United States securities and exchange commission logo
June 24, 2020
Clark A. Marcus
Chief Executive Officer and Chairmann
Advanzeon Solutions, Inc.
2901 W. Busch Blvd.
Suite 701
Tampa, Florida 33618
Re: Advanzeon
Solutions, Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2019
Filed April 9, 2020
File No. 001-09927
Dear Mr. Marcus:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within 10 business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2019
Business
The Master Distributor Agreement, page 8
1. The distribution
agreement signed during 2019 appears to be a material agreement. Please
amend your filing to
provide the agreement as an exhibit or tell us why it is not required to
be filed. See Item
601(b)(10) of Regulation S-K.
Consolidated Statements of Stockholders' Deficiency, page 67
2. Please amend your
filing to also provide the equity statement for the year ended
December 31, 2018. See
Rule 8-02 of Regulation S-X which requires equity statements
for each of the last
two fiscal years. In addition, amend your March 31, 2020 Form 10-Q
to provided the equity
statement for the first quarter of 2019 as required by Rule 8-
03(a)(5) of Regulation
S-X.
Clark A. Marcus
Advanzeon Solutions, Inc.
June 24, 2020
Page 2
Exhibits
3. Please address the following comments regarding your Exhibits 31 and
32:
It appears that you provide the exhibits required by Item 601(b)(31)
of Regulation S-
K as Exhibits 32 and the ones required by Item 601(b)(32) of
Regulation S-K as
Exhibits 31. Please ensure that you correct the order of these
exhibits in your
amended filing and represent to us that you will ensure the proper
order in your future
filings on Forms 10-K and 10-Q.
Under Exchange Act Rule 13a-14(a) your principal financial officer
is required to
sign these certifications. On the signature page on page 62 you
identify your Chief
Financial Officer (CFO) as your principal financial and accounting
officer, yet your
Chief Accounting Officer (CAO) signed your certifications. Have
your CFO sign the
certifications in your amended Form 10-K filing and similarly
amend your March 31,
2020 Form 10-Q or tell us:
o Why you identify your CFO as your principal financial
officer;
o Why he does not sign your certifications; and
o How your certifications comply with the referenced rule.
Tell us why your CAO is not listed as an officer in Item 10.
Tell us whether there is a familial relationship between your CAO
and your Chief
Executive Officer.
You indicate on page 43 that your CAO is the principal of an outside
accounting
firm. Tell us whether this is the same firm as your independent
registered public
accounting firm.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Mark Brunhofer at (202) 551-3638 or Sharon Blume at
(202) 551-3474
with any questions.
FirstName LastNameClark A. Marcus Sincerely,
Comapany NameAdvanzeon Solutions, Inc.
Division of
Corporation Finance
June 24, 2020 Page 2 Office of Finance
FirstName LastName