Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Apr. 10, 2015 | Jun. 30, 2014 | |
Document Information [Line Items] | |||
Entity Registrant Name | First Choice Healthcare Solutions, Inc. | ||
Entity Central Index Key | 1416876 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Smaller Reporting Company | ||
Trading Symbol | FCHS | ||
Entity Common Stock, Shares Outstanding | 18,432,055 | ||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $18,312,622 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets | ||
Cash | $279,087 | $739,158 |
Cash-restricted | 318,259 | 256,246 |
Accounts receivable, net | 1,804,636 | 1,272,155 |
Prepaid and other current assets | 153,296 | 140,580 |
Capitalized financing costs, current portion | 68,370 | 57,348 |
Total current assets | 2,623,648 | 2,465,487 |
Property, plant and equipment, net of accumulated depreciation of $2,472,111 and $1,959,127 | 8,294,298 | 8,662,057 |
Other assets | ||
Capitalized financing costs, long term portion | 37,775 | 131,540 |
Patient list, net of accumulated amortization of $55,000 and $35,000 | 245,000 | 265,000 |
Patents, net of accumulated amortization of $19,100 and $0.00 | 267,400 | 286,500 |
Deposits | 2,571 | 2,713 |
Total other assets | 552,746 | 685,753 |
Total assets | 11,470,692 | 11,813,297 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,457,275 | 459,000 |
Stock based payable | 537,750 | 166,340 |
Advances | 224,000 | 0 |
Line of credit, short term | 1,237,000 | 800,000 |
Notes payable, current portion | 732,791 | 743,787 |
Convertible note payable, current portion | 2,148,835 | 0 |
Unearned revenue | 38,763 | 74,934 |
Total current liabilities | 6,376,414 | 2,244,061 |
Long term debt: | ||
Deposits held | 72,901 | 72,901 |
Convertible note payable, long term portion | 0 | 2,347,403 |
Notes payable, long term portion | 8,184,560 | 8,935,473 |
Total long term debt | 8,257,461 | 11,355,777 |
Total liabilities | 14,633,875 | 13,599,838 |
Commitments and contingencies | ||
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, 17,951,055 and 16,747,248 shares issued and outstanding as of December 31, 2014 and 2013, respectively | 17,951 | 16,747 |
Additional paid in capital | 12,671,942 | 11,560,249 |
Accumulated deficit | -15,853,076 | -13,363,537 |
Total stockholders’ deficit | -3,163,183 | -1,786,541 |
Total liabilities and stockholders’ deficit | $11,470,692 | $11,813,297 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Accumulated depreciation of property plant and equipment (in dollars) | $2,472,111 | $1,959,127 |
Accumulated amortization (in dollars) | 55,000 | 35,000 |
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 | 17,951,055 | 16,747,248 |
Common stock, shares outstanding | 17,951,055 | 16,747,248 |
Patents [Member] | ||
Accumulated amortization (in dollars) | $19,100 | $0 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues: | ||
Net patient service revenue | $7,966,385 | $5,459,373 |
Provision for bad debts | -912,782 | -365,015 |
Net patient service revenue less provision for bad debts | 7,053,603 | 5,094,358 |
Rental revenue | 1,048,999 | 1,048,469 |
Total revenue | 8,102,602 | 6,142,827 |
Operating expenses: | ||
Salaries and benefits | 4,761,573 | 3,096,285 |
Other operating expenses | 1,897,780 | 1,350,927 |
General and administrative | 2,434,259 | 1,705,154 |
Impairment of investment | 0 | 450,000 |
Depreciation and amortization | 552,084 | 518,611 |
Total operating expenses | 9,645,696 | 7,120,977 |
Net loss from operations: | -1,543,094 | -978,150 |
Other income (expense): | ||
Miscellaneous income | 3,000 | 3,063 |
Gain (loss) on change in fair value of derivative liability | 0 | 32,218 |
Amortization financing costs | -82,744 | -57,348 |
Interest expense, net | -866,701 | -3,704,086 |
Total other (expense) | -946,445 | -3,726,153 |
Net loss before provision for income taxes | -2,489,539 | -4,704,303 |
Income taxes (benefit) | 0 | 0 |
Net loss | ($2,489,539) | ($4,704,303) |
Net loss per common share, basic and diluted (in dollars per share) | ($0.14) | ($0.35) |
Weighted average number of common shares outstanding, basic and diluted (in shares) | 17,249,921 | 13,529,294 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS 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, 2012 | ($1,301,534) | $12,707 | $7,244,993 | $100,000 | ($8,659,234) | |
Balance (in shares) at Dec. 31, 2012 | 12,706,796 | |||||
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 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 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 note payable and accrued interest | 1,238,480 | |||||
Common stock issued in connection with loan modification / acquisition cost expensed | 96,000 | 0 | 100 | 95,900 | 0 | 0 |
Common stock issued in connection with loan modification / acquisition cost expensed (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 to acquire 10% in MedTech Diagnostics, LLC | 450,000 | 0 | 1,000 | 449,000 | 0 | 0 |
Common stock issued to acquire 10% in MedTech Diagnostics, LLC (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 | 16,747,248 | ||||
Common stock issued for services rendered | 626,340 | 0 | 637 | 625,703 | 0 | 0 |
Common stock issued for services rendered (in shares) | 0 | 637,250 | ||||
Common stock issued in settlement of line of credit | 150,000 | 200 | 149,800 | |||
Common stock issued in settlement of line of credit (in shares) | 200,000 | |||||
Common stock issued in settlement of note payable and accrued interest | 336,557 | 0 | 337 | 336,220 | 0 | 0 |
Common stock issued in settlement of note payable and accrued interest (in shares) | 0 | 336,557 | ||||
Common stock issued in connection with loan modification / acquisition cost expensed | 0 | 0 | 30 | -30 | 0 | 0 |
Common stock issued in connection with loan modification / acquisition cost expensed (in shares) | 0 | 30,000 | ||||
Reclassification of derivative liability to equity upon convertible note payoff | 0 | |||||
Beneficial conversion feature in connection with note payable | 0 | |||||
Net loss | -2,489,539 | 0 | 0 | 0 | 0 | -2,489,539 |
Balance at Dec. 31, 2014 | ($3,163,183) | $0 | $17,951 | $12,671,942 | $0 | ($15,853,076) |
Balance (in shares) at Dec. 31, 2014 | 0 | 17,951,055 |
CONSOLIDATED_STATEMENTS_OF_STO1
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT [Parenthetical] (MedTech Diagnostics, LLC [Member]) | Dec. 31, 2013 |
MedTech Diagnostics, LLC [Member] | |
Business Acquisition, Percentage of Voting Interests Acquired | 10.00% |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | ($2,489,539) | ($4,704,303) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization expenses | 552,084 | 518,611 |
Amortization of financing costs | 82,744 | 57,348 |
Bad debt expense | 912,782 | 361,284 |
Amortization of debt discount in connection with convertible note | 0 | 2,706,869 |
Stock based compensation | 997,750 | 549,441 |
Common stock issued for loan modification | 0 | 96,000 |
Impairment of investment | 0 | 450,000 |
Loss on change in fair value of debt derivative | 0 | -32,218 |
Changes in operating assets and liabilities: | ||
Accounts receivable | -1,445,263 | -1,105,572 |
Prepaid expenses and other | -12,574 | -70,604 |
Restricted funds | -62,013 | -35,098 |
Accounts payable and accrued expenses | 1,136,264 | -91,312 |
Unearned income | -36,171 | 35,496 |
Net cash used in operating activities | -363,937 | -1,264,058 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of equipment | -145,225 | -397,688 |
Net decrease in deposits | 0 | 25,502 |
Net cash used in investing activities | -145,225 | -372,186 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net (payments) proceeds from related party line of credit | 0 | -10,846 |
Proceeds from advances | 224,000 | 0 |
Proceeds from convertible note payable | 0 | 2,128,117 |
Proceeds from lines of credit | 587,000 | 1,373,208 |
Proceeds from issuance of notes payable, net of financing costs | 0 | 152,659 |
Net payments on notes payable | -761,909 | -1,334,781 |
Net cash provided by financing activities | 49,091 | 2,308,357 |
Net (decrease) increase in cash and cash equivalents | -460,071 | 672,113 |
Cash and cash equivalents, beginning of period | 739,158 | 67,045 |
Cash and cash equivalents, end of period | 279,087 | 739,158 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid during the period for interest | 783,958 | 731,877 |
Cash paid during the period for taxes | 0 | 0 |
Supplemental Disclosure on non-cash investing and financing activities: | ||
Common stock issued in settlement of related party line of credit | 0 | 142,484 |
Common stock issued in connection with acquisition of patent | 0 | 286,500 |
Common stock issued to acquire 10% interest in MedTech Diagnostics, LLC | 0 | 450,000 |
Beneficial conversion feature on convertible note credited to additional paid-in-capital | 0 | 1,871,117 |
Reclassification of derivative liability to additional paid-in-capital | 0 | 366,094 |
Line of Credit [Member] | ||
Supplemental Disclosure on non-cash investing and financing activities: | ||
Common stock issued in settlement of accrued expenses. | 166,340 | 0 |
Convertible Notes Payable [Member] | ||
Supplemental Disclosure on non-cash investing and financing activities: | ||
Common stock issued in settlement of note payable | 486,557 | 0 |
Notes Payable [Member] | ||
Supplemental Disclosure on non-cash investing and financing activities: | ||
Common stock issued in settlement of note payable | $0 | $624,000 |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOWS [Parenthetical] (MedTech Diagnostics, LLC [Member]) | Dec. 31, 2014 |
MedTech Diagnostics, LLC [Member] | |
Noncontrolling Interest, Ownership Percentage by Parent | 10.00% |
ORGANIZATION_BUSINESS_AND_PRIN
ORGANIZATION, BUSINESS AND PRINCIPLES OF CONSOLIDATION | 12 Months Ended |
Dec. 31, 2014 | |
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. | |
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, 2014 | |||
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. Significant estimates include the recoverability and useful lives of long-lived assets, the fair value of the Company’s stock, and stock-based compensation. Actual results may differ from these 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 be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed or 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 Arrangements” (“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 ASC 605-25 on the Company's financial position and results of operations was not significant. | |||
The Company recognizes in accordance with Accounting Standards Codification subtopic 954-310, “Health Care Entities” (“ASC 954-310”), significant patient service revenue at the time the services are rendered, even though it does not assess the patient’s ability to pay. Therefore, The Company’s interim and annual periods reports disclose both, its policy for assessing and disclosing the timing and amount of uncollectable patient service revenue recognized as doubtful. Qualitative and quantitative information about significant changes in the allowance for doubtful accounts related to patient accounts receivable are disclosed in the Company’s reports. These estimates are based upon the past history and identified trends for each of our payers. | |||
Patient Service Revenue | |||
The Company recognizes patient service revenue associated with services provided to patients who have third-party payer coverage on the basis of contractual rates for the services provided. For uninsured or self-pay patients that do not qualify for charity care, the Company recognizes revenue on the basis of its standard rates for services provided (or on the basis of discounted rates, if negotiated or provided by policy). On the basis of historical experience, a portion of the Company’s patient service revenue may be potentially uncollectible due to patients who are unable or unwilling to pay for the services provided or the portion of their bill for which they are responsible. Thus, the Company records a provision for bad debts related to potentially uncollectible patient service revenue in the period the services are provided. | |||
Rental Revenue | |||
FCID Holdings, Inc. has one real estate holding, Marina Towers, LLC, a 78,000 square foot, Class A, six-story building located on the Indian River in Melbourne, Florida. In addition to housing our corporate headquarters and First Choice-Brevard, the building, which averages 95% annual occupancy, also leases approximately 48,698 square feet of commercial office space to third party tenants. The Company recognizes rental revenue associated with the period of time facility is leased at the contractual lease rates (or on the basis of discounted rates, if negotiated). | |||
Cash | |||
Cash consist of cash held in bank demand deposits. The Company considers all highly liquid instruments with original maturities of three months or less to be cash equivalents. As of December 31, 2014, the Company had $279,087 cash. | |||
Concentrations of Credit Risk | |||
The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Occasionally, 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. | |||
Accounts Receivable | |||
Accounts receivables are carried at their estimated collectible amounts net of doubtful accounts. The Company analyzes its past history and identifies trends for each major payer sources of revenue to estimate the appropriate allowance for doubtful accounts and provision for bad debts. Management regularly reviews data about these major payer sources of revenue in evaluating the sufficiency of the allowance for doubtful accounts. | |||
· | Rental receivables. Accounts receivables from rental activities are periodically evaluated for collectability in determining the appropriate allowance for doubtful account provision for bad debts and provision of bad debts. | ||
· | Patient receivables. Accounts receivables from services provided to patients who have third-party coverage, the Company analyzes contractually due amounts and provides a provision for bad debts, if necessary. The Company records a provision for bad debts in the period of service on the basis of past experience or when indications are the patients are unable or unwilling to pay the portion of their bill for which they are responsible. The difference between the standard rates (or the discounted rates if negotiated) and the amounts actually collected after all reasonable collection efforts have been exhausted, is charged off against the allowance for doubtful accounts. | ||
As of December 31, 2014 and 2013, the Company’s allowance for bad debts was $1,482,212 and $361,284, 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, 2014 and 2013 was $82,743 and $57,348 respectively. Accumulated amortization of deferred financing costs were $231,369 and $148,626 at December 31, 2014 and 2013, respectively. | |||
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 represents all of the material financial information related to the Company’s two principal operating segments (see Note 16 – Segment Information). | |||
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 expenses for the years ended December 31, 2014 and 2013 was $20,000 and $20,000, respectively. Accumulated amortization of patient list costs were $55,000 and $35,000 at December 31, 2014 and 2013, 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 to Notes to the Consolidated Financial Statements). | |||
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, 2014 and 2013 does not reflect the effects of 3,751,502 and 3,414,070 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, 2014 and 2013 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, 2014, 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, 2014 and 2013, 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. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: | |||
· | Level 1 - Quoted prices in active markets for identical assets or liabilities. | ||
· | Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. | ||
· | Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. | ||
To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. | |||
The carrying value of the Company’s cash, accounts receivable, accounts payable, short-term borrowings (including convertible notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity. | |||
As of December 31, 2014 and 2013, the Company did not have any items that would be classified as level 1, 2 or 3 disclosures. | |||
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 13 to Notes to the Consolidated Financial Statements). 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. Amortization expenses for the years ended December 31, 2014 and 2013 was $19,100 and $-0-, respectively. Accumulated amortization of Patent costs were $19,100 and $-0- at December 31, 2014 and 2013, respectively. | |||
Income Taxes | |||
The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. | |||
The Company adopted the provisions of Accounting Standards Codification (“ASC”) Topic 740-10, which prescribes a recognition threshold and measurement process for financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. | |||
Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements as of December 31, 2014 and 2013. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. | |||
The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of operations. | |||
Recent Accounting Pronouncements | |||
The FASB has issued ASU No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company has not yet determined the effect of the adoption of this standard and it is expected to have a material impact on the Company’s consolidated financial statements. | |||
The FASB has issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605 - Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective on January 1, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. The Company has not yet determined the effect of the adoption of this standard and it is expected to have an immaterial impact on the Company’s consolidated financial statements. | |||
In August, 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties About an Entities Ability to Continue as a Going Concern. The standard is intended to define management’s responsibility to decide whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The standard requires management to decide whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. The standard provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations in the footnotes. The standard becomes effective in the annual period ending after December 15, 2016, with early application permitted. The adoption of this pronouncement is not expected to have a material impact on the consolidated financial statements. | |||
There are other 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 financial position, results of operations or cash flows. | |||
Subsequent Events | |||
The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements, except as disclosed. | |||
LIQUIDITY
LIQUIDITY | 12 Months Ended |
Dec. 31, 2014 | |
Liquidity Disclosures [Abstract] | |
Liquidity Disclosure [Text Block] | NOTE 3 — LIQUIDITY |
The Company incurred various non-recurring expenses in 2014 in connection with the planned development of its medical practice. Management believes the continuing trend of positive growth before interest, taxes, depreciation and amortization into 2015 will support improved liquidity. In the fourth quarter of 2013, the Company paid off or converted to equity a total of $1,238,480 in outstanding debt. Currently, the Company has three main sources of liquidity, its line of credit with CT Capital, LP, revenue received from FCID Medical, Inc. and revenue received from its real estate interest, FCID Holdings, Inc. | |
On June 13, 2013, the Company’s subsidiary, First Choice – Brevard entered into a loan and security agreement with CT Capital, Ltd., d/b/a CT Capital, LP, a Florida limited liability partnership for an accounts receivable line of credit in the maximum aggregate amount of $1,500,000. Under the line of credit with CT Capital, the Company reduced the annual interest rate from 12% per annum to 6% per annum in exchange for the issuance to CT Capital of 100,000 restricted shares of the Company’s common stock. As of December 31, 2014, the Company has used $1,237,000 of the amount available under the line of credit. | |
The Company’s wholly owned subsidiary, FCID Holdings, Inc. (“FCID Holdings”) operates its real estate interests. Currently, FCID Holdings has one real estate holding, Marina Towers, LLC, a 78,000 square foot, Class A, six-story building located on the Indian River in Melbourne, Florida. In addition to housing the Company’s corporate headquarters and First Choice – Brevard, the building, which averages 95% annual occupancy, also leases approximately 48,698 square feet of commercial office space to third party tenants. | |
The Company believes that ongoing operations of Marina Towers, LLC and the current positive cash balance along with continued execution of its business development plan will allow the Company to further improve its working capital and currently anticipates that it will have sufficient capital resources to meet projected cash flow requirements through the date that is one year and one day from the filing of this report . However, in order to execute the Company’s business development plan, which there can be no assurance it will do, the Company may need to raise additional funds through public or private equity offerings, debt financings, corporate collaborations or other means and potentially reduce operating expenditures. If the Company is unable to secure additional capital, it may be required to curtail its business development initiatives and take additional measures to reduce costs in order to conserve its cash. | |
CASH_RESTRICTED
CASH - RESTRICTED | 12 Months Ended |
Dec. 31, 2014 | |
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. As of December 31, 2014 the Company had $318,259 in restricted cash as compared to $256,246 at December 31, 2013. | |
PROPERTY_PLANT_AND_EQUIPMENT
PROPERTY, PLANT, AND EQUIPMENT | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
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, 2014 and 2013 are as follows: | ||||||||
2014 | 2013 | |||||||
Land | $ | 1,000,000 | $ | 1,000,000 | ||||
Building | 3,055,168 | 3,055,168 | ||||||
Building improvements | 3,970,603 | 3,953,846 | ||||||
Automobiles | 29,849 | 29,849 | ||||||
Computer equipment | 327,847 | 210,698 | ||||||
Medical equipment | 2,253,219 | 2,238,639 | ||||||
Office equipment | 129,723 | 132,984 | ||||||
10,766,409 | 10,621,184 | |||||||
Less: accumulated depreciation | -2,472,111 | -1,959,127 | ||||||
$ | 8,294,298 | $ | 8,662,057 | |||||
During the year ended December 31, 2014 and 2013, depreciation expense charged to operations was $512,984 and $483,797, respectively. | ||||||||
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2014 | |
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. | |
ADVANCES
ADVANCES | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Short-term Debt [Text Block] | NOTE 7 — ADVANCES |
During the year ended December 31, 2014, the Company received an aggregate of $224,000 as cash advances from non-related parties. The advances are due upon demand with an interest rate of 12% per annum. | |
LINES_OF_CREDIT
LINES OF CREDIT | 12 Months Ended |
Dec. 31, 2014 | |
Line Of Credit Facility [Abstract] | |
Line Of Credit Facilities [Text Block] | NOTE 8 — 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. | |
During the year ended December 31, 2014, the Company issued 200,000 shares of its common stock upon the election by Lender to convert $150,000 of outstanding principal amount under the line of credit. | |
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. | |
LINE_OF_CREDIT_RELATED_PARTY
LINE OF CREDIT, RELATED PARTY | 12 Months Ended |
Dec. 31, 2014 | |
Line Of Credit Facility [Abstract] | |
Line Of Credit Related Party [Text Block] | NOTE 9 - 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. (“CCR”), 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 as related party interest for the year ended December 31, 2013. | |
On November 8, 2013, CCR converted the then outstanding balance of $142,483, 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, 2014 | |
Related Party Transactions [Abstract] | |
Note Payable Related Party Disclosure [Text Block] | NOTE 10 - 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, 2013. The Company paid $27,556 as interest on the HSR note for the year ended December 31, 2013. | |
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, 2014 | |
Debt Disclosure [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 11 - CONVERTIBLE NOTES PAYABLE |
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") in exchange for the issuance of (i) a $2,320,000, 8% original issue discount convertible debenture, which was originally due on December 28, 2013 and subsequently extended on December 28, 2013 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 at an exercise price of $1.35 per share, which may be exercised on a cashless basis, until November 8, 2018. The Debenture and the Warrant may not be converted if such conversion would result in Hillair beneficially owning in excess of 4.99% of the Company’s common stock. Hillair may waive this 4.99% restriction with 61 days’ notice to the Company. | |
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 of the Debenture). Until the Debenture is no longer outstanding, the Debenture is convertible, in whole or in part at the option of Hillair, into shares of common stock, subject to certain conversion limitations set forth above. 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, and 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 set forth in the Securities Purchase Agreement, however, the conversion price of the Debenture will 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 April 1, 2015 (see Note 20-Subsequent Events), 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. The August 1st and November 1st 2014 payments have been made. | |
On or after May 8, 2014, subject to certain conditions set forth in the Debenture, 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. | |
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 Securities Purchase Agreement. In addition, certain of the Company’s subsidiaries agreed to guarantee the Company’s obligations pursuant to the guaranty agreements. | |
In connection with the issuance of the Debenture, the Company issued the Warrant, 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 Warrant and the conversion feature of the Debenture 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. | |
On April 30, 2014, Hillair agreed to waive its right to participate in the Company’s future financings for a certain time period and under certain circumstances, as disclosed in the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on May 1, 2014. | |
On May 9, 2014 Hillair elected to convert the aggregate amount of $104,000 of its Debenture, representing $100,000 of principal and $4,000 in interest into 104,000 shares of the Company’s common stock. | |
On June 30, 2014, Hillair elected to convert the aggregate amount of $104,700 of its Debenture, representing $100,000 of principal and $4,700 of interest, into 104,700 shares of the Company’s common stock. On August 4, 2014, Hillair elected to convert accrued interest of $127,857 into 127,857 shares of the Company’s common stock. The outstanding balance for the Debenture was $2,148,835 , which includes accrued interest of $1,432 and $2,347,403 as of December 31, 2014 and 2013 respectively. | |
On April 9, 2015 Hillair Capital Investments L.P. (“Hillair”) agreed to further modify the redemption terms of the 8% Original Issue Discount Secured Convertible Debenture (the “Debenture”) as follows. The Company shall remit $580,000 principal amount of the Debenture on or before May 1, 2015 (originally due February 1, 2015); in consideration of reducing the conversion price of $100,000 principal amount of the Debenture from $1.00 to $0.50 per share, the $580,000 principal amount of the Debenture plus interest due May 1, 2015 is extended to August 1, 2015. | |
Additionally, the modification provides the Company, upon the payment of $150,000 (on or before July 1, 2015) and the reduction of the exercise price of the 2,320,000 warrants issued to Hillair from $1.35 per share to $1.00 per share, to extend the $580,000 principal amount of the Debenture plus interest due August 1, 2015 and the balance of the principal amount of the Debenture plus interest due November 1, 2015 until January 15, 2016. Reducing the exercise price of the warrants would increase the number of warrants granted to Hillair by 601,481. | |
Other 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) of the Securities Act. | |
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 notes 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 the Other Convertible 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, 2014 and 2013, the Company amortized and wrote off an aggregate of $-0- and $2,706,869 of debt discount to operations as interest expense, respectively. | |
NOTES_PAYABLE
NOTES PAYABLE | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Long-term Debt [Text Block] | NOTE 12— NOTES PAYABLE | |||||||
Notes payable as of December 31, 2014 and 2013 are comprised of the following: | ||||||||
2014 | 2013 | |||||||
Mortgage Payable | $ | 7,256,416 | $ | 7,353,398 | ||||
Note Payable, GE Capital (construction), MRI | 121,204 | 278,287 | ||||||
Note Payable, GE Capital (construction), 2 | 44,911 | 100,977 | ||||||
Note Payable, GE Capital (MRI) | 1,218,625 | 1,592,278 | ||||||
Note Payable, GE Capital (X-ray) | 142,349 | 184,001 | ||||||
Note Payable, GE Arm | 91,925 | 114,597 | ||||||
Note Payable, Auto | 16,383 | 22,211 | ||||||
Capital Lease Equipment | 25,538 | 33,511 | ||||||
8,917,351 | 9,679,260 | |||||||
Less current portion | -732,791 | -743,787 | ||||||
$ | 8,184,560 | $ | 8,935,473 | |||||
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 in the year 2011. 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 entered into a note payable with GE Healthcare Financial Services (“GE Capital”) in the amount of approximately $2.4 million for equipment financing. | ||||||||
The Company also currently has two construction loans outstanding. As of December 2012, the construction loans are payable in 35 monthly payments (first three payments are $nil) including interest at 7.38%. On May 29, 2012, the Company drew down a total of $450,000 against the first construction loan. On September 24, 2012, the Company drew down a total of $150,000 against the second construction loan. | ||||||||
The Company entered into equipment finance leases for a total aggregate amount of $2,288,679, subject to delivery and acceptance of the underlying equipment. All notes and finance leases have been personally guaranteed by the Company's Chief Executive Officer. | ||||||||
On September 27, 2012, the Company accepted the delivery of MRI equipment under the equipment finance lease. As such, the component piece accepted of $1,771,390 is due over 60 months and the associated monthly payment is $0 for the first three months and $38,152 per month for the remaining 57 months including interest at 7.9375% per annum. On March 8, 2013, the Company amended the equipment finance lease to interest only payments of $11,779 for the first three months and $38,152 per month for the remaining monthly payments. | ||||||||
On August 22, 2012, the Company accepted the delivery of X-ray equipment under the equipment finance lease. As such, the component piece accepted of $212,389 is due over 60 months and the associated monthly payment is $0 for the first three months and $4,300 per month for the remaining 57 months including interest at 7.9375% per annum. On March 8, 2013, the Company amended the equipment finance lease to interest only payments of $1,384 for the first three months and $4,575 per month for the remaining monthly payments. | ||||||||
On February 25, 2013, the Company accepted the delivery of C-arm equipment under the equipment finance lease. As such, the component piece accepted of $117,322 is due over 63 months and the associated monthly payment is $0 for the first three months and $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, 2014 was $16,383. | ||||||||
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. | ||||||||
Aggregate principal maturities of long-term debt as of December 31: | ||||||||
Amount | ||||||||
Year ended December 31, 2015 | $ | 732,791 | ||||||
Year ended December 31, 2016 | 7,642,507 | |||||||
Year ended December 31, 2017 | 523,316 | |||||||
Year ended December 31, 2018 and thereafter | 18,737 | |||||||
Total | $ | 8,917,351 | ||||||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 13 — RELATED PARTY TRANSACTIONS |
As more fully described in Note 9 — Line of Credit, Related Party 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 as related party interest for the year ended December 31, 2013. On November 8, 2013, CCR converted the then outstanding balance of $142,484, 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 10 — 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, 2013. The Company paid $27,556 as interest on the HSR note for the year ended December 31, 2013. Mr. Colin Halpern was 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 a member of the Company's Board of Directors. 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, 2014 | |
Stockholders' Equity Note [Abstract] | |
Capital Stock [Text Block] | NOTE 14 — CAPITAL STOCK |
Preferred stock | |
The Company is authorized to issue 1,000,000 shares $0.01 par value preferred stock. As of December 31, 2014 and 2013, 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, 2014 and 2013, and 17,951,055 and 16,747,248 shares were issued and outstanding, respectively. | |
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. The shares were issued in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act.1 | |
During the year ended December 31, 2014, the Company issued an aggregate of 200,000 shares of its common stock in conversion of principal due on the line of credit of $150,000. | |
During the year ended December 31, 2014, the Company issued 336,557 shares of its common stock in the conversion of convertible notes payable, and accrued interest of $336,557. | |
During the year ended December 31, 2014, the Company issued 200,000 shares of its common stock to various consultants and employees for 2013 services rendered, valued at $166,340 and expensed in 2013. | |
During the year ended December 31, 2014, the Company issued an aggregate of 100,000 shares of its common stock for various consulting services rendered at an aggregate fair value of $124,750. | |
During the year ended December 31, 2014, the Company issued 100,000 shares of common stock for future services of $98,000 of which the Company expensed $85,750 in 2014 and will expense $12,250 in 2015. The Company recorded the fair value as prepaid expenses and amortizes the fair value of the shares issued as stock based compensation during the requisite service period to operations. During the year ended December 31, 2014, the Company recorded $98,000 as stock based compensation. | |
During the year ended December 31, 2014, the Company issued 30,000 shares of common stock for the settlement of financing costs associated with the Hillair 8% Debenture and included as part of the loan acquisition cost expensed in the year ended December 31, 2013. | |
During the year ended December 31, 2014, the Company issued an aggregate of 237,250 shares of its common stock in employee incentives and board compensation at an aggregate fair value of $237,250. The shares issued to employees were discretionary stock incentives to reward and retain key employees and not issued as part of the 2011 Incentive Stock Plan. | |
1 200,000 shares of common stock were issued in 2014. | |
Stock-based payable | |
The Company is obligated to issue an aggregate of 477,273 shares of its common stock to officers and consultants for past and future services. The estimated liability as of December 31, 2014 of $537,750 ($1.32 per share) was determined based on services rendered in 2014. The shares were issued in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act. | |
STOCK_OPTIONS_AND_WARRANTS
STOCK OPTIONS AND WARRANTS | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||
Stock Options and Warrants Disclosure [Text Block] | NOTE 15 — 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, 2014: | |||||||||||||||
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: | |||||||||||||||
Weighted | |||||||||||||||
Average | |||||||||||||||
Number of | Price | ||||||||||||||
Shares | Per Share | ||||||||||||||
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 | ||||||||||||
Granted | - | - | |||||||||||||
Exercised | - | - | |||||||||||||
Expired | - | - | |||||||||||||
Outstanding at December 31,2014 | 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 11 to the Notes to the Consolidated Financial Statements. | |||||||||||||||
As of December 31, 2014, the Company had no outstanding options. | |||||||||||||||
SEGMENT_REPORTING
SEGMENT REPORTING | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||
Segment Reporting Disclosure [Text Block] | NOTE 16 — 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, 2014: | |||||||||||||||||
Marina | FCID | Corporate | Intercompany | Total | |||||||||||||
Towers | Medical | Eliminations | |||||||||||||||
Revenue: | |||||||||||||||||
Net patient service revenue | $ | - | $ | 7,053,603 | $ | - | $ | - | $ | 7,053,603 | |||||||
Rental revenue | 1,483,948 | - | - | -434,949 | 1,048,999 | ||||||||||||
Total Revenue | 1,483,948 | 7,053,603 | - | -434,949 | 8,102,602 | ||||||||||||
Operating expenses: | |||||||||||||||||
Salaries and benefits | 12,000 | 3,733,140 | 1,016,433 | - | 4,761,573 | ||||||||||||
Other operating expenses | 430,041 | 1,902,688 | - | -434,949 | 1,897,780 | ||||||||||||
General and administrative | 89,359 | 1,168,826 | 1,176,074 | - | 2,434,259 | ||||||||||||
Depreciation and amortization | 276,666 | 256,318 | 19,100 | - | 552,084 | ||||||||||||
Total operating expenses | 808,066 | 7,060,972 | 2,211,607 | -434,949 | 9,645,696 | ||||||||||||
Net income (loss) from operations: | 675,882 | -7,369 | -2,211,607 | - | -1,543,094 | ||||||||||||
Interest expense | -451,962 | -225,427 | -189,312 | - | -866,701 | ||||||||||||
Amortization of financing costs | -57,348 | -25,396 | - | - | -82,744 | ||||||||||||
Other income (expense) | 3,000 | - | - | - | 3,000 | ||||||||||||
Net Income (loss): | 169,572 | -258,192 | -2,400,919 | - | -2,489,539 | ||||||||||||
Income taxes | - | - | - | - | - | ||||||||||||
Net income (loss) | 169,572 | -258,192 | $ | -2,400,919 | $ | - | $ | -2,489,539 | |||||||||
Summary Statement of Operations for the year ended December 31, 2013: | |||||||||||||||||
Marina | FCID | Corporate | Intercompany | Total | |||||||||||||
Towers | Medical | Eliminations | |||||||||||||||
Revenue: | |||||||||||||||||
Net patient service revenue | $ | - | $ | 5,094,358 | $ | - | $ | - | $ | 5,094,358 | |||||||
Rental revenue | 1,473,048 | - | - | -424,579 | 1,048,469 | ||||||||||||
Total Revenue | 1,473,048 | 5,094,358 | - | -424,579 | 6,142,827 | ||||||||||||
Operating expenses: | |||||||||||||||||
Salaries and benefits | 12,000 | 2,537,024 | 547,261 | - | 3,096,285 | ||||||||||||
Other operating expenses | 385,712 | 1,389,794 | - | -424,579 | 1,350,927 | ||||||||||||
General and administrative | 82,186 | 669,248 | 953,720 | - | 1,750,154 | ||||||||||||
Impairment of investment | - | - | 450,000 | - | 450,000 | ||||||||||||
Depreciation and amortization | 164,884 | 353,727 | - | - | 518,611 | ||||||||||||
Total operating expenses | 644,782 | 4,949,793 | 1,950,981 | -424,579 | 7,120,977 | ||||||||||||
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, 2014: | |||||||||||||||||
Marina | FCID | Corporate | Intercompany | Total | |||||||||||||
Towers | Medical | Eliminations | |||||||||||||||
Assets: | |||||||||||||||||
At December 31, 2014: | $ | 6,726,759 | $ | 4,407,749 | $ | 336,184 | $ | - | $ | 11,470,692 | |||||||
At December 31, 2013: | $ | 6,873,839 | $ | 4,178,091 | $ | 761,367 | $ | $ | 11,813,297 | ||||||||
Assets acquired | |||||||||||||||||
Year ended December 31, 2014: | $ | 16,758 | $ | 128,467 | $ | - | $ | - | $ | 145,225 | |||||||
Year ended December 31, 2013: | $ | 221,902 | $ | 175,786 | $ | - | $ | - | $ | 397,688 | |||||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 17 - 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, 2014 forward are approximately: 2015: $16,835; 2016: $ -0-: total: $16,835. After 2015, we no longer have these obligations. All contracts are now on a month-to-month basis. | |
Employment Agreement with Christian Romandetti, CEO | |
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. | |
As of December 31, 2014, Mr. Romandetti, CEO, deferred payment of approximately $107,500 of his compensation. | |
Elite Financial Group | |
On October 2, 2013, the Company entered into a cancelable 12-month agreement to engage the services of Elite Financial Communications Group, LLC. 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. | |
In July 2014, the Company terminated the Services of Elite, and in accordance with the terms of the agreement, issued an aggregate of 112,500 shares of common stock at a cost of $125,368. The shares were issued in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act. | |
Elite Stock Research Inc. | |
On September 18, 2014, the Company entered into a cancelable 4- month agreement (the “Agreement”) to engage the services of Elite Stock Research, Inc. The Agreement provides for a monthly cash retainer; and 100,000 restricted shares of the Company’s common stock that were issued in 2014 at a cost of $98,000. The shares were issued in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act. | |
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 | |
On or about July 25, 2014, MedTRX Health Care Solutions, LLC and MedTRX Collection Services, LLC (“MedTRX”) filed a demand for arbitration with the American Arbitration Association (“AAA”) against FCID Medical, Inc. and First Choice Medical Group of Brevard, LLC (collectively, “First Choice”). MedTRX claims that First Choice breached an exclusive five year billing and collection agreement dated as of December 9, 2011 (“Billing Agreement”) by engaging another billing service on or about June 1, 2014. MedTRX also claims that First Choice failed to pay for services that MedTRX had performed prior to June 1, 2014 leaving a balance due of $93,280.84. MedTRX claims total damages of “not less than $3 million. On or about September 15, 2014, First Choice served its Answering Statement and Counterclaims (“Answering Statement”). In the Answering Statement, First Choice denies all liability to MedTRX due to MedTRX’s numerous material breaches of the Billing Agreement and asserted two counterclaims for fraudulent inducement and negligence against MedTRX. First Choice seeks damages of not less than $2 Million against MedTRX. However, no assurance can be given that any amounts ultimately due by the Company will not have a material impact on the Company’s financial condition. | |
On April 10, 2014, the Company terminated the employment of Dr. David E. Dominguez in accordance with the terms of his five (5) year Employment Agreement dated September 26, 2013 (the “Employment Agreement”). Dr. Dominguez, on June 5, 2014, commenced an action against the Company in the Circuit Court of the Eighteenth Judicial Circuit In and For Brevard County, Florida, alleging that his termination was in breach of the Employment Agreement. The action was settled by Agreement dated September 4, 2014, with no settlement cost to the Company, without either party admitting any liability, and the filing of a Joint Stipulation of Dismissal. | |
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. | |
LOSS_INCOME_PER_SHARE
(LOSS) INCOME PER SHARE | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Earnings Per Share [Text Block] | NOTE 18 — (LOSS) INCOME PER SHARE | |||||||
The following table presents the computation of basic and diluted loss per share: | ||||||||
2014 | 2013 | |||||||
Net loss available for common shareholders | $ | -2,489,539 | $ | -4,704,303 | ||||
Basic net loss per share | $ | -0.14 | $ | -0.35 | ||||
Weighted average common shares outstanding-basic | 17,249,921 | 13,529,294 | ||||||
Diluted net loss share | $ | -0.14 | $ | -0.35 | ||||
Weighted average common shares outstanding-Diluted | 17,249,921 | 13,529,294 | ||||||
During the year ended December 31, 2014 and 2013, 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, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Income Tax Disclosure [Text Block] | NOTE 19 - 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, 2014, the Company has available for federal income tax purposes a net operating loss carry forward of approximately $5,410,000 that may be used to offset future taxable income. Components of deferred tax assets as of December 31, 2014 are comprised primarily of stock based compensation and debt discounts in connection with convertible notes. No income taxes were recorded on the earnings in 2014 and 2013 as a result of the utilization of any carry forwards. | ||||||||
Deferred net tax asset consist of the following at December 31, 2014 and 2013: | ||||||||
2014 | 2013 | |||||||
Deferred tax asset | $ | 210,000 | $ | 490,000 | ||||
Less valuation allowance | -210,000 | -490,000 | ||||||
Net deferred tax asset | $ | 0 | $ | 0 | ||||
The provision for income taxes consists of the following: | ||||||||
2014 | 2013 | |||||||
Current tax (benefit) | $ | $ | ||||||
Adjustment for prior year accrual | - | - | ||||||
Net provision (benefit) | $ | $ | ||||||
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: | ||||||||
2014 | 2013 | |||||||
Federal statutory rate | 35 | % | 35 | % | ||||
State income taxes net of Federal benefit | 3.6 | % | - | |||||
38.6 | % | 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, 2014 and 2013. | ||||||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 20 – SUBSEQUENT EVENTS |
Hillair Extension | |
On January 30, 2015, the Company and Hillair entered into an Extension Agreement (“Extension”) amending the 8% Original Issue Discount Secured Convertible Debenture due November 1, 2015, in order to extend the Periodic Redemption due February 1, 2015, in the principal amount of $580,000 (the “February Periodic Redemption”) to April 1, 2015. See Note 11 to Notes to the Consolidated Financial Statements. | |
In consideration of the Extension, the Company issued to Hillair 100,000 shares of common stock and remitted a payment of $30,000. The Extension also provides that, for an additional $20,000 payment (provided written notice and payment are made prior to March 15, 2015), the Company may request that the February Periodic Redemption be extended to May 1, 2015. | |
On March 15, 2015, the Company provided written notice and remitted $20,000 to Hillair to extend the February Redemption to May 1, 2015. | |
On April 9, 2015 Hillair Capital Investments L.P. (“Hillair”) agreed to further modify the redemption terms of the 8% Original Issue Discount Secured Convertible Debenture (the “Debenture”) as follows. The Company shall remit $580,000 principal amount of the Debenture on or before May 1, 2015 (originally due February 1, 2015); in consideration of reducing the conversion price of $100,00 principal amount of the Debenture from $1.00 to $0.50 per share, the $580,000 principal amount of the Debenture plus interest due May 1, 2015 is extended to August 1, 2015. | |
Additionally, the modification provides the Company, upon the payment of $150,000 (on or before July 1, 2015) and the reduction of the exercise price of the 2,320,000 warrants issued to Hillair from $1.35 per share to $1.00 per share, to extend the $580,000 principal amount of the Debenture plus interest due August 1, 2015 and the balance of the principal amount of the Debenture plus interest due November 1, 2015 until January 15, 2016. Reducing the exercise price of the warrants would increase the number of warrants granted to Hillair by 601,481. | |
Employee Incentive Compensation Award | |
On February 26, 2015 issued 50,000 shares to Dr. Richard Newman, Medical Director, First Choice Medical Clinic of Brevard, LLC for compensation as Medical Director and as an employee incentive compensation award. | |
Payment for Services | |
On February 27, 2015, issued 30,000 shares of First Choice’s common stock to WallStreetWriter, LLC as payment for services rendered. | |
Change in Officers | |
On March 2, 2015, the Company and Gary Pickett, Chief Financial Officer, Secretary and Treasurer of the Company, mutually agreed to release Mr. Pickett from the Company’s employment, effective immediately, to pursue other career opportunities. | |
Donald A. Bittar, a member of the Company’s Board of Directors who previously served as the Company’s Chief Financial Officer until his retirement in November 2014, agreed to assume the post of Interim CFO and continue in this capacity until a new Chief Financial Officer is qualified. | |
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||
Dec. 31, 2014 | |||
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. Significant estimates include the recoverability and useful lives of long-lived assets, the fair value of the Company’s stock, and stock-based compensation. Actual results may differ from these 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 be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed or 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 Arrangements” (“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 ASC 605-25 on the Company's financial position and results of operations was not significant. | |||
The Company recognizes in accordance with Accounting Standards Codification subtopic 954-310, “Health Care Entities” (“ASC 954-310”), significant patient service revenue at the time the services are rendered, even though it does not assess the patient’s ability to pay. Therefore, The Company’s interim and annual periods reports disclose both, its policy for assessing and disclosing the timing and amount of uncollectable patient service revenue recognized as doubtful. Qualitative and quantitative information about significant changes in the allowance for doubtful accounts related to patient accounts receivable are disclosed in the Company’s reports. These estimates are based upon the past history and identified trends for each of our payers. | |||
Patient Service Revenue | |||
The Company recognizes patient service revenue associated with services provided to patients who have third-party payer coverage on the basis of contractual rates for the services provided. For uninsured or self-pay patients that do not qualify for charity care, the Company recognizes revenue on the basis of its standard rates for services provided (or on the basis of discounted rates, if negotiated or provided by policy). On the basis of historical experience, a portion of the Company’s patient service revenue may be potentially uncollectible due to patients who are unable or unwilling to pay for the services provided or the portion of their bill for which they are responsible. Thus, the Company records a provision for bad debts related to potentially uncollectible patient service revenue in the period the services are provided. | |||
Rental Revenue | |||
FCID Holdings, Inc. has one real estate holding, Marina Towers, LLC, a 78,000 square foot, Class A, six-story building located on the Indian River in Melbourne, Florida. In addition to housing our corporate headquarters and First Choice-Brevard, the building, which averages 95% annual occupancy, also leases approximately 48,698 square feet of commercial office space to third party tenants. The Company recognizes rental revenue associated with the period of time facility is leased at the contractual lease rates (or on the basis of discounted rates, if negotiated). | |||
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash | ||
Cash consist of cash held in bank demand deposits. The Company considers all highly liquid instruments with original maturities of three months or less to be cash equivalents. As of December 31, 2014, the Company had $279,087 cash. | |||
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. Occasionally, 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. | |||
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Accounts Receivable | ||
Accounts receivables are carried at their estimated collectible amounts net of doubtful accounts. The Company analyzes its past history and identifies trends for each major payer sources of revenue to estimate the appropriate allowance for doubtful accounts and provision for bad debts. Management regularly reviews data about these major payer sources of revenue in evaluating the sufficiency of the allowance for doubtful accounts. | |||
⋅ | Rental receivables. Accounts receivables from rental activities are periodically evaluated for collectability in determining the appropriate allowance for doubtful account provision for bad debts and provision of bad debts. | ||
⋅ | Patient receivables. Accounts receivables from services provided to patients who have third-party coverage, the Company analyzes contractually due amounts and provides a provision for bad debts, if necessary. The Company records a provision for bad debts in the period of service on the basis of past experience or when indications are the patients are unable or unwilling to pay the portion of their bill for which they are responsible. The difference between the standard rates (or the discounted rates if negotiated) and the amounts actually collected after all reasonable collection efforts have been exhausted, is charged off against the allowance for doubtful accounts. | ||
As of December 31, 2014 and 2013, the Company’s allowance for bad debts was $1,482,212 and $361,284, 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, 2014 and 2013 was $82,743 and $57,348 respectively. Accumulated amortization of deferred financing costs were $231,369 and $148,626 at December 31, 2014 and 2013, respectively. | |||
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 represents all of the material financial information related to the Company’s two principal operating segments (see Note 16 – Segment Information). | |||
Goodwill and Intangible Assets, Intangible Assets, Policy [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 expenses for the years ended December 31, 2014 and 2013 was $20,000 and $20,000, respectively. Accumulated amortization of patient list costs were $55,000 and $35,000 at December 31, 2014 and 2013, 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 to Notes to the Consolidated Financial Statements). | |||
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, 2014 and 2013 does not reflect the effects of 3,751,502 and 3,414,070 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, 2014 and 2013 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, 2014, 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, 2014 and 2013, 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. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: | |||
⋅ | Level 1 - Quoted prices in active markets for identical assets or liabilities. | ||
⋅ | Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. | ||
⋅ | Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. | ||
To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. | |||
The carrying value of the Company’s cash, accounts receivable, accounts payable, short-term borrowings (including convertible notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity. | |||
As of December 31, 2014 and 2013, the Company did not have any items that would be classified as level 1, 2 or 3 disclosures. | |||
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 13 to Notes to the Consolidated Financial Statements). 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. Amortization expenses for the years ended December 31, 2014 and 2013 was $19,100 and $-0-, respectively. Accumulated amortization of Patent costs were $19,100 and $-0- at December 31, 2014 and 2013, respectively. | |||
Income Tax, Policy [Policy Text Block] | Income Taxes | ||
The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. | |||
The Company adopted the provisions of Accounting Standards Codification (“ASC”) Topic 740-10, which prescribes a recognition threshold and measurement process for financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. | |||
Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements as of December 31, 2014 and 2013. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. | |||
The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of operations. | |||
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements | ||
The FASB has issued ASU No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company has not yet determined the effect of the adoption of this standard and it is expected to have a material impact on the Company’s consolidated financial statements. | |||
The FASB has issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605 - Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective on January 1, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. The Company has not yet determined the effect of the adoption of this standard and it is expected to have an immaterial impact on the Company’s consolidated financial statements. | |||
In August, 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties About an Entities Ability to Continue as a Going Concern. The standard is intended to define management’s responsibility to decide whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The standard requires management to decide whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. The standard provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations in the footnotes. The standard becomes effective in the annual period ending after December 15, 2016, with early application permitted. The adoption of this pronouncement is not expected to have a material impact on the consolidated financial statements. | |||
There are other 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 financial position, results of operations or cash flows. | |||
Subsequent Events, Policy [Policy Text Block] | Subsequent Events | ||
The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements, except as disclosed. | |||
PROPERTY_PLANT_AND_EQUIPMENT_T
PROPERTY, PLANT, AND EQUIPMENT (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment [Table Text Block] | Property, plant and equipment at December 31, 2014 and 2013 are as follows: | |||||||
2014 | 2013 | |||||||
Land | $ | 1,000,000 | $ | 1,000,000 | ||||
Building | 3,055,168 | 3,055,168 | ||||||
Building improvements | 3,970,603 | 3,953,846 | ||||||
Automobiles | 29,849 | 29,849 | ||||||
Computer equipment | 327,847 | 210,698 | ||||||
Medical equipment | 2,253,219 | 2,238,639 | ||||||
Office equipment | 129,723 | 132,984 | ||||||
10,766,409 | 10,621,184 | |||||||
Less: accumulated depreciation | -2,472,111 | -1,959,127 | ||||||
$ | 8,294,298 | $ | 8,662,057 | |||||
NOTES_PAYABLE_Tables
NOTES PAYABLE (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Schedule of Long-term Debt Instruments [Table Text Block] | Notes payable as of December 31, 2014 and 2013 are comprised of the following: | |||||||
2014 | 2013 | |||||||
Mortgage Payable | $ | 7,256,416 | $ | 7,353,398 | ||||
Note Payable, GE Capital (construction), MRI | 121,204 | 278,287 | ||||||
Note Payable, GE Capital (construction), 2 | 44,911 | 100,977 | ||||||
Note Payable, GE Capital (MRI) | 1,218,625 | 1,592,278 | ||||||
Note Payable, GE Capital (X-ray) | 142,349 | 184,001 | ||||||
Note Payable, GE Arm | 91,925 | 114,597 | ||||||
Note Payable, Auto | 16,383 | 22,211 | ||||||
Capital Lease Equipment | 25,538 | 33,511 | ||||||
8,917,351 | 9,679,260 | |||||||
Less current portion | -732,791 | -743,787 | ||||||
$ | 8,184,560 | $ | 8,935,473 | |||||
Schedule of Maturities of Long-term Debt [Table Text Block] | Aggregate principal maturities of long-term debt as of December 31: | |||||||
Amount | ||||||||
Year ended December 31, 2015 | $ | 732,791 | ||||||
Year ended December 31, 2016 | 7,642,507 | |||||||
Year ended December 31, 2017 | 523,316 | |||||||
Year ended December 31, 2018 and thereafter | 18,737 | |||||||
Total | $ | 8,917,351 | ||||||
STOCK_OPTIONS_AND_WARRANTS_Tab
STOCK OPTIONS AND WARRANTS (Tables) | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [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, 2014: | ||||||||||||||
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: | ||||||||||||||
Weighted | |||||||||||||||
Average | |||||||||||||||
Number of | Price | ||||||||||||||
Shares | Per Share | ||||||||||||||
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 | ||||||||||||
Granted | - | - | |||||||||||||
Exercised | - | - | |||||||||||||
Expired | - | - | |||||||||||||
Outstanding at December 31,2014 | 4,195,000 | $ | 2.36 | ||||||||||||
SEGMENT_REPORTING_Tables
SEGMENT REPORTING (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
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, 2014: | |||||||||||||||||
Marina | FCID | Corporate | Intercompany | Total | |||||||||||||
Towers | Medical | Eliminations | |||||||||||||||
Revenue: | |||||||||||||||||
Net patient service revenue | $ | - | $ | 7,053,603 | $ | - | $ | - | $ | 7,053,603 | |||||||
Rental revenue | 1,483,948 | - | - | -434,949 | 1,048,999 | ||||||||||||
Total Revenue | 1,483,948 | 7,053,603 | - | -434,949 | 8,102,602 | ||||||||||||
Operating expenses: | |||||||||||||||||
Salaries and benefits | 12,000 | 3,733,140 | 1,016,433 | - | 4,761,573 | ||||||||||||
Other operating expenses | 430,041 | 1,902,688 | - | -434,949 | 1,897,780 | ||||||||||||
General and administrative | 89,359 | 1,168,826 | 1,176,074 | - | 2,434,259 | ||||||||||||
Depreciation and amortization | 276,666 | 256,318 | 19,100 | - | 552,084 | ||||||||||||
Total operating expenses | 808,066 | 7,060,972 | 2,211,607 | -434,949 | 9,645,696 | ||||||||||||
Net income (loss) from operations: | 675,882 | -7,369 | -2,211,607 | - | -1,543,094 | ||||||||||||
Interest expense | -451,962 | -225,427 | -189,312 | - | -866,701 | ||||||||||||
Amortization of financing costs | -57,348 | -25,396 | - | - | -82,744 | ||||||||||||
Other income (expense) | 3,000 | - | - | - | 3,000 | ||||||||||||
Net Income (loss): | 169,572 | -258,192 | -2,400,919 | - | -2,489,539 | ||||||||||||
Income taxes | - | - | - | - | - | ||||||||||||
Net income (loss) | 169,572 | -258,192 | $ | -2,400,919 | $ | - | $ | -2,489,539 | |||||||||
Summary Statement of Operations for the year ended December 31, 2013: | |||||||||||||||||
Marina | FCID | Corporate | Intercompany | Total | |||||||||||||
Towers | Medical | Eliminations | |||||||||||||||
Revenue: | |||||||||||||||||
Net patient service revenue | $ | - | $ | 5,094,358 | $ | - | $ | - | $ | 5,094,358 | |||||||
Rental revenue | 1,473,048 | - | - | -424,579 | 1,048,469 | ||||||||||||
Total Revenue | 1,473,048 | 5,094,358 | - | -424,579 | 6,142,827 | ||||||||||||
Operating expenses: | |||||||||||||||||
Salaries and benefits | 12,000 | 2,537,024 | 547,261 | - | 3,096,285 | ||||||||||||
Other operating expenses | 385,712 | 1,389,794 | - | -424,579 | 1,350,927 | ||||||||||||
General and administrative | 82,186 | 669,248 | 953,720 | - | 1,750,154 | ||||||||||||
Impairment of investment | - | - | 450,000 | - | 450,000 | ||||||||||||
Depreciation and amortization | 164,884 | 353,727 | - | - | 518,611 | ||||||||||||
Total operating expenses | 644,782 | 4,949,793 | 1,950,981 | -424,579 | 7,120,977 | ||||||||||||
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, 2014: | |||||||||||||||||
Marina | FCID | Corporate | Intercompany | Total | |||||||||||||
Towers | Medical | Eliminations | |||||||||||||||
Assets: | |||||||||||||||||
At December 31, 2014: | $ | 6,726,759 | $ | 4,407,749 | $ | 336,184 | $ | - | $ | 11,470,692 | |||||||
At December 31, 2013: | $ | 6,873,839 | $ | 4,178,091 | $ | 761,367 | $ | $ | 11,813,297 | ||||||||
Assets acquired | |||||||||||||||||
Year ended December 31, 2014: | $ | 16,758 | $ | 128,467 | $ | - | $ | - | $ | 145,225 | |||||||
Year ended December 31, 2013: | $ | 221,902 | $ | 175,786 | $ | - | $ | - | $ | 397,688 | |||||||
LOSS_INCOME_PER_SHARE_Tables
(LOSS) INCOME PER SHARE (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
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: | |||||||
2014 | 2013 | |||||||
Net loss available for common shareholders | $ | -2,489,539 | $ | -4,704,303 | ||||
Basic net loss per share | $ | -0.14 | $ | -0.35 | ||||
Weighted average common shares outstanding-basic | 17,249,921 | 13,529,294 | ||||||
Diluted net loss share | $ | -0.14 | $ | -0.35 | ||||
Weighted average common shares outstanding-Diluted | 17,249,921 | 13,529,294 | ||||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Schedule Of Deferred Tax Assets [Table Text Block] | Deferred net tax asset consist of the following at December 31, 2014 and 2013: | |||||||
2014 | 2013 | |||||||
Deferred tax asset | $ | 210,000 | $ | 490,000 | ||||
Less valuation allowance | -210,000 | -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: | |||||||
2014 | 2013 | |||||||
Current tax (benefit) | $ | $ | ||||||
Adjustment for prior year accrual | - | - | ||||||
Net provision (benefit) | $ | $ | ||||||
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: | |||||||
2014 | 2013 | |||||||
Federal statutory rate | 35 | % | 35 | % | ||||
State income taxes net of Federal benefit | 3.6 | % | - | |||||
38.6 | % | 35 | % | |||||
SIGNIFICANT_ACCOUNTING_POLICIE2
SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 12 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Sep. 07, 2013 | Dec. 31, 2012 | |
Summary of Significant Accounting Policies [Line Items] | ||||
Amortization Financing Costs | $82,744 | $57,348 | ||
Property, Plant and Equipment, Depreciation Methods | straight-line method | |||
Accumulated Amortization, Deferred Finance Costs | 231,369 | 148,626 | ||
Allowance for Doubtful Accounts Receivable | 1,482,212 | 361,284 | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share, Amount | 3,751,502 | 3,414,070 | ||
Cash and Cash Equivalents, at Carrying Value, Total | 279,087 | 739,158 | 67,045 | |
Health Care Organization, Other Revenue | 1,048,999 | 1,048,469 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | 55,000 | 35,000 | ||
Cost-method Investments, Other than Temporary Impairment | 0 | 450,000 | ||
Cost Method Investments Other Than Temporary Impairment Per Share | $0.03 | $0.03 | ||
Cost Method Investments | 0 | 0 | ||
Donald Bittar [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Stock Issued During Period, Shares, Purchase of Assets | 636,666 | |||
Third Party Tenants [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Land Subject to Ground Leases | 48,698 | |||
Marina Towers LLC [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Amortization Financing Costs | 57,348 | 57,348 | ||
Health Care Organization, Other Revenue | 1,483,948 | 1,473,048 | ||
Area of Land, Percentage of Occupancy | 95.00% | |||
Area of Land | 78,000 | |||
Common Stock [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Stock Issued During Period, Shares, Purchase of Assets | 636,666 | |||
Health Care Organization, Other Revenue | 636,666 | |||
Patient Lists [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Amortization of Intangible Assets | 20,000 | 20,000 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | 55,000 | 35,000 | ||
Finite-Lived Intangible Asset, Useful Life | 15 years | |||
Patents [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Amortization of Intangible Assets | 19,100 | 0 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | 19,100 | 0 | ||
Patents [Member] | Donald Bittar [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Stock Issued During Period, Shares, Purchase of Assets | 636,666 | |||
Health Care Organization, Other Revenue | $286,500 | |||
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 | 0 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Jun. 13, 2013 | |
Liquidity Disclosures [Line Items] | |||
Line of Credit, Current | $1,237,000 | $800,000 | |
Debt Conversion, Converted Instrument, Amount | 336,557 | 1,238,480 | |
Marina Towers LLC [Member] | |||
Liquidity Disclosures [Line Items] | |||
Area of Land, Percentage of Occupancy | 95.00% | ||
Area of Land | 78,000 | ||
Ccr Of Melbourne Inc [Member] | |||
Liquidity Disclosures [Line Items] | |||
Long-term Line of Credit | 142,484 | ||
CT Capital LTD [Member] | |||
Liquidity Disclosures [Line Items] | |||
Long-term Line of Credit | 1,500,000 | ||
Debt Instrument, Interest Rate During Period | 12.00% | 12.00% | |
Debt Instrument, Interest Rate, Effective Percentage | 6.00% | 6.00% | |
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, Total | 100,000 | 100,000 | |
Line of Credit, Current | $1,237,000 | ||
Third Party Tenants [Member] | |||
Liquidity Disclosures [Line Items] | |||
Land Subject to Ground Leases | 48,698 |
CASH_RESTRICTED_Details_Textua
CASH - RESTRICTED (Details Textual) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted Cash and Cash Equivalents | $318,259 | $256,246 |
PROPERTY_PLANT_AND_EQUIPMENT_D
PROPERTY, PLANT, AND EQUIPMENT (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $10,766,409 | $10,621,184 |
Less: accumulated depreciation | -2,472,111 | -1,959,127 |
Property, plant and equipment, net | 8,294,298 | 8,662,057 |
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 | 3,970,603 | 3,953,846 |
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 | 327,847 | 210,698 |
Medical Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 2,253,219 | 2,238,639 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $129,723 | $132,984 |
PROPERTY_PLANT_AND_EQUIPMENT_D1
PROPERTY, PLANT, AND EQUIPMENT (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $512,984 | $483,797 |
INVESTMENTS_Details_Textual
INVESTMENTS (Details Textual) (USD $) | 12 Months Ended | 0 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Sep. 07, 2013 | |
Investments [Line Items] | |||
Cost-method Investments, Other than Temporary Impairment | $0 | $450,000 | |
Cost Method Investments | 0 | 0 | |
Cost Method Investments Other Than Temporary Impairment Per Share | $0.03 | $0.03 | |
MedTech Diagnostics, LLC [Member] | |||
Investments [Line Items] | |||
Noncontrolling Interest, Ownership Percentage by Parent | 10.00% | ||
Cost Method Investments | 450,000 | ||
Cost Method Investments Per Share | $0.45 | ||
3.75 Percentage [Member] | MedTech Diagnostics, LLC [Member] | |||
Investments [Line Items] | |||
Stock Issued During Period, Shares, Acquisitions | 375,000 | ||
Noncontrolling Interest, Ownership Percentage by Parent | 3.75% | ||
Cost Method Investments | 168,750 | ||
6.25 Percentage [Member] | MedTech Diagnostics, LLC [Member] | |||
Investments [Line Items] | |||
Noncontrolling Interest, Ownership Percentage by Parent | 6.25% | ||
Cost Method Investments | $281,250 |
ADVANCES_Details_Textual
ADVANCES (Details Textual) (USD $) | Dec. 31, 2014 |
Short-term Debt [Line Items] | |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% |
Advances from Non-related Parties [Member] | |
Short-term Debt [Line Items] | |
Debt Instrument, Face Amount | 224,000 |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% |
LINES_OF_CREDIT_Details_Textua
LINES OF CREDIT (Details Textual) (USD $) | 0 Months Ended | 12 Months Ended | |
Jun. 13, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Line of Credit Facility [Line Items] | |||
Line Of Credit Facility, Expiration Date | 31-Dec-16 | ||
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, 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 | 100,000 | |
Debt Instrument, Interest Rate During Period | 12.00% | 12.00% | |
Debt Instrument, Interest Rate, Effective Percentage | 6.00% | 6.00% | |
Debt Conversion, Original Debt, Amount | 150,000 | ||
Debt Conversion, Converted Instrument, Shares Issued | 200,000 | ||
Line of Credit MTI Capital [Member] | |||
Line of Credit Facility [Line Items] | |||
Line Of Credit Facility, Interest Rate During Period | 12.00% | ||
Debt Conversion, Converted Instrument, Shares Issued | 1,386,667 | ||
Line of Credit Facility, Maximum Borrowing Capacity | 2,000,000 | ||
Debt Instrument, Convertible, Conversion Price | $0.45 | ||
Long-term Line of Credit, Noncurrent | $624,000 | ||
Line of Credit Facility, Expiration Period | 2 years | ||
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, 2014 | Dec. 31, 2013 | |
Line Of Credit Related Party [Line Items] | ||
Interest Paid | $783,958 | $731,877 |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |
Ccr Of Melbourne Inc [Member] | ||
Line Of Credit Related Party [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | 500,000 | |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 316,631 | |
Debt Conversion, Original Debt, Amount | 142,483 | |
Interest Paid | $11,153 | |
Debt Instrument, Convertible, Conversion Price | $0.45 | |
Debt Instrument, Interest Rate, Stated Percentage | 8.50% |
NOTE_PAYABLE_RELATED_PARTY_Det
NOTE PAYABLE, RELATED PARTY (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Aug. 31, 2012 | 17-May-12 | |
Related Party Transaction [Line Items] | ||||
Notes Payable | $8,917,351 | $9,679,260 | ||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||
Proceeds from Issuance of Debt | 224,000 | 0 | ||
Repayments Of Notes Payable | 761,909 | 1,334,781 | ||
Note Payable Hs Real Llc [Member] | ||||
Related Party Transaction [Line Items] | ||||
Notes Payable | 100,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||
Increase (Decrease) in Notes Payable, Current | 250,000 | |||
Proceeds from Issuance of Debt | 50,000 | |||
Repayments Of Notes Payable | 300,000 | |||
Interest Expense, Related Party | $27,556 |
CONVERTIBLE_NOTES_PAYABLE_Deta
CONVERTIBLE NOTES PAYABLE (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | 0 Months Ended | ||||||
Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | 31-May-14 | Apr. 09, 2015 | Mar. 15, 2015 | 8-May-14 | Feb. 19, 2013 | Dec. 14, 2012 | |
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||
Proceeds From Convertible Debt | $0 | $2,128,117 | |||||||
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature | 0 | 1,871,117 | |||||||
Adjustments To Additional Paid In Capital Reclassification Of Derivative Liability To Equity | 0 | 366,094 | |||||||
Amortization Of Debt Discount (Premium) | 0 | 2,706,869 | |||||||
Convertible Notes Payable, Noncurrent | 0 | 2,347,403 | |||||||
Interest Payable, Current | 1,432 | ||||||||
Subsequent Event [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Face Amount | 20,000 | ||||||||
Hillair Capital Investments L P [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||
Debt Instrument, Face Amount | 2,320,000 | 100,000 | 100,000 | ||||||
Proceeds From Convertible Debt | 2,000,000 | ||||||||
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% | ||||||||
Fair Value Assumptions, Expected Term | 3 years 7 months 6 days | ||||||||
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, Prepayment terms, Percentage of Settlement Amount | 120.00% | ||||||||
Debt Instrument, Unamortized Discount | 320,000 | ||||||||
Debt Conversion, Description | The Debenture and the Warrant may not be converted if such conversion would result in Hillair beneficially owning in excess of 4.99% of the Companys common stock. Hillair may waive this 4.99% restriction with 61 days notice to the Company. | ||||||||
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature | 1,871,117 | ||||||||
Debt Conversion, Original Debt, Amount | 127,857 | 104,700 | 104,000 | ||||||
Interest Expense, Debt | 4,700 | 4,000 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 127,857 | 104,700 | 104,000 | ||||||
Debt Instrument, Date of First Required Payment | 1-May-15 | ||||||||
Hillair Capital Investments L P [Member] | Subsequent Event [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||
Debt Instrument, Face Amount | 100,000 | ||||||||
Warrants Issued, Number of Warrants | 2,320,000 | ||||||||
Warrants Issued, Exercise Price | $1 | ||||||||
Debt Instrument, Convertible, Conversion Price | $0.50 | ||||||||
Debt Instrument, Periodic Payment, Principal | 580,000 | ||||||||
Debt Instrument, Date of First Required Payment | 1-Aug-15 | ||||||||
Repayments of Convertible Debt | 150,000 | ||||||||
Additional Warrants To Be Issued | 601,481 | ||||||||
Other Convertible Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||
Debt Instrument, Face Amount | 153,500 | 103,500 | 203,500 | ||||||
Adjustments To Additional Paid In Capital Reclassification Of Derivative Liability To Equity | 366,094 | ||||||||
Amortization Of Debt Discount (Premium) | 0 | 2,706,869 | |||||||
Other Convertible Notes [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Fair Value Assumptions, Expected Volatility Rate | 147.94% | ||||||||
Fair Value Assumptions, Expected Term | 6 months 7 days | ||||||||
Warrants Issued, Exercise Price | $1.40 | ||||||||
Fair Value Assumptions, Weighted Average Volatility Rate | 9.00% | ||||||||
Other Convertible Notes [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Fair Value Assumptions, Expected Volatility Rate | 116.11% | ||||||||
Fair Value Assumptions, Expected Term | 3 months | ||||||||
Warrants Issued, Exercise Price | $0.55 | ||||||||
Fair Value Assumptions, Weighted Average Volatility Rate | 0.03% | ||||||||
Other Convertible Notes [Member] | Derivative At Inception Date [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||
Fair Value Assumptions, Expected Term | 9 months 4 days | ||||||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | $397,325 | ||||||||
Other Convertible Notes [Member] | Derivative At Inception Date [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Fair Value Assumptions, Expected Volatility Rate | 119.96% | ||||||||
Warrants Issued, Exercise Price | $2.14 | ||||||||
Fair Value Assumptions, Weighted Average Volatility Rate | 0.17% | ||||||||
Other Convertible Notes [Member] | Derivative At Inception Date [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Fair Value Assumptions, Expected Volatility Rate | 98.67% | ||||||||
Warrants Issued, Exercise Price | $0.60 | ||||||||
Fair Value Assumptions, Weighted Average Volatility Rate | 0.12% |
NOTES_PAYABLE_Details
NOTES PAYABLE (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Debt Instrument [Line Items] | ||
Notes Payable | $8,917,351 | $9,679,260 |
Less: current portion | -732,791 | -743,787 |
Notes payable, long term portion | 8,184,560 | 8,935,473 |
Mortgage payable [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | 7,256,416 | 7,353,398 |
Note Payable GE Capital Construction MRI [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | 121,204 | 278,287 |
Note Payable GE Capital Construction 2 [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | 44,911 | 100,977 |
Note Payable, GE Capital (MRI) [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | 1,218,625 | 1,592,278 |
Note Payable GE Capital (X-Ray) [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | 142,349 | 184,001 |
Note Payable GE Arm [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | 91,925 | 114,597 |
Note Payable Auto [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | 16,383 | 22,211 |
Capital lease, Equipment [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | $25,538 | $33,511 |
NOTES_PAYABLE_Details_1
NOTES PAYABLE (Details 1) (USD $) | Dec. 31, 2014 |
Aggregate maturities of long-term debt: | |
Year ended December 31, 2015 | $732,791 |
Year ended December 31, 2016 | 7,642,507 |
Year ended December 31, 2017 | 523,316 |
Year ended December 31, 2018 and thereafter | 18,737 |
Total | $8,917,351 |
NOTES_PAYABLE_Details_Textual
NOTES PAYABLE (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | |||||||
Aug. 22, 2012 | Sep. 27, 2012 | Feb. 25, 2013 | Jun. 30, 2013 | Aug. 12, 2011 | 21-May-12 | Dec. 31, 2012 | Dec. 31, 2014 | Mar. 08, 2013 | 29-May-12 | Sep. 24, 2012 | 17-May-12 | |
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||
X Ray Equipment [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Capital Lease Obligations | $212,389 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.94% | |||||||||||
Capital Lease Obligations Due In First 3 Months | 0 | 1,384 | ||||||||||
Capital Lease Obligations Due For Remaining Months | 4,300 | 4,575 | ||||||||||
Debt Instrument, Term | 60 months | |||||||||||
MRI Equipment [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Capital Lease Obligations | 1,771,390 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.94% | |||||||||||
Capital Lease Obligations Due In First 3 Months | 0 | 11,779 | ||||||||||
Capital Lease Obligations Due For Remaining Months | 38,152 | 38,152 | ||||||||||
Debt Instrument, Term | 60 months | |||||||||||
C-Arm Equipment [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Capital Lease Obligations | 117,322 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.39% | |||||||||||
Capital Lease Obligations Due In First 3 Months | 0 | |||||||||||
Capital Lease Obligations Due For Remaining Months | 2,388 | |||||||||||
Debt Instrument, Term | 63 months | |||||||||||
Equipment Capital Lease [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Periodic Payment | 956.45 | |||||||||||
Debt Instrument, Maturity Date | 1-Jun-17 | |||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 14.00% | |||||||||||
Capital Lease Equipment, Lease Term | 48 months | |||||||||||
Mortgage payable [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Interest Rate During Period | 6.10% | |||||||||||
Debt Instrument, Periodic Payment | 45,752 | |||||||||||
Debt Instrument, Maturity Date | 16-Sep-16 | |||||||||||
Interest and Debt Expense | 286,723 | |||||||||||
Debt Instrument, Term | 30 years | |||||||||||
Debt Instrument, Face Amount | 7,550,000 | |||||||||||
Note Payable GE Capital [Member] | Equipment Finance Lease [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Capital Lease Obligations | 2,288,679 | |||||||||||
Note Payable GE Capital Construction MRI [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Construction Loan | 450,000 | |||||||||||
Note Payable GE Capital Construction 2 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Construction Loan | 150,000 | |||||||||||
Note Payable HS Real LLC [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||
Note Payable Auto [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Interest Rate During Period | 6.99% | |||||||||||
Debt Instrument, Periodic Payment, Principal | 593 | |||||||||||
Debt Instrument, Face Amount | 29,850 | |||||||||||
GE Healthcare Financial Services [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Interest Rate During Period | 7.38% | |||||||||||
Debt Instrument, Term | 35 months | |||||||||||
Debt Instrument, Face Amount | $2,400,000 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Aug. 31, 2012 | Sep. 07, 2013 | 17-May-12 | |
Related Party Transaction [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||
Proceeds from Issuance of Debt | $224,000 | $0 | |||
Repayments Of Notes Payable | 761,909 | 1,334,781 | |||
Health Care Organization, Other Revenue | 1,048,999 | 1,048,469 | |||
Note Payable Hs Real Llc [Member] | |||||
Related Party Transaction [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 100,000 | ||||
Interest Expense, Related Party | 27,556 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||
Increase (Decrease) in Notes Payable, Current | 250,000 | ||||
Proceeds from Issuance of Debt | 50,000 | ||||
Repayments Of Notes Payable | 300,000 | ||||
Donald Bittar [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock Issued During Period, Shares, Purchase of Assets | 636,666 | ||||
Donald Bittar [Member] | Patents [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock Issued During Period Value Purchase Of Assets Per Share | $0.45 | ||||
Health Care Organization, Other Revenue | 286,500 | ||||
Stock Issued During Period, Shares, Purchase of Assets | 636,666 | ||||
Ccr Of Melbourne Inc [Member] | |||||
Related Party Transaction [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 500,000 | ||||
Interest Expense, Related Party | 11,153 | ||||
Long-term Line of Credit | $142,484 | ||||
Debt Instrument, Convertible, Conversion Price | $0.45 | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 316,631 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% |
CAPITAL_STOCK_Details_Textual
CAPITAL STOCK (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Class of Stock [Line Items] | ||
Share-Based Compensation | $997,750 | $549,441 |
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, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Par Or Stated Value Per Share (in dollars per share) | $0.00 | $0.00 |
Common Stock, Shares, Issued | 17,951,055 | 16,747,248 |
Common Stock, Shares, Outstanding | 17,951,055 | 16,747,248 |
Stock Issued During Period, Value, Conversion of Convertible Securities | 150,000 | 624,000 |
Deferred Compensation Share-based Arrangements, Liability, Current | 537,750 | 166,340 |
Stock Issued During Period, Value, Issued For Services | 626,340 | 383,101 |
Development Stage Entities, Stock Issued, Shares, Issued for Noncash Consideration | 30,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |
Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 200,000 | 1,386,667 |
Stock Issued During Period, Value, Conversion of Convertible Securities | 200 | 1,386 |
Stock Issued During Period, Shares, Issued For Services | 637,250 | 533,822 |
Stock Issued During Period, Value, Issued For Services | 637 | 534 |
Common Stock [Member] | Employee Stock Option [Member] | ||
Class of Stock [Line Items] | ||
Deferred Compensation Arrangement with Individual, Shares Issued | 477,273 | |
Deferred Compensation Share-based Arrangements, Liability, Current | 537,750 | |
Deferred Compensation Arrangement with Individual, Exercise Price | $1.32 | |
Common Stock [Member] | Future Services [Member] | ||
Class of Stock [Line Items] | ||
Share-Based Compensation | 98,000 | |
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 100,000 | |
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | 98,000 | |
Payments of Stock Issuance Costs | 85,750 | |
Common Stock [Member] | Future Services [Member] | Subsequent Event [Member] | ||
Class of Stock [Line Items] | ||
Payments of Stock Issuance Costs | 12,250 | |
Common Stock [Member] | Convertible Notes Payable [Member] | ||
Class of Stock [Line Items] | ||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 336,557 | |
Stock Issued During Period, Value, Conversion of Convertible Securities | 336,557 | |
Common Stock [Member] | Line of Credit [Member] | ||
Class of Stock [Line Items] | ||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 200,000 | |
Stock Issued During Period, Value, Conversion of Convertible Securities | 150,000 | |
Common Stock [Member] | Officers, Employees And Service Providers [Member] | ||
Class of Stock [Line Items] | ||
Stock Issued During Period, Shares, Issued For Services | 533,822 | |
Stock Issued During Period, Value, Issued For Services | 383,101 | |
Common Stock [Member] | Employee Incentives [Member] | ||
Class of Stock [Line Items] | ||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 237,250 | |
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | 237,250 | |
Common Stock [Member] | Consulting Services [Member] | ||
Class of Stock [Line Items] | ||
Stock Issued During Period, Shares, Issued For Services | 100,000 | |
Stock Issued During Period, Value, Issued For Services | 124,750 | |
Common Stock [Member] | Consultants and Employees [Member] | ||
Class of Stock [Line Items] | ||
Stock Issued During Period, Shares, Issued For Services | 200,000 | |
Stock Issued During Period, Value, Issued For Services | $166,340 |
STOCK_OPTIONS_AND_WARRANTS_Det
STOCK OPTIONS AND WARRANTS (Details) (Non Employees [Member], USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Warrant [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding | 4,195,000 | 4,195,000 | 1,875,000 |
Warrants Outstanding, Weighted Price | $2.36 | $2.36 | $3.60 |
Warrants Exercisable | 4,195,000 | ||
Warrants Exercisable, Weighted Price | $2.36 | ||
Warrant One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
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] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
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], Warrant [Member], USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Non Employees [Member] | Warrant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Outstanding | 4,195,000 | 1,875,000 |
Number of Shares, Granted | 0 | 2,320,000 |
Number of Shares, Exercised | 0 | 0 |
Number of Shares, Expired | 0 | 0 |
Number of Shares, Outstanding | 4,195,000 | 4,195,000 |
Weighted Average Price Per Share, Outstanding | $2.36 | $3.60 |
Weighted Average Price Per Share, Granted | $0 | $1.35 |
Weighted Average Price Per Share, Exercised | $0 | $0 |
Weighted Average Price Per Share, Expired | $0 | $0 |
Weighted Average Price Per Share, Outstanding | $2.36 | $2.36 |
STOCK_OPTIONS_AND_WARRANTS_Det2
STOCK OPTIONS AND WARRANTS (Details Textual) | Dec. 31, 2014 |
Warrants Not Settleable in Cash [Member] | |
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Outstanding, Number | 1,875,000 |
Warrants Settleable in Cash [Member] | |
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Outstanding, Number | 2,320,000 |
SEGMENT_REPORTING_Details
SEGMENT REPORTING (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue: | ||
Net patient service revenue | $7,053,603 | $5,094,358 |
Rental revenue | 1,048,999 | 1,048,469 |
Total Revenue | 8,102,602 | 6,142,827 |
Operating expenses: | ||
Salaries and benefits | 4,761,573 | 3,096,285 |
Other operating expenses | 1,897,780 | 1,350,927 |
General and administrative | 2,434,259 | 1,750,154 |
Impairment of investment | 450,000 | |
Depreciation and amortization | 552,084 | 518,611 |
Total operating expenses | 9,645,696 | 7,120,977 |
Net income (loss) from operations: | -1,543,094 | -978,150 |
Interest expense | -866,701 | -3,704,086 |
Amortization of financing costs | -82,744 | -57,348 |
Gain on change in derivative liability | 0 | 32,218 |
Other income (expense) | 3,000 | 3,063 |
Net Income (loss): | -2,489,539 | -4,704,303 |
Income taxes | 0 | 0 |
Net income (loss) | -2,489,539 | -4,704,303 |
Assets | 11,470,692 | 11,813,297 |
Assets acquired | 145,225 | 397,688 |
Marina Towers [Member] | ||
Revenue: | ||
Net patient service revenue | 0 | 0 |
Rental revenue | 1,483,948 | 1,473,048 |
Total Revenue | 1,483,948 | 1,473,048 |
Operating expenses: | ||
Salaries and benefits | 12,000 | 12,000 |
Other operating expenses | 430,041 | 385,712 |
General and administrative | 89,359 | 82,186 |
Impairment of investment | 0 | |
Depreciation and amortization | 276,666 | 164,884 |
Total operating expenses | 808,066 | 644,782 |
Net income (loss) from operations: | 675,882 | 828,266 |
Interest expense | -451,962 | -464,250 |
Amortization of financing costs | -57,348 | -57,348 |
Gain on change in derivative liability | 0 | |
Other income (expense) | 3,000 | 3,063 |
Net Income (loss): | 169,572 | 309,731 |
Income taxes | 0 | 0 |
Net income (loss) | 169,572 | 309,731 |
Assets | 6,726,759 | 6,873,839 |
Assets acquired | 16,758 | 221,902 |
FCID Medical [Member] | ||
Revenue: | ||
Net patient service revenue | 7,053,603 | 5,094,358 |
Rental revenue | 0 | 0 |
Total Revenue | 7,053,603 | 5,094,358 |
Operating expenses: | ||
Salaries and benefits | 3,733,140 | 2,537,024 |
Other operating expenses | 1,902,688 | 1,389,794 |
General and administrative | 1,168,826 | 669,248 |
Impairment of investment | 0 | |
Depreciation and amortization | 256,318 | 353,727 |
Total operating expenses | 7,060,972 | 4,949,793 |
Net income (loss) from operations: | -7,369 | 144,565 |
Interest expense | -225,427 | -269,593 |
Amortization of financing costs | -25,396 | 0 |
Gain on change in derivative liability | 0 | |
Other income (expense) | 0 | 0 |
Net Income (loss): | -258,192 | -125,028 |
Income taxes | 0 | 0 |
Net income (loss) | -258,192 | -125,028 |
Assets | 4,407,749 | 4,178,091 |
Assets acquired | 128,467 | 175,786 |
Corporate [Member] | ||
Revenue: | ||
Net patient service revenue | 0 | 0 |
Rental revenue | 0 | 0 |
Total Revenue | 0 | 0 |
Operating expenses: | ||
Salaries and benefits | 1,016,433 | 547,261 |
Other operating expenses | 0 | 0 |
General and administrative | 1,176,074 | 953,720 |
Impairment of investment | 450,000 | |
Depreciation and amortization | 19,100 | 0 |
Total operating expenses | 2,211,607 | 1,950,981 |
Net income (loss) from operations: | -2,211,607 | -1,950,981 |
Interest expense | -189,312 | -2,970,243 |
Amortization of financing costs | 0 | 0 |
Gain on change in derivative liability | 32,218 | |
Other income (expense) | 0 | 0 |
Net Income (loss): | -2,400,919 | -4,889,006 |
Income taxes | 0 | 0 |
Net income (loss) | -2,400,919 | -4,889,006 |
Assets | 336,184 | 761,367 |
Assets acquired | 0 | 0 |
Intercompany Eliminations [Member] | ||
Revenue: | ||
Net patient service revenue | 0 | 0 |
Rental revenue | -434,949 | -424,579 |
Total Revenue | -434,949 | -424,579 |
Operating expenses: | ||
Salaries and benefits | 0 | 0 |
Other operating expenses | -434,949 | -424,579 |
General and administrative | 0 | 0 |
Impairment of investment | 0 | |
Depreciation and amortization | 0 | 0 |
Total operating expenses | -434,949 | -424,579 |
Net income (loss) from operations: | 0 | 0 |
Interest expense | 0 | 0 |
Amortization of financing costs | 0 | 0 |
Gain on change in derivative liability | 0 | |
Other income (expense) | 0 | 0 |
Net Income (loss): | 0 | 0 |
Income taxes | 0 | 0 |
Net income (loss) | 0 | 0 |
Assets | 0 | |
Assets acquired | $0 | $0 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details Textual) (USD $) | 4 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 02, 2013 | Jul. 25, 2014 | Sep. 15, 2014 | 31-May-14 | |
Commitments and Contingencies [Line Items] | |||||||
Contractual Obligation, Due in Next Twelve Months | $16,835 | $16,835 | |||||
Contractual Obligation, Due in Second Year | 0 | 0 | |||||
Contractual Obligation, Total | 16,835 | 16,835 | |||||
Stock Issued During Period, Value, Issued For Services | 626,340 | 383,101 | |||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 100,000 | ||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | 98,000 | ||||||
Loss Contingency, Receivable | 2,000,000 | ||||||
Hanover Elite [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 Twelve Months Agreement Number Of Common Stock Issuable | 300,000 | ||||||
Hanover Elite [Member] | Issuable at January 3, 2014 [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Cancelable Twelve Months Agreement Number Of Common Stock Issuable | 37,500 | ||||||
Hanover Elite [Member] | Issuable at April 3, 2014 [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Cancelable Twelve Months Agreement Number Of Common Stock Issuable | 37,500 | ||||||
Hanover Elite [Member] | Issuable at July 3, 2014 [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Cancelable Twelve Months Agreement Number Of Common Stock Issuable | 37,500 | ||||||
Hanover Elite [Member] | Issuable at October 3, 2014 [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Cancelable Twelve Months Agreement Number Of Common Stock Issuable | 187,500 | ||||||
Employment Agreement with Christian Romandetti [Member] | |||||||
Commitments and Contingencies [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 | ||||||
Deferred Compensation Arrangement with Individual, Compensation Expense | 107,500 | ||||||
Terminated Services of Elite [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Stock Issued During Period, Shares, Issued For Services | 112,500 | ||||||
Stock Issued During Period, Value, Issued For Services | 125,368 | ||||||
MedTRX [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Due to Related Parties | 93,280.84 | ||||||
Loss Contingency, Damages Sought, Value | $3,000,000 |
LOSS_INCOME_PER_SHARE_Details
(LOSS) INCOME PER SHARE (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings Per Share Basic and Diluted [Line Items] | ||
Net loss available for common shareholders | ($2,489,539) | ($4,704,303) |
Basic net loss per share (in dollars per share) | ($0.14) | ($0.35) |
Weighted average common shares outstanding-basic (in shares) | 17,249,921 | 13,529,294 |
Diluted net loss share (in dollars per share) | ($0.14) | ($0.35) |
Weighted average common shares outstanding-Diluted (in shares) | 17,249,921 | 13,529,294 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Income Taxes [Line Items] | ||
Deferred tax asset | $210,000 | $490,000 |
Less valuation allowance | -210,000 | -490,000 |
Net deferred tax asset | $0 | $0 |
INCOME_TAXES_Details_1
INCOME TAXES (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes [Line Items] | ||
Current tax (benefit) | ||
Adjustment for prior year accrual | 0 | 0 |
Net provision (benefit) | $0 | $0 |
INCOME_TAXES_Details_2
INCOME TAXES (Details 2) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes [Line Items] | ||
Federal statutory rate | 35.00% | 35.00% |
State income taxes net of Federal benefit | 3.60% | 0.00% |
Effective Income Tax Rate Continuing Operations | 38.60% | 35.00% |
INCOME_TAXES_Details_Textual
INCOME TAXES (Details Textual) (USD $) | Dec. 31, 2014 |
Income Taxes [Line Items] | |
Operating Loss Carryforwards | $5,410,000 |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (USD $) | 12 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Apr. 09, 2015 | Mar. 15, 2015 | |
Subsequent Event [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||
Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock Issued During Period, Shares, Issued For Services | 637,250 | 533,822 | ||
Hillair Extension Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument, Date of First Required Payment | 1-May-15 | |||
Warrants Issued, Exercise Price | 1.35 | |||
Debt Instrument, Convertible, Conversion Price | 1 | |||
Debt Instrument, Periodic Payment, Principal | 580,000 | |||
Ccr Of Melbourne Inc [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||
Debt Instrument, Convertible, Conversion Price | 0.45 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument, Face Amount | 20,000 | |||
Subsequent Event [Member] | Wall Street Writer, LLC [Member] | Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock Issued During Period, Shares, Issued For Services | 30,000 | |||
Subsequent Event [Member] | Hillair Extension Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 100,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | ||
Debt Instrument, Face Amount | 580,000 | 10,000 | ||
Stock Issued During Period, Value, New Issues | 30,000 | |||
Debt Issuance Cost | 20,000 | |||
Repayments of Convertible Debt | 150,000 | |||
Additional Warrants To Be Issued | 601,481 | |||
Debt Instrument, Date of First Required Payment | 1-Aug-15 | |||
Warrants Issued, Number of Warrants | 2,320,000 | |||
Warrants Issued, Exercise Price | $1 | |||
Debt Instrument, Convertible, Conversion Price | $0.50 | |||
Debt Instrument, Periodic Payment, Principal | $580,000 | |||
Employee Incentives [Member] | Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 237,250 | |||
Employee Incentives [Member] | Subsequent Event [Member] | Dr Richard Newman [Member] | Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 50,000 |