RELATED PARTY TRANSACTIONS | NOTE 8. RELATED PARTY TRANSACTIONS For the six months ended June 30, 2017 and 2016, the Company was a party to the following related party transactions: · The Company paid $53,745 and $51,616 during 2017-YTD and 2016-YTD, respectively, as compensation to the father of the former Chief Executive Officer, Daniel Khesin, · The Company paid $0 and $12,500 during 2017-YTD and 2016-YTD, respectively, as compensation to the sister of the former Chief Executive Officer, Daniel Khesin, · The Company paid $30,000 and $30,000 in 2017-YTD and 2016-YTD, respectively, as compensation to Dr. Fernando Tamez, · The Company paid $100,000 and $0 in 2017-YTD and 2016-YTD, respectively, to Dr. Fernando Tamez, who is shareholder of the Company, for compensation as our Chief Operating Officer. · Mr. Tamez, who is a shareholder and our Chief Operating Officer, owns an interest with an entity in Spain with which the Company sold product. During 2017-YTD and 2016-YTD, the Company sold product totaling $171,858 and $208,272, respectively, and the outstanding accounts receivable balance as of June 30, 2017 and December 31, 2016 was $ 659,912 and $488,054, respectively. · The Company recorded a liability due to Dr. Fernando Tamez, who is a shareholder and our Chief Operating Officer, of approximately MXN $2,118,000 Mexican pesos, or $129,200, relating to his profit sharing agreement and is included in other current liabilities in the accompanying balance sheet as of June 30, 2017 and December 31, 2016. · Dr. Fernando Tamez, who is a shareholder and our Chief Operating Officer, owns an interest with an entity in Brazil with which the Company sold product. During 2017-YTD and 2016-YTD, there were no sales to the entity in Brazil, respectively, and there were no outstanding accounts receivable balances as of June 30, 2017 and December 31, 2016, respectively. This entity has since ceased operations during the first quarter of 2017. · Executed and effective on December 29, 2016, the Company entered into an agreement to acquire the distribution rights of its Brazilian distributor, of which our current Acting Chief Operating Officer, Dr. Fernando Tamez, and former Officer Abner Silva, are shareholders and listed as sellers on the agreement, to acquire 100% of the distributers shares in exchange for $47,000 in cash to satisfy certain liabilities, guaranteed employment contract for an employee valued at approximately $28,000, and the option to receive 500 units per month at no cost for 24 months. The agreement includes the Company assuming all current operating cost of the distributor during the period between the execution of the agreement and the alteration of the shareholders agreement. The Company determined the agreements value to be approximately $250,000. On January 30, 2017, the Company paid $33,000 towards the purchase price. However as of the date of the Company filing its annual 10-K report for the year ended December 31, 2016, the Brazilian distributor was not cooperative with the Companys attempts to perform the required due diligence and refused to grant access to the records or provide the required information preventing the Company to properly consolidate the entity. Therefore, on March 29, 2017, the Company informed the Brazilian distributor, by way of legal letter, that they are in breach of the agreement and subsequently rescinded the agreement dated December 29, 2016 and has demanded a return of the monies paid to date. Due to the uncertainty of the outcome of this legal action and the uncertainty of the Companys ability to obtain the net assets of the distributor in 2016, the Company deemed it necessary to expense the full value of the agreement in 2016 totaling $250,000, which was subsequently reversed during the 2017-QTR and is included in Other Income/Expense - Other in the accompanying condensed consolidated statement of operations, resulting from the opinion of our legal counsel having determined that the Brazilian distributor violated warranties under the agreement on the very date it was entered into rendering the contract void. The Brazilian entity has ceased operations during March 2017. · On February 8, 2017, the Company entered into a Stock Purchase & Joint Venture and Financing arrangement with EverCare Prohealth Technologies LTD (EverCare), a private Hong Kong company. With respect to the Stock Purchase, EverCare acquired the totality of the share representing DS Laboratories capital stock in exchange for financing and consideration discussed below. With respect to financing, EverCare would provide $2 million in financing to the Company. Included in the agreement is the granting of exclusive distribution rights to EverCare for Asia, Australia and Africa and the appointment by EverCare of two additional members to the Companys board of directors. Additionally, the Company has pledged via transfer of certain intellectual property, held under its DS Laboratories subsidiary, to EverCare as security for the financing. Such pledge includes buyback provisions exercisable within 5 years of the closing date of the transaction. Under the terms of the Agreement, the Company may buyback the intellectual property held under its DS Laboratories subsidiary from EverCare between March 1, 2022 and May 31, 2022, and would have to pay the equivalent to the purchase price plus 7.5% annualized compounded interest which is to be calculated over each installment as of the date of payment to the Company. A condition of the buyback option is that effective with the financing arrangement, DS Laboratories trademarks are subject to issuance by the Company of shares equaling 5% of its capital stock at no cost at the date of closing the buyback, issuance of the Company of 1.1 million shares representing it capital stock and granting EverCare an option to acquire the total of these share for $2.2 million. Additionally, the Company received as consideration 3 million shares of Evercare, warrants to purchase up to 900,000 shares of EverCare at $0.25 per share as part of the arrangement which can be sold back to EverCare, under certain conditions, to obtain additional financing. As of June 30, 2017, EverCare has provided $0.5 million in financing. Interest under the financing will accrue at 7.5% per annum. The Joint Venture arrangement with EverCare is for the development of certain new products, whereby the operational costs would be shared between the two companies. For the three months and six months ended June 30, 2017, the two companies shared operational costs totaling $19,149 and $55,000, respectively. In accordance with the agreement the Company recorded royalty expense due to EverCare of $100,194, based on qualified sales, which is included in cost of goods sold in the accompanying consolidated condensed statement of operations for the three months and six months ended June 30, 2017. · On July 17, 2017, the Company consummated an offering of an aggregate of 4,400,000 shares of the Companys common stock, par value $0.001 per share. The price per Share was $0.10, for gross proceeds of $440,000. The Companys CEO and Director, Yasuhiro Fujiwara, purchased 2,500,000 shares of the Companys common stock in the Offering, and on June 30, 2017, the Company received Mr. Fujiwaras proceeds totaling $250,000 in advance of the offering. The Offering was made only to accredited investors, as such term is defined in Regulation D under the Securities Act of 1933, as amended (the Act). The Shares issued to the purchasers have not been registered under the Act. |