Cover
Cover | 6 Months Ended |
Jun. 30, 2024 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
Entity Registrant Name | FIRST CHOICE HEALTHCARE SOLUTIONS, INC. |
Entity Central Index Key | 0001416876 |
Entity Tax Identification Number | 90-0687379 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 95 Bulldog Blvd |
Entity Address, Address Line Two | Suite 202 |
Entity Address, City or Town | Melbourne |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 32901-1932 |
City Area Code | (321) |
Local Phone Number | 725-0090 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | First Choice Healthcare Solutions, Inc. |
Entity Address, Address Line Two | 95 Bulldog Blvd |
Entity Address, Address Line Three | Suite 202 |
Entity Address, City or Town | Melbourne |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 32901 |
City Area Code | (321) |
Local Phone Number | 725-0090 |
Contact Personnel Name | Lance Friedman |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | |||
Cash and cash equivalents | $ 1,516 | $ 12,607 | $ 7,219 |
Accounts receivable, net | 81,974 | 92,444 | 304,873 |
Accounts receivable, other | 1,011,128 | ||
Deposits | 466,552 | 119,589 | |
Other Current Assets | 2,385 | 206,631 | 9,116 |
Total current assets | 552,427 | 311,682 | 1,332,336 |
Other Assets: | |||
Property, plant and equipment, net | 244,879 | 262,243 | 470,703 |
Operating lease right-of-use assets | 2,279,245 | 2,437,358 | 4,481,445 |
Deferred tax asset | 111,949 | 111,949 | 111,949 |
Total other assets | 111,949 | 231,538 | |
Total assets | 3,188,500 | 3,123,232 | 6,516,022 |
Current liabilities: | |||
Accounts payable and accrued expenses | 9,132,809 | 8,410,879 | 9,777,530 |
Operating lease liabilities, current portion | 297,501 | 299,244 | 486,806 |
Tax payable | 215,146 | ||
Notes payable, current portion | 21,821,446 | 19,217,018 | 11,099,954 |
Total current liabilities | 31,251,756 | 27,927,141 | 21,579,436 |
Long term liabilities: | |||
PPP loan payable | 1,283,624 | 1,283,624 | 1,283,624 |
Operating lease liabilities, non-current portion | 2,297,291 | 2,442,519 | 4,058,455 |
Convertible notes | |||
Total liabilities | 34,832,671 | 31,653,284 | 26,921,515 |
Stockholders’ equity (deficit): | |||
Preferred Stock | 1 | 1 | 1 |
Common stock, $0.001 par value, 100,000,000 shares authorized 32,958,288 and 32,958,288 shares issued and outstanding at December 31, 2023 and 2022, respectively | 32,958 | 32,958 | 32,958 |
Additional paid-in capital | 35,323,578 | 35,369,995 | 35,323,323 |
Treasury stock, 74,453 common shares, at cost | |||
Accumulated deficit | (67,000,708) | (63,933,006) | (55,761,775) |
Total stockholders’ equity (deficit) | (31,644,171) | (28,530,052) | (20,405,493) |
Total liabilities and stockholders’ equity (deficit) | $ 3,188,500 | 3,123,232 | 6,516,022 |
Series A Preferred Stock [Member] | |||
Stockholders’ equity (deficit): | |||
Preferred Stock | $ 1 | $ 1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized | 40,000 | 40,000 | |
Preferred stock, shares issued | 147 | 147 | |
Preferred stock, shares outstanding | 147 | 147 | |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 32,958,288 | 32,958,288 | 32,958,288 |
Common stock, shares outstanding | 32,958,288 | 32,958,288 | 32,958,288 |
Treasury stock, shares | 74,453 | 74,453 | |
Preferred Stock [Member] | Series A Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized | 40,000 | 40,000 | |
Preferred stock, shares issued | 147 | 141 | |
Preferred stock, shares outstanding | 147 | 147 | 141 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue | ||||||
Revenue, net of discounts | $ 3,303 | $ 58,832 | $ 10,154 | $ (26,006) | $ 29,985 | $ 1,068,979 |
Rental revenues | ||||||
Cost of sales | ||||||
Gross (deficit) profit | 3,303 | 58,832 | 10,154 | (26,006) | 29,985 | 1,068,979 |
Operating expenses | ||||||
Compensation expense | 111,661 | 171,213 | 219,155 | 357,269 | 253,844 | 4,465,765 |
Selling, general and administrative expenses | 370,637 | 695,482 | 766,820 | 1,501,514 | 2,186,571 | 3,618,273 |
Total operating expenses | 482,298 | 866,695 | 985,975 | 1,858,783 | 2,440,415 | 8,084,038 |
Operating loss | (478,995) | (807,863) | (975,821) | (1,884,789) | (2,410,430) | (7,015,059) |
Other income (expenses) | ||||||
Loss on sale of equipment | 1,550 | 24,816 | 4,150 | 18,691 | (56,751) | (113,137) |
Impairment of Investment | (150,000) | |||||
Gain on Bankruptcy | 32,158 | |||||
Miscellaneous income (expense) | 215,206 | 1,011,178 | ||||
Interest expense, net | (1,384,916) | (1,871,910) | (2,096,033) | (2,809,910) | (5,919,257) | (3,708,842) |
Total other income (expenses), net | (1,383,366) | (1,847,094) | (2,091,883) | (2,791,219) | (5,760,802) | (2,928,643) |
Net loss from operations before income taxes | (1,862,361) | (2,654,958) | (3,067,704) | (4,676,009) | (8,171,232) | (9,943,702) |
Income taxes expense (benefit) | ||||||
Net loss | (1,862,361) | (2,654,958) | (3,067,704) | (4,676,009) | (8,171,232) | (9,943,702) |
Preferred stock dividends | (23,206) | (22,721) | (46,415) | (44,315) | (90,732) | (53,912) |
Net loss attributable to common shareholders | $ (1,885,567) | $ (2,677,679) | $ (3,114,119) | $ (4,720,324) | $ (8,261,964) | $ (9,997,614) |
Basic and diluted income (loss) per common share | ||||||
Net loss per share - basic | $ (0.06) | $ (0.08) | $ (0.09) | $ (0.14) | $ (0.25) | $ (0.30) |
Net loss per share - diluted | $ (0.06) | $ (0.08) | $ (0.09) | $ (0.14) | $ (0.25) | $ (0.30) |
Weighted average number of common shares outstanding - basic | 32,958,288 | 32,958,288 | 32,958,288 | 32,958,288 | 32,958,288 | 32,958,288 |
Weighted average number of common shares outstanding - diluted | 32,958,288 | 32,958,288 | 32,958,288 | 32,958,288 | 32,958,288 | 32,958,288 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 32,958 | $ 26,703,190 | $ (45,818,073) | $ (19,081,925) | |
Balance, shares at Dec. 31, 2021 | 32,958,288 | ||||
Stock based compensation | 4,188 | 4,188 | |||
Warrants issued for debt discount | 164,196 | 164,196 | |||
Proceeds from issuance of Preferred stock | 1 | 951,749 | 951,750 | ||
Net loss | (9,943,702) | (9,943,702) | |||
Proceeds from issuance of Preferred stock, shares | 141 | ||||
Adjust Steward (Bankruptcy) Settlement | 7,500,000 | 7,500,000 | |||
Balance at Dec. 31, 2022 | $ 32,958 | $ 1 | 35,323,323 | (55,761,775) | (20,405,493) |
Balance, shares at Dec. 31, 2022 | 32,958,288 | 141 | |||
Stock based compensation | |||||
Warrants issued for debt discount | 1,672 | 1,672 | |||
Proceeds from issuance of Preferred stock | 45,000 | 45,000 | |||
Net loss | (8,171,232) | (8,171,232) | |||
Proceeds from issuance of Preferred stock, shares | 6 | ||||
Balance at Dec. 31, 2023 | $ 32,958 | $ 1 | 35,369,995 | (63,933,006) | (28,530,052) |
Balance, shares at Dec. 31, 2023 | 32,958,288 | 147 | |||
Stock based compensation | |||||
Warrants issued for debt discount | |||||
Proceeds from issuance of Preferred stock | |||||
Dividends payable on Preferred Stock | (23,209) | (23,209) | |||
Net loss | (1,205,343) | (1,205,343) | |||
Balance at Mar. 31, 2024 | $ 32,958 | $ 1 | 35,346,786 | (65,138,349) | (29,758,604) |
Balance, shares at Mar. 31, 2024 | 32,958,288 | 141 | |||
Balance at Dec. 31, 2023 | $ 32,958 | $ 1 | 35,369,995 | (63,933,006) | (28,530,052) |
Balance, shares at Dec. 31, 2023 | 32,958,288 | 147 | |||
Net loss | (3,067,704) | ||||
Balance at Jun. 30, 2024 | $ 32,958 | $ 1 | 35,323,580 | (67,000,710) | (31,644,171) |
Balance, shares at Jun. 30, 2024 | 32,958,288 | 147 | |||
Balance at Mar. 31, 2024 | $ 32,958 | $ 1 | 35,346,786 | (65,138,349) | (29,758,604) |
Balance, shares at Mar. 31, 2024 | 32,958,288 | 141 | |||
Stock based compensation | |||||
Warrants issued for debt discount | |||||
Proceeds from issuance of Preferred stock | (23,206) | (23,206) | |||
Net loss | (1,862,361) | (1,862,361) | |||
Balance at Jun. 30, 2024 | $ 32,958 | $ 1 | $ 35,323,580 | $ (67,000,710) | $ (31,644,171) |
Balance, shares at Jun. 30, 2024 | 32,958,288 | 147 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||||
Net loss | $ (3,067,704) | $ (4,676,009) | $ (8,171,232) | $ (9,943,702) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Depreciation | 17,364 | 27,442 | 44,805 | 88,562 |
Loss on disposition of assets | 99,876 | 189,867 | 113,138 | |
Gain on disposition of prepetition liabilities | 32,157 | |||
Accretion of debt modification | 12,259 | |||
Amortization of warrants issued for debt discount | 193,231 | |||
Amortization of deferred financing costs | 76,927 | |||
Share-based compensation | 4,188 | |||
Amortization of debt discount | 162,626 | 1,346,861 | 1,429,386 | 1,493,975 |
Amortization of debt discount | (89,991) | 70,096 | ||
Preferred dividends - accrued | 46,416 | 44,316 | 90,732 | 53,911 |
Provision for bad debts | 1,506 | 35,103 | 41,513 | 133,130 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | 8,964 | 1,159,875 | 1,182,044 | (1,003,577) |
Other current assets | (262,306) | 28,436 | (77,926) | 253,458 |
(Increase) decrease in leased assets | 158,112 | 1,847,383 | 2,044,087 | 508,393 |
Accounts payable and accrued liabilities | 2,448,401 | (377,006) | (1,842,150) | 5,069,990 |
Increase (decrease) in lease liabilities | (146,970) | (1,619,770) | (1,803,498) | (458,528) |
Net cash provided by (used in) operating activities | (633,591) | (2,173,484) | (6,795,445) | (3,379,319) |
Cash flows from investing activities: | ||||
Proceeds from sale of fixed assets | 33,000 | 146,697 | ||
Purchase of property and equipment | (3,794) | (82,918) | (80,680) | |
Net cash (used in) provided by investing activities | 29,206 | 63,779 | (80,680) | |
Cash flows from financing activities : | ||||
Payments on notes payable | (173,764) | (173,764) | (860,457) | |
Proceeds from issuance of convertible notes | 622,500 | 2,272,481 | 6,865,817 | 3,368,782 |
Proceeds from sale of preferred stock | 45,000 | 45,000 | 951,750 | |
Net cash provided by (used in) financing activities | 622,500 | 2,143,717 | 6,737,053 | 3,460,075 |
Net change in cash | (11,091) | (561) | 5,387 | 74 |
Cash, beginning of period | 12,607 | 7,219 | 7,219 | |
Cash, end of period | 1,516 | 6,658 | 12,607 | 7,219 |
Cash, beginning of period | 12,606 | 7,219 | 7,219 | 7,145 |
Cash, end of period | 12,606 | 7,219 | ||
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest | ||||
Cash paid for income taxes | ||||
Supplemental disclosure of cash flow information: | ||||
Note Payable addition from OID | 155,625 | 258,462 | 351,712 | 1,428,154 |
Warrants issued for debt discount | 1,672 | 1,672 | 164,196 | |
Common shares issued for convertible notes - inducement | $ 8,406 | $ 900 | 2,703 | 47,904 |
Reverse temporary equity for bankruptcy | 7,500,000 | |||
Convertible notes exchanged | 375,000 | |||
Fixed asset purchased under capital lease | 3,358,002 | |||
Note Payable addition from DFC | $ 244,954 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
BASIS OF PRESENTATION | NOTE 1 — BASIS OF PRESENTATION First Choice Healthcare Solutions, Inc. (“FCHS,” “the Company,” “we,” “our” or “us”) is actively engaged in implementing a defined growth strategy aimed at building a network of localized, integrated healthcare services platforms, comprised of nurse practitioner driven primary care clinics providing services including family primary care, anti-aging, dermatology, weight loss, hormone replacement therapy, functional and genetic testing, nutritional counseling, as well as behavioral health. The unaudited condensed consolidated financial statements of First Choice Healthcare Solutions, Inc., a Delaware corporation, since February 13, 2012, include the accounts of the Company and its direct and indirect wholly owned subsidiaries: FCID Medical, Inc. (“FCID Medical”) is the subsidiary under which we own and operate First Choice Medical Group of Brevard, LLC, (“FCMG”), our original medical services practice. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all the information and disclosures required by U.S. GAAP for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of June 30, 2024 and for the three and six months ended June 30, 2024 and 2023. The results of operations for the six months ended June 30, 2024 are not necessarily indicative of the operating results for the full year ending December 31, 2024 or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures of the Company as of December 31, 2023, and for the year then ended, which were filed with the Securities and Exchange Commission (“SEC”) on Form 10-K on May 13, 2024. | NOTE 1— ORGANIZATION, BUSINESS AND PRINCIPLES OF CONSOLIDATION BASIS OF PRESENTATION First Choice Healthcare Solutions, Inc. (the “Company”) was incorporated on December 15, 2011 in the state of Delaware . The consolidated financial statements are those of the Company and its owned subsidiary FCID Medical, Inc., incorporated on November 5, 2010 in the state of Florida, and its wholly owned subsidiary First Choice Medical Group of Brevard, LLC, incorporated on September 16, 2011 in the state of Delaware. All significant intercompany accounts and transactions have been eliminated in consolidation. On June 15, 2020, the Company filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code in the Bankruptcy Court for the Middle District of Florida (the “Bankruptcy Court”). The Plan of Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code, as amended, modified or supplemented (the “Plan”) was confirmed by the Bankruptcy Court on February 23, 2021 and became effective on April 28, 2022, the date on which the Company emerged from bankruptcy (the “Effective Date”), with a new board of directors and certain new officers (see Note 13). The Company is actively engaged in implementing a defined growth strategy aimed at building a network of localized, integrated healthcare services platforms, comprised of nurse practitioner driven primary care clinics providing services including family primary care, anti-aging, dermatology, weight loss, hormone replacement therapy, functional and genetic testing, nutritional counseling, as well as behavioral health. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of the financial statements in conformity with U. S. GAAP 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, provision against bad debt, 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 No. 606, “Revenue from Contracts with Customers”, when: (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. Patient Service Revenue Our revenues relate to (i) net patient fees received from various third-party payers and patients themselves under contracts in which our performance obligations are to provide services to the patients and (ii) and patient fees, co-pays, and deductibles paid by patients themselves. Revenues are recorded during the period our obligations to provide services are satisfied. The contractual relationships with patients, in most cases, also involve a third-party payer (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through the health insurance exchanges) and the transaction prices for the services provided are dependent upon the terms provided by (Medicare and Medicaid) or negotiated with (managed care health plans and commercial insurance companies) the third-party payers. The payment arrangements with third-party payers for the services we provide to the related patients typically specify payments at amounts less than our standard charges and provide for payments based upon predetermined rates for services or discounted fee-for-service rates. Gross revenues are recorded at our standard rates upon completion of the performance obligations to the patients, and an estimate of the discounts applicable to third-party payers is recorded as contra revenue in the same period, based on the contractual arrangements with those third-party payers. Management continually reviews the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals. The payment terms with third party payers typically involve processing time allowances resulting in payment within 30 to 60 days from the date of service. The payment terms with patients provides for services fees, co-pays, and deductibles to be due at the time of service. FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 (unaudited) Concentrations of credit risk The Company’s financial instruments are exposed to a concentration of customer risk and accounts receivable risk. 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 receivables Accounts receivables are carried at their estimated collectible amounts net of doubtful accounts. The Company analyzes its 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 contractual allowances. Patient receivables are 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. Net loss per share Basic net loss per common share is based upon the weighted-average number of common shares outstanding. Diluted net income per common share is based on the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding and computed as follows: SCHEDULE OF BASIC NET LOSS PER COMMON SHARE 2024 2023 Six months ended June 30, 2024 2023 Numerator: Net loss attributable to First Choice Healthcare Solutions, Inc. common shareholders $ (3,114,119 ) $ (4,720,324 ) Denominator: Weighted-average common shares, basic 32,958,288 32,958,288 Weighted-average common shares, diluted 32,958,288 32,958,288 Basic: $ (0.09 ) $ (0.14 ) Diluted: $ (0.09 ) $ (0.14 ) FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 (Unaudited) The computation excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Basic net loss per share is computed on the basis of the weighted average number of common shares outstanding during each year. Diluted net loss per share is computed similar to basic net loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company uses the “if-converted” method for calculating the earnings per share impact of outstanding convertible debentures, whereby the securities are assumed converted and an earnings per incremental share is computed. Options, warrants and their equivalents are included in EPS calculations through the treasury stock method. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. In addition, there were no vested restricted stock for periods presented. Potentially dilutive securities excluded from the basic and diluted net income per share are as follows: SCHEDULE OF ANTI-DILUTIVE WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING June 30, 2024 December 31, 2023 Convertible debt 2,811,426,942 2,810,648,817 Warrants to purchase common stock 12,894,477 11,774,164 Incentive shares payable issued with convertible notes 4,464,625 1,568,250 Restricted stock awards 1,357,308 1,357,308 Options to purchase common stock — — Total 2,830,143,352 2,825,348,539 Stock-based compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the consolidated statements of operations, as if such amounts were paid in cash. Upon exercise of a common stock equivalent, the Company issues new shares of common stock out of its authorized shares. Long-lived assets The Company follows 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. 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 5 to 15 years. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 (Unaudited) Leases In February 2016, the FASB issued ASC 842, Leases . In accordance with ASC 842, the Company determines if an arrangement is a lease at inception. Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, we estimate incremental borrowing rates corresponding to the reasonably certain lease term. If the estimate of our incremental borrowing rate was changed, our operating lease assets and liabilities could differ materially. Finance leases lease assets and liabilities are recognized at the lease commencement date at the present value of the future lease payments not yet paid using the Company’s incremental borrowing rate, Assets acquired under finance lease are included in property and equipment, while finance lease obligations are included in other current liabilities and other long- term liabilities on the consolidated balance sheets. 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 follows a recognition threshold and measurement process for financial statement 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 June 30, 2024 and 2023. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. Treasury Stock The Company uses the cost method when it purchases its own common stock as treasury shares and displays treasury stock as a reduction of shareholders’ equity. Fair Value of Financial Instruments 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. FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 (Unaudited) 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 lines of credit and notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity. As of June 30, 2024, and 2023, the Company did not have any items that would be classified as level 1, 2 or 3 disclosures. Reclassifications Certain reclassifications have been made to prior year data to conform to the current year’s presentation. These reclassifications had no impact on reported income or losses. Recent accounting pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial position or results of operations. | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of the financial statements in conformity with U. S. GAAP 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, provision against bad debt, the fair value of the Company’s stock, and stock-based compensation. Actual results may differ from these estimates. Revenue Recognition On January 1, 2018, the Company adopted the new revenue recognition accounting standard issued by the Financial Accounting Standards Board (“FASB”) and codified in the ASC as Topic 606 (“ASC 606”). The revenue recognition standard in ASC 606 outlines a single comprehensive model for recognizing revenue as performance obligations, defined in a contract with a customer as goods or services transferred to the customer in exchange for consideration, are satisfied. The standard also requires expanded disclosures regarding the Company’s revenue recognition policies and significant judgments employed in the determination of revenue. The Company applied the modified retrospective approach to all contracts when adopting ASC 606. As a result, at the adoption of ASC 606 what was previously classified as the provision for bad debts in the statement of operations is now reflected as implicit price concessions (as defined in ASC 606) and therefore included as a reduction to net operating revenues in 2018. For changes in credit issues not assessed at the date of service, the Company will prospectively recognize those amounts in other operating expenses on the statement of operations. For periods prior to the adoption of ASC 606, the provision for bad debts has been presented consistent with the previous revenue recognition standards that required it to be presented separately as a component of net operating revenues. The Company recognizes revenue when: (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. When appropriate, the Company disaggregates revenue in its financial disclosures giving consideration to information regularly reviewed by the chief operating decision maker for evaluating the financial performance of the Company or disclosures presented outside the financial statements, as required by ASC 606-10-5. FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 Patient Service Revenue Our revenues relate to (i) third-party and (ii) and patient fees for self-pay services, co-pays, and deductibles paid by patients themselves. Revenues are recorded during the period our obligations to provide services are satisfied. The contractual relationships with patients, in most cases, also involve a third-party payer (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through the health insurance exchanges) and the transaction prices for the services provided are dependent upon the terms provided by (Medicare and Medicaid) or negotiated with (managed care health plans and commercial insurance companies) the third-party payers. The payment arrangements with third-party payers for the services we provide to the related patients typically specify payments at amounts less than our standard charges and provide for payments based upon predetermined rates for services or discounted fee-for-service rates. Gross revenues are recorded at our standard rates upon completion of the performance obligations to the patients, and an estimate of the discounts applicable to third-party payers is recorded as contra revenue in the same period, based on the contractual arrangements with those third-party payers. The payment terms with third party payers typically involve processing time allowances resulting in payment within 30 to 90 days from the date of service. The payment terms with patients for self-pay services fees, co-pays, and deductibles are due at the time of service. Concentrations of credit risk The Company’s financial instruments are exposed to a concentration of customer risk and accounts receivable risk. 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. Revenues and accounts receivable are concentrated between two major payers with the approximate risk level outlined below. SCHEDULE OF CONCENTRATIONS OF CREDIT RISK Concentration of Risk Revenue Concentration: 2023 2022 Year ended December 31, 2023 2022 Commercial Payor 1 10.9 % 32.0 % Commercial Payor 2 6.5 % 21.0 % Receivable Concentration: December 31, December 31, 2023 2022 Legal 32.3 % 14.6 % Commercial Payor 1 10.9 % 28.6 % Commercial Payor 2 6.5 % 22.5 % Concentration of Risk 6.5 % 22.5 % Accounts receivables Accounts receivables are carried at their estimated collectible amounts net of doubtful accounts. The Company analyzes its 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 contractual allowances. Patient receivables are 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. FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 Net loss per share Basic net loss per common share is based upon the weighted-average number of common shares outstanding. Diluted net income per common share is based on the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding and computed as follows: SCHEDULE OF BASIC NET LOSS PER COMMON SHARE 2023 2022 Year ended December 31, 2023 2022 Numerator: Net loss attributable to First Choice Healthcare Solutions, Inc. $ (8,261,964 ) $ (9,997,614 ) Denominator: Weighted-average common shares, basic 32,958,288 32,958,288 Weighted-average common shares, diluted 32,958,288 32,958,288 Basic: $ (0.25 ) $ (0.30 ) Diluted: $ (0.25 ) $ (0.30 ) The computation excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Basic net loss per share is computed on the basis of the weighted average number of common shares outstanding during each year. Diluted net loss per share is computed similar to basic net loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company uses the “if-converted” method for calculating the earnings per share impact of outstanding convertible debentures, whereby the securities are assumed converted and an earnings per incremental share is computed. Options, warrants and their equivalents are included in EPS calculations through the treasury stock method. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. In addition, there were no vested restricted stock for periods presented. Potentially dilutive securities excluded from the basic and diluted net income per share are as follows: SCHEDULE OF ANTI-DILUTIVE WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 2023 2022 December 31, 2023 2022 Convertible debt 2,810,648,817 430,902,049 Warrants to purchase common stock 11,774,164 11,246,433 Incentive shares payable issued with convertible notes 1,568,250 1,000,000 Restricted stock awards 1,357,308 1,357,308 Options to purchase common stock — — Total 2,825,348,539 444,505,790 Stock-based compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the consolidated statements of operations, as if such amounts were paid in cash. Upon exercise of a common stock equivalent, the Company issues new shares of common stock out of its authorized shares. Long-lived assets The Company follows 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. FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 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 5 to 15 years. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. Leases In February 2016, the FASB issued ASC 842, Leases , (“ASC 842”) . In accordance with ASC 842, the Company determines if an arrangement is a lease at inception. Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, we estimate incremental borrowing rates corresponding to the reasonably certain lease term. If the estimate of our incremental borrowing rate was changed, our operating lease assets and liabilities could differ materially. Finance leases lease assets and liabilities are recognized at the lease commencement date at the present value of the future lease payments not yet paid using the Company’s incremental borrowing rate, Assets acquired under finance lease are included in property and equipment, while finance lease obligations are included in other current liabilities and other long- term liabilities on the consolidated balance sheets. 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 follows a recognition threshold and measurement process for financial statement 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, 2023 and 2022. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. Treasury Stock The Company uses the cost method when it purchases its own common stock as treasury shares and displays treasury stock as a reduction of shareholders’ equity. FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 Fair Value of Financial Instruments 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 lines of credit and notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity. As of December 31, 2023, and 2022, the Company did not have any items that would be classified as level 1, 2 or 3 disclosures. Reclassifications Certain reclassifications have been made to prior year data to conform to the current year’s presentation. These reclassifications had no impact on reported income or losses. Recent accounting pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial position or results of operations. Unlisted other accounting standards that have been issued by the FASB or other standards-setting bodies are not currently expected to have a material effect on the Company’s consolidated financial position, results of operations or cash flows. In July 2023, the FASB issued ASU 2023-03, Presentation of Financial Statement (Topic 205), Income Statement - Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation - Stock Compensation (Topic 718) FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, In July 2021, the FASB issued ASU 2021-05, Lessors—Certain Leases with Variable Lease Payments In May 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In December 2019, the FASB issued ASU 2019-12, Income Taxes (ASC 740) – Simplifying the Accounting for Income Taxes |
NOTES PAYABLE AND CAPITAL LEASE
NOTES PAYABLE AND CAPITAL LEASES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Debt Disclosure [Abstract] | ||
NOTES PAYABLE AND CAPITAL LEASES | NOTE 3— NOTES PAYABLE AND CAPITAL LEASES Non-Convertible Notes Payable During the years ended December 31, 2022, and December 31, 2021, the Company issued eighteen non-convertible notes payable to individuals for a total face value of $ 2,076,158 . The notes were due within 60 days from the dates of issuance, were interest free, had original issuance discounts totaling $ 408,000 and were unsecured. During the years ended December 31, 2023, 2022, and 2021, the Company repaid or refinanced principal of $ 156,000 , $ 310,000 , and $ 817,521 , respectively. The balance of the non-convertible notes payable as of June 30, 2024 and June 30, 2023 was $ 792,637 and $ 792,637 , respectively. PPP Loans In 2020, the Company and its two subsidiaries received Paycheck Protection Plan (“PPP”) loans under the Cares Act totaling $ 1,386,580 . The PPP loans were expected to be forgiven by the U.S. Small Business Association (“SBA”) and as such, were not made eligible for any distributions under the amended joint Plan of Reorganization which was approved on February 23, 2021 (the “Plan”). The Plan further required the Company to file proper forgiveness applications with the SBA no later than February 19, 2021. The Company successfully filed for and received forgiveness confirmation for one of the PPP loans for $ 103,618 plus interest. The remaining two PPP loans forgiveness applications were never properly completed and filed by former management. As of January 17, 2023, the SBA’s website shows those two remaining PPP loans reflected as “Charged Off”. As a result of this recent discovery, the Company has reinitiated forgiveness applications with the SBA and expects those loans to be forgiven in full during 2024. As of June 30, 2024 and December 31, 2023, the Company had a total of PPP loans payable of $ 1,283,624 and $ 1,283,624 including accrued interest, respectively. FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 (Unaudited) Non-convertible notes payable including accrued interest as of June 30, 2024 and December 31, 2023 are comprised of the following: SCHEDULE OF NON CONVERTIBLE NOTES PAYABLE June 30, 2024 December 31, 2023 Notes Payable $ 3,073,751 $ 2,861,425 Note Payable - Equipment - - PPP Loans Payable 1,338,062 1,331,318 Less current portion (3,073,751 ) (2,861,425 ) Long term portion $ 1,338,062 $ 1,331,318 Fees and discounts are deferred and amortized over the life of the related note payable. For non-convertible notes payable, during the three and six months ended June 30, 2024 and 2023, the Company recognized a total of $ 0 and $ 0 and $ 0 and $ 0 , respectively, from the amortization of original issuance debt discounts. The outstanding balance of debt discount at June 30, 2024 and December 31, 2023 was $ 0 and $ 0 , respectively. Convertible Notes Payable 10% OID Senior Secured Convertible Notes The Company entered into Security Purchase Agreements with lenders for the sale of 10% original issue discount senior secured promissory notes (“10% Notes”) and warrants to purchase shares of the Company’s common stock equal to 50% of the face value. The 10% Notes accrue interest at 10% per annum payable quarterly, are convertible into shares of the Company’s common stock at the option of the holder at any time at a fixed ceiling price of $0.75 per share. The 10% Notes have full ratchet and anti-dilution provisions, a principal adjustment provision upon default, providing for a principal increase to 110% at maturity if unpaid, 120% at six months if unpaid and 130% at 12 months if unpaid. The 10% Notes were due March 31, 2022 and to date, all default provisions have been waived. The amounts due under the 10% Secured Convertible Notes are secured by assets of the Company pursuant to a security agreement. At June 30, 2024 and December 31, 2023, the balance of 10% notes was $ 5,808,000 and $ 5,808,000 , and accrued interest was $ 2,174,253 and $ 1,652,965 , respectively. During the three and six months ended June 30, 2024 and June 30, 2023, the Company recognized $ 260,644 and $ 521,288 and $ 185,334 and $ 360,382 in interest, respectively. 35% OID Super Priority Senior Secured Convertible Notes During the years ended December 31, 2023 and 2022, the Company entered into Security Purchase Agreements with lenders for the sale of 35% original issue discount senior secured promissory notes (“35% Notes”), warrants to purchase shares of the Company’s common and shares of the Company’s common stock as incentives. The 35% Notes have a 35% original issuance discount being amortized to interest expense through maturity, are non-interest bearing, are due at the earlier of six months from the date of issue or upon the occurrence of a liquidity event and are prepayable by the Company at any time at a premium of 120% of the outstanding balance. Upon an occurrence of default, the holder shall have the right to convert the 35% Note and outstanding interest at the lower of a discount to market or subsequent financings. The amounts due under the 35% Notes are secured by assets of the Company pursuant to a security agreement. At June 30, 2024 and December 31, 2023, the balance of 35% notes was $ 5,600,462 and $ 5,600,462 , respectively. The original issuance discount, deferred financing costs and the relative fair value of the warrants and incentive shares are being amortized to interest expense through maturity. During the three and six months ended June 30, 2024 and 2023, the Company recognized $ 0 and $ 0 and $ 108,379 and $ 94,241 in interest expense from the amortization of original issuance discounts, $ 0 and $ 0 and $ 3,548 and $ 1,976 in interest expense from the amortization of debt discounts from warrants and $ 0 and $ 0 and $ 1,819 and $ 913 in amortization of incentive shares, respectively. 20% OID Senior Secured Convertible Notes Payable During 2023, the Company entered into Security Purchase Agreements with lenders for the sale of 20% original issue discount senior secured promissory notes (“20% Notes”), warrants to purchase shares of the Company’s common stock with a five-year term, exercisable at any time at the option of the holder at a cash exercise price equal to 93.75% of the per share price of Company’s common stock sold to third-party investors in a qualified financing and incentive shares of the Company’s common stock. The 20% Notes accrue interest at 10% per annum, principal and interest are due at the earlier of six months from the date of issue or upon the occurrence of a liquidity event. FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 (Unaudited) The holder shall have the right to convert the 20% Notes and outstanding interest on a qualified financing at a price equal to 85% of the offering price, or a 15% discount to the volume weighted average price of the Company’s common stock for the five days preceding the dates of conversions, subject to a maximum price of $1.00. The amounts due under the 20% Notes are secured by assets of the Company pursuant to a security agreement. During the six months ended June 30, 2024, the Company issued 20% Notes with a face value of $ 778,125 and original issuance discounts of $ 155,625 for cash of $ 622,500 . The holders received warrants to purchase 1,120,313 shares of the Company’s common stock and 2,240,625 incentive shares of the Company’s common stock. At June 30, 2024 and December 31, 2023, the balance of 20% notes was $ 1,246,375 and $ 468,250 , original issuance discounts were $ 85,000 and $ 77,999 , and accrued interest totaled $ 41,606 and $ 1,727 respectively. The original issuance discount, relative fair value of the warrants and incentive shares are being amortized to interest expense through maturity. During the three and six months ended June 30, 2024 and 2023, the Company recognized $ 57,812 and $ 162,626 and $ 0 and $ 0 in interest expense from the amortization of original issuance discounts of the 20% Notes and $ 559 and $ 7,846 and $ 0 and $ 0 in amortization of incentive shares, respectively. Convertible notes payable are comprised of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE June 30, 2024 December 31, 2023 10% OID Senior Convertible Notes Payable, past due, interest at 10%, secured by assets, convertible at $0.75 per share $ 5,808,000 $ 5,808,000 10% OID Senior Convertible Notes Payable, past due, interest at 10 0.75 $ 5,808,000 $ 5,808,000 35% OID Super Priority Senior Convertible Notes Payable, due in 2 35 5,600,462 5,600,462 20% OID Senior Convertible Notes Payable, past due, interest at 10 1.00 1,246,375 468,250 Total 12,654,837 11,876,712 Less: unamortized discounts (77,999 ) (85,000 ) Total $ 12,576,838 $ 11,791,712 Less current portion (12,576,838 ) (11,791,712 ) Long-term portion $ - $ - | NOTE 6— NOTES PAYABLE NOTES PAYABLE AND CAPITAL LEASES Non-Convertible Notes Payable During the years ended December 31, 2022 and December 31, 2021, the Company issued eighteen non-convertible notes payable to individuals for a total face value of $ 2,076,158 . The notes were due within 60 days from the dates of issuance, were interest free, have original issuance discounts totaling $ 408,000 and were unsecured. During the years ended December 31, 2023, 2022, and 2021, the Company repaid or refinanced principal of $ 156,000 , $ 310,000 , and $ 817,521 , respectively. The balance of the non-convertible notes payable as of December 31, 2023 and 2022 is $ 792,637 and $ 792,637 , respectively. PPP Loans In 2020, the Company and its two subsidiaries received Paycheck Protection Plan (“PPP”) loans under the Cares Act totaling $ 1,386,580 . The PPP loans were expected to be forgiven by the U.S. Small Business Association (“SBA”) and as such, were not made eligible for any distributions under the amended joint Plan of Reorganization which was approved on February 23, 2021(the “Plan”). The Plan further required the Company to file proper forgiveness applications with the SBA no later than February 19, 2021. The Company successfully filed for and received forgiveness confirmation for one of the PPP loans for $ 103,618 plus interest. The remaining two PPP loans forgiveness applications were never properly completed and filed by former management. As of January 17, 2023, the SBA’s website shows those two remaining PPP loans reflected as “Charged Off”. As a result of this recent discovery, the Company has reinitiated forgiveness applications with the SBA and expects those loans to be forgiven in full. As of December 31, 2023 and December 31, 2022, the Company had a total of PPP loans payable of $ 1,283,624 and $ 1,283,624 , respectively, including accrued interest, which are expected to be forgiven by the SBA in mid 2024. Non-convertible notes payable as of December 31, 2023 and 2022 are comprised of the following: SCHEDULE OF NON CONVERTIBLE NOTES PAYABLE December 31, December 31, December 31, December 31, 2023 2022 Notes Payable $ 2,909,119 $ 1,113,925 Note Payable - Equipment - 36,538 PPP Loans Payable 1,283,624 1,283,624 Less current portion (2,909,119 ) (1,150,463 ) Long term portion $ 1,283,624 $ 1,283,624 FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 Fees and discounts are deferred and amortized over the life of the related note payable. During the years ended December 31, 2023 and 2022, the Company recognized a total of $ 2,135,500 and $ 441,703 , respectively, from the amortization of original issuance debt discounts. The outstanding balance of debt discount at December 31, 2023 and 2022 was $ 0 and $ 0 , respectively. Convertible Notes Payable 10% OID Senior Secured Convertible Notes During 2020 to 2022, the Company entered into Security Purchase Agreements with lenders for the sale of 10% original issue discount senior secured promissory notes (“10% Notes”)and warrants to purchase shares of the Company’s common stock equal to 50% of the face value. The 10% Notes accrue interest at 10% per annum payable quarterly, are convertible into shares of the Company’s common stock at the option of the holder at any time at a fixed ceiling price of $0.75 per share. The 10% Notes have full ratchet and anti-dilution provisions, a principal adjustment provision upon default, providing for a principal increase to 110% at maturity if unpaid, 120% at six months if unpaid and 130% at 12 months if unpaid. The 10% Notes were due March 31, 2022 and to date, all default provisions have been waived. The amounts due under the 10% Secured Convertible Notes are secured by assets of the Company pursuant to a security agreement. During the year ended December 31, 2022, the Company issued one 10% Note with a face amount of $ 660,000 and an original issuance discount of $ 60,000 for cash of $ 600,000 . The holder received 330,000 warrants to purchase the Company’s common stock, recognizing $ 7,616 in a debt discount from warrant valuation. Warrants to purchase shares of the Company’s common stock warrants have a five-year term, are exercisable upon the completion of a “Qualified Financing” at a cash exercise price equal to the lower of 93.75% of the per share price of Company’s common stock sold to third-party investors in that Qualified Financing, or $0.75 per share, subject to adjustment. The value of the warrants was recorded as debt discounts that are being amortized to interest expense over the life of the notes. At December 31, 2023 and 2022, the balance of 10% notes was $ 5,973,000 and $ 5,973,000 , original issuance discounts were $ 0 and $ 175,491 , discounts from warrants were $ 0 and $ 155,261 , discounts from deferred finance costs were $ 0 and $ 40,311 , and accrued interest was $ 828,527 and $ 1,489,291 , respectively. During the years ended December 31, 2023 and 2022, the Company recognized $ 0 and $ 235,491 in interest expense from the amortization of original issuance discounts, $ 0 and $ 162,877 in interest expense from the amortization of debt discounts from warrants, $ 0 and $ 40,311 from the amortization of deferred finance costs, and $ 660,764 and $ 594,769 in accrued interest, respectively. 35% OID Super Priority Senior Secured Convertible Notes During the years ended December 31, 2023 and 2022, the Company entered into Security Purchase Agreements with lenders for the sale of 35% original issue discount senior secured promissory notes (“35% Notes”), warrants to purchase shares of the Company’s common and shares of the Company’s common stock as incentives. The 35% Notes have a 35% original issuance discount being amortized to interest expense through maturity, are non-interest bearing, are due at the earlier of six months from the date of issue or upon the occurrence of a liquidity event and are prepayable by the Company at any time at a premium of 120% of the outstanding balance. Upon an occurrence of default, the holder shall have the right to convert the 35% Note and outstanding interest at the lower of a discount to market or subsequent financings. The amounts due under the 35% Notes are secured by assets of the Company pursuant to a security agreement. During the years ended December 31, 2023 and 2022, the Company issued 35% Notes with a face value of $ 538,462 and $ 5,062,000 , original issuance discounts of $ 188,462 and $ 1,772,000 and $ 70,000 and $ 241,000 of deferred financing costs for cash of $ 280,000 and $ 2,659,000 , refinancing of 10% notes of $ 0 and $ 390,000 , respectively. The holders received 269,231 and 3,005,960 warrants to purchase the Company’s common stock and 100,000 and 1,000,000 shares of the Company’s common stock during the years ended December 31, 2023 and 2022, respectively. FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 Warrants to purchase shares of the Company’s common stock warrants have a five-year term, are exercisable upon the completion of a Qualified Financing at a cash exercise price equal to 93.75% of the per share price of Company’s common stock sold to third-party investors in a Qualified Financing. At December 31, 2023 and 2022, the balance of 35% notes was $ 5,600,462 and $ 5,062,000 , original issuance discounts were $ 0 and $ 203,195 , discounts from warrants were $ 0 and $ 4,806 , discounts from deferred finance costs were $ 0 and $ 12,940 and discounts from incentive shares were $ 0 and $ 3,084 , respectively. The original issuance discount, deferred financing costs and the relative fair value of the warrants and incentive shares are being amortized to interest expense through maturity. During the years ended December 31, 2023 and 2022, the Company recognized $ 224,025 and $ 1,568,805 in interest expense from the amortization of original issuance discounts, $ 1,672 and $ 151,774 in interest expense from the amortization of debt discounts from warrants, $ 0 and $ 228,060 from the amortization of deferred finance costs, and $ 48,774 and $ 900 in amortization of incentive shares, respectively. 20% OID Senior Secured Convertible Notes Payable During 2023, the Company entered into Security Purchase Agreements with lenders for the sale of 20% original issue discount senior secured promissory notes (“20% Notes”), warrants to purchase shares of the Company’s common stock with a five-year term, exercisable at any time at the option of the holder at a cash exercise price equal to 93.75% of the per share price of Company’s common stock sold to third-party investors in a qualified financing and incentive shares of the Company’s common stock. The 20% Notes accrue interest at 10% per annum, principal and interest are due at the earlier of six months from the date of issue or upon the occurrence of a liquidity event. The holder shall have the right to convert the 20% Notes and outstanding interest on a Qualified Financing at a price equal to 85% of the offering price, or a 15% discount to the volume weighted average price of the Company’s common stock for the five days preceding the dates of conversions, subject to a maximum price of $1.00. The amounts due under the 20% Notes are secured by assets of the Company pursuant to a security agreement. During the year ended December 31, 2023, the Company issued 20% Notes with a face value of $ 468,250 and original issuance discounts of $ 93,250 for cash of $ 375,00 . The holders received warrants to purchase 233,500 shares of the Company’s common stock and 468,250 incentive shares of the Company’s common stock. At December 31, 2023 and 2022, the balance of 20% notes was $ 468,250 and original issuance discounts were $ 85,000 . Accrued interest totaled $ 1,727 at December 31, 2023. The original issuance discount, relative fair value of the warrants and incentive shares are being amortized to interest expense through maturity. During the year ended December 31, 2023, the Company recognized $ 8,250 in interest expense from the amortization of original issuance discounts of the 20% Notes and $ 1,803 in amortization of incentive shares and $ 1,727 in accrued interest on the 20% Notes. Convertible notes payable as of December 31, 2023 and 2022 are comprised of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE December 31, 2023 December 31, 2022 10% OID Senior Convertible Notes Payable, past due, interest at 10 %, secured by assets, convertible at $ 0.75 per share $ 5,973,000 $ 5,973,000 35% OID Super Priority Senior Convertible Notes Payable, due in 2 from date of issuance, interest at 35 %, secured by assets, convertible upon qualifying financing 5,600,462 5,062,000 20% OID Senior Convertible Notes Payable, past due, interest at 10 %, secured by assets, convertible at max $ 1.00 per share 468,250 - Total 12,041,712 11,035,000 Less: unamortized discounts - (595,108 ) Total $ 12,041,712 $ 10,439,892 Less current portion (12,041,712 ) (10,439,892 ) Long-term portion $ - $ - FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 As a result of the issuance of the above convertible debt, the Company incurred approximately $ 527,051 in fees and commissions as well as $ 3,002,702 in original issuance discounts. Fees and discounts are deferred and amortized over the life of the related convertible note. During the years ended December 31, 2023 and 2022, the Company recognized a total of $ 281,712 and $ 1,894,500 , respectively, from the amortization of original issuance debt discounts. The outstanding balance of debt discount at December 31, 2023 and 2022 was $ 85,000 and $ 0 , respectively. |
LEASES
LEASES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Leases | ||
LEASES | NOTE 4— LEASES Operating Leases As a result of the adoption of ASC 842 on January 1, 2021, the Company recognized a lease liability which represents the present value of the remaining operating lease payments discounted using our incremental borrowing rate of 5.0 %, and a right-of-use asset. Operating leases consist of an office and a clinic location and have remaining terms of approximately 7 and 1 years, respectively, and both include options to extend the leases for additional periods. Generally, the lease term is the minimum of the noncancelable period of the lease or the lease term inclusive of reasonably certain renewal periods. If the estimate of our reasonably certain lease term was changed, our depreciation and rent expense could differ materially. FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 (Unaudited) Maturities of the above lease liabilities are as follows as of June 30, 2024: SCHEDULE OF MATURITIES OF LEASE LIABILITIES 2024 $ 172,867 2025 596,223 2026 368,340 2027 377,442 Thereafter 1,379,415 Total Lease Payments 2,894,287 Less Interest (299,495 ) Total Lease Liabilities $ 2,594,792 Less: Current Portion (297,501 ) Long-Term Liabilities $ 2,297,291 Sale/Leaseback On March 31, 2016, the Company entered into a lease of Marina Towers under a sale/leaseback transaction, via a 10-year absolute triple-net master lease agreement, to expire in 2026. The Company has two successive options to renew the lease for five-year periods on the same terms and conditions and did not have any residual interest or the option to repurchase the facility at the end of the lease term. During October 2021, the Company, through the eighteenth judicial circuit court in Brevard County, Florda, received an order approving joint stipulation for alternative resolution to the Company’s real estate lease in Melbourne, Florida. The order terminated the Company’s use of floors three and four of the building immediately, while terminating its right to possession and use of floors one, two and five at December 31, 2021. The order also terminated the existing lease payment schedule, replacing it with the following: ● Payment of $ 50,000 on October 12, 2021 ● The following rent installment payments: SCHEDULE OF RENT INSTALLMENT PAYMENTS I. $ 200,000 by October 19, 2021 II. $ 250,000 by November 15, 2021 III. $ 306,166 by December 15, 2021 IV. $ 275,000 by January 7, 2022 V. $ 31,166 by January 15, 2022 VI. $ 300,000 by February 8, 2022 VII. $ 31,166 by February 15, 2022 Upon receipt of the order, the Company recorded a liability and lease settlement expense for the amount of the order, or $ 1,443,498 . As of June 30, 2024, the Company has paid approximately $ 200,000 of this obligation and has an open accounts payable liability remaining of approximately $ 1,200,000 . The Company is working to reach a settlement with the landlord. | NOTE 7— LEASES Operating Leases As a result of the adoption of ASC 842 on January 1, 2021, the Company recognized a lease liability which represents the present value of the remaining operating lease payments discounted using our incremental borrowing rate of 5.0 %, and a right-of-use asset. Operating leases consist of an office and a clinic location and have remaining terms of approximately 7 and 1 years, respectively, and both include options to extend the leases for additional periods. Generally, the lease term is the minimum of the noncancelable period of the lease or the lease term inclusive of reasonably certain renewal periods. If the estimate of our reasonably certain lease term was changed, our depreciation and rent expense could differ materially. Maturities of the above lease liabilities are as follows as of December 31, 2023: SCHEDULE OF MATURITIES OF LEASE LIABILITIES 2024 $ 299,244 2025 596,223 2026 368,340 2027 377,442 Thereafter 1,452,951 Total Lease Payments 3,094,200 Less Interest (352,437 ) Total Lease Liabilities $ 2,741,763 Less: Current Portion (299,244 ) Long-Term Liabilities $ 2,442,519 Sale/Leaseback On March 31, 2016, the Company entered into a lease of Marina Towers under a sale/leaseback transaction, via a 10-year absolute triple-net master lease agreement, to expire in 2026. The Company has two successive options to renew the lease for five-year periods on the same terms and conditions and did not have any residual interest or the option to repurchase the facility at the end of the lease term. During October 2021, the Company, through the eighteenth judicial circuit court in Brevard County, Florda, received an order approving joint stipulation for alternative resolution to the Company’s real estate lease in Melbourne, Florida. The order terminated the Company’s use of floors three and four of the building immediately, while terminating its right to possession and use of floors three and five at December 31, 2021. The order also terminated the existing lease payment schedule, replacing it with the following: ● Payment of $ 50,000 on October 12, 2021 ● The following rent installment payments: SCHEDULE OF RENT INSTALLMENT PAYMENTS I. $ 200,000 by October 19, 2021 II. $ 250,000 by November 15, 2021 III. $ 306,166 by December 15, 2021 IV. $ 275,000 by January 7, 2022 V. $ 31,166 by January 15, 2022 VI. $ 300,000 by February 8, 2022 VII. $ 31,166 by February 15, 2022 FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 Upon receipt of the order, the Company recorded a liability and lease settlement expense for the amount of the order, or $ 1,443,498 . As of December 31, 2023, the Company has paid approximately $ 200,000 of this obligation and has an open accounts payable liability remaining of approximately $ 1,200,000 . The Company is working to reach a settlement with the landlord. Finance Leases The Company adopted ASC 842 on January 1, 2021. On May 31, 2018, the Company entered into a lease agreement for the use of equipment with 60 monthly payments of $ 2,112 payable through April 2023 with an effective interest rate of 5.00 % per annum. The Company failed to make all payments as required under the lease agreement which resulted in the lender filing a complaint in the County Court of Brevard County, Florida (“Court”). In June 2023 the Court issued an order to the Company to return the equipment. The Company has accrued $ 19,473 to cover final payment and subsequently has reached an agreement to settle this debt for $ 9,000 . |
CAPITAL STOCK
CAPITAL STOCK | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Equity [Abstract] | ||
CAPITAL STOCK | NOTE 5 — CAPITAL STOCK Series A Preferred Convertible Stock The Company is authorized to issue 40,000 shares, $ 0.01 par value Series A preferred stock. Each share of the Series A preferred stock is convertible into 10,000 shares of common stock in the Company. The Series A 10% Convertible Preferred Stock shall have a 10 % dividend rate and have preference in liquidation so that holders of Series A 10% Convertible Preferred Stock are paid in full prior to any payments to holders of common stock of the Corporation. The Series A 10% Convertible Preferred Stock shall be automatically converted into shares of common stock of the Corporation on the effective date of the Corporation’s S-1 filing with the Securities Exchange Commission. FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 (Unaudited) During the six months ended June 30, 2024 and June 30, 2023, the Company did not issue any shares of Series A preferred stock. As of June 30, 2024 and 2023, the total Series A preferred shares outstanding were 147 and 147 shares, respectively. Common stock During the six months ended June 30, 2024 and June 30, 2023, the Company did not issue any shares of its common stock. In connection with the issuance of the 20% OID Convertible Notes in 2023, the Company was to issue 468,250 incentive shares of unrestricted common stock. In connection with the issuance of the 20% OID Convertible Notes in 2024, the Company was to issue 2,240,625 incentive shares of common stock. As of June 30, 2024, none of the incentive shares were issued and were recorded as a Common Share Payable current liability. | NOTE 8 — CAPITAL STOCK Series A Preferred Convertible Stock The Company is authorized to issue 40,000 shares, $ 0.01 par value Series A preferred stock. Each share of the Series A preferred stock is convertible into 10,000 shares of common stock in the Company. The Series A 10% Convertible Preferred Stock shall have a 10 % dividend rate and have preference in liquidation so that holders of Series A 10% Convertible Preferred Stock are paid in full prior to any payments to holders of common stock of the Corporation. The Series A 10% Convertible Preferred Stock shall be automatically converted into shares of common stock of the Corporation on the effective date of the Corporation’s S-1 filing with the Securities Exchange Commission. In the second quarter of 2022, the Company issued 141 shares of Series A preferred stock with a par value of $ 0.01 per share and a purchase price of $ 6,750 per share to 15 investors for $ 1,057,200 which includes a 10 % discount of $ 105,450 and cash of $ 951,750 . The terms of these Series A issuances included a 10 % share price discount and a 10 % dividend. The Company paid $ 53,994 in fees to brokers related to these issuances. In the second quarter of 2023, the Company sold 6 shares of Series A, 10% convertible preferred stock, with a par value of $ 0.01 per share and a purchase price of $ 7,500 per share to 1 investor for $ 50,000 which includes a 10 % discount of $ 5,000 and cash of $ 45,000 . The Company paid $ 0 in fees to brokers related to these issuances. As of December 31, 2023, and 2022, the total Series A preferred shares outstanding were 147 and 141 shares, respectively. FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 Proposed Series B Preferred Convertible Stock In the fourth quarter of 2023, contingent to a Qualified Financing occurring no later than November 30, 2023, the Company proposed the exchange of (i) all outstanding 10% Senior Secured Convertible Notes including accrued interest, (ii) all outstanding 35% Senior Secured Convertible Notes including accrued interest, (iii) all outstanding Promissory Notes including accrued interest, (iv) all outstanding Series A Preferred Convertible Stock including accrued dividends payable, and (v) all open trade payables, for shares of a newly proposed Series B preferred stock with an exchange value of $10 per share. The proposed exchange also included the exchange of all warrants to purchase common stock previously issued in conjunction with (i), (ii), (iii), and (iv) above for new warrants at a quantity calculated at 80% of the original face value of each of the notes and a holder’s initial investment in the Series A Preferred Convertible Stock. The proposed exchange agreements all stated that the proposed exchange would be null and void if the Company did not close a Qualified Financing by November 30, 2023. Since no such transaction took place by November 30, 2023, the proposed exchange did not occur. Common stock During the years ended December 31, 2023, and December 31, 2022, the Company did not issue any shares of its common stock. In connection with the issuance of the 35% OID Super Priority Convertible Notes in 2022, the Company was to issue 1,000,000 incentive shares of unrestricted common stock. In connection with the issuance of the 35% OID Super Priority Convertible Notes in 2023, the Company was to issue 100,000 incentive shares of unrestricted common stock. In connection with the issuance of the 20% OID Convertible Notes in 2023, the Company was to issue 468,250 incentive shares of unrestricted common stock. As of December 31, 2023, none of the incentive shares were issued and were recorded as a Common Share Payable current liability. In the first quarter 2018, the Company and Steward Health Care System LLC (“Steward”) entered into a Stock Purchase Agreement (the “Purchase Agreement”). Pursuant to the terms of the Purchase Agreement, the Company issued five ( 5 ) million shares of common stock in exchange for cash proceeds of $ 7.5 million. The Company agreed that, upon demand from Steward after the six month anniversary of the Closing Date, the Company shall use its reasonable best efforts to prepare and file with the SEC, a registration statement and such other documents as may be necessary in the advice of counsel for the Company, and use its commercially reasonable efforts to have such registration statement declared effective in order to comply with the provisions of the Securities Act of 1933, as amended, so as to permit the registered resale of the common shares. In addition, the Company has agreed that, on or after April 1, 2022, upon ninety (90) days prior written notice, Steward may sell fifty percent (50%) of the common stock to the Company one-time during each of the following two (2) calendar years thereafter at a price equal to the purchase price under the Purchase Agreement pro-rated for the number of shares being purchased. Notwithstanding the foregoing, the put option shall automatically terminate and be of no further force and effect in the event the market capitalization (as defined in the Purchase Agreement) of the Company is equal to or more than $100,000,000 at any time after the date of the Purchase Agreement. The put option was eliminated as part of the final bankruptcy decree (see Note 13). |
STOCK OPTIONS, WARRANTS AND RES
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Stock Options Warrants And Restricted Stock Units | ||
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS | NOTE 6 — STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS Options The Company does not have an Incentive Stock Plan in place. Restricted Stock Units (“RSU”) Transactions involving restricted stock units issued are summarized as follows: SCHEDULE OF RESTRICTED STOCK UNITS ISSUES Restricted share units as of December 31, 2023 1,357,308 Granted — Forfeited — Unvested restricted shares as of June 30, 2024 1,357,308 During the six months ended June 30, 2024, the Company granted 0 performance-based, restricted stock units. As of June 30, 2024, stock-based compensation related to restricted stock awards of $ 0 remains unamortized. Warrants The Company issued warrants in 2024 and 2023 to employees, consultants, and in connection with debt issuances. Warrants to purchase shares of the Company’s common stock warrants have a five-year term, are fully vested upon issuance, exercisable upon the completion of a qualified financing typically at a cash exercise price equal to 93.75 % of the per share price of Company’s common stock sold to third-party investors in that qualified financing. The Company issued 1,120,313 and 294,231 warrants for the six months ended June 30, 2024 and June 30, 2023 respectively in connection with debt issuances. In the six months ended June 30, 2024 and June 30, 2023, the issued warrants had an estimated fair value of $ 0 and $ 1,672 , on the date of issuance, respectively. Transactions involving stock warrants issued are summarized as follows: SCHEDULE OF STOCK WARRANT ISSUED Number of Shares Outstanding at December 31, 2023: 11,774,164 Issued 1,120,313 Exercised — Forfeited — Expired — Outstanding at June 30, 2024: 12,984,477 FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 (Unaudited) | NOTE 9 — STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS Options On March 14, 2012, we adopted our 2011 Incentive Stock Plan (the “2011 Plan”), pursuant to which 500,000 shares of our Common Stock are reserved for issuance as awards to employees, directors, officers, consultants, and other service providers of our Company and its subsidiaries (an “Optionee”). The term of the 2011 Plan is ten years from January 6, 2012, its effective date. On December 29, 2023, by resolution, the Company’s Board of Directors formally terminated the 2011 Plan. FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 Restricted Stock Units (“RSU”) Transactions involving restricted stock units issued are summarized as follows: SCHEDULE OF RESTRICTED STOCK UNITS ISSUED Restricted shares units issued as of December 31, 2021 1,357,308 Granted — Forfeited — Restricted shares units issued as of December 31, 2022 1,357,308 Granted — Forfeited — Total Restricted Shares Issued at December 31, 2023 1,357,308 During the years ended December 31, 2023 and December 31, 2022, the Company granted 0 performance-based, restricted stock units. As of December 31, 2023, stock-based compensation related to restricted stock awards of $ 0 remains unamortized. Warrants The Company issued warrants in 2023 and 2022 to employees, consultants, and in connection with debt issuances. Warrants to purchase shares of the Company’s common stock warrants have a five-year 93.75 527,731 4,210,960 1,672 and $ 164,196 , on the date of issuance, respectively. Transactions involving stock warrants issued are summarized as follows: SCHEDULE OF STOCK WARRANT ISSUED Number of Shares Outstanding at December 31, 2021: 7,035,473 Issued 4,210,960 Exercised — Forfeited — Expired — Outstanding at December 31, 2022: 11,246,433 Issued 527,731 Exercised — Forfeited — Expired — Outstanding at December 31, 2023: 11,774,164 |
GOING CONCERN
GOING CONCERN | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
GOING CONCERN | NOTE 7 – GOING CONCERN The accompanying consolidated financial statements have been prepared on a going concern basis of accounting which contemplates continuity of operations, realization of assets, liabilities, and commitments in the normal course of business. The accompanying consolidated financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company has a working capital deficit of $ 30,699,329 as of June 30, 2024 and has generated recurring net losses since its emergence from bankruptcy in April 2022. During the three and six months ended June 30, 2024, the Company experienced net operating losses of approximately $ 1,862,361 and $ 3,067,704 , respectively, and corresponding cash outflows from operations of $ 554,645 and $ 633,591 , respectively. As of June 30, 2024, the Company had an accumulated deficit of $ 67,000,708 . This performance reflected challenges in operating and restructuring the company as a result of the previous issues that confronted the Company in the healthcare market, such as growing referral bases and negotiating favorable contract rates with third party payors for services rendered, as well as the negative impact of the former CEO indictment in November 2018 and the bankruptcy from June 2020. As a result of the former CEO’s actions the Company has been subject to litigation as well as incurring damage to its relationships with its employees and referral sources. The Company’s ability to continue as a going concern is dependent upon the success of its continuing efforts to acquire profitable companies, grow its revenue base, reduce operating costs, especially as related to provider services, and access additional sources of capital, and/or sell assets. The Company believes that it will be successful in repairing its relationships with employees and referral sources, generating growth and improved profitability resulting in improved cash flows from operations. However, in order to execute the Company’s business development plan, which there can be no assurance we will achieve, 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 have to curtail its business development initiatives and take additional measures to reduce costs in order to conserve its cash, thus raising substantial doubt about its ability to continue as a going concern more than one year from the date of issuance of the June 30, 2024 financial statements included in this filing. | NOTE 12 – GOING CONCERN The accompanying consolidated financial statements have been prepared on a going concern basis of accounting which contemplates continuity of operations, realization of assets, liabilities, and commitments in the normal course of business. The accompanying consolidated financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company has a working capital deficit as of December 31, 2023 and has generated recurring net losses since its emergence from bankruptcy in April 2022. During the fiscal year ended December 31, 2023, the Company experienced operating losses of approximately $ 8.2 million and corresponding cash outflows from operations of $ 6.8 million. This performance reflected challenges in operating and restructuring the company as a result of the previous issues that confronted the Company in the healthcare market, such as growing referral bases and negotiating favorable contract rates with third party payors for services rendered, as well as the negative impact of the CEO indictment in November 2018 and the bankruptcy from June 2020. As a result of the former CEO’s actions the Company has been subject to litigation as well as incurring damage to its relationships with its employees and referral sources. The Company’s ability to continue as a going concern is dependent upon the success of its continuing efforts to acquire profitable companies, grow its revenue base, reduce operating costs, especially as related to provider services, and access additional sources of capital, and/or sell assets. The Company believes that it will be successful in repairing its relationships with employees and referral sources, generating growth and improved profitability resulting in improved cash flows from operations. Additionally, headcount was reduced in October 2021 and again in January 2023 to generate reductions in operating costs while the Company focused on developing and executing its future business strategy. However, in order to execute the Company’s business development plan, which there can be no assurance we will achieve, 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 have to curtail its business development initiatives and take additional measures to reduce costs in order to conserve its cash, thus raising substantial doubt about its ability to continue as a going concern more than one year from the date of issuance of the 2023 financial statements included in this filing. FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS Proposed Series C Preferred Convertible Stock. In July 2024, contingent to a qualified financing occurring no later than six months from the exchange agreement date, the Company proposed the exchange of (i) all outstanding 10% Senior Secured Convertible Notes including accrued interest, (ii) all outstanding 35% Senior Secured Convertible Notes including accrued interest, (iii) all outstanding Promissory Notes including accrued interest, (iv) all outstanding Series A Preferred Convertible Stock including accrued dividends payable, and (v) certain open trade payables, for shares of a newly proposed Series C preferred stock with an exchange value of $1,000 per share. The proposed exchange value of (i), (ii), (iii), and (iv) above included a 35% premium to the book value of those instruments. The proposed exchange also included the exchange of all warrants to purchase common stock and incentive shares payable, each previously issued in conjunction with (i), (ii), (iii), and (iv) above for new warrants at a quantity calculated at 50% of the original face value of each of the notes and a holder’s initial investment in the Series A Preferred Convertible Stock. The proposed exchange agreements all stated that the proposed exchange would be null and void if the Company did not close a qualified financing within six months from the exchange agreement date. | NOTE 14 SUBSEQUENT EVENTS On January 1, 2024, Phillip Keller, the Company’s Chief Financial Officer began a leave of absence for personal reasons. On January 25, 2024, the County Court of Brevard County (“Court”), Florida granted a $ 19,473 judgement in favor of the lessor of an equipment lease. On May 31, 2018, the Company entered into a lease agreement for the use of equipment with 60 monthly payments of $ 2,112 payable through April 2023 with an effective interest rate of 5.00 % per annum. The Company failed to make all payments as required under the lease agreement which resulted in the lender filing a complaint in the Court. In June 2023 the Court issued an order to the Company to return the equipment. The lender subsequently liquidated the equipment from which the proceeds were netted against the total claim. This judgment and claim was settled for $ 9,000 in March 2024, and paid in full on April 26, 2024. On January 25, 2024, the company entered into an asset purchase agreement to acquire all the physical and intellectual assets known as The Good Clinic from Leading Primary Care, LLC, a primary care clinic concept specializing in providing whole person primary care and wellness, in an all-stock deal for $ 3,500,000 . On March 26, 2024, Phillip Keller, the Company’s Chief Financial Officer was formally terminated in accordance with the terms of his CFO Employment Agreement. In March and April 2024, the Company issued 20% OID Senior Secured Convertible Notes payable with a face amount, including the 20% OID, totaling $ 1,078,125.00 . The 20% OID Senior Secured Convertible Notes mature on the earlier of the effective date of an S-1 registration Statement or six months from the dates of issuance, have a 20% original issuance discount, bear interest at 10% per annum due and payable on the maturity date in cash or common stock at the option of the Company, 150% Warrant Coverage, and three (3) commitment shares for every dollar that was invested. The notes are automatically converted to the Company’s common stock upon a qualified financing of the Company of no less than $ 5,000,000 in aggregate proceeds from the sales of its common stock at the conversion rate of the lessor of 85 % of the price per share paid by investors in the qualified financing, or $ 1.00 per share, subject to automatic adjustment for stock splits and dividends. The Company issued 590,625 93.75 |
PROPERTY, PLANT, AND EQUIPMENT
PROPERTY, PLANT, AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT, AND EQUIPMENT | NOTE 3 — PROPERTY, PLANT, AND EQUIPMENT Property, plant and equipment at December 31, 2023 and 2022 are as follows: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT 2023 2022 2023 2022 Building improvements $ 110,838 $ 114,980 Computer equipment 70,636 100,510 Medical equipment 221,297 579,508 Office equipment 20,866 39,854 Property plant and equipment, gross 423,637 834,852 Less: accumulated depreciation (161,394 ) (364,149 ) Property plant and equipment, net $ 262,243 $ 470,703 During the year ended December 31, 2023 and 2022, depreciation expense charged to operations was $ 42,181 and $ 88,562 , respectively. During January 2022, as a result of its Bankruptcy Plan approval (see Note 13), the Bankruptcy Court approved the rejection of two satellite clinic location leases in Melbourne, Florida and Merritt Island. As a result, $ 30,578 in unamortized leasehold improvements were written off as loss on disposal. During 2023, the Company disposed of physical therapy equipment and furniture and fixtures with a book value of $ 113,869 , recognizing a loss on disposal. During October of 2022, the Company disposed of physical therapy equipment with a book value of $ 82,560 , recognizing a loss on disposal. |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
INVESTMENTS | NOTE 4 — INVESTMENTS On September 10, 2021 the Company entered in a Member Interest Purchase Agreement to acquire the Membership Interests in Care America at Maitland, LLC, a licensed but inoperative pharmacy services provider, for the purchase price of $ 150,000 with a closing date of October 1, 2021. In 2022, the company re-evaluated this strategic direction which absolved the requirement for a retail-based pharmacy. As a result, during the year ended December 31, 2022, Care America of Maitland, LLC was dissolved and the Company realized $ 150,000 in loss on impairment in its investment in its Membership Interest in Care America at Maitland, LLC. On March 1, 2023, the Company entered an agreement with Coastal Neurology, Inc. (“Coastal”) to provide for the escrow of a non-refundable good faith deposit of $ 150,000 to cover transaction costs in conjunction with the Company’s proposed stock purchase agreement of Coastal. Under the terms of the agreement, if the Company failed to undertake a funding offering as specified in the agreement by March 31, 2023, and therefor was unable to close the acquisition by May 30, 2023 because of lack of funds, then the escrow deposit was to be released in full to Coastal no later than May 31, 2023. As the Company was only able to make $ 103,000 of the required good faith deposit in full to the escrow agent, the proposed Coastal acquisition was abandoned and the $ 103,000 was written off. FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 |
LINES OF CREDIT
LINES OF CREDIT | 12 Months Ended |
Dec. 31, 2023 | |
Lines Of Credit | |
LINES OF CREDIT | NOTE 5 — LINES OF CREDIT Line of credit, CT Capital On June 13, 2013, we entered into a Loan and Security Agreement (the “Loan Agreement”) with C.T. Capital, Ltd, (“Lender”) a Florida Limited Partnership. Under the Loan Agreement and subsequent amendments, Lender committed to make an accounts receivable line of credit to a maximum aggregate amount of $ 2,500,000 . The Lender was also allowed to convert all or any portion of the outstanding principal or interest up to $ 2,000,000 on the loan into the Company’s common stock at a price equal to $ 0.75 per share. During 2021, the Loan Agreement was determined to be a general unsecured creditor under the Bankruptcy Plan, eligible to receive pro rata share distributions. At the time of the Bankruptcy Plan approval, the balance of the Loan Agreement was $ 1,108,851 and Lender was paid its portion of the distribution of $ 21,872 in April 2022. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 - COMMITMENTS AND CONTINGENCIES Employee employment contracts The Company, from time to time, enters into employment contracts with its healthcare providers. These contracts are generally for a three (3) year term; may be terminated for “Cause,” as defined therein; include customary provisions for restrictive covenants; and provide for compensation that is derived from the revenue generated by work performed by the healthcare providers. Litigations, Claims and Assessments From time to time, we may become involved in lawsuits and legal proceedings which arise in the ordinary course of business including potential disputes with patients. 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. FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 Although we currently maintain liability insurance coverage intended to cover professional liability and certain other claims, we cannot assure that our insurance coverage will be adequate to cover liabilities arising out of claims asserted against us in the future where the outcomes of such claims are unfavorable to us. Liabilities in excess of our insurance coverage, including coverage for professional liability and certain other claims, could have a material adverse effect on our business, financial condition, and results of operations. Estimates of reasonably possible additional losses, both for each individual matter described below and, in the aggregate, are not material to our consolidated financial position, results of operations or cash flows. On May 31, 2018, the Company entered into a lease agreement for the use of equipment with 60 monthly payments of $ 2,112 payable through April 2023 with an effective interest rate of 5.00 % per annum. The Company failed to make all payments as required under the lease agreement which resulted in the lender filing a complaint in the County Court of Brevard County, Florida (“Brevard Court”). In June 2023 the Brevard Court issued an order to the Company to return the equipment. The lender subsequently liquidated the equipment from which the proceeds were netted against the total claim. On January 25, 2024, the Brevard Court granted a $ 19,473 judgement in favor of the lessor of an equipment lease. In March 2024, the Company and the creditor have negotiated a revised settlement amount of $ 9,000 . On September 20, 2021, GMR Melbourne, LLC (“GMR”) filed a complaint in The Eighteenth Judicial Circuit Court in Brevard County, Florda for breach of contract as it relates to a facilities Lease Agreement entered into in March 2017, claiming the Company defaulted on the lease payments totaling $ 1,455,095 . During October 2021, the Company, through The Eighteenth Judicial Circuit Court in Brevard County, Florda, received an order approving joint stipulation for alternative resolution to the Company’s real estate lease in Melbourne, Florida. The order terminated the Company’s use of floors three and four of the building immediately, while terminating its right to possession and use of floors three and five at December 31, 2021. The order also replaced the existing lease payment schedule with a series of eight payments to be completed by February 15, 2022. Upon receipt of the order, the Company recorded a liability and lease settlement expense for the amount of the order, or $ 1,443,498 . As of December 31, 2023, the Company has paid approximately $ 200,000 of this obligation and has an open accounts payable liability remaining of approximately $ 1,200,000 . The Company is working to reach a settlement with the landlord. On May 11, 2023, Coastal Neurology, Inc. (“Coastal”) filed a complaint in The Circuit Court of the Seventh Judicial Circuit in and for Volusia County, Florida, for breach of contract as it relates to an Escrow Agreement and a failure to pay Coastal $ 100,000 , seeking damages, costs, and interest. The Company asserts that no funds were required to be deposited under the escrow agreement, and that the escrow agreement is not valid and enforceable under Florida law. At December 7, 2023, the Company received correspondence from attorneys retained by CBL & Associates Properties, Inc. (“CBL”) as it relates to the collection of remaining lease payments plus collection costs on a care facility Lease Agreement where the Company vacated the premises on August 24, 2022, and defaulted on the remaining lease payments totalling 66,999 . The total amount being sought by the collection attorney including collection costs is $ 84,051 which is accrued by the company The Company is working to reach a settlement with CBL. On May 31, 2023, MBABJB Holdings Family Limited Partnership (“MBAB”) filed a complaint in The Circuit Court of the Eighteenth Judicial Circuit in and for Brevard County, Florida for breach of contract as it relates to a facilities Lease Agreement entered into on January 4, 2017, claiming the Company defaulted on the lease payments totaling $ 87,350 . On August 24, 2023, the plaintiffs filed a motion for a summary judgment to Default. At December 12, 2023, the Plaintiff’s motion was granted for the sum of $ 102,884 including attorney fees and costs which is accrued by the company. On June 15, 2020, Ackerman, LLP was engaged by the Company to represent the Company in its bankruptcy filing and proceedings. Ackerman was awarded fees by the court totaling $ 548,000 , inclusive of a payment plan. The Company defaulted on the payment plan obligation and as a result, Ackerman filed a motion for summary judgment for the unpaid fees. The motion was granted by the court. The Company was able to partially satisfy the judgment, however, $ 203,115 of these legal fees remain unpaid. The Company is named as a defendant in several employment related matters primarily resulting from unpaid wages following restructuring related staff reductions and terminations, the majority of the cases have been settled and paid directly or through DOL minimum wage collection and distribution to hourly employees. FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 11 - INCOME TAXES The following is a breakdown of the loss before the provision for income taxes: SCHEDULE OF LOSS BEFORE PROVISION FOR INCOME TAXES Year Ended December 31, 2023 2022 Loss before provision for income taxes $ (8,171,232 ) $ (9,943,702 ) The Company has not filed federal or state tax returns and has not recorded any impacts to its deferred tax amounts carried on the balance sheet for any years after the calendar year ended December 31, 2019. As a result, the deferred tax amounts carried on the balance sheets as of December 31, 2023 and December 31, 2022 have remained unchanged. SCHEDULE OF INCOME TAX EXPENSE/(BENEFIT) Year ending December 31, 2023 2022 Current Federal $ — $ — State — — Total current — — Deferred Federal (1,853,757 ) (1,853,757 ) State (189,451 ) (189,451 ) Total deferred (2,043,708 ) (2,043,708 ) Change in valuation allowance 2,043,708 2,043,708 Total income tax expense/(benefit) $ — $ — The Company accounts for income taxes in accordance with ASC 740, which requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Because of the Company’s recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be fully realized and, accordingly, has provided a valuation allowance as of December 31, 2023 and 2022. The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740,”Income Taxes”. Deferred tax assets are recognized for deductible temporary differences and operating loss carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws on the date of enactment. The Company’s deferred tax assets are as follows: SCHEDULE OF DEFERRED TAX ASSETS Year Ended December 31, 2023 2022 Deferred tax assets: NOL Carryforward $ 6,391,691 $ 6,391,691 AMT Credit 111,950 111,950 Fixed assets and intangibles — — Stock Compensation — — Accruals and other — — Total deferred tax assets $ 6,503,641 6,503,641 Valuation allowance (6,391,641 ) (6,391,641 ) Net deferred tax asset $ 111,950 $ 111,950 FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 Net operating losses and tax credit carryforwards as of December 31, 2023, are as follows: SCHEDULE OF NET OPERATING LOSSES AND TAX CREDIT CARRYFORWARDS Amount Net operating losses, federal & state $ 6,391,691 The net operating loss and tax credit carryforwards was last calculated upon the filing of the Company’s 2019 Federal tax returns. Subsequent returns have not been filed as of the date of this report due to ongoing liquidity constraints. The Company has only experienced additional operating losses in the fiscal periods since 2019. Utilization of U.S. net operating losses and tax credit carryforwards may be limited by “ownership change” rules, as defined in Section 382 of the Internal Revenue Code. Similar rules may apply under state tax laws. The Company has not conducted a study to-date to assess whether a limitation would apply under Section 382 of the Internal Revenue Code as and when it starts utilizing its net operating losses and tax credits. The Company will continue to monitor activities in the future. In the event the Company previously experienced an ownership change, or should experience an ownership change in the future, the amount of net operating losses and research and development credit carryovers available in any taxable year could be limited and may expire unutilized. The Company establishes reserves for uncertain tax positions based on the largest amount that is more-likely-than-not to be sustained. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. It is the Company’s policy to recognize interest and penalties related to income tax matters in income tax expense. As of December 31, 2023, and 2022, respectively, the Company has no accrued interest or penalties related to uncertain tax positions. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023. The Company is not currently aware of any issues under review that could result in significant payments, accruals or material deviation from its position. |
BANKRUPTCY
BANKRUPTCY | 12 Months Ended |
Dec. 31, 2023 | |
Bankruptcy | |
BANKRUPTCY | NOTE 13 – BANKRUPTCY On June 15, 2020 (the “Petition Date”), the Company, First Choice Healthcare Solutions, Inc., and its wholly owned subsidiaries, First Choice Medical Group of Brevard, LLC, FCID Medical, Inc., and Marina Towers, LLC (collectively, the “Debtors”), filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code in the Bankruptcy Court for the Middle District of Florida (the “Bankruptcy Court”). As of the Petition Date, the Debtors were defendants in multiple lawsuits. The main goals of the Debtors in filing Bankruptcy was to confirm a plan of reorganization assuring a fair distribution of the Debtors’ assets to its creditors, attempt to bring as many assets in the form of settlements with the Debtors’ various claimants into the estate, and also establish a claims resolution process to resolve the securities arbitration and litigation claims in a fair and cost-effective manner. The Debtors Amended Joint Plan of Bankruptcy Under Chapter 11 of the United States Bankruptcy Code (the “Plan”) was confirmed by the Bankruptcy Court on February 23, 2021 and became effective on April 28, 2022, the date on which the Company emerged from bankruptcy (the “Effective Date”). The Company installed a new board of directors, with the operations of the Debtors continuing to be overseen by the Debtors existing executive officers. The Company did not experience an ownership change under Section 382 of the Internal Revenue Code (the “Code”). and believe the total available and utilizable net operating loss (“NOL”) at December 31, 2023 is approximately $ 6.4 million with was no limit under Section 382 of the Code on the use as of December 31, 2023 (see Note 11: Federal Income Taxes to the consolidated financial statements in Item 8 of this Annual Report on 10-K). Due to there being no change to the equity interests in the Company as a result of the Bankruptcy, the criteria for applying fresh-start reporting on emergence were not met. In connection with the Plan becoming effective, among other things: ● The Debtors were approved to fund distributions under the Plan with a capital raise in an amount of up to $ 2,500,000 with an overallotment amount of an additional $ 500,000 , for an aggregate of $ 3,000,000 million dollars through the insurance of secured convertible promissory notes (“Secured Convertible Notes”) issued at an original issue discount of 10 %. The Secured Convertible Notes are due two years from the date of issuance, accrue interest at a rate of 10 % per annum to be paid quarterly either in cash or in shares of the Company’s common stock, as determined by the Debtor, secured by a first priority lien on all Debtor assets other than those already subject to first priority liens. Principal and accrued interest is to be converted on or before the maturity date into shares of Debtor common stock issued its next common stock offering in an aggregate amount of at least $10,000,000 (“Qualified Financing”). The number of shares of Common Stock issuable upon conversion of each Note in a Qualified Financing shall be equal to (i) the amount of principal and accrued interest, divided by (ii) the lessor of 75% of the price per share of common stock paid by other investors for a majority of the common stock issued in the Qualified Financing or seventy-five cents ($0.75) . Each Secured Convertible Note holder will also receive 5-Year warrants (“Warrants”) to purchase shares of the Company’s common stock in an amount equal to 50% of the face value of its Secured Convertible Note. The Warrants will be exercisable upon the consummation of a Qualified Financing, five-year term and a cash exercise provision. The exercise price of the Warrants are equal to 93.75% of the per share price of common stock sold to third-party investors in the Qualified Financing. ● FCHS was approved to sell $ 124,195 in accounts receivable and certain property. ● FCHS was approved for request FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 ● The Bankruptcy Court rejected a 2018 stock purchase agreement with Stewart Health Care System, LLC (“Stewart”), whereby, Stewart held a $ 7,500,000 put option to require the repurchase of the Company’s common stock. The Plan provided for the following debtor classes of claims and settlement terms: Class 1 – Priority Claims / Taxing Authorities, includes taxing authorities claims, including but not limited to an Allowed Claim of the Internal Revenue Service. Class 1 claims are deemed to be allowed priority claims to be paid in full in three equal quarterly cash installments, commencing on the first day of the first month following the effective date of the Plan, over a period of nine months, with interest. Class 2 – Secured Claims (Equipment), includes claims from the financing of medical equipment and are deemed allowed secured claims, to be paid in full in two equally installment payments. The first installment payment due within forty-five days after the effective date of the Plan and the second and final installment payment shall be made within ninety days after the effective date of the Plan. Class 3 – General Unsecured Claims holders are to receive distributions equal to their pro rata share of $500,000, with plan interest, payable within ninety (90) days from the effective date of the Plan. Class 4 – Ongoing Trade Claims are those that are allowed at the election of the Debtor and are to be paid in full in two equal installment payments. The first installment payment will occur within ninety days after the effective date of the Plan and the second and final installment payment shall be made within one hundred-fifty days after the effective date of the Plan. Class 5 – Class Action Claims are to be settled through the establishment of a settlement fund (the “Settlement Fund”) in the amount of $ 1 million, to be contributed from the Debtors director and officer liability insurance policy provider. Accordingly, the Debtors accepted a settlement of a putative class action lawsuit by a group of its shareholders that was pending in the United States District Court for the Middle District of Florida. Class 5 consists of individuals or entities which purchased or otherwise acquired Debtor common stock between April 1, 2014, and November 14, 2018. The class action lawsuit was settled through an insurance claim in the amount of $ 1,000,000 not requiring any monetary settlement by the Company. Additionally, prior to the effective date of the Plan, the Debtor agreed to the payment of $ 79,518 as settlement of a complaint filed in the Middle District of Florida alleging securities law violations, breaches of fiduciary duties, and unjust enrichment by certain current or former officers and directors of the Debtor. Class 6- Truist PPP Loan Claim Class contains all claims related to the Debtors’ Payroll Protection Loans in the of $ 1,387,599 , anticipated to be forgiven in accordance with SBA regulations with no distribution of Plan assets. Class 7 – Equity Interests, permits Debtors equity to be retained in the same proportion existing as of the Petition Date. As a result of the Plan, 4,098,541 in book value liabilities 25,350,151 in of liabilities to claim holders were approved to receive their pro rata share 500,000 , resulting in the recognition of a total gain on discharge of prepetition liabilities of $ 2,203,581 , with $ 0 32,157 being recognized in the years ended December 31, 2023 2022, respectively, and the remaining amount of $ 2,174,424 FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
Use of estimates | Use of estimates The preparation of the financial statements in conformity with U. S. GAAP 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, provision against bad debt, the fair value of the Company’s stock, and stock-based compensation. Actual results may differ from these estimates. | Use of estimates The preparation of the financial statements in conformity with U. S. GAAP 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, provision against bad debt, the fair value of the Company’s stock, and stock-based compensation. Actual results may differ from these estimates. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification No. 606, “Revenue from Contracts with Customers”, when: (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. | Revenue Recognition On January 1, 2018, the Company adopted the new revenue recognition accounting standard issued by the Financial Accounting Standards Board (“FASB”) and codified in the ASC as Topic 606 (“ASC 606”). The revenue recognition standard in ASC 606 outlines a single comprehensive model for recognizing revenue as performance obligations, defined in a contract with a customer as goods or services transferred to the customer in exchange for consideration, are satisfied. The standard also requires expanded disclosures regarding the Company’s revenue recognition policies and significant judgments employed in the determination of revenue. The Company applied the modified retrospective approach to all contracts when adopting ASC 606. As a result, at the adoption of ASC 606 what was previously classified as the provision for bad debts in the statement of operations is now reflected as implicit price concessions (as defined in ASC 606) and therefore included as a reduction to net operating revenues in 2018. For changes in credit issues not assessed at the date of service, the Company will prospectively recognize those amounts in other operating expenses on the statement of operations. For periods prior to the adoption of ASC 606, the provision for bad debts has been presented consistent with the previous revenue recognition standards that required it to be presented separately as a component of net operating revenues. The Company recognizes revenue when: (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. When appropriate, the Company disaggregates revenue in its financial disclosures giving consideration to information regularly reviewed by the chief operating decision maker for evaluating the financial performance of the Company or disclosures presented outside the financial statements, as required by ASC 606-10-5. FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 |
Patient Service Revenue | Patient Service Revenue Our revenues relate to (i) net patient fees received from various third-party payers and patients themselves under contracts in which our performance obligations are to provide services to the patients and (ii) and patient fees, co-pays, and deductibles paid by patients themselves. Revenues are recorded during the period our obligations to provide services are satisfied. The contractual relationships with patients, in most cases, also involve a third-party payer (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through the health insurance exchanges) and the transaction prices for the services provided are dependent upon the terms provided by (Medicare and Medicaid) or negotiated with (managed care health plans and commercial insurance companies) the third-party payers. The payment arrangements with third-party payers for the services we provide to the related patients typically specify payments at amounts less than our standard charges and provide for payments based upon predetermined rates for services or discounted fee-for-service rates. Gross revenues are recorded at our standard rates upon completion of the performance obligations to the patients, and an estimate of the discounts applicable to third-party payers is recorded as contra revenue in the same period, based on the contractual arrangements with those third-party payers. Management continually reviews the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals. The payment terms with third party payers typically involve processing time allowances resulting in payment within 30 to 60 days from the date of service. The payment terms with patients provides for services fees, co-pays, and deductibles to be due at the time of service. FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 (unaudited) | Patient Service Revenue Our revenues relate to (i) third-party and (ii) and patient fees for self-pay services, co-pays, and deductibles paid by patients themselves. Revenues are recorded during the period our obligations to provide services are satisfied. The contractual relationships with patients, in most cases, also involve a third-party payer (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through the health insurance exchanges) and the transaction prices for the services provided are dependent upon the terms provided by (Medicare and Medicaid) or negotiated with (managed care health plans and commercial insurance companies) the third-party payers. The payment arrangements with third-party payers for the services we provide to the related patients typically specify payments at amounts less than our standard charges and provide for payments based upon predetermined rates for services or discounted fee-for-service rates. Gross revenues are recorded at our standard rates upon completion of the performance obligations to the patients, and an estimate of the discounts applicable to third-party payers is recorded as contra revenue in the same period, based on the contractual arrangements with those third-party payers. The payment terms with third party payers typically involve processing time allowances resulting in payment within 30 to 90 days from the date of service. The payment terms with patients for self-pay services fees, co-pays, and deductibles are due at the time of service. |
Concentrations of credit risk | Concentrations of credit risk The Company’s financial instruments are exposed to a concentration of customer risk and accounts receivable risk. 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. | Concentrations of credit risk The Company’s financial instruments are exposed to a concentration of customer risk and accounts receivable risk. 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. Revenues and accounts receivable are concentrated between two major payers with the approximate risk level outlined below. SCHEDULE OF CONCENTRATIONS OF CREDIT RISK Concentration of Risk Revenue Concentration: 2023 2022 Year ended December 31, 2023 2022 Commercial Payor 1 10.9 % 32.0 % Commercial Payor 2 6.5 % 21.0 % Receivable Concentration: December 31, December 31, 2023 2022 Legal 32.3 % 14.6 % Commercial Payor 1 10.9 % 28.6 % Commercial Payor 2 6.5 % 22.5 % Concentration of Risk 6.5 % 22.5 % |
Accounts receivables | Accounts receivables Accounts receivables are carried at their estimated collectible amounts net of doubtful accounts. The Company analyzes its 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 contractual allowances. Patient receivables are 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. | Accounts receivables Accounts receivables are carried at their estimated collectible amounts net of doubtful accounts. The Company analyzes its 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 contractual allowances. Patient receivables are 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. FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 |
Net loss per share | Net loss per share Basic net loss per common share is based upon the weighted-average number of common shares outstanding. Diluted net income per common share is based on the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding and computed as follows: SCHEDULE OF BASIC NET LOSS PER COMMON SHARE 2024 2023 Six months ended June 30, 2024 2023 Numerator: Net loss attributable to First Choice Healthcare Solutions, Inc. common shareholders $ (3,114,119 ) $ (4,720,324 ) Denominator: Weighted-average common shares, basic 32,958,288 32,958,288 Weighted-average common shares, diluted 32,958,288 32,958,288 Basic: $ (0.09 ) $ (0.14 ) Diluted: $ (0.09 ) $ (0.14 ) FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 (Unaudited) The computation excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Basic net loss per share is computed on the basis of the weighted average number of common shares outstanding during each year. Diluted net loss per share is computed similar to basic net loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company uses the “if-converted” method for calculating the earnings per share impact of outstanding convertible debentures, whereby the securities are assumed converted and an earnings per incremental share is computed. Options, warrants and their equivalents are included in EPS calculations through the treasury stock method. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. In addition, there were no vested restricted stock for periods presented. Potentially dilutive securities excluded from the basic and diluted net income per share are as follows: SCHEDULE OF ANTI-DILUTIVE WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING June 30, 2024 December 31, 2023 Convertible debt 2,811,426,942 2,810,648,817 Warrants to purchase common stock 12,894,477 11,774,164 Incentive shares payable issued with convertible notes 4,464,625 1,568,250 Restricted stock awards 1,357,308 1,357,308 Options to purchase common stock — — Total 2,830,143,352 2,825,348,539 | Net loss per share Basic net loss per common share is based upon the weighted-average number of common shares outstanding. Diluted net income per common share is based on the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding and computed as follows: SCHEDULE OF BASIC NET LOSS PER COMMON SHARE 2023 2022 Year ended December 31, 2023 2022 Numerator: Net loss attributable to First Choice Healthcare Solutions, Inc. $ (8,261,964 ) $ (9,997,614 ) Denominator: Weighted-average common shares, basic 32,958,288 32,958,288 Weighted-average common shares, diluted 32,958,288 32,958,288 Basic: $ (0.25 ) $ (0.30 ) Diluted: $ (0.25 ) $ (0.30 ) The computation excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Basic net loss per share is computed on the basis of the weighted average number of common shares outstanding during each year. Diluted net loss per share is computed similar to basic net loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company uses the “if-converted” method for calculating the earnings per share impact of outstanding convertible debentures, whereby the securities are assumed converted and an earnings per incremental share is computed. Options, warrants and their equivalents are included in EPS calculations through the treasury stock method. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. In addition, there were no vested restricted stock for periods presented. Potentially dilutive securities excluded from the basic and diluted net income per share are as follows: SCHEDULE OF ANTI-DILUTIVE WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 2023 2022 December 31, 2023 2022 Convertible debt 2,810,648,817 430,902,049 Warrants to purchase common stock 11,774,164 11,246,433 Incentive shares payable issued with convertible notes 1,568,250 1,000,000 Restricted stock awards 1,357,308 1,357,308 Options to purchase common stock — — Total 2,825,348,539 444,505,790 |
Stock-based compensation | Stock-based compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the consolidated statements of operations, as if such amounts were paid in cash. Upon exercise of a common stock equivalent, the Company issues new shares of common stock out of its authorized shares. | Stock-based compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the consolidated statements of operations, as if such amounts were paid in cash. Upon exercise of a common stock equivalent, the Company issues new shares of common stock out of its authorized shares. |
Long-lived assets | Long-lived assets The Company follows 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. 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 5 to 15 years. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 (Unaudited) | Long-lived assets The Company follows 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. FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 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 5 to 15 years. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. |
Leases | Leases In February 2016, the FASB issued ASC 842, Leases . In accordance with ASC 842, the Company determines if an arrangement is a lease at inception. Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, we estimate incremental borrowing rates corresponding to the reasonably certain lease term. If the estimate of our incremental borrowing rate was changed, our operating lease assets and liabilities could differ materially. Finance leases lease assets and liabilities are recognized at the lease commencement date at the present value of the future lease payments not yet paid using the Company’s incremental borrowing rate, Assets acquired under finance lease are included in property and equipment, while finance lease obligations are included in other current liabilities and other long- term liabilities on the consolidated balance sheets. | Leases In February 2016, the FASB issued ASC 842, Leases , (“ASC 842”) . In accordance with ASC 842, the Company determines if an arrangement is a lease at inception. Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, we estimate incremental borrowing rates corresponding to the reasonably certain lease term. If the estimate of our incremental borrowing rate was changed, our operating lease assets and liabilities could differ materially. Finance leases lease assets and liabilities are recognized at the lease commencement date at the present value of the future lease payments not yet paid using the Company’s incremental borrowing rate, Assets acquired under finance lease are included in property and equipment, while finance lease obligations are included in other current liabilities and other long- term liabilities on the consolidated balance sheets. |
Income taxes | 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 follows a recognition threshold and measurement process for financial statement 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 June 30, 2024 and 2023. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. | 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 follows a recognition threshold and measurement process for financial statement 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, 2023 and 2022. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. |
Treasury Stock | Treasury Stock The Company uses the cost method when it purchases its own common stock as treasury shares and displays treasury stock as a reduction of shareholders’ equity. | Treasury Stock The Company uses the cost method when it purchases its own common stock as treasury shares and displays treasury stock as a reduction of shareholders’ equity. FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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. FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 (Unaudited) 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 lines of credit and notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity. As of June 30, 2024, and 2023, the Company did not have any items that would be classified as level 1, 2 or 3 disclosures. | Fair Value of Financial Instruments 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 lines of credit and notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity. As of December 31, 2023, and 2022, the Company did not have any items that would be classified as level 1, 2 or 3 disclosures. |
Reclassifications | Reclassifications Certain reclassifications have been made to prior year data to conform to the current year’s presentation. These reclassifications had no impact on reported income or losses. | Reclassifications Certain reclassifications have been made to prior year data to conform to the current year’s presentation. These reclassifications had no impact on reported income or losses. |
Recent accounting pronouncements | Recent accounting pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial position or results of operations. | Recent accounting pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial position or results of operations. Unlisted other accounting standards that have been issued by the FASB or other standards-setting bodies are not currently expected to have a material effect on the Company’s consolidated financial position, results of operations or cash flows. In July 2023, the FASB issued ASU 2023-03, Presentation of Financial Statement (Topic 205), Income Statement - Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation - Stock Compensation (Topic 718) FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, In July 2021, the FASB issued ASU 2021-05, Lessors—Certain Leases with Variable Lease Payments In May 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In December 2019, the FASB issued ASU 2019-12, Income Taxes (ASC 740) – Simplifying the Accounting for Income Taxes |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
SCHEDULE OF BASIC NET LOSS PER COMMON SHARE | Basic net loss per common share is based upon the weighted-average number of common shares outstanding. Diluted net income per common share is based on the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding and computed as follows: SCHEDULE OF BASIC NET LOSS PER COMMON SHARE 2024 2023 Six months ended June 30, 2024 2023 Numerator: Net loss attributable to First Choice Healthcare Solutions, Inc. common shareholders $ (3,114,119 ) $ (4,720,324 ) Denominator: Weighted-average common shares, basic 32,958,288 32,958,288 Weighted-average common shares, diluted 32,958,288 32,958,288 Basic: $ (0.09 ) $ (0.14 ) Diluted: $ (0.09 ) $ (0.14 ) | Basic net loss per common share is based upon the weighted-average number of common shares outstanding. Diluted net income per common share is based on the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding and computed as follows: SCHEDULE OF BASIC NET LOSS PER COMMON SHARE 2023 2022 Year ended December 31, 2023 2022 Numerator: Net loss attributable to First Choice Healthcare Solutions, Inc. $ (8,261,964 ) $ (9,997,614 ) Denominator: Weighted-average common shares, basic 32,958,288 32,958,288 Weighted-average common shares, diluted 32,958,288 32,958,288 Basic: $ (0.25 ) $ (0.30 ) Diluted: $ (0.25 ) $ (0.30 ) |
SCHEDULE OF ANTI-DILUTIVE WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | SCHEDULE OF ANTI-DILUTIVE WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING June 30, 2024 December 31, 2023 Convertible debt 2,811,426,942 2,810,648,817 Warrants to purchase common stock 12,894,477 11,774,164 Incentive shares payable issued with convertible notes 4,464,625 1,568,250 Restricted stock awards 1,357,308 1,357,308 Options to purchase common stock — — Total 2,830,143,352 2,825,348,539 | SCHEDULE OF ANTI-DILUTIVE WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 2023 2022 December 31, 2023 2022 Convertible debt 2,810,648,817 430,902,049 Warrants to purchase common stock 11,774,164 11,246,433 Incentive shares payable issued with convertible notes 1,568,250 1,000,000 Restricted stock awards 1,357,308 1,357,308 Options to purchase common stock — — Total 2,825,348,539 444,505,790 |
SCHEDULE OF CONCENTRATIONS OF CREDIT RISK | The Company’s financial instruments are exposed to a concentration of customer risk and accounts receivable risk. 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. Revenues and accounts receivable are concentrated between two major payers with the approximate risk level outlined below. SCHEDULE OF CONCENTRATIONS OF CREDIT RISK Concentration of Risk Revenue Concentration: 2023 2022 Year ended December 31, 2023 2022 Commercial Payor 1 10.9 % 32.0 % Commercial Payor 2 6.5 % 21.0 % Receivable Concentration: December 31, December 31, 2023 2022 Legal 32.3 % 14.6 % Commercial Payor 1 10.9 % 28.6 % Commercial Payor 2 6.5 % 22.5 % Concentration of Risk 6.5 % 22.5 % |
NOTES PAYABLE AND CAPITAL LEA_2
NOTES PAYABLE AND CAPITAL LEASES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Debt Disclosure [Abstract] | ||
SCHEDULE OF NON CONVERTIBLE NOTES PAYABLE | Non-convertible notes payable including accrued interest as of June 30, 2024 and December 31, 2023 are comprised of the following: SCHEDULE OF NON CONVERTIBLE NOTES PAYABLE June 30, 2024 December 31, 2023 Notes Payable $ 3,073,751 $ 2,861,425 Note Payable - Equipment - - PPP Loans Payable 1,338,062 1,331,318 Less current portion (3,073,751 ) (2,861,425 ) Long term portion $ 1,338,062 $ 1,331,318 | Non-convertible notes payable as of December 31, 2023 and 2022 are comprised of the following: SCHEDULE OF NON CONVERTIBLE NOTES PAYABLE December 31, December 31, December 31, December 31, 2023 2022 Notes Payable $ 2,909,119 $ 1,113,925 Note Payable - Equipment - 36,538 PPP Loans Payable 1,283,624 1,283,624 Less current portion (2,909,119 ) (1,150,463 ) Long term portion $ 1,283,624 $ 1,283,624 |
SCHEDULE OF CONVERTIBLE NOTES PAYABLE | Convertible notes payable are comprised of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE June 30, 2024 December 31, 2023 10% OID Senior Convertible Notes Payable, past due, interest at 10%, secured by assets, convertible at $0.75 per share $ 5,808,000 $ 5,808,000 10% OID Senior Convertible Notes Payable, past due, interest at 10 0.75 $ 5,808,000 $ 5,808,000 35% OID Super Priority Senior Convertible Notes Payable, due in 2 35 5,600,462 5,600,462 20% OID Senior Convertible Notes Payable, past due, interest at 10 1.00 1,246,375 468,250 Total 12,654,837 11,876,712 Less: unamortized discounts (77,999 ) (85,000 ) Total $ 12,576,838 $ 11,791,712 Less current portion (12,576,838 ) (11,791,712 ) Long-term portion $ - $ - | Convertible notes payable as of December 31, 2023 and 2022 are comprised of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE December 31, 2023 December 31, 2022 10% OID Senior Convertible Notes Payable, past due, interest at 10 %, secured by assets, convertible at $ 0.75 per share $ 5,973,000 $ 5,973,000 35% OID Super Priority Senior Convertible Notes Payable, due in 2 from date of issuance, interest at 35 %, secured by assets, convertible upon qualifying financing 5,600,462 5,062,000 20% OID Senior Convertible Notes Payable, past due, interest at 10 %, secured by assets, convertible at max $ 1.00 per share 468,250 - Total 12,041,712 11,035,000 Less: unamortized discounts - (595,108 ) Total $ 12,041,712 $ 10,439,892 Less current portion (12,041,712 ) (10,439,892 ) Long-term portion $ - $ - |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Leases | ||
SCHEDULE OF MATURITIES OF LEASE LIABILITIES | Maturities of the above lease liabilities are as follows as of June 30, 2024: SCHEDULE OF MATURITIES OF LEASE LIABILITIES 2024 $ 172,867 2025 596,223 2026 368,340 2027 377,442 Thereafter 1,379,415 Total Lease Payments 2,894,287 Less Interest (299,495 ) Total Lease Liabilities $ 2,594,792 Less: Current Portion (297,501 ) Long-Term Liabilities $ 2,297,291 | Maturities of the above lease liabilities are as follows as of December 31, 2023: SCHEDULE OF MATURITIES OF LEASE LIABILITIES 2024 $ 299,244 2025 596,223 2026 368,340 2027 377,442 Thereafter 1,452,951 Total Lease Payments 3,094,200 Less Interest (352,437 ) Total Lease Liabilities $ 2,741,763 Less: Current Portion (299,244 ) Long-Term Liabilities $ 2,442,519 |
SCHEDULE OF RENT INSTALLMENT PAYMENTS | SCHEDULE OF RENT INSTALLMENT PAYMENTS I. $ 200,000 by October 19, 2021 II. $ 250,000 by November 15, 2021 III. $ 306,166 by December 15, 2021 IV. $ 275,000 by January 7, 2022 V. $ 31,166 by January 15, 2022 VI. $ 300,000 by February 8, 2022 VII. $ 31,166 by February 15, 2022 | SCHEDULE OF RENT INSTALLMENT PAYMENTS I. $ 200,000 by October 19, 2021 II. $ 250,000 by November 15, 2021 III. $ 306,166 by December 15, 2021 IV. $ 275,000 by January 7, 2022 V. $ 31,166 by January 15, 2022 VI. $ 300,000 by February 8, 2022 VII. $ 31,166 by February 15, 2022 |
STOCK OPTIONS, WARRANTS AND R_2
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Stock Options Warrants And Restricted Stock Units | ||
SCHEDULE OF RESTRICTED STOCK UNITS ISSUED | Transactions involving restricted stock units issued are summarized as follows: SCHEDULE OF RESTRICTED STOCK UNITS ISSUES Restricted share units as of December 31, 2023 1,357,308 Granted — Forfeited — Unvested restricted shares as of June 30, 2024 1,357,308 | Transactions involving restricted stock units issued are summarized as follows: SCHEDULE OF RESTRICTED STOCK UNITS ISSUED Restricted shares units issued as of December 31, 2021 1,357,308 Granted — Forfeited — Restricted shares units issued as of December 31, 2022 1,357,308 Granted — Forfeited — Total Restricted Shares Issued at December 31, 2023 1,357,308 |
SCHEDULE OF STOCK WARRANT ISSUED | Transactions involving stock warrants issued are summarized as follows: SCHEDULE OF STOCK WARRANT ISSUED Number of Shares Outstanding at December 31, 2023: 11,774,164 Issued 1,120,313 Exercised — Forfeited — Expired — Outstanding at June 30, 2024: 12,984,477 | Transactions involving stock warrants issued are summarized as follows: SCHEDULE OF STOCK WARRANT ISSUED Number of Shares Outstanding at December 31, 2021: 7,035,473 Issued 4,210,960 Exercised — Forfeited — Expired — Outstanding at December 31, 2022: 11,246,433 Issued 527,731 Exercised — Forfeited — Expired — Outstanding at December 31, 2023: 11,774,164 |
PROPERTY, PLANT, AND EQUIPMENT
PROPERTY, PLANT, AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT | SCHEDULE OF PROPERTY PLANT AND EQUIPMENT 2023 2022 2023 2022 Building improvements $ 110,838 $ 114,980 Computer equipment 70,636 100,510 Medical equipment 221,297 579,508 Office equipment 20,866 39,854 Property plant and equipment, gross 423,637 834,852 Less: accumulated depreciation (161,394 ) (364,149 ) Property plant and equipment, net $ 262,243 $ 470,703 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF LOSS BEFORE PROVISION FOR INCOME TAXES | The following is a breakdown of the loss before the provision for income taxes: SCHEDULE OF LOSS BEFORE PROVISION FOR INCOME TAXES Year Ended December 31, 2023 2022 Loss before provision for income taxes $ (8,171,232 ) $ (9,943,702 ) |
SCHEDULE OF INCOME TAX EXPENSE/(BENEFIT) | The Company has not filed federal or state tax returns and has not recorded any impacts to its deferred tax amounts carried on the balance sheet for any years after the calendar year ended December 31, 2019. As a result, the deferred tax amounts carried on the balance sheets as of December 31, 2023 and December 31, 2022 have remained unchanged. SCHEDULE OF INCOME TAX EXPENSE/(BENEFIT) Year ending December 31, 2023 2022 Current Federal $ — $ — State — — Total current — — Deferred Federal (1,853,757 ) (1,853,757 ) State (189,451 ) (189,451 ) Total deferred (2,043,708 ) (2,043,708 ) Change in valuation allowance 2,043,708 2,043,708 Total income tax expense/(benefit) $ — $ — |
SCHEDULE OF DEFERRED TAX ASSETS | The Company’s deferred tax assets are as follows: SCHEDULE OF DEFERRED TAX ASSETS Year Ended December 31, 2023 2022 Deferred tax assets: NOL Carryforward $ 6,391,691 $ 6,391,691 AMT Credit 111,950 111,950 Fixed assets and intangibles — — Stock Compensation — — Accruals and other — — Total deferred tax assets $ 6,503,641 6,503,641 Valuation allowance (6,391,641 ) (6,391,641 ) Net deferred tax asset $ 111,950 $ 111,950 |
SCHEDULE OF NET OPERATING LOSSES AND TAX CREDIT CARRYFORWARDS | Net operating losses and tax credit carryforwards as of December 31, 2023, are as follows: SCHEDULE OF NET OPERATING LOSSES AND TAX CREDIT CARRYFORWARDS Amount Net operating losses, federal & state $ 6,391,691 |
SCHEDULE OF BASIC NET LOSS PER
SCHEDULE OF BASIC NET LOSS PER COMMON SHARE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||||||
Net loss attributable to First Choice Healthcare Solutions, Inc. | $ (1,885,567) | $ (2,677,679) | $ (3,114,119) | $ (4,720,324) | $ (8,261,964) | $ (9,997,614) |
Weighted-average common shares, basic | 32,958,288 | 32,958,288 | 32,958,288 | 32,958,288 | 32,958,288 | 32,958,288 |
Weighted-average common shares, diluted | 32,958,288 | 32,958,288 | 32,958,288 | 32,958,288 | 32,958,288 | 32,958,288 |
Basic: | $ (0.06) | $ (0.08) | $ (0.09) | $ (0.14) | $ (0.25) | $ (0.30) |
Diluted: | $ (0.06) | $ (0.08) | $ (0.09) | $ (0.14) | $ (0.25) | $ (0.30) |
SCHEDULE OF ANTI-DILUTIVE WEIGH
SCHEDULE OF ANTI-DILUTIVE WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (Details) - shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 2,830,143,352 | 2,825,348,539 | 444,505,790 |
Convertible Debt Securities [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 2,811,426,942 | 2,810,648,817 | 430,902,049 |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 12,894,477 | 11,774,164 | |
Incentive Shares Payable Issued With Convertible Notes [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 4,464,625 | 1,568,250 | 1,000,000 |
Restricted Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 1,357,308 | 1,357,308 | 1,357,308 |
Common Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | |||
Warrants To Purchase Common Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 11,774,164 | 11,246,433 | |
Options To Purchase Common Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | Jun. 30, 2024 | Dec. 31, 2023 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years | 5 years |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 15 years | 15 years |
SCHEDULE OF NON CONVERTIBLE NOT
SCHEDULE OF NON CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Notes Payable | $ 3,073,751 | $ 2,909,119 | $ 1,113,925 |
Note Payable - Equipment | 36,538 | ||
PPP Loans Payable | 1,338,062 | 1,283,624 | 1,283,624 |
Less current portion | (3,073,751) | (2,909,119) | (1,150,463) |
Long term portion | $ 1,338,062 | 1,283,624 | $ 1,283,624 |
Restated [Member] | |||
Notes Payable | 2,861,425 | ||
Note Payable - Equipment | |||
PPP Loans Payable | 1,331,318 | ||
Less current portion | (2,861,425) | ||
Long term portion | $ 1,331,318 |
SCHEDULE OF CONVERTIBLE NOTES P
SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | |||
Total | |||
Convertible Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Total | 12,654,837 | 12,041,712 | 11,035,000 |
Less: unamortized discounts | (77,999) | (595,108) | |
Total | 12,576,838 | 12,041,712 | 10,439,892 |
Less current portion | (12,576,838) | (12,041,712) | (10,439,892) |
Long-term portion | |||
Convertible Notes Payable [Member] | Restated [Member] | |||
Debt Instrument [Line Items] | |||
Total | 11,876,712 | ||
Less: unamortized discounts | (85,000) | ||
Total | 11,791,712 | ||
Less current portion | (11,791,712) | ||
Long-term portion | |||
Convertible Notes Payable [Member] | 10% OID Senior Secured Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Total | 5,808,000 | 5,973,000 | 5,973,000 |
Convertible Notes Payable [Member] | 10% OID Senior Secured Convertible Notes [Member] | Restated [Member] | |||
Debt Instrument [Line Items] | |||
Total | 5,808,000 | ||
Convertible Notes Payable [Member] | Thirty Five Percent O I D Senior Secured Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Total | 5,600,462 | 5,600,462 | 5,062,000 |
Convertible Notes Payable [Member] | Thirty Five Percent O I D Senior Secured Convertible Notes [Member] | Restated [Member] | |||
Debt Instrument [Line Items] | |||
Total | 5,600,462 | ||
Convertible Notes Payable [Member] | Twenty Percent O I D Senior Secured Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Total | $ 1,246,375 | 468,250 | |
Convertible Notes Payable [Member] | Twenty Percent O I D Senior Secured Convertible Notes [Member] | Restated [Member] | |||
Debt Instrument [Line Items] | |||
Total | $ 468,250 |
SCHEDULE OF CONVERTIBLE NOTES_2
SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) (Parenthetical) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
10% OID Senior Secured Convertible Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Interest rate | 10% | 10% | 10% |
Interest rate | $ 0.75 | $ 0.75 | $ 0.75 |
35 % OID Super Priority Senior Secured Convertible Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Interest rate | 35% | 35% | 35% |
Debt instrument term | 2 years | 2 years | 2 years |
20% OID Senior Secured Convertible Notes Payable [Member] | |||
Short-Term Debt [Line Items] | |||
Interest rate | 10% | 10% | 10% |
Interest rate | $ 1 | $ 1 | $ 1 |
NOTES PAYABLE AND CAPITAL LEA_3
NOTES PAYABLE AND CAPITAL LEASES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 36 Months Ended | ||||||
Feb. 19, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||||||||||
Balance of 20% notes | $ 3,073,751 | $ 3,073,751 | $ 2,909,119 | $ 1,113,925 | $ 1,113,925 | |||||
PPP loans payable | 1,283,624 | 1,283,624 | 1,283,624 | 1,283,624 | 1,283,624 | |||||
Amortization of incentive shares | 76,927 | |||||||||
Interest expense from amortization | 162,626 | $ 1,346,861 | 1,429,386 | 1,493,975 | ||||||
Paycheck protection plan loan payable | $ 1,283,624 | $ 1,283,624 | 1,283,624 | |||||||
Warrant [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Common stock, issued | 527,731 | 4,210,960 | ||||||||
Paycheck Protection Plan Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt discount | 0 | 0 | $ 0 | $ 0 | 0 | |||||
Proceeds from loans | $ 103,618 | $ 1,386,580 | ||||||||
Amortization of original issuance debt discounts | 0 | $ 0 | 0 | 0 | ||||||
Notes Payable [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amortization of original issuance debt discounts | 2,135,500 | 441,703 | ||||||||
Eighteen Non Convertible Notes Payable [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt face amount | 2,076,158 | $ 2,076,158 | 2,076,158 | |||||||
Debt discount | 408,000 | 408,000 | 408,000 | |||||||
Non Convertible Notes Payable [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayments of debt | 156,000 | 310,000 | $ 817,521 | |||||||
Balance of 20% notes | 792,637 | 792,637 | $ 792,637 | 792,637 | 792,637 | 792,637 | 792,637 | |||
10% OID Senior Secured Convertible Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt face amount | 660,000 | 660,000 | ||||||||
Debt discount | 60,000 | $ 60,000 | ||||||||
Debt instrument description | The Company entered into Security Purchase Agreements with lenders for the sale of 10% original issue discount senior secured promissory notes (“10% Notes”) and warrants to purchase shares of the Company’s common stock equal to 50% of the face value. The 10% Notes accrue interest at 10% per annum payable quarterly, are convertible into shares of the Company’s common stock at the option of the holder at any time at a fixed ceiling price of $0.75 per share. The 10% Notes have full ratchet and anti-dilution provisions, a principal adjustment provision upon default, providing for a principal increase to 110% at maturity if unpaid, 120% at six months if unpaid and 130% at 12 months if unpaid. The 10% Notes were due March 31, 2022 and to date, all default provisions have been waived. The amounts due under the 10% Secured Convertible Notes are secured by assets of the Company pursuant to a security agreement. | During 2020 to 2022, the Company entered into Security Purchase Agreements with lenders for the sale of 10% original issue discount senior secured promissory notes (“10% Notes”)and warrants to purchase shares of the Company’s common stock equal to 50% of the face value. The 10% Notes accrue interest at 10% per annum payable quarterly, are convertible into shares of the Company’s common stock at the option of the holder at any time at a fixed ceiling price of $0.75 per share. The 10% Notes have full ratchet and anti-dilution provisions, a principal adjustment provision upon default, providing for a principal increase to 110% at maturity if unpaid, 120% at six months if unpaid and 130% at 12 months if unpaid. The 10% Notes were due March 31, 2022 and to date, all default provisions have been waived. The amounts due under the 10% Secured Convertible Notes are secured by assets of the Company pursuant to a security agreement. | ||||||||
Balance of 35% notes | 5,808,000 | $ 5,808,000 | 5,808,000 | |||||||
Accrued interest | 2,174,253 | 2,174,253 | 1,652,965 | |||||||
Interest expense from amortization. | 260,644 | 185,334 | $ 521,288 | 360,382 | 0 | 235,491 | ||||
Amortization of debt discounts from warrants | 0 | 162,877 | ||||||||
Amortization of incentive shares | $ 0 | 40,311 | ||||||||
Warrants exercisable description. | Warrants to purchase shares of the Company’s common stock warrants have a five-year term, are exercisable upon the completion of a “Qualified Financing” at a cash exercise price equal to the lower of 93.75% of the per share price of Company’s common stock sold to third-party investors in that Qualified Financing, or $0.75 per share, subject to adjustment. The value of the warrants was recorded as debt discounts that are being amortized to interest expense over the life of the notes. | |||||||||
Interest payable | $ 660,764 | 594,769 | $ 594,769 | |||||||
Long-Term Debt, Gross | 600,000 | 600,000 | ||||||||
Notes payable | 5,973,000 | 5,973,000 | 5,973,000 | |||||||
Original issuance discounts | 0 | 175,491 | 175,491 | |||||||
Discounts from warrants | 0 | 155,261 | 155,261 | |||||||
Discounts from deferred finance costs | 0 | 40,311 | ||||||||
Accrued interest current | 828,527 | $ 1,489,291 | $ 1,489,291 | |||||||
10% OID Senior Secured Convertible Notes [Member] | Common Stock [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Class of Warrant or Right, Outstanding | 330,000 | 330,000 | ||||||||
10% OID Senior Secured Convertible Notes [Member] | Warrant [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | $ 7,616 | $ 7,616 | ||||||||
35 % OID Super Priority Senior Secured Convertible Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt face amount | 538,462 | 5,062,000 | 5,062,000 | |||||||
Repayments of debt | 0 | 390,000 | ||||||||
Debt instrument description | During the years ended December 31, 2023 and 2022, the Company entered into Security Purchase Agreements with lenders for the sale of 35% original issue discount senior secured promissory notes (“35% Notes”), warrants to purchase shares of the Company’s common and shares of the Company’s common stock as incentives. The 35% Notes have a 35% original issuance discount being amortized to interest expense through maturity, are non-interest bearing, are due at the earlier of six months from the date of issue or upon the occurrence of a liquidity event and are prepayable by the Company at any time at a premium of 120% of the outstanding balance. Upon an occurrence of default, the holder shall have the right to convert the 35% Note and outstanding interest at the lower of a discount to market or subsequent financings. The amounts due under the 35% Notes are secured by assets of the Company pursuant to a security agreement. | |||||||||
Balance of 35% notes | 5,600,462 | $ 5,600,462 | 5,600,462 | 5,062,000 | 5,062,000 | |||||
Interest expense from amortization. | 0 | 0 | 108,379 | 94,241 | 224,025 | 1,568,805 | ||||
Amortization of debt discounts from warrants | 0 | 0 | 3,548 | 1,976 | 1,672 | 151,774 | ||||
Amortization of incentive shares | 0 | 0 | 1,819 | 913 | $ 0 | 228,060 | ||||
Warrants exercisable description. | Warrants to purchase shares of the Company’s common stock warrants have a five-year term, are exercisable upon the completion of a Qualified Financing at a cash exercise price equal to 93.75% of the per share price of Company’s common stock sold to third-party investors in a Qualified Financing. | |||||||||
Debt discount, net | $ 188,462 | 1,772,000 | 1,772,000 | |||||||
Cash | 280,000 | 2,659,000 | 2,659,000 | |||||||
Amortization of incentive shares | 48,774 | 900 | ||||||||
Original issuance discounts | 0 | 203,195 | 203,195 | |||||||
Discounts from warrants | 0 | 4,806 | 4,806 | |||||||
Discounts from deferred finance costs | 0 | 12,940 | ||||||||
Deferred Costs, Noncurrent | 70,000 | 241,000 | $ 241,000 | |||||||
Discounts from incentive shares | $ 0 | $ 3,084 | ||||||||
35 % OID Super Priority Senior Secured Convertible Notes [Member] | Common Stock [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Common stock, issued | 100,000 | 1,000,000 | ||||||||
Class of Warrant or Right, Outstanding | 269,231 | 3,005,960 | 3,005,960 | |||||||
20% OID Senior Secured Convertible Notes Payable [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt face amount | 778,125 | 778,125 | $ 468,250 | |||||||
Debt discount | 85,000 | 85,000 | 77,999 | |||||||
Balance of 20% notes | 1,246,375 | $ 1,246,375 | $ 468,250 | $ 468,250 | $ 468,250 | |||||
Debt instrument description | During 2023, the Company entered into Security Purchase Agreements with lenders for the sale of 20% original issue discount senior secured promissory notes (“20% Notes”), warrants to purchase shares of the Company’s common stock with a five-year term, exercisable at any time at the option of the holder at a cash exercise price equal to 93.75% of the per share price of Company’s common stock sold to third-party investors in a qualified financing and incentive shares of the Company’s common stock. The 20% Notes accrue interest at 10% per annum, principal and interest are due at the earlier of six months from the date of issue or upon the occurrence of a liquidity event. | During 2023, the Company entered into Security Purchase Agreements with lenders for the sale of 20% original issue discount senior secured promissory notes (“20% Notes”), warrants to purchase shares of the Company’s common stock with a five-year term, exercisable at any time at the option of the holder at a cash exercise price equal to 93.75% of the per share price of Company’s common stock sold to third-party investors in a qualified financing and incentive shares of the Company’s common stock. The 20% Notes accrue interest at 10% per annum, principal and interest are due at the earlier of six months from the date of issue or upon the occurrence of a liquidity event. | ||||||||
Accrued interest | $ 1,727 | |||||||||
Interest expense from amortization. | $ 8,250 | |||||||||
Warrants exercisable description. | The holder shall have the right to convert the 20% Notes and outstanding interest on a qualified financing at a price equal to 85% of the offering price, or a 15% discount to the volume weighted average price of the Company’s common stock for the five days preceding the dates of conversions, subject to a maximum price of $1.00. The amounts due under the 20% Notes are secured by assets of the Company pursuant to a security agreement. | The holder shall have the right to convert the 20% Notes and outstanding interest on a Qualified Financing at a price equal to 85% of the offering price, or a 15% discount to the volume weighted average price of the Company’s common stock for the five days preceding the dates of conversions, subject to a maximum price of $1.00. The amounts due under the 20% Notes are secured by assets of the Company pursuant to a security agreement. | ||||||||
Debt discount, net | 155,625 | $ 155,625 | $ 93,250 | |||||||
Cash | 622,500 | 622,500 | 375 | |||||||
Interest payable | 41,606 | 41,606 | 1,727 | |||||||
Interest expense from amortization | 57,812 | 162,626 | 0 | 0 | ||||||
Amortization of incentive shares | $ 559 | $ 7,846 | $ 0 | $ 0 | $ 1,803 | |||||
Original issuance discounts | 85,000 | 85,000 | ||||||||
20% OID Senior Secured Convertible Notes Payable [Member] | Common Stock [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Purchase of warrants | 1,120,313 | |||||||||
Common stock, issued | 2,240,625 | 468,250 | ||||||||
Class of Warrant or Right, Outstanding | 233,500 | |||||||||
Convertible Notes Payable [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Original issuance discounts | $ 3,002,702 | |||||||||
Convertible debt fees | 527,051 | |||||||||
Convertible Debt | 281,712 | 1,894,500 | $ 1,894,500 | |||||||
Outstanding balance of debt discount | $ 85,000 | $ 0 |
SCHEDULE OF MATURITIES OF LEASE
SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | |||
2024 | $ 172,867 | ||
2024 | 596,223 | $ 299,244 | |
2025 | 368,340 | 596,223 | |
2026 | 377,442 | 368,340 | |
Thereafter | 1,379,415 | ||
Total Lease Payments | 2,894,287 | 3,094,200 | |
Less Interest | (299,495) | (352,437) | |
Total Lease Liabilities | 2,594,792 | 2,741,763 | |
Less: Current Portion | (297,501) | (299,244) | $ (486,806) |
Long-Term Liabilities | 2,297,291 | 2,442,519 | $ 4,058,455 |
2027 | 377,442 | ||
Thereafter | 1,452,951 | ||
Total Lease Liabilities | $ 2,594,792 | $ 2,741,763 |
SCHEDULE OF RENT INSTALLMENT PA
SCHEDULE OF RENT INSTALLMENT PAYMENTS (Details) - USD ($) | Feb. 15, 2022 | Feb. 08, 2022 | Jan. 15, 2022 | Jan. 07, 2022 | Dec. 15, 2021 | Nov. 15, 2021 | Oct. 19, 2021 |
Leases | |||||||
Rent installment payment. | $ 31,166 | $ 300,000 | $ 31,166 | $ 275,000 | $ 306,166 | $ 250,000 | $ 200,000 |
Rent installment payment | $ 31,166 | $ 300,000 | $ 31,166 | $ 275,000 | $ 306,166 | $ 250,000 | $ 200,000 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Oct. 12, 2021 | Mar. 31, 2016 | Apr. 30, 2023 | May 31, 2018 | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Apr. 01, 2023 | Jan. 01, 2021 | |
Property, Plant and Equipment [Line Items] | |||||||||
Lessee, Operating Lease, Discount Rate | 5% | ||||||||
Lease transaction | the Company entered into a lease of Marina Towers under a sale/leaseback transaction, via a 10-year absolute triple-net master lease agreement, to expire in 2026. The Company has two successive options to renew the lease for five-year periods on the same terms and conditions and did not have any residual interest or the option to repurchase the facility at the end of the lease term. | ||||||||
Operating lease payments | $ 50,000 | ||||||||
Lease settlement expense | $ 1,443,498 | $ 1,443,498 | |||||||
Contractual obligation | 200,000 | 200,000 | |||||||
Accounts payable | $ 1,200,000 | $ 1,200,000 | |||||||
Lease Agreement [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Finance Lease, Principal Payments | $ 2,112 | $ 2,112 | |||||||
Lessee, Finance Lease, Discount Rate | 5% | 5% | |||||||
Debt Instrument, Annual Principal Payment | $ 19,473 | ||||||||
Debt, Current | $ 9,000 | ||||||||
Office [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Lessee, Operating Lease, Remaining Lease Term | 7 years | ||||||||
Clinic Location [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Lessee, Operating Lease, Remaining Lease Term | 1 year |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2024 | Mar. 31, 2024 | Mar. 31, 2018 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 40,000 | 40,000 | 40,000 | |||||
Preferred stock, par or stated value per share | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Preferred shares, outstanding | 147 | 147 | 147 | |||||
Stock Issued During Period, Value, New Issues | $ (23,206) | $ 45,000 | $ 951,750 | |||||
Common Stock, Terms of Conversion | the Company has agreed that, on or after April 1, 2022, upon ninety (90) days prior written notice, Steward may sell fifty percent (50%) of the common stock to the Company one-time during each of the following two (2) calendar years thereafter at a price equal to the purchase price under the Purchase Agreement pro-rated for the number of shares being purchased. Notwithstanding the foregoing, the put option shall automatically terminate and be of no further force and effect in the event the market capitalization (as defined in the Purchase Agreement) of the Company is equal to or more than $100,000,000 at any time after the date of the Purchase Agreement. | |||||||
Purchase Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of common stock | 5,000,000 | |||||||
Proceeds from Issuance of Common Stock | $ 7,500,000 | |||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock Issued During Period, Value, New Issues | ||||||||
Common Stock [Member] | 35% OID Super Priority Convertible Notes 2022 [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of common stock | 468,250 | 1,000,000 | ||||||
Common Stock [Member] | 35% OID Super Priority Convertible Notes 2023 [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of common stock | 2,240,625 | 100,000 | ||||||
Common Stock [Member] | 20% OID Convertible Notes 2023 [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of common stock | 468,250 | |||||||
Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of common stock | 6 | 141 | ||||||
Stock Issued During Period, Value, New Issues | $ 1 | |||||||
Series A Preferred Convertible Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 40,000 | 40,000 | 40,000 | |||||
Preferred stock, par or stated value per share | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Series A Preferred Convertible Stock [Member] | Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion of preferred stock | 10,000 | 10,000 | ||||||
Series A 10% Convertible Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, par or stated value per share | $ 0.01 | |||||||
Dividend rate | 10% | 10% | ||||||
Preferred stock discount rate percentage | 10% | |||||||
Debt Instrument, Unamortized Discount | $ 5,000 | |||||||
Cash | 45,000 | |||||||
Payments for Brokerage Fees | $ 0 | |||||||
Sale of Stock, Number of Shares Issued in Transaction | 6 | |||||||
Series A 10% Convertible Preferred Stock [Member] | 1 Investor [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share Price | $ 7,500 | |||||||
Sale of Stock, Consideration Received on Transaction | $ 50,000 | |||||||
Series A Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, par or stated value per share | $ 0.01 | |||||||
Dividend rate | 10% | |||||||
Issuance of common stock | 141 | |||||||
Preferred stock discount rate percentage | 10% | |||||||
Debt Instrument, Unamortized Discount | $ 105,450 | |||||||
Cash | 951,750 | |||||||
Payments for Brokerage Fees | $ 53,994 | |||||||
Series A Preferred Stock [Member] | 15 Investors [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share Price | $ 6,750 | |||||||
Stock Issued During Period, Value, New Issues | $ 1,057,200 | |||||||
Series A Preferred Stock [Member] | Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 40,000 | 40,000 | ||||||
Preferred stock, par or stated value per share | $ 0.01 | $ 0.01 | ||||||
Preferred shares, outstanding | 147 | 147 | 147 | 147 | 141 | |||
Series B Preferred Convertible Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred Stock, Convertible, Terms | In the fourth quarter of 2023, contingent to a Qualified Financing occurring no later than November 30, 2023, the Company proposed the exchange of (i) all outstanding 10% Senior Secured Convertible Notes including accrued interest, (ii) all outstanding 35% Senior Secured Convertible Notes including accrued interest, (iii) all outstanding Promissory Notes including accrued interest, (iv) all outstanding Series A Preferred Convertible Stock including accrued dividends payable, and (v) all open trade payables, for shares of a newly proposed Series B preferred stock with an exchange value of $10 per share. The proposed exchange also included the exchange of all warrants to purchase common stock previously issued in conjunction with (i), (ii), (iii), and (iv) above for new warrants at a quantity calculated at 80% of the original face value of each of the notes and a holder’s initial investment in the Series A Preferred Convertible Stock. |
SCHEDULE OF RESTRICTED STOCK UN
SCHEDULE OF RESTRICTED STOCK UNITS ISSUES (Details) - Restricted Stock Units (RSUs) [Member] - shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Restricted shares units issued, beginning balance | 1,357,308 | 1,357,308 | 1,357,308 |
Restricted shares units, granted | |||
Restricted shares units, forfeited | |||
Restricted shares units issued, ending balance | 1,357,308 | 1,357,308 | 1,357,308 |
SCHEDULE OF STOCK WARRANT ISSUE
SCHEDULE OF STOCK WARRANT ISSUED (Details) - Warrant [Member] - shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Outstanding, number of shares, beginning | 11,774,164 | 11,246,433 | 7,035,473 |
Outstanding, number of shares, issued | 1,120,313 | 527,731 | 4,210,960 |
Outstanding, number of shares, exercised | |||
Outstanding, number of shares, forfeited | |||
Outstanding, number of shares, expired | |||
Outstanding, number of shares, ending balance | 12,984,477 | 11,774,164 | 11,246,433 |
STOCK OPTIONS, WARRANTS AND R_3
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 14, 2012 | |
Exercise price | $ 93.75 | ||||
Warrant term | 5 years | ||||
Cash exercise price percentage | 93.75% | 93.75% | |||
Employee And Consultant [Member] | |||||
Warrant term | 5 years | ||||
Warrant [Member] | |||||
Warrants issued | 1,120,313 | 294,231 | |||
Estimated fair value of warrants issued | $ 0 | $ 1,672 | $ 1,672 | $ 164,196 | |
Proceeds from issuance of Preferred stock, shares | 527,731 | 4,210,960 | |||
Restricted Stock Units (RSUs) [Member] | |||||
Restricted stock units | |||||
Restricted stock, unamortized | $ 0 | $ 0 | |||
2011 Incentive Stock Plan [Member] | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 500,000 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Working capital deficit | $ 30,699,329 | $ 30,699,329 | |||||
Operating losses | 1,862,361 | $ 1,205,343 | $ 2,654,958 | 3,067,704 | $ 4,676,009 | $ 8,171,232 | $ 9,943,702 |
Cash outflows from operations | 554,645 | 633,591 | 2,173,484 | 6,795,445 | 3,379,319 | ||
Accumulated deficit | 67,000,708 | 67,000,708 | 63,933,006 | 55,761,775 | |||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | $ 1,862,361 | $ 2,654,958 | $ 3,067,704 | $ 4,676,009 | $ 8,171,232 | $ 9,943,702 |
SCHEDULE OF CONCENTRATIONS OF C
SCHEDULE OF CONCENTRATIONS OF CREDIT RISK (Details) - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounts Receivable [Member] | Legal [Member] | ||
Concentration of Risk | 32.30% | 14.60% |
Commercial Payor One [Member] | Revenue Benchmark [Member] | ||
Concentration of Risk | 10.90% | 32% |
Commercial Payor One [Member] | Accounts Receivable [Member] | ||
Concentration of Risk | 10.90% | 28.60% |
Commercial Payor Two [Member] | Revenue Benchmark [Member] | ||
Concentration of Risk | 6.50% | 21% |
Commercial Payor Two [Member] | Accounts Receivable [Member] | ||
Concentration of Risk | 6.50% | 22.50% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Jan. 25, 2024 | Jul. 31, 2024 | Apr. 30, 2024 | Mar. 31, 2024 | Apr. 30, 2023 | May 31, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2024 | Apr. 01, 2023 | |
Subsequent Event [Line Items] | ||||||||||
Convertible Notes Payable | ||||||||||
Cash exercise price percentage | 93.75% | 93.75% | ||||||||
Lease Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Finance Lease, Principal Payments | $ 2,112 | $ 2,112 | ||||||||
Lessee, Finance Lease, Discount Rate | 5% | 5% | ||||||||
Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt conversion description | Proposed Series C Preferred Convertible Stock. In July 2024, contingent to a qualified financing occurring no later than six months from the exchange agreement date, the Company proposed the exchange of (i) all outstanding 10% Senior Secured Convertible Notes including accrued interest, (ii) all outstanding 35% Senior Secured Convertible Notes including accrued interest, (iii) all outstanding Promissory Notes including accrued interest, (iv) all outstanding Series A Preferred Convertible Stock including accrued dividends payable, and (v) certain open trade payables, for shares of a newly proposed Series C preferred stock with an exchange value of $1,000 per share. The proposed exchange value of (i), (ii), (iii), and (iv) above included a 35% premium to the book value of those instruments. The proposed exchange also included the exchange of all warrants to purchase common stock and incentive shares payable, each previously issued in conjunction with (i), (ii), (iii), and (iv) above for new warrants at a quantity calculated at 50% of the original face value of each of the notes and a holder’s initial investment in the Series A Preferred Convertible Stock. The proposed exchange agreements all stated that the proposed exchange would be null and void if the Company did not close a qualified financing within six months from the exchange agreement date. | |||||||||
Subsequent Event [Member] | Senior Secured Convertible Notes Payable [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt Instrument, Description | the Company issued 20% OID Senior Secured Convertible Notes payable with a face amount, including the 20% OID, totaling $ | |||||||||
Convertible Notes Payable | $ 1,078,125 | |||||||||
Proceeds from Issuance of Common Stock | $ 5,000,000 | |||||||||
Debt Conversion, Converted Instrument, Rate | 85% | |||||||||
Shares Issued, Price Per Share | $ 1 | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 590,625 | |||||||||
Subsequent Event [Member] | Lease Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Loss Contingency, Damages Sought, Value | $ 19,473 | |||||||||
Litigation Settlement, Amount Awarded to Other Party | $ 9,000 | |||||||||
Subsequent Event [Member] | Asset Purchase Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Payments to Acquire Productive Assets | $ 3,500,000 |
SCHEDULE OF PROPERTY PLANT AND
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment, gross | $ 423,637 | $ 834,852 | |
Less: accumulated depreciation | (161,394) | (364,149) | |
Property plant and equipment, net | $ 244,879 | 262,243 | 470,703 |
Building Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment, gross | 110,838 | 114,980 | |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment, gross | 70,636 | 100,510 | |
Medical Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment, gross | 221,297 | 579,508 | |
Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment, gross | $ 20,866 | $ 39,854 |
PROPERTY, PLANT, AND EQUIPMEN_2
PROPERTY, PLANT, AND EQUIPMENT (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2022 | Jan. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 42,181 | $ 88,562 | ||
Leasehold Improvements [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Gain (Loss) on Disposition of Property Plant Equipment, Excluding Oil and Gas Property and Timber Property | $ 30,578 | |||
Physical Therapy Equipment And Furniture And Fixtures [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Gain (Loss) on Disposition of Property Plant Equipment, Excluding Oil and Gas Property and Timber Property | $ 113,869 | |||
Physical Therapy Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Gain (Loss) on Disposition of Property Plant Equipment, Excluding Oil and Gas Property and Timber Property | $ 82,560 |
INVESTMENTS (Details Narrative)
INVESTMENTS (Details Narrative) - USD ($) | 12 Months Ended | |||
Sep. 10, 2021 | Dec. 31, 2022 | May 31, 2023 | Mar. 01, 2023 | |
Coastal Neurology Inc [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Escrow Deposit | $ 103,000 | $ 150,000 | ||
Escrow deposit written off | $ 103,000 | |||
Member Interest Purchase Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Payments to Acquire Investments | $ 150,000 | |||
Impairment on investment | $ 150,000 |
SCHEDULE OF RESTRICTED STOCK _2
SCHEDULE OF RESTRICTED STOCK UNITS ISSUED (Details) - Restricted Stock Units (RSUs) [Member] - shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Restricted shares units issued, beginning balance | 1,357,308 | 1,357,308 | 1,357,308 |
Restricted shares units, granted | |||
Restricted shares units, forfeited | |||
Restricted shares units issued, ending balance | 1,357,308 | 1,357,308 | 1,357,308 |
LINES OF CREDIT (Details Narrat
LINES OF CREDIT (Details Narrative) - Loan Agreement [Member] - USD ($) | 1 Months Ended | ||
Apr. 30, 2022 | Jun. 13, 2023 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,500,000 | ||
Long-Term Line of Credit | $ 1,108,851 | ||
Repayments of Lines of Credit | $ 21,872 | ||
Common Stock [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Line of Credit Facility, Fair Value of Amount Outstanding | $ 2,000,000 | ||
Share Price | $ 0.75 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Jan. 25, 2024 | Dec. 12, 2023 | Dec. 07, 2023 | May 31, 2023 | Sep. 20, 2021 | Jun. 15, 2020 | Mar. 31, 2024 | Apr. 30, 2023 | May 31, 2018 | Jun. 30, 2024 | Dec. 31, 2023 | May 11, 2023 | Apr. 01, 2023 | Oct. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Loss Contingency, Accrual, Noncurrent | $ 1,443,498 | |||||||||||||
Contractual Obligation | $ 200,000 | $ 200,000 | ||||||||||||
Accounts Payable | 1,200,000 | 1,200,000 | ||||||||||||
Litigation Settlement, Fee Expense | $ 1,443,498 | $ 1,443,498 | ||||||||||||
GMR Melbourne LLC [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Loss Contingency Accrual, Payments | $ 1,455,095 | |||||||||||||
CBL & Associates Properties Inc [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Loss Contingency, Damages Sought, Value | $ 66,999 | |||||||||||||
[custom:LossContingencyDamagesSoughtValueIncludingCollectionCosts] | $ 84,051 | |||||||||||||
MBABJB Holdings Family Limited Partnership [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Loss Contingency, Damages Sought, Value | $ 102,884 | |||||||||||||
Loss Contingency, Damages Awarded, Value | $ 87,350 | |||||||||||||
Ackerman LLP [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Loss Contingency, Damages Awarded, Value | $ 548,000 | |||||||||||||
Litigation Settlement, Fee Expense | $ 203,115 | |||||||||||||
Lease Agreement [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Finance Lease, Principal Payments | $ 2,112 | $ 2,112 | ||||||||||||
Lessee, Finance Lease, Discount Rate | 5% | 5% | ||||||||||||
Lease Agreement [Member] | Subsequent Event [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Loss Contingency, Damages Sought, Value | $ 19,473 | |||||||||||||
Litigation Settlement, Amount Awarded to Other Party | $ 9,000 | |||||||||||||
Escrow Agreement [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Loss Contingency, Accrual, Noncurrent | $ 100,000 |
SCHEDULE OF LOSS BEFORE PROVISI
SCHEDULE OF LOSS BEFORE PROVISION FOR INCOME TAXES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||||||
Loss before provision for income taxes | $ (1,862,361) | $ (2,654,958) | $ (3,067,704) | $ (4,676,009) | $ (8,171,232) | $ (9,943,702) |
SCHEDULE OF INCOME TAX EXPENSE_
SCHEDULE OF INCOME TAX EXPENSE/(BENEFIT) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||||||
Federal | ||||||
State | ||||||
Total current | ||||||
Federal | (1,853,757) | (1,853,757) | ||||
State | (189,451) | (189,451) | ||||
Total deferred | (2,043,708) | (2,043,708) | ||||
Change in valuation allowance | 2,043,708 | 2,043,708 | ||||
Total income tax expense/(benefit) |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
NOL Carryforward | $ 6,391,691 | $ 6,391,691 |
AMT Credit | 111,950 | 111,950 |
Fixed assets and intangibles | ||
Stock Compensation | ||
Accruals and other | ||
Total deferred tax assets | 6,503,641 | 6,503,641 |
Valuation allowance | (6,391,641) | (6,391,641) |
Net deferred tax asset | $ 111,950 | $ 111,950 |
SCHEDULE OF NET OPERATING LOSSE
SCHEDULE OF NET OPERATING LOSSES AND TAX CREDIT CARRYFORWARDS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating losses, federal & state | $ 6,391,691 | $ 6,391,691 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Tax Examination, Description | An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. It is the Company’s policy to recognize interest and penalties related to income tax matters in income tax expense. |
BANKRUPTCY (Details Narrative)
BANKRUPTCY (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Apr. 27, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards | $ 6,400,000 | |||
Accounts Receivable, Held-for-Sale | 124,195 | |||
Bankruptcy Claims, Amount of Claims Settled | 1,000,000 | $ 79,518 | ||
Bankruptcy claims amount of claims debtors payroll protection loans | 1,387,599 | |||
Bankruptcy litigation book value | 4,098,541 | |||
Litigation value of general unsecured claims | 25,350,151 | |||
Litigation value of general unsecured claims for payments | 500,000 | |||
Gain on discharge of prepetition liabilities | 2,203,581 | $ 2,174,424 | ||
Gain on discharges of prepetition liabilities | 0 | $ 32,157 | ||
Class 5 [Member] | ||||
Bankruptcy claims amount of claims to be settled | 1,000,000 | |||
2018 Stock Purchase Agreement [Member] | Stewart [Member] | ||||
Payments for Repurchase of Common Stock | $ 7,500,000 | |||
Secured Convertible Noteholder [Member] | ||||
Warrants description | Each Secured Convertible Note holder will also receive 5-Year warrants (“Warrants”) to purchase shares of the Company’s common stock in an amount equal to 50% of the face value of its Secured Convertible Note. The Warrants will be exercisable upon the consummation of a Qualified Financing, five-year term and a cash exercise provision. The exercise price of the Warrants are equal to 93.75% of the per share price of common stock sold to third-party investors in the Qualified Financing. | |||
General Unsecured Claims Holders [Member] | Class 3 [Member] | ||||
[custom:DescriptionOfSettlementTerms-0] | General Unsecured Claims holders are to receive distributions equal to their pro rata share of $500,000, with plan interest, payable within ninety (90) days from the effective date of the Plan. | |||
Common Stock [Member] | ||||
Debt Instrument, Maturity Date, Description | Principal and accrued interest is to be converted on or before the maturity date into shares of Debtor common stock issued its next common stock offering in an aggregate amount of at least $10,000,000 (“Qualified Financing”). The number of shares of Common Stock issuable upon conversion of each Note in a Qualified Financing shall be equal to (i) the amount of principal and accrued interest, divided by (ii) the lessor of 75% of the price per share of common stock paid by other investors for a majority of the common stock issued in the Qualified Financing or seventy-five cents ($0.75) | |||
Secured Convertible Notes [Member] | Over-Allotment Option [Member] | ||||
Proceeds from debt or issuance or sale of equity | $ 2,500,000 | |||
Proceeds from additional issuance or sale of equity | 500,000 | |||
Proceeds from Issuance or Sale of Equity | $ 3,000,000 | |||
Debt Instrument, Interest Rate, Effective Percentage | 10% | |||
Debt Instrument, Interest Rate During Period | 10% |