Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2014 | Aug. 10, 2015 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | Financial Restatement | |
Document Period End Date | Mar. 31, 2014 | |
Entity Registrant Name | Future Healthcare of America | |
Entity Central Index Key | 1,552,845 | |
Entity Filer Category | Smaller Reporting Company | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,014 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 10,665,631 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2014 | Dec. 31, 2013 |
CURRENT ASSETS: | ||
Cash | $ 1,104,036 | $ 1,073,686 |
Accounts receivable | 416,061 | 594,911 |
Prepaid expenses | 92,234 | 58,495 |
Deferred tax asset, net | 7,318 | 7,318 |
Total current assets | 1,619,649 | 1,734,410 |
Property and equipment, net | 153 | 188 |
Goodwill | 79,809 | $ 79,809 |
Deposit | 28,224 | |
Deferred tax asset, net | 491,516 | $ 491,516 |
Total assets | 2,219,351 | 2,305,923 |
CURRENT LIABILITIES: | ||
Accounts payable | 73,556 | 74,334 |
Accrued expenses | 149,840 | $ 155,498 |
Deferred revenue | 3,028 | |
Derivative liability | 678,567 | $ 732,242 |
CONVERTIBLE SECURED DEBENTURE PAYABLE, net of discount of $869,922 | 140,078 | |
Total current liabilities | $ 1,045,069 | $ 962,074 |
CONVERTIBLE SECURED DEBENTURE PAYABLE, net of discount of $919,221 | 90,779 | |
Total liabilities | $ 1,045,069 | 1,052,853 |
STOCKHOLDERS' EQUITY | ||
Common stock | 10,440 | 10,163 |
Additional paid-in capital | 1,251,760 | 1,220,123 |
Retained earnings (accumulated deficit) | (87,918) | 22,784 |
Total stockholders' equity | 1,174,282 | 1,253,070 |
Total liabilities and stockholders' equity | $ 2,219,351 | $ 2,305,923 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 |
CONSOLIDATED BALANCE SHEETS [Abstract] | |||
Allowance for doubtful accounts | $ 20,200 | $ 20,200 | $ 20,200 |
Unamortized discount | $ 869,922 | $ 919,221 | |
Common stock authorized | 200,000,000 | 200,000,000 | |
Common stock par value | $ 0.001 | $ 0.001 | |
Common stock outstanding | 10,439,734 | 10,063,249 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
REVENUE | ||
Total Revenue | $ 992,531 | $ 1,212,611 |
COST OF SERVICES | ||
Total Cost of Services | 732,850 | 838,862 |
Gross Profit | 259,681 | 373,749 |
OPERATING EXPENSES | ||
Selling expenses | 14,739 | 20,287 |
General and administrative | 117,753 | 105,604 |
Salaries, wages and related expenses | 154,273 | 161,184 |
Consulting fees | 67,827 | 57,740 |
Total Operating Expenses | 354,592 | 344,815 |
INCOME FROM OPERATIONS | (94,911) | 28,934 |
OTHER INCOME (EXPENSE): | ||
Interest income | 33 | $ 11 |
Interest expense | (69,499) | |
Gain on Derivative | $ 53,675 | |
Other income | $ 2,387 | |
Total Other Income | $ (15,791) | 2,398 |
INCOME BEFORE INCOME TAXES | $ (110,702) | $ 31,332 |
CURRENT INCOME TAX EXPENSE (BENEFIT) | ||
DEFERRED INCOME TAX EXPENSE (BENEFIT) | ||
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS | $ (110,702) | $ 31,332 |
BASIC INCOME PER COMMON SHARE | $ (0.01) | $ 0.003 |
BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | 10,196,981 | 10,063,249 |
DILUTED INCOME PER COMMON SHARE | $ (0.01) | $ 0.003 |
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | 10,196,981 | 10,063,249 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Cash Flows from Operating Activities | ||
Net income | $ (110,702) | $ 31,332 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Interest to be paid with stock | 20,200 | |
Stock issued to consultants | 7,000 | |
Depreciation and amortization expense | 34 | $ 286 |
Accretion on discount | 49,299 | |
Gain on derivative instruments | (53,675) | |
Change in assets and liabilities: | ||
Accounts receivable | 177,132 | $ (30,144) |
Prepaid expenses | (61,963) | 167 |
Accounts payable | (777) | 15,806 |
Accrued expense | (945) | 13,342 |
Deferred revenue | 4,747 | 1,424 |
Net Cash Provided/(Used) by Operating Activities | $ 30,350 | $ 32,213 |
Cash Flows from Investing Activities: | ||
Purchase of property & equipment | ||
Net Cash Used in Investing Activities | ||
Cash Flows from Financing Activities: | ||
Payments (to)/from FAB Universal | ||
Net Cash Provided/ (Used) by Financing Activities | ||
Net Increase (Decrease) in Cash | $ 30,350 | $ 32,213 |
Cash at Beginning of Period | 1,073,686 | 208,458 |
Cash at End of Period | $ 1,104,036 | $ 240,671 |
Supplemental Disclosures of Cash Flow Information | ||
Cash paid during the periods for interest | ||
Cash paid during the periods for income taxes | ||
Supplemental Disclosures of Non-Cash Investing and Financing Activities: | ||
Amortization of discount on note payable | $ 49,299 | |
Depreciation expense | 34 | $ 286 |
Interest expense to be paid with stock | 20,200 | |
Change in FMV of derivative liability | (53,675) | |
Expenditures paid with issuance of common stock | 7,000 | |
Total non-cash expenditures | $ 22,858 | $ 286 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2014 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Accounting Estimates Cash and Cash Equivalents 419,638 Accounts Receivable 20,200 0 Depreciation Goodwill - Income /(Loss) Per Share Leases - Income Taxes Advertising Costs 8,366 13,280 Fair Value of Financial Instruments 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 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 expenses, and accounts payable and accrued expenses approximates their recorded values due to their short-term maturities. Derivative Financial Instruments Revenue Recognition Recently Enacted Accounting Standards - R |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2014 | |
PROPERTY AND EQUIPMENT [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 2 - PROPERTY & EQUIPMENT The following is a summary of property and equipment at: Life March 31, December 31, Furniture, fixtures and equipment 2 10 $ 36,384 $ 36,384 36,384 36,384 Less: Accumulated depreciation (36,231 ) (36,196 ) Property & equipment, net $ 153 $ 188 Depreciation expense for the periods ended March 31, 2014 and 2013 was $ 34 286 |
GOODWILL
GOODWILL | 3 Months Ended |
Mar. 31, 2014 | |
GOODWILL [Abstract] | |
GOODWILL | NOTE 3 - GOODWILL Impairment - During the fourth quarter of 2013, 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 unit. Based upon the results of this analysis, it was determined that the goodwill was not impaired. Goodwill For the periods ended March 31, December 31, 2014 2013 Goodwill at beginning of period $ 79,809 $ 79,809 Impairment - - Goodwill at end of period $ 79,809 $ 79,809 Goodwill consists of: March 31, December 31, 2014 2013 Interim Healthcare of Wyoming - Billings $ 79,809 $ 79,809 Total Goodwill $ 79,809 $ 79,809 |
VARIABLE RATE SENIOR SECURED CO
VARIABLE RATE SENIOR SECURED CONVERTIBLE DEBENTURE | 3 Months Ended |
Mar. 31, 2014 | |
VARIABLE RATE SENIOR SECURED CONVERTIBLE DEBENTURE [Abstract] | |
VARIABLE RATE SENIOR SECURED CONVERTIBLE DEBENTURE | NOTE 4 VARIABLE RATE SENIOR SECURED CONVERTIBLE DEBENTURE On September 9, 2013, the Company closed a Subscription Agreement by which one institutional investor purchased a) a Variable Rate Senior ( 8 1,010,000 0.25 20 March 9, 2015 3,030,000 0.50 four 2,000,000 0.25 one 952,254 82,332 869,922 20,200 Future Maturities of the note payable at March 31, 2014 are as follows: Year ending March 31, 2014, 2015 $ 1,010,000 2016 - 2017 - 2018 - Thereafter - $ 1,010,000 |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2014 | |
DERIVATIVE FINANCIAL INSTRUMENTS [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | NOTE 5 DERIVATIVE FINANCIAL INSTRUMENTS The Company entered into a variable rate senior secured convertible debenture, wherein the Company agreed to register the underlying share, warrants and greenshoe. The fair value of the beneficial conversion feature of the warrants and greenshoe was estimated using the Black Scholes pricing model and totaled $ 952,254 3.45 .90 170 .14 .50 678,567 53,675 |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2014 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 6 FAIR VALUE OF FINANCIAL INSTRUMENTS The Fair Value Measurement and Disclosure Topic of FASB and ASC: 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, and establishes a framework for measuring fair value; Establishes a three-level hierarchy for fair value measurement based upon the transparency of inputs to the valuation as of the measurement date; Expands disclosures about financial instruments measured at fair value. Financial assets and financial liabilities record on the Balance sheet at fair value are categorized based on the reliability of inputs to the valuation techniques as follows: Level 1: Financial assets and financial liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the Company can access. Level 2: Financial assets and financial liabilities whose values are based on the following: Quoted prices for similar assets or liabilities in active markets; Quoted prices for identical or similar assets or liabilities in non-active markets or Valuation models whose inputs are observable, directly or indirectly, for substantially the full term of the assets or liability Level 3: Financial assets and financial liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs may reflect our estimates of the assumptions that market participants would use in valuing the financial assets and financial liabilities. The following tables summarize Level 1, 2 and 3 financial assets and financial (liabilities) by their classification in the Consolidated Balance Sheet: As of March 31, 2014: Level 1 Level 2 Level 3 Derivative liability Registration rights of debenture, warrants and greenshoe - - (678,567 ) |
CAPITAL STOCK
CAPITAL STOCK | 3 Months Ended |
Mar. 31, 2014 | |
CAPITAL STOCK [Abstract] | |
CAPITAL STOCK | NOTE 7 - CAPITAL STOCK Common Stock 200,000,000 0.001 10,439,734 On February 4, 2014, the Company issued 50,000 7,000 On February 18, 2014, the Company issued 226,485 24,913 |
WARRANTS AND GREENSHOE
WARRANTS AND GREENSHOE | 3 Months Ended |
Mar. 31, 2014 | |
WARRANTS AND GREENSHOE [Abstract] | |
WARRANTS AND GREENSHOE | NOTE 8 WARRANTS AND GREENSHOE A summary of the status of the warrants and greenshoe granted is presented below for the twelve months ended: March 31, 2014 December 31, 2013 Shares Weighted Price Shares Weighted Price Outstanding at beginning of period 5,030,000 $ 0.40 - $ - Granted - - 5,030,000 0.40 Exercised - - - - Forfeited - - - - Expired - - - - Outstanding at end of period 5,030,000 $ 0.40 5,030,000 $ 0.40 On September 9, 2013, the Company closed a Subscription Agreement wherein the Company granted warrants to purchase a total of 3,030,000 0.50 four 2,000,000 0.25 one |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2014 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | NOTE 9 - 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 March 31, 2014 and March 31, 2013 the total of all deferred tax assets was $ 498,834 431,582 0 0 |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2014 | |
LEASES [Abstract] | |
LEASES | NOTE 10 LEASES Operating Lease 4,892 1,475 1,490 14,112 The future minimum lease payments for non-cancelable operating leases having remaining terms in excess of one year as of March 31, 2014 are as follows: Twelve months ending March 31 Lease Payments 2015 245,693 2016 133,032 2017 75,094 2018 58,704 2019 14,676 Thereafter - Total Minimum Lease Payments $ 527,199 Lease expense charged to operations was $ 42,691 18,594 |
INCOME_(LOSS) PER SHARE
INCOME/(LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2014 | |
INCOME/(LOSS) PER SHARE [Abstract] | |
INCOME/(LOSS) PER SHARE | NOTE 11 INCOME/(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: For the Three Months March 31 2014 2013 Income/(Loss) from continuing operations available to $ Restated (110,702) $ 31,332 Income/(Loss) available to common stockholders (110,702 ) 31,332 Weighted average number of common shares 10,196,981 10,063,249 At March 31, 2014 and 2013, the Company had 3,030,000 0 0.50 2,000,000 0 0.25 4,139,652 0 |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED UNAUDITED QUARTERLY FINANCIAL INFORMATION | 3 Months Ended |
Mar. 31, 2014 | |
RESTATEMENT OF PREVIOUSLY ISSUED UNAUDITED QUARTERLY FINANCIAL INFORMATION [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED UNAUDITED QUARTERLY FINANCIAL INFORMATION | NOTE 12 - RESTATEMENT OF PREVIOUSLY ISSUED UNAUDITED QUARTERLY FINANCIAL INFORMATION Subsequent to the issuance of our interim financial statements for the first quarter of 2014, management adjusted the amortization of the discount on note payable from straight-line to the effective interest method and reclassified the fair value of registered shares from additional paid in capital to derivative liability as the conversion feature has a ratchet provision. The restatement does not impact Income (Loss) from Operations. The Company has restated certain line items in the unaudited consolidated financial statements. The effect of restatement and the impact on the unaudited consolidated balance sheet as of March 31, 2014, the unaudited consolidated statement of operation and comprehensive income (loss) for the three months ended March 31, 2014, are presented below. As of March 31, 2014 As restated As previously reported Derivative Liability 678,567 497,920 Convertible Note Payable, net of discount 140,078 433,690 Total current liabilities 1,045,069 1,158,034 Total liabilities 1,045,069 1,158,034 Additional paid-in capital 1,251,760 1,405,926 Retained earnings (accumulated deficit) (87,918 ) (355,049 ) Total stockholders' equity 1,174,282 1,061,317 For the three months ended March As restated As previously reported Gain on derivative instrument 53,675 16,302 Interest expense (69,499 ) (188,533 ) Total Other Income (Expense) (15,791 ) (172,198 ) Net (loss) available to common shareholders $ (110,702 ) $ (267,109 ) BASIC AND DILUTED INCOME PER COMMON SHARE FROM CONTINUING OPERATIONS $ 0.01 $ 0.03 BASIC AND DILUTED INCOME PER COMMON SHARE $ 0.01 $ 0.03 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2014 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 - SUBSEQUENT EVENTS Subsequent events have been evaluated through the date and time of this report: On April 22, 2014, the Company issued 175,897 20,200 |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policy) | 3 Months Ended |
Mar. 31, 2014 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Organization | Organization |
Accounting Estimates | Accounting Estimates |
Cash and Cash Equivalents | Cash and Cash Equivalents 419,638 |
Accounts Receivable | Accounts Receivable 20,200 0 |
Depreciation | Depreciation |
Goodwill | Goodwill - |
Income /(Loss) Per Share | Income /(Loss) Per Share |
Leases | Leases - |
Income Taxes | Income Taxes |
Advertising Costs | Advertising Costs 8,366 13,280 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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 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 expenses, and accounts payable and accrued expenses approximates their recorded values due to their short-term maturities. |
Derivative Financial Instruments | Derivative Financial Instruments |
Revenue Recognition | Revenue Recognition |
Recently Enacted Accounting Standards | Recently Enacted Accounting Standards - R |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2014 | |
PROPERTY AND EQUIPMENT [Abstract] | |
Schedule of Property and Equipment | Life March 31, December 31, Furniture, fixtures and equipment 2 10 $ 36,384 $ 36,384 36,384 36,384 Less: Accumulated depreciation (36,231 ) (36,196 ) Property & equipment, net $ 153 $ 188 |
GOODWILL (Tables)
GOODWILL (Tables) | 3 Months Ended |
Mar. 31, 2014 | |
GOODWILL [Abstract] | |
Schedule of Goodwill Activity | For the periods ended March 31, December 31, 2014 2013 Goodwill at beginning of period $ 79,809 $ 79,809 Impairment - - Goodwill at end of period $ 79,809 $ 79,809 Goodwill consists of: March 31, December 31, 2014 2013 Interim Healthcare of Wyoming - Billings $ 79,809 $ 79,809 Total Goodwill $ 79,809 $ 79,809 |
VARIABLE RATE SENIOR SECURED 22
VARIABLE RATE SENIOR SECURED CONVERTIBLE DEBENTURE (Tables) | 3 Months Ended |
Mar. 31, 2014 | |
VARIABLE RATE SENIOR SECURED CONVERTIBLE DEBENTURE [Abstract] | |
Schedule of Future Maturities | Year ending March 31, 2014, 2015 $ 1,010,000 2016 - 2017 - 2018 - Thereafter - $ 1,010,000 |
FAIR VALUE OF FINANCIAL INSTR23
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2014 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract] | |
Schedule of Assets (Liabilities) Measured at Fair Value | As of March 31, 2014: Level 1 Level 2 Level 3 Derivative liability Registration rights of debenture, warrants and greenshoe - - (678,567 ) |
WARRANTS AND GREENSHOE (Tables)
WARRANTS AND GREENSHOE (Tables) | 3 Months Ended |
Mar. 31, 2014 | |
WARRANTS AND GREENSHOE [Abstract] | |
Summary of Activity | March 31, 2014 December 31, 2013 Shares Weighted Price Shares Weighted Price Outstanding at beginning of period 5,030,000 $ 0.40 - $ - Granted - - 5,030,000 0.40 Exercised - - - - Forfeited - - - - Expired - - - - Outstanding at end of period 5,030,000 $ 0.40 5,030,000 $ 0.40 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2014 | |
LEASES [Abstract] | |
Schedule of Future Minimum Lease Payments | Twelve months ending March 31 Lease Payments 2015 245,693 2016 133,032 2017 75,094 2018 58,704 2019 14,676 Thereafter - Total Minimum Lease Payments $ 527,199 |
INCOME_(LOSS) PER SHARE (Tables
INCOME/(LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2014 | |
INCOME/(LOSS) PER SHARE [Abstract] | |
Schedule of Income/(Loss) Per Share | For the Three Months March 31 2014 2013 Income/(Loss) from continuing operations available to $ Restated (110,702) $ 31,332 Income/(Loss) available to common stockholders (110,702 ) 31,332 Weighted average number of common shares 10,196,981 10,063,249 |
RESTATEMENT OF PREVIOUSLY ISS27
RESTATEMENT OF PREVIOUSLY ISSUED UNAUDITED QUARTERLY FINANCIAL INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2014 | |
RESTATEMENT OF PREVIOUSLY ISSUED UNAUDITED QUARTERLY FINANCIAL INFORMATION [Abstract] | |
Schedule of effect of restatement and impact on quarterly financial information | As of March 31, 2014 As restated As previously reported Derivative Liability 678,567 497,920 Convertible Note Payable, net of discount 140,078 433,690 Total current liabilities 1,045,069 1,158,034 Total liabilities 1,045,069 1,158,034 Additional paid-in capital 1,251,760 1,405,926 Retained earnings (accumulated deficit) (87,918 ) (355,049 ) Total stockholders' equity 1,174,282 1,061,317 For the three months ended March As restated As previously reported Gain on derivative instrument 53,675 16,302 Interest expense (69,499 ) (188,533 ) Total Other Income (Expense) (15,791 ) (172,198 ) Net (loss) available to common shareholders $ (110,702 ) $ (267,109 ) BASIC AND DILUTED INCOME PER COMMON SHARE FROM CONTINUING OPERATIONS $ 0.01 $ 0.03 BASIC AND DILUTED INCOME PER COMMON SHARE $ 0.01 $ 0.03 |
SUMMARY OF SIGNIFICANT ACCOUN28
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||
Cash in excess of federally insured limits | $ 419,638 | ||
Allowance for doubtful accounts receivable | 20,200 | $ 20,200 | $ 20,200 |
Adjustment to allowance for doubtful accounts receivable | 0 | 0 | |
Advertising expense | $ 8,366 | $ 13,280 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 36,384 | $ 36,384 | |
Less: Accumulated depreciation | (36,231) | (36,196) | |
Property and equipment, net | 153 | 188 | |
Depreciation expense | 34 | $ 286 | |
Furniture, fixtures and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 36,384 | $ 36,384 | |
Furniture, fixtures and equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Life | 2 years | ||
Furniture, fixtures and equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Life | 10 years |
GOODWILL (Details)
GOODWILL (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Goodwill [Line Items] | ||
Goodwill at beginning of period | $ 79,809 | $ 79,809 |
Impairment | ||
Goodwill at end of period | $ 79,809 | $ 79,809 |
Interim Healthcare of Wyoming - Billings [Member] | ||
Goodwill [Line Items] | ||
Goodwill at beginning of period | 79,809 | |
Goodwill at end of period | $ 79,809 | $ 79,809 |
VARIABLE RATE SENIOR SECURED 31
VARIABLE RATE SENIOR SECURED CONVERTIBLE DEBENTURE (Details) - USD ($) | 3 Months Ended | 7 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | |
VARIABLE RATE SENIOR SECURED CONVERTIBLE DEBENTURE [Abstract] | ||||
Principal amount | $ 1,010,000 | $ 1,010,000 | ||
Variable interest rate | 8.00% | 8.00% | ||
Conversion price per share | $ 0.25 | $ 0.25 | ||
Trading days prior to conversion | 20 days | |||
Maturity date | Mar. 9, 2015 | |||
Beneficial conversion feature | $ 952,254 | $ 952,254 | ||
Derivative liability | 678,567 | $ 678,567 | 732,242 | |
Amortization of discount on note payable | 49,299 | 82,332 | ||
Unamortized discount | 869,922 | 869,922 | $ 919,221 | |
Accrued interest | 20,200 | 20,200 | ||
Future Maturities of the note payable | ||||
2,015 | $ 1,010,000 | $ 1,010,000 | ||
2,016 | ||||
2,017 | ||||
2,018 | ||||
Thereafter | ||||
Total | $ 1,010,000 | $ 1,010,000 | ||
Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of shares purchasable | 3,030,000 | 3,030,000 | ||
Exercise price per share | $ 0.50 | $ 0.50 | ||
Exercisable period | 4 years | |||
Greenshoe [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of shares purchasable | 2,000,000 | 2,000,000 | ||
Exercise price per share | $ 0.25 | $ 0.25 | ||
Exercisable period | 1 year |
DERIVATIVE FINANCIAL INSTRUME32
DERIVATIVE FINANCIAL INSTRUMENTS (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
DERIVATIVE FINANCIAL INSTRUMENTS [Abstract] | |||
Beneficial conversion feature | $ 952,254 | $ 952,254 | |
Life | 3 years 5 months 12 days | ||
Risk free interest rate | 0.90% | ||
Volatility | 170.00% | ||
Stock price | $ 0.14 | ||
Exercise price | $ 0.50 | ||
Derivative liability | $ 678,567 | $ 732,242 | |
Gain from change in fair value of derivative liability | $ 53,675 |
FAIR VALUE OF FINANCIAL INSTR33
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) | Mar. 31, 2014USD ($) |
Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative liability - Registration rights of debenture, warrants and greenshoe | |
Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative liability - Registration rights of debenture, warrants and greenshoe | |
Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative liability - Registration rights of debenture, warrants and greenshoe | $ (678,567) |
CAPITAL STOCK (Details)
CAPITAL STOCK (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | |
CAPITAL STOCK [Abstract] | ||
Common stock authorized | 200,000,000 | 200,000,000 |
Common stock par value | $ 0.001 | $ 0.001 |
Common stock outstanding | 10,439,734 | 10,063,249 |
Common stock issued | 10,439,734 | |
Issuance of common stock for services, shares | 50,000 | |
Issuance of common stock for services | $ 7,000 | |
Issuance of common stock for accrued liabilities, shares | 226,485 | |
Issuance of common stock for accrued liabilities | $ 24,913 |
WARRANTS AND GREENSHOE (Narrati
WARRANTS AND GREENSHOE (Narrative) (Details) - Mar. 31, 2014 - $ / shares | Total |
Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Number of shares purchasable | 3,030,000 |
Exercise price per share | $ 0.50 |
Exercisable period | 4 years |
Greenshoe [Member] | |
Class of Warrant or Right [Line Items] | |
Number of shares purchasable | 2,000,000 |
Exercise price per share | $ 0.25 |
Exercisable period | 1 year |
WARRANTS AND GREENSHOE (Summary
WARRANTS AND GREENSHOE (Summary of Activity) (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
WARRANTS AND GREENSHOE [Abstract] | ||
Outstanding at beginning of period | 5,030,000 | |
Granted | 5,030,000 | |
Exercised | ||
Forfeited | ||
Expired | ||
Outstanding at end of period | 5,030,000 | 5,030,000 |
Weighted average exercise price | ||
Outstanding at beginning of period | $ 0.40 | |
Granted | $ 0.40 | |
Exercised | ||
Forfeited | ||
Expired | ||
Outstanding at end of period | $ 0.40 | $ 0.40 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) | Mar. 31, 2014 | Mar. 31, 2013 |
INCOME TAXES [Abstract] | ||
Deferred tax assets | $ 498,834 | $ 431,582 |
Deferred tax liabilities | $ 0 | $ 0 |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
LEASES [Abstract] | ||
Lease expense | $ 42,691 | $ 18,594 |
Casper, Wyoming [Member] | ||
Operating Leased Assets [Line Items] | ||
Monthly lease | 4,892 | |
Billings, Montana [Member] | ||
Operating Leased Assets [Line Items] | ||
Monthly lease | 1,475 | |
Future monthly lease | 1,490 | |
Palm Beach, Florida [Member] | ||
Operating Leased Assets [Line Items] | ||
Monthly lease | $ 14,112 |
LEASES (Schedule of Future Mini
LEASES (Schedule of Future Minimum Lease Payments) (Details) | Mar. 31, 2014USD ($) |
Twelve months ending March 31 | |
2,015 | $ 245,693 |
2,016 | 133,032 |
2,017 | 75,094 |
2,018 | 58,704 |
2,019 | $ 14,676 |
Thereafter | |
Total Minimum Lease Payment | $ 527,199 |
INCOME_(LOSS) PER SHARE (Schedu
INCOME/(LOSS) PER SHARE (Schedule of Loss Per Share) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
INCOME/(LOSS) PER SHARE [Abstract] | ||
Income/(Loss) from continuing operations available to common stockholders (numerator) | $ (110,702) | $ 31,332 |
Income/(Loss) available to common stockholders (numerator) | $ (110,702) | $ 31,332 |
Weighted average number of common shares outstanding during the period used in loss per share (denominator) | 10,196,981 | 10,063,249 |
INCOME_(LOSS) PER SHARE (Narrat
INCOME/(LOSS) PER SHARE (Narrative) (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 3,030,000 | 0 |
Exercise price per share | $ 0.50 | |
Greenshoe [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 2,000,000 | 0 |
Exercise price per share | $ 0.25 | |
Convertible debenture [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 4,139,652 | 0 |
RESTATEMENT OF PREVIOUSLY ISS42
RESTATEMENT OF PREVIOUSLY ISSUED UNAUDITED QUARTERLY FINANCIAL INFORMATION (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
RESTATEMENT OF PREVIOUSLY ISSUED UNAUDITED QUARTERLY FINANCIAL INFORMATION [Line Items] | |||
Derivative Liability | $ 678,567 | $ 732,242 | |
Convertible Note Payable, net of discount | 140,078 | ||
Total current liabilities | 1,045,069 | $ 962,074 | |
Total liabilities | 1,045,069 | 1,052,853 | |
Additional paid-in capital | 1,251,760 | 1,220,123 | |
Retained earnings (accumulated deficit) | (87,918) | 22,784 | |
Total stockholders' equity | 1,174,282 | $ 1,253,070 | |
Gain on derivative instrument | 53,675 | ||
Interest expense | (69,499) | ||
Total Other Income (Expense) | (15,791) | $ 2,398 | |
Net (loss) available to common shareholders | $ (110,702) | $ 31,332 | |
BASIC AND DILUTED INCOME PER COMMON SHARE FROM CONTINUING OPERATIONS | $ 0.01 | ||
BASIC AND DILUTED INCOME PER COMMON SHARE | $ 0.01 | ||
As previously reported [Member] | |||
RESTATEMENT OF PREVIOUSLY ISSUED UNAUDITED QUARTERLY FINANCIAL INFORMATION [Line Items] | |||
Derivative Liability | $ 497,920 | ||
Convertible Note Payable, net of discount | 433,690 | ||
Total current liabilities | 1,158,034 | ||
Total liabilities | 1,158,034 | ||
Additional paid-in capital | 1,405,926 | ||
Retained earnings (accumulated deficit) | (355,049) | ||
Total stockholders' equity | 1,061,317 | ||
Gain on derivative instrument | 16,302 | ||
Interest expense | (188,533) | ||
Total Other Income (Expense) | (172,198) | ||
Net (loss) available to common shareholders | $ (267,109) | ||
BASIC AND DILUTED INCOME PER COMMON SHARE FROM CONTINUING OPERATIONS | $ 0.03 | ||
BASIC AND DILUTED INCOME PER COMMON SHARE | $ 0.03 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Apr. 22, 2014 | Mar. 31, 2014 |
Subsequent Event [Line Items] | ||
Issuance of common stock for accrued liabilities, shares | 226,485 | |
Issuance of common stock for accrued liabilities | $ 24,913 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Issuance of common stock for accrued liabilities, shares | 175,897 | |
Issuance of common stock for accrued liabilities | $ 20,200 |