Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 19, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Advanzeon Solutions, Inc. | |
Entity Central Index Key | 0000022872 | |
Amendment Flag | true | |
Amendment Description | The purpose of this amendment to Advanzion Solutions, Inc. Quarterly Report on Form 10-Q for the three month period ended March 31, 2020, is to include the last two fiscal years in the Consolidated Statement of Stockholder’s Deficiency and to have our Chief Financial Officer sign the certification in Exhibits 31.2 and 32.2. No other changes have been made to the Form 10-Q. This amendment to the Form 10-Q is presented as of the filing date of the Form 10-Q/A to the Form 10-Q and does not change and does not modify or update in any way the disclosure made in the Form 10-Q. Pursuant to Rule 12-15 promulgated under the Securities and Exchange Act of 1934, as amended, this Form 10-Q/A includes new certifications by our principal executive officer and our principal financial officer. | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q/A | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 | |
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 | 71,661,656 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | ||
Cash | $ 14,874 | $ 69,327 |
Accounts receivable | 47,340 | 29,769 |
Current portion of right of use asset | 94,410 | 113,911 |
Other current assets | 667,082 | 826,597 |
Total current assets | 823,706 | 1,039,604 |
PROPERTY, PLANT, AND EQUIPMENT | ||
Property and equipment, net | 5,995 | 1,239 |
Total property, plant, and equipment | 5,995 | 1,239 |
RIGHT OF USE ASSET, NET OF CURRENT PORTION | 121,322 | 146,880 |
TOTAL ASSETS | 951,023 | 1,187,723 |
CURRENT LIABILITIES | ||
Related party loans payable | 257,729 | 342,670 |
Account payable | 309,003 | 99,441 |
Debt | 12,534,189 | 12,352,189 |
Contingent liability | 642,659 | 642,659 |
Current portion of lease liability | 94,410 | 113,911 |
Other accrued expenses | 16,321,871 | 15,891,787 |
Total current liabilities | 30,159,861 | 29,442,657 |
LEASE LIABILITY, NET OF CURRENT PORTION | 121,322 | 146,880 |
TOTAL LIABILITIES | 30,281,183 | 29,589,537 |
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 Septmeber 30, 2019 and December 31, 2018 | 716,617 | 716,617 |
Additional paid in capital | 28,719,246 | 28,719,246 |
Accumulated deficit | (58,766,033) | (57,837,687) |
Total stockholders' deficiency | (29,330,160) | (28,401,814) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | 951,023 | 1,187,723 |
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 | Mar. 31, 2020 | Dec. 31, 2019 |
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 | 71,661,656 | 71,661,656 |
Common stock, outstanding | 71,661,656 | 71,661,656 |
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 | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues: | ||
Obstructive sleep apnea (OSA) | $ 127,548 | $ 67,923 |
Total revenues | 127,548 | 67,923 |
Costs and expenses: | ||
Costs of revenues | 64,909 | 41,660 |
General and administrative | 596,065 | 425,804 |
Depreciation and amortization | 311 | 205 |
Total costs and expenses | 661,285 | 467,669 |
Loss from operations | (533,737) | (399,746) |
Other income (expense): | ||
Interest expense | (394,629) | (328,015) |
Interest income | 20 | |
Total other income (expense) | (394,609) | (328,015) |
Income taxes | ||
Net loss | $ (928,346) | $ (727,761) |
PER SHARE INFORMATION | ||
Net Loss Per Common Share | $ (0.01) | $ (0.01) |
Weighted Average Number of Common Shares Outstanding | 71,661,656 | 69,690,545 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficiency Equity (Unaudited) - 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 (in shares) | 200,000 | ||||
Sale of stock | $ 5,000 | 10,000 | 15,000 | ||
Sale of stock, shares | 500,000 | ||||
Net loss | (727,761) | (727,761) | |||
Balance at Mar. 31, 2019 | $ 10 | $ 673,617 | 28,036,007 | (55,309,634) | (26,600,000) |
Balance, shares at Mar. 31, 2019 | 10,434 | 67,361,656 | |||
Stock Issued for Services | |||||
Stock Issued for Services (in shares) | |||||
Sale of stock | |||||
Sale of stock, shares | |||||
Net loss | (614,990) | (614,990) | |||
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 | |||
Stock Issued for Services | |||||
Stock Issued for Services (in shares) | |||||
Sale of stock | |||||
Sale of stock, shares | |||||
Net loss | (747,801) | (747,801) | |||
Balance at Sep. 30, 2019 | $ 10 | $ 673,617 | 28,036,007 | (56,672,425) | (27,962,791) |
Balance, shares at Sep. 30, 2019 | 10,434 | 67,361,656 | |||
Stock Issued for Services | $ 43,000 | 430,000 | 473,000 | ||
Stock Issued for Services (in shares) | 4,300,000 | ||||
Sale of warrants | 253,239 | 253,239 | |||
Sale of stock | |||||
Net loss | (1,165,262) | (1,165,262) | |||
Balance at Dec. 31, 2019 | $ 10 | $ 716,617 | 28,719,246 | (57,837,687) | (28,401,814) |
Balance, shares at Dec. 31, 2019 | 10,434 | 71,661,656 | |||
Stock Issued for Services | |||||
Sale of warrants | |||||
Sale of stock | |||||
Net loss | (928,346) | (928,346) | |||
Balance at Mar. 31, 2020 | $ 10 | $ 716,617 | $ 28,719,246 | $ (58,766,033) | $ (29,330,160) |
Balance, shares at Mar. 31, 2020 | 10,434 | 71,661,656 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |||
Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | $ (928,346) | $ (1,165,262) | $ (614,990) | $ (727,761) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 311 | 205 | ||
Stock issued for services | 16,000 | |||
Amortization of right of use assets | 45,059 | 12,087 | ||
Net changes in assets and liabilities: | ||||
Accounts receivable | (17,571) | 3,251 | ||
Other current assets | 159,515 | (172,296) | ||
Payments on lease liabilities | (45,059) | (12,087) | ||
Accounts payable | 124,621 | 138,528 | ||
Other accrued expenses | 430,084 | 363,948 | ||
Net cash used in operating activities | (231,386) | (378,125) | ||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Purchase of property, plant, and equipment | (5,067) | (1,549) | ||
Net cash used in investing activities | (5,067) | (1,549) | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from promissory notes | 182,000 | 355,000 | ||
Sale of stock | 15,000 | |||
Net cash provided by financing activities | 182,000 | 370,000 | ||
Net increase in cash | (54,453) | (9,674) | ||
CASH - Beginning of Year | 69,327 | $ 15,362 | 25,036 | |
CASH - END OF PERIOD | 14,874 | $ 69,327 | 15,362 | |
Supplemental disclosures of cash flow information: | ||||
Cash paid during the period for: Interest | ||||
Cash paid during the period for: Income taxes | ||||
Recording of right of use assets under lease agreements (ASU 2016-02) | $ 119,640 |
Description of The Company's Bu
Description of The Company's Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
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, 2019, the changes therein for the three month periods then ended and the results of operations for the three month periods ended March 31, 2020 and 2019. 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 year ended December 31, 2019, filed April 9, 2020. The results of operations for the three month periods ended March 31, 2020 and 2019 are not necessarily indicative of operating results for the full year. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
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.,(“PVMS”) 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 March 31, 2020 and December 31, 2019 are as follows: March 31, 2020 December 31, 2019 Estimated Estimated Fair Value of Fair Value of Carrying Attached Carrying Attached Amount Warrants Amount Warrants Convertible promissory notes $ 7,746,173 $ - $ 7,564,173 $ - Short term notes payable 4,788,016 - 4,788,016 - Loan payable related party 257,729 - 342,670 - $ 12,791,918 $ - $ 12,694,859 $ - During the three month period ended March 31, 2020, there have been 4 additional convertible notes issued totaling $182,000. 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 2017 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 | 3 Months Ended |
Mar. 31, 2020 | |
Other Current Assets | |
OTHER CURRENT ASSETS | 3. OTHER CURRENT ASSETS Other current assets consists of the following at March 31, 2020 and December 31, 2019: March 31, December 31, Loans to others $ 34,406 $ 42,676 Security and lease deposits 3,500 3,500 Capitalized portion of lease 1,523 1,808 Prepaid expenses 301,319 452,953 Miscellaneous receivable 326,334 325,660 Other current asset $ 667,082 $ 826,597 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2020 | |
PROPERTY, PLANT, AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | 4. PROPERTY AND EQUIPMENT Property and equipment, net, consists of the following at March 31, 2020 and December 31, 2019: March 31, December 31, Property and equipment $ 6,616 $ 1,549 Less accumulated depreciation (621 ) (310 ) Property and equipment - net $ 5,995 $ 1,239 Depreciation expense for the three month periods ended March 31, 2020 and 2019 is $311 and $56, respectively. A laptop was acquired in January of 2020. |
Leasehold Improvement
Leasehold Improvement | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
LEASEHOLD IMPROVEMENT | 5. LEASEHOLD IMPROVEMENT Leasehold improvement, net, consists of the following at March 31, 2020 and December 31, 2019: March 31, December 31, Leasehold improvements $ 2,992 $ 2,992 Less accumulated amortization (2,992 ) (2,992 ) Leasehold improvements - net $ - $ - Amortization expense for the three month periods ended March 31, 2020 and 2019 is $0 and $149, respectively. |
Related Party Loans Payable
Related Party Loans Payable | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY LOANS PAYABLE | 6. RELATED PARTY 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 March 31, 2020 and December 31, 2019, there are the following related party notes payable: March 31, December 31, Related party loans payable $ 257,729 $ 342,670 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2020 | |
Notes Payable [Abstract] | |
Debt | 7. DEBT As of March 31, 2020 and December 31, 2019, the balance was as follows: March 31, December 31, Notes payable $ 12,534,189 $ 12,352,189 During the three month period ended March 31, 2020, there have been 4 additional convertible-promissory notes totaling $182,000. Break-out of debt between the parent company and our subsidiary PVMS is as follows: March 31, December 31, Advanzeon parent $ 5,010,016 $ 5,010,016 PVMS 7,524,173 7,342,173 $ 12,534,189 $ 12,352,189 At PVMS, the total of notes issued year-to-date and their dollar values were as follows: March 31, December 31, Number of notes issued 4 51 Dollar value $ 182,000 $ 2,289,250 All debt is short-term in nature, one-year maturity date. All debt issued has a stated interest rate of 12% per year. |
Contingent Liability
Contingent Liability | 3 Months Ended |
Mar. 31, 2020 | |
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 is anticipated to 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 referenced 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 March 31, 2020 and December 31, 2019, the balance of this indebtedness is as follows: March 31, December 31, 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 | 3 Months Ended |
Mar. 31, 2020 | |
Other Accrued Liabilities | |
OTHER ACCRUED LIABILITIES | 9. OTHER ACCRUED LIABILITIES As of March 31, 2020 and December 31, 2019, the balance of other accrued liabilities is as follows: March 31, December 31, Management compensation $ 8,873,802 $ 8,873,802 Accrued interest non-related party 6,347,826 5,956,368 Board of Director fees 1,087,500 1,050,000 State fees - 2,800 Payroll liabilities 3,803 - Other accrued liabilities 8,940 8,817 Total other accrued debt $ 16,321,871 $ 15,891,787 |
Right of Use Assets
Right of Use Assets | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
RIGHT OF USE ASSETS | 10. RIGHT OF USE ASSETS The Company entered into two leases for office space and one automobile lease that are classified as right of use assets and lease liabilities. The lease for the Company’s office spaces expire in April 2020 and June 2022. The lease for the automobile expires in June 2021. As the implicit interest rate is not readily identifiable in the leases, the Company calculated the present 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 rate of 2.99% for the automobile lease. Applying the commercial rate, the Company calculated the present value of $294,203 for the office leases and $29,037 for the automobile leasing, that are being amortized over the life of the leases. As of March 31, 2020, the right of use assets associated with future operating leases are as follows: Total present value of right of use assets under lease agreements $ 323,240 Amortization of right of use assets (107,508 ) Total right of use assets as of March 31, 2020 $ 215,732 Total amortization expense related to the right of use assets under the lease agreements was $45,059 and $12,087 for the three month periods ended March 31, 2020 and 2019, respectively. |
Right of Use Lease Liabilities
Right of Use Lease Liabilities | 3 Months Ended |
Mar. 31, 2020 | |
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 and automobile lease that are classified as right of use assets and lease liabilities. As of March 31, 2020, the lease liabilities associated with future payments due under the leases are as follows: Total present value of future lease payments $ 323,240 Principal payments made as of the quarter ended March 31, 2020 (107,508 ) Total right of use lease liabilities as of March 31, 2020 $ 215,732 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 March 31, 2020: Total future minimum lease payments $ 229,376 Less present value discount 13,644 Total right of use lease liabilities as of March 31, 2020 215,732 Less current portion due within one year 94,410 Long-term right of use liabilities $ 121,322 Total maturities of lease liabilities as of March 31, 2020 are as follows: Total future minimum lease Present value Right of use payments discount lease liabilities 2020 $ 103,639 $ 9,229 $ 94,410 2021 101,095 4,191 96,904 2022 24,642 224 24,418 $ 229,376 $ 13,644 $ 215,732 |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2020 | |
Common Stock Abstract | |
COMMON STOCK | 12. COMMON STOCK During the three month period ended March 31, 2020, the Company has not issued any shares. During the three month period ended March 31, 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 for $0.03 per share. |
Legal Proceedings
Legal Proceedings | 3 Months Ended |
Mar. 31, 2020 | |
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. Except as disclosed above and in Item 1, all of the legal proceedings for the three month period ended March 31, 2020, are disclosed in our annual report on Form10-K for the year ended December 31, 2019, filed on April 9, 2020. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 14. 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 $109,180 of convertible-promissory notes. All of the debt matures in 2021 and has a stated interest rate of 10% and is unsecured. Concurrent with the issuance of debt, the Company has issued 196,058 warrants at an average exercise price of $0.23 At the time of issuance, all warrants had a three or five year term. On April 27, 2020, the Company filed a report on Form 8-K regarding our entry into a material definitive agreement and the creation of a direct financial obligation which report is hereby incorporated herein by reference. Agreements On May 13, 2020, we entered into an Exchange Agreement (the “Agreement”) with certain holders of our 10% Senior Debt Due April 15, 2012 (collectively, the “Noteholders”). The Agreement provides that the Noteholders with Notes, totaling $2,916,869 of principal and accrued but unpaid interest, exchange their Notes for 14,584,350 shares of the Company’s Common Stock and 5,121,105 Common Stock purchase warrants. The exchange rate was $0.20 per share, which was the market price of the Common Stock as of April 21, 2020. The warrants are for a term of five years and the exercise price is $0.25 per share. The Agreement further provides that the Noteholders lock-up their acquired shares until the earlier of (a) one year from the date of the Agreement, or (b) the average daily trading volume of the Company’s Common Stock is no less than 500,000 shares for 30 consecutive trading days (collectively, the “Lock-up Period”). Following the Lock-up Period and for a period of 18 months from the date of the Agreement, if the Noteholders intend to sell more than 200,000 shares on any single trading day, the Noteholders shall give the Company prior notice of the amount of shares they intend to sell and the Company shall have a right to purchase all, but not less than all, of the offered shares at the closing bid price of the Common Stock on the date of the notice. The Agreement is in further implementation of the Company’s strategy to position the Company for the relisting of its securities on a national stock exchange such as the New York Exchange, the American Exchange or NASDAQ. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 and December 31, 2019 are as follows: March 31, 2020 December 31, 2019 Estimated Estimated Fair Value of Fair Value of Carrying Attached Carrying Attached Amount Warrants Amount Warrants Convertible promissory notes $ 7,746,173 $ - $ 7,564,173 $ - Short term notes payable 4,788,016 - 4,788,016 - Loan payable related party 257,729 - 342,670 - $ 12,791,918 $ - $ 12,694,859 $ - During the three month period ended March 31, 2020, there have been 4 additional convertible notes issued totaling $182,000. |
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 2017 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) | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 and December 31, 2019 are as follows: March 31, 2020 December 31, 2019 Estimated Estimated Fair Value of Fair Value of Carrying Attached Carrying Attached Amount Warrants Amount Warrants Convertible promissory notes $ 7,746,173 $ - $ 7,564,173 $ - Short term notes payable 4,788,016 - 4,788,016 - Loan payable related party 257,729 - 342,670 - $ 12,791,918 $ - $ 12,694,859 $ - |
Other Current Assets (Tables)
Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Other Current Assets | |
Schedule of other current assets | Other current assets consists of the following at March 31, 2020 and December 31, 2019: March 31, December 31, Loans to others $ 34,406 $ 42,676 Security and lease deposits 3,500 3,500 Capitalized portion of lease 1,523 1,808 Prepaid expenses 301,319 452,953 Miscellaneous receivable 326,334 325,660 Other current asset $ 667,082 $ 826,597 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
PROPERTY, PLANT, AND EQUIPMENT | |
Schedule of property and equipment, net | Property and equipment, net, consists of the following at March 31, 2020 and December 31, 2019: March 31, December 31, Property and equipment $ 6,616 $ 1,549 Less accumulated depreciation (621 ) (310 ) Property and equipment - net $ 5,995 $ 1,239 |
Leasehold Improvement (Tables)
Leasehold Improvement (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule of leasehold improvement, net | Leasehold improvement, net, consists of the following at March 31, 2020 and December 31, 2019: March 31, December 31, Leasehold improvements $ 2,992 $ 2,992 Less accumulated amortization (2,992 ) (2,992 ) Leasehold improvements - net $ - $ - |
Related Party Loans Payable (Ta
Related Party Loans Payable (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of related party notes payable | As of March 31, 2020 and December 31, 2019, there are the following related party notes payable: March 31, December 31, Related party loans payable $ 257,729 $ 342,670 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes Payable [Abstract] | |
Schedule of notes payable | As of March 31, 2020 and December 31, 2019, the balance was as follows: March 31, December 31, Notes payable $ 12,534,189 $ 12,352,189 |
Schedule of break-out of debt | Break-out of debt between the parent company and our subsidiary PVMS is as follows: March 31, December 31, Advanzeon parent $ 5,010,016 $ 5,010,016 PVMS 7,524,173 7,342,173 $ 12,534,189 $ 12,352,189 |
Schedule of notes issued | At PVMS, the total of notes issued year-to-date and their dollar values were as follows: March 31, December 31, Number of notes issued 4 51 Dollar value $ 182,000 $ 2,289,250 |
Contingent Liability (Tables)
Contingent Liability (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Contingent Liability | |
Schedule of contingent liability | As of March 31, 2020 and December 31, 2019, the balance of this indebtedness is as follows: March 31, December 31, 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) | 3 Months Ended |
Mar. 31, 2020 | |
Other Accrued Liabilities | |
Schedule of other accrued liabilities | As of March 31, 2020 and December 31, 2019, the balance of other accrued liabilities is as follows: March 31, December 31, Management compensation $ 8,873,802 $ 8,873,802 Accrued interest non-related party 6,347,826 5,956,368 Board of Director fees 1,087,500 1,050,000 State fees - 2,800 Payroll liabilities 3,803 - Other accrued liabilities 8,940 8,817 Total other accrued debt $ 16,321,871 $ 15,891,787 |
Right of Use Assets (Tables)
Right of Use Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Schedule of right of use assets associated with future operating leases | As of March 31, 2020, the right of use assets associated with future operating leases are as follows: Total present value of right of use assets under lease agreements $ 323,240 Amortization of right of use assets (107,508 ) Total right of use assets as of March 31, 2020 $ 215,732 |
Right of Use Lease Liabilities
Right of Use Lease Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Schedule of lease liabilities associated with future payments due under the leases | As of March 31, 2020, the lease liabilities associated with future payments due under the leases are as follows: Total present value of future lease payments $ 323,240 Principal payments made as of the quarter ended March 31, 2020 (107,508 ) Total right of use lease liabilities as of March 31, 2020 $ 215,732 |
Schedule of future minimum lease payments under the right of use lease agreements | 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 March 31, 2020: Total future minimum lease payments $ 229,376 Less present value discount 13,644 Total right of use lease liabilities as of March 31, 2020 215,732 Less current portion due within one year 94,410 Long-term right of use liabilities $ 121,322 |
Schedule of maturities of lease liabilities | Total maturities of lease liabilities as of March 31, 2020 are as follows: Total future minimum lease Present value Right of use payments discount lease liabilities 2020 $ 103,639 $ 9,229 $ 94,410 2021 101,095 4,191 96,904 2022 24,642 224 24,418 $ 229,376 $ 13,644 $ 215,732 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Schedule of carrying and estimated fair values of financial instruments | ||
Carrying Amount | $ 12,791,918 | $ 12,694,859 |
Estimated Fair Value of Attached Warrants | ||
Convertible Promissory Notes [Member] | ||
Schedule of carrying and estimated fair values of financial instruments | ||
Carrying Amount | 7,746,173 | 7,564,173 |
Estimated Fair Value of Attached Warrants | ||
Short Term Notes Payable [Member] | ||
Schedule of carrying and estimated fair values of financial instruments | ||
Carrying Amount | 4,788,016 | 4,788,016 |
Estimated Fair Value of Attached Warrants | ||
Loans Payable Related Party [Member] | ||
Schedule of carrying and estimated fair values of financial instruments | ||
Carrying Amount | 257,729 | 342,670 |
Estimated Fair Value of Attached Warrants |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended |
Mar. 31, 2020USD ($)Number | |
Convertible notes | $ | $ 182,000 |
Short Term One Note [Member] | |
Number of additional notes | Number | 4 |
Property and equipment [Member] | Minimum [Member] | |
Useful Life | 2 years |
Property and equipment [Member] | Maximum [Member] | |
Useful Life | 12 years |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Other Current Assets | ||
Loans to others | $ 34,406 | $ 42,676 |
Security deposit | 3,500 | 3,500 |
Capitalized portion of lease | 1,523 | 1,808 |
Prepaid expenses | 301,319 | 452,953 |
Miscellaneous receivable | 326,334 | 325,660 |
Other current asset | $ 667,082 | $ 826,597 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
PROPERTY, PLANT, AND EQUIPMENT | ||
Property and equipment | $ 6,616 | $ 1,549 |
Less accumulated depreciation | (621) | (310) |
Property and equipment - net | $ 5,995 | $ 1,239 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
PROPERTY, PLANT, AND EQUIPMENT | ||
Depreciation expense | $ 311 | $ 56 |
Leasehold Improvement (Details)
Leasehold Improvement (Details) - Leasehold Improvements [Member] - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Leasehold improvement | $ 2,992 | $ 2,992 |
Less accumulated amortization | (2,992) | (2,992) |
Leasehold improvement - net |
Leasehold Improvement (Details
Leasehold Improvement (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Amortization expense | $ 0 | $ 149 |
Related Party Loans Payable (De
Related Party Loans Payable (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Related Party Transactions [Abstract] | ||
Related party loans payable | $ 257,729 | $ 342,670 |
Debt (Details)
Debt (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Notes Payable [Abstract] | ||
Notes payable | $ 12,534,189 | $ 12,352,189 |
Debt (Details 1)
Debt (Details 1) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Notes payable | $ 12,534,189 | $ 12,352,189 |
Advanzeon Parent [Member] | ||
Notes payable | 5,010,016 | 5,010,016 |
Pharmacy Value Management Solutions Inc.[Member] | ||
Notes payable | $ 7,524,173 | $ 7,342,173 |
Debt (Details 2)
Debt (Details 2) - Pharmacy Value Management Solutions Inc.[Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Number of notes issued | 4 | 51 |
Dollar value | $ 182,000 | $ 2,289,250 |
Debt (Details Narrative)
Debt (Details Narrative) | 3 Months Ended |
Mar. 31, 2020USD ($)Number | |
Maturity date | One-year |
Description of interest rate | All debt issued has a stated interest rate of 12% per year. |
Short Term One Note [Member] | |
Stated interest rate | 12.00% |
Number of additional notes | Number | 4 |
Debt converted into stock | $ | $ 182,000 |
Contingent Liability (Details)
Contingent Liability (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
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 ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
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 ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Other Accrued Liabilities | ||
Management compensation | $ 8,873,802 | $ 8,873,802 |
Accrued interest non-related party | 6,347,826 | 5,956,368 |
Board of Director fees | 1,087,500 | 1,050,000 |
State fees | 0 | 2,800 |
Payroll liabilities | 3,803 | 0 |
Accrued wages and related | 8,940 | 8,817 |
Total other accrued debt | $ 16,321,871 | $ 15,891,787 |
Right of Use Assets (Details)
Right of Use Assets (Details) | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Right Of Use Assets | |
Total present value of right of use assets under lease agreements | $ 323,240 |
Amortization of right of use assets | (107,508) |
Total right of use assets | $ 215,732 |
Right of Use Assets (Details Na
Right of Use Assets (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Lease, description | The Company entered into two leases for office space and one automobile lease prior to the end of the quarter ended March 31, 2020 that are classified as right of use assets and lease liabilities. The lease for the Company’s office spaces expire in April 2020 and June 2022. The lease for the automobile expires in June 2021. As the implicit interest rate is not readily identifiable 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 $294,203 for the office leases and $29,037 for the automobile leasing, that are being amortized over the life of the leases. | |
Total amortization expenses | $ 45,059 | $ 12,087 |
Automobiles [Member] | ||
Present value of lease | $ 29,037 | |
Interest rate | 2.99% | |
Office [Member] | ||
Present value of lease | $ 294,203 | |
Interest rate | 5.50% |
Right of Use Lease Liabilitie_2
Right of Use Lease Liabilities (Details) | Mar. 31, 2020USD ($) |
Right Of Use Lease Liabilities | |
Total present value of future lease payments | $ 323,240 |
Principal payments made | (107,508) |
Total right of use lease liabilities | $ 215,732 |
Right of Use Lease Liabilitie_3
Right of Use Lease Liabilities (Details 1) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Right Of Use Lease Liabilities | ||
Total future minimum lease payments | $ 229,376 | |
Less present value discount | 13,644 | |
Total right of use lease liabilities | 215,732 | |
Less current portion due within one year | 94,410 | $ 113,911 |
Long-term right of use liabilities | $ 121,322 | $ 146,880 |
Right of Use Lease Liabilitie_4
Right of Use Lease Liabilities (Details 2) | Mar. 31, 2020USD ($) |
Total future minimum lease payments | $ 229,376 |
Present value discount | 13,644 |
Right of use lease liabilities | 215,732 |
2020 [Member] | |
Total future minimum lease payments | 103,639 |
Present value discount | 9,229 |
Right of use lease liabilities | 94,410 |
2021 [Member] | |
Total future minimum lease payments | 101,095 |
Present value discount | 4,191 |
Right of use lease liabilities | 96,904 |
2022 [Member] | |
Total future minimum lease payments | 24,642 |
Present value discount | 224 |
Right of use lease liabilities | $ 24,418 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - Common Stock - USD ($) | 1 Months Ended | 3 Months Ended | |
Mar. 29, 2019 | Mar. 21, 2019 | Mar. 31, 2019 | |
Number of shares issued | 500,000 | 200,000 | 700,000 |
Share price | $ 0.08 | ||
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 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | May 13, 2020 | May 18, 2020 |
Common Stock | ||
Conversion of Stock, shares issued | 5,121,105 | |
Warrant [Member] | ||
Interest rate | 10.00% | |
Conversion of Stock, Amount Converted | $ 2,916,869 | |
Conversion of Stock, shares issued | 14,584,350 | |
Number of warrant issued | 114,000 | 196,058 |
Exercise price of warrants (in dollars per share) | $ 0.25 | $ 0.23 |
Warrant term | 5 years | |
Warrant [Member] | Maximum [Member] | ||
Warrant term | 5 years | |
Convertible-promissory notes [Member] | ||
Face amount | $ 109,180 | |
Maturity date | All of the debt matures in 2021 | |
Interest rate | 10.00% |