Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 7-May-15 | |
Document And Entity Information | ||
Entity Registrant Name | ACCELERA INNOVATIONS, INC. | |
Entity Central Index Key | 1444144 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 41,142,716 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2015 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash | $243,050 | $54,862 |
Accounts receivable, net | 575,280 | 605,796 |
Prepaid expenses | 2,950 | 6,026 |
Total Current Assets | 821,280 | 666,684 |
Property and equipment, net | 9,017 | 6,381 |
Security deposit | 1,805 | 1,805 |
TOTAL ASSETS | 832,102 | 674,870 |
Current Liabilities | ||
Short-term note payable | 844,507 | 844,507 |
Advanced from related party | 64,230 | 31,810 |
Accounts Payable | 122,392 | 88,689 |
Preferred stock subscription payable | 793,892 | 652,462 |
Accrued expenses | 240,280 | 226,099 |
Unearned revenue | 957 | 957 |
Total Current Liabilities | 2,066,258 | 1,844,524 |
Long-term subordinated unsecured notes payable | 4,550,000 | 4,550,000 |
TOTAL LIABILITIES | 6,616,258 | 6,394,524 |
Stockholders' Deficit | ||
Preferred stock; $0.0001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding | ||
Common stock: $0.0001 par value, 100,000,000 authorized, 40,950,951 and 40,445,926 shares issued and outstanding at March 31, 2015 and December 31, 2014 | 4,095 | 4,046 |
Additional paid in capital | 45,435,166 | 43,278,757 |
Accumulated deficit | -51,223,417 | -49,002,457 |
TOTAL STOCKHOLDERS' DEFICIT | -5,784,156 | -5,719,654 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $832,102 | $674,870 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 40,950,951 | 40,445,926 |
Common stock, shares outstanding | 40,950,951 | 40,445,926 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Statement [Abstract] | ||
Revenues | $1,061,988 | $677,729 |
Cost of revenues | 408,837 | 394,066 |
Gross Profit | 653,151 | 283,663 |
General and administrative | 2,874,111 | 1,891,140 |
Total Operating Expenses | 2,874,111 | 1,891,140 |
Income Tax Provision | ||
Net loss from continued operations | -2,220,960 | -1,607,477 |
Net loss from discontinued operations, net of tax | -152,237 | |
Net loss | ($2,220,960) | ($1,759,714) |
Basic and diluted: | ||
Continuing operations | ($0.05) | ($0.07) |
Discontinued operations | ($0.01) | |
Weighted average number of shares outstanding - basic and diluted | 40,591,213 | 22,382,522 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flow (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
OPERATING ACTIVITIES | ||
Net loss | ($2,220,960) | ($1,759,714) |
Adjustment to reconcile net loss to net cash provided (used) in operations: | ||
Depreciation | 314 | |
Changes in purchase price allocation | -65,911 | |
Stock options expense | 1,146,408 | |
Stock based compensation | 1,010,050 | 1,400,000 |
Offering costs for preferred stock subscription | 141,430 | |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Decrease in accounts receivable | 40,316 | 78,634 |
Increase (decrease) in reserves of accounts receivable | -9,800 | 23,507 |
Decrease in prepaid expenses | 3,076 | |
Increase in accounts payable and accrued expenses | 47,884 | 59,807 |
Net Cash Provided (Used) in Operating Activities | 158,718 | -263,677 |
INVESTING ACTIVITIES | ||
Purchase of property and equipment | -2,950 | |
Net Cash Used in Investing Activities | -2,950 | |
FINANCING ACTIVITIES | ||
Issuance of common stock | ||
Shareholder Advances | 284,200 | |
Advances from related parties | 32,420 | |
Net Cash Provided by Financing Activities | 32,420 | 284,200 |
Net increase in cash | 188,188 | 20,523 |
Cash, beginning of period | 54,862 | 185,744 |
Cash, end of period | $243,050 | $206,267 |
Background_Information
Background Information | 3 Months Ended |
Mar. 31, 2015 | |
Background Information | |
Background Information | 1. BACKGROUND INFORMATION |
Accelera Innovations, Inc., formerly Accelerated Acquisitions IV, Inc. (“Accelera” or the “Company”) was incorporated in the State of Delaware on April 29, 2008 for the purpose of raising capital 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. | |
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 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 represented 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 acquiring companies primarily in the post-acute care patient services and information technology services industries. The Company has acquired Behavioral Health and SCI which offers personal care to patients in the Chicago, Illinois area. |
Nature_of_Operations_and_Basis
Nature of Operations and Basis of Consolidation | 3 Months Ended | |
Mar. 31, 2015 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Nature of Operations and Basis of Consolidation | 2. NATURE OF OPERATIONS AND BASIS OF CONSOLIDATION | |
Accelera was incorporated as a Delaware corporation on April 29, 2008. In 2015 and 2014, Accelera operated companies in the personal health care industry. Accelera operated out of three service centers serving counties in the Chicago, Illinois area. The condensed consolidated financial statements include the accounts of Accelera and its 100% owned subsidiaries, Behavioral Health Care Associates, Ltd. and SCI Home Health, Inc. (d/b/a Advance Lifecare Home Health). Significant intercompany accounts and transactions have been eliminated in consolidation. | ||
USE OF ESTIMATES – The preparation of consolidated 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. | ||
Significant estimates in these financial statements include allowance for doubtful accounts, the valuation of intangibles, valuation allowance for deferred taxes, estimated useful life of property and equipment and the fair value of stock and options issues for services and interest. | ||
CASH - All cash 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 no cash equivalents as of March 31, 2015 and December 31, 2014, respectively. | ||
ACCOUNTS RECEIVABLE – Accounts receivable are recorded at estimated value, net of allowance for doubtful accounts. Accounts receivable are not interest bearing. The allowance for doubtful accounts is based upon management’s best estimate and past collection experience. Uncollectible accounts are charged off when all reasonable efforts to collect the accounts have been exhausted. | ||
PROPERTY AND EQUIPMENT– Property and equipment is stated at cost. Depreciation is provided on a straight line basis over the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred; major renewals and betterments are capitalized. When items of property and equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss is included in income. | ||
LONG-LIVED ASSETS INCLUDING GOODWILL AND OTHER ACQUIRED INTANGIBLE ASSETS - The Company reviews property and equipment and certain identifiable intangibles subject to amortization for impairment. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If property and equipment and certain identifiable intangibles subject to amortization are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair value. | ||
PREFERRED STOCK SUBSCRIPTION PAYABLE – During the years ended December 31, 2014 and 2013, an affiliate of the Company entered into subscription agreements with 13 investors. Pursuant to the terms of the subscription agreements, the affiliate agreed to issue shares of the Company’s 8% Convertible Preferred Stock that it was authorized to issue as of May 7, 2015. In exchange, the Company received aggregate proceeds from the investors of $652,462. Accordingly, the Company is obligated to issue an aggregate of 198,473 shares of 8% Convertible Preferred Stock to the investors with a stated value of $4.00 per share or an aggregate of $793,892. At March 31, 2015, net proceeds of $652,462 have been received by or on behalf of the Company and recorded as preferred stock subscription payable net of $141,430 of original issue discount related to such offering which amount was expensed. | ||
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 services and administrative support services is recognized ratably at the time services have been performed and pre-approved by payor. Gross service revenue is recorded in the accounting records on an accrual basis at the provider’s established rates, regardless of whether the health care entity expects to collect that amount. The Company will reserve a provision for contractual adjustment and discounts and deduct from gross service revenue. The Company believes that recognizing revenue at the time the services have been performed 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) services 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. | ||
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. | ||
STOCK BASED COMPENSATION - The Company has share-based compensation plans under which employees, consultants, suppliers and directors may be granted restricted stock, as well as options and warrants to purchase shares of Company common stock at the fair market value at the time of grant. Stock-based compensation cost to employees is measured by the Company at the grant date, based on the fair value of the award, over the requisite service period under ASC 718. For options issued to employees, the Company recognizes stock compensation costs utilizing the fair value methodology over the related period of benefit. Grants of stock to non-employees and other parties are accounted for in accordance with the ASC 505 at measurement date. For awards with service or performance conditions, we generally recognize expense over the service period or when the performance condition is met. | ||
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. | ||
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 March 31, 2015. These financial instruments include stock options granted to the officers in 2015 and 2014. | ||
RECENT ACCOUNTING PRONOUNCEMENTS | ||
In April 2014, the FASB issued ASU 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”. The amendments in the ASU change the criteria for reporting discontinued operations while enhancing disclosures in this area. It also addresses sources of confusion and inconsistent application related to financial reporting of discontinued operations guidance in U.S. GAAP. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The amendments in the ASU are effective in the first quarter of 2015 for public organizations with calendar year ends. Early adoption is permitted. The Company does not expect the adoption to have a significant impact on its consolidated financial statements. | ||
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” This new standard will replace most existing revenue recognition guidance in U.S. GAAP. The core principle of the ASU is that an entity should recognize revenue for the transfer of goods or services equal to the amount it expects to receive for those goods and services. The ASU requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and estimates, and changes in those estimates. The ASU will be effective for the Company beginning January 1, 2017, and allows for both retrospective and modified- retrospective methods of adoption. The Company is in the process of determining the method of adoption it will elect and is currently assessing the impact of this ASU on its consolidated financial statements and footnote disclosures. | ||
In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. The amendment in the ASU provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2016. Earlier adoption is permitted. The Company does not expect the adoption to have a significant impact 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. | ||
RECLASSIFICATIONS - Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings, financial position or cash flows. |
Balance_Sheet_Information
Balance Sheet Information | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Balance Sheet Information | 3. BALANCE SHEET INFORMATION | ||||||||
ACCOUNTS RECEIVABLE, NET | |||||||||
Accounts receivable, net, consists of the following: | |||||||||
March 31, 2015 and December 31, 2014 | 2015 | 2014 | |||||||
Accounts receivable | $ | 717,580 | $ | 757,896 | |||||
Less allowance for doubtful accounts | (142,300 | ) | (152,100 | ) | |||||
$ | 575,280 | $ | 605,796 | ||||||
PROPERTY AND EQUIPMENT, NET | |||||||||
Property and equipment, net, consist of the following: | |||||||||
March 31, 2015 and December 31, 2014 | 2015 | 2014 | |||||||
Furniture and equipment | $ | 5,100 | $ | 2,150 | |||||
Office equipment | 4,824 | 4,824 | |||||||
9,924 | 6,974 | ||||||||
Less accumulated depreciation | (907 | ) | (593 | ) | |||||
$ | 9,017 | $ | 6,381 | ||||||
Depreciation expense for the three months ended March 31, 2015 was $314. |
Going_Concern
Going Concern | 3 Months Ended |
Mar. 31, 2015 | |
Going Concern | |
Going Concern | 4. GOING CONCERN |
The accompanying unaudited 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 $51,223,417 as of March 31, 2015. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to add profitable operating companies 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 events or circumstances that may prevent the accomplishment of our business objectives, include, with limitation, (i) the fact that, if the Company does not raise a minimum of $30,000,000 within the next 12 months to pay debts incurred in connection with the Company’s acquisition of BHCA, SCI and Traditions Home Care, Inc. | |
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. |
Discontinued_Operations
Discontinued Operations | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Discontinued Operations and Disposal Groups [Abstract] | |||||
Discontinued Operations | 5. DISCONTINUED OPERATIONS | ||||
On December 31, 2014, the Company entered into a Separation Agreement with At Home Health Services LLC and All Staffing Services, LLC (“LLC’s) to terminate the purchase agreement entered into on December 13, 2013. The historical financial results of the LLC’s are reflected in the Company’s consolidated financial statements and footnotes as discontinued operations for all periods presented. | |||||
The following table displays summarized activity in the Company’s unaudited condensed consolidated statements of operations for discontinued operations during the three months ended March 31, 2014. | |||||
Three months ended March 31 | 2014 | ||||
Net sales | $ | 163,156 | |||
Operating loss | (152,237 | ) | |||
Loss before income taxes | (152,237 | ) | |||
Income tax expense | - | ||||
Loss from discontinued operation, net of tax | (152,237 | ) | |||
As for the three months ended March 31, 2015, there was no activity in the Company’s unaudited condensed consolidated statement of operations as a result of the Separation Agreement. |
Acquisition_Behavioral_Health_
Acquisition - Behavioral Health Care Associates, Ltd. | 3 Months Ended |
Mar. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisition - Behavioral Health Care Associates, Ltd. | 6. 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. and Behavior Health Care Associates, Ltd. (“BHCA”). Accelera acquired 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 The SPA was amended as of May 30, 2014. | |
Pursuant the SPA, we agreed to pay to Dr. Wolfrum a purchase price of $4,550,000 for his shares of BHCA, of which $1,000,000 is payable on May 31, 2015, $750,000 is payable on July 30, 2015, and $2,800,000 is payable on December 31, 2015. Prior to Dr. Wolfram’s receipt of the $1,000,000 payment, he has the right to cancel and terminate the SPA. In addition, as consideration for entering into various amendments to the SPA, we agreed to issue Dr. Wolfrum a total of 50,000 shares of our common stock which we agreed to register for resale upon completion of a public offering of our securities. |
Acquisition_at_Home_and_All_St
Acquisition - at Home and All Staffing | 3 Months Ended |
Mar. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisition - at Home and All Staffing | 7. ACQUISITION – AT HOME AND ALL STAFFING |
On December 13, 2013 Accelera entered into a Purchase Agreement with At Home Health Services LLC, All Staffing Services, LLC (together, the “Subject LLCs”) and Rose Gallagher, individually and as Trustee of the Rose M. Gallagher Revocable Trust dated November 30, 1994 (“Gallagher”), pursuant to which Accelera agreed to purchase and Gallagher agreed to sell, all of Gallagher’s interests in the Subject LLCs. The Company also entered into an Operating Agreement with the Subject LLCs. | |
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, the Final Closing Date is June 12, 2015 at Gallagher’s office in Mokena, IL. | |
On December 23, 2014, a Settlement Agreement (“Agreement”) was executed between the Company and its related entities and subsidiaries (“Accelera’’), Geoffrey Thompson, an Individual, and At Home Health Management, LLC, (collectively referred to as “Purchaser’’) and At Home Health Services, LLC, All Staffing Services, LLC and Georgia Peaches, LLC, and the Rose M. Gallagher Revocable Trust dated November 30, 1994, and Rose Gallagher individually and as Trustee of the Rose M. Gallagher Revocable Trust dated November 30, 1994, and Daniel Gallagher, individually (collectively referred to as “Seller’’). The Seller and Purchaser are collectively referred to as the “Parties”. | |
The Agreement indicated that there was a default under the purchase agreement and employment agreement with Rose M. Gallagher and Daniel Gallagher. The agreement also indicated that the Purchaser failed to pay the promissory note that had been executed with Georgia Peaches, LLC. | |
The Parties to the Agreement agree to among other things to (1) terminate the purchase agreement; (2) terminate the employment agreements with Rose M. Gallagher and Daniel Gallagher; (3) a resolution under the purchase and employment agreements; (4) a resolution of the promissory note with Georgia Peaches, LLC; and (5) additional matters as indicated in the Agreement. | |
The Parties have agreed to resolve the disputes under the purchase and employment agreements as follows: (1) Seller has previously been issued Stock Certificate Number 1102 for 585,000 shares of Accelera Innovations, Inc. common stock. By execution of this Agreement, Purchaser irrevocably confirms that the 585,000 shares are fully vested and rightfully owned by Seller and under no circumstance shall be cancelled, rescinded, or otherwise not honored by Purchaser; (2) Purchaser shall issue 500,000 shares each to Rose Gallagher and Daniel Gallagher as consideration under the Employment Agreements; and (3) Purchaser shall execute a term promissory note in the principal amount of $344,507. | |
The Parties have agreed to resolve the disputes under the promissory note to Georgia Peaches, LLC as follows: (1) included in the term promissory note of $344,507 (interest at a rate of 11% per annum shall begin to accrue on this note beginning January 1, 2015 and will be due and payable at time of final payment according to the Payment Schedule of $25,000 on March 1, 2015 and $337,602 on June 1, 2015) is the delinquent principal and interest under the original promissory note with Georgia Peaches, LLC and (2) Purchaser shall issue 10,000 shares to the Rose M. Gallagher Revocable Trust dated November 30, 1994. The Company is in default of the promissory note and has a 90 day cure period. The Company paid $5,000 on April 8, 2015. |
Acquisition_SCI_Home_Health_In
Acquisition - SCI Home Health, Inc. (DBA Advance Lifecare Home Health) | 3 Months Ended |
Mar. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisition - SCI Home Health, Inc. (DBA Advance Lifecare Home Health) | 8. ACQUISITION – SCI HOME HEALTH, INC (DBA ADVANCE LIFECARE HOME HEALTH) |
On August 25, 2014, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with SCI Home Health, Inc. (d/b/a Advance Lifecare Home Health) (“SCI”), Ethel dela Cruz, Virgilia Avila, Ma Lourdes Reyes Celicious, Cristina Soriano, Michelle Cartas and Jimmy Lacaba (collectively, the “Sellers”), pursuant to which the Company agreed to purchase, and the Sellers agreed to sell, all their SCI shares, collectively representing all of the outstanding shares of common stock of SCI, for an aggregate adjusted purchase price of $431,070 (the “Stock Purchase”). | |
Pursuant to the terms of the Stock Purchase Agreement, the purchase price was paid as follows: (i) $20,000 via wire transfer concurrently with execution of the Stock Purchase Agreement, and (ii) $430,000 via wire transfer upon approval of the required license transfer by the Illinois Department of Public Health. Pursuant to the Stock Purchase Agreement, revenues generated by SCI, but received by the Company, after the closing of the Stock Purchase will belong to SCI, and SCI agreed to reimburse the Company for expenses generated by SCI after the closing of the Stock Purchase. The Stock Purchase Agreement contains customary representations and warranties and is subject to certain events of default. |
ShortTerm_Notes_Payables
Short-Term Notes Payables | 3 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Short-Term Notes Payables | 9. SHORT-TERM NOTES PAYABLES |
On October 1, 2014, AOK Property Investments LLC (“AOK”), a third party lender, lent the Company and its subsidiary, SCI Home Health (SCI), an aggregate of $500,000. In consideration of AOK’s delivery of an aggregate of $500,000 to the Company and ALM, the Company and ALM executed and delivered a promissory note (the “AOK Note”) in favor of AOK in the aggregate principal amount of $500,000. The AOK Note is due on January 15, 2015 and bears interest in the amount of 500,000 shares of the Company’s common stock, which interest is due and payable on or before January 15, 2015. If the Company and ALM fail to pay any portion of principal or interest when due, interest will continue to accrue and be payable to AOK at the rate of 1,667 shares of Company common stock per day until all principal and accrued interest is fully paid. As of the date of the auditors’ report all principal and accrued interest remains outstanding. There is no prepayment penalty; provided, however, that the interest is due in full at the time of any prepayment. | |
If an event of default under the AOK Note occurs AOK may accelerate the AOK Note’s maturity date so that the unpaid principal amount, together with accrued interest, is immediately due in its entirety. Pursuant to the terms of the AOK Note, an event of default occurs if (i) the Company or ALM fails to make any payment required by the AOK Note when due, (ii) the Company or SCI voluntarily dissolves or ceases to exist, or any final and non-appealable order or judgment is entered against the Company or SCI ordering its dissolution, (iii) the Company or ALM fails to pay, becomes insolvent or unable to pay, or admits in writing an inability to pay its debts as they become due, or makes a general assignment for the benefit of creditors; or (iv) a proceeding with respect to the Company or ALM is commenced for the benefit of creditors, including but not limited to any bankruptcy or insolvency law. | |
A portion of the proceeds of the loan from AOK was used by the Company to fund the Stock Purchase (see Note 8), which closed on October 7, 2014. | |
The Company entered into a $344,507 promissory note (the “Trust Note”) with the Rose. M Gallagher Revocable Trust (“Trust”) in conjunction with the Settlement Agreement (see Note 7). The Trust Note bears interest at 11.0% per annum. The first payment of $25,000 is due on March 1, 2015. The final principal and interest payment is due on June 1, 2015. The entire outstanding principal balance of Trust Note may be prepaid at any time, in whole or in part, without premium or penalty, and the interest accrued on the remaining principal balance shall be adjusted accordingly. The Company is in default of the Trust Note and has a 90 day cure period. The Company paid $5,000 on April 8, 2015. | |
If an event of default under the Trust Note occurs the Trust may accelerate the Trust Note’s maturity date so that the unpaid principal amount, together with accrued interest, is immediately due in its entirety. In addition, the Company promises to pay one thousand dollars as consideration for costs of collection of the Trust Note, including but not limited to attorneys’ fees, paid or incurred on account of such collection, whether or not suit is filed with respect thereto and whether such cost or expense is paid or incurred, or to be paid or incurred, prior to or after the entry of judgment. Pursuant to the terms of the Trust Note, an event of default occurs if (i) the Company fails to make any payment required by the Trust Note when due, (ii) the Company fails to observe or perform any covenant, condition or agreement under the Trust Note, (iii) a proceeding with respect to the Company is commenced for the benefit of creditors, including but not limited to any bankruptcy or insolvency law; or (iv) the Company becomes insolvent. |
Commitments
Commitments | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment | 10. COMMITMENTS |
Planned Acquisition of Grace Home Health Care, Inc. | |
On November 25, 2014, the Company entered into a stock purchase agreement (the “Grace SPA”) with Grace Home Health Care, Inc. (“Grace”), a provider of home health care services, as well as Angelito D. Cadiente, and Loida F. Cadiente (collectively the “Grace Sellers”), pursuant to which we agreed to purchase, and the Sellers agreed to sell, all of their Grace shares, collectively representing all of the outstanding shares of common stock of Grace, as well as all of Grace’s assets, for an aggregate purchase price of $5,250,000 (the “Grace Purchase Price”). The Grace Purchase Price is to be paid by us as follows: $2,625,000 on or before January 15, 2015 (the “Grace Closing Date”), $1,312,500 six months after the Grace Closing Date, and $1,312,500.00 twelve months after the Grace Closing Date. However, we have the right to extend the Grace Closing Date by an additional forty-five (45) days, in order for us to secure the requisite funding, so long as we give notice to the Grace Sellers on or before December 15, 2014. The Grace SPA contains customary representations and warranties and is subject to certain events of default. | |
We have also agreed to hire Angelo L. Cadiente as Grace’s Chief Executive Officer upon the Grace Closing Date. Under the terms of his proposed employment agreement, Mr. Cadiente will become the Chief Executive Officer for Grace for a period of three years beginning on the Grace Closing Date and pay him an annual base salary of $175,000 plus a bonus in an amount equal to 5% of the increase in Grace’s gross revenue from the base gross revenue earned in the previous year and an additional amount equal to 10% of the base earnings before interest, taxes, depreciation and amortization (“EBITDA”) increases of Grace from the base EBITDA of Grace in the previous year. In addition, Mr. Cadiente will be entitled to four weeks of vacation, twelve sick days and health benefits and reimbursement of out of pocket expenses for business entertainment in connection with his duties. Mr. Cadiente is subject to a restriction on solicitation of Grace’s customers or clients following termination of his employment agreement for a period of one year. Since no consideration has been paid as of March 31, 2015, the acquisition is consider incomplete and not final. | |
Planned Acquisition of the assets of Watson Health Care, Inc. and Affordable Nursing, Inc. | |
On November 25, 2014, we entered into an asset purchase agreement (the “Watson-Affordable Nursing APA”) with Watson Health Care, Inc. (“Watson”) and Affordable Nursing, Inc. (“Affordable”) (Watson and Affordable are collectively referred to as the “Sellers”), providers of home health care services, pursuant to which we agreed to purchase, and the Sellers agreed to sell, all of their assets, for an aggregate purchase price of $3,000,000 (the “Watson-Affordable Purchase Price”). The Watson-Affordable Purchase Price will be paid by us as follows: $1,000,000 on or before January 15, 2015 (the “Watson-Affordable Closing Date”), $1,000,000 on or before six months after the Watson-Affordable Closing Date, and $1,000,000 on or before twelve months after the Watson-Affordable Closing Date. However, we have the right to extend the Watson-Affordable Closing Date by an additional sixty (60) days. The Watson-Affordable APA contains customary representations and warranties and is subject to certain events of default. In addition, Kevin Watson, the sole owner of Watson and Affordable and the Company will mutually agree to a transition period where Mr. Watson will work with Watson and Affordable to transition their operations to the Company. Further, the Company, Watson and Affordable will identify certain employees of Watson and Affordable who will enter into employment agreements with the Company. Since no consideration has been paid as of March 31, 2015, the acquisition is consider incomplete and not final. | |
Planned Acquisition of Traditions Home Care, Inc. | |
On January 5, 2015, the Company entered into a stock purchase agreement (the “Traditions SPA”) with Traditions Home Care, Inc. (“Traditions”), a provider of home health care services, as well as Sonny Nix and John Noah (collectively the “Sellers”), pursuant to which we agreed to purchase, and the Sellers agreed to sell, all of their shares of Traditions, collectively representing all of the outstanding shares of common stock of Traditions, as well as all of Traditions’ assets, for an aggregate purchase price of $6,000,000 (the “Purchase Price”). The Purchase Price is to be paid by us as follows: $3,000,000 on or before June 30, 2015 (the “Closing Date”), $1,500,000 six months after the Closing Date, and $1,500,000 twelve months after the Closing Date. However, we have the right to extend the Closing Date by an additional forty-five (45) days, in order for us to secure the requisite funding, so long as we give notice to the Sellers on or before March 1, 2015. The Traditions SPA contains customary representations and warranties, and is subject to certain events of default. | |
We have also agreed to hire Sonny Nix (“Nix”) as Traditions’ Chief Executive Officer, pursuant to the terms of the employment agreement attached as Exhibit B to the Traditions SPA (the “Employment Agreement”). The Employment Agreement will only become effective upon closing of the Traditions SPA. Under the Employment Agreement, Nix will become the Chief Executive Officer for Traditions for a period of three years beginning on the Closing Date and pay him an annual base salary of $150,000 plus a bonus in an amount equal to 5% of the increase in Traditions’ gross revenue from the base gross revenue earned in the previous year, and an additional amount equal to 10% of the base earnings before interest, taxes, depreciation and amortization (“EBITDA”) increases of Traditions from the base EBITDA of Traditions in the previous year. In addition, Nix will be entitled to three weeks of vacation, twelve sick days, and health benefits. Nix is subject to a restriction on solicitation of Traditions’ customers or clients following termination of his Employment Agreement for a period of one year. Since no consideration has been paid as of March 31, 2015, the acquisition is consider incomplete and not final. |
Stockholders_Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Deficit | 11. STOCKHOLDERS’ DEFICIT |
The Company has two classes of stock, preferred stock and common stock. There are 10,000,000 shares of $.0001 par value preferred shares authorized, 500,000 of which have been designated as 8% Convertible Preferred Stock as of May 7, 2015. There have been no shares issued as of March 31, 2015. There are 100,000,000 shares of $.0001 par value common shares authorized. The Company has 40,950,951 and 40,445,926 issued and outstanding shares as of March 31, 2015 and December 31, 2014. | |
The Company issued 380,000 shares for services at the fair value of $760,000 for the period ended March 31, 2015. | |
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 to a contractual standards 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 of facts. Investors should read the Investment Agreement together with the other information concerning 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 5:00 pm New York time on September 3, 2018 the expiration date. |
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||
Stock-Based Compensation | 12. STOCK-BASED COMPENSATION | ||||||||||||||||||||
The Company recognizes stock-based compensation expense in its statement of operations based on the fair value of employee stock options 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 not result in material differences in stock option valuations. The Company recognized stock-based compensation expense of $1,146,408 and $1,400,000 for the three months ended March 31, 2015 and 2014, respectively, which were included in general and administrative expenses. As of March 31, 2015, there was $5,923,004 of total unrecognized compensation cost related to unvested stock-based compensation awards, which is expected to be recognized over the weighted average remaining vested period of approximately 1.5 years. | |||||||||||||||||||||
The following is a summary of the outstanding options, as of March 31, 2015: | |||||||||||||||||||||
Weighted Average | |||||||||||||||||||||
Options | Options | Intrinsic | Exercise | Remaining | |||||||||||||||||
Outstanding | Vested | Value | Price | Term | |||||||||||||||||
Options, December 31, 2013 | 4,849,000 | 2,985,000 | |||||||||||||||||||
Granted | 2,060,000 | 283,083 | 4 | 0.0001 | 3 years | ||||||||||||||||
Exercised | - | ||||||||||||||||||||
Forfeited / expires | (1,020,417 | ) | - | ||||||||||||||||||
Options, December 31, 2014 | 5,888,583 | 4,049,772 | 4 | 0.0001 | 2.5 years | ||||||||||||||||
Options, March 31, 2015 | 5,888,583 | 4,338,249 | 4 | 0.0001 | 1.5 years | ||||||||||||||||
Weighted average assumptions in the calculation of option value: | |||||||||||||||||||||
Historical Volatility | 268 | % | |||||||||||||||||||
Risk Free Rate | 0.83 | % | |||||||||||||||||||
Dividend Yield | 0 | % | |||||||||||||||||||
Forfeiture Rate | 0 | % | |||||||||||||||||||
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 March 31, 2015. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended | ||
Mar. 31, 2015 | |||
Related Party Transactions [Abstract] | |||
Related Party Transactions | 13. RELATED PARTY TRANSACTIONS | ||
The Company and Synergistic Holdings, LLC (“Synergistic”), a controlling shareholder of the Company, agreed to cancel 796,671 shares of the Company’s common stock owned by Synergistic and forgive certain indebtedness owed by the Company to Synergistic in the amount of $1,018,618. In addition, the Company entered into an oral agreement to amend the license agreement entered into between the Company and Synergistic to reduce the total amount of reimbursable distribution and commercialization expenses due under the license agreement by $585,181 to $29,414,819 and defer the commencement date of the agreement until the payment dates for the following amounts: | |||
(a) | $5,000,000 no later than December 31, 2015; | ||
(b) | An additional $7,500,000 no later than December 31, 2016; | ||
(c) | An additional $10,000,000 no later than December 31, 2017; and | ||
(d) | An additional $6,914,819 no later than December 31, 2018. | ||
Tec Explorer is a related party through common ownership. Tec Explorer supplied working capital to the Company to fund primarily software acquisition costs, accounting services, commissions and subcontract costs during 2010 through 2013. Synergistic Holdings, LLC assumed all obligations to Tec Explorer during 2014 and 2013 on behalf of the Company. This verbal agreement was agreed to by all three companies. |
Subsequent_Events
Subsequent Events | 3 Months Ended | ||
Mar. 31, 2015 | |||
Subsequent Events [Abstract] | |||
Subsequent Events | 14. SUBSEQUENT EVENTS | ||
On May 7, 2015, the Company agreed with Grace to amend the closing date of our planned acquisition of its assets to June 30, 2015. | |||
On May 7, 2015, the Company agreed with Traditions to amend the closing date of our planned acquisition of its assets to June 30, 2015. | |||
On May 7, 2015, the Company and Synergistic agreed to amend the Synergistic Licensing Agreement to eliminate the Company’s $29,414,819 funding requirements under Article 3 and replace it with a requirement to pay a license fee in the amount of 10,000 common shares upon completion and acceptance of each installation of the software at a location for each affiliate or subsidiary of the Company and the sum of $10,000 on each anniversary after each such installation during the period of time in which the Software is used at such location. In addition, the Company will be responsible for the reasonable installation costs incurred by Synergistic in connection with the installation and setup of the software as required by the Company. The license fee may be paid in cash or the Company’s common stock. In addition, the Synergistic Licensing Agreement was amended to delete the Company’s exclusive rights under such agreement. | |||
On May 8, 2015, the Company entered into a separation agreement with Daniel Freeman, the Company’s former Chief Financial Officer. Under the terms of the separation agreement, the Company agreed to pay Mr. Freeman $100,000 at such time as the Company closes on a financing transaction or offering of its securities where the Company receives a minimum of $2,000,000 in cash and accelerated the vesting of and awarded Mr. Freeman options to purchase 409,000 shares of the Company’s unregistered common stock at a price of $.0001 per share which expire on September 30, 2024. The separation agreement included a release of claims by Mr. Freeman in favor of the Company and other standard provisions included in separation agreements. | |||
On May 8, 2015, the Company filed a Certificate of Designation, Preferences, and Rights of 8% Convertible Preferred Stock (the “Certificate of Designation”) with the State of Delaware to designate 500,000 shares of 8% Convertible Preferred Stock. The Certificate of Designation and their filing were approved by the board of directors of the Company on May 8, 2015, without shareholder approval, as provided for in the Company’s certificate of incorporation and under Delaware law. | |||
The 500,000 shares of 8% Convertible Preferred Stock have the following the designations, rights, and preferences: | |||
● | The state value of each share is $4.00, | ||
● | Holders of shares of 8% Convertible Preferred Stock do not have any voting rights, | ||
● | The shares pay quarterly dividends in arrears at the rate of 8% per annum and on each conversion date. Subject to certain conditions, the dividends are payable at our option in cash or such dividends shall be accreted to, and increase, the outstanding Stated Value, | ||
● | Each share is convertible into shares of our common stock at a conversion price of $4.00 per share, subject to adjustment discussed below, and | ||
● | The conversion price of the 8% Convertible Preferred is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events. | ||
On May 10, 2015, the Company agreed with Watson and Affordable to amend the closing date of our planned acquisition of its assets to June 10, 2015 and the Company agreed to issue an unspecified number of additional shares of its common stock to Watson and Affordable. |
Nature_of_Operations_and_Basis1
Nature of Operations and Basis of Consolidation (Policies) | 3 Months Ended | |
Mar. 31, 2015 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Use of Estimates | USE OF ESTIMATES – The preparation of consolidated 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. | |
Significant estimates in these financial statements include allowance for doubtful accounts, the valuation of intangibles, valuation allowance for deferred taxes, estimated useful life of property and equipment and the fair value of stock and options issues for services and interest. | ||
Cash | CASH - All cash 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 no cash equivalents as of March 31, 2015 and December 31, 2014, respectively. | |
Accounts Receivable | ACCOUNTS RECEIVABLE – Accounts receivable are recorded at estimated value, net of allowance for doubtful accounts. Accounts receivable are not interest bearing. The allowance for doubtful accounts is based upon management’s best estimate and past collection experience. Uncollectible accounts are charged off when all reasonable efforts to collect the accounts have been exhausted. | |
Property and Equipment | PROPERTY AND EQUIPMENT– Property and equipment is stated at cost. Depreciation is provided on a straight line basis over the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred; major renewals and betterments are capitalized. When items of property and equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss is included in income. | |
Long-Lived Assets Including Goodwill And Other Acquired Intangible Assets | LONG-LIVED ASSETS INCLUDING GOODWILL AND OTHER ACQUIRED INTANGIBLE ASSETS - The Company reviews property and equipment and certain identifiable intangibles subject to amortization for impairment. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If property and equipment and certain identifiable intangibles subject to amortization are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair value. | |
Preferred Stock Subscription Payable | PREFERRED STOCK SUBSCRIPTION PAYABLE – During the years ended December 31, 2014 and 2013, an affiliate of the Company entered into subscription agreements with 13 investors. Pursuant to the terms of the subscription agreements, the affiliate agreed to issue shares of the Company’s 8% Convertible Preferred Stock that it was authorized to issue as of May 7, 2015. In exchange, the Company received aggregate proceeds from the investors of $652,462. Accordingly, the Company is obligated to issue an aggregate of 198,473 shares of 8% Convertible Preferred Stock to the investors with a stated value of $4.00 per share or an aggregate of $793,892. At March 31, 2015, net proceeds of $652,462 have been received by or on behalf of the Company and recorded as preferred stock subscription payable net of $141,430 of original issue discount related to such offering which amount was expensed. | |
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 Recognition | REVENUE RECOGNITION - Revenue related to services and administrative support services is recognized ratably at the time services have been performed and pre-approved by payor. Gross service revenue is recorded in the accounting records on an accrual basis at the provider’s established rates, regardless of whether the health care entity expects to collect that amount. The Company will reserve a provision for contractual adjustment and discounts and deduct from gross service revenue. The Company believes that recognizing revenue at the time the services have been performed 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) services 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. | |
Advertising Costs | ADVERTISING COSTS - The Company’s policy regarding advertising is to expense advertising when incurred. | |
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 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. | ||
Stock Based Compensation | STOCK BASED COMPENSATION - The Company has share-based compensation plans under which employees, consultants, suppliers and directors may be granted restricted stock, as well as options and warrants to purchase shares of Company common stock at the fair market value at the time of grant. Stock-based compensation cost to employees is measured by the Company at the grant date, based on the fair value of the award, over the requisite service period under ASC 718. For options issued to employees, the Company recognizes stock compensation costs utilizing the fair value methodology over the related period of benefit. Grants of stock to non-employees and other parties are accounted for in accordance with the ASC 505 at measurement date. For awards with service or performance conditions, we generally recognize expense over the service period or when the performance condition is met. | |
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. | |
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 March 31, 2015. These financial instruments include stock options granted to the officers in 2015 and 2014. | ||
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS | |
In April 2014, the FASB issued ASU 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”. The amendments in the ASU change the criteria for reporting discontinued operations while enhancing disclosures in this area. It also addresses sources of confusion and inconsistent application related to financial reporting of discontinued operations guidance in U.S. GAAP. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The amendments in the ASU are effective in the first quarter of 2015 for public organizations with calendar year ends. Early adoption is permitted. The Company does not expect the adoption to have a significant impact on its consolidated financial statements. | ||
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” This new standard will replace most existing revenue recognition guidance in U.S. GAAP. The core principle of the ASU is that an entity should recognize revenue for the transfer of goods or services equal to the amount it expects to receive for those goods and services. The ASU requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and estimates, and changes in those estimates. The ASU will be effective for the Company beginning January 1, 2017, and allows for both retrospective and modified- retrospective methods of adoption. The Company is in the process of determining the method of adoption it will elect and is currently assessing the impact of this ASU on its consolidated financial statements and footnote disclosures. | ||
In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. The amendment in the ASU provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2016. Earlier adoption is permitted. The Company does not expect the adoption to have a significant impact 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. | ||
Reclassifications | RECLASSIFICATIONS - Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings, financial position or cash flows. |
Balance_Sheet_Information_Tabl
Balance Sheet Information (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Schedule of Accounts Receivable | Accounts receivable, net, consists of the following: | ||||||||
March 31, 2015 and December 31, 2014 | 2015 | 2014 | |||||||
Accounts receivable | $ | 717,580 | $ | 757,896 | |||||
Less allowance for doubtful accounts | (142,300 | ) | (152,100 | ) | |||||
$ | 575,280 | $ | 605,796 | ||||||
Schedule of Property and Equipment | Property and equipment, net, consist of the following: | ||||||||
March 31, 2015 and December 31, 2014 | 2015 | 2014 | |||||||
Furniture and equipment | $ | 5,100 | $ | 2,150 | |||||
Office equipment | 4,824 | 4,824 | |||||||
9,924 | 6,974 | ||||||||
Less accumulated depreciation | (907 | ) | (593 | ) | |||||
$ | 9,017 | $ | 6,381 |
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Discontinued Operations and Disposal Groups [Abstract] | |||||
Summary of Discontinued Operations | The following table displays summarized activity in the Company’s unaudited condensed consolidated statements of operations for discontinued operations during the three months ended March 31, 2014. | ||||
Three months ended March 31 | 2014 | ||||
Net sales | $ | 163,156 | |||
Operating loss | (152,237 | ) | |||
Loss before income taxes | (152,237 | ) | |||
Income tax expense | - | ||||
Loss from discontinued operation, net of tax | (152,237 | ) |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||
Schedule of Outstanding Options | The following is a summary of the outstanding options, as of March 31, 2015: | ||||||||||||||||||||
Weighted Average | |||||||||||||||||||||
Options | Options | Intrinsic | Exercise | Remaining | |||||||||||||||||
Outstanding | Vested | Value | Price | Term | |||||||||||||||||
Options, December 31, 2013 | 4,849,000 | 2,985,000 | |||||||||||||||||||
Granted | 2,060,000 | 283,083 | 4 | 0.0001 | 3 years | ||||||||||||||||
Exercised | - | ||||||||||||||||||||
Forfeited / expires | (1,020,417 | ) | - | ||||||||||||||||||
Options, December 31, 2014 | 5,888,583 | 4,049,772 | 4 | 0.0001 | 2.5 years | ||||||||||||||||
Options, March 31, 2015 | 5,888,583 | 4,338,249 | 4 | 0.0001 | 1.5 years | ||||||||||||||||
Schedule of Weighted Average Assumptions Value | Weighted average assumptions in the calculation of option value: | ||||||||||||||||||||
Historical Volatility | 268 | % | |||||||||||||||||||
Risk Free Rate | 0.83 | % | |||||||||||||||||||
Dividend Yield | 0 | % | |||||||||||||||||||
Forfeiture Rate | 0 | % |
Background_Information_Details
Background Information (Details Narrative) (USD $) | 0 Months Ended | ||
Jun. 13, 2011 | Mar. 31, 2015 | Dec. 31, 2014 | |
Common stock par value | $0.00 | $0.00 | |
Common stock, shares issued | 40,950,951 | 40,445,926 | |
Common stock, shares outstanding | 40,950,951 | 40,445,926 | |
Synergistic Holdings LLC [Member] | |||
Number of shares agreed to acquire by entity | 17,000,000 | ||
Common stock par value | $0.00 | ||
Equity ownership percentage | 93.15% | ||
Common stock, shares issued | 18,250,000 | ||
Common stock, shares outstanding | 18,250,000 | ||
Accelerated Venture Partners, LLC [Member] | |||
Common stock par value | $0.00 | ||
Number of stock shares for tender issuance | 3,750,000 | ||
Number of shares agree to issue for cancellation | 5,000,000 | ||
Equity ownership percentage | 6.85% |
Nature_of_Operations_and_Basis2
Nature of Operations and Basis of Consolidation (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Integer | Integer | |||
Cash equivalents | ||||
Number of investors entered into subscription agreement | 13 | 13 | ||
Percentage of convertible preferred stock authorized to issue | 8.00% | 8.00% | 8.00% | |
Convertible preferred stock authorized to issue date | 7-May-15 | 7-May-15 | ||
Proceeds from investors | 32,420 | |||
Preferred stock, par value | $0.00 | $0.00 | ||
Investors [Member] | ||||
Proceeds from investors | 652,462 | |||
Sale of stock issued during perid | 198,473 | |||
Preferred stock, par value | $4 | |||
Preferred stock subscription payable | $141,430 | |||
Home Health Management LLC And All Staffing Services LLC [Member] | ||||
Equity ownership percentage | 100.00% | |||
Behavioral Health Care Associates LTD [Member] | ||||
Equity ownership percentage | 100.00% |
Balance_Sheet_Information_Deta
Balance Sheet Information (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Depreciation | $314 |
Balance_Sheet_Information_Sche
Balance Sheet Information - Schedule of Accounts Receivable (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accounts receivable | $717,580 | $757,896 |
Less allowance for doubtful accounts | -142,300 | -152,100 |
Accounts receivable | $575,280 | $605,796 |
Balance_Sheet_Information_Sche1
Balance Sheet Information - Schedule of Property and Equipment (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Property and equipment gross | $9,924 | $6,974 |
Less accumulated depreciation | -907 | -593 |
Property and equipment net | 9,017 | 6,381 |
Furniture And Equipment [Member] | ||
Property and equipment gross | 5,100 | 2,150 |
Office Equipment [Member] | ||
Property and equipment gross | $4,824 | $4,824 |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Accumulated deficit | $51,223,417 | $49,002,457 |
Future debt repayment limit disclosure | the fact that, if the Company does not raise a minimum of $30,000,000 within the next 12 months to pay debts incurred in connection with the Company’s acquisition of BHCA, SCI and Traditions Home Care, Inc. | |
BHCA, SCI And Traditions Home Care, Inc [Member] | ||
Payment of debt incurred with business acquisition | $30,000,000 |
Discontinued_Operations_Summar
Discontinued Operations - Summary of Discontinued Operations (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Net sales | $163,156 |
Operating loss | -152,237 |
Loss before income taxes | -152,237 |
Income tax expense | |
Loss from discontinued operation, net of tax | ($152,237) |
Acquisition_Behavioral_Health_1
Acquisition - Behavioral Health Care Associates, Ltd. (Details Narrative) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | Nov. 20, 2013 | |
Common stock, shares issued | 40,950,951 | 40,445,926 | |
Common stock, shares outstanding | 40,950,951 | 40,445,926 | |
Blaise J. Wolfrum, M.D [Member] | |||
Number of common stock register for resale | 50,000 | ||
Blaise J. Wolfrum, M.D [Member] | May 31, 2015 [Member] | |||
Amount agree to pay by the entity as per purchase agreement | -1,000,000 | ||
Blaise J. Wolfrum, M.D [Member] | July 30, 2015 [Member] | |||
Amount agree to pay by the entity as per purchase agreement | -750,000 | ||
Blaise J. Wolfrum, M.D [Member] | December 31, 2015 [Member] | |||
Amount agree to pay by the entity as per purchase agreement | -2,800,000 | ||
Behavioral Health Care Associates LTD [Member] | |||
Business acquisition equity ownership percentage | 100.00% | ||
Purchase price assets value | 4,550,000 | ||
Stock Purchase Agreement [Member] | Blaise J. Wolfrum, M.D [Member] | |||
Business acquisition equity ownership percentage | 100.00% | ||
Common stock, shares issued | 100,000 | ||
Common stock, shares outstanding | 100,000 |
Acquisition_at_Home_and_All_St1
Acquisition - at Home and All Staffing (Details Narrative) (USD $) | 3 Months Ended | 0 Months Ended | ||
Mar. 31, 2015 | Dec. 13, 2013 | Mar. 01, 2015 | Dec. 31, 2014 | |
Final payment of debt | $25,000 | |||
June 1, 2015 [Member] | ||||
Final payment of debt | 337,602 | |||
April 8, 2015 [Member] | ||||
Note payable | 5,000 | |||
Purchaser [Member] | Employment Agreement [Member] | ||||
Promissory note principal amount | 344,507 | |||
Georgia Peaches LLC., [Member] | ||||
Promissory note principal amount | 344,507 | |||
Interest rate | 11.00% | |||
Rose.M [Member] | ||||
Stock issued during period shares | 10,000 | |||
Rose M. Gallagher [Member] | Amount Payable Within Ninety Days [Member] | ||||
Amount agree to pay by the entity as per purchase agreement | 500,000 | |||
Purchase Agreement [Member] | Seller [Member] | ||||
Previously isssued stock | 585,000 | |||
Cancelled shares of vested | 500,000 | |||
Purchase Agreement [Member] | Rose M. Gallagher [Member] | ||||
Amount agree to pay by the entity as per purchase agreement | 1,420,000 | |||
Amount Payable Within Eight Months [Member] | Rose M. Gallagher [Member] | ||||
Amount agree to pay by the entity as per purchase agreement | 420,000 | |||
Amount Payable Within Eighteen Months [Member] | Rose M. Gallagher [Member] | ||||
Amount agree to pay by the entity as per purchase agreement | $500,000 |
Acquisition_SCI_Home_Health_In1
Acquisition - SCI Home Health, Inc. (DBA Advance Lifecare Home Health) (Details Narrative) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Stock Purchase Agreement [Member] | |
Aggregated shares purchase price | $20,000 |
SCI Home Health Inc., [Member] | |
Aggregated shares purchase price | 431,070 |
Department Of Public Health [Member] | |
Aggregated shares purchase price | $430,000 |
ShortTerm_Notes_Payables_Detai
Short-Term Notes Payables (Details Narrative) (USD $) | 0 Months Ended | |||
Oct. 04, 2014 | Mar. 01, 2015 | Oct. 02, 2014 | Mar. 31, 2015 | |
April 8, 2015 [Member] | ||||
Promissory notes | $5,000 | |||
AOK Note [Member] | ||||
Common stock shares | 1,667 | |||
Trust Note [Member] | ||||
Debt instrument due date | 1-Mar-15 | |||
Final debt instrument due date | 1-Jun-15 | |||
Promissory notes | 344,507 | |||
Annual interest rate | 11.00% | |||
Payment of debt | 25,000 | |||
Trust Note [Member] | April 8, 2015 [Member] | ||||
Promissory notes | 5,000 | |||
Advanced Life Management [Member] | ||||
Aggregate amount of property investments | 500,000 | |||
Advanced Life Management [Member] | AOK Note [Member] | ||||
Consideration of promissory note | 500,000 | |||
Aggregate principal amount | $500,000 | |||
Debt instrument due date | 15-Jan-15 | |||
Common stock shares | 500,000 |
Commitments_Details_Narrative
Commitments (Details Narrative) (USD $) | 0 Months Ended | |
Nov. 25, 2014 | Jan. 05, 2015 | |
Mr.Cadiente [Member] | ||
Base salary | $175,000 | |
Percentage of gross revenue from base gross earned | 5.00% | |
Percentage of earning before income taxes | 10.00% | |
Chief Executive Officer [Member] | ||
Base salary | 150,000 | |
Percentage of gross revenue from base gross earned | 5.00% | |
Percentage of earning before income taxes | 10.00% | |
Grace Home Health Care Inc [Member] | ||
Business acquistion purchase price allocation | 5,250,000 | |
Grace Home Health Care Inc [Member] | on or before January 15, 2015 [Member] | ||
Payments to acquire health care assets | 2,625,000 | |
Grace Home Health Care Inc [Member] | Six Months After Grace Closing Date [Member] | ||
Payments to acquire health care assets | 1,312,500 | |
Grace Home Health Care Inc [Member] | Twelve Months After Grace Closing Date [Member] | ||
Payments to acquire health care assets | 1,312,500 | |
Grace Home Health Care Inc [Member] | On Or Before Six Months After Watson Affordable Closing Date [Member] | ||
Payments to acquire health care assets | 1,000,000 | |
Grace Home Health Care Inc [Member] | On Or Before Twelve Months After Watson Affordable Closing Date [Member] | ||
Payments to acquire health care assets | 1,000,000 | |
Grace Home Health Care Inc [Member] | On Or Before June 30, 2015 [Member] | ||
Payments to acquire health care assets | 3,000,000 | |
Grace Home Health Care Inc [Member] | Six Months After Closing Date [Member] | ||
Payments to acquire health care assets | 1,500,000 | |
Watson Health Care Inc [Member] | ||
Business acquistion purchase price allocation | 3,000,000 | |
Watson Health Care Inc [Member] | on or before January 15, 2015 [Member] | ||
Payments to acquire health care assets | 1,000,000 | |
Traditions Home Care Inc [Member] | ||
Business acquistion purchase price allocation | 6,000,000 | |
Traditions Home Care Inc [Member] | Twelve Months After Grace Closing Date [Member] | ||
Payments to acquire health care assets | $1,500,000 |
Stockholders_Deficit_Details_N
Stockholders' Deficit (Details Narrative) (USD $) | 3 Months Ended | 0 Months Ended | |
Mar. 31, 2015 | Oct. 04, 2013 | Dec. 31, 2014 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, par value | $0.00 | $0.00 | |
Percentage of designated convertible preferred stock | 8.00% | ||
Designated convertible preferred stock date | 7-May-15 | ||
Preferred stock, shares issued | 0 | 0 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, par value | $0.00 | $0.00 | |
Common stock, shares issued | 40,950,951 | 40,445,926 | |
Common stock, shares outstanding | 40,950,951 | 40,445,926 | |
Issuance of common stock for service | 380,000 | ||
Issuance of common stock for service, value | $760,000 | ||
Equity Purchase Agreement [Member] | Lambert Private Equity, LLC [Member] | |||
Maximum value of stock that company entitled to put to the investors | 2,000,000 | ||
Maximum number of shares that company entitled to put to the investors | 285,710 | ||
Percentage of purchase price based on the daily volume weighted average price | 90.00% | ||
Maximum percentage of shares held by the company for fulfill the investor's condition | 4.99% | ||
Equity Purchase Agreement [Member] | Lambert Private Equity, LLC [Member] | Warrant [Member] | |||
Issuance of warrant/option, percentage | 100.00% | ||
Issuance of stock option to purchase of common stock, shares | 14,287,710 | ||
Warrant expiration date | 3-Sep-18 | ||
Equity Purchase Agreement [Member] | Lambert Private Equity, LLC [Member] | |||
Common stock agree to purchase by the entity, period | 36 months | ||
Number of shares issued by the company to investors | 285,710 | ||
Option issued to purchase common stock, description | Common shares at the price of the lesser of (a) $7.00 or (b) 110% of the lowest daily VWAP. | ||
Equity Purchase Agreement [Member] | Lambert Private Equity, LLC [Member] | Minimum [Member] | |||
Value of common stock agree to purchase by the entity | 100,000,000 | ||
Equity Purchase Agreement [Member] | Lambert Private Equity, LLC [Member] | Maximum [Member] | |||
Value of common stock agree to purchase by the entity | 200,000,000 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Option exercisable price per share | $4 | |
Proceeds from issuance of private placements | $85,000,000 | |
Share based compensation amount | 1,146,408 | 1,400,000 |
Unrecognized compensation cost related to unvested stock-based compensation awards | $5,923,004 | |
Weighted average remaining term vested, options outstanding, ending balance | 1 year 6 months | |
Number of shares reserved for issuance under stock award plan | 8,595,630 | |
Remaining stock available for future issuance | 8,595,630 |
StockBased_Compensation_Schedu
Stock-Based Compensation - Schedule of Outstanding Options (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Options outstanding, Beginning Balance | 5,888,583 | 4,849,000 |
Options outstanding, Granted | 2,060,000 | |
Options outstanding, Exercised | ||
Options outstanding, Forfeited / expired | -1,020,417 | |
Options outstanding, Ending Balance | 5,888,583 | 5,888,583 |
Options outstanding Vested, Beginning Balance | 4,049,772 | 2,985,000 |
Granted | 283,083 | |
Options outstanding Vested, Ending Balance | 4,338,249 | 4,049,772 |
Intrinsic Value, Options outstanding, Beginning Balance | $4 | |
Intrinsic Value Granted | 4 | |
Intrinsic Value, Options outstanding, Ending Balance | $4 | $4 |
Weighted Average Exercise Price, Options outstanding, Beginning Balance | $0.00 | |
Weighted Average Exercise Price, Granted | $0.00 | |
Weighted Average Exercise Price, Options outstanding Ending Balance | $0.00 | $0.00 |
Weighted Average Remaining Term, Granted | 3 years | |
Weighted Average Remaining Term, Options outstanding, Ending Balance | 1 year 6 months | 2 years 6 months |
StockBased_Compensation_Schedu1
Stock-Based Compensation - Schedule of Weighted Average Assumptions Value (Details) | 3 Months Ended |
Mar. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Historical Volatility | 268.00% |
Risk Free Rate | 0.83% |
Dividend Yield | 0.00% |
Forfeiture Rate | 0.00% |
Related_Party_Transaction_Deta
Related Party Transaction (Details Narrative) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2013 | Mar. 31, 2014 | |
Cancellation of shares | 796,671 | ||
Amount owed to forgive indebtedness | $1,018,618 | ||
December 31, 2015 [Member] | |||
Deferred reimbursable distribution amount | 5,000,000 | ||
December 31, 2016 [Member] | |||
Deferred reimbursable distribution amount | 7,500,000 | ||
December 31, 2017 [Member] | |||
Deferred reimbursable distribution amount | 10,000,000 | ||
December 31, 2018 [Member] | |||
Deferred reimbursable distribution amount | 6,914,819 | ||
Minimum [Member] | |||
Reimbursable distribution and commercialization expenses | 585,181 | ||
Maximum [Member] | |||
Reimbursable distribution and commercialization expenses | $29,414,819 |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (USD $) | 0 Months Ended | |||
8-May-15 | 7-May-15 | Mar. 31, 2015 | Dec. 31, 2014 | |
Percentage of designated convertible preferred stock | 8.00% | |||
Preferred stock, par value | $0.00 | $0.00 | ||
Subsequent Event [Member] | ||||
Percentage of designated convertible preferred stock | 8.00% | |||
Designated preferred stock | 500,000 | |||
Preferred stock, par value | $4 | |||
Convetible preferred stock voting rights | Holders of shares of 8% Convertible Preferred Stock do not have any voting right. | |||
Dividends arrears rate per annum | 8.00% | |||
Common stock at a conversion price | $4 | |||
Percentage of conversion price | 8.00% | |||
Subsequent Event [Member] | Daniel Freeman [Member] | ||||
Offering securities | $100,000 | |||
Cash received | 2,000,000 | |||
Option to purchase of common stock | 409,000 | |||
Unregistered common stock at a price per share | 0.0001 | |||
Option expiration date | 30-Sep-24 | |||
Subsequent Event [Member] | Synergistic Licensing Agreement [Member] | ||||
License fee | 29,414,819 | |||
Common shares upon completion and acceptance of each installation of software | 10,000 | |||
Installation of software cost | $10,000 |