| Document and Entity Information | 6 Months Ended | |
| Jun. 30, 2013 | Aug. 14, 2014 | |
| Document And Entity Information | ' | ' |
| Entity Registrant Name | 'ACCELERA INNOVATIONS, INC. | ' |
| Entity Central Index Key | '0001444144 | ' |
| Document Type | '10-Q | ' |
| Document Period End Date | 30-Jun-14 | ' |
| Amendment Flag | 'false | ' |
| Current Fiscal Year End Date | '--12-31 | ' |
| Is Entity a Well-known Seasoned Issuer? | 'No | ' |
| Is Entity a Voluntary Filer? | 'No | ' |
| Is Entity's Reporting Status Current? | 'Yes | ' |
| Entity Filer Category | 'Smaller Reporting Company | ' |
| Entity Common Stock, Shares Outstanding | ' | 21,511,812 |
| Document Fiscal Period Focus | 'Q2 | ' |
| Document Fiscal Year Focus | '2014 | ' |
| BALANCE SHEETS (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
| Current assets: | ' | ' |
| Cash | $226,971 | $185,744 |
| Accounts receivable, net | 512,016 | 753,707 |
| Total Current Assets | 738,987 | 939,451 |
| Other Asset | ' | ' |
| Goodwill | 5,096,486 | 5,030,576 |
| TOTAL ASSETS | 5,835,474 | 5,970,027 |
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ' | ' |
| Due to Stockholder | 747,308 | 419,084 |
| Short-Term Note Payable | 8,041 | 8,041 |
| Accrued expenses | 29,026 | 35,418 |
| Total Current Liabilities | 784,375 | 462,543 |
| Long-term subordinated unsecured notes payable, | 5,970,000 | 5,970,000 |
| TOTAL LIABILITIES | 6,754,375 | 6,432,543 |
| Stockholders' deficit: | ' | ' |
| Preferred stock, $0.0001 par value, 10,000,000 shares authorized; none issued or outstanding | ' | ' |
| Common stock, $0.0001 par value, 100,000,000 shares authorized, 22,382,522 and 34,382,522 shares issued and outstanding at December 31, 2013 and June 30, 2014 | 3,439 | 2,239 |
| Additional paid-in capital | 15,276,326 | 12,227,526 |
| Deficit accumulated during the development stage | -16,198,666 | -12,692,281 |
| Total stockholders' deficit | -918,901 | -462,516 |
| Total Liabilities and Stockholders' Equity | $5,835,474 | $5,970,027 |
| BALANCE SHEETS (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
| Stockholders Equity | ' | ' |
| Preferred Stock par value | $0.00 | $0.00 |
| Preferred Stock Authorized | 10,000,000 | 10,000,000 |
| Preferred Stock Issued | 0 | 0 |
| Preferred Stock Outstanding | 0 | 0 |
| Common Stock par value | $0.00 | $0.00 |
| Common Stock Authorized | 100,000,000 | 100,000,000 |
| Common Stock Issued | 34,382,522 | 22,382,522 |
| Common Stock Outstanding | 34,382,522 | 22,382,522 |
| STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 6 Months Ended | ||
| Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
| Income Statement [Abstract] | ' | ' | ' | ' |
| Revenues | $815,448 | ' | $1,656,333 | ' |
| Cost of revenues | 572,032 | ' | 1,125,581 | ' |
| Gross Profit | 243,416 | ' | 530,752 | ' |
| Operating expenses | ' | ' | ' | ' |
| General and administrative | 293,918 | 950,000 | 987,137 | 19,215 |
| Stock compensation | 1,650,000 | 19,125 | 3,050,000 | 2,700,000 |
| Total Operating Expenses | 1,943,918 | 969,125 | 4,037,137 | 2,719,215 |
| Other income and (expenses) | ' | ' | ' | ' |
| Income Tax Provision | ' | ' | ' | ' |
| Net loss | ($1,700,502) | ($969,125) | ($3,506,385) | ($2,719,215) |
| Basic and diluted net loss per share | ($0.05) | ($0.05) | ($0.10) | ($0.13) |
| Shares used in basic and diluted net loss per share calculation | 34,382,522 | 21,521,811 | 34,382,522 | 21,521,811 |
| CONDENSED STATEMENTS OF CASH FLOWS (USD $) | 6 Months Ended | |
| Jun. 30, 2014 | Jun. 30, 2013 | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
| Net loss | ($3,506,385) | ($2,719,215) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
| Changes in purchase price allocation | -65,911 | ' |
| Stock-based compensation | 3,050,000 | 2,700,000 |
| Changes in assets and liabilities: | ' | ' |
| Decrease in accounts receivable | 241,691 | ' |
| Decrease in accrued expense | -32,050 | ' |
| Net Cash Provided by Operating Activities | -286,997 | -19,215 |
| FINANCING ACTIVITIES: | ' | ' |
| Shareholder advances | 328,224 | 19,315 |
| Net Cash Provided by Financing Activities | 328,224 | 19,315 |
| Net increase (decrease) in cash and cash equivalents | 41,227 | 100 |
| Cash at beginning of period | 185,744 | ' |
| Cash at end of period | 226,971 | 100 |
| Supplemental disclosure of non-cash investing and financing activities | ' | ' |
| Non-cash issuance of common stock | 1,201 | ' |
| Common shares issued for cash, less exercise of stock option | ' | 20 |
| Forgiveness of debt by shareholders | ' | $100 |
| 1 BACKGROUND INFORMATION | 6 Months Ended |
| Jun. 30, 2014 | |
| Notes to Financial Statements | ' |
| Background Information | ' |
| 1. BACKGROUND INFORMATION | |
| Accelera Innovations, Inc., (“Accelera”) formerly Accelerated Acquisitions IV, Inc. (“the Company”) was incorporated in the state of Delaware on April 29, 2008 for the purpose of raising capital that is intended to be used in connection with its business plan which may include a possible merger, acquisition or other business combination with an operating business. | |
| The Company was recently in the development stage; whereby all activities of the Company to date relate to its organization, acquisitions initial funding, share issuances and regulatory compliance. | |
| On June 13, 2011, Synergistic Holdings, LLC (“Purchaser”) agreed to acquire 17,000,000 shares of the Company’s common stock par value $0.0001 for a price of $0.0001 per share. At the same time, Accelerated Venture Partners, LLC agreed to tender 3,750,000 of their 5,000,000 shares of the Company’s common stock par value $0.0001 for cancellation. Following these transactions, Synergistic Holdings, LLC owned 93.15% of the Company’s 18,250,000 issued and outstanding shares of common stock par value $0.0001 and the interest of Accelerated Venture Partners, LLC was reduced to approximately 6.85% of the total issued and outstanding shares. Simultaneously with the share purchase, Timothy Neher resigned from the Company’s Board of Directors and John Wallin was simultaneously appointed to the Company’s Board of Directors. Such action represents a change of control of the Company. | |
| On October 18, 2011, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware and changed its name from Accelerated Acquisition IV, Inc. to “Accelera Innovations, Inc.” | |
| Accelera is a healthcare service company which is focused on integrating its licensed technology assets into our newly acquired companies Behavioral Health Care Associates, Ltd., At Home Health Services LLC and All Staffing Services, LLC to reduce operating costs and expand operations. The technology was licensed to the Company by our majority shareholder Synergistic Holdings, LLC, a privately-held company organized under the laws of Illinois, pursuant to which the Company was granted a thirty (30) year exclusive, non-transferrable worldwide license for proprietary Internet-based, software platform that is fully functional in its current state (“Accelera Technology”) that is designed to provide interoperable technology that is intended to improve the quality of care while reducing healthcare costs. |
| 2 GOING CONCERN n | 6 Months Ended |
| Jun. 30, 2014 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
| Going Concern | ' |
| 2. GOING CONCERN | |
| The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has had minimal revenue since inception and had an accumulated deficit of $16,189,911 as of June 30, 2014. In view of these matters, the Company's ability to continue as a going concern is dependent upon the Company's ability to begin operations and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. | |
| The Company is currently substantially dependent upon technology licensed from Synergistic Holdings, LLC. The events or circumstances that may prevent the accomplishment of our business objectives, include, without limitation, (i) the fact that, if we do not raise a minimum of US $5,000,000 of additional funding by August 13, 2014 an additional $7,500,000 by August 13, 2015, an additional $10,000,000 by August 13, 2016, and an additional $7,500,000 by August 13, 2017, equaling the minimum funding requirement of $30,000,000 for the deployment of its licensed technology over the next three years we will lose the rights to the licensed technology. | |
| The condensed consolidated financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
| 3 ACQUISITION b BEHAVIORAL HEALTH CARE ASSOCIATES, LTD. | 6 Months Ended |
| Jun. 30, 2014 | |
| Business Combinations [Abstract] | ' |
| ACQUISITION OF BEHAVIORAL HEALTH CARE ASSOCIATES, LTD. | ' |
| 3. ACQUISITION – BEHAVIORAL HEALTH CARE ASSOCIATES, LTD. | |
| On November 20, 2013, Accelera executed a Stock Purchase Agreement (the “SPA”) and its wholly owned subsidiary Accelera Healthcare Management Service Organization LLC, (“Accelera HMSO”) executed an Operating Agreement with Blaise J. Wolfrum, M.D., an individual resident of the State of Illinois and Behavioral Health Care Associates, Ltd. (“BHCA”), an Illinois Company. Accelera will acquire One Hundred Percent (100%) of the 100,000 issued and outstanding shares of BHCA from Dr. Wolfrum. Accelera HMSO as a wholly owned subsidiary of Accelera will operate BHCA in accordance with the Operating Agreement. | |
| Pursuant to the SPA, the Company shall pay to Dr. Wolfrum Four Million Five Hundred Fifty Thousand Dollars ($4,550,000), (the “Purchase Price”), of which One Million Dollars (1,000,000) shall be payable Ninety (90) days from the date of Closing and, the amount of Seven Hundred Fifty Thousand Dollars ($750,000) shall be paid One Hundred and Eighty (180) days from Closing, the aforementioned payments dates has been verbally extended until the Company receives financing. The balance of the Purchase Price, Two Million Eight Hundred Thousand Dollars ($2,800,000), shall be paid in Three (3) payments of Seven Hundred Fifty Thousand Dollars ($750,000) and a final payment of Five Hundred Fifty Thousand Dollars ($550,000) beginning Two Hundred Seventy (270) days after closing, and every three months thereafter until the Purchase Price is paid in full. |
| 4 ACQUISITION b AT HOME AND ALL STAFFING | 6 Months Ended |
| Jun. 30, 2014 | |
| Notes to Financial Statements | ' |
| 4 ACQUISITION AT HOME AND ALL STAFFING | ' |
| 4. ACQUISITION – AT HOME AND ALL STAFFING | |
| On December 13, 2013 Accelera entered in to Purchase Agreement for all assets and its wholly owned subsidiary, At Home Health Management LLC. (“AHHM”) entered into an Operating Agreement with At Home Health Services LLC, All Staffing Services, LLC, both Illinois limited liability companies (jointly "Subject LLCs"), Rose Gallagher, individually and as the sole manager and Trustee of the Rose M. Gallagher Revocable Trust dated November 30, 1994 ("Gallagher"). | |
| Pursuant to the Purchase Agreement, Accelera agreed to pay Gallagher or her assignee of $1,420,000 dollars, with the sum of $500,000 dollars within ninety (90) days of the Initial Closing Date, the sum of $420,000 dollars within eight (8) months of the Initial Closing Date, the aforementioned payments dates has been verbally extended until the Company receives financing. Furthermore, Accelera shall pay a sum equal to the Net Accounts Receivable, meaning the amount applicable to the Subject LLCs as of the Initial Closing Date equal to (a) the bank account balances plus (b) accrued accounts receivable balances, plus (c) a proration through the Initial Closing Date of the prepaid expenses, bonds, and licensing fees of the Subject LLCs, plus (d) an amount equal to the security deposit on the lease for the business address minus (d) the balance of the accounts payables of the Subject LLCs as of the Initial Closing Date. For the above purposes, the terms accounts receivable and accounts payable shall be determined in accordance with standard accounting principles within twelve (12) months of the Initial Closing Date and the sum of $500,000 dollars within eighteen (18) months of the Initial Closing Date. The Initial Closing Date was December 9, 2013, and the Final Closing Date is June 12, 2015 at Gallagher's office in Mokena IL. |
| 5 NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 6 Months Ended | |
| Jun. 30, 2014 | ||
| Accounting Policies [Abstract] | ' | |
| Significant Accounting Policies | ' | |
| 5. NATURE OF OPERATIONS AND BASIS OF PRESENTATION | ||
| Accelera Innovations, Inc. (“Accelera” or the “Company”) is a provider of independent medical examinations (“IMEs”), and other related services. Accelera was incorporated as a Delaware corporation on April 29, 2008. In 2013, Accelera acquired three companies operating in the IME industry and as of December 31, 2013, Accelera operated out of three service centers serving counties in Illinois. On April 11, 2013, the Company formed At Home Health Management LLC that will operate the newly acquired At Home Health Services LLC and All Staffing Services, LLC as a 100% owned subsidiaries of Accelera. On November 29, 2013, the Company formed Accelera Healthcare Management Service Organization LLC that will operate newly acquired Behavioral Health Care Associates, Ltd. as a 100% owned subsidiaries of Accelera. The consolidated financial statements include the accounts of Accelera and its 100% owned subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation. | ||
| USE OF ESTIMATES - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | ||
| CASH - All cash, other than held in escrow, is maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Temporary cash investments with an original maturity of three months or less are considered to be cash equivalents. The Company had cash of $185,744 as of December 31, 2013 and $226,971as of the six months ended June 30, 2014. | ||
| RESEARCH AND DEVELOPMENT EXPENSES - Expenditures for research, development, and engineering of products are expensed as incurred. | ||
| COMMON STOCK - The Company records common stock issuances when all of the legal requirements for the issuance of such common stock have been satisfied. | ||
| REVENUE RECOGNITION - Revenue related to our services and administrative support services is recognized at the time services have been performed and the report is shipped to the end user. The Company believes that recognizing revenue at the time the report is shipped is appropriate because the Company’s revenue policies meet the following four criteria in accordance with ASC 605-10-S25, Revenue Recognition: Overall, (i) persuasive evidence that arrangement exists, (ii) shipment has occurred, (iii) the price is fixed and determinable and (iv) collectability is reasonably assured. The Company reports revenues net of any sales, use and value added taxes. | ||
| COST OF REVENUES - Costs of revenues are comprised of fees paid to members of the Company’s medical staff other direct costs including transcription, film and medical record obtainment and transportation; and other indirect costs including labor and overhead related to the generation of revenues. | ||
| GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill is an asset representing the future economic benefits arising from assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is reviewed for impairment at least annually in accordance with the provisions of FASB ASC Topic 350, Intangibles — Goodwill and Other (“ASC 350”). The goodwill impairment test is a two-step test. Under the first step, the fair value of the reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the enterprise must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed. | ||
| ADVERTISING COSTS - The Company's policy regarding advertising is to expense advertising when incurred. | ||
| INCOME TAXES - Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes resulting from temporary differences. Such temporary differences result from differences in the carrying value of assets and liabilities for tax and financial reporting purposes. The deferred tax assets and liabilities represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. | ||
| The Company adopted the provisions of FASB ASC 740-10 "Uncertainty in Income Taxes" (ASC 740-10), on January 1, 2007. The Company has not recognized a liability as a result of the implementation of ASC 740-10. A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there is no unrecognized benefit since the date of adoption. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. | ||
| LOSS PER SHARE - Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted average common shares outstanding for the period. Diluted loss per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares may consist of incremental shares issuable upon the exercise of stock options and warrants and the conversion of notes payable to common stock. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. At June 30, 2014, the Company did not have any potentially dilutive common shares. | ||
| FINANCIAL INSTRUMENTS - In September 2006, the Financial Accounting Standards Board (FASB) introduced a framework for measuring fair value and expanded required disclosure about fair value measurements of assets and liabilities. The Company adopted the standard for those financial assets and liabilities as of the beginning of the 2008 fiscal year and the impact of adoption was not significant. FASB Accounting Standards Codification (ASC) 820 "Fair Value Measurements and Disclosures" (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: | ||
| · | Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. | |
| · | Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |
| · | Level 3 - Inputs that are both significant to the fair value measurement and unobservable. | |
| Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2014. These financial instruments include stock options granted to the officers in 2013. | ||
| RECENT ACCOUNTING PRONOUNCEMENTS | ||
| Effective January 2012, the Company adopted ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). ASU 2011-04 represents the converged guidance of the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) on fair value measurement. A variety of measures are included in the update intended to either clarify existing fair value measurement requirements, change particular principles requirements for measuring fair value or for disclosing information about fair value measurements. For many of the requirements, the FASB does not intend to change the application of existing requirements under Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements. ASU 2011-04 was effective for interim and annual periods beginning after December 15, 2011. The adoption of this update did not have a material impact on the consolidated financial statements. | ||
| Effective January 2012, the Company adopted ASU No. 2011-05, Presentation of Comprehensive Income (ASU 2011-05). ASU 2011-05 is intended to increase the prominence of items reported in other comprehensive income and to facilitate convergence of accounting guidance in this area with that of the IASB. The amendments require that all nonowner changes in shareholders’ equity be presented in a single continuous statement of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB issued ASU No. 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (ASU 2011-12). ASU 2011-12 defers the provisions of ASU 2011-05 that require the presentation of reclassification adjustments on the face of both the consolidated statement of income and statement of other comprehensive income. | ||
| Amendments under ASU 2011-05 that were not deferred under ASU 2011-12 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this update did not have a material impact on the consolidated financial statements. | ||
| In December 2011, the FASB issued ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). The amendments in ASU 2011-11 require the disclosure of information on offsetting and related arrangements for financial and derivative instruments to enable users of its financial statements to understand the effect of those arrangements on its financial position. Amendments under ASU 2011-11 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after January 1, 2013. The Company is evaluating the effect, if any, adoption of ASU 2011-11 will have on its consolidated financial statements. | ||
| In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASB’s deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be crossreferenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The Company is evaluating the effect, if any, the adoption of ASU 2013-02 will have on its consolidated financial statements. | ||
| Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. | ||
| 6 STOCKHOLDERSb DEFICIT | 6 Months Ended | |||||||||||||||||
| Jun. 30, 2013 | ||||||||||||||||||
| Equity [Abstract] | ' | |||||||||||||||||
| 6 STOCKHOLDERS DEFICIT | ' | |||||||||||||||||
| 6. STOCKHOLDERS’ DEFICIT | ||||||||||||||||||
| The Company has two classes of stock, preferred stock and common stock. There are 10 million shares of $.0001 par value preferred shares authorized. There have been no shares issued as of June 30, 2014. Preferred shares have not been defined for any preferences. There are 100 million shares of $.0001 par value common shares authorized. The Company has 34,382,522 and 22,382,522 issued and outstanding shares as of June 30, 2014 and December 31, 2013. | ||||||||||||||||||
| At inception, the Company has issued 5,000,000 shares of restricted common stock to the incorporator for initial funding, in the amount of $4,000. | ||||||||||||||||||
| From the period beginning January 1, 2012 through March 31, 2012, the Company issued 6,912 shares of common stock, at $4.00 per share in cash, for a total amount of $27,650. | ||||||||||||||||||
| From the period beginning April 1, 2012 through June 30, 2012, the Company issued 15,000 shares of common stock, at $4.00 per share in cash, for a total amount of $60,000. | ||||||||||||||||||
| On April 26, 2012, the Company entered into an employment agreement with John F. Wallin., as the President and Chief Executive Officer “CEO” of the Company. In consideration of the services, the Company agreed to issue a stock option to purchase 1,750,000 shares of the Company’s common stock at an exercise price of $.0001 per share, vesting over a four year period. The stock option shall vest with respect to 20% of the total number of shares which are the subject of the option (350,000 shares) immediately after the effective date of the agreement, thereafter the remaining shares granted under the option shall vest ratably on a monthly basis (29,166 shares per month) at the end of each month over a 48-month period. Notwithstanding the foregoing, in the event of a closing of a Change of Control transaction, all options from this agreement and others shall immediately vest and become fully exercisable. The employment agreement with Mr. Wallin provides that, upon completion of two million dollars in financing, the Company shall begin to pay John a base salary of $250,000 per year, to be paid at the times and subject to the Company’s standard payroll practices, subject to applicable withholding. Base salary shall be reviewed at least annually, and increased as determined by the Board. So long as Mr. Wallin has not been terminated for cause, as defined in the employment agreement, he will be eligible for bonus compensation, payable immediately following completion of the Company’s financial statements for each full fiscal year, commencing with the 2013 fiscal year. Mr. Wallin’s annual bonus targets are still being developed by the Company and will be adjusted from time to time, based upon the Company’s achieving 100% of certain financial metrics plan targets to be determined by the Board. | ||||||||||||||||||
| On April 26, 2012, the Company entered into an employment agreement with James R. Millikan, as the Chief Operating Officer “COO” of the Company reporting to the President and CEO. In consideration of the services, the Company agreed to issue a stock option to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $.0001 per share, vesting over a four year period. The stock option shall vest with respect to 20% of the total number of shares which are the subject of the option (200,000 shares) immediately after the effective date of the agreement, thereafter the remaining shares granted under the option shall vest ratably on a monthly basis (16,666 shares per month) at the end of each month over a 48-month period. Notwithstanding the foregoing, in the event of a closing of a Change of Control transaction, all options from this agreement and others shall immediately vest and become fully exercisable. The employment agreement with Mr. Millikan provides that, upon completion of two million dollars in financing, the Company shall begin to pay Jim a base salary of $175,000 per year, to be paid at the times and subject to the Company’s standard payroll practices, subject to applicable withholding. Base salary shall be reviewed at least annually, and increased as determined by the Board. So long as Mr. Millikan has not been terminated for cause, as defined in the employment agreement, he will be eligible for bonus compensation, payable immediately following completion of the Company’s financial statements for each full fiscal year, commencing with the 2013 fiscal year. Mr. Millikan’s annual bonus targets are still being developed by the Company and will be adjusted from time to time, based upon the Company’s achieving 100% of certain financial metrics plan Targets to be determined by the Board. | ||||||||||||||||||
| On, April 26, 2012, the Company entered into an employment agreement with Cynthia Boerum, as the Chief Strategic Officer “CSO” of the Company reporting to the President and CEO. In consideration of the services, the Company agreed to issue a stock option to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $.0001 per share, vesting over a four year period. The stock option shall vest with respect to 20% of the total number of shares which are the subject of the option (200,000 shares) immediately after the effective date of the agreement, thereafter the remaining shares granted under the option shall vest ratably on a monthly basis (16,666 shares per month) at the end of each month over a 48-month period. Notwithstanding the foregoing, in the event of a closing of a Change of Control transaction, all options from this agreement and others shall immediately vest and become fully exercisable. The employment agreement with Ms Boerum provides that, upon completion of two million dollars in financing, the Company shall begin to pay Cynthia a base salary of $150,000 per year, to be paid at the times and subject to the Company’s standard payroll practices, subject to applicable withholding. Base salary shall be reviewed at least annually, and increased as determined by the Board. So long as Ms Boerum has not been terminated for cause, as defined in the employment agreement, she will be eligible for bonus compensation, payable immediately following completion of the Company’s financial statements for each full fiscal year, commencing with the 2013 fiscal year. Ms Boerum’s annual bonus targets are still being developed by the Company and will be adjusted from time to time, based upon the Company’s achieving 100% of certain financial metrics plan Targets to be determined by the Board. | ||||||||||||||||||
| On, January 1, 2013, the Company entered into an employment agreement with Patrick Custardo, as the Chief Acquisitions Officer “CAO” of the Company reporting to the President and CEO. In consideration of the services, the Company agreed to issue a stock option to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $.0001 per share, vesting over a four-year period. The stock option shall vest with respect to 20% of the total number of shares which are the subject of the option (200,000 shares) immediately after the effective date of the agreement, thereafter the remaining shares granted under the option shall vest ratably on a monthly basis (16,666 shares per month) at the end of each month over a 48-month period. Notwithstanding the foregoing, in the event of a closing of a Change of Control transaction, all options from this agreement and others shall immediately vest and become fully exercisable. The employment agreement with Mr, Custardo provides that, upon completion of two million dollars in financing, the Company shall begin to pay Patrick a base salary of $150,000 per year, to be paid at the times and subject to the Company’s standard payroll practices, subject to applicable withholding. Base salary shall be reviewed at least annually, and increased as determined by the Board. So long as Mr, Custardo has not been terminated for cause, as defined in the employment agreement, she will be eligible for bonus compensation, payable immediately following completion of the Company’s financial statements for each full fiscal year, commencing with the 2013 fiscal year. Mr. Custardo’s annual bonus targets are still being developed by the Company and will be adjusted from time to time, based upon the Company’s achieving 100% of certain financial metrics plan Targets to be determined by the Board. | ||||||||||||||||||
| On October 4, 2013, the Company entered into a Standby Equity Purchase Agreement with Lambert Private Equity, LLC, a Delaware limited liability company (the “Investor”). Pursuant to the Investment Agreement, the Investor committed to purchase, subject to certain restrictions and conditions, up to $100,000,000 (which can be extended to $200,000,000 under the same terms) of the Company’s common stock, over a period of 36 months from the first trading day following the effectiveness of the registration statement registering the resale of shares purchased by the Investor pursuant to the Investment Agreement (the “Equity Line”). | ||||||||||||||||||
| The Company may draw on the facility from time to time, as and when it determines appropriate in accordance with the terms and conditions of the Investment Agreement. The maximum amount that the Company is entitled to put to the Investor in any one draw down notice is no more than $2,000,000 and not exceeding 285,710 shares. The purchase price shall be set at ninety percent (90%) of the lowest daily volume weighted average price (VWAP) of the Company’s common stock during the fifteen (15) consecutive trading day period beginning on the date of delivery of the applicable draw down notice. The Company has the right to withdraw all or any portion of any put, except that portion of the put that has already been sold to a third party, including any portion of a put that is below the minimum acceptable price set forth on the put notice, before the closing. There are put restrictions applied on days between the draw down notice date and the closing date with respect to that particular put. During such time, the Company shall not be entitled to deliver another draw down notice. In addition, the Investor will not be obligated to purchase shares if the Investor’s total number of shares beneficially held at that time would exceed 4.99% of the number of shares of the Company’s common stock as determined in accordance with Rule 13d-1(j) of the Securities Exchange Act of 1934, as amended. In addition, the Company is not permitted to draw on the facility unless there is an effective registration statement (as further explained below) to cover the resale of the shares. | ||||||||||||||||||
| The Investment Agreement further provides that the Company and the Investor are each entitled to customary indemnification from the other for, among other things, any losses or liabilities they may suffer as a result of any breach by the other party of any provisions of the Investment Agreement or Registration Rights Agreement (as defined below), or as a result of any lawsuit brought by a third-party arising out of or resulting from the other party’s execution, delivery, performance or enforcement of the Investment Agreement. | ||||||||||||||||||
| The Investment Agreement also contains customary representations and warranties of each of the parties. The assertions embodied in those representations and warranties were made for purposes of the Investment Agreement and are subject to qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Investment Agreement. In addition, certain representations and warranties were made as of a specific date, may be subject o a contractual standard of materiality different from what a shareholder or investor might view as material, or may have been used for purposes of allocating risk between the respective parties rather than establishing matters as facts. Investors should read the Investment Agreement together with the other information concerning the Company that the Company publicly files in reports and statements with the Securities and Exchange Commission (the “SEC”). | ||||||||||||||||||
| Pursuant to the terms of a Registration Rights between the Company and the Investor (the “Registration Rights”), the Company is obligated to file one or more registrations statements with the SEC to register the resale by Investor of the shares of common stock issued or issuable under the Investment Agreement. In addition, the Company is obligated to use all commercially reasonable efforts to have the registration statement declared effective by the SEC within 180 days after the registration statement is filed. | ||||||||||||||||||
| As an inducement to Investor to enter in to the Investment Agreement and as consideration for the Investor making the investment the Investor received 285,710 shares of common stock and 100% warrant/option coverage. The option to purchase shares certified that for good and valuable consideration, the receipt and sufficiency of which was acknowledged, Lambert Private Equity, LLC is entitled effective as October 4, 2013, subject to the terms and conditions of the Option to purchase from the Company up to a total of 14,287,710 shares of the Company’s common shares at the price of the lesser of (a) $7.00 or (b) 110% of the lowest daily VWAP for the common stock as reported by Bloomberg during the thirty (30) trading days prior to the date the Investor exercised the Warrant prior to 5:00pm New York time on September 3, 2018 the expiration date. | ||||||||||||||||||
| On November 20, 2013, the Company entered into an employment agreement with Blaise J. Wolfrum, M.D., as the President of the Accelera business unit “Behavioral Health Care Associates” reporting to John Wallin, CEO of Accelera. In consideration of the services, the Company agreed to issue a stock option to purchase Six Hundred Thousand (600,000) shares of the Company’s Common Stock under the terms of the Company’s 2011 Stock Option Plan at an exercise price of $.0001 per share. The Six Hundred Thousand (600,000) shares shall vest over the course of the Three (3) years, earned annually, at Two Hundred Thousand (200,000) shares each year; after the commencement of employment so long as he remain an employee of the Company. Furthermore, the shares are subject to a Six (6) month lock-up agreement and a Twenty Seven (27) month leak-out agreement limiting the sale of shares over the period. Notwithstanding the foregoing, in the event of a closing of a Change of Control transaction, all options from the agreement shall immediately vest and become fully exercisable. The employment agreement with Dr. Wolfrum provides that the Company shall pay Blaise a base salary of $300,000 per year to be paid at the times and subject to the Company’s standard payroll practices, subject to applicable withholding. Mr. Wolfrum will begin receiving compensation at the time Accelera completes the Due Diligence, Valuation and Audited Financials of the Behavioral Health Care Associates business performed by an Accelera appointed audit firm. The Board of Directors will implement a bonus structure based on goals, objectives and performance. | ||||||||||||||||||
| On December 13, 2013, Accelera entered into a three-year Employment Agreement with Rose M. Gallagher as the President of Accelera’s At Home Health Care business unit reporting to John Wallin, Accelera’s CEO. In consideration of the services, Accelera agreed to immediately grant Ms. Gallagher 585,000 common shares at a price of $0.0001 per share, and an option to purchase 1,000,000 common shares at a price of $0.0001 per share, to be vested Two Hundred and Fifty Thousand (250,000) shares annually for 4 years, beginning March 12, 2014; with final vested shares on March 12, 2017, all the shares will be issued in accordance with the terms of the Accelera’s 2011 Stock Option Plan. Furthermore, the shares are subject to a Six (6) month lock-up agreement and a Twenty Seven (27) month leak-out agreement limiting the sale of shares over the period. Additionally, Accelera agreed to compensate Ms. Gallagher $150,000 per annum, which shall be paid bi-weekly in accordance with the Company’s customary payroll practices. Ms. Gallagher will begin receiving compensation at the time Accelera completes the Due Diligence, Valuation and Audited Financials of the At Home Health Care business that includes the Subject LLC’s performed by an Accelera’s appointed accounting firm, approximately ninety (90) days from the employment offer. The Board of Directors intends to implement a bonus structure based on goals, objectives and performance | ||||||||||||||||||
| Stock-based Compensation | ||||||||||||||||||
| The Company recognizes stock-based compensation expense in its statement of operations based on estimates of the fair value of employee stock option and stock grant awards as measured on the grant date. For stock options, the Company uses the Black-Scholes option pricing model to determine the value of the awards granted. The Company amortizes the estimated value of the options as of the grant date over the stock options’ vesting period, which is generally four years. | ||||||||||||||||||
| The Company has estimated the value of common stock into which the options are exercisable at $4 per share for financial reporting purposes. This amount was determined based on the price our stock was sold for in past private placements, the minimum stock price required for listing on any Nasdaq market, and the amount also approximates a $85 million valuation for the entire Company, which is considered “micro-cap” by most equity analysts. The stock based compensation expense is an estimate and significant judgment was involved in attempting to determine the value of common stock. The Company’s common stock has never traded publicly, and no stock has traded in private markets either, except for privately negotiated sales to the founder and other private investors of the company and the founder of the technology from which the company subsequently licensed rights. The Company does not have any offers for purchase of its common stock in any stage, and no stock is registered for resale with the Securities and Exchange Commission. | ||||||||||||||||||
| The Company believes the only material estimate used in estimating the value stock options was the estimated fair value of the common stock, and that assumed volatility, term, interest rate and dividend yield changes would be not result in material differences in stock option valuations. Based on the assumed value of common stock, the grant-date fair value of options granted during the six months ended June 30, 2014, year ended 2013, the year ended 2012 was $14,990,000. The Company recognized stock-based compensation expense of $3,050,000, $6,940,000 and $5,000,000 for the six months ended June 30, 2014, year ended 2013 and 2012, respectively, which were included in general and administrative expenses. As of June 30, 2014, there was $10,610,000 of total unrecognized compensation cost related to unvested stock-based compensation awards, which is expected to be recognized over the weighted average remaining vesting period of approximately 2.5 years. | ||||||||||||||||||
| The following is a summary of the outstanding options, as of June 30, 2014: | ||||||||||||||||||
| Weighted Average | ||||||||||||||||||
| Options | Options | Intrinsic | Exercise | Remaining | ||||||||||||||
| Outstanding | Vested | Value | Price | Term | ||||||||||||||
| Options, December 31, 2012 | 3,000,000 | 1,250,000 | ||||||||||||||||
| Granted | 3,185,000 | 1,260,500 | 4 | 0.0001 | 3 years | |||||||||||||
| Exercised | -785,000 | |||||||||||||||||
| Forfeited / expired | - | - | ||||||||||||||||
| Options, December 31, 2013 | 5,400,000 | 2,985,000 | 4.00 | 0.0001 | 2.7 years | |||||||||||||
| Options, June 30, 2014 | 6,400,000 | 3,747,500 | 4 | 0.0001 | 2.5 years | |||||||||||||
| Weighted average assumptions in the calculation of option value: | ||||||||||||||||||
| Historical Volatility | 268.00% | |||||||||||||||||
| Risk Free Rate | 0.83% | |||||||||||||||||
| Dividend Yield | 0.00% | |||||||||||||||||
| Forfeiture Rate | 0.00% | |||||||||||||||||
| The Company has reserved a total of 8,595,630 shares of common stock for issuance under its stock award plan, and 8,595,630 of these shares remained available for future issuance as of June 30, 2014. | ||||||||||||||||||
| 7 INCOME TAXES | 3 Months Ended | 6 Months Ended |
| Jun. 30, 2014 | Jun. 30, 2014 | |
| Accounting Policies [Abstract] | ' | ' |
| 7 INCOME TAXES | ' | ' |
| 7. INCOME TAXES | INCOME TAXES - Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes resulting from temporary differences. Such temporary differences result from differences in the carrying value of assets and liabilities for tax and financial reporting purposes. The deferred tax assets and liabilities represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. | |
| The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. As of June 30, 2014 the Company had a loss and for the period April 29, 2008 (date of inception) through June 30, 2014. The net operating losses resulting from operating activities result in deferred tax assets of approximately $1,765,035 at the effective statutory rates which will expire by the year 2032. The deferred tax asset has been off-set by an equal valuation allowance. There are no current or deferred income tax expense or benefit recognized for the period ended June 30, 2014. | The Company adopted the provisions of FASB ASC 740-10 "Uncertainty in Income Taxes" (ASC 740-10), on January 1, 2007. The Company has not recognized a liability as a result of the implementation of ASC 740-10. A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there is no unrecognized benefit since the date of adoption. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. |
| 5 NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Policies) | 3 Months Ended | 6 Months Ended | |
| Jun. 30, 2014 | Jun. 30, 2014 | ||
| Accounting Policies [Abstract] | ' | ' | |
| USE OF ESTIMATES | ' | ' | |
| USE OF ESTIMATES - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||
| CASH | ' | ' | |
| CASH - All cash, other than held in escrow, is maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Temporary cash investments with an original maturity of three months or less are considered to be cash equivalents. The Company had cash of $185,744 as of December 31, 2013 and $226,971as of the six months ended June 30, 2014. | |||
| RESEARCH AND DEVELOPMENT EXPENSES | ' | ' | |
| RESEARCH AND DEVELOPMENT EXPENSES - Expenditures for research, development, and engineering of products are expensed as incurred. | |||
| COMMON STOCK | ' | ' | |
| COMMON STOCK - The Company records common stock issuances when all of the legal requirements for the issuance of such common stock have been satisfied. | |||
| REVENUE AND COST RECOGNITION | ' | ' | |
| REVENUE RECOGNITION - Revenue related to our services and administrative support services is recognized at the time services have been performed and the report is shipped to the end user. The Company believes that recognizing revenue at the time the report is shipped is appropriate because the Company’s revenue policies meet the following four criteria in accordance with ASC 605-10-S25, Revenue Recognition: Overall, (i) persuasive evidence that arrangement exists, (ii) shipment has occurred, (iii) the price is fixed and determinable and (iv) collectability is reasonably assured. The Company reports revenues net of any sales, use and value added taxes. | |||
| COST OF REVENUES | ' | ' | |
| COST OF REVENUES - Costs of revenues are comprised of fees paid to members of the Company’s medical staff other direct costs including transcription, film and medical record obtainment and transportation; and other indirect costs including labor and overhead related to the generation of revenues. | |||
| GOODWILL AND OTHER INTANGIBLE ASSETS | ' | ' | |
| GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill is an asset representing the future economic benefits arising from assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is reviewed for impairment at least annually in accordance with the provisions of FASB ASC Topic 350, Intangibles — Goodwill and Other (“ASC 350”). The goodwill impairment test is a two-step test. Under the first step, the fair value of the reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the enterprise must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed. | |||
| ADVERTISING COSTS | ' | ' | |
| ADVERTISING COSTS - The Company's policy regarding advertising is to expense advertising when incurred. | |||
| INCOME TAXES | ' | ' | |
| 7. INCOME TAXES | INCOME TAXES - Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes resulting from temporary differences. Such temporary differences result from differences in the carrying value of assets and liabilities for tax and financial reporting purposes. The deferred tax assets and liabilities represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. | ||
| The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. As of June 30, 2014 the Company had a loss and for the period April 29, 2008 (date of inception) through June 30, 2014. The net operating losses resulting from operating activities result in deferred tax assets of approximately $1,765,035 at the effective statutory rates which will expire by the year 2032. The deferred tax asset has been off-set by an equal valuation allowance. There are no current or deferred income tax expense or benefit recognized for the period ended June 30, 2014. | The Company adopted the provisions of FASB ASC 740-10 "Uncertainty in Income Taxes" (ASC 740-10), on January 1, 2007. The Company has not recognized a liability as a result of the implementation of ASC 740-10. A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there is no unrecognized benefit since the date of adoption. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. | ||
| EARNINGS (LOSS) PER SHARE | ' | ' | |
| LOSS PER SHARE - Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted average common shares outstanding for the period. Diluted loss per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares may consist of incremental shares issuable upon the exercise of stock options and warrants and the conversion of notes payable to common stock. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. At June 30, 2014, the Company did not have any potentially dilutive common shares. | |||
| FINANCIAL INSTRUMENTS | ' | ' | |
| FINANCIAL INSTRUMENTS - In September 2006, the Financial Accounting Standards Board (FASB) introduced a framework for measuring fair value and expanded required disclosure about fair value measurements of assets and liabilities. The Company adopted the standard for those financial assets and liabilities as of the beginning of the 2008 fiscal year and the impact of adoption was not significant. FASB Accounting Standards Codification (ASC) 820 "Fair Value Measurements and Disclosures" (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: | |||
| · | Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. | ||
| · | Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. | ||
| · | Level 3 - Inputs that are both significant to the fair value measurement and unobservable. | ||
| Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2014. These financial instruments include stock options granted to the officers in 2013. | |||
| RECENT ACCOUNTING PRONOUNCEMENTS | ' | ' | |
| RECENT ACCOUNTING PRONOUNCEMENTS | |||
| Effective January 2012, the Company adopted ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). ASU 2011-04 represents the converged guidance of the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) on fair value measurement. A variety of measures are included in the update intended to either clarify existing fair value measurement requirements, change particular principles requirements for measuring fair value or for disclosing information about fair value measurements. For many of the requirements, the FASB does not intend to change the application of existing requirements under Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements. ASU 2011-04 was effective for interim and annual periods beginning after December 15, 2011. The adoption of this update did not have a material impact on the consolidated financial statements. | |||
| Effective January 2012, the Company adopted ASU No. 2011-05, Presentation of Comprehensive Income (ASU 2011-05). ASU 2011-05 is intended to increase the prominence of items reported in other comprehensive income and to facilitate convergence of accounting guidance in this area with that of the IASB. The amendments require that all nonowner changes in shareholders’ equity be presented in a single continuous statement of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB issued ASU No. 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (ASU 2011-12). ASU 2011-12 defers the provisions of ASU 2011-05 that require the presentation of reclassification adjustments on the face of both the consolidated statement of income and statement of other comprehensive income. | |||
| Amendments under ASU 2011-05 that were not deferred under ASU 2011-12 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this update did not have a material impact on the consolidated financial statements. | |||
| In December 2011, the FASB issued ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). The amendments in ASU 2011-11 require the disclosure of information on offsetting and related arrangements for financial and derivative instruments to enable users of its financial statements to understand the effect of those arrangements on its financial position. Amendments under ASU 2011-11 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after January 1, 2013. The Company is evaluating the effect, if any, adoption of ASU 2011-11 will have on its consolidated financial statements. | |||
| In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASB’s deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be crossreferenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The Company is evaluating the effect, if any, the adoption of ASU 2013-02 will have on its consolidated financial statements. | |||
| Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. | |||
| 6 STOCKHOLDERSb DEFICIT (Tables) | 6 Months Ended | |||||||||||||||||
| Jun. 30, 2013 | ||||||||||||||||||
| Equity [Abstract] | ' | |||||||||||||||||
| Summary of outstanding options | ' | |||||||||||||||||
| The following is a summary of the outstanding options, as of June 30, 2014: | ||||||||||||||||||
| Weighted Average | ||||||||||||||||||
| Options | Options | Intrinsic | Exercise | Remaining | ||||||||||||||
| Outstanding | Vested | Value | Price | Term | ||||||||||||||
| Options, December 31, 2012 | 3,000,000 | 1,250,000 | ||||||||||||||||
| Granted | 3,185,000 | 1,260,500 | 4 | 0.0001 | 3 years | |||||||||||||
| Exercised | -785,000 | |||||||||||||||||
| Forfeited / expired | - | - | ||||||||||||||||
| Options, December 31, 2013 | 5,400,000 | 2,985,000 | 4.00 | 0.0001 | 2.7 years | |||||||||||||
| Options, June 30, 2014 | 6,400,000 | 3,747,500 | 4 | 0.0001 | 2.5 years | |||||||||||||
| Weighted average assumptions in the calculation of option value | ' | |||||||||||||||||
| Weighted average assumptions in the calculation of option value: | ||||||||||||||||||
| Historical Volatility | 268.00% | |||||||||||||||||
| Risk Free Rate | 0.83% | |||||||||||||||||
| Dividend Yield | 0.00% | |||||||||||||||||
| Forfeiture Rate | 0.00% | |||||||||||||||||
| 3 ACQUISITION b BEHAVIORAL HEALTH CARE ASSOCIATES, LTD. (Details Narrative) (USD $) | 3 Months Ended |
| Dec. 31, 2013 | |
| Business Combinations [Abstract] | ' |
| Cost of acquisition | $4,550,000 |
| Amount payable within ninety days from date of closing | 1,000,000 |
| Amount payable within one hundred eighty days from closing | 750,000 |
| Amoun to be paid in 3 payments every three months two hundred and seventy days after closing | 2,800,000 |
| Final payment | $550,000 |
