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, 2019.

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





Overview


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

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

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

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





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During the three-month period ending September 30, 2020, the majority of our revenue continued to be received from patient referrals from only certain of the clinics operated by Concentra Health Services. During this period and as a result of the Coronavirus pandemic, the Federal Motor Carrier Safety Administration ("FMCSA"), which had previously suspended the requirement that interstate commercial drivers have a prescribed DOT medical exam from a certified medical examiner, extended the medical exam suspension from September 30, 2020 until the end of the year. This action by the FMCSA, coupled with the effect of the pandemic, caused a significant number of clinics that we rely upon for referrals to either continue to be closed, close anew or operate with reduced staffing and reduced capacity. All of the foregoing resulted in fewer patients. Additionally, many commercial drivers, who, but for the aforesaid medical exam suspension, would have gone to the Concentra clinics for their required medical exam, continue to elect to wait until the suspension expires. All of those events materially reduced our referral resources. We did continue to receive revenue from certain Concentra referrals, other clinic referrals and some of our in-house accounts, such as PG&E, the Veteran's organization with whom we contract, and others, but this patient flow was materially reduced, as well. However, we expect to see increased revenue from these accounts in the fourth quarter.

During this period, we added a companion product to our CPAP treatment program, a branded sanitizer device. We also have beta tested our WatchPat One device. The WatchPat One device shortens the turnaround time for our home sleep test results by as much as five days. As we anticipate a large surge of drivers going forward, we believe this shortened turnaround time will be a significant, positive decision for our current clients and our new clients to use our services. During the period we continued with our beta testing program with Sleep Cycle. The results have been very positive and we anticipate a full-fledged joint marketing launch to Sleep Cycle customers by mid-year 2021.

We continued our effort to increase our presence with various unions. We successfully entered into an agreement with a large group of Teamsters, whose healthcare benefits are substantially paid for by the group. We also established a relationship with a large third-party payer for a number of other union trust funds and labor unions. Their main account is a large national delivery service. We expect to see revenue from this relationship in the fourth quarter. As clinics reopen we expect to see increased revenue from this source and from our new and existing accounts in the fourth quarter. Other relationships that we have established are not expected to come online until the first part of 2021.





Sources of Revenue


Three-month periods ended September 30, 2020 and 2019

A quantitative summary of our revenues by source category for the three-month periods ended September 30, 2020 and 2019:





                    2020          2019        Change

OSA- related     $ 127,070     $ 68,173     $ 58,897




Results of Operations


OSA services increased to $127,070 in 2020 from $68,173 in 2019. The increase was primarily the result of the Concentra account. Last year, on May 14, 2019, we reached an agreement with Concentra whereby Concentra engaged the Company, and the Company accepted the engagement, to serve as one of Concentra's preferred national sleep apnea services provider. The launch was initiated during the fourth quarter of 2019.

Cost of revenues increased to $69,599 in 2020 from $2,394 in 2019. In 2019, the Company received a credit of $34,417 as a settlement.

General and administrative expense

General and administrative expense in total for the three month periods ended September 30, 2020 and 2019 was as follows:





                          2020                  $ 620,126
                          2019                    428,077
                          Change                $ 192,049
                          Percentage Change         44.86 %




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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 September 30, 2020 and 2019 is as follows:





                                     2020          2019         Change       Percent Change

Parent (Debtor-In-Possession)     $ 359,887     $ 118,096     $ 241,791            204.74 %
PVMS                                260,239       309,981       (49,742 )          (16.05 )%

Total                             $ 620,126     $ 428,077     $ 192,049             44.86 %




                  Parent Company Level (Debtor-In-Possession)



                             2020          2019         Change       Percent   Change

Professional fees         $ 266,090     $  34,329     $ 231,761             675.12 %
Travel expense                    -             -             -                  - %
Board of Directors fees           -        37,500       (37,500 )             (100 )%
Office supplies                  52            16            36                225 %
Rent expense                      -        25,255       (25,255 )             (100 )%
Other                        93,745        20,996        72,749             346.49 %

Total G & A               $ 359,887     $ 118,096     $ 241,791             204.74 %



Explanations of variations by line item follow:

Professional fees increased by $231,761. There is an increase in consulting service expenses of $118,250 due to new consulting service expense in the three-month period ended September 30, 2020 compared to the three-month period ended September 30, 2019. Legal fees increased by $77,647 in order to continue with various lawsuits and with the bankruptcy proceeding. Accounting Fees increased by $22,869 due to services for special projects, some of which are related to the bankruptcy proceeding. Audit fees and filings increased by approximately $4,000 due to an amended filing of it's 10K.

Travel expense stayed relatively the same.

Board of Directors fees decreased by $37,500. As of July 1, 2020, the Company has stopped paying Board of Director fees.

Rent expense decreased by 25,255 due to office lease moving to subsidiary level as of January 01, 2020. The same will show as an increase on the subsidiary level.

Other general and administrative expense increased by $72,749. This increase is mainly due to an increase in payroll related expenses of $99,551. The Company accrued CEO wages in the amount of $66,095 during the three-month period ended September 30, 2020 and the second quarter's accrued CEO wages of $33,456 was moved from subsidiary level to parent level. The same will show as an decrease on the subsidiary level. TCA commissions decreased $24,013 due to moving the expense to subsidiary level. The same will show as an increase on the subsidiary level.





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                             PVMS Subsidiary Level



                                2020          2019         Change       Percent Change

Payroll related              $ 127,167     $ 129,457     $  (2,290 )           (1.77 )%
Travel and related expense       5,834        60,048       (54,214 )          (90.28 )%
Professional fees               24,745        53,454       (28,709 )          (53.71 )%
Marketing costs                 25,685        16,511         9,174             55.56 %
Dues and subscriptions             211           200            11              5.50 %
Office supplies                  1,627        13,191       (11,564 )          (87.67 )%
Rent expense                    30,115        12,941        17,174            132.71 %
Other                           44,855        24,179        20,676             85.51 %

Total G & A                  $ 260,239     $ 309,981     $ (49,742 )          (16.05 )%



Explanations of variations by line item follow:

Payroll related expenses decreased by $2,290. The second quarter accrued CEO wages of $33,456 was moved to the parent level. The same will show as an increase on the parent level. The company had 4 employees in the three-month period ended September 30, 2020 that were not included in the comparable period in 2019.

Travel expense decreased by $54,214 due to the COVID-19 pandemic. Many clinics have been closed and those that are open have reduced staffs and we have been requested to not conduct any in person visits.

Professional fees decreased by $28,709. The decrease is mainly due to the Company no longer using 2 consultants in the three-month period ended September 30, 2020 that were used in the comparable period in 2019.

Marketing costs increased by $9,174. In July 2020, the company hired a new marketing firm.

Office supplies decreased by $11,564 due to office supplies were fully stocked going into the new year of 2020.

Rent expense increased by $17,174 due to rent expense moving from parent level to subsidiary level as of January 01, 2020. The same will show as a decrease on the parent level.

Other general and administrative expense increased by $20,676. TCA commissions increased $23,488 due to moving the expense to subsidiary level. The same will show as an decrease on the parent level. Payroll tax expenses increased by $4,776 due to an increase in wages. There is a decrease in automobile expenses of $3,154 due to the COVID-19 pandemic. Other miscellaneous items decreased by $5,000.





Interest expense



Interest expense in total for the three-month periods ended September 30, 2020 and 2019 was as follows:





                         2020                  $ 291,258
                         2019                    383,798
                         Change                $ (92,540 )
                         Percentage Change        (24.11 )%




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A breakdown of the interest expense for the three-month periods ended September 30, 2020 and 2019 is as follows:





                                               2020          2019         Change

          Parent (Debtor-In-Possession)     $ 108,570     $ 172,720     $ (64,150 )
          PVMS                                182,688       211,078       (28,390 )

          Total                             $ 291,258     $ 383,798     $ (92,540 )




Sources of Revenue



Nine-month periods ended September 30, 2020 and 2019

A quantitative summary of our revenues by source category for the nine-month periods ended September 30, 2020 and 2019:





                    2020          2019         Change

OSA- related     $ 358,062     $ 226,549     $ 131,513




Results of Operations


OSA services increased to $358,062 in 2020 from $226,549 in 2019. The increase was primarily the result of the Concentra account. Last year, on May 14, 2019, we reached an agreement with Concentra whereby Concentra engaged the Company, and the Company accepted the engagement, to serve as one of Concentra's preferred national sleep apnea services provider. The launch was initiated during the fourth quarter of 2019.

Cost of revenues increased to $199,508 in 2020 from $110,211 in 2019 due to an increase in sales.

General and administrative expense

General and administrative expense in total for the nine-month periods ended September 30, 2020 and 2019 was as follows:





                         2020                  $ 1,931,591
                         2019                    1,269,920
                         Change                $   661,671
                         Percentage Change           52.10 %



We evaluate expenses at the Parent company level as well as at our PVMS subsidiary. Expenses at the Parent company level include overhead and the cost of being a public entity. Expenses at PVMS are solely related to the OSA services segment. A breakdown of these expenses as September 30, 2020 and 2019 is as follows:





                                      2020            2019          Change       Percent Change

Parent (Debtor-In-Possession)     $   899,145     $   470,917     $ 428,228             90.94 %
PVMS                                1,032,446         799,003       233,443             29.22 %

Total                             $ 1,931,591     $ 1,269,920     $ 661,671             52.10 %




                  Parent Company Level (Debtor-In-Possession)



                                                                               Percent
                                      2020          2019         Change        Change

Professional fees                  $ 675,959     $ 245,594     $ 430,365       175.23 %
Travel expense                            67         3,815        (3,748 )     (98.24 )%
Board of Directors fees               95,000       112,500       (17,500 )     (15.56 )%
Office supplies                          547           336           211        62.80 %
Rent expense                               -        76,532       (76,532 )       (100 )%
Other                                127,572        32,140        95,432       296.93 %

Total general and administrative $ 899,145 $ 470,917 $ 428,228 90.94 %

Explanations of variations by line item follow:

Professional fees increased $430,365. The increase is mainly due to new consulting service expenses of $354,750 in the nine-month period ended September 30, 2020 compared to the nine-month period ended September 30, 2019. Legal fees increased by $132,671 in order to continue with various lawsuits and with the bankruptcy proceeding. Audit fees decreased by $53,467 due to the fact that the 2015 - 2017 10-K was filed in January 2019. Other professional fees decreased by approximately $4,000.

Travel expense decreased $3,748 due to the COVID-19 pandemic. Many clinics have been closed and those that are open have reduced staffs and we have been requested to not conduct any in person visits.

Board of Directors fees decreased $17,500. As of July 1, 2020, The Company has stopped paying Board of Director fees.

Rent expense decreased $76,532 due to rent expense moving from parent level to subsidiary level as of January 01, 2020. The same will show as an increase on the subsidiary level.

Other general and administrative expense increased by $95,432. D&O Insurance expense increased by $25,324 due to a new D&O insurance that started in June 2019. Payroll related expenses increased by $99,551. The Company accrued CEO wages in the amount of $66,095 during the three-month period ended September 30, 2020 and the second quarter accrued CEO wages of $33,456 were moved from subsidiary level to the parent level. The same will show as an decrease on the subsidiary level. TCA commissions decreased $23,263 due to moving the expense to subsidiary level. The same will show as an increase on the subsidiary level. Taxes decreased by $6,137. Delaware taxes were properly accrued for 2019 and property taxes for 2018 was paid in 2019.





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                             PVMS Subsidiary Level



                                                                                 Percent
                                       2020           2019         Change        Change

Payroll related                    $   546,910     $ 341,769     $ 205,141        60.02 %
Travel and related expense              81,059       151,372       (70,313 )     (46.45 )%
Professional fees                      133,802       135,201        (1,399 )      (1.03 )%
Marketing costs                         60,277        33,740        26,537        78.65 %
Dues and subscriptions                     419           841          (422 )     (50.18 )%
Office supplies                          5,704        30,768       (25,064 )     (81.46 )%
Rent expense                            96,048        35,942        60,106       167.23 %
Other                                  108,227        69,370        38,857        56.01 %

Total general and administrative $ 1,032,446 $ 799,003 $ 233,443 29.22 %

Explanations of variations by line item follow:

Payroll related expenses increased $205,141. The Company hired 4 employees during the nine months ended September 30, 2020 that were not included in the comparable period in 2019. The Company paid the CEO $32,699 and accrued wages in the amount of $33,456 during the six months ended June 30, 2020. The second quarter accrued wages of $33,456 were moved from subsidiary level to the parent level in September 2020. The same will show as an increase on the parent level.

Travel expense decreased $70,313 due to the COVID-19 pandemic. Many clinics have been closed and those that are open have reduced staffs and we have been requested to not conduct any in person visits.

Professional Fees stayed relatively the same.

Marketing costs increased by $26,537. The Company hired an advertising firm in the 3rd quarter of 2019 to work on the company's website and other marketing responsibilities and is still with the Company as of June 30, 2020. In July 2020, The Company hired a new marketing firm.

Office supplies decreased by $25,064 due to office supplies were fully stocked going into the new year of 2020.

Rent expense increased $60,106 due to rent expense moving from parent level to subsidiary level as of January 01, 2020. The same will show as a decrease on the parent level.

Other general and administrative expense increased by $38,857 due to a fraudulent charge of $9,500 and an increase in payroll taxes of $15,540 because of an increase in wages. TCA commissions increased $23,488 due to moving the expense to subsidiary level. The same will show as an decrease on the parent level. Automobile expenses decreased $6,233 due to the COVID-19 pandemic. Bad debt expense decreased $3,510 due to a decrease in bad debt in the nine-month period ended September 30, 2020 than in the comparable period in 2019.





Interest expense


Interest expense in total for the six nine-month periods ended September 30, 2020 and 2019 was as follows:





                         2020                  $ 1,393,659
                         2019                    1,052,991
                         Change                $   340,668
                         Percentage Change           32.35 %




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A breakdown of the interest expense for the nine-month periods ended September 30, 2020 and 2019 is as follows:





                                      2020            2019          Change

Parent (Debtor-In-Possession)     $   745,022     $   498,905     $ 246,117
PVMS                                  648,637         554,086        94,551

Total                             $ 1,393,659     $ 1,052,991     $ 340,668




Financial Condition


Liquidity and Capital Resources

During the nine-month period ended September 30, 2020, we funded our operations from revenues and $628,540 in private borrowings. As a result of the coronavirus pandemic some of our traditional sources of private borrowing have not been accessible. We have had to obtain private borrowing on terms less favorable than we were able to prior to the pandemic. 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.

On April 23, 2020, the Company's wholly owned subsidiary, Pharmacy Value Management Solutions, Inc. ('PVMS") received a loan in the principal amount of $1,243,840 from Mechanics Bank (the "Bank") pursuant to the Paycheck Protection Program. On May 22, 2020, the Bank notified PVMS that the loan was in default as a result of false statements made in the loan application. PVMS disputes the Bank's claim and believes that it made no false statements in its PPP loan application. The statements relate to the number of employees and the monthly payroll amounts. As a result, PVMS' account with Mechanics Bank has been frozen with a balance of $845,340. Both PVMS and the Bank are seeking guidance from the Small Business Administration as to how to resolve this dispute. Until resolved, it is likely that this account will remain frozen.

During the period we continued toward our goal to be able to uplist our Common Stock to another trading platform. Among the actions is our attempt to reduce our stockholder's deficiency by, among, other things, being able to convert a large portion of our corporate debt to equity. For the nine months ended September 30, 2020, $3,802,213 of debt plus accrued interest was converted into 40,417,682 shares of Common Stock. All of the holders of the converted debt agreed, subject to several different conditions, to a one year lock-up from publicly offering the shares. The primary condition being to not publicly sell the shares until the earlier of (i) one year from the date of the exchange, or (ii) until the shares are tradable on the NASDAQ or comparable national exchange. The other condition for a block of 14,584,350 shares received in an exchange has the lock-up as the earlier of one year or such time as our Common Stock has an average trading volume of no less than 500,000 shares for 30 consecutive trading days.





Subsequent Events


Subsequent to September 30, 2020, we issued convertible promissory notes in the total principal amount of $60,000. All of the debt matures in 2021 and has a stated interest rate of 12% and is unsecured.

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