Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2018 | |
Document And Entity Information | |
Entity Registrant Name | Cosmos Holdings Inc. |
Entity Central Index Key | 1,474,167 |
Document Type | S1 |
Document Period End Date | Jun. 30, 2018 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Is Entity's Reporting Status Current? | Yes |
Entity Filer Category | Non-accelerated Filer |
Document Fiscal Year Focus | 2,018 |
Entity Emerging Growth Company | false |
Entity Small Business | true |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 1,153,902 | $ 782,853 | $ 716,590 |
Accounts receivable | 1,769,814 | 1,255,596 | 661,850 |
Accounts receivable - related party | 228,869 | 171,392 | |
Inventory | 2,075,952 | 3,093,521 | 464,219 |
Other receivable | 1,826,160 | 131,900 | |
Prepaid expenses and other current assets | 1,680,635 | 1,482,192 | 646,530 |
Prepaid expenses and other current assets - related party | 4,225,473 | 2,724,972 | 15,523 |
TOTAL CURRENT ASSETS | 12,960,805 | 9,510,526 | 2,636,612 |
Other assets | 458,719 | 1,008,579 | 429,203 |
Property and equipment, net | 125,101 | 114,567 | 52,715 |
Intangible assets, net | 38,023 | 41,994 | |
TOTAL ASSETS | 13,582,648 | 10,675,666 | 3,118,530 |
CURRENT LIABILITIES: | |||
Accounts payable and accrued expenses | 1,914,314 | 1,778,333 | 577,932 |
Accounts payable and accrued expenses - related party | 398,468 | 387,847 | 13,759 |
Convertible notes payable, net of unamortized discount of $2,989,110 and $0, respectively | 169,935 | 121,604 | |
Notes payable, net of unamortized discount of $126,763 and $110,561, respectively | 10,715,376 | 9,951,745 | 2,872,472 |
Notes payable - related party | 76,511 | 97,979 | 160,391 |
Loans payable | 17,938 | ||
Loans payable - related party | 760,324 | 7,213 | 148,250 |
Taxes payable | 1,423,673 | 1,358,789 | 1,080,590 |
TOTAL CURRENT LIABILITIES | 15,458,601 | 13,703,510 | 4,871,332 |
Share settled debt obligation | 1,554,590 | ||
TOTAL LIABILITIES | 17,013,191 | 13,703,510 | 4,871,332 |
Commitments and Contingencies (see Note 9) | |||
STOCKHOLDERS' DEFICIT: | |||
Preferred stock, $0.001 par value; 100,000,000 shares authorized; 0 shares issued and outstanding as of December 31, 2017 and December 31, 2016, respectively | |||
Common stock, $0.001 par value; 300,000,000 shares authorized; 12,825,393 and 12,587,053 shares issued and 12,666,704 and 12,587,053 outstanding as of December 31, 2017 and December 31, 2016, respectively | 13,495 | 12,825 | 12,587 |
Additional paid-in capital | 7,545,773 | 5,652,429 | 287,293 |
Accumulated other comprehensive loss | (1,338,917) | (1,385,229) | (1,050,463) |
Accumulated deficit | (9,485,400) | (7,211,987) | (1,002,219) |
Treasury Stock | (165,494) | (95,882) | |
TOTAL STOCKHOLDERS' DEFICIT | (3,430,543) | (3,027,844) | (1,752,802) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 13,582,648 | $ 10,675,666 | $ 3,118,530 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
CURRENT LIABILITIES: | |||
Convertible notes payeble, net of unamortized discount | $ 1,939,345 | $ 2,989,110 | $ 0 |
Notes payable, net of unamortized discount | $ 10,757 | $ 126,763 | $ 110,561 |
SHAREHOLDERS' EQUITY | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares, outstanding | 0 | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 |
Common stock, shares issued | 13,495,394 | 12,825,393 | 12,587,053 |
Common stock, shares, outstanding | 13,336,705 | 12,666,704 | 12,587,053 |
Treasury stock, shares | 158,689 | 138,689 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
REVENUE | ||||||
Revenue | $ 8,856,888 | $ 6,112,531 | $ 20,822,317 | $ 10,228,447 | $ 30,013,378 | $ 6,755,436 |
COST OF REVENUE | 8,154,554 | 5,632,433 | 19,509,987 | 9,384,657 | 28,057,111 | 6,154,396 |
GROSS PROFIT | 702,334 | 480,098 | 1,312,330 | 843,790 | 1,956,267 | 601,040 |
OPERATING EXPENSES | ||||||
General and administrative expenses | 772,780 | 1,270,848 | 1,524,528 | 1,664,342 | 4,852,801 | 794,099 |
Depreciation and amortization expense | 8,339 | 5,890 | 16,135 | 11,032 | 25,903 | 9,448 |
Impairment of goodwill | 1,949,884 | 1,949,884 | ||||
TOTAL OPERATING EXPENSES | 781,119 | 1,276,738 | 1,540,663 | 3,625,258 | 6,828,588 | 803,547 |
LOSS FROM OPERATIONS | (78,785) | (796,640) | (228,333) | (2,781,468) | (4,872,321) | (202,507) |
OTHER INCOME (EXPENSE) | ||||||
Other income | 19 | |||||
Interest expense - related party | (66) | (66) | (132) | (132) | (2,592) | (264) |
Interest expense | (272,419) | (171,327) | (558,997) | (281,455) | (748,474) | (189,687) |
Non-cash interest expense | (490,771) | (1,774,783) | (886,483) | (16,063) | ||
Other expense | (4,360) | (1,584) | (7,138) | (13,234) | (27,492) | (12,764) |
Forgiveness of debt | (743) | 48,880 | ||||
Gain on exchange of equity investments, net of unrealized loss on change in fair value | 1,826,160 | 1,826,160 | ||||
Loss on extinguishment of debt | (1,464,698) | |||||
Foreign currency transaction gain (loss) | (196,627) | 130,001 | (114,344) | 202,971 | 330,395 | (178,967) |
TOTAL OTHER EXPENSE | 861,174 | (42,976) | (2,045,052) | (91,850) | (1,334,646) | (397,726) |
LOSS BEFORE INCOME TAXES | 782,389 | (839,616) | (2,273,385) | (2,873,318) | (6,206,967) | (600,233) |
INCOME TAX EXPENSE | (28) | (32) | (2,801) | (769) | ||
NET LOSS | 782,389 | (839,616) | (2,273,413) | (2,873,350) | (6,209,768) | (601,002) |
OTHER COMPREHENSIVE INCOME (LOSS) | ||||||
Foreign currency translation gain (loss) | 181,366 | (111,658) | 46,312 | (126,677) | (334,766) | 55,215 |
TOTAL OTHER COMPREHENSIVE LOSS | $ 963,755 | $ (951,274) | $ (2,227,101) | $ (3,000,027) | $ (6,544,534) | $ (545,787) |
BASIC AND DILUTED NET LOSS PER SHARE | $ (0.49) | $ (0.05) | ||||
BASIC NET LOSS PER SHARE | $ 0.06 | $ (0.07) | $ (0.18) | $ (0.23) | ||
DILUTED NET LOSS PER SHARE | $ 0.06 | $ (0.07) | $ (0.18) | $ (0.23) | ||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | ||||||
Basic and Diluted | 12,780,013 | 12,564,824 | ||||
Basic | 13,167,364 | 12,786,438 | 12,918,417 | 12,734,183 | ||
Diluted | 13,229,583 | 12,786,438 | 12,918,417 | 12,734,183 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Treasury Stock | Accumulated Other Comprehensive Loss | Total |
Beginning Balance, Shares at Dec. 31, 2015 | 12,563,053 | ||||||
Beginning Balance, Amount at Dec. 31, 2015 | $ 12,563 | $ 246,541 | $ (401,217) | $ (1,105,678) | $ (1,247,791) | ||
Foreign currency translation effect | 55,215 | 55,215 | |||||
Issuance of common stock for the exercise of options, Shares | 24,000 | ||||||
Issuance of common stock for the exercise of options, Amount | $ 24 | 23,976 | 24,000 | ||||
Stock option expense | 16,636 | 16,636 | |||||
Contribution of capital by an officer | 140 | 140 | |||||
Fair value of warrants issued for services | |||||||
Net income | (601,002) | (601,002) | |||||
Ending Balance, Shares at Dec. 31, 2016 | 12,587,053 | ||||||
Ending Balance, Amount at Dec. 31, 2016 | $ 12,587 | 287,293 | (1,002,219) | (1,050,463) | (1,752,802) | ||
Foreign currency translation effect | (334,766) | (334,766) | |||||
Stock option expense | 338,792 | 338,792 | |||||
Sale of common stock and warrants, Shares | 14,340 | ||||||
Sale of common stock and warrants, Amount | $ 14 | 91,766 | 91,780 | ||||
Acquisition of subsidiary, Shares | 170,000 | ||||||
Acquisition of subsidiary, Amount | $ 170 | 1,478,830 | 1,479,000 | ||||
Issuance of stock for services, Shares | 54,000 | ||||||
Issuance of stock for services, Amount | $ 54 | 401,746 | 401,800 | ||||
Relative fair value of warrants issued with convertible debt | 1,545,288 | 1,545,288 | |||||
Beneficial conversion feature discount related to convertible notes payable | 1,140,711 | 1,140,711 | |||||
Fair value of warrants issued for services | 368,003 | 368,003 | |||||
Purchase of treasury stock, Shares | (138,689) | ||||||
Purchase of treasury stock, Amount | $ (1,387) | (1,387) | |||||
Purchase of treasury stock from officer | (94,495) | (94,495) | |||||
Net income | (6,209,768) | (6,209,768) | |||||
Ending Balance, Shares at Dec. 31, 2017 | 12,825,393 | (138,689) | |||||
Ending Balance, Amount at Dec. 31, 2017 | $ 12,825 | $ 5,652,429 | $ (7,211,987) | $ (95,882) | $ (1,385,229) | (3,027,844) | |
Fair value of warrants issued for services | |||||||
Net income | (2,273,413) | ||||||
Ending Balance, Amount at Jun. 30, 2018 | $ (3,430,543) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (2,273,413) | $ (2,873,350) | $ (6,209,768) | $ (601,002) |
Adjustments to Reconcile Net Loss to Net Cash Used In Operating Activities: | ||||
Depreciation and amortization expense | 16,135 | 11,032 | 25,903 | 9,448 |
Amortization of debt discounts | 1,774,783 | 41,959 | 518,481 | 16,063 |
Loss on extinguishment of debt | 1,464,698 | |||
Gain on forgiveness of debt | (48,880) | |||
Stock-based compensation | 120,006 | 175,990 | 338,792 | 16,636 |
Issuance of common stock for services | 401,800 | 401,800 | ||
Gain on exchange of equity investments, net of unrealized loss on change in fair value | (1,826,160) | |||
Fair value of warrants issued for services | 368,003 | |||
Loss on goodwill impairment | 1,949,884 | 1,949,884 | ||
Changes in Assets and Liabilities: | ||||
Accounts receivable | (514,218) | (1,361,884) | (534,909) | (565,306) |
Accounts receivable - related party | (57,477) | (171,392) | ||
Inventory | 1,017,569 | (899,710) | (2,623,788) | (272,345) |
Prepaid expenses | (198,443) | (1,522,993) | (669,713) | (585,821) |
Prepaid expenses - related party | (1,500,501) | (52,538) | (2,709,449) | (15,523) |
Other assets | 549,860 | (11,789) | (531,324) | (369,287) |
Accounts payable and accrued expenses | 135,981 | 691,468 | 496,450 | 381,512 |
Accounts payable and accrued expenses - related party | (47,389) | (12,844) | 312,666 | (126,754) |
Taxes payable | 64,879 | 128,287 | 278,223 | 48,508 |
Deferred revenue | (62,210) | |||
NET CASH USED IN OPERATING ACTIVITIES | (1,322,570) | (3,334,688) | (8,760,141) | (2,126,081) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchase of fixed assets | (21,761) | (4,249) | (55,337) | (12,816) |
Payment of financing arrangement fee | (131,900) | |||
Cash received from acquisition | 40,858 | 40,858 | ||
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | (21,761) | 36,609 | (14,479) | (144,716) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Payment of convertible note payable | (1,311,285) | (239,286) | ||
Proceeds from convertible note payable | 2,686,000 | |||
Payment of related party note payable | (18,690) | (50,779) | (84,755) | (63,312) |
Payment of note payable | (1,267,390) | (365,152) | (487,476) | (176,218) |
Proceeds from note payable | 2,160,985 | 3,461,106 | 7,541,413 | 2,871,993 |
Payment of related party loan | (318,163) | (123,329) | (978,730) | (15,300) |
Proceeds from related party loan | 1,071,479 | 547,296 | 817,040 | 148,250 |
Payment of loans payable | (19,399) | (20,437) | (45,374) | |
Proceeds from issuance of share settled debt obligation | 1,554,590 | |||
Sale of common stock and warrants | 64,749 | 91,780 | ||
Proceeds from the exercise of stock options | 24,000 | |||
Purchase of treasury stock | (11,602) | (34,460) | ||
Capital contribution | 140 | |||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,859,924 | 3,514,492 | 9,291,089 | 2,744,179 |
Effect of exchange rate changes on cash | (144,544) | (153,060) | (450,206) | 45,159 |
NET INCREASE IN CASH | 371,049 | 63,353 | 66,263 | 518,541 |
CASH AT BEGINNING OF YEAR | 782,853 | 716,590 | 716,590 | 198,049 |
CASH AT END OF YEAR | 1,153,902 | 779,943 | 782,853 | 716,590 |
Supplemental Disclosure of Cash Flow Information | ||||
Cash paid during the period: Interest | 248,236 | 63,999 | 130,531 | 30,396 |
Cash paid during the period: Income Tax | ||||
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||||
Acquisition of Decahedron | 1,479,000 | 1,479,000 | ||
Reversal of proceeds due from noteholder due to repayment of note | 11,411 | 24,044 | ||
Pre-delivery shares issued for future conversion of convertible notes payable | 670 | |||
Discounts related to warrants issued with convertible debentures | 1,545,288 | |||
Discounts related to beneficial conversion features of convertible debentures | 1,140,711 | |||
Related party accrual for repurchase of shares of common stock | 58,010 | 61,422 | ||
Conversion of convertible notes payable to common stock | $ 34,719 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
NOTE 1 - BASIS OF PRESENTATION | The terms “COSM,” “we,” “the Company,” and “us” as used in this report refer to Cosmos Holdings Inc. The accompanying unaudited consolidated balance sheet as of June 30, 2018 and unaudited consolidated statements of operations for the six months ended June 30, 2018 have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management of COSM, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2018, are not necessarily indicative of the results that may be expected for the year ending December 31, 2018, or any other period. These unaudited consolidated financial statements and notes should be read in conjunction with the financial statements for each of the two years ended December 31, 2017 and 2016, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (“Form 10-K”). The accompanying consolidated balance sheet as of December 31, 2017 has been derived from the audited financial statements filed in our Form 10-K and is included for comparison purposes in the accompanying balance sheet. Certain prior year amounts have been reclassified to conform to current year presentation. |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Notes to Financial Statements | ||
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS | Cosmos Holdings, Inc. (“us”, “we”, or the “Company”) was incorporated in the State of Nevada under the name Prime Estates and Developments, Inc. on July 21, 2009. On November 14, 2013, we changed our name to Cosmos Holdings Inc. On September 27, 2013, the Company, closed a reverse take-over transaction by which it acquired a private company whose principal activities are the trading of products, providing representation, and provision of consulting services to various sectors. Pursuant to a Share Exchange Agreement between the Registrant and Amplerissimo Ltd, a company incorporated in Cyprus (“Amplerissimo”), the Company acquired 100% of Amplerissimo’s issued and outstanding common stock. As a result of the reverse take-over transaction, Amplerissimo became a wholly-owned subsidiary of the Company. On August 1, 2014, the Company, through its Cypriot subsidiary Amplerissimo, formed SkyPharm S.A. a Greek corporation (“SkyPharm”) a subsidiary that focuses on the trading, sourcing and distribution of pharmaceutical products. In February 2017, the Company completed the acquisition of Decahedron Ltd, a UK corporation (“Decahedron”) consummating the transactions contemplated by the Stock Purchase Agreement, dated November 17, 2016 as amended (the “Decahedron SPA”). Pursuant to the terms of the Decahedron SPA, the shareholders of Decahedron received an aggregate of 170,000 shares of common stock of the Company (the “Stock Consideration”), which were delivered following the closing in exchange for all of the Ordinary Shares of Decahedron for the Stock Consideration. Decahedron is a fully licensed wholesaler of pharmaceutical products and its primary activity is the distribution, import and export of pharmaceuticals. In accordance with the terms of the SPA, Mr. Lazarou remained as a director and officer of Decahedron. On November 21, 2017, the Company effected a one-for-ten (1:10) reverse stock split whereby the Company decreased, by a ratio of one-for-ten (1:10) the number of issued and outstanding shares of Common Stock. Proportional adjustments for the reverse stock split were made to the Company’s outstanding stock options, and warrants including all share and per-share data, for all amounts and periods presented in the consolidated financial statements. The Company is a rapidly growing worldwide pharmaceutical trading, sourcing and distribution company. We are currently focusing on expanding the existing operations of our subsidiaries and continuing to make progress towards becoming a Global Specialty Pharmaceutical Company. The Company’s focus is on Branded Pharmaceuticals, Over-the-Counter (OTC) medicines, and Generic Pharmaceuticals. The Company has also entered the nutraceutical market and will continue to target areas where we can build and maintain a strong position. The Company uses a differentiated operating model based on a lean, nimble, and decentralized structure, with emphasis on actively pursuing low risk license acquisitions, as well as investing in Research & Development, particularly on pharmaceutical and nutraceutical products with inherently lower risk profiles and clearly defined regulatory pathways. Our operating model and the execution of our Corporate Strategy are enabling the Company to adapt to market realities and customer needs, achieve sustainable growth, and create shareholder value. We regularly evaluate and, where appropriate, execute on opportunities to expand through the acquisition of branded pharmaceutical products and pharmaceutical companies in areas that will serve patients that we believe will offer above average growth characteristics and attractive margins. In particular, we look to continue to enhance our pharmaceutical and over the counter product lines by acquiring or licensing rights to additional products and regularly evaluate selective acquisition and licensing opportunities. We believe that the demand for reasonably-priced medicines, delivered in the highest quality, and constantly matching the requirements of reliable and comprehensive medical care, is set to increase in the years to come, with the population’s increasing life expectancy. With our product portfolio of non-patented and patented medicines, we contribute to the optimization of efficient medicinal care, and thereby to lowering costs both for health insurance funds and companies as well as for patients. Our principal office is located at 141 W. Jackson Blvd, Suite 4236, Chicago, Illinois 60604; Telephone: 312-536-3102. The Company’s website can be found at the following URL: www.cosmosholdingsinc.com. Going Concern The Company’s consolidated financial statements are prepared using U.S. GAAP applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company generated a net loss of $2,273,413 for the six months ended June 30, 2018 and has a working capital deficit of $2,497,796 and an accumulated deficit of $9,485,400 as of June 30, 2018. These conditions raise substantial doubt of the Company’s ability to continue as a going concern. The Company has not yet established an adequate ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease development of operations. In order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations, the Company will need, among other things, additional capital resources. Management’s plans to continue as a going concern include raising additional capital through increased sales of product and by sale of equity and/or debt. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described herein and eventually secure other sources of financing and attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Summary of Significant Accounting Policies Basis of Financial Statement Presentation The accompanying consolidated financial statements have been prepared in accordance with principles generally accepted in the United States of America. Principles of Consolidation Our consolidated accounts include our accounts and the accounts of our wholly-owned subsidiaries, Amplerissimo Ltd, SkyPharm S.A. and Decahedron Ltd. All significant intercompany balances and transactions have been eliminated. Reclassifications to Prior Period Financial Statements and Adjustments Certain reclassifications have been made in the Company’s financial statements of the prior year to conform to the current year presentation. These reclassifications have no impact on previously reported net income. Use of Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of June 30, 2018 and December 31, 2017, there were no cash equivalents. The Company maintains bank accounts in the United States denominated in U.S. Dollars and in the Republic of Cyprus, in Greece and in Bulgaria all of them denominated in Euros. The Company also maintains bank accounts in the United Kingdom of Great Britain, dominated in Euros and Great Britain Pound (British Pounds Sterling). Account Receivable Accounts receivable are stated at their net realizable value. The allowance for doubtful accounts against gross accounts receivable reflects the best estimate of probable losses inherent in the receivables portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other currently available information. Tax Receivables The Company pays Value Added Tax (“VAT”) or similar taxes (“input VAT”), income taxes, and other taxes within the normal course of its business in most of the countries in which it operates related to the procurement of merchandise and/or services it acquires and/or on sales and taxable income. The Company also collects VAT or similar taxes on behalf of the government (“output VAT”) for merchandise and/or services it sells. If the output VAT exceeds the input VAT, this creates a VAT payable to the government. If the input VAT exceeds the output VAT, this creates a VAT receivable from the government. The VAT tax return is filed on a monthly basis offsetting the payables against the receivables. In observance of EU regulations for intra-EU cross-border sales, our subsidiary in Greece, SkyPharm S.A., does not charge VAT for sales to wholesale drug distributors registered in other European Union member states. Inventory Inventory is stated at the lower of cost or market value using the weighted average method. Inventory consists primarily of finished goods and packaging materials, i.e. packaged pharmaceutical products and the wrappers and containers they are sold in. A periodic inventory system is maintained by 100% count. Inventory is replaced periodically to maintain the optimum stock on hand available for immediate shipment. We write-down inventories to net realizable value based on forecasted demand and market conditions, which may differ from actual results. Fixed Assets Fixed assets are stated at cost, less accumulated depreciation. Depreciation is provided on a straight-line basis over the useful lives (except for leasehold improvements which are depreciated over the lesser of the lease term or the useful life) of the assets as follows: Estimated Useful Life Furniture and fixtures 5-7 years Office and computer equipment 3-5 years Depreciation expense was $11,859 and $7,062 for the six months ended June 30, 2018 and 2017, respectively. Intangible Assets Intangible assets with definite useful lives are recorded on the basis of cost and are amortized on a straight-line basis over their estimated useful lives. The Company uses a useful life of 5 years for an import/export license. The Company evaluates the remaining useful life of intangible assets annually to determine whether events and circumstances warrant a revision to the remaining amortization period. If the estimate of the intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset will be amortized prospectively over that revised remaining useful life. At June 30, 2018, no revision to the remaining amortization period of the intangible assets was made. Amortization expense was $4,276 and $3,970 for the six months ended June 30, 2018 and 2017, respectively. Impairment of Long-Lived Assets In accordance with ASC 360-10, Long-lived assets, which include property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. Goodwill and Intangibles The Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. Specifically, goodwill impairment is determined using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company uses level 3 inputs and a discounted cash flow methodology to estimate the fair value of a reporting unit. A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Company’s budget and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit. Prior to the acquisition of Decahedron, the Company had no recorded goodwill value. As a result of the acquisition of Decahedron, the Company tested and expensed 100% of the goodwill allocated to the acquisition costs, an amount equal to $1,949,884 for the period ending June 30, 2017. Equity Method Investment For those investments in common stock or in-substance common stock in which the Company has the ability to exercise significant influence over the operating and financial policies of the investee, the investment is accounted for under the equity method. The Company records its share in the earnings of the investee and is included in “Equity earnings of affiliate” in the consolidated statement of operations. The Company assesses its investment for other-than-temporary impairment when events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable and recognizes an impairment loss to adjust the investment to its then current fair value Investments in Equity Securities Investments in equity securities are accounted for at fair value with changes in fair value recognized in income from operations. Equity securities are classified as short-term or long-term based on the nature of the securities and their availability to meet current operating requirements. Equity securities that are readily available for use in current operations are reported as a component of current assets in the accompanying consolidated balance sheets. Equity securities that are not considered available for use in current operations would be reported as a component of long-term assets in the accompanying consolidated balance sheets. For equity securities with no readily determinable fair value, the Company elects a measurement alternative to fair value. Under this alternative, the Company measures the investments at cost, less any impairment, and adjusted for changes resulting from observable price changes in transactions for identical or similar investments of the investee. The election to use the measurement alternative is made for each eligible investment. Fair Value Measurement The Company adopted FASB ASC 820-Fair Value Measurements and Disclosures, or ASC 820, for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results but did expand certain disclosures. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. The Company did not have any Level 2 or Level 3 assets or liabilities as of June 30, 2018. Cash is considered to be highly liquid and easily tradable as of June 30, 2018 and therefore classified as Level 1 within the fair value hierarchy. The investment in KBB is also classified as Level 1within the fair value hierarchy. In addition, FASB ASC 825-10-25 Fair Value Option, or ASC 825-10-25, was effective for January 1, 2008. ASC 825-10-25 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments. Revenue Recognition The Company adopted Topic 606 Revenue from Contracts with Customers on January 1, 2018. As a result, it has changed its accounting policy for revenue recognition as detailed below. Revenue is measured based on consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a product to a customer. These criteria are assumed to have been met upon delivery of the products requested by the customer to the customers carrier. Hence, adoption of the ASC 606, has not changed the timing and nature of the Company’s revenue recognition. Stock-based Compensation The Company records stock based compensation in accordance with ASC section 718, “Stock Compensation” and Staff Accounting Bulletin (SAB) No. 107 (SAB 107) issued by the SEC in March 2005 regarding its interpretation of ASC 718. ASC 718 requires the fair value of all stock-based employee compensation awarded to employees to be recorded as an expense over the related requisite service period. The Company values any employee or non-employee stock based compensation at fair value using the Black-Scholes Option Pricing Model. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC 505-50 “Equity-Based Payments to Non-Employees”. Foreign Currency Translations and Transactions Assets and liabilities of all foreign operations are translated at year-end rates of exchange, and the statements of operations are translated at the average rates of exchange for the year. Gains or losses resulting from translating foreign currency financial statements are accumulated in a separate component of stockholders’ equity until the entity is sold or substantially liquidated. Gains or losses from foreign currency transactions (transactions denominated in a currency other than the entity’s local currency) are included in net earnings. Income Taxes The Company accounts for income taxes under the asset and liability method, as required by the accounting standard for income taxes ASC 740. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, as well as net operating loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company is liable for income taxes in the Republic of Cyprus, Greece and the United Kingdom of England. The corporate income tax rate in Cyprus is 12.5%, 29% in Greece (tax losses are carried forward for five years effective January 1, 2013) and 20% in United Kingdom of England. Losses may also be subject to limitation under certain rules regarding change of ownership. We regularly review deferred tax assets to assess their potential realization and establish a valuation allowance for portions of such assets to reduce the carrying value if we do not consider it to be more likely than not that the deferred tax assets will be realized. Our review includes evaluating both positive (e.g., sources of taxable income) and negative (e.g., recent historical losses) evidence that could impact the realizability of our deferred tax assets. At June 30, 2018 the Company has maintained a valuation allowance against all net deferred tax assets in each jurisdiction in which it is subject to income tax. We recognize the impact of an uncertain tax position in our financial statements if, in management’s judgment, the position is not more-likely-then-not sustainable upon audit based on the position’s technical merits. This involves the identification of potential uncertain tax positions, the evaluation of applicable tax laws and an assessment of whether a liability for an uncertain tax position is necessary. As of June 30, 2018 the Company has no uncertain tax positions recorded in any jurisdiction where it is subject to income tax. Basic and Diluted Net Income (Loss) per Common Share Basic income per share is calculated by dividing income available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted income per share is calculated by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period and, when dilutive, potential shares from stock options and warrants to purchase common stock, using the treasury stock method. In accordance with ASC 260, “Earnings Per Share”, the following table reconciles basic shares outstanding to fully diluted shares outstanding. Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Weighted average number of common shares outstanding Basic 13,167,364 12,786,438 12,918,417 12,734,183 Potentially dilutive common stock equivalents 62,219 - - - Weighted average number of common and equivalent shares outstanding - Diluted 13,229,583 12,786,438 12,918,417 12,734,183 Common stock equivalents are included in the diluted income per share calculation only when option exercise prices are lower than the average market price of the common shares for the period presented. Recent Accounting Pronouncements Effective January 1, 2018, the Company adopted ASU 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities “ and ASU 2018-03, “Technical Corrections and Improvements to Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 contained a number of changes which are applicable to the Company including the following: (1) requires equity investments to be measured at fair value with changes in fair value recognized in net income; and (2) allows equity investments without readily determinable fair values to be measured at cost less impairment, if any, plus or minus changes in observable prices (referred to as the “measurement alternative”); ASU 2018-03 also clarified certain aspects of the guidance issued in ASU 2016-01, including requiring a prospective transition approach for equity investments without readily determinable fair value in which the measurement alternative is applied. ASU 2016-01 does not apply to investments accounted for using the equity method, investments in consolidated subsidiaries, FHLB stock, and investments in low income housing tax credit projects. The ASU also eliminated the requirement to classify equity investments into different categories such as “Available-for-sale.” In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350), which simplifies the measurement of goodwill by eliminating Step 2 from the current goodwill impairment test in the event that there is evidence of an impairment based on qualitative or quantitative assessments. ASU 2017-04 does not change how the goodwill impairment is identified, and the Company will continue to perform a qualitative assessment annually to determine whether the two-step impairment test is required. Until the adoption, current accounting standards require the impairment loss to be recognized under Step 2 of the impairment test. This requires the Company to calculate the implied fair value of goodwill by assigning fair value to the reporting unit’s assets and liabilities as if the reporting unit has been acquired in a business combination, then subsequently subtracting the implied goodwill from the carrying amount of the goodwill. The new standard would require the Company to determine the fair value of the reporting unit and subtract the carrying value from the fair value of the reporting unit to determine if there is an impairment. ASU 2017-04 is effective for the Company for fiscal years after December 15, 2019, and early adoption is permitted. ASU 2017-04 is required to be adopted prospectively, and the adoption is effective for annual goodwill impairment tests performed in the year of adoption. The Company does not believe that the adoption of ASU No. 2017-04 will have a material effect on the Company’s consolidated financial position or the Company’s consolidated results of operations In January 2017, the FASB issued ASU No. 2017-01, “Clarifying the Definition of a Business,” with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as an acquisition of assets or a business. ASU No. 2017-01 is effective for the Company’s fiscal year commencing on January 1, 2018. The effect of this guidance is to be applied prospectively and early adoption is permitted. The Company does not believe that the adoption of ASU No. 2017-01 will have a material effect on the Company’s consolidated financial position or the Company’s consolidated results of operations. In February 2016, the FASB issued ASU 2016-02, “Leases,” which will require lessees to recognize assets and liabilities for the rights and obligations created by most leases on the balance sheet. The changes become effective for the Company’s fiscal year beginning after July 1, 2019. Modified retrospective adoption for all leases existing at, or entered into after, the date of initial application, is required with an option to use certain transition relief. The Company expects this ASU will increase its current assets and current liabilities, but have no net material impact on its consolidated financial statements. In July 2015, the Financial Accounting Standards Board issued Simplifying the Measurement of Inventory, Topic 0330 (ASU No 2015-11). ASU 2015-11 changes the measurement principle for inventory from the lower of cost or market to lower of cost or net realizable value. The new standard is effective for the Company for fiscal years and interim periods beginning after December 15, 2016. The Company adopted this standard in the first quarter of fiscal 2017, applying it prospectively. The adoption of ASU 2015-11 did not have a material impact on the Company’s consolidated financial statements. In May 2014, the FASB issued ASU 2014-09-Revenue from Contracts with Customers (Topic 606). The guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The FASB delayed the effective date to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. In addition, in March and April 2016, the FASB issued new guidance intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. Both amendments permit the use of either a retrospective or cumulative effect transition method and are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early application permitted. As of January 1, 2018, the Company has adopted the ASC 606 – Revenue from Contracts with Customers and recognizes revenue at the point in time at which the customer obtains control of the entity and the Company has satisfied its performance obligations. The adoption of ASC 606 did not materially impact the timing or amount of revenues that would otherwise be recognized. | Cosmos Holdings, Inc. (Cosmos, The Company, we, or us) was incorporated in the State of Nevada under the name Prime Estates and Developments, Inc. on July 21, 2009 for the purpose of acquiring and operating commercial real estate and real estate related assets. On September 27, 2013 (the Closing), Cosmos Holdings Inc. a Nevada corporation (Cosmos Holdings, Inc. or the Registrant), closed a reverse take-over transaction by which it acquired a private company whose principal activities are the trading of products, providing representation, and provision of consulting services to various sectors. Pursuant to a Share Exchange Agreement (the Exchange Agreement) between the Registrant and Amplerissimo Ltd, a company incorporated in Cyprus (Amplerissimo), the Registrant acquired 100% of Amplerissimos issued and outstanding common stock. On August 1, 2014, we, through our Cypriot subsidiary Amplerissimo, formed SkyPharm S.A. a Greek corporation (SkyPharm) whose principal activities and operations are the development, marketing and sales of pharmaceutical, wellness and cosmetic products. On February 10, 2017, the Company and Decahedron Ltd, a UK Corporation (Decahedron) consummated the transactions contemplated by the Stock Purchase Agreement, dated November 17, 2016 as amended (the Decahedron SPA). Pursuant to the terms of the Decahedron SPA, the shareholders of Decahedron received an aggregate of 170,000 shares of common stock of the Company (the Stock Consideration), which were delivered following the closing in exchange for all of the Ordinary Shares of Decahedron for the Stock Consideration. In accordance with the terms of the SPA, Mr. Lazarou remained as a director and officer of Decahedron. On November 21, 2017, the Company effected a one-for-ten (1:10) reverse stock split whereby the Company decreased, by a ratio of one-for-ten (1:10) the number of issued and outstanding shares of Common Stock. Proportional adjustments for the reverse stock split were made to the Companys outstanding stock options, and warrants including all share and per-share data, for all amounts and periods presented in the consolidated financial statements. We are currently focusing our existing operations on expanding the business of SkyPharm and our new subsidiary Decahedron, we have concentrated our efforts on becoming an international pharmaceutical company. The Companys focus will be on Branded Pharmaceuticals, Over-the-Counter (OTC) medicines, and Generic Pharmaceuticals. The Company also intends to expand into Cosmetic-Beauty Products as well as Food Supplements and we target areas where we can build and maintain a strong position. The Company uses a differentiated operating model based on a lean, nimble and decentralized structure, an emphasis on low risk license acquisition as well as Research & Development and our ability to be better owners of pharmaceutical assets than others. This operating model and the execution of our corporate strategy are enabling the Company to achieve sustainable growth and create shareholder value. We regularly evaluate and, where appropriate, execute on opportunities to expand through the acquisition of branded pharmaceutical products and pharmaceutical companies in areas that will serve patients that we believe will offer above average growth characteristics and attractive margins. In particular, we look to continue to enhance our pharmaceutical and over the counter product lines by acquiring or licensing rights to additional products and regularly evaluate selective acquisition opportunities. The Company had $30,013,378 in total revenues and expended $28,057,111 for the year ended December 31, 2017, in connection with these operations. Going Concern The Company's consolidated financial statements are prepared using U.S. GAAP applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company generated a net loss of $6,209,768 for the year ended December 31, 2017, and has a working capital deficit of $4,192,984 and an accumulated deficit of $7,211,987 as of December 31, 2017. These conditions raise substantial doubt of the Companys ability to continue as a going concern. The Company has not yet established an adequate ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease development of operations. In order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations the Company will need, among other things, additional capital resources. Management's plans to continue as a going concern include raising additional capital through increased sales of product and by sale of common shares. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Summary of Significant Accounting Policies Basis of Financial Statement Presentation The accompanying consolidated financial statements have been prepared in accordance with principles generally accepted in the United States of America. Principles of Consolidation Our consolidated accounts include our accounts and the accounts of our wholly-owned subsidiaries, Amplerissimo Ltd, SkyPharm S.A. and Decahedron Ltd. All significant intercompany balances and transactions have been eliminated. Reclassifications to Prior Period Financial Statements and Adjustments Certain reclassifications have been made in the Companys financial statements of the prior year to conform to the current year presentation. These reclassifications have no impact on previously reported net income. Use of Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of December 31, 2017 and December 31, 2016, there were no cash equivalents. The Company maintains bank accounts in the United States denominated in U.S. Dollars and in the Republic of Cyprus, in Greece and in Bulgaria all of them denominated in Euros. Additionally, the Company maintains a bank account in the United Kingdom denominated in British Pounds. For the year ended December 31, 2017, the amounts in these accounts were $65,613, $398,841 (the Euro equivalent of which was 331,759) and $27,542 (the British Pound equivalent of which was £20,358). At December 31, 2016, the amounts in these accounts were $3,143 and $19,876 (the Euro equivalent of which was 18,836). Additionally, for the years ended December 31, 2017 and 2016, the Company had cash on hand in the amount of $290,857 and $693,570, respectively. Accounts Receivable Accounts receivable are stated at their net realizable value. The allowance for doubtful accounts against gross accounts receivable reflects the best estimate of probable losses inherent in the receivables portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other currently available information. Tax Receivables The Company pays Value Added Tax (VAT) or similar taxes (input VAT), income taxes, and other taxes within the normal course of its business in most of the countries in which it operates related to the procurement of merchandise and/or services it acquires and/or on sales and taxable income. The Company also collects VAT or similar taxes on behalf of the government (output VAT) for merchandise and/or services it sells. If the output VAT exceeds the input VAT, this creates a VAT payable to the government. If the input VAT exceeds the output VAT, this creates a VAT receivable from the government. The VAT tax return is filed on a monthly basis offsetting the payables against the receivables. In observance of EU regulations for intra-EU cross-border sales, our subsidiary in Greece, SkyPharm S.A., does not charge VAT for sales to wholesale drug distributors registered in other European Union member states. As of December 31, 2017 and 2016, the Company had a VAT net receivable balance of $961,220 and $398,126, respectively, recorded on the balance sheet as other assets. Inventory Inventory is stated at the lower of cost or market value using the weighted average method. Inventory consists primarily of finished goods and packaging materials, i.e. packaged pharmaceutical products and the wrappers and containers they are sold in. A periodic inventory system is maintained by 100% count. Inventory is replaced periodically to maintain the optimum stock on hand available for immediate shipment. Fixed Assets Fixed assets are stated at cost, less accumulated depreciation. Depreciation is provided on a straight-line basis over the useful lives (except for leasehold improvements which are depreciated over the lesser of the lease term or the useful life) of the assets as follows: Estimated Useful Life Furniture and fixtures 57 years Office and computer equipment 3-5 years Depreciation expense was $17,370 and $9,448 for the years ended December 31, 2017 and December 31, 2016, respectively. Intangible Assets Intangible assets with definite useful lives are recorded on the basis of cost and are amortized on a straight-line basis over their estimated useful lives. The Company uses a useful life of 5 years for an import/export license. The Company evaluates the remaining useful life of intangible assets annually to determine whether events and circumstances warrant a revision to the remaining amortization period. If the estimate of the intangible assets remaining useful life is changed, the remaining carrying amount of the intangible asset will be amortized prospectively over that revised remaining useful life. At December 31, 2017, no revision to the remaining amortization period of the intangible assets was made. Amortization expense was $8,533 and $0 for the years ended December 31, 2017 and 2016, respectively. Impairment of Long-Lived Assets In accordance with ASC 360-10, Long-lived assets, which include property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the assets expected future discounted cash flows or market value, if readily determinable. Goodwill and Intangibles The Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. Specifically, goodwill impairment is determined using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company uses level 3 inputs and a discounted cash flow methodology to estimate the fair value of a reporting unit. A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Companys budget and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting units goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting units goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit. Prior to the acquisition of Decahedron, the Company had no record goodwill value. As a result of the acquisition of Decahedron, the Company tested and impaired 100% of the goodwill allocated to the acquisition costs, an amount equal to $1,949,884 for the year ended December 31, 2017. Fair Value Measurement The Company adopted FASB ASC 820-Fair Value Measurements and Disclosures, or ASC 820, for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company's financial position or operating results, but did expand certain disclosures. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. The Company did not have any Level 2 or Level 3 assets or liabilities as of December 31, 2017. Cash is considered to be highly liquid and easily tradable as of December 31, 2017 and therefore classified as Level 1 within our fair value hierarchy. In addition, FASB ASC 825-10-25 Fair Value Option, or ASC 825-10-25, was effective for January 1, 2008. ASC 825-10-25 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments. Revenue Recognition We recognize revenue net of the VAT receivable. We consider revenue recognizable when persuasive evidence of an arrangement exists, the price is fixed or determinable, goods or services have been delivered, and collectability is reasonably assured. These criteria are assumed to have been met if a customer orders an item, the goods or services have been shipped or delivered to the customer, and we have sufficient evidence of collectability, such a payment history with the customer. Revenue that is billed and received in advance such as recurring weekly or monthly services are initially deferred and recognized as revenue over the period the services are provided. Stock-based Compensation The Company records stock based compensation in accordance with ASC section 718, "Stock Compensation" and Staff Accounting Bulletin (SAB) No. 107 (SAB 107) issued by the SEC in March 2005 regarding its interpretation of ASC 718. ASC 718 requires the fair value of all stock-based employee compensation awarded to employees to be recorded as an expense over the related requisite service period. The Company values any employee or non-employee stock based compensation at fair value using the Black-Scholes Option Pricing Model. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC 505-50 "Equity-Based Payments to Non-Employees". Foreign Currency Translations and Transactions Assets and liabilities of all foreign operations are translated at year-end rates of exchange, and the statements of operations are translated at the average rates of exchange for the year. Gains or losses resulting from translating foreign currency financial statements are accumulated in a separate component of stockholders' equity until the entity is sold or substantially liquidated. Gains or losses from foreign currency transactions (transactions denominated in a currency other than the entity's local currency) are included in net earnings. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash investments and accounts receivable. The following tables show the number of the Company's clients which contributed 10% or more of revenue and accounts receivable, respectively: Year Ended December 31, Year Ended December 31, 2017 2016 Number of 10% clients 3 2 Percentage of total revenue 49.63 % 52.49 % Percentage of total AR 20.68 % 26.09 % Income Taxes The Company accounts for income taxes under the asset and liability method, as required by the accounting standard for income taxes ASC 740. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, as well as net operating loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company is liable for income taxes in the Republic of Cyprus, Greece and the United Kingdom of England. The corporate income tax rate in Cyprus is 12.5% and 29% in Greece (tax losses are carried forward for five years effective January 1, 2013) and 20% in the United Kingdom of England. Losses may also be subject to limitation under certain rules regarding change of ownership. We regularly review deferred tax assets to assess their potential realization and establish a valuation allowance for portions of such assets to reduce the carrying value if we do not consider it to be more likely than not that the deferred tax assets will be realized. Our review includes evaluating both positive (e.g., sources of taxable income) and negative (e.g., recent historical losses) evidence that could impact the realizability of our deferred tax assets. At December 31, 2017 the Company has maintained a valuation allowance against all net deferred tax assets in each jurisdiction in which it is subject to income tax. We recognize the impact of an uncertain tax position in our financial statements if, in management's judgment, the position is not more-likely-then-not sustainable upon audit based on the position's technical merits. This involves the identification of potential uncertain tax positions, the evaluation of applicable tax laws and an assessment of whether a liability for an uncertain tax position is necessary. As of December 31, 2017 the Company had no uncertain tax positions recorded in any jurisdiction where it is subject to income tax. Basic and Diluted Net Income (Loss) per Common Share Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the periods presented. The per share amounts include the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share for each of the years ended December 31, 2016 and 2017 is the same due to the anti-dilutive nature of potential common stock equivalents. Recent Accounting Pronouncements In July 2017, the Financial Accounting Standards Board (FASB) issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part 1) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Non public Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception (ASU 2017-11). Part I relates to the accounting or certain financial instruments with down round features in Subtopic 815-40, which is considered in determining whether an equity-linked financial instrument qualifies for a scope exception from derivative accounting. Down Round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced based on the pricing of future equity offerings. An entity still is required to determine whether instruments would be classified as equity under the guidance in Subtopic 815-40 in determining whether they qualify for that scope exception. If they do qualify, freestanding instruments with down round features are no longer classified as liabilities. ASU 2017-11 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period. Early adoption is permitted and may be applied on a retrospective basis, including in an interim period. The Company early adopted ASU 2017-11 during the year ended December 31, 2017. In January 2017, the FASB issued ASU 2017-04, Intangibles Goodwill and Other (Topic 350), which simplifies the measurement of goodwill by eliminating Step 2 from the current goodwill impairment test in the event that there is evidence of an impairment based on qualitative or quantitative assessments. ASU 2017-04 does not change how the goodwill impairment is identified, and the Company will continue to perform a qualitative assessment annually to determine whether the two step impairment test is required. Until the adoption, current accounting standards require the impairment loss to be recognized under Step 2 of the impairment test. This requires the Company to calculate the implied fair value of goodwill by assigning fair value to the reporting units assets and liabilities as if the reporting unit has been acquired in a business combination, then subsequently subtracting the implied goodwill from the carrying amount of the goodwill. The new standard would require the Company to determine the fair value of the reporting unit and subtract the carrying value from the fair value of the reporting unit to determine if there is an impairment. ASU 2017-04 is effective for the Company for fiscal years after December 15, 2019, and early adoption is permitted. ASU 2017-04 is required to be adopted prospectively, and the adoption is effective for annual goodwill impairment tests performed in the year of adoption. The Company does not believe that the adoption of ASU No. 2017-4 will have a material effect on the Companys consolidated financial position or the Companys consolidated results of operations In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business, with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as an acquisition of assets or a business. ASU No. 2017-01 is effective for the Companys fiscal year commencing on January 1, 2018. The effect of this guidance is to be applied prospectively and early adoption is permitted. The Company does not believe that the adoption of ASU No. 2017-01 will have a material effect on the Companys consolidated financial position or the Companys consolidated results of operations. In February 2016, the FASB issued ASU 2016-02, Leases, which will require lessees to recognize assets and liabilities for the rights and obligations created by most leases on the balance sheet. The changes become effective for the Companys fiscal year beginning January 1, 2020. Modified retrospective adoption for all leases existing at, or entered into after, the date of initial application, is required with an option to use certain transition relief. The Company expects this ASU will increase its current assets and current liabilities, but have no net material impact on its consolidated financial statements. In July 2015, the Financial Accounting Standards Board issued Simplifying the Measurement of Inventory, Topic 330 (ASU No 2015-11). ASU 2015-11 changes the measurement principle for inventory from the lower of cost or market to lower of cost or net realizable value. The new standard is effective for the Company for fiscal years and interim periods beginning after December 15, 2016. The Company adopted this standard in the first quarter of fiscal 2017, applying it prospectively. The adoption of ASU 2015-11 did not have a material impact on the Company's consolidated financial statements. In May 2014, the FASB issued ASU 2014-09-Revenue from Contracts with Customers (Topic 606). The guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The FASB delayed the effective date to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. In addition, in March and April 2016, the FASB issued new guidance intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. Both amendments permit the use of either a retrospective or cumulative effect transition method and are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early application permitted. As of January 1, 2018, the Company has adopted the modified retrospective approach in accordance with ASC 606 Revenue from Contracts with Customers and recognizes revenue at the point in time at which the customer obtains control of the entity and the Company has satisfied its performance obligations. Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company's financial statements. |
ACQUISITION OF DECAHEDRON, LTD.
ACQUISITION OF DECAHEDRON, LTD. | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Notes to Financial Statements | ||
NOTE 2 - ACQUISITION OF DECAHEDRON, LTD. | On February 10, 2017, the Company completed the acquisition pursuant to the Decahedron SPA acquiring 100% of the outstanding shares of Decahedron, a United Kingdom company. Decahedron is a pharmaceuticals wholesaler which specializes in imports and exports of branded and generic pharmaceutical products within the EEA and around the world. At closing, the Company acquired 100% of Decahedron’s outstanding shares in exchange for 170,000 shares of Cosmos common stock valued at $1,479,000 (the “Acquisition”). The Company recognized cash of $40,858 acquired on acquisition. The Company recognized the remaining Decahedron assets acquired and liabilities assumed based upon the fair value of such assets and liabilities measured as of the date of acquisition. The aggregate purchase price for Decahedron has been allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase price over the fair value of the acquired net assets represents cost and revenue synergies specific to the Company, as well as non-capitalizable intangible assets, such as the license held by Decahedron for the wholesale of pharmaceuticals in the United Kingdom and Europe, the remainder was allocated to goodwill, none of which is tax deductible. During the year ended December 31, 2017, we recorded an adjustment of $28,002 primarily related to other assets and an adjustment of the accounts payable associated with the Decahedron acquisition. We finalized our allocation of the purchase price during the year ended December 31, 2017. The final allocation of the purchase price as of December 31, 2017, is as follows: Preliminary Allocation as of February 10, Allocation Final 2017 Adjustments Allocation Current assets $ 6,537 $ - $ 6,537 Intangible assets 50,000 - 50,000 Other assets 305,400 (216,562 ) 88,838 Total assets acquired 361,937 (216,562 ) 145,375 Liabilities assumed: Debt 804,819 (188,560 ) 616,259 Total liabilities assumed 804,819 (188,560 ) 616,259 Net assets acquired (442,882 ) (28,002 ) (470,884 ) Consideration: Value of Common Stock Issued at Acquisition 1,479,000 - 1,479,000 Goodwill $ 1,921,882 $ 28,002 $ 1,949,884 The components of the acquired intangible assets were as follows (in thousands): Amount Useful Life (Years) Licenses (a) $ 50,000 5 $ 50,000 - _____________ (a) U.K Pharmaceutical Wholesale Distribution License Unaudited Supplemental Pro Forma Data The unaudited pro forma statements of operations data for the six months ended June 30, 2018 and 2017, below, give effect to the Decahedron Acquisition, described above, as if it had occurred at January 1, 2017. These amounts have been calculated after applying our accounting policies and adjusting the results of Decahedron intangible amortization that would have been charged assuming the fair value adjustments had been applied and incurred since January 1, 2017. This pro forma data is presented for informational purposes only and does not purport to be indicative of our future results of operations. Revenue of $1,335,360 and net loss of $176,785 since the acquisition date are included in the consolidated statement of operations and comprehensive income (loss) for the six months ended June 30, 2017. Unaudited pro forma results of operations for the six months ended June 30, 2018 and 2017 as though the Company acquired Decahedron on the first day of each fiscal year are set forth below. Six months Ended June 30, 2018 2017 Revenues $ 20,822,317 $ 10,421,894 Cost of revenues 19,509,987 9,584,090 Gross profit 1,312,330 837,804 Operating expenses 1,540,663 3,653,255 Operating loss (228,333 ) (2,815,451 ) Other income (expense) (2,039,082 ) (129,492 ) Income tax (expense) (28 ) (32 ) Net loss $ (2,267,443 ) $ (2,944,975 ) Other comprehensive gain (loss) 46,103 (126,677 ) Comprehensive net loss $ (2,221,340 ) $ (3,071,652 ) The purchase price exceeded the estimated fair value of the net assets acquired by $1,949,884 which was recorded as Goodwill. Goodwill represents the difference between the total purchase price for the net assets purchased from Decahedron and the aggregate fair values of tangible and intangible assets acquired, less liabilities assumed. At the conclusion of the acquisition, goodwill was reviewed for impairment and it was determined that indicators of impairment existed. As of June 30, 2017, after our assessment of the totality of the events that could impair goodwill, it was the Company’s conclusion “it is more likely than not” that the Goodwill was impaired. As a result of the Company’s assessment, 100% of the goodwill of $1,949,884 was recorded as an impairment of goodwill. | On February 10, 2017, the Company completed the acquisition pursuant to the Decahedron SPA acquiring 100% of the outstanding shares of Decahedron, a United Kingdom company. Decahedron is a pharmaceuticals wholesaler which specializes in imports and exports of branded and generic pharmaceutical products within the EEA and around the world. At closing, the Company acquired 100% of Decahedrons outstanding shares and in exchange for 170,000 shares of Cosmos common stock valued at $1,479,000 (the Acquisition). The Company recognized cash of $40,858 acquired on acquisition. The Company recognized the remaining Decahedron assets acquired and liabilities assumed based upon the fair value of such assets and liabilities measured as of the date of acquisition. The aggregate purchase price for Decahedron has been allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase price over the fair value of the acquired net assets represents cost and revenue synergies specific to the Company, as well as non-capitalizable intangible assets, such as the license held by Decahedron for the wholesale of pharmaceuticals in the United Kingdom and Europe, the remainder has been allocated to goodwill, none of which is tax deductible. During the year ended December 31, 2017, we recorded an adjustment of $28,002 primarily related to other assets and an adjustment of the accounts payable associated with the Decahedron acquisition. We finalized our allocation of the purchase price during the year ended December 31, 2017. The final allocation of the purchase price as of December 31, 2017, is as follows: Preliminary Allocation as of February 10, Allocation Final 2017 Adjustments Allocation Current assets $ 6,537 $ - $ 6,537 Intangible assets 50,000 - 50,000 Other assets 305,400 (216,562 ) 88,838 Total assets acquired 361,937 (216,562 ) 145,375 Liabilities assumed: Debt 804,819 (188,560 ) 616,259 Total liabilities assumed 804,819 (188,560 ) 616,259 Net assets acquired (442,882 ) (28,002 ) (470,884 ) Consideration: Value of Common Stock Issued at Acquisition 1,479,000 - 1,479,000 Goodwill $ 1,921,882 $ 28,002 $ 1,949,884 The components of the acquired intangible assets were as follows (in thousands): Amount Useful Life (Years) Licenses (a) $ 50,000 5 $ 50,000 - _____________ (a) U.K Pharmaceutical Wholesale Distribution License Unaudited Supplemental Pro Forma Data The unaudited pro forma statements of operations data for the year ended December 31, 2017 and 2016, below, give effect to the Decahedron Acquisition, described above, as if it had occurred at January 1, 2016. These amounts have been calculated after applying our accounting policies and adjusting the results of Decahedron intangible amortization that would have been charged assuming the fair value adjustments had been applied and incurred since January 1, 2016. This pro forma data is presented for informational purposes only and does not purport to be indicative of our future results of operations. Revenue of $4,221,751 and net loss of $441,553 since the acquisition date are included in the consolidated statement of operations and comprehensive income (loss) for year ended December 31, 2017. Unaudited proforma results of operations for the year ended December 31, 2017 and 2016 as though the Company acquired Decahedron on the first of each fiscal year are set forth below. Years Ended December 31, 2017 2016 Revenues $ 30,206,825 $ 8,756,772 Cost of revenues 28,256,544 8,128,159 Gross profit 1,950,281 628,613 Operating expenses 6,856,585 991,901 Operating loss (4,906,304 ) (363,288 ) Other income (expense) (1,372,288 ) (506,343 ) Income tax (expense) (2,801 ) 30,803 Net Loss $ (6,281,393 ) $ (838,828 ) Other comprehensive loss (343,766 ) 1,940 Comprehensive net loss $ (6,616,159 ) $ (836,888 ) The purchase price exceeded the estimated fair value of the net assets acquired by $1,949,884 which was recorded as Goodwill. Goodwill represents the difference between the total purchase price for the net assets purchased from Decahedron and the aggregate fair values of tangible and intangible assets acquired, less liabilities assumed. At the conclusion of the acquisition, goodwill was reviewed for impairment and it was determined that indicators of impairment existed. As of December 31, 2017, after our assessment of the totality of the events that could impair goodwill, it was the Companys conclusion it is more likely than not that the Goodwill was impaired. As a result of the Companys assessment, 100% of the goodwill of $1,949,884 was recorded as an impairment of goodwill. |
PREPAID FINANCING COSTS
PREPAID FINANCING COSTS | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 3 - PREPAID FINANCING COSTS | On February 28, 2016, the Company entered into an agreement with Synthesis Management Limited (“Synthesis Management”) for the purpose of securing additional financing for the Company. On September 28, 2016, the Company advanced €125,000 ($133,725) to Synthesis Management, as part of the aforementioned agreement. From August 8, 2016, through December 31, 2017, the Company paid a total of €946,426 ($1,137,793) to Mr. Spyros Papadopoulos and to two funds controlled by Mr. Spyros Papadopoulos. More specifically, the Company paid directly to Mr. Spyros Papadopoulos a total of €587,293 ($706,044), to Synthesis Management a total of €178,293 ($214,344), and to Synthesis Multi-Asset Architecture SICAV-SIF a total of €180,840 ($217,406) for advisory fees for the Company’s financing. As of April 18, 2018, an advisory consulting agreement was entered into. See Note 12, Subsequent Events. During the year ended December 31, 2017, the Company fully expensed the costs and the balance of the prepaid financing costs as of December 31, 2017, is $0. |
INVESTMENTS
INVESTMENTS | 6 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
NOTE 4 - INVESTMENTS | Distribution and Equity Agreement On March 19, 2018, the Company entered into a Distribution and Equity Acquisition Agreement (the “Distribution and Equity Acquisition Agreement”) with Marathon Global Inc. (“Marathon”), a company incorporated in the Province of Ontario, Canada. Marathon was recently formed to be a global supplier of Cannabis, cannabidiol (CBD) and/or any Cannabis Extract products, extracts, ancillaries and derivatives (collectively, the “Products”). The Company was appointed the exclusive distributor of the Products initially throughout Europe and on a non-exclusive basis wherever else lawfully permitted. The Distribution and Equity Acquisition Agreement is to remain in effect indefinitely unless Marathon fails to provide Market Competitive (as defined) product pricing and Marathon has not become profitable within five (5) years of the agreement. The transaction closed on May 22, 2018 after the due diligence period, following which the Company received: (a) a 33 1/3% equity interest or 5 million shares in Marathon as partial consideration for the Company’s distribution services; and (b) received cash of CAD $2,000,000, subject to repayment in Common Shares of the Company if it fails to meet certain performance milestones. The Company is entitled to receive an additional CAD $2,750,000 upon the Company’s receipt of gross sales of CAD $6,500,000 and an additional CAD $2,750,000 upon receipt of gross sales of CAD $13,000,000. The Company was also given the right to nominate one director to the Marathon board of directors. Since Marathon is a newly formed entity with no assets, the Company attributed no value to the 5 million shares in Marathon which was received as consideration for the distribution services. The Company has significant influence over Marathon due to its representation on the board of Marathon and therefore, accounts for its investment in Marathon under the equity method of accounting. Since the carrying value of its investment in Marathon is $0, and the Company is not obligated to fund losses of Marathon, the Company will not record losses resulting from Marathon’s operations. If Marathon were to report a net income, the Company will apply the equity method of accounting and recognize such income in its statement of operations or resume applying the equity method only after its share of net income equals the share of net losses not recognized in earlier periods. Share Exchange Agreement On May 17, 2018, the Company entered into a Share Exchange Agreement (the “SEA”) with Marathon, Kaneh Bosm Biotechnology Inc. (“KBB”) and certain other sellers of Marathon capital stock. Under the SEA, the Company agreed to transfer 2.5 million shares in Marathon to KBB, a corporation incorporated under the laws of the Province of British Columbia and a public reporting issuer on the Canadian Securities Exchange, in exchange for 5 million shares of KBB. The Company accounted for the exchange at fair value and recognized a gain on exchange of its investment in Marathon of $1,953,000 included in Gains on exchange of equity investments in the consolidated statements of operations. The Company determined the fair value of the exchange based on an actively quoted stock price of KBB received in exchange for the Marathon shares. The Company continues to fair value its investment in KBB with changes recognized in earnings each period and recorded an unrealized loss on exchange of investment during the six months ended June 30, 2018 of $126,840 such that the net gain at the end of the period is $1,826,160. Since no value was attributed to the 33 1/3% equity ownership interest in Marathon received as consideration for the distribution services, the Company would receive variable consideration in future for its services under the Distribution and Equity Acquisition Agreement, if certain milestones are achieved. Refer to Note 9 for the accounting associated with the cash of CAD $2 million received upfront. Variable consideration to be received in the future upon achieving the gross sales milestones described above, is constrained as the Company estimates that it is probable that a significant reversal of revenue could occur. In assessing the constraint, the Company considered its limited experience with the Products, new geographic markets and similar transactions, which affect the Company’s ability to estimate the likelihood of a probable revenue reversal. Therefore, no revenue has been recognized for the period ended June 30, 2018. The Company will continue to reassess variable consideration at each reporting period and update the transaction price when it becomes probable that a significant revenue reversal would not occur. On July 16, 2018, the Company exchanged its remaining equity interest in Marathon for shares in KBB as further discussed in Note 13. |
INCOME TAXES
INCOME TAXES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Notes to Financial Statements | ||
NOTE 5 - INCOME TAXES | At June 30, 2018, the Company’s effective tax rate differs from the US federal statutory tax rate primarily due to a valuation allowance recorded against net deferred tax assets in all jurisdictions in which the Company operates. At December 31, 2017, the Company’s effective tax rate differed from the US federal statutory tax rate primarily due to earnings taxed at the lower income tax rate in Cyprus. We regularly review deferred tax assets to assess their potential realization and establish a valuation allowance for portions of such assets to reduce the carrying value if we do not consider it to be more likely than not that the deferred tax assets will be realized. Our review includes evaluating both positive (e.g., sources of taxable income) and negative (e.g., recent historical losses) evidence that could impact the realizability of our deferred tax assets. At June 30, 2018, the Company has a maintained a valuation allowance against all net deferred tax assets in each jurisdiction in which it is subject to income tax. As of June 30, 2018, the Company has no uncertain tax positions recorded in any jurisdiction where it is subject to income tax. The Company has recorded $44,120 of interest and penalties as interest expense for the six months ended June 30, 2018 in accordance with this policy. | The reconciliation of income tax expense computed at the U.S. federal statutory rate to the income tax provision for the years ended December 31, 2017 and 2016 is as follows: 12/31/2017 12/31/2016 US Income before income taxes $ (6,209,768 ) $ (592,288 ) Taxes under statutory US tax rates $ (2,111,321 ) $ (201,378 ) Increase (decrease) in taxes resulting from: Increase (decrease) in valuation allowance $ 156,724 $ 193,451 Foreign tax rate differential $ 424,810 $ 19,122 Tax Cuts and Jobs Act $ 181,881 $ - Permanent differences $ 1,384,635 $ 360 State taxes $ (31,629 ) $ (11,594 ) Income tax (expense) income $ 5,100 $ (39 ) The decrease in the Company's effective tax rate in the previous years was primarily attributable to The Tax Cuts and Jobs Act (the Act), which was enacted on December 22, 2017. The Act reduces the U.S. federal corporate income tax rate from 34% to 21%. The most significant impact of the legislation for the Company was a $181,881 reduction of the value of net deferred tax assets (which represent future tax benefits) as a result of lowering the U.S. corporate income tax rate from statutory rate of 34% to 21%. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities consist of the following: 12/31/2017 12/31/2016 US Net operating loss carry forward $ 399,115 $ 329,848 Greece Net operating loss carry forward 53,177 176,443 Cyprus Net operating loss carry forward 11,274 11,052 United Kingdom Net operating loss carry forward 50,772 11,052 Total deferred tax asset 514,338 517,343 Valuation allowance (514,338 ) (517,343 ) Deferred tax asset, net $ - $ - At December 31, 2017, the Company had U.S. net operating loss carry forwards of approximately $1,504,390 that may be offset against future taxable income, subject to limitation under IRC Section 382, which begin to expire in 2031. At December 31, 2017, the Company had Greece net operating loss carry forwards of approximately $183,369 that may be offset against future taxable income which begin to expire in 2019. At December 31, 2017, the Company had United Kingdom net operating loss carry forwards of approximately $406,172 that may be offset against future taxable income part or all of which may not be available to offset our future taxable income in the United Kingdom should there be a change in the nature or conduct of our business in the United Kingdom within the three years subsequent to the date of our acquisition of Decahedron. During the period ending December 31, 2017, the Company generated Cyprus net operating loss carry forwards of $90,194 which may be carryforward for five (5) years. The Company does not anticipate to generate taxable income in Cyprus in excess of its Cyprus net operating losses. No tax benefit has been reported in the December 31, 2017 or 2016 consolidated financial statements due to the uncertainty surrounding the realizability of the benefit, based on a more likely than not criteria and in consideration of available positive and negative evidence. The Company asserts that it will indefinitely reinvest the unremitted earnings and profits generated by Amplerissimo, its Cyprus subsidiary, in 2015. Accordingly, no U.S. deferred tax liability has been established for the unremitted earnings and profits generated in Cyprus. The Company applied the "more-likely-than-not" recognition threshold to all tax positions taken or expected to be taken in a tax return, which resulted in no unrecognized tax benefits as of December 31, 2017 and December 31, 2016, respectively. The Company has elected to classify interest and penalties that would accrue according to the provisions of relevant tax law as interest and other expense, respectively. As of December 31, 2017 the Company has accrued approximately $86,409 in other expense. The Company's tax years since inception through 2017 remain open to examination by most taxing authorities. Taxes payable are $1,358,789 and $1,080,590 as of December 31, 2017 and December 31, 2016, respectively. |
CAPITAL STRUCTURE
CAPITAL STRUCTURE | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Notes to Financial Statements | ||
NOTE 4 - CAPITAL STRUCTURE | Reverse Stock Split On November 21, 2017, the Company effected a one-for-ten (1:10) reverse stock split whereby the Company decreased, by a ratio of one-for-ten (1:10) the number of issued and outstanding shares of Common Stock. Proportional adjustments for the reverse stock split were made to the Company’s outstanding stock options, and warrants including all share and per-share data, for all amounts and periods presented in the consolidated financial statements. Preferred Stock The Company is authorized to issue 100 million shares of preferred stock, which have liquidation preference over the common stock and are non-voting. As of June 30, 2018, and December 31, 2017, no preferred shares have been issued. Common Stock The Company is authorized to issue 300 million shares of common stock and had issued 10,000,000 in connection with the merger and had 2,558,553 shares issued prior to the merger with Amplerissimo. On September 27, 2013, the Company completed the acquisition of Amplerissimo through the issuance of 10,000,000 shares of Common Stock to Dimitrios Goulielmos, the sole shareholder of Amplerissimo, the Company had 12,558,553 shares of Common Stock issued and outstanding. On February 10, 2017, the Company and Decahedron consummated the acquisition of Decahedron SPA. Pursuant to the terms of the Decahedron SPA, the shareholders of Decahedron received an aggregate of 170,000 shares of common stock of the Company, which were delivered at closing in exchange for all of the Ordinary Shares of Decahedron for the Stock Consideration. Purchase of Treasury Shares On December 19, 2017, the Company entered into a stock purchase agreement with an officer and director of the Company, whereby for consideration of €80,000 ($94,495) the Company will repurchase 20,000 shares of its common stock. As per the agreement, the sale and transfer of the shares occurred on December 19, 2017, the date of signing, however the Company is entitled to pay the full consideration in tranches until July 2018. As of December 31, 2017, the Company paid consideration of €28,000 ($33,073) and had an amount due to related party of €52,000 ($61,422). The shares were returned to the Company in February 2018. During the six months ended June 30, 2018, the Company repaid the remaining balance of €52,000 ($63,446). On June 18, 2018, the Company entered into a stock purchase agreement with an officer and director of the Company, whereby for consideration of €60,000 ($69,912) the Company will repurchase 15,000 shares of its common stock, however as of June 30, 2018, the Company had not received the shares. As per the agreement, the sale and transfer of the shares will occur on June 18, 2018, the date of signing, however the Company is entitled to pay the full consideration in tranches until November 2018. During the six months ended June 30, 2017, the Company paid consideration of €10,000 ($11,602) and a remaining balance payable remains in the amount of €50,000 ($58,010). Shares Issued for Services On March 1, 2017, the Company entered into a four-month consulting agreement with a third-party investment advisory firm for consideration of 500 restricted shares of common stock to be issued during the period of the agreement for any introductions and related contributions the Company receives as a result of those introductions. As of June 30, 2018, no consideration has been earned and no shares have been issued related to this agreement. On May 25, 2017, the Company entered into a 20-month consulting agreement with a third party advisory firm for consideration of 20,000 shares of the Company’s common stock. The stock was issued on May 25, 2017 and fair valued at $7.70 per share or $154,000, which will be amortized over the length of the agreement. During the year ending December 31, 2017, the Company recorded $56,138 in consulting expense related to this agreement. During the six months ended June 30, 2018 an additional $45,770 in consulting expense was recorded. Potentially Dilutive Securities On January 1, 2018, the Company granted 25,000 options to an employee of the Company as compensation for being appointed the International Finance Manager of the Company. The options have an exercise period of four years with an exercise price of $1.00 per share. In the event that he ceases to work for the Company for any reason, he will be entitled to a pro rata portion of the annual options. The options vest monthly with 12,500 options fully vested as of June 30, 2018 (See Note 11). As of June 30, 2018, and December 31, 2017, the Company had 13,495,394 and 12,825,393 shares of Common Stock issued and 13,321,705 and 12,666,704 shares of Common Stock, respectively, outstanding. No options, warrants or other potentially dilutive securities other than those disclosed above have been issued as of June 30, 2018. | Reverse Stock Split On November 21, 2017, the Company effected a one-for-ten (1:10) reverse stock split whereby the Company decreased, by a ratio of one-for-ten (1:10) the number of issued and outstanding shares of Common Stock. Proportional adjustments for the reverse stock split were made to the Companys outstanding stock options, and warrants including all share and per-share data, for all amounts and periods presented in the consolidated financial statements. Preferred Stock The Company is authorized to issue 100 million shares of preferred stock, which have liquidation preference over the common stock and are non-voting. As of December 31, 2017 and December 31, 2016, no preferred shares have been issued. Common Stock The Company is authorized to issue 300 million shares of common stock and had issued 10,000,000 in connection with the merger and had 2,558,553 shares issued prior to the merger with Amplerissimo. On September 27, 2013, the Company completed the acquisition of Amplerissimo through the issuance of 10,000,000 shares of Common Stock to Dimitrios Goulielmos, the sole shareholder of Amplerissimo, the Company had 12,558,553 shares of Common Stock issued and outstanding. On February 10, 2017 the Company and Decahedron consummated the acquisition of Decahedron SPA. Pursuant to the terms of the Decahedron SPA, the shareholders of Decahedron received an aggregate of 170,000 shares of common stock of the Company, which were delivered at closing in exchange for all of the Ordinary Shares of Decahedron for the Stock Consideration. Purchase of Treasury Shares Effective October 2, 2017, the Company entered into to a stock purchase agreement dated September 30, 2017, whereby for consideration of $1,387 the Company purchased 138,689 shares of its common stock from a third party investor. The shares were transferred to the Company on October 17, 2017 and will be held in treasury. On December 19, 2017, the Company entered into a stock purchase agreement with an officer and director of the Company, whereby for consideration of 80,000 ($94,495) the Company will purchase 20,000 shares of its common stock. As per the agreement, the sale and transfer of the shares will occur on December 19, 2017, the date of signing, however the Company is entitled to pay the full consideration in tranches until July 2018. As of December 31, 2017, the Company has paid consideration of 28,000 ($33,073) and has an amount due to related party of 52,000 ($61,422). The shares were returned to the Company in February 2018. As of the date of this filing, the Company has paid an additional consideration of 32,000 ($38,470) and has an amount due to related party of 20,000 ($24,044). Exercise of Options On November 4, 2016, the Board of Directors authorized the exercise of stock options held by a former director to purchase 240,000 shares of common stock and the Company recorded $24,000 in proceeds. Shares Issued for Services On March 1, 2017, the Company entered into a four-month consulting agreement with a third party investment advisory firm for consideration of 500 restricted shares of common stock to be issued during the period of the agreement for any introductions and related contributions the Company receives as a result of those introductions. As of December 31, 2017, no consideration has been earned and no shares have been issued related to this agreement. On May 1, 2017, the Company entered into an 8-month consulting agreement with a third party 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 issued 2,000 shares of common stock on May 24, 2017. The shares were valued at $14,400, which was fully recognized in the year ended December 31, 2017. On May 1, 2017, the Company entered into a five-month consulting agreement with a third party advisory firm for consideration of 2,000 shares of the Companys common stock. The stock was issued on May 25, 2017 and fair valued at $7.20 per share or $14,400, which was fully recognized in the year ended December 31, 2017. On May 8, 2017, the Company entered into a one-year consulting agreement for advisory services with a third party investment relations firm. On May 18, 2017, the Company issued to the consultant 30,000 shares of the Companys common stock valued at $219,000, which was fully recognized in the year ended December 31, 2017. 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. On May 25, 2017, the Company entered into a 20-month consulting agreement with a third party advisory firm for consideration of 20,000 shares of the Companys common stock. The stock was issued on May 25, 2017 and fair valued at $7.70 per share or $154,000, which will be amortized over the length of the agreement. For the year ending December 31, 2017, the Company has recorded $56,138 in consulting expense related to this agreement. A total of $97,862 remains to be recognized over the remaining service period. As of December 31, 2017 and 2016, the Company had 12,825,393 and 12,587,053 shares of Common Stock issued and 12,666,704 and 12,587,053 shares outstanding, respectively. Potentially Dilutive Securities On October 1, 2016 the Company granted 12,000 options to an employee of the Company as compensation for being appointed the US Finance Manager of the Company. The options have an exercise period of four years with an exercise price of $2.00. In the event that he ceases to work for the Company for any reason, he will be entitled to a pro rata portion of the annual options. The options vest monthly with 12,000 options fully vested as of December 31, 2016 (See Note 11). On January 1, 2017 the Company granted 25,000 options to an employee of the Company as compensation for being appointed the International Finance Manager of the Company. The options have an exercise period of four years with an exercise price of $1.00 per share. In the event that he ceases to work for the Company for any reason, he will be entitled to a pro rata portion of the annual options. The options vest monthly with 25,000 options fully vested as of December 31, 2017. (See Note 11). On January 3, 2017 the Company granted 12,000 options to an employee of the Company as compensation for being appointed as a consultant of the Company. The options have an exercise period of five years with an exercise price of $2.00 per share. In the event that he ceases to work for the Company for any reason, he will be entitled to a pro rata portion of the annual options. The options vest monthly with 12,000 options fully vested as of December 31, 2017 (See Note 11). 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 exemptions from registration under Regulation S. Each unit sold to investors consists of $35,000 face value purchase price of 5,000 shares plus warrants to purchase the number of equivalent shares. The Company retains the right to accept less than the $35,000 face value from any investor at its discretion. The Company has entered into the following subscription agreements: On April 10, 2017, the Company sold 4,580 shares at $7.00 per share for a total purchase price of $32,060 to a private investor. The investor also received 4,580 warrants that were valued using the Black Scholes valuation model to have a fair value of $2,375 (See Note 11). On April 26, 2017, the Company sold 4,670 shares at $7.00 per share for a total purchase price of $32,690 to a private investor. The investor also received 4,670 warrants that were valued using the Black Scholes valuation model to have a fair value of $1,521 (See Note 11). On May 16, 2017, the Company sold 790 shares at $7.00 per share for a total purchase price of $5,530 to a private investor. The investor also received 790 warrants that were valued using the Black Scholes valuation model to have a fair value of $130 (See Note 11). On July 21, 2017, the Company sold 4,300 shares at $5.00 per share for a total purchase price of $21,500 to a private investor. The Company did not grant any warrants to the investor under this agreement. No options, warrants or other potentially dilutive securities other than those disclosed above have been issued as of December 31, 2017 and 2016. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Notes to Financial Statements | ||
NOTE 6 - 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 June 30, 2018, the Company has a prepaid balance of €1,506,491 ($1,759,732) and an accounts payable balance of €66,288 ($77,431), resulting in a net prepaid balance, related to purchases of inventory, of €1,440,203 ($1,682,301) at June 30, 2018 to DOC Pharma S.A. During the six months ended June 30, 2018, the Company has purchased a total of €2,531,491 ($3,064,370) of products from DOC Pharma. During the six months ended June 30, 2017, the Company has purchased a total of €1,751,369 ($1,898,134) of products from DOC Pharma. On November 1, 2015, the Company entered into a €12,000 ($12,662) Loan Agreement with DOC Pharma S.A., pursuant to which DOC Pharma S.A., paid existing bills of the Company in the amount of €12,000 ($12,662), 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 June 30, 2018, the Company has an outstanding principal balance under this note of €12,000 ($14,017) and accrued interest expense of $704. Medihelm S.A As of June 30, 2018, the Company has an outstanding payable balance due to Medihelm S.A. of £339,242 ($447,902). Medihelm’s managing director is the mother of Nikolaos Lazarou, the director of Decahedron. Additionally, the Company has a receivable balance of €195,932 ($228,869) and a prepaid balance, related to purchases of inventory, of €2,177,187 ($2,543,172) as of June 30, 2018. During the six months ended June 30, 2018, SkyPharm purchased €5,428,168 ($6,570,798) and Decahedron purchased £424,670 ($582,885) of products from Medihelm. SkyPharm generated revenue from Medihelm of €508,251 ($615,238). During the six months ended June 30, 2017, SkyPharm purchased €3,057,165 ($3,313,356) and Decahedron purchased £45,349 ($57,394) of products from Medihelm. SkyPharm generated revenue from Medihelm of €494,206 ($535,620). Grigorios Siokas On October 1, 2016, the Company borrowed €5,000 ($5,276) from Mr. Siokas, CEO, related to its subsidiary’s purchase of additional capital of SkyPharm. The loan is non-interest bearing and has a maturity date of October 1, 2017. During the year ending December 31, 2017, the Company borrowed an additional €1,000 ($1,202). The outstanding balance as of June 30, 2018 was €6,000 ($7,009). During the six months ended June 30, 2018, the Company borrowed €694,700 ($811,479) as loans payable from Mr. Siokas and repaid €114,000 ($133,163) of those loans. These loans are non-interest bearing and have no maturity dates. As of June 30, 2018, the Company has an outstanding principal balance under these loans of €580,700 ($678,316). On January 31, 2018 and February 14, 2018, the Company borrowed an additional $135,000 from Mr, Siokas and repaid $60,000. These loans are non-interest bearing and have no maturity dates. As of June 30, 2018, the Company has an outstanding principal balance under these loans of $75,000. Dimitrios Goulielmos On November 21, 2014, SkyPharm entered into a Loan Agreement with Dimitrios Goulielmos, former Chief Executive Officer and a current director of the Company, pursuant to which the Company borrowed €330,000 ($401,115) from Mr. Goulielmos. The Loan bore an interest rate of 2% per annum and was due and payable in full on May 11, 2015. On November 4, 2015, €130,000 ($142,860) in principal and the related accrued interest of €733 ($806) was forgiven and the remaining balance of €200,000 will no longer accrue interest as part of the stock purchase agreement with Grigorios Siokas on November 4, 2015 referenced above. As of December 31, 2016, €60,000 ($63,312) of the loan was paid back. During the year ended December 31, 2017 an additional €70,500 ($84,755) was paid back. During the six months ended June 30, 2018 the Company repaid an additional €16,000 ($18,690) and a principal balance of €53,500 ($62,493) and €0.00 of accrued interest remains. Konstantinos Vassilopoulos During the six months ended June 30, 2018, the Company borrowed and repaid an aggregate total of $125,000 to Mr. Konstantinos Vassilopoulos. As of June 30, 2018, a principal balance of $0 remains. In connection with the Decahedron SPA, on February 9, 2017, Decahedron, Medihelm S.A. and Nikolaos Lazarou entered into a liability transfer agreement whereby the loan previously provided by Decahedron to Mr. Lazarou prior to the acquisition would be cancelled in exchange for Mr. Lazarou’s personal assumption of approximately £172,310 ($220,988) owed to MediHelm S.A., a creditor of Decahedron. 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. | On the date of our inception, we issued 2 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 December 31, 2017 and 2016, the Company has a prepaid balance of 776,431 ($933,425) and an accounts payable balance of 133,756 ($160,801), resulting in a net prepaid balance, related to purchases of inventory, of 642,675 ($772,623) in the year ended December 31, 2017 to DOC Pharma S.A. As of December 31, 2016, the Company had a prepaid balance of 65 ($69) to DOC Pharma S.A. The Companys CEO, Mr. Grigorios Siokas, wife is the managing director of DOC Pharma and Mr. Siokas himself served as a principal of DOC Pharma. During the years ended December 31, 2017 and 2016, the Company has purchased a total of 4,733,375 ($5,349,187) and 2,906,785 ($3,218,392), respectively, of products from DOC Pharma, respectively. During the years ended December 31, 2017 and 2016, respectively, the Company had $0 and 176,456 ($195,372) revenue from DOC Pharma On November 1, 2015, the Company entered into a 12,000 ($12,662) Loan Agreement with DOC Pharma S.A, pursuant to which DOC Pharma S.A., paid existing bills of the Company in the amount of 12,000 ($12,662), 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 December 31, 2017, the Company has an outstanding principal balance under this note of 12,000 ($14,426) and accrued interest expense of $572. Medihelm S.A As of December 31, 2017, the Company has an outstanding payable balance due to Medihelm S.A of 320,650 ($385,485). Medihelms managing director is the mother of Nikolaos Lazarou, the director of Decahedron. Additionally, the Company has a receivable balance of 142,564 ($171,390) and a prepaid balance, related to purchases of inventory, of 1,623,980 ($1,952,349) as of December 31, 2017. During the year ended December 31, 2017, SkyPharm purchased 9,027,639 ($10,202,135) and Decahedron purchased £605,709 ($784,272) of products from Medihelm. SkyPharm generated revenue from Medihelm of 1,265,184 ($1,429,784). During the year ended December 31, 2016, the SkyPharm made purchases of 633,975 ($701,937) of products from Medihelm and had revenue from Medihelm of 134,977 ($149447). Grigorios Siokas During the year ended December 31, 2015, the Company borrowed 10,000 ($10,906) as a loan payable from Mr. Grigorios Siokas. The loan has no formal agreement and bears no interest. During the year ended December 31, 2016, the Company repaid a total of 10,000 ($10,552) resulting in full repayment of this loan. On October 1, 2016, the Company borrowed 5,000 ($5,276) from Mr. Siokas, CEO, related to its subsidiarys purchase of additional capital of SkyPharm. The loan is non-interest bearing and has a maturity date of October 1, 2017. During the year ending December 31, 2017, the Company borrowed an additional 1,000 ($1,202). The outstanding balance as of December 31, 2017 was 6,000 ($7,213). During the year ended December 31, 2016, the Company borrowed 90,500 ($95,496) as additional loans payable from Mr. Siokas. During the year ended December 31, 2017, the Company borrowed an additional 623,621 ($749,717). These loans have no formal agreements and bear no interest. As of December 31, 2017, the Company paid back the entire outstanding balance of the loans or 714,121 ($858,516). As of December 31, 2017 and 2016, the Company has recorded 0 ($0) and 14,646 ($15,454), respectively in prepayments to Mr. Siokas for board of directors fees. During the year ended December 31, 2017, Mr. Siokas returned the 14,646 ($17,607) that was prepaid to him and was paid total compensation of $250,000. Ourania Matsouki During the year ended December 31, 2016, the Company borrowed 44,995 ($47,479) from Mrs. Matsouki, Greg Siokas, CEO, wife. During the year ended December 31, 2017, the Company borrowed an additional 55,000 ($66,121). These loans have no formal agreement and bear no interest. As of December 31, 2017, the Company paid back the outstanding balance of 99,995 ($120,214) of these loans. Dimitrios Goulielmos On November 21, 2014, SkyPharm entered into a Loan Agreement with Dimitrios Goulielmos, former Chief Executive Officer and a current director of the Company, pursuant to which the Company borrowed 330,000 ($401,115) from Mr. Goulielmos. The Loan bears an interest rate of 2% per annum and was due and payable in full on May 11, 2015. On November 4, 2015, 130,000 ($142,860) in principal and the related accrued interest of 733 ($806) was forgiven and the remaining balance of 200,000 will no longer accrue interest as part of the stock purchase agreement with Grigorios Siokas on November 4, 2015 referenced above. As of December 31, 2016, 60,000 ($63,312) of the loan was paid back. During the year ended December 31, 2017 an additional 70,500 ($84,755) was paid back and a principal balance of 69,500 ($83,553) and 0.00 of accrued interest remains. In connection with the Decahedron SPA, on February 9, 2017, Decahedron, Medihelm S.A. and Nikolaos Lazarou entered into a liability transfer agreement whereby the loan previously provided Decahedron to the Mr. Lazarou prior to the acquisition would be cancelled in exchange for Mr. Lazarous personal assumption of approximately £172,310 ($233,118) owed to MediHelm S.A., a creditor of Decahedron. On December 19, 2017, the Company entered into a stock purchase agreement with an officer and director of the Company, whereby for consideration of 80,000 ($94,495) the Company purchased 20,000 shares of its common stock. As per the agreement, the sale and transfer of the shares occurred on December 19, 2017, the date of signing, however the Company is entitled to pay the full consideration in tranches until July 2018. As of December 31, 2017, the Company has paid consideration of 28,000 ($33,073) and has an amount due to related party of 52,000 ($61,422) recorded as accounts payable related party as of December 31, 2017. The shares were returned to the Company in February 2018. As of the date of this filing, the Company has paid an additional consideration of 32,000 ($38,470) and has an amount due to related party of 20,000 ($24,044). 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. |
CONVERTIBLE DEBT
CONVERTIBLE DEBT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Notes to Financial Statements | ||
NOTE 7 - CONVERTIBLE DEBT | November 15, 2017 Securities Purchase Agreement On November 15, 2017, the Company entered into a Securities Purchase Agreement with institutional investors (the “Buyers”), pursuant to which the Company issued on November 16, 2017 for a purchase price of $3,000,000, $3,350,000 in aggregate principal amount of Senior Convertible Notes (the “Existing Notes”) to the Buyers, convertible into approximately 670,000 shares of the Company’s common stock, par value $.001 per share (the “Common Stock”) at $5.00 per Share and five-year warrants (the “Warrants”) to purchase an aggregate of 536,000 shares of Common Stock exercisable at $7.50 per share. The Notes contained an original issue discount of $350,000. Of the $3,000,000 purchase price, $240,000 went directly to financing costs (see below) and $74,000 went directly to legal fees such that the Company received net proceeds of $2,686,000. On February 20, 2018, the Company entered into two separate Amendment and Exchange Agreements (“Exchange Agreements”) with the two institutional investors for new senior convertible notes (“New Notes”) in exchange for existing notes. Each New Note is identical in all material respects to the Existing Note, except that (i) the New Note was not convertible into shares of the Company’s common stock (the “Common Stock”) until April 20, 2018; (ii) all future cash installment payments under such New Note will be made at a redemption price equal to 112% of the applicable installment amount; (iii) the Company’s existing obligation to initially deliver pre-delivery shares of its common stock to the holder of such New Note was deferred until April 20, 2018; and (iv) at any time on or before June 20, 2018, the Company had the right, at its option, to redeem all, or any part, of the amounts then outstanding under such New Note in cash at a redemption price equal to 125% of such amounts then outstanding under such New Note. The Company will repay the principal amount of the Notes in equal monthly installments beginning on January 1, 2018 and repeating on the first business day of each calendar month thereafter until the fourteenth (14th) month anniversary date of issue No interest shall accrue under the Notes unless and until an Event of Default (as defined) has occurred and is not cured. As of June 30, 2018, no such event of default had occurred. On April 24, 2018, 670,001 per-delivery shares were issued. Eighty-five (85%) percent of any cash proceeds received by the holders of the Notes from the sale of pre-delivery shares issued as collateral shall be applied against the particular installment amount then due. The Notes are senior in right of payment to all existing and future indebtedness except Permitted Indebtedness which includes $12 million of senior secured indebtedness of the Company and its subsidiaries under the above described Synthesis loan agreements, plus a defined amount of purchase money indebtedness in connection with bona fide acquisitions. The Company evaluated the debt modification in accordance with ASC 470-50 and concluded that the debt qualified for debt extinguishment as the 10% cash flow test was met. As a result, the Existing Notes were written off and the New Notes were recorded at fair value as of February 20, 2018. The Company wrote off the remaining principal balance of $2,871,429 of the Existing Notes along with the remaining $2,596,838 of debt discounts related to the Existing Notes of which $1,140,711 was a reduction to additional paid-in-capital representing the intrinsic value of the existing beneficial conversion feature. The Company recorded the New Notes in the amount of $3,216,000 and a total debt discount of $3,216,000 in relation to the intrinsic value of the new beneficial conversion feature of $2,880,000 and an original issue discount of $336,000. This resulted in a net loss on extinguishment of debt in the amount of $1,464,698 and additional net equity related to the beneficial conversion feature of $1,739,289. The Notes are not convertible until April 18, 2018 pursuant to the February 20, 2018 amendment. Beginning April 20, 2018, the Holder may convert the Notes into shares of Common Stock at the rate of $5.00 per share. In the event of an issuance of Common Stock for a consideration less than the Conversion Price (other than Excluded Securities, as defined) the Conversion Price shall be reduced to the price of the dilutive issuance, (the “Conversion Price”). Upon an Event of Default (as defined), the Buyers may convert at an alternative conversion price equal to the lower of the then applicable Conversion Price or seventy-five (75%) percent of the Volume-Weighted Average Price (as defined, the “VWAP”). The Company valued the beneficial conversion feature of the Existing Notes at intrinsic value and recorded $1,140,711 to debt discount, of which $405,743 was amortized through February 19, 2018. On February 20, 2018, the remaining debt discount was written off and the Company recorded a new debt discount as discussed above. The Notes are senior in right of payment to all existing and future indebtedness of the Company except Permitted Indebtedness (as defined in the Note), including $12 million of senior secured indebtedness of the Company and its subsidiaries under an existing senior loan agreement, plus defined amounts of purchase money indebtedness in connection with bona fide acquisitions. The Notes include customary Events of Default and provide that the Buyers may require the Company to redeem (regardless of whether the Event of Default has been cured) all or a portion of the Notes at a redemption premium of one hundred twenty-five (125%) percent, multiplied by the greater of the conversion rate and the then current market price. The Buyers may also require redemption of the Notes upon a Change of Control (as defined) at a premium of one hundred twenty-five (125%) percent. The Warrants have a five-year term and are exercisable into 536,000 shares of Common Stock beginning May 16, 2018 or six months after the issue date. The Warrants are exercisable at $7.50 per share subject to full ratchet anti-dilution protection (see above). As of June 30, 2018, there were no anti-dilution trigger events. The Warrants will be exercisable on a cashless basis if a registration statement is not effective covering the resale of the underlying Warrant Shares. The Company calculated the warrants at relative fair value of $1,545,288, which was recognized as a discount to the Existing Notes of which $347,418 was amortized as interest expense through February 19, 2018. On February 20, 2018, the remaining balance was reversed due to the Exchange Agreement as discussed above. Conversion of the Notes and exercise of the Warrants are each subject to a blocker provision which prevents any holder from converting or exercising, as applicable, the Notes or the Warrants, into shares of Common Stock if its beneficial ownership of the Common Stock would exceed 4.99% (subject to adjustment not to exceed 9.99%) of the Company’s issued and outstanding Common Stock (each, a “Blocker”). The Company filed, within thirty (30) days of the Closing, a registration statement covering one hundred fifty (150%) percent of the maximum number of shares, underlying the Notes and Warrants pursuant to a registration rights agreement with the Buyers (the “Registration Rights Agreement”). As a condition to the closing of the Financing, each Buyer, severally, was required to execute a leak-out agreement (each, a “Leak-Out Agreement”) restricting such Buyer’s sale of shares of Common Stock underlying the Notes and Warrants on any Trading Day to not more than such Buyer’s pro rata allocation of the greater of (x) sales with net proceeds of an aggregate of $20,000 or (y) twenty-five (25%) percent of the daily average trading volume of the Company’s Common Stock. If after the closing of the Financing there is no Event of Default under the Notes, the VWAP of the Company’s Common Stock for three (3) trading days is less than $1.50 per share, the Company may further restrict the Buyers from selling at less than $1.50 per share; provided that the portion of the Notes subject to redemption on each Installment Date shall thereafter double. On November 15, 2017 in connection with the $3,350,000 Securities Purchase Agreement, Roth Capital Partners, LLC (“Roth”), as the Company’s exclusive placement agent, received a cash commission for the transaction equal to eight (8%) percent of the total gross proceeds of the offering, or $240,000 and the issuance of five-year warrants to purchase eight (8%) percent of the shares of common stock issued or issuable in this offering (excluding shares of common stock issuable upon exercise of any warrants issued to investors), or 53,600 shares; and, will receive eight (8%) percent of any cash proceeds received from the exercise of any warrants sold in the offering with an expiration equal to or less than twenty-four (24) months. The warrants are exercisable six months after the issue date or May 16, 2018 and were valued at a fair value of $386,003 which was fully expensed during the year ended December 31, 2017. The $240,000 cash commission was recorded as debt discount and will be amortized over the term of the Notes. During the six months ended June 30, 2018, there were principal conversions in the amount of $34,719 and the Company repaid principal in the amount of $1,311,286, such that the remaining outstanding principal balance of the Notes as of June 30, 2018 is $2,109,281. The Company recorded a total of $3,350,000 of debt discounts related to the above Existing Notes in the year ended December 31, 2017. A total of $360,890 was amortized during the year ended December 31, 2017 and an additional $392,272 related to the debt discount of the Existing Notes was amortized through February 19, 2018. As a result of the Exchange Agreement discussed above, the debt discounts of the Existing Notes were written off and a total of $3,216,000 of debt discounts were recorded during the six months ended June 30, 2018. The debt discounts are being amortized over the term of the debt. Amortization of the debt discounts of the New Notes for the six months ended June 30, 2018 was $1,668,926. | November 15, 2017 Securities Purchase Agreement On November 15, 2017, the Company entered into a Securities Purchase Agreement with certain third party investors (the Buyers), pursuant to which the Company has agreed to issue for a purchase price of $3,000,000, $3,350,000 in aggregate principal amount of Senior Convertible Notes (the Notes) to the Buyers, convertible into 670,000 shares of the Companys common stock, par value $.001 per share (the Common Stock) and warrants to purchase an aggregate of 536,000 shares of Common Stock (the Warrants.) The Notes contained an original issue discount of $350,000. Of the $3,000,000 purchase price, $240,000 went directly to financing costs (see below) and $74,000 went directly to legal fees such that the Company received net proceeds of $2,686,000. The Notes provide that the Company will repay the principal amount of the Notes in equal monthly installments beginning on January 1, 2018 and repeating on the first business day of each calendar month thereafter until the fourteenth month anniversary date of issuance (each a Installment Date), and, subject to the Blocker (as defined below), the Company shall pre-deliver up to 670,000 shares of Common Stock to the Buyers in connection therewith (the Pre-Delivery Shares). Eighty-five (85%) percent of any cash proceeds received by the Buyers from the sale of Pre-Delivery Shares shall be applied against the particular installment amount due on such Installment Date under the Note. No interest will accrue under the Notes unless and until an Event of Default (as defined) has occurred and is not cured. As of December 31, 2017 and as of the date of filing, no such event of default has occurred and no shares have been issued. The Notes are convertible at any time by the Holder into shares of Common Stock at the rate of $5.00 per share. In the event of an issuance of Common Stock for a consideration less than the Conversion Price (other than Excluded Securities, as defined) the Conversion Price shall be reduced to the price of the dilutive issuance, (the Conversion Price). Upon an Event of Default (as defined), the Buyers may convert at an alternative conversion price equal to the lower of the then applicable Conversion Price or seventy-five (75%) percent of the Volume-Weighted Average Price (as defined, the VWAP). The Company valued the beneficial conversion feature at intrinsic value and has recorded $1,140,711 to debt discount, which will be amortized over the life of the Notes. The Notes are senior in right of payment to all existing and future indebtedness of the Company except Permitted Indebtedness (as defined in the Note), including $12 million of senior secured indebtedness of the Company and its subsidiaries under an existing senior loan agreement, plus defined amounts of purchase money indebtedness in connection with bona fide acquisitions. The Notes include customary Events of Default and provide that the Buyers may require the Company to redeem (regardless of whether the Event of Default has been cured) all or a portion of the Notes at a redemption premium of one hundred twenty-five (125%) percent, multiplied by the greater of the conversion rate and the then current market price. The Buyers may also require redemption of the Notes upon a Change of Control (as defined) at a premium of one hundred twenty-five (125%) percent. The Warrants have a five-year term and are exercisable into 536,000 shares of Common Stock beginning May 16, 2018 or six months after the issue date. The Warrants are exercisable at $7.50 per share subject to full ratchet anti-dilution protection (see above). As of December 31, 2017 and through the date of filing, there were no anti-dilution trigger events. The Warrants will be exercisable on a cashless basis if a registration statement is not effective covering the resale of the underlying Warrant Shares. The Company calculated the warrants at relative fair value of $1,545,288, which was recognized as a discount to the Notes and is being amortized as interest expense over the remaining term of the Notes. Conversion of the Notes and exercise of the Warrants are each subject to a blocker provision which prevents any holder from converting or exercising, as applicable, the Notes or the Warrants, into shares of Common Stock if its beneficial ownership of the Common Stock would exceed 4.99% (subject to adjustment not to exceed 9.99%) of the Companys issued and outstanding Common Stock (each, a Blocker). The Company filed, within thirty (30) days of the Closing, a registration statement covering one hundred fifty (150%) percent of the maximum number of shares, underlying the Notes and Warrants pursuant to a registration rights agreement with the Buyers (the Registration Rights Agreement). As a condition to the closing of the Financing, each Buyer, severally, will be required to execute a leak-out agreement (each, a Leak-Out Agreement) restricting such Buyers sale of shares of Common Stock underlying the Notes and Warrants on any Trading Day to not more than such Buyers pro rata allocation of the greater of (x) sales with net proceeds of an aggregate of $20,000 or (y) twenty-five (25%) percent of the daily average trading volume of the Companys Common Stock. If after the closing of the Financing there is no Event of Default under the Notes, the VWAP of the Companys Common Stock for three (3) trading days is less than $1.50 per share, the Company may further restrict the Buyers from selling at less than $1.50 per share; provided that the portion of the Notes subject to redemption on each Installment Date shall thereafter double. On November 15, 2017 in connection with the $3,350,000 Securities Purchase Agreement, Roth Capital Partners, LLC (Roth), as the Companys exclusive placement agent, received a cash commission for the transaction equal to eight (8%) percent of the total gross proceeds of the offering, or $240,000 and the issuance of five-year warrants to purchase eight (8%) percent of the shares of common stock issued or issuable in this offering (excluding shares of common stock issuable upon exercise of any warrants issued to investors), or 53,600 shares; and, will receive eight (8%) percent of any cash proceeds received from the exercise of any warrants sold in the offering with an expiration equal to or less than twenty-four (24) months. The warrants are exercisable six months after the issue date or May 16, 2018 and were valued at a fair value of $386,003 which was fully expensed during the year ending December 31, 2017. The $240,000 cash commission was recorded as debt discount and will be amortized over the term of the Notes. During the year ended December 31, 2017, there were no principal conversions and the Company repaid principal in the amount of $239,286, such that the remaining outstanding principal balance of the Notes as of December 31, 2017 is $3,110,714. The Company recorded a total of $3,350,000 of debt discounts related to the above Notes during the year ended December 31, 2017. The debt discounts are being amortized over the term of the debt. Amortization of the debt discounts for the year ended December 31, 2017 was $360,890. |
DEBT
DEBT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Notes to Financial Statements | ||
NOTE 8 - DEBT | On November 16, 2015, the Company entered into a Loan Agreement with Panagiotis Drakopoulos, former Director and former Chief Executive Officer, pursuant to which the Company borrowed €40,000 ($43,624) as a note payable from Mr. Drakopoulos. The note bears an interest rate of 6% per annum and was due and payable in full on November 15, 2016. During the year ended December 31, 2017, the Company repaid €17,000 ($20,437) of principal and €2,060 ($2,477) of accrued interest. During the six months ended June 30, 2018, the Company paid back an additional €10,000 ($11,681). As of June 30, 2018, the Company has an outstanding principal balance of €13,000 ($15,185) and accrued interest of €2,688 ($3,140). On January 18, 2018, the Company entered into a Loan Agreement with a third party, pursuant to which the Company borrowed €75,000 ($87,608). The note bore an interest rate of 6.5% per annum and had a maturity date of January 17, 2019. The note is secured by a personal guaranty of Grigorios Siokas. During the six months ended June 30, 2018, the Company has repaid the loan and the related accrued interest of €1,748 ($2,042) in full. On March 16, 2018, the Company entered into a Loan Agreement with a third party, pursuant to which the Company borrowed €1,500,000 ($1,752,150) as a note payable. The note bears an interest rate of 4.7% per annum and has a maturity date of March 18, 2019. As of June 30, 2018, the Company has an outstanding principal balance of €1,500,000 ($1,752,150) and accrued interest of €20,089 ($23,466) related to this note. On April 2, 2018, the Company entered into a Loan Agreement with a third party, pursuant to which the Company borrowed €5,000 ($5,841) as a note payable. The note bears no interest and no stated maturity date. As of June 30, 2018, the Company has an outstanding principal balance of €5,000 ($5,841) related to this note. Loan Facility Agreement On August 4, 2016, the Company’s wholly owned subsidiary SkyPharm entered into a Loan Facility Agreement, guaranteed by Grigorios Siokas, with Synthesis Peer-To Peer-Income Fund (the “Loan Facility” the “Lender”). The Loan Facility initially provided SkyPharm with a credit facility of up to $1,292,769 (€1,225,141). Any advance under the Loan Facility accrues interest at a rate of 10% per annum and requires quarterly interest payments commencing on September 30, 2016. The amounts owed under the Loan Facility shall be repayable upon the earlier of (i) three months following the demand of the Lender; or (ii) August 31, 2018. No prepayment is permitted pursuant to the terms of the Loan Facility. The Synthesis Facility Agreement as amended is secured by a personal guaranty of Grigorios Siokas, which is secured by a pledge of 1,000,000 shares of common stock of the Company owned by Mr. Siokas. On September 13, 2016, Sky Pharm entered into a First Deed of Amendment with the Loan Facility increasing the maximum loan amount to $1,533,020 as a result of the Lender having advanced $240,251 (€227,629) to SkyPharm. On March 23, 2017, SkyPharm entered into an Amended and Restated Loan Facility Agreement (the “A&R Loan Facility”), with the Loan Facility which increased the loan amount to an aggregate total of $2,664,960 (€2,216,736) as a result of the lender having advanced $174,000 (€164,898) in September 2016, $100,000 (€94,769) in October 2016, $250,000 (€236,922) in November 2016, $452,471 (€428,800) in December 2016, $155,516 (€129,360) in January 2017, $382,327 (€318,023) in July 2017 and $70,000 (€58,227) in December 2017. The A&R Loan Facility amends and restates certain provisions of the Loan Facility Agreement, dated as of August 4, 2016, by and among the same parties. Advances under the A&R Loan Facility continue to accrue interest at a rate of 10% per annum from the applicable date of each drawdown and require quarterly interest payments. The A&R Facility now permits prepayments at any time. The amounts owed under the A&R Loan Facility shall be repayable upon the earlier of (i) seventy-five days following the demand of the Lender; or (ii) August 31, 2018. The A&R Loan Facility is secured by a personal guaranty of Grigorios Siokas, which is secured by a pledge of 1,000,000 shares of common stock of the Company owned by Mr. Siokas (the “Pledged Shares”). The A&R Loan Facility was also amended to provide additional affirmative and negative covenants of Sky Pharm and the Guarantor during the term of loans remain outstanding, including, but not limited to, the consent of the Lender in connection with (i) the Company or any of its subsidiaries incurring any additional indebtedness; or (ii) in the event of any increase in the Company’s issued and outstanding shares of Common Stock, the Pledged Shares shall be increased to an amount equal to a minimum of ten percent (10%) of the issued and outstanding shares of the Company. On April 18, 2018, the Company entered into an amendment with the Lender that was effective as of January 1, 2018, pursuant to which the maturity dates for all advances was extended to December 31, 2021. Additionally, the interest rate was amended such that the interest rate for all advances is 4% plus the 3-Month Libor rate. The Loan Facility also forgave €32,468 ($40,000) in fees related to the July 6, 2017 advance. As a result, the Company reduced the unamortized portion of debt discount that related to those fees and recorded a gain on debt settlement of €19,763 ($23,924). As of June 30, 2018, the outstanding balance under this note was $3,078,442 (€2,635,427) and accrued interest expense of $315,306 (€269,930) has been recorded. The Company recorded a total of €155,060 ($191,034) in debt discounts related to this note in prior years. The debt discounts are being amortized over the term of the debt. As a result of the April 18, 2018 amendment, the Company reduced the unamortized debt discount of €20,237 ($23,639). The Company amortized a total of €92,661 ($114,158) in prior years. Amortization of the debt discounts for the six months ended June 30, 2018 was €31,405 ($38,016). Bridge Loans On March 16, 2017 and March 20, 2017, SkyPharm entered into loan agreements with the Synthesis Peer-To Peer-Income Fund (the “Bridge Loans”). The Bridge Loans provided to SkyPharm loans of €41,590 ($50,000) and €100,000 ($120,220), respectively, during the year ended December 31, 2017. The Bridge Loans accrue interest at a rate of 10% per annum and were repayable on April 16, 2017 and April 20, 2017, respectively, together with all other amounts then accrued and unpaid. On April 16, 2017, the maturity dates were amended for no additional consideration or change in terms and conditions. The maturity dates of both loans were amended, and they matured on May 16, 2017 and May 20, 2017, respectively. Pursuant to the April 18, 2018 agreement and effective January 1, 2018, the Company reached an agreement with Synthesis Peer-To-Peer Income Fund such that the March 20, 2017 loan would have a fixed USD payoff amount of $106,542. As a result of this agreement the Company recorded a gain on settlement of debt of €16,667 ($20,175) related to the reduction of the USD payoff amount and an additional gain on settlement of debt of €3,950 ($4,781) related to interest that had accrued on the original amount of the loan. The Company has accrued interest expense of an aggregate total of €12,103 ($14,138) for both loans and the outstanding balances of these loans was €42,805 ($50,000) and €91,209 ($106,542), respectively, as of June 30, 2018. On May 5, 2017, SkyPharm entered into a loan agreement with Synthesis Peer-To-Peer Income Fund for €28,901 ($34,745). The loan accrues interest at a rate of 10% per annum and matured on September 30, 2017. The Company has accrued interest expense of €2,869 ($3,351) and the outstanding balance on this loan was €29,745 ($34,745) as of June 30, 2018. On April 18, 2018, the Company entered into an amendment pursuant to which the maturity dates for all of the above Bridge Loan advances were extended to December 31, 2021 for no additional consideration. Additionally, the interest rate was amended such that, effective January 1, 2018, the interest rate for all advances is 4% plus the 3-Month Libor rate. Trade Facility Agreements On April 10, 2017, Decahedron 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 ($3,388,000) 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 entered into a Trade Finance Facility Agreement (the “SkyPharm Facility”) with Synthesis Structured Commodity Trade Finance Limited (the “Lender”). The SkyPharm Facility provides the following material terms: • The Lender will provide SkyPharm a facility of up to €2,000,000 ($2,464,000) secured against SkyPharm’s receivables from the sale of branded and generic pharmaceutical sales. In the event that accounts receivable becomes uncollectible, the Company will be obligated to pay back the notes in full. • 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’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 Company obtained consents from Synthesis Peer-to-Peer Income Fund in connection with obtaining the Lender. On November 16, 2017, SkyPharm signed an amended agreement with Synthesis Structured Commodity Trade Finance Limited that increased the maximum aggregate facility limit from €2,000,000 ($2,464,000) to €6,000,000 ($7,392,000). All other terms of the original agreement remain the same. On May 16, 2018, SkyPharm S.A., as Commodity Buyer, entered into a Supplemental Deed of Amendment (the “Deed”) relating to a Trade Finance Facility dated May 12, 2017, as amended, with Synthesis Structured Commodity Trade Finance Limited (“Synthesis”), as Loan Receivables Originator. Under the Trade Finance Facility (the “TFF”) first entered into on May 12, 2017, as amended, there was a principal balance of €5,866,910 outstanding as of March 31, 2018. SkyPharm made a payment of €1,000,000 ($1,168,100) of interest and principal on May 31, 2018 under the terms and conditions of the Deed. Additionally, the maturity date for the facility has been amended such that, the full principal amount is to be repaid no later than May 31, 2021, subject to a repayment schedule to be agreed upon by SkyPharm and Synthesis Structure Commodity Trade Finance Limited. Synthesis Structure Commodity Trade Finance Limited may extend this final repayment date at its sole discretion. The TFF was amended to provide, among other things: • A listing of approved purchasers; • To permit SkyPharm to request Synthesis to make payments under the TFF directly to SkyPharm so that SkyPharm can discharge its obligations to a commodity seller directly; • To prohibit SkyPharm from entering into a commodity contract which grants more than seventy-five (75) days delay between the payment for products and receipt of the purchase price and placed other limitations on terms of commodity contracts; • If Grigorios Siokas, CEO of Cosmos Holdings Inc. (“Cosmos”), ceases to own or control at least fifty-one (51%) percent of the shares of Cosmos, or SkyPharm ceases to be a wholly-owned subsidiary of Cosmos, either event shall constitute an Event of Default (as defined); • The maximum aggregate amount of the TFF is €15,000,000, although there is no commitment for any future loans under the TFF; • The interest rate on the TFF for: (i) all lending in U.S. dollars is the one-month LIBOR plus six (6%) percent margin; and (ii) for all lending in Euro, the one-month Euribor Rate plus six (6%) percent per annum, commencing June 1, 2018. Synthesis is permitted to terminate the TFF at any time and demand repayment of all outstanding principal and interest in full within six (6) months from the date of notification. The Deed is conditioned upon, among other things, execution and perfection of a Bulgarian Amended Pledge (“BAP”) having priority over the Bulgarian Pledge Accounts with Unicredit Bulbank AD; and the Approved Purchasers are to make all payments to SkyPharm directly to the BAP. On May 16, 2018, SkyPharm and Synthesis also entered into an Account Merge Agreement (the “Pledge”) as a requirement under the above-described Deed. Under the Pledge, Synthesis is to receive a first ranking securities interest in SkyPharm’s outstanding receivables under the Bulgarian bank account. During the six months ended June 30, 2018, the Company borrowed an additional €270,000 ($315,386) in funds. The current draw on the SkyPharm Facility is €4,866,910 ($5,685,038) and the Company has accrued €423,690 ($349,485) in monthly fees related to this agreement. The Company has recorded a total debt discount of €117,338 ($137,063) in origination fees associated with these loans, which will be amortized over the term of the agreements. Amortization of debt discount for year ended December 31, 2017 was €61,295 ($69,269). Amortization of the debt discount for the six months ended June 30, 2018 was €56,043 ($67,841) and resulted in the full amortization of the debt discount. Distribution and Equity Agreement As discussed in Note 4 above, the Company entered into a Distribution and Equity Acquisition Agreement with Marathon. The Company was appointed the exclusive distributor of the Products initially throughout Europe and on a non-exclusive basis wherever else lawfully permitted. As consideration for its services, Company received: (a) a 33 1/3% equity interest or 5 million shares in Marathon as partial consideration for the Company’s distribution services; and (b) received cash of CAD $2,000,000, subject to repayment in Common Shares of the Company if it fails to meet certain performance milestones. The Company is entitled to receive an additional CAD $2,750,000 upon the Company’s receipt of gross sales of CAD $6,500,000 and an additional CAD $2,750,000 upon receipt of gross sales of CAD $13,000,000. As discussed in Note 4, the Company attributed no value to the shares received in Marathon pursuant to (a) above. In relation to the CAD $ 2 million cash received noted in (b) above, the Company accounted for its obligation to issue a variable number of the Company’s Common Shares as Share-settled debt obligation in accordance with ASC 480 measured at fair value or the settlement amount of $1,554,590 (CAD $ 2 million). If settlement were to occur on June 30, 2018, the Company would be required to issue 328,500 Common Shares to settle its debt obligation. The Company could be obligated to potentially issue an unlimited number of common shares to settle its Share-settled debt obligation. If such events were to occur, the Company would be required to increase its authorized share capital and since increasing the authorized share capital is within the control of the Company, as our CEO controls greater than 50% of the outstanding common stock of the Company, the original classification of equity-classified financial instruments issued by the Company were not affected. None of the above loans were made by any related parties. | On March 4, 2015, the Company entered into a $9,000 Loan Agreement with Mr. Angelo Drakopoulos, pursuant to which Mr. Drakopoulos paid a $9,000 outstanding bill on behalf of the Company. The loan bears an interest rate of 8% per annum and was due and payable in full on May 5, 2016. As of December 31, 2017, the Company has repaid the principal balance under this note of $9,000 and the related accrued interest expense of $1,463 in full. On November 5, 2015, the Company entered into a Loan Agreement pursuant to which the Company borrowed 20,000 ($21,812), of which proceeds of 10,000 ($10,906) have been received as of December 31 2016. The loan bears an interest rate of 1% per annum and was due and payable in full on November 5, 2016. The Company repaid 2,000 ($2,110) as of December 31, 2016. During the year ended December 31, 2017, the Company repaid the outstanding balance of 8,000 ($9,618) and accrued interest of 115 ($138) in full and reversed the 10,000 ($12,022) receivable that was never received. On November 5, 2015, the Company entered into a Loan Agreement pursuant to which the Company borrowed 80,000 ($87,248) of which proceeds of 70,000 ($76,342) have been received as of December 31, 2016. The loan bears an interest rate of 5% per annum and was due and payable in full on November 5, 2016. As of December 31, 2016, the outstanding balance was 65,000 ($68,588). During the year ended December 31, 2017, the Company repaid 55,000 ($66,121) of principal and 3,400 ($4,087) in accrued interest in full and also reversed the 10,000 ($12,022) receivable that was never received. On November 16, 2015, the Company entered into a Loan Agreement with Panagiotis Drakopoulos, former Director and former Chief Executive Officer, pursuant to which the Company borrowed 40,000 ($43,624) as a note payable from Mr. Drakopoulos. The note bears an interest rate of 6% per annum and was due and payable in full on November 15, 2016. During the year ended December 31, 2017, the Company repaid 17,000 ($20,437) of principal and 2,060 ($2,477) of accrued interest in full. During the year ended December 31, 2015, the Company borrowed 30,000 ($32,718) as a loan payable from Mr. Panagiotis Drakopoulos, former Director and former Chief Executive Officer. The loan had no formal agreement and bore no interest. During the year ended December 31, 2016, the Company repaid 13,000 ($13,718) of the loan. During the year ended December 31, 2017 the Company repaid the remaining 17,000 ($20,437) in full. During the year ended December 31, 2015, the Company borrowed 30,000 ($32,718) from a third party. There was no formal agreement and the loan bore no interest. During the year ended December 31, 2016 the Company repaid the 30,000 ($31,656) loan in full. On January 6, 2016, the Company entered into a Loan Agreement pursuant to which the Company borrowed 150,000 ($158,280). The loan bore an interest rate of 1% per annum and is due and payable in full on February 6, 2016. As of December 31, 2016, the Company repaid the loan in the amount of 150,000 ($158,280) and accrued interest of 458 ($483) in full. On February 5, 2016, the Company entered into a Loan Agreement pursuant to which the Company borrowed 20,000 ($21,104). The loan bore an interest rate of 6% and had no maturity date. During the year ended December 31, 2017, the Company repaid the 20,000 ($24,044) loan and accrued interest of 1,020 ($1,226) in full. On March 4, 2016, the Company entered into a Loan Agreement pursuant to which the Company borrowed 50,000 ($52,760) from a third party. On May 04, 2016, the Company entered into a Loan Agreement pursuant to which the Company borrowed an additional 50,000 ($52,760). The loans bore an interest rate of 6% and a maturity date of March 4, 2017 and May 4, 2017, respectively. During the year ended December 31, 2017, the Company repaid both loans in the amount of 100,000 ($120,220) and accrued interest of 1,175 ($1,413) in full. On April 19, 2016, the Company entered into a Loan Agreement pursuant to which the Company borrowed 100,000 ($105,520). The loan bore an interest rate of 6% and matured on April 19, 2017. During the year ended December 31, 2017, the Company repaid the loan in the amount of 100,000 ($120,220) and accrued interest of 3,100 ($3,727) in full. On April 22, 2016, the Company entered into a Loan Agreement pursuant to which the Company borrowed 38,000 ($40,098). The loan bore an interest rate of 6% and matured on April 22, 2017. During the year ended December 31, 2017, the Company repaid the loan in the amount of 38,000 ($45,684) and accrued interest of 1,777 ($2,136) in full. On May 24, 2016, the Company entered into a Loan Agreement pursuant to which the Company borrowed 50,000 ($52,760). The loan bore an interest rate of 6% and matured on May 24, 2017. During the year ended December 31, 2017, the Company repaid the principal balance of 50,000 ($60,110) and accrued interest of 1,275 ($1,533) in full. On October 18, 2016, the Company entered into a Loan Agreement pursuant to which the Company borrowed 10,000 ($10,552). The loan bore an interest rate of 10% and will mature on October 18, 2017. During the year ended December 31, 2017, the Company repaid the principal balance of 10,000 ($12,022) and accrued interest of 545 ($655) in full. Loan Facility Agreement On August 4, 2016, the Companys wholly owned subsidiary SkyPharm entered into a Loan Facility Agreement, guaranteed by Grigorios Siokas, with Synthesis Peer-To Peer-Income Fund (the Loan Facility the Lender). The Loan Facility initially provided SkyPharm with a credit facility of up to $1,292,769 (1,225,141). Any advance under the Loan Facility accrues interest at a rate of 10% per annum and requires quarterly interest payments commencing on September 30, 2016. The amounts owed under the Loan Facility shall be repayable upon the earlier of (i) three months following the demand of the Lender; or (ii) August 31, 2018. No prepayment is permitted pursuant to the terms of the Loan Facility. The Synthesis Facility Agreement as amended is secured by a personal guaranty of Grigorios Siokas, which is secured by a pledge of 1,000,000 shares of common stock of the Company owned by Mr. Siokas. On September 13, 2016, SkyPharm entered into a First Deed of Amendment with the Loan Facility increasing the maximum loan amount to $1,533,020 as a result of the Lender having advanced $240,251 (227,629) to SkyPharm. On March 23, 2017, SkyPharm entered into an Amended and Restated Loan Facility Agreement (the A&R Loan Facility), with the Loan Facility which increased the loan amount to an aggregate total of $2,664,960 (2,216,736) as a result of the lender having advanced $174,000 (164,898) in September 2016, $100,000 (94,769) in October 2016, $250,000 (236,922) in November 2016, $452,471 (428,800) in December 2016, $155,516 (129,360) in January 2017, $382,327 (318,023) in July 2017 and $70,000 (58,227) in December 2017. The A&R Loan Facility amends and restates certain provisions of the Loan Facility Agreement, dated as of August 4, 2016, by and among the same parties. Advances under the A&R Loan Facility continue to accrue interest at a rate of 10% per annum from the applicable date of each drawdown and require quarterly interest payments. The A&R Facility now permits prepayments at any time. The amounts owed under the A&R Loan Facility shall be repayable upon the earlier of (i) seventy five days following the demand of the Lender; or (ii) August 31, 2018. The A&R Loan Facility is secured by a personal guaranty of Grigorios Siokas, which is secured by a pledge of 1,000,000 shares of common stock of the Company owned by Mr. Siokas (the Pledged Shares). The A&R Loan Facility was also amended to provide additional affirmative and negative covenants of Sky Pharm and the Guarantor during the term of loans remain outstanding, including, but not limited to, the consent of the Lender in connection with (i) the Company or any of its subsidiaries incurring any additional indebtedness; or (ii) in the event of any increase in the Companys issued and outstanding shares of Common Stock, the Pledged Shares shall be increased to an amount equal to a minimum of ten percent (10%) of the issued and outstanding shares of the Company. As of December 31, 2017, the outstanding balance under this note was $3,117,287 (2,592,986) and accrued interest expense of $221,657 (184,376) has been recorded. As of December 31, 2017 and 2016, the Company recorded 35,060 ($42,149) and 120,000 ($126,624) in debt discounts, respectively, related to this note. The debt discounts are being amortized over the term of the debt. During the year ended December 31, 2016 the Company amortized a total of 13,103 ($14,507). Amortization of the debt discounts for the year ended December 31, 2017 was 78,154 ($88,322). Bridge Loans On March 16, 2017 and March 20, 2017, SkyPharm entered into loan agreements with the Synthesis Peer-To Peer-Income Fund (the Bridge Loans). The Bridge Loans provided to SkyPharm loans of 41,590 ($50,000) and 100,000 ($120,220), respectively. The Bridge Loans accrue interest at a rate of 10% per annum and were repayable on April 16, 2017 and April 20, 2017, respectively, together with all other amounts then accrued and unpaid. On April 16, 2017, the maturity dates were amended for no additional consideration or change in terms and conditions. The maturity dates of both loans were amended, and they matured on May 16, 2017 and May 20, 2017, respectively. The Company has accrued interest expense of an aggregate total of 10,690 ($12,851) for both loans and the outstanding balances of these loans was 41,590 ($50,000) and 100,000 ($120,220), respectively, as of December 31, 2017. On May 5, 2017, SkyPharm entered into a loan agreement with Synthesis Peer-To-Peer Income Fund for 28,901 ($34,745). The loan accrues interest at a rate of 10% per annum and matured on September 30, 2017. The Company has accrued interest expense of 1,908 ($2,294) and the outstanding balance on this loan was 28,901 ($34,745) as of December 31, 2017. Trade Facility Agreements On April 10, 2017, Decahedron 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 ($3,306,050) secured against Decahedrons receivables from the sale of branded and generic pharmaceutical sales. · The total facility will be calculated as 95% of the agreed upon value of Decahedrons 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 Decahedrons 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 entered into a Trade Finance Facility Agreement (the SkyPharm Facility) with Synthesis Structured Commodity Trade Finance Limited (the Lender). The SkyPharm Facility provides the following material terms: · The Lender will provide SkyPharm a facility of up to 2,000,000 ($2,404,400) secured against SkyPharms receivables from the sale of branded and generic pharmaceutical sales. In the event that accounts receivable becomes uncollectible, the Company will be obligated to pay back the notes in full. · The total facility will be calculated as 95% of the agreed upon value of Decahedrons 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 SkyPharms 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 5,596,910 ($6,728,606) and the Company has accrued 312,828 ($376,082) in monthly fees related to this agreement. The Company obtained consents from Synthesis Peer-to-Peer Income Fund in connection with obtaining the Lender. On November 16, 2017, SkyPharm signed an amended agreement with Synthesis Structured Commodity Trade Finance Limited that increased the maximum aggregate facility limit from 2,000,000 ($2,404,400) to 6,000,000 ($7,213,200). All other terms of the original agreement remain the same. The Company has recorded a total debt discount of 104,338 ($125,435) in origination fees associated with these loans, which will be amortized over the term of the agreements. Amortization of debt discount for year ended December 31, 2017 was 61,295 ($69,269). None of the above loans were made by any related parties. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Notes to Financial Statements | ||
NOTE 9 - COMMITMENTS AND CONTINGENCIES | Legal Matters From time to time, the Company may be involved in litigation relating to claims arising out of the Company’s operations in the normal course of business. As of June 30, 2018, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s operations. Operating Leases The Company conducts its operations from an office located in Chicago, Illinois for which beginning in January 2015, the monthly rent expense is $709, which has been paid through December 31, 2017. The lease expired as of May 31, 2017, however, the Company has negotiated and entered into a two-year amendment to that lease that commenced as of June 1, 2017 through May 31, 2019. The monthly rate from June 1, 2017 through May 31, 2018 is $709 per month and increases to $730 per month from June 1, 2018 through May 31, 2019. Rent expense for the three and six months ended June 30, 2018 was $2,147 and $4,272, respectively. Rent expense for the three and six months ended June 30, 2017, was $2,126 and $4,251, respectively. The offices of Amplerissimo are located a t 9, Vasili, Michaelidi Street, 3026, Limassol, Cyprus. The Company had a one-year lease which commenced on July 29, 2013 and was last renewed through July 2018, at the rate of €110 ($124) per month. Rent expense for the three and six months ended June 30, 2018 was €330 ($399) and €660 ($799), respectively. Rent expense for the three and six months ended June 30, 2017 was €330 ($358) and €660 ($715), respectively The offices of SkyPharm are located at 5, Agiou Georgiou Street 57001, Pylaia, Thessaloniki, Greece. The Company has a six-year lease that commenced on September 1, 2014 at the rate of €4,325 ($4,802) per month. In December 2015, the lease was revised to include an additional rental of the first floor at a rate of €800 ($886) per month. The lease was further revised in March 2016 to include another additional rental of the first floor at a rate of €800 ($886) per month beginning in May 2016. On May 30, 2016, the lease was revised again to include an additional rental of space at a rate of €1,825 ($2,021) per month beginning in June 2016. On March 23, 2017, SkyPharm entered into an additional three-year lease at a rate of €1,250 per month that commenced May 2017. As a result, the total monthly lease amount is now €7,750 ($8,758) per month. Rent expense for the three and six months ended June 30, 2018 was €27,000 ($32,684) and €54,000 ($65,367) respectively. Rent expense for the three and six months ended June 30, 2017 was €23,250 ($25,198) and €46,500 ($50,397), respectively. The offices of Decahedron are located at Unit 11, Spire Greene Centre, Flex Meadow, Harlow, CM19 5TR, Essex, U.K., for which we pay approximately ₤1,908 ($2,470) per month, under an amendment to a lease dated October 25, 2011, which commenced on October 25, 2016 and expires on October 24, 2021. Rent expense for the six months ended June 30, 2018 and from the date of acquisition through June 30, 2017 was ₤11,450 ($15,753) and ₤9,542 ($12,076), respectively. Future minimum operating lease commitments consisted of the following at June 30, 2018: Years Ended December 31, Amount (USD) Remainder 2018 $ 82,659 2019 $ 160,034 2020 $ 72,281 2021 $ 25,191 2022 $ - Thereafter $ - Total $ 340,165 Intellectual Property Sale Agreement On October 1, 2016, the Company entered into an Intellectual Property Sale Agreement with Anastasios Tsekas and Olga Parthenea Georgatsou (the “IPSA”) for the purchase of certain intellectual property rights relating to proprietary pharmaceutical formulas and any related technical information arising or related thereto (the “Intellectual Property”). The IPSA provides that the sellers shall be entitled to an aggregate of 200,000 shares of common stock of the Company, none of which have been issued to date, and issuable as follows in equal parts to each seller: • 50,000 shares upon the successful conclusion of Preclinical Trials. • 50,000 shares upon the conclusion of Phase I testing. • 50,000 shares upon the conclusion of Phase II testing. • 50,000 shares upon the conclusion of Phase III testing. The Company has agreed to pay Anastasios Tsekas €1,500 per month until the first issuance of the shares referenced above. The Company has also agreed that in the event the Company disposes of the Intellectual Property prior to the periods referenced above, the sellers shall be entitled to the issuance of all the shares referenced above. The Company is in the process of locating a suitable lab to conduct the Preclincal trial phase, which has not yet begun as of the date of filing. Letter of Intent On June 21, 2017, the Company signed a Letter of Intent (LOI) to acquire the outstanding shares of CC Pharma GmbH, a leading re-importer of EU pharmaceuticals to Germany. Under the terms of the LOI, Cosmos Holdings holds the exclusive right to complete its due diligence process and complete the transaction by October 31, 2017. In connection with the non-binding LOI, the Company is required to pay a non-refundable fee of €400,000 ($454,800) to the shareholders of CC Pharma GmbH in connection with the costs of due diligence and the exclusive right to negotiate the terms of the definitive agreements. On July 6, 2017, the Company paid the €400,000 ($454,800) to CC Pharma GmbH and the Company has recorded an expense of €400,000 ($454,800) for the year ended December 31, 2017.The Company recorded an additional $100,000 in due diligence fees in the six months ended June 30, 2018. The Company did not enter into any definitive agreements by June 30, 2018 and is currently negotiating with CC Pharma for an extension. The Company makes no assurances that the parties will enter into any definitive agreements in the future. Placement Agreement On August 8, 2017, the Company entered into an agreement with a third-party placement agent (the “Agent”) who will serve as the Company’s exclusive placement agent or sole book running manager with respect to any offerings of equity or equity-linked securities as well as any debt offering with the two organizations named in the agreement (the “Offering”) for a period of 120 days. In the event that an Offering is agreed upon by the Agent and the Company, the Company shall provide payment as follows: (1) a cash commission of 6% of the total gross proceeds for two named investors (2) a cash commission of 4% of total gross proceeds from five named investors and (3) excluding the five named investors in “(2)” a cash commission equal to 8% of the total gross proceeds from the Offering and the issuance to the Agent or its designees of warrants covering 8% of the shares of common stock issued or issuable by the Company in the Offering. Additionally, the Agent will receive a cash fee of 8% payable within 5 business days, but only in the event of, the receipt by the Company of any cash proceeds from the exercise of any warrants with an expiration equal to or less than 24 months sold in the Offering. In connection with the Company’s November 16, 2017 Note offering, the Agent received a cash commission of $240,000, equal to eight (8%) percent of the total gross proceeds of the offering and the issuance of five-year warrants to purchase eight (8%) percent of the shares of Common Stock issued or issuable in the offering (excluding shares of Common Stock issuable upon exercise of any Warrants issued to investors, or 53,600 shares); however, will receive eight (8%) percent of any cash proceeds received from the exercise of any Warrants sold in the offering with an expiration equal to or less than twenty-four (24) months. The Warrants are exercisable six (6) months after the date of issuance, or as of May 16, 2018. Advisory Agreement On April 18, 2018, SkyPharm S.A. entered into a ten-year Advisory Agreement with Synthesis Management Limited (the “Advisor”). The Advisor was retained to assist SkyPharm to secure corporate finance capital. The Advisor shall be paid €104,000 per year during the ten-year term. Stock Purchase Agreement On June 23, 2018, the Company entered into a Stock Purchase Agreement to purchase all of the capital stock of Cosmofarm Ltd., a pharmaceutical wholesaler based in Athens, Greece. The principal of the selling shareholder is Panagiotis Kozaris, who will remain with Cosmofarm as a director and chief operating officer once it becomes a wholly-owned subsidiary of the Company. Grigorios Siokas, the Company’s CEO, shall become the new CEO of Cosmofarm. Mr. Kozaris had no prior relationship to the Company other than as an independent shareholder. The purchase price payable in cash is €700,000. Closing of the acquisition is subject to satisfactory completion of due diligence, delivery of audited and interim financial statements of Cosmofarm subject to being audited by PCAOB auditors, no material adverse change in the business or financial condition of Cosmofarm, all necessary consents and approvals to complete the acquisition have been obtained and other customary closing conditions. As of June 30 2017, Cosmofarm is undergoing an audit of the company’s financial statements for the last two years by a PCAOB audit firm, the SPA has not closed and Cosmos has not paid the €700,000. | Legal Matters From time to time, the Company may be involved in litigation relating to claims arising out of the Companys operations in the normal course of business. As of December 31, 2017, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Companys operations. Operating Leases The Company conducts its operations from an office located in Chicago, Illinois for which beginning in January 2015, the monthly rent expense is $709, which has been paid through December 31, 2017. The lease expired as of May 31, 2017, however, the Company has negotiated and entered into a two-year amendment to that lease that commenced as of June 1, 2017 through May 31, 2019. The monthly rate from June 1, 2017 through May 31, 2018 is $709 per month and increases to $730 per month from June 1, 2018 through May 31, 2019. Rent expense for the years ended December 31, 2017 and 2016, was $8,502 and $4,960, respectively. The offices of Amplerissimo are located a t 9, Vasili, Michaelidi Street, 3026, Limassol, Cyprus. The Company had a one-year lease which commenced on July 29, 2013 and was last renewed through July 2018, at the rate of 110 ($124) per month. Rent expense for the years ended December 31, 2017 and 2016 was 1,320 ($1,492) and 1,320 ($1,462), respectively. The offices of SkyPharm are located at 5, Agiou Georgiou Street 57001, Pylaia, Thessaloniki, Greece. The Company has a six-year lease that commenced on September 1, 2014 at the rate of 4,325 ($4,802) per month. In December 2015, the lease was revised to include an additional rental of the first floor at a rate of 800 ($886) per month. The lease was further revised in March 2016 to include another additional rental of the first floor at a rate of 800 ($886) per month beginning in May 2016. On May 30, 2016, the lease was revised again to include an additional rental of space at a rate of 1,825 ($2,021) per month beginning in June 2016. On March 23, 2017, SkyPharm entered into an additional three year lease at a rate of 1,250 per month that commenced May 2017As a result, the total monthly lease amount is now 7,750 ($8,758) per month. Rent expense for the years ended December 31, 2017 and 2016 was 103,000 ($116,400) and 80,675 ($89,323) respectively. The offices of Decahedron are located at Unit 11, Spire Greene Centre, Harlow, CM19 5TR, Essex, U.K., for which we pay approximately ₤1,908 ($2,470) per month, under an amendment to a lease dated October 25, 2011, which commenced on October 25, 2016 and expires on October 24, 2021. Rent expense from the date of acquisition through December 31, 2017 was ₤20,992 ($27,180). Future minimum operating lease commitments consisted of the following at December 31, 2017: Year Ended December 31, Amount (USD) 2018 $ 170,394 2019 $ 164,463 2020 $ 74,255 2021 $ 25,813 2022 $ - Thereafter $ - $ 434,925 Intellectual Property Sale Agreement On October 1, 2016, the Company entered into an Intellectual Property Sale Agreement with Anastasios Tsekas and Olga Parthenea Georgatsou (the IPSA) for the purchase of certain intellectual property rights relating to proprietary pharmaceutical formulas and any related technical information arising or related thereto (the Intellectual Property). The IPSA provides that the sellers shall be entitled to an aggregate of 200,000 shares of common stock of the Company, none of which have been issued to date, and issuable as follows in equal parts to each seller: · 50,000 shares upon the successful conclusion of Preclinical Trials. · 50,000 shares upon the conclusion of Phase I testing. · 50,000 shares upon the conclusion of Phase II testing. · 50,000 shares upon the conclusion of Phase III testing. The Company has agreed to pay Anastasios Tsekas 1,500 per month until the first issuance of the shares referenced above. The Company has also agreed that in the event the Company disposes of the Intellectual Property prior to the periods referenced above, the sellers shall be entitled to the issuance of all the shares referenced above. The Company is in the process of locating a suitable lab to conduct the preclincal trial phase, which has not yet begun as of the date of filing. Letter of Intent On June 21, 2017, the Company signed a new Letter of Intent (LOI) to acquire the outstanding shares of CC Pharma GmbH, a leading re-importer of EU pharmaceuticals to Germany. Under the terms of the LOI, Cosmos Holdings holds the exclusive right to complete its due diligence process and complete the transaction by October 31, 2017. In connection with the non-binding LOI, the Company is required to pay a non-refundable fee of 400,000 ($454,800) to the shareholders of CC Pharma GmbH in connection with the costs of due diligence and the exclusive right to negotiate the terms of the definitive agreements. On July 6, 2017, the Company paid the 400,000 ($454,800) to CC Pharma GmbH and the Company has recorded an expense of 400,000 ($454,800) for the year ended December 31, 2017. The Company did not enter into any definitive agreements by December 31, 2017 and is currently negotiating with CC Pharma for an extension. The Company makes no assurances that the parties will enter into any definitive agreements in the future. Placement Agreement On August 8, 2017, the Company entered into an agreement with a third party placement agent (the Agent) who will serve as the Companys exclusive placement agent or sole book running manager with respect to any offerings of equity or equity-linked securities as well as any debt offering with the two organizations named in the agreement (the Offering) for a period of 120 days. In the event that an Offering is agreed upon by the Agent and the Company, the Company shall provide payment as follows: (1) a cash commission of 6% of the total gross proceeds for two named investors (2) a cash commission of 4% of total gross proceeds from five named investors and (3) excluding the five named investors in (2) a cash commission equal to 8% of the total gross proceeds from the Offering and the issuance to the Agent or its designees of warrants covering 8% of the shares of common stock issued or issuable by the Company in the Offering. Additionally, the Agent will receive a cash fee of 8% payable within 5 business days, but only in the event of, the receipt by the Company of any cash proceeds from the exercise of any warrants with an expiration equal to or less than 24 months sold in the Offering. As of the year ended December 31, 2017 through the date of filing, there have been no such placements made. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 10 - EARNINGS PER SHARE | Basic net income (loss) per share is computed by dividing net income (loss) attributable to the Company, decreased with respect to net income or increased with respect to net loss by dividends declared on preferred stock by using the weighted-average number of common shares outstanding. The dilutive effect of incremental common shares potentially issuable under outstanding options, warrants and restricted shares is included in diluted earnings per share in 2017 and 2016 utilizing the treasury stock method. The computations of basic and diluted per share data were as follows: 12/31/2017 12/31/2016 Numerator for Basic and Diluted Earnings Per Share: Net (loss) income $ (6,209,768 ) $ (601,002 ) Denominator for Basic Earnings Per Share: Weighted Average Shares 12,780,813 12,564,824 Potentially Dilutive Common Shares - - Adjusted Weighted Average Shares 12,780,813 12,564,824 Basic and Diluted Net (Loss) Income per Share (0.49 ) (0.05 ) The following table summarized the potential shares of Common Stock that were excluded from the computation of diluted net loss per share for the years ended December 31, 2017 and 2016 as such shares would have had an anti-dilutive effect: 2017 2016 Common Stock Warrants 38,824 - Common Stock Options 16,240 80,741 Convertible Debt 622,142 - Total 677,206 80,741 |
STOCK OPTIONS AND WARRANTS
STOCK OPTIONS AND WARRANTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Notes to Financial Statements | ||
NOTE 11 - STOCK OPTIONS AND WARRANTS | On January 1, 2017 the Company entered into a two-year agreement whereby the employee was granted compensation of €1,000 per month and an annual retainer of 25,000 stock options as compensation for being appointed the International Finance Manager of the Company. On January 1, 2018, 25,000 options were granted to the employee. These options have an exercise period of four years with an exercise price of $1.00. In the event that he ceases to work for the Company for any reason, he will be entitled to a pro rata portion of the annual options. The options vest monthly, with a total of 12,500 options fully vested as of June 30, 2018. The options were valued at $242,002 using the Black Scholes Option Pricing Model with the following inputs: stock price on measurement date: $10.20; Exercise price: $1.00; Option term: 4 years; Computed volatility: 120.92%. The fair value of the options will be amortized over a year with $120,006 expensed during the six months ended June 30, 2018. As of June 30, 2018, there were 74,000 options outstanding and 61,500 options exercisable with expiration dates commencing October 2020 and continuing through January 2022. A summary of the Company’s option activity during the six months ended June 30, 2018 is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Options Shares Price Term Value Balance Outstanding, December 31, 2017 49,000 $ 1.49 3.19 $ 426,800 Granted 25,000 1.00 4.00 - Forfeited - - - - Exercised - - - - Expired - - - - Balance Outstanding, June 30, 2018 74,000 $ 1.32 2.97 376,340 Exercisable, June 30, 2018 61,500 $ 1.39 2.86 $ 308,715 As of June 30, 2018, there were 589,600 warrants outstanding and exercisable with expiration dates of May 2023. A summary of the Company’s warrant activity during the six months ended June 30, 2018 is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Shares Price Term Value Balance Outstanding, December 31, 2017 599,640 $ 7.65 5.29 $ - Granted - - - - Forfeited - - - - Exercised - - - - Expired (10,040 ) - - - Balance Outstanding, June 30, 2018 589,600 $ 7.27 4.88 $ 75,576 Exercisable, June 30, 2018 589,600 $ 7.27 4.88 $ 75,576 | On January 5, 2013, the Company granted 96,000 options to a former director, 72,000 of which were forfeited in a subsequent period. The options have an exercise period of four years with an exercise price of $1.00. In the event that the former director ceases to serve on the Board of Directors for any reason, the Director is entitled to a pro-rata portion of the annual options. The options were valued at $43,151 using the Black Scholes Option Pricing Model with the following inputs: stock price on measurement date: $1.80; Exercise price: $1.00; Option term: 4 years; Computed volatility: 448%. On November 4, 2016, the Board of Directors authorized the exercise of stock options held by the former director to purchase 24,000 shares of common stock. On October 1, 2016 the Company granted 12,000 options to an employee of the Company as compensation for being appointed the US Finance Manager of the Company. The options have an exercise period of four years with an exercise price of $2.00. In the event that he ceases to work for the Company for any reason, he will be entitled to a pro rata portion of the annual options. The options vest monthly with 12,000 options fully vested as of December 31, 2016. The options were valued at $65,290 using the Black Sholes Option Pricing Model with the following inputs: stock price on measurement date: $5.80; Exercise price: $2.00; Option term: 4 years; Computed volatility: 159%. The Company expensed $16,636 as of December 31, 2016. During the year ended December 31, 2017 the Company has expensed an additional $48,655. On January 1, 2017 the Company entered into an agreement whereby the employee was granted compensation of 1,000 per month and an annual retainer of 25,000 stock options as compensation for being appointed the International Finance Manager of the Company. The options have an exercise period of four years with an exercise price of $1.00. In the event that he ceases to work for the Company for any reason, he will be entitled to a pro rata portion of the annual options. The options vest monthly, with a total of 25,000 options fully vested as of December 31, 2017. The options were valued at $195,307 using the Black Scholes Option Pricing Model with the following inputs: stock price on measurement date: $8.20; Exercise price: $1.00; Option term: 4 years; Computed volatility: 136.76%. The fair value of the options will be amortized over a year with $195,307 expensed during the year ended December 31, 2017. On January 3, 2017 the Company determined to create an advisory board and appointed Mr. Orestes Varvitsiotes as its first member. Mr. Varvitsiotes is a registered broker dealer who is currently engaged with Aegis Capital Corp. In connection therewith, the Company entered into an Advisory Board Member Consulting Agreement, dated as of January 3, 2017 whereby an annual retainer of 12,000 stock options was granted as compensation for services. The options have an exercise period of five years with an exercise price of $2.00. In the event that he ceases to work for the Company for any reason, he will be entitled to a pro rata portion of the annual options. The options vest monthly, with a total of 12,000 options fully vested as of December 31, 2017. The options were valued at $94,830 using the Black Scholes Option Pricing Model, with the following inputs: stock price on measurement date: $8.20; Exercise price: $2.00; Option term: 5 years; Computed volatility: 155.37%. The fair value of the options will be amortized over the year with $94,830 expensed during the year ended December 31, 2017. A summary of the Companys option activity during the year ended December 31, 2017 is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Options Shares Price Term Value Balance Outstanding, December 31, 2015 24,000 $ 1.00 1.02 $ - Granted 12,000 2.00 4.00 - Forfeited - - - - Exercised (24,000 ) 1.00 - - Expired - - - - Balance Outstanding, December 31, 2016 12,000 $ 2.00 3.75 $ - Granted 37,000 1.32 3.33 - Forfeited - - - - Exercised - - - - Expired - - - - Balance Outstanding, December 31, 2017 49,000 $ 1.49 3.19 $ 426,800 Exercisable, December 31, 2017 49,000 $ 1.49 3.19 $ 426,800 In connection with a private placement that took place on April 7, 2017, the Company issued warrants for a total of 10,040 common shares of the Company at a 1:1 ratio for shares purchased by investors (See Note 4). The warrants were valued using the Black Scholes valuation model with stock prices ranging from $7.60 to $8.50, exercise price of $30.00, volatility ranging from 76.66% to 90.86% based on the Companys stock price, an expected term of 1 year and a risk free rate ranging from 1.07% to 1.11%. On November 16, 2017, in connection with the Securities Purchase Agreement, the Company issued warrants for 536,000 common shares of the Company (See Note 7). The fair value of the warrants was determined using a Black Scholes valuation model with a stock price of $7.20, exercise price of $7.50, volatility of 169.29% based on the Companys stock price, an expected term of 5 years and a risk free rate of 1.68%. The relative fair value of the warrants of $1,545,288 was recorded as a discount to the Notes and as additional paid in capital and the expense will be amortized over the two-year term of the underlying Notes. The warrants will become exercisable on May 16, 2018. On November 16, 2017 in connection with the $3,350,000 Securities Purchase Agreement (See Note 7), Roth Capital Partners, LLC (Roth), as the Companys exclusive placement agent, was issued warrants for 53,600 common shares of the Company. The fair value of the warrants was determined using a Black Scholes valuation model with a stock price of $7.20, exercise price of $5.00, volatility of 169.29% based on the Companys stock price, an expected term of 5 years and a risk free rate of 1.68%. The value of the warrants of $368,003 was recognized as interest expense during the year ended December 31, 2017. The warrants will become exercisable on May 16, 2018. The significant assumptions used to determine the fair values of warrants issued, using a Black-Scholes valuation model are as follows: December 31, 2017 December 31, 2016 Market value of underlying stock $7.20-$8.50 - Volatility 76.66%-169.29% - Expected term (in years) 1 5.5 - Risk-free interest rate 1.07% - 1.68% - Expected dividend yield None - A summary of the Companys warrant activity for the years ending December 31, 2017 and 2016 is as follows: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Shares Price Term Value Balance Outstanding, December 31, 2015 - $ - - $ - Granted - - - - Forfeited - - - - Exercised - - - - Expired - - - - Balance Outstanding, December 31, 2016 - $ - - $ - Granted 599,640 7.65 5.29 - Forfeited - - - - Exercised - - - - Expired - - - - Balance Outstanding, December 31, 2017 599,640 $ 7.65 5.29 $ 1,725,921 Exercisable, December 31, 2017 10,040 $ 30.00 .30 $ - |
DISAGGREGATION OF REVENUE
DISAGGREGATION OF REVENUE | 6 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
NOTE 12 - DISAGGREGATION OF REVENUE | ASC 606-10-50-5 requires that entities disclose disaggregated revenue information in categories (such as type of good or service, geography, market, type of contract, etc). ASC 606-10-55-89 explains that the extent to which an entity’s revenue is disaggregated depends on the facts and circumstances that pertain to the entity’s contracts with customers and that some entities may need to use more than one type of category to meet the objective for disaggregating revenue. The Company disaggregates revenue by country to depict the nature and economic characteristics affecting revenue. The following table presents our revenue disaggregated by country for the six months ended: Country June 30, 2018 June 30, 2017 Belgium $ 1,130 $ - Bulgaria - 3,035 Denmark 186,865 228,448 France 178,382 46,309 Germany 7,955,452 5,168,134 Greece 1,091,495 934,729 Hungary 756,919 122,383 Indonesia 6,607 - Ireland 928,417 428,763 Italy 264,832 117,367 Jordan 33,133 - Netherlands 2,648,166 1,457,962 Poland 566,797 254,813 Portugal - 5,512 Sweden - 9,652 UK 6,204,122 1,451,340 Total $ 20,822,317 $ 10,228,447 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Notes to Financial Statements | ||
NOTE 12 - SUBSEQUENT EVENTS | On July 16, 2018, the Company completed a Share Exchange Agreement (the “New SEA”) by and among Marathon Global Inc. (“Marathon”), a corporation incorporated under the laws of the Province of Ontario, Canada; Kaneh Bosm Biotechnology Inc. (“KBB”), a corporation incorporated under the laws of the Province of British Colombia and a public reporting company on the Canadian Securities Exchange; and certain other sellers of Marathon capital stock. Pursuant to a prior Securities Exchange Agreement, as amended on May 24, 2018, the Company had transferred one-half of its interest in Marathon to KBB in exchange for five million shares of KBB. Pursuant to the terms of the new SEA, the Company transferred its remaining one-half interest (2.5 million shares) in Marathon to KBB. The Company received an additional five million shares of KBB. Completion of the New SEA by the Company was subject to satisfaction of various conditions precedent all of which have been satisfied. The ten million shares of KBB owned by the Company constitute approximately 7% of the 141,219,108 shares of capital stock of KBB issued and outstanding. The Company does not have the ability to exercise significant influence over KBB. On September 4, 2018, the Company entered into a Securities Purchase Agreement (the “SPA”) and completed the financing with two institutional investors who had previously purchased $3,350,000 principal amount of senior convertible notes in November 2017 as amended in February 2018. The Company issued, for a $2,000,000 purchase price, $2,233,333 in aggregate principal amount of Senior Convertible Notes (the “Notes”) convertible into 372,223 shares of Common Stock at $6.00 per share and five-year Warrants to purchase an aggregate of 357,334 shares of Common Stock exercisable at $7.50 per share. The Company received net proceeds of $1,845,000 after deduction of offering costs. The Company will repay the principal amount of the Notes in equal monthly installments beginning on November 1, 2018 and repeating on the first business day of each calendar month thereafter until May 1, 2019. No interest shall accrue under the Notes unless and until an Event of Default (as defined) has occurred and is not cured, and will then accrue at 18% per annum. On September 30, 2018, the Company entered into a Share Purchase Agreement (“SPA”) with Abbydale Management Limited, an unaffiliated third party incorporated in Belize. The Company sold one hundred (100%) percent of the issued share capital of its subsidiary, Amplerissimo Ltd., a limited liability company organized under the laws of Cypress, to the purchaser for a purchase price of €5,000. Amplerissimo had previously transferred one hundred (100%) percent of the capital stock of Sky Pharm SA to the Company including the remaining 2,200 shares for a total of €2,200 on September 29, 2018. The information technology business of Amplerissimo is not a priority of the Company and the Company decided to not pursue such business | Amendment and Exchange of Agreements On February 20, 2018, Cosmos Holdings, Inc. (the “Company”) entered into two separate Amendment and Exchange Agreements (each, an “Exchange Agreement”), each by and between the Company and an institutional investor that previously purchased a Senior Convertible Note from the Company on November 16, 2017 (each, an “Existing Note”) pursuant to a Securities Purchase Agreement, dated as of November 15, 2017, by and between the Company and such holders of Existing Notes (the “Securities Purchase Agreement”). Pursuant to each Exchange Agreement, the Company issued a new senior convertible note (each, a “New Note”) in the amounts of $2,791,668 and $558,332 to each holder for a total aggregate principal amount of $3,350,000 in exchange for an Existing Note. Each New Note is identical in all material respects to the Existing Note, except that (i) the New Note shall not be convertible into shares of the Company’s common stock (the “Common Stock”) until April 20, 2018, (ii) all future cash installment payments under such New Note will be made at a redemption price equal to 112% of the applicable installment amount, (iii) the Company’s existing obligation to initially deliver predelivery shares of its common stock to the holder of such New Note is deferred until April 20, 2018 and (iv) at any time on or before June 20, 2018, the Company has the right, at its option, to redeem all, or any part, of the amounts then outstanding under such New Note in cash at redemption price equal to 125% of such amounts then outstanding under such New Note. Except as set forth in the Exchange Agreements and the New Notes, the Securities Purchase Agreement and each of the other transaction documents that were executed in connection with the Securities Purchase Agreement remain unchanged and in full force and effect. Third Party Loan Agreement On March 16, 2018, the Company entered into a loan facility agreement, with a third party, pursuant to which the Company received €1,500,000 ($1,845,072). The loan bears an annual interest rate of 4.7%, is unsecured and matures on March 16, 2019. Related Party Loan from Director On March 14, 2018 and March 16, 2018, the Company borrowed €300,000 ($371,383) and €200,000 ($246,010), respectively from Mr. Grigorios Siokas, Chief Executive Officer. These loans have no formal agreements, bear no interest and have no maturity dates. The proceeds will be used by the Company for working capital. Distribution and Equity Agreement On March 19, 2018, the Company entered into a Distribution and Equity Acquisition Agreement with Marathon Global Inc. (“Marathon”), a company incorporated in the Province of Ontario, Canada. Marathon was recently formed to be a global supplier of Cannabis, cannabidiol (CBD) and/or any Cannabis Extract products, extracts, ancillaries and derivatives (collectively, the “Products”). The Company was appointed the exclusive distributor of the Products initially throughout Europe and on a non-exclusive basis wherever else lawfully permitted. The Agreement is to remain in effect indefinitely unless Marathon fails to provide Market Competitive (as defined) product pricing and Marathon has not become profitable within five (5) years of this Agreement. Following a thirty (30) day due diligence period, and subject to satisfactory due diligence of the Company, Marathon shall: (a) grant the Company a 33 1/3% equity interest in Marathon as partial consideration for the Company’s distribution services; and (b) make a cash payment of CAD $2,000,000 to the Company, subject to repayment by the Company in Common Shares of the Company if it fails to meet certain performance milestones. The Company is entitled to receive an additional CAD $2,750,000 upon the Company’s receipt of gross sales of CAD $6,500,000 and an additional CAD $2,750,000 upon receipt of gross sales of CAD $13,000,000. The Company was also given the right to nominate one director to the Marathon Board of Directors. On April 19, 2018, the Company and Marathon amended the Distribution Agreement to provide for Marathon to conduct due diligence on the Company until May 10, 2018. The Company shall continue to provide confidential information even after the initial payment of CAD $2,000,000. On April 18, 2018, SkyPharm amended the Loan Facility Agreement with Synthesis Peer-To-Peer Income Fund (the “Loan Facility” and the “Lender”). As of December 31, 2017, the outstanding principal balance under the Loan Facility was $3,117,287 (€2,592,986), excluding interest, of which $136,800 has been paid. Until January 1, 2018, advances under the Loan Facility accrued interest at ten percent (10%) per annum from the applicable date of each drawdown and require quarterly interest payments. The interest rate was restated as of January 1, 2018 to four (4%) percent plus quarterly Libor Payments, plus two (2%) percent default interest on unpaid amounts in addition to the interest rate. The Loan Facility permits prepayment and is due upon the earlier of (i) 75 days following demand of the Lender; or (ii) December 31, 2021, as amended. The Loan Facility is secured by a personal guaranty of Grigorios Siokas which is secured by a pledge of 1,000,000 shares of common stock of the Company owned by Mr. Siokas. On April 18, 2018, SkyPharm S.A. entered into a ten-year Advisory Agreement with Synthesis Management Limited (the “Advisor”). The Advisor was retained to assist SkyPharm to secure corporate finance capital. The Advisor shall be paid €104,000 per year during the ten-year term, all of which have been pre-paid by SkyPharm for future financing services |
ORGANIZATION AND NATURE OF BU_2
ORGANIZATION AND NATURE OF BUSINESS (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Organization And Nature Of Business | ||
Basis of Financial Statement Presentation | The accompanying consolidated financial statements have been prepared in accordance with principles generally accepted in the United States of America. | The accompanying consolidated financial statements have been prepared in accordance with principles generally accepted in the United States of America. |
Principles of Consolidation | Our consolidated accounts include our accounts and the accounts of our wholly-owned subsidiaries, Amplerissimo Ltd, SkyPharm S.A. and Decahedron Ltd. All significant intercompany balances and transactions have been eliminated. | Our consolidated accounts include our accounts and the accounts of our wholly-owned subsidiaries, Amplerissimo Ltd, SkyPharm S.A. and Decahedron Ltd. All significant intercompany balances and transactions have been eliminated. |
Reclassifications to Prior Period Financial Statements and Adjustments | Certain reclassifications have been made in the Company’s financial statements of the prior year to conform to the current year presentation. These reclassifications have no impact on previously reported net income. | Certain reclassifications have been made in the Companys financial statements of the prior year to conform to the current year presentation. These reclassifications have no impact on previously reported net income. |
Use of Estimates | The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of June 30, 2018 and December 31, 2017, there were no cash equivalents. The Company maintains bank accounts in the United States denominated in U.S. Dollars and in the Republic of Cyprus, in Greece and in Bulgaria all of them denominated in Euros. The Company also maintains bank accounts in the United Kingdom of Great Britain, dominated in Euros and Great Britain Pound (British Pounds Sterling). | For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of December 31, 2017 and December 31, 2016, there were no cash equivalents. The Company maintains bank accounts in the United States denominated in U.S. Dollars and in the Republic of Cyprus, in Greece and in Bulgaria all of them denominated in Euros. Additionally, the Company maintains a bank account in the United Kingdom denominated in British Pounds. For the year ended December 31, 2017, the amounts in these accounts were $65,613, $398,841 (the Euro equivalent of which was 331,759) and $27,542 (the British Pound equivalent of which was £20,358). At December 31, 2016, the amounts in these accounts were $3,143 and $19,876 (the Euro equivalent of which was 18,836). Additionally, for the years ended December 31, 2017 and 2016, the Company had cash on hand in the amount of $290,857 and $693,570, respectively. |
Account Receivable | Accounts receivable are stated at their net realizable value. The allowance for doubtful accounts against gross accounts receivable reflects the best estimate of probable losses inherent in the receivables portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other currently available information. | Accounts receivable are stated at their net realizable value. The allowance for doubtful accounts against gross accounts receivable reflects the best estimate of probable losses inherent in the receivables portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other currently available information. |
Tax Receivables | The Company pays Value Added Tax (“VAT”) or similar taxes (“input VAT”), income taxes, and other taxes within the normal course of its business in most of the countries in which it operates related to the procurement of merchandise and/or services it acquires and/or on sales and taxable income. The Company also collects VAT or similar taxes on behalf of the government (“output VAT”) for merchandise and/or services it sells. If the output VAT exceeds the input VAT, this creates a VAT payable to the government. If the input VAT exceeds the output VAT, this creates a VAT receivable from the government. The VAT tax return is filed on a monthly basis offsetting the payables against the receivables. In observance of EU regulations for intra-EU cross-border sales, our subsidiary in Greece, SkyPharm S.A., does not charge VAT for sales to wholesale drug distributors registered in other European Union member states. | The Company pays Value Added Tax (VAT) or similar taxes (input VAT), income taxes, and other taxes within the normal course of its business in most of the countries in which it operates related to the procurement of merchandise and/or services it acquires and/or on sales and taxable income. The Company also collects VAT or similar taxes on behalf of the government (output VAT) for merchandise and/or services it sells. If the output VAT exceeds the input VAT, this creates a VAT payable to the government. If the input VAT exceeds the output VAT, this creates a VAT receivable from the government. The VAT tax return is filed on a monthly basis offsetting the payables against the receivables. In observance of EU regulations for intra-EU cross-border sales, our subsidiary in Greece, SkyPharm S.A., does not charge VAT for sales to wholesale drug distributors registered in other European Union member states. As of December 31, 2017 and 2016, the Company had a VAT net receivable balance of $961,220 and $398,126, respectively, recorded on the balance sheet as other assets. |
Inventory | Inventory is stated at the lower of cost or market value using the weighted average method. Inventory consists primarily of finished goods and packaging materials, i.e. packaged pharmaceutical products and the wrappers and containers they are sold in. A periodic inventory system is maintained by 100% count. Inventory is replaced periodically to maintain the optimum stock on hand available for immediate shipment. We write-down inventories to net realizable value based on forecasted demand and market conditions, which may differ from actual results. | Inventory is stated at the lower of cost or market value using the weighted average method. Inventory consists primarily of finished goods and packaging materials, i.e. packaged pharmaceutical products and the wrappers and containers they are sold in. A periodic inventory system is maintained by 100% count. Inventory is replaced periodically to maintain the optimum stock on hand available for immediate shipment. |
Fixed Assets | Fixed assets are stated at cost, less accumulated depreciation. Depreciation is provided on a straight-line basis over the useful lives (except for leasehold improvements which are depreciated over the lesser of the lease term or the useful life) of the assets as follows: Estimated Useful Life Furniture and fixtures 5-7 years Office and computer equipment 3-5 years Depreciation expense was $11,859 and $7,062 for the six months ended June 30, 2018 and 2017, respectively. | Fixed assets are stated at cost, less accumulated depreciation. Depreciation is provided on a straight-line basis over the useful lives (except for leasehold improvements which are depreciated over the lesser of the lease term or the useful life) of the assets as follows: Estimated Useful Life Furniture and fixtures 57 years Office and computer equipment 3-5 years Depreciation expense was $17,370 and $9,448 for the years ended December 31, 2017 and December 31, 2016, respectively. |
Intangible Assets | Intangible assets with definite useful lives are recorded on the basis of cost and are amortized on a straight-line basis over their estimated useful lives. The Company uses a useful life of 5 years for an import/export license. The Company evaluates the remaining useful life of intangible assets annually to determine whether events and circumstances warrant a revision to the remaining amortization period. If the estimate of the intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset will be amortized prospectively over that revised remaining useful life. At June 30, 2018, no revision to the remaining amortization period of the intangible assets was made. Amortization expense was $4,276 and $3,970 for the six months ended June 30, 2018 and 2017, respectively. | Intangible assets with definite useful lives are recorded on the basis of cost and are amortized on a straight-line basis over their estimated useful lives. The Company uses a useful life of 5 years for an import/export license. The Company evaluates the remaining useful life of intangible assets annually to determine whether events and circumstances warrant a revision to the remaining amortization period. If the estimate of the intangible assets remaining useful life is changed, the remaining carrying amount of the intangible asset will be amortized prospectively over that revised remaining useful life. At December 31, 2017, no revision to the remaining amortization period of the intangible assets was made. Amortization expense was $8,533 and $0 for the years ended December 31, 2017 and 2016, respectively. |
Impairment of Long-Lived Assets | In accordance with ASC 360-10, Long-lived assets, which include property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. | In accordance with ASC 360-10, Long-lived assets, which include property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the assets expected future discounted cash flows or market value, if readily determinable. |
Goodwill and Intangibles | The Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. Specifically, goodwill impairment is determined using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company uses level 3 inputs and a discounted cash flow methodology to estimate the fair value of a reporting unit. A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Company’s budget and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit. Prior to the acquisition of Decahedron, the Company had no recorded goodwill value. As a result of the acquisition of Decahedron, the Company tested and expensed 100% of the goodwill allocated to the acquisition costs, an amount equal to $1,949,884 for the period ending June 30, 2017. | The Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. Specifically, goodwill impairment is determined using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company uses level 3 inputs and a discounted cash flow methodology to estimate the fair value of a reporting unit. A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Companys budget and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting units goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting units goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit. Prior to the acquisition of Decahedron, the Company had no record goodwill value. As a result of the acquisition of Decahedron, the Company tested and impaired 100% of the goodwill allocated to the acquisition costs, an amount equal to $1,949,884 for the year ended December 31, 2017. |
Equity Method Investment | For those investments in common stock or in-substance common stock in which the Company has the ability to exercise significant influence over the operating and financial policies of the investee, the investment is accounted for under the equity method. The Company records its share in the earnings of the investee and is included in “Equity earnings of affiliate” in the consolidated statement of operations. The Company assesses its investment for other-than-temporary impairment when events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable and recognizes an impairment loss to adjust the investment to its then current fair value | |
Investments in Equity Securities | Investments in equity securities are accounted for at fair value with changes in fair value recognized in income from operations. Equity securities are classified as short-term or long-term based on the nature of the securities and their availability to meet current operating requirements. Equity securities that are readily available for use in current operations are reported as a component of current assets in the accompanying consolidated balance sheets. Equity securities that are not considered available for use in current operations would be reported as a component of long-term assets in the accompanying consolidated balance sheets. For equity securities with no readily determinable fair value, the Company elects a measurement alternative to fair value. Under this alternative, the Company measures the investments at cost, less any impairment, and adjusted for changes resulting from observable price changes in transactions for identical or similar investments of the investee. The election to use the measurement alternative is made for each eligible investment. | |
Fair Value Measurement | The Company adopted FASB ASC 820-Fair Value Measurements and Disclosures, or ASC 820, for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results but did expand certain disclosures. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. The Company did not have any Level 2 or Level 3 assets or liabilities as of June 30, 2018. Cash is considered to be highly liquid and easily tradable as of June 30, 2018 and therefore classified as Level 1 within the fair value hierarchy. The investment in KBB is also classified as Level 1within the fair value hierarchy. In addition, FASB ASC 825-10-25 Fair Value Option, or ASC 825-10-25, was effective for January 1, 2008. ASC 825-10-25 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments. | The Company adopted FASB ASC 820-Fair Value Measurements and Disclosures, or ASC 820, for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company's financial position or operating results, but did expand certain disclosures. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. The Company did not have any Level 2 or Level 3 assets or liabilities as of December 31, 2017. Cash is considered to be highly liquid and easily tradable as of December 31, 2017 and therefore classified as Level 1 within our fair value hierarchy. In addition, FASB ASC 825-10-25 Fair Value Option, or ASC 825-10-25, was effective for January 1, 2008. ASC 825-10-25 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments. |
Revenue Recognition | The Company adopted Topic 606 Revenue from Contracts with Customers on January 1, 2018. As a result, it has changed its accounting policy for revenue recognition as detailed below. Revenue is measured based on consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a product to a customer. These criteria are assumed to have been met upon delivery of the products requested by the customer to the customers carrier. Hence, adoption of the ASC 606, has not changed the timing and nature of the Company’s revenue recognition. | We recognize revenue net of the VAT receivable. We consider revenue recognizable when persuasive evidence of an arrangement exists, the price is fixed or determinable, goods or services have been delivered, and collectability is reasonably assured. These criteria are assumed to have been met if a customer orders an item, the goods or services have been shipped or delivered to the customer, and we have sufficient evidence of collectability, such a payment history with the customer. Revenue that is billed and received in advance such as recurring weekly or monthly services are initially deferred and recognized as revenue over the period the services are provided. |
Stock-based Compensation | The Company records stock based compensation in accordance with ASC section 718, “Stock Compensation” and Staff Accounting Bulletin (SAB) No. 107 (SAB 107) issued by the SEC in March 2005 regarding its interpretation of ASC 718. ASC 718 requires the fair value of all stock-based employee compensation awarded to employees to be recorded as an expense over the related requisite service period. The Company values any employee or non-employee stock based compensation at fair value using the Black-Scholes Option Pricing Model. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC 505-50 “Equity-Based Payments to Non-Employees”. | The Company records stock based compensation in accordance with ASC section 718, "Stock Compensation" and Staff Accounting Bulletin (SAB) No. 107 (SAB 107) issued by the SEC in March 2005 regarding its interpretation of ASC 718. ASC 718 requires the fair value of all stock-based employee compensation awarded to employees to be recorded as an expense over the related requisite service period. The Company values any employee or non-employee stock based compensation at fair value using the Black-Scholes Option Pricing Model. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC 505-50 "Equity-Based Payments to Non-Employees". |
Foreign Currency Translations and Transactions | Assets and liabilities of all foreign operations are translated at year-end rates of exchange, and the statements of operations are translated at the average rates of exchange for the year. Gains or losses resulting from translating foreign currency financial statements are accumulated in a separate component of stockholders’ equity until the entity is sold or substantially liquidated. Gains or losses from foreign currency transactions (transactions denominated in a currency other than the entity’s local currency) are included in net earnings. | Assets and liabilities of all foreign operations are translated at year-end rates of exchange, and the statements of operations are translated at the average rates of exchange for the year. Gains or losses resulting from translating foreign currency financial statements are accumulated in a separate component of stockholders' equity until the entity is sold or substantially liquidated. Gains or losses from foreign currency transactions (transactions denominated in a currency other than the entity's local currency) are included in net earnings. |
Concentrations of Credit Risk | Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash investments and accounts receivable. The following tables show the number of the Company's clients which contributed 10% or more of revenue and accounts receivable, respectively: Year Ended December 31, Year Ended December 31, 2017 2016 Number of 10% clients 3 2 Percentage of total revenue 49.63 % 52.49 % Percentage of total AR 20.68 % 26.09 % | |
Income Taxes | The Company accounts for income taxes under the asset and liability method, as required by the accounting standard for income taxes ASC 740. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, as well as net operating loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company is liable for income taxes in the Republic of Cyprus, Greece and the United Kingdom of England. The corporate income tax rate in Cyprus is 12.5%, 29% in Greece (tax losses are carried forward for five years effective January 1, 2013) and 20% in United Kingdom of England. Losses may also be subject to limitation under certain rules regarding change of ownership. We regularly review deferred tax assets to assess their potential realization and establish a valuation allowance for portions of such assets to reduce the carrying value if we do not consider it to be more likely than not that the deferred tax assets will be realized. Our review includes evaluating both positive (e.g., sources of taxable income) and negative (e.g., recent historical losses) evidence that could impact the realizability of our deferred tax assets. At June 30, 2018 the Company has maintained a valuation allowance against all net deferred tax assets in each jurisdiction in which it is subject to income tax. We recognize the impact of an uncertain tax position in our financial statements if, in management’s judgment, the position is not more-likely-then-not sustainable upon audit based on the position’s technical merits. This involves the identification of potential uncertain tax positions, the evaluation of applicable tax laws and an assessment of whether a liability for an uncertain tax position is necessary. As of June 30, 2018 the Company has no uncertain tax positions recorded in any jurisdiction where it is subject to income tax. | The Company accounts for income taxes under the asset and liability method, as required by the accounting standard for income taxes ASC 740. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, as well as net operating loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company is liable for income taxes in the Republic of Cyprus, Greece and the United Kingdom of England. The corporate income tax rate in Cyprus is 12.5% and 29% in Greece (tax losses are carried forward for five years effective January 1, 2013) and 20% in the United Kingdom of England. Losses may also be subject to limitation under certain rules regarding change of ownership. We regularly review deferred tax assets to assess their potential realization and establish a valuation allowance for portions of such assets to reduce the carrying value if we do not consider it to be more likely than not that the deferred tax assets will be realized. Our review includes evaluating both positive (e.g., sources of taxable income) and negative (e.g., recent historical losses) evidence that could impact the realizability of our deferred tax assets. At December 31, 2017 the Company has maintained a valuation allowance against all net deferred tax assets in each jurisdiction in which it is subject to income tax. We recognize the impact of an uncertain tax position in our financial statements if, in management's judgment, the position is not more-likely-then-not sustainable upon audit based on the position's technical merits. This involves the identification of potential uncertain tax positions, the evaluation of applicable tax laws and an assessment of whether a liability for an uncertain tax position is necessary. As of December 31, 2017 the Company had no uncertain tax positions recorded in any jurisdiction where it is subject to income tax. |
Basic and Diluted Net Income (Loss) per Common Share | Basic income per share is calculated by dividing income available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted income per share is calculated by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period and, when dilutive, potential shares from stock options and warrants to purchase common stock, using the treasury stock method. In accordance with ASC 260, “Earnings Per Share”, the following table reconciles basic shares outstanding to fully diluted shares outstanding. Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Weighted average number of common shares outstanding Basic 13,167,364 12,786,438 12,918,417 12,734,183 Potentially dilutive common stock equivalents 62,219 - - - Weighted average number of common and equivalent shares outstanding - Diluted 13,229,583 12,786,438 12,918,417 12,734,183 Common stock equivalents are included in the diluted income per share calculation only when option exercise prices are lower than the average market price of the common shares for the period presented. | Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the periods presented. The per share amounts include the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share for each of the years ended December 31, 2016 and 2017 is the same due to the anti-dilutive nature of potential common stock equivalents. |
Recent Accounting Pronouncements | Effective January 1, 2018, the Company adopted ASU 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities “ and ASU 2018-03, “Technical Corrections and Improvements to Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 contained a number of changes which are applicable to the Company including the following: (1) requires equity investments to be measured at fair value with changes in fair value recognized in net income; and (2) allows equity investments without readily determinable fair values to be measured at cost less impairment, if any, plus or minus changes in observable prices (referred to as the “measurement alternative”); ASU 2018-03 also clarified certain aspects of the guidance issued in ASU 2016-01, including requiring a prospective transition approach for equity investments without readily determinable fair value in which the measurement alternative is applied. ASU 2016-01 does not apply to investments accounted for using the equity method, investments in consolidated subsidiaries, FHLB stock, and investments in low income housing tax credit projects. The ASU also eliminated the requirement to classify equity investments into different categories such as “Available-for-sale.” In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350), which simplifies the measurement of goodwill by eliminating Step 2 from the current goodwill impairment test in the event that there is evidence of an impairment based on qualitative or quantitative assessments. ASU 2017-04 does not change how the goodwill impairment is identified, and the Company will continue to perform a qualitative assessment annually to determine whether the two-step impairment test is required. Until the adoption, current accounting standards require the impairment loss to be recognized under Step 2 of the impairment test. This requires the Company to calculate the implied fair value of goodwill by assigning fair value to the reporting unit’s assets and liabilities as if the reporting unit has been acquired in a business combination, then subsequently subtracting the implied goodwill from the carrying amount of the goodwill. The new standard would require the Company to determine the fair value of the reporting unit and subtract the carrying value from the fair value of the reporting unit to determine if there is an impairment. ASU 2017-04 is effective for the Company for fiscal years after December 15, 2019, and early adoption is permitted. ASU 2017-04 is required to be adopted prospectively, and the adoption is effective for annual goodwill impairment tests performed in the year of adoption. The Company does not believe that the adoption of ASU No. 2017-04 will have a material effect on the Company’s consolidated financial position or the Company’s consolidated results of operations In January 2017, the FASB issued ASU No. 2017-01, “Clarifying the Definition of a Business,” with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as an acquisition of assets or a business. ASU No. 2017-01 is effective for the Company’s fiscal year commencing on January 1, 2018. The effect of this guidance is to be applied prospectively and early adoption is permitted. The Company does not believe that the adoption of ASU No. 2017-01 will have a material effect on the Company’s consolidated financial position or the Company’s consolidated results of operations. In February 2016, the FASB issued ASU 2016-02, “Leases,” which will require lessees to recognize assets and liabilities for the rights and obligations created by most leases on the balance sheet. The changes become effective for the Company’s fiscal year beginning after July 1, 2019. Modified retrospective adoption for all leases existing at, or entered into after, the date of initial application, is required with an option to use certain transition relief. The Company expects this ASU will increase its current assets and current liabilities, but have no net material impact on its consolidated financial statements. In July 2015, the Financial Accounting Standards Board issued Simplifying the Measurement of Inventory, Topic 0330 (ASU No 2015-11). ASU 2015-11 changes the measurement principle for inventory from the lower of cost or market to lower of cost or net realizable value. The new standard is effective for the Company for fiscal years and interim periods beginning after December 15, 2016. The Company adopted this standard in the first quarter of fiscal 2017, applying it prospectively. The adoption of ASU 2015-11 did not have a material impact on the Company’s consolidated financial statements. In May 2014, the FASB issued ASU 2014-09-Revenue from Contracts with Customers (Topic 606). The guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The FASB delayed the effective date to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. In addition, in March and April 2016, the FASB issued new guidance intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. Both amendments permit the use of either a retrospective or cumulative effect transition method and are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early application permitted. As of January 1, 2018, the Company has adopted the ASC 606 – Revenue from Contracts with Customers and recognizes revenue at the point in time at which the customer obtains control of the entity and the Company has satisfied its performance obligations. The adoption of ASC 606 did not materially impact the timing or amount of revenues that would otherwise be recognized. | In July 2017, the Financial Accounting Standards Board (FASB) issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part 1) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Non public Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception (ASU 2017-11). Part I relates to the accounting or certain financial instruments with down round features in Subtopic 815-40, which is considered in determining whether an equity-linked financial instrument qualifies for a scope exception from derivative accounting. Down Round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced based on the pricing of future equity offerings. An entity still is required to determine whether instruments would be classified as equity under the guidance in Subtopic 815-40 in determining whether they qualify for that scope exception. If they do qualify, freestanding instruments with down round features are no longer classified as liabilities. ASU 2017-11 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period. Early adoption is permitted and may be applied on a retrospective basis, including in an interim period. The Company early adopted ASU 2017-11 during the year ended December 31, 2017. In January 2017, the FASB issued ASU 2017-04, Intangibles Goodwill and Other (Topic 350), which simplifies the measurement of goodwill by eliminating Step 2 from the current goodwill impairment test in the event that there is evidence of an impairment based on qualitative or quantitative assessments. ASU 2017-04 does not change how the goodwill impairment is identified, and the Company will continue to perform a qualitative assessment annually to determine whether the two step impairment test is required. Until the adoption, current accounting standards require the impairment loss to be recognized under Step 2 of the impairment test. This requires the Company to calculate the implied fair value of goodwill by assigning fair value to the reporting units assets and liabilities as if the reporting unit has been acquired in a business combination, then subsequently subtracting the implied goodwill from the carrying amount of the goodwill. The new standard would require the Company to determine the fair value of the reporting unit and subtract the carrying value from the fair value of the reporting unit to determine if there is an impairment. ASU 2017-04 is effective for the Company for fiscal years after December 15, 2019, and early adoption is permitted. ASU 2017-04 is required to be adopted prospectively, and the adoption is effective for annual goodwill impairment tests performed in the year of adoption. The Company does not believe that the adoption of ASU No. 2017-4 will have a material effect on the Companys consolidated financial position or the Companys consolidated results of operations In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business, with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as an acquisition of assets or a business. ASU No. 2017-01 is effective for the Companys fiscal year commencing on January 1, 2018. The effect of this guidance is to be applied prospectively and early adoption is permitted. The Company does not believe that the adoption of ASU No. 2017-01 will have a material effect on the Companys consolidated financial position or the Companys consolidated results of operations. In February 2016, the FASB issued ASU 2016-02, Leases, which will require lessees to recognize assets and liabilities for the rights and obligations created by most leases on the balance sheet. The changes become effective for the Companys fiscal year beginning January 1, 2020. Modified retrospective adoption for all leases existing at, or entered into after, the date of initial application, is required with an option to use certain transition relief. The Company expects this ASU will increase its current assets and current liabilities, but have no net material impact on its consolidated financial statements. In July 2015, the Financial Accounting Standards Board issued Simplifying the Measurement of Inventory, Topic 330 (ASU No 2015-11). ASU 2015-11 changes the measurement principle for inventory from the lower of cost or market to lower of cost or net realizable value. The new standard is effective for the Company for fiscal years and interim periods beginning after December 15, 2016. The Company adopted this standard in the first quarter of fiscal 2017, applying it prospectively. The adoption of ASU 2015-11 did not have a material impact on the Company's consolidated financial statements. In May 2014, the FASB issued ASU 2014-09-Revenue from Contracts with Customers (Topic 606). The guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The FASB delayed the effective date to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. In addition, in March and April 2016, the FASB issued new guidance intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. Both amendments permit the use of either a retrospective or cumulative effect transition method and are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early application permitted. As of January 1, 2018, the Company has adopted the modified retrospective approach in accordance with ASC 606 Revenue from Contracts with Customers and recognizes revenue at the point in time at which the customer obtains control of the entity and the Company has satisfied its performance obligations. Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company's financial statements. |
ORGANIZATION AND NATURE OF BU_3
ORGANIZATION AND NATURE OF BUSINESS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Organization Nature Of Business And Going Concern Tables Abstract | ||
Schedule of Calculation of Fixed Assets | Estimated Useful Life Furniture and fixtures 5-7 years Office and computer equipment 3-5 years | Estimated Useful Life Furniture and fixtures 57 years Office and computer equipment 3-5 years |
Schedule of Concentrations of Credit Risk | Year Ended December 31, Year Ended December 31, 2017 2016 Number of 10% clients 3 2 Percentage of total revenue 49.63 % 52.49 % Percentage of total AR 20.68 % 26.09 % | |
Schedule of Basic and Diluted Net Income (Loss) per Common Share | Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Weighted average number of common shares outstanding Basic 13,167,364 12,786,438 12,918,417 12,734,183 Potentially dilutive common stock equivalents 62,219 - - - Weighted average number of common and equivalent shares outstanding - Diluted 13,229,583 12,786,438 12,918,417 12,734,183 | 12/31/2017 12/31/2016 Numerator for Basic and Diluted Earnings Per Share: Net (loss) income $ (6,209,768 ) $ (601,002 ) Denominator for Basic Earnings Per Share: Weighted Average Shares 12,780,813 12,564,824 Potentially Dilutive Common Shares - - Adjusted Weighted Average Shares 12,780,813 12,564,824 Basic and Diluted Net (Loss) Income per Share (0.49 ) (0.05 ) |
ACQUISITION OF DECAHEDRON, LTD
ACQUISITION OF DECAHEDRON, LTD (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Acquisition Of Decahedron Ltd | ||
Unaudited allocation of purchase price | Preliminary Allocation as of February 10, Allocation Final 2017 Adjustments Allocation Current assets $ 6,537 $ - $ 6,537 Intangible assets 50,000 - 50,000 Other assets 305,400 (216,562 ) 88,838 Total assets acquired 361,937 (216,562 ) 145,375 Liabilities assumed: Debt 804,819 (188,560 ) 616,259 Total liabilities assumed 804,819 (188,560 ) 616,259 Net assets acquired (442,882 ) (28,002 ) (470,884 ) Consideration: Value of Common Stock Issued at Acquisition 1,479,000 - 1,479,000 Goodwill $ 1,921,882 $ 28,002 $ 1,949,884 | Preliminary Allocation as of February 10, Allocation Final 2017 Adjustments Allocation Current assets $ 6,537 $ - $ 6,537 Intangible assets 50,000 - 50,000 Other assets 305,400 (216,562 ) 88,838 Total assets acquired 361,937 (216,562 ) 145,375 Liabilities assumed: Debt 804,819 (188,560 ) 616,259 Total liabilities assumed 804,819 (188,560 ) 616,259 Net assets acquired (442,882 ) (28,002 ) (470,884 ) Consideration: Value of Common Stock Issued at Acquisition 1,479,000 - 1,479,000 Goodwill $ 1,921,882 $ 28,002 $ 1,949,884 |
Intangible assets | The components of the acquired intangible assets were as follows (in thousands): Amount Useful Life (Years) Licenses (a) $ 50,000 5 $ 50,000 - _____________ (a) U.K Pharmaceutical Wholesale Distribution License | Amount Useful Life (Years) Licenses (a) $ 50,000 5 $ 50,000 - |
Unaudited Supplemental Pro Forma Data | Six months Ended June 30, 2018 2017 Revenues $ 20,822,317 $ 10,421,894 Cost of revenues 19,509,987 9,584,090 Gross profit 1,312,330 837,804 Operating expenses 1,540,663 3,653,255 Operating loss (228,333 ) (2,815,451 ) Other income (expense) (2,039,082 ) (129,492 ) Income tax (expense) (28 ) (32 ) Net loss $ (2,267,443 ) $ (2,944,975 ) Other comprehensive gain (loss) 46,103 (126,677 ) Comprehensive net loss $ (2,221,340 ) $ (3,071,652 ) | Years Ended December 31, 2017 2016 Revenues $ 30,206,825 $ 8,756,772 Cost of revenues 28,256,544 8,128,159 Gross profit 1,950,281 628,613 Operating expenses 6,856,585 991,901 Operating loss (4,906,304 ) (363,288 ) Other income (expense) (1,372,288 ) (506,343 ) Income tax (expense) (2,801 ) 30,803 Net Loss $ (6,281,393 ) $ (838,828 ) Other comprehensive loss (343,766 ) 1,940 Comprehensive net loss $ (6,616,159 ) $ (836,888 ) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes Tables Abstract | |
Schedule of reconciliation of income tax expense | 12/31/2017 12/31/2016 US Income before income taxes $ (6,209,768 ) $ (592,288 ) Taxes under statutory US tax rates $ (2,111,321 ) $ (201,378 ) Increase (decrease) in taxes resulting from: Increase (decrease) in valuation allowance $ 156,724 $ 193,451 Foreign tax rate differential $ 424,810 $ 19,122 Tax Cuts and Jobs Act $ 181,881 $ - Permanent differences $ 1,384,635 $ 360 State taxes $ (31,629 ) $ (11,594 ) Income tax (expense) income $ 5,100 $ (39 ) |
Schedule of deferred tax assets and liabilities | 12/31/2017 12/31/2016 US Net operating loss carry forward $ 399,115 $ 329,848 Greece Net operating loss carry forward 53,177 176,443 Cyprus Net operating loss carry forward 11,274 11,052 United Kingdom Net operating loss carry forward 50,772 11,052 Total deferred tax asset 514,338 517,343 Valuation allowance (514,338 ) (517,343 ) Deferred tax asset, net $ - $ - |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Commitments And Contingencies | ||
Schedule of future minimum operating lease commitments | Years Ended December 31, Amount (USD) Remainder 2018 $ 82,659 2019 $ 160,034 2020 $ 72,281 2021 $ 25,191 2022 $ - Thereafter $ - Total $ 340,165 | Year Ended December 31, Amount (USD) 2018 $ 170,394 2019 $ 164,463 2020 $ 74,255 2021 $ 25,813 2022 $ - Thereafter $ - $ 434,925 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Earnings Per Share | ||
Schedule of Earnings Per Share, Basic and Diluted | Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Weighted average number of common shares outstanding Basic 13,167,364 12,786,438 12,918,417 12,734,183 Potentially dilutive common stock equivalents 62,219 - - - Weighted average number of common and equivalent shares outstanding - Diluted 13,229,583 12,786,438 12,918,417 12,734,183 | 12/31/2017 12/31/2016 Numerator for Basic and Diluted Earnings Per Share: Net (loss) income $ (6,209,768 ) $ (601,002 ) Denominator for Basic Earnings Per Share: Weighted Average Shares 12,780,813 12,564,824 Potentially Dilutive Common Shares - - Adjusted Weighted Average Shares 12,780,813 12,564,824 Basic and Diluted Net (Loss) Income per Share (0.49 ) (0.05 ) |
Schedule of potentially anti-dilutive shares of Common Stock | 2017 2016 Common Stock Warrants 38,824 - Common Stock Options 16,240 80,741 Convertible Debt 622,142 - Total 677,206 80,741 |
STOCK OPTIONS AND WARRANTS (Tab
STOCK OPTIONS AND WARRANTS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Stock Options And Warrants | ||
Schedule of option activity during the year | Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Options Shares Price Term Value Balance Outstanding, December 31, 2017 49,000 $ 1.49 3.19 $ 426,800 Granted 25,000 1.00 4.00 - Forfeited - - - - Exercised - - - - Expired - - - - Balance Outstanding, June 30, 2018 74,000 $ 1.32 2.97 376,340 Exercisable, June 30, 2018 61,500 $ 1.39 2.86 $ 308,715 | Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Options Shares Price Term Value Balance Outstanding, December 31, 2015 24,000 $ 1.00 1.02 $ - Granted 12,000 2.00 4.00 - Forfeited - - - - Exercised (24,000 ) 1.00 - - Expired - - - - Balance Outstanding, December 31, 2016 12,000 $ 2.00 3.75 $ - Granted 37,000 1.32 3.33 - Forfeited - - - - Exercised - - - - Expired - - - - Balance Outstanding, December 31, 2017 49,000 $ 1.49 3.19 $ 426,800 Exercisable, December 31, 2017 49,000 $ 1.49 3.19 $ 426,800 |
Warrants activity valued | December 31, 2017 December 31, 2016 Market value of underlying stock $7.20-$8.50 - Volatility 76.66%-169.29% - Expected term (in years) 1 5.5 - Risk-free interest rate 1.07% - 1.68% - Expected dividend yield None - | |
Warrants | Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Shares Price Term Value Balance Outstanding, December 31, 2017 599,640 $ 7.65 5.29 $ - Granted - - - - Forfeited - - - - Exercised - - - - Expired (10,040 ) - - - Balance Outstanding, June 30, 2018 589,600 $ 7.27 4.88 $ 75,576 Exercisable, June 30, 2018 589,600 $ 7.27 4.88 $ 75,576 | Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Shares Price Term Value Balance Outstanding, December 31, 2015 - $ - - $ - Granted - - - - Forfeited - - - - Exercised - - - - Expired - - - - Balance Outstanding, December 31, 2016 - $ - - $ - Granted 599,640 7.65 5.29 - Forfeited - - - - Exercised - - - - Expired - - - - Balance Outstanding, December 31, 2017 599,640 $ 7.65 5.29 $ 1,725,921 Exercisable, December 31, 2017 10,040 $ 30.00 .30 $ - |
DISAGGREGATION OF REVENUE (Tabl
DISAGGREGATION OF REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disaggregation Of Revenue | |
Revenue disaggregated by country | Country June 30, 2018 June 30, 2017 Belgium $ 1,130 $ - Bulgaria - 3,035 Denmark 186,865 228,448 France 178,382 46,309 Germany 7,955,452 5,168,134 Greece 1,091,495 934,729 Hungary 756,919 122,383 Indonesia 6,607 - Ireland 928,417 428,763 Italy 264,832 117,367 Jordan 33,133 - Netherlands 2,648,166 1,457,962 Poland 566,797 254,813 Portugal - 5,512 Sweden - 9,652 UK 6,204,122 1,451,340 Total $ 20,822,317 $ 10,228,447 |
ORGANIZATION, NATURE OF BUSINES
ORGANIZATION, NATURE OF BUSINESS AND GOING CONCERN (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Estimated Useful Life | 5 years | 5 years |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Estimated Useful Life | 7 years | 7 years |
Office and computer equipment [Member] | Minimum [Member] | ||
Estimated Useful Life | 3 years | 3 years |
Office and computer equipment [Member] | Maximum [Member] | ||
Estimated Useful Life | 5 years | 5 years |
ORGANIZATION, NATURE OF BUSIN_2
ORGANIZATION, NATURE OF BUSINESS AND GOING CONCERN (Details 1) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Organization Nature Of Business And Going Concern | ||||
Weighted average number of common shares outstanding Basic | 13,167,364 | 12,786,438 | 12,918,417 | 12,734,183 |
Potentially dilutive common stock equivalents | 62,219 | |||
Weighted average number of common and equivalent shares outstanding - Diluted | 13,229,583 | 12,786,438 | 12,918,417 | 12,734,183 |
ORGANIZATION AND NATURE OF BU_4
ORGANIZATION AND NATURE OF BUSINESS (Details 1) - Integer | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Organization And Nature Of Business Details 1Abstract | ||
Number of 10% clients | 3 | 2 |
Percentage of total revenue | 49.63% | 52.49% |
Percentage of total AR | 20.68% | 26.09% |
ORGANIZATION, NATURE OF BUSIN_3
ORGANIZATION, NATURE OF BUSINESS AND GOING CONCERN (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Nov. 21, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 10, 2017 | Sep. 27, 2013 | |
State or country of incorporation | Nevada | Nevada | |||||||
Date of incorporation | Jul. 21, 2009 | Jul. 21, 2009 | |||||||
Reverse stock split, description | the Company effected a one-for-ten (1:10) reverse stock split whereby the Company decreased, by a ratio of one-for-ten (1:10) the number of issued and outstanding shares of Common Stock. | ||||||||
Revenues | $ 8,856,888 | $ 6,112,531 | $ 20,822,317 | $ 10,228,447 | $ 30,013,378 | $ 6,755,436 | |||
Cost of revenue | 8,154,554 | 5,632,433 | 19,509,987 | 9,384,657 | 28,057,111 | 6,154,396 | |||
Net loss | 782,389 | $ (839,616) | (2,273,413) | (2,873,350) | (6,209,768) | (601,002) | |||
Working capital deficit | (2,497,796) | (2,497,796) | (4,192,984) | ||||||
Accumulated deficit | $ (9,485,400) | $ (9,485,400) | (7,211,987) | (1,002,219) | |||||
Cash equivalents | 290,857 | 693,570 | |||||||
Value added tax receivable | $ 961,220 | 398,126 | |||||||
Description for periodic inventory system maintenance | A periodic inventory system is maintained by 100% count. | A periodic inventory system is maintained by 100% count. | |||||||
Depreciation expense | $ 11,859 | 7,062 | $ 17,370 | 9,448 | |||||
Intangible asset, useful life | 5 years | 5 years | |||||||
Amortization of intangible assets | $ 4,276 | 3,970 | $ 8,533 | 0 | |||||
Impairment of goodwill | $ 1,949,884 | $ 1,949,884 | |||||||
Impairment of goodwill, percent | 100.00% | 100.00% | 100.00% | ||||||
Amplerissimo Ltd [Member] | |||||||||
Equity ownership percentage | 100.00% | ||||||||
Stock Purchase Agreement [Member] | Decahedron Ltd [Member] | |||||||||
Common stock shares reserved | 170,000 | ||||||||
United States [Member] | |||||||||
Cash equivalents | $ 65,613 | 3,143 | |||||||
Cyprus, Greece, And Bulgaria [Member] | |||||||||
Cash equivalents | 398,841 | $ 19,876 | |||||||
United Kingdom [Member] | |||||||||
Cash equivalents | $ 27,542 | ||||||||
Cyprus [Member] | |||||||||
Income tax rate | 12.50% | 12.50% | |||||||
Greece [Member] | |||||||||
Income tax rate | 29.00% | 29.00% | |||||||
United Kingdom of England [Member] | |||||||||
Income tax rate | 20.00% | 20.00% |
ACQUISITION OF DECAHEDRON, LT_2
ACQUISITION OF DECAHEDRON, LTD. (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Intangible assets | $ 50,000 | $ 50,000 |
Decahedron Ltd [Member] | Preliminary Allocation as of February 10, 2017 [Member] | ||
Current assets | 6,537 | |
Intangible assets | 50,000 | |
Other assets | 305,400 | |
Total assets acquired | 361,937 | |
Liabilities assumed: | ||
Debt | 804,819 | |
Total liabilities assumed | 804,819 | |
Net assets acquired | (442,882) | |
Consideration: | ||
Value of Common Stock Issued at Acquisition | 1,479,000 | |
Goodwill | 1,921,882 | |
Decahedron Ltd [Member] | Allocation Adjustments [Member] | ||
Current assets | ||
Intangible assets | ||
Other assets | (216,562) | |
Total assets acquired | (216,562) | |
Liabilities assumed: | ||
Debt | (188,560) | |
Total liabilities assumed | (188,560) | |
Net assets acquired | (28,002) | |
Consideration: | ||
Value of Common Stock Issued at Acquisition | ||
Goodwill | 28,002 | |
Decahedron Ltd [Member] | Final Allocation [Member] | ||
Current assets | 6,537 | |
Intangible assets | 50,000 | |
Other assets | 88,838 | |
Total assets acquired | 145,375 | |
Liabilities assumed: | ||
Debt | 616,259 | |
Total liabilities assumed | 616,259 | |
Net assets acquired | (470,884) | |
Consideration: | ||
Value of Common Stock Issued at Acquisition | 1,479,000 | |
Goodwill | $ 1,949,884 |
ACQUISITION OF DECAHEDRON, LT_3
ACQUISITION OF DECAHEDRON, LTD. (Details 1) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | ||
Intangible assets | $ 50,000 | $ 50,000 | |
Useful Life (Years) | 5 years | 5 years | |
Licenses [Member] | |||
Intangible assets | $ 50,000 | $ 50,000 | [1] |
[1] | (a) U.K Pharmaceutical Wholesale Distribution License |
ACQUISITION OF DECAHEDRON, LT_4
ACQUISITION OF DECAHEDRON, LTD. (Details 2) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cost of revenues | $ 8,154,554 | $ 5,632,433 | $ 19,509,987 | $ 9,384,657 | $ 28,057,111 | $ 6,154,396 |
Gross profit | 702,334 | 480,098 | 1,312,330 | 843,790 | 1,956,267 | 601,040 |
Operating expenses | 781,119 | 1,276,738 | 1,540,663 | 3,625,258 | 6,828,588 | 803,547 |
Operating loss | (78,785) | (796,640) | (228,333) | (2,781,468) | (4,872,321) | (202,507) |
Income tax (expense) | 28 | 32 | 2,801 | 769 | ||
Other comprehensive loss | $ 963,755 | $ (951,274) | (2,227,101) | (3,000,027) | (6,544,534) | (545,787) |
Decahedron Ltd [Member] | Proforma [Member] | ||||||
Revenues | 20,822,317 | 10,421,894 | 30,206,825 | 8,756,772 | ||
Cost of revenues | 19,509,987 | 9,584,090 | 28,256,544 | 8,128,159 | ||
Gross profit | 1,312,330 | 837,804 | 1,950,281 | 628,613 | ||
Operating expenses | 1,540,663 | 3,653,255 | 6,856,585 | 991,901 | ||
Operating loss | (228,333) | (2,815,451) | (4,906,304) | (363,288) | ||
Other income (expense) | (2,039,082) | (129,492) | (1,372,288) | (506,343) | ||
Income tax (expense) | (28) | (32) | (2,801) | 30,803 | ||
Net Loss | (2,267,443) | (2,944,975) | (6,281,393) | (838,828) | ||
Other comprehensive loss | 46,103 | (126,677) | (343,766) | 1,940 | ||
Comprehensive net loss | $ (2,221,340) | $ (3,071,652) | $ (6,616,159) | $ (836,888) |
ACQUISITION OF DECAHEDRON, LT_5
ACQUISITION OF DECAHEDRON, LTD. (Details Narrative) | Feb. 10, 2017USD ($)Integershares | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($)Integershares |
Business acquisition, name of acquired entity | DECAHEDRON, LTD | |||
Business acquisition outstanding percentage | 100.00% | 100.00% | ||
Number of businesses acquired | Integer | 1 | |||
Business acquisition outstanding shares value | $ 1,479,000 | $ 1,479,000 | ||
Business acquisition outstanding shares in exchange | shares | 170,000 | 170,000 | ||
Adjustment related to other assets and accounts payable | $ 28,002 | |||
Impairment of goodwill | $ 1,949,884 | $ 1,949,884 | ||
Impairment of goodwill, percent | 100.00% | 100.00% | 100.00% | |
Cash acquired on acquisition | $ 40,858 | $ 40,858 | ||
Goodwill | $ 1,949,884 | |||
Acquisition [Member] | ||||
Business acquisition, name of acquired entity | DECAHEDRON, LTD | |||
Number of businesses acquired | Integer | 1 | |||
Revenues | $ 1,335,360 | 4,221,751 | ||
Net Loss | $ 176,785 | $ 441,553 |
PREPAID FINANCING COSTS (Detail
PREPAID FINANCING COSTS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Sep. 28, 2016 | |
Deferred financing costs | $ 0 | |
Synthesis Management Limited [Member] | ||
Advanced for additional financing | $ 133,725 | |
Advisory fees paid | 214,344 | |
Mr. Spyros Papadopoulos [Member] | ||
Advisory fees paid | 706,044 | |
Mr. Spyros Papadopoulos [Member] | From August 8, 2016, through December 31, 2017 [Member] | ||
Advisory fees paid | 1,137,793 | |
Synthesis Multi-Asset Architecture [Member] | ||
Advisory fees paid | $ 217,406 |
INVESTMENTS (Details Narrative)
INVESTMENTS (Details Narrative) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)shares | Jun. 30, 2018CAD ($)shares | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | May 17, 2018shares | Feb. 10, 2017 | |
Equity interest acquired, percentage | 100.00% | 100.00% | |||||||
Gain on exchange of equity investments, net of unrealized loss on change in fair value | $ 1,826,160 | $ 1,826,160 | |||||||
Unrealized loss on exchange of investment | 126,840 | ||||||||
Marathon Global Inc [Member] | |||||||||
Gain on exchange of investment | $ 1,953,000 | ||||||||
Marathon Global Inc [Member] | Distribution and Equity Acquisition Agreement [Member] | |||||||||
Equity interest acquired, percentage | 33.33% | 33.33% | |||||||
Cash received upon repayment for purchase common stock | $ 2,000,000 | ||||||||
Sale of stock, number of shares issued for distribution services | shares | 5,000,000 | 5,000,000 | |||||||
Carrying value of investment | $ 0 | $ 0 | |||||||
Marathon Global Inc [Member] | Distribution and Equity Acquisition Agreement [Member] | Gross Sales [Member] | |||||||||
Cash received upon gross sales | $ 2,750,000 | ||||||||
Gross sales | 6,500,000 | ||||||||
Marathon Global Inc [Member] | Distribution and Equity Acquisition Agreement [Member] | Gross Sales One [Member] | |||||||||
Cash received upon gross sales | $ 2,750,000 | ||||||||
Gross sales | $ 13,000,000 | ||||||||
Kaneh Bosm Biotechnology Inc [Member] | Share Exchange Agreement [Member] | |||||||||
Transfer of shares | shares | 2,500,000 | ||||||||
Kaneh Bosm Biotechnology Inc [Member] | Share Exchange Agreement [Member] | Canadian Securities Exchange [Member] | |||||||||
Exchange of shares | shares | 5,000,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes Details Abstract | ||
Income before income taxes | $ (6,209,768) | $ (592,288) |
Taxes under statutory US tax rates | (2,111,321) | (201,378) |
Increase (decrease) in taxes resulting from: | ||
Increase (decrease) in valuation allowance | 156,724 | 193,451 |
Foreign tax rate differential | 424,810 | 19,122 |
Tax Cuts and Jobs Act | 181,881 | |
Permanent differences | 1,384,635 | 360 |
State taxes | (31,629) | (11,594) |
Income tax (expense) income | $ 5,100 | $ (39) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Total deferred tax asset | $ 514,338 | $ 517,343 |
Valuation allowance | (514,338) | (517,343) |
Deferred tax asset, net | ||
United States [Member] | ||
Net operating loss carry forward | 399,115 | 329,848 |
Greece [Member] | ||
Net operating loss carry forward | 53,177 | 176,443 |
Cyprus [Member] | ||
Net operating loss carry forward | 11,274 | 11,052 |
United Kingdom [Member] | ||
Net operating loss carry forward | $ 50,772 | $ 11,052 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Federal Statutory Income Tax Rate, description | The decrease in the Company's effective tax rate in the previous years was primarily attributable to The Tax Cuts and Jobs Act (the “Act”) , which was enacted on December 22, 2017. The Act reduces the U.S. federal corporate income tax rate from 34% to 21%. | ||
Reduction in net deferred tax assets | $ 181,881 | ||
Taxes payable | $ 1,423,673 | 1,358,789 | $ 1,080,590 |
Accrued other expenses | 86,409 | ||
Interest expense | $ 44,120 | ||
Cyprus [Member] | |||
Net operating loss carry forward | $ 90,194 | ||
Expiration period | 5 years | ||
United Kingdom [Member] | |||
Net operating loss carry forward | $ 406,172 | ||
Greece [Member] | |||
Net operating loss carry forward | $ 183,369 | ||
Expiry | 2,019 | ||
United States [Member] | |||
Net operating loss carry forward | $ 1,504,390 | ||
Expiry | 2,031 |
CAPITAL STRUCTURE (Details Narr
CAPITAL STRUCTURE (Details Narrative) - USD ($) | Apr. 10, 2017 | Apr. 07, 2017 | Mar. 01, 2017 | Nov. 04, 2016 | Jun. 18, 2018 | Dec. 19, 2017 | Nov. 21, 2017 | Jul. 21, 2017 | May 25, 2017 | May 18, 2017 | May 16, 2017 | Apr. 26, 2017 | May 25, 2017 | May 24, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 10, 2017 | Sep. 27, 2013 |
Common stock, shares issued | 13,495,394 | 12,825,393 | 12,587,053 | |||||||||||||||||
Common stock, shares outstanding | 13,336,705 | 12,666,704 | 12,587,053 | |||||||||||||||||
Common stock shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | |||||||||||||||||
Preferred stock shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||||||||||
Common stock value | $ 13,495 | $ 12,825 | $ 12,587 | |||||||||||||||||
Reverse stock split, description | the Company effected a one-for-ten (1:10) reverse stock split whereby the Company decreased, by a ratio of one-for-ten (1:10) the number of issued and outstanding shares of Common Stock. | |||||||||||||||||||
Purchase of treasury stock from officer | (94,495) | |||||||||||||||||||
Related party accrual for repurchase of shares of common stock | 58,010 | 61,422 | ||||||||||||||||||
Reversal of proceeds due from noteholder due to repayment of note | 11,411 | $ 24,044 | ||||||||||||||||||
Post Merger [Member] | ||||||||||||||||||||
Common stock, shares issued | 12,558,553 | |||||||||||||||||||
Common stock, shares outstanding | 12,558,553 | |||||||||||||||||||
Prior to merger [Member] | ||||||||||||||||||||
Common stock, shares issued | 10,000,000 | 10,000,000 | ||||||||||||||||||
Amplerissimo Ltd [Member] | Prior to merger [Member] | ||||||||||||||||||||
Common stock, shares issued | 2,558,553 | 2,558,553 | ||||||||||||||||||
Tranche [Member] | ||||||||||||||||||||
Purchase of treasury stock from officer | $ 33,073 | |||||||||||||||||||
Related party accrual for repurchase of shares of common stock | 61,422 | |||||||||||||||||||
Tranche 1 [Member] | ||||||||||||||||||||
Purchase of treasury stock from officer | 38,470 | |||||||||||||||||||
Reversal of proceeds due from noteholder due to repayment of note | $ 24,044 | |||||||||||||||||||
Stock Purchase Agreement [Member] | Third Party Investor [Member] | ||||||||||||||||||||
Purchase of treasury stock, Shares | 138,689 | |||||||||||||||||||
Purchase of treasury stock from officer | $ 1,387 | |||||||||||||||||||
Former Director [Member] | ||||||||||||||||||||
Stock options granted | 240,000 | |||||||||||||||||||
Proceed from issuance of common stock | $ 24,000 | |||||||||||||||||||
Director [Member] | Stock Purchase Agreement [Member] | ||||||||||||||||||||
Purchase of treasury stock, Shares | 20,000 | |||||||||||||||||||
Purchase of treasury stock from officer | $ (94,495) | |||||||||||||||||||
Officer and Director [Member] | Stock Purchase Agreement [Member] | ||||||||||||||||||||
Due to related party | 61,422 | |||||||||||||||||||
Repurchase of common stock | 15,000 | 20,000 | ||||||||||||||||||
Payment for repurchase of common stock | $ 94,495 | |||||||||||||||||||
Payment for consideration | $ 69,912 | 11,602 | $ 33,073 | |||||||||||||||||
Repayment of remaining balance | $ 63,446 | $ 58,010 | ||||||||||||||||||
Potentially dilutive securities [Member] | Employee [Member] | On January 3, 2017 [Member] | ||||||||||||||||||||
Stock options granted | 12,000 | |||||||||||||||||||
Exercise period | 5 years | |||||||||||||||||||
Exercise price | $ 2 | |||||||||||||||||||
Stock options vested | 12,000 | |||||||||||||||||||
Potentially dilutive securities [Member] | Employee [Member] | On January 1, 2017 [Member] | ||||||||||||||||||||
Stock options granted | 25,000 | |||||||||||||||||||
Exercise period | 4 years | |||||||||||||||||||
Exercise price | $ 1 | |||||||||||||||||||
Stock options vested | 25,000 | |||||||||||||||||||
Potentially dilutive securities [Member] | Employee [Member] | On October 1, 2016 [Member] | ||||||||||||||||||||
Stock options granted | 12,000 | |||||||||||||||||||
Exercise period | 4 years | |||||||||||||||||||
Exercise price | $ 2 | |||||||||||||||||||
Stock options vested | 12,000 | |||||||||||||||||||
Potentially dilutive securities [Member] | Employee [Member] | On January 1, 2018 [Member] | ||||||||||||||||||||
Stock options granted | 25,000 | |||||||||||||||||||
Exercise period | 4 years | |||||||||||||||||||
Exercise price | $ 1 | |||||||||||||||||||
Stock options vested | 12,500 | |||||||||||||||||||
Potentially dilutive securities [Member] | Private Placement [Member] | ||||||||||||||||||||
Stock options granted | 5,000 | |||||||||||||||||||
Common stock value | $ 35,000 | |||||||||||||||||||
Stock options granted fair value | $ 35,000 | |||||||||||||||||||
ArKo European Business & Services [Member] | Consulting agreement Four [Member] | ||||||||||||||||||||
Common stock, shares issued | 20,000 | 20,000 | ||||||||||||||||||
Commencing agreement date | May 25, 2017 | |||||||||||||||||||
Consulting agreement period | 20 months | |||||||||||||||||||
Common stock value | $ 154,000 | $ 154,000 | ||||||||||||||||||
Price per share | $ 7.70 | $ 7.70 | ||||||||||||||||||
Consultant charges | $ 56,138 | $ 45,770 | ||||||||||||||||||
Consulting expense yet to be recognized | $ 97,862 | $ 97,862 | ||||||||||||||||||
ArKo European Business & Services [Member] | Consulting agreement Three [Member] | ||||||||||||||||||||
Common stock, shares issued | 30,000 | |||||||||||||||||||
Commencing agreement date | May 8, 2017 | |||||||||||||||||||
Consulting agreement period | 1 year | |||||||||||||||||||
Common stock value | $ 219,000 | |||||||||||||||||||
Monthly consultant charges | $ 5,000 | |||||||||||||||||||
ArKo European Business & Services [Member] | Consulting Agreement Two [Member] | ||||||||||||||||||||
Common stock, shares issued | 2,000 | 2,000 | ||||||||||||||||||
Commencing agreement date | May 1, 2017 | |||||||||||||||||||
Consulting agreement period | 5 months | |||||||||||||||||||
Common stock value | $ 14,400 | $ 14,400 | ||||||||||||||||||
Price per share | $ 7.20 | $ 7.20 | ||||||||||||||||||
ArKo European Business & Services [Member] | Consulting Agreement one [Member] | ||||||||||||||||||||
Common stock, shares issued | 2,000 | |||||||||||||||||||
Commencing agreement date | May 1, 2017 | |||||||||||||||||||
Commencing terminating date | Jan. 1, 2018 | |||||||||||||||||||
Consulting agreement period | 8 months | |||||||||||||||||||
Common stock value | $ 14,400 | |||||||||||||||||||
ArKo European Business & Services [Member] | Consulting Agreement [Member] | ||||||||||||||||||||
Restricted shares of common stock | 500 | |||||||||||||||||||
Consulting agreement period | 4 months | |||||||||||||||||||
Decahedron Ltd [Member] | Stock Purchase Agreement [Member] | ||||||||||||||||||||
Common stock shares reserved | 170,000 | |||||||||||||||||||
Amplerissimo Ltd [Member] | Equity issued in merger [Member] | Dimitrios Goulielmos [Member] | ||||||||||||||||||||
Common stock, shares issued | 10,000,000 | |||||||||||||||||||
Investor [Member] | Subscription Arrangement [Member] | ||||||||||||||||||||
Stock options granted | 4,580 | 4,670 | ||||||||||||||||||
Price per share | $ 7 | $ 5 | $ 7 | $ 7 | ||||||||||||||||
Common stock value | $ 32,060 | $ 21,500 | $ 5,530 | $ 32,690 | ||||||||||||||||
Common Stock Shares Subscribed | 4,580 | 4,300 | 790 | 4,670 | ||||||||||||||||
Stock options granted fair value | $ 2,375 | $ 130 | $ 1,521 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Nov. 04, 2015 | Dec. 19, 2017 | Nov. 21, 2014 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2018 | May 12, 2017 | Jul. 22, 2009 |
Aggregate forgiveness of related party notes | $ 743 | $ (48,880) | |||||||||||
Shares issued | 13,495,394 | 13,495,394 | 12,825,393 | 12,587,053 | |||||||||
Debt outstanding amount | $ 3,078,442 | $ 3,078,442 | $ 3,110,714 | ||||||||||
Repayment of related party debt | 318,163 | 123,329 | 978,730 | $ 15,300 | |||||||||
Accrued interest | 269,930 | 269,930 | |||||||||||
Revenue | 8,856,888 | 6,112,531 | 20,822,317 | 10,228,447 | 30,013,378 | 6,755,436 | |||||||
Accounts receivable balance | 1,769,814 | 1,769,814 | 1,255,596 | 661,850 | |||||||||
Purchase of treasury stock from officer | (94,495) | ||||||||||||
Related party accrual for repurchase of shares of common stock | 58,010 | 61,422 | |||||||||||
Reversal of proceeds due from noteholder due to repayment of note | 11,411 | 24,044 | |||||||||||
Officers and directors [Member] | |||||||||||||
Shares issued | 2,000,000 | ||||||||||||
Dimitrios Goulielmos [Member] | |||||||||||||
Aggregate forgiveness of related party notes | $ 142,860 | ||||||||||||
Debt instrument decrease accrued interest forgiveness | 806 | ||||||||||||
Due to related party | $ 200,000 | $ 401,115 | |||||||||||
Debt outstanding amount | 72,072 | 72,072 | 83,553 | ||||||||||
Repayment of related party debt | 18,690 | 84,755 | 63,312 | ||||||||||
Interest rate | 2.00% | ||||||||||||
Maturity date | May 11, 2015 | ||||||||||||
Accrued interest | 0 | 0 | 0 | ||||||||||
Ourania Matsouki [Member] | |||||||||||||
Due to related party | 66,121 | 47,479 | |||||||||||
Repayment of related party debt | 120,214 | ||||||||||||
Mr. Siokas [Member] | |||||||||||||
Prepaid balance | 15,454 | 0 | |||||||||||
Debt outstanding amount | 678,316 | 678,316 | |||||||||||
Return of prepayment amount | 17,607 | ||||||||||||
Total compensation amount | 250,000 | ||||||||||||
Mr. Siokas [Member] | January 31, 2018 and February 14, 2018 [Member] | |||||||||||||
Debt outstanding amount | 75,000 | 75,000 | |||||||||||
Repayment of related party debt | 60,000 | ||||||||||||
Additional borrowing | 135,000 | 135,000 | |||||||||||
Grigorios Siokas [Member] | |||||||||||||
Due to related party | $ 10,906 | ||||||||||||
Repayment of related party debt | $ 10,552 | ||||||||||||
Grigorios Siokas [Member] | On October 1, 2016 [Member] | |||||||||||||
Due to related party | 5,276 | 5,276 | 5,276 | ||||||||||
Debt outstanding amount | 7,009 | $ 7,009 | 7,213 | ||||||||||
Short term debt, borrowing capacity | $ 1,202 | ||||||||||||
Maturity date | Oct. 1, 2017 | Oct. 1, 2017 | |||||||||||
Grigorios Siokas [Member] | Loan payable [Member] | |||||||||||||
Due to related party | 811,479 | $ 811,479 | $ 749,717 | 95,496 | |||||||||
Debt outstanding amount | 858,516 | ||||||||||||
Repayment of related party debt | 133,163 | ||||||||||||
MediHelm S.A. [Member] | |||||||||||||
Prepaid balance | 2,543,172 | 2,543,172 | 1,952,349 | ||||||||||
Accounts payable balance | 447,902 | 447,902 | 385,485 | ||||||||||
Revenue | 149,447 | ||||||||||||
Accounts receivable balance | 228,869 | 228,869 | 171,390 | ||||||||||
SkyPharm [Member] | |||||||||||||
Short term debt, borrowing capacity | 315,386 | 315,386 | 6,728,606 | $ 2,404,400 | |||||||||
Accrued interest | $ 349,485 | 349,485 | |||||||||||
Revenue | 615,238 | 535,620 | |||||||||||
Purchase of products | 6,570,798 | 3,313,356 | |||||||||||
SkyPharm [Member] | MediHelm S.A. [Member] | |||||||||||||
Payments to acquire businesses | 10,202,135 | 701,937 | |||||||||||
Revenue | 1,429,784 | ||||||||||||
DOC Pharma S.A. [Member] | |||||||||||||
Prepaid balance | 1,759,732 | 1,759,732 | 933,425 | ||||||||||
Net prepaid balance | 1,682,301 | 1,682,301 | 772,623 | ||||||||||
Due to related party | 69 | 69 | 69 | ||||||||||
Accounts payable balance | 77,431 | 77,431 | 160,801 | ||||||||||
Payments to acquire businesses | 5,349,187 | 3,218,392 | |||||||||||
Revenue | 0 | $ 195,372 | |||||||||||
Purchase of products | 3,064,370 | 1,898,134 | |||||||||||
Mr. Konstantinos Vassilopoulos [Member] | |||||||||||||
Prepaid balance | $ 0 | ||||||||||||
Borrowed and repaid | $ 125,000 | ||||||||||||
MediHelm S.A. [Member] | Dimitrios Goulielmos [Member] | |||||||||||||
Due to related party | 220,988 | 220,988 | 233,118 | ||||||||||
Decahedron [Member] | |||||||||||||
Purchase of products | 582,885 | $ 57,394 | |||||||||||
Decahedron [Member] | MediHelm S.A. [Member] | |||||||||||||
Payments to acquire businesses | 784,272 | ||||||||||||
Tranche 1 [Member] | |||||||||||||
Purchase of treasury stock from officer | 38,470 | ||||||||||||
Reversal of proceeds due from noteholder due to repayment of note | 24,044 | ||||||||||||
Tranche [Member] | |||||||||||||
Purchase of treasury stock from officer | 33,073 | ||||||||||||
Related party accrual for repurchase of shares of common stock | 61,422 | ||||||||||||
Stock Purchase Agreement [Member] | Director [Member] | |||||||||||||
Purchase of treasury stock from officer | $ (94,495) | ||||||||||||
Purchase of treasury stock, Shares | 20,000 | ||||||||||||
Loan agreement [Member] | DOC Pharma S.A. [Member] | |||||||||||||
Debt outstanding amount | 14,017 | 14,017 | 14,426 | ||||||||||
Accrued interest | 704 | 704 | 572 | ||||||||||
Loan agreement [Member] | DOC Pharma S.A. [Member] | On November 1, 2015 [Member] | |||||||||||||
Short term debt, borrowing capacity | $ 12,662 | 12,662 | 12,662 | ||||||||||
Payment of miscellaneous bills | $ 12,662 | $ 12,662 | |||||||||||
Interest rate | 2.00% | 2.00% | |||||||||||
Maturity date | Oct. 31, 2016 | Oct. 31, 2016 |
CONVERTIBLE DEBT (Details Narra
CONVERTIBLE DEBT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Feb. 20, 2018 | Feb. 19, 2018 | Nov. 15, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 24, 2018 | |
Convertible notes payable, principal amount | $ 1,311,286 | $ 1,311,286 | ||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Debt discount | $ 3,216,000 | $ 3,216,000 | $ 3,350,000 | |||||||
Fair Value of Warrants | 368,003 | |||||||||
Debt outstanding amount | 3,078,442 | 3,078,442 | 3,110,714 | |||||||
Repayment of debt | 239,286 | |||||||||
Amortization of debt discount | $ 392,272 | 1,668,926 | 360,890 | |||||||
Beneficial conversion feature | 34,719 | |||||||||
Loss on extinguishment of debt | (1,464,698) | |||||||||
Outstanding principal balance | $ 2,109,281 | $ 2,109,281 | ||||||||
Securities Purchase Agreement [Member] | Warrant [Member] | ||||||||||
Common stock shares issuable upon conversion of debt/convertible securities | 536,000 | 536,000 | ||||||||
Common stock, par value | $ 5 | |||||||||
Proceeds from issuance of warrants | $ 2,686,000 | |||||||||
Legal fees | $ 74,000 | |||||||||
Maturity period | 5 years | 5 years | ||||||||
Warrants exercise price | $ 7.50 | $ 7.50 | ||||||||
Fair Value of Warrants | $ 1,545,288 | $ 1,545,288 | ||||||||
Terms of Blocker Provision | <font style="font: 10pt Times New Roman, Times, Serif">A blocker provision which prevents any holder from converting or exercising, as applicable, the Notes or the Warrants, into shares of Common Stock if its beneficial ownership of the Common Stock would exceed 4.99% (subject to adjustment not to exceed 9.99%) of the Companys issued and outstanding Common Stock (each, a Blocker).</font><p style="text-align: justify"></p></p>" id="sjs-B21"><p style="margin: 0in; margin-bottom: 0pt; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">A blocker provision which prevents any holder from converting or exercising, as applicable, the Notes or the Warrants, into shares of Common Stock if its beneficial ownership of the Common Stock would exceed 4.99% (subject to adjustment not to exceed 9.99%) of the Company’s issued and outstanding Common Stock (each, a “Blocker”).</font><p style="text-align: justify"></p></p> | Blocker provision which prevents any holder from converting or exercising, as applicable, the Notes or the Warrants, into shares of Common Stock if its beneficial ownership of the Common Stock would exceed 4.99% (subject to adjustment not to exceed 9.99%) of the Company's issued and outstanding Common Stock (each, a "Blocker") | ||||||||
Amortization of interest expense | $ 347,418 | |||||||||
Securities Purchase Agreement [Member] | Warrant [Member] | Leak-out Agreement [Member] | ||||||||||
Convertible notes payable, principal amount | $ 3,350,000 | |||||||||
Debt discount | $ 240,000 | |||||||||
Terms of agreement | <font style="font: 10pt Times New Roman, Times, Serif">As a condition to the closing of the Financing, each Buyer, severally, was required to execute a leak-out agreement (each, a “Leak-Out Agreement”) restricting such Buyer’s sale of shares of Common Stock underlying the Notes and Warrants on any Trading Day to not more than such Buyer’s pro rata allocation of the greater of (x) sales with net proceeds of an aggregate of $20,000 or (y) twenty-five (25%) percent of the daily average trading volume of the Company’s Common Stock. If after the closing of the Financing there is no Event of Default under the Notes, the VWAP of the Company’s Common Stock for three (3) trading days is less than $1.50 per share, the Company may further restrict the Buyers from selling at less than $1.50 per share; provided that the portion of the Notes subject to redemption on each Installment Date shall thereafter double.</font></p>" id="sjs-B26"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">As a condition to the closing of the Financing, each Buyer, severally, was required to execute a leak-out agreement (each, a “Leak-Out Agreement”) restricting such Buyer’s sale of shares of Common Stock underlying the Notes and Warrants on any Trading Day to not more than such Buyer’s pro rata allocation of the greater of (x) sales with net proceeds of an aggregate of $20,000 or (y) twenty-five (25%) percent of the daily average trading volume of the Company’s Common Stock. If after the closing of the Financing there is no Event of Default under the Notes, the VWAP of the Company’s Common Stock for three (3) trading days is less than $1.50 per share, the Company may further restrict the Buyers from selling at less than $1.50 per share; provided that the portion of the Notes subject to redemption on each Installment Date shall thereafter double.</font></p> | As a condition to the closing of the Financing, each Buyer, severally, will be required to execute a leak-out agreement (each, a Leak-Out Agreement) restricting such Buyers sale of shares of Common Stock underlying the Notes and Warrants on any Trading Day to not more than such Buyers pro rata allocation of the greater of (x) sales with net proceeds of an aggregate of $20,000 or (y) twenty-five (25%) percent of the daily average trading volume of the Companys Common Stock. If after the closing of the Financing there is no Event of Default under the Notes, the VWAP of the Companys Common Stock for three (3) trading days is less than $1.50 per share, the Company may further restrict the Buyers from selling at less than $1.50 per share; provided that the portion of the Notes subject to redemption on each Installment Date shall thereafter double.</p>" id="sjs-D26"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As a condition to the closing of the Financing, each Buyer, severally, will be required to execute a leak-out agreement (each, a “Leak-Out Agreement”) restricting such Buyer’s sale of shares of Common Stock underlying the Notes and Warrants on any Trading Day to not more than such Buyer’s pro rata allocation of the greater of (x) sales with net proceeds of an aggregate of $20,000 or (y) twenty-five (25%) percent of the daily average trading volume of the Company’s Common Stock. If after the closing of the Financing there is no Event of Default under the Notes, the VWAP of the Company’s Common Stock for three (3) trading days is less than $1.50 per share, the Company may further restrict the Buyers from selling at less than $1.50 per share; provided that the portion of the Notes subject to redemption on each Installment Date shall thereafter double.</p> | ||||||||
Conditional proceeds from sale of common stock under the agreement | $ 20,000 | $ 20,000 | ||||||||
Terms of commission to placement agent | <font style="font: 10pt Times New Roman, Times, Serif">placement agent, received a cash commission for the transaction equal to eight (8%) percent of the total gross proceeds of the offering, or $240,000 and the issuance of five-year warrants to purchase eight (8%) percent of the shares of common stock issued or issuable in this offering (excluding shares of common stock issuable upon exercise of any warrants issued to investors), or 53,600 shares; and, will receive eight (8%) percent of any cash proceeds received from the exercise of any warrants sold in the offering with an expiration equal to or less than twenty-four (24) months.</font></p>" id="sjs-D28"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">placement agent, received a cash commission for the transaction equal to eight (8%) percent of the total gross proceeds of the offering, or $240,000 and the issuance of five-year warrants to purchase eight (8%) percent of the shares of common stock issued or issuable in this offering (excluding shares of common stock issuable upon exercise of any warrants issued to investors), or 53,600 shares; and, will receive eight (8%) percent of any cash proceeds received from the exercise of any warrants sold in the offering with an expiration equal to or less than twenty-four (24) months.</font></p> | |||||||||
Securities Purchase Agreement [Member] | Warrant [Member] | Registration Rights Agreement [Member] | ||||||||||
Terms of agreement | <font style="font: 10pt Times New Roman, Times, Serif">The Company filed, within thirty (30) days of the Closing, a registration statement covering one hundred fifty (150%) percent of the maximum number of shares, underlying the Notes and Warrants pursuant to a registration rights agreement with the Buyers (the Registration Rights Agreement).</font></p>" id="sjs-B30"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The Company filed, within thirty (30) days of the Closing, a registration statement covering one hundred fifty (150%) percent of the maximum number of shares, underlying the Notes and Warrants pursuant to a registration rights agreement with the Buyers (the “Registration Rights Agreement”).</font></p> | The Company is required to file, within thirty (30) days of the Closing, a registration statement covering one hundred fifty (150%) percent of the maximum number of shares, underlying the Notes and Warrants pursuant to a registration rights agreement with the Buyers (the "Registration Rights Agreement") | ||||||||
Securities Purchase Agreement [Member] | Senior Convertible Notes [Member] | ||||||||||
Common stock shares issuable upon conversion of debt/convertible securities | 670,000 | |||||||||
Common stock, par value | $ 0.001 | |||||||||
Convertible debt, description | The Company shall pre-deliver up to 6,700,000 shares of Common Stock to the Buyers in connection therewith (the 'Pre-Delivery Shares'). Eighty-five (85%) percent of any cash proceeds received by the Buyers from the sale of Pre-Delivery Shares shall be applied against the particular installment amount due on such Installment Date under the Note. No interest will accrue under the Notes unless and until an Event of Default (as defined) has occurred and is not cured | |||||||||
Event of default conversion price, description | Upon an Event of Default (as defined), the Buyers may convert at an alternative conversion price equal to the lower of the then applicable Conversion Price or seventy-five (75%) percent of the Volume-Weighted Average Price (as defined, the "VWAP") | |||||||||
Debt discount | $ 1,140,711 | |||||||||
Customary events of default, description | The Notes include customary Events of Default and provide that the Buyers may require the Company to redeem (regardless of whether the Event of Default has been cured) all or a portion of the Notes at a redemption premium of one hundred twenty-five (125%) percent, multiplied by the greater of the conversion rate and the then current market price. The Buyers may also require redemption of the Notes upon a Change of Control (as defined) at a premium of one hundred twenty-five (125%) percent | |||||||||
Debt original issue discount | $ 350,000 | |||||||||
Purchase price charged to financing costs | 240,000 | |||||||||
Securities Purchase Agreement [Member] | Senior Convertible Note 1 [Member] | Institutional investors [Member] | ||||||||||
Convertible notes payable, principal amount | 3,000,000 | |||||||||
Securities Purchase Agreement [Member] | Senior Convertible Note 2 [Member] | Institutional investors [Member] | ||||||||||
Convertible notes payable, principal amount | $ 3,350,000 | |||||||||
Exchange Agreements [Member] | Senior Convertible Notes [Member] | ||||||||||
Convertible notes payable, principal amount | $ 2,871,429 | |||||||||
Common stock, par value | $ 5 | |||||||||
Convertible debt, description | <font style="font: 10pt Times New Roman, Times, Serif">The Company evaluated the debt modification in accordance with ASC 470-50 and concluded that the debt qualified for debt extinguishment as the 10% cash flow test was met.</font></p>" id="sjs-B47"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The Company evaluated the debt modification in accordance with ASC 470-50 and concluded that the debt qualified for debt extinguishment as the 10% cash flow test was met.</font></p> | |||||||||
Event of default conversion price, description | <font style="font: 10pt Times New Roman, Times, Serif">Upon an Event of Default (as defined), the Buyers may convert at an alternative conversion price equal to the lower of the then applicable Conversion Price or seventy-five (75%) percent of the Volume-Weighted Average Price (as defined, the “VWAP”).</font></p>" id="sjs-B48"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">Upon an Event of Default (as defined), the Buyers may convert at an alternative conversion price equal to the lower of the then applicable Conversion Price or seventy-five (75%) percent of the Volume-Weighted Average Price (as defined, the “VWAP”).</font></p> | |||||||||
Debt discount | $ 2,596,838 | |||||||||
Customary events of default, description | <font style="font: 10pt Times New Roman, Times, Serif">The Notes include customary Events of Default and provide that the Buyers may require the Company to redeem (regardless of whether the Event of Default has been cured) all or a portion of the Notes at a redemption premium of one hundred twenty-five (125%) percent, multiplied by the greater of the conversion rate and the then current market price. The Buyers may also require redemption of the Notes upon a Change of Control (as defined) at a premium of one hundred twenty-five (125%) percent.</font></p>" id="sjs-B50"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The Notes include customary Events of Default and provide that the Buyers may require the Company to redeem (regardless of whether the Event of Default has been cured) all or a portion of the Notes at a redemption premium of one hundred twenty-five (125%) percent, multiplied by the greater of the conversion rate and the then current market price. The Buyers may also require redemption of the Notes upon a Change of Control (as defined) at a premium of one hundred twenty-five (125%) percent.</font></p> | |||||||||
Existing note description | <font style="font: 10pt Times New Roman, Times, Serif">(i) the New Note was not convertible into shares of the Company’s common stock (the “Common Stock”) until April 20, 2018; (ii) all future cash installment payments under such New Note will be made at a redemption price equal to 112% of the applicable installment amount; (iii) the Company’s existing obligation to initially deliver pre-delivery shares of its common stock to the holder of such New Note was deferred until April 20, 2018; and (iv) at any time on or before June 20, 2018, the Company had the right, at its option, to redeem all, or any part, of the amounts then outstanding under such New Note in cash at a redemption price equal to 125% of such amounts then outstanding under such New Note.</font></p>" id="sjs-B51"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">(i) the New Note was not convertible into shares of the Company’s common stock (the “Common Stock”) until April 20, 2018; (ii) all future cash installment payments under such New Note will be made at a redemption price equal to 112% of the applicable installment amount; (iii) the Company’s existing obligation to initially deliver pre-delivery shares of its common stock to the holder of such New Note was deferred until April 20, 2018; and (iv) at any time on or before June 20, 2018, the Company had the right, at its option, to redeem all, or any part, of the amounts then outstanding under such New Note in cash at a redemption price equal to 125% of such amounts then outstanding under such New Note.</font></p> | |||||||||
Cash proceeds received by holders | 85.00% | |||||||||
Additional paid in capital | $ 1,140,711 | |||||||||
Aggregate indebtedness | 12,000,000 | |||||||||
Per-delivery shares issued | 670,001 | |||||||||
Exchange Agreements [Member] | New Notes [Member] | ||||||||||
Convertible notes payable, principal amount | 3,216,000 | |||||||||
Debt discount | 3,216,000 | 1,140,711 | ||||||||
Amortization of debt discount | $ 405,743 | |||||||||
Debt original issue discount | 336,000 | |||||||||
Beneficial conversion feature | 2,880,000 | |||||||||
Loss on extinguishment of debt | 1,464,698 | |||||||||
Adjustments to beneficial conversion feature and issue of debt discount | $ 1,739,289 |
DEBT (Details Narrative)
DEBT (Details Narrative) | May 12, 2017USD ($) | May 05, 2017USD ($) | Apr. 10, 2017USD ($) | Mar. 16, 2017USD ($) | Aug. 04, 2016USD ($)shares | Mar. 04, 2016USD ($) | Feb. 05, 2016USD ($) | Jan. 06, 2016USD ($) | Nov. 05, 2015USD ($) | Mar. 04, 2015USD ($) | May 31, 2018USD ($) | Mar. 16, 2018USD ($) | Feb. 19, 2018USD ($) | Jan. 18, 2018USD ($) | May 16, 2017USD ($) | Mar. 23, 2017USD ($)shares | Mar. 20, 2017USD ($) | Dec. 31, 2016USD ($) | Oct. 18, 2016USD ($) | May 24, 2016USD ($) | Apr. 22, 2016USD ($) | Apr. 19, 2016USD ($) | Nov. 16, 2015USD ($) | Jun. 30, 2018USD ($)shares | Jun. 30, 2018CAD ($)shares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Apr. 02, 2018USD ($) | Mar. 31, 2018USD ($) | Nov. 16, 2017USD ($) | Sep. 30, 2017USD ($) | Jul. 31, 2017USD ($) | Jun. 30, 2017USD ($) | Jan. 31, 2017USD ($) | Nov. 30, 2016USD ($) | Oct. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 13, 2016USD ($) | May 04, 2016USD ($) | Dec. 31, 2015USD ($) |
Debt outstanding amount | $ 3,078,442 | $ 3,110,714 | ||||||||||||||||||||||||||||||||||||||
Accrued interest | 269,930 | |||||||||||||||||||||||||||||||||||||||
Repayment of debt | 239,286 | |||||||||||||||||||||||||||||||||||||||
Debt discount | 3,216,000 | 3,350,000 | ||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 392,272 | 1,668,926 | 360,890 | |||||||||||||||||||||||||||||||||||||
Cash received | $ 40,858 | 40,858 | ||||||||||||||||||||||||||||||||||||||
CEO [Member] | ||||||||||||||||||||||||||||||||||||||||
Percentage of wholly-owned subsidiary shares | 51.00% | |||||||||||||||||||||||||||||||||||||||
TFF [Member] | ||||||||||||||||||||||||||||||||||||||||
Short term debt borrowing capacity | $ 15,000,000 | |||||||||||||||||||||||||||||||||||||||
Libor rate description | <font style="font: 10pt Times New Roman, Times, Serif">(i) all lending in U.S. dollars is the one-month LIBOR plus six (6%) percent margin; and (ii) for all lending in Euro, the one-month Euribor Rate plus six (6%) percent per annum, commencing June 1, 2018.</font></p>" id="sjs-Y12"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">(i) all lending in U.S. dollars is the one-month LIBOR plus six (6%) percent margin; and (ii) for all lending in Euro, the one-month Euribor Rate plus six (6%) percent per annum, commencing June 1, 2018.</font></p> | <font style="font: 10pt Times New Roman, Times, Serif">(i) all lending in U.S. dollars is the one-month LIBOR plus six (6%) percent margin; and (ii) for all lending in Euro, the one-month Euribor Rate plus six (6%) percent per annum, commencing June 1, 2018.</font></p>" id="sjs-Z12"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">(i) all lending in U.S. dollars is the one-month LIBOR plus six (6%) percent margin; and (ii) for all lending in Euro, the one-month Euribor Rate plus six (6%) percent per annum, commencing June 1, 2018.</font></p> | ||||||||||||||||||||||||||||||||||||||
Trade Facility Agreements [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt outstanding amount | $ 5,866,910 | |||||||||||||||||||||||||||||||||||||||
Payment of interest and principal | $ 1,168,100 | |||||||||||||||||||||||||||||||||||||||
On April 18, 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||
Maturity date | Dec. 31, 2021 | Dec. 31, 2021 | ||||||||||||||||||||||||||||||||||||||
Libor rate description | <font style="font: 10pt Times New Roman, Times, Serif">Additionally, the interest rate was amended such that the interest rate for all advances is 4% plus the 3-Month Libor rate.</font></p>" id="sjs-Y18"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">Additionally, the interest rate was amended such that the interest rate for all advances is 4% plus the 3-Month Libor rate.</font></p> | <font style="font: 10pt Times New Roman, Times, Serif">Additionally, the interest rate was amended such that the interest rate for all advances is 4% plus the 3-Month Libor rate.</font></p>" id="sjs-Z18"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">Additionally, the interest rate was amended such that the interest rate for all advances is 4% plus the 3-Month Libor rate.</font></p> | ||||||||||||||||||||||||||||||||||||||
Gain on debt settlement | $ 23,924 | |||||||||||||||||||||||||||||||||||||||
Loan Facility July 6, 2017 [Member] | ||||||||||||||||||||||||||||||||||||||||
Fees forgiven related to advance | 40,000 | |||||||||||||||||||||||||||||||||||||||
SkyPharm [Member] | ||||||||||||||||||||||||||||||||||||||||
Short term debt borrowing capacity | $ 2,404,400 | 6,728,606 | $ 315,386 | |||||||||||||||||||||||||||||||||||||
Accrued interest | $ 349,485 | |||||||||||||||||||||||||||||||||||||||
Description for the repayment | The total facility will be calculated as 95% of the agreed upon value of Decahedrons receivables. | |||||||||||||||||||||||||||||||||||||||
Term of credit facility | 12 months | |||||||||||||||||||||||||||||||||||||||
Credit facility origination fee, percentage | 2.00% | |||||||||||||||||||||||||||||||||||||||
Monthly credit fee, percentage | 1.00% | |||||||||||||||||||||||||||||||||||||||
SkyPharm [Member] | Trade Facility Agreements [Member] | ||||||||||||||||||||||||||||||||||||||||
Short term debt borrowing capacity | $ 2,464,000 | |||||||||||||||||||||||||||||||||||||||
Description for the repayment | The total facility will be calculated as 95% of the agreed upon value of Decahedrons receivables. | |||||||||||||||||||||||||||||||||||||||
Term of credit facility | 12 months | |||||||||||||||||||||||||||||||||||||||
Credit facility origination fee, percentage | 2.00% | |||||||||||||||||||||||||||||||||||||||
Monthly credit fee, percentage | 1.00% | |||||||||||||||||||||||||||||||||||||||
Additional gain on settlement of debt | $ 332,640 | |||||||||||||||||||||||||||||||||||||||
Maximum aggregate amount supplement deed | $ 18,480,000 | |||||||||||||||||||||||||||||||||||||||
SkyPharm [Member] | Trade Facility Agreements [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||
Short term debt borrowing capacity | $ 2,464,000 | |||||||||||||||||||||||||||||||||||||||
SkyPharm [Member] | Trade Facility Agreements [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||
Short term debt borrowing capacity | $ 7,392,000 | |||||||||||||||||||||||||||||||||||||||
SkyPharm [Member] | MediHelm S.A. [Member] | ||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 36,066 | 69,269 | ||||||||||||||||||||||||||||||||||||||
Monthly fees | 376,082 | |||||||||||||||||||||||||||||||||||||||
Origination fees | 137,063 | 125,435 | ||||||||||||||||||||||||||||||||||||||
Second amendment to loan facility agreement [Member] | SkyPharm [Member] | ||||||||||||||||||||||||||||||||||||||||
Short term debt borrowing capacity | $ 2,664,960 | $ 452,471 | 70,000 | $ 452,471 | $ 382,327 | $ 155,516 | $ 250,000 | $ 100,000 | $ 174,000 | |||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||
Maturity date | Aug. 4, 2016 | |||||||||||||||||||||||||||||||||||||||
Debt outstanding amount | 3,117,287 | |||||||||||||||||||||||||||||||||||||||
Accrued interest | 221,657 | |||||||||||||||||||||||||||||||||||||||
Description for the repayment | The amounts owed under the A&R Loan Facility shall be repayable upon the earlier of (i) seventy five days following the demand of the Lender; or (ii) August 31, 2018.</p>" id="sjs-Q51"><p style="margin: 0">The amounts owed under the A&R Loan Facility shall be repayable upon the earlier of (i) seventy five days following the demand of the Lender; or (ii) August 31, 2018.</p> | |||||||||||||||||||||||||||||||||||||||
Common stock shares reserved | shares | 1,000,000 | |||||||||||||||||||||||||||||||||||||||
Debt discount | 126,624 | 42,149 | 126,624 | |||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 88,322 | 14,507 | ||||||||||||||||||||||||||||||||||||||
Amendment to loan facility agreement [Member] | SkyPharm [Member] | ||||||||||||||||||||||||||||||||||||||||
Short term debt borrowing capacity | $ 1,533,020 | |||||||||||||||||||||||||||||||||||||||
Debt outstanding amount | $ 240,251 | |||||||||||||||||||||||||||||||||||||||
Loan facility agreement [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt discount | 191,034 | |||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 38,016 | |||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 23,639 | |||||||||||||||||||||||||||||||||||||||
Total amortized | 114,158 | |||||||||||||||||||||||||||||||||||||||
Loan facility agreement [Member] | SkyPharm [Member] | ||||||||||||||||||||||||||||||||||||||||
Short term debt borrowing capacity | $ 1,292,769 | |||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||
Description for the repayment | <font style="font: 10pt Times New Roman, Times, Serif">The amounts owed under the Loan Facility shall be repayable upon the earlier of (i) three months following the demand of the lender; or (ii) August 31, 2018. No prepayment is permitted pursuant to the terms of the Loan Facility</font></p>" id="sjs-F66"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The amounts owed under the Loan Facility shall be repayable upon the earlier of (i) three months following the demand of the lender; or (ii) August 31, 2018. No prepayment is permitted pursuant to the terms of the Loan Facility</font></p> | |||||||||||||||||||||||||||||||||||||||
Loan facility agreement [Member] | Grigorios Siokas [Member] | Synthesis facility agreement [Member] | ||||||||||||||||||||||||||||||||||||||||
Common stock shares reserved | shares | 10,000,000 | |||||||||||||||||||||||||||||||||||||||
Loan Agreement 11 [Member] | ||||||||||||||||||||||||||||||||||||||||
Short term debt borrowing capacity | $ 10,552 | |||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||
Maturity date | Oct. 18, 2017 | |||||||||||||||||||||||||||||||||||||||
Accrued interest | 655 | |||||||||||||||||||||||||||||||||||||||
Repayment of debt | 12,022 | |||||||||||||||||||||||||||||||||||||||
Loan Agreement 10 [Member] | ||||||||||||||||||||||||||||||||||||||||
Short term debt borrowing capacity | $ 52,760 | |||||||||||||||||||||||||||||||||||||||
Interest rate | 6.00% | |||||||||||||||||||||||||||||||||||||||
Maturity date | May 24, 2017 | |||||||||||||||||||||||||||||||||||||||
Accrued interest | 1,533 | |||||||||||||||||||||||||||||||||||||||
Repayment of debt | 60,110 | |||||||||||||||||||||||||||||||||||||||
Loan Agreement 9 [Member] | ||||||||||||||||||||||||||||||||||||||||
Short term debt borrowing capacity | $ 40,098 | |||||||||||||||||||||||||||||||||||||||
Interest rate | 6.00% | |||||||||||||||||||||||||||||||||||||||
Maturity date | Apr. 22, 2017 | |||||||||||||||||||||||||||||||||||||||
Accrued interest | 2,136 | |||||||||||||||||||||||||||||||||||||||
Repayment of debt | 45,684 | |||||||||||||||||||||||||||||||||||||||
Loan Agreement 8 [Member] | ||||||||||||||||||||||||||||||||||||||||
Short term debt borrowing capacity | $ 105,520 | |||||||||||||||||||||||||||||||||||||||
Interest rate | 6.00% | |||||||||||||||||||||||||||||||||||||||
Maturity date | Apr. 19, 2017 | |||||||||||||||||||||||||||||||||||||||
Accrued interest | 3,727 | |||||||||||||||||||||||||||||||||||||||
Repayment of debt | 120,220 | |||||||||||||||||||||||||||||||||||||||
Loan Agreement 7 [Member] | ||||||||||||||||||||||||||||||||||||||||
Short term debt borrowing capacity | $ 52,760 | $ 52,760 | ||||||||||||||||||||||||||||||||||||||
Interest rate | 6.00% | |||||||||||||||||||||||||||||||||||||||
Maturity date | Mar. 4, 2017 | |||||||||||||||||||||||||||||||||||||||
Accrued interest | 1,413 | |||||||||||||||||||||||||||||||||||||||
Repayment of debt | 120,220 | |||||||||||||||||||||||||||||||||||||||
Loan Agreement 6 [Member] | ||||||||||||||||||||||||||||||||||||||||
Short term debt borrowing capacity | $ 21,104 | $ 158,280 | ||||||||||||||||||||||||||||||||||||||
Interest rate | 6.00% | 6.00% | ||||||||||||||||||||||||||||||||||||||
Accrued interest | 483 | 1,226 | 483 | |||||||||||||||||||||||||||||||||||||
Repayment of debt | 24,044 | 158,280 | ||||||||||||||||||||||||||||||||||||||
Loan Agreement 5 [Member] | Third party [Member] | ||||||||||||||||||||||||||||||||||||||||
Short term debt borrowing capacity | $ 32,718 | |||||||||||||||||||||||||||||||||||||||
Repayment of debt | 31,656 | |||||||||||||||||||||||||||||||||||||||
Loan Agreement 5 [Member] | Panagiotis Drakopoulos [Member] | ||||||||||||||||||||||||||||||||||||||||
Short term debt borrowing capacity | $ 32,718 | |||||||||||||||||||||||||||||||||||||||
Repayment of debt | 20,437 | 13,718 | ||||||||||||||||||||||||||||||||||||||
Loan Agreement 4 [Member] | Panagiotis Drakopoulos [Member] | ||||||||||||||||||||||||||||||||||||||||
Short term debt borrowing capacity | $ 43,624 | |||||||||||||||||||||||||||||||||||||||
Interest rate | 6.00% | |||||||||||||||||||||||||||||||||||||||
Maturity date | Nov. 15, 2016 | |||||||||||||||||||||||||||||||||||||||
Debt outstanding amount | $ 20,437 | |||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 2,477 | |||||||||||||||||||||||||||||||||||||||
Loan Agreement 3 [Member] | ||||||||||||||||||||||||||||||||||||||||
Short term debt borrowing capacity | $ 87,248 | $ 5,841 | ||||||||||||||||||||||||||||||||||||||
Proceeds from debt | 76,342 | |||||||||||||||||||||||||||||||||||||||
Interest rate | 5.00% | |||||||||||||||||||||||||||||||||||||||
Maturity date | Nov. 5, 2016 | |||||||||||||||||||||||||||||||||||||||
Debt outstanding amount | 68,588 | 5,841 | $ 68,588 | |||||||||||||||||||||||||||||||||||||
Accrued interest | 4,087 | |||||||||||||||||||||||||||||||||||||||
Repayment of debt | 66,121 | |||||||||||||||||||||||||||||||||||||||
Repayments of accounts receivable | 12,022 | |||||||||||||||||||||||||||||||||||||||
Loan Agreement 2 [Member] | ||||||||||||||||||||||||||||||||||||||||
Short term debt borrowing capacity | $ 21,812 | $ 1,752,150 | ||||||||||||||||||||||||||||||||||||||
Proceeds from debt | 10,906 | |||||||||||||||||||||||||||||||||||||||
Interest rate | 1.00% | 4.70% | ||||||||||||||||||||||||||||||||||||||
Maturity date | Nov. 5, 2016 | Mar. 18, 2019 | ||||||||||||||||||||||||||||||||||||||
Debt outstanding amount | 1,848,000 | 12,022 | ||||||||||||||||||||||||||||||||||||||
Accrued interest | 23,466 | 138 | ||||||||||||||||||||||||||||||||||||||
Repayment of debt | $ 2,110 | 11,681 | 9,618 | |||||||||||||||||||||||||||||||||||||
Loan Agreement 1 [Member] | ||||||||||||||||||||||||||||||||||||||||
Short term debt borrowing capacity | $ 87,608 | |||||||||||||||||||||||||||||||||||||||
Interest rate | 6.50% | |||||||||||||||||||||||||||||||||||||||
Maturity date | Jan. 17, 2019 | |||||||||||||||||||||||||||||||||||||||
Loan Agreement 1 [Member] | Grigorios Siokas [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt outstanding amount | 92,400 | |||||||||||||||||||||||||||||||||||||||
Accrued interest | 2,042 | |||||||||||||||||||||||||||||||||||||||
Loan Agreement 1 [Member] | Angelo Drakopoulos [Member] | ||||||||||||||||||||||||||||||||||||||||
Short term debt borrowing capacity | $ 9,000 | |||||||||||||||||||||||||||||||||||||||
Repayments of outstanding bill | $ 9,000 | |||||||||||||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||||||||||||
Maturity date | May 5, 2016 | |||||||||||||||||||||||||||||||||||||||
Debt outstanding amount | 9,000 | |||||||||||||||||||||||||||||||||||||||
Accrued interest | 1,463 | |||||||||||||||||||||||||||||||||||||||
Bridge Loans [Member] | SkyPharm [Member] | ||||||||||||||||||||||||||||||||||||||||
Short term debt borrowing capacity | $ 34,745 | $ 50,000 | $ 120,220 | |||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | |||||||||||||||||||||||||||||||||||||
Maturity date | Sep. 30, 2017 | Apr. 16, 2017 | Apr. 20, 2017 | |||||||||||||||||||||||||||||||||||||
Amended maturity date | May 16, 2017 | May 20, 2017 | ||||||||||||||||||||||||||||||||||||||
Debt outstanding amount | $ 50,000 | $ 106,542 | 29,745 | 34,745 | ||||||||||||||||||||||||||||||||||||
Accrued interest | $ 14,138 | $ 14,138 | 3,351 | 2,294 | ||||||||||||||||||||||||||||||||||||
Decahedron [Member] | SkyPharm [Member] | ||||||||||||||||||||||||||||||||||||||||
Short term debt borrowing capacity | $ 3,306,050 | |||||||||||||||||||||||||||||||||||||||
Description for the repayment | The total facility will be calculated as 95% of the agreed upon value of Decahedrons receivables | |||||||||||||||||||||||||||||||||||||||
Term of credit facility | 12 months | |||||||||||||||||||||||||||||||||||||||
Credit facility origination fee, percentage | 2.00% | |||||||||||||||||||||||||||||||||||||||
Monthly credit fee, percentage | 1.00% | |||||||||||||||||||||||||||||||||||||||
Decahedron [Member] | SkyPharm [Member] | Trade Facility Agreements [Member] | ||||||||||||||||||||||||||||||||||||||||
Short term debt borrowing capacity | $ 3,388,000 | |||||||||||||||||||||||||||||||||||||||
Description for the repayment | The total facility will be calculated as 95% of the agreed upon value of Decahedrons receivables | |||||||||||||||||||||||||||||||||||||||
Term of credit facility | 12 months | |||||||||||||||||||||||||||||||||||||||
Credit facility origination fee, percentage | 2.00% | |||||||||||||||||||||||||||||||||||||||
Monthly credit fee, percentage | 1.00% | |||||||||||||||||||||||||||||||||||||||
Loan agreement [Member] | Panagiotis Drakopoulos [Member] | ||||||||||||||||||||||||||||||||||||||||
Short term debt borrowing capacity | $ 43,624 | |||||||||||||||||||||||||||||||||||||||
Interest rate | 6.00% | |||||||||||||||||||||||||||||||||||||||
Maturity date | Nov. 15, 2016 | |||||||||||||||||||||||||||||||||||||||
Debt outstanding amount | 27,651 | 20,437 | ||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 2,463 | $ 2,477 | ||||||||||||||||||||||||||||||||||||||
Marathon [Member] | ||||||||||||||||||||||||||||||||||||||||
Distribution and equity acquisition agreement, description | <font style="font: 10pt Times New Roman, Times, Serif">As consideration for its services, Company received: (a) a 33 1/3% equity interest or 5 million shares in Marathon as partial consideration for the Company’s distribution services; and (b) received cash of CAD $2,000,000, subject to repayment in Common Shares of the Company if it fails to meet certain performance milestones. The Company is entitled to receive an additional CAD $2,750,000 upon the Company’s receipt of gross sales of CAD $6,500,000 and an additional CAD $2,750,000 upon receipt of gross sales of CAD $13,000,000.</font></p>" id="sjs-Y173"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">As consideration for its services, Company received: (a) a 33 1/3% equity interest or 5 million shares in Marathon as partial consideration for the Company’s distribution services; and (b) received cash of CAD $2,000,000, subject to repayment in Common Shares of the Company if it fails to meet certain performance milestones. The Company is entitled to receive an additional CAD $2,750,000 upon the Company’s receipt of gross sales of CAD $6,500,000 and an additional CAD $2,750,000 upon receipt of gross sales of CAD $13,000,000.</font></p> | <font style="font: 10pt Times New Roman, Times, Serif">As consideration for its services, Company received: (a) a 33 1/3% equity interest or 5 million shares in Marathon as partial consideration for the Company’s distribution services; and (b) received cash of CAD $2,000,000, subject to repayment in Common Shares of the Company if it fails to meet certain performance milestones. The Company is entitled to receive an additional CAD $2,750,000 upon the Company’s receipt of gross sales of CAD $6,500,000 and an additional CAD $2,750,000 upon receipt of gross sales of CAD $13,000,000.</font></p>" id="sjs-Z173"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">As consideration for its services, Company received: (a) a 33 1/3% equity interest or 5 million shares in Marathon as partial consideration for the Company’s distribution services; and (b) received cash of CAD $2,000,000, subject to repayment in Common Shares of the Company if it fails to meet certain performance milestones. The Company is entitled to receive an additional CAD $2,750,000 upon the Company’s receipt of gross sales of CAD $6,500,000 and an additional CAD $2,750,000 upon receipt of gross sales of CAD $13,000,000.</font></p> | ||||||||||||||||||||||||||||||||||||||
Settlement amount | $ 1,554,590 | |||||||||||||||||||||||||||||||||||||||
Cash received | $ 2,000,000 | |||||||||||||||||||||||||||||||||||||||
Shares issued for settlement of debt | shares | 328,500 | 328,500 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Note 9.Commitments And Contingencies Details Abstract | ||
2,018 | $ 82,659 | $ 170,394 |
2,019 | 160,034 | 164,463 |
2,020 | 72,281 | 74,255 |
2,021 | 25,191 | 25,813 |
2,022 | ||
Thereafter | ||
Total | $ 340,165 | $ 434,925 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Aug. 08, 2017 | Jul. 06, 2017 | Sep. 01, 2014 | Jun. 23, 2018 | Apr. 18, 2018 | May 31, 2017 | Oct. 25, 2016 | Jun. 30, 2016 | May 31, 2016 | Dec. 31, 2015 | Jan. 31, 2015 | Sep. 30, 2014 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | Jun. 21, 2016 |
Operating lease periodic payment | $ 709 | ||||||||||||||||||||
Frequency of periodic payment | Monthly | ||||||||||||||||||||
Operating lease rental expense | $ 2,147 | $ 2,126 | $ 4,251 | $ 8,502 | $ 4,960 | ||||||||||||||||
Operating lease expiration date | May 31, 2017 | ||||||||||||||||||||
Lease agreement description | <font style="font: 10pt Times New Roman, Times, Serif">The Company has negotiated and entered into a two-year amendment to that lease that commenced as of June 1, 2017 through May 31, 2019. The monthly rate from June 1, 2017 through May 31, 2018 is $709 per month and increases to $730 per month from June 1, 2018 through May 31, 2019.</font></p>" id="sjs-L6"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The Company has negotiated and entered into a two-year amendment to that lease that commenced as of June 1, 2017 through May 31, 2019. The monthly rate from June 1, 2017 through May 31, 2018 is $709 per month and increases to $730 per month from June 1, 2018 through May 31, 2019.</font></p> | <font style="font: 10pt Times New Roman, Times, Serif">The Company has negotiated and entered into a two-year amendment to that lease that commenced as of June 1, 2017 through May 31, 2019. The monthly rate from June 1, 2017 through May 31, 2018 is $709 per month and increases to $730 per month from June 1, 2018 through May 31, 2019.</font></p>" id="sjs-S6"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The Company has negotiated and entered into a two-year amendment to that lease that commenced as of June 1, 2017 through May 31, 2019. The monthly rate from June 1, 2017 through May 31, 2018 is $709 per month and increases to $730 per month from June 1, 2018 through May 31, 2019.</font></p> | |||||||||||||||||||
Stock Purchase Agreement [Member] | |||||||||||||||||||||
Business acquisition, description | <font style="font: 10pt Times New Roman, Times, Serif">The purchase price payable in cash is €700,000. Closing of the acquisition is subject to satisfactory completion of due diligence, delivery of audited and interim financial statements of Cosmofarm subject to being audited by PCAOB auditors, no material adverse change in the business or financial condition of Cosmofarm, all necessary consents and approvals to complete the acquisition have been obtained and other customary closing conditions. As of June 30 2017, Cosmofarm is undergoing an audit of the company’s financial statements for the last two years by a PCAOB audit firm, the SPA has not closed and Cosmos has not paid the €700,000.</font></p>" id="sjs-E8"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The purchase price payable in cash is €700,000. Closing of the acquisition is subject to satisfactory completion of due diligence, delivery of audited and interim financial statements of Cosmofarm subject to being audited by PCAOB auditors, no material adverse change in the business or financial condition of Cosmofarm, all necessary consents and approvals to complete the acquisition have been obtained and other customary closing conditions. As of June 30 2017, Cosmofarm is undergoing an audit of the company’s financial statements for the last two years by a PCAOB audit firm, the SPA has not closed and Cosmos has not paid the €700,000.</font></p> | ||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||
Commitments and contingencies description | <font style="font: 10pt Times New Roman, Times, Serif">On August 8, 2017, the Company entered into an agreement with a third-party placement agent (the “Agent”) who will serve as the Company’s exclusive placement agent or sole book running manager with respect to any offerings of equity or equity-linked securities as well as any debt offering with the two organizations named in the agreement (the “Offering”) for a period of 120 days. In the event that an Offering is agreed upon by the Agent and the Company, the Company shall provide payment as follows: (1) a cash commission of 6% of the total gross proceeds for two named investors (2) a cash commission of 4% of total gross proceeds from five named investors and (3) excluding the five named investors in “(2)” a cash commission equal to 8% of the total gross proceeds from the Offering and the issuance to the Agent or its designees of warrants covering 8% of the shares of common stock issued or issuable by the Company in the Offering. Additionally, the Agent will receive a cash fee of 8% payable within 5 business days, but only in the event of, the receipt by the Company of any cash proceeds from the exercise of any warrants with an expiration equal to or less than 24 months sold in the Offering.</font></p>" id="sjs-B10"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">On August 8, 2017, the Company entered into an agreement with a third-party placement agent (the “Agent”) who will serve as the Company’s exclusive placement agent or sole book running manager with respect to any offerings of equity or equity-linked securities as well as any debt offering with the two organizations named in the agreement (the “Offering”) for a period of 120 days. In the event that an Offering is agreed upon by the Agent and the Company, the Company shall provide payment as follows: (1) a cash commission of 6% of the total gross proceeds for two named investors (2) a cash commission of 4% of total gross proceeds from five named investors and (3) excluding the five named investors in “(2)” a cash commission equal to 8% of the total gross proceeds from the Offering and the issuance to the Agent or its designees of warrants covering 8% of the shares of common stock issued or issuable by the Company in the Offering. Additionally, the Agent will receive a cash fee of 8% payable within 5 business days, but only in the event of, the receipt by the Company of any cash proceeds from the exercise of any warrants with an expiration equal to or less than 24 months sold in the Offering.</font></p> | ||||||||||||||||||||
Lease agreement description | <font style="font: 10pt Times New Roman, Times, Serif">In connection with the Companys November 16, 2017 Note offering, the Agent received a cash commission of $240,000, equal to eight (8%) percent of the total gross proceeds of the offering and the issuance of five-year warrants to purchase eight (8%) percent of the shares of Common Stock issued or issuable in the offering (excluding shares of Common Stock issuable upon exercise of any Warrants issued to investors, or 53,600 shares); however, will receive eight (8%) percent of any cash proceeds received from the exercise of any Warrants sold in the offering with an expiration equal to or less than twenty-four (24) months. The Warrants are exercisable six (6) months after the date of issuance, or May 16, 2018.</font></p>" id="sjs-B11"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">In connection with the Company’s November 16, 2017 Note offering, the Agent received a cash commission of $240,000, equal to eight (8%) percent of the total gross proceeds of the offering and the issuance of five-year warrants to purchase eight (8%) percent of the shares of Common Stock issued or issuable in the offering (excluding shares of Common Stock issuable upon exercise of any Warrants issued to investors, or 53,600 shares); however, will receive eight (8%) percent of any cash proceeds received from the exercise of any Warrants sold in the offering with an expiration equal to or less than twenty-four (24) months. The Warrants are exercisable six (6) months after the date of issuance, or May 16, 2018.</font></p> | ||||||||||||||||||||
SkyPharm [Member] | |||||||||||||||||||||
Operating lease periodic payment | $ 4,802 | $ 1,250 | $ 4,802 | ||||||||||||||||||
Frequency of periodic payment | Monthly | Monthly | Monthly | ||||||||||||||||||
Operating lease rental expense | $ 32,684 | 25,198 | $ 65,367 | 50,397 | |||||||||||||||||
Term of operating lease | 6 years | 6 years | |||||||||||||||||||
Advisory agreement, description | <font style="font: 10pt Times New Roman, Times, Serif">SkyPharm S.A. entered into a ten-year Advisory Agreement with Synthesis Management Limited (the “Advisor”). The Advisor was retained to assist SkyPharm to secure corporate finance capital. The Advisor shall be paid €104,000 per year during the ten-year term.</font></p>" id="sjs-F17"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">SkyPharm S.A. entered into a ten-year Advisory Agreement with Synthesis Management Limited (the “Advisor”). The Advisor was retained to assist SkyPharm to secure corporate finance capital. The Advisor shall be paid €104,000 per year during the ten-year term.</font></p> | ||||||||||||||||||||
SkyPharm [Member] | Additional space [Member] | |||||||||||||||||||||
Operating lease periodic payment | $ 2,021 | $ 886 | |||||||||||||||||||
Frequency of periodic payment | Monthly | Monthly | |||||||||||||||||||
SkyPharm [Member] | First Floor [Member] | |||||||||||||||||||||
Operating lease periodic payment | $ 886 | ||||||||||||||||||||
Frequency of periodic payment | Monthly | ||||||||||||||||||||
CC Pharma GmbH [Member] | |||||||||||||||||||||
Non-refundable fee | $ 454,800 | ||||||||||||||||||||
Expense paid | $ 454,800 | $ 454,800 | 454,800 | ||||||||||||||||||
Anastasios Tsekas and Olga Parthenea Georgatsou [Member] | Intellectual property sale agreement [Member] | On October 1, 2016 [Member] | |||||||||||||||||||||
Operating lease periodic payment | $ 1,500 | $ 1,500 | |||||||||||||||||||
Common stock shares reserved | 200,000 | 200,000 | 200,000 | ||||||||||||||||||
Anastasios Tsekas and Olga Parthenea Georgatsou [Member] | Conclusion of Preclinical Trials [Member] | Intellectual property sale agreement [Member] | On October 1, 2016 [Member] | |||||||||||||||||||||
Common stock shares reserved | 50,000 | 50,000 | 50,000 | ||||||||||||||||||
Anastasios Tsekas and Olga Parthenea Georgatsou [Member] | conclusion of Phase I testing [Member] | Intellectual property sale agreement [Member] | On October 1, 2016 [Member] | |||||||||||||||||||||
Common stock shares reserved | 50,000 | 50,000 | 50,000 | ||||||||||||||||||
Anastasios Tsekas and Olga Parthenea Georgatsou [Member] | Conclusion of Phase II testing [Member] | Intellectual property sale agreement [Member] | On October 1, 2016 [Member] | |||||||||||||||||||||
Common stock shares reserved | 50,000 | 50,000 | 50,000 | ||||||||||||||||||
Anastasios Tsekas and Olga Parthenea Georgatsou [Member] | Conclusion of Phase III testing [Member] | Intellectual property sale agreement [Member] | On October 1, 2016 [Member] | |||||||||||||||||||||
Common stock shares reserved | 50,000 | 50,000 | 50,000 | ||||||||||||||||||
Amplerissimo [Member] | |||||||||||||||||||||
Operating lease periodic payment | $ 122 | $ 124 | |||||||||||||||||||
Frequency of periodic payment | Monthly | Monthly | |||||||||||||||||||
Operating lease rental expense | $ 399 | $ 358 | $ 799 | 715 | $ 1,492 | 1,462 | |||||||||||||||
Operating lease renewal date | Jul. 31, 2018 | Jul. 31, 2018 | |||||||||||||||||||
Decahedron [Member] | |||||||||||||||||||||
Operating lease periodic payment | $ 2,470 | ||||||||||||||||||||
Operating lease rental expense | $ 15,753 | $ 12,076 | $ 27,180 | ||||||||||||||||||
Operating lease expiration date | Oct. 24, 2021 | ||||||||||||||||||||
MediHelm S.A. [Member] | SkyPharm [Member] | |||||||||||||||||||||
Operating lease periodic payment | $ 8,758 | ||||||||||||||||||||
Frequency of periodic payment | Monthly | ||||||||||||||||||||
Operating lease rental expense | $ 33,180 | $ 24,891 | $ 116,400 | 89,323 | |||||||||||||||||
Total monthly operating lease amount | $ 8,758 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator for Basic and Diluted Earnings Per Share: | ||||||
Net (loss) income | $ 782,389 | $ (839,616) | $ (2,273,413) | $ (2,873,350) | $ (6,209,768) | $ (601,002) |
Weighted Average Shares | 13,167,364 | 12,786,438 | 12,918,417 | 12,734,183 | ||
Potentially Dilutive Common Shares | ||||||
Adjusted Weighted Average Shares | 12,780,813 | 12,564,824 | ||||
Basic and Diluted Net (Loss) Income per Share | $ (0.49) | $ (0.05) |
EARNINGS PER SHARE (Details 1)
EARNINGS PER SHARE (Details 1) - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Diluted net loss per share | $ 0.06 | $ (0.07) | $ (0.18) | $ (0.23) | ||
Convertible Debt [Member] | ||||||
Diluted net loss per share | $ 622,142 | |||||
Warrant [Member] | ||||||
Diluted net loss per share | 38,824 | |||||
Options [Member] | ||||||
Diluted net loss per share | $ 16,240 | $ 80,741 |
STOCK OPTIONS AND WARRANTS (Det
STOCK OPTIONS AND WARRANTS (Details) - Options [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Shares | |||
Outstanding, December 31, 2016 | 49,000 | 12,000 | 24,000 |
Granted | 25,000 | 37,000 | 12,000 |
Forfeited | |||
Exercised | (24,000) | ||
Expired | |||
Outstanding, September 30, 2017 | 74,000 | 49,000 | 12,000 |
Exercisable at September 30, 2017 | 61,500 | 49,000 | |
Weighted Average Exercise Price | |||
Outstanding, December 31, 2016 | $ 1.49 | $ 2 | $ 1 |
Granted | 1 | 1.32 | 2 |
Forfeited | |||
Exercised | 1 | ||
Expired | |||
Outstanding, September 30, 2017 | 1.32 | 1.49 | $ 2 |
Exercisable at September 30, 2017 | $ 1.39 | $ 1.49 | |
Weighted Average Remaining Contractual Term | |||
Outstanding, December 31, 2016 | 3 years 2 months 8 days | 3 years 9 months | 1 year 7 days |
Granted | 4 years | 3 years 4 months | 4 years |
Outstanding, September 30, 2017 | 2 years 11 months 19 days | 3 years 2 months 8 days | 3 years 9 months |
Exercisable at September 30, 2017 | 2 years 10 months 10 days | 3 years 2 months 8 days | |
Aggregate Intrinsic Value | |||
Outstanding, December 31, 2016 | $ 426,800 | ||
Granted | |||
Forfeited | |||
Exercised | |||
Expired | |||
Outstanding, September 30, 2017 | 376,340 | 426,800 | |
Exercisable at September 30, 2017 | $ 308,715 | $ 426,800 |
STOCK OPTIONS AND WARRANTS (D_2
STOCK OPTIONS AND WARRANTS (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Volatility | ||
Risk-free interest rate | ||
Expected dividend yield | ||
Minimum [Member] | ||
Market value of underlying stock | $ 7.20 | |
Volatility | 76.66% | |
Expected term (in years) | 1 year | |
Risk-free interest rate | 1.07% | |
Maximum [Member] | ||
Market value of underlying stock | $ 8.50 | |
Volatility | 169.29% | |
Expected term (in years) | 5 years 6 months | |
Risk-free interest rate | 1.68% |
STOCK OPTIONS AND WARRANTS (D_3
STOCK OPTIONS AND WARRANTS (Details 2) - Warrant [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Shares | |||
Outstanding, December 31, 2016 | 599,640 | ||
Granted | 599,640 | ||
Forfeited | |||
Exercised | |||
Expired | (10,040) | ||
Outstanding, September 30, 2017 | 589,600 | 599,640 | |
Exercisable at September 30, 2017 | 589,600 | 10,040 | |
Weighted Average Exercise Price | |||
Outstanding, December 31, 2016 | $ 7.65 | ||
Granted | 7.65 | ||
Forfeited | |||
Exercised | |||
Expired | |||
Outstanding, September 30, 2017 | 7.27 | 7.65 | |
Exercisable at September 30, 2017 | $ 7.27 | $ 30 | |
Weighted Average Remaining Contractual Term | |||
Outstanding, December 31, 2016 | 5 years 3 months 15 days | ||
Granted | 5 years 3 months 14 days | ||
Outstanding, September 30, 2017 | 4 years 10 months 17 days | 5 years 3 months 14 days | |
Exercisable at September 30, 2017 | 4 years 10 months 17 days | 3 months 18 days | |
Aggregate Intrinsic Value | |||
Outstanding, December 31, 2016 | $ 1,725,921 | ||
Granted | |||
Forfeited | |||
Exercised | |||
Expired | |||
Outstanding, September 30, 2017 | 75,576 | 1,725,921 | |
Exercisable at September 30, 2017 | $ 75,576 |
STOCK OPTIONS AND WARRANTS (D_4
STOCK OPTIONS AND WARRANTS (Details Narrative) - USD ($) | Apr. 07, 2017 | Nov. 04, 2016 | Nov. 16, 2017 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Volatility rate | |||||||
Risk-free interest rate | |||||||
Former director [Member] | |||||||
Granted | 240,000 | ||||||
Stock Option [Member] | Aegis capital corp [Member] | |||||||
Amortization expense | $ 94,830 | ||||||
Stock Option [Member] | Former director [Member] | January 5, 2013 [Member] | |||||||
Stock options granted | 96,000 | ||||||
Stock options forfeited | 72,000 | ||||||
Exercise period | 4 years | ||||||
Exercise price | $ 1 | ||||||
Stock options/warrants value | $ 43,151 | ||||||
Stock price | $ 1.80 | ||||||
Exercise price | $ 1 | ||||||
Option/warrant term | 4 years | ||||||
Volatility rate | 448.00% | ||||||
Common stock shares issuable upon exercise of warrants or rights | 24,000 | ||||||
Stock Option [Member] | Mr. Orestes Varvitsiotes [member] | January 3, 2017 [Member] | |||||||
Stock options granted | 12,000 | ||||||
Exercise period | 5 years | ||||||
Exercise price | $ 2 | ||||||
Stock options/warrants value | $ 94,830 | ||||||
Stock price | $ 8.20 | ||||||
Exercise price | $ 2 | ||||||
Option/warrant term | 5 years | ||||||
Volatility rate | 155.37% | ||||||
Stock option periodic vesting | 12,000 | ||||||
Stock Option [Member] | Employee [Member] | January 1, 2017 [Member] | |||||||
Stock price | $ 8.20 | ||||||
Exercise price | $ 1 | ||||||
Stock option periodic vesting | 25,000 | ||||||
Consideration under agreement | $ 1,000 | ||||||
Share based compensation as annual retainer | 25,000 | 25,000 | |||||
Stock Option [Member] | Employee [Member] | On January 1, 2017 [Member] | |||||||
Exercise period | 4 years | ||||||
Exercise price | $ 1 | ||||||
Stock options/warrants value | $ 195,307 | ||||||
Option/warrant term | 4 years | ||||||
Volatility rate | 136.76% | ||||||
Consideration under agreement | $ 1,000 | ||||||
Stock Option [Member] | Employee [Member] | On October 1, 2016 [Member] | |||||||
Stock price | $ 5.80 | ||||||
Exercise price | $ 2 | ||||||
Stock Option [Member] | Employee [Member] | January 1, 2018 [Member] | |||||||
Exercise period | 4 years | ||||||
Exercise price | $ 1 | ||||||
Stock options/warrants value | $ 242,002 | ||||||
Stock price | $ 10.20 | ||||||
Exercise price | $ 1 | ||||||
Option/warrant term | 4 years | ||||||
Volatility rate | 120.92% | ||||||
Amortization expense | $ 120,006 | ||||||
Granted | 25,000 | ||||||
Number of options vested | 12,500 | ||||||
Option vesting term | Monthly | ||||||
Stock Option [Member] | International Finance Manager [Member] | |||||||
Amortization expense | $ 195,307 | ||||||
Stock Option [Member] | US Finance Manager [Member] | |||||||
Amortization expense | $ 48,655 | $ 16,636 | |||||
Stock option periodic vesting | 12,000 | ||||||
Stock Option [Member] | US Finance Manager [Member] | On October 1, 2016 [Member] | |||||||
Stock options granted | 12,000 | ||||||
Exercise period | 4 years | ||||||
Exercise price | $ 2 | ||||||
Stock options/warrants value | $ 65,290 | ||||||
Option/warrant term | 4 years | ||||||
Volatility rate | 159.00% | ||||||
Frequency of periodic vesting | Monthly | ||||||
Minimum [Member] | |||||||
Option/warrant term | 1 year | ||||||
Volatility rate | 76.66% | ||||||
Risk-free interest rate | 1.07% | ||||||
Maximum [Member] | |||||||
Option/warrant term | 5 years 6 months | ||||||
Volatility rate | 169.29% | ||||||
Risk-free interest rate | 1.68% | ||||||
Securities Purchase Agreement [Member] | Roth Capital Partners, LLC [Member] | |||||||
Common stock value issuable under agreement | $ 3,350,000 | ||||||
Warrant [Member] | |||||||
Stock options forfeited | |||||||
Exercise price | $ 7.65 | ||||||
Granted | 599,640 | ||||||
Stock options and warrants outstanding balance | 589,600 | 599,640 | |||||
Stock options and warrants exercisable balance | 589,600 | 10,040 | |||||
Expiration dates description | <font style="font: 10pt Times New Roman, Times, Serif">May 2023</font></p>" id="sjs-E86"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">May 2023</font></p> | ||||||
Warrant [Member] | Private Placement [Member] | |||||||
Exercise price | $ 30 | ||||||
Option/warrant term | 1 year | ||||||
Warrants issued ratio description | 1:1 ratio for shares | ||||||
Common stock shares issuable upon exercise of warrants or rights | 10,040 | ||||||
Warrant [Member] | Private Placement [Member] | Minimum [Member] | |||||||
Stock price | $ 7.60 | ||||||
Volatility rate | 76.66% | ||||||
Risk-free interest rate | 1.07% | ||||||
Warrant [Member] | Private Placement [Member] | Maximum [Member] | |||||||
Stock price | $ 8.50 | ||||||
Volatility rate | 90.86% | ||||||
Risk-free interest rate | 1.11% | ||||||
Warrant [Member] | Securities Purchase Agreement [Member] | |||||||
Stock options/warrants value | $ 1,545,288 | ||||||
Stock price | $ 7.20 | ||||||
Exercise price | $ 7.50 | ||||||
Option/warrant term | 5 years | ||||||
Volatility rate | 169.29% | ||||||
Common stock shares issuable upon exercise of warrants or rights | 536,000 | ||||||
Risk-free interest rate | 1.68% | ||||||
Amortization period | 2 years | ||||||
Warrant [Member] | Securities Purchase Agreement [Member] | Roth Capital Partners, LLC [Member] | |||||||
Stock options/warrants value | $ 368,003 | ||||||
Stock price | $ 7.20 | ||||||
Exercise price | $ 5 | ||||||
Option/warrant term | 5 years | ||||||
Volatility rate | 169.29% | ||||||
Common stock shares issuable upon exercise of warrants or rights | 53,600 | ||||||
Risk-free interest rate | 1.68% | ||||||
Stock Option [Member] | |||||||
Stock options and warrants outstanding balance | 74,000 | ||||||
Stock options and warrants exercisable balance | 61,500 | ||||||
Expiration dates description | <font style="font: 10pt Times New Roman, Times, Serif">October 2020 and continuing through January 2022</font></p>" id="sjs-E120"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">October 2020 and continuing through January 2022</font></p> |
DISAGGREGATION OF REVENUE (Deta
DISAGGREGATION OF REVENUE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Total revenue | $ 8,856,888 | $ 6,112,531 | $ 20,822,317 | $ 10,228,447 | $ 30,013,378 | $ 6,755,436 |
Belgium | ||||||
Total revenue | 1,130 | |||||
Bulgaria | ||||||
Total revenue | 3,035 | |||||
Denmark | ||||||
Total revenue | 186,865 | 228,448 | ||||
France | ||||||
Total revenue | 178,382 | 46,309 | ||||
Germany | ||||||
Total revenue | 7,955,452 | 5,168,134 | ||||
Greece | ||||||
Total revenue | 1,091,495 | 934,729 | ||||
Hungary | ||||||
Total revenue | 756,919 | 122,383 | ||||
Indonesia | ||||||
Total revenue | 6,607 | |||||
Ireland | ||||||
Total revenue | 928,417 | 428,763 | ||||
Italy | ||||||
Total revenue | 264,832 | 117,367 | ||||
Jordan | ||||||
Total revenue | 33,133 | |||||
Netherlands | ||||||
Total revenue | 2,648,166 | 1,457,962 | ||||
Portugal | ||||||
Total revenue | 566,797 | 5,512 | ||||
Poland | ||||||
Total revenue | 254,813 | |||||
Sweden | ||||||
Total revenue | 9,652 | |||||
UK | ||||||
Total revenue | $ 6,204,122 | $ 1,451,340 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Sep. 04, 2018USD ($)$ / sharesshares | Sep. 30, 2018 | Jul. 16, 2018 | Apr. 19, 2018CAD ($) | Apr. 18, 2018EUR (€) | Mar. 16, 2018USD ($) | Feb. 20, 2018USD ($)Integershares | Dec. 31, 2017USD ($)$ / shares | Jun. 30, 2018USD ($)$ / shares | Mar. 14, 2018USD ($) | Nov. 15, 2017USD ($)$ / sharesshares | Dec. 31, 2016$ / shares |
Line of credit facility, borrowed amount | $ 3,110,714 | $ 3,078,442 | ||||||||||
Outstanding principal balance | 2,109,281 | |||||||||||
Accrued interest | 269,930 | |||||||||||
Convertible notes payable, principal amount | $ 1,311,286 | |||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Securities Purchase Agreement [Member] | Warrant [Member] | ||||||||||||
Common stock shares issuable upon conversion of debt/convertible securities | shares | 536,000 | 536,000 | ||||||||||
Common stock, par value | $ / shares | $ 5 | |||||||||||
Senior Convertible Notes [Member] | Securities Purchase Agreement [Member] | ||||||||||||
Common stock shares issuable upon conversion of debt/convertible securities | shares | 670,000 | |||||||||||
Common stock, par value | $ / shares | $ 0.001 | |||||||||||
Institutional investors [Member] | Senior Convertible Note 1 [Member] | Securities Purchase Agreement [Member] | ||||||||||||
Convertible notes payable, principal amount | $ 3,000,000 | |||||||||||
Institutional investors [Member] | Senior Convertible Note 2 [Member] | Securities Purchase Agreement [Member] | ||||||||||||
Convertible notes payable, principal amount | $ 3,350,000 | |||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | ||||||||||||
Common stock shares issuable upon conversion of debt/convertible securities | shares | 357,334 | |||||||||||
Common stock, par value | $ / shares | $ 7.50 | |||||||||||
Subsequent Event [Member] | Senior Convertible Notes [Member] | Securities Purchase Agreement [Member] | ||||||||||||
Common stock shares issuable upon conversion of debt/convertible securities | shares | 372,223 | |||||||||||
Common stock, par value | $ / shares | $ 6 | |||||||||||
Purchase price of notes | $ 2,000,000 | |||||||||||
Net proceeds | 1,845,000 | |||||||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | ||||||||||||
Due to related party | $ 246,010 | $ 371,383 | ||||||||||
Subsequent Event [Member] | Institutional investors [Member] | Senior Convertible Note 1 [Member] | Securities Purchase Agreement [Member] | ||||||||||||
Convertible notes payable, principal amount | 2,233,333 | |||||||||||
Subsequent Event [Member] | Institutional investors [Member] | Senior Convertible Note 2 [Member] | Securities Purchase Agreement [Member] | ||||||||||||
Convertible notes payable, principal amount | $ 3,350,000 | |||||||||||
Subsequent Event [Member] | Third Party Loan Agreement [Member] | ||||||||||||
Line of credit facility, borrowed amount | $ 1,845,072 | |||||||||||
Line of credit facility, interest rate | 4.70% | |||||||||||
Line of credit facility, maturity date | Mar. 16, 2019 | |||||||||||
Subsequent Event [Member] | Amendment and Exchange of Agreements [Member] | New senior convertible note [Member] | ||||||||||||
Number of agreements | Integer | 2 | |||||||||||
Maturity date, description | The New Note shall not be convertible into shares of the Company’s common stock (the “Common Stock”) until April 20, 2018 | |||||||||||
Description for the payment of installments | All future cash installment payments under such New Note will be made at a redemption price equal to 112% of the applicable installment amount | |||||||||||
Description for the obligation to deliver predelivery shares | The Company’s existing obligation to initially deliver predelivery shares of its common stock to the holder of such New Note is deferred until April 20, 2018 | |||||||||||
Description for the redemption of the note | At any time on or before June 20, 2018, the Company has the right, at its option, to redeem all, or any part, of the amounts then outstanding under such New Note in cash at redemption price equal to 125% of such amounts then outstanding under such New Note | |||||||||||
Senior debt | $ 3,350,000 | |||||||||||
Subsequent Event [Member] | Amendment and Exchange of Agreements 1 [Member] | New senior convertible note [Member] | ||||||||||||
Senior debt | 2,791,668 | |||||||||||
Subsequent Event [Member] | Amendment and Exchange of Agreements 2 [Member] | New senior convertible note [Member] | ||||||||||||
Senior debt | $ 558,332 | |||||||||||
Subsequent Event [Member] | Abbydale Management Limited [Member] | ||||||||||||
Description of share exchange agreement | <font style="font: 10pt Times New Roman, Times, Serif">The Company sold one hundred (100%) percent of the issued share capital of its subsidiary, Amplerissimo Ltd., a limited liability company organized under the laws of Cypress, to the purchaser for a purchase price of €5,000. Amplerissimo had previously transferred one hundred (100%) percent of the capital stock of Sky Pharm SA to the Company.</font></p>" id="sjs-C47"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The Company sold one hundred (100%) percent of the issued share capital of its subsidiary, Amplerissimo Ltd., a limited liability company organized under the laws of Cypress, to the purchaser for a purchase price of €5,000. Amplerissimo had previously transferred one hundred (100%) percent of the capital stock of Sky Pharm SA to the Company.</font></p> | |||||||||||
Subsequent Event [Member] | Loan Facility [Member] | ||||||||||||
Line of credit facility, interest rate | 10.00% | |||||||||||
Outstanding principal balance | $ 3,117,287 | |||||||||||
Accrued interest | $ 136,800 | |||||||||||
Line of credit facility, interest rate description | <font style="font: 10pt Times New Roman, Times, Serif">The interest rate was restated as of January 1, 2018 to four (4%) percent plus quarterly Libor Payments, plus two (2%) percent default interest on unpaid amounts in addition to the interest rate. The Loan Facility permits prepayment and is due upon the earlier of (i) 75 days following demand of the Lender; or (ii) December 31, 2021, as amended. The Loan Facility is secured by a personal guaranty of Grigorios Siokas which is secured by a pledge of 1,000,000 shares of common stock of the Company owned by Mr. Siokas.</font></p>" id="sjs-I52"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The interest rate was restated as of January 1, 2018 to four (4%) percent plus quarterly Libor Payments, plus two (2%) percent default interest on unpaid amounts in addition to the interest rate. The Loan Facility permits prepayment and is due upon the earlier of (i) 75 days following demand of the Lender; or (ii) December 31, 2021, as amended. The Loan Facility is secured by a personal guaranty of Grigorios Siokas which is secured by a pledge of 1,000,000 shares of common stock of the Company owned by Mr. Siokas.</font></p> | |||||||||||
SkyPharm S.A [Member] | Subsequent Event [Member] | ||||||||||||
Payment of financing services | € | € 104,000 | |||||||||||
Marathon Global Inc [Member] | Subsequent Event [Member] | ||||||||||||
Description of share exchange agreement | <font style="font: 10pt Times New Roman, Times, Serif">The Company had transferred one-half of its interest in Marathon to KBB in exchange for five million shares of KBB. Pursuant to the terms of the new SEA, the Company transferred its remaining one-half interest (2.5 million shares) in Marathon to KBB. The Company received an additional five million shares of KBB. Completion of the New SEA by the Company was subject to satisfaction of various conditions precedent all of which have been satisfied. The ten million shares of KBB owned by the Company constitute approximately 7% of the 141,219,108 shares of capital stock of KBB issued and outstanding. The Company does not have the ability to exercise significant influence over KBB.</font></p>" id="sjs-D56"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The Company had transferred one-half of its interest in Marathon to KBB in exchange for five million shares of KBB. Pursuant to the terms of the new SEA, the Company transferred its remaining one-half interest (2.5 million shares) in Marathon to KBB. The Company received an additional five million shares of KBB. Completion of the New SEA by the Company was subject to satisfaction of various conditions precedent all of which have been satisfied. The ten million shares of KBB owned by the Company constitute approximately 7% of the 141,219,108 shares of capital stock of KBB issued and outstanding. The Company does not have the ability to exercise significant influence over KBB.</font></p> | |||||||||||
Marathon Global Inc [Member] | Subsequent Event [Member] | Distribution and Equity Agreement [Member] | ||||||||||||
Description for the term of agreement | The Agreement is to remain in effect indefinitely unless Marathon fails to provide Market Competitive (as defined) product pricing and Marathon has not become profitable within five (5) years of this Agreement | |||||||||||
Description for the consideration receivable under agreement | Following a thirty (30) day due diligence period, and subject to satisfactory due diligence of the Company, Marathon shall: (a) grant the Company a 33 1/3% equity interest in Marathon as partial consideration for the Company’s distribution services; and (b) make a cash payment of CAD $2,000,000 to the Company, subject to repayment by the Company in Common Shares of the Company if it fails to meet certain performance milestones | |||||||||||
Amount receivable upon satisfactory due diligence | $ 2,000,000 | |||||||||||
Description for the additional consideration receivable under agreement | The Company is entitled to receive an additional CAD $2,750,000 upon the Company’s receipt of gross sales of CAD $6,500,000 and an additional CAD $2,750,000 upon receipt of gross sales of CAD $13,000,000. The Company was also given the right to nominate one director to the Marathon Board of Directors | |||||||||||
Marathon Global Inc [Member] | Subsequent Event [Member] | Distribution and Equity Agreement [Member] | Target 2 [Member] | ||||||||||||
Additional consideration receivable upon meeting of target | $ 2,750,000 | |||||||||||
Gross sales target for consideration receivable | 13,000,000 | |||||||||||
Initial payment for consideration receivable | 2,000,000 | |||||||||||
Marathon Global Inc [Member] | Subsequent Event [Member] | Distribution and Equity Agreement [Member] | Target 1 [Member] | ||||||||||||
Additional consideration receivable upon meeting of target | 2,750,000 | |||||||||||
Gross sales target for consideration receivable | $ 6,500,000 |