1355 Peachtree Street, Suite 1150

Atlanta, Georgia 30309

(Address, including zip code, of principal executive offices)

(404) 913-1802

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:None

Securities registered pursuant to Section 12(g) of the Act:Common Stock, ~~$.01~~$0.01 Par Value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the ~~Exchange~~ Act. ~~YES~~ ☐ NO ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files).

YES ☒ NO ☐

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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of ~~registrant~~’sregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See ~~definition~~the definitions of ““large accelerated filer,” “accelerated filer,” “smaller reporting company,” and ~~large accelerated filer~~”“emerging growth company” in Rule 12b-2 of the Exchange Act. ~~(Check one):~~


Large accelerated filer ☐	~~LARGE ACCELERATED FILER~~Accelerated filer ☐
Non-accelerated filer ☐	~~ACCELERATED FILER~~Smaller reporting company ☒
	Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~NON-ACCELERATED FILER~~

☒

~~SMALLER REPORTING COMPANY~~

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. YES ☐ NO ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was ~~$851,948.~~$1,954,399. Solely for purposes of this calculation, the officers and directors and holders of five percent (5%) of any class of voting securities of the Company are considered affiliates.

As of ~~April 14, 2017,~~March 15, 2019, the registrant had ~~17,213,894~~32,023,229 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None

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TRUE NATURE HOLDING, INC.

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		PAGE
PART I		5

Item 1.	Business	5
Item 1A.	Risk Factors	199
Item 1B.	Unresolved Staff Comments	3221
Item 2.	Properties	3321
Item 3.	Legal Proceedings	3322
Item 4.	Mine Safety Disclosures	3322

PART II		3423

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3423
Item 6.	Selected Financial Data	3823
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3823
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	4433
Item 8.	Financial Statements and Supplementary Data	4834
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	6754
Item 9A.	Controls and Procedures	54
Item 9B.	Other Information	6955

PART III		5756

Item 10.	Directors, Executive Officers and Corporate Governance	7056
Item 11.	Executive Compensation	7761
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	8163
Item 13.	Certain Relationships and Related Transactions, and Director Independence	8263
Item 14.	Principal Accountant Fees and Services	8364

PART IV		8465

Item 15.	Exhibits	8465

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SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

As used in this Annual Report, unless indicated or the context requires otherwise, the terms the “Company”, “True Nature” “we”, “us” and “our” refer to True Nature Holding, Inc.

In addition to historical information, this Annual Report on Form 10-K contains forward looking statements. The forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in such forward-looking statements. Factors that might cause such a difference include, but are not limited ~~to;~~to, those discussed in the sections entitled “Business”, “Risk Factors”, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. We undertake no obligation to revise or publicly release the results of any revision of these forward-looking statements. Readers should carefully review the risk factors described in this Annual Report and in other documents that we file from time to time with the Securities and Exchange Commission.

You can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “proposed,” “intended,” or “continue” or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other “forward-looking” information. There may be events in the future that we are not able to accurately predict or control. You should be aware that the occurrence of any of the events described in these risk factors and elsewhere in this Annual Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements.

Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this Annual Report on Form 10-K.

We cannot give any guarantee that these plans, intentions or expectations will be achieved. All forward-looking statements involve risks and uncertainties, and actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including those factors described in the “Risk Factors” section of this Annual Report. Moreover, new risks emerge from time to time and it is not possible for our management to predict all risks, nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ from those contained in any forward-looking statements. All forward-looking statements included in this Report are based on information available to us on the date of this Report. Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained throughout this Report.

~~EXPLANATORY NOTE: At 12/31/15 the Company completed a restructuring that included a "spin-out"~~

Table of the educational software business to its shareholders, and the acquisition of a development stage business focused on a roll-up of businesses in the compounding pharmacy area. During 2016 there were numerous events and changes as it sought to implement its pharmacy roll-up, and the challenges it encountered. Those changes continued through Q4 of 2016, and into Q1 of 2017. Beyond the "perspective" required in the Form 10K, management has included "prospective" information, including strategic planning and subsequent events past the 12/31/16 period. We encourage all readers to review all of the Company filings on the SEC Edgar web site, as well as the Company web site, truenaturepharma.com.Contents

PART I

ITEM 1. BUSINESS

Company Overview

True Nature Holding, Inc. (the ~~“Company”~~“Company,” “we,” “us,” or “our”), previously known as Trunity Holdings, Inc., a Delaware ~~“C”~~ corporation, became a publicly-traded company through a reverse triangular merger with Brain Tree International, Inc., a Utah corporation (“BTI”). Trunity Holdings, Inc. was the parent company of ~~the prior~~our educational business, named Trunity, Inc., which was formed on July 28, 2009 through the acquisition of certain intellectual property byfrom its three founders. On December 9, 2015 the Company made a decision to restructure Trunity Holdings, Inc., having acquired Newco4pharmacy, LLC, a development stage business aimed at a roll-up of compounding pharmacy ~~businesses~~

True Nature Holding, Inc. is executing on a business plan to acquire a series of businesses which specialize in compounding pharmacy activities, largely direct to consumers, doctors and veterinary professionals. During 2016 the Company negotiated several agreements for the acquisition of compounding pharmacy operations, and consummated one (1). P3 Compounding Pharmacy, dba Integrity Compound, of Dunwoody Georgia completed the transfer of its pharmacy license, and was acquired on June 29, 2016. Management quickly determined that its financial needs and business plan was not in concert with the financial goals of the Company, and on September 30, 2016, the Company was deconsolidated.businesses. As a ~~result~~part of such restructuring, we competed a “spin out” transaction of our educational business line to our shareholders as of December 31, 2015.

Our business during 2018 was focused in the ~~deconsolidation, we do not have any operations under management at this time. The Company has since installed new management~~area of software and ~~a refined business plan for roll-up,~~solutions, predominantly in the healthcare sector, generally described as the healthcare information and ~~executed a letter intent, and other informal agreements to proceed on its plans.~~

~~Description of Pharmaceutical Compounding~~

~~Today, the vast majority of medications are mass-produced by pharmaceutical drug companies. They aim to treat a specific medical condition~~technology (HCIT) market. We announced plans for a ~~large segment~~personal healthcare records (PHR) application, SimpleHIPAA, which will allow individuals to track their personal healthcare information. This type of ~~people. Problems can arise when a patient has a medical condition that can’t be treated by one of these mass-produced products. Pharmaceutical compounding (done in compounding pharmacies)~~application is intended to include information from the creation of a particular pharmaceutical product prescribed by doctors to fit the unique needs of a patient that can’t be met by commercially available drugs. To do this, compounding pharmacists combine or process appropriate ingredients using various tools. This may be done for medically necessary reasons, such as to change the form of the medication from a solid pill to a liquid, to avoid a non-essential ingredient that the patient is allergic to, or to obtain the exact dose(s) needed or deemed best of particular active pharmaceutical ingredient(s). It may also be done for more optional reasons, such as adding flavors to a medication or otherwise altering taste or texture. Examples of compounded formulations include medications with alternative dosage strengths or unique dosage forms, such as topical creams or gels, suspensions or solutions with more tolerable drug delivery vehicles. Compounding pharmacies (and pharmacists) adhere to standards and regulations set by the U.S. Pharmacopeia, National Association of Boards and State Boards of Pharmacy for quality assurance and accuracy. The compounding pharmacy business has the potential to provide high margins, and allow the pharmacy to specialize is certain solutions for specific maladies, so it can target specific markets efficiently. Licensing of these businesses can be under a “503A” license where only a prescription for an individual, ~~can be filled, or a “503B” license, which allows the operator to prepare medications for both individuals, and for stocking inventory at doctor's offices and hospitals.~~

~~New Divisional Structure~~

During 2016, and following the deconsolidation of P3, we revised our approach to the business strategy, and added the concept of incorporating a retail, more traditional, pharmacy business with the compounding pharmacy we had originally focused on. We also decided to develop a library of intellectual properties (IP), including specialized formulations and compounds of pharmaceutical materials, as well as ~~potential software~~data from healthcare providers extracted from their electronic healthcare records (EHR) systems. Data from individuals might include manual input or from personal devices such as watches, activity trackers and ~~systems, into~~diagnostic devices such as glucose meters or blood pressure measuring devices. Information from healthcare providers might include data gathered from regular doctor visits, specialized care, or even a ~~dedicated subsidiary. While we expect immediate financial results~~simple as prescription information from a pharmacy.

Our initial implementation of “SimpleHIPAA”, and “SimpleHIPAA for Vets and Pets”, is intended to include data from pharmacy and prescribers, generated at the time a prescription is written. This information will be embedded inside the application and made available to the end user from both the healthcare provider and from the ~~retail~~pharmacy. While providing a starting point for tracking healthcare information for the end user, it also establishes a communications method between the end user and ~~compounding areas,~~the healthcare provider, and the pharmacy. This communications channel, often thought of as “telemedicine” can allow the end user to provide feedback to the healthcare provider, the pharmacy, or other parties of the end user’s choice.

We have established a design that allows the same product to be used for both human and pet situations, and in a simple form. Further, recognizing that controlling costs is an issue in healthcare, we ~~believe~~are providing for advertising to be included in the IPdesign. This should both mitigate the costs to deploy the solution for all parties, and ~~technology business will require substantial time~~also perhaps incentivize the end user to ~~mature into~~stay engaged with the application long term for the coupons, points or other benefits that advertising participants might provide.

Our strategy is to deploy SimpleHIPAA and SimpleHIPAA for Vets and Pets using a ~~profitable business.~~“top down” distribution through suppliers of healthcare materials who might provide the application to pharmacy and healthcare providers as a means of selling their products more efficiently, and with a “bottom up” approach, letting the end user download and use the application with data already embedded from their healthcare provider or pharmacy.

~~As a result of this revised approach, the Company intends to create three (3) wholly owned subsidiaries to hold its operations.~~

The initial development began in mid-2018, and it is currently awaiting the completion of testing at its first "~~TN Retail, LLC~~~~" will hold its retail storefront operations. These storefront locations will provide~~site, a pharmacy in south Florida with a 15-year history in both ~~conventional pharmacy products, as well as unique compounding based solutions. The store will focus on "healthy, holistic~~human and ~~natural solutions", along~~veterinary services. We have also explored the ~~lines~~development of a ~~"Whole Foods of Pharmacy" like marketing approach. This becomes~~next generation pharmacy management system that would embrace tools for compliance with new regulatory requirements in the ~~"feeder system" for sales~~pharmacy industry and expect to ~~our planned compounding production facilities.~~

have a final decision on that project by mid-2019.

~~There~~

While this project continues, we are also evaluating other applications, generally, but not exclusively in the healthcare area. We believe that new technologies such as voice recognition, virtual reality and robotics will ~~be a separate subsidiary for its compounding pharmacy, back office production~~all provide excellent vehicles to update traditional information management systems and ~~central fill operations called "~~~~TN Compounding, LLC~~~~". This~~ will ~~initially be focused on~~find quick acceptance in the acquisition of 503a license operations, though management has envisioned a network of these facilities located regionally. It may consider a 503b licensed operation to accommodate the ability to provide both sterile and non-sterile products, including products for stocking inventory at medical offices and hospitals.

Lastly, it expects to acquire unique related technologies, including a growing library of specialized formulations. Many of these formulations will be unique to its operations, and some it expects to either license to others for mass market distribution, or it may produce for stocking inventory at a 503b qualified facility. The entity~~"TN Technologies, LLC"will hold those intellectual property assets,~~healthcare field as well as other ~~novel new approaches it~~large and more traditional markets.

Within the healthcare arena one of the most active areas involves software that provides “interoperability”, the interfacing of systems and data so that information may ~~engage~~be shared effectively. We believe there will be many opportunities in ~~directly,~~this application area, as older systems are integrated with newer, or ~~under a license granted from the holders.~~more specialized systems, but we have not taken any actions in pursuit of these opportunities and no guarantee can be made if we enter this space, that we will be successful.

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~~Acquisition of Compounding Pharmacy Businesses~~About Telehealth and ~~Financing~~Telemedicine Software and Systems

The following was extracted from a white paper developed by Deloitte Touche Tohmatsu Limited, which can be found at: https://www2.deloitte.com/us/en/pages/public-sector/articles/empowering-patients-with-telehealth.html?id=us:2ps:3bi:lookagainfy18:eng:greendot:110117:nonem:na:2tFz6Z1U:1077544565:76897126470004:bb:Technology:Telehealth_BMM:nb&msclkid=784383ea0cc71239f606d95af48276fd.

Empowering patients with telehealth -A call to action

Challenges facing care delivery in today’s health care environment are considerable and will require strategies and solutions to address extending care access, improving care quality, and lowering the cost of care. Telehealth is an essential component of achieving this “triple aim” and paving the way for system-wide improvement and goal attainment.

Telehealth: A component of health care transformation

As the health care industry continues to evolve to meet patients’ health care needs, providers should consider the implementation of a telehealth solution that enhances current capabilities and extends timely, convenient, affordable, and high quality care that patients and their beneficiaries deserve.

Patient stories: A wide variety of telehealth use cases

Today, Americans face a number of daunting obstacles to receiving the care they need. Not all health care systems have the capability of prioritizing the need, urgency, and modality of care for incoming appointments, leaving patients with serious medical issues in potentially life-threatening situations. Conversely, many simple ailments could be addressed with minimal time and health care resources.

Telehealth can enable immediate assessment and triage, extend and improve primary care, increase access to high-demand specialty care, facilitate behavioral health support, and advance chronic disease management and home care.

Successful implementation of a telehealth platform

The successful deployment of a telehealth solution, like any large-scale implementation, requires a well-coordinated design and execution effort. Such an implementation comprises several components: governance development, a broad needs assessment, technology assessment, information exchange, training strategy, workflow redesign, and user outreach strategy. These factors are critical to realizing the full benefits of telehealth.

Telehealth powers of tomorrow

Telehealth can enable health care systems to extend high quality care to patients throughout their journey across the care spectrum, from initial triage and primary care, through to specialty medicine and home care. Telehealth is also a powerful tool to help health care systems optimize the use of their clinician talent and resources, regardless of where they physically reside—providers can perform telehealth visits with patients across state boundaries, bringing expert care to a patient bedside or into a patient home when needed. Lastly, telehealth offers a means for patients and providers to connect more frequently without the geographic and mobility barriers presented by in-person visits.

Momentum for modern telehealth adoption is accelerating. Health care systems now have the opportunity to implement the next phase of powerful health technology—flexible, real-time telehealth that brings care to patients anytime, anywhere.

Potential Application of Blockchain Technology

While we have not yet begun any specific development efforts, we intend to explore the use of blockchain encryption technology as a service bureau offering. On a blockchain, transactions are recorded chronologically by forming an immutable chain, and can be anonymous depending on how the technology is implemented. The ledger is distributed across many participants in the network. Copies of data exist, and are simultaneously updated with, every fully participating node in the ecosystem. The Company ~~intends~~believes this technology may become useful in providing services in connection with required government reporting for drug purchase and dispensing, preparing for future Government data compliance requirements; Drug Supply Chain Security Act (DSCA) compliance; enhanced HIPPA compliance; enhanced patient services & privacy; and provider payment ratios tracking.

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All of these implementations are aimed at healthcare segments plus customize applications by contract. The Company has applied for the trademark “Blockchain RX” with the U.S. Patent and Trademark Office.

The Blockchain RX product trademark application includes the following descriptions:

●	Pharmaceutical preparations over the counter (OTC) pharmacy, controlled substances, medical services, physician qualifications and license tracking, patient medical records;

●	Electrical apparatus; software and systems for both internal and external use applying blockchain technology to medical services and products, including but not limited to pharmaceutical materials and to include technical and license qualifications for providers;

●	Medical instrument; registration of medical technologies for product and service providers both internally and to external markets and providers;

●	Computer and technological professional services; software and systems for the application of blockchain technologies in the medical services, medical products, pharmacy products and services, and patient and physicians’ records and qualifications;

●	Medical, beauty and agricultural services; products and services related to medical applications, products, treatments including professional services and client and patient records as well as provider qualifications; and

●	Personal protection services, legal services and social services; protection and tracking of patient records, treatments, professional qualifications, patient records and sharing both internally and to external sources.

The Effect of Amazon, Apple, Google and others of size

We recognize it will take the investment of major market participants like Apple, Amazon, IBM, hospitals, healthcare networks, pharmacy and other providers for us to ~~target compounders who have a) strong regulatory compliance history, b)~~achieve critical mass in this industry. In consideration of this reality, we expect to work with these market makers in collaboration, and support of the ultimate user, the individual. We believe these large-scale providers need smaller developers in order to extend the use of their systems and services into the healthcare marketplace. The day of “direct-to-consumer” healthcare, is upon us, and we hope to be key parties to their evolution, and success.

Health Care and Health Care IT Industry

Health care expenditures continue to consume an increasing portion of most economies. In the U.S., health care spending increased 3.9 percent to $3.5 trillion in 2017, and now represents 17.9 percent of the U.S.’ Gross Domestic Product (“GDP”). An aging population and high levels of chronic conditions are contributing to expectations that health care expenditures will continue growing faster than the economy. The Centers for Medicare and Medicaid Services (“CMS”) estimates annual U.S. healthcare spending will grow at an average rate of 5.5 percent through 2026 and reach $5.7 trillion, or 19.7 percent of U.S. GDP by 2026. We believe this trajectory is unsustainable and that health care IT (“HCIT”) may play an important role in facilitating a ~~record of profitable operations, c)~~shift from a ~~large cash payor component (vs. insurance reimbursement), or an ability~~high-cost health care system that incents volume to a proactive system that incents health, quality and efficiency.

For this change to occur, we believe traditional fee-for-service (“FFS”) reimbursement models must continue to shift to value-based approaches that are more aligned with quality, outcomes, and efficiency. The shift away from ~~insurance~~traditional FFS is evident in growth of lives covered under Accountable Care Organizations (“ACOs”). ACOs are groups of hospitals and providers that focus on providing coordinated, high quality care to ~~cash for their revenue, d) operations that represent a geographical “hub”~~Medicare, Medicaid, or ~~“spoke” when considered~~commercially insured populations and then share in ~~relation~~savings created by lowering the cost of care. According to ~~other compounders, and e) where the combination of operations including embedded retail, and online, facilitates cross selling of a growing line of products.~~

~~We have agreements in place, or in negotiation, for the acquisition of three (3) unique business operations. In total, they finished 2016 with over $30~~Leavitt Partners, lives covered under ACOs grew from approximately 5 million in ~~annualized revenue,~~2011 to more than 32 million in 2018.

In addition to the increasing number of lives covered under ACOs, the structure of ACOs is evolving to where providers are expected to assume more risk. Currently, most ACO contracts are upside only, which means providers can receive bonuses for good performance, but they assume no downside for underperformance. In 2018, CMS released a rule called “Pathways to Success” that accelerates the timeframe during which providers need to move to ACOs that include both upside bonuses and downside penalties. We believe this shift is important as assumption of risk by providers creates a strong incentive for them to improve care coordination and deliver high quality care at a lower cost.

Another step towards a value-based reimbursement models occurred with the passage of The Medicare Access and CHIP Reauthorization Act (“MACRA”), which enacts significant reforms to the payment programs under the Medicare Physician Fee Schedule and consolidated three current value-based programs into one.

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While each of the different approaches to aligning reimbursement with value will continue to evolve, we believe the trend away from traditional FFS will continue. We believe this growth in government and private models aligning payment with value, quality and outcomes will drive major changes in the way health care is provided in the next decade, and we expect a much greater focus on patient engagement, wellness and prevention. As health care providers become accountable for proactively managing the health of the populations they serve, we expect them to need ongoing investment in sophisticated information technology solutions that will enable them to predict when ~~owners’ compensation~~intervention is ~~backed out,~~needed so they can improve outcomes and going forward management and costs included, should perform profitably. All have long operating histories, and all are currently profitable. Each acquisition is unique and come with different risks. We always note that past performances are not indicativelower the cost of ~~future results. Any past success is no guarantee of future profitability.~~providing care.

The ~~“Southeast Group” isa three-unit compounding operation who finished 2016~~increasingly complex and more clinical outcomes-based reimbursement environment is also contributing to a heightened demand for revenue cycle solutions and services and a desire for these solutions and services to be more closely aligned with clinical solutions. Over the past several years, there has been a shift in the U.S. marketplace towards a preference for a single platform across inpatient and ambulatory settings. The number of physicians employed by hospitals has increased as hospitals have acquired physician groups, and health systems are recognizing the benefit of having a single patient record at ~~over $25 million in revenues, up from $15 million in 2015. They have large library of specialty formulations. They would become~~ the ~~largest “hub”~~hospital and ~~expand their distribution through~~ the ~~pending retail expansion, which begins with the “Miami Group”, with overnight home delivery at pass-through costs.~~

The “Miami Group” isa small retail pharmacy operation who current does 30% in compounding. They operate inside of a grocery chain, renting space from the Hispanic oriented chain in two (2) of their sixteen (16) units. Each store has over 1,500 unique client experiences, and thus far the current management has done nothing to leverage that built-in traffic.physician office. We believe the ~~units where a new footprint can be established with generate around $1 million in annualized sales in the first 12 months after opening,~~smaller providers and will reach their maximum at around $2 million in annualized sales. Currently the operations are thinly staffed and do not operate even 40 hours a week. Our plans are to make this the “spoke” and move any significant preparation work to a “hub” site, either at the “Southeast Group” location, or in the “Florida Group” location.

The “Florida Group” is the business upon which the business plan was originally formed in 2016. They have a 15-year operating history, are an all cash business (no insurance reimbursement). They do half their business with veterinary operations, an area we would very much like to grow. The finished 2016 at over $2.7 million, up from $2.5 million, and they have no sales effort, no marketing and no significant presence. They have been size constrained by their facility size, and the lackregional networks of ~~sales and marketing, though in early March they will move into a new space, fully compliant with the new USP 800 regulations. They~~healthcare providers will be the ~~“hub” for most~~newest users of the ~~Florida operations, and their specialty formations fit the older, Florida market.~~

~~Changes in Management and Board of Directors~~

~~Since the spin-out of the educational software business in December 2015,~~technologies we have transitioned both the management team and our Board of Directors. Other than an individual allocation of 100,000 shares of restricted common stock as an annual stipend for each of the members of the Board of Directors, no payments were madeseek to ~~any member of management, or the Board, for compensation during 2016.~~

~~We began 2016 with five (5) directors, and a single member of the management team. By the First Quarter of 2017, the Company had in place four (4) directors and three members of the management team.~~

As ~~an EGC, we are not required to take advantage~~ of all the benefits made available to us under the JOBS Act described above, but may instead opt-in to certain of those scaled-back disclosures and phased-in requirements as we so desire. However, as discussed above, we are not permitted to selectively opt-in with respect to compliance with new or revised accounting rules or pronouncements. Accordingly,March 28, 2019, we have ~~irrevocably elected~~one full-time and two part-time employees. None of our employees are represented by a union or covered by a collective bargaining agreement. We have not experienced any work stoppages and we consider our relationship with our employees to ~~opt out of compliance with any new or revised accounting principles until any such rules become applicable to private companies.~~be good.

~~Under the JOBS Act, we will retain our status as an EGC until the earliest of: (1) the last day~~

Table of the fiscal year during which we have total annual gross revenues of $1,000,000,000 (as may be adjusted under the JOBS Act) or more; (2) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common equity securities pursuant to an effective registration statement under the Securities Act; (3) the date on which we have, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or (4) the date on which we are deemed to be a “large accelerated filer” under Rule 12b-2 promulgated under the Exchange Act. It should be noted that we also currently qualify as a Small Reporting Company (“SRC”). Thus, if we are no longer an EGC, we will continue to be exempt from the auditor attestation requirements of SOX and eligible to comply with the Reduced Executive Compensation Disclosures for so long as we qualify as a SRC. We also may elect to provide other scaled-back disclosures applicable to SRCs (not just those relating to Reduced Executive Compensation Disclosures).

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Other Corporate Information

We file our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports with the ~~SEC~~Securities and Exchange Commission (the “SEC”) and make such filings available, free of charge, on ~~truenaturepharma.com,~~truenatureholding.com, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The information found on our web-site shall not be deemed incorporated by reference by any general statement incorporating by reference this report into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except to the extent we specifically incorporate the information found on our web-site by reference, and shall not otherwise be deemed filed under such Acts.

Our filings are also available through the SEC ~~Web-site,~~web-site, www.sec.gov, and at the SEC Public Reference Room at 100 F Street, NE Washington DC 20549. For more information about the SEC Public Reference Room, you can call the SEC at 1-800-SEC-0330.

ITEM 1A. RISK FACTORS

Investing in our common stock involves a high degree of risk. Before investing in our common stock, you should carefully consider the following risks, together with the financial and other information contained in this Annual Report on Form 10-K. If any of the following risks actually occurs, our business, prospects, financial condition and results of operations could be adversely affected. In that case, the trading price of our common stock would likely decline and you may lose all or a part of your investment.Please read all our filings with the SEC and review information on our web site at ~~truenaturepharma.com .~~truenatureholding.com.

Risks Related to Our Business in General

~~Development~~Developmental Stage Business

The Company has only a limited history upon which an evaluation of its prospects and future performance can be made. The Company’s proposed operations are subject to all business risks associated with new enterprises. The likelihood of the Company’s success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the expansion of a business, operation in a competitive industry, and the continued development of advertising, promotions and a corresponding customer base. There is a possibility that the Company could sustain losses in the future. There can be no assurances that the Company will ever operate profitably.

Inadequacy of Funds

WeAs part of our business model, we anticipate that we will need capital to acquire businesses, and to fund their operations and expansion. Management believes that such proceeds will be available to capitalize and sustain our business sufficiently to allow for the initial implementation of the Company’s Business Plans, but we have no definitive agreements for such at this time. If only a fraction of the funding needed, or if certain assumptions contained in Management’s business plans prove to be incorrect, the Company may have inadequate funds to fully develop its business and may need debt financing or other capital investment to fully implement the Company’s business plans.

Risks of Borrowing

If the Company incurs indebtedness, a portion of its cash flow will have to be dedicated to the payment of principal and interest on such indebtedness. Typical loan agreements also might contain restrictive covenants, which may impair the Company’s operating flexibility. Such loan agreements would also provide for default under certain circumstances, such as failure to meet certain financial covenants. A default under a loan agreement could result in the loan becoming immediately due and payable and, if unpaid, a judgment in favor of such lender which would be senior to the rights of unit holders of the Company. A judgment creditor would have the right to foreclose on any of the Company’s assets resulting in a material adverse effect on the Company’s business, operating results or financial condition.

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We Need Additional Capital to Fund Our Growing Operations and Cannot Assure You That We Will Be Able to Obtain Sufficient Capital on Reasonable Terms or at All, and We May Be Faced to Limit the Scope of Our Operations

We need additional capital to fund our growing operations and if adequate additional financing is not available on reasonable terms or available at all, we may not be able to undertake expansion or continue our marketing efforts and we would have to modify our business plans accordingly. The extent of our capital needs will depend on numerous factors, including (i) our profitability; (ii) the release of competitive products and/or services by our competition; (iii) the level of our investment in research and development; (iv) the amount of our capital expenditures, including acquisitions; and (v) our growth. We cannot assure you that we will be able to obtain capital in the future to meet our needs.

Even if we do find a source of additional capital, we may not be able to negotiate terms and conditions for receiving the additional capital that are acceptable to us. Any future capital investments could dilute or otherwise materially and adversely affect the holdings or rights of our existing stockholders. In addition, new equity or convertible debt securities issued by us to obtain financing could have rights, preferences and privileges senior to our Common Stock. We cannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorable to us.

Dependence on Management

In the early stages of development, the Company’s business will be significantly dependent on the Company’s management team. The Company’s success will be particularly dependent upon our senior management. The loss of any one of these individuals could have a materially adverse effect on the Company.

We Have a History of Significant Losses, and If We Do Not Achieve and Sustain Profitability, Our Financial Condition Could Suffer

~~Risks Associated with Expansion~~

~~The Company plans on expanding its business through~~We have experienced significant net losses, and we expect to continue to incur losses for the ~~introduction~~foreseeable future. We incurred net losses of ~~a sophisticated marketing campaign,~~approximately $1,415,153 and approximately $754,045 for the ~~acquisition~~years ended December 31, 2018 and 2017, respectively, and as of an extensive library of compounding pharmaceutical formulations. Any expansion of operations the Company may undertake will entail risks. Such actions may involve specific operational activities, which may negatively impact the profitability of the Company. Consequently, unit holders must assume the risk that (i) such expansion may ultimately involve expenditures of funds beyond the resources available to the Company at that time, and (ii) management of such expanded operations may divert Management’s attention and resources away from its existing operations, all of which factors may have a material adverse effect on the Company’s present and prospective business activities.December 31, 2018, our accumulated deficit was approximately $7,691,312.

~~Customer Base and Market Acceptance~~

WeIf our revenue grows more slowly than we anticipate, or if our operating expenses are higher than we expect, to market direct to consumers, and through doctors who can write prescriptions for the benefit of their clients. Ideally, we would target fifty percent (50%) or our product sales to be for the veterinary market, and fifty percent (50%) based on specialized compound formulations. A key element of our plan is the establishment of a marketing effort promoting our product and services offerings.

While the Company believes it can further develop the existing customer base, and develop a new customer base through the marketing and promotion of the website, the inability of the Company to further develop such a customer base could have a material adverse effect on the Company. Although the Company believes that its product matrix and its interactive e-commerce website offer advantages over competitive companies and products, no assurance can be given that Company Name’s products and e-commerce website will attain a degree of market acceptance on a sustained basis or that it will generate revenues sufficient for sustained profitable operations.

~~Competition~~

The pharmaceutical and pharmacy industries are highly competitive. We expect to compete against branded drug companies, generic drug companies, outsourcing facilities and other compounding pharmacies. The drug products available through branded and generic drug companies with which our formulations compete have been approved for marketing and sale by the FDA, are required to be manufactured in facilities compliant with GMP standards, and are permitted to be manufactured, produced and distributed in large bulk quantities. Although we intend to prepare our compounded formulations in accordance with the standards provided by United States Pharmacopoeia (USP) 795 and USP 797 and applicable state and federal law, our proprietary compounded formulations are not required to be, and have not been, approved for marketing and sale by the FDA at this time and, as a result, some physicians may be unwilling to prescribe, and some patients may be unwilling to use, our formulations. Additionally, formulations compounded in accordance with FDCA Section 503A must be prepared and dispensed in connection with a physician prescription for an individually identified patient and cannot be prepared in significant quantities without or in advance of such a prescription or manufactured and distributed by wholesalers in bulk quantities. These facets of our operations may subject our business to limitations our competitors with FDA-approved drugs may not face. In addition to product safety and efficacy considerations, other competitive factors in the pharmacy and pharmaceutical markets include product quality and price, reputation, service and access to scientific and technical information. The competitive environment requires an ongoing, extensive search for medical and technological innovations and the ability to develop those innovations into products and market these products effectively. Developments by our competitors could make our formulations or technologies uncompetitive or obsolete. In addition, because we are significantly smaller than our primary competitors, we may lack the financial and other resources and experience needed to identify and acquire rights to, develop, produce, distribute, market, and commercialize any of the formulations we seek to make available or compete for market share in these sectors.

~~Trend in Consumer Preferences and Spending~~

The Company’s operating results may fluctuate significantly from period to period as a result of a variety of factors, including purchasing patterns of customers, competitive pricing, debt service and principal reduction payments, and general economic conditions. There is no assurance that the Company will be successful in marketing any of its products, or that the revenues from the sale of such products will be significant. Consequently, the Company’s revenues may vary by quarter, and the Company’s operating results may experience fluctuations.

~~Unanticipated Obstacles to Execution of the Business Plan~~

The Company’s business plans may change significantly. Many of the Company’s potential business endeavors are capital intensive and may be subject to statutory or regulatory requirements. Management believes that the Company’s chosen activities and strategies are achievable in light of current economic and legal conditions with the skills, background, and knowledge of the Company’s principals and advisors. Management reserves the right to make significant modifications to the Company’s stated strategies depending on future events.

~~No Assurances of Protection for Proprietary Rights; Reliance on Trade Secrets~~

In certain cases, the Company may rely on trade secrets to protect intellectual property, proprietary technology and processes, which the Company has acquired, developed or may develop in the future. There can be no assurances that secrecy obligations will be honored or that others will not independently develop similar or superior products or technology. The protection of intellectual property and/or proprietary technology through claims of trade secret status has been the subject of increasing claims and litigation by various companies both in order to protect proprietary rights as well as for competitive reasons even where proprietary claims are unsubstantiated. The prosecution of proprietary claims or the defense of such claims is costly and uncertain given the uncertainty and rapid development of the principles of law pertaining to this area. The Company, in common with other firms, may also be subject to claims by other parties with regard to the use of intellectual property, technology information and data, which may be deemed proprietary to others.

~~Dilution~~

~~Purchasers of our stock will experience immediate and substantial dilution in net tangible book value per share if we engage in a substantial offering of stock to finance our business plans.~~

~~General Economic Conditions~~

The financial success of the Company may be sensitive to adverse changes in general economic conditions in the United States, such as recession, inflation, unemployment, and interest rates. Such changing conditions could reduce demand in the marketplace for the Company’s products. Management believes that the impending growth of the market, mainstream market acceptance and the targeted product line will insulate the Company from excessive reduced demand. Nevertheless, we have no control over these changes.

~~Company and Industry Related Risk Factors~~

~~We aim to sell certain of our proprietary formulations primarily through a network of compounding pharmacies, but~~ we may not be ~~successful in~~able to achieve profitability and our ~~efforts to establish such a network or integrate these businesses into our operations.~~

A key aspect of our business strategy is to establish a compounding pharmacy network, whether through acquisitions, establishing new pharmacies or entering into licensing arrangements with third-party pharmacies, through whichfinancial condition could suffer. Even if we can market and sell our proprietary formulations and other non-proprietary products in all 50 states. We have no experience acquiring, building, or operating compounding pharmacies or other prescription dispensing facilities or commercializing our formulations through ownership of or licensing arrangements with these pharmacies. We expect to expand our operations and personnel in the pharmacy operations area in order to further develop this compounding pharmacy network, but we may experience difficulties implementing this strategy, including difficulties that arise as a result of our lack of experience, and we may be unsuccessful. For instance, we may not be successful in our efforts to integrate, manage or otherwise realize the benefits we expect from our acquisition of any additional pharmacy businesses or outsourcing facilities we seek to acquire or buildachieve profitability in the future, we may not be able to ~~satisfy applicable federal and state licensing and other requirements~~sustain profitability in subsequent periods. Whether we can achieve cash flow levels sufficient to support our operations cannot be accurately predicted. Unless such cash flow levels are achieved, we may need to borrow additional funds or sell debt or equity securities, or some combination thereof, to provide funding for ~~any such pharmacy businesses in a timely manner~~our operations. Such additional funding may not be available on commercially reasonable terms, or at ~~all, changes~~all.

We May Not Have The Liquidity to ~~state~~Support Our Future Operations and ~~federal pharmacy regulations may restrict compounding~~Capital Requirements.

Whether we can achieve cash flow levels sufficient to support our operations ~~or make them more costly,~~cannot be accurately predicted. Unless such cash flow levels are achieved, we may need to borrow additional funds or sell debt or equity securities, or some combination thereof, to provide funding for our operations. Such additional funding may not be ~~unable to achieve a sufficient physician~~available on commercially reasonable terms, or at all. If adequate funds are not available when needed, our financial condition and ~~patient customer base to sustain our pharmacy operations,~~operating results would be materially and adversely affected and we may not be able to ~~enter into licensing or other arrangements with third-party pharmacies or outsourcing facilities when desired, on acceptable terms,~~operate our business without significant changes in our operations, or at all. Moreover, all such efforts to expand out pharmacy operations and establish a pharmacy network will involve significant costs and other resources, which we may not be able to afford, disrupt our other operations and distract management and our other employees from other aspects of our operations. Our business could materially suffer if we are unable to further develop this pharmacy network and, even if we are successful, we may be unable to generate sufficient revenue to recover our costs.

We will be dependent on market acceptance of compounding pharmacies and compounded formulations, and physicians may be unwilling to prescribe, and patients may be unwilling to use, our proprietary customizable compounded formulations.Face Risks Arising From Acquisitions

We currently expect to distribute our proprietary formulations through compounding pharmacies. Formulations prepared and dispensed by compounding pharmacies contain FDA-approved ingredients, but are not themselves approved by the FDA. As a result, our formulations have not undergone the FDA approval process and only limited data, if any, may be available with respect to the safety and efficacy of our formulations for any particular indication. In addition, certain compounding pharmacies have been the subject of widespread negative media coverage in recent years, and the actions of these pharmacies have resulted in increased scrutiny of compounding pharmacy activities from the FDA and state governmental agencies. As a result, some physicians may be hesitant to prescribe, and some patients may be hesitant to purchase and use, these non-FDA approved compounded formulations, particularly when an FDA-approved alternative is available. Other reasons physicians may be unwilling to prescribe or patients may be unwilling to use our proprietary customizable compounded formulations could include the following, among others: we are limited in our ability to discuss the efficacy or safety of our formulations with potential purchasers of our formulations to the extent applicable data is available; our pharmacy operations are primarily operating on a cash-pay basis and reimbursement may or may not be available from third-party payors, including the government Medicare and Medicaid programs; and our formulations are not presently being prepared in a manufacturing facility governed by GMP requirements. Any failure by physicians, patients and/or third-party payors to accept and embrace compounded formulations could substantially limit our market and cause our operations to suffer.

We may ~~not receive sufficient revenue from~~pursue strategic acquisitions in the ~~compounding pharmacies we may acquire or develop, or with which we may partner, to fund~~future. Risks in acquisition transactions include difficulties in the integration of acquired businesses into our operations and ~~recover~~control environment, difficulties in assimilating and retaining employees and intermediaries, difficulties in retaining the existing clients of the acquired entities, assumed or unforeseen liabilities that arise in connection with the acquired businesses, the failure of counter parties to satisfy any obligations to indemnify us against liabilities arising from the acquired businesses, and unfavorable market conditions that could negatively impact our ~~development costs.~~

~~Our~~growth expectations for the acquired businesses. Fully integrating an acquired company or business ~~plan involves the preparation and sale~~into our operations may take a significant amount of our proprietary formulations through a network of compounding pharmacies and outsourcing facilities. After completion of our initial acquisition, we expect to establish an internal sales force to pursue marketing and sales of our proprietary and other formulations in the states in which our acquisitions are authorized to operate under federal and state pharmacy laws.time. We also expect to pursue additional strategic transactions to broaden our geographic reach, including plans to open our own outsourcing facilities in other geographical areas. Our Company has no experience operating pharmacies and commercializing compounded formulations and we may be unable to successfully manage this business or generate sufficient revenue to recover our development costs and operational expenses.

We may have only limited success in marketing and selling our proprietary formulations through any network of compounding pharmacies we may develop. Because any of our formulations will be commercialized through a compounding pharmacy, our distribution model will not have obtained FDA approval, only limited data will be available, if any, with respect to the safety and efficacy of our formulations for any particular indication, andcannot assure you that we will be subject to regulatory limitations with respect to the information we can provide regarding the safety and efficacy of our formulations even if such data is available. As a result, physicians may not be interested in prescribing our formulations to their patients, and we may not generate significant revenue from sales of our proprietary formulations and other products. In addition, we will be dependent on our initial acquisitions, and any other pharmacies or prescription dispensing facilities we acquire or develop and any pharmacy partners with which we may contract to compound and sell our formulations in sufficient volumes to accommodate the number of prescriptions they receive. We may be unable to acquire, build or enter into agreements with pharmacies or outsourcing facilities of sufficient size, reputation and quality to implement our business plan, and our pharmacy partners may be unable to compound our formulations successfully. If physicians and healthcare organizations were to request our formulations in quantities our pharmacies or pharmacy partners are unable to fill, our business would suffer.

~~Our business is significantly impacted by state and federal rules and regulations.~~

We expect that all of our proprietary formulations will be comprised of active pharmaceutical ingredients that are components of drugs that have received marketing approval from the FDA, although our proprietary compounded formulations have not themselves received FDA approval. FDA approval of a compounded formulation is not required in order to market and sell the compounded formulations, although in select instances we may choose to pursue FDA approval to market and sell certain potential product candidates. The marketing and sale of compounded formulations is subject to and must comply with extensive state and federal statutes and regulations governing compounding pharmacies. These statutes and regulations include, among other things, restrictions on compounding in advance of receiving a patient-specific prescription, prohibitions on compounding drugs that are essentially copies of FDA-approved drugs, prohibitions on compounding drug products for office use without a prescription for an individually identified patient, limitations on the volume of compounded formulations that may be sold across state lines, and prohibitions on wholesaling or reselling. These and other restrictions on the activities of compounding pharmacies may significantly limit the market available for compounded formulations, as compared to the market available for FDA-approved drugs.

Our pharmacy business is impacted by federal and state laws and regulations governing, among other things: the purchase, distribution, management, compounding, dispensing, reimbursement, marketing and labeling of prescription drugs and related services; FDA and/or state regulation affecting the pharmacy and pharmaceutical industries, including state pharmacy licensure, registration or permit standards; rules and regulations issued pursuant to HIPAA and other state and federal laws related to the use, disclosure and transmission of health information; state and federal controlled substance laws; and statutes and regulations related to FDA approval for the sale and marketing of new drugs and medical devices. Our failure to comply with any of these laws and regulations could severely limit or curtail our pharmacy operations, which would materially harm our business and prospects. Further, our business could be affected by changes in these or any newly enacted laws and regulations, as well as federal and state agency interpretations of such statutes and regulations. Such statutory or regulatory changes could require that we make changes to our business model and operations and/or could require that we incur significantly increased costs in order to comply with such regulations.

If any pharmacy or outsourcing facility we acquire or build or with which we partner fails to comply with the Controlled Substances Act, FDCA, or state statutes and regulations, the pharmacy could be required to cease operations or become subject to restrictions that could adversely affect our business.

State pharmacy laws require pharmacy locations in those states to be licensed as an in-state pharmacy to dispense pharmaceuticals. In addition, state controlled substance laws require registration and compliance with state pharmacy licensure, registration or permit standards promulgated by the state’s pharmacy licensing authority. Pharmacy and controlled substance laws often address the qualification of an applicant’s personnel, the adequacy of its prescription fulfillment and inventory control practices and the adequacy of its facilities, and subject pharmacies to oversight by state boards of pharmacy and other regulators that could impose burdensome requirements or restrictions on operations if a pharmacy is found not to comply with these laws. Any such noncompliance could also result in complaints or adverse actions by respective state boards of pharmacy, FDA inspection of the facility to determine compliance with the FDCA, loss of FDCA exemptions provided under Section 503A, warning letters, injunctions, prosecution, fines, loss of required government licenses, certifications and approvals, any of which could involve significant costs and could cause us to be unable to realize the expected benefits of these pharmacies’ operations. Although we ultimately expect to distribute our proprietary formulations through a network of compounding pharmacies, we may not be successful in ~~establishing such a network and the loss of an ability to compound sterile formulations would have an immediate adverse impact on our ability to successfully and timely implement our business plan.~~

Many of the states into which we may deliver pharmaceuticals have laws and regulations that require out-of-state pharmacies to register with, or be licensed by, the boards of pharmacy or similar regulatory bodies in those states. These states generally permit the dispensing pharmacy to follow the laws of the state within which the dispensing pharmacy is located. However, various state pharmacy boards have enacted laws and/or adopted rules or regulations directed at restricting the operation of out-of-state pharmacies by, among other things, requiring compliance with all laws of the states into which the out-of-state pharmacy dispenses medications, whether or not those laws conflict with the laws of the state in which the pharmacy is located, or requiring the pharmacist-in-charge to be licensed in that state. Further, under federal law Section 503A of the FDCA seeks to limit the amount of compounded products that a pharmacy can dispense interstate. The interpretation and enforcement of that provision is dependent on the FDA entering into a MOU with each state setting forth limits on interstate compounding. In February 2015, the FDA presented a draft MOU that, if adopted, and signed by states would limit the amount of interstate units dispensed from a compounding pharmacy to 30% of all compounded and non-compounded units dispensed or distributed by the pharmacy per month. This MOU, if adopted and signed by states, and any other state laws or requirements that may be enacted that prohibit or restrict the interstate operations of pharmacies could involve significant additional costs to us in order to sell compounded formulations in certain states and could have an adverse effect on our operations.

If a compounded drug formulation provided through our compounding services leads to patient injury or death or results in a product recall, we may be exposed to significant liabilities or reputational harm.

The success of our business, including our proprietary formulations and pharmacy operations, will be highly dependent upon medical and patient perceptions of us and the safety and quality of our products. We could be adversely affected if weovercoming these risks or any other compounding pharmacies or our formulations and technologies are subject to negative publicity. We could also be adversely affected if any of our formulations or technologies, any similar products sold by other companies, or any products sold by other compounding pharmacies prove to be, or are asserted to be, harmful to patients. For instance, to the extent any of the components of approved drugs or other ingredients used by any of ourproblems encountered with acquisitions to produce our compounded formulations have quality or other problems that adversely affect the finished compounded preparations, our business could be adversely affected. Also, because of our dependence upon medical and patient perceptions, any adverse publicity associated with illness or other adverse effects resulting from the use or misuse of our products, any similar products sold by other companies or any products sold by compounding pharmacies could have a material adverse impact on our business.

To assure compliance with USP guidelines, we intend to implemented a policy whereby 100% of all sterile compound batches produced by our acquisitions are tested both in-house and externally by an independent, FDA registered laboratory that we understand based on the laboratory’s representations operates in compliance with current good laboratory practices prior to their delivery to patients and physicians. However, we could still become subject to product recalls and termination or suspension of our state pharmacy licenses if we fail to fully implement this policy, if the laboratory testing does not identify all contaminated products, or if our products otherwise cause or appear to have caused injury or harm to patients. In addition, such laboratory testing may produce false positives, which could harm our business and impact our pharmacy operations and licensure even if the impacted formulations are ultimately found to be sterile and no patients were harmed by them. If adverse events or deaths or a product recall, either voluntarily or as required by the FDA or a state board of pharmacy, were associated with one of our proprietary formulations or any compounds prepared by Pharmacy Creations, Park, or any other acquired or developed pharmacy or pharmacy partner, our reputation may suffer, physicians may be unwilling to prescribe our proprietary formulations or order any prescriptions from such pharmacies, we may become subject to product and professional liability lawsuits, or our state pharmacy licenses could be terminated or restricted. If any of these events were to occur, we may be subject to significant litigation or other costs and loss of revenue, and we may be unable to continue our pharmacy operations and further develop and commercialize our proprietary formulations.

Although we intend to acquire secured product and professional liability insurance for our pharmacy operations and the marketing and sale of our formulations, our current or future insurance coverage may prove insufficient to cover any liability claims brought against us. Because of the increasing costs of insurance coverage, we may not be able to maintain insurance coverage at a reasonable cost or obtain insurance coverage that will be adequate to satisfy any liability that may arise.

~~Our ability to generate revenues will be diminished if we fail to obtain acceptable prices or an adequate level of reimbursement from third-party payors.~~

We expect that our initial acquisitions will operate on mostly a cash-pay basis and will not submit large amounts of claims for reimbursement through Medicare, Medicaid or other third-party payors, although our customers may choose to seek available reimbursement opportunities to the extent that they exist. We are currently in communications with third-party public and private payors regarding potential reimbursement options for certain of our proprietary formulations, but we may be unsuccessful in these efforts. Many third-party payors have imposed significant restrictions on reimbursement for compounded formulations in recent years. Additionally, even if we were to pursue and obtain FDA-approval for a particular product candidate, significant uncertainty exists as to the reimbursement status of newly approved health care products. Moreover, third-party payors, including Medicare, are increasingly attempting to contain health care costs by limiting coverage and the level of reimbursement for new drugs and by refusing, in some cases, to provide coverage for uses of approved products for disease indications for which the FDA has not granted labeling approval. As a result, reimbursement from insurance companies and other third-party payors may never be available for any of our products or, if available, it may not be sufficient to allow us to sell the products on a competitive basis. If government and other third-party payors do not provide adequate coverage and reimbursement levels for our formulations, the market acceptance for our formulations may be limited.

~~We may not be able to correctly estimate our future operating expenses, which could lead to cash shortfalls.~~

Our estimates of our future operating and capital expenditures are based upon our current business plan, the anticipated expenses associated with any of our acquired operations and our current expectations regarding the commercialization of our proprietary formulations. Our projections may vary significantly as a result of changes to our business model and strategy. We have no experience operating a pharmacy and commercializing compounded formulations, and we may not accurately estimate expenses and potential revenue associated with these activities. Additionally, our operating expenses may fluctuate significantly as a result of a variety of factors, including those discussed in this Item 1A, some of which are outside of our direct control. If we are unable to correctly estimate the amount of cash necessary to fund our business, we could spend our available financial resources much faster than we currently expect. If we do not have sufficient funds to continue to operate and develop our business, we could be required to seek additional financing earlier than we expect, which may not be available when needed or at all, or be forced to delay, scale back or eliminate some or all of our proposed operations.

We expect to rely on third party relationships to assist in our identification, research, assessment and acquisition of new formulations. If we do not successfully identify and acquire rights to potential formulations and successfully integrate them into our operations, our growth opportunities may be limited.

We expect our initial acquisitions to provide us with limited research and development support and access to additional novel compounded formulations. However, we expect to continue to rely, primarily upon third parties to provide us with additional opportunities. We may seek to enter into similar arrangements with other third parties and for other formulations in the future, but only if we are able to identify attractive formulations and negotiate agreements with their owners on terms acceptable to us, which we may not be able to do. If we are unable to utilize the formulations and the relationships with pharmacists, physicians and other inventors to provide us with additional development opportunities, our growth opportunities may be limited. Moreover, we have limited resources to acquire additional potential product development assets and integrate them into our business and acquisition opportunities may involve competition among several potential purchasers, which could include large multi-national pharmaceutical companies and other competitors that have access to greater financial resources than we do.

We expect that the pharmacist, physician and research consultants and advisors with whom our acquisitions have history will also provide us with significant assistance in our evaluation of product development opportunities.strategic transactions. These third parties generally engage in other business activities and may not devote sufficient time and attention to our research and development activities. If these third parties were to terminate their relationships with us, we may be unable to find other, equally qualified consultants and advisors on commercially reasonable terms or at all, and we may have significant difficulty evaluating potential opportunities and developing and commercializing existing or any new product candidates. As a result, we face financial and operational risks ~~and uncertainties in connection with any future product or technology acquisitions, and those we do complete may not be beneficial to us in the long term.~~

~~We may be unable to successfully develop and commercialize our proprietary formulations or any other assets we may acquire.~~

Our future results of operations will depend to a significant extent upon our ability to successfully develop and commercialize in a timely manner any of the assets we have acquired or to which we will acquire rights in the future. We expect to pursue development and commercialization opportunities with respect to certain of these formulations and we are in the process of assessing certain of our other assets in order to determine whether to pursue their development or commercialization. In addition, we expect to consider the acquisition of additional intellectual property rights or other assets in the future. There are numerous difficulties and risks inherent in acquiring, developing and commercializing new formulations and product candidates, including the risks identified in this offering.

Once we determine to pursue a potential product candidate, we develop a commercialization strategy for the product candidate. These commercialization strategies could include, among others, marketing and selling the formulation in compounded form through compounding pharmacies, or pursuing FDA approval of the product candidate. We may incorrectly assess the risks and benefits of our commercialization options with respect to one or more formulations or technologies, and we may not pursue a successful commercialization strategy. If we are unable to successfully commercialize one or more of our proprietary formulations, our operating results would be adversely affected. Even if we are able to successfully sell one or more proprietary formulations, we may never recoup our investment. Our failure to identify and expend our resources on formulations and technologies with commercial potential and execute an effective commercialization strategy for each of our formulations would negatively impact the long-term profitability of our business.

~~We may participate in strategic transactions that could impact our liquidity, increase our expenses and distract our management.~~

From time to time we may consider strategic transactions, such as out-licensing or in-licensing of compounds or technologies, acquisitions of companies, and asset purchases. Additional potential transactions we may consider include a variety of different business arrangements, including strategic partnerships, joint ventures, spin-offs, restructurings, divestitures, business combinations and investments. In addition, another entity may pursue us or certain of our assets or aspects of our operations as an acquisition target. Any such transactions may require us to incur charges specific to the transaction and not incident to our operations, may increase our near and long-term expenditures, may pose significant integration challenges, and may require us to hire or otherwise engage personnel with additional expertise, any of which could harm our operations and financial results. Such transactions may also entail numerous other operational and financial risks, including, among others, exposure to unknown liabilities, disruption of our business and diversion of our management’s time and attention in order to develop acquired products, product candidates, technologies or businesses.

As part of our efforts to complete any significant transaction, we would need to expend significant resources to conduct business, legal and financial due diligence, with the goal of identifying and evaluating material risks involved in the transaction. Despite our efforts, we may be unsuccessful in ascertaining or evaluating all such risks and, as a result, we may not realize the expected benefits of any such transaction, whether due to unidentified risks, integration difficulties, regulatory setbacks or other events, and we may incur material liabilities for the past activities of acquired businesses. If any of these events were to occur, we could be subject to significant costs and damage to our reputation and our business, results of operations and financial condition could be adversely affected.

~~We may need additional capital in order to continue operating our business, and such additional funds may not be available when needed, on acceptable terms, or at all.~~

We have not started generating cash from operations, and do not yet receive any revenues from any operations. Although we believe we have sufficient cash reserves to operate our business for at least the next 6 months, we will need significant additional capital to execute our business plan and fund our proposed business operations. Additionally, our plans for this period may change, our estimates of our operating expenses and working capital requirements could be inaccurate, we may pursue acquisitions of pharmacies or other strategic transactions that involve one-time expenditures or we may experience growth more quickly or on a larger scale than we expect, any of which may result in the depletion of capital resources more rapidly than anticipated and could require us to seek additional financing earlier than we expect to support our operations.

We may seek to obtain additional capital through additional equity or debt financings, funding from corporate partnerships or licensing arrangements, sales or assets or other financing transactions. If additional capital is not available when necessary and on acceptable terms, we may need to forego pursuit of potentially valuable development or acquisition opportunities, we may not be able to continue to operate our business pursuant to our business plan or we may be forced to discontinue our operations entirely. If we issue equity or convertible debt securities to raise additional funds, our existing stockholders may experience substantial dilution, and the newly issued equity or debt securities may have more favorable terms or rights, preferences and privileges senior to those of our existing stockholders. If we raise additional funds through collaboration and licensing arrangements or sales of assets, we may be required to relinquish potentially valuable rights to our product candidates or proprietary technologies, or grant licenses on terms that are not favorable to us. If we raise funds by incurring debt, we may be required to pay significant interest expenses and our leverage relative to our earnings or to our equity capitalization may increase. Obtaining commercial loans, assuming those loans would be available, would increase our liabilities and future cash commitments and may impose restrictions on our activities, such as financial or operational covenants with which we must comply. Further, we may incur substantial costs in pursuing future capital and/or financing transactions, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as options, convertible notes and warrants, which would adversely impact our financial results.

~~If we are unable to establish, train and maintain an effective sales and marketing infrastructure, we will not be able to commercialize our product candidates successfully.~~

We expect to build an internal sales and marketing infrastructure to implement our business plan with the development of internal sales teams and education campaigns to market our proprietary ophthalmology and urology formulations. We will need to expend significant resources to further establish and grow this internal infrastructure and properly train sales personnel with respect to regulatory compliance matters. We may also choose to engage third parties to provide sales and marketing services for us, either in place of or to supplement our internal commercialization infrastructure. We may not be able to secure sales personnel or relationships with third-party sales organizations that are adequate in number or expertise to successfully market and sell our proprietary formulations and pharmacy services. Further, any third-party organizations we may seek to engage may not be able to provide sales and marketing services in accordance with our expectations and standards, may be more expensive than we can afford or may not be available on otherwise acceptable terms or at all. If we are unable to establish and maintain compliant and adequate sales and marketing capabilities, through our own internal infrastructure or third-party services, we may be unable to sell our formulations or services or generate revenue.

~~We may be unable to demonstrate the safety and efficacy or obtain FDA regulatory approval to market and sell any product candidates for which we seek FDA approval.~~

Although our current business strategy is focused on developing and commercializing product opportunities as compounded formulations, we may choose to seek FDA regulatory approval to market and sell one or more of our assets as a FDA-approved drug. The process of obtaining FDA approval to market and sell pharmaceutical products is costly, time consuming, uncertain and subject to unanticipated delays. If we choose to pursue FDA approval for one or more product candidates, the FDA or other regulatory agencies may not approve the product candidate on a timely basis or at all. Before we could obtain FDA approval for the sale of any of our potential product candidates, we would be required to demonstrate through preclinical studies and clinical trials that the product candidate is safe and effective for each intended use. Preclinical and clinical studies may fail to demonstrate the safety and efficacy of our potential product candidates. Even promising results from preclinical and early clinical studies do not accurately predict positive results in later, large-scale trials. A failure to demonstrate safety and efficacy of a product candidate to the FDA’s satisfaction would result in our failure to obtain FDA approval. Moreover, even if the FDA were to grant regulatory approval of a product candidate, the approval may be limited to specific therapeutic areas or limited with respect to its distribution, which could limit revenues, and we would be subject to extensive and costly post-approval requirements and oversight with respect to our commercialization of the product candidate.

~~Delays in the conduct or completion of, or the termination of, any clinical and non-clinical trials for any product candidates for which we seek FDA approval could adversely affect our business.~~

Clinical trials are very expensive, time consuming, unpredictable and difficult to design and implement. The results of clinical trials may be unfavorable, they may continue for several years and may take significantly longer to complete and involve significantly more costs than expected. Delays in the commencement or completion of clinical testing could significantly affect our product development costs and business plan with respect to any product candidate for which we seek FDA approval. The commencement and completion of clinical trials can be delayed and experience difficulties for a number of reasons, including delays and difficulties caused by circumstances over which we may have no control. For instance, approvals of the scope, design or trial site may not be obtained from the FDA and other required bodies in a timely manner or at all, agreements with acceptable terms may not be reached with clinical research organizations (CROs) to conduct the trials, a sufficient number of subjects may not be recruited and enrolled in the trials, and third-party manufacturers of the materials for use in the trials may encounter delays and problems in the manufacturing process, including failure to produce materials in sufficient quantities or of an acceptable quality to complete the trials. If we were to experience delays in the commencement or completion of, or if we were to terminate, any clinical or non-clinical trials we pursue in the future, the commercial prospects for the applicable product candidates may be limited or eliminated, which may prevent us from ~~recouping~~realizing the expected benefits from acquisitions and could result in the failure to realize the full economic value of a strategic transaction or the impairment of goodwill and/or intangible assets recognized at the time of an acquisition. These risks could be heightened if we complete a large acquisition or multiple acquisitions within a short period of time.

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Our Future Success Depends, in Part, on the Performance and Continued Service of Our Officers

We presently depend to a great extent upon the experience, abilities and continued services of our ~~investment on research and development efforts for the product candidate and would~~management team. The loss of our management team’s services could have a material adverse effect on our business, financial condition or results of ~~operations, financial condition and prospects.~~

~~We will be dependent on third parties~~operation. Failure to ~~conduct clinical trials and non-clinical studies of~~maintain our ~~formulations.~~

We do not expect to employ personnel or possess the facilities necessary to conduct many of the activities associated with our non-clinical research activities or any clinical programs we may pursue in the future. We have engaged, and expect to continue to engage consultants, advisors, CROs and others to design, conduct, analyze and interpret the results of studies in connection with the research and development of our products. In addition, we have in the past provided and expect to continue to provide grants to physicians and other healthcare organizations to support investigator-initiated studies of our proprietary formulations. We generally have only very limited contractual rights in connection with the conduct of any such studies. In addition, if we were to participate in clinical trials conducted under an approved investigator-sponsored NDA, correspondence and communication with the FDA pertaining to these trials would strictly be between the investigator and the FDA. The communication and information provided by the investigator may not be appropriate and accurate, whichmanagement team could result in reviews, audits, delays or clinical holds by the FDA that affect the timelines for these studies and potentially risk the completion of these trials. As a result, many important aspects of any studies of our proprietary formulations and clinical or non-clinical trials for any drug candidates we determine to pursue are not in our direct control.

~~If the third parties we engage to perform these activities fail to devote sufficient time and resources~~prove disruptive to our ~~studies, or if their performance is substandard, it would delay the introduction~~daily operations, require a disproportionate amount of our proprietary formulations to the market or the approval of our applications to regulatory agencies. Failure of these third parties to meet their obligations could adversely affect development of our proprietary formationsresources and ~~product candidates~~management attention and ~~as a result~~ could have a material adverse effect on our business, financial condition and results of operations.

~~Even if we successfully develop any product candidate into~~We Are in an ~~FDA-approved drug, failure~~Intensely Competitive Industry and There Can Be No Assurance That We Will Be Able to ~~comply~~Compete with ~~continuing federal and state regulations could result~~Our Competitors Who May Have Greater Resources

We face strong competition from competitors in the ~~loss~~healthcare industry, including competitors who could duplicate our models. Many of ~~approvals to market the drug.~~

Even if we successfully develop any product candidate into an FDA-approved drug, we would be subject to extensive continuing regulatory requirements and review, including review of adverse drug experiences and clinical results from any post-marketing tests or continued actions required as a condition of approval. The manufacturer and manufacturing facilities we would use to produce any such drug preparations would be subject to periodic review and inspection by the FDA, and we would be reliant on these ~~third parties to maintain their manufacturing processes in compliance with FDA and all other applicable regulatory requirements. Any changes to a product that~~competitors may have ~~achieved approval, including the way it is manufactured or promoted, would often require FDA approval before the product, as modified, could be marketed.~~substantially greater financial, marketing and development resources and other capabilities than us. In addition, ~~we and~~there are very few barriers to entry into the market for our ~~contract manufacturers would~~services. There can be subject to ongoing FDA requirements for submission of safety and other post-market information. If we or our contract manufacturers failed to comply with these or any other applicable regulatory requirements, a regulatory agency may, among other things, issue warning letters, impose civil or criminal penalties, suspend or withdraw regulatory approval, impose restrictions on our operations, close the facilities of our contract manufacturers, seize or detain products or require a product recall.

Regulatory review also covers a company’s activities in the promotion of its FDA-approved drugs, with significant potential penalties and restrictions for promotion of drugs for an unapproved use. Sales and marketing programs are under scrutiny for compliance with various mandated requirements, such as illegal promotions to health care professionals. We are also required to submit information on our open and completed clinical trials to public registries and databases. Failure to comply with these requirements could expose us to negative publicity, fines and penaltiesno assurance, therefore, that ~~could harm our business.~~

~~We may face additional competition outside of the U.S. as a result of a lack of patent coverage in some territories and differences in patent prosecution and enforcement laws in foreign counties.~~

Filing, prosecuting, defending and enforcing patents on our proprietary formulations throughout the world is extremely expensive. While we have filed five international patent applications under the Patent Cooperation Treaty, we do not currently have patent protection outside of the U.S. that covers any of our proprietary formulations or other assets that we are currently pursuing. Competitors may use our technologies to develop their own products in jurisdictions where we have not obtained patent protection. These products may compete with ours and may not be covered by any of our patent claims or other intellectual property rights.

~~Even if we were to file international patent applications for~~ any of our current and future competitors, many of whom may have far greater resources, will not independently develop services that are substantially equivalent or ~~future proprietary formulations~~superior to our services. Therefore, an investment in our Company is very risky and ~~patents were issued or approved, it is likely that~~speculative due to the scope of protection provided by such patents would be different from, and possibly less than, the scope provided by corresponding U.S. patents. The success of our international market opportunity would be dependent upon the enforcement of patent rights in various other countries. Several countriescompetitive environment in which we ~~could file patent applications have a history of weak enforcement and/~~may operate.

Our competitors may be able to provide customers with different or ~~compulsory licensing of intellectual property rights. Moreover, the legal systems of certain countries, particularly certain developing countries, do not favor the aggressive enforcement of patents~~greater capabilities or benefits than we can provide in areas such as technical qualifications, past contract performance, geographic presence and ~~other intellectual property protection, particularly those relating to biotechnology and/or pharmaceuticals, which would make it difficult for us to stop a party from infringing any~~price. Furthermore, many of our ~~intellectual property rights. Even if we have patents issued in these jurisdictions, our patent rights~~competitors may ~~not~~ be ~~sufficient~~able to ~~prevent generic competition or unauthorized use. Moreover, attempting~~utilize substantially greater resources and economies of scale to ~~enforce our patent rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business.~~

~~Our proprietary formulations~~develop competing products and technologies, ~~could potentially conflict~~divert sales away from us by winning broader contracts or hire away our employees by offering more lucrative compensation packages. In order to secure contracts successfully when competing with ~~the rights of others~~.

The preparation or sale of our proprietary formulations and use of our technologies may infringe on the patent rights of others. If our products infringe or conflict with the patent or other intellectual property rights of others, third parties could bring legal actions against us claiming damages and seeking to enjoin our manufacturing and marketing of affected products. Patent litigation is costly and time consuming and may divert management’s attention and our resources. We may not have sufficient resources to bring any such actions to a successful conclusion. If we are not successful in defending against these legal actions should they arise,larger, well-financed companies, we may be ~~subject to monetary liability, be~~ forced to ~~alter our products or cease some or all of our operations relating~~agree to contractual terms that provide for lower aggregate payments to us over the ~~affected products, or seek to obtain a license in order to continue manufacturing and marketing the affected products, which may not available on acceptable terms or at all.~~

~~We will be dependent on our management team for the growth and development of our Company.~~

We currently have three executives in place, our CEO, COO, and an Advisor. The recruitment of key personnel will be critical to our success. Our CEO, COO, and Advisor along with other senior managers will play a primary role in creating and developing our current business model, and securing much of our material intellectual property rights and related assets, as well as the means to make and distribute our current products. We will be highly dependent on this team for the implementation of our business plan and the future development of our assets and our business, and the loss of any key memberlife of the ~~senior team’s services to and leadership of~~contract, which could adversely affect our ~~Company would likely materially adversely impact the Company. We presently do not expect to have key man insurance for our senior manager(s).~~

~~If we are unable to attract and retain key personnel and consultants, we may be unable to maintain or expand our business.~~

We have developed a new business model and have focused on building our management, pharmacy, research and development, sales and marketing and other personnel in order to pursue this business model. However, because of our lack of history, we may have significant difficulty attracting and retaining necessary employees. In addition, because of the specialized nature of our business, our ability to develop products andmargins. Our failure to compete ~~will remain highly dependent, in large part, upon our ability~~effectively with respect to ~~attract and retain qualified pharmacy, scientific, technical and commercial employees and consultants. The loss~~any of ~~key employees~~these or ~~consultants or the failure to recruit or engage new employees and consultants~~other factors could have a material adverse effect on our ~~business. There~~business, prospects, financial condition or operating results.

Risks Specific to the Software, Systems and Technology Industries

We may incur substantial costs related to product-related liabilities. Many of our software solutions, health care devices, technology-enabled services or other services (collectively referred to as “Solutions and Services”) are intended for use in collecting, storing and displaying clinical and health care-related information used in the diagnosis and treatment of patients and in related health care settings such as registration, scheduling and billing. We attempt to limit by contract our liability; however, the limitations of liability set forth in the contracts may not be enforceable or may not otherwise protect us from liability for damages. We may also be subject to claims that are not covered by contract. Although we maintain liability insurance coverage, there can be no assurance that such coverage will cover any particular claim that has been brought or that may be brought in the future, that such coverage will prove to be adequate or that such coverage will continue to remain available on acceptable terms, if at all. A successful material claim or series of claims brought against us, if uninsured or under-insured, could materially harm our business, results of operations and financial condition. Product-related claims, even if not successful, could damage our reputation, cause us to lose existing clients, limit our ability to obtain new clients, divert management's attention from operations, result in significant revenue loss, create potential liabilities for our clients and us and increase insurance and other operational costs.

We may be subject to claims for system errors and warranties. Our Solutions and Services are very complex and may contain design, coding or other errors, especially when first introduced. It is ~~intense competition~~not uncommon for ~~qualified~~HCIT providers to discover errors in Solutions and Services after their introduction to the market. Similarly, the installation of our Solutions and Services is very complex and errors in the implementation and configuration of our systems can occur. Our Solutions and Services are intended for use in collecting, storing, and displaying clinical and health care-related information used in the diagnosis and treatment of patients and in related health care settings such as registration, scheduling and billing. Therefore, users of our Solutions and Services are less tolerant of errors than the market for other types of technologies generally. Our client agreements typically provide warranties concerning material errors and other matters. If a client's Solutions and Services fail to meet these warranties or leads to faulty clinical decisions or injury to patients, it could 1) constitute a material breach under the client agreement, allowing the client to terminate the agreement and possibly obtain a refund or damages or both, or require us to incur additional expense in order to make the Solution or Service meet these criteria; or 2) subject us to claims or litigation by our clients or clinicians or directly by the patient. Additionally, such failures could damage our reputation and could negatively affect future sales. Our client agreements generally limit our liability arising from such claims, but such limits may not be enforceable in certain jurisdictions or circumstances. Although we maintain liability insurance coverage, there can be no assurance that such coverage will cover any particular claim that has been brought or that may be brought in the future, that such coverage will prove to be adequate or that such coverage will continue to remain available on acceptable terms, if at all. A successful material claim or series of claims brought against us, if uninsured or under-insured, could materially harm our business, results of operations and financial condition.

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We may experience interruptions at our data centers or client support facilities, which could interrupt clients’ access to their data, exposing us to significant costs and reputational harm. We perform data center and/or hosting services for certain clients, including the collection and storage of critical patient and administrative data and the provision of support services through various client support facilities. Our business relies on the secure electronic transmission, data center storage and hosting of sensitive information, including protected health information; personally, identifiable information; financial information; and other sensitive information relating to our clients and their patients, providers and certain billing information, our company, our workforce and our third party suppliers. Complete failure of all local public power and backup generators; impairment of all telecommunications lines; a successful concerted denial of service attack; a significant system, network or data breach; damage, injury or impairment (environmental, accidental or intentional) to the buildings, the equipment inside the buildings housing our data centers, the personnel operating such facilities or the client data contained therein; or errors by the personnel trained to operate such facilities could cause a disruption in operations and negatively impact clients who depend on us for data center and system support services. We may offer our clients disaster recovery services for additional fees to protect clients from isolated data center failures, leveraging our multiple data center facilities; however only a small percentage of our hosted clients choose to contract for these services. We use third party public cloud providers in connection with certain cloud-based offerings and third parties to host our own data, in which case we have to rely on such third parties to prevent service interruption and such reliance is subject to similar risks described above with respect to our own data center and hosting services.

If our IT security is breached, or if the IT security of third parties on which we rely is breached, we could be subject to increased expenses, exposure to legal claims and regulatory actions, and clients and prospective clients could be deterred from using our Solutions and Services. We are in the information technology business, and in providing our Solutions and Services, we store, retrieve, process and manage our clients’ information and data (and that of their patients), as well as our own data. We believe we have a reputation for secure and reliable Solution and Service offerings, and we have invested a great deal of time and resources in protecting the security, confidentiality, integrity and availability of our Solutions and Services and the internal and external data that we manage. Third parties attempt to identify and exploit Solution and Service vulnerabilities, penetrate or bypass our security measures, and gain unauthorized access to our or our clients’ and suppliers’ software, hardware and cloud offerings, networks and systems, any of which could lead to disruptions in mission-critical systems or the unauthorized release or corruption of personal information or the confidential information or data of our clients or their patients.

High-profile security breaches at other companies have increased in recent years, and security industry experts and government officials have warned about the risks of hackers and cyber-attacks targeting information technology products and businesses. Although this is an industry-wide problem that affects other software and hardware companies, we may be ~~unable~~targeted by computer hackers because we are a prominent health care IT company and have high profile clients, including government clients. These risks will increase as we continue to grow our cloud offerings, collect, store and process increasingly large amounts of our clients’ confidential data, including personal health information, and host or manage parts of our clients’ businesses in cloud-based/multi-tenant IT environments. We use third party public cloud providers in connection with certain cloud-based offerings and third-party providers to host our own data, in which case we have to rely on the processes, control and security such third parties have in place to protect the infrastructure, which are subject to similar risks described above with respect to our IT security.

We continue to invest in and improve our threat protection, detection and mitigation policies, procedures and controls. In addition, we work with other companies in the industry on increased awareness and enhanced protections against cybersecurity threats. Because of the evolving nature and sophistication of these security threats, which can be difficult to detect, there can be no assurance that our policies, procedures and controls or those of third parties on which we rely will detect or prevent any of these threats and we cannot predict the full impact of any such past or future incident.

The costs we would incur to address and remediate these security incidents would increase our expenses, and our efforts to address these problems may not be successful and could result in interruptions, delays, cessation of service and loss of existing or potential clients that may impede our sales, development of solutions, provision of services or other critical functions. If a cyber-attack or other security incident described above were to allow unauthorized access to or modification of our clients' or suppliers' data, our own data or our IT systems, or if our Solutions or Services are perceived as having security vulnerabilities, we could suffer significant damage to our brand and reputation. This in turn could lead to fewer clients using our Solutions and Services and result in reduced revenue and earnings. These types of security incidents could also lead to lawsuits, regulatory investigations and claims and increased legal liability, including regulatory actions by state and federal government authorities and non-US authorities and, in some cases, contractual costs related to notification and fraud monitoring of impacted persons. We maintain cyber risk insurance, but this insurance may not be sufficient to cover all of our losses from any future breaches of our IT systems or those of third parties on which we rely.

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Our proprietary technology may be subject to claims for infringement or misappropriation of intellectual property rights of others, or our intellectual property rights may be infringed or misappropriated by others. We rely upon a combination of confidentiality practices and policies, license agreements, confidentiality provisions in employment agreements, confidentiality agreements with third parties and technical security measures to maintain the confidentiality, exclusivity and trade secrecy of our proprietary information. We also rely on trademark and copyright laws to protect our intellectual property rights in the U.S. and abroad. We continue to develop our patent portfolio of U.S. and global patents, but these patents do not provide comprehensive protection for the wide range of Solutions and Services we offer. Despite our protective measures and intellectual property rights, we may not be able to adequately protect against theft, copying, reverse engineering, misappropriation, infringement or unauthorized use or disclosure of our intellectual property, which could have an adverse effect on our competitive position.

In addition, we are routinely involved in intellectual property infringement or misappropriation claims, and we expect this activity to continue or even increase as the number of competitors, patents and patent enforcement organizations in the HCIT and broader IT market increases, the functionality of our Solutions and Services expands, the use of open-source software increases and we enter new geographies and new market segments. These claims, even if unmeritorious, are expensive to ~~attract~~defend and ~~retain~~are often incapable of prompt resolution. If we become liable to third parties for infringing or misappropriating their intellectual property rights, we could be required to pay a substantial damage award, develop alternative technology, obtain a license or cease using, selling, offering for sale, licensing, implementing or supporting the ~~qualified personnel necessary~~applicable Solutions and Services.

Many of our software solutions and technology-enabled services contain open source software that may pose particular risks to our proprietary software solutions and technology-enabled services in a manner that could have a negative effect on our business. We rely upon open source software in our software solutions and technology-enabled services. The licensing terms applicable for certain open source software have not been interpreted by U.S. or foreign courts and could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide and support our Solutions or Services.

Additionally, we may encounter claims from third parties claiming ownership and unauthorized use of the ~~development~~software purported to be licensed under the open source terms, demanding release of derivative works of open source software that could include our proprietary source code, or otherwise seeking to enforce the terms of the applicable open source licenses. These claims could result in litigation and, even if unmeritorious, could be expensive to defend and incapable of prompt resolution. If we become liable to third parties for such claims, we could be required to make our software source code available under the applicable open source license, utilize or develop alternative technology, or cease using, selling, offering for sale, licensing, implementing or supporting the applicable solutions or technology-enabled services. In addition, use of certain open source software may pose greater risks than use of third-party commercial software, as most open source licensors and distributors do not provide commercial warranties or indemnities or controls on the origin of the software.

We may become involved in legal proceedings that could have a material adverse impact on our business, results of operations and financial condition. From time to time and in the ordinary course of our business, we and certain of our subsidiaries may become involved in various legal proceedings and claims, including for example, employment disputes and litigation; client disputes and litigation alleging solution and implementation defects, personal injury, intellectual property infringement, violations of law and breaches of contract and warranties; and other third party disputes and litigation alleging personal injury, intellectual property infringement, violations of law, and breaches of contracts and warranties. All such legal proceedings are inherently unpredictable and, regardless of the merits of the claims, litigation may be expensive, time-consuming and disruptive to our operations and distracting to management. If resolved against us, such legal proceedings could result in excessive verdicts, injunctive relief or other equitable relief that may affect how we operate our business.

~~Changes in~~Similarly, if we settle such legal proceedings, it may affect how we operate our business. Future court decisions, alternative dispute resolution awards, business expansion or legislative activity may increase our exposure to litigation and regulatory investigations. In some cases, substantial non-economic remedies or punitive damages may be sought. Although we maintain liability insurance coverage, there can be no assurance that such coverage will cover any particular verdict, judgment or settlement that may be entered against us, that such coverage will prove to be adequate or that such coverage will continue to remain available on acceptable terms, if at all. If we incur liability that exceeds our insurance coverage or that is not within the ~~healthcare industry that are beyond our control may have an adverse impact on our business.~~

The healthcare industry is changing rapidly as consumers, governments, medical professionals and the pharmaceutical industry examine ways to broaden medical coverage while controlling the increase in healthcare costs. Such changes could include changes to make the government’s Medicare and Medicaid reimbursement programs more restrictive, which could limit or curtail the potential for our proprietary formulations to obtain eligibility for reimbursement from such payors, or changes to expand the reach of HIPAA or other health privacy laws, which could make compliance with these laws more costly and burdensome. Further, the Health Reform Law may have a considerable impact on the existing U.S. system for the delivery and financing of health care and conceivably could have a material effect on our business, although the details for implementation of manyscope of the requirements under the Health Reform Law will depend on the promulgation of regulations by a number of federal government agencies. It is impossible to predict the final requirements of the Health Reform Law, any other changes to laws and regulations affecting the healthcare industry, or the net effect of these requirements or changes on our business, operations or financial performance.

~~Because of their significant ownership, some of our existing shareholders may be able to exert control over~~coverage in legal proceedings brought against us, ~~and our significant corporate decisions.~~

Our executive officers and directors own or have the right to acquire approximately 20% of our shares that would be outstanding following such issuances. The sale of even a portion of these shares, or the perception that such sales may occur, would likelyit could have a material adverse effect on our ~~stock price.~~ business, results of operations and financial condition.

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Non-U.S. operations are subject to inherent risks, and our business, results of operations and financial condition, including our revenue growth and profitability, could be adversely affected by a variety of uncontrollable and changing factors. These include, but are not limited to, fluctuations in foreign currency exchange rates could materially affect our financial results. Our consolidated financial statements are presented in U.S. dollars. In general, the functional currency of our subsidiaries is the local currency where the subsidiary operates. For each subsidiary, assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rates in effect at the balance sheet dates and revenues and expenses are translated at the average exchange rates prevailing during the month of the transaction. Therefore, increases or decreases in the value of the U.S. dollar against other major currencies affect our revenues, net earnings and the value of balance sheet items denominated in foreign currencies. Future fluctuations in foreign currency exchange rates, particularly the strengthening of the U.S. dollar against major currencies, could materially affect our financial results.

We are subject to tax legislation in numerous countries; changes in tax laws or challenges to our tax positions could adversely affect our business, results of operations and financial condition. We are a global corporation with a presence in more than 35 countries. As such, we are subject to tax laws, regulations and policies of the U.S. federal, state and local governments and of comparable taxing authorities in other country jurisdictions. Changes in tax laws, including for example the U.S. federal tax legislation commonly referred to as the Tax Cuts and Jobs Act of 2017 (“Tax Act”), as well as other factors, could cause us to experience fluctuations in our tax obligations and effective tax rates in 2018 and thereafter and otherwise adversely affect our tax positions and/or our tax liabilities. Although our accounting for the effects of the enactment of the Tax Act is now complete, there could be additional regulations we may become subject to. The full impact of the Tax Act on us may change significantly as regulations, interpretations and rulings relating to the Tax Act are issued and additional changes in U.S. federal and state tax laws may be made in the future. There can be no assurance that our effective tax rates, tax payments, tax credits or incentives will not be adversely affected by these or other initiatives.

In addition, U.S. federal, state and local, as well as other countries' tax laws and regulations, are extremely complex and subject to varying interpretations and requires significant judgment in determining our worldwide provision for income taxes and other tax liabilities. Longstanding international tax norms that determine each country's jurisdiction to tax cross-border international trade are evolving as a result of the Base Erosion and Profit Shifting reporting requirements (“BEPS”) recommended by the G8, G20 and Organization for Economic Cooperation and Development (“OECD”). Further, during 2018, the European Commission issued proposals and the OECD issued an interim report related to the taxation of the digital economy. As these ~~persons, acting together,~~and other tax laws and related regulations change, our financial results could be materially impacted. Given the unpredictability of these possible changes and their potential interdependency, it is very difficult to assess the overall effect of such potential tax changes, but such changes could adversely impact our financial results.

Our success depends upon the recruitment and retention of key personnel. To remain competitive in our industries, we must attract, motivate and retain highly skilled managerial, sales, marketing, consulting and technical personnel, including executives, consultants, programmers and systems architects skilled in the HCIT, health care devices, health care transactions, population health management and revenue cycle industries and the technical environments in which our Solutions and Services are offered. Competition for such personnel in our industries is intense in both the U.S. and abroad. We may also experience increased compensation costs that are not offset by either improved productivity or higher sales. Our failure to attract additional qualified personnel and to retain and motivate existing personnel to meet our needs could have a material adverse effect on our prospects for long-term growth. In addition, we invest significant time and expense in training our associates, which increases their value to clients and competitors who may seek to recruit them and increases the cost of replacing them. Our success is dependent to a significant degree on the continued contributions of key management, sales, marketing, consulting and technical personnel. Members of our senior management team have left over the years for a variety of reasons, and we cannot guarantee that there will not be additional departures. The unexpected loss of key personnel, or the failure to successfully develop and execute effective succession planning to assure smooth transitions of those key associates and their knowledge, relationships and expertise, could disrupt our business and have a material adverse impact on our results of operations and financial condition, and could potentially inhibit development and delivery of our Solutions and Services and market share advances.

We may be subject to harassment or discrimination claims and legal proceedings, and our inability or failure to respond to and effectively manage publicity related to such claims could adversely impact our business. Although our Code of Conduct and other employment policies prohibit harassment and discrimination in the workplace, in sexual or in any other form, we have ongoing programs for workplace training and compliance, and we investigate and take disciplinary action with respect to alleged violations, actions by our associates could violate those policies. And, with the increased use of social media platforms, including blogs, chat platforms, social media websites, and other forms of Internet-based communications that allow individuals access to a broad audience, there has been an increase in the speed and accessibility of information dissemination. The dissemination of information via social media, including information about alleged harassment, discrimination or other claims, could harm our business, brand, reputation, financial condition, and results of operations, regardless of the information's accuracy.

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We depend on strategic relationships and third-party suppliers and our revenue and operating earnings could suffer if we fail to manage these relationships properly. To be successful, we must continue to maintain our existing strategic relationships and establish additional strategic relationships as necessary with leaders in the markets in which we operate. We believe that these relationships contribute to our ability to ~~exercise significant influence over~~further build our brand, extend the reach of our Solutions and Services and generate additional revenues and cash flows. If we were to lose critical strategic relationships, this could have a material adverse impact on our business, results of operations and financial condition.

We license or ~~control~~purchase certain intellectual property and technology (such as software, services, hardware and content) from third parties, including some competitors, and depend on such third-party intellectual property and software, services, hardware and content in the ~~outcome~~operation and delivery of ~~all matters submitted to~~ our ~~stockholders~~Solutions and Services. Additionally, we sell or license third party intellectual property, services and software, hardware or content in conjunction with our Solutions and Services. For instance, we currently depend on Amazon Web Services, Microsoft, Cloudera, Oracle, VMWare and IBM technologies for ~~approval, including~~portions of the ~~election~~operational capabilities of our solutions. Our remote hosting and removal of directors and any significant transaction involving us, and to control our management and affairs. Additionally, since our Amended and Restated Certificate of Incorporation and Bylaws permit our stockholders to act by written consent,cloud services businesses also rely on a limited number of ~~stockholders may approve stockholder actions without holding a meeting~~software and services suppliers for certain functions of ~~stockholders.~~these businesses, such as Oracle, NetApp, Microsoft, Veritas, CITRIX, GTT and Equinix. Additionally, we will rely on companies such as Dell/EMC, Hewlett-Packard Enterprise, Cisco, NetApp, IBM and others for our hardware technology platforms.

~~This concentration of ownership may harm the market price~~Most of our ~~common stock~~third-party software license support contracts will likely expire within one to five years, can be renewed only by ~~among other things:~~mutual consent and may be terminated if we breach the terms of the license and fail to cure the breach within a specified period of time. Most of these third-party software licenses are non-exclusive; therefore, our competitors may obtain the right to use any of the technology covered by these licenses and use the technology to compete directly with us.

~~delaying, deferring, or preventing a change in control~~If any of our ~~Company~~third party suppliers were to change product offerings, cease actively supporting the technologies, fail to update and enhance the technologies to keep pace with changing industry standards, encounter technical difficulties in the continuing development of these technologies, significantly increase prices, change delivery models, terminate our licenses or supply contracts, suffer significant capacity or supply chain constraints or suffer significant disruptions, we may need to seek alternative suppliers and incur additional internal or external development costs to ensure continued performance of our Solutions and Services. Such alternatives may not be available on attractive terms or may not be as widely accepted or as effective as the intellectual property or technology provided by our existing suppliers. If the cost of licensing, purchasing or maintaining our third-party intellectual property or technology significantly increases, our operating earnings could significantly decrease. In addition, interruption in functionality of our Solutions and Services as a result of changes in third party suppliers could adversely affect our commitments to clients, future sales of Solutions and Services, and negatively affect our revenue and operating earnings.

We intend to continue strategic business acquisitions and other combinations, which are subject to inherent risks. In order to expand our Solutions and Services offerings and grow our market and client base, we may continue to seek and complete strategic business acquisitions and other combinations that we believe are complementary to our ~~Board~~business.

Acquisitions have inherent risks which may have a material adverse effect on our business, results of ~~Directors,~~

~~impeding~~operations, financial condition or prospects, including, but not limited to: 1) failure to successfully integrate the business, culture and financial operations, services, intellectual property, solutions or personnel of an acquired business and to maintain uniform standard controls, policies, procedures and information systems; 2) diversion of our management's attention from other business concerns; 3) management of a ~~merger, consolidation, takeover,~~larger company and entry into markets in which we have little or no direct prior experience; 4) failure to achieve projected synergies and performance targets; 5) failure to commercialize "go forward" Solutions and Services under development and increase revenues from existing marketed Solutions and Services; 6) loss of clients, key personnel, supplier, research and development, distribution, marketing, promotion and other important relationships; 7) incurrence of debt or assumption of known and unknown liabilities; 8) write-off of software development costs, goodwill, client lists and amortization of expenses related to intangible assets; 9) dilutive issuances of equity securities; 10) accounting deficiencies that could arise in connection with, or as a result of, the acquisition of an acquired company, including issues related to internal control over financial reporting and the time and cost associated with remedying such deficiencies; and 11) litigation arising from claims or liabilities assumed from an acquired company or that are otherwise related to acquisition activity, such as claims from former employees, former stockholders or other ~~business combination involving our Company,~~

~~causing~~third parties, all of which could require us to ~~enter into transactions or agreements that are not in the best interests of all stockholders,~~

~~discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of our Company.~~

incur significant expenses and cause management distraction. If we fail to ~~maintain an effective system of internal controls,~~successfully integrate acquired businesses or fail to implement our business strategies with respect to these acquisitions, we may not be able to ~~accurately report~~achieve projected results or support the amount of consideration paid for such acquired businesses.

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Volatility and disruption resulting from global economic or market conditions could negatively affect our business, results of operations and financial ~~results.~~

~~Effective internal controls are necessary for~~condition. Our business, results of operations, financial condition and outlook may be impacted by the health of the global economy. Volatility and disruption in global capital and credit markets may lead to slowdowns or declines in client spending which could adversely affect our business and financial performance. Our business and financial performance, including new business bookings and collection of our accounts receivable, may be adversely affected by current and future economic conditions (including a reduction in the availability of credit, higher energy costs, rising interest rates, financial market volatility and lower than expected economic growth) that cause a slowdown or decline in client spending. Reduced purchases by our clients or changes in payment terms could adversely affect our revenue growth and cause a decrease in our cash flow from operations. Bankruptcies or similar events affecting clients may cause us to incur bad debt expense at levels higher than historically experienced. Further, volatility and disruption in global financial markets may also limit our ability to access the capital markets at a time when we would like, or need, to raise capital, which could have an impact on our ability to react to changing economic and business conditions. Accordingly, if global financial and economic volatility continues or worsens, our business, results of operations and financial condition could be materially and adversely affected.

We operate in intensely competitive and dynamic industries, and our ability to successfully compete and continue to grow our business depends on our ability to respond quickly to market changes, changing technologies and evolving pricing and deployment methods and to bring competitive new Solutions and Services and features to market in a timely fashion. The market for health care information systems, Solutions and Services to the health care industry is intensely competitive, dynamically evolving and subject to rapid technological advances and innovative enhancements, changing delivery and pricing models, evolving standards in computer hardware and software development and communications infrastructure, and changing and increasingly sophisticated client needs. Development of new proprietary Solutions or Services is complex, entails significant time and expense, may not be successful and often involves a long return on investment cycle. We cannot guarantee that the market for our Solutions and Services will develop as quickly as expected or at all or that we will be able to introduce new Solutions or Services on schedule or at all. Moreover, we cannot guarantee that errors will not be found in our new Solution releases before or after commercial release, which could result in Solution delivery redevelopment costs, harm to our reputation, lost sales, license terminations or renegotiations, product liability claims, diversion of resources to remedy errors and loss of, or delay in, market acceptance. We believe that we must continue to dedicate a significant amount of resources to our research and development efforts to maintain our competitive position; and oftentimes, successful investments require several years before generating significant revenue.

In addition, we expect that major software information systems companies, highly capitalized consumer technology companies, large information technology consulting service providers and system integrators, start-up companies and others operating in the health care industry may offer competitive Solutions and Services. As we continue to develop new Solutions and Services to address areas such as analytics, transaction services, device integration, revenue cycle and population health management, we expect to face new competitors, and these competitors may have more experience in these markets, better brand recognition and/or more established relationships with prospective clients. We face strong competition and often face downward price pressure, which could adversely affect our results of operations or liquidity. For example, some of our competitors may bundle products for promotional purposes or as a long-term pricing strategy, commit to large deployments at prices that are unprofitable, or provide ~~reliable financial reports.~~guarantees of prices and product implementations. These practices could, over time, significantly constrain the prices that we can charge for certain of our Solutions and Services. If we ~~cannot~~do not adapt our pricing models to reflect changes in use of our Solutions and Services or changes in client demand, our revenues could decrease.

Additionally, the pace of change in the health care information systems market is rapid and there are frequent new software solution introductions, new deployment models (such as via the cloud), software solution enhancements, device introductions, device enhancements and evolving industry standards and requirements. We provide ~~reliable~~our cloud and other offerings to clients globally via deployment models that best suit their needs, including via our cloud-based software as a services (SaaS) offering. As our business models continue to evolve, we may not be able to compete effectively, generate significant revenues or maintain the profitability of our cloud offerings. If we do not successfully execute our strategy or anticipate the needs of our clients, our reputation as a SaaS provider could be harmed and our revenues and profitability could decline. There are a limited number of hospitals and other health care providers in the U.S. market and in recent years, the health care industry has been subject to increasing consolidation. If we are unable to recognize the impact of industry consolidation, falling costs and technological advancements in a timely manner, or we are too inflexible to rapidly adjust our business models, our prospects and financial ~~reports, our operating~~ results could be ~~misstated,~~negatively affected materially.

Our success also depends on our ~~reputation~~ability to maintain and expand our business with our existing clients and effectively transition existing clients to current Solutions and Services, as well as attracting additional clients. Certain clients originally purchased one or a limited number of our Solutions and Services. These clients may choose not to expand their use of or purchase new Solutions and Services. Failure to generate additional business from our current clients could materially and adversely impact our business, financial condition and operating results.

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If we are unable to manage our growth in the new markets in which we offer Solutions and Services, our business, results of operations and financial condition could suffer. Our future financial results will depend on our ability to profitably manage our business in the new markets that we enter. Over the past several years, we have pursued growth and expansion opportunities in the areas of analytics, revenue cycle and population health. To achieve success in those areas, we will need to, among other things, recruit, train, retain and effectively manage associates, manage changing business conditions and implement and improve our technical, administrative, financial control and reporting systems for offerings in those areas. Difficulties in managing future growth in new markets could have a material adverse impact on our business, results of operations and financial condition.

Long sales cycles for our Solutions and Services could have a material adverse impact on our future results of operations. Some of our Solutions and Services have long sales cycles, ranging from several months to eighteen months or more beginning at initial contact with the client through execution of a contract. How and when to implement, replace, or expand an information system, or modify, add or outsource business processes, are major decisions for health care organizations. Many of the Solutions and Services we provide require a substantial capital investment and time commitments by the client or prospective client. Any decision by our clients or prospective clients to delay a purchasing decision could have a material adverse impact on our results of operations.

There are risks associated with our outstanding and future indebtedness. We have customary restrictive covenants in our current debt agreements, which may limit our flexibility to operate our business. These covenants include limitations on priority debt, liens, mergers, asset dispositions, and transactions with affiliates, and require us to maintain certain leverage and interest coverage ratios. Failure to comply with these covenants could result in an event of default that, if not cured or waived, could result in reduced liquidity for the Company and could have a material adverse effect on our business, results of operations and financial condition. Additionally, our ability to pay interest and repay the principal for our indebtedness is dependent upon our ability to manage our business operations, generate sufficient cash flows to service such debt and the other factors discussed in this section. There can be no assurance that we will be able to manage any of these risks successfully.

Changes in accounting standards issued by the Financial Accounting Standards Board ("FASB") or other standard-setting bodies may adversely affect our financial statements. Our financial statements are subject to the application of U.S. GAAP, which is periodically revised and/or expanded. From time to time, we are required to adopt new or revised accounting standards issued by recognized authoritative bodies, including the FASB and the SEC. It is possible that future accounting standards we are required to adopt, such as amended guidance for lease accounting, may require changes to the current accounting treatment that we apply to our consolidated financial statements and may require us to make significant changes to our processes and systems. Refer to Note (1) of the notes to consolidated financial statements relating to summary of significant accounting policies and recently issued accounting pronouncements for more information. Such changes could result in a material adverse impact on our business, results of operations and financial condition.

Risks Related to the Health Care Industry

The health care industry is subject to changing political, economic and regulatory influences, which could impact the purchasing practices and operations of our clients and increase our costs to deliver compliant Solutions and Services. The last four years have been quite active legislatively with major statutes such as the Protecting Access to Medicare Act (PAMA) of 2014 establishing requirements for “Appropriate Use Criteria” in ordering high dollar diagnostic imaging services, the Medicare and CHIP Reauthorization Act (MACRA) of 2015 which reformed how physicians are paid under Medicare and which established the Merit-based Incentive Payment System (MIPS), the 21st Century Cures Act of 2016 (Cures Act) which laid the groundwork for nationwide trusted health information exchange, established interoperability requirements for providers, payers and consumers and which set the framework for information blocking regulations, and most recently the Substance Use Disorder Prevention that Promotes Opioid Recovery and Treatment for Patients and Communities (SUPPORT) Act of 2018 that includes significant policies for addressing the opioid crisis. These statutes are heavily laden with provisions that directly call for or describe roles for the use of health information technology to help providers comply with new federal requirements under Medicare and for state Medicaid programs.

Many health care providers are consolidating to create integrated health care delivery systems with greater market power. These providers may try to use their market power to negotiate price reductions for our Solutions and Services. As the health care industry consolidates, our client base could be consolidated with fewer buyers, competition for clients could become more intense and the importance of landing new client relationships becomes greater.

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Reform of payment policies for Medicare and Medicaid continues to evolve. The Patient Protection and Affordable Care Act (the “ACA”) became law in 2010; this comprehensive health care reform legislation introduced value-based principles into federal health insurance payments systems, sought to improve health care quality, and expanded access to affordable health insurance. MACRA built upon the value-based policies introduced by the ACA. These legislative initiatives accelerated the adoption of “Alternative Payment Models” as bundled payment models based on episodes of care or per capita payment for defined populations emerged as alternatives to traditional fee for service payments to providers. Subsequent legislative, regulatory and judicial developments have created uncertainty for the continued implementation of the ACA and other health care-related legislation and, to the extent that implementation continues, the way in which they are implemented. Examples include the Medicare Shared Savings Program for Accountable Care Organizations and the Bundled Payment for Care Improvement - Advanced model program under the Innovation Center of the Center for Medicare and Medicaid Services (CMS) which focuses on episode-based payment for hospital and ambulatory services. Together with ongoing statutory and budgetary policy developments at a federal level, the collective impact of this health care reform legislation could include changes in Medicare and Medicaid payment policies and other health care delivery administrative reforms that could potentially negatively impact our business and the business of our clients. Because of that uncertainty and because of ongoing federal fiscal budgetary pressures yet to be resolved for federal health programs, we cannot predict the full effect of health care legislation on our business at this time. The direction and pace of health care reform initiatives may adversely impact either our operational results or the way we operate our business. Federal health insurance programs still routinely require adoption of certified HCIT as a program requirement or prerequisite, and we anticipate future adoption of new certification requirements. But we also anticipate possible significant impacts from information blocking provisions of the Cures Act and expanded surveillance by federal agencies of both certified HCIT and its use by our clients. CMS has also mandated updates to the electronic prescribing standards and adoption of controlled substance electronic prescribing by hospitals in response to the opioid crisis which may drive upgrades of existing HCIT investments by hospitals and physicians rather than seeking replacement. In response to this uncertainty, purchasers of HCIT may postpone investment decisions, including investments in our Solutions and Services. Future legislation and regulation may ultimately impact the fiscal stability and sustainability of HCIT purchasers. Differences in demand related to new regulatory requirements and/or near-term compliance deadlines that contribute to demand for our Solutions and Services could impact our financial results. There can be no certainty that any legislation that may be ~~harmed~~adopted will be favorable to our business. We cannot predict whether or when future health care reform initiatives at the federal or state level or other initiatives affecting our business will be proposed, enacted or implemented or what impact those initiatives may have on our business, results of operations and financial condition.

The health care industry is highly regulated, and thus, we are subject to several laws, regulations and industry initiatives, non-compliance with certain of which could materially adversely affect our operations or otherwise adversely affect our business, results of operations and financial condition. As a participant in the ~~trading price~~health care industry, our operations and relationships, and those of our ~~stock could decline. Our controls over financial processes~~clients, are regulated by several U.S. federal, state, local and ~~reporting~~foreign governmental entities. The impact of these regulations on us is both direct, to the extent that we are ourselves subject to these laws and regulations, and also indirect, in terms of government program requirements applicable to our clients for the use of HCIT and because, in a number of situations, even though we may not be directly regulated by specific health care laws and regulations, our Solutions and Services must be capable of being used by our clients in a way that complies with those laws and regulations. There is a significant and wide-ranging number of regulations both within the U.S. and abroad, such as regulations in the areas of health care fraud, information blocking, e-prescribing, claims processing and transmission, health care devices, the security and privacy of patient data and interoperability standards, that may be directly or indirectly applicable to our operations and relationships or the business practices of our clients.

Health Care Fraud is a risk. U.S. federal and state governments continue to enhance regulation of and increase their scrutiny over practices involving health care fraud, waste and abuse perpetuated by health care providers and professionals whose services are reimbursed by Medicare, Medicaid and other government health care programs. Our health care provider clients, as well as our provision of Solutions and Services to government entities, subject our business to laws and regulations on fraud and abuse which, among other things, prohibit the direct or indirect payment or receipt of any remuneration for patient referrals, or arranging for or recommending referrals or other business paid for in whole or in part by these federal or state health care programs. U.S. federal enforcement personnel have substantial funding, powers and remedies to pursue suspected or perceived fraud and abuse. The effect of this government regulation on our clients is difficult to predict. Many of the regulations applicable to our clients and that may be ~~effective,~~applicable to us, including those relating to marketing incentives offered in connection with health care device sales and information blocking, are vague or weindefinite and have not been interpreted by the courts. They may ~~identify material weaknesses~~be interpreted or ~~significant deficiencies~~applied by a prosecutorial, regulatory or judicial authority in a manner that could broaden their applicability to us or require our ~~internal controls in the future. Any failure~~clients to ~~remediate any future material weaknesses or implement required new or improved controls, or difficulties encountered~~make changes in their ~~implementation, could harm our operating results, cause~~operations or the way in which they deal with us. If such laws and regulations are determined to be applicable to us toand if we fail to ~~meet our reporting obligations or result in material misstatements in our financial statements~~comply with any applicable laws and regulations, we could be subject to civil and criminal penalties, sanctions or other ~~public disclosures. Inferior internal controls could also cause investors to lose confidence in our reported financial information,~~liability, including exclusion from government health programs, which could have a ~~negative~~material adverse effect on ~~the trading price~~our business, results of operations and financial condition. Even an unsuccessful challenge by a regulatory or prosecutorial authority of our ~~stock.~~activities could result in adverse publicity, require a costly response from us and adversely affect our business, results of operations and financial condition.

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Security and Privacy is a risk. U.S. federal, state and local and foreign laws regulate the confidentiality of personal information, how that information may be used, and the circumstances under which such information may be released. These regulations govern both the disclosure and use of confidential personal and patient medical record information and require the users of such information to implement specified security and privacy measures. U.S. regulations currently in place governing electronic health data transmissions continue to evolve and are often unclear and difficult to apply. Laws in non-U.S. jurisdictions are also evolving and may have similar or even stricter requirements related to the treatment of personal or patient information.

In the U.S., HIPAA regulations apply national standards for some types of electronic health information transactions and the data elements used in those transactions to ensure the integrity, security and confidentiality of health information and standards to protect the privacy of individually identifiable health information. Covered entities under HIPAA, which include health care organizations such as our clients, our employer clinic business and our claims processing, transmission and submission services, are required to comply with HIPAA privacy standards, transaction regulations and security regulations. Moreover, the HITECH provisions of the American Recovery and Reinvestment Act of 2009 (“ARRA”), and associated regulatory requirements, extend many of the HIPAA obligations, formerly imposed only upon covered entities, to business associates as well. As a business associate of our clients who are covered entities, we were in most instances already contractually required to comply with the HIPAA regulations as they pertain to handling of covered client data. However, the extension of these HIPAA obligations to business associates by law has created additional liability risks related to the privacy and security of individually identifiable health information.

Evolving HIPAA and HITECH-related laws and regulations in the U.S. and data privacy and security laws and regulations in non-U.S. jurisdictions could restrict the ability of our clients to obtain, use or disseminate patient information. This could adversely affect demand for our Solutions and Services if they are not re-designed in a timely manner to meet the requirements of any new interpretations or regulations that seek to protect the privacy and security of patient data or enable our clients to execute new or modified health care transactions. We may need to expend additional capital, software development and other resources to modify our Solutions and Services to address these evolving data security and privacy issues. Furthermore, our failure to maintain confidentiality of sensitive personal information in accordance with the applicable regulatory requirements could damage our reputation and expose us to claims, fines and penalties.

Interoperability Standards creates potential risk. Our clients continue to be concerned and often require that our Solutions and Services be interoperable with other third party HCIT suppliers. Market forces and governmental/regulatory authorities create software interoperability standards that may apply to our Solutions and Services. If our Solutions and Services are not consistent with those standards, we could be forced to incur substantial additional development costs to conform. The Office of the National Coordinator for Health Information Technology (ONC) is charged under the Cures Act with developing a Trusted Exchange Framework that establishes governance requirements for trusted health information exchange in the U.S. ONC has developed the U.S. Common Data Set for Interoperability which may lay the groundwork for future data exchange requirements for trusted exchange. ONC continues to modify and refine these standards. We may incur increased software development and administrative expense and delays in delivering Solutions and Services if we need to update our Solutions and Services to conform to these varying and evolving requirements. In addition, delays in interpreting these standards may result in postponement or cancellation of our clients' decisions to purchase our Solutions and Services. If our Solutions and Services are not compliant with these evolving standards, our market position and sales could be impaired, and we may have to invest significantly in changes to our Solutions and Services.

Risks Related to ~~our~~Our Common Stock; Liquidity Risks

~~Volatility of Stock Price.~~

The market prices for securities of emerging and development stage companies such as the Company have historically been highly volatile. Difficulty in raising capital as well as future announcements concerning the Company or its competitors, including the results of testing, technological innovations or new commercial products, government regulations, developments concerning proprietary rights, litigation or public concern as to safety of potential products developed by the Company or others, may have a significant adverse impact on the market price of the Company’s stock.

~~We Have No Intention to Pay Dividends on Our Common Stock.~~

For the near-term, we intend to retain any remaining future earnings, if any, to finance our operations and do not anticipate paying any cash dividends with respect to our Common Stock.

Our Common Stock is Quoted on the OTC Bulletin Board (“OTCBB”) and the OTCQB, and there is Minimal Liquidity in the Trading Market for Our Common Stock.

Our Common Stock is quoted on the OTCBB and the OTCQB under the symbol “TNTY”. There has been only minimal trading of our common stock, and no assurance can be given as to when, if ever, an active trading market will develop or, if developed, that it will be sustained. As a result, investors may be unable to sell their shares of our Common Stock.

~~Possible Adverse Effects~~

Table of ~~Authorization~~Contents

Our quarterly operating results may vary, which could adversely affect our stock price. Our quarterly operating results have varied in the past and ~~Issuance~~may continue to vary in future periods, including variations from guidance, expectations or historical results or trends. Quarterly operating results may vary for a number of ~~Preferred Stock~~reasons including demand for our Solutions and Services, the financial condition of our current and potential clients, our long sales cycle, potentially long installation and implementation cycles for larger, more complex systems, accounting policy changes and other factors described in this section and elsewhere in this report. As a result of health care industry trends and the market for our Solutions and Services, a large percentage of our revenues are generated by the sale and installation of larger, more complex and higher-priced systems. The sales process for these systems is lengthy and involves a significant technical evaluation and commitment of capital and other resources by the client. Sales may be subject to delays due to changes in clients' internal budgets, procedures for approving large capital expenditures, competing needs for other capital expenditures, additions or amendments to U.S. federal, state or local regulations, availability of personnel resources or by actions taken by competitors. Delays in the expected sale, installation or implementation of these large systems may have a significant negative impact on our anticipated quarterly revenues and consequently our earnings, since a significant percentage of our expenses are relatively fixed. Because of the complexity and value of our contracts, the loss of even a small number of clients could have a significant negative effect on our financial results.

Revenue recognized in any quarter may depend upon our or our clients' abilities to meet project milestones. Delays in meeting these milestone conditions or modification of the project plan could result in a shift of revenue recognition from one quarter to another and could have a material adverse effect on results of operations for a particular quarter.

We may also experience seasonality in revenues. For example, our revenues historically have been lower in the first quarter of the year and greater in the fourth quarter of the year, primarily as a result of clients' year-end efforts to make final capital expenditures for the then-current year. These seasonal variations may lead to fluctuations in our annual and quarterly revenues and operating results.

The ~~Company’s Board~~trading price of our common stock may be volatile. The market for our common stock may experience significant price and volume fluctuations in response to a number of factors including actual or anticipated variations in operating results, articles or rumors about our performance or Solutions and Services, announcements of technological innovations or new services or products by our competitors or us, changes in expectations of future financial performance or estimates of securities analysts, governmental regulatory action, health care reform measures, client relationship developments, economic conditions and changes occurring in the securities markets in general and other factors, many of which are beyond our control. For instance, our quarterly operating results have varied in the past and may continue to vary in future periods, due to a number of reasons including, but not limited to, demand for our Solutions and Services, the financial condition of our current and potential clients, our long sales cycle, potentially long installation and implementation cycles for larger, more complex and higher-priced systems, key management changes, accounting policy changes and other factors described herein. As a matter of policy, we do not generally comment on our stock price or rumors.

Furthermore, the stock market in general, and the markets for software, health care devices, other health care solutions and services and information technology companies in particular have experienced extreme volatility that often has been unrelated to the operating performance of particular companies. These broad market and industry fluctuations may adversely affect the trading price of our common stock, regardless of actual operating performance.

We cannot guarantee that our stock repurchase program or our quarterly dividend program will be fully implemented or that either will enhance long-term stockholder value.

Our Directors ~~is authorized~~have authority to issue ~~up to 100,000,000 shares of~~ preferred ~~stock. The~~stock and our corporate governance documents contain anti-takeover provisions. Our Board of Directors has the ~~power~~authority to ~~establish the dividend rates, liquidation preferences, voting rights, redemption and conversion terms and privileges with respect~~issue up to ~~any series of preferred stock. The issuance of any series~~10,000,000 shares of preferred stock ~~having~~and to determine the preferences, rights ~~superior to~~and privileges of those shares without any further vote or action by the shareholders. The rights of the ~~Common Stock~~holders of common stock may ~~result in a decrease in the value or market price of the Common Stock and could further~~ be ~~used~~harmed by ~~the Board as a device to prevent a change in control favorable~~rights granted to the ~~Company. Holders~~holders of any preferred stock tothat may be issued in the future ~~may have the right to receive dividends~~ and ~~certain preferences in liquidation and conversion rights. The issuance~~issuances of ~~such~~ preferred stock could ~~make the possible takeover~~be used to delay or hinder a change of control of the ~~Company~~Company.

In addition, some provisions of our Certificate of Incorporation and Bylaws could make it more difficult for a potential acquirer to acquire a majority of our outstanding voting stock or ~~the removal~~otherwise effect a change of ~~management~~control of the ~~Company more difficult,~~Company. These include provisions that provide for a classified board of directors, require advance notice of stockholder proposals at stockholder meetings, prohibit shareholders from taking action by written consent and ~~adversely affect~~restrict the ~~voting and other rights~~ability of shareholders to call special meetings. We are also subject to provisions of Delaware law that prohibit us from engaging in any business combination with any interested shareholder for a period of three years from the ~~holder~~date the person became an interested shareholder, unless certain conditions are met, which could have the effect of ~~the Common Stock,~~delaying or ~~depress the market price~~preventing a change of ~~the Common Stock.~~control.

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Disclosures Relating to Low Priced Stocks; Restrictions on Resale of ~~Low Price~~Low-Price Stocks and on Broker-Dealer Sale; Possible Adverse Effect of “Penny Stock” Rules on Liquidity for the Company’s Securities.

Since the Company has net tangible assets of less than $1,000,000, transactions in the Company’s securities are subject to Rule 15g-9 under the Exchange Act which imposes additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and “accredited investors” (generally, individuals with a net worth in excess of $1,000,000 or annual incomes exceeding $200,000 or $300,000 together with their spouses). For transactions covered by this Rule, a broker-dealer must make a special suitability determination for the purchaser and shall receive the purchaser’s written consent to the transaction prior to the sale. Consequently, this Rule may affect the ability of broker-dealers to sell the Company’s securities and may affect the ability of shareholders to sell any of the Company’s securities in the secondary market.

Risks Relating to Forward-looking Statements

Statements made in this report, the Annual Report to Shareholders of which this report is made a part, other reports and proxy statements filed with the SEC, communications to shareholders, press releases and oral statements made by representatives of the Company that are not historical in nature, or that state the Company’s or management’s intentions, hopes, beliefs, expectations, plans, goals or predictions of future events or performance, may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements can often be identified by the use of forward-looking terminology, such as “could,” “should,” “will,” “intended,” “continue,” “believe,” “may,” “expect,” “hope,” “anticipate,” “goal,” “forecast,” “plan,” “guidance,” “opportunity,” “prospects” or “estimate” or the negative of these words, variations thereof or similar expressions. Forward-looking statements are not guarantees of future performance or results. They involve risks, uncertainties and assumptions. It is important to note that any such performance and actual results, financial condition or business, could differ materially from those expressed in such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Item 1A. Risk Factors and elsewhere herein or in other reports filed with the SEC. Other unforeseen factors not identified herein could also have such an effect. Any forward-looking statements made in this report speak only as of the date of this report. Except as required by law, we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in our business, results of operations, financial condition or business over time.

Market and Industry Data

This Annual Report on Form 10-K may contain market, industry and government data and forecasts that have been obtained from publicly available information, various industry publications and other published industry sources. We have not independently verified the information and cannot make any representation as to the accuracy or completeness of such information. None of the reports and other materials of third-party sources referred to in this Annual Report on Form 10-K were prepared for use in, or in connection with, this Annual Report.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2.      PROPERTIES

We ~~have a small~~rent an office ~~that is owned by~~from one of our shareholders, and ~~who allows us~~we have agreed to pay them $1,000 per month for the use ~~it at no-charge.~~of the space and administrative support services. Eventually, we will have to rent alternative office space for our operations, but for the near term this situation is satisfactory.

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ITEM 3.      LEGAL PROCEEDINGS

~~In December 2015, we were named as Defendant in a suit from~~ National Council for Science and the Environment, Inc.
This action was filed on December 16, 2015 by the National Council for Science and the Environment, Inc. (“NCSE”) in the ~~Environment (NCSE) seeking~~state court in the District of Columbia against Trunity Holdings, Inc. (“Trunity”) and alleges claims for breach of contract. Acknowledgement of indebtedness and settlement agreement and quantum meruit arising out of an agreement entered into between NCSE and Trunity in 2014. The complaint seeks damages in the amount of $177,270, inclusive of attorney’s fees, costs and accrued interest, continuing interest in the amount of 12% per annum and attorney’s fees and costs of collection relating to ~~collect $170,000 related to~~the case. The Company, in its answer dated January 27, 2016, denied the material allegations made by NCSE, asserted a ~~services~~number of affirmative defenses and ~~consulting relationship dating back to 2009,~~filed a ~~part~~counterclaim alleging claims for fraud, negligent misrepresentation, breach of fiduciary duty, breach of contract and unjust enrichment. In its counterclaim, the ~~legacy educational business,~~Company sought actual and ~~not related to our ongoing pharmacy activities. We put forth a vigorous defense~~compensatory damages against NCSE that it believes exceed the amount sought by NCSE on its claims, pre-judgment interest, punitive damages and all costs and expenses, including ~~counterclaims.~~ attorney’s fees, incurred by the Company in bringing its claims against NCSE.
On September 23, 2016, the Company settled this obligation with an agreement to pay $48,500 to NCSE if paid by November 4, 2016, and $75,000 if paid later. The Company has not paid the ~~proceeding~~amounts as of the date of this filing and has recorded the obligation at $75,000.
Carlton Fields Jorden Burt, P.A.
This action was filed in the Circuit Court of the Seventeenth Judicial Circuit of Florida, in and for Broward County, Florida, on May 18, 2017 by a law firm that represented the Company prior to the spin-out of the educational software business in 2016 with ~~NCSE~~the intent of collection past due invoices in the aggregate amount of $241,828. A final judgement was entered on March 22, 2018, awarding Carlton Fields a judgment in the principal amount of $241,828 and pre-judgment interest in the amount of $24,421. The Company has recorded a liability in the amount of $266,429 on its balance sheet at December 31, 2017 and 2018. We have entered into a settlement agreement that allows this obligation to be settled in full if $75,000 is paid not later than March 31, 2019.
230 Commerce Way, LLC
A former landlord of the Company has filed an action in New Hampshire to collect on rent from a list that existed prior to 2013. In January 2018 this action was settled by the spin out, Trunity, Inc. for a ~~lump sum~~ cash payment of ~~$48,500~~$65,000.
Day & Associates, LLC d/b/a Nick Day Law v. True Nature Holding, Inc.
This action was filed on December 28,2017 and alleges that Day & Associates LLC is owed $4,240 in legal services provided by it to ~~be paid on or before November 4, 2016, or $75,000 if paid at~~True Nature. The case was settled in June 2018 with a ~~later date. We had legal expenses~~payment of $1,000 in ~~excess~~full settlement of ~~$100,000 associated with the lawsuit. The Company is fully indemnified for any and~~ all ~~costs by Trunity, Inc., the spin-out entity which holds the assets and operations~~disputes.
Randstad General Partner (US) LLC D/B/A Tatum
A former service provider of the ~~prior educational software business. We have made a formal demand for reimbursement for these related expenses from Trunity and intent to take all actions needed~~Company has filed an action in Georgia to collect the ~~reimbursement.~~

~~On July 6, 2016, the Company appointed Gary Meyer~~amount of $44,365 for services provided to the ~~newly created position~~Company. On October 18, 2018, the Superior Court of ~~Chief Compliance Officer. Mr Meyer was terminated as~~Fulton County, State of ~~September 23, 2016. After being terminated, Mr. Meyer threatened to take legal action~~George issued an Order & Final Judgment against the Company ~~for breach~~in the amount of $44,365 plus an ~~alleged employment agreement.~~additional $11,001 of accrued interest. The Company ~~took a reserve~~has accrued the amount of ~~$280,000~~$54,366 on its balance sheet at ~~September 30, 2016 in consideration of any potential claims that might be brought by Mr. Meyer. On~~ December 31, ~~2016, Mr. Meyer and the Company entered into a Settlement Agreement and Release under which Mr. Meyer fully releases and indemnifies the Company against any claims he might have~~2018 in ~~consideration of the issuance of 150,000 shares of restricted shares of the Company's common stock, at a recorded cost of $28,620.~~connection with this claim.

ITEM 4.      MINE SAFETY DISCLOSURES

Not Applicable.
22
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33

PART II

ITEM 5.      MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our Common Stock is quoted on the Over-the-Counter Bulletin Board (“OTCBB”) and the OTCQB under the symbol “TNTY” (which was not changed as a result of the Merger). ~~The quoted stock prices below reflects a 1 for 101 reverse stock split that was effective January 20, 2016.~~

~~The following table shows~~On March 26, 2019, the ~~high and low closing prices for the periods indicated~~

Quarter ended

High

Low
31-Mar-16

$
2.38

$
0.83
30-Jun-16

$
3.48

$
0.51
30-Sep-16

$
0.80

$
0.16
31-Dec-16

$
0.31

$
0.11

Quarter ended

High

Low
31-Mar-15

$
9.09

$
9.09
30-Jun-15

$
2.02

$
2.02
30-Sep-15

$
2.01

$
2.02
31-Dec-15

$
1.01

$
1.01

The above information was obtained from Yahoo! Finance. Because these are over the counter market quotations, these quotations reflect inter-dealer prices, without retail mark-up, markdown or commissions and may not represent actual transactions.
~~The last sale~~ price of our common stock as reported on the OTC Bulletin Board and OTCQB ~~on March 31, 2017~~ was ~~$0.54. As of April 10, 2017, there were~~$0.10 and we have approximately 526 ~~record~~ holders of ~~the Company’s~~record of our Common Stock.

Dividends

The Company has never declared or paid any cash dividends on its common stock. We have never paid cash dividends on our common stock. Under Delaware law, we may declare and pay dividends on our capital stock either out of our surplus, as defined in the relevant Delaware statutes, or if there is no such surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. If, however, the capital of our Company, computed in accordance with the relevant Delaware statutes, has been diminished by depreciation in the value of our property, or by losses, or otherwise, to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets, we are prohibited from declaring and paying out of such net profits and dividends upon any shares of our capital stock until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets shall have been repaired. The Company does not intend to declare or pay any cash dividends on its common stock in the foreseeable future. The holders of the Company’s common stock are entitled to receive only such dividends (cash or otherwise) as may be declared by the Company’s Board of Directors.

Equity Compensation Plans

For information on the Company’s equity compensation plans, see “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

Recent Sales of Unregistered Securities

~~On March 18, 2016,~~During the ~~Company issued a 12% Convertible Promissory Note (the “Convertible Note”) in the principal amount of $60,000 to the Lender. Pursuant to the terms of the Convertible Note, on the date thereof,~~year ended December 31, 2018, the Company issued the ~~Convertible Note to the Lender and, as consideration therefor, the Lender paid the Company in cash the full principal amount~~following shares of ~~the Convertible Note. Upon issuance, the lender was awarded 15,000 restricted~~ common ~~shares as an origination fee which will have piggy back registration rights. On September 19, 2016,~~stock: the Company issued ~~the lender an additional 15,000~~6,149,420 restricted ~~common~~ shares ~~at a price of $0.30 per share to extend the term~~ of the ~~loan agreement. The cost to the Company was $4,050~~Company’s common stock valued at $455,537 in ~~Interest Expense. On January 27, 2017, the Company issued the lender an additional 15,000 restricted common shares at a price of $0.14 per share to extend the term~~exchange for services conducted on behalf of the ~~loan agreement. The cost to the Company was $2,100 in Interest Expense.~~

~~During the quarter ended March 31, 2016, the Company raised gross proceeds of $60,000 through the sale of 120,000~~Company; 150,000 shares of common stock ~~to accredited investors~~valued at $14,250 in ~~private placement transactions at a price of $0.50 per share. The Company incurred $9,000 of securities issuance costs representing commissions paid to broker-dealers who assisted~~connection with ~~these transactions.~~
~~On April 29, 2016, in conjunction with a previously announced acquisition of Integrity Compounding Pharmacy (P3), the Company issued to the former shareholders of P3 340,000~~an extension on debt; 4,913,511 shares of common stock. On September 30, 2016, the acquisition of P3 was deconsolidated from the Company’s financials. As part of the deconsolidation, the Company issued 340,000 restricted common shares. The issuance wasstock valued at ~~$3.48 per share for a total value of $1,183,200. The executive of P3 was issued 125,000 restricted common shares as compensation for an employment agreement~~$453,402 in relation to the acquisition. The employment agreement was terminated and all obligations were canceled. The executive retained the shares issued as part of the separation agreement. The shares were valued at $3.48 per share and the expense to the Company was $435,000.

On September 19, 2016, the Company agreed to issue 250,000 shares each, a total of 1 million shares, of restricted common stock to four (4) advisors as consideration for services related to the discontinuation of the P3/Integrity business and its deconsolidation. The share price on the date of the agreement was $0.26 and it will record a charge of $260,000 to the Company.

~~On September 26, 2016, the Board agreed to issue 100,000 shares of restricted common stock each to three (3) new Directors. The cost to the Company was $83,970.~~

~~On September 28, 2016, the Board has approved an issuance of 500,000 shares of restricted common stock for $134,500 in services, valued at $.269 per share.~~

On September 30, 2016, the Board agreed to cancel a consulting agreement with a shareholder, and its principals and directors. The Board hereby authorizes the issuance of shares at a valuation of $.30 per share for all obligations fully owed under to these parties, to be issued as directed by the parties, including, but not limited to A) $90,000 due for formation costs and as a founder of Newco4phamacy, LLC which was an obligation as of the December 2015 acquisition of Newco, B) $120,000 due for consulting under a previously disclosed consulting agreement, C) approximately $80,000 owed for expenses incurred and monies advanced for the benefit of the Company, for a total owed at this time of $290,000. Accordingly, a new issuance of 966,666 shares was issued to the shareholder.

~~On September 30, 2016, the Board has approved the satisfaction of $103,671 under a borrowing agreement with a lender under terms that are consistent with other arrangements herein.~~

On September 28, 2016, the Board agreed to issue 100,000 shares of restricted common stock each to two individuals who were appointed to a newly created non-executive Advisory Board in consideration of their services during the next 12 months. These are considered to have been earned as of this date. The cost to the Company was $53,800.

~~On September 28, 2016 the Company approved the issuance of 30,000 shares of restricted common stock to a consultant, acting as an advisor to assist~~connection with the conversion of ~~debt in conjunction with the spin-out. The cost to the Company was $9,000.~~

~~The previous CEO, has agreed that any amounts owed under his employment contract including a previously issued warrant is cancelled including the vested warrants,~~accounts payable; and ~~instead he will receive 200,000 restricted common shares. The Company has~~1,604,431 shares valued at $156,435 for accrued ~~reimbursable expenses due to him at $7,355.~~

On December 30, 2016, the Board of Directors of the Company issued 100,000 shares of restricted common stock to a consultant, who subsequently became the CEO and CFO of the Company as compensation for his contribution during the prior 90 days. This charge to earnings for this issuance was $19,080;

On December 30, 2016, the Board of Directors issued 150,000 shares of restricted common stock in fulfillment of a Settlement Agreement with a former employee who had claimed his employment agreement had been breached upon his termination in September 2016. The charge to earnings for this issuance was $28,620;

On December 30, 2016, the Board voted to issue to the existing Board of Directors members 100,000 shares each of restricted common stock as additional compensation for services during the prior 90 days. Each of the recipients abstained from the vote on their issuance so as not to be voting on their own issuance, and did vote for the issuance to their fellow Board members. The charge to earnings for this issuance was $19,080, for each of the three (3) directors, or a total of $57,240.

~~Issuances Subsequent to December 31, 2016~~

On January 24, 2017, the Board granted to a member of Board of Directors 25,000 shares of restricted common stock as consideration for advances against certain of the Company's expenses. The Member of the Board of Directors abstained from the vote as to not be voting on his own issuance. The charge to earnings for the issuance was $2,500.

~~On January 25, 2017, the Board granted the newly appointed CEO and CFO 500,000 shares of restricted common shares as part of his employment~~ compensation. The value of these shares are subject to reverse vesting that requires him to stay with the company for three (3) years (1/3 per year) and achieve certain management objectives in order to keep all of the shares. The expense to the Company was ~~$75,000.~~

On February 7, 2017, the Board appointed one (1) additional member to the Board of Directors. The appointed member shall receive the customary 100,000 shares of restricted common stock for their service. The cost to the Company for this issuance is $11,000. The same candidate offered to buy 200,000 shares of restricted common stock at the same time. The consideration for the sale was $22,000, reflectingbased on the closing ~~price of $.11 per share on that day. The transaction has no impact on earnings as the shares were priced at the same cost as the closing~~market price on the respective date of ~~the purchase.~~

On February 14, 2017, the Board of Directors for True Nature Holding, Inc. authorized the issuance of restricted common stock to convert amounts owed to a shareholder for consulting services, cash advances and payment of invoices for the benefit of TNTY. This calculation is based on February 14, 2017 and at the market close of $0.14 per share; hereby converting the debts which are currently owed and equates to 258,657 shares, for a total cost to thegrant. The Company ~~of $36,211. This action hereby settles all outstanding past debts owed to the shareholder by TNTY up to February 14, 2017.~~

On February 14, 2017, the Board of Directors for True Nature Holding, Inc. authorized the issuance of restricted common stock to convert amounts owed to a vendor. This calculation is based on February 14, 2017 and at the market close of $0.14 per share; hereby converting $20,000 of debt in outstanding legal fees and expenses which are currently owed as of January 31, 2017, to 142,857 shares, for a total cost to the Company of $20,000.

~~On February 14, 2017, the Board authorized the issuance of restricted~~also has an additional 555,000 shares to convert the last 3 month’s salary ($4,000 per month for a total owed of $12,000) of 2016 owed to a Director serving as its Interim President. The price per share used was the closing price of $0.14 per share which equates to 85,714 shares of TNTY. This action hereby settles all outstanding past debts owed to the Director by TNTY up to February 14, 2017.

On February 14, 2017, the Board granted the newly appointed COO 500,000 shares of restricted common shares as part of his employment compensation. The shares are subject to reverse vesting that requires him to stay with the company for three (3) years (1/3 per year) and achieve certain management objectivesbe issued valued at $37,186 included in ~~order to keep all of the shares . The expense to the Company was $70,000.~~

On February 14, 2017, the Board granted a consultant, who has agreed to become an Advisor of the Company subject to certain conditions, 500,000 shares of restricted common stock. The shares are subject to reverse vesting that requires her to stay with the company for three (3) years (1/3 per year) and achieve certain management objectives in order to keep all of the shares . The expense to the Company was $70,000.

~~August 2014 Convertible Debentures (Series C)~~

As part of the restructuring all debentures issued by Trunity Holdings, Inc., to fund the former educational business were eligible to participate in a debt conversion however one debenture holder that was issued a Series C Convertible Debenture (the “Series C Debenture”) in August 2014 with an aggregate face value of $100,000 in exchange for the cancellation of Series B Convertible Debentures with a carrying value of $110,833 did not convert. The Series C Debenture accrues interest at an annual rate of 10%, matured November 2015, and is convertible into the Company’s common stock at a conversion rate of $20.20 per share. The holders of the Series C Debenture also received warrants to acquire 4,950 shares post-split of common stock for an exercise price of $20.20 per share, exercisable over five years. The former educational business allocated the face value of the Series C Debenture to the warrants and the debentures based on its relative fair values, and allocated to the warrants, which was recorded as a discount against the Series C Debenture, with an offsetting entry to additional paid-in capital. The discount was fully expensed upon execution of the new debentures as debt extinguishment costs within discontinued operations. As of December 31, 2016, the carrying value of this Series C Debenture was $110,833 and accrued interest expense of $24,420.payable.

~~November 2014 Convertible Debentures (Series D)~~

As part of the restructuring all debentures issued by Trunity Holdings, Inc., to fund the former educational business were eligible to participate in a debt conversion however one debenture holder that was issued a Series D Convertible Debenture (the “Series D Debenture”) in November 2014 with an aggregate face value of $10,000 in exchange for the cancellation of Series B Convertible Debenture with a carrying value of $11,333 that did not participate in the debt conversion restructuring. The Series D Debenture accrues interest at an annual rate of 12%, matured November 2015, and is convertible into the Company’s common stock at a conversion rate of $16.67 per share. The holders of the Series D Debenture also received warrants to acquire 495 shares post-split of common stock for an exercise price of $20.20 per share, exercisable over five years. The former educational business allocated the face value of the Series D Debenture to the warrants and the debentures based on their relative fair values, and allocated to the warrants, which was recorded as a discount against the Series D Debenture, with an offsetting entry to additional paid-in capital. The discount was fully expensed upon execution of the new debentures as debt extinguishment costs within discontinued operations. As of December 31, 2016, the carrying value of the Series D Debenture was $11,333 and accrued interest expense of $2,941.

~~All the shares~~securities issued in the transactions described above were issued in private placement transactions and were exempt from registration ~~under~~pursuant to Section ~~4(2)~~4(a)(2) of the Securities Act of 1933, as amended, as sales of securities not involving a public offering.

Purchases by Issuer ~~and Its Affiliates~~Affiliated Purchasers

None.

37

ITEM 6.      SELECTED FINANCIAL DATA

~~This Item is~~We are not required ~~for Smaller Reporting Companies.~~to provide the information required by this item because we are a smaller reporting company.

ITEM 7.      MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the financial statements and notes thereto appearing elsewhere herein.

23
Table of Contents
~~Overview~~Our business during 2018 was solidly set in the area of software and solutions in the healthcare arena, generally described as the healthcare information and technology (HCIT) market. We announced plans for a personal healthcare records (PHR) application, SimpleHIPAA, which will allow individuals to track their personal healthcare information. This type of application is intended to include information from the individual, as well as data from healthcare providers extracted from their electronic healthcare records (EHR) systems. Data from individuals might include manual input or from personal devices such as watches, activity trackers and diagnostic devices such as glucose meters or blood pressure measuring devices. Information from healthcare providers might include data gathered from regular doctor visits, specialized care, or even a simple as prescription information from a pharmacy.

Our initial implementation of “SimpleHIPAA”, and “SimpleHIPAA for Vets and Pets”, is intended to include data from pharmacy and prescribers, generated at the time a prescription is written. This information will be embedded inside the application and made available to the end user from both the healthcare provider and from the pharmacy. While providing a starting point for tracking healthcare information for the end user, it also establishes a communications method between the end user and the healthcare provider, and the pharmacy. This communications channel, often thought of as “telemedicine” can allow the end user to provide feedback to the healthcare provider, the pharmacy, or other parties of the end user’s choice.
We have established a design that allows the same product to be used for both human and pet situations, and in a simple form. Further, recognizing that controlling costs is an issue in healthcare, we are ~~a company focused on consolidation of the compounding pharmacy industry through opportunistic acquisitions, starting~~providing for advertising to be included in the ~~Southeast~~design. This should both mitigate the costs to deploy the solution for all parties, and ~~then expanding across~~also perhaps incentivize the ~~US.~~end user to stay engaged with the application long term for the coupons, points or other benefits that advertising participants might provide.
Our strategy is to gain rapid deployment by using a “top down” distribution through suppliers of healthcare materials who might provide the application to pharmacy and healthcare providers as a means of selling their products more efficiently, and with a “bottom up” approach, letting the end user download and use the application with data already embedded from their healthcare provider or pharmacy.
The initial development was begun in mid-2018, and it is currently awaiting the completion of testing at its first site, a pharmacy in south Florida with a 15-year history in both human and veterinary services. We ~~expect to rapidly scale~~have also explored the ~~business through~~development of a ~~combination of profitable acquisitions, organic growth and economies of scale. The concept is~~next generation pharmacy management system that ~~a national organization can more effectively leverage a broader product line and operational efficiencies. We also intend to compliment the non-retail compounding distribution model,~~would embrace tools for compliance with ~~retail units embedded inside existing grocery businesses and through an online “ecommerce” model.~~
~~We believe~~new regulatory requirements in the pharmacy industry and ~~especially compounding pharmacy, can easily~~expect to have a final decision on that project by mid-2019.
While this project continues, we are also evaluating other applications development businesses, generally, but not exclusively in the healthcare area. We think that new technologies such as voice recognition, virtual reality and robotics will all provide excellent vehicles to update traditional information management systems and will find quick acceptance in the healthcare field as well as other large and more traditional markets. Within the healthcare arena one of the most active areas involves software that provides “interoperability”, the interfacing of systems and data so that information may be ~~described as having multiple “flavors”.~~shared effectively. We believe ~~the markets for both people and pets~~there will be many opportunities in this application area, as older systems are ~~both underserved:~~integrated with newer, or more specialized systems.

The pet business is an area of focus. A recent research document, Research from Federal Trade Commission: Pet Medications, May 2015, (which can be found on our web site at: http://truenaturepharma.com/links/) noted the following:

According to one estimate, in 2014 veterinarians accounted for 58 percent of sales of pet medications, with brick and mortar retailers accounting for 28 percent and Internet/mail order retailers accounting for 13 percent;

~~Approximately 65 percent of U.S. household’s own pets, the most common being dogs and cats, which equates to 79.7 million homes~~

In 2014, Americans spent approximately $58 billion on their pets, including food, supplies, veterinary care, prescription and over the counter medication and other pet services and products. This figure represents tremendous growth since 2001, when comparable expenditures totaled $28.5 billion;

In 2013, retail sales of prescription and non-prescription medications for dogs and cats was estimated at $7.6 billion. U.S. retail sales of companion animal pet medications are expected to grow to $10.2 billion by 2018, reflecting a compound annual growth rate of circa 5 percent

~~U.S. manufacturer sales of companion animal pet medications have been estimated at $3.7 billion to $4 billion annually.~~

Critical Accounting Policies

We believe that the accounting policies described below are critical to understanding our business, results of operations and financial condition because they involve the use of more significant judgments and estimates in the preparation of our consolidated financial statements. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and any changes in the assumptions used in making the accounting estimates that are reasonably likely to occur could materially impact our consolidated financial statements.

Revenue Recognition

On January 1, 2018, we adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition (Topic 605). Results for reporting periods beginning after January 1, 2018 are presented under Topic 606. The impact of adopting the new revenue standard was not material to our financial statements and there was no adjustment to beginning retained earnings on January 1, 2018.

Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

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We ~~recognize revenues when all of~~determine revenue recognition through the following ~~criteria have been met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured.~~steps:

●	identification of the contract, or contracts, with a customer;
●	identification of the performance obligations in the contract;
●	determination of the transaction price;
●	allocation of the transaction price to the performance obligations in the contract; and
●	recognition of revenue when, or as, we satisfy a performance obligation.

Stock-Based Compensation

We recognize compensation costs to employees under FASB ASC Topic 718, Compensation – Stock Compensation (“ASC 718”). Under FASB ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation cost for stock options is estimated at the grant date based on each option’s fair-value as calculated by the Black-Scholes-Merton (“BSM”) option-pricing model. Share-based compensation arrangements may include stock options, restricted share plans, ~~performance based~~performance-based awards, share appreciation rights and employee share purchase plans. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.

Equity instruments issued to other than employees are recorded on the basis of the fair value of the instruments, as required by FASB ASC Topic 505, Equity Based Payments to Non-Employees. In general, the measurement date is when either a (a) performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the FASB ASC.

Common Stock Purchase Warrants

The Company accounts for common stock purchase warrants in accordance with FASB ASC Topic 815, Accounting for Derivative Instruments and Hedging Activities (“ASC 815”). As is consistent with its handling of stock compensation and embedded derivative instruments, the Company’s cost for stock warrants is estimated at the grant date based on each warrant’s fair-value as calculated by the Black-Scholes-Merton (“BSM”) option-pricing model value method for valuing the impact of the expense associated with these warrants. All warrants for the Company have been canceled at this time.

Income Taxes

As part of the process of preparing our consolidated financial statements, we must estimate our actual current tax liabilities and assess temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within the balance sheet. We must assess the likelihood that the deferred tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not likely, a valuation allowance must be established. To the extent we establish a valuation allowance or increase or decrease this allowance in a period, the impact will be included in income tax expense in the statement of operations.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed would be separately presented in the consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. The assets and liabilities of a disposal group classified as held-for-sale would be presented separately in the appropriate asset and liability sections of the consolidated balance sheet, if material.

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Business Combinations

We account for business combinations by recognizing the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair values on the acquisition date. The purchase price allocation process requires management to make significant estimates and assumptions, especially with respect to intangible assets, estimated contingent consideration payments and pre-acquisition contingencies. Examples of critical estimates in valuing certain of the intangible assets we have acquired or may acquire in the future include but are not limited to:

● future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts, and acquired developed technologies and patents

● discount rates utilized in valuation estimates

● Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results.

Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, including changes from events after the acquisition date, such as changes in our estimates of relevant revenue or other targets, will be recognized in earnings in the period of the estimated fair value change. A change in fair value of the acquisition-related contingent consideration or the occurrence of events that cause results to differ from our estimates or assumptions could have a material effect on the consolidated financial position, statements of operations or cash flows in the period of the change in the estimate.

Off-Balance Sheet Arrangements

Since our inception, except for standard operating leases, we have not engaged in any off-balance sheet arrangements, including the use of structured finance, special purpose entities or variable interest entities. We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Results of Operations

The following ~~period-to-period~~period to period comparisons of our financial results are not necessarily indicative of results for the current period orof any future period. In particular, our pharmacy operations activities will commence in the second quarter of 2017. As a result, our results of operations in the periods after commencement of our pharmacy operations will include aggregate revenue and expense amounts and the apportionment of expenses among categories, have changed and are expected to continue to change as we further develop these operations.periods. Further, as a result of our acquisitions of our ~~compounding pharmacies,~~businesses, and any additional pharmacy acquisitions or other such transactions we may pursue, we may experience large expenditures specific to the transactions that are not incident to our operations.

Years ended December 31, ~~2016~~2018 and ~~2015~~2017

There are no continuing operating sales and related cost of sales for the years ended December 31, ~~2016~~2018 and ~~2015,~~2017, as the Company is implementing its business plan to acquire and develop compounding pharmacies. We plan to report revenue during 2017 if, and when, we close certain acquisitions of our compounding pharmacies. As a result of pharmacy acquisitions or other such transactions we may pursue, we may experience large expenditures specific to these transactions.

Our total operating expenses for ~~2016~~2018 and 2017 pertaining to continuing operations were ~~$4,405,163~~$1,315,663 and $699,957, respectively. Operating expenses were comprised of expenses including compensation expense for executives and Board of ~~Director,~~Directors, and professional fees for legal, management and accounting ~~fees.~~services.

~~There is $269,367 of interest expense~~Interest incurred on outstanding debt was $66,630 and $54,088 for the ~~year~~years ended December 31, ~~2016 pertaining to continuing operations~~2018 and ~~interest incurred for outstanding debentures.~~2017, respectively.

There was a loss on ~~the~~ conversion of ~~payables into common shares for continuing operations that resulted~~liabilities in ~~expense~~the amount of ~~$206,329~~$32,860 for the twelve months ended December 31, ~~2016 resulting from liabilities that were converted into shares.~~ 2018.

~~There~~Due to the above, there was a net loss from continuing operations of ~~$4,880,859~~$1,415,153 for the twelve months ended December 31, ~~2016. In comparison~~2018 compared to ~~2015, the~~a net loss from continuing operations ~~was $65,652. There was no revenue~~of $754,045 for the ~~two fiscal years. The increase in expenses were related to the aforementioned expenses.~~ twelve months ended December 31, 2017.

Liquidity and Capital Resources

We have financed our operations through the sale of equity securities and ~~short term~~short-term borrowings. As of December 31, ~~2016,~~2018, we had a working capital deficit of ~~$1,065,999.~~$1,530,936. Our working capital deficit is attributable to the fact that the Company began implementing its business plan of acquiring pharmaceutical compounding businesses at the end of fiscal 2015. No planned revenue activity will be reported until fiscal ~~2017.~~2019.

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Net cash used in operating activities ~~from continuing operations~~ was ~~$269,508~~$246,932 for ~~2016 which primarily reflects~~2018. This is the result of our business development efforts ~~that~~ pertaining to acquiring a series of businesses which specialize in compounding pharmacy activities, ~~largely~~primarily direct to consumers, doctors and veterinary professionals.

Net cash provided by financing activities for ~~2016~~2018 was ~~approximately $241,323 which represents~~$248,236, consisting of proceeds from notes payable in the ~~cash that was received resulting from~~amount of $276,000, offset by principal payments on notes payable in the ~~sale~~amount of ~~restricted common stock to accredited investors.~~$27,764.

On December 31, 2015, the company had current assets of $45,185 and total liabilities of $564,873. The working capital deficit of $519,688. This represents liabilities that were assumed by the Company from the restructuring of the former education business. On December 31, 2016, the current assets for the Company had decreased by 95% to $1,875. Liabilities at the end of December 31, 2016 had increased by 89% to $1,067,874. This represents an increase in the working capital deficit by 105%.

Specific details related to our financing activities are as follows:

On March 18, 2016, the Company issued a 12% Convertible Promissory Note (the “Convertible Note”) in the principal amount of $60,000 to the Lender. Pursuant to the terms of the Convertible Note, on the date thereof, the Company issued the Convertible Note to the Lender and, as consideration therefor, the Lender paid the Company in cash the full principal amount of the Convertible Note. Upon issuance, the lender was awarded 15,000 restricted common shares as an origination fee which will have piggy back registration rights. On September 19, 2016, the Company issued the lender an additional 15,000 restricted common shares at a price of $0.30 per share to extend the term of the loan agreement. The cost to the Company was $4,500 in Interest Expense. On January 27, 2017, the Company issued the lender an additional 15,000 restricted common shares at a price of $0.30 per share to extend the term of the loan agreement. The cost to the Company was $2,100 in Interest Expense.

During the quarter ended March 31, 2016, the Company raised gross proceeds of $60,000 through the sale of 120,000 shares of common stock to accredited investors in private placement transactions at a price of $0.50 per share. The Company incurred $9,000 of securities issuance costs representing commissions paid to broker-dealers who assisted with these transactions

August 2014 Convertible Debentures (Series C)

As part of the restructuring all debentures issued by Trunity Holdings, Inc., to fund the former, educational business were eligible to participate in a debt ~~conversion~~conversion; however, one debenture holder that was issued a Series C Convertible Debenture (the “Series C Debenture”) in August 2014 with an aggregate face value of $100,000 in exchange for the cancellation of Series B Convertible Debentures with a carrying value of $110,833 did not ~~convert.~~convert such debenture. The Series C Debenture accrues interest at an annual rate of 10%, matured November 2015, and is convertible into our common stock at a conversion rate of $20.20 per share. The holders of the Series C Debenture also received five-year warrants to acquire up to 4,950 shares post-split of common stock for an exercise price of $20.20 per ~~share, exercisable over five years.~~share. The former educational business allocated the face value of the Series C Debenture to the warrants and the debentures based on its relative fair values, and allocated to the warrants, which was recorded as a discount against the Series C Debenture, with an offsetting entry to additional paid-in capital. The discount was fully expensed upon execution of the new debentures as debt extinguishment costs within discontinued operations. During the years ended December 31, 2018 and 2017, the Company accrued interest in the amount of $11,083 and $11,083, respectively, on the Series C Debenture. As of December 31, ~~2016,~~2018, and 2017, the carrying value of this Series C Debenture was $110,833 and accrued interest expense of ~~$24,420.~~$46,587 and $35,504, respectively. The Series C Debenture is currently in default.

November 2014 Convertible Debentures (Series D)

As part of the restructuring all debentures issued by Trunity Holdings, Inc., to fund the former, educational business were eligible to participate in a debt ~~conversion~~conversion; however, one debenture holder that was issued a Series D Convertible Debenture (the “Series D Debenture”) in November 2014 with an aggregate face value of $10,000 in exchange for the cancellation of Series B Convertible Debenture with a carrying value of $11,333 ~~that~~ did not participate in the debt conversion restructuring. The Series D Debenture accrues interest at an annual rate of 12%, matured November 2015, and is convertible into our common stock at a conversion rate of $16.67 per share. The holders of the Series D Debenture also received five-year warrants to acquire up to 495 shares ~~post-split~~ of common stock for an exercise price of $20.20 per share ~~exercisable over five years.~~on a post-split basis. The former educational business allocated the face value of the Series D Debenture to the warrants and the debentures based on their relative fair values, and allocated to the warrants, which was recorded as a discount against the Series D Debenture, with an offsetting entry to additional paid-in capital. The discount was fully expensed upon execution of the new debentures as debt extinguishment costs within discontinued operations. During the years ended December 31, 2018 and 2017, the Company accrued interest in the amount of $1,360 and $1,360, respectively, on the Series C Debenture. As of December 31, ~~2016,~~2018, and 2017, the carrying value of the Series D Debenture was $11,333 and accrued interest expense of ~~$2,941.~~$5,661 and $4,301, respectively. The Series D Debenture is currently in default.

~~Deconsolidation of Acquisition~~March 2016 Convertible Note

On ~~April 29,~~March 18, 2016, ~~subject~~the Company issued a 12% Convertible Promissory Note (the “Convertible Note A”) in the principal amount of $60,000 and a due date of September 16, 2016 to ~~approval~~a lender. Pursuant to the terms of Convertible Note A, the Company is obligated to pay monthly installments of not less than $1,000 the first of each month commencing the month following the execution of this note until its full maturity on September 16, 2016 at which time the Company is obligated to repay the full principal amount of the Convertible Note. Convertible Note A is convertible by the ~~Georgia Board~~holder at any time into shares of ~~Pharmacy,~~the Company’s common stock at an effective conversion price of $1.00 and throughout the duration of the Convertible Note A the holder has the right to participate in any and other financing the Company ~~entered into definitive documents~~may engage in with the same terms and option as all other investors. The Company allocated the face value of Convertible Note A to ~~acquire~~the shares and the note based on relative fair values, and the amount allocated to the shares of $16,364 was recorded as a discount against the note, with an offsetting entry to additional paid-in capital. The discount was amortized to interest expense during the year ended December 31, 2016. During the year ended December 31, 2017, the Company issued an aggregate 65,000 shares of common stock with a value of $10,773 to the note holder for an extension of the term of the note and accrued interest; during the year ended December 31, 2018, the Company issued 150,000 shares of common stock to the note holder for an extension of the term of the note and accrued interest. During the years ended December 31, 2018 and 2017, the Company accrued interest expense in the amount of $7,200 and $7,200, respectively, on the Convertible Note A. At December 31, 2018, accrued interest on Convertible Note A was $1,479 and $10,860, respectively.

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Short term loan

As a result of the acquisition of P3 Compounding of Georgia, LLC (“P3”)~~. P3 received Georgia Board~~ the Company had a short-term convertible note with a loan agency in the principal amount of ~~Pharmacy approval~~$52,000 for the ~~transaction~~purchase of future sales and credit card receivables of P3. Under the terms of the receivable purchase agreement, the Company purchased an advance of $50,000 plus $2,000 for origination costs with a 10.5% daily interest rate to be repaid over 160 days at a repayment amount of $451.75 per day. Upon maturity, the total repayment amount will be $72,280. As of December 31, 2018, and 2017 the carrying value of this short-term loan was $74,104. No interest expense was charged on this loan during the twelve months ended December 31, 2018 or 2017. At December 31, 2018 and 2017, there was no accrued interest on this loan. This loan is currently in default.

July 2017 Note

On July 10, 2017, the Company negotiated the reclassification of $75,000 in accounts payable to a related party to a loan payable (the “July 2017 Note”). The July 2017 Note is due no later than 90 days after the receipt of a minimum of $1,000,000 of funding. The July 2017 Note bears no interest; however, if it is not paid by the due date, interest will accrue at the ~~end~~rate of ~~June 2016~~12% per year. During the years ended December 31, 2018 and the transaction closed effective June 30, 2016. We determined after 90 days of operation that its financial needs did not meet the Company’s objectives, and it was unlikely to be able to contribute to the financial success of2017, the Company recorded imputed interest expense to a related party in the ~~near term.~~ amount of $9,000 and $9,000 on the July 2017 Note; these amounts were charged to additional paid-in capital,

July 2018 RU Promissory Note

On ~~September 30, 2016, we~~July 26, 2018, the Company entered into an agreement with ~~the former owners~~Resources Unlimited NW LLC (“RU”) pursuant to ~~deconsolidate the operations.~~

~~The fair value of the consideration paid pertaining~~which RU provides business development services to the ~~deconsolidation~~Company for a period of ~~P3 was $1,618,200. 340,000~~six months. As compensation for these services, the Company issued RU 250,000 shares of common stock with a fair value of ~~$1,183,200 based~~$20,000 and a six month note payable in the amount of $30,000 (the “RU Note”). The RU Note bears interest at the rate of 12% per year; principal and interest are due on January 26, 2019. During the year ended December 31, 2018, the Company accrued interest in the amount of $1,568 on the ~~closing~~RU Note.

Power Up Note 1

On July 5, 2018, the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd. (“Power Up”) pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 1”) in the aggregate principal amount of $38,000. The Power Up Note entitles the holder to 12% interest per annum and matures on April 15, 2019. Under the Power Up Note 1, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 1 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 1, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 1 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Power Up Note 1 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 1, then such redemption premium is 115%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 120%; and if such prepayment is made from the 91st to the 180th day after issuance, then such redemption premium is 125%. After the 180th day following the issuance of the Power Up Note 1, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 1; $923 was amortized to interest expense during the year ended December 31, 2018. During the year ended December 31, 2018, the Company paid principal and accrued interest in the amount of $27,764 and $2,236, respectively, on the Power Up Note 1. The Company accrued interest in the amount of $2,236 on the Power Up Note 1 during the year ended December 31, 2018.

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Power Up Note 2

On August 10, 2018, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 2”) in the aggregate principal amount of $33,000. The Power Up Note 2 entitles the holder to 12% interest per annum and matures on May 14, 2019. Under the Power Up Note 2, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 2 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 2, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 2 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Power Up Note 2 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 2, then such redemption premium is 115%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 120%; and if such prepayment is made from the 91st to the 180th day after issuance, then such redemption premium is 125%. After the 180th day following the issuance of the Power Up Note, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 2; $939 was amortized to interest expense during the year ended December 31, 2018. The Company accrued interest in the amount of $1,562 on the Power Up Note 2 during the year ended December 31, 2018.

Power Up Note 3

On September 18, 2018, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 3”) in the aggregate principal amount of $38,000. The Power Up Note 3 entitles the holder to 12% interest per annum and matures on June 30, 2019. Under the Power Up Note 3, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 3 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 3, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 3 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Power Up Note 3 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 3, then such redemption premium is 115%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 120%; and if such prepayment is made from the 91st to the 180th day after issuance, then such redemption premium is 125%. After the 180th day following the issuance of the Power Up Note 3, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 3; $968 was amortized to interest expense during the year ended December 31, 2018. The Company accrued interest in the amount of $1,299 on Power Up Note 3 during the year ended December 31, 2018.

Power Up Note 4

On November 9, 2018, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 4”) in the aggregate principal amount of $33,000. The Power Up Note 4 entitles the holder to 12% interest per annum and matures on August 31, 2019. Under the Power Up Note 4, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 4 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 4, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 4 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Power Up Note 4 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 4, then such redemption premium is 115%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 120%; and if such prepayment is made from the 91st to the 180th day after issuance, then such redemption premium is 125%. After the 180th day following the issuance of the Power Up Note 4, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 4; $531 was amortized to interest expense during the year ended December 31, 2018. The Company accrued interest in the amount of $564 on Power Up Note 4 during the year ended December 31, 2018.

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Auctus Note

On November 26, 2018, the Company entered into a Securities Purchase Agreement with Auctus Fund, LLC (“Auctus”) pursuant to which Auctus agreed to purchase a convertible promissory note (the “Auctus Note”) in the principal amount of $125,000. The Auctus Note entitles the holder to 12% interest per annum and matures on August 26, 2019. Under the Auctus Note, Auctus may convert all or a portion of the outstanding principal of the Auctus Note into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Auctus Note, at a price equal to 55% of the lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Auctus may not convert the Auctus Note to the extent that such conversion would result in beneficial ownership by Auctus and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Auctus Note within 90 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 135%; if such prepayment is made between the 91st day and the 180th day after the issuance of the Auctus Note, then such redemption premium is 150%. After the 180th day following the issuance of the Auctus Note, there shall be no further right of prepayment. In connection with the Auctus Note, the Company issued five year warrants to purchase 625,000 shares of the Company’s common stock at a price of $0.10 per share. The Company valued these warrants at $33,716, and recorded this amount as a discount to the ~~True Nature’s~~Auctus Note and a credit to additional paid-in capital; $4,323 of this amount was amortized to interest expense during the year ended December 31, 2018. The Company also recorded an original issue discount in the amount of $13,500 in connection with the Auctus Note; $1,731 was amortized to interest expense during the year ended December 31, 2018. The Company accrued interest in the amount of $1,500 on the Auctus Note during the year ended December 31, 2018.

Crown Bridge Note 1

On December 19, 2018, the Company entered into a Securities Purchase Agreement with Crown Bridge Partners, LLC (“Crown Bridge”) pursuant to which Crown Bridge agreed to purchase a convertible promissory note (the “Crown Bridge Note 1”) in the principal amount of $40,000. The Crown Bridge Note 1 entitles the holder to 12% interest per annum and matures on September 19, 2019. Under the Crown Bridge Note 1, Crown Bridge may convert all or a portion of the outstanding principal of the Crown Bridge Note 1 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Crown Bridge Note 1, at a price equal to 55% of the lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Crown Bridge may not convert the Crown Bridge Note 1 to the extent that such conversion would result in beneficial ownership by Crown Bridge and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Crown Bridge Note 1 within 90 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 135%; if such prepayment is made between the 91st day and the 180th day after the issuance of the Crown Bridge Note 1, then such redemption premium is 150%. After the 180th day following the issuance of the Crown Bridge Note 1, there shall be no further right of prepayment. In connection with the Crown Bridge Note 1, the Company issued five year warrants to purchase 400,000 shares of the Company’s common stock at a price of $0.10 per share. The Company valued these warrants at $34,500, and recorded this amount as a discount to the Crown Bridge Note 1 and a credit to additional paid-in capital; $1,511 of this amount was amortized to interest expense during the year ended December 31, 2018. The Company also recorded an original issue discount in the amount of $5,500 in connection with the Crown Bridge Note 1; $241 was amortized to interest expense during the year ended December 31, 2018. The Company accrued interest in the amount of $160 on ~~April 29, 2016. This~~the Crown Bridge Note 1 during the year ended December 31, 2018.

Note Payable For Services

On December 31, 2018, the Company entered into a note ~~was cancelled as part~~payable agreement with an investor for consulting services performed on behalf of the transaction. In addition, Mr. Casey Gaetano, a former owner of P3, received an employment contract with True Nature for 3 years as VP of Corporate Development, at an annual salary of $125,000, plus normal benefits commensurate with other executivesCompany in the amount of $65,000 (the “Consulting Services Note”). The Consulting Services Note matures on February 1, 2020, and bears interest at the rate of 12% per annum. The Company recorded $21 in interest on the Consulting Services Note during the year ended December 31, 2018.

Note Payable For Payments Made

On December 31, 2018, the Company entered into a note payable agreement with an investor for payments of ~~equal stature. He also received~~trade accounts payable made by the investor on ~~April 29, 2016, 125,000~~behalf of the Company in the amount of $58,000 (the “Trade Payables Note”). The Trade Payables Note matures on February 1, 2020, and bears interest at the rate of 12% per annum. The Company recorded $19 in interest on the Trade Payables Note during the year ended December 31, 2018.

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Power Up Note 5

On January 2, 2019, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 5”) in the aggregate principal amount of $53,000. The Power Up Note 5 entitles the holder to 12% interest per annum and matures on October 30, 2019. Under the Power Up Note 5, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 5 into shares of ~~restricted~~Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 5, at a ~~value~~price equal to 61% of ~~$3.48 per share~~the average of the lowest two trading prices during the 20 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 3 to the extent that such conversion would result in ~~exchange for becoming~~beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s VPissued and outstanding Common Stock. If the Company prepays the Power Up Note 5 within 30 days of ~~Corporate Development. No cash consideration was paid under this agreement, and it was fully cancelled without further obligation as a part~~its issuance, the Company must pay all of the ~~spin-out transaction. The shares were valued~~principal at ~~$435,000~~a cash redemption premium of 115%; if such prepayment is made between the 31st day and ~~will remain~~ the ~~property~~60th day after the issuance of ~~Mr. Gaetano.~~

As the ~~company never attained full control of P3, the business was deconsolidated~~Power Up Note 5, then such redemption premium is 120%; if such prepayment is made from the ~~company’s financials as~~61st day after issuance to the 90th day after issuance, then such redemption premium is 125%; if such prepayment is made from the 91st after the issuance to the 120th day after issuance, then such redemption premium is 130%; if such prepayment is made from the 121^st day after issuance to the 150^th day after issuance, then such redemption premium is 135%; if such prepayment is made from the 151^st day after issuance to the 180^th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of ~~September~~the Power Up Note 5, there shall be no further right of prepayment.

Power Up Note 6

On February 11, 2019, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 6”) in the aggregate principal amount of $48,000. The Power Up Note 6 entitles the holder to 12% interest per annum and matures on November 30, ~~2016.~~2019. Under the Power Up Note 6, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 6 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 6, at a price equal to 61% of the average of the lowest two trading prices during the 20 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 6 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Power Up Note 6 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 6, then such redemption premium is 120%; if such prepayment is made from the 61st day after issuance to the 90th day after issuance, then such redemption premium is 125%; if such prepayment is made from the 91st after the issuance to the 120th day after issuance, then such redemption premium is 130%; if such prepayment is made from the 121^st day after issuance to the 150^th day after issuance, then such redemption premium is 135%; if such prepayment is made from the 151^st day after issuance to the 180^th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Power Up Note 6, there shall be no further right of prepayment.

Crown Bridge Note 2

On March 4, 2019, the Company entered into a Securities Purchase Agreement with Crown Bridge pursuant to which Crown Bridge agreed to purchase a convertible promissory note (the “Crown Bridge Note 2”) in the principal amount of $40,000. The Crown Bridge Note 1 entitles the holder to 12% interest per annum and matures on December 4, 2019. Under the Crown Bridge Note 2, Crown Bridge may convert all or a portion of the outstanding principal of the Crown Bridge Note 2 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Crown Bridge Note 2, at a price equal to 55% of the lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Crown Bridge may not convert the Crown Bridge Note 2 to the extent that such conversion would result in beneficial ownership by Crown Bridge and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Crown Bridge Note 2 within 90 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 135%; if such prepayment is made between the 91st day and the 180th day after the issuance of the Crown Bridge Note 2, then such redemption premium is 150%. After the 180th day following the issuance of the Crown Bridge Note 2, there shall be no further right of prepayment. In connection with the Crown Bridge Note 2, the Company issued five year warrants to purchase 400,000 shares of the Company’s common stock at a price of $0.10 per share. The Company also recorded an original issue discount in the amount of $4,000 in connection with the Crown Bridge Note 2.

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Plan of Operations

We are ~~entering the Compounding Pharmacy Industry via~~actively developing our current SimpleHIPAA and SimpleHIPAA for Vets and Pets products and awaiting completion of testing before beginning a ~~roll-up~~targeted marketing plan. We are also in discussions to acquire a number of existing ~~compounding pharmacies consolidating fragmented market. The key elements~~software and systems businesses, generally aimed at heath care information technology (HCIT). Our staff now includes executives with relationships and a history of ~~our strategy include:~~

For the

For the

Year Ended

Year Ended

December 31,

December 31,

2018

2017

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss
$ (1,415,153
)
$ (754,045
)
Adjustments to reconcile net loss to net cash used in operating activities:

Gain on conversion of liabilities

Shares issued for extension of note payable
10,773
Imputed interest
9,000 4,500
Amortization of discount on notes payable
13,449 -
Stock based compensation
455,537 261,534
Loss on conversion of payables to stock
29,023 -
Changes in assets and liabilities:

Prepaid expenses
27,500 1,875
Accounts payable
452,487 286,113
Accrued liabilities
125,627 63,406
Due to related parties
45,882 59,200
Accrued interest
9,716 19,644

Net cash provided by (used in) operating activities
(246,932
)
(47,000
)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from notes payable, net of payments to vendors
276,000 -
Principal payments on notes payable
(27,764
)
-
Sale of common stock, net of issuance costs
- 47,000

Net cash provided by financing activities
248,236 47,000

Net increase (decrease) in cash and cash equivalents
1,304 -

Cash and cash equivalents at beginning of period
- -

Cash and cash equivalents at end of period
$ 1,304 $ -

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Interest paid
$ 2,236 $ -
Income taxes paid
$ - $ -

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Common stock issued for satisfaction of payables
$ 424,377 $ 108,986
Common stock issued for accrued compensation
$ 156,436 $ -
Related party payable converted into note payable – related party
$ 123,000 $ 75,000
Debt discounts due to issuance of warrants
$ 74,095 $ -
Consulting fees prepaid with note payable
$ 30,000 $ -
Par value of shares returned for cancellation
$ - $ 21,500

The accompanying notes are an integral part of the Consolidated Financial Statements.

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Non-cash Investing and Financing Transactions:

Beneficial conversion feature

$
            67,062

$
                      -
Conversion of debt to common stock

$
          103,671

$
                      -
Exchange of Trunity Holdings, Inc. preferred stock for True Nature Holding, Inc. common stock

$
                     -

$
100,000
Common stock issued upon conversion of debenture prior to spin-out

$
                     -

$
142,514
Discount related to issuance of debt with warrants and allocated fair value to beneficial conversion feature prior to spin-out

$
                     -

$
274,122
Stock compensation expense- discontinued operations

$
                     -

$
151,708
Gain on extinguishment of debt – discontinued operations

$
                     -

$
(1,867,428)
Foreign currency translation gain – discontinued operations

$
                     -

$
24,815
Common stock issued for conversion of debt- discontinued operations

$
                     -

$
7,421
Common stock issued for conversion of payables

$
          390,000

$
1,893
Common stock issued to spin-out company, Trunity, Inc.

$
                     -

$
2,033
Shares issued and adjustments related to reverse split

$
                     -

$
60
Spin out adjustment

$
                     -

$
16,269,926
Trunity Holdings, Inc. liabilities assumed by True Nature Holding, Inc.

$
                     -

$
441,511
Discount cost related to issuance of debentures, warrants and convertible notes

$
          138,750

$
                      -

Notes To Consolidated Financial Statements

December 31, ~~2016~~2018

Note 1 – Organization, Basis of Presentation and Nature of Operations

True Nature Holding, Inc. (the “Company” or “True Nature”), previously known as Trunity Holdings, Inc., became a publicly-traded company through a reverse merger with Brain Tree International, Inc., a Utah corporation (“BTI”). BTI was incorporated on July 26, 1983 to specialize in the development of high technology products or applications including, but not limited to, electronics, computerized technology, new technological product fields, and precious metals. Trunity Holdings, Inc. was the parent company of the prior educational business, named Trunity, Inc., which was formed on July 28, 2009 through the acquisition of certain intellectual property by its three founders.

True Nature Holding, Inc. is a ~~Corporation~~corporation organized under the ~~Laws~~laws of the state of Delaware with principal offices located in Atlanta, Georgia. On January 16, 2016, the Company ~~changed the equity structure that included~~effected a reverse split of 1 for 101, such that all holders of 101 shares of common stock issued and outstanding prior to the effective date of the reverse split would ~~then have~~own 1 share ~~and modified~~of common stock upon the effect date of the reverse split. In addition, the Company amended its Articles of Incorporation ~~such that the Company now has~~(i) to increase its authorized capital stock to 510,000,000 shares which consists of 500,000,000 shares of common stock, ~~authorized~~par value $0.01 per share, and ~~100,000,000~~10,000,000 shares of preferred stock, ~~authorized,~~par value $0.01 per share and ~~e) a~~(ii) to change ~~in the~~its name offrom Trunity Holdings, Inc. to True Nature Holding, Inc. (there was no change in the stock symbol “TNTY”).

The accompanying consolidated financial statements include the accounts of True Nature Holding, Inc. as December 31, ~~2016.~~2018 and 2017.

Note 2 – Summary of Significant Accounting Policies

Basis of Accounting – The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Use of Estimates -The preparation of these financial statements requires our management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and related notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment.

~~Comprehensive Loss –~~Comprehensive income (loss) as defined includes all changes in equity during a period from non-owner sources. Items included in the Company’s comprehensive loss consist of unrealized gains (losses) on securities.
Cash -All highly liquid investments with a maturity date of three months or less at the date of purchase are considered to be cash equivalents.

Revenue ~~Recognition-~~Recognition – On January 1, 2018, we adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition (Topic 605). Results for reporting periods beginning after January 1, 2018 are presented under Topic 606. The ~~restructured entity~~impact of ~~True Nature Holding, Inc. which~~adopting the new revenue standard was not material to our financial statements and there was no adjustment to beginning retained earnings on January 1, 2018.
Under Topic 606, revenue is ~~focused on acquiring a series of businesses which specialize in compounding pharmacy activities, has~~ recognized ~~no revenues through December 31, 2016. In fiscal 2017, the Company will recognize revenues~~ when ~~all~~control of the ~~following criteria have been met: (1) persuasive evidence of~~promised goods or services is transferred to our customers, in an ~~arrangement exists; (2) delivery has occurred; (3)~~amount that reflects the ~~selling price is fixed and determinable; and (4) collectability is reasonably assured.~~consideration we expect to be entitled to in exchange for those goods or services.

We determine revenue recognition through the following steps:
●
identification of the contract, or contracts, with a customer;
●
identification of the performance obligations in the contract;
●
determination of the transaction price;
●
allocation of the transaction price to the performance obligations in the contract; and
●
recognition of revenue when, or as, we satisfy a performance obligation.
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Stock-Based Compensation-– We recognize the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation cost for stock options is estimated at the grant date based on each option’s fair-value as calculated by the Black-Scholes-Merton (“BSM”) option-pricing model. Share-based compensation arrangements may include stock options, restricted share plans, ~~performance based~~performance-based awards, share appreciation rights and employee share purchase plans. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.

Equity instruments issued to other than employees are recorded on the basis of the fair value of the instruments. In general, the measurement date is when either a (a) performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant.

Convertible Instruments~~-The~~– The Company reviews the terms of convertible debt and equity instruments to determine whether there are conversion features or embedded derivative instruments including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. In circumstances where the convertible instrument contains more than one embedded derivative instrument, including conversion options that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single compound instrument. Also, in connection with the sale of convertible debt and equity instruments, the Company may issue free standing warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. When convertible debt or equity instruments contain embedded derivative instruments that are to be bifurcated and accounted for separately, the total proceeds allocated to the convertible host instruments are first allocated to the fair value of the bifurcated derivative instrument. The remaining proceeds, if any, are then allocated to the convertible instruments themselves, usually resulting in those instruments being recorded at a discount from their face amount. When the Company issues debt securities, which bear interest at rates that are lower than market rates, the Company recognizes a discount, which is offset against the carrying value of the debt. Such discount from the face value of the debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to income. In addition, certain conversion features are recognized as beneficial conversion features to the extent the conversion price as defined in the convertible note is less than the closing stock price on the issuance of the convertible notes.

Common Stock Purchase ~~Warrants-~~Warrants – The Company accounts for common stock purchase warrants in accordance with FASB ASC Topic 815, Accounting for Derivative Instruments and Hedging Activities (“ASC 815”). As is consistent with its handling of stock compensation and embedded derivative instruments, the Company’s cost for stock warrants is estimated at the grant date based on each warrant’s fair-value as calculated by the Black-Scholes-Merton (“BSM”) option-pricing model value method for valuing the impact of the expense associated with these warrants.

~~Stockholders’ Equity-~~Stockholders’ Equity – Shares of common stock issued for other than cash have been assigned amounts equivalent to the fair value of the service or assets received in exchange. Common stock share and per share amounts in these financial statements have been adjusted for the effects of a 1 for 101 reverse stock split that occurred in January 2016.

Per Share ~~Data-~~Data – Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the year. Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to warrants, options and convertible instruments.

The Company has excluded all common equivalent shares outstanding for warrants, options and convertible instruments to purchase common stock from the calculation of diluted net loss per share because all such securities are antidilutive for the periods presented. As of December 31, ~~2016,~~2018, and 2017, the Company had ~~no outstanding~~1,167,653 and 142,653 warrants ~~or options.~~outstanding. As of December 31, 2018 and 2017, the Company had 67,879 options outstanding.

Income ~~Taxes-~~Taxes – The Company accounts for income taxes under the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than possible enactments of changes in the tax laws or rates.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has determined that a valuation allowance is needed due to recent taxable net operating losses, the sale of profitable divisions and the limited taxable income in the carry back periods. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and certain tax loss carryforwards, less any valuation allowance.
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The Company accounts for uncertain tax positions as required in that a position taken or expected to be taken in a tax return is recognized in the consolidated financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. The Company does not have any material unrecognized tax benefits. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as components of interest expense and other expense, respectively, in arriving at pretax income or loss. The Company does not have any interest and penalties accrued. The Company is generally no longer subject to U.S. federal, state, and local income tax examinations for the years before 2012.

Business ~~Combinations-~~Combinations – The Company accounts for business combinations by recognizing the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair values on the acquisition date. The purchase price allocation process requires management to make significant estimates and assumptions, especially with respect to intangible assets, estimated contingent consideration payments and pre-acquisition contingencies. Examples of critical estimates in valuing certain of the intangible assets we have acquired or may acquire in the future include but are not limited to:

●
future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts, and acquired developed technologies and patents; and
●
discount rates utilized in valuation estimates.

Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, including changes from events after the acquisition date, such as changes in our estimates of relevant revenue or other targets, will be recognized in earnings in the period of the estimated fair value change. A change in fair value of the acquisition-related contingent consideration or the occurrence of events that cause results to differ from our estimates or assumptions could have a material effect on the consolidated financial position, statements of operations or cash flows in the period of the change in the estimate.

Impairment of ~~Long-Lived Assets-~~Long – Lived Assets - Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed would be separately presented in the consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. The assets and liabilities of a disposal group classified as held-for-sale would be presented separately in the appropriate asset and liability sections of the consolidated balance sheet, if material. No impairment losses have been realized for the periods presented.

Financial Instruments and Fair ~~Values-~~Values – ~~the~~The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Fair value estimates are made at a specific point in time, based upon relevant market information about the financial instrument. In determining fair value, we use various valuation methodologies and prioritize the use of observable inputs. We assess the inputs used to measure fair value using a three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market:

Level 1 – inputs include exchange quoted prices for identical instruments and are the most observable.

Level 2 – inputs include brokered and/or quoted prices for similar assets and observable inputs such as interest rates.

Level 3 – inputs include data not observable in the market and reflect management judgment about the assumptions market participants would use in pricing the asset or liability.

The use of observable and unobservable inputs and their significant in measuring fair value are reflected in our hierarchy assessment. The carrying amount of cash, prepaid assets, accounts payable and accrued liabilities approximates fair value due to the short-term maturities of these instruments. Because cash and cash equivalents are readily liquidated, management classifies these values as Level 1. The fair value of the debentures approximate their book value as the instruments are short-term in nature and contain market rates of interest. Because there is no ready market or observable transactions, management classifies the debentures as Level 3.

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Recently Issued Accounting ~~Standards-~~Standards In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which relates to the financial statement presentation of debt issuance costs. This guidance requires debt issuance costs to be presented in the balance sheet as a reduction of the related debt liability rather than an asset. The guidance is effective for annual and interim periods beginning after December 15, 2015 and early adoption is permitted and will only result in a change in presentation of the costs on the balance sheet.

In ~~November 2015,~~August 2016, the ~~FASB~~Financial Accounting Standards Board (the “FASB”) issued ASU ~~2015-17, Balance Sheet Classification~~2016-15, Statement of ~~Deferred Taxes.~~Cash Flows (Topic 230). The ~~guidance requires that all deferred tax assets~~update addresses eight specific cash flow issues and ~~liabilities, along with any related valuation allowance,~~is intended to reduce diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This update will be ~~classified as noncurrent on the balance sheet. The guidance becomes~~ effective for ~~annual~~ reporting periods beginning after December 15, ~~2016 with early~~2017, including interim periods within the reporting period. Early adoption is permitted. The ~~adoption~~Company is currently evaluating the potential impact of ~~this guidance will only result~~the update on our financial statements.
In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, current U.S. GAAP requires the performance of procedures to determine the fair value at the impairment testing date of assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a ~~change~~business combination. Instead, the amendments under this ASU require the goodwill impairment test to be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The ASU becomes effective for us on January 1, 2020. The amendments in this ASU will be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed.
In May 2017, the FASB issued ASU No. 2017-09, Stock Compensation - Scope of Modification Accounting, which provides guidance on which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The ASU requires that an entity account for the effects of a modification unless the fair value (or calculated value or intrinsic value, if used), vesting conditions and classification (as equity or liability) of the modified award are all the same as for the original award immediately before the modification. The ASU becomes effective for us on January 1, 2018 and will be applied prospectively to an award modified on or after the adoption date. Early adoption is permitted, including adoption in any interim period. The Company is currently assessing the impact that this standard will have on any awards that are modified once this standard is adopted.
There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows.
Note 3 – Related Party Transactions
For the Year Ended December 31, 2017:
During the year ended December 31, 2017, the Company raised gross proceeds of $47,000 through the sale of 250,000 restricted shares of common stock to a new member of the Board of Directors at a price of $0.157 per share.
During the year ended December 31, 2017, the Company issued 1,533,571 restricted shares of the Company’s common stock valued at $179,024 in exchange for services conducted on behalf of the Company by related parties. The Company also has accrued liabilities to related parties in the ~~presentation~~amount of ~~deferred taxes~~$147,894 representing accrued compensation, $91,066 due to related parties for services provided and a note payable to a related party in the amount of $75,000. Interest expense in the amount of $4,500 was imputed on this note payable during the ~~balance sheet.~~year ended December 31, 2017 (see Note 5).

~~Note 3 – Newco4pharmacy Transaction~~For the Year Ended December 31, 2018:

On ~~December 9, 2015, Trunity Holdings, Inc. acquired 100%~~January 29, 2018, the Company converted outstanding accounts payable due to an investor in the amount of ~~the membership interests of Newco4pharmacy, LLC. The consideration paid was the issuance of a newly created Series X Preferred stock which was exchanged on December 31, 2015 for 10,000,000~~$54,815 into 527,064 restricted shares of the Company’s common stock. The ~~$106,900 fair~~cost to the Company for this issuance is $54,815, based on the closing price on the date of issuance. As the conversion amount equals the share value, no gain or loss was recorded.
On January 29, 2018, the Company converted accrued officer compensation in the amount of $93,333 into 897,432 restricted shares of the ~~preferred stock issued and~~Company’s common ~~stock exchanged approximated the fair value of the assets acquired from Newco4pharmacy, LLC which consisted of cash. Acquisition costs were nominal pertaining~~stock. The cost to the ~~transaction.~~

~~On December 31, 2015,~~Company for this issuance is $93,333, based on the ~~Company completed~~closing price on the ~~restructuring and spin-out~~date of software educational business, resulting in True Nature Holding, Inc. becoming purely focused on acquiring a series of businesses which specialize in compounding pharmacy activities, largely direct to consumers, doctors and veterinary professionals. The results ofissuance. As the ~~operations associated with~~conversion amount equals the ~~Spin-Out company and Trunity Holdings, Inc., qualifies as discontinued operations.~~share value, no gain or loss was recorded.

~~The results of operations associated with discontinued operations were as follows:~~
~~For the Year ending~~
~~December 31,~~
~~2015~~
~~Net Sales~~
$
~~464,786~~
~~Cost of sales~~
~~220,228~~
~~Gross Profit~~
~~244,558~~
~~Operating Expenses:~~
~~Research and development~~
~~734,985~~
~~Selling, general and administrative~~
~~938,799~~
~~Total operating expenses~~
~~1,673,784~~
~~Operating Loss from Discontinued Operations~~
~~(1,429,226)~~
~~Other Expense:~~
~~Interest expense, net~~
~~(775,564)~~
~~Disposal on fixed assets~~
—
~~Gain (Loss) on debt extinguishment~~
~~1,867,428~~
~~Net Loss from Discontinued Operations~~
$
~~(337,362)~~
~~Other Comprehensive Gain Net of Tax:~~
~~Foreign currency translation adjustments~~
~~24,815~~
~~Comprehensive Loss from Discontinued Operations~~
$
~~(312,547)~~

~~Note 4 –Deconsolidation of acquisition~~

On April ~~29, 2016,~~23, 2018, the Company issued 600,000 shares of common stock with a value of $48,000 to an investor, and an additional 600,000 shares of common stock with a value of $48,000 to a not for profit entity at the request of the investor due to conversion of $96,000 of accounts payable, no gain or loss was recognized due to stock price matching the amount converted.
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On April 23, 2018, the Company issued 500,000 shares of common stock to its President, subject to ~~approval by~~certain vesting conditions: (i) 100,000 shares vest when the ~~Georgia Board~~President has been employed 90 days from the effective date of ~~Pharmacy,~~the employment agreement; (ii) 100,000 shares vest when the President has been employed one year from the effective date of the employment agreement; (iii) 100,000 shares vest when the President has been employed two years from the effective date of the employment agreement; (iv) 100,000 shares vest when the Company ~~entered into definitive documents to acquire P3 Compounding~~completes a capital raise of ~~Georgia, LLC, (“P3”). P3 received Georgia Board of Pharmacy approval for~~$2,000,000; (v) 100,000 shares vest when the ~~transaction~~Company reports $20,000,000 in gross revenue. The Company valued the shares at the ~~end~~fair market value of ~~June 2016 and~~$0.10 per share, or a total value of $50,000. During the ~~transaction closed effective~~three months ended June 30, ~~2016. However after~~2018, the ~~following 90 days~~total amount of ~~operation, as~~$13,740 was charged to operations pursuant to the various vesting conditions. On September 18, 2018, the Company ~~did not gain effective control, we entered into an agreement with~~accepted the ~~former owners to deconsolidate~~resignation of its President, and 400,000 of these shares were forfeited.
On June 13, 2018, the ~~operations and returned the assets and liabilities to the former owners of P3.~~

~~The fair value of the consideration paid pertaining to the acquisition of P3 was $1,618,200. Consideration for the transaction was structured as follows:~~

~~The~~ Company issued ~~340,000~~100,000 shares of common stock with a fair value of $1,183,200 based on the closing price of the True Nature’s common stock on April 29, 2016. In addition, Mr. Casey Gaetano, a former owner of P3, received an employment contract with True Nature for 3 years as VP of Corporate Development, at an annual salary of $125,000, plus normal benefits commensurate with other executives in the Company of equal stature. He also received on April 29, 2016, 125,000 shares of restricted at a value of $3.48 per share in exchange for becoming the Company’s VP of Corporate Development. No cash consideration was paid under this agreement, and it was fully cancelled without further obligation$8,380 to its President as a part of the deconsolidation transaction. The shares were valued at $435,000 and will remain the property of Mr. Gaetano. As the company never attained full control of P3, the business was deconsolidated from the company’s financials as of September 30, 2016.bonus.

~~Loss on Deconsolidation~~

As the Company did not obtain effective control of the P3 business, the Company deconsolidated the business effective September 30, 2016 in accordance with ASC 810 and the disclosures herein were also made in accordance with ASC 810. As a result, the Company recorded a loss from deconsolidation of $1,618,200, based on the fair value of shares issued of $1,618,200; the loss from deconsolidation is included within selling, general and administrative expenses.

~~Note 5 – Related Party Transactions~~

On January 25, 2016 two board members were each awarded 100,000 of shares of the Company in exchange for their services as board members. The shares were valued at $145,000 based on the closing market price on the date of grant.

On April 25, 2016 a board member was awarded 100,0000 shares of the Company in exchange for his services on the board and 1,000,000 non-qualified stock options for his position as CEO. The stock options were subsequently cancelled in conjunction with his resignation on September 23, 2016, and 100,000 shares of restricted common stock valued at $47,680, based on the closing market price on the date of grant, in conjunction with the cancellation of all amounts owed as of the date of his resignation.

~~On May 25, 2016, a board member was awarded 100,000 shares, valued at $235,000, based on the closing market price on the date of grant, from the Company in exchange for his services on the board.~~

On September 23, 2016, the Company appointed three (3) new directors to the Board of Directors, and each received 100,000 shares, each valued at $27,990, based on the closing market price on the date of grant, of restricted common stock in conjunction with their appointment.

On September 27, 2016, the Company accepted the resignations of its former Chairman & CFO, and former CEO. the former CFO had a consulting agreement in the amount of $10,000 per month for professional fees. The Company’s former CEO had an employment agreement effective June ~~7, 2016 that would have paid him a monthly salary in the amount of $12,500 per month for remainder of 2016, $17,500 per month for the calendar year of 2017, $22,500 per month for the calendar year of~~14, 2018, and $25,000 per month for the calendar year of 2019. No payments have been made to the former CEO. Both of these agreements were fully cancelled and the Company has no further obligation to either going forward. Further, the former CFO has agreed to return for cancellation 2,000,000 of his shares of restricted common stock, and to use 100,000 shares to settle an obligation to a former employee. The former CEO had been awarded options for the purchase of 1,000,000 shares of restricted common stock, which were all cancelled in conjunction with his resignation.

In addition, a shareholder of the Company had a consulting agreement in the amount of $10,000 per month for professional fees. The shareholder and the Company have agreed to terminate their agreement with the Company as of September 30, 2016. In consideration of all amounts owed, the Company has issued 966,666, valued at $290,000 based on the closing market price on the date of grant, restricted common stock, and the consultant has cancelled $290,000 in amounts owed. The amounts owed consist of a) $80,000 in advances to the Company, or obligations paid to the Company, b) $120,000 in consulting fees owed and c) reimbursement of $90,000 of costs related to the formation of Newco4pharmacy, LLC, which was acquired by the Company in December 2015.

~~On December 30, 2016, the Board of Directors of~~ the Company issued 100,000 shares of ~~restricted~~ common stock with a fair value of $9,000 to ~~a consultant, who subsequently became the CEO and CFO of the Company as compensation for his contribution during the prior 90 days. This charge to earnings for this issuance was $19,080;~~

On December 30, 2016, the Board voted to issue to the existing Board of Directors members 100,000 shares each of restricted common stock as additional compensation for services during the prior 90 days. Each of the recipients abstained from the vote on their issuance so as not to be voting on their own issuance, and did vote for the issuance to their fellow Board members. The charge to earnings for this issuance was $19,080, for each of the three (3) directors, or a total of $57,240.

~~The Company had accounts payable from related party transactions of $106,866 a of December 31, 2016. The balance was made up of the following: a) two members~~its Chairman of the Board of Directors ~~were due $12,000 each for compensation expense that had not been paid; b) the former CEO and CFO of~~as a bonus. Also, on June 14, 2018, the Company ~~were owed for reimbursable expenses that totaled $75,866; and c)~~issued 100,000 shares of common stock with a ~~shareholder had paid for expenses~~fair value of ~~the Company directly~~$9,000 to ~~several vendors for~~ a ~~total of $7,000.~~

~~Note 6 – Debt~~board member as a bonus.

On ~~March 18, 2016,~~June 14, 2018, the Company issued ~~a 12% Convertible Promissory Note (the “Convertible Note A”) in the principal amount of $60,000~~ to the Lender. Pursuant to the terms of the Convertible Note, on the date thereof, the Company issued the Convertible Note to the Lender and, as consideration therefor, the Lender paid the Company in cash the full principal amount of the Convertible Note. Upon issuance, the lender was awarded 15,000 restricted common shares as an origination fee which will have piggy back registration rights. On September 19, 2016, the Company issued the lender an additional 15,000 restricted common shares at a price of $0.30 per share to extend the term of the loan agreement. The cost to the Company was $4,050 in Interest Expense. This note is currently in default. Accrued interest at December 31, 2016, was $3,660.

Pursuant to the terms of the Convertible Note A, the Company is obligated to pay monthly installments of not less than $1,000 the first of each month commencing the month following the execution of this note until its full maturity on September 16, 2016 at which time the Company is obligated to repay the full principal amount of the Convertible Note A. The Convertible Note A is convertible by the holder at any time intoinvestor 1,100,000 shares of the Company’s common stock ~~at an effective conversion price~~with a fair value of ~~$1.00 and throughout the duration~~$95,700 for reimbursement of ~~this Convertible Note the holder has the right to participate in any and other financing~~$60,000 of accrued expenses paid on behalf of the Company ~~may engage in with the same terms~~ and ~~option as all other investors.~~for services provided. The Company ~~allocated~~recognized a loss on conversion of $35,700 due to share price exceeding the ~~face~~ value of the ~~Convertible Note A to~~stock granted.
The Company accrued officer’s compensation during the ~~shares and the note based on relative fair values, and~~six months ended June 30, 2018 in the amount ~~allocated to the shares~~ of ~~$18,750 was recorded as~~$50,000 and imputed interest expense of $4,500 on a ~~discount against the note.~~

~~The beneficial conversion feature of $9,375 was recorded as a debt discount with an offsetting entry to additional paid-in capital decreasing the~~ note payable ~~and increasing debt discount. The debt discount is being amortized~~ to ~~interest expense over~~a related party in the ~~term~~amount of ~~the debt. For the year ended December 31, 2016, debt discount amortization related to the Convertible Note A was $28,125.~~$75,000 (see note 5).

On ~~May 19, 2016,~~July 24, 2018, the Company issued 312,499 shares of common stock with a ~~10% Convertible Promissory Note (the “Convertible Note B”) in the principal amount~~fair value of ~~$100,000~~$25,000 to ~~the Lender. Pursuant to the terms of the Convertible Note B, on the date thereof,~~its President for salary.
On July 24, 2018, the Company issued ~~the Convertible Note B~~369,500 shares of common stock with a fair value of $29,560 to ~~the Lender and, as consideration therefor, the Lender paid~~its Chief Operating Officer for accrued salary.
On August 14, 2018, the Company ~~in cash~~issued to an investor 2,500,000 shares of the ~~full principal~~Company’s common stock with a fair value of $220,000 as compensation for consulting services provided. The Company also accrued $58,000 for additional consulting services provided by the investor.
On September 24, 2018, the Company issued 100,000 shares of common stock with a fair value of $12,850 to each of two board members for services provided (a total of 200,000 shares of common with an aggregate fair value of $25,700).
On October 3, 2018, the Company issued 100,000 shares of common stock with a fair value of $10,850 to a member of its advisory board.
On October 15, 2018, the Company issued 600,000 shares of common stock subject to certain vesting provisions to its President and acting Chief Financial Officer. The Company recognized $37,147 as compensation expense for the portion of the shares vested during the period.
On October 19, 2018, the Company committed to issued 100,000 shares of common stock with a fair value of $9,900 to a member of its advisory board. These shares were not issued at December 31, 2018, and the Company recorded the amount of $9,900 as stock subscribed.
On November 3, 2018, the ~~Convertible Note B. Upon issuance the lender was awarded 66,666 warrants to purchase~~Company issued 100,000 shares of common stock with a fair value of $9,740 to a member of its advisory board.
On November 26, 2018, the Company issued 84,420 shares of common stock with a fair value of $8,265 to a designee of an investor for consulting services.
On November 27, 2018, the Company issued 500,000 shares of common stock with a fair value of $48,950 to a designee of an investor for consulting services.
On November 27, 2018, the Company issued 100,000 shares of common stock with a fair value of $9,790 to a to a board member as compensation.
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On November 27, 2018, the Company issued 500,000 shares of common stock with certain vesting provisions to its Chief Executive Officer. The Company recognized $13,884 as compensation expense for the portion of the shares vested during the period. Also on November 27, 2018, the Company atissued an ~~exercise price~~additional 100,000 shares of ~~$2.50~~common stock with a fair value of $469 to its Chief Executive Officer for ~~a term of twenty-four month. The warrants were valued at $103,086 with $100,000~~services as a debt discount; the additional $3,086 was expensed as additional interest expense. The debt discount was fully amortized during the year ended December 31, 2016. This obligation, including all warrants, penalties and interest due was cancelled as of September 30, 2016 in considerationmember of the ~~issuance~~board of ~~400,000~~directors.
On December 19, 2018, the Company committed to issue 85,000 shares of ~~restricted~~ common stock ~~valued at $120,000. At the time~~with a fair value of ~~conversion, the note about was $100,000 and total~~$2,513 to its board chairman in satisfaction of accrued ~~interest was $3,671. Therefore, as a result of the conversion, a loss of $16,329 recognized in the year ended December 31, 2016.~~compensation.

Note 4 – Debt
August 2014 Convertible Debentures (Series C)

As part of the restructuring, all debentures issued by Trunity Holdings, Inc., to fund the former, educational business, were eligible to participate in a debt ~~conversion~~conversion; however, one debenture holder that was issued a Series C Convertible Debenture (the “Series C Debenture”) in August 2014 with an aggregate face value of $100,000 in exchange for the cancellation of Series B Convertible Debentures with a carrying value of $110,833 did not ~~convert.~~convert such debenture. The Series C Debenture accrues interest at an annual rate of 10%, matured November 2015, and is convertible into our common stock at a conversion rate of $20.20 per share. The holders of the Series C Debenture also received five-year warrants to acquire up to 4,950 shares post-split of common stock for an exercise price of $20.20 per ~~share, exercisable over five years.~~share. The former educational business allocated the face value of the Series C Debenture to the warrants and the debentures based on its relative fair values, and allocated to the warrants, which was recorded as a discount against the Series C Debenture, with an offsetting entry to additional paid-in capital. The discount was fully expensed upon execution of the new debentures as debt extinguishment costs within discontinued operations. During the years ended December 31, 2018 and 2017, the Company accrued interest in the amount of $11,083 and $11,083, respectively, on the Series C Debenture. As of December 31, ~~2016,~~2018, and 2017, the carrying value of this Series C Debenture was $110,833 and accrued interest expense of ~~$24,420. This note~~$46,587 and $35,504, respectively. The Series C Debenture is currently in default.

November 2014 Convertible Debentures (Series D)

As part of the restructuring all debentures issued by Trunity Holdings, Inc., to fund the former, educational business were eligible to participate in a debt ~~conversion~~conversion; however, one debenture holder that was issued a Series D Convertible Debenture (the “Series D Debenture”) in November 2014 with an aggregate face value of $10,000 in exchange for the cancellation of Series B Convertible Debenture with a carrying value of $11,333 ~~that~~ did not participate in the debt conversion restructuring. The Series D Debenture accrues interest at an annual rate of 12%, matured November 2015, and is convertible into our common stock at a conversion rate of $16.67 per share. The holders of the Series D Debenture also received five-year warrants to acquire up to 495 shares ~~post-split~~ of common stock for an exercise price of $20.20 per share ~~exercisable over five years.~~on a post-split basis. The former educational business allocated the face value of the Series D Debenture to the warrants and the debentures based on their relative fair values, and allocated to the warrants, which was recorded as a discount against the Series D Debenture, with an offsetting entry to additional paid-in capital. The discount was fully expensed upon execution of the new debentures as debt extinguishment costs within discontinued operations. During the years ended December 31, 2018 and 2017, the Company accrued interest in the amount of $1,360 and $1,360, respectively, on the Series C Debenture. As of December 31, ~~2016,~~2018, and 2017, the carrying value of the Series D Debenture was $11,333 and accrued interest expense of ~~$2,941. This note~~$5,661 and $4,301, respectively. The Series D Debenture is currently in default.

March 2016 Convertible Note
On March 18, 2016, the Company issued a 12% Convertible Promissory Note (the “Convertible Note A”) in the principal amount of $60,000 and a due date of September 16, 2016 to a lender. Pursuant to the terms of Convertible Note A, the Company is obligated to pay monthly installments of not less than $1,000 the first of each month commencing the month following the execution of this note until its full maturity on September 16, 2016 at which time the Company is obligated to repay the full principal amount of the Convertible Note. Convertible Note A is convertible by the holder at any time into shares of the Company’s common stock at an effective conversion price of $1.00 and throughout the duration of the Convertible Note A the holder has the right to participate in any and other financing the Company may engage in with the same terms and option as all other investors. The Company allocated the face value of Convertible Note A to the shares and the note based on relative fair values, and the amount allocated to the shares of $16,364 was recorded as a discount against the note, with an offsetting entry to additional paid-in capital. The discount was amortized to interest expense during the year ended December 31, 2016. During the year ended December 31, 2017, the Company issued an aggregate 65,000 shares of common stock with a value of $10,773 to the note holder for an extension of the term of the note and accrued interest; during the year ended December 31, 2018, the Company issued 150,000 shares of common stock to the note holder for an extension of the term of the note and accrued interest. During the years ended December 31, 2018 and 2017, the Company accrued interest expense in the amount of $7,200 and $7,200, respectively, on the Convertible Note A. At December 31, 2018, accrued interest on Convertible Note A was $1,479 and $10,860, respectively.
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Short term loan

As a result of the acquisition of P3 Compounding of Georgia, LLC (“P3”) the Company had a short-term convertible note with a loan agency ~~for a~~in the principal amount of $52,000 for the purchase of future sales and credit card receivables of P3. Under the terms of the receivable purchase agreement, the Company purchased an advance of $50,000 plus $2,000 for origination costs with a 10.5% daily interest rate to be repaid over 160 days at a repayment amount of $451.75 per day. Upon maturity, the ~~loan the~~ total repayment amount will be $72,280. As of ~~the fiscal year ending~~ December 31, ~~2016~~2018, and 2017 the carrying value of this short-term loan was ~~$26,925. For year ending~~$74,104. No interest expense was charged on this loan during the twelve months ended December 31, ~~2016,~~2018 or 2017. At December 31, 2018 and 2017, there was no accrued interest on this loan. This loan is currently in default.
July 2017 Note
On July 10, 2017, the Company negotiated the reclassification of $75,000 in accounts payable to a related party to a loan payable (the “July 2017 Note”). The July 2017 Note is due no later than 90 days after the receipt of a minimum of $1,000,000 of funding. The July 2017 Note bears no interest; however, if it is not paid by the due date, interest will accrue at the rate of 12% per year. During the years ended December 31, 2018 and 2017, the Company recorded imputed interest expense to a related to this loan was recorded in the Company’s consolidated financial statements as the effective date of acquisition was the last day of the quarter. The origination fee and interest were recorded as debt discount on the date of issuanceparty in the amount of ~~$22,280~~$9,000 and ~~$22,280 was amortized during~~$9,000 on the ~~year ending December 31, 2016. The note is currently in default.~~July 2017 Note; these amounts were charged to additional paid-in capital

July 2018 RU Promissory Note
On July ~~11, 2016,~~26, 2018, the Company entered into an agreement with Resources Unlimited NW LLC (“RU”) pursuant to which RU provides business development services to the Company for a period of six months. As compensation for these services, the Company issued RU 250,000 shares of common stock with a fair value of $20,000 and a six month note payable in the amount of $30,000 (the “RU Note”). The RU Note bears interest at the rate of 12% per year; principal and interest are due on January 26, 2019. During the year ended December 31, 2018, the Company accrued interest in the amount of $1,568 on the RU Note.
Power Up Note 1
On July 5, 2018, the Company entered into a ~~short-term loan~~Securities Purchase Agreement with Power Up Lending Group Ltd. (“Power Up”) pursuant to which Power Up agreed to purchase a ~~loan agency for~~convertible promissory note (the “Power Up Note 1”) in the aggregate principal amount of ~~$48,000.~~$38,000. The Power Up Note entitles the holder to 12% interest per annum and matures on April 15, 2019. Under the ~~terms~~Power Up Note 1, Power Up may convert all or a portion of the ~~loan,~~outstanding principal of the ~~Company will make daily payments~~Power Up Note 1 into shares of $434.38 for a term of 160 for a total repayment amount of $69,500. As of December 31, 2016, the carrying value of this loan was $45,175. The origination fee and interest were recorded as debt discountCommon Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 1, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 1 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Power Up Note 1 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 1, then such redemption premium is 115%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 120%; and if such prepayment is made from the 91st to the 180th day after issuance, then such redemption premium is 125%. After the 180th day following the issuance of the Power Up Note 1, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of ~~$21,500 and $21,500~~$3,000 in connection with the Power Up Note 1; $923 was amortized ~~during the year ending December 31, 2016.   This note is currently in default.~~

~~The convertible notes are convertible into common shares as of October 3, 2016 due~~ to the default provision which allows conversion after default into 85% of the average trading price in the prior five days. The beneficial conversion features of $25,146 and $32,541 for the May and July notes, respectively, were recorded as a debt discount with an offsetting entry to additional paid-in capital decreasing the note payable and increasing debt discount. The debt discounts were both fully amortizedinterest expense during the year ended December 31, ~~2016.~~

2018. During the year ended December 31, 2018, the Company paid principal and accrued interest in the amount of $27,764 and $2,236, respectively, on the Power Up Note 1. The ~~convertible notes also included common stock payable amounts~~Company accrued interest in the amount of ~~$10,000 each, which were recorded as a debt discount and an increase to common stock payable. These two debt discounts were also fully amortized~~$2,236 on the Power Up Note 1 during the year ended December 31, ~~2016.~~2018.

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Power Up Note 72
On August 10, 2018, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 2”) in the aggregate principal amount of $33,000. The Power Up Note 2 entitles the holder to 12% interest per annum and matures on May 14, 2019. Under the Power Up Note 2, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 2 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 2, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 2 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Power Up Note 2 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 2, then such redemption premium is 115%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 120%; and if such prepayment is made from the 91st to the 180th day after issuance, then such redemption premium is 125%. After the 180th day following the issuance of the Power Up Note, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 2; $939 was amortized to interest expense during the year ended December 31, 2018. The Company accrued interest in the amount of $1,562 on the Power Up Note 2 during the three months ended September 30, 2018.
Power Up Note 3
On September 18, 2018, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 3”) in the aggregate principal amount of $38,000. The Power Up Note 3 entitles the holder to 12% interest per annum and matures on June 30, 2019. Under the Power Up Note 3, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 3 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 3, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 3 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Power Up Note 3 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 3, then such redemption premium is 115%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 120%; and if such prepayment is made from the 91st to the 180th day after issuance, then such redemption premium is 125%. After the 180th day following the issuance of the Power Up Note 3, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 3; $968 was amortized to interest expense during the year ended December 31, 2018. The Company accrued interest in the amount of $1,299 on Power Up Note 3 during the year ended December 31, 2018.
Power Up Note 4
On November 9, 2018, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 4”) in the aggregate principal amount of $33,000. The Power Up Note 4 entitles the holder to 12% interest per annum and matures on August 31, 2019. Under the Power Up Note 4, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 4 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 4, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 4 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Power Up Note 4 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 4, then such redemption premium is 115%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 120%; and if such prepayment is made from the 91st to the 180th day after issuance, then such redemption premium is 125%. After the 180th day following the issuance of the Power Up Note 4, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 4; $531 was amortized to interest expense during the year ended December 31, 2018. The Company accrued interest in the amount of $564 on Power Up Note 4 during the year ended December 31, 2018.
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Auctus Note
On November 26, 2018, the Company entered into a Securities Purchase Agreement with Auctus Fund, LLC (“Auctus”) pursuant to which Auctus agreed to purchase a convertible promissory note (the “Auctus Note”) in the principal amount of $125,000. The Auctus Note entitles the holder to 12% interest per annum and matures on August 26, 2019. Under the Auctus Note, Auctus may convert all or a portion of the outstanding principal of the Auctus Note into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Auctus Note, at a price equal to 55% of the lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Auctus may not convert the Auctus Note to the extent that such conversion would result in beneficial ownership by Auctus and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Auctus Note within 90 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 135%; if such prepayment is made between the 91st day and the 180th day after the issuance of the Auctus Note, then such redemption premium is 150%. After the 180th day following the issuance of the Auctus Note, there shall be no further right of prepayment. In connection with the Auctus Note, the Company issued five year warrants to purchase 625,000 shares of the Company’s common stock at a price of $0.10 per share. The Company valued these warrants at $33,716, and recorded this amount as a discount to the Auctus Note and a credit to additional paid-in capital; $4,323 of this amount was amortized to interest expense during the year ended December 31, 2018. The Company also recorded an original issue discount in the amount of $13,500 in connection with the Auctus Note; $1,731 was amortized to interest expense during the year ended December 31, 2018. The Company accrued interest in the amount of $1,500 on the Auctus Note during the year ended December 31, 2018.
Crown Bridge Note 1
On December 19, 2018, the Company entered into a Securities Purchase Agreement with Crown Bridge Partners, LLC (“Crown Bridge”) pursuant to which Crown Bridge agreed to purchase a convertible promissory note (the “Crown Bridge Note 1”) in the principal amount of $40,000. The Crown Bridge Note 1 entitles the holder to 12% interest per annum and matures on September 19, 2019. Under the Crown Bridge Note 1, Crown Bridge may convert all or a portion of the outstanding principal of the Crown Bridge Note 1 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Crown Bridge Note 1, at a price equal to 55% of the lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Crown Bridge may not convert the Crown Bridge Note 1 to the extent that such conversion would result in beneficial ownership by Crown Bridge and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Crown Bridge Note 1 within 90 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 135%; if such prepayment is made between the 91st day and the 180th day after the issuance of the Crown Bridge Note 1, then such redemption premium is 150%. After the 180th day following the issuance of the Crown Bridge Note 1, there shall be no further right of prepayment. In connection with the Crown Bridge Note 1, the Company issued five year warrants to purchase 400,000 shares of the Company’s common stock at a price of $0.10 per share. The Company valued these warrants at $34,500, and recorded this amount as a discount to the Crown Bridge Note 1 and a credit to additional paid-in capital; $1,511 of this amount was amortized to interest expense during the year ended December 31, 2018. The Company also recorded an original issue discount in the amount of $5,500 in connection with the Crown Bridge Note 1; $241 was amortized to interest expense during the year ended December 31, 2018. The Company accrued interest in the amount of $160 on the Crown Bridge Note 1 during the year ended December 31, 2018.
Note Payable For Services
On December 31, 2018, the Company entered into a note payable agreement with an investor for consulting services performed on behalf of the Company in the amount of $65,000 (the “Consulting Services Note”). The Consulting Services Note matures on March 21, 2020, and bears interest at the rate of 12% per annum. The Company recorded $21 in interest on the Consulting Services Note during the year ended December 31, 2018.
Note Payable For Payments Made
On December 31, 2018, the Company entered into a note payable agreement with an investor for payments of trade accounts payable made by the investor on behalf of the Company in the amount of $58,000 (the “Trade Payables Note”). The Trade Payables Note matures on March 21, , 2020, and bears interest at the rate of 12% per annum. The Company recorded $19 in interest on the Trade Payables Note during the year ended December 31, 2018.
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Note 5 – Stockholders’ Deficit

Sale of Common Stock - – During the ~~fiscal~~ year ~~of 2016,~~ended December 31, 2017, the Company raised gross proceeds of ~~$60,000~~$47,000 through the sale of ~~120,000~~250,000 shares of common stock to ~~accredited investors in private placement transactions~~a new member of the Board of Directors and a third-party investor at aan average price of ~~$0.50~~$0.188 per share. ~~The~~
During the year ended December 31, 2018, the Company ~~incurred $9,000~~had no sales of ~~securities issuance costs representing commissions paid to broker-dealers who assisted with these transactions.~~common stock for cash.

Shares Issued for Stock Based Compensation –- During the ~~fiscal~~ year ~~of 2016, in connection with services rendered,~~ended December 31, 2017, the Company issued ~~4,070,000,~~2,113,637 restricted shares of the Company’s common stock valued at ~~valued $3,377,735~~$261,534 in exchange for services conducted on behalf of the Company.   The value of these shares ~~were~~was based on the closing market price on the respective date of grant.

~~Shares issued for convertible note payable issuance~~ ~~– As discussed in Note 7, during fiscal~~During the year ~~of 2016, in connection with conversion of a six-month convertible promissory note,~~ended December 31, 2018, the Company issued ~~15,000~~6,149,420 restricted shares of the Company’s common stock valued at $455,537 in exchange for services conducted on behalf of the Company.   The value of these shares was based on the closing market price on the respective date of grant.
Shares Issued for Extension of Note Payable - During the year ended December 31, 2017, The Company also issued 65,000 shares of common stock with a fair value of ~~$18,750 that was allocated based on~~$10,773 for the ~~relative~~extension of a note payable.
During the year ended December 31, 2018, The Company also issued 150,000 shares of common stock with a fair value of $14,250 for the extension of a note payable and ~~associated shares.~~accrued interest.

Shares issued for conversion of accounts payable- During the fiscal year of ~~2016,~~2017, the Company converted several accounts payable amounts to stock. The company issued ~~1,066,666~~1,215,571 shares ~~valued at $580,000 to settle~~of common stock for the ~~outstanding accounts payable. As a result of the settlements, a loss of $190,000 was recorded due to the fair value of the shares exceeding the fair value~~conversion of accounts payable ~~settled.~~in the amount of $108,986.

During the year ended December 31, 2018, the Company issued 4,913,511 shares of common stock for the conversion of accounts payable in the amount of $453,402.

Shares issued for ~~conversion of debt~~~~-On September 30, 2016, a member of the board of advisors elected to convert his loan to the company of $100,000 and~~ accrued ~~interest into 400,000 shares of~~compensation - During the ~~Company. At the time of conversion, the note about was $100,000 and total accrued interest was $3,671. Therefore, as a result of the conversion, there was a loss of $16,329 recognized in the fiscal~~ year ended December 31, ~~2016.~~2018, the Company issued 1,604,431 shares of common stock for accrued compensation in the amount of $156,435.

��

~~Debt beneficial conversion feature~~Stock returned for ~~convertible note payable~~cancellation – ~~During~~On August 10, 2017, the ~~fiscal year~~Company received for cancellation 2,150,000 shares held by its former Chief Executive Officer.

Imputed Interest - The Company recorded imputed interest expense of $4,500 and $9,000 during the years ended December 31, ~~2016, the Company raised gross proceeds of $201,780 pursuant~~2017 and 2018, respectively, on a note payable to a ~~Convertible Notes Payable that allocated the face value of the Note to the shares and debt based on their relative fair values and, resulted~~related party in the ~~recording~~amount of ~~beneficial conversion features totaling $67,062 as a discount against~~$75,000.

Discount to Note Payable – The Company recorded discounts to notes payable in the ~~Notes, with an offsetting entry~~aggregate amount of $74,095 and charged this amount to additional ~~paid-incapital. The discount is being amortized into interest expense over the term of the Note~~

~~Stock payable for debt~~~~-Two notes issued~~paid-in capital during the ~~year end contained $10,000 of stock payable each which remained outstanding as of December 31, 2016.~~

~~Note 8 – Stock Options~~

The Company had two Employee, Director and Consultant Stock Option Plans that were not terminated as a result of the fiscal 2015 restructuring of the Company and spin-out and have continued as part of the operations as detailed below.

In fiscal 2015, the option pool pertaining to the 2009 Employee, Director and Consultant Stock Option Plan (the “2009 Plan”) was adjusted for a 1 for 101 stock split due to the spin-out and restructuring plan, resulting in an authorized option pool of 18,152. Stock options typically vest over a three-year period and have a life of ten years from the date granted. As of December 31, 2016, there were 3,610 shares available for future awards under this plan.

In fiscal 2015, the option pool pertaining to the 2012 Employee, Director and Consultant Stock Option Plan (the “2012 Plan”) was adjusted for a 1 for 101 stock split due to the spin-out and restructuring plan, resulting in an authorized options pool of 74,257. Stock options typically vest over a three-year period and have a life of ten years from the date granted. As of December 31, 2016, there were 45,673 shares available for future awards under this plan.

~~In addition, there are approximately 24,753 in options outstanding that were issued to a former CEO of spin-out Company in fiscal 2014. These options issued are outside of the 2009 and 2012 Plans.~~

On June 1, 2016 Jim Driscoll was granted for his position as Chief Executive Officer (CEO) of the Company options to purchase up to 1,000,000 shares of Common Stock outside of the Company’s 2009 and 2012 stock option plans (the “Option Agreement”). These options covered 250,000 shares at an exercise price of $1.00 per share to be granted immediately and three additional tranches of 250,000 shares each at an exercise price of $1.50, $2.00 and $2.50 per share, respectively. The remaining three tranches will vest equally over the next three years with the first fully vesting on May 31, 2017 through May 31, 2019. The term of the options will be for a period of five years and may be exercised at any time as to the vested shares. These options were fully cancelled in conjunction with his resignation as of September 27, 2016.

~~During the fiscal year~~twelve months ended December 31, 2016, the Company recorded stock compensation expense related to the options granted to Mr. Driscoll of $314,680. The grant-date fair value of options was estimated using the Black-Scholes option pricing model. The per share weighted average fair value of stock options granted for Mr. Driscoll was a range of $1.35-$1.76 and was determined using the following assumptions: expected price volatility is 80.39%, risk-free interest rate of 1.39%, zero expected dividend yield, and 4.0 years expected life of options. The expected term of options granted is based on the simplified method in accordance with Securities and Exchange Commission Staff Accounting Bulletin 107, and represents the period of time that options granted are expected to be outstanding. The Company makes assumptions with respect to expected stock price volatility based on the average historical volatility of peers with similar attributes. In addition, the Company determines the risk free rate by selecting the U.S. Treasury with maturities similar to the expected terms of grants, quoted on an investment basis in effect at the time of grant for that business day. As a result of the cancellation of these warrants, the Company has recovered $314,680 as resulted of the elimination of this reserve.2018.

Note 6 – Stock Options

As of December 31, ~~2016,~~2018 and 2017, unrecognized stock compensation expense related to unvested stock options under all Plans was $0. Total stock compensation expense recorded to selling, general and administrative expenses on the consolidated statements of operations and comprehensive for the fiscal year ended December 31, ~~2016~~2018 and 2017 related to the all Plans and options that vested during the period was $0.

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A summary of options issued, exercised and cancelled are as follows:

Shares

Weighted- Average Exercise Price
($)

Weighted- Average Remaining Contractual Term

Aggregate Intrinsic Value
($)

Outstanding at December 31, 2015

67,879

$
21.40

7.17

—

Granted

1,000,000

1.75

5.00

—

Cancelled

(1,000,000)

1.75

5.00

—

Outstanding at December 31, 2016

67,879

$
21.40

6.42

—

Exercisable at December 31, 2016

67,879

$
21.40

6.42

—

	Shares		Weighted- Average Exercise Price ($)		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value ($)
Outstanding at December 31, 2017		67,879	$	21.40		5.17		—
Granted		—		—		—		—
Cancelled		—		—		—		—

Outstanding at December 31, 2018		67,879	$	21.40		4.17		—

Exercisable at December 31, 2018		67,879	$	21.40		4.17		—

Note 9–7– Stock Warrants

Subsequent to the restructuring of the Company and the spin-out, the Company had warrants to purchase common stock outstanding that were not terminated and have continued as part of the operations as detailed below. The warrants were adjusted for a 1 for 101 stock split due to the spin-out and restructuring plan as authorized. All warrants outstanding as of December 31, ~~2016~~2018 are scheduled to expire at various dates through 2019.

During the year ended December 31, 2018, the Company issued 1,025,000 five year warrants with an exercise price of $0.10 in connection with notes payable. The fair value of the warrants of $74,095 was recorded as a discount to the notes payable, and charged to additional paid-in capital during the year ended December 31, 2018.

A summary of warrants issued, exercised and expired are as follows:

	Shares			Weighted- Average Exercise Price ($)			Weighted- Average Remaining Contractual Term
		Shares			Weighted- Average Exercise Price ($)			Weighted- Average Remaining Contractual Term
Outstanding at December 31, 2015			78,462		$	29.55			3.43
Outstanding at December 31, 2016			142,653		$	17.42			2.25
Granted			-			-			-
Expired			-			-			-
Outstanding at December 31, 2017			142,653		$	17.42			1.25
Granted			66,666			2.50			2.00	1,025,000	$	0.10	4.93
Expired			(2,475)			50.50			—	-		-	-

Outstanding at December 31, 2016			142,653		$	17.42			2.50
Outstanding at December 31, 2018			1,167,653		$	2.18			4.36

Exercisable at December 31, 2016			142,653		$	17.42			2.50
Exercisable at December 31, 2018			1,167,653		$	2.18			4.36

Note 108 – Income Taxes

The Company accounts for income taxes under standards issued by the FASB. Under those standards, deferred tax assets and liabilities are recognized for future tax benefits or consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such assets will not be realized through future operations.

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No provision for federal income taxes has been recorded due to the available net operating loss carry forwards of approximately ~~$1,351,095~~$2,769,250 will expire in various years through ~~2033.~~2035. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the future tax loss carry forwards.

The actual income tax provisions differ from the expected amounts calculated by applying the statutory income tax rate to the ~~Company's~~Company’s loss before income taxes. The components of these differences are as follows at December 31, ~~2016~~2018 and December 31, ~~2015:~~2017:


	2016		2015		2018			2017
Net tax loss carry-forwards		$ 1,351,095		$ 03,893	$	2,769,250		$	1,832,083
Statutory rate		34%		34%		21	%		21	%
Expected tax recovery		459,372		103,324		581,543			384,737
Change in valuation allowance		(459,372)		(103,324)		(581,543	)		(384,737	)
Income tax provision		$ -		$ -	$	-		$	-

Components of deferred tax asset:
Non capital tax loss carry forwards		$ 459,372		$ 103,324	$	581,543		$	384,737
Less: valuation allowance		(459,372)		(103,324)		(581,543	)		(384,737	)
Net deferred tax asset		$ -		$ -	$	-		$	-

Note 119 – Commitments and Contingencies

Legal

National Council for Science and the Environment, Inc. ~~v. Trunity Holdings, Inc., Case No. 2015 CA 009726 B, Superior Court for the District of Columbia, Civil Division.~~

This action was filed on December 16, 2015 by the National Council for Science and the Environment, Inc. (“NCSE”) in the state court in the District of Columbia against Trunity Holdings, Inc. (“Trunity”) and alleges claims for ~~Breach~~breach of ~~Contract.~~contract. Acknowledgement of ~~Indebtedness~~indebtedness and ~~Settlement Agreement~~settlement agreement and ~~Quantum Meruit~~quantum meruit arising out of an agreement entered into between NCSE and Trunity in 2014. The ~~Complaint~~complaint seeks damages in the amount of $177,270, inclusive of attorney’s fees, costs and accrued interest, continuing interest in the amount of 12% per annum and attorney’s fees and costs of collection relating to the case. The Company, in its answer ondated January 27, 2016, denied the material allegations made by NCSE, asserted a number of affirmative defenses and filed a counterclaim alleging claims for fraud, negligent misrepresentation, breach of fiduciary duty, breach of contract and unjust enrichment. In its counterclaim, the Company ~~will seek~~sought actual and compensatory damages against NCSE that it believes exceed the amount sought by NCSE on its claims, pre-judgment interest, punitive damages and all costs and expenses, including attorney’s fees, incurred by the Company in bringing its claims against NCSE.

On September 23, 2016, the Company settled this obligation with an agreement to pay $48,500 to NCSE if paid by November 4, 2016, and $75,000 if paid later. The Company has not paid the amounts as of the date of this filing and has recorded the obligation at $75,000.

Carlton Fields Jorden Burt, P.A.

This action was filed on May 18, 2017 by a law firm that represented the Company prior to the spin-out of the educational software business in 2016 with the intent of collection past due invoices in the aggregate amount ~~plus~~of $241,828. The Company believes it has strong defenses against any ~~related costs, including legal fees, shall be reimbursed~~such action and anticipates a settlement upon completion of certain funding activities. The Company has recorded a liability in the amount of $241,828 on its balance sheet at December 31, 2018.

230 Commerce Way, LLC

A former landlord of the Company has filed an action in New Hampshire to collect on rent from a list that existed prior to 2013. In January 2018 this action was settled by the ~~spin-out company,~~spin out, Trunity, Inc., for a ~~Florida company.~~cash payment of $65,000.

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~~On July 6, 2016,~~Trunity, Inc.

The spin-out that now owns the former educational software business has been informed that they owe the Company ~~appointed Gary Meyer~~from the obligations of the NCSE settlement, and the costs of the legal action. We intend to take all actions available to us to collect on these amounts.

Randstad General Partner (US) LLC D/B/A Tatum

A former service provider of the Company has filed an action in Georgia to collect the amount of $44,365 for services provided to the ~~newly created position~~Company. On October 18, 2018, the Superior Court of ~~Chief Compliance Officer. Mr Meyer was terminated as~~Fulton County, State of ~~September 23, 2016. After being terminated, Mr. Meyer threatened to take legal action~~George issued an Order & Final Judgment against the Company ~~for breach~~in the amount of $44,365 plus an ~~alleged employment agreement.~~additional $11,001 of accrued interest. The Company ~~took a reserve~~has accrued the amount of ~~$280,000~~$55,366 on its balance sheet at ~~September 30, 2016~~December 31. 2018 in consideration of any potential claims that might be brought by Mr. Meyer. On December 31, 2016, Mr. Meyer and the Company entered into a Settlement Agreement and Release under which Mr. Meyer fully releases and indemnifies the Company against any claims he might have in consideration of the issuance of 150,000 shares of restricted shares of the Company's common stock, at a recorded cost of $28,620.connection with this claim.

Note 1210 – Financial Condition and Going Concern

As of December 31, ~~2016,~~2018, the Company had cash ~~on hand~~in the amount of ~~$0 and~~$1,304, current liabilities of ~~$1,067,874~~$1,534,740, and has incurred a loss from operations. True Nature Holding’s ~~planned~~ principal ~~operations pertain to~~operation is the ~~business development and~~ acquisition of ~~pharmaceutical~~ compounding pharmacy companies. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to execute its business plan.

~~These~~As a result of these factors, ~~raise~~there is substantial doubt about the ~~Company’s~~ ability of the Company to continue as a going concern. The Company’s continuance is dependent on raising capital and generating revenues sufficient to sustain operations. The Company believes that the necessary capital will be raised and has entered into discussions to do so with certain individuals and companies. However, as of the date of these consolidated financial statements, no formal agreement exists.

The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts classified as liabilities that might be necessary should the Company be ~~unable~~forced to ~~secure the necessary capital and continue as a going concern.~~take any such actions.

Note 1311 – Subsequent Events

~~We began 2016 with five (5) directors and a single member~~Issuance of the management team. By the First Quarter of 2017, the Company had in place four (4) directors and three members of the management team. We believe that True Nature’s management team can remain small in the near term, and will consist of a four-person management team with experience in 1) public company accounting and finance, 2) multi-unit supply chain management including retail and wholesale operations, 3) brand marketing aimed at consumer through online and traditional retail channels, and 4) public equity finance. We believe our current team addresses most of these areas, and we anticipate further additions as our size, and funding, can allow. Biographical and other information on our executive officers and directors is set forth in “Item 10: Directors, Executive Officers, and Corporate Governance” of this Report.Power Up Note 5

Payment of Power Up Note 1

On January 7, 2019 the Company fully paid and satisfied Power Up Note 1 which was issued July 5, 2018 in favor of Power Up in the original principal amount of $38,000. Payment in the amount of $26,366 was delivered to Power Up in cash, and no shares of Common Stock were issued in connection with the pay-off of Power Up Note 1.

Cancellation of shares

On January 23, 2019, the Company cancelled 400,000 shares of common stock issued to its previous Chief Financial Officer.

Issuance of Power Up Note 6

Conversion of Convertible Notes

On February 15, 2019, the Company issued 200,167 shares of common stock for the conversion of a note payable and accrued interest.

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On February 25, ~~2017,~~2019, the Company issued 250,209 shares of common stock for the conversion of a note payable and accrued interest.

On February 27, 2019, the Company issued 174,617 shares of common stock for the conversion of a note payable and accrued interest.

Stock Issued for Services

On March 1, 2019, the Company issued 100,000 shares of common stock to its President as compensation.

On March 1, 2019, the Company issued 100,000 shares of common stock to its board chairman as compensation.

Crown Bridge Note 2

Appointment and Resignation of Mr. Mark Williams

On January 4, 2019, the Board of ~~Director appointed Christopher Knauf, age 44, as the Chief Executive Officer and Chief Financial Officer~~Directors of the ~~Company. From 2014 to present,~~Company authorized, ratified and approved the appointment of Mr. Knauf served as a consultant for small to mid-size emerging growth companies, both public and private. From 2012 to 2014, he served as CEO/CFO of Built NY, Inc, a consumer products company based in New York, NY. Prior to that, from 2004 to 2012, Mr. Knauf was Head of Finance and Operations for the Consumer Products division of A+E Networks, Inc, a provider of television content worldwide. From 2002 to 2004, He was the CFO of Intermix, Inc, a New York, NY based apparel retailer. His education includes an MBA, Finance concentration, 1999, Fordham University, New York, NY. BS, Finance, 1995, Fairfield University, Fairfield, CT

On February 7, 2017 Mr. James Czirr joined the Board of Directors. Mr. Czirr, age 62, is most recently involved with Galectin Therapeutics, Inc. (NASDAQ:GALT), both personally and as an investment his funds. He served as Chairman of the Board for Galectin from February 2009, and Executive Chairman from February 2010 until January 2016. He now sits on the Board as the representative for their Series B Preferred holders. He is a co-founder of 10X Fund, L.P. and is a managing member of 10X Capital Management LLC, the general partner of 10X Fund, L.P. Mr. Czirr was a co-founder of Galectin Therapeutics in July 2000. Mr. Czirr was instrumental in the early stage development of Safe Science Inc., a developer of anti-cancer drugs; served from 2005 to 2008Mark Williams as Chief Executive Officer of ~~Minerva Biotechnologies Corporation, a developer~~the Company, effective November 27, 2018. In March 2019, Mr. Williams resigned and is no longer in any position with the Company. Mr. James Crone, President, has assumed his responsibilities until further notice.

We evaluated subsequent events after the balance sheet date through the date the financial statements were issued. We did not identify any additional material events or transactions occurring during this subsequent event reporting period that required further recognition or disclosure in these financial statements.

Table of nano particle bio chips to determine the cause of solid tumors; and was a consultant to Metalline Mining Company Inc., now known as Silver Bull Resources, Inc., (AMEX: SVBL), a mineral exploration company seeking to become a low-cost producer of zinc. Mr. Czirr received a B.B.A. degree from the University of Michigan.Contents

On February 14, 2017, the Board of Director appointed Louis Deluca as the Chief Operating Officer of True Nature Holdings, Inc. Mr. Deluca, age 58, served as VP of Operations for Mondetta US, Inc. an online apparel designer and retailer, from 2015 to 2016. From 2012-2015, he served as the COO of The Ivory Company, a multichannel home décor retailer based in Atlanta, GA. From 2007 to present, Mr Deluca was the Founder and CEO of Marietta Sign Company, a manufacturer and designer of customer signage based in Atlanta, GA. From 1981 to 2007, he served as Director of Inventory Planning and Sourcing at The Home Depot. He received a Technical Drafting Certificate from Gwinnett Technical College in 1977 and studied Business Management at the University of Phoenix.

On February 14, 2017, the Board of Director engaged Susanne Leahy as an Advisor, subject to certain conditions, and as an advisor to assist with financial reporting and accounting in the interim. Ms. Leahy, age 47, served as the SVP of Finance and Operations for Cinedigm (NASDAQ: CIDM) from 2012-2016. From 2000-2012, she served as VP of Finance and Operations for New Video group, a home entertainment distributor company based in New York NY. Ms. Leahy received a BS in Accounting from New York Institute of Technology in 1995.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On January 19, 2016, the Board of Directors of the Company approved the engagement of Hancock Askew & Co., LLP as the Company’s independent registered public accounting firm for the purposes of auditing the Company’s financial statements as of and for the year ending December 31, 2015. This selection resulted in the dismissal by the Board of Marcum LLP (“Marcum”), which had served in that role for an interim period, from May 18, 2015 until January 18, 2016. The change in accountants did not result from any dissatisfaction with the quality of professional services rendered by Marcum.

There were (i) no “disagreements” as that term is defined in item 304(a)(1)(iv) of Regulation S-K, between the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which that, if not resolved to Marcum’s satisfaction, would have caused Marcum to make reference to the subject matter of any such disagreement in connection with its reports for such years and interim period and (ii) no reportable events within the meaning of item 304(a)(1)(v) of Regulation S-K during this interim period. Marcum did not provide any reports on the Company’s financial statements for this interim period.None.

On October 28, 2016, the Board of Directors approved the engagement of Salberg & Company, P.A. (“Salberg”) as the Company’s independent registered public accounting firm for the purposes of auditing the Company’s financial statements, effective as of October 28, 2016. This selection resulted in the dismissal by the Board of Hancock Askew & Co LLP ("Hancock"), which had served in that role for an interim period, from January 19, 2016 until October 28, 2016. The change in accountants did not result from any dissatisfaction with the quality of professional services rendered by Hancock. This change was driven solely from a need to reduce the overhead and operating costs of the Company.

During the interim period from January 19, 2016 through October 28, 2016, there were (i) no “disagreements” as that term is defined in item 304(a)(1)(iv) of Regulation S-K, between the Company and Hancock on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which that, if not resolved to Hancock’s satisfaction, would have caused Hancock to make reference to the subject matter of any such disagreement in connection with its reports for such years and interim period and (ii) no reportable events within the meaning of item 304(a)(1)(v) of Regulation S-K during this interim period.

On December 1, 2016, the Board of Directors approved the engagement of M&K CPAS, PLLC as the Company’s independent registered public accounting firm for the purposes of auditing the Company’s financial statements, effective as of December 1, 2016. The selection replaces Salberg & Company, P.A. (“Salberg”), which had served in that role for an interim period of October 28, 2016 to November 28, 2016. Salberg resigned on November 28, 2016 as the independent registered public accounting firm. The change in accountants did not result from any dissatisfaction with the quality of professional services rendered by Salberg. This change was driven solely from a need to reduce the overhead and operating costs of the Company.

During the interim period from October 28, 2016 through December 1, 2016, there were (i) no “disagreements” as that term is defined in item 304(a)(1)(iv) of Regulation S-K, between the Company and Salberg on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which that, if not resolved to Salberg’s satisfaction, would have caused Salberg to make reference to the subject matter of any such disagreement in connection with its reports for such years and interim period and (ii) no reportable events within the meaning of item 304(a)(1)(v) of Regulation S-K during this interim period.

As noted above, on December 1, 2016, the Board approved the engagement of M&K CPAS, PLLC as the Company’s independent registered public accounting firm for the purposes of auditing the Company’s financial statements, effective as of December 1, 2016. During the two fiscal years ended December 31, 2015 and 2014 and from January 1, 2016 through December 1, 2016, neither the Company nor (to the Company’s knowledge) anyone acting on behalf of the Company consulted with M&K CPAS, PLLC regarding either (i) the application of accounting principles to a specified transaction (either completed or proposed), (ii) the type of audit opinion that might be rendered on the Company’s financial statements, or (iii) any matter that was either the subject matter of a “disagreement,” as described in Item 304(a)(1) of Regulation S-K, or a “reportable event.”

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Based on their evaluation as of the end of the period covered by this Annual Report on Form 10-K, the Board has determined these were deemed to not effective and has undertaken to address the shortcomings by:

adding additional and more qualified ~~staff~~staff;

asking for specific direction from the company’s accountants and ~~auditors~~auditors;

reviewing structure and procedures implemented by similarly situated publicly held ~~companies~~companies; and

changes in process prior to any further acquisition or financing ~~activity~~activity.

Management’s Annual Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. In making this assessment, management used the criteria set forth by the committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013 Framework). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the interim or annual financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

The Company’s management notes that the Company’s internal control over financial reporting was not effective as of December 31, ~~2016.~~2018.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified during our annual audit for ~~2016~~2018 were (i) lack of segregation of duties, (ii) lack of sufficient resources with SEC, generally accepted accounting principles (GAAP), especially with regards to equity based transactions and tax accounting expertise; ~~and~~ (iii) inadequate security over information ~~technology.~~technology, and (iv) lack of formal Control procedures related to the approval of related party transactions. Accordingly, management has determined that these control deficiencies constitute material weaknesses.

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Because of these material weaknesses, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, ~~2016.~~2018. This report does not include an attestation report of our registered public accounting firm regarding our internal controls over financial reporting. The disclosure contained under this Item 9A was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only the disclosure under this Item 8A in this annual report.

We believe that the material weaknesses as reported will eventually be fully remediated, upon being properly capitalized to hire the proper personnel for segregation of duties and SEC and GAAP accounting knowledge.

Management’s Report on Disclosure Controls and Procedures

The Company’s management has identified what it believes are material weaknesses in the Company’s disclosure controls and procedures. The deficiencies in the Company’s disclosure controls and procedures resulted in failures to timely file periodic reports within the time periods specified in the ~~SEC's~~SEC’s rules and forms.

The deficiencies in our disclosure controls and procedures included (i) lack of segregation of duties and (ii) lack of sufficient resources to ensure that information required to be disclosed by the Company in the reports that the Company files or submits to the SEC are recorded, processed, summarized, and reported, within the time periods specified in the ~~SEC's~~SEC’s rules and ~~forms.~~ forms, and (iii) lack of formal Control procedures related to the approval of related party transactions.

The Company intends to take corrective action to ensure that information required to be disclosed by the Company pursuant to the reports that the Company files or submits to the SEC is accumulated and communicated to the ~~Company's~~Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

ITEM 9B. OTHER INFORMATION

None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table and biographical summaries set forth information, including principal occupation and business experience about our directors and executive officers as of March ~~31, 2017:~~2019:

Name


~~Name~~	Age	~~Director Position and Offices~~	Board of Directors		Appointed		Resigned
~~Richard M Davis~~Dr. Jordan Balencic	67	31		Director	~~10/1/2012~~	~~1/19/2016~~
~~Ivan Berkowitz~~	57	~~Director~~	~~11/1/2013~~	~~1/19/2016~~
~~Jeffrey Cosman~~	45	~~Director~~	~~12/9/2015~~	~~4/11/2016~~
~~Stephen Keaveney~~	53	~~CEO, CFO, Chairman of the Board~~	~~12/9/2015~~	~~9/27/2016~~
~~William Ross~~	70	~~Director~~	~~1/29/2016~~	~~4/11/2016~~
~~James Driscoll~~	54	~~CEO, Chairman of the Board~~	~~4/11/2016~~	9/26/2016
~~Mr Phillip Crone~~		~~Director~~	~~5/25/2016~~	~~9/26/2016~~
~~Jack Healey~~		~~Director~~	~~8/2/2016~~	~~9/26/2016~~
~~Amy Lance~~	50	~~Chairman of the Board~~	~~9/26/2016~~	~~In Place~~
~~Mack Leath~~	59	~~Director, Secretary, Compensation Committee Member~~	~~9/26/2016~~	~~In Place~~
~~Jordan Balencic~~	30	~~Director~~	~~9/26/2016~~	~~In Place~~09/30/2018
James Czirr		63		Director	~~2/7/2017~~	~~In Place~~	¹
^{1) The event occurred after 12/31/2016.}02/7/2017			07/05/2018
Louis Deluca		59		Director		09/24/2018		12/04/2018
James P. Crone		54		Director, Secretary		10/15/2018		-
Mark Williams		58		Director		11/27/2018		03/04/2019
Ronald Riewold		71		Chairman of the Board		11/27/2018		-

Name		Age		Executive Officers		Appointed	Resigned

~~Name~~	~~Age~~	~~Management Position and Offices~~	~~Appointed~~	~~Resigned~~
~~Casey Gaetano~~	30	~~VP of Corporate Development~~	~~4/29/2016~~	~~9/26/2016~~
~~Gary Meyers~~	51	~~Chief Compliance Officer~~	~~7/6/2016~~	~~9/23/2016~~
~~Christopher Knauf~~	44	~~Chief Executive Officer~~	~~1/25/2017~~	~~In Place~~	¹
~~Louis Deluca~~	58	~~Chief Operations Officer~~	~~2/14/2017~~	~~In Place~~	¹
~~Susanne Leahy~~	48	~~Advisor~~	~~2/14/2017~~	~~In Place~~	¹
^{1) The event occurred after 12/31/2016.}
Louis Deluca		59		Chief Operations Officer		02/14/2017	12/04/2018
Louis Deluca		59		Interim CEO and Interim CFO		09/14/2018	10/15/2018
Dr. Jordan Balencic		31		Acting CEO and CFO		06/26/2017	09/30/2018
Jay Morton		51		President and Interim Chief Executive Officer		04/01/2018	09/14/2018
James P. Crone		54		President, Interim CFO		10/15/2018	-
Montraville Mark Williams		58		Chief Executive Officer, Chief Revenue Officer		11/27/2018	03/04/2019

Mr. Ronald Riewold | Chairman – Board of Directors

~~Richard H. Davis~~ ~~and~~~~Ivan Berkowitz~~ ~~were removed from~~joined the Board of Directors November 27, 2018. Mr. Riewold has extensive experience in operating and developing both public (Amex and NASDAQ) and private companies. Specifically, his expertise is in field or practice-level health care company operations. He was a top executive of six companies since 1978, three in the finance and real estate sector, and three in the health care and technology arena. Mr. Riewold has completed over fifty mergers in the health care industry.

After successfully growing a financial services company and real estate development company as CEO, Riewold entered the healthcare arena full time in 1996, as vice president of corporate development with Heart Labs of America, which became Medical Industries of America and later Cyber Care.

Upon leaving Cyber Care Riewold became a consultant for American Enterprise Solutions, Inc. a healthcare delivery system and Internet utility focusing on ~~January 19,2016. The removals were approved by~~connectivity in the healthcare industry from 1999 – 2001. Vice President to President and then Chief Executive Officer in a ~~majority~~short ten-month period.

In 2001, Mr. Riewold joined Pain Care Holdings as one of its original investors, President, Co-Chief Executive Officer and member of the ~~Company’s~~ board of directors. Riewold helped Pain Care rise from a start-up to an $80 million-dollar company that developed a process that protects by monitors patient including residents in nursing home/rehabilitation facilities or hospitals.

In 2008, he started Dynamic Real Estate Development as CEO focusing on development of medical buildings while partnering with physician groups and/or providing his expertise as a fee developer. His firm’s projects included surgery suites, urgent care facilities, and orthopedic offices.

From 2011 and to the present, Mr. Riewold founded and is President and CEO of Averlent Corporation, a national medication management initiative. In a few short months after its founding the company added several new clients including Accountable Care Organizations, larger group practices and over 500 Independent Physician Associations.

Mr. Riewold earned a bachelor’s degree from Florida State University 1970, and a Master of Business Administration from Temple University, 1972.

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Mr. James P. Crone | President, Interim Chief Financial Officer joined the Company October 15, 2018. Mr. Crone Age 54 is an expert in advertising and digital marketing.

He was a Partner with Ames Scullin O'Haire (ASO Advertising) from 2014 to 2018, where he was a subject matter expert in business strategy, operations, research, and digital marketing with responsibility for the business success of clients including Mitsubishi Electric Heating & Cooling, Georgia Aquarium, Mello Yello, Printpack, and Valor Hospitality. Mr. Crone successfully led the transition of an e-commerce client to a digitally-focused campaign resulting in 400%+ increase in ROI achieved by ~~a majority~~reducing cost per lead and increasing conversion rates and established the agency’s pay-per-click (PPC) and social media practices resulting in significant growth.

From 2008 until 2014, Mr. Crone was EVP, Managing Director at The Partnership of Atlanta, an Atlanta based firm focused on digital advertising and design. In this role Mr. Crone was responsible for leading new business initiatives resulting in some of the ~~Company’s shareholders through~~largest agency account wins in its 30-year history including Alere Healthcare, ATC Income Tax, Crowne Plaza, IHG Army Hotels, First Option Mortgage, Ferrari/Maserati Atlanta, Park ’N Fly, Peach Pass/SRTA, SkyView, and Southstar Energy. While there, Mr. Crone established agency’s first digital, social, and media teams with capabilities including: broadcast media buying, digital advertising, social media, and paid search.

Mr. Crone’s education includes a Master and Bachelor of Business Administration, from Pace University. Additionally, Mr. Crone attended the ~~written consent~~United States Military Academy, West Point and is a graduate of the ~~holders of~~United States Air Force (USAF) Air War College, Air Command and Staff College, and, Squadron Officers College professional military education programs. His volunteer work includes his position as a ~~majority of our issued and outstanding voting securities.~~

~~Jeff S. Cosman, Director-~~Mr. Cosman joined the Board on December 9, 2015 and resigned from the Board on April 11, 2106. From December 2010 to May 2015, Dr. Cosman was the Founder of Legacy Waste Solutions, LLC. From May 2014 to Present, Mr. Cosman is the CEO and Chairman of Meridian Waste Management, (Ticker: MRDN). Mr. Cosman holds a B.B.A. in Managerial Finance and Banking & Finance,Volunteer Director, Atlanta Ad Club as well as a ~~Bachelors of Accountancy from the University of Mississippi. Mr. Cosman was drafted by the New York Mets~~Group and ~~played professional baseball in the minor leagues from 1993-1996.~~

~~Phillip Crone-Director~~-Mr Crone joined the Board on May 25, 2016 and resigned his position on September 26, 2016. From July 2007 to April 2011, he worked with Marsh, the Insurance Brokerage, as Vice President of Sales in charge of developing relationships and contacts to stimulate new business. From April 2011 to August 2012, he joined The McCart Group, a regional insurance and health benefits broker in Duluth, Georgia, as Managing Director, Business Development and Growth. Mr. Crone holds a BS in Marketing from Southern Illinois University.

~~Stephen Keaveney, CEO, CFO, Chairman of the Board-~~Mr. Keaveney joined the Company on December 9, 2015 and resigned from all positions on September 27, 2016. From August 2014 to 2015, Mr. Keaveney was the Chief Financial Officer of Connectivity Wireless. From March 2013 to April 2014, Mr. Keaveney was CFO of Innotrac Corporation, an ecommerce fulfillment business (NASDAQ: INOC). Prior to that, from September 2010 to March 2013, Mr. Keaveney was the Chief Financial Officer of BeavEx, Inc., logistics business. Mr. Keaveney was a founder of eTel Group, a private equity backed rollup that acquired 13 telecom businesses in Eastern Europe and exited through a trade sale to Telecom Austria. He holds an MBA in Finance from Pepperdine University (1989), a BA in Accounting from Villanova University (1986) and is a Certified Public Accountant (CPA) in the State of Pennsylvania.

~~James Driscoll, CEO and Chairman of the Board~~-Mr. Driscoll joined the Board on April 15, 2016 and resigned September 26, 2016. Prior to joining the Company, he was CEO of Channel Terminals, LLC, which is involved in the oil industry serving international markets. He is also a member of the Board of Directors at Double Zero Recycling. He is an advisor to a number of companies including Funding University a peer-to-peer online lending platform for secondary education, HealPros, a health care logistics for health plans and health systems through a fully outsourced model of delivery. Previously he was President of Method Holdings, LLC from June 2011 until October 2013. Prior to that he was a Senior Partner with 1848 Capital Partner from January 2006 until June 2011. He has an MBA from Harvard University in 1991, and a BA from Bowdoin College in 1984.

~~Jack P. Healey-Director-~~ Mr Healey joined the Board on August 2, 2016 and resigned on September 26, 2016. Mr. Healey is the Chief Executive Officer, Bear Hill Advisory Group, LLC. Mr. Healey has more than 30 years of financial and operational expertise, including 15 years as CFO of a public company and over 16 years as an audit partner in a regional CPA firm. Mr. Healey is a member of the Business Advisory Board for the Lubin School of Accounting, Whitman School of Management, Syracuse University, and holds Board positions for several privately held and not for profit entities. He is a licensed Certified Public Accountant, is Certified in Financial Forensics and a Certified Fraud Examiner.

~~Amy Lance, Director,~~ joined the Board on September 26, 2016. She was appointed Chairman of Board and Interim CEO at that time. Ms. Lance has extensive experience business experience, as well as real estate related activities in the Southeastern, US. Amy Lance holds a BA in Business Management from the University of Georgia.

~~Mack Leath- Director~~, joined the Board on September 26, 2016. He was appointed Secretary of the Company and Interim President. Mr. Leath brings strong business executive experience with an emphasis on sales, marketing, and start up financing. Mack Leath has a BS in Business Administration from the North Carolina State University.

~~Jordan Balencic- Director~~, joined the Board on September 26, 2016. He is physician of internal medicine, entrepreneur and founder of businesses in the social marketing, telemedicine and web services areas. He graduated from Lake Erie College of Osteopathic Medicine in 2013, and has a B.S. from Gannon University in Biology. He belongs to numerous professional organizations and is involvedSquadron Commander with the ~~Veterans Administration as a primary care physician.~~

Georgia Wing Civil Air Patrol, the USAF Auxiliary.

~~Appointments Subsequent to December 31, 2016~~

~~Jim Czirr-Director-~~~~joined the Board on February 7, 2017.~~Mr. Czirr brings extensive experience of growing public and private companies. He has worked as an executive for several early stage development pharmaceutical companies. Mr Czirr serves on the Board of several public companies. Mr. Czirr received a B.B.A. degree from the University of Michigan.

~~Management Team~~

~~Casey Gaetano-VP of Corporate Business Development.~~ Casey Gaetano was appointed to the position of VP of Corporate Business Development as a result of the acquisition of P3 on April 29, 2016. Mr Gaetano was an executive of P3. Upon deconsolidation of the P3, Mr. Gaetano resigned from his position with the Company on September 26, 2016.

~~Gary Meyers-Chief Compliance Officer.~~ Gary Meyers was appointed to the position of Chief Compliance Officer on July 6, 2016. Gary Meyer, a pharmacist and former Compound Pharmacy owner with over 25 years of experience. Mr Meyers was terminated from his position on September 23, 2016.

~~Appointments Subsequent to December 31, 2016~~

~~Christopher Knauf – Chief Executive Officer~~- Mr. Knauf, age 44, was appointed CEO and CFO of the Company on January 25, 2017. He has extensive experience in omni channel integrations of design, manufacturing, retail and wholesale distribution. From 2014 to present, he has worked with small to mid-size companies and PE firms to reorganize companies to prepare for a sale to a strategic partner. From 2012 to 2014, He was CEO of Built NY, Inc. From 2004 to 2012, Mr Knauf was Head of Finance and Operations for the Global Consumer Product division of A+E Networks. From 2003 until 2004, Mr. Knauf was the CFO of Intermix, Inc., a high-end woman’s apparel retailer. From 1999 to 2003, Mr. Knauf was Director of Finance and Operations for the Internet and catalog division of Martha Stewart Living Omnimedia. His education includes an MBA in Finance from Fordham University and a BS in Finance from Fairfield University.

~~Louis Deluca - Chief Operations Officer~~-Mr. Deluca, age 58, was appointed to the position of Chief Operating Officer on February 14, 2017. Previously, he served as VP of Operations for Mondetta US, Inc. an online apparel designer and retailer, from 2015 to 2016. From 2012-2015, he served as the COO of The Ivory Company, a multichannel home décor retailer based in Atlanta, GA. From 2007 to present, Mr Deluca was the Founder and CEO of Marietta Sign Company, a manufacturer and designer of customer signage based in Atlanta, GA. From 1981 to 2007, he served as Director of Inventory Planning and Sourcing at The Home Depot. He received a Technical Drafting Certificate from Gwinnett Technical College in 1977 and studied Business Management at the University of Phoenix.

~~Susanne Leahy - Chief Financial Officer~~- On February 14, 2017, the Company engaged Ms. Leahy, age 48, as an Advisor, subject to certain conditions, and in the interim, a consultant to assist in the financial reporting and accounting of the Company. She has served as SVP of Finance and Operations for Cinedigm (NASDAQ:CIDM) from 2012 to 2016. From 2000 to 2012 she was the VP of Finance and Operations for New Video Group, a home entertainment distribution company in New York NY. Ms. Leahy received her BS degree in Accounting from New York Institute of Technology in 1995.

Arrangements for Nomination as Directors and Changes in Procedures for Nomination; Election of Directors

No arrangement or understanding exists between any director or nominee and any other persons pursuant to which any individual was or is to be selected or serve as a director. No director has any family relationship with any other director or with any of the Company’s executive officers. Holders of our Common Stock are entitled to one vote for each share held on all matters submitted to a vote of the stockholders, including the election of directors. Cumulative voting with respect to the election of directors is not permitted by our Certificate of Incorporation. Our Board of Directors shall be elected at the annual meeting of the shareholders or at a special meeting called for that purpose. Each director shall hold office until the next annual meeting of shareholders and until the director’s successor is elected and qualified.

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Involvement in Certain Legal Proceedings

During the last ten years, none of our Directors, persons nominated to become Directors, or executive officers were subject to any of the following events material to an evaluation of the ability or integrity of any such person:


●	A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

●	Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

●	Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

	➢	Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

	➢	Engaging in any type of business practice; or

	➢	Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

	●		Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) Item 401 of Regulation S-K, or to be associated with persons engaged in any such activity;

	●		Such person was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission (the “~~Commission~~”“Commission”) to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

	●		Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;


		●		Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:



	➢	Any Federal or State securities or commodities law or regulation; or

	➢	Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

	➢	Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

●	Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

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Committees

Our ~~Audit Committee consists~~full Board of ~~Ms. Lance, Mr. Leath, and Mr. Balencic, with Ms. Lance elected~~Directors acts as ~~Chairman of the~~our Audit Committee. Our Board of Directors has determined that ~~each of Ms. Lance, Mr. Leath, and Mr. Balencic are~~only Ronald Riewoldis “independent” as that term is defined under applicable SEC rules and under the current listing standards of the NASDAQ and NYSE MKT.

Our Audit Committee’s responsibilities include: (i) reviewing the independence, qualifications, services, fees, and performance of the independent auditors, (ii) appointing, replacing and discharging the independent auditor, (iii) pre-approving the professional services provided by the independent auditor, (iv) reviewing the scope of the annual audit and reports and recommendations submitted by the independent auditor, and (v) reviewing our financial reporting and accounting policies, including any significant changes, with management and the independent auditor.

Our ~~Compensation/Stock Option Committee consists of Ms. Lance, Mr. Leath, and Mr. Balencic, with Mr. Balencic elected as Chairman of the Committee. Our~~full Board of Directors ~~has determined that all the members are “independent” under the current listing standards of the NYSE MKT.~~acts as our Compensation/Stock Option Committee.

Our Compensation Committee has responsibility for assisting the Board of Directors with, among other things, evaluating and making recommendations regarding the compensation of our executive officers and directors, assuring that the executive officers are compensated effectively in a manner consistent with our stated compensation strategy, producing an annual report on executive compensation in accordance with the rules and regulations promulgated by the SEC, periodically evaluating the terms and administration of our incentive plans and benefit programs and monitoring of compliance with the legal prohibition on loans to our directors and executive officers.

Board Meetings; Committee Meetings; and Annual Meeting Attendance

~~During 2016, the Board of Directors held telephonic meetings and in person meetings. Each regular meeting was attended by all of a majority of the Board members.~~

The Board does not have a policy regarding director attendance at annual meetings. We did not have an in-person annual meeting of shareholders in ~~2016. Our Board is committed to an annual meeting format and hopes to set a schedule before the end of the second quarter of 2017.~~2017 or 2018.

Shareholder Recommendations for Board Nominees

The Board does not have a Governance or Nominating Committee that is tasked with identifying individuals qualified to become Board members and recommending to the Board the director nominees for the next annual meeting of shareholders. Until such committee is formed, shareholder recommendations for Board nominees are directed to the entire Board, who considers the qualifications of the person recommended based on a variety of factors, including:


	●	the appropriate size and the diversity of our Board;


	●	our needs with respect to the particular talents and experience of our directors;


	●	the knowledge, skills and experience of nominees, including experience in technology, business, finance, administration or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board;


	●	experience with accounting rules and practices;


	●	whether such person qualifies as an “~~audit~~“audit committee financial ~~expert~~”expert” pursuant to the SEC Rules;


	●	appreciation of the relationship of our business to the changing needs of society; and


	●	the desire to balance the considerable benefit of continuity with the periodic injection of the fresh perspective provided by new members.

Compliance with Section 16(A) of the Exchange Act

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a). During ~~2016,~~2018, the Company’s officers and directors had the following late filings:

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~~Directors:~~Louis Deluca, Chief Operating Officer, from February 14, 2017 to December 4, 2018 and member of the board from September 24, 2018 to December 4, 2018, was issued 576,923 shares of common stock on January 31, 2018 and to the best of the Company’s knowledge filed the proper form.

~~Jeffery Cosman~~James Morton, President, from April 1, 2018 to September 14, 2018, was issued 500,000 shares of common stock on April 1. 2018 (400,000 of these shares were subsequently cancelled in 2019) and to the best of the Company’s knowledge filed the proper form.

James Morton, President, from April 1, 2018 to September 14, 2018, was issued 100,000 shares of common ~~shares~~stock on ~~December 9, 2015. He~~June 13. 2018 and to the best of the Company’s knowledge filed the ~~related Form 3 on January 27, 2016.~~proper form.

~~Stephen Keaveney~~Jordan Balencic, who was Director and chairman of the Board from September 26, 2016 to September 30, 2018 and acting CEO and CFO from June 26, 2017 to September 30, 2018, was issued ~~3,488,990~~100,000 shares of common stock on June 14, 2018 and to the best of the Company’s knowledge filed the proper form.

James Czirr, who was a Director from February 7, 2017 to July 5, 2018, was issued 100,000 shares of common stock on June 14, 2018 and to the best of the Company’s knowledge filed the proper form.

Louis Deluca, Chief Operating Officer, from February 14, 2017 to December 4, 2018 and member of the board from September 24, 2018 to December 4, 2018, was issued 369,500 shares of common stock on July 24, 2018 and to the best of the Company’s knowledge filed the proper form.

James Morton, President, from April 1, 2018 to September 14, 2018, was issued 312,499 shares of common stock on July 24. 2018 and to the best of the Company’s knowledge filed the proper form.

James Crone, President and a Director, was issued 100,000 shares of common stock on September 24, 2018 and to the best of the Company’s knowledge filed the proper form.

Louis Deluca, Chief Operating Officer, from February 14, 2017 to December 4, 2018 and member of the board from September 24, 2018 to December 4, 2018, was issued 100,000 shares of common stock on September 24, 2018 and to the best of the Company’s knowledge filed the proper form.

James Crone, President and a Director, was issued 600,000 shares of common stock on October 15, 2018 and to the best of the Company’s knowledge filed the proper form.

Ronald Riewold, Chairman of the Board, was issued 100,000 shares of common stock on November 27, 2018 and to the best of the Company’s knowledge filed the proper form.

Mark Williams, Chief Executive Officer, Chief Revenue Officer and Director, was issued 600,000 shares of common stock on November 27, 2018 and to the best of the company’s knowledge filed the proper form.

Ronald Riewold, Chairman of the Board, was issued 25,000 shares of common stock on December 31, ~~2015. He~~2018 and to the best of the company’s knowledge filed the ~~related Form 3 on February 9, 2016.~~proper form.

~~William Ross~~Mark Williams, Chief Executive Officer, Chief Revenue Officer and Director, was issued ~~140,000 restricted~~85,000 shares of common ~~shares~~stock on ~~January 19, 2016. He~~December 31, 2018 and to the best of the company’s knowledge filed the ~~related Form 3 on February 9, 2016.~~proper form.

~~Jack Healey was issued 100,000 restricted common shares on August 2, 2016. At the time~~

Table of ~~this filing, he has not yet filed a Form 3.~~
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Mack Leath was issued 100,000 restricted common shares on September 26, 2016. He filed the related Form 3 on March 15, 2017. Mr Leath was issued an additional 100,000 restricted common shares on December 30, 2016. On February 14, 2017, Mr Leath was also issued 85,714 restricted common shares. On March 20, 2017, Mr. Leath filed the related Form 4 for the additional shares.

~~Amy Lance was issued 100,000 on September 26, 2017. Ms. Lance was also issued an additional 100,000 restricted common shares on December 30, 2016. She filed the related Form 3 on March 17, 2017.~~

~~James Czirr was issued 100,000 restricted common shares on February 7, 2017. He filed the related Form 3 on March 15, 2017.~~

·
Jordan Balencic was issued 100,000 on September 26, 2016. He filed a Form 3 on February 22, 2017. Mr Balencic was issued 100,000 restricted common shares on December 30, 2016 and 25,000 restricted common shares on January 24, 2017. He filed the related Form 4 on February 22, 2017.

~~Officers:~~
·
Casey Gaetano acquired 340,000 restricted common shares on April 29, 2016. He also was issued an additional 125,000 restricted common shares on April 29, 2016. As of the date of this filing, he has yet to file a Form 3.
·
Christopher Knauf was issued 100,000 restricted common shares on December 30, 2016. He filed a Form 3 on March 16, 2017. Mr. Knauf was issued 500,000 restricted common shares on January 25, 2017. He filed a Form 4 on March 16, 2017.
·
~~Louis Deluca was issued 500,000 restricted common shares on February 14, 2017. He filed the related Form 3 on March 7, 2017.~~
·
Susanne Leahy was issued 500,000 restricted common shares on February 14, 2017. As of the date of this filing, Ms. Leahy has not yet filed a related Form 3 as she has not officially begun her role as an officer of the Company.

~~We intend to provide further education to our newest team and put into place alerts and legal advisors to assist them in knowing their need to file timely.~~

Code of Ethics

We have adopted a Code of Business Conduct and Ethics, which applies to our Board of Directors, our executive officers and our employees, and outlines the broad principles of ethical business conduct we adopted, covering subject areas such as:

·
●Compliance with applicable laws and regulations
·
●Handling of books and records
·
●Public disclosure reporting
·
●Insider trading
·
●Discrimination and harassment
·
●Health and safety
·
●Conflicts of interest
·
●Competition and fair dealings
·
●Protection of Company asset

A copy of our Code of Business Conduct and Ethics will be provided without charge to any person submitting a written request to the attention of the Chief Executive Officer at our principal executive office.

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ITEM 11. EXECUTIVE COMPENSATION
Summary of Executive Compensation

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the ~~compensation of the Company’s current Chief Executive Officers and other~~named executive officers ~~serving as such whose annual compensation exceeded $40,000, for services in all capacities to~~paid by us during the Company in 2016, except as otherwise indicated. The value attributable to any option awards is computed in accordance with FASB ASC Topic 718. The assumptions made in the valuations of the option awards are included in Note 8 of the Notes to Consolidated Financial Statements appearing earlier in this report.

S~~ummary of Executive Compensation Chart~~


Delaware		87-0496850

(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification Number)


	a.	~~Some sell basic OTC medications and provide “delivery only”, and most users rely on insurance reimbursement for payment;~~
	b.	Some are “value added resellers”, using OTC recognized medications, then repackaging, or using combinations, to personalize the product for the client. While vet based is a cash business, the human side is largely insurance reliant;
	c.	Some are like “OEM manufacturers”, like a generic drug maker, starting with basic, non-productized materials, and creating both standard and fully customized “novel” formulations for specific maladies and needs. These are more often cash clients, and this approach is well accepted in the pet area, and becoming more accepted for people as alternatives to OTC, and for cash buyers seeking lower cost;
	d.	~~We believe a mix of these can serve the need to drive costs down, and allow innovative approaches to improve patient results.~~


	a.	~~Some sell basic OTC medications and provide “delivery only”, and most users rely on insurance reimbursement for payment;~~
	b.	Some are “value added resellers”, using OTC recognized medications, then repackaging, or using combinations, to personalize the product for the client. While vet based is a cash business, the human side is largely insurance reliant;
	c.	Some are like “OEM manufacturers”, like a generic drug maker, starting with basic, non-productized materials, and creating both standard and fully customized “novel” formulations for specific maladies and needs. These are more often cash clients, and this approach is well accepted in the pet area, and becoming more accepted for people as alternatives to OTC, and for cash buyers seeking lower cost;
	d.	~~We believe a mix of these can serve the need to drive costs down, and allow innovative approaches to improve patient results.~~


PAGE

4635	REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

4836	CONSOLIDATED BALANCE SHEETS

4937	CONSOLIDATED STATEMENTS OF OPERATIONS ~~AND COMPREHENSIVE LOSS~~

5038	CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

5139	CONSOLIDATED STATEMENTS OF CASH FLOWS

5340	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


		December 31,	December 31,
		2016	2015
ASSETS
Current assets
	Cash	-	28,185
	Prepaid expenses and other current assets	1,875	17,000
	Total current assets	1,875	45,185


TOTAL ASSETS		1,875	45,185

LIABILITIES
Current liabilities

	Accounts payable	589,229	414,463
	Accounts payable - related party	106,866	-
	Accrued interest	31,021	14,918
	Accrued liabilities	84,488	13,325
	Convertible notes payable, in default	256,270	122,167
	Total current liabilities	1,067,874	564,873


TOTAL LIABILITIES		1,067,874	564,873

Commitments and Contingencies

STOCKHOLDERS' DEFICIT
	Preferred stock, $0.01 par value - 100,000,000 share authorized, none issued and outstanding as of December 31, 2016 and 2015	-	-
	Common stock, $0.01 par value - 500,000,000 share authorized, 17,436,666 and 11, 765,000 shares issued and outstanding at December 31, 2016 and 2015 respectively;	174,367	117,650
	Additional paid-in-capital	4,261,748	3,917
	Stock Payable	20,000
	Accumulated deficit	(5,522,114)	(641,255)

Total Stockholders' Deficit		(1,065,999)	(519,688)

TOTAL LIABILTIES AND STOCKHOLDERS' DEFICIT		1,875	45,185


	a.	According to one estimate, in 2014 veterinarians accounted for 58 percent of sales of pet medications, with brick and mortar retailers accounting for 28 percent and Internet/mail order retailers accounting for 13 percent;
	b.	~~Approximately 65 percent of U.S. household’s own pets, the most common being dogs and cats, which equates to 79.7 million homes;~~
	c.	In 2014, Americans spent approximately $58 billion on their pets, including food, supplies, veterinary care, prescription and over the counter medication and other pet services and products. This figure represents tremendous growth since 2001, when comparable expenditures totaled $28.5 billion;
	d.	In 2013, retail sales of prescription and non-prescription medications for dogs and cats was estimated at $7.6 billion. U.S. retail sales of companion animal pet medications are expected to grow to $10.2 billion by 2018, reflecting a compound annual growth rate of circa 5 percent;
	e.	~~U.S. manufacturer sales of companion animal pet medications have been estimated at $3.7 billion to $4 billion annually.~~


	●	~~We will not be required to comply with the auditor attestation over internal control requirements under §404(b) of the Sarbanes-Oxley Act of 2002 (~~“~~SOX~~”).

	●	~~We may elect to comply with the following scaled-back executive compensation disclosure requirements (~~“~~Reduced Executive Compensation Disclosures~~”): (a) EGCs are not required to comply with the annual “say on pay” and “say on golden parachute” advisory voting requirements and rules promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), (b) EGCs are not required to include the disclosures that will be required under future rules to be promulgated under the Dodd-Frank Act as to the relationship between executive compensation and company performance, and the ratio of CEO pay to median employee pay, and (c) EGCs may elect to provide the same level of executive compensation disclosures as required by Smaller Reporting Companies (as defined under Rule 12b-2 promulgated under the Exchange Act and referred to herein as “SRCs”), which includes, among other things, the omission of Compensation Disclosure and Analysis discussion, inclusion of fewer tables, and disclosure of compensation for only the CEO and the two next highest paid officers.

	●	We may elect on a one-time basis not to comply with new or revised accounting principles that apply to public companies, as long as we comply once the rules become applicable for private companies. We are required to make an irrevocable election which will continue for so long as we retain our status as an EGC status.

	●	~~We will not be required to comply with any Public Company Accounting Oversight Board rules regarding mandatory audit firm rotation and auditor discussion and analysis should such rules be adopted.~~


Quarter ended	High		Low
31-Mar-16	$	2.38	$	0.83
30-Jun-16	$	3.48	$	0.51
30-Sep-16	$	0.80	$	0.16
31-Dec-16	$	0.31	$	0.11

Quarter ended	High		Low
31-Mar-15	$	9.09	$	9.09
30-Jun-15	$	2.02	$	2.02
30-Sep-15	$	2.01	$	2.02
31-Dec-15	$	1.01	$	1.01


	●	~~we intend to grow regionally, building regional distribution centers, expand sales and marketing with eventually with a national presence;~~
	●	~~we intend to acquire multiple libraries of compounding formulations in the process, recognizing that:~~ ~~some are tailored for local needs;~~
	●	~~some will have regional markets with expanded marketing;~~
	●	~~some can become nationally accepted, and further~~ “~~productized~~” ~~solutions;~~
	●	~~in all cases, we intend to drive the costs down when compared to alternatives from~~ “~~big pharma~~”.

	December 31,			December 31,
	2018			2017
ASSETS
Current assets
Cash and cash equivalents	$	1,304		$	-
Prepaid expenses		2,500			-
Total current assets		3,804			-
Total Assets	$	3,804		$	-

LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS' EQUITY
Current liabilities

Accounts payable	$	794,466		$	766,356
Accrued liabilities		117,085			147,894
Due to related parties		13,948			91,066
Accrued interest		60,381			50,665
Notes payable		30,000			-
Convertible notes payable, net of discount of $86,520 and $0		247,590			60,000
Convertible note payable, in default		196,270			196,270
Note payable, related party – current portion		75,000			75,000
Total current liabilities		1,534,740			1,387,251

Note payable, related party – non-current portion		123,000			-

Total Liabilities		1,657,740			1,387,251

Commitments and contingencies		-			-

Stockholders' equity (deficit)

Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued or outstanding as of December 31, 2018 and 2017		-			-
Common stock, $0.01 par value, 500,000,000 shares authorized, 31,598,236 and 18,930,874 shares issued and outstanding as of December 31, 2018 and 2017		315,982			189,309
Additional paid-in capital		5,684,208			4,659,713
Stock payable		37,186			39,886
Accumulated deficit		(7,691,312	)		(6,276,159	)
Total (deficiency in) stockholders' equity (deficit)		(1,653,936	)		(1,387,251	)

Total liabilities and stockholders' equity	$	3,804		$	-

	For the			For the
	Year Ended			Year Ended
	December 31,			December 31,
	2018			2017

Revenue	$	-		$	-

Operating expenses:
General and administrative		1,315,663			699,957

Total operating expenses		1,315,663			699,957

Net Operating Loss		(1,315,663	)		(699,957	)

Other income (expense):
Interest expense		(66,630	)		(54,088	)
Gain (loss) on conversion of liabilities		(32,860	)		-
Total other expense		(99,490	)		(54,088	)

Loss before provision for income taxes		(1,415,153	)		(754,045	)

Provision for income taxes		-			-

Net loss	$	(1,415,153	)	$	(754,045	)

Net loss per share - basic	$	(0.06	)	$	(0.04	)

Net loss per share - diluted	$	(0.06	)	$	(0.04	)

Weighted average shares outstanding - basic		25,101,167			17,766,522

Weighted average shares outstanding - diluted		25,101,167			17,766,522


			For the Twelve Months Ended
			December 31	December 31
			2016	2015

Operating Expenses:

	Selling, general and administrative		4,405,163	64,756
		Total operating expenses	4,405,163	64,756

Operating Loss from Continuing Operations			(4,405,163)	(64,756)

	Interest expense		(269,367)	(896)
	Loss on liability conversion to common shares		(206,329)	-
Net Loss From Continuing Operations			(4,880,859)	(65,652)

Discontinued Operations (Note 3):
	Net Loss from discontinued operations, net of tax		-	(337,362)
	Other comprehensive gain, net of tax		-	24,815
Comprehensive Loss from Discontinued Operations			-	(312,547)

Net Loss			(4,880,859)	(403,014)
Comprehensive Loss			$ (4,880,859)	$ (378,199)

Net Loss from Continuing Operations Per Share – Basic and Diluted			$ (0.35)	$ (0.11)
Net Loss from Discontinued Operations Per Share – Basic and Diluted			$ (0.00)	$ (0.55)
Net Loss Per Share – Basic and Diluted			$ (0.35)	$ (0.66)


Weighted Average Number of Shares Outstanding During the Period - Basic and Diluted			13,760,888	612,053

	Common Stock								Stock			Accumulated
	Shares			Amount			Paid-in Capital		Payable			Deficit			Total

Balance at December 31, 2016		17,436,666		$	174,367		$	4,261,748	$	20,000		$	(5,522,114	)	$	(1,065,999	)

Stock issued for cash		250,000			2,500			44,500		-			-			47,000
Stock issued for services		2,113,637			21,136			222,462		17,936			-			261,534
Stock issued for extension of debt		65,000			650			8,173		1,950			-			10,773
Stock issued for conversion of accounts payable		1,215,571			12,156			96,830		-			-			108,986
Imputed interest		-			-			4,500		-			-			4,500
Stock returned for cancellation by prior officer		(2,150,000	)		(21,500	)		21,500		-			-			-
Net loss		-			-			-		-			(754,045	)		(754,045	)

Balance at December 31, 2017		18,930,874		$	189,309		$	4,659,713	$	39,886		$	(6,276,159	)	$	(1,387,251	)

Stock issued for services		6,149,420			61,494			396,743		(2,700	)		-			455,537
Stock issue for conversion of accounts payable and accrued expenses		6,517,942			65,179			544,658		-			-			609,837
Imputed interest		-			-			9,000		-			-			9,000
Debt discount due to issuance of warrants		-			-			74,095		-			-			74,095
Net loss		-			-			-		-			(1,415,153	)		(1,415,153	)

Balance December 31, 2018		31,598,236		$	315,982		$	5,684,208	$	37,186		$	(7,691,312	)	$	(1,653,936	)


	Preferred Shares	Preferred Stock	Common Shares	Common Stock	Additional Paid-in Capital Deficit	Accumulated Comprehensive Loss	Stock Payable	Accumulated Deficit	Total Stockholders' Deficit
Balance at December 31, 2014	$ -	$ -	$ 542,605	$ 5,480	$ 14,220,267	$ 17,974	$ -	$ (16,508,167)	$ (2,264,446)
Issuance of Trunity Holdings, Inc. preferred stock for acquisition of Newco4pharmacy, LLC, net of issuance costs	1,000	-	-	-	106,900	-	-	-	106,900
Exchange of Trunity Holdings, Inc. preferred stock for True Nature Holding, Inc. common stock	(1,000)	-	10,000,000	100,000	(100,000)	-	-	-	-
Common stock issued upon conversion of debenture prior to Spin-Out	-	-	87,383	883	141,631	-	-	-	142,514
Discount related to issuance of debt with warrants and allocated fair value to beneficial conversion feature prior to Spin-Out	-	-	-	-	274,122	-	-	-	274,122
Stock compensation expense - discontinued operations	-	-	-	-	151,708	-	-	-	151,708
Gain on extinguishment of debt – discontinued operations	-	-	-	-	(1,867,428)	-	-	-	(1,867,428)
Foreign currency translation gain – discontinued operations	-	-	-	-	-	24,815	-	-	24,815
Common stock issued for conversion of debt	-	-	742,098	7,421	(7,421)	-	-	-	-
Common stock issued for satisfaction of payables	-	-	189,305	1,893	(1,893)	-	-	-	-
Common stock issued to Spin-Out Company, Trunity Inc.	-	-	203,293	2,033	(2,033)	-	-	-	-
Shares issued and adjustments related to reverse split	-	-	316	(60)	60	-	-	-	-
Net loss from discontinued operations, net of tax	-	-	-	-	-	-	-	(337,362)	(337,362)
Spin-out adjustment	-	-	-	-	(12,915,913)	(42,789)	-	16,269,926	3,311,224
Stock compensation expense - continuing operations	-	-	-	-	3,917	-	-	-	3,917
Net loss from continuing operations	-	-	-	-	-	-	-	(65,652)	(65,652)
Balance at December 31, 2015	$ -	$ -	$ 11,765,000	$ 117,650	$ 3,917	$ -	$ -	$ (641,255)	$ (519,688)

Sale of common stock, net of issuance costs	-	-	120,000	1,200	49,800	-	-	-	51,000
Beneficial conversion features	-	-	-	-	67,062	-	-	-	67,062
Stock based compensation	-	-	4,070,000	40,700	3,337,035	-	-	-	3,377,735
Common stock and warrants issued and payable for debt discount	-	-	15,000	150	118,601	-	20,000	-	138,751
Net loss	-	-	-	-	-	-	-	(4,880,859)	(4,880,859)
Common stock issued for conversion of debt	-	-	400,000	4,000	116,000	-	-	-	120,000
Common stock issued for the conversion of payables	-	-	1,066,666	10,667	569,333	-	-	-	580,000
Balance at December 31, 2016	$ -	$ -	$ 17,436,666	$ 174,367	$ 4,261,748	$ -	$ 20,000	$ (5,522,114)	$ (1,065,999)


		Year Ended		Year Ended
		December 31,		December 31,
		2016		2015
Cash Flows from Operating Activities:
Net Loss from Continuing Operations	$	(4,880,859)	$	(65,652)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		3,377,736		3,917
Loss on payable conversion		190,000		-
Debt discount amortization		249,592		-
Loss on debt conversion		16,329		-
Changes in operating assets and liabilities:
Accounts payable		564,766		(4,316)
Prepaid Expense		15,125		(17,000)
Accrued liabilities		74,028		-
Accounts payable-related parties		106,866		-
Accrued interest		16,909		4,336
Net Cash Used in Operating Activities	$	(269,508)	$	(78,715)
Cash Flows from Investing Activities:
Purchase of fixed assets		-		-
Net Cash Used in Investing Activities	$	-	$	-
Cash Flows from Financing Activities
Repayment of convertible note		(67,677)		-
Proceeds from issuance of convertible note payable, net		258,000		-
Sale of common stock, net of issuance costs		51,000		-
Proceeds received from issuance of preferred stock resulting from transaction with Newco4pharmacy		-		106,900
Net Cash Provided by Financing Activities	$	241,323	$	106,900
Discontinued Operations:
Operating activities		-		(287,725)
Investing activities		-		(108,812)
Financing activities		-		398,838
Net Increase (Decrease) in Cash and Cash Equivalents for Discontinued Operations		-		2,301
Net Increase in Cash and Cash Equivalents for Continuing Operations		(28,185)		28,185
Cash, Beginning of Period		28,185		14,119
Cash to Spin Out		-		(16,420)
Cash, End of Period	$	-	$	28,185



Non-cash Investing and Financing Transactions:

Beneficial conversion feature	$	67,062	$	-
Conversion of debt to common stock	$	103,671	$	-
Exchange of Trunity Holdings, Inc. preferred stock for True Nature Holding, Inc. common stock	$	-	$	100,000
Common stock issued upon conversion of debenture prior to spin-out	$	-	$	142,514
Discount related to issuance of debt with warrants and allocated fair value to beneficial conversion feature prior to spin-out	$	-	$	274,122
Stock compensation expense- discontinued operations	$	-	$	151,708
Gain on extinguishment of debt – discontinued operations	$	-	$	(1,867,428)
Foreign currency translation gain – discontinued operations	$	-	$	24,815
Common stock issued for conversion of debt- discontinued operations	$	-	$	7,421
Common stock issued for conversion of payables	$	390,000	$	1,893
Common stock issued to spin-out company, Trunity, Inc.	$	-	$	2,033
Shares issued and adjustments related to reverse split	$	-	$	60
Spin out adjustment	$	-	$	16,269,926
Trunity Holdings, Inc. liabilities assumed by True Nature Holding, Inc.	$	-	$	441,511
Discount cost related to issuance of debentures, warrants and convertible notes	$	138,750	$	-


	●	future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts, and acquired developed technologies and patents; and



	~~For the Year ending~~ ~~December 31,~~
	~~2015~~
~~Net Sales~~		$ ~~464,786~~
~~Cost of sales~~		~~220,228~~
~~Gross Profit~~		~~244,558~~

~~Operating Expenses:~~
~~Research and development~~		~~734,985~~
~~Selling, general and administrative~~		~~938,799~~
~~Total operating expenses~~		~~1,673,784~~

~~Operating Loss from Discontinued Operations~~		~~(1,429,226)~~

~~Other Expense:~~
~~Interest expense, net~~		~~(775,564)~~
~~Disposal on fixed assets~~		—
~~Gain (Loss) on debt extinguishment~~		~~1,867,428~~

~~Net Loss from Discontinued Operations~~		$ ~~(337,362)~~

~~Other Comprehensive Gain Net of Tax:~~
~~Foreign currency translation adjustments~~		~~24,815~~
~~Comprehensive Loss from Discontinued Operations~~		$ ~~(312,547)~~


	Shares			Weighted- Average Exercise Price ($)		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value ($)
Outstanding at December 31, 2015			67,879	$	21.40		7.17		—
Granted			1,000,000		1.75		5.00		—
Cancelled		(1,000,000)			1.75		5.00		—

Outstanding at December 31, 2016			67,879	$	21.40		6.42		—

Exercisable at December 31, 2016			67,879	$	21.40		6.42		—


										Salary		Bonus		Stock Awards		Options Awards		Others		Total
Name		Position and Offices		Appointed		Resigned		Year		($)		($)		($)		($)		($)		Compensation
Stephen Keaveney		CEO, CFO, Chairman of the Board		12/9/2015		9/27/2016		2016		$ -		$ -		$ -		$ -		$ -		$ -

James Driscoll		CEO, Chairman of the Board of Directors		4/11/2016		9/26/2016		2016		$ -		$ -		$ 314,680		$ -		$ -		$ 314,680

Casey Gaetano		VP of Corporate Development		4/29/2016		9/26/2016		2016		$ -		$ -		$ 435,000		$ -		$ -		$ 435,000

Gary Meyers		Chief Compliance Officer		7/6/2016		9/23/2016		2016		$ -		$ -		$ 28,500		$ -		$ -		$ 28,500

Christopher Knauf		Chief Executive Officer		1/25/2017		In Place		2016		$ -		$ -		$ 19,000		$ -		$ -		$ 19,000		¹

Louis Deluca		Chief Operating Officer		2/14/2017		In Place		2016		$ -		$ -		$ -		$ -		$ -		$ -		¹

Susanne Leahy	Advisor		2/14/2017		Q2 2017		2016		$ -		$ -		$ -		$ -		$ -		$ -		¹
^{1) These events occurred subsequent to December 31, 2016}

														Nonqualified
												Non-Equity		Deferred		All
								Stock		Options		Incentive Plan		Compensation		Other
Name and Principal			Salary		Bonus			Awards		Awards		Compensation		Earnings		Compensation		Total
Position	Year		($)		($)			($)		($)		($)		($)		($)		($)
James Crone	2017
	2018	(g)		20,833			(h)		37,147										57,980
Dr. Jordan Balencic	2017	(a)		-		-			-		-		-		-		-		-
	2018	(a)							92,055										92,055
Louis Deluca	2017	(b)		89,560		-			11,088		-		-		-		-		100,648
	2018
Thomas Burnell	2017	(c)		-		-			8,000		-		-		-		-		8,000
	2018
Peter Nicosia	2017	(d)		25,000					-				-						25,000
	2018
Christopher Knaupf	2017	(e)		33,333		-			-		-		-		-		-		33,333
	2018
Jay Morton	2017
	2018	(f)		10,200					25,000										35,200


							Non-Equity	Nonqualified
				Earned Fees	Stock	Options	Incentive Plan	Deferred	All other	Total
Name	Appointed	Resigned	Year	or Paid in Cash	Awards	Awards	Compensation	Compensation	Compensation	Compensation
Richard M Davis	10/1/2012	1/19/2016	2016	$ -	$ -	$ -	$ -	$ -	$ -	$ -
Ivan Berkowitz	11/1/2013	1/19/2016	2016	$ -	$ -	$ -	$ -	$ -	$ -	$ -
Dr William Ross	1/29/2016	4/11/2016	2016	$ -	$ 145,000	$ -	$ -	$ -	$ -	$ 145,000
Dr Jeffrey Cosman	12/9/2015	4/11/2016	2016	$ -	$ -	$ -	$ -	$ -	$ -	$ -
Jack Healey	8/2/2016	9/26/2016	2016	$ -	$ 43,000	$ -	$ -	$ -	$ -	$ 43,000
Mr Phillip Crone	5/25/2016	9/26/2016	2016	$ -	$ 235,000	$ -	$ -	$ -	$ -	$ 235,000
Amy Lance	9/26/2016	In Place	2016	$ 12,000	$ 46,999	$ -	$ -	$ -	$ -	$ 58,999
Mack Leath	9/26/2016	In Place	2016	$ 12,000	$ 46,999	$ -	$ -	$ -	$ -	$ 58,999
Jordan Balencic	9/26/2016	In Place	2016	$ -	$ 46,999	$ -	$ -	$ -	$ -	$ 46,999
James Czirr	2/7/2017	In Place	2017	$ -	$ 22,000	$ -	$ -	$ -	$ -	$ 22,000	¹
^{1) The event occurred after 12/31/2016.}

									Nonqualified
	Fees Earned						Non-Equity		Deferred		All
	or Paid		Stock		Options		Incentive Plan		Compensation		Other
	in Cash		Awards		Awards		Compensation		Earnings		Compensation		Total
Name	($)		($)		($)		($)		($)		($)		($)
Jordan Balencic(a)		-		9,160		-		-		-		-		9,160
James Czirr(b)		-		9,160		-		-		-		-		9,160
Louis Deluca(c)				12,850										12,850
James P. Crone				12,850										12,850
Mark Williams(d)				10,000										10,000
Ronald Riewold				11,000										11,000


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership of shared owned	Percentage of Class
Frank Lightmas, Individual	1,052,857	6.1%

Executive Officers and Directors
Richard M Davis	4,951	0.0%
Ivan Berkowitz	8,719	0.1%
Dr William Ross	140,000	0.8%
The “Gaetano Group” SEE NOTE 3	465,000	2.7%
Steve Keaveney SEE NOTE 2	338,900	2.0%
James Driscoll SEE NOTE 1	300,000	1.7%
Jack Healey	100,000	0.6%
Phillip Crone	100,000	0.6%
Amy Lance	200,000	1.2%
Mack Leath	285,714	1.7%
Jordan Balencic	225,000	1.3%
James Czirr	300,000	1.7%
Christopher Knauf	600,000	3.5%
Louis Deluca	500,000	2.9%
Susanne Leahy	500,000	2.9%
Officers and Directors as a group (7)	2,610,714	15.2%

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership of Common Shares owned		Percentage of Class

James P. Crone (President and Interim CFO)		900,000		2.80	%
Ronald Riewold (Director)		225,000		0.70	%
Officers and Directors as a group (2 Persons)		1,125,000		3.50	%


	●	~~the director is, or in the past three years has been, employed by the Company or any of its subsidiaries;~~

	●	~~the director has an immediate family member who is, or in the past three years has been, an executive officer of the Company or any of its subsidiaries;~~

	●	~~the director, or a member of the director~~’~~s immediate family, has received payments from the Company of more than $120,000 during any period of twelve consecutive months within the past three years other than for service as a director;~~

	●	~~the director, or a member of the director~~’s immediate family, is a current partner of our independent auditors, or is, or in the past three years, has been, employed by our independent auditors in a professional capacity and worked on the Company’~~s audit;~~

	●	~~the director, or member of the director~~’~~s immediate family, is, or in the past three years has been, employed as an executive officer of a Company where the Company~~’~~s executive officer serves on the compensation committee; or~~

	●	~~the director, or a member of the director~~’s immediate family, is a partner in, or a controlling stockholder or an executive officer of, an entity that makes payments to or receive payments from the Company in an amount which, in any fiscal year during the past three years, exceeds the greater of $200,000 or 5% of the other entity’s consolidated gross revenues.



~~10.19~~		Stock Purchase Agreement between dated as of January 24, 2012 by and among George Norman, Donna Norman, Lane Clissold, Trunity Holdings, Inc. and Trunity, Inc. (incorporated herein by reference to Exhibit 10.3 filed as part of the Company’~~s Form 8-K dated January 24, 2012 (Commission File No. 000-53601)).~~

~~10.20~~		Agreement and Plan of Merger, dated as of January 24, 2012 by and among Brain Tree International, Inc. and Trunity Holdings, Inc. (incorporated herein by reference to Exhibit 10.4 filed as part of the Company’~~s Form 8-K dated January 24, 2012 (Commission File No. 000-53601)).~~



14		~~Code of Ethics (incorporated herein by reference to Exhibit 14 filed as part of the Company~~’~~s Form 10-K for the year ended December 31, 2012 (Commission File No. 000-53601)).~~

21		~~Subsidiaries of the Company (incorporated herein by reference to Exhibit 21 filed as part of the Company~~’~~s Form 10-K for the year ended December 31, 2012 (Commission File No. 000-53601)).~~

31.1 *		~~Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

31.2 *		~~Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

32.1 *		~~Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

101.INS *		~~XBRL INSTANCE DOCUMENT~~

101.SCH *		~~XBRL TAXONOMY EXTENSION SCHEMA~~

101.CAL *		~~XBRL TAXONOMY EXTENSION CALCULATION LINKBASE~~

101.DEF *		~~XBRL TAXONOMY EXTENSION DEFINITION LINKBASE~~

101.LAB *		~~XBRL TAXONOMY EXTENSION LABEL LINKBASE~~

101.PRE *		~~XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE~~

10.30	Common Stock Purchase Warrant issued on December 19, 2018 to Crown Bridge Partners, LLC.	8-K	10.6	1/14/2019

10.31	Convertible Promissory Note issued on September 18, 2018 to Power Up Lending Group Ltd.	8-K	4.1	9/28/2018

10.32	Securities Purchase Agreement, dated November 9, 2018, by and between True Nature Holding, Inc. and Power Up Lending Group Ltd.	8-K	10.1	9/28/2018

10.33	Equity Financing Agreement, dated July 20, 2018, between True Nature Holding, Inc. and GHS Investments, LLC.	8-K	10.1	8/16/2018

10.34	Registration Rights Agreement, dated July 20, 2018 between True Nature Holding, Inc. and GHS Investments, LLC	8-K	10.2	8/16/2018

10.35	Convertible Promissory Note issued on July 5, 2018 to Power Up Lending Group Ltd.	8-K	4.1	7/13/2018

10.36	Securities Purchase Agreement, dated July 5, 2018, by and between True Nature Holding, Inc. and Power Up Lending Group Ltd.	8-K	4.2	7/13/2018

10.37	Note Payable by True Nature Holding, Inc. to Stephen Keaveney, dated July 10, 2017.	10-Q	10.1	8/18/2017

10.38	Consulting Agreement, dated June 8, 2017, by and between True Nature Holding, Inc. and Resources Unlimited NW LLC.	8-K	10.1	6/15/2017

10.39	Asset Purchase Agreement, dated September 30, 2016, by and among True Nature Holding, Inc., P3 Compounding Of Georgia, LLC, and ICP Holdings, LLC	8-K	10.1	10/05/2016

14	Code of Ethics.	8-K	14.1	6/15/2017

21	Subsidiaries of the Registrant				X

31.1	Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).				X

31.2	Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).				X

32.1	Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X

32.2	Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X

101.INS	XBRL Instance Document				X

101.SCH	XBRL Taxonomy Extension Schema Document				X

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document				X

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document				X

101.LAB	XBRL Taxonomy Extension Label Linkbase Document				X

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document				X


	TRUE NATURE HOLDING, INC.

Dated: April ~~17, 2017~~1, 2019	By:	/s/ ~~Christopher Knauf~~James P. Crone
		~~Christopher Knauf~~James P. Crone Chief Executive ~~Officer/Chief Finance~~ Officer
	Principal Executive Officer
~~Dated: April 17, 2017~~	~~By:~~	~~/s/~~ ~~Louis Deluca~~


Signature and Title		Date

/s/ ~~Christopher Knauf~~James P. Crone		April ~~17, 2017~~1, 2019
James P. Crone	~~Christopher Knauf~~
Chief Executive ~~Officer/~~Officer, Interim Chief Finance Officer, President, Director (Principal Executive Officer, Principal Financial and Accounting Officer)

~~/s/~~~~Louis Deluca~~	~~April 17, 2017~~
~~Louis Deluca~~
~~Chief Operating Officer~~

/s/ ~~Amy Lance~~Ronald Riewold		April ~~17, 2017~~1, 2019
Ronald Riewold	~~Amy Lance~~
Chairman of the Board of Directors

~~/s/ Mack Leath~~		~~April 17, 2017~~
~~Mack Leath~~
~~Director~~


~~/s/ Jordan Balancic~~		~~April 17, 2017~~
~~Jordan Balancic~~
~~Director~~