Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 02, 2015 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Entity Registrant Name | Future Healthcare of America | |
Entity Central Index Key | 1,552,845 | |
Entity Filer Category | Smaller Reporting Company | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 11,265,631 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Cash | $ 547,449 | $ 793,193 |
Accounts receivable | 452,133 | 355,223 |
Prepaid expenses | 58,304 | $ 64,853 |
Note receivable | 40,000 | |
Total current assets | 1,097,886 | $ 1,213,269 |
Property and equipment, net | 52 | 101 |
Deposit | 14,112 | 28,224 |
Total assets | 1,112,050 | 1,241,594 |
CURRENT LIABILITIES: | ||
Accounts payable | 65,669 | 50,963 |
Accrued expenses | 248,735 | 151,090 |
Derivative liability | 1,293,423 | 641,010 |
Deferred revenue | 4,578 | 10,351 |
CONVERTIBLE SECURED DEBENTURE PAYABLE, net of discount of $0 and $364,994, respectively | 1,010,000 | 645,006 |
Total current liabilities | 2,622,405 | 1,498,420 |
Total liabilities | 2,622,405 | 1,498,420 |
STOCKHOLDERS' (DEFICIT) | ||
Common stock | 11,266 | 10,616 |
Additional paid-in capital | 1,313,160 | 1,271,784 |
Accumulated (deficit) | (2,834,781) | (1,539,226) |
Total stockholders' (deficit) | (1,510,355) | (256,826) |
Total liabilities and stockholders' deficit | $ 1,112,050 | $ 1,241,594 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 |
CONSOLIDATED BALANCE SHEETS [Abstract] | |||
Unamortized discount | $ 0 | $ 364,994 | |
Allowance for doubtful accounts | $ 20,200 | $ 20,200 | $ 20,200 |
Common stock authorized | 200,000,000 | 200,000,000 | |
Common stock par value | $ 0.001 | $ 0.001 | |
Common stock outstanding | 11,265,631 | 10,615,631 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
REVENUE | ||||
Total Revenue | $ 973,647 | $ 1,029,606 | $ 2,875,340 | $ 2,894,224 |
COST OF SERVICES | ||||
Total Cost of Services | 648,954 | 738,842 | 1,987,266 | 2,143,797 |
Gross Profit | 324,693 | 290,764 | 888,074 | 750,427 |
OPERATING EXPENSES | ||||
Selling expenses | 38,276 | 15,035 | 103,530 | 47,185 |
General and administrative | 121,967 | 146,935 | 329,938 | 412,042 |
Salaries, wages and related expenses | 175,034 | 153,076 | 458,951 | 466,823 |
Professional and consulting fees | 51,612 | 45,395 | 198,191 | 183,722 |
Total Operating Expenses | 386,889 | 360,441 | 1,090,610 | 1,109,772 |
LOSS FROM OPERATIONS | (62,196) | (69,677) | (202,536) | (359,345) |
OTHER INCOME (EXPENSE): | ||||
Interest income | 43 | 38 | 137 | 125 |
Gain/(loss) on derivative | (801,355) | 103,842 | (652,413) | 560,501 |
Interest expense | (25,250) | $ (173,881) | (440,744) | (350,622) |
Other income (expense) | 1 | 1 | 20,260 | |
Total Other Income (Expense) | (826,561) | $ (70,001) | (1,093,019) | 230,264 |
LOSS BEFORE INCOME TAXES | $ (888,757) | $ (139,678) | $ (1,295,555) | $ (129,081) |
CURRENT INCOME TAX EXPENSE (BENEFIT) | ||||
DEFERRED INCOME TAX EXPENSE (BENEFIT) | ||||
NET LOSS AVAILABLE TO COMMON SHAREHOLDERS | $ (888,757) | $ (139,678) | $ (1,295,555) | $ (129,081) |
BASIC LOSS PER COMMON SHARE | $ (0.08) | $ (0.01) | $ (0.12) | $ (0.01) |
BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | 10,796,066 | 10,515,631 | 10,708,305 | 10,396,407 |
DILUTED LOSS PER COMMON SHARE | $ (0.08) | $ (0.01) | $ (0.12) | $ (0.01) |
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | 10,796,066 | 10,515,631 | 10,708,305 | 10,396,407 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash Flows from Operating Activities | ||
Net loss | $ (1,295,555) | $ (129,081) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest to be paid with stock | 75,750 | 61,778 |
Stock issued to consultants | 7,000 | 7,000 |
Depreciation and amortization expense | 49 | 70 |
Accretion on discount | 364,994 | 288,844 |
Loss (gain) on derivative instruments | 652,413 | (560,501) |
Change in assets and liabilities: | ||
Accounts receivable | (96,911) | 173,083 |
Prepaid expenses | 20,662 | (46,419) |
Accounts payable | 14,706 | (53,022) |
Accrued expense | 56,921 | (9,630) |
Deferred revenue | (5,773) | 3,759 |
Net Cash Used in Operating Activities | (205,744) | $ (264,119) |
Cash Flows from Investing Activities: | ||
Issuance of Note Receivable | (40,000) | |
Net Cash Used in Investing Activities | $ (40,000) | |
Cash Flows from Financing Activities: | ||
Net Cash Provided/ (Used) by Financing Activities | ||
Net Increase (Decrease) in Cash | $ (245,744) | $ (264,119) |
Cash at Beginning of Period | 793,193 | 1,073,686 |
Cash at End of Period | $ 547,449 | $ 809,567 |
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 | $ 364,994 | $ 288,844 |
Depreciation expense | 49 | 70 |
Interest expense to be paid with stock | 70,750 | 61,778 |
Change in FMV of derivative liability | 652,413 | (560,501) |
Expenditures paid with issuance of common stock | 7,000 | 7,000 |
Total non-cash expenditures | $ 1,095,206 | $ (202,809) |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2015 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
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. On November 14, 2014, FHA organized Future Healthcare Services Corp. (FHS), Interim Healthcare of Wyoming, Inc. (Interim), a Wyoming corporation, a wholly owned subsidiary of FHS, was organized on September 30, 1991. 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. 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. 107,863 Accounts Receivable Accounts receivable consist of trade receivables arising in the normal course of business. At September 30, 2015 and 2014, 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 three months ended September 30, 2015 and 2014, the Company adjusted the allowance for bad debt by 0 . Depreciation Income /(Loss) Per Share Leases - Income Taxes Advertising Costs Advertising costs are expensed as incurred and amounted to $ 32,775 and $ 25,535 for the nine months ending September 30, 2015 and 2014, respectively. Revenue Recognition 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 The Company is required to recognize all of its derivative instruments as either assets or liabilities in the Consolidated Balance Sheets at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated, and is effective, as a hedge and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, or cash flow hedge. Gains and losses related to a hedge are either recognized in income immediately to offset the gain or loss on the hedged item or are deferred and reported as a component of Accumulated Other Comprehensive Income in the Stockholders' Equity and subsequently recognized in Net income when the hedged item affects Net income. The change in fair value of the ineffective portion of a financial instrument is recognized in Net income immediately. The gain or loss related to financial instruments that are not designated as hedges are recognized immediately in Net income. Recently Enacted Accounting Standards - In February 2015, the FASB issued Accounting Standards Update No. 2015-02 (ASU 2015-02) "Consolidation (Topic 810): Amendments to the Consolidation Analysis." ASU 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. It is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. We do not anticipate the adoption of ASU 2015-02 will have any impact on our consolidated financial statements. In May 2014, the Financial Accounting Standards Board (FASB) issued a new standard to achieve a consistent application of revenue recognition within the U.S., resulting in a single revenue model to be applied by reporting companies under U.S. generally accepted accounting principles. Under the new model, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. On July 9, 2015, the FASB agreed to delay the effective date by one year. In accordance with the agreed upon delay, the new standard is effective for us beginning in the first quarter of 2018 and we expect to adopt it at that time. The new standard is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. We have not yet selected a transition method nor have we determined the impact of the new standard on our consolidated condensed financial statements. Other 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. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2015 | |
GOING CONCERN [Abstract] | |
GOING CONCERN | NOTE 2 - GOING CONCERN The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles of the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has incurred losses, an accumulated deficit and has a short-term note payable in excess of anticipated cash, which is currently past due. These factors raise substantial doubt about the ability of the Company to continue as a going concern. There is no assurance that the Company will be successful in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
NOTE RECEIVABLE
NOTE RECEIVABLE | 9 Months Ended |
Sep. 30, 2015 | |
NOTE RECEIVABLE [Abstract] | |
NOTE RECEIVABLE | NOTE 3 NOTE RECEIVABLE On September 1, 2015, the Company extended a $ 100,000 6 October 31, 2015 40,000 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2015 | |
PROPERTY AND EQUIPMENT [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 - PROPERTY & EQUIPMENT The following is a summary of property and equipment at: Life September 30, 2015 December 31, 2014 Furniture, fixtures and equipment 2 - 10 yrs. $ 36,384 $ 36,384 36,384 36,384 Less: Accumulated depreciation (36,332 ) (36,283 ) Property & equipment, net $ 52 $ 101 Depreciation expense for the nine months ended September 30, 2015 and 2014 was $ 49 and $ 70 , respectively. |
VARIABLE RATE SENIOR SECURED CO
VARIABLE RATE SENIOR SECURED CONVERTIBLE DEBENTURE | 9 Months Ended |
Sep. 30, 2015 | |
VARIABLE RATE SENIOR SECURED CONVERTIBLE DEBENTURE [Abstract] | |
VARIABLE RATE SENIOR SECURED CONVERTIBLE DEBENTURE | NOTE 5 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 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. On September 9, 2014 the greenshoe expired unexercised. March 9, 2015 The fair value of the beneficial conversion feature of the warrants and greenshoe totaled $ 952,254 952,254 952,254 107,552 |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2015 | |
DERIVATIVE FINANCIAL INSTRUMENTS [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | NOTE 6 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 As of March 9, 2015 and March 31, 2015, the fair value of the unregistered conversion feature of the Note Payable based on the following assumptions (Life 0 0 0 .15 .25 0 233,816 1.95 0.64 218.07 .49 .50 1,293,423 801,355 for the three months ended September 30, 2015. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2015 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 7 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 September 30, 2015: Level 1 Level 2 Level 3 Derivative liability Conversion feature of warrants - - (1,293,423) |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended |
Sep. 30, 2015 | |
CAPITAL STOCK [Abstract] | |
CAPITAL STOCK | NOTE 8 - CAPITAL STOCK Common Stock - The Company has authorized 200,000,000 shares of common stock, $ 0.001 par value. As of September 30, 2015 , 11,265,631 shares were issued and outstanding. On January 7, 2015, the Company issued 50,000 7,000 On September 10, 2015, the Company issued 600,000 35,026 On February 4, 2014 , the Company issued 50,000 unregistered common shares valued at $ 7,000 for consulting services. On February 18, 2014 , the Company issued 226,485 common shares in payment of $ 24,913 of accrued interest on the variable rate senior secured convertible debenture. On April 22, 2014, the Company issued 175,897 20,200 |
WARRANTS AND GREENSHOE
WARRANTS AND GREENSHOE | 9 Months Ended |
Sep. 30, 2015 | |
WARRANTS AND GREENSHOE [Abstract] | |
WARRANTS AND GREENSHOE | NOTE 9 WARRANTS AND GREENSHOE A summary of the status of the warrants granted is presented below for the nine months ended: September 30, 2015 December 31, 2014 Shares Price Shares Weighted Price Outstanding at beginning of period 3,030,000 $ 0.50 5,030,000 $ 0.40 Granted - - - - Exercised - - - - Forfeited - - - - Expired - - (2,000,000 ) 0.25 Outstanding at end of period 3,030,000 $ 0.50 3,030,000 $ 0.50 On September 9, 2013 , the Company closed a Subscription Agreement wherein the Company granted warrants to purchase a total of 3,030,000 shares of common stock, at $ 0.50 per share, exercisable for four years. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2015 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | NOTE 10 - 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. 500,000 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2015 | |
LEASES [Abstract] | |
LEASES | NOTE 11 LEASES Operating Lease - The Company leases office space in Casper, Wyoming for $4,892 a month through June 2018. The future minimum lease payments for non-cancelable operating leases having remaining terms in excess of one year as of September 30, 2015 are as follows: Twelve months ending September 30, Lease Payments 2015 76,584 2016 66,154 2017 44,028 2018 - 2019 - Thereafter - Total Minimum Lease Payments $ 186,766 Lease expense charged to operations was $71,168 and $165,401 for the nine months ended September 30, 2015 and 2014, respectively. |
INCOME_(LOSS) PER SHARE
INCOME/(LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2015 | |
INCOME/(LOSS) PER SHARE [Abstract] | |
INCOME/(LOSS) PER SHARE | NOTE 12 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 For the Nine Months September 30 September 30 2015 2014 2015 2014 Loss before income taxes (numerator) $ (888,757 ) $ (139,678 ) $ (1,295,555 ) $ (129,081) Net loss available to common stockholders (numerator) (888,757 ) (139,678 ) (1,295,555 ) (129,081) Weighted average number of common shares outstanding during the period used in loss per share (denominator) 10,796,066 10,515,631 10,708,305 10,396,407 At September 30 , 201 5 and 201 4 , the Company had 3,030,000 3,030,000 , respectively , warrants to purchase common stock of the Company at $ 0.50 per share , 0 2,000,000 to purchase common stock of the Company at $ 0.25 per share and a convertible debenture paya ble wherein the holder could convert the note and underlying accrued interest into a minimum of 4,812,716 and 4,139,652 , respectively shares of common stock which were not included in the loss per share computation because their effect would be anti-dilutive. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2015 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 13 RELATED PARTY TRANSACTIONS During the nine months ended September 30, 2015, an entity controlled by the CEO and shareholder of the Company used and paid $ 98,784 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2015 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 - SUBSEQUENT EVENTS Subsequent events have been evaluated through the date and time of this report. On October 6, 2015, the Company received written notice from F3 & Associates, Inc., a California corporation (F3), that F3 has elected to terminate the Merger and Share Exchange Agreement executed by the Company and F3 on September 4, 2015 (the Merger Agreement). On November 2, 2015, the company received a $ 40,000 |
SUMMARY OF SIGNIFICANT ACCOUN20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policy) | 9 Months Ended |
Sep. 30, 2015 | |
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. On November 14, 2014, FHA organized Future Healthcare Services Corp. (FHS), Interim Healthcare of Wyoming, Inc. (Interim), a Wyoming corporation, a wholly owned subsidiary of FHS, was organized on September 30, 1991. |
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. |
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. 107,863 |
Accounts Receivable | Accounts Receivable Accounts receivable consist of trade receivables arising in the normal course of business. At September 30, 2015 and 2014, 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 three months ended September 30, 2015 and 2014, the Company adjusted the allowance for bad debt by 0 . |
Depreciation | Depreciation |
Income /(Loss) Per Share | Income /(Loss) Per Share |
Leases | Leases - |
Income Taxes | Income Taxes |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and amounted to $ 32,775 and $ 25,535 for the nine months ending September 30, 2015 and 2014, respectively. |
Revenue Recognition | Revenue Recognition |
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 The Company is required to recognize all of its derivative instruments as either assets or liabilities in the Consolidated Balance Sheets at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated, and is effective, as a hedge and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, or cash flow hedge. Gains and losses related to a hedge are either recognized in income immediately to offset the gain or loss on the hedged item or are deferred and reported as a component of Accumulated Other Comprehensive Income in the Stockholders' Equity and subsequently recognized in Net income when the hedged item affects Net income. The change in fair value of the ineffective portion of a financial instrument is recognized in Net income immediately. The gain or loss related to financial instruments that are not designated as hedges are recognized immediately in Net income. |
Recently Enacted Accounting Standards | Recently Enacted Accounting Standards - In February 2015, the FASB issued Accounting Standards Update No. 2015-02 (ASU 2015-02) "Consolidation (Topic 810): Amendments to the Consolidation Analysis." ASU 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. It is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. We do not anticipate the adoption of ASU 2015-02 will have any impact on our consolidated financial statements. In May 2014, the Financial Accounting Standards Board (FASB) issued a new standard to achieve a consistent application of revenue recognition within the U.S., resulting in a single revenue model to be applied by reporting companies under U.S. generally accepted accounting principles. Under the new model, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. On July 9, 2015, the FASB agreed to delay the effective date by one year. In accordance with the agreed upon delay, the new standard is effective for us beginning in the first quarter of 2018 and we expect to adopt it at that time. The new standard is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. We have not yet selected a transition method nor have we determined the impact of the new standard on our consolidated condensed financial statements. Other 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 |
Sep. 30, 2015 | |
PROPERTY AND EQUIPMENT [Abstract] | |
Schedule of Property and Equipment | Life September 30, 2015 December 31, 2014 Furniture, fixtures and equipment 2 - 10 yrs. $ 36,384 $ 36,384 36,384 36,384 Less: Accumulated depreciation (36,332 ) (36,283 ) Property & equipment, net $ 52 $ 101 |
FAIR VALUE OF FINANCIAL INSTR22
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract] | |
Schedule of Assets (Liabilities) Measured at Fair Value | As of September 30, 2015: Level 1 Level 2 Level 3 Derivative liability Conversion feature of warrants - - (1,293,423 |
WARRANTS AND GREENSHOE (Tables)
WARRANTS AND GREENSHOE (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
WARRANTS AND GREENSHOE [Abstract] | |
Summary of Activity | September 30, 2015 December 31, 2014 Shares Price Shares Weighted Price Outstanding at beginning of period 3,030,000 $ 0.50 5,030,000 $ 0.40 Granted - - - - Exercised - - - - Forfeited - - - - Expired - - (2,000,000 ) 0.25 Outstanding at end of period 3,030,000 $ 0.50 3,030,000 $ 0.50 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
LEASES [Abstract] | |
Schedule of Future Minimum Lease Payments | Twelve months ending September 30, Lease Payments 2015 76,584 2016 66,154 2017 44,028 2018 - 2019 - Thereafter - Total Minimum Lease Payments $ 186,766 |
INCOME_(LOSS) PER SHARE (Tables
INCOME/(LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
INCOME/(LOSS) PER SHARE [Abstract] | |
Schedule of Income/(Loss) Per Share | For the Three Months For the Nine Months September 30 September 30 2015 2014 2015 2014 Loss before income taxes (numerator) $ (888,757 ) $ (139,678 ) $ (1,295,555 ) $ (129,081) Net loss available to common stockholders (numerator) (888,757 ) (139,678 ) (1,295,555 ) (129,081) Weighted average number of common shares outstanding during the period used in loss per share (denominator) 10,796,066 10,515,631 10,708,305 10,396,407 |
SUMMARY OF SIGNIFICANT ACCOUN26
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||
Cash in excess of federally insured limits | $ 107,863 | $ 107,863 | |||
Allowance for doubtful accounts receivable | 20,200 | $ 20,200 | 20,200 | $ 20,200 | $ 20,200 |
Adjustment to allowance for doubtful accounts receivable | $ 0 | $ 0 | |||
Advertising expense | $ 32,775 | $ 25,535 |
NOTE RECEIVABLE (Details)
NOTE RECEIVABLE (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 01, 2015 | Dec. 31, 2014 | |
NOTE RECEIVABLE [Abstract] | |||
Note receivable | $ 40,000 | $ 100,000 | |
Note Receivable, Interest Rate | 6.00% | ||
Note Receivable, Maturity Date | Oct. 31, 2015 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 36,384 | $ 36,384 | |
Less: Accumulated depreciation | (36,332) | (36,283) | |
Property and equipment, net | 52 | 101 | |
Depreciation expense | 49 | $ 70 | |
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 |
VARIABLE RATE SENIOR SECURED 29
VARIABLE RATE SENIOR SECURED CONVERTIBLE DEBENTURE (Details) - USD ($) | 9 Months Ended | 12 Months Ended | 25 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | |
VARIABLE RATE SENIOR SECURED CONVERTIBLE DEBENTURE [Line Items] | ||||||
Amortization of discount on note payable | $ 364,994 | $ 288,844 | $ 952,254 | |||
Unamortized discount | 0 | $ 0 | $ 364,994 | |||
Warrants And Greenshoe [Member] | ||||||
VARIABLE RATE SENIOR SECURED CONVERTIBLE DEBENTURE [Line Items] | ||||||
Beneficial conversion feature | $ 952,254 | $ 952,254 | ||||
Warrant [Member] | ||||||
VARIABLE RATE SENIOR SECURED CONVERTIBLE DEBENTURE [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] | ||||||
VARIABLE RATE SENIOR SECURED CONVERTIBLE DEBENTURE [Line Items] | ||||||
Number of shares purchasable | 2,000,000 | 2,000,000 | ||||
Exercise price per share | $ 0.25 | $ 0.25 | ||||
Exercisable period | 1 year | |||||
Variable Rate Senior Secured Convertible Note [Member] | ||||||
VARIABLE RATE SENIOR SECURED CONVERTIBLE DEBENTURE [Line Items] | ||||||
Principal amount | $ 1,010,000 | $ 1,010,000 | ||||
Conversion price per share | $ 0.25 | $ 0.25 | $ 0.25 | |||
Maturity date | Mar. 9, 2015 | |||||
Accrued interest | $ 107,552 | $ 107,552 |
DERIVATIVE FINANCIAL INSTRUME30
DERIVATIVE FINANCIAL INSTRUMENTS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative liability | $ 1,293,423 | $ 1,293,423 | $ 641,010 | ||||
Gain (loss) from change in fair value of derivative liability | (801,355) | $ 103,842 | (652,413) | $ 560,501 | |||
Warrants And Greenshoe [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Beneficial conversion feature | 952,254 | $ 952,254 | |||||
Warrant [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative liability | 1,293,423 | $ 1,293,423 | |||||
Gain (loss) from change in fair value of derivative liability | $ (801,355) | ||||||
Life | 1 year 11 months 12 days | ||||||
Risk free interest rate | 0.64% | ||||||
Volatility | 218.07% | ||||||
Stock price | $ 0.49 | $ 0.49 | |||||
Exercise price | 0.50 | 0.50 | |||||
Variable Rate Senior Secured Convertible Note [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative liability | $ 0 | ||||||
Gain (loss) from change in fair value of derivative liability | $ 233,816 | ||||||
Life | 0 years | ||||||
Risk free interest rate | 0.00% | ||||||
Volatility | 0.00% | ||||||
Stock price | $ 0.15 | ||||||
Conversion price | $ 0.25 | $ 0.25 | $ 0.25 |
FAIR VALUE OF FINANCIAL INSTR31
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) | Sep. 30, 2015USD ($) |
Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative liability - Conversion feature of warrants | |
Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative liability - Conversion feature of warrants | |
Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative liability - Conversion feature of warrants | $ (1,293,423) |
CAPITAL STOCK (Details)
CAPITAL STOCK (Details) - USD ($) | Sep. 10, 2015 | Jan. 07, 2015 | Apr. 22, 2014 | Feb. 18, 2014 | Feb. 04, 2014 | Sep. 30, 2015 | Dec. 31, 2014 |
CAPITAL STOCK [Abstract] | |||||||
Common stock authorized | 200,000,000 | 200,000,000 | |||||
Common stock par value | $ 0.001 | $ 0.001 | |||||
Common stock outstanding | 11,265,631 | 10,615,631 | |||||
Common stock issued | 11,265,631 | ||||||
Issuance of common stock for services, shares | 50,000 | 50,000 | |||||
Issuance of common stock for services | $ 7,000 | $ 7,000 | |||||
Issuance of common stock for accrued liabilities, shares | 600,000 | 175,897 | 226,485 | ||||
Issuance of common stock for accrued liabilities | $ 35,026 | $ 20,200 | $ 24,913 |
WARRANTS AND GREENSHOE (Narrati
WARRANTS AND GREENSHOE (Narrative) (Details) - Warrants [Member] | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Number of shares purchasable | shares | 3,030,000 |
Exercise price per share | $ 0.50 |
Exercisable period | 4 years |
WARRANTS AND GREENSHOE (Summary
WARRANTS AND GREENSHOE (Summary of Activity) (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
WARRANTS AND GREENSHOE [Abstract] | ||
Outstanding at beginning of period | 3,030,000 | 5,030,000 |
Granted | ||
Exercised | ||
Forfeited | ||
Expired | (2,000,000) | |
Outstanding at end of period | 3,030,000 | 3,030,000 |
Weighted average exercise price | ||
Outstanding at beginning of period | $ 0.50 | $ 0.40 |
Granted | ||
Exercised | ||
Forfeited | ||
Expired | $ 0.25 | |
Outstanding at end of period | $ 0.50 | $ 0.50 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) | Sep. 30, 2015USD ($) |
INCOME TAXES [Abstract] | |
Deferred tax assets | $ 500,000 |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
LEASES [Abstract] | ||
Lease expense | $ 71,168 | $ 165,401 |
Casper, Wyoming [Member] | ||
Operating Leased Assets [Line Items] | ||
Monthly lease | $ 4,892 | |
Lease expiration date | Jun. 30, 2018 | |
Billings, Montana [Member] | ||
Operating Leased Assets [Line Items] | ||
Monthly Lease after February 2015 | $ 1,490 | |
Lease expiration date | Feb. 28, 2017 |
LEASES (Schedule of Future Mini
LEASES (Schedule of Future Minimum Lease Payments) (Details) | Sep. 30, 2015USD ($) |
Twelve months ending September 30 | |
2,015 | $ 76,584 |
2,016 | 66,154 |
2,017 | $ 44,028 |
2,018 | |
2,019 | |
Thereafter | |
Total Minimum Lease Payments | $ 186,766 |
INCOME_(LOSS) PER SHARE (Schedu
INCOME/(LOSS) PER SHARE (Schedule of Loss Per Share) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
INCOME/(LOSS) PER SHARE [Abstract] | ||||
Loss before income taxes (numerator) | $ (888,757) | $ (139,678) | $ (1,295,555) | $ (129,081) |
Net loss available to common stockholders (numerator) | $ (888,757) | $ (139,678) | $ (1,295,555) | $ (129,081) |
Weighted average number of common shares outstanding during the period used in loss per share (denominator) | 10,796,066 | 10,515,631 | 10,708,305 | 10,396,407 |
INCOME_(LOSS) PER SHARE (Narrat
INCOME/(LOSS) PER SHARE (Narrative) (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 3,030,000 | 3,030,000 |
Exercise price per share | $ 0.50 | |
Greenshoe [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 0 | 2,000,000 |
Exercise price per share | $ 0.25 | |
Convertible debenture [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 4,812,716 | 4,139,652 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
An entity controlled by the CEO and shareholder of the Company [Member] | |
Related Party Transaction [Line Items] | |
Related party transaction amount, leased office used and paid for | $ 98,784 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Nov. 02, 2015USD ($) |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Proceeds from repayment of the outstanding Note Receivable | $ 40,000 |