Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Jan. 09, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Advanzeon Solutions, Inc. | |
Entity Central Index Key | 22,872 | |
Document Type | 10-K | |
Trading Symbol | CHCR | |
Document Period End Date | Dec. 31, 2017 | |
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 | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 2,327,571 | |
Entity Common Stock, Shares Outstanding | 66,661,656 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,017 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | |||
Cash | $ 18,200 | $ 194,050 | $ 13,846 |
Accounts Receivable | 961 | 19,700 | |
Other | 62,833 | 97,582 | 8,748 |
Total Current Assets | 81,994 | 291,632 | 42,294 |
NON-CURRENT ASSETS | |||
Property and equipment, net | 898 | 1,496 | 2,094 |
Total Non-Current Assets | 898 | 1,496 | 2,094 |
TOTAL ASSETS | 82,892 | 293,128 | 44,388 |
Notes payable: | |||
Related parties | 3,019,923 | 3,024,923 | 3,057,253 |
Current portion of long-term debt | 8,461,795 | 7,371,795 | 6,375,795 |
Account payable | 946,841 | 876,157 | 819,855 |
Contingent liability | 489,995 | ||
Accrued interest-related party | 5,017,708 | 3,885,706 | 3,263,498 |
Other accrued expenses | 13,170,753 | 10,268,313 | 7,125,654 |
Total current liabilities | 31,107,015 | 25,426,894 | 20,642,055 |
Long-term debt, net of current portion | |||
TOTAL LIABILITIES | 31,107,015 | 25,426,894 | 20,642,055 |
Preferred stock, $50,000 per value, non-cumulative | |||
Preferred stock | |||
Common stock, $0.01 per value, 500,000,000 shares authorized; 63,063,685 shares issued and outstanding | 630,637 | 630,637 | 630,637 |
Additional paid in capital | 27,235,066 | 27,235,066 | 27,235,066 |
Accumulated deficit | (59,411,526) | (53,521,169) | (48,985,070) |
Total stockholders' deficiency | (31,024,123) | (25,133,766) | (20,597,667) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | 82,892 | 293,128 | 44,388 |
Preferred Stock, Series C [Member] | |||
Preferred stock, $50,000 per value, non-cumulative | |||
Preferred stock | 521,700 | 521,700 | 521,700 |
Other Series Preferred Stock [Member] | |||
Preferred stock, $50,000 per value, non-cumulative | |||
Preferred stock |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Preferred stock, par value | $ 50,000 | $ 50,000 | $ 50,000 |
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, issued | 63,063,685 | 63,063,685 | 63,063,685 |
Common stock, outstanding | 63,063,685 | 63,063,685 | 63,063,685 |
Preferred Stock, Series C [Member] | |||
Preferred stock, authorized | 14,400 | 14,400 | 14,400 |
Preferred stock, issued | 10,434 | 10,434 | 10,434 |
Preferred Stock, outstanding | 10,434 | 10,434 | 10,434 |
Other Series Preferred Stock [Member] | |||
Preferred stock, authorized | 978,600 | 978,600 | 978,600 |
Preferred stock, issued | 250 | 250 | 250 |
Preferred Stock, outstanding | 250 | 250 | 250 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues: | |||
ASO revenues | $ 138,620 | $ 387,559 | |
Obstructive sleep apnea (OSA) - related | 564,117 | 70,899 | 50,470 |
Total revenues | 564,117 | 209,519 | 438,029 |
Costs and expenses: | |||
Costs of revenues | 286,332 | 47,017 | 10,366 |
Selling, general and administrative | 4,708,930 | 3,573,449 | 3,390,616 |
Depreciation and amortization | 598 | 598 | 898 |
Total costs and expenses | 4,995,860 | 3,621,064 | 3,401,880 |
Operating loss | (4,431,743) | (3,411,545) | (2,963,851) |
Other income (expense): | |||
Interest expense | (1,441,583) | (1,464,454) | (1,371,965) |
Legal settlement (See Note 13) | (17,031) | 339,900 | |
Gain on forgiveness of debt | 773,402 | ||
Total Other income (expense) | (1,458,614) | (1,124,554) | (598,563) |
Income taxes | |||
Net loss | $ (5,890,357) | $ (4,536,099) | $ (3,562,414) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Preferred Stock [Member] | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance | $ 521,700 | $ 521,700 | $ 521,700 |
Beginning balance (in shares) | 10,434 | 10,434 | 10,434 |
Net income (loss) | |||
Ending balance | $ 521,700 | $ 521,700 | $ 521,700 |
Ending balance (in shares) | 10,434 | 10,434 | 10,434 |
Common Stock [Member] | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance | $ 630,637 | $ 630,637 | $ 630,637 |
Beginning balance (in shares) | 63,063,685 | 63,063,685 | 63,063,685 |
Net income (loss) | |||
Ending balance | $ 630,637 | $ 630,637 | $ 630,637 |
Ending balance (in shares) | 63,063,685 | 63,063,685 | 63,063,685 |
Additional Paid-in Capital [Member] | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance | $ 27,235,066 | $ 27,235,066 | $ 27,235,066 |
Net income (loss) | |||
Ending balance | 27,235,066 | 27,235,066 | 27,235,066 |
Accumulated Deficit [Member] | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance | (53,521,169) | (48,985,070) | (45,422,656) |
Net income (loss) | (5,890,357) | (4,536,099) | (3,562,414) |
Ending balance | (59,411,526) | (53,521,169) | (48,985,070) |
Beginning balance | (25,133,766) | (20,597,667) | (17,035,253) |
Net income (loss) | (5,890,357) | (4,536,099) | (3,562,414) |
Ending balance | $ (31,024,123) | $ (25,133,766) | $ (20,597,667) |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | $ (5,890,357) | $ (4,536,099) | $ (3,562,414) |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Gain on forgiveness of debt | (773,402) | ||
Depreciation expense | 598 | 598 | 898 |
Changes in assets and liabilities: | |||
Accounts receivable | (961) | 19,700 | 251,759 |
Other current assets | 34,749 | (88,834) | 114,247 |
Accounts payable | 70,684 | 56,302 | 276,808 |
Accrued claims payable | (648,313) | ||
Contingent liability | 489,995 | ||
Accrued interest-related party | 1,132,002 | 622,208 | 3,263,498 |
Other accrued expense | 2,902,440 | 3,142,659 | (407,680) |
Net cash used in operating activities | (1,260,850) | (783,466) | (1,484,599) |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchase of property, plant and equipment | (1,341) | ||
Net cash used in investing activities | (1,341) | ||
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from promissory notes | 1,570,000 | 1,001,000 | 1,624,170 |
Repayment of notes | (480,000) | (5,000) | |
Notes payable, related party-net | (5,000) | (32,330) | 16,848 |
Repayment of line of credit, net | (152,765) | ||
Net cash provided by financing activities | 1,085,000 | 963,670 | 1,488,253 |
Net (decrease)/increase in cash | (175,850) | 180,204 | 2,313 |
Cash - Beginning of Year | 194,050 | 13,846 | 11,533 |
CASH - END OF YEAR | 18,200 | 194,050 | 13,846 |
Cash paid during the year for: | |||
Interest | |||
Income taxes |
DESCRIPTION OF THE COMPANY'S BU
DESCRIPTION OF THE COMPANY'S BUSINESS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF THE COMPANY'S BUSINESS AND BASIS OF PRESENTATION | NOTE 1 DESCRIPTION OF THE COMPANY’S BUSINESS AND BASIS OF PRESENTATION The consolidated financial statements include the accounts of Advanzeon Solutions, Inc. and its wholly-owned subsidiaries, each with their respective subsidiaries (collectively referred to herein as, the “Company”, “Advanzeon”, “we”, “us”, or “our”). |
SUMMARY OF SIGNFICANT ACCOUNTIN
SUMMARY OF SIGNFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 SUMMARY OF SIGNFICANT ACCOUNTING POLICIES Established in 1969, Advanzeon Solutions, Inc., (formerly Comprehensive Care Corp.) (“Advanzeon”, “we”, “Parent”, or the “Company”), through its wholly-owned subsidiary Pharmacy Value Management Solutions, Inc., and its wholly-owned subsidiaries during 2015, and partly in 2016, provided managed care services by acting as the administrator for certain administrative service agreements in the behavioral health and substance abuse fields. We primarily offered these services to commercial, Medicare, Medicaid, Children’s Health Insurance Program (“CHIP”) health plans, as well as self-insured companies. Our managed care operations consisted solely of servicing administrative service agreements. Starting in July of 2015, we implemented our comprehensive sleep apnea program, called “SleepMaster Solutions” ™. SleepMaster Solutions (“SMS”) utilizes an administrative system for the convenient identification/testing and therapy of Obstructive Sleep Apnea (“OSA”). We partnered with a national health care provider by initiating a sleep apnea wellness program whereby we screened, tested and when needed, offered a treatment programs for treating this disorder. We also contracted with a union to treat its driver members. Beginning in 2017, our only business was our SMS sleep apnea program. The Company has elected to not adopt the option available under United States generally accepted accounting principles (“GAAP”) to measure any eligible financial instruments or other items at fair market value at this time. Accordingly, the Company measures all of its assets and liabilities on the historical cost basis of accounting, except as otherwise required by GAAP. Inter-company accounts and transactions have been eliminated in consolidation. Certain minor reclassifications of prior period amounts have been made to conform to the current year presentation. Use of Estimates Accounts Receivable Property and Equipment Fair Value Measurements Due to the inherent nature of related party transactions, we have not attempted to estimate the fair value of liabilities payable to related parties of the Company. As such, promissory notes payable with carrying values of $3,019,923, 3,024,923 and $3,057,253, respectively, at December 31, 2017, 2016 and 2015, are excluded from the following table. The carrying amounts and estimated fair values of other financial instruments (all are liabilities) at December 31, 2017, 2016 and 2015, are as follows: December 31, 2017 2016 2015 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Promissory notes $ 6,318,779 $ — $ 5,228,779 $ — $ 4,232,779 $ — Convertible debt 372,000 — 372,000 — 372,000 — Senior promissory notes 1,771,016 — 1,771,016 — 1,771,016 — $ 8,461,795 $ — $ 7,371,795 $ — $ 6,375,795 $ — Revenue recognition Cost of Revenues Legal Defense Costs Income Taxes Management has evaluated our tax positions taken or to be taken on income tax returns that remain subject to examination (i.e., tax years 2008 and thereafter federally), and has concluded that there have been no uncertain tax positions (as defined in GAAP) taken that require recognition or disclosure in the consolidated financial statements. In the event of any income tax-related interest or penalties are incurred, they would be included in general and administrative expense. Stock Options and Warrants We use a Black-Scholes valuation model to estimate the fair value of options and warrants on the measurement date and for determining the allocation of the relative values of debt and warrants. In applying the model, we use level 3 inputs, as defined by GAAP, consisting of historical data and management judgment to estimate the expected terms of the instruments. Expected volatility is based on the historical volatility of our traded stock. We do not expect to pay dividends for the period of the expected life of the instruments, and therefore we assume no expected dividend. The assumed risk-free rates used are based on the U.S. Treasury yield curve with the same expected terms as those of the equity instruments at the time of grant. The following table lists the assumptions utilized in applying the Black-Scholes valuation model for options and warrants. 2017 2016 2015 Expected volatitily 160 % 160 % 160 % Expected life (in years) of options 2 3 4 Expected life (in years) of warrants 1/2 2/3 2/3 Risk-free interest rate range, options 1.5 % 1.5 % 1.5 % Risk-free interest rate range, warrants 1.5 % 1.5 % 1.5 % Expected divident yield 0 % 0 % 0 % PER SHARE DATA For the periods presented, since losses would produce anti-dilution, no diluted loss per common share is presented. The following table sets forth the computation of basic loss per common share (amounts in thousands, except per share data): 2017 2016 2015 Numerator: Net loss attributable to common stockholders $ (5,890,357 ) $ (4,536,099 ) $ (3,562,414 ) Denominator: Weighted average common shares 63,063,685 63,063,685 63,063,685 Basic loss per share attributable to common stockholders $ (0.09 ) $ (0.07 ) $ (0.06 ) Recent Accounting Standards Update In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which requires an entity that either enters into a contract with customers to transfer goods or services or enters into a contract for the transfer of nonfinancial assets, except for insurance contracts and lease contracts, to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for the goods or services. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers” to defer the effective date of ASU 2014-09. Public entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities should apply the guidance to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. All other entities may apply the guidance earlier as of an annual reporting period beginning after December 15, 2016, including interim reporting periods within that reporting period or as of an annual reporting period beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which the entity first applies the guidance. Management has determined that the adoption of this guidance will have an impact on the financial statements and notes thereto and is determining the impact it will have. During 2016, the FASB issued ASU 2016-08, ASU 2016-10, and ASU 2016-12, “Revenue from Contracts with Customers,” which provides additional clarification to the original “Revenue from Contracts with Customers” ASU 2014-09. The following is a summary of each ASU. ASU 2016-08 – Clarifies the implementation guidance of principal versus agent considerations. ASU 2016-10 – Clarifies the identifying of a performance obligation and the licensing implementation guidance. ASU 2016-12 – Clarifies the guidance on assessing collectability, presentation of sales tax, noncash consideration, and completed contracts and contract modifications at transition. The effective date of the ASU is the same as ASU 2014-09, which was deferred in August 2015. For public business entities, certain not-for-profit entities, and certain employee benefit plans, the effective date is for reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The effective date for all other entities is for annual reporting periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. Management has determined that the adoption of this guidance will have an impact on the financial statements and notes thereto and is determining the impact it will have. In February 2016, the FASB issued ASU 2016-02, “Leases,” which significantly changes the accounting for a lessee. Under previous guidance, lessees did not have to record a lease it designated as operating on its balance sheet. Under the new guidance, a lessee must record a liability for lease payments (referred to as the lease liability) and an asset for the right to use the leased asset during the lease term (referred to as the right of use asset) for all leases, regardless of whether they are designated as finance or operating leases. If a lessee has a lease with a term of 12 months of less, it may make an accounting policy election (by leased asset class) not to recognize lease assets or lease liabilities. This election generally requires the lessee to recognize lease expense on a straight-line basis over the lease term. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018 for public entities, not-for-profit entities that have issued (including conduit bond obligors) securities that are traded, listed, or quoted on an exchange or an over-the-counter market, and employee benefit plans that file financial statements with the United States Securities and Exchange Commission (SEC). All other entities must apply the ASU to annual periods beginning after December 15, 2019, and interim periods beginning after December 15, 2020. Any entity may early adopt the ASU. Management has determined that when this guidance is adopted the impact will be properly reflected in the financial statements and notes thereto. |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2017 | |
Other Current Assets | |
OTHER CURRENT ASSETS | NOTE 3 OTHER CURRENT ASSETS Other current assets as of December 31, 2017, 2016, and 2015 consist of the following: 2017 2016 2015 Prepaid accounting fees $ 24,617 $ 76,717 $ — Prepaid rent 5,248 12,945 5,248 Security deposits 3,500 3,500 3,500 Due from related party 29,468 4,420 — $ 62,833 $ 97,582 $ 8,748 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 PROPERTY AND EQUIPMENT Property and equipment, net, consists of the following at December 31: 2017 2016 2015 Furniture and equipment $ 2,992 $ 2,992 $ 2,992 Less accumulated depreciation and amortization (2,094 ) (1,496 ) (898 ) Property and equipment - net $ 898 $ 1,496 $ 2,094 Depreciation expense for 2017, 2016 and 2015 is $598, $598, and $898, respectively. |
RELATED PARTY NOTES PAYABLE
RELATED PARTY NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2017 | |
Notes Payable [Abstract] | |
RELATED PARTY NOTES PAYABLE | NOTE 5 RELATED PARTY NOTES PAYABLE The Company has received financing from Management to the Company as well as from members of our Board of Directors. These individuals are deemed to be related parties to the Company and their indebtedness must be disclosed separately. As of December 31, 2017, 2016 and 2015, balances were as follows: 2017 2016 2015 Related party notes payable $ 3,019,923 $ 3,024,923 $ 3,057,253 Interest rates on the above balances were 24% per annum on $2,000,000 of the indebtness. Remaining interest rates varied between 7% and 15% on the remaining indebtedness. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2017 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 6 NOTES PAYABLE As of December 31, 2017, 2016, and 2015, balances were as follows: 2017 2016 2015 Notes payable $ 8,461,795 $ 7,371,795 $ 6,375,795 Break-out of debt between the parent company and our subsidiary PVMS is as follows: 2017 2016 2015 Advanzeon parent $ 5,035,795 $ 5,515,795 $ 5,520,795 PVMS 3,426,000 1,856,000 855,000 $ 8,461,795 $ 7,371,795 $ 6,375,795 At PVMS, the sum total of notes issued, and their dollar values were as follows: 2017 2016 2015 Number of notes issued 39 27 13 Dollar value $ 1,570,000 $ 1,001,000 $ 705,000 All notes are short-term in nature, one year maturity date. All debt issued has a stated interest rate of 12% per year, with the exception of one note which has a $50,000 face value and a stated interest rate of 15%. A summary of notes by category is as follows: 2017 2016 2015 Senior notes $ 1,771,016 $ 1,771,016 $ 1,771,016 Convertible debt 372,000 372,000 372,000 Promissory notes 6,318,779 5,228,779 4,232,779 Total debt $ 8,461,795 $ 7,371,795 $ 6,375,795 |
BORROWINGS UNDER LINES OF CREDI
BORROWINGS UNDER LINES OF CREDIT | 12 Months Ended |
Dec. 31, 2017 | |
Borrowings Under Lines Of Credit | |
BORROWINGS REVOLVING LINE OF CREDIT | NOTE 7 BORROWINGS UNDER LINES OF CREDIT The Company no longer maintains a line of credit. |
CONTINGENT LIABILITY
CONTINGENT LIABILITY | 12 Months Ended |
Dec. 31, 2017 | |
Contingent Liability | |
CONTINGENT LIABILITY | NOTE 8 CONTINGENT LIABILITY The Company has recorded a contingent liability for the two items in the year ended December 31, 2017. The first item is related to a credit card dispute in the amount of $39,995, which was paid during 2018. The second is a lawsuit against the Company for $450,000 from the son of a former note holder. This matter has been dismissed twice by the judge but is ongoing due to appeals. 2017 2016 2015 Contingent liability $ 489,995 $ — $ — |
ACCRUED INTEREST-RELATED PARTY
ACCRUED INTEREST-RELATED PARTY | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Interest-related Party | |
ACCRUED INTEREST-RELATED PARTY | NOTE 9 ACCRUED INTEREST-RELATED PARTY As of December 31, 2017, 2016, and 2015, balances of accrued interest on this indebtedness were as follows: 2017 2016 2015 Accrued interest-related party $ 5,017,708 $ 3,885,706 $ 3,263,498 |
OTHER ACCRUED LIABILITIES
OTHER ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2017 | |
Other Accrued Liabilities | |
OTHER ACCRUED LIABILITIES | NOTE 10 OTHER ACCRUED LIABILITIES As of December 31, 2017, 2016, and 2015, balances of other accrued liabilities were as follows: 2017 2016 2015 Management compensation $ 8,873,802 $ 6,432,486 $ 4,270,472 Accrued interest-non-related party 3,875,213 3,047,067 2,216,422 Board of Director fees 600,000 450,000 300,000 Other 3,295,413 2,838,000 2,690,089 Total other accrued liabilities $ 16,644,428 $ 12,767,553 $ 9,476,983 Future minimum payments under the non-cancelable operating lease with initial or remaining terms of one year or more consist of the following at December 31, 2017. 2018 $ 94,813 2019 48,736 $ 143,549 |
LITIGATION
LITIGATION | 12 Months Ended |
Dec. 31, 2017 | |
Litigation | |
LITIGATION | NOTE 11 LITIGATION In the ordinary conduct of our business, we are subject to periodic lawsuits and claims. Although we cannot predict with certainty the ultimate resolution of lawsuits and claims asserted against us, we do not believe that any currently pending legal proceedings to which we are a party could have a material adverse effect on our business, or our future results of operations, cash flows or financial condition except as described below as of January 10, 2019: We initiated an action against Jerry Katzman, a former director, in July 2009 alleging that Mr. Katzman fraudulently induced us to enter into an employment agreement and, alternatively, that Mr. Katzman breached that alleged employment agreement and was rightfully terminated. In September 2010, the matter proceeded to a trial by jury. The jury found that Mr. Katzman did not fraudulently induce Advanzeon to enter into the contract but also found that Mr. Katzman was not entitled to damages. On defendant’s motion to amend the verdict due to inconsistency, the trial court set aside the jury verdict and awarded Mr. Katzman damages of approximately $1.3 million. The Company appealed the lower court’s decision and posted a collateralized appeal bond for approximately $1.3 million. On February 14, 2013, the 11 th In February 2018, a final judgment awarding attorney’s in the amount of $167,960 was entered in favor of Katzman. That judgment is awaiting a hearing on the Company’s motion for rehearing. In June 2018, as part of the execution process, in a motion for proceedings supplementary, pursuant to agreement of the parties the court entered an order appointing a special master to review the financial condition of Advanzeon to determine if the foregoing judgment could be paid and if so from what assets. In a related matter to the Katzman litigation, on January 10, 2017, the Company brought an action against Melanie Damian et al. Case number 17-CA-00252, Thirteenth Judicial Circuit Court, Hillsborough County, FL. The Company alleges abuse of process based upon wrongful collection practices including wrongful garnishment of bank accounts. The Company has filed a claim for money it maintains is owed by Universal Health Care Insurance Company. In re: The Receivership of Universal Health Care Insurance Company. Case number 2013-CA-00358 and Case number 2013-CA-00375 in the Second Judicial Circuit Court, Leon County, FL. The objection to the claim by the receivership was heard April 4, 2018 and on May 15, 2018 the court entered an Order awarding the Company a total of $269,750, representing a portion of monies claimed by the Company owed it by Universal. The Company filed for a rehearing only as to that portion of the additional monies claimed by the Company to be owed to it. The rehearing was denied. On July 20, 2018, the Company filed an appeal with the first district court of appeals with respect to the denial by the court of the additional monies claimed by the Company from Universal Health Care Insurance Company. The additional monies totaled approximately in excess of $900,000 but less than $1,000,000. In Michael Ross et. al v. Advanzeon Solutions, Inc., Plaintiff is suing the Company for money it claims is owed pursuant to a promissory note. Plaintiff has not proceeded with any action and maybe subject to a motion to dismiss for failure to prosecute. If any further action is taken by the Plaintiff, the Company will file a motion for summary judgment. Case Number 16-CA-005737, Thirteenth Judicial Circuit Court Hillsborough County, FL, filed April 7, 2015. This is the third attempt by the Plaintiff on the same note. The prior two actions were dismissed. The Company will continue to vigorously defend its position. In Advanzeon Solutions, Inc. v. Mayer Hoffman et. al., Case Number 16-CA-005737 Filed June 17, 2016 Thirteenth Judicial Circuit Court Hillsborough County, FL., the Company has sued Defendants for damages for breach of audit services contract. The Judge ruled in favor of Defendants motion for summary judgment, but no judgment has been entered. The Company will file for a rehearing of the summary judgment and or an appeal. In a matter entitled Pharmacy Value Management Solutions, Inc. vs Young & Son Tax and Accounting, LLC, Charles Young Sr., Charles Young Jr. and Jay Jacques, the Company brought this action for damages for among other things breach of accounting service contract, mandatory injunction, return of documents and conversion of accounting funds held in the accountants’ trust account. The case is in the initial stage. Case Number 18-CA-000960 Thirteenth Judicial Circuit, Hillsborough County, FL. Filed March 31, 2018. In a matter entitled Advanzeon Solutions, Inc. v. Cook Children’s Health Plan and Intervenors Cook Children’s medical center and Cook Children Physician Network, file 4/20/108 Company filed an action contesting the validity of a final foreign judgment (Texas) which was filed in the records of Hillsborough County. In a matter entitled Pharmacy Value Management Solutions, Inc., d/b/a SleepMaster Solutions™ Vs, Kristi Staite filed 5/7/2018 Thirteenth Judicial Circuit, PVMS brought suit against Staite for damages based upon fraud in the nonperformance of services Ms. Staite owed to Company in reference to obtaining insurance qualification. The case is in the beginning stages of response and discovery. In a matter entitled Rotech Healthcare, Inc. vs. Pharmacy Value Management Solutions, Inc. case no. 18-CA – 4218 Thirteenth Judicial Circuit Court – Tampa, the Plaintiff is suing for breach of contract and open account for money owed in the amount of $160,355 for services and supplies. Pharmacy Value Management Solutions, Inc. disputes the charges were permitted under the contract and disputes the claimed amounts. In May 2018, we filed a complaint against an attorney with the Florida Bar, File No. 2018-10677 (13A). |
EQUITY INSTRUMENTS
EQUITY INSTRUMENTS | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
EQUITY INSTRUMENTS | NOTE 12 EQUITY INSTRUMENTS Our Series C preferred stock is currently convertible into common stock at the rate of 316.28 common shares for each share of Series C preferred, adjustable for any dilutive issuances of common occurring in the future. Series C preferred shares vote with the common stockholders on an as-converted basis. The shares are nonparticipating except that dividends, when declared by our Board of Directors on the common stock, must be paid on the Series C stock on an as-converted basis before any dividends are paid on our common stock. The Series C is also cumulative with respect to dividends on common stock and junior series of preferred stock. Other significant rights and preferences of the Series C preferred include: ● the right to vote as a separate class to appoint five directors of the Company, and ● liquidation preferences, whereby the Series C holders have a claim against our assets senior to the claim of the holders of our common stock in the event of our liquidation, dissolution or winding-up (the value of the liquidation preference is $250 per share, or approximately $2,608,500 at December 31, 2017, 2016 and 2015). We also have a class of convertible preferred stock, Series D, for which 7,000 shares are authorized and 250 shares were outstanding at December 31, 2017. The shares, which were granted in January 2012, do not vest until the tenth anniversary of the grant date. Such shares were issued in exchange for the cancellation of 120 previously granted warrants to purchase Series D shares. Once vested, a Series D preferred share will be convertible at any time into 100,000 shares of common stock, subject to adjustment in the event of any common stock dividend, split, combination thereof or other similar recapitalization, without additional consideration. Prior to vesting and thereafter, each Series D convertible preferred share is entitled to all voting, dividend, liquidation and other rights accorded a share of Series D convertible preferred stock. As to dividends, the Series D stock is noncumulative. If a dividend is declared on the common stock, each share of Series D stock is entitled to receive a dividend equal to 50% of the dividend declared for the common stock as if the Series D stock had been converted. Despite their nonvested status, voting rights of each share nevertheless consist of the right to cast the number of votes equal to those of 500,000 shares of common stock. Unless otherwise required by applicable law, holders of shares of Series D have the right to vote together with holders of common stock as a single class on all matters submitted to a vote of our stockholders. STOCK INCENTIVE COMPENSATION PLANS WARRANTS: To Purchase Common Stock During the years ended December 31, 2017, 2016, and 2015, warrants were issued as parts of financing transactions to consultants and to members of our Board of Directors. The status of outstanding warrants for 2017, 2016, and 2015 follows: Warrants Shares Weighted- Weighted- Aggregate Outstanding at January 1, 2015 44,463,984 0.31 5.47 years — Granted 14,918,789 Forfeited, expired or cancelled (28,479,234 ) Outstanding at December 31, 2015 30,903,539 0.15 5.03 years — Granted 4,244,969 Forfeited, expired or cancelled — Outstanding at December 31, 2016 35,148,508 0.20 3.82 years — Granted 6,725,476 Forfeited, expired or cancelled — Excersiable at December 31, 2017 41,873,984 0.18 2.96 year — We recognized no compensation costs during 2017, 2016, and 2015, respectively due to the issuance of these securities. OPTIONS: From time-to-time, we grant stock options as compensation for services to our employees, non-employee directors and certain consultants (“grantees”) allowing grantees to purchase our common stock pursuant to stockholder-approved stock option plans. We currently have one active incentive qualified option plan, 2009 Equity Compensation Plan, that provides for the granting of stock options, stock appreciation rights, limited stock appreciation rights, restricted preferred stock, and common stock grants to grantees. Grants issued under the Plans may qualify as incentive stock options (“ISOs”) under Section 422A of the Internal Revenue Code of 1986, as amended. Options for ISOs may be granted for terms of up to ten years. For the 2009 Equity Compensation Plan, the vesting period is determined by our Compensation and Stock Option Committee. The exercise price for ISOs must equal or exceed the fair market value of the underlying shares on the date of grant. The Plan also provide for the full vesting of all outstanding options under certain change of control events. The maximum number of common shares authorized for issuance under the plans is 50,000,000. We did not issue any options during the three years ended December 31, 2017, 2016 and 2015. The information regarding the options is set forth below. 2017 2016 2015 Shares available 50,000,000 50,000,000 50,000,000 Options outstanding (Directors and employees) 3,695,000 3,695,000 3,695,000 Options exercisable 3,680,000 3,680,000 3,680,000 In addition, under our Non-employee Directors’ Stock Option Plan, we are authorized to issue non-qualified stock options to our non-employee directors for up to 1,000,000 common shares. Each non-qualified stock option is exercisable at a price equal to the average of the closing bid and asked prices of the common stock in the over-the-counter market for the most recent preceding day there was a sale of the stock prior to the grant date. Grants of options vest in accordance with vesting schedules established by our Board of Directors’ Compensation and Stock Option Committee. Upon joining our Board of Directors, directors receive an initial grant of 25,000 options for common shares. There were no grants of options under the Directors’ Stock Option Plan for the periods ended December 31,2017, 2016 and 2015. As of December 31, 2017, there were 2,678,000 shares available for option grants and 10,000,000 options for common shares outstanding under the non-qualified directors’ plan, Amount of which were exercisable. A summary of activity for 2017, 2016 and 2015 follows: Warrants Options Weighted- Average Weighted- Aggregate Outstanding at January 1, 2015 6,407,500 0.33 6.25 years — Granted — — Forfeited, expired or cancelled — 0.25 Outstanding at December 31, 2015 6,407,500 0.28 5.03 years — Granted — — Forfeited, expired or cancelled — 0.25 Outstanding at December 31, 2016 6,407,500 0.28 4.25 years — Granted — — Forfeited, expired or cancelled — 0.25 Outstanding at December 31, 2017 6,407,500 0.28 3.25 years — The following table summarizes information about options granted and vested during the years ended December 31, 2017 2016 2015 Options granted 0 0 0 Weighted-average grant-date fair value ($) N/A N/A N/A Options vested 0 0 0 Fair value of vested options ($) N/A N/A N/A During 2017, 2016 and 2015, we granted no options for common shares to employees, non-employee directors and consultants. A summary of common stock options outstanding and exercisable as of December 31, 2017 follows: Options Exercise Weighted- Weighted- Options Weight- 6,407,500 0.28 0.25-0.65 9.85 0 N/A |
INSURANCE AND LEGAL SETTLEMENTS
INSURANCE AND LEGAL SETTLEMENTS AND GAIN ON FORGIVENESS OF DEBT | 12 Months Ended |
Dec. 31, 2017 | |
Insurance And Legal Settlements And Gain On Forgiveness Of Debt | |
INSURANCE AND LEGAL SETTLEMENTS AND GAIN ON FORGIVENESS OF DEBT | Note 13 INSURANCE AND LEGAL SETTLEMENTS AND GAIN ON FORGIVENESS OF DEBT Legal settlements were as follows: 2017 2016 2015 Embezzlement claim (1) $ — $ 224,900 $ — Auditor claim (2) — 125,000 — Miscellaneous (17,031 ) (10,000 ) — Total debt $ (17,031 ) $ 339,900 $ — (1) Embezzlement claim was a payment from an insurance company on the fraud portion of our policy for theft from a former employee (2) Auditor claim was a payment from prior auditors who did not sufficiently audit accounts of our prior ASO business. Gain on Forgiveness of debt by year follows below: 2017 2016 2015 Gain on forgiveness of debt $ — $ — $ 773,402 During 2015, the Company reached an agreement with a prior creditor whereby they would forgive indebtedness of $773,402 in lieu of a share of a revenue stream on certain sales from our PVMS subsidiary. To date, payments to this creditor under this arrangement have been minimal. Payments will be included as cost of goods sold. |
RELATED PARTY TRANSACTION
RELATED PARTY TRANSACTION | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTION | NOTE 14 RELATED PARTY TRANSACTION We recognized interest expense of $ 1,132,002, $622,208, and $ 623,723 during 2017, 2016 and 2015, respectively, in connection with loans from related parties of the Company. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 15 INCOME TAXES The Company did not provide for income taxes with respect to differences between financial loss and taxable loss arising from the timing of when certain transactions are recorded for book purposes versus tax purpose. The Company has not filed federal or state income tax returns since 2012. The financial statements do not reflect any fines or penalties that may or may result from not filing the various income returns. In prior years the Company incurred net operating losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. For the 2017, 2016, and 2015 tax years the Company had net operating loss carryforwards of approximately $45,740,000 for tax purposes. The carryforwards are available to offset taxable income of future periods and begin to expire after the Company’s 2024 tax year. Realization of the deferred tax benefit related to the carryforward is dependent upon the Company generating sufficient taxable income in the future, against which the loss can be offset, which is not guaranteed. Deferred income taxes reflect the net tax effect of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as tax benefits of net operating loss carryforwards. The significant components of the Company’s deferred tax assets and liabilities relate to the following: 2017 2016 2015 Net operating loss carryfoward $ 45,740,224 $ 39,849,867 $ 35,313,768 Depreciation — — — Net deferred tax assts and before valuation allowance 45,740,224 39,849,867 35,313,768 Less: Valuation allowance (45,740,224 ) (39,849,867 ) (35,313,768 ) Net deferred tax assets $ — $ — $ — For financial reporting purposes, the Company has incurred losses in previous years. Based on the available objective evidence, including the Company’s previous losses, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets as of December 31, 2017, 2016, and 2015, respectively. The effective income tax rate varied from the statutory Federal tax rate as follows: 2017 2016 2015 Federal statutory rate 34 % 34 % 34 % Effect of net operating losses (34 )% (34 )% (34 )% Effective income tax rate — % — % — % The company’s effective tax rate is lower than what would be expected if the federal statutory rate were applied to income (loss) before taxes, primarily due to net operating loss carryforwards. |
OPERATING LEASE
OPERATING LEASE | 12 Months Ended |
Dec. 31, 2017 | |
Operating Lease | |
OPERATING LEASE | NOTE 16 OPERATING LEASE We leased our Tampa corporate office and paid annual rent of $79,715 in 2015, $100,560 in 2016, and $95,083 in 2017. Through September 2018, our total rent expense will be $74,356. The monthly rent through October to December 2018, will be $8,123 per month. The term of the leases is for 5 years beginning in May 2014 and ending on June 30, 2019. We currently lease approximately 3,133 square feet and pay approximately $7,697 per month. We consider the condition of our leases property to be average and adequate for our current needs. In our Tampa office, we maintain clinical operations, business development, accounting, financial and regulatory reporting and other management information symptoms information systems, and provider and member service functions. The future rent expenses as of December 31, 2017 is as follows: 2018 $ 92,364 2019 46,182 Total $ 138,546 |
OTHER MATTERS
OTHER MATTERS | 12 Months Ended |
Dec. 31, 2017 | |
Other Matters | |
OTHER MATTERS | NOTE 17 OTHER MATTERS During the years ended December 31, 2017, 2016, and 2015, we funded our operations from revenues and new debt issuances. We will continue to fund our operations from these sources until we are able to produce operating revenue sufficient to cover our cost structure. In the event we are not able to secure such funding, our operations will be adversely affected. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18 SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events Issuance of debt and warrants Subsequent to the Balance sheet date, the company has issued $1,116,923 of promissory notes. Of that amount, $100,000 has been repaid. All of the debt matures in 2019 and has a stated interest rate of 12% and is unsecured. Concurrent with the issuance of debt, the Company has issued 7,924,354 warrants at an average exercise price of $0.20. At the time of issuance, all warrants had a five year term. Issuance of common stock The Company has issued 3,597,971 shares subsequent to December 31, 2017 as follows: On December 31, 2017, the Company entered into a Settlement Agreement with Joe Canouse (“Holder”) stemming from a complaint filed, but not served, by Holder against the Company concerning a dispute over the repayment of certain convertible promissory notes in the aggregate principal amount of two hundred forty thousand dollars ($240,000), exclusive of accrued interest, held by Holder as assignee from Southridge Partners II, LP (the “Notes”). The Notes were issued in connection with a consulting agreement between the Company and Southridge Partners II LP in May 2014. In connection with the Settlement Agreement, the Company, without admitting liability or wrongdoing, agreed to settle the dispute by issuing 2,000,000 shares of its common stock to Holder. Each party agreed to a mutual general release of any further claims against the other party upon full satisfaction of the Settlement Agreement. The common were issued on January 8, 2018. The aforementioned notes were never recorded on the Company’s financial statements and are no longer valid. Please see our Form 8-K filed on January 8, 2018 for more detail. During 2018, one of the Company’s noteholders sold a note to a third party for $50,000. The $50,000 note was converted into 1,597,971 shares. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates |
Accounts Receivable | Accounts Receivable |
Property and Equipment | Property and Equipment |
Fair Value Measurements | Fair Value Measurements Due to the inherent nature of related party transactions, we have not attempted to estimate the fair value of liabilities payable to related parties of the Company. As such, promissory notes payable with carrying values of $3,019,923, 3,024,923 and $3,057,253, respectively, at December 31, 2017, 2016 and 2015, are excluded from the following table. The carrying amounts and estimated fair values of other financial instruments (all are liabilities) at December 31, 2017, 2016 and 2015, are as follows: December 31, 2017 2016 2015 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Promissory notes $ 6,318,779 $ — $ 5,228,779 $ — $ 4,232,779 $ — Convertible debt 372,000 — 372,000 — 372,000 — Senior promissory notes 1,771,016 — 1,771,016 — 1,771,016 — $ 8,461,795 $ — $ 7,371,795 $ — $ 6,375,795 $ — |
Revenue recognition | Revenue recognition |
Cost of Revenues | Cost of Revenues |
Legal Defense Costs | Legal Defense Costs |
Income Taxes | Income Taxes Management has evaluated our tax positions taken or to be taken on income tax returns that remain subject to examination (i.e., tax years 2008 and thereafter federally), and has concluded that there have been no uncertain tax positions (as defined in GAAP) taken that require recognition or disclosure in the consolidated financial statements. In the event of any income tax-related interest or penalties are incurred, they would be included in general and administrative expense. |
Stock Options and Warrants | Stock Options and Warrants We use a Black-Scholes valuation model to estimate the fair value of options and warrants on the measurement date and for determining the allocation of the relative values of debt and warrants. In applying the model, we use level 3 inputs, as defined by GAAP, consisting of historical data and management judgment to estimate the expected terms of the instruments. Expected volatility is based on the historical volatility of our traded stock. We do not expect to pay dividends for the period of the expected life of the instruments, and therefore we assume no expected dividend. The assumed risk-free rates used are based on the U.S. Treasury yield curve with the same expected terms as those of the equity instruments at the time of grant. The following table lists the assumptions utilized in applying the Black-Scholes valuation model for options and warrants. 2017 2016 2015 Expected volatitily 160 % 160 % 160 % Expected life (in years) of options 2 3 4 Expected life (in years) of warrants 1/2 2/3 2/3 Risk-free interest rate range, options 1.5 % 1.5 % 1.5 % Risk-free interest rate range, warrants 1.5 % 1.5 % 1.5 % Expected divident yield 0 % 0 % 0 % |
PER SHARE DATA | PER SHARE DATA For the periods presented, since losses would produce anti-dilution, no diluted loss per common share is presented. The following table sets forth the computation of basic loss per common share (amounts in thousands, except per share data): 2017 2016 2015 Numerator: Net loss attributable to common stockholders $ (5,890,357 ) $ (4,536,099 ) $ (3,562,414 ) Denominator: Weighted average common shares 63,063,685 63,063,685 63,063,685 Basic loss per share attributable to common stockholders $ (0.09 ) $ (0.07 ) $ (0.06 ) |
Recent Accounting Standards Update | Recent Accounting Standards Update In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which requires an entity that either enters into a contract with customers to transfer goods or services or enters into a contract for the transfer of nonfinancial assets, except for insurance contracts and lease contracts, to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for the goods or services. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers” to defer the effective date of ASU 2014-09. Public entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities should apply the guidance to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. All other entities may apply the guidance earlier as of an annual reporting period beginning after December 15, 2016, including interim reporting periods within that reporting period or as of an annual reporting period beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which the entity first applies the guidance. Management has determined that the adoption of this guidance will have an impact on the financial statements and notes thereto and is determining the impact it will have. During 2016, the FASB issued ASU 2016-08, ASU 2016-10, and ASU 2016-12, “Revenue from Contracts with Customers,” which provides additional clarification to the original “Revenue from Contracts with Customers” ASU 2014-09. The following is a summary of each ASU. ASU 2016-08 – Clarifies the implementation guidance of principal versus agent considerations. ASU 2016-10 – Clarifies the identifying of a performance obligation and the licensing implementation guidance. ASU 2016-12 – Clarifies the guidance on assessing collectability, presentation of sales tax, noncash consideration, and completed contracts and contract modifications at transition. The effective date of the ASU is the same as ASU 2014-09, which was deferred in August 2015. For public business entities, certain not-for-profit entities, and certain employee benefit plans, the effective date is for reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The effective date for all other entities is for annual reporting periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. Management has determined that the adoption of this guidance will have an impact on the financial statements and notes thereto and is determining the impact it will have. In February 2016, the FASB issued ASU 2016-02, “Leases,” which significantly changes the accounting for a lessee. Under previous guidance, lessees did not have to record a lease it designated as operating on its balance sheet. Under the new guidance, a lessee must record a liability for lease payments (referred to as the lease liability) and an asset for the right to use the leased asset during the lease term (referred to as the right of use asset) for all leases, regardless of whether they are designated as finance or operating leases. If a lessee has a lease with a term of 12 months of less, it may make an accounting policy election (by leased asset class) not to recognize lease assets or lease liabilities. This election generally requires the lessee to recognize lease expense on a straight-line basis over the lease term. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018 for public entities, not-for-profit entities that have issued (including conduit bond obligors) securities that are traded, listed, or quoted on an exchange or an over-the-counter market, and employee benefit plans that file financial statements with the United States Securities and Exchange Commission (SEC). All other entities must apply the ASU to annual periods beginning after December 15, 2019, and interim periods beginning after December 15, 2020. Any entity may early adopt the ASU. Management has determined that when this guidance is adopted the impact will be properly reflected in the financial statements and notes thereto. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of carrying and estimated fair values of financial instruments | The carrying amounts and estimated fair values of other financial instruments (all are liabilities) at December 31, 2017, 2016 and 2015, are as follows: December 31, 2017 2016 2015 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Promissory notes $ 6,318,779 $ — $ 5,228,779 $ — $ 4,232,779 $ — Convertible debt 372,000 — 372,000 — 372,000 — Senior promissory notes 1,771,016 — 1,771,016 — 1,771,016 — $ 8,461,795 $ — $ 7,371,795 $ — $ 6,375,795 $ — |
Schedule of assumptions for options and warrants | The following table lists the assumptions utilized in applying the Black-Scholes valuation model for options and warrants. 2017 2016 2015 Expected volatitily 160 % 160 % 160 % Expected life (in years) of options 2 3 4 Expected life (in years) of warrants 1/2 2/3 2/3 Risk-free interest rate range, options 1.5 % 1.5 % 1.5 % Risk-free interest rate range, warrants 1.5 % 1.5 % 1.5 % Expected divident yield 0 % 0 % 0 % |
Schedule of computation of basic loss per common share | The following table sets forth the computation of basic loss per common share (amounts in thousands, except per share data): 2017 2016 2015 Numerator: Net loss attributable to common stockholders $ (5,890,357 ) $ (4,536,099 ) $ (3,562,414 ) Denominator: Weighted average common shares 63,063,685 63,063,685 63,063,685 Basic loss per share attributable to common stockholders $ (0.09 ) $ (0.07 ) $ (0.06 ) |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Current Assets | |
Schedule of other current assets | Other current assets as of December 31, 2017, 2016, and 2015 consist of the following: 2017 2016 2015 Prepaid accounting fees $ 24,617 $ 76,717 $ — Prepaid rent 5,248 12,945 5,248 Security deposits 3,500 3,500 3,500 Due from related party 29,468 4,420 — $ 62,833 $ 97,582 $ 8,748 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment, net, consists of the following at December 31: 2017 2016 2015 Furniture and equipment $ 2,992 $ 2,992 $ 2,992 Less accumulated depreciation and amortization (2,094 ) (1,496 ) (898 ) Property and equipment - net $ 898 $ 1,496 $ 2,094 |
RELATED PARTY NOTES PAYABLE (Ta
RELATED PARTY NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Payable [Abstract] | |
Schedule of related party notes payable | As of December 31, 2017, 2016 and 2015, balances were as follows: 2017 2016 2015 Related party notes payable $ 3,019,923 $ 3,024,923 $ 3,057,253 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Payable [Abstract] | |
Schedule of notes payable | As of December 31, 2017, 2016, and 2015, balances were as follows: 2017 2016 2015 Notes payable $ 8,461,795 $ 7,371,795 $ 6,375,795 |
Schedule of break-out of debt | Break-out of debt between the parent company and our subsidiary PVMS is as follows: 2017 2016 2015 Advanzeon parent $ 5,035,795 $ 5,515,795 $ 5,520,795 PVMS 3,426,000 1,856,000 855,000 $ 8,461,795 $ 7,371,795 $ 6,375,795 |
Schedule of notes issued | At PVMS, the sum total of notes issued, and their dollar values were as follows: 2017 2016 2015 Number of notes issued 39 27 13 Dollar value $ 1,570,000 $ 1,001,000 $ 705,000 |
Schedule of summary of notes | A summary of notes by category is as follows: 2017 2016 2015 Senior notes $ 1,771,016 $ 1,771,016 $ 1,771,016 Convertible debt 372,000 372,000 372,000 Promissory notes 6,318,779 5,228,779 4,232,779 Total debt $ 8,461,795 $ 7,371,795 $ 6,375,795 |
CONTINGENT LIABILITY (Tables)
CONTINGENT LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Contingent Liability | |
Schedule of contingent liability | 2017 2016 2015 Contingent liability $ 489,995 $ — $ — |
ACCRUED INTEREST-RELATED PARTY
ACCRUED INTEREST-RELATED PARTY (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Interest-related Party | |
Schedule of accrued interest-related party | As of December 31, 2017, 2016, and 2015, balances of accrued interest on this indebtedness were as follows: 2017 2016 2015 Accrued interest-related party $ 5,017,708 $ 3,885,706 $ 3,263,498 |
OTHER ACCRUED LIABILITIES (Tabl
OTHER ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Accrued Liabilities | |
Schedule of other accrued liabilities | As of December 31, 2017, 2016, and 2015, balances of other accrued liabilities were as follows: 2017 2016 2015 Management compensation $ 8,873,802 $ 6,432,486 $ 4,270,472 Accrued interest-non-related party 3,875,213 3,047,067 2,216,422 Board of Director fees 600,000 450,000 300,000 Other 3,295,413 2,838,000 2,690,089 Total other accrued liabilities $ 16,644,428 $ 12,767,553 $ 9,476,983 |
Schedule o future minimum payments | Future minimum payments under the non-cancelable operating lease with initial or remaining terms of one year or more consist of the following at December 31, 2017. 2018 $ 94,813 2019 48,736 $ 143,549 |
EQUITY INSTRUMENTS (Tables)
EQUITY INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of warrant activity | The status of outstanding warrants for 2017, 2016, and 2015 follows: Warrants Shares Weighted- Weighted- Aggregate Outstanding at January 1, 2015 44,463,984 0.31 5.47 years — Granted 14,918,789 Forfeited, expired or cancelled (28,479,234 ) Outstanding at December 31, 2015 30,903,539 0.15 5.03 years — Granted 4,244,969 Forfeited, expired or cancelled — Outstanding at December 31, 2016 35,148,508 0.20 3.82 years — Granted 6,725,476 Forfeited, expired or cancelled — Excersiable at December 31, 2017 41,873,984 0.18 2.96 year — |
Schedule of options outstanding and exercisable | The information regarding the options is set forth below. 2017 2016 2015 Shares available 50,000,000 50,000,000 50,000,000 Options outstanding (Directors and employees) 3,695,000 3,695,000 3,695,000 Options exercisable 3,680,000 3,680,000 3,680,000 |
Schedule of option activity | A summary of activity for 2017, 2016 and 2015 follows: Warrants Options Weighted- Average Weighted- Aggregate Outstanding at January 1, 2015 6,407,500 0.33 6.25 years — Granted — — Forfeited, expired or cancelled — 0.25 Outstanding at December 31, 2015 6,407,500 0.28 5.03 years — Granted — — Forfeited, expired or cancelled — 0.25 Outstanding at December 31, 2016 6,407,500 0.28 4.25 years — Granted — — Forfeited, expired or cancelled — 0.25 Outstanding at December 31, 2017 6,407,500 0.28 3.25 years — |
Summary of options granted and vested | The following table summarizes information about options granted and vested during the years ended December 31, 2017 2016 2015 Options granted 0 0 0 Weighted-average grant-date fair value ($) N/A N/A N/A Options vested 0 0 0 Fair value of vested options ($) N/A N/A N/A |
Summary of common stock options outstanding and exercisable | A summary of common stock options outstanding and exercisable as of December 31, 2017 follows: Options Exercise Weighted- Weighted- Options Weight- 6,407,500 0.28 0.25-0.65 9.85 0 N/A |
INSURANCE AND LEGAL SETTLEMEN_2
INSURANCE AND LEGAL SETTLEMENTS AND GAIN ON FORGIVENESS OF DEBT (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Insurance And Legal Settlements And Gain On Forgiveness Of Debt | |
Schedule of legal settlements | Legal settlements were as follows: 2017 2016 2015 Embezzlement claim (1) $ — $ 224,900 $ — Auditor claim (2) — 125,000 — Miscellaneous (17,031 ) (10,000 ) — Total debt $ (17,031 ) $ 339,900 $ — (1) Embezzlement claim was a payment from an insurance company on the fraud portion of our policy for theft from a former employee (2) Auditor claim was a payment from prior auditors who did not sufficiently audit accounts of our prior ASO business. |
Schedule of gain on forgiveness of debt | Gain on Forgiveness of debt by year follows below: 2017 2016 2015 Gain on forgiveness of debt $ — $ — $ 773,402 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets and liabilities | The significant components of the Company’s deferred tax assets and liabilities relate to the following: 2017 2016 2015 Net operating loss carryfoward $ 45,740,224 $ 39,849,867 $ 35,313,768 Depreciation — — — Net deferred tax assts and before valuation allowance 45,740,224 39,849,867 35,313,768 Less: Valuation allowance (45,740,224 ) (39,849,867 ) (35,313,768 ) Net deferred tax assets $ — $ — $ — |
Schedule of statutory federal tax rate | The effective income tax rate varied from the statutory Federal tax rate as follows: 2017 2016 2015 Federal statutory rate 34 % 34 % 34 % Effect of net operating losses (34 )% (34 )% (34 )% Effective income tax rate — % — % — % |
OPERATING LEASE (Tables)
OPERATING LEASE (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Operating Lease | |
Schedule of future rent expenses | The future rent expenses as of December 31, 2017 is as follows: 2018 $ 92,364 2019 46,182 Total $ 138,546 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of carrying and estimated fair values of financial instruments | |||
Net liabilities carrying amount | $ 8,461,795 | $ 7,371,795 | $ 6,375,795 |
Promissory Notes [Member] | |||
Schedule of carrying and estimated fair values of financial instruments | |||
Financial Instrument Carrying Amount | 6,318,779 | 5,228,779 | 4,232,779 |
Debt instrument, Fair Value Disclosure | |||
Senior Promissory Notes [Member] | |||
Schedule of carrying and estimated fair values of financial instruments | |||
Financial Instrument Carrying Amount | 1,771,016 | 1,771,016 | 1,771,016 |
Debt instrument, Fair Value Disclosure | |||
Convertible Debt [Member] | |||
Schedule of carrying and estimated fair values of financial instruments | |||
Financial Instrument Carrying Amount | 372,000 | 372,000 | 372,000 |
Debt instrument, Fair Value Disclosure |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of assumptions for options and warrants | |||
Expected volatility | 160.00% | 160.00% | 160.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Stock Option [Member] | |||
Schedule of assumptions for options and warrants | |||
Expected life (in years) | 2 years | 3 years | 4 years |
Risk-free interest rate range | 1.50% | 1.50% | 1.50% |
Warrant [Member] | |||
Schedule of assumptions for options and warrants | |||
Risk-free interest rate range | 1.50% | 1.50% | 1.50% |
Warrant [Member] | Maximum [Member] | |||
Schedule of assumptions for options and warrants | |||
Expected life (in years) | 2 years | 3 years | 3 years |
Warrant [Member] | Minimum [Member] | |||
Schedule of assumptions for options and warrants | |||
Expected life (in years) | 1 year | 2 years | 2 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator: | |||
Net loss attributable to common stockholders | $ (5,890,357) | $ (4,536,099) | $ (3,562,414) |
Denominator: | |||
Weighted average common shares | 63,063,685 | 63,063,685 | 63,063,685 |
Basic loss per share attributable to common stockholders | $ (0.09) | $ (0.07) | $ (0.06) |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Accounting Policies [Abstract] | |||
Promissory notes payable related party | $ 3,019,923 | $ 3,024,923 | $ 3,057,253 |
OTHER CURRENT ASSETS (Details)
OTHER CURRENT ASSETS (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Other Current Assets | |||
Prepaid accounting fees | $ 24,617 | $ 76,717 | |
Prepaid rent | 5,248 | 12,945 | 5,248 |
Security deposits | 3,500 | 3,500 | 3,500 |
Due from related party | 29,468 | 4,420 | |
Total other current assets | $ 62,833 | $ 97,582 | $ 8,748 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of property and equipment | |||
Less accumulated depreciation and amortization | $ (2,094) | $ (1,496) | $ (898) |
Property and equipment - net | 898 | 1,496 | 2,094 |
Furniture and Fixtures [Member] | |||
Schedule of property and equipment | |||
Property, plant and equipment, gross | $ 2,992 | $ 2,992 | $ 2,992 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 598 | $ 598 | $ 898 |
RELATED PARTY NOTES PAYABLE (De
RELATED PARTY NOTES PAYABLE (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Notes Payable [Abstract] | |||
Related party notes payable | $ 3,019,923 | $ 3,024,923 | $ 3,057,253 |
RELATED PARTY NOTES PAYABLE (_2
RELATED PARTY NOTES PAYABLE (Details Narrative) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Notes Payable [Abstract] | |
Convertible notes payable | $ 2,000,000 |
Interest rate | 24.00% |
Description of remaining interest rate | Remaining interest rates varied between 7% and 15% on the remaining indebtedness. |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Notes Payable [Abstract] | |||
Notes payable | $ 8,461,795 | $ 7,371,795 | $ 6,375,795 |
NOTES PAYABLE (Details 1)
NOTES PAYABLE (Details 1) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Notes payable | $ 8,461,795 | $ 7,371,795 | $ 6,375,795 |
Advanzeon Parent [Member] | |||
Notes payable | 5,035,795 | 5,515,795 | 5,520,795 |
Pharmacy Value Management Solutions Inc.[Member] | |||
Notes payable | $ 3,426,000 | $ 1,856,000 | $ 855,000 |
NOTES PAYABLE (Details 2)
NOTES PAYABLE (Details 2) - Pharmacy Value Management Solutions Inc.[Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Number of notes issued | 39 | 27 | 13 |
Dollar value | $ 1,570,000 | $ 1,001,000 | $ 705,000 |
NOTES PAYABLE (Details 3)
NOTES PAYABLE (Details 3) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Notes payable | $ 8,461,795 | $ 7,371,795 | $ 6,375,795 |
Senior Notes [Member] | |||
Notes payable | 1,771,016 | 1,771,016 | 1,771,016 |
Convertible Debt [Member] | |||
Notes payable | 372,000 | 372,000 | 372,000 |
Promissory Notes [Member] | |||
Notes payable | $ 6,318,779 | $ 5,228,779 | $ 4,232,779 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Maturity date | P1Y |
Description of interest rate | All debt issued has a stated interest rate of 12% per year |
Stated interest rate | 24.00% |
Short Term One Note [Member] | |
Stated interest rate | 15.00% |
Face amount | $ 50,000 |
CONTINGENT LIABILITY (Details)
CONTINGENT LIABILITY (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Contingent Liability | |||
Contingent liability | $ 489,995 |
CONTINGENT LIABILITY (Details N
CONTINGENT LIABILITY (Details Narrative) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Contingent liability | $ 489,995 | ||
Credit Card Dispute [Member] | |||
Contingent liability | 39,995 | ||
Son of Former Note Holder [Member] | |||
Contingent liability | $ 450,000 |
ACCRUED INTEREST-RELATED PART_2
ACCRUED INTEREST-RELATED PARTY (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accrued Interest-related Party | |||
Accrued interest-related party | $ 5,017,708 | $ 3,885,706 | $ 3,263,498 |
OTHER ACCRUED LIABILITIES (Deta
OTHER ACCRUED LIABILITIES (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Other Current Assets | |||
Management compensation | $ 8,873,802 | $ 6,432,486 | $ 4,270,472 |
Accrued interest-non-related party | 3,875,213 | 3,047,067 | 2,216,422 |
Board of Director fees | 600,000 | 450,000 | 300,000 |
Other | 3,295,413 | 2,838,000 | 2,690,089 |
Total other accrued liabilities | $ 16,644,428 | $ 12,767,553 | $ 9,476,983 |
OTHER ACCRUED LIABILITIES (De_2
OTHER ACCRUED LIABILITIES (Details 1) | Dec. 31, 2017USD ($) |
Other Current Assets | |
2,018 | $ 94,813 |
2,019 | 48,736 |
Total | $ 143,549 |
LITIGATION (Details Narrative)
LITIGATION (Details Narrative) - USD ($) | Jul. 20, 2018 | May 15, 2018 | Feb. 28, 2018 | Sep. 30, 2010 | Mar. 08, 2017 |
Subsequent Event [Member] | Minimum [Member] | Rotech Healthcare, Inc. vs. Pharmacy Value Management Solutions, Inc. [Member] | |||||
Damages sought amount | $ 160,355 | ||||
Subsequent Event [Member] | Universal Health Care Insurance Company [Member] | |||||
Damages awarded amount | $ 269,750 | ||||
Name of the plaintiff | Universal Health Care Insurance Company | ||||
Subsequent Event [Member] | Universal Health Care Insurance Company [Member] | Minimum [Member] | |||||
Damages sought amount | 900,000 | ||||
Subsequent Event [Member] | Universal Health Care Insurance Company [Member] | Maximum [Member] | |||||
Damages sought amount | $ 1,000,000 | ||||
Jerry Katzman [Member] | |||||
Name of the defendant | Jerry Katzman | ||||
Damages awarded amount | $ 1,300,000 | ||||
Collateralized bond amount, appeal | $ 1,300,000 | ||||
Bearing amount | $ 866,052 | ||||
Jerry Katzman [Member] | Subsequent Event [Member] | |||||
Damages awarded amount | $ 167,960 |
EQUITY INSTRUMENTS (Details)
EQUITY INSTRUMENTS (Details) - Warrant [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Shares | |||
Outstanding balance at beginning | 35,148,508 | 30,903,539 | 44,463,984 |
Granted | 6,725,476 | 4,244,969 | 14,918,789 |
Reclassified | |||
Forfeited, expired or cancelled | (28,479,234) | ||
Outstanding balance at end | 35,148,508 | 30,903,539 | |
Exercisable at end | 41,873,984 | ||
Weighted Average Exercise Price | |||
Outstanding balance at beginning | $ 0.20 | $ 0.15 | $ 0.31 |
Outstanding balance at end | $ 0.20 | $ 0.15 | |
Exercisable at end | $ 0.18 | ||
Weighted Average Remaining Contractual Term | |||
Outstanding balance at beginning | 3 years 9 months 25 days | 5 years 5 months 19 days | |
Exercisable at end | 2 years 11 months 16 days | 5 years 11 days | |
Aggregate Instrinsic Value | |||
Granted |
EQUITY INSTRUMENTS (Details 1)
EQUITY INSTRUMENTS (Details 1) - shares | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Shares available | 500,000,000 | 500,000,000 | 500,000,000 | |
Stock Option [Member] | ||||
Shares available | 50,000,000 | 50,000,000 | 50,000,000 | |
Options outstanding | 6,407,500 | 6,407,500 | 6,407,500 | 6,407,500 |
Options exercisable | 3,680,000 | 3,680,000 | 3,680,000 | |
Stock Option [Member] | Directors and Employees [Member] | ||||
Options outstanding | 3,695,000 | 3,695,000 | 3,695,000 |
EQUITY INSTRUMENTS (Details 2)
EQUITY INSTRUMENTS (Details 2) - Stock Option [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Options | |||
Outstanding balance at beginning | 6,407,500 | 6,407,500 | 6,407,500 |
Granted | 0 | 0 | 0 |
Outstanding balance at end | 6,407,500 | 6,407,500 | 6,407,500 |
Exercisable at end | 0 | ||
Weighted Average Exercise Price | |||
Outstanding balance at beginning | $ 0.28 | $ 0.28 | $ 0.33 |
Granted | |||
Forfeited, expired or cancelled | 0.25 | 0.25 | 0.25 |
Outstanding balance at end | $ 0.28 | $ 0.28 | $ 0.28 |
Weighted Average Remaining Contractual Term | |||
Outstanding balance at beginning | 4 years 3 months | 5 years 10 days | 6 years 3 months |
Outstanding balance at end | 3 years 3 months | 4 years 3 months | 5 years 10 days |
Aggregate Instrinsic Value | |||
Forfeited, expired or cancelled |
EQUITY INSTRUMENTS (Details 3)
EQUITY INSTRUMENTS (Details 3) - Stock Option [Member] - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Options granted | 0 | 0 | 0 |
Options vested | 0 | 0 | 0 |
EQUITY INSTRUMENTS (Details 4)
EQUITY INSTRUMENTS (Details 4) - Stock Option [Member] - $ / shares | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Options Outstanding | 6,407,500 | 6,407,500 | 6,407,500 | 6,407,500 |
Weighted Average Exercise Price | $ 0.28 | $ 0.28 | $ 0.28 | $ 0.33 |
Weighted Average Remaining Contractual Term | 4 years 3 months | 5 years 10 days | 6 years 3 months | |
Options Exercisable | 0 | |||
Weighted Average Exercise Price of Exercisable Options | ||||
Minimum [Member] | ||||
Exercise Price Range | 0.25 | |||
Maximum [Member] | ||||
Exercise Price Range | $ 0.65 |
EQUITY INSTRUMENTS (Details Nar
EQUITY INSTRUMENTS (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2017USD ($)Number$ / sharesshares | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2015USD ($)$ / shares | |
Number of directors to be appointed | Number | 5 | ||
Convertible Preferred Stock [Member] | |||
Liquidation preference per share value | $ / shares | $ 250 | $ 250 | $ 250 |
Liquidation preference value | $ | $ 2,608,500 | $ 2,608,500 | $ 2,608,500 |
Series D Convertible Preferred Stock [Member] | |||
Series D convertible preferred stock, authorized shares | 7,000 | ||
Preferred stock, shares issued | 250 | ||
Preferred stock, vesting period | 10 years | ||
Number of warrants cancelled in exchange of share issue | 120 | ||
Convertible preferred stock, shares issued upon conversion | 100,000 | ||
Preferred stock voting rights | Equal to of 500,000 shares of common stock | ||
Dividend issued treated as conversion percent | 50.00% | ||
Non Qualified Directors Plan [Member] | |||
Non qualified stock options to our non employee directors | 1,000,000 | ||
Options available for grant, initially | 25,000 | ||
Options available for grant | 2,678,000 | ||
Options outstanding | 10,000,000 | ||
Common Stock [Member] | |||
Conversion rate of preferred stock into common stock | $ / shares | $ 316.28 |
INSURANCE AND LEGAL SETTLEMEN_3
INSURANCE AND LEGAL SETTLEMENTS AND GAIN ON FORGIVENESS OF DEBT (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Total debt | $ (17,031) | $ 339,900 | ||
Embezzlement Claim [Member] | ||||
Total debt | [1] | 224,900 | ||
Auditor Claim [Member] | ||||
Total debt | [2] | 125,000 | ||
Miscellaneous [Member] | ||||
Total debt | $ (17,031) | $ (10,000) | ||
[1] | Embezzlement claim was a payment from an insurance company on the fraud portion of our policy for theft from a former employee | |||
[2] | Auditor claim was a payment from prior auditors who did not sufficiently audit accounts of our prior ASO business. |
INSURANCE AND LEGAL SETTLEMEN_4
INSURANCE AND LEGAL SETTLEMENTS AND GAIN ON FORGIVENESS OF DEBT (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Insurance And Legal Settlements And Gain On Forgiveness Of Debt | |||
Gain on forgiveness of debt | $ 773,402 |
RELATED PARTY TRANSACTION (Det
RELATED PARTY TRANSACTION (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |||
Accrued interest-related party | $ 1,132,002 | $ 622,208 | $ 623,723 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | |||
Net operating loss carryfoward | $ 45,740,224 | $ 39,849,867 | $ 35,313,768 |
Depreciation | |||
Net deferred tax assts and before valuation allowance | 45,740,224 | 39,849,867 | 35,313,768 |
Less: Valuation allowance | (45,740,224) | (39,849,867) | (35,313,768) |
Net deferred tax assets |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 34.00% | 34.00% | 34.00% |
Effect of net operating losses | (34.00%) | (34.00%) | (34.00%) |
Effective income tax rate |
OPERATING LEASE (Details)
OPERATING LEASE (Details) | Dec. 31, 2017USD ($) |
2,018 | $ 94,813 |
2,019 | 48,736 |
Total | 143,549 |
Tampa Corporate Office [Member] | |
2,018 | 92,364 |
2,019 | 46,182 |
Total | $ 138,546 |
OPERATING LEASE (Details Narrat
OPERATING LEASE (Details Narrative) - Tampa Corporate Office [Member] | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($)ft² | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Rental Expences | $ 95,083 | $ 100,560 | $ 79,715 | ||
Operating lease term | 5 years | ||||
Area of land | ft² | 3,133 | ||||
Payments for rent per month | $ 7,697 | ||||
Subsequent Event [Member] | |||||
Rental Expences | $ 8,123 | $ 74,356 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Jan. 02, 2018USD ($)$ / sharesshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares |
Interest rate | 24.00% | ||
Settlement Agreement [Member] | Joe Canouse ("Holder") [Member] | |||
Face amount | $ | $ 240,000 | ||
Number of shares issued | shares | 2,000,000 | ||
Subsequent Event [Member] | |||
Number of shares issued | shares | 3,597,971 | ||
Subsequent Event [Member] | Third Party [Member] | |||
Face amount | $ | $ 50,000 | ||
Number of shares issued in debt conversion | shares | 1,597,971 | ||
Subsequent Event [Member] | Warrant [Member] | |||
Number of warrant issued | shares | 7,924,354 | ||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.20 | ||
Warrant term | 5 years | ||
Subsequent Event [Member] | Unsecured Promissory Notes [Member] | |||
Face amount | $ | $ 1,116,923 | ||
Repayments of notes | $ | $ 100,000 | ||
Maturity date | All of the debt matures in 2019 | ||
Interest rate | 12.00% |