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RELATED PARTY TRANSACTIONS | 9 Months Ended
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Sep. 30, 2019
RELATED PARTY TRANSACTIONS |
NOTE 9 - RELATED PARTY TRANSACTIONS | On the date of our inception, we issued 20 million shares of our common stock to our three officers and directors which were recorded at no value (offsetting increases and decreases in common stock and additional paid-in capital). DOC Pharma S.A. As of September 30, 2019, the Company has a prepaid balance of €2,184,230 ($2,381,903) and an accounts payable balance of €181,791 ($198,243) resulting in a net prepaid balance of €2,002,439 ($2,183,660) to Doc Pharma S.A. (“Doc Pharma”), related to purchases of inventory. Additionally, the Company has a receivable balance of €225,359 ($245,754). As of September 30, 2018, the Company had a prepaid balance of €1,384,452 ($1,609,011) to Doc Pharma, related to purchases of inventory. During the nine months ended September 30, 2019 and 2018, the Company purchased a total of €1,976,673 ($2,155,561) and €3,921,192 ($4,683,864) of products from Doc Pharma, respectively. During the nine months ended September 30, 2019 and 2018, the Company had revenue of €347,147 ($389,985) and €153,473 ($183,324) from Doc Pharma, respectively. On November 1, 2015, the Company entered into a €12,000 ($13,202) Loan Agreement with DOC Pharma S.A., pursuant to which DOC Pharma, paid existing bills of the Company in the amount of €12,000 ($13,202), excluding the Vendor Bills. The loan bears an interest rate of 2% per annum and was due and payable in full on October 31, 2016. As of September 30, 2019, the Company has an outstanding principal balance under this note of €12,000 ($13,086) and accrued interest expense of $1,034. Doc Pharma S.A is considered a related party to the Company due to the fact that the CEO of Doc Pharma is the wife of Grigorios Siokas, the Company’s CEO and principal shareholder, who also served as a principal of Doc Pharma SA in the past. Medihelm S.A As of September 30, 2019, the Company has a prepaid balance of €3,031,217 ($3,305,542) and an accounts payable balance of £46,817 ($57,576), resulting in a net prepaid balance of $3,247,967 to Medihelm related to purchases of inventory. Additionally, the Company had a receivable balance of €162,687 ($117,410). As of September 30, 2018, the Company had a prepaid balance of €2,192,934 ($2,513,762) and an accounts payable balance of £484,101 ($630,542), resulting in a net prepaid balance of $1,883,220 related to purchases of inventory. Additionally, the Company had a receivable balance of €671,510 ($780,429). During the nine months ended September 30, 2019 and 2018, the Company purchased €2,207,663 ($2,407,457) and $9,878,498 of products from Medihelm, respectively. During the nine months ended September 30, 2019 and 2018, the Company had revenue of (€28,556) ($31,140) and revenue of €914,914($1,092,865) from Medihelm, respectively. Medihelm S.A. is considered a related party to the Company due to the fact that the managing director of Medihelm is the mother of Nicholaos Lazarou, the former managing director of the Company’s UK subsidiary, Decahedron. Grigorios Siokas As of December 31, 2018, the Company had an outstanding principal balance of $1,777,799, consisting of €1,353,700 ($1,550,799) and $227,000, in loans payable to Grigorios Siokas. During the nine months ended September 30, 2019, the Company borrowed total additional proceeds of $508,084, repaid €161,967 ($212,176) of these loans and converted $1,050,000 of these loans into 140,001 shares of common stock at a conversion rate of $7.50 per share. These loans are non-interest bearing and have no maturity dates. As of September 30, 2019, the Company had an outstanding principal balance under these loans of $984,845 consisting of €240,333 ($262,083) and $722,762, in loans payable to Grigorios Siokas. On December 20, 2018, the €1,500,000 ($1,718,400) note payable, originally borrowed pursuant to a Loan Agreement with a third-party lender, dated March 16, 2018, was transferred to Grigorios Siokas. The note bears an interest rate of 4.7% per annum and has a maturity date of March 18, 2019. The balance as of December 31, 2018 was €1,500,000 ($1,718,400). As of September 30, 2019, the Company had an outstanding principal balance of €1,500,000 ($1,635,750) and accrued interest of €108,364 ($118,171). On May 28, 2019, the Company entered into a Debt Exchange Agreement with Grigorios Siokas. The agreement provided for the issuance by the Company of 66,667 shares of common stock, at the rate of $7.50 per share, or an aggregate of $500,000, in exchange for $500,000 of existing loans by Mr. Siokas to the Company. The Company valued this transaction at fair value and recorded a $259,999 gain on extinguishment of related party debt to additional paid-in capital. On June 24, 2019, the Company entered into a Debt Exchange Agreement with Grigorios Siokas. The agreement provided for the issuance by the Company of 73,334 shares of common stock, at the rate of $7.50 per share, or an aggregate of $550,000, in exchange for $550,000 of existing loans by Mr. Siokas to the Company. The Company valued this transaction at fair value and recorded a $269,126 gain on extinguishment of related party debt to additional paid-in capital. Grigorios Siokas is the Company’s CEO and principal shareholder and is hence considered a related party to the Company. Dimitrios Goulielmos As of December 31, 2018, the Company had a principal balance due to Dimitrios Goulielmos, director and former CEO, of €53,500 ($61,290) related to a loan agreement dated November 21, 2014 and amended on November 4, 2015. The loan is non-interest bearing. During the nine months ended September 30, 2019, the Company repaid €33,500 ($36,532) and a principal balance of €20,000 ($21,810) remained as of September 30, 2019. Nicholaos Lazarou In connection with the Decahedron SPA, on February 9, 2017, Decahedron, Medihelm S.A. and Nicholaos Lazarou, former managing director of Decahedron, entered into a liability transfer agreement whereby the loan provided from Decahedron to Nicholaos Lazarou prior to the acquisition would be cancelled in exchange for Nicholaos Lazarou’s personal assumption of £172,310 ($233,118) owed to Medihelm S.A., a related party creditor of Decahedron. On November 30, 2018, the Company entered into a stock purchase agreement with Nicholaos Lazarou, whereby for consideration of $60,000 the Company repurchased 20,000 shares of its common stock. As per the agreement, the sale and transfer of the shares occurred on November 30, 2018, the date of signing, however, the Company was entitled to pay the full consideration in tranches until August 2019. As of December 31, 2018, the Company had an amount due to related party of $48,683. During the nine months ended September 30, 2019, the Company repaid the remaining balance in the amount of $48,683. On June 20, 2019, the Company entered into a stock purchase agreement with Nicholaos Lazarou whereby for consideration of $15,000, the Company repurchased 114,518 shares of its common stock. As per the agreement, the sale and transfer of the shares occurred on June 20, 2019, the date of signing. During the nine months ended September 30, 2019, the Company paid the $15,000 in consideration in full. Except as set forth above, we have not entered into any material transactions with any director, executive officer, and promoter, beneficial owner of five percent or more of our common stock, or family members of such persons.

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- Definition The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -URI http://asc.fasb.org/topic&trid=2122745 + Details
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