Sanomedics (SIMH) 10-Q 21 Nov 13 2013 Q3 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	9 Months Ended
	Sep. 30, 2013	Nov. 19, 2013
Document And Entity Information	'	'
Entity Registrant Name	'Sanomedics International Holdings, Inc	'
Entity Central Index Key	'0001501972	'
Document Type	'10-Q	'
Document Period End Date	30-Sep-13	'
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	'	33,118,592
Document Fiscal Period Focus	'Q3	'
Document Fiscal Year Focus	'2013	'

Consolidated_Balance_Sheets_Un

Consolidated Balance Sheets (Unaudited) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Current Assets	'	'
Cash	$93,314	$26,084
Accounts receivable, net	866,453	8,117
Inventories	290,625	2,171
Employee receivables	4,850	'
Prepaid expenses	2,635	'
Total Current Assets	1,257,877	36,372
Fixed assets, net	95,426	17,049
Other Assets	'	'
Goodwill	2,891,635	'
Non-Compete	200,000	'
Patents, net	33,061	36,796
Deposit	10,945	'
Total Other Assets	3,135,641	36,796
Total Assets	4,488,944	90,217
Current Liabilities	'	'
Accrued salaries payable	706,569	1,290,516
Accounts payable and other liabilities	968,952	243,836
Accrued interest payable	293,499	217,001
Bank debt	244,923	'
Convertible notes payable, net of discount, current portion	214,438	4,688
Acquisition notes payable, current portion	1,286,000	'
Vendor leases payable	167,958	'
Installment notes payable, current	7,716	'
Derivative liabilities	1,293,517	40,697
Due to related parties	150,610	65,738
Notes payable - related parties, current portion	'	1,379,427
Total Current Liabilities	5,334,182	3,241,903
Notes payable - related parties net of discount, net of current portion	2,149,035	'
Installment notes payable, net of current portion	41,404	'
Acquisition notes payable, net of current portion	664,000	'
Convertible notes payable, net of discount, net of current portion	'	12,500
Total Liabilities	8,188,621	3,254,403
Commitments and Contingencies	'	'
Stockholders' Deficit	'	'
Preferred stock, $0.001 par value: 1,000 shares authorized, issued and outstanding as of September 30, 2013 and December 31, 2012, respectively	1	1
Common stock, $0.001 par value: 250,000,000 shares authorized, 27,326,723 and 20,403,586 issued and outstanding as of September 30, 2013 and December 31, 2012 respectively.	27,327	20,404
Additional paid in capital	7,853,042	5,748,691
Stock subscription receivable	-20,000	-20,000
Accumulated deficit	-11,560,047	-8,913,282
Total Stockholders' Deficit	-3,699,677	-3,164,186
Total Liabilities and Stockholders' Deficit	$4,488,944	$90,217

Consolidated_Balance_Sheets_Un1

Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Stockholders' Deficit	'	'
Preferred stock, par value	$0.00	$0.00
Preferred stock, shares authorized	1,000	1,000
Preferred stock, shares issued	1,000	1,000
Preferred stock, shares outstanding	1,000	1,000
Common stock, par value	$0.00	$0.00
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	27,326,723	20,403,586
Common stock, shares outstanding	27,326,723	20,403,586

Consolidated_Statements_of_Ope

Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Consolidated Statements Of Operations	'	'	'	'
Revenues, net	$422,827	$934	$543,906	$35,962
Cost of goods sold	299,111	6,130	332,702	40,822
Gross profit (loss)	123,716	-5,196	211,204	-4,860
Operating expenses	'	'	'	'
General and administrative	466,498	617,969	920,305	1,370,685
Research and development	24,250	'	77,750	8,500
Stock compensation	93,000	204,888	348,738	369,751
Depreciation and amortization	2,711	1,073	6,509	3,195
Total operating expenses	586,459	823,930	1,353,302	1,752,131
Loss from operations	-462,743	-829,126	-1,142,098	-1,756,991
Other income (expense)	'	'	'	'
Amortization of debt discount	-131,621	'	-185,958	'
Derivative expense	-270,807	'	-3,101,605	'
Unrealized gain on fair value of derivatives	796,727	'	1,844,355	'
Interest expense	-8,344	-35,457	-61,459	-144,413
Total other income (expense)	385,955	-35,457	-1,504,667	-144,413
Net income (loss) before income taxes	-76,787	-864,583	-2,646,765	-1,901,404
Income taxes	'	'	'	'
Net loss	($76,787)	($864,583)	($2,646,765)	($1,901,404)
Net loss per share - basic and diluted	$0	($0.06)	($0.16)	($0.13)
Weighted average number of shares outstanding during the period - basic and diluted	21,214,765	14,369,139	16,672,586	14,313,131

Consolidated_Statements_of_Cas

Consolidated Statements of Cash Flows (USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES	'	'
Net loss	($2,646,765)	($1,901,404)
Adjustments to reconcile net loss to net cash used in operating activities:	'	'
Depreciation and amortization	6,509	3,195
Stock compensation	348,738	515,853
Reserve for bad debts	25,575	'
Reserve for obsolete and slow moving inventory	87,437	'
Amortization of debt discount on convertible notes	185,958	'
Derivative expense	3,101,605	'
Unrealized gain on fair value of derivative liabilities	-1,844,355	'
Changes in operating assets and liabilities, net of acquisition:	'	'
Accounts receivable	-86,226	345
Inventory	-130,500	34,442
Other current assets	-9,335	1,926
Deposits	-13,892	'
Bank overdraft	'	-4,522
Accrued salaries payable	119,392	574,468
Accounts payable and other liabilities	275,327	5,922
Accrued interest payable	76,499	142,466
Due to related parties	84,872	46,889
Net Cash Used In Operating Activities	-419,161	-580,420
CASH FLOWS FROM INVESTING ACTIVITIES:	'	'
Purchase of fixed assets	-162,302	'
Payment on acquisition of Prime Time Medical	-400,000	'
Net Cash Used In Investing Activities	-562,302	'
CASH FLOWS FROM FINANCING ACTIVITIES	'	'
Proceeds from notes - related parties	694,992	174,000
Net payments on vendor and installment notes	-21,299	'
Issuance of stock subscriptions payable	'	102,500
Sale of common stock	'	238,000
Proceeds from convertible notes payable	375,000	75,000
Net Cash Provided By Financing Activities	1,048,693	589,500
Net increase in cash	67,230	9,080
Cash - beginning of period	26,084	'
Cash - end of period	93,314	9,080
Supplemental Disclosure of Cash Flow Information	'	'
Cash paid during the period for: Income taxes	'	'
Cash paid during the period for: Interest	'	'
Non-cash Financing transactions:	'	'
Common stock issued to consultants for services	189,343	'
Common stock issued for conversion of debt, net of derivative	102,985	'
Conversion of debt to equity	'	1,758,310
Common stock issued for acquisition	750,000	'
Accrued salaries payable converted to convertible promissory note - officer	$703,339	'

ORGANIZATION_AND_BASIS_OF_PRES

ORGANIZATION AND BASIS OF PRESENTATION	9 Months Ended
	Sep. 30, 2013
Notes to Financial Statements	'
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION	'
	Sanomedics International Holdings, Inc. (referred to herein as “we”, “us”, “our” or the “Company”) formerly Grand Niagara Mining and Development Co, Inc. ("Grand Niagara") was originally incorporated in the state of Idaho in 1955 and re-domiciled in the state of Delaware on April 6, 2009. The Company, through its subsidiaries, designs, develops, markets and distributes non-invasive infrared thermometers principally for consumers and medical professionals.
	On August 30, 2013, the Company acquired all the capital stock of Prime Time Medical, Inc (“Prime Time”), a Florida corporation for total purchase consideration of $3,100,000. Prime Time is a Durable Medical Equipment provider of home medical equipment with products such as power wheel chairs with specialization in complex rehab products, respiratory equipment including oxygen concentrators and nebulizer compressors, walkers, commodes, manual wheelchairs and support surface products for wound care management, servicing customers throughout West Central Florida.
	The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the full year.
	The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, which include Thermomedics, Inc. (since July 2009), and Prime Time (since September 2013). All significant inter-company accounts and transactions have been eliminated in consolidation.
	The unaudited interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited consolidated financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the fiscal year ended December 31, 2012. The interim results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results for the full fiscal year.

SUMMARY_OF_SIGNIFICANT_ACCOUNT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2013
Notes to Financial Statements	'
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	'
	Principles of Consolidation
	All significant intercompany accounts and transactions have been eliminated in consolidation. The Company consolidates the following companies:
	·	Thermomedics Inc.
	·	Anovent, Inc.
	·	Prime Time Medical, Inc.
	Use of Estimates
	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
	Accounts Receivable
	The Company reports accounts receivable net of estimated allowances for uncollectible accounts and adjustments. Accounts receivable are uncollateralized and primarily consist of amounts due from Medicare, other third-party payors, and patients. To provide for accounts receivable that could become uncollectible in the future, the Company establishes an allowance for uncollectible accounts to reduce the carrying amount of such receivables to their estimated net realizable value. The credit risk for other concentrations of receivables is limited due to the significance of Medicare as the primary payor. The Company believes the credit risk associated with its Medicare accounts, which have historically exceeded 60% of its patient accounts receivable, is limited due to (i) the historical collection rate from Medicare and (ii) the fact that Medicare is a U.S. government payor. The Company does not believe that there are any other concentrations of receivables from any particular payor that would subject it to any significant credit risk in the collection of accounts receivable.
	Inventories
	Inventories are stated at the lower of cost (on a first-in, first-out basis) or market value. The stated cost is comprised of finished goods of non-invasive thermometers, and Durable Medical Equipment from its recent acquisition of Prime Time which includes power wheel chairs with specialization in complex rehab products, respiratory equipment including oxygen concentrators and nebulizer compressors, walkers, commodes, manual wheelchairs and support surface products for wound care management.  Reserves, if necessary, are recorded to reduce inventory to market value based on assumptions about consumer demand, current inventory levels and product life cycles for the various inventory items. These assumptions are evaluated quarterly and are based on the Company’s business plan and from feedback from customers and the product development team; however, as the Company has a fairly limited operating history, estimates can vary significantly. We review the components of inventory on a regular basis for excess, obsolete and impaired inventory based on estimated future usage and sales. The likelihood of any material inventory write-downs depends on changes in competitive conditions, new product introductions by us or our competitors, or rapid changes in customer demand.
	Reserves for Warranty
	The Company records a reserve for non-invasive thermometers at the time product revenue is recorded based on historical rates.  The reserve is reviewed during the year and is adjusted, if appropriate, to reflect new product offerings or changes in experience. Actual warranty claims are tracked by product line. The warranty reserve was approximately $1,000 at September 30, 2013 and December 31, 2012.
	Fixed Assets
	Fixed assets are stated at cost, less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which is generally three to ten years. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in other income or expense.
	The Company will periodically evaluate whether events and circumstances have occurred that may warrant revision of the estimated useful lives of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company  uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability.

LIQUIDITY_AND_GOING_CONCERN

LIQUIDITY AND GOING CONCERN	9 Months Ended
	Sep. 30, 2013
Notes to Financial Statements	'
NOTE 3 - LIQUIDITY AND GOING CONCERN	'
	The condensed consolidated financial statements have been prepared on a going concern basis, and do not reflect any adjustments related to the uncertainty surrounding our recurring losses or accumulated deficit.
	The Company currently has limited revenue and is experiencing recurring losses. These factors raise substantial doubt about its ability to continue as a going concern. Management has financed the Company's operations principally through loans from an affiliate of the Company’s former CEO, who is also one of the principal shareholders. Through September 30, 2013, the Company obtained its liquidity principally from approximately $694,000 of cash advances from an affiliate of the former Chairman and CEO and the Company's principal shareholder and, $375,000 from third party borrowings. The Company may need to continue borrowings from an affiliate of the former Chairman and CEO and the Company's principal shareholder and will also need to raise additional capital. However, management cannot provide any assurances that the Company will be successful in completing this financing and accomplishing any of its plans.
	The ability of the Company to continue as a going concern is dependent upon continued financial commitments from related parties and eventually secure other sources of financing in addition to those funds provided by its affiliate and attain profitable operations. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

ACQUISITION

ACQUISITION	9 Months Ended
	Sep. 30, 2013
Notes to Financial Statements	'
NOTE 4 - ACQUISITION	'
	Pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement ”) with Prime Time and Mark R. Miklos, the sole equity holder of Prime Time (“Miklos”), on August 30, 2013 the Company acquired a 100% interest  and assumed full financial and operational control of Prime Time for a total purchase price of $3,100,000, subject to certain adjustments as summarized herein. The purchase price consisted of a combination of $1,350,000 in cash, promissory notes of $1,000,000 and shares of the Company’s restricted common stock with a value of $750,000.
	On August 30, 2013, the Company issued two promissory notes (the “Prime Time Notes A and B”) to Miklos in the aggregate principal amount of $1,000,000. Prime Time Note A in the principal amount of $500,000 bears interest at 5% per annum, with monthly payments of principal and interest, and matures three years after the closing date.  Prime Time Note B in the principal amount of $500,000  bears interest at 5% per annum, with annual payments of interest and principal payable annually over two years from the date of closing provided; however, that the principal balance of Prime Time Note B (and the respective annual payment) shall be reduced if: (i) the earnings before income taxes, depreciation and amortization (“EBITDA”) for the fiscal year ended December 31, 2013 is less than $975,000; and/or (ii) the EBITDA for the fiscal year ended December 31, 2014 is less than $975,000. At Miklos’ option, Prime Time Note B can be paid in shares of common stock of the Company on terms acceptable to Miklos and the Company. These notes have been presented as acquisition notes payable in the accompanying September 30, 2013 consolidated balance sheet.
	On September 3, 2013, the Company issued 531,250 shares of its restricted common stock with a value of $750,000 in compliance with the share requisite of the Stock Purchase Agreement. Additionally the Company entered into an employment agreement with the Seller for certain management services and; also contains a covenant of the Seller not to compete with the Company for a two year period.
	As of September 30, 2013, the balance of amounts owed on the purchase price of $950,000 has been presented as a current liability in the accompanying September 30, 2013 consolidated balance sheet.
	The Purchase Agreement further provided that the Company will engage its independent registered public accounting firm to conduct an audit of Prime Time’s financial statements for the years ended December 31, 2011 and 2012. If, for any reason the audit cannot be concluded, the Company will not be required to pay any amounts due under Notes A or B and such notes will be cancelled. The Company, however, has no right to receive a refund of the cash portion of the purchase price as tendered or to effect a cancellation of the Shares. In addition, if Prime Time’s total asset value at December 31, 2012 as determined in accordance with the audited financial statements is less than the value set forth on the financial statements previously provided to the Company, the purchase price will be reduced by such amount on a dollar for dollar basis through a return of a number of Shares equal to such deficiency, and, if the deficiency is greater than the Original Issue Price, through a set off of the amount which will be due under Note A.
	The purchase price was allocated to the assets acquired and liabilities assumed as follows:
	Assets Acquired	$	1,313,759
	Liabilities assumed		(1,305,394	)
	Intangibles:
	Value assigned to Non-compete agreement		200,000
	Goodwill		2,891,635
	Total purchase price	$	3,100,000
	Unaudited pro forma results of operations data as if the Company and Prime Time Medical had occurred as of January 1, 2011 are as follows:
		Year Ended			Year Ended			Nine Months Ended
		2011			2012			9/30/13
	Revenue	$	2,480,010		$	3,660,353		$	3,365,260
	Loss from operations	$	(3,096,171	)	$	(1,493,030	)	$	(1,852,283	)
	Net loss	$	(3,289,299	)	$	(1,782,153	)	$	(3,391,061	)
	Net loss per share-basic and diluted	$	(0.24	)	$	(0.12	)	$	(0.20	)
	Pro forma data does not purport to be indicative of the results that would have been obtained had these events actually occurred at January 1, 2011 and is not intended to be a projection of future results.

NOTES_PAYABLE_RELATED_PARTY

NOTES PAYABLE -RELATED PARTY	9 Months Ended
	Sep. 30, 2013
Notes to Financial Statements	'
NOTE 5 - NOTES PAYABLE -RELATED PARTY	'
			September 30,		December 31,
			2013		2012
	Notes Payable consists of the following:
	Secured Convertible Promissory Note - CLSS Holdings, LLC, dated September 30, 2010. Note accrues interest at 9% per annum, due and payable on March 31, 2015 (A)( C)		$	100,000	$	181,000
	Secured Convertible Promissory Note - CLSS Holdings, LLC, dated March 12, 2011. Note accrues interest at 9% per annum, due and payable on March 31, 2015.			367,000		367,000
	Secured Convertible Promissory Note - CLSS Holdings, LLC, dated September 30, 2011. Note accrues interest at 9% per annum, due and payable on March 31, 2015, (A)			220,000		220,000
	Secured Convertible Promissory Note - CLSS Holdings, LLC, dated March 12, 2011. Note accrues interest at 7.5% per annum, due and payable on March 31, 2015.			334,787		334,787
	Convertible Promissory Note-Officer, dated June 17, 2013. Note accrues interest at 9% per annum, due and payable on March 30, 2015, net of discount of $589,722 Refer to Note 7.
				113,617		-
	Total			1,135,404		1,102,787
	Other advances from CLSS Holdings, LLC, not evidenced by a promissory note (A)			1,013,631		276,640
				2,149,035		1,379,427
	Less: Current portion			-		1,379,427
	Notes Payable-related parties		$	2,149,035	$	-
	The secured convertible promissory notes above are collateralized by substantially all the assets of the Company and are convertible, at the holder's option, into common shares of the Company at a fixed conversion price of $0.50 per share. CLSS is wholly owned by the Company's Former CEO who also is a principal shareholder of the Company.
	(A)	On May 9, 2013, the Company and an affiliate of the Company’s former CEO agreed to terminate each of the above listed convertible notes and issue a single replacement convertible note that includes the obligations currently provided together with the advances and accrued interest of $238,868. The original convertible notes were not delivered to the Company and accordingly, the replacement note was not issued and voided. On August 13, 2013 an agreement was executed covering these Notes to extend the maturity of these Notes to March 31, 2015.
	(B)	On June 17, 2013, the Company and its President and a principal stockholder of the Company and a Director agreed to convert accrued salary totaling $703,339 into a long term convertible note as reflected above. The Note is convertible, at the holder's option, into common shares of the Company at a fixed conversion price of $0.50 per share.
	(C)	On August 12, 2013 and September 17, 2013, $81,000 was assigned by the holder to seven  third parties, which subsequently converted to 1,265,535 and 6,000,000 shares of common stock, respectively, see Notes 6 and 9.

CONVERTIBLE_NOTES_PAYABLE

CONVERTIBLE NOTES PAYABLE	9 Months Ended
	Sep. 30, 2013
Notes to Financial Statements	'
NOTE 6 - CONVERTIBLE NOTES PAYABLE	'
	On August 24, 2012, the Company executed a convertible note for $75,000. The convertible note is unsecured and has a maturity date of August 24, 2014. Interest will accrue at 9% per annum until paid or maturity and is convertible into common shares at a fixed convertible price of $0.50 per share. In the event that the Company undertakes financing while this debt is unpaid, the holder shall have the right to convert at the lessor of the offering price or the fixed conversion price. As of September 30, 2013 and December 31, 2012, the convertible note amounted to $40,625 and $12,500, net of unamortized discounts of $34,375 and $62,500, respectively.
	On December 6, 2012, the Company entered into a Securities Purchase Agreement and convertible promissory note (“Note”) in the principal amount of $37,500. The Note, which was due on August 29, 2013, bears interest at 8% per annum until paid or to maturity was converted on June 11, 2013 and June 18, 2013 into a total of 29,128 shares of the Company’s common stock at a conversion price equal to a 42% discount to the average of the lowest three closing bid prices of the common stock during the 10 trading days prior to conversion or $1.36 and $1.36 per share. As of September 30, 2013 and December 31, 2012, the convertible note amounted to $ -0- and $4,688, net of unamortized discount of $37,500 and $32,812, respectively.
	On June 17, 2013, the Company entered into a Promissory Note (the “Note”) with a third party lender (“Lender”) in the principal amount up to $500,000. On June 19, 2013, the Lender executed the Note and funded the Company an initial tranche of $150,000 pursuant to the terms thereof. The principal sum of the Note carries a $50,000 original issue discount (“OID”) , which is prorated based on the consideration paid by the lender. The maturity date of each tranche funded under the Note is one year from the date of each payment by the Lender. The principal amount of the Note due is prorated based upon the consideration actually paid to us, plus a 10% OID, and we are only obligated to repay the amount of the funded Note, together with interest and fees. The Note may be prepaid by us at any time on or before 90 days from the date of issue interest free. After the initial 90 day period the Note bears a one-time interest charge of 12% applied to the principal sum. All principal and accrued interest on the Note is convertible into shares of the Company’s common stock at the election of the Lender at any time at a conversion price of the lesser of $2.75 or 70% of the lowest trade price in the 25 trading days prior to conversion. At all times while the Note is outstanding we agreed to reserve from our authorized but unissued shares of common stock 550,000 shares for the possible conversion of the Note; plus provide registration rights. As of September 30, 2013, the Note amounted to $89,483, net of unamortized discount of $60,517.
	On August 27, 2013, the Company entered into a Securities Purchase Agreement and convertible promissory note (“Note”) in the principal amount of $73,500. The Note, which is due on May 29, 2014, bears interest at 8% per annum until paid or to maturity. The Company received the funds on August 30, 2013 net of $3,500 in legal fees. The Note conversion is at the election of the lender at any time after 180 days from issuance date of the Note at a conversion price equal to a 42% discount to the average of the lowest three closing bid prices of the common stock during the 10 trading days prior to conversion. As of September 30, 2013, the Note amounted to $9,900, net of unamortized discount of $63,600.
	On September 9, 2013 the Company negotiated the reclassification of $68,675 in legal services recorded originally in accounts payable into a Convertible Note (“Note”) with a maturity date of June 9, 2014, bearing interest at 8% per annum. The Note conversion is at the election of the lender at any time up to maturity at a conversion price equal to a 10% discount to the average of the lowest three closing bid prices of the common stock during the 10 trading days prior to conversion. As of September 30, 2013 the Note amounted to $68,675.
	On September 18, 2013, the Company entered into a Securities Purchase Agreement and convertible promissory note (“Note”) in the principal amount of $40,000. The Note, which is due on September 18, 2014, bears interest at 9% per annum until paid or to maturity. The Company received the funds on September 25, 2013 net of $1,500 in legal fees. The Note conversion is at the election of the lender at any time after 180 days from issuance date of the Note at a conversion price equal to a 50% discount to the average of the lowest three closing bid prices of the common stock during the 10 trading days prior to conversion. As of September 30, 2013, the Note amounted to $2,637, net of unamortized discount of $37,363.
	On September 20, 2013, the Company entered into a convertible promissory note (“Note”) in the principal amount of $36,500. The Note, which is due on June 20, 2014, bears interest at 8% per annum until paid or to maturity. The Company received the funds on September 19, 2013 net of $1,500 in legal fees. The Note conversion is at the election of the lender at any time after 180 days from issuance date of the Note at a conversion price equal to a 45% discount to the average of the lowest three closing bid prices of the common stock during the 10 trading days prior to conversion. As of September 30, 2013, the Note amounted to $1,337, net of unamortized discount of $35,163.
	In accordance with ASC 470-20 Debt with Conversion and Other Options, the Company recorded total discounts of $268,518 and $-0- for the beneficial conversion features of the convertible debts incurred during the periods ended September 30, 2013 and September 30, 2012, respectively. The discounts are being amortized to interest expense over the term of the notes using the effective interest method. The Company recorded $185,958 and $-0- of interest expense pursuant to the amortization of the note discounts for the nine months ended September 30, 2013 and for the nine months  ended September 30, 2012, respectively; and $131,621 and $-0- for the three months ended September 30, 2013 and September 30, 2012.

DERIVATIVE_LIABILITIES

DERIVATIVE LIABILITIES	9 Months Ended
	Sep. 30, 2013
Notes to Financial Statements	'
NOTE 7 - DERIVATIVE LIABILITIES	'
	The Company analyzed the related party convertible note-officer and convertible promissory notes referred to in Notes 5 and 6 based on the provisions of ASC 815-15 and determined that the conversion options of the convertible notes qualify as embedded derivatives.
	The fair value upon inception of the embedded derivatives are determined to total $3,101,605 and recorded as embedded derivative liabilities. The embedded derivatives are revalued at the end of each reporting period and any resulting gain or loss is recognized as a current period charge to the statement of operations.
	The Company accounts for the embedded conversion features included in its common stock as well as derivative liabilities. The aggregate fair value of derivative liabilities as of September 30, 2013 and December 31, 2012 amounted to $1,293,517 and $40,697, respectively. The net decrease of $1,844,355 in the fair value of the derivative liabilities between the respective periods is included in other income as an unrealized gain on fair value of derivatives.

COMMITMENTS_AND_CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2013
Notes to Financial Statements	'
NOTE 8 - COMMITMENTS AND CONTINGENCIES	'
	Litigation
	From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business.
	On May 21, 2013, Exergen Corporation commenced legal action in the United States District Court for the District of Massachusetts against us, claiming infringement of certain intellectual property. Exergen is seeking various types of relief, including an injunction against further infringement of certain intellectual property. Given the inherent uncertainty and unpredictability of litigation and due to the early status of this legal action, no range of loss or possible loss can be reasonably estimated at this time. However, we do not expect the outcome of this matter to have a material adverse effect on our consolidated financial statements when taken as a whole. As of September 30, 2013, and the date of this filing, no amount is accrued as a loss and is not considered probable or estimable.

STOCKHOLDERS_DEFICIT

STOCKHOLDERS' DEFICIT	9 Months Ended
	Sep. 30, 2013
Notes to Financial Statements	'
NOTE 9 - STOCKHOLDERS' DEFICIT	'
	Common stock
	On February 9, 2013, the Company issued a total of 50,000 shares of common stock to two consultant for services valued at $1.15 per share. As a result, the Company recorded stock compensation in the amount of $57,500 for the three months ended March 31, 2013.
	On June 28, 2013, the Company issued a total of 25,895 shares of common stock to a public relations firm as settlement of its services valued at $1.50 per share. As a result, the Company recorded stock compensation in the amount of $38,842 for the three months ended June 30, 2013.
	On June 11, 2013 and June 28, 2013, in connection with a Securities Purchase Agreement and convertible promissory note (“Note”) in the principal amount of $37,500, the Company converted the Note into a total of 29,128 shares of the Company’s common stock at a conversion price of $1.36  per share.
	On August 12, 2013, pursuant to a portion of Convertible Note due to CLSS originally at $220,000 and sold to six (6) third parties by the original holder in the principal amount of $6,000, the Company converted the Note into a total of 6,000,000 shares of the Company’s common stock and issued to the six (6) parties for investor relation services valued at $6,000. The Company has instructed its transfer agent to place a stop and cancel 1,250,000 shares for failure of services performed.
	On September 3, 2013, the Company issued 531,250 shares of common stock to Mark R. Miklos valued at $750,000 in connection with the acquisition of Prime Time .
	On September 5, 2013, Redstone Investment Group, LLC was issued 75,000 shares of common stock for consulting services performed valued at $1.24 per share. As a result, the Company recorded stock compensation in the amount of $93,000 for the three months ended September 30, 2013.
	On September 23, 2013, in connection with a Securities Purchase Agreement and convertible promissory note (“Note”) in the principal amount of $75,000, the Company converted $25,000 of the Note into a total of 211,864 shares of the Company’s common stock at a conversion price of $0.118 per share.
	Stock Options
	On March 7, 2013, the Company granted to its Chief Technology Officer 150,000 seven-year stock options with an exercise price of $0.50 per share. The Company determined that the fair value of the options was approximately $159,000 using the Black Scholes method and recorded as stock compensation in the accompanying condensed consolidated financial statements.

PENDING_ACQUISITION

PENDING ACQUISITION	9 Months Ended
	Sep. 30, 2013
Notes to Financial Statements	'
NOTE 10 - PENDING ACQUISITION	'
	On July 10, 2013, the Company entered into an Equity Purchase Agreement (the “Equity Purchase Agreement ”) with Duke Medical Equipment LLC, a Texas limited liability company (“Duke Medical”) and Vann R. Duke, the sole equity holder of Duke (“Duke”). Duke Medical is a Durable Medical Equipment provider of home medical equipment servicing consumers throughout the Houston and Galveston, Texas area.
	Pursuant to the Equity Agreement, at the closing Duke will transfer to the Company all the membership interest of Duke Medical for an aggregate purchase price of $7,000,000, subject to certain adjustments as summarized herein. The purchase price will be paid in a combination of cash, promissory notes and shares of the Company’s common stock. On the closing date the Company will make a total cash payment to the Seller of $2,000,000.
	Additionally, at closing, the Company will issue two additional promissory notes (the “Duke Medical Notes A and B”) to Duke in the aggregate principal amount of $2,000,000. Duke Medical Note A in the principal amount of $1,000,000 will bear interest at 5% per annum, with monthly payments of principal and interest, and will mature eighteen (18) months after the closing date. Duke Medical Note B in the principal amount of $1,000,000 will bear interest at 5% per annum, with annual payments of interest and principal payable annually over two years from the date of closing provided; however, that the principal balance of Duke Medical Note B (and the respective annual payment) shall be reduced if: (i) EBITDA for the fiscal year ended December 31, 2013 is less than $1,500,000; and/or (ii) the EBITDA for the fiscal year ended December 31, 2014 is less than $1,500,000. At Duke’s option, Duke Medical Note B can be paid in shares of common stock of the Buyer on terms acceptable to Duke and the Company.
	Total consideration also includes $3,000,000 in the form of shares, with the number of shares to be issued to be determined at closing by dividing $3,000,000 by the average of the closing bid price for the Company’s common stock as quoted on the OTC Bulletin Board, the OTC Pink Sheets or other similar quotation system, as applicable, for the five (5) trading days immediately preceding the closing (the “Duke Medical Original Issuance Price”).
	The Equity Purchase Agreement also requires the Company to enter at closing into employment agreements with Duke and his spouse for certain management services and; also contains a covenant of Duke and his spouse not to compete with the Company for a two year period.
	The Equity Purchase Agreement further provides that the Company will engage its independent registered public accounting firm to conduct an audit of Duke Medical’s financial statements for the years ended December 31, 2011 and 2012. If, for any reason the audit cannot be concluded, the Company will not be required to pay any amounts due under the Duke Medical Notes A or B and such notes will be cancelled. The Company, however, has no right to receive a refund of the cash portion of the purchase price as tendered or to effect a cancellation of the Shares.
	In addition, if Duke Medical’s total asset value at December 31, 2012 as determined in accordance with the audited financial statements is less than the value set forth on the financial statements previously provided to the Company, the purchase price will be reduced by such amount on a dollar for dollar basis through a return of a number of Shares equal to such deficiency, and, if the deficiency is greater than the Duke Medical Original Issue Price, through a set off of the amount which will be due under Duke Medical Note A.

SUBSEQUENT_EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2013
Notes to Financial Statements	'
NOTE 11 - SUBSEQUENT EVENTS	'
	Financing:
	During October 2013, the Company entered into four (4) separate Securities Purchase Agreements and convertible promissory notes (“Notes”) with three (3) companies for total principal amount of $287,750. The Notes, which are due ranging from July 2014 and October 2014, bear interest ranging from 6% to 12% per annum until paid or to maturity. The Note conversions are at the election of the lenders at any time at  conversion prices equal ranging from 40% to 50% discount to the average of the lowest two to three closing bid prices of the common stock during the 10 to 25 trading days prior to conversion. A portion of one of the notes for $75,000 was converted on October 18, 2013 for 611,246 shares and on November 12, 2013 for 1,138,952 shares, leaving a balance of $50,000 on the Note.
	Share Issuances:
	On October 29, 2013, the Company’s Board of Directors authorized the issuance of 3,000,000 shares to CLSS Holdings, LLC, a company wholly owned by a former director and officer of the Company, issued in connection and in partial consideration, for the amendment of extension of maturity of certain promissory notes held by the Company in favor of CLSS.
	On October 30, 2013, the Board of Directors and holders of a majority of the Company’s outstanding voting securities approved resolutions granting the Board of Directors the authority to effect a reverse stock split of all of the outstanding shares of our common stock at a ratio of up to one for 15 (1:15) at any time prior to October 30, 2014.  The timing and final ratio of the reverse split is to be determined by the Board of Directors in their sole authority.  On November 11, 2013 the Company filed a Definitive Information Statement on Schedule 14C with the Securities and Exchange Commission regarding this action.  The Company expects the Board to finalize the ratio and timing for the reverse split in the near future, with an expected effective date in December 2013.  The Company will file a Current Report on Form 8-K with the SEC when these actions have been finalized.
	Other:
	On October 31, 2013, Prime Time received a letter from the designated Medicare Contractor notifying Prime Time that effective October 16, 2013 all claims for reimbursement have been selected for a comprehensive medical review of its billings for Medicare services pursuant to the Medicare Contractors statutory and regulatory authority.
	Management has evaluated the subsequent events through November 20, 2013, the date at which the condensed consolidated financial statements were available for issue.

SUMMARY_OF_SIGNIFICANT_ACCOUNT1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2013
Notes to Financial Statements	'
Principles of Consolidation	'
	All significant intercompany accounts and transactions have been eliminated in consolidation. The Company consolidates the following companies:
	·	Thermomedics Inc.
	·	Anovent, Inc.
	·	Prime Time Medical, Inc.
Use Of Estimates	'
	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Accounts Receivable	'
	The Company reports accounts receivable net of estimated allowances for uncollectible accounts and adjustments. Accounts receivable are uncollateralized and primarily consist of amounts due from Medicare, other third-party payors, and patients. To provide for accounts receivable that could become uncollectible in the future, the Company establishes an allowance for uncollectible accounts to reduce the carrying amount of such receivables to their estimated net realizable value. The credit risk for other concentrations of receivables is limited due to the significance of Medicare as the primary payor. The Company believes the credit risk associated with its Medicare accounts, which have historically exceeded 60% of its patient accounts receivable, is limited due to (i) the historical collection rate from Medicare and (ii) the fact that Medicare is a U.S. government payor. The Company does not believe that there are any other concentrations of receivables from any particular payor that would subject it to any significant credit risk in the collection of accounts receivable.
Inventories	'
	Inventories are stated at the lower of cost (on a first-in, first-out basis) or market value. The stated cost is comprised of finished goods of non-invasive thermometers, and Durable Medical Equipment from its recent acquisition of Prime Time which includes power wheel chairs with specialization in complex rehab products, respiratory equipment including oxygen concentrators and nebulizer compressors, walkers, commodes, manual wheelchairs and support surface products for wound care management.  Reserves, if necessary, are recorded to reduce inventory to market value based on assumptions about consumer demand, current inventory levels and product life cycles for the various inventory items. These assumptions are evaluated quarterly and are based on the Company’s business plan and from feedback from customers and the product development team; however, as the Company has a fairly limited operating history, estimates can vary significantly. We review the components of inventory on a regular basis for excess, obsolete and impaired inventory based on estimated future usage and sales. The likelihood of any material inventory write-downs depends on changes in competitive conditions, new product introductions by us or our competitors, or rapid changes in customer demand.
Reserves for Warranty	'
	The Company records a reserve for non-invasive thermometers at the time product revenue is recorded based on historical rates.  The reserve is reviewed during the year and is adjusted, if appropriate, to reflect new product offerings or changes in experience. Actual warranty claims are tracked by product line. The warranty reserve was approximately $1,000 at September 30, 2013 and December 31, 2012.
Fixed Assets	'
	Fixed assets are stated at cost, less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which is generally three to ten years. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in other income or expense.
	The Company will periodically evaluate whether events and circumstances have occurred that may warrant revision of the estimated useful lives of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company  uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability.

ACQUISITION_Tables

ACQUISITION (Tables)	9 Months Ended
	Sep. 30, 2013
Notes to Financial Statements	'
Purchase price for allocation to the assets acquired and liabilities assumed	'
	The purchase price was allocated to the assets acquired and liabilities assumed as follows:
	Assets Acquired	$	1,313,759
	Liabilities assumed		(1,305,394	)
	Intangibles:
	Value assigned to Non-compete agreement		200,000
	Goodwill		2,891,635
	Total purchase price	$	3,100,000
Unaudited pro forma results of operations data,The Company and Prime Time Medical occurred	'
	Unaudited pro forma results of operations data as if the Company and Prime Time Medical had occurred as of January 1, 2011 are as follows:
		Year Ended			Year Ended			Nine
		2011			2012			Months Ended
								9/30/13
	Revenue	$	2,480,010		$	3,660,353		$	3,365,260
	Loss from operations	$	(3,096,171	)	$	(1,493,030	)	$	(1,852,283	)
	Net loss	$	(3,289,299	)	$	(1,782,153	)	$	(3,391,061	)
	Net loss per share-basic and diluted	$	(0.24	)	$	(0.12	)	$	(0.20	)

NOTES_PAYABLE_RELATED_PARTY_Ta

NOTES PAYABLE -RELATED PARTY (Tables)	9 Months Ended
	Sep. 30, 2013
Notes Payable -Related Party Tables	'
Schedule of Notes payable	'
		September 30,		December 31,
		2013		2012
	Notes Payable consists of the following:
	Secured Convertible Promissory Note - CLSS Holdings, LLC, dated September 30, 2010. Note accrues interest at 9% per annum, due and payable on March 31, 2015 (A)( C)	$	100,000	$	181,000
	Secured Convertible Promissory Note - CLSS Holdings, LLC, dated March 12, 2011. Note accrues interest at 9% per annum, due and payable on March 31, 2015.		367,000		367,000
	Secured Convertible Promissory Note - CLSS Holdings, LLC, dated September 30, 2011. Note accrues interest at 9% per annum, due and payable on March 31, 2015, (A)		220,000		220,000
	Secured Convertible Promissory Note - CLSS Holdings, LLC, dated March 12, 2011. Note accrues interest at 7.5% per annum, due and payable on March 31, 2015.		334,787		334,787
	Convertible Promissory Note-Officer, dated June 17, 2013. Note accrues interest at 9% per annum, due and payable on March 30, 2015, net of discount of $589,722 Refer to Note 7.
			113,617		-
	Total		1,135,404		1,102,787
	Other advances from CLSS Holdings, LLC, not evidenced by a promissory note (A)		1,013,631		276,640
			2,149,035		1,379,427
	Less: Current portion		-		1,379,427
	Notes Payable-related parties	$	2,149,035	$	-

SUMMARY_OF_SIGNIFICANT_ACCOUNT2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Notes to Financial Statements	'	'
Warranty reserve	$1,000	$1,000

LIQUIDITY_AND_GOING_CONCERN_De

LIQUIDITY AND GOING CONCERN (Details Narrative) (USD $)	Sep. 30, 2013
Liquidity And Going Concern Details Narrative	'
Due to Officers or Stockholders	$694,000
Third party borrowings	$375,000

ACQUISITION_Details

ACQUISITION (Details) (USD $)	9 Months Ended
	Sep. 30, 2013
Notes to Financial Statements	'
Assets Acquired	$1,313,759
Liabilities assumed	-1,305,394
Intangibles:	'
Value assigned to Non-compete agreement	200,000
Goodwill	2,891,635
Total purchase price	$3,100,000

ACQUISITION_Deatils_1

ACQUISITION (Deatils 1) (USD $)	3 Months Ended		9 Months Ended			12 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Dec. 31, 2012	Dec. 31, 2011
					Prime Time Medical [Member]	Prime Time Medical [Member]	Prime Time Medical [Member]
Revenue	'	'	'	'	$3,365,260	$3,660,353	$2,480,010
Loss from operations	-76,787	-864,583	-2,646,765	-1,901,404	-1,852,283	-1,493,030	-3,096,171
Net loss	($76,787)	($864,583)	($2,646,765)	($1,901,404)	($3,391,061)	($1,782,153)	($3,289,299)
Net loss per share-basic and diluted	$0	($0.06)	($0.16)	($0.13)	($0.20)	($0.12)	($0.24)

ACQUISITION_Deatils_Narrative

ACQUISITION (Deatils Narrative) (USD $)	Sep. 30, 2013
Notes to Financial Statements	'
Current liability	$950,000

NOTES_PAYABLE_RELATED_PARTY_De

NOTES PAYABLE -RELATED PARTY (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Total Notes	$1,135,404	$1,102,787
Other advances from CLSS Holdings, Inc, LLC, not evidenced by a promissory Note	1,013,631	276,640
Notes payable - related party	2,149,035	1,379,427
Less: Current portion	'	1,379,427
Notes Payable-related parties	2,149,035	'
Secured Convertible Promissory Note September 30, 2010 [Member]	'	'
Total Notes	100,000	181,000
Secured Convertible Promissory Note March 12, 2011 [Member]	'	'
Total Notes	367,000	367,000
Secured Convertible Promissory Note September 30, 2011 [Member]	'	'
Total Notes	220,000	220,000
Secured Convertible Promissory Note One March 12, 2011 [Member]	'	'
Total Notes	334,787	334,787
Convertible Promissory Note June 17, 2013 [Member]	'	'
Total Notes	$113,617	'

CONVERTIBLE_NOTES_PAYABLE_Deta

CONVERTIBLE NOTES PAYABLE (Details Narrative) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Debt Instrument [Line Items]	'	'	'	'	'
Convertible note payable	'	'	'	'	$12,500
Beneficial conversion features of convertible debts	'	'	268,518	0	'
Interest expense	270,807	'	3,101,605	'	'
On August 24, 2012 [Member]	'	'	'	'	'
Debt Instrument [Line Items]	'	'	'	'	'
Convertible note payable	40,625	'	40,625	'	12,500
Percentage of interest rate on convertible note	0.00%	'	0.00%	'	9.00%
Unamortized discounts	34,375	'	34,375	'	62,500
On December 6, 2012 [Member]	'	'	'	'	'
Debt Instrument [Line Items]	'	'	'	'	'
Convertible note payable	0	'	0	'	4,688
Percentage of interest rate on convertible note	42.00%	'	42.00%	'	8.00%
Unamortized discounts	37,500	'	37,500	'	32,812
On June 17 2013 [Member]	'	'	'	'	'
Debt Instrument [Line Items]	'	'	'	'	'
Unamortized discounts	60,517	'	60,517	'	'
Note Payable	89,483	'	89,483	'	'
On August 27, 2013 [Member]	'	'	'	'	'
Debt Instrument [Line Items]	'	'	'	'	'
Unamortized discounts	63,600	'	63,600	'	'
Note Payable	9,900	'	9,900	'	'
On September 9, 2013 [Member]	'	'	'	'	'
Debt Instrument [Line Items]	'	'	'	'	'
Note Payable	68,675	'	68,675	'	'
On September 18, 2013 [Member]	'	'	'	'	'
Debt Instrument [Line Items]	'	'	'	'	'
Unamortized discounts	37,363	'	37,363	'	'
Note Payable	2,637	'	2,637	'	'
On September 20, 2013 [Member]	'	'	'	'	'
Debt Instrument [Line Items]	'	'	'	'	'
Unamortized discounts	35,163	'	35,163	'	'
Note Payable	$1,337	'	$1,337	'	'

DERIVATIVE_LIABILITIES_Details

DERIVATIVE LIABILITIES (Details Narrative) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Derivative Liabilities Details Narrative	'	'
Fair value of derivative liabilities	$1,293,517	$40,697

STOCKHOLDERS_DEFICIT_Details_N

STOCKHOLDERS' DEFICIT (Details Narrative) (USD $)	3 Months Ended
	Sep. 30, 2013
Stockholders Deficit Details Narrative	'
Stock compensation	$93,000