See accompanying notes to unaudited consolidated financial statements

~~Hasco Medical, Inc. & Subsidiaries~~- 5 -

~~Consolidated Statements of Operations~~

~~(unaudited)~~

For the NineMonths Ended
September 30

2013

(Restated)
2012

Product sales

$
42,582,459

$
37,926,136

Rental revenue

917,678

823,507

Service and other

9,665,307

7,162,955

Total net revenues

53,165,444

45,912,598

Cost of sales

41,449,478

36,067,359

Gross profit

11,715,966

9,845,238

Operating expenses:

Selling and marketing

3,212,704

2,844,408

General and administrative

7,577,424

5,841,062

Amortization and depreciation

232,121

225,410

Total operating expenses

11,022,249

8,910,880

Income from operations

693,717

934,358

Other income (expense)

Other income

613,202

373,979

Acquisition Fees

—

(26,740
)
Interest expense

(585,377
)

(635,368
)
Total other income (expense)

27,825

(288,129
)

Income from continuing operations before income taxes

721,542

646,229

Provision for (benefit from) income taxes

51,168

53,588

Income from continuing operations

$
670,374

$
592,641

(Loss) from Discontinued Operations, net of income tax

(201,862
)

(312,306
)
Net Income

$
468,512

$
280,335

Earnings per share:

Basic and dilutive-Continuing Operations

$
0.00

$
0.00

Basic and dilutive-Discontinued Operations

$
0.00

$
0.00

Weighted average shares outstanding:

Basic and dilutive

988,694,780

956,299,520

~~See accompanying notes to unaudited consolidated financial statements~~

Hasco Medical, Inc. & Subsidiaries

Consolidated Statements of Cash Flows

(unaudited)


	For the Nine Months Ended September 30,						For the Three Months Ended March 31,
	2013			(Restated) 2012			2014			2013

Cash Flows from Operating Activities:
Net income	$	468,512		$	280,335
Adjustment to reconcile Net Income to net cash provided by operations:
Net income (loss)							$	194,347		$	(198,712	)
Adjustment to reconcile net income (loss) to net cash provided by (used in) operations:
Depreciation and amortization		540,493			273,867			234,327			321,062
Loss (Gain) on disposal of property and equipment		625,866			(123,288	)
Stock based compensation		80,165			102,978			34,607			2,000
Issuance of stock in settlement of services		—			93,132
Bad debt expense		—			(87,364	)
Deferred tax asset		(72,554	)		—
Changes in assets and liabilities:
Accounts receivable		1,313,155			(634,812	)		364,811			1,796,155
Inventory		(973,176	)		2,106,649			590,726			(1,263,088	)
Deferred tax asset								—			(261,000	)
Prepaid expenses		(315,195	)		(11,573	)		(149,592	)		(182,989	)
Other assets		—			(326,704	)		18,035			5,871
Accounts payable		(532,885	)		(1,361,247	)
Accounts payable and accrued expenses								512,254			(325,594	)
Customer deposits and deferred revenue		(412,899	)		(428,959	)		872			(431,381	)
Accrued expenses and other liabilities		505,283			89,753
Net Cash Provided by (Used in) Operating Activities		1,226,765			(27,233	)
Other liabilities								381,162			231,609
Net Cash provided by (used in) Operating Activities								2,181,549			(306,067	)

Cash Flows from Investing Activities:
Proceeds from the sale of property and equipment		1,900			241,089
Purchase of property and equipment		(168,571	)		(418,689	)		(44,875	)		(121,999	)
Acquisition of business, net of cash acquired		(468,976	)		(500,000	)
Net Cash Used in Investing Activities		(635,647	)		(677,600	)
Decrease in other assets								—			144,087
Net Cash provided by (used in) Investing Activities								(44,875	)		22,088

Cash Flows from Financing Activities:
Proceeds from floor plan financing		24,035,927			17,327,381			10,751,664			7,964,524
Repayments of floor plan financing		(20,605,798	)		(16,116,968	)		(10,271,136	)		(6,598,718	)
Proceeds from line of credit financing		1,546,149			487,561
Repayments of line of credit financing		(3,363,854	)		(582,560	)
Proceeds from note and loan payables		—			523,444
Proceeds from line of credit								—			40,000
Repayments of line of credit								(1,374,333	)		(214,000	)
Repayments of note and loan payables		(364,406	)		(229,196	)		(121,665	)		(109,782	)
Proceeds from sale of common stock		2,000			39,890
Repayments of loans payables – related party								(83,557	)		(41,642	)
Principal payments under capital lease obligations		(807,267	)		(512,781	)		(103,384	)		(261,641	)
Repayments of loans payables – related party		(83,749	)		(123,649	)
Net Cash Provided by Financing Activities		359,002			813,122
Cash overdraft								(175,572	)		—
Proceeds from issuance of stock								—			2,000
Net Cash provided by (used in) Financing Activities								(1,377,983	)		780,741

Net increase in cash		950,120			108,289			758,691			496,762
Cash at beginning of period		850,391			212,460			150,313			850,391
Cash at end of period	$	1,800,511		$	320,749		$	909,004		$	1,347,153

Supplemental disclosures of cash flow information
Cash paid for:
Interest	$	585,377		$	654,398		$	281,914		$	184,098
Income taxes	$	—		$	—		$	170,218		$	—

Non-Cash transactions:
Promissory notes issued for the acquisition of assets	$	350,000		$	3,000,000
Vehicles purchased through capital leases	$	983,060		$	356,370
Loan payments made through issuance of common stock							$	42,426		$	—
Vehicles purchased through capital lease							$	201,426		$	—

See accompanying notes to unaudited consolidated financial statements

- 6 -

Hasco Medical, Inc. & Subsidiaries

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 ~~- NATURE~~– BASIS OF ~~OPERATIONS~~PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

Hasco Medical, Inc., formerly BBC Graphics of Palm Beach Inc. was incorporated in May 1999 under the laws of the State of Florida. Through a series of transactions, BBC Graphics of Palm Beach, Inc. (at the time an inactive corporation) became Hasco Medical, Inc. (Hasco). Concurrently, Hasco Medical, Inc. acquired Southern Medical & Mobility. In May, 2011, Hasco acquired Mobility Freedom, Inc. and Wheelchair Vans of America. In November, 2011, Hasco acquired Certified Medical Systems II (Certified Medical). A more detailed description of these transactions is contained in our 10-K filing with the Securities and Exchange Commission for the period ended December 31, ~~2012.~~2013. On March 1, 2012, Hasco Medical, Inc. completed the acquisition of Ride-Away Handicap Equipment Corp., a closely-held New Hampshire corporation (Ride-Away). On September 4, 2013, Hasco Medical, Inc. completed the acquisition of Auto Mobility Sales, Inc. (Auto Mobility).

Services and Products

Historically, our operations were focused on the provision of a diversified range of home health care services and products. Following our May 2011 acquisition of Mobility Freedom, ~~and~~ our March 2012 acquisition of Ride-Away and our September 2013 acquisition of Auto Mobility Sales, our operations are conducted within ~~two~~one major business ~~units:~~unit:


·	Modified Mobility Vehicles – conducts sales of ~~disabled~~handicap accessible vans, parts and services as well as the rental of such vehicles. This segment consists of Ride-Away Handicap Equipment Corp. which has ~~eleven~~twelve locations from Maine to Florida, Mobility Freedom Inc. which has five locations in Florida and includes ~~the d.b.a.~~ “Wheelchair Vans of America” operating our van rental operations, and Auto Mobility Sales, Inc., which has two (2) locations ~~Florida. “Certified Medical Auto” is an inactive entity.~~

·	~~Home Health Care - conducts operations~~ in ~~the home health care market. Southern Medical & Mobility, Inc. is located in Mobile, Alabama, and Certified Medical Systems II is located in Ocala,~~ Florida.

With our acquisitions of Mobility Freedom, Ride-Away, and Auto Mobility Sales, our ~~modified mobility vehicles~~Modified Mobility Vehicles segment comprises more than 97% of our consolidated revenues. As a consequence and for purposes of consolidated financial statement presentation, our Home Health Care segment is no longer materially relevant when considering the consolidated financial statements as a whole.

Our corporate headquarters and ~~principal~~principle corporate operations are conducted in Addison, Texas, a northern suburb of Dallas, Texas. We also house a portion of our corporate operations in Londonderry, New ~~Hampshire and Clermont, Florida.~~Hampshire. Hasco Medical Inc. is a Florida corporation.

Modified Mobility Vehicles

Ride-Away, ~~and~~ Mobility Freedom and Auto Mobility serve individuals with physical limitations that need specialty equipment in order to safely operate atheir vehicle. We also provide products for families and care-givers with transport requirements for those under care. In certain circumstances both the van itself and its specialty equipment ~~are~~is paid for directly by a federal or state agency. For the periods ended ~~September 30,~~March 31, 2014 and 2013, approximately 24% and ~~2012, approximately 19.6% and 16%~~13%, respectively, of the ~~modified mobility vehicles segment~~Modified Mobility Vehicles segments revenue was derived from veterans receiving benefits from the United States Department of Veterans Affairs (the “VA”). Mobility Freedom and Ride-Away are both a VA and Vocational Rehabilitation (VR) certified vendors in all the states in which we operate.

Ride-Away has ~~eleven~~twelve corporate owned stores which are located in Beltsville, MD, East Hartford, CT, Essex Junction, VT, Gray, ME, Londonderry, NH, Norfolk, VA, Norristown, PA, North Attleboro, MA, Norwood, MA, Richmond VA, and Tampa, ~~FL.~~FL and Astoria, NY. Mobility Freedom has five corporate owned stores located in Orlando, Largo, Clermont, Bunnell and Ocala, Florida. Auto Mobility Sales has locations in Fort Lauderdale and Lake Worth, Florida.

Wheelchair Vans of America specializes in renting conversion vans to disabled individuals, and is located in Orlando, Florida. Our rental operations compliment the retail products we provide through our Mobility Freedom, Auto Mobility Sales and Ride-Away subsidiaries.

~~Home Health Care~~

We operate two entities in the home health care market, Southern Medical and Certified Medical. These companies provide a variety of equipment and supplies to serve the needs of home care patients. Revenues from home medical equipment and supplies are derived principally from the rental and sale of wheelchairs, power chairs, hospital beds, ambulatory aids, bathroom aids and safety equipment, and rehabilitation equipment. Home respiratory rentals comprise a significant segment of the operations of our Southern Medical subsidiary. Our companies are both low-cost, high-quality providers of durable medical equipment and serve patients in Alabama, Florida, and Mississippi.

~~On June 21, 2013, the Board approved the closure of Southern Medical. This closure began on June 25, 2013.~~

Discontinued Operations

During the second quarter of 2013, the Company initiated a plan to liquidate the division of Southern Medical and Mobility. These operations were originally reported in the home health care segment. The Company assessed the fair value of the operations less the disposal costs and concluded there is no impairment of the carrying value of the assets. Management has also determined that the amount of assets continued to be realized is immaterial and therefore not separately disclosed.

- 7 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Accounting Policy

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal and recurring accruals) necessary to present fairly the consolidated financial position as of ~~September 30, 2013~~March 31, 2014 and the consolidated statements of operations, ~~comprehensive income (loss)~~ and cash flows for the ~~three and nine month~~ periods ended ~~September 30,~~March 31, 2014 and March 31, 2013 ~~and September 30, 2012~~ of Hasco Medical Inc. (“Hasco” or the “Company”).

The significant accounting policies followed by the Company are set forth in Note 1 to the Company’s consolidated financial statements in the December 31, ~~2012~~2013, Hasco Medical Inc. Annual Report on Form ~~10-KA~~10-K , which should be read in conjunction with these financial statements. The results of operations for the ~~periods~~period ended ~~September 20, 2013~~March 31, 2014 are not necessarily indicative of the result to be expected for the full year.

The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and present the financial statements of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The consolidated entities are:


·	Hasco Holdings, Inc.;
·	Southern Medical & Mobility, Inc.; (discontinued operations)
·	Mobility Freedom, Inc.;
·	Ride Away Handicapped Equipment, Inc.;
·	Auto Mobility Sales, Inc.;
·	Certified Medical Systems II, Inc.; and
·	Certified Medical Auto Division, Inc. (inactive).

Reclassifications

Prior period financial statement amounts have been reclassified to conform to current period presentation.

Use of Estimates

~~The preparation~~Management’s Discussion and Analysis or Plan of Operations is based upon our audited consolidated financial statements that have been prepared in accordance with ~~US GAAP requires management to make~~accounting principles generally accepted in the United States of America. Management bases its use of estimates on historical experience and on various other assumptions that ~~affect~~are believed to be reasonable under the ~~reported amounts~~circumstances, the results of which form the basis of making judgments about the carrying value of assets and liabilities that ~~affect the disclosure of contingent assets and liabilities at the date of the balance sheets and affect the reported amounts of revenues and expenses during the reporting periods.~~are not readily apparent from other sources. Actual results ~~could~~may differ significantly from ~~those estimates. Significant~~these estimates ~~in 2013 and 2012 include the allowance for doubtful accounts, the valuation of inventory, the useful life of property and equipment, and the fair value of acquisitions.~~

~~Fair Value of Financial Instruments~~

Effective January 1, 2008, the Company adopted FASB ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, and establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial positionunder different assumptions or ~~operating results, but did expand certain disclosures.~~

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:


	~~Level 1:~~	~~Observable inputs such as quoted market prices in active markets for identical assets or liabilities~~

	~~Level 2:~~	~~Observable market-based inputs or unobservable inputs that are corroborated by market data~~

	~~Level 3:~~	~~Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.~~

The carrying amounts of financial instruments, including cash, accounts receivable, accounts payable and accrued liabilities, and promissory note, approximated fair value as of September 30, 2013 and December 31, 2012, because of the relatively short-term maturity of these instruments and their market interest rates.conditions.

Revenue Recognition

The Company recognizes revenue in accordance with ~~FASB ASC~~Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 605, “Revenue Recognition”, and with the guidelines of the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition”. Under SAB 104, four conditions must be met before revenue can be recognized: (i) there is persuasive evidence that an arrangement exists, (ii) delivery has occurred or service has been rendered, (iii) the price is fixed or determinable, and (iv) collection is reasonably assured. Revenues consist of the sales of new and used vehicles, sales of parts and automotive services, commissions from finance and insurance products, vehicle rentals, sales of durable medical equipment and home health care services. The Company recognizes revenue in the period in which products are sold or the services are rendered and only if there is reasonable expectation of collection. For vehicles, a sale is recorded only when title has transferred and the vehicle has been delivered. Rebates received from manufacturers are recorded as a reduction of the costs of each vehicle and recognized upon the sale of the vehicle or when earned under a specific manufacturer program.

Rental fees for vehicles ~~and medical equipment and fees for home health care services~~ are recognized over the course of the rental or service term, with unbilled amounts accrued at period end in cases where the rental term extends beyond the end of a period.

In certain instances, customers place deposits on vehicles or special order parts for service and conversions. Deposits are not recognized as revenue until the related vehicle or part is sold.

- 8 -

The Company arranges financing for customers through various institutions and receives financing fees based on the difference between the loan rates charged to customers and wholesale financing rates set by the financing institution. The Company also receives fees from the sale of extended service contracts, warranties and vehicle security systems.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company places its cash with a high credit quality financial ~~institution.~~institutions. The Company’s ~~account~~accounts at ~~this institution is~~these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. From time to time and for the three month periods ended ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012,~~2013, the Company reached bank balances exceeding the FDIC insurance limit. To reduce its risk associated with the failure of such financial institution, the Company evaluates, at least annually, the rating of the financial institution in which it holds deposits.

~~Concentrations of Credit Risk~~

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable, and notes payable. The Company’s investment policy is to invest in low risk, highly liquid investments. The Company does not believe it is exposed to any significant credit risk in its cash investment.

The Company performs on-going credit evaluations of its customer base including those included in accounts receivable at September 30, 2013 and December 31, 2012, and generally does not require collateral for revenue generated from equipment sales and supplies. The Company maintains reserves for potential credit losses and such losses have been within management’s expectations.

~~Accounts Receivable~~

Accounts receivable includes receivables due from Medicare, Medicaid, and third party payers. The bad debt allowance as of September 30, 2013 and December 31, 2012 was $289,641 and $414,718, respectively. Management performs ongoing evaluations of its accounts receivable.

Due to the nature of the industry of medical equipment and supplies and the reimbursement environment in which that segment of the Company operates, certain estimates are required to record net revenues and accounts receivable at their net realizable values. Inherent in these estimates is the risk that they will have to be revised or updated as additional information becomes available. Specifically, the complexity and uncertainty of reimbursement amounts for certain services from certain payers may result in adjustments to amounts originally recorded. Such adjustments are typically identified and recorded at the point of cash application, claim denial or account review.

Management performs periodic analyses to evaluate accounts receivable balances to ensure that recorded amounts reflect estimated net realizable value. Specifically, management considers historical realization data, accounts receivable aging trends, and other operating trends. Also considered are relevant business conditions such as governmental and managed care payer claims processing procedures and system changes.

Accounts receivable are reduced by an allowance for doubtful accounts which provides for those accounts from which payment is not expected to be received, although services were provided and revenue was earned. Upon determination that an account is uncollectible, it is written-off and charged to the allowance.

~~Inventory~~

Inventory is valued at the lower of cost or market on a first-in first-out basis and includes finished goods, parts and supplies and work in process. Vehicle inventory is valued using specific identification.

~~Property and Equipment~~

Property and equipment, including rental equipment, are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets. Depreciation of rental equipment is computed using the straight-line method over the estimated useful lives, generally one to five years. Depreciation of rental equipment is charged to cost of sales. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.

~~Impairment of Long-Lived Assets~~

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not record any impairment charges for the three and nine months ended September 30, 2013 and December 31, 2012.

~~Impairment of Indefinite-Lived Intangible Assets~~

The Company reviews indefinite-lived intangible assets for impairment annually at October 1. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company recorded an impairment charge of $105,454 at October 1, 2012 related to its Home Healthcare reporting unit. The Company did not record any impairment charges for the three and nine months ended September 30, 2013 and 2012.

Related Parties

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management, and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as a distribution to related party.

~~Advertising~~

~~Advertising, marketing and selling is expensed as incurred. Such expenses for the nine months ended September 30, 2013 and September 30, 2012 totaled $3,212,704 and $2,851,398, respectively.~~

~~Shipping and Handling Costs~~

~~The Company classifies costs related to freight as costs of sales.~~

~~Stock Based Compensation~~

FASB ASC Topic 718: Compensation – Stock Compensation (“ASC 718”) requires companies to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. The Company elected to value employee stock options using the Black-Scholes option valuation method that uses assumptions that relate to the expected volatility of the Company’s common stock, the expected dividend yield of our stock, the expected life of the options and the risk free interest rate. Such compensation amounts, if any, are amortized over the respective vesting periods or period of service of the option grant.

Certain employees receive a portion of their compensation as Company common stock, and other employees receive the Company’s stock as part of their bonus plans. This compensation is valued at the trading value of the shares at the date of issuance.

~~Income Taxes~~

Deferred income tax assets and liabilities are computed for differences between the carrying amounts of assets and liabilities for financial statement and tax purposes. Deferred income tax assets are required to be reduced by a valuation allowance when it is determined that it is more likely than not that all or a portion of a deferred tax asset will not be realized. In determining the necessity and amount of a valuation allowance, management considers current and past performance, the operating market environment; tax planning strategies and the length of tax benefit carry forward periods.

Pursuant to accounting standards related to the accounting for uncertainty in income taxes, the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. The accounting standard also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. The adoption had no effect on the Company’s consolidated financial statements. The Company’s tax years 2011 and thereafter remain open to examination.

Earnings Per Share

Earnings per common share are calculated under the provisions of ASC 260. The accounting standard requires the Company to report both basic earnings per share, which is based on the weighted-average number of common shares outstanding, and diluted earnings per share, which is based on the weighted-average number of common shares outstanding plus all potential dilutive common shares outstanding. The computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted average shares outstanding if they would be anti-dilutive. There were no stock options which could potentially dilute earnings per share ~~as of September 30,~~for the periods ended March 31, 2014 and 2013, ~~and September 30, 2012,~~ respectively.

The following table sets forth the computation of basic and diluted income ~~(loss)~~ per share:


	Quarter ended September 30, 2013		(Restated) Quarter ended September 30, 2012			Three Months ended March 31, 2014		Three Months ended March 31, 2013
Numerator:
Net income (loss)	$	416,521	$	(12,560	)	$	194,347	$	(198,712	)

Denominator:
Denominator for basic loss per share
Denominator for basic income per share
(weighted-average shares)		989,460,705		984,657,699			994,619,535		988,069,704

Denominator for dilutive loss per share
Denominator for dilutive income per share
(adjusted weighted-average)		989,460,705		984,657,699			994,619,535		988,069,704

Basic and diluted loss per share from continuing operations	$	0.00	$	0.00
Basic and diluted income per share from continuing operations						$	0.00	$	0.00

The number of outstanding shares of our common stock as of ~~September 30, 2013~~March 31, 2014 was ~~991,887,666.~~996,938,389.

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.

- 9 -

NOTE 2 – ACCOUNTS RECEIVABLE

Accounts receivable ~~consists~~consisted of the following:


		September 30, 2013 (unaudited)	%		December 31, 2012	%	March 31, 2014 (unaudited)			%	December 31, 2013			%

Trade receivables	$	2,484,266	38.7	$	3,579,308	47.5	$	2,566,890		39.5	$	2,993,757		43.6
Government receivables		3,939,263	61.3		3,951,418	52.5		3,926,488		60.5		3,875,268		56.4
		6,423,529	100.0		7,530,726	100.0		6,493,378		100.0		6,869,025		100.0
Less: allowances for doubtful accounts		(289,641)			(414,718)			(675,509	)			(686,345	)
Total	$	6,133,888		$	7,116,008		$	5,817,869			$	6,182,680

Trade receivables represent amounts due for van sales, van rentals, and medical supplies that have been delivered or sold. Government receivables represent receivables from the VA and other Government bodies related to van sales and rentals listed above. The Company does not bill Medicare or Medicaid for any vehicle-related sales or service.

During the normal course of business, the Company extends unsecured credit to its customers. Management reviews its accounts receivable on a regular basis to determine if an allowance for doubtful accounts is necessary and adequate. An estimate for doubtful accounts is made when collection of the full amount is no longer probable.

~~The allowance for bad debt as of September 30, 2013 and December 31, 2012 was $289,641 and $414,718, respectively.~~

NOTE 3 – INVENTORY

Inventory consists of the following:

September 30, 2013
(unaudited)

December 31, 2012

Inventory - Vehicles

$
10,180,327

$
8,249,715

Equipment and supplies

1,419,340

1,019,303

Work in Process

237,923

1,220,370

$
11,837,590

$
10,489,388

~~NOTE 4 – INTANGIBLES~~

~~Intangible assets consist of the following:~~

September 30,

December 31,

Estimated

2013

2012

Life

(unaudited)

Goodwill related to acquisition of Mobility Freedom
Indefinite

1,641,303

1,641,303

Goodwill related to acquisition of Ride-Away
Indefinite

1,888,710

1,888,710

Trade name related to acquisition of Mobility Freedom
Indefinite

400,000

400,000

Trade name related to acquisition of Ride-Away
Indefinite

990,000

990,000

Primary market area related to acquisition of Mobility Freedom
Indefinite

280,000

280,000

Primary market area related to acquisition of Ride-Away
Indefinite

470,000

470,000

Goodwill related to acquisition of Auto Mobility Sales
Indefinite

318,061

—

Trade name related to acquisition of Auto Mobility Sales
2.32 years

40,000

—

Primary market area related to acquisition of Auto Mobility Sales
Indefinite

150,000

—

Non-compete agreements area related to acquisition of Auto Mobility Sales
3 years

80,000

—

Subtotal

6,258,074

5,670,013

Accumulated amortization

(3,659
)

—

Total

$
6,254,415

$
5,670,013

~~For the nine months ended September 30, 2013 and 2012 amortization expense was $3,659 and $0, respectively.~~


	March 31, 2014 (unaudited)			December 31, 2013
Vehicles	$	9,864,877		$	10,859,361
Equipment and supplies		980,250			1,008,996
Work in Process		574,258			412,829
Inventory reserve		(438,051	)		(709,126	)
	$	10,981,334		$	11,572,060

NOTE 54 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:


		September 30,			December 31,
	Estimated	2013			2012
	Life	(unaudited)						Estimated Life	March 31, 2014 (unaudited)			December 31, 2013
Building improvements	varies	$	883,589		$	883,589		varies	$	899,530		$	899,530
Office furniture and equipment	3-5 years		280,971			313,048		5 years		303,561			303,561
Rental equipment	13-36 months		480,855			1,165,186		13-36 months		479,834			434,959
Vehicles	5 years		107,171			162,273		5 years		91,521			91,521
Capitalized leases	Varies		1,796,322			1,243,322		Varies		1,777,701			1,576,275
Total			3,548,908			3,767,418				3,552,147			3,305,846
Accumulated depreciation			(1,388,206	)		(1,604,689	)			(1,387,930	)		(1,164,634	)
Net		$	2,160,702		$	2,162,729			$	2,164,217		$	2,141,212

For the ~~nine~~three months ended ~~September 30,~~March 31, 2014 and 2013 ~~and 2012~~ depreciation expense amounted to ~~$540,493~~$223,296 and ~~$273,867,~~$313,752, respectively of which ~~$213,696~~$0 and ~~$75,919~~$14,410 is included in discontinued operations, respectively.

The Company has entered into various financing arrangements in connection with the acquisition of delivery vehicles (see Note 6 below).

- 10 -

NOTE 5 – INTANGIBLE ASSETS

Intangible assets consist of the following:


	Estimated Life		March 31, 2014 (unaudited)			December 31, 2013
Goodwill related to acquisition of Mobility Freedom	Indefinite		1,641,303			1,641,303
Goodwill related to acquisition of Ride-Away	Indefinite		1,888,710			1,888,710
Trade name related to acquisition of Mobility Freedom	Indefinite		400,000			400,000
Trade name related to acquisition of Ride-Away	Indefinite		990,000			990,000
Primary market area related to acquisition of Mobility Freedom	Indefinite		280,000			280,000
Primary market area related to acquisition of Ride-Away	Indefinite		470,000			470,000
Goodwill related to acquisition of Auto Mobility Sales	Indefinite		284,213			284,213
Trade name related to acquisition of Auto Mobility Sales	2.32 years		40,000			40,000
Primary market area related to acquisition of Auto Mobility Sales	Indefinite		150,000			150,000
Non-compete agreements area related to acquisition of Auto Mobility Sales	3 years		80,000			80,000
Subtotal			6,224,226			6,224,226
Accumulated amortization			(21,223	)		(10,192	)
Total		$	6,203,003		$	6,214,034

For the three months ended March 31, 2014 and 2013 amortization expense was $11,031 and $0, respectively.

NOTE 6 – NOTES PAYABLE AND DEBT

Revolving Line of Credit

On November 1, 2012, the Company renewed its Commercial Note agreement with a bank for advances of funds for working capital purposes under a line of credit arrangement for $8,000,000 with an interest calculation of the prime rate plus 0.25% which reflected an interest rate ~~plus .25% or~~of 3.50% .as of March 31, 2014. The agreement is secured against all property of the borrowers assets, on demand with an annual review as of ~~September 30,~~December 31, 2013. ~~The bank has granted the Company an extension as of October 31, 2013 thru June 30, 2014.~~ Payments due are interest only and the interest rate varies based on the Company’s leverage ratio. The balance of the line of credit was ~~$4,263,662~~$928,810 at ~~September 30,~~March 31, 2014 and $2,303,143 at December 31, 2013.

The Company was in compliance with its line of credit covenants at March 31, 2014 and December 31, 2013.

Note Payable – Floor Plan

The Company has a ~~“floor plan”~~floor plan line of credit with General Electric Credit Corporation with a maximum borrowing capacity of $11,250,000 for Ride-Away, $3,850,000 for Mobility Freedom, and $1,750,000 for Auto Mobility ~~Sales.~~Sales at March 31, 2014. The borrowing capacity was increased by $5 million on May 20, 2013. Amounts borrowed for ~~vehicle inventory acquisition~~vehicles under this line bear no interest for ~~a short term~~60 days and then bear interest ~~based upon~~at the 90 day LIBOR ~~rate.~~plus 6.0% for Ride-Away and at the 90 day LIBOR plus 5.5% for Mobility Freedom and Auto Mobility Sales. The loan balance on the vehicle is due when the vehicle is fully ~~funded.~~funded or paid by the customer. If the vehicle is not fully funded or paid within nine months of being purchased by the Company and funded by the floor plan, a graduated percentage of the balance is due with the entire balance due at twelve months. The note is secured by the vehicles financed. At ~~September 30,~~March 31, 2014 and December 31, 2013, the Company had ~~$11,268,495~~$12,655,167 and $12,174,639 respectively, outstanding under these lines. With the discretionary nature of this loan agreement, the Lender or the Company can terminate this agreement with a thirty (30) day written notice at any time.

~~The~~Subsequent to March 31, 2014, the Company was ~~in compliance with its bank covenants at September 30, 2013.~~notified of a default under this floor plan agreement for lack of timeliness of financial statements. This default has been remedied by a “Notice of Covenant Waiver” of such default from the lender.

- 11 -

Installment Debt

Installment debts consist of the following:


	September 30,		December 31,
	2013		2012		March 31, 2014 (unaudited)		December 31, 2013
	(unaudited)
Vehicle Note Payable, dated August 18, 2011, vehicle financing arrangement for tow truck, original amount of $47,124, 5 years (60 months), 0% interest rate, commenced October 1, 2011, matures on October 1, 2016, monthly installment payments of $785		28,275		35,343		23,562		25,918

Note Payable, dated May 13, 2011, issued for the acquisition of Mobility Freedom, original amount of $2 million, fifteen years (180 months), 5% interest rate, commenced August 1, 2011, matures on July 1, 2026, monthly installment payments of $16,877 secured by guarantee from the majority shareholder of Mobility Freedom.		1,801,730		1,878,293
Note Payable, dated May 13, 2011, issued for the acquisition of Mobility Freedom, original amount of $2 million, fifteen years (180 months), 6% interest rate, commenced August 1, 2011, matures on July 1, 2026, monthly installment payments of $16,877 secured by grantee from the majority shareholder of Mobility Freedom						1,753,924		1,785,953

Note Payable to related party, dated May 13, 2011, issued for the acquisition of Mobility Freedom, original amount of $2 million, ten years (120 months), 6% interest rate, commenced August 1, 2011, matures on July 1, 2021, monthly installment payments of $22,204		1,689,842		1,773,591
Note Payable to related party, dated May 13, 2011, associated with the acquisition of Mobility Freedom, original amount of $2 million, ten years (120 months), 5% interest rate, commenced August 1, 2011, matures on July 1, 2021, monthly installment payments of $22,204						1,545,373		1,618,387

Note Payable, dated November 16, 2011, issued for the acquisition of Certified Auto, original amount of $50,000, four years (16 quarters), 0% interest rate, commenced January 16, 2012, matures on November 16, 2015, quarterly installment payments of $3,125		24,910		34,375		18,660		21,785

Note Payable, dated March 1, 2012, issued for the acquisition of Ride-Away, original amount of $3,000,000, ten years (120 months), 5% interest rate, commences June 1, 2012, matures on May 2, 2022, monthly installment payments of $31,820. Note is with the former owner of Ride-Away		2,660,470		2,863,060		2,534,675		2,618,831

Commercial Note payable, dated March 1, 2012, issued for the acquisition of Ride-Away, original amount of $500,000 , five years (60 months), 6% interest rate, commenced April 1, 2012, matures March 1, 2017, monthly installment payments of $9,685		358,277		426,997
Note payable to related party, dated March 1, 2012, issued for the acquisition or Ride-Away, original amount of $500,000 , five years (60 months), 6% interest rate, commenced April 1, 2012, matures March 1, 2017, monthly installment payments of $9,685						310,091		342,143

Promissory Note, dated September 4, 2013, issued for the acquisition of Auto Mobility Sales, original amount of $210,000 , five years (60 months), 5% interest rate, commenced November 1, 2013, matures October 1, 2018, monthly installment payments of $3,963		210,000		—
Promissory Note payable to a related party, dated September 4, 2013, issued for the acquisition of Auto Mobility Sales, original amount of $210,000 , five years (60 months), 5% interest rate, commenced November 1, 2013, matures October 1, 2018, monthly installment payments of $3,963						191,265		205,877

Promissory Note, dated September 4, 2013, issued for the acquisition of Auto Mobility Sales, original amount of $140,000 , five years (60 months), 5% interest rate, commenced November 1, 2013, matures October 1, 2018, monthly installment payments of $2,642		140,000		—
Promissory Note payable to a related party, dated September 4, 2013, issued for the acquisition of Auto Mobility Sales, original amount of $140,000 , five years (60 months), 5% interest rate, commenced November 1, 2013, matures October 1, 2018, monthly installment payments of $2,642						127,511		133,815

Total debt	$	6,913,504	$	7,011,659		6,505,061		6,752,709

Current portion of long-term debt, notes payable	$	748,482	$	621,052		718,278		729,692
Long-term portion		6,165,022		6,390,607	$	5,786,783	$	6,023,017
Total Debt	$	6,913,504	$	7,011,659

~~Future debt amortization:~~- 12 -

2013
$
174,891

2014

717,377

2015

751,979

2016

780,046

2017

745,229

thereafter

3,743,982

$
6,913,504

~~NOTE 7 – RELATED PARTY TRANSACTIONS~~

~~Loans payable to related party~~

In June 2008 the Company entered into a note payable with its largest shareholder Hasco Holdings, LLC. The loan was in the amount of $150,000 and bore interest at 10% per annum. The loan had a term of five (5) years. As part of the acquisition of Mobility Freedom, an additional $1,850,000 note was issued to this shareholder and both these notes were combined into an aggregated ten (10) year installment note with a face value of $2,000,000 at a more favorable interest rate of 5%. No compensation was demanded or paid for the reduced interest rate.

On March 1, 2012, Hasco Medical, Inc. completed the acquisition of Ride-Away. Pursuant to the terms of the Stock Purchase Agreement, Hasco Medical paid Mark Lore a $3,000,000 Promissory Note bearing 5% simple interest, principal and interest payable monthly over 10 years. Subsequently Mr. Lore became an officer of the Company and has since resigned.

~~In December 2012, a commercial Note Payable from Hancock Bank was converted to a Note Payable from a related party.~~

In connection with the acquisition of Ride-Away, on March 1, 2012 the Company issued a note to a Related Party in the original amount of $500,000 over 60 months at an interest rate of 6%, with payments commencing on April 1, 2012. The note matures on March 1, 2017. Monthly installment payments are $9,685.

In connection with the acquisition of Auto Mobility Sales, on September 4, 2013 the Company issued a promissory note to a Related Party in the original amount of $210,000 over 60 months at an interest rate of 5%, with payments commencing on November 1, 2013. The note matures on October 1, 2018. Monthly installment payments are $3,963.

In connection with the acquisition of Auto Mobility Sales, on September 4, 2013 the Company issued a promissory note to a Related Party in the original amount of $140,000 over 60 months at an interest rate of 5%, with payments commencing on November 1, 2013. The note matures on October 1, 2018. Monthly installment payments are $2,642.

~~Issuance of common stock~~

~~In March 2011, the Company issued 9,000,000 shares in connection with the payment of accrued management fees of $180,000 to Hasco Holdings, LLC.~~

~~In December 2011, the Company issued a total of 21,111,111shares of common stock, at the fair market value of $365,000, in exchange of accrued debts due to Hasco Holdings, LLC.~~

On March 1, 2012, Hasco Medical, Inc. completed the acquisition of Ride-Away. Pursuant to the terms and conditions of the Stock Purchase Agreement, Hasco Medical paid a non-related party 176,944,450 shares of Hasco Medical, Inc. common stock, valued at $2,500,000. Subsequently the payee became a related party as an officer of the Company. As of April 8, 2013, the officer resigned.

In the first quarter of 2013, 178,740 shares of common stock valued at $2,000 were issued to our former Chief Financial Officer as employee compensation. In the second quarter of 2013, 118,120 shares of common stock valued at $2,000 were issued to our former Chief Financial Officer as employee compensation.

~~Sale of common stock~~

~~In March 2011, in connection with the sale of the Company’s common stock, the Company issued 100,000 shares of common stock to a Company director for net proceeds of approximately $1,400.~~

NOTE 87 – STOCKHOLDERS’ EQUITY

On May 12, 2009 Hasco Medical, Inc. (“Hasco”) completed the acquisition of Southern Medical & Mobility, Inc. (SMM”) pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”) among Hasco, SMM and Southern Medical Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company. Under the terms of the Merger Agreement Southern Medical Acquisition, Inc. was merged into Southern Medical & Mobility, Inc., and Southern Medical & Mobility, Inc. became a wholly-owned subsidiary of Hasco. The shareholder of Southern Medical & Mobility, Inc. was issued a total of 554,676,000 shares of the Company’s common stock in exchange for their Southern Medical & Mobility, Inc. share.

After the merger and transactions that occurred at the same time as the merger, there were 642,176,000 shares of the Company’s common stock outstanding, of which 620,000,000, approximately 96.5%, were held by Hasco Holdings, LLC, the former sole shareholder of Southern Medical & Mobility, Inc.

Prior to the merger, the Company was a shell company with no business operations. For accounting purposes, Hasco Medical, Inc. accounted for the transaction as a reverse acquisition and Hasco was the surviving entity as a publicly-traded company under the name Hasco Medical Inc. and subsidiaries. The Company did not recognize goodwill or any intangible assets in connection with this transaction.

Effective with the reverse merger, all previously outstanding common stock owned by Hasco Medical, Inc.’s shareholders were exchanged for the Company’s common stock. The value of the Company’s common stock that was issued to Hasco Medical, Inc.’s shareholders was the historical cost of the Company’s net tangible assets, which did not differ materially from its fair value.

All references to common stock, share and per share amounts have been retroactively restated to reflect the reverse acquisition as if the transaction had taken place as of the beginning of the earliest period presented.

On May 13, 2011 Hasco Medical, Inc. completed the acquisition of Mobility Freedom, Inc and Wheel Chair Vans of America (a DBA of Mobility Freedom, Inc.). Pursuant to the terms of the transaction, Hasco paid the selling shareholders of Mobility Freedom Inc. and Wheelchair Vans of America $1,850,000 in cash and a $2,000,000 Promissory Note with a 15 year term bearing interest at 6% for a total consideration of $3,850,000 along with 250,000 shares of Hasco Medical, Inc. common stock.

On November 16, 2011 Hasco Medical, Inc completed the acquisition of Certified Medical Systems II, Inc. (Certified Medical) and Certified Medical Auto Division, Inc. (Certified Auto). Pursuant to the terms of the transaction, Hasco paid the selling shareholders $50,000 in cash and a $50,000 Promissory Note with a 4 year term for a total consideration of $100,000 along with 2,857,143 shares of Hasco Medical, Inc. common stock. The equity of Certified as well as the amount the Company paid for its assets was less than 10% of the total assets of Hasco and its consolidated subsidiaries.

OnDuring quarter ended March 1, 2012, Hasco Medical, Inc. completed the acquisition of Ride-Away Handicap Equipment Corp., a closely-held New Hampshire corporation (Ride-Away). Pursuant to the terms and conditions of the Stock Purchase Agreement, Hasco Medical paid the sole selling shareholder of Ride-Away $500,000 in cash and a $3,000,000 Promissory Note bearing 5% simple interest, principal and interest payable monthly over 10 years., along with 176,944,450 shares of Hasco Medical, Inc. common stock, valued at $2,500,000, for a total consideration of $6,000,000.

~~NOTE 9 – STOCK OPTION AND STOCK GRANT PLANS~~

~~All previously issued stock option grants were cancelled with no shares having been exercised.~~

~~In the first nine months of 2013, 1,047,560~~31, 2014, 750,000 shares of common stock valued at ~~$29,500 were issued to an officer as employee compensation, 2,638,964 shares of common stock valued at $43,350~~$15,000 were issued to key employees as employee compensation and ~~239,370~~1,020,414 shares of common stock valued at ~~$7,316~~$19,607 were issued to directors as board compensation.

~~NOTE 10 – COMMITMENTS~~

~~Operating Leases~~

~~The Ride-Away division leases office space in twelve locations from Maine to Florida under two to twenty-one year operating leases that expire in varying dates from August~~During quarter ended March 31, ~~2013 to January 15, 2027. The Mobility Freedom division leases office space in four Florida locations under two to five year operating leases that expire at varying dates from April 30,~~ 2014, to September 30, 2015. The Certified Mobility and Certified Auto division leases office space in Ocala, Florida under a five-year operating lease that expires on April 30, 2014. The Company leased office space in Mobile, Alabama under a five-year operating lease that expired on September 30, 2013. The office lease agreements have certain escalation clauses and renewal options. Auto Mobility Sales, Inc. has two leases located in Ft. Lauderdale and Lake Worth, Florida. Hasco Medical has an office lease in Addison, Texas. Additionally, the Company ~~has lease agreements~~issued 2,032,899 shares of common stock valued at $42,426, in lieu of payments for ~~computer equipment, including an office copier and fax machine. Future minimum rental payments required under these operating leases are as follows:~~

Remainder of 2013
$
510,644
2014

2,093,184
2015

1,800,586
2016

1,417,610
2017

1,206,351
2018 and thereafter

4,690,512

$
11,718,887

~~Rent expense was $1,265,227 and $824,727 for the nine months ended September 30, 2013 and 2012, respectively.~~notes payable-related party.

NOTE 118 – CONTINGENCIES

Company operations involve the handling and disposal of waste and hazardous material within a highly regulated oversight structure. The Company is subjected to inspections by OSHA and other regulatory bodies. Management believes that there are no current regulatory claims that would have a material effect on the Company’s financial position or results of operations.

The Company attempts to mitigate any claim or potential claim through its risk management (insurance) program and through its policies of quality control on all vehicles sold or upon which maintenance is performed.NOTE 9 – INCOME TAXES

~~From time~~Prior to ~~time~~its acquisition in June 2008 by HASCO Holdings, LLC, the Company ~~may be involved~~was an S Corporation. Beginning in ~~legal matters~~June 2008 the Company’s tax status changed to a C Corporation. The Company accounts for income taxes under ASC Topic 740: Income Taxes which require the recognition of deferred tax assets and ~~claims against~~liabilities for both the ~~Company. It is the opinion~~expected impact of Management, in consultation with our attorneys, that to the extent any such claim may have reasonable possibility of prevailing, potential awards or judgments would be of immaterial financial effect when consideringdifferences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carryforwards. ASC Topic 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets.

As of March 31, 2014 and 2013, the Company had net loss carry forwards available to reduce its future federal taxable income of approximately $0 and $1,263,000, respectively. These loss carryovers, if unused, expire through 2030. These losses may be subject to limitation under Internal Revenue Code Section 382 in the event of a more than 50% owner shift.

The table below summarizes the differences between the Company’s effective tax rate and the statutory federal rate as ~~a whole.~~follows for income for continuing operations for the periods ended March 31, 2014 and 2013:


	For The Three Months Ended March 31,
	2014		2013
Expected federal income tax expense (34%)	$	127,184	$	(34,000	)
State tax expense, net of federal tax effect		23,427		(4,000	)
Other		19,607		—
		170,218		(38,000	)
Change in valuation allowance		—		(223,000	)
Net income tax expense(benefit)		170,218		(261,000	)

NOTE 1210 – SEGMENT REPORTING

Accounting standards for the Disclosure about Segments of an Enterprise and Related Information establishes standards for the reporting by business enterprises of information about operating segments, products and services, geographic areas, and major customers. The method for determining what information to report is based on the way that management organizes the operations of the Company for making operational decisions and assessments of financial performance.

According to such standards, management determined that, as a consequence of our Home Healthcare Segment now comprising less than 5% of our Gross Revenue, the reporting of segment operating results is no longer relevant when considering the financial statement as a whole.

NOTE ~~13 – INCOME TAXES~~

For the nine months ended September 30, 2013 the Company recognized an income tax provision of $149,628. This includes an income tax benefit related to discontinued operations of $124,455 and income tax expense of $51,168 related to continuing operations. The company has recognized a deferred tax benefit for the nine months ended September 30, 2013 of $72,554. This includes an income tax benefit related to discontinued operations of $123,722 and an income tax provision of $51,168 related to continuing operations

~~NOTE-14~~11 – SUBSEQUENT EVENTS

~~The Company has determined that there are no significant subsequent events~~In April 2014, 666,667 shares of common stock valued at ~~this time.~~$10,000 were issued to a key employee as employee compensation.

~~NOTE 15 – RESTATEMENT~~- 13 -

~~Subsequent to the Company filing its Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, management determined that the Company:~~


A)	had failed to properly record the purchase price allocations related to the May 13, 2011 acquisition of Mobility Freedom, Inc. and the March 1, 2012 acquisition of Ride-Away Handicap Equipment Corp. and the effects of these corrections on amortization expense and other income accounts.

B)	had failed to properly classify direct labor and overhead as cost of goods sold for the quarter ended September 30, 2013. We previously classified the direct labor and overhead as a component of general and administrative expenses, a line item in the consolidated statements of operations of our previously issued consolidated financial statements.

C)	~~had failed to properly depreciate leasehold improvements from useful life to the shorter of useful life or lease term.~~

D)	~~had failed to properly relieve inventory for sold vehicles that previously had not been fully relieved from inventory.~~

E)	~~had failed to properly account for certain Home Healthcare revenues using the Net Revenue method. We previously used the Gross Revenue method.~~

As a result of the above, the Company is restating its previously issued consolidated financial statements for the three and nine month periods ended September 30, 2012 to correct the errors noted above with the Securities and Exchange Commission within this Quarterly Report. Accordingly, the accompanying consolidated balance sheet and statements of operations for the period described in the preceding sentence have been retroactively adjusted as summarized below:

Effect of Correction of Purchase Price Allocation, Direct Labor and Overhead, Depreciation of Leasehold Improvements, Correction of Inventory, and Net Revenue method

As Previously
Reported

As Restated

Retroactive
Adjustment

At September 30, 2012

ASSETS

  - Inventory

$
12,664,680

$
12,573,613

$
(91,067
)
(4)
  - Total current assets

$
19,133,863

$
19,042,796

$
(91,067
)

  - Property and equipment

$
1,538,075

$
2,642,599

$
1,104,524

(1),(3)
  - Intangible property

$
7,359,068

$
5,775,466

$
(1,583,602
)
(1)
  - Other non-current assets

$
9,170

$
585,779

$
576,609

(1)
  - Total assets

$
28,040,176

$
28,046,640

$
6,464

LIABILITIES

  - Obligation under capital leases

$
—

$
495,748

$
495,748

(1)
  - Total current liabilities

$
18,362,495

$
18,858,243

$
495,748

  - Capital lease obligations, net of current portion

$
—

$
757,081

$
757,081

(1)
  - Total liabilities

$
24,912,090

$
26,164,919

$
1,252,829

RETAINED EARNINGS/EQUITY

  - Accumulated deficit

$
(4,409,496
)
$
(5,655,861
)
$
(1,246,365
)
(1)
  - Total stockholders’ equity

$
3,128,086

$
1,881,721

$
(1,246,365
)

  - Total liabilities/stockholders’ equity

$
28,040,176

$
28,046,640

$
6,464

Effect of Correction of Purchase Price Allocation, Direct Labor and Overhead, Depreciation of Leasehold Improvements, Correction of Inventory, and Net Revenue method

As Previously
Reported

As Restated

Retroactive
Adjustment

STATEMENT OF OPERATIONS

Nine Months Ended September 30, 2012

  - Cost of sales

$
33,563,372

$
36,067,359

$
4,362,764

(1),(2),(4)
  - Gross profit

$
13,046,010

$
9,845,238

$
(3,200,772
)

  - General and administrative

$
9,149,955

$
5,841,062

$
(3,308,893
)
(1),(2)
  - Depreciation and amortization

$
449,744

$
225,410

$
(224,334
)
(1),(3)
  - Total operating expenses

$
12,451,097

$
8,910,880

$
(3,540,217
)

  - Income from operations

$
594,913

$
934,358

$
339,445

  - Other income

$
397,515

$
373,979

$
(23,536
)
(1)
  - Interest expense

$
(654,398
)
$
(635,368
)
$
19,030

(1)
  - Total other income (expense)

$
(283,623
)
$
(288,129
)
$
(4,506
)

  - Income from operations before income taxes

$
311,290

$
646,229

$
334,939

  - Net income

$
257,702

$
280,335

$
22,633

STATEMENT OF OPERATIONS

Three Months Ended September 30, 2012

  - Cost of sales

$
13,099,483

$
14,233,667

$
1,134,184

(1),(2),(4)
  - Gross profit

$
4,974,919

$
3,658,772

$
(1,316,147
)

  - General and administrative

$
3,559,466

$
2,233,605

$
(1,325,861
)
(1),(2)
  - Depreciation and amortization

$
171,738

$
91,012

$
(80,726)

(1),(3)
  - Total operating expenses

$
4,857,432

$
3,448,885

$
(1,408,547
)

  - Income from operations

$
117,487

$
209,887

$
92,400

(1)
  - Other income

$
163,965

$
138,026

$
(25,939
)
(1)
  - Interest expense

$
(269,384
)
$
(265,617
)
$
3,767

  - Total other income (expense)

$
(105,419
)
$
(127,591
)
$
(22,172
)

  - Income (loss) from operations before income taxes

$
12,068

$
82,296

$
70,228

  - Net income (loss)

$
3,092

$
(12,560
)
$
(15,652
)

STATEMENT OF CASH FLOWS

Nine Months Ended September 30, 2012

Cash Flows from Operating Activities

  - Net income

$
257,702

$
280,335

$
22,633

(5)
  - Depreciation

$
524,147

$
273,867

$
(250,280
)
(7)
  - Inventory

$
841,567

$
2,106,649

$
1,265,082

(7)
  - Other assets

$
249,905

$
(326,704
)
$
(576,609
)
(7)
  - Accounts payable

$
667,071

$
(1,361,247
)
$
(2,028,318
)
(7)
  - Accrued expenses and other liabilities

$
14,753

$
89,753

$
75,000

(7)
  - Cash provided by (used in) operating activities

$
1,465,259

$
(27,233
)
$
(1,492,492
)

Cash Flows from Investing Activities

  - Purchase of property and equipment

$
(280,275
)
$
(418,689
)
$
(138,414
)
(7)
  - Acquisition of investment in subsidiary

$
—

$
(500,000
)
$
(500,000
)
(7)
  - Cash used in investing activities

$
(39,186
)
$
(677,600
)
$
(638,414
)

Cash Flows from Financing Activities

  - Proceeds from floor plan financing

$
18,858

$
17,327,381

$
17,308,523

(6)
  - Repayments of floor plan financing

$
—

$
(16,116,968
)
$
(16,116,968
)
(6)
  - Proceeds from line of credit

$
—

$
487,561

$
487,561

(6)
  - Repayments of line of credit

$
—

$
(582,560
)
$
(582,560
)
(6)
  - Proceeds from note and loan payables

$
—

$
523,444

$
523,444

(6)
  - Repayments of note and loan payables

$
(1,376,532
)
$
(229,196
)
$
1,147,336

(6)
  - Principal payments under capital leases

$
—

$
(512,781
)
$
(512,781
)
(6)
  - Repayments of loan payables – related party

$
—

$
(123,649
)
$
(123,649
)
(6)
  - Cash provided by (used in) financing activities

$
(1,317,784
)
$
813,122

$
2,130,906


~~(1)~~	~~Period effect on results of operations to correct the purchase price allocations related to the Mobility Freedom and Ride-Away acquisitions~~
~~(2)~~	~~Period effect on results of operations for reclassification of labor and overhead~~
~~(3)~~	~~Period effect on results of operations for change in method to depreciate leasehold improvements~~
~~(4)~~	~~Period effect on results of operations for inventory adjustments~~
~~(5)~~	~~Total period effect on results of operations for adjustments~~
~~(6)~~	~~Total period effect to display amounts in gross format~~
~~(7)~~	~~Total effect on results of operations to correct the purchase price allocations related to the Mobility Freedom and Ride-Away acquisitions~~

NOTE 1612 – ACQUISITIONS AND PROFORMA FINANCIAL INFORMATION

~~On September 4, 2013, Hasco Medical, Inc. completed the acquisition of~~ Auto Mobility Sales Inc., a closely-held Delaware corporation with locations in Ft. Lauderdale and Lake Worth, Florida. Pursuant to the terms and conditions of the Stock Purchase Agreement, Hasco Medical paid the two sole selling shareholders of Auto Mobility Sales, Inc., $600,000 in cash and $350,000 in Promissory Notes bearing 5% simple interest, principle and interest payable monthly over 5 years for a total consideration of $950,000. Additionally, the management of Hasco Medical, Inc. considered the two sole shareholders of Auto Mobility Sales, Inc. as “key” employees and each was signed to a 2 year employment and non-compete agreement. The Company reviewed leases, financial statements, employment agreements and other significant agreements to identify potential assets or liabilities that require recognition in connection with the application of acquisition accounting under ASC 805. Intangible assets are recognized apart from goodwill when the asset arises from contractual or other legal rights, or are separable from the acquired entity such that they may be sold, transferred, licensed, rented or exchanged either on a standalone basis or in combination with a related contract, asset or liability.Acquisition

The ~~following table summarizes the consideration paid and the estimated fair values of the assets acquired and liabilities assumed at the acquisition date for Auto Mobility Sales, Inc.:~~

ASSETS

Cash

$
131,024

Accounts Receivable

331,033

Inventory

375,074

Prepaid Expenses

47,514

Total Current Assets

884,645

Fixed Assets

10,945

Intangible Assets

270,000

Total Assets excluding Goodwill

1,165,590

LIABILITIES

Trade Accounts Payable

(71,322
)
Deferred Tax Liability

(45,600
)

Floor Plan Debt

(416,729

Total Liabilities

(533,651
)

Total Identifiable Net Assets

$
631,939

Goodwill

318,061

Total Purchase Price

$
950,000

Total Intangible Assets

Trade Name

$
40,000

Non-Compete Agreement

80,000

Franchise Agreements

150,000

Total Intangible Assets excluding Goodwill

$
270,000

Of the $270,000 allocated to the intangible assets, $40,000 relates to the Auto Mobility name which was assigned a life of 2.32 years, as well as $80,000 towards non-compete agreement with a 3 year life, both will be amortized. The remaining intangible asset is $150,000 value to Franchise agreements which will not be amortized as those were assigned indefinite life. The goodwill recorded was attributable to synergies expected from the merger. The transaction is treated as a stock purchase for tax purposes and the goodwill is not expected to be deductible for tax purposes.

Revenues and expenses for the stub period September 4, 2013 (acquisition date) through September 30, 2013 for Auto Mobility Sales, Inc. were considered immaterial by the Company and therefore not reported separately.

~~Pending the finalization of the Company’s valuations and other items, the~~ following table summarized the impact of the acquisition as if the acquisition date were January 1, 2013.

Hasco Medical, Inc. and Subsidiaries

Consolidated Pro Forma Statements of Operations

For the ~~Nine Months Ended September 30,~~three months ended March 31, 2013

(unaudited)


	9/30/2013			March 31, 2013
Revenues, net	$	59,052,095		$	16,971,050
Cost of sales		46,098,283			12,910,141
Gross Profit		12,953,812			4,060,909

Operating expenses:
Selling and marketing		3,823,503			917,500
General and administrative		8,089,804			2,977,496
Depreciation and amortization		330,894			319,974
Total operating expenses		12,244,201			4,214,970

Income from operations		709,611
(Loss) from operations					(154,061	)

Other income (expense)		(117,960	)		(144,385	)

Income from operations before income taxes		591,651
(Loss) from operations before income taxes					(298,446	)

Provision for income taxes		79,707
Benefit for income taxes					(261,000	)

Net income	$	511,944
(Loss) from continued operations					(37,446	)

(Loss) from discontinued operations, net of tax					(131,086	)

Net (loss)				$	(168,532	)

Earnings per share:
Basic and dilutive	$	0.00		$	0.00

Weighted average shares outstanding
Basic and dilutive		988,694,780			988,069,704

- 14 -

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Results of Operations

The results of operations presented on a historical comparative basis require consideration in the nature of the change in business activity and the acquisition of business ~~entities~~entity in ~~2013 and 2012.~~2013. Any such comparison requires a careful examination of the change in the nature of the Company’s business activity in conjunction with numerical comparisons of quarter-to-quarter results.

The following table provides an overview of certain key factors of our results of continuing operations for the quarter ended ~~September 30, 2013~~March 31, 2014 as compared to ~~September 30, 2012:~~March 31, 2013:

Quarter Ended September 30,

2013

(Restated)
2012

Net Revenues

$
19,499,609

$
17,892,439

Cost of sales

15,028,016

14,233,667

Operating Expenses:

Selling and Marketing

1,203,365

1,124,268

General and administrative

2,520,011

2,233,605

Amortization and Depreciation

80,622

91,012

Total operating expenses

3,803,998

3,448,885

Income from operations

667,595

209,887

Total other income (expense)

27,329

(127,591
)
Provision for (benefit from) income taxes

225,079

(8,976
)
Net Income (loss) from Continuing Operations

$
469,845

$
(12,560
)


	Quarter Ended March 31,
	2014			2013
Net revenues	$	20,685,603		$	14,955,488
Cost of sales		15,425,817			11,415,351
Operating expenses:
Selling and marketing		953,798			917,500
General and administrative		3,415,207			2,486,904
Amortization and depreciation		234,327			319,974
Total operating expenses		4,603,332			3,724,378
Income (loss) from operations		656,454			(184,241	)
Total other income (expense)		(281,849	)		(144,385	)
Provision for (benefit from) income taxes		170,218			(261,000	)
Income (loss) from continuing operations		204,387			(67,626	)
(Loss) from discontinued operations		(10,040	)		(131,086	)
Net Income	$	194,347		$	(198,712	)

Other Key Indicators:

Quarter Ended September 30,

2013

(Restated)
2012
Cost of sales as a percentage of revenues
77.1%

79.6%
Gross profit margin
22.9%

20.4%
General and administrative expenses as a percentage of revenues
12.9%

12.5%
Total operating expenses as a percentage of revenues
19.5%

19.2%


	Quarter Ended March 31,
	2014	2013
Cost of sales as a percentage of revenues	74.6%	76.3%
Gross profit margin	25.4%	23.7%
General and administrative expenses as a percentage of revenues	16.5%	16.6%
Total operating expenses as a percentage of revenues	22.3%	24.9%

The following table provides comparative data regarding the source of our net revenues in each of these periods:


	Quarter ended September 30,				Quarter ended March 31,
	2013		2012		2014		2013
Product Sales	$	15,920,226	$	15,049,934	$	16,588,280	$	11,855,547
Rental Revenue		370,476		302,371		245,005		273,395
Service and other		3,208,907		2,540,134		3,852,318		2,826,546
Total Net Revenues	$	19,499,609	$	17,892,439	$	20,685,603	$	14,955,488

Three Months ended ~~September 30,~~March 31, 2014 and 2013 ~~and 2012~~

Net Revenues

For the quarter ended ~~September 30, 2013,~~March 31, 2014, we reported revenues of ~~$19,499,609~~$20,685,603 as compared to revenues of ~~$17,892,439~~$14,955,488 for the quarter ended ~~September 30, 2012,~~March 31, 2013, an increase of ~~$1,607,170~~$5,730,115 or approximately ~~9.0 %.~~38.3%. The increase is due to the increase in private pay business for van sales and the acquisition of Auto Mobility ~~Sales which had a positive effect of $454,159.~~Sales.

- 15 -

Product sales for the ~~quarter~~quarters ended ~~September 30,~~March 31, 2014 and 2013 ~~and 2012~~ amounted to ~~$15,920,226~~$16,588,280 and ~~$15,049,934~~$11,855,547, respectively, an increase of ~~$870,292~~$4,732,733 or ~~5.8%~~39.9%. Rental revenue for the ~~quarter~~quarters ended ~~September 30,~~March 31, 2014 and 2013 ~~and 2012~~ amounted to ~~$370,476~~$245,005 and ~~$302,371,~~$273,395, respectively, a decrease of ~~$68,105~~$28,390 or ~~22.5%~~10.4%. ~~This increase is caused a greater availability of rental fleet vehicles.~~ Service and other revenue for the ~~quarter~~quarters ended ~~September 30,~~March 31, 2014 and 2013 ~~and 2012~~ amounted to ~~$3,208,907~~$3,852,318 and ~~$2,540,134,~~$2,826,546, respectively, an increase of ~~$668,773~~$1,025,772 or ~~26.3%~~36.3%. These increases were due to the increase in private pay business for van sales and the acquisition of Auto Mobility Sales. We do not anticipate any significant price increases in ~~2013.~~2014. Product sales comprise approximately ~~81.6%~~80.2% of the Company’s sales for the quarter ended ~~September 30, 2013~~March 31, 2014 compared to ~~84.1%~~78.9% in the same period of ~~2012.~~2013.

Cost of Sales

Our cost of sales consists of products purchased for resale, and ~~the lease expense for~~service parts and ~~depreciation of rental assets.~~labor. For the quarter ended ~~September 30, 2013,~~March 31, 2014, cost of sales was ~~$15,028,016,~~$15,425,817, or approximately ~~77.1%~~74.6% of revenues, compared to ~~$14,261,356,~~$11,415,351, or approximately ~~78.9%~~76.3% of revenues, for the quarter ended ~~September 30, 2012.~~March 31, 2013. The overall increase of cost of sales for our Modified Mobility Vehicle operations is due to the increase in revenue.

We have a single vendor that represents ~~31%~~56% of our ~~cost of sales.~~purchases. Our relationship with this vendor is excellent and we do not anticipate any change in the status of that relationship. Should there be any such ~~change;~~change management believes that substantially similar products are available from other competitive vendors at terms that will not have a substantial effect on our financial condition.

Gross Profit

Overall gross profit percentage increased to ~~22.9%~~25.4% for the quarter ended ~~September 30, 2013~~March 31, 2014 from ~~21.1~~23.7 % for the quarter ended ~~September 30, 2012~~March 31, 2013 due to the greater buying power and utilization of capacity in service.

Total Operating Expense

Total operating expenses decreased as a percentage of revenues to ~~19.5%~~22.3% for the quarter ended ~~September 30, 2013~~March 31, 2014 from ~~20.5%~~24.9% for the quarter ended ~~September 30, 2012.~~March 31, 2013. These changes include:

Selling and Marketing Expense. For the quarter ended ~~September 30, 2013,~~March 31, 2014, selling and marketing costs were ~~$1,203,365~~$953,798 and ~~$1,126,228~~$917,500 for the quarter ended ~~September 30, 2012.~~March 31, 2013. The increase was due to the increase in marketing, advertising and print advertising programs initiatives, primarily in the modified mobility vehicle ~~operations and the acquisition of Auto Mobility Sales.~~operations.

General and Administrative Expense. For the quarter ended ~~September 30, 2013,~~March 31, 2014, general and administrative expenses were ~~$2,520,011~~$3,415,207 as compared to ~~$2,494,507~~$2,486,904 for the quarter ended ~~September 30, 2012,~~March 31, 2013, an increase of ~~$25,504.~~$928,303. The increase is due to the additional rent and professional fees associated with the acquisition of business entities in ~~2012. For~~2013, additional personnel associated with the ~~quarter ended September 30, 2013~~acquisition of Auto Mobility Sales, and ~~2012 general~~additions of staff in the accounting and ~~administrative expenses consisted of~~sales departments as well as fully staffing the ~~following:~~locations with management personnel.

Quarter ended September 30,

2013

(Restated)
2012
Rent
$
418,583

$
249,797
Employee compensation

1,252,874

1,357,285
Professional fees

118,781

86,229
Internet/Phone

47,120

66,317
Travel/Entertainment

73,293

82,872
Insurance

108,401

93,437
Other general and administrative

500,959

297,668

$
2,520,011

$
2,233,605


•	For the quarter ended September 30, 2013, rent expense increased by $168,786 over the same period in 2012. The increase is due to the rental adjustments leases on Ride-Away as a result of the acquisition and the additional locations acquired from the purchase of Auto Mobility Sales.

•	For the quarter ended September 30, 2013, employee compensation, related taxes and stock-based compensation expenses was $1,252,874, a decrease of $104,411 over the same period in 2012. This decrease is due to the synergies attained with the addition of the Ride-Away subsidiary and Auto Mobility Sales.


•	For the quarter ended September 30, 2013, professional fees increased to $118,781 as compared to $86,229 for the quarter ended September 30, 2012; an increase of $32,552. This increase is due to the addition of the Ride-Away subsidiary and Auto Mobility Sales and their operations and locations.

•	For the quarter ended September 30, 2013, internet/telephone expense decreased to $47,120 as compared to $66,317 for the same period in 2012, an increase of $19,396. This decrease is due to the synergies attained with the addition of the Ride-Away subsidiary Auto Mobility Sales.

•	For the quarter ended September 30, 2013, travel and entertainment expense decreased to $73,293 as compared to $82,872 for the same period in 2012, a decrease of $9,579. This decrease is due to the decreased travel necessitated by the addition of the Ride-Away subsidiary and Auto Mobility Sales.

•	For the quarter ended September 30, 2013 insurance expense increased to $108,401 as compared to $93,437 for the quarter ended September 30, 2012, an increase of $14,964. This increase is due to the addition of the Ride-Away and Auto Mobility Sales locations.

•	~~For the quarter ended September 30, 2013, other general and administrative expense increased to $500,969 as compared to $297,668 for the quarter ended September 30, 2012, an increase of $203,301.~~

Depreciation and Amortization Expense. For the quarter ended ~~September 30, 2013,~~March 31, 2014, depreciation and amortization expense amounted to ~~$80,622~~$234,327 as compared to ~~$91,116~~$319,974 for the quarter ended ~~September 30, 2012,~~March 31, 2013, a decrease of ~~$10,494.~~$85,647. This decrease is due to the reduction in leased ~~vehicles.~~vehicles and retirement of assets.

Income (Loss) From Operations

We reported income from continuing operations of ~~$667,595~~$374,605 for the quarter ended ~~September 30, 2013~~March 31, 2014 as compared to ~~income~~a net loss from continuing operations of ~~$101,195~~$(328,626) for the quarter ended ~~September 30, 2012.~~March 31, 2013.

Other income (Expense)

Other Income (Expense) for the quarter ended ~~September 30, 2013~~March 31, 2014 amounted to ~~$27,329~~$(281,849) compared to ~~$(104,779)~~$(144,385) for the quarter ended ~~September 30, 2012.~~March 31, 2013. Other income and expense consists of Other Income ~~Acquisition Fees,~~ and Interest Expense.

Other Income consists primarily of discounts earned and totaled ~~$243,313~~$20,989 for the quarter ended ~~September 30, 2013~~March 31, 2014 and ~~$168,036~~$49,192 for the quarter ended ~~September 30, 2012.~~March 31, 2013. The ~~increase~~decrease is due to additional discounts earned in 2013 with the acquisition of the Ride-Away subsidiary.

- 16 -

Interest expense for the quarter ended ~~September 30, 2013~~March 31, 2014 amounted to ~~$(215,984)~~$302,838 as compared to ~~$(272,815)~~$193,577 for the quarter ended ~~September 30, 2012, a decrease~~March 31, 2013, an increase of ~~$56,831.~~$109,261. This ~~decrease~~increase is due to the ~~refinancing of~~additional debt and capital lease obligations the Company ~~acquired~~has incurred in the acquisition of the ~~Ride-Away.~~Auto Mobility subsidiary and the increase in volume on the GE floor plan agreement.

Net Income (Loss)

Our net income was ~~$416,521~~$194,347 for the quarter ended ~~September 30, 2013~~March 31, 2014 compared to net loss of ~~$(12,560)~~$(198,712) for the quarter ended ~~September 30, 2012.~~

~~Nine Months ended September 30, 2013 and 2012~~

~~Net Revenues~~

For the nine months ended September 30, 2013, we reported revenues of $53,165,444 as compared to revenues of $45,912,597 for the nine months ended September 30, 2012, an increase of $7,252,847 or approximately 15.8%.

Product sales and Rental revenue for the nine months ended September 30, 2013 and 2012 amounted to $43,500,137 and $38,749,643, respectively. Service revenue for the nine months ended September 30, 2013 totaled $9,665,307 as compared $7,162,955 for the nine months ended September 30, 2012. Rental revenue for the nine months ended September 30, 2013 and 2012 was $917,678 and $823,507, respectively. The overall increase of revenue is due to the acquisition of Ride-Away Handicap Equipment Corp. on March 1, 2012 and Auto Mobility Sales on September 4, 2013. Approximately 14% of our wheelchair van segment revenue was derived from veterans receiving benefits from VA. Auto Mobility Sales added an additional $454,159 in revenue for the nine months ended September 30,31, 2013.

~~Cost of Sales~~ASSETS AND LIABILITIES

~~Our cost~~Assets were $27,879,165 as of ~~sales consists~~March 31, 2014. Assets consisted of ~~products purchased for resale~~cash of $909,004, accounts receivable of $5,817,869, inventory of $10,981,334, prepaid expense of $654,411, short-term deferred tax asset of $413,193, long-term deferred tax asset of $149,204, property and ~~the depreciation~~equipment of ~~rental assets. For the nine months ended September 30, 2013, cost~~$2,164,217, intangible assets of ~~sales was $41,449,526, or approximately 78.0%~~$6,203,003, and other non-current assets of ~~revenues, compared to $36,067,359, or approximately 78.6%~~$586,930. Liabilities were $24,997,912 as of ~~revenues, for the nine months ended September 30, 2012. During the nine months ended September 30, 2013 cost~~March 31, 2014. Liabilities consisted primarily of ~~sales increased due to increased revenues related to our wheelchair van sales which have a higher cost~~accounts payable and accrued expenses of ~~sales as a percentage~~$2,361,956, customer deposits and deferred revenue of ~~net revenues than the home healthcare~~$389,305, line of credit of $928,810, notes payable – floor plan of $12,655,167, obligation under capital leases short term of $321,712, current portion of ~~our business. The overall increase~~notes payable of ~~cost~~$382,966, related party short-term notes payable of ~~sales for our wheelchair vans is due to the acquisition~~$335,312, other current liabilities of ~~Ride-Away Handicap Equipment Corp. on March 1, 2012 and Auto Mobility Sales on September 4, 2013. During the nine months ended September 30, 2013, cost~~875,085, obligation under capital leases long term of ~~sales as a percentage~~$960,816, long-term notes payable of ~~net revenues for our home healthcare operations had a small decrease due to increased rental revenues as compared to the nine months ended September 30, 2012.~~$3,947,856, related party long-term notes payable of $1,838,927.

~~Gross Profit~~STOCKHOLDERS’ EQUITY

~~Overall gross profit percentage decreased to 22.0%~~Stockholders’ equity was $2,881,253 as of March 31, 2014. Stockholder’s equity consisted primarily of shares issued for the nine months ended September 30, 2013 from 21.4% for the nine months ended September 30, 2012, due to the lower gross profit percentage earned in our wheelchair van operations. For the nine months ended September 30, 2012, approximately 80.1%acquisitions, fundraising, employee compensation, and settlement of ~~the company’s revenues were generated~~services totaling $7,739,223, offset primarily by the ~~sale~~deficit accumulated of ~~wheelchair vans~~$4,857,970 at ~~this lower margin percentage thus negatively impacting the overall margin percentage.~~

~~Total Operating Expense~~

~~Total operating expenses increased as a percentage of revenues to 20.7% for the nine months ended September 30, 2013 from 20.9% for the nine months ended September 30, 2012. These changes include:~~

• ~~Selling and Marketing~~. For the nine months ended September 30, 2013, selling and marketing costs were $3,212,704 and there were $2,844,408 for the nine months ended September 30, 2012. The increase was due to marketing, advertising and print advertising programs initiatives, primarily in the wheelchair van segment.

• ~~General and administrative expense~~. For the nine months ended September 30, 2013, general and administrative expenses were $7,577,424 as compared to $5,841,062 for the nine months ended September 30, 2012, an increase of $1,736,362. For the nine months ended September 30, 2013 and 2012 general and administrative expenses consisted of the following:

Nine Months Ended September 30,

(Restated)
2013

(Restated)
2012
Rent
$
1,265,227

$
824,727
Employee compensation

3,623,197

2,913,895
Professional fees

222,319

177,234
Internet/Phone

157,750

168,800
Travel/Entertainment

221,450

244,010
Insurance

413,250

246,162
Other general and administrative

1,674,231

1,266,234

$
7,577,424

$
5,841,062


	•	For the nine months ended September 30, 2013, Rent expense increased by $440,500 over the same period in 2012. The increase is due to the market leases on the Ride-Away and Mobility Freedom locations. The acquisition of Auto Mobility Sales added a nominal amount to this increase.

	•	For the nine months ended September 30, 2013, employee compensation, related taxes and stock-based compensation expenses was $3,623,197, a increase of $709,302 over the same period in 2012. The increase relates primarily to the full nine month accounting of Ride-Away Handicap Equipment for 3013, as compared to 6 months included in 2012.


	•	For the nine months ended September 30, 2013, professional fees increased to $222,319 as compared to $177,234 for the same period in 2012 an increase of $45,085 or 25.4%. This increase is due to the addition of the Ride-Away subsidiary and its operations and locations.

	•	For the nine months ended September 30, 2013, internet/telephone expense decreased to $157,750 as compared to $168,800 for the same period in 2012, a decrease of $11,050. This decrease is due to our efforts to reduce internet/telephone expenses due to the synergies attained with the addition of the Ride-Away subsidiary.

	•	For the nine months ended September 30, 2013, travel and entertainment expense decreased to $221,450 as compared to $244,010 for the same period in 2012, a decrease of $22,560. This decrease is due to our efforts to reduce travel and entertainment expenses.

	•	For the nine months ended September 30, 2013 insurance expense increased to $413,250 as compared to $246,162 for the nine months ended September 30, 2012, an increase of $167,088. This increase is due to the addition of the Ride-Away as well as the Auto Mobility acquisition.

	•	For the nine months ended September 30, 2013, other general and administrative expense increased to $1,674,231 as compared to $1,266,234 for the nine months ended September 30, 2012, an increase of $407,997. This increase is due to the addition of the Ride-Away, as well as the Auto Mobility acquisition.

• ~~Depreciation and amortization expense~~. For the nine months ended September 30, 2013, depreciation and amortization expense amounted to $232,121 as compared to $225,410 for the nine months ended September 30, 2012, an increase of $6,711, or 2.9%. The increase is primarily due to the depreciation on the tangible assets acquired in these acquisitions, primarily rental vans.

~~INCOME FROM OPERATIONS~~

We reported income from operations of $693,669 for the nine months ended September 30, 2013 as compared to income from operations of $934,358 for the nine months ended September 30, 2012 due primarily to the increase in cost of goods sold due to additional inventory controls and cycle counts.

~~OTHER INCOME (EXPENSES)~~

Other income for the nine months ended September 30, 2013 amounted to $27,825 compared to $(288,129) for the nine months ended September 30, 2012. This income is primarily early pay and trade discounts earned by Ride-Away.

Acquisition fees for the nine months ended September 30, 2013 amounted to $0 as compared with $26,740 fees for the nine months ended September 30, 2012. These are the various legal and professional fees incurred in the acquisition of Ride-Away which occurred on March ~~1, 2012.~~

Interest expense for the nine months ended September 30, 2013 amounted to $585,377 as compared to $635,368 for the nine months ended September 30, 2012, a decrease of $49,991. This decrease is due to additional process control surrounding the GE floor plan payment process.

~~NET INCOME~~

~~Our net income was $468,512 for the nine months ended September 30, 2013 compared to income of $280,335 for the nine months ended September 30, 2012.~~31, 2014.

Liquidity and Capital Resources

~~We manage our liquidity~~General – Liquidity is the ability of a company to ~~ensure access~~generate funds to ~~sufficient funding at acceptable costs to fund our ongoing operating requirements~~support its current and future ~~capital expenditures while continuing to meet our financial obligations. The Company believes our cash equivalents, funds generated through future~~ operations, satisfy its obligations and amounts available under our secured new and used vehicle floor plan facilities will be sufficient to fund our working capital requirements, service our debt, and pay any commitments for the foreseeable future.

otherwise operate on an ongoing basis. The following table provides an overview of certain selected balance sheet comparisons ~~between September 30, 2013 and December 31, 2012:~~


	September 30, 2013			December 31, 2012			$ Change			% Change
												March 31, 2014			December 31, 2013			$ Change			% Change
Working capital surplus	$	271,822		$	183,922		$	8,198		4.5%		$	525,498		$	341,302		$	184,196		54.0

Cash		1,800,511			850,391			950,120		111.7%			909,004			150,313			758,691		504.7
Accounts receivable, net		6,133,888			7,116,008			(982,120	)	(13.8%	)		5,817,869			6,182,680			(364,811	)	(5.9	)
Inventory		11,837,590			10,489,388			1,348,202		12.9%			10,981,334			11,572,060			(590,726	)	(5.1	)
Total current assets	$	20,382,574		$	18,633,729		$	1,973,924		10.6%		$	18,775,811		$	18,823,065		$	(47,254	)	(0.3	)
Property and equipment, net		2,160,702			2,162,729			(2,027	)	(0.1%	)		2,164,217			2,141,212			23,005		1.1
Intangible property, net		6,254,415			5,670,013			538,802		9.5%
Intangible assets, net													6,203,003			6,214,034			(11,031	)	(0.2	)
Total assets	$	29,401,157		$	27,067,319		$	2,288,238		8.5%		$	27,879,165		$	27,932,480		$	(53,315	)	(0.2	)

Accounts payable and accrued liabilities	$	2,066,442		$	2,528,005		$	(461,563	)	(18.3%	)	$	2,361,956		$	1,849,702		$	512,254		27.7
Other Current Liabilities		883,007			377,724			505,283		133.8%
Cash overdraft													—			175,572			(175,572	)	(100.0	)
Customer deposits and deferred revenue		496,566			909,465			(412,899	)	(45.4%	)		389,305			388,433			872		.2
Line of credit													928,810			2,303,143			(1,374,333	)	(59.7	)
Note Payable – Floor Plan													12,655,167			12,174,639			480,528		3.9
Current portion of capital leases		384,098			510,555			(126,457	)	(24.8%	)		321,712			366,658			(44,946	)	(12.3	)
Note Payable – Floor Plan		11,268,495			7,421,638			3,846,857		51.8%
Line of credit		4,263,662			6,081,368			(1,817,706	)	(29.9%	)
Notes payable, current		471,783			114,265			357,518		312.9
Notes payable-current													382,966			376,685			6,281		1.7
Notes payable, related party-current		276,699			506,787			(230,088	)	(45.4	)		335,312			353,008			(17,696	)	(5.0	)
Total current liabilities	$	20,110,752		$	18,449,807		$	1,1,660,945		9.0%		$	18,250,313		$	18,481,763		$	(231,450	)	(1.3	)
Capital lease obligations		834,217			531,969			302,249		56.8%			960,816			817,828			142,988		17.5
Deferred tax liability		45,600			—			45,600		100%
Notes payable-long term		4,380,700			1,833,746			2,546,954		138.9%			3,947,856			4,075,802			(127,946	)	(3.1	)
Notes payable, related party-long term		1,784,321			4,556,861			(2,772,540	)	(58.2%	)		1,838,927			1,947,214			(108,287	)	(5.6	)
Total liabilities	$	27,155,590		$	25,372,383		$	1,783,207		7.0%		$	24,997,912		$	25,322,607		$	(324,695	)	(1.3	)

Accumulated deficit		(5,385,432	)		(5,853,896	)		(468,464	)	(8.0%	)		(4,857,970	)		(5,052,317	)		193,347		(3.9	)

Stockholders’ equity	$	2,245,567		$	1,694,936		$	550,631		32.5%		$	2,881,253		$	2,609,873		$	271,380		10.4

- 17 -

Overall, we had an increase in cash of $758,691 in the quarter ending March 31, 2014 resulting from cash provided by operating activities of $2,181,549, offset partially by cash used in investing activities of $44,875, and cash used in financing activities of $1,377,983.

The following is a summary of our cash flows provided by (used in) operating, investing, and financing activities during the periods indicated:


	Three Months Ended March 31,
	2014			2013
Cash at beginning of period	$	150,313		$	850,391
Net cash provided by (used in) operating activities		2,181,549			(306,067	)
Net cash provided by (used in) investing activities		(44,875	)		22,088
Net cash provided by (used in) financing activities		(1,377,983	)		780,741
Cash at end of period	$	909,004		$	1,347,153

Net cash provided by operating activities was ~~$1,226,765~~$2,181,549 for the ~~nine~~three months ended ~~September 30, 2013.~~March 31, 2014. For the ~~nine~~three months ended ~~September 30, 2013,~~March 31, 2014, we had net income of ~~$468,512,~~$194,347, non-cash items such as depreciation and amortization expense of ~~$540,493,~~$234,327 and stock-based compensation of ~~$80,165;~~$34,607, and ~~offset partially by~~the changes in operating assets and liabilities of ~~$488,223.~~$1,353,457. The changes in operating assets and liabilities were primarily due to decreases in inventory of $590,726, accounts payable and accrued expenses of $512,254, customer deposits and deferred revenue of $872, other current liabilities of $381,152, other assets of $18,035, and accounts receivable of $364,811, offset partially by the increases in prepaid expenses of $149,592.

The decrease in net cash used in operating activities was $(306,067) for the quarter ended March 31, 2013 was primarily due to a net loss of $198,712, and the changes in operating assets and liabilities of $430,417, offset partially by depreciation and amortization expense of $321,062, and stock based compensation of $2,000. The changes in operating assets and liabilities were primarily due to increases in other current liabilities of $231,609, inventory of ~~$973,128, prepaid expenses of $315,195,~~$1,263,088, and customer deposits and deferred revenue of ~~$412,899,~~$431,381, offset partially by the ~~increases~~decreases in, accounts receivable of ~~$1,313,155, decreases in~~$1,796,155, and other assets of $5,871, deferred tax asset of $261,000, prepaid expenses of $182,989, accounts payable and accrued expenses of ~~$505,283.~~

Net cash used in operating activities was $(27,233) for the nine months ended September 30, 2012. For the nine months ended September 30, 2012, we had net income of $280,335, non-cash items such as depreciation and amortization expense of $273,867, stock-based compensation of $102,978, issuance of stock in settlement of services of $93,132; offset partially by the gain on disposal of property and equipment of $123,288, bad debt expense of $87,364, and changes in operating assets and liabilities of $566,893. The changes in operating assets and liabilities were primarily due to decreases in accounts receivable of $634,812, prepaid expenses of $11,573, other assets of $326,704, accounts payable and accrued expenses of $1,361,247, and customer deposits and deferred revenue of $428,959, offset partially by the increases in inventory of $2,106,649, and accrued expenses and other current liabilities of $89,753.$325,594.

Net cash used in investing activities for the ~~nine months~~quarter ended ~~September 30, 2013~~March 31, 2014 was ~~$852,451~~$44,875 as compared to net cash ~~used in~~provided by investing activities of ~~$677,600~~$22,088 for the ~~nine months~~quarter ended ~~September 30, 2012.~~March 31, 2013. During the ~~nine months~~quarter ended ~~September 30, 2013,~~March 31, 2014, cash was ~~provided by the sale of property and equipment offset partially by the cash~~ used for the purchase of property and ~~equipment and the acquisition Auto Mobility Sales.~~equipment.

Net cash ~~provided by~~used in financing activities for the ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014 was $359,002. This consisted of net draws and repayments on our lines of credit of $1,817,705, and the proceeds from sale of common stock of $2,000, offset partially, net draws and repayments on our floor plan of $3,363,854, repayments on our notes payable of $364,406, principal payments under capital lease obligations of $807,267, and repayments of related party notes payable of $83,749. For the nine months ended September 30, 2012, net cash provided by financing activities was $813,122.$1,377,983. This consisted of net draws and repayments on our floor plan of ~~$1,210,413,~~$480,528, net draws and repayments on our line of credit of $1,374,333, repayments on our notes payable of ~~$294,248, and the proceeds from sale of common stock of $39,890, offset partially by draws on our lines of credit of $94,999,~~$121,665, principal payments under capital lease obligations of ~~$512,781, and~~$103,384, repayments of related party notes payable of ~~$123,649.~~$83,557, and a cash overdraft of $175,572.

Net cash provided by financing activities for the quarter ended March 31, 2013 was $780,741. This consisted of net draws and repayments on our floor plan of $1,365,806, offset partially by net draws and repayments on our lines of credit of $174,000, repayments on our notes payable of $109,782, repayments of related party notes payable of $41,642, and principal payments under capital lease obligations of $261,641 and proceed for issuance of stock of $2,000.

At ~~September 30, 2013~~March 31, 2014 we had a working capital surplus (current assets in excess of ~~$271,822~~current liabilities) of $525,498 and accumulated deficit of ~~$(5,385,432)~~$(4,857,970).

Financing – We believe our current working capital position, together with our expected future cash flows from operations will be adequate to fund our operations in the ordinary course of business, anticipated capital expenditures, debt and floor plan payment requirements, and other contractual obligations for at least the next twelve months. However, this belief is based upon many assumptions and is subject to numerous risks (see “Risk Factors”), and there can be no assurance that we will not require additional funding in the future.

- 18 -

As we attempt to expand and develop our operations, there exists a potential for net negative cash flows from future operations in amounts not now determinable, and we may be required to obtain additional financing in support of these plans. We have and expect to continue to have substantial capital expenditures and working capital needs. We expect that the additional financing will (if available) take the form of a private placement of equity, bank borrowings and seller-financed acquisitions, although we may be constrained to obtain additional debt financing in lieu thereof. We are maintaining an on-going effort to consolidate sources of additional funding, without which we may not be able to continue our expansion efforts. There are no assurances that we will be able to obtain or continue adequate financing. If we are able to obtain and continue our required financing, future operating results depend upon a number of factors that are outside such financing considerations.

Vehicle Floorplans and Lines of Credit – Vehicle floorplans and line of credit reflect the amounts borrowed to finance the purchase of specific new and, to a lesser extent, used vehicle inventories with our corresponding manufacturers. Changes in our vehicle floorplan and credit lines are reported in the financing cash flow section. Below is a listing of our gross usage and payments on the company’s floorplan and credit lines for the ~~nine months~~quarter ended ~~September 30, 2013~~March 31, 2014 and ~~2012:~~2013:

For the ~~nine months-ended September 30, 2013:~~quarter ended March 31, 2014:


Facility	Additions		Payments		Net Usage Increase (decrease)			Additions		Payments		Net Usage Increase (decrease)
Floor plan	$	24,035,926	$	20,605,798	$	3,430,128		$	10,751,664	$	10,271,138	$	480,528
Line of credit		1,546,149		3,363,854		(1,817,705	)		—		1,374,333		(1,374,333	)
Total	$	25,582,075	$	23,969,652	$	1,612,423		$	10,751,664	$	11,645,471	$	(893,807	)

For the ~~nine months-ended September 30, 2012:~~quarter ended March 31, 2013:


Facility	Additions		Payments		Net Usage Increase (decrease)			Additions		Payments		Net Usage Increase (decrease)
Floor plan	$	17,327,381	$	16,116,968	$	1,210,413		$	7,964,524	$	6,598,718	$	1,365,806
Line of credit		487,561		582,560		(94,999	)		40,000		214,000		(174,000	)
Total	$	17,814,942	$	16,699,528	$	1,115,414		$	8,004,524	$	6,812,718	$	1,191,806

Contractual Obligations and Off-Balance Sheet Arrangements

Contractual Obligations

With reference to SEC Regulation S-K Item 303(d), tables summarizing our contractual obligations are not required.

Off-balance Sheet Arrangements

The Company’s management considers all liabilities stated on the financial statement contained herein disclose all liabilities and potential liabilities in every material respect. We have not entered into any derivative contracts that are indexed to our shares and classified as stockholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk in support to such activity. We do not have any determinable or variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

Recently Issued Accounting Pronouncements

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

There have been no material changes in our quantitative and qualitative market risks since the prior reporting period.

- 19 -

ITEM 4. CONTROLS AND PROCEDURES.

The Company is exempt from the reporting requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002.

~~In view~~As a result of the ~~restatements and~~misstatements in the ~~reclassification of our~~ financial statements for the ~~year~~years ended December 31, ~~2012, as described under the heading Management’s Discussion~~2013 and ~~Analysis of Financial Condition and Results of Operations - Restatements,~~2012, and in connection with the evaluation of our controls and procedures for the ~~quarter~~year ended ~~September 30,~~December 31, 2013 we have determined that we have ~~numerous~~ material weaknesses in our controls and procedures, as more fully described below.

A material weakness in internal control over financial reporting is defined in Section 210.1-02(4) of Regulation S-X as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a ~~timely.~~timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the Company’s financial reporting.

We have become aware that we:


	A)	had failed to properly record the purchase price allocations related to the May 13, 2011 acquisition of Mobility Freedom, Inc. and the March 1, 2012 acquisition of Ride-Away Handicap Equipment Corp. and the effects of these ~~allocations~~corrections on amortization expense and other ~~statement~~income accounts. The error had a significant effect on our previously issued consolidated financial statements for the year ended December 31, 2012, and for each of ~~operations accounts during 2011 and 2012, including all~~the quarters ~~in those years subsequent to~~for the ~~purchase of Mobility Freedom;~~year ended December 31, 2012.

	B)	had failed to properly classify direct labor and overhead as cost of goods sold for the year ended December 31, 2012. We previously classified the direct labor and overhead as a component of general and administrative expenses, a line item in the consolidated statements of operations of our previously issued consolidated financial statements.

	C)	had failed to properly depreciate leasehold improvements ~~from useful life to~~over the shorter of either the useful life of the improvement or the lease term.

	D)	had failed to properly relieve inventory for sold vehicles ~~that previously had not been fully relieved from inventory~~

	E)	had failed to record impairment of all of the goodwill associated with the Home Healthcare reporting unit in the quarter ended December 31, 2012.

	F)	had failed to properly account for certain Home Healthcare revenues using the Net Revenue method. We previously used the Gross Revenue method.

As a result of identifying these errors, we concluded that accounting adjustments were necessary to correct the previously issued financial statements for the years ended December 31, 2012 and 2011, for each of the quarters for the year ended December 31, 2012, for the quarters ended ~~March 31, 2013,~~ June 30, ~~2013 and~~2011, September 30, ~~2013,~~2011 and December 31, 2011, and that the reports we filed with the SEC that included the financial statements that reported the erroneous information for those periods should no longer be relied upon. Accordingly, we ~~have~~ restated our financial statements for the year ended December 31, 2012. In addition, audit adjustments were necessary in the preparation of the 2013 financial statements.

We determined that these failures and related restatements and reclassification demonstrated the following weakness in our internal control over financial reporting:

Accounting and Finance Personnel Weakness — As of the ~~year~~years ended December 31, 2013 and 2012, the Company lacked appropriate resources within the accounting function. The accounting staff is comprised of few people and, as of ~~September 30, 2013,~~December 31, 2012, the staff did not have an adequate number of personnel with the expertise and training to meet the Company’s reporting demands.

Remediation Plan for Material Weakness in Internal Control over Financial Reporting

During 2013, we added additional experienced staff to the accounting department. During 2014 we will continue to assess the needs of our accounting department, hire additional staff as needed and monitor the staff’s continuing education. We believe that these factors will substantially decrease the possibility of the occurrence of errors in our financial statements.

- 20 -

Management has discussed ~~this~~these material ~~weakness~~weaknesses with our Audit Committee and Board of Directors and will continue to review progress on these activities on a consistent and ongoing basis at the senior management level in conjunction with our Board of Directors.

We cannot assure you at this time that the actions and remediation efforts we have taken or ultimately will implement will effectively remediate the material weaknesses described above or prevent the incidence of other significant deficiencies or material weaknesses in our internal control over financial reporting in the future. Our management, including our principal executive officer and principal accounting officer, does not expect that disclosure controls or internal controls over financial reporting will prevent all errors, even as the aforementioned remediation measures are implemented and further improved to address all deficiencies. The design of any system of controls 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 our stated goals under all potential future conditions.

The implementation of our remediation plan will require substantial expenditures, could take a significant period of time to complete, and could distract our officers and employees from the operation of our business. ~~However, our management believes that these remediation efforts will be complete by the end of 2014.~~

With respect to the fiscal period ~~ended December~~ending March 31, ~~2012,~~2014, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934. Based upon our evaluation regarding the ~~fiscal year~~period ending ~~December~~March 31, ~~2012,~~2014, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, has concluded that its disclosure controls and procedures were not effective.

There were no changes in our internal control over financial reporting during the quarter ended ~~September 30, 2013~~March 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time the Company is made to answer various legal disputes arising out of the ordinary course of doing business. It is the opinion of management, in consultation with our attorneys, that to the extent such parties may have a reasonable possibility of prevailing against us, such potential awards or judgments would be of immaterial financial relevance when considering the financial statements as a whole.

ITEM 1A. RISK FACTORS

There has been no material change in the risk factors set forth in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2012.~~2013.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DSICLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

- 21 -

ITEM 6. EXHIBITS

Attached hereto and incorporated by reference are the following exhibits:


Exhibit Number	Description

31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
99.1	Form 8K, dated January 7, 2013**
99.2	Form 8K, dated April 8, 2013**
101	Interactive Data Files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q.***

* Filed herein

** Previously filed and incorporated by reference

*** In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed.”

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Hasco Medical, Inc.

	By:/s/ Hal Compton, Jr.
~~June 12,~~August 19, 2014	Hal Compton, Jr.,
	Chief Executive Officer, principal executive officer


	By:/s/ Shane Jorgenson
~~June 12,~~August 19, 2014	Shane Jorgenson
	Chief Financial Officer, principal financial and accounting officer

34- 22 -


Florida	65-0924471
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)


15928 Midway Road, Addison, TX	75001
(Address of principal executive offices)	(Zip Code)


Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ] (Do not check if smaller reporting company)	Smaller reporting company	[√]


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


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


PART I – FINANCIAL INFORMATION		54

ITEM 1.	FINANCIAL STATEMENTS.	54

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FIANCIAL CONDITION AND RESULTS OF OPERATIONS.	2515

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	3219

ITEM 4.	CONTROLS AND PROCEDURES.	3220

PART II – OTHER INFORMATION		3321

ITEM 1.	LEGAL PROCEEDINGS	3321

ITEM 1A.	RISK FACTORS	3321

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	3421

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES.	3421

ITEM 4.	MINE SAFETY DSICLOSURES.	3421

ITEM 5.	OTHER INFORMATION.	3421

ITEM 6.	EXHIBITS	3422

SIGNATURES		3422


		September 30,			December 31,		March 31,			December 31,
		2013			2012		2014			2013
		(unaudited)					(unaudited)
Assets
Current assets
Cash	$	1,800,511		$	850,391		$	909,004		$	150,313
Accounts receivable, net of allowance for doubtful accounts of $289,641 and $414,718, respectively		6,133,888			7,116,008
Inventory		11,837,590			10,489,388
Deferred tax asset		72,554			—
Prepaid expenses		538,031			177,942
Accounts receivable, net of allowance for doubtful accounts of $675,509 and $686,345, respectively								5,817,869			6,182,680
Inventory, net								10,981,334			11,572,060
Deferred tax asset, short term								413,193			413,193
Prepaid expenses and other current assets								654,411			504,819
Total current assets		20,382,574			18,633,729			18,775,811			18,823,065

Property & equipment, net of accumulated depreciation of $1,388,206 and $1,604,689, respectively		2,160,702			2,162,729
Property & equipment, net of accumulated depreciation of $1,387,930 and $1,164,634, respectively								2,164,217			2,141,212

Intangible assets, net of accumulated amortization of $3,659 and $0, respectively		6,254,415			5,670,013
Intangible assets, net of accumulated depreciation of $21,223 and $10,192, respectively								6,203,003			6,214,034
Deferred tax asset, long term								149,204			149,204
Other non-current assets		603,466			600,848			586,930			604,965
Total Assets	$	29,401,157		$	27,067,319		$	27,879,165		$	27,932,480

Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable and accrued expenses	$	2,066,442		$	2,528,005		$	2,361,956		$	1,849,702
Cash overdraft								—			175,572
Customer deposits and deferred revenue		496,566			909,465			389,305			388,433
Line of credit								928,810			2,303,143
Note payable - floor plan								12,655,167			12,174,639
Obligation under capital leases		384,098			510,555			321,712			366,658
Note Payable - Floor Plan		11,268,495			7,421,638
Line of Credit		4,263,662			6,081,368
Current portion of Notes Payable		471,783			114,265
Current portion of loans and notes payable, related parties		276,699			506,787
Current portion of notes payable								382,966			376,685
Current portion note payable, related party								335,312			353,008
Other current liabilities		883,007			377,724			875,085			493,923
Total current liabilities		20,110,752			18,449,807			18,250,313			18,481,763

Obligation under capital lease, net of current portion		834,217			531,969
Deferred Tax Liability		45,600			—
Obligation under capital leases, net of current portion								960,816			817,828
Notes payable, net of current portion		4,380,700			1,833,746			3,947,856			4,075,802
Notes payable to related party, net of current portion		1,784,321			4,556,861			1,838,927			1,947,214
Total liabilities		27,155,590			25,372,383			24,997,912			25,322,607

Stockholders’ Equity
Preferred stock, $0.001 par value, 3,000,000 shares authorized, none issued and outstanding		—			—			—			—
Common stock, $0.001 par value, 2,000,000,000 shares authorized; and 991,887,666 and 987,852,772 shares issued and outstanding, respectively		991,888			987,853
Common stock, $0.001 par value, 2,000,000,000 shares authorized; and 996,938,389 and 993,134,076 shares issued and outstanding, respectively								996,938			993,134
Additional paid-in capital		6,639,111			6,560,979			6,742,285			6,669,056
Accumulated deficit		(5,385,432	)		(5,853,896	)		(4,857,970	)		(5,052,317	)
Total stockholders’ equity		2,245,567			1,694,936			2,881,253			2,609,873

Total Liabilities and Stockholders’ Equity	$	29,401,157		$	27,067,319		$	27,879,165		$	27,932,480


	For the Three Months Ended September 30
	2013			(Restated) 2012

Product sales	$	15,920,226		$	15,049,934
Rental revenue		370,476			302,371
Service and other		3,208,907			2,540,134
Total net revenues		19,499,609			17,892,439

Cost of sales		15,028,016			14,233,667

Gross profit		4,471,593			3,658,772

Operating expenses:
Selling and marketing		1,203,365			1,124,268
General and administrative		2,520,011			2,233,605
Amortization and depreciation		80,622			91,012
Total operating expenses		3,803,998			3,448,885

Income from operations		667,595			209,887

Other income (expense)
Other income		243,313			138,026
Interest expense		(215,984	)		(265,617	)
Total other income (expense)		27,329			(127,591	)

Income (loss) from continuing operations before income taxes		694,924			82,296

Provision for (benefit from) income taxes		225,079			8,976

Income (loss) from continuing operations		469,845			73,320
(Loss) from Discontinued Operations, net of income tax		(53,324	)		(85,880	)
Net Income (Loss)	$	416,521		$	(12,560	)

Earnings per share:
Basic and dilutive-Continuing Operations	$	0.00		$	0.00
Basic and dilutive-Discontinued Operations	$	0.00		$	0.00

Weighted average shares outstanding:
Basic and dilutive		989,460,705			984,657,699


	September 30, 2013 (unaudited)		December 31, 2012
Inventory - Vehicles	$	10,180,327	$	8,249,715
Equipment and supplies		1,419,340		1,019,303
Work in Process		237,923		1,220,370
	$	11,837,590	$	10,489,388


2013	$	174,891
2014		717,377
2015		751,979
2016		780,046
2017		745,229
thereafter		3,743,982
	$	6,913,504


Remainder of 2013	$	510,644
2014		2,093,184
2015		1,800,586
2016		1,417,610
2017		1,206,351
2018 and thereafter		4,690,512
	$	11,718,887


Effect of Correction of Purchase Price Allocation, Direct Labor and Overhead, Depreciation of Leasehold Improvements, Correction of Inventory, and Net Revenue method	As Previously Reported			As Restated			Retroactive Adjustment

At September 30, 2012
ASSETS
- Inventory	$	12,664,680		$	12,573,613		$	(91,067	)	(4)
- Total current assets	$	19,133,863		$	19,042,796		$	(91,067	)
- Property and equipment	$	1,538,075		$	2,642,599		$	1,104,524		(1),(3)
- Intangible property	$	7,359,068		$	5,775,466		$	(1,583,602	)	(1)
- Other non-current assets	$	9,170		$	585,779		$	576,609		(1)
- Total assets	$	28,040,176		$	28,046,640		$	6,464

LIABILITIES
- Obligation under capital leases	$	—		$	495,748		$	495,748		(1)
- Total current liabilities	$	18,362,495		$	18,858,243		$	495,748
- Capital lease obligations, net of current portion	$	—		$	757,081		$	757,081		(1)
- Total liabilities	$	24,912,090		$	26,164,919		$	1,252,829

RETAINED EARNINGS/EQUITY
- Accumulated deficit	$	(4,409,496	)	$	(5,655,861	)	$	(1,246,365	)	(1)
- Total stockholders’ equity	$	3,128,086		$	1,881,721		$	(1,246,365	)
- Total liabilities/stockholders’ equity	$	28,040,176		$	28,046,640		$	6,464


ASSETS
Cash	$	131,024
Accounts Receivable		331,033

Inventory		375,074
Prepaid Expenses		47,514
Total Current Assets		884,645
Fixed Assets		10,945

Intangible Assets		270,000

Total Assets excluding Goodwill		1,165,590


LIABILITIES
Trade Accounts Payable		(71,322	)
Deferred Tax Liability		(45,600	)

Floor Plan Debt		(416,729
Total Liabilities		(533,651	)

Total Identifiable Net Assets	$	631,939
Goodwill		318,061
Total Purchase Price	$	950,000


Total Intangible Assets
Trade Name	$	40,000
Non-Compete Agreement		80,000
Franchise Agreements		150,000
Total Intangible Assets excluding Goodwill	$	270,000


	Nine Months Ended September 30,
	(Restated) 2013		(Restated) 2012
Rent	$	1,265,227	$	824,727
Employee compensation		3,623,197		2,913,895
Professional fees		222,319		177,234
Internet/Phone		157,750		168,800
Travel/Entertainment		221,450		244,010
Insurance		413,250		246,162
Other general and administrative		1,674,231		1,266,234
	$	7,577,424	$	5,841,062