UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark
one)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15
(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15
(d) OF THE EXCHANGE ACT OF 1934
For the transition period from ________ to
________
Commission file number:
Integrated Inpatient Solutions, Inc.
(Name of Registrant as specified in its charter)
Nevada |
65-1011679 |
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
100 Linton Boulevard, Suite 213-B, Delray
Beach, FL 33483
(Address of principal executive offices)
561-276-3737
(Registrant’s telephone number)
Securities registered pursuant to Section 12(b) of the Exchange
Act: None
Securities registered pursuant to Section 12(g) of the Exchange
Act:
Common Stock
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the issuer is not required to file reports pursuant to Section
13 or 15(d) of the Exchange Act. Yes [ ] No [X ]
Indicate by check mark if the issuer (1) filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted
on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). Yes [X] No [ ]
Indicate by check mark if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-K is not contained in this form, and no disclosure will be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K. [X]
Indicate by check mark whether the registrant
is a large accelerated filer, a non-accelerated filer, or a smaller reporting company, See the definition of "large accelerated
filer," "accelerated filer" and "smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
[ ] |
Accelerated filer |
[ ] |
Non-accelerated filer |
[ ] |
Smaller reporting company |
[X] |
Indicate by checkmark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [ ] No [X]
The Company’s revenues for the year ended December 31, 2014 were $312,510.
At the end of the registrant’s most recently completed second quarter, the aggregate
market value of the common stock held by non-affiliates of the registrant (based on a closing price of $0.018 per share was $773,013.96.
The number of shares of the registrant's common stock outstanding as of March 30, 2015
was 158,503,951.
TABLE OF CONTENTS
PART I |
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1 |
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ITEM 1. |
Business |
1 |
ITEM 1A. |
Risk Factors |
4 |
ITEM 2. |
Properties |
9 |
ITEM 3. |
Legal Proceedings |
9 |
ITEM 4. |
Mine Safety Disclosures |
10 |
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PART II |
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10 |
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ITEM 5. |
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities |
10 |
ITEM 6. |
Selected Financial Data |
11 |
ITEM 7. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
11 |
ITEM 7A |
Quantitative and Qualitative Disclosures About Market Risk |
15 |
ITEM 8. |
Financial Statements and Supplementary Data |
15 |
ITEM 9. |
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure |
16 |
ITEM 9A. |
Controls and Procedures |
16 |
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PART III |
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17 |
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ITEM 10. |
Directors, Executive Officers, and Corporate Governance |
17 |
ITEM 11. |
Executive Compensation |
20 |
ITEM 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
21 |
ITEM 13. |
Certain Relationships and Related Transactions, and Director Independence |
22 |
ITEM 14. |
Principal Accounting Fees and Services |
23 |
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PART IV |
|
23 |
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|
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ITEM 15. |
Exhibits, Lists and Reports on Form 8-K |
23 |
PART I.
Item 1. DESCRIPTION OF THE BUSINESS
THE COMPANY – background
and summary
Overview of the Company and its
Prior Strategies
The Company was incorporated in Florida on
July 31, 2001. On September 21, 2001, the Company was acquired by Pla.Net.Com, Inc., a Nevada public, non-reporting corporation
(“Issuer”). Issuer was considered a shell at the time of the transaction and therefore the acquisition was treated
as a reverse merger. Contemporaneously, Issuer changed its name to Inpatient Clinical Solutions, Inc. In April 2012, Issuer changed
its name to Integrated Inpatient Solutions, Inc. which survives today as the Company.
From September 2001 until
March 19, 2012 we operated as a provider of hospitalist services in the southeastern Florida market. Hospitalist medicine is organized
around the admission and care of patients in facilities such as acute care hospitals. During that time we focused on providing,
managing and coordinating the care of hospitalized patients. As of March 2012, we provided hospitalist services to a range of
health plans, hospital clients, medical groups, and community physicians at 26 acute care hospitals. The Company also provided
a non-material level of services at a number of nursing homes in the market.
Effective March 19, 2012
we sold substantially all of our assets relating to our hospitalist business (the “Assets”) pursuant to an Asset Purchase
Agreement with InPatient Consultants of Florida, Inc. and Hospitalist Services of Florida, Inc. (collectively, the "Acquirors”).
Following consummation of the transaction, and through March 2013 the Company continued providing health care services in the
South Florida market. We have completed the process of winding down that aspect of our business.
After the sale of our
Assets, Management came to believe that the best opportunity to maximize shareholder value was to explore options in other industries
as well as continuing to explore opportunities in the health care industry. Having investigated potential opportunities in various
industries, management launched an interior design business.
Our interior design business
targets cost conscious individuals. The business operates under the trade name Integrated Interior Design. We have earn revenues
from providing decorator services, which are billed on hourly and per diem rates. The business currently operates in South Florida
and we intend to expand regionally and nationally. The business provides interior design, interior staging, accompanied shopping,
paint color selection, architectural drawing and other services.
Additionally, on August
26, 2014 we entered into a Share Exchange Agreement pursuant to which the Company agreed to acquire all of the outstanding capital
stock of Integrated Timeshare Solutions, Inc. (“ITS”) in exchange for newly issued shares of our common stock. Accordingly,
as a result of the exchange ITS is now a wholly owned subsidiary of the Company. ITS was established on July 2, 2014 as a real
estate consulting firm specializing in timeshare liquidation and mortgage relief. We commenced operations in that area industry
upon consummation of the acquisition. As of this date, however, we have discontinued the operations of this subsidiary.
Our principal executive offices are located
at 100 East Linton Boulevard, Suite 213-B, Delray Beach, FL 33483 and our telephone number is 561-276-3737. Our website is http://www.integratedinteriordesigns.com.
Information contained on or accessed through our website or any other website does not constitute a part of this report.
Our Current Business
We believe that interior design is a combination of style, good taste,
experience and planning. Great interior design is all of these and a proper awareness of the client’s true needs. Budget,
timing and the ability to incorporate existing items of meaning to the client makes this process effective towards the client’s
ultimate advantage. Once accomplished, the designer can arrive at the client’s dream home environment. There are no perfect
solutions in interior design, design is a subjective art that develops dynamically during the process of building a relationship
between designer and client.
We strive to provide the
finest in interior design ideas and implementation for our clients. Our staff reviews a client’s home and the client’s
existing furnishings to redesign the space incorporating them to their best advantage. We are not driven by the need for the client
to purchase additional items and believe that often a few simple moves such as relocating a sofa or rehanging artwork will make
a significant improvement.
We use the client’s
input regarding their favorite interior design styles and integrate their most loved possessions, such as personal photos, their
favorite area rug or a piece of furniture they inherited. We believe that interior design is about the client and not about a
designer’s desire for commissions.
We offer the following
services:
Interior design
Interior staging
Interior decorating
Renovation design and
construction assistance
Relocation design and
planning
Shopping service
Paint color selection
Builder color out
Window covering design
and/or purchasing
Floor covering design
and/or purchasing
Artwork hanging
Accessories styling
Architectural drawings
and planning
Construction supervision
Contractor selection and
supervision
Home theater design and
planning
We will work on projects
in homes, condo units or commercial spaces. Our consultants can be engaged at any stage of the project to help the client create
a beautiful space designed to enhance their daily life.
The process of retaining
a new client incorporates an initial consultation at no cost to the client. Following the initial consultation, the design team
determines a retainer based on an hourly charge of $150. The typical initial hourly retainer is approximately $450 or 3 hours
applicable towards the client’s final billing. Going forward the client is billed at the hourly rate twice monthly. Hourly
rates include floor plan drawings, 3D drawings, client meeting to determine products and/or services to be provided, on site meetings
with providers (deliveries, installations, sub-contractor meetings, shopping (online or/in store, etc). There is no typical length
of contract as each client is unique. A contract can be as short as one meeting or several months or more (at the ongoing rate
of $150.) It is notable that there may be instances wherein it is required for an “assistant” be on site, freeing
up the principle designer to continue to meet with clients at the hourly rate of $150. In those instances, or where the principle
designer is unavailable and/or not required, the assistant will be billed at a rate of $65 per hour.
Each client will be presented
a contract tailored to the specifics of their project, varying from a simple half page agreement stating the hourly rate to a
more comprehensive document outlining the specifics of the relationship between the client, the designer (the Company) and any
and all sub-contractors, suppliers and/or service providers.
We are also building a network of firms that have businesses which
complement our own, most recently adding a fully licensed architectural and construction firm. We use these services as an adjunct
to our design services and provide specific details as to the specific job that are usually presented in a “project”
manner, resulting in more extensive contracts with the client. Fees for these services are add-ons to our services which may or
may not be billed through the Company.
In the past several months,
the Company has acquired and retained a number of ongoing clients. We have serviced and continue to service both modest and high-end
scenarios ranging from a new client in a 10,000 sq. ft. home on the water to furniture placement in a condo.
Research and Development Activities
Other than time
spent researching our proposed business we have not spent any funds on research and development activities to date. We do not
currently plan to spend any funds on research and development activities in the future.
Compliance with Environmental Laws
We are not aware of any
environmental laws that have been enacted, nor are we aware of any such laws being contemplated for the future, that impact issues
specific to our business.
Competition
There are few barriers of entry in the interior
design business and level of competition is extremely high. The principal competitive factors in our industry are pricing and
quality of service. We will be in a market where we compete with many companies and individuals offering similar services. We
will be in direct competition with them. Many large companies will be able to provide more favorable services to the potential
customers. Many of these companies may have a greater, more established customer base than us. We will likely lose business to
such companies. We foresee to continue to face challenges from new market entrants. We may be unable to continue to compete
effectively with these existing or new competitors, which could have a material adverse effect on our financial condition and
results of operations.
We have only recently entered the market and
have minimal market penetration to date. Many established, well financed entities are currently active in the business of providing
services similar to ours. Nearly all of our competitors have significantly greater financial resources, technical expertise,
and managerial capabilities than we do. We are, consequently, at a competitive disadvantage in being able to provide such services
and become a successful company in the interior design industry.
Geographic Coverage
We are currently focused on providing interior
decorating services in the southeastern Florida area (Miami-Dade County, Broward County and Palm Beach County).
Employees
The Company currently
employs two (2) individuals full time: one runs management and operations of the Company and one interior designer and talent.
Additionally, the Company employs one individual on a part time basis who is responsible for bookkeeping, receivables and coordinating
pickups and deliveries with clients and outsourced service providers.
Description Of Property
The Company does not own any real property
or any interest in real property and does not invest in real property or have any policies with respect thereto as a part of its
operations or otherwise.
The principal business address of the Company is 100 East Linton
Boulevard, Suite 213-B, Delray Beach, FL 33483, which we rent under a lease that will be expiring in May 2015. We pay $450 per
month for the lease of this office space.
Legal Proceedings
In the ordinary course of the Company’s
business in the health care industry, the Company became involved in lawsuits and legal proceedings involving claims of medical
malpractice related to medical services provided by the Company’s affiliated physicians. The Company is currently involved
in one such matter where the claim could exceed insurance coverage and is awaiting mediation to be scheduled in the matter.
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 matter 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.
We are not aware of any other pending or threatened litigation against
us that we expect will, individually or in the aggregate, have a material adverse effect on our business, financial condition,
liquidity, or operating results. We cannot assure you that we will not be adversely affected in the future by legal proceedings.
Item 1A. RISK FACTORS
Our business is subject to numerous
risks. We caution you that the following important factors, among others, could cause our actual results to differ materially
from those expressed in forward-looking statements made by us or on our behalf in filings with the SEC, press releases, communications
with investors and oral statements. Any or all of our forward-looking statements in this and in any other public statements we
make may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties.
Many factors mentioned in the discussion below will be important in determining future results. Consequently, no forward-looking
statement can be guaranteed. Actual future results may vary materially from those anticipated in forward-looking statements. We
undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
You are advised, however, to consult any further disclosure we make in our reports filed with the SEC.
RISKS RELATED TO OUR BUSINESS
Finding sources of capital to operate
or grow the Company has been difficult.
In the past, the Company
has needed to borrow from our officer to fund operations since other sources of capital were not available to us. It is unclear
whether we will be able to find other sources of capital or whether our officer will be willing to continue to provide capital
to meet our needs.
We have changed the focus of
our business.
Previously our business operations were focused exclusively on the
health care industry. Following the sale of the majority of our assets in 2012, management decided to pursue opportunities in
the interior design industry and unsuccessfully attempted to enter the real estate consulting industry. Our management team did
not have experience in the real estate consulting industry and has limited experience in the interior design industry. This inexperience
increases the risk that we will not be successful with our current business model or in industries outside of our core competencies
in health care.
Our limited operating history in our current industry makes
it difficult to evaluate our current business and future prospects.
We have only recently
begun operating in the interior design business. Previously we were involved in unrelated businesses. Therefore, we have a relatively
limited operating history in executing our current business model. Our lack of operating history makes it difficult to evaluate
our current business model and future prospects.
In light of
the costs, uncertainties, delays and difficulties frequently encountered by companies in the early stages of development with
limited operating history, there is a significant risk that we will not be able to implement or execute our current business plan,
or demonstrate that our business plan is sound. If we cannot execute any one of the foregoing or similar matters relating to our
operations, our business may fail.
We are dependent on the services of
our Chief Executive Officer and the loss of her services would have a material adverse effect on our business.
We are highly dependent
on the services of Ozzie Bloom, our Chief Executive Officer. Ms. Bloom maintains responsibility for our overall corporate operational
strategy. Ms. Bloom has a strong background in health care management and has supported, grown, marketed and integrated the Company's
business plan with hospitals and various entities accessing the inpatient care continuum. Ms. Bloom is now an integral part of
our interior design operations and the loss of her services would have a material adverse effect upon our business and prospects.
We are an “emerging growth company”
under the JOBS Act of 2012 and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies
will make our common stock less attractive to investors.
We are an
“emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”),
and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies
(other than smaller reporting companies) that are not “emerging growth companies” including, but not limited to, not
being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure
obligations regarding executive compensation in our periodic reports and proxy statements. We are also currently able to take
advantage of these exemptions as a smaller reporting company. In addition, emerging growth companies are entitled to take advantage
of exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of
any golden parachute payments not previously approved. By comparison, smaller reporting companies (unless they are also emerging
growth companies) are subject to the requirements of holding nonbinding advisory votes on executive compensation, and shareholder
approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less
attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there
may be a less active trading market for our common stock and our stock price may be more volatile.
Furthermore, 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.
We will remain
an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed
$1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common
stock that is held by non-affiliates exceeds $700 million as of any June 30.
Our status as an “emerging growth company” under
the JOBS Act of 2012 may make it more difficult to raise capital as and when we need it.
Because of
the exemptions from various reporting requirements provided to us as an “emerging growth company” and because we will
have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive
to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare
our business with other companies in our industry if they believe that our financial accounting is not as transparent as other
companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results
of operations may be materially and adversely affected.
Our executive officer is not subject to supervision or review
by an independent board or audit committee.
Our board of directors
consists of Osnah Bloom, our Chief Executive Officer, Billy A. Bloom, her ex-husband and Josh M. Bloom, their son. As Billy A.
Bloom is employed by the Company and Josh M. Bloom is an heir to both Osnah Bloom and Billy A. Bloom, we do not presently have
any independent directors. Also we do not have an independent audit or compensation committee. As a result, the activities of
our executive officer are not subject to the review and scrutiny of an independent board of directors or an audit or compensation
committee.
The interior design industry might be affected by general
economic decline and this could adversely affect our operating results and could lead to lower revenues than expected.
The interior design industry
might be affected by general economic decline. Any downturn or delay in growth of the housing market may materially and detrimentally
affect this offering or the results of our operations. We expect that this could also lead to lower revenues than expected in
which case the value of your shares would likely decline and your ability to sell the shares at any price may be impacted.
Risks related to our Common Stock.
Our stock trades at low prices per share and trades on the
OTCPINK, which provides limited liquidity and significant volatility.
Since February 12, 2014
our Common Stock has been quoted on the OTC Market Group’s OTCPINK electronic quotation system (the “OTCPINK”).
Although this ostensibly qualifies the Company as publicly trading, minimal actual trading occurs. For years our common stock
was only quoted on OTC Pink and investors may have found it difficult to obtain accurate quotations of our common stock and may
have experienced a lack of buyers to purchase such stock or a lack of market makers to support the stock price. We
believe that while these issues have diminished, they continue to exist as, due to our trading price, our Common Stock is referred
to as a "penny stock" and is subject to various regulations involving certain disclosures that must be given to prospective
buyers prior to their purchase of any penny stocks. These disclosures require purchasers to acknowledge they understand the risk
associated with buying penny stocks and that they can absorb the entire loss of their investment. Accordingly, it is commonly
believed that being a penny stock limits the liquidity of our common stock and the coverage of our stock by analysts. The
OTCPINK generally provides less liquidity than stock exchanges like NYSE or Nasdaq. Stocks trading on the OTC markets
may be very thinly traded and highly volatile. Therefore, holders of the Company’s common stock may be unable
to sell their shares at any price, whether or not such shares have been registered for resale. A public trading market
having the desired characteristics of depth, liquidity and orderliness depends on the presence in the marketplace of willing buyers
and sellers of our common shares at any given time. This presence depends on the individual decisions of investors
and general economic and market conditions over which we have no control. Given the lower trading volume of our common
shares, significant sales of our common shares, or the expectation of these sales, could cause our share price to fall.
There may be a limited public market for our securities; we
presently fail to qualify for listing on any national securities exchanges.
Our common stock
currently does not meet all of the requirements for initial listing on a national securities exchange. Specifically, the bid price
of our common stock is less than the minimum bid price required to obtain a listing. Trading in our common stock continues to
be conducted in the over-the-counter market. As a result, an investor may find it difficult to dispose of or to obtain accurate
quotations as to the market value of our common stock, and our common stock may be less attractive for margin loans, for investment
by larger financial institutions, as consideration in possible future acquisition transactions or other purposes.
Our stock price will likely be highly volatile, which may
negatively affect our ability to obtain additional financing in the future.
The market price of our common stock is likely to be highly volatile
due to the risks and uncertainties described in this risk factors section, as well as other factors, and could be subject to wide
fluctuations in response to various factors. Some of the factors that may cause the market price of our common stock to fluctuate
include:
• | | conditions and publicity regarding the industry in which we operate, as well as the
specific areas our product candidates seek to address; fluctuations in our quarterly financial results or the quarterly financial
results of companies perceived to be similar to us; |
• | | competition in our industry; price and volume fluctuations in the stock market at
large that are unrelated to our operating performance; |
• | | changes in estimates of our financial results or recommendations by securities analysts; |
• | | failure of our services to achieve or maintain market acceptance; |
• | | changes in market valuations of similar companies; |
• | | significant products, contracts, acquisitions or strategic alliances of our competitors; |
• | | success of competing products or services; |
• | | changes in our capital structure, such as future issuances of securities or the incurrence
of additional debt; |
• | | regulatory developments in the United States or foreign countries; |
• | | litigation involving our company, our general industry or both; |
• | | additions or departures of key personnel; |
• | | investors’ general perception of us; and |
• | | changes in general economic, industry and market conditions. |
As a result of this volatility,
an investment in our stock is subject to substantial risk. Furthermore, the volatility of our stock price could negatively impact
our ability to raise capital in the future.
We do not currently intend to pay dividends on our common
stock and, consequently, the ability to achieve a return on an investment in our common stock will depend on appreciation in the
price of our common stock.
We do not expect to pay cash dividends on our common stock. Any future
dividend payments are within the absolute discretion of our Board of Directors and will depend on, among other things, our results
of operations, working capital requirements, capital expenditure requirements, financial condition, contractual restrictions,
business opportunities, anticipated cash needs, provisions of applicable law and other factors that our Board of Directors may
deem relevant. We may not generate sufficient cash from operations in the future to pay dividends on our common stock. As a result,
the success of an investment in our common stock will depend on future appreciation in its value. The price of our common stock
may not appreciate in value or even maintain the price at which you purchased our shares.
You may experience dilution of your ownership interests due
to the future issuance of additional shares of our common stock.
As of that date of the
filing of this Annual Report, we have 158,503,951 shares of our common stock issued and outstanding. We are authorized to issue
up to 300,000,000 shares of common stock and 10,000,000 shares of preferred stock. We also have outstanding a total of 250,000
shares of Preferred Stock, which are convertible into 2,500,000 shares of our common stock at the election of the holder. The
outstanding Preferred Stock provides no preferential rights to its holder. We may also issue additional shares of our common stock
or other securities that are convertible into or exercisable for common stock in connection with the hiring of personnel, future
acquisitions, future private placements of our securities for capital raising purposes or for other business purposes. Future
sales of substantial amounts of our common stock, or the perception that sales could occur, could have a material adverse effect
on the price of our common stock. If we need to raise additional capital to expand or continue operations, it may be necessary
for us to issue additional equity or convertible debt securities. If we issue equity or convertible debt securities, the net tangible
book value per share may decrease, the percentage ownership of our current stockholders may be diluted and such equity securities
may have rights, preferences or privileges senior or more advantageous to our common stockholders.
Our common stock is considered to be a "Penny Stock."
We anticipate that our
common stock will continue to be a low-priced security, or a “penny stock” as defined under rules promulgated under
the Exchange Act. A stock is a "penny stock" if it meets one or more of the definitions in Rules 15g-2 through 15g-6
promulgated under Section 15(g) of the Exchange Act. These include but are not limited to the following: (i) the stock trades
at a price less than $5.00 per share; (ii) it is not traded on a "recognized" national exchange; (iii) it is not quoted
on The NASDAQ Stock Market, or even if so, has a price less than $5.00 per share; or (iv) is issued by a company with net tangible
assets less than $2.0 million, if in business more than a continuous three years, or with average revenues of less than $6.0 million
for the past three years. The principal result or effect of being designated a "penny stock" is that securities broker-dealers
cannot recommend the stock but must trade in it on an unsolicited basis.
In accordance with these rules, broker-dealers participating in
transactions in low-priced securities must first deliver a risk disclosure document which describes the risks associated with
such stocks, the broker-dealer’s duties in selling the stock, the customer’s rights and remedies and certain
market and other information. Furthermore, the broker-dealer must make a suitability determination approving the customer for
low-priced stock transactions based on the customer’s financial situation, investment experience and objectives.
Broker-dealers must also disclose these restrictions in writing to the customer, obtain specific written consent from the
customer, and provide monthly account statements to the customer. The effect of these restrictions probably decreases the
willingness of broker-dealers to make a market in our common stock, decreases liquidity of our common stock and increases
transaction costs for sales and purchases of our common stock as compared to other securities.
Broker-dealer requirements may affect trading and liquidity.
Section 15(g) of the Securities Exchange Act of 1934, as amended,
and Rule 15g-2 promulgated there under by the SEC require broker-dealers dealing in penny stocks to provide potential investors
with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document
before effectuating any transaction in a penny stock for the investor's account. Moreover, Rule 15g-9 requires broker-dealers
in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that
investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial
situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions
in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably
capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth
the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement
from the investor, confirming that it accurately reflects the investor's financial situation, investment experience and investment
objectives. Compliance with these requirements may make it more difficult for holders of our common stock to resell their shares
to third parties or to otherwise dispose of them in the market or otherwise.
Shares eligible for future sale may adversely affect the
market price of our common stock, as the future sale of a substantial amount of our restricted stock in the public marketplace
could reduce the price of our common stock.
From time to time, certain
of our stockholders may be eligible to sell their shares of common stock by means of ordinary brokerage transactions in the open
market pursuant to Rule 144 of the Securities Act of 1933, as amended, subject to certain compliance requirements. In general,
under Rule 144, unaffiliated stockholders (or stockholders whose shares are aggregated) who have satisfied a six month holding
period may sell shares of our common stock, so long as we have filed all required reports under Section 13 or 15(d) of the Exchange
Act during the applicable period preceding such sale. Generally, once a period of six months has elapsed since the date the common
stock was acquired from us or from an affiliate of ours, unaffiliated stockholders can freely sell shares of our common stock
so long as the requisite conditions of Rule 144 and other applicable rules have been satisfied. Also generally, twelve months
after acquiring shares from us or an affiliate, unaffiliated stockholders can freely sell their shares without any restriction
or requirement that we are current in our SEC filings. Any substantial sales of common stock pursuant to Rule 144 may have an
adverse effect on the market price of our common stock.
Failure to Achieve and Maintain Internal Controls in Accordance
with Sections 302 and 404(a) of the Sarbanes-Oxley Act of 2002 Could Have A Material Adverse Effect on Our Business and Stock
Price.
If we fail to maintain
adequate internal controls or fail to implement required new or improved controls, as such control standards are modified, supplemented
or amended from time to time, we may not be able to assert that we can conclude on an ongoing basis that we have effective internal
controls over financial reporting. Effective internal controls are necessary for us to produce reliable financial reports and
are important in the prevention of financial fraud. If we cannot produce reliable financial reports or prevent fraud, our business
and operating results could be harmed, investors could lose confidence in our reported financial information, and there could
be a material adverse effect on our stock price.
Item 2. DESCRIPTION OF PROPERTIES
The Company does not own any real property
or any interest in real property and does not invest in real property or have any policies with respect thereto as a part of its
operations or otherwise.
The principal business address of the Company is 100 East Linton
Boulevard, Suite 213-B, Delray Beach, FL 33483, which we rent under a lease that will be expiring in May 2015. We pay $450 per
month for the lease of this office space.
Item 3. LEGAL PROCEEDINGS
In the ordinary course of the Company’s
business in the health care industry, the Company became involved in lawsuits and legal proceedings involving claims of medical
malpractice related to medical services provided by the Company’s affiliated physicians. The Company is currently involved
in one such matter where the claim could exceed insurance coverage and is awaiting mediation to be scheduled in the matter.
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 matter 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.
We are not aware of any other pending or threatened
litigation against us that we expect will, individually or in the aggregate, have a material adverse effect on our business, financial
condition, liquidity, or operating results. We cannot assure you that we will not be adversely affected in the future by legal
proceedings.
Item 4. N/A
PART II.
Item 5. MARKET FOR THE REGISTRANT'S
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Company’s common stock is currently quoted on the OTC:
Pink market.
The market for our common stock is limited, volatile and sporadic. The
following table sets forth the range of high and low bid quotations for our common stock for each of the periods indicated as
reported by the OTC: Pink. Where such information is not available, the high and low closing bid quotations as reported
by the OTC: Pink has been provided. The quotations below reflect inter-dealer prices, without retail mark-up, mark-down
or commission and may not necessarily represent actual transactions.
2014
January 1, 2014 – March 31, 2014: |
$ |
0.025 - $0.008 |
April 1, 2014 – June 30, 2014: |
$ |
0.018 - $0.006 |
July 1, 2014 – September 30, 2014: |
$ |
0.0398 - $0.01 |
October 1, 2014 – December 31, 2014: |
$ |
0.025 - $0.0088 |
2013
January 1, 2013 – March 31, 2013: |
$ |
0.0099 - $0.004 |
April 1, 2013 – June 30, 2013: |
$ |
0.0085 - $0.0036 |
July 1, 2013 – September 30, 2013: |
$ |
0.0085 - $0.0036 |
October 1, 2013 – December 31, 2013: |
$ |
0.0043 - $0.008 |
2012
January 1, 2012 – March 31, 2012: |
$ |
0.04 - $0.011 |
April 1, 2012 – June 30, 2012: |
$ |
0.0292 - $0.006 |
July 1, 2012 – September 30, 2012: |
$ |
0.012 - $0.007 |
October 1, 2012 – December 31, 2012: |
$ |
0.01 - $0.0021 |
Market Information
Our common stock is currently quoted on the
OTCPink. We also hope to have our common stock included for quotation on the Over the Counter Bulletin Board. There can be no
assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Electronic Bulletin
Board, nor can there be any assurance that such an application for quotation will be approved.
Holders
As of the date of this report there are 158,503,951
shares of common stock issued and outstanding.
As of April 13, 2015 there are 357 holders of record of our common
stock.
Dividend Policy
Other than with regard to the distribution
made to our shareholders in connection with the sale of our Hospitalist assets. We have not paid any dividends to the holders
of our common stock and we do not expect to pay any such dividends in the foreseeable future as we expect to retain our future
earnings for use in the operation and expansion of our business.
Securities Authorized for Issuance Under Equity Compensation
Plans
At the present time, we have no securities
authorized for issuance under equity compensation plans.
Issuer Purchases of Equity Securities
The Company did not repurchase any shares during
the fiscal year ended December 31, 2014.
Item 6. SELECTED FINANCIAL DATA.
Not Required of Smaller Reporting Companies.
Item 7. MANAGEMENT'S DISCUSSION
AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION AND PLAN OF OPERATION
The following discussion
and analysis by our management of our financial condition and results of operations should be read in conjunction with our consolidated
financial statements and the accompanying notes included in this annual report.
Cautionary Statement Regarding Forward-Looking
Statements
This report may contain forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act, and we intend
that such forward-looking statements be subject to the safe harbors created thereby. These forward-looking statements are based
on our management’s beliefs and assumptions and on information currently available to our management. Any such forward-looking
statements would be contained principally in “Management’s Discussion and Analysis or Plan of Operations” and
“Risk Factors.” Forward-looking statements include information concerning our possible or assumed future results of
operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities and
the effects of regulation. Forward-looking statements include all statements that are not historical facts and can be identified
by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,”
“hopes,” “intends,” “may,” “plans,” “potential,” “predicts,”
“projects,” “should,” “will,” “would” or similar expressions.
Forward-looking
statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or
achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking
statements. We discuss many of these risks in greater detail in “Risk Factors.” Given these uncertainties, you should
not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s
beliefs and assumptions only as of the date of this report. You should read this report and the documents that we reference in
this report and have filed as exhibits to the report completely and with the understanding that our actual future results may
be materially different from what we expect. Except as required by law, we assume no obligation to update these forward-looking
statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking
statements, even if new information becomes available in the future.
Overview
The Company now provides
interior design services targeting cost conscious 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.
On August 26, 2014, the
Company entered into a Share Exchange Agreement pursuant to which the Company agreed to acquire all of the outstanding capital
stock of Integrated Timeshare Solutions, Inc., a Nevada corporation (“ITS”) in exchange for newly issued shares of
the Company’s common stock. Accordingly, as a result of the exchange, ITS is now a wholly owned subsidiary of the Company.
ITS was established on July 2, 2014 as a real estate consulting firm specializing in timeshare liquidation and mortgage relief.
The Company has discontinued the operations of this subsidiary.
Our internet site, www.IntegratedInteriorDesigns.com
officially launched on June 1, 2013.
Critical Accounting Policies
Accounts Receivable
The Company had $58,927 in accounts receivable net of
allowance for doubtful accounts of $6,987 from customers at December 31, 2014 compared to no accounts receivable at December
31, 2013.
The determination of contractual and bad debt allowances
constitutes a significant estimate. Accounts receivable represent amounts due from customers. Accounts receivable
are recorded and stated at the amount expected to be collected and have been adjusted to reflect the differences between
charges and the estimated payment amounts.
Accounts receivable balances
as of December 31, 2014 and December 31, 2013 were as follows:
| |
| 2014 | | |
| 2013 | |
Accounts Receivable | |
$ | 65,914 | | |
$ | — | |
Less: Allowances for Doubtful Accounts | |
| 6,987 | | |
| — | |
| |
$ | 58,927 | | |
$ | — | |
Revenue Recognition
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.
Interior Design – The Company provides
design services billed at hourly rates. The Company recognizes revenue from design services when services are rendered to the
customers.
Timeshare Liquidation – The Company
earns revenue from timeshare liquidation and mortgage relief services. The company offers services for timeshare owners that either
owns their timeshare outright and for those that have a mortgage on their property, and are interested in exiting their timeshare
property. The Company recognizes revenue when the title has been transferred and the transaction is complete.
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.
Liquidity and Capital Resources
As of December 31, 2014,
we had total current assets of $728,566, consisting of $372,206 in Cash, $237,077 in Refundable Income Taxes, $58,927 in net Accounts
Receivable, $45,546 in Assets from discontinued operations and $14,810 in Prepaid expenses and other current assets. We had total
current liabilities as of December 31, 2014 of $251,042.
We believe that we have
sufficient capital to cover all anticipated operations during the next twelve months: cash on hand was $372,206 as of December
31, 2014. Additionally, we generated revenue from our operations of $312,510 for the year ended December 31, 2014 and anticipate
continuing to generate revenue going forward. We believe that these amounts are adequate to fund the company’s current projected
capital requirements for at least twelve months. We do not presently have any material commitments for capital expenditures.
The Company does not expect
to purchase any plant or significant equipment over the next 12 months.
Results of Operations for the Years Ended
December 31, 2014 and 2013
During the year ended December 31, 2014 we generated revenue of $312,510
from our interior design operations compared to revenue in the year ended December 31, 2013 of $14,102. During the year ended
December 31, 2014 we also generated $40,787 in revenue from our time share services. As we were not operating in that industry
during prior years there was no revenue generated previously.
All operating expenses during both years consisted of General and
Administrative expenses, which totaled $766,769 during the year ended December 31, 2014 which increased from $458,401 during the
year ended December 31, 2013. During the year ended December 31, 2014 we suffered a loss from continuing operations of $421,057
which was similar to the loss from continuing operations we suffered in the year ended December 31, 2013, $422,158. In total,
we incurred a net loss during the year ended December 31, 2014 of $900,640, which was an improvement from our net loss of $1,076,758
during the year ended December 31, 2013. We attribute this improvement to greater sales as well as the mix of services rendered
and products sold.
Our time share services suffered a net loss from operations of $479,583
during the year ended December 31, 2014. As with the revenues described above, as we were not operating in that industry in prior
years we suffered no loss prior to this time.
During the year ended
December 31, 2014, approximately 63% of revenues from our interior design business were derived from our top three customers of
44%, 10% and 9% of net revenue and 76% of our accounts receivable were derived from two customers at 65% and 11%.
Off Balance Sheet Arrangements
As of December 31, 2014, there were no off balance sheet arrangements.
Recent Accounting Pronouncements
In June 2014, FASB issued Accounting Standards Update (“ASU”)
No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including
an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The update removes all incremental
financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting
Standards Codification. In addition, the update adds an example disclosure in Risks and Uncertainties (Topic 275) to illustrate
one way that an entity that has not begun planned principal operations could provide information about the risks and uncertainties
related to the company’s current activities. Furthermore, the update removes an exception provided to development stage
entities in Consolidations (Topic 810) for determining whether an entity is a variable interest entity—which may change
the consolidation analysis, consolidation decision, and disclosure requirements for a company that has an interest in a company
in the development stage. The update is effective for the annual reporting periods beginning after December 15, 2014, including
interim periods within that reporting period. This updated guidance did not have a material impact on our results of operations,
cash flows or financial condition.
In June 2014, FASB issued Accounting Standards Update (“ASU”)
No. 2014-09, “Revenue from Contracts with Customers”. The update gives entities a single comprehensive model
to use in reporting information about the amount and timing of revenue resulting from contracts to provide goods or services to
customers. The proposed ASU, which would apply to any entity that enters into contracts to provide goods or services, would supersede
the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry
Topics of the Codification. Additionally, the update would supersede some cost guidance included in Subtopic 605-35, Revenue Recognition
– Construction-Type and Production-Type Contracts. The update removes inconsistencies and weaknesses in revenue requirements
and provides a more robust framework for addressing revenue issues and more useful information to users of financial statements
through improved disclosure requirements. In addition, the update improves comparability of revenue recognition practices across
entities, industries, jurisdictions, and capital markets and simplifies the preparation of financial statements by reducing the
number of requirements to which an entity must refer. The update is effective for annual reporting periods beginning after December
15, 2016, including interim periods within that reporting period. This updated guidance is not expected to have a material impact
on our results of operations, cash flows or financial condition. We are currently reviewing the provisions of this ASU to
determine if there will be any impact on our results of operations, cash flows or financial condition.
In June 2014, FASB issued Accounting Standards Update
(“ASU”) No. 2014-12, “Compensation – Stock Compensation (Topic 718 ); Accounting for Share-Based
Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service
Period”. The amendments in this ASU apply to all reporting entities that grant their employees share-based payments
in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite
service period. The amendments require that a performance target that affects vesting and that could be achieved after the
requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic
718 as it relates to awards with performance conditions that affect vesting to account for such awards. For all entities, the
amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after
December 15, 2015. Earlier adoption is permitted. The effective date is the same for both public business entities and all
other entities. Entities may apply the amendments in this ASU either (a) prospectively to all awards granted or modified
after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the
beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter.
If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest
annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings
balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and
recognizing the compensation cost. We are currently reviewing the provisions of this ASU to determine if there will be
any impact on our results of operations, cash flows or financial condition.
In August 2014, the FASB issued Accounting Standards Update (“ASU”)
No. 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties
about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about
management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as
a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so,
the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management
to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that
are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt,
(2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating
effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration
of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated,
and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to
be issued). The amendments in this Update are effective for public and non-public entities for annual periods ending after December
15, 2016. Early adoption is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any
impact on our results of operations, cash flows or financial condition.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE
ABOUT MARKET RISK.
Not Required of Smaller Reporting Companies.
Item 8. FINANCIAL STATEMENTS
The Financial Statements are included with
this report commencing on page F-1.
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Board of Directors
of:
Integrated Inpatient Solutions, Inc.
We have audited the accompanying
balance sheets of Integrated Inpatient Solutions, Inc. and Subsidiary (the “Company”) as of December 31, 2014 (consolidated)
and December 31, 2013, and the related statements of operations, changes in shareholders’ equity and cash flows for the years
ended December 31, 2014 (consolidated) and December 31, 2013. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred
to above present fairly in all material respects, the financial position of Integrated Inpatient Solutions, Inc. and Subsidiary
as of December 31, 2014 (consolidated) and December 31, 2013 the results of its operations and its cash flows for the years ended
December 31, 2014 (consolidated) and December 31, 2013, in conformity with accounting principles generally accepted in the United
States of America.
/s/ Liggett, Vogt and Webb P.A.
LIGGETT, VOGT & WEBB P.A.
Certified Public Accountants
Boynton Beach, Florida
April 15, 2015
Integrated Inpatient Solutions, Inc. |
Balance Sheets |
| |
December 31, 2014 | |
December 31, 2013 |
| |
(Consolidated) | |
|
ASSETS | |
| | | |
| | |
CURRENT ASSETS | |
| | | |
| | |
Cash | |
$ | 372,206 | | |
$ | 538,633 | |
Accounts receivable, net | |
| 58,927 | | |
| — | |
Refundable income taxes | |
| 237,077 | | |
| 121,677 | |
Prepaid expenses and other current assets | |
| 14,810 | | |
| — | |
Assets from discontinued operation | |
| 45,546 | | |
| — | |
Total current assets | |
| 728,566 | | |
| 660,310 | |
| |
| | | |
| | |
Property and equipment, net | |
| — | | |
| 3,567 | |
| |
| | | |
| | |
Other assets | |
| | | |
| | |
Deposits | |
| 954 | | |
| 954 | |
TOTAL ASSETS | |
$ | 729,520 | | |
$ | 664,831 | |
| |
| | | |
| | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |
| | | |
| | |
CURRENT LIABILITIES | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 59,954 | | |
$ | 51,407 | |
Deferred Revenue | |
| 23,782 | | |
| — | |
Liabilities from discontinued operation | |
| 167,306 | | |
| 119,379 | |
Total current liabilities | |
| 251,042 | | |
| 170,786 | |
| |
| | | |
| | |
TOTAL LIABILITIES | |
| 251,042 | | |
| 170,786 | |
| |
| | | |
| | |
Commitments and contingencies | |
| | | |
| | |
| |
| | | |
| | |
Stockholders’ Equity | |
| | | |
| | |
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 250,000
shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively | |
| 25 | | |
| 25 | |
Common stock, $0.0001 par value, 300,000,000 shares authorized, 158,503,951 and 48,612,365 shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively | |
| 15,850 | | |
| 4,861 | |
Additional paid-in capital | |
| 1,011,198 | | |
| 137,114 | |
Retaining earnings (Accumulated deficit) | |
| (548,595 | ) | |
| 352,045 | |
Total Stockholders’ Equity | |
| 478,478 | | |
| 494,045 | |
| |
| | | |
| | |
Total Liabilities and Stockholders' Equity | |
$ | 729,520 | | |
$ | 664,831 | |
The accompanying notes are an integral part of these financial statements.
Integrated Inpatient Solutions, Inc. |
Statements of Operations |
| |
Years ended December 31, |
| |
2014 | |
2013 |
| |
(Consolidated) | |
|
Revenue | |
$ | 312,510 | | |
$ | 14,102 | |
Cost of services | |
| 286,093 | | |
| 21,908 | |
Gross Profit
| |
| 26,417 | | |
| (7,806 | ) |
| |
| | | |
| | |
Operating expenses | |
| | | |
| | |
General and administrative | |
| (766,769 | ) | |
| (458,401 | ) |
Loss from continuing operations | |
| (740,352 | ) | |
| (466,207 | ) |
| |
| | | |
| | |
Interest income | |
| 524 | | |
| 101 | |
Loss from continuing operations before benefit for income taxes | |
| (739,828 | ) | |
| (466,106 | ) |
| |
| | | |
| | |
Benefit from income taxes on continuing operations | |
| 318,771 | | |
| 43,948 | |
Loss from continuing operations | |
| (421,057 | ) | |
| (422,158 | ) |
| |
| | | |
| | |
Discontinued operations: | |
| | | |
| | |
Loss from discontinued operations | |
| (564,319 | ) | |
| (723,338 | ) |
Benefit from income taxes | |
| 84,736 | | |
| 68,738 | |
Loss on discontinued operations | |
| (479,583 | ) | |
| (654,600 | ) |
| |
| | | |
| | |
Net loss | |
$ | (900,640 | ) | |
$ | (1,076,758 | ) |
| |
| | | |
| | |
Net loss per share - basic and diluted | |
| | | |
| | |
Loss from continuing operations | |
$ | (0.00 | ) | |
$ | (0.01 | ) |
Loss from discontinued operations | |
$ | (0.01 | ) | |
$ | (0.01 | ) |
Loss per share - basic and diluted | |
$ | (0.01 | ) | |
$ | (0.02 | ) |
| |
| | | |
| | |
Weighted average number of common shares outstanding - basic & diluted | |
| 87,987,794 | | |
| 48,612,365 | |
The accompanying notes are an integral part of these financial
statements.
Integrated Inpatient Solutions, Inc. |
Statements of Changes in Stockholders' Equity |
For the years ended December 31, 2014 (Consolidated) and 2013 |
| |
| |
| |
| |
| |
| |
Retaining | |
|
| |
| |
| |
| |
| |
Additional | |
Earnings | |
Total |
| |
Preferred Stock | |
Common Stock | |
Paid-in | |
(Accumulated | |
Stockholders' |
| |
Shares | |
Amount | |
Shares | |
Amount | |
Capital | |
Deficit ) | |
Equity |
| |
| |
| |
| |
| |
| |
| |
|
Balance at December 31, 2012 | |
| 250,000 | | |
$ | 25 | | |
| 48,612,365 | | |
$ | 4,861 | | |
$ | 137,114 | | |
$ | 1,428,803 | | |
$ | 1,570,803 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net Loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (1,076,758 | ) | |
| (1,076,758 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance at December 31, 2013 | |
| 250,000 | | |
| 25 | | |
| 48,612,365 | | |
| 4,861 | | |
| 137,114 | | |
| 352,045 | | |
| 494,045 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Stock issued for services | |
| — | | |
| — | | |
| 62,612,648 | | |
| 6,261 | | |
| 500,581 | | |
| — | | |
| 506,842 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Stock issued for purchase of Integrated Timeshare Solutions Inc. | |
| — | | |
| — | | |
| 47,278,938 | | |
| 4,728 | | |
| 373,503 | | |
| — | | |
| 378,231 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net Loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (900,640 | ) | |
| (900,640 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance at December 31, 2014 (Consolidated) | |
| 250,000 | | |
$ | 25 | | |
| 158,503,951 | | |
$ | 15,850 | | |
$ | 1,011,198 | | |
$ | (548,595 | ) | |
$ | 478,478 | |
The accompanying notes are an integral part of these financial statements.
Integrated Inpatient Solutions, Inc. |
Statements of Cash Flows |
| |
Years Ended December 31, |
| |
2014 | |
2013 |
| |
| (Consolidated) | | |
| | |
Cash Flow from Operating Activities | |
| | | |
| | |
Net loss from continuing operations, net of income taxes | |
$ | (421,057 | ) | |
$ | (422,158 | ) |
Plus loss from discontinued operations, net of income taxes | |
| (479,583 | ) | |
| (654,600 | ) |
Net loss from operations, net of income taxes | |
| (900,640 | ) | |
| (1,076,758 | ) |
Adjustments to reconcile net loss income to net cash | |
| | | |
| | |
used in operating activities: | |
| | | |
| | |
Depreciation | |
| 3,567 | | |
| 8,257 | |
Provision for doubtful accounts | |
| 6,987 | | |
| — | |
Bad debt expense on notes receivable | |
| 7,000 | | |
| — | |
Stock issued for services | |
| 506,842 | | |
| — | |
Impairment of goodwill | |
| 372,965 | | |
| — | |
Changes in assets and liabilities: | |
| | | |
| | |
Accounts receivable | |
| (65,914 | ) | |
| 137,471 | |
Refundable income taxes | |
| (115,400 | ) | |
| (52,092 | ) |
Prepaid expenses and other current assets | |
| (14,810 | ) | |
| 121,197 | |
Assets from discontinued operations | |
| (45,546 | ) | |
| — | |
Other assets | |
| — | | |
| 149,268 | |
Accounts payable and accrued liabilities | |
| (3,293 | ) | |
| (9,605 | ) |
Liabilities from discontinued operations | |
| 47,927 | | |
| 40,000 | |
Deferred revenue | |
| 23,782 | | |
| — | |
Net cash used in operating activities | |
| (176,533 | ) | |
| (682,262 | ) |
| |
| | | |
| | |
Cash Flows From Investing Activities | |
| | | |
| | |
Proceeds from sale of assets | |
| — | | |
| 300,000 | |
Cash acquired in acquisition of subsidiary | |
| 10,106 | | |
| — | |
Net cash provided by investing activities | |
| 10,106 | | |
| 300,000 | |
| |
| | | |
| | |
Cash Flows From Financing Activities | |
| | | |
| | |
Repayment of Loan Payable | |
| — | | |
| (7,000 | ) |
Net cash used in financing activities | |
| — | | |
| (7,000 | ) |
| |
| | | |
| | |
Net decrease in cash | |
| (166,427 | ) | |
| (389,262 | ) |
| |
| | | |
| | |
Cash - Beginning of year | |
| 538,633 | | |
| 927,895 | |
Cash - End of the year | |
$ | 372,206 | | |
$ | 538,633 | |
Supplemental Disclosure of Non-Cash Financing Activities:
• On August 26, 2014, the Company issued 21,296,819 shares of
common stock to non-related party in exchange for 450,000 shares of Integrated Timeshare Solutions, Inc with a fair market value
of $170,375.
• On August 26, 2014, the Company issued 21,296,819 shares
of common stock to non-related party in exchange for 450,000 shares of Integrated Timeshare Solutions, Inc with a fair market
value of $170,375.
• On August 26, 2014, the Company issued 4,685,300 shares of
common stock to non-related party in exchange for 100,000 shares of Integrated Timeshare Solutions, Inc with a fair market value
of $37,481.
• On August 26, 2014, the Company issued 47,278,938 shares
of common stock for the acquisition of $7,000 in notes receivable - related party and the assumption of accounts payable and
due to related party of $11,840.
The accompanying notes are an integral part of these financial statements
Integrated Inpatient Solutions, Inc.
Notes to Financial Statements
December 31,
2014 (Consolidated) and December 31, 2013
NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
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 intensives services. Under
the exclusive agreement, the Company provided critical care intensives coverage for all medical and surgical intensive care unit
patients at the hospital. The physician’s includes full-time employees, part-time and temporary physicians as well as contracted
physician providers. The intensives 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.
On August 26, 2014, the Company entered
into a Share Exchange Agreement pursuant to which the Company agreed to acquire all of the outstanding capital stock of Integrated
Timeshare Solutions, Inc., a Nevada corporation (“ITS”) in exchange for newly issued shares of the Company’s
common stock. Accordingly, as a result of the exchange, ITS is now a wholly owned subsidiary of the Company. ITS was established
on July 2, 2014 as a real estate consulting firm specializing in timeshare liquidation and mortgage relief. The Company has discontinued
operations of this subsidiary.
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 claims 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.
Integrated Inpatient Solutions, Inc.
Notes to Financial Statements
December 31,
2014 (Consolidated) and December 31, 2013
NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
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 December 31, 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 $80,000 at December 31, 2014. Deposits
in excess of the FDIC insurance amount of $250,000 totaled approximately $245,000 at December 31, 2013.
Accounts Receivable
The determination of bad debt allowances
constitutes a significant estimate. Accounts receivable represent amounts due from interior design customers. Accounts receivable
are recorded and stated at the amount expected to be collected and have been adjusted to reflect the differences between charges
and the estimated reimbursable amounts.
Accounts receivable represent amounts due from customers for design services
and customers relinquishing their Timeshares. Accounts receivable from customers for design services are recorded and stated
at the amount expected to be collected and reflect an allowance for uncollectible amounts of $6,987 at December
31, 2014, the Company had no accounts receivable from customers for design services at December 31, 2013. Accounts
receivable from customers relinquishing their Timeshares was $9,000 at December 31, 2014. This amount is being held by the
company’s credit card processor which places a six month hold on transactions dealing with Timeshares.
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.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Integrated
Inpatient Solutions, Inc. and its wholly owned subsidiary Integrated Timeshare Solutions, Inc. (from August 26, 2014). All intercompany
transactions and balances have been eliminated in consolidation.
As described previously, the Company
completed the Share Exchange Agreement on August 26, 2014. The agreement resulted in the purchase of 100% of the outstanding shares
of Integrated Inpatient Solutions, Inc. for 47,278,938 shares of the Company’s common stock with a fair value of $378,231.
Purchase price | |
$ | 378,231 | |
| |
| | |
Cash | |
$ | 10,106 | |
Notes receivable – related party | |
| 7,000 | |
Account Payable | |
| (3,250 | ) |
Due to related party | |
| (8,590 | ) |
Purchase Price Differential | |
$ | 372,965 | |
Integrated Inpatient Solutions, Inc.
Notes to Financial Statements
December 31,
2014 (Consolidated) and December 31, 2013
NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES –
continued
Pro-forma Financial Information
The following unaudited pro-forma information presents the
combined results of operations for the entire year as if the merger with Integrated Timeshare Solutions, Inc. had been completed
on January 1, 2014.
Revenue | |
$ | 353,927 | |
Net loss | |
| (946,311 | ) |
Net loss per common share, basic and diluted | |
$ | (0.01 | ) |
Impairment of Goodwill and Long-Lived
Assets
During 2014, the Company recorded goodwill
of $372,965 associated with its purchase of all of the outstanding capital stock of Integrated Timeshare Solutions, Inc. Also
during year 2014, the Company recorded an impairment charge of $372,965 which amounted to the entire balance of the goodwill.
The impairment was primarily a result of actual results not meeting our operating plans and the Company closing down those operations.
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 assesses the recoverability
of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or
group of long-lived assets over their remaining estimated useful lives, against their respective carrying amounts. Impairment,
if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally
determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If
long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than
originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated
useful lives. The Company determined that there were no impairments of long-lived assets other than goodwill as of
December 31, 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.
Integrated Inpatient Solutions, Inc.
Notes to Financial Statements
December 31,
2014 (Consolidated) and December 31, 2013
NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Revenue Recognition
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.
Interior Design – The Company provides design services billed at hourly
rates. The Company recognizes revenue from design services when services are rendered to the customers.
Timeshare Liquidation –
The Company earns revenue from timeshare liquidation and mortgage relief services. The company offers services for timeshare owners
that either owns their timeshare outright and for those that have a mortgage on their property, and are interested in exiting
their timeshare property. The Company recognizes revenue when the title has been transferred and the transaction is complete.
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.
Integrated Inpatient Solutions, Inc.
Notes to Financial Statements
December 31,
2014 (Consolidated) and December 31, 2013
NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Earnings (Loss) Per
Share - continued
As of December 31, 2014 and 2013, we
had 250,000 shares of Convertible Preferred Stock outstanding convertible into 2,500,000 common shares.
Reclassification
Certain reclassifications, including
discontinued operations, have been made to the prior year’s data to conform to current year presentation. These reclassifications
had no effect on net income (loss).
Recent Accounting Pronouncements
In June 2014, FASB issued Accounting
Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial
Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”.
The update removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal
of Topic 915 from the FASB Accounting Standards Codification. In addition, the update adds an example disclosure in Risks and
Uncertainties (Topic 275) to illustrate one way that an entity that has not begun planned principal operations could provide information
about the risks and uncertainties related to the company’s current activities. Furthermore, the update removes an exception
provided to development stage entities in Consolidations (Topic 810) for determining whether an entity is a variable interest
entity—which may change the consolidation analysis, consolidation decision, and disclosure requirements for a company that
has an interest in a company in the development stage. The update is effective for the annual reporting periods beginning after
December 15, 2014, including interim periods within that reporting period. This updated guidance did not have a material
impact on our results of operations, cash flows or financial condition.
In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-09,
“Revenue from Contracts with Customers”. The update gives entities a single comprehensive model to use in reporting
information about the amount and timing of revenue resulting from contracts to provide goods or services to customers. The proposed
ASU, which would apply to any entity that enters into contracts to provide goods or services, would supersede the revenue recognition
requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification.
Additionally, the update would supersede some cost guidance included in Subtopic 605-35, Revenue Recognition – Construction-Type
and Production-Type Contracts. The update removes inconsistencies and weaknesses in revenue requirements and provides a more robust
framework for addressing revenue issues and more useful information to users of financial statements through improved disclosure
requirements. In addition, the update improves comparability of revenue recognition practices across entities, industries, jurisdictions,
and capital markets and simplifies the preparation of financial statements by reducing the number of requirements to which an
entity must refer. The update is effective for annual reporting periods beginning after December 15, 2016, including interim periods
within that reporting period. This updated guidance is not expected to have a material impact on our results of operations, cash
flows or financial condition. We are currently reviewing the provisions of this ASU to determine if there will be any impact
on our results of operations, cash flows or financial condition.
Integrated Inpatient Solutions, Inc.
Notes to Financial Statements
December 31,
2014 (Consolidated) and December 31, 2013
NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Recent Accounting Pronouncements
- continued
In June 2014, FASB issued Accounting Standards
Update (“ASU”) No. 2014-12, “Compensation – Stock Compensation (Topic 718 ); Accounting for Share-Based
Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period”.
The amendments in this ASU apply to all reporting entities that grant their employees share-based payments in which the terms
of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The
amendments require that a performance target that affects vesting and that could be achieved after the requisite service period
be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards
with performance conditions that affect vesting to account for such awards. For all entities, the amendments in this ASU are effective
for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted.
The effective date is the same for both public business entities and all other entities. Entities may apply the amendments in
this ASU either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards
with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements
and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update
as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment
to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use
hindsight in measuring and recognizing the compensation cost. We are currently reviewing the provisions of this ASU to determine
if there will be any impact on our results of operations, cash flows or financial condition.
In August 2014, the FASB issued Accounting Standards Update (“ASU”) No.
2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties
about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about
management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as
a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so,
the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management
to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that
are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt,
(2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating
effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration
of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated,
and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to
be issued). The amendments in this Update are effective for public and non-public entities for annual periods ending after December
15, 2016. Early adoption is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any
impact on our results of operations, cash flows or financial condition.
Integrated Inpatient Solutions, Inc.
Notes to Financial Statements
December 31,
2014 (Consolidated) and December 31, 2013
NOTE 2 - PROPERTY AND EQUIPMENT
The Company’s property and equipment
consisted of the following at December 31, 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 | |
| (52,398 | ) | |
| (48,831 | ) | |
|
| |
$ | — | | |
$ | 3,567 | | |
|
| |
| | | |
| | | |
|
Depreciation expense for the twelve month period ended December 31, 2014 and 2013 was
$3,567 and $8,257, respectively.
Integrated Inpatient Solutions, Inc.
Notes to Financial Statements
December 31,
2014 (Consolidated) and December 31, 2013
NOTE 3 - INCOME TAXES
The following is a reconciliation of
the effective income tax rate to the Federal statutory rate:
| |
2014 | |
2013 |
Income tax calculated at statutory rate | |
| (34.25 | %) | |
| (34.25 | %) |
State income taxes, net of Federal tax benefit | |
| (5.50 | %) | |
| (5.50 | %) |
Temporary differences | |
| (5.84 | %) | |
| (2.15 | %) |
Permanent Differences | |
| 25.14 | % | |
| — | |
Change in valuation allowance | |
| (10.49 | %) | |
| 32.42 | % |
(Benefit) from income taxes | |
| (30.94 | %) | |
| (9.48 | %) |
The accompanying financial statements
include refundable income taxes of $237,077 and $121,677 at December 31, 2014 and 2013. These amounts represent the excess of
federal and state income tax deposits over the expected tax liability. During 2014, the Company recognized an income tax benefit
of $403,507 arising primarily from the use of operating loss carrybacks.
In addition, the Company recognized
a deferred tax asset of approximately $159,500 during 2014. The deferred tax asset was derived from $35,000 from the write-off
of prepaid malpractice insurance policy premiums that will be amortized over a three year period for income tax reporting purposes,
$41,000 related to accrued malpractice expenses not deductible until paid for income tax reporting purposes and a benefit of $83,500
from Florida NOL tax carryforwards. The Company recorded an increase in the valuation allowance of approximately $159,500 for
the deferred tax asset because of uncertainty of realization.
During 2013, the Company recognized
an income tax benefit of $112,686 arising from the use of operating loss carrybacks. In addition, the Company recognized a deferred
tax benefit of $110,000 resulting from the write-off of prepaid malpractice insurance policy premiums that will be amortized over
a three year period for income tax reporting purposes. In addition, the Company recognized a deferred tax benefit of $19,000 related
to accrued malpractice expenses not deductible until paid for income tax reporting purposes. The Company recorded an increase
in the valuation allowance of approximately $129,000 for the deferred tax benefit because of uncertainty of realization. The Company
had no deferred tax assets at December 31, 2012. The Company’s year 2011 through 2014 tax returns remain subject to review
by the Internal Revenue Service and by state tax authorities.
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 July 16, 2014, the Company increased the authorized shares of common stock from 100,000,000
to 300,000,000 shares with the par value remaining at $0.001 per share.
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.
Integrated Inpatient Solutions, Inc.
Notes to Financial Statements
December 31,
2014 (Consolidated) and December 31, 2013
NOTE 4 - STOCKHOLDERS' EQUITY –
continued
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.
On August 26, 2014, the Company issued
25,411,801 shares of common stock to Osnah Bloom, CEO, for services rendered with a fair value of $203,294.
On August 26, 2014, the Company issued
26,833,992 shares of common stock to Hina Sharma for services rendered with a fair value of $214,672.
On August 26, 2014, the Company issued
21,296,819 shares of common stock to non-related party in exchange for 450,000 shares of Integrated Timeshare Solutions, Inc with
a fair market value of $170,375.
On August 26, 2014, the Company issued
21,296,819 shares of common stock to non-related party in exchange for 450,000 shares of Integrated Timeshare Solutions, Inc with
a fair market value of $170,375.
On August 26, 2014, the Company issued
4,685,300 shares of common stock to non-related party in exchange for 100,000 shares of Integrated Timeshare Solutions, Inc with
a fair market value of $37,481.
On August 26, 2014, the Company issued
4,966,855 shares of common stock to James Dodrill for legal services rendered by The Law Office of James G. Dodrill II, P.A. with
fair value of $39,736.
NOTE 5 - COMMITMENT AND CONTINGENCIES
Commitment
In April 2013, the Company entered
into a one year office lease agreement at $450 per month, and the lease expired in May 2014. The office space was being occupied
on a month to month basis until the lease agreement was amended. In August 2014, the Company entered into an amended lease agreement.
The lease term is one year commencing on June 1, 2014 and will expire on May 31, 2015. The monthly rent remains at $450 per month.
Total rent expense for the years ended December 31, 2014 and 2013 was $5,724 and $12,259, respectively.
On August 26, 2014, the Company entered into
an employment agreement with its Chief Executive Officer. The agreement is for a period of two years unless renewed or extended
by both parties. The agreement provides an annual base salary of $80,000. The Officer is also eligible for a bonus payment based
on the gross revenue achieved by the Company at the end of each twelve month period following commencement of this agreement.
The bonuses are ranging from $40,000 to $100,000 for gross revenues ranging from $3,750,000 to $7,500,000 and over $7,500,000.
As of December 31, 2014, the Company did not reach the targeted gross revenue. Therefore, the Officer did not receive any bonuses
for the year ended December 31, 2014.
On August 26, 2014, the Company entered into
an employment agreement with its Senior Vice President of Sales. The agreement is for a period of two years unless renewed or
extended by both parties. The agreement provides an annual base salary of $80,000. The Officer is also eligible for a bonus payment
based on the gross revenue achieved by the Company at the end of each twelve month period following commencement of this agreement.
The bonuses are ranging from $40,000 to $100,000 for the gross revenue ranging from $3,750,000 to $7,500,000 and over $7,500,000.
As further described in Note 9, the Officer entered into a settlement agreement with the Company. As a result, the employment
agreement was concurrently terminated.
Integrated Inpatient Solutions, Inc.
Notes to Financial Statements
December 31,
2014 (Consolidated) and December 31, 2013
NOTE 5 - COMMITMENT AND CONTINGENCIES
- continued
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 matter 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.
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 December 31, 2014, the remaining balance was approximately $40,000 which is due
in equal annual installments of $20,000 over the next two years.
In September 2013, the Company became
involved in a legal settlement relating to a malpractice claim. As a result of the settlement agreement, the Company agreed to
pay a total amount of $500,000, which will be covered by the tail malpractice insurance. The Company has accrued $50,000 for the
deductible on the tail malpractice insurance as of December 31, 2014.
The accrued legal settlements are presented as liabilities from discontinued operation
in the accompanying balance sheets (see Note 8).
In November 2014 the Company had a dispute with a former Officer and shareholder.
As further described in Note 9 the agreement was settled during March 2015 whereupon the Company agreed to pay the former
Officer and shareholder $19,250 and forgive the $5,000 note receivable paid to the former Officer (see Note 6). The former
Officer and shareholder agreed to relinquish his entire interest in the company, including his stock ownership.
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.
NOTE 6 – NOTES RECEIVABLE
– RELATED PARTY
On July 2, 2014, Integrated Timeshare Solutions, Inc, the Company’s wholly-owned
subsidiary received a promissory note from a related party in exchange for $5,000. The note is non-interest bearing and due and
payable in ten (10) monthly installments beginning January 1, 2015. If not sooner paid, the remaining indebtedness shall be due
and payable on October 1, 2015. As part of the settlement agreement described in Note 9, the note will be forgiven by the Company
subsequent to year end. Due to that, the Company has fully written off the outstanding balance of the Note as of December 31,
2014.
Integrated Inpatient Solutions, Inc.
Notes to Financial Statements
December 31,
2014 (Consolidated) and December 31, 2013
NOTE 6 – NOTES RECEIVABLE
– RELATED PARTY - continued
On August 14, 2014, Integrated Timeshare
Solutions, Inc, the Company’s wholly-owned subsidiary received a promissory note from a related party in exchange for $2,000.
The note is non-interest bearing and due and payable in ten (10) monthly installments beginning January 1, 2015. If not sooner
paid, the remaining indebtedness shall be due and payable on October 1, 2015. The outstanding balance of the note receivable was
fully written off as it was deemed to uncollectible as of December 31, 2014.
NOTE 7 – CONCENTRATIONS
Geographic and Employment
Our operations are concentrated in
the South Florida region. We are reliant on the services of two full time executives one who manage the operations of the Company.
Revenue and Accounts Receivable
During the year ended December 31,
2014, approximately 63% of revenues from the design business were derived from our top three customers of 44%, 10% and 9% of net
revenue.
At December 31, 2014, 76% of accounts
receivable were derived from two customers at 65% and 11%.
Accounts receivable from customers relinquishing their Timeshares was $9,000 at
December 31, 2014. This amount is being held by the Company’s credit card processor which places a six month hold on
any transactions involving Timeshares.
NOTE 8 - Discontinued Operations
In March 2013, management decided to
exit the health care provider business and in November
2014 management decided to exit the timeshare business. Accordingly, the Company's current strategy is focused 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 years ended December 31, 2014 and 2013:
| |
Years Ended December 31, |
| |
2014 | |
2013 |
Patient Service Revenue (net of contractual | |
|
allowances and discounts) | |
$ | — | | |
$ | 136,377 | |
Timeshare Deed Liquidation (net of allowances for uncollectible amounts) | |
| 40,787 | | |
| | |
Impairment on Goodwill occurred in Integrated Timeshare Solutions, Inc. | |
| 372,965 | | |
| | |
Operating expenses: | |
| | | |
| | |
Cost of services-physicians | |
| — | | |
| 234,964 | |
Salaries and wages | |
| 62,396 | | |
| | |
General and administrative | |
| 169,745 | | |
| 624,751 | |
Total operating expenses | |
| 605,106 | | |
| 859,715 | |
| |
| | | |
| | |
Loss on discontinued operations | |
($ | 564,319 | ) | |
($ | 723,338 | ) |
| |
| | | |
| | |
Integrated Inpatient Solutions, Inc.
Notes to Financial Statements
December 31,
2014 (Consolidated) and December 31, 2013
NOTE 8 - DISCONTINUED OPERATIONS - continued
As of December 31, 2014 and December 31, 2013, assets and liabilities from discontinued operations are listed below:
| |
| 2014 | | |
| 2013 | |
Cash | |
$ | 20,496 | | |
$ | — | |
Accounts receivable | |
| 9,000 | | |
| — | |
Escrow funds - timeshare | |
| 16,050 | | |
| — | |
Assets from discontinued operations | |
$ | 45,546 | | |
$ | — | |
| |
| 2014 | | |
| 2013 | |
Accrued legal settlements | |
$ | 108,589 | | |
$ | 119,379 | |
Client Deposits-Timeshare | |
| 46,784 | | |
| — | |
Other | |
| 11,933 | | |
| — | |
Liabilities from discontinued operations | |
$ | 167,306 | | |
$ | 119,379 | |
NOTE 9 – SUBSEQUENT EVENTS
During March 2015, the Company entered
into a settlement agreement with a former Officer and shareholder. Under the terms of the agreement, the Company agreed to pay
$19,250 and forgive the $5,000 note receivable (see Note 6) paid to the former Officer. The former Officer and shareholder agreed
to relinquish his interest in the Company including 21,296,819 shares of the Company’s common stock.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Item 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and
Procedures
In connection with the
preparation of this annual report on Form 10-K, an evaluation was carried out by our management, with the participation of the
Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act")) as of December 31, 2014.
Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted
under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and
forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief
Financial Officer, to allow timely decisions regarding required disclosures.
Based on that evaluation,
our management concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were
effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified
in the SEC's rules and forms.
Management's Report on Internal Control over Financial Reporting
Our management is responsible
for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting
is a process, under the supervision of the Chief Executive Officer and the Chief Financial Officer, designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes
in accordance with United States generally accepted accounting principles. Internal control over financial reporting includes
those policies and procedures that:
• | | Pertain to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of our assets; |
• | | Provide reasonable assurance that transactions are recorded as necessary to permit
preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures
are being made only in accordance with authorizations of management and the Board of Directors; and |
• | | Provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of our assets that could have a material effect on the financial statements. |
Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions
or that the degree of compliance with the policies or procedures may deteriorate.
Our management conducted an assessment of the effectiveness of our
internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
Based on our assessment
we have concluded that, as of December 31, 2014, our internal controls over financial reporting were effective based on those
criteria outlined under the Securities Exchange Act. Our Chief Executive Officer and Chief Financial Officer,
the (“Certifying Officers”) have evaluated the effectiveness of our disclosure controls and the timeliness of our
regulatory filings and believe that our disclosure controls and procedures were effective based on the required evaluation
as of the date of this Report.
There have been
no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to
the date of their evaluation, except for the corrective actions taken with regard to the material weaknesses noted above.
This annual report does
not include an attestation report of our independent registered public accounting firm regarding internal control over financial
reporting. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an
audit of internal control over financial reporting pursuant to the rules of the Securities and Exchange Commission that permit
us to provide only management's report in this annual report.
Item 9B. OTHER INFORMATION
None.
PART III.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The following table presents information with respect to our officers,
directors and significant employees as of the date of this Report.
NAME |
AGE |
POSITION |
|
|
|
Osnah Bloom |
66 |
Chief Executive Officer and Chief Financial Officer and
Director
|
Billy A. Bloom |
62 |
Director and Interior Designer
|
Josh M. Bloom |
33 |
Director |
|
|
|
|
|
|
Osnah
“Ozzie” Bloom, C.E.O., C.F.O. and Director
Ms. Bloom, has been the Chief Executive
Officer of the Company since inception in 2001, brought a strong background in health care management in the south Florida area
to her leadership role. Ms. Bloom has over 35 years of management experience in the healthcare industry. Her career included owning
and managing Automated Instruments, Inc. where she introduced the original surgical stapling instruments to the South Florida
market. Automated Instruments went from start-up to the largest distributor for U.S. Surgical in the United States in less than
three years. Ms. Bloom was also Vice President of network and product development with United HealthCare, Director of Provider
Operations for Prudential Health Care as well as Vice President of Holy Cross Health Partners/Executive Director of Managed Care.
Ms. Bloom brought these experiences and qualifications to Inpatient
where she supported, grew, marketed, and integrated the Inpatient Clinical Solutions business plan with hospitals and various
entities accessing the inpatient care continuum.
Additionally, in December 2011, Ms.
Bloom began providing consulting services on business operations to an interior design services company. During such time she
became familiar with providers, clients and the overall interior design business concept as well as the financial implications
of the design business. Ms. Bloom had initially gained knowledge regarding the interior design industry and business during the
years in which she was married to Mr. William Bloom, who worked in the industry throughout their marriage. These experiences led
her to recognize opportunities in this area which the Company is now pursuing. Ms. Bloom is the mother of Josh M. Bloom.
Billy
A. Bloom, Director and Interior Designer
Mr. Bloom is a long-time resident of
South Florida and has served as our Interior Designer since the Company created this division. He has had a hand in the creation
and development of several important business concepts as both a Design professional and businessman. From October 2011 until
starting with the Company in May 2013 Mr. Bloom served as the Senior Interior Designer/Interior Architectural Designer for Sklar
Furnishings. From July 2009 to October 2011 Mr. Bloom served as the VP of Internet Sales and Staging Coordinator for Automtive.com
and from April 2006 through June 2009 he served as an independent design consultant, providing such services as interior design,
renderings, CAD and 3D drafting and design, installation and supervision. Mr. Bloom’s background includes having conceptualized
and implemented the creation of 39 East, Inc., the first and largest independent contemporary wholesale furniture design showrooms
in Miami where he was instrumental in cementing the world renowned reputation of the Miami Design District. Mr. Bloom also served
as the Vice President, Architecture & Interiors Division for Post Buckley, Shuh & Jernigan; the largest engineering/architectural
design firm in Florida. Additionally, Mr. Bloom served as the Vice President of Architecture/Design for Carole Korn Interiors,
adding his business and design experience to their large staff which catered to an exclusive clientele. Mr. Bloom served as the
Vice President of Remi Developers, a boutique high end residential development and construction firm in Lighthouse Point and he
designed and developed the first ultra-high end, completely “Green” and “Environmentally Aware” Modular
home in conjunction with the largest modular home manufacturer in the US. He was also a partner with The Amstell Group, Inc. which
worked on the conceptualization, land acquisitions, financial/market study capabilities and continued development of several international
projects along with arrangements for in-house financing. Mr. Bloom was formerly the husband of Osnah Bloom, our CEO, CFO and Chairman
of the Board of Directors. Mr. and Ms. Bloom divorced in 2006. Mr. Bloom is the father of Josh M. Bloom.
Josh
M. Bloom, Director
Josh Bloom is an Associate Attorney
at the law firm of Lubell Rosen, where he has worked since August 2010. Born in Miami, Florida; he obtained undergraduate degrees
in Economics and Marketing from Florida State University in 2006. Mr. Bloom was then admitted to Hofstra University and received
his J.D. in 2010. Mr. Bloom worked with one of the leading innovators in experimental economics with emphasis on directly examining
the nature of knowledge on decision making in a complex multi-tiered investment environment. He also managed the international
non-profit organization Sangha, aiding impoverished disaster affected children in South East Asia. Mr. Bloom is the son of Osnah
Bloom and Billy A. Bloom.
Employment Agreements:
On August 26, 2014 the Company entered into an employment
agreement with Osnah Bloom, its Chief Executive Officer. The agreement has a term of two years unless renewed or extended by
both parties and provides that Ms. Bloom will receive a base salary of $80,000 per year. However, Ms. Bloom has the ability
to terminate her agreement upon thirty days’ advance notice if the termination is for Good Reason (as defined in the
agreement) or upon sixty days’ advance notice without Good Reason. Ms. Bloom is also eligible for a bonus payment based
on the gross revenue achieved by the Company at the end of each twelve month period following commencement of this agreement.
The bonuses are ranging from $40,000 to $100,000 for gross revenues ranging from $3,750,000 to $7,500,000 and over
$7,500,000. As of December 31, 2014, the Company did not reach the targeted gross revenue. Therefore, Ms. Bloom did not
receive any bonuses for the year ended December 31, 2014. The agreement also provides Ms. Bloom shall be entitled to Six (6)
weeks of paid vacation during each year and shall also have the ability to carry over up to Two (2) weeks of unused vacation
from one calendar year to the next. In addition to the compensation and other benefits provided for elsewhere in the
agreement, Ms. Bloom shall be reimbursed up to $350 per month for health insurance and shall be reimbursed up to $250 per
month for automobile expenses (gas, parking, tolls) incurred in the performance of her duties to the Company.
Board of Directors’ Compensation
Directors of the Company do not receive cash
compensation for their services at this time, but will be reimbursed for reasonable travel expenses incurred while attending Board
meetings. The Board of Directors and the Company’s management may elect to compensate its participants for consulting services
in the future.
Term of Office
All of our directors are appointed for a one-year term to hold office
until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier death,
retirement, resignation or removal. Executive officers serve at the discretion of the Board of Directors, and are elected or appointed
to serve until the next Board of Directors meeting following the annual meeting of stockholders. Our executive officers are appointed
by our Board of Directors and hold office until removed by the Board.
Family Relationships
Ms. Osnah Bloom, our CEO and Mr. William Bloom
were previously married but have been divorced since 2006 and they are the parents of Josh M. Bloom.
Involvement in Certain Legal Proceedings
To the best of our knowledge, during the past
ten years, none of the following occurred with respect to a present director, person nominated to become director, executive officer,
or control person: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or
executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal
proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being
subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business,
securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the
Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has
not been reversed, suspended or vacated.
Directors’ Remuneration
Neither of our directors
have received any compensation for serving as such.
Audit Committee
Our Board of Director has not yet established an Audit Committee.
Instead, Osnah Bloom acts as an "Audit Committee" for the purposes of Section 3(a) (58) of the Securities Exchange Act
of 1934. Ms. Bloom is not an "audit committee financial expert" as defined by Item 401(e) of Regulation S-B
under the Securities Exchange Act of 1934, and is not "independent" as that term is defined in the rules of the NASDAQ
stock market.
In addition, our board of directors has determined that Ms. Bloom is not financially sophisticated as defined by
the SEC rules and our audit committee charter.
Ms Bloom will recommend
the selection of independent public accountants, review the scope of approach to audit work, meet with and review the activities of
our internal accountants and the independent public accountants, make recommendations to management or to the Board of Directors
as to any changes to such practices and procedures deemed necessary from time to time to comply with applicable auditing rules,
regulations and practices, and review all Form 10-K Annual and 10-Q interim reports.
Code of Ethics and Standards of Conduct
We have not yet adopted a code of business conduct and ethics
applicable to our directors, officers, and employees (including our principal executive officers, principal financial officer
and principal accounting officer). When we adopt a Code of Ethics and Standards of Conduct we will make it
available on our website and file it with the Securities and Exchange Commission. In the event that we amend or
waive any of the provisions of the Code of Ethics and Standards of Conduct applicable to our principal executive officer,
principal financial officer, or principal accounting officer, we intend to disclose the same on our website and will disclose
the same by filing a Form 8-K with the Securities and Exchange Commission.
Section 16(a) Beneficial Ownership Reporting Compliance
We are not aware of any
director, officer or beneficial owner of more than ten percent of our Common Stock that, during the fiscal year 2014 or for the
fiscal year 2013, failed to file on a timely basis reports required by Section 16(a) of the Securities Exchange Act of 1934.
Item 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The table below summarizes the compensation paid by the Company to
the CEO and other named executive officer and individuals for the fiscal years ended December 31, 2014, December 31, 2013 and
December 31, 2012.
Name and principal position | |
Year | |
Salary ($) | |
Bonus
($) | |
Option awards
($) | |
All Other compensation ($) | |
Total
($) |
Osnah Bloom, CEO and CFO | |
| 2014 | | |
$ | 75,293 | | |
$ | 203,294 | (1) | |
$ | 0 | | |
$ | 0 | | |
$ | 278,587 | |
| |
| 2013 | | |
$ | 153,668 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 153,668 | |
| |
| 2012 | | |
$ | 304,795 | | |
$ | 293,445 | (2) | |
$ | 0 | | |
$ | 0 | | |
$ | 598,240 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Hina Sharma, MD, CMO | |
| 2014 | | |
$ | 0 | | |
$ | 214,672 | (1) | |
$ | 0 | | |
$ | 0 | | |
$ | 214,672 | |
| |
| 2013 | | |
$ | 71,308 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 71,308 | |
| |
| 2012 | | |
$ | 320,152 | | |
$ | 291,758 | (2) | |
$ | 0 | | |
$ | 0 | | |
$ | 611,910 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Shreedar Chintala, MD | |
| 2012 | | |
$ | 396,000 | | |
$ | 396,000 | | |
| | | |
| | | |
$ | 369,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Philip Stern, MD | |
| 2012 | | |
$ | 379,000 | | |
$ | 379,000 | | |
| | | |
| | | |
$ | 379,000 | |
(1) The bonuses paid to Ms. Bloom and Dr. Sharma in 2014 were paid
as a result of the consummation of the Share Exchange Agreement with Integrated Timeshare Solutions, Inc. and consisted entirely
of restricted shares of our stock.
(2) The bonuses paid to Ms. Bloom and Dr. Sharma in 2012 were paid
as a result of the consummation of the transaction in which the Company’s assets relating to its hospitalist business were
transferred pursuant to the Asset Purchase Agreement and included a net payment of $200,000 to each (which was grossed up to the
amounts shown above to include taxes paid by the Company) for personal goodwill sold.
Director Compensation
Since inception no compensation has been paid to the directors.
Employment Agreements
The Company has not entered into any Employment
Agreements other than the agreement with Ms. Osnah Bloom discussed above.
Outstanding Equity Awards at Fiscal Year-End
The Company has not paid any stock, options
or other equity awards to any officer, director or employee to date.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDERS MATTERS
The following table sets forth the number of
shares of common stock beneficially owned as of March 30, 2015 by (i) those persons or groups known to us to beneficially own
more than 5% of our common stock; (ii) each director; (iii) each executive officer; and (iv) all directors and executive officers
as a group. Except as indicated below, each of the stockholders listed below possesses sole voting and investment power with respect
to their shares. The percentage of ownership set forth below reflects each holder’s ownership interest in the 158,503,951
shares of the Company’s common stock issued and outstanding as of March 30, 2015.
Name and Address of | |
Amount of | |
Percent |
Beneficial Owner | |
Beneficial Ownership | |
Owned |
| |
| |
|
Osnah Bloom, CEO and Director | |
| 32,078,801 | | |
| 20.24% | |
c/o Integrated Inpatient Solutions, Inc. | |
| | | |
| | |
100 East Linton Blvd., Suite 213-B | |
| | | |
| | |
Delray Beach, FL 33483 | |
| | | |
| | |
| |
| | | |
| | |
Hina Sharma, MD, CMO | |
| 33,500,992 | | |
| 21.14% | |
7110 West Cypresshead Dr. | |
| | | |
| | |
Parkland, FL 33067 | |
| | | |
| | |
| |
| | | |
| | |
Dominic Alto | |
| 21,296,819 | | |
| 13.71 % | |
1560 NW 99th Ave. | |
| | | |
| | |
Plantation, FL 33322 | |
| | | |
| | |
| |
| | | |
| | |
Bradley Scott | |
| 21,296,819 | | |
| 13.71 % | |
150 E. Robinson St. #1225 | |
| | | |
| | |
Orlando, FL 32801 | |
| | | |
| | |
| |
| | | |
| | |
Josh M. Bloom, Director | |
| 4,685,300 | | |
| 2.96 % | |
c/o Integrated Inpatient Solutions, Inc. | |
| | | |
| | |
100 East Linton Blvd., Suite 213-B | |
| | | |
| | |
Delray Beach, FL 33483 | |
| | | |
| | |
| |
| | | |
| | |
Billy A. Bloom, Director | |
| 2,700,000 | | |
| 1.7 % | |
c/o Integrated Inpatient Solutions, Inc. | |
| | | |
| | |
100 East Linton Blvd., Suite 213-B | |
| | | |
| | |
Delray Beach, FL 33483 | |
| | | |
| | |
| |
| | | |
| | |
Officers and Directors as a Group | |
| 39,464,101 | | |
| 24.90 | % |
(3 people) | |
| | | |
| | |
Changes in Control
At the present time, there are no arrangements
known to the Company, including any pledge by any person of securities of the Company, the operation of which may at a subsequent
date result in a change in control of the Company.
STOCK OPTION PLAN INFORMATION
The Company does not currently have a stock option plan.
Item 13. CERTAIN RELATIONSHIPS AND
RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Pursuant to the Share Exchange Agreement entered
into on August 26, 2014 by the Company and Integrated Timeshare Solutions, Inc., Josh M. Bloom, the son of Osnah Bloom and Billy
A. Bloom received 4,685,300 shares of our common stock in exchange for his shares of ITS.
On August 26, 2014 the Company issued restricted
shares of its common stock as follows:
25,411,801 shares of common stock were
issued to Osnah Bloom, our Chief Executive Officer for services rendered in connection with the consummation of the Share Exchange
Agreement. The Company recorded the issuance of these shares as having a fair value of $203,294.
26,833,992 shares of common stock were
issued to Hina Sharma, MD, CMO, a former Director and our former Chief Medical Officer for services rendered in connection with
the consummation of the Share Exchange Agreement. The Company recorded the issuance of these shares as having a fair value of
$214,672.
On June 10, 2014, the Company issued 2,700,000 restricted shares
of its common stock to Billy A. Bloom as payment for services rendered. The Company recorded the issuance of these shares as having
a fair value of $24,570.
During the past five years, none of the following
occurred with respect to any founder, promoter or control person: (1) any bankruptcy petition filed by or against any business
of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior
to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic
violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting
his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent
jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities
or commodities law, and the judgment has not been reversed, suspended or vacated.
Currently, all actions that would otherwise
be performed by standing committees of the Board of Directors are performed by its two directors, including the hiring of our
independent public accountants and the oversight of the independent auditor relationship, the review of our significant accounting
policies and our internal controls.
The Board of Directors has analyzed the independence of its directors
and has determined that neither of its directors qualifies as independent under the specific criteria of Section 4200(a)(15) of
the NASDAQ Manual.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
To ensure the independence
of our independent auditor and to comply with applicable securities laws and listing standards the Board of Directors is responsible
for reviewing, deliberating and, if appropriate, pre-approving all audit, audit-related, and non-audit services to be performed
by our independent auditors. For that purpose, the Board of Directors has established a policy and related procedures regarding
the pre-approval of all audit, audit-related, and non-audit services to be performed by our independent auditor (the “Policy”).
Pursuant to the Policy, all fees were approved by the Board of Directors.
Our Board of Directors
appointed Liggett, Vogt & Webb P.A., as our independent accountants to audit our financial statements for the fiscal year
ending December 31, 2014. Liggett, Vogt & Webb P.A., has been our independent accountant since July 2012.
Principal Accountant Fees
Fees for fiscal years ended December 31, 2014 and 2013 were as
follows:
| |
Fiscal | |
Fiscal |
| |
2014 | |
2013 |
Audit Fees | |
$ | 23,000 | | |
$ | 16,000 | |
Acquisition Audit of ITS | |
$ | 13,334 | | |
$ | — | |
Audit-Related Fees | |
$ | — | | |
$ | — | |
Tax Fees | |
$ | — | | |
$ | — | |
All Other Fees | |
$ | — | | |
$ | 1,500 | |
Total Fees | |
$ | 36,334 | | |
$ | 17,500 | |
A description of the types
of services provided in each category is as follows:
Audit Fees—Includes
fees billed for professional services rendered by our principal accountant for the audit of our annual financial statements and
for other services normally provided by our accountant in connection with statutory and regulation filings or engagements.
Audit-Related Fees—Includes
fees billed for assurance and related services by our principal accountant that were reasonably related to the performance of
the audit or review of our financial statements.
Tax Fees—Includes
fees billed for professional services rendered by our principal accountant for preparation of our Federal Tax Returns.
All Other Fees—Includes
fees billed for professional services provided by our principal accountant other than services reported under Audit Fees, Audit-Related
Fees and Tax Fees.
PART IV
Item 15. EXHIBITS
(23.1) Consent of Liggett, Vogt & Webb P.A.
(31.1) Certification of Chief Executive Officer pursuant to
Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to section 302 of the Sarbanes-Oxley act of
2002.
(31.2) Certification of Chief Financial Officer pursuant to Rule
13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to section 302 of the Sarbanes-Oxley act of 2002.
(32.1) Certification of Chief Executive Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(32.2) Certification of Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Signatures
In accordance with Section
13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, on April 15, 2015.
|
INTEGRATED INPATIENT SOLUTIONS, INC. |
|
|
|
|
|
|
By: |
/s/ Osnah Bloom |
|
|
|
Osnah Bloom |
|
|
|
Title: Chief Executive Officer and
Chief Financial Officer |
|
|
|
|
|
In accordance with the
Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated
on April 15, 2015.
By: |
/s/ Osnah Bloom |
|
Director, Chief Executive Officer and Chief Financial Officer (Principal |
|
Osnah Bloom |
|
Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
|
|
|
|
By: |
/s/Billy A. Bloom |
|
Director |
|
Billy A. Bloom |
|
|
|
|
|
|
By: |
/s/Josh M. Bloom |
|
Director |
|
Josh M. Bloom |
|
|
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We consent to the incorporation by reference in the Registration Statement of
Integrated Inpatient Solutions, Inc. on Form S-1 (File No. 333-191564) of our report dated April 15, 2015 with respect to the
financial statements for the years ended December 31, 2014 (consolidated) and 2013 of Integrated Inpatient Solutions,
Inc. included in the Annual Report (Form 10-K) for the year ended December 31, 2014.
Liggett, Vogt & Webb, P.A.
LIGGETT, VOGT & WEBB, P.A.
Certified Public Accountants
Boynton Beach, Florida
April 15, 2015
Exhibit 31.1
CERTIFICATION BY THE CHIEF
EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Osnah Bloom, certify that:
1. | | I have reviewed this Annual Report on Form 10-K of Integrated Inpatient Solutions,
Inc.; |
2. | | Based on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report; |
3. | | Based on my knowledge, the financial statements, and other financial information included
in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report; |
4. | | I am responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | | Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this
report is being prepared; |
(b) | | Designed such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | | Evaluated the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and |
(d) | | Disclosed in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and |
5. | | I have disclosed, based on my most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions): |
(a) | | All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and |
(b) | | Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant’s internal control over financial reporting. |
By: |
/s/ Osnah
Bloom |
|
Osnah Bloom |
|
Chief Executive Officer |
Date: April 15, 2015
Exhibit 31.2
CERTIFICATION BY THE CHIEF
FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Osnah Bloom, certify that:
1. | | I have reviewed this Annual Report on Form 10-K of Integrated Inpatient Solutions,
Inc.; |
2. | | Based on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report; |
3. | | Based on my knowledge, the financial statements, and other financial information included
in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report; |
4. | | I am responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | | Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this
report is being prepared; |
(b) | | Designed such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | | Evaluated the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and |
(d) | | Disclosed in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and |
5. | | I have disclosed, based on my most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions): |
(a) | | All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and |
(b) | | Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant’s internal control over financial reporting. |
By: |
/s/ Osnah
Bloom |
|
Osnah Bloom |
|
Chief Financial Officer |
Date: April 15, 2015
EXHIBIT 32.1
CERTIFICATION BY THE CHIEF
EXECUTIVE OFFICER
PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
I, Osnah Bloom, Chief Executive Officer of Integrated Inpatient Solutions, Inc.
(the “Company”), hereby certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:
(a) | | the Company’s annual report on Form 10-K for the twelve months ended December
31, 2014 (the “Form 10-K”), fully complies with the requirements of Section 13(a) or Section 15(d), as applicable,
of the Securities Exchange Act of 1934, as amended, and related interpretations; and |
(b) | | the information contained in the Form 10-K fairly presents, in all material respects,
the financial condition and results of operations of the Company. |
By: |
/s/ Osnah
Bloom |
|
Osnah Bloom |
|
Chief Executive Officer |
Date: April 15, 2015
EXHIBIT 32.2
CERTIFICATION BY THE CHIEF
FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
I, Osnah Bloom, Chief Financial Officer
of Integrated Inpatient Solutions, Inc. (the “Company”), hereby certify pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 that:
(a) | | the Company’s annual report on Form 10-K for twelve months ended December 31,
2014 (the “Form 10-K”), fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of
the Securities Exchange Act of 1934, as amended, and related interpretations; and |
(b) | | the information contained in the Form 10-K fairly presents, in all material respects,
the financial condition and results of operations of the Company. |
By: |
/s/ Osnah
Bloom |
|
Osnah Bloom |
|
Chief Financial Officer |
Date: April 15, 2015
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