The accompanying notes are an integral part of the condensed
unaudited financial statements.
The accompanying notes are an integral part of the condensed
unaudited financial statements.
The accompanying notes are an integral part of the condensed
unaudited financial statements.
Notes to Condensed Financial Statements
June 30, 2014
(Unaudited)
NOTE 1 – ORGANIZATION AND BUSINESS ACTIVITY
The Company was incorporated in Florida
on July 31, 2001. On September 21, 2001 the Company was acquired by PlaNet.Com, Inc., a Nevada public, non-reporting corporation.
Pla.Net.Com, Inc. was considered a shell at the time of acquisition and therefore the acquisition was treated as a reverse merger
(the acquired company is treated as the acquiring company for accounting purposes). Pla.Net.Com, Inc. changed its name to Inpatient
Clinical Solutions, Inc. immediately after the merger.
Through March 2013, the Company provided
health care services in South Florida. The Company provided inpatient physician care to various health care facilities and health
plans in the South Florida area. Prior to February 2012, the Company provided Hospitalist services at acute care hospitals. Hospitalists
focus on a patient’s care from the time of admission to discharge, working in close consultation with primary care physicians,
other referring physicians and medical providers to coordinate the inpatient care delivery system and manage the entire inpatient
episode of care.
The Company sold the hospitalist business
during February 2012. At that time, the Company changed its name from Inpatient Clinical Solutions, Inc. to Integrated Inpatient
Solutions, Inc. In November 2011, the Company entered into an agreement with a hospital to provide intensivist services. Under
the exclusive agreement, the Company provided critical care intensivist coverage for all medical and surgical intensive care unit
patients at the hospital. The physicians included full-time employees, part-time and temporary physicians as well as contracted
physician providers. The intensivist agreement was terminated in January 2013.
The Company now provides interior design
services targeting budget minded individuals. The business operates under the trade name Integrated Interior Design. The Company
earns revenues from providing decorator services which are billed on hourly and per diem rates. The interior design business currently
operates in South Florida and will expand regionally and nationally. The business provides interior design, interior staging, accompanied
shopping, paint color selection, architectural drawing and other design services.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Section 107 of the JOBS Act also provides
that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B)
of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company”
can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are
choosing to take advantage of the extended transition period for complying with new or revised accounting standards. As a result,
our financial statements may not be comparable to those of companies that comply with public company effective dates.
BASIS OF PRESENTATION
The unaudited interim financial statements
have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial
information and with the instructions to Form 10-Q and Article 8 of Regulation SX. Accordingly, they do not include all of the
information and footnotes required by GAAP for complete financial statements.
BASIS OF PRESENTATION (continued)
The financial information furnished
herein reflects all adjustments, consisting of normal recurring items that, in the opinion of management, are necessary for a fair
presentation of the Company’s financial position, results of operations and cash flows for the interim periods. The results
of operations for the six months ended June 30, 2014 are not necessarily indicative of the results to be expected for the year
ending December 31, 2014.
Use of Estimates
The preparation of financial statements
in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. The areas involving the most significant use of estimates include legal contingencies, deferred
tax benefits, refundable income taxes, estimated realizable value of accounts receivable, and payables for known claims and liabilities
for claims incurred but not reported (IBNR) related to medical malpractice. These estimates are based on knowledge of current events
and anticipated future events. The Company adjusts these estimates each period as more current information becomes available. The
impact of any changes in estimates is included in the determination of earnings in the period in which the estimate is adjusted.
Actual results may ultimately differ materially from those estimates.
Cash
The Company considers cash in banks
and other highly liquid investments with insignificant interest rate risk and maturities of three months or less at the time of
acquisition to be cash and cash equivalents. At June 30, 2014 and December 31, 2013, the Company had no cash equivalents. The Company
maintains cash accounts in financial institutions that are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”).
Deposits in excess of the FDIC insurance amount of $250,000 totaled approximately $150,000 and $245,000 at June 30, 2014 and December
31, 2013, respectively.
Accounts Receivable
Accounts receivable
represent amounts due from customers for design services.
Accounts receivable are recorded
and stated at the amount expected to be collected and reflect an allowance for uncollectible amounts of $5,881 at June 30, 2014.
The Company had no accounts receivable at December 31, 2013.
Property and Equipment
Property and equipment are recorded
at cost and depreciated on a straight-line basis over the estimated useful life of the asset. Expenditures for major renewals and
betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are
charged to expense as incurred.
Impairment of Long-Lived Assets
The Company reviews its long-lived assets
for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered.
The Company determined that there were no impairments of long-lived assets as of June 30, 2014 and December 31, 2013.
Fair Value of Financial Instruments
U.S. GAAP for fair value measurements
establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three levels.
The fair value hierarchy gives the highest priority to quoted market prices (unadjusted) in active markets for identical assets
or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Level 2 inputs are inputs, other than quoted
prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. The fair
value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities
and the lowest priority to unobservable inputs.
The carrying amounts of the Company’s
financial assets and liabilities, such as cash, accounts receivable, deposits, accounts payable and accrued liabilities, approximate
their fair values because of the short maturity of these instruments.
Revenue Recognition
Interior Design
- The Company
follows ASC 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue
when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive
evidence of an arrangement that the services have been rendered to the customer, the sales price is fixed or determinable, and
collectability is reasonably assured.
Income Taxes
The Company follows Section 740-10-30
of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the financial statements or tax returns. Under this method,
deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities
using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets
are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be
realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income
in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment
date.
The Company adopted section 740-10-25
of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination
of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under
Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not
that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The
Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section
740-10-25.
Earnings (Loss) Per Share
The
Company computes earnings (loss) per share in accordance with the provisions of FASB ASC Topic 260, "Earnings Per Share,"
which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. Basic earnings (loss) per share are computed by dividing net earnings (loss) available to common
shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings (loss)
per share are computed assuming the exercise of dilutive stock options under the treasury stock method and the related income tax
effects.
Accordingly, for purposes of dilutive earnings per share,
the Company excluded the convertible preferred stock.
As of June 30, 2014 and 2013, we had
250,000 shares of Convertible Preferred Stock outstanding convertible into 2,500,000 common shares.
Recent Accounting Pronouncements
There have been no accounting pronouncements
or changes in accounting pronouncements during the six months ended June 30, 2014 that are expected to have a material impact on
the Company’s financial position, results of operations or cash flows. Accounting pronouncements that became effective
during the six months ended June 30, 2014 did not have a material impact on disclosures or on the Company’s financial position,
results of operations or cash flows.
NOTE 3 - PROPERTY AND EQUIPMENT
The Company’s property and equipment
consisted of the following at June 30, 2014 and December 31, 2013:
|
|
|
|
|
|
|
Estimated
|
|
|
2014
|
|
|
2013
|
|
Useful Life
|
Computer and Office Equipment
|
$
|
33,868
|
|
$
|
33,868
|
|
5 -7 years
|
Furniture and Fixtures
|
|
18,530
|
|
|
18,530
|
|
7 years
|
|
$
|
52,398
|
|
$
|
52,398
|
|
|
Less: Accumulated Depreciation
|
|
(51,213)
|
|
|
(48,831)
|
|
|
|
$
|
1,185
|
|
$
|
3,567
|
|
|
Depreciation expense for the six month
period ended June 30, 2014 and 2013 was $2,382 and $5,871, respectively.
NOTE 4 - STOCKHOLDERS' EQUITY
Preferred Stock
The Company has 10,000,000 authorized
shares of non-redeemable, convertible preferred stock with a par value of $.0001. Each share of preferred stock is convertible
to 10 shares of common stock.
Common Stock
On June 10, 2014 the Company
issued 2,700,000 shares of common stock to an employee for services with a fair value of $24,570.
On June 10, 2014 the Company
issued 2,700,000 shares of common stock to a non-related party for services with a fair value of $24,570.
NOTE 5 - COMMITMENT AND CONTINGENCIES
Commitment
In April 2013, the Company entered into
a new one year office lease agreement at $450 per month, the lease expired in May 2014. The office space is now being occupied
on a month to month basis. Total rent expense for the six months ended June 30, 2014 was $2,385 and $7,866, respectively.
Contingencies
While providing healthcare services
in the ordinary course of our business, the Company became involved in lawsuits and legal proceedings involving claims of medical
malpractice related to medical services provided by our affiliated physicians. The Company is currently involved in the settlement
stages of one such matter. The accompanying financial statements include an accrual of $50,000 for this matter under the caption
liabilities from discontinued operations. This accrual represents the Company’s anticipated deductible on the settlement.
The details of this settlement are described more fully below.
Edra Schwartz as the Personal Representative
of the Estate of Robert A. Schwartz, Deceased, v. Jason Strong, M.D., Aretha Nelson, M.D. and Inpatient Clinical Solutions, Inc
.
- This matter involves a 66 year old white male who developed a MRSA (methicillin-resistant staphylococcus aureus) infection following
a craniotomy to remove a suspected meningioma. The mater alleges (1) Failure to properly interpret the brain MRIs preoperatively
(this is directed at the radiologist preoperatively); and (2) Failure to diagnose a MRSA infection and brain abscess following
the craniotomy on May 6, 2009. The patient died on September 24, 2009.
The suit commenced October 18, 2011 and the case is pending in the circuit court of the 17 Judical Circuit in and for Broward
County, FL, Case # 11-10485. The claim is for unspecified monetary damages. The Company is defending this case vigorously and,
while the claims for damages have not been quantified, the Company does not believe that a negative decision would have a material
impact on the Company.
NOTE 5 - COMMITMENT AND
CONTINGENCIES (continued)
In November 2011, the Company became
involved in a legal settlement relating to a malpractice claim for $100,000. As a result of the settlement agreement, the Company
agreed to pay a total amount of $100,000. As of June 30, 2014 and December 31, 2013, the remaining balance is approximately $59,000
which is due in equal yearly installments of $20,000 over the next four years. The Company made payments of $10,000 on this obligation
during the six month period ended June 30, 2014.
The accrued legal settlements are presented
as liabilities from discontinued operation in the accompanying balance sheets (see Note 7).
The Company is currently not aware of
any other such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse affect
on its business, financial condition or operating results except for the items described above and in Note 9 Subsequent Events.
Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that
may harm its business.
Regulatory Matters
Laws and regulations governing the Medicare
and Medicaid programs are complex and subject to interpretation. Compliance with such laws and regulations can be subject to future
government review and interpretation as well as significant regulatory action including fines, penalties, and exclusion from the
Medicare and Medicaid programs. We believe that we are in compliance with all applicable laws and regulations. We are not aware
of any specific investigations involving allegations of potential wrongdoing.
NOTE 6 – CONCENTRATIONS
Geographic and Employment
Our operations are concentrated in the
South Florida region. We are reliant on the services of two full time employees, one who runs management and operations of the
Company and one interior designer.
Revenue and Accounts Receivable
During the six months ended June 30,
2014, 54% of revenues were derived from three customers at 34%, 11% and 9%.
At June 30, 2014, 64% of accounts receivable
were derived from three customers at 29%, 21% and 14%.
NOTE 7 -
Discontinued
Operations
In March 2013, management decided to
exit the
health care provider
business
and change the Company's
strategy in order to focus on its interior design business. Accordingly, the financial statements have been presented in accordance
with ASC 205-20,
Discontinued Operations
.
The following table illustrates the
reporting of the discontinued operations included in the Statements of Operations for the six months ended June 30, 2014 and 2013:
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
2014
|
|
2013
|
|
|
|
|
|
|
|
(restated)
|
|
Patient Service Revenue (net of contractual
|
|
|
|
|
|
|
|
|
allowances and discounts)
|
|
$
|
—
|
|
|
$
|
109,463
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
Cost of services-physicians
|
|
|
—
|
|
|
|
225,964
|
|
General and administrative
|
|
|
—
|
|
|
|
211,530
|
|
Total operating expenses
|
|
|
—
|
|
|
|
437,494
|
|
|
|
|
|
|
|
|
|
|
Benefit from income taxes
|
|
|
—
|
|
|
|
116,816
|
|
|
|
|
|
|
|
|
|
|
Loss on discontinued operations
|
|
$
|
—
|
|
|
$
|
(211,215
|
)
|
As of June 30, 2014 and December 31, 2013, liabilities from discontinued operations are listed below:
|
|
June 30, 2014
|
|
December 31, 2013
|
Accrued legal settlements
|
|
$
|
109,379
|
|
|
$
|
119,379
|
|
NOTE 8 – RESTATEMENT OF PRIOR YEARS COMPARATIVE FINANCIAL STATEMENTS
The Company made adjustments
to the condensed statement of operations and condensed statement of cash flows as of June 30, 2013. The adjustment of $187,950
appears as benefit from income taxes in the condensed statement of operations and refundable income taxes in the condensed statement
of cash flows. This adjustment reflects the tax benefit from net operating losses which were not previously recorded. The Company
originally treated these amounts as fully reserved deferred tax assets. Under FASB ASC 740 an asset is recognized for the amount
of refundable income taxes and the anticipated claim for refund is reported as a tax benefit in the statement of income. In accordance
with ASC 740, the statements have been restated to reflect the tax benefit.
NOTE 9
– SUBSEQUENT EVENTS
On July 14, 2014, the holders of 52.5%
of the Company’s outstanding Common Stock voted to amend the Company’s Certificate of Incorporation to increase the
total number of shares of all classes of stock. Under the amendment, the total number of shares outstanding was increased from
110,000,000 shares to 310,000,000 shares comprised of 300,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock.
The number of shares previously authorized was 110,000,000 comprised of 100,000,000 shares of Common Stock and 10,000,000 shares
of preferred stock. The par value of both the Common and Preferred shares remained unchanged at $0.0001 per share. This amendment
was effective as of July 17, 2014.
On July 7, 2014, the Company received
notification that one of the hospitalist physicians may be named in a lawsuit. Because this matter is in the early stages, the
claim for damages, if any, has not yet been determined. Legal council has been retained by the Company’s insurance carrier.