Titanium Healthcare 10-Q 14 Aug 15 2015 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Aug. 12, 2015
Document And Entity Information
Entity Registrant Name	Titanium Healthcare, Inc.
Entity Central Index Key	1,474,266
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
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		167,108,975
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,015

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - Successor - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Current Assets:
Cash	$ 94,312	$ 199,861
Accounts receivable	295,882	169,102
Inventories	32,827	28,621
Prepaid expenses and other current assets	67,610	40,414
Total current assets	490,631	437,998
Property and equipment, net	306,249	323,645
Intangible assets, net	79,648	111,506
Other assets	5,380	60,380
Total other assets	85,028	171,886
Total Assets	881,908	933,529
Current Liabilities:
Accounts payable	1,204,678	997,476
Accrued expenses and other current liabilities	601,254	676,462
Earn-out and other amounts payable for acquisition	25,000	25,000
Due to related parties	425,152	388,763
Due to shareholders	187,122	123,326
Total current liabilities	$ 2,443,206	$ 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, 166,795,855 and 159,515,885 shares issued and outstanding in 2015 and 2014, respectively	$ 166,796	$ 159,516
Additional paid-in capital	2,045,389	1,324,672
Accumulated deficit	(3,773,483)	(2,761,686)
Total Stockholders' Deficit	(1,561,298)	(1,277,498)
Total Liabilities and Stockholders' Deficit	$ 881,908	$ 933,529

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - Successor - $ / shares	Jun. 30, 2015	Dec. 31, 2014
Stockholders' Equity (Deficit):
Preferred Stock, par value	$ 0.001	$ 0.001
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	$ 0.001	$ 0.001
Common Stock, shares authorized	250,000,000	250,000,000
Common Stock, shares issued	166,795,855	159,515,885
Common Stock, shares outstanding	166,795,855	159,515,885

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Successor
Revenues	$ 904,034
Operating expenses
Professional fees	60,655	$ 263,262
Rent to related party	38,038	30,000
Personnel costs	502,665	$ 36,720
Transaction costs	30,793
Commissions to related parties	$ 121,183
Administrative services from related parties
License fee for software from member
Other general and administrative costs	$ 473,641	$ 41,650
Depreciation and amortization	38,722
Total operating expenses	1,265,697	$ 371,632
Loss from operations	$ (361,663)	$ (371,632)
Other income (expense)
Loss before income tax expense	$ (361,663)	$ (371,632)
Income tax expense	5,400
Net loss	$ (367,063)	$ (371,632)
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	166,389,502	136,542,545
Predecessor
Revenues		$ 820,709
Operating expenses
Professional fees
Rent to related party
Personnel costs		$ 796,522
Transaction costs
Commissions to related parties
Administrative services from related parties		$ 2,895
License fee for software from member		8,250
Other general and administrative costs		65,102
Depreciation and amortization		12,927
Total operating expenses		885,696
Loss from operations		(64,987)
Other income (expense)		529
Loss before income tax expense		(64,458)
Income tax expense		3,469
Net loss		$ (67,927)
Loss per weighted-average share of common stock or member unit outstanding - basic and diluted		$ (67.93)
Weighted-average number of shares of common stock or member units outstanding - basic and diluted		1,000
Successor
Revenues			$ 1,569,005
Operating expenses
Professional fees			388,612	$ 363,652
Rent to related party			68,038	40,000
Personnel costs			$ 1,014,610	36,720
Shell acquisition costs				$ 12,070
Transaction costs			$ 107,641
Commissions to related parties			$ 121,183
Administrative services from related parties
License fee for software from member
Other general and administrative costs			$ 797,484	$ 166,157
Depreciation and amortization			77,061
Total operating expenses			2,574,629	$ 618,599
Loss from operations			(1,005,624)	$ (618,599)
Other income (expense)			(773)
Loss before income tax expense			(1,006,397)	$ (618,599)
Income tax expense			5,400
Net loss			$ (1,011,797)	$ (618,599)
Loss per weighted-average share of common stock or member unit outstanding - basic and diluted			$ (0.01)	$ 0
Weighted-average number of shares of common stock or member units outstanding - basic and diluted			163,954,818	135,246,030
Predecessor
Revenues				$ 1,716,940
Operating expenses
Professional fees
Rent to related party
Personnel costs				$ 1,456,021
Shell acquisition costs
Transaction costs
Commissions to related parties
Administrative services from related parties				$ 6,545
License fee for software from member				16,500
Other general and administrative costs				114,374
Depreciation and amortization				25,854
Total operating expenses				1,619,294
Loss from operations				97,646
Other income (expense)				597
Loss before income tax expense				98,243
Income tax expense				4,948
Net loss				$ 93,295
Loss per weighted-average share of common stock or member unit outstanding - basic and diluted				$ 93.30
Weighted-average number of shares of common stock or member units outstanding - basic and diluted				1,000

Unaudited Condensed Consolidat5

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash flows provided by (used in) financing activities
Sale of common stock, net	$ 727,997
Successor
Cash flows provided by (used in) operating activities
Net (loss) income	(1,011,797)	$ (618,599)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities
Depreciation and amortization	$ 77,061
License fee for software contributed by a member
Changes in operating assets and liabilities:
Accounts receivable	$ (126,780)
Inventories	(4,206)
Prepaid expenses and other assets	27,804	$ (42,111)
Accounts payable	207,202	302,268
Accrued expenses and other current liabilities	$ (75,208)	$ 63,518
Deferred revenue
Accrued shell acquisition costs		$ (109,548)
Due to related party	$ 36,389	237,012
Net cash (used in) provided by operating activities	(869,535)	$ (167,460)
Cash flows used in investing activities
Purchases of property and equipment	(28,807)
Proceeds from sale of property and equipment	1,000
Net cash used in investing activities	(27,807)
Cash flows provided by (used in) financing activities
Sale of common stock, net	$ 727,997	$ 446,402
Subscription receivable		(10,000)
Due to shareholder	$ 63,796	$ (18)
Distributions to members
Net cash provided by (used in) financing activities	$ 791,793	$ 436,384
Net (decrease) increase in cash	(105,549)	268,924
Cash at beginning of period	199,861	38
Cash at end of period	$ 94,312	268,962
Predecessor
Cash flows provided by (used in) operating activities
Net (loss) income		93,295
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities
Depreciation and amortization		25,854
License fee for software contributed by a member		16,500
Changes in operating assets and liabilities:
Accounts receivable		$ (85,108)
Inventories
Prepaid expenses and other assets		$ (45)
Accounts payable		(13,516)
Accrued expenses and other current liabilities		72,097
Deferred revenue		$ (4,390)
Accrued shell acquisition costs
Due to related party
Net cash (used in) provided by operating activities		$ 104,687
Cash flows used in investing activities
Purchases of property and equipment		$ (5,825)
Proceeds from sale of property and equipment
Net cash used in investing activities		$ (5,825)
Cash flows provided by (used in) financing activities
Sale of common stock, net
Subscription receivable
Due to shareholder
Distributions to members		$ (82,000)
Net cash provided by (used in) financing activities		(82,000)
Net (decrease) increase in cash		16,862
Cash at beginning of period		107,087
Cash at end of period		$ 123,949

Basis of Presentation and Plan

Basis of Presentation and Plan of Operations	6 Months Ended
	Jun. 30, 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 acquisition 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. As of August 12, 2015, Titan Partners, LLC owned 89,040,034 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 diversified 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, laboratories and physical therapy centers in various states across the United States, including, but not limited to Arizona, California, Georgia, Illinois, Louisiana, Maryland, New Jersey, New York, Ohio, Pennsylvania, 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. Recent Accounting Pronouncements In July 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-11, "Inventory (Topic 330): Simplifying the Measurement of Inventory," which requires that inventory within the scope of the guidance be measured at the lower of cost and net realizable value rather than the lower of cost or market. The standard will be effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The new guidance shall be applied prospectively and early adoption is permitted. The Company will adopt this guidance in the first quarter of 2017. The impact is not expected to be material. In February 2015, the FASB issued ASU Update 2015-02, "Consolidation" ("ASU 2015-02"). This Update was issued to address concerns about the current accounting for consolidation by changing the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. All legal entities are subject to reevaluation under the revised consolidation model. The amendments in this Update: 1) Modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities; 2) Eliminate the presumption that a general partner should consolidate a limited partnership; 3) Affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships; and 4) Provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. The amendments in ASU 2015-02 are effective for the Company beginning in 2016. Early adoption is permitted and both retrospective and modified retrospective application is permitted. We currently intend to adopt ASU 2015-02 on January 1, 2016. We do not anticipate that our adoption of ASU 2015-02 will have a material impact on the Company's financial statements or related disclosures as we are not currently involved with the types of legal entities to which the amendments apply. In January 2015, the FASB issued ASU Update 2015-01

Going Concern Uncertainty and P

Going Concern Uncertainty and Private Placement	6 Months Ended
	Jun. 30, 2015
Notes to Financial Statements
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 June 30, 2015, we had an accumulated deficit of $3,773,483 and negative working capital of $1,952,575. 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, expansion, 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 June 30, 2015 we had received signed subscription agreements from 220 investors raising $2,037,015 in capital and private placement costs of $139,859, and we had 166,795,855 shares of our common stock outstanding, of which 32,860,748 shares were sold in the Private Placement. For the six months ended June 30, 2015, we raised $727,997 in capital. The impact of the forward stock-split has been reflected retrospectively in all periods and notes in the accompanying condensed consolidated financial statements. As of August 12, 2015, we have received signed subscription agreements from 223 investors raising $2,068,327 in capital, resulting in a total of 167,108,975 shares of our common stock outstanding, with a par value of $0.001, of which 33,173,868 shares were sold in the Private Placement. Our business plan and operations will require capital for additional acquisitions and expansion, 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	6 Months Ended
	Jun. 30, 2015
Notes to Financial Statements
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 and six months ended June 30, 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 Instrum

Fair Value of Financial Instruments	6 Months Ended
	Jun. 30, 2015
Notes to Financial Statements
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 O

Disclosures About Segments Of Our Business And Related Information	6 Months Ended
	Jun. 30, 2015
Notes to Financial Statements
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 makers are considered to be our senior management team which includes our Chief Financial Officer, Chief Business Development Officer, Chief Marketing Officer and Chief Operating Officer. The chief operating decision makers allocate resources and assess 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 half 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 tables present operating information by segment and a reconciliation of segment operating income to our consolidated operating loss for the three months ended June 30, 2015: Successor Company Three months ended Predecessor Company Three months ended June 30, June 30, 2015 2014 2014 Revenues: On-call $ - $ - $ 820,709 Pharmacy 379,034 - - Pharmacogenomics 525,000 - - Total 904,034 - 820,709 Allocated segment operating expenses: On-call 24,343 - 885,696 Pharmacy 395,387 - - Pharmacogenomics 146,366 - - Total 566,096 - 885,696 Segment income (loss): On-call (24,343 ) - (64,987 ) Pharmacy (16,353 ) - - Pharmacogenomics 378,634 - - Total 337,938 - (64,987 ) Unallocated operating expenses: Professional fees 60,655 263,262 - Rent to related party 38,038 30,000 - Personnel costs 388,299 36,720 - Transaction costs 30,793 - - Other general and administrative costs 181,816 41,650 - Total 699,601 371,632 - Loss from operations $ (361,663) $ (371,632) $ (64,987) The following tables present operating information by segment and a reconciliation of segment operating income to our consolidated operating (loss) income for the six months ended June 30, 2015: Successor Company Six months ended Predecessor Company Six months ended June 30, June 30, 2015 2014 2014 Revenues: On-call $ 2,067 $ - $ 1,716,940 Pharmacy 441,860 - - Pharmacogenomics 1,125,078 - - Total 1,569,005 - 1,716,940 Allocated segment operating expenses: On-call 40,428 - 1,619,294 Pharmacy 518,331 - - Pharmacogenomics 272,030 - - Total 830,789 - 1,619,294 Segment income (loss): On-call (38,361 ) - 97,646 Pharmacy (76,471 ) - - Pharmacogenomics 853,048 - - Total 738,216 - 97,646 Unallocated operating expenses: Professional fees 388,612 363,652 - Rent to related party 68,038 40,000 - Personnel costs 795,406 36,720 - Shell acquisition costs - 12,070 - Transaction costs 107,641 - - Other general and administrative costs 384,143 166,157 - Total 1,743,840 618,599 - (Loss) income from operations $ (1,005,624 ) $ (618,599 ) $ 97,646 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 Curr

Accrued Expenses and Other Current Liabilities	6 Months Ended
	Jun. 30, 2015
Notes to Financial Statements
Note 6 - Accrued Expenses and Other Current Liabilities	Accrued expenses and other current liabilities consisted of the following: Successor Company June 30, December 31, 2015 2014 Compensation and employee benefits $ 240,743 $ 338,001 Commissions 40,148 11,530 Professional fees 33,407 111,624 Software expenses 7,921 22,364 Rent expenses 66,560 - Telephone contingent liability 100,000 100,000 Deferred rent expenses 5,515 6,954 Other current liabilities 106,960 85,989 Total accrued expenses and other current liabilities $ 601,254 $ 676,462

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2015
Notes to Financial Statements
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 and six months ended June 30, 2015, we incurred $10,000 and $40,000, respectively 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. At June 30, 2015, $76,000 in consideration remained due and was included in due to related parties in the condensed consolidated balance sheets. 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 six months ended June 30, 2015, Titan Partners, LLC paid $54,000 on our behalf to further develop our current business plan. During the same time period, we paid legal fees on Titan Partners, LLC's behalf of approximately $42,000, resulting in approximately $53,000 due to Titan Partners, LLC. This amount was included in the 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, a shareholder paid approximately $82,000 to us to help fund operating expenses. This amount has been reflected in the 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 the second quarter 2015, a shareholder performed certain administrative services associated with our pharmacogenomics segment and was owed approximately $48,000 at June 30, 2015. This amount has been reflected in the due to shareholders line in the accompanying unaudited condensed balance sheets. 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 former 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 and six months ended June 30, 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 third 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 June 30, 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. During the three and six months ended June 30, 2015, we incurred $121,183 in commissions expense which is included in commissions to related parties in the unaudited condensed consolidated statements of operations. At June 30, 2015, we owed $64,416 in commissions under these service agreements. This amount is included in the due to related parties line in the accompanying unaudited condensed consolidated balance sheets. Beginning April 1, 2015, we began renting certain office space located in Dallas, Texas from HMS on a month-to-month basis. For the three and six months ended June 30, 2015, we incurred $28,038 in rent expense which is included in rent to related party in the unaudited condensed consolidated statements of operations. 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 and six months ended June 30, 2014, related parties include the following: During the three and six months ended June 30, 2014, Preferred Rx used a company owned by a member for accounting services and incurred $2,895 and $6,545, respectively, 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 and $16,500 in the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2014, respectively. 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 and six months ended June 30, 2014.

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2015
Notes to Financial Statements
Note 8 - Income Taxes	Successor Company The effective income tax rate for the three and six months ended June 30, 2015 and 2014 was (0.5%) and 0.0%, respectively. At June 30, 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 and six months ended June 30, 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 and six months ended June 30, 2014, which is included in income tax expense was $3,469 and $4,948, respectively.

Income (Loss) per Share

Income (Loss) per Share	6 Months Ended
	Jun. 30, 2015
Notes to Financial Statements
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 and six month periods ended June 30, 2015 and 2014, respectively, 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	6 Months Ended
	Jun. 30, 2015
Notes to Financial Statements
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	6 Months Ended
	Jun. 30, 2015
Notes to Financial Statements
Note 11 - Major Customer	One customer accounted for approximately 94% of the Predecessor Company's total revenue for the three and six months ended June 30, 2014, respectively, and approximately 95% of the Predecessor Company's total accounts receivable as of June 30, 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	6 Months Ended
	Jun. 30, 2015
Notes to Financial Statements
Note 12 - Subsequent Events	Effective July 17, 2015, James York, our previous Chief Executive Officer, resigned as a Director of the Company. On July 20, 2015, Debbie Woods was appointed as a Director of the Company and named as our Chief Marketing Officer.

Acquisition (Tables)

Acquisition (Tables)	6 Months Ended
	Jun. 30, 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 Of19

Disclosures About Segments Of Our Business And Related Information (Tables)	6 Months Ended
	Jun. 30, 2015
Disclosures About Segments Of Our Business And Related Information Tables
Segment operating information	The following tables present operating information by segment and a reconciliation of segment operating income to our consolidated operating loss for the three months ended June 30, 2015: Successor Company Three months ended Predecessor Company Three months ended June 30, June 30, 2015 2014 2014 Revenues: On-call $ - $ - $ 820,709 Pharmacy 379,034 - - Pharmacogenomics 525,000 - - Total 904,034 - 820,709 Allocated segment operating expenses: On-call 24,343 - 885,696 Pharmacy 395,387 - - Pharmacogenomics 146,366 - - Total 566,096 - 885,696 Segment income (loss): On-call (24,343 ) - (64,987 ) Pharmacy (16,353 ) - - Pharmacogenomics 378,634 - - Total 337,938 - (64,987 ) Unallocated operating expenses: Professional fees 60,655 263,262 - Rent to related party 38,038 30,000 - Personnel costs 388,299 36,720 - Transaction costs 30,793 - - Other general and administrative costs 181,816 41,650 - Total 699,601 371,632 - Loss from operations $ (361,663) $ (371,632) $ (64,987) The following tables present operating information by segment and a reconciliation of segment operating income to our consolidated operating (loss) income for the six months ended June 30, 2015: Successor Company Six months ended Predecessor Company Six months ended June 30, June 30, 2015 2014 2014 Revenues: On-call $ 2,067 $ - $ 1,716,940 Pharmacy 441,860 - - Pharmacogenomics 1,125,078 - - Total 1,569,005 - 1,716,940 Allocated segment operating expenses: On-call 40,428 - 1,619,294 Pharmacy 518,331 - - Pharmacogenomics 272,030 - - Total 830,789 - 1,619,294 Segment income (loss): On-call (38,361 ) - 97,646 Pharmacy (76,471 ) - - Pharmacogenomics 853,048 - - Total 738,216 - 97,646 Unallocated operating expenses: Professional fees 388,612 363,652 - Rent to related party 68,038 40,000 - Personnel costs 795,406 36,720 - Shell acquisition costs - 12,070 - Transaction costs 107,641 - - Other general and administrative costs 384,143 166,157 - Total 1,743,840 618,599 - (Loss) income from operations $ (1,005,624 ) $ (618,599 ) $ 97,646

Accrued Expenses and Other Cu20

Accrued Expenses and Other Current Liabilities (Tables)	6 Months Ended
	Jun. 30, 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 June 30, December 31, 2015 2014 Compensation and employee benefits $ 240,743 $ 338,001 Commissions 40,148 11,530 Professional fees 33,407 111,624 Software expenses 7,921 22,364 Rent expenses 66,560 - Telephone contingent liability 100,000 100,000 Deferred rent expenses 5,515 6,954 Other current liabilities 106,960 85,989 Total accrued expenses and other current liabilities $ 601,254 $ 676,462

Going Concern Uncertainty and21

Going Concern Uncertainty and Private Placement (Details Narrative)	6 Months Ended
	Jun. 30, 2015USD ($)shares	Jun. 30, 2014USD ($)	Dec. 31, 2014USD ($)
Working capital	$ (1,952,575)
Capital raised from investors	$ 2,037,015
Number of investors	220
Private placement costs	$ 139,859
Common stock outstanding | shares	166,795,855
Common stock sold in private placement | shares	32,860,748
Raised amount in capital	$ 727,997
Successor
Accumulated deficit	(3,773,483)		$ (2,761,686)
Raised amount in capital	$ 727,997	$ 446,402

Acquisition (Details)

Acquisition (Details) - Jun. 30, 2015 - USD ($)	Total
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 Of23

Disclosures About Segments Of Our Business And Related Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Successor
Total revenues			$ 1,569,005
Total allocated segment operating expenses			830,789
Total segment income (loss)			738,216
Unallocated operating expenses:
Professional fees			388,612	$ 363,652
Rent to related party			68,038	40,000
Personnel costs			$ 795,406	36,720
Shell acquisition costs				$ 12,070
Transaction costs			$ 107,641
Other general and administrative costs			384,143	$ 166,157
Total			1,743,840	618,599
Income (loss) from operations			(1,005,624)	$ (618,599)
Successor | On Call
Total revenues			2,067
Total allocated segment operating expenses	$ 24,343		40,428
Total segment income (loss)	(24,343)		(38,361)
Successor | Pharmacy
Total revenues	379,034		441,860
Total allocated segment operating expenses	395,387		518,331
Total segment income (loss)	(16,353)		(76,471)
Successor | Pharmacogenomics
Total revenues	525,000		1,125,078
Total allocated segment operating expenses	146,366		272,030
Total segment income (loss)	378,634		$ 853,048
Predecessor
Total revenues				$ 1,716,940
Total allocated segment operating expenses				1,619,294
Total segment income (loss)				$ 97,646
Unallocated operating expenses:
Professional fees
Rent to related party
Personnel costs
Shell acquisition costs
Transaction costs
Other general and administrative costs
Total
Income (loss) from operations				$ 97,646
Predecessor | On Call
Total revenues		$ 820,709		1,716,940
Total allocated segment operating expenses		885,696		1,619,294
Total segment income (loss)		$ (64,987)		$ 97,646
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)
Successor
Total revenues	904,034
Total allocated segment operating expenses	566,096
Total segment income (loss)	337,938
Unallocated operating expenses:
Professional fees	60,655	$ 263,262
Rent to related party	38,038	30,000
Personnel costs	$ 388,299	$ 36,720
Shell acquisition costs
Transaction costs	$ 30,793
Other general and administrative costs	181,816	$ 41,650
Total	699,601	371,632
Income (loss) from operations	$ (361,663)	(371,632)
Predecessor
Total revenues		820,709
Total allocated segment operating expenses		885,696
Total segment income (loss)		$ (64,987)
Unallocated operating expenses:
Professional fees
Rent to related party
Personnel costs
Shell acquisition costs
Transaction costs
Other general and administrative costs
Income (loss) from operations		$ (64,987)

Accrued Expenses and Other Cu24

Accrued Expenses and Other Current Liabilities (Details) - Successor company [Member] - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Compensation and employee benefits	$ 240,743	$ 338,001
Commissions	40,148	11,530
Professional fees	33,407	111,624
Software expenses	7,921	$ 22,364
Rent expenses	66,560
Telephone Contingent liability	100,000	$ 100,000
Deferred rent expenses	5,515	6,954
Other current liabilities	106,960	85,989
Total accrued expenses and other current liabilities	$ 601,254	$ 676,462

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - Jun. 30, 2015 - Successor company [Member] - USD ($)	Total	Total
Rent expenses		$ 28,038
Legal and other fees paid		42,000
Due from related party	$ 76,000	76,000
Third party expenses paid		284,736
Administrative services from related parties		48,000
Commissions to related parties	121,183	121,183
Commissions Due	$ 64,416	$ 64,416

Income Taxes (Details Narrative

Income Taxes (Details Narrative)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Successor company [Member]
Effective income tax rate	(0.50%)	0.00%	(0.50%)	0.00%