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OVERVIEW, NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 6 Months Ended
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Dec. 31, 2014
NATURE OF OPERATIONS AND BASIS OF PRESENTATION |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 1. OVERVIEW, NATURE OF OPERATIONS AND BASIS OF PRESENTATION Overview AccelPath, Inc. (formerly - Technest Holdings, Inc.) (the “Company”) includes the following entities: Wholly-owned subsidiaries: AccelPath, LLC (“AccelPath”) and Genex Technologies, Inc. (“Genex”),currently defunct. (See Item 5., Other Information, about a license agreement pertinent to Genex) Majority Owned Subsidiaries: Village Tea Distribution Company, LLC – 70% owned Minority-owned subsidiaries: 49% owned subsidiary Technest, Inc. (“Technest”) (see Basis of Presentation below). See discussion below. The Company currently engages in the business of enabling pathology diagnostics through its AccelPath subsidiary.the Company’s Technest subsidiary was in the business of the design, research and development, integration, sales and support of three-dimensional imaging devices and systems but is no longer active. Acquisition, Name Change, and Domicile Change On February 7, 2012, the Board of Directors approved and recommended a change in the parent company’s name from Technest Holdings, Inc. to AccelPath, Inc. and a change in the domicile of the Company from Nevada to Delaware. The name change and domicile change became effective on May 2, 2012. On March 4, 2011, the Company acquired AccelPath, LLC and it became a wholly-owned subsidiary of the Company. The former members of AccelPath, LLC received an aggregate of 344,604 (86,151,240 pre-split) shares of our common stock and, immediately after the transaction, owned 72.5% of our issued and outstanding common stock. Immediately prior to the merger, the Company had 130,712 (32,678,056, pre-split) shares of common stock outstanding. Following the acquisition, AccelPath, LLC began operating as a wholly-owned subsidiary of the Company. Operations AccelPath We are a technology solutions company providing services that play a key role in the delivery of information for diagnosis of diseases and other pathologic conditions with and through our associated pathologists and strategic alliances. The experienced pathologists and medical institutions with which we partner to manage slide and information delivery prepare comprehensive diagnostic reports of a patient’s condition and consult with referring physicians to help determine the appropriate treatment. Such diagnostic reports often enable the early detection of disease, allowing referring physicians to make informed and timely treatment decisions that improve their patients’ health in a cost-effective manner. We seek out referring physicians and histology laboratories in need of pathology interpretations for our associated pathologists and manage slide delivery and develop services for managing the information. We are focused on providing technology solutions for the anatomic pathology market. Our business model builds upon the expertise of experienced pathologists to provide seamless, reliable and comprehensive pathology and special test offerings to referring physicians using conventional and digital technologies. The pathologists with whom we contract seek to establish long-standing relationships with the referring physicians as a result of focused delivery of our diagnostic services, personalized responses and frequent consultations, and flexible information technology, or IT, solutions that are customizable to the referring physicians’ or laboratories as well as the pathologists’ needs. Our IT and communications platform enables us to deliver diagnostic reports to referring physicians generally within 24 hours of slide receipt, helping to improve patient care. In addition, our IT platform enables us to closely track and monitor medical trends from referring physicians. Village Tea Company Distribution, Inc. On October 16, 2014, AccelPath entered into an Securities Purchase Agreement with the common stock and preferred stock shareholders (the “Sellers”) of Village Tea Company Distribution, Inc. (“Village Tea”) holding seventy percent (70%) of common stock and all the Series A Preferred Stock of Village Tea. Village Tea, is a provider of environmentally-friendly exotic teas sourced directly from growers throughout Asia and Africa. Combining exquisite taste with extraordinary health benefits, the Company plans to create a niche presence in the tea market and provide its products through leading health food retail chains, major retailers, specialty shops and its own outlets. Upon the closing of the transaction on October 24, 2014, Village Tea became a majority-owned subsidiary of AccelPath. Accelpath issued 1,525 shares of a newly designated series of convertible preferred stock to the Sellers, Series J. The Series J Preferred Stock has a stated value per share equal to $1,000, shall pay an annual dividend of 10% in cash or common stock, and shall be convertible at the holder’s option, subject to beneficial ownership limitations, into shares of the common stock of Accelpath at a conversion price equal to eighty percent (80%) of the lowest closing bid price for the Common Stock during the thirty (30) trading days immediately preceding a Conversion Date. Accelpath agreed to assume $538,500.00 worth of the debt obligations of Village Tea in connection with the Agreement. Management of Village Tea agreed to defer the dividend for the period ended December 31, 2014. See our Form 8-K filed October 16. 2014 for more detail. Basis of Presentation The accompanying consolidated financial statements include the operations of the Company, its wholly-owned subsidiary AccelPath, its inactive now defunct wholly-owned subsidiary Genex, its 70% owned consolidated subsidiary, Village Tea and its 49% owned subsidiary Technest. Technest became inactive in the three months ending December 31, 2012. Technest previously conducted research and development in the field of computer vision technology and the Company has the right of first refusal to commercialize products resulting from this research and development. The Company’s former Chief Executive Officer beneficially owns 23% of Technest, an employee owns 23% and an unrelated a third party owns 5%. Technest is considered a variable interest entity (VIE) for which the Company is the primary beneficiary. The Company consolidates all entities in which the Company holds a “controlling financial interest.” For voting interest entities, the Company is considered to hold a controlling financial interest when the Company is able to exercise control over the investees’ operating and financial decisions. For variable interest entities (“VIEs”), the Company is considered to hold a controlling financial interest when it is determined to be the primary beneficiary. For VIEs, a primary beneficiary is a party that has both: (1) the power to direct the activities of a VIE that most significantly impact that entity's economic performance, and (2) the obligation to absorb losses, or the right to receive benefits, from the VIE that could potentially be significant to the VIE. The determination of whether an entity is a VIE is based on the amount and characteristics of the entity's equity. All significant inter-company balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, without being audited, pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments considered necessary to make the financial statements not misleading have been included. Operating results for the three months ended December 31, 2014 are not necessarily indicative of the results that may be expected for the year ending June 30, 2015. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended June 30, 2014 filed with the Securities and Exchange Commission. Recent Accounting Pronouncements There have been no recently issued accounting pronouncements that have had or are expected to have a material impact on the Company’s consolidated financial statements.

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- Definition The entire disclosure for the nature of an entity's business, the major products or services it sells or provides and its principal markets, including the locations of those markets. If the entity operates in more than one business, the disclosure also indicates the relative importance of its operations in each business and the basis for the determination (for example, assets, revenues, or earnings). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6927468&loc=d3e6003-108592 + Details
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