x
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Colorado
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90-0687379
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company x
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(Do not check if a smaller
reporting company)
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Page
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PART I
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||
Item 1.
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Financial Statements
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3
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operation
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13
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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18
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Item 4.
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Controls and Procedures
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18
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PART II
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||
Item 1.
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Legal Proceedings
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18
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Item 1A.
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Risk Factors
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18
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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19
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Item 3.
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Defaults Upon Senior Securities
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19
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Item 4.
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(Removed and Reserved)
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19
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Item 5.
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Other Information
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19
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Item 6.
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Exhibits
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19
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MEDICAL BILLING ASSISTANCE, INC.
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||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS
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||||||||
September 30,
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December 31,
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|||||||
2011
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2010
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|||||||
(unaudited)
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||||||||
ASSETS
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||||||||
Current assets
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||||||||
Cash
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$ | 1,533,133 | $ | 3,318 | ||||
Accounts receivable
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4,082 | - | ||||||
Prepaid expenses
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47,528 | 7,811 | ||||||
Restricted funds
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140,489 | - | ||||||
Capitalized financing costs, current portion
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57,348 | - | ||||||
Total current assets
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1,782,580 | 11,129 | ||||||
Property, plant and equipment, net of accumulated depreciation of $1,140,066 and $1,018,970
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4,577,464 | 4,698,560 | ||||||
Other assets
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||||||||
Capitalized financing costs, long term portion
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224,596 | - | ||||||
Deposits
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121,515 | 4,415 | ||||||
Total assets
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$ | 6,706,155 | $ | 4,714,104 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
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||||||||
Current liabilities
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||||||||
Accounts payable and accrued expenses
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$ | 89,481 | $ | 194,092 | ||||
Notes payable, current portion
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90,998 | 163,399 | ||||||
Notes payable- related party, current portion
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- | 70,931 | ||||||
Unearned revenue
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67,289 | 23,586 | ||||||
Deferred income taxes
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40,419 | 29,019 | ||||||
Current liabilities of discontinued operations
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- | 66,447 | ||||||
Total current liabilities
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288,187 | 547,474 | ||||||
Long term debt:
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||||||||
Deposits held
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47,399 | 47,399 | ||||||
Notes payable, long term portion
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7,459,002 | 5,253,229 | ||||||
Total long term debt
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7,506,401 | 5,300,628 | ||||||
Total liabilities
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7,794,588 | 5,848,102 | ||||||
Stockholders' deficit
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||||||||
Preferred stock, $0.01 par value; 1,000,000 shares authorized, Nil issued and outstanding
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- | - | ||||||
Common stock, $0.001 par value; 100,000,000 shares authorized, 49,716,000 shares issued and outstanding as of September 30, 2011 and December 31, 2010
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49,716 | 49,716 | ||||||
Additional paid in capital
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40,915 | 40,915 | ||||||
Accumulated deficit
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(1,179,064 | ) | (1,224,629 | ) | ||||
Total stockholders' deficit
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(1,088,433 | ) | (1,133,998 | ) | ||||
Total liabilities and stockholders' deficit
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$ | 6,706,155 | $ | 4,714,104 | ||||
See the accompanying notes to these unaudited condensed consolidated financial statements
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MEDICAL BILLING ASSISTANCE, INC.
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||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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||||||||||||||||
(unaudited)
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||||||||||||||||
Three months ended September 30,
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Nine months ended September 30,
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|||||||||||||||
2011
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2010
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2011
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2010
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|||||||||||||
Revenues:
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||||||||||||||||
Rental revenue
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$ | 322,905 | $ | 317,557 | $ | 979,485 | $ | 944,425 | ||||||||
Operating expenses:
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||||||||||||||||
Selling general and administrative
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242,393 | 118,123 | 669,410 | 346,565 | ||||||||||||
Depreciation
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40,365 | 40,362 | 121,095 | 121,092 | ||||||||||||
Total operating expenses
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282,758 | 158,485 | 790,505 | 467,657 | ||||||||||||
Income from operations
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40,147 | 159,072 | 188,980 | 476,768 | ||||||||||||
Other income (expense):
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||||||||||||||||
Miscellaneous income
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- | 1,278 | 41,012 | 3,329 | ||||||||||||
Gain on disposal of subsidiary
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- | - | 67,365 | - | ||||||||||||
Financing costs
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(4,779 | ) | - | (4,779 | ) | - | ||||||||||
Interest expense, net
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(83,283 | ) | (76,627 | ) | (235,613 | ) | (228,293 | ) | ||||||||
Income (loss) before provision for income taxes
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(47,915 | ) | 83,723 | 56,965 | 251,804 | |||||||||||
Income taxes (benefit)
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(9,600 | ) | 16,745 | 11,400 | 50,361 | |||||||||||
NET (LOSS) INCOME
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$ | (38,315 | ) | $ | 66,978 | $ | 45,565 | $ | 201,443 | |||||||
Net (loss) income per common share, basic
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$ | (0.00 | ) | $ | 0.00 | $ | 0.00 | $ | 0.00 | |||||||
Net (loss) income per common share-fully diluted
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$ | (0.00 | ) | $ | 0.00 | $ | 0.00 | $ | 0.00 | |||||||
Weighted average number of common shares outstanding, basic
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49,716,000 | 49,716,000 | 49,716,000 | 49,716,000 | ||||||||||||
Weighted average number of common shares outstanding, fully diluted
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49,716,000 | 49,716,000 | 49,716,000 | 49,716,000 | ||||||||||||
See the accompanying notes to these unaudited condensed consolidated financial statements
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MEDICAL BILLING ASSISTANCE, INC.
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||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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||||||||
(unaudited)
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||||||||
Nine months ended September 30,
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||||||||
2011
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2010
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|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
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||||||||
Net Income
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$ | 45,565 | $ | 201,443 | ||||
Adjustments to reconcile net income to cash provided by operating activities:
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||||||||
Depreciation
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121,095 | 121,092 | ||||||
Amortization of financing costs
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4,779 | - | ||||||
Gain on disposal of subsidiary
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(67,365 | ) | - | |||||
Changes in operating assets and liabilities:
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||||||||
Accounts receivable
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(4,082 | ) | (67,748 | ) | ||||
Prepaid expenses and other
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(39,717 | ) | 1,526 | |||||
Restricted funds
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13,198 | - | ||||||
Accounts payable
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25,374 | (54,797 | ) | |||||
Unearned income
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43,703 | 65,607 | ||||||
Deferred income taxes
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11,400 | 50,361 | ||||||
Net cash provided by operating activities
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153,950 | 317,484 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
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||||||||
Net payments on deposits
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(117,100 | ) | - | |||||
Net cash used in investing activities
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(117,100 | ) | - | |||||
CASH FLOWS FROM FINANCING ACTIVITIES:
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||||||||
Distributions to shareholders
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- | (589,482 | ) | |||||
Net payments on notes payable
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(70,276 | ) | (66,667 | ) | ||||
Net payments on related party advances
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(70,931 | ) | - | |||||
Proceeds from issuance of note payable, net of financing costs
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1,634,172 | - | ||||||
Net cash provided by (used in) financing activities
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1,492,965 | (656,149 | ) | |||||
Net increase (decrease) in cash and cash equivalents
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1,529,815 | (338,665 | ) | |||||
Cash and cash equivalents, beginning of period
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3,318 | 403,542 | ||||||
Cash and cash equivalents, end of period
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$ | 1,533,133 | $ | 64,877 | ||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
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||||||||
Cash paid during the period for interest
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$ | 221,387 | $ | 228,386 | ||||
Cash paid during the period for taxes
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$ | - | $ | - | ||||
See the accompanying notes to these unaudited condensed consolidated financial statements
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September 30, 2011
(unaudited)
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December 31,
2010
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|||||||
Land
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$
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1,000,000
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$
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1,000,000
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||||
Building
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3,055,168
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3,055,168
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||||||
Building improvements
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1,662,362
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1,662,362
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||||||
5,717,530
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5,717,530
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|||||||
Less: accumulated depreciation
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(1,140,066
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)
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(1,018,970
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)
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||||
$
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4,577,464
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$
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4,698,560
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Amount
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||||
Three months ending December 31, 2011
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$
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22,233
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||
Year ended December 31, 2012
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92,392
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|||
Year ended December 31, 2013
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98,188
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|||
Year ended December 31, 2014
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104,348
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|||
Year ended December 31, 2015
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110,895
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|||
Year ended December 31, 2016
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7,121,944
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|||
Total
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$
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7,550,000
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Options Outstanding
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Options Exercisable
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|||||||||||||||||||
Weighted Average
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Weighted
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Weighted
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||||||||||||||||||
Remaining
|
Average
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Average
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||||||||||||||||||
Exercise
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Number
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Contractual Life
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Exercise
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Number
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Exercise
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|||||||||||||||
Prices
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Outstanding
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(Years)
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Price
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Exercisable
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Price
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|||||||||||||||
$0.75
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400,000
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1.25
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$
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0.75
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400,000
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$
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0.75
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Number of
Shares
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Weighted
Average
Price
Per Share
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|||||||
Outstanding at December 31, 2009:
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-
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$
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-
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|||||
Granted
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400,000
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0.75
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||||||
Exercised
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-
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-
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||||||
Outstanding at December 31, 2010:
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400,000
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0.75
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||||||
Granted
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-
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-
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||||||
Exercised
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-
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-
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||||||
Expired
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-
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-
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||||||
Outstanding at September 30, 2011:
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400,000
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$
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0.75
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Dividend yield:
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-0-%
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Volatility
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57%
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Risk free rate:
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0.74%
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Exhibit
Number
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Description of Exhibit
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31.1
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Section 302 Certification of Principal Executive Officer
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31.2
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Section 302 Certification of Principal Financial Officer
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32.1
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Section 906 Certification of Principal Executive Officer
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32.2
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Section 906 Certification of Principal Financial Officer
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101.INS
|
XBRL Instance Document *
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||||||||||
101.SCH
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XBRL Taxonomy Extension Schema Document *
|
||||||||||
101.CAL
|
XBRL Taxonomy Calculation Linkbase Document *
|
||||||||||
101.LAB
|
XBRL Taxonomy Labels Linkbase Document *
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||||||||||
101.PRE
|
XBRL Taxonomy Presentation Linkbase Document *
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||||||||||
101.DEF
|
XBRL Definition Linkbase Document *
|
MEDICAL BILLING ASSISTANCE, INC.
|
|||
Date: November 9, 2011
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By:
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/s/ Christian Charles Romandetti
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Christian Charles Romandetti,
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|||
President and Chief Executive Officer
(Principal Executive Officer)
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|||
Date: November 9, 2011
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By:
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/s/ Donald A. Bittar
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Donald A. Bittar
|
|||
Chief Financial Officer
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|||
(Principal Financial Officer and Principal Accounting Officer)
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(1)
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I have reviewed this quarterly report on Form 10-Q of Medical Billing Assistance, Inc.;
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||
(2)
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
||
(3)
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
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(4)
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
||
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
||
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
||
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
||
d)
|
Disclosed in the report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
||
(5)
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
||
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
||
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Christian Charles Romandetti
|
|
Christian Charles Romandetti,
President and Chief Executive Officer
(Principal Executive Officer)
|
(1)
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I have reviewed this quarterly report on Form 10-Q of Medical Billing Assistance, Inc.;
|
||
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
||
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
||
(4)
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
||
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
||
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
||
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
||
d)
|
Disclosed in the report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
||
(5)
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
||
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
||
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Donald A. Bittar
|
|
Donald A. Bittar
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
/s/ Christian Charles Romandetti
|
|
Christian Charles Romandetti,
President and Chief Executive Officer
(Principal Executive Officer)
|
/s/ Donald A. Bittar
|
|
Donald A. Bittar
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2011 | Dec. 31, 2010 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Accumulated depreciation of property, plant and equipment | $ 1,018,970 | $ 1,140,066 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, issued | ||
Preferred stock, outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 49,716,000 | 49,716,000 |
Common stock, outstanding | 49,716,000 | 49,716,000 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2011 | Sep. 30, 2010 | Sep. 30, 2011 | Sep. 30, 2010 | |
Income Statement [Abstract] | ||||
Rental revenue | $ 322,905 | $ 317,557 | $ 979,485 | $ 944,425 |
Selling general and administrative | 242,393 | 118,123 | 669,410 | 346,565 |
Depreciation | 40,365 | 40,362 | 121,095 | 121,092 |
Total operating expenses | 282,758 | 158,485 | 790,505 | 467,657 |
Income from operations | 40,147 | 159,072 | 188,980 | 476,768 |
Miscellaneous income | 1,278 | 41,012 | 3,329 | |
Gain on disposal of subsidiary | 67,365 | |||
Financing costs | (4,779) | (4,779) | ||
Interest expense, net | (83,283) | (76,627) | (235,613) | (228,293) |
Income (loss) before provision for income taxes | (47,915) | 83,723 | 56,965 | 251,804 |
Income taxes (benefit) | (9,600) | 16,745 | 11,400 | 50,361 |
NET (LOSS) INCOME | $ (38,315) | $ 66,978 | $ 45,565 | $ 201,443 |
Net income per common share, basic | $ 0.00 | $ 0 | $ 0 | $ 0 |
Net income per common share-fully diluted | $ 0.00 | $ 0 | $ 0 | $ 0 |
Weighted average number of common shares outstanding, basic | 49,716,000 | 49,716,000 | 49,716,000 | 49,716,000 |
Weighted average number of common shares outstanding, fully diluted | 49,716,000 | 49,716,000 | 49,716,000 | 49,716,000 |
Document and Entity Information | 9 Months Ended | |
---|---|---|
Sep. 30, 2011 | Nov. 09, 2011 | |
Document And Entity Information | ||
Entity Registrant Name | Medical Billing Assistance, Inc. | |
Entity Central Index Key | 0001416876 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2011 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 49,716,000 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2011 |
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RECLASSIFICATION | 9 Months Ended |
---|---|
Sep. 30, 2011 | |
Notes to Financial Statements | |
RECLASSIFICATION | NOTE 7 RECLASSIFICATION
During the nine months ended September 30, 2011, the Company reclassified distribution in prior years in excess of additional paid in capital to retained earnings (deficit) retroactively. In addition, the Company reclassified lease cancellation fees received from rental to other income.
|
PROPERTY, PLANT, AND EQUIPMENT | 9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2011 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PROPERTY, PLANT, AND EQUIPMENT | NOTE 3 - PROPERTY, PLANT, AND EQUIPMENT
Property, plant and equipment at September 30, 2011 and December 31, 2010 are as follows:
During the three months ended September 30, 2011 and 2010, depreciation expense charged to operations was $40,365 and $40,362, respectively.
During the nine months ended September 30, 2011 and 2010, depreciation expense charged to operations was $121,095 and $121,092, respectively. |
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
---|---|
Sep. 30, 2011 | |
Notes to Financial Statements | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the presentation of the accompanying unaudited condensed consolidated financial statements follows:
General
The accompanying unaudited condensed consolidated financial statements of Medical Billing Assistance, Inc., (the Company), have been prepared in accordance with the rules and regulations (S-X) of the Securities and Exchange Commission (the "SEC") and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results from operations for the three and nine month periods ended September 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated December 31, 2010 financial statements and footnotes thereto included in the Company's SEC Form 10-K.
Basis of presentation/
The Company was incorporated under the laws of Colorado on May 30, 2007.
The unaudited condensed consolidated financial statements include the accounts of the Company, including FCID Holdings, Inc., FCID Medical, Inc., and Marina Towers, LLC. All significant intercompany balances and transactions have been eliminated in consolidation.
Gain on Settlement of Debt
On June 17, 2011, the Company disposed of I.V. Services, Ltd., Inc., a previous wholly-owned subsidiary the Company acquired in December 2010 for nil proceeds and with the acquirer assuming the net liabilities of $67,365. I.V. Services, Ltd. Inc. was inactive with no operations and or insignificant transactions. The Company considered the net liabilities assumed by the acquirer as settlement of debt. As such, in conjunction with the disposal, the Company recognized $67,365 as income for the current period operations.
Use of Estimates
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (ASC 605-10) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.
ASC 605-10 incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arraignments (ASC 605-25). ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing 605-25 on the Company's financial position and results of operations was not significant.
Segment Information
Accounting Standards Codification subtopic Segment Reporting 280-10 (ASC 280-10) establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The information disclosed herein materially represents all of the financial information related to the Companys principal operating segment.
Property and Equipment
Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 20 to 39 years.
Long-Lived Assets
The Company follows Accounting Standards Codification subtopic 360-10, Property, plant and equipment (ASC 360-10). The Statement requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell.
Income Taxes
The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (ASC 740-10) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial.
Cash and Cash Equivalents
The Company considers cash to consist of cash on hand and investments having an original maturity of 90 days or less that are readily convertible into cash. As of September 30, 2011, the Company had $1,533,133 in cash.
Net income (loss) per share
The Company accounts for net income (loss) per share in accordance with Accounting Standards Codification subtopic 260-10, Earnings Per Share (ASC 260-10), which requires presentation of basic and diluted earnings per share (EPS) on the face of the statement of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS.
Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of potentially issuable common shares such as those related to our stock options. Diluted net income (loss) share is calculated by including potentially dilutive share issuances in the denominator. Diluted net income (loss) per share for three and nine months ending September 30, 2011 does not reflect the effects of 400,000 shares potentially issuable upon the exercise of the Company's stock options (calculated using the treasury stock method) as of September 30, 2011 as including the options would be anti-dilutive. There were no common shares potentially issuable as of September 30, 2010.
Concentrations of credit risk
The Companys financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Effective December 31, 2010 and extending through December 31, 2012, all non-interest-bearing transaction accounts are fully insured by the Federal Deposit Insurance Corporation (FDIC), regardless of the balance of the account. Generally, the Companys cash and cash equivalents in interest-bearing accounts may exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management.
Fair Value of Financial Instruments
Accounting Standards Codification subtopic 825-10, Financial Instruments (ASC 825-10) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. There were no items required to be measured at fair value on a recurring basis in the financial statement as of September 30, 2011.
The company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (ASC 820-10) and Accounting Standards Codification subtopic 825-10, Financial Instruments (ASC 825-10), which permits entities to choose to measure many financial instruments and certain other items at fair value. Neither of these statements had an impact on the Companys financial position, results of operations nor cash flows.
Share-Based Compensation
Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The Company measures the fair value of the share-based compensation issued to non-employees using the stock price observed in the arms-length private placement transaction nearest the measurement date (for stock transactions) or the fair value of the award (for non-stock transactions), which were considered to be more reliably determinable measures of fair value than the value of the services being rendered. The measurement date is the earlier of (1) the date at which commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterpartys performance is complete.
Recent Accounting Pronouncements
There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Companys consolidated financial position, results of operations or cash flows. |
NOTE PAYABLE | 9 Months Ended | ||||||||||||||||||||||||||||||||||||||||
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Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||
NOTE PAYABLE | NOTE 4 - NOTE PAYABLE
On August 12, 2011, the Company refinanced its existing mortgage note payable as described below providing additional working capital funds. The aggregate amount of the note of $7,550,000 bears 6.10% interest per annum with monthly payments of $45,752.61 beginning in October 2011 based on a 30 year amortization schedule with all remaining principal and interest due in full on September 16, 2016. The note is secured by land and the building along with first priority assignment of leases and rents. In addition, the Company's Chief Executive Officer provided a personal guarantee.
The principal balance as of September 30, 2011 was $7,550,000. Interest expense under the note for the nine months ended September 30, 2011 was $34,427.
In connection with the refinancing of the mortgage note payable, the Company incurred financing costs of $286,723. The capitalized financing costs are amortized ratably over the term of the mortgage note payable.
The Company's previous mortgage note payable on its commercial office building which was secured by land and the building, bore interest at a variable rate of prime plus 0.5% with a minimum rate of 5.5% per annum, with monthly interest only payments required through January 2010, then monthly principal and interest payments commencing in February 2010 using a 20 year amortization schedule recalculated monthly for interest rate changes, with all outstanding principal and interest due in full in January 2012. The principal balance on the loan at September 30, 2011 and December 31, 2010 was $-0- and $5,416,628, respectively. Interest expense under the note for the nine months ended September 30, 2011 and 2010 was $221,387 and $228,386, respectively.
The minimum future cash flow for the notes payable at September 30, 2011 is as follows:
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RELATED PARTY TRANSACTIONS | 9 Months Ended |
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Sep. 30, 2011 | |
Notes to Financial Statements | |
RELATED PARTY TRANSACTIONS | NOTE 5 - RELATED PARTY TRANSACTIONS
The Company at September 30, 2011 and December 31, 2010 owed $Nil and $51,197, respectively, to a shareholder and former officer for non-interest bearing, due on demand working capital advances.
At September 30, 2011 and December 31, 2010 the Company owed a shareholder and former officer $Nil and $16,600, respectively, under an unsecured, due on demand note payable bearing interest at 6% per annum.
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STOCK OPTIONS | NOTE 6 - STOCK OPTIONS
Non Employee Stock Options
The following table summarizes the stock options outstanding and the related prices for the shares of the Company's common stock issued to non employees at September 30, 2011:
Transactions involving stock options issued to non employees are summarized as follows:
During the year ended December 31, 2010, the Company granted 400,000 non employee stock options in connection with the services rendered at the exercise price of $0.75 per share for the period of two years from date of grant. The options were fully vested at the time of grant.
The fair value of the vesting non employee options for the year ended December 31, 2010 were determined using the Black Scholes option pricing model with the following assumptions:
The determined fair value of the non employee options of $38,115 was charged to operations during the year ended December 31, 2010. |
LIQUIDITY | 9 Months Ended |
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Sep. 30, 2011 | |
Notes to Financial Statements | |
LIQUIDITY | NOTE 2 — LIQUIDITY
The Company incurred various non-recurring expenses in the last quarter of 2010 in connection with its share exchange agreement, and prior to the share exchange agreement, Marina Towers, LLC allocated distributions to its members, leading in part to the Company’s past working capital deficit. As of September 30, 2011 upon completion of refinancing of mortgage note payable, as described below, the Company's working capital was $1,494,393. In addition, the Company generated positive cash flow from operations for the nine months ended September 30, 2011 and 2010. The Company is also involved in development project efforts to purchase MRI centers and medical practices. Management believes that ongoing profitable operations of Marina Towers, LLC, the current positive cash balance resulted from the recent refinancing of the mortgage along with successful completion of its business development plan will allow the Company to continue to improve its working capital and will have sufficient capital resources to meet projected cash flow requirements through October 2012. However, there can be no assurance that the Company will be successful completing its business development plan. |