Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 14-May-14 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'DIAGNOSTIC IMAGING INTERNATIONAL CORP | ' |
Entity Central Index Key | '0001370804 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-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? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 23,726,481 |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2014 | ' |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Current Assets | ' | ' |
Cash and Cash Equivalents | $323,622 | $77,300 |
Accounts Receivable, net | 295,507 | 295,614 |
Prepaid Expenses | 8,584 | 5,364 |
Total Current Assets | 627,713 | 378,278 |
Property and Equipment | ' | ' |
Equipment | 1,433,707 | 1,437,464 |
Less: Accumulated Depreciation | -275,028 | -237,763 |
Total Property and Equipment, net | 1,158,679 | 1,199,701 |
Intangibles | ' | ' |
Hospital Contracts | 524,585 | 794,707 |
Non-Compete Contract | 133,245 | 133,245 |
Less: Accumulated Amortization | -657,830 | -905,027 |
Total Intangible Assets, net | 0 | 22,925 |
Goodwill | 1,422,670 | 1,422,670 |
Other Assets | ' | ' |
Deposits | 12,677 | 12,855 |
Loans Receivable | 1,766 | 2,046 |
Total Other Assets | 14,443 | 14,901 |
TOTAL ASSETS | 3,223,505 | 3,038,475 |
Current Liabilities | ' | ' |
Accounts Payable | 208,754 | 250,099 |
Accrued Taxes Payable | 331,155 | 358,052 |
Obligations Under Capital Lease, short term portion | 104,009 | 102,210 |
Acquisition Liability | 200,000 | 200,000 |
Promissory Notes, short term portion | 18,669 | 27,543 |
Convertible Notes, net short term portion | 54,900 | 0 |
Total Current Liabilities | 917,487 | 937,904 |
Long Term Liabilities | ' | ' |
Obligations Under Capital Lease, long term portion | 210,396 | 228,495 |
Promissory Notes, long-term portion | 13,829 | 17,472 |
Convertible Notes, net, long term portion | 2,097,614 | 1,856,869 |
Total Long Term Liabilities | 2,321,839 | 2,102,836 |
Total Liabilities | 3,239,326 | 3,040,740 |
Stockholders' Equity (Deficit) | ' | ' |
Preferred Stock | 0 | 0 |
Common Stock | 23,727 | 23,422 |
Additional Paid-In Capital | 1,862,424 | 1,837,079 |
Accumulated Other Comprehensive Gain | 7,773 | 6,708 |
Accumulated Deficit | -1,909,745 | -1,869,474 |
Total Stockholders' Equity (Deficit) | -15,821 | -2,265 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $3,223,505 | $3,038,475 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, par value in dollars | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value in dollars | $0.00 | $0.00 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 23,726,481 | 23,421,481 |
Common stock, shares outstanding | 23,726,481 | 23,421,481 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Revenue: | ' | ' |
Sales | $1,195,937 | $1,299,005 |
Less: Cost of Sales | 705,495 | 803,876 |
Gross Margin | 490,442 | 495,129 |
Operating Expenses: | ' | ' |
Advertising | 16,523 | 1,417 |
Amortization | 22,925 | 34,386 |
Depreciation | 39,820 | 39,436 |
Bad Debt Expense (Recapture) | 7,522 | 29,395 |
General and Administrative | 54,523 | 45,984 |
Insurance | 11,746 | 10,605 |
Labor | 190,480 | 186,848 |
Legal and Professional | 41,226 | 40,835 |
Management Fees | 4,422 | 3,884 |
Rent Office Space and Servers | 39,136 | 38,710 |
Travel | 14,388 | 9,086 |
Total Operating Expenses | 442,711 | 440,586 |
Income from Operations | 47,731 | 54,543 |
Other Income and (Expenses): | ' | ' |
Other Income | 160 | 0 |
Debt Settlement Loss | 0 | -607 |
Foreign Currency Gains (Losses) | 415 | 3,351 |
Amortization of Debt Discount | -20,356 | -18,806 |
Interest Expense | -68,225 | -70,511 |
Total Other Income (Expenses) | -88,006 | -86,573 |
Income (Loss) Before Provision for Income Taxes | -40,275 | -32,030 |
Provision for Income Taxes | 0 | 0 |
Net Income (Loss) | -40,275 | -32,030 |
Comprehensive Income (Loss) | 1,065 | 1,387 |
Total Comprehensive Income (Loss) | ($39,210) | ($30,643) |
Basic and Diluted Income (Loss) per Share | ($0.00) | ($0.00) |
Weighted Average Shares Outstanding - Basic and Diluted | 23,350,793 | 23,134,813 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net Income (Loss) | ($40,275) | ($32,030) |
Adjustments to Reconcile Net Loss to Net Cash provided by Operating Activities: | ' | ' |
Depreciation | 39,820 | 39,436 |
Asset Write Off | 974 | 0 |
Accrued Interest Converted into note | 61,832 | 58,412 |
Amortization of Debt Discount | 20,356 | 18,806 |
Shares issued for services | 150 | 0 |
Amortization of Intangible Assets | 22,925 | 34,386 |
Foreign currency transaction Gain/ Loss | 229 | -2,750 |
Changes in operating assets and liabilities: | ' | ' |
Accounts Receivable | 107 | 32,536 |
Deposits and prepaid expenses | -3,042 | 3,167 |
Accounts Payable and accrued liabilities | -68,239 | 92,276 |
Loans Receivable | 280 | 471 |
NET CASH AND CASH EQUIVALENTS PROVIDED BY OPERATING ACTIVITIES | 35,117 | 244,710 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Equipment Purchase | 0 | -10,000 |
NET CASH USED IN INVESTING ACTIVITIES | 0 | -10,000 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Proceeds from debt issuance | 300,000 | 150,000 |
Principal payments on Related Party debt | 0 | -4,023 |
Principal payments on debt | -73,560 | -112,789 |
Principal Payments on Capital Lease Obligations | -16,300 | -146,925 |
NET CASH AND CASH EQUIVALENTS USED IN FINANCING ACTIVITIES | 210,140 | -113,737 |
Gain (Loss) due to foreign currency translation | 1,065 | 1,387 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 246,322 | 122,360 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 77,300 | 107,701 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 323,622 | 230,061 |
Cash paid during the year for: | ' | ' |
Interest | 6,393 | 12,099 |
Income Taxes | 18,900 | 11,400 |
Non-cash financing and investing activities: | ' | ' |
Shares Issued for Convertible Note | $25,500 | $18,600 |
Organization_and_Summary_of_Si
Organization and Summary of Significant Accounting Policies | 3 Months Ended | |||||
Mar. 31, 2014 | ||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||
Organization and Summary of Significant Accounting Policies | ' | |||||
Note 1. Organization and Summary of Significant Accounting Policies | ||||||
Organization and Basis of Presentation | ||||||
Diagnostic Imaging International Corp., (“DIIC” or the “Company”) a Nevada Corporation, was incorporated in 2000. In 2005, the Company developed a business plan for private healthcare opportunities in Canada with the objective of owning and operating private diagnostic imaging clinics. In 2009, the Company purchased Custom Teleradiology Services, Inc. (“CTS”), a company that provides remote reading of diagnostic imaging scans for rural hospitals and clinics. In early 2010, the Company modified its business plan to grow its CTS subsidiary while commencing the acquisition of existing full service imaging clinics located in the United States and exploring the development of new diagnostic imaging technology. In 2012, the Company purchased Schuylkill Medical Imaging (“SMI”) an independent Magnetic Resonance Imaging (MRI) facility located in Pottsville, Pennsylvania. | ||||||
Basis of Presentation | ||||||
These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end is December 31. | ||||||
Principle of Consolidation | ||||||
The consolidated financial statements include the accounts of Diagnostic Imaging International, Corp., and our wholly-owned subsidiaries, Canadian Teleradiology Services, Inc. and Schuylkill Open MRI, Inc. Intercompany accounts and transactions have been eliminated in the consolidated financial statements. CTS’ and SMI’s accumulated earnings prior to their acquisition (March 2, 2009 and December 10, 2012, respectively) are not included in the consolidated balance sheet. | ||||||
Reclassification of Accounts | ||||||
Certain prior period amounts have been reclassified to conform to the March 31, 2014 presentation. | ||||||
Use of Estimates and Assumptions | ||||||
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the consolidated financial statements are published, and (iii) the reported amount of net sales, expenses and costs recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of consolidated financial statements; accordingly, actual results could differ from these estimates. | ||||||
Cash and Cash Equivalents | ||||||
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At March 31, 2014, and December 31, 2013, cash includes cash on hand and cash in the bank. | ||||||
Accounts Receivable Credit Risk | ||||||
The allowance for doubtful accounts is maintained at a level sufficient to provide for estimated credit losses based on evaluating known and inherent risks in the receivables portfolio. | ||||||
Management evaluates various factors including expected losses and economic conditions to predict the estimated realization on outstanding receivables. As of March 31, 2014 and December 31, 2013, the allowance for bad debts was $24,816 and $17,294, respectively. Bad debt expense for the three months ended March 31, 2014 and 2013 was $7,522 and $29,395, respectively. | ||||||
At March 31, 2014 three customers of CTS totalled approximately 40% of the total accounts receivable. As of December 31, 2013, three customers totalled approximately 70% of the total accounts receivable. | ||||||
Goodwill and Indefinite Intangible Assets | ||||||
The Company follows the provisions of Financial Accounting Standard (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, Goodwill and Other Intangible Assets. In accordance with ASC Topic 350, goodwill, representing the excess of the purchase price and related costs over the value assigned to net tangible and identifiable intangible assets of businesses acquired and accounted for under the purchase method, acquired in business combinations is assigned to reporting units that are expected to benefit from the synergies of the combination as of the acquisition date. Under this standard, goodwill and intangibles with indefinite useful lives are not amortized. The Company assesses goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter, or more frequently if events and circumstances indicate impairment may have occurred in accordance with ASC Topic 350. If the carrying value of a reporting unit's goodwill exceeds its implied fair value, the Company records an impairment loss equal to the difference. ASC Topic 350 also requires that the fair value of indefinite-lived purchased intangible assets be estimated and compared to the carrying value. The Company recognizes an impairment loss when the estimated fair value of the indefinite-lived purchased intangible assets is less than the carrying value. As of March 31, 2014, the Company has goodwill of $1,422,670 as result of the acquisition of SMI on December 10, 2012. If the implied fair value of goodwill is lower than its carrying amount, goodwill impairment is indicated and goodwill is written down to its implied fair value. Subsequent increases in goodwill value are not recognized in the consolidated financial statements. | ||||||
Intangible Assets | ||||||
CTS has contracts with various hospitals in the province of Ontario, Canada. These contracts are for specific radiology services to be provided for a length of time. Contracts varied between one and five years. The contracts do not specify any minimum billings for any period of time. The contracts in existence on acquisition were valued on acquisition using a discounted cash flow model and the fair value as recorded is amortized over the remaining life of the contract using the straight line method. | ||||||
The Company has written off one of the hospital contracts to reflect end of service with no potential for renewal. | ||||||
The Company also attributed value to the non-compete agreement obtained as part of the acquisition agreement with CTS’ former director. As of March 31, 2014. The value attributed to this agreement has been fully amortized. | ||||||
SMI has a non-compete agreement with previous owners of SMI. The value attributed to this agreement has been fully amortized. | ||||||
Amortization of Intangible Assets | ||||||
The accumulated amortization of intangible assets with finite useful lives was $657,830 and $905,027 in March 31, 2014 and December 31, 2013, respectively. | ||||||
These assets have been fully amortized; therefore there is no expected amortization expense for the next five years. | ||||||
Revenue Recognition | ||||||
The Company holds contracts with several hospitals and groups of health care facilities to provide Teleradiology services for a specific period of time. The Company bills for services rendered on a monthly basis. For the year ended December 31, 2013, CTS held seven contracts; one contract that is renewable on a year-to-year basis, four contracts that are renewable in 2014 ,2015, and 2016, and its two largest contracts, which renewed automatically in 2013 for successive one year terms. As described above, in accordance with the requirement of Staff Accounting Bulletin (“SAB”) 104, the Company recognizes revenue when: (1) persuasive evidence of an arrangement exists (contracts); (2) delivery has occurred (monthly); (3) the seller’s price is fixed or determinable (per the customer’s contract, and services performed); and (4) collectability is reasonably assured (based upon our credit policy). | ||||||
Revenue is accounted for under the guidelines established by SAB 101, Revenue Recognition in Financial Statements, and ASC Topic 605-45, Revenue Recognition – Principal Agent Considerations. For CTS, the Company has the following indicators of gross revenue reporting: (1) CTS is the primary obligator in the provision of services to the Hospitals under contract, (2) CTS has latitude in establishing price, and negotiating contracts with each hospital, (3) CTS negotiates and determines the service specification to be provided to each hospital client, (4) CTS has complete discretion in supplier selection, and (5) CTS has the credit risk. Accordingly, the Company records CTS revenue at gross. | ||||||
For SMI, revenue is recorded at the time of service. | ||||||
Cost of Sales | ||||||
Cost of sales includes fees paid to radiologists for teleradiology services, transcription fees, equipment repairs, system license and usage costs. | ||||||
Impairment of Long-Lived Assets | ||||||
In accordance with ASC Topic 360, Property, Plant and Equipment, property, plant, and equipment, and purchased intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Goodwill and other intangible assets are tested for impairment. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. | ||||||
Amortization and Depreciation | ||||||
Depreciation and amortization are calculated using the straight-line method over the following useful lives: | ||||||
3 - 7 years Equipment | ||||||
5 – 7 years Furniture and Fixtures | ||||||
2 to 5 years Hospital Contracts | ||||||
3 - 5 years Non-compete Contract | ||||||
39 years Leasehold Improvements | ||||||
Stock Based Compensation | ||||||
The Company measures all share-based payments to employees (which includes non-employee Board of Directors), including employee stock options, warrants and restricted stock, at the fair value of the award and expenses it over the requisite service period (generally the vesting period). The fair value of common stock options or warrants granted to employees is estimated at the date of grant using the Black-Scholes option pricing model. The calculation also takes into account the common stock fair market value at the grant date, the exercise price, the expected life of the common stock option or warrant, the dividend yield and the risk-free interest rate. | ||||||
The Company from time to time may issue stock options, warrants and restricted stock to acquire goods or services from third parties. Restricted stock, options or warrants issued to other than employees or directors are recorded on the basis of their fair value. The options or warrants are valued using the Black-Scholes option pricing model on the basis of the market price of the underlying equity instrument on the “valuation date,” which for options and warrants related to contracts that have substantial disincentives to non-performance, is the date of the contract, and for all other contracts is the vesting date. Expenses related to the options and warrants are recognized on a straight-line basis over the period which services are to be received. | ||||||
The Company did not recognize stock-based compensation expenses from stock granted to non-employees for the three months ended March 31, 2014 and 2013. | ||||||
The Company recognized stock-based compensation expenses of $150, and $0 from stock granted to employees for the three months ended March 31, 2014, and 2013, respectively. | ||||||
Fair Value of Financial Instruments | ||||||
The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties other than in a forced sale or liquidation. | ||||||
The carrying amounts of the Company’s financial instruments, including cash, accounts receivable, accounts payable and accrued liabilities and income taxes payable approximate fair value due to their most maturities. | ||||||
Fair Value Measurements | ||||||
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification (“ASC”) for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB ASC (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: | ||||||
Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | ||||||
Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | ||||||
Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. | ||||||
The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values because of the short maturity of these instruments. | ||||||
The company does not have assets and liabilities that are carried at fair value on a recurring basis. | ||||||
The Company’s functional currency for its wholly-owned subsidiary, CTS, is the Canadian dollar, and their financial statements have been translated into U.S. dollars. The Canadian dollar based accounts of the Company’s foreign operations have been translated into United States dollars using the current rate method. Assets and liabilities of those operations are translated into U.S. dollars using exchange rates as of the balance sheet date; income and expenses are translated using the weighted average exchange rates for the reporting period. Translation adjustments are recorded as accumulated other comprehensive income (loss), a separate component of stockholders’ equity. | ||||||
The Company recognized a foreign currency gain on transactions from operations of $415 and $3,351 for the three months ended March 31, 2014 and 2013, respectively. | ||||||
The Company recognized other comprehensive income of $1,065 and $1,387 for the three months ended March 31, 2014 and 2013, respectively. | ||||||
Income Taxes | ||||||
The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. This statement prescribes the use of the asset and liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. | ||||||
Net Income (Loss) Per Share | ||||||
The Company follows the provisions of ASC Topic 260, Earnings per Share. Basic net income (loss) per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Basic and diluted losses per share are the same as all potentially dilutive securities are anti-dilutive. | ||||||
Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock or conversion of notes into shares of the Company’s common stock that could increase the number of shares outstanding and lower the earnings per share of the Company’s common stock. This calculation is not done for periods in a loss position as this would be antidilutive. As of March 31, 2014, there were no stock options or stock awards that would have been included in the computation of diluted earnings per share that could potentially dilute basic earnings per share in the future. | ||||||
The information related to basic and diluted earnings per share is as follows: | ||||||
Three Months Ended | ||||||
March 31, | March 31, | |||||
2014 | 2013 | |||||
Numerator: | ||||||
Continuing operations: | ||||||
Total Comprehensive Income (Loss) | $ | -39,210 | $ | -30,643 | ||
Total | $ | -39,210 | $ | -30,643 | ||
Total Comprehensive Income (Loss) | $ | -39,210 | $ | -30,643 | ||
Denominator: | ||||||
Weighted average number of shares outstanding – basic and diluted | 23,350,793 | 23,134,813 | ||||
EPS: | ||||||
Basic: | ||||||
Total Comprehensive Income (Loss) | $ | -0.002 | $ | -0.001 | ||
Net Income (loss) | $ | -0.002 | $ | -0.001 | ||
Diluted | ||||||
Total Comprehensive Income (Loss) | $ | -0.002 | $ | -0.001 | ||
Total Comprehensive Income (Loss) | $ | -0.002 | $ | -0.001 | ||
Recent Accounting Updates | ||||||
The Company does not expect the adoption of any other recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow. |
Interim_Financial_Statements
Interim Financial Statements | 3 Months Ended |
Mar. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | ' |
Interim Financial Statements | ' |
Note 2. Interim Financial Statements | |
The accompanying interim unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. For further information, refer to the financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013. |
Property_and_Equipment
Property and Equipment | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property and Equipment | ' | |||||||
Note 3. Property and Equipment | ||||||||
Property and equipment are stated at cost. Depreciation is calculated on the accelerated method over the estimated useful life of the assets. At March 31, 2014 and December 31, 2013, the major class of property and equipment were as follows: | ||||||||
March 31, | December 31, | Estimated useful lives | ||||||
2014 | 2013 | |||||||
Computer/Office Equipment | $ | 84,621 | $ | 88,378 | 3-7 years | |||
Medical Equipment | 601,774 | 601,774 | 3-7 years | |||||
Leasehold Improvements | 747,312 | 747,312 | 39 years | |||||
Less: Accumulated Depreciation | -275,028 | -237,763 | ||||||
Net Book Value | $ | 1,158,679 | $ | 1,199,701 | ||||
Depreciation expense was $39,820 and $39,436 for the three months ended March 31, 2014 and 2013, respectively. |
Business_Combination
Business Combination | 3 Months Ended | ||
Mar. 31, 2014 | |||
Business Combinations [Abstract] | ' | ||
Business Combination | ' | ||
Note 4. Business Combination | |||
On December 10, 2012, the Company acquired 100% of Schuylkill Open MRI Inc. for consideration including cash which is described in detail below. Accordingly, the results of operations for SMI have been included in the accompanying consolidated financial statements from that date forward. SMI provides Magnetic Resonance Imaging (MRI) services. Pursuant to the terms of the Share Purchase Agreement, the Company paid an aggregate purchase price of $1,825,000 for the shares, plus a possible earn-out payment of up to $200,000 to be paid within sixty days after December 31, 2013 if certain post-closing revenue targets are met. This earn out payment is now due. The Company is exploring financing opportunities to pay the obligation. | |||
In connection with the Share Purchase Agreement, SMI entered into a lease agreement with one of the Sellers for the lease of two MRI machines. Under the terms of the lease, SMI is to make monthly payments of $11,013, plus applicable sales tax, over a period of 48 months. In addition, SMI agreed to make a one-time lease payment of $125,000 which was fully paid by March 30, 2013. The Company has guaranteed all of SMI’s obligations under the lease. At the end of the lease, SMI will have the option to purchase the MRI machines for a total purchase price of $1.00. The lease was accounted for as a capital lease for a total value of $555,000. | |||
Consideration for the acquisition comprised the following (at fair value): | |||
Cash | $ | 1,825,000 | |
Acquisition Liability | 200,000 | ||
Total consideration paid | $ | 2,025,000 | |
Following assets and liabilities were recognized in the acquisition (at fair value): | |||
Cash | $ | 42,887 | |
Accounts receivable | 124,436 | ||
Fixed Assets | 1,345,647 | ||
Deposits | 8,140 | ||
Non-compete agreement | 27,917 | ||
Goodwill | 1,422,670 | ||
Liabilities assumed | -946,697 | ||
Net assets purchased | $ | 2,025,000 | |
The Company has evaluated this transaction and believes that the historical cost of the tangible and intangible assets acquired approximated fair market value given the current nature of the assets acquired. As part of the acquisition the Company has acquired Goodwill of $1,422,670. The Company expects to amortize the full amount of goodwill for tax purposes. At December 31, 2013 year end the Company performed an annual testing of goodwill for impairment, and valued the fair value of the reporting units to be greater than its carrying amount. As such, goodwill impairment was not recorded. | |||
The amounts of revenue included in the consolidated statement of operations for the three months ended March 31, 2014 and 2013 is $457,965, and $476,016, respectively. | |||
The amounts of gross earnings included in the consolidated statement of operations for three months ended March 31, 2014 and 2013 is $356,055, and $345,235, respectively. | |||
Costs related to the acquisition, which include legal fees, in the amount of $81,811 have been charged directly to operations and are included in legal and professional expenses in the 2012 consolidated statement of operations. |
Goodwill
Goodwill | 3 Months Ended | ||
Mar. 31, 2014 | |||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||
Goodwill | ' | ||
Note 5. Goodwill | |||
The change in the carrying amount of goodwill for the two years ended March 31, 2014 was: | |||
Balance as of January 1, 2013 | $ | - | |
Acquisition of goodwill during the year | 1,422,670 | ||
Changes in goodwill during the year | - | ||
Balance as of December 31, 2013 | 1,422,670 | ||
Changes in goodwill during the year | - | ||
Balance as of March 31, 2014 | $ | 1,422,670 |
Lease_Commitments
Lease Commitments | 3 Months Ended | |||||||||
Mar. 31, 2014 | ||||||||||
Leases, Operating [Abstract] | ' | |||||||||
Lease Commitments | ' | |||||||||
Note 6. Lease Commitments | ||||||||||
CTS has a lease commitment for its office space of approximately $2,450 minimum rental, and approximately $2,850 in utilities, realty taxes, and operating costs, for a total of approximately $5,300 per month. The Lease renewed in April 2013 for a period of five years and will expire in March 2018. On renewal, CTS was given a rental credit of approximately $28,000. This lease was accounted for as an operating lease. | ||||||||||
CTS has a lease for its off-site servers at a cost of approximately $1,500 per month. This lease is accounted for as an operating lease. The lease will expire in April 30, 2017. | ||||||||||
SMI has a lease for its off-site servers at a cost of approximately $1,092 per month. This lease is accounted for as an operating lease on a month-to-month basis. | ||||||||||
SMI entered into a lease commitment for its office space in Pottsville, Pennsylvania. The lease will expire on June 30, 2016, and it is renewable for an additional term of 5 years on the same terms and conditions. Monthly rental amounts in 2014 were $5,437 per month plus approximately $1,674 in utilities, realty taxes, and operating costs. | ||||||||||
SMI has a lease for office space in Dallas, Texas of approximately $880 per month plus approximately $660 in utilities, realty taxes, and operating costs. The lease will expire in August 31, 2014. | ||||||||||
Expected Lease commitments for the next three years: | ||||||||||
Year | Office Space | Servers | Total | |||||||
2014 | $ | 117,859 | $ | 23,328 | $ | 141,187 | ||||
2015 | 148,932 | 31,104 | 180,036 | |||||||
2016 | 106,266 | 31,104 | 137,370 | |||||||
$ | 373,057 | $ | 85,536 | $ | 458,593 |
Accounts_Payable_and_Accrued_L
Accounts Payable and Accrued Liabilities | 3 Months Ended |
Mar. 31, 2014 | |
Payables and Accruals [Abstract] | ' |
Accounts Payable and Accrued Liabilities | ' |
Note 7. Accounts Payable and Accrued Liabilities | |
As of March 31, 2013 and December 31, 2013, the trade payables and accrued liabilities of the Company were $539,910 and $608,151, respectively. Of the total amount as of March 31, 2014, approximately $231,097 is related to CTS operations and $278,443 is related to SMI operations. The balance of the accounts is for vendors supplying goods and services used in the normal course of business. Of the total amount as of December 31, 2013, approximately $301,965 is related to CTS operations and $278,854 is related to SMI operations. The balance of the accounts is for vendors supplying goods and services used in the normal course of business. |
Obligations_Under_Capital_Leas
Obligations Under Capital Lease | 3 Months Ended | ||
Mar. 31, 2014 | |||
Leases, Capital [Abstract] | ' | ||
Obligations Under Capital Lease | ' | ||
Note 8. Obligations Under Capital Lease | |||
On December 10, 2012, the Company entered into a lease agreement with one of the sellers of SMI to lease the two MRI machines. Under the terms of the lease, SMI is to make monthly payments of $11,013, plus applicable sales tax, over a period of 48 months. In addition, SMI agreed to make a one-time lease payment of $125,000, which was paid by March 30, 2013. The Company has guaranteed all of SMI’s obligations under the lease. At the end of the lease, SMI will have the option to purchase the MRI machines for a total purchase price of $1.00. The lease was accounted for as a capital lease for a total value of $555,000. | |||
Minimum future lease payments under the capital lease are as follows as of March 31, 2014: | |||
2014 | 99,115 | ||
2015 | 132,152 | ||
2016 | 132,150 | ||
Total minimum lease payments | 363,417 | ||
Less amount representing interest | 49,012 | ||
Present value of minimum lease payments | 314,405 | ||
Less current portion of minimum lease payments | 104,009 | ||
Long-term capital lease obligations | $ | 210,396 | |
The gross amount of the equipment held under capital leases totals $555,000 ($407,083 net book value after accumulated amortization of $147,917) at March 31, 2014. | |||
Amortization of the capital lease assets is included in the depreciation expense of $27,750 for the three months ending March 31, 2014. |
Promissory_Notes
Promissory Notes | 3 Months Ended | ||
Mar. 31, 2014 | |||
Other Liabilities Disclosure [Abstract] | ' | ||
Promissory Notes | ' | ||
Note 9. Promissory Notes | |||
During the year ended December 31, 2013, $6,616 in accrued interest was recorded on the notes, and $87,225 was paid towards the balance of the notes.$18,736 of the notes assumed on acquisition represented by a promissory note accruing interest at an annual rate of 10.5% and paid out monthly. $45,792 of the notes assumed on acquisition represented by a promissory note accruing interest at an annual rate of 6% and paid out monthly. | |||
During the three months ended March 31, 2014, $593 in accrued interest was recorded on the notes, and $13,110 was paid towards the balance of the notes. | |||
A summary of the promissory notes is as follows: | |||
Promissory notes at January 1, 2013 | $ | 119,624 | |
Added: Proceeds through December 31, 2013 | 6,000 | ||
Added: Accrued Interest through December 31, 2013 | 6,616 | ||
Less: Payments through December 31, 2013 | -87,225 | ||
Promissory notes at December 31, 2013 | $ | 45,015 | |
Added: Accrued Interest through March 31, 2014 | 593 | ||
Less: Payments through March 31, 2014 | -13,110 | ||
Promissory notes at March 31, 2014 | $ | 32,498 | |
Less: Short term portion | 18,669 | ||
Long term portion March 31, 2014 | $ | 13,829 |
Convertible_Notes
Convertible Notes | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||||||||||
Convertible Notes | ' | |||||||||||||||||||||||
Note 10. Convertible Notes | ||||||||||||||||||||||||
Series B: | ||||||||||||||||||||||||
On December 3, 2012, the Company sold, through a private placement to accredited investors, three year 12% convertible notes (“Series B Notes”) in the aggregate principal amount of $1,865,000. On March 27, 2013 the company sold an additional $150,000 of Series B Notes. | ||||||||||||||||||||||||
Series B Notes pay interest at a rate of 12% per annum, payable to the holder at 1% per month. The Notes are convertible into common shares of the Company at $0.10 per share. In addition, each holder of Series B Notes received shares dependent on the dollar amount of Notes purchased. The total number of shares issued was 5,315,000 shares of common stock of the Company. $1,865,000 of Series B Notes issued on December 3, 2012 mature on December 31, 2013; and $150,000 of Series B Notes issued March 27, 2013 mature on March 31, 2016. | ||||||||||||||||||||||||
For the three month ended March 31, 2014, $60,450 in accrued interest was recorded on the notes and paid. | ||||||||||||||||||||||||
In accordance with ASC 470 on issuance of the shares given, the Company recognized additional paid-in capital and a discount against the notes for a total of $244,275. Amortization of the discount for the three months ended March 31, 2014 was $20,356. | ||||||||||||||||||||||||
The Details of Series B Notes are as follows: | ||||||||||||||||||||||||
Issuance | December 31, | December 31, | Three Months | Three Months | Three Months | Three Months | March 31, | Maturity | ||||||||||||||||
Date | 2013 | 2013 | Ended | Ended | Ended | Ended | 2014 | Date | ||||||||||||||||
Balance | Unamortized | March 31, | March 31, | March 31, | March 31, | Balance, net | ||||||||||||||||||
Discount | 2014 | 2014 | 2014 | 2014 | ||||||||||||||||||||
Beginning | Proceeds | Accrued | (Payments) | Amortization | ||||||||||||||||||||
Balance | Interest | of Debt | ||||||||||||||||||||||
Discount | ||||||||||||||||||||||||
3-Dec-12 | $ | 25,000 | $ | -719 | $ | - | $ | 750 | $ | -750 | $ | 94 | $ | 24,375 | 31-Dec-15 | |||||||||
3-Dec-12 | 125,000 | -10,569 | - | 3,750 | -3,750 | 1,244 | 115,675 | 31-Dec-15 | ||||||||||||||||
3-Dec-12 | 50,000 | -2,156 | - | 1,500 | -1,500 | 281 | 48,125 | 31-Dec-15 | ||||||||||||||||
3-Dec-12 | 25,000 | -719 | - | 750 | -750 | 94 | 24,375 | 31-Dec-15 | ||||||||||||||||
3-Dec-12 | 25,000 | -719 | - | 750 | -750 | 94 | 24,375 | 31-Dec-15 | ||||||||||||||||
3-Dec-12 | 25,000 | -719 | - | 750 | -750 | 94 | 24,375 | 31-Dec-15 | ||||||||||||||||
3-Dec-12 | 1,500,000 | -129,375 | - | 45,000 | -45,000 | 16,875 | 1,387,500 | 31-Dec-15 | ||||||||||||||||
3-Dec-12 | 50,000 | -2,156 | - | 1,500 | -1,500 | 281 | 48,125 | 31-Dec-15 | ||||||||||||||||
3-Dec-12 | 15,000 | -431 | - | 450 | -450 | 56 | 14,625 | 31-Dec-15 | ||||||||||||||||
3-Dec-12 | 100,000 | -7,081 | - | 3,000 | -3,000 | 856 | 93,775 | 31-Dec-15 | ||||||||||||||||
27-Mar-13 | 25,000 | -1,162 | - | 750 | -750 | 129 | 23,967 | 31-Mar-16 | ||||||||||||||||
27-Mar-13 | 25,000 | -1,162 | - | 750 | -750 | 129 | 23,967 | 31-Mar-16 | ||||||||||||||||
27-Mar-13 | 25,000 | -1,162 | - | 750 | -750 | 129 | 23,967 | 31-Mar-16 | ||||||||||||||||
Total | $ | 2,015,000 | $ | -158,131 | $ | - | $ | 60,450 | $ | -60,450 | $ | 20,356 | $ | 1,877,,225 | ||||||||||
Summary of Series B Notes is as follows: | ||||||||||||||||||||||||
March 31, | December 31, | |||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Convertible notes Beginning Balance | $ | 2,015,000 | $ | 2,015,000 | ||||||||||||||||||||
Less: unamortized debt discount | -137,775 | -158,131 | ||||||||||||||||||||||
Convertible notes principal, net | 1,877,225 | 1,856,869 | ||||||||||||||||||||||
Less: Payments in Period | -60,450 | -235,300 | ||||||||||||||||||||||
Added: Accrued interest | 60,450 | 235,300 | ||||||||||||||||||||||
Total Convertible notes, net | $ | 1,877,225 | $ | 1,856,869 | ||||||||||||||||||||
Less: Short term portion, net | - | - | ||||||||||||||||||||||
Long term portion, net | $ | 1,877,225 | $ | 1,856,869 | ||||||||||||||||||||
Following are maturities of the long –term debt in Series B Notes for each of the next 5 years: | ||||||||||||||||||||||||
Principal | Interest | Amortization | ||||||||||||||||||||||
Payments | Payments | of Discount | ||||||||||||||||||||||
2014 | $ | - | $ | 181,350 | $ | 61,069 | ||||||||||||||||||
2015 | 1,865,000 | 241,800 | 75,156 | |||||||||||||||||||||
2016 | 150,000 | 4,500 | 1,550 | |||||||||||||||||||||
2017 | - | - | - | |||||||||||||||||||||
2018 | - | - | - | |||||||||||||||||||||
Total | $ | 2,015,000 | $ | 427,650 | $ | 137,775 | ||||||||||||||||||
Individually issued Convertible Note | ||||||||||||||||||||||||
On March 26, 2014 the Company issued $300,000 in convertible note to a non-affiliate. The note pays interest at a rate of 12% per annum, payable to the holder at 1% per month. In addition to interest payments the Company will be making monthly payments of $5,000 towards the principal balance beginning June 1, 2014 for three years until the note due date of February 27, 2017. The note is convertible into common shares of the Company at $0.15 per share. In addition, the non-affiliate will receive 300,000 shares as part of the note agreement. | ||||||||||||||||||||||||
For the three month ended March 31, 2014, $789 in accrued interest was recorded on the notes, and was paid on May 1, 2014. | ||||||||||||||||||||||||
In accordance with ASC 470 on issuance of the bonus shares given, the Company recognized additional paid-in capital and a discount against the notes for a total of $25,500. | ||||||||||||||||||||||||
Summary of the notes is as follows: | ||||||||||||||||||||||||
March 31, | December 31, | |||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Convertible note Beginning Balance | $ | 300,000 | $ | - | ||||||||||||||||||||
Less: unamortized debt discount | -25,500 | - | ||||||||||||||||||||||
Convertible notes principal, net | 274,500 | - | ||||||||||||||||||||||
Less: Payments in Period | - | - | ||||||||||||||||||||||
Added: Accrued interest | 789 | - | ||||||||||||||||||||||
Total Convertible note, net | $ | 275,289 | $ | - | ||||||||||||||||||||
Less: short term portion, net | 54,900 | - | ||||||||||||||||||||||
Long term portion, net | $ | 220,389 | $ | - | ||||||||||||||||||||
Following are maturity of the individually issued convertible note for each of the next 5 years: | ||||||||||||||||||||||||
Principal | Interest | Amortization | ||||||||||||||||||||||
Payments | Payments | of Discount | ||||||||||||||||||||||
2014 | $ | 35,000 | $ | 23,803 | $ | 6,375 | ||||||||||||||||||
2015 | 60,000 | 28,496 | 8,500 | |||||||||||||||||||||
2016 | 60,000 | 21,360 | 8,500 | |||||||||||||||||||||
2017 | 145,000 | 4,103 | 2,125 | |||||||||||||||||||||
2018 | - | - | - | |||||||||||||||||||||
Total | $ | 300,000 | $ | 77,762 | $ | 25,500 |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended | |||||
Mar. 31, 2014 | ||||||
Related Party Transactions [Abstract] | ' | |||||
Related Party Transactions | ' | |||||
Note 11. Related Party Transactions | ||||||
During the year ended December 31, 2013, Richard Jagodnik (an officer and shareholder of the Company), had a $7,062 note payable from DIIC. The note was non-interest bearing and payable on demand. As at December 31, 2013 the note is fully paid. | ||||||
During the second quarter of 2010, Richard Jagodnik loaned DIIC $42,944 under the same terms of convertible notes Series A as described in Note 9 above. The note was carried in Canadian dollars and a foreign exchange gain of $693 was recorded for the year ended December 31, 2013. For the year ended December 31, 2013 $48 in accrued interest was recorded and added to the note. As at December 31, 2013 the note was fully paid. | ||||||
For the three months ended March 31, 2014 the company did not have any related party debt outstanding. | ||||||
Summary of related party notes is as follows: | ||||||
Shareholder | Shareholder | |||||
Note | Convertible Note | |||||
Balance at December 31, 2012 | $ | 7,062 | $ | 10,936 | ||
Added: Accrued Interest | - | 48 | ||||
Less: Foreign Exchange Gain | - | 693 | ||||
Less: Payments | -7,062 | -10,291 | ||||
Balance at December 31, 2013 | $ | - | $ | - | ||
Balance at March 31, 2014 | $ | - | $ | - |
Major_Customers
Major Customers | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Major Customers | ' | ||||||||||
Major Customers | ' | ||||||||||
Note 12. Major Customers | |||||||||||
For the three months ending March 30, 2014 and 2013, revenue was derived primarily from radiology services. | |||||||||||
Major customers representing more than 10% of total revenue for the three months ended March 31, 2014 and 2013 are as follow: | |||||||||||
Three Months Ended | Three Months Ended | ||||||||||
31-Mar-14 | 31-Mar-13 | ||||||||||
Customers | Revenue | Revenue | Revenue | Revenue | |||||||
amount | percentage | amount | percentage | ||||||||
Contract A | $ | 260,873 | 22% | $ | 281,675 | 22% | |||||
Contract E | 205,727 | 17% | 293,092 | 23% | |||||||
Contract F | 132,972 | 11% | 138,625 | 11% | |||||||
Contract H | $ | 74,408 | 6% | $ | 62,899 | 5% | |||||
Closing balances of accounts receivable for our major customers were as follow: | |||||||||||
Balance at | Balance at | ||||||||||
31-Mar-14 | 31-Dec-13 | ||||||||||
Accounts | Accounts | Accounts | Accounts | ||||||||
Receivable | Receivable | Receivable | Receivable | ||||||||
Customers | Closing Balance | Percentage | Closing Balance | Percentage | |||||||
Contract A | $ | 18,914 | 6% | $ | 17,876 | 6% | |||||
Contract E | 51,614 | 17% | 95,552 | 34% | |||||||
Contract F | 44,176 | 15% | 46,796 | 17% | |||||||
Contract G | 13,034 | 4% | 12,382 | 4% | |||||||
Contract H | $ | 25,097 | 8% | $ | 54,757 | 19% |
Major_Vendors
Major Vendors | 3 Months Ended |
Mar. 31, 2014 | |
Major Vendors | ' |
Major Vendors | ' |
Note 13. Major Vendors | |
The company has one major vendor providing its system software and support. Expenses relating to this vendor for the three months ended March 31, 2014 and 2013 were $13,455 and $15,165, respectively. |
Common_Stock_Transactions
Common Stock Transactions | 3 Months Ended |
Mar. 31, 2014 | |
Equity [Abstract] | ' |
Common Stock Transactions | ' |
Note 14. Common Stock Transactions | |
For the three months ended March 31, 2014, 5,000 shares were issued for services valued at $150 based upon the closing price of our common stock at the grant date. | |
For the three months ended March 31, 2014, 300,000 shares were issued as part of convertible notes agreements. The shares were valued at $25,500 based upon the closing price of our common stock at the grant date. | |
For the year ended December 31, 2013, 300,000 shares were issued as part of convertible notes agreements. The shares were valued at $18,600 based upon the closing price of our common stock at the grant date. | |
For the year ended December 31, 2012 5,015,000 shares were issued as an additional part of convertible notes agreements. The shares were valued at $225,675 based upon the closing price of our common stock at the grant date. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Note 15. Income Tax | |
The Company follows ASC 740, Income Taxes, which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between consolidated financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. | |
The provisions of ASC 740 require companies to recognize in their financial statements the impact of a tax position if that position is more likely than not to be sustained upon audit, based upon the technical merits of the position. ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods and disclosure. | |
Management does not believe that the Company has any material uncertain tax positions requiring recognition or measurement in accordance with the provisions of ASC 740. Accordingly, the adoption of these provisions of ASC 740 did not have a material effect on the Company’s financial statements. The Company’s policy is to record interest and penalties on uncertain tax positions, if any, as income tax expense. |
Going_Concern
Going Concern | 3 Months Ended |
Mar. 31, 2014 | |
Going Concern | ' |
Going Concern | ' |
Note. 16. Going Concern | |
As shown in the accompanying consolidated financial statements, the company incurred net losses of $39,210 for the three months ended March 31, 2014 as well as a working capital deficit of $289,774. These conditions raise substantial doubt as to if the company’s ability to continue as a going concern. Management plan to raise additional financing in order to continue its operations and fulfil its debt obligations in 2015, but there can be no assurances that the plan will be successful. These consolidated financial statements do not include any adjustments that might be necessary if the company is unable to continue as a going concern. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Note 17. Subsequent events | |
Subsequent to quarter end, the company issued $75,000 in convertible notes to non-affiliates. | |
Subsequent to quarter end, the company’s wholly –owned subsidiary, CTS, received noticed that one of its major customers is terminating its contract with CTS. The client is known as contract “A” as shown in Note 12 above. | |
The Company evaluated subsequent events through the date the consolidated financial statements were issued. |
Accounting_Policies_Policies
Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Organization and Basis of Presentation | ' |
Organization and Basis of Presentation | |
Diagnostic Imaging International Corp., (“DIIC” or the “Company”) a Nevada Corporation, was incorporated in 2000. In 2005, the Company developed a business plan for private healthcare opportunities in Canada with the objective of owning and operating private diagnostic imaging clinics. In 2009, the Company purchased Custom Teleradiology Services, Inc. (“CTS”), a company that provides remote reading of diagnostic imaging scans for rural hospitals and clinics. In early 2010, the Company modified its business plan to grow its CTS subsidiary while commencing the acquisition of existing full service imaging clinics located in the United States and exploring the development of new diagnostic imaging technology. In 2012, the Company purchased Schuylkill Medical Imaging (“SMI”) an independent Magnetic Resonance Imaging (MRI) facility located in Pottsville, Pennsylvania. | |
Basis of Presentation | |
These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end is December 31. | |
Principle of Consolidation | ' |
Principle of Consolidation | |
The consolidated financial statements include the accounts of Diagnostic Imaging International, Corp., and our wholly-owned subsidiaries, Canadian Teleradiology Services, Inc. and Schuylkill Open MRI, Inc. Intercompany accounts and transactions have been eliminated in the consolidated financial statements. CTS’ and SMI’s accumulated earnings prior to their acquisition (March 2, 2009 and December 10, 2012, respectively) are not included in the consolidated balance sheet. | |
Reclassification of Accounts | ' |
Reclassification of Accounts | |
Certain prior period amounts have been reclassified to conform to the March 31, 2014 presentation. | |
Use of Estimates and Assumptions | ' |
Use of Estimates and Assumptions | |
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the consolidated financial statements are published, and (iii) the reported amount of net sales, expenses and costs recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of consolidated financial statements; accordingly, actual results could differ from these estimates. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At March 31, 2014, and December 31, 2013, cash includes cash on hand and cash in the bank. | |
Accounts Receivable Credit Risk | ' |
Accounts Receivable Credit Risk | |
The allowance for doubtful accounts is maintained at a level sufficient to provide for estimated credit losses based on evaluating known and inherent risks in the receivables portfolio. | |
Management evaluates various factors including expected losses and economic conditions to predict the estimated realization on outstanding receivables. | |
Goodwill and Indefinite Intangible Assets | ' |
Goodwill and Indefinite Intangible Assets | |
The Company follows the provisions of Financial Accounting Standard (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, Goodwill and Other Intangible Assets. In accordance with ASC Topic 350, goodwill, representing the excess of the purchase price and related costs over the value assigned to net tangible and identifiable intangible assets of businesses acquired and accounted for under the purchase method, acquired in business combinations is assigned to reporting units that are expected to benefit from the synergies of the combination as of the acquisition date. Under this standard, goodwill and intangibles with indefinite useful lives are not amortized. The Company assesses goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter, or more frequently if events and circumstances indicate impairment may have occurred in accordance with ASC Topic 350. If the carrying value of a reporting unit's goodwill exceeds its implied fair value, the Company records an impairment loss equal to the difference. ASC Topic 350 also requires that the fair value of indefinite-lived purchased intangible assets be estimated and compared to the carrying value. The Company recognizes an impairment loss when the estimated fair value of the indefinite-lived purchased intangible assets is less than the carrying value. If the implied fair value of goodwill is lower than its carrying amount, goodwill impairment is indicated and goodwill is written down to its implied fair value. Subsequent increases in goodwill value are not recognized in the consolidated financial statements. | |
Intangible Assets | ' |
Intangible Assets | |
CTS has contracts with various hospitals in the province of Ontario, Canada. These contracts are for specific radiology services to be provided for a length of time. Contracts varied between one and five years. The contracts do not specify any minimum billings for any period of time. The contracts in existence on acquisition were valued on acquisition using a discounted cash flow model and the fair value as recorded is amortized over the remaining life of the contract using the straight line method. | |
Revenue Recognition | ' |
Revenue Recognition | |
The Company holds contracts with several hospitals and groups of health care facilities to provide Teleradiology services for a specific period of time. The Company bills for services rendered on a monthly basis. As described above, in accordance with the requirement of Staff Accounting Bulletin (“SAB”) 104, the Company recognizes revenue when: (1) persuasive evidence of an arrangement exists (contracts); (2) delivery has occurred (monthly); (3) the seller’s price is fixed or determinable (per the customer’s contract, and services performed); and (4) collectability is reasonably assured (based upon our credit policy). | |
Revenue is accounted for under the guidelines established by SAB 101, Revenue Recognition in Financial Statements, and ASC Topic 605-45, Revenue Recognition – Principal Agent Considerations. For CTS, the Company has the following indicators of gross revenue reporting: (1) CTS is the primary obligator in the provision of services to the Hospitals under contract, (2) CTS has latitude in establishing price, and negotiating contracts with each hospital, (3) CTS negotiates and determines the service specification to be provided to each hospital client, (4) CTS has complete discretion in supplier selection, and (5) CTS has the credit risk. Accordingly, the Company records CTS revenue at gross. | |
For SMI, revenue is recorded at the time of service. | |
Cost of Sales | ' |
Cost of Sales | |
Cost of sales includes fees paid to radiologists for teleradiology services, transcription fees, equipment repairs, system license and usage costs. | |
Impairment of Long-Lived Assets | ' |
Impairment of Long-Lived Assets | |
In accordance with ASC Topic 360, Property, Plant and Equipment, property, plant, and equipment, and purchased intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Goodwill and other intangible assets are tested for impairment. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. | |
Amortization and Depreciation | ' |
Amortization and Depreciation | |
Depreciation and amortization are calculated using the straight-line method over the useful lives. | |
Stock Based Compensation | ' |
Stock Based Compensation | |
The Company measures all share-based payments to employees (which includes non-employee Board of Directors), including employee stock options, warrants and restricted stock, at the fair value of the award and expenses it over the requisite service period (generally the vesting period). The fair value of common stock options or warrants granted to employees is estimated at the date of grant using the Black-Scholes option pricing model. The calculation also takes into account the common stock fair market value at the grant date, the exercise price, the expected life of the common stock option or warrant, the dividend yield and the risk-free interest rate. | |
The Company from time to time may issue stock options, warrants and restricted stock to acquire goods or services from third parties. Restricted stock, options or warrants issued to other than employees or directors are recorded on the basis of their fair value. The options or warrants are valued using the Black-Scholes option pricing model on the basis of the market price of the underlying equity instrument on the “valuation date,” which for options and warrants related to contracts that have substantial disincentives to non-performance, is the date of the contract, and for all other contracts is the vesting date. Expenses related to the options and warrants are recognized on a straight-line basis over the period which services are to be received. | |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments | |
The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties other than in a forced sale or liquidation. | |
The carrying amounts of the Company’s financial instruments, including cash, accounts receivable, accounts payable and accrued liabilities and income taxes payable approximate fair value due to their most maturities. | |
Fair Value Measurements | ' |
Fair Value Measurements | |
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification (“ASC”) for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB ASC (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: | |
Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | |
Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | |
Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. | |
The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values because of the short maturity of these instruments. | |
The company does not have assets and liabilities that are carried at fair value on a recurring basis. | |
The Company’s functional currency for its wholly-owned subsidiary, CTS, is the Canadian dollar, and their financial statements have been translated into U.S. dollars. The Canadian dollar based accounts of the Company’s foreign operations have been translated into United States dollars using the current rate method. Assets and liabilities of those operations are translated into U.S. dollars using exchange rates as of the balance sheet date; income and expenses are translated using the weighted average exchange rates for the reporting period. Translation adjustments are recorded as accumulated other comprehensive income (loss), a separate component of stockholders’ equity. | |
Income Taxes | ' |
Income Taxes | |
The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. This statement prescribes the use of the asset and liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. | |
Net Income/ (Loss) Per Share | ' |
Net Income (Loss) Per Share | |
The Company follows the provisions of ASC Topic 260, Earnings per Share. Basic net income (loss) per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Basic and diluted losses per share are the same as all potentially dilutive securities are anti-dilutive. | |
Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock or conversion of notes into shares of the Company’s common stock that could increase the number of shares outstanding and lower the earnings per share of the Company’s common stock. This calculation is not done for periods in a loss position as this would be antidilutive. | |
Recent Accounting Updates | ' |
Recent Accounting Updates | |
The Company does not expect the adoption of any other recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow. |
Organization_and_Summary_of_Si1
Organization and Summary of Significant Accounting Policies (Tables) | 3 Months Ended | |||||
Mar. 31, 2014 | ||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||
Schedule of Earnings Per Share | ' | |||||
Three Months Ended | ||||||
March 31, | March 31, | |||||
2014 | 2013 | |||||
Numerator: | ||||||
Continuing operations: | ||||||
Total Comprehensive Income (Loss) | $ | -39,210 | $ | -30,643 | ||
Total | $ | -39,210 | $ | -30,643 | ||
Total Comprehensive Income (Loss) | $ | -39,210 | $ | -30,643 | ||
Denominator: | ||||||
Weighted average number of shares outstanding – basic and diluted | 23,350,793 | 23,134,813 | ||||
EPS: | ||||||
Basic: | ||||||
Total Comprehensive Income (Loss) | $ | -0.002 | $ | -0.001 | ||
Net Income (loss) | $ | -0.002 | $ | -0.001 | ||
Diluted | ||||||
Total Comprehensive Income (Loss) | $ | -0.002 | $ | -0.001 | ||
Total Comprehensive Income (Loss) | $ | -0.002 | $ | -0.001 |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property Plant and Equipment | ' | |||||||
March 31, | December 31, | Estimated useful lives | ||||||
2014 | 2013 | |||||||
Computer/Office Equipment | $ | 84,621 | $ | 88,378 | 3-7 years | |||
Medical Equipment | 601,774 | 601,774 | 3-7 years | |||||
Leasehold Improvements | 747,312 | 747,312 | 39 years | |||||
Less: Accumulated Depreciation | -275,028 | -237,763 | ||||||
Net Book Value | $ | 1,158,679 | $ | 1,199,701 |
Business_Combination_Tables
Business Combination (Tables) | 3 Months Ended | ||
Mar. 31, 2014 | |||
Business Combinations [Abstract] | ' | ||
Schedule of Purchase Price Allocation | ' | ||
Cash | $ | 1,825,000 | |
Acquisition Liability | 200,000 | ||
Total consideration paid | $ | 2,025,000 | |
Schedule of Recognized Assets Acquired and Liabilities Assumed | ' | ||
Cash | $ | 42,887 | |
Accounts receivable | 124,436 | ||
Fixed Assets | 1,345,647 | ||
Deposits | 8,140 | ||
Non-compete agreement | 27,917 | ||
Goodwill | 1,422,670 | ||
Liabilities assumed | -946,697 | ||
Net assets purchased | $ | 2,025,000 |
Goodwill_Tables
Goodwill (Tables) | 3 Months Ended | ||
Mar. 31, 2014 | |||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||
Schedule of Goodwill | ' | ||
Balance as of January 1, 2013 | $ | - | |
Acquisition of goodwill during the year | 1,422,670 | ||
Changes in goodwill during the year | - | ||
Balance as of December 31, 2013 | 1,422,670 | ||
Changes in goodwill during the year | - | ||
Balance as of March 31, 2014 | $ | 1,422,670 |
Lease_Commitments_Tables
Lease Commitments (Tables) | 3 Months Ended | |||||||||
Mar. 31, 2014 | ||||||||||
Leases, Operating [Abstract] | ' | |||||||||
Schedule of Lease Commitments | ' | |||||||||
Year | Office Space | Servers | Total | |||||||
2014 | $ | 117,859 | $ | 23,328 | $ | 141,187 | ||||
2015 | 148,932 | 31,104 | 180,036 | |||||||
2016 | 106,266 | 31,104 | 137,370 | |||||||
$ | 373,057 | $ | 85,536 | $ | 458,593 |
Obligations_Under_Capital_Leas1
Obligations Under Capital Lease (Tables) | 3 Months Ended | ||
Mar. 31, 2014 | |||
Leases, Capital [Abstract] | ' | ||
Schedule of Future Minimum Lease Payments for Capital Leases | ' | ||
2014 | 99,115 | ||
2015 | 132,152 | ||
2016 | 132,150 | ||
Total minimum lease payments | 363,417 | ||
Less amount representing interest | 49,012 | ||
Present value of minimum lease payments | 314,405 | ||
Less current portion of minimum lease payments | 104,009 | ||
Long-term capital lease obligations | $ | 210,396 |
Promissory_Notes_Tables
Promissory Notes (Tables) | 3 Months Ended | ||
Mar. 31, 2014 | |||
Other Liabilities Disclosure [Abstract] | ' | ||
Schedule of Promissory Notes | ' | ||
Promissory notes at January 1, 2013 | $ | 119,624 | |
Added: Proceeds through December 31, 2013 | 6,000 | ||
Added: Accrued Interest through December 31, 2013 | 6,616 | ||
Less: Payments through December 31, 2013 | -87,225 | ||
Promissory notes at December 31, 2013 | $ | 45,015 | |
Added: Accrued Interest through March 31, 2014 | 593 | ||
Less: Payments through March 31, 2014 | -13,110 | ||
Promissory notes at March 31, 2014 | $ | 32,498 | |
Less: Short term portion | 18,669 | ||
Long term portion March 31, 2014 | $ | 13,829 |
Convertible_Notes_Tables
Convertible Notes (Tables) | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||||||||||
Schedule of Debt | ' | |||||||||||||||||||||||
The Details of Series B Notes are as follows: | ||||||||||||||||||||||||
Issuance | December 31, | December 31, | Three Months | Three Months | Three Months | Three Months | March 31, | Maturity | ||||||||||||||||
Date | 2013 | 2013 | Ended | Ended | Ended | Ended | 2014 | Date | ||||||||||||||||
Balance | Unamortized | March 31, | March 31, | March 31, | March 31, | Balance, net | ||||||||||||||||||
Discount | 2014 | 2014 | 2014 | 2014 | ||||||||||||||||||||
Beginning | Proceeds | Accrued | (Payments) | Amortization | ||||||||||||||||||||
Balance | Interest | of Debt | ||||||||||||||||||||||
Discount | ||||||||||||||||||||||||
3-Dec-12 | $ | 25,000 | $ | -719 | $ | - | $ | 750 | $ | -750 | $ | 94 | $ | 24,375 | 31-Dec-15 | |||||||||
3-Dec-12 | 125,000 | -10,569 | - | 3,750 | -3,750 | 1,244 | 115,675 | 31-Dec-15 | ||||||||||||||||
3-Dec-12 | 50,000 | -2,156 | - | 1,500 | -1,500 | 281 | 48,125 | 31-Dec-15 | ||||||||||||||||
3-Dec-12 | 25,000 | -719 | - | 750 | -750 | 94 | 24,375 | 31-Dec-15 | ||||||||||||||||
3-Dec-12 | 25,000 | -719 | - | 750 | -750 | 94 | 24,375 | 31-Dec-15 | ||||||||||||||||
3-Dec-12 | 25,000 | -719 | - | 750 | -750 | 94 | 24,375 | 31-Dec-15 | ||||||||||||||||
3-Dec-12 | 1,500,000 | -129,375 | - | 45,000 | -45,000 | 16,875 | 1,387,500 | 31-Dec-15 | ||||||||||||||||
3-Dec-12 | 50,000 | -2,156 | - | 1,500 | -1,500 | 281 | 48,125 | 31-Dec-15 | ||||||||||||||||
3-Dec-12 | 15,000 | -431 | - | 450 | -450 | 56 | 14,625 | 31-Dec-15 | ||||||||||||||||
3-Dec-12 | 100,000 | -7,081 | - | 3,000 | -3,000 | 856 | 93,775 | 31-Dec-15 | ||||||||||||||||
27-Mar-13 | 25,000 | -1,162 | - | 750 | -750 | 129 | 23,967 | 31-Mar-16 | ||||||||||||||||
27-Mar-13 | 25,000 | -1,162 | - | 750 | -750 | 129 | 23,967 | 31-Mar-16 | ||||||||||||||||
27-Mar-13 | 25,000 | -1,162 | - | 750 | -750 | 129 | 23,967 | 31-Mar-16 | ||||||||||||||||
Total | $ | 2,015,000 | $ | -158,131 | $ | - | $ | 60,450 | $ | -60,450 | $ | 20,356 | $ | 1,877,,225 | ||||||||||
Schedule of Debt Conversions | ' | |||||||||||||||||||||||
Summary of Series B Notes is as follows: | ||||||||||||||||||||||||
March 31, | December 31, | |||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Convertible notes Beginning Balance | $ | 2,015,000 | $ | 2,015,000 | ||||||||||||||||||||
Less: unamortized debt discount | -137,775 | -158,131 | ||||||||||||||||||||||
Convertible notes principal, net | 1,877,225 | 1,856,869 | ||||||||||||||||||||||
Less: Payments in Period | -60,450 | -235,300 | ||||||||||||||||||||||
Added: Accrued interest | 60,450 | 235,300 | ||||||||||||||||||||||
Total Convertible notes, net | $ | 1,877,225 | $ | 1,856,869 | ||||||||||||||||||||
Less: Short term portion, net | - | - | ||||||||||||||||||||||
Long term portion, net | $ | 1,877,225 | $ | 1,856,869 | ||||||||||||||||||||
Summary of Individually issued Convertible Note | ||||||||||||||||||||||||
March 31, | December 31, | |||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Convertible note Beginning Balance | $ | 300,000 | $ | - | ||||||||||||||||||||
Less: unamortized debt discount | -25,500 | - | ||||||||||||||||||||||
Convertible notes principal, net | 274,500 | - | ||||||||||||||||||||||
Less: Payments in Period | - | - | ||||||||||||||||||||||
Added: Accrued interest | 789 | - | ||||||||||||||||||||||
Total Convertible note, net | $ | 275,289 | $ | - | ||||||||||||||||||||
Less: short term portion, net | 54,900 | - | ||||||||||||||||||||||
Long term portion, net | $ | 220,389 | $ | - | ||||||||||||||||||||
Schedule of Maturities of Long Term Debt | ' | |||||||||||||||||||||||
Following are maturities of the long –term debt in Series B Notes for each of the next 5 years: | ||||||||||||||||||||||||
Principal | Interest | Amortization | ||||||||||||||||||||||
Payments | Payments | of Discount | ||||||||||||||||||||||
2014 | $ | - | $ | 181,350 | $ | 61,069 | ||||||||||||||||||
2015 | 1,865,000 | 241,800 | 75,156 | |||||||||||||||||||||
2016 | 150,000 | 4,500 | 1,550 | |||||||||||||||||||||
2017 | - | - | - | |||||||||||||||||||||
2018 | - | - | - | |||||||||||||||||||||
Total | $ | 2,015,000 | $ | 427,650 | $ | 137,775 | ||||||||||||||||||
Following are maturities of Individually issued Convertible Note for each of the next 5 years: | ||||||||||||||||||||||||
Principal | Interest | Amortization | ||||||||||||||||||||||
Payments | Payments | of Discount | ||||||||||||||||||||||
2014 | $ | 35,000 | $ | 23,803 | $ | 6,375 | ||||||||||||||||||
2015 | 60,000 | 28,496 | 8,500 | |||||||||||||||||||||
2016 | 60,000 | 21,360 | 8,500 | |||||||||||||||||||||
2017 | 145,000 | 4,103 | 2,125 | |||||||||||||||||||||
2018 | - | - | - | |||||||||||||||||||||
Total | $ | 300,000 | $ | 77,762 | $ | 25,500 |
Related_Party_Transaction_Tabl
Related Party Transaction (Tables) | 3 Months Ended | |||||
Mar. 31, 2014 | ||||||
Related Party Transactions [Abstract] | ' | |||||
Schedule of Related Party Transactions | ' | |||||
Shareholder | Shareholder | |||||
Note | Convertible Note | |||||
Balance at December 31, 2012 | $ | 7,062 | $ | 10,936 | ||
Added: Accrued Interest | - | 48 | ||||
Less: Foreign Exchange Gain | - | 693 | ||||
Less: Payments | -7,062 | -10,291 | ||||
Balance at December 31, 2013 | $ | - | $ | - | ||
Balance at March 31, 2014 | $ | - | $ | - |
Major_Customers_Tables
Major Customers (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Major Customers | ' | ||||||||||
Schedule of Revenue by Major Customers | ' | ||||||||||
Three Months Ended | Three Months Ended | ||||||||||
31-Mar-14 | 31-Mar-13 | ||||||||||
Customers | Revenue | Revenue | Revenue | Revenue | |||||||
amount | percentage | amount | percentage | ||||||||
Contract A | $ | 260,873 | 22% | $ | 281,675 | 22% | |||||
Contract E | 205,727 | 17% | 293,092 | 23% | |||||||
Contract F | 132,972 | 11% | 138,625 | 11% | |||||||
Contract H | $ | 74,408 | 6% | $ | 62,899 | 5% | |||||
Schedule of Accounts Receivable by Major Customers | ' | ||||||||||
Balance at | Balance at | ||||||||||
31-Mar-14 | 31-Dec-13 | ||||||||||
Accounts | Accounts | Accounts | Accounts | ||||||||
Receivable | Receivable | Receivable | Receivable | ||||||||
Customers | Closing Balance | Percentage | Closing Balance | Percentage | |||||||
Contract A | $ | 18,914 | 6% | $ | 17,876 | 6% | |||||
Contract E | 51,614 | 17% | 95,552 | 34% | |||||||
Contract F | 44,176 | 15% | 46,796 | 17% | |||||||
Contract G | 13,034 | 4% | 12,382 | 4% | |||||||
Contract H | $ | 25,097 | 8% | $ | 54,757 | 19% |
Organization_and_Summary_of_Si2
Organization and Summary of Significant Accounting Policies (Details 1) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Numerator | ' | ' |
Total comprehensive income (loss) | ($39,210) | ($30,643) |
Denominator | ' | ' |
Weighted average number of shares outstanding - basic and diluted | 23,350,793 | 23,134,813 |
Earnings per Share | ' | ' |
Basic earnings per share from total comprehensive income (loss) | ($0.00) | ($0.00) |
Diluted earnings per share from total comprehensive income (loss) | ($0.00) | ($0.00) |
Organization_and_Summary_of_Si3
Organization and Summary of Significant Accounting Policies (Details Narrative) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' | ' |
Allowance for bad debts | $24,816 | ' | $17,294 |
Accounts receivable, concentration risk | 40.00% | 70.00% | ' |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | |
Property Plant And Equipment [Line Items] | ' | ' |
Property and equipment, accumulated depreciation | ($275,028) | ($237,763) |
Computer/Office Equipment | ' | ' |
Property Plant And Equipment [Line Items] | ' | ' |
Property and equipment, gross | 84,621 | 88,378 |
Property and equipment, estimated useful lives | '3-7 years | ' |
Medical Equipment | ' | ' |
Property Plant And Equipment [Line Items] | ' | ' |
Property and equipment, gross | 601,774 | 601,774 |
Property and equipment, estimated useful lives | '3-7 years | ' |
Leasehold Improvements | ' | ' |
Property Plant And Equipment [Line Items] | ' | ' |
Property and equipment, gross | $747,312 | $747,312 |
Property and equipment, estimated useful lives | '39 years | ' |
Property_and_Equipment_Details1
Property and Equipment (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Property, Plant and Equipment [Abstract] | ' | ' |
Property and equipment, depreciation expense | $39,820 | $39,436 |
Business_Combination_Details_1
Business Combination (Details 1) (USD $) | 12 Months Ended |
Dec. 31, 2012 | |
Business Combination, Consideration Transferred | ' |
Cash consideration paid | $1,825,000 |
Acquisition Liability | 200,000 |
Total consideration paid | $2,025,000 |
Business_Combination_Details_2
Business Combination (Details 2) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Business Combinations [Abstract] | ' | ' | ' |
Fair value of cash acquired | ' | ' | $42,887 |
Fair value accounts receivable acquired | ' | ' | 124,436 |
Fair value fixed assets acquired | ' | ' | 1,345,647 |
Fair value deposits acquired | ' | ' | 8,140 |
Fair value non-compete agreement acquired | ' | ' | 27,917 |
Fair value goodwill acquired | 1,422,670 | 1,422,670 | 1,422,670 |
Fair value liabilities assumed | ' | ' | -946,697 |
Fair value net assets purchased | ' | ' | $2,025,000 |
Business_Combination_Details_N
Business Combination (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 10, 2012 | |
Business Combinations [Abstract] | ' | ' | ' | ' |
Business combination, name of acquired entity | ' | ' | 'Schuylkill Open MRI Inc | ' |
Business combination, description of acquired entity | ' | ' | 'SMI provides Magnetic Resonance Imaging (MRI) services. | ' |
Business combination, date of acquisition | ' | ' | 10-Dec-12 | ' |
Business combination, capital lease agreement | ' | ' | ' | $11,013 |
Business combination, one-time capital lease payment | ' | ' | ' | 125,000 |
Business combination, capital lease, value | ' | ' | ' | 555,000 |
Business combination, option to purchase equipment | ' | ' | 'On December 10, 2012, the Company entered into a lease agreement with one of the sellers of SMI to lease the two MRI machines. Under the terms of the lease, SMI is to make monthly payments of $11,013, plus applicable sales tax, over a period of 48 months. In addition, SMI agreed to make a one-time lease payment of $125,000, which was paid by March 30, 2013. The Company has guaranteed all of SMI's obligations under the lease. At the end of the lease, SMI will have the option to purchase the MRI machines for a total purchase price of $1.00. | ' |
Business combination, revenue through acquired entity | 457,965 | 476,016 | ' | ' |
Business combination, gross earnings through acquired entity | 356,055 | 345,235 | ' | ' |
Business combination, costs related to the acquisition | ' | ' | $81,811 | ' |
Goodwill_Details
Goodwill (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Goodwill [Roll Forward] | ' | ' |
Goodwill, balance at beginning of period | $1,422,670 | $1,422,670 |
Changes in Goodwill | 0 | 0 |
Goodwill, balance at end of period | $1,422,670 | $1,422,670 |
Lease_Commitments_Details
Lease Commitments (Details) (USD $) | Mar. 31, 2014 |
Office Space | ' |
Expected Lease Commitments | ' |
Year 2014 | $117,859 |
Year 2015 | 148,932 |
Year 2016 | 106,266 |
Servers | ' |
Expected Lease Commitments | ' |
Year 2014 | 23,328 |
Year 2015 | 31,104 |
Year 2016 | 31,104 |
Total Lease Commitments | ' |
Expected Lease Commitments | ' |
Year 2014 | 141,187 |
Year 2015 | 180,036 |
Year 2016 | $137,370 |
Lease_Commitments_Details_Narr
Lease Commitments (Details Narrative) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
CTS - Office Space | ' |
Operating Leased Assets [Line Items] | ' |
Operating lease, minimum payments | $5,300 |
Leasing arrangements | 'CTS has a lease commitment for its office space of approximately $2,450 minimum rental and approximately $2,850 in utilities, realty taxes and operating costs. The lease renewed in April 2013 for a period of five years and will expire in March 2018. On renewal, CTS was give a rental credit of approximately $28,000. |
CTS - Off-site Servers | ' |
Operating Leased Assets [Line Items] | ' |
Operating lease, minimum payments | 1,500 |
Leasing arrangements | 'The lease expires on April 30, 2017 |
SMI - Off Site Server | ' |
Operating Leased Assets [Line Items] | ' |
Operating lease, minimum payments | 1,092 |
SMI - Office Space - Pottsville, Pennsylvania | ' |
Operating Leased Assets [Line Items] | ' |
Operating lease, minimum payments | 7,111 |
Leasing arrangements | 'SMI entered into a lease commitment for its office space in Pottsville, Pennsylvania. The lease will expire on June 30, 2016 and is renewable for an additional term of 5 years. |
SMI - Office Space - Dallas, Texas | ' |
Operating Leased Assets [Line Items] | ' |
Operating lease, minimum payments | $1,540 |
Leasing arrangements | 'The lease expires on August 31, 2014 |
Accounts_Payable_and_Accrued_L1
Accounts Payable and Accrued Liabilities (Details Narrative) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Trade Payables and Accrued Liabilities [Line Items] | ' | ' |
Trade payables and accrued expenses | $539,910 | $608,151 |
CTS - On-Going Operations | ' | ' |
Trade Payables and Accrued Liabilities [Line Items] | ' | ' |
Trade payables and accrued expenses | 231,097 | 301,965 |
SMI - On-Going Operations | ' | ' |
Trade Payables and Accrued Liabilities [Line Items] | ' | ' |
Trade payables and accrued expenses | $278,443 | $278,854 |
Obligations_Under_Capital_Leas2
Obligations Under Capital Lease (Details) (USD $) | Mar. 31, 2014 |
Capital Leases Future Minimum Payments Due Rolling Maturity | ' |
Minimum future lease payments, 2014 | $99,115 |
Minimum future lease payments, 2015 | 132,152 |
Minimum future lease payments, 2016 | 132,150 |
Total minimum lease payments | 363,417 |
Less amount representing interest | 49,012 |
Present value of minimum lease payments | 314,405 |
Less current portion of minimum lease payments | $104,009 |
Obligations_Under_Capital_Leas3
Obligations Under Capital Lease (Details Narrative) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Leases, Capital [Abstract] | ' |
Capital leases, equipment, gross | $555,000 |
Capital leases, equipment, net | 407,083 |
Capital leases, amortization expense | $27,750 |
Promissory_Notes_Details
Promissory Notes (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Promissory Notes [Roll Forward] | ' | ' |
Promissory notes, beginning of period | $45,015 | $119,624 |
Proceeds from Notes Issuances | ' | 6,000 |
Accrued interest | 593 | 6,616 |
Payments through end of period | -13,110 | -87,225 |
Promissory notes, end of period | $32,498 | $45,015 |
Promissory_Notes_Details_Narra
Promissory Notes (Details Narrative) | 12 Months Ended |
Dec. 31, 2013 | |
Other Liabilities Disclosure [Abstract] | ' |
Accrued interest rate, terms | '$18,736 of the notes assumed on acquisition represented by a promissory note accruing interest at an annual rate of 10.5% and paid out monthly. $45,792 of the notes assumed on acquisition represented by a promissory note accruing interest at an annual rate of 6% and paid out monthly. |
Convertible_Notes_Details_1
Convertible Notes (Details 1) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Series B - Note 1 | ' |
Debt Instrument [Line Items] | ' |
Convertible note, issuance date | 3-Dec-12 |
Convertible note, beginning balance | $25,000 |
Convertible note, accrued interest | 750 |
Convertible note, payments | -750 |
Convertible note, amortization of debt discount | 94 |
Convertible note, unamortized debt discount | -719 |
Convertible note, ending balance | 24,375 |
Convertible note, maturity date | 31-Dec-15 |
Series B - Note 2 | ' |
Debt Instrument [Line Items] | ' |
Convertible note, issuance date | 3-Dec-12 |
Convertible note, beginning balance | 125,000 |
Convertible note, accrued interest | 3,750 |
Convertible note, payments | -3,750 |
Convertible note, amortization of debt discount | 1,244 |
Convertible note, unamortized debt discount | -10,569 |
Convertible note, ending balance | 115,675 |
Convertible note, maturity date | 31-Dec-15 |
Series B - Note 3 | ' |
Debt Instrument [Line Items] | ' |
Convertible note, issuance date | 3-Dec-12 |
Convertible note, beginning balance | 50,000 |
Convertible note, accrued interest | 1,500 |
Convertible note, payments | -1,500 |
Convertible note, amortization of debt discount | 281 |
Convertible note, unamortized debt discount | -2,156 |
Convertible note, ending balance | 48,125 |
Convertible note, maturity date | 31-Dec-15 |
Series B - Note 4 | ' |
Debt Instrument [Line Items] | ' |
Convertible note, issuance date | 3-Dec-12 |
Convertible note, beginning balance | 25,000 |
Convertible note, accrued interest | 750 |
Convertible note, payments | -750 |
Convertible note, amortization of debt discount | 94 |
Convertible note, unamortized debt discount | -719 |
Convertible note, ending balance | 24,375 |
Convertible note, maturity date | 31-Dec-15 |
Series B - Note 5 | ' |
Debt Instrument [Line Items] | ' |
Convertible note, issuance date | 3-Dec-12 |
Convertible note, beginning balance | 25,000 |
Convertible note, accrued interest | 750 |
Convertible note, payments | -750 |
Convertible note, amortization of debt discount | 94 |
Convertible note, unamortized debt discount | -719 |
Convertible note, ending balance | 24,375 |
Convertible note, maturity date | 31-Dec-15 |
Series B - Note 6 | ' |
Debt Instrument [Line Items] | ' |
Convertible note, issuance date | 3-Dec-12 |
Convertible note, beginning balance | 25,000 |
Convertible note, accrued interest | 750 |
Convertible note, payments | -750 |
Convertible note, amortization of debt discount | 94 |
Convertible note, unamortized debt discount | -719 |
Convertible note, ending balance | 24,375 |
Convertible note, maturity date | 31-Dec-15 |
Series B - Note 7 | ' |
Debt Instrument [Line Items] | ' |
Convertible note, issuance date | 3-Dec-12 |
Convertible note, beginning balance | 1,500,000 |
Convertible note, accrued interest | 45,000 |
Convertible note, payments | -45,000 |
Convertible note, amortization of debt discount | 16,875 |
Convertible note, unamortized debt discount | -129,375 |
Convertible note, ending balance | 1,387,500 |
Convertible note, maturity date | 31-Dec-15 |
Series B - Note 8 | ' |
Debt Instrument [Line Items] | ' |
Convertible note, issuance date | 3-Dec-12 |
Convertible note, beginning balance | 50,000 |
Convertible note, accrued interest | 1,500 |
Convertible note, payments | -1,500 |
Convertible note, amortization of debt discount | 281 |
Convertible note, unamortized debt discount | -2,156 |
Convertible note, ending balance | 48,125 |
Convertible note, maturity date | 31-Dec-15 |
Series B - Note 9 | ' |
Debt Instrument [Line Items] | ' |
Convertible note, issuance date | 3-Dec-12 |
Convertible note, beginning balance | 15,000 |
Convertible note, accrued interest | 450 |
Convertible note, payments | -450 |
Convertible note, amortization of debt discount | 56 |
Convertible note, unamortized debt discount | -431 |
Convertible note, ending balance | 14,625 |
Convertible note, maturity date | 31-Dec-15 |
Series B - Note 10 | ' |
Debt Instrument [Line Items] | ' |
Convertible note, issuance date | 3-Dec-12 |
Convertible note, beginning balance | 100,000 |
Convertible note, accrued interest | 3,000 |
Convertible note, payments | -3,000 |
Convertible note, amortization of debt discount | 856 |
Convertible note, unamortized debt discount | -7,081 |
Convertible note, ending balance | 93,775 |
Convertible note, maturity date | 31-Dec-15 |
Series B - Note 11 | ' |
Debt Instrument [Line Items] | ' |
Convertible note, issuance date | 27-Mar-13 |
Convertible note, beginning balance | 25,000 |
Convertible note, accrued interest | 750 |
Convertible note, payments | -750 |
Convertible note, amortization of debt discount | 129 |
Convertible note, unamortized debt discount | -1,162 |
Convertible note, ending balance | 23,967 |
Convertible note, maturity date | 31-Mar-16 |
Series B - Note 12 | ' |
Debt Instrument [Line Items] | ' |
Convertible note, issuance date | 27-Mar-13 |
Convertible note, beginning balance | 25,000 |
Convertible note, accrued interest | 750 |
Convertible note, payments | -750 |
Convertible note, amortization of debt discount | 129 |
Convertible note, unamortized debt discount | -1,162 |
Convertible note, ending balance | 23,967 |
Convertible note, maturity date | 31-Mar-16 |
Series B - Note 13 | ' |
Debt Instrument [Line Items] | ' |
Convertible note, issuance date | 27-Mar-13 |
Convertible note, beginning balance | 25,000 |
Convertible note, accrued interest | 750 |
Convertible note, payments | -750 |
Convertible note, amortization of debt discount | 129 |
Convertible note, unamortized debt discount | -1,162 |
Convertible note, ending balance | $23,967 |
Convertible note, maturity date | 31-Mar-16 |
Convertible_Notes_Details_2
Convertible Notes (Details 2) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Series B - Convertible Notes | ' | ' |
Summary of Convertible Notes [Line Items] | ' | ' |
Convertible notes, beginning of period | $2,015,000 | $2,015,000 |
Less: unamortized debt discount | -137,775 | -158,131 |
Convertible notes principal, net | 1,877,225 | 1,856,869 |
Less: Payment in period | -60,450 | -235,300 |
Added: Accrued interest | 60,450 | 235,300 |
Total convertible notes, net | 1,877,225 | 1,856,869 |
Long term portion, net | 1,877,225 | 1,856,869 |
Individually Issued Convertible Note | ' | ' |
Summary of Convertible Notes [Line Items] | ' | ' |
Convertible notes, beginning of period | 300,000 | ' |
Less: unamortized debt discount | -25,500 | ' |
Convertible notes principal, net | 274,500 | ' |
Added: Accrued interest | 789 | ' |
Total convertible notes, net | 275,289 | ' |
Less: Short term portion, net | 54,900 | ' |
Long term portion, net | $220,389 | ' |
Convertible_Notes_Details_3
Convertible Notes (Details 3) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Series B Notes - Long-Term Debt Maturities | ' |
Long Term Debt Maturities [Line Items] | ' |
Principal payments, 2014 | $0 |
Principal payments, 2015 | 1,865,000 |
Principal payments, 2016 | 150,000 |
Principal payments, 2017 | 0 |
Principal payments, 2018 | 0 |
Interest payments, 2014 | 181,350 |
Interest payments, 2015 | 241,800 |
Interest payments, 2016 | 4,500 |
Interest payments, 2017 | 0 |
Interest payments, 2018 | 0 |
Amortization expense, 2014 | 61,069 |
Amortization expense, 2015 | 75,156 |
Amortization expense, 2016 | 1,550 |
Amortization expense, 2017 | 0 |
Amortization expense, 2018 | 0 |
Non-Affiliate Issued Convertible Note | ' |
Long Term Debt Maturities [Line Items] | ' |
Principal payments, 2014 | 35,000 |
Principal payments, 2015 | 60,000 |
Principal payments, 2016 | 60,000 |
Principal payments, 2017 | 145,000 |
Interest payments, 2014 | 23,803 |
Interest payments, 2015 | 28,496 |
Interest payments, 2016 | 21,360 |
Interest payments, 2017 | 4,103 |
Interest payments, 2018 | 0 |
Amortization expense, 2014 | 6,375 |
Amortization expense, 2015 | 8,500 |
Amortization expense, 2016 | 8,500 |
Amortization expense, 2017 | 2,125 |
Amortization expense, 2018 | $0 |
Convertible_Notes_Details_Narr
Convertible Notes (Details Narrative) (USD $) | 12 Months Ended | 3 Months Ended |
Dec. 31, 2013 | Mar. 31, 2014 | |
Convertible Notes - Series B | Individual - ConvertibleNote | |
Convertible Notes Series [Line Items] | ' | ' |
Convertible notes, sold | $150,000 | $300,000 |
Convertible notes, payment terms | 'Series B Notes pay interest at a rate of 12% per annum, payable to the holder at 1% per month. | 'The note pays interest at a rate of 12% per annum, payable to the holder at 1% per month. The Company will also be making monthly payments of $5,000 towards the principal balance beginning June 1, 2014 for 3 years until the note due date of February 27, 2017. |
Convertible notes, price per share for conversion of shares of common stock | $0.10 | $0.15 |
Note holder additions | ' | 'The non-affiliate will receive 300,000 shares as part of the note agreement. |
Additional paid in capital and discount | 244,275 | ' |
Private placement, 12% convertible notes (Series B Notes), principal amount | $1,865,000 | ' |
Private placement, maturity date | 31-Mar-16 | ' |
Common stock issued | 5,315,000 | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Jun. 30, 2010 | |
Related Party Transactions [Roll Forward] | ' | ' |
Shareholder note, beginning balance | $7,062 | ' |
Shareholder note, accrued interest | 0 | ' |
Shareholder note, foreign exchange loss | 0 | ' |
Shareholder note, payments | -7,062 | ' |
Shareholder note, ending balance | 0 | 42,944 |
Shareholder convertible note, beginning balance | 10,936 | ' |
Shareholder convertible note, accrued interest | 48 | ' |
Shareholder convertible note, foreign exchange gain | 693 | ' |
Shareholder convertible note, payments | -10,291 | ' |
Shareholder convertible note, ending balance | $0 | ' |
Related_Party_Transactions_Det1
Related Party Transactions (Details Narrative) (USD $) | Mar. 31, 2014 | Jun. 30, 2010 |
Related Party Transactions [Abstract] | ' | ' |
Related party loan | $0 | $42,944 |
Major_Customers_Details
Major Customers (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Major Customers [Line Items] | ' | ' |
Major customer percent of revenue | 40.00% | 70.00% |
Contract A | ' | ' |
Major Customers [Line Items] | ' | ' |
Major customer revenues | 260,873 | 281,675 |
Major customer percent of revenue | 22.00% | 22.00% |
Major customers accounts receivable closing balance | 18,914 | 17,876 |
Major customers accounts receivable percentage | 6.00% | 6.00% |
Contract E | ' | ' |
Major Customers [Line Items] | ' | ' |
Major customer revenues | 205,727 | 293,092 |
Major customer percent of revenue | 17.00% | 23.00% |
Major customers accounts receivable closing balance | 51,614 | 95,552 |
Major customers accounts receivable percentage | 17.00% | 34.00% |
Contract F | ' | ' |
Major Customers [Line Items] | ' | ' |
Major customer revenues | 132,972 | 138,625 |
Major customer percent of revenue | 11.00% | 11.00% |
Major customers accounts receivable closing balance | 44,176 | 46,796 |
Major customers accounts receivable percentage | 15.00% | 17.00% |
Contract G | ' | ' |
Major Customers [Line Items] | ' | ' |
Major customers accounts receivable closing balance | 13,034 | 12,382 |
Major customers accounts receivable percentage | 4.00% | 4.00% |
Contract H | ' | ' |
Major Customers [Line Items] | ' | ' |
Major customer revenues | 74,408 | 62,899 |
Major customer percent of revenue | 6.00% | 5.00% |
Major customers accounts receivable closing balance | 25,097 | 54,757 |
Major customers accounts receivable percentage | 8.00% | 19.00% |
Major_Vendors_Details_Narrativ
Major Vendors (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Major Vendors | ' | ' |
Expenses for system software and support | $13,455 | $15,165 |
Common_Stock_Transactions_Deta
Common Stock Transactions (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Equity [Abstract] | ' | ' | ' |
Shares issued, convertible notes, shares | 300,000 | 300,000 | 5,015,000 |
Shares issued, convertible notes, value | $25,500 | $18,600 | $225,675 |
Shares issued for services, shares | 5,000 | ' | ' |
Shares issued for services, value | $150 | ' | ' |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | Mar. 31, 2014 |
Going Concern | ' |
Working capital deficit | $289,774 |
Subsequent_Event_Details_Narra
Subsequent Event (Details Narrative) (Subsequent Event, Convertible Notes to Non-Affiliates, USD $) | Apr. 30, 2014 |
Subsequent Event | Convertible Notes to Non-Affiliates | ' |
Subsequent Events [Line Items] | ' |
Convertible notes issued, value | $75,000 |