Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 27, 2014 | Jun. 30, 2013 | |
Document Information [Line Items] | ' | ' | ' |
Entity Registrant Name | 'First Choice Healthcare Solutions, Inc. | ' | ' |
Entity Central Index Key | '0001416876 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Trading Symbol | 'FCHS | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 16,793,248 | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Public Float | ' | ' | $4,844,685 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets | ' | ' |
Cash | $739,158 | $67,045 |
Cash-restricted | 256,246 | 221,148 |
Accounts receivable | 1,272,155 | 527,867 |
Prepaid and other current assets | 140,580 | 69,970 |
Capitalized financing costs, current portion | 57,348 | 57,348 |
Total current assets | 2,465,487 | 943,378 |
Property, plant and equipment, net of accumulated depreciation of $1,959,127 and $1,465,939 | 8,662,057 | 8,756,631 |
Other assets | ' | ' |
Capitalized financing costs, long term portion | 131,540 | 152,911 |
Patient list, net of accumulated amortization of $35,000 and $24,391 | 265,000 | 275,609 |
Patents | 286,500 | 0 |
Deposits | 2,713 | 2,719 |
Total other assets | 685,753 | 431,239 |
Total assets | 11,813,297 | 10,131,248 |
Current liabilities | ' | ' |
Accounts payable and accrued expenses | 459,000 | 576,209 |
Stock based payable | 166,340 | 0 |
Line of credit, short term | 800,000 | 0 |
Notes payable, current portion | 743,787 | 690,586 |
Note payable, related party | 0 | 300,000 |
Convertible note payable, net of unamortized debt discount of $160,543 | 0 | 43,537 |
Unearned revenue | 74,934 | 39,438 |
Total current liabilities | 2,244,061 | 1,649,770 |
Long term debt: | ' | ' |
Deposits held | 72,901 | 47,399 |
Revolving line of credit, related party | 0 | 153,330 |
Convertible note payable, long term portion | 2,347,403 | 0 |
Notes payable, long term portion | 8,935,473 | 9,410,296 |
Derivative liability | 0 | 171,987 |
Total long term debt | 11,355,777 | 9,783,012 |
Total liabilities | 13,599,838 | 11,432,782 |
Stockholders' deficit | ' | ' |
Preferred stock, $0.01 par value; 1,000,000 shares authorized, Nil issued and outstanding | 0 | 0 |
Common stock, $0.001 par value; 100,000,000 shares authorized, 16,747,248 and 12,706,795 shares issued and outstanding as of December 31, 2013 and 2012, respectively | 16,747 | 12,707 |
Additional paid in capital | 11,560,249 | 7,244,993 |
Common stock subscriptions | 0 | 100,000 |
Accumulated deficit | -13,363,537 | -8,659,234 |
Total stockholders' deficit | -1,786,541 | -1,301,534 |
Total liabilities and stockholders' deficit | $11,813,297 | $10,131,248 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Accumulated depreciation of property plant and equipment (in dollars) | $1,959,127 | $1,465,939 |
Accumulated amortization (in dollars) | 35,000 | 24,391 |
Debt Instrument, Unamortized Discount | ' | $160,543 |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 16,747,248 | 12,706,795 |
Common stock, shares outstanding | 16,747,248 | 12,706,795 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Revenues: | ' | ' |
Net patient service revenue | $5,459,373 | $2,645,310 |
Rental revenue | 1,048,469 | 1,160,037 |
Total revenue | 6,507,842 | 3,805,347 |
Operating expenses: | ' | ' |
Salaries and benefits | 3,096,285 | 1,593,245 |
Other operating expenses | 1,715,942 | 865,641 |
General and administrative | 1,705,154 | 1,314,302 |
Impairment of investment | 450,000 | 0 |
Depreciation and amortization | 518,611 | 309,899 |
Total operating expenses | 7,485,992 | 4,083,087 |
Net income (loss) from operations | -978,150 | -277,740 |
Other income (expense): | ' | ' |
Miscellaneous income | 3,063 | 3,000 |
Gain (loss) on change in fair value of derivative liability | 32,218 | -987 |
Amortization financing costs | -57,348 | -57,348 |
Interest expense, net | -3,704,086 | -563,391 |
Total other (expense) | -3,726,153 | -618,726 |
Net loss before provision for income taxes | -4,704,303 | -896,466 |
Income taxes (benefit) | 0 | -23,103 |
Net loss | ($4,704,303) | ($873,363) |
Net loss per common share, basic and diluted (in dollars per share) | ($0.35) | ($0.07) |
Weighted average number of common shares outstanding, basic and diluted (in shares) | 13,529,294 | 12,644,784 |
CONSOLIDATED_STATEMENT_OF_STOC
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (USD $) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock Subscriptions [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2011 | ($1,025,896) | $0 | $12,463 | $6,747,512 | $0 | ($7,785,871) |
Balance (in shares) at Dec. 31, 2011 | ' | 0 | 12,462,750 | ' | ' | ' |
Common stock issued for acquisitions | 497,725 | 0 | 244 | 497,481 | ' | 0 |
Common stock issued for acquisitions (in shares) | ' | 0 | 244,045 | ' | ' | ' |
Common stock subscriptions received | 100,000 | 0 | 0 | 0 | 100,000 | 0 |
Reclassification of derivative liability to equity upon convertible note payoff | 0 | ' | ' | ' | ' | ' |
Beneficial conversion feature in connection with note payable | 0 | ' | ' | ' | ' | ' |
Net loss | -873,363 | 0 | 0 | 0 | 0 | -873,363 |
Balance at Dec. 31, 2012 | -1,301,534 | 0 | 12,707 | 7,244,993 | 100,000 | -8,659,234 |
Balance (in shares) at Dec. 31, 2012 | ' | 0 | 12,706,795 | ' | ' | ' |
Common stock issued for services rendered | 383,101 | 0 | 534 | 382,567 | 0 | 0 |
Common stock issued for services rendered (in shares) | ' | 0 | 533,822 | ' | ' | ' |
Common stock issued in settlement of line of credit | 624,000 | 0 | 1,386 | 622,614 | 0 | 0 |
Common stock issued in settlement of line of credit (in shares) | ' | 0 | 1,386,667 | ' | ' | ' |
Common stock issued in settlement of related party line of credit | 142,484 | 0 | 317 | 142,167 | 0 | 0 |
Common stock issued in settlement of related party line of credit (in shares) | ' | 0 | 316,631 | ' | ' | ' |
Common stock issued in connection with loan modification | 96,000 | 0 | 100 | 95,900 | 0 | 0 |
Common stock issued in connection with loan modification (in shares) | ' | 0 | 100,000 | ' | ' | ' |
Common stock issued for subscription | 0 | 0 | 66 | 99,934 | -100,000 | 0 |
Common stock issued for subscription (in shares) | ' | 0 | 66,666 | ' | ' | ' |
Common stock issued for acquisitions | 450,000 | 0 | 1,000 | 449,000 | 0 | 0 |
Common stock issued for acquisitions (in shares) | ' | 0 | 1,000,000 | ' | ' | ' |
Common stock issued to acquire patent rights | 286,500 | 0 | 637 | 285,863 | 0 | 0 |
Common stock issued to acquire patent rights (in shares) | ' | 0 | 636,666 | ' | ' | ' |
Reclassification of derivative liability to equity upon convertible note payoff | 366,094 | 0 | 0 | 366,094 | 0 | 0 |
Beneficial conversion feature in connection with note payable | 1,871,117 | 0 | 0 | 1,871,117 | 0 | 0 |
Net loss | -4,704,303 | 0 | 0 | 0 | 0 | -4,704,303 |
Balance at Dec. 31, 2013 | ($1,786,541) | $0 | $16,747 | $11,560,249 | $0 | ($13,363,537) |
Balance (in shares) at Dec. 31, 2013 | ' | 0 | 16,747,247 | ' | ' | ' |
CONSOLIDATED_STATEMENT_OF_STOC1
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT [Parenthetical] | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2013 | |
MedTech Diagnostics LLC [Member] | ||
Shares To Be Returned From Post Acquisition Adjustments Number Of Shares | 70,529 | ' |
Business Acquisition, Percentage of Voting Interests Acquired | ' | 10.00% |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net Loss | ($4,704,303) | ($873,363) |
Adjustments to reconcile net loss to cash used in operating activities: | ' | ' |
Depreciation | 518,611 | 309,899 |
Amortization of financing costs | 57,348 | 57,348 |
Bad debt expense | 361,284 | 0 |
Amortization of debt discount in connection with convertible note | 2,706,869 | 10,457 |
Stock based compensation | 549,441 | 0 |
Common stock issued for loan modification | 96,000 | 0 |
Impairment of investment | 450,000 | 0 |
Loss on change in fair value of debt derivative | -32,218 | 987 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -1,105,572 | -329,375 |
Accounts receivable-other | 0 | -205,000 |
Prepaid expenses and other | -70,604 | -40,265 |
Restricted funds | -35,098 | -131,209 |
Accounts payable and accrued expenses | -91,312 | 419,417 |
Unearned income | 35,496 | 15,354 |
Deferred income taxes | 0 | -23,103 |
Net cash provided by operating activities | -1,264,058 | -788,853 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Cash received from acquisition | 0 | 48,761 |
Cash payments for acquisition | 0 | -143,366 |
Purchase of equipment | -397,688 | -2,773,450 |
Net increase in deposits | 25,502 | 15,796 |
Net cash used in investing activities | -372,186 | -2,852,259 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Net (payments) proceeds from related party line of credit | -10,846 | 190,000 |
Proceeds from convertible note payable | 2,128,117 | 203,500 |
Proceeds from lines of credit | 1,373,208 | 0 |
Proceeds from issuance of notes payable, net of financing costs | 152,659 | 2,871,058 |
Proceeds from common stock subscription | 0 | 100,000 |
Net payments on notes payable | -1,334,781 | -184,704 |
Net cash provided by (used in) financing activities | 2,308,357 | 3,179,854 |
Net increase (decrease) in cash and cash equivalents | 672,113 | -461,258 |
Cash and cash equivalents, beginning of period | 67,045 | 528,303 |
Cash and cash equivalents, end of period | 739,158 | 67,045 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ' | ' |
Cash paid during the period for interest | 731,877 | 467,670 |
Cash paid during the period for taxes | 0 | 0 |
Supplemental disclosure on non-cash investing and financing activities: | ' | ' |
Common stock issued in connection with acquisition of First Choice Medical Group, Inc. | 0 | 497,725 |
Common stock issued in settlement of note payable | 624,000 | 0 |
Common stock issued in settlement of related party line of credit | 142,484 | 0 |
Common stock issued in connection with acquisition of patent | 286,500 | 0 |
Common stock issued to acquire 10% interest in MedTech Diagnostics, LLC | 450,000 | 0 |
Beneficial conversion feature on convertible note credited to additional paid-in-capital | 1,871,117 | 0 |
Reclassification of derivative liability to additional paid-in-capital | $366,094 | $0 |
ORGANIZATION_BUSINESS_AND_PRIN
ORGANIZATION, BUSINESS AND PRINCIPLES OF CONSOLIDATION | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | ' | ||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ' | ||||
NOTE 1 – ORGANIZATION, BUSINESS AND PRINCIPLES OF CONSOLIDATION | |||||
A summary of the significant accounting policies applied in the presentation of the accompanying consolidated financial statements follows: | |||||
Basis and business presentation | |||||
First Choice Healthcare Solutions, Inc., a Delaware corporation (the “Company" or "FCHS”) filed a certificate of merger (the “Certificate of Merger”) of Medical Billing Assistance, Inc., a Colorado corporation incorporated on May 30, 2007 (“Medical Billing”), into the Company. The effective date for the Certificate of Merger was April 4, 2012. Pursuant to the Certificate of Merger, Medical Billing was merged with and into the Company. The effect of the merger was that Medical Billing reincorporated from Colorado to Delaware (the “Reincorporation”). The Company is deemed to be the successor issuer of Medical Billing under Rule 12g-3 of the Securities Exchange Act of 1934, as amended. | |||||
Contemporaneously with the Reincorporation, the Company changed its name to First Choice Healthcare Solutions, Inc. to more closely align the company’s name with its target market. Otherwise, the reincorporation does not result in any change in the business, management, fiscal year, accounting, and location of the principal executive offices, assets or liabilities of the Company, formerly known as Medical Billing Assistance, Inc. | |||||
On December 29, 2010, First Choice Healthcare Solutions, Inc., formerly known as Medical Billing Assistance, Inc., entered into a share exchange agreement (the "Agreement") with FCID Holdings, Inc. and FCID Medical, Inc., acquiring 100% of the outstanding common stock of FCID Holdings, Inc. and FCID Medical, Inc. through the issuance of 10,000,000 shares of its common stock. The transaction was accounted for as a reverse acquisition as the shareholders of FCID Holdings, Inc. and FCID Medical, Inc. retained the majority of the outstanding common stock of Medical Billing Assistance, Inc. after the share exchange. Effective with the Agreement, First Choice Healthcare Solutions, Inc.’s stockholders' equity was retroactively recapitalized as that of FCID Holdings, Inc. while 100% of the assets and liabilities of First Choice Healthcare Solutions, Inc. valued at $(100,550), consisting of cash $242, investment in subsidiary of $(66,286), accounts payable of $16,677, notes payable of $16,600, interest payable of $1,079, and other liabilities of $150 were recorded as being acquired in the reverse acquisition for its 2,429,000 outstanding common shares on the acquisition date. Subsequent to the December 29, 2010 recapitalization, First Choice Healthcare Solutions, Inc., FCID Holdings, Inc. and FCID Medical, Inc. remain separate legal entities (with First Choice Healthcare Solutions, Inc. as the parent of FCID Holdings, Inc. and FCID Medical, Inc.). All references to the “Company” or “we” or “us” or “our” refer to First Choice Healthcare Solutions, Inc. and its Subsidiaries unless otherwise differentiated. For accounting purposes, FCID Holdings, Inc. and Subsidiaries is treated as the surviving entity and accounting acquirer, although First Choice Healthcare Solutions, Inc. was the legal acquirer. Accordingly, the Company’s historical financial statements are those of FCID Holdings, Inc. and Subsidiaries. | |||||
All references to common stock, share and per share amounts have been retroactively restated to reflect the reverse capitalization as if the transaction had taken place as of the beginning of the earliest period presented. | |||||
FCID Holdings, Inc. was incorporated in the State of Florida on February 25, 2010. FCID Holdings, Inc. was formed to act as a holding corporation for other business entities as needed, including Marina Towers, LLC, a Florida limited liability company that owns and manages a commercial real estate office building. Marina Towers, LLC was formed in the State of Florida on July 24, 2003. Effective September 30, 2010, in an acquisition classified as a transaction between parties under common control, FCID Holdings, Inc. acquired all the outstanding membership interests of Marina Towers, LLC (12,000,000 FCID Holdings, Inc. common shares were issued for 60 Class A and 40 Class B membership interests of Marina Towers, LLC), making Marina Towers, LLC a wholly owned subsidiary of FCID Holdings, Inc. | |||||
The consolidated financial statements include the activity of Marina Towers, LLC from the date of its formation as if the transaction between the parties under common control had taken place as of the beginning of the earliest period presented. | |||||
On April 2, 2012, The Company, First Choice Healthcare Solutions, completed its acquisition of First Choice Medical Group of Brevard, LLC (“First Choice – Brevard”), pursuant to the Membership Interest Purchase Closing Agreement (the “Purchase Agreement”), dated the same date. The Company has been managing the practice of First Choice – Brevard since November 1, 2011, pursuant to a Management Services Agreement (the “Management Agreement”). | |||||
The purchase price for the acquisition was $2,360,848, as adjusted, of which approximately $1.15 million was paid in cash, accounts receivable due the Company of $508,000 and the balance, net of closing adjustments including invoiced service fees, was paid by issuing to the members of First Choice – Brevard 244,045 shares, as adjusted, of the Company’s restricted common stock. | |||||
First Choice - Brevard is a multi-specialty medical group including orthopedics (both operative and non-operative), sports medicine, pain management and neurology. The practice is located in Marina Towers, a Class A office building owned by the Company. | |||||
A preliminary estimate of the fair values of the assets acquired and liabilities assumed at the date of acquisition are as follows: | |||||
Assets acquired: | |||||
Current assets: | |||||
Cash | $ | 48,761 | |||
Accounts receivable | 325,300 | ||||
Total current assets | 374,061 | ||||
Property and equipment | 1,731,590 | ||||
Other assets: | |||||
Customer list | 300,000 | ||||
Total acquired assets | 2,405,651 | ||||
Liabilities assumed: | |||||
Accounts payable | 44,802 | ||||
Net assets acquired | $ | 2,360,849 | |||
The consolidated financial statements include the accounts of the Company, including FCID Holdings, Inc., FCID Medical, Inc., First Choice Medical Group of Brevard, LLC and Marina Towers, LLC which are all wholly-owned subsidiaries of FCHS. All significant intercompany balances and transactions have been eliminated in consolidation. | |||||
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Significant Accounting Policies [Text Block] | ' |
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES | |
Use of Estimates | |
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. | |
Revenue Recognition | |
The Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. | |
ASC 605-10 incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arraignments (“ASC 605-25”). ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing 605-25 on the Company's financial position and results of operations was not significant. | |
Accounts Receivable | |
Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. As of December 31, 2013 and 2012, the Company wrote off $361,284 and $-0- and charged to operations respectively. | |
Capitalized financing costs | |
Capitalized financing costs represent costs incurred in connection with obtaining the debt financing. These costs are amortized ratably and charged to financing expenses over the term of the related debt. The amortization for the years ended December 31, 2013 and 2012 was $57,348 and $57,348, respectively. Accumulated amortization of deferred financing costs were $133,812 and $76,464 at December 31, 2013 and 2012, respectively. | |
Concentrations of Credit Risk | |
The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Generally, the Company’s cash and cash equivalents in interest-bearing accounts may exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management. | |
Cash and Cash Equivalents | |
The Company considers cash and cash equivalents to consist of cash on hand and investments having an original maturity of 90 days or less that are readily convertible into cash. As of December 31, 2013, the Company had $739,158 in cash. | |
Segment Information | |
Accounting Standards Codification subtopic Segment Reporting 280-10 (“ASC 280-10”) establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The information disclosed herein materially represents all of the financial information related to the Company’s principal two operating segments (see Note 15). | |
Patient list | |
Patient list is comprised of acquired patients in connection with the acquisition of First Choice - Brevard and is amortized ratably over the estimated useful life of 15 years. Amortization for the years ended December 31, 2013 and 2012 was $20,000 and $15,000, respectively. Accumulated amortization of patient list costs were $35,000 and $24,391 at December 31, 2013 and 2012, respectively. | |
Long-Lived Assets | |
The Company follows FASB ASC 360-10-15-3, “Impairment or Disposal of Long-lived Assets,” which established a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. | |
At December 31, 2013, the Company’s management performed an evaluation of its investment in MedTech for purposes of determining the implied fair value of the asset at December 31, 2013. The test indicated that the recorded remaining book value of its investment exceeded its fair value for the year ended December 31, 2013. As a result, upon completion of the assessment, management recorded a non-cash impairment charge of $450,000, net of tax, or $0.03 per share during the year ended December 31, 2013 to reduce the carrying value of the investment to $0. Considerable management judgment is necessary to estimate the fair value. Accordingly, actual results could vary significantly from management’s estimates. (see Note 6). | |
Property and Equipment | |
Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 20 to 39 years. | |
Net Loss Per Share | |
The Company accounts for net loss per share in accordance with Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”), which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the statement of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS. | |
Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of potentially issuable common shares such as those related to our issued convertible debt, warrants and stock options. Diluted net loss per share for years ending December 31, 2013 and 2012 does not reflect the effects of 3,414,070 and 2,029,686 shares, respectively, potentially issuable upon the conversion of our convertible note payable or the exercise of the Company's stock options and warrants (calculated using the treasury stock method) as of December 31, 2013 and 2012 as including such would be anti-dilutive. | |
Stock-Based Compensation | |
Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The Company measures the fair value of the share-based compensation issued to non-employees using the stock price observed in the arms-length private placement transaction nearest the measurement date (for stock transactions) or the fair value of the award (for non-stock transactions), which were considered to be more reliably determinable measures of fair value than the value of the services being rendered. The measurement date is the earlier of (1) the date at which commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. As of December 31, 2013, the Company had no non-employee options outstanding to purchase shares of common stock. | |
Derivative Instrument Liability | |
The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At December 31, 2013 and 2012, the Company did not have any derivative instruments that were designated as hedges. | |
Fair Value | |
Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. | |
The company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value. Neither of these statements had an impact on the Company’s financial position, results of operations nor cash flows. | |
Patents | |
Intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are not amortized, but are tested for impairment annually. The Company’s intangible assets with finite lives are patent costs, which are amortized over their economic or legal life, whichever is shorter. These patent costs were acquired on September 7, 2013 by the issuance of 636,666 shares of the Company’s common stock to a related party (See Note 12). The shares of common stock were valued at $286,500, which was estimated to be approximately the fair value of the patent acquired and did not materially differ from the fair value of the common stock. | |
Income Taxes | |
The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. | |
Recent Accounting Pronouncements | |
There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s condensed consolidated financial position, results of operations or cash flows. | |
LIQUIDITY
LIQUIDITY | 12 Months Ended |
Dec. 31, 2013 | |
Liquidity Disclosures [Abstract] | ' |
Liquidity Disclosure [Text Block] | ' |
NOTE 3 — LIQUIDITY | |
The Company incurred various non-recurring expenses in 2012 in connection with operating startup costs relating to the acquisition of a medical practice. Management believes the positive year-end earnings before interest, taxes, depreciation and amortization and the continuing trend of positive growth before interest, taxes, depreciation and amortization through 2014 will support improved liquidity. Moreover, the Company issued and sold to Hillair Capital Investments, L.P. a $2,320,000 8% Original Issue Discount Convertible Debenture, raising net proceeds of $2,000,000 less customary legal and due diligence fees. The Company then paid off or converted to equity a total of $1,238,480 in debt and modified its $1.5 million line of credit with CT Capital, providing for the reduction of the annual interest rate from 12% per annum to 6% per annum in exchange for the issuance of 100,000 restricted shares of the Company’s common stock. As of December 31, 2013, the Company has used $800,000 of the available CT Capital line of credit. | |
The Marina Towers building is fully occupied. The Company believes that ongoing operations of Marina Towers, LLC, the current strong, positive cash balance along with continued execution of its business development plan will allow the Company to further improve its working capital; and that it will have sufficient capital resources to meet projected cash flow requirements through the date that is one year plus a day from the filing date of this report. However, there can be no assurance that the Company will be successful in fully executing its business development plan. | |
CASH_RESTRICTED
CASH - RESTRICTED | 12 Months Ended |
Dec. 31, 2013 | |
Cash and Cash Equivalents [Abstract] | ' |
Restricted Cash and Cash Equivalents Disclosure [Text Block] | ' |
NOTE 4 — CASH - RESTRICTED | |
Cash-restricted is comprised of funds deposited to and held by the mortgage lender for payments of property taxes, insurance, replacements and major repairs of the Company's commercial building. The majority of the restricted funds are reserved for tenant improvements. | |
PROPERTY_PLANT_AND_EQUIPMENT
PROPERTY, PLANT, AND EQUIPMENT | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | |||||||
NOTE 5 — PROPERTY, PLANT, AND EQUIPMENT | ||||||||
Property, plant and equipment at December 31, 2013 and 2012 are as follows: | ||||||||
2013 | 2012 | |||||||
Land | $ | 1,000,000 | $ | 1,000,000 | ||||
Building | 3,055,168 | 3,055,168 | ||||||
Building improvements | 3,953,846 | 3,806,771 | ||||||
Automobiles | 29,849 | 29,849 | ||||||
Computer equipment | 210,698 | 186,549 | ||||||
Medical equipment | 2,238,639 | 2,039,393 | ||||||
Office equipment | 132,984 | 104,840 | ||||||
10,621,184 | 10,222,570 | |||||||
Less: accumulated depreciation | -1,959,127 | -1,465,939 | ||||||
$ | 8,662,057 | $ | 8,756,631 | |||||
During the year ended December 31, 2013 and 2012, depreciation expense charged to operations was $483,797 and $309,899, respectively. | ||||||||
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2013 | |
Equity Method Investments and Joint Ventures [Abstract] | ' |
Equity Method Investments and Joint Ventures Disclosure [Text Block] | ' |
NOTE 6 — INVESTMENTS | |
On September 7, 2013, the Company acquired an aggregate 10% membership interest in MedTech Diagnostics, LLC, a Florida distributor of multi-test medical diagnostic equipment. The investment is recorded at an aggregate cost of $450,000, which was determined at the date of the acquisition, and based on the fair value of the underlying issued common shares, or $0.45 per share. More specifically, the Company acquired a 3.75% membership interest for 375,000 shares of its common stock valued at the date of the acquisition of $168,750; and a 6.25% membership interest valued at the date of the acquisition of $281,250. At December 31, 2013, the Company’s management performed an evaluation of its investment in MedTech for purposes of determining the implied fair value of the asset at December 31, 2013. The test indicated that the recorded remaining book value of its investment exceeded its fair value for the year ended December 31, 2013. As a result, upon completion of the assessment, management recorded a non-cash impairment charge of $450,000, net of tax, or $0.03 per share during the year ended December 31, 2013 to reduce the carrying value of the investment to $0. Considerable management judgment is necessary to estimate the fair value. Accordingly, actual results could vary significantly from management’s estimates. | |
LINES_OF_CREDIT
LINES OF CREDIT | 12 Months Ended |
Dec. 31, 2013 | |
Line Of Credit Facility [Abstract] | ' |
Line Of Credit Facilities [Text Block] | ' |
NOTE 7 — LINES OF CREDIT | |
Line of Credit, CT Capital | |
On June 13, 2013, the Company’s subsidiary, First Choice Medical Group of Brevard, LLC, entered into a Loan and Security Agreement (the “Loan Agreement”) with CT Capital. Ltd., d/b/a CT Capital, LP, a Florida limited liability partnership (the “Lender”). Under the Loan Agreement, the Lender committed to make an accounts receivable line of credit in the maximum aggregate amount of $1,500,000 to First Choice Medical Group of Brevard, LLC with an interest rate of 12% per annum (the “Loan”). The maturity date of the Loan is December 31, 2016 (the “Maturity Date”). Interest shall be due and payable monthly. Upon default, the interest may be adjusted to the highest rate permissible by law. The Loan is secured by the accounts receivable, and assets of the Company’s subsidiary, First Choice Medical Group of Brevard, LLC. The assets constitute the collateral for the repayment of the Loan. The Loan Agreement also includes covenants, representations, warranties, indemnities and events of default that are customary for facilities of this type. The advance rate is defined as: 80% of all receivables to be 120 days or less at the net collection rate of approximately 27% of total billings, excluding patient billings and collections. Additionally, allowable accounts receivable will also include 50% of all accounts receivable protected by Legal Letters of Protection. At any time, the Lender may convert all or any portion of the outstanding principal amount or interest on the Loan into the common stock of the Company at a price equal to $0.75 per share. The Company did not record an embedded beneficial conversion feature in the note since the fair value of the common stock did not exceed the conversion rate at the date of commitment. | |
On November 8, 2013, in consideration for a fee of 100,000 shares of the Company’s common stock, restricted pursuant to Rule 144, CT Capital agreed to modify the line of credit to the Company’s subsidiary, First Choice Medical Group of Brevard, LLC. Under the loan modification agreement, the annual rate of interest was reduced from 12% per annum to 6% per annum and will remain at 6% until November 1, 2015. All other terms under the June 13, 2013 Loan and Security Agreement will remain the same. | |
The obligations of the Company under the Loan Agreement are guaranteed by certain affiliates of the Company, including a personal guarantee issued by the Company’s Chief Executive Officer. | |
Line of Credit, MTI Capital | |
On May 1, 2013, the Company entered into a loan commitment whereby MTI Capital LLC provided a line of credit up to $2,000,000 in the form of a convertible loan with interest at 12% per annum, payable monthly with principal due two years from the effective date of the loan. On August 28, 2013, the Company amended the loan agreement to change the conversion rate from $0.75 per share to $0.45 per share. | |
In the third quarter 2013, the Company did not record an embedded beneficial conversion feature in the note since the fair value of the common stock did not exceed the conversion rate at the date of commitment or amendment. | |
On November 8, 2013, MTI converted the then outstanding balance of $624,000 principal and interest amount on the loan, into shares of the Company’s common stock at a price equal to $0.45 per share for a total of 1,386,667 shares issued. Our corporate transfer agent reported to us that MTI redistributed the majority of its shares in our Company to unaffiliated third parties. | |
LINE_OF_CREDIT_RELATED_PARTY
LINE OF CREDIT, RELATED PARTY | 12 Months Ended |
Dec. 31, 2013 | |
Line Of Credit Facility [Abstract] | ' |
Line Of Credit Related Party [Text Block] | ' |
NOTE 8 — LINE OF CREDIT, RELATED PARTY | |
On February 1, 2012, the Company opened a $500,000 unsecured, revolving line of credit loan with CCR of Melbourne, Inc., an entity jointly owned and controlled at that time by the Company's Chief Executive Officer and Carmen Romandetti, the Chief Executive Officer’s father. The revolving line of credit loan was to mature on October 1, 2015 with interest at a per annum rate of 8.5% beginning March 1, 2012. Advances on the line of credit were at the sole discretion of CCR of Melbourne, Inc. The Company accrued $11,153 and $6,339 as related party interest for the years ended December 31, 2013 and 2012, respectively. | |
On November 8, 2013, CCR converted the then outstanding balance of $142,483.52, representing all of the outstanding related party principal and interest amount on the loan, into shares of the Company’s common stock at a price equal to $0.45 per share for a total of 316,631 shares issued. | |
On November 8, 2013, the Chief Executive Officer relinquished all rights, title to and ownership in CCR to Carmen Romandetti in consideration of a personal loan made to the Chief Executive Officer by Carmen Romandetti. | |
NOTE_PAYABLE_RELATED_PARTY
NOTE PAYABLE, RELATED PARTY | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Note Payable Related Party Disclosure [Text Block] | ' |
NOTE 9 — NOTE PAYABLE, RELATED PARTY | |
The Company entered into an unsecured loan agreement with HS Real Company, LLC (“HSR”) on May 17, 2012 for $100,000 at an interest rate of 12% per annum (the "HSR Note"). On August 5, 2012, HSR increased the principal amount to $250,000, and subsequently HSR advanced an additional $50,000 to the Company, bringing the aggregate principal amount of the HSR Note to $300,000, all of which was due and payable to HSR on December 31, 2012. The Company paid $27,556 and $17,053 as interest on the HSR note for the years ended December 31, 2013 and 2012, respectively. | |
On November 8, 2013, the Company paid off the HSR Note in full, remitting HSR $300,000 for the outstanding principal and interest balance due on the HSR Note. | |
CONVERTIBLE_NOTES_PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Stockholders' Equity Note Disclosure [Text Block] | ' | |||||||
NOTE 10 — CONVERTIBLE NOTES PAYABLE | ||||||||
Convertible notes payable at December 31, 2013 and 2012 are as follows: | ||||||||
2013 | 2012 | |||||||
Note payable, 8% per annum due November 1, 2015, including accrued interest | $ | 2,347,403 | $ | - | ||||
Note payable, 8% per annum due September 18, 2013, net of unamortized debt discount of $160,543 including accrued interest | - | 43,537 | ||||||
2,347,403 | 43,537 | |||||||
Less: current portion | (-) | -43,537 | ||||||
$ | 2,347,403 | $ | - | |||||
Hillair Capital Investments, L.P. | ||||||||
On November 8, 2013, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Hillair Capital Investments L.P. ("Hillair") whereby the Company received $2,000,000 in gross proceeds from Hillair in exchange for (i) a $2,320,000, 8% Original Issue Discount Convertible Debenture due December 28, 2013, subject to an extension through November 1, 2015 (the “Debenture”), and (ii) a Common Stock Purchase Warrant (the “Warrant”) to purchase up to 2,320,000 shares of the Company’s common stock (the “Common Stock”) at an exercise price of $1.35 per share, which may be exercised on a cashless basis, until November 8, 2018. | ||||||||
The Company issued to Hillair the Debenture with the Warrant for the net purchase price of $2,000,000 (reflecting the $320,000 original issue discount). Until the Debenture is no longer outstanding, the Debenture shall be convertible, in whole or in part at the option of Hillair, into shares of Common Stock, subject to certain conversion limitations set forth in the Debenture. The Company, however, has reserved the right to pay the Debenture in cash. The conversion price for the Debenture is $1.00 per share, subject to adjustment for stock splits, stock dividends, sales of securities for less than $1.00 per share or other distributions by the Company. As a result of the Company achieving certain milestones, however, the conversion price shall not be reduced to less than $1.00 per share as a result of any subsequent sales of securities for less than $1.00 per share of common stock. | ||||||||
The Company will be obligated to redeem $580,000 of principal on February 1, 2015, May 1, 2015, August 1, 2015 and November 1, 2015, plus accrued but unpaid interest and any other amounts that may be owed to the holder of the Debenture on those dates. Interest on the Debenture accrues at the rate of 8% annually and is payable quarterly on August 1, November 1, February 1, and May 1, beginning on August 1, 2014. Interest is payable in cash or at the Company’s option in shares of the Company’s common stock; provided certain conditions are met. | ||||||||
On or after May 8, 2014, the Company may elect to prepay any portion of the principal amount of the Debenture, subject to providing advance notice to the holder of the Debenture, at 120% of the then outstanding principal amount of the Debenture, plus accrued but unpaid interest and any other amounts then owed to the holder of the Debenture as further set forth therein, subject to certain conditions set forth in the Debenture. | ||||||||
To secure the Company’s obligations under the Debenture, the Company granted Hillair a security interest in certain of its and its subsidiaries’ assets in the Company as described in the Security Agreement. In addition, certain of the Company’s subsidiaries agreed to guarantee the Company’s obligations pursuant to the Subsidiary Guarantees. | ||||||||
As described above, in connection with the issuance of the debenture, the Company issued detachable warrants granting the holder the right to acquire an aggregate of 2,320,000 shares of the Company’s common stock at $1.35 per share. In accordance with ASC 470-20, the Company recognized the value attributable to the warrants and the conversion feature in the amount of $1,871,117 to additional paid-in capital and a discount against the notes. The Company valued the warrants in accordance with ASC 470-20 using the Black-Scholes pricing model and the following assumptions: contractual terms of 3.6 years, an average risk free interest rate of 1.42%, a dividend yield of 0%, and volatility of 147.94%. During the year ended December 31, 2013, the Company amortized $1,871,117 of the debt discount to operations as interest expense. | ||||||||
Convertible Notes | ||||||||
On December 14, 2012, February 19, 2013, and August 14, 2013, the Company entered into Securities Purchase Agreements for the sale of 8% convertible notes in the original principal amounts of $203,500, $103,500 and $153,500, respectively, with a lender in reliance upon the exemption from registration under Section 4(a)(2) (formerly Section 4(2)) of the Securities Act of 1933, as amended (the “Securities Act”). During the year ended December 31, 2013, the Company paid off each of these notes payable in cash. | ||||||||
The Company has identified the embedded derivatives related to the above described Notes. These embedded derivatives included certain conversion features and reset provision. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of Lender’s Note and to fair value as of each subsequent reporting date. | ||||||||
At the inception of the Notes, the Company determined the aggregate fair value of $397,325 of embedded derivatives. The fair value of the embedded derivatives was determined using the Binomial Lattice Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 98.67 to 119.96%, (3) weighted average risk-free interest rate of 0.12 % to 0.17% (4) expected life of 0.76 years, and (5) estimated fair value of the Company’s common stock of $0.60 to $2.14 per share. | ||||||||
During the year ended December 31, 2013, the Company paid off all outstanding Asher notes. As such, the Company marked to market the fair value of the debt derivative at the date(s) of payoff and reclassified the determined aggregate fair values of $366,094 to equity. The fair values of the embedded derivatives was determined using Binomial Lattice Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 116.11% to 147.94%, (3) weighted average risk-free interest rate of 0.03% to 09%, (4) expected life of 0.25 to 0.52 year, and (5) estimated fair value of the Company’s common stock of $0.55 to 1.40 per share. | ||||||||
During the years ended December 31, 2013 and 2012, the Company amortized and wrote off $2,706,869 and $10,457 of debt discount to operations as interest expense. | ||||||||
NOTES_PAYABLE
NOTES PAYABLE | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Long-term Debt [Text Block] | ' | |||||||
NOTE 11 — NOTES PAYABLE | ||||||||
Notes payable as of December 31, 2013 and 2012 are comprised of the following: | ||||||||
2013 | 2012 | |||||||
Mortgage payable | $ | 7,353,398 | $ | 7,444,580 | ||||
Note payable, GE Capital (construction), MRI | 278,287 | 450,604 | ||||||
Note payable, GE Capital (construction), 2 | 100,977 | 153,340 | ||||||
Note Payable, GE Capital (MRI) | 1,592,278 | 1,806,932 | ||||||
Note Payable, GE Capital (X-ray) | 184,001 | 213,126 | ||||||
Note Payable, GE Arm | 114,597 | - | ||||||
Note payable, Auto | 22,211 | 27,300 | ||||||
Capital lease, Equipment | 33,511 | - | ||||||
Note payable, Dr. Richard Newman | - | 5,000 | ||||||
9,679,260 | 10,100,882 | |||||||
Less: current portion | -743,787 | -690,586 | ||||||
$ | 8,935,473 | $ | 9,410,296 | |||||
Mortgage Payable | ||||||||
On August 12, 2011, the Company refinanced its existing mortgage note payable as described below providing additional working capital funds. The aggregate amount of the note of $7,550,000 bears 6.10% interest per annum with monthly payments of $45,752.61 beginning in October 2011 based on a 30 year amortization schedule with all remaining principal and interest due in full on September 16, 2016. The note is secured by land and the building along with first priority assignment of leases and rents. Tenant rents are mailed to lockbox operated by the mortgage service company. In addition, the Company's Chief Executive Officer provided a limited personal guaranty. | ||||||||
In connection with the refinancing of the mortgage note payable, the Company incurred financing costs of $286,723. The capitalized financing costs are amortized ratably over the term of the mortgage note payable. | ||||||||
Note Payable – Equipment Financing | ||||||||
On May 21, 2012, the Company completed a financing with GE Healthcare Financial Services (“GE Capital”) for approximately $2.4 million. | ||||||||
As of September 30, 2012, the Company had drawn down a total of $450,000 against the first construction loan. This construction loan is payable in 35 monthly payments (first three payments are $nil) including interest at 7.38%, beginning the earlier of a) December 2012 or b) total advances have been made in the amount of $450,000. | ||||||||
On September 24, 2012, the Company drew down a total of $150,000 against the second construction loan. This construction loan is payable in 35 monthly payments (first three payments are $nil) including interest at 7.38%, beginning the earlier of a) December 2012 or b) total advances have been made in the amount of $150,000 | ||||||||
The Company entered into an aggregate of $2,288,679 equipment finance leases subject to delivery and acceptance. All notes and finance leases have been personally guaranteed by the Company's Chief Executive Officer. | ||||||||
On August 22, 2012, the Company accepted the delivery of X-ray equipment under the equipment finance leases discussed above. As such, the component piece accepted of $212,389 is due over 60 months at $-0- the first three months; $4,300 for the remaining 57 months including interest at 7.9375% per annum. On March 8, 2013, the Company amended the finance lease to interest only payments of $1,384 for three months; $4,575 for the remaining 56 monthly payments. | ||||||||
On September 27, 2012, the Company accepted the delivery of MRI equipment under the equipment finance leases discussed above. As such, the component piece accepted of $1,771,390 is due over 60 months at $-0- the first three months; $38,152 for the remaining 57 months including interest at 7.9375% per annum. On March 8, 2013, the Company amended the finance lease to interest only payments of $11,779 for three months; $38,152 for the remaining 56 monthly payments. | ||||||||
On February 25, 2013, the Company accepted the delivery of C-arm equipment under the equipment finance leases discussed above. As such, the component piece accepted of $117,322 is due over 63 months at $-0- the first three months; $2,388 for the remaining 60 months including interest at 7.39% per annum. | ||||||||
Note Payable – Auto | ||||||||
On May 21, 2012, the Company issued a note payable, in the amount of $29,850, due in monthly installments of $593 including interest of 6.99%, due to mature in June 2017, and secured by related equipment. The outstanding balance on the note payable as of December 31, 2013 was $22,211. | ||||||||
Capital Lease – Equipment | ||||||||
On June 11, 2013, the Company entered into a lease agreement to acquire equipment with 48 monthly payments of $956.45 payable through June 1, 2017 with an effective interest rate of 14.002% per annum. The Company may elect to acquire the leased equipment at a nominal amount at the end of the lease. | ||||||||
Note Payable – Newman | ||||||||
In January 2013, the following note was paid in full. | ||||||||
In connection with the acquisition of First Choice – Brevard as described in Note 1 above, the Company assumed a $45,000 non-interest bearing, unsecured note payable to Dr. Richard Newman at $5,000 per month, matured on January 1, 2013. | ||||||||
Aggregate maturities of long-term debt as of December 31: | ||||||||
Amount | ||||||||
Year ended December 31, 2014 | $ | 743,787 | ||||||
Year ended December 31, 2015 | 715,085 | |||||||
Year ended December 31, 2016 | 7,632,286 | |||||||
Year ended December 31, 2017 | 523,608 | |||||||
Year ended December 31, 2018 and thereafter | 64,494 | |||||||
Total | $ | 9,679,260 | ||||||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
NOTE 12 — RELATED PARTY TRANSACTIONS | |
As more fully described in Note 8 – Line of Credit, Related Party above, CCR of Melbourne, Inc., an entity jointly owned and controlled at that time by the Company's Chief Executive Officer and Carmen Charles Romandetti, the Chief Executive Officer’s father, provided a $500,000 unsecured revolving line of credit to the Company. The Company accrued $11,153 and $6,339 as related party interest for the years ended December 31, 2013 and 2012, respectively. On November 8, 2013, CCR converted the then outstanding balance of $142,483.52, representing all of the outstanding related party principal and interest amount on the loan, into shares of the Company’s common stock at a price equal to $0.45 per share for a total of 316,631 shares issued. On November 8, 2013, the Chief Executive Officer relinquished all rights, title to and ownership in CCR to Carmen Romandetti in consideration of a personal loan made to the Chief Executive Officer by Carmen Romandetti. | |
As more fully described in Note 9 – Note Payable, Related Party above, the Company entered into an unsecured loan agreement with HS Real Company, LLC (“HSR”) on May 17, 2012 for $100,000 at an interest rate of 12% per annum (the "HSR Note"). On August 5, 2012, HSR increased the principal amount to $250,000, and subsequently HSR advanced an additional $50,000 to the Company, bringing the aggregate principal amount of the HSR Note to $300,000, all of which was due and payable to HSR on December 31, 2012. The Company paid $27,556 and $17,053 as interest on the HSR note for the years ended December 31, 2013 and 2012, respectively. Mr. Colin Halpern is both an Affiliate of HSR and a member of the Board of Directors of First Choice Healthcare Solutions, Inc. On November 8, 2013, the Company paid off the HSR Note, remitting HSR $300,000 for the outstanding principal and interest balance due on the HSR Note. | |
On September 7, 2013, the Company acquired a patent, US 7,789,842 B2, for an orthopedic adjustable arm sling from Donald A. Bittar, the inventor and the Company’s Chief Financial Officer. Based on the independent, third party evaluation of Professional Business Brokers, Inc., the patent was valued at $286,500. The Company issued Mr. Bittar 636,666 shares of its common stock, valued at $286,500, or $0.45 per share, which was estimated to approximate fair value of the patent acquired and did not materially differ from the fair value of the common stock at the time of issuance. | |
CAPITAL_STOCK
CAPITAL STOCK | 12 Months Ended |
Dec. 31, 2013 | |
Capital Stock [Abstract] | ' |
Capital Stock [Text Block] | ' |
NOTE 13 — CAPITAL STOCK | |
Preferred stock | |
The Company is authorized to issue 1,000,000 shares $0.01 par value preferred stock. As of December 31, 2013 and 2012, none was issued and outstanding. | |
Common stock | |
The Company is authorized to issue 100,000,000 shares of $0.001 par value common stock. As of December 31, 2013 and 2012, 16,747,248 and 12,706,795 shares were issued and outstanding, respectively. | |
On April 4, 2012, the Company affected a four-to-one (4 to 1) reverse stock split of its issued and outstanding shares of common stock, $0.001 par value (whereby every four shares of Company’s common stock will be exchanged for one share of FCHS common stock). All references in the consolidated financial statements and the notes to consolidated financial statements, number of shares, and share amounts have been retroactively restated to reflect the reverse split. The Company has restated from 49,851,000 to 12,462,750 shares of common stock issued and outstanding as of December 31, 2011 to reflect the reverse split. | |
In April 2012, the Company issued an aggregate of 244,045 shares of its common stock in connection with the acquisition of First Choice Medical Group of Brevard, LLC. | |
In July 2012, the Company sold 66,666 shares of common stock as part of a stock subscription agreement which expired December 2012. The Company received $100,000 in July 2012. The shares were issued in February 2013. | |
In December 2011, the Company issued 33,750 shares of its common stock for services rendered. The shares of common stock were valued at $116,100, which was estimated to be approximate the fair value of the Company’s common shares during the period covered by the service provided. | |
During the year ended December 31, 2013, the Company issued an aggregate of 533,822 shares of its common stock to officers, employees and service providers at an aggregate fair value of $383,101. | |
STOCK_OPTIONS_AND_WARRANTS
STOCK OPTIONS AND WARRANTS | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Stock Options and Warrants Disclosure [Abstract] | ' | ||||||||||||||||
Stock Options and Warrants Disclosure [Text Block] | ' | ||||||||||||||||
NOTE 14 — STOCK OPTIONS AND WARRANTS | |||||||||||||||||
Warrants | |||||||||||||||||
The following table summarizes the warrants outstanding and the related exercise prices for the underlying shares of the Company's common stock as of December 31, 2013: | |||||||||||||||||
Warrants Outstanding | Warrants Exercisable | ||||||||||||||||
Weighted | Weighted | ||||||||||||||||
Price | Outstanding | Expiration Date | Price | Exercisable | Price | ||||||||||||
$ | 1.35 | 2,320,000 | 8-Nov-18 | $ | 1.35 | 2,320,000 | $ | 1.35 | |||||||||
3.6 | 1,875,000 | 31-Dec-16 | 3.6 | 1,875,000 | 3.6 | ||||||||||||
4,195,000 | $ | 2.36 | 4,195,000 | $ | 2.36 | ||||||||||||
The warrant to purchase up to 2,320,000 shares of the Company’s common stock may be exercised on a cashless basis. The warrant to purchase up to 1,875,000 shares of the Company’s common stock may not be exercised on a cashless basis. | |||||||||||||||||
Transactions involving stock warrants issued to non-employees are summarized as follows: | |||||||||||||||||
Number of | Weighted | ||||||||||||||||
Shares | Average | ||||||||||||||||
Price | |||||||||||||||||
Per Share | |||||||||||||||||
Outstanding at December 31, 2011: | 1,875,000 | $ | 3.6 | ||||||||||||||
Granted | - | - | |||||||||||||||
Exercised | - | - | |||||||||||||||
Expired | - | - | |||||||||||||||
Outstanding at December 31, 2012: | 1,875,000 | 3.6 | |||||||||||||||
Granted | 2,320,000 | 1.35 | |||||||||||||||
Exercised | - | - | |||||||||||||||
Expired | - | - | |||||||||||||||
Outstanding at December 31, 2013: | 4,195,000 | $ | 2.36 | ||||||||||||||
On November 8, 2013, the Company issued 2,320,000 warrants to purchase the Company’s common stock at $1.35, expiring November 18, 2018, in connection with the securities purchase agreement dated November 8, 2013. See Note 10 above. | |||||||||||||||||
As of December 31, 2013, the Company had no outstanding options. | |||||||||||||||||
SEGMENT_REPORTING
SEGMENT REPORTING | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Segment Reporting Disclosure [Text Block] | ' | ||||||||||||||||
NOTE 15 — SEGMENT REPORTING | |||||||||||||||||
The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments. The Company has two reportable segments: Marina Towers, LLC and FCID Medical, Inc. | |||||||||||||||||
The Marina Towers, LLC segment derives revenue from the operating leases of its owned building, whereas FCID Medical segment derives revenue for medical services provided to patients. | |||||||||||||||||
Information concerning the operations of the Company's reportable segments is as follows: | |||||||||||||||||
Summary Statement of Operations for the year ended December 31, 2013: | |||||||||||||||||
Marina | FCID | Intercompany | |||||||||||||||
Towers | Medical | Corporate | Eliminations | Total | |||||||||||||
Revenue: | |||||||||||||||||
Net patient service revenue | $ | - | $ | 5,459,373 | $ | - | $ | - | $ | 5,459,373 | |||||||
Rental revenue | 1,473,048 | - | - | -424,579 | 1,048,469 | ||||||||||||
Total Revenue | 1,473,048 | 5,459,373 | - | -424,579 | 6,507,842 | ||||||||||||
Operating expenses: | |||||||||||||||||
Salaries and benefits | 12,000 | 2,537,024 | 547,261 | - | 3,096,285 | ||||||||||||
Other operating expenses | 385,712 | 1,754,809 | - | -424,579 | 1,715,942 | ||||||||||||
General and administrative | 82,186 | 669,248 | 953,720 | - | 1,705,154 | ||||||||||||
Impairment of investment | - | - | 450,000 | - | 450,000 | ||||||||||||
Depreciation and amortization | 164,884 | 353,727 | - | - | 518,611 | ||||||||||||
Total operating expenses | 644,782 | 5,314,808 | 1,950,981 | -424,579 | 7,485,992 | ||||||||||||
Net income (loss) from operations: | 828,266 | 144,565 | -1,950,981 | - | -978,150 | ||||||||||||
Interest expense | -464,250 | -269,593 | -2,970,243 | - | -3,704,086 | ||||||||||||
Amortization of financing costs | -57,348 | - | - | - | -57,348 | ||||||||||||
Gain on change in derivative liability | - | - | 32,218 | - | 32,218 | ||||||||||||
Other income (expense) | 3,063 | - | - | - | 3,063 | ||||||||||||
Net Income (loss): | 309,731 | -125,028 | -4,889,006 | - | -4,704,303 | ||||||||||||
Income taxes | - | - | - | - | - | ||||||||||||
Net income (loss) | $ | 309,731 | $ | -125,028 | $ | -4,889,006 | $ | - | $ | -4,704,303 | |||||||
Summary Statement of Operations for the year ended December 31, 2012: | |||||||||||||||||
Marina | FCID | Intercompany | |||||||||||||||
Towers | Medical | Corporate | Eliminations | Total | |||||||||||||
Revenue: | |||||||||||||||||
Net patient service revenue | $ | - | $ | 2,645,310 | $ | - | $ | - | $ | 2,645,310 | |||||||
Rental revenue | 1,459,092 | - | - | -299,055 | 1,160,037 | ||||||||||||
Total Revenue | 1,459,092 | 2,645,310 | - | -299,055 | 3,805,347 | ||||||||||||
Operating expenses: | |||||||||||||||||
Practice salaries & benefits | 12,000 | 1,257,948 | 323,297 | - | 1,593,245 | ||||||||||||
Practice supplies and other operating expenses | - | 1,164,696 | - | -299,055 | 865,641 | ||||||||||||
General and administrative | 445,392 | 230,087 | 638,823 | - | 1,314,302 | ||||||||||||
Depreciation and amortization | 161,818 | 148,081 | - | - | 309,899 | ||||||||||||
Total operating expenses | 619,210 | 2,800,812 | 962,120 | -299,055 | 4,083,087 | ||||||||||||
Net income (loss) from operations: | 839,882 | -155,502 | -962,120 | - | -277,740 | ||||||||||||
Interest expense | -463,205 | -80,805 | -19,381 | - | -563,391 | ||||||||||||
Amortization of financing costs | -57,348 | - | - | - | -57,348 | ||||||||||||
Other income (expense) | 3,000 | - | -987 | - | 2,013 | ||||||||||||
Net Income (loss): | 322,329 | -236,307 | -982,488 | - | -896,466 | ||||||||||||
Income taxes | -8,307 | 6,090 | 25,320 | - | 23,103 | ||||||||||||
Net income (loss) | $ | 314,022 | $ | -230,217 | $ | -957,168 | $ | - | $ | -873,363 | |||||||
Marina | FCID | Intercompany | |||||||||||||||
Towers | Medical | Corporate | Eliminations | Total | |||||||||||||
Assets: | |||||||||||||||||
At December 31, 2013: | $ | 6,873,839 | $ | 4,178,091 | $ | 761,367 | $ | - | $ | 11,813,297 | |||||||
At December 31, 2012: | $ | 4,938,954 | $ | 5,183,592 | $ | 8,702 | $ | - | $ | 10,131,248 | |||||||
Assets acquired | |||||||||||||||||
Year ended December 31, 2013: | $ | 221,902 | $ | 175,786 | $ | - | $ | - | $ | 397,688 | |||||||
Year ended December 31, 2012: | $ | 29,263 | $ | 2,753,578 | $ | - | $ | - | $ | 2,773,450 | |||||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
NOTE 16 - COMMITMENTS AND CONTINGENCIES | |
Service contracts | |
The Company carries various service contracts on its office building for repairs, maintenance and inspections. Certain contracts are long term and non-cancellable. The Company’s future minimum payments under no cancellable service contracts by year from December 31, 2013 forward are approximately: 2014: $8,411; 2015: $16,835: total: $25,246. | |
Employment and Consulting Agreements | |
Subsequent to the end of 2013, the Company entered a formal five-year employment agreement (the “Agreement”) with Christian “Chris” Romandetti, dated March 20, 2014 and effective January 1, 2014, to serve as the Company’s President and Chief Executive Officer. See Note 19 – Subsequent Events for a description of the terms of the employment agreement. | |
Hanover|Elite | |
On October 2, 2013, the Company entered into a cancelable 12-month agreement to engage the services of Elite Financial Communications Group, LLC, d/b/a Hanover|Elite. The terms of the agreement provide for a monthly retainer of $6,000 for the first six months of services, which shall increase to $10,000 per month in months 7-12; and 300,000 shares of the Company’s common stock, subject to SEC Rule 144 restrictions, which shall be earned and issued quarterly as follows: 37,500 shares on January 3, 2014; 37,500 shares on April 3, 2014; 37,500 shares on July 3, 2014; and 187,500 shares on October 3, 2014. | |
As the Company’s investor and public relations counsel of record, Hanover|Elite will collaborate with management on developing, implementing and supporting a fully integrated corporate and shareholder communications platform; and generating meaningful awareness among and measurable support from the retail and institutional investment banking community for the Company, its compelling business plan and promising future growth potential. Jim Hock, Co-Managing Partner of Hanover|Elite and Co-Chairman of the National Investment Banking Association, will lead the IR/PR effort for the Company. | |
The Company has other consulting agreements with outside contractors, certain of whom are also Company stockholders. The Agreements are generally expire one year or less. | |
Litigation | |
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. | |
LOSS_INCOME_PER_SHARE
(LOSS) INCOME PER SHARE | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
Earnings Per Share [Text Block] | ' | |||||||
NOTE 17 – (LOSS) INCOME PER SHARE | ||||||||
The following table presents the computation of basic and diluted loss per share: | ||||||||
2013 | 2012 | |||||||
Net loss available for common shareholders | $ | -4,704,303 | $ | -873,363 | ||||
Basic net loss per share | $ | -0.35 | $ | -0.07 | ||||
Weighted average common shares outstanding-basic | 13,529,294 | 12,644,784 | ||||||
Diluted net loss share | $ | -0.35 | -0.07 | |||||
Weighted average common shares outstanding-Diluted | 13,529,294 | 12,644,784 | ||||||
During the year ended December 31, 2013 and 2012, common stock equivalents are not considered in the calculation of the weighted average number of common shares outstanding because they would be anti-dilutive, thereby decreasing the net loss per common share. | ||||||||
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Income Tax Disclosure [Text Block] | ' | ||||||||
NOTE 18 - INCOME TAXES | |||||||||
The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between 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. Temporary differences primarily include stock compensation and other equity-related non-cash charges, capitalized financing costs, the basis difference of derivative liabilities and certain accruals. | |||||||||
Due to the reverse acquisition of First Choice Healthcare Solutions, Inc. by FCID Holdings, Inc. on December 29, 2010, the net operating loss carry forwards of First Choice Healthcare Solutions, Inc. incurred prior to that date may not be useable for income tax purposes. As through September 30, 2010 FCID Holdings, Inc. was inactive, and FCID Holdings, Inc.’s active subsidiary is a limited liability company and through September 30, 2010 passed no income through to FCID Holdings, Inc. for federal and state income tax purposes, FCID Holdings, Inc. through September 30, 2010 incurred no income tax at the corporate level. | |||||||||
At December 31, 2013, the Company has available for federal income tax purposes a net operating loss carry forward of approximately $1,400,000 that may be used to offset future taxable income. Components of deferred tax assets as of December 31, 2013 are comprised primarily of stock based compensation and debt discounts in connection with convertible notes. No income taxes were recorded on the earnings in 2013 and 2012 as a result of the utilization of any carry forwards. | |||||||||
Deferred net tax assets consist of the following at December 31, 2013 and 2012: | |||||||||
2013 | 2012 | ||||||||
Deferred tax asset | $ | 490,000 | $ | - | |||||
Less valuation allowance | -490,000 | (-) | |||||||
Net deferred tax asset | $ | 0 | $ | 0 | |||||
The provision for income taxes consists of the following: | |||||||||
2013 | 2012 | ||||||||
Current tax (benefit) | $ | - | $ | - | |||||
Adjustment for prior year accrual | - | -23,103 | |||||||
Net provision (benefit) | $ | - | $ | -23,103 | |||||
The provision for Federal taxes differs from that computed by applying Federal statutory rates to the loss before any Federal income tax (benefit), as indicated in the following: | |||||||||
2013 | 2012 | ||||||||
Federal statutory rate | 35 | % | 35 | % | |||||
State income taxes net of Federal benefit | - | - | |||||||
35 | % | 35 | % | ||||||
The Company files income tax returns in the U.S. Federal jurisdiction, and various state jurisdictions. The Company is no longer subject to U.S. Federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2010. | |||||||||
The Company follows the provision of uncertain tax positions as addressed in FASB Accounting Standards Codification 740-10-65-1. The Company recognized no increase in the liability for unrecognized tax benefits. The Company has no tax position for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at December 31, 2013 and 2012. | |||||||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
NOTE 19 - SUBSEQUENT EVENTS | |
Employment Agreement with Christian Romandetti | |
The Company entered a formal five-year employment agreement (the “Employment Agreement”) with Christian “Chris” Romandetti, dated March 20, 2014 and effective January 1, 2014, to serve as the Company’s President and Chief Executive Officer. Pursuant to the terms and conditions set forth in the Employment Agreement, Mr. Romandetti is entitled to receive an annual base salary of $250,000, which shall increase no less than 5% per annum for the term of the Employment Agreement. | |
Mr. Romandetti, upon successfully achieving annual revenue milestones, is entitled to receive a bonus equal to 10% of his salary when $7.1 million in total annual revenue is reported in a fiscal year scaling up to a bonus equal to 800% of his salary if and when $100 million in total annual revenue is reported in a fiscal year. If the Company is unable to pay any portion of the bonus compensation when due because of insufficient liquidity or applicable restrictions under prevailing debt financing agreements, then, as an accommodation to the Company, Mr. Romandetti shall be able to convert bonus compensation into shares of the Company’s common stock at a 30% discount to the average closing price during the first calendar month after the end of the fiscal year. Mr. Romandetti will also be entitled to receive a strategic bonus of $100,000, payable in cash, on the sixth month anniversary of opening each new center of excellence. | |
Pursuant to the Company achieving specific financial performance benchmarks established by the Board of Directors, Mr. Romandetti will also be entitled to receive a cashless option to purchase up to 1 million shares of common stock per year. The exercise price of the options will be the fair market value of the average closing price of the stock during the first calendar month after the end of the fiscal year. Mr. Romandetti shall have up to five years from the date of the annual option grant to exercise the option. In addition to the above compensation consideration, Mr. Romandetti will be entitled to receive annual restricted stock compensation equal to 100% of the total base salary and bonus compensation. The fair market value of the restricted stock grant shall be determined using the average closing price of the common stock during the first calendar month after the end of the fiscal year. | |
In addition, Mr. Romandetti’s Employment Agreement provides that, upon Mr. Romandetti’s death, disability, termination for any reason other than “Cause” (as such term is defined in the Employment Agreement) or resignation for “Good Reason” (as such term is defined in the Employment Agreement), the Company will pay to Mr. Romandetti twelve months of his annual base salary at the time of separation in accordance with the Corporation’s usual payroll practices. | |
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Use of Estimates, Policy [Policy Text Block] | ' |
Use of Estimates | |
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. | |
Revenue Recognition, Policy [Policy Text Block] | ' |
Revenue Recognition | |
The Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. | |
ASC 605-10 incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arraignments (“ASC 605-25”). ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing 605-25 on the Company's financial position and results of operations was not significant. | |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | ' |
Accounts Receivable | |
Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. As of December 31, 2013 and 2012, the Company wrote off $361,284 and $-0- and charged to operations respectively. | |
Capitalized Financing Cost [Policy Text Block] | ' |
Capitalized financing costs | |
Capitalized financing costs represent costs incurred in connection with obtaining the debt financing. These costs are amortized ratably and charged to financing expenses over the term of the related debt. The amortization for the years ended December 31, 2013 and 2012 was $57,348 and $57,348, respectively. Accumulated amortization of deferred financing costs were $133,812 and $76,464 at December 31, 2013 and 2012, respectively. | |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | ' |
Concentrations of Credit Risk | |
The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Generally, the Company’s cash and cash equivalents in interest-bearing accounts may exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management. | |
Cash and Cash Equivalents, Policy [Policy Text Block] | ' |
Cash and Cash Equivalents | |
The Company considers cash and cash equivalents to consist of cash on hand and investments having an original maturity of 90 days or less that are readily convertible into cash. As of December 31, 2013, the Company had $739,158 in cash. | |
Segment Reporting, Policy [Policy Text Block] | ' |
Segment Information | |
Accounting Standards Codification subtopic Segment Reporting 280-10 (“ASC 280-10”) establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The information disclosed herein materially represents all of the financial information related to the Company’s principal two operating segments (see Note 15). | |
Patient List [Policy Text Block] | ' |
Patient list | |
Patient list is comprised of acquired patients in connection with the acquisition of First Choice - Brevard and is amortized ratably over the estimated useful life of 15 years. Amortization for the years ended December 31, 2013 and 2012 was $20,000 and $15,000, respectively. Accumulated amortization of patient list costs were $35,000 and $24,391 at December 31, 2013 and 2012, respectively. | |
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | ' |
Long-Lived Assets | |
The Company follows FASB ASC 360-10-15-3, “Impairment or Disposal of Long-lived Assets,” which established a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. | |
At December 31, 2013, the Company’s management performed an evaluation of its investment in MedTech for purposes of determining the implied fair value of the asset at December 31, 2013. The test indicated that the recorded remaining book value of its investment exceeded its fair value for the year ended December 31, 2013. As a result, upon completion of the assessment, management recorded a non-cash impairment charge of $450,000, net of tax, or $0.03 per share during the year ended December 31, 2013 to reduce the carrying value of the investment to $0. Considerable management judgment is necessary to estimate the fair value. Accordingly, actual results could vary significantly from management’s estimates. (see Note 6). | |
Property, Plant and Equipment, Policy [Policy Text Block] | ' |
Property and Equipment | |
Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 20 to 39 years. | |
Earnings Per Share, Policy [Policy Text Block] | ' |
Net Loss Per Share | |
The Company accounts for net loss per share in accordance with Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”), which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the statement of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS. | |
Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of potentially issuable common shares such as those related to our issued convertible debt, warrants and stock options. Diluted net loss per share for years ending December 31, 2013 and 2012 does not reflect the effects of 3,414,070 and 2,029,686 shares, respectively, potentially issuable upon the conversion of our convertible note payable or the exercise of the Company's stock options and warrants (calculated using the treasury stock method) as of December 31, 2013 and 2012 as including such would be anti-dilutive. | |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' |
Stock-Based Compensation | |
Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The Company measures the fair value of the share-based compensation issued to non-employees using the stock price observed in the arms-length private placement transaction nearest the measurement date (for stock transactions) or the fair value of the award (for non-stock transactions), which were considered to be more reliably determinable measures of fair value than the value of the services being rendered. The measurement date is the earlier of (1) the date at which commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. As of December 31, 2013, the Company had no non-employee options outstanding to purchase shares of common stock. | |
Derivatives, Policy [Policy Text Block] | ' |
Derivative Instrument Liability | |
The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At December 31, 2013 and 2012, the Company did not have any derivative instruments that were designated as hedges. | |
Fair Value of Financial Instruments, Policy [Policy Text Block] | ' |
Fair Value | |
Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. | |
The company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value. Neither of these statements had an impact on the Company’s financial position, results of operations nor cash flows. | |
Patents [Policy Text Block] | ' |
Patents | |
Intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are not amortized, but are tested for impairment annually. The Company’s intangible assets with finite lives are patent costs, which are amortized over their economic or legal life, whichever is shorter. These patent costs were acquired on September 7, 2013 by the issuance of 636,666 shares of the Company’s common stock to a related party (See Note 12). The shares of common stock were valued at $286,500, which was estimated to be approximately the fair value of the patent acquired and did not materially differ from the fair value of the common stock. | |
Income Tax, Policy [Policy Text Block] | ' |
Income Taxes | |
The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. | |
New Accounting Pronouncements, Policy [Policy Text Block] | ' |
Recent Accounting Pronouncements | |
There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s condensed consolidated financial position, results of operations or cash flows. | |
ORGANIZATION_BUSINESS_AND_PRIN1
ORGANIZATION, BUSINESS AND PRINCIPLES OF CONSOLIDATION (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | ' | ||||
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | ' | ||||
A preliminary estimate of the fair values of the assets acquired and liabilities assumed at the date of acquisition are as follows: | |||||
Assets acquired: | |||||
Current assets: | |||||
Cash | $ | 48,761 | |||
Accounts receivable | 325,300 | ||||
Total current assets | 374,061 | ||||
Property and equipment | 1,731,590 | ||||
Other assets: | |||||
Customer list | 300,000 | ||||
Total acquired assets | 2,405,651 | ||||
Liabilities assumed: | |||||
Accounts payable | 44,802 | ||||
Net assets acquired | $ | 2,360,849 | |||
PROPERTY_PLANT_AND_EQUIPMENT_T
PROPERTY, PLANT, AND EQUIPMENT (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment [Table Text Block] | ' | |||||||
Property, plant and equipment at December 31, 2013 and 2012 are as follows: | ||||||||
2013 | 2012 | |||||||
Land | $ | 1,000,000 | $ | 1,000,000 | ||||
Building | 3,055,168 | 3,055,168 | ||||||
Building improvements | 3,953,846 | 3,806,771 | ||||||
Automobiles | 29,849 | 29,849 | ||||||
Computer equipment | 210,698 | 186,549 | ||||||
Medical equipment | 2,238,639 | 2,039,393 | ||||||
Office equipment | 132,984 | 104,840 | ||||||
10,621,184 | 10,222,570 | |||||||
Less: accumulated depreciation | -1,959,127 | -1,465,939 | ||||||
$ | 8,662,057 | $ | 8,756,631 | |||||
CONVERTIBLE_NOTES_PAYABLE_Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Debt [Table Text Block] | ' | |||||||
Convertible notes payable at December 31, 2013 and 2012 are as follows: | ||||||||
2013 | 2012 | |||||||
Note payable, 8% per annum due November 1, 2015, including accrued interest | $ | 2,347,403 | $ | - | ||||
Note payable, 8% per annum due September 18, 2013, net of unamortized debt discount of $160,543 including accrued interest | - | 43,537 | ||||||
2,347,403 | 43,537 | |||||||
Less: current portion | (-) | -43,537 | ||||||
$ | 2,347,403 | $ | - | |||||
NOTES_PAYABLE_Tables
NOTES PAYABLE (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Long-term Debt Instruments [Table Text Block] | ' | |||||||
Notes payable as of December 31, 2013 and 2012 are comprised of the following: | ||||||||
2013 | 2012 | |||||||
Mortgage payable | $ | 7,353,398 | $ | 7,444,580 | ||||
Note payable, GE Capital (construction), MRI | 278,287 | 450,604 | ||||||
Note payable, GE Capital (construction), 2 | 100,977 | 153,340 | ||||||
Note Payable, GE Capital (MRI) | 1,592,278 | 1,806,932 | ||||||
Note Payable, GE Capital (X-ray) | 184,001 | 213,126 | ||||||
Note Payable, GE Arm | 114,597 | - | ||||||
Note payable, Auto | 22,211 | 27,300 | ||||||
Capital lease, Equipment | 33,511 | - | ||||||
Note payable, Dr. Richard Newman | - | 5,000 | ||||||
9,679,260 | 10,100,882 | |||||||
Less: current portion | -743,787 | -690,586 | ||||||
$ | 8,935,473 | $ | 9,410,296 | |||||
Schedule of Maturities of Long-term Debt [Table Text Block] | ' | |||||||
Aggregate maturities of long-term debt as of December 31: | ||||||||
Amount | ||||||||
Year ended December 31, 2014 | $ | 743,787 | ||||||
Year ended December 31, 2015 | 715,085 | |||||||
Year ended December 31, 2016 | 7,632,286 | |||||||
Year ended December 31, 2017 | 523,608 | |||||||
Year ended December 31, 2018 and thereafter | 64,494 | |||||||
Total | $ | 9,679,260 | ||||||
STOCK_OPTIONS_AND_WARRANTS_Tab
STOCK OPTIONS AND WARRANTS (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Stock Options and Warrants Disclosure [Abstract] | ' | ||||||||||||||||
Schedule of Share-based Goods and Nonemployee Services Transaction by Supplier [Table Text Block] | ' | ||||||||||||||||
The following table summarizes the warrants outstanding and the related exercise prices for the underlying shares of the Company's common stock as of December 31, 2013: | |||||||||||||||||
Warrants Outstanding | Warrants Exercisable | ||||||||||||||||
Weighted | Weighted | ||||||||||||||||
Price | Outstanding | Expiration Date | Price | Exercisable | Price | ||||||||||||
$ | 1.35 | 2,320,000 | 8-Nov-18 | $ | 1.35 | 2,320,000 | $ | 1.35 | |||||||||
3.6 | 1,875,000 | 31-Dec-16 | 3.6 | 1,875,000 | 3.6 | ||||||||||||
4,195,000 | $ | 2.36 | 4,195,000 | $ | 2.36 | ||||||||||||
Schedule Of Warrants Outstanding and Related Prices [Table Text Block] | ' | ||||||||||||||||
Transactions involving stock warrants issued to non-employees are summarized as follows: | |||||||||||||||||
Number of | Weighted | ||||||||||||||||
Shares | Average | ||||||||||||||||
Price | |||||||||||||||||
Per Share | |||||||||||||||||
Outstanding at December 31, 2011: | 1,875,000 | $ | 3.6 | ||||||||||||||
Granted | - | - | |||||||||||||||
Exercised | - | - | |||||||||||||||
Expired | - | - | |||||||||||||||
Outstanding at December 31, 2012: | 1,875,000 | 3.6 | |||||||||||||||
Granted | 2,320,000 | 1.35 | |||||||||||||||
Exercised | - | - | |||||||||||||||
Expired | - | - | |||||||||||||||
Outstanding at December 31, 2013: | 4,195,000 | $ | 2.36 | ||||||||||||||
SEGMENT_REPORTING_Tables
SEGMENT REPORTING (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | ' | ||||||||||||||||
Information concerning the operations of the Company's reportable segments is as follows: | |||||||||||||||||
Summary Statement of Operations for the year ended December 31, 2013: | |||||||||||||||||
Marina | FCID | Intercompany | |||||||||||||||
Towers | Medical | Corporate | Eliminations | Total | |||||||||||||
Revenue: | |||||||||||||||||
Net patient service revenue | $ | - | $ | 5,459,373 | $ | - | $ | - | $ | 5,459,373 | |||||||
Rental revenue | 1,473,048 | - | - | -424,579 | 1,048,469 | ||||||||||||
Total Revenue | 1,473,048 | 5,459,373 | - | -424,579 | 6,507,842 | ||||||||||||
Operating expenses: | |||||||||||||||||
Salaries and benefits | 12,000 | 2,537,024 | 547,261 | - | 3,096,285 | ||||||||||||
Other operating expenses | 385,712 | 1,754,809 | - | -424,579 | 1,715,942 | ||||||||||||
General and administrative | 82,186 | 669,248 | 953,720 | - | 1,705,154 | ||||||||||||
Impairment of investment | - | - | 450,000 | - | 450,000 | ||||||||||||
Depreciation and amortization | 164,884 | 353,727 | - | - | 518,611 | ||||||||||||
Total operating expenses | 644,782 | 5,314,808 | 1,950,981 | -424,579 | 7,485,992 | ||||||||||||
Net income (loss) from operations: | 828,266 | 144,565 | -1,950,981 | - | -978,150 | ||||||||||||
Interest expense | -464,250 | -269,593 | -2,970,243 | - | -3,704,086 | ||||||||||||
Amortization of financing costs | -57,348 | - | - | - | -57,348 | ||||||||||||
Gain on change in derivative liability | - | - | 32,218 | - | 32,218 | ||||||||||||
Other income (expense) | 3,063 | - | - | - | 3,063 | ||||||||||||
Net Income (loss): | 309,731 | -125,028 | -4,889,006 | - | -4,704,303 | ||||||||||||
Income taxes | - | - | - | - | - | ||||||||||||
Net income (loss) | $ | 309,731 | $ | -125,028 | $ | -4,889,006 | $ | - | $ | -4,704,303 | |||||||
Summary Statement of Operations for the year ended December 31, 2012: | |||||||||||||||||
Marina | FCID | Intercompany | |||||||||||||||
Towers | Medical | Corporate | Eliminations | Total | |||||||||||||
Revenue: | |||||||||||||||||
Net patient service revenue | $ | - | $ | 2,645,310 | $ | - | $ | - | $ | 2,645,310 | |||||||
Rental revenue | 1,459,092 | - | - | -299,055 | 1,160,037 | ||||||||||||
Total Revenue | 1,459,092 | 2,645,310 | - | -299,055 | 3,805,347 | ||||||||||||
Operating expenses: | |||||||||||||||||
Practice salaries & benefits | 12,000 | 1,257,948 | 323,297 | - | 1,593,245 | ||||||||||||
Practice supplies and other operating expenses | - | 1,164,696 | - | -299,055 | 865,641 | ||||||||||||
General and administrative | 445,392 | 230,087 | 638,823 | - | 1,314,302 | ||||||||||||
Depreciation and amortization | 161,818 | 148,081 | - | - | 309,899 | ||||||||||||
Total operating expenses | 619,210 | 2,800,812 | 962,120 | -299,055 | 4,083,087 | ||||||||||||
Net income (loss) from operations: | 839,882 | -155,502 | -962,120 | - | -277,740 | ||||||||||||
Interest expense | -463,205 | -80,805 | -19,381 | - | -563,391 | ||||||||||||
Amortization of financing costs | -57,348 | - | - | - | -57,348 | ||||||||||||
Other income (expense) | 3,000 | - | -987 | - | 2,013 | ||||||||||||
Net Income (loss): | 322,329 | -236,307 | -982,488 | - | -896,466 | ||||||||||||
Income taxes | -8,307 | 6,090 | 25,320 | - | 23,103 | ||||||||||||
Net income (loss) | $ | 314,022 | $ | -230,217 | $ | -957,168 | $ | - | $ | -873,363 | |||||||
Marina | FCID | Intercompany | |||||||||||||||
Towers | Medical | Corporate | Eliminations | Total | |||||||||||||
Assets: | |||||||||||||||||
At December 31, 2013: | $ | 6,873,839 | $ | 4,178,091 | $ | 761,367 | $ | - | $ | 11,813,297 | |||||||
At December 31, 2012: | $ | 4,938,954 | $ | 5,183,592 | $ | 8,702 | $ | - | $ | 10,131,248 | |||||||
Assets acquired | |||||||||||||||||
Year ended December 31, 2013: | $ | 221,902 | $ | 175,786 | $ | - | $ | - | $ | 397,688 | |||||||
Year ended December 31, 2012: | $ | 29,263 | $ | 2,753,578 | $ | - | $ | - | $ | 2,773,450 | |||||||
LOSS_INCOME_PER_SHARE_Tables
(LOSS) INCOME PER SHARE (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | |||||||
The following table presents the computation of basic and diluted loss per share: | ||||||||
2013 | 2012 | |||||||
Net loss available for common shareholders | $ | -4,704,303 | $ | -873,363 | ||||
Basic net loss per share | $ | -0.35 | $ | -0.07 | ||||
Weighted average common shares outstanding-basic | 13,529,294 | 12,644,784 | ||||||
Diluted net loss share | $ | -0.35 | -0.07 | |||||
Weighted average common shares outstanding-Diluted | 13,529,294 | 12,644,784 | ||||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Schedule Of Deferred Tax Assets [Table Text Block] | ' | ||||||||
Deferred net tax assets consist of the following at December 31, 2013 and 2012: | |||||||||
2013 | 2012 | ||||||||
Deferred tax asset | $ | 490,000 | $ | - | |||||
Less valuation allowance | -490,000 | (-) | |||||||
Net deferred tax asset | $ | 0 | $ | 0 | |||||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | ' | ||||||||
The provision for income taxes consists of the following: | |||||||||
2013 | 2012 | ||||||||
Current tax (benefit) | $ | - | $ | - | |||||
Adjustment for prior year accrual | - | -23,103 | |||||||
Net provision (benefit) | $ | - | $ | -23,103 | |||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | ' | ||||||||
The provision for Federal taxes differs from that computed by applying Federal statutory rates to the loss before any Federal income tax (benefit), as indicated in the following: | |||||||||
2013 | 2012 | ||||||||
Federal statutory rate | 35 | % | 35 | % | |||||
State income taxes net of Federal benefit | - | - | |||||||
35 | % | 35 | % | ||||||
ORGANIZATION_BUSINESS_AND_PRIN2
ORGANIZATION, BUSINESS AND PRINCIPLES OF CONSOLIDATION (Details) (USD $) | Dec. 31, 2013 |
Current assets: | ' |
Cash | $48,761 |
Accounts receivable | 325,300 |
Total current assets | 374,061 |
Property and equipment | 1,731,590 |
Other assets: | ' |
Customer list | 300,000 |
Total acquired assets | 2,405,651 |
Liabilities assumed: | ' |
Accounts payable | 44,802 |
Net assets acquired | $2,360,849 |
ORGANIZATION_BUSINESS_AND_PRIN3
ORGANIZATION, BUSINESS AND PRINCIPLES OF CONSOLIDATION (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 29, 2010 | Sep. 30, 2010 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Fcid Holdings, Inc [Member] | Fcid Holdings, Inc [Member] | First Choice Medical Group Of Brevard Llc [Member] | First Choice Medical Group Of Brevard Llc [Member] | Cash [Member] | ||||
Accounts Receivable [Member] | ||||||||
Organization, Consolidation and Presentation Of Financial Statements [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Effective Date Of Acquisition | 2-Apr-12 | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Name Of Acquired Entity | 'First Choice Medical Group of Brevard, LLC | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Description Of Acquired Entity | 'First Choice - Brevard is a multi-specialty medical group including orthopedics (both operative and non-operative), sports medicine, pain management and neurology. The practice is located in Marina Towers, a Class A office building owned by the Company. | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Preexisting Relationship, Description | 'The Company has been managing the practice of First Choice Brevard since November 1, 2011, pursuant to a Management Services Agreement (the Management Agreement). | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition Cost Of Acquired Entity Note Payable Issued | ' | ' | ' | ' | ' | ' | ' | $1,150,000 |
Business Acquisition, Equity Interest Issued Or Issuable, Number Of Shares | ' | ' | ' | 10,000,000 | ' | 244,045 | ' | ' |
Business Acquisition, Percentage Of Voting Interests Acquired | ' | ' | ' | 100.00% | ' | ' | ' | ' |
Business Acquisition Purchase Price Allocation Investment In Subsidiary | ' | ' | ' | -66,286 | ' | ' | ' | ' |
Business Acquisition Purchase Price Allocation Current Liabilities Notes Payable | ' | ' | ' | 16,600 | ' | ' | ' | ' |
Business Acquisition Purchase Price Allocation Current Interest Payable | ' | ' | ' | 1,079 | ' | ' | ' | ' |
Business Acquisition Acquired In Reverse Acquisition | ' | ' | ' | 2,429,000 | ' | ' | ' | ' |
Common Stock, Shares, Outstanding | 16,747,248 | 12,706,795 | 12,462,750 | ' | 12,000,000 | ' | ' | ' |
Deposit Assets | ' | ' | ' | ' | ' | ' | 508,000 | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | 2,360,849 | ' | ' | -100,550 | ' | ' | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 48,761 | ' | ' | 242 | ' | ' | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | 44,802 | ' | ' | 16,677 | ' | ' | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | ' | ' | ' | $150 | ' | ' | ' | ' |
SIGNIFICANT_ACCOUNTING_POLICIE2
SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Summary of Significant Accounting Policies [Line Items] | ' | ' | ' |
Amortization Financing Costs | $57,348 | $57,348 | ' |
Investment Maturity Term | '90 days or less | ' | ' |
Property, Plant and Equipment, Depreciation Methods | 'straight-line method | ' | ' |
Accumulated Amortization, Deferred Finance Costs | 133,812 | 76,464 | ' |
Allowance for Doubtful Accounts Receivable | 361,284 | 0 | ' |
Antidilutive Securities Excluded From Computation Of Earnings Per Share, Amount | 3,414,070 | 2,029,686 | ' |
Cash and Cash Equivalents, at Carrying Value, Total | 739,158 | 67,045 | 528,303 |
Amortization of Intangible Assets | 20,000 | 15,000 | ' |
Cost-method Investments, Other than Temporary Impairment | 450,000 | 0 | ' |
Cost method Investments Other Than Temporary Impairment Per Share | $0.03 | ' | ' |
Cost Method Investments | 0 | ' | ' |
Stock Issued During Period, Value, Purchase of Assets | 286,500 | ' | ' |
Common Stock [Member] | ' | ' | ' |
Summary of Significant Accounting Policies [Line Items] | ' | ' | ' |
Stock Issued During Period, Shares, Purchase of Assets | 636,666 | ' | ' |
Stock Issued During Period, Value, Purchase of Assets | 637 | ' | ' |
Patient Lists [Member] | ' | ' | ' |
Summary of Significant Accounting Policies [Line Items] | ' | ' | ' |
Accumulated Amortization, Deferred Finance Costs | $35,000 | $24,391 | ' |
First Choice Medical Group Of Brevard Llc [Member] | ' | ' | ' |
Summary of Significant Accounting Policies [Line Items] | ' | ' | ' |
Finite-Lived Intangible Assets, Remaining Amortization Period | '15 years | ' | ' |
Maximum [Member] | ' | ' | ' |
Summary of Significant Accounting Policies [Line Items] | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '39 years | ' | ' |
Minimum [Member] | ' | ' | ' |
Summary of Significant Accounting Policies [Line Items] | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '20 years | ' | ' |
LIQUIDITY_Details_Textual
LIQUIDITY (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Sep. 18, 2013 | |
Liquidity Disclosures [Line Items] | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ' | 8.00% |
Proceeds From Notes Payable | $152,659 | $2,871,058 | ' |
Line of Credit, Current | 800,000 | 0 | ' |
Ccr Of Melbourne Inc [Member] | ' | ' | ' |
Liquidity Disclosures [Line Items] | ' | ' | ' |
Line of Credit Facility, Amount Outstanding | 142,483.52 | ' | ' |
Hillair Capital Investments L P [Member] | ' | ' | ' |
Liquidity Disclosures [Line Items] | ' | ' | ' |
Proceeds from Issuance of Warrants | 2,320,000 | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ' | ' |
Proceeds From Notes Payable | 2,000,000 | ' | ' |
CT Capital LTD [Member] | ' | ' | ' |
Liquidity Disclosures [Line Items] | ' | ' | ' |
Conversion of Stock, Amount Converted | 1,238,480 | ' | ' |
Line of Credit Facility, Amount Outstanding | 1,500,000 | ' | ' |
Debt Instrument, Interest Rate During Period | 12.00% | ' | ' |
Debt Instrument, Interest Rate at Period End | 6.00% | ' | ' |
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, Total | 100,000 | ' | ' |
Line of Credit, Current | $800,000 | ' | ' |
PROPERTY_PLANT_AND_EQUIPMENT_D
PROPERTY, PLANT, AND EQUIPMENT (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | $10,621,184 | $10,222,570 |
Less: accumulated depreciation | -1,959,127 | -1,465,939 |
Property, plant and equipment, net | 8,662,057 | 8,756,631 |
Land [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 1,000,000 | 1,000,000 |
Building [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 3,055,168 | 3,055,168 |
Building Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 3,953,846 | 3,806,771 |
Automobiles [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 29,849 | 29,849 |
Computer Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 210,698 | 186,549 |
Medical Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 2,238,639 | 2,039,393 |
Office Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | $132,984 | $104,840 |
PROPERTY_PLANT_AND_EQUIPMENT_D1
PROPERTY, PLANT, AND EQUIPMENT (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | ' | ' |
Depreciation | $483,797 | $309,899 |
INVESTMENTS_Details_Textual
INVESTMENTS (Details Textual) (USD $) | 12 Months Ended | 0 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Sep. 07, 2013 | Sep. 07, 2013 | Sep. 07, 2013 | |
MedTech Diagnostics LLC [Member] | MedTech Diagnostics LLC [Member] | MedTech Diagnostics LLC [Member] | |||
3.75 Percentage [Member] | 6.25 Percentage [Member] | ||||
Investment [Line Items] | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Acquisitions | ' | ' | ' | 375,000 | ' |
Noncontrolling Interest, Ownership Percentage by Parent | ' | ' | 10.00% | 3.75% | 6.25% |
Cost-method Investments, Other than Temporary Impairment | $450,000 | $0 | ' | ' | ' |
Cost Method Investments | $0 | ' | $450,000 | $168,750 | $281,250 |
Cost method Investments Other Than Temporary Impairment Per Share | $0.03 | ' | ' | ' | ' |
Cost Method Investments, Per Share | ' | ' | $0.45 | ' | ' |
LINES_OF_CREDIT_Details_Textua
LINES OF CREDIT (Details Textual) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Line of Credit, CT Capital [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Short-term Debt, Maximum Amount Outstanding During Period | $1,500,000 |
Line Of Credit Facility, Interest Rate During Period | 12.00% |
Line Of Credit Facility, Expiration Date | 31-Dec-16 |
Line of Credit Facility, Collateral | 'The advance rate is defined as: 80% of all receivables to be 120 days or less at the net collection rate of approximately 27% of total billings, excluding patient billings and collections. Additionally, allowable accounts receivable will also include 50% of all accounts receivable protected by Legal Letters of Protection |
Debt Instrument, Convertible, Terms of Conversion Feature | 'At any time, the Lender may convert all or any portion of the outstanding principal amount or interest on the Loan into the common stock of the Company at a price equal to $0.75 per share |
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, Total | 100,000 |
Debt Instrument, Interest Rate During Period | 12.00% |
Debt Instrument, Interest Rate at Period End | 6.00% |
Line of Credit MTI Capital [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Line Of Credit Facility, Interest Rate During Period | 12.00% |
Line Of Credit Facility, Maximum Borrowing Capacity | 2,000,000 |
Line of Credit Facility, Expiration Period | '2 years |
Long-term Line of Credit, Noncurrent | $624,000 |
Debt Instrument, Convertible, Conversion Price | $0.45 |
Debt Conversion, Converted Instrument, Shares Issued | 1,386,667 |
Line of Credit MTI Capital [Member] | Maximum [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Debt Instrument, Convertible, Conversion Price | $0.75 |
Line of Credit MTI Capital [Member] | Minimum [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Debt Instrument, Convertible, Conversion Price | $0.45 |
LINE_OF_CREDIT_RELATED_PARTY_D
LINE OF CREDIT, RELATED PARTY (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Feb. 01, 2012 | |
Line Of Credit Related Party [Line Items] | ' | ' | ' |
Interest Paid | $731,877 | $467,670 | ' |
CCR Of Melbourne Inc [Member] | ' | ' | ' |
Line Of Credit Related Party [Line Items] | ' | ' | ' |
Line Of Credit Facility, Maximum Borrowing Capacity | ' | ' | 500,000 |
Line Of Credit Facility, Expiration Date | ' | 1-Oct-15 | ' |
Line Of Credit Facility, Interest Rate During Period | 8.50% | ' | ' |
Interest Paid | 11,153 | 6,339 | ' |
Debt Conversion, Original Debt, Amount | $142,483.52 | ' | ' |
Debt Instrument, Convertible, Conversion Price | $0.45 | ' | ' |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 316,631 | ' | ' |
NOTE_PAYABLE_RELATED_PARTY_Det
NOTE PAYABLE, RELATED PARTY (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2012 | Sep. 18, 2013 | Aug. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | 17-May-12 | |
Note Payable Hs Real Llc [Member] | Note Payable Hs Real Llc [Member] | Note Payable Hs Real Llc [Member] | Note Payable Hs Real Llc [Member] | ||||
Notes Payable Related Party [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Notes Payable | $9,679,260 | $10,100,882 | ' | ' | ' | ' | $100,000 |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ' | 8.00% | ' | ' | ' | 12.00% |
Increase (Decrease) in Notes Payable, Current | ' | ' | ' | 250,000 | ' | ' | ' |
Proceeds from Issuance of Debt | ' | ' | ' | 50,000 | ' | ' | ' |
Interest Expense, Related Party | 11,153 | 6,339 | ' | ' | 27,556 | 17,053 | ' |
Repayments Of Notes Payable | $1,334,781 | $184,704 | ' | ' | $300,000 | ' | ' |
CONVERTIBLE_NOTES_PAYABLE_Deta
CONVERTIBLE NOTES PAYABLE (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Debt Disclosure [Line Items] | ' | ' |
Convertible Notes Payable | $2,347,403 | $43,537 |
Less: current portion | 0 | -43,537 |
Convertible Notes Payable, Noncurrent | 2,347,403 | 0 |
Convertible Notes Payable One [Member] | ' | ' |
Debt Disclosure [Line Items] | ' | ' |
Convertible Notes Payable | 2,347,403 | 0 |
Convertible Notes Payable Two [Member] | ' | ' |
Debt Disclosure [Line Items] | ' | ' |
Convertible Notes Payable | $0 | $43,537 |
CONVERTIBLE_NOTES_PAYABLE_Deta1
CONVERTIBLE NOTES PAYABLE (Details Textual) (USD $) | 12 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Sep. 18, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Feb. 19, 2013 | Dec. 14, 2012 | Dec. 31, 2013 | |
Hillair Capital Investments L P [Member] | Maximum [Member] | Minimum [Member] | Derivative At Inception Date [Member] | Derivative At Inception Date [Member] | Derivative At Inception Date [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Note Payable Dated August 14 2013 [Member] | ||||
Maximum [Member] | Minimum [Member] | |||||||||||
Debt Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ' | 8.00% | 8.00% | ' | ' | ' | ' | ' | 8.00% | 8.00% | 8.00% |
Debt Instrument, Face Amount | ' | ' | ' | $2,320,000 | ' | ' | ' | ' | ' | $103,500 | $203,500 | $153,500 |
Proceeds From Convertible Debt | 2,128,117 | 203,500 | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Embedded Derivative, Fair Value of Embedded Derivative Liability | ' | ' | ' | ' | ' | ' | 397,325 | ' | ' | ' | ' | ' |
Fair Value Assumptions, Expected Dividend Rate | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value Assumptions, Risk Free Interest Rate | ' | ' | ' | 1.42% | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value Assumptions, Expected Volatility Rate | ' | ' | ' | 147.94% | 147.94% | 116.11% | ' | 119.96% | 98.67% | ' | ' | ' |
Fair Value Assumptions, Weighted Average Volatility Rate | ' | ' | ' | ' | 9.00% | 0.03% | ' | 0.17% | 0.12% | ' | ' | ' |
Fair Value Assumptions, Expected Term | ' | ' | ' | '3 years 7 months 6 days | '6 months 7 days | '3 months | '9 months 4 days | ' | ' | ' | ' | ' |
Fair Value Assumptions, Exercise Price | ' | ' | ' | ' | $1.40 | $0.55 | ' | $2.14 | $0.60 | ' | ' | ' |
Adjustments To Additional Paid In Capital Reclassification Of Derivative Liability To Equity | 366,094 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization Of Debt Discount (Premium) | 2,706,869 | 10,457 | ' | 1,871,117 | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Issued, Number of Warrants | ' | ' | ' | 2,320,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Issued, Exercise Price | ' | ' | ' | $1.35 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | $1 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Periodic Payment, Principal | ' | ' | ' | 580,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Frequency of Periodic Payment | ' | ' | ' | 'quarterly | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Prepayment terms, Percentage of Settlement Amount | ' | ' | ' | 120.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Unamortized Discount | ' | $160,543 | ' | $320,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Maturity Date, Description | ' | ' | ' | 'Convertible Debenture due December 28, 2013, subject to an extension through November 1, 2015 | ' | ' | ' | ' | ' | ' | ' | ' |
NOTES_PAYABLE_Details
NOTES PAYABLE (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 12, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | 21-May-12 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | 17-May-12 |
Mortgage payable [Member] | Mortgage payable [Member] | Mortgage payable [Member] | Note Payable GE Capital Construction MRI [Member] | Note Payable GE Capital Construction MRI [Member] | Note Payable GE Capital 2 [Member] | Note Payable GE Capital 2 [Member] | Note Payable, GE Capital (MRI) [Member] | Note Payable, GE Capital (MRI) [Member] | Note Payable GE Capital X Ray [Member] | Note Payable GE Capital X Ray [Member] | Note Payable GE Arm [Member] | Note Payable GE Arm [Member] | Note Payable Auto [Member] | Note Payable Auto [Member] | Note Payable Auto [Member] | Capital lease, Equipment [Member] | Capital lease, Equipment [Member] | Note Payable Dr Richard Newman [Member] | Note Payable Dr Richard Newman [Member] | Note Payable HS Real LLC [Member] | |||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes Payable | $9,679,260 | $10,100,882 | $7,353,398 | $7,444,580 | $7,550,000 | $278,287 | $450,604 | $100,977 | $153,340 | $1,592,278 | $1,806,932 | $184,001 | $213,126 | $114,597 | $0 | $22,211 | $27,300 | $29,850 | $33,511 | $0 | $0 | $5,000 | $100,000 |
Less: current portion | -743,787 | -690,586 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes payable, long term portion | $8,935,473 | $9,410,296 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
NOTES_PAYABLE_Details_1
NOTES PAYABLE (Details 1) (USD $) | Dec. 31, 2013 |
Long-term Debt, Fiscal Year Maturity [Abstract] | ' |
Year ended December 31, 2014 | $743,787 |
Year ended December 31, 2015 | 715,085 |
Year ended December 31, 2016 | 7,632,286 |
Year ended December 31, 2017 | 523,608 |
Year ended December 31, 2018 and thereafter | 64,494 |
Total | $9,679,260 |
NOTES_PAYABLE_Details_Textual
NOTES PAYABLE (Details Textual) (USD $) | Dec. 31, 2013 | Sep. 18, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Mar. 08, 2013 | Aug. 22, 2012 | Dec. 31, 2012 | Mar. 08, 2013 | Sep. 27, 2012 | Dec. 31, 2013 | Jun. 30, 2013 | Aug. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 12, 2011 | Dec. 31, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 24, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | 17-May-12 | Dec. 31, 2013 | Dec. 31, 2012 | 21-May-12 | Dec. 31, 2013 | Dec. 31, 2012 | 21-May-12 |
X Ray Equipment [Member] | X Ray Equipment [Member] | X Ray Equipment [Member] | MRI Equipment [Member] | MRI Equipment [Member] | MRI Equipment [Member] | C-Arm Equipment [Member] | Equipment Capital Lease [Member] | Mortgage payable [Member] | Mortgage payable [Member] | Mortgage payable [Member] | Mortgage payable [Member] | Note Payable GE Capital [Member] | Note Payable GE Capital Construction MRI [Member] | Note Payable GE Capital Construction MRI [Member] | Note Payable GE Capital Construction MRI [Member] | Note Payable GE Capital 2 [Member] | Note Payable GE Capital 2 [Member] | Note Payable GE Capital 2 [Member] | Note Payable HS Real LLC [Member] | Note Payable Dr Richard Newman [Member] | Note Payable Dr Richard Newman [Member] | Note Payable Auto [Member] | Note Payable Auto [Member] | Note Payable Auto [Member] | GE Healthcare Financial Services [Member] | ||||
Equipment Finance Lease [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes Payable | $9,679,260 | ' | $10,100,882 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7,353,398 | $7,444,580 | $7,550,000 | ' | ' | $278,287 | $450,604 | ' | $100,977 | $153,340 | $100,000 | $0 | $5,000 | $29,850 | $22,211 | $27,300 | $2,400,000 |
Debt Instrument, Interest Rate During Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.10% | ' | ' | ' | ' | 7.38% | ' | ' | 7.38% | ' | ' | ' | ' | ' | 6.99% | ' | ' | ' |
Debt Instrument, Periodic Payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 956.45 | 45,752.61 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Maturity Date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Jun-17 | 16-Sep-16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Jan-13 | ' | 30-Jun-17 | ' | ' | ' |
Debt Instrument Discount, Amortized Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest and Debt Expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 286,723 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital Lease Obligations | ' | ' | ' | ' | ' | 212,389 | ' | ' | 1,771,390 | 117,322 | ' | ' | ' | ' | ' | 2,288,679 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Construction Loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 450,000 | ' | ' | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non Interest Bearing Notes Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | ' | ' | ' | ' | ' |
Debt Instrument, Periodic Payment, Principal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 593 | ' | ' | ' |
Construction Loan Term | ' | ' | ' | '60 months | ' | ' | '60 months | ' | ' | '63 months | '48 monthly | ' | ' | ' | ' | ' | '35 monthly | ' | ' | '35 monthly | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | ' | ' | ' | 7.94% | ' | ' | 7.94% | 7.39% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12.00% | ' | ' | ' | ' | ' | ' |
Capital Lease Obligations Due In First 3 Months | ' | ' | ' | ' | 1,384 | 0 | ' | 11,779 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital Lease Obligations Due For Remaining Months | ' | ' | ' | ' | 4,575 | 4,300 | ' | 38,152 | 38,152 | 2,388 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $45,000 | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Effective Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Textual) (USD $) | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2012 | Sep. 18, 2013 | Dec. 31, 2013 | Aug. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | 17-May-12 | Dec. 31, 2013 | Feb. 01, 2012 | |
Patents [Member] | Note Payable Hs Real Llc [Member] | Note Payable Hs Real Llc [Member] | Note Payable Hs Real Llc [Member] | Note Payable Hs Real Llc [Member] | Ccr Of Melbourne Inc [Member] | Ccr Of Melbourne Inc [Member] | ||||
Donald Bittar [Member] | ||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | $500,000 |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ' | 8.00% | ' | ' | ' | ' | 12.00% | ' | ' |
Increase (Decrease) in Notes Payable, Current | ' | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' |
Proceeds from Issuance of Debt | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' |
Interest Expense, Related Party | 11,153 | 6,339 | ' | ' | ' | 27,556 | 17,053 | ' | ' | ' |
Repayments Of Notes Payable | 1,334,781 | 184,704 | ' | ' | ' | 300,000 | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | ' | ' | ' | ' | ' | $0.45 | ' |
Stock Issued During Period, Shares, Conversion of Convertible Securities | ' | ' | ' | ' | ' | ' | ' | ' | 316,631 | ' |
Line of Credit Facility, Amount Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 142,483.52 | ' |
Stock Issued During Period, Shares, Purchase of Assets | ' | ' | ' | 636,666 | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, Purchase of Assets | 286,500 | ' | ' | 286,500 | ' | ' | ' | ' | ' | ' |
Finite-Lived Patents, Gross | $286,500 | $0 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period Value Purchase Of Assets, Per Share | ' | ' | ' | $0.45 | ' | ' | ' | ' | ' | ' |
CAPITAL_STOCK_Details_Textual
CAPITAL STOCK (Details Textual) (USD $) | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Jul. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | |
Officers, Employees And Service Providers [Member] | Subscription Agreement [Member] | Subscription Agreement [Member] | Scenario, Previously Reported [Member] | Common Stock [Member] | Common Stock [Member] | ||||
Capital Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Par Or Stated Value Per Share (in dollars per share) | $0.01 | $0.01 | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Shares Issued | 0 | 0 | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Shares Outstanding | 0 | 0 | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Par Or Stated Value Per Share (in dollars per share) | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares, Issued | 16,747,248 | 12,706,795 | 12,462,750 | ' | ' | ' | 49,851,000 | ' | ' |
Common Stock, Shares, Outstanding | 16,747,248 | 12,706,795 | 12,462,750 | ' | ' | ' | 49,851,000 | ' | ' |
Common stock issued to acquire First Choice Medical Group, Inc. (in shares) | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | 244,045 |
Stock Issued During Period, Shares, Issued For Services | ' | ' | ' | ' | ' | 33,750 | ' | 533,822 | ' |
Stock Issued During Period, Value, Issued For Services | $383,101 | ' | ' | $383,101 | ' | $116,100 | ' | $534 | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | 66,666 | ' | ' | ' | ' |
Proceeds From Issuance Of Common Stock | $0 | $100,000 | ' | ' | $100,000 | ' | ' | ' | ' |
Stockholders Equity, Reverse Stock Split | 'four-to-one (4 to 1) reverse stock split | ' | ' | ' | ' | ' | ' | ' | ' |
STOCK_OPTIONS_AND_WARRANTS_Det
STOCK OPTIONS AND WARRANTS (Details) (Non Employees [Member], USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Warrants Outstanding | 4,195,000 |
Warrants Outstanding, Weighted Price | $2.36 |
Warrants Exercisable | 4,195,000 |
Warrants Exercisable, Weighted Price | $2.36 |
Warrant One [Member] | ' |
Warrants Outstanding, Prices | $1.35 |
Warrants Outstanding | 2,320,000 |
Warrants Outstanding, Expiration Date | 8-Nov-18 |
Warrants Outstanding, Weighted Price | $1.35 |
Warrants Exercisable | 2,320,000 |
Warrants Exercisable, Weighted Price | $1.35 |
Warrant Two [Member] | ' |
Warrants Outstanding, Prices | $3.60 |
Warrants Outstanding | 1,875,000 |
Warrants Outstanding, Expiration Date | 31-Dec-16 |
Warrants Outstanding, Weighted Price | $3.60 |
Warrants Exercisable | 1,875,000 |
Warrants Exercisable, Weighted Price | $3.60 |
STOCK_OPTIONS_AND_WARRANTS_Det1
STOCK OPTIONS AND WARRANTS (Details 1) (Non Employees [Member], USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Number of Shares, Outstanding | 4,195,000 | ' |
Weighted Average Price Per Share, Outstanding | $2.36 | ' |
Warrant [Member] | ' | ' |
Number of Shares, Outstanding | 1,875,000 | 1,875,000 |
Number of Shares, Granted | 2,320,000 | 0 |
Number of Shares, Exercised | 0 | 0 |
Number of Shares, Expired | 0 | 0 |
Number of Shares, Outstanding | 4,195,000 | 1,875,000 |
Weighted Average Price Per Share, Outstanding | $3.60 | $3.60 |
Weighted Average Price Per Share, Granted | $1.35 | $0 |
Weighted Average Price Per Share, Exercised | $0 | $0 |
Weighted Average Price Per Share, Expired | $0 | $0 |
Weighted Average Price Per Share, Outstanding | $2.36 | $3.60 |
STOCK_OPTIONS_AND_WARRANTS_Det2
STOCK OPTIONS AND WARRANTS (Details Textual) | Dec. 31, 2013 |
Warrants Not Settleable in Cash [Member] | ' |
Warrants Outstanding | 1,875,000 |
Warrants Settleable in Cash [Member] | ' |
Warrants Outstanding | 2,320,000 |
SEGMENT_REPORTING_Details
SEGMENT REPORTING (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Revenue: | ' | ' |
Net patient service revenue | $5,459,373 | $2,645,310 |
Rental revenue | 1,048,469 | 1,160,037 |
Total Revenue | 6,507,842 | 3,805,347 |
Operating expenses: | ' | ' |
Practice salaries & benefits | 3,096,285 | 1,593,245 |
Practice supplies and other operating expenses | 1,715,942 | 865,641 |
General and administrative | 1,705,154 | 1,314,302 |
Impairment of investment | 450,000 | 0 |
Depreciation and amortization | 518,611 | 309,899 |
Total operating expenses | 7,485,992 | 4,083,087 |
Net income (loss) from operations: | -978,150 | -277,740 |
Interest expense | -3,704,086 | -563,391 |
Amortization of financing costs | -57,348 | -57,348 |
Gain on change in derivative liability | 32,218 | -987 |
Miscellaneous income | 3,063 | 3,000 |
Net Income (loss): | -4,704,303 | -896,466 |
Income taxes | 0 | -23,103 |
Net income (loss) | -4,704,303 | -873,363 |
ASSETS | ' | ' |
Assets | 11,813,297 | 10,131,248 |
Assets acquired | ' | ' |
Assets acquired | 397,688 | 2,773,450 |
Marina Towers [Member] | ' | ' |
Revenue: | ' | ' |
Net patient service revenue | 0 | 0 |
Rental revenue | 1,473,048 | 1,459,092 |
Total Revenue | 1,473,048 | 1,459,092 |
Operating expenses: | ' | ' |
Practice salaries & benefits | 12,000 | 12,000 |
Practice supplies and other operating expenses | 385,712 | 0 |
General and administrative | 82,186 | 445,392 |
Impairment of investment | 0 | ' |
Depreciation and amortization | 164,884 | 161,818 |
Total operating expenses | 644,782 | 619,210 |
Net income (loss) from operations: | 828,266 | 839,882 |
Interest expense | -464,250 | -463,205 |
Amortization of financing costs | -57,348 | -57,348 |
Gain on change in derivative liability | 0 | ' |
Miscellaneous income | 3,063 | 3,000 |
Net Income (loss): | 309,731 | 322,329 |
Income taxes | 0 | -8,307 |
Net income (loss) | 309,731 | 314,022 |
ASSETS | ' | ' |
Assets | 6,873,839 | 4,938,954 |
Assets acquired | ' | ' |
Assets acquired | 221,902 | 29,263 |
Fcid Medical [Member] | ' | ' |
Revenue: | ' | ' |
Net patient service revenue | 5,459,373 | 2,645,310 |
Rental revenue | 0 | 0 |
Total Revenue | 5,459,373 | 2,645,310 |
Operating expenses: | ' | ' |
Practice salaries & benefits | 2,537,024 | 1,257,948 |
Practice supplies and other operating expenses | 1,754,809 | 1,164,696 |
General and administrative | 669,248 | 230,087 |
Impairment of investment | 0 | ' |
Depreciation and amortization | 353,727 | 148,081 |
Total operating expenses | 5,314,808 | 2,800,812 |
Net income (loss) from operations: | 144,565 | -155,502 |
Interest expense | -269,593 | -80,805 |
Amortization of financing costs | 0 | 0 |
Gain on change in derivative liability | 0 | ' |
Miscellaneous income | 0 | 0 |
Net Income (loss): | -125,028 | -236,307 |
Income taxes | 0 | 6,090 |
Net income (loss) | -125,028 | -230,217 |
ASSETS | ' | ' |
Assets | 4,178,091 | 5,183,592 |
Assets acquired | ' | ' |
Assets acquired | 175,786 | 2,753,578 |
Corporate [Member] | ' | ' |
Revenue: | ' | ' |
Net patient service revenue | 0 | 0 |
Rental revenue | 0 | 0 |
Total Revenue | 0 | 0 |
Operating expenses: | ' | ' |
Practice salaries & benefits | 547,261 | 323,297 |
Practice supplies and other operating expenses | 0 | 0 |
General and administrative | 953,720 | 638,823 |
Impairment of investment | 450,000 | ' |
Depreciation and amortization | 0 | 0 |
Total operating expenses | 1,950,981 | 962,120 |
Net income (loss) from operations: | -1,950,981 | -962,120 |
Interest expense | -2,970,243 | -19,381 |
Amortization of financing costs | 0 | 0 |
Gain on change in derivative liability | 32,218 | ' |
Miscellaneous income | 0 | -987 |
Net Income (loss): | -4,889,006 | -982,488 |
Income taxes | 0 | 25,320 |
Net income (loss) | -4,889,006 | -957,168 |
ASSETS | ' | ' |
Assets | 761,367 | 8,702 |
Assets acquired | ' | ' |
Assets acquired | 0 | 0 |
Intersegment Elimination [Member] | ' | ' |
Revenue: | ' | ' |
Net patient service revenue | 0 | 0 |
Rental revenue | -424,579 | -299,055 |
Total Revenue | -424,579 | -299,055 |
Operating expenses: | ' | ' |
Practice salaries & benefits | 0 | 0 |
Practice supplies and other operating expenses | -424,579 | -299,055 |
General and administrative | 0 | 0 |
Impairment of investment | 0 | ' |
Depreciation and amortization | 0 | 0 |
Total operating expenses | -424,579 | -299,055 |
Net income (loss) from operations: | 0 | 0 |
Interest expense | 0 | 0 |
Amortization of financing costs | 0 | 0 |
Gain on change in derivative liability | 0 | ' |
Miscellaneous income | 0 | 0 |
Net Income (loss): | 0 | 0 |
Income taxes | 0 | 0 |
Net income (loss) | 0 | 0 |
ASSETS | ' | ' |
Assets | 0 | 0 |
Assets acquired | ' | ' |
Assets acquired | $0 | $0 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details Textual) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Commitments and Contingencies [Line Items] | ' |
Contractual Obligation, Due in Next Twelve Months | $8,411 |
Contractual Obligation, Due in Second Year | 16,835 |
Contractual Obligation, Total | 25,246 |
HanoverElite [Member] | ' |
Commitments and Contingencies [Line Items] | ' |
Cancelable 12-month agreement, Amount of monthly retainer for first six months of services | 6,000 |
Cancelable 12-month agreement, Amount of monthly retainer from seven through twelve months | $10,000 |
Cancelable 12-month agreement, Number of Common Stock Issuable | 300,000 |
HanoverElite [Member] | Issuable at January 3, 2014 [Member] | ' |
Commitments and Contingencies [Line Items] | ' |
Cancelable 12-month agreement, Number of Common Stock Issuable | 37,500 |
HanoverElite [Member] | Issuable at April 3, 2014 [Member] | ' |
Commitments and Contingencies [Line Items] | ' |
Cancelable 12-month agreement, Number of Common Stock Issuable | 37,500 |
HanoverElite [Member] | Issuable at July 3, 2014 [Member] | ' |
Commitments and Contingencies [Line Items] | ' |
Cancelable 12-month agreement, Number of Common Stock Issuable | 37,500 |
HanoverElite [Member] | Issuable at October 3, 2014 [Member] | ' |
Commitments and Contingencies [Line Items] | ' |
Cancelable 12-month agreement, Number of Common Stock Issuable | 187,500 |
LOSS_INCOME_PER_SHARE_Details
(LOSS) INCOME PER SHARE (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Earnings Per Share Basic and Diluted [Line Items] | ' | ' |
Net loss available for common shareholders | ($4,704,303) | ($873,363) |
Basic net loss per share (in dollars per share) | ($0.35) | ($0.07) |
Weighted average common shares outstanding-basic (in shares) | 13,529,294 | 12,644,784 |
Diluted net loss share (in dollars per share) | ($0.35) | ($0.07) |
Weighted average common shares outstanding-Diluted (in shares) | 13,529,294 | 12,644,784 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Income Taxes [Line Items] | ' | ' |
Deferred tax asset | $490,000 | $0 |
Less valuation allowance | -490,000 | 0 |
Net deferred tax asset | $0 | $0 |
INCOME_TAXES_Details_1
INCOME TAXES (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes [Line Items] | ' | ' |
Current tax (benefit) | $0 | $0 |
Adjustment for prior year accrual | 0 | -23,103 |
Net provision (benefit) | $0 | ($23,103) |
INCOME_TAXES_Details_2
INCOME TAXES (Details 2) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes [Line Items] | ' | ' |
Federal statutory rate | 35.00% | 35.00% |
State income taxes net of Federal benefit | 0.00% | 0.00% |
EffectiveIncomeTaxRateContinuingOperations | 35.00% | 35.00% |
INCOME_TAXES_Details_Textual
INCOME TAXES (Details Textual) (USD $) | Dec. 31, 2013 |
Income Taxes [Line Items] | ' |
Operating Loss Carryforwards | $1,400,000 |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Feb. 01, 2012 | |
Ccr Of Melbourne Inc [Member] | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | $500,000 |
Line of Credit Facility, Interest Rate During Period | 8.50% | ' |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 316,631 | ' |
Subsequent Event [Member] | Employment Agreement with Christian Romandetti [Member] | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Officers Compensation | 250,000 | ' |
Minimum Increase In Annual Base Salary, Percentage | 5.00% | ' |
Annual Revenue Milestones To Be Achieved For 10 Of Bonus | 7,100,000 | ' |
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 1,000,000 | ' |
Share Based Compensation Arrangements By Share Based Payment Award Options Grants In Period Exercise Price, Terms | 'The exercise price of the options will be the fair market value of the average closing price of the stock during the first calendar month after the end of the fiscal year. Mr. Romandetti shall have up to five years from the date of the annual option grant to exercise the option. | ' |
Employee Service Restricted Stock Compensation, Percent | 100.00% | ' |
Employee Service Restricted Stock Compensation, Terms | 'The fair market value of the restricted stock grant shall be determined using the average closing price of the common stock during the first calendar month after the end of the fiscal year. | ' |
Annual Strategic Bonus, Amount | 100,000 | ' |
Annual Revenue Milestones To Be Achieved For 800 Percent Of Bonus | 100,000,000 | ' |