Annual report pursuant to Section 13 and 15(d)

Acquisitions (Tables)

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2019

Schedule of Intangible Assets Acquisition

The intangible assets acquired in the Jamestown acquisition consisted of the following at December 31, 2019 and 2018:

	Acquired in 2018		Life		Impairment in 2018			Amortization for the Year Ended December 31, 2018			Carrying Value December 31, 2018		Carrying Value December 31, 2019
Certificate of need	$	259,443		Infinite	$	-		$	-		$	259,443	$	259,443
Non-compete		245,363		2 yrs		(173,799	)		(71,564	)		-		-
Total intangibles	$	504,806			$	(173,799	)	$	(71,564	)	$	259,443	$	259,443

Schedule of Impaired Asset of Operations Results

As noted in the table above, we fully impaired the non-compete intangible asset acquired in the acquisition of Jamestown Regional Medical Center at December 31, 2018. We determined that this asset was impaired primarily due to the operating results of Jamestown Regional Medical Center since the acquisition on June 1, 2018, which were as follows:

	For the Period June 1, 2018 to December 31, 2018 (unaudited)
Net Revenue	$	7,898,222
Net Loss	$	(2,022,380	)

Schedule of Unaudited Pro-forma of Results of Operations

The following presents the unaudited pro-forma combined results of operations of the Company and Jamestown Regional Medical Center and Jellico Community Hospital and CarePlus Center as if the acquisitions had occurred on January 1, 2018. The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the acquisitions been completed as of January 1, 2018 or to project potential operating results as of any future date or for any future periods.

	Year Ended
	December 31,
	2019			2018
	(unaudited)
Net revenue	$	18,436,924		$	32,900,378
Net loss from continuing operations		(47,453,669	)		(18,373,953	)
Net loss		(48,231,180	)		(18,808,796	)
Deemed dividend from trigger of down round provision feature		(123,861,587	)		(231,843,826	)
Net loss to common stockholders	$	(172,092,767	)	$	(250,652,622	)

Net loss per common share:
Basic and diluted continuing operations	$	(0.01	)	$	(1.80	)
Basic and diluted loss to common stockholders	$	(0.03	)	$	(24.52	)

Jamestown Regional Medical Center [Member]

Schedule of Assets Acquired and Liabilities Assumed

The following table shows the allocation of the purchase price of Jamestown Regional Medical Center to the acquired identifiable assets acquired, and liabilities assumed:

Total purchase price	$	635,096
Tangible and intangible assets acquired, and liabilities assumed at estimated fair value:
Cash	$	375
Inventories		450,682
Prepaids and deposits		310,385
Property and equipment		7,129,484
Intangible assets		504,806
Accrued expenses		(193,966	)
Net tangible and intangible assets acquired	$	8,201,766
Gain on bargain purchase	$	7,566,670

Jellico Community Hospital and CarePlus Center [Member]

Schedule of Assets Acquired and Liabilities Assumed

The following table shows the preliminary allocation of the purchase price of Jellico Community Hospital and CarePlus Center to the acquired identifiable assets acquired, and liabilities assumed:

Total purchase price	$	658,537
Tangible and intangible assets acquired, and liabilities assumed at estimated fair value:
Inventories	$	317,427
Property and equipment		500,000
Intangible asset- certificate of need		250,000
Accrued expenses		(158,890	)
Net tangible and intangible assets acquired	$	908,537
Gain on bargain purchase	$	250,000