10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C.  20549

FORM 10-Q

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

For the quarterly period ended March 31, 2014

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

     For the transition period from

 to

Commission File No.   000-54917

FUTURE HEALTHCARE OF AMERICA

 (Exact name of registrant as specified in its charter)

WYOMING	45-5547692
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5001 Baum Boulevard, Suite 770

Pittsburgh, Pennsylvania 15213

 (Address of Principal Executive Offices)

Registrant's Telephone Number:  (412) 621-0902

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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.   (1) Yes [X ] No[ ]                

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X ] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of ‘‘large accelerated filer”, “accelerated filer’’ and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  [  ]	Accelerated filer [  ]
Non-accelerated filer  [  ]	Smaller reporting company  [ X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of May 4, 2014, there were 10,615,631 shares of common stock, par value $0.001, of the registrant issued and outstanding.

1

PART I - FINANCIAL INFORMATION

The Unaudited Consolidated Financial Statements of Future Healthcare of America, a Wyoming corporation (the “Company,” “FHA,” “we,” “our,” “us” and words of similar import) were prepared by management and commence on the following page, together with related notes.  In the opinion of management, the Unaudited Consolidated Financial Statements fairly present the financial condition of the Company.

Future Healthcare of America

Index to Unaudited Financial Statements

	Page
Unaudited Consolidated Balance Sheets	3
Unaudited Consolidated Statements of Operations	4
Unaudited Consolidated Statements of Cash Flows	5
Notes to Unaudited Consolidated Financial Statements	6

2

FUTURE HEALTHCARE OF AMERICA

 UNAUDITED CONSOLIDATED BALANCE SHEETS

	March 31, 2014		December 31, 2013
CURRENT ASSETS:
Cash	$  1,104,036		$  1,073,686
Accounts receivable	416,061	[1]	594,911	[1]
Prepaid expenses	92,234		58,495
Deferred tax asset, net	7,318		7,318
Total current assets	1,619,649		1,734,410
Property and equipment, net	153		188
Goodwill	79,809		79,809
Deposit	28,224		-
Deferred tax asset, net	491,516		491,516
Total assets	$  2,219,351		$  2,305,923
CURRENT LIABILITIES:
Accounts payable	73,556		74,334
Accrued expenses	149,840		155,498
Deferred revenue	3028		-
Derivative liability	497,920		514,222
CONVERTIBLE SECURED DEBENTURE PAYABLE, net of discount of $576,310	433,690		-
Total current liabilities	1,158,034		744,054
CONVERTIBLE SECURED DEBENTURE PAYABLE, net of discount of $744,643	-		265,357
Total liabilities	1,158,034		1,009,411
STOCKHOLDERS' EQUITY
Common stock	10,440		10,163
Additional paid-in capital	1,405,926		1,374,289
Retained earnings (accumulated deficit)	(355,049)		(87,940)
Total stockholders' equity	1,061,317		1,296,512
Total liabilities and stockholders' equity	$  2,219,351		$  2,305,923

Future Healthcare of America and Subsidiaries Balance Sheet (Parenthetical)
Statement of Financial Position	March 31, 2014	December 31, 2013
Allowance for doubtful accounts	20,200	20,200
Common stock authorized	200,000,000	200,000,000
Common stock par value	0.001	0.001
Common stock outstanding	10,439,734	10,063,249

The accompanying notes are an integral part of these financial statements.

3

FUTURE HEALTHCARE OF AMERICA

 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

		Three Months Ended
		March 31, 2014		March 31, 2013
REVENUE
Total Revenue	$	992,531	$	1,212,611
COST OF SERVICES
Total Cost of Services		732,850		838,862
Gross Profit		259,681		373,749
OPERATING EXPENSES
Selling expenses		14,739		20,287
General and administrative		117,753		105,604
Salaries, wages and related expenses		154,273		161,184
Consulting fees		67,827		57,740
Total Operating Expenses		354,592		344,815
INCOME FROM OPERATIONS		(94,911)		28,934
OTHER INCOME (EXPENSE):
Interest income		33		11
Interest expense		(188,533)		-
Gain on Derivative		16,302		-
Other income		-		2,387
Total Other Income		(172,198)		2,398
INCOME BEFORE INCOME TAXES		(267,109)		31,332
CURRENT INCOME TAX EXPENSE (BENEFIT)		-		-
DEFERRED INCOME TAX EXPENSE (BENEFIT)		-		-
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS	$	(267,109)	$	31,332
BASIC INCOME PER COMMON SHARE		(0.03)		0.003
BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING		10,196,981		10,063,249
DILUTED INCOME PER COMMON SHARE		(0.03)		0.003
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING		10,196,981		10,063,249

The accompanying notes are an integral part of these financial statements.

4

FUTURE HEALTHCARE OF AMERICA

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

		March 31, 2014		March 31, 2013
Cash Flows from Operating Activities
Net income	$	(267,109)	$	31,332
Adjustments to reconcile net income to net cash provided by operating activities:
Interest to be paid with stock		20,200		-
Stock issued to consultants		7,000		-
Depreciation and amortization expense		34		286
Accretion on discount		168,333		-
Gain on derivative instruments		(16,302)		-
Change in assets and liabilities:
Accounts receivable		177,132		(30,144)
Prepaid expenses		(61,963)		167
Accounts payable		(777)		15,806
Accrued expense		(945)		13,342
Deferred revenue		4,747		1,424
Net Cash Provided/(Used) by Operating Activities		30,350		32,213
Cash Flows from Investing Activities:
Purchase of property & equipment		-		-
Net Cash Used in Investing Activities		-		-
Cash Flows from Financing Activities:
Payments (to)/from FAB Universal		-		-
Net Cash Provided/ (Used) by Financing Activities		-		-
Net Increase (Decrease) in Cash		30,350		32,213
Cash at Beginning of Period		1,073,686		208,458
Cash at End of Period	$	1,104,036	$	240,671
Supplemental Disclosures of Cash Flow Information
Cash paid during the periods for:
Interest		-		-
Income taxes		-		-

   Supplemental Disclosures of Non-Cash Investing and Financing

     Activities:

	For the Three Months Ended
	March 31,
NON-CASH EXPENDITURES	2014	2013
Amortization of discount on note payable	168,333	-
Depreciation expense	34	286
Interest expense to be paid with stock	20,200	-
Change in FMV of derivative liability	(16,302)	-
Expenditures paid with issuance of common stock	7,000	-
Total non-cash expenditures	179,265	286

The accompanying notes are an integral part of these financial statements

5

FUTURE HEALTHCARE OF AMERICA

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization – On June 22, 2012, FAB Universal (FAB) formed Future Healthcare of America (“FHA”), a wholly owned subsidiary. On October 1, 2012, FHA operations were spun-off in a 1 for 1 dividend to the shareholders of record of FAB on September 5, 2012, the record date.  Interim Healthcare of Wyoming, Inc. ("Interim"), a Wyoming corporation, a wholly owned subsidiary of Future Healthcare of America, was organized on September 30, 1991.  Interim operates primarily in the home healthcare and healthcare staffing services in Wyoming and Montana.  On April 3, 2007, Interim purchased the operations of Professional Personnel, Inc., d.b.a., Professional Nursing Personnel Pool.

Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Management made assumptions and estimates for determining reserve for accounts receivable, obsolete inventory and in determining the impairment of definite life intangible assets and goodwill.  Actual results could differ from those estimated by management.

Cash and Cash Equivalents – The Company considers all highly liquid investments with an original maturity date of three months or less when purchased to be cash equivalents.  At March 31, 2014, the Company had $419,638 cash balances in excess of federally insured limits.

Accounts Receivable - Accounts receivable consist of trade receivables arising in the normal course of business. At March 31, 2014 and 2013, the Company has an allowance for doubtful accounts of $20,200, which reflects the Company's best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. During the three months ended March 31, 2014 and 2013, the Company adjusted the allowance for bad debt by $0.

Depreciation - Depreciation of property and equipment is provided on the straight-line method over the estimated useful lives.

Goodwill - Goodwill is evaluated for impairment annually in the fourth quarter of the Company’s fiscal year, and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of goodwill or a significant decrease in expected cash flows.

Income /(Loss) Per Share - The Company computes income (loss) per share in accordance with Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260 Earnings Per Share, which requires the Company to present basic earnings per share and diluted earnings per share when the effect is dilutive (see Note 7).

Leases - The Company accounts for leases in accordance with Financial FASB ASC Topic 840, (formerly Statement of Financial Accounting Standards SFAS No. 13 "Accounting for Leases").  Leases that meet one or more of the capital lease criteria of standard are recorded as a capital lease, all other leases are operating leases.

6

FUTURE HEALTHCARE OF AMERICA

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Income Taxes - The Company accounts for income taxes in accordance with FASB ASC Topic 740 Accounting for Income Taxes.  This topic requires an asset and liability approach for accounting for income taxes (see Note 8).

Advertising Costs - Advertising costs are expensed as incurred and amounted to $8,366 and $13,280 for the periods ending March 31, 2014 and 2013, respectively.

Fair Value of Financial Instruments – The Company accounts for fair value measurements for financial assets and financial liabilities in accordance with FASB ASC Topic 820. The authoritative guidance, which, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exit price, representing the amount that would either be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

•

Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities;

•

Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

•

Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Unless otherwise disclosed, the fair value of the Company’s financial instruments including cash, accounts receivable, prepaid expenses, and accounts payable and accrued expenses approximates their recorded values due to their short-term maturities.

Derivative Financial Instruments – The Company is required to recognize all of its derivative instruments as either assets or liabilities in the Consolidated Balance Sheets at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated, and is effective, as a hedge and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, or cash flow hedge. Gains and losses related to a hedge are either recognized in income immediately to offset the gain or loss on the hedged item or are deferred and reported as a component of Accumulated Other Comprehensive Income in the Stockholders' Equity and subsequently recognized in Net income when the hedged item affects Net income. The change in fair value of the ineffective portion of a financial instrument is recognized in Net income immediately. The gain or loss related to financial instruments that are not designated as hedges are recognized immediately in Net income.

Revenue Recognition - Revenue is generated from various payer’s including Medicare, Medicaid, Insurance Companies, and various other entities and individuals.  In accordance with FASB ASC Topic 605, Revenue is recognized when persuasive evidence of an arrangement exists, services have been provided, the price of services is fixed or determinable, and collection is reasonably assured. Payments received prior to services being provided are recorded as a liability (deferred revenue) until such services are performed.  Revenue is recorded as net revenue where contractual adjustments and discounts are deducted from Gross Revenue to determine net revenue.

Recently Enacted Accounting Standards - Recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

7

FUTURE HEALTHCARE OF AMERICA

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - PROPERTY & EQUIPMENT

The following is a summary of property and equipment at:

	Life		March 31, 2014		December 31, 2013
Furniture, fixtures and equipment	2-10 yrs	$	36,384	$	36,384
			36,384		36,384
Less: Accumulated depreciation			(36,231)		(36,196)
Property & equipment, net		$	153	$	188

Depreciation expense for the periods ended March 31, 2014 and 2013 was $34 and $286, respectively.

NOTE 3 - GOODWILL

Impairment - During the fourth quarter of 2013, FHA management performed its annual test of impairment of goodwill by comparing the net carrying value of the intangible asset with the fair value of the reporting unit.  Based upon the results of this analysis, it was determined that the goodwill was not impaired.

Goodwill - The following is a summary of goodwill:

		For the periods ended
		March 31,		December 31,
		2014		2013
Goodwill at beginning of period	$	79,809	$	79,809
Impairment		-		-
Goodwill at end of period	$	79,809	$	79,809

Goodwill consists of:		March 31,		December 31,
		2014		2013
Interim Healthcare of Wyoming - Billings	$	79,809	$	79,809
Total Goodwill	$	79,809	$	79,809

NOTE 4 – VARIABLE RATE SENIOR SECURED CONVERTIBLE DEBENTURE

On September 9, 2013, the Company closed a Subscription Agreement by which one institutional investor purchased a) a Variable Rate Senior (8% at March 31, 2014) Secured Convertible Note payable having a total principal amount of $1,010,000, convertible into common shares of the Company at the lesser of $0.25 per share or the average market price of the Company stock for the 20 days prior to the conversion and maturing March 9, 2015; b) Warrants to purchase a total of 3,030,000 shares of common stock, at $0.50 per share, exercisable for four years, and c) a greenshoe to purchase a total of 2,000,000 shares of common stock at $0.25 per share, exercisable for one year from the closing date. The fair value of the beneficial conversion feature of the warrants and greenshoe totaled $952,254 and was recorded as a derivative liability until the registration statement becomes effective. The Company recorded a discount on the note for beneficial conversion feature of the note.   The $952,254 discount on the beneficial conversion feature is being amortized as interest expense over the term of the note. As of March 31, 2014, the Company has amortized $375,944 of the discount, with the remaining $576,310 unamortized discount being offset against the outstanding balance of the note in the accompanying balance sheet.  As of March 31, 2014, the Company had accrued interest payable on the debenture of $20,200.

8

FUTURE HEALTHCARE OF AMERICA

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 – VARIABLE RATE SENIOR SECURED CONVERTIBLE DEBENTURE - Continued

Future Maturities of the note payable at March 31, 2014 are as follows:

Year ending March 31, 2014,

2015	$	1,010,000
2016		-
2017		-
2018		-
Thereafter		-
	$	1,010,000

NOTE 5 – DERIVATIVE FINANCIAL INSTRUMENTS

The Company entered into a variable rate senior secured convertible debenture, wherein the Company agreed to register the underlying share, warrants and greenshoe.  The fair value of the beneficial conversion feature of the warrants and greenshoe was estimated using the Black Scholes pricing model and totaled $952,254 upon issuance and was recorded as a derivative liability until the registration of the shares becomes effective.  As of March 31, 2014, the fair value of the unregistered conversion feature, warrants and green shoe was $497,920, and a gain totaling $16,302 was recorded for the three months ended March 31, 2014.

NOTE 6 – FAIR VALUE OF FINANCIAL INSTRUMENTS

The Fair Value Measurement and Disclosure Topic of FASB and ASC:

·

Defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, and establishes a framework for measuring fair value;

·

Establishes a three-level hierarchy for fair value measurement based upon the transparency of inputs to the valuation as of the measurement date;

·

Expands disclosures about financial instruments measured at fair value.

Financial assets and financial liabilities record on the Balance sheet at fair value are categorized based on the reliability of inputs to the valuation techniques as follows:

Level 1: Financial assets and financial liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the Company can access.

Level 2: Financial assets and financial liabilities whose values are based on the following:

Quoted prices for similar assets or liabilities in active markets; Quoted prices for identical or similar assets or liabilities in non-active markets or Valuation models whose inputs are observable, directly or indirectly, for substantially the full term of the assets or liability

Level 3: Financial assets and financial liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs may reflect our estimates of the assumptions that market participants would use in valuing the financial assets and financial liabilities.

9

FUTURE HEALTHCARE OF AMERICA

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 – FAIR VALUE OF FINANCIAL INSTRUMENTS - Continued

The following tables summarize Level 1, 2 and 3 financial assets and financial (liabilities) by their classification in the Consolidated Balance Sheet:

As of March 31, 2014:
	Level 1	Level 2	Level 3
Derivative liability – Registration rights of debenture, warrants and greenshoe	-	-	(497,920)

NOTE 7 - CAPITAL STOCK

Common Stock - The Company has authorized 200,000,000 shares of common stock, $0.001 par value.  As of March 31, 2014, 10,439,734 shares were issued and outstanding.  

On February 4, 2014, the Company issued 50,000 unregistered common shares valued at $7,000 for consulting services.

On February 18, 2014, the Company issued 226,485 common shares in payment of $24,913 of accrued interest.

NOTE 8 – WARRANTS AND GREENSHOE

A summary of the status of the warrants and greenshoe granted is presented below for the twelve months ended:

	March 31, 2014			December 31, 2013
	Shares		Weighted Average Exercise Price	Shares		Weighted Average Exercise Price
Outstanding at beginning of period	5,030,000	$	0.40	-	$	-
Granted	-		-	5,030,000		0.40
Exercised	-		-	-		-
Forfeited	-		-	-		-
Expired	-		-	-		-
Outstanding at end of period	5,030,000	$	0.40	5,030,000	$	0.40

On September 9, 2013, the Company closed a Subscription Agreement wherein the Company granted warrants to purchase a total of 3,030,000 shares of common stock, at $0.50 per share, exercisable for four years, and a greenshoe to purchase a total of 2,000,000 shares of common stock at $0.25 per share, exercisable for one year from the closing date

NOTE 9 - INCOME TAXES

The Company accounts for income taxes in accordance with FASB ASC Topic 740, Accounting for Income Taxes which requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting and any available operating loss or tax credit carryforwards.  At March 31, 2014 and March 31, 2013 the total of all deferred tax assets was $498,834 and $431,582, respectively, and the total of the deferred tax liabilities was $0 and $0, respectively.  The amount of and ultimate realization of the benefits from the deferred tax assets for income tax purposes is dependent, in part, upon the tax laws in effect, the Company’s future earnings, and other future events. The Company anticipates earnings in the near future and the realization of the benefit of the deferred tax assets.   We file U.S. federal, and U.S. states return, we are generally no longer subject to tax examinations for years prior to 2009 for U.S. federal and U.S. states tax returns.

10

FUTURE HEALTHCARE OF AMERICA

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 – LEASES

Operating Lease - The Company leases office space in Casper, Wyoming for $4,892 a month through June 2018.  The Company further leases space in Billings, Montana for of $1,475 a month through February 2015, and $1,490 a month through February 2017. The Company also leases office space in Palm Beach, Florida for $14,112 a month through July 2015.

The future minimum lease payments for non-cancelable operating leases having remaining terms in excess of one year as of March 31, 2014 are as follows:

Twelve months ending March 31

 Lease Payments

2015

245,693

2016

133,032

2017

75,094

2018

58,704

2019

14,676

Thereafter

-

Total Minimum Lease Payments

$

527,199

Lease expense charged to operations was $42,691 and $18,594 for the three months ended March 31, 2014 and 2013, respectively.

NOTE 11 – INCOME/(LOSS) PER SHARE

The following data shows the amounts used in computing income (loss) per share and the weighted average number of shares of common stock outstanding for the periods presented for the periods ended:

		For the Three Months
		March 31
		2014		2013
Income/(Loss) from continuing operations available to common stockholders (numerator)	$	(267,109)	$	31,332
Income/(Loss) available to common stockholders (numerator)		(267,109)		31,332
Weighted average number of common shares outstanding during the period used in loss per share (denominator)		10,196,981		10,063,249

At March 31, 2014 and 2013, the Company had 3,030,000 and 0, respectively  warrants  to purchase common stock of the Company at $0.50 per share, and an greenshoe option  outstanding to purchase 2,000,000 and 0, respectively shares of common stock of the Company at $0.25 per share and a convertible debenture payable wherein the holder could convert the note and underlying accrued interest into a minimum of 4,139,652 and 0, respectively shares of common stock which were not included in the loss per share computation because their effect would be anti-dilutive.

NOTE 12 - SUBSEQUENT EVENTS

Subsequent events have been evaluated through the date and time of this report:

On April 22, 2014, the Company issued 175,897 common shares in payment of $20,200 of accrued interest.

11

Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations.

Safe Harbor Statement.

Statements made in this Form 10-Q which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and business of the Company, including, without limitation, (i) our ability to gain a larger share of the home healthcare industry, our ability to continue to develop services acceptable to our industry, our ability to retain our business relationships, and our ability to raise capital and the growth of the home healthcare industry, and (ii) statements preceded by, followed by or that include the words "may", "would", "could", "should", "expects", "projects", "anticipates", "believes", "estimates", "plans", "intends", "targets", "tend" or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond the Company's control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, in addition to those contained in the Company's reports on file with the Securities and Exchange Commission: general economic or industry conditions, nationally and/or in the communities in which the Company conducts business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, changes in the home healthcare industry, the development of services that may be superior to the services offered by the Company, competition, changes in the quality or composition of the Company's services, our ability to develop new services, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting the Company’s operations, services and prices.

Accordingly, results actually achieved may differ materially from expected results in these statements.  Forward-looking statements speak only as of the date they are made.  The Company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Business Highlights

Based in Casper, Wyoming, and Billings, Montana, FHA’s wholly-owned subsidiary, Interim Healthcare of Wyoming, Inc., a Wyoming corporation (“Interim”), is an independent franchisee of Interim HealthCare that has been serving its community for 18 years and is providing a wide range of visiting nurse services to the elderly, wounded and sick. It is one of the 300 independent home health agencies that comprise the Interim HealthCare network. Our business consists of providing healthcare services for those in need.  We record all revenue and expenses and provide all services under one umbrella.  Below is a description of our Home Healthcare and Staffing operations.

As the census (number of patients utilizing facilities) in the hospitals fluctuates, we are taking the necessary steps to position ourselves for the ups and downs of the census for these facilities.  Our home healthcare service continued to generate the majority or our revenue during the first quarter of 2014.

During the first quarter of 2014, FHA experienced an 18% decrease in revenue over the first quarter of 2013.  This was driven by decreases across both locations as well as within both staffing and home health businesses.

In 2014, we have seen a decrease in the census within the hospitals in both locations as well as the utilization of our staffing services in Billings, Montana.  During the first quarter of 2014, we have seen a significant decrease in the utilization of our staffing services as our clients set their goals and objectives for operating their facilities.  These facilities are reducing the utilization of our staffing services. As for our operations, we anticipate the trends seen in the fourth quarter of 2013 and the first quarter of 2014 to continue throughout the remainder of 2014.  As such, we will continue to evaluate opportunities to expand the realm of services we offer.  Promotional activities and operations are being managed as the offices experience fluctuations in the day-to-day activities and as we embark on new business opportunities.

12

Our home healthcare business continues to be a substantial revenue generator for our Company as our country's population ages and new methods of patient data capture become critical components for delivering high quality, affordable healthcare services in a patient's home.  Although this has been a gradual process, we continue to build a solid business that will offer a complimentary package of new technology and traditional services.

Home Healthcare

Through trained health care professionals, FHA provides home care services including senior care and pediatric nursing; physical, occupational and speech therapy.  FHA offices deliver quality home care and treat each patient with genuine compassion, kindness and respect.  FHA provides health care professionals at all skill levels, including registered nurses, therapists, LPN's and certified home health aides. FHA derives is revenue from multiple payer sources.  These include Medicare, Medicaid, Insurance, Medicaid LTW, and Private Payers.  Because our officers are located in areas that do not contain a large population base (less than 200,000 residents), we continually explore opportunities to increase our revenue with our current payer sources and expand through new sources of revenue.   The healthcare team is utilized across all payer sources, including staffing services.  Our customer base comes from referrals from hospitals, rehab facilities, nursing homes, assisted living facilities and previous patients.

In additional to our professional team, we employ a management team at each facility to handle the day to day direction of the office.  This is provided by our Administrators.  We also have a Director of Nursing in each location. This person is responsible for the day to day oversight of the service providers and ensuring the certified professionals obtain the necessary training to maintain their certificates as well as the training necessary to be in compliance with all regulating organizations.

Staffing

FHA provide nurses, nurse aides and management services to hospitals, prisons, schools, corporations and other health care facilities.  FHA’s success is based on our ability to recruit the best health care professionals and the responsiveness of our local managers to fill the needs of our clients in a timely manner.   Additionally, we work with our clients should they decide they would like to hire our service professional on a full time basis.  Another key to our success is the personal relationship that our management and sales team build with each of our existing and new clients.  As noted previously, in order to reduce turnover of our service team by providing as many hours as possible, similar to the hours of a full-time employee, we utilize the same service team members across all payer sources.

As each of our businesses is located in smaller based population areas of the country, the competition is significantly heightened and the relationships maintained with our clients become very critical to the continued success of our operations.

As we provide diversified services and accept payments from multiple payer sources, we are not heavily dependent on a few clients in order for our business to be successful.

Results of Operations

Three Months Ended March 31, 2014 and 2013.

During the three months ended March 31, 2014, FHA recorded revenues of $992,531, an 18% decrease over revenues of $1,212,611 for the same period in 2013.  The decrease for 2014 reflects a decrease in revenue driven by a significant decrease in the use of our staffing services in Billings, Montana in comparison to prior year, down 29%.  This was driven by our staffing clients make strategic changes in directions to meet their goals and objectives, and reflects a continuation of the trend we experience in the fourth quarter of 2013.  We also saw decreases in our home health businesses, down 7% in Billings, and down 15% in Casper.

For the quarter ended March 31, 2014, cost of services totaled $732,850, a 13% decrease as compared to $838,862 in the comparable period of 2013. This is a reflection of the costs associated with the decrease in revenue. FHA posted a gross profit of $259,681 during the first quarter 2014, versus a gross profit of $373,749 for the first quarter of 2013, a decrease of 30%.

13

FHA recorded total operating expenses of $354,592 during the first quarter of 2014, a 3% increase as compared to operating expenses of $344,815 in the same period of 2013.  General and administrative expenses totaled $117,753 in the first quarter 2014 versus $105,604 in the first quarter 2013, an increase of 12%, due to an increase in rent expense for the office space added.  Consulting fees increased from $57,740 to $67,827 when comparing the first quarter of 2013 versus 2014.  The increase was driven by addition of a consultant to assist in the growth of the organization through expansion in the healthcare industry. Salaries, wages and related expenses decreased to $154,273 in the first quarter of 2014 from $161,184 in 2013, a decrease of 4%.  This decrease was driven by the decrease in bonus due to the poor performance in the first quarter. Selling expenses in the first quarter of 2014 were $14,739 versus $20,287 in the comparable quarter of 2013, driven by decreased spending for advertising.

FHA’s net loss available to common shareholders was $267,109 for the first quarter of 2014.  This represents a 952% decrease from our net income of $31,332 in the first quarter of 2013. A significant portion of this change was due the recording of accretion of interest ($168,333) on the discount on the note payable

Liquidity and Capital Resources.

Cash on hand was $1,104,036 at March 31, 2014, an increase of $30,350 from the $1,073,686 on hand at December 31, 2014.  Cash provided by operations for the three months ended March 31, 2014, was $30,350, a decrease of $1,863 over the $32,213 cash provided by operations for the three months ended March 31, 2013.  The decrease in accounts receivable is a direct result of the collections efforts experienced during the first three months of 2014 and was the catalyst for the operations providing the increase in cash during the first quarter of 2014.

Overall, the operations of FHA generated the increase in the cash balance of $30,350 from December 31, 2013 to March 31, 2014.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.  

Not required for smaller reporting companies.

Item 4. Controls and Procedures.

(a)  Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")), which we refer to as disclosure controls, are controls and procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this report, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any control system. A control system, no matter how well conceived and operated, can provide only reasonable assurance that its objectives are met. No evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

As of March 31, 2014, an evaluation was carried out under the supervision and with the participation of our management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls.  Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of such date, the design and operation of these disclosure controls were effective to accomplish their objectives at the reasonable assurance level.

(b)  Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), occurred during the fiscal quarter ended March 31, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

14

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

Future Healthcare of America is involved in routine legal and administrative proceedings and claims of various types. We have no material pending legal or administrative proceedings, other than ordinary routine litigation incidental to our business, to which we or any of our subsidiaries are a party or of which any property is the subject.  While any proceeding or claim contains an element of uncertainty, management does not expect that any such proceeding or claim will have a material adverse effect on our results of operations or financial position.

Item 1A.   Risk Factors.

Not required for smaller reporting companies.

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.

The following table provides information about all "unregistered" and "restricted" securities that Future Healthcare of America has issued during the three month period ended March 31, 2014, which were not registered under the Securities Act of 1933, as amended (the "Securities Act"):

Name	Date	Shares	Value	Description
R Souaid Family Holdings	2/4/2014	50,000	$     7,000	Consulting Services

Management believes that this issuance was exempt from registration under the Securities Act pursuant to Section 4(2) thereof and Rule 506 of Regulation D promulgated thereunder.

Item 3.   Defaults Upon Senior Securities.

None; not applicable.

Item 4.   Mine Safety Disclosures.

None; not applicable.

Item 5.   Other Information.

(a)

None; not applicable.

(b)  During the quarterly period ended March 31, 2014, there were no changes to the procedures by which shareholders may recommend nominees to the Company’s board of directors.

Item 6.   Exhibits.

Exhibit No.

Description

31.1

302 Certification of Christopher J. Spencer

31.2  

302 Certification of John Busshaus

32

 906 Certification.

15

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

                                         FUTURE HEALTHCARE OF AMERICA

Date:	5/9/14	By:	/s/ Christopher J. Spencer
			Christopher J. Spencer
			Chief Executive Officer and President and Director

Date:	5/9/14	/s/ John Busshaus
		John Busshaus
		Chief Financial Officer

Date:	5/9/14	/s/  Denis Yevstifeyev
		Denis Yevstifeyev
		Director

Date:	5/9/14	/s/  Douglas Polinsky
		Douglas Polinsky
		Director

Date:	5/9/14	/s/ J. Gregory Smith
		J. Gregory Smith
		Director

16

EX-31

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I, Christopher J. Spencer, certify that:

1.

I have reviewed this report on Form 10-Q of Future Healthcare of America;

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 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, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under 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 principals;

c)

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

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.

Date:	5/9/14	By:	/s/ Christopher J. Spencer
			Christopher J. Spencer
			Chief Executive Officer and President

EX-31

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I, John Busshaus, certify that:

1.

I have reviewed this report on Form 10-Q of Future Healthcare of America;

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 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, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under 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 principals;

c)

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

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.

Date:	5/9/14	By:	/s/ John Busshaus
			John Busshaus
			Chief Financial Officer

EX-32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Future Healthcare of America (the "Registrant") on Form 10-Q for the period ending March 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the "Quarterly Report"), we, Christopher J. Spencer, President, CEO and Treasurer and John Busshaus, Chief Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Quarterly Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and result of operations of the Registrant.

Date:	5/9/14	By:	/s/ Christopher J. Spencer
			Christopher J. Spencer
			Chief Executive Officer and President

Date:	5/9/14	By:	/s/ John Busshaus
			John Busshaus
			Chief Financial Officer

XML

INCOME/(LOSS) PER SHARE (Narrative) (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	3,030,000	0
Exercise price per share	$ 0.50
Greenshoe [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	2,000,000	0
Exercise price per share	$ 0.25
Convertible debenture [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	4,139,652	0

XML

WARRANTS AND GREENSHOE (Narrative) (Details) (USD $)	3 Months Ended
	Mar. 31, 2014
Warrants [Member]
Class of Warrant or Right [Line Items]
Number of shares purchasable	3,030,000
Exercise price per share	$ 0.50
Exercisable period	4 years
Greenshoe [Member]
Class of Warrant or Right [Line Items]
Number of shares purchasable	2,000,000
Exercise price per share	$ 0.25
Exercisable period	1 year

XML

INCOME/(LOSS) PER SHARE (Tables)

3 Months Ended

Mar. 31, 2014

INCOME/(LOSS) PER SHARE [Abstract]

Schedule of Income/(Loss) Per Share

		For the Three Months
		March 31
		2014		2013
Income/(Loss) from continuing operations available to common stockholders (numerator)	$	(267,109)	$	31,332
Income/(Loss) available to common stockholders (numerator)		(267,109)		31,332
Weighted average number of common shares outstanding during the period used in loss per share (denominator)		10,196,981		10,063,249

XML

LEASES (Schedule of Future Minimum Lease Payments) (Details) (USD $)	Mar. 31, 2014
Twelve months ending March 31
2015	$ 245,693
2016	133,032
2017	75,094
2018	58,704
2019	14,676
Thereafter
Total Minimum Lease Payment	$ 527,199

XML

VARIABLE RATE SENIOR SECURED CONVERTIBLE DEBENTURE

3 Months Ended

Mar. 31, 2014

VARIABLE RATE SENIOR SECURED CONVERTIBLE DEBENTURE [Abstract]

VARIABLE RATE SENIOR SECURED CONVERTIBLE DEBENTURE

NOTE 4 - VARIABLE RATE SENIOR SECURED CONVERTIBLE DEBENTURE

On September 9, 2013, the Company closed a Subscription Agreement by which one institutional investor purchased a) a Variable Rate Senior (8% at March 31, 2014) Secured Convertible Note payable having a total principal amount of $1,010,000, convertible into common shares of the Company at the lesser of $0.25 per share or the average market price of the Company stock for the 20 days prior to the conversion and maturing March 9, 2015; b) Warrants to purchase a total of 3,030,000 shares of common stock, at $0.50 per share, exercisable for four years, and c) a greenshoe to purchase a total of 2,000,000 shares of common stock at $0.25 per share, exercisable for one year from the closing date. The fair value of the beneficial conversion feature of the warrants and greenshoe totaled $952,254 and was recorded as a derivative liability until the registration statement becomes effective. The Company recorded a discount on the note for beneficial conversion feature of the note.   The $952,254 discount on the beneficial conversion feature is being amortized as interest expense over the term of the note. As of March 31, 2014, the Company has amortized $375,944 of the discount, with the remaining $576,310 unamortized discount being offset against the outstanding balance of the note in the accompanying balance sheet.  As of March 31, 2014, the Company had accrued interest payable on the debenture of $20,200.

Future Maturities of the note payable at March 31, 2014 are as follows:

Year ending March 31, 2014,

2015	$	1,010,000
2016		-
2017		-
2018		-
Thereafter		-
	$	1,010,000

XML

VARIABLE RATE SENIOR SECURED CONVERTIBLE DEBENTURE (Details) (USD $)	3 Months Ended		7 Months Ended	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014	Dec. 31, 2013
VARIABLE RATE SENIOR SECURED CONVERTIBLE DEBENTURE [Abstract]
Principal amount	$ 1,010,000		$ 1,010,000
Variable interest rate	8.00%		8.00%
Conversion price per share	$ 0.25		$ 0.25
Trading days prior to conversion	20 days
Maturity date	Mar. 09, 2015
Beneficial conversion feature	497,920			952,254
Derivative liability	497,920		497,920	514,222
Amortization of discount on note payable	168,333		375,944
Unamortized discount	576,310		576,310	744,643
Accrued interest	20,200		20,200
Future Maturities of the note payable
2015	1,010,000		1,010,000
2016
2017
2018
Thereafter
Total	$ 1,010,000		$ 1,010,000
Warrants [Member]
Class of Warrant or Right [Line Items]
Number of shares purchasable	3,030,000		3,030,000
Exercise price per share	$ 0.50		$ 0.50
Exercisable period	4 years
Greenshoe [Member]
Class of Warrant or Right [Line Items]
Number of shares purchasable	2,000,000		2,000,000
Exercise price per share	$ 0.25		$ 0.25
Exercisable period	1 year

XML

GOODWILL (Details) (USD $)	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Goodwill [Line Items]
Goodwill at beginning of period	$ 79,809	$ 79,809
Impairment
Goodwill at end of period	79,809	79,809
Interim Healthcare of Wyoming - Billings [Member]
Goodwill [Line Items]
Goodwill at end of period	$ 79,809	$ 79,809

XML

DERIVATIVE FINANCIAL INSTRUMENTS (Details) (USD $)	3 Months Ended		12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
DERIVATIVE FINANCIAL INSTRUMENTS [Abstract]
Beneficial conversion feature	$ 497,920		$ 952,254
Derivative liability	497,920		514,222
Gain from change in fair value of derivative liability	$ 16,302

XML

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) (USD $)	Mar. 31, 2014
Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability - Registration rights of debenture, warrants and greenshoe
Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability - Registration rights of debenture, warrants and greenshoe
Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability - Registration rights of debenture, warrants and greenshoe	$ (497,920)

XML

GOODWILL

3 Months Ended

Mar. 31, 2014

GOODWILL [Abstract]

GOODWILL

NOTE 3 - GOODWILL

Impairment - During the fourth quarter of 2013, FHA management performed its annual test of impairment of goodwill by comparing the net carrying value of the intangible asset with the fair value of the reporting unit.  Based upon the results of this analysis, it was determined that the goodwill was not impaired.

Goodwill - The following is a summary of goodwill:

		For the periods ended
		March 31,		December 31,
		2014		2013
Goodwill at beginning of period	$	79,809	$	79,809
Impairment		-		-
Goodwill at end of period	$	79,809	$	79,809

Goodwill consists of:		March 31,		December 31,
		2014		2013
Interim Healthcare of Wyoming - Billings	$	79,809	$	79,809
Total Goodwill	$	79,809	$	79,809

XML

CAPITAL STOCK (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
CAPITAL STOCK [Abstract]
Common stock authorized	200,000,000	200,000,000
Common stock par value	$ 0.001	$ 0.001
Common stock outstanding	10,439,734	10,063,249
Common stock issued	10,439,734
Issuance of common stock for services, shares	50,000
Issuance of common stock for services	$ 7,000
Issuance of common stock for accrued liabilities, shares	226,485
Issuance of common stock for accrued liabilities	$ 24,913

XML

SUBSEQUENT EVENTS (Details) (USD $)	3 Months Ended	4 Months Ended
	Mar. 31, 2014	Apr. 22, 2014 Subsequent Event [Member]
Subsequent Event [Line Items]
Issuance of common stock for accrued liabilities, shares	226,485	175,897
Issuance of common stock for accrued liabilities	$ 24,913	$ 20,200

XML

CONSOLIDATED BALANCE SHEETS (USD $)	Mar. 31, 2014	Dec. 31, 2013
CURRENT ASSETS:
Cash	$ 1,104,036	$ 1,073,686
Accounts receivable	416,061	594,911
Prepaid expenses	92,234	58,495
Deferred tax asset, net	7,318	7,318
Total current assets	1,619,649	1,734,410
Property and equipment, net	153	188
Goodwill	79,809	79,809
Deposit	28,224
Deferred tax asset, net	491,516	491,516
Total assets	2,219,351	2,305,923
CURRENT LIABILITIES:
Accounts payable	73,556	74,334
Accrued expenses	149,840	155,498
Deferred revenue	3,028
Derivative liability	497,920	514,222
CONVERTIBLE SECURED DEBENTURE PAYABLE, net of discount of $576,310	433,690
Total current liabilities	1,158,034	744,054
CONVERTIBLE SECURED DEBENTURE PAYABLE, net of discount of $744,643		265,357
Total liabilities	1,158,034	1,009,411
STOCKHOLDERS' EQUITY
Common stock	10,440	10,163
Additional paid-in capital	1,405,926	1,374,289
Retained earnings (accumulated deficit)	(355,049)	(87,940)
Total stockholders' equity	1,061,317	1,296,512
Total liabilities and stockholders' equity	$ 2,219,351	$ 2,305,923

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2014

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization - On June 22, 2012, FAB Universal (FAB) formed Future Healthcare of America ("FHA"), a wholly owned subsidiary. On October 1, 2012, FHA operations were spun-off in a 1 for 1 dividend to the shareholders of record of FAB on September 5, 2012, the record date.  Interim Healthcare of Wyoming, Inc. ("Interim"), a Wyoming corporation, a wholly owned subsidiary of Future Healthcare of America, was organized on September 30, 1991.  Interim operates primarily in the home healthcare and healthcare staffing services in Wyoming and Montana.  On April 3, 2007, Interim purchased the operations of Professional Personnel, Inc., d.b.a., Professional Nursing Personnel Pool.

Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Management made assumptions and estimates for determining reserve for accounts receivable, obsolete inventory and in determining the impairment of definite life intangible assets and goodwill.  Actual results could differ from those estimated by management.

Cash and Cash Equivalents - The Company considers all highly liquid investments with an original maturity date of three months or less when purchased to be cash equivalents.  At March 31, 2014, the Company had $419,638 cash balances in excess of federally insured limits.

Accounts Receivable - Accounts receivable consist of trade receivables arising in the normal course of business. At March 31, 2014 and 2013, the Company has an allowance for doubtful accounts of $20,200, which reflects the Company's best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. During the three months ended March 31, 2014 and 2013, the Company adjusted the allowance for bad debt by $0.

Depreciation - Depreciation of property and equipment is provided on the straight-line method over the estimated useful lives.

Goodwill - Goodwill is evaluated for impairment annually in the fourth quarter of the Company's fiscal year, and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of goodwill or a significant decrease in expected cash flows.

Income /(Loss) Per Share - The Company computes income (loss) per share in accordance with Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 260 Earnings Per Share, which requires the Company to present basic earnings per share and diluted earnings per share when the effect is dilutive (see Note 7).

Leases - The Company accounts for leases in accordance with Financial FASB ASC Topic 840, (formerly Statement of Financial Accounting Standards SFAS No. 13 "Accounting for Leases").  Leases that meet one or more of the capital lease criteria of standard are recorded as a capital lease, all other leases are operating leases.

Income Taxes - The Company accounts for income taxes in accordance with FASB ASC Topic 740 Accounting for Income Taxes.  This topic requires an asset and liability approach for accounting for income taxes (see Note 8).

Advertising Costs - Advertising costs are expensed as incurred and amounted to $8,366 and $13,280 for the periods ending March 31, 2014 and 2013, respectively.

Fair Value of Financial Instruments - The Company accounts for fair value measurements for financial assets and financial liabilities in accordance with FASB ASC Topic 820. The authoritative guidance, which, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exit price, representing the amount that would either be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

•

Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities;

•

Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

•

Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Unless otherwise disclosed, the fair value of the Company's financial instruments including cash, accounts receivable, prepaid expenses, and accounts payable and accrued expenses approximates their recorded values due to their short-term maturities.

Derivative Financial Instruments - The Company is required to recognize all of its derivative instruments as either assets or liabilities in the Consolidated Balance Sheets at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated, and is effective, as a hedge and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, or cash flow hedge. Gains and losses related to a hedge are either recognized in income immediately to offset the gain or loss on the hedged item or are deferred and reported as a component of Accumulated Other Comprehensive Income in the Stockholders' Equity and subsequently recognized in Net income when the hedged item affects Net income. The change in fair value of the ineffective portion of a financial instrument is recognized in Net income immediately. The gain or loss related to financial instruments that are not designated as hedges are recognized immediately in Net income.

Revenue Recognition - Revenue is generated from various payer's including Medicare, Medicaid, Insurance Companies, and various other entities and individuals.  In accordance with FASB ASC Topic 605, Revenue is recognized when persuasive evidence of an arrangement exists, services have been provided, the price of services is fixed or determinable, and collection is reasonably assured. Payments received prior to services being provided are recorded as a liability (deferred revenue) until such services are performed.  Revenue is recorded as net revenue where contractual adjustments and discounts are deducted from Gross Revenue to determine net revenue.

Recently Enacted Accounting Standards - Recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on the Company's present or future financial statements.

XML

INCOME TAXES (Narrative) (Details) (USD $)	Mar. 31, 2014	Mar. 31, 2013
INCOME TAXES [Abstract]
Deferred tax assets	$ 498,834	$ 431,582
Deferred tax liabilities	$ 0	$ 0

XML

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Mar. 31, 2014

FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract]

Schedule of Assets (Liabilities) Measured at Fair Value

As of March 31, 2014:
	Level 1	Level 2	Level 3
Derivative liability - Registration rights of debenture, warrants and greenshoe	-	-	(497,920)

XML

LEASES (Narrative) (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
LEASES [Abstract]
Lease expense	$ 42,691	$ 18,594
Casper, Wyoming [Member]
Operating Leased Assets [Line Items]
Monthly lease	4,892
Billings, Montana [Member]
Operating Leased Assets [Line Items]
Monthly lease	1,475
Future monthly lease	1,490
Palm Beach, Florida [Member]
Operating Leased Assets [Line Items]
Monthly lease	$ 14,112

XML

LEASES (Tables)

3 Months Ended

Mar. 31, 2014

LEASES [Abstract]

Schedule of Future Minimum Lease Payments

Twelve months ending March 31

 Lease Payments

2015

245,693

2016

133,032

2017

75,094

2018

58,704

2019

14,676

Thereafter

-

Total Minimum Lease Payments

$

527,199

XML

PROPERTY AND EQUIPMENT

3 Months Ended

Mar. 31, 2014

PROPERTY AND EQUIPMENT [Abstract]

PROPERTY AND EQUIPMENT

NOTE 2 - PROPERTY & EQUIPMENT

The following is a summary of property and equipment at:

	Life		March 31, 2014		December 31, 2013
Furniture, fixtures and equipment	2-10 yrs	$	36,384	$	36,384
			36,384		36,384
Less: Accumulated depreciation			(36,231)		(36,196)
Property & equipment, net		$	153	$	188

Depreciation expense for the periods ended March 31, 2014 and 2013 was $34 and $286, respectively.

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013
CONSOLIDATED BALANCE SHEETS [Abstract]
Allowance for doubtful accounts	$ 20,200	$ 20,200	$ 20,200
Unamortized discount	$ 576,310	$ 744,643
Common stock authorized	200,000,000	200,000,000
Common stock par value	$ 0.001	$ 0.001
Common stock outstanding	10,439,734	10,063,249

XML

SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2014

SUBSEQUENT EVENTS [Abstract]

SUBSEQUENT EVENTS

NOTE 12 - SUBSEQUENT EVENTS

Subsequent events have been evaluated through the date and time of this report:

On April 22, 2014, the Company issued 175,897 common shares in payment of $20,200 of accrued interest.

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2014	May 04, 2014
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2014
Entity Registrant Name	Future Healthcare of America
Entity Central Index Key	0001552845
Entity Filer Category	Smaller Reporting Company
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2014
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		10,615,631

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policy)

3 Months Ended

Mar. 31, 2014

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

Organization

Organization - On June 22, 2012, FAB Universal (FAB) formed Future Healthcare of America ("FHA"), a wholly owned subsidiary. On October 1, 2012, FHA operations were spun-off in a 1 for 1 dividend to the shareholders of record of FAB on September 5, 2012, the record date.  Interim Healthcare of Wyoming, Inc. ("Interim"), a Wyoming corporation, a wholly owned subsidiary of Future Healthcare of America, was organized on September 30, 1991.  Interim operates primarily in the home healthcare and healthcare staffing services in Wyoming and Montana.  On April 3, 2007, Interim purchased the operations of Professional Personnel, Inc., d.b.a., Professional Nursing Personnel Pool.

Accounting Estimates

Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Management made assumptions and estimates for determining reserve for accounts receivable, obsolete inventory and in determining the impairment of definite life intangible assets and goodwill.  Actual results could differ from those estimated by management.

Cash and Cash Equivalents

Cash and Cash Equivalents - The Company considers all highly liquid investments with an original maturity date of three months or less when purchased to be cash equivalents.  At March 31, 2014, the Company had $419,638 cash balances in excess of federally insured limits.

Accounts Receivable

Accounts Receivable - Accounts receivable consist of trade receivables arising in the normal course of business. At March 31, 2014 and 2013, the Company has an allowance for doubtful accounts of $20,200, which reflects the Company's best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. During the three months ended March 31, 2014 and 2013, the Company adjusted the allowance for bad debt by $0.

Depreciation

Depreciation - Depreciation of property and equipment is provided on the straight-line method over the estimated useful lives.

Goodwill

Goodwill - Goodwill is evaluated for impairment annually in the fourth quarter of the Company's fiscal year, and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of goodwill or a significant decrease in expected cash flows.

Income /(Loss) Per Share

Income /(Loss) Per Share - The Company computes income (loss) per share in accordance with Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 260 Earnings Per Share, which requires the Company to present basic earnings per share and diluted earnings per share when the effect is dilutive (see Note 7).

Leases

Leases - The Company accounts for leases in accordance with Financial FASB ASC Topic 840, (formerly Statement of Financial Accounting Standards SFAS No. 13 "Accounting for Leases").  Leases that meet one or more of the capital lease criteria of standard are recorded as a capital lease, all other leases are operating leases.

Income Taxes

Income Taxes - The Company accounts for income taxes in accordance with FASB ASC Topic 740 Accounting for Income Taxes.  This topic requires an asset and liability approach for accounting for income taxes (see Note 8).

Advertising Costs

Advertising Costs - Advertising costs are expensed as incurred and amounted to $8,366 and $13,280 for the periods ending March 31, 2014 and 2013, respectively.

Fair Value of Financial Instruments

Fair Value of Financial Instruments - The Company accounts for fair value measurements for financial assets and financial liabilities in accordance with FASB ASC Topic 820. The authoritative guidance, which, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exit price, representing the amount that would either be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

•

Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities;

•

Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

•

Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Unless otherwise disclosed, the fair value of the Company's financial instruments including cash, accounts receivable, prepaid expenses, and accounts payable and accrued expenses approximates their recorded values due to their short-term maturities.

Derivative Financial Instruments

Derivative Financial Instruments - The Company is required to recognize all of its derivative instruments as either assets or liabilities in the Consolidated Balance Sheets at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated, and is effective, as a hedge and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, or cash flow hedge. Gains and losses related to a hedge are either recognized in income immediately to offset the gain or loss on the hedged item or are deferred and reported as a component of Accumulated Other Comprehensive Income in the Stockholders' Equity and subsequently recognized in Net income when the hedged item affects Net income. The change in fair value of the ineffective portion of a financial instrument is recognized in Net income immediately. The gain or loss related to financial instruments that are not designated as hedges are recognized immediately in Net income.

Revenue Recognition

Revenue Recognition - Revenue is generated from various payer's including Medicare, Medicaid, Insurance Companies, and various other entities and individuals.  In accordance with FASB ASC Topic 605, Revenue is recognized when persuasive evidence of an arrangement exists, services have been provided, the price of services is fixed or determinable, and collection is reasonably assured. Payments received prior to services being provided are recorded as a liability (deferred revenue) until such services are performed.  Revenue is recorded as net revenue where contractual adjustments and discounts are deducted from Gross Revenue to determine net revenue.

Recently Enacted Accounting Standards

Recently Enacted Accounting Standards - Recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on the Company's present or future financial statements.

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
REVENUE
Total Revenue	$ 992,531	$ 1,212,611
COST OF SERVICES
Total Cost of Services	732,850	838,862
Gross Profit	259,681	373,749
OPERATING EXPENSES
Selling expenses	14,739	20,287
General and administrative	117,753	105,604
Salaries, wages and related expenses	154,273	161,184
Consulting fees	67,827	57,740
Total Operating Expenses	354,592	344,815
INCOME FROM OPERATIONS	(94,911)	28,934
OTHER INCOME (EXPENSE):
Interest income	33	11
Interest expense	(188,533)
Gain on Derivative	16,302
Other income		2,387
Total Other Income	(172,198)	2,398
INCOME BEFORE INCOME TAXES	(267,109)	31,332
CURRENT INCOME TAX EXPENSE (BENEFIT)
DEFERRED INCOME TAX EXPENSE (BENEFIT)
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS	$ (267,109)	$ 31,332
BASIC INCOME PER COMMON SHARE	$ (0.03)	$ 0.003
BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING	10,196,981	10,063,249
DILUTED INCOME PER COMMON SHARE	$ (0.03)	$ 0.003
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING	10,196,981	10,063,249

XML

CAPITAL STOCK

3 Months Ended

Mar. 31, 2014

CAPITAL STOCK [Abstract]

CAPITAL STOCK

NOTE 7 - CAPITAL STOCK

Common Stock - The Company has authorized 200,000,000 shares of common stock, $0.001 par value.  As of March 31, 2014, 10,439,734 shares were issued and outstanding.  

On February 4, 2014, the Company issued 50,000 unregistered common shares valued at $7,000 for consulting services.

On February 18, 2014, the Company issued 226,485 common shares in payment of $24,913 of accrued interest.

XML

FAIR VALUE OF FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 2014

FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract]

FAIR VALUE OF FINANCIAL INSTRUMENTS

NOTE 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The Fair Value Measurement and Disclosure Topic of FASB and ASC:

·

Defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, and establishes a framework for measuring fair value;

·

Establishes a three-level hierarchy for fair value measurement based upon the transparency of inputs to the valuation as of the measurement date;

·

Expands disclosures about financial instruments measured at fair value.

Financial assets and financial liabilities record on the Balance sheet at fair value are categorized based on the reliability of inputs to the valuation techniques as follows:

Level 1: Financial assets and financial liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the Company can access.

Level 2: Financial assets and financial liabilities whose values are based on the following:

Quoted prices for similar assets or liabilities in active markets; Quoted prices for identical or similar assets or liabilities in non-active markets or Valuation models whose inputs are observable, directly or indirectly, for substantially the full term of the assets or liability

Level 3: Financial assets and financial liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs may reflect our estimates of the assumptions that market participants would use in valuing the financial assets and financial liabilities.

The following tables summarize Level 1, 2 and 3 financial assets and financial (liabilities) by their classification in the Consolidated Balance Sheet:

As of March 31, 2014:
	Level 1	Level 2	Level 3
Derivative liability - Registration rights of debenture, warrants and greenshoe	-	-	(497,920)

XML

WARRANTS AND GREENSHOE (Tables)

3 Months Ended

Mar. 31, 2014

WARRANTS AND GREENSHOE [Abstract]

Summary of Activity

	March 31, 2014			December 31, 2013
	Shares		Weighted Average Exercise Price	Shares		Weighted Average Exercise Price
Outstanding at beginning of period	5,030,000	$	0.40	-	$	-
Granted	-		-	5,030,000		0.40
Exercised	-		-	-		-
Forfeited	-		-	-		-
Expired	-		-	-		-
Outstanding at end of period	5,030,000	$	0.40	5,030,000	$	0.40

XML

PROPERTY AND EQUIPMENT (Tables)

3 Months Ended

Mar. 31, 2014

PROPERTY AND EQUIPMENT [Abstract]

Schedule of Property and Equipment

	Life		March 31, 2014		December 31, 2013
Furniture, fixtures and equipment	2-10 yrs	$	36,384	$	36,384
			36,384		36,384
Less: Accumulated depreciation			(36,231)		(36,196)
Property & equipment, net		$	153	$	188

XML

LEASES

3 Months Ended

Mar. 31, 2014

LEASES [Abstract]

LEASES

NOTE 10 - LEASES

Operating Lease - The Company leases office space in Casper, Wyoming for $4,892 a month through June 2018.  The Company further leases space in Billings, Montana for of $1,475 a month through February 2015, and $1,490 a month through February 2017. The Company also leases office space in Palm Beach, Florida for $14,112 a month through July 2015.

The future minimum lease payments for non-cancelable operating leases having remaining terms in excess of one year as of March 31, 2014 are as follows:

Twelve months ending March 31

 Lease Payments

2015

245,693

2016

133,032

2017

75,094

2018

58,704

2019

14,676

Thereafter

-

Total Minimum Lease Payments

$

527,199

Lease expense charged to operations was $42,691 and $18,594 for the three months ended March 31, 2014 and 2013, respectively.

XML

WARRANTS AND GREENSHOE

3 Months Ended

Mar. 31, 2014

WARRANTS AND GREENSHOE [Abstract]

WARRANTS AND GREENSHOE

NOTE 8 - WARRANTS AND GREENSHOE

A summary of the status of the warrants and greenshoe granted is presented below for the twelve months ended:

	March 31, 2014			December 31, 2013
	Shares		Weighted Average Exercise Price	Shares		Weighted Average Exercise Price
Outstanding at beginning of period	5,030,000	$	0.40	-	$	-
Granted	-		-	5,030,000		0.40
Exercised	-		-	-		-
Forfeited	-		-	-		-
Expired	-		-	-		-
Outstanding at end of period	5,030,000	$	0.40	5,030,000	$	0.40

On September 9, 2013, the Company closed a Subscription Agreement wherein the Company granted warrants to purchase a total of 3,030,000 shares of common stock, at $0.50 per share, exercisable for four years, and a greenshoe to purchase a total of 2,000,000 shares of common stock at $0.25 per share, exercisable for one year from the closing date

XML

INCOME TAXES

3 Months Ended

Mar. 31, 2014

INCOME TAXES [Abstract]

INCOME TAXES

NOTE 9 - INCOME TAXES

The Company accounts for income taxes in accordance with FASB ASC Topic 740, Accounting for Income Taxes which requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting and any available operating loss or tax credit carryforwards.  At March 31, 2014 and March 31, 2013 the total of all deferred tax assets was $498,834 and $431,582, respectively, and the total of the deferred tax liabilities was $0 and $0, respectively.  The amount of and ultimate realization of the benefits from the deferred tax assets for income tax purposes is dependent, in part, upon the tax laws in effect, the Company's future earnings, and other future events. The Company anticipates earnings in the near future and the realization of the benefit of the deferred tax assets.   We file U.S. federal, and U.S. states return, we are generally no longer subject to tax examinations for years prior to 2009 for U.S. federal and U.S. states tax returns.

XML

INCOME/(LOSS) PER SHARE

3 Months Ended

Mar. 31, 2014

INCOME/(LOSS) PER SHARE [Abstract]

INCOME/(LOSS) PER SHARE

NOTE 11 - INCOME/(LOSS) PER SHARE

The following data shows the amounts used in computing income (loss) per share and the weighted average number of shares of common stock outstanding for the periods presented for the periods ended:

		For the Three Months
		March 31
		2014		2013
Income/(Loss) from continuing operations available to common stockholders (numerator)	$	(267,109)	$	31,332
Income/(Loss) available to common stockholders (numerator)		(267,109)		31,332
Weighted average number of common shares outstanding during the period used in loss per share (denominator)		10,196,981		10,063,249

At March 31, 2014 and 2013, the Company had 3,030,000 and 0, respectively  warrants  to purchase common stock of the Company at $0.50 per share, and an greenshoe option  outstanding to purchase 2,000,000 and 0, respectively shares of common stock of the Company at $0.25 per share and a convertible debenture payable wherein the holder could convert the note and underlying accrued interest into a minimum of 4,139,652 and 0, respectively shares of common stock which were not included in the loss per share computation because their effect would be anti-dilutive.

XML

WARRANTS AND GREENSHOE (Summary of Activity) (Details) (USD $)	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
WARRANTS AND GREENSHOE [Abstract]
Outstanding at beginning of period	5,030,000
Granted		5,030,000
Exercised
Forfeited
Expired
Outstanding at end of period	5,030,000	5,030,000
Weighted average exercise price
Outstanding at beginning of period	$ 0.40
Granted		$ 0.40
Exercised
Forfeited
Expired
Outstanding at end of period	$ 0.40	$ 0.40

XML

VARIABLE RATE SENIOR SECURED CONVERTIBLE DEBENTURE (Tables)

3 Months Ended

Mar. 31, 2014

VARIABLE RATE SENIOR SECURED CONVERTIBLE DEBENTURE [Abstract]

Schedule of Future Maturities

Year ending March 31, 2014,

2015	$	1,010,000
2016		-
2017		-
2018		-
Thereafter		-
	$	1,010,000

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Cash in excess of federally insured limits	$ 419,638
Allowance for doubtful accounts receivable	20,200	20,200	20,200
Adjustment to allowance for doubtful accounts receivable	0	0
Advertising expense	$ 8,366	$ 13,280

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Cash Flows from Operating Activities
Net income	$ (267,109)	$ 31,332
Adjustments to reconcile net income to net cash provided by operating activities:
Interest to be paid with stock	20,200
Stock issued to consultants	7,000
Depreciation and amortization expense	34	286
Accretion on discount	168,333
Gain on derivative instruments	(16,302)
Change in assets and liabilities:
Accounts receivable	177,132	(30,144)
Prepaid expenses	(61,963)	167
Accounts payable	(777)	15,806
Accrued expense	(945)	13,342
Deferred revenue	4,747	1,424
Net Cash Provided/(Used) by Operating Activities	30,350	32,213
Cash Flows from Investing Activities:
Purchase of property & equipment
Net Cash Used in Investing Activities
Cash Flows from Financing Activities:
Payments (to)/from FAB Universal Corp
Net Cash Provided/ (Used) by Financing Activities
Net Increase (Decrease) in Cash	30,350	32,213
Cash at Beginning of Period	1,073,686	208,458
Cash at End of Period	1,104,036	240,671
Supplemental Disclosures of Cash Flow Information
Cash paid during the periods for interest
Cash paid during the periods for income taxes
Supplemental Disclosures of Non-Cash Investing and Financing Activities:
Amortization of discount on note payable	168,333
Depreciation expense	34	286
Interest expense to be paid with stock	20,200
Change in FMV of derivative liability	(16,302)
Expenditures paid with issuance of common stock	7,000
Total non-cash expenditures	$ 179,265	$ 286

XML

DERIVATIVE FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 2014

DERIVATIVE FINANCIAL INSTRUMENTS [Abstract]

DERIVATIVE FINANCIAL INSTRUMENTS

NOTE 5 - DERIVATIVE FINANCIAL INSTRUMENTS

The Company entered into a variable rate senior secured convertible debenture, wherein the Company agreed to register the underlying share, warrants and greenshoe.  The fair value of the beneficial conversion feature of the warrants and greenshoe was estimated using the Black Scholes pricing model and totaled $952,254 upon issuance and was recorded as a derivative liability until the registration of the shares becomes effective.  As of March 31, 2014, the fair value of the unregistered conversion feature, warrants and green shoe was $497,920, and a gain totaling $16,302 was recorded for the three months ended March 31, 2014.

XML

PROPERTY AND EQUIPMENT (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Property, Plant and Equipment [Line Items]
Property and equipment	$ 36,384		$ 36,384
Less: Accumulated depreciation	(36,231)		(36,196)
Property and equipment, net	153		188
Depreciation expense	34	286
Furniture, fixtures and equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	$ 36,384		$ 36,384
Furniture, fixtures and equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Life	2 years
Furniture, fixtures and equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Life	10 years

XML

INCOME/(LOSS) PER SHARE (Schedule of Loss Per Share) (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
INCOME/(LOSS) PER SHARE [Abstract]
Income/(Loss) from continuing operations available to common stockholders (numerator)	$ (267,109)	$ 31,332
Income/(Loss) available to common stockholders (numerator)	$ (267,109)	$ 31,332
Weighted average number of common shares outstanding during the period used in loss per share (denominator)	10,196,981	10,063,249

XML

GOODWILL (Tables)

3 Months Ended

Mar. 31, 2014

GOODWILL [Abstract]

Schedule of Goodwill Activity

		For the periods ended
		March 31,		December 31,
		2014		2013
Goodwill at beginning of period	$	79,809	$	79,809
Impairment		-		-
Goodwill at end of period	$	79,809	$	79,809

Goodwill consists of:		March 31,		December 31,
		2014		2013
Interim Healthcare of Wyoming - Billings	$	79,809	$	79,809
Total Goodwill	$	79,809	$	79,809