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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Rafina Innovations Inc (CE) | USOTC:VICA | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0001 | 0.00 | 01:00:00 |
(Mark One)
|
|
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
|
For the quarterly period ended June 30, 2017
|
|
|
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
|
For the transition period from
__________
to
__________
|
|
Yes
|
[X]
|
No
|
[ ]
|
|
Yes
|
[X]
|
No
|
[ ]
|
|
|
Large accelerated filer[ ]
|
Accelerated filer [ ]
|
Non-accelerated filer[ ] (Do not check if a smaller reporting company)
|
Smaller reporting company [X]
|
|
Emerging growth company [X]
|
|
Yes
|
[ ]
|
No
|
[X]
|
|
Yes
|
[ ]
|
No
|
[ ]
|
|
197,320,978 shares of common stock issued and outstanding as of August 2, 2017.
|
|
|
|
Page
|
|
PART I – Financial Information
|
|
|
|
|
Financial Statements
|
4
|
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
5
|
|
Quantitative and Qualitative Disclosures About Market Risk
|
12
|
|
Controls and Procedures
|
12
|
|
|
|
|
|
PART II – Other Information
|
|
|
|
|
Legal Proceedings
|
14
|
|
Risk Factors
|
14
|
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
14
|
|
Defaults Upon Senior Securities
|
14
|
|
Mine Safety Disclosures
|
14
|
|
Other Information
|
14
|
|
Exhibits
|
15
|
|
|
15
|
|
Page
|
F-1
|
|
F-2
|
|
F-3
|
|
F-4 to F-23
|
|
June 30,
2017
(unaudited)
|
December 31,
2016
|
||||||
|
||||||||
ASSETS
|
||||||||
Current Assets:
|
||||||||
Cash and cash equivalents
|
$
|
2,938
|
$
|
2,492
|
||||
Accounts receivable
|
48,675
|
15,212
|
||||||
Other receivable
|
40,888
|
39,371
|
||||||
Inventory
|
4,225
|
4,524
|
||||||
Prepaid expenses (Note 5)
|
47,416
|
43,560
|
||||||
Total Current Assets
|
144,142
|
105,159
|
||||||
|
||||||||
Long-term Assets
|
||||||||
Property, plant and equipment, net (Note 6)
|
187,574
|
214,131
|
||||||
|
||||||||
Total Assets
|
$
|
331,716
|
$
|
319,290
|
||||
|
||||||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable, advances and accrued expenses
|
$
|
588,493
|
$
|
511,652
|
||||
Accounts payable and accrued expenses-related party (Note 10)
|
543,875
|
509,299
|
||||||
Advances from a related party (Note 10)
|
287,015
|
383,164
|
||||||
Notes payable, third parties
|
109,035
|
-
|
||||||
Total Current Liabilities
|
1,528,418
|
1,404,115
|
||||||
|
||||||||
Total Liabilities
|
1,528,418
|
1,404,115
|
||||||
|
||||||||
Commitments and Contingencies
|
||||||||
|
||||||||
Stockholders' Equity (Deficit):
|
||||||||
Preferred stock, par value $0.0001, 5,000,000 shares authorized; none issued and outstanding as of June 30, 2017 and December 31, 2016
|
-
|
-
|
||||||
Common stock, par value $0.0001, 700,000,000 shares authorized; 196,820,978 shares issued and outstanding as of June 30, 2017 and 192,814,844 shares issued and outstanding as of December 31, 2016
|
19,682
|
19,281
|
||||||
Additional paid-in capital
|
31,556,691
|
30,561,930
|
||||||
Retained Deficit
|
(32,793,544
|
)
|
(31,749,207
|
)
|
||||
Accumulated other comprehensive income
|
20,469
|
83,171
|
||||||
Stockholders' equity (deficiency)
|
(1,196,702
|
)
|
(1,084,825
|
)
|
||||
Total Liabilities and Stockholders' Equity (Deficiency)
|
$
|
331,716
|
$
|
319,290
|
|
For the Three Months Ended
|
For the Six Months Ended
|
||||||||||||||
|
June 30,
|
June 30,
|
June 30,
|
June 30,
|
||||||||||||
|
2017
|
2016
|
2017
|
2016
|
||||||||||||
|
||||||||||||||||
Revenues
|
||||||||||||||||
$
|
133,260
|
$
|
48,417
|
$
|
219,700
|
$
|
188,937
|
|||||||||
Cost of goods sold
|
(29,022
|
)
|
(12,181
|
)
|
(76,579
|
)
|
(79,369
|
)
|
||||||||
Gross Profit
|
104,238
|
36,236
|
143,121
|
109,568
|
||||||||||||
|
||||||||||||||||
Operating Expenses
|
||||||||||||||||
Depreciation
|
27,268
|
15,889
|
48,177
|
36,703
|
||||||||||||
Office rent
|
28,404
|
32,123
|
47,108
|
59,869
|
||||||||||||
Office expenses
|
55,727
|
72,805
|
95,934
|
136,114
|
||||||||||||
Consultancy Fees
|
182,401
|
124,876
|
540,173
|
795,784
|
||||||||||||
Professional fees
|
15,346
|
357,604
|
254,485
|
571,630
|
||||||||||||
Research and development
|
94,521
|
76,830
|
172,587
|
203,935
|
||||||||||||
Travel and entertainment
|
9,091
|
34,830
|
28,376
|
71,398
|
||||||||||||
Total Operating Expenses
|
412,758
|
714,957
|
1,186,840
|
1,875,433
|
||||||||||||
|
||||||||||||||||
Loss from Operations
|
(308,520
|
)
|
(678,721
|
)
|
(1,043,719
|
)
|
(1,765,865
|
)
|
||||||||
|
||||||||||||||||
Other Income (Expenses)
|
||||||||||||||||
Gain (Loss) on foreign currency transaction
|
2,394
|
2,738
|
1,484
|
2,419
|
||||||||||||
Interest Expenses due to third party
|
(566
|
)
|
(2,102
|
)
|
-
|
|||||||||||
-
|
(1,324
|
)
|
-
|
(3,688
|
)
|
|||||||||||
Total Other Income (Expenses)
|
1,828
|
1,414
|
(618
|
)
|
(1,269
|
)
|
||||||||||
|
||||||||||||||||
Loss before Provision for Income Tax
|
(306,692
|
)
|
(677,307
|
)
|
(1,044,337
|
)
|
(1,767,134
|
)
|
||||||||
|
||||||||||||||||
Provision for Income Tax
|
-
|
11,637
|
-
|
11,637
|
||||||||||||
|
||||||||||||||||
Net Loss
|
$
|
(306,692
|
)
|
$
|
(665,670
|
)
|
$
|
(1,044,337
|
)
|
$
|
(1,755,497
|
)
|
||||
|
||||||||||||||||
Basic and fully diluted loss per share
|
$
|
(0.002
|
)
|
$
|
(0.003
|
)
|
$
|
(0.005
|
)
|
$
|
(0.009
|
)
|
||||
|
||||||||||||||||
Weighted average shares outstanding
|
195,648,720
|
192,390,066
|
194,303,699
|
191,815,280
|
||||||||||||
|
||||||||||||||||
Comprehensive Income (Loss) :
|
||||||||||||||||
Net loss
|
$
|
(306,692
|
)
|
$
|
(665,670
|
)
|
$
|
(1,044,337
|
)
|
$
|
(1,755,497
|
)
|
||||
Effect of foreign currency translation
|
(48,406
|
)
|
16,541
|
)
|
(62,702
|
)
|
(75,659
|
|||||||||
Comprehensive Loss
|
$
|
(355,098
|
)
|
$
|
(649,129
|
)
|
$
|
(1,107,039
|
)
|
$
|
(1,831,156
|
)
|
|
For the Six Months Ended
|
|||||||
|
June 30,
|
|||||||
|
2017
|
2016
|
||||||
|
||||||||
Operating Activities
|
||||||||
$
|
(1,044,337
|
)
|
$
|
(1,755,497
|
)
|
|||
Adjustments to reconcile net loss to net cash used by operating activities:
|
||||||||
Amortization stock option
|
245,086
|
-
|
||||||
Shares issued for stock award
|
388,900
|
126,250
|
||||||
Shares issued for services provided
|
-
|
715,250
|
||||||
Gain on foreign currency transactions
|
-
|
(49,004
|
)
|
|||||
Depreciation
|
48,177
|
36,703
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Decrease (Increase) in accounts receivable
|
(33,172
|
)
|
(12,215
|
)
|
||||
Decrease (Increase) in prepaid expense
|
1,251
|
15,630
|
||||||
Decrease (Increase) in other receivable
|
2,710
|
6,623
|
||||||
Decrease (Increase) in Corporate taxes
|
-
|
(40,016
|
)
|
|||||
Decrease (Increase) in inventory
|
544
|
778
|
||||||
Increase (Decrease) in accounts payable and accrued expenses
|
59,376
|
67,339
|
||||||
Increase (Decrease) in accounts payable and accrued expenses, related party
|
3,517
|
126,975
|
||||||
Increase (Decrease) in liability of unissued shares
|
-
|
187,600
|
||||||
Net cash used by operating activities
|
(327,948
|
)
|
(573,584
|
)
|
||||
|
||||||||
Investing Activities
|
||||||||
Additions to Property, plant and equipment
|
-
|
(3,087
|
)
|
|||||
Net cash (used) by investing activities
|
-
|
(3,087
|
)
|
|||||
|
||||||||
Financing Activities
|
||||||||
Advances and Loans from related parties
|
105,616
|
367,423
|
||||||
Repayments, advances and loans from related party
|
(242,020
|
)
|
(227,649
|
)
|
||||
Loans from third parties
|
103,818
|
-
|
||||||
Proceeds from private placement
|
361,176
|
449,613
|
||||||
Net cash provided by financing activities
|
328,590
|
589,387
|
||||||
|
||||||||
Increase (decrease) in cash
|
642
|
12,716
|
||||||
|
||||||||
Cash at beginning of period
|
2,492
|
9,579
|
||||||
Effects of exchange rates on cash
|
(196
|
)
|
(9,814
|
)
|
||||
Cash at end of period
|
$
|
2,938
|
$
|
12,481
|
||||
|
||||||||
Supplemental Disclosures of Cash Flow Information:
|
||||||||
Cash paid (received) during year for:
|
||||||||
Interest
|
$
|
-
|
$
|
-
|
||||
Income taxes
|
$
|
-
|
$
|
-
|
||||
|
|
Three and Six months ended June 30, 2017
|
Three and six months
ended June 30, 2016
|
||||||
Common stock issuable upon conversion of 25,000 Series A Preferred Stock Options
|
500,000
|
500,000
|
||||||
Common stock issuable upon exercise of stock option
|
3,000,000
|
-
|
||||||
Total
|
3,500,000
|
500,000
|
|
June 30,
2017
|
December 31,
2016
|
||||||
Office lease, including security deposits
|
$
|
38,016
|
$
|
35,977
|
||||
Travel advances and other expenses
|
9,400
|
7,583
|
||||||
Total prepaid expense
|
$
|
47,416
|
$
|
43,560
|
|
Leasehold Improvement
|
Office Furniture
|
Computer
& Equipment
|
Vehicles
|
Plant
&
Machine
|
Lab Equipment
|
Total
|
|||||||||||||||||||||
Cost
|
||||||||||||||||||||||||||||
At December 31, 2015
|
210,663
|
33,338
|
27,429
|
54,532
|
1,286
|
37,430
|
364,678
|
|||||||||||||||||||||
Additions - purchase
|
3,413
|
416
|
5,343
|
-
|
7,844
|
-
|
17,016
|
|||||||||||||||||||||
Foreign exchange
|
(29,649
|
)
|
(4,230
|
)
|
(3,078
|
)
|
(1,846
|
)
|
(734
|
)
|
(6,313
|
)
|
(45,850
|
)
|
||||||||||||||
At December 31, 2016
|
184,427
|
29,524
|
29,694
|
52,686
|
8,396
|
31,117
|
335,844
|
|||||||||||||||||||||
|
||||||||||||||||||||||||||||
Foreign exchange
|
11,224
|
1,886
|
2,006
|
4,367
|
454
|
1,683
|
21,620
|
|||||||||||||||||||||
At June 30, 2017
|
195,651
|
31,410
|
31,700
|
57,053
|
8,850
|
32,800
|
357,464
|
Amortization
|
||||||||||||||||||||||||||||
At December 31, 2015
|
$
|
24,616
|
$
|
6,889
|
$
|
6,703
|
$
|
11,779
|
$
|
134
|
$
|
3,945
|
$
|
54,066
|
||||||||||||||
Charge for the period
|
33,612
|
8,024
|
7,330
|
10,560
|
1,008
|
7,113
|
67,647
|
|||||||||||||||||||||
At December 31, 2016
|
58,228
|
14,913
|
14,033
|
22,339
|
1,142
|
11,058
|
121,713
|
|||||||||||||||||||||
|
||||||||||||||||||||||||||||
At December 31, 2016
|
58,228
|
14,913
|
14,033
|
22,339
|
1,142
|
11,058
|
121,713
|
|||||||||||||||||||||
Charge for the period
|
23,240
|
5,712
|
5,569
|
7,785
|
1,168
|
4,703
|
48,177
|
|||||||||||||||||||||
At June 30, 2017
|
81,468
|
20,625
|
19,602
|
30,124
|
2,310
|
15,761
|
169,890
|
|||||||||||||||||||||
|
||||||||||||||||||||||||||||
Carrying Amounts
|
||||||||||||||||||||||||||||
At December 31, 2016
|
$
|
126,202
|
$
|
14,611
|
$
|
15,660
|
$
|
30,347
|
$
|
7,253
|
$
|
20,058
|
$
|
214,131
|
||||||||||||||
At June 30, 2017
|
$
|
114,183
|
$
|
10,785
|
$
|
12,098
|
$
|
26,929
|
$
|
6,540
|
$
|
17,039
|
$
|
187,574
|
-
|
Effective September 1, 2015, the monthly rental fee shall be reduced to $3,500 (EUR €3,116) for a period of 12 months ending August 31, 2016.
|
-
|
In the event that the Lessee commences leasehold improvements prior to August 31, 2016, it shall inform the Lessor respectively and pay retroactively the remaining balance of the total amount of monthly rental in full from the period commencing September 1, 2015, as if they have not been reduced;
|
-
|
In the event that the Company does not proceed with leasehold improvements in the 12-month period, the lease agreement will terminate and the Lessor with retain the deposit.
|
-
|
The Lessor until such time as the leasehold improvements commence, may at any time and without indemnity terminate the lease agreement with a 30-day prior written notice to the Lessee.
|
|
||||
Amount owed for rent
|
||||
Balance, December 31, 2016
|
$
|
472
|
||
Payment during the period
|
(472
|
)
|
||
Balance, June 30, 2017
|
$
|
-
|
||
|
||||
Amount owed for maintenance charges
|
||||
Balance, December 31, 2016
|
$
|
15,459
|
||
Foreign exchange
|
1,220
|
|||
$
|
16,679
|
|||
|
||||
Amount owed for utility charges
|
||||
Balance, December 31, 2016
|
$
|
13,606
|
||
Foreign exchange
|
1,074
|
|||
Balance, June 30, 2017
|
$
|
14,680
|
Location
|
Greece
|
United Kingdom
|
||||||
As of December 31, 2016
|
$
|
3,161
|
$
|
32,816
|
||||
Foreign exchange on the deposits
|
262
|
1,777
|
||||||
As of June 30, 2017
|
$
|
3,423
|
$
|
34,593
|
Location
|
Greece
|
United Kingdom
|
||||||
2017(1)
|
$
|
-
|
$
|
25,941
|
||||
2018
|
-
|
41,078
|
||||||
2019
|
-
|
49,720
|
||||||
2020
|
-
|
8,647
|
||||||
|
$
|
-
|
$
|
125,386
|
(1)
|
Consulting Agreement with Kapatos
|
(2)
|
Consulting Agreement with Sergios Katsaros
|
(3)
|
Services Agreement with KCN Ltd.
|
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
||||||||||||||
|
2017
|
2016
|
2017
|
2016
|
||||||||||||
$
|
30,000
|
$
|
15,000
|
$
|
60,000
|
$
|
30,000
|
|||||||||
Consulting fees from a Director (ii)
|
10,980
|
11,029
|
21,635
|
22,057
|
||||||||||||
Professional fees from Director (iii)
|
3,294
|
3,309
|
6,490
|
6,617
|
||||||||||||
Consulting fees for VP (iv)
|
6,588
|
6,617
|
12,981
|
13,234
|
||||||||||||
Consulting fees for COO (v)
|
-
|
16,155
|
-
|
32,268
|
||||||||||||
Stock-based compensation (VP) (iv)
|
-
|
-
|
187,200
|
84,500
|
||||||||||||
Stock award granted to Director (iii)
|
-
|
-
|
172,000
|
-
|
||||||||||||
|
$
|
50,862
|
$
|
52,110
|
$
|
460,306
|
$
|
188,676
|
(i)
|
|
On September 10, 2013 Mr. Leontaritis was appointed President. On January 15, 2014, the Board of Directors of the Company approved the execution of a consulting agreement between the Company and Sotirios Leontaritis ("Leontaritis"), whereby Leontaritis shall provide services to the Company as the Company's President and Chief Executive Officer in regards to the Company's management and operations for the period from January 1, 2014 to December 31, 2016. Under the terms of the agreement, the Company agreed to pay to Leontaritis US$60,000 per annum payable in monthly payments of US$5,000 a month for the term of the contract. On January 1, 2017, the Company approved a three-year extension to the consulting agreement. Mr. Leontaritis will continue to serve for a term of three years, effective as of January 1, 2017, and ending on December 31, 2019; the Company shall pay to Leontaritis US$120,000 per annum payable in monthly payments of US$10,000 a month for the term of the contract. Further, Mr. Leontaritis is entitled to acquire at his discretion 3,000,000 shares of the common stock at a price of $0.30 per share for a term of five (5) years. Over the remaining term of his contract which expires in fiscal 2019, Mr. Leontaritis is entitled to total minimum payments of $360,000.
|
(ii)
|
|
On September 30, 2013, the Board of Directors of the Company appointed Dr. Christos Kapatos as a director of the Company. During fiscal 2016 and fiscal 2015 Dr. Kapatos invoiced the Company USD $51,880 (GBP$40,000) for services rendered in each fiscal year respectively. For the six months ended June 30, 2017 Mr. Kapatos invoiced a total of USD$25,160 (GBP$20,000).
|
(iii)
|
|
On September 10, 2013, the Board of Directors of the Company elected Nikolaos Kardaras as Secretary and a director of the Company. On May 28, 2015, the Company approved the issuance of 700,000 common shares as compensation for prior services provided by director Nikolaos Kardaras in the form of fully vested stock awards. During fiscal 2016 and fiscal 2015 Mr. Kardaras invoiced the Company EUR $12,000 for services rendered in his capacity as a director in each fiscal year respectively. During the six months ended June 30, 2017 Mr. Kardaras invoiced a total of EUR$6,000
On March 3, 2017, the Company approved the issuance of 1,000,000 common shares for the services provided by Mr. Nikolaos Kardaras, Director of the Company, in the form of stock award which shall vest as of the date of grant. 1,000,000 shares have been valued at $172,000, the fair market value on grant date, which amount has been expensed as stock based compensation.
|
(iv)
|
|
On September 1, 2015, the Board of Directors of the Company approved a consulting agreement with Sergios Katsaros and appointed Mr. Katsaros Vice President of HCi Viocare. Under the terms of the consulting agreement, the initial term of the contract is six months and Mr. Katsaros will receive compensation of EUR€2,000 (USD$2,282) per month. On March 1, 2017, the Company approved a further one-year extension to the consulting agreement.
On March 1, 2016, the Company approved the grant of a stock award of 300,000 common shares as compensation for the services provided by Vice President, Sergios Katsaros. The award vests in three equal instalments of 100,000 shares as of the date of grant, the six-month anniversary of the date of grant and the 12-month anniversary of date of grant. On March 1, 2017, the final instalment of 100,000 shares were issued in accordance with the terms of the award valued at $17,200, the fair market value on grant date, which amount has been expensed as stock based compensation.
On March 17, 2017, the Company approved the issuance of 1,000,000 common shares for the services provided by Mr. Katsaros, in the form of stock award which shall vest as of the date of grant. 1,000,000 shares have been valued at $170,000, the fair market value on grant date, which amount has been expensed as stock based compensation.
|
(v)
|
|
On November 7, 2014, the Company's subsidiary, HCi Viocare Clinics (formerly W.D. Spence Prosthetics Limited) entered into a service agreement with Mrs. Heleen Francoise Kist (the "Agreement") whereby she will provide her services as Chief Operating Officer ("COO") of the Company. The contract has a term of one year, being effective as of October 1, 2014, and ending on September 30, 2015, renewable for such further term as may be mutually agreed between the parties. Compensation shall be thirty thousand GBP (£30,000) (USD$43,180) per year payable monthly in arrears on the last Friday of every month by credit transfer.
On October 15, 2015, the Company's COO, Heleen Kist and wholly owned subsidiary, HCI Viocare Clinics UK, signed an Addendum to an employment contract to extend the term to September 30, 2016, with a remuneration increase to forty-five thousand GBP (£45,000) (USD$ 64,800) per year.
On August 30, 2016, the Board of Directors of the Company approved the termination of the services agreement of Mrs. Heleen Francoise Kist, Chief Operation Officer of the Company following her resignation from any and all positions with the Company and its subsidiaries.
|
Balance,
December 31, 2016
($)
|
Services provided
during the period
($)
|
Reimbursement on Company's expenses
and interest on loan
($)
|
Payments
($)
|
Foreign exchange
($)
|
Balance,
June 30, 2017
($)
|
|||||||||||||||||||
Consulting fees from CEO and President (i)
|
466,098
|
60,000
|
34,633
|
(115,123
|
)
|
26,380
|
471,988
|
|||||||||||||||||
Consulting fees from a Director (ii)
|
42,149
|
21,635
|
-
|
-
|
4,679
|
68,463
|
||||||||||||||||||
Professional fees from Director (iii)
|
1,052
|
6,490
|
-
|
(6,400
|
)
|
-
|
1,142
|
|||||||||||||||||
Consulting fees for VP (iv)
|
-
|
12,981
|
-
|
(10,699
|
)
|
-
|
2,282
|
|||||||||||||||||
Consulting fees for COO (v)
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
509,299
|
101,106
|
34,633
|
(132,222
|
)
|
31,059
|
543,875
|
|
Balance, December 31, 2016
($)
|
Addition
($)
|
Payment
($)
|
Foreign exchange
($)
|
Balance, June 30, 2017
($)
|
|||||||||||||||
CEO and President (i)
|
316,077
|
105,616
|
(235,374
|
)
|
34,895
|
221,214
|
||||||||||||||
Director (ii)
|
67,087
|
-
|
(6,646
|
)
|
5,360
|
65,801
|
||||||||||||||
|
383,164
|
105,616
|
(242,020
|
)
|
40,255
|
287,015
|
|
June 30, 2017
|
|
December 31, 2016
|
|
||||||||||||
|
|
Series A Preferred stock
|
|
|
Weighted Average Exercise Price
$
|
|
|
Series A Preferred stock
|
|
|
Weighted Average Exercise Price
$
|
|
||||
Outstanding at beginning of the year
|
|
|
25,000
|
|
|
|
0.04
|
|
|
|
25,000
|
|
|
|
0.04
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Expired or canceled
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Outstanding at the period
|
|
|
25,000
|
|
|
|
0.04
|
|
|
|
25,000
|
|
|
|
0.04
|
|
|
June 30, 2017
|
|
December 31, 2016
|
|
||||||||||||
|
|
Common stock
|
|
|
Weighted Average Exercise Price
$
|
|
|
Common stock
|
|
|
Weighted Average Exercise Price
$
|
|
||||
Outstanding at beginning of the year
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Granted
|
|
|
3,000,000
|
|
|
|
0.30
|
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Expired or canceled
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Outstanding at the period
|
|
|
3,000,000
|
|
|
|
0.30
|
|
|
|
-
|
|
|
|
-
|
|
|
|
Options Granted
September 30, 2014
|
|
|
Fair value of options granted
|
|
1.40 ~ 2.00
|
|
|
Assumptions used:
|
|
|
|
|
Expected life (years) (a)
|
|
|
1.00
|
|
Risk free interest rate (b)
|
|
|
0.11%
|
|
Volatility (c)
|
|
117.09 ~ 119.83 %
|
|
|
Dividend yield (d)
|
|
|
0.00
|
|
|
|
Options Granted on January 1, 2017
|
|
|
Fair value of options granted
|
|
|
0.925
|
|
Assumptions used:
|
|
|
|
|
Expected life (years) (a)
|
|
|
5
|
|
Risk free interest rate (b)
|
|
|
1.93%
|
|
Volatility (c)
|
|
|
175.4%
|
|
Dividend yield (d)
|
|
|
0.00
|
|
|
a)
|
Expected life
: The expected term of options granted is determined using the "shortcut" method allowed by SAB No.107. Under this approach, the expected term is presumed to be immediately after the vesting date at the end of the contractual term of one (1) year.
|
|
|
|
|
b)
|
Risk-free interest rate
: The rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected life of the options.
|
|
|
|
|
c)
|
Volatility:
The expected volatility of the Company's common stock is calculated by using the historical daily volatility of the Company's stock price calculated over a period of time representative of the expected life of the options.
|
|
|
|
|
d)
|
Dividend yield
: The dividend yield rate is not considered in the model, as the Company has not established a dividend policy for the stock.
|
|
Six months ended
June 30,
|
|||||||
|
2017
|
2016
|
||||||
Current operations
|
$
|
261,551
|
$
|
411,534
|
||||
Timing differences, Stock based compensation
|
(132,226
|
)
|
(28,730
|
)
|
||||
Less, Change in valuation allowance
|
(129,325
|
)
|
(382,804
|
)
|
||||
Net refundable amount
|
$
|
-
|
$
|
-
|
|
Six months ended
June 30,
|
||||||
|
2017
|
2016
|
|||||
Current operations
|
$
|
36,111
|
$
|
97,125
|
|||
Less, Change in valuation allowance
|
(36,111
|
)
|
(97,125
|
)
|
|||
Net refundable amount
|
$
|
-
|
$
|
-
|
|
Six months ended
June 30,
|
|||||||
|
2017
|
2016
|
||||||
Current operations
|
$
|
27,042
|
$
|
36,636
|
||||
Research and development
|
(32,017
|
)
|
(34,760
|
)
|
||||
Less, Change in valuation allowance
|
4,975
|
(1,876
|
)
|
|||||
Net refundable amount
|
$
|
-
|
$
|
-
|
|
June 30, 2017
|
December 31, 2016
|
||||||||||||||||||||||
|
US Expected rate 34%
|
Greece Expected rate 29%
|
UK Expected rate 20%
|
US Expected rate 34%
|
Greece Expected rate 29%
|
UK Expected rate 20%
|
||||||||||||||||||
Deferred tax asset attributable to:
|
||||||||||||||||||||||||
Net operating loss carryover
|
$
|
5,000,069
|
$
|
1,383,430
|
$
|
281,808
|
$
|
4,619,000
|
$
|
1,244,000
|
$
|
306,000
|
||||||||||||
Less, Valuation allowance
|
(5,000,069
|
)
|
(1,383,430
|
)
|
(281,808
|
)
|
(4,619,000
|
)
|
(1,244,000
|
)
|
(306,000
|
)
|
||||||||||||
Net deferred tax asset
|
$
|
-
|
$
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
Clinics
(UK)
|
Technology
(UK)
|
All Other
(Greece)
|
Total
|
|||||||||||||
Revenue
|
$
|
133,220
|
$
|
40
|
$
|
-
|
$
|
133,260
|
||||||||
Depreciation & amortization
|
$
|
2,694
|
$
|
13,294
|
$
|
11,280
|
$
|
27,268
|
||||||||
Net (Loss) from operations
|
$
|
46,011
|
$
|
(98,853
|
)
|
$
|
(255,678
|
)
|
$
|
(308,520
|
)
|
|||||
Interest expenses
|
$
|
(17
|
)
|
$
|
-
|
$
|
(549
|
)
|
$
|
(566
|
)
|
|||||
Assets
|
$
|
76,772
|
$
|
163,940
|
$
|
91,004
|
$
|
331,716
|
||||||||
Expenditure on long-lived assets
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Clinics
(UK)
|
Technology
(UK)
|
All Other
(Greece)
|
Total
|
||||||||||||
|
||||||||||||||||
$
|
36,289
|
$
|
12,128
|
$ |
$
|
48,417
|
||||||||||
Depreciation & amortization
|
$
|
1,146
|
$
|
8,598
|
$
|
6,145
|
$
|
15,889
|
||||||||
Loss from operations
|
$
|
(37,656
|
)
|
$
|
(48,065
|
)
|
$
|
(593,000
|
)
|
$
|
(678,721
|
)
|
||||
Interest expenses
|
$
|
-
|
$
|
-
|
$
|
(1,324
|
)
|
$
|
(1,324
|
)
|
||||||
Assets
|
$
|
48,263
|
$
|
228,423
|
$
|
135,312
|
$
|
411,998
|
||||||||
Expenditure on long-lived assets
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Clinics
(UK)
|
Technology
(UK)
|
All Other
(Greece)
|
Total
|
||||||||||||
|
||||||||||||||||
Revenue
|
$
|
217,104
|
$
|
2,596
|
$
|
-
|
$
|
219,700
|
||||||||
Depreciation & amortization
|
$
|
4,925
|
$
|
24,065
|
$
|
19,186
|
$
|
48,176
|
||||||||
Net (Loss) from operations
|
$
|
21,679
|
$
|
(157,858
|
)
|
$
|
(908,158
|
)
|
$
|
(1,044,337
|
)
|
|||||
Interest expenses
|
$
|
(1,057
|
)
|
$
|
-
|
$
|
(1,045
|
)
|
$
|
(2,102
|
)
|
|||||
Assets
|
$
|
76,772
|
$
|
163,940
|
$
|
91,004
|
$
|
331,716
|
||||||||
Expenditure on long-lived assets
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Clinics
(UK)
|
Technology
(UK)
|
All Other
(Greece)
|
Total
|
||||||||||||
|
||||||||||||||||
Revenue
|
$
|
152,424
|
$
|
36,513
|
$
|
-
|
$
|
188,937
|
||||||||
Depreciation & amortization
|
$
|
2,678
|
$
|
19,400
|
$
|
14,625
|
$
|
36,703
|
||||||||
Loss from operations
|
$
|
(66,409
|
)
|
$
|
(105,134
|
)
|
$
|
(1,594,322
|
)
|
$
|
(1,765,865
|
)
|
||||
Interest expenses
|
$
|
-
|
$
|
-
|
$
|
(3,688
|
)
|
$
|
(3,688
|
)
|
||||||
Assets
|
$
|
48,263
|
$
|
228,423
|
$
|
135,312
|
$
|
411,998
|
||||||||
Expenditure on long-lived assets
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
•
|
Filing of 3 patents in the UK: pressure sensor system; pressure & shear; pressure & positioning (Dec 2014) (all of which patents were abandoned upon the filing of a new International (PCT) patent application in December 2015 which covers over 140 countries around the world, and includes further advances made to the sensor systems, and a wider range of applications in products that touch people's everyday lives;
|
•
|
2 further patents drafted and pending filing during fiscal 2017;
|
•
|
In excess of 4 prototypes: pressure & shear insole; smart cushion, smart mattress, with several of these prototypes in the commercialization stage;
|
•
|
1 proof of concept device: robotic surgical assistive device;
|
•
|
High level diagrams or complex documentation and software for other innovations in the portfolio.
|
•
|
Various customized prototypes in testing and development with commercial partners.
|
-
|
HCi Viocare Technologies shall cause the parent Company to issue to Kapatos a total of 3,500,000 shares of the common stock of the Company on execution of the agreement and 3,500,000 shares of the common stock of the Company for each and every new version of the technology (new version to mean any update or improvement to the initial commercial product to be developed from the technology, after the commercial development of the first Market Ready Insole from the technology acquired, should the new version be developed to commercial market ready stage);
|
-
|
a cash bonus in the amount of $10,000,000USD should the technology be sold at any stage of development for an amount equal or greater than five hundred million ($500,000,000) cash or the equivalent thereof by way of any other consideration.
|
|
-
|
Professor Stephan Solomonidis ("Solomonidis") will provide services as Head of Research for the Company and the Company's wholly owned subsidiaries. The contract has a term of one year, renewable for such further term as may be mutually agreed between the parties. Compensation shall be twenty thousand pounds (£20,000 GBP) (USD$29,650) per year payable in equal monthly installments beginning on May 1, 2014. In the case that a research and development project is initiated and completed during the term of the agreement, Solomonidis' fee will be readjusted to the amount of forty thousand pounds (£40,000 GBP) (USD$59,300) per annum, and he shall receive one million four hundred thousand (1,400,000) shares of the Company's common stock for each research project completed with a valuation less than twenty million dollars ($20,000,000 USD), three million five hundred thousand (3,500,000) shares of the Company's common stock for each research project completed with a valuation equal or greater than twenty million dollars ($20,000,000 USD).
On May 1, 2015, the Company approved a one-year extension of the consulting agreement entered into with Professor Stephan Solomonidis. When the contract came up for renewal in April, 2016,it was not renewed for a further term.
|
|
-
|
Professor Martha Lucia Zequera ("Zequera") will provide services as Director of Diabetic Foot Related Products and Services for the Company and the Company's wholly owned subsidiaries. The contract has a term of one year, renewable for such further term as may be mutually agreed between the parties. Compensation shall be twenty thousand dollars ($20,000 USD) per year payable in equal monthly installments beginning on May 1, 2014. In the case that a research and development project is initiated and completed during the term of the agreement, Zequera's fee will be readjusted to the amount of forty thousand dollars ($40,000 USD) per annum, and she shall receive one million four hundred thousand (1,400,000) shares of the Company's common stock for each research project completed with a valuation less than twenty million dollars ($20,000,000 USD), three million five hundred thousand (3,500,000) shares of the Company's common stock for each research project completed with a valuation equal or greater than twenty million dollars ($20,000,000 USD).
The consulting agreement entered into with Professor Martha Lucia Zequera was not renewed upon its expiration.
|
|
-
|
Professor William Sandham ("Sandham") will provide services as Director of Diabetes Technology Research for the Company and the Company's wholly owned subsidiaries. The contract has a term of one year, renewable for such further term as may be mutually agreed between the parties. Compensation shall be Twenty Thousand pounds (£20,000 GBP) (USD$29,650) per year payable in equal monthly installments beginning on May 1, 2014. In the case that a research and development project is initiated and completed during the term of the agreement, Sandham's fee will be readjusted to the amount of forty thousand pounds (£40,000 GBP) (USD$59,300) per annum, and he shall receive one million four hundred thousand (1,400,000) shares of the Company's common stock for each research project completed with a valuation less than twenty million dollars ($20,000,000 USD), three million five hundred thousand (3,500,000) shares of the Company's common stock for each research project completed with a valuation equal or greater than twenty million dollars ($20,000,000 USD).
On May 1, 2015, the Company approved a one-year extension of the consulting agreement entered into with Professor William Sandham. When the contract came up for renewal in April, 2016, it was not renewed for a further term.
|
|
-
|
On June 9, 2014, the Company appointed Mr. William Spence to the Advisory Board of the Company and entered into an advisory board agreement. Compensation shall be the grant of a total of 5,000 stock options entitling Mr. William Spence the right to purchase a total of 5,000 shares of Series A Preferred Stock of the Company at a price of $0.04 per share. The advisory board appointment is for a term of one year and the options granted under the agreement will vest on completion of the term of the appointment. The Series A Preferred shares when vested will be convertible on the basis of 20 shares of common stock for each one share held and have voting rights of 50 votes per share of Series A Preferred stock held at any meetings of the stockholders.
The consulting agreement entered into with Mr. William Spence was not renewed upon its expiration.
|
(a)
|
Evaluation of Disclosure Controls and Procedures
|
(b)
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Management's Report on Internal Control over Financial Reporting
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1)
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Lack of an independent audit committee or audit committee financial expert, and no independent directors. We do not have any members of the Board who are independent directors and we do not have an audit committee. These factors may be counter to corporate governance practices as defined by the various stock exchanges and may lead to less supervision over management;
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2)
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Insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;
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Exhibits:
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Description
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Certification of Principal Executive Officer and Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Filed herewith
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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Filed herewith
|
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XBRL Taxonomy Extension Calculation Linkbase
|
Filed herewith
|
|
XBRL Taxonomy Extension Definition Linkbase
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Filed herewith
|
|
XBRL Instance Document
|
Filed herewith
|
|
XBRL Taxonomy Extension Label Linkbase
|
Filed herewith
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
Filed herewith
|
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XBRL Taxonomy Extension Schema
|
Filed herewith
|
|
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HCi Viocare
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|
|
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Date:
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August 18, 2017
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By:
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/s/
Sotirios Leontaritis
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|
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Name:
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Sotirios Leontaritis
|
|
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Title:
|
Chief Executive Officer and President (Principal Executive Officer) Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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1 Year Rafina Innovations (CE) Chart |
1 Month Rafina Innovations (CE) Chart |
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