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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Spine Injury Solutions Inc (QB) | USOTC:SPIN | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.11945 | 0.101 | 0.1199 | 0.00 | 01:00:00 |
Delaware
|
98-0187705
|
(State or Other Jurisdiction of Incorporation or
|
(I.R.S. Employer Identification No.)
|
Organization)
|
|
PART I
|
FINANCIAL INFORMATION
|
|
|
|
|
Item 1.
|
Financial Statements
|
|
|
|
|
|
Balance Sheets as of September 30, 2013 (Unaudited) and December 31, 2012
|
3
|
|
|
|
|
Statements of Operations for the three and nine months ended September 30, 2013 and 2012 (Unaudited)
|
4
|
|
|
|
|
Statements of Cash Flows for the nine months ended September 30, 2013 and 2012 (Unaudited)
|
5
|
|
|
|
|
Notes to Financial Statements (Unaudited)
|
6
|
|
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
12
|
|
|
|
Item 3.
|
Quantitative and Qualitative Disclosure About Market Risk
|
15
|
|
|
|
Item 4.
|
Controls and Procedures
|
15
|
|
|
|
PART II
|
OTHER INFORMATION
|
|
|
|
|
Item 1A.
|
Risk Factors
|
15
|
|
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
15
|
|
|
|
Item 6.
|
Exhibits
|
16
|
|
|
|
|
Signatures
|
17
|
2 | ||
|
|
|
SEPTEMBER 30,
|
|
DECEMBER 31,
|
|
||
|
|
2013
|
|
2012
|
|
||
|
|
|
(Unaudited)
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
Cash
|
|
$
|
570,199
|
|
$
|
1,017,755
|
|
Accounts receivable, net
|
|
|
3,589,635
|
|
|
3,209,191
|
|
Prepaid expenses
|
|
|
199,359
|
|
|
257,684
|
|
Other assets
|
|
|
-
|
|
|
55,786
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
4,359,193
|
|
|
4,540,416
|
|
|
|
|
|
|
|
|
|
Accounts receivable, net of allowance for doubtful accounts
of $150,958 and $52,628 at September 30, 2013 and December 31, 2012, respectively |
|
|
3,533,152
|
|
|
3,287,552
|
|
Intangible assets, net
|
|
|
201,700
|
|
|
215,200
|
|
Other assets
|
|
|
7,417
|
|
|
10,417
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
8,101,462
|
|
$
|
8,053,585
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
168,375
|
|
$
|
183,950
|
|
Due to related parties
|
|
|
251,624
|
|
|
352,909
|
|
Current portion of notes payable and long-term debt, net
|
|
|
482,482
|
|
|
371,088
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
902,481
|
|
|
907,947
|
|
|
|
|
|
|
|
|
|
Notes payable and long-term debt, net of discount
|
|
|
984,902
|
|
|
1,332,365
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
1,887,383
|
|
|
2,240,312
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity:
|
|
|
|
|
|
|
|
Common stock: $0.001 par value, 50,000,000 shares authorized,
18,715,882 and 18,415,882 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively. |
|
|
18,716
|
|
|
18,416
|
|
Additional paid-in capital
|
|
|
19,138,044
|
|
|
18,813,219
|
|
Accumulated deficit
|
|
|
(12,942,681)
|
|
|
(13,018,362)
|
|
|
|
|
|
|
|
|
|
Total stockholders' equity
|
|
|
6,214,079
|
|
|
5,813,273
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ equity
|
|
$
|
8,101,462
|
|
$
|
8,053,585
|
|
|
|
FOR THE THREE MONTHS
ENDED SEPTEMBER 30, |
|
FOR THE NINE MONTHS
ENDED SEPTEMBER 30, |
|
||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
||||
Net revenue
|
|
$
|
1,006,569
|
|
$
|
946,614
|
|
$
|
2,917,101
|
|
$
|
3,149,905
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of providing services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third party providers
|
|
|
165,282
|
|
|
110,700
|
|
|
506,135
|
|
|
616,299
|
|
Related party providers
|
|
|
242,556
|
|
|
258,596
|
|
|
648,472
|
|
|
599,897
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of providing services
|
|
|
407,838
|
|
|
369,296
|
|
|
1,154,607
|
|
|
1,216,196
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
598,731
|
|
|
577,318
|
|
|
1,762,494
|
|
|
1,933,709
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating, general and administrative expenses
|
|
|
456,619
|
|
|
484,082
|
|
|
1,424,591
|
|
|
1,329,962
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations
|
|
|
142,112
|
|
|
93,236
|
|
|
337,903
|
|
|
603,747
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
7,411
|
|
|
7,233
|
|
|
20,297
|
|
|
24,344
|
|
Litigation settlement expense
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(326,650)
|
|
Gain from debt extinguishment
|
|
|
60,179
|
|
|
95,568
|
|
|
60,179
|
|
|
95,568
|
|
Interest expense
|
|
|
(78,465)
|
|
|
(91,661)
|
|
|
(342,698)
|
|
|
(197,192)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense)
|
|
|
(10,875)
|
|
|
11,140
|
|
|
(262,222)
|
|
|
(403,930)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
131,237
|
|
$
|
104,376
|
|
$
|
75,681
|
|
$
|
199,817
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.01
|
|
$
|
0.01
|
|
$
|
0.00
|
|
$
|
0.01
|
|
Diluted
|
|
$
|
0.01
|
|
$
|
0.01
|
|
$
|
0.00
|
|
$
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common
shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
18,484,360
|
|
|
18,215,556
|
|
|
18,438,959
|
|
|
17,814,087
|
|
Diluted
|
|
|
18,484,360
|
|
|
19,046,500
|
|
|
18,438,959
|
|
|
18,624,936
|
|
|
|
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, |
|
||||
|
|
2013
|
|
2012
|
|
||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
Net income
|
|
$
|
75,681
|
|
$
|
199,817
|
|
Adjustments to reconcile net income to net cash
used in operating activities: |
|
|
|
|
|
|
|
Provision for bad debts
|
|
|
180,000
|
|
|
180,000
|
|
Gain from debt extinguishment
|
|
|
(60,179)
|
|
|
(95,568)
|
|
Interest expense related to warrant amortization
|
|
|
97,823
|
|
|
126,126
|
|
Stock based compensation
|
|
|
376,166
|
|
|
422,680
|
|
Common stock issued in settlement of litigation
|
|
|
-
|
|
|
326,650
|
|
Accretion of debt discount on long-term debt
|
|
|
85,019
|
|
|
13,340
|
|
Depreciation and amortization expense
|
|
|
16,500
|
|
|
5,083
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
Accounts receivable, net
|
|
|
(806,044)
|
|
|
(1,311,116)
|
|
Related party receivable
|
|
|
-
|
|
|
163,703
|
|
Prepaid expenses
|
|
|
(5,841)
|
|
|
(70,475)
|
|
Due to related party
|
|
|
13,715
|
|
|
36,696
|
|
Accounts payable and accrued liabilities
|
|
|
44,604
|
|
|
(396,124)
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
|
|
17,444
|
|
|
(399,188)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
Proceeds from issuance of notes payable and long-term debt
|
|
|
-
|
|
|
1,550,000
|
|
Proceeds from related party payable
|
|
|
-
|
|
|
261,000
|
|
Repayments of related party payable
|
|
|
(115,000)
|
|
|
(244,500)
|
|
Repayments of notes payable
|
|
|
(350,000)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities
|
|
|
(465,000)
|
|
|
1,566,500
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash and cash equivalents
|
|
|
(447,556)
|
|
|
1,167,312
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period
|
|
|
1,017,755
|
|
|
54,582
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
570,199
|
|
$
|
1,221,894
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
159,856
|
|
$
|
57,726
|
|
|
|
|
|
|
|
|
|
Supplementary disclosure of non-cash investing and financing
activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued to acquire Gleric Holdings, Ltd.
|
|
$
|
-
|
|
$
|
231,200
|
|
|
|
|
|
|
|
|
|
Issuance of common stock for conversion of related party
payable |
|
$
|
-
|
|
$
|
1,020,200
|
|
|
|
|
|
|
|
|
|
Common stock issued for consulting services
|
|
$
|
96,000
|
|
$
|
315,000
|
|
|
⋅
|
The patient completed and signed medical and financial paperwork, which included an acknowledgement of the patient’s responsibility of payment for the services provided. Additionally, the paperwork should include an assignment of benefits derived from any settlement or judgment of the patient’s case.
|
|
|
|
|
⋅
|
The patient’s attorney issued the healthcare provider a Letter of Protection designed to guarantee payment for the medical services provided to the patient from proceeds of any settlement or judgment in the accident case. This Letter of Protection also should preclude any case settlement without providing for payment of the patient’s medical bill.
|
|
|
|
|
⋅
|
Most of the patients who received medical services at the diagnostic centers have typically been previously referred to a doctor who performed the initial
two
to
four
months of conservative treatment. The doctor then typically refers the patient to one of our healthcare providers for an evaluation because of continuing symptoms. Patients are only accepted if the initial referral was from a reputable plaintiff’s attorney with adequate experience in personal injury lawsuits. Before referring a patient, the attorney is expected to have evaluated the patient’s accident case, including the conditions that gave rise to the patient’s injuries and the extent and quality of general liability insurance held by the defendant. The attorney is also responsible for determining that a settlement favorable to the patient/plaintiff is expected.
|
|
|
September 30,
|
|
December 31,
|
|
||
|
|
2013
|
|
2012
|
|
||
|
|
|
|
|
|
|
|
Due to Northshore Orthopedics Associates
|
|
$
|
52,466
|
|
$
|
4,400
|
|
|
|
|
|
|
|
|
|
Due to Chief Executive Officer
|
|
|
175,699
|
|
|
290,699
|
|
|
|
|
|
|
|
|
|
Due to Spine Injury Physicians
|
|
|
23,459
|
|
|
57,810
|
|
(formerly Wellness Works)
|
|
|
|
|
|
|
|
|
|
$
|
251,624
|
|
$
|
352,909
|
|
Expected volatility
|
|
89.5%
|
|
Risk
-free interest rate
|
|
0.31%
|
|
Expected life
|
|
2 years
|
|
Dividend yield
|
|
0%
|
|
|
|
September 30,
|
|
December 31
|
|
||
|
|
2013
|
|
2012
|
|
||
|
|
|
|
|
|
|
|
Benefit from net operating loss carryforwards
|
|
$
|
1,975,917
|
|
$
|
2,279,261
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
|
51,325
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Less: valuation allowance
|
|
|
(2,027,
242)
|
|
|
(2,279,261)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
-
|
|
$
|
-
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
||||||||
|
|
September 30,
|
|
September 30,
|
|
||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax (provision) benefit at
the 34% statutory rate |
|
$
|
(44,621)
|
|
$
|
(35,488)
|
|
$
|
(25,732)
|
|
$
|
(67,938)
|
|
Effect of state income taxes
|
|
|
(3,937)
|
|
|
(3,132)
|
|
|
(2,270)
|
|
|
(5,995)
|
|
Non-deductible stock-based
litigation settlement expense, compensation expense, and interest expense |
|
|
(41,464)
|
|
|
(365,932)
|
|
|
(127,055)
|
|
|
(394,500)
|
|
Change in available NOL
|
|
|
(89,562)
|
|
|
-
|
|
|
(96,962)
|
|
|
-
|
|
Other
|
|
|
-
|
|
|
(2,021)
|
|
|
-
|
|
|
(7,862)
|
|
Less change in valuation allowance
|
|
|
179,584
|
|
|
406,573
|
|
|
252,019
|
|
|
476,295
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax (provision) benefit
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Exhibit No.
|
|
Description
|
3.1
|
|
Articles of Incorporation dated March 4, 1998. (Incorporated by reference from Form 10-KSB filed with the SEC on January 5, 2000.) *
|
|
|
|
3.2
|
|
Amended Articles of Incorporation dated April 23, 1998. (Incorporated by reference from Form 10-KSB filed with the SEC on January 5, 2000.) *
|
|
|
|
3.3
|
|
Amended Articles of Incorporation dated January 4, 2002. (Incorporated by reference from Form 10KSB filed with the SEC on May 21, 2003.) *
|
|
|
|
3.4
|
|
Amended Articles of Incorporation dated December 19, 2003. (Incorporated by reference from Form 10-KSB filed with the SEC on May 20, 2004.) *
|
|
|
|
3.5
|
|
Amended Articles of Incorporation dated November 4, 2004. (Incorporated by reference from Form 10-KSB filed with the SEC on April 15, 2005) *
|
|
|
|
3.6
|
|
Amended Articles of Incorporation dated September 7, 2005. (Incorporated by reference from Form 10-QSB filed with the SEC on November 16, 2005) *
|
|
|
|
3.7
|
|
By-Laws dated April 23, 1998. (Incorporated by reference from Form 10K-SB filed with the SEC on January 5, 2000.) *
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|
|
|
10.1
|
|
Amendment to Employment Agreement with William F. Donovan, M.D. dated February 16, 2012 (Incorporated by reference from Form 8-K filed with the SEC on February 21, 2012) *
|
|
|
|
10.2
|
|
Employment Agreement with John Bergeron dated November 30, 2012 (Incorporated by reference from Form 8-K filed with the SEC on December 13, 2012) *
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|
|
|
31.1
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|
Certification of principal executive officer required by Rule 13a 14(1) or Rule 15d 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
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31.2
|
|
Certification of principal financial officer required by Rule 13a 14(1) or Rule 15d 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certification of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63.
|
|
|
|
32.2
|
|
Certification of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63.
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
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101.CAL
|
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XBRL Taxonomy Extension Calculation Linkbase
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|
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101.DEF
|
|
XBRL Taxonomy Extension Definitions Linkbase
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
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|
|
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101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
Spine Pain Management, Inc.
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|
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Date: November 7, 2013
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/s/ William F. Donovan, M.D.
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By: William F. Donovan, M.D.
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|
Chief Executive Officer (Principal Executive Officer)
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17 | ||
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1 Year Spine Injury Solutions (QB) Chart |
1 Month Spine Injury Solutions (QB) Chart |
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