Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 18, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | ACCELERA INNOVATIONS, INC. | |
Entity Central Index Key | 1,444,144 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 46,761,216 | |
Trading Symbol | ACNV | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Prepaid expenses and other current assets | $ 29,643 | $ 29,793 |
Net assets of discontinued operations | 481,188 | |
Total current assets | 29,643 | 510,981 |
Property and equipment, net | 7,889 | 8,889 |
Security deposit | 1,805 | 1,805 |
TOTAL ASSETS | 39,337 | 521,675 |
Current Liabilities: | ||
Cash overdraft | 7,066 | 6,624 |
Short-term notes payable | 882,821 | 901,521 |
Subordinated unsecured note payable | 4,550,000 | |
Convertible notes, net of discount of $134,083 | 42,351 | |
Advances from related party | 410,795 | 243,799 |
Accounts payable | 398,416 | 408,920 |
Accrued expenses | 333,935 | 322,581 |
Derivative liability | 475,191 | 302,580 |
Net liabilities of discontinued operations | 170,773 | |
Total current liabilities | 2,550,575 | 6,906,798 |
Convertible notes, net of discount of $40,277 and $158,806 and net of current portion | 19,057 | 15,434 |
TOTAL LIABILITIES | 2,569,632 | 6,922,232 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock value | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized, 45,011,216 and 46,761,216 shares issued and outstanding at June 30, 2016 and December 31, 2015 | 4,676 | 4,501 |
Additional paid-in capital | 56,900,600 | 55,955,631 |
Common stock issuable | 1,566,412 | 1,566,412 |
Accumulated deficit | (61,002,003) | (63,927,121) |
Total stockholders' deficit | (2,530,295) | (6,400,557) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 39,337 | 521,675 |
8% Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock value | $ 20 | $ 20 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Convertible debt current, net of discount | $ 134,083 | $ 134,083 |
Convertible debt noncurrent, net of discount | $ 40,277 | $ 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 | 46,761,216 |
Common stock, shares outstanding | 45,011,216 | 46,761,216 |
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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenues | $ 353,169 | $ 754,688 | ||
Cost of revenues | 15,925 | 65,759 | ||
Gross profit | 337,244 | 688,929 | ||
Operating expenses: | ||||
General and administrative expenses | 416,059 | 7,069,668 | 1,121,219 | 9,741,969 |
Total operating expenses | 416,059 | 7,069,668 | 1,121,219 | 9,741,969 |
Loss from operations | (416,059) | (6,732,424) | (1,121,219) | (9,053,040) |
Other expense | ||||
Interest expense and financing costs | (195,694) | (783,015) | (286,170) | (783,015) |
Change in fair value of derivative liability | 39,385 | 92,922 | ||
Total operating expenses | (156,309) | (783,015) | (193,248) | (783,015) |
Loss before provision for taxes | (572,368) | (7,515,439) | (1,314,467) | (9,836,055) |
Provision for income taxes | ||||
Net loss from continuing operations | (572,368) | (7,515,439) | (1,314,467) | (9,836,055) |
Discontinued operations, net of tax | ||||
Gain from disposal of discontinued operation | 4,239,585 | |||
Income from operations of discontinued operation | 276,243 | 375,899 | ||
Net loss from discontinued operations, net of tax | 276,243 | 4,239,585 | 375,899 | |
Net income (loss) | (572,368) | (7,239,196) | 2,925,118 | (9,460,156) |
Preferred stock dividend | 15,835 | 9,396 | 31,669 | 9,396 |
Net income (loss) attributed to common stockholders | $ (588,203) | $ (7,248,592) | $ 2,893,449 | $ (9,469,552) |
Weighted average shares outstanding - basic and diluted | 46,761,216 | 42,293,512 | 45,950,776 | 41,447,368 |
Earnings (loss) per share - basic and diluted | ||||
Continuing operations | $ (0.01) | $ (0.18) | $ (0.03) | $ (0.24) |
Discontinued operations | $ 0.01 | $ 0.09 | $ 0.01 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
OPERATING ACTIVITIES: | ||
Net income (loss) | $ 2,925,118 | $ (9,460,156) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Gain on discontinued operations | (4,239,585) | |
Depreciation | 1,000 | 629 |
Stock options expense | 921,144 | 3,038,649 |
Shares issued for services | 6,243,367 | |
Amortization of debt discount | 122,474 | |
Change in fair value of derivative liability | (92,922) | |
Financing costs associated with convertible note | 135,533 | |
Offering cost for preferred stock subscription | 141,430 | |
Change in current assets and liabilities: | ||
Accounts receivable | (128,725) | |
Prepaid expenses and other current assets | 150 | 3,076 |
Accounts payable | (10,504) | 194,983 |
Accrued expenses | 11,354 | 40,895 |
Net cash provided by (used in) operating activities | (226,238) | 74,148 |
INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (3,767) | |
Cash retained by discontinued operation | (481,188) | |
Net cash used in investing activities | (481,188) | (3,767) |
FINANCING ACTIVITIES: | ||
Proceeds from convertible notes | 77,500 | |
Proceeds from notes payable | 185,000 | |
Payment on notes payable | (18,700) | (4,495) |
Advances from (payments to) related parties | 166,996 | 18,258 |
Cash overdraft | 7,066 | |
Net cash provided by financing activities | 232,862 | 198,763 |
NET INCREASE (DECREASE) IN CASH | (474,564) | 269,144 |
CASH, BEGINNING BALANCE | 474,564 | 54,862 |
CASH, ENDING BALANCE | 324,006 | |
CASH PAID FOR: | ||
Interest | ||
Income taxes | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Convertible notes converted to common stock | $ 24,000 |
Organisation and Basis of Prese
Organisation and Basis of Presentation | 6 Months Ended |
Jun. 30, 2016 | |
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) (On March 31, 2016, the Company and BHCA entered into a Termination Agreement -- See Note 5) 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. The condensed consolidated financial statements include the accounts of Accelera and its 100% owned subsidiaries, Behavioral Health (through December 31, 2015 See Note 5) and SCI Home Health. Significant intercompany accounts and transactions have been eliminated in consolidation. The unaudited interim condensed consolidated financial statements have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes for the year ended December 31, 2015. The results of the six months ended June 30, 2016 are not necessarily indicative of the results to be expected for the full year ending December 31, 2016. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 June 30, 2016 and December 31, 2015, 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 June 30, 2016 and 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 stock. 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 June 30, 2016 and December 31, 2015. 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 June 30, 2016 and December 31, 2015, the Company identified the following liability that is required to be presented on the balance sheet at fair value (see Note 8): Fair Value Measurements at Fair Value June 30, 2016 As of Using Fair Value Hierarchy Description June 30, 2016 Level 1 Level 2 Level 3 Derivative liability - conversion feature $ 475,191 $ - 475,191 - Total $ 475,191 $ - 475,191 - Fair Value Measurements at Fair Value December 31, 2015 As of Using Fair Value Hierarchy Description December 31, 2015 Level 1 Level 2 Level 3 Derivative liability - conversion feature $ 302,580 - 302,580 - Total $ 302,580 - 302,580 - 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 | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Information | NOTE 3 - BALANCE SHEET INFORMATION PROPERTY AND EQUIPMENT, NET Property and equipment, net at June 30, 2016 and December 31, 2015 consist of the following: June 30, 2016 December 31, 2015 Furniture and fixtures $ 3,940 $ 3,940 Office equipment 5,641 5,641 9,581 9,581 Less accumulated depreciation (1,692 ) (692 ) $ 7,889 $ 8,889 Depreciation expense for the six months ended June 30, 2016 and 2015 was $1,000 and $629, respectively. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2016 | |
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 $61,002,003 as of June 30, 2016. 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 SCI, Traditions Home Care, Inc., Grace Home Health Care, Inc. and Watson Health Care, Inc. and Affordable Nursing, Inc. As a result of the Termination Agreement with BHCA (See Note 5) the Companys only operating facility is SCI. Revenues from SCI have significantly decreased primarily due to the sudden departure of the administrator of SCI. The Company has transitioned this position to a new administrator and filed these changes with IDPH (Illinois Department of Public Health). There are claims to be processed and invoiced when IDPH approves, through the uniform process, the new administrator, the Company expects this to be resolved in the near future. 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 Operation
Discontinued Operation | 6 Months Ended |
Jun. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operation | NOTE 5 - DISCONTINUED OPERATION 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 Behavioral 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. 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. The payment due on September 30, 2015, November 30, 2015 and December 31, 2015 were not paid. On June 30, 2016, the Company, Blaise J. Wolfrum, M.D., and BHCA executed a Termination Agreement by which the SPA was terminated effect as of January 1, 2016. BHCA is accounted for as a discontinued operation as of January 1, 2016. The historical financial results of BHCA 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 three and six months ended June 30, 2015. Three Six Months Ended Months Ended June 30, 2015 June 30, 2015 Revenues $ 987,584 $ 1,648,053 Gross profit 413,620 715,086 Income from operations 276,243 375,899 Income before income taxes 276,243 375,899 Income tax expense - - Income from operations of discontinued operation 276,243 375,899 For the six months ended June 30, 2016, there was no activity in the Companys unaudited condensed consolidated statement of operations as a result of the Termination Agreement. As a result of the Termination Agreement, the Company recognized a gain from the disposal of BHCA of $4,239,585, principally a result of the cancelation of the $4,550,000 subordinated unsecured note payable which is the consideration the Company received for entering into the Termination Agreement. |
Short-Term Notes Payables
Short-Term Notes Payables | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Short-Term Notes Payables | NOTE 6 - SHORT-TERM NOTES PAYABLES Short-term notes payable at June 30, 2016 and December 31, 2015 consisted of the following: June 30, 2016 December 31, 2015 At Home and All Staffing acquisition note payable (1) 344,507 344,507 AOK Property Investments (2) 525,000 525,000 Note dated May 28, 2015 for $35,000; daily payment of $184.73 for 252 days 13,314 32,014 $ 882,821 $ 901,521 (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. |
Convertible Notes
Convertible Notes | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Notes | NOTE 7 - CONVERTIBLE NOTES Convertible notes at June 30, 2016 and December 31, 2015 consist of the following: June 30, 2016 December 31, 2015 Convertible note dated August 28, 2015; interest of $6,667 due after 90 days; due August 28, 2017; convertible into shares of common stock at the lesser of $1.00 or 60% of the lowest trading price 25 days prior to conversion. $ 31,556 $ 55,556 Convertible note dated December 16, 2015; non-interest bearing; convertible into shares of common stock at 50% of the market price on the date of conversion. 118,684 118,684 Convertible note dated March 10, 2016; interest of $3,333 due after 90 days; due August 28, 2017; convertible into shares of common stock at the lesser of $1.00 or 60% of the lowest trading price 25 days prior to conversion. 27,778 - Convertible note dated May 5, 2016; interest at 8% per annum; due May 5, 2017; convertible into shares of common stock at 65% of the lowest trading price 20 days prior to conversion. 110,250 - Total convertible notes 288,268 174,240 Unamortized debt discount (174,360 ) (158,806 ) Convertible notes, net of discount 113,908 15,434 Less notes receivable collateralized by convertible note (52,500 ) - Convertible notes 61,408 15,434 Less current portion (42,351 ) - Long-term portion $ 19,057 $ 15,434 During the six months ended June 30, 2016, the Company issued two convertible notes totaling $110,250 (includes $5,250 of original issue discounts) to one investor for which the Company received $52,500 in cash and a note receivable from the same investor totaling $52,500. Since the note receivable was issued to the Company as payment for a convertible note, the Company has not presented this note receivable as an asset, but as an offset to the convertible note balance. In addition to the above two convertible note, during the six months ended June 30, 2016, the Company issued one additional convertible note to another investors for gross proceeds of $25,000 ($27,778 less $2,778 of original issue discount). 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 is recorded as a derivative liability as of the date of issuance. The derivative liability was recorded as a debt discount up to the face amount of the convertible notes with the remaining amount being charge as a financing cost. The debt discount is being amortized over the term of the convertible notes. The Company recognized additional interest expense of $122,474 during the six months ended June 30, 2016 related to the amortization of the debt discount. A rollfoward of the convertible note from December 31, 2015 to June 30, 2016 is below: Convertible notes, December 31, 2015 $ 15,434 Issued for cash 77,500 Issued for original issue discount 8,028 Conversion to common stock (24,000 ) Debt discount related to new convertible notes (138,028 ) Amortization of debt discounts 122,474 Convertible notes, June 30, 2016 $ 61,408 |
Derivative Liability
Derivative Liability | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | NOTE 8 - DERIVATIVE LIABILITY The convertible note discussed in Note 7 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 June 30, 2016: Stock price $ 0.068 Risk free rate 0.45 % Volatility 325 % Conversion/ Exercise price $ 0.034 - $0.041 Dividend rate 0 % Term (years) 0.28 to 1.16 The following table represents the Companys derivative liability activity for the period ended June 30, 2016: Derivative liability at December 31, 2015 $ 302,580 Derivative liability associated with new convertible note 265,533 Change in fair value of derivative liability during period (92,922 ) Derivative liability at June 30, 2016 $ 475,191 |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 9 - 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 June 30, 2016, 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 June 30, 2016, 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. Since no consideration has been paid as of June 30, 2016, the acquisition is consider incomplete and not final. |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 10 - 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 June 30, 2016. There are 100,000,000 shares of $.0001 par value common shares authorized. The Company has 46,761,216 and 45,011,216 issued and outstanding shares as of June 30, 2016 and December 31, 2015, respectively. During the six months ended June 30, 2016, the Company issued 1,750,000 shares for the conversion of $24,000 of convertible notes payable. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | NOTE 11 - STOCK-BASED COMPENSATION The Company recognizes stock-based compensation expense in its statement of operations based on the fair value of employee stock options and stock grant awards as measured on the grant date. For stock options, the Company uses the Black-Scholes option pricing model to determine the value of the awards granted. The Company amortizes the estimated value of the options as of the grant date over the stock options vesting period, which is generally four years. The Company has estimated the value of common stock into which the options are exercisable at $4 per share for financial reporting purposes. This amount was determined based on the price our stock was sold for in past private placements, the minimum stock price required for listing on any Nasdaq market, and the amount also approximates a $85 million valuation for the entire Company, which is considered micro-cap by most equity analysts. The stock based compensation expense is an estimate and significant judgment was involved in attempting to determine the value of common stock. 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 $921,144 and $3,038,649 for the six months ended June 30, 2016 and 2015, respectively, which were included in general and administrative expenses. As of June 30, 2016, there was $747,500 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 1.0 years. The following is a summary of the outstanding options, as of June 30, 2016: Weighted Weighted Weighted Average Average Average Remaining Options Intrinsic Exercise Contractual Outstanding Value Price Life Outstanding, December 31, 2015 5,803,250 3.89 0.0001 1.5 Granted - Exercised - Forfeited/Expires - Outstanding, June 30, 2015 5,803,250 3.89 0.0001 1.0 Exercisable, June 30, 2015 5,549,500 3.89 0.0001 0.4 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 12 - 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. At June 30, 2016 and December 31, 2015, advances from related party was $410,795 and $243,799, respectively. These advances are non-interest bearing and payable upon demand. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
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 June 30, 2016 and December 31, 2015, 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 June 30, 2016 and 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 stock. |
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 June 30, 2016 and December 31, 2015. 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 June 30, 2016 and December 31, 2015, the Company identified the following liability that is required to be presented on the balance sheet at fair value (see Note 8): Fair Value Measurements at Fair Value June 30, 2016 As of Using Fair Value Hierarchy Description June 30, 2016 Level 1 Level 2 Level 3 Derivative liability - conversion feature $ 475,191 $ - 475,191 - Total $ 475,191 $ - 475,191 - Fair Value Measurements at Fair Value December 31, 2015 As of Using Fair Value Hierarchy Description December 31, 2015 Level 1 Level 2 Level 3 Derivative liability - conversion feature $ 302,580 - 302,580 - Total $ 302,580 - 302,580 - |
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. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Fair Value of Derivative Liability | At June 30, 2016 and December 31, 2015, the Company identified the following liability that is required to be presented on the balance sheet at fair value (see Note 8): Fair Value Measurements at Fair Value June 30, 2016 As of Using Fair Value Hierarchy Description June 30, 2016 Level 1 Level 2 Level 3 Derivative liability - conversion feature $ 475,191 $ - 475,191 - Total $ 475,191 $ - 475,191 - Fair Value Measurements at Fair Value December 31, 2015 As of Using Fair Value Hierarchy Description December 31, 2015 Level 1 Level 2 Level 3 Derivative liability - conversion feature $ 302,580 - 302,580 - Total $ 302,580 - 302,580 - |
Balance Sheet Information (Tabl
Balance Sheet Information (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net at June 30, 2016 and December 31, 2015 consist of the following: June 30, 2016 December 31, 2015 Furniture and fixtures $ 3,940 $ 3,940 Office equipment 5,641 5,641 9,581 9,581 Less accumulated depreciation (1,692 ) (692 ) $ 7,889 $ 8,889 |
Discontinued Operation (Tables)
Discontinued Operation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 three and six months ended June 30, 2015. Three Six Months Ended Months Ended June 30, 2015 June 30, 2015 Revenues $ 987,584 $ 1,648,053 Gross profit 413,620 715,086 Income from operations 276,243 375,899 Income before income taxes 276,243 375,899 Income tax expense - - Income from operations of discontinued operation 276,243 375,899 |
Short-Term Notes Payables (Tabl
Short-Term Notes Payables (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Short-Term Notes Payable | Short-term notes payable at June 30, 2016 and December 31, 2015 consisted of the following: June 30, 2016 December 31, 2015 At Home and All Staffing acquisition note payable (1) 344,507 344,507 AOK Property Investments (2) 525,000 525,000 Note dated May 28, 2015 for $35,000; daily payment of $184.73 for 252 days 13,314 32,014 $ 882,821 $ 901,521 (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. (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. |
Convertible Notes(Tables)
Convertible Notes(Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes | Convertible notes at June 30, 2016 and December 31, 2015 consist of the following: June 30, 2016 December 31, 2015 Convertible note dated August 28, 2015; interest of $6,667 due after 90 days; due August 28, 2017; convertible into shares of common stock at the lesser of $1.00 or 60% of the lowest trading price 25 days prior to conversion. $ 31,556 $ 55,556 Convertible note dated December 16, 2015; non-interest bearing; convertible into shares of common stock at 50% of the market price on the date of conversion. 118,684 118,684 Convertible note dated March 10, 2016; interest of $3,333 due after 90 days; due August 28, 2017; convertible into shares of common stock at the lesser of $1.00 or 60% of the lowest trading price 25 days prior to conversion. 27,778 - Convertible note dated May 5, 2016; interest at 8% per annum; due May 5, 2017; convertible into shares of common stock at 65% of the lowest trading price 20 days prior to conversion. 110,250 - Total convertible notes 288,268 174,240 Unamortized debt discount (174,360 ) (158,806 ) Convertible notes, net of discount 113,908 15,434 Less notes receivable collateralized by convertible note (52,500 ) - Convertible notes 61,408 15,434 Less current portion (42,351 ) - Long-term portion $ 19,057 $ 15,434 |
Schedule of Rollfoward Convertible Notes | A rollfoward of the convertible note from December 31, 2015 to June 30, 2016 is below: Convertible notes, December 31, 2015 $ 15,434 Issued for cash 77,500 Issued for original issue discount 8,028 Conversion to common stock (24,000 ) Debt discount related to new convertible notes (138,028 ) Amortization of debt discounts 122,474 Convertible notes, June 30, 2016 $ 61,408 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016: Stock price $ 0.068 Risk free rate 0.45 % Volatility 325 % Conversion/ Exercise price $ 0.034 - $0.041 Dividend rate 0 % Term (years) 0.28 to 1.16 |
Schedule of Derivative Liability Activity | The following table represents the Companys derivative liability activity for the period ended June 30, 2016: Derivative liability at December 31, 2015 $ 302,580 Derivative liability associated with new convertible note 265,533 Change in fair value of derivative liability during period (92,922 ) Derivative liability at June 30, 2016 $ 475,191 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Outstanding Options | The following is a summary of the outstanding options, as of June 30, 2016: Weighted Weighted Weighted Average Average Average Remaining Options Intrinsic Exercise Contractual Outstanding Value Price Life Outstanding, December 31, 2015 5,803,250 3.89 0.0001 1.5 Granted - Exercised - Forfeited/Expires - Outstanding, June 30, 2015 5,803,250 3.89 0.0001 1.0 Exercisable, June 30, 2015 5,549,500 3.89 0.0001 0.4 |
Organisation and Basis of Pre26
Organisation and Basis of Presentation (Details Narrative) - $ / shares | Jun. 13, 2011 | Jun. 30, 2016 | Dec. 31, 2015 |
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 | 46,761,216 | |
Common stock, shares outstanding | 45,011,216 | 46,761,216 | |
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 Accoun27
Summary of Significant Accounting Policies (Details Narrative) | May 07, 2015USD ($) | Jun. 30, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / shares | Dec. 31, 2014Integer | 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% | ||
Proceeds from investors | $ 410,795 | $ 243,799 | |||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
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 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Schedule of Fair Value of Derivative Liability (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Derivative liability - conversion feature | $ 475,191 | $ 302,580 |
Total | 475,191 | 302,580 |
Level 1 [Member] | ||
Derivative liability - conversion feature | ||
Total | ||
Level 2 [Member] | ||
Derivative liability - conversion feature | 475,191 | 302,580 |
Total | 475,191 | 302,580 |
Level 3 [Member] | ||
Derivative liability - conversion feature | ||
Total |
Balance Sheet Information (Deta
Balance Sheet Information (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Depreciation expense | $ 1,000 | $ 629 |
Balance Sheet Information - Sch
Balance Sheet Information - Schedule of Property and Equipment (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Property and equipment, gross | $ 9,581 | $ 9,581 |
Less accumulated depreciation | (1,692) | (692) |
Property and equipment, net | 7,889 | 8,889 |
Furniture and Fixtures [Member] | ||
Property and equipment, gross | 3,940 | 3,940 |
Office Equipment [Member] | ||
Property and equipment, gross | $ 5,641 | $ 5,641 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Accumulated deficit | $ 61,002,003 | $ 63,927,121 |
Future debt repayment limit disclosure | (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 SCI, Traditions Home Care, Inc., Grace Home Health Care, Inc. and Watson Health Care, Inc. and Affordable Nursing, Inc. | |
BHCA, SCI And Traditions Home Care, Inc [Member] | ||
Payment of debt incurred with business acquisition | $ 30,000,000 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | 6 Months Ended | ||||
Jun. 30, 2016 | Dec. 31, 2015 | Nov. 30, 2015 | Sep. 30, 2015 | Nov. 20, 2013 | |
Common stock, shares issued | 45,011,216 | 46,761,216 | |||
Common stock, shares outstanding | 45,011,216 | 46,761,216 | |||
Behavioral Health Care Associates LTD [Member] | |||||
Purchase price assets value | $ 4,550,000 | ||||
Gain from disposal of agreement | 4,239,585 | ||||
Subordinated unsecured note payable | $ 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 | ||
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 |
Discontinued Operation - Summar
Discontinued Operation - Summary of Discontinued Operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Revenues | $ 987,584 | $ 1,648,053 | ||
Gross profit | 413,620 | 715,086 | ||
Income from operations | 276,243 | 375,899 | ||
Income before income taxes | 276,243 | 375,899 | ||
Income tax expense | ||||
Income from operations of discontinued operation | $ 276,243 | $ 4,239,585 | $ 375,899 |
Short-Term Notes Payables (Deta
Short-Term Notes Payables (Details Narrative) - USD ($) | Jul. 10, 2015 | Apr. 08, 2015 | Oct. 02, 2014 | Jun. 30, 2016 | Jun. 30, 2015 |
Issuance of common stock | $ 24,000 | ||||
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 | Dec. 31, 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 ($) | Jun. 30, 2016 | Dec. 31, 2015 | |
Short-term notes payable | $ 882,821 | $ 901,521 | |
At Home and All Staffing Acquisition Note Payable [Member] | |||
Short-term notes payable | [1] | 344,507 | 344,507 |
AOK Property Investments [Member] | |||
Short-term notes payable | [2] | 525,000 | 525,000 |
Note dated May 28, 2015 for $35,000; Daily Payment of $184.73 for 252 Days [Member] | |||
Short-term notes payable | $ 13,314 | $ 32,014 | |
[1] | The Company entered into a $344,507 promissory note (the "Trust Note") with the Rose. M Gallagher Revocable Trust ("Trst") 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. | ||
[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 AOK's delivery of an aggregate of $500,000 to the Company and ALM, the Company and ALM executed and delivered a promissory note (the "AOK Note") in favor of AOK in the aggregate principal amount of $500,000. The AOK Note is due on January 15, 2015 and bears interest in the amount of 500,000 shares of the Company's common stock, which interest is due and payable on or before January 15, 2015. If the Company and ALM fail to pay any portion of principal or interest when due, interest will continue to accrue and be payable to AOK at the rate of 1,667 shares of Company common stock per day until all principal and accrued interest is fully paid. 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. |
Short-Term Notes Payables - S36
Short-Term Notes Payables - Schedule of Short-Term Notes Payable (Details) (Parenthetical) - Note Dated May 28, 2015 for $35,000; Daily Payment of $184.73 for 252 Days [Member] - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | May 28, 2015 | |
Note principal amount | $ 35,000 | |
Note daily payment | $ 185 | |
Note due date | 252 days |
Convertible Note (Details Narra
Convertible Note (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Proceeds from issuance of convertible note | $ 77,500 | |
Debt discount | 122,474 | |
Two Convertible Note Payable [Member] | ||
Proceeds from issuance of convertible note | 110,250 | |
Convertible Note Payable [Member] | One Investor [Member] | ||
Proceeds from issuance of convertible note | 52,500 | |
Original issue discount | 5,250 | |
Proceeds from issuance of convertible debt for cash | 52,500 | |
Convertible Note Payable [Member] | Two Investor [Member] | ||
Proceeds from issuance of convertible note | 25,000 | |
Original issue discount | $ 2,778 |
Convertible Notes - Schedule of
Convertible Notes - Schedule of Convertible Notes (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Convertible notes | $ 288,268 | $ 174,240 |
Unamortized debt discount | (174,360) | (158,806) |
Convertible notes, net of discount | 113,908 | 15,434 |
Less notes receivable collateralized by convertible note | (52,500) | |
Convertible notes | 61,408 | 15,434 |
Less current portion | (42,351) | |
Long-term portion | 19,057 | 15,434 |
Convertible Note Dated August 28, 2015 [Member] | ||
Convertible notes | 31,556 | 55,556 |
Convertible Note Dated December 16, 2015 [Member] | ||
Convertible notes | 118,684 | 118,684 |
Convertible Note Dated March 10, 2016 [Member] | ||
Convertible notes | 27,778 | |
Convertible Note Dated May 5, 2016 [Member] | ||
Convertible notes | $ 110,250 |
Convertible Notes - Schedule 39
Convertible Notes - Schedule of Convertible Notes (Details) (Parenthetical) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Convertible Note Dated August 28, 2015 [Member] | ||
Convertible note, interest rate | $ 6,667 | $ 6,667 |
Convertible note interest free days | 90 days | 90 days |
Convertible note due date | Aug. 28, 2017 | Aug. 28, 2017 |
Convertible note converted lowest trading price percentage | 60.00% | 60.00% |
Convertible note trading days prior to conversion | 25 days | 25 days |
Convertible Note Dated December 16, 2015 [Member] | ||
Convertible note converted lowest trading price percentage | 50.00% | 50.00% |
Convertible Note Dated March 10, 2016 [Member] | ||
Convertible note, interest rate | $ 3,333 | $ 3,333 |
Convertible note interest free days | 90 days | 90 days |
Convertible note due date | Aug. 28, 2017 | Aug. 28, 2017 |
Convertible note converted lowest trading price percentage | 60.00% | 60.00% |
Convertible note trading days prior to conversion | 25 days | 25 days |
Debt conversion price per share | $ 1 | $ 1 |
Convertible Note Dated May 5, 2016 [Member] | ||
Convertible note due date | May 5, 2017 | May 5, 2017 |
Convertible note converted lowest trading price percentage | 65.00% | 65.00% |
Convertible note trading days prior to conversion | 20 days | 20 days |
Convertible note interest rate | 8.00% | 8.00% |
Convertible Note- Schedule of R
Convertible Note- Schedule of Rollforward Convertible Notes (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Debt Disclosure [Abstract] | ||
Convertible notes, December 31, 2015 | $ 15,434 | |
Issued for cash | 77,500 | |
Issued for original issue discount | 8,028 | |
Conversion to common stock | (24,000) | |
Debt discount related to new convertible notes | (138,028) | |
Amortization of debt discounts | 122,474 | |
Convertible notes, June 30, 2016 | $ 61,408 |
Derivative Liability - Schedule
Derivative Liability - Schedule of Assumption to Measure the Fair Value of Derivative Liability (Details) | 6 Months Ended |
Jun. 30, 2016$ / shares | |
Stock price | $ 0.068 |
Risk free rate | 0.45% |
Volatility | 325.00% |
Dividend rate | 0.00% |
Minimum [Member] | |
Conversion/ Exercise price | $ 0.034 |
Term (years) | 3 months 11 days |
Maximum [Member] | |
Conversion/ Exercise price | $ 0.041 |
Term (years) | 1 year 1 month 28 days |
Derivative Liability - Schedu42
Derivative Liability - Schedule of Derivative Liability Activity (Details) | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative liability balance, December 31, 2015 | $ 302,580 |
Derivative liability associated with new convertible note | 265,533 |
Change in fair value of derivative liability during period | (92,922) |
Derivative liability at June 30, 2016 | $ 475,191 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | Oct. 02, 2015 | Jan. 15, 2015 | Jan. 05, 2015 | Nov. 25, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 |
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% | ||||||
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 ($) | 6 Months Ended | ||
Jun. 30, 2016 | Dec. 31, 2015 | May 07, 2015 | |
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% | ||
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 | 46,761,216 | |
Common stock, shares outstanding | 45,011,216 | 46,761,216 | |
Conversion of stock shares issued | 1,750,000 | ||
Conversion of stock value issued | $ 24,000 | ||
8% Convertible Preferred Stock [Member] | |||
Preferred stock, shares authorized | 500,000 | ||
Percentage of designated convertible preferred stock | 8.00% | ||
Preferred stock conversion price | $ 4 | ||
Preferred stock, shares issued | 198,473 | ||
Preferred stock, shares outstanding | 198,473 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
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 | 921,144 | $ 3,038,649 |
Unrecognized compensation cost related to unvested stock-based compensation awards | $ 747,500 | |
Weighted average remaining term vested, options outstanding, ending balance | 1 year |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Outstanding Options (Details) | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Options outstanding, Beginning balance | shares | 5,803,250 |
Options outstanding, Granted | shares | |
Options outstanding, Exercised | shares | |
Options outstanding, Forfeited/Expires | shares | |
Options outstanding, Ending balance | shares | 5,803,250 |
Options outstanding, Exercisable | shares | 5,549,500 |
Weighted average intrinsic value, Beginning balance | $ 3.89 |
Weighted average intrinsic value, Granted | |
Weighted average intrinsic value, Ending balance | 3.89 |
Weighted average intrinsic value, Exercisable | 3.89 |
Weighted average exercise price, options outstanding, Beginning balance | 0.0001 |
Weighted average exercise price, Granted | |
Weighted average exercise price, options outstanding Ending balance | 0.0001 |
Weighted average exercise price, Exercisable | $ 0.0001 |
Weighted average remaining contractual life, Beginning balance | 1 year 6 months |
Weighted average remaining contractual life, Ending balance | 1 year |
Weighted average remaining contractual life, Exercisable | 4 months 24 days |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | May 07, 2015 | Jun. 30, 2016 | Dec. 31, 2015 |
Cancellation of shares | 796,671 | ||
Amount owed to forgive indebtedness | $ 1,018,618 | ||
Deferred reimbursable distribution amount | $ 5,000,000 | ||
Advances from related party | 410,795 | 243,799 | |
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 |