Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 18, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Integrated Inpatient Solutions, Inc. | ' |
Entity Central Index Key | '0001174672 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'No | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 158,503,951 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2014 | ' |
Balance_Sheets_Unaudited
Balance Sheets (Unaudited) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
CURRENT ASSETS | ' | ' |
Cash | $342,751 | $538,633 |
Accounts receivable, net | 35,893 | ' |
Notes receivable - related party | 7,000 | ' |
Goodwill | ' | ' |
Refundable income taxes | 515,644 | 121,677 |
Total current assets | 901,288 | 660,310 |
Property and equipment, net | ' | 3,567 |
Other assets | ' | ' |
Deposits | 954 | 954 |
TOTAL ASSETS | 902,242 | 664,831 |
CURRENT LIABILITIES | ' | ' |
Accounts payable and accrued expenses | 113,642 | 51,407 |
Deferred revenue | 147,670 | ' |
Liabilities from discontinued operation | 109,379 | 119,379 |
Total current liabilities | 370,691 | 170,786 |
TOTAL LIABILITIES | 370,691 | 170,786 |
Stockholders equity | ' | ' |
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 250,000 shares issued and outstanding as of September 30, 2014 and December 31, 2013 | 25 | 25 |
Common stock, $0.0001 par value, 300,000,000 shares authorized; 158,503,951 and 48,612,365 shares issued and outstanding as of September 30, 2014 and December 31, 2013, respectively | 15,850 | 4,861 |
Additional paid-in capital | 1,011,198 | 137,114 |
Retaining earnings | -495,522 | 352,045 |
Total Stockholders equity | 531,551 | 494,045 |
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY | $902,242 | $664,831 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred Stock Par Value | $0.00 | $0.00 |
Preferred Stock Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock Shares Issued | 250,000 | 250,000 |
Preferred Stock Shares Outstanding | 250,000 | 250,000 |
Common Stock Par Value | $0.00 | $0.00 |
Common Stock Shares Authorized | 300,000,000 | 300,000,000 |
Common Stock Shares Issued | 158,503,951 | 48,612,365 |
Common Stock Shares Outstanding | 158,503,951 | 48,612,365 |
Statements_of_Operations_Unaud
Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Revenues | ' | ' | ' | ' |
Design fees | $80,963 | $8,064 | $180,383 | $10,226 |
Service fees-time share | ' | ' | ' | ' |
Cost of services | ' | ' | ' | ' |
Design | 95,508 | 2,430 | 149,197 | 8,171 |
Time share | 5,700 | ' | 5,700 | ' |
Cost of services | 101,208 | 2,430 | 154,897 | 8,171 |
Gross profit | -20,245 | 5,634 | 25,486 | 2,055 |
Operating expenses | ' | ' | ' | ' |
General and administrative | 691,653 | 172,701 | 894,475 | 368,871 |
Impairment of goodwill acquired in Integrated Timeshare Solutions Inc. | 372,965 | ' | 372,965 | ' |
Loss from continuing operations | -1,084,863 | -167,067 | -1,241,954 | -366,816 |
Interest Income | 116 | ' | 420 | ' |
Net loss before (provision) benefit for income taxes | -1,084,747 | -167,067 | -1,241,534 | -366,816 |
Benefit from income taxes on continuing operations | 318,983 | 25,970 | 393,967 | 95,347 |
Loss from continuing operations | -765,764 | -141,097 | -847,567 | -271,469 |
Discontinued operations: | ' | ' | ' | ' |
Loss from discontinued operations | ' | -388,904 | ' | -716,934 |
Benefit from income taxes | ' | 60,454 | ' | 186,355 |
Loss from discontinued operations | ' | ($328,450) | ' | ($530,579) |
Net loss | ($765,764) | ($469,547) | ($847,567) | ($802,048) |
Net loss per share - basic | ' | ' | ' | ' |
Loss from continuing operations | ($0.01) | $0 | ($0.01) | ($0.01) |
Loss from discontinued operations | $0 | ($0.01) | $0 | ($0.01) |
Net income (loss) per share - basic | ($0.01) | ($0.01) | ($0.01) | ($0.02) |
Net loss per share - diluted | ' | ' | ' | ' |
Loss from continuing operations | ($0.01) | $0 | ($0.01) | ($0.01) |
Loss from discontinued operations | $0 | ($0.01) | $0 | ($0.01) |
Net loss per share - diluted | ($0.01) | ($0.01) | ($0.01) | ($0.02) |
Weighted average number of common shares outstanding - basic | 93,764,599 | 48,612,365 | 64,224,107 | 48,612,365 |
Weighted average number of common shares outstanding - diluted | 93,764,599 | 48,612,365 | 64,224,107 | 48,612,365 |
Statements_of_Cash_Flows_Unaud
Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Cash Flow from Operating Activities | ' |
Net Loss | ($847,567) |
Plus loss from discontinued operations, net of income taxes | ' |
Loss from continuing operations, net of income taxes | -847,567 |
Adjustments to reconcile net loss to net cash Provided by operating activities: | ' |
Depreciation | 3,567 |
Provision for doubtful accounts | 9,537 |
Stock issued for services | 506,842 |
Impairment of goodwill | 372,965 |
Changes in operating assets and liabilities: | ' |
Accounts receivable | -45,430 |
Refundable income taxes | -393,967 |
Other assets | ' |
Accounts payable and accrued expenses | 50,395 |
Deferred revenue | 147,670 |
Net cash used in operating activities from continuing operations | -195,988 |
Net cash used in operating activities from discontinued operations | -10,000 |
Net cash used in operating activities | -205,988 |
Cash Flows from Investing Activity | ' |
Cash acquired in acquisition of subsidiary | 10,106 |
Net cash received from investing activity | 10,106 |
Net decrease in cash | -195,882 |
Cash - Beginning of year | 538,633 |
Cash - End of the period | 342,751 |
Supplemental Cash Flow Disclosure | ' |
Issuance of Common Stock for Acquisition | 7,000 |
Assumption of Accounts Payable and Due to Related Party | 11,840 |
Restated [Member] | ' |
Cash Flow from Operating Activities | ' |
Net Loss | -271,469 |
Plus loss from discontinued operations, net of income taxes | -530,579 |
Loss from continuing operations, net of income taxes | -802,048 |
Adjustments to reconcile net loss to net cash Provided by operating activities: | ' |
Depreciation | 7,551 |
Provision for doubtful accounts | ' |
Stock issued for services | ' |
Impairment of goodwill | ' |
Changes in operating assets and liabilities: | ' |
Accounts receivable | ' |
Refundable income taxes | -281,702 |
Other assets | 3,515 |
Accounts payable and accrued expenses | 11,265 |
Deferred revenue | ' |
Net cash used in operating activities from continuing operations | -1,061,419 |
Net cash used in operating activities from discontinued operations | 452,890 |
Net cash used in operating activities | -608,529 |
Cash Flows from Investing Activity | ' |
Cash acquired in acquisition of subsidiary | ' |
Net cash received from investing activity | ' |
Net decrease in cash | -608,529 |
Cash - Beginning of year | 927,895 |
Cash - End of the period | $319,366 |
1_ORGANIZATION_AND_BUSINESS_AC
1. ORGANIZATION AND BUSINESS ACTIVITY | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
1. ORGANIZATION AND BUSINESS ACTIVITY | ' |
NOTE 1 – ORGANIZATION AND BUSINESS ACTIVITY | |
The Company was incorporated in Florida on July 31, 2001. On September 21, 2001 the Company was acquired by PlaNet.Com, Inc., a Nevada public, non-reporting corporation. Pla.Net.Com, Inc. was considered a shell at the time of acquisition and therefore the acquisition was treated as a reverse merger (the acquired company is treated as the acquiring company for accounting purposes). Pla.Net.Com, Inc. changed its name to Inpatient Clinical Solutions, Inc. immediately after the merger. | |
Through March 2013, the Company provided health care services in South Florida. The Company provided inpatient physician care to various health care facilities and health plans in the South Florida area. Prior to February 2012, the Company provided Hospitalist services at acute care hospitals. Hospitalists focus on a patient’s care from the time of admission to discharge, working in close consultation with primary care physicians, other referring physicians and medical providers to coordinate the inpatient care delivery system and manage the entire inpatient episode of care. | |
The Company sold the hospitalist business during February 2012. At that time, the Company changed its name from Inpatient Clinical Solutions, Inc. to Integrated Inpatient Solutions, Inc. In November 2011, the Company entered into an agreement with a hospital to provide intensives services. Under the exclusive agreement, the Company provided critical care intensives coverage for all medical and surgical intensive care unit patients at the hospital. The physicians included full-time employees, part-time and temporary physicians as well as contracted physician providers. The intensivist agreement was terminated in January 2013. | |
The Company now provides interior design services targeting budget minded individuals. The business operates under the trade name Integrated Interior Design. The Company earns revenues from providing decorator services which are billed on hourly and per diem rates. The interior design business currently operates in South Florida and will expand regionally and nationally. The business provides interior design, interior staging, accompanied shopping, paint color selection, architectural drawing and other design services. | |
On August 26, 2014, the Company entered into a Share Exchange Agreement pursuant to which the Company agreed to acquire all of the outstanding capital stock of Integrated Timeshare Solutions, Inc. (“ITS”), a Nevada corporation in exchange for newly issued shares of the Company’s common stock. Accordingly, as a result of the exchange, ITS is now a wholly owned subsidiary of the Company. ITS was established on July 2, 2014 as a real estate consulting firm specializing in timeshare liquidation and mortgage relief. The Company intends to carry on the business of ITS and also continue its current line of business. |
2_SUMMARY_OF_SIGNIFICANT_ACCOU
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Accounting Policies [Abstract] | ' | ||||
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||||
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates. | |||||
Basis of Presentation | |||||
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. | |||||
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 | |||||
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 | |||||
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 | |||||
Revenue | $ | 180,383 | |||
Net loss | $ | (901,840 | ) | ||
Net loss per common share, basic and diluted | $ | (0.01 | ) | ||
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. | |||||
Purchase price | $ | 378,231 | |||
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 | |||||
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 | |||||
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 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 | |||||
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 | |||||
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 | |||||
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. | |||||
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 | |||||
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. | |||||
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. | |||||
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 | |||||
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. | |||||
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 | |||||
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 | |||||
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. | |||||
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 | |||||
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. | |||||
All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable. |
3_PROPERTY_AND_EQUIPMENT
3. PROPERTY AND EQUIPMENT | 9 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||
3. PROPERTY AND EQUIPMENT | ' | ||||||||||
NOTE 3 - PROPERTY AND EQUIPMENT | |||||||||||
The Company’s property and equipment consisted of the following at September 30, 2014 and December 31, 2013: | |||||||||||
Estimated | |||||||||||
2014 | 2013 | Useful Life | |||||||||
Computer and Office Equipment | $ | 33,868 | $ | 33,868 | 5 -7 years | ||||||
Furniture and Fixtures | 18,530 | 18,530 | 7 years | ||||||||
52,398 | 52,398 | ||||||||||
Less: Accumulated Depreciation | (52,398 | ) | (48,831 | ) | |||||||
$ | — | $ | 3,567 | ||||||||
Depreciation expense for the nine month period ended September 30, 2014 and 2013 was $3,567 and $7,551, respectively. |
4_STOCKHOLDERS_EQUITY
4. STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2014 | |
Equity [Abstract] | ' |
4. STOCKHOLDERS' EQUITY | ' |
NOTE 4 - STOCKHOLDERS' EQUITY | |
Preferred Stock | |
The Company has 10,000,000 authorized shares of non-redeemable, convertible preferred stock with a par value of $.0001. Each share of preferred stock is convertible to 10 shares of common stock. | |
Common Stock | |
On June 10, 2014, the Company issue 2,700,000 shares of common stock to an employee for services with a fair value of $24,570. | |
On June 10, 2014, the Company issued 2,700,000 shares of common stock to a non-related party for services with a fair value of $24,570. | |
On August 26, 2014, the Company issued 25,411,801 shares of common stock our CEO for services rendered with a fair value of $203,294. | |
On August 26, 2014, the Company issued 26,833,992 shares of common stock to a related party for services rendered with a fair value of $214,672. | |
On August 26, 2014, the Company issued 21,296,816 shares of common stock to non-related party in exchange for 450,000 shares of Integrated Timeshare Solutions, Inc. with a fair value of $170,375. (See Note 2 – pro-forma financial information). | |
On August 26, 2014, the Company issued 21,296,816 shares of common stock to non-related party in exchange for 450,000 shares of Integrated Timeshare Solutions, Inc with a fair value of $170,375. (See Note 2 – pro-forma financial information). | |
On August 26, 2014, the Company issued 4,685,300 shares of common stock to non-related party in exchange for 100,000 shares of Integrated Timeshare Solutions, Inc with a fair value of $37,481. (See Note 2 – pro-forma financial information). | |
On August 26, 2014, the Company issued 4,966,855 shares of common stock to a related party for legal with fair value of $39,736. |
5_COMMITMENT_AND_CONTINGENCIES
5. COMMITMENT AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
5. COMMITMENT AND CONTINGENCIES | ' |
NOTE 5 - COMMITMENT AND CONTINGENCIES | |
Commitment | |
In April 2013, the Company entered into a new one year office lease agreement at $450 per month, the lease expired in May 2014. The office space is now being occupied on a month to month basis. Total rent expense for the nine months ended September 30, 2014 was $4,293 and $9,297, respectively. | |
On August 26, 2014, the Company entered into a Share Exchange Agreement pursuant to which the Company agreed to acquire all of the outstanding capital stock of Integrated Timeshare Solutions, Inc. (“ITS”), a Nevada corporation in exchange for newly issued shares of the Company’s common stock. | |
On August 26, 2014, the Company entered into an employment agreement with its Chief Executive Officer. The agreement is for a period of two year unless renewed or extended by both parties. The agreement provides an annual base salary of $80,000. The Officer is also eligible for a bonus payment based on the gross revenue achieved by the Company at the end of each twelve month period following commencement of this agreement. The bonuses are ranging from $40,000 to $100,000 for the gross revenues ranging from $3,750,000 to $7,500,000 and over $7,500,000. | |
On August 26, 2014, the Company entered into an employment agreement with its Senior Vice President of Sales. The agreement is for a period of two year unless renewed or extended by both parties. The agreement provides an annual base salary of $80,000. The Officer is also eligible for a bonus payment based on the gross revenue achieved by the Company at the end of each twelve month period following commencement of this agreement. The bonuses are ranging from $40,000 to $100,000 for the gross revenue ranging from $3,750,000 to $7,500,000 and over $7,500,000. | |
Contingencies | |
While providing healthcare services in the ordinary course of our business, the Company became involved in lawsuits and legal proceedings involving claims of medical malpractice related to medical services provided by our affiliated physicians. The Company is currently involved in the settlement stages of one such matter. The accompanying financial statements include an accrual of $50,000 for this matter under the caption liabilities from discontinued operations. This accrual represents the Company’s anticipated deductible on the settlement. The details of this settlement are described more fully below. | |
Edra Schwartz as the Personal Representative of the Estate of Robert A. Schwartz, Deceased, v. Jason Strong, M.D., Aretha Nelson, M.D. and Inpatient Clinical Solutions, Inc. - This matter involves a 66 year old white male who developed a MRSA (methicillin-resistant staphylococcus aureus) infection following a craniotomy to remove a suspected meningioma. The mater alleges (1) Failure to properly interpret the brain MRIs preoperatively (this is directed at the radiologist preoperatively); and (2) Failure to diagnose a MRSA infection and brain abscess following the craniotomy on May 6, 2009. The patient died on | |
September 24, 2009. The suit commenced October 18, 2011 and the case is pending in the circuit court of the 17 Judicial Circuit in and for Broward County, FL, Case # 11-10485. The claim is for unspecified monetary damages. The Company is defending this case vigorously and, while the claims for damages have not been quantified, the Company does not believe that a negative decision would have a material impact on the Company. | |
In November 2011, the Company became involved in a legal settlement relating to a malpractice claim for $100,000. As a result of the settlement agreement, the Company agreed to pay a total amount of $100,000 and in December 2011 and September 2013 additional $30,000 and $50,000, respectively, was owed, which resulted in a total of $180,000 of liability. As of September 30, 2014, the remaining balance is approximately $109,000 which is due in equal yearly installments of $20,000 over the next five years. | |
The Company made payments of $10,000 on this obligation during the nine month period ended September 30, 2014. | |
The accrued legal settlements are presented as liabilities from discontinued operation in the accompanying balance sheets (see Note 8). | |
The Company is currently not aware of any other such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse affect on its business, financial condition or operating results. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. | |
Regulatory Matters | |
Laws and regulations governing the Medicare and Medicaid programs are complex and subject to interpretation. Compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action including fines, penalties, and exclusion from the Medicare and Medicaid programs. We believe that we are in compliance with all applicable laws and regulations. We are not aware of any specific investigations involving allegations of potential wrongdoing. |
6_NOTES_RECEIVABLE_RELATED_PAR
6. NOTES RECEIVABLE - RELATED PARTY | 9 Months Ended |
Sep. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
6. NOTES RECEIVABLE - RELATED PARTY | ' |
NOTE 6 – NOTES RECEIVABLE – RELATED PARTY | |
On July 2, 2014, Integrated Timeshare Solutions, Inc, the Company’s wholly-owned subsidiary received a promissory note from a related party in exchange for $5,000. The note is non-interest bearing and due and payable in ten (10) monthly installments beginning January 1, 2015. If not sooner paid, the remaining indebtedness shall be due and payable on October 1, 2015. | |
On August 14, 2014, Integrated Timeshare Solutions, Inc, the Company’s wholly-owned subsidiary received a promissory note from a related party in exchange for $2,000. The note is non-interest bearing and due and payable in ten (10) monthly installments beginning January 1, 2015. If not sooner paid, the remaining indebtedness shall be due and payable on October 1, 2015. |
7_CONCENTRATIONS
7. CONCENTRATIONS | 9 Months Ended |
Sep. 30, 2014 | |
Risks and Uncertainties [Abstract] | ' |
7. CONCENTRATIONS | ' |
NOTE 7 – CONCENTRATIONS | |
Geographic and Employment | |
Our operations are concentrated in the South Florida region. We are reliant on the services of two full time executives who manage the operations of the Company. | |
Revenue and Accounts Receivable | |
During the nine months ended September 30, 2014, approximately 59% of revenues from the design business were derived from our top three customers at 33%, 15% and 11% of net revenue. | |
At September 30, 2014, 61% of accounts receivable were derived from three customers at 35%, 13% and 13%. | |
Accounts receivable from customers relinquishing their Timeshares was $9,000 at September 30, 2014. This amount is being held by American Express as a charge back reserve until March 14, 2015. American Express places a six month hold on any transactions involving Timeshares. |
8_DISCONTINUED_OPERATIONS
8. DISCONTINUED OPERATIONS | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||||||
8. DISCONTINUED OPERATIONS | ' | ||||||||
NOTE 8 - Discontinued Operations | |||||||||
In March 2013, management decided to exit the health care provider business and change the Company's strategy in order to focus on its interior design business. Accordingly, the financial statements have been presented in accordance with ASC 205-20, Discontinued Operations. | |||||||||
The following table illustrates the reporting of the discontinued operations included in the Statements of Operations for the nine months ended September 30, 2014 and 2013: | |||||||||
Nine Months Ended September 30, | |||||||||
2014 | 2013 | ||||||||
Patient Service Revenue (net of contractual allowances and discounts) | $ | — | $ | 123,642 | |||||
Operating expenses: | |||||||||
Cost of services-physicians | — | 233,178 | |||||||
General and administrative | — | 607,398 | |||||||
Total operating expenses | — | 840,576 | |||||||
Benefit from income taxes | — | 186,355 | |||||||
Loss on discontinued operations | $ | — | $ | (530,579 | ) | ||||
As of September 30, 2014 and December 31, 2013, liabilities from discontinued operations are listed below: | |||||||||
30-Sep-14 | 31-Dec-13 | ||||||||
Accrued legal settlements | $ | 109,379 | $ | 119,379 | |||||
9_SEGMENT_REPORTING
9. SEGMENT REPORTING | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
9. SEGMENT REPORTING | ' | ||||||||||||||||
NOTE 9 – SEGMENT REPORTING | |||||||||||||||||
The Company has two operating segments, namely, an interior design segment and time share liquidation segment. The Company’s operating segments are each reportable segments because their activities are not economically similar. Presented below are the revenues and net loss for each segment for the three and nine months ended September 30, 2014 and 2013. | |||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Revenue: | |||||||||||||||||
Interior Design | $ | 80,963 | $ | 8,064 | $ | 180,383 | $ | 10,226 | |||||||||
Time Share Services | — | — | — | — | |||||||||||||
80,963 | 8,064 | 180,383 | 10,226 | ||||||||||||||
Net Loss: | |||||||||||||||||
Interior Design | (403,052 | ) | (141,097 | ) | (496,806 | ) | (271,469 | ) | |||||||||
Time Share Services | (362,712 | ) | — | (350,761 | ) | — | |||||||||||
$ | (765,764 | ) | $ | (141,097 | ) | $ | (847,567 | ) | $ | (271,469 | ) |
2_SUMMARY_OF_SIGNIFICANT_ACCOU1
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Accounting Policies [Abstract] | ' | ||||
Basis of Presentation | ' | ||||
Basis of Presentation | |||||
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. | |||||
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 | |||||
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 | |||||
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 | |||||
Revenue | $ | 180,383 | |||
Net loss | $ | (901,840 | ) | ||
Net loss per common share, basic and diluted | $ | (0.01 | ) | ||
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. | |||||
Purchase price | $ | 378,231 | |||
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 | |||||
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 | |||||
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 | |||||
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 | ' | ||||
Property and Equipment | |||||
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 | |||||
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 | |||||
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. | |||||
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 | |||||
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. | |||||
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. | |||||
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 | |||||
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. | |||||
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 | |||||
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 | |||||
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. | |||||
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 | |||||
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. | |||||
All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable. |
2_SUMMARY_OF_SIGNIFICANT_ACCOU2
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Accounting Policies [Abstract] | ' | ||||
ProForma Financial Information | ' | ||||
Nine Months Ended September 30, 2014 | |||||
Revenue | $ | 180,383 | |||
Net loss | $ | (901,840 | ) | ||
Net loss per common share, basic and diluted | $ | (0.01 | ) | ||
Acquisition Summary | ' | ||||
Purchase price | $ | 378,231 | |||
Cash | $ | 10,106 | |||
Notes receivable – related party | $ | 7,000 | |||
Accounts payable | $ | (3,250 | ) | ||
Due to related party | $ | (8,590 | ) | ||
Purchase price differential | $ | 372,965 |
3_PROPERTY_AND_EQUIPMENT_Table
3. PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||
Property and Equipment | ' | ||||||||||
Estimated | |||||||||||
2014 | 2013 | Useful Life | |||||||||
Computer and Office Equipment | $ | 33,868 | $ | 33,868 | 5 -7 years | ||||||
Furniture and Fixtures | 18,530 | 18,530 | 7 years | ||||||||
52,398 | 52,398 | ||||||||||
Less: Accumulated Depreciation | (52,398 | ) | (48,831 | ) | |||||||
$ | — | $ | 3,567 |
8_DISCONTINUED_OPERATIONS_Tabl
8. DISCONTINUED OPERATIONS (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||||||
Discontinued Operations | ' | ||||||||
Nine Months Ended September 30, | |||||||||
2014 | 2013 | ||||||||
Patient Service Revenue (net of contractual allowances and discounts) | $ | — | $ | 123,642 | |||||
Operating expenses: | |||||||||
Cost of services-physicians | — | 233,178 | |||||||
General and administrative | — | 607,398 | |||||||
Total operating expenses | — | 840,576 | |||||||
Benefit from income taxes | — | 186,355 | |||||||
Loss on discontinued operations | $ | — | $ | (530,579 | ) | ||||
As of September 30, 2014 and December 31, 2013, liabilities from discontinued operations are listed below: | |||||||||
30-Sep-14 | 31-Dec-13 | ||||||||
Accrued legal settlements | $ | 109,379 | $ | 119,379 |
9_SEGMENT_REPORTING_Tables
9. SEGMENT REPORTING (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Segment Reporting | ' | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Revenue: | |||||||||||||||||
Interior Design | $ | 80,963 | $ | 8,064 | $ | 180,383 | $ | 10,226 | |||||||||
Time Share Services | — | — | — | — | |||||||||||||
80,963 | 8,064 | 180,383 | 10,226 | ||||||||||||||
Net Loss: | |||||||||||||||||
Interior Design | (403,052 | ) | (141,097 | ) | (496,806 | ) | (271,469 | ) | |||||||||
Time Share Services | (362,712 | ) | — | (350,761 | ) | — | |||||||||||
$ | (765,764 | ) | $ | (141,097 | ) | $ | (847,567 | ) | $ | (271,469 | ) |
2_SUMMARY_OF_SIGNIFICANT_ACCOU3
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - ProForma Financial Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Net loss | ($765,764) | ($469,547) | ($847,567) | ($802,048) |
Acquisition-related Costs [Member] | ' | ' | ' | ' |
Revenue | ' | ' | 180,383 | ' |
Net loss | ' | ' | ($901,840) | ' |
Net loss per common share, basic and diluted | ' | ' | ($0.01) | ' |
2_SUMMARY_OF_SIGNIFICANT_ACCOU4
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Acquisition Summary (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Cash | $10,106 |
Acquisition-related Costs [Member] | ' |
Purchase price | 378,231 |
Cash | 10,106 |
Notes receivable - related party | 7,000 |
Accounts payable | -3,250 |
Due to related party | -8,590 |
Purchase price differential | $372,965 |
2_SUMMARY_OF_SIGNIFICANT_ACCOU5
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Shares issued for acquisition | 47,278,932 |
Stock Issued for Acquisition, Value | $378,231 |
FDIC Insured Amount | 245,000 |
Accounts Receivable, Uncollectible | 9,537 |
Impairment Expense | $372,965 |
Convertible Preferred Stock, Shares Outstanding | 250,000 |
Convertible Preferred Stock, Common Shares | 2,500,000 |
Shares Contingently Issuable | 141,839,814 |
3_PROPERTY_AND_EQUIPMENT_Prope
3. PROPERTY AND EQUIPMENT - Property and Equipment (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | |
Property and Equipment Gross | $52,398 | $52,398 |
Less: Accumulated Depreciation | -52,398 | -48,831 |
Property and Equipment Net | ' | 3,567 |
Computer and Office Equipment | ' | ' |
Property and Equipment Gross | 33,868 | 33,868 |
Estimated Useful Life | '5 years | ' |
Furniture and Fixtures | ' | ' |
Property and Equipment Gross | $18,530 | $18,530 |
Estimated Useful Life | '7 years | ' |
3_PROPERTY_AND_EQUIPMENT_Detai
3. PROPERTY AND EQUIPMENT (Details Narrative) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Property, Plant and Equipment [Abstract] | ' | ' |
Depreciation Expense | $3,567 | $7,551 |
4_STOCKHOLDERS_EQUITY_Details_
4. STOCKHOLDERS' EQUITY (Details Narrative) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Par Value | $0.00 | $0.00 |
Preferred Stock, Conversion Rate | 'Each share of preferred stock is convertible into 10 shares of common stock | ' |
10-Jun-14 | ' | ' |
Common Stock, Shares Issued For Services Value | $24,570 | ' |
Common Stock, Shares Issued For Services | 2,700,000 | ' |
June 10, 2014b | ' | ' |
Common Stock, Shares Issued For Services Value | 24,570 | ' |
Common Stock, Shares Issued For Services | 2,700,000 | ' |
26-Aug-14 | ' | ' |
Common Stock, Shares Issued For Services Value | 203,294 | ' |
Common Stock, Shares Issued For Services | 25,411,801 | ' |
Common Stock Exchange, Company Stock issued | 21,296,816 | ' |
Common Stock Exchange, Non Related party Shares | 450,000 | ' |
Common Stock Exchange Value | 170,375 | ' |
August 26, 2014b | ' | ' |
Common Stock, Shares Issued For Services Value | 214,672 | ' |
Common Stock, Shares Issued For Services | 26,833,992 | ' |
Common Stock Exchange, Company Stock issued | 21,296,816 | ' |
Common Stock Exchange, Non Related party Shares | 450,000 | ' |
Common Stock Exchange Value | 170,375 | ' |
August 26, 2014c | ' | ' |
Common Stock, Shares Issued For Services Value | 33,736 | ' |
Common Stock, Shares Issued For Services | 4,966,855 | ' |
Common Stock Exchange, Company Stock issued | 4,685,300 | ' |
Common Stock Exchange, Non Related party Shares | 100,000 | ' |
Common Stock Exchange Value | $37,481 | ' |
5_COMMITMENT_AND_CONTINGENCIES1
5. COMMITMENT AND CONTINGENCIES (Details Narrative) (USD $) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2011 | Dec. 31, 2013 | |
Rental Payments | $450 | ' | ' | ' |
Rent Expense | 4,293 | 9,297 | ' | ' |
Malpractice Loss Contingency | ' | ' | 100,000 | ' |
Malpractice Payable | 109,000 | ' | ' | 59,000 |
Legal Settlements, Payments Made | 10,000 | ' | ' | ' |
Chief Executive Officer [Member] | ' | ' | ' | ' |
Base Salary | 80,000 | ' | ' | ' |
Bonus Description | 'The bonuses are ranging from $40,000 to $100,000 for the gross revenues ranging from $3,750,000 to $7,500,000 and over $7,500,000. | ' | ' | ' |
Senior Vice President of Sales | ' | ' | ' | ' |
Base Salary | $80,000 | ' | ' | ' |
Bonus Description | 'The bonuses are ranging from $40,000 to $100,000 for the gross revenues ranging from $3,750,000 to $7,500,000 and over $7,500,000. | ' | ' | ' |
6_NOTES_RECEIVABLE_RELATED_PAR1
6. NOTES RECEIVABLE - RELATED PARTY (Details Narrative) (USD $) | Aug. 15, 2014 | Jul. 02, 2014 |
Related Party Transactions [Abstract] | ' | ' |
Related Party Receivable | $2,000 | $5,000 |
7_CONCENTRATIONS_Details_Narra
7. CONCENTRATIONS (Details Narrative) | 9 Months Ended |
Sep. 30, 2014 | |
Sales Revenue, Net [Member] | ' |
Concentration Risk | 59.00% |
Accounts Receivable [Member] | ' |
Concentration Risk | 61.00% |
8_DISCONTINUED_OPERATIONS_Disc
8. DISCONTINUED OPERATIONS - Discontinued Operations (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Discontinued Operations [Member] | Discontinued Operations [Member] | Discontinued Operations [Member] | |||||
Patient Service Revenue (net of contractual allowances and discounts) | ' | ' | ' | ' | ' | $123,642 | ' |
Operating expenses: | ' | ' | ' | ' | ' | ' | ' |
Cost of services-physicians | 101,208 | 2,430 | 154,897 | 8,171 | ' | 233,178 | ' |
General and administrative | 691,653 | 172,701 | 894,475 | 368,871 | ' | 607,398 | ' |
Total operating expenses | ' | ' | ' | ' | ' | 840,576 | ' |
Benefit from income taxes | 318,983 | 25,970 | 393,967 | 95,347 | ' | 186,355 | ' |
Loss on discontinued operations | ' | -388,904 | ' | -716,934 | ' | -530,579 | ' |
Accrued legal settlements | ' | ' | ' | ' | $109,379 | ' | $119,379 |
9_SEGMENT_REPORTING_Segment_Re
9. SEGMENT REPORTING - Segment Reporting (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Interior Design | ' | ' | ' | ' |
Revenue: | $80,963 | $8,064 | $180,383 | $10,226 |
Net Loss: | -403,052 | -141,097 | -496,806 | -271,469 |
Time Share Services | ' | ' | ' | ' |
Revenue: | ' | ' | ' | ' |
Net Loss: | -362,712 | ' | -350,761 | ' |
All Segments | ' | ' | ' | ' |
Revenue: | 80,963 | 8,064 | 180,383 | 10,226 |
Net Loss: | ($765,764) | ($141,097) | ($847,567) | ($271,469) |