NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
1 – ORGANIZATION AND NATURE OF BUSINESS
Natur International Corp. was formerly named Future Healthcare
of America. In November 2018, Natur Holding B.V. was acquired to continue the company as a provider of cold pressed juice beverages
and healthy snacks. The original business of Future Healthcare of America, founded in 2012, was as a provider of home healthcare
services, which had declined and is expected to be fully closed and liquidated in the third quarter of 2019.
The current name of the company is Natur International Corp.,
which was effected on January 7, 2019. The trading symbol for our common stock became NTRU as of that date and trades on The OTC
Market.
Natur International Corp., is a Wyoming corporation, and operates
its beverage business through a number of direct and indirect subsidiaries, of which the current principal one is Natur BPS B.V.
(known by the trade name Natur Functionals), and is the successor to the business of Natur Holding B.V. (“we”, “our”,
“the Company” or “Natur”). Our beverage business commenced in late 2015, with product distribution in Northern
Europe. Currently, our operational headquarters is in Amsterdam, the Netherlands.
At the onset of 2019, our product line up centered on a range
of cold pressed juices and healthy snacks. These products were sold either directly or through distribution partners in the Netherlands
and the United Kingdom. Beginning in the fourth quarter of 2018, and throughout the first half of 2019, the Company focus shifted
from dependence on the legacy fruit and vegetable juices and snacks toward innovating a new line of hemp-derived natural food and
beverage products. The Company product value proposition is to provide affordable, culturally relevant, authentic, fresh fruit,
vegetable and hemp-derived supplemented consumer products to democratize clean, healthy, eating and drinking, with plans to address
the growing needs for products that address other personal needs in health, wellness and beauty care.
Through third party contract manufacturers, we apply patented
technology to proprietary nutrient dense blends of fruit and vegetables, adding hemp-derived supplements. These are bottled or
packed with technically advanced food and product safety measures and in some cases cold high-pressure processing to bring fresh
tasting fruit, vegetable and hemp-derived supplemented blends to market through more than fifteen product types. These newly innovated
products are brought to market, in Europe, through Natur’s distribution channels of direct-to-business, direct-to-consumer
and through select distributors.
Natur operated as a private enterprise in the Netherlands from
its founding in 2015 through November 13, 2018, when it was acquired as a wholly owned subsidiary in a share exchange transaction
by Future Healthcare of America, pursuant to that certain Share Exchange Agreement, among the Company and the former shareholders
of Natur Holding, B.V. (the “Share Exchange Transaction”). In connection with the Share Exchange Transaction, the former
shareholders of Natur received the equivalent of 215,759,999 shares of the Common Stock (the “Common Stock”), which
was issued in part as 115,760,000 shares of Common Stock and in part as 100,000 shares of voting, convertible Series B Preferred
Stock (the “Series B Preferred Stock”) representing 100,000,000 shares of Common Stock upon conversion. The Share Exchange
Transaction was accounted for as a reverse capitalization with Natur Holding B.V. being treated as the accounting acquirer. As
such, the historical information for all periods presented prior to the merger date relate to Natur Holding B.V. Subsequent to
the Share Exchange Transaction consummation date, the information in this report relates to the consolidated entities of Natur,
including Natur Holding B.V. and successor subsidiary and the former subsidiaries of Future Healthcare of America, the latter of
which are currently in the process of being wound down and presented as discontinued operations.
In connection with the Share Exchange Transaction, net cash
received was $2,000,000 and costs incurred were $399,381 including professional fees for legal, accounting services and finance
commission. Immediately after the Share Exchange Transaction, the former Natur shareholders collectively owned the controlling
position among the shareholders of the Company.
On May 1, 2019, Natur Holding B.V. filed a Petition in the Netherlands
Court for the District of Amsterdam (“Petition”) for the liquidation of the company and the transfer of certain assets
and retained liabilities to Natur BPS B.V., a wholly owned subsidiary of Natur International Corp., which operates under the trade
name Natur Functionals. This court process allowed the historical business of the Company’s beverage business to be continued
and eliminates a substantial amount of the liabilities of the Company. The Petition permits the Company to focus on activities
that will drive growth and future profits. As a result of the Petition the control of Natur International Corp. over Natur Holding
B.V. is compromised for financial reporting purposes, and its investment in it will be deconsolidated as of May 1, 2019.
The Series B Preferred Stock was automatically converted upon
the Company increasing the number of shares of Common Stock of its authorized capital, which happened on June 26, 2019. At the
same time the Series C Preferred Stock was automatically converted to 78,832,399 shares of Common Stock. As of June 30, 2019, the
total number of outstanding shares amounted to 310,597,593 shares of Common Stock with an authorized share capital of 750,000,000
shares of common Stock.
During the first half of the 2019 fiscal
year, in addition to pursuing the Petition to reorganize certain of its liabilities, the Company successfully has negotiated to
convert a further $6,114,790 of debt into 149,516,865 shares of common stock to be issued in due course. More importantly, it
has been conducting substantial fund-raising activities. It has obtained new funding through a series of securities purchase agreements
that have been funded in the amount of $2,064,736 or are subject to signed commitments for funding in the amount of $3,283,904
that is expected to be completed during the third fiscal quarter of 2019. The securities to be sold will be a mix of several new
series of preferred stock convertible into up to 96,289,473 shares of Common Stock and warrants exercisable for up to 177,404,377
shares of Common Stock.
NATUR
INTERNATIONAL CORP.
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
1 – ORGANIZATION AND NATURE OF BUSINESS - continued
On June 30, 2019, the Company expressed its
interest in pursuing a transaction with Share International Holding B.V. on a binding basis. The contemplated transaction would
be an acquisition of Share International Holding B.V. (“SIH”) and related assets for the operation of its business
by the issuance of shares of Natur. The terms of this potential acquisition have yet to be negotiated and finalized, and the overall
transaction is subject to conditions precedent at this time. At the same time as the Company entered into the letter of intent,
it lent to SIH the sum $250,000 under a promissory note, due January 4, 2020. The note bears interest at the rate of 10%. The
repayment obligation under the Note will be cancelled if no business arrangement is concluded due to a breach by the Company of
any agreement for the business arrangement that is concluded in the future, either party to the note experiences a material adverse
change, or the business arrangement is not approved by the shareholders or owners of the respective parties to the extent that
approval is required. The note also has other standard default provisions under which the Company may declare a default. Also,
at the same time as the foregoing letter of intent and loan were concluded, the board of directors of the Company appointed Mr.
Paul Bartley as the Chief Executive Officer of the Company; Mr. Bartley is a principal of SIH.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of presentation.
The Company prepares its financial statements using the accrual basis of accounting in accordance with United
States generally accepted accounting principles (“US GAAP”).
Consolidation
- The financial statements presented reflect the accounts of Natur International Corp and its direct and indirect subsidiaries.
All inter-company transactions have been eliminated in consolidation.
Use
of Estimates in Financial Statement Preparation.
The preparation of financial statements in conformity with US GAAP requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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.
Cash equivalents include all highly liquid investments with original maturities of three months or less.
Accounts
Receivable.
Accounts receivable are comprised of unsecured amounts due from customers. The Company carries its accounts receivable
at their face amounts less an allowance for bad debts. The allowance for bad debts is recognized based on management’s estimate
of likely losses per year, based on past experience and review of customer profiles and the aging of receivable balances.
NATUR
INTERNATIONAL CORP.
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Inventory.
Inventory, consisting of raw materials, work in progress and finished goods, is valued at the lower of the inventory’s
costs or net realizable value, using the first in, first out method to determine the cost. Management compares the cost of inventory
with its net realizable value and an allowance is made to write down inventory to net realizable value, if lower.
Property
and Equipment
. Property and equipment are valued at cost. Additions are capitalized and maintenance and repairs are charged
to expense as incurred. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using
the straight-line method over the estimated useful lives of the assets as follows:
Category
|
|
Estimated
Useful lives
|
Building
and improvements
|
|
5
years
|
Machines
and installations
|
|
5
years
|
Furniture
and fixtures
|
|
7
years
|
Hardware
and software
|
|
3
years
|
Intangible
Assets and Long-Lived Assets.
The Company recognizes an acquired intangible asset apart from goodwill whenever the intangible
asset arises from contractual or other legal rights, or when it can be separated or divided from the acquired entity and sold,
transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability.
Such intangibles are amortized over their useful lives. Impairment losses are recognized if the carrying amount of an intangible
asset subject to amortization is not recoverable from expected future cash flows and its carrying amount exceeds its fair value.
The Company’s long-lived assets, including intangibles,
are reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an
asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net
cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net
cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between
the net book value and the fair value of the long-lived asset. Long lived assets are evaluated on a yearly basis and no impairment
losses were incurred during the six months ended June 30, 2019.
Related
Party Transactions.
The Board of Directors has adopted a Related Party Transaction Policy for the review of related person
transactions. Under these policies and procedures, the management reviews related person transactions in which we are or will
be a participant to determine if they are fair and beneficial to the Company. Financial transactions, arrangements, relationships
or any series of similar transactions, arrangements or relationships in which a related person has or will have a material interest
and that exceeds the lesser of: (i) $10,000, and (ii) one percent of the average of the Company’s total assets at year-end
for the last two completed fiscal years, in the aggregate per year are subject to the boards review. Any member of the board who
is a related person with respect to a transaction under review may not participate in the deliberation or vote requesting approval
or ratification of the transaction. Transactions that are subject to the policy include any transaction, arrangement or relationship
(including indebtedness or guarantees of indebtedness) in which the Company is a participant with a related person. The related
person may have a direct or indirect material interest in the transaction. It is Company policy that the board shall approve any
related party transaction before the commencement of the transaction. However, if the transaction is not identified before commencement,
it must still be presented to the board for their review and ratification.
NATUR
INTERNATIONAL CORP.
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Revenue
Recognition.
Beginning on January 1, 2018, the Company recognizes revenue under ASC 606, Revenue from Contracts with Customers.
The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods
or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange
for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will
collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. The following
five steps are applied to achieve that core principle:
Step
1: Identify the contract with the customer
Step
2: Identify the performance obligations in the contract
Step
3: Determine the transaction price
Step
4: Allocate the transaction price to the performance obligations in the contract
Step
5: Recognize revenue when the company satisfies a performance obligation
The
Company’s performance obligations are satisfied at the point in time when products are received by the customer, which is
when the customer has title and the significant risks and rewards of ownership. Therefore, the Company’s contracts have
a single performance obligation (shipment of product). The Company primarily receives fixed consideration for sales of product.
The
Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers
contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities
are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised
service to the customer. Revenue and costs of sales are recognized when control of the products transfers to our customer, which
generally occurs upon delivery to the customer. The Company’s performance obligations are satisfied at that time.
Share-Based
Payment Arrangements.
The Company measures the cost of employee services received in exchange for an award of equity instruments
(share-based payments, or SBP) based on the grant-date fair value of the award. That cost is recognized over the period during
which an employee is required to provide service in exchange for the SBP award—the requisite service period (vesting period).
For SBP awards subject to conditions, compensation is not recognized until the performance condition is probable of occurrence.
The grant-date fair value of share options is estimated using the Black-Scholes-Merton option-pricing model. The Company adopted
ASU 2018-07 in the first quarter of 2019 which aligns the accounting for share-based payment awards issued to employees and non-employees.
The fair value of each option granted during the period ended
June 30, 2019 was estimated on the date of grant using the Black-Scholes-Merton option-pricing model with the weighted average
assumptions in the following table:
|
|
2019
|
|
|
2018
|
|
Expected dividend yield
|
|
|
0
|
%
|
|
|
-
|
|
Expected option term (years)
|
|
|
6
|
|
|
|
-
|
|
Expected volatility
|
|
|
382
|
%
|
|
|
-
|
|
Risk-free interest rate
|
|
|
3
|
%
|
|
|
-
|
|
The
expected term of options granted represents the period of time that options granted are expected to be outstanding. The expected
volatility was based on the volatility in the trading of the Company’s common stock. The assumed discount rate was the default
risk-free six-year interest rate in the Netherlands.
NATUR
INTERNATIONAL CORP.
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Revenues
do not include sales or other taxes collected from customers.
The Company’s products are sold and distributed through
various channels, which include selling directly to retail stores and other outlets such as food markets, institutional accounts
and independent outlets. The Company typically collects payment from customers within 30 days from the date of sale. The following
table presents our continued revenues disaggregated by geographical region for the six-month period ended June 30, 2019:
|
|
June
30,
2019
|
|
|
June
30,
2018
|
|
Netherlands
|
|
|
72,553
|
|
|
|
942,433
|
|
France
|
|
|
-
|
|
|
|
-
|
|
Iceland
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
|
72,553
|
|
|
|
942,433
|
|
The
Company sells its products and extends credit, generally without requiring collateral, based on an ongoing evaluation of the customer’s
business prospects and financial condition. The Company evaluates the collectability of its trade accounts receivable based on
a number of factors, including the Company’s historic collections pattern and changes to a specific customer’s ability
to meet its financial obligations. The Company has established an allowance for doubtful accounts to adjust the recorded receivable
to the estimated amount the Company believes will ultimately be collected.
The
nature of the Company’s contracts does not give rise to variable consideration, such as prospective and retrospective rebates.
The Company experiences customer returns primarily as a result
of damaged or out-of-date product. At any given time, the Company estimates less than 1% of sales could be at risk for return
by customers. As the company do not deem this amount to be material no provision was recorded for the period ended 30 June, 2019.
Returned product is recognized as a reduction of net sales.
Recent
Accounting Pronouncements
Compensation—Stock
Compensation:
On June 20, 2018, the FASB issued ASU No. 2018-07,
Compensation—Stock Compensation (Topic 718) - Improvements
to Nonemployee Share-Based Payment Accounting,
which aligns the accounting for share-based payment awards issued to employees
and nonemployees. Under ASU No. 2018-07, the existing employee guidance will apply to nonemployee share-based transactions (as
long as the transaction is not effectively a form of financing), with the exception of specific guidance related to the attribution
of compensation cost. The cost of nonemployee awards will continue to be recorded as if the grantor had paid cash for the goods
or services. In addition, the contractual term will be able to be used in lieu of an expected term in the option-pricing model
for nonemployee awards. The adoption had no impact on the Company’s historic financial statements.
Leases:
In February 2016, the FASB issued ASU No. 2016-02,
“Leases (Topic 842)”. This update requires the recognition of lease assets and lease liabilities on the balance sheet
for leases classified as operating leases under previous guidance. The accounting for finance leases (capital leases) was substantially
unchanged. The original guidance required application on a modified retrospective basis with adjustments to the earliest comparative
period presented. In August 2018, the FASB issued ASU No. 2018-11, “Targeted Improvements to ASC 842,” which included
an option to not restate comparative periods in transition and elect to use the effective date of ASU No. 2016-02 as the date
of initial application, which the Company elected. As a result, the consolidated balance sheet prior to January 1, 2019 was not
restated, and continues to be reported under previous guidance that did not require the recognition of operating lease liabilities
and corresponding lease assets on the consolidated balance sheet. As a result of the adoption of ASU No. 2016-02 on January 1,
2019, the Company recorded operating lease right-of-use assets of $580,310 and operating lease liabilities of $578,007.
NATUR
INTERNATIONAL CORP.
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Foreign
Currency Translation.
The Company follows Section 830-10-45 of the FASB Accounting Standards Codification (“Section
830-10-45”) for foreign currency translation to translate the financial statements from the functional currency, generally
the local currency, into U.S. Dollars. Section 830-10-45 sets out the guidance relating to how a reporting entity determines the
functional currency of a foreign entity (including of a foreign entity in a highly inflationary economy), re-measures the books
of record (if necessary), and characterizes transaction gains and losses. Pursuant to Section 830-10-45, the assets, liabilities,
and operations of a foreign entity shall be measured using the functional currency of that entity. An entity’s functional
currency is the currency of the primary economic environment in which the entity operates; normally, that is the currency of the
environment, or local currency, in which an entity primarily generates and expends cash.
The
financial records of the Company are maintained in its local currency, the euro (“EUR”), which is the functional currency.
Assets and liabilities are translated from the local currency into the reporting currency, U.S. dollars, at the exchange rate
prevailing at the balance sheet date. Revenues and expenses are translated at weighted average exchange rates for the period to
approximate translation at the exchange rates prevailing at the dates those elements are recognized in the consolidated financial
statements. Foreign currency translation gain (loss) resulting from the process of translating the local currency financial statements
into U.S. dollars are included in determining accumulated other comprehensive income in the consolidated statement of stockholders’
equity.
NATUR
INTERNATIONAL CORP.
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Unless
otherwise noted, the rate presented below per U.S. $1.00 was the midpoint of the interbank rate as quoted by OANDA Corporation
(www.oanda.com) contained in its consolidated financial statements. Translation of amounts from EUR into U.S. dollars has been
made at the following exchange rates for the respective periods:
|
|
June 30,
2019
|
|
|
December 31,
2018
|
|
Balance Sheets
|
|
|
0.8849
|
|
|
|
0.8734
|
|
Statements of operations and comprehensive income (loss)
|
|
|
0.8895
|
|
|
|
0.8464
|
|
Equity
|
|
|
0.9037
|
|
|
|
0.9037
|
|
Cost
of Revenues.
Cost of revenue includes all direct expenses incurred to produce the revenue for the period. This includes, but
is not limited to, costs for finished products, pick packing costs, storage costs and transportation costs. Cost of revenues are
recorded in the same period as the resulting revenue.
Employee
Benefits.
Wages, salaries, bonuses and social security contributions are recognized as an expense in the year in which the
associated services are rendered by employees. For any unused portion of vacation leave, an accrual is recorded for carry over
to the following year.
Income
Taxes.
The Company is subject to US corporation tax. The US combined federal and state corporate tax rate is 23%. The company’s
United States net operating losses totaled $3,483,928 as of December 31, 2017 and begin to expire in tax years 2032 and following.
Net losses from US operating totaled $157,386 for 2018 and may be carried forward indefinitely. The company is subject to US Internal
Revenue Code rules limiting the use of US net operating losses after the merger with Future Health Care of America during 2018
(described in Note 17). This limitation has no effect on the Company’s financial statements because the Company has recognized
no deferred tax asset with respect to its net operating loss carryforwards. The NOLs are the cumulative NOL’s per the Company’s
2017 federal income tax return. The 382 limit will not be factored in until the company has income and the limit is therefore
applicable.
Natur BPS B.V., the Dutch subsidiary of Natur International Corp
is structured as a Dutch limited liability company. Tax on the result is calculated based on the result before tax in the profit
and loss account, considering losses available for set-off from previous years (to the extent that they have not already been
included in the deferred tax assets) and exempt profit components and after the addition of non-deductible costs. Due account
is also taken of changes which occur in the deferred tax assets and deferred tax liabilities in respect of changes in the applicable
tax rate.
The
corporate tax rate for profits above $238,812 (or €200,000) amounts to 25%. Below that amount the rate is 20%. Future profits
can be carried back to prior year losses for a maximum of 9 years for the full amount of losses incurred.
In
the financial statements of group companies, a tax charge is calculated on the basis of the accounting result. The corporate income
tax that is due by these group companies is charged into the current accounts of the company.
Because
of the compensable losses no deferred taxes are included in the financial statements. From incorporation of the company only the
Corporation Tax return of 2015/2016 has been filed. All years are still subject to examination.
Fair
Value of Financial Instruments.
The carrying value of short-term instruments, including cash, accounts payable and accrued
expenses, and short-term notes approximate fair value due to the relatively short period to maturity for these instruments. The
long-term debt approximate fair value since the related rates of interest approximate current market rates.
Fair
value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in
the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on
the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use
of unobservable inputs.
The
Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis.
Income
/(Loss) Per Share
- The Company computes income (loss) per share in accordance with Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) Topic 260 Earnings Per Share, which requires the Company to present basic
earnings per share and diluted earnings per share when the effect is dilutive (see Note 12).
NATUR
INTERNATIONAL CORP.
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
3 – GOING CONCERN
The Company considered its going concern disclosure
requirements in accordance with ASC 240-40-50. We have had material operating losses, working capital deficit and have not
yet created positive cash flows. These factors raise substantial doubt as to our ability to continue as a going concern. The
Company concluded, in spite of the decreased cash flow from operations, both the elimination of certain debt and the
successful raising of new capital and obtaining new capital commitments during the second quarter of 2019, that it has
materially improved its capital so as to continue as going concern. The Company implemented a plan in the second quarter of
2019 to further structurally improve the conditions for its continuing as a going concern; (i) the Company implemented
certain cost savings, primarily to its overhead requirements, (ii) the Company will continue to generate additional revenue
(and positive cash flows from operations) partly related to the Company’s expansion into new product lines during 2019
and partly related to the Company sales initiatives already implemented; and (iii) undertook a reorganization and
restructuring program to reduce its debt that has now been completed. The corporate restructuring through the Petition in May
2019 is further disclosed in Note 13 to these financial statements. These actions have had an overall positive impact on the
cost-basis of the organization. Notwithstanding the foregoing, the Company will continue to need additional capital from
investors to fund its larger business plan and maintain the continuity and growth of its current operations. The accompanying
financial statements have been prepared assuming that the Company will continue as a going concern.
NOTE 4 – FIXED ASSETS
Property, equipment and intangible assets at June 30, 2019,
and December 31, 2018, consisted of the following:
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
Building and improvements
|
|
|
-
|
|
|
|
491,847
|
|
Machines and installations
|
|
|
-
|
|
|
|
65,886
|
|
Furniture and fixtures
|
|
|
60,117
|
|
|
|
200,508
|
|
Hardware and software
|
|
|
-
|
|
|
|
80,163
|
|
|
|
|
60,117
|
|
|
|
838,404
|
|
|
|
|
|
|
|
|
|
|
Less: Accumulated Depreciation & Amortization
|
|
|
(1,432
|
)
|
|
|
(314,894
|
)
|
|
|
|
58,685
|
|
|
|
523,510
|
|
NOTE
5 – OTHER CURRENT ASSETS
Other
current assets at June 30, 2019 and December 31, 2018 consisted of the following:
|
|
June 30,
2019
|
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
Value Added Tax receivable
|
|
|
34,878
|
|
|
|
67,388
|
|
Prepaid expenses
|
|
|
25,396
|
|
|
|
32,054
|
|
Other Receivables
|
|
|
-
|
|
|
|
93
|
|
|
|
|
60,274
|
|
|
|
99,535
|
|
NATUR
INTERNATIONAL CORP.
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
6 – ACCRUED EXPENSES & OTHER CONTINGENT LIABILITIES
Accrued
expenses & other contingent liabilities at June 30, 2019 and December 31, 2018 consisted of the following:
|
|
June 30,
2019
|
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
Taxes payable
|
|
|
21,628
|
|
|
|
352,423
|
|
Invoices to be received
|
|
|
26,018
|
|
|
|
3,972
|
|
Holiday Allowance Payable
|
|
|
2,558
|
|
|
|
24,642
|
|
Other accrued expenses & other contingent liabilities
|
|
|
56,183
|
|
|
|
202,124
|
|
|
|
|
106,387
|
|
|
|
583,161
|
|
NOTE
7 – RELATED PARTY OTHER LIABILITIES
Related party other liabilities at June 30, 2019 and December
31, 2018 consisted of the following:
|
|
June 30,
2019
|
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
NL Life Sciences B.V.
|
|
|
2,088,917
|
|
|
|
563,118
|
|
STB Family Offices SARL
|
|
|
227,323
|
|
|
|
200,234
|
|
STB Family Offices B.V.
|
|
|
-
|
|
|
|
661,432
|
|
Stichting Thank You Nature
|
|
|
-
|
|
|
|
16,913
|
|
Flare Media B.V.
|
|
|
-
|
|
|
|
25,458
|
|
AMC
|
|
|
193,632
|
|
|
|
325,382
|
|
Management & Board Fees
|
|
|
278,092
|
|
|
|
142,154
|
|
Yoomoo Limited
|
|
|
-
|
|
|
|
98,014
|
|
TriDutch Holding B.V.
|
|
|
21,975
|
|
|
|
-
|
|
|
|
|
2,809,939
|
|
|
|
2,032,705
|
|
For the outstanding amount relating to AMC this transaction
relates to the purchase of bottled juices for resale. Total purchases relating to goods sold for the six-month period ended June
30, 2019 and the six-month period ended June 30, 2018 was $41,130, and $797,770, respectively.
For the related party balance liability held
from NL Life Sciences, STB Family Offices SARL and TriDutch Holding B.V there is no repayment schedule in place. No interest is
being charged. For the related party liability held with Flare Media B.V., STB Family Office B.V. in May 2019 the debt was fully
transferred to NL Life Sciences B.V. as part of a debt restructuring. This balance will be converted into equity in the third
quarter of 2019.
The other loans consist of the procurement of goods and consulting
fees for the management team that have accrued from previous periods. No interest is being charged.
NATUR
INTERNATIONAL CORP.
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
8 – RELATED PARTY OTHER NOTES
Loan
from other related parties at June 30, 2019 and December 31, 2018 consisted of the following:
|
|
June 30,
2019
|
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
Efficiency Life Fund
|
|
|
2,984,017
|
|
|
|
400,750
|
|
TriDutch Holding B.V.
|
|
|
-
|
|
|
|
672,099
|
|
|
|
|
2,984,017
|
|
|
|
1,072,849
|
|
For the loan from TriDutch Holding B.V., in May 2019 the
debt was fully transferred to NL Life Sciences B.V. as part of a debt restructuring.
For the loan from Efficiency Life Fund there is a repayment schedule in place to repay the loan in 10 installments
from July 2019 to April 2022 and the debt therefore transferred from a related party liability to a loan.
NOTE
9 – CONVERTIBLE NOTE PAYABLE
Convertible
loans payable at June 30, 2019 and December 31, 2018 consisted of the following:
|
|
June 30,
2019
|
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
Convertible loan 1
|
|
|
636,614
|
|
|
|
629,750
|
|
Convertible loan 2
|
|
|
-
|
|
|
|
970,960
|
|
Convertible loan 3
|
|
|
566,235
|
|
|
|
-
|
|
|
|
|
1,202,849
|
|
|
|
1,600,710
|
|
Convertible
Loan 1
Party for loan 1 had granted a loan facility in the principle
amount of $581,058 or €500,000 with the right, but not the obligation to convert the outstanding loan amounts into shares
in the capital of Natur at a company valuation of $17.4 million or €15 million for a term from December 19, 2017, till the
maturity date of December 31, 2018, at an interest rate of 10% per annum. In July 2019 the amount was fully converted to common
stock of the company.
Convertible
Loan 2
On October 20, 2017, an amount of $929,692 or €800,000
was advanced to the Company for a loan agreement that was drafted but never signed. An interest rate of 5% per annum is calculated
and the loan has a maturity date of February 28, 2018. Repeated attempts at correspondence was made between the Company and the
lender’s attorney in April and May 2019 to discuss converting the balance to Common Stock of the Company on the bankruptcy
of Natur Holding B.V. as no response was received the amount remains in Natur Holding B.V. who’s estate is being managed
independently by a court issued Curator.
Convertible
Loan 3
Natur Holding B.V., the principle subsidiary of Natur International
Corp, entered into a loan agreement with Dam! Holding B.V., under which Natur Holding may borrow up to US$560,915 or €500,000.
The final terms of the agreement were concluded on February 18, 2019.The full drawdown of US$560,915 was made in three tranches
throughout January and February 2019. It is the company’s intention to fully convert this to common stock in the third quarter
of 2019.
NATUR
INTERNATIONAL CORP.
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
10 – RELATED PARTY CONVERTIBLE NOTE PAYABLE
Related party convertible note payable at June 30, 2019 and
December 31, 2018 consisted of the following:
|
|
June 30,
2019
|
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
Convertible loan Efficiency Life Fund
|
|
|
-
|
|
|
|
11,671,743
|
|
As
at June 26, 2019 $8,830,140 of the balance was converted Into Series Preferred C stock, this stock then converted to Common
stock after the increase in authorized share capital of NTRU . The remainder of the balance is currently being held as loan
with the company as described and shown in note 8.
NOTE
11 – OPTIONS & WARRANTS
On November 13, 2018, the Company closed a subscription agreement
and debt conversion agreement with Alpha Capital Anstalt wherein the Company granted the following warrants to purchase:
-
|
A total of 33,000,000 shares of common stock,
at $0.0606060 per share, exercisable for four years.
|
-
|
A total of 6,000,000 shares of common stock,
at $0.15 per share, exercisable for four years.
|
A
summary of the status of the warrants granted is presented below for the three months ended:
|
|
June
30, 2019
|
|
|
December
31, 2018
|
|
|
|
Shares
|
|
|
Weighted
Average
Exercise Price
|
|
|
Shares
|
|
|
Weighted
Average
Exercise Price
|
|
Outstanding at beginning of period
|
|
|
39,000,000
|
|
|
$
|
0.074
|
|
|
|
-
|
|
|
$
|
-
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
|
|
39,000,000
|
|
|
|
0.074
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Expired
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Outstanding at end of period
|
|
|
39,000,000
|
|
|
$
|
0.074
|
|
|
|
39,000,000
|
|
|
$
|
0.074
|
|
On January 16, 2019, the Company completed compensatory arrangements
with three board members of Natur International Corp. with the following terms:
Mr. Anthony Joel Bay, through La Bay Ventures Inc., will be
issued a six-year option to purchase an aggregate of 7,319,321 shares of common stock of the Company. The option granted by the
Company provides for equal quarterly vesting of the shares commencing March 31, 2019, over three years ending December 31, 2021,
with the right to exercise vested shares at $.030303 per share at any time until March 31, 2025, the sixth-year anniversary. The
option provides for cashless exercise and may be registered for resale at the election of the Company. If the service agreement
is terminated for a breach thereof, all vested and unvested options will terminate, but if the service agreement is otherwise
terminated, then only then vested options will continue to be exercisable for the full term.
Mr. Rudolf Derk Huisman, through Pas Beheer B.V., will be issued
a six-year option to purchase an aggregate of 7,319,321 shares of common stock of the Company. The option granted by the Company
provides for equal quarterly vesting of the shares commencing March 31, 2019, over three years ending December 31, 2021, with
the right to exercise vested shares at $.030303 per share at any time until March 31, 2025, the sixth-year anniversary. The option
provides for cashless exercise and may be registered for resale at the election of the Company If the service agreement is terminated
for a breach thereof, all vested and unvested options will terminate, but if the service agreement is otherwise terminated, then
only then vested options will continue to be exercisable for the full term.
Ms. Ellen Berkers, through Montrose Executive Management,
will be issued an aggregate of 5,800,000 share of options to purchase common stock of the Company as part of
her termination arrangement dated May 30, 2019. The option granted by the Company provides for the right to exercise the
shares at $.030303 per share at any time from April 1, 2022 until March 31, 2025. The option provides for cashless exercise
and may be registered for resale at the election of the Company.
NATUR
INTERNATIONAL CORP.
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
11 – OPTIONS & WARRANTS - continued
Mr. Robert A. Paladino, through Cavalier Aire LLC., will be issued
a six-year option to purchase an aggregate of 7,319,321 shares of common stock of NTRU. The option granted by the Company provides
for equal quarterly vesting of the shares commencing March 31, 2019, over three years ending December 31, 2021, with the right
to exercise vested shares at $.030303 per share at any time until March 31, 2025, the sixth-year anniversary. The option provides
for cashless exercise and may be registered for resale at the election of the Company. If the service agreement is terminated
for a breach thereof, all vested and unvested options will terminate, but if the service agreement is otherwise terminated, then
only then vested options will continue to be exercisable for the full term.
A summary of the status of the share options is presented below
for the six months ended:
|
|
June 30, 2019
|
|
|
December 31, 2018
|
|
|
|
Shares
|
|
|
Weighted Average Fair Value
|
|
|
Shares
|
|
|
Weighted Average Fair Value
|
|
Outstanding at beginning of period
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
Vested
|
|
|
9,459,688
|
|
|
|
0.071
|
|
|
|
-
|
|
|
|
-
|
|
Unvested
|
|
|
18,298,275
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
|
0.071
|
|
|
|
-
|
|
|
|
-
|
|
Expired
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Outstanding at end of period
|
|
|
27,757,963
|
|
|
$
|
0.071
|
|
|
|
-
|
|
|
$
|
-
|
|
The fair value of all stock options outstanding at 30 June,
2019 is $1,970,813 at a weighted average fair value of $0.071 per option.
NATUR
INTERNATIONAL CORP.
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
12 – LOSS PER SHARE
At June
30, 2019, the Company had 310,597,593 shares issues and outstanding at a par value of $.001. The Company also has 2,397.130 preferred
A shares issued and outstanding. Alpha Capital Anstalt has two outstanding warrants issued on November 13, 2018, each with 4-year
terms. The first warrant has an exercise price of $0.060606 for 36,000,000 shares and the second warrant is exercisable for 6,000,000
shares at a $0.15 exercise price. The Company has reserved 16,240,000
shares
of Common Stock for management incentive awards. At December 31, 2018, the Company had 129,049,192 shares of common stock issued
and outstanding.
NOTE
13 – DISCONTINUED OPERATIONS AND ASSETS/LIABILITIES HELD FOR DISPOSAL
Effective November 30, 2018, the Company closed the London
office and shops as part of the restructuring plan. Functionally the operations were shut down before December 31, 2018, and therefore
we have qualified it as discontinued operations the sale of assets is in process. The existing support functions were transferred
to the headquarters in Amsterdam as part of the centralization of support staff initiative.
As of March 22, 2019, the company Naturalicious
UK Limited was put into liquidation and the matters are being dealt with by a qualified administration firm in the United Kingdom.
A board meeting was held on March 22, 2019, and it was agreed to liquidate the company. Currently the rights and obligations of
the company are handled by the administration firm and the legal obligation over the liabilities are extinguished. As we no longer
have any rights or obligations to the indirect subsidiary, it has been removed from the consolidation and the net liability position
of the company is released and recognized as a gain on disposal.
Effective August 31, 2018, the Company offices in Casper, Wyoming
were closed at the termination of its health care operations.. The increase in costs coupled with a decrease in business activity,
led to the decision to close the Casper, Wyoming operations. In closing the office, the Company transitioned its clients to new
service providers, and terminated employees as the transition happened. The month to month lease was terminated with the landlord
on August 31, 2018.
In line with the objective to secure the continuity of the
Company, it was decided late 2018 to extend the product line with added functional extracts (Nutrigenomics, hemp-derived
extracts). For this, the Company established Natur BPS B.V. (formerly Natur CBD B.V.) as a sister company of Natur Holding
B.V. at March 13, 2019, wholly owned by Natur International Corp. Based on global developments and following the success of
companies in the USA and Canada, the Company defined new growth objectives with complementary products based on hemp-derived
extracts as a new revenue model. Additional funding was sought in the market, but it became apparent that the willingness of
new investors to provide the company with funding in debt or equity was dependent on the restructuring of the existing debt
on the balance sheet of the Company. As most of this debt is held on the balance sheet of Natur Holding B.V., it was decided
to develop a restructuring plan to:
|
A.
|
Establish an asset transfer from Natur Holding B.V. to Natur CBD B.V., optimizing the proceeds for these assets and subsequently liquidate Natur Holding B.V.;
|
|
B.
|
Continue the business in Natur CBD B.V. with an extended portfolio of functional products, including food and beverages infused with hemp-derived extracts and deliver the objectives as set by the Board
|
|
C.
|
Expeditiously seek new funding in the form of (long-term) or convertible debt or equity. Discussions with Third parties are on-going.
|
In May 2019 we reached agreements with most of the debtholders
to convert their debt to equity and effective from May 1, 2019, the asset transfer between Natur Holding B.V. and its sister company
Natur BPS B.V was executed and Natur Holding B.V. and its wholly owned subsidiaries were declared bankrupt by the Court in Amsterdam,
the Netherlands. The total debt that was converted to shares of common stock to be issued is $ 6,754,575.
In June we reached agreement with private
investors for the sale of preferred stock and warrants. At June 30, 2019, agreements were signed for a total of $2,064,756 against
65,621.283 of to be issued shares of several series of preferred stock.
NATUR
INTERNATIONAL CORP.
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
13 – DISCONTINUED OPERATIONS AND ASSETS/LIABILITIES HELD FOR DISPOSAL - continued
The following table presents the carrying amounts of the major
classes of assets and liabilities included in our discontinued operations as presented on our Unaudited Consolidated Balance Sheet
as of June 30, 2019.
NATUR
INTERNATIONAL CORP
UNAUDITED
BALANCE SHEET OF DISCONTINUED OPERATIONS
|
|
For
the Six Months
|
|
|
December
31, 2018
|
|
Current assets
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
-
|
|
|
|
-
|
|
Related party receivable
|
|
|
-
|
|
|
|
201,907
|
|
Accounts receivable
|
|
|
-
|
|
|
|
124,016
|
|
Inventories
|
|
|
-
|
|
|
|
-
|
|
Other
current assets
|
|
|
-
|
|
|
|
51,705
|
|
Total current assets
|
|
|
-
|
|
|
|
377,628
|
|
|
|
|
|
|
|
|
|
|
Fixed Assets
|
|
|
|
|
|
|
|
|
Tangible fixed assets
|
|
|
-
|
|
|
|
27,547
|
|
Financial
Fixed Assets
|
|
|
-
|
|
|
|
23,618
|
|
Total
fixed assets
|
|
|
-
|
|
|
|
51,165
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
|
-
|
|
|
|
428,793
|
|
|
|
|
|
|
|
|
|
|
Short term debt
|
|
|
|
|
|
|
|
|
Accounts Payable
|
|
|
36,894
|
|
|
|
643,616
|
|
Accrued
expenses & other contingent liabilities
|
|
|
133,575
|
|
|
|
243,510
|
|
Total short-term debt
|
|
|
170,469
|
|
|
|
887,126
|
|
NATUR
INTERNATIONAL CORP
UNAUDITED
INCOME STATEMENT OF DISCONTINUED OPERATIONS
|
|
For
the Three Months
|
|
|
For
the Six Months
|
|
|
|
For
the Six Months
|
|
|
December
31, 2018
|
|
|
|
|
|
|
|
|
REVENUE
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
COST OF GOODS SOLD
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
GROSS MARGIN
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
Wages & Salaries
|
|
|
-
|
|
|
|
-
|
|
Selling, General
& Administrative
|
|
|
(42,211
|
)
|
|
|
(81,621
|
)
|
Amortization
& depreciation
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
(42,211
|
)
|
|
|
(81,621
|
)
|
|
|
|
|
|
|
|
|
|
LOSS FROM OPERATIONS
|
|
|
42,211
|
|
|
|
81,621
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
LOSS FROM DISCONTINUED OPERATIONS
|
|
|
42,211
|
|
|
|
81,621
|
|
NATUR
INTERNATIONAL CORP.
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
14 – SUBSEQUENT EVENTS
In July 2019 the Company reached agreement with certain non-US
private investors to invest in total $1,765,605 to acquire 46,947.368 of the Series G Preferred Stock. These preferred shares have
registration rights.
On July 25, 2019 the Company entered into
a Purchase and Recapitalization Agreement (“Recapitalization Agreement”) with DRBG Holdco, LLC, a Delaware limited
liability company, Temple Turmeric, Inc., a Delaware corporation, Daniel Sullivan, Tim Quick, and TQ Holdings LLC, a New Hampshire
limited liability company to acquire the business of Temple. Under the Recapitalization Agreement the Company acquired 15,121,984
shares of Series A Preferred Stock of Temple from DRBG for a nominal amount and acquired from TQH a promissory note in the principal
amount of $100,000, plus all accrued and unpaid interest. As part of the transaction Temple issued to DRBG a warrant to acquire
a percentage of the Temple equity. The Temple board of directors will have three of the five directors appointed by the Company
pursuant to the terms of the Series A Shares. The Series A Shares represent an approximate 52% of the equity of Temple, on a fully
diluted basis.
Under the Recapitalization Agreement the Company will provide
working capital to Temple in the amount of not less than $150,000 but up to $250,000. The Company will acquire additional equity
ownership of Temple for this investment based on a valuation of Temple of $1,000,000. This further investment will increase the
controlling position of the Company in combination with its ownership of the Series A Shares.
The Temple warrant is exercisable for the greater of 1,493,735
shares of common stock of Temple or 2.5% of the equity of Temple on a fully diluted basis. The exercise price per share is the
par value of the common stock to be acquired upon exercise of the Temple warrant. The exercise period is ten years, but not later
than the earlier of the consummation of the initial public offering by Temple or a sale transaction of Temple, as defined in the
Warrant. The Temple warrant has a cashless conversion right and has typical anti-dilution rights for dividends, reverse splits
and changes in the capitalization of Temple.
On July 19, 2019, the board of directors of the Company appointed
Mr. Paul Bartley as the Chief Executive Officer of the Company and appointed him to be a director of the Company, filling one of
the existing vacancies on the Board of Directors. On June 30, 2019, the Company lent to Share International Holding B.V. a company
of which Mr. Bartley is a principal, the sum $250,000 under a promissory note, due January 4, 2020. The note bears interest at
the rate of 10%. SIH requested the loan to finance the costs relating to the conclusion of the merger such as extensive travel,
third party consultancy fees and legal costs. Natur International Corp. was willing to provide the loan pending the outcome of
the merger discussions.
The repayment obligation under the note will be cancelled if
no business arrangement is concluded due to a breach by the Company of any agreement for the business arrangement that is concluded
in the future, either party to the note experiences a material adverse change, or the business arrangement is not approved by the
shareholders or owners of the respective parties to the extent that approval is required. The note also has other standard default
provisions under which the Company may declare a default.
On July 29, 2019, $639,784 of an outstanding
loan facility in the principle amount of $581,058 or €500,000 plus accrued interest, at an interest rate of 10% per annum,
was converted to common stock of the company. On this date the debt was converted and 11,632,445 of common stock was issued to
the borrower.
NATUR
INTERNATIONAL CORP.
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
15 – RECAPITALIZATION
As
discussed in Note 1 – Organization and nature of business, effective November 13, 2018, Future Healthcare of America entered
into a reverse capitalization transaction with Natur Holding B.V. In conjunction with the transaction the Company was recapitalized,
resulting in the capital structure outlined below. The main purpose of the transaction was to raise additional capital for the
purposes of growth. The historical number of common shares of Nature Holding B.V. presented in our financial statements were converted
to post-acquisition shares on a 1 to 112 basis.
The following shares of common stock were issued in connection
with the reverse capitalization transaction. Natur shareholders had a controlling voting percentage of 94% subsequent to the transaction:
-
|
115,759,999 shares of common stock were issued to the Natur shareholders.
|
-
|
2,023,562 shares of common stock were issued to two of the former
management of the Company for their cancellation and release of accrued salaries
|
-
|
2,469,131 shares of Series A Preferred Stock were issued for a cash
capital investment of $2,000,000 and debt forgiveness of $469,131. The shares of Series A Preferred Stock will convert at
a ratio of 1 share to 33,000 common shares.
|
-
|
100,000 shares of Series B Preferred Stock were issued to the Natur Holding B.V. shareholders. These shares
convert at a ratio of 1 share to 1,000 common shares.
|
NOTE
16 – STOCKHOLDERS’ DEFICIT
On November 13, 2018, Future Healthcare of America completed
a transactions pursuant to the Share Exchange Agreement discussed in Note 1. In connection with the Share Exchange Transaction,
the Company issued the equivalent of 215,759,999 shares of the Common Stock to the former shareholders of Nature Holding B.V.,
which was issued in part as 115,760,000 shares of Common Stock and in part as 100,000 shares of voting, convertible Series B Preferred
Stock (the “Series B Preferred Stock”) representing 100,000,000 shares of Common Stock upon conversion. The Series
B Preferred Stock converted automatically into the Common Stock on June 26, 2019, when the Company increased its authorized capital
in sufficient amount to permit the conversion of the Series B Preferred Stock. At closing the number of common shares, issued
and outstanding was 322,230,038. Per the OTC listing the shares were officially converted on the July 2, 2019.
On September 21, 2018, Parent Company also executed a Securities
Purchase Agreement (the “SPA”) by which it agreed to privately issue and sell to Alpha Capital Anstalt (the “Alpha”)
2,469.131 shares of non-voting, convertible Series A Preferred Stock, each share convertible into approximately 33,000 shares
of Common Stock, based on a per common share conversion rate of $.030303. Alpha also purchased two warrants, one pursuant to the
SPA that is exercisable for 33,000,000 shares of Common Stock at $.060606 per share and another one pursuant to a debt cancellation
agreement exercisable for 6,000,000 shares of Common Stock at $.15 per share. The aggregate purchase price for the Series A Preferred
Stock and the warrant for 33,333,000 shares of common stock was $2,000,000 in cash and conversion of $469,131 of outstanding debt.
The other warrant was issued for conversion of outstanding interest due Alpha under a prior loan agreement to Future Healthcare
of America. Prior to the acquisition of Natur Holding, B.V., Alpha also had cancelled approximately $651,000 of debt principle
and interest due from the Company. These transactions eliminated $1,420,000 of debt principle and interest of the Company and
improved its balance sheet. As part of the SPA transaction, Alpha has also agreed to reimburse up to $100,000 of the liabilities
of Parent Company existing at the closing date, which has not yet been paid.
On March 19, 2019, the holder of the Series A Preferred Stock
converted 72 of such shares with a stated value of $72,000 for 2,376,002 shares of common stock. The applicable conversion price
per common share was $0.030303. The Company did not receive any payment on this conversion, having received the consideration
for the Series A Preferred Shares on November 12, 2018. There are remaining an aggregate of 2,397.131 shares of Series A Preferred
Stock issued and outstanding. The shares of common stock issued on conversion are registered for resale by the holder.
On April 4, 2019, the Company filed an Articles of Amendment
in the State of Wyoming to create a new class of Series C Preferred Stock, which was returned as of April 9, 2019. The Series
C Preferred Stock was converted into 78,832,399 shares of Common Stock on June 26, 2019. Per the OTC listing the shares were officially
converted on the July 2, 2019.
In June 2019, the Company has entered into a series of agreements
under which it will be required to issue the following different series of preferred stock, subject to certain conditions precedent.
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Series Preferred Stock D: 15,789.473 preferred shares, conversion to common shares at a ratio of 1:1,000. price per share of $31.70, no voting rights and a warrant reflecting the right to buy 20,000,000 shares at an exercise price of $0.06
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Series
Preferred Stock E: 56,443.551 preferred shares, conversion to common shares at a ratio
of 1:1,000, price per share of $30,40, no voting rights and a warrant reflecting the
right to buy 56,443,551 shares at an exercise price of $0.0304
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Series Preferred Sock F: 49,342.105 preferred shares, conversion to common shares at a ratio of 1:1,000, price per share $0.0304, registration rights, and warrant reflecting the right to buy 740,130,158 shares at an exercise price of $0.0304.
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Series
Preferred Sock G: 46,947.368 preferred shares, conversion to common shares at a ratio
of 1:1,000, price per share of $0.038, registration rights and a warrant reflecting the
right to buy 46,947,368 shares at an exercise price of $0.076.
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