NOTES PAYABLE	3 Months Ended
Mar. 31, 2012
Notes Payable [Abstract]
NOTES PAYABLE	NOTE H – NOTES PAYABLE In January and February 2012, the Company sold six-percent promissory notes (the “Promissory Notes”) for an aggregate of $900,000 with due dates of March 1, 2012. As discussed below, these Promissory Notes were modified on February 24, 2012 through the issuance of secured promissory notes (the “Notes”). On February 24, 2012, the Company sold and issued the Notes to an individual and an entity (the “Parties”) in the principal base amount of $1,358,014 and $1,357,110 respectively (the “Principal Base Amount(s)”) and granted Warrants for the purchase in the aggregate of 9,000,000 shares (4,500,000 to each Party) (the “February 2012 Warrants”) pursuant to the terms of a Note Purchase Agreement (the “Note Purchase Agreement”) also dated February 24, 2012. As consideration for the Notes and the February 2012 Warrants, the Company received an aggregate of $1,000,000 of new funding from the Parties (the “New Funding”) and the Parties surrendered certain promissory notes previously issued by the Company in the amount of $1,700,000 plus accrued interest of $15,124 (collectively known as the “Prior Notes”). The Company granted 5,685,300 Warrants in consideration of the modification of the Prior Notes and 3,314,700 Warrants with the New Funding. The Company determined that the resulting modification of the Prior Notes was substantial in accordance with ASC 470-50, “Modifications and Extinguishments.” As such the modification was accounted for as an extinguishment and restructuring of the debt, and the 5,685,300 warrants issued were expensed. The fair value of the Prior Notes was estimated by calculating the present value of the future cash flows discounted at a market rate of return for comparable debt instruments to be $1,517,741. The Company recognized a loss on extinguishment of debt of $10,307,864 which represented the fair value of the 5,685,300 warrants net of the difference between the carrying amount of the Prior Notes and their fair value as of the date of the modification. Although the fair value was $6,124,873 for the 3,314,700 Warrants granted with the New Funding, using the appropriate accounting treatment, $859,647 was recorded as debt discount, to be amortized over the term of the Notes. As of March 31, 2012, $43,571 was recorded as interest expense on the accompanying condensed consolidated financial statements. The Principal Base Amount of each Note, plus any and all additional advances made to the Company thereafter (the “Aggregated Principal Amount”), together with accrued interest at the annual rate of six percent (6%) is due February 24, 2014. As security for the Company’s obligations under the Note Purchase Agreement and the Notes, the Company entered into a Security Agreement and pledged substantially all of its assets. On March 26, 2012, the Parties loaned the Company an additional $500,000. As of March 31, 2012, the outstanding aggregated Principal Amount and accrued interest under the Notes was $3,215,123 and $16,479, respectively. During April and May 2012, the Parties loaned the Company an additional $1,500,000. In March 2011, VitaMed entered into a Business Loan Agreement and Promissory Note with First United Bank for a $300,000 bank line of credit (the “Bank LOC”) for which a personal guarantee and cash collateral was required. Personal guarantees and cash collateral limited to $100,000 each were provided by Robert Finizio and John Milligan, officers of the Company, and by Reich Family Limited Partnership, an entity controlled by Mitchell Krassan, also an officer of the Company. In consideration for the personal guarantees and cash collateral, Warrants for an aggregate of 613,713 shares were granted. The Bank LOC accrued interest at the rate of 3.020% per annum based on a year of 360 days and was due on March 1, 2012. The bank and VitaMed negotiated a one-year extension to the Bank LOC which was executed on March 19, 2012 (the “Bank LOC Extension”). The Bank LOC Extension accrues interest at the rate of 2.35% and is due on March 1, 2013. At March 31, 2012, the outstanding principle balance of the Bank LOC was $300,000. During the three months ended March 31, 2012, $2,112 in interest was paid and is included in interest expense on the accompanying condensed consolidated financial statements. In June 2011, VitaMed sold Promissory Notes (the “VitaMed Promissory Notes”) in the aggregate of $500,000. In consideration for the VitaMed Promissory Notes, Warrants for an aggregate of 613,718 shares were granted. The VitaMed Promissory Notes earn interest at the rate of four percent (4%) per annum and were due at the earlier of (i) the six (6) month anniversary of the date of issuance and (ii) such time as VitaMed received the proceeds of a promissory note(s) issued in an amount of not less than $1,000,000 (the “Funding”). Upon the closing of the Funding on July 18, 2011, as more fully described in the following paragraph, two of the VitaMed Promissory Notes in the aggregate of $200,000 were paid in full. By mutual agreement, the remaining VitaMed Promissory Notes in the aggregate of $300,000 were extended until the Closing of the Merger. On October 6, 2011, one of the VitaMed Promissory Notes for $50,000 was paid in full. By mutual agreement, VitaMed Promissory Notes in the aggregate of $100,000 were converted into 266,822 shares of the Company’s Common Stock at $0.38 per share, which represents fair value of the shares on the date of conversion. The remaining VitaMed Promissory Notes in the aggregate of $150,000 were extended to June 1, 2012 (one held by Mr. Milligan for $50,000, one for $50,000 held by BF Investments, LLC (owned by Dr. Brian Bernick, a member of the board of directors of the Company) and one held by an unaffiliated individual for $50,000). During the three months ended March 31, 2012, $1,496 in accrued interest was recorded and is included in interest expense on the accompanying condensed consolidated financial statements. In July 2011, VitaMed sold two Senior Secured Promissory Notes (the “Secured Notes”) in the amount of $500,000 each and also entered into a Security Agreement under which VitaMed pledged all of its assets to secure the obligation. The Secured Notes bear interest at the rate of six percent (6%) per annum, are due on the one (1) year anniversary thereof, and are convertible into shares of the Company’s Common Stock at the option of the Company. The Company may pay the Senior Secured Notes by delivering such number of shares of the Company’s Common Stock as shall be determined by dividing the outstanding principal then due and owing by the Company’s Share Price. For purposes of the Senior Secured Notes, the “Share Price” shall mean the lower of the most recent price at which the Company offered and sold shares of its Common Stock (not including any shares issued upon the exercise of options and/or warrants or upon the conversion of any convertible securities) or the five-day average closing bid price immediately preceding the date of conversion. At March 31, 2012, the outstanding principle balance of the Secured Notes was $500,000 each. During the three months ended March 31, 2012, $14,959 in accrued interest was recorded and is included in interest expense on the accompanying condensed consolidated financial statements. In December 2011, the Company sold four-percent Promissory Notes to Mr. Finizio and Mr. Milligan and for an aggregate of $100,000 ($50,000 each) with due dates of March 1, 2012. These Notes were extended by mutual agreement to June 1, 2012. At March 31, 2012, the outstanding principle balance of the Promissory Notes was $100,000, and was recorded as note payable, related parties on the accompanying condensed consolidated financial statements. During the three months ended March 31, 2012, $997 in accrued interest was recorded and is included in interest expense on the accompanying condensed consolidated financial statements.

NOTE H – NOTES PAYABLE

In January and February 2012, the Company sold six-percent promissory notes (the “Promissory Notes”) for an aggregate of $900,000 with due dates of March 1, 2012. As discussed below, these Promissory Notes were modified on February 24, 2012 through the issuance of secured promissory notes (the “Notes”).

On February 24, 2012, the Company sold and issued the Notes to an individual and an entity (the “Parties”) in the principal base amount of $1,358,014 and $1,357,110 respectively (the “Principal Base Amount(s)”) and granted Warrants for the purchase in the aggregate of 9,000,000 shares (4,500,000 to each Party) (the “February 2012 Warrants”) pursuant to the terms of a Note Purchase Agreement (the “Note Purchase Agreement”) also dated February 24, 2012. As consideration for the Notes and the February 2012 Warrants, the Company received an aggregate of $1,000,000 of new funding from the Parties (the “New Funding”) and the Parties surrendered certain promissory notes previously issued by the Company in the amount of $1,700,000 plus accrued interest of $15,124 (collectively known as the “Prior Notes”). The Company granted 5,685,300 Warrants in consideration of the modification of the Prior Notes and 3,314,700 Warrants with the New Funding. The Company determined that the resulting modification of the Prior Notes was substantial in accordance with ASC 470-50, “Modifications and Extinguishments.” As such the modification was accounted for as an extinguishment and restructuring of the debt, and the 5,685,300 warrants issued were expensed. The fair value of the Prior Notes was estimated by calculating the present value of the future cash flows discounted at a market rate of return for comparable debt instruments to be $1,517,741. The Company recognized a loss on extinguishment of debt of $10,307,864 which represented the fair value of the 5,685,300 warrants net of the difference between the carrying amount of the Prior Notes and their fair value as of the date of the modification.

Although the fair value was $6,124,873 for the 3,314,700 Warrants granted with the New Funding, using the appropriate accounting treatment, $859,647 was recorded as debt discount, to be amortized over the term of the Notes. As of March 31, 2012, $43,571 was recorded as interest expense on the accompanying condensed consolidated financial statements.

The Principal Base Amount of each Note, plus any and all additional advances made to the Company thereafter (the “Aggregated Principal Amount”), together with accrued interest at the annual rate of six percent (6%) is due February 24, 2014. As security for the Company’s obligations under the Note Purchase Agreement and the Notes, the Company entered into a Security Agreement and pledged substantially all of its assets. On March 26, 2012, the Parties loaned the Company an additional $500,000. As of March 31, 2012, the outstanding aggregated Principal Amount and accrued interest under the Notes was $3,215,123 and $16,479, respectively. During April and May 2012, the Parties loaned the Company an additional $1,500,000.

In March 2011, VitaMed entered into a Business Loan Agreement and Promissory Note with First United Bank for a $300,000 bank line of credit (the “Bank LOC”) for which a personal guarantee and cash collateral was required. Personal guarantees and cash collateral limited to $100,000 each were provided by Robert Finizio and John Milligan, officers of the Company, and by Reich Family Limited Partnership, an entity controlled by Mitchell Krassan, also an officer of the Company. In consideration for the personal guarantees and cash collateral, Warrants for an aggregate of 613,713 shares were granted. The Bank LOC accrued interest at the rate of 3.020% per annum based on a year of 360 days and was due on March 1, 2012. The bank and VitaMed negotiated a one-year extension to the Bank LOC which was executed on March 19, 2012 (the “Bank LOC Extension”). The Bank LOC Extension accrues interest at the rate of 2.35% and is due on March 1, 2013. At March 31, 2012, the outstanding principle balance of the Bank LOC was $300,000. During the three months ended March 31, 2012, $2,112 in interest was paid and is included in interest expense on the accompanying condensed consolidated financial statements.

In June 2011, VitaMed sold Promissory Notes (the “VitaMed Promissory Notes”) in the aggregate of $500,000. In consideration for the VitaMed Promissory Notes, Warrants for an aggregate of 613,718 shares were granted. The VitaMed Promissory Notes earn interest at the rate of four percent (4%) per annum and were due at the earlier of (i) the six (6) month anniversary of the date of issuance and (ii) such time as VitaMed received the proceeds of a promissory note(s) issued in an amount of not less than $1,000,000 (the “Funding”). Upon the closing of the Funding on July 18, 2011, as more fully described in the following paragraph, two of the VitaMed Promissory Notes in the aggregate of $200,000 were paid in full. By mutual agreement, the remaining VitaMed Promissory Notes in the aggregate of $300,000 were extended until the Closing of the Merger. On October 6, 2011, one of the VitaMed Promissory Notes for $50,000 was paid in full. By mutual agreement, VitaMed Promissory Notes in the aggregate of $100,000 were converted into 266,822 shares of the Company’s Common Stock at $0.38 per share, which represents fair value of the shares on the date of conversion. The remaining VitaMed Promissory Notes in the aggregate of $150,000 were extended to June 1, 2012 (one held by Mr. Milligan for $50,000, one for $50,000 held by BF Investments, LLC (owned by Dr. Brian Bernick, a member of the board of directors of the Company) and one held by an unaffiliated individual for $50,000). During the three months ended March 31, 2012, $1,496 in accrued interest was recorded and is included in interest expense on the accompanying condensed consolidated financial statements.

In July 2011, VitaMed sold two Senior Secured Promissory Notes (the “Secured Notes”) in the amount of $500,000 each and also entered into a Security Agreement under which VitaMed pledged all of its assets to secure the obligation. The Secured Notes bear interest at the rate of six percent (6%) per annum, are due on the one (1) year anniversary thereof, and are convertible into shares of the Company’s Common Stock at the option of the Company. The Company may pay the Senior Secured Notes by delivering such number of shares of the Company’s Common Stock as shall be determined by dividing the outstanding principal then due and owing by the Company’s Share Price. For purposes of the Senior Secured Notes, the “Share Price” shall mean the lower of the most recent price at which the Company offered and sold shares of its Common Stock (not including any shares issued upon the exercise of options and/or warrants or upon the conversion of any convertible securities) or the five-day average closing bid price immediately preceding the date of conversion. At March 31, 2012, the outstanding principle balance of the Secured Notes was $500,000 each. During the three months ended March 31, 2012, $14,959 in accrued interest was recorded and is included in interest expense on the accompanying condensed consolidated financial statements.

In December 2011, the Company sold four-percent Promissory Notes to Mr. Finizio and Mr. Milligan and for an aggregate of $100,000 ($50,000 each) with due dates of March 1, 2012. These Notes were extended by mutual agreement to June 1, 2012. At March 31, 2012, the outstanding principle balance of the Promissory Notes was $100,000, and was recorded as note payable, related parties on the accompanying condensed consolidated financial statements. During the three months ended March 31, 2012, $997 in accrued interest was recorded and is included in interest expense on the accompanying condensed consolidated financial statements.