Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 22, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Entity Registrant Name | Future Healthcare of America | ||
Entity Central Index Key | 1,552,845 | ||
Entity Filer Category | Smaller Reporting Company | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Common Stock, Shares Outstanding | 11,265,631 | ||
Entity Public Float | $ 1,520,286 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash | $ 206,352 | $ 481,115 |
Accounts receivable | 473,388 | 584,487 |
Prepaid expenses | 60,799 | 41,358 |
Deferred tax asset, net | ||
Total current assets | 740,539 | 1,106,960 |
Property and equipment, net | 36 | |
Deposit | 14,112 | |
Deferred tax asset, net | ||
Total assets | 740,539 | 1,121,108 |
CURRENT LIABILITIES: | ||
Accounts payable | 70,658 | 65,669 |
Accrued expenses | 350,715 | 246,026 |
Derivative liability | 53,488 | 263,532 |
Deferred revenue | 3,470 | |
CONVERTIBLE SECURED DEBENTURE PAYABLE, net of discount of $0 and $364,994, respectively | 1,010,000 | 1,010,000 |
Total current liabilities | 1,488,331 | 1,585,227 |
Total liabilities | 1,488,331 | 1,585,227 |
STOCKHOLDERS' EQUITY | ||
Common stock | 11,266 | 11,266 |
Additional paid-in capital | 1,313,160 | 1,313,160 |
Retained Earnings (accumulated deficit) | (2,072,218) | (1,788,545) |
Total stockholders' equity | (747,792) | (464,119) |
Total liabilities and stockholders' equity | $ 740,539 | $ 1,121,108 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Unamortized discount | $ 0 | $ 364,994 |
Allowance for doubtful accounts | $ 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 ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | $ 3,840,132 | $ 4,004,386 |
Cost of Revenue | 2,915,200 | 2,734,041 |
Gross Profit | 924,932 | 1,270,345 |
OPERATING EXPENSES | ||
Selling expenses | 63,802 | 138,106 |
General and administrative | 542,592 | 655,117 |
Salaries, wages and related expenses | 711,593 | 638,112 |
Total Operating Expenses | 1,317,987 | 1,431,335 |
Loss from operation | (393,055) | (160,990) |
OTHER INCOME (EXPENSE): | ||
Interest income | 338 | 186 |
Gain on derivative instrument | 210,044 | 377,478 |
Interest expense | (101,000) | (465,994) |
Other income | 1 | |
Total Other Income (Expense) | 109,382 | (88,329) |
Loss from operations before tax | (283,673) | (249,319) |
Current Income Tax Expense (Benefit) | ||
Deferred Income Tax Expense (Benefit) | ||
Net Loss | $ (283,673) | $ (249,319) |
BASIC AND DILUTED LOSS PER COMMON SHARE AVAILABLE TO COMMON SHAREHOLDERS | $ (0.03) | $ (0.02) |
BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | 11,266,631 | 10,848,782 |
STATEMENT OF STOCKHOLDERS' EQUI
STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock [Member] | Additional Paid In Capital [Member] | Accumulated Deficit[Member] |
Balance at Dec. 31, 2014 | $ 10,616 | $ 1,271,784 | $ (1,539,226) |
Balance, shares at Dec. 31, 2014 | 10,615,631 | ||
Issuance of common stock | $ 650 | 41,376 | |
Issuance of common stock, shares | 650,000 | ||
Net loss | (249,319) | ||
Balance at Dec. 31, 2015 | $ 11,266 | 1,313,160 | (1,788,545) |
Balance, shares at Dec. 31, 2015 | 11,265,631 | ||
Net loss | (283,673) | ||
Balance at Dec. 31, 2016 | $ 11,266 | $ 1,313,160 | $ (2,072,218) |
Balance, shares at Dec. 31, 2016 | 11,265,631 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash Flows from Operating Activities | ||
Net loss | $ (283,673) | $ (249,319) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock issued for interest payment | 35,026 | |
Stock issued to consultants | 7,000 | |
Accretion on discount | 364,994 | |
Loss (Gain) on derivative instruments | (210,044) | (377,478) |
Depreciation and amortization expense | 36 | 65 |
Change in assets and liabilities: | ||
Accounts receivable | 96,085 | (214,251) |
Prepaid expenses | (5,329) | 37,608 |
Accounts payable | 4,989 | 14,706 |
Accrued expense | 104,689 | 94,936 |
Deferred revenue | 18,484 | (25,365) |
Net Cash Provided by (Used in) Operating Activities | (274,763) | (312,078) |
Cash Flows from Investing Activities: | ||
Issuance of Note Receivable | (40,000) | |
Repayment of Note Receivable | 40,000 | |
Net Cash Used in Investing Activities | ||
Cash Flows from Financing Activities: | ||
Issuance of convertible note payable | ||
Net Cash Provided by (Used in) Financing Activities | ||
Net Increase (Decrease) in Cash | (274,763) | (312,078) |
Cash at Beginning of Period | 481,115 | 793,193 |
Cash at End of Period | 206,352 | 481,115 |
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 | |
Depreciation expense | 36 | 65 |
Interest expense to be paid with stock | 101,000 | 35,026 |
Change in FMV of derivative liability | (210,044) | (377,478) |
Deferred tax expense (benefit) | ||
Expenditures paid with issuance of common stock | 7,000 | |
Total non-cash expenditures | $ (109,008) | $ 29,607 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Consolidation Accounting Estimates Cash and Cash Equivalents Accounts Receivable Depreciation Long-lived intangible assets Leases Loss Per Share Income Taxes Advertising Costs 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 Companys 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 Derivative Financial Instruments Recently Enacted Accounting Standards - In 2015, the FASB issued an amended standard requiring that we classify all deferred tax assets and liabilities as non-current on the balance sheet instead of separating deferred taxes into current and non-current. The amended standard is effective for us beginning in the first quarter of 2017; early adoption is permitted and we are evaluating whether we will early adopt. The amended standard may be adopted on either a prospective or retrospective basis. We do not expect that the adoption of this standard will have a significant impact on our financial position or results of operations. In February 2016, the FASB issued changes to the accounting for leases that primarily affect presentation and disclosure requirements. The new standard will require the recognition of a right to use asset and underlying lease liability for operating leases with an initial life in excess of one year. This standard is effective for us beginning in the first quarter of 2019. We have not yet determined the impact of the new standard on our consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties About an Entitys Ability to Continue as a Going Concern, that will require management to assess an entitys ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. In connection with each annual and interim period, management will assess if there is substantial doubt about an entitys ability to continue as a going concern within one year after the issuance date. Substantial doubt exists if it is probable that the entity will be unable to meet its obligations within one year after the issuance date. The new standard defines substantial doubt and provides example indicators. Disclosures will be required if conditions give rise to substantial doubt. However, management will need to assess if its plans will alleviate substantial doubt to determine the specific disclosures. This standard is effective for public entities for annual periods ending after December 15, 2016. Earlier application of this standard is permitted. This standard is not expected to have a material effect on the Companys financial position, results of operations and cash flows. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting, which changes how companies account for certain aspects of share-based payments to employees. The new guidance requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled, allows an employer to repurchase more of an employees shares than previously allowed for tax withholding purposes without triggering liability accounting, allows a company to make a policy election to account for forfeitures as they occur, and eliminates the requirement that excess tax benefits be realized before companies can recognize them. The new guidance also requires excess tax benefits and tax shortfalls to be presented on the cash flow statement as an operating activity rather than as a financing activity, and clarifies that cash paid to a tax authority when shares are withheld to satisfy its statutory income tax withholding obligation are to be presented as a financing activity. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted. The Company has elected to adopt this standard early and applied it as of January 1, 2016, with no significant impact on its 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 Companys present or future financial statements. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2016 | |
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. 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. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment, Net [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 3 - PROPERTY & EQUIPMENT The following is a summary of property and equipment at: Life December 31, 2016 December 31, 2015 Furniture, fixtures and equipment 2-10 yrs $ 36,384 $ 36,384 36,384 36,384 Less: Accumulated depreciation (36,384) (36,348) Property & equipment, net $ - $ 36 Depreciation expense for the periods ended December 31, 2016 and 2015 was $36 and $65, respectively. |
VARIABLE RATE SENIOR SECURED CO
VARIABLE RATE SENIOR SECURED CONVERTIBLE DEBENTURE | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [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 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. On March 9, 2015, the Note matured. As the note has not been paid nor extended, the outstanding principal, plus accrued but unpaid interest, liquidated damages and other amounts, became due and payable at the election of the holder. The holder has not made such an election. The fair value of the beneficial conversion feature of the warrants and greenshoe totaled $952,254 and was recorded as a derivative liability. The Company recorded a discount on the note for beneficial conversion feature of the note. The $952,254 discount on the beneficial conversion feature was amortized as interest expense over the term of the note. As of September 30, 2015, the Company has amortized $952,254 of the discount, with no remaining unamortized discount being offset against the outstanding balance of the note in the accompanying balance sheet. As of December, 31, 2016 and 2015, the Company had accrued interest payable on the debenture of $233,802 and $132,802. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [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 upon issuance and was recorded as a derivative liability until the registration of the shares becomes effective. As of December 31, 2016, the fair value of warrants based on a binomial model using the following assumptions (Life 0.69 years, risk free interest rate 0.85%, volatility of 198%; stock price of $.08 and exercise price of $.50) was $53,488, resulting in the recording of a gain totaling $210,044 during 2016. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [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: Level 1 Level 2 Level 3 As of December 31, 2016 Derivative liability - Registration rights of Debenture and warrants - - (53,488) |
CAPITAL STOCK
CAPITAL STOCK | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
CAPITAL STOCK | NOTE 7 - CAPITAL STOCK Common Stock On January 7, 2015, the Company issued 50,000 unregistered common shares valued at $7,000 for consulting services. On September 10, 2015, the Company issued 600,000 common shares in payment of $35,026 of accrued interest. |
WARRANTS AND GREENSHOE
WARRANTS AND GREENSHOE | 12 Months Ended |
Dec. 31, 2016 | |
Warrants and Rights Note Disclosure [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: December 31, 2016 December 31, 2015 Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Outstanding at beginning of period 3,030,000 $ 0.50 3,030,000 $ 0.50 Granted - - - - Exercised - - - - Forfeited - - - - Expired - - - - 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, and 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. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [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 December 31, 2016 and 2015, the total of all deferred tax assets was $1,296,820 and $1,154,889, respectively, and the total of the deferred 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 Companys future earnings, and other future events, the effects of which cannot be determined. . Because of the uncertainty surrounding the realization of the deferred tax assets the Company has established a valuation allowance of $1,296,820 and $1,154,889 for the years ended December 31, 2016 and 2015. The change in the valuation allowance for the year ended December 31, 2016 and 2015 was $141,931 and $439,022, respectively. The components of income tax expense (benefit) from continuing operations for the Years ended December 31, 2016 and 2015 consist of the following: For the Years Ended December 31, 2016 2015 Current tax expense: Federal $ - $ - State - - Current tax expense - - Deferred tax expense (benefit): Depreciation - (8) Goodwill Impaired - - Goodwill 46,383 46,383 Valuation Allowance 141,931 439,022 Net operating loss carryforward (188,314) (485,397) Subtotal deferred tax expense/(benefit) - - Income tax expense/(benefit) $ - $ - 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 companys effective rate is as follows: For the Years Ended December 31, 2016 2015 Computed tax at the expected statutory rate $ (96,449) $ (84,768) State and local income taxes, net of federal (8,727) (26,994) Other non-deductible expenses (36,755) (327,865) Return to accrual adjustment - 605 Valuation Allowance 141,931 439,022 Income tax expense/(benefit) $ - $ - The temporary differences, tax credits and carryforwards gave rise to the following deferred tax asset December 31, 2016 and 2015: December 31, December 31, 2016 2015 Current deferred tax assets (liabilities): Allowance for doubtful accounts $ 7,318 $ 7,318 Bonus accrual - - Vacation allowance (7,318) (7,318) Total current deferred tax assets (liabilities) - - Long-term deferred tax assets (liabilities): Goodwill - impaired 695,744 695,744 Goodwill tax amortization (484,313) (437,930) Depreciation 112 112 Net operating loss carryforward 1,077,959 889,645 Valuation allowance (1,289,502) (1,147,571) Total long-term deferred tax assets (liabilities) $ - $ - Net term deferred tax assets (liabilities) $ - $ - At December 31, 2016, the company has loss carryforwards of approximately $2,975,526 that expire in various years through 2034. We file U.S. federal, and U.S. states returns, and we are generally no longer subject to tax examinations for years prior to 2011 for U.S. federal and U.S. states tax returns. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
LEASES | NOTE 10 - LEASES Operating Lease The future minimum lease payments for non-cancelable operating leases having remaining terms in excess of one year as of December 31, 2016 are as follows: Year ending December 31: Lease Payments 2017 61,684 2018 29,352 2019 - Thereafter - Total Minimum Lease Payment $ 91,036 Lease expense charged to operations was $76,584 and $72,992 for the periods ended December 31, 2016 and 2015, respectively. |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | NOTE 11 LOSS PER SHARE 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: December 31, 2016 December 31, 2015 Income (loss) from continuing operations available to common stockholders (numerator) $ (283,673) $ (249,319) Income (loss) available to common stockholders (numerator) (283,673) (249,319) Weighted average number of common shares outstanding during the period used in loss per share (denominator) 11,265,631 10,848,782 At December 31, 2016 and 2015, the Company had 3,030,000 and 3,030,000, respectively warrants to purchase common stock of the Company at $0.50 per share, and a convertible debenture payable wherein the holder could convert the note and underlying accrued interest into a minimum of 6,568,564 and 5,067,766, respectively shares of common stock which were not included in the loss per share computation because their effect would be anti-dilutive. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 COMMITEMENTS AND CONTINGENCIES On June 17, 2016 and June 30, 2016 two complaints were filed with the Federal Equal Employment Opportunity Commission (EEOC) and the Wyoming State Department of Labor against the Company, alleging discrimination on the basis of sex and disability. The complaints do not seek any specific monetary relief. The complaints are being mediated by the Wyoming State Department of Labor. The Company and the Plaintiff are working a settlement with the assistance of the Wyoming State Department of Labor. After reviewing the facts and circumstances, the Company believes the claims made are weak, at best, and the Company has retained counsel and intends to continue a vigorous defense. At this time, management cannot reasonably estimate the cost to defend or the outcome of the complaints, and we do not expect it will have a material financial impact on the Company. |
CONCENTRATION OF REVENUES
CONCENTRATION OF REVENUES | 12 Months Ended |
Dec. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATION OF REVENUES | NOTE 13 - CONCENTRATION OF REVENUES For 2016 and 2015, Medicare and Medicaid reimbursement was 36% and 41% of revenue, respectively. The following is a break out of revenue by major customer: 2016 2015 Medicare $ 736,046 $ 842,273 Medicaid 639,844 787,832 All Other 2,464,242 2,374,281 Total Sales $ 3,840,132 $ 4,004,386 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 - SUBSEQUENT EVENTS Management has evaluated subsequent events through the date of the filing of this report |
SUMMARY OF SIGNIFICANT ACCOUN21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Organization | Organization |
Consolidation | Consolidation |
Accounting Estimates | Accounting Estimates |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Accounts Receivable | Accounts Receivable |
Depreciation | Depreciation |
Long-lived intangible assets | Long-lived intangible assets |
Leases | Leases |
Loss Per Share | Loss Per Share |
Income Taxes | Income Taxes |
Advertising Costs | Advertising Costs |
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 Companys 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 |
Derivative Financial Instruments | Derivative Financial Instruments |
Recently Enacted Accounting Standards | Recently Enacted Accounting Standards - In 2015, the FASB issued an amended standard requiring that we classify all deferred tax assets and liabilities as non-current on the balance sheet instead of separating deferred taxes into current and non-current. The amended standard is effective for us beginning in the first quarter of 2017; early adoption is permitted and we are evaluating whether we will early adopt. The amended standard may be adopted on either a prospective or retrospective basis. We do not expect that the adoption of this standard will have a significant impact on our financial position or results of operations. In February 2016, the FASB issued changes to the accounting for leases that primarily affect presentation and disclosure requirements. The new standard will require the recognition of a right to use asset and underlying lease liability for operating leases with an initial life in excess of one year. This standard is effective for us beginning in the first quarter of 2019. We have not yet determined the impact of the new standard on our consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties About an Entitys Ability to Continue as a Going Concern, that will require management to assess an entitys ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. In connection with each annual and interim period, management will assess if there is substantial doubt about an entitys ability to continue as a going concern within one year after the issuance date. Substantial doubt exists if it is probable that the entity will be unable to meet its obligations within one year after the issuance date. The new standard defines substantial doubt and provides example indicators. Disclosures will be required if conditions give rise to substantial doubt. However, management will need to assess if its plans will alleviate substantial doubt to determine the specific disclosures. This standard is effective for public entities for annual periods ending after December 15, 2016. Earlier application of this standard is permitted. This standard is not expected to have a material effect on the Companys financial position, results of operations and cash flows. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting, which changes how companies account for certain aspects of share-based payments to employees. The new guidance requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled, allows an employer to repurchase more of an employees shares than previously allowed for tax withholding purposes without triggering liability accounting, allows a company to make a policy election to account for forfeitures as they occur, and eliminates the requirement that excess tax benefits be realized before companies can recognize them. The new guidance also requires excess tax benefits and tax shortfalls to be presented on the cash flow statement as an operating activity rather than as a financing activity, and clarifies that cash paid to a tax authority when shares are withheld to satisfy its statutory income tax withholding obligation are to be presented as a financing activity. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted. The Company has elected to adopt this standard early and applied it as of January 1, 2016, with no significant impact on its 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 Companys present or future financial statements. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment, Net [Abstract] | |
Schedule of Property and Equipment | Life December 31, 2016 December 31, 2015 Furniture, fixtures and equipment 2-10 yrs $ 36,384 $ 36,384 36,384 36,384 Less: Accumulated depreciation (36,384) (36,348) Property & equipment, net $ - $ 36 |
FAIR VALUE OF FINANCIAL INSTR23
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets (Liabilities) Measured at Fair Value | Level 1 Level 2 Level 3 As of December 31, 2016 Derivative liability - Registration rights of Debenture and warrants - - (53,488) |
WARRANTS AND GREENSHOE (Tables)
WARRANTS AND GREENSHOE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Activity | December 31, 2016 December 31, 2015 Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Outstanding at beginning of period 3,030,000 $ 0.50 3,030,000 $ 0.50 Granted - - - - Exercised - - - - Forfeited - - - - Expired - - - - Outstanding at end of period 3,030,000 $ 0.50 3,030,000 $ 0.50 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of the Components of Income Tax Expense (Benefit) | For the Years Ended December 31, 2016 2015 Current tax expense: Federal $ - $ - State - - Current tax expense - - Deferred tax expense (benefit): Depreciation - (8) Goodwill Impaired - - Goodwill 46,383 46,383 Valuation Allowance 141,931 439,022 Net operating loss carryforward (188,314) (485,397) Subtotal deferred tax expense/(benefit) - - Income tax expense/(benefit) $ - $ - |
Schedule of the Reconciliation of Income Tax Expense | For the Years Ended December 31, 2016 2015 Computed tax at the expected statutory rate $ (96,449) $ (84,768) State and local income taxes, net of federal (8,727) (26,994) Other non-deductible expenses (36,755) (327,865) Return to accrual adjustment - 605 Valuation Allowance 141,931 439,022 Income tax expense/(benefit) $ - $ - |
Schedule of Deferred Tax Assets | December 31, December 31, 2016 2015 Current deferred tax assets (liabilities): Allowance for doubtful accounts $ 7,318 $ 7,318 Bonus accrual - - Vacation allowance (7,318) (7,318) Total current deferred tax assets (liabilities) - - Long-term deferred tax assets (liabilities): Goodwill - impaired 695,744 695,744 Goodwill tax amortization (484,313) (437,930) Depreciation 112 112 Net operating loss carryforward 1,077,959 889,645 Valuation allowance (1,289,502) (1,147,571) Total long-term deferred tax assets (liabilities) $ - $ - Net term deferred tax assets (liabilities) $ - $ - |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments | Year ending December 31: Lease Payments 2017 61,684 2018 29,352 2019 - Thereafter - Total Minimum Lease Payment $ 91,036 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Loss Per Share | December 31, 2016 December 31, 2015 Income (loss) from continuing operations available to common stockholders (numerator) $ (283,673) $ (249,319) Income (loss) available to common stockholders (numerator) (283,673) (249,319) Weighted average number of common shares outstanding during the period used in loss per share (denominator) 11,265,631 10,848,782 |
CONCENTRATION OF REVENUES (Tabl
CONCENTRATION OF REVENUES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Schedules Revenue by Major Customer | 2016 2015 Medicare $ 736,046 $ 842,273 Medicaid 639,844 787,832 All Other 2,464,242 2,374,281 Total Sales $ 3,840,132 $ 4,004,386 |
SUMMARY OF SIGNIFICANT ACCOUN29
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | ||
Cash in excess of federally insured limits | ||
Allowance for doubtful accounts receivable | 20,200 | $ 20,200 |
Adjustment to allowance for doubtful accounts receivable | 0 | 0 |
Advertising expense | $ 35,454 | $ 42,550 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 36,384 | $ 36,384 |
Less: Accumulated depreciation | (36,384) | (36,348) |
Property and equipment, net | 36 | |
Depreciation expense | 36 | 65 |
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 31
VARIABLE RATE SENIOR SECURED CONVERTIBLE DEBENTURE (Details) - USD ($) | Sep. 09, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 |
Debt Instrument [Line Items] | ||||
Derivative liability | $ 952,254 | $ 53,488 | $ 263,532 | |
Amortization of discount on note payable | 364,994 | $ 952,254 | ||
Unamortized discount | 0 | 364,994 | ||
Convertible Debt Securities [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 1,010,000 | |||
Conversion price per share | $ 0.25 | |||
Maturity date | Mar. 9, 2015 | |||
Accrued interest | $ 233,802 | $ 132,802 | ||
Equity Option [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of shares purchasable | 2,000,000 | |||
Exercise price per share | $ 0.25 | |||
Exercisable period | 1 year | |||
Warrant [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of shares purchasable | 3,030,000 | |||
Exercise price per share | $ 0.50 | |||
Exercisable period | 4 years | |||
Greenshoe [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of shares purchasable | 2,000,000 | |||
Exercise price per share | $ 0.25 | |||
Exercisable period | 1 year |
DERIVATIVE FINANCIAL INSTRUME32
DERIVATIVE FINANCIAL INSTRUMENTS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Sep. 09, 2013 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Derivative liability | $ 53,488 | $ 263,532 | $ 952,254 |
Gain (loss) from change in fair value of derivative liability | $ 210,044 | $ 377,478 | |
Life | 8 months 9 days | ||
Risk free interest rate | 0.85% | ||
Volatility | 198.00% | ||
Stock price | $ .08 | ||
Exercise price | $ .50 |
FAIR VALUE OF FINANCIAL INSTR33
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) | Dec. 31, 2016USD ($) |
Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative liability - Registration rights of Debenture and warrants | |
Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative liability - Registration rights of Debenture and warrants | |
Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative liability - Registration rights of Debenture and warrants | $ (53,488) |
CAPITAL STOCK (Details)
CAPITAL STOCK (Details) - USD ($) | Sep. 10, 2015 | Jan. 07, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Stockholders' Equity Note [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 | |||
Issuance of common stock for services | $ 7,000 | |||
Issuance of common stock for accrued liabilities, shares | 600,000 | |||
Issuance of common stock for accrued liabilities | $ 35,026 |
WARRANTS AND GREENSHOE (Narrati
WARRANTS AND GREENSHOE (Narrative) (Details) | Sep. 09, 2013$ / sharesshares |
Greenshoe [Member] | |
Class of Warrant or Right [Line Items] | |
Number of shares purchasable | shares | 2,000,000 |
Exercise price per share | $ / shares | $ 0.25 |
Exercisable period | 1 year |
Equity Option [Member] | |
Class of Warrant or Right [Line Items] | |
Number of shares purchasable | shares | 2,000,000 |
Exercise price per share | $ / shares | $ 0.25 |
Exercisable period | 1 year |
Warrant [Member] | |
Class of Warrant or Right [Line Items] | |
Number of shares purchasable | shares | 3,030,000 |
Exercise price per share | $ / shares | $ 0.50 |
Exercisable period | 4 years |
WARRANTS AND GREENSHOE (Summary
WARRANTS AND GREENSHOE (Summary of Activity) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Outstanding at beginning of period | 3,030,000 | 3,030,000 |
Granted | ||
Exercised | ||
Forfeited | ||
Expired | ||
Outstanding at end of period | 3,030,000 | 3,030,000 |
Weighted average exercise price | ||
Outstanding at beginning of period | $ 0.50 | $ 0.50 |
Granted | ||
Exercised | ||
Forfeited | ||
Expired | ||
Outstanding at end of period | $ 0.50 | $ 0.50 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Loss carryforwards | $ 2,975,526 | |
Loss carryforwards, expiration date | Dec. 31, 2034 | |
Total of all deferred tax assets | $ 1,296,820 | $ 1,154,889 |
Total of the deferred liabilities | 0 | 0 |
Deferred tax assets, valuation allowance | 1,296,820 | 1,154,889 |
Change in valuation allowance | $ 141,931 | $ 439,022 |
INCOME TAXES (Schedule of Compo
INCOME TAXES (Schedule of Components of Income Tax Expense (Benefit)) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Current tax expense: | ||
Federal | ||
State | ||
Current tax expense | ||
Deferred tax expense (benefit): | ||
Depreciation | (8) | |
Goodwill - Impaired | ||
Goodwill | 46,383 | 46,383 |
Valuation Allowance | 141,931 | 439,022 |
Net operating loss carryforward | (188,314) | (485,397) |
Subtotal deferred tax expense/(benefit) | ||
Income tax expense/(benefit) |
INCOME TAXES (Schedule of Incom
INCOME TAXES (Schedule of Income Tax Expense Reconciliation) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Computed tax at the expected statutory rate | $ (96,449) | $ (84,768) |
State and local income taxes, net of federal | (8,727) | (26,994) |
Other non-deductible expenses | (36,755) | (327,865) |
Return to accrual adjustment | 605 | |
Valuation Allowance | 141,931 | 439,022 |
Income tax expense/(benefit) |
INCOME TAXES (Schedule of Defer
INCOME TAXES (Schedule of Deferred Tax Assets) (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Allowance for doubtful accounts | $ 7,318 | $ 7,318 |
Bonus accrual | ||
Vacation allowance | (7,318) | (7,318) |
Total current deferred tax assets (liabilities) | ||
Goodwill - impaired | 695,744 | 695,744 |
Goodwill - tax amortization | (484,313) | (437,930) |
Depreciation | 112 | 112 |
Net operating loss carryforward | 1,077,959 | 889,645 |
Valuation allowance | (1,289,502) | (1,147,571) |
Total long-term deferred tax assets (liabilities) | ||
Net term deferred tax assets (liabilities) |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Leased Assets [Line Items] | ||
Lease expense | $ 76,584 | $ 72,992 |
Building [Member] | ||
Operating Leased Assets [Line Items] | ||
Monthly lease | $ 4,892 | |
Lease expiration date | Jun. 30, 2018 | |
Other Building [Member] | ||
Operating Leased Assets [Line Items] | ||
Monthly lease | $ 1,490 | |
Lease expiration date | Feb. 28, 2017 |
LEASES (Schedule of Future Mini
LEASES (Schedule of Future Minimum Lease Payments) (Details) | Dec. 31, 2016USD ($) |
Twelve months ending September 30 | |
2,017 | $ 61,684 |
2,018 | 29,352 |
2,019 | |
Thereafter | |
Total Minimum Lease Payments | $ 91,036 |
LOSS PER SHARE (Schedule of Los
LOSS PER SHARE (Schedule of Loss Per Share) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Income (loss) from continuing operations available to common stockholders (numerator) | $ (283,673) | $ (249,319) |
Income (loss) available to common stockholders (numerator) | $ (283,673) | $ (249,319) |
Weighted average number of common shares outstanding during the period used in loss per share (denominator) | 11,266,631 | 10,848,782 |
LOSS PER SHARE (Narrative) (Det
LOSS PER SHARE (Narrative) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Warrant [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 | |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 6,568,564 | 5,067,766 |
CONCENTRATION OF REVENUES (Deta
CONCENTRATION OF REVENUES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Concentration Risk [Line Items] | ||
Revenues | $ 3,840,132 | $ 4,004,386 |
Medicare [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | 73,604,600 | 842,273 |
Medicaid [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | 63,984,400 | 787,832 |
Other [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 246,424,200 | $ 2,374,281 |
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | Medicare And Medicaid [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 36.00% | 41.00% |