Acquisitions (Tables)

12 Months Ended

Jan. 31, 2014

Verdugo Medical Management Inc

Summary of Fair Value of Assets Acquired and Liabilities Assumed, Verdugo Medical Management, Incorporate

The following table summarizes the fair value of Hendel’s assets acquired and liabilities assumed at the date of acquisition of VMM and consolidation of Hendel:

Purchase Price	$	1,200
Fair value of net assets acquired and consolidation of Hendel:
Cash		15,314
Accounts receivable		113,881
Prepaid expenses		6,869
Accounts payable and accrued liabilities		(22,968)
Non-controlling interest		(113,096)
Goodwill	$	1,200

Whittier

Schedule Of Purchase Price Allocations

Under the acquisition method of accounting, the total purchase price is allocated to Whittier’s net tangible and intangible assets based on their estimated fair values as of the closing date. The allocation of the total purchase price to the net assets acquired is included in our consolidated balance sheet. The acquisition-date fair value of the consideration transferred and the total purchase consideration allocated to the acquisition of the net tangible and intangible assets based on their estimated fair values were as of the closing date as follows:

			Subsequent
	Provisional		Change in
	Estimated		Valuation		Revised
	Fair Value		Estimate		Fair Value

Cash consideration	$	100,000	$	-	$	100,000
Fair value of promissory note due to seller		125,000		20,000		145,000
Total purchase consideration	$	225,000	$	20,000	$	245,000

Property and equipment	$	-		10,000	$	10,000
Exclusivity Agreement		-		40,000		40,000
Noncompete Agreement		-		20,000		20,000
Goodwill		225,000		(50,000)		175,000
Total fair value of assets acquired	$	225,000	$	20,000	$	245,000

Weighted-average amortization period for intangible assets acquired

The acquired intangible assets consists of an exclusivity agreement principally relating to an independent practice association and a non-compete agreement with the selling physician. The weighted-average amortization period for such intangible assets acquired is outlined in the table below:

			Weighted-average
	Assets		Amortization
	Acquired		Period (years)

Exclusivity Agreement	$	40,000	4
Noncompete Agreement		20,000	5
Total identifiable intangible assets	$	60,000

Fletcher

Schedule Of Purchase Price Allocations

Under the acquisition method of accounting, the total purchase price is allocated to Fletcher’s net tangible and intangible assets based on their estimated fair values as of the closing date. The allocation of the total purchase price to the net assets acquired and included in our consolidated balance sheet is as follows:

	Estimated
	Fair Value
Property and equipment	$	10,000
Noncompete Agreement		6,000
Goodwill		132,400
Total fair value of assets acquired	$	148,400

Weighted-average amortization period for intangible assets acquired

The acquired intangible assets consisted of an exclusivity agreement principally relating to an independent practice association and a non-compete agreement with the selling physician. The weighted-average amortization period for such intangible assets acquired is outlined in the table below:

Schedule of Business Acquisitions by Acquisition Consideration Transferred

The acquisition-date fair value of the consideration transferred was as follows:

Cash consideration	$	75,000
Fair value of promissory note due to seller		73,400
Total purchase consideration	$	148,400

Eagle Rock

Schedule Of Purchase Price Allocations

Under the acquisition method of accounting, the total purchase price is allocated to Eagle Rock’s net tangible and intangible assets based on their estimated fair values as of the closing date. The allocation of the total purchase price to the net assets acquired and included in our consolidated balance sheet is as follows:

	Estimated
	Fair Value
Noncompete Agreement	$	2,400
Goodwill		154,100
Total fair value of assets acquired	$	156,500

Weighted-average amortization period for intangible assets acquired

Schedule of Business Acquisitions by Acquisition Consideration Transferred

The acquisition-date fair value of the consideration transferred as of the closing date is as follows:

Cash consideration	$	75,000
Fair value of promissory note due to seller		81,500
Total purchase consideration	$	156,500

Business Acquisition, Pro Forma Information

The following unaudited pro forma results of operations for year ended January 31, 2014 assume the Medical Clinic Acquisitions in the aggregate had occurred on February 1, 2013, and for the year ended January 31, 2013 assume the Medical Clinic Acquisitions in the aggregate had occurred on February 1, 2012:

	2014 (Unaudited)		2013 (Unaudited)
Net revenue	$	11,570,305	$	9,162,131
Net loss	$	(4,526,075)	$	(8,801,564)
Basic and diluted net loss per share	$	(0.12)	$	(0.27)

Weighted-average

Amortization

Period (years)

Noncompete Agreement

Total identifiable intangible assets