Sanomedics (SIMH) 10-Q 20 May 15 2015 Q1 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	3 Months Ended
	Mar. 31, 2015	18-May-15
Document And Entity Information
Entity Registrant Name	Sanomedics, Inc.
Entity Central Index Key	1501972
Document Type	10-Q
Document Period End Date	31-Mar-15
Amendment Flag	FALSE
Current Fiscal Year End Date	-19
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		18,003,735
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2015

Condensed_Consolidated_Balance

Condensed Consolidated Balance Sheets (USD $)	Mar. 31, 2015	Dec. 31, 2014
Current Assets
Cash	$42,122	$210,138
Accounts receivable, net	160,888	241,967
Inventories	33,843	22,472
Prepaid expenses	165,206	338,990
Total Current Assets	402,059	813,567
Fixed assets, net	13,540	20,040
Patents, net	6,836	11,836
Deposit	7,999	7,999
Total Assets	430,434	853,442
Current Liabilities
Accrued salaries payable	245,075	255,075
Accounts payable and other liabilities	451,955	477,133
Accrued interest payable	221,931	136,989
Accrual for contingencies on contract rescission	165,702	165,702
Current portion of notes payable - related parties net of debt discount	303,338
Convertible notes payable, net of debt discount	1,727,194	1,633,047
Derivative liabilities	1,884,381	2,771,414
Due to related parties	21,132	24,882
Total Current Liabilities	5,020,708	5,464,242
Notes payable - related parties net of discount, net of current portion	191,426	442,919
Total Liabilities	5,212,134	5,907,161
Commitments and Contingencies
Stockholders' Deficit
Preferred stock, $0.001 par value: 1,000 shares authorized, issued and outstanding as of March 31, 2015 and December 31, 2014 , respectively	1	1
Common stock, $0.001 par value: 650,000,000 shares authorized, 9,216,343 and 1,747,077 issued and outstanding as of March 31, 2015 and December 31, 2014, respectively.	9,216	1,747
Additional paid in capital	16,166,361	15,204,169
Stock subscription receivable	-20,000	-20,000
Accumulated deficit	-20,937,278	-20,239,635
Total Stockholders' Deficit	-4,781,700	-5,053,718
Total Liabilities and Stockholders' Deficit	$430,434	$853,442

Condensed_Consolidated_Balance1

Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2015	Dec. 31, 2014
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	9,216,343	1,747,077
Common stock, shares outstanding	9,216,343	1,747,077

Condensed_Consolidated_Stateme

Condensed Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Condensed Consolidated Statements Of Operations
Revenues, net	$189,806	$141,809
Cost of goods sold	28,138	18,686
Gross profit	161,668	123,123
Operating expenses
General and administrative	608,820	595,417
Stock compensation	16,933	224,000
Research and development		22,509
Depreciation and amortization	11,502	1,899
Total operating expenses	637,255	843,825
Loss from operations	-475,587	-720,702
Other income (expense)
Amortization of debt discount	-447,318	-478,983
Change in fair value of derivative liabilities	621,904	-157,454
Loss on extinguishment of debt	-311,275
Interest expense	-85,367	-72,246
Total other expense	-222,056	-708,683
Net loss before income taxes	-697,643	-1,429,385
Income taxes
Net loss	($697,643)	($1,429,385)
Net loss per share - basic and diluted	($0.24)	($20.53)
Weighted average number of shares outstanding during the period - basic and diluted	2,864,086	69,641

Condensed_Consolidated_Stateme1

Condensed Consolidated Statement of Changes in Stockholders' Deficit (Unaudited) (USD $)	Preferred Stock	Common Stock, $.001 Par Value	Additional Paid-In Capital	Stock Subscription Receivable	Accumulated Deficit	Total
Beginning Balance, Amount at Dec. 31, 2014	$1	$1,747	$15,204,169	($20,000)	($20,239,635)	($5,053,718)
Beginning Balance, Shares at Dec. 31, 2014	1,000	1,747,077
Stock issued to consultants, Shares		103,652
Stock issued to consultants, Amount		104	16,829			16,933
Conversion of debt to common stock, Shares		7,363,780
Conversion of debt to common stock, Amount		7,364	324,071			331,435
Change in fair value of derivative liabilities from debt conversion			310,018			310,018
Fair value of shares issued for debt conversion			311,275			311,275
Share adjustment from round-up of reverse split, Shares		1,834
Share adjustment from round-up of reverse split, Amount		1	-1
Net loss for the period					-697,643	-697,643
Ending Balance, Amount at Mar. 31, 2015	$1	$9,216	$16,166,361	($20,000)	($20,937,278)	($4,781,700)
Ending Balance, Shares at Mar. 31, 2015	1,000	9,216,343

Condensed_Consolidated_Stateme2

Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	($697,643)	($1,429,385)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	11,502	1,899
Provision for sales returns and allowances	-6,000
Stock compensation	16,933	224,000
Amortization of debt discount on convertible notes	447,318	478,983
Loss on extinguishment of debt	311,275
Amortization of prepaid expenses	204,441
Change in fair value of derivative liabilities	-621,904	157,454
Changes in operating assets and liabilities
Accounts receivable	87,079	-37,491
Inventories	-11,371	15,102
Prepaid expenses	-30,660	-32,132
Accrued salaries payable	-10,000
Accounts payable and other liabilities	-25,178	89,023
Accrued interest payable	84,942	48,578
Accrual for contingencies on contract rescission		-340,581
Due to related parties	-3,750	22,107
Net Cash Used In Operating Activities	-243,016	-802,442
CASH FLOWS USED FROM INVESTING ACTIVITIES
Purchase of fixed assets		-10,367
Net Cash Used In Investing Activities		-10,367
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable - related parties		292,740
Proceeds from revolving line of credit, net		905,768
Repayments of convertible notes payable		-260,987
Proceeds from convertible notes payable	75,000	46,750
Net Cash Provided By Financing Activities	75,000	984,271
Net (decrease) increase in cash	-168,016	171,462
Cash - beginning of period	210,138	9,560
Cash - end of period	42,122	181,022
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for: Income taxes
Cash paid during the period for: Interest
NON-CASH TRANSACTIONS
Common stock issued for conversion of debt, net of derivative	331,435	1,238,330
Change in fair value of derivative liabilities from debt conversion	$310,018

ORGANIZATION_AND_BASIS_OF_PRES

ORGANIZATION AND BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2015
Notes to Financial Statements
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION	Sanomedics, Inc. (referred to herein as “we”, “us”, “our” or the “Company”) is a medical technology products and services holding company which through its subsidiaries, designs, develops, markets and distributes non-invasive infrared thermometers principally for healthcare providers.
	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) which are necessary for a fair financial statement presentation have been made. 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 Sanomedics Development, Inc. (inactive since 2010), Thermomedics, Inc., Anovent, Inc. and Biscayne Medical LLC; with the last two companies formed as acquisition corporations with no activity to date. 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, 2014.

SUMMARY_OF_SIGNIFICANT_ACCOUNT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2015
Notes to Financial Statements
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	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. Use of estimates includes the following: 1) valuation of derivative and equity instruments, 2) allowance for doubtful accounts, 3) estimated useful lives of property, equipment and intangible assets, 4) revenue recognition, and 5) estimates and valuations related to deferred tax assets.
	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. 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. As of March 31, 2015 and December 31, 2014, inventory reserves were not material.
	Basic and Diluted Net Loss Per Share
	The Company computes net income (loss) per share in accordance with ASC Topic 260, Earning per Share, which requires presentation of both basic and diluted earnings per share ("EPS") on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period, including contingently issuable shares where the contingency has been resolved. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted loss per share excludes all dilutive potential shares as their effect is anti-dilutive. For the three months ended March 31, 2015 and 2014, outstanding stock options, warrants, and shares issuable upon conversion of convertible notes were anti-dilutive because of net losses, and, as such, their effect has not been included in the calculation of diluted net loss per share.
	Three Months Ended
		Three Months Ended
		March 31,		March 31,
		2015		2014
	Options		8,120		8,778
	Warrants		12,239		229
	Shares from convertible notes		287,244,126		48,160
	Total (1)		287,264,485		57,167
	(1) Shares issuable upon conversion of preferred stock have been excluded from this computation because of the specific right of conversion as further explained in Notes 8.
	Fair Value
	FASB ASC 820, Fair Value Measurements and Disclosure s (“ASC 820”) establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:
	Level 1 — Quoted market prices for identical assets or liabilities in active markets or observable inputs;
	Level 2 — Significant other observable inputs that can be corroborated by observable market data; and
	Level 3 — Significant unobservable inputs that cannot be corroborated by observable market data.
	The carrying amounts of cash, accounts receivable, accrued salaries payable, accounts payable and other liabilities, and accrued interest payable approximate fair value because of the short-term nature of these items.
	The fair value of the Company’s debt approximated the carrying value of the Company's debt as of March 31, 2015 and December 31, 2014. Factors that the Company considered when estimating the fair value of its debt included market conditions, liquidity levels in the private placement market, variability in pricing from multiple lenders and term of debt.

LIQUIDITY_AND_GOING_CONCERN

LIQUIDITY AND GOING CONCERN	3 Months Ended
	Mar. 31, 2015
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 the Company’s recurring losses or accumulated deficit.
	The Company currently has a working capital deficiency, limited revenue and is experiencing recurring losses which have caused an accumulated deficit of $20,937,278 and a working capital deficit of $4,618,649 as of March 31, 2015. These factors raise substantial doubt about its ability to continue as a going concern. Management has financed the Company's operations principally through the issuance of convertible debt instruments and loans from an affiliate of a former officer of the Company and a principal shareholder. During the quarter ended March 31, 2015, the Company obtained its liquidity principally from accounts receivable collections and $75,000 of new borrowing under a convertible debt instrument as described elsewhere herein. The Company may need to continue borrowings from an affiliate of a former officer of the Company and a 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 its ability to 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.

NOTES_PAYABLE_RELATED_PARTIES

NOTES PAYABLE b RELATED PARTIES	3 Months Ended
	Mar. 31, 2015
Notes to Financial Statements
NOTE 4 - NOTES PAYABLE - RELATED PARTIES	Notes payable to related parties consists of the following:
		March 31,			December 31,
		2015			2014
	Two Secured Convertible Promissory Notes – CLSS Holdings, LLC, dated June 30, 2014. Notes accrue interest at 8% per annum, due and payable on June 1, 2016, net of discount of $296,007 and $369,477	$	164,849		$	131,243
	Secured convertible Promissory Note – CLSS Holdings, LLC dated December 1, 2014. Note accrues interest at 8% per annum, due and payable November 30, 2017, net of discount of $215,923 and $235,856.		26,577			6,644
	Convertible Promissory Note - Officer dated June 17, 2013. Note accrues interest at 9% per annum, due and payable on March 15, 2016, net of discount of $-0- and $48,306		303,338			305,032
	Total Notes	$	494,764		$	442,919
	Less current portion		(303,338	)		-
		$	191,426		$	442,919
	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 ranging from $31.25 to $62.50 per share or at a conversion price of 50% discount to defined market prices. CLSS Holdings, LLC is wholly owned by a former officer of the Company and a principal shareholder.
	For the three months ended March 31, 2015, in connection with the above notes the Company issued 2,976,353 shares for the conversion of $89,865 in convertible debt held (see Note 8).

CONVERTIBLE_NOTES_PAYABLE

CONVERTIBLE NOTES PAYABLE	3 Months Ended
	Mar. 31, 2015
Notes to Financial Statements
NOTE 5 - CONVERTIBLE NOTES PAYABLE	Third party convertible notes payable consists of the following:
		March 31,			December 31,
		2015			2014
	Convertible promissory note with interest at 9% per annum, convertible into common shares at a fixed price of $0.50 per share. Matured on August 24, 2014. (A)	$	65,497		$	65,497
	Convertible promissory notes with interest at 8% per annum, convertible into common shares at a conversion price of 50% discount to defined market prices. Matured June 20, 2014.(A)(B)		36,500			36,500
	Convertible promissory note with interest at 12% per annum (zero interest first 90 days), plus 10% original interest discount, convertible at a conversion price of 30% discount to defined market price. Matured December 9, 2014. (A)		57,598			57,598
	Five (5) Convertible promissory notes with interest ranging from 5.25% to 12% per annum, convertible into common shares at a conversion price of 50% discount to defined market prices. Maturity ranging from October 22, 2014 through October 11, 2015, net of unamortized discount of $24,233 and $52,763, respectively. (A)(B)		77,232			113,548
	Two (2) Convertible promissory notes with interest at 8% per annum, convertible into common shares at a conversion price of 15% discount to defined market prices .Matures on August 1, 2015 and October 11, 2015, respectively, net of unamortized discount of $28,120 and $80,599, respectively. (A)(B)		731,880			679,401
	Five (5) Convertible promissory notes with interest ranging from 12% to 13% per annum, convertible into common shares at a conversion price of 37.50% discount to defined market prices. Matures on April 15, 2015 through May 27, 2016, respectively, net of unamortized discount of $113,228 and $287,936, respectively. (B)(C)		758,487			680,503
			1,727,194			1,633,047
	Less current portion		(1,727,194	)		(1,633,047	)
		$	-0-		$	-0-
	(A) The convertible promissory notes are generally convertible at a conversion price equal to the discount to the average of the lowest three closing bid prices of the common stock during the 10 trading days prior to conversion. The embedded conversion features resulted in a derivative liability which has been measured using the Monte Carlo valuation method at March 31, 2015 and December 31, 2014.
	(B) Four of these promissory notes are generally convertible at a conversion price equal to the discount to the average of the lowest three closing bid prices of the common stock during the 10 trading days prior to conversion. The embedded conversion features resulted in a derivative liability which has been measured using the Monte Carlo valuation method at March 31, 2015 and December 31, 2014.
	(C) Two of promissory notes are generally convertible at a conversion price equal to the lowest traded stock price for 20 trading days prior to conversion. The embedded conversion features resulted in a derivative liability which has been measured using the Monte Carlo valuation method at March 31, 2015.
	For the three months ended March 31, 2015, in connection with the above notes the Company issued 4,387,427 shares for the conversion of $241,570 in convertible debt held (see Note 8).
	In accordance with ASC 470-20 Debt with Conversion and Other Options, the Company allocated $44,889 and $3,525,257 of the derivative liability as discounts against the convertible notes for the period ended March 31, 2015 and the year ended December 31, 2014, respectively. The discounts are being amortized to interest expense over the term of the notes using the straight line method which approximates the effective interest method. The Company recorded $447,318 and $478,983 of interest expense pursuant to the amortization of the note discounts during the periods ended March 31, 2015 and 2014, respectively.

DERIVATIVE_LIABILITIES

DERIVATIVE LIABILITIES	3 Months Ended
	Mar. 31, 2015
Notes to Financial Statements
NOTE 6 - DERIVATIVE LIABILITIES	The Company analyzed the notes payable – related parties and convertible notes payable referred to in Notes 4 and 5 based on the provisions of ASC 815-15 and determined that the conversion options of the convertible notes qualify as embedded derivatives and required the recognition of derivative liabilities.
	For the derivative instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then revalued at each reporting date The Company estimates the fair value of the embedded derivatives using a Monte Carlo simulation valuation model that combines expected cash outflows with market-based assumptions regarding risk-adjusted yields, stock price volatility, probability of a change of control and the trading information of our common stock into which the notes are convertible, as appropriate to value the derivative instruments at inception and subsequent valuation dates and the value is reassessed at the end of each reporting period, in accordance with FASB ASC Topic 815-15.
	Based on the Monte Carlo simulation, the fair value upon inception of the embedded derivatives were determined to total $5,710,416 and recorded as 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 consolidated statements of operations.
	The Company accounts for the embedded conversion features as derivative liabilities. The aggregate fair value of derivative liabilities as of March 31, 2015 and December 31, 2014 amounted to $1,884,381 and $2,771,414, respectively.
	The assets or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. The following table provides a summary of the assets that are measured at fair value on a recurring basis.
		Consolidated Balance			Quoted Prices in Active Markets for Identical Assets or Liabilities			Quoted Prices for Similar Assets or Liabilities in Active Markets		Significant Unobservable
		Sheet			(Level 1)			(Level 2)		Inputs
										(Level 3)
	Derivative Liabilities:
	31-Mar-15	$	1,884,381		$	-		$	-	$	1,884,381
	31-Dec-14	$	2,771,414		$	-		$	-	$	2,771,414
	The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis:
		For the Periods Ended
		March 31,			December 31,
		2015			2014
	Beginning balance	$	2,771,414		$	1,070,728
	Aggregate fair value of conversion features upon issuance		44,889			5,665,527
	Fair value of extinguishment of convertible notes		(310,018)			(4,689,838)
	Net transfer into level 3		-			425,010	-1
	Fair value of warrants netted against common stock issued for stock		-			111,166
	Change in fair value of conversion features		(620,044	)		723,137
	Change in fair value of warrant and stock option derivative liabilities		(1,860	)		-534,316
	Ending balance	$	1,884,381		$	2,771,414
	(1) Represents transfers out of equity in connection with the respective warrant and stock option derivative liabilities as a result of insufficient authorized shares available at December 31, 2014 for settlement of warrants and stock options.
	The fair value of the embedded conversion feature of the Convertible Debt at March 31, 2015 was calculated using the Monte Carlo simulation with the following factors, assumptions and methodologies: (1) conversion prices per share ranging from $0.015 to $0.825, (2) risk free rates ranging from .01% to .27%, (3) remaining life of conversion features (in years) ranging from .02 to 2.67, and (4) volatility ranging from 29.30% to 71.93%.
	The fair value of the embedded conversion feature of the Convertible Debt at December 31, 2014 was calculated using the Monte Carlo simulation with the following factors, assumptions and methodologies: (1) conversion prices per share ranging from $0.09 to $42.50, (2) risk free rates ranging from .03% to .25%, (3) remaining life of conversion features (in years) ranging from .12 to 3.0, and (4) volatility ranging from 21.51% to 75.48%.

COMMITMENTS_AND_CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2015
Notes to Financial Statements
NOTE 7 - 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.
	Exergen Litigation
	On October 10, 2012, the Company received a cease and desist demand letter from Exergen Corporation (“Exergen”), claiming that the Company infringed on certain patents relating to the Company's non-contact thermometers. On May 21, 2013 Exergen filed a complaint in the U.S. District Court of the District of Massachusetts against the Company and Thermomedics, Inc. ( its’ wholly owned subsidiary). On September 3, 2013, the Company filed its answer to Exergens’ complaint and asserted counterclaims and affirmative defenses for non-infringement and invalidity of certain patents. On March 26, 2015, Exergen and Sanomedics filed a partial dismissal that removes Sanomedics previous product, the Talking Non-Contact Thermometer, from the lawsuit. Exergen's claims against the Caregiver TouchFree Thermometer are ongoing. The Company will vigorously defend its rights to market and sell the thermometers.
	Prime Time Medical Litigation
	After assuming control of the acquisition of Prime Time Medical, Inc. (“PTM”) in August 2013, the Company discovered that the seller Mark R. Miklos (“Seller”) failed to disclose that there were on-going audits with respect to PTM’s Medicare and Medicaid billings for periods prior to the consummation of the transaction. These audits escalated and, as a result, PTM can no longer invoice Medicare and Medicaid for any products or services and be paid for such products and services until the outcome of the audits which could last several years. Also, as a result of other Medicare and Medicaid audits for periods prior to the consummation of the transaction, Medicare and Medicaid are demanding payments for products that PTM was paid prior to the closing of the transaction that were improper. It is estimated that PTM may owe Medicare and Medicaid up to $500,000 in improper payments and at least another $500,000 in accounts receivable that will not be paid to PTM pending the outcome of the audits. On March 13, 2014, after discovering numerous material differences between financial statements reproduced by the Company and the financial statements provided by the Seller in connection with the Stock Purchase Agreement, coupled with the foregoing events and Medicare and Medicaid’s constraint on PTM’s business and payment stream, the Board of Directors of the Company determined that the business could no longer survive and thus opted to pursue a rescission of the completed transaction with PTM.
	As a result of discoveries of fraud and misrepresentations in the acquisition of PTM, on March 18, 2014, the Company filed a lawsuit against Mark R. Miklos in Miami-Dade County, Florida Case No.14007055CA01, alleging breach of contract, fraud in the inducement, fraudulent misrepresentation, unjust enrichment, conversion, breach of fiduciary duty and damages. The Company is seeking judgment against the Seller, restitution, rescission of the Purchase Agreement and Employment Agreement and return of all moneys paid to the Seller.
	On March 19, 2014 the Company was served with a lawsuit filed by Mark Miklos against the Company and Anovent, Inc. in Hillsborough County, Florida Case No. 14-CA-2520 DIV K, alleging the following: breach of the Employment Agreement entered into with the Company; improper notice of termination; breach of the Short Term Note for $850,000; breach of Promissory Notes A and B for $500,000 each, and further includes an action to foreclose a security interest in personal property and intangibles as a result of the alleged defaults of the Notes and rights under the Security Agreement. The Company will defend itself aggressively in this lawsuit.
	JMJ Litigation
	On May 29, 2014, Justin Keener d/b/a JMJ Financial (“JMJ”) filed a Complaint against the Company in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida. In the Complaint, JMJ alleges that the Company breached a convertible promissory note dated June 17, 2013, pursuant to which JMJ provided $150,000 to the Company on or about June 19, 2013, and an additional $50,000 to the Company on or about December 12, 2013. JMJ alleges that on February 4, 2014, it agreed to accept $280,000 in satisfaction of the note. JMJ alleges that the Company paid $186,667 to JMJ on February 19, 2014. On July 21, 2014, the Company filed its Answer, Affirmative Defenses, and Counterclaim against JMJ. As affirmative defenses, the Company asserts, among others, that JMJ is not entitled to the relief requested because the promissory note at issue charges usurious interest rates in violation of Florida’s usury laws, and because JMJ’s claims for lost profits are speculative. The Company also asserts counter-claims for Declaratory Relief (seeking an order that the promissory note is usurious under Florida law and the entire debt and conversion rights thus are unenforceable, and all moneys paid on the Note by the Company to JMJ must be returned to the Company) and for usury (seeking damages for all moneys paid pursuant to the promissory note, reasonable attorneys’ fees, and costs). The Company intends to defend against JMJ’s claims, and pursue its claims, vigorously

COMMON_STOCK

COMMON STOCK	3 Months Ended
	Mar. 31, 2015
Notes to Financial Statements
NOTE 8 - COMMON STOCK	Common stock:
	From January 1, 2015 to March 31, 2015, the Company issued a total of 2,718,118 shares to three (3) parties in connection with the conversion of $69,846 in convertible debt held.
	On January 5, 2015, and March 19, 2015, the Company issued a total of 103,652 shares of restricted common stock to two (2) consultants as payment for financial consulting & investor relations services with a total value of $16,933.
	From January 1, 2015 to March 31, 2015, the Company issued 1,552,100 shares to a Company owned by a former officer and shareholder in connection with the conversion of $39,865 in convertible debt held.
	On March 9, 2015 and March 23, 2015, the Company issued a total of 1,424,253 shares of restricted common stock to an officer of the Company in connection with the conversion of $50,000 in convertible stock held.
	From January 1, 2015 to March 31, 2015 the Company issued Redwood a total of 1,669,309 shares in connection with the conversion of $171,724 in convertible debt held.
	During the three months ended March 31, 2015, the Company recognized a loss of $311,275 on the extinguishment of the aforementioned converted debt. Such loss represented the difference between the fair value of the common stock issued of $642,710 and the $331,435 carrying value of the debt converted.
	Stock Options and warrants:
	No options or warrants were granted, exercised or expired and/or forfeited during the three months ended March 31, 2015.
	Reverse split:
	On January 20, 2015, the Company’s stockholders approved a reverse stock split of its common stock at a ratio of 1-for-125. The reverse stock split became effective on February 9, 2015 upon securing regulatory approval. All applicable share and per share amounts have been adjusted to reflex the reverse stock split. Additionally in the same corporate action the Company’s shareholders approved a change of its corporate name to Sanomedics, Inc., and an increase of the number of authorized shares of its common stock from 250,000,000 to 650,000,000.
	Preferred stock:
	On April 30, 2015, the Company’s Board of Directors and Series A preferred shareholders approved a resolution to amend the conversion rights of the preferred shareholders to apply solely for purposes of the computation of voting interest.

CONCENTRATION_OF_CREDIT_RISK

CONCENTRATION OF CREDIT RISK	3 Months Ended
	Mar. 31, 2015
Notes to Financial Statements
NOTE 9 - CONCENTRATION OF CREDIT RISK	The Company’s top two customers accounted for approximately 68% and 27%, of total revenue for the three months ended March 31, 2015. These same customers accounted for 72% and 13% of total revenue for the three months ended March 31, 2014.
	Two customers accounted for approximately 77% and 22% of accounts receivable as of March 31, 2015. These same customers accounted for approximately 54% and 43% of accounts receivable as of December 31, 2014.

RELATED_PARTY_DISCLOSURE

RELATED PARTY DISCLOSURE	3 Months Ended
	Mar. 31, 2015
Notes to Financial Statements
NOTE 10 - RELATED PARTY DISCLOSURE	The accompanying consolidated financial statements reflect accrued interest on notes payable due an affiliate of the former officer of the Company of $38,286 (March 31, 2015) and $23,893 (December 31, 2014), respectively, and interest expense of $14,393 and $85,906 for the three months ended March 31, 2015 and 2014, respectively.

SUBSEQUENT_EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2015
Notes to Financial Statements
NOTE 11 - SUBSEQUENT EVENTS	Share Issuances:
	During April and May 2015, the Company issued a total of 3,989,223 shares to two (2) parties in connection with the conversion of $20,650 in convertible debt held.
	During April and May 2015, the Company issued a total of 3,512,055 shares to a Company owned by a former officer and shareholder in connection with the conversion of $10,404 in convertible debt held.
	During April and May 2015, the Company issued Redwood 1,286,114 shares in connection with the conversion of $8,045 in convertible debt held.
	Management has evaluated the subsequent events through the date at which the condensed consolidated financial statements were issued.

SUMMARY_OF_SIGNIFICANT_ACCOUNT1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2015
Summary Of Significant Accounting Policies Policies
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. Use of estimates includes the following: 1) valuation of derivative and equity instruments, 2) allowance for doubtful accounts, 3) estimated useful lives of property, equipment and intangible assets, 4) revenue recognition, and 5) estimates and valuations related to deferred tax assets.
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. 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. As of March 31, 2015 and December 31, 2014, inventory reserves were not material.
Basic and Diluted Net Loss Per Share	The Company computes net income (loss) per share in accordance with ASC Topic 260, Earning per Share, which requires presentation of both basic and diluted earnings per share ("EPS") on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period, including contingently issuable shares where the contingency has been resolved. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted loss per share excludes all dilutive potential shares as their effect is anti-dilutive. For the three months ended March 31, 2015 and 2014, outstanding stock options, warrants, and shares issuable upon conversion of convertible notes were anti-dilutive because of net losses, and, as such, their effect has not been included in the calculation of diluted net loss per share.
	Three Months Ended
		Three Months Ended
		March 31,		March 31,
		2015		2014
	Options		8,120		8,778
	Warrants		12,239		229
	Shares from convertible notes		287,244,126		48,160
	Total (1)		287,264,485		57,167
	(1) Shares issuable upon conversion of preferred stock have been excluded from this computation because of the specific right of conversion as further explained in Notes 8.
Fair Value	FASB ASC 820, Fair Value Measurements and Disclosure s (“ASC 820”) establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:
	Level 1 — Quoted market prices for identical assets or liabilities in active markets or observable inputs;
	Level 2 — Significant other observable inputs that can be corroborated by observable market data; and
	Level 3 — Significant unobservable inputs that cannot be corroborated by observable market data.
	The carrying amounts of cash, accounts receivable, accrued salaries payable, accounts payable and other liabilities, and accrued interest payable approximate fair value because of the short-term nature of these items.
	The fair value of the Company’s debt approximated the carrying value of the Company's debt as of March 31, 2015 and December 31, 2014. Factors that the Company considered when estimating the fair value of its debt included market conditions, liquidity levels in the private placement market, variability in pricing from multiple lenders and term of debt.

SUMMARY_OF_SIGNIFICANT_ACCOUNT2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2015
Summary Of Significant Accounting Policies Tables
Basic and Diluted Net Loss Per Share	For the three months ended March 31, 2015 and 2014, outstanding stock options, warrants, and shares issuable upon conversion of convertible notes were anti-dilutive because of net losses, and, as such, their effect has not been included in the calculation of diluted net loss per share.
	Three Months Ended
		Three Months Ended
		March 31,		March 31,
		2015		2014
	Options		8,120		8,778
	Warrants		12,239		229
	Shares from convertible notes		287,244,126		48,160
	Total (1)		287,264,485		57,167

NOTES_PAYABLE_RELATED_PARTIES_

NOTES PAYABLE b RELATED PARTIES (Tables)	3 Months Ended
	Mar. 31, 2015
Notes Payable Related Parties Tables
Notes payable to related parties	Notes payable to related parties consists of the following:
		March 31,			December 31,
		2015			2014
	Two Secured Convertible Promissory Notes – CLSS Holdings, LLC, dated June 30, 2014. Notes accrue interest at 8% per annum, due and payable on June 1, 2016, net of discount of $296,007 and $369,477	$	164,849		$	131,243
	Secured convertible Promissory Note – CLSS Holdings, LLC dated December 1, 2014. Note accrues interest at 8% per annum, due and payable November 30, 2017, net of discount of $215,923 and $235,856.		26,577			6,644
	Convertible Promissory Note - Officer dated June 17, 2013. Note accrues interest at 9% per annum, due and payable on March 15, 2016, net of discount of $-0- and $48,306		303,338			305,032
	Total Notes	$	494,764		$	442,919
	Less current portion		(303,338	)		-
		$	191,426		$	442,919

CONVERTIBLE_NOTES_PAYABLE_Tabl

CONVERTIBLE NOTES PAYABLE (Tables)	3 Months Ended
	Mar. 31, 2015
Convertible Notes Payable Tables
Convertible notes payable	Third party convertible notes payable consists of the following:
		March 31,			December 31,
		2015			2014
	Convertible promissory note with interest at 9% per annum, convertible into common shares at a fixed price of $0.50 per share. Matured on August 24, 2014. (A)	$	65,497		$	65,497
	Convertible promissory notes with interest at 8% per annum, convertible into common shares at a conversion price of 50% discount to defined market prices. Matured June 20, 2014.(A)(B)		36,500			36,500
	Convertible promissory note with interest at 12% per annum (zero interest first 90 days), plus 10% original interest discount, convertible at a conversion price of 30% discount to defined market price. Matured December 9, 2014. (A)		57,598			57,598
	Five (5) Convertible promissory notes with interest ranging from 5.25% to 12% per annum, convertible into common shares at a conversion price of 50% discount to defined market prices. Maturity ranging from October 22, 2014 through October 11, 2015, net of unamortized discount of $24,233 and $52,763, respectively. (A)(B)		77,232			113,548
	Two (2) Convertible promissory notes with interest at 8% per annum, convertible into common shares at a conversion price of 15% discount to defined market prices .Matures on August 1, 2015 and October 11, 2015, respectively, net of unamortized discount of $28,120 and $80,599, respectively. (A)(B)		731,880			679,401
	Five (5) Convertible promissory notes with interest ranging from 12% to 13% per annum, convertible into common shares at a conversion price of 37.50% discount to defined market prices. Matures on April 15, 2015 through May 27, 2016, respectively, net of unamortized discount of $113,228 and $287,936, respectively. (B)(C)		758,487			680,503
			1,727,194			1,633,047
	Less current portion		(1,727,194	)		(1,633,047	)
		$	-0-		$	-0-
	(A) The convertible promissory notes are generally convertible at a conversion price equal to the discount to the average of the lowest three closing bid prices of the common stock during the 10 trading days prior to conversion. The embedded conversion features resulted in a derivative liability which has been measured using the Monte Carlo valuation method at March 31, 2015 and December 31, 2014.
	(B) Four of these promissory notes are generally convertible at a conversion price equal to the discount to the average of the lowest three closing bid prices of the common stock during the 10 trading days prior to conversion. The embedded conversion features resulted in a derivative liability which has been measured using the Monte Carlo valuation method at March 31, 2015 and December 31, 2014.
	(C) Two of promissory notes are generally convertible at a conversion price equal to the lowest traded stock price for 20 trading days prior to conversion. The embedded conversion features resulted in a derivative liability which has been measured using the Monte Carlo valuation method at March 31, 2015.

DERIVATIVE_LIABILITIES_Tables

DERIVATIVE LIABILITIES (Tables)	3 Months Ended
	Mar. 31, 2015
Derivative Liabilities Tables
Summary of assets	The following table provides a summary of the assets that are measured at fair value on a recurring basis.
		Consolidated Balance			Quoted Prices in Active Markets for Identical Assets or Liabilities			Quoted Prices for Similar Assets or Liabilities in Active Markets		Significant Unobservable
		Sheet			(Level 1)			(Level 2)		Inputs
										(Level 3)
	Derivative Liabilities:
	31-Mar-15	$	1,884,381		$	-		$	-	$	1,884,381
	31-Dec-14	$	2,771,414		$	-		$	-	$	2,771,414
Summary of changes in the fair value	The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis:
		For the Periods Ended
		March 31,			December 31,
		2015			2014
	Beginning balance	$	2,771,414		$	1,070,728
	Aggregate fair value of conversion features upon issuance		44,889			5,665,527
	Fair value of extinguishment of convertible notes		(310,018)			(4,689,838)
	Net transfer into level 3		-			425,010	-1
	Fair value of warrants netted against common stock issued for stock		-			111,166
	Change in fair value of conversion features		(620,044	)		723,137
	Change in fair value of warrant and stock option derivative liabilities		(1,860	)		-534,316
	Ending balance	$	1,884,381		$	2,771,414
	(1) Represents transfers out of equity in connection with the respective warrant and stock option derivative liabilities as a result of insufficient authorized shares available at December 31, 2014 for settlement of warrants and stock options.

SUMMARY_OF_SIGNIFICANT_ACCOUNT3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Total	287,264,485	57,167
Options
Total	8,120	8,778
Warrant [Member]
Total	12,239	229
Shares from convertible stock (1)
Total	287,244,126	48,160

LIQUIDITY_AND_GOING_CONCERN_De

LIQUIDITY AND GOING CONCERN (Details Narrative) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Liquidity And Going Concern Details Narrative
Accumulated deficit	$20,937,278	$20,239,635
Working capital deficit	4,618,649
Convertible debt instruments	$75,000

NOTES_PAYABLE_RELATED_PARTIES_1

NOTES PAYABLE - RELATED PARTIES (Details) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Total Notes	$494,764	$442,919
Less: Current portion	-303,338
Notes Payable-related parties, net	191,426	442,919
Secured Convertible Promissory Note June 30, 2014 [Member]
Total Notes	164,849	131,243
Secured Convertible Promissory Note December 1, 2014 [Member]
Total Notes	26,577	6,644
Convertible Promissory Note June 17, 2013 [Member]
Total Notes	$303,338	$305,032

NOTES_PAYABLE_RELATED_PARTIES_2

NOTES PAYABLE - RELATED PARTIES (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2015
Notes Payable - Related Parties Details Narrative
Common stock convertible shares	2,976,353
Common stock convertible shares, value	$89,865
Conversion prices range	$31.25 to $62.50 per share

CONVERTIBLE_NOTES_PAYABLE_Deta

CONVERTIBLE NOTES PAYABLE (Details) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Convertible Note Payable	$1,727,194	$1,633,047
Less current portion	-1,727,194	-1,633,047
Long-term portion of convertible debt
Convertible Promissory Note [Member]
Convertible Note Payable	65,497	65,497
Convertible promissory note One [Member]
Convertible Note Payable	36,500	36,500
Convertible promissory note Two [Member]
Convertible Note Payable	57,598	57,598
Convertible promissory note Three [Member]
Convertible Note Payable	77,232	113,548
Convertible promissory note four [Member]
Convertible Note Payable	731,880	679,401
Convertible promissory note five [Member]
Convertible Note Payable	$758,487	$680,503

CONVERTIBLE_NOTES_PAYABLE_Deta1

CONVERTIBLE NOTES PAYABLE (Details Narrative) (USD $)	3 Months Ended		12 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Debt Instrument [Line Items]
Derivative liability as discounts	$44,889		$3,525,257
Amortization of debt discount	447,318	478,983
Common stock convertible shares	2,976,353
Common stock convertible shares, value	89,865
Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Common stock convertible shares	4,387,427
Common stock convertible shares, value	$241,570

DERIVATIVE_LIABILITIES_Details

DERIVATIVE LIABILITIES (Details) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Derivative Liabilities	$1,884,381	$2,771,414
Level 1 [Member]
Derivative Liabilities
Level 2 [Member]
Derivative Liabilities
Level 3 [Member]
Derivative Liabilities	$1,884,381	$2,771,414

DERIVATIVE_LIABILITIES_Details1

DERIVATIVE LIABILITIES (Details 1) (USD $)	3 Months Ended	12 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Derivative Liabilities Details 1
Beginning balance	$2,771,414	$1,070,728
Aggregate fair value of conversion features upon issuance	44,889	5,665,527
Fair value of extinguishment of convertible notes	-310,018	-4,689,838
Net transfer into level 3		425,010
Fair value of warrants netted against common stock issued for stock		111,166
Change in fair value of conversion features	-620,044	723,137
Change in fair value of warrant and stock option derivative liabilities	-1,860	-534,316
Ending balance	$1,884,381	$2,771,414

DERIVATIVE_LIABILITIES_Details2

DERIVATIVE LIABILITIES (Details Narrative) (USD $)	3 Months Ended	12 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Fair value of derivative liabilities	$1,884,381	$2,771,414
Minimum [Member]
Conversion prices per share	$0.02	$0.09
Risk free interest rate	0.01%	0.03%
Remaining life of conversion features	7 days	1 month 13 days
Volatility ranging	29.30%	21.51%
Maximum [Member]
Conversion prices per share	$0.83	$42.50
Risk free interest rate	0.27%	0.25%
Remaining life of conversion features	2 years 8 months 1 day	3 years
Volatility ranging	71.93%	75.48%

COMMON_STOCK_Details_Narrative

COMMON STOCK (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Stock issued for conversion of convertible debt, Shares	2,718,118
Stock issued for conversion of convertible debt, Amount	$69,846
Loss on extinguishment of converted debt	-311,275
Redwood [Member]
Stock issued for conversion of convertible debt, Shares	1,669,309
Stock issued for conversion of convertible debt, Amount	$171,724

CONCENTRATION_OF_CREDIT_RISK_D

CONCENTRATION OF CREDIT RISK (Details Narrative)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Customer One [Member]
Significant Concentrations revenue percentage	68.00%	72.00%
Significant Concentrations accounts receivable percentage	77.00%		54.00%
Customer Two [Member]
Significant Concentrations revenue percentage	27.00%	13.00%
Significant Concentrations accounts receivable percentage	22.00%		43.00%

RELATED_PARTY_DISCLOSURE_Detai

RELATED PARTY DISCLOSURE (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Interest expense	$14,393	$85,906
Former Chief Executive Officer [Member]
Accrued interest on notes payable	$38,286		$23,893