2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2014 |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation |
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The unaudited interim financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation SX. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. |
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The financial information furnished herein reflects all adjustments, consisting of normal recurring items that, in the opinion of management, are necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods. The results of operations for the three and nine months ended September 30, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014. |
Principles of Consolidation | ' |
Principles of Consolidation |
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The accompanying condensed consolidated financial statements include the accounts of Integrated Inpatient Solutions, Inc. and its wholly-owned subsidiary Integrated Timeshare Solutions, Inc. All intercompany transactions and balances have been eliminated in consolidation. |
Pro-forma Financial Information | ' |
Pro-forma Financial Information |
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As described in Note 1, the Company completed the Share Exchange Agreement on August 26, 2014. The following unaudited pro-forma information presents the combined results of operations for the nine months ended September 30, 2014 as if the Merger with Integrated Timeshare Solutions, Inc. had been completed on January 1, 2014. |
| | Nine Months Ended September 30, 2014 |
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Revenue | | $ | 180,383 | |
Net loss | | $ | (901,840 | ) |
Net loss per common share, basic and diluted | | $ | (0.01 | ) |
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On August 26, 2014, Integrated Inpatient Solutions, Inc. purchased 100% of the outstanding shares Integrated Timeshare Solutions, Inc. for 47,278,932 shares of common stock with a fair value of $378,231. |
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Purchase price | | $ | 378,231 | |
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Cash | | $ | 10,106 | |
Notes receivable – related party | | $ | 7,000 | |
Accounts payable | | $ | (3,250 | ) |
Due to related party | | $ | (8,590 | ) |
Purchase price differential | | $ | 372,965 | |
Use of Estimates | ' |
Use of Estimates |
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The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The areas involving the most significant use of estimates include legal contingencies, deferred tax benefits, refundable income taxes, estimated realizable value of accounts receivable, and payables for known claims and liabilities for claims incurred but not reported (IBNR) related to medical malpractice. These estimates are based on knowledge of current events and anticipated future events. The Company adjusts these estimates each period as more current information becomes available. The impact of any changes in estimates is included in the determination of earnings in the period in which the estimate is adjusted. Actual results may ultimately differ materially from those estimates. |
Cash | ' |
Cash |
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The Company considers cash in banks and other highly liquid investments with insignificant interest rate risk and maturities of three months or less at the time of acquisition to be cash and cash equivalents. At September 30, 2014 and December 31, 2013, the Company had no cash equivalents. The Company maintains cash accounts in financial institutions that are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”). There was no excess amount at September 30, 2014. Deposits in excess of the FDIC insurance amount of $250,000 totaled approximately $245,000 at December 31, 2013. There were no deposits in excess amount of the FDIC insurance amount of $250,000 at September 30, 2014. |
Accounts Receivable | ' |
Accounts Receivable |
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Accounts receivable represent amounts due from customers for design services and customers relinquishing their Timeshares. Accounts receivable from customers for design services are recorded and stated at the amount expected to be collected and reflect an allowance for uncollectible amounts of $9,537 at September 30, 2014. The Company had no accounts receivable from customers for design services at December 31, 2013. Accounts receivable from customers relinquishing their Timeshares is $9,000 at September 30, 2014. This amount is being held by American Express as chargeback reserve through March 14, 2015. American Express places a six month hold on transactions dealing with Timeshares. |
Property and Equipment | ' |
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Property and Equipment |
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Property and equipment are recorded at cost and depreciated on a straight-line basis over the estimated useful life of the asset. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. |
Impairment of Long-Lived Assets | ' |
Impairment of Long-Lived Assets |
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The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. The Company determined that there were no impairments of long-lived assets as of December 31, 2013. As of September 30, 2014, the Company recorded an impairment expense of $372,965 associated with its purchase of all of the outstanding of capital stock of Integrated Timeshare Solutions, Inc. (See Note 2 – pro-forma financial information). |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments |
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U.S. GAAP for fair value measurements establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three levels. The fair value hierarchy gives the highest priority to quoted market prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Level 2 inputs are inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. |
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The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, deposits, accounts payable and accrued expenses approximate their fair values because of the short maturity of these instruments. |
Revenue Recognition | ' |
Revenue Recognition |
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The Company follows ASC 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement that the services have been rendered to the customer, the sales price is fixed or determinable, and collectability is reasonably assured. |
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Interior Design – The Company provides design services billed at hourly rates. The Company recognizes revenue from design services when the services are rendered to the customers. |
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Timeshare Liquidation – The Company earns revenue from timeshare liquidation and mortgage relief services. The company offers services for timeshare owners that either owns their timeshare outright and for those that have a mortgage on their property, and are interested in exiting their timeshare property. The Company recognizes revenue when the transactions are closed. Deposits received prior to closing transactions are recorded as deferred revenue. Costs incurred prior to the contract closings are expensed as incurred. |
Income Taxes | ' |
Income Taxes |
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The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date. |
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The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the |
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Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. |
Earnings (Loss) Per Share | ' |
Earnings (Loss) Per Share |
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The Company computes earnings (loss) per share in accordance with the provisions of FASB ASC Topic 260, "Earnings Per Share," which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. Basic earnings (loss) per share are computed by dividing net earnings (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed assuming the exercise of dilutive stock options under the treasury stock method and the related income tax effects. Accordingly, for purposes of dilutive earnings per share, the Company excluded the convertible preferred stock. |
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As of September 30, 2014 and 2013, we had 250,000 shares of Convertible Preferred Stock outstanding convertible into 2,500,000 common shares and 141,839,814 shares contingently issuable shares based on the former shareholders of ITS reaching certain milestones. |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements |
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In August 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this Update are effective for public and non-public entities for annual periods ending after December 15, 2016. Early adoption is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. |
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All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable. |