Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Aug. 03, 2016 | Jun. 30, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | ACCELERA INNOVATIONS, INC. | ||
Entity Central Index Key | 1,444,144 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 45,713,716 | ||
Trading Symbol | ACNV | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash | $ 474,564 | $ 54,862 |
Accounts receivable, net | 605,796 | |
Due from stockholder | 109,620 | |
Prepaid expenses and other current assets | 29,793 | 6,026 |
Total current assets | 504,357 | 776,304 |
Property and equipment, net | 8,889 | 6,381 |
Security deposit | 1,805 | 1,805 |
TOTAL ASSETS | 515,051 | 784,490 |
Current Liabilities: | ||
Short-term notes payable | 901,521 | 844,507 |
Subordinated unsecured note payable | 4,550,000 | |
Advances from related party | 243,799 | |
Accounts payable | 474,510 | 88,689 |
Preferred stock subscription payable | 793,892 | |
Accrued expenses | 427,764 | 227,056 |
Derivative liability | 302,580 | |
Total current liabilities | 6,900,174 | 1,954,144 |
Long-term subordinated unsecured note payable | 4,550,000 | |
Convertible note, net of discount of 158,806 | 15,434 | |
TOTAL LIABILITIES | 6,915,608 | 6,504,144 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock value | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized, 45,011,216 and 40,445,926 shares issued and outstanding at December 31, 2015 and 2014 | 4,501 | 4,046 |
Additional paid-in capital | 55,955,631 | 41,712,345 |
Common stock issuable | 1,566,412 | 1,566,412 |
Accumulated deficit | (63,927,121) | (49,002,457) |
Total stockholders' deficit | (6,400,557) | (5,719,654) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 515,051 | 784,490 |
8% Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock value | $ 20 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Convertible debt, net of discount | $ 158,806 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
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 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 45,011,216 | 40,445,926 |
Common stock, shares outstanding | 45,011,216 | 40,445,926 |
8% Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 4 | $ 4 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 198,473 | 198,473 |
Preferred stock, shares outstanding | 198,473 | 198,473 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
Revenues | $ 3,623,131 | $ 2,715,523 |
Cost of revenues | 1,856,401 | 1,685,740 |
Gross profit | 1,766,730 | 1,029,783 |
Operating expenses: | ||
General and administrative expenses | 14,892,236 | 32,806,136 |
Total operating expenses | 14,892,236 | 32,806,136 |
Loss from operations | (13,125,506) | (31,776,353) |
Other expense | ||
Interest expense and financing costs | (1,801,903) | (4,217,062) |
Loss on disposal of subsidiaries | (94,995) | |
Change in fair value of derivative liability | 2,745 | |
Total operating expenses | (1,799,158) | (4,312,057) |
Loss before provision for taxes | (14,924,664) | (36,088,410) |
Provision for income taxes | ||
Net loss from continuing operations | (14,924,664) | (36,088,410) |
Net loss from discontinued operations, net of tax | (221,766) | |
Net loss | (14,924,664) | (36,310,176) |
Preferred stock dividend | 41,413 | |
Net loss attributed to common stockholders | $ (14,966,077) | $ (36,310,176) |
Weighted average shares outstanding - basic and diluted | 42,919,132 | 32,229,831 |
Loss per share - basic and diluted | ||
Continuing operations | $ (0.35) | $ (1.12) |
Discontinued operations | $ (0.01) |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Deficit - USD ($) | 8% Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2013 | $ 2,239 | $ 12,227,526 | $ (12,692,281) | $ (462,516) | |
Balance, shares at Dec. 31, 2013 | 22,382,522 | ||||
Issuance of common stock | 1,566,412 | 1,566,412 | |||
Issuance of common stock to founders | $ 1,200 | (1,200) | |||
Issuance of common stock to founders, shares | 12,000,000 | ||||
Shares issued for services | $ 456 | 22,728,092 | 22,728,548 | ||
Shares issued for services, shares | 4,553,404 | ||||
Shares issued for loan consideration | $ 51 | 237,549 | 237,600 | ||
Shares issued for loan consideration, shares | 510,000 | ||||
Shares for termination of agreement | $ 100 | 100 | |||
Shares for termination of agreement, shares | 1,000,000 | ||||
Fair value of options vested | 6,520,378 | 6,520,378 | |||
Net loss | (36,310,176) | (36,310,176) | |||
Balance at Dec. 31, 2014 | $ 44,046 | 43,278,757 | (49,002,457) | $ (5,719,654) | |
Balance, Shares at Dec. 31, 2014 | 40,445,926 | ||||
Issuance of common stock to founders, shares | 25,000 | ||||
Shares issued for services | $ 380 | 7,731,113 | $ 7,731,493 | ||
Shares issued for services, shares | 3,810,290 | 3,810,290 | |||
Fair value of options vested | 4,265,889 | $ 4,265,889 | |||
Issuance of 8% Convertible preferred stock | $ 20 | 793,872 | 793,892 | ||
Issuance of 8% convertible preferred stock, shares | 198,473 | ||||
Shares issued for cash | $ 25 | 14,975 | 15,000 | ||
Shares issued for cash, shares | 255,000 | ||||
Shares issued for extension of loan payment terms | $ 50 | 1,437,437 | 1,437,487 | ||
Shares issued for extension of loan payment terms, shares | 500,000 | ||||
Net loss | (14,924,664) | (14,924,664) | |||
Balance at Dec. 31, 2015 | $ 20 | $ 4,501 | $ 57,522,043 | $ (63,927,121) | $ (6,400,557) |
Balance, Shares at Dec. 31, 2015 | 198,473 | 45,011,216 |
Consolidated Statement of Shar6
Consolidated Statement of Shareholders' Deficit (Parenthetical) | 12 Months Ended |
Dec. 31, 2015 | |
Statement of Stockholders' Equity [Abstract] | |
Convertible preferred stock, percentage | 8.00% |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (14,924,664) | $ (36,310,176) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,259 | 593 |
Stock options expense | 4,265,889 | 6,520,378 |
Shares issued for services | 7,731,493 | 22,728,548 |
Shares issued for loan consideration and termination agreement | 37,700 | |
Shares issued for extending loan payment terms | 1,437,487 | 200,000 |
Expenses to terminate financing | 30,649 | |
Impairment of intangible assets | 4,151,151 | |
Loss on disposal of subsidiary | 94,995 | |
Amortization of debt discount | 15,434 | |
Change in fair value of derivative liability | (2,745) | |
Financing costs associated with convertible note | 136,640 | |
Offering cost for preferred stock subscription | 141,430 | |
Change in current assets and liabilities: | ||
Accounts receivable | 605,796 | 166,711 |
Prepaid expenses and other current assets | (23,767) | (6,026) |
Accounts payable | 385,821 | 280,327 |
Accrued expenses | 200,708 | |
Net cash used in operating activities | (29,219) | (2,105,150) |
INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (3,767) | |
Cash acquired upon acquisition of SCI Home Health, Inc. | 584 | |
Payment of security deposit | (1,805) | |
Advances to related parties | ||
Net cash used in investing activities | (3,767) | (1,221) |
FINANCING ACTIVITIES: | ||
Proceeds from the sale of stock | 15,000 | 1,566,412 |
Proceeds from convertible note | 50,000 | |
Proceeds from notes payable | 250,000 | 151,930 |
Payment on notes payable | (74,301) | (8,041) |
Advances from (payments to) related parties | 211,989 | 31,810 |
Payments of due to stockholder | (419,084) | |
Proceeds from preferred stock subscriptions | 652,462 | |
Net cash provided by financing activities | 452,688 | 1,975,489 |
NET INCREASE IN CASH | 419,702 | (130,882) |
CASH, BEGINNING BALANCE | 54,862 | 185,744 |
CASH, ENDING BALANCE | 474,564 | 54,862 |
CASH PAID FOR: | ||
Interest | 29,177 | |
Income taxes | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Note payable to finance acquisition | 431,070 | |
Note payable forgiven | 1,420,000 | |
Convertible note issued for liabilities | $ 118,685 |
Organisation and Basis of Prese
Organisation and Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organisation and Basis of Presentation | NOTE 1 ORGANIZATION AND BASIS OF PRESENTATION 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 Companys 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 Companys common stock par value $0.0001 for cancellation. Following these transactions, Synergistic Holdings, LLC owned 93.15% of the Companys 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 Companys Board of Directors and John Wallin was simultaneously appointed to the Companys 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 Care Associates, Ltd. (BHCA) (See Note 18) and SCI Home Health, Inc. (d/b/a Advance Lifecare Home Health) (SCI) which offers personal care to patients in the Chicago, Illinois area. The accompanying consolidated financial statements and have been prepared in conformity with accounting principles generally accepted in the United States of America. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION - Accelera operates companies in the personal health care industry. Accelera operates out of three service centers serving counties in the Chicago, Illinois area. The consolidated financial statements include the accounts of Accelera and its 100% owned subsidiaries, Behavioral Health and SCI Home Health. Significant intercompany accounts and transactions have been eliminated in consolidation. USE OF ESTIMATES The preparation of unaudited condensed consolidated interim 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 December 31, 2015 and 2014, respectively. The Company has not suffered any credit issues when deposits have exceeded the amount of insurance provided for such deposits. 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 managements 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. DERIVATIVE FINANCIAL INSTRUMENTS The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses the Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of December 31, 2015, the Companys only derivative financial instrument was an embedded conversion feature associated with convertible notes due to the conversion price being a percentage of the market price of the Companys common. 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 Companys 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. The 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. Upon obtaining the Certificate of Designation for the 8% Convertible Preferred Stock on May 7, 2015, the Company has included the aggregate amount of $793,892 of preferred stock as part of stockholders equity. Prior to May 7, 2015, the preferred stock subscription payable was included as a current liability. 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 payer. Gross service revenue is recorded in the accounting records on an accrual basis at the providers 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 Companys revenue policies meet the following four criteria in accordance with ASC 605-10-S25, Revenue Recognition COST OF REVENUES - Costs of revenues are comprised of fees paid to members of the Companys 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 Companys policy regarding advertising is to expense advertising when incurred. INCOME TAXES - The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the more likely than not test, no tax benefit is recorded. The adoption had no effect on the Companys consolidated financial statements. 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, the Company 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 - FASB Accounting Standards Codification (ASC) 820 Fair Value Measurements and Disclosures ● 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 December 31, 2015. These financial instruments include stock options granted to the officers in 2015 and 2014. The Company uses Level 2 inputs for its valuation methodology for its derivative liability as its fair value was determined by using the Black-Scholes-Merton pricing model based on various assumptions. The Companys derivative liability is adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. At December 31, 2015, the Company identified the following liability that is required to be presented on the balance sheet at fair value (see Note 11): RECENT ACCOUNTING PRONOUNCEMENTS In January 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-01 (Subtopic 225-20) - Income Statement - Extraordinary and Unusual Items In February, 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. In September, 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805). In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases (FAS 13) 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 Companys 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 | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Information | NOTE 3 - BALANCE SHEET INFORMATION ACCOUNTS RECEIVABLE, NET Accounts receivable, net at December 31, 2015 and 2014 consist of the following: 2015 2014 Accounts receivable - 757,896 Less allowance for doubtful accounts - (152,100 ) $ - $ 605,796 PROPERTY AND EQUIPMENT, NET Property and equipment, net at December 31, 2015 and 2014 consist of the following: 2015 2014 Furniture and fixtures $ 3,940 $ 2,150 Office equipment 5,641 4,824 9,581 6,974 Less accumulated depreciation (692 ) (593 ) $ 8,889 $ 6,381 Depreciation expense for the years ended December 31, 2015 and 2014 was $1,259 and $593, respectively. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 4 - GOING CONCERN The accompanying unaudited condensed consolidated interim 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 $63,927,121 as of December 31, 2015. In view of these matters, the Companys ability to continue as a going concern is dependent upon the Companys 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 Companys acquisition of BHCA, SCI, Traditions Home Care, Inc., Grace Home Health Care, Inc. and Watson Health Care, Inc. and Affordable Nursing, Inc. The unaudited condensed consolidated interim 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 | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | NOTE 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 (LLCs) to terminate the purchase agreement entered into on December 13, 2013. The historical financial results of the LLCs are reflected in the Companys unaudited condensed consolidated interim financial statements and footnotes as discontinued operations for all periods presented. The following table displays summarized activity in the Companys unaudited condensed consolidated statements of operations for discontinued operations during the year ended December 31, 2014. Net sales $ 741,406 Operating loss (286,223 ) Loss before income taxes (221,766 ) Income tax expense - Loss from discontinued operations, net of tax (221,766 ) As for the years ended December 31, 2015, there was no activity in the Companys unaudited condensed consolidated statement of operations as a result of the Separation Agreement. |
Acquisition - Behavioral Health
Acquisition - Behavioral Health Care Associates, Ltd. | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisition - Behavioral Health Care Associates, Ltd. | NOTE 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 and further amended on May 31, 2015. Pursuant the SPA, the Company agreed to pay to Dr. Wolfrum a purchase price of $4,550,000 for his shares of BHCA, of which $1,000,000 was payable on September 30, 2015, $750,000 is payable on November 30, 2015, and $2,800,000 is payable on December 31, 2015. Prior to Dr. Wolframs 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, the Company issued Dr. Wolfrum a total of 50,000 shares of our common stock which the Company agreed to register for resale upon completion of a public offering of its securities. The payment due on September 30, 2015, November 30, 2015 and December 31, 2015 have not been paid and the acquisition loan is currently in default. See Note 18. |
Acquisition - At Home and All S
Acquisition - At Home and All Staffing | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisition - At Home and All Staffing | NOTE 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 Gallaghers 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, with the sum of $500,000 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 Gallaghers 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. The Company did not cured the default within the 90 cure period. |
Acquisition - SCI Home Health,
Acquisition - SCI Home Health, Inc. (DBA Advance Lifecare Home Health) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisition - SCI Home Health, Inc. (DBA Advance Lifecare Home Health) | NOTE 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. |
Short-Term Notes Payables
Short-Term Notes Payables | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Short-Term Notes Payables | NOTE 9 - SHORT-TERM NOTES PAYABLES Short-term notes payable at December 31, 2015 and 2014 consisted of the following: 2015 2014 At Home and All Staffing acquisition note payable (See Note 7) 344,507 344,507 AOK Property Investments (1) 525,000 500,000 Note dated May 28, 2015 for $35,000; daily payment of $184.73 for 252 days 32,014 - $ 901,521 $ 844,507 (1) 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 Notes 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. (2) On October 1, 2014, AOK Property Investments LLC (AOK), a third party lender, lent the Company and its subsidiary, SCI, an aggregate of $500,000. In consideration of AOKs 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 Companys 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. On July 10, 2015, the Company and AOK entered in an amended note agreement whereby AOK loaned the Company an additional $25,000 and extended the due date of the note to December 31, 2015, and the Company agreed to issue an additional 500,000 shares of common stock for failing to pay the principal and interest on the loan when originally due. The Company recorded the issuance of 500,000 shares of common stock to AOK at a value of $1,360,907. The loan was not repaid on its extended due date and is currently in default. If an event of default under the AOK Note occurs AOK may accelerate the AOK Notes 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. |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Notes | NOTE 10 - CONVERTIBLE NOTES On August 28, 2015, the Company issued a convertible note to an investor that provides for a maximum borrowing of $250,000. During the 2015, the Company borrowed $55,556 under this convertible note. The convertible note (i) is unsecured, (ii) contains a 10% original issue discount (iii) is interest free for the first 90 days and 12% per annum thereafter, and (iv) is due on August 28, 2017. The outstanding balance of under this convertible note is convertible at any time at the option of the investor into shares of the Companys common stock that is determined by dividing the amount to be converted by 60% of the lowest trading price in the 25 trading days prior to the conversion. On December 16, 2015, the Company issued a convertible note payable in the amount of $118,685. The convertible note (i) is unsecured, (ii) bears interest at 8% per annum, and (iii) is due on October 11, 2016. The outstanding balance of under this convertible note is convertible at any time at the option of the holder into shares of the Companys common stock that is determined by dividing the amount to be converted by 50% of the average of the lowest trading prices during the 10 trading days prior to the conversion. Due to the variable conversion price associated with these convertible notes, the Company has determined that the conversion feature is considered derivative liabilities. The embedded conversion feature at inception was calculated to be $305,325, which is recorded as a derivative liability as of the date of issuance. The derivative liability was first recorded as a debt discount up to the face amount of the convertible notes of $174,240 with the remaining $136,640 begin charge as a financing cost during 2015. The debt discount is being amortized over the term of the convertible note. The Company recognized additional interest expense of $15,434 during 2015 related to the amortization of the debt discount. |
Derivative Liability
Derivative Liability | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | NOTE 11 - DERIVATIVE LIABILITY The convertible note discussed in Note 10 has a variable conversion price which results in the conversion feature being recorded as a derivative liability. The fair value of the derivative liability is recorded and shown separately under current liabilities. Changes in the fair value of the derivative liability is recorded in the statement of operations under other income (expense). The Company uses the Black-Scholes-Merton option pricing model with the following assumptions to measure the fair value of derivative liability at December 31, 2015: Stock price $ 0.141 Risk free rate 0.64 % Volatility 325 % Conversion/ Exercise price $ 0.07-.085 Dividend rate 0 % Term (years) 0.8 to 1.7 The following table represents the Companys derivative liability activity for the period ended December 31, 2015: Amount Derivative liability balance, December 31, 2014 $ - Issuance of derivative liability during the period ended December 31, 2015 305,325 Change in derivative liability during the period ended December 31, 2015 (2,745 ) Derivative liability balance, December 31, 2015 $ 302,580 |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 12 - 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 Graces 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 nine months after the Grace Closing Date, and $1,312,500.00 twelve months after the Grace Closing Date. However, the Company has the right to extend the Grace Closing Date by an additional forty-five (45) days, in order for its to secure the requisite funding, so long as the Company gives notice to the Grace Sellers on or before December 15, 2014. On June 15, 2015, the agreement was amended to extend the final closing until October 1, 2015 and issued 50,000 shares to the Grace Sellers as consideration for the extension. On September 15, 2015, the parties agreed to extend the final closing until January 1, 2016. The Grace SPA contains customary representations and warranties and is subject to certain events of default. The Company has also agreed to hire Angelo L. Cadiente as Graces 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 Graces 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 Graces customers or clients following termination of his employment agreement for a period of one year. Since no consideration has been paid as of December 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, the Company 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 the Company 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 nine months after the Watson-Affordable Closing Date, and $1,000,000 on or before twelve months after the Watson-Affordable Closing Date. However, the Company has the right to extend the Watson-Affordable Closing Date by an additional sixty (60) days. On September 15, 2015, the parties agreed to extend the final closing until January 1, 2016. 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 December 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 the Company 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 the Company as follows: $3,000,000 on or before December 31, 2015 (the Closing Date), $1,500,000 nine months after the Closing Date, and $1,500,000 twelve months after the Closing Date. However, the Company has the right to extend the Closing Date by an additional forty-five (45) days, in order for it to secure the requisite funding, so long as the Company gives 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. The Company has 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 December 31, 2015, the acquisition is consider incomplete and not final. On July 6, 2015, the agreement was amended to extend the closing date to October 1, 2015. On September 15, 2015, the parties agreed to extend the final closing until January 1, 2016. Termination of Chief Financial Officer On May 8, 2015, the Company entered into a separation agreement with Daniel Freeman, the Companys 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 Companys 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. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 13 - 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. 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. There were 198,473 shares of 8% Convertible Preferred Stock issued and outstanding as of December 31, 2015. There are 100,000,000 shares of $.0001 par value common shares authorized. The Company has 45,011,216 and 40,445,926 issued and outstanding shares as of December 31, 2015 and 2014, respectively. The Company issued 3,810,290 shares for services with a fair value of $7,731,493 and 500,000 shares for an extension of loan payment terms with a fair value of $1,360,907 for the years ended December 31, 2015. In addition, the Company also issued 25,000 shares for cash proceeds of $15,000. 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 Companys 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). 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 Companys 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. As of December 31, 2015, no funds have been received from this agreement. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | NOTE 14 - 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 $4.00 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. When a majority of the stock options were issued, the Companys common stock has not traded publicly, and no stock was 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 $4,265,889 and $6,520,378 for the years ended December 31, 2015 and 2014, respectively, which were included in general and administrative expenses. As of December 31, 2015, there was $1,646,144 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 December 31, 2015: Weighted Weighted Weighted Average Average Average Remaining Options Intrinsic Exercise Contractual Outstanding Value Price Life Outstanding, December 31, 2013 4,849,000 Granted 2,060,000 $ 4.00 $ 0.0001 3.0 Exercised 0 Forfeited/Expires (1,020,417 ) Outstanding, December 31, 2014 5,888,583 4.00 0.0001 2.5 Granted 425,667 2.52 Exercised 0 Forfeited/Expires (511,000 ) Outstanding, December 31, 2015 5,803,250 3.89 0.0001 1.5 Exercisable, December 31, 2015 5,188,929 3.89 0.0001 0.9 Weighted average assumptions in the calculation of option value: Risk-free interest rate 0.83 % Expected life of the options 4 years Expected volatility 268 % Expected dividend yield 0 % Forfeiture rate 0 % |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 15 - RELATED PARTY TRANSACTIONS The Company and Synergistic Holdings, LLC (Synergistic), a controlling shareholder of the Company, agreed to cancel 796,671 shares of the Companys 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. On May 7, 2015, the Company and Synergistic agreed to amend the Synergistic Licensing Agreement to eliminate the Companys $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 Companys common stock. In addition, the Synergistic Licensing Agreement was amended to delete the Companys exclusive rights under such agreement. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 16 - INCOME TAXES The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. As of December 31, 2015, the Company had a loss and for the period April 29, 2008 (date of inception) through December 31, 2015. The net operating losses resulting from operating activities result in deferred tax assets of approximately $22,797,000 at the effective statutory rates which will expire by the year 2028. The deferred tax asset has been off-set by an equal valuation allowance. There are no current or deferred income tax expense or benefit recognized for the years ended December 31, 2015 and 2014. A reconciliation of income taxes computed at the United States federal statutory income tax rate to the provision for income taxes for the years ended December 31, 2015 and 2014 is as follows: 2015 2014 Federal statutory rates $ (234,527 ) $ (774,183 ) State income taxes, net of federal effect (35,283 ) (177,987 ) Stock Compensation (5,255,049 ) (11,436,152 ) Impairment of intangibles - (1,635,587 ) Allowance for doubtful accounts (224,665 ) (58,996 ) Valuation allowance against net deferred tax assets 5,749,524 14,082,905 $ - $ 0 The tax effects of temporary differences that give rise to significant portions of the deferred tax asset at December 31, 2015 and 2014 is as follows: 2015 2014 Deferred income tax assets: Net operation loss carryforwards 1,494,954 1,225,144 Property, equipment and intangibles 1,635,587 1,635,587 Share-based compensation 19,382,880 14,127,831 Book to tax differences for allowance for uncollectible accounts 283,658 58,993 Total deferred income tax assets 22,797,079 17,047,555 Less: valuation allowance (22,797,079 ) (17,047,555 ) Total deferred income tax asset $ - $ - The valuation allowance increased by $5,749,524 and $14,082,902 in 2015 and 2014, respectively, as a result of the Companys generating additional net operating losses. The Company has recorded as of December 31, 2015 and 2014 a valuation allowance of $22,797,079 and $17,047,555, respectively, as management believes that it is more likely than not that the deferred tax assets will not be realized in future years. Management has based its assessment on the Companys lack of profitable operating history. The Company annually conducts an analysis of its tax positions and has concluded that it had no uncertain tax positions as of December 31, 2015. The Company has net operating loss carry-forwards of approximately $3,600,000. Such amounts are subject to IRS code section 382 limitations and begin to expire in 2028. The 2014 and 2015 tax year is still subject to audit. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Financial Statements | NOTE 17 RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS As previously disclosed in the Companys current report on Form 8-K filed with the SEC on July 21, 2015, the Companys Board of Directors determined that the Companys financial statements included in (i) its quarterly reports on Form 10-Q for the periods ended March 31, 2013, June 30, 2013 and September 30, 2013, (ii) its annual report on Form 10-K for the year ended December 31, 2013, (iii) its quarterly reports on Form 10-Q for the periods ended March 31, 2014, June 30, 2014 and September 30, 2014, and (iv) its annual report on Form 10-K for the year ended December 31, 2014 could not be relied on. The financial statements contained errors related to (i) issuances of the Companys preferred stock, the receipt of funds related to these issuances and the accounting for the use of the proceeds from these sales in each of the periods covered by the financial statements disclosed above, (ii) disclosure of a related party transactions, and (iii) the valuation of shares of the Companys common stock issued as compensation. As more fully described in the financial statements contained herein, management determined that previously issued financial statements for the year ended December 31, 2014 contained an error, which was non-cash in nature, relating to the issuance of Company preferred stock, the receipt of funds related to such issuance and the accounting for the use of proceeds from such sale. The Company evaluated the impact of this error under the SECs authoritative guidance on materiality and determined that the impact of this error on the financial statements for the year ended December 31, 2104 was material. On July 20, 2015, after review by the Companys independent registered public accounting firm, the Companys Board of Directors concluded that the Company should restate its financial statements for the year ended December 31, 2014 to reflect the correction of the previously identified error in the financial statements for this period. In order to reflect the error described herein, the Company restated its financial statements for the year ended December 31, 2014. There was no impact to our statement of operations or actual cash balances as a result of this error, and this error does not change net cash flows from operating activities, investing activities, and financing activities. The Companys affiliate received cash proceeds from investors for preferred stock subscriptions in the Company. The 48,562 shares of preferred stock have not been issued because the Company has not filed the Certificate of Designations with the State of Delaware, and the proceeds were deposited directly into the bank account of Synergistic, the Companys affiliate. The preferred shares have not been issued to the investors and the Company has recorded the preferred stock subscriptions as a liability under preferred stock payable as of December 31, 2014. After a detailed review of the facts, the Company has concluded that the common stock and preferred stock to be issued as of December 31, 2014 should have been recorded in the financial statements for the year ended December 31, 2014. The following tables present the restated items for the applicable date. As Originally Amount of Presented Restatement As Restated ASSETS Current Assets: Cash $ 54,862 $ - $ 54,862 Accounts receivable, net 605,796 - 605,796 Prepaid expenses 6,026 - 6,026 Due from stockholder - 109,620 109,620 Total current assets 666,684 109,620 776,304 Property and equipment, net 6,381 - 6,381 Security deposit 1,805 - 1,805 TOTAL ASSETS $ 674,870 $ 109,620 $ 784,490 LIABILITIES AND STOCKHOLDERS DEFICIT Current Liabilities: Short-term note payable $ 844,507 $ - $ 844,507 Advanced from related party 31,810 (31,810 ) - Accounts payable 88,689 - 88,689 Preferred stock subscription payable 652,462 141,430 793,892 Accrued expenses 226,099 - 226,099 Unearned revenue 957 - 957 Total current liabilities 1,844,524 109,620 1,954,144 Long-term subordinated unsecured notes payable 4,550,000 - 4,550,000 TOTAL LIABILITIES 6,394,524 109,620 6,504,144 STOCKHOLDERS DEFICIT Preferred stock - - - Common stock 4,046 - 4,046 Additional paid-in capital 43,278,757 - 43,278,757 Accumulated deficit (49,002,457 ) - (49,002,457 ) Total stockholders deficit (5,719,654 ) - (5,719,654 ) TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT $ 674,870 $ 109,620 $ 784,490 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 18 - SUBSEQUENT EVENTS The Company, Blaise J. Wolfrum, M.D., and Behavioral (the Parties) entered into a Stock Purchase Agreement dated on or about November 20, 2013, as amended. On March 31, 2016, the Parties executed a Termination Agreement by which the Stock Sale Agreement was terminated effect as of January 1, 2016. Behavioral will be accounted for as a discontinued operation in all future financial statements issued by the Company. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | PRINCIPLES OF CONSOLIDATION - Accelera operates companies in the personal health care industry. Accelera operates out of three service centers serving counties in the Chicago, Illinois area. The consolidated financial statements include the accounts of Accelera and its 100% owned subsidiaries, Behavioral Health and SCI Home Health. Significant intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | USE OF ESTIMATES The preparation of unaudited condensed consolidated interim 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 December 31, 2015 and 2014, respectively. The Company has not suffered any credit issues when deposits have exceeded the amount of insurance provided for such deposits. |
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 managements 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. |
Derivative Financial Instruments | DERIVATIVE FINANCIAL INSTRUMENTS The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses the Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of December 31, 2015, the Companys only derivative financial instrument was an embedded conversion feature associated with convertible notes due to the conversion price being a percentage of the market price of the Companys common. |
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 Companys 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. The 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. Upon obtaining the Certificate of Designation for the 8% Convertible Preferred Stock on May 7, 2015, the Company has included the aggregate amount of $793,892 of preferred stock as part of stockholders equity. Prior to May 7, 2015, the preferred stock subscription payable was included as a current liability. |
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 payer. Gross service revenue is recorded in the accounting records on an accrual basis at the providers 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 Companys revenue policies meet the following four criteria in accordance with ASC 605-10-S25, Revenue Recognition |
Cost of Revenues | COST OF REVENUES - Costs of revenues are comprised of fees paid to members of the Companys 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 Companys policy regarding advertising is to expense advertising when incurred. |
Income Taxes | INCOME TAXES - The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the more likely than not test, no tax benefit is recorded. The adoption had no effect on the Companys consolidated financial statements. |
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, the Company 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 - FASB Accounting Standards Codification (ASC) 820 Fair Value Measurements and Disclosures ● 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 December 31, 2015. These financial instruments include stock options granted to the officers in 2015 and 2014. The Company uses Level 2 inputs for its valuation methodology for its derivative liability as its fair value was determined by using the Black-Scholes-Merton pricing model based on various assumptions. The Companys derivative liability is adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. At December 31, 2015, the Company identified the following liability that is required to be presented on the balance sheet at fair value (see Note 11): |
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS In January 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-01 (Subtopic 225-20) - Income Statement - Extraordinary and Unusual Items In February, 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. In September, 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805). In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases (FAS 13) 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 Companys 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) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable, net at December 31, 2015 and 2014 consist of the following: 2015 2014 Accounts receivable - 757,896 Less allowance for doubtful accounts - (152,100 ) $ - $ 605,796 |
Schedule of Property and Equipment | Property and equipment, net at December 31, 2015 and 2014 consist of the following: 2015 2014 Furniture and fixtures $ 3,940 $ 2,150 Office equipment 5,641 4,824 9,581 6,974 Less accumulated depreciation (692 ) (593 ) $ 8,889 $ 6,381 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Discontinued Operations | The following table displays summarized activity in the Companys unaudited condensed consolidated statements of operations for discontinued operations during the year ended December 31, 2014. Net sales $ 741,406 Operating loss (286,223 ) Loss before income taxes (221,766 ) Income tax expense - Loss from discontinued operations, net of tax (221,766 ) |
Short-Term Notes Payables (Tabl
Short-Term Notes Payables (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Short-Term Notes Payable | Short-term notes payable at December 31, 2015 and 2014 consisted of the following: 2015 2014 At Home and All Staffing acquisition note payable (See Note 7) 344,507 344,507 AOK Property Investments (1) 525,000 500,000 Note dated May 28, 2015 for $35,000; daily payment of $184.73 for 252 days 32,014 - $ 901,521 $ 844,507 (1) 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. |
Derivative Liability (Tables)
Derivative Liability (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Assumption to Measure the Fair Value of Derivative Liability | The Company uses the Black-Scholes-Merton option pricing model with the following assumptions to measure the fair value of derivative liability at December 31, 2015: Stock price $ 0.141 Risk free rate 0.64 % Volatility 325 % Conversion/ Exercise price $ 0.07-.085 Dividend rate 0 % Term (years) 0.8 to 1.7 |
Schedule of Derivative Liability Activity | The following table represents the Companys derivative liability activity for the period ended December 31, 2015: Amount Derivative liability balance, December 31, 2014 $ - Issuance of derivative liability during the period ended December 31, 2015 305,325 Change in derivative liability during the period ended December 31, 2015 (2,745 ) Derivative liability balance, December 31, 2015 $ 302,580 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 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 December 31, 2015: Weighted Weighted Weighted Average Average Average Remaining Options Intrinsic Exercise Contractual Outstanding Value Price Life Outstanding, December 31, 2013 4,849,000 Granted 2,060,000 $ 4.00 $ 0.0001 3.0 Exercised 0 Forfeited/Expires (1,020,417 ) Outstanding, December 31, 2014 5,888,583 4.00 0.0001 2.5 Granted 425,667 2.52 Exercised 0 Forfeited/Expires (511,000 ) Outstanding, December 31, 2015 5,803,250 3.89 0.0001 1.5 Exercisable, December 31, 2015 5,188,929 3.89 0.0001 0.9 |
Schedule of Weighted Average Assumptions Value | Weighted average assumptions in the calculation of option value: Risk-free interest rate 0.83 % Expected life of the options 4 years Expected volatility 268 % Expected dividend yield 0 % Forfeiture rate 0 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | A reconciliation of income taxes computed at the United States federal statutory income tax rate to the provision for income taxes for the years ended December 31, 2015 and 2014 is as follows: 2015 2014 Federal statutory rates $ (234,527 ) $ (774,183 ) State income taxes, net of federal effect (35,283 ) (177,987 ) Stock Compensation (5,255,049 ) (11,436,152 ) Impairment of intangibles - (1,635,587 ) Allowance for doubtful accounts (224,665 ) (58,996 ) Valuation allowance against net deferred tax assets 5,749,524 14,082,905 $ - $ 0 |
Schedule of Deferred Tax Assets | The tax effects of temporary differences that give rise to significant portions of the deferred tax asset at December 31, 2015 and 2014 is as follows: 2015 2014 Deferred income tax assets: Net operation loss carryforwards 1,494,954 1,225,144 Property, equipment and intangibles 1,635,587 1,635,587 Share-based compensation 19,382,880 14,127,831 Book to tax differences for allowance for uncollectible accounts 283,658 58,993 Total deferred income tax assets 22,797,079 17,047,555 Less: valuation allowance (22,797,079 ) (17,047,555 ) Total deferred income tax asset $ - $ - |
Restatement of Previously Iss33
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Condensed Balance Sheet | The following tables present the restated items for the applicable date. As Originally Amount of Presented Restatement As Restated ASSETS Current Assets: Cash $ 54,862 $ - $ 54,862 Accounts receivable, net 605,796 - 605,796 Prepaid expenses 6,026 - 6,026 Due from stockholder - 109,620 109,620 Total current assets 666,684 109,620 776,304 Property and equipment, net 6,381 - 6,381 Security deposit 1,805 - 1,805 TOTAL ASSETS $ 674,870 $ 109,620 $ 784,490 LIABILITIES AND STOCKHOLDERS DEFICIT Current Liabilities: Short-term note payable $ 844,507 $ - $ 844,507 Advanced from related party 31,810 (31,810 ) - Accounts payable 88,689 - 88,689 Preferred stock subscription payable 652,462 141,430 793,892 Accrued expenses 226,099 - 226,099 Unearned revenue 957 - 957 Total current liabilities 1,844,524 109,620 1,954,144 Long-term subordinated unsecured notes payable 4,550,000 - 4,550,000 TOTAL LIABILITIES 6,394,524 109,620 6,504,144 STOCKHOLDERS DEFICIT Preferred stock - - - Common stock 4,046 - 4,046 Additional paid-in capital 43,278,757 - 43,278,757 Accumulated deficit (49,002,457 ) - (49,002,457 ) Total stockholders deficit (5,719,654 ) - (5,719,654 ) TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT $ 674,870 $ 109,620 $ 784,490 |
Organisation and Basis of Pre34
Organisation and Basis of Presentation (Details Narrative) - $ / shares | Jun. 13, 2011 | Dec. 31, 2015 | Dec. 31, 2014 |
Common stock par value | $ 0.0001 | $ 0.0001 | |
Number of shares agree to issue for cancellation | 796,671 | ||
Common stock, shares issued | 45,011,216 | 40,445,926 | |
Common stock, shares outstanding | 45,011,216 | 40,445,926 | |
Synergistic Holdings LLC [Member] | |||
Number of shares agreed to acquire by entity | 17,000,000 | ||
Common stock par value | $ 0.0001 | ||
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 | $ 0.0001 | ||
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% |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Details Narrative) | May 07, 2015USD ($) | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)Integer$ / shares | Dec. 31, 2013Integer |
Cash equivalents | ||||
Number of investors entered into subscription agreement | Integer | 13 | 13 | ||
Percentage of convertible preferred stock authorized to issue | 8.00% | 8.00% | 8.00% | |
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Preferred stock subscription payable | $ 48,562 | |||
Preferred stock aggregate amount | $ 793,892 | |||
Tax benefits description | greater than 50% | |||
Investors [Member] | ||||
Percentage of convertible preferred stock authorized to issue | 8.00% | |||
Proceeds from investors | $ 652,462 | |||
Sale of stock issued during period | shares | 198,473 | |||
Preferred stock, par value | $ / shares | $ 4 | |||
Preferred stock subscription payable | $ 141,430 | |||
Preferred stock aggregate amount | $ 793,892 | |||
8% Convertible Preferred Stock [Member] | ||||
Convertible preferred stock authorized to issue date | May 7, 2015 | |||
SCI Home Health [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 ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Depreciation expense | $ 1,259 | $ 593 |
Balance Sheet Information - Sch
Balance Sheet Information - Schedule of Accounts Receivable (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accounts receivable | $ 757,896 | |
Less allowance for doubtful accounts | (152,100) | |
Accounts receivable | $ 605,796 |
Balance Sheet Information - S38
Balance Sheet Information - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Property and equipment, gross | $ 9,581 | $ 6,974 |
Less accumulated depreciation | (692) | (593) |
Property and equipment, net | 8,889 | 6,381 |
Furniture and Fixtures [Member] | ||
Property and equipment, gross | 3,940 | 2,150 |
Office Equipment [Member] | ||
Property and equipment, gross | $ 5,641 | $ 4,824 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Accumulated deficit | $ 63,927,121 | $ 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 Companys acquisition of BHCA, SCI, Traditions Home Care, Inc., | |
BHCA, SCI And Traditions Home Care, Inc [Member] | ||
Payment of debt incurred with business acquisition | $ 30,000,000 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Net sales | $ 741,406 | |
Operating loss | (286,223) | |
Loss before income taxes | (221,766) | |
Income tax expense | ||
Loss from discontinued operations, net of tax | $ (221,766) |
Acquisition - Behavioral Heal41
Acquisition - Behavioral Health Care Associates, Ltd. (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Nov. 30, 2015 | Sep. 30, 2015 | Nov. 20, 2013 | |
Common stock, shares issued | 45,011,216 | 40,445,926 | |||
Common stock, shares outstanding | 45,011,216 | 40,445,926 | |||
Payment of related party | $ 419,084 | ||||
Behavioral Health Care Associates LTD [Member] | |||||
Business acquisition equity ownership percentage | 100.00% | ||||
Purchase price assets value | $ 4,550,000 | ||||
Blaise J. Wolfrum, M.D [Member] | |||||
Amount agree to pay by the entity as per purchase agreement | $ 2,800,000 | $ 750,000 | $ 1,000,000 | ||
Number of common stock register for resale | 50,000 | ||||
Payment of related party | $ 1,000,000 | ||||
Stock Purchase Agreement [Member] | Behavioral Health Care Associates LTD [Member] | |||||
Business acquisition equity ownership percentage | 100.00% | ||||
Common stock, shares issued | 100,000 | ||||
Common stock, shares outstanding | 100,000 |
Acquisition - At Home and All42
Acquisition - At Home and All Staffing (Details Narrative) - USD ($) | Apr. 08, 2015 | Dec. 13, 2013 | Dec. 31, 2015 | Jun. 02, 2015 | Mar. 01, 2015 |
Final payment of debt | $ 337,602 | $ 25,000 | |||
Stock issued during period shares | 25,000 | ||||
Reapyment of debt | $ 5,000 | ||||
Rose Gallagher [Member] | Employment Agreement [Member] | |||||
Number of common stock shares issued for consideration | 500,000 | ||||
Daniel Gallagher [Member] | Employment Agreement [Member] | |||||
Number of common stock shares issued for consideration | 500,000 | ||||
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. Gallagher Revocable Trust [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 issued stock | 585,000 | ||||
Shares vested | 585,000 | ||||
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 Health43
Acquisition - SCI Home Health, Inc. (DBA Advance Lifecare Home Health) (Details Narrative) - USD ($) | Aug. 25, 2015 | Aug. 25, 2014 |
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 |
Short-Term Notes Payables (Deta
Short-Term Notes Payables (Details Narrative) - USD ($) | Jul. 10, 2015 | Apr. 08, 2015 | Oct. 02, 2014 | Dec. 31, 2015 |
Repayment of debt | $ 5,000 | |||
AOK Property Investments [Member] | ||||
Aggregate amount of property investments | $ 500,000 | |||
Issuance of common stock, shares | 500,000 | 1,667 | ||
Issuance of common stock | $ 1,360,907 | |||
AOK Property Investments [Member] | Amended Note Agreement [Member] | ||||
Promissory note periodic payment | $ 25,000 | |||
Debt instrument due date | Jan. 15, 2015 | |||
Issuance of common stock, shares | 500,000 | |||
Advanced Life Management [Member] | AOK Note [Member] | ||||
Promissory note principal amount | $ 500,000 | |||
Debt instrument due date | Jan. 15, 2015 | |||
Consideration of promissory note | $ 500,000 | |||
Issuance of common stock, shares | 500,000 | |||
At Home and All Staffing Acquisition Note Payable [Member] | ||||
Promissory note principal amount | $ 344,507 | |||
Promissory note interest rate | 11.00% | |||
Promissory note periodic payment | $ 25,000 | |||
Debt instrument due date | Mar. 1, 2015 | |||
Final debt instrument due date | Jun. 1, 2015 | |||
Promissory note default day | 90 days | |||
Repayment of debt | $ 5,000 |
Short-Term Notes Payables - Sch
Short-Term Notes Payables - Schedule of Short-Term Notes Payable (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | |
Short-term notes payable | $ 901,521 | $ 844,507 | |
At Home and All Staffing Acquisition Note Payable [Member] | |||
Short-term notes payable | 344,507 | 344,507 | |
AOK Property Investments [Member] | |||
Short-term notes payable | [1] | 525,000 | 500,000 |
Note dated May 28, 2015 for $35,000; Daily Payment of $184.73 for 252 Days [Member] | |||
Short-term notes payable | $ 32,014 | ||
[1] | 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. |
Short-Term Notes Payables - S46
Short-Term Notes Payables - Schedule of Short-Term Notes Payable (Details) (Parenthetical) - Note Dated May 28, 2015 for $35,000; Daily Payment of $184.73 for 252 Days [Member] | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Note principal amount | $ 35,000 |
Note daily payment | $ 185 |
Note due date | 252 days |
Convertible Note (Details Narra
Convertible Note (Details Narrative) - USD ($) | Dec. 16, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 28, 2015 |
Proceeds from issuance of convertible note | $ 50,000 | |||
Issuance of derivative liability | 302,580 | |||
Debt discount | 15,434 | |||
Convertible Note Payable [Member] | ||||
Convertible note face amount | $ 118,685 | |||
Convertible note interest rate | 8.00% | |||
Convertible note due date | Oct. 11, 2016 | |||
Convertible note converted lowest trading price percentage | 50.00% | |||
Convertible note trading days prior to conversion | 10 days | |||
Issuance of derivative liability | 305,325 | |||
Debt discount | 174,240 | |||
Financing cost | 136,640 | |||
Interest expense | 15,434 | |||
Convertible Note Payable [Member] | Investor [Member] | ||||
Convertible note face amount | $ 250,000 | |||
Proceeds from issuance of convertible note | $ 55,556 | |||
Percentage of original issue discount | 10.00% | |||
Convertible note interest free days | 90 days | |||
Convertible note interest rate | 12.00% | |||
Convertible note due date | Aug. 28, 2017 | |||
Convertible note converted lowest trading price percentage | 60.00% | |||
Convertible note trading days prior to conversion | 25 days |
Derivative Liability - Schedule
Derivative Liability - Schedule of Assumption to Measure the Fair Value of Derivative Liability (Details) | 12 Months Ended |
Dec. 31, 2015$ / shares | |
Stock price | $ 0.141 |
Risk free rate | 0.64% |
Volatility | 325.00% |
Dividend rate | 0.00% |
Minimum [Member] | |
Conversion/ Exercise price | $ 0.07 |
Term (years) | 9 months 18 days |
Maximum [Member] | |
Conversion/ Exercise price | $ 0.085 |
Term (years) | 1 year 8 months 12 days |
Derivative Liability - Schedu49
Derivative Liability - Schedule of Derivative Liability Activity (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative liability balance, December 31, 2014 | |
Issuance of derivative liability during the period ended December 31, 2015 | 305,325 |
Change in derivative liability during the period ended December 31, 2015 | (2,745) |
Derivative liability balance, December 31, 2015 | $ 302,580 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | Oct. 02, 2015 | May 08, 2015 | Jan. 15, 2015 | Jan. 05, 2015 | Nov. 25, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Payments to acquire assets | $ 3,767 | ||||||
Mr.Cadiente [Member] | |||||||
Base salary | $ 175,000 | ||||||
Percentage of gross revenue from base gross earned | 5.00% | ||||||
Percentage of earnings 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 earnings before income taxes | 10.00% | ||||||
Chief Financial Officer [Member] | Seperation Agreement [Member] | |||||||
Financing transaction | $ 100,000 | ||||||
Minimum cash | $ 2,000,000 | ||||||
Options to purchase of common stock | 409,000 | ||||||
Common stock at price per share | $ 0.0001 | ||||||
Agreement maturity date | Sep. 30, 2024 | ||||||
Grace Home Health Care Inc [Member] | |||||||
Business acquisition purchase price allocation | $ 5,250,000 | ||||||
Payments to acquire business | $ 2,625,000 | $ 3,000,000 | |||||
Shares issued | 50,000 | ||||||
Grace Home Health Care Inc [Member] | Nine Months After Grace Closing Date [Member] | |||||||
Payments to acquire business | 1,312,500 | ||||||
Grace Home Health Care Inc [Member] | Twelve Months After Grace Closing Date [Member] | |||||||
Payments to acquire business | 1,312,500 | ||||||
Grace Home Health Care Inc [Member] | On Or Before Nine Months After Watson Affordable Closing Date [Member] | |||||||
Payments to acquire assets | 1,000,000 | ||||||
Grace Home Health Care Inc [Member] | On Or Before Twelve Months After Watson Affordable Closing Date [Member] | |||||||
Payments to acquire assets | 1,000,000 | ||||||
Grace Home Health Care Inc [Member] | Nine Months After Closing Date [Member] | |||||||
Payments to acquire business | $ 1,500,000 | ||||||
Watson Health Care Inc [Member] | |||||||
Business acquisition purchase price allocation | $ 3,000,000 | ||||||
Payments to acquire assets | $ 1,000,000 | ||||||
Traditions Home Care Inc [Member] | |||||||
Business acquisition purchase price allocation | 6,000,000 | ||||||
Traditions Home Care Inc [Member] | Twelve Months After Grace Closing Date [Member] | |||||||
Payments to acquire business | $ 1,500,000 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Oct. 04, 2013 | Dec. 31, 2015 | Dec. 31, 2014 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Percentage of designated convertible preferred stock | 8.00% | ||
Designated convertible preferred stock date | May 7, 2015 | ||
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 45,011,216 | 40,445,926 | |
Common stock, shares outstanding | 45,011,216 | 40,445,926 | |
Issuance of common stock for service | 3,810,290 | ||
Issuance of common stock for service, value | $ 7,731,493 | $ 22,728,548 | |
Issuance of common stock | 25,000 | ||
Proceeds from issuance of common stock | $ 15,000 | $ 1,566,412 | |
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 | ||
Issuance of stock option to purchase of common stock, shares | 14,287,710 | ||
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 | ||
Loan Payment Terms [Member] | |||
Issuance of common stock for service | 500,000 | ||
Issuance of common stock for service, value | $ 1,360,907 | ||
8% Convertible Preferred Stock [Member] | |||
Preferred stock, shares authorized | 500,000 | ||
Preferred stock, par value | $ 4 | ||
Percentage of designated convertible preferred stock | 8.00% | ||
Percentage of dividends arrears | 8.00% | ||
Preferred stock conversion price | $ 4 | ||
Preferred stock, shares issued | 198,473 | ||
Preferred stock, shares outstanding | 198,473 | ||
Warrant [Member] | Equity Purchase Agreement [Member] | Lambert Private Equity, LLC [Member] | |||
Percentage of warrant/option coverage | 100.00% | ||
Warrant expiration date | Sep. 3, 2018 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 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 | 4,265,889 | $ 6,520,378 |
Unrecognized compensation cost related to unvested stock-based compensation awards | $ 1,646,144 | |
Weighted average remaining term vested, options outstanding, ending balance | 1 year 6 months |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Outstanding Options (Details) - $ / shares | 12 Months Ended | |
Dec. 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 | 425,667 | 2,060,000 |
Options outstanding, exercised | 0 | 0 |
Options outstanding, forfeited / expires | (511,000) | (1,020,417) |
Options outstanding, ending balance | 5,803,250 | 5,888,583 |
Options outstanding, exercisable | 5,188,929 | |
Weighted average intrinsic value, beginning balance | $ 4 | |
Weighted average intrinsic value, granted | 2.52 | 4 |
Weighted average intrinsic value, ending balance | 3.89 | 4 |
Weighted average intrinsic value, exercisable | 3.89 | |
Weighted average exercise price, options outstanding, beginning balance | 0.0001 | |
Weighted average exercise price, granted | 0.0001 | |
Weighted average exercise price, options outstanding ending balance | 0.0001 | $ 0.0001 |
Weighted average exercise price, exercisable | $ 0.0001 | |
Weighted average remaining contractual life, beginning | 2 years 6 months | |
Weighted average remaining contractual life, granted | 3 years | |
Weighted average remaining contractual life, ending | 1 year 6 months | 2 years 6 months |
Weighted average remaining contractual life, exercisable | 1 year 18 days |
Stock-Based Compensation - Sc54
Stock-Based Compensation - Schedule of Weighted Average Assumptions Value (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Risk-free interest rate | 0.83% |
Expected life of the options | 4 years |
Expected volatility | 268.00% |
Expected dividend yield | 0.00% |
Forfeiture Rate | 0.00% |
Related Party Transaction (Deta
Related Party Transaction (Details Narrative) - USD ($) | May 07, 2015 | Dec. 31, 2015 |
Cancellation of shares | 796,671 | |
Amount owed to forgive indebtedness | $ 1,018,618 | |
Deferred reimbursable distribution amount | 5,000,000 | |
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 | |
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 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Operating loss carryforwards | $ 22,797,000 | |
Effective income tax statutory rates, expiration year | 2,028 | |
Change in valuation allowance | $ 5,749,524 | $ 14,082,905 |
Valuation allowance | 22,797,079 | $ 17,047,555 |
Net operating loss carry-forwards | $ 3,600,000 | |
Net operating loss carry-forwards expiration year | 2,028 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rates | $ (234,527) | $ (774,183) |
State income taxes, net of federal effect | (35,283) | (177,987) |
Stock Compensation | (5,255,049) | (11,436,152) |
Impairment of intangibles | (1,635,587) | |
Allowance for doubtful accounts | (224,665) | (58,996) |
Valuation allowance against net deferred tax assets | 5,749,524 | 14,082,905 |
Total |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Net Operating Losses | $ 1,494,954 | $ 1,225,144 |
Property, Equipment and Intangibles | 1,635,587 | 1,635,587 |
Share-based Compensation | 19,382,880 | 14,127,831 |
Book to tax differences for allowance for uncollectible accounts | 283,658 | 58,993 |
Total deferred income tax assets | 22,797,079 | 17,047,555 |
Less: valuation allowance | (22,797,079) | (17,047,555) |
Total deferred income tax asset |
Restatement of Previously Iss59
Restatement of Previously Issued Financial Statements (Details Narrative) | Dec. 31, 2015USD ($) |
Accounting Changes and Error Corrections [Abstract] | |
Preferred stock subscription payable | $ 48,562 |
Restatement of Previously Iss60
Restatement of Previously Issued Financial Statements - Schedule of Condensed Balance Sheet (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Cash | $ 474,564 | $ 54,862 | $ 185,744 |
Accounts receivable, net | 605,796 | ||
Prepaid expenses | 6,026 | ||
Due from stockholder | 109,620 | ||
Total current assets | 504,357 | 776,304 | |
Property and equipment, net | 8,889 | 6,381 | |
Security deposit | 1,805 | 1,805 | |
TOTAL ASSETS | 515,051 | 784,490 | |
Short-term note payable | 901,521 | 844,507 | |
Advanced from related party | 243,799 | ||
Accounts payable | 474,510 | 88,689 | |
Preferred stock subscription payable | 793,892 | ||
Accrued expenses | 226,099 | ||
Unearned revenue | 957 | ||
Total current liabilities | 6,900,174 | 1,954,144 | |
Long-term subordinated unsecured notes payable | 4,550,000 | ||
TOTAL LIABILITIES | 6,915,608 | 6,504,144 | |
Preferred stock | |||
Common stock | 4,501 | 4,046 | |
Additional paid-in capital | 55,955,631 | 41,712,345 | |
Accumulated deficit | (63,927,121) | (49,002,457) | |
Total stockholders’ deficit | (6,400,557) | (5,719,654) | $ (462,516) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 515,051 | 784,490 | |
As Originally Presented [Member] | |||
Cash | 54,862 | ||
Accounts receivable, net | 605,796 | ||
Prepaid expenses | 6,026 | ||
Due from stockholder | |||
Total current assets | 666,684 | ||
Property and equipment, net | 6,381 | ||
Security deposit | 1,805 | ||
TOTAL ASSETS | 674,870 | ||
Short-term note payable | 844,507 | ||
Advanced from related party | 31,810 | ||
Accounts payable | 88,689 | ||
Preferred stock subscription payable | 652,462 | ||
Accrued expenses | 226,099 | ||
Unearned revenue | 957 | ||
Total current liabilities | 1,844,524 | ||
Long-term subordinated unsecured notes payable | 4,550,000 | ||
TOTAL LIABILITIES | 6,394,524 | ||
Preferred stock | |||
Common stock | 4,046 | ||
Additional paid-in capital | 43,278,757 | ||
Accumulated deficit | (49,002,457) | ||
Total stockholders’ deficit | (5,719,654) | ||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 674,870 | ||
Amount of Restatement[Member] | |||
Cash | |||
Accounts receivable, net | |||
Prepaid expenses | |||
Due from stockholder | 109,620 | ||
Total current assets | 109,620 | ||
Property and equipment, net | |||
Security deposit | |||
TOTAL ASSETS | 109,620 | ||
Short-term note payable | |||
Advanced from related party | (31,810) | ||
Accounts payable | |||
Preferred stock subscription payable | 141,430 | ||
Accrued expenses | |||
Unearned revenue | |||
Total current liabilities | 109,620 | ||
Long-term subordinated unsecured notes payable | |||
TOTAL LIABILITIES | 109,620 | ||
Preferred stock | |||
Common stock | |||
Additional paid-in capital | |||
Accumulated deficit | |||
Total stockholders’ deficit | |||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 109,620 |