Document and Entity Information
Document and Entity Information
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3 Months Ended | |
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Mar. 31, 2014
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May 08, 2014
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Document And Entity Information | ||
Entity Registrant Name | eWELLNESS HEALTHCARE Corp | |
Entity Central Index Key | 0001550020 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2014 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 15,603,000 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2014 |
Condensed Balance Sheets (Unaudited)
Condensed Balance Sheets (Parenthetical)
Condensed Balance Sheets (Parenthetical) (USD $)
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Mar. 31, 2014
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Dec. 31, 2013
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Statement of Financial Position [Abstract] | ||
Common shares subject to possible redemption, shares | 897,000 | 678,500 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 10,000,000 | 10,000,000 |
Common stock, shares outstanding | 10,000,000 | 10,000,000 |
Condensed Statement of Operations (Unaudited)
Condensed Statement of Operations (Unaudited) (USD $)
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3 Months Ended | 36 Months Ended | |
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Mar. 31, 2014
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Mar. 31, 2013
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Mar. 31, 2014
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Income Statement [Abstract] | |||
TOTAL REVENUES | |||
OPERATING EXPENSES | |||
General and administrative | 2,253 | 1,927 | 13,460 |
Professional Fees | 7,764 | 7,851 | 57,575 |
Total Operating Expenses | 10,017 | 9,778 | 71,035 |
OTHER INCOME (EXPENSE) | |||
Interest Income | 21 | 6 | 53 |
Income Expense - Related Party | (856) | (3,485) | |
Interest Expense | (20) | (34) | |
Total Other Income (Expense) | (835) | (14) | (3,466) |
Net Income before Income Taxes | (10,852) | (9,792) | (74,501) |
Income Tax Expense | (50) | (100) | |
NET LOSS | $ (10,852) | $ (9,842) | $ (74,601) |
BASIC AND DILUTED LOSS PER COMMON SHARE | $ (0.01) | $ (0.01) | |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 10,849,100 | 10,055,056 |
Condensed Statements of Cash Flows (Unaudited)
The Company
The Company
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3 Months Ended |
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Mar. 31, 2014
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company |
Note 1. The Company
The Company and Nature of Business
eWellness Healthcare Corporation (f/k/a Dignyte, Inc.), (the “Company”, “we”, “us”, “our”) was incorporated in the State of Nevada on April 7, 2011, to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has been in the developmental stage since inception and has no operations to date. Other than issuing shares to its original shareholder, the Company never commenced any operational activities.
As disclosed in the Current Report on form 8-K that was filed on April 11, 2014, we entered into a share exchange agreement (the “Initial Exchange Agreement”) pursuant to which we agreed to issue, 9,200,000 shares of our unregistered common stock, $.001 par value (the “common stock”) to the shareholders of eWellness Corporation, a Nevada corporation (“eWellness”). In addition, our former chief executive officer agreed to tender 5,000,000 shares of common stock back to the Company for cancellation and also to assign from his holdings an additional 2,500,000 shares to the shareholders of eWellness Corporation resulting in a total of 11,700,000 shares owned by those shareholders, as well as a further assignment of an additional 2,100,000 shares to other parties as stated therein.
The closing of the Initial Exchange Agreement was conditioned upon certain, limited customary representations and warranties, as well as, among other things, our compliance with Rule 419 (“Rule 419) of Regulation C under the Securities Act of 1933, as amended and the consent of our shareholders as required under Rule 419. However, Rule 419 required that the share exchange transaction (the “Share Exchange”) contemplated by the Initial Exchange Agreement occur on or before March 18, 2014. Accordingly, after numerous discussions with management and eWellness, the parties entered into an Amended and Restated Share Exchange Agreement (the “Share Exchange Agreement”) to reflect a revised business combination structure, pursuant to which we would: (i) file a registration statement on Form 8-A (“Form 8A”) to register our common stock pursuant to Section 12(g) of the Exchange Act, which we did on May 1, 2014 and (ii) seek to convert the participants of the Rule 419 transaction into participants of a similarly termed private offering (the “Converted Offering”). We also agreed to change our name to eWellness Healthcare Corporation to more accurately reflect our new business and operations after the Share Exchange, which occurred and was effective as of April 25, 2014.
As the parties satisfied all of the closing conditions, on April 30, 2014, we closed the Share Exchange. As a result, eWellness is now our wholly owned subsidiary and its shareholders own approximately 76.97% of the our issued and outstanding common stock, after giving effect to the cancellation of 5,000,000 shares of our common stock held by Andreas A. McRobbie-Johnson, our former chief executive officer and the further assignment of his shares of common stock as described therein.
Prior to the execution and delivery of the Share Exchange Agreement, the board of directors of Dignyte, Inc. approved the Share Exchange and the transactions contemplated thereby. Similarly, the board of directors of eWellness approved the Share Exchange. On April 25, 2014, immediately prior to the execution and delivery of the Share Exchange Agreement, Dignyte amended its certificate of incorporation to change its corporate name from “Dignyte, Inc.” to “eWellness Healthcare Corporation.”
Following the Share Exchange, we have abandoned our prior business plan and we are now pursuing eWellness’s historical businesses and proposed businesses. eWellness is in the initial phase of developing a unique telemedicine platform that offers Distance Monitored Physical Therapy Programs (“DMpt”) to pre-diabetic, cardiac and health challenged patients, through contracted physician practices and healthcare systems specifically designed to help prevent patients that are pre-diabetic from becoming diabetic. Our historical business and operations will continue independently.
The foregoing description of the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by the Share Exchange Agreement, a copy of which is attached to the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on May 6, 2014, and Exhibit 10.1 attached thereto which is incorporated herein by reference. |
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies
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3 Months Ended |
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Mar. 31, 2014
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Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies |
Note 2. Summary of Significant Accounting Policies
Development Stage
The Company’s financial statements are presented as statements of a development stage enterprise. Activities during the development stage primarily include related party equity-based and or equity financing. The Company has not commenced any significant operations and, in accordance with ASC Topic 915, the Company is considered a development stage company.
Basis of Presentation
The interim financial information of the Company as of period ended March 31, 2014 and March 31, 2013 and for the period from inception of development stage April 7, 2011 to March 31, 2014 is unaudited and does not reflect the consolidated business and operations of eWellness Corporation. The balance sheet as of December 31, 2013 is derived from audited financial statements. The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial statements. Accordingly, they omit or condense footnotes and certain other information normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles. The accounting policies followed for quarterly financial reporting conform with the accounting policies disclosed in Note 2 to the Notes to Consolidated Financial Statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2013. In the opinion of management, all adjustments which are necessary for a fair presentation of the financial information for the interim periods reported have been made. All such adjustments are of a normal recurring nature. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results that can be expected for the entire year ending December 31, 2014. The unaudited financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2013.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from these good faith estimates and judgments. |
Going Concern
Going Concern
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3 Months Ended |
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Mar. 31, 2014
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Going Concern | |
Going Concern |
Note 3. Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the period ended March 31, 2014, the Company has no revenues and no operations. As of March 31, 2014, the Company had not emerged from the development stage and has an accumulated loss of $74,601. Subsequent to the period ending March 31, 2014, the Company completed a share exchange with eWellness Corporation and eWellness is now a wholly owned subsidiary of the Company. (See Note 8 below). The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Restricted Cash
Restricted Cash
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3 Months Ended |
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Mar. 31, 2014
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Restricted Cash and Investments [Abstract] | |
Restricted Cash |
Note 4. Restricted Cash
Restricted cash is cash not available for immediate use. As of March 31, 2014, the Company had $80,783 in restricted cash equivalents in an escrow account at Evolve Bank & Trust in connection with the sale of our common stock pursuant to the terms set forth in our prospectus dated September 18, 2012. As outlined in the prospectus, the Company will be entitled to utilize up to 10% of the proceeds remaining after underwriting commissions, underwriting expenses and dealer allowances have been met in as much as the minimum offering of 50,000 shares has been reached. Per the prospectus, in the event an acquisition is not consummated within 18 months of the effective date of the prospectus or by March 18, 2014, the deposited funds will be returned on a pro rata basis to all investors. Because an acquisition was in process prior to this deadline, the funds were not returned. As noted in this report (See Note 8 below), the acquisition was completed subsequent to March 31, 2014. |
Accounts Payable-Related Party
Accounts Payable-Related Party
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3 Months Ended |
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Mar. 31, 2014
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Related Party Transactions [Abstract] | |
Accounts Payable-Related Party |
Note 5. Accounts Payable-Related Party
During the period from inception (April 7, 2011) to March 31, 2014, a related party, a company in which the Secretary-Treasurer and CFO of the Company is also serving as CFO, has paid $52,961 on the behalf of the Company. The amounts outstanding as of March 31, 2014 and December 31, 2013 were $46,091 and $40,893, respectively. During the period ended March 31, 2014, the Company recorded $856 imputed interest on the amount owed to the related party. |
Preferred and Common Stock
Preferred and Common Stock
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3 Months Ended |
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Mar. 31, 2014
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Equity [Abstract] | |
Preferred and Common Stock |
Note 6. Preferred and Common Stock
Preferred Stock
The total number of shares of preferred stock which the Company shall have authority to issue is 10,000,000 shares with a par value of $0.001. There have been no preferred shares issued as of March 31, 2014.
Common Stock
The total number of shares of common stock which the Company shall have authority to issue is 100,000,000 shares with a par value of $0.001. At inception on April 7, 2011, the Company issued 10,000,000 shares for the value of $10,000 (received by way of a demand promissory note in the principal amount of ten thousand dollars payable by Mr. McRobbie-Johnson to the Company). This promissory note has been repaid through consulting services performed by Mr. McRobbie-Johnson.
During the period ended March 31, 2014, the Company sold 200,000 shares of its common stock for $20,000 pursuant to the offering described in its prospectus dated September 18, 2012. The proceeds from the sale of our common stock are held in an escrow account as discussed in Note 4.
As of the period ended March 31, 2014, the Company has 10,000,000 shares of $0.001 par value common stock issued and outstanding.
Holders of shares of common stock are entitled to cast one vote for each share held at all stockholders’ meetings for all purposes including the election of directors. The common stock does not have cumulative voting rights.
No holder of shares of stock of any class is entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class or of securities convertible into shares of stock of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend. |
Commitments, Contingencies
Commitments, Contingencies
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3 Months Ended |
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Mar. 31, 2014
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Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies |
Note 7. Commitments, Contingencies
The President and director of the Company is involved in other business activities and may, in the future, become involved in other business opportunities that become available. He may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.
The Company does not own or lease property or lease office space. The office space used by the Company was arranged by the President and director of the Company to use at no charge.
From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations. |
Subsequent Events
Subsequent Events
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3 Months Ended |
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Mar. 31, 2014
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Subsequent Events [Abstract] | |
Subsequent Events |
Note 8. Subsequent Events
At the beginning of April, the Company sold 103,000 shares of common stock for $10,300. These shares were issued on April 23, 2014.
On April 11, 2014, we entered into a share exchange agreement (the “Initial Exchange Agreement”) pursuant to which we agreed to issue 9,200,000 shares of our unregistered common stock, $.001 par value (the “common stock”) to the shareholders of eWellness Corporation, a Nevada corporation (“eWellness”). In addition, our former chief executive officer agreed to tender 5,000,000 shares of common stock back to the Company for cancellation and also to assign from his holdings an additional 2,500,000 shares to the shareholders of eWellness Corporation resulting in a total of 11,700,000 shares owned by those shareholders, as well as a further assignment of an additional 2,100,000 shares to other parties as stated therein.
As the parties satisfied all of the closing conditions, on April 30, 2014, we closed the Share Exchange. As a result, eWellness is now our wholly owned subsidiary and its shareholders own approximately 76.97% of the our issued and outstanding common stock, after giving effect to the cancellation of 5,000,000 shares of our common stock held by Andreas A. McRobbie-Johnson, our former chief executive officer and the further assignment of his shares of common stock as described therein.
Prior to the execution and delivery of the Share Exchange Agreement, the board of directors of Dignyte, Inc. approved the Share Exchange and the transactions contemplated thereby. Similarly, the board of directors of eWellness approved the Share Exchange. On April 25, 2014, immediately prior to the execution and delivery of the Share Exchange Agreement, Dignyte amended its certificate of incorporation to change its corporate name from “Dignyte, Inc.” to “eWellness Healthcare Corporation.”
Following the Share Exchange, we have abandoned our prior business plan and we are now pursuing eWellness’s historical businesses and proposed businesses. eWellness is in the initial phase of developing a unique telemedicine platform that offers Distance Monitored Physical Therapy Programs (“DMpt”) to pre-diabetic, cardiac and health challenged patients, through contracted physician practices and healthcare systems specifically designed to help prevent patients that are pre-diabetic from becoming diabetic. Our historical business and operations will continue independently.
The foregoing description of the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by the Share Exchange Agreement, a copy of which is attached to the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on May 6, 2014, and Exhibit 10.1 attached thereto which is incorporated herein by reference.
On May 8, 2014, the Company issued 400,000 shares for a consulting services contract and 3,000 for marketing services. |
Summary of Significant Accounting Policies (Policies)
Summary of Significant Accounting Policies (Policies)
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3 Months Ended |
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Mar. 31, 2014
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Accounting Policies [Abstract] | |
Development Stage |
Development Stage
The Company’s financial statements are presented as statements of a development stage enterprise. Activities during the development stage primarily include related party equity-based and or equity financing. The Company has not commenced any significant operations and, in accordance with ASC Topic 915, the Company is considered a development stage company. |
Basis of Presentation |
Basis of Presentation
The interim financial information of the Company as of period ended March 31, 2014 and March 31, 2013 and for the period from inception of development stage April 7, 2011 to March 31, 2014 is unaudited and does not reflect the consolidated business and operations of eWellness Corporation. The balance sheet as of December 31, 2013 is derived from audited financial statements. The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial statements. Accordingly, they omit or condense footnotes and certain other information normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles. The accounting policies followed for quarterly financial reporting conform with the accounting policies disclosed in Note 2 to the Notes to Consolidated Financial Statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2013. In the opinion of management, all adjustments which are necessary for a fair presentation of the financial information for the interim periods reported have been made. All such adjustments are of a normal recurring nature. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results that can be expected for the entire year ending December 31, 2014. The unaudited financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2013. |
Use of Estimates |
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from these good faith estimates and judgments. |
The Company (Details Narrative)
The Company (Details Narrative) (Subsequent Event [Member])
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0 Months Ended | |
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Apr. 30, 2014
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Apr. 11, 2014
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Subsequent Event [Member]
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Unregistered common stock issued | 9,200,000 | |
Number of common stock returned to company by the officer | 5,000,000 | |
Number of shares assigned to shareholders form the holdings of officer | 2,500,000 | |
Number of shares owned by the shareholders, total | 11,700,000 | |
Additional number of common shares assigned to other parties | 2,100,000 | |
Percentage of issued and outstanding common stock own by shareholders of subsidiary | 76.97% | |
Cancellation of number of common stock held by Andreas A. McRobbie-Johnson | 5,000,000 |
Going Concern (Details Narrative)
Going Concern (Details Narrative) (USD $)
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Mar. 31, 2014
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Dec. 31, 2013
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Going Concern | ||
Accumulated deficit during development stage | $ 74,601 | $ 63,749 |
Restricted Cash (Details Narrative)
Restricted Cash (Details Narrative) (USD $)
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3 Months Ended | |
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Mar. 31, 2014
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Dec. 31, 2013
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Restricted Cash and Investments [Abstract] | ||
Restricted Cash | $ 80,783 | $ 62,761 |
Maximum percentage of remaining proceeds that the company can utilize | 10.00% | |
Number of minimum shares offered for underwriting expenses and dealer allowances | 50,000 |
Accounts Payable-Related Party (Details Narrative)
Accounts Payable-Related Party (Details Narrative) (USD $)
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3 Months Ended | 36 Months Ended | ||
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Mar. 31, 2014
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Mar. 31, 2013
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Mar. 31, 2014
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Dec. 31, 2013
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Accounts Payable-Related Party | $ 46,091 | $ 46,091 | $ 40,893 | |
Imputed Interest - related party | 856 | 3,485 | ||
Chief Financial Officer [Member]
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Amount paid by related parties | $ 52,961 | $ 52,961 |
Preferred and Common Stock (Details Narrative)
Preferred and Common Stock (Details Narrative) (USD $)
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0 Months Ended | 3 Months Ended | |
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Apr. 07, 2011
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Mar. 31, 2014
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Dec. 31, 2013
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Equity [Abstract] | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | |
Stock issued during the period, shares | 10,000,000 | 200,000 | |
Stock issued during the period, value | $ 10,000 | $ 20,000 | |
Common stock, shares issued | 10,000,000 | 10,000,000 | |
Common stock, shares outstanding | 10,000,000 | 10,000,000 |
Subsequent Events (Details Narrative)
Subsequent Events (Details Narrative) (Subsequent Event [Member], USD $)
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0 Months Ended | ||||
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Apr. 30, 2014
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Apr. 11, 2014
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Apr. 02, 2014
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May 08, 2014
Consulting Services [Member]
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May 08, 2014
Marketing Services [Member]
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Common stock issued during period | $ 10,300 | ||||
Common stock issued during period, shares | 103,000 | ||||
Unregistered common stock issued | 9,200,000 | ||||
Number of common stock returned to company by the officer | 5,000,000 | ||||
Number of shares assigned to shareholders form the holdings of officer | 2,500,000 | ||||
Number of shares owned by the shareholders, total | 11,700,000 | ||||
Additional number of common shares assigned to other parties | 2,100,000 | ||||
Percentage of issued and outstanding common stock own by shareholders of subsidiary | 76.97% | ||||
Cancellation of number of common stock held by Andreas A. McRobbie-Johnson | 5,000,000 | ||||
stock issued for services | 400,000 | 3,000 |