432,783
Royalty financing, unamortized discount	4,558,509			$ 4,877,494
Accrued royalties	$ 1,181,795

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Related Party Transactions (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Proceeds from related party	$ 116,619	$ 0
Major Shareholder
Consulting services, description	January 2018, the Company entered into a renewed agreement with a company that is owned and controlled by a major shareholder to provide consulting services. Fees payable for performance of the consulting services are $13,000 per month.
Options granted	4,200,000
Exercise price	$ 0.15
Term of options granted	5 years
Stock price	$ 0.0517
Expected life	2 years 6 months
Volatility	70.00%
Risk free rate	0.03%
Grant date value	$ 34,683
Balance for services rendered	117,000	$ 90,000
Proceeds from related party	$ 116,619
Proceeds from related party, interest rate	12.00%

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Common Stock Transactions (Details Narrative) - Common Stock	9 Months Ended
	Sep. 30, 2018 USD ($) shares
Shares Issued for Convertible Notes, value | $	$ 88,000	[1]
Shares Issued for Convertible Notes, shares | shares	6,639,728	[2]

[1] $8,000 for value of shares issued August 2, 2018; $13,000 for value of shares issued February 22, 2018; $15,000 for value of shares issued February 12, 2018; $17,000 for value of shares issued February 7, 2018; $20,000 for value of shares issued January 17, 2018; $15,000 for value of shares issued January 10, 2018.

[2] 1,139,601 shares issued August 2, 2018; 1,300,000 shares issued February 22, 2018; 1,006,711 shares issued February 12, 2018; 1,700,000 shares issued February 7, 2018; 865,801 shares issued January 17, 2018; 627,615 shares issued January 10, 2018.

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Going Concern (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Total Comprehensive Income (Loss)	$ (372,628)	$ (714,301)	$ (1,952,311)	$ (1,573,590)
Working capital deficit	$ 8,392,190		$ 8,392,190

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Subsequent Events (Details Narrative) - USD ($)	1 Months Ended
	Nov. 30, 2018	Oct. 31, 2018	Dec. 31, 2014
Subsequent Event [Line Items]
Royalty payments, monthly			$ 2,000,000
Subsequent Event | PIV
Subsequent Event [Line Items]
Summary judgement	$ 953,079
Subsequent Event | Secured Debt
Subsequent Event [Line Items]
Repayment of secured debt, approximate		$ 625,000
Royalty payments, monthly		$ 6,000
Common stock issued		4,000,000
Subsequent Event | Sale of Interest in Subsidiary
Subsequent Event [Line Items]
Sale of interest in operating subsidiary		$ 2,250,000
Net proceeds from sale of interest in operating subsidiary, approximate		$ 400,000