Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 4-May-14 | |
Document and Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Entity Registrant Name | 'Future Healthcare of America | ' |
Entity Central Index Key | '0001552845 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2014 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 10,615,631 |
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 | 497,920 | 514,222 |
CONVERTIBLE SECURED DEBENTURE PAYABLE, net of discount of $576,310 | 433,690 | ' |
Total current liabilities | 1,158,034 | 744,054 |
CONVERTIBLE SECURED DEBENTURE PAYABLE, net of discount of $744,643 | ' | 265,357 |
Total liabilities | 1,158,034 | 1,009,411 |
STOCKHOLDERS' EQUITY | ' | ' |
Common stock | 10,440 | 10,163 |
Additional paid-in capital | 1,405,926 | 1,374,289 |
Retained earnings (accumulated deficit) | -355,049 | -87,940 |
Total stockholders' equity | 1,061,317 | 1,296,512 |
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 | $576,310 | $744,643 | ' |
Common stock authorized | 200,000,000 | 200,000,000 | ' |
Common stock par value | $0.00 | $0.00 | ' |
Common stock outstanding | 10,439,734 | 10,063,249 | ' |
CONSOLIDATED_STATEMENTS_OF_OPE
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 | -188,533 | ' |
Gain on Derivative | 16,302 | ' |
Other income | ' | 2,387 |
Total Other Income | -172,198 | 2,398 |
INCOME BEFORE INCOME TAXES | -267,109 | 31,332 |
CURRENT INCOME TAX EXPENSE (BENEFIT) | ' | ' |
DEFERRED INCOME TAX EXPENSE (BENEFIT) | ' | ' |
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS | ($267,109) | $31,332 |
BASIC INCOME PER COMMON SHARE | ($0.03) | $0.00 |
BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | 10,196,981 | 10,063,249 |
DILUTED INCOME PER COMMON SHARE | ($0.03) | $0.00 |
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | 10,196,981 | 10,063,249 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Cash Flows from Operating Activities | ' | ' |
Net income | ($267,109) | $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 | 168,333 | ' |
Gain on derivative instruments | -16,302 | ' |
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 Corp | ' | ' |
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 | 168,333 | ' |
Depreciation expense | 34 | 286 |
Interest expense to be paid with stock | 20,200 | ' |
Change in FMV of derivative liability | -16,302 | ' |
Expenditures paid with issuance of common stock | 7,000 | ' |
Total non-cash expenditures | $179,265 | $286 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
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 - On June 22, 2012, FAB Universal (FAB) formed Future Healthcare of America ("FHA"), a wholly owned subsidiary. On October 1, 2012, FHA operations were spun-off in a 1 for 1 dividend to the shareholders of record of FAB on September 5, 2012, the record date. Interim Healthcare of Wyoming, Inc. ("Interim"), a Wyoming corporation, a wholly owned subsidiary of Future Healthcare of America, was organized on September 30, 1991. Interim operates primarily in the home healthcare and healthcare staffing services in Wyoming and Montana. On April 3, 2007, Interim purchased the operations of Professional Personnel, Inc., d.b.a., Professional Nursing Personnel Pool. | |
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. At March 31, 2014, the Company had $419,638 cash balances in excess of federally insured limits. | |
Accounts Receivable - Accounts receivable consist of trade receivables arising in the normal course of business. At March 31, 2014 and 2013, the Company has an allowance for doubtful accounts of $20,200, which reflects the Company's best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. During the three months ended March 31, 2014 and 2013, the Company adjusted the allowance for bad debt by $0. | |
Depreciation - Depreciation of property and equipment is provided on the straight-line method over the estimated useful lives. | |
Goodwill - Goodwill is evaluated for impairment annually in the fourth quarter of the Company's fiscal year, and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of goodwill or a significant decrease in expected cash flows. | |
Income /(Loss) Per Share - The Company computes income (loss) per share in accordance with Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 260 Earnings Per Share, which requires the Company to present basic earnings per share and diluted earnings per share when the effect is dilutive (see Note 7). | |
Leases - The Company accounts for leases in accordance with Financial FASB ASC Topic 840, (formerly Statement of Financial Accounting Standards SFAS No. 13 "Accounting for Leases"). Leases that meet one or more of the capital lease criteria of standard are recorded as a capital lease, all other leases are operating leases. | |
Income Taxes - The Company accounts for income taxes in accordance with FASB ASC Topic 740 Accounting for Income Taxes. This topic requires an asset and liability approach for accounting for income taxes (see Note 8). | |
Advertising Costs - Advertising costs are expensed as incurred and amounted to $8,366 and $13,280 for the periods ending March 31, 2014 and 2013, respectively. | |
Fair Value of Financial Instruments - The Company accounts for fair value measurements for financial assets and financial liabilities in accordance with FASB ASC Topic 820. The authoritative guidance, which, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exit price, representing the amount that would either be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: | |
• | |
Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities; | |
• | |
Level 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. | |
Revenue Recognition - Revenue is generated from various payer's including Medicare, Medicaid, Insurance Companies, and various other entities and individuals. In accordance with FASB ASC Topic 605, Revenue is recognized when persuasive evidence of an arrangement exists, services have been provided, the price of services is fixed or determinable, and collection is reasonably assured. Payments received prior to services being provided are recorded as a liability (deferred revenue) until such services are performed. Revenue is recorded as net revenue where contractual adjustments and discounts are deducted from Gross Revenue to determine net revenue. | |
Recently Enacted Accounting Standards - Recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on the Company's present or future financial statements. |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 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 | 31-Mar-14 | 31-Dec-13 | ||||
Furniture, fixtures and equipment | 2-10 yrs | $ | 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 and $286, respectively. |
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 - The following is a summary of 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_C
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% at March 31, 2014) Secured Convertible Note payable having a total principal amount of $1,010,000, convertible into common shares of the Company at the lesser of $0.25 per share or the average market price of the Company stock for the 20 days prior to the conversion and maturing March 9, 2015; b) Warrants to purchase a total of 3,030,000 shares of common stock, at $0.50 per share, exercisable for four years, and c) a greenshoe to purchase a total of 2,000,000 shares of common stock at $0.25 per share, exercisable for one year from the closing date. The fair value of the beneficial conversion feature of the warrants and greenshoe totaled $952,254 and was recorded as a derivative liability until the registration statement becomes effective. The Company recorded a discount on the note for beneficial conversion feature of the note. The $952,254 discount on the beneficial conversion feature is being amortized as interest expense over the term of the note. As of March 31, 2014, the Company has amortized $375,944 of the discount, with the remaining $576,310 unamortized discount being offset against the outstanding balance of the note in the accompanying balance sheet. As of March 31, 2014, the Company had accrued interest payable on the debenture of $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_INSTRUMEN
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 upon issuance and was recorded as a derivative liability until the registration of the shares becomes effective. As of March 31, 2014, the fair value of the unregistered conversion feature, warrants and green shoe was $497,920, and a gain totaling $16,302 was recorded for the three months ended March 31, 2014. |
FAIR_VALUE_OF_FINANCIAL_INSTRU
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 | - | - | -497,920 |
CAPITAL_STOCK
CAPITAL STOCK | 3 Months Ended |
Mar. 31, 2014 | |
CAPITAL STOCK [Abstract] | ' |
CAPITAL STOCK | ' |
NOTE 7 - CAPITAL STOCK | |
Common Stock - The Company has authorized 200,000,000 shares of common stock, $0.001 par value. As of March 31, 2014, 10,439,734 shares were issued and outstanding. | |
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. |
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: | ||||||||
31-Mar-14 | 31-Dec-13 | |||||||
Shares | Weighted Average Exercise Price | Shares | Weighted Average Exercise Price | |||||
Outstanding at beginning of period | 5,030,000 | $ | 0.4 | - | $ | - | ||
Granted | - | - | 5,030,000 | 0.4 | ||||
Exercised | - | - | - | - | ||||
Forfeited | - | - | - | - | ||||
Expired | - | - | - | - | ||||
Outstanding at end of period | 5,030,000 | $ | 0.4 | 5,030,000 | $ | 0.4 | ||
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 | 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 and $431,582, respectively, and the total of the deferred tax liabilities was $0 and $0, respectively. The amount of and ultimate realization of the benefits from the deferred tax assets for income tax purposes is dependent, in part, upon the tax laws in effect, the Company's future earnings, and other future events. The Company anticipates earnings in the near future and the realization of the benefit of the deferred tax assets. We file U.S. federal, and U.S. states return, we are generally no longer subject to tax examinations for years prior to 2009 for U.S. federal and U.S. states tax returns. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2014 | |
LEASES [Abstract] | ' |
LEASES | ' |
NOTE 10 - LEASES | |
Operating Lease - The Company leases office space in Casper, Wyoming for $4,892 a month through June 2018. The Company further leases space in Billings, Montana for of $1,475 a month through February 2015, and $1,490 a month through February 2017. The Company also leases office space in Palm Beach, Florida for $14,112 a month through July 2015. | |
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 and $18,594 for the three months ended March 31, 2014 and 2013, respectively. |
INCOMELOSS_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 | |||||
31-Mar | |||||
2014 | 2013 | ||||
Income/(Loss) from continuing operations available to common stockholders (numerator) | $ | -267,109 | $ | 31,332 | |
Income/(Loss) available to common stockholders (numerator) | -267,109 | 31,332 | |||
Weighted average number of common shares outstanding during the period used in loss per share (denominator) | 10,196,981 | 10,063,249 | |||
At March 31, 2014 and 2013, the Company had 3,030,000 and 0, respectively warrants to purchase common stock of the Company at $0.50 per share, and an greenshoe option outstanding to purchase 2,000,000 and 0, respectively shares of common stock of the Company at $0.25 per share and a convertible debenture payable wherein the holder could convert the note and underlying accrued interest into a minimum of 4,139,652 and 0, respectively shares of common stock which were not included in the loss per share computation because their effect would be anti-dilutive. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2014 | |
SUBSEQUENT EVENTS [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 12 - SUBSEQUENT EVENTS | |
Subsequent events have been evaluated through the date and time of this report: | |
On April 22, 2014, the Company issued 175,897 common shares in payment of $20,200 of accrued interest. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policy) | 3 Months Ended |
Mar. 31, 2014 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' |
Organization | ' |
Organization - On June 22, 2012, FAB Universal (FAB) formed Future Healthcare of America ("FHA"), a wholly owned subsidiary. On October 1, 2012, FHA operations were spun-off in a 1 for 1 dividend to the shareholders of record of FAB on September 5, 2012, the record date. Interim Healthcare of Wyoming, Inc. ("Interim"), a Wyoming corporation, a wholly owned subsidiary of Future Healthcare of America, was organized on September 30, 1991. Interim operates primarily in the home healthcare and healthcare staffing services in Wyoming and Montana. On April 3, 2007, Interim purchased the operations of Professional Personnel, Inc., d.b.a., Professional Nursing Personnel Pool. | |
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. At March 31, 2014, the Company had $419,638 cash balances in excess of federally insured limits. | |
Accounts Receivable | ' |
Accounts Receivable - Accounts receivable consist of trade receivables arising in the normal course of business. At March 31, 2014 and 2013, the Company has an allowance for doubtful accounts of $20,200, which reflects the Company's best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. During the three months ended March 31, 2014 and 2013, the Company adjusted the allowance for bad debt by $0. | |
Depreciation | ' |
Depreciation - Depreciation of property and equipment is provided on the straight-line method over the estimated useful lives. | |
Goodwill | ' |
Goodwill - Goodwill is evaluated for impairment annually in the fourth quarter of the Company's fiscal year, and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of goodwill or a significant decrease in expected cash flows. | |
Income /(Loss) Per Share | ' |
Income /(Loss) Per Share - The Company computes income (loss) per share in accordance with Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 260 Earnings Per Share, which requires the Company to present basic earnings per share and diluted earnings per share when the effect is dilutive (see Note 7). | |
Leases | ' |
Leases - The Company accounts for leases in accordance with Financial FASB ASC Topic 840, (formerly Statement of Financial Accounting Standards SFAS No. 13 "Accounting for Leases"). Leases that meet one or more of the capital lease criteria of standard are recorded as a capital lease, all other leases are operating leases. | |
Income Taxes | ' |
Income Taxes - The Company accounts for income taxes in accordance with FASB ASC Topic 740 Accounting for Income Taxes. This topic requires an asset and liability approach for accounting for income taxes (see Note 8). | |
Advertising Costs | ' |
Advertising Costs - Advertising costs are expensed as incurred and amounted to $8,366 and $13,280 for the periods ending March 31, 2014 and 2013, respectively. | |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments - The Company accounts for fair value measurements for financial assets and financial liabilities in accordance with FASB ASC Topic 820. The authoritative guidance, which, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exit price, representing the amount that would either be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: | |
• | |
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. | |
Revenue Recognition | ' |
Revenue Recognition - Revenue is generated from various payer's including Medicare, Medicaid, Insurance Companies, and various other entities and individuals. In accordance with FASB ASC Topic 605, Revenue is recognized when persuasive evidence of an arrangement exists, services have been provided, the price of services is fixed or determinable, and collection is reasonably assured. Payments received prior to services being provided are recorded as a liability (deferred revenue) until such services are performed. Revenue is recorded as net revenue where contractual adjustments and discounts are deducted from Gross Revenue to determine net revenue. | |
Recently Enacted Accounting Standards | ' |
Recently Enacted Accounting Standards - Recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on the Company's present or future financial statements. | |
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended | |||||
Mar. 31, 2014 | ||||||
PROPERTY AND EQUIPMENT [Abstract] | ' | |||||
Schedule of Property and Equipment | ' | |||||
Life | 31-Mar-14 | 31-Dec-13 | ||||
Furniture, fixtures and equipment | 2-10 yrs | $ | 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_C1
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_INSTRU1
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 | - | - | -497,920 |
WARRANTS_AND_GREENSHOE_Tables
WARRANTS AND GREENSHOE (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
WARRANTS AND GREENSHOE [Abstract] | ' | |||||||
Summary of Activity | ' | |||||||
31-Mar-14 | 31-Dec-13 | |||||||
Shares | Weighted Average Exercise Price | Shares | Weighted Average Exercise Price | |||||
Outstanding at beginning of period | 5,030,000 | $ | 0.4 | - | $ | - | ||
Granted | - | - | 5,030,000 | 0.4 | ||||
Exercised | - | - | - | - | ||||
Forfeited | - | - | - | - | ||||
Expired | - | - | - | - | ||||
Outstanding at end of period | 5,030,000 | $ | 0.4 | 5,030,000 | $ | 0.4 |
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 |
INCOMELOSS_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 | |||||
31-Mar | |||||
2014 | 2013 | ||||
Income/(Loss) from continuing operations available to common stockholders (numerator) | $ | -267,109 | $ | 31,332 | |
Income/(Loss) available to common stockholders (numerator) | -267,109 | 31,332 | |||
Weighted average number of common shares outstanding during the period used in loss per share (denominator) | 10,196,981 | 10,063,249 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
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 end of period | $79,809 | $79,809 |
VARIABLE_RATE_SENIOR_SECURED_C2
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 | 9-Mar-15 | ' | ' | ' |
Beneficial conversion feature | 497,920 | ' | ' | 952,254 |
Derivative liability | 497,920 | ' | 497,920 | 514,222 |
Amortization of discount on note payable | 168,333 | ' | 375,944 | ' |
Unamortized discount | 576,310 | ' | 576,310 | 744,643 |
Accrued interest | 20,200 | ' | 20,200 | ' |
Future Maturities of the note payable | ' | ' | ' | ' |
2015 | 1,010,000 | ' | 1,010,000 | ' |
2016 | ' | ' | ' | ' |
2017 | ' | ' | ' | ' |
2018 | ' | ' | ' | ' |
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_INSTRUMEN1
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 | $497,920 | ' | $952,254 |
Derivative liability | 497,920 | ' | 514,222 |
Gain from change in fair value of derivative liability | $16,302 | ' | ' |
FAIR_VALUE_OF_FINANCIAL_INSTRU2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) (USD $) | Mar. 31, 2014 |
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 | ($497,920) |
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 | $0.00 | $0.00 |
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) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
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) (USD $) | 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_Details
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) (USD $) | Mar. 31, 2014 |
Twelve months ending March 31 | ' |
2015 | $245,693 |
2016 | 133,032 |
2017 | 75,094 |
2018 | 58,704 |
2019 | 14,676 |
Thereafter | ' |
Total Minimum Lease Payment | $527,199 |
INCOMELOSS_PER_SHARE_Schedule_
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) | ($267,109) | $31,332 |
Income/(Loss) available to common stockholders (numerator) | ($267,109) | $31,332 |
Weighted average number of common shares outstanding during the period used in loss per share (denominator) | 10,196,981 | 10,063,249 |
INCOMELOSS_PER_SHARE_Narrative
INCOME/(LOSS) PER SHARE (Narrative) (Details) (USD $) | 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 |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (USD $) | 3 Months Ended | 4 Months Ended |
Mar. 31, 2014 | Apr. 22, 2014 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ' | ' |
Issuance of common stock for accrued liabilities, shares | 226,485 | 175,897 |
Issuance of common stock for accrued liabilities | $24,913 | $20,200 |