Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended |
Sep. 30, 2013 | |
Document and Entity Information [Abstract] | ' |
Document Type | 'S-1 |
Amendment Flag | 'false |
Document Period End Date | 30-Sep-13 |
Entity Registrant Name | 'Future Healthcare of America |
Entity Central Index Key | '0001552845 |
Entity Filer Category | 'Smaller Reporting Company |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
CURRENT ASSETS: | ' | ' | ' |
Cash | $1,289,271 | $208,458 | $535,145 |
Accounts receivable | 523,209 | 576,116 | 382,137 |
Prepaid expenses | 54,931 | 71,925 | 15,349 |
Deferred tax asset, net | 7,318 | 7,318 | 20,377 |
Total current assets | 1,874,729 | 863,817 | 953,008 |
PROPERTY AND EQUIPMENT, net | 222 | 615 | 4,275 |
GOODWILL | 79,809 | 79,809 | 1,189,661 |
DEFERRED TAX ASSET, NET | 424,264 | 424,264 | 84,587 |
Total assets | 2,379,024 | 1,368,505 | 2,231,531 |
CURRENT LIABILITIES: | ' | ' | ' |
Accounts payable | 93,835 | 64,503 | 49,976 |
Accrued expenses | 140,980 | 155,569 | 87,209 |
Deferred revenue | ' | 1,949 | 0 |
Derivative Liability | 776,847 | ' | ' |
Total current liabilities | 1,011,662 | 222,021 | 137,185 |
CONVERTIBLE NOTE PAYABLE, net of discount | 97,024 | ' | ' |
Total liabilities | 1,108,686 | 222,021 | 137,185 |
STOCKHOLDERS' EQUITY | ' | ' | ' |
Common stock | 10,163 | 10,063 | 10,063 |
Additional paid-in capital | 1,220,123 | 1,205,223 | 1,575,128 |
Retained earnings (deficit) | 40,052 | -68,802 | 509,155 |
Total stockholders' equity | 1,270,338 | 1,146,484 | 2,094,346 |
Total liabilities and stockholders' equity | $2,379,024 | $1,368,505 | $2,231,531 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
CONSOLIDATED BALANCE SHEETS [Abstract] | ' | ' | ' |
Accounts receivable, allowance | $20,200 | $20,200 | $20,200 |
Common stock, par value per share | $0.00 | $0.00 | $0.00 |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, shares issued | 10,163,249 | 10,063,249 | 10,063,249 |
Common stock, shares outstanding | 10,163,249 | 10,063,249 | 10,063,249 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
REVENUE | ' | ' | ' | ' | ' | ' |
Total Revenue | $1,102,016 | $1,056,038 | $3,397,815 | $3,231,286 | $4,381,518 | $3,425,721 |
COST OF SERVICES | ' | ' | ' | ' | ' | ' |
Total Cost of Services | 783,165 | 745,822 | 2,361,007 | 2,173,458 | 2,955,574 | 2,305,789 |
Gross Profit | 318,851 | 310,216 | 1,036,808 | 1,057,828 | 1,425,944 | 1,119,932 |
OPERATING EXPENSES | ' | ' | ' | ' | ' | ' |
Selling expenses | 20,696 | 18,574 | 58,437 | 59,461 | 86,992 | 61,889 |
General and administrative | 106,422 | 73,540 | 320,831 | 233,574 | 359,498 | 320,247 |
Salaries, wages and related expenses | 225,928 | 341,852 | 545,042 | 614,762 | 783,095 | 550,027 |
Impairment of goodwill | ' | ' | ' | ' | 1,109,852 | 730,825 |
Professional and consulting fees | 73,560 | 3,859 | 137,523 | 11,726 | ' | ' |
Total Operating Expenses | 426,606 | 437,825 | 1,061,833 | 919,523 | 2,339,437 | 1,662,988 |
INCOME (LOSS) FROM OPERATIONS | -107,755 | -127,609 | -25,025 | 138,305 | -913,493 | -543,056 |
OTHER INCOME (EXPENSE): | ' | ' | ' | ' | ' | ' |
Interest income | 29 | 53 | 74 | 192 | 221 | 261 |
Gain on derivative instruments | 175,407 | ' | 175,407 | ' | ' | ' |
Interest expense | -43,991 | ' | -43,991 | ' | 0 | -447 |
Other income (expense) | 1 | 1,000 | 2,388 | 1,892 | 8,697 | 1,304 |
Total Other Income (Expense) | 131,446 | 1,053 | 133,878 | 2,084 | 8,918 | 1,118 |
INCOME (LOSS) BEFORE INCOME TAXES | 23,691 | -126,556 | 108,853 | 140,389 | -904,575 | -541,938 |
CURRENT INCOME TAX EXPENSE (BENEFIT) | ' | ' | ' | ' | 0 | 0 |
DEFERRED INCOME TAX EXPENSE (BENEFIT) | ' | ' | ' | ' | -326,618 | -194,500 |
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS | $23,691 | ($126,556) | $108,853 | $140,389 | ($577,957) | ($347,438) |
BASIC INCOME PER COMMON SHARE | $0.00 | ($0.01) | $0.01 | $0.01 | ' | ' |
BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | 10,163,249 | 10,063,249 | 10,110,502 | 10,063,249 | ' | ' |
DILUTED INCOME PER COMMON SHARE | $0.00 | ($0.01) | $0.01 | $0.01 | ' | ' |
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | 10,163,249 | 10,063,249 | 10,110,502 | 10,063,249 | 10,063,249 | 10,063,249 |
BASIC AND DILUTED LOSS PER COMMON SHARE AVAILABLE TO COMMON SHAREHOLDERS | ' | ' | ' | ' | ($0.06) | ($0.03) |
BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING, RESTATED | ' | ' | ' | ' | 10,063,249 | 10,063,249 |
STATEMENT_OF_STOCKHOLDERS_EQUI
STATEMENT OF STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock [Member] | Additional Paid In Capital [Member] | Retained Earnings [Member] |
Balance at Dec. 31, 2010 | ' | $10,063 | $1,423,878 | $856,593 |
Balance, shares at Dec. 31, 2010 | ' | 10,063,249 | ' | ' |
Capital Contributions from FAB Universal | ' | 0 | 151,250 | 0 |
Net income (loss) | -347,438 | 0 | 0 | -347,438 |
Balance at Dec. 31, 2011 | 2,094,346 | 10,063 | 1,575,128 | 509,155 |
Balance, shares at Dec. 31, 2011 | ' | 10,063,249 | ' | ' |
Capital Distribution to FAB Universal | ' | 0 | -369,905 | 0 |
Net income (loss) | -577,957 | 0 | 0 | -577,957 |
Balance at Dec. 31, 2012 | $1,146,484 | $10,063 | $1,205,223 | ($68,802) |
Balance, shares at Dec. 31, 2012 | ' | 10,063,249 | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
Cash Flows from Operating Activities | ' | ' | ' | ' |
Net income (loss) | $108,853 | $140,389 | ($577,957) | ($347,438) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' | ' |
Loss on disposal of fix assets | ' | ' | 230 | 0 |
Change in allowance for doubtful accounts | ' | ' | 0 | -14,000 |
Depreciation and amortization expense | 393 | 2,668 | 3,430 | 5,325 |
Stock issued to employee | 15,000 | ' | ' | ' |
Accretion on discount | 39,278 | ' | ' | ' |
Deferred Tax Benefit | ' | ' | -326,618 | -194,500 |
Impairment of goodwill | ' | ' | 1,109,852 | 730,825 |
Gain on derivative instruments | -175,407 | ' | ' | ' |
Change in assets and liabilities: | ' | ' | ' | ' |
Accounts receivable | 57,824 | -120,157 | -193,978 | -86,270 |
Prepaid expenses | 16,994 | -12,145 | -56,576 | 3,357 |
Accounts payable | 29,333 | -11,937 | 14,527 | 29,499 |
Accrued expense | -14,588 | 241,029 | 68,359 | 55,034 |
Deferred revenue | -6,867 | 614 | 1,949 | -3,843 |
Net Cash Provided by Operating Activities | 70,813 | 240,461 | 43,218 | 177,989 |
Cash Flows from Investing Activities: | ' | ' | ' | ' |
Purchase of property & equipment | ' | ' | 0 | 0 |
Net Cash Used in Investing Activities | ' | ' | 0 | 0 |
Cash Flows from Financing Activities: | ' | ' | ' | ' |
Payments (to)/from FAB Universal Corp | ' | -369,905 | -369,905 | 151,249 |
Issuance of convertible note payable | 1,010,000 | ' | ' | ' |
Net Cash Provided/ (Used) by Financing Activities | 1,010,000 | -369,905 | -369,905 | 151,249 |
Net Increase (Decrease) in Cash | 1,080,813 | -129,444 | -326,687 | 329,238 |
Cash at Beginning of Period | 208,458 | 535,145 | 535,145 | 205,907 |
Cash at End of Period | 1,289,271 | 405,700 | 208,458 | 535,145 |
Supplemental Disclosures of Cash Flow Information | ' | ' | ' | ' |
Cash paid during the periods for interest | ' | ' | 0 | 447 |
Cash paid during the periods for income taxes | ' | ' | 0 | 0 |
Supplemental Disclosures of Non-Cash Investing and Financing Activities: | ' | ' | ' | ' |
Amortization of discount on note payable | 39,278 | ' | ' | ' |
Depreciation expense | 393 | 2,668 | 3,430 | 5,325 |
Interest expense to be paid with stock | 4,713 | ' | ' | ' |
Change in FMV of derivative liability | -175,407 | ' | ' | ' |
Expenditures paid with issuance of stock | 15,000 | ' | ' | ' |
Total non-cash expenditures | ($116,023) | $2,668 | ' | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ' |
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Organization - On June 22, 2012, FAB Universal (FAB) formed Future Healthcare of America ("FHA"), a wholly owned subsidiary. On October 1, 2012, FHA operations were spun-off in a 1 for 1 dividend to the shareholders of record of FAB on September 5, 2012, the record date. Interim Healthcare of Wyoming, Inc. ("Interim"), a Wyoming corporation, a wholly owned subsidiary of Future Healthcare of America, was organized on September 30, 1991. Interim operates primarily in the home healthcare and healthcare staffing services in Wyoming and Montana. On April 3, 2007, Interim purchased the operations of Professional Personnel, Inc., d.b.a., Professional Nursing Personnel Pool. | Organization - On June 22, 2012, FAB Universal (FAB) formed Future Healthcare of America ("FHA"), a wholly owned subsidiary. On October 1, 2012, FHA operations were spun-off in a 1 for 1 dividend to the shareholders of record of FAB on September 5, 2012, the record date. Interim Healthcare of Wyoming, Inc. ("Interim"), a Wyoming corporation, a wholly owned subsidiary of Future Healthcare of America, was organized on September 30, 1991. Interim operates primarily in the home healthcare and healthcare staffing services in Wyoming and Montana. On April 3, 2007, Interim purchased the operations of Professional Personnel, Inc., d.b.a., Professional Nursing Personnel Pool. | |
Spin-Off - The common shares outstanding, common stock and additional paid in capital have been restated in the September 30, 2012 financial statements to reflect the 10,063,249 common shares, issued by Future Healthcare of America to shareholders of record of FAB Universal on September 5, 2012 to effectively spin-off the operations. | Spin-Off - The common shares outstanding, common stock and additional paid in capital have been restated in the December 31, 2011 financial statements to reflect the 10,063,249 common shares, issued by Future Healthcare of America to shareholders of record of FAB Universal on September 5, 2012 to effectively spin-off the operations. | |
Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Management made assumptions and estimates for determining reserve for accounts receivable, obsolete inventory and in determining the impairment of definite life intangible assets and goodwill. Actual results could differ from those estimated by management. | Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Management made assumptions and estimates for determining reserve for accounts receivable, obsolete inventory and in determining the impairment of definite life intangible assets and goodwill. Actual results could differ from those estimated by management. | |
Reclassification - The financial statements for the period ended prior to September 30, 2013 have been reclassified to conform to the headings and classifications used in the September 30, 2013 financial statements. | Reclassification - The financial statements for the period ended prior to December 31, 2012 have been reclassified to conform to the headings and classifications used in the December 31, 2012 financial statements. | |
Cash and Cash Equivalents - The Company considers all highly liquid investments with an original maturity date of three months or less when purchased to be cash equivalents. At September 30, 2013, the Company had $671,524 in excess of federally insured limits. | Cash and Cash Equivalents - The Company considers all highly liquid investments with an original maturity date of three months or less when purchased to be cash equivalents. At December 31, 2012, the Company had no cash balances in excess of federally insured limits. | |
Accounts Receivable - Accounts receivable consist of trade receivables arising in the normal course of business. At September 30, 2013 and 2012, the Company has an allowance for doubtful accounts of $20,200, which reflects the Company's best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. During the nine months ended September 30, 2013 and 2012, the Company adjusted the allowance for bad debt by $0 and $0, respectfully. | Accounts Receivable - Accounts receivable consist of trade receivables arising in the normal course of business. At December 31, 2012 and 2011, the Company has an allowance for doubtful accounts of $20,200 and $20,200, respectively, which reflects the Company's best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. During the years ended December 31, 2012 and 2011, the Company adjusted the allowance for bad debt by $0. | |
Depreciation - Depreciation of property and equipment is provided on the straight-line method over the estimated useful lives. | Depreciation - Depreciation of property and equipment is provided on the straight-line method over the estimated useful lives. | |
Goodwill - Goodwill is evaluated for impairment annually in the fourth quarter of the Company's fiscal year, and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of goodwill or a significant decrease in expected cash flows. The company recorded an impairment charge of $1,109,852 on goodwill during the quarter ended December 31, 2012 as the estimated fair value of the reporting units was less than their estimated fair values. | Long-lived intangible assets | |
Income /(Loss) Per Share - The Company computes income (loss) per share in accordance with Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 260 Earnings Per Share, which requires the Company to present basic earnings per share and diluted earnings per share when the effect is dilutive (see Note 8). | FHA evaluates its long-lived assets for impairment whenever events or change in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to the future net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is the excess of the carrying amount over the fair value of the asset. | |
Leases - The Company accounts for leases in accordance with Financial FASB ASC Topic 840, ("Accounting for Leases"). Leases that meet one or more of the capital lease criteria of standard are recorded as a capital lease, all other leases are operating leases. | Leases - The Company accounts for leases in accordance with Accounting Standards Codification ("ASC") Topic 840, (formerly Statement of Financial Accounting Standards SFAS No. 13 "Accounting for Leases"). Leases that meet one or more of the capital lease criteria of standard are recorded as a capital lease, all other leases are operating leases. | |
Income Taxes - The Company accounts for income taxes in accordance with FASB ASC Topic 740 Accounting for Income Taxes. This topic requires an asset and liability approach for accounting for income taxes (see Note 6). | Goodwill - Goodwill is evaluated for impairment annually in the fourth quarter of the Company's fiscal year, and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of goodwill or a significant decrease in expected cash flows. The company recorded an impairment charge of $1,109,852 on goodwill, during the quarter ended December 31, 2012 as the estimated fair value of the reporting units was less than their estimated fair values. | |
Advertising Costs - Advertising costs are expensed as incurred and amounted to $34,999 and $38,120 for the nine months ending September 30, 2013 and 2012, respectively. | Loss Per Share - The Company computes loss per share in accordance with FASB ASC Topic 260 Earnings Per Share, which requires the Company to present basic earnings per share and diluted earnings per share when the effect is dilutive (see Note 7). | |
Fair Value of Financial Instruments - The Company accounts for fair value measurements for financial assets and financial liabilities in accordance with FASB ASC Topic 820. The authoritative guidance, which, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exit price, representing the amount that would either be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: | Income Taxes - The Company accounts for income taxes in accordance with FASB ASC Topic 740 Accounting for Income Taxes. This topic requires an asset and liability approach for accounting for income taxes (see Note 5). | |
• | Advertising Costs - Advertising costs are expensed as incurred and amounted to $54,162 and $31,040 for the periods ending December 31, 2012 and 2011, respectively. | |
Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities; | ||
• | Fair Value of Financial Instruments - The Company accounts for fair value measurements for financial assets and financial liabilities in accordance with FASB ASC Topic 820. The authoritative guidance, which, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exit price, representing the amount that would either be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: | |
Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | ||
• | • | |
Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities; | |
• | ||
Unless otherwise disclosed, the fair value of the Company's financial instruments including cash, accounts receivable, prepaid expense, accounts payable and accrued expenses approximates their recorded values due to their short-term maturities. | Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | |
• | ||
Revenue Recognition - Revenue is generated from various payer's including Medicare, Medicaid, Insurance Companies, and various other entities and individuals. In accordance with FASB ASC Topic 605, Revenue is recognized when persuasive evidence of an arrangement exists, services have been provided, the price of services is fixed or determinable, and collection is reasonably assured. Payments received prior to services being provided are recorded as a liability (deferred revenue) until such services are performed. Revenue is recorded as net revenue where contractual adjustments and discounts are deducted from Gross Revenue to determine net revenue. | Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | |
Recently Enacted Accounting Standards | Unless otherwise disclosed, the fair value of the Company's financial instruments including cash, accounts receivable, prepaid expenses, and accounts payable and accrued expenses approximates their recorded values due to their short-term maturities. | |
Recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on the Company's present or future financial statements. | Revenue Recognition - Revenue is generated from various payer's including Medicare, Medicaid, Insurance Companies, and various other entities and individuals. In accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 605, Revenue is recognized when persuasive evidence of an arrangement exists, services have been provided, the price of services is fixed or determinable, and collection is reasonably assured. Payments received prior to services being provided are recorded as a liability (deferred revenue) until such services are performed. Revenue is recorded as net revenue where contractual adjustments and discounts are deducted from Gross Revenue to determine net revenue. | |
Recently Enacted Accounting Standards - Recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on the Company's present or future financial statements. |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||
PROPERTY AND EQUIPMENT [Abstract] | ' | ' | ||||||||||
PROPERTY AND EQUIPMENT | ' | ' | ||||||||||
NOTE 2 - PROPERTY & EQUIPMENT | NOTE 2 - PROPERTY & EQUIPMENT | |||||||||||
The following is a summary of property and equipment at: | The following is a summary of property and equipment at: | |||||||||||
Life | September 30, | December 31, | ||||||||||
2013 | 2012 | Life | December 31, | December 31, | ||||||||
2012 | 2011 | |||||||||||
Furniture, fixtures and equipment | 2-10 yrs | $ | 36,384 | $ | 50,397 | |||||||
36,384 | 50,397 | Furniture, fixtures and equipment | 2-10 yrs | $ | 50,397 | $ | 89,084 | |||||
Less: Accumulated depreciation | -36,162 | -49,782 | 50,397 | 89,084 | ||||||||
Property & equipment, net | $ | 222 | $ | 615 | Less: Accumulated depreciation | -49,782 | -84,809 | |||||
Property & equipment, net | $ | 615 | $ | 4,275 | ||||||||
Depreciation expense for the nine months ended September 30, 2013 and 2012 was $393 and $2,668, respectively. | ||||||||||||
Depreciation expense for the periods ended December 31, 2012 and 2011 was $3,430 and $5,325, respectively. |
GOODWILL
GOODWILL | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||
GOODWILL [Abstract] | ' | ' | ||||||||
GOODWILL | ' | ' | ||||||||
NOTE 3 - GOODWILL | NOTE 3 - GOODWILL | |||||||||
Impairment - During 2012, the Company performed its annual test of impairment of goodwill. Based upon the results of the analysis, it was determined that the goodwill was impaired. The Company recorded an impairment charge of $1,109,852 as a result of impairment testing. | Impairment - During 2012, FHA management performed its annual test of impairment of goodwill by comparing the net carrying value of the intangible asset with the fair value of the reporting units. Based upon the results of this analysis, it was determined that the goodwill was impaired. The Company recorded an impairment charge of $1,109,852 as a result of impairment testing. | |||||||||
Goodwill - The following is a summary of goodwill: | Impairment - During 2011, FHA management performed its annual test of impairment of goodwill by comparing the net carrying value of the intangible asset with the fair value of the reporting units. Based upon the results of this analysis, it was determined that the goodwill was impaired. The Company recorded an impairment charge of $730,825 as a result of impairment testing. | |||||||||
Goodwill - The following is a summary of goodwill: | ||||||||||
For the periods ended | ||||||||||
30-Sep-13 | 31-Dec-12 | |||||||||
For the Years Ended | ||||||||||
Goodwill at beginning of period | $ | 79,809 | $ | 1,189,661 | 31-Dec-12 | 31-Dec-11 | ||||
Impairment | - | -1,109,852 | ||||||||
Goodwill at end of period | $ | 79,809 | $ | 79,809 | Goodwill at beginning of period | $ | 1,189,661 | $ | 1,920,486 | |
Impairment | -1,109,852 | -730,825 | ||||||||
Goodwill at end of period | $ | 79,809 | $ | 1,189,661 | ||||||
Goodwill consists of: | September 30, | December 31, | ||||||||
2013 | 2012 | |||||||||
Goodwill consists of: | December 31, | December 31, | ||||||||
Interim Healthcare of Wyoming - Billings | $ | 79,809 | $ | 79,809 | 2012 | 2011 | ||||
Total Goodwill | $ | 79,809 | $ | 79,809 | Interim Healthcare of Wyoming - Casper | $ | 0 | $ | 585,881 | |
Interim Healthcare of Wyoming - Billings | 79,809 | 603,780 | ||||||||
Total Goodwill | $ | 79,809 | $ | 1,189,661 |
NOTE_PAYABLE
NOTE PAYABLE | 9 Months Ended |
Sep. 30, 2013 | |
NOTE PAYABLE [Abstract] | ' |
NOTES PAYABLE | ' |
NOTE 4 - NOTE PAYABLE | |
On September 9, 2013, the Company closed a Subscription Agreement by which one institutional investor purchased a) a Variable Rate Senior Secured Convertible Note payable having a total principal amount of $1,010,000, convertible into common shares of the Company at $0.25 per share and maturing March 9, 2015; b) Warrants to purchase a total of 3,030,000 shares of common stock, at $0.50 per share, exercisable for four years, and c) a greenshoe to purchase a total of 2,000,000 shares of common stock at $0.25 per share, exercisable for one year from the closing date. The fair value of the beneficial conversion feature of the warrants and greenshoe totaled $952,254 and was recorded as a derivative liability until the registration statement becomes effective. The Company recorded a discount on the note for beneficial conversion feature of the note. The $952,254 discount on the beneficial conversion feature is being amortized as interest expense over the term of the note. As of September 30, 2013, the Company has amortized $39,278 of the discount, with the remaining $912,976 unamortized discount being offset against the outstanding balance of the note in the accompanying balance sheet. The derivative liability was adjusted to fair market value at September 30, 2013, resulting in the recording of a gain totaling $175,407. |
CAPITAL_STOCK
CAPITAL STOCK | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
CAPITAL STOCK [Abstract] | ' | ' |
CAPITAL STOCK | ' | ' |
NOTE 5 - CAPITAL STOCK | NOTE 4 - CAPITAL STOCK | |
Common Stock - The Company has authorized 200,000,000 shares of common stock, $0.001 par value. As of September 30, 2013, 10,163,249 shares were issued and outstanding. | Common Stock - The Company has authorized 200,000,000 shares of common stock, $0.001 par value. As of December 31, 2012, 10,063,249 shares were issued and outstanding. | |
Spin-Off - The common shares outstanding, common stock and additional paid in capital have been restated in the September 30, 2012 financial statements to reflect the 10,063,249 common shares, issued by Future Health Care of America to shareholders of record of FAB Universal on September 5, 2012 to effectively spin-off the operations. | Spin-Off - The common shares outstanding, common stock and additional paid in capital have been restated in the December 31, 2011 financial statements to reflect the 10,063,249 common shares, issued by Future Health Care of America to shareholders of record of FAB Universal on September 5, 2012 to effectively spin-off the operations. | |
On May 24, 2013, the Company issued 100,000 common shares valued at $15,000 to employees for services rendered. |
INCOME_TAXES
INCOME TAXES | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||
INCOME TAXES [Abstract] | ' | ' | ||||
INCOME TAXES | ' | ' | ||||
NOTE 6 - INCOME TAXES | NOTE 5 - INCOME TAXES | |||||
The Company accounts for income taxes in accordance with FASB ASC Topic 740, Accounting for Income Taxes which requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting and any available operating loss or tax credit carryforwards. At September 30, 2013 and December 31, 2012 the total of all deferred tax assets was $431,582 and $431,582, respectively, and the total of the deferred tax liabilities was $0 and $0, respectively. The amount of and ultimate realization of the benefits from the deferred tax assets for income tax purposes is dependent, in part, upon the tax laws in effect, the Company's future earnings, and other future events. The Company anticipates earnings in the near future and the realization of the benefit of the deferred tax assets. | The Company accounts for income taxes in accordance with FASB ASC Topic 740, Accounting for Income Taxes which requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting and any available operating loss or tax credit carryforwards. At December 31, 2012 and 2011, the total of all deferred tax assets was $431,582 and $104,965, respectively, and the total of the deferred tax assets related to goodwill was $368,050 and $12,362, respectively. The amount of and ultimate realization of the benefits from the deferred tax assets for income tax purposes is dependent, in part, upon the tax laws in effect, the Company's future earnings, and other future events. The Company believes it is more likely than not that the Company will have earnings in the near future and will realize the benefit of the deferred tax assets. | |||||
We file U.S. federal, and U.S. states return, we are generally no longer subject to tax examinations for years prior to 2009 for U.S. federal and U.S. states tax returns. | The components of income tax expense (benefit) from continuing operations for the Years ended December 31, 2012 and 2011 consist of the following: | |||||
For the Years Ended | ||||||
December 31, | ||||||
2012 | 2011 | |||||
Current tax expense: | ||||||
Federal | $ | 0 | $ | 0 | ||
State | 0 | 0 | ||||
Current tax expense | 0 | 0 | ||||
Deferred tax expense (benefit): | ||||||
Allowance for doubtful accounts | -368 | 5,072 | ||||
Bonus accrual | 5,073 | -3,391 | ||||
Vacation accrual | 8,356 | -337 | ||||
Goodwill | -355,689 | -218,377 | ||||
Net operating loss carryforward | 16,012 | 22,533 | ||||
Subtotal deferred tax expense/(benefit) | -326,618 | -194,500 | ||||
Income tax expense/(benefit) | $ | -326,618 | $ | -194,500 | ||
Deferred income tax expense/(benefit) results primarily from the reversal of temporary timing differences between tax and financial statement income. | ||||||
A reconciliation of income tax expense at the federal statutory rate to income tax expense at the company's effective rate is as follows: | ||||||
For the Years Ended | ||||||
December 31, | ||||||
2012 | 2011 | |||||
Current deferred tax assets: | ||||||
Computed tax at the expected statutory rate | $ | -307,555 | $ | -184,259 | ||
State and local income taxes, net of federal | -20,083 | -11,959 | ||||
Other non-deductible expenses | 1,020 | 1,718 | ||||
Income tax expense/(benefit) | $ | -326,618 | $ | -194,500 | ||
The temporary differences, tax credits and carryforwards gave rise to the following deferred tax asset December 31, 2012 and 2011: | ||||||
December 31, | December 31, | |||||
2012 | 2011 | |||||
Current deferred tax assets (liabilities): | ||||||
Allowance for doubtful accounts | $ | 7,318 | $ | 6,950 | ||
Bonus accrual | 0 | 5,072 | ||||
Vacation accrual | 0 | 8,356 | ||||
Total current deferred tax assets (liabilities) | 7,318 | 20,377 | ||||
Long-term deferred tax assets (liabilities): | ||||||
Excess of goodwill/intangible assets amortization for book over tax | 368,050 | 12,362 | ||||
Net operating loss carryforward | 56,214 | 72,226 | ||||
Total long-term deferred tax assets (liabilities) | $ | 424,264 | $ | 84,588 | ||
Net term deferred tax assets (liabilities) | $ | 431,582 | $ | 104,965 | ||
At December 31, 2012, the company has loss carryforwards of approximately $155,000 that expire in various years through 2032. | ||||||
We file U.S. federal, and U.S. states returns, and we are generally no longer subject to tax examinations for years prior to 2008 for U.S. federal and U.S. states tax returns. |
LEASES
LEASES | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2013 | Dec. 31, 2012 | ||||
LEASES [Abstract] | ' | ' | |||
LEASES | ' | ' | |||
NOTE 7 - LEASES | NOTE 6 - LEASES | ||||
Operating Lease - The Company leases office space in Casper, Wyoming for $4,892 a month through June 2018. The Company further leases space in Billings, Montana for of $1,447 a month through February 2014. | Operating Lease - The Company leases office space in Casper, Wyoming for $4,750 a month through June 2018. The Company further leases space in Billings, Montana for of $1,406 a month through February 2014. | ||||
The future minimum lease payments for non-cancelable operating leases as of September 30, 2013 are as follows: | The future minimum lease payments for non-cancelable operating leases having remaining terms in excess of one year as of December 31, 2012 are as follows: | ||||
Twelve months ending September 30 | |||||
Lease Payments | Year ending December 31: | Lease Payments | |||
2014 | 2013 | $ | 74,732 | ||
65,942 | 2014 | 61,517 | |||
2015 | 2015 | 58,704 | |||
58,704 | 2016 | 58,704 | |||
2016 | 2017 | 58,704 | |||
58,704 | Thereafter | 29,352 | |||
2017 | Total Minimum Lease Payment | $ | 341,713 | ||
58,704 | |||||
2018 | Lease expense charged to operations was $73,880 and $73,872 for the periods ended December 31, 2012 and 2011, respectively. | ||||
44,028 | |||||
Total Minimum Lease Payments | |||||
$ | |||||
286,082 | |||||
Lease expense charged to operations was $56,204 and $55,417 for the nine months ended September 30, 2013 and 2012, respectively. |
INCOME_LOSS_PER_SHARE
INCOME (LOSS) PER SHARE | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | ||||||||||||||||||
INCOME (LOSS) PER SHARE [Abstract] | ' | ' | |||||||||||||||||
INCOME (LOSS) PER SHARE | ' | ' | |||||||||||||||||
NOTE 8 - INCOME/(LOSS) PER SHARE | NOTE 7 -LOSS PER SHARE | ||||||||||||||||||
The following data shows the amounts used in computing income (loss) per share and the weighted average number of shares of common stock outstanding for the periods presented for the periods ended: | The following data shows the amounts used in computing loss per share and the weighted average number of shares of common stock outstanding for the periods presented for the periods ended: | ||||||||||||||||||
For the Three Months | For the Nine Months | ||||||||||||||||||
30-Sep | 30-Sep | 31-Dec-12 | 31-Dec-11 | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | Loss from continuing operations available to common stockholders (numerator) | $ | -577,957 | $ | -347,438 | |||||||||||
Income from continuing operations available to common stockholders (numerator) | $ | 23,691 | $ | -126,556 | $ | 108,853 | $ | 140,389 | Loss available to common stockholders (numerator) | -577,957 | -347,438 | ||||||||
Income available to common stockholders (numerator) | 23,691 | -126,556 | 108,853 | 140,389 | Weighted average number of common shares outstanding during the period used in loss per share (denominator) | 10,063,249 | 10,063,249 | ||||||||||||
Weighted average number of common shares outstanding during the period used in loss per share (denominator) | 10,163,249 | 10,063,249 | 10,110,502 | 10,063,249 |
CONCENTRATION_OF_REVENUES
CONCENTRATION OF REVENUES | 12 Months Ended | |||
Dec. 31, 2012 | ||||
CONCENTRATION OF REVENUES [Abstract] | ' | |||
CONCENTRATION OF REVENUES | ' | |||
NOTE 8 - CONCENTRATION OF REVENUES | ||||
For 2012 and 2011, Medicare and Medicaid reimbursement was 33% and 39% of revenue, respectively. | ||||
The following is a break out of revenue by major customer: | ||||
2012 | 2011 | |||
Medicare | $ 544,331 | $ 476,078 | ||
Medicaid | 906,754 | 912,261 | ||
All Other | 2,930,433 | 2,037,382 | ||
Total Sales | $ 4,381,518 | $ 3,425,721 |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
SUBSEQUENT EVENTS [Abstract] | ' | ' |
SUBSEQUENT EVENTS | ' | ' |
NOTE 9 - SUBSEQUENT EVENTS | NOTE 9 - SUBSEQUENT EVENTS | |
Subsequent events have been evaluated through the date and time of this report: | Subsequent events have been evaluated through the date and time of this report: |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policy) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' | ' |
Organization | ' | ' |
Organization - On June 22, 2012, FAB Universal (FAB) formed Future Healthcare of America ("FHA"), a wholly owned subsidiary. On October 1, 2012, FHA operations were spun-off in a 1 for 1 dividend to the shareholders of record of FAB on September 5, 2012, the record date. Interim Healthcare of Wyoming, Inc. ("Interim"), a Wyoming corporation, a wholly owned subsidiary of Future Healthcare of America, was organized on September 30, 1991. Interim operates primarily in the home healthcare and healthcare staffing services in Wyoming and Montana. On April 3, 2007, Interim purchased the operations of Professional Personnel, Inc., d.b.a., Professional Nursing Personnel Pool. | Organization - On June 22, 2012, FAB Universal (FAB) formed Future Healthcare of America ("FHA"), a wholly owned subsidiary. On October 1, 2012, FHA operations were spun-off in a 1 for 1 dividend to the shareholders of record of FAB on September 5, 2012, the record date. Interim Healthcare of Wyoming, Inc. ("Interim"), a Wyoming corporation, a wholly owned subsidiary of Future Healthcare of America, was organized on September 30, 1991. Interim operates primarily in the home healthcare and healthcare staffing services in Wyoming and Montana. On April 3, 2007, Interim purchased the operations of Professional Personnel, Inc., d.b.a., Professional Nursing Personnel Pool. | |
Spin-Off | ' | ' |
Spin-Off - The common shares outstanding, common stock and additional paid in capital have been restated in the September 30, 2012 financial statements to reflect the 10,063,249 common shares, issued by Future Healthcare of America to shareholders of record of FAB Universal on September 5, 2012 to effectively spin-off the operations. | Spin-Off - The common shares outstanding, common stock and additional paid in capital have been restated in the December 31, 2011 financial statements to reflect the 10,063,249 common shares, issued by Future Healthcare of America to shareholders of record of FAB Universal on September 5, 2012 to effectively spin-off the operations. | |
Accounting Estimates | ' | ' |
Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Management made assumptions and estimates for determining reserve for accounts receivable, obsolete inventory and in determining the impairment of definite life intangible assets and goodwill. Actual results could differ from those estimated by management. | Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Management made assumptions and estimates for determining reserve for accounts receivable, obsolete inventory and in determining the impairment of definite life intangible assets and goodwill. Actual results could differ from those estimated by management. | |
Reclassification | ' | ' |
Reclassification - The financial statements for the period ended prior to September 30, 2013 have been reclassified to conform to the headings and classifications used in the September 30, 2013 financial statements. | Reclassification - The financial statements for the period ended prior to December 31, 2012 have been reclassified to conform to the headings and classifications used in the December 31, 2012 financial statements. | |
Cash and Cash Equivalents | ' | ' |
Cash and Cash Equivalents - The Company considers all highly liquid investments with an original maturity date of three months or less when purchased to be cash equivalents. At September 30, 2013, the Company had $671,524 in excess of federally insured limits. | Cash and Cash Equivalents - The Company considers all highly liquid investments with an original maturity date of three months or less when purchased to be cash equivalents. At December 31, 2012, the Company had no cash balances in excess of federally insured limits. | |
Accounts Receivable | ' | ' |
Accounts Receivable - Accounts receivable consist of trade receivables arising in the normal course of business. At September 30, 2013 and 2012, the Company has an allowance for doubtful accounts of $20,200, which reflects the Company's best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. During the nine months ended September 30, 2013 and 2012, the Company adjusted the allowance for bad debt by $0 and $0, respectfully. | Accounts Receivable - Accounts receivable consist of trade receivables arising in the normal course of business. At December 31, 2012 and 2011, the Company has an allowance for doubtful accounts of $20,200 and $20,200, respectively, which reflects the Company's best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. During the years ended December 31, 2012 and 2011, the Company adjusted the allowance for bad debt by $0. | |
Depreciation | ' | ' |
Depreciation - Depreciation of property and equipment is provided on the straight-line method over the estimated useful lives. | Depreciation - Depreciation of property and equipment is provided on the straight-line method over the estimated useful lives. | |
Long-lived intangible assets | ||
FHA evaluates its long-lived assets for impairment whenever events or change in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to the future net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is the excess of the carrying amount over the fair value of the asset. | ||
Goodwill | ' | ' |
Goodwill - Goodwill is evaluated for impairment annually in the fourth quarter of the Company's fiscal year, and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of goodwill or a significant decrease in expected cash flows. The company recorded an impairment charge of $1,109,852 on goodwill during the quarter ended December 31, 2012 as the estimated fair value of the reporting units was less than their estimated fair values. | Goodwill - Goodwill is evaluated for impairment annually in the fourth quarter of the Company's fiscal year, and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of goodwill or a significant decrease in expected cash flows. The company recorded an impairment charge of $1,109,852 on goodwill, during the quarter ended December 31, 2012 as the estimated fair value of the reporting units was less than their estimated fair values. | |
Income/(Loss) Per Share | ' | ' |
Income /(Loss) Per Share - The Company computes income (loss) per share in accordance with Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 260 Earnings Per Share, which requires the Company to present basic earnings per share and diluted earnings per share when the effect is dilutive (see Note 8). | Loss Per Share - The Company computes loss per share in accordance with FASB ASC Topic 260 Earnings Per Share, which requires the Company to present basic earnings per share and diluted earnings per share when the effect is dilutive (see Note 7). | |
Leases | ' | ' |
Leases - The Company accounts for leases in accordance with Financial FASB ASC Topic 840, ("Accounting for Leases"). Leases that meet one or more of the capital lease criteria of standard are recorded as a capital lease, all other leases are operating leases. | Leases - The Company accounts for leases in accordance with Accounting Standards Codification ("ASC") Topic 840, (formerly Statement of Financial Accounting Standards SFAS No. 13 "Accounting for Leases"). Leases that meet one or more of the capital lease criteria of standard are recorded as a capital lease, all other leases are operating leases. | |
Income Taxes | ' | ' |
Income Taxes - The Company accounts for income taxes in accordance with FASB ASC Topic 740 Accounting for Income Taxes. This topic requires an asset and liability approach for accounting for income taxes (see Note 6). | Income Taxes - The Company accounts for income taxes in accordance with FASB ASC Topic 740 Accounting for Income Taxes. This topic requires an asset and liability approach for accounting for income taxes (see Note 5). | |
Advertising Costs | ' | ' |
Advertising Costs - Advertising costs are expensed as incurred and amounted to $34,999 and $38,120 for the nine months ending September 30, 2013 and 2012, respectively. | Advertising Costs - Advertising costs are expensed as incurred and amounted to $54,162 and $31,040 for the periods ending December 31, 2012 and 2011, respectively. | |
Fair Value of Financial Instruments | ' | ' |
Fair Value of Financial Instruments - The Company accounts for fair value measurements for financial assets and financial liabilities in accordance with FASB ASC Topic 820. The authoritative guidance, which, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exit price, representing the amount that would either be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: | Fair Value of Financial Instruments - The Company accounts for fair value measurements for financial assets and financial liabilities in accordance with FASB ASC Topic 820. The authoritative guidance, which, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exit price, representing the amount that would either be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: | |
• | • | |
Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities; | Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities; | |
• | • | |
Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | |
• | • | |
Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | |
Unless otherwise disclosed, the fair value of the Company's financial instruments including cash, accounts receivable, prepaid expense, accounts payable and accrued expenses approximates their recorded values due to their short-term maturities. | Unless otherwise disclosed, the fair value of the Company's financial instruments including cash, accounts receivable, prepaid expenses, and accounts payable and accrued expenses approximates their recorded values due to their short-term maturities. | |
Revenue Recognition | ' | ' |
Revenue Recognition - Revenue is generated from various payer's including Medicare, Medicaid, Insurance Companies, and various other entities and individuals. In accordance with FASB ASC Topic 605, Revenue is recognized when persuasive evidence of an arrangement exists, services have been provided, the price of services is fixed or determinable, and collection is reasonably assured. Payments received prior to services being provided are recorded as a liability (deferred revenue) until such services are performed. Revenue is recorded as net revenue where contractual adjustments and discounts are deducted from Gross Revenue to determine net revenue. | Revenue Recognition - Revenue is generated from various payer's including Medicare, Medicaid, Insurance Companies, and various other entities and individuals. In accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 605, Revenue is recognized when persuasive evidence of an arrangement exists, services have been provided, the price of services is fixed or determinable, and collection is reasonably assured. Payments received prior to services being provided are recorded as a liability (deferred revenue) until such services are performed. Revenue is recorded as net revenue where contractual adjustments and discounts are deducted from Gross Revenue to determine net revenue. | |
Recently Enacted Accounting Standards | ' | ' |
Recently Enacted Accounting Standards | Recently Enacted Accounting Standards - Recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on the Company's present or future financial statements. | |
Recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on the Company's present or future financial statements. |
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||
PROPERTY AND EQUIPMENT [Abstract] | ' | ' | ||||||||||
Schedule of Property and Equipment | ' | ' | ||||||||||
Life | September 30, | December 31, | Life | December 31, | December 31, | |||||||
2013 | 2012 | 2012 | 2011 | |||||||||
Furniture, fixtures and equipment | 2-10 yrs | $ | 36,384 | $ | 50,397 | Furniture, fixtures and equipment | 2-10 yrs | $ | 50,397 | $ | 89,084 | |
36,384 | 50,397 | 50,397 | 89,084 | |||||||||
Less: Accumulated depreciation | -36,162 | -49,782 | Less: Accumulated depreciation | -49,782 | -84,809 | |||||||
Property & equipment, net | $ | 222 | $ | 615 | Property & equipment, net | $ | 615 | $ | 4,275 |
GOODWILL_Tables
GOODWILL (Tables) | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||
GOODWILL [Abstract] | ' | ' | ||||||||
Schedule of Goodwill Activity | ' | ' | ||||||||
For the Years Ended | ||||||||||
For the periods ended | 31-Dec-12 | 31-Dec-11 | ||||||||
30-Sep-13 | 31-Dec-12 | |||||||||
Goodwill at beginning of period | $ | 1,189,661 | $ | 1,920,486 | ||||||
Goodwill at beginning of period | $ | 79,809 | $ | 1,189,661 | Impairment | -1,109,852 | -730,825 | |||
Impairment | - | -1,109,852 | Goodwill at end of period | $ | 79,809 | $ | 1,189,661 | |||
Goodwill at end of period | $ | 79,809 | $ | 79,809 | ||||||
Goodwill consists of: | December 31, | December 31, | ||||||||
Goodwill consists of: | September 30, | December 31, | 2012 | 2011 | ||||||
2013 | 2012 | Interim Healthcare of Wyoming - Casper | $ | 0 | $ | 585,881 | ||||
Interim Healthcare of Wyoming - Billings | 79,809 | 603,780 | ||||||||
Interim Healthcare of Wyoming - Billings | $ | 79,809 | $ | 79,809 | Total Goodwill | $ | 79,809 | $ | 1,189,661 | |
Total Goodwill | $ | 79,809 | $ | 79,809 | ||||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||
Dec. 31, 2012 | |||||
INCOME TAXES [Abstract] | ' | ||||
Schedule of the Components of Income Tax Expense (Benefit) | ' | ||||
For the Years Ended | |||||
December 31, | |||||
2012 | 2011 | ||||
Current tax expense: | |||||
Federal | $ | 0 | $ | 0 | |
State | 0 | 0 | |||
Current tax expense | 0 | 0 | |||
Deferred tax expense (benefit): | |||||
Allowance for doubtful accounts | -368 | 5,072 | |||
Bonus accrual | 5,073 | -3,391 | |||
Vacation accrual | 8,356 | -337 | |||
Goodwill | -355,689 | -218,377 | |||
Net operating loss carryforward | 16,012 | 22,533 | |||
Subtotal deferred tax expense/(benefit) | -326,618 | -194,500 | |||
Income tax expense/(benefit) | $ | -326,618 | $ | -194,500 | |
Schedule of the Reconciliation of Income Tax Expense | ' | ||||
For the Years Ended | |||||
December 31, | |||||
2012 | 2011 | ||||
Current deferred tax assets: | |||||
Computed tax at the expected statutory rate | $ | -307,555 | $ | -184,259 | |
State and local income taxes, net of federal | -20,083 | -11,959 | |||
Other non-deductible expenses | 1,020 | 1,718 | |||
Income tax expense/(benefit) | $ | -326,618 | $ | -194,500 | |
Schedule of Deferred Tax Assets | ' | ||||
December 31, | December 31, | ||||
2012 | 2011 | ||||
Current deferred tax assets (liabilities): | |||||
Allowance for doubtful accounts | $ | 7,318 | $ | 6,950 | |
Bonus accrual | 0 | 5,072 | |||
Vacation accrual | 0 | 8,356 | |||
Total current deferred tax assets (liabilities) | 7,318 | 20,377 | |||
Long-term deferred tax assets (liabilities): | |||||
Excess of goodwill/intangible assets amortization for book over tax | 368,050 | 12,362 | |||
Net operating loss carryforward | 56,214 | 72,226 | |||
Total long-term deferred tax assets (liabilities) | $ | 424,264 | $ | 84,588 | |
Net term deferred tax assets (liabilities) | $ | 431,582 | $ | 104,965 |
LEASES_Tables
LEASES (Tables) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2013 | Dec. 31, 2012 | ||||
LEASES [Abstract] | ' | ' | |||
Schedule of Future Minimum Lease Payments | ' | ' | |||
Twelve months ending September 30 | Year ending December 31: | Lease Payments | |||
Lease Payments | 2013 | $ | 74,732 | ||
2014 | 2014 | 61,517 | |||
65,942 | 2015 | 58,704 | |||
2015 | 2016 | 58,704 | |||
58,704 | 2017 | 58,704 | |||
2016 | Thereafter | 29,352 | |||
58,704 | Total Minimum Lease Payment | $ | 341,713 | ||
2017 | |||||
58,704 | |||||
2018 | |||||
44,028 | |||||
Total Minimum Lease Payments | |||||
$ | |||||
286,082 |
INCOME_LOSS_PER_SHARE_Tables
INCOME (LOSS) PER SHARE (Tables) | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | ||||||||||||||||||
INCOME (LOSS) PER SHARE [Abstract] | ' | ' | |||||||||||||||||
Schedule of the Amounts Used to Calculate Income (Loss) Per Share | ' | ' | |||||||||||||||||
For the Three Months | For the Nine Months | 31-Dec-12 | 31-Dec-11 | ||||||||||||||||
30-Sep | 30-Sep | Loss from continuing operations available to common stockholders (numerator) | $ | -577,957 | $ | -347,438 | |||||||||||||
2013 | 2012 | 2013 | 2012 | Loss available to common stockholders (numerator) | -577,957 | -347,438 | |||||||||||||
Income from continuing operations available to common stockholders (numerator) | $ | 23,691 | $ | -126,556 | $ | 108,853 | $ | 140,389 | Weighted average number of common shares outstanding during the period used in loss per share (denominator) | 10,063,249 | 10,063,249 | ||||||||
Income available to common stockholders (numerator) | 23,691 | -126,556 | 108,853 | 140,389 | |||||||||||||||
Weighted average number of common shares outstanding during the period used in loss per share (denominator) | 10,163,249 | 10,063,249 | 10,110,502 | 10,063,249 |
CONCENTRATION_OF_REVENUES_Tabl
CONCENTRATION OF REVENUES (Tables) | 12 Months Ended | |||
Dec. 31, 2012 | ||||
CONCENTRATION OF REVENUES [Abstract] | ' | |||
Schedule of Revenues of Major Customers | ' | |||
2012 | 2011 | |||
Medicare | $ 544,331 | $ 476,078 | ||
Medicaid | 906,754 | 912,261 | ||
All Other | 2,930,433 | 2,037,382 | ||
Total Sales | $ 4,381,518 | $ 3,425,721 | ||
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 05, 2012 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' | ' | ' | ' | ' | ' |
Spin off, shares transferred | ' | ' | ' | ' | ' | 10,063,249 |
Cash in excess of federally insured limits | ' | $671,524 | ' | ' | ' | ' |
Allowance for doubtful accounts receivable | 20,200 | 20,200 | 20,200 | 20,200 | 20,200 | ' |
Allowance for doubtful accounts receivable, adjustment | 0 | 0 | 0 | 0 | 0 | ' |
Impairment of goodwill | 1,109,852 | ' | ' | 1,109,852 | 730,825 | ' |
Advertising expense | ' | $34,999 | $38,120 | $54,162 | $31,040 | ' |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' |
Property and equipment | $36,384 | ' | $50,397 | $89,084 |
Less: Accumulated depreciation | -36,162 | ' | -49,782 | -84,809 |
Property and equipment, net | 222 | ' | 615 | 4,275 |
Depreciation expense | 393 | 2,668 | 3,430 | 5,325 |
Furniture, fixtures and equipment [Member] | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' |
Property and equipment | $36,384 | ' | $50,397 | $89,084 |
Furniture, fixtures and equipment [Member] | Minimum [Member] | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' |
Life | '2 years | ' | ' | '2 years |
Furniture, fixtures and equipment [Member] | Maximum [Member] | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' |
Life | '10 years | ' | ' | '10 years |
GOODWILL_Details
GOODWILL (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Goodwill [Line Items] | ' | ' | ' | ' |
Goodwill at beginning of period | $1,189,661 | $79,809 | $1,189,661 | $1,920,486 |
Impairment | -1,109,852 | ' | -1,109,852 | -730,825 |
Goodwill at end of period | 79,809 | 79,809 | 79,809 | 1,189,661 |
Interim Healthcare of Wyoming ? Casper | ' | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' | ' |
Goodwill at end of period | 0 | ' | 0 | 585,881 |
Interim Healthcare of Wyoming - Billings [Member] | ' | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' | ' |
Goodwill at end of period | $79,809 | $79,809 | $79,809 | $603,780 |
NOTE_PAYABLE_Details
NOTE PAYABLE (Details) (USD $) | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 09, 2013 | |
NOTE PAYABLE [Abstract] | ' | ' | ' |
Debt issued | ' | ' | $1,010,000 |
Debt conversion, price per share | $0.25 | ' | ' |
Number of shares called by warrants | 3,030,000 | ' | ' |
Warrants, exercise price | 0.5 | ' | ' |
Warrant expiration period | '4 years | ' | ' |
Number of shares called by greenshoe option | 2,000,000 | ' | ' |
Greenshoe, exercise price | $0.25 | ' | ' |
Option expiration period | '1 year | ' | ' |
Beneficial conversion feature | 952,254 | ' | ' |
Unamortized discount | 912,976 | ' | 952,254 |
Amortization of discount on note payable | 39,278 | ' | ' |
Derivative liability gain (loss) | $175,407 | ' | ' |
CAPITAL_STOCK_Details
CAPITAL STOCK (Details) (USD $) | 9 Months Ended | |||
Sep. 30, 2013 | Dec. 31, 2012 | Sep. 05, 2012 | Dec. 31, 2011 | |
CAPITAL STOCK [Abstract] | ' | ' | ' | ' |
Common stock, shares authorized | 200,000,000 | 200,000,000 | ' | 200,000,000 |
Common stock, par value per share | $0.00 | $0.00 | ' | $0.00 |
Common stock, shares outstanding | 10,163,249 | 10,063,249 | ' | 10,063,249 |
Spin off, shares transferred | ' | ' | 10,063,249 | ' |
Issuance of common stock for services, shares | 100,000 | ' | ' | ' |
Issuance of common stock for services | $15,000 | ' | ' | ' |
INCOME_TAXES_Narrative_Details
INCOME TAXES (Narrative) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
INCOME TAXES [Abstract] | ' | ' | ' |
Deferred tax assets | $431,582 | $431,582 | $104,965 |
Deferred tax liabilities | 0 | 0 | ' |
Deferred tax assets, goodwill | ' | 368,050 | 12,362 |
Loss carryforwards | ' | $155,000 | ' |
INCOME_TAXES_Schedule_of_Compo
INCOME TAXES (Schedule of Components of Income Tax Expense (Benefit)) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
Current tax expense: | ' | ' | ' | ' | ' | ' |
Federal | ' | ' | ' | ' | $0 | $0 |
State | ' | ' | ' | ' | 0 | 0 |
Current tax expense | ' | ' | ' | ' | 0 | 0 |
Deferred tax expense (benefit): | ' | ' | ' | ' | ' | ' |
Allowance for doubtful accounts | ' | ' | ' | ' | -368 | 5,072 |
Bonus accrual | ' | ' | ' | ' | 5,071 | -3,391 |
Vacation accrual | ' | ' | ' | ' | 8,356 | -337 |
Goodwill | ' | ' | ' | ' | -355,689 | -218,377 |
Net operating loss carryforward | ' | ' | ' | ' | 16,012 | 22,533 |
Subtotal deferred tax expense/(benefit) | ' | ' | ' | ' | -326,618 | -194,500 |
Income tax expense/(benefit) | ' | ' | ' | ' | ($326,618) | ($194,500) |
INCOME_TAXES_Schedule_of_Incom
INCOME TAXES (Schedule of Income Tax Expense Reconciliation) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | |
INCOME TAXES [Abstract] | ' | ' |
Computed tax at the expected statutory rate | ($307,555) | ($184,259) |
State and local income taxes, net of federal | -20,083 | -11,959 |
Other non-deductible expenses | 1,020 | 1,718 |
Income tax expense/(benefit) | ($326,618) | ($194,500) |
INCOME_TAXES_Schedule_of_Defer
INCOME TAXES (Schedule of Deferred Tax Assets) (Details) (USD $) | Dec. 31, 2012 | Dec. 31, 2011 |
INCOME TAXES [Abstract] | ' | ' |
Allowance for doubtful accounts | $7,318 | $6,950 |
Bonus accrual | 0 | 5,071 |
Vacation accrual | 0 | 8,356 |
Total current deferred tax assets (liabilities) | 7,318 | 20,377 |
Excess of goodwill/intangible assets amortization for book over tax | 368,050 | 12,362 |
Net operating loss carryforward | 56,214 | 72,226 |
Total long-term deferred tax assets (liabilities) | 424,264 | 84,588 |
Total deferred tax assets (liabilities) | $431,582 | $104,965 |
LEASES_Narrative_Details
LEASES (Narrative) (Details) (USD $) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
Operating Leased Assets [Line Items] | ' | ' | ' | ' |
Lease expense | $56,204 | $55,417 | $73,880 | $73,872 |
Casper, Wyoming [Member] | ' | ' | ' | ' |
Operating Leased Assets [Line Items] | ' | ' | ' | ' |
Monthly rent expense | 4,892 | ' | 4,750 | ' |
Billings, Montana [Member] | ' | ' | ' | ' |
Operating Leased Assets [Line Items] | ' | ' | ' | ' |
Monthly rent expense | $1,447 | ' | $1,406 | ' |
LEASES_Schedule_of_Future_Mini
LEASES (Schedule of Future Minimum Lease Payments) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Twelve months ending September 30: | ' | ' |
2014 | $65,942 | ' |
2015 | 58,704 | ' |
2016 | 58,704 | ' |
2017 | 58,704 | ' |
2018 | 44,028 | ' |
Year ending December 31: | ' | ' |
2013 | ' | 74,732 |
2014 | ' | 61,517 |
2015 | ' | 58,704 |
2016 | ' | 58,704 |
2017 | ' | 58,704 |
Thereafter | ' | 29,352 |
Total Minimum Lease Payments | $286,082 | $341,713 |
INCOME_LOSS_PER_SHARE_Details
INCOME (LOSS) PER SHARE (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
INCOME (LOSS) PER SHARE [Abstract] | ' | ' | ' | ' | ' | ' |
Income/(Loss) from continuing operations available to common stockholders (numerator) | $23,691 | ($126,556) | $108,853 | $140,389 | ($577,957) | ($347,438) |
Income/(Loss) available to common stockholders (numerator) | $23,691 | ($126,556) | $108,853 | $140,389 | ($577,957) | ($347,438) |
Weighted average number of common shares outstanding during the period used in loss per share (denominator) | 10,163,249 | 10,063,249 | 10,110,502 | 10,063,249 | 10,063,249 | 10,063,249 |
CONCENTRATION_OF_REVENUES_Deta
CONCENTRATION OF REVENUES (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | |
Revenue, Major Customer [Line Items] | ' | ' |
Medicare and Medicaid reimbursement, percent of revenue | 33.00% | 39.00% |
Sales | $4,381,518 | $3,425,721 |
Medicare [Member] | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' |
Sales | 544,331 | 476,078 |
Medicaid [Member] | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' |
Sales | 906,754 | 912,261 |
All Other [Member] | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' |
Sales | $2,930,433 | $2,037,382 |