10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________

Commission File Number: 1-9927

ADVANZEON SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware	95-2594724
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2901 W. Busch Blvd. Suite 701 Tampa, FL	33618
(Address of principal executive offices)	(Zip Code)

813-517-8484

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such fling requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer  ☐	Accelerated filer  ☐
Non-accelerated filer  ☐	Smaller reporting company  ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

As of June 10, 2019, the Registrant had outstanding 67,361,656 shares of its $0.01 par value Common Stock.

ADVANZEON SOLUTIONS, INC.

TABLE OF CONTENTS

		Pages
PART I.	Financial Information
Item 1.	Consolidated Financial Statements
	Consolidated Balance Sheets as of March 31, 2019 (unaudited) and December 31, 2018	1 - 2
	Consolidated Statements of Operations for the Three Month Period Ended March 31, 2019 and 2018 (unaudited)	3
	Consolidated Statement of Stockholders’ Deficiency for the Three Month Period ended March 31, 2019 (unaudited) and December 31, 2018	4
	Consolidated Statements of Cash Flows for the Three Month Periods Ended March 31, 2019 and 2018 (unaudited)	5
	Notes to Consolidated Financial Statements	6 - 14
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15 - 19
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	19
Item 4.	Controls and Procedures	19 - 20
PART II.	Other Information
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21 - 24
Item 3.	Exhibits	24

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ADVANZEON SOLUTIONS, INC.

PART I – FINANCIAL INFORMATION

CONSOLIDATED BALANCE SHEETS

March 31, 2019 (unaudited) and December 31, 2018

ASSETS

	March 31, 2019		December 31,
	(unaudited)		2018
CURRENT ASSETS
Cash	$	15,362	$	25,036
Accounts receivable		21,639		24,890
Current portion of right of use asset		54,162		53,634
Other current assets		1,001,292		828,996
Total current assets		1,092,455		932,556
PROPERTY, PLANT, AND EQUIPMENT
Property and equipment, net		1,493		-
Leasehold improvements, net		150		299
Total property, plant, and equipment		1,643		299
RIGHT OF USE ASSET, NET OF CURRENT PORTION		16,305		28,920
TOTAL ASSETS	$	1,110,403	$	961,775

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ADVANZEON SOLUTIONS, INC.

CONSOLIDATED BALANCE SHEETS (CONTINUED)

March 31, 2019 (unaudited) and December 31, 2018

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

	March 31, 2019			December 31,
	(unaudited)			2018
CURRENT LIABILITIES
Loans payable:
Related parties	$	657,934		$	737,023
Account payable		917,684			700,067
Debt		10,442,939			10,087,939
Contingent liability		642,659			642,659
Current portion of Right of use lease liability		54,162			53,634
Other accrued expenses		14,978,720			14,614,772
Total current liabilities		27,694,098			26,836,094
RIGHT OF USE LEASE LIABILITY, NET OF CURRENT PORTION		16,305			28,920
TOTAL LIABILITIES		27,710,403			26,865,014
STOCKHOLDERS’ DEFICIENCY
Preferred stock, $.001 par value; 1,000,000 shares authorized, as of March 31, 2019 and December 31, 2018		-			-
Series C Convertible Preferred; $.001 par value; 14,400 shares authorized; 10,434 shares issued and outstanding as of March 31, 2019 and December 31, 2018		10			10
Series D Convertible Preferred; $.001 par value; 7,000 shares authorized; 250 shares issued and outstanding as of March 31, 2019 and December 31, 2018		-			-
Remaining Preferred stock; $.001 par value; 978,600 shares as of March 31, 2019 and December 31, 2018		-			-
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 67,361,656 and 66,661,656 shares issued and outstanding as of March 31, 2019 and December 31, 2018		673,617			666,617
Additional paid in capital		28,036,007			28,012,007
Accumulated deficit		(55,309,634	)		(54,581,873	)
Total stockholders’ deficiency		(26,600,000	)		(25,903,239	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$	1,110,403		$	961,775

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ADVANZEON SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Month Period Ended March 31, 2019 and 2018 (unaudited)

	Three Month Period Ended
	March 31,
	2019			2018
Revenues:
Obstructive sleep apnea (OSA)	$	67,923			180,623
Total revenues		67,923			180,623
Costs and expenses:
Costs of revenues		41,660			49,104
General and administrative		425,804			474,041
Depreciation and amortization		205			150
Total costs and expenses		467,669			523,295
Loss from operations		(399,746	)		(342,672	)
Other income (expense):
Interest expense		(328,015	)		(432,126	)
Legal settlement		-			(240,000	)
Other expense		-			-
Other income		-			2,380
Total other income (expense)		(328,015	)		(669,746	)
Income taxes		-			-
Net loss	$	(727,761	)	$	(1,012,418	)
PER SHARE INFORMATION
Net Loss Per Common Share	$	(0.01	)	$	(0.02	)
Weighted Average Number of Common Shares Outstanding		66,690,545			64,285,907

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ADVANZEON SOLUTIONS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY

For the Three Month Period Ended March 31, 2019 (unaudited) and December 31, 2018

	Series C		Series C
	Convertible		Convertible		Common
	Preferred		Preferred		Stock		Common		Additional
	Stock Number		Stock		Stock Number		Stock		Paid-in		Accumulated
	of Shares		Amount		of Shares		Amount		Capital		Deficit			Total
Balance at December 31, 2018		10,434	$	10		66,661,656	$	666,617	$	28,012,007	$	(54,581,873	)	$	(25,903,239	)
Stock issued for services		-		-		200,000		2,000		14,000		-			16,000
Sale of stock		-		-		500,000		5,000		10,000		-			15,000
Net loss		-		-		-		-		-		(727,761	)		(727,761	)
Balance at March 31, 2019		10,434	$	10		67,361,656	$	673,617	$	28,036,007	$	(55,309,634	)	$	(26,600,000	)

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ADVANZEON SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Month Period Ended March 31, 2019 and 2018 (unaudited)

	Three Month Period Ended
	March 31,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(727,761	)	$	(1,012,418	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		205			150
Stock issued for services		16,000			240,000
Amortization of right of use assets		12,087			-
Net changes in assets and liabilities:
Accounts receivable		3,251			(45,999	)
Other current assets		(172,296	)		(31,900	)
Accounts payable		138,528			166,883
Contingent liability		-			131,252
Accrued interest - related party		-			155,327
Other accrued expenses		363,948			141,684
Net cash used in operating activities		(366,038	)		(255,021	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant, and equipment		(1,549	)		-
Net cash used in investing activities		(1,549	)		-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from promissory notes		355,000			250,000
Payments on lease liabilities		(12,087	)		-
Sale of stock		15,000			-
Net cash provided by financing activities		357,913			250,000
Net decrease in cash		(9,674	)		(5,021	)
CASH - Beginning of Year		25,036			18,200
CASH - END OF PERIOD	$	15,362		$	13,179
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest	$	-		$	-
Income taxes	$	-		$	-
Recording of right of use assets under lease agreements (ASU 2016-02)	$	119,640		$	-

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ADVANZEON SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF THE COMPANY’S BUSINESS AND BASIS OF PRESENTATION

The consolidated financial statements include the accounts of Advanzeon Solutions, Inc and its wholly owned subsidiary, and its respective subsidiaries (collectively referred to herein as, the “Company,” “Advanzeon,” “we”, “us,” or “our”).

In the opinion of management, the accompanying unaudited financial statements contain all adjustments necessary to present fairly the Company’s financial position as of March 31, 2019, the changes therein for the three-month period then ended and the results of operations for the three-month periods ended March 31, 2019 and 2018.

The financial statements included in the Form 10-Q are presented in accordance with the requirements of the Form and do not include all of the disclosures required by accounting principles general accepted in the United States of America. For additional information, reference is made to the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018. The results of operations for the three-month periods ended March 31, 2019 and 2018 are not necessarily indicative of operating results for the full year.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Established in 1969, Advanzeon Solutions, Inc., (formerly Comprehensive Care Corp.) (“Advanzeon”, “we”, “Parent”, or the “Company”), through its wholly-owned subsidiary Pharmacy Value Management Solutions, Inc., and its wholly-owned subsidiaries during 2015, and partly in 2016, provided managed care services by acting as the administrator for certain administrative service agreements in the behavioral health and substance abuse fields. We primarily offered these services to commercial, Medicare, Medicaid, Children’s Health Insurance Program (“CHIP”) health plans, as well as self-insured companies. Our managed care operations consisted solely of servicing administrative service agreements. Starting in July of 2015, we implemented our comprehensive sleep apnea program, called “SleepMaster Solutions” ™. SleepMaster Solutions (“SMS”) utilizes an administrative system for the convenient identification/testing and therapy of Obstructive Sleep Apnea (“OSA”). We partnered with a national health care provider by initiating a sleep apnea wellness program whereby we screened, tested and when needed, offered treatment programs for treating this disorder. We also contracted with a union to treat its driver members. Beginning in 2017, our only business was our SMS sleep apnea program.

The Company has elected to not adopt the option available under United States generally accepted accounting principles (“GAAP”) to measure any eligible financial instruments or other items at fair market value at this time. Accordingly, the Company measures all of its assets and liabilities on the historical cost basis of accounting, except as otherwise required by GAAP.

Inter-company accounts and transactions have been eliminated in consolidation. Certain minor reclassifications of prior period amounts have been made to conform to the current period presentation.

Use of Estimates - The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates that affect the reported amounts. Actual results could differ from these estimates. Estimates involved in the determination of an allowance for doubtful accounts receivable are considered by management as particularly susceptible to material change in the next year. Other significant estimates relate to stock-based compensation, warrants and beneficial conversion features.

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ADVANZEON SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accounts Receivable - Accounts receivable is carried at its estimated collectible value. Since customer credit is generally extended on a short-term basis, accounts receivable does not bear interest and are uncollateralized. We manage credit risk and determine necessary allowances by evaluating customers’ credit worthiness before extending credit and periodically for collectability, based primarily on customers’ past credit history and current financial conditions and general economic conditions, results of prior collection efforts, the relative strength of our relationship therewith and, in the event of a dispute, its legal position and the estimated cost of proposed collection proceedings. Management has not established a policy for when to charge off uncollectible accounts receivable or to use external collection agencies and makes such decisions on a case-by-case basis. The maximum losses that the Company would incur if a customer failed to pay would be limited to the carrying value of the receivable.

Revenue Recognition – The Company is on an accrual basis and revenue is recognized when billed, which is approximately when the testing service is performed or CPAP machine is shipped.

Property and Equipment - Property and equipment (Note 4) is stated at cost less accumulated depreciation. Depreciation and amortization are computed using the straight-line method over the estimated useful lives ranging from 2 to 12 years. Leasehold improvements are amortized over the shorter of the lease term or the asset’s useful life.

Leasehold Improvement - Leasehold improvement (Note 5) is stated at cost less accumulated amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives ranging from 2 to 12 years. Leasehold improvements are amortized over the shorter of the lease term or the asset’s useful life.

Fair Value Measurements - The carrying amounts of cash, accounts receivable and accounts payable approximate their estimated fair value due to the short-term nature of these instruments. Since our other financial liabilities are not traded in an open market, we generally use a present value technique, which is a level 3 input, as defined in GAAP, to measure the estimated fair value of these financial instruments, except for valuing stock options and warrants (see below). The rate used for discounting expected cash flows is a risk-free rate adjusted for systematic and unsystematic risk.

The carrying amounts and estimated fair values of long-term debt at March 31, 2019 and December 31, 2018 are as follows:

	March 31, 2019				December 31, 2018
	Carrying		Estimated		Carrying		Estimated
	Amount		Fair Value		Amount		Fair Value
Convertible promissory notes	$	10,442,939	$	-	$	10,087,939	$	-
Loan payable related party		657,934		-		737,023		-
	$	11,100,873	$	-	$	10,824,962	$	-

During the first quarter of 2019, there have been 11 additional convertible notes totaling $355,000.

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ADVANZEON SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cost of Revenues - Costs of services consist of supplies and operating expenses. Supplies are recognized in the period in which a patient actually receives the supplies.

Right of Use Assets and Lease Liabilities - During the quarter ended March 31, 2019, the Company implemented Accounting Standards Update 2016-02, Leases. Under the new guidance, a lessee must record a liability for lease payments (referred to as the lease liability) and an asset for the right to use the leased asset during the lease term (referred to at the right of use asset) for all leases, regardless of whether they are designated as finance or operating leases. This election requires the lessee to recognize lease expense on a straight-line basis over the lease term. The right of use assets and corresponding right of use liabilities have been recorded using the present value of the leases. See Notes 10 and 11 within the financial statement for additional disclosure on leases.

Income Taxes - We are subject to the income tax jurisdictions of the U.S. and multiple state tax jurisdictions. However, our provisions for income taxes for 2017 and 2018 include only state income taxes.

Management has evaluated our tax positions taken or to be taken on income tax returns that remain subject to examination (i.e., tax years 2013 and thereafter federally), and has concluded that there have been no uncertain tax positions (as defined in GAAP) taken that require recognition or disclosure in the consolidated financial statements. In the event of any income tax-related interest or penalties are incurred, they would be included in general and administrative expense.

Stock Options and Warrants - We grant stock options and warrants to our non-employee directors, note holders and certain consultants allowing them to purchase our common stock pursuant to approved terms. The estimated value of the warrants issued with debt instruments is recorded as a discount on notes payable and amortized as interest expense over the term of the notes using the effective interest method.

3. OTHER CURRENT ASSETS

Other current assets consists of the following at March 31, 2019 and December 31, 2018:

	March 31, 2019		December 31, 2018
Due from Escrow account	$	621,370	$	472,788
Loans to others		4,000		-
Security deposit		13,500		13,500
Capitalized portion of lease		2,665		2,951
Prepaid expenses		25,248		5,248
Miscellaneous receivable		334,509		334,509
Other Current Asset	$	1,001,292	$	828,996

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ADVANZEON SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4. PROPERTY AND EQUIPMENT

Property and equipment, net, consists of the following at March 31, 2019 and December 31, 2018:

	March 31, 2019			December 31, 2018
Property and equipment		1,549		$	-
Less accumulated depreciation		(56	)		-
Property and equipment - net	$	1,493		$	-

Depreciation expense for the three month period ended March 31, 2019 is $56. A computer was acquired in February of 2019.

5. LEASEHOLD IMPROVEMENT

Leasehold improvement, net, consists of the following at March 31, 2019 and December 31, 2018:

	March 31, 2019			December 31, 2018
Leasehold improvements		2,992		$	2,992
Less accumulated amortization		(2,842	)		(2,693	)
Leasehold improvements - net	$	150		$	299

Amortization expense for the three month periods ended March 31, 2019 and March 31, 2018 is $149 and $150 respectively.

6. RELATED PARTY AND SHAREHOLDER LOANS PAYABLE

The Company has received financing from Management of the Company as well as from members of our Board of Directors. These individuals are deemed to be related parties to the Company and their indebtedness must be disclosed separately.

As of March 31, 2019 and December 31, 2018, there are the following related party notes payable:

	March 31, 2019		December 31, 2018
Related party loans payable	$	657,934	$	737,023

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ADVANZEON SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7. NOTES PAYABLE

As of March 31, 2019, and December 31, 2018, the balance was as follows:

	March 31, 2019		December 31, 2018
Notes payable	$	10,442,939	$	10,087,939

During the three month ended March 31, 2019, there have been 11 additional convertible-promissory notes totaling $355,000. One previous $50,000 convertible-promissory note was converted into stock during the year ended December 31, 2018.

Break-out of debt between the parent company and our subsidiary PVMS is as follows:

	March 31, 2019		December 31, 2018
Advanzeon parent	$	5,010,016	$	5,010,016
PVMS		5,432,923		5,077,923
	$	10,442,939	$	10,087,939

At PVMS, the total of notes issued year-to-date and their dollar values were as follows:

	March 31, 2019		December 31, 2018
Number of notes issued		11		31
Dollar value	$	355,000	$	1,751,923

All notes are short-term in nature, one-year maturity date. All debt issued has a stated interest rate of 12% per year.

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ADVANZEON SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8. CONTINGENT LIABILITY

Contingent liability consisted of 3 items:

1. a lawsuit against the Company for $450,000 from the son of a deceased promissory note holder. This matter has been dismissed twice by the judge but is ongoing due to appeals. This case should expire in June or July for lack of prosecution.

2. interest payable in the amount of $171,247 to the same person listed in (1). This interest is related to the lawsuit reference in (1).

3. Advanzeon won a decision on a court case against Universal Healthcare. The attorney’s fees relating to this matter total $21,412. This fee will be paid out of the proceeds of the case when collected.

As of March 31, 2019 and December 31, 2018, the balance of this indebtedness is as follows: 

	March 31, 2019		December 31, 2018
Disputed note payable	$	450,000	$	450,000
Disputed interest payable		171,247		171,247
Pending attorney fees		21,412		21,412
Total Contingent Liability	$	642,659	$	642,659

9. OTHER ACCRUED LIABILITIES

As of March 31, 2019 and December 31, 2018, the balance of other accrued liabilities is as follows:

	March 31, 2019		December 31, 2018
Management compensation	$	8,873,802	$	8,873,802
Accrued interest non-related party		5,133,882		4,809,644
Board of Director fees		937,500		900,000
State fees		24,850		21,000
Payroll liabilities		3,063		2,927
Year-end accrual of wages and related		5,623		7,399
Total other accrued debt	$	14,978,720	$	14,614,772

10. RIGHT OF USE ASSETS

The Company entered into one lease for office space and one automobile lease prior to the quarter ended March 31, 2019 that are classified as right of use assets and lease liabilities. The lease for the Company’s office space expires April 2020. The lease for the automobile expires in June 2021. In accordance with ASU 2016-02, the Company calculated the present a value of the leases using the average commercial real estate interest rate of 5.50% at the commencement of the office leases and the interest of 2.99% for the automobile lease. Applying the commercial rate, the Company calculated the present value of $87,445 for the office lease and $32,195 for the automobile leasing, that is being amortized over the life of the leases.

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ADVANZEON SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2019, the right of use assets associated with future operating leases are as follows:

Total present value of right of use assets under lease agreements	$	119,640
Amortization of right of use assets		(49,173	)
Total right of use assets as of March 31, 2019	$	70,467

The right of use assets were amortized approximately $4,554 per month. Total amortization expense related to the right of use assets under the lease agreements was $13,662 and $0 for the quarters ended March 31, 2019 and 2018, respectively.

Future amortization of the right of use assets as of March 31, 2019 are as follows:

2020	$	54,162
2021		13,470
2022		2,835
	$	70,467

11. RIGHT OF USE LEASE LIABILITIES

As disclosed in Note 10, the Company entered into one lease for office space and one automobile lease prior to the quarter ended March 31, 2019 that are classified as right of use assets and lease liabilities.

As of March 31, 2019, the lease liabilities associated with future payments due under the leases are as follows:

Total present value of future lease payments	$	119,640
Principal payments made as of the quarter ended March 31, 2019		(49,173	)
Total right of use lease liabilities as of March 31, 2019	$	70,467

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ADVANZEON SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following is a schedule of future minimum lease payments under the right of use lease agreements together with the present value of the net minimum lease payments as of March 31, 2019:

Total future minimum lease payments	$	76,086
Less present value discount		5,619
Total right of use lease liabilities as of June 30, 2018		70,467
Less current portion due within one year		54,162
Long-term right of use liabilities	$	16,305

Total maturities of lease liabilities as of March 31, 2019 are as follows:

	Total future				Right
	minimum lease		Present value		of use lease
	payments		discount		liabilities
2020	$	58,431	$	4,269	$	54,162
2021		14,731		1,126		13,605
2022		2,924		224		2,700
	$	76,086	$	5,619	$	70,467

12. COMMON STOCK

During the three-month period ended March 31, 2019, the Company issued 700,000 shares of its common stock as follows:

On March 21, 2019, the Company issued 200,000 shares of its common stock to its Securities Exchange Commission counsel, who elected to take common stock in the Company as partial payment of its legal fees. The total value shares were valued at $0.08 per share on the total value of $16,000.

Additionally, on March 29, 2019, the Company issued 500,000 shares of its common stock to an existing shareholder and warrant holder, who elected to exercise his warrants to purchase 500,000 shares of the Company’s common stock for $15,000. The warrants were issued during May of 2017 or $0.03 per share.

During the three month period ended March 31, 2018, no stock was sold or issued.

13. LEGAL PROCEEDINGS

Except as disclosed in Item 1, all of the legal proceedings for the three months ended March 31, 2019, is disclosed in our annual report on Form10-K filed on May 24, 2019.

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ADVANZEON SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

14. SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, the Company evaluated subsequent events through June 12, 2019, the date these financial statements were available to be issued. During its evaluation, the following subsequent events were identified:

During 2019, the Company renegotiated the Tampa office lease and agreed to a three-year extension of the lease with no increase in payments. Effective July 1, 2019, the Company will adopt ASU 2016-02 “Leases” and will record a right of use asset and lease liability of $272,528 related to the lease.

The Huntington Beach lease has been extended during 2019 on a month to month basis at a monthly rate of $4,000.

Issuance of debt and warrants

Subsequent to the balance sheet date, the Company has issued $540,250 of convertible-promissory notes. All of the debt matures in 2020 and has a stated interest rate of 12% and is unsecured. Concurrent with the issuance of debt, the Company has issued 5,728,933 warrants at an average exercise price of $0.17. At the time of issuance, all warrants had a three or five year term.

New service contracts

In the latter part of May 2019, the Company entered into an agreement with Concentra Health Services, Inc. (“Concentra”), whereby, the Company was engaged by Concentra to serve as Concentra’s preferred national sleep apnea services provider. Although the Agreement is not exclusive, the Company believes that Concentra has not entered into any similar type agreement with any other company. With approximately 700 occupational medicine facilities, nationwide, Concentra is the national leader in performing the required Department of Transportation (DOT) medical exams for commercial drivers accounting, annually, for approximately fifty percent (50%) of all DOT medical exams performed in the United States. Sleep apnea screening is a required component of all DOT medical exams.

Before the program can be launched, there are a significant number of operational actions, including systems programming, which must be completed by both the Company and Concentra. Following the execution of the Agreement, the Company immediately undertook the task of completing what was needed to be done for the program launch, which included jointly designing with Concentra an appropriate sleep apnea test “Referral Form” to the Company; purchasing additional I.T. equipment; creating and/or purchasing I.T. programs; expanding customer service/sales personnel; and, putting in place appropriate technical equipment so that each referring Concentra clinic can track, in real time on the Company’s system, the status of each patient. The Company believes its portion of this integration will be completed shortly. While we do not know the status of Concentra’s implementation, we would anticipate same to be similar to the Company’s. The Company believes it will realize substantial new revenue immediately upon program launch. 

- 14 -

ADVANZEON SOLUTIONS, INC.

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

General

The following information should be read in conjunction with the financial statements and notes thereto and in conjunction with Managements’ 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, 2018.

This report includes forward-looking statements, the realization of which may be affected by certain important factors discussed previously above under Item 1A, “Risk Factors.”

Overview

The Company through its wholly-owned subsidiary Pharmacy Value Management Solutions, Inc. administers and operates a medically-driven sleep apnea program branded SleepMaster Solutions™ (“SMS”). Management believes that SMS is the largest provider of these combined services in the nation. We are in all 50 states and provide a turnkey solution designed to effectively keep drivers on the road with no down time, compliant with DOT regulations, improve their health, and significantly decrease legal liability risk for the employer. We are vertically integrated, and we provide a “Program” of services that addresses all the needs of a corporate transportation system, union or other driver-related organizations. We believe we are the only company capable of providing the full range of needed services in a timely manner.

Our services start with the identification of the target population and the potential risk the client currently has. We can do this through our SMS Program, which includes the ability to screen every driver to identify if signs and symptoms of sleep apnea are present. We can then take this data and provide the employer with a list of those drivers that should be tested and the statistical likelihood of the percentage of those drivers who will test positive for obstructive sleep apnea (OSA). Together with the employer/union, SMS provides a realistic time frame, actual total cost, and process for testing all drivers who need to be tested. For those drivers testing positive for OSA, we then provide the appropriate treatment such that the driver will meet the DOT requirements and remain on the road. We monitor 365 days per year driver’s usage of the treatment device according to DOT standards and we report that usage to all stakeholders as required/permitted. We utilize mathematical algorithms to determine if the driver is predicatively meeting the annual DOT requirements for usage. Using those predictive algorithms, we reach out to those drivers and provide case management, encouragement designed to solve problems such that the driver increases usage, if necessary, and remains compliant.

SMS constructed its model based upon the foregoing principles. The SMS Program includes all processes attended in sleep apnea screening, testing, treatment, monitoring and overall management of commercial drivers’ as well as their employers’ needs. We have successfully established relationships with national health care clinic providers, all with certified medical examiner (“CME”) status. These clinics total almost 1,000 throughout the U.S. We also have both formal and informal relationships with employers; municipalities; a significant veteran’s group; union and non-union driving organizations; suppliers of home sleep testing equipment and a variety of OSA treatment devices; and, a national network of telemedicine sleep specialists covering all 50 states. We have an internal medical team for governance and protocol purposes and a customer service department that interfaces directly with our drivers. We also have a marketing team that regularly interfaces with our existing accounts and markets our services to potential new accounts. Our services are performed utilizing a best medical practices model and an efficient, cost-effective delivery system. We obtain the required equipment on a per order basis from a durable medical equipment distributor.

Revenue is recognized when billed, which is approximately when the testing service is performed or CPAP machine is shipped.

- 15 -

ADVANZEON SOLUTIONS, INC.

Sources of Revenue

Three month periods ended March 31, 2019 and 2018

A quantitative summary of our revenues by source category for the three month periods ended March 31, 2019 and 2018:

	2019		2018		Change
OSA- related	$	67,923	$	180,623	$	(112,700	)

Results of Operations

OSA services decreased to $67,923 in 2019 from $180,623 in 2018 due to sales efforts in establishing new contracts on a national basis, which should take effect in the second quarter of 2019.

Cost of revenues decreased from $49,104 in 2018 to $41,660 in 2019 due to a decrease in sales.

General and administrative expense

General and administrative expense in total for the three month periods ended March 31, 2019 and 2018 was as follows:

2019	$	425,804
2018		474,041
Change	$	(48,237	)
Percentage Change		-10.18	%

We evaluate expenses at the Parent company level as well as at our PVMS subsidiary. Expenses at the Parent company level include overhead and the cost of being a public entity. Expenses at PVMS are solely related to the OSA services segment. A breakdown of these expenses as of March 31, 2019 and 2018 is as follows:

								Percent
	2019		2018		Change			Change
Parent	$	196,135	$	125,052	$	71,083			56.84	%
PVMS		229,669		348,989		(119,320	)		-34.19	%
Total	$	425,804	$	474,041	$	(48,237	)		-10.18	%

- 16 -

ADVANZEON SOLUTIONS, INC.

Parent Company Level

								Percent
	2019		2018		Change			Change
Travel expense	$	3,000	$	3,500	$	(500	)		-14.29	%
Professional fees		124,461		26,452		98,009			370.52	%
Board of Directors fees		37,500		37,500		-			0.00	%
Rent expense		25,829		24,811		1,018			4.10	%
Other		5,345		32,789		(27,444	)		-83.70	%
Total general and administrative	$	196,135	$	125,052	$	71,083			56.84	%

Explanations of variations by line item follow:

Travel expense remained relatively the same.

Professional fees increased by $98,009. The increase is a result of $64,000 billed for audit fees in the three month period ended March 31, 2019 that was not billed in the three month period ended March 31, 2018. In addition, there was $20,000 billed for accounting fees for the preparation of the audit and 10-K for years 2015-2017 in the three month period ended March 31, 2019 that was not billed in the comparable period.

Director’s fees accrue at the rate of $37,500 for each fiscal quarter.

Other general and administrative expense decreased by $27,444. Office supplies decreased by approximately $3,000 due to the operations moving to the subsidiary level. Taxes decreased by approximately $17,000 due to a change in par value. Advertising and promotion expense decreased by $4,500 due to marketing efforts moving to the subsidiary level.

PVMS Subsidiary Level

								Percent
	2019		2018		Change			Change
Payroll related	$	102,145	$	133,501	$	(31,356	)		-23.49	%
Travel and related expense		39,427		82,924		(43,497	)		-52.45	%
Professional fees		42,497		32,346		10,151			31.38	%
Marketing costs		7,500		15,775		(8,275	)		-52.46	%
Dues and subscriptions		440		26,503		(26,063	)		100.00	%
Office supplies		8,859		13,111		(4,252	)		-32.43	%
Rent expense		10,549		-		10,549			100.00	%
Other		18,252		44,828		(26,576	)		-59.28	%
Total general and administrative	$	229,669	$	348,988	$	(119,319	)		-34.19	%

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ADVANZEON SOLUTIONS, INC.

Explanations of variations by line item follow:

Payroll related expenses decreased $31,356. The Company no longer used 3 subcontractors in the three months ended March 31, 2019 that were used in the comparable period in 2018.

Travel expense was $43,497 lower due to the sales force having cutback on traveling to trade shows and visiting existing and potential clinics. The sales force and supporting forces were most active in 2017 in building up new clientele while in 2018 expanding the services offered to current clientele from local to national.

Professional Fees increased $10,151. In January 2018, we hired an outside accountant for PVMS, whom we pay $7,000 per month. For the period January through March 2018 the fee was prorated to $11,000.

Marketing costs decreased by $8,275 due to the sales force having cutback on traveling to trade shows and visiting existing and potential clinics. The sales force and supporting forces were most active in 2017 in building up new clientele while in 2018 expanding the services offered to current clientele from local to national.

Dues and Subscriptions comprised, in part, an annual payment to a national organization of $25,000 during the three months period of 2018 that is no longer used in the comparable period of 2019.

Office expense decreased by $4,252 due to the establishment of the California location in 2018.

Rent expense increased $10,549 due to having a California office during the three months period ended March 2019 that did not exist in the comparable period in 2018.

Other general and administrative expense decreased by $26,576. This was mainly due to $11,500 in provider fees in 2018 that the Company is no longer using in 2019. In 2018, the Company had bad debt expense of approximately $13,600 that is not recognized in 2019.

Interest expense

Interest expense in total for the three month periods ended March 31, 2019 and 2018 was as follows:

2019	$	328,015
2018		432,126
Change	$	(104,111	)
Percentage Change		-24.09	%

A breakdown of the interest expense for the three month periods ended March 31, 2019 and 2018 is as follows:

	2019		2018		Change
Parent	$	163,092	$	338,091	$	(174,999	)
PVMS		164,923		94,035		70,888
Total	$	328,015	$	432,126	$	(104,111	)

- 18 -

ADVANZEON SOLUTIONS, INC.

Financial Condition

Liquidity and Capital Resources

During the three-month period ended March 31, 2019, we funded our operations from revenues and $355,000 in private borrowings. We will continue to fund our operations from these sources until we are able to produce operating revenue sufficient to cover our cost structure. In the event we are not able to secure such funding, our operations will be adversely affected.

Short Term: We funded our operations with revenues from sales and private borrowings.

Item 3. Quantitative and Qualitative Disclosures about Market Risk:

As a smaller reporting company, we are not required to make any disclosure.

Item 4. Controls and Procedures

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; (iii) provide reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and (iv) provide reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because changes in conditions may occur or the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2019. This evaluation was based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, Internal Control-Integrated Framework. Based upon such assessment, our CFO concluded that, as of March 31, 2019, our internal controls over financial reporting were not optimally effective in the specific areas described in the paragraphs below.

As of March 31, 2019, our CFO identified the following specific material weaknesses in the Company’s internal controls over its financial reporting processes:

● Policies and Procedures for the Financial Close and Reporting Process – During the period of this report, the Company’s policies or procedures did not clearly define the roles in the financial reporting process. The various roles and responsibilities related to this process should be defined, documented, updated and communicated. Not having clear policies and procedures in place amounts to a material weakness in the Company’s internal controls over its financial reporting processes.

- 19 -

ADVANZEON SOLUTIONS, INC.

● Representative with Financial Expertise – For three months ended March 31, 2019, the Company did not continuously have an employee with the requisite knowledge and expertise to review the financial statements and disclosures at a sufficient level to monitor the financial statements and disclosures to the Company. Failure to have, continuously, an employee with such knowledge and expertise amounts to a material weakness to the Company’s internal controls over its financial reporting processes.

As a result of our retaining the services of an Outside Accountant in January 2018 and appointing an internal Company employee to interface with the Outside Accountant, we have instituted the following policies and procedures designed to address the material weaknesses cited above.

● All billing invoices prepared by the billing department are sent to the Outside Accountant for review and approval before sending out to the customer.

● Copies of all incoming payable invoices are sent to the Outside Accountant for review, approval and data entry into the accounting system. That way Corporate Office has the originals and the outside accountants have duplicate copies. Accounts Payable Aging Report is sent once a week from the Outside Accountants to the Corporate office. The Corporate office, along with Outside Accountants, decide on which bills to pay weekly. Electronic payments have a duel control approval system (one person is initiating the payment and another person is approving the payment).

● Paperwork on all customer invoices, credit card payments and check payments received at Corporate are copied and forwarded to Outside Accountants. Customer invoices are recorded daily. Customer payments received are recorded daily. Customer payments are reconciled with the bank on a daily basis. Aged Accounts Receivable Reports are sent to Corporate by the Outside Accountants with suggestions on a regular basis.

● All bank accounts are reconciled monthly.

● Financial Statements are prepared and reviewed monthly.

The Company plans to further augment its addressing of material weaknesses, on an as-needed basis, by hiring additional accounting personnel once its initial corrective steps have been fully implemented, tested and found to be effective.

- 20 -

ADVANZEON SOLUTIONS, INC.

PART II-OTHER INFORMATION

Item 1. Legal Proceedings

With the exception of the matter set forth below, all of the legal proceedings for the three months ended March 31, 2019, are disclosed in our annual report on Form 10-K filed on May 24, 2019.

None.

Item 1A. Risk Factors

The risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2018 have not materially changed.

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

With the exception of the matter set forth below, the sale of unregistered securities for the three months period ended March 31, 2019 were disclosed in our annual report on Form 10-K filed on May 24, 2019.

On May 1, 2019, we issued a convertible promissory note in the principle amount of $50,000 to an accredited investor. The interest rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five year warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.15 per share.

On May 8, 2019, we issued a convertible promissory note in the principle amount of $50,250 to an accredited investor. The interest rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five year warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.15 per share.

- 21 -

ADVANZEON SOLUTIONS, INC.

On May 21, 2019, we issued a convertible promissory note in the principle amount of $50,000 to an accredited investor. The interest rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five year warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.15 per share.

On May 22, 2019, we issued a convertible promissory note in the principle amount of $50,000 to an accredited investor. The interest rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five year warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.15 per share.

On May 22, 2019, we issued a convertible promissory note in the principle amount of $15,000 to an accredited investor. The interest rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five year warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.15 per share.

On May 30, 2019, we issued a convertible promissory note in the principle amount of $50,000 to an accredited investor. The interest rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five year warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.15 per share.

- 22 -

ADVANZEON SOLUTIONS, INC.

On May 31, 2019, we issued a convertible promissory note in the principle amount of $150,000 to an accredited investor. The interest rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five year warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.15 per share.

All of the convertible promissory notes listed above were issued to accredited investors, as that term is defined under the Section 501 of Regulation D, promulgated under the Securities Act of 1933, as amended. The warrants issued in connection with the promissory notes all have a cashless exercise feature.

On May 1, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have a term of three years and an exercise price of $0.25 per warrant.

On May 1, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have a term of three years and an exercise price of $0.25 per warrant.

On May 10, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have a term of three years and an exercise price of $0.25 per warrant.

On May 11, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have a term of three years and an exercise price of $0.25 per warrant.

On May 22, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have a term of three years and an exercise price of $0.25 per warrant.

On May 28, 2019, we issued 3,000,000 warrants to a member of our Chief Accounting Officer. The warrants have a term of five years and an exercise price of $0.0685 per warrant.

- 23 -

ADVANZEON SOLUTIONS, INC.

On May 30, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have a term of three years and an exercise price of $0.25 per warrant.

On May 31, 2019, we issued 638,888 warrants to our Chief Executive Officer in lieu of 2019 first quarter salary. The warrants have a term of five years and an exercise price of $0.09 per warrant.

On May 31, 2019, we issued 347,222 warrants to our President in lieu of 2019 first quarter salary. The warrants have a term of five years and an exercise price of $0.09 per warrant.

We relied on Section 4 (2) of the Securities Act of 1933, as amended and or Section 501 of Regulation D promulgated under said Act as the exemption from registration under the Act.

Item 3. Exhibits

Documents filed as part of this Report.

Exhibit 31.1	Certification of Clark A. Marcus pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2	Certification of Arnold B. Finestone pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

- 24 -

SIGNATURES

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

		Advanzeon Solutions, Inc.
		Registrant
Date:	June 12, 2019	By:	/s/ Clark A. Marcus
			Clark A. Marcus, Chief Executive Officer
Date:	June 12, 2019	By:	/s/ Arnold B. Finestone
			Arnold B. Finestone, President and Chief Financial Officer

- 25 -

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Clark A. Marcus, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Advanzeon Solutions, Inc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, considering the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 12, 2019	by:	/s/ Clark A. Marcus
		Clark A. Marcus,
		President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Arnold B. Finestone, certify that:

6. I have reviewed this Quarterly Report on Form 10-Q of Advanzeon Solutions, Inc;

7. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, considering the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

8. Based on my knowledge, the financial statements, and other financial information included in this report, present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

9. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

10. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 12, 2019	by:	/s/ Arnold B. Finestone
		Arnold B. Finestone,
		President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

SECTION 906 CERTIFICATION

CERTIFICATION REQUIRED BY

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Advanzeon Solutions, Inc. (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 12, 2019	by:	/s/ Clark A. Marcus
		Clark A. Marcus,
		Chief Executive Officer

EX-32.2

EXHIBIT 32.2

SECTION 906 CERTIFICATION

CERTIFICATION REQUIRED BY

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Advanzeon Solutions, Inc. (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 12, 2019	by:	/s/ Arnold B. Finestone
		Arnold B. Finestone,
		President and Chief Financial Officer

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	Jun. 10, 2019
Document and Entity Information [Abstract]
Entity Registrant Name	Advanzeon Solutions, Inc.
Entity Central Index Key	0000022872
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2019
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		67,361,656

XML

Consolidated Balance Sheets - USD ($)	Mar. 31, 2019	Dec. 31, 2018
CURRENT ASSETS
Cash	$ 15,362	$ 25,036
Accounts receivable	21,639	24,890
Current portion of right of use asset	54,162	53,634
Other current assets	1,001,292	828,996
Total current assets	1,092,455	932,556
PROPERTY, PLANT, AND EQUIPMENT
Property and equipment, net	1,493
Leasehold improvements, net	150	299
Total property, plant, and equipment	1,643	299
RIGHT OF USE ASSET, NET OF CURRENT PORTION	16,305	28,920
TOTAL ASSETS	1,110,403	961,775
Loans payable:
Related parties	657,934	737,023
Account payable	917,684	700,067
Debt	10,442,939	10,087,939
Contingent liability	642,659	642,659
Current portion of Right of use lease liability	54,162	53,634
Other accrued expenses	14,978,720	14,614,772
Total current liabilities	27,694,098	26,836,094
RIGHT OF USE LEASE LIABILITY, NET OF CURRENT PORTION	16,305	28,920
TOTAL LIABILITIES	27,710,403	26,865,014
STOCKHOLDERS' DEFICIENCY
Preferred stock, value
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 67,361,656 and 66,661,656 shares issued and outstanding as of March 31, 2019 and December 31, 2018	673,617	666,617
Additional paid in capital	28,036,007	28,012,007
Accumulated deficit	(55,309,634)	(54,581,873)
Total stockholders' deficiency	(26,600,000)	(25,903,239)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY	1,110,403	961,775
Series C Convertible Preferred
STOCKHOLDERS' DEFICIENCY
Preferred stock, value	10	10
Series D Convertible Preferred
STOCKHOLDERS' DEFICIENCY
Preferred stock, value
Remaining Preferred stock
STOCKHOLDERS' DEFICIENCY
Preferred stock, value

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2019	Dec. 31, 2018
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized	1,000,000	1,000,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized	1,000,000,000	1,000,000,000
Common stock, issued	67,361,656	66,661,656
Common stock, outstanding	67,361,656	66,661,656
Series C Convertible Preferred
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized	14,400	14,400
Preferred stock, issued	10,434	10,434
Preferred stock, outstanding	10,434	10,434
Series D Convertible Preferred
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized	7,000	7,000
Preferred stock, issued	250	250
Preferred stock, outstanding	250	250
Remaining Preferred stock
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized	978,600	978,600

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Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Revenues:
Obstructive sleep apnea (OSA)	$ 67,923	$ 180,623
Total revenues	67,923	180,623
Costs and expenses:
Costs of revenues	41,660	49,104
General and administrative	425,804	474,041
Depreciation and amortization	205	150
Total costs and expenses	467,669	523,295
Loss from operations	(399,746)	(342,672)
Other income (expense):
Interest expense	(328,015)	(432,126)
Legal settlement		(240,000)
Other expense
Other income		2,380
Total other income (expense)	(328,015)	(669,746)
Income taxes
Net loss	$ (727,761)	$ (1,012,418)
PER SHARE INFORMATION
Net Loss Per Common Share	$ (0.01)	$ (0.02)
Weighted Average Number of Common Shares Outstanding	66,690,545	64,285,907

XML

Consolidated Statement of Stockholders' Deficiency Equity - 3 months ended Mar. 31, 2019 - USD ($)	Series C Convertible Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2018	$ 10	$ 666,617	$ 28,012,007	$ (54,581,873)	$ (25,903,239)
Balance, shares at Dec. 31, 2018	10,434	66,661,656
Stock issued for services		$ 2,000	14,000		16,000
Stock issued for services, shares		200,000
Sale of stock		$ 5,000	10,000		15,000
Sale of stock, shares		500,000
Net loss				(727,761)	(727,761)
Balance at Mar. 31, 2019	$ 10	$ 673,617	$ 28,036,007	$ (55,309,634)	$ (26,600,000)
Balance, shares at Mar. 31, 2019	10,434	67,361,656

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Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (727,761)	$ (1,012,418)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	205	150
Stock issued for services	16,000	240,000
Amortization of right of use assets	12,087
Net changes in assets and liabilities:
Accounts receivable	3,251	(45,999)
Other current assets	(172,296)	(31,900)
Accounts payable	138,528	166,883
Contingent liability		131,252
Accrued interest - related party		155,327
Other accrued expenses	363,948	141,684
Net cash used in operating activities	(366,038)	(255,021)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant, and equipment	(1,549)
Net cash used in investing activities	(1,549)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from promissory notes	355,000	250,000
Payments on lease liabilities	(12,087)
Sale of stock	15,000
Net cash provided by financing activities	357,913	250,000
Net decrease in cash	(9,674)	(5,021)
CASH - Beginning of Year	25,036	18,200
CASH - END OF PERIOD	15,362	13,179
Supplemental disclosures of cash flow information:
Interest
Income taxes
Recording of right of use assets under lease agreements (ASU 2016-02)	$ 119,640

XML

Description of The Company's Business and Basis of Presentation

3 Months Ended

Mar. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

DESCRIPTION OF THE COMPANY'S BUSINESS AND BASIS OF PRESENTATION

1. DESCRIPTION OF THE COMPANY'S BUSINESS AND BASIS OF PRESENTATION

The consolidated financial statements include the accounts of Advanzeon Solutions, Inc and its wholly owned subsidiary, and its respective subsidiaries (collectively referred to herein as, the "Company," "Advanzeon," "we", "us," or "our").

In the opinion of management, the accompanying unaudited financial statements contain all adjustments necessary to present fairly the Company's financial position as of March 31, 2019, the changes therein for the three-month period then ended and the results of operations for the three-month periods ended March 31, 2019 and 2018.

The financial statements included in the Form 10-Q are presented in accordance with the requirements of the Form and do not include all of the disclosures required by accounting principles general accepted in the United States of America. For additional information, reference is made to the Company's annual report on Form 10-K for the fiscal year ended December 31, 2018. The results of operations for the three-month periods ended March 31, 2019 and 2018 are not necessarily indicative of operating results for the full year.

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Established in 1969, Advanzeon Solutions, Inc., (formerly Comprehensive Care Corp.) ("Advanzeon", "we", "Parent", or the "Company"), through its wholly-owned subsidiary Pharmacy Value Management Solutions, Inc., and its wholly-owned subsidiaries during 2015, and partly in 2016, provided managed care services by acting as the administrator for certain administrative service agreements in the behavioral health and substance abuse fields. We primarily offered these services to commercial, Medicare, Medicaid, Children's Health Insurance Program ("CHIP") health plans, as well as self-insured companies. Our managed care operations consisted solely of servicing administrative service agreements. Starting in July of 2015, we implemented our comprehensive sleep apnea program, called "SleepMaster Solutions" ™. SleepMaster Solutions ("SMS") utilizes an administrative system for the convenient identification/testing and therapy of Obstructive Sleep Apnea ("OSA"). We partnered with a national health care provider by initiating a sleep apnea wellness program whereby we screened, tested and when needed, offered treatment programs for treating this disorder. We also contracted with a union to treat its driver members. Beginning in 2017, our only business was our SMS sleep apnea program.

The Company has elected to not adopt the option available under United States generally accepted accounting principles ("GAAP") to measure any eligible financial instruments or other items at fair market value at this time. Accordingly, the Company measures all of its assets and liabilities on the historical cost basis of accounting, except as otherwise required by GAAP.

Inter-company accounts and transactions have been eliminated in consolidation. Certain minor reclassifications of prior period amounts have been made to conform to the current period presentation.

Use of Estimates - The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates that affect the reported amounts. Actual results could differ from these estimates. Estimates involved in the determination of an allowance for doubtful accounts receivable are considered by management as particularly susceptible to material change in the next year. Other significant estimates relate to stock-based compensation, warrants and beneficial conversion features.

Accounts Receivable - Accounts receivable is carried at its estimated collectible value. Since customer credit is generally extended on a short-term basis, accounts receivable does not bear interest and are uncollateralized. We manage credit risk and determine necessary allowances by evaluating customers' credit worthiness before extending credit and periodically for collectability, based primarily on customers' past credit history and current financial conditions and general economic conditions, results of prior collection efforts, the relative strength of our relationship therewith and, in the event of a dispute, its legal position and the estimated cost of proposed collection proceedings. Management has not established a policy for when to charge off uncollectible accounts receivable or to use external collection agencies and makes such decisions on a case-by-case basis. The maximum losses that the Company would incur if a customer failed to pay would be limited to the carrying value of the receivable.

Revenue Recognition – The Company is on an accrual basis and revenue is recognized when billed, which is approximately when the testing service is performed or CPAP machine is shipped.

Property and Equipment - Property and equipment (Note 4) is stated at cost less accumulated depreciation. Depreciation and amortization are computed using the straight-line method over the estimated useful lives ranging from 2 to 12 years. Leasehold improvements are amortized over the shorter of the lease term or the asset's useful life.

Leasehold Improvement - Leasehold improvement (Note 5) is stated at cost less accumulated amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives ranging from 2 to 12 years. Leasehold improvements are amortized over the shorter of the lease term or the asset's useful life.

Fair Value Measurements - The carrying amounts of cash, accounts receivable and accounts payable approximate their estimated fair value due to the short-term nature of these instruments. Since our other financial liabilities are not traded in an open market, we generally use a present value technique, which is a level 3 input, as defined in GAAP, to measure the estimated fair value of these financial instruments, except for valuing stock options and warrants (see below). The rate used for discounting expected cash flows is a risk-free rate adjusted for systematic and unsystematic risk.

The carrying amounts and estimated fair values of long-term debt at March 31, 2019 and December 31, 2018 are as follows:

	March 31, 2019				December 31, 2018
	Carrying		Estimated		Carrying		Estimated
	Amount		Fair Value		Amount		Fair Value
Convertible promissory notes	$	10,442,939	$	-	$	10,087,939	$	-
Loan payable related party		657,934		-		737,023		-
	$	11,100,873	$	-	$	10,824,962	$	-

During the first quarter of 2019, there have been 11 additional convertible notes totaling $355,000.

Cost of Revenues - Costs of services consist of supplies and operating expenses. Supplies are recognized in the period in which a patient actually receives the supplies.

Right of Use Assets and Lease Liabilities - During the quarter ended March 31, 2019, the Company implemented Accounting Standards Update 2016-02, Leases. Under the new guidance, a lessee must record a liability for lease payments (referred to as the lease liability) and an asset for the right to use the leased asset during the lease term (referred to at the right of use asset) for all leases, regardless of whether they are designated as finance or operating leases. This election requires the lessee to recognize lease expense on a straight-line basis over the lease term. The right of use assets and corresponding right of use liabilities have been recorded using the present value of the leases. See Notes 10 and 11 within the financial statement for additional disclosure on leases.

Income Taxes - We are subject to the income tax jurisdictions of the U.S. and multiple state tax jurisdictions. However, our provisions for income taxes for 2017 and 2018 include only state income taxes.

Management has evaluated our tax positions taken or to be taken on income tax returns that remain subject to examination (i.e., tax years 2013 and thereafter federally), and has concluded that there have been no uncertain tax positions (as defined in GAAP) taken that require recognition or disclosure in the consolidated financial statements. In the event of any income tax-related interest or penalties are incurred, they would be included in general and administrative expense.

Stock Options and Warrants - We grant stock options and warrants to our non-employee directors, note holders and certain consultants allowing them to purchase our common stock pursuant to approved terms. The estimated value of the warrants issued with debt instruments is recorded as a discount on notes payable and amortized as interest expense over the term of the notes using the effective interest method.

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Other Current Assets

3 Months Ended

Mar. 31, 2019

Other Current Assets

OTHER CURRENT ASSETS

3. OTHER CURRENT ASSETS

Other current assets consists of the following at March 31, 2019 and December 31, 2018:

	March 31, 2019		December 31, 2018
Due from Escrow account	$	621,370	$	472,788
Loans to others		4,000		-
Security deposit		13,500		13,500
Capitalized portion of lease		2,665		2,951
Prepaid expenses		25,248		5,248
Miscellaneous receivable		334,509		334,509
Other Current Asset	$	1,001,292	$	828,996

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Property and Equipment

3 Months Ended

Mar. 31, 2019

PROPERTY, PLANT, AND EQUIPMENT

PROPERTY AND EQUIPMENT

4. PROPERTY AND EQUIPMENT

Property and equipment, net, consists of the following at March 31, 2019 and December 31, 2018:

	March 31, 2019			December 31, 2018
Property and equipment		1,549		$	-
Less accumulated depreciation		(56	)		-
Property and equipment - net	$	1,493		$	-

Depreciation expense for the three month period ended March 31, 2019 is $56. A computer was acquired in February of 2019.

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Leasehold Improvement

3 Months Ended

Mar. 31, 2019

Leases [Abstract]

LEASEHOLD IMPROVEMENT

5. LEASEHOLD IMPROVEMENT

Leasehold improvement, net, consists of the following at March 31, 2019 and December 31, 2018:

	March 31, 2019			December 31, 2018
Leasehold improvements		2,992		$	2,992
Less accumulated amortization		(2,842	)		(2,693	)
Leasehold improvements - net	$	150		$	299

Amortization expense for the three month periods ended March 31, 2019 and March 31, 2018 is $149 and $150 respectively.

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Related Party and Shareholder Loans Payable

3 Months Ended

Mar. 31, 2019

Related Party Transactions [Abstract]

RELATED PARTY AND SHAREHOLDER LOANS PAYABLE

6. RELATED PARTY AND SHAREHOLDER LOANS PAYABLE

The Company has received financing from Management of the Company as well as from members of our Board of Directors. These individuals are deemed to be related parties to the Company and their indebtedness must be disclosed separately.

As of March 31, 2019 and December 31, 2018, there are the following related party notes payable:

	March 31, 2019		December 31, 2018
Related party loans payable	$	657,934	$	737,023

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Notes Payable

3 Months Ended

Mar. 31, 2019

Notes Payable [Abstract]

NOTES PAYABLE

7. NOTES PAYABLE

As of March 31, 2019, and December 31, 2018, the balance was as follows:

	March 31, 2019		December 31, 2018
Notes payable	$	10,442,939	$	10,087,939

During the three month ended March 31, 2019, there have been 11 additional convertible-promissory notes totaling $355,000. One previous $50,000 convertible-promissory note was converted into stock during the year ended December 31, 2018.

Break-out of debt between the parent company and our subsidiary PVMS is as follows:

	March 31, 2019		December 31, 2018
Advanzeon parent	$	5,010,016	$	5,010,016
PVMS		5,432,923		5,077,923
	$	10,442,939	$	10,087,939

At PVMS, the total of notes issued year-to-date and their dollar values were as follows:

	March 31, 2019		December 31, 2018
Number of notes issued		11		31
Dollar value	$	355,000	$	1,751,923

All notes are short-term in nature, one-year maturity date. All debt issued has a stated interest rate of 12% per year.

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Contingent Liability

3 Months Ended

Mar. 31, 2019

Contingent Liability

CONTINGENT LIABILITY

8. CONTINGENT LIABILITY

Contingent liability consisted of 3 items:

1. a lawsuit against the Company for $450,000 from the son of a deceased promissory note holder. This matter has been dismissed twice by the judge but is ongoing due to appeals. This case should expire in June or July for lack of prosecution.

2. interest payable in the amount of $171,247 to the same person listed in (1). This interest is related to the lawsuit reference in (1).

3. Advanzeon won a decision on a court case against Universal Healthcare. The attorney's fees relating to this matter total $21,412. This fee will be paid out of the proceeds of the case when collected.

As of March 31, 2019 and December 31, 2018, the balance of this indebtedness is as follows: 

	March 31, 2019		December 31, 2018
Disputed note payable	$	450,000	$	450,000
Disputed interest payable		171,247		171,247
Pending attorney fees		21,412		21,412
Total Contingent Liability	$	642,659	$	642,659

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Other Accrued Liabilities

3 Months Ended

Mar. 31, 2019

Other Accrued Liabilities

OTHER ACCRUED LIABILITIES

9. OTHER ACCRUED LIABILITIES

As of March 31, 2019 and December 31, 2018, the balance of other accrued liabilities is as follows:

	March 31, 2019		December 31, 2018
Management compensation	$	8,873,802	$	8,873,802
Accrued interest non-related party		5,133,882		4,809,644
Board of Director fees		937,500		900,000
State fees		24,850		21,000
Payroll liabilities		3,063		2,927
Year-end accrual of wages and related		5,623		7,399
Total other accrued debt	$	14,978,720	$	14,614,772

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Right of Use Assets

3 Months Ended

Mar. 31, 2019

Notes to Financial Statements

RIGHT OF USE ASSETS

10. RIGHT OF USE ASSETS

The Company entered into one lease for office space and one automobile lease prior to the quarter ended March 31, 2019 that are classified as right of use assets and lease liabilities. The lease for the Company's office space expires April 2020. The lease for the automobile expires in June 2021. In accordance with ASU 2016-02, the Company calculated the present a value of the leases using the average commercial real estate interest rate of 5.50% at the commencement of the office leases and the interest of 2.99% for the automobile lease. Applying the commercial rate, the Company calculated the present value of $87,445 for the office lease and $32,195 for the automobile leasing, that is being amortized over the life of the leases.

As of March 31, 2019, the right of use assets associated with future operating leases are as follows:

Total present value of right of use assets under lease agreements	$	119,640
Amortization of right of use assets		(49,173	)
Total right of use assets as of March 31, 2019	$	70,467

The right of use assets were amortized approximately $4,554 per month. Total amortization expense related to the right of use assets under the lease agreements was $13,662 and $0 for the quarters ended March 31, 2019 and 2018, respectively.

Future amortization of the right of use assets as of March 31, 2019 are as follows:

2020	$	54,162
2021		13,470
2022		2,835
	$	70,467

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Right of Use Lease Liabilities

3 Months Ended

Mar. 31, 2019

Notes to Financial Statements

RIGHT OF USE LEASE LIABILITIES

11. RIGHT OF USE LEASE LIABILITIES

As disclosed in Note 10, the Company entered into one lease for office space and one automobile lease prior to the quarter ended March 31, 2019 that are classified as right of use assets and lease liabilities.

As of March 31, 2019, the lease liabilities associated with future payments due under the leases are as follows:

Total present value of future lease payments	$	119,640
Principal payments made as of the quarter ended March 31, 2019		(49,173	)
Total right of use lease liabilities as of March 31, 2019	$	70,467

The following is a schedule of future minimum lease payments under the right of use lease agreements together with the present value of the net minimum lease payments as of March 31, 2019:

Total future minimum lease payments	$	76,086
Less present value discount		5,619
Total right of use lease liabilities as of June 30, 2018		70,467
Less current portion due within one year		54,162
Long-term right of use liabilities	$	16,305

Total maturities of lease liabilities as of March 31, 2019 are as follows:

	Total future				Right
	minimum lease		Present value		of use lease
	payments		discount		liabilities
2020	$	58,431	$	4,269	$	54,162
2021		14,731		1,126		13,605
2022		2,924		224		2,700
	$	76,086	$	5,619	$	70,467

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Common Stock

3 Months Ended

Mar. 31, 2019

Common Stock

COMMON STOCK

12. COMMON STOCK

During the three-month period ended March 31, 2019, the Company issued 700,000 shares of its common stock as follows:

On March 21, 2019, the Company issued 200,000 shares of its common stock to its Securities Exchange Commission counsel, who elected to take common stock in the Company as partial payment of its legal fees. The total value shares were valued at $0.08 per share on the total value of $16,000.

Additionally, on March 29, 2019, the Company issued 500,000 shares of its common stock to an existing shareholder and warrant holder, who elected to exercise his warrants to purchase 500,000 shares of the Company’s common stock for $15,000. The warrants were issued during May of 2017 or $0.03 per share.

During the three month period ended March 31, 2018, no stock was sold or issued.

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Legal Proceedings

3 Months Ended

Mar. 31, 2019

Legal Proceedings

LEGAL PROCEEDINGS

13. LEGAL PROCEEDINGS

Except as disclosed in Item 1, all of the legal proceedings for the three months ended March 31, 2019, is disclosed in our annual report on Form10-K filed on May 24, 2019.

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Subsequent Events

3 Months Ended

Mar. 31, 2019

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

14. SUBSEQUENT EVENTS

In accordance with ASC Topic 855, "Subsequent Events", the Company evaluated subsequent events through June 12, 2019, the date these financial statements were available to be issued. During its evaluation, the following subsequent events were identified:

During 2019, the Company renegotiated the Tampa office lease and agreed to a three-year extension of the lease with no increase in payments. Effective July 1, 2019, the Company will adopt ASU 2016-02 "Leases" and will record a right of use asset and lease liability of $272,528 related to the lease.

The Huntington Beach lease has been extended during 2019 on a month to month basis at a monthly rate of $4,000.

Issuance of debt and warrants

Subsequent to the balance sheet date, the Company has issued $540,250 of convertible-promissory notes. All of the debt matures in 2020 and has a stated interest rate of 12% and is unsecured. Concurrent with the issuance of debt, the Company has issued 5,728,933 warrants at an average exercise price of $0.17. At the time of issuance, all warrants had a three or five year term.

New service contracts

In the latter part of May 2019, the Company entered into an agreement with Concentra Health Services, Inc. ("Concentra"), whereby, the Company was engaged by Concentra to serve as Concentra's preferred national sleep apnea services provider. Although the Agreement is not exclusive, the Company believes that Concentra has not entered into any similar type agreement with any other company. With approximately 700 occupational medicine facilities, nationwide, Concentra is the national leader in performing the required Department of Transportation (DOT) medical exams for commercial drivers accounting, annually, for approximately fifty percent (50%) of all DOT medical exams performed in the United States. Sleep apnea screening is a required component of all DOT medical exams.

Before the program can be launched, there are a significant number of operational actions, including systems programming, which must be completed by both the Company and Concentra. Following the execution of the Agreement, the Company immediately undertook the task of completing what was needed to be done for the program launch, which included jointly designing with Concentra an appropriate sleep apnea test "Referral Form" to the Company; purchasing additional I.T. equipment; creating and/or purchasing I.T. programs; expanding customer service/sales personnel; and, putting in place appropriate technical equipment so that each referring Concentra clinic can track, in real time on the Company's system, the status of each patient. The Company believes its portion of this integration will be completed shortly. While we do not know the status of Concentra's implementation, we would anticipate same to be similar to the Company's. The Company believes it will realize substantial new revenue immediately upon program launch. 

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Use of Estimates

Use of Estimates - The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates that affect the reported amounts. Actual results could differ from these estimates. Estimates involved in the determination of an allowance for doubtful accounts receivable are considered by management as particularly susceptible to material change in the next year. Other significant estimates relate to stock-based compensation, warrants and beneficial conversion features.

Accounts Receivable

Accounts Receivable - Accounts receivable is carried at its estimated collectible value. Since customer credit is generally extended on a short-term basis, accounts receivable does not bear interest and are uncollateralized. We manage credit risk and determine necessary allowances by evaluating customers' credit worthiness before extending credit and periodically for collectability, based primarily on customers' past credit history and current financial conditions and general economic conditions, results of prior collection efforts, the relative strength of our relationship therewith and, in the event of a dispute, its legal position and the estimated cost of proposed collection proceedings. Management has not established a policy for when to charge off uncollectible accounts receivable or to use external collection agencies and makes such decisions on a case-by-case basis. The maximum losses that the Company would incur if a customer failed to pay would be limited to the carrying value of the receivable.

Revenue recognition

Revenue Recognition – The Company is on an accrual basis and revenue is recognized when billed, which is approximately when the testing service is performed or CPAP machine is shipped.

Property and Equipment

Property and Equipment - Property and equipment (Note 4) is stated at cost less accumulated depreciation. Depreciation and amortization are computed using the straight-line method over the estimated useful lives ranging from 2 to 12 years. Leasehold improvements are amortized over the shorter of the lease term or the asset's useful life.

Leasehold Improvement

Leasehold Improvement - Leasehold improvement (Note 5) is stated at cost less accumulated amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives ranging from 2 to 12 years. Leasehold improvements are amortized over the shorter of the lease term or the asset's useful life.

Fair Value Measurements

Fair Value Measurements - The carrying amounts of cash, accounts receivable and accounts payable approximate their estimated fair value due to the short-term nature of these instruments. Since our other financial liabilities are not traded in an open market, we generally use a present value technique, which is a level 3 input, as defined in GAAP, to measure the estimated fair value of these financial instruments, except for valuing stock options and warrants (see below). The rate used for discounting expected cash flows is a risk-free rate adjusted for systematic and unsystematic risk.

The carrying amounts and estimated fair values of long-term debt at March 31, 2019 and December 31, 2018 are as follows:

	March 31, 2019				December 31, 2018
	Carrying		Estimated		Carrying		Estimated
	Amount		Fair Value		Amount		Fair Value
Convertible promissory notes	$	10,442,939	$	-	$	10,087,939	$	-
Loan payable related party		657,934		-		737,023		-
	$	11,100,873	$	-	$	10,824,962	$	-

During the first quarter of 2019, there have been 11 additional convertible notes totaling $355,000.

Cost of Revenues

Cost of Revenues - Costs of services consist of supplies and operating expenses. Supplies are recognized in the period in which a patient actually receives the supplies.

Right of Use Assets and Lease Liabilities

Right of Use Assets and Lease Liabilities - During the quarter ended March 31, 2019, the Company implemented Accounting Standards Update 2016-02, Leases. Under the new guidance, a lessee must record a liability for lease payments (referred to as the lease liability) and an asset for the right to use the leased asset during the lease term (referred to at the right of use asset) for all leases, regardless of whether they are designated as finance or operating leases. This election requires the lessee to recognize lease expense on a straight-line basis over the lease term. The right of use assets and corresponding right of use liabilities have been recorded using the present value of the leases. See Notes 10 and 11 within the financial statement for additional disclosure on leases.

Income Taxes

Income Taxes - We are subject to the income tax jurisdictions of the U.S. and multiple state tax jurisdictions. However, our provisions for income taxes for 2017 and 2018 include only state income taxes.

Management has evaluated our tax positions taken or to be taken on income tax returns that remain subject to examination (i.e., tax years 2013 and thereafter federally), and has concluded that there have been no uncertain tax positions (as defined in GAAP) taken that require recognition or disclosure in the consolidated financial statements. In the event of any income tax-related interest or penalties are incurred, they would be included in general and administrative expense.

Stock Options and Warrants

Stock Options and Warrants - We grant stock options and warrants to our non-employee directors, note holders and certain consultants allowing them to purchase our common stock pursuant to approved terms. The estimated value of the warrants issued with debt instruments is recorded as a discount on notes payable and amortized as interest expense over the term of the notes using the effective interest method.

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Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Schedule of carrying and estimated fair values of financial instruments

	March 31, 2019				December 31, 2018
	Carrying		Estimated		Carrying		Estimated
	Amount		Fair Value		Amount		Fair Value
Convertible promissory notes	$	10,442,939	$	-	$	10,087,939	$	-
Loan payable related party		657,934		-		737,023		-
	$	11,100,873	$	-	$	10,824,962	$	-

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Other Current Assets (Tables)

3 Months Ended

Mar. 31, 2019

Other Current Assets

Schedule of other current assets

	March 31, 2019		December 31, 2018
Due from Escrow account	$	621,370	$	472,788
Loans to others		4,000		-
Security deposit		13,500		13,500
Capitalized portion of lease		2,665		2,951
Prepaid expenses		25,248		5,248
Miscellaneous receivable		334,509		334,509
Other Current Asset	$	1,001,292	$	828,996

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Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2019

PROPERTY, PLANT, AND EQUIPMENT

Schedule of property and equipment, net

	March 31, 2019			December 31, 2018
Property and equipment		1,549		$	-
Less accumulated depreciation		(56	)		-
Property and equipment - net	$	1,493		$	-

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Leasehold Improvement (Tables)

3 Months Ended

Mar. 31, 2019

Leases [Abstract]

Schedule of leasehold improvement, net

	March 31, 2019			December 31, 2018
Leasehold improvements		2,992		$	2,992
Less accumulated amortization		(2,842	)		(2,693	)
Leasehold improvements - net	$	150		$	299

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Related Party and Shareholder Loans Payable (Tables)

3 Months Ended

Mar. 31, 2019

Related Party Transactions [Abstract]

Schedule of related party notes payable

	March 31, 2019		December 31, 2018
Related party loans payable	$	657,934	$	737,023

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Notes Payable (Tables)

3 Months Ended

Mar. 31, 2019

Notes Payable [Abstract]

Schedule of notes payable

	March 31, 2019		December 31, 2018
Notes payable	$	10,442,939	$	10,087,939

Schedule of break-out of debt

	March 31, 2019		December 31, 2018
Advanzeon parent	$	5,010,016	$	5,010,016
PVMS		5,432,923		5,077,923
	$	10,442,939	$	10,087,939

Schedule of notes issued

	March 31, 2019		December 31, 2018
Number of notes issued		11		31
Dollar value	$	355,000	$	1,751,923

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Contingent Liability (Tables)

3 Months Ended

Mar. 31, 2019

Contingent Liability

Schedule of contingent liability

	March 31, 2019		December 31, 2018
Disputed note payable	$	450,000	$	450,000
Disputed interest payable		171,247		171,247
Pending attorney fees		21,412		21,412
Total Contingent Liability	$	642,659	$	642,659

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Other Accrued Liabilities (Tables)

3 Months Ended

Mar. 31, 2019

Other Accrued Liabilities

Schedule of other accrued liabilities

	March 31, 2019		December 31, 2018
Management compensation	$	8,873,802	$	8,873,802
Accrued interest non-related party		5,133,882		4,809,644
Board of Director fees		937,500		900,000
State fees		24,850		21,000
Payroll liabilities		3,063		2,927
Year-end accrual of wages and related		5,623		7,399
Total other accrued debt	$	14,978,720	$	14,614,772

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Right of Use Assets (Tables)

3 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Schedule of right of use assets associated with future operating leases

Total present value of right of use assets under lease agreements	$	119,640
Amortization of right of use assets		(49,173	)
Total right of use assets as of March 31, 2019	$	70,467

Schedule of future amortization of the right of use assets

2020	$	54,162
2021		13,470
2022		2,835
	$	70,467

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Right of Use Lease Liabilities (Tables)

3 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Schedule of lease liabilities associated with future payments due under the leases

Total present value of future lease payments	$	119,640
Principal payments made as of the quarter ended March 31, 2019		(49,173	)
Total right of use lease liabilities as of March 31, 2019	$	70,467

Schedule of future minimum lease payments under the right of use lease agreements

Total future minimum lease payments	$	76,086
Less present value discount		5,619
Total right of use lease liabilities as of June 30, 2018		70,467
Less current portion due within one year		54,162
Long-term right of use liabilities	$	16,305

Schedule of maturities of lease liabilities

	Total future				Right
	minimum lease		Present value		of use lease
	payments		discount		liabilities
2020	$	58,431	$	4,269	$	54,162
2021		14,731		1,126		13,605
2022		2,924		224		2,700
	$	76,086	$	5,619	$	70,467

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Summary of Significant Accounting Policies (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Schedule of carrying and estimated fair values of financial instruments
Carrying Amount	$ 11,100,873	$ 10,824,962
Estimated Fair Value
Convertible promissory notes [Member]
Schedule of carrying and estimated fair values of financial instruments
Carrying Amount	10,442,939	10,087,939
Estimated Fair Value
Loan payable related party [Member]
Schedule of carrying and estimated fair values of financial instruments
Carrying Amount	657,934	737,023
Estimated Fair Value

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Summary of Significant Accounting Policies (Details Textual)	3 Months Ended
	Mar. 31, 2019 USD ($)
Convertible notes	$ 355,000
Maximum [Member] | Property and equipment [Member]
Useful Life	12 years
Minimum [Member] | Property and equipment [Member]
Useful Life	2 years
Leasehold Improvement [Member] | Maximum [Member]
Useful Life	12 years
Leasehold Improvement [Member] | Minimum [Member]
Useful Life	2 years

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Other Current Assets (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Other Current Assets
Due from Escrow account	$ 621,370	$ 472,788
Loans to others	4,000
Security deposit	13,500	13,500
Capitalized portion of lease	2,665	2,951
Prepaid expenses	25,248	5,248
Miscellaneous receivable	334,509	334,509
Other Current Asset	$ 1,001,292	$ 828,996

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Property and Equipment (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
PROPERTY, PLANT, AND EQUIPMENT
Property and equipment	$ 1,549
Less accumulated depreciation	(56)
Property and equipment - net	$ 1,493

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Property and Equipment (Details Textual)	3 Months Ended
	Mar. 31, 2019 USD ($)
Property and Equipment (Textual)
Depreciation expense	$ 56

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Leasehold Improvement (Details) - Leasehold Improvements [Member] - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Leasehold improvement	$ 2,992	$ 2,992
Less accumulated amortization	(2,842)	(2,693)
Leasehold improvement - net	$ 150	$ 299

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Leasehold Improvement (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Leasehold Improvement (Textual)
Amortization expense	$ 149	$ 150

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Related Party and Shareholder Loans Payable (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Related Party Transactions [Abstract]
Related party loans payable	$ 657,934	$ 737,023

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Notes Payable (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Notes Payable [Abstract]
Notes payable	$ 10,442,939	$ 10,087,939

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Notes Payable (Details 1) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Notes payable	$ 10,442,939	$ 10,087,939
Advanzeon parent [Member]
Notes payable	5,010,016	5,010,016
PVMS [Member]
Notes payable	$ 5,432,923	$ 5,077,923

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Notes Payable (Details 2) - Pharmacy Value Management Solutions Inc. [Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Number of notes issued	11	31
Dollar value	$ 355,000	$ 1,751,923

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Notes Payable (Details Textual)	3 Months Ended
	Mar. 31, 2019 USD ($) Number	Dec. 31, 2018 USD ($)
Maturity date	one-year
Description of interest rate	All debt issued has a stated interest rate of 12% per year.
Short Term One Note [Member]
Stated interest rate	12.00%
Number of additional notes | Number	11
Debt converted into stock	$ 355,000
Convertible note payable		$ 50,000

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Contingent Liability (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Contingent Liability
Disputed note payable	$ 450,000	$ 450,000
Disputed interest payable	171,247	171,247
Pending attorney fees	21,412	21,412
Total Contingent Liability	$ 642,659	$ 642,659

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Contingent Liability (Details Textual) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Disputed interest payable	$ 171,247	$ 171,247
Attorney fees	21,412	$ 21,412
Deceased promissory note holder [Member]
Contingent liability	450,000
Disputed interest payable	171,247
Attorney fees	$ 21,412

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Other Accrued Liabilities (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Other Accrued Liabilities
Management compensation	$ 8,873,802	$ 8,873,802
Accrued interest non-related party	5,133,882	4,809,644
Board of Director fees	937,500	900,000
State fees	24,850	21,000
Payroll liabilities	3,063	2,927
Year-end accrual of wages and related	5,623	7,399
Total other accrued debt	$ 14,978,720	$ 14,614,772

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Right of Use Assets (Details) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Notes to Financial Statements
Total present value of right of use assets under lease agreements	$ 119,640
Amortization of right of use assets	(49,173)
Total right of use assets as of March 31, 2019	$ 70,467

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Right of Use Assets (Details 1)	Mar. 31, 2019 USD ($)
Notes to Financial Statements
2020	$ 54,162
2021	13,470
2022	2,835
Total	$ 70,467

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Right of Use Assets (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Right of Use Assets (Textual)
Lease, description	The lease for the Company's office space expires April 2020. The lease for the automobile expires in June 2021. In accordance with ASU 2016-02, the Company calculated the present a value of the leases using the average commercial real estate interest rate of 5.50% at the commencement of the office leases and the interest of 2.99% for the automobile lease. Applying the commercial rate, the Company calculated the present value of $87,445 for the office lease and $32,195 for the automobile leasing, that is being amortized over the life of the leases.
Present value of lease	$ 87,445
Right of use assets amortized per month	4,554
Total amortization expenses	13,662	$ 0
Automobiles [Member]
Right of Use Assets (Textual)
Present value of lease	$ 32,195

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Right of Use Lease Liabilities (Details)	Mar. 31, 2019 USD ($)
Notes to Financial Statements
Total present value of future lease payments	$ 119,640
Principal payments made as of the quarter ended March 31, 2019	(49,173)
Total right of use lease liabilities as of March 31, 2019	$ 70,467

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Right of Use Lease Liabilities (Details 1) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Notes to Financial Statements
Total future minimum lease payments	$ 76,086
Less present value discount	5,619
Total right of use lease liabilities as of June 30, 2018	70,467
Less current portion due within one year	54,162	$ 53,634
Long-term right of use liabilities	$ 16,305

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Right of Use Lease Liabilities (Details 2)	Mar. 31, 2019 USD ($)
Total future minimum lease payments	$ 76,086
Present value discount	5,619
Right of use lease liabilities	70,467
2020 [Member]
Total future minimum lease payments	58,431
Present value discount	4,269
Right of use lease liabilities	54,162
2021 [Member]
Total future minimum lease payments	14,731
Present value discount	1,126
Right of use lease liabilities	13,605
2022 [Member]
Total future minimum lease payments	2,924
Present value discount	224
Right of use lease liabilities	$ 2,700

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Common Stock (Details) - USD ($)	1 Months Ended		3 Months Ended
	Mar. 29, 2019	Mar. 21, 2019	Mar. 31, 2019	May 31, 2017
Common Stock (Textual)
Share price			$ 0.08
Stock issued for partial payment of legal fees, value			$ 16,000
Warrants to purchase shares			500,000
Common stock value			$ 15,000
Number of shares issued in debt conversion (in dollars per shares)				$ 0.03
Common Stock [Member]
Common Stock (Textual)
Number of shares issued	500,000	200,000	700,000

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Subsequent Events (Details) - USD ($)		1 Months Ended	3 Months Ended
	Jul. 01, 2019	May 31, 2019	Mar. 31, 2019
Scenario, Forecast [Member]
Subsequent Events (Textual)
Right of use asset and lease liability	$ 272,528
Warrant [Member]
Subsequent Events (Textual)
Number of warrant issued			5,728,933
Exercise price of warrants (in dollars per share)			$ 0.17
Warrant [Member] | Minimum [Member]
Subsequent Events (Textual)
Warrant term			3 years
Warrant [Member] | Maximum [Member]
Subsequent Events (Textual)
Warrant term			5 years
Convertible-promissory notes [Member]
Subsequent Events (Textual)
Face amount			$ 540,250
Maturity date			All of the debt matures in 2020
Interest rate			12.00%
Huntington Beach Office [Member]
Subsequent Events (Textual)
Rent of extended lease (per month)			$ 4,000
Concentra Health Services, Inc. [Member] | Subsequent Event [Member]
Subsequent Events (Textual)
Agreement, description		With approximately 700 occupational medicine facilities, nationwide, Concentra is the national leader in performing the required Department of Transportation (DOT) medical exams for commercial drivers accounting, annually, for approximately fifty percent (50%) of all DOT medical exams performed in the United States. Sleep apnea screening is a required component of all DOT medical exams.