Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 15, 2015 | Jun. 30, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | MEDICAL IMAGING CORP. | ||
Entity Central Index Key | 1370804 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
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 Public Float | $956,267 | ||
Entity Common Stock, Shares Outstanding | 24,166,481 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets | ||
Cash and Cash Equivalents | $188,206 | $77,300 |
Accounts Receivable, net | 851,884 | 295,614 |
Prepaid Expenses | 24,165 | 5,364 |
Total Current Assets | 1,064,255 | 378,278 |
Property and Equipment | ||
Equipment | 3,402,671 | 1,437,464 |
Less: Accumulated Depreciation | -463,977 | -237,763 |
Total Property and Equipment, net | 2,938,694 | 1,199,701 |
Intangibles | ||
Total Intangible Assets, net | 0 | 22,925 |
Goodwill | 1,977,670 | 1,422,670 |
Other Assets | ||
Deposits | 12,463 | 12,855 |
Loan Receivable | 1,497 | 2,046 |
Total Other Assets | 13,960 | 14,901 |
TOTAL ASSETS | 5,994,579 | 3,038,475 |
Current Liabilities | ||
Accounts Payable | 624,141 | 250,099 |
Accrued Taxes Payable | 311,547 | 358,052 |
Obligations Under Capital Lease, short term portion | 189,923 | 102,210 |
Acquisition Liability | 0 | 200,000 |
Promissory Notes, short term portion | 134,999 | 27,543 |
Royalty Financing, short term portion | 102,219 | 0 |
Convertible Notes, net short term portion | 54,263 | 0 |
Total Current Liabilities | 1,417,092 | 937,904 |
Long Term Liabilities | ||
Obligations Under Capital Lease, long term portion | 459,853 | 228,495 |
Promissory Notes, long-term portion | 0 | 17,472 |
Royalty Financing, long term portion | 1,902,698 | 0 |
Convertible Notes, net, long term portion | 2,332,708 | 1,856,869 |
Total Long Term Liabilities | 4,695,259 | 2,102,836 |
Total Liabilities | 6,112,351 | 3,040,740 |
Stockholders' Deficit | ||
Preferred Stock | 0 | 0 |
Common Stock | 23,947 | 23,422 |
Additional Paid-In Capital | 1,876,484 | 1,837,079 |
Accumulated Other Comprehensive Gain | 21,393 | 6,708 |
Accumulated Deficit | -2,039,596 | -1,869,474 |
Total Stockholders' Deficit | -117,772 | -2,265 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $5,994,579 | $3,038,475 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 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 | 23,946,481 | 23,421,481 |
Common stock, shares outstanding | 23,946,481 | 23,421,481 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue: | ||
Sales | $5,445,206 | $5,077,342 |
Less: Cost of Sales | 2,920,363 | 3,175,054 |
Gross Margin | 2,524,843 | 1,902,288 |
Operating Expenses: | ||
Advertising | 58,727 | 46,103 |
Amortization | 22,924 | 137,547 |
Depreciation | 231,955 | 158,607 |
Bad Debt Expense (Recapture) | 47,555 | -92,085 |
General and Administrative | 335,474 | 236,569 |
Insurance | 49,469 | 47,403 |
Labor | 958,393 | 711,455 |
Legal and Professional | 248,350 | 166,914 |
Management Fees | 25,966 | 15,167 |
Rent Office Space and Servers | 228,895 | 132,891 |
Travel | 42,378 | 38,032 |
Total Operating Expenses | 2,250,086 | 1,598,603 |
Income from Operations | 274,757 | 303,685 |
Other Income and (Expenses): | ||
Other Income | 1,710 | 2,459 |
Debt Settlement Loss | 3,745 | 3,893 |
Foreign Currency Gains (Losses) | 880 | 4,665 |
Amortization of Debt Discount | -116,904 | -79,875 |
Interest Expense | -339,695 | -300,873 |
Total Other Income (Expenses) | -450,264 | -369,731 |
Income (Loss) Before Provision for Income Taxes | -175,507 | -66,046 |
Provision for Income (Taxes) Credit | 5,385 | 0 |
Net Income (Loss) | -170,122 | -66,046 |
Comprehensive Income (Loss) | 14,685 | 3,775 |
Total Comprehensive Income (Loss) | ($155,437) | ($62,271) |
Basic and Diluted Income (Loss) per Share | ($0.01) | ($0.00) |
Weighted Average Shares Outstanding - Basic and Diluted | 23,749,180 | 23,350,793 |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes Stockholders' Equity (USD $) | Common Stock | Additional Paid-In Capital | Other Comprehensive Loss | Accumulated Deficit | Total |
Beginning Balance at Dec. 31, 2012 | $23,122 | $1,818,779 | $2,933 | ($1,803,428) | $41,406 |
Beginning Balance - shares at Dec. 31, 2012 | 23,121,481 | ||||
Shares Issued for Convertible Notes | 300 | 18,300 | 18,600 | ||
Shares Issued for Convertible Notes - shares | 300,000 | ||||
Comprehensive income (Loss) | 3,775 | 3,775 | |||
Net Loss | -66,046 | -66,046 | |||
Ending Balance at Dec. 31, 2013 | 23,422 | 1,837,079 | 6,708 | -1,869,474 | -2,265 |
Ending Balance - shares at Dec. 31, 2013 | 23,421,481 | ||||
Shares issued for Services | 5 | 145 | 150 | ||
Shares issued for Services - shares | 5,000 | ||||
Shares Issued for Convertible Notes | 520 | 39,260 | 39,780 | ||
Shares Issued for Convertible Notes - shares | 520,000 | ||||
Comprehensive income (Loss) | 14,685 | 14,685 | |||
Net Loss | -170,122 | -170,122 | |||
Ending Balance at Dec. 31, 2014 | $23,947 | $1,876,484 | $21,393 | ($2,039,596) | ($117,772) |
Ending Balance - shares at Dec. 31, 2014 | 23,946,481 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income (Loss) | ($170,122) | ($66,046) |
Adjustments to Reconcile Net Loss to Net Cash provided by Operating Activities: | ||
Depreciation | 231,955 | 158,607 |
Accrued interest converted to Note | 0 | 244,363 |
Asset Write Off | 928 | 0 |
Amortization of Debt Discount | 89,881 | 79,875 |
Shares issued for services | 150 | |
Amortization of Intangible Assets | 22,924 | 137,547 |
Foreign currency transaction Gain/ Loss | 783 | -4,147 |
Changes in operating assets and liabilities: | ||
Accounts Receivable | -556,270 | -35,312 |
Deposits and prepaid expenses | -18,801 | -65 |
Accounts Payable and accrued liabilities | 327,537 | -57,634 |
Loans Receivable | 549 | 1,078 |
NET CASH AND CASH EQUIVALENTS PROVIDED BY OPERATING ACTIVITIES | -70,486 | 458,266 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Payments on acquisition liability | -110,063 | 0 |
Investments in PIV | -959,286 | 0 |
Investments in PIN | -533,571 | 0 |
Investments in PIC | -307,143 | 0 |
Equipment Purchase | -294,469 | -22,291 |
NET CASH USED IN INVESTING ACTIVITIES | -2,204,532 | -22,291 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from Royalty Financing | 2,000,000 | 0 |
Proceeds from debt issuance | 545,000 | 156,000 |
Principal payments on Related Party debt | 0 | -10,291 |
Principal payments on debt | -60,034 | -391,565 |
Principal Payments on Capital Lease Obligations | -113,727 | -224,295 |
NET CASH AND CASH EQUIVALENTS USED IN FINANCING ACTIVITIES | 2,371,239 | -470,151 |
Gain (Loss) due to foreign currency translation | 14,685 | 3,775 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 110,906 | -30,401 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 77,300 | 107,701 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 188,206 | 77,300 |
Cash paid during the year for: | ||
Interest | 339,695 | 56,510 |
Income Taxes | 71,460 | 57,734 |
Non-cash financing and investing activities: | ||
Shares Issued for Convertible Note | 39,780 | 18,600 |
Acquisition Liability Assigned to Loan Payable | 64,937 | 0 |
Acquisition Liability Assigned to Promissory Note | 25,000 | 0 |
Equipment purchase under capital lease | 354,548 | 0 |
Accrued Interest converted to Note | $286,719 | $0 |
Organization_and_Summary_of_Si
Organization and Summary of Significant Accounting Policies | 12 Months Ended | |||||
Dec. 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 | ||||||
Medical Imaging Corp., (“MIC” or the “Company”), formerly: Diagnostic Imaging International Corp. (“DIIC”) 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 Canadian Teleradiology Services Inc., which operates as: Custom Teleradiology Services (“CTS”), CTS provides remote reading of medical 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 Open MRI Inc., which operates as: Schuylkill Medical Imaging (“SMI”) an independent diagnostic imaging facility located in Pottsville, Pennsylvania. In 2014, the company purchased Partners Imaging Center of Venice, LLC (“PIV”) located in Venice, Florida; Partners Imaging Center of Naples, LLC (“PIN”) located in Naples, Florida; and Partners Imaging Center of Charlotte, LLC (“PIC”) located in Port Charlotte, Florida. | ||||||
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 Medical Imaging, Corp., and our wholly-owned subsidiaries, CTS, SMI, PIV, PIN, and PIC Intercompany accounts and transactions have been eliminated in the consolidated financial statements. CTS’, SMI’s, PIV’s, PIN’s, and PIC’s accumulated earnings prior to their acquisitions (March 2, 2009, December 10, 2012, and November 1, 2014, respectively) are not included in the consolidated balance sheet. | ||||||
Reclassification of Accounts | ||||||
Certain prior period amounts have been reclassified to conform to December 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 December 31, 2014, and 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 December 31, 2014 and 2013, the allowance for bad debts was $64,673 and $17,294, respectively. | ||||||
Bad debt recapture for the year ended December 31, 2014 was $47,555 and Bad Debt recapture for the year ended December 31, 2013 was $92,085. | ||||||
As of December 31, 2014 three customers of CTS totalled approximately 16% of the total accounts receivable. As of December 31, 2013, three customers totalled approximately 83% 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 acquisitions 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 December 31, 2014, the Company has goodwill of $1,422,670 as result of the acquisition of SMI on December 10, 2012. $132,143, $158,571 and $264,286 as a result of the acquisitions of PIC, PIN, PIV, respectively, that occurred on October 31, 2014. 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 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 December 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 intangible assets have been fully amortized as of December 31, 2014. | ||||||
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, 2014, CTS held seven contracts; one contract that is renewable on a year-to-year basis, three contracts that are renewable in 2014 ,2015, and 2016, and its largest contract, 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, PIV, PIN, and PIC revenue is recorded at the time of service. | ||||||
Cost of Sales | ||||||
Cost of sales includes fees paid to radiologists for reading 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 year Referring physician base | ||||||
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 years ended December 31, 2014 and 2013. | ||||||
The Company recognized stock-based compensation expenses of $150, and $0 from stock granted to employees for the years ended December 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, prepaid expenses, accounts payable, accrued liabilities and notes and loans 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. | ||||||
Foreign Currency Translation | ||||||
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 $880 and $4,665 for the years ended December 31, 2014 and 2013, respectively. | ||||||
The Company recognized other comprehensive gain of $14,685 and $3,775 for the years ended December 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 December 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: | ||||||
Years Ended | ||||||
December 31, | December 31, | |||||
2014 | 2013 | |||||
Numerator: | ||||||
Continuing operations: | ||||||
Total Comprehensive Income (Loss) | $ | -155,437 | $ | -62,271 | ||
Total | $ | -155,437 | $ | -62,271 | ||
Total Comprehensive Income (Loss) | $ | -155,437 | $ | -62,271 | ||
Denominator: | ||||||
Weighted average number of shares outstanding – basic and diluted | 23,749,180 | 23,350,793 | ||||
EPS: | ||||||
Basic: | ||||||
Total Comprehensive Income (Loss) | $ | -0.007 | $ | -0.003 | ||
Net Income (Loss) | $ | -0.007 | $ | -0.003 | ||
Diluted | ||||||
Total Comprehensive Income (Loss) | $ | -0.007 | $ | -0.003 | ||
Total Comprehensive Income (Loss) | $ | -0.007 | $ | -0.003 | ||
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. | ||||||
Updates issued but not yet adopted | ||||||
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. | ||||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property and Equipment | Note 2. Property and Equipment | |||||||
For the year ended December 31, 2014, the Company has completed the purchase of a CT and an X-ray machine for its SMI location. SMI has purchased a 16 Slice Toshiba Aquillion CT for $198,000 and a Viztek Digital Direct Radiography Straight Arm x-ray System for $78,250. In addition SMI has completed building CT and x-ray rooms to house the additional machines; the additions in leasehold improvements were for a total of $96,470. SMI has acquired a new PACS/RIS system for $162,333. | ||||||||
As part of the November 1, 2014 acquisitions of PIV, PIN, and PIC clinics the company has acquired Medical equipment of $1,245,000. | ||||||||
For the year ended December 31, 2014 the company has acquired additional computer equipment of $25,108 for its PIV, PIN, PIN location, as well as a new PACS/RIS system for $167,107. | ||||||||
Property and equipment are stated at cost. Depreciation is calculated using the straight - line method over the estimated useful life of the assets. At December 31, 2014 and December 31, 2013, the major class of property and equipment were as follows: | ||||||||
December 31, | December 31, | Estimated useful lives | ||||||
2014 | 2013 | |||||||
Computer/Office Equipment | $ | 435,867 | $ | 88,378 | 3-7 years | |||
Medical Equipment | 2,123,023 | 601,774 | 3-7 years | |||||
Leasehold Improvements | 843,781 | 747,312 | 39 years | |||||
Less: Accumulated Depreciation | -463,977 | -237,763 | ||||||
Net Book Value | $ | 2,938,694 | $ | 1,199,701 | ||||
Depreciation expense was $231,955 and $158,607 for the year ended December 31, 2014 and December 31, 2013, respectively. |
Business_Combination
Business Combination | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Business Combinations [Abstract] | |||||||||
Business Combination | Note 3. Business Combination | ||||||||
On October 31, 2014, the Company acquired 100% of the shares of three separate entities, Partners Imaging Center of Venice, LLC, Partners Imaging Center of Naples, LLC, and Partners Imaging Center of Charlotte, LLC. for an aggregate cash consideration described in detail below. Each company was purchased for its medical equipment, general office fixtures, Medicare number and facility lease. There were no prior earnings, accounts receivable, accounts payable, or other assets or liabilities acquired in any of the acquisitions. Medical imaging services began to be offered on November 1, 2014 by PIV, PIN, and PIC. | |||||||||
The Company paid an aggregate purchase price of $1,800,000 as follows (at fair value): | |||||||||
Total | PIV | PIN | PIC | ||||||
Cash | $ | 1,800,000 | 959,286 | 533,571 | 307,143 | ||||
Total consideration paid | $ | 1,800,000 | 959,286 | 533,571 | 307,143 | ||||
The following assets and liabilities were recognized (at fair value): | |||||||||
Total | PIV | PIN | PIC | ||||||
Fixed Assets | $ | 1,245,000 | 695,000 | 375,000 | 175,000 | ||||
Goodwill | 555,000 | 264,286 | 158,571 | 132,143 | |||||
Net assets purchased | $ | 1,800,000 | 959,286 | 533,571 | 307,143 | ||||
The Company has evaluated the transactions and believes that the historical cost of the tangible and intangible assets acquired approximated the fair market value given the current nature of the assets acquired. As part of the acquisitions the company has acquired aggregate Goodwill of $555,000. The company expects to amortize the full amounts of goodwill for tax purposes. The company will perform annual testing of goodwill for impairment. | |||||||||
The amounts of revenue and gross earnings included in the consolidated income statement for the years ended December 31, 2014 and 2013 are as follow: | |||||||||
Year Ended December 31, 2014* | Total | PIV | PIN | PIC | |||||
Revenue | $ | 518,449 | 239,037 | 128,015 | 151,397 | ||||
Gross Earnings | $ | 387,064 | 174,311 | 96,679 | 116,074 | ||||
Year Ended December 31, 2013 | Total | PIV | PIN | PIC | |||||
Revenue | $ | - | - | - | - | ||||
Gross Earnings | $ | - | - | - | - | ||||
*For the year ended December 31, 2014, amounts included for PIV, PIN, and PIC's revenue and gross earnings, represent two months of operations post October 31, 2014 acquisition date. | |||||||||
Due to lack of sufficient data from the sellers in the transactions discussed above because they operated the facilities acquired on an integrated basis with the rest of their businesses, we are not providing GAAP pro forma financial disclosure for the above transactions. | |||||||||
Costs related to the acquisitions, which include legal fees, in the aggregate amount of about $29,500 have been charged directly to operations and are included in legal and professional expenses in the 2014 consolidated income statement. |
Goodwill
Goodwill | 12 Months Ended | ||
Dec. 31, 2014 | |||
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | Note 4. Goodwill | ||
The change in the carrying amount of goodwill for the two years ended December 31, 2014 was: | |||
Balance as of January 1, 2013 | $ | 1,422,670 | |
Changes in goodwill during the year | - | ||
Balance as of December 31, 2013 | 1,422,670 | ||
Acquisition of goodwill during the year | 555,000 | ||
Balance as of December 31, 2014 | $ | 1,977,670 | |
Lease_Commitments
Lease Commitments | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Leases, Operating [Abstract] | ||||||||||
Lease Commitments | Note 5. Lease Commitments | |||||||||
CTS has a lease commitment for its office space of approximately $2,450 minimum rental, and approximately $3,550 in utilities, realty taxes, and operating costs, for a total of approximately $6,000 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. | ||||||||||
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, 2015. | ||||||||||
PIV has a lease for office space in Venice, Florida. The lease will expire October 1, 2016. Monthly rental amounts charged in 2014 were $14,990 per month. | ||||||||||
PIN has a lease for office space in Naples, Florida. The lease will expire January 1, 2020. Monthly rental amounts charged in 2014 were $15,793 per month. The lease was amended in January 2015 and the rental amount was reduced to $9,543 per month. | ||||||||||
PIC has a lease for office space in Port Charlotte, Florida. The lease will expire June 20, 2016. Monthly rental amounts charged in 2014 were $5,512 per month. | ||||||||||
Expected Lease commitments for the next three years: | ||||||||||
Year | Office Space | Servers | Total | |||||||
2015 | $ | 529,872 | $ | 31,104 | $ | 560,976 | ||||
2016 | 412,154 | 31,104 | 443,258 | |||||||
2017 | 186,516 | 19,104 | 205,620 | |||||||
$ | 1,128,542 | $ | 81,312 | $ | 1,209,854 | |||||
Accounts_Payable_and_Accrued_L
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2014 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | Note 6. Accounts Payable and Accrued Liabilities |
As of December 31, 2014 and 2013, the trade payables and accrued liabilities of the Company were $935,688 and $608,151, respectively. | |
Of the total amount as of December 31, 2014, $624,141 was related to ongoing operations representing a balance owing to trade payables. $73,461 was related to accrued payroll and withholdings liabilities, and $238,086 was related to Federal and State income tax owing. | |
Of the total amount as of December 31, 2013, $250,100 was related to ongoing operations representing a balance owing to trade payables. $38,243 was related to accrued payroll and withholdings liabilities, and $275,584 was related to Federal and State income tax owing. |
Obligations_Under_Capital_Leas
Obligations Under Capital Lease | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Leases, Capital [Abstract] | ||||||||||||||
Obligations Under Capital Lease | Note 7. Obligations Under Capital Lease | |||||||||||||
SMI MRI Machines 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. | ||||||||||||||
The gross amount of the equipment held under capital leases totals $555,000 ($323,833 net book value after accumulated amortization of $231,167) at December 31, 2014. | ||||||||||||||
Amortization of the capital lease assets is included in the depreciation expense of $111,000, and $111,000 for the years ended December 31, 2014, and 2013, respectively. | ||||||||||||||
SMI X-ray Machine Capital Lease: | ||||||||||||||
On July 03, 2014 Company has entered into a capital lease agreement to lease the x-ray machine that was delivered and installed in July 2014. Under the terms of the lease, the Company’s subsidiary, SMI, is to make monthly payments of $1,495, plus applicable sales tax, over a period of 60 months. 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 $78,250. | ||||||||||||||
The gross amount of the x-ray machine held under the capital lease is $78,250 ($70,425 net book value after accumulated amortization of $7,825) at December 31, 2014. | ||||||||||||||
Amortization of the capital lease assets is included in the depreciation expense of $7,825, and $0 for the years ended December 31, 2014, and 2013, respectively. | ||||||||||||||
SMI PACS/RIS System Capital Lease: | ||||||||||||||
On August 19, 2014 Company has entered into a capital lease agreement to lease PACS/RIS system that was delivered and installed in December 2014. Under the terms of the lease, the Company’s subsidiary, SMI, is to make monthly payments of $3,115, plus applicable sales tax, over a period of 60 months. At the end of the lease, SMI will have the option to purchase the system for a total purchase price of $1.00. The lease was accounted for as a capital lease for a total value of $162,333. | ||||||||||||||
The gross amount of the PACS/RIS system held under the capital lease is $162,333 ($156,922 net book value after accumulated amortization of $5,411) at December 31, 2014. | ||||||||||||||
Amortization of the capital lease assets is included in the depreciation expense of $5,411, and $0 for the years ended December 31, 2014, and 2013, respectively. | ||||||||||||||
PV, PN, PC PACS/RIS Capital Lease: | ||||||||||||||
On November 26, 2014 Company has entered into a capital lease agreement to lease PACS/RIS system that was delivered and installed in December 2014. Under the terms of the lease, the Company’s subsidiary, PIV, is to make monthly payments of $3,094, plus applicable sales tax, over a period of 60 months. At the end of the lease, PIV will have the option to purchase the system for a total purchase price of $1.00. The lease was accounted for as a capital lease for a total value of $167,107. | ||||||||||||||
The gross amount of the PACS/RIS system held under the capital lease is $167,107 ($165,714 net book value after accumulated amortization of $1,393) at December 31, 2014. | ||||||||||||||
Amortization of the capital lease assets is included in the depreciation expense of $1,393, and $0 for the years ended December 31, 2014, and 2013, respectively. | ||||||||||||||
PV, PN, PC Computers Capital Lease: | ||||||||||||||
On December 10, 2014 Company has entered into a capital lease agreement to lease computers that were delivered and installed in December 2014. Under the terms of the lease, the Company is to make monthly payments of $813.16, plus applicable sales tax, over a period of 36 months. At the end of the lease, the company will have the option to purchase the computers for a total purchase price of $1.00. The lease was accounted for as a capital lease for a total value of $25,108. | ||||||||||||||
The gross amount of the computers held under the capital lease is $25,108 ($24,759 net book value after accumulated amortization of $349) at December 31, 2014. | ||||||||||||||
Amortization of the capital lease assets is included in the depreciation expense of $349, and $0 for the years ended December 31, 2014, and 2013, respectively. | ||||||||||||||
Minimum future lease payments under the capital leases as of December 31, 2014 are as follow: | ||||||||||||||
Minimum Lease Payments | Total | SMI | SMI | SMI | PV,PN, PC | PV,PN,PC | ||||||||
MRI | PACS/RIS | Xray | PACS/RIS | Computers | ||||||||||
Lease | Lease | Lease | Lease | |||||||||||
2015 | $ | 219,443 | 121,140 | 37,380 | 17,944 | 34,034 | 8,945 | |||||||
2016 | 234,362 | 132,152 | 37,380 | 17,944 | 37,128 | 9,758 | ||||||||
2017 | 101,397 | - | 37,380 | 17,944 | 37,128 | 8,945 | ||||||||
2018 | 92,452 | - | 37,380 | 17,944 | 37,128 | - | ||||||||
2019 | 83,356 | - | 34,265 | 11,963 | 37,128 | - | ||||||||
2020 | 3,094 | - | - | - | 3,094 | - | ||||||||
Total minimum lease payments | 734,104 | 253,292 | 183,785 | 83,740 | 185,640 | 27,647 | ||||||||
Less amount representing interest | 84,327 | 26,876 | 23,798 | 11,384 | 18,533 | 3,737 | ||||||||
Present value of minimum lease payments | 649,777 | 226,416 | 159,987 | 72,356 | 167,107 | 23,911 | ||||||||
Less current portion of minimum lease payments | 189,923 | 111,410 | 29,026 | 13,765 | 28,062 | 7,660 | ||||||||
Long-term capital lease obligations | $ | 459,854 | 115,005 | 130,962 | 58,591 | 139,045 | 16,251 | |||||||
Promissory_Notes
Promissory Notes | 12 Months Ended | ||
Dec. 31, 2014 | |||
Other Liabilities Disclosure [Abstract] | |||
Promissory Notes | Note 8. 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 SMI 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 SMI acquisition represented by a promissory note accruing interest at an annual rate of 6% and paid out monthly. | |||
In June 2014 $64,937 of the SMI acquisition liability that was due as part of SMI acquisition (see Note 4) was assigned to a promissory note accruing interest at an annual rate of 12%, and due on February 1, 2015. Interest accrued is to be paid out monthly with the principal amount due on maturity. The note has been fully paid in February 2015. | |||
In December 2014, the company issued a short term loan payable to a non related party for $50,000 in proceeds. The note is due on demand and does not accrue interest. | |||
During the year ended December 31, 2014, $6,069 in accrued interest was recorded on the notes, and $31,024 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: Note assigned through December 31, 2014 | 64,937 | ||
Added: Accrued Interest through December 31, 2014 | 6,069 | ||
Added: Proceeds through December 31, 2014 | 50,000 | ||
Less: Payments through December 31, 2014 | -31,022 | ||
Promissory notes at December 31, 2014 | $ | 134,999 | |
Less: Short term portion | 134,999 | ||
Long term portion December 31, 2014 | $ | - |
Convertible_Notes
Convertible Notes | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||||||
Convertible Notes | Note 9. 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, 2015; and $150,000 of Series B Notes issued March 27, 2013 mature on March 31, 2016. | ||||||||||||||||||||||||
For the year ended December 31, 2014, $241,800 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 year ended December 31, 2014 was $81,425. | ||||||||||||||||||||||||
The Details of Series B Notes are as follows: | ||||||||||||||||||||||||
Issuance | December 31, | December 31, | Year | Year | Year | December 31, | Maturity | |||||||||||||||||
Date | 2013 | 2013 | Ended | Ended | Ended | 2014 | Date | |||||||||||||||||
Balance | Unamortized | December 31, | December 31, | December 31, | Balance, net | |||||||||||||||||||
Discount | 2014 | 2014 | 2014 | |||||||||||||||||||||
Beginning | Accrued | (Payments) | Amortization | |||||||||||||||||||||
Balance | Interest | of Debt | ||||||||||||||||||||||
Discount | ||||||||||||||||||||||||
3-Dec-12 | $ | 25,000 | $ | -719 | $ | 3,000 | $ | -3,000 | $ | 375 | $ | 24,656 | 31-Dec-15 | |||||||||||
3-Dec-12 | 125,000 | -10,569 | 15,000 | -15,000 | 4,975 | 119,406 | 31-Dec-15 | |||||||||||||||||
3-Dec-12 | 50,000 | -2,156 | 6,000 | -6,000 | 1,125 | 48,969 | 31-Dec-15 | |||||||||||||||||
3-Dec-12 | 25,000 | -719 | 3,000 | -3,000 | 375 | 24,656 | 31-Dec-15 | |||||||||||||||||
3-Dec-12 | 25,000 | -719 | 3,000 | -3,000 | 375 | 24,656 | 31-Dec-15 | |||||||||||||||||
3-Dec-12 | 25,000 | -719 | 3,000 | -3,000 | 375 | 24,656 | 31-Dec-15 | |||||||||||||||||
3-Dec-12 | 1,500,000 | -129,375 | 180,000 | -180,000 | 67,500 | 1,438,125 | 31-Dec-15 | |||||||||||||||||
3-Dec-12 | 50,000 | -2,156 | 6,000 | -6,000 | 1,125 | 48,969 | 31-Dec-15 | |||||||||||||||||
3-Dec-12 | 15,000 | -431 | 1,800 | -1,800 | 225 | 14,794 | 31-Dec-15 | |||||||||||||||||
3-Dec-12 | 100,000 | -7,081 | 12,000 | -12,000 | 3,425 | 96,344 | 31-Dec-15 | |||||||||||||||||
27-Mar-13 | 25,000 | -1,162 | 3,000 | -3,000 | 517 | 24,355 | 31-Mar-16 | |||||||||||||||||
27-Mar-13 | 25,000 | -1,162 | 3,000 | -3,000 | 517 | 24,355 | 31-Mar-16 | |||||||||||||||||
27-Mar-13 | 25,000 | -1,162 | 3,000 | -3,000 | 517 | 24,355 | 31-Mar-16 | |||||||||||||||||
Total | $ | 2,015,000 | $ | -158,130 | $ | 241,800 | $ | -241,800 | $ | 81,426 | $ | 1,938,296 | ||||||||||||
Summary of Series B Notes is as follows: | ||||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Convertible notes Beginning Balance | $ | 2,015,000 | $ | 2,015,000 | ||||||||||||||||||||
Less: unamortized debt discount | -76,706 | -158,131 | ||||||||||||||||||||||
Convertible notes principal, net | 1,938,294 | 1,856,869 | ||||||||||||||||||||||
Less: Payments in Period | -241,800 | -235,300 | ||||||||||||||||||||||
Added: Accrued interest | 241,800 | 235,300 | ||||||||||||||||||||||
Total Convertible notes, net | $ | 1,938,294 | $ | 1,856,869 | ||||||||||||||||||||
Less: Short term portion, net | - | - | ||||||||||||||||||||||
Long term portion, net | $ | 1,938,294 | $ | 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 | ||||||||||||||||||||||
2015 | $ | 1,865,000 | $ | 241,800 | $ | 75,155 | ||||||||||||||||||
2016 | 150,000 | 4,500 | 1,550 | |||||||||||||||||||||
2017 | - | - | - | |||||||||||||||||||||
2018 | - | - | - | |||||||||||||||||||||
2019 | - | - | - | |||||||||||||||||||||
Total | $ | 2,015,000 | $ | 246,300 | $ | 76,705 | ||||||||||||||||||
Series C: | ||||||||||||||||||||||||
On May 22, 2014 the Company sold, through private placement to accredited investors, three year 12% convertible notes (“Series C Notes”) in the aggregate principal amount of $95,000. | ||||||||||||||||||||||||
The Notes bear interest at a rate of 12% per annum, payable to the holder at1% per month, with the principal amount due on May 31, 2017. The Notes are convertible into shares of the Company’s common stock at an initial conversion rate of $0.15 per share. In addition, each holder of Series C Notes received shares dependent on the dollar amount of Notes purchased. On August 25, 2014 the company sold an additional $75,000 of “series C notes”. The total number of shares issued was 170,000 shares of common stock of the Company. | ||||||||||||||||||||||||
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 $11,655. Amortization of the discount for the year ended December 3, 2014, was $2,081. | ||||||||||||||||||||||||
For the year ended December 31, 2014, $12,168 in accrued interest was recorded on the notes and paid. | ||||||||||||||||||||||||
Issuance | December 31, | Year | December 31, | Year | Year | Year | December 31, | Maturity | ||||||||||||||||
Date | 2013 | Ended | 2014 | Ended | Ended | Ended | 2014 | Date | ||||||||||||||||
Balance | December 31, | Unamortized | December 31, | December 31, | December 31, | Balance, net | ||||||||||||||||||
2014 | Discount | 2014 | 2014 | 2014 | ||||||||||||||||||||
Proceeds | Beginning | Accrued | (Payments) | Amortization | ||||||||||||||||||||
Balance | Interest | of Debt | ||||||||||||||||||||||
Discount | ||||||||||||||||||||||||
22-May-14 | $ | - | $ | 50,000 | $ | -3,000 | $ | 3,641 | $ | -3,641 | $ | 583 | $ | 47,583 | 31-May-17 | |||||||||
22-May-14 | - | 22,500 | -1,350 | 1,638 | -1,638 | 263 | 21,413 | 31-May-17 | ||||||||||||||||
22-May-14 | - | 22,500 | -1,350 | 1,638 | -1,638 | 263 | 21,413 | 31-May-17 | ||||||||||||||||
25-Aug-14 | - | 50,000 | -3,970 | 2,500 | -2,500 | 551 | 46,581 | 31-Oct-17 | ||||||||||||||||
25-Aug-14 | - | 25,000 | -1,985 | 1,250 | -1,250 | 276 | 23,291 | 31-Oct-17 | ||||||||||||||||
31-Oct-14 | 50,000 | -2,625 | 1,500 | -1,500 | 146 | 47,521 | 31-Oct-17 | |||||||||||||||||
Total | $ | - | $ | 220,000 | $ | -14,280 | $ | 12,167 | $ | -12,167 | $ | 2,082 | $ | 207,802 | ||||||||||
Summary of Series C Notes is as follows: | ||||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Convertible notes Beginning Balance | $ | 220,000 | $ | - | ||||||||||||||||||||
Less: unamortized debt discount | -12,198 | - | ||||||||||||||||||||||
Convertible notes principal, net | 207,802 | - | ||||||||||||||||||||||
Less: Payments in Period | -12,167 | - | ||||||||||||||||||||||
Added: Accrued interest | 12,167 | - | ||||||||||||||||||||||
Total Convertible notes, net | $ | 207,802 | $ | - | ||||||||||||||||||||
Less: Short term portion, net | - | - | ||||||||||||||||||||||
Long term portion, net | $ | 207,802 | $ | - | ||||||||||||||||||||
Following are maturities of the long –term debt in Series C Notes for each of the next 5 years: | ||||||||||||||||||||||||
Principal | Interest | Amortization | ||||||||||||||||||||||
Payments | Payments | of Discount | ||||||||||||||||||||||
2015 | $ | - | $ | 22,000 | $ | 4,760 | ||||||||||||||||||
2016 | - | 22,000 | 4,760 | |||||||||||||||||||||
2017 | 220,000 | 10,250 | 2,678 | |||||||||||||||||||||
2018 | - | - | - | |||||||||||||||||||||
2019 | - | - | - | |||||||||||||||||||||
Total | $ | 220,000 | $ | 54,250 | $ | 12,198 | ||||||||||||||||||
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 year ended December 31, 2014, $26,504 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 $25,500. Amortization of the discount for the year ended December 31, 2014 was $6,375. | ||||||||||||||||||||||||
Summary of the note is as follows: | ||||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Convertible note Beginning Balance | $ | 300,000 | $ | - | ||||||||||||||||||||
Less: unamortized debt discount | -19,125 | - | ||||||||||||||||||||||
Convertible notes principal, net | 280,875 | - | ||||||||||||||||||||||
Less: Payments in Period | -66,504 | - | ||||||||||||||||||||||
Added: Accrued interest | 26,504 | - | ||||||||||||||||||||||
Total Convertible note, net | $ | 240,875 | $ | - | ||||||||||||||||||||
Less: short term portion, net | 54,263 | - | ||||||||||||||||||||||
Long term portion, net | $ | 186,612 | $ | - | ||||||||||||||||||||
Following are maturity of the individually issued convertible note for each of the next 5 years: | ||||||||||||||||||||||||
Principal | Interest | Amortization | ||||||||||||||||||||||
Payments | Payments | of Discount | ||||||||||||||||||||||
2015 | $ | 60,000 | $ | 27,884 | $ | 8,500 | ||||||||||||||||||
2016 | 60,000 | 20,748 | 8,500 | |||||||||||||||||||||
2017 | 140,000 | 2,625 | 2,125 | |||||||||||||||||||||
2018 | - | - | - | |||||||||||||||||||||
2019 | - | - | - | |||||||||||||||||||||
Total | $ | 260,000 | $ | 51,257 | $ | 19,125 | ||||||||||||||||||
Royalty_Financing
Royalty Financing | 12 Months Ended |
Dec. 31, 2014 | |
Royalty Financing | |
Royalty Financing | Note 10. Royalty Financing |
On October 31, 2014 the company entered into a royalty purchase agreement with Grenville Strategic Royalty Corp. for the amount of $2,000,000. The agreement calls for a monthly payment to the seller based on a percentage of the total of revenue items, and subject to a minimum payment amount. For the year ended December 31, 2014 the company paid a total of $104,819 in royalty payments, and has accrued a total of $58,374 in interest expense. The amount financed is recorded net of discount to be amortized of the term. As of December 31, 2014 the company has recorded discount amortization expense of $78,614. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Income Tax Disclosure [Abstract] | ||||||
Income Taxes | Note 11. Income Taxes | |||||
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. | ||||||
For the year ended December 31, 2013, the Company had a cumulative net operating loss carryover of approximately $1,689,603 available for U.S federal income tax, which expire beginning in 2017. The net operating loss carryovers may be subject to limitations under Internal Revenue Code due to significant changes in the Company’s ownership. The Company has provided a full valuation allowance against the full amount of the net operating loss benefit, since, in the opinion of management, based upon the earnings history of the Company, it is more likely than not that the benefits will not be realized. | ||||||
Deferred net tax asset (34%) consists of the following at December 31, 2014: | ||||||
2014 | 2013 | |||||
Deferred tax asset | $ | 563,981 | $ | 513,841 | ||
Less valuation allowance | -563,981 | -513,841 | ||||
Net deferred tax asset | $ | - | $ | - | ||
A reconciliation between income taxes at statutory tax rates (34%) and the actual income tax provision for continuing operations as of December 31, 2014 follows: | ||||||
2014 | 2013 | |||||
Expected Provision (based on statutory rate) | $ | -52,849 | $ | -21,172 | ||
Increase to deferred tax valuation allowance for net operating loss carry forward | 52,849 | 21,172 | ||||
Net provision | $ | - | $ | - | ||
The Company has filed its tax returns through December 31, 2013, and filed for a six months extension on its December 31, 2014 tax return filing. | ||||||
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. | ||||||
All past six tax years for the Company remain subject to future examinations by the applicable taxing authorities. | ||||||
As of December 31, 2014 CTS has incurred $109,004 in federal and provincial income taxes payable to Canada Revenue Agency, and recorded provision for income taxes, accordingly. The company has carried back loss incurred in 2013 and has received a credit of $5,385 in 2014. The company has been making progress payments towards the balance owing. As of December 31, 2014 total payments made were $34,480. | ||||||
Major_Customers
Major Customers | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Major Customers | |||||||||||
Major Customers | Note 12. Major Customers | ||||||||||
In 2014 and 2013, revenue was derived primarily from medical imaging and radiology services. | |||||||||||
Major customers representing more than 10% of total revenue for the years ended December 31, 2014 and 2013 are as follows: | |||||||||||
Year Ended | Year Ended | ||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||
Customers | Revenue | Revenue | Revenue | Revenue | |||||||
amount | percentage | amount | percentage | ||||||||
Contract A | $ | 640,877 | 12% | $ | 1,129,902 | 35% | |||||
Contract E | 933,929 | 17% | 1,035,393 | 32% | |||||||
Contract F | $ | 575,642 | 11% | $ | 575,400 | 18% | |||||
Closing balances of accounts receivable for our major customers were as follows: | |||||||||||
Balance at | Balance at | ||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||
Accounts Receivable | Accounts Receivable | Accounts Receivable | Accounts Receivable | ||||||||
Customers | Closing Balance | Percentage | Closing Balance | Percentage | |||||||
Contract E | $ | 58,081 | 7% | $ | 95,552 | 40% | |||||
Contract F | 46,067 | 5% | 46,796 | 20% | |||||||
Contract H | $ | 30,220 | 4% | $ | 54,757 | 23% | |||||
Major_Vendors_and_Service_Agre
Major Vendors and Service Agreements | 12 Months Ended |
Dec. 31, 2014 | |
Major Vendors And Service Agreements | |
Major Vendors and Service Agreements | Note 13. Major Vendors |
The company has one major vendor providing its system software and support. Expenses relating to this vendor for the years ended December 31, 2014 and 2013 were $56,096 and $61,972, respectively. | |
The company has a business consulting agreement with Jabi Inc. As part of the agreement the company is required to pay a fee of $5,200 per month plus expenses. The contract is subject for renewal January 1, 2015; see Note 16 for new terms. The agreement is renewable on a yearly basis. | |
The company has two professional services agreements with Partners Imaging Holdings LLC ("PIH"). In the billing and collection agreement PIH is to provide billing and collection services on behalf of PIV, PIN, and PIC. PIH will process billing information generated by the subsidiaries and will invoice payors accordingly. PIH is to collect revenues generated by the subsidiaries and remit accordingly. The company shall pay PIH for the professional services performed relating to billing and collection at a rate of (five) 5% of revenues collected on behalf of the company. The agreement is due to terminate on October 1, 2015. In the reading agreement PIH is to provide the professional services through the designated licensed Physicians and its affiliates of PIH. Readings are to be provided via tele-radiology and not required to be on-site. Reading fees vary by the type of modality read on flat per read basis. The agreement shall be for one (1) year, commencing October 31, 2014. | |
Common_Stock_Transactions
Common Stock Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
Common Stock Transactions | Note 14. Common Stock Transactions |
For the year ended December 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 year ended December 31, 2014, 300,000 shares were issued as part of individually issued convertible note 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, 2014, 220,000 shares were issued as part of series C convertible note agreements. The shares were valued at $14,280 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. |
Going_Concern
Going Concern | 12 Months Ended |
Dec. 31, 2014 | |
Going Concern | |
Going Concern | Note 15. Going Concern |
As shown in the accompanying consolidated financial statements, the company incurred net losses of $155,437 for the year ended December 31, 2014 as well as a working capital deficit of $352,837. 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 | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16. Subsequent Events |
On January 1, 2015 the company renewed its business consulting agreement with Jabi Inc. and has agreed to a new consulting fee of $10,000 monthly. Upon renewal the consultant was paid four million two hundred thousand (4,200,000) option to purchase common stock of the company at an exercise price of $0.15 per share with an expiry date of December 31, 2019. The options were issued on January 27, 2015. The closing price of the Company common stock, as reported by the OTC Markets, on the date of the grant was $0.05. | |
On January 27, 2015 200,000 shares of common stock were issued to an employee for services. | |
On January 27, 2015 the Company issued 4.2 million immediately exercisable options to purchase shares of common stock of the Company to Jabi Inc. with an expiry date of 5 years and an exercise price of $0.15 per share. | |
On January 27, 2015 the Company issued 4.2 million immediately exercisable options to purchase shares of common stock of the Company to Mitchell Geisler, the Company’s Chief Executive Officer, with an expiry date of 5 years and an exercise price of $0.15 per share. | |
On January 27, 2015 the Company issued 1.6 million immediately exercisable options to purchase shares of common stock of the Company to Richard Jagodnik, the Company’s Chief Financial Officer, with an expiry date of 5 years and an exercise price of $0.15 per share. | |
On February 17, 2015, the company issued $20,000 in Series C Notes to a non-affiliate. The Company evaluated subsequent events through the date the consolidated financial statements were issued. In addition, the purchaser of the note received 20,000 bonus shares as part of the note agreement. | |
The Company evaluated subsequent events through the date the consolidated financial statements were issued. |
Accounting_Policies_Policies
Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation |
Medical Imaging Corp., (“MIC” or the “Company”), formerly: Diagnostic Imaging International Corp. (“DIIC”) 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 Canadian Teleradiology Services Inc., which operates as: Custom Teleradiology Services (“CTS”), CTS provides remote reading of medical 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 Open MRI Inc., which operates as: Schuylkill Medical Imaging (“SMI”) an independent diagnostic imaging facility located in Pottsville, Pennsylvania. In 2014, the company purchased Partners Imaging Center of Venice, LLC (“PIV”) located in Venice, Florida; Partners Imaging Center of Naples, LLC (“PIN”) located in Naples, Florida; and Partners Imaging Center of Charlotte, LLC (“PIC”) located in Port Charlotte, Florida. | |
Principle of Consolidation | Principle of Consolidation |
The consolidated financial statements include the accounts of Medical Imaging, Corp., and our wholly-owned subsidiaries, CTS, SMI, PIV, PIN, and PIC Intercompany accounts and transactions have been eliminated in the consolidated financial statements. CTS’, SMI’s, PIV’s, PIN’s, and PIC’s accumulated earnings prior to their acquisitions (March 2, 2009, December 10, 2012, and November 1, 2014, 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 December 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 December 31, 2014, and 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 acquisitions 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 December 31, 2014, the Company has goodwill of $1,422,670 as result of the acquisition of SMI on December 10, 2012. $132,143, $158,571 and $264,286 as a result of the acquisitions of PIC, PIN, PIV, respectively, that occurred on October 31, 2014. 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. | |
The Company has written off 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 December 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. | |
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. For the year ended December 31, 2014, CTS held seven contracts; one contract that is renewable on a year-to-year basis, three contracts that are renewable in 2014 ,2015, and 2016, and its largest contract, 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, PIV, PIN, and PIC revenue is recorded at the time of service. | |
Cost of Sales | Cost of Sales |
Cost of sales includes fees paid to radiologists for reading 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, prepaid expenses, accounts payable, accrued liabilities and notes and loans 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. | |
Foreign Currency Translation | Foreign Currency Translation |
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. | |
Updates issued but not yet adopted | |
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) | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Schedule of Earnings Per Share | ||||||
Years Ended | ||||||
December 31, | December 31, | |||||
2014 | 2013 | |||||
Numerator: | ||||||
Continuing operations: | ||||||
Total Comprehensive Income (Loss) | $ | -155,437 | $ | -62,271 | ||
Total | $ | -155,437 | $ | -62,271 | ||
Total Comprehensive Income (Loss) | $ | -155,437 | $ | -62,271 | ||
Denominator: | ||||||
Weighted average number of shares outstanding – basic and diluted | 23,749,180 | 23,350,793 | ||||
EPS: | ||||||
Basic: | ||||||
Total Comprehensive Income (Loss) | $ | -0.007 | $ | -0.003 | ||
Net Income (Loss) | $ | -0.007 | $ | -0.003 | ||
Diluted | ||||||
Total Comprehensive Income (Loss) | $ | -0.007 | $ | -0.003 | ||
Total Comprehensive Income (Loss) | $ | -0.007 | $ | -0.003 | ||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property Plant and Equipment | December 31, | December 31, | Estimated useful lives | |||||
2014 | 2013 | |||||||
Computer/Office Equipment | $ | 435,867 | $ | 88,378 | 3-7 years | |||
Medical Equipment | 2,123,023 | 601,774 | 3-7 years | |||||
Leasehold Improvements | 843,781 | 747,312 | 39 years | |||||
Less: Accumulated Depreciation | -463,977 | -237,763 | ||||||
Net Book Value | $ | 2,938,694 | $ | 1,199,701 |
Business_Combination_Tables
Business Combination (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Business Combinations [Abstract] | |||||||||
Schedule of Purchase Price Allocation | |||||||||
Total | PIV | PIN | PIC | ||||||
Cash | $ | 1,800,000 | 959,286 | 533,571 | 307,143 | ||||
Total consideration paid | $ | 1,800,000 | 959,286 | 533,571 | 307,143 | ||||
Schedule of Recognized Assets Acquired and Liabilities Assumed | |||||||||
Total | PIV | PIN | PIC | ||||||
Fixed Assets | $ | 1,245,000 | 695,000 | 375,000 | 175,000 | ||||
Goodwill | 555,000 | 264,286 | 158,571 | 132,143 | |||||
Net assets purchased | $ | 1,800,000 | 959,286 | 533,571 | 307,143 | ||||
Schedule of Revenue and Gross Earnings from Acquired Assets | |||||||||
Year Ended December 31, 2014* | Total | PIV | PIN | PIC | |||||
Revenue | $ | 518,449 | 239,037 | 128,015 | 151,397 | ||||
Gross Earnings | $ | 387,064 | 174,311 | 96,679 | 116,074 | ||||
Year Ended December 31, 2013 | Total | PIV | PIN | PIC | |||||
Revenue | $ | - | - | - | - | ||||
Gross Earnings | $ | - | - | - | - | ||||
*For the year ended December 31, 2014, amounts included for PIV, PIN, and PIC's revenue and gross earnings, represent two months of operations post October 31, 2014 acquisition date. |
Goodwill_Tables
Goodwill (Tables) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Schedule of Goodwill | |||
Balance as of January 1, 2013 | $ | 1,422,670 | |
Changes in goodwill during the year | - | ||
Balance as of December 31, 2013 | 1,422,670 | ||
Acquisition of goodwill during the year | 555,000 | ||
Balance as of December 31, 2014 | $ | 1,977,670 |
Lease_Commitments_Tables
Lease Commitments (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Leases, Operating [Abstract] | ||||||||||
Schedule of Lease Commitments | Year | Office Space | Servers | Total | ||||||
2015 | $ | 529,872 | $ | 31,104 | $ | 560,976 | ||||
2016 | 412,154 | 31,104 | 443,258 | |||||||
2017 | 186,516 | 19,104 | 205,620 | |||||||
$ | 1,128,542 | $ | 81,312 | $ | 1,209,854 |
Obligations_Under_Capital_Leas1
Obligations Under Capital Lease (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Leases, Capital [Abstract] | ||||||||||||||
Schedule of Future Minimum Lease Payments for Capital Leases | Minimum Lease Payments | Total | SMI | SMI | SMI | PV,PN, PC | PV,PN,PC | |||||||
MRI | PACS/RIS | Xray | PACS/RIS | Computers | ||||||||||
Lease | Lease | Lease | Lease | |||||||||||
2015 | $ | 219,443 | 121,140 | 37,380 | 17,944 | 34,034 | 8,945 | |||||||
2016 | 234,362 | 132,152 | 37,380 | 17,944 | 37,128 | 9,758 | ||||||||
2017 | 101,397 | - | 37,380 | 17,944 | 37,128 | 8,945 | ||||||||
2018 | 92,452 | - | 37,380 | 17,944 | 37,128 | - | ||||||||
2019 | 83,356 | - | 34,265 | 11,963 | 37,128 | - | ||||||||
2020 | 3,094 | - | - | - | 3,094 | - | ||||||||
Total minimum lease payments | 734,104 | 253,292 | 183,785 | 83,740 | 185,640 | 27,647 | ||||||||
Less amount representing interest | 84,327 | 26,876 | 23,798 | 11,384 | 18,533 | 3,737 | ||||||||
Present value of minimum lease payments | 649,777 | 226,416 | 159,987 | 72,356 | 167,107 | 23,911 | ||||||||
Less current portion of minimum lease payments | 189,923 | 111,410 | 29,026 | 13,765 | 28,062 | 7,660 | ||||||||
Long-term capital lease obligations | $ | 459,854 | 115,005 | 130,962 | 58,591 | 139,045 | 16,251 |
Promissory_Notes_Tables
Promissory Notes (Tables) | 12 Months Ended | ||
Dec. 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: Note assigned through December 31, 2014 | 64,937 | ||
Added: Accrued Interest through December 31, 2014 | 6,069 | ||
Added: Proceeds through December 31, 2014 | 50,000 | ||
Less: Payments through December 31, 2014 | -31,022 | ||
Promissory notes at December 31, 2014 | $ | 134,999 | |
Less: Short term portion | 134,999 | ||
Long term portion December 31, 2014 | $ | - |
Convertible_Notes_Tables
Convertible Notes (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||||||
Schedule of Debt | Series B | |||||||||||||||||||||||
Issuance | December 31, | December 31, | Year | Year | Year | December 31, | Maturity | |||||||||||||||||
Date | 2013 | 2013 | Ended | Ended | Ended | 2014 | Date | |||||||||||||||||
Balance | Unamortized | December 31, | December 31, | December 31, | Balance, net | |||||||||||||||||||
Discount | 2014 | 2014 | 2014 | |||||||||||||||||||||
Beginning | Accrued | (Payments) | Amortization | |||||||||||||||||||||
Balance | Interest | of Debt | ||||||||||||||||||||||
Discount | ||||||||||||||||||||||||
3-Dec-12 | $ | 25,000 | $ | -719 | $ | 3,000 | $ | -3,000 | $ | 375 | $ | 24,656 | 31-Dec-15 | |||||||||||
3-Dec-12 | 125,000 | -10,569 | 15,000 | -15,000 | 4,975 | 119,406 | 31-Dec-15 | |||||||||||||||||
3-Dec-12 | 50,000 | -2,156 | 6,000 | -6,000 | 1,125 | 48,969 | 31-Dec-15 | |||||||||||||||||
3-Dec-12 | 25,000 | -719 | 3,000 | -3,000 | 375 | 24,656 | 31-Dec-15 | |||||||||||||||||
3-Dec-12 | 25,000 | -719 | 3,000 | -3,000 | 375 | 24,656 | 31-Dec-15 | |||||||||||||||||
3-Dec-12 | 25,000 | -719 | 3,000 | -3,000 | 375 | 24,656 | 31-Dec-15 | |||||||||||||||||
3-Dec-12 | 1,500,000 | -129,375 | 180,000 | -180,000 | 67,500 | 1,438,125 | 31-Dec-15 | |||||||||||||||||
3-Dec-12 | 50,000 | -2,156 | 6,000 | -6,000 | 1,125 | 48,969 | 31-Dec-15 | |||||||||||||||||
3-Dec-12 | 15,000 | -431 | 1,800 | -1,800 | 225 | 14,794 | 31-Dec-15 | |||||||||||||||||
3-Dec-12 | 100,000 | -7,081 | 12,000 | -12,000 | 3,425 | 96,344 | 31-Dec-15 | |||||||||||||||||
27-Mar-13 | 25,000 | -1,162 | 3,000 | -3,000 | 517 | 24,355 | 31-Mar-16 | |||||||||||||||||
27-Mar-13 | 25,000 | -1,162 | 3,000 | -3,000 | 517 | 24,355 | 31-Mar-16 | |||||||||||||||||
27-Mar-13 | 25,000 | -1,162 | 3,000 | -3,000 | 517 | 24,355 | 31-Mar-16 | |||||||||||||||||
Total | $ | 2,015,000 | $ | -158,130 | $ | 241,800 | $ | -241,800 | $ | 81,426 | $ | 1,938,296 | ||||||||||||
Series C | ||||||||||||||||||||||||
Issuance | December 31, | Year | December 31, | Year | Year | Year | December 31, | Maturity | ||||||||||||||||
Date | 2013 | Ended | 2014 | Ended | Ended | Ended | 2014 | Date | ||||||||||||||||
Balance | December 31, | Unamortized | December 31, | December 31, | December 31, | Balance, net | ||||||||||||||||||
2014 | Discount | 2014 | 2014 | 2014 | ||||||||||||||||||||
Proceeds | Beginning | Accrued | (Payments) | Amortization | ||||||||||||||||||||
Balance | Interest | of Debt | ||||||||||||||||||||||
Discount | ||||||||||||||||||||||||
22-May-14 | $ | - | $ | 50,000 | $ | -3,000 | $ | 3,641 | $ | -3,641 | $ | 583 | $ | 47,583 | 31-May-17 | |||||||||
22-May-14 | - | 22,500 | -1,350 | 1,638 | -1,638 | 263 | 21,413 | 31-May-17 | ||||||||||||||||
22-May-14 | - | 22,500 | -1,350 | 1,638 | -1,638 | 263 | 21,413 | 31-May-17 | ||||||||||||||||
25-Aug-14 | - | 50,000 | -3,970 | 2,500 | -2,500 | 551 | 46,581 | 31-Oct-17 | ||||||||||||||||
25-Aug-14 | - | 25,000 | -1,985 | 1,250 | -1,250 | 276 | 23,291 | 31-Oct-17 | ||||||||||||||||
31-Oct-14 | 50,000 | -2,625 | 1,500 | -1,500 | 146 | 47,521 | 31-Oct-17 | |||||||||||||||||
Total | $ | - | $ | 220,000 | $ | -14,280 | $ | 12,167 | $ | -12,167 | $ | 2,082 | $ | 207,802 | ||||||||||
Schedule of Long-term Debt Instruments | Series B | |||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Convertible notes Beginning Balance | $ | 2,015,000 | $ | 2,015,000 | ||||||||||||||||||||
Less: unamortized debt discount | -76,706 | -158,131 | ||||||||||||||||||||||
Convertible notes principal, net | 1,938,294 | 1,856,869 | ||||||||||||||||||||||
Less: Payments in Period | -241,800 | -235,300 | ||||||||||||||||||||||
Added: Accrued interest | 241,800 | 235,300 | ||||||||||||||||||||||
Total Convertible notes, net | $ | 1,938,294 | $ | 1,856,869 | ||||||||||||||||||||
Less: Short term portion, net | - | - | ||||||||||||||||||||||
Long term portion, net | $ | 1,938,294 | $ | 1,856,869 | ||||||||||||||||||||
Series C | ||||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Convertible notes Beginning Balance | $ | 220,000 | $ | - | ||||||||||||||||||||
Less: unamortized debt discount | -12,198 | - | ||||||||||||||||||||||
Convertible notes principal, net | 207,802 | - | ||||||||||||||||||||||
Less: Payments in Period | -12,167 | - | ||||||||||||||||||||||
Added: Accrued interest | 12,167 | - | ||||||||||||||||||||||
Total Convertible notes, net | $ | 207,802 | $ | - | ||||||||||||||||||||
Less: Short term portion, net | - | - | ||||||||||||||||||||||
Long term portion, net | $ | 207,802 | $ | - | ||||||||||||||||||||
Schedule of Maturities of Long-term Debt | Series B | |||||||||||||||||||||||
Principal | Interest | Amortization | ||||||||||||||||||||||
Payments | Payments | of Discount | ||||||||||||||||||||||
2015 | $ | 1,865,000 | $ | 241,800 | $ | 75,155 | ||||||||||||||||||
2016 | 150,000 | 4,500 | 1,550 | |||||||||||||||||||||
2017 | - | - | - | |||||||||||||||||||||
2018 | - | - | - | |||||||||||||||||||||
2019 | - | - | - | |||||||||||||||||||||
Total | $ | 2,015,000 | $ | 246,300 | $ | 76,705 | ||||||||||||||||||
Series C | ||||||||||||||||||||||||
Principal | Interest | Amortization | ||||||||||||||||||||||
Payments | Payments | of Discount | ||||||||||||||||||||||
2015 | $ | 60,000 | $ | 27,884 | $ | 8,500 | ||||||||||||||||||
2016 | 60,000 | 20,748 | 8,500 | |||||||||||||||||||||
2017 | 140,000 | 2,625 | 2,125 | |||||||||||||||||||||
2018 | - | - | - | |||||||||||||||||||||
2019 | - | - | - | |||||||||||||||||||||
Total | $ | 260,000 | $ | 51,257 | $ | 19,125 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Income Tax Disclosure [Abstract] | ||||||
Schedule of Deferred Tax Assets | ||||||
2014 | 2013 | |||||
Deferred tax asset | $ | 563,981 | $ | 513,841 | ||
Less valuation allowance | -563,981 | -513,841 | ||||
Net deferred tax asset | $ | - | $ | - | ||
Schedule of Effective Income Tax Rate Reconciliation | ||||||
2014 | 2013 | |||||
Expected Provision (based on statutory rate) | $ | -52,849 | $ | -21,172 | ||
Increase to deferred tax valuation allowance for net operating loss carry forward | 52,849 | 21,172 | ||||
Net provision | $ | - | $ | - | ||
Major_Customers_Tables
Major Customers (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Major Customers | |||||||||||
Schedule of Revenue by Major Customers | Year Ended | Year Ended | |||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||
Customers | Revenue | Revenue | Revenue | Revenue | |||||||
amount | percentage | amount | percentage | ||||||||
Contract A | $ | 640,877 | 12% | $ | 1,129,902 | 35% | |||||
Contract E | 933,929 | 17% | 1,035,393 | 32% | |||||||
Contract F | $ | 575,642 | 11% | $ | 575,400 | 18% | |||||
Schedule of Accounts Receivable by Major Customers | Balance at | Balance at | |||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||
Accounts Receivable | Accounts Receivable | Accounts Receivable | Accounts Receivable | ||||||||
Customers | Closing Balance | Percentage | Closing Balance | Percentage | |||||||
Contract E | $ | 58,081 | 7% | $ | 95,552 | 40% | |||||
Contract F | 46,067 | 5% | 46,796 | 20% | |||||||
Contract H | $ | 30,220 | 4% | $ | 54,757 | 23% |
Organization_and_Summary_of_Si2
Organization and Summary of Significant Accounting Policies - Basic and Diluted Earners Per Share (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Numerator | ||
Total comprehensive income (loss) | ($155,437) | ($62,271) |
Denominator | ||
Weighted average number of shares outstanding - basic and diluted | 23,749,180 | 23,350,793 |
Earnings per Share | ||
Basic earnings per share from total comprehensive income (loss) | ($0.01) | ($0.00) |
Diluted earnings per share from total comprehensive income (loss) | ($0.01) | ($0.00) |
Organization_and_Summary_of_Si3
Organization and Summary of Significant Accounting Policies (Details Narrative) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Accounts Receivable, Net, Current | |||
Allowance for bad debts | $64,673 | $17,294 | |
Bad debt expense (recapture) | 47,555 | -92,085 | |
Accounts receivable, concentration risk | 16.00% | 83.00% | |
Goodwill and Indefinite Intangible Assets | |||
Goodwill | 1,977,670 | 1,422,670 | 1,422,670 |
Amortization of Intangible Assets with Finite Useful Lives | |||
Accumulated amortization | 524,166 | 905,027 | |
Recognized Share-Based Compensation Expense | |||
Stock-based compensation expense | 150 | 0 | |
Other Income and (Expenses): | |||
Foreign currency gains (losses) | 880 | 4,665 | |
Other comprehensive income (loss) gain | 14,685 | 3,775 | |
Contract-Based Intangible Assets | PIC | |||
Goodwill and Indefinite Intangible Assets | |||
Goodwill | 132,143 | ||
Contract-Based Intangible Assets | PIN | |||
Goodwill and Indefinite Intangible Assets | |||
Goodwill | 158,571 | ||
Contract-Based Intangible Assets | PIV | |||
Goodwill and Indefinite Intangible Assets | |||
Goodwill | $264,286 |
Organization_and_Summary_of_Si4
Organization and Summary of Significant Accounting Policies - PPE Amortization and Depreciation (Details Narrative) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant and Equipment Depreciation Methods | Straight-line method | |
Property Plant and Equipment Useful Life | 3 - 7 years | |
Furniture and Fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant and Equipment Depreciation Methods | Straight-line method | |
Property Plant and Equipment Useful Life | 5 - 7 years | |
Hospital Contracts | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant and Equipment Depreciation Methods | Straight-line method | |
Property Plant and Equipment Useful Life | 2 - 5 years | |
Referring Physician Base | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant and Equipment Depreciation Methods | Straight-line method | |
Property Plant and Equipment Useful Life | 3 years | |
Non-compete Contract | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant and Equipment Depreciation Methods | Straight-line method | |
Property Plant and Equipment Useful Life | 3 - 5 years | |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant and Equipment Depreciation Methods | Straight-line method | |
Property Plant and Equipment Useful Life | 39 years | 39 years |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, accumulated depreciation | ($463,977) | ($237,763) |
Property and equipment, net | 2,938,694 | 1,199,701 |
Computer/Office Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 435,867 | 88,378 |
Property and equipment, estimated useful lives | 3-7 years | 3-7 years |
Medical Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,123,023 | 601,774 |
Property and equipment, estimated useful lives | 3-7 years | 3-7 years |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $843,781 | $747,312 |
Property and equipment, estimated useful lives | 39 years | 39 years |
Property_and_Equipment_Details1
Property and Equipment (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $231,955 | $158,607 |
Payments to acquire equipment | 1,875,798 | |
Payment for construction process | $96,470 |
Business_Combination_Considera
Business Combination - Consideration Transfered (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Business Acquisition, Contingent Consideration [Line Items] | |
Cash consideration paid | $1,800,000 |
Total consideration paid | 1,800,000 |
PIV | |
Business Acquisition, Contingent Consideration [Line Items] | |
Cash consideration paid | 959,286 |
Total consideration paid | 959,286 |
PIN | |
Business Acquisition, Contingent Consideration [Line Items] | |
Cash consideration paid | 533,571 |
Total consideration paid | 533,571 |
PIC | |
Business Acquisition, Contingent Consideration [Line Items] | |
Cash consideration paid | 307,143 |
Total consideration paid | $307,143 |
Business_Combination_Recognize
Business Combination - Recognized Identifiable Assets Acquired and Liabilities Assumed (Details) (USD $) | Dec. 31, 2014 |
Business Acquisition [Line Items] | |
Fair value fixed assets | $1,245,000 |
Fair value goodwill | 555,000 |
Fair value net assets purchased | 1,800,000 |
PIV | |
Business Acquisition [Line Items] | |
Fair value fixed assets | 695,000 |
Fair value goodwill | 264,286 |
Fair value net assets purchased | 959,286 |
PIN | |
Business Acquisition [Line Items] | |
Fair value fixed assets | 375,000 |
Fair value goodwill | 158,571 |
Fair value net assets purchased | 533,571 |
PIC | |
Business Acquisition [Line Items] | |
Fair value fixed assets | 175,000 |
Fair value goodwill | 132,143 |
Fair value net assets purchased | $307,143 |
Business_Combination_Revenue_a
Business Combination - Revenue and Gross Earnings (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Business Acquisition [Line Items] | ||
Gross Earnings from business combination | ($170,122) | ($66,046) |
PIV | ||
Business Acquisition [Line Items] | ||
Revenue from business combination | 239,037 | 0 |
Gross Earnings from business combination | 174,311 | 0 |
PIN | ||
Business Acquisition [Line Items] | ||
Revenue from business combination | 128,015 | 0 |
Gross Earnings from business combination | 96,679 | 0 |
PIC | ||
Business Acquisition [Line Items] | ||
Revenue from business combination | 151,397 | 0 |
Gross Earnings from business combination | 116,074 | 0 |
Total Revenue and Gross Earnings included in Consolidated Income Statement | ||
Business Acquisition [Line Items] | ||
Revenue from business combination | 518,449 | 0 |
Gross Earnings from business combination | $387,064 | $0 |
Business_Combination_Details_N
Business Combination (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Business Combinations [Abstract] | |
Share Purchase Agreement, purchase price | $1,800,000 |
Business combination, costs related to the acquisition | 29,500 |
Business combination, goodwill | $555,000 |
Goodwill_Details
Goodwill (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill [Roll Forward] | ||
Goodwill, balance at beginning of period | $1,422,670 | $1,422,670 |
Changes in Goodwill | 0 | |
Goodwill, Acquired During Period | 555,000 | |
Goodwill, balance at end of period | $1,977,670 | $1,422,670 |
Lease_Commitments_Details
Lease Commitments (Details) (USD $) | Dec. 31, 2014 |
Office Space | |
Operating Leased Assets [Line Items] | |
Year 2015 | $529,872 |
Year 2016 | 412,154 |
Year 2017 | 186,516 |
Operating Leases, Future Minimum Payments Due | 1,128,542 |
Servers | |
Operating Leased Assets [Line Items] | |
Year 2015 | 31,104 |
Year 2016 | 31,104 |
Year 2017 | 19,104 |
Operating Leases, Future Minimum Payments Due | 81,312 |
Total Lease Commitments | |
Operating Leased Assets [Line Items] | |
Year 2015 | 560,976 |
Year 2016 | 443,258 |
Year 2017 | 205,620 |
Operating Leases, Future Minimum Payments Due | $1,209,854 |
Lease_Commitments_Details_Narr
Lease Commitments (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
CTS - Office Space | |
Operating Leased Assets [Line Items] | |
Operating lease, minimum payments | $6,000 |
Leasing arrangements | CTS has a lease commitment for its office space of approximately $2,450 minimum rental, and approximately $3,550 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. |
Rental credit | 28,000 |
SMI - Off Site Server | |
Operating Leased Assets [Line Items] | |
Operating lease, minimum payments | 1,092 |
Leasing arrangements | SMI has a lease for its off-site servers. The lease is accounted for as an operating lease on a month-to-month basis. |
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 it is renewable for an additional term of 5 years on the same terms and conditions. |
SMI - Office Space - Dallas, Texas | |
Operating Leased Assets [Line Items] | |
Operating lease, minimum payments | 1,540 |
Leasing arrangements | SMI has a lease for office space that will expire in August 31, 2015. |
PIV | |
Operating Leased Assets [Line Items] | |
Operating lease, minimum payments | 14,990 |
Leasing arrangements | PIV has a lease for office space in Venice, Florida. The lease will expire October 1, 2016. |
PIN | |
Operating Leased Assets [Line Items] | |
Operating lease, minimum payments | 15,793 |
Leasing arrangements | PIN has a lease for office space in Naples, Florida. The lease will expire January 1, 2020. The lease was amended in January 2015 and the rental amount was reduced to $9,543 per month. |
PIC | |
Operating Leased Assets [Line Items] | |
Operating lease, minimum payments | $5,512 |
Leasing arrangements | PIC has a lease for office space in Port Charlotte, Florida. The lease will expire June 20, 2016. |
Accounts_Payable_and_Accrued_L1
Accounts Payable and Accrued Liabilities (Details Narrative) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Payables and Accruals [Abstract] | ||
Trade payables and accrued expenses | $935,688 | $608,151 |
Trade payables | 624,141 | 250,100 |
Accrued payroll | 73,461 | 38,243 |
Accrued federal and state income tax payable | $238,086 | $275,584 |
Obligations_Under_Capital_Leas2
Obligations Under Capital Lease (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Capital Leases Future Minimum Payments Due Rolling Maturity | ||
Obligations Under Capital Lease, long term portion | $459,853 | $228,495 |
SMI - MRI | ||
Capital Leases Future Minimum Payments Due Rolling Maturity | ||
Minimum future lease payments, 2015 | 121,140 | |
Minimum future lease payments, 2016 | 132,152 | |
Minimum future lease payments, 2017 | 0 | |
Minimum future lease payments, 2018 | 0 | |
Minimum future lease payments, 2019 | 0 | |
Minimum future lease payments, 2020 | 0 | |
Total minimum lease payments | 253,292 | |
Less amount representing interest | 26,876 | |
Present value of minimum lease payments | 226,416 | |
Less current portion of minimum lease payments | 111,410 | |
Obligations Under Capital Lease, long term portion | 115,005 | |
SMI - PACS/RIS Lease | ||
Capital Leases Future Minimum Payments Due Rolling Maturity | ||
Minimum future lease payments, 2015 | 37,380 | |
Minimum future lease payments, 2016 | 37,380 | |
Minimum future lease payments, 2017 | 37,380 | |
Minimum future lease payments, 2018 | 37,380 | |
Minimum future lease payments, 2019 | 34,265 | |
Minimum future lease payments, 2020 | 0 | |
Total minimum lease payments | 183,785 | |
Less amount representing interest | 23,798 | |
Present value of minimum lease payments | 159,987 | |
Less current portion of minimum lease payments | 29,026 | |
Obligations Under Capital Lease, long term portion | 130,962 | |
SMI - Xray Lease | ||
Capital Leases Future Minimum Payments Due Rolling Maturity | ||
Minimum future lease payments, 2015 | 17,944 | |
Minimum future lease payments, 2016 | 17,944 | |
Minimum future lease payments, 2017 | 17,944 | |
Minimum future lease payments, 2018 | 17,944 | |
Minimum future lease payments, 2019 | 11,963 | |
Minimum future lease payments, 2020 | 0 | |
Total minimum lease payments | 83,740 | |
Less amount representing interest | 11,384 | |
Present value of minimum lease payments | 72,356 | |
Less current portion of minimum lease payments | 13,765 | |
Obligations Under Capital Lease, long term portion | 58,591 | |
PV, PN, PC PACS/RIS Lease | ||
Capital Leases Future Minimum Payments Due Rolling Maturity | ||
Minimum future lease payments, 2015 | 34,034 | |
Minimum future lease payments, 2016 | 37,128 | |
Minimum future lease payments, 2017 | 37,128 | |
Minimum future lease payments, 2018 | 37,128 | |
Minimum future lease payments, 2019 | 37,128 | |
Minimum future lease payments, 2020 | 3,094 | |
Total minimum lease payments | 185,640 | |
Less amount representing interest | 18,533 | |
Present value of minimum lease payments | 167,107 | |
Less current portion of minimum lease payments | 28,062 | |
Obligations Under Capital Lease, long term portion | 139,045 | |
PV, PN, PC Computers Lease | ||
Capital Leases Future Minimum Payments Due Rolling Maturity | ||
Minimum future lease payments, 2015 | 8,945 | |
Minimum future lease payments, 2016 | 9,758 | |
Minimum future lease payments, 2017 | 8,945 | |
Minimum future lease payments, 2018 | 0 | |
Minimum future lease payments, 2019 | 0 | |
Minimum future lease payments, 2020 | 0 | |
Total minimum lease payments | 27,647 | |
Less amount representing interest | 3,737 | |
Present value of minimum lease payments | 23,911 | |
Less current portion of minimum lease payments | 7,660 | |
Obligations Under Capital Lease, long term portion | 16,251 | |
Total Capital Lease Minimum Payments | ||
Capital Leases Future Minimum Payments Due Rolling Maturity | ||
Minimum future lease payments, 2015 | 219,443 | |
Minimum future lease payments, 2016 | 234,362 | |
Minimum future lease payments, 2017 | 101,397 | |
Minimum future lease payments, 2018 | 92,452 | |
Minimum future lease payments, 2019 | 83,356 | |
Minimum future lease payments, 2020 | 3,094 | |
Total minimum lease payments | 734,104 | |
Less amount representing interest | 84,327 | |
Present value of minimum lease payments | 649,777 | |
Less current portion of minimum lease payments | 189,923 | |
Obligations Under Capital Lease, long term portion | $459,854 |
Obligations_Under_Capital_Leas3
Obligations Under Capital Lease (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
SMI - MRI | ||
Capital Leased Assets [Line Items] | ||
Capital leases, equipment, gross | $555,000 | |
Capital leases, equipment, net | 323,833 | |
Capital leases, depreciation expense | 111,000 | 111,000 |
Capital leases, accumulated amortization | 231,167 | |
Capital leases, leasing arrangements | 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 SMIBs 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. | |
SMI - PACS/RIS Lease | ||
Capital Leased Assets [Line Items] | ||
Capital leases, equipment, gross | 162,333 | |
Capital leases, equipment, net | 156,922 | |
Capital leases, depreciation expense | 5,411 | 0 |
Capital leases, accumulated amortization | 5,411 | |
Capital leases, leasing arrangements | On August 19, 2014 Company has entered into a capital lease agreement to lease PACS/RIS system that was delivered and installed in December 2014. Under the terms of the lease, the CompanyBs subsidiary, SMI, is to make monthly payments of $3,115, plus applicable sales tax, over a period of 60 months. At the end of the lease, SMI will have the option to purchase the system for a total purchase price of $1.00. | |
SMI - Xray Lease | ||
Capital Leased Assets [Line Items] | ||
Capital leases, equipment, gross | 78,250 | |
Capital leases, equipment, net | 70,425 | |
Capital leases, depreciation expense | 7,825 | 0 |
Capital leases, accumulated amortization | 7,825 | |
Capital leases, leasing arrangements | On July 03, 2014 Company has entered into a capital lease agreement to lease the x-ray machine that was delivered and installed in July 2014. Under the terms of the lease, the CompanyBs subsidiary, SMI, is to make monthly payments of $1,495, plus applicable sales tax, over a period of 60 months. At the end of the lease, SMI will have the option to purchase the MRI machines for a total purchase price of $1.00. | |
PV, PN, PC PACS/RIS Lease | ||
Capital Leased Assets [Line Items] | ||
Capital leases, equipment, gross | 167,107 | |
Capital leases, equipment, net | 165,714 | |
Capital leases, depreciation expense | 1,393 | 0 |
Capital leases, accumulated amortization | 1,393 | |
Capital leases, leasing arrangements | On November 26, 2014 Company has entered into a capital lease agreement to lease PACS/RIS system that was delivered and installed in December 2014. Under the terms of the lease, the CompanyBs subsidiary, PIV, is to make monthly payments of $3,094, plus applicable sales tax, over a period of 60 months. At the end of the lease, PIV will have the option to purchase the system for a total purchase price of $1.00. | |
PV, PN, PC Computers Lease | ||
Capital Leased Assets [Line Items] | ||
Capital leases, equipment, gross | 25,108 | |
Capital leases, equipment, net | 24,759 | |
Capital leases, depreciation expense | 349 | 0 |
Capital leases, accumulated amortization | $349 | |
Capital leases, leasing arrangements | On December 10, 2014 Company has entered into a capital lease agreement to lease computers that were delivered and installed in December 2014. Under the terms of the lease, the Company is to make monthly payments of $813.16, plus applicable sales tax, over a period of 36 months. At the end of the lease, the company will have the option to purchase the computers for a total purchase price of $1.00. |
Promissory_Notes_Details
Promissory Notes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Promissory Notes [Roll Forward] | ||
Promissory notes, beginning of period | $45,015 | $119,624 |
Proceeds from notes issuances | 50,000 | 6,000 |
Promissory note assigned | 64,937 | |
Accrued interest | 6,069 | 6,616 |
Payments through end of period | -31,024 | -87,225 |
Promissory notes, end of period | 134,999 | 45,015 |
Promissory notes, short-term portion | 102,219 | 0 |
Promissory notes, long-term portion | $0 | $17,472 |
Promissory_Notes_Details_Narra
Promissory Notes (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Other Liabilities Disclosure [Abstract] | ||
Promissory note, accrued interest | $6,069 | $6,616 |
Promissory note, payments through end of period | -31,024 | -87,225 |
Promissory note, assumed on acquisition | 64,528 | |
Promissory note, 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. | |
Promissory note, assigned | 64,937 | |
Promissory note, interest rate | 12.00% | |
Promissory note, maturity date | 1-Feb-15 | |
Short term loan payable issued to non related party | $50,000 |
Convertible_Notes_Details_of_S
Convertible Notes - Details of Series B and C Notes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | ||
Convertible note, maturity date | 1-Feb-15 | |
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 | 3,000 | |
Convertible note, payments | -3,000 | |
Convertible note, amortization of debt discount | 375 | |
Convertible note, unamortized debt discount | -719 | |
Convertible note, ending balance | 24,656 | |
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 | 15,000 | |
Convertible note, payments | -15,000 | |
Convertible note, amortization of debt discount | 4,975 | |
Convertible note, unamortized debt discount | -10,569 | |
Convertible note, ending balance | 119,406 | |
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 | 6,000 | |
Convertible note, payments | -6,000 | |
Convertible note, amortization of debt discount | 1,125 | |
Convertible note, unamortized debt discount | -2,156 | |
Convertible note, ending balance | 48,969 | |
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 | 3,000 | |
Convertible note, payments | -3,000 | |
Convertible note, amortization of debt discount | 375 | |
Convertible note, unamortized debt discount | -719 | |
Convertible note, ending balance | 24,656 | |
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 | 3,000 | |
Convertible note, payments | -3,000 | |
Convertible note, amortization of debt discount | 375 | |
Convertible note, unamortized debt discount | -719 | |
Convertible note, ending balance | 24,656 | |
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 | 3,000 | |
Convertible note, payments | -3,000 | |
Convertible note, amortization of debt discount | 375 | |
Convertible note, unamortized debt discount | -719 | |
Convertible note, ending balance | 24,656 | |
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 | 180,000 | |
Convertible note, payments | -180,000 | |
Convertible note, amortization of debt discount | 67,500 | |
Convertible note, unamortized debt discount | -129,375 | |
Convertible note, ending balance | 1,438,125 | |
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 | 6,000 | |
Convertible note, payments | -6,000 | |
Convertible note, amortization of debt discount | 1,125 | |
Convertible note, unamortized debt discount | -2,156 | |
Convertible note, ending balance | 48,969 | |
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 | 1,800 | |
Convertible note, payments | -1,800 | |
Convertible note, amortization of debt discount | 225 | |
Convertible note, unamortized debt discount | -431 | |
Convertible note, ending balance | 14,794 | |
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 | 12,000 | |
Convertible note, payments | -12,000 | |
Convertible note, amortization of debt discount | 3,425 | |
Convertible note, unamortized debt discount | -7,081 | |
Convertible note, ending balance | 96,344 | |
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 | 3,000 | |
Convertible note, payments | -3,000 | |
Convertible note, amortization of debt discount | 517 | |
Convertible note, unamortized debt discount | -1,162 | |
Convertible note, ending balance | 24,355 | |
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 | 3,000 | |
Convertible note, payments | -3,000 | |
Convertible note, amortization of debt discount | 517 | |
Convertible note, unamortized debt discount | -1,162 | |
Convertible note, ending balance | 24,355 | |
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 | 3,000 | |
Convertible note, payments | -3,000 | |
Convertible note, amortization of debt discount | 517 | |
Convertible note, unamortized debt discount | -1,162 | |
Convertible note, ending balance | 24,355 | |
Convertible note, maturity date | 31-Mar-16 | |
Series C - Note 1 | ||
Debt Instrument [Line Items] | ||
Convertible note, issuance date | 22-May-14 | |
Convertible note, beginning balance | 0 | |
Convertible note, proceeds | 50,000 | |
Convertible note, accrued interest | 3,641 | |
Convertible note, payments | -3,641 | |
Convertible note, amortization of debt discount | 583 | |
Convertible note, unamortized debt discount | -3,000 | |
Convertible note, ending balance | 47,583 | |
Convertible note, maturity date | 31-May-17 | |
Series C - Note 2 | ||
Debt Instrument [Line Items] | ||
Convertible note, issuance date | 22-May-14 | |
Convertible note, beginning balance | 0 | |
Convertible note, proceeds | 22,500 | |
Convertible note, accrued interest | 1,638 | |
Convertible note, payments | -1,638 | |
Convertible note, amortization of debt discount | 263 | |
Convertible note, unamortized debt discount | -1,350 | |
Convertible note, ending balance | 21,413 | |
Convertible note, maturity date | 31-May-17 | |
Series C - Note 3 | ||
Debt Instrument [Line Items] | ||
Convertible note, issuance date | 22-May-14 | |
Convertible note, beginning balance | 0 | |
Convertible note, proceeds | 22,500 | |
Convertible note, accrued interest | 1,638 | |
Convertible note, payments | -1,638 | |
Convertible note, amortization of debt discount | 263 | |
Convertible note, unamortized debt discount | -1,350 | |
Convertible note, ending balance | 21,413 | |
Convertible note, maturity date | 31-May-17 | |
Series C - Note 4 | ||
Debt Instrument [Line Items] | ||
Convertible note, issuance date | 25-Aug-14 | |
Convertible note, beginning balance | 0 | |
Convertible note, proceeds | 50,000 | |
Convertible note, accrued interest | 2,500 | |
Convertible note, payments | -2,500 | |
Convertible note, amortization of debt discount | 551 | |
Convertible note, unamortized debt discount | -3,970 | |
Convertible note, ending balance | 46,581 | |
Convertible note, maturity date | 31-Oct-17 | |
Series C - Note 5 | ||
Debt Instrument [Line Items] | ||
Convertible note, issuance date | 25-Aug-14 | |
Convertible note, beginning balance | 0 | |
Convertible note, proceeds | 25,000 | |
Convertible note, accrued interest | 1,250 | |
Convertible note, payments | -1,250 | |
Convertible note, amortization of debt discount | 276 | |
Convertible note, unamortized debt discount | -1,985 | |
Convertible note, ending balance | 23,291 | |
Convertible note, maturity date | 31-Oct-17 | |
Series C - Note 6 | ||
Debt Instrument [Line Items] | ||
Convertible note, issuance date | 31-Oct-14 | |
Convertible note, beginning balance | 0 | |
Convertible note, proceeds | 50,000 | |
Convertible note, accrued interest | 15,000 | |
Convertible note, payments | -1,500 | |
Convertible note, amortization of debt discount | 146 | |
Convertible note, unamortized debt discount | -2,625 | |
Convertible note, ending balance | $47,521 | |
Convertible note, maturity date | 31-Oct-17 |
Convertible_Notes_Summary_of_S
Convertible Notes - Summary of Series B, C and Individually Issued Notes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Series B - Convertible Notes | ||
Debt Instrument [Line Items] | ||
Convertible notes, beginning of period | $2,015,000 | $2,015,000 |
Less: unamortized debt discount | -76,706 | -158,131 |
Convertible notes principal, net | 1,938,294 | 1,856,869 |
Less: Payment in period | -241,800 | -235,300 |
Added: Accrued interest | 241,800 | 235,300 |
Total convertible notes, net | 1,938,294 | 1,856,869 |
Less: Short term portion, net | 0 | 0 |
Long term portion, net | 1,938,294 | 1,856,869 |
Series C - Convertible Notes | ||
Debt Instrument [Line Items] | ||
Convertible notes, beginning of period | 220,000 | 0 |
Less: unamortized debt discount | -12,198 | 0 |
Convertible notes principal, net | 207,802 | 0 |
Less: Payment in period | -12,167 | 0 |
Added: Accrued interest | 12,167 | 0 |
Total convertible notes, net | 207,802 | 0 |
Less: Short term portion, net | 0 | 0 |
Long term portion, net | 207,802 | 0 |
Individually Issued Convertible Note | ||
Debt Instrument [Line Items] | ||
Convertible notes, beginning of period | 300,000 | 0 |
Less: unamortized debt discount | -19,125 | 0 |
Convertible notes principal, net | 280,875 | 0 |
Less: Payment in period | -66,504 | 0 |
Added: Accrued interest | 26,504 | 0 |
Total convertible notes, net | 240,875 | 0 |
Less: Short term portion, net | 54,263 | 0 |
Long term portion, net | $186,612 | $0 |
Convertible_Notes_LongTerm_Deb
Convertible Notes - Long-Term Debt Maturities (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Series B Notes - Long-Term Debt Maturities | |
Debt Instrument [Line Items] | |
Principal payments, 2015 | $1,865,000 |
Principal payments, 2016 | 150,000 |
Principal payments, 2017 | 0 |
Principal payments, 2018 | 0 |
Principal payments, 2019 | 0 |
Interest payments, 2015 | 241,800 |
Interest payments, 2016 | 4,500 |
Interest payments, 2017 | 0 |
Interest payments, 2018 | 0 |
Interest payments, 2019 | 0 |
Amortization expense, 2015 | 75,155 |
Amortization expense, 2016 | 1,550 |
Amortization expense, 2017 | 0 |
Amortization expense, 2018 | 0 |
Amortization expense, 2019 | 0 |
Series C Notes - LongTerm Debt Maturities | |
Debt Instrument [Line Items] | |
Principal payments, 2015 | 0 |
Principal payments, 2016 | 0 |
Principal payments, 2017 | 220,000 |
Principal payments, 2018 | 0 |
Principal payments, 2019 | 0 |
Interest payments, 2015 | 22,000 |
Interest payments, 2016 | 22,000 |
Interest payments, 2017 | 10,250 |
Interest payments, 2018 | 0 |
Interest payments, 2019 | 0 |
Amortization expense, 2015 | 4,760 |
Amortization expense, 2016 | 4,760 |
Amortization expense, 2017 | 2,678 |
Amortization expense, 2018 | 0 |
Amortization expense, 2019 | 0 |
Non-Affiliate Issued Convertible Note | |
Debt Instrument [Line Items] | |
Principal payments, 2015 | 60,000 |
Principal payments, 2016 | 60,000 |
Principal payments, 2017 | 140,000 |
Principal payments, 2018 | 0 |
Principal payments, 2019 | 0 |
Interest payments, 2015 | 27,884 |
Interest payments, 2016 | 20,748 |
Interest payments, 2017 | 2,625 |
Interest payments, 2018 | 0 |
Interest payments, 2019 | 0 |
Amortization expense, 2015 | 8,500 |
Amortization expense, 2016 | 8,500 |
Amortization expense, 2017 | 2,125 |
Amortization expense, 2018 | 0 |
Amortization expense, 2019 | $0 |
Convertible_Notes_Details_Narr
Convertible Notes (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | ||
Amortization of debt discount | $116,904 | $79,875 |
Convertible Notes - Series B | ||
Debt Instrument [Line Items] | ||
Convertible notes, sold | 150,000 | |
Convertible notes, payment terms | Series B Notes pay interest at a rate of 12% per annum, payable to the holder at 1% per month. | |
Convertible notes, price per share for conversion of shares of common stock | $0.10 | |
Additional paid in capital and discount | 244,275 | 244,275 |
Amortization of debt discount | 81,425 | |
Convertible note, accrued interest | 241,800 | |
Private placement, 12% convertible notes, principal amount | 1,865,000 | |
Private placement, maturity date, description | Series B Notes issued December 3, 2012 for $1,865,000 mature on December 31, 2013 and Series B Notes issued March 27, 2013 for $150,000 mature on March 31, 2016. | |
Common stock issued | 5,315,000 | |
Convertible Notes - Series C | ||
Debt Instrument [Line Items] | ||
Convertible notes, sold | 75,000 | |
Convertible notes, payment terms | Series C Notes bear interest at a rate of 12% per annum, payable to the holder at 1% per month, with principal amount due May 31, 2017. | |
Convertible notes, price per share for conversion of shares of common stock | $0.15 | |
Additional paid in capital and discount | 11,655 | |
Amortization of debt discount | 2,081 | |
Convertible note, accrued interest | 12,168 | |
Private placement, 12% convertible notes, principal amount | 95,000 | |
Private placement, maturity date | 31-May-17 | |
Common stock issued | 170,000 | |
Individual - Convertible Note | ||
Debt Instrument [Line Items] | ||
Convertible notes, sold | 300,000 | |
Convertible notes, payment terms | 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 | $0.15 | |
Note holder additions | The non-affiliate will receive 300,000 shares as part of the note agreement. | |
Additional paid in capital and discount | 25,500 | |
Amortization of debt discount | 6,375 | |
Convertible note, accrued interest | $26,504 | |
Private placement, maturity date | 27-Feb-17 | |
Common stock issued | 300,000 |
Royalty_Financing_Details_Narr
Royalty Financing (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Royalty Financing | ||
Proceeds from Royalty Financing | $2,000,000 | $0 |
Payments for royalties | 104,819 | |
Accrued Interest payable | 58,374 | |
Discount amortization expense | $78,614 |
Income_Taxes_Deferred_Taxes_De
Income Taxes - Deferred Taxes (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ||
Deferred tax asset | $563,981 | $513,841 |
Less valuation allowance | -563,981 | -513,841 |
Net deferred tax asset | $0 | $0 |
Income_Taxes_Effective_Income_
Income Taxes - Effective Income Tax Rate Reconciliation (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Expected Provision (based on statutory rate) | ($52,849) | ($21,172) |
Increase to deferred tax valuation allowance for net operating loss carry forward | 52,849 | 21,172 |
Net provision | $0 | $0 |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Operating loss carryforward | $1,689,603 | |
Operating loss carryforward, expiration | 31-Dec-17 | |
Income taxes at statutory tax rates | 34.00% | |
Income tax payable | 109,004 | |
Income tax credit | 5,385 | |
Income tax payments | $34,480 |
Major_Customers_Details
Major Customers (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue, Major Customer [Line Items] | ||
Major customer percent of revenue | 16.00% | 83.00% |
Contract A | ||
Revenue, Major Customer [Line Items] | ||
Major customer revenues | 640,877 | 1,129,902 |
Major customer percent of revenue | 12.00% | 35.00% |
Contract E | ||
Revenue, Major Customer [Line Items] | ||
Major customer revenues | 933,929 | 1,035,393 |
Major customer percent of revenue | 17.00% | 32.00% |
Major customers accounts receivable closing balance | 58,081 | 95,552 |
Major customers accounts receivable percentage | 7.00% | 40.00% |
Contract F | ||
Revenue, Major Customer [Line Items] | ||
Major customer revenues | 575,642 | 575,400 |
Major customer percent of revenue | 11.00% | 18.00% |
Major customers accounts receivable closing balance | 46,067 | 46,796 |
Major customers accounts receivable percentage | 5.00% | 20.00% |
Contract H | ||
Revenue, Major Customer [Line Items] | ||
Major customers accounts receivable closing balance | 30,220 | 54,757 |
Major customers accounts receivable percentage | 4.00% | 23.00% |
Major_Vendors_and_Service_Agre1
Major Vendors and Service Agreements (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Major Vendors And Service Agreements | ||
Expenses for system software and support | $56,096 | $61,972 |
Consulting agreement with Jabi, Inc. | The company has a business consulting agreement with Jabi Inc. As part of the agreement the company is required to pay a fee of $5,200 per month plus expenses. The contract is subject for renewal January 1, 2015; see Note 16 for new terms. The agreement is renewable on a yearly basis. | |
Reading agreement with PIH | The company has two professional services agreements with Partners Imaging Holdings LLC ("PIH"). In the billing and collection agreement PIH is to provide billing and collection services on behalf of PIV, PIN, and PIC. PIH will process billing information generated by the subsidiaries and will invoice payors accordingly. PIH is to collect revenues generated by the subsidiaries and remit accordingly. The company shall pay PIH for the professional services performed relating to billing and collection at a rate of (five) 5% of revenues collected on behalf of the company. The agreement is due to terminate on October 1, 2015. In the reading agreement PIH is to provide the professional services through the designated licensed Physicians and its affiliates of PIH. Readings are to be provided via tele-radiology and not required to be on-site. Reading fees vary by the type of modality read on flat per read basis. The agreement shall be for one (1) year, commencing October 31, 2014. |
Common_Stock_Transactions_Deta
Common Stock Transactions (Details Narrative) (USD $) | 12 Months Ended | ||
Dec. 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, Series C convertible notes, shares | 220,000 | ||
Shares issued, Series C convertible notes, value | 14,280 | ||
Shares issued for services, shares | 5,000 | ||
Shares issued for services, value | $150 |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Going Concern | ||
Total Comprehensive Income (Loss) | ($155,437) | ($62,271) |
Working capital deficit | $352,837 |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (USD $) | 12 Months Ended | 1 Months Ended |
Dec. 31, 2014 | Jan. 31, 2015 | |
Subsequent Event [Line Items] | ||
Common stock issued for services | 5,000 | |
Subsequent Event | Convertible Notes - Series C | ||
Subsequent Event [Line Items] | ||
Convertible notes issued | $20,000 | |
Convertible notes issued, bonus shares | 20,000 | |
Subsequent Event | Common Stock | ||
Subsequent Event [Line Items] | ||
Common stock issued for services | 200,000 | |
Subsequent Event | Stock Options | Chief Financial Officer | ||
Subsequent Event [Line Items] | ||
Stock options, issued | 1,600,000 | |
Stock options, expiration period | 5 years | |
Stock options, exercise price | $0.15 | |
Subsequent Event | Stock Options | Chief Executive Officer | ||
Subsequent Event [Line Items] | ||
Stock options, issued | 4,200,000 | |
Stock options, expiration period | 5 years | |
Stock options, exercise price | $0.15 | |
Subsequent Event | Stock Options | Jabi Inc. | ||
Subsequent Event [Line Items] | ||
Stock options, issued | 4,200,000 | |
Stock options, expiration period | 5 years | |
Stock options, exercise price | $0.15 | |
Subsequent Event | Consulting Agreement - Jabi Inc. | ||
Subsequent Event [Line Items] | ||
Monthly consulting fee | $10,000 | |
Stock options issued | 4,200,000 | |
Stock options exercise price | $0.15 | |
Stock options expiration date | 31-Dec-19 |