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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2017

Trade Facility Agreements

On April 10, 2017, Decahedron Ltd. (“Decahedron”), a wholly owned subsidiary, as of February 9, 2017, of the Company entered into a Trade Finance Facility Agreement (the “Decahedron Facility”) with Synthesis Structured Commodity Trade Finance Limited (the “Lender”). The Decahedron Facility provides the following material terms:

·	The Lender will provide Decahedron a facility of up to €2,750,000 ($2,941,950) secured against Decahedron’s receivables from the sale of branded and generic pharmaceutical sales.

·	The total facility will be calculated as 95% of the agreed upon value of Decahedron’s receivables.

·	The term of the Decahedron Facility will be for 12 months.

·	The obligations of Decahedron are guaranteed by the Company pursuant to a Cross Guarantee and Indemnity Agreement.

·	The Lender has the right to make payments directly to Decahedron’s suppliers.

·	The following fees should be paid in connection with the Decahedron Facility:

	o	2% of the maximum principal amount as an origination fee.

	o	A one percent (1%) monthly fee.

The current draw on the Decahedron Facility is $0.

On May 12, 2017, SkyPharm S.A. (“SkyPharm”), a wholly owned subsidiary, as of August 1, 2014, of the Company entered into a Trade Finance Facility Agreement (the “SkyPharm Facility”) with the Lender. The SkyPharm Facility provides the following material terms:

·	The Lender will provide SkyPharm a facility of up to €2,000,000 ($2,139,600) secured against SkyPharm’s receivables from the sale of branded and generic pharmaceutical sales.

·	The total facility will be calculated as 95% of the agreed upon value of Decahedron’s receivables.

·	The term of the SkyPharm Facility will be for 12 months.

·	The obligations of SkyPharm are guaranteed by the Company pursuant to a Cross Guarantee and Indemnity Agreement.

·	The Lender has the right to make payments directly to SkyPharm n’s suppliers.

·	The following fees should be paid in connection with the SkyPharm Facility:

	o	2% of the maximum principal amount as an origination fee.

	o	A one percent (1%) monthly fee.

The current draw on the SkyPharm Facility is €1,404,098 ($1,502,104). The Company obtained consents from Synthesis Peer-to-Peer Income Fund in connection with entering into the SkyPharm Facility and obtaining the Lender.

Convertible Promissory Note

In a board meeting on April 10, 2017, the members of the Board of Directors authorized the Company to negotiate additional financing through a convertible note payable to Coastal Capital Partners (Black Forest Capital, LLC). The proposed terms contemplate an aggregate total proceeds received from Coastal Capital Partners will be $500,000 in three separate tranches. Interest will be 8% per annum and the conversion rate will be 70% of the average of the lowest five trading prices of shares traded within twenty trading days prior to the date of conversion. As of the date of filing, the Company has not received any funds and there has been no formal agreement between the Company and Coastal Capital Partners. No assurances can be made that the Company will consummate these transactions.

Synthesis Bridge Loans

On April 16, 2017, the maturity dates of the March 16, 2017 and March 20, 2017 with respect to the loans by Synthesis Peer-To Peer-Income Fund (“SPPF”) referenced above (the “Bridge Loans”) were amended for no additional consideration of change in terms and conditions. The maturity dates of both loans were amended and matured on May 16, 2017 and May 20, 2017, respectively. As a result of the Company’s failure to repay the Bridge Loans, the Company is in technical default of the loan agreements, however, SPPF has not declared a default or accelerated any payments under the Bridge Loans.

Consulting Agreements

On May 1, 2017, the Company entered into an 8-month consulting agreement for web design services commencing on May 1, 2017 and terminating on January 1, 2018. As compensation for creating, delivering and maintaining a website, the Company will issue 20,000 shares of common stock upon execution of the agreement. The shares were valued at $14,400 and will be amortized over the term of the agreement.

On May 8, 2017, the Company entered into a one-year consulting agreement for advisory services with a third party that commences on May 8, 2017. The Company has agreed to issue the consultant 300,000 valued at $219,000 shares of the Company’s common stock payable within ten days of the signing of the agreement. The shares are considered to be a fully earned, nonrefundable, non-apportionable and non-ratable retainer as consideration for undertaking the agreement. In addition, the Company will pay the consultant $5,000 per month in cash for the term of the agreement.

Sales Pursuant to Regulation S

On April 7, 2017, the Company issued shares of common stock and warrants pursuant to a private placement conducted under the exemption from registration under Regulation S. Each unit sold to investors consists of $35,000 face value of 50,000 shares plus warrants to purchase the equivalent shares.

The Company has entered into the following subscription agreements:

On April 10, 2017, the Company sold 45,800 at $0.70 per share for a total purchase price of $32,060 to a private investor. The investor also received 45,800 warrants which were valued using the Black Scholes valuation model to have a fair value of $2,375.

On April 26, 2017, the Company sold 46,700 at $0.70 per share for a total purchase price of $32,690 to a private investor. The investor also received 46,700 warrants which were valued using the Black Scholes valuation model to have a fair value of $1,521.