UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

———————

FORM 10-Q

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

For the quarterly period ended: September 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

 

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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 November 13, 2015
Common Stock		111,225,013

 TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION				PAGE
ITEM 1.	FINANCIAL STATEMENTS			1
	CONDENSED CONSOLIDATED BALANCE SHEETS			2
	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)			3
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)			4
	NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)			5
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			13
ITEM 4.	CONTROLS AND PROCEDURES			16

 

PART II – OTHER INFORMATION

 

ITEM 1.	LEGAL PROCEEDINGS			17
ITEM 1A.	RISK FACTORS			17
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

19

 

 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 nine months ended September 30, 2015 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with the 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 April 15, 2015.

 

Integrated Inpatient Solutions, Inc.
Condensed Consolidated Balance Sheets
		September 30,				December 31,
		2015				2014
		(Unaudited)
ASSETS
CURRENT ASSETS
Cash		$	170,863			$	372,206
Accounts Receivable, net			6,494				58,927
Refundable income taxes			237,077				237,077
Inventory			1,816				—
Prepaid expenses and other current assets			—				14,810
Assets from discontinued operations			29,402				45,546
Total Current Assets			445,652				728,566
Other Assets
Deposits			954				954
TOTAL ASSETS		$	446,606			$	729,520
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable and accrued liabilities		$	90,540			$	59,954
Deferred revenue			6,547				23,782
Due to related party			4,000				—
Liabilities from discontinued operations			123,647				167,306
Total current liabilities			224,734				251,042
TOTAL LIABILITIES			224,734				251,042
Commitments and contingencies (See Note 3)
STOCKHOLDERS' EQUITY
Preferred stock, $0.0001 par value, 10,000,000 share authorized 250,000 shares issued and outstanding as of September 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 158,503,951 shares issued and outstanding as of September 30, 2015 and December 31, 2014 respectively.			11,123				15,850
Additional paid-in capital			1,015,925				1,011,198
Accumulated deficit			(805,201	)			(548,595	)
TOTAL STOCKHOLDERS' EQUITY			221,872				478,478
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	446,606			$	729,520

 

The accompany 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 September 30,								Nine Months Ended September 30,
		2015				2014				2015				2014
Revenue - Design		$	58,824			$	78,085			$	199,876			$	177,505
Cost of Services			76,465				95,508				268,455				149,197
Gross Income / (Loss)			(17,641	)			(17,423	)			(68,579	)			28,308
Operating Expenses
General and administrative			75,535				556,516				200,366				759,338
Loss from continuing operations			(93,176	)			(573,939	)			(268,945	)			(731,030	)
Interest Income			50				116				264				420
Interest Expense			(485	)			—				(1,227	)			—
Loss before benefit for income taxes			(93,611	)			(573,823	)			(269,908	)			(730,610	)
Benefit from income taxes on
continuing operations			—				256,408				—				331,392
Loss from continuing operations			(93,611	)			(317,415	)			(269,908	)			(399,218	)
Discontinued operations:
Income / (Loss) from discontinued operations			12,165				(510,924	)			13,302				(510,924	)
Net Income/ (Loss) before benefit for income taxes			12,165				(510,924	)			13,302				(510,924	)
Benefit from income taxes on discontinued operations			—				62,575				—				62,575
Income / (Loss) from discontinued operations			12,165				(448,349	)			13,302				(448,349	)
Net Loss		$	(81,446	)		$	(765,764	)		$	(256,606	)		$	(847,567	)
Net Loss per share - basic and diluted
Loss from continuing operations		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Income / (Loss) from discontinued operations			0.00				(0.01	)			0.00				(0.01	)
Net Loss per share - basic and diluted		$	(0.00	)			(0.01	)		$	(0.00	)		$	(0.01	)
Weighted average number of common shares outstanding - basic and diluted			111,225,013				93,764,599				137,404,181				64,224,107

 

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

 

Integrated Inpatient Solutions, Inc.
Condensed Consolidated Statement of Cash Flows
(Unaudited)
		Nine Months ended September 30,
		2015				2014
Cash Flow from Operating Activities
Net loss		$	(256,606	)		$	(847,567	)
Adjustments to reconcile net loss to net cash used in Operating Activities
Depreciation			—				3,567
Provision for doubtful accounts			7,080				9,537
Stock issued for services			—				506,842
Impairment of goodwill			—				372,965
Changes in assets and liabilities			—
Accounts Receivable			45,605				(36,429	)
Refundable Income Taxes			—				(393,967	)
Inventory			(1,816	)
Prepaid expenses and other current assets			14,810				—
Assets from discontinued operations			16,144				(134,496	)
Deferred Revenue			(17,235	)			66,338
Liabilities from discontinued operations			(43,659	)			81,782
Accounts payable and accrued expenses			30,334				39,945
Net cash used in Operating Activities			(205,343	)			(331,483	)
Cash Flows from Investing Activities
Cash acquired in acquisition of subsidiary			—				10,106
Net Cash provided by Investing Activities			—				10,106
Cash Flow from Financing Activities
Due to Related Party			4,000				—
Net Cash provided by Financing Activities			4,000				—
Net Decrease in Cash			(201,343	)			(321,377	)
Cash - Beginning of Year			372,206				538,633
Cash - End of the period		$	170,863			$	217,256

 

During the nine months ended September 30, 2015 47,278,938 Shares of common stock were retired to the treasury with a par value of $4,728.

 

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

 

Integrated Inpatient Solutions, Inc.

Notes to Condensed Consolidated Financial Statements

Sept 30, 2015 and Sept 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 nine months ended September 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 September 30, 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 September 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 $13,814 and $6,987 at September, 30, 2015 and December 31, 2014, respectively, Accounts receivable from customers relinquishing their Timeshares was $9,000 and $9,000 at September 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.

 

Inventory

 

Inventories consist of finished goods and are stated at the lower of cost or market.

 

Principles of Consolidation

 

The accompanying condensed consolidated financial statements include the accounts of Integrated Inpatient Solutions, Inc. and it’s 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 September 30, 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 September 30, 2015 and December 2014, the company 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.

 

In July 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory” more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards (IFRS). The amendments in this ASU do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. An entity should measure inventory within the scope of this Update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. For public business entities, this ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, this ASU is effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendments in this ASU should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period.

 

In August 2015, FASB issued Accounting Standards Update (“ASU”) No.2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” defers the effective date ASU No. 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. All other entities may apply the guidance in ASU No. 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities also may apply the guidance in Update 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which the entity first applies the guidance in ASU No. 2014-09. 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 agreements with a former Officers and shareholders. 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 Officers and shareholders agreed to relinquish his interest in the Company including 21,296,819 shares of the Company’s common stock. As of September 30, 2015, the Company has paid $19,250 to the former officer and the stock ownership has been returned to the Company.

 

In May 201, 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 expired on May 31, 2015. The office space is currently being occupied on a month to month basis and the Company has no plans on relocating. The Company anticipates entering into a new lease agreement for a period of no less than one year in the fourth quarter. The monthly rent remains at $450 per month. Total rent expense for the three and nine months ended September 30, 2015 were $1,908 and $4,293 respectively. Total rent expense for the three and nine months ended September 30, 2014 were 1,908 and $4,293 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 September 30, 2015, the Company did not reach the targeted gross revenue. Therefore, the Officer did not receive any bonuses for the nine months ended September 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 September 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 September 30, 2015 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 September 30, 2015, the Company has paid $19,250 to the former officer and the stock ownership has been returned to the Company.

 

In October 2015, the Company became involved in a potential legal settlement relating to a malpractice claim. The Company and the other parties have not entered into a settlement agreement. However, the Company anticipates that the amount will be covered by the tail malpractice insurance. The Company has accrued $25,000 for the deductible on the tail malpractice insurance as of September 30, 2015.

 

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 effect 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 agreements with a former Officers and shareholders. 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 Officers and shareholders agreed to relinquish his interest in the Company including 21,296,819 shares of the Company’s common stock. As of September 30, 2015, the Company has paid $19,250 to the former officer and the stock ownership has been returned to the Company treasury.

 

NOTE 5 – DUE TO RELATED PARTY

 

During the nine months ended September 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 nine months ended September 30, 2015, 72% of revenues from the design business were derived from three customers of 33%, 26%, and 13% of net revenue. During the nine months ended September 30, 2014, 60% of revenues were derived from three customers at 34%, 15%, and 11% of net revenue.

 

At September 30, 2015, 14% of accounts receivable were derived from two customers at 7% and 7%. At September 30, 2014, 61% of accounts receivable were derived from three customers at 35%, 13% and 13%.

 

Accounts receivable from customers relinquishing their Timeshares was $9,000 at September 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. In October 2015, the Company collected the remaining $9,000 of Accounts Receivable from discontinued operations.

  

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 nine months ended September 30, 2015:

 

Timeshare deed liquidation revenue		$	41,490
Operating expenses:
General and administrative			28,188
Total operating expenses			28,188
Income from discontinued operations		$	13,302

  

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

 

		September 30, 2015				December 31, 2014
Cash		$	20,402			$	20,496
Accounts receivable			9,000				9,000
Escrow funds - timeshare			—				16,050
Assets from discontinued operations		$	29,402			$	45,546
Accrued legal settlements		$	114,294			$	108,589
Client Deposits - Timeshare			5,295				46,784
Other			4,058				11,933
Liabilities from discontinued operations		$	123,647			$	167,306

 

ITEM 2. MANAGEMENT DICUSSION 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,” “may,” “plans”, “potential”, “predicts”, “projects,” “should,” “will,” “would,” or similar expressions.

 

Forward-looking statements involve known and unknown risks, uncertainties and other factors which many 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 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 revenue 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 September 30, 2015 accounts receivable had declined to $6,494.

 

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 $13,814 and $6,987 at September 30, 2015 and December 31, 2014, respectively. Accounts receivable from customers relinquishing their timeshares was $9,000 and $9,000 at September 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. However, the Company is no longer actively engaged in this business segment and considers any residual income earned to be from discontinued operations.

 

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 September 30, 2015, we had total current assets of $445,652 consisting primarily of $170,863 in Cash and $237,077 in Refundable Income Taxes. The Company had total current liabilities as of September 30, 2015 of $224,734.

 

We believe that we have sufficient capital to cover all anticipated operations during the next twelve months: cash on hand was $170,863 as of September 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 September 30, 2015 and 2014

 

During the quarter ended September 30, 2015 we generated revenue of $58,824 compared to revenue of $78,085 in the quarter ended September 30, 2014 from our interior design operations. Even though the Company had a decrease in gross revenues, we substantially improved our earnings from continuing operations, although we still incurred a net loss.

 

During the quarter ended September 30, 2015 our Cost of Services totaled $76,465. This compared to $95,508 for the quarter ended September 30, 2014. We attribute this decrease to due to the decrease in revenue generated over the same time period as well as the Company’s ability to obtain more favorable prices on its cost of services.

 

All operating expenses during both periods consisted of General and Administrative expenses, which total $75,535 during the quarter ended September 30, 2015, a decrease from $556,516 during the same period in 2014. During the quarter ended September 30, 2015 we suffered a loss from continuing operations of $93,611, which was a decrease from our loss of $317,415 during the same period in 2014. During the quarter ended September 30, 2015 we recognized income from discontinued operations of $12,165, which was an increase from our loss of $448,349 during the same period the year prior. In total, we incurred a net loss during the quarter ended September 30, 2015 of $81,446 as opposed to incurring a net loss of $765,764 during the quarter ended September 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 high 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 are 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.

 

Result of Operations for the Nine Months Ended September 30, 2015 and December 31, 2014

 

During the nine months ended September 30, 2015 the Company generated revenue of $199,876 compared to revenue of $177,505 in the nine months ended September 30, 2014 from our current operations. Our Cost of Services during the nine months ended September 30, 2015 was $268,455, significantly higher than the $149,197 during the same period in 2014. This resulted in a gross loss of $68,579 during the nine months ended September 30, 2015 compared to gross income of $28,308 during the nine months ended September 30, 2014.

 

All operating expenses consisted of General and Administrative expenses, which totaled $200,366 during the nine months ended September 30, 2015 which decreased from $759,338 during the same period in 2014. During the nine months ended September 30, 2015 we suffered a loss from continuing operations of $269,908, which was a reduction in losses as the same period in 2014 which was $399,218. During the nine months ended September 30, 2015 we had income from discontinued operations of $13,302, which was an increase from our loss of $448,349 during the same period the year prior. In total we incurred a net loss of $256,606 during the nine months ended September 30, 2015 as opposed to a net loss of $847,567 during the nine months ended September 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 September 30, 2015 there were no off balance sheet arrangements.

 

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 managements, 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 September 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 reports with 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 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 report information required to be disclosed, with the time periods specified in the SEC’s rules and forms.

 

Changes in Internal Control over Financial Reporting

 

There have been no changed in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) during the quarter ended September 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 signed. 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 September 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 Company’s decision to cease operations of ITS, former Director 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 coverages 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 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.

 

Judith Walker, as Personal Representative of the Estate of Leroy Walker v. Alvin S. Lloyd, M.D. and Alvin S. Lloyd, M.D., P.A.

 

Leroy Walker was admitted to Memorial Hospital West by Dr. Alvin Lloyd, a Hospitalist, employed by the Company on November 7, 2009.  Dr. Lloyd treated Mr. Walker for Congestive Heart Failure and Coumadin Toxicity for an hour to and hour and a half during the night of November 7^th into the early morning of November 8^th.  During his time at Memorial Hospital West, Mr. Walker was under the care of doctors, who were not placed on notice of pre-suit.  During this admission, Leroy Walker developed a stage IV sacral decubitus ulcer.  It is alleged that this decubitus ulcer became infected, leading to sepsis which never cleared and ultimately contributed to Mr. Walker’s death, four months later, on April 15, 2010.    This case is pending in the Circuit Court of the 17 Judicial Circuit in and for Broward County, FL, Case # 12-18678. 

 

In October 2015, the Company became involved in a potential legal settlement relating to this claim. The Company and the other parties have not entered into a settlement agreement. However, the Company anticipates that the amount will be covered by the tail malpractice insurance. The Company has accrued $25,000 for the deductible on the tail malpractice insurance as of September 30, 2015.

 

We are not aware of any other pending of threatened litigation against us that we expect will, individually or in the aggregate, have a material adverse effect on our business, financial condition, liquid, 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 15b-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.

3.2#

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

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 2002.3

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.

 

# 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: November 16, 2015	By:	/s/ Osnah Bloom
		Osnah Bloom Principal Executive Officer and Principal Financial Officer