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 September 30, 2015

 

[  ] 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  [  ]	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: 44,411,216 shares of common stock, par value $.0001 per share, outstanding as of November 23, 2015.

 

 

 

INDEX

 

			Page
Part I. Financial Information
Item 1.	Financial Statements		4
	Condensed Consolidated Balance Sheets as of September 30, 2015 (unaudited) and December 31, 2014		4
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2015 and 2014 (unaudited)		5
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014 (unaudited)		6
	Notes to Unaudited Condensed Consolidated Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		23
Item 4.	Controls and Procedures		23
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		24
Item 3.	Defaults Upon Senior Securities		24
Item 4.	Mine Safety Disclosures		24
Item 5.	Other Information		24
Item 6.	Exhibits		24
Signatures			27

 

 

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, 2014, as filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2015, 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

 

		September 30, 2015				December 31, 2014
		(unaudited)				(restated)
ASSETS
Current Assets:
Cash		$	280,807			$	54,862
Accounts receivable, net			763,157				605,796
Due from stockholder			-				109,620
Prepaid expenses and other current assets			18,450				6,026
Total current assets			1,062,414				776,304
Property and equipment, net			9,204				6,381
Security deposit			1,805				1,805
TOTAL ASSETS		$	1,073,423			$	784,490
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Short-term notes payable		$	986,111			$	844,507
Subordinated unsecured note payable			4,550,000				-
Advances from related party			49,708				-
Accounts payable			325,450				88,689
Preferred stock subscription payable			-				793,892
Accrued expenses			372,232				226,099
Unearned revenue			957				957
Derivative liability			95,216				-
Total current liabilities			6,379,674				1,954,144
Long-term subordinated unsecured note payable			-				4,550,000
Convertible note, net of discount of $53,048			2,508				-
TOTAL LIABILITIES			6,382,182				6,504,144
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				-
Common stock, $0.0001 par value, 100,000,000 shares authorized, 44,161,216 and 40,445,926 shares issued and outstanding at September 30, 2015 and December 31, 2014			4,416				4,046
Additional paid-in capital			55,247,316				41,712,345
Common stock issuable			1,566,412				1,566,412
Accumulated deficit			(62,126,923	)			(49,002,457	)
Total stockholders’ deficit			(5,308,759	)			(5,719,654	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	1,073,423			$	784,490

 

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 September 30,								Nine Months Ended September 30,
		2015				2014				2015				2014
Revenues		$	1,179,998			$	631,311			$	3,582,739			$	1,948,644
Cost of revenues			544,520				182,673				1,325,365				1,203,889
Gross profit			635,478				448,638				2,257,374				744,755
Operating expenses:
General and administrative expenses			3,590,638				3,715,285				13,889,675				7,341,912
Total operating expenses			3,590,638				3,715,285				13,889,675				7,341,912
Loss from operations			(2,955,160	)			(3,266,647	)			(11,632,301	)			(6,597,157	)
Other expense
Interest expense and financing costs			(704,782	)			-				(1,487,797	)			-
Change in fair value of derivative liability			(4,368	)			-				(4,368	)			-
Total operating expenses			(709,150	)			-				(1,492,165	)			-
Loss before provision for taxes			(3,664,310	)			(3,266,647	)			(13,124,466	)			(6,597,157	)
Provision for income taxes			-				-				-				-
Net loss from continuing operations			(3,664,310	)			(3,266,647	)			(13,124,466	)			(6,597,157	)
Net loss from discontinued operations, net of tax			-				(94,003	)			-				(269,878	)
Net loss		$	(3,664,310	)		$	(3,360,650	)		$	(13,124,466	)		$	(6,867,035	)
Preferred stock dividend			16,009				-				25,405				-
Net loss attributed to common stockholders		$	(3,680,319	)		$	(3,360,650	)		$	(13,149,871	)		$	(6,867,035	)
Weighted average shares outstanding - basic and diluted			43,734,541				34,380,022				42,218,137				32,380,439
Loss per share - basic and diluted
Continuing operations		$	(0.08	)		$	(0.10	)		$	(0.31	)		$	(0.20	)
Discontinued operations		$	-			$	(0.00	)		$	-			$	(0.01	)

 

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)

 

		Nine Months Ended September 30,
		2015				2014
OPERATING ACTIVITIES:
Net loss		$	(13,124,466	)		$	(6,867,035	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			944				-
Change in purchase price allocation			-				(65,911	)
Goodwill impairment			-				692,668
Stock options expense			3,652,269				4,700,000
Shares issued for services			9,079,200				-
Amortization of debt discount			2,508				-
Change in fair value of derivative liability			4,368				-
Financing costs associated with convertible note			40,848				-
Offering cost for preferred stock subscription			141,430				-
Change in current assets and liabilities:
Accounts receivable			(157,361	)			297,712
Prepaid expenses and other current assets			(12,424	)			(3,785	)
Income taxes payable			-				(12,000	)
Accounts payable			236,761				50,174
Accrued expenses			146,133				97,210
Net cash used in operating activities			10,210				(1,110,967	)
INVESTING ACTIVITIES:
Purchase of property and equipment			(3,767	)			-
Advances to related parties			-				(35,793	)
Net cash used in investing activities			(3,767	)			(35,793	)
FINANCING ACTIVITIES:
Proceeds from the sale of stock			10,000				1,566,412
Proceeds from convertible note			50,000				-
Proceeds from notes payable			250,000				-
Payment on notes payable			(108,396	)			(8,041	)
Advances from (payments to) related parties			17,898				96,586
Payments of due to stockholder			-				(419,084	)
Shareholder advances			-				-
Net cash provided by financing activities			219,502				1,235,873
NET INCREASE IN CASH			225,945				89,113
CASH, BEGINNING BALANCE			54,862				185,744
CASH, ENDING BALANCE		$	280,807			$	274,857
CASH PAID FOR:
Interest		$	-			$	-
Income taxes		$	-			$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Non-cash issuance of common stock		$	-			$	1,201

 

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

 

1. BACKGROUND INFORMATION

 

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”) and SCI Home Health, Inc. (d/b/a Advance Lifecare Home Health) (“SCI”) which offers personal care to patients in the Chicago, Illinois area.

 

2. NATURE OF OPERATIONS AND BASIS OF CONSOLIDATION

 

Accelera was incorporated as a Delaware corporation on April 29, 2008. In 2015 and 2014, Accelera operated companies in the personal health care industry. Accelera operated out of three service centers serving counties in the Chicago, Illinois area. The condensed consolidated financial statements include the accounts of Accelera and its 100% owned subsidiaries, Behavioral Health 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, 2014. The results of the three and six month periods ended September 30, 2015 are not necessarily indicative of the results to be expected for the full year ending December 31, 2015.

 

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 September 30, 2015 and December 31, 2014, 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.

 

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 September 30, 2015, the Company’s only derivative financial instrument was an embedded conversion feature associated with a convertible note due to the conversion price being a percentage of the market price of the Company’s common.

 

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 - Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes resulting from temporary differences. Such temporary differences result from differences in the carrying value of assets and liabilities for tax and financial reporting purposes. The deferred tax assets and liabilities represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

 

The Company adopted the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10), on January 1, 2007. The Company has not recognized a liability as a result of the implementation of ASC 740-10. A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there is no unrecognized benefit since the date of adoption. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

 

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, we 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 September 30, 2015. These financial instruments include stock options granted to the officers in 2015 and 2014.

 

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 September 30, 2015, the Company identified the following liability that is required to be presented on the balance sheet at fair value (see Note 11):

 

						Fair Value Measurements at
		Fair Value				September 30, 2015
		As of				Using Fair Value Hierarchy
Description		September 30, 2015				Level 1				Level 2				Level 3
Derivative liability - conversion feature		$	95,216			$	-				95,216				-
Total		$	95,216			$	-				95,216				-

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in the ASU change the criteria for reporting discontinued operations while enhancing disclosures in this area. It also addresses sources of confusion and inconsistent application related to financial reporting of discontinued operations guidance in U.S. GAAP. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The amendments in the ASU are effective in the first quarter of 2015 for public organizations with calendar year ends. Early adoption is permitted. The Company does not expect the adoption to have a significant impact on its consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. This new standard will replace most existing revenue recognition guidance in U.S. GAAP. The core principle of the ASU is that an entity should recognize revenue for the transfer of goods or services equal to the amount it expects to receive for those goods and services. The ASU requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and estimates, and changes in those estimates. The ASU will be effective for the Company beginning January 1, 2017, and allows for both retrospective and modified- retrospective methods of adoption. The Company is in the process of determining the method of adoption it will elect and is currently assessing the impact of this ASU on its consolidated financial statements and footnote disclosures.

 

 

In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendment in the ASU provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard 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. The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2016. Earlier adoption is permitted. The Company does not expect the adoption to have a significant impact on its consolidated financial statements.

 

In November 2014, the FASB issued ASU No. 2014-16 (ASU 2014-16), Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity . The amendments in this ASU do not change the current criteria in U.S. GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. The amendments clarify that an entity should consider all relevant terms and features, including the embedded derivative feature being evaluated for bifurcation, in evaluating the nature of the host contract. The ASU applies to all entities that are issuers of, or investors in, hybrid financial instruments that are issued in the form of a share and is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The adoption of ASU 2014-16 is not expected to have a material effect on the Company’s consolidated financial statements. Early adoption is permitted.

 

In January 2015, the FASB issued ASU No. 2015-01 (Subtopic 225-20) - Income Statement - Extraordinary and Unusual Items. ASU 2015-01 eliminates the concept of an extraordinary item from US 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 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 financial statements. Early adoption is permitted.

 

In August, 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods with that reporting period.

 

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. The adoption of ASU 2015-016 is not expected to have a material effect on the Company’s 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.

 

 

3. BALANCE SHEET INFORMATION

 

ACCOUNTS RECEIVABLE, NET

 

Accounts receivable, net at September 30, 2015 and December 31, 2014 consist of the following:

 

		September 30, 2015				December 31, 2014
Accounts receivable			964,157				757,896
Less allowance for doubtful accounts			(201,000	)			(152,100	)
		$	763,157			$	605,796

 

PROPERTY AND EQUIPMENT, NET

 

Property and equipment, net at September 30, 2015 and December 31, 2014 consist of the following:

 

		September 30, 2015				December 31, 2014
Furniture and fixtures		$	5,100			$	2,150
Office equipment			5,641				4,824
			10,741				6,974
Less accumulated depreciation			(1,537	)			(593	)
		$	9,204			$	6,381

 

Depreciation expense for the nine months ended September 30, 2015 and 2014 was $944 and $0, respectively.

 

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 $62,126,923 as of September 30, 2015. 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 BHCA, SCI, Traditions Home Care, Inc., Grace Home Health Care, Inc. and Watson Health Care, Inc. and Affordable Nursing, Inc.

 

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.

 

5. DISCONTINUED OPERATIONS

 

On December 31, 2014, the Company entered into a Separation Agreement with At Home Health Services LLC and All Staffing Services, LLC (“LLC’s) to terminate the purchase agreement entered into on December 13, 2013. The historical financial results of the LLC’s 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 nine months ended September 30, 2014.

 

		Three Months				Nine Months
		Ended				Ended
		September 30, 2014				September 30, 2014
Net sales		$	212,697			$	551,697
Operating loss			(94,003	)			(269,878	)
Loss before income taxes			(94,003	)			(269,878	)
Income tax expense			-				-
Loss from discontinued operations, net of tax			(94,003	)			(269,878	)

 

As for the nine months ended September 30, 2015, there was no activity in the Company’s unaudited condensed consolidated statement of operations as a result of the Separation Agreement.

 

6. ACQUISITION – BEHAVIORAL HEALTH CARE ASSOCIATES, LTD.

 

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 Behavior 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. The SPA was amended as of May 30, 2014 and further amended on May 31, 2015.

 

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. Prior to Dr. Wolfram’s receipt of the $1,000,000 payment, he has the right to cancel and terminate the SPA. In addition, as consideration for entering into various amendments to the SPA, the Company issued Dr. Wolfrum a total of 50,000 shares of our common stock which the Company agreed to register for resale upon completion of a public offering of its securities. The payment due on September 30, 2015 of $1,000,000 has not been paid and the acquisition loan is currently in default. The Company is working with Dr. Wolfrum to amendment the payment of the $4,550,000 purchase price.

 

7. ACQUISITION – AT HOME AND ALL STAFFING

 

On December 13, 2013 Accelera entered into a Purchase Agreement with At Home Health Services LLC, All Staffing Services, LLC (together, the “Subject LLCs”) and Rose Gallagher, individually and as Trustee of the Rose M. Gallagher Revocable Trust dated November 30, 1994 (“Gallagher”), pursuant to which Accelera agreed to purchase and Gallagher agreed to sell, all of Gallagher’s interests in the Subject LLCs. The Company also entered into an Operating Agreement with the Subject LLCs.

 

Pursuant to the Purchase Agreement, Accelera agreed to pay Gallagher or her assignee of $1,420,000, with the sum of $500,000 within ninety (90) days of the Initial Closing Date, the sum of $420,000 dollars within eight (8) months of the Initial closing Date, the aforementioned payments dates has been verbally extended until the Company receives financing. Furthermore, Accelera shall pay a sum equal to the Net Accounts Receivable, meaning the amount applicable to the Subject LLCs as of the Initial Closing Date equal to (a) the bank account balances plus (b) accrued accounts receivable balances, plus (c) a proration through the Initial Closing Date of the prepaid expenses, bonds, and licensing fees of the Subject LLCs, plus (d) an amount equal to the security deposit on the lease for the business address minus (d) the balance of the accounts payables of the Subject LLCs as of the Initial Closing Date. For the above purposes, the terms accounts receivable and accounts payable shall be determined in accordance with standard accounting principles within twelve (12) months of the Initial Closing Date and the sum of $500,000 dollars within eighteen (18) months of the Initial Closing Date. The Initial Closing Date was December 9, 2013, the Final Closing Date is June 12, 2015 at Gallagher’s office in Mokena, IL.

 

On December 23, 2014, a Settlement Agreement (“Agreement”) was executed between the Company and its related entities and subsidiaries (“Accelera’’), Geoffrey Thompson, an Individual, and At Home Health Management, LLC, (collectively referred to as “Purchaser’’) and At Home Health Services, LLC, All Staffing Services, LLC and Georgia Peaches, LLC, and the Rose M. Gallagher Revocable Trust dated November 30, 1994, and Rose Gallagher individually and as Trustee of the Rose M. Gallagher Revocable Trust dated November 30, 1994, and Daniel Gallagher, individually (collectively referred to as “Seller’’). The Seller and Purchaser are collectively referred to as the “Parties”.

 

The Agreement indicated that there was a default under the purchase agreement and employment agreement with Rose M. Gallagher and Daniel Gallagher. The agreement also indicated that the Purchaser failed to pay the promissory note that had been executed with Georgia Peaches, LLC.

 

The Parties to the Agreement agree to among other things to (1) terminate the purchase agreement; (2) terminate the employment agreements with Rose M. Gallagher and Daniel Gallagher; (3) a resolution under the purchase and employment agreements; (4) a resolution of the promissory note with Georgia Peaches, LLC; and (5) additional matters as indicated in the Agreement.

 

The Parties have agreed to resolve the disputes under the purchase and employment agreements as follows: (1) Seller has previously been issued Stock Certificate Number 1102 for 585,000 shares of Accelera Innovations, Inc. common stock. By execution of this Agreement, Purchaser irrevocably confirms that the 585,000 shares are fully vested and rightfully owned by Seller and under no circumstance shall be cancelled, rescinded, or otherwise not honored by Purchaser; (2) Purchaser shall issue 500,000 shares each to Rose Gallagher and Daniel Gallagher as consideration under the Employment Agreements; and (3) Purchaser shall execute a term promissory note in the principal amount of $344,507.

 

 

The Parties have agreed to resolve the disputes under the promissory note to Georgia Peaches, LLC as follows: (1) included in the term promissory note of $344,507 (interest at a rate of 11% per annum shall begin to accrue on this note beginning January 1, 2015 and will be due and payable at time of final payment according to the Payment Schedule of $25,000 on March 1, 2015 and $337,602 on June 1, 2015) is the delinquent principal and interest under the original promissory note with Georgia Peaches, LLC and (2) Purchaser shall issue 10,000 shares to the Rose M. Gallagher Revocable Trust dated November 30, 1994. The Company is in default of the promissory note and has a 90 day cure period. The Company paid $5,000 on April 8, 2015. The Company did not cured the default within the 90 cure period.

 

8. ACQUISITION – SCI HOME HEALTH, INC (DBA ADVANCE LIFECARE HOME HEALTH)

 

On August 25, 2014, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with SCI Home Health, Inc. (d/b/a Advance Lifecare Home Health) (“SCI”), Ethel dela Cruz, Virgilia Avila, Ma Lourdes Reyes Celicious, Cristina Soriano, Michelle Cartas and Jimmy Lacaba (collectively, the “Sellers”), pursuant to which the Company agreed to purchase, and the Sellers agreed to sell, all their SCI shares, collectively representing all of the outstanding shares of common stock of SCI, for an aggregate adjusted purchase price of $431,070 (the “Stock Purchase”).

 

Pursuant to the terms of the Stock Purchase Agreement, the purchase price was paid as follows: (i) $20,000 via wire transfer concurrently with execution of the Stock Purchase Agreement, and (ii) $430,000 via wire transfer upon approval of the required license transfer by the Illinois Department of Public Health. Pursuant to the Stock Purchase Agreement, revenues generated by SCI, but received by the Company, after the closing of the Stock Purchase will belong to SCI, and SCI agreed to reimburse the Company for expenses generated by SCI after the closing of the Stock Purchase. The Stock Purchase Agreement contains customary representations and warranties and is subject to certain events of default.

 

9. SHORT-TERM NOTES PAYABLES

 

Short-term notes payable at September 30, 2015 and December 31, 2014 consisted of the following:

 

		September 30, 2015				December 31, 2014
At Home and All Staffing acquisition note payable (1)			344,507				344,507
AOK Property Investments (2)			525,000				500,000
Note dated May 12, 2015 for $100,000; daily payment of $590.48 for 210 days			50,333				-
Note dated May 28, 2015 for $35,000; daily payment of $184.73 for 252 days			25,064				-
Note dated June 8, 2015 for $50,000; daily payment of $535.71 for 252 days			17,240				-
Note dated July 22, 2015 for $40,000; daily payment of $428.57 for 126 days			23,967				-
		$	986,111			$	844,507

 

(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 September 30, 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.

 

A portion of the proceeds of the loan from AOK was used by the Company to fund the Stock Purchase (see Note 8), which closed on October 7, 2014.

 

10. CONVERTIBLE NOTE

 

On August 28, 2015, the Company issued a convertible note to an investor that provides for a maximum borrowing of $250,000. During the quarter ended September 30, 2015, the Company borrowed $55,556 under this convertible note. The convertible note (i) is unsecured, (ii) contains a 10% original issue discount (iii) is interest free for the first 90 days and 12% per annum thereafter, and (iv) is due on August 28,2017. The outstanding balance of under this convertible note is convertible at any time at the option of the investor into shares of the Company’s common stock that is determined by dividing the amount to be converted by 60% of the lowest trading price in the 25 trading days prior to the conversion.

 

Due to the variable conversion price associated with this convertible note, the Company has determined that the conversion feature is considered derivative liabilities. The embedded conversion feature at inception was calculated to be $90,848, which is recorded as a derivative liability as of the date of issuance. The derivative liability was first recorded as a debt discount up to the face amount of the convertible note of $55,556 with the remaining $40,848 begin charge as a financing cost during the quarter ended September 30, 2015. The debt discount is being amortized over the term of the convertible note. The Company recognized additional interest expense of $2,508 during the quarter ended September 30, 2015 related to the amortization of the debt discount.

 

11. DERIVATIVE LIABILITY

 

The convertible note discussed in Note 10 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 September 30, 2015:

 

Stock price		$	0.022
Risk free rate			0.64	%
Volatility			325	%
Conversion/ Exercise price		$	0.0126
Dividend rate			0	%
Term (years)			1.91

 

 

The following table represents the Company’s derivative liability activity for the period ended September 30, 2015:

 

		Amount
Derivative liability balance, December 31, 2014		$	-
Issuance of derivative liability during the period ended September 30, 2015			90,848
Change in derivative liability during the period ended September 30, 2015			4,368
Derivative liability balance, September 30, 2015		$	95,216

 

12. 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 September 30, 2015, 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 September 30, 2015, the acquisition is consider incomplete and not final.

 

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 September 30, 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 September 30, 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.

 

Termination of Chief Financial Officer

 

On May 8, 2015, the Company entered into a separation agreement with Daniel Freeman, the Company’s former Chief Financial Officer. Under the terms of the separation agreement, the Company agreed to pay Mr. Freeman $100,000 at such time as the Company closes on a financing transaction or offering of its securities where the Company receives a minimum of $2,000,000 in cash and accelerated the vesting of and awarded Mr. Freeman options to purchase 409,000 shares of the Company’s unregistered common stock at a price of $.0001 per share which expire on September 30, 2024. The separation agreement included a release of claims by Mr. Freeman in favor of the Company and other standard provisions included in separation agreements.

 

13. 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 September 30, 2015.

 

There are 100,000,000 shares of $.0001 par value common shares authorized. The Company has 44,161,216 and 40,445,926 issued and outstanding shares as of September 30, 2015 and December 31, 2014, respectively.

 

The Company issued 3,710,290 shares for services and penalties at the fair value of $9,079,200 for the nine months ended September 30, 2015. In addition, the Company also issued 5,000 shares for cash proceeds of $10,000.

 

On October 4, 2013, the Company entered into a Standby Equity Purchase Agreement with Lambert Private Equity, LLC, a Delaware limited liability company (the “Investor”). Pursuant to the Investment Agreement, the Investor committed to purchase, subject to certain restrictions and conditions, up to $100,000,000 (which can be extended to $200,000,000 under the same terms) of the Company’s common stock, over a period of 36 months from the first trading day following the effectiveness of the registration statement registering the resale of shares purchased by the Investor pursuant to the Investment Agreement (the “Equity Line”).

 

 

The Company may draw on the facility from time to time, as and when it determines appropriate in accordance with the terms and conditions of the Investment Agreement. The maximum amount that the Company is entitled to put to the Investor in any one draw down notice is no more than $2,000,000 and not exceeding 285,710 shares. The purchase price shall be set at ninety percent (90%) of the lowest daily volume weighted average price (VWAP) of the Company’s common stock during the fifteen (15) consecutive trading day period beginning on the date of delivery of the applicable draw down notice. The Company has the right to withdraw all or any portion of any put, except that portion of the put that has already been sold to a third party, including any portion of a put that is below the minimum acceptable price set forth on the put notice, before the closing. There are put restrictions applied on days between the draw down notice date and the closing date with respect to that particular put. During such time, the Company shall not be entitled to deliver another draw down notice. In addition, the Investor will not be obligated to purchase shares if the Investor’s total number of shares beneficially held at that time would exceed 4.99% of the number of shares of the Company’s common stock as determined in accordance with Rule 13d-1(j) of the Securities Exchange Act of 1934, as amended. In addition, the Company is not permitted to draw on the facility unless there is an effective registration statement (as further explained below) to cover the resale of the shares.

 

The Investment Agreement further provides that the Company and the Investor are each entitled to customary indemnification from the other for, among other things, any losses or liabilities they may suffer as a result of any breach by the other party of any provisions of the Investment Agreement or Registration Rights Agreement (as defined below), or as a result of any lawsuit brought by a third-party arising out of or resulting from the other party’s execution, delivery, performance or enforcement of the Investment Agreement.

 

The Investment Agreement also contains customary representations and warranties of each of the parties. The assertions embodied in those representations and warranties were made for purposes of the Investment Agreement and are subject to qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Investment Agreement. In addition, certain representations and warranties were made as of a specific date, may be subject to a contractual standards of materiality different from what a shareholder or investor might view as material, or may have been used for purposes of allocating risk between the respective parties rather than establishing matters of facts. Investors should read the Investment Agreement together with the other information concerning the Company publicly files in reports and statements with the Securities and Exchange Commission (the “SEC”).

 

Pursuant to the terms of a Registration Rights between the Company and the Investor (the “Registration Rights”), the Company is obligated to file one or more registrations statements with the SEC to register the resale by Investor of the shares of common stock issued or issuable under the Investment Agreement. In addition, the Company is obligated to use all commercially reasonable efforts to have the registration statement declared effective by the SEC within 180 days after the registration statement is filed.

 

As an inducement to Investor to enter in to the Investment Agreement and as consideration for the Investor making the investment the Investor received 285,710 shares of common stock and 100% warrant/option coverage. The option to purchase shares certified that for good and valuable consideration, the receipt and sufficiency of which was acknowledged, Lambert Private Equity, LLC is entitled effective as October 4, 2013, subject to the terms and conditions of the Option to purchase from the Company up to a total of 14,287,710 shares of the Company’s common shares at the price of the lesser of (a) $7.00 or (b) 110% of the lowest daily VWAP for the common stock as reported by Bloomberg during the thirty (30) trading days prior to the date the Investor exercised the Warrant prior to 5:00 pm New York time on September 3, 2018 the expiration date.

 

14. 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 $3,652,269 and $4,700,000 for the nine months ended September 30, 2015 and 2014, respectively, which were included in general and administrative expenses. As of September 30, 2015, there was $3,898,144 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 1.5 years.

 

 

The following is a summary of the outstanding options, as of September 30, 2015:

 

														Weighted
						Weighted				Weighted				Average
						Average				Average				Remaining
		Options				Intrinsic				Exercise				Contractual
		Outstanding				Value				Price				Life
Outstanding, December 31, 2013			4,849,000
Granted			2,060,000			$	4.00			$	0.0001				3.0
Exercised			0
Forfeited/Expires			(1,020,417	)
Outstanding, December 31, 2014			5,888,583				4.00				0.0001				2.5
Granted			425,667				2.52
Exercised			0
Forfeited/Expires			(511,000	)
Outstanding, September 30, 2015			5,803,250				3.89				0.0001				1.75
Exercisable, September 30, 2015			4,932,119				3.89				0.0001				1.05

 

Weighted average assumptions in the calculation of option value:

 

Risk-free interest rate			0.83	%
Expected life of the options			4 years
Expected volatility			268	%
Expected dividend yield			0	%
Forfeiture rate			0	%

 

15. 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.

 

 

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.

 

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 $280,807 in cash at September 30, 2015, which is insufficient to fund our operations. The report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2014 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.

 

 

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 At Home Health Services, LLC and All Staffing Services, LLC, discontinued operations (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 nine months ended September 30, 2015 and 2014:

 

Three months ended September 30, 2015 compared to three months ended September 30, 2014

 

		Three Months								Dollar				Percentage
		September 30, 2015				September 30, 2014				Change				Change
Revenue		$	1,179,998			$	631,311			$	548,687				86.9	%
Cost of revenue			544,520				182,673				361,847				198.1	%
Gross profit			635,478				448,638				186,840				41.6	%
Total operating expenses			3,590,638				3,715,285				(124,647	)			-3.4	%
Other expense			(709,150	)			-				(709,150	)			N/A
Discontinued operations			-				(94,003	)			94,003				-100.0	%
Net loss			(3,664,310	)			(3,360,650	)			(303,660	)			9.0	%

 

Revenue

 

Total revenue increased by $548,687 to $1,179,998 for the three months ended September 30, 2015 compared to $631,311 in the same period in 2014. This increase in total revenue is primarily due to revenues generated from the Behavioral Health Care Associates, Ltd. and SCI Home Health, Inc. (d/b/a Advance Lifecare Home Health) acquisitions.

 

Gross Profit

 

Gross profit increased by $186,840 to $635,478 for the three months ended September 30, 2015 compared to $448,638 in the same period in 2014. This increase in total gross profit is primarily due to an increase in revenues generated from the Behavioral Health Care Associates, Ltd. and SCI Home Health, Inc. (d/b/a Advance Lifecare Home Health) acquisitions.

 

Operating Expenses

 

Total operating expenses for the three months ended September 30, 2015 decreased by $124,647 to $3,590,638, compared to $3,715,285 during the same period in 2014. The percentage decrease of 3.4% was not significant.

 

Other Expenses

 

Total other expenses for the three months ended September 30, 2015 increased by $709,150 to $709,150, compared to $0 during the same period in 2014. The increase is due to shares being issued in 2015 as a penalty (additional interest expense) for not repaying a note payable when it became due.

 

Net Loss

 

The net loss for the three months ended September 30, 2015 was $3,664,310, an increase of $303,660 compared to $3,360,650 during the same period in 2014, as a result of factors described above.

 

 

Nine months ended September 30, 2015 compared to nine months ended September 30, 2014

 

		Nine Months								Dollar				Percentage
		September 30, 2015				September 30, 2014				Change				Change
Revenue		$	3,582,739			$	1,948,644			$	1,634,095				83.9	%
Cost of revenue			1,325,365				1,203,889				121,476				10.1	%
Gross profit			2,257,374				744,755				1,512,619				203.1	%
Total operating expenses			13,889,675				7,341,912				6,547,763				89.2	%
Other expense			(1,492,165	)			-				(1,492,165	)			N/A
Discontinued operations			0-				(269,878	)			269,878				-100.0	%
Net loss			(13,124,466	)			(6,867,035	)			(6,257,431	)			91.1	%

 

Revenue

 

Total revenue increased by $1,634,095 to $3,582,739 for the nine months ended September 30, 2015 compared to $1,948,644 in the same period in 2014. This increase in total revenue is primarily due to revenues generated from the Behavioral Health Care Associates, Ltd. and SCI Home Health, Inc. (d/b/a Advance Lifecare Home Health) acquisitions.

 

Gross Profit

 

Gross profit increased by $1,512,619 to $2,257,374 for the nine months ended September 30, 2015 compared to $744,755 in the same period in 2014. This increase in total gross profit is primarily due to an increase in revenues generated from the Behavioral Health Care Associates, Ltd. and SCI Home Health, Inc. (d/b/a Advance Lifecare Home Health) acquisitions.

 

Operating Expenses

 

Total operating expenses for the nine months ended September 30, 2015 increased by $6,547,763 to $13,889,675, compared to $7,341,912 during the same period in 2014 primarily as a result of shares of our common stock issued for services.

 

Other Expenses

 

Total other expenses for the nine months ended September 30, 2015 increased by $1,492,165 to $1,492,165, compared to $0 during the same period in 2014. The increase is due to shares being issued in 2015 as a penalty (additional interest expense) for not repaying a note payable when it became due.

 

Net Loss

 

The net loss for the nine months ended September 30, 2015 was $13,124,466, an increase of $6,257,431 compared to $6,867,035 during the same period in 2014 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 September 30, 2015, our working capital deficit amounted to $5,317,260, an increase of $4,139,420 as compared to working capital deficit of $1,177,840 as of December 31, 2014. This increase is primarily a result of the classification of the $4,550,000 subordinated unsecured note payable from long-term to current based on the required principal payments offset by the reclassification of preferred stock subscription payable into equity as a result of us obtaining the certificate of designation so we could issue the preferred shares. Working capital at September 30, 2015 included primarily accounts receivable of $763,157, cash of $280,807 offset by current liabilities of $6,379,674.

 

Net cash provided by operating activities was $10,210 during the nine months ended September 30, 2015 compared to net cash used in operating activities of $1,110,967 in the same period in 2014. The decrease in cash used in operating activities is primarily attributable to our increase in accounts payable and accrued expenses.

 

Net cash used in investing activities during the nine months ended September 30, 2015 was $3,767 compared to $35,793 in the same period in 2014. During the nine months ended we purchased property and equipment for $3,767 and during the nine months ended September 30, 2014, we advanced $35,793 to a related party.

 

Net cash provided by financing activities during the nine months ended September 30, 2015 was $219,502 compared to $1,235,873 in the same period in 2014. The decrease is primarily a result of a reduction of the proceeds from sale of stock offset by a reduction of payment to stockholder.

 

 

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 of $13,124,466 and at September 30, 2015, a working capital deficit, stockholders’ deficit and accumulated deficit of $5,317,260 and $62,126,923, 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.

 

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

 

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 September 30, 2015 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 nine months ended September 30, 2015 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.

 

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.

 

As of the period ended September 30, 2015, the Company issued 1,198,611 shares of its unregistered common stock for services with a fair value of $2,835,833 and issued 5,000 shares of its unregistered common stock for cash proceeds of $10.000. The issuances of the Company’s shares of common discussed above was exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) of that act.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

As previously disclosed in the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on July 21, 2015, the Company’s Board of Directors determined that the Company’s financial statements included in its quarterly reports on Form 10-Q for the periods ended March 31, 2013, June 30, 2013 and September 30, 2013 and its annual report on Form 10-K for the year ended December 31, 2013, its quarterly reports on Form 10-Q for the periods ended March 31, 2014, June 30, 2014 and September 30, 2014 and its annual report on Form 10-K for the year ended December 31, 2014 (collectively, the “Financial Statements”) could not be relied on.

 

The Financial Statements contained errors related to (i) issuances of the Company’s common and preferred stock, the receipt of funds related to these issuances and the accounting for the use of the proceeds from these sales in each of the periods covered by the Financial Statements disclosed above, (ii) disclosure of a related party transactions, and (iii) the valuation of shares of the Company’s common stock issued as compensation.

 

As a result of these events, we have become subject to a number of additional risks and uncertainties, including substantial unanticipated costs for accounting and legal fees in connection with or related to the restatement and potential shareholder litigation, governmental investigations and rescission by the investors who purchased our securities in fiscal 2013. We will incur additional substantial defense and investigation costs regardless of the outcome of any such litigation or governmental investigation. Likewise, such events may cause a diversion of our management’s time and attention. If we do not prevail in any such litigation or governmental investigation, we could be required to pay substantial damages or settlement costs.

 

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
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 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
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.

 

 

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: November 23, 2015
	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)