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, 2017

 

[  ] 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 [X] No [  ].

 

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 [  ] (Do not check if a smaller reporting company)

Smaller Reporting Company [X]

 

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: 81,407,673 shares of common stock, par value $.0001 per share, outstanding as of August 11, 2017.

 

 

 

INDEX

 

			Page
Part I. Financial Information
Item 1.	Financial Statements		4
	Condensed Consolidated Balance Sheets as of June 30, 2017 (unaudited) and December 31, 2016		4
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2017 and 2016 (unaudited)		5
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2017 and 2016 (unaudited)		6
	Notes to Unaudited Condensed Consolidated Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		21
Item 4.	Controls and Procedures		21
Part II. Other Information
Item 1.	Legal Proceedings		22
Item 1A.	Risk Factors		22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		22
Item 3.	Defaults Upon Senior Securities		22
Item 4.	Mine Safety Disclosures		22
Item 5.	Other Information		22
Item 6.	Exhibits		22
Signatures			23

 

 

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, 2016, as filed with the Securities and Exchange Commission (the “SEC”) on August 12, 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.

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. Financial Statements

 

ACCELERA INNOVATIONS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

 

		June 30, 2017				December 31, 2016
ASSETS
Current Assets:
Cash		$	-			$	-
Accounts receivable, net			-				2,750
Total current assets			-				2,750
Property and equipment, net			5,889				6,889
TOTAL ASSETS		$	5,889			$	9,639
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Short-term notes payable		$	886,166			$	886,166
Advances from related party			435,592				403,092
Accounts payable			483,803				465,379
Accrued expenses			339,684				333,471
Convertible note, net of discount of $0 and $19,395			165,309				155,277
Derivative liability			168,067				149,269
Total current liabilities			2,478,621				2,392,654
Commitment and contingencies (Note 12)			-				-
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, 81,407,673 and 69,569,444 shares issued and outstanding at June 30, 2017 and December 31, 2016			8,140				6,957
Additional paid-in capital			59,254,792				59,222,837
Accumulated deficit			(61,735,684	)			(61,612,829	)
Total stockholders' deficit			(2,472,732	)			(2,383,015	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	5,889			$	9,639

 

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

 

 

ACCELERA INNOVATIONS, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Operations

(unaudited)

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2017				2016				2017				2016
						(restated)								(restated)
Revenues		$	-			$	-			$	-			$	-
Cost of revenues			-				-				-				-
Gross profit			-				-				-				-
Operating expenses:
General and administrative expenses			34,175				416,059				82,175				1,121,219
Total operating expenses			34,175				416,059				82,175				1,121,219
Loss from operations			(34,175	)			(416,059	)			(82,175	)			(1,121,219	)
Other income (expense)
Interest expense and financing costs			(5,319	)			(195,694	)			(21,882	)			(286,170	)
Change in fair value of derivative liability			(7,862	)			39,385				(18,798	)			92,922
Total other income (expenses)			(13,181	)			(156,309	)			(40,680	)			(193,248	)
Loss before provision for taxes			(47,356	)			(572,368	)			(122,855	)			(1,314,467	)
Provision for income taxes			-				-				-				-
Net loss		$	(47,356	)		$	(572,368	)		$	(122,855	)		$	(1,314,467	)
Preferred stock dividend			15,835				15,835				31,495				31,669
Net loss attributed to common stockholders		$	(63,191	)		$	(588,203	)		$	(154,350	)		$	(1,346,136	)
Weighted average shares outstanding - basic and diluted			80,447,453				46,761,216				78,768,026				45,950,776
Loss per share - basic and diluted		$	(0.00	)		$	(0.01	)		$	(0.00	)		$	(0.03	)

 

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

 

 

ACCELERA INNOVATIONS, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Cash Flows

(unaudited) 

 

		Six Months Ended June 30,
		2017				2016
						(restated)
OPERATING ACTIVITIES:
Net loss		$	(122,855	)		$	(1,314,467	)
Adjustments to reconcile net loss to  net cash used in operating activities:
Depreciation			1,000				1,000
Stock options expense			15,000				921,144
Amortization of debt discount			19,395				122,474
Change in fair value of derivative liability			18,798				(92,922	)
Financing costs associated with convertible note			-				135,533
Change in current assets and liabilities:
Accounts receivable			2,750				-
Prepaid expenses and other current assets							150
Accounts payable			18,424				(10,504	)
Accrued expenses			14,988				11,354
Net cash used in operating activities			(32,500	)			(226,238	)
FINANCING ACTIVITIES:
Proceeds from convertible notes			-				77,500
Payment on notes payable			-				(18,700	)
Cash overdraft			-				442
Advances from (payments to) related parties			32,500				166,996
Net cash provided by financing activities			32,500				226,238
NET DECREASE IN CASH			-				-
CASH, BEGINNING BALANCE			-				-
CASH, ENDING BALANCE		$	-			$	-
CASH PAID FOR:
Interest		$	-			$	-
Income taxes		$	-			$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Convertible notes and accrued interest converted to common stock		$	18,138			$	24,000

 

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

 

 

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. (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 (“Synergistic”) 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 its 5,000,000 shares of the Company’s common stock, par value $0.0001 per share, for cancellation. Following these transactions, Synergistic owned 93.15% of the Company’s 18,250,000 issued and outstanding shares of common stock, par value $0.0001 per share, and the interest of Accelerated Venture Partners, LLC was reduced to approximately 6.85% of the total issued and outstanding shares. Concurrent with the share purchase, Timothy Neher resigned from the Company’s Board of Directors and John Wallin was 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.

 

The Company 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 currently owns 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 (“GAAP”).

 

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, 2016. The results of the six months ended June 30, 2017 are not necessarily indicative of the results to be expected for the full year ending December 31, 2017.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

PRINCIPLES OF CONSOLIDATION - The Company operates companies in the personal health care industry. The Company operates out of one service center serving the Chicago, Illinois area. The consolidated financial statements for the year ended December 31, 2016 include the accounts of the Company and its 100% owned subsidiary SCI, Significant intercompany accounts and transactions have been eliminated in consolidation.

 

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, 2017 and December 31, 2016, 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. For most accounts greater than 180 days, the Company carries a 100% allowance. Uncollectible accounts are charged off when all reasonable efforts to collect the accounts have been exhausted.

 

 

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, 2017 and December 31, 2016, 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 deducts the provision 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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.

 

 

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, 2017 and December 31, 2016.

 

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, 2017 and December 31, 2016, the Company identified the following liability that is required to be presented on the balance sheet at fair value (see Note 8):

 

		Fair Value				Fair Value Measurements at
		As of				June 30, 2017
Description		June 30, 2017				Using Fair Value Hierarchy
						Level 1				Level 2				Level 3
Derivative liability - conversion feature		$	168,067			$	-				168,067				-
Total		$	168,067			$	-				168,067				-

 

		Fair Value				Fair Value Measurements at
		As of				December 31, 2016
Description		December 31, 2016				Using Fair Value Hierarchy
						Level 1				Level 2				Level 3
Derivative liability - conversion feature		$	149,269			$	-				149,269				-
Total		$	149,269			$	-				149,269				-

 

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

In January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for interim and annual periods beginning after December 15, 2017 and should be applied prospectively on or after the effective date. The Company is in the process of evaluating the impact of ASU 2017-01 on its financial statements.

 

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires restricted cash to be presented with cash and cash equivalents on the statement of cash flows and disclosure of how the statement of cash flows reconciles to the balance sheet if restricted cash is shown separately from cash and cash equivalents on the balance sheet. ASU 2016-18 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of evaluating the impact of ASU 2016-18 on its financial statements.

 

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory, which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-16 is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of ASU 2016-16 on its financial statements.

 

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance for targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice. ASU 2016-15 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of evaluating the impact of ASU 2016-15 on its statements of cash flows.

 

In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. ASU 2016-09, which amends several aspects of accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, and classification in the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016, with early adoption permitted. The Company is in the process of evaluating the impact of ASU 2016-09 on its financial statements.

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842 . ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of ASU 2016-02 on its financial statements.

 

In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern , which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. ASU 2014-15 requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods thereafter. Early adoption is permitted. The Company is in the process of evaluating the impact of ASU 2014-15 on its financial statements and disclosures.

 

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current GAAP and replace it with a principle-based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact of ASU 2014-09 on its financial statements and disclosures.

 

 

Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

 

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, 2017 and December 31, 2016 consist of the following:

 

		June 30, 2017				December 31, 2016
Furniture and fixtures		$	3,940			$	3,940
Office equipment			5,641				5,641
			9,581				9,581
Less accumulated depreciation			(3,692	)			(2,692	)
Property and equipment, net		$	5,889			$	6,889

 

Depreciation expense for the six months ended June 30, 2017 and 2015 was $1,000 and $1,000, respectively.

 

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 incurred a net loss for the six months ended June 30, 2017 and the year ended December 31, 2016 of $122,855 and $1,925,294, respectively, and had an accumulated deficit of $61,735,684 as of June 30, 2017. 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 Company’s only operating subsidiary 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 the IDPH (Illinois Department of Public Health). There are claims to be processed and invoiced when IDPH approves; through the uniform process and the new SCI 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 - SHORT-TERM NOTES PAYABLES

 

Short-term notes payable at June 30, 2017 and December 31, 2016 consisted of the following:

 

		June 30, 2017				December 31, 2016
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			16,659				16,659
		$	886,166			$	886,166

 

 

(1) The Company entered into a $344,507 promissory note (the “Trust Note”) with the Rose. M Gallagher Revocable Trust (the “Trust”) in conjunction with a settlement agreement dated December 23, 2014. The Trust Note bears interest at 11.0% per annum. The first payment of $25,000 was due on March 1, 2015, with the final principal and interest payment due on June 1, 2015. 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 promised to pay $1,000 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, Advanced Life Management, LLC (“ALM”) , 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 was due on January 15, 2015 and bears interest in the amount of 500,000 shares of the Company’s common stock, which interest was 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.

 

NOTE 6 - CONVERTIBLE NOTES

 

Convertible notes at June 30, 2017 and December 31, 2016 consist of the following:

 

		June 30, 2017				December 31, 2016
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.			-				9,363
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.			46,625				46,625
Total convertible notes			165,309				174,672
Unamortized debt discount			-				(19,395	)
Convertible notes, net of discount		$	165,309			$	155,277

 

 

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 $19,395 and $122,474 during the six months ended June 30, 2017 and 2016, respectively, related to the amortization of the debt discount.

 

A rollfoward of the convertible note from December 31, 2016 to June 30, 2017 is below:

 

Convertible notes, December 31, 2016		$	155,277
Conversion to common stock			(9,363	)
Amortization of debt discounts			19,395
Convertible notes, June 30, 2017		$	165,309

 

NOTE 7 - DERIVATIVE LIABILITY

 

The convertible note discussed in Note 6 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, 2017 and December 31, 2016:

 

		June 30, 2017				December 31, 2016
Stock price		$	0.003			$	0.0051
Risk free rate			0.59	%			0.59	%
Volatility			325	%			325	%
Conversion/Exercise price			$ 0.0015 - 0.0018				$ 0.0025 - 0.007
Dividend rate			0	%			0	%
Terms (years)			0.1 to 0.2				0.1 to 0.7

 

The following table represents the Company’s derivative liability activity for the period ended June 30, 2017:

 

Derivative liability at December 31, 2016		$	149,269
Change in fair value of derivative liability during period			18,798
Derivative liability at June 30, 2017		$	168,067

 

NOTE 8 - 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 stated 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, 2017 and December 31, 2016.

 

There are 100,000,000 shares of $.0001 par value common shares authorized. The Company has 81,407,673 and 69,569,444 issued and outstanding shares as of June 30, 2017 and December 31, 2016, respectively.

 

During the six months ended June 30, 2017, the Company issued 8,589,229 shares for the conversion of $9,363 and $8,775 of convertible notes payable and accrued interest, respectively. In addition, the Company also issued 3,249,000 shares for the exercise of stock options.

 

NOTE 9 - 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 $15,000 and $921,144 for the six months ended June 30, 2017 and 2016, respectively, which were included in general and administrative expenses. As of June 30, 2017, there was $15,000 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 0.75 years.

 

The following is a summary of the outstanding options, as of June 30, 2017:

 

														Weighted
						Weighted				Weighted				Average
						Average				Average				Remaining
		Options				Intrinsic				Exercise				Contractual
		Outstanding				Value				Price				Life
Outstanding, December 31, 2016			5,803,250				3.89				0.0001				0.5
Granted			-
Exercised			(3,249,000	)
Forfeited/Expires			-
Outstanding, June 30, 2017			2,554,250				3.89				0.0001				1.95
Exercisable, June 30, 2017			2,554,250				3.89				0.0001				1.95

 

 

NOTE 10 - RELATED PARTY TRANSACTIONS

 

On December 5, 2014, the Company and Synergistic, a major 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 licensing agreement entered into between the Company and Synergistic (the “Licensing Agreement”) to reduce the total amount of reimbursable distribution and commercialization expenses due under the Licensing agreement by $585,181 to $29,414,819 and defer the date of certain payment obligations by the Company under the Licensing Agreement as follows:

 

	(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.

 

No payments have been made to date.

 

On May 7, 2015, the Company and Synergistic agreed to amend the 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 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 Licensing Agreement was amended to delete the Company’s exclusive rights under such agreement.

 

At June 30, 2017 and December 31, 2016, advances from related party was $435,592 and $403,092, respectively. These advances are non-interest bearing and payable upon demand.

 

NOTE 11 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

 

On November 11, 2013, the Company entered into a stock purchase agreement with Behavioral Health Care Associates, Ltd. (“BHCA”) to purchase 100% of the issued and outstanding share of BHCA common stock for $4,550,000. The purchase price was to be paid in installments over a period of approximately 24 months. The Company originally recorded the purchase of BHCA on November 11, 2013 and began consolidating the operating results of BHCA from that date. The Company never made any of the required installment payments in accordance with the stock purchase agreement and the stock of BHCA was never transferred to the Company. As a result, the Company has determined that the financial statements of BHCA should have never been consolidated with those of the Company since the Company was never able to take control of BHCA due to non-payment of the purchase price. The prior year financial statements have been restated to remove BHCA from the consolidated financial statements of the Company.

 

The following tables present the restated financial statements for the six months ended June 30, 2015. All the adjustments are a result of removing BHCA from the Company’s consolidated financial statements.

 

 

ACCELERA INNOVATIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2016

 

		As Originally				Amount of
		Presented				Restatement				As Restated
Revenues		$	-			$	-			$	-
Cost of revenues			-				-				-
Gross profit			-				-				-
Operating expenses:
General and administrative expenses			1,121,219				-				1,121,219
Total operating expenses			1,121,219				-				1,121,219
Loss from operations			(1,121,219	)			-				(1,121,219	)
Other income (expense)
Interest expense and financing costs			(286,170	)			-				(286,170	)
Change in fair value of derivative liability			92,922				-				92,922
Total other income (expenses)			(193,248	)			-				(193,248	)
Loss before provision for taxes			(1,314,467	)			-				(1,314,467	)
Provision for income taxes			-				-				-
Net loss from continuing operations			(1,314,467	)		$	-			$	(1,314,467	)
Discontinued operations, net of tax
Gain from disposal of discontinued operation			4,239,585				(4,239,585	)			-
Net income (loss)		$	2,925,118				(4,239,585	)			(1,314,467	)
Preferred stock dividend			31,669				-				31,669
Net loss attributed to common stockholders		$	2,893,449			$	(4,239,585	)		$	(1,346,136	)
Weighted average shares outstanding - basic and diluted			45,950,776				-				45,950,776
Income (loss) per share - basic and diluted		$	0.06			$	(0.09	)		$	(0.03	)

 

 

ACCELERA INNOVATIONS, INC. AND SUBSIDIARIES

CONSENSED CONSOLIDATED STATEMENT OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, 2016

 

		As Originally				Amount of
		Presented				Restatement				As Restated
OPERATING ACTIVITIES:
Net income (loss)		$	2,925,118			$	(4,239,585	)		$	(1,314,467	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on discontinued operations			(4,239,585	)			4,239,585				-
Depreciation			1,000				-				1,000
Stock options expense			921,144				-				921,144
Amortization of debt discount			122,474				-				122,474
Change in fair value of derivative liability			(92,922	)			-				(92,922	)
Financing costs associated with convertible note			135,533				-				135,533
Change in current assets and liabilities:
Prepaid expenses and other current assets			150				-				150
Accounts payable			(10,504	)			-				(10,504	)
Accrued expenses			11,354				-				11,354
Net cash used in operating activities			(226,238	)			-				(226,238	)
INVESTING ACTIVITIES:
Cash retained by discontinued operation			(481,188	)			481,188				-
Net cash used in investing activities			(481,188	)			481,188				-
FINANCING ACTIVITIES:
Proceeds from convertible notes			77,500				-				77,500
Payment on notes payable			(18,700	)			-				(18,700	)
Cash overdraft			7,066				(6,624	)			442
Advances from (payments to) related parties			166,996				-				166,996
Net cash provided by financing activities			232,862				(6,624	)			226,238
NET INCREASE (DECREASE) IN CASH			(474,564	)			474,564				-
CASH, BEGINNING BALANCE			474,564				(474,564	)			-
CASH, ENDING BALANCE		$	-			$	-			$	-
CASH PAID FOR:
Interest		$	-			$	-			$	-
Income taxes		$	-			$	-			$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Convertible notes and accrued interest converted to common stock		$	24,000			$	-			$	24,000

 

NOTE 12 – COMMITMENTS AND CONTINGENCIES

 

LG Capital Funding, LLC (“LG”) loaned approximately $50,000 on May 5, 2016 which is currently in default. LG filed a lawsuit in U.S. District Court Eastern District in New York. The parties are attempting to settle the matter and settlement negotiations have been going on for the past few weeks. A status hearing on the case is scheduled for August 14, 2017.

 

 

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

 

Plan of Operations

 

We are a healthcare service company focused on acquiring companies primarily in the post-acute care patient services and information technology services industries. In October 2014, we acquired SCI Home Health, Inc. (d/b/a Advance Lifecare Home Health), an Illinois corporation (“SCI”) that offers home health services to patients in the Chicago, Illinois area. In addition, we planned to acquire an interest in several other home health care service providers; however, each of those transactions was abandoned by mutual agreements of the parties in January 2016.

 

In January 2017, we began to consider transitioning from being a home health agency acquirer to a company involved in assisted living real estate transactions.

 

Because we had a cash of $0 at June 30, 2017, which is insufficient to fund our operations and an accumulated deficit $61,688,328 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, 2016 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.

 

Recent Developments

 

On April 1, 2017, James Millikan retired as our Chief Operating Officer.

 

On April 20, 2017, John Wallin, acting CEO and CFO retired and submitted his resignation. Geoffrey Thompson, current Chairman of the Board became the interim CEO and CFO. Cynthia Boerum, current Chief Strategic Officer became the interim COO.

 

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 following is a summary of the Company’s operational results for the three and six months ended June 30, 2017 and 2016:

 

		Three Months Ended
		June 30,				June 30,				Dollar				Percentage
		2017				2016				Change				Change
Revenue		$	-			$	-			$	-				-
Cost of revenue			-				-				-				-
Gross profit			-				-				-				-
Total operating expenses			34,175				416,059				(381,884	)			-91.8	%
Other expense			(13,181	)			(156,309	)			143,128				-91.6	%
Net loss			(47,356	)			(572,368	)			525,012				-91.7	%

 

Revenue

 

We had no revenue for the three months ended June 30, 2017 and 2016.

 

Operating Expenses

 

Total operating expenses for the three months ended June 30, 2017 decreased by $381,884 to $34,175, compared to $416,059 during the same period in 2016. The decrease is principally a result of lower stock option expense in 2017.

 

Other Expenses

 

Total other expenses for the three months ended June 30, 2017 decreased by $143,128 to $13,181, compared to $156,309 during the same period in 2016. The decrease is due to lower interest expense and financing costs for the three months ended June 30, 2017 as a result of a decrease in the amortization of debt discounts in 2017offset by a loss related to the change in the value of our derivative liability compared gain during the same period in 2016.

 

 

Net loss

 

The net loss for the three months ended June 30, 2017 was $122,855, a decrease of $1,191,612 compared to $1,314,467 during the same period in 2016, as a result of factors described above.

 

		Six Months Ended
		June 30,				June 30,				Dollar				Percentage
		2017				2016				Change				Change
Revenue		$	-			$	-			$	-				-
Cost of revenue			-				-				-				-
Gross profit			-				-				-				-
Total operating expenses			82,175				1,121,219				(1,039,044	)			-92.7	%
Other expense			(40,680	)			(193,248	)			152,568				-78.9	%
Net loss			(122,855	)			(1,314,467	)			1,191,612				-90.7	%

 

Revenue

 

We had no revenue for the six months ended June 30, 2017 and 2016.

 

Operating Expenses

 

Total operating expenses for the six months ended June 30, 2017 decreased by $1,039,044 to $82,175, compared to $1,121,219 during the same period in 2016. The decrease is principally a result of lower stock option expense in 2017.

 

Other Expenses

 

Total other expenses for the six months ended June 30, 2017 decreased by $152,568 to $40,680, compared to $193,248 during the same period in 2016. The decrease is due to lower interest expense and financing costs for the six months ended June 30, 2017 as a result of a decrease in the amortization of debt discounts in 2017offset by a loss related to the change in the value of our derivative liability compared gain during the same period in 2016.

 

Net loss

 

The net loss for the six months ended June 30, 2017 was $122,855, a decrease of $1,191,612 compared to $1,314,467 during the same period in 2016, as a result of factors described above.

 

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, 2017, our working capital deficit amounted to $2,478,621, an increase of $88,717 as compared to working capital deficit of $2,389,904 as of December 31, 2016. This increase is primarily a result of an increase in advances from related party, accrued expenses and derivative liability.

 

Net cash used in operating activities was $32,500 during the six months ended June 30, 2017 compared to $226,238 in the same period in 2016. The decrease in cash used in operating activities is primarily attributable a reduction in the operations for 2017.

 

Net cash used in investing activities during the six months ended June 30, 2017 was $0 compared to $0 in the same period in 2016.

 

Net cash provided by financing activities during the six months ended June 30, 2017 was $32,500 compared to $226,238 in the same period in 2016. The decrease is primarily a result of a decrease in the proceeds from convertible notes payable and advances from related parties in 2017.

 

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. We estimate that we will need to raise a minimum amount of $5,000,000 over the next 12 months to pay debts incurred, fund future acquisitions 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 rollout. 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 that 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 of $122,855 and at June 30, 2017, a working capital deficit, stockholders’ deficit and accumulated deficit of $2,478,621, $2,472,732 and $61,735,684, 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.

 

Principles of Consolidation

 

We operate companies in the personal health care industry. We operate out of one service center serving the Chicago, Illinois area. The consolidated financial statements include the accounts of the Company and its 100% owned subsidiary SCI., Significant intercompany accounts and transactions have been eliminated in consolidation

 

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.

 

 

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

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

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. Geoffrey Thompson 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, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

LG Capital Funding, LLC (“LG”) loaned approximately $50,000 on May 5, 2016 which is currently in default. LG filed a lawsuit in U.S. District Court Eastern District in New York. The parties are attempting to settle the matter and settlement negotiations have been going on for the past few weeks. A status hearing on the case is scheduled for August 14, 2017.

 

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.

 

Exhibit No.		Description
31.1		Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer and Principal Financial Officer
32.1		Section 1350 Certification of Principal Executive Officer and Principal Financial Officer
101.INS		XBRL Instance
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Labels Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase

 

 

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 11, 2017
	ACCELERA INNOVATIONS, INC.
	By:	/s/ Geoffrey Thompson
		Geoffrey Thompson
		Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer)