10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2018

OR

¨ Transition report under section 13 or 15(d) of the Securities Act of 1934.

For the Transition period from ________ to ______.

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)	(IRS 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)

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 filing requirements for the past 90 days. Yes ¨ No x

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ¨ No x

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 (Check one).

Large Accelerated Filer	¨	Accelerated Filer	¨
Non-Accelerated Filer	¨	Smaller Reporting Company	x
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 x

As of April 12, 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 June 30, 2018 (unaudited) and December 31, 2017	1 – 2
	Consolidated Statements of Operations for the Three and Six Month Periods Ended June 30, 2018 and 2017 (unaudited)	3
	Consolidated Statement of Stockholders' Deficiency as of June 30, 2018 (unaudited) and December 31, 2017	4
	Consolidated Statements of Cash Flows for the Six Month Periods Ended June 30, 2018 and 2017 (unaudited)	5
	Notes to Consolidated Financial Statements	6 – 13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14 – 21
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	22
Item 4.	Controls and Procedures	22 – 23
PART II.	Other Information
Item 1.	Legal Proceedings	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Exhibits	24

ADVANZEON SOLUTIONS, INC.

CONSOLIDATED BALANCE SHEETS

June 30, 2018 (unaudited) and December 31, 2017

ASSETS

	June 30,		December 31,
	2018		2017
	(unaudited)
CURRENT ASSETS
Cash	$	373	$	18,200
Accounts receivable		46,526		961
Other current assets		445,357		62,833
Total current assets		492,256		81,994
PROPERTY AND EQUIPMENT, NET		598		898
TOTAL ASSETS	$	492,854	$	82,892

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

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ADVANZEON SOLUTIONS, INC.

CONSOLIDATED BALANCE SHEETS

June 30, 2018 (unaudited) and December 31, 2017

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

	June 30,			December 31,
	2018			2017
	(unaudited)
CURRENT LIABILITIES
Loans payable:
Related parties	$	899,303		$	19,923
Due to shareholder		-			3,000,000
Account payable		661,501			946,841
Current portion of long-term debt		8,928,718			8,461,795
Contingent liability		642,659			489,995
Accrued interest- related party		-			5,017,708
Other accrued expenses		13,943,785			13,170,753
Total current liabilities		25,075,966			31,107,015
Long-term debt, net of current portion		-			-
TOTAL LIABILITIES		25,075,966			31,107,015
STOCKHOLDERS' DEFICIENCY
Preferred stock, $50 par value; 1,000,000 shares authorized		-			-
Series C Convertible Preferred; $50 par value; 14,400 shares authorized; 10,434 shares issued and outstanding		521,700			521,700
Series D Convertible Preferred; $50 par value; 7,000 shares authorized; 250 shares issued and outstanding		-			-
Remaining Preferred stock; $50 par value; 978,600 shares		-			-
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 66,661,656 and 63,063,685 shares issued and outstanding as of June 30, 2018 and December 31, 2017		666,617			630,637
Additional paid in capital		27,490,317			27,235,066
Accumulated deficit		(53,261,746	)		(59,411,526	)
Total stockholders' deficiency		(24,583,112	)		(31,024,123	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY	$	492,854		$	82,892

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

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ADVANZEON SOLUTIONS, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

For the Three and Six Month Periods Ended June 30, 2018 and 2017 (unaudited)

	Three Month Periods Ended						Six Month Periods Ended
	June 30,						June 30,
	2018			2017			2018			2017
Revenues:
Obstructive sleep apnea (OSA)	$	169,944		$	209,572		$	350,567		$	335,692
Total revenues		169,944			209,572			350,567			335,692
Costs and expenses:
Cost of revenues		185,245			70,141			234,344			123,031
General and administrative		513,012			699,878			987,059			1,098,404
Depreciation		150			-			300			-
Total costs and expenses		698,407			770,019			1,221,703			1,221,435
Loss from operations		(528,463	)		(560,447	)		(871,136	)		(885,743	)
Other income (expense):
Interest expense		(408,747	)		(361,021	)		(840,873	)		(724,542	)
Legal settlement		328,269			(17,031	)		328,269			(17,031	)
Settlement of prior accounting services		-			-			(240,000	)		-
Extinguishment of loan due to shareholder		7,771,140			-			7,771,140			-
Other income		-			-			2,380			-
Total other income (expense)		7,690,662			(378,052	)		7,020,916			(741,573	)
Income taxes		-			-			-			-
Net income (loss)	$	7,162,199		$	(938,499	)	$	6,149,780		$	(1,627,316	)
PER SHARE INFORMATION
Net Income (Loss) Per Common Share	$	0.11		$	(0.01	)	$	0.09		$	(0.03	)
Weighted Average Number of Common Shares Outstanding		66,573,855			63,063,685			65,436,202			63,063,685

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

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ADVANZEON SOLUTIONS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY

June 30, 2018 (unaudited) and December 31, 2017

	Series C		Series C
	Convertible		Convertible
	Preferred		Preferred		Common		Common		Additional
	Stock Number		Stock		Stock Number		Stock		Paid-in		Accumulated
	of Shares		Amount		of Shares		Amount		Capital		Deficit			Total
Balance at December 31, 2017		10,434	$	521,700		63,063,685	$	630,637	$	27,235,066	$	(59,411,526	)	$	(31,024,123	)
Stock issued for settlement of accounting services		-		-		2,000,000		20,000		220,000		-			240,000
Issuance of stock options		-		-		1,597,971		15,980		35,251		-			51,231
Net income		-		-		-		-		-		6,149,780			6,149,780
Balance at June 30, 2018		10,434	$	521,700		66,661,656	$	666,617	$	27,490,317	$	(53,261,746	)	$	(24,583,112	)

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

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ADVANZEON SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Month Periods Ended June 30, 2018 and 2017 (unaudited)

	Six Month Periods Ended
	June 30,
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	6,149,780		$	(1,627,316	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation		300			-
Stock issued for settlement of accounting services		240,000			-
Extinguishment of loan due to shareholder and accrued interest		(7,771,140	)		-
Net changes in assets and liabilities:
Accounts receivable		(45,565	)		(800	)
Other current assets		(382,524	)		19,797
Accounts payable		389,660			(408,415	)
Contingent liability		152,664			-
Accrued interest - related party		(246,568	)		-
Other accrued expenses		970,523			797,041
Net cash used in operating activities		(542,870	)		(1,219,693	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from promissory notes		525,043			1,060,000
Payments on long term debt					(25,000	)
Net cash provided by financing activities		525,043			1,035,000
Net decrease in cash		(17,827	)		(184,693	)
CASH - Beginning of Year		18,200			194,049
CASH - END OF PERIOD	$	373		$	9,356
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest	$	-		$	-
Income taxes	$	-		$	-
Schedule of non-cash investing transactions:
Convertible promissory note converted to common stock	$	51,231		$	-

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

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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 June 30, 2018, the changes therein for the three and six month periods then ended and the results of operations for the three and six month periods ended June 30, 2018 and 2017.

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 years ended December 31, 2017, 2016 and 2015, filed January 29, 2019. The results of operations for the six-month period ended June 30, 2018 and 2017 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 and accrued claims payable, including incurred but not reported, 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 - 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.

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 June 30, 2018 and December 31, 2017 are as follows:

	June 30, 2018				December 31, 2017
	Carrying		Estimated		Carrying		Estimated
	Amount		Fair Value		Amount		Fair Value
Convertible promissory notes	$	8,928,718	$	-	$	8,461,795	$	-
Loans payable related party		899,303		-		3,019,923		-
	$	9,828,021	$	-	$	11,481,718	$	-

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ADVANZEON SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the six months ended June 30, 2018, there have been 15 additional convertible-promissory notes totaling $516,923 and $913,503 was reclassified from accounts payable to related party loans payable. One previous $50,000 convertible-promissory note was converted into stock.

Cost of Revenues - Costs of revenues consist of sleep testing expenses, supplies, service fees and product shipping.

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/fees.

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 June 30, 2018 and December 31, 2017:

	June 30, 2018		December 31, 2017
Due from escrow account	$	102,100	$	29,068
Loans to others		-		400
Security deposit		3,500		3,500
Prepaid expenses		5,248		29,865
Miscellanous receivable		334,509		-
Other Current Asset	$	445,357	$	62,833

In 2018, $24,616 of prepaid expenses was reclassified to miscellaneous receivable. The remaining $309,893 in miscellaneous receivable is legal settlement income.

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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 June 30, 2018 and December 31, 2017:

	June 30, 2018			December 31, 2017
Leasehold improvement	$	2,992		$	2,992
Less accumulated depreciation		(2,394	)		(2,094	)
Property and equipment - net	$	598		$	898

Depreciation expense for the six month periods ended June 30, 2018 and 2017 is $300 and $0, respectively.

5. 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 June 30, 2018 and December 31, 2017, there are the following related party notes payable:

	June 30, 2018		December 31, 2017
Related party loans payable	$	899,303	$	19,923
Due to shareholder		-		3,000,000
	$	899,303	$	3,019,923

During the first quarter of 2018, $910,010 was reclassified from accounts payable to loans payable related party. During the quarter ended June 30, 2018 the Company wrote off the due to shareholder balance and accrued interest totaling $7,771,140 as further discussed in Note 10.

6. NOTES PAYABLE

As of June 30, 2018, and December 31, 2017, the balance was as follows:

	June 30, 2018		December 31, 2017
Notes payable	$	8,928,718	$	8,461,795

During the six months ended June 30, 2018, there have been 15 additional convertible-promissory notes totaling $516,923. One previous $50,000 convertible-promissory note was converted into stock.

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ADVANZEON SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

	June 30, 2018		December 31, 2017
Advanzeon parent	$	5,035,795	$	5,035,795
PVMS		3,892,923		3,426,000
	$	8,928,718	$	8,461,795

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

	June 30, 2018		December 31, 2017
Number of notes issued		15		39
Dollar value	$	516,923	$	1,570,000

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

At PVMS, the total of notes converted to stock for the sixth month period ended June 30, 2018 and their dollar values were as follows:

	June 30, 2018
Number of notes converted		1
Dollar value	$	50,000

7. CONTINGENT LIABILITY

Contingent Liability consisted of 3 items:

1) a lawsuit by the son of a deceased promissory note holder in the amount of $450,000. The son's actions have been dismissed by the court 2 previous times.

2) interest payable to the same person listed in (1) in the amount of $171,247

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.

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ADVANZEON SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2018 and December 31, 2017, the balance of this indebtedness is as follows:

	June 30, 2018		December 31, 2017
Legal settlement payable	$	-	$	39,995
Disputed note payable		450,000		450,000
Disputed interest payable		171,247		-
Pending attorney fees		21,412		-
Total Contingent Liability	$	642,659	$	489,995

In 2018, we have reclassified the Legal Settlement Payable of $39,995 to Accounts Payable.

8. ACCRUED INTEREST-RELATED PARTY

As of June 30, 2018 and December 31, 2017, the balance of accrued interest on this indebtedness is as follows:

	June 30, 2018		December 31, 2017
Accrued interest related party	$	-	$	5,017,708

During the second quarter of 2018, a total of $4,771,140 was written off to Extinguishment of loan due to shareholder. The remaining balance of $246,568 was reclassified as Accrued Interest Payable (non-related party).

9. OTHER ACCRUED LIABILITIES

As of June 30, 2018 and December 31, 2017, the balance of other accrued liabilities is as follows:

	June 30, 2018		December 31, 2017
Management compensation	$	8,873,802	$	8,873,802
Accrued interest non-related party		4,221,056		2,632,159
Board of Director fees		825,000		600,000
State fees		21,000		-
Payroll liabilities		2,927		11,522
Other		-		1,053,270
Total other accrued debt	$	13,943,785	$	13,170,753

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ADVANZEON SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In 2018 other accrued liabilities of $1,053,270 has been reclassified to its proper category, $696,989 has been reclassified to accrued interest-non-related party, $196,260 to loan payable related party, $150,000 to accrued board of directors fees, and $10,021 was a reversal of the December 31, 2017 year-end accrual of wages, subcontractor fees, and commissions.

10. EXTINGUISHMENT OF LOAN DUE TO SHAREHOLDER

An expired promissory note and the accrued interest was written off to extinguishment of loan due to shareholders in accordance with Florida Law 95.11 (2)(b) on the expiration of debt. The principal amount of $3,000,000 and accrued interest of $4,771,140 was written off.

11. COMMITMENTS AND CONTINGENCIES

We lease certain office space under an operating lease that expires on June 30, 2019. The Tampa office lease contains an annual escalation clause and a provision for payment of real estate taxes, insurance, and maintenance and repair expenses. Total rental expense for the lease for the sixth month periods ended June 30, 2018 and June 30, 2017 is $49,607 and $62,015, respectively.

12. COMMON STOCK

During the six month period ended June 30, 2018, the Company issued 2,000,000 shares of common stock for a legal settlement. The shares were issued at a value of $0.12 per share or for a total value of $240,000. In addition, the Company issued 1,597,971 shares for the conversion of a promissory note of $50,000 and accrued interest of $1,231. The stock was issued at a value of $0.03 per share. The Company relied on Section 4(a)(1) of the Securities Act of 1933, as amended, as the exemption from registration under the Act. The Company authorized the increase in the number of common shares available to one billion common shares as described within Note 14.

During the six month period ended June 30, 2017, no stock was sold or issued.

13. LEGAL PROCEEDINGS

Except as set forth in Item 1, all of the legal proceedings for the six month periods ended June 30, 2018 is disclosed in our annual report on Form10-K filed on January 29, 2019.

On May 15, 2018, the Company was awarded $269,750 during the final settlement of litigation in connection with overpaid fees owed to the Company. In addition the Company was awarded $70,000 related to use of a trademark in a mediation settlement. As referred to in Note 3, $309,893 of these awarded settlements are still outstanding as of June 30, 2018.

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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 April 22, 2019, the date these financial statements were available to be issued. During their evaluation, the following subsequent event was identified.

The Company entered into various convertible debt agreements totaling $1,185,000. Additionally, on September 28, 2018 the Company adjusted the par value of the Series C Convertible Preferred Stock from $50 per share to $.001 per share.

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 his legal fees.

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.

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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, 2017.

This report includes forward-looking statements, the realization of which may be affected by certain important 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.

- 14 -

ADVANZEON SOLUTIONS, INC.

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

During the period, the Company worked diligently to develop its marketing platform with respect to agreements previously entered into. In addition, it entered into two new agreements designed to not only generate revenue for the Company but increase its visibility on a national stage. At the end of the previous quarter, the Company entered into an agreement with T.A. Baxter, LLC (“Baxter”), a specialty pharmaceutical company specializing in CDC-compliant opioid pain medication, commercially known as LoMed. The agreement provides for the automatic sleep apnea testing of all LoMed patients as a pre-condition to being prescribed the LoMed product. During this period, the Company worked closely with Baxter in connection with promoting the LoMed product to pain clinics and physicians in various geographic locations. The Company believes that its sleep apnea program is an integral part of good medicine in connection with the prescribing of pain medication to patients and that its relationship with Baxter provides the Company with an excellent opportunity for the Company to market its product in the pain/behavioral health space, in general.

In April, the Company entered into an agreement with Interstate Specialty Marketing, Inc. (“ISM”), a specialty marketing company that offers a wide array of products and services to affinity groups with whom it contracts. The agreement provides for the Company to be included automatically in ISM’s promotion to its association clients on a going-forward basis. ISM currently has two material association accounts. The agreement is effective immediately. However, the Company anticipates a ramp-up time of three to five months before ISM will have designed appropriate marketing material for execution of its obligations to the Company. During the next two quarters, the Company will work closely with ISM so that when launched, the Company’s product will be embedded as an automatic benefit being provided to all of the members of ISM’s clients, nationwide.

Also in this quarter, we entered into an agreement with a large national healthcare services provider that provides a number of healthcare services, nationwide, to former employees of the U.S. Government. These services include testing for sleep apnea, when suspected. This is a third-party payer arrangement, whereby, when our contract partner examines a member of this group and suspects that the patients may suffer from sleep apnea, the patient is referred to us for sleep apnea testing. This is not an exclusive arrangement, but we do not know of any other resource being used by our contract partner for this purpose. Our fees for testing our contract partner’s patients are billed to and paid by our contract partner.

In this quarter, we entered into an agreement with one of the nation’s largest healthcare providers, which agreement designates us as a national vendor for this healthcare provider. The agreement specifically designates us as the obstructive sleep apnea (OSA) healthcare provider for a large municipality with whom our contract partner also contracted. Under the terms of this agreement, the Company provides sleep apnea testing to all municipal employees visiting our contract partner’s clinics who exhibit signs of OSA. Our services are billed to and paid by our contract partner. This agreement is exclusive with respect to the subject municipality.

- 15 -

ADVANZEON SOLUTIONS, INC.

Sources of Revenue

Three month periods ended June 30, 2018 and 2017

A quantitative summary of our revenues by source category for the three month periods ended June 30, 2018 and 2017:

	2018		2017		Change
OSA- related	$	169,944	$	209,572	$	(39,628	)

Results of Operations

OSA services decreased to $169,944 in 2018 from $209,572 in 2017 due to approximately $43,000 in discounts given for services.

Cost of revenues increased to $185,245 in 2018 from $70,141 in 2017. The difference in amounts is a result of the timing of when services were performed to generate revenues.

General and administrative expense

General and administrative expense in total for the three month periods ended June 30, 2018 and 2017 was as follows:

2018	$	513,012
2017		699,878
Change	$	(186,866	)
Percentage Change		-26.70	%

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 for the three month periods ended June 30, 2018 and 2017 is as follows:

	2018		2017		Change			Percent Change
Parent	$	229,106	$	307,026	$	(77,920	)		-25.38	%
PVMS		283,906		392,852		(108,946	)		-27.73	%
Total	$	513,012	$	699,878	$	(186,866	)		-26.70	%

- 16 -

ADVANZEON SOLUTIONS, INC.

Parent Company Level

	2018		2017		Change			Percent Change
Travel expense	$	20,367	$	915	$	19,452			2125.90	%
Professional fees		137,579		194,074	$	(56,495	)		-29.11	%
Board of Directors fees		37,500		37,500	$	-			0.00	%
Rent expense		24,796		31,227	$	(6,431	)		-20.59	%
Other		8,864		43,310	$	(34,446	)		-79.53	%
Total G & A	$	229,106	$	307,026	$	(77,920	)		-25.38	%

Explanations of variations by line item follow:

Travel expense increased over the comparable period as a result of timing of travel taken during the periods.

Professional Fees decreased $56,495. In January 2018, we hired an outside accountant for PVMS, whom we pay $7,000 per month. The decrease is a result of $42,600 paid during the three-month period ended June 30, 2017 that was no longer used in the three-month period ending June 30, 2018

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

PVMS Subsidiary Level

	2018		2017		Change			Percent Change
Payroll related	$	133,155	$	128,233	$	4,922			3.84	%
Travel and related expense		56,519		42,513	$	14,006			32.95	%
Professional fees		29,310		17,650	$	11,660			66.06	%
Marketing costs		12,455		14,684	$	(2,229	)		-15.18	%
Dues and subscriptions		210		-	$	210			100.00	%
Office supplies		15,232		1,067	$	14,165			1327.55	%
Other		37,025		188,705	$	(151,680	)		-80.38	%
Total G & A	$	283,906	$	392,852	$	(108,946	)		-27.73	%

Explanations of variations by line item follow:

Payroll related expenses increased $4,922. As the Company began to expand operations it gave its employees raises.

Travel expense was $14,006 higher due to the fact that the sales force is constantly traveling to trade shows and to visit existing and potential clinics. The sales force and supporting staff or personnel were not fully intact during 2017.

- 17 -

ADVANZEON SOLUTIONS, INC.

Professional Fees increased $11,660. In 2018, we hired an outside accountant for PVMS, whom we pay $7,000 per month. There was also a consultant hired and paid $6,000 to improve social media activities.

Other Income (Expense) decreased by $151,680. This was mainly due to 2017 miscellaneous expenses being improperly coded at year-end. Most of these expenses relate to travel and related expenses.

Interest expense

Interest expense in total for the three month periods ended June 30, 2018 and 2017 was as follows:

2018	$	408,747
2017		361,021
Change	$	47,726
Percentage Change		13.22	%

A breakdown of the interest expense for the three month periods ended June 30, 2018 and 2017 is as follows:

	2018		2017		Change
Parent	$	279,753	$	283,001	$	(3,248	)
PVMS		128,994		78,020		50,974
Total	$	408,747	$	361,021	$	47,726

Sources of Revenue

Six month period ended June 30, 2018 and 2017

A quantitative summary of our revenues by source category for the six month period ended June 30, 2018 and 2017:

	2018		2017		Change
OSA- related	$	350,567	$	335,692	$	14,875

Results of Operations

OSA services increased to $350,567 in 2018 from $335,692 in 2017 due to the continued growth in the number of contracts that the Company had due to an enhanced marketing effort.

Cost of revenues increased to $234,344 in 2018 from $123,031 in 2017. The difference in amounts is a result of the timing of when services were performed to generate the revenues.

- 18 -

ADVANZEON SOLUTIONS, INC.

General and administrative expense

General and administrative expense in total for the six month periods ended June 30, 2018 and 2017 was as follows:

2018	$	987,059
2017		1,098,404
Change	$	(111,345	)
Percentage Change		-10.14	%

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 for the six month periods ended June 30, 2018 and 2017 is as follows:

	2018		2017		Change			Percent Change
Parent	$	354,159	$	461,834	$	(107,675	)		-23.31	%
PVMS		632,900		636,570		(3,670	)		-0.58	%
Total	$	987,059	$	1,098,404	$	(111,345	)		-10.14	%

Parent Company Level

	2018		2017		Change			Percent Change
Travel expense	$	23,867	$	1,403	$	22,464			1601.14	%
Professional fees		164,031		265,224		(101,193	)		-38.15	%
Board of Directors fees		75,000		75,000		-			0.00	%
Rent expense		49,607		62,015		(12,408	)		-20.01	%
Other		41,654		58,192		(16,538	)		-28.42	%
Total G & A	$	354,159	$	461,834	$	(107,675	)		-23.31	%

Explanations of variations by line item follow:

Travel expense increased over the comparable period as a result of timing of travel taken during the periods.

Professional Fees decreased $101,193. The decrease is a result of $85,000 paid during the six- month period ended June 30, 2017 that was no longer used in the six-month period ended June 30, 2018

- 19 -

ADVANZEON SOLUTIONS, INC.

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

PVMS Subsidiary Level

	2018		2017		Change			Percent Change
Payroll related	$	266,656	$	217,383	$	49,273			22.67	%
Travel and related expense		139,443		108,187		31,256			28.89	%
Professional fees		61,656		18,200		43,456			238.77	%
Marketing costs		28,230		31,617		(3,387	)		-10.71	%
Dues and subscriptions		38,213		-		38,213			100.00	%
Office supplies		28,343		2,307		26,036			1128.57	%
Other		70,359		258,876		(188,517	)		-72.82	%
Total G & A	$	632,900	$	636,570	$	(3,670	)		-0.58	%

Explanations of variations by line item follow:

Payroll related expenses increased $49,273. As the Company began to expand operations it hired two additional personnel and began paying commission.

Travel expense was $31,256 higher due to the fact that our CEO traveled extensively on business development and the sales force is constantly traveling to visit existing and potential clinics. The sales force and supporting staff or personnel were not fully intact during 2017.

Professional Fees increased $43,456. 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. There were also 2 consultants hired and paid $21,000 to improve social media and miscellaneous.

Dues and Subscriptions comprised, in part, an annual payment to a national organization of $25,000.

Other Income (Expense) decreased by $188,517. This was mainly due to 2017 miscellaneous expenses being properly coded at year-end. Most of these expenses relate to Travel and related expense.

Interest expense

Interest expense in total for the six month periods ended June 30, 2018 and 2017 was as follows:

2018	$	840,873
2017		724,542
Change	$	116,331
Percentage Change		16.06	%

- 20 -

ADVANZEON SOLUTIONS, INC.

A breakdown of the interest expense for the six month periods ended June 30, 2018 and 2017 is as follows:

	2018		2017		Change
Parent	$	617,844	$	568,502	$	49,342
PVMS		223,029		156,040		66,989
Total	$	840,873	$	724,542	$	116,331

- 21 -

ADVANZEON SOLUTIONS, INC.

Financial Condition

Liquidity and Capital Resources

During the six month periods ended June 30, 2018, we funded our operations from revenues and $525,043 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 June 30, 2018. 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 June 30, 2018, our internal controls over financial reporting were not optimally effective in the specific areas described in the paragraphs below.

As of June 30, 2018, 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.

- 22 -

ADVANZEON SOLUTIONS, INC.

· Representative with Financial Expertise – For six month periods ended June 30, 2018, 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.

- 23 -

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 six month period ended June 30, 2018 is disclosed in our annual report on Form 10-K filed on January 29, 2019.

In a related matter to the Katzman litigation, On January 10, 2017, the Company brought an action against Melanie Damian et al. Case number 17-CA-00252, Thirteenth Judicial Circuit Court. Hillsborough County, FL. The Company alleges abuse of process based on wrongful collection practices including wrongful garnishment of bank accounts. The matter has been dismissed by mutual consent.

In an action entitled Pharmacy Value Management Services Inc. v. Hartman et al,
Case No. 8:17-cv-132-T-35TBM (M.D. Fla.) – a settlement pursuant to the mediation in the matter was reached and executed on March 18, 2018. Pursuant to the settlement Defendants paid the sum of $70,000.

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 period were disclosed in our annual report on Form 10-K filed on January 29, 2019.

During the six month period ended June 30, 2018, the Company issued 2,000,000 shares of common stock for a legal settlement. The shares were issued at a value of $0.12 per share or for a total value of $240,000. In addition, the Company issued 1,597,971 shares for the conversion of a promissory note of $50,000 and accrued interest of $1,231. The stock was issued at a value of $0.03 per share. We relied on Section 4(a)(1) of the Securities Act of 1933, as amended, 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 Section302 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

- 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:	April 22, 2019	By:	/s/ Clark A. Marcus
			Clark A. Marcus, Chief Executive Officer
		By:	/s/ Arnold B. Finestone
			Arnold B. Finestone, 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:	April 22, 2019	by:	/s/ Clark A. Marcus
			Clark A. Marcus,
			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:	April 22, 2019	by:	/s/ Arnold B. Finestone
			Arnold B. Finestone,
			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 June 30, 2018, 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:	April 22, 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 June 30, 2018, 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:	April 22, 2019	by:	/s/ Arnold B. Finestone
			Arnold B. Finestone,
			Chief Financial Officer

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Apr. 12, 2019
Document And Entity Information
Entity Registrant Name	Advanzeon Solutions, Inc.
Entity Central Index Key	0000022872
Document Type	10-Q
Trading Symbol	CHCR
Document Period End Date	Jun. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity's Reporting Status Current	Yes
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		67,361,656
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2018

XML

CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
CURRENT ASSETS
Cash	$ 373	$ 18,200
Accounts receivable	46,526	961
Other current assets	445,357	62,833
Total current assets	492,256	81,994
PROPERTY AND EQUIPMENT, NET	598	898
TOTAL ASSETS	492,854	82,892
Loans payable:
Related parties	899,303	19,923
Due to shareholder		3,000,000
Account payable	661,501	946,841
Current portion of long-term debt	8,928,718	8,461,795
Contingent liability	642,659	489,995
Accrued interest-related party		5,017,708
Other accrued expenses	13,943,785	13,170,753
Total current liabilities	25,075,966	31,107,015
Long-term debt, net of current portion
TOTAL LIABILITIES	25,075,966	31,107,015
STOCKHOLDERS' DEFICIENCY
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 66,661,656 and 63,063,685 shares issued and outstanding as of June 30, 2018 and December 31, 2017	666,617	630,637
Additional paid in capital	27,490,317	27,235,066
Accumulated deficit	(53,261,746)	(59,411,526)
Total stockholders' deficiency	(24,583,112)	(31,024,123)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY	492,854	82,892
Preferred Stock, Series C [Member]
STOCKHOLDERS' DEFICIENCY
Preferred stock	521,700	521,700
Preferred Stock, Series D [Member]
STOCKHOLDERS' DEFICIENCY
Preferred stock
Preferred Stock, Other Series [Member]
STOCKHOLDERS' DEFICIENCY
Preferred stock

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CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares	Jun. 30, 2018	Dec. 31, 2017
Preferred stock, par value (in dollars per share)	$ 50	$ 50
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	66,661,656	63,063,685
Common stock, outstanding	66,661,656	63,063,685
Preferred Stock, Series C [Member]
Preferred stock, par value (in dollars per share)	$ 50	$ 50
Preferred stock, authorized	14,400	14,400
Preferred stock, issued	10,434	10,434
Preferred Stock, outstanding	10,434	10,434
Preferred Stock, Series D [Member]
Preferred stock, par value (in dollars per share)	$ 50	$ 50
Preferred stock, authorized	7,000	7,000
Preferred stock, issued	250	250
Preferred Stock, outstanding	250	250
Preferred Stock, Other Series [Member]
Preferred stock, par value (in dollars per share)	$ 50	$ 50
Preferred stock, authorized	978,600	978,600

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CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Revenues:
Obstructive sleep apnea (OSA)	$ 169,944	$ 209,572	$ 350,567	$ 335,692
Total revenues	169,944	209,572	350,567	335,692
Costs and expenses:
Cost of revenues	185,245	70,141	234,344	123,031
General and administrative	513,012	699,878	987,059	1,098,404
Depreciation	150		300
Total costs and expenses	698,407	770,019	1,221,703	1,221,435
Loss from operations	(528,463)	(560,447)	(871,136)	(885,743)
Other income (expense):
Interest expense	(408,747)	(361,021)	(840,873)	(724,542)
Legal settlement	328,269	(17,031)	328,269	(17,031)
Settlement of prior accounting services			(240,000)
Extinguishment of loan due to shareholder	7,771,140		7,771,140
Other income			2,380
Total other income (expense)	7,690,662	(378,052)	7,020,916	(741,573)
Income taxes
Net income (loss)	$ 7,162,199	$ (938,499)	$ 6,149,780	$ (1,627,316)
PER SHARE INFORMATION
Net Income (Loss) Per Common Share (in dollars per share)	$ 0.11	$ (0.01)	$ 0.09	$ (0.03)
Weighted Average Number of Common Shares Outstanding (in shares)	66,573,855	63,063,685	65,436,202	63,063,685

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CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY (Unaudited)	6 Months Ended
	Jun. 30, 2018 USD ($) shares
Series C Convertible Preferred Stock [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	$ 521,700
Beginning balance (in shares) | shares	10,434
Stock issued for settlement of accounting services
Stock issued for settlement of accounting services (in shares) | shares
Issuance of stock options
Issuance of stock options(in shares) | shares
Net income
Ending balance	$ 521,700
Ending balance (in shares) | shares	10,434
Common Stock [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	$ 630,637
Beginning balance (in shares) | shares	63,063,685
Stock issued for settlement of accounting services	$ 20,000
Stock issued for settlement of accounting services (in shares) | shares	2,000,000
Issuance of stock options	$ 15,980
Issuance of stock options(in shares) | shares	1,597,971
Net income
Ending balance	$ 666,617
Ending balance (in shares) | shares	66,661,656
Additional Paid-in Capital [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	$ 27,235,066
Stock issued for settlement of accounting services	220,000
Issuance of stock options	35,251
Net income
Ending balance	27,490,317
Accumulated Deficit [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	(59,411,526)
Stock issued for settlement of accounting services
Issuance of stock options
Net income	6,149,780
Ending balance	(53,261,746)
Beginning balance	(31,024,123)
Stock issued for settlement of accounting services	$ 240,000
Stock issued for settlement of accounting services (in shares) | shares	2,000,000
Issuance of stock options	$ 51,231
Net income	6,149,780
Ending balance	$ (24,583,112)

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CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ 6,149,780	$ (1,627,316)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation	300
Stock issued for settlement of accounting services	240,000
Extinguishment of loan due to shareholder and accrued interest	(7,771,140)
Net changes in assets and liabilities:
Accounts receivable	(45,565)	(800)
Other current assets	(382,524)	19,797
Accounts payable	389,660	(408,415)
Contingent liability	152,664
Accrued interest - related party	(246,568)
Other accrued expenses	970,523	797,041
Net cash used in operating activities	(542,870)	(1,219,693)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from promissory notes	525,043	1,060,000
Payments on long term debt		(25,000)
Net cash provided by financing activities	525,043	1,035,000
Net decrease in cash	(17,827)	(184,693)
CASH - Beginning of Year	18,200	194,049
CASH - END OF PERIOD	373	9,356
Cash paid during the year for:
Interest
Income taxes
Schedule of non-cash investing transactions:
Convertible promissory note converted to common stock	$ 51,231

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DESCRIPTION OF THE COMPANY'S BUSINESS AND BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2018

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 June 30, 2018, the changes therein for the three and six month periods then ended and the results of operations for the three and six month periods ended June 30, 2018 and 2017.

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 years ended December 31, 2017, 2016 and 2015, filed January 29, 2019. The results of operations for the six-month period ended June 30, 2018 and 2017 are not necessarily indicative of operating results for the full year.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2018

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 and accrued claims payable, including incurred but not reported, 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 - 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.

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 June 30, 2018 and December 31, 2017 are as follows:

	June 30, 2018				December 31, 2017
	Carrying		Estimated		Carrying		Estimated
	Amount		Fair Value		Amount		Fair Value
Convertible promissory notes	$	8,928,718	$	-	$	8,461,795	$	-
Loans payable related party		899,303		-		3,019,923		-
	$	9,828,021	$	-	$	11,481,718	$	-

During the six months ended June 30, 2018, there have been 15 additional convertible-promissory notes totaling $516,923 and $913,503 was reclassified from accounts payable to related party loans payable. One previous $50,000 convertible-promissory note was converted into stock.

Cost of Revenues - Costs of revenues consist of sleep testing expenses, supplies, service fees and product shipping.

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/fees.

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

6 Months Ended

Jun. 30, 2018

Other Current Assets

OTHER CURRENT ASSETS

3. OTHER CURRENT ASSETS

Other current assets consists of the following at June 30, 2018 and December 31, 2017:

	June 30, 2018		December 31, 2017
Due from escrow account	$	102,100	$	29,068
Loans to others		-		400
Security deposit		3,500		3,500
Prepaid expenses		5,248		29,865
Miscellanous receivable		334,509		-
Other Current Asset	$	445,357	$	62,833

In 2018, $24,616 of prepaid expenses was reclassified to miscellaneous receivable. The remaining $309,893 in miscellaneous receivable is legal settlement income.

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PROPERTY AND EQUIPMENT

6 Months Ended

Jun. 30, 2018

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

4. PROPERTY AND EQUIPMENT

Property and equipment, net, consists of the following at June 30, 2018 and December 31, 2017:

	June 30, 2018			December 31, 2017
Leasehold improvement	$	2,992		$	2,992
Less accumulated depreciation		(2,394	)		(2,094	)
Property and equipment - net	$	598		$	898

Depreciation expense for the six month periods ended June 30, 2018 and 2017 is $300 and $0, respectively.

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RELATED PARTY AND SHAREHOLDER LOANS PAYABLE

6 Months Ended

Jun. 30, 2018

Related Party And Shareholder Loans Payable

RELATED PARTY AND SHAREHOLDER LOANS PAYABLE

5. 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 June 30, 2018 and December 31, 2017, there are the following related party notes payable:

	June 30, 2018		December 31, 2017
Related party loans payable	$	899,303	$	19,923
Due to shareholder		-		3,000,000
	$	899,303	$	3,019,923

During the first quarter of 2018, $910,010 was reclassified from accounts payable to loans payable related party. During the quarter ended June 30, 2018 the Company wrote off the due to shareholder balance and accrued interest totaling $7,771,140 as further discussed in Note 10.

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NOTES PAYABLE

6 Months Ended

Jun. 30, 2018

Notes Payable [Abstract]

NOTES PAYABLE

6. NOTES PAYABLE

As of June 30, 2018, and December 31, 2017, the balance was as follows:

	June 30, 2018		December 31, 2017
Notes payable	$	8,928,718	$	8,461,795

During the six months ended June 30, 2018, there have been 15 additional convertible-promissory notes totaling $516,923. One previous $50,000 convertible-promissory note was converted into stock.

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

	June 30, 2018		December 31, 2017
Advanzeon parent	$	5,035,795	$	5,035,795
PVMS		3,892,923		3,426,000
	$	8,928,718	$	8,461,795

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

	June 30, 2018		December 31, 2017
Number of notes issued		15		39
Dollar value	$	516,923	$	1,570,000

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

At PVMS, the total of notes converted to stock for the sixth month period ended June 30, 2018 and their dollar values were as follows:

	June 30, 2018
Number of notes converted		1
Dollar value	$	50,000

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CONTINGENT LIABILITY

6 Months Ended

Jun. 30, 2018

Contingent Liability

CONTINGENT LIABILITY

7. CONTINGENT LIABILITY

Contingent Liability consisted of 3 items:

1) a lawsuit by the son of a deceased promissory note holder in the amount of $450,000. The son's actions have been dismissed by the court 2 previous times.

2) interest payable to the same person listed in (1) in the amount of $171,247

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 June 30, 2018 and December 31, 2017, the balance of this indebtedness is as follows:

	June 30, 2018		December 31, 2017
Legal settlement payable	$	-	$	39,995
Disputed note payable		450,000		450,000
Disputed interest payable		171,247		-
Pending attorney fees		21,412		-
Total Contingent Liability	$	642,659	$	489,995

In 2018, we have reclassified the Legal Settlement Payable of $39,995 to Accounts Payable.

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ACCRUED INTEREST-RELATED PARTY

6 Months Ended

Jun. 30, 2018

Consolidated Statement Of Operations

ACCRUED INTEREST-RELATED PARTY

8. ACCRUED INTEREST-RELATED PARTY

As of June 30, 2018 and December 31, 2017, the balance of accrued interest on this indebtedness is as follows:

	June 30, 2018		December 31, 2017
Accrued interest related party	$	-	$	5,017,708

During the second quarter of 2018, a total of $4,771,140 was written off to Extinguishment of loan due to shareholder. The remaining balance of $246,568 was reclassified as Accrued Interest Payable (non-related party).

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OTHER ACCRUED LIABILITIES

6 Months Ended

Jun. 30, 2018

Other Accrued Liabilities

OTHER ACCRUED LIABILITIES

9. OTHER ACCRUED LIABILITIES

As of June 30, 2018 and December 31, 2017, the balance of other accrued liabilities is as follows:

	June 30, 2018		December 31, 2017
Management compensation	$	8,873,802	$	8,873,802
Accrued interest non-related party		4,221,056		2,632,159
Board of Director fees		825,000		600,000
State fees		21,000		-
Payroll liabilities		2,927		11,522
Other		-		1,053,270
Total other accrued debt	$	13,943,785	$	13,170,753

In 2018 other accrued liabilities of $1,053,270 has been reclassified to its proper category, $696,989 has been reclassified to accrued interest-non-related party, $196,260 to loan payable related party, $150,000 to accrued board of directors fees, and $10,021 was a reversal of the December 31, 2017 year-end accrual of wages, subcontractor fees, and commissions.

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EXTINGUISHMENT OF LOAN DUE TO SHAREHOLDER

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

EXTINGUISHMENT OF LOAN DUE TO SHAREHOLDER

10. EXTINGUISHMENT OF LOAN DUE TO SHAREHOLDER

An expired promissory note and the accrued interest was written off to extinguishment of loan due to shareholders in accordance with Florida Law 95.11 (2)(b) on the expiration of debt. The principal amount of $3,000,000 and accrued interest of $4,771,140 was written off.

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

11. COMMITMENTS AND CONTINGENCIES

We lease certain office space under an operating lease that expires on June 30, 2019. The Tampa office lease contains an annual escalation clause and a provision for payment of real estate taxes, insurance, and maintenance and repair expenses. Total rental expense for the lease for the sixth month periods ended June 30, 2018 and June 30, 2017 is $49,607 and $62,015, respectively.

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COMMON STOCK

6 Months Ended

Jun. 30, 2018

Common Stock

COMMON STOCK

12. COMMON STOCK

During the six month period ended June 30, 2018, the Company issued 2,000,000 shares of common stock for a legal settlement. The shares were issued at a value of $0.12 per share or for a total value of $240,000. In addition, the Company issued 1,597,971 shares for the conversion of a promissory note of $50,000 and accrued interest of $1,231. The stock was issued at a value of $0.03 per share. The Company relied on Section 4(a)(1) of the Securities Act of 1933, as amended, as the exemption from registration under the Act. The Company authorized the increase in the number of common shares available to one billion common shares as described within Note 14.

During the six month period ended June 30, 2017, no stock was sold or issued.

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LEGAL PROCEEDINGS

6 Months Ended

Jun. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

LEGAL PROCEEDINGS

13. LEGAL PROCEEDINGS

Except as set forth in Item 1, all of the legal proceedings for the six month periods ended June 30, 2018 is disclosed in our annual report on Form10-K filed on January 29, 2019.

On May 15, 2018, the Company was awarded $269,750 during the final settlement of litigation in connection with overpaid fees owed to the Company. In addition the Company was awarded $70,000 related to use of a trademark in a mediation settlement. As referred to in Note 3, $309,893 of these awarded settlements are still outstanding as of June 30, 2018.

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SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2018

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

14. SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, the Company evaluated subsequent events through April 22, 2019, the date these financial statements were available to be issued. During their evaluation, the following subsequent event was identified.

The Company entered into various convertible debt agreements totaling $1,185,000. Additionally, on September 28, 2018 the Company adjusted the par value of the Series C Convertible Preferred Stock from $50 per share to $.001 per share. 

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 his legal fees.

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.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2018

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 and accrued claims payable, including incurred but not reported, 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 - 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.

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 June 30, 2018 and December 31, 2017 are as follows:

	June 30, 2018				December 31, 2017
	Carrying		Estimated		Carrying		Estimated
	Amount		Fair Value		Amount		Fair Value
Convertible promissory notes	$	8,928,718	$	-	$	8,461,795	$	-
Loans payable related party		899,303		-		3,019,923		-
	$	9,828,021	$	-	$	11,481,718	$	-

During the six months ended June 30, 2018, there have been 15 additional convertible-promissory notes totaling $516,923 and $913,503 was reclassified from accounts payable to related party loans payable. One previous $50,000 convertible-promissory note was converted into stock.

Cost of Revenues

Cost of Revenues - Costs of revenues consist of sleep testing expenses, supplies, service fees and product shipping.

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/fees.

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)

6 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

Schedule of carrying and estimated fair values of financial instruments

The carrying amounts and estimated fair values of long-term debt at June 30, 2018 and December 31, 2017 are as follows:

	June 30, 2018				December 31, 2017
	Carrying		Estimated		Carrying		Estimated
	Amount		Fair Value		Amount		Fair Value
Convertible promissory notes	$	8,928,718	$	-	$	8,461,795	$	-
Loans payable related party		899,303		-		3,019,923		-
	$	9,828,021	$	-	$	11,481,718	$	-

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OTHER CURRENT ASSETS (Tables)

6 Months Ended

Jun. 30, 2018

Other Current Assets

Schedule of other current assets

Other current assets consists of the following at June 30, 2018 and December 31, 2017:

	June 30, 2018		December 31, 2017
Due from escrow account	$	102,100	$	29,068
Loans to others		-		400
Security deposit		3,500		3,500
Prepaid expenses		5,248		29,865
Miscellanous receivable		334,509		-
Other Current Asset	$	445,357	$	62,833

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PROPERTY AND EQUIPMENT (Tables)

6 Months Ended

Jun. 30, 2018

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

Property and equipment, net, consists of the following at June 30, 2018 and December 31, 2017:

	June 30, 2018			December 31, 2017
Leasehold improvement	$	2,992		$	2,992
Less accumulated depreciation		(2,394	)		(2,094	)
Property and equipment - net	$	598		$	898

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RELATED PARTY AND SHAREHOLDER LOANS PAYABLE (Tables)

6 Months Ended

Jun. 30, 2018

Related Party And Shareholder Loans Payable

Schedule of related party notes payable

As of June 30, 2018 and December 31, 2017, there are the following related party notes payable:

	June 30, 2018		December 31, 2017
Related party loans payable	$	899,303	$	19,923
Due to shareholder		-		3,000,000
	$	899,303	$	3,019,923

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NOTES PAYABLE (Tables)

6 Months Ended

Jun. 30, 2018

Notes Payable [Abstract]

Schedule of notes payable

As of June 30, 2018, and December 31, 2017, the balance was as follows:

	June 30, 2018		December 31, 2017
Notes payable	$	8,928,718	$	8,461,795

Schedule of break-out of debt

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

	June 30, 2018		December 31, 2017
Advanzeon parent	$	5,035,795	$	5,035,795
PVMS		3,892,923		3,426,000
	$	8,928,718	$	8,461,795

Schedule of notes issued

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

	June 30, 2018		December 31, 2017
Number of notes issued		15		39
Dollar value	$	516,923	$	1,570,000

Schedule of notes converted to stock

At PVMS, the total of notes converted to stock for the sixth month period ended June 30, 2018 and their dollar values were as follows:

	June 30, 2018
Number of notes converted		1
Dollar value	$	50,000

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CONTINGENT LIABILITY (Tables)

6 Months Ended

Jun. 30, 2018

Contingent Liability

Schedule of contingent liability

As of June 30, 2018 and December 31, 2017, the balance of this indebtedness is as follows:

	June 30, 2018		December 31, 2017
Legal settlement payable	$	-	$	39,995
Disputed note payable		450,000		450,000
Disputed interest payable		171,247		-
Pending attorney fees		21,412		-
Total Contingent Liability	$	642,659	$	489,995

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ACCRUED INTEREST-RELATED PARTY (Tables)

6 Months Ended

Jun. 30, 2018

Consolidated Statement Of Operations

Schedule of accrued interest-related party

As of June 30, 2018 and December 31, 2017, the balance of accrued interest on this indebtedness is as follows:

	June 30, 2018		December 31, 2017
Accrued interest related party	$	-	$	5,017,708

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OTHER ACCRUED LIABILITIES (Tables)

6 Months Ended

Jun. 30, 2018

Other Current Assets

Schedule of other accrued liabilities

As of June 30, 2018 and December 31, 2017, the balance of other accrued liabilities is as follows:

	June 30, 2018		December 31, 2017
Management compensation	$	8,873,802	$	8,873,802
Accrued interest non-related party		4,221,056		2,632,159
Board of Director fees		825,000		600,000
State fees		21,000		-
Payroll liabilities		2,927		11,522
Other		-		1,053,270
Total other accrued debt	$	13,943,785	$	13,170,753

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Schedule of carrying and estimated fair values of financial instruments
Financial Instrument Carrying Amount	$ 9,828,021	$ 11,481,718
Debt instrument, Fair Value Disclosure
Convertible Promissory Notes [Member]
Schedule of carrying and estimated fair values of financial instruments
Financial Instrument Carrying Amount	8,928,718	8,461,795
Debt instrument, Fair Value Disclosure
Loans Payable Related Party [Member]
Schedule of carrying and estimated fair values of financial instruments
Financial Instrument Carrying Amount	899,303	3,019,923
Debt instrument, Fair Value Disclosure

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2018	Mar. 31, 2018
Convertible notes payable	$ 516,923
Promissory notes payable related party	$ 913,503	$ 910,010
Minimum [Member]
Useful Life	2 years
Maximum [Member]
Useful Life	12 years
Short Term One Note [Member]
Debt converted into stock	$ 50,000

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OTHER CURRENT ASSETS (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Other Current Assets
Due from escrow account	$ 102,100	$ 29,068
Loans to others		400
Security deposit	3,500	3,500
Prepaid expenses	5,248	29,865
Miscellanous receivable	334,509
Other Current Asset	$ 445,357	$ 62,833

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OTHER CURRENT ASSETS (Details Narrative) - USD ($)		6 Months Ended
	May 15, 2018	Jun. 30, 2018
Other Current Assets
Miscellaneous receivable of prepaid expenses		$ 24,616
Litigation settlement awarded	$ 269,750	$ 309,893

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PROPERTY AND EQUIPMENT (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Schedule of property and equipment
Leasehold improvement, gross	$ 2,992	$ 2,992
Less accumulated depreciation	(2,394)	(2,094)
Property and equipment - net	$ 598	$ 898

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PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 300	$ 0

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RELATED PARTY AND SHAREHOLDER LOANS PAYABLE (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Related Party And Shareholder Loans Payable
Related party notes payable	$ 899,303	$ 19,923
Due to shareholder		3,000,000
Total	$ 899,303	$ 3,019,923

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RELATED PARTY AND SHAREHOLDER LOANS PAYABLE (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2018	Mar. 31, 2018
Related Party And Shareholder Loans Payable
Promissory notes payable related party	$ 913,503	$ 910,010
Accured Interest	$ 7,771,140

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NOTES PAYABLE (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Notes Payable [Abstract]
Notes payable	$ 8,928,718	$ 8,461,795

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NOTES PAYABLE (Details 1) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Notes payable	$ 8,928,718	$ 8,461,795
Advanzeon Parent [Member]
Notes payable	5,035,795	5,035,795
Pharmacy Value Management Solutions Inc.[Member]
Notes payable	$ 3,892,923	$ 3,426,000

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NOTES PAYABLE (Details 2) - Pharmacy Value Management Solutions Inc.[Member] - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Number of notes issued	15	39
Dollar value	$ 516,923	$ 1,570,000

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NOTES PAYABLE (Details 3) - Pharmacy Value Management Solutions Inc.[Member]	6 Months Ended
	Jun. 30, 2018 USD ($) shares
Number of notes converted | shares	1
Dollar value | $	$ 50,000

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NOTES PAYABLE (Details Narrative)	6 Months Ended
	Jun. 30, 2018 USD ($) Number
Maturity date	P1Y
Description of interest rate	All debt issued has a stated interest rate of 12% per year.
Number of additional notes | Number	15
Convertible note payable	$ 516,923
Short Term One Note [Member]
Stated interest rate	12.00%
Debt converted into stock	$ 50,000

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CONTINGENT LIABILITY (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Contingent Liability
Legal settlement payable		$ 39,995
Disputed note payable	450,000	450,000
Disputed interest payable	171,247
Pending attorney fees	21,412
Total Contingent Liability	$ 642,659	$ 489,995

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CONTINGENT LIABILITY (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Legal settlement payable		$ 39,995
Disputed interest payable	171,247
Attorney fees	21,412
Son of Former Note Holder [Member]
Contingent liability	$ 450,000	$ 450,000

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ACCRUED INTEREST-RELATED PARTY (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Consolidated Statement Of Operations
Accrued interest-related party		$ 5,017,708

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ACCRUED INTEREST-RELATED PARTY (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2018
Consolidated Statement Of Operations
Accrued interest written off	$ 4,771,140
Accrued interest payable (non-related party)		$ 246,568

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OTHER ACCRUED LIABILITIES (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Other Accrued Liabilities
Management compensation	$ 8,873,802	$ 8,873,802
Accrued interest non-related party	4,221,056	2,632,159
Board of Director fees	825,000	600,000
State fees	21,000
Payroll liabilities	2,927	11,522
Other		1,053,270
Total other accrued debt	$ 13,943,785	$ 13,170,753

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OTHER ACCRUED LIABILITIES (Details Narrative)	Jun. 30, 2018 USD ($)
Other Accrued Liabilities
Other accrued liabilities	$ 1,053,270
Accured interest	696,989
Loan Payable	196,260
Board of Director fees	150,000
Accrual of wages, subcontractor fees, and commissions	$ 10,021

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EXTINGUISHMENT OF LOAN DUE TO SHAREHOLDER (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2018
Extinguishment Of Loan Due To Shareholder
Principal amount		$ 3,000,000
Accrued interest-related party	$ 4,771,140

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COMMITMENTS AND CONTINGENCIES (Details Narrative) - Tampa Corporate Office [Member] - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Operating lease expiration date	Jun. 30, 2019
Rental expense	$ 49,607	$ 62,015

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COMMON STOCK (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Common Stock
Number of shares issued for legal settlement	2,000,000
Share price	$ 0.12
Stock issued for settlement of accounting services, value	$ 240,000
Number of shares issued in debt conversion (in shares)	1,597,971
Number of shares issued in debt conversion	$ 50,000
Accrued interest	$ 1,231
Number of shares issued in debt conversion (in dollars per shares)	$ 0.03
Common stock, authorized	1,000,000,000	1,000,000,000

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LEGAL PROCEEDINGS (Details Narrative) - USD ($)		6 Months Ended
	May 15, 2018	Jun. 30, 2018
Litigation settlement awarded	$ 269,750	$ 309,893
Trademarks [Member]
Litigation settlement awarded	$ 70,000

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SUBSEQUENT EVENTS (Details Narrative) - USD ($)		6 Months Ended
	Mar. 21, 2019	Jun. 30, 2018	Apr. 22, 2019	Sep. 28, 2018	Dec. 31, 2017
Previous preferred stock, par value		$ 50			$ 50
Number of stock exercised value		$ 51,231
Preferred Stock, Series C [Member]
Previous preferred stock, par value		$ 50			$ 50
Subsequent Event [Member]
Number of common stock issued	500,000
Subsequent Event [Member] | Warrant [Member]
Number of stock exercised	500,000
Number of stock exercised value	$ 15,000
Subsequent Event [Member] | Securities Exchange Commission Counsel [Member]
Number of common stock issued	200,000
Subsequent Event [Member] | Loan Agreements And Convertible Debt Agreements [Member]
Face amount			$ 1,185,000
Subsequent Event [Member] | Preferred Stock, Series C [Member]
Previous preferred stock, par value				$ 50
Adjusted preferred stock, par value				$ 0.001