Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 15, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Advanzeon Solutions, Inc. | |
Entity Central Index Key | 0000022872 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 | |
Entity Current Reporting Status | Yes | |
Entity File Number | 1-9927 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding | 67,361,656 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | ||
Cash | $ 20,912 | $ 25,036 |
Accounts receivable | 27,646 | 24,890 |
Current portion of right of use asset | 45,592 | 53,634 |
Other current assets | 1,541,061 | 828,996 |
Total current assets | 1,635,211 | 932,556 |
PROPERTY, PLANT, AND EQUIPMENT | ||
Property and equipment, net | 1,408 | |
Leasehold improvements, net | 299 | |
Total property, plant, and equipment | 1,408 | 299 |
RIGHT OF USE ASSET, NET OF CURRENT PORTION | 11,383 | 28,920 |
TOTAL ASSETS | 1,648,002 | 961,775 |
Loans payable: | ||
Related parties | 549,420 | 737,023 |
Account payable | 1,098,621 | 700,067 |
Debt | 11,158,189 | 10,087,939 |
Contingent liability | 642,659 | 642,659 |
Current portion of lease liability | 45,592 | 53,634 |
Other accrued expenses | 15,357,128 | 14,614,772 |
Total current liabilities | 28,851,609 | 26,836,094 |
LEASE LIABILITY, NET OF CURRENT PORTION | 11,383 | 28,920 |
TOTAL LIABILITIES | 28,862,992 | 26,865,014 |
STOCKHOLDERS' DEFICIENCY | ||
Preferred stock, value | ||
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 67,361,656 and 66,661,656 shares issued and outstanding as of June 30, 2019 and December 31, 2018 | 673,617 | 666,617 |
Additional paid in capital | 28,036,007 | 28,012,007 |
Accumulated deficit | (55,924,624) | (54,581,873) |
Total stockholders' deficiency | (27,214,990) | (25,903,239) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | 1,648,002 | 961,775 |
Series C Convertible Preferred [Member] | ||
STOCKHOLDERS' DEFICIENCY | ||
Preferred stock, value | 10 | 10 |
Series D Convertible Preferred [Member] | ||
STOCKHOLDERS' DEFICIENCY | ||
Preferred stock, value | ||
Remaining Preferred stock [Member] | ||
STOCKHOLDERS' DEFICIENCY | ||
Preferred stock, value |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 1,000,000 | 1,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, issued | 67,361,656 | 66,661,656 |
Common stock, outstanding | 67,361,656 | 66,661,656 |
Series C Convertible Preferred [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 14,400 | 14,400 |
Preferred stock, issued | 10,434 | 10,434 |
Preferred stock, outstanding | 10,434 | 10,434 |
Series D Convertible Preferred [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 7,000 | 7,000 |
Preferred stock, issued | 250 | 250 |
Preferred stock, outstanding | 250 | 250 |
Remaining Preferred stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 978,600 | 978,600 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenues: | ||||
Obstructive sleep apnea (OSA) | $ 90,453 | $ 169,944 | $ 158,376 | $ 350,567 |
Total revenues | 90,453 | 169,944 | 158,376 | 350,567 |
Costs and expenses: | ||||
Costs of revenues | 66,157 | 185,245 | 107,817 | 234,344 |
General and administrative | 416,039 | 513,012 | 841,843 | 987,059 |
Depreciation and amortization | 235 | 150 | 440 | 300 |
Total costs and expenses | 482,431 | 698,407 | 950,100 | 1,221,703 |
Loss from operations | (391,978) | (528,463) | (791,724) | (871,136) |
Other income (expense): | ||||
Interest expense | (341,178) | (408,747) | (669,193) | (840,873) |
Interest income | 5,994 | 5,994 | ||
Legal settlement | 112,172 | 328,269 | 112,172 | 328,269 |
Extinguishment of loan due to shareholder | 7,771,140 | 7,771,140 | ||
Settlement of prior accounting services | (240,000) | |||
Other income | 2,380 | |||
Total other income (expense) | (223,012) | 7,690,662 | (551,027) | 7,020,916 |
Income taxes | ||||
Net (loss) income | $ (614,990) | $ 7,162,199 | $ (1,342,751) | $ 6,149,780 |
PER SHARE INFORMATION | ||||
Net (Loss) Income Per Common Share | $ (0.01) | $ 0.11 | $ (0.02) | $ 0.09 |
Weighted Average Number of Common Shares Outstanding | 67,361,656 | 66,573,855 | 67,027,954 | 65,436,202 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficiency Equity (Unaudited) - 6 months ended Jun. 30, 2019 - USD ($) | Series C Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2018 | $ 10 | $ 666,617 | $ 28,012,007 | $ (54,581,873) | $ (25,903,239) |
Balance, shares at Dec. 31, 2018 | 10,434 | 66,661,656 | |||
Stock issued for services | $ 2,000 | 14,000 | 16,000 | ||
Stock issued for services, shares | 200,000 | ||||
Sale of stock | $ 5,000 | 10,000 | 15,000 | ||
Sale of stock, shares | 500,000 | ||||
Net loss | (1,342,751) | (1,342,751) | |||
Balance at Jun. 30, 2019 | $ 10 | $ 673,617 | $ 28,036,007 | $ (55,924,624) | $ (27,214,990) |
Balance, shares at Jun. 30, 2019 | 10,434 | 67,361,656 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net (loss) income | $ (1,342,751) | $ 6,149,780 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Depreciation and amortization | 440 | 300 |
Stock issued for services | 16,000 | 240,000 |
Extinguishment of loan due to shareholder and accrued interest | (7,771,140) | |
Amortization of right of use assets | 25,579 | |
Net changes in assets and liabilities: | ||
Accounts receivable | (2,756) | (45,565) |
Other current assets | (712,065) | (382,524) |
Payments on lease liabilities | (25,579) | |
Accounts payable | 210,951 | 389,660 |
Contingent liability | 152,664 | |
Accrued interest - related party | (246,568) | |
Other accrued expenses | 742,356 | 970,523 |
Net cash used in operating activities | (1,087,825) | (542,870) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property, plant, and equipment | (1,549) | |
Net cash used in investing activities | (1,549) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from promissory notes | 1,070,250 | 525,043 |
Sale of stock | 15,000 | |
Net cash provided by financing activities | 1,085,250 | 525,043 |
Net decrease in cash | (4,124) | (17,827) |
CASH - Beginning of Year | 25,036 | 18,200 |
CASH - END OF PERIOD | 20,912 | 373 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the year for Interest | ||
Cash paid during the year for Income taxes | ||
Recording of right of use assets under lease agreements | 119,640 | |
Schedule of non-cash investing transactions: | ||
Convertible promissory note converted to common stock | $ 51,231 |
Description of The Company's Bu
Description of The Company's Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF THE COMPANY'S BUSINESS AND BASIS OF PRESENTATION | 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 subsidiary, and its respective subsidiaries (collectively referred to herein as, the “Company,” “Advanzeon,” “we”, “us,” or “our”). In the opinion of management, the accompanying unaudited financial statements contain all adjustments necessary to present fairly the Company's financial position as of December 31, 2018, the changes therein for the three and six-month periods then ended and the results of operations for the three and six-month periods ended June 30, 2019 and 2018. The financial statements included in the Form 10-Q are presented in accordance with the requirements of the Form and do not include all of the disclosures required by accounting principles general accepted in the United States of America. For additional information, reference is made to the Company's annual report on Form 10-K for the fiscal year ended December 31, 2018. The results of operations for the three and six-month periods ended June 30, 2019 and 2018 are not necessarily indicative of operating results for the full year. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT 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 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 period presentation. Use of Estimates Accounts Receivable Revenue Recognition Property and Equipment Leasehold Improvement Fair Value Measurements The carrying amounts of long-term debt and estimated fair values of the attached warrants at June 30, 2019 and December 31, 2018 are as follows: June 30, 2019 December 31, 2018 Carrying Estimated Carrying Estimated Amount Fair Value of Attached Warrants Amount Fair value of Attached Warrants Convertible promissory notes $ 11,158,189 $ — $ 10,087,939 $ — Loan payable related party 549,420 — 737,023 — $ 11,707,609 $ — $ 10,824,962 $ — During the six-month period ended June 30, 2019, there have been 25 additional convertible notes totaling $1,070,250. Cost of Revenues Right of Use Assets and Lease Liabilities 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 2013 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 |
Other Current Assets
Other Current Assets | 6 Months Ended |
Jun. 30, 2019 | |
Other Current Assets | |
OTHER CURRENT ASSETS | 3. OTHER CURRENT ASSETS Other current assets consists of the following at June 30, 2019 and December 31, 2018: June 30, 2019 December 31, 2018 Due from escrow account $ 1,146,435 $ 472,788 Loans to others 4,000 — Security deposit 3,500 13,500 Capitalized portion of lease 2,380 2,951 Prepaid expenses 50,207 5,248 Miscellaneous receivable 334,539 334,509 Other current asset $ 1,541,061 $ 828,996 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2019 | |
PROPERTY, PLANT, AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | 4. PROPERTY AND EQUIPMENT June 30, 2019 December 31, 2018 Property and equipment $ 1,549 $ — Less accumulated depreciation (141 ) — Property and equipment - net $ 1,408 $ — Depreciation expense for the six-month periods ended June 30, 2019 and 2018 is $141 and $0, respectively. A computer was acquired in February of 2019. |
Leasehold Improvement
Leasehold Improvement | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
LEASEHOLD IMPROVEMENT | 5. LEASEHOLD IMPROVEMENT Leasehold improvement, net, consists of the following at June 30, 2019 and December 31, 2018: June 30, 2019 December 31, 2018 Leasehold improvements $ 2,992 $ 2,992 Less accumulated amortization (2,992 ) (2,693 ) Leasehold improvements - net $ — $ 299 Amortization expense for the six-month periods ended June 30, 2019 and 2018 is $299 and $300, respectively. |
Related Party and Shareholder L
Related Party and Shareholder Loans Payable | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY AND SHAREHOLDER LOANS PAYABLE | 6. RELATED PARTY AND SHAREHOLDER LOANS PAYABLE The Company has received financing from Management of 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 June 30, 2019 and December 31, 2018, there are the following related party notes payable: June 30, 2019 December 31, 2018 Related party loans payable $ 549,420 $ 737,023 |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2019 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | 7. NOTES PAYABLE As of June 30, 2019, and December 31, 2018, the balance was as follows: June 30, 2019 December 31, 2018 Notes payable $ 11,158,189 $ 10,087,939 During the six-month period ended June 30, 2019, there have been 25 additional convertible-promissory notes totaling $1,070,250. One previous $50,000 convertible-promissory note was converted into stock during the year ended December 31, 2018. Break-out of debt between the parent company and our subsidiary PVMS is as follows: June 30, 2019 December 31, 2018 Advanzeon parent $ 5,010,016 $ 5,010,016 PVMS 6,148,173 5,077,923 $ 11,158,189 $ 10,087,939 At PVMS, the total of notes issued year-to-date and their dollar values were as follows: June 30, 2019 December 31, 2018 Number of notes issued 25 31 Dollar value $ 1,070,250 $ 1,751,923 All notes are short-term in nature, one-year maturity date. All debt issued has a stated interest rate of 12% per year. |
Contingent Liability
Contingent Liability | 6 Months Ended |
Jun. 30, 2019 | |
Contingent Liability | |
CONTINGENT LIABILITY | 8. CONTINGENT LIABILITY Contingent liability consisted of 3 items: 1. a lawsuit against the Company for $450,000 from the son of a deceased promissory note holder. This matter has been dismissed twice by the judge but is ongoing due to appeals. This case should expire in June or July for lack of prosecution. 2. interest payable in the amount of $171,247 to the same person listed in (1). This interest is related to the lawsuit reference in (1). 3. Advanzeon won a decision on a court case against Universal Healthcare. The attorney's fees relating to this matter total $21,412. This fee will be paid out of the proceeds of the case when collected. As of June 30, 2019 and December 31, 2018, the balance of this indebtedness is as follows: June 30, 2019 December 31, 2018 Disputed note payable $ 450,000 $ 450,000 Disputed interest payable 171,247 171,247 Pending attorney fees 21,412 21,412 Total contingent liability $ 642,659 $ 642,659 |
Other Accrued Liabilities
Other Accrued Liabilities | 6 Months Ended |
Jun. 30, 2019 | |
Other Accrued Liabilities | |
OTHER ACCRUED LIABILITIES | 9. OTHER ACCRUED LIABILITIES As of June 30, 2019 and December 31, 2018, the balance of other accrued liabilities is as follows: June 30, 2019 December 31, 2018 Management compensation $ 8,873,802 $ 8,873,802 Accrued interest non-related party 5,473,136 4,809,644 Board of Director fees 975,000 900,000 State fees 24,850 21,000 Payroll liabilities 5,140 2,927 Accrued wages and related 5,200 7,399 Total other accrued debt $ 15,357,128 $ 14,614,772 |
Right of Use Assets
Right of Use Assets | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
RIGHT OF USE ASSETS | 10. RIGHT OF USE ASSETS The Company entered into one lease for office space and one automobile lease prior to the quarter ended June 30, 2019 that are classified as right of use assets and lease liabilities. The lease for the Company’s office space expires April 2020. The lease for the automobile expires in June 2021. As the implicit interest rate is not readily indentifiable in the leases, the Company calculated the present a value of the leases using the average commercial real estate interest rate of 5.50% at the commencement of the office leases and the interest of 2.99% for the automobile lease. Applying the commercial rate, the Company calculated the present value of $87,445 for the office lease and $32,195 for the automobile leasing, that is being amortized over the life of the leases. As of June 30, 2019, the right of use assets associated with future operating leases are as follows: Total present value of right to use assets under lease agreements $ 119,640 Amortization of right of use assets (62,665 ) Total right of use assets as of June 30, 2019 $ 56,975 Total amortization expense related to the right of use assets under the lease agreements was $25,579 and $0 for the six-month periods ended June 30, 2019 and 2018, respectively. |
Right of Use Lease Liabilities
Right of Use Lease Liabilities | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
RIGHT OF USE LEASE LIABILITIES | 11. RIGHT OF USE LEASE LIABILITIES As disclosed in Note 10, the Company entered into two leases for office space prior to the quarter ended June 30, 2019 that are classified as right of use assets and lease liabilities. As of June 30, 2019, the lease liabilities associated with future payments due under the leases are as follows: Total present value of future lease payments $ 119,640 Principal payments made as of the quarter ended June 30, 2019 (62,665 ) Total right of use lease liabilities as of June 30, 2019 $ 56,975 The following is a schedule of future minimum lease payments under the right of use lease agreements together with the present value of the net minimum lease payments as of June 30, 2019: Total future minimum lease payments $ 63,128 Less present value discount 6,153 Total right of use lease liabilities as of June 30, 2019 56,975 Less current portion due within one year 45,592 Long-term right of use liabilities $ 11,383 Total maturities of lease liabilities as of June 30, 2019 are as follows: Total future minimum lease Present value Right of use payments discount lease liabilities 2020 $ 50,961 $ 5,369 $ 45,592 2021 12,167 784 11,383 $ 63,128 $ 6,153 $ 56,975 |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2019 | |
Common Stock Abstract | |
COMMON STOCK | 12. COMMON STOCK During the six-month period ended June 30, 2019, the Company issued 700,000 shares of its common stock as follows: On March 21, 2019, the Company issued 200,000 shares of its common stock to its Securities Exchange Commission counsel, who elected to take common stock in the Company as partial payment of its legal fees. The total value shares were valued at $0.08 per share on the total value of $16,000. Additionally, on March 29, 2019, the Company issued 500,000 shares of its common stock to an existing shareholder and warrant holder, who elected to exercise his warrants to purchase 500,000 shares of the Company's common stock for $15,000. The warrants were issued during May of 2017 or $0.03 per share. During the six-month period ended June 30, 2018, the Company issued 2,000,000 shares of common stock for a legal settlement. The shares were issued at a value of $0.12 per share or for a total value of $240,000. In addition, the Company issued 1,597,971 shares for the conversion of a promissory note of $50,000 and accrued interest of $1,231. The stock was issued at a value of $0.03 per share. The Company relied on Section 4(a)(1) of the Securities Act of 1933, as amended, as the exemption from registration under the Act. |
Legal Proceedings
Legal Proceedings | 6 Months Ended |
Jun. 30, 2019 | |
Legal Proceedings | |
LEGAL PROCEEDINGS | 13. LEGAL PROCEEDINGS The Company previously reported that the litigation between Rotech Healthcare Inc. and Pharmacy Value Management Solutions, Inc. settled. The Company rejected the draft settlement terms and continues to aggressively defend this litigation. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 14. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events During 2019, the Company renegotiated the Tampa office lease and agreed to a three-year extension of the lease with no increase in payments. Effective July 1, 2019, the Company will adopt ASU 2016-02 “Leases” and will record a right of use asset and lease liability of $272,528 related to the lease. Issuance of debt and warrants Subsequent to the balance sheet date, the Company has issued $671,000 of convertible promissory notes. All of the debt matures in 2020 and has a stated interest rate of 12% and is unsecured. Concurrent with the issuance of the debt, the Company has issued 1,692,000 warrants at an average exercise price of $0.18. At the time of issuance, all warrants had a three to five year term. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates |
Accounts Receivable | Accounts Receivable |
Revenue recognition | Revenue Recognition |
Property and Equipment | Property and Equipment |
Leasehold Improvement | Leasehold Improvement |
Fair Value Measurements | Fair Value Measurements The carrying amounts of long-term debt and estimated fair values of the attached warrants at June 30, 2019 and December 31, 2018 are as follows: June 30, 2019 December 31, 2018 Carrying Estimated Carrying Estimated Amount Fair Value of Attached Warrants Amount Fair value of Attached Warrants Convertible promissory notes $ 11,158,189 $ — $ 10,087,939 $ — Loan payable related party 549,420 — 737,023 — $ 11,707,609 $ — $ 10,824,962 $ — During the six-month period ended June 30, 2019, there have been 25 additional convertible notes totaling $1,070,250. |
Cost of Revenues | Cost of Revenues |
Right of Use Assets and Lease Liabilities | Right of Use Assets and Lease Liabilities |
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 2013 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 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of carrying and estimated fair values of financial instruments | The carrying amounts of long-term debt and estimated fair values of the attached warrants at June 30, 2019 and December 31, 2018 are as follows: June 30, 2019 December 31, 2018 Carrying Estimated Carrying Estimated Amount Fair Value of Attached Warrants Amount Fair Value of Attached Warrants Convertible promissory notes $ 11,158,189 $ — $ 10,087,939 $ — Loan payable related party 549,420 — 737,023 — $ 11,707,609 $ — $ 10,824,962 $ — |
Other Current Assets (Tables)
Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Other Current Assets | |
Schedule of other current assets | Other current assets consists of the following at June 30, 2019 and December 31, 2018: June 30, 2019 December 31, 2018 Due from escrow account $ 1,146,435 $ 472,788 Loans to others 4,000 — Security deposit 3,500 13,500 Capitalized portion of lease 2,380 2,951 Prepaid expenses 50,207 5,248 Miscellaneous receivable 334,539 334,509 Other current asset $ 1,541,061 $ 828,996 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
PROPERTY, PLANT, AND EQUIPMENT | |
Schedule of property and equipment, net | Property and equipment, net, consists of the following at June 30, 2019 and December 31, 2018: June 30, 2019 December 31, 2018 Property and equipment $ 1,549 $ — Less accumulated depreciation (141 ) — Property and equipment - net $ 1,408 $ — |
Leasehold Improvement (Tables)
Leasehold Improvement (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Schedule of leasehold improvement, net | Leasehold improvement, net, consists of the following at June 30, 2019 and December 31, 2018: June 30, 2019 December 31, 2018 Leasehold improvements $ 2,992 $ 2,992 Less accumulated amortization (2,992 ) (2,693 ) Leasehold improvements - net $ — $ 299 |
Related Party and Shareholder_2
Related Party and Shareholder Loans Payable (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of related party notes payable | As of June 30, 2019 and December 31, 2018, there are the following related party notes payable: June 30, 2019 December 31, 2018 Related party loans payable $ 549,420 $ 737,023 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Notes Payable [Abstract] | |
Schedule of notes payable | As of June 30, 2019, and December 31, 2018, the balance was as follows: June 30, 2019 December 31, 2018 Notes payable $ 11,158,189 $ 10,087,939 |
Schedule of break-out of debt | Break-out of debt between the parent company and our subsidiary PVMS is as follows: June 30, 2019 December 31, 2018 Advanzeon parent $ 5,010,016 $ 5,010,016 PVMS 6,148,173 5,077,923 $ 11,158,189 $ 10,087,939 |
Schedule of notes issued | At PVMS, the total of notes issued year-to-date and their dollar values were as follows: June 30, 2019 December 31, 2018 Number of notes issued 25 31 Dollar value $ 1,070,250 $ 1,751,923 |
Contingent Liability (Tables)
Contingent Liability (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Contingent Liability | |
Schedule of contingent liability | As of June 30, 2019 and December 31, 2018, the balance of this indebtedness is as follows: June 30, 2019 December 31, 2018 Disputed note payable $ 450,000 $ 450,000 Disputed interest payable 171,247 171,247 Pending attorney fees 21,412 21,412 Total contingent liability $ 642,659 $ 642,659 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Other Accrued Liabilities | |
Schedule of other accrued liabilities | As of June 30, 2019 and December 31, 2018, the balance of other accrued liabilities is as follows: June 30, 2019 December 31, 2018 Management compensation $ 8,873,802 $ 8,873,802 Accrued interest non-related party 5,473,136 4,809,644 Board of Director fees 975,000 900,000 State fees 24,850 21,000 Payroll liabilities 5,140 2,927 Accrued wages and related 5,200 7,399 Total other accrued debt $ 15,357,128 $ 14,614,772 |
Right of Use Assets (Tables)
Right of Use Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Schedule of right of use assets associated with future operating leases | As of June 30, 2019, the right of use assets associated with future operating leases are as follows: Total present value of right to use assets under lease agreements $ 119,640 Amortization of right of use assets (62,665 ) Total right of use assets as of June 30, 2019 $ 56,975 |
Right of Use Lease Liabilities
Right of Use Lease Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Schedule of lease liabilities associated with future payments due under the leases | As of June 30, 2019, the lease liabilities associated with future payments due under the leases are as follows: Total present value of future lease payments $ 119,640 Principal payments made as of the quarter ended June 30, 2019 (62,665 ) Total right of use lease liabilities as of June 30, 2019 $ 56,975 |
Schedule of future minimum lease payments under the right of use lease agreements | he following is a schedule of future minimum lease payments under the right of use lease agreements together with the present value of the net minimum lease payments as of June 30, 2019: Total future minimum lease payments $ 63,128 Less present value discount 6,153 Total right of use lease liabilities as of June 30, 2019 56,975 Less current portion due within one year 45,592 Long-term right of use liabilities $ 11,383 |
Schedule of maturities of lease liabilities | Total maturities of lease liabilities as of June 30, 2019 are as follows: Total future minimum lease Present value Right of use payments discount lease liabilities 2020 $ 50,961 $ 5,369 $ 45,592 2021 12,167 784 11,383 $ 63,128 $ 6,153 $ 56,975 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Schedule of carrying and estimated fair values of financial instruments | ||
Carrying Amount | $ 11,707,609 | $ 10,824,962 |
Estimated Fair Value of Attached Warrants | ||
Convertible Promissory Notes [Member] | ||
Schedule of carrying and estimated fair values of financial instruments | ||
Carrying Amount | 11,158,189 | 10,087,939 |
Estimated Fair Value of Attached Warrants | ||
Loans Payable Related Party [Member] | ||
Schedule of carrying and estimated fair values of financial instruments | ||
Carrying Amount | 549,420 | 737,023 |
Estimated Fair Value of Attached Warrants |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) | 6 Months Ended |
Jun. 30, 2019USD ($)Number | |
Convertible notes | $ | $ 1,070,250 |
Number of additional notes | Number | 25 |
Minimum [Member] | Leasehold Improvements [Member] | |
Useful Life | 2 years |
Minimum [Member] | Property and equipment [Member] | |
Useful Life | 2 years |
Maximum [Member] | Leasehold Improvements [Member] | |
Useful Life | 12 years |
Maximum [Member] | Property and equipment [Member] | |
Useful Life | 12 years |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Other Current Assets | ||
Due from escrow account | $ 1,146,435 | $ 472,788 |
Loans to others | 4,000 | |
Security deposit | 3,500 | 13,500 |
Capitalized portion of lease | 2,380 | 2,951 |
Prepaid expenses | 50,207 | 5,248 |
Miscellaneous receivable | 334,539 | 334,509 |
Other current asset | $ 1,541,061 | $ 828,996 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
PROPERTY, PLANT, AND EQUIPMENT | ||
Property and equipment | $ 1,549 | |
Less accumulated depreciation | (141) | |
Property and equipment - net | $ 1,408 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
PROPERTY, PLANT, AND EQUIPMENT | ||
Depreciation expense | $ 141 | $ 0 |
Leasehold Improvement (Details)
Leasehold Improvement (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Leasehold improvement | $ 299 | |
Leasehold Improvements [Member] | ||
Leasehold improvement | 2,992 | 2,992 |
Less accumulated amortization | (2,992) | (2,693) |
Leasehold improvement - net | $ 299 |
Leasehold Improvement (Details
Leasehold Improvement (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Leases [Abstract] | ||
Amortization expense | $ 299 | $ 300 |
Related Party and Shareholder_3
Related Party and Shareholder Loans Payable (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Related Party Transactions [Abstract] | ||
Related party loans payable | $ 549,420 | $ 737,023 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Notes Payable [Abstract] | ||
Notes payable | $ 11,158,189 | $ 10,087,939 |
Notes Payable (Details 1)
Notes Payable (Details 1) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Notes payable | $ 11,158,189 | $ 10,087,939 |
Advanzeon Parent [Member] | ||
Notes payable | 5,010,016 | 5,010,016 |
Pharmacy Value Management Solutions Inc.[Member] | ||
Notes payable | $ 6,148,173 | $ 5,077,923 |
Notes Payable (Details 2)
Notes Payable (Details 2) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Number of notes issued | 25 | |
Pharmacy Value Management Solutions Inc.[Member] | ||
Number of notes issued | 25 | 31 |
Dollar value | $ 1,070,250 | $ 1,751,923 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | 6 Months Ended | |
Jun. 30, 2019USD ($)Number | Dec. 31, 2018USD ($) | |
Maturity date | One-year | |
Description of interest rate | All debt issued has a stated interest rate of 12% per year. | |
Number of additional notes | Number | 25 | |
Short Term One Note [Member] | ||
Stated interest rate | 12.00% | |
Number of additional notes | Number | 25 | |
Debt converted into stock | $ | $ 1,070,250 | |
Convertible note payable | $ | $ 50,000 |
Contingent Liability (Details)
Contingent Liability (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Contingent Liability | ||
Disputed note payable | $ 450,000 | $ 450,000 |
Disputed interest payable | 171,247 | 171,247 |
Pending attorney fees | 21,412 | 21,412 |
Total contingent liability | $ 642,659 | $ 642,659 |
Contingent Liability (Details N
Contingent Liability (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Disputed interest payable | $ 171,247 | $ 171,247 |
Attorney fees | 21,412 | $ 21,412 |
Son of Former Note Holder [Member] | ||
Contingent liability | 450,000 | |
Disputed interest payable | 171,247 | |
Attorney fees | $ 21,412 |
Other Accrued Liabilities (Deta
Other Accrued Liabilities (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Other Accrued Liabilities | ||
Management compensation | $ 8,873,802 | $ 8,873,802 |
Accrued interest non-related party | 5,473,136 | 4,809,644 |
Board of Director fees | 975,000 | 900,000 |
State fees | 24,850 | 21,000 |
Payroll liabilities | 5,140 | 2,927 |
Accrued wages and related | 5,200 | 7,399 |
Total other accrued debt | $ 15,357,128 | $ 14,614,772 |
Right of Use Assets (Details)
Right of Use Assets (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Notes to Financial Statements | ||
Total present value of right of use assets under lease agreements | $ 119,640 | |
Amortization of right of use assets | (62,665) | |
Total right of use assets as of June 30, 2019 | $ 56,975 |
Right of Use Assets (Details Na
Right of Use Assets (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Lease, description | The Company entered into one lease for office space and one automobile lease prior to the quarter ended June 30, 2019 that are classified as right of use assets and lease liabilities. The lease for the Company?s office space expires April 2020. The lease for the automobile expires in June 2021. As the implicit interest rate is not readily indentifiable in the leases, the Company calculated the present a value of the leases using the average commercial real estate interest rate of 5.50% at the commencement of the office leases and the interest of 2.99% for the automobile lease. Applying the commercial rate, the Company calculated the present value of $87,445 for the office lease and $32,195 for the automobile leasing, that is being amortized over the life of the leases. | |
Present value of lease | $ 87,445 | |
Total amortization expenses | 25,579 | $ 0 |
Automobiles [Member] | ||
Present value of lease | $ 32,195 | |
Interest rate | 2.99% | |
Office [Member] | ||
Interest rate | 5.50% |
Right of Use Lease Liabilitie_2
Right of Use Lease Liabilities (Details) | Jun. 30, 2019USD ($) |
Notes to Financial Statements | |
Total present value of future lease payments | $ 119,640 |
Principal payments made as of the quarter ended June 30, 2019 | (62,665) |
Total right of use lease liabilities as of June 30, 2019 | $ 56,975 |
Right of Use Lease Liabilitie_3
Right of Use Lease Liabilities (Details 1) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Notes to Financial Statements | ||
Total future minimum lease payments | $ 63,128 | |
Less present value discount | 6,153 | |
Total right of use lease liabilities as of June 30, 2018 | 56,975 | |
Less current portion due within one year | 45,592 | $ 53,634 |
Long-term right of use liabilities | $ 11,383 | $ 28,920 |
Right of Use Lease Liabilitie_4
Right of Use Lease Liabilities (Details 2) | Jun. 30, 2019USD ($) |
Total future minimum lease payments | $ 63,128 |
Present value discount | 6,153 |
Right of use lease liabilities | 56,975 |
One Year [Member] | |
Total future minimum lease payments | 50,961 |
Present value discount | 5,369 |
Right of use lease liabilities | 45,592 |
Two Year [Member] | |
Total future minimum lease payments | 12,167 |
Present value discount | 784 |
Right of use lease liabilities | $ 11,383 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Mar. 29, 2019 | Mar. 21, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | May 31, 2017 | |
Number of shares issued | 25 | ||||
Share price | $ 0.08 | $ 0.12 | |||
Stock issued for partial payment of legal fees, value | $ 16,000 | ||||
Warrants to purchase shares | 500,000 | ||||
Value of common stock issued | $ 15,000 | ||||
Warrants issued price | $ 0.03 | ||||
Number of shares issued for legal settlement | 2,000,000 | ||||
Stock issued for settlement of accounting services, value | $ 16,000 | $ 240,000 | |||
Number of shares issued in debt conversion (in shares) | 1,597,971 | ||||
Accrued interest | $ 1,231 | ||||
Number of shares issued in debt conversion (in dollars per shares) | $ 50,000 | ||||
Common Stock [Member] | |||||
Number of shares issued | 500,000 | 200,000 | 700,000 | ||
Number of shares issued for legal settlement | 200,000 | ||||
Stock issued for settlement of accounting services, value | $ 2,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jul. 01, 2019 | Jun. 30, 2019 |
Warrant [Member] | ||
Number of warrant issued | 1,692,000 | |
Exercise price of warrants (in dollars per share) | $ 0.17 | |
Warrant [Member] | Minimum [Member] | ||
Warrant term | 3 years | |
Warrant [Member] | Maximum [Member] | ||
Warrant term | 5 years | |
Convertible-promissory notes [Member] | ||
Face amount | $ 671,000 | |
Maturity date | All of the debt matures in 2020 | |
Interest rate | 12.00% | |
Scenario, Forecast [Member] | ||
Right of use asset and lease liability | $ 272,528 |