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EX-32.1 - ACCELERA INNOVATIONS, INC.ex32-1.htm
EX-31.1 - ACCELERA INNOVATIONS, INC.ex31-1.htm

 

 

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2016

 

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______________ to ______________

 

Commission file number 000-53392

 

Accelera Innovations, Inc.

(Exact name of small business issuer as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation or organization)

 

26-2517763

(I.R.S. Employer Identification Number)

 

20511 Abbey Drive

Frankfort, Illinois 60423

(Address of Principal Offices)

 

(866) 866-0758

(Issuer’s Telephone Number)

 

Not applicable.

(Former name, former address and former fiscal year, if changed since last report)

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [  ] No [X].

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer [  ] Accelerated Filer [  ]

   Non-Accelerated Filer [  ]

Smaller Reporting Company [X]
  (Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X].

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 46,761,216 shares of common stock, par value $.0001 per share, outstanding as of August 18, 2016.

 

 

 

  
  

 

INDEX

 

    Page
   
Part I. Financial Information  
Item 1. Financial Statements   4
  Condensed Consolidated Balance Sheets as of June 30, 2016 (unaudited) and December 31, 2015   4
  Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2016 and 2015 (unaudited)   5
  Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015 (unaudited)   6
  Notes to Unaudited Condensed Consolidated Financial Statements   7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   17
Item 3. Quantitative and Qualitative Disclosures About Market Risk   22
Item 4. Controls and Procedures   22
     
Part II. Other Information  
Item 1. Legal Proceedings   23
Item 1A. Risk Factors   23
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   23
Item 3. Defaults Upon Senior Securities   23
Item 4. Mine Safety Disclosures   23
Item 5. Other Information   23
Item 6. Exhibits   23
Signatures   26

 

 2 
  

 

FORWARD-LOOKING STATEMENTS

 

This report contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this report. Additionally, statements concerning future matters are forward-looking statements.

 

Although forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the fiscal year ended December 31, 2015, as filed with the Securities and Exchange Commission (the “SEC”) on August __, 2016, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this quarterly report on Form 10-Q and in other reports that we file with the SEC. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.

 

We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

 

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

 

 3 
  

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. Financial Statements

 

ACCELERA INNOVATIONS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

 

   June 30, 2016   December 31, 2015 
   (unaudited)     
ASSETS          
           
Current Assets:          
Prepaid expenses and other current assets  $29,643   $29,793 
Net assets of discontinued operations   -    481,188 
Total current assets   29,643    510,981 
           
Property and equipment, net   7,889    8,889 
Security deposit   1,805    1,805 
TOTAL ASSETS  $39,337   $521,675 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
           
Current Liabilities:          
Cash overdraft  $7,066   $6,624 
Short-term notes payable   882,821    901,521 
Subordinated unsecured note payable   -    4,550,000 
Convertible notes, net of discount of $134,083   42,351    - 
Advances from related party   410,795    243,799 
Accounts payable   398,416    408,920 
Accrued expenses   333,935    322,581 
Derivative liability   475,191    302,580 
Net liabilities of discontinued operations   -    170,773 
Total current liabilities   2,550,575    6,906,798 
           
Convertible notes, net of discount of $40,277 and $158,806 and net of current portion   19,057    15,434 
TOTAL LIABILITIES   2,569,632    6,922,232 
           
STOCKHOLDERS’ DEFICIT          
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding   -    - 
8% convertible preferred stock, 500,000 shares authorized 198,473 shares issued and outstanding; $4.00 stated value   20    20 
Common stock, $0.0001 par value, 100,000,000 shares authorized, 45,011,216 and 46,761,216 shares issued and outstanding at June 30, 2016 and December 31, 2015   4,676    4,501 
Additional paid-in capital   56,900,600    55,955,631 
Common stock issuable   1,566,412    1,566,412 
Accumulated deficit   (61,002,003)   (63,927,121)
Total stockholders’ deficit   (2,530,295)   (6,400,557)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT  $39,337   $521,675 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 4 
  

 

ACCELERA INNOVATIONS, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Operations

 

   Three Months Ended June 30,   Six Months Ended June 30, 
   2016   2015   2016   2015 
                 
Revenues  $-   $353,169   $-   $754,688 
Cost of revenues   -    15,925    -    65,759 
Gross profit   -    337,244    -    688,929 
                     
Operating expenses:                    
General and administrative expenses   416,059    7,069,668    1,121,219    9,741,969 
Total operating expenses   416,059    7,069,668    1,121,219    9,741,969 
Loss from operations   (416,059)   (6,732,424)   (1,121,219)   (9,053,040)
                     
Other expense                    
Interest expense and financing costs   (195,694)   (783,015)   (286,170)   (783,015)
Change in fair value of derivative liability   39,385    -    92,922    - 
Total operating expenses   (156,309)   (783,015)   (193,248)   (783,015)
                     
Loss before provision for taxes   (572,368)   (7,515,439)   (1,314,467)   (9,836,055)
                     
Provision for income taxes   -    -    -    - 
                     
Net loss from continuing operations   (572,368)   (7,515,439)   (1,314,467)   (9,836,055)
                     
Discontinued operations, net of tax                    
Gain from disposal of discontinued operation   -    -    4,239,585    - 
Income from operations of discontinued operation   -    276,243    -    375,899 
    -    276,243    4,239,585    375,899 
                     
Net income (loss)  $(572,368)  $(7,239,196)  $2,925,118   $(9,460,156)
                     
Preferred stock dividend   15,835    9,396    31,669    9,396 
                     
Net income (loss) attributed to common stockholders  $(588,203)  $(7,248,592)  $2,893,449   $(9,469,552)
                     
Weighted average shares outstanding - basic and diluted   46,761,216    42,293,512    45,950,776    41,447,368 
                     
Earnings (loss) per share - basic and diluted                    
Continuing operations  $(0.01)  $(0.18)  $(0.03)  $(0.24)
Discontinued operations  $-   $0.01   $0.09   $0.01 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 5 
  

 

ACCELERA INNOVATIONS, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Cash Flows

 

   Six Months Ended June 30, 
   2016   2015 
         
OPERATING ACTIVITIES:          
Net income (loss)  $2,925,118   $(9,460,156)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:          
Gain on discontinued operations   (4,239,585)   - 
Depreciation   1,000    629 
Stock options expense   921,144    3,038,649 
Shares issued for services   -    6,243,367 
Amortization of debt discount   122,474    - 
Change in fair value of derivative liability   (92,922)   - 
Financing costs associated with convertible note   135,533    - 
Offering cost for preferred stock subscription   -    141,430 
Change in current assets and liabilities:          
Accounts receivable   -    (128,725)
Prepaid expenses and other current assets   150    3,076 
Accounts payable   (10,504)   194,983 
Accrued expenses   11,354    40,895 
Net cash provided by (used in) operating activities   (226,238)   74,148 
           
INVESTING ACTIVITIES:          
Purchase of property and equipment   -    (3,767)
Cash retained by discontinued operation   (481,188)   - 
Net cash used in investing activities   (481,188)   (3,767)
           
FINANCING ACTIVITIES:          
Proceeds from convertible notes   77,500    - 
Proceeds from notes payable        185,000 
Payment on notes payable   (18,700)   (4,495)
Advances from (payments to) related parties   166,996    18,258 
Cash overdraft   7,066    - 
Net cash provided by financing activities   232,862    198,763 
           
NET INCREASE (DECREASE) IN CASH   (474,564)   269,144 
           
CASH, BEGINNING BALANCE   474,564    54,862 
           
CASH, ENDING BALANCE  $-   $324,006 
           
CASH PAID FOR:          
Interest  $-   $- 
Income taxes  $-   $- 
           
NON-CASH INVESTING AND FINANCING ACTIVITIES:          
Convertible notes converted to common stock  $24,000   $- 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 6 
  

 

ACCELERA INNOVATIONS, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

 

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

 

Accelera Innovations, Inc., formerly Accelerated Acquisitions IV, Inc. (“Accelera” or the “Company”) was incorporated in the State of Delaware on April 29, 2008 for the purpose of raising capital intended to be used in connection with its business plan which may include a possible merger, acquisition or other business combination with an operating business.

 

On June 13, 2011, Synergistic Holdings, LLC (“Purchaser”) agreed to acquire 17,000,000 shares of the Company’s common stock par value $0.0001 per share. At the same time, Accelerated Venture Partners, LLC agreed to tender 3,750,000 of their 5,000,000 shares of the Company’s common stock par value $0.0001 for cancellation. Following these transactions, Synergistic Holdings, LLC owned 93.15% of the Company’s 18,250,000 issued and outstanding shares of common stock par value $0.0001 and the interest of Accelerated Venture Partners, LLC was reduced to approximately 6.85% of the total issued and outstanding shares. Simultaneously with the share purchase, Timothy Neher resigned from the Company’s Board of Directors and John Wallin was simultaneously appointed to the Company’s Board of Directors. Such action represented a change of control of the Company.

 

On October 18, 2011, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware and changed its name from Accelerated Acquisition IV, Inc. to Accelera Innovations, Inc.

 

Accelera is a healthcare service company which is focused on acquiring companies primarily in the post-acute care patient services and information technology services industries. The Company has acquired Behavioral Health Care Associates, Ltd. (“BHCA”) (On March 31, 2016, the Company and BHCA entered into a Termination Agreement -- See Note 5) and SCI Home Health, Inc. (d/b/a Advance Lifecare Home Health) (“SCI”) which offers personal care to patients in the Chicago, Illinois area.

 

The accompanying consolidated financial statements and have been prepared in conformity with accounting principles generally accepted in the United States of America.

 

The condensed consolidated financial statements include the accounts of Accelera and its 100% owned subsidiaries, Behavioral Health (through December 31, 2015 – See Note 5) and SCI Home Health. Significant intercompany accounts and transactions have been eliminated in consolidation.

 

The unaudited interim condensed consolidated financial statements have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes for the year ended December 31, 2015. The results of the six months ended June 30, 2016 are not necessarily indicative of the results to be expected for the full year ending December 31, 2016.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

USE OF ESTIMATES – The preparation of unaudited condensed consolidated interim financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Significant estimates in these financial statements include allowance for doubtful accounts, the valuation of intangibles, valuation allowance for deferred taxes, estimated useful life of property and equipment and the fair value of stock and options issues for services and interest.

 

CASH – All cash is maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Temporary cash investments with an original maturity of three months or less are considered to be cash equivalents. The Company had no cash equivalents as of June 30, 2016 and December 31, 2015, respectively. The Company has not suffered any credit issues when deposits have exceeded the amount of insurance provided for such deposits.

 

ACCOUNTS RECEIVABLE – Accounts receivable are recorded at estimated value, net of allowance for doubtful accounts. Accounts receivable are not interest bearing. The allowance for doubtful accounts is based upon management’s best estimate and past collection experience. Uncollectible accounts are charged off when all reasonable efforts to collect the accounts have been exhausted.

 

 7 
  

 

PROPERTY AND EQUIPMENT – Property and equipment is stated at cost. Depreciation is provided on a straight line basis over the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred; major renewals and betterments are capitalized. When items of property and equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss is included in income.

 

DERIVATIVE FINANCIAL INSTRUMENTS – The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses the Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of June 30, 2016 and December 31, 2015, the Company’s only derivative financial instrument was an embedded conversion feature associated with convertible notes due to the conversion price being a percentage of the market price of the Company’s common stock.

 

PREFERRED STOCK SUBSCRIPTION PAYABLE – During the years ended December 31, 2014 and 2013, an affiliate of the Company entered into subscription agreements with 13 investors. Pursuant to the terms of the subscription agreements, the affiliate agreed to issue shares of the Company’s 8% Convertible Preferred Stock that it was authorized to issue as of May 7, 2015. In exchange, the Company received aggregate proceeds from the investors of $652,462. Accordingly, the Company is obligated to issue an aggregate of 198,473 shares of 8% Convertible Preferred Stock to the investors with a stated value of $4.00 per share or an aggregate of $793,892. The net proceeds of $652,462 have been received by or on behalf of the Company and recorded as preferred stock subscription payable net of $141,430 of original issue discount related to such offering which amount was expensed. Upon obtaining the Certificate of Designation for the 8% Convertible Preferred Stock on May 7, 2015, the Company has included the aggregate amount of $793,892 of preferred stock as part of stockholders’ equity. Prior to May 7, 2015, the preferred stock subscription payable was included as a current liability.

 

COMMON STOCK – The Company records common stock issuances when all of the legal requirements for the issuance of such common stock have been satisfied.

 

REVENUE RECOGNITION – Revenue related to services and administrative support services is recognized ratably at the time services have been performed and pre-approved by payer. Gross service revenue is recorded in the accounting records on an accrual basis at the provider’s established rates, regardless of whether the health care entity expects to collect that amount. The Company will reserve a provision for contractual adjustment and discounts and deduct from gross service revenue. The Company believes that recognizing revenue at the time the services have been performed because the Company’s revenue policies meet the following four criteria in accordance with ASC 605-10-S25, Revenue Recognition: Overall, (i) persuasive evidence that arrangement exists, (ii) services has occurred, (iii) the price is fixed and determinable and (iv) collectability is reasonably assured. The Company reports revenues net of any sales, use and value added taxes.

 

COST OF REVENUES – Costs of revenues are comprised of fees paid to members of the Company’s medical staff, other direct costs including transcription, film and medical record obtainment and transportation; and other indirect costs including labor and overhead related to the generation of revenues.

 

ADVERTISING COSTS – The Company’s policy regarding advertising is to expense advertising when incurred.

 

INCOME TAXES – The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s consolidated financial statements.

 

STOCK BASED COMPENSATION – The Company has share-based compensation plans under which employees, consultants, suppliers and directors may be granted restricted stock, as well as options and warrants to purchase shares of Company common stock at the fair market value at the time of grant. Stock-based compensation cost to employees is measured by the Company at the grant date, based on the fair value of the award, over the requisite service period under ASC 718. For options issued to employees, the Company recognizes stock compensation costs utilizing the fair value methodology over the related period of benefit. Grants of stock to non-employees and other parties are accounted for in accordance with the ASC 505 at measurement date. For awards with service or performance conditions, the Company generally recognize expense over the service period or when the performance condition is met.

 

 8 
  

 

LOSS PER SHARE – Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted average common shares outstanding for the period. Diluted loss per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares may consist of incremental shares issuable upon the exercise of stock options and warrants and the conversion of notes payable to common stock. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation.

 

FINANCIAL INSTRUMENTS – FASB Accounting Standards Codification (ASC) 820 Fair Value Measurements and Disclosures (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

 

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
   
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
   
Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2016 and December 31, 2015.

 

The Company uses Level 2 inputs for its valuation methodology for its derivative liability as its fair value was determined by using the Black-Scholes-Merton pricing model based on various assumptions. The Company’s derivative liability is adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives.

 

At June 30, 2016 and December 31, 2015, the Company identified the following liability that is required to be presented on the balance sheet at fair value (see Note 8):

 

       Fair Value Measurements at 
   Fair Value   June 30, 2016 
   As of   Using Fair Value Hierarchy 
Description  June 30, 2016   Level 1   Level 2   Level 3 
Derivative liability - conversion feature  $475,191   $-    475,191    - 
                     
Total  $475,191   $-    475,191    - 

 

       Fair Value Measurements at 
   Fair Value   December 31, 2015 
   As of   Using Fair Value Hierarchy 
Description  December 31, 2015   Level 1   Level 2   Level 3 
Derivative liability - conversion feature  $302,580    -    302,580    - 
                     
Total  $302,580    -    302,580    - 

 

 9 
  

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

In January 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-01 (Subtopic 225-20) - Income Statement - Extraordinary and Unusual Items. ASU 2015-01 eliminates the concept of an extraordinary item from GAAP. As a result, an entity will no longer be required to segregate extraordinary items from the results of ordinary operations, to separately present an extraordinary item on its income statement, net of tax, after income from continuing operations or to disclose income taxes and earnings-per-share data applicable to an extraordinary item. However, ASU 2015-01 will still retain the presentation and disclosure guidance for items that are unusual in nature and occur infrequently. ASU 2015-01 is effective for periods beginning after December 15, 2015. The adoption of ASU 2015-01 is not expected to have a material effect on the Company’s consolidated financial statements. Early adoption is permitted.

 

In February, 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. ASU 2015-02 provides guidance on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). ASU 2015-02 is effective for periods beginning after December 15, 2015. The adoption of ASU 2015-02 is not expected to have a material effect on the Company’s consolidated financial statements. Early adoption is permitted.

 

In September, 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805). Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning December 15, 2015. The adoption of ASU 2015-016 is not expected to have a material effect on the Company’s consolidated financial statements.

 

In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. The new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. This update is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. The Company does not anticipate the adoption of this ASU will have a significant impact on its consolidated financial position, results of operations, or cash flows.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The guidance in ASU No. 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases (FAS 13). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its consolidated financial statements.

 

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

 

RECLASSIFICATIONS - Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings, financial position or cash flows.

 

NOTE 3 - BALANCE SHEET INFORMATION

 

PROPERTY AND EQUIPMENT, NET

 

Property and equipment, net at June 30, 2016 and December 31, 2015 consist of the following:

 

   June 30, 2016   December 31, 2015 
         
Furniture and fixtures  $3,940   $3,940 
Office equipment   5,641    5,641 
    9,581    9,581 
Less accumulated depreciation   (1,692)   (692)
   $7,889   $8,889 

 

Depreciation expense for the six months ended June 30, 2016 and 2015 was $1,000 and $629, respectively.

 

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NOTE 4 - GOING CONCERN

 

The accompanying unaudited condensed consolidated interim financial statements have been prepared assuming that the Company will continue as a going concern. The Company has had minimal revenue since inception and had an accumulated deficit of $61,002,003 as of June 30, 2016. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to add profitable operating companies and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements.

 

The events or circumstances that may prevent the accomplishment of our business objectives, include, with limitation, (i) the fact that, if the Company does not raise a minimum of $30,000,000 within the next 12 months to pay debts incurred in connection with the Company’s acquisition of SCI, Traditions Home Care, Inc., Grace Home Health Care, Inc. and Watson Health Care, Inc. and Affordable Nursing, Inc. As a result of the Termination Agreement with BHCA (See Note 5) the Company’s only operating facility is SCI. Revenues from SCI have significantly decreased primarily due to the sudden departure of the administrator of SCI. The Company has transitioned this position to a new administrator and filed these changes with IDPH (Illinois Department of Public Health). There are claims to be processed and invoiced when IDPH approves, through the uniform process, the new administrator, the Company expects this to be resolved in the near future.

 

The unaudited condensed consolidated interim financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

NOTE 5 - DISCONTINUED OPERATION

 

On November 20, 2013, Accelera executed a Stock Purchase Agreement (the “SPA”) and its wholly owned subsidiary, Accelera Healthcare Management Service Organization LLC (“Accelera HMSO”), executed an Operating Agreement with Blaise J. Wolfrum, M.D. and Behavioral Health Care Associates, Ltd. (“BHCA”). Accelera acquired 100% of the 100,000 issued and outstanding shares of BHCA from Dr. Wolfrum. Accelera HMSO as a wholly owned subsidiary of Accelera will operate BHCA in accordance with the Operating Agreement.

 

Pursuant the SPA, the Company agreed to pay to Dr. Wolfrum a purchase price of $4,550,000 for his shares of BHCA, of which $1,000,000 was payable on September 30, 2015, $750,000 is payable on November 30, 2015, and $2,800,000 is payable on December 31, 2015. The payment due on September 30, 2015, November 30, 2015 and December 31, 2015 were not paid.

 

On June 30, 2016, the Company, Blaise J. Wolfrum, M.D., and BHCA executed a Termination Agreement by which the SPA was terminated effect as of January 1, 2016. BHCA is accounted for as a discontinued operation as of January 1, 2016. The historical financial results of BHCA are reflected in the Company’s unaudited condensed consolidated interim financial statements and footnotes as discontinued operations for all periods presented.

 

The following table displays summarized activity in the Company’s unaudited condensed consolidated statements of operations for discontinued operations during the three and six months ended June 30, 2015.

 

   Three   Six 
   Months
Ended
   Months
Ended
 
   June 30, 2015   June 30, 2015 
         
Revenues  $987,584   $1,648,053 
Gross profit   413,620    715,086 
Income from operations   276,243    375,899 
Income before income taxes   276,243    375,899 
Income tax expense   -    - 
Income from operations of discontinued operation   276,243    375,899 

 

For the six months ended June 30, 2016, there was no activity in the Company’s unaudited condensed consolidated statement of operations as a result of the Termination Agreement.

 

As a result of the Termination Agreement, the Company recognized a gain from the disposal of BHCA of $4,239,585, principally a result of the cancelation of the $4,550,000 subordinated unsecured note payable which is the consideration the Company received for entering into the Termination Agreement.

 

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NOTE 6 - SHORT-TERM NOTES PAYABLES

 

Short-term notes payable at June 30, 2016 and December 31, 2015 consisted of the following:

 

   June 30, 2016   December 31, 2015 
         
At Home and All Staffing acquisition note payable (1)   344,507    344,507 
AOK Property Investments (2)   525,000    525,000 
Note dated May 28, 2015 for $35,000; daily payment of $184.73 for 252 days   13,314    32,014 
   $882,821   $901,521 

 

(1) The Company entered into a $344,507 promissory note (the “Trust Note”) with the Rose. M Gallagher Revocable Trust (“Trust”) in conjunction with the Settlement Agreement (see Note 7). The Trust Note bears interest at 11.0% per annum. The first payment of $25,000 is due on March 1, 2015. The final principal and interest payment is due on June 1, 2015. The entire outstanding principal balance of Trust Note may be prepaid at any time, in whole or in part, without premium or penalty, and the interest accrued on the remaining principal balance shall be adjusted accordingly. The Company is in default of the Trust Note and has a 90 day cure period. The Company paid $5,000 on April 8, 2015.

 

If an event of default under the Trust Note occurs the Trust may accelerate the Trust Note’s maturity date so that the unpaid principal amount, together with accrued interest, is immediately due in its entirety. In addition, the Company promises to pay one thousand dollars as consideration for costs of collection of the Trust Note, including but not limited to attorneys’ fees, paid or incurred on account of such collection, whether or not suit is filed with respect thereto and whether such cost or expense is paid or incurred, or to be paid or incurred, prior to or after the entry of judgment. Pursuant to the terms of the Trust Note, an event of default occurs if (i) the Company fails to make any payment required by the Trust Note when due, (ii) the Company fails to observe or perform any covenant, condition or agreement under the Trust Note, (iii) a proceeding with respect to the Company is commenced for the benefit of creditors, including but not limited to any bankruptcy or insolvency law; or (iv) the Company becomes insolvent.

 

(2) On October 1, 2014, AOK Property Investments LLC (“AOK”), a third party lender, lent the Company and its subsidiary, SCI, an aggregate of $500,000. In consideration of AOK’s delivery of an aggregate of $500,000 to the Company and ALM, the Company and ALM executed and delivered a promissory note (the “AOK Note”) in favor of AOK in the aggregate principal amount of $500,000. The AOK Note is due on January 15, 2015 and bears interest in the amount of 500,000 shares of the Company’s common stock, which interest is due and payable on or before January 15, 2015. If the Company and ALM fail to pay any portion of principal or interest when due, interest will continue to accrue and be payable to AOK at the rate of 1,667 shares of Company common stock per day until all principal and accrued interest is fully paid. On July 10, 2015, the Company and AOK entered in an amended note agreement whereby AOK loaned the Company an additional $25,000 and extended the due date of the note to December 31, 2015, and the Company agreed to issue an additional 500,000 shares of common stock for failing to pay the principal and interest on the loan when originally due. The Company recorded the issuance of 500,000 shares of common stock to AOK at a value of $1,360,907. The loan was not repaid on its extended due date and is currently in default.

 

If an event of default under the AOK Note occurs AOK may accelerate the AOK Note’s maturity date so that the unpaid principal amount, together with accrued interest, is immediately due in its entirety. Pursuant to the terms of the AOK Note, an event of default occurs if (i) the Company or ALM fails to make any payment required by the AOK Note when due, (ii) the Company or SCI voluntarily dissolves or ceases to exist, or any final and non-appealable order or judgment is entered against the Company or SCI ordering its dissolution, (iii) the Company or ALM fails to pay, becomes insolvent or unable to pay, or admits in writing an inability to pay its debts as they become due, or makes a general assignment for the benefit of creditors; or (iv) a proceeding with respect to the Company or ALM is commenced for the benefit of creditors, including but not limited to any bankruptcy or insolvency law.

 

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NOTE 7 - CONVERTIBLE NOTES

 

Convertible notes at June 30, 2016 and December 31, 2015 consist of the following:

 

   June 30, 2016   December 31, 2015 
Convertible note dated August 28, 2015; interest of $6,667 due after 90 days; due August 28, 2017; convertible into shares of common stock at the lesser of $1.00 or 60% of the lowest trading price 25 days prior to conversion.  $31,556   $55,556 
Convertible note dated December 16, 2015; non-interest bearing; convertible into shares of common stock at 50% of the market price on the date of conversion.   118,684    118,684 
Convertible note dated March 10, 2016; interest of $3,333 due after 90 days; due August 28, 2017; convertible into shares of common stock at the lesser of $1.00 or 60% of the lowest trading price 25 days prior to conversion.   27,778    - 
Convertible note dated May 5, 2016; interest at 8% per annum; due May 5, 2017; convertible into shares of common stock at 65% of the lowest trading price 20 days prior to conversion.   110,250    - 
Total convertible notes   288,268    174,240 
Unamortized debt discount   (174,360)   (158,806)
Convertible notes, net of discount   113,908    15,434 
Less notes receivable collateralized by convertible note   (52,500)   - 
Convertible notes   61,408    15,434 
Less current portion   (42,351)   - 
Long-term portion  $19,057   $15,434 

 

During the six months ended June 30, 2016, the Company issued two convertible notes totaling $110,250 (includes $5,250 of original issue discounts) to one investor for which the Company received $52,500 in cash and a note receivable from the same investor totaling $52,500. Since the note receivable was issued to the Company as payment for a convertible note, the Company has not presented this note receivable as an asset, but as an offset to the convertible note balance. In addition to the above two convertible note, during the six months ended June 30, 2016, the Company issued one additional convertible note to another investors for gross proceeds of $25,000 ($27,778 less $2,778 of original issue discount).

 

Due to the variable conversion price associated with these convertible notes, the Company has determined that the conversion feature is considered derivative liabilities. The embedded conversion feature at inception is recorded as a derivative liability as of the date of issuance. The derivative liability was recorded as a debt discount up to the face amount of the convertible notes with the remaining amount being charge as a financing cost. The debt discount is being amortized over the term of the convertible notes. The Company recognized additional interest expense of $122,474 during the six months ended June 30, 2016 related to the amortization of the debt discount.

 

A rollfoward of the convertible note from December 31, 2015 to June 30, 2016 is below:

 

Convertible notes, December 31, 2015  $15,434 
Issued for cash   77,500 
Issued for original issue discount   8,028 
Conversion to common stock   (24,000)
Debt discount related to new convertible notes   (138,028)
Amortization of debt discounts   122,474 
Convertible notes, June 30, 2016  $61,408 

 

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NOTE 8 - DERIVATIVE LIABILITY

 

The convertible note discussed in Note 7 has a variable conversion price which results in the conversion feature being recorded as a derivative liability.

 

The fair value of the derivative liability is recorded and shown separately under current liabilities. Changes in the fair value of the derivative liability is recorded in the statement of operations under other income (expense).

 

The Company uses the Black-Scholes-Merton option pricing model with the following assumptions to measure the fair value of derivative liability at June 30, 2016:

 

Stock price  $0.068 
Risk free rate   0.45%
Volatility   325%
Conversion/ Exercise price  $0.034 - $0.041 
Dividend rate   0%
Term (years)   0.28 to 1.16 

 

The following table represents the Company’s derivative liability activity for the period ended June 30, 2016:

 

Derivative liability at December 31, 2015  $302,580 
Derivative liability associated with new convertible note   265,533 
Change in fair value of derivative liability during period   (92,922)
Derivative liability at June 30, 2016  $475,191 

 

NOTE 9 - COMMITMENTS

 

Planned Acquisition of Grace Home Health Care, Inc.

 

On November 25, 2014, the Company entered into a stock purchase agreement (the “Grace SPA”) with Grace Home Health Care, Inc. (“Grace”), a provider of home health care services, as well as Angelito D. Cadiente, and Loida F. Cadiente (collectively the “Grace Sellers”), pursuant to which we agreed to purchase, and the Sellers agreed to sell, all of their Grace shares, collectively representing all of the outstanding shares of common stock of Grace, as well as all of Grace’s assets, for an aggregate purchase price of $5,250,000 (the “Grace Purchase Price”). The Grace Purchase Price is to be paid by us as follows: $2,625,000 on or before January 15, 2015 (the “Grace Closing Date”), $1,312,500 nine months after the Grace Closing Date, and $1,312,500.00 twelve months after the Grace Closing Date. However, the Company has the right to extend the Grace Closing Date by an additional forty-five (45) days, in order for its to secure the requisite funding, so long as the Company gives notice to the Grace Sellers on or before December 15, 2014. On June 15, 2015, the agreement was amended to extend the final closing until October 1, 2015 and issued 50,000 shares to the Grace Sellers as consideration for the extension. On September 15, 2015, the parties agreed to extend the final closing until January 1, 2016. The Grace SPA contains customary representations and warranties and is subject to certain events of default.

 

The Company has also agreed to hire Angelo L. Cadiente as Grace’s Chief Executive Officer upon the Grace Closing Date. Under the terms of his proposed employment agreement, Mr. Cadiente will become the Chief Executive Officer for Grace for a period of three years beginning on the Grace Closing Date and pay him an annual base salary of $175,000 plus a bonus in an amount equal to 5% of the increase in Grace’s gross revenue from the base gross revenue earned in the previous year and an additional amount equal to 10% of the base earnings before interest, taxes, depreciation and amortization (“EBITDA”) increases of Grace from the base EBITDA of Grace in the previous year. In addition, Mr. Cadiente will be entitled to four weeks of vacation, twelve sick days and health benefits and reimbursement of out of pocket expenses for business entertainment in connection with his duties. Mr. Cadiente is subject to a restriction on solicitation of Grace’s customers or clients following termination of his employment agreement for a period of one year. Since no consideration has been paid as of June 30, 2016, the acquisition is consider incomplete and not final.

 

Planned Acquisition of the assets of Watson Health Care, Inc. and Affordable Nursing, Inc.

 

On November 25, 2014, the Company entered into an asset purchase agreement (the “Watson-Affordable Nursing APA”) with Watson Health Care, Inc. (“Watson”) and Affordable Nursing, Inc. (“Affordable”) (Watson and Affordable are collectively referred to as the “Sellers”), providers of home health care services, pursuant to which the Company agreed to purchase, and the Sellers agreed to sell, all of their assets, for an aggregate purchase price of $3,000,000 (the “Watson-Affordable Purchase Price”). The Watson-Affordable Purchase Price will be paid by us as follows: $1,000,000 on or before January 15, 2015 (the “Watson-Affordable Closing Date”), $1,000,000 on or before nine months after the Watson-Affordable Closing Date, and $1,000,000 on or before twelve months after the Watson-Affordable Closing Date. However, the Company has the right to extend the Watson-Affordable Closing Date by an additional sixty (60) days. On September 15, 2015, the parties agreed to extend the final closing until January 1, 2016. The Watson-Affordable APA contains customary representations and warranties and is subject to certain events of default. In addition, Kevin Watson, the sole owner of Watson and Affordable and the Company will mutually agree to a transition period where Mr. Watson will work with Watson and Affordable to transition their operations to the Company. Further, the Company, Watson and Affordable will identify certain employees of Watson and Affordable who will enter into employment agreements with the Company. Since no consideration has been paid as of June 30, 2016, the acquisition is consider incomplete and not final.

 

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Planned Acquisition of Traditions Home Care, Inc.

 

On January 5, 2015, the Company entered into a stock purchase agreement (the “Traditions SPA”) with Traditions Home Care, Inc. (“Traditions”), a provider of home health care services, as well as Sonny Nix and John Noah (collectively the “Sellers”), pursuant to which the Company agreed to purchase, and the Sellers agreed to sell, all of their shares of Traditions, collectively representing all of the outstanding shares of common stock of Traditions, as well as all of Traditions’ assets, for an aggregate purchase price of $6,000,000 (the “Purchase Price”). The Purchase Price is to be paid by the Company as follows: $3,000,000 on or before December 31, 2015 (the “Closing Date”), $1,500,000 nine months after the Closing Date, and $1,500,000 twelve months after the Closing Date. However, the Company has the right to extend the Closing Date by an additional forty-five (45) days, in order for it to secure the requisite funding, so long as the Company gives notice to the Sellers on or before March 1, 2015. The Traditions SPA contains customary representations and warranties, and is subject to certain events of default.

 

The Company has also agreed to hire Sonny Nix (“Nix”) as Traditions’ Chief Executive Officer, pursuant to the terms of the employment agreement attached as Exhibit B to the Traditions SPA (the “Employment Agreement”). The Employment Agreement will only become effective upon closing of the Traditions SPA. Under the Employment Agreement, Nix will become the Chief Executive Officer for Traditions for a period of three years beginning on the Closing Date and pay him an annual base salary of $150,000 plus a bonus in an amount equal to 5% of the increase in Traditions’ gross revenue from the base gross revenue earned in the previous year, and an additional amount equal to 10% of the base earnings before interest, taxes, depreciation and amortization (“EBITDA”) increases of Traditions from the base EBITDA of Traditions in the previous year. In addition, Nix will be entitled to three weeks of vacation, twelve sick days, and health benefits. Nix is subject to a restriction on solicitation of Traditions’ customers or clients following termination of his Employment Agreement for a period of one year. Since no consideration has been paid as of December 31, 2015, the acquisition is consider incomplete and not final. On July 6, 2015, the agreement was amended to extend the closing date to October 1, 2015. On September 15, 2015, the parties agreed to extend the final closing until January 1, 2016. Since no consideration has been paid as of June 30, 2016, the acquisition is consider incomplete and not final.

 

NOTE 10 - STOCKHOLDERS’ DEFICIT

 

The Company has two classes of stock, preferred stock and common stock. There are 10,000,000 shares of $.0001 par value preferred shares authorized, 500,000 of which have been designated as 8% Convertible Preferred Stock as of May 7, 2015.

 

The 500,000 shares of 8% Convertible Preferred Stock have the following the designations, rights, and preferences:

 

  The state value of each share is $4.00,
     
  Holders of shares of 8% Convertible Preferred Stock do not have any voting rights,
     
  The shares pay quarterly dividends in arrears at the rate of 8% per annum and on each conversion date. Subject to certain conditions, the dividends are payable at our option in cash or such dividends shall be accreted to, and increase, the outstanding Stated Value,
     
  Each share is convertible into shares of our common stock at a conversion price of $4.00 per share, subject to adjustment discussed below, and
     
  The conversion price of the 8% Convertible Preferred is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events.

 

There were 198,473 shares of 8% Convertible Preferred Stock issued and outstanding as of June 30, 2016.

 

There are 100,000,000 shares of $.0001 par value common shares authorized. The Company has 46,761,216 and 45,011,216 issued and outstanding shares as of June 30, 2016 and December 31, 2015, respectively.

 

During the six months ended June 30, 2016, the Company issued 1,750,000 shares for the conversion of $24,000 of convertible notes payable.

 

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NOTE 11 - STOCK-BASED COMPENSATION

 

The Company recognizes stock-based compensation expense in its statement of operations based on the fair value of employee stock options and stock grant awards as measured on the grant date. For stock options, the Company uses the Black-Scholes option pricing model to determine the value of the awards granted. The Company amortizes the estimated value of the options as of the grant date over the stock options’ vesting period, which is generally four years.

 

The Company has estimated the value of common stock into which the options are exercisable at $4 per share for financial reporting purposes. This amount was determined based on the price our stock was sold for in past private placements, the minimum stock price required for listing on any Nasdaq market, and the amount also approximates a $85 million valuation for the entire Company, which is considered “micro-cap” by most equity analysts. The stock based compensation expense is an estimate and significant judgment was involved in attempting to determine the value of common stock. When a majority of the stock options were issued, the Company’s common stock has not traded publicly, and no stock was traded in private markets either, except for privately negotiated sales to the founder and other private investors of the company and the founder of the technology from which the company subsequently licensed rights. The Company does not have any offers for purchase of its common stock in any stage, and no stock is registered for resale with the Securities and Exchange Commission.

 

The Company believes the only material estimate used in estimating the value stock options was the estimated fair value of the common stock, and that assumed volatility, term, interest rate and dividend yield changes would not result in material differences in stock option valuations. The Company recognized stock-based compensation expense of $921,144 and $3,038,649 for the six months ended June 30, 2016 and 2015, respectively, which were included in general and administrative expenses. As of June 30, 2016, there was $747,500 of total unrecognized compensation cost related to unvested stock-based compensation awards, which is expected to be recognized over the weighted average remaining vested period of approximately 1.0 years.

 

The following is a summary of the outstanding options, as of June 30, 2016:

 

               Weighted 
       Weighted   Weighted   Average 
       Average   Average   Remaining 
   Options   Intrinsic   Exercise   Contractual 
   Outstanding   Value   Price   Life 
Outstanding, December 31, 2015   5,803,250    3.89    0.0001    1.5 
Granted   -                
Exercised   -                
Forfeited/Expires   -                
Outstanding, June 30, 2015   5,803,250    3.89    0.0001    1.0 
Exercisable, June 30, 2015   5,549,500    3.89    0.0001    0.4 

 

NOTE 12 - RELATED PARTY TRANSACTIONS

 

The Company and Synergistic Holdings, LLC (“Synergistic”), a controlling shareholder of the Company, agreed to cancel 796,671 shares of the Company’s common stock owned by Synergistic and forgive certain indebtedness owed by the Company to Synergistic in the amount of $1,018,618. In addition, the Company entered into an oral agreement to amend the license agreement entered into between the Company and Synergistic to reduce the total amount of reimbursable distribution and commercialization expenses due under the license agreement by $585,181 to $29,414,819 and defer the commencement date of the agreement until the payment dates for the following amounts:

 

  (a) $5,000,000 no later than December 31, 2015;
     
  (b) An additional $7,500,000 no later than December 31, 2016;
     
  (c) An additional $10,000,000 no later than December 31, 2017; and
     
  (d) An additional $6,914,819 no later than December 31, 2018.

 

Tec Explorer is a related party through common ownership. Tec Explorer supplied working capital to the Company to fund primarily software acquisition costs, accounting services, commissions and subcontract costs during 2010 through 2013. Synergistic Holdings, LLC assumed all obligations to Tec Explorer during 2014 and 2013 on behalf of the Company. This verbal agreement was agreed to by all three companies.

 

On May 7, 2015, the Company and Synergistic agreed to amend the Synergistic Licensing Agreement to eliminate the Company’s $29,414,819 funding requirements under Article 3 and replace it with a requirement to pay a license fee in the amount of 10,000 common shares upon completion and acceptance of each installation of the software at a location for each affiliate or subsidiary of the Company and the sum of $10,000 on each anniversary after each such installation during the period of time in which the Software is used at such location. In addition, the Company will be responsible for the reasonable installation costs incurred by Synergistic in connection with the installation and setup of the software as required by the Company. The license fee may be paid in cash or the Company’s common stock. In addition, the Synergistic Licensing Agreement was amended to delete the Company’s exclusive rights under such agreement.

 

At June 30, 2016 and December 31, 2015, advances from related party was $410,795 and $243,799, respectively. These advances are non-interest bearing and payable upon demand.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Plan of Operation

 

Accelera Innovations, Inc. (“we,” “us,” the “Company,” or “Accelera”), a Delaware corporation, is a healthcare service company which is focused on acquiring companies primarily in the post-acute care patient services and information technology services industries. The Company acquired Behavioral Health Care Associates, Ltd. (“BHCA”) in November 2013 which offers full treatment services for mental health conditions and addictions and SCI Home Health, Inc. (d/b/a Advance Lifecare Home Health) (“SCI”) in October 2014 which offers home health services to patients in the Chicago, Illinois area. In addition, the Company has entered into agreements to acquire home health care service providers Grace Home Health Care, Inc. (“Grace”), the assets of Watson Health Care, Inc. and Affordable Nursing, Inc. and Traditions Home Care, Inc., each of which is subject to completion of financing.

 

As a result of our plans to focus our business efforts on the acquisition of health care services companies and utilize the Synergistic Technology we license from an affiliate, we agreed to amend the Synergistic Licensing Agreement to eliminate the $29,414,819 funding requirements we were obligated to make and replace it with a requirement to pay a license fee in the amount of 10,000 upon completion and acceptance of each installation of the software at a location for each affiliate or subsidiary of the Company and the sum of $10,000.00 on each anniversary after each such installation during the period of time in which the Software is used at such location (the “License Fee”). In addition, the Company will be responsible for the reasonable installation costs incurred by Synergistic in connection with the installation and setup of the software as required by the Company. The license fee may be paid in cash or the Company’s common stock. In addition, the Synergistic Licensing Agreement was amended to delete the Company’s exclusive rights under such agreement. In addition, the Synergistic Licensing Agreement was amended to delete the Company’s exclusive rights under such agreement. We believe that use of any future working capital we raise will be better utilized by us to acquire additional health care services companies.

 

Management’s Discussion, Analysis of Financial Condition and Results of Operations

 

The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations, which include several new acquisitions. Management’s plan includes obtaining additional funds by equity financing and/or debt using the acquisitions cash flow and/or assets as collateral, however there is no assurance of additional funding being available. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might arise as a result of this uncertainty.

 

In order to meet our need for cash we are attempting to raise money from the various investor groups which include institutions and high net worth individuals. In January of 2014, the Company was listed on the OTCQB tier of the OTC Markets. If we do not raise all of the money we need from the public exchange, we will have to find alternative sources, such as a second public offering, a private placement of securities, or loans from third party sources.

 

Our current plans, predicated on raising $30,000,000 from the sale of shares of common stock will allow the Company to meet the milestones and requirements of its proposed acquisitions. The use of proceeds from the planned capital raise will be to fund the closings of BHCA, SCI, Grace, Watson, Affordable and Traditions. In addition, the Company will use excess funds to cover general corporate expenses, as well as the implementation of its technology into the operations of the acquired companies. . As a result of the Termination Agreement with BHCA (See Note 5) our only operating facility is SCI. Revenues from SCI have significantly decreased primarily due to the sudden departure of the administrator of SCI. We have transitioned this position to a new administrator and filed these changes with IDPH (Illinois Department of Public Health). There are claims to be processed and invoiced when IDPH approves, through the uniform process, the new administrator, we expect this to be resolved in the near future.

 

The Company has contacted several debt providers for both asset backed lending and cash flow lending. These include commercial banks as well as Hedge Funds which specialize in lower middle market lending. There is no assurance that the Company will be successful in raising debt and/or the cost of debt may be detrimental to the operations of the acquisitions and/or the Company.

 

Going Concern

 

Because we had a cash overdraft of $7,066 at June 30, 2016, which is insufficient to fund our operations and an accumulated deficit $61,002,003 there is substantial doubt about our ability to continue as a going concern. The report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2015 contains an explanatory paragraph regarding their substantial doubt about our ability to continue as a going concern. Our auditors’ opinion is based upon our operating losses and our need to obtain additional financing to sustain operations. Our ability to continue as a going concern will be dependent upon our ability to obtain the necessary financing to meet our obligations and repay our liabilities when they become due, and to generate sufficient revenues from our operations to pay our operating expenses.

 

 17 
  

 

Results of Operations

 

The following comparative analysis on results of operations was based primarily on the comparative financial statements, footnotes and related information for the periods identified below and should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this report. The results related to the operation of Behavioral Health Care Associates, Ltd. a discontinued operation (see Note 5 to our financial statements included in this report), are excluded from the following discussion. The following is a summary of the Company’s operational results for the three and six months ended June 30, 2016 and 2015:

 

Three months ended June 30, 2016 compared to three months ended June 30, 2015

 

   Three Months Ended   Dollar   Percentage 
   June 30, 2016   June 30, 2015   Change   Change 
Revenue  $-   $353,169   $(353,169)   -100.0%
Cost of revenue   -    15,925    (15,925)   -100.0%
Gross profit   -    337,244    (337,244)   -100.0%
Total operating expenses   416,059    7,069,668    (6,653,609)   -94.1%
Other expense   (156,309)   (783,015)   626,706    -80.0%
Discontinued operations   -    276,243    (276,243)   -100.0%
Net loss   (572,368)   (7,239,196)   6,666,828    -92.1%

 

Revenue

 

Total revenue decreased by $353,169 to $0 for the three months ended June 30, 2016 compared to $353,169 in the same period in 2015. This decrease in total revenue is primarily due to the sudden departure of the Administrator of SCI Home Health, Inc. (d/b/a Advance Lifecare Home Health). We have transitioned this position to a new Administrator and filed these changes with IDPH (Illinois Department of Public Health). There are claims to be processed and invoiced when IDPH approves, through the uniform process, the new Administrator, we expect this to be resolved in the near future.

 

Gross Profit

 

Gross profit decreased by $337,244 to $0 for the three months ended June 30, 2016 compared to $337,244 in the same period in 2015. This decrease in gross profit is primarily due to the sudden departure of the Administrator of SCI Home Health, Inc. (d/b/a Advance Lifecare Home Health). As described above.

 

Operating Expenses

 

Total operating expenses for the three months ended June 30, 2016 decreased by $6,653,609 to $416,059, compared to $7,069,668 during the same period in 2015. The decrease is principally a result of lower stock option expense and common stock issued for services, and lower operating cost for SCI Home Health, Inc. (d/b/a Advance Lifecare Home Health).

 

Other Expenses

 

Total other expenses for the three months ended June 30, 2016 decreased by $626,706 to $156,309, compared to $783,015 during the same period in 2015. The decrease is due to lower interest expense and financing costs for the three months ended June 30, 2016 as a result of penalty interest incurred in the same period in 2015 offset by a gain related to the change in the value of our derivative liability all in connection with the issuance of convertible notes payable during the 2016 period.

 

Discontinued Operations

 

On June 30, 2016, we, Blaise J. Wolfrum, M.D., and Behavioral Health Care Associates, Ltd. (“BHCA”) executed a Termination Agreement by which the SPA was terminated effect as of January 1, 2016. BHCA is accounted for as a discontinued operation as of January 1, 2016.

 

The following table displays summarized activity in the Company’s unaudited condensed consolidated statements of operations for discontinued operations during the three months ended June 30, 2015.

 

 18 
  

 

   Three 
   Months
Ended
 
   June 30, 2015 
     
Revenues  $987,584 
Gross profit   413,620 
Income from operations   276,243 
Income before income taxes   276,243 
Income tax expense   - 
Income from operations of discontinued operation   276,243 

 

For the three months ended June 30, 2016, there was no activity in the Company’s unaudited condensed consolidated statement of operations as a result of the Termination Agreement.

 

Net Loss

 

The net loss for the three months ended June 30, 2016 was $572,368, a decrease of $6,666,828 compared to $7,239,196,156 during the same period in 2015, as a result of factors described above.

 

Six months ended June 30, 2016 compared to six months ended June 30, 2015

 

   Six Months Ended   Dollar   Percentage 
   June 30, 2016   June 30, 2015   Change   Change 
Revenue  $-   $754,688   $(754,688)   -100.0%
Cost of revenue   -    65,759    (65,759)   -100.0%
Gross profit   -    688,929    (688,929)   -100.0%
Total operating expenses   1,121,219    9,741,969    (8,620,750)   -88.5%
Other expense   (193,248)   (783,015)   589,767    -75.3%
Discontinued operations   4,239,585    375,899    3,863,686    1027.9%
Net income ( loss)   2,925,118    (9,460,156)   12,385,274    -130.9%

 

Revenue

 

Total revenue decreased by $754,688 to $0 for the six months ended June 30, 2016 compared to $754,688 in the same period in 2015. This decrease in total revenue is primarily due to the sudden departure of the Administrator of SCI Home Health, Inc. (d/b/a Advance Lifecare Home Health). We have transitioned this position to a new Administrator and filed these changes with IDPH (Illinois Department of Public Health). There are claims to be processed and invoiced when IDPH approves, through the uniform process, the new Administrator, we expect this to be resolved in the near future.

 

Gross Profit

 

Gross profit decreased by $688,929 to $0 for the six months ended June 30, 2016 compared to $688,929 in the same period in 2015. This decrease in gross profit is primarily due to the sudden departure of the Administrator of SCI Home Health, Inc. (d/b/a Advance Lifecare Home Health). As described above.

 

Operating Expenses

 

Total operating expenses for the six months ended June 30, 2016 decreased by $8,620,750 to $1,121,219, compared to $9,741,969 during the same period in 2015. The decrease is principally a result of lower stock option expense and common stock issued for services, and lower operating cost for SCI Home Health, Inc. (d/b/a Advance Lifecare Home Health).

 

Other Expenses

 

Total other expenses for the six months ended June 30, 2016 decreased by $589,767 to $193,248, compared to $783,015 during the same period in 2015. The decrease is due to lower interest expense and financing costs for the six months ended June 30, 2016 as a result of penalty interest incurred in the same period in 2015 offset by a gain related to the change in the value of our derivative liability all in connection with the issuance of convertible notes payable during the 2016 period.

 

 19 
  

 

Discontinued Operations

 

On June 30, 2016, we, Blaise J. Wolfrum, M.D., and Behavioral Health Care Associates, Ltd. (“BHCA”) executed a Termination Agreement by which the SPA was terminated effect as of January 1, 2016. BHCA is accounted for as a discontinued operation as of January 1, 2016.

 

The following table displays summarized activity in the Company’s unaudited condensed consolidated statements of operations for discontinued operations during the six months ended June 30, 2015.

 

   Six 
   Months
Ended
 
   June 30, 2015 
     
Revenues  $1,648,053 
Gross profit   715,086 
Income from operations   375,899 
Income before income taxes   375,899 
Income tax expense   - 
Income from operations of discontinued operation   375,899 

 

For the six months ended June 30, 2016, there was no activity in the Company’s unaudited condensed consolidated statement of operations as a result of the Termination Agreement.

 

As a result of the Termination Agreement, the Company recognized a gain from the disposal of BHCA of $4,239,585, principally a result of the cancelation of the $4,550,000 subordinated unsecured note payable.

 

Net Loss

 

The net income for the six months ended June 30, 2016 was $2,925,118, an increase of $12,385,274 compared to a net loss of $9,460,156 during the same period in 2015, as a result of factors described above, principally the gain on the disposition of BHCA.

 

Liquidity and Capital Resources

 

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. As of June 30, 2016, our working capital deficit amounted to $2,520,932, a decrease of $3,874,885 as compared to working capital deficit of $6,395,817 as of December 31, 2015. This decrease is primarily a result of the cancelation of the $4,550,000 subordinated unsecured note payable as a result of the Termination Agreement with BHCA. Working capital deficit at June 30, 2016 included current assets of $29,643 offset by current liabilities of $2,550,575.

 

Net cash used in operating activities was $226,238 during the six months ended June 30, 2016 compared to net cash provided by operating activities of $74,148 in the same period in 2015. The increase in cash used in operating activities is primarily attributable the lack of revenue generated from operations in 2016.

 

Net cash used in investing activities during the six months ended June 30, 2016 was $481,188 compared to $3,767 in the same period in 2015. The increase was a result of the cash retained by BHCA as a result of the Termination Agreement.

 

Net cash provided by financing activities during the six months ended June 30, 2016 was $232,862 compared to $198,763 in the same period in 2015. The increase is primarily a result of the proceeds from convertible notes payable and advances from related parties.

 

 20 
  

 

Cash Requirements

 

Our future capital requirements will depend on numerous factors, including the extent we continue to make acquisitions and our ability to control costs. It’s estimated the minimum amount of capital the company needs to raise over the next twelve months is $30,000,000 to pay debts incurred in connection with the Company’s acquisition of BHCA, SCI and Grace, Watson, Affordable and Traditions and continue operations. We will be reliant upon shareholder loans, private placements or public offerings of debt and equity to fund our planned acquisitions and systems roll-out. There can be no assurance that additional capital will be available to us. Other than the Standby Equity Purchase Agreement we entered into with Lambert Private Equity, LLC to sell, subject to certain restrictions and conditions, up to $100,000,000 (which can be extended to $200,000,000 under the same terms) of our common stock, we currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. We are not currently eligible to sell all of the securities under the Standby Equity Purchase Agreement and cannot determine when we will meet all the requirements necessary in order to begin selling securities under this agreement. Consequently, we have no arrangements or plans currently in effect that would allow us to immediately raise capital and our inability to raise funds for the above purposes will have a severe negative impact on our ability to carry out our plans to complete acquisitions and fund our operations.

 

We do not currently have any contractual restrictions on our ability to incur debt and, accordingly we could incur significant amounts of indebtedness to finance operations. Any such indebtedness could contain covenants which would restrict our operations.

 

Going Concern

 

As reflected in the unaudited consolidated financial statements of the Company included in this report, we reported a net loss from continuing operations of $1,121,219 and at June 30, 2016, a working capital deficit, stockholders’ deficit and accumulated deficit of $2,520,932 and $61,002,003, respectively. These matters raise substantial doubt about our ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on our ability to further implement our business plan, raise additional capital, and generate positive cash flow. The unaudited consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

 

Critical Accounting Policies

 

We have identified the following policies below as critical to our business and results of operations. Our reported results are impacted by the application of the following accounting policies, certain of which require management to make subjective or complex judgments. These judgments involve making estimates about the effect of matters that are inherently uncertain and may significantly impact quarterly or annual results of operations. For all of these policies, management cautions that future events rarely develop exactly as expected, and the best estimates routinely require adjustment. Specific risks associated with these critical accounting policies are described in the following paragraphs.

 

Use of Estimates in the Preparation of Financial Statements

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Derivative Financial Instruments

 

We evaluate all of our agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, we use the Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. Our only derivative financial instrument was an embedded conversion feature associated with convertible notes due to the conversion price being a percentage of the market price of our common stock.

 

Stock-based Compensation

 

ASC 718, “Compensation-Stock Compensation” requires recognition in the financial statements of the cost of employee services received in exchange for an award of equity instruments over the period the employee is required to perform the services in exchange for the award (presumptively the vesting period). We measure the cost of employee services received in exchange for an award based on the grant-date fair value of the award. We account for non-employee share-based awards based upon ASC 505-50, “Equity-Based Payments to Non-Employees.” ASC 505-50 requires the costs of goods and services received in exchange for an award of equity instruments to be recognized using the fair value of the goods and services or the fair value of the equity award, whichever is more reliably measurable. The fair value of the equity award is determined on the measurement date, which is the earlier of the date that a performance commitment is reached or the date that performance is complete. Generally, our awards do not entail performance commitments. When an award vests over time such that performance occurs over multiple reporting periods, we estimate the fair value of the award as of the end of each reporting period and recognize an appropriate portion of the cost based on the fair value on that date. When the award vests, we adjust the cost previously recognized so that the cost ultimately recognized is equivalent to the fair value on the vesting date, which is presumed to be the date performance is complete.

 

 21 
  

 

Inflation

 

In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.

 

Off-Balance Sheet Arrangements

 

Under SEC regulations, we are required to disclose our off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. As of June 30, 2016 we have no off-balance sheet arrangements.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Because we are a Smaller Reporting Company, we are not required to provide the information required by this item.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, our principal executive officer and principal accounting officer concluded as of the Evaluation Date that our disclosure controls and procedures were not effective such that the material information required to be included in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to us, and was made known to them by others within those entities, particularly during the period when this report was being prepared.

 

The specific material weaknesses identified by our management relate to limited resources and our inadequate number of personnel to allow for proper segregation of duties and the requisite internal controls and application of GAAP. John F. Wallin functions as our Chief Executive Officer and Chief Financial Officer and as such, has not established adequate processes and channels of communication to provide the timely and accurate flow of information to others. This weakness in internal controls has prevented the timely recording of company transactions and execution of reliable financial closing procedures. Management has determined that our internal audit function is also significantly deficient due to insufficient resources to perform internal audit functions. Finally, management determined that the lack of an Audit Committee of our Board of Directors also contributes to insufficient oversight of our accounting and audit functions. Also, certain aspects of the financial reporting process were materially deficient because it lacked a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with the Company’s financial reporting requirements.

 

We expect to be materially dependent upon a third party to provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.

 

Our management, including our principal executive officer and our principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected.

 

Changes in Internal Control over Financial Reporting

 

There were no changes identified in connection with our internal control over financial reporting during the six months ended June 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 22 
  

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

While we are not currently a party to any material pending legal proceedings, from time to time we may be named as a party to lawsuits in the normal course of our business.

 

Item 1A. Risk Factors.

 

Not applicable to smaller reporting companies.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

        Incorporated by Reference    
Exhibit
No.
  Description   Form   Exhibit
Number in
form
  Date of
Filing
  Filed or
Furnished
Herewith
                     
3.1   Certificate of Incorporation   10   3.1   08/28/2008    
                     
3.2   Certificate of Amendment of Certificate of Incorporation   S-1   3.1.2   05/22/2012    
                     
3.3   Bylaws of the Company   10   3.2   08/28/2008    
                     
3.4   Certificate of Designations of 8% Convertible Preferred Stock   8-K   3.4   5/13/2015    
                     
10.1   Subscription Agreement by and among Accelera Innovations, Inc. and Synergistic Holdings, LLC, dated as of June 13, 2011   8-K   10.1   06/17/2011    
                     
10.2   Consulting Agreement by and among Accelera Innovations, Inc. and Accelerated Venture Partners, LLC, dated as of June 16, 2011   8-K   10.4   06/17/2011    
                     
10.3   Licensing internet based software (CareNav) by and among Accelera Innovations, Inc. and Synergistic Holdings   8-K   10.1   08/29/2011    
                     
10.4   First Amendment and Modification to Licensing Agreement between Synergistic Holdings, LLC and Accelera Innovations, Inc. dated as of April 13, 2012.   8-K   10.1   04/16/2012    
                     
10.5   Company creates 2011 Employee Director and Consultant Stock Plan   10-K   10.6   04/16/2012    
                     
10.6+   Employment Agreement by and among Accelera Innovations, Inc. and John Wallin as CEO   8-K   10.1   04/30/2012    

 

 23 
  

 

10.7+   Employment Agreement by and among Accelera Innovations, Inc. and James Millikan as COO   8-K   10.2   04/30/2012    
                     
10.8+   Employment Agreement by and among Accelera Innovations, Inc. and Cindy Boerum as CSO   8-K   10.3   04/30/2012    
                     
10.9   Lock-up and Leek-out Agreement between Accelera Innovations, Inc. and holder of common stock of Accelera Innovations, Inc.   S-1   10.5   05/22/2012    
                     
10.10   Stock Purchase Agreement by and among Accelera Innovations, Inc. and Behavioral Health Care Associates Ltd   8-K   10.1   12/02/2013    
                     
 10.11   Operating Agreement by and among Accelera Innovations, Inc. and Accelera Healthcare Management Service Organization LLC   8-K   10-2   12/02/2013    
                     
10.12   Security Agreement by and among Company and Blaise J. Wolfrum MD for Behavioral Health Care Associates Ltd   8-K   10-3   12/02/2013    
                     
10.13   Secured Promissory Note in reference to Stock Purchase Agreement by and among Company and Blaise Wolfrum MD for Behavioral Health Care Associates Ltd   8-K   10-4   12/02/2013    
                     
10.14   Assignment of Stock in reference to Stock Purchase Agreement by and among Company and Blaise Wolfrum for Behavioral Health Care Associates Ltd   8-K   10-5   12/02/2013    
                     
10.15+   Employment Agreement by and among Accelera Innovations, Inc. and Blaise Wolfrum MD as President of the Accelera business unit Behavioral Health Care Associates Ltd,   8-K   10-6   12/02/2013    
                     
10.16   Lock-up and Leak-Out Agreement between Company and Blaise Wolfrum MD   8-K   10-7   12/02/2013    
                     
10.17   Purchase Agreement by and among Accelera Innovations, Inc. and At Home Health Services LLC and All Staffing Services LLC   8-K   10-1   12/16/2013    
                     
10.18   Operating Agreement by and among Accelera Innovations, Inc. and At Home Health Management LLC   8-K   10-2   12/16/2013    
                     
10.19+   Employment Agreement by and among Accelera Innovations, Inc. and Rose M. Gallagher as President of Accelera business unit At Home Health   8-K   10-3   12/16/2013    
                     
10.20+   Employment Agreement by and among Accelera Innovations, Inc. and Daniel P. Gallagher as Director of Marketing and Business Development at Home Health   8-K   10-4   12/16/2013    
                     
10.21   Second Amendment and Modification to Software Technology agreement payment dates by and among Accelera Innovations, Inc. and Synergistic Holdings LLC   10-K   10.20   04/15/2014    
                     
10.22+   Employment Agreement by and among Accelera Innovations, Inc. and Daniel Freeman as CFO   8-K   10.1   10/08/2014    
                     
10.23   Stock Purchase Agreement by and among Accelera Innovations, Inc. and SCI Home Health Inc.   8-K   10-1   10/14/2014    

 

 24 
  

 

10.24   Promissory Note by and among Accelera Innovations, Inc. and AOK Property Investments LLC to purchase SCI Home Health Inc.   8-K   10-2   10/14/2014    
                     
10.25   Stock Purchase Agreement by and among Accelera Innovations, Inc. and Grace Home Health Care. Employment Agreement by and among Accelera Innovations, Inc. and Angelo L. Cadiente as CEO of the Accelera business unit Grace Home Health   8-K   10.1   12/04/2014    
                     
10.26   Asset Purchase Agreement by and among Accelera Innovations, Inc. and Watson Health Care Inc. and Affordable Nursing, Inc. dated November 25, 2014.   8-K   10.2   12/04/2014    
                     
 10.28   Amendment to Purchase Agreement between Accelera Innovations, Inc. and Traditions Home Health Care Inc. dated January 5, 2015.               X
                     
10.29   Amendment dated May 7, 2015 to First Amendment and Modification to Licensing Agreement between Synergistic Holdings, LLC and Accelera Innovations, Inc. dated as of April 13, 2012.               X
                     
10.30   Separation Agreement between Accelera Innovations, Inc. and Daniel Freemen dated as of May 8, 2015.               X
                     
10.31   Amendment dated May 7, 2015 to Stock Purchase Agreement by and among Accelera Innovations, Inc. and Grace Home Health Care dated November 25, 2014.               X
                     
10.32   Amendment dated May 10, 2015 to Asset Purchase Agreement by and among Accelera Innovations, Inc., Watson Health Care Inc. and Grace Affordable Nursing, Inc. dated November 25, 2014.               X
                     
31.1   Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer and Principal Financial Officer               X
                     
32.1   Section 1350 Certification of Principal Executive Officer and Principal Financial Officer               X
                     
101.INS   XBRL Instance               X
101.SCH   XBRL Taxonomy Extension Schema               X
101.CAL   XBRL Taxonomy Extension Calculation Linkbase               X
101.DEF   XBRL Taxonomy Extension Definition Linkbase               X
101.LAB   XBRL Taxonomy Extension Labels Linkbase               X
101.PRE   XBRL Taxonomy Extension Presentation Linkbase               X

 

+ Management compensation plan or arrangement.

 

 25 
  

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated: August 19, 2016  
   
  ACCELERA INNOVATIONS, INC.
     
  By: /s/ John F. Wallin
    John F. Wallin
    Chief Executive Officer (Principal Executive Officer) and
Chief Financial Officer (Principal Financial and Accounting Officer)

 

 26