Titanium Healthcare 10-Q 14 May 15 2015 Q1 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	3 Months Ended
	Mar. 31, 2015	12-May-15
Document And Entity Information
Entity Registrant Name	Titanium Healthcare, Inc.
Entity Central Index Key	1474266
Document Type	10-Q
Document Period End Date	31-Mar-15
Amendment Flag	FALSE
Current Fiscal Year End Date	-19
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		166,395,655
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2015

Condensed_Consolidated_Balance

Condensed Consolidated Balance Sheets (USD $)	Mar. 31, 2015	Dec. 31, 2014
Stockholders' Deficit:
Accumulated deficit	($3,406,420)
Successor
Current Assets:
Cash	18,605	199,861
Accounts receivable	192,246	169,102
Inventories	30,388	28,621
Prepaid expenses and other current assets	85,887	40,414
Total current assets	327,126	437,998
Property and equipment, net	323,514	323,645
Intangible assets, net	95,577	111,506
Other assets	5,380	60,380
Total other assets	100,957	171,886
Total Assets	751,597	933,529
Current Liabilities:
Accounts payable	846,592	997,476
Accrued expenses and other current liabilities	783,654	676,462
Earn-out and other amounts payable for acquisition	25,000	25,000
Due to related parties	354,736	388,763
Due to shareholders	74,124	123,326
Total current liabilities	2,084,106	2,211,027
Stockholders' Deficit:
Preferred stock - $0.001 par value, 10,000,000 shares authorized, none issued and outstanding
Common Stock, $0.001 par value, 250,000,000 shares authorized, 165,413,115 and 159,515,885 shares issued and outstanding in 2015 and 2014, respectively	165,413	159,516
Additional paid-in capital	1,908,498	1,324,672
Accumulated deficit	-3,406,420	-2,761,686
Total Stockholders' Deficit	-1,332,509	-1,277,498
Total Liabilities and Stockholders' Deficit	$751,597	$933,529

Condensed_Consolidated_Balance1

Condensed Consolidated Balance Sheets (Parenthetical) (Successor, USD $)	Mar. 31, 2015	Dec. 31, 2014
Successor
Stockholders' Equity (Deficit):
Preferred Stock, par value	$0.00	$0.00
Preferred Stock, shares authorized	10,000,000	10,000,000
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0
Common Stock, par value	$0.00	$0.00
Common Stock, shares authorized	250,000,000	250,000,000
Common Stock, shares issued	165,413,115	159,515,885
Common Stock, shares outstanding	165,413,115	159,515,885

Unaudited_Condensed_Consolidat

Unaudited Condensed Consolidated Statements of Operations (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Successor
Revenues	$664,971
Operating expenses
Professional fees	327,957	100,390
Rent to related party	30,000	10,000
Personnel costs	511,945
Shell acquisition costs		12,070
Transaction costs	76,848
Administrative services from related parties
License fee for software from member
Other general and administrative costs	323,843	124,507
Depreciation and amortization	38,339
Total operating expenses	1,308,932	246,967
Income (loss) from operations	-643,961	-246,967
Other income (expense)	-773
Income (loss) before income tax expense	-644,734	-246,967
Income tax expense
Net income (loss)	-644,734	-246,967
Income (loss) per weighted-average share of common stock or member unit outstanding - basic and diluted	$0	$0
Weighted-average number of shares of common stock or member units outstanding - basic and diluted	161,493,210	133,935,107
Predecessor
Revenues		896,231
Operating expenses
Professional fees
Rent to related party
Personnel costs		659,499
Shell acquisition costs
Transaction costs
Administrative services from related parties		3,650
License fee for software from member		8,250
Other general and administrative costs		49,272
Depreciation and amortization		12,927
Total operating expenses		733,598
Income (loss) from operations		162,633
Other income (expense)		68
Income (loss) before income tax expense		162,701
Income tax expense		1,479
Net income (loss)		$161,222
Income (loss) per weighted-average share of common stock or member unit outstanding - basic and diluted		$161.22
Weighted-average number of shares of common stock or member units outstanding - basic and diluted		1,000

Unaudited_Condensed_Consolidat1

Unaudited Condensed Consolidated Statements of Cash Flows (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Cash flows provided by (used in) financing activities
Sale of common stock, net	$589,723
Successor
Cash flows provided by (used in) operating activities
Net income (loss)	-644,734	-246,967
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation and amortization	38,339
License fee for software contributed by a member
Changes in operating assets and liabilities:
Accounts receivable	-23,144
Inventories	-1,767
Prepaid expenses and other assets	9,527
Accounts payable	-150,884
Accrued expenses and other current liabilities	107,192	137,860
Deferred revenue
Accrued shell acquisition costs		-50,000
Due to related party	-34,027	160,540
Net cash provided by (used in) operating activities	-699,498	1,433
Cash flows used in investing activities
Purchases of property and equipment	-23,279
Proceeds from sale of property and equipment	1,000
Net cash used in investing activities	-22,279
Cash flows provided by (used in) financing activities
Sale of common stock, net	589,723	-1,433
Due to shareholder	-49,202	-18
Distributions to members
Net cash provided by (used in) financing activities	540,521	-1,451
Net increase (decrease) in cash	-181,256	-18
Cash at beginning of period	199,861	38
Cash at end of period	18,605	20
Predecessor
Cash flows provided by (used in) operating activities
Net income (loss)		161,222
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation and amortization		12,927
License fee for software contributed by a member		8,250
Changes in operating assets and liabilities:
Accounts receivable		-135,941
Inventories
Prepaid expenses and other assets		1,606
Accounts payable		-21,102
Accrued expenses and other current liabilities		26,165
Deferred revenue		-4,776
Accrued shell acquisition costs
Due to related party
Net cash provided by (used in) operating activities		48,351
Cash flows used in investing activities
Purchases of property and equipment		-2,115
Proceeds from sale of property and equipment
Net cash used in investing activities		-2,115
Cash flows provided by (used in) financing activities
Sale of common stock, net
Due to shareholder
Distributions to members		-42,000
Net cash provided by (used in) financing activities		-42,000
Net increase (decrease) in cash		4,236
Cash at beginning of period		107,087
Cash at end of period		$111,323

Basis_of_Presentation_and_Plan

Basis of Presentation and Plan of Operations	3 Months Ended
	Mar. 31, 2015
Notes to Financial Statements
Note 1 - Basis of Presentation and Plan of Operations	With respect to this report, the terms “we”, “us”, “our”, “Titanium”, “Titanium Healthcare” and the “Company” refer to Titanium Healthcare, Inc.
	Background
	We were organized on September 9, 2009, as a Nevada corporation to effect the reincorporation of Senior Management Services of Gainesville, Inc., a Texas corporation (“Senior Management Services”), mandated by the plan of reorganization for Senior Management Services as confirmed by the U. S. Bankruptcy Court for the Northern District of Texas, Dallas Division, on August 1, 2007. The emergence from Chapter 11 of Title 11 of the United States Code on August 1, 2007, created the combination of a change in majority ownership and voting control - that is, loss of control by the then-existing shareholders, a court-approved reorganization, and a reliable measure of the entity’s fair value - resulting in a fresh start, creating, in substance, a new reporting entity. Accordingly, our company, post-bankruptcy, had no significant assets, liabilities or operating activities. As a result, we were considered a shell company as defined in Rule 405 under the Securities Act of 1933, (Securities Act), and Rule 12b-2 under the Securities Exchange Act of 1934, (Exchange Act).
	On December 19, 2013, and January 29, 2014, Titan Partners, LLC entered into a stock purchase agreement with two shareholders for the aquisition of 9,500,000 shares or 96%, and 392,956 shares or 2.92%, respectively, for a total of 9,892,956 shares or 98.92% of our then issued and outstanding common stock. After the completion of a forward stock split on July 10, 2014, Titan Partners, LLC owned 132,501,306 shares of our common stock.
	On September 30, 2014, we closed a transaction, pursuant to which we acquired 100% of the equity securities of Preferred Rx, LLC ("Preferred Rx") in exchange for cash and contingent consideration. The equity purchase was accounted for as a business combination, wherein we are considered the acquirer for accounting and financial reporting purposes. Upon consummation of the share purchase, Preferred Rx became our 100% wholly-owned subsidiary. Preferred Rx is deemed our predecessor for accounting purposes and may be referred to herein as the “Predecessor Company”.
	As a result of this acquisition, we became an active business operating through our subsidiary, the Predecessor Company. We do not consider our operations to be seasonal to any material degree. The Predecessor Company has historically been a closed door pharmaceutical company with 39 state pharmacy licenses focused on providing pharmacy services to medical facilities and patients of such facilities, particularly with respect to coordinating the delivery of prescriptions to nursing homes and long-term care facilities. We expanded the capabilities of the pharmacy to include filling compounded prescriptions and delivery services.
	On October 6, 2014, we filed an amendment to our Articles of Incorporation with the Nevada Secretary of State to change our name to Titanium Healthcare, Inc. In addition, we changed our ticker symbol to “TIHC”. We have discontinued using the name SMSA Gainesville Acquisition Corp.
	Plans of Operations
	Our business plan is to become a premier healthcare ancillaries and life sciences company. The immediate focus of our plan is on prevention of prescription drug fraud, waste, and abuse through an offering of business and educational resources to combat the problem. In addition, we intend to focus on personalized medicine through innovation and responsible delivery to improve patient outcomes.
	We believe that each of our proposed business verticals play a substantial role in the prevention of prescription drug fraud, waste, and, abuse. The compounding pharmacy offers alternatives to oral medicines; the urine drug toxicology laboratory is tantamount to monitoring the use of oral pain medicines and thus offering more control to prescribing physicians, and pharmacogenomic reporting allowing physicians more decision making tools in prescribing the proper medicines and dosages to their patients.
	We acquired our first pharmacy, Preferred Rx, LLC (“Preferred Rx”), located in Arlington, Texas, on September 30, 2014, where we fill individual patient prescriptions. We plan to acquire, develop, and operate additional pharmacies and laboratories in various states across the United States, including, but not limited to Arizona, California, Connecticut, Georgia, Illinois, Maryland, Massachusetts, New Jersey, New York, Ohio, Texas, and Virginia.
	We will continue to look for ways to expand our “prevention platform” by including other services and products that play a role in the prevention of prescription drug waste. Specifically, these services include pharmacy tracking software and single use injection kits. Our business plan also includes building a network of physicians, other providers, and distributors that can collaborate in the delivery of quality healthcare. In the future, we anticipate entering additional business lines of healthcare related services such as dermatopathology/histopathology laboratories, nutraceuticals, cosmeceuticals, pathology laboratories, risk factor testing, surgical hardware, biologics, and other lines devoted to the improvement of patient care.
	Basis of Presentation
	The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles in the United States of America (“US GAAP”) for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.
	The preparation of our unaudited condensed consolidated financial statements requires the use of estimates that affect the reported value of assets, liabilities, and expenses. These estimates are based on historical experience and various other factors we believe to be reasonable under the circumstances, the results of which form the basis for our conclusions. We continually evaluate the information used to make these estimates as the business and economic environment changes, including evaluation of events subsequent to the end of the quarter through the financial statements issuance date. Actual results may differ from these estimates under different assumptions or conditions. Such differences could have a material impact on our future financial position, results of operations, and cash flows.
	The balance sheet at December 31, 2014 has been derived from the audited financial statements at that date, but do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These interim unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and the notes thereto included in our 2014 Annual Report on Form 10-K and Form 10-K/A filed with the SEC on March 30, 2015 and April 27, 2015, respectively.

Going_Concern_Uncertainty_and_

Going Concern Uncertainty and Private Placement	3 Months Ended
	Mar. 31, 2015
Going Concern Uncertainty And Private Placement
Note 2 - Going Concern and Private Placement	We have a limited operating history, recurring losses from operations, negative cash flows, capital deficiency, and our business plan has inherent risks. As of March 31, 2015, we had an accumulated deficit of $3,406,420 and a negative working capital of $1,756,980. Because of these factors it raises substantial doubt about our ability to continue as a going concern. As a result, our auditors issued an audit opinion on our 2014 annual financial statements which included a statement describing our going concern status. We have taken the following actions to obtain additional funding and implement our strategic plans as described below to provide the opportunity for us to continue as a going concern.
	On March 10, 2014, we commenced a private placement of our shares of unregistered common stock pursuant to the exemption provided in Section 4(a)(2) of the Securities Act, as amended, and Rule 506(b) of Regulation D promulgated thereunder, to a class of accredited investors who have an interest in or an understanding of the healthcare industry as described further below (the “Private Placement”). We seek to raise $5,375,000 through this Private Placement to build a network of physicians, fund operations, acquisitions and contribute to undepreciated tangible asset goals.
	During the Private Placement, we increased the number of our authorized shares of common stock from 100,000,000 to 250,000,000, which was completed on June 4, 2014, and we then completed a 13.3935 to 1 forward stock split on July 10, 2014. As part of the ongoing Private Placement, as of March 31, 2015 we had received signed subscription agreements from 210 investors raising $1,898,741 in capital and private placement costs of $139,859, and we had 165,413,115 shares of our common stock outstanding, of which 31,478,008 shares were sold in the Private Placement. For the three months ended March 31, 2015, we raised $589,723 in capital. The impact of the forward stock-split has been reflected retrospectively in all periods and notes in the accompanying financial statements. As of May 12, 2015, we have received signed subscription agreements from 216 investors raising $1,996,995 in capital, resulting in a total of 166,395,655 shares of our common stock outstanding, with a par value of $0.001, of which 32,460,548 shares were sold in the Private Placement.
	Our business plan and pharmacy operations will require capital for additional acquisitions, and is expected to require capital for licensing, permits, and accreditation from various federal and state agencies as a condition to expanding our operations including, but not limited to, licensure by state medical boards. The process will include certain license applications or the acquisition of pharmacy or laboratory operations with the appropriate licenses, permits or accreditations. The development and operations could be adversely affected by the failure or inability to obtain the necessary approvals, changes in standards applicable to such approvals, and possible delays and expenses associated with obtaining such approvals. There is no assurance we will be successful in obtaining such licenses and permits.
	Our ultimate continued existence is dependent upon our ability to generate sufficient cash flows from operations to support our daily operations as well as provide sufficient resources to retire existing liabilities and obligations on a timely basis. We face considerable risk in our business plan and a potential shortfall of funding due to potential inability to raise capital in the private placement or increased costs associated with expanding our operations.
	There can be no assurance that financing for our operations and business plan will be available, or, if available, such financing will be on terms satisfactory to us. If we are unable to obtain financing, we may not be able to operate successfully and any investment made in it may be lost.

Acquisition

Acquisition	3 Months Ended
	Mar. 31, 2015
Acquisition
Note 3 - Acquisition	On September 30, 2014, we entered into and closed the transaction contemplated by the Purchase and Sale Agreement (the “Purchase Agreement”) with Preferred Rx, LLC, a Texas limited liability company, and its equity holders. Pursuant to the terms of the Purchase Agreement, we acquired 100% of the issued and outstanding limited liability company membership interests of Preferred Rx in exchange for cash and contingent consideration (the “Share Purchase”). As a result of the Share Purchase, Preferred Rx became our wholly-owned subsidiary.
	As consideration for the limited liability company membership interests of Preferred Rx, the equity holders would receive earn-out payments in the form of 100% of Preferred Rx’s actual EBITDA (“EBITDA” means our earnings before interest, taxes, depreciation and amortization) and EBITDA from any new customer or contract obtained by the equity holders associated with the call center operations of Preferred Rx for thirteen (13) months after the closing date (each such payment, an “Earn-out Payment”), net of cash previously paid. Each Earn-out Payment would be payable in arrears on the 20th day after the close of each calendar quarter. During October 2014, and in connection with the sale of certain assets and the payments made to the former members as discussed in further detail below, we have no further future obligation to pay any earn-out consideration with respect to our on-call pharmacy business under the Preferred Rx Purchase Agreement.
	We also paid the equity holders for all of Preferred Rx’s current assets less current liabilities (excluding a $100,000 accrued contingent liability to an unrelated third party) that existed as of August 31, 2014 (“Net Working Capital”). The Net Working Capital was paid to each equity holder in an amount equal to the percentage of each equity holder’s pro rata share of our Net Working Capital in two equal installments on October 20, 2014 and November 20, 2014.
	The following represents the acquisition values of the net assets acquired as of September 30, 2014, the acquisition date:
	Current assets	$	336,785
	Computer equipment and leasehold improvements		36,760
	Information systems - software		167,806
	Other assets		5,380
	Customer relationship intangible		353,960
	Pharmacy license intangible		127,435
	Total assets	$	1,028,126
	Current liabilities	$	(295,834	)
	Earn-out and other amounts payable for acquisition:
	Present value of minimum earn-out payable		(160,044	)
	Contingent earn-out liability		(127,975	)
	Net working capital payable		(158,801	)
	Cash payable to sellers		(49,000	)
	Total earn-out and amounts payable for acquisition		(495,820	)
	Purchase price consideration	$	(791,654	)
	Bargain purchase gain at September 30, 2014	$	236,472
	Tax effect on bargain purchase gain		(81,400	)
	Bargain purchase gain, net of tax at September 30, 2014	$	155,072
	All assets and liabilities were recorded at their estimated fair values on the acquisition date. We derived the estimated fair values from assumptions we believe unrelated market participants would use based on both observable and unobservable marketplace factors. The earn-out liability and net working capital payable consideration (which excludes a $100,000 accrued liability) represent the estimated fair value of the amounts to be paid as of September 30, 2014, the date the transaction was consummated. Earn-out considerations represent the present value of minimum earn-out payable in the amount of $200,000, plus the projected payout for amounts based on EBITDA targets for the future thirteen months.
	Our estimate of the net assets’ fair value exceeded the estimated fair value of the total consideration we paid and will pay over the earn-out period due to Preferred Rx’s uncertainties related to extending its contract with its largest customer to continue to perform on-call services. As a result, we recognized a $155,072 bargain purchase gain, which was $236,472 net of $81,400 in deferred tax liabilities.
	Tangible assets and software acquired are valued at their estimated fair values over their estimated useful economic lives as of September 30, 2014, the date the transaction was consummated. We estimate the average useful lives of these assets to be five years and will depreciate or amortize the assets on a straight-line basis as it approximates the pattern of consumption.
	Intangible assets acquired are valued at their estimated fair values using discounted cash flows (customer relationship) and replacement cost (pharmacy licenses) models as of September 30, 2014, the date the transaction was consummated. We estimate the average useful life for the customer relationship to be seven years and the pharmacy licenses to be two years, both on a straight line basis.
	Sale of Certain Acquired Assets from Preferred Rx and Settlement of Earn-out Considerations
	In a separate transaction on October 10, 2014, we entered into a definitive agreement to sell certain non-strategic assets associated with our on-call pharmacy business. The transaction was completed pursuant to the terms of a Transaction Agreement entered into between us, the former shareholders of Preferred Rx and Care Services, LLC (the “On-Call Transaction”). The assets sold in the On-Call Transaction included certain software and customer contracts associated with the on-call pharmacy business conducted by Preferred Rx.
	Preferred Rx and Care Services, LLC (“Care Services”) also entered into a Services Agreement whereby Preferred Rx will provide certain on-call pharmacist services to Care Services for a period of up to one year in exchange for payment of certain payroll and applicable overhead expenses of Preferred Rx. Payments made by Care Services to Preferred Rx under the Services Agreement are treated in the unaudited condensed consolidated statements of operations for the three months ended March 31, 2015 as a reduction (reimbursement) of expenses since the charges incurred are billed based on actual services, there is no margin earned and we have no latitude in establishing the reimbursement price.
	The purchase price for the sale of assets was $550,000, of which $495,000 was received at closing, and $55,000 will be held by Care Services, LLC for up to 15 months for potential indemnification claims. Of the $495,000 received, we retained $49,500 and the remaining $445,500 was paid to the former members of Preferred Rx in exchange for the release by each of such former members of the potential earn-out consideration provided for in the previously announced Purchase Agreement. As a result, we have no future obligation to pay any earn-out consideration with respect to the on-call pharmacy business under the Preferred Rx Purchase Agreement.
	As a result of the On-Call Transaction, we derecognized $353,960 in intangible assets associated with the customer contracts being sold and settled $288,019 of acquisition earn-out considerations. We recognized a gain in the consolidated statements of operations of $196,040 on the sale of these assets and a loss of $206,981 on settlement of earn-out considerations. The differences between estimated fair values for the customer contracts acquired and earn-out considerations to the ultimate sale and settlement amounts related to the On-Call transaction were due to uncertainties regarding the life and expected renewals rates used in the cash flow projections in determining the related fair values at September 30, 2014.

Fair_Value_of_Financial_Instru

Fair Value of Financial Instruments	3 Months Ended
	Mar. 31, 2015
Fair Value Of Financial Instruments
Note 4 - Fair Value of Financial Instruments	We measure fair values using unadjusted quoted prices in active markets (Level 1 inputs), quoted prices for similar instruments in active or inactive markets, or other directly-observable factors (Level 2 inputs), or inputs that are unobservable and significant to the fair value measurement (Level 3 inputs). Financial instruments consist primarily of cash, accounts receivable, accounts payable, accrued expenses, acquisition earn-out, accrued shell acquisition costs, due to related party, and due to shareholder. The carrying values of each of these financial instruments are considered to be representative of their respective fair values due to the short term nature of these items and/or the current interest rates payable in relation to current market conditions.

Disclosures_About_Segments_Of_

Disclosures About Segments Of Our Business And Related Information	3 Months Ended
	Mar. 31, 2015
Disclosures About Segments Of Our Business And Related Information
Note 5 - Disclosures About Segments Of Our Business And Related Information	We are organized along three operating and reporting segments consisting of (1) pharmacy, (2) on-call services and (3) pharmacogenomics. Our chief operating decision maker is considered to be the Chief Executive Officer. The chief operating decision maker allocates resources and assesses performance of the business and other activities at the three operating segment level.
	Pharmacy
	Our pharmacy services consist of fulfilling legal prescriptions for compounded medications that are mixed together upon receipt of such prescription for an individual patient to treat a condition diagnosed by the prescriber. Compounding operations began on September 30, 2014, upon the consummation of the acquisition of Preferred Rx.
	On-call
	Our on-call services consist of the coordination of delivery of prescriptions to medical facilities when the facilities’ normal pharmacy is unavailable, such as nights, weekends and holidays. We also provide on-call and call center solutions, including remote order entry and verification services. Major customer contracts were sold to Care Services on October 10, 2014. Revenue for contracts outside of those sold to Care Services were immaterial in the first quarter of 2015.
	Pharmacogenomics
	Our pharmacogenomics services consist of providing marketing, education, specimen transport, processing, and molecular and other laboratory testing services for physician practices and clinics for administrative service fees. Operations began on December 1, 2014, upon consummation of the Administrative Services Agreement with a pharmacogenomics lab.
	The following table presents operating information by segment and a reconciliation of segment operating income to our consolidated operating income (loss):
								Predecessor Company
		Successor Company						Three months ended March 31,
		Three months
		ended March 31,
		2015			2014			2014
	Revenues:
	On-call	$	2,067		$	-		$	896,231
	Pharmacy		62,826			-			-
	Pharmacogenomics		600,078			-			-
	Total		664,971			-			896,231
	Allocated segment operating expenses:
	On-call		16,085			-			733,598
	Pharmacy		122,944			-			-
	Pharmacogenomics		125,664			-			-
	Total		264,693			-			733,598
	Segment income (loss):
	On-call		(14,018	)		-			162,633
	Pharmacy		(60,118	)		-			-
	Pharmacogenomics		474,414			-			-
	Total		400,278			-			162,633
	Unallocated operating expenses:
	Professional fees		327,957			100,390			-
	Rent to related party		30,000			10,000			-
	Personnel costs		407,107			-			-
	Shell acquisition costs		-			12,070			-
	Transaction costs		76,848			-			-
	Other general and administrative costs		202,327			124,507			-
	Total		1,044,239			246,967			-
	Income (loss) from operations	$	(643,961	)	$	(246,967	)	$	162,633
	Separate measures of our assets and cash flows by reportable segment, including capital expenditures, are not produced or utilized by us to evaluate segment performance. Assets are used on an interchangeable basis across our reportable segments.

Accrued_Expenses_and_Other_Cur

Accrued Expenses and Other Current Liabilities	3 Months Ended
	Mar. 31, 2015
Accrued Expenses And Other Current Liabilities
Note 6 - Accrued Expenses and Other Current Liabilities	Accrued expenses and other current liabilities consisted of the following:
		Successor Company
		March 31,		December 31,
		2015		2014
	Compensation and employee benefits	$	268,067	$	338,001
	Commissions		30,074		11,530
	Professional fees		294,961		111,624
	Software expenses		7,921		22,364
	Telephone contingent liability		100,000		100,000
	Deferred rent expenses		6,235		6,954
	Other current liabilities		76,396		85,989
	Total accrued expenses and other current liabilities	$	783,654	$	676,462

Related_Party_Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2015
Related Party Transactions
Note 7 - Related Party Transactions	Successor Company
	On February 21, 2014, we executed a commercial real estate lease with GML Holdings, LP. The term of the lease was for a period of five years, commencing on February 21, 2014, and expiring June 30, 2019. The basic rent for the initial term of the lease was equal to $10,000 per month plus additional rent, which included all other charges and expenses related to the premises (e.g., taxes, charges for utilities and services used or consumed in the premises, and Landlord’s share of condominium assessments, dues, fees and charges as they relate to the premises). The General Partner of GML Holdings, LP (“GML”) is GML Holdings Management, LLC. Kamran Nezami, our Chairman of the Board of Directors and Chief Business Development Officer is a shareholder in GML Holdings Management, LLC. During the three months ended March 31, 2015, we incurred $30,000 in rent expense which is included in rent to related party in the unaudited condensed consolidated statements of operations. On April 29, 2015, we entered into a lease termination agreement with GML Holdings, LP. Under this agreement, we terminated the lease and agreed to pay $80,000 to the landlord in consideration of past-due rent, which amount is evidenced by a promissory note. In addition, the landlord was entitled to retain any and all security deposits.
	In December 2013, Titan Partners, LLC, our majority shareholder, paid $41,057 of legal fees to further develop the current business plan on our behalf. During the three months ended March 31, 2015, we paid approximately $49,000 in legal and other fees on behalf of Titan Partners, LLC, resulting in approximately $8,000 due from Titan Partners, LLC. This amount was included in the due to shareholders line in the accompanying unaudited condensed consolidated balance sheets. The amount due to us is unsecured, non-interest bearing, and due on demand.
	In October 2014, a shareholder paid approximately $82,000 to us to help fund operating expenses. This amount has been reflected as due to shareholders line in the accompanying unaudited condensed consolidated balance sheets. The amount due is unsecured, non-interest bearing, and due on demand.
	In October 2014, we entered into certain noncancellable operating equipment leases with Healthlabs of America, LLC. Our Chairman of the Board of Directors and Chief Business Development Officer, Kamran Nezami, and our President and Chief Executive Officer, James York, are shareholders in Healthlabs of America, LLC. These operating leases had no financial impact to the unaudited condensed consolidated statements of operations during the three months ended March 31, 2015. The term and payments on these leases do not begin until the equipment has gone through an extensive validation process, which is expected to be late in the second quarter of 2015.
	From January 2014 through July of 2014, a related party, Healthscripts Management Services, LLC (“HMS”) performed certain administrative functions for us. Our Chairman of the Board of Directors and Chief Business Development Officer, Kamran Nezami, participated in the management of HMS through July 2014. At March 31, 2015, we owed HMS $284,736 for third party expenses paid on our behalf to facilitate development of our business plan in the prior year. We did not pay any management fees or mark-ups to HMS for these services. The amounts owed are included in the due to related parties line in the unaudited condensed consolidated balance sheets.
	Effective March 25, 2015, we entered into pharmacy service agreements with certain Healthscripts of America entities, in which we will provide certain pharmacy fulfillment services beginning in April 2015 at rates considered to be fair market value for the services we provide. The Manager and a shareholder of each of the Healthscripts of America entities is Kamran Nezami, our Chairman of the Board of Directors and Chief Business Development Officer.
	Predecessor Company
	Transactions with related parties and their affiliates are made in the ordinary course of business on substantially the same terms and conditions, including interest rates and collateral, as those prevailing at the same time for comparable transactions with other unaffiliated third parties, and do not, in the opinion of management, involve more than normal credit risk or present other unfavorable features. For the three months ended March 31, 2014, related parties include the following:
	During the three months ended March 31, 2014, Preferred Rx used a company owned by a member for accounting services and incurred $3,650 in fees which are included in Administrative services from related parties in the unaudited condensed consolidated statements of operations.
	One of the members of Preferred Rx also served on the board of directors of Preferred Rx’s bank.
	Preferred Rx licensed its call center software from a member and recorded a license fee of $8,250 in the unaudited condensed consolidated statements of operations for the three months ended March 31, 2014. The license fee was based on the estimated fair value for the use of the software and was considered as contributed paid in capital for the three months ended March 31, 2014.

Income_Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2015
Income Taxes
Note 8 - Income Taxes	Successor Company
	The effective income tax rate for the three months ended March 31, 2015 and 2014 was 0%. At March 31, 2015 and 2014, based on current and past net operating losses and all available evidence, it was determined it was more likely than not that the net deferred assets will not be realized. Accordingly, a full valuation allowance was maintained against the deferred tax assets. The factors that cause the effective tax rate to vary from the federal statutory rate of 34% include the impact of certain non-deductible expenses and the change in valuation allowance against our net deferred tax assets.
	Predecessor Company
	The Predecessor Company is a limited liability company treated as a pass-through entity under the Code. As such, it did not pay federal corporate income taxes; however, its income and expenses were included in the federal income tax returns of its members.
	The Predecessor Company recognized the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. There were no amounts recorded as a liability for unrecognized tax benefit in any of the periods presented.
	Because the Predecessor Company is a pass-through entity for federal income tax purposes and for substantially all of the state jurisdictions in which it was required to file an income tax return, the effect of any changes in tax positions that result from an examination of its tax returns are borne principally by the individual members. Tax returns for 2009 and later are still subject to examination by the federal and state tax authorities. Any penalties and interest assessed by taxing authorities are included in income tax expense. There were no such amounts included in income tax expense in the three months ended March 31, 2014.
	The Predecessor Company incurred state franchise taxes and the financial statements included a provision for the franchise tax effect of transactions reported in the financial statements. State franchise tax expense for the three months ended March 31, 2014, which is included in income tax expense was $1,479.

Income_Loss_per_Share

Income (Loss) per Share	3 Months Ended
	Mar. 31, 2015
Income Loss Per Share
Note 9 - Income (Loss) per Share	Basic income (loss) per share is computed by dividing net income (loss) applicable to common shareholders by the weighted average number of common shares outstanding for the reporting period. Diluted income (loss) per share reflects the potential dilution that could occur if securities or other contracts, such as stock options and warrants to issue common stock, were exercised or converted into common stock. For the three months ended March 31, 2015 and 2014, there were no dilutive potential common shares and basic and diluted income (loss) per common share are the same.

Capital_Stock_Transactions_and

Capital Stock Transactions and Forward Stock-Split	3 Months Ended
	Mar. 31, 2015
Capital Stock Transactions And Forward Stock-Split
Note 10 - Capital Stock Transactions and Forward Stock-Split	On February 18, 2014, our Board of Directors adopted resolutions and filed a preliminary information statement with the SEC approving a certificate of an amendment to our Articles of Incorporation. At that time, our Articles of Incorporation authorized capital stock consisting of 100,000,000 shares of common stock. Following the amendment which was filed in Nevada on June 4, 2014, our authorized capital stock was increased to 250,000,000 shares of common stock.
	On June 27, 2014, we announced that our Board of Directors had declared a stock dividend on the issued and outstanding shares of common stock to effect a 13.3935-to-1 forward stock split (the “Stock Split”) to be distributed on July 7, 2014 (the “Distribution Date”) to shareholders of record our common stock as of the close of business on June 23, 2014. On July 10, 2014, we issued an additional 131,360,950 shares of common stock as part of the Stock Split, thereby increasing our issued and outstanding shares of common stock to 141,960,131 shares. The impact of the Stock-Split has been retrospectively reflected in all periods and notes in filing.

Major_Customer

Major Customer	3 Months Ended
	Mar. 31, 2015
Major Customer
Note 11 - Major Customer	One customer accounted for approximately 93% of the Predecessor Company’s total revenue for the three months ended March 31, 2014, and approximately 95% of the Predecessor Company’s total accounts receivable as of March 31, 2014. As a result of the sale of certain customer contracts to Care Services, LLC on October 10, 2014, we do not expect to recognize any additional revenue for this customer subsequent to the date of the sale of these contracts.

Subsequent_Events

Subsequent Events	3 Months Ended
	Mar. 31, 2015
Subsequent Events
Note 12 - Subsequent Events	On April 29, 2015, we entered into a lease termination agreement with GML Holdings, LP. Under this agreement, we terminated the lease and agreed to pay $80,000 to the landlord in consideration of past-due rent, which amount is evidenced by a promissory note. In addition, the landlord was entitled to retain any and all security deposits.
	Effective May 12, 2015, our Board of Directors expanded the size of the Board of Directors to four members and appointed Mr. Chuck Talley and Mr. Chris Mashburn to fill the positions created by the expansion. Mr. Talley is our Chief Financial Officer and Mr. Mashburn is our Chief Operating Officer. The appointments of Mr. Talley and Mr. Mashburn were not in connection with any arrangement or understanding between us, the individuals or any other person.

Acquisition_Tables

Acquisition (Tables)	3 Months Ended
	Mar. 31, 2015
Acquisition Tables
Estimated acquisition values of the net assets acquired	The following represents the acquisition values of the net assets acquired as of September 30, 2014, the acquisition date:
	Current assets	$	336,785
	Computer equipment and leasehold improvements		36,760
	Information systems - software		167,806
	Other assets		5,380
	Customer relationship intangible		353,960
	Pharmacy license intangible		127,435
	Total assets	$	1,028,126
	Current liabilities	$	(295,834	)
	Earn-out and other amounts payable for acquisition:
	Present value of minimum earn-out payable		(160,044	)
	Contingent earn-out liability		(127,975	)
	Net working capital payable		(158,801	)
	Cash payable to sellers		(49,000	)
	Total earn-out and amounts payable for acquisition		(495,820	)
	Purchase price consideration	$	(791,654	)
	Bargain purchase gain at September 30, 2014	$	236,472
	Tax effect on bargain purchase gain		(81,400	)
	Bargain purchase gain, net of tax at September 30, 2014	$	155,072

Disclosures_About_Segments_Of_1

Disclosures About Segments Of Our Business And Related Information (Tables)	3 Months Ended
	Mar. 31, 2015
Disclosures About Segments Of Our Business And Related Information Tables
Segment operating information	The following table presents operating information by segment and a reconciliation of segment operating income to our consolidated operating income (loss):
								Predecessor Company
		Successor Company						Three months ended March 31,
		Three months
		ended March 31,
		2015			2014			2014
	Revenues:
	On-call	$	2,067		$	-		$	896,231
	Pharmacy		62,826			-			-
	Pharmacogenomics		600,078			-			-
	Total		664,971			-			896,231
	Allocated segment operating expenses:
	On-call		16,085			-			733,598
	Pharmacy		122,944			-			-
	Pharmacogenomics		125,664			-			-
	Total		264,693			-			733,598
	Segment income (loss):
	On-call		(14,018	)		-			162,633
	Pharmacy		(60,118	)		-			-
	Pharmacogenomics		474,414			-			-
	Total		400,278			-			162,633
	Unallocated operating expenses:
	Professional fees		327,957			100,390			-
	Rent to related party		30,000			10,000			-
	Personnel costs		407,107			-			-
	Shell acquisition costs		-			12,070			-
	Transaction costs		76,848			-			-
	Other general and administrative costs		202,327			124,507			-
	Total		1,044,239			246,967			-
	Income (loss) from operations	$	(643,961	)	$	(246,967	)	$	162,633

Accrued_Expenses_and_Other_Cur1

Accrued Expenses and Other Current Liabilities (Tables)	3 Months Ended
	Mar. 31, 2015
Accrued Expenses And Other Current Liabilities Tables
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities consisted of the following:
		Successor Company
		March 31,		December 31,
		2015		2014
	Compensation and employee benefits	$	268,067	$	338,001
	Commissions		30,074		11,530
	Professional fees		294,961		111,624
	Software expenses		7,921		22,364
	Telephone contingent liability		100,000		100,000
	Deferred rent expenses		6,235		6,954
	Other current liabilities		76,396		85,989
	Total accrued expenses and other current liabilities	$	783,654	$	676,462

Going_Concern_Uncertainty_and_1

Going Concern Uncertainty and Private Placement (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Going Concern Uncertainty And Private Placement Details Narrative
Accumulated deficit	($3,406,420)
Working capital	1,756,980
Capital raised from investors	1,898,741
Number of investors		210
Common stock outstanding	165,413,115
Common stock sold in private placement	31,478,008
Private placement costs	139,859
Raised amount in capital	$589,723

Acquisition_Details

Acquisition (Details) (USD $)	3 Months Ended
	Mar. 31, 2015
Acquisition Details
Current assets	$336,785
Computer equipment and leasehold improvements	36,760
Information systems - software	167,806
Other assets	5,380
Customer relationship intangible	353,960
Pharmacy license intangible	127,435
Total assets	1,028,126
Current liabilities	-295,834
Earn-out and other amounts payable for acquisition:
Present value of minimum earn-out payable	-160,044
Contingent earn-out liability	-127,975
Net working capital payable	-158,801
Cash payable to sellers	-49,000
Total earn-out and amounts payable for acquisition	-495,820
Purchase price consideration	-791,654
Bargain purchase gain at September 30, 2014	236,472
Tax effect on bargain purchase gain	-81,400
Bargain purchase gain, net of tax at September 30, 2014	$155,072

Disclosures_About_Segments_Of_2

Disclosures About Segments Of Our Business And Related Information (Details) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Successor
Total revenues	$664,971
Total allocated segment operating expenses	264,693
Total segment income (loss)	400,278
Professional fees	327,957	100,390
Rent to related party	30,000	10,000
Personnel costs	407,107
Shell acquisition costs		12,070
Transaction costs	76,848
Other general and administrative costs	202,327	124,507
Total	1,044,239	246,967
Income (loss) from operations	-643,961	-246,967
Successor | On Call
Total revenues	2,067
Total allocated segment operating expenses	16,085
Total segment income (loss)	-14,018
Successor | Pharmacy
Total revenues	62,826
Total allocated segment operating expenses	122,944
Total segment income (loss)	-60,118
Successor | Pharmacogenomics
Total revenues	600,078
Total allocated segment operating expenses	125,664
Total segment income (loss)	474,414
Predecessor
Total revenues		896,231
Total allocated segment operating expenses		733,598
Total segment income (loss)		162,633
Professional fees
Rent to related party
Personnel costs
Shell acquisition costs
Transaction costs
Other general and administrative costs
Total
Income (loss) from operations		162,633
Predecessor | On Call
Total revenues		896,231
Total allocated segment operating expenses		733,598
Total segment income (loss)		162,633
Predecessor | Pharmacy
Total revenues
Total allocated segment operating expenses
Total segment income (loss)
Predecessor | Pharmacogenomics
Total revenues
Total allocated segment operating expenses
Total segment income (loss)

Accrued_Expenses_and_Other_Cur2

Accrued Expenses and Other Current Liabilities (Details) (Successor company [Member], USD $)	Mar. 31, 2015	Dec. 31, 2014
Successor company [Member]
Compensation and employee benefits	$268,067	$338,001
Commissions	30,074	11,530
Professional fees	294,961	111,624
Software expenses	7,921	22,364
Telephone Contingent liability	100,000	100,000
Deferred rent expenses	6,235	6,954
Other current liabilities	76,396	85,989
Total accrued expenses and other current liabilities	$783,654	$676,462

Related_Party_Transactions_Det

Related Party Transactions (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Successor company [Member]
Rent expenses	$30,000
Legal and other fees paid	49,000
Due from related party	8,000
Third party expenses paid	284,736
Predecessor company [Member]
Administrative services from related parties		3,650
License fee		$8,250

Income_Taxes_Details_Narrative

Income Taxes (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Successor company [Member]
Efective income tax rate	0.00%	0.00%
Predecessor company [Member]
Income tax expense		1,479

Major_Customer_Details_Narrati

Major Customer (Details Narrative) (Predecessor company [Member])	3 Months Ended
	Mar. 31, 2014
Predecessor company [Member]
Percent of revenue accounted by customer	93.00%
Percent of accounts receivable	95.00%