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EX-3.1 - Boston Carriers, Inc.inpt10q081515ex3_1.htm
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EX-31.1 - Boston Carriers, Inc.inpt10q081515ex31_1.htm
EX-32.2 - Boston Carriers, Inc.inpt10q081515ex32_2.htm
EX-32.1 - Boston Carriers, Inc.inpt10q081515ex32_1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

———————

FORM 10-Q

———————

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2015

 

or

 

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: _____________ to _____________

  

Commission File Number: 333-191564

 

———————

Integrated Inpatient Solutions, Inc.

(Exact name of registrant as specified in its charter)

———————

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

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[ ]No [X]

 

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]

  

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class  

Outstanding at

August 17, 2015

Common Stock   111,225,013

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION     PAGE  
           
ITEM 1.  FINANCIAL STATEMENTS     1  
           
  CONDENSED CONSOLIDATED BALANCE SHEETS     1  
           
  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)     2  
           
  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)     3  
           
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)     4  
           
ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS     14  
           
ITEM 4.   CONTROLS AND PROCEDURES     17  

 

PART II – OTHER INFORMATION

 

ITEM 1.   LEGAL PROCEEDINGS     18  
           
ITEM 1A.   RISK FACTORS     18  
           
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS     18  
           
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES     18  
           
ITEM 4.   MINE SAFETY DISCLOSURES     19  
           

 

 ITEM 5.  OTHER INFORMATION     18  

 

  ITEM 6.  EXHIBITS     18  

 

 

 EXPLANATORY NOTE

 

As used in this Quarterly Report on Form 10-Q (“Form 10-Q”), unless the context requires otherwise, “we,” “our,” “us” or the “Company” refers to Integrated Inpatient Solutions, Inc. Pursuant to Item 10(f) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Securities Act”), we have elected to comply with the scaled disclosure requirements applicable to “smaller reporting companies” throughout this Form 10-Q. Except as specifically included in this Form 10-Q, items not required by the scaled disclosure requirements have been omitted.

 

CAUTION REGARDING FORWARD-LOOKING INFORMATION

 

All statements contained in this Form 10-Q, other than statements that relate to present or historical conditions, are forward-looking statements, including, but not limited to, statements containing the words “believe,” “anticipate,” “expect” and words of similar import and are intended to be made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on certain assumptions and analyses made by us in light of our assessment of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. However, forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved, or whether such performance or results will be achieved at all. Forward-looking information is based on information available at the time and/or management’s good faith belief with respect to future events, and is subject to risks and uncertainties that could cause our actual performance or results to differ materially from those expressed in the statements. Important factors that could cause such differences include, but are not limited to: (i) our ability to continue as a going concern; (ii) our ability to raise additional financing on acceptable terms, or at all; (iii) industry competition, conditions, performance and consolidation; (iv) the effects of adverse general economic conditions, both within the United States and globally and the availability of debt and equity financing in view of the current economy; (v) any adverse economic or operational repercussions from terrorist activities, war or other armed conflicts; (vi) new product development and introduction in light of our lack of adequate financing; (vii) changes in business strategy or development plans; (viii) the ability to attract and retain qualified personnel; and (ix) the ability to protect our technology, among others.

 

Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results anticipated by management will be realized or, even if substantially realized, that they will have the expected consequences to or effects on our business operations.

 

Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company updates one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect thereto or with respect to other forward-looking statements.

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

The Company’s unaudited interim financial statements for the three months ended June 30, 2015 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

 

These financial statements should be read in conjunction with the audited financial statements and notes for the year ended December 31, 2014, on Form 10-K, as filed with the Securities and Exchange Commission on March 30, 2015.

 

 

 

Integrated Inpatient Solutions, Inc.
Condensed Consolidated Balance Sheets
   June 30,  December 31,
   2015  2014
   (Unaudited)   
ASSETS     
CURRENT ASSETS          
Cash  $221,346   $372,206 
Accounts receivable, net   9,368    58,927 
Refundable income taxes   237,077    237,077 
Prepaid expenses and other current assets   11,956    14,810 
Assets from discontinued operations   41,416    45,546 
Total current assets   521,163    728,566 
           
Other assets          
Deposits   954    954 
           
TOTAL ASSETS  $522,117   $729,520 
           
           
LIABILITIES AND STOCKHOLDER'S EQUITY          
CURRENT LIABILITIES          
Accounts payable and accrued liabilities  $91,936   $59,954 
Deferred revenue   12,027    23,782 
Due to related party   4,000    —   
Liabilities from discontinued operations   110,836    167,306 
Total current liabilities   218,799    251,042 
           
TOTAL LIABILITIES   218,799    251,042 
           
Commitments and Contingencies (See Note 3)          
           
Stockholders’ Equity          
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 250,000 shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively   25    25 
Common stock, $0.0001 par value, 2,000,000,000 shares authorized, 111,225,013 and 150,503,951 shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively.   11,123    15,850 
Additional paid-in capital   1,015,925    1,011,198 
Accumulated deficit   (723,755)   (548,595)
Total Stockholders’ Equity   303,318    478,478 
           
Total Liabilities and Stockholders' Equity  $522,117   $729,520 

 

The accompanying notes are an integral part of the condensed consolidated unaudited financial statements.

 

 

Integrated Inpatient Solutions, Inc.
Condensed Consolidated Statement of Operations
(Unaudited)
   Three months ended June 30,  Six months ended June, 30
   2015  2014  2015  2014
   (Consolidated)     (Consolidated)   
Revenue  $67,529   $59,280   $141,052   $99,420 
Cost of services   93,907    43,065    191,990    53,689 
Gross Income / (Loss)   (26,378)   16,215    (50,938)   45,731 
Operating expenses                    
                     
General and administrative   51,884    120,544    124,831    202,822 
Loss from continuing operations   (78,262)   (104,329)   (175,769)   (157,091)
                     
Benefit from income taxes on continuing operations   —      37,950    —      74,984 
Interest expense   (742)   —      (742)   —   
Interest Income   99    149    214    304 
Loss from continuing operations   (78,905)   (66,230)   (176,297)   (81,803)
                     
Discontinued operations:                    
Income / (loss)  from discontinued operations   (4,709)   —      1,137    —   
Income / (Loss) on discontinued operations   (4,709)   —      1,137    —   
                     
Net loss  $(83,614)  $(66,230)  $(175,160)  $(81,803)
Net loss per share - basic and diluted                    
Loss from continuing operations  $(0.00)  $(0.00)  $(0.00)  $(0.00)
Income from discontinued operations   0.00    0.00    0.00    0.00 
Net loss per share - basic and diluted  $(0.00)  $(0.00)  $(0.00)  $(0.00)
Weighted average number of common shares outstanding - basic and diluted   150,710,719    49,799,178    154,585,807    49,209,050 

 

 

 

Integrated Inpatient Solutions, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
   Six months ended
   June 30,
   2015  2014
    (Consolidated)      
Cash Flow used in Operating Activities          
Net Loss  $(176,297)  $(81,803)
Plus net income from discontinued operations   1,137   $—   
Net loss from operations   (175,160)   (81,803)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation   —      2,382 
Provision for doubtful accounts   5,155    5,881 
Stock issued for services   —      49,140 
Changes in assets and liabilities:   —        
      Accounts receivable   44,404    (15,430)
      Refundable Income Taxes   —      (74,984)
      Prepaid expenses and other current assets   2,854    —   
      Assets from discontinued operations   4,130    —   
       Deferred revenue   (11,755)   28,200 
       Liabilities from discontinued operations   (56,470)   (10,000)
      Accounts payable and accrued expenses   31,982    1,300 
Net cash used in operating activities   (154,860)   (95,314)
           
Cash Flow from Financing Activities          
         Due to related party   4,000    —   
             Net cash provided by financing activities   4,000    —   
           
Net decrease in cash   (150,860)   (95,314)
           
Cash - Beginning of year   372,206    538,633 
Cash - End of the period  $221,346   $443,319 
           
During the six months ended June 30, 2015 47,278,938 shares of common stock were retired to the treasury with a par value of $4,728          

 

 

Integrated Inpatient Solutions, Inc.

Notes to Condensed Financial Statements

June 30, 2015 (Consolidated) and June 30, 2014

(Unaudited)

 

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.

 

Basis of Presentation

 

The unaudited interim financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation SX. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.

 

The financial information furnished herein reflects all adjustments, consisting of normal recurring items that, in the opinion of management, are necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods. The results of operations for the six months ended June 30, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015.

 

 

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.

 

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 March 31, 2015 and December 31, 2014, 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 $0 at June 30, 2015. Deposits in excess of the FDIC insurance amount of $250,000 totaled $80,000 at December 31, 2014 

 

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 $12,142 and $6,987 at June 30, 2015 and December 31, 2014, respectively, Accounts receivable from customers relinquishing their Timeshares was $9,000 and $9,000 at June 30, 2015 and December 31, 2014, respectively. This amount is being held by the company’s credit card processor which places a six month hold on transactions dealing with Timeshares.

 

Principles of Consolidation

 

The accompanying condensed 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.

 

Impairment of Goodwill and Long-Lived Assets

  

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 as of March 31, 2015.

 

 

Fair Value of Financial Instruments

 

U.S. GAAP for fair value measurements establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three levels. The fair value hierarchy gives the highest priority to quoted market prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Level 2 inputs are inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

 

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, deposits, accounts payable and accrued liabilities, approximate their fair values because of the short maturity of these instruments.

 

Revenue Recognition

 

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 As of June 30, 2015 and 2014, 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 April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-03, “Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”, is to simplify presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The ASU does not affect the recognition and measurement guidance for debt issuance costs. For public companies, the ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application 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.

 

In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-04, “Compensation – Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets”, permits the entity to measure defined benefit plan assets and obligations using the month-end that is closest to the entity’s fiscal year-end and apply that practical expedient consistently from year to year. The ASU is effective for public business entities for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application 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.

 

In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-05, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement”, provides guidance to customers about whether a cloud computing arrangement includes a software license. If such an arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If the arrangement does not include a software license, the customer should account for it as a service contract. For public business entities, the ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early application 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.

 

 

In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-06, “Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions”, specifies that, for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business before the date of a drop down transaction should be allocated entirely to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners (which is typically the earnings per unit measure presented in the financial statements) would not change as a result of the dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs for purposes of computing earnings per unit under the two-class method also are required. The ASU is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Earlier application 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. All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.

 

NOTE 2 - STOCKHOLDERS' EQUITY

 

Common Stock 

 

On June 23, 2015, the company amended its Articles of Incorporation to increase the total number of shares of all classes of stock to 2,010,000,000 shares, of which 2,000,000,000 shares shall be Common Stock with a par value of $0.0001 per share, and 10,000,000 shares shall be Serial Preferred Stock with a par value of $0.0001 per share.

 

In 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 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. As of June 30, 2015, the Company has paid $19,250 to the former Officer and the stock ownership has been returned to the Company's treasury.

 

In May 2015 the former Directors agreed to relinquish 25,982,119 shares of the Company’s common stock due to Company winding down the timeshare business.

 

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.

 

NOTE 3 - 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 three and six months ended June 30, 2015 and 2014 was $1,044, $2,385 $1,044 and $2,835 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 June 30, 2015, the Company did not reach the targeted gross revenue. Therefore, the Officer did not receive any bonuses for the six months ended June 30, 2015.

 

 

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. In March 2015, the Officer entered into a settlement agreement with the Company. As a result, the employment agreement was concurrently terminated.

 

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.

 

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 June 30, 2015 and December 31, 2014.

 

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 Judicial 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 June 30, 2015 and 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.

 

The accrued legal settlements are presented as liabilities from discontinued operation in the accompanying balance sheets (see Note 7).

 

In November 2014 the Company had a dispute with a former Officer and shareholder. The agreement was settled in 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 4). The former Officer and shareholder agreed to relinquish his entire interest in the company, including his stock ownership. As of June 30, 2015, the Company has paid $19,250 to the former officer and the stock ownership has been returned to the Company.

 

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. 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 4 – NOTE RECEIVABLE – RELATED PARTY

 

In 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 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. As of June 30, 2015, the Company has paid $19,250 to the former Officer and the stock ownership has been returned to the Company's treasury.

 

NOTE 5 – DUE TO RELATED PARTY

 

During the six months ended June 30, 2015, the Officer and principal shareholder of the Company paid expenses on behalf of the Company in the amount of $4,000.

 

NOTE 6 – CONCENTRATIONS

 

Geographic and Employment

 

Our operations are concentrated in the South Florida region. We are reliant on the services of two full time executives one who manage the operations of the Company.

 

Revenue and Accounts Receivable

 

During the six months ended June 30, 2015, 79% of revenues from the design business were derived from four customers of 37%, 18%, 12%, and 12% of net revenue.

  

At June 30, 2015, 78% of accounts receivable were derived from three customers at 40%, 17%, 11% and 10%.

During the six months ended June 30, 2014, 45% of revenues were derived from two customers at 34%, and 11%.

 

At June 30, 2014, 64% of accounts receivable were derived from three customers at 29%, 21% and 14%.

  

Accounts receivable from customers relinquishing their Timeshares was $9,000 at June 30, 2015 and 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 7 - 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 June 30, 2015:

 

Timeshare deed liquidation revenue  $35,195 
Operating expenses:     
       General and administrative   34,058 
Total operating expenses   34,058 
      
Income from discontinued operations  $1,137 

  

 


As of June 30, 2015 and December 31, 2014, assets and liabilities from discontinued operations are listed below:

 

   June 30, 2015 

December 31,

2014

           
Cash  $32,416   $20,496 
Accounts receivable   9,000    9,000 
Escrow funds - timeshare   —      16,050 
Assets from discontinued operations  $41,416   $45,546 
           
Accrued legal settlements  $89,295   $108,589 
Client Deposits - Timeshare   11,590    46,784 
Other   9,951    11,933 
Liabilities from discontinued operations  $110,836   $167,306 

 

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear elsewhere in this report and in our Annual Report on Form 10-K for the year ended December 31, 2014.

 

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 from customers at December 31, 2014. At June 30, 2015 accounts receivable had declined to $9,368.

 

The determination of contractual and bad debt allowances constitutes a significant estimate. Accounts receivable represent amounts due from customers for design services. Accounts receivable are recorded and stated at the amount expected to be collected and have been adjusted to reflect the allowance for uncollectible amounts of approximately $12,142 and $6,987 at June 30, 2015 and December 31, 2014, respectively. Accounts receivable from customers relinquishing their Timeshares was $9,000 and $9,000 at June 30, 2015 and December 31, 2014, respectively and is included in Assets Held for Discontinued Operations. This amount is being held by the Company’s credit card processor which places a six month hold on transactions dealing with Timeshares.

 

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 June 30, 2015, we had total current assets of $521,163, consisting primarily of $221,346 in Cash and $237,077 in Refundable Income Taxes. We had total current liabilities as of June 30, 2015 of $218,799.  

 

 

We believe that we have sufficient capital to cover all anticipated operations during the next twelve months: cash on hand was $221,346 as of June 30, 2015. Additionally, we are generating revenue from our interior design services. 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.

 

We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. If we need to raise additional capital, there can be no assurance that such additional financing will be available to us on acceptable terms, or at all. If we are unsuccessful at raising sufficient capital to fund our operations, for whatever reason, we may be forced to seek opportunities outside of our new corporate focus or to seek a buyer for our business or another entity with which we could partner. Ultimately, if all of these alternatives fail, we may be required to cease operations and seek protection from creditors under applicable bankruptcy laws.

  

Results of Operations for the Three Months Ended June 30, 2015 and 2014

 

During the quarter ended June 30, 2015 we generated revenue of $67,529 compared to revenue of $59,280 in the quarter ended June 30, 2014 from our interior design operations. Despite this revenue increase, as explained below, we have a loss from our Interior Design business.

 

During the quarter ended June 30, 2015 our Cost of Services totaled $93,607. This compared to $43,605 for the quarter ended June 30, 2015. We attribute this increase to an increase in number of clients as well as an increase in size of some particular client expenditures, which because of the nature of discounts offered by vendors, the Company must pay and be reimbursed.

 

All operating expenses during both periods consisted of General and Administrative expenses, which total $51,884 during the quarter ended June 30, 2015, a decrease from $120,544 during the same period in 2014. During the quarter ended June 30, 2015 we suffered a loss from continuing operations of $78,262, which was a decrease from our loss of $104,329 during the same period in 2014. Also, during the quarter ended June 30, 2015 we incurred a loss on discontinued operations of $4,709. We had no loss or income on discontinued operations during the quarter ending June 30, 2014. In total, we incurred a net loss during the quarter ended June 30, 2015 of $83,614 as opposed to incurring a net loss of $66,230 during the quarter ended June 30, 2014.

 

During 2015, the Company has incurred a negative margin on services provided due to costs exceeding contract prices due to subcontractors being unable to finish jobs. These issues were outside of the control of the Company. In those instances we have hired new contractors, at higher prices to complete outstanding obligations.  Aside from the changes in subcontractor services, there have been changes in business that has caused a reduction in the overall profit margin.  The market has changed and we are bidding jobs with lower margins and higher subcontractor pricing albeit high quality.  For the future we see that a change in the business model will help mitigate some of the reduced profit margins by increasing deposits on the higher end clients to meet the needs of initial cash flow.  With regards to the subcontractors, a problematic area for all business' of our type, we have committed to using a very few quality subcontractors with which we personally have experience and relationships.

 

The hourly rate model has also proven to be problematic.  When you are not physically present with the client, the intangible of the time spent has been an issue with a number of clients. The majority of new clients are on a fixed fee basis, whether just design and/or remodeling services are being engaged.  Also, we have had to reduce the fee somewhat to make it more attractive and generate revenue. 

 

Results of Operations for the Six Months Ended June 30, 2015 and 2014

 

During the six months ended June 30, 2015 we generated revenue of $141,052 compared to revenue of $99,420 in the six months ended June 30, 2014 from our current operations. Our Cost of Services during the six months ended June 30, 2015 was $191,990, significantly higher than the $53,689 during the same period in 2014. This resulted in a gross loss of $50,938 during the six months ended June 30, 2015 compared to gross income of $45,731 during the six months ended June 30, 2014.

 

All operating expenses during both periods consisted of General and Administrative expenses, which totaled $124,831 during the six months ended June 30, 2015 which decreased from $202,822 during the same period in 2014. During the six months ended June 30, 2015 we suffered a loss from continuing operations of $175,769, which was a slight increase from the loss of $157,091 during the same period in 2014. Also, during the six months ended June 30, 2015 we had a gain on discontinued operations of $1,137. We had no loss on discontinued operations during the six months ending June 30, 2014. In total, we incurred a net loss during the six months ended June 30, 2015 of $175,160 as opposed to a net loss of $81,803 during the six months ended June 30, 2014.

 

CONTRACTUAL OBLIGATIONS

 

The Company is a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and is not required to provide the information under this item.

  

Off Balance Sheet Arrangements

 

As of June 30, 2015, there were no off balance sheet arrangements.

  

Recent Accounting Pronouncements

 

In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-03, “Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”, is to simplify presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The ASU does not affect the recognition and measurement guidance for debt issuance costs. For public companies, the ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application 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.

 

In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-04, “Compensation – Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets”, permits the entity to measure defined benefit plan assets and obligations using the month-end that is closest to the entity’s fiscal year-end and apply that practical expedient consistently from year to year. The ASU is effective for public business entities for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application 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.

 

In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-05, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement”, provides guidance to customers about whether a cloud computing arrangement includes a software license. If such an arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If the arrangement does not include a software license, the customer should account for it as a service contract. For public business entities, the ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early application 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.

 

 

In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-06, “Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions”, specifies that, for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business before the date of a drop down transaction should be allocated entirely to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners (which is typically the earnings per unit measure presented in the financial statements) would not change as a result of the dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs for purposes of computing earnings per unit under the two-class method also are required. The ASU is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Earlier application 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. All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.

  

ITEM 4.  CONTROLS AND PROCEDURES

 

In connection with the preparation of this quarterly report on Form 10-Q, 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 June 30, 2015. 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.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the quarter ended June 30, 2015 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting

 

 

PART II. OTHER INFORMATION

 

ITEM 1.  LEGAL PROCEEDINGS

 

Concurrent with the Company’s decision to cease operations of ITS, the Company’s former Senior Vice President of Sales hired counsel and claimed that he had been wrongly terminated. A settlement agreement with the former Officer was ultimately singed. Under the terms of the agreement, the Company agreed to pay $19,250 and forgive the $5,000 note receivable paid to the former Officer. The former Officer agreed to relinquish his interest in the Company including 21,296,819 shares of the Company’s common stock. As of June 30, 2015, the Company has paid $19,250 to the former officer and the stock ownership has been returned to the Company.

 

Additionally, in connection with the Company’s decision to cease operations of ITS, former Directors of the Company agreed to relinquish 25,982,119 shares of the Company’s common stock due to the Company winding down ITS.

 

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

 

The Company is a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and is not required to provide the information under this item.

 

 

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

 

None.

  

ITEM 4. MINE SAFETY STANDARDS

 

Not applicable. 

 

 

ITEM 5.  OTHER INFORMATION

 

None.

  

ITEM 6.  EXHIBITS      

 

Exhibit No.Description
3.1(a)#Articles of Incorporation of the Company.
3.1(b)* Articles of Amendment of Articles of Incorporation.
3.1(c)*Articles of Amendment of Articles of Incorporation.
3.1(d)*September 2001 Consent of Board of Directors establishing preferred stock.
3.1(e)Articles of Amendment of Articles of Incorporation.
3.2#Bylaws of the Company.
10.1*Asset Purchase Agreement.
10.2*Bill of Sale, Assignment and Assumption Agreement.
10.3*Seller Noncompetition Agreement.
10.4*Owner Noncompetition Agreement.
10.5*Owner Consulting Agreement.
10.6+Share Exchange Agreement between the Company and Integrated Timeshare Solutions, Inc.
10.7+Employment Agreement with Osnah Bloom.
10.8+Employment Agreement with Bradley Scott.
10.9+Voting Agreement among the Company, Osnah Bloom, Dominic Alto, Bradley Scott and Josh M. Bloom
31.1Certification 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.
31.2Certification 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.
32.1Certification 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.
32.2Certification 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.

 

# Filed in the Registrant’s Registration Statement on Form S-1 on October 4, 2014.

 

* Filed in the Amendment 1 to the Registrant’s Registration Statement on Form S-1 on January 3, 2014.

 

+ Filed in the Registrant’s Current Report on Form 8-K on August 29, 2014.


 

SIGNATURES

  

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned, thereunto duly authorized.

 

  Integrated Inpatient Solutions, Inc.
     
Date: August 18, 2015 By:   /s/ Osnah Bloom  
   

Osnah Bloom

Principal Executive Officer and

Principal Financial Officer