Mitesco (MITI) 10-Q 20 May 16 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2016	May. 19, 2016
Document And Entity Information
Entity Registrant Name	True Nature Holding, Inc.
Entity Central Index Key	802,257
Document Type	10-Q
Document Period End Date	Mar. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer	No
Is Entity a Voluntary Filer	No
Is Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		12,500,000
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,016

Consolidated Balance Sheets (un

Consolidated Balance Sheets (unaudited) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
CURRENT ASSETS
Cash and Cash Equivalents	$ 17,881	$ 28,185
Prepaid expenses	11,348
Prepaid expenses - related party	4,250	$ 17,000
Total current assets	33,479	45,185
TOTAL ASSETS	33,479	45,185
Current liabilities
Accounts payable	471,201	414,463
Accrued interest	18,812	14,918
Accrued liabilities	63,465	$ 13,325
Convertible note payable, net of discount	29,598
Debentures payable	122,167	$ 122,167
Total current liabilities	705,243	564,873
TOTAL LIABILITIES	$ 705,243	$ 564,873
Commitments and Contingencies (Note 10)
STOCKHOLDERS' DEFICIT
Preferred stock, $0.01 par value - 10,000,000 shares authorized, none issued and outstanding as of March 31, 2016 and December 31, 2015
Common stock, $0.01 par value - 500,000,000 shares authorized, 12,400,000 shares issued and outstanding at March 31, 2016; $0.01 par value - 500,000,000 shares authorized, 11,765,000 shares issued and outstanding at December 31, 2015	$ 124,000	$ 117,650
Additional paid-in capital	684,078	3,917
Accumulated deficit	(1,479,842)	(641,255)
Total Stockholders' Deficit	(671,764)	(519,688)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 33,479	$ 45,185

Consolidated Balance Sheets (u3

Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares	Mar. 31, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Preferred stock par value	$ 0.01	$ 0.01
Preferred stock shares authorized	10,000,000	10,000,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Common stock par value	$ 0.01	$ 0.01
Common stock shares authorized	500,000,000	500,000,000
Common stock shares issued	12,400,000	11,765,000
Common stock shares outstanding	12,400,000	11,765,000

Unaudited Consolidated Statemen

Unaudited Consolidated Statements of Operations and Comprehensive Loss - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Income Statement [Abstract]
Net Sales
Cost of sales
Gross Profit
Operating expenses:
Research and development
Selling, general and administrative	$ 832,369
Total operating expenses	832,369
Operating Loss from Continuing Operations	(832,369)
Interest expense, net	(6,218)
Loss From Continuing Operations before Income Taxes	$ (838,587)
Provision for income taxes
Net Loss From Continuing Operations	$ (838,587)
Discontinued Operations (Note 4):
Net Loss from discontinued operations, net of tax		$ (622,470)
Other comprehensive loss, net of tax		(1,275)
Comprehensive Loss from Discontinued Operations		(623,745)
Net Loss	$ (838,587)	(622,470)
Comprehensive Net Loss	$ (838,587)	$ (623,745)
Net Loss from Continuing Operations Per Share - Basic and Diluted	$ (0.07)
Net Loss from Discontinued Operations Per Share - Basic and Diluted		$ (1.15)
Net Loss Per Share - Basic and Diluted	$ (0.07)	$ (1.15)
Weighted Average Number of Shares Outstanding During the Period - Basic and Diluted	12,057,500	542,605

Unaudited Consolidated Stateme5

Unaudited Consolidated Statements of Changes in Stockholders' Deficit - 3 months ended Mar. 31, 2016 - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Beginning Balance, Amount at Dec. 31, 2015	$ 117,650	$ 3,917	$ (641,255)	$ (519,688)
Beginning Balance, Shares at Dec. 31, 2015	11,765,000			11,765,000
Sale of common stock, net of issuance cost, Amount	$ 1,200	52,800		$ 54,000
Sale of common stock, net of issuance cost, Shares	120,000
Shares issued to board members and consultants, Amount	$ 5,000	582,500		587,500
Shares issued to board members and consultants, Shares	500,000
Common stock issued for convertible note payable, Amount	$ 150	16,213		$ 16,363
Common stock issued for convertible note payable, Shares	15,000			15,000
Discount related to issuance of note payable and allocated fair value to beneficial conversion feature		16,364		$ 16,364
Stock compensation expense		$ 12,284		12,284
Net loss			$ (838,587)	(838,587)
Ending Balance, Amount at Mar. 31, 2016	$ 124,000	$ 684,078	$ (1,479,842)	$ (671,764)
Ending Balance, Shares at Mar. 31, 2016	12,400,000			12,400,000

Unaudited Consolidated Stateme6

Unaudited Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Cash Flows from Operating Activities:
Net Loss	$ (838,587)	$ (622,470)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss from discontinued operations		$ 622,470
Stock-based compensation	$ 12,284
Accretion for debt discounts, warrants and issuance costs	2,325
Shares issued for board of director compensation	290,000
Shares issued for consulting services	297,500
Changes in operating assets and liabilities:
Prepaid expenses	(11,348)
Prepaid expenses - related party	12,750
Accounts payable	56,738
Accrued interest and other liabilities	54,034
Net Cash Used in Operating Activities	(124,304)
Cash Flows from Financing Activities:
Proceeds from issuance of convertible note payable	60,000
Sale of common stock, net of issuance costs	54,000
Net Cash Provided by Financing Activities	$ 114,000
Discontinued Operations:
Operating activities		$ (154,051)
Investing activities		(47,681)
Financing activities		204,137
Net Increase in Cash and Cash Equivalents for Discontinued Operations		$ 2,405
Net Decrease in Cash and Cash Equivalents for Continuing Operations	$ (10,304)
Cash, Beginning of Period	28,185	$ 14,119
Cash, End of Period	17,881	16,524
Non-cash Financing Transactions:
Discount cost related to issuance of convertible note payable	$ 32,577	$ 202,916

Note 1 - Description of Busines

Note 1 - Description of Business	3 Months Ended
	Mar. 31, 2016
Note 1 - Description of Business
Note 1 - Description of Business	Note 1 – Description of Business True Nature Holding, Inc. (the “Company”), previously known as Trunity Holdings, Inc., became a publicly-traded company through a reverse merger with Brain Tree International, Inc., a Utah corporation (“BTI”). 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. On December 31, 2015, the Company completed the restructuring and spin-out of the educational business. True Nature Holding, Inc. intends to acquire a series of businesses which specialize in compounding pharmacy activities, largely direct to consumers, doctors and veterinary professionals.

Note 2 - Summary of Significant

Note 2 - Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2016
Note 2 - Summary of Significant Accounting Policies
Note 2 - Summary of Significant Accounting Policies	Note 2 – Summary of Significant Accounting Policies Basis of Presentation Use of Estimates - Per Share Data 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 March 31, 2016, the Company had 78,462 warrants, 67,879 options, 7,105 potential shares which may be issued resulting from the provisions of convertible notes, respectively. As of March 31, 2015, the Company had 166,415 warrants, 68,473 options, 223,223 potential shares which may be issued resulting from the provisions of convertible notes, respectively. Recently Issued Accounting Standards In February 2016, the FASB issued ASU 2016-02, Leases, which requires the lease rights and obligations arising from lease contracts, including existing and new arrangements, to be recognized as assets and liabilities on the balance sheet. ASU 2016-02 is effective for reporting periods beginning after December 15, 2018 with early adoption permitted. While the Company is still evaluating ASU 2016-02, the Company expects the adoption of ASU 2016-02 to have a material effect on the Company’s consolidated balance sheets and results of operations due to the recognition of the lease rights and obligations as assets and liabilities. The Company does not expect ASU 2016-02 to have a material effect on the Company’s cash flows. In January 2016, the FASB issued ASU 2016-01, Financial Instruments: Recognition and Measurement of Financial Assets and Financial Liabilities In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting

Note 3 - Financial Condition an

Note 3 - Financial Condition and Going Concern	3 Months Ended
	Mar. 31, 2016
Note 3 - Financial Condition and Going Concern
Note 3 - Financial Condition and Going Concern	Note 3 – Financial Condition and Going Concern As of March 31, 2016, the Company had cash on hand of $17,881 and current liabilities of $705,243 and has incurred a loss from operations. True Nature Holding’s planned principal operations pertain to the business development and acquisition of pharmaceutical compounding companies. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to execute its business plan. As a result of these factors, there is substantial doubt about the 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 forced to take any such actions.

Note 4 - Spin-Out and Discontin

Note 4 - Spin-Out and Discontinued Operations	3 Months Ended
	Mar. 31, 2016
Note 4 - Spin-Out and Discontinued Operations
Note 4 - Spin-Out and Discontinued Operations	Note 4 – Spin-Out and Discontinued Operations On December 31, 2015, the Company completed the restructuring and spin-out 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 of the operations associated with the spin-out company and Trunity Holdings, Inc., qualifies as discontinued operations as of and for the three month period ended March 31, 2015. The results of operations associated with discontinued operations were as follows: March 31, 2015 Net Sales $ 118,679 Cost of sales 62,128 Gross Profit 56,551 Operating Expenses: Research and development 194,699 Selling, general and administrative 252,266 Total operating expenses 446,965 Operating Loss from Discontinued Operations (390,414 ) Other Expense: Interest expense, net (232,056 ) Net Loss from Discontinued Operations $ (622,470 ) Other Comprehensive Loss Net of Tax: Foreign currency translation adjustments (1,275 ) Comprehensive Loss from Discontinued Operations $ (623,745 ) Our educational business was fully disposed of in December 2015. As a result, there were no assets or liabilities of discontinued operations as of 12/31/2015 or 3/31/2016.

Note 5 - Related Party Transact

Note 5 - Related Party Transactions	3 Months Ended
	Mar. 31, 2016
Note 5 - Related Party Transactions
Note 5 - Related Party Transactions	Note 5 – Related Party Transactions The Company’s Chairman of the Board, CEO and CFO, Stephen Keaveney has a consulting agreement in the amount of $10,000 per month for professional fees and was paid $16,000 during the three months ending March 31, 2016. On January 25, 2016 board member William L. Ross and Jeffrey Cosman were awarded each 100,000 of shares in Trunity, Inc. in exchange for their services as board members. In addition, a shareholder of the Company has a consulting agreement in the amount of $10,000 per month for professional fees and was paid $17,250 during the three months ended March 31, 2016. $4,250 and $17,000 has been classified as a prepaid asset as of March 31, 2016 and December 31, 2015, respectively, in the consolidated balance sheets related to the prepayment of consulting fees.

Note 6 - Debt

Note 6 - Debt	3 Months Ended
	Mar. 31, 2016
Note 6 - Debt
Note 6 - Debt	Note 6 – Debt Convertible Promissory Note 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 have certain registration rights. Pursuant to the terms of the Convertible Note, 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. The Convertible Note 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 this Convertible Note 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 the Convertible Note 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 beneficial conversion feature of $16,364 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 the term of the debt. As of March 31, 2016, the carrying value of this Convertible Note was $29,598 and accrued interest expense of $260. For the three months ended March 31, 2016, debt discount amortization related to the Convertible Note was $2,325 and interest expense of $260. August 2014 Convertible Debentures (Series C) In fiscal 2015, 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 on October 31, 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 in fiscal 2014 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 in fiscal 2014 upon execution of the new debentures. As of March 31, 2016, the carrying value of this Series C Debenture was $110,833 and accrued interest expense of $16,625. For the three months ended March 31, 2016, interest expense related to the Debenture was $3,288. November 2014 Convertible Debentures (Series D) In fiscal 2015, 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 $11,334 that did not participate in the debt conversion restructuring. The Series D Debenture accrues interest at an annual rate of 12%, matured on October 31, 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 in fiscal 2014 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 in fiscal 2014 upon execution of the new debentures. As of March 31, 2016, the carrying value of the Series D Debenture was $11,334 and accrued interest expense of $1,927. For the three months ended March 31, 2016, interest expense related to the Debenture was $346.

Note 7 - Stockholders' Deficit

Note 7 - Stockholders' Deficit	3 Months Ended
	Mar. 31, 2016
Note 7 - Stockholders' Deficit
Note 7 - Stockholders' Deficit	Note 7 – Stockholders’ Deficit Sale of Common Stock Shares for Consulting Services and Board Members Shares issued for convertible note payable Debt beneficial conversion feature for convertible note payable

Note 8 - Stock-Based Compensati

Note 8 - Stock-Based Compensation	3 Months Ended
	Mar. 31, 2016
Note 8 - Stock-Based Compensation
Note 8 - Stock-Based Compensation	Note 8 – Stock-Based Compensation The Company has 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 March 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 March 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 the Company in fiscal 2014. These options issued are outside of the 2009 and 2012 Plans. During the quarter ended March 31, 2016, the Company did not grant options to acquire shares of common stock to employees, directors or consultants. For all previous grants the fair value of options is estimated using the Black-Scholes option pricing model. 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 of March 31, 2016, there was approximately $780 of total unrecognized stock compensation expense, related to unvested stock options under the Plans. This expense is expected to be recognized over the remaining weighted average vesting periods of the outstanding options of less than one year. The Company recorded $12,284 in stock compensation expense to continuing operations within selling, general and administrative expenses on the consolidated statements of operations and comprehensive loss pertaining to the vesting of options in fiscal 2016. A summary of options issued, exercised and cancelled are as follows: Shares Weighted- Average Exercise Price ($) Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value ($) Outstanding at December 31, 2015 67,879 $ 21.40 7.17 — Granted — — — — Cancelled — — — — Outstanding at March 31, 2016 67,879 $ 21.40 6.92 — Exercisable at March 31, 2016 66,635 $ 34.75 6.82 —

Note 9 - Warrants to Purchase C

Note 9 - Warrants to Purchase Common Stock	3 Months Ended
	Mar. 31, 2016
Note 9 - Warrants to Purchase Common Stock
Note 9 - Warrants to Purchase Common Stock	Note 9 – Warrants to Purchase Common Stock 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. No warrants were issued during the first quarter ended March 31, 2016. All warrants outstanding as of March 31, 2016 are scheduled to expire at various dates through 2019. A summary of warrants issued, exercised and expired are as follows: Shares Weighted- Average Exercise Price ($) Weighted-Average Remaining Contractual Term Outstanding at December 31, 2015 78,462 $ 29.55 3.43 Granted — — — Expired 2,475 50.50 — Outstanding at March 31, 2016 75,987 $ 30.51 3.29 Exercisable at March 31, 2016 75,987 $ 30.51 3.29

Note 10 - Commitments and Conti

Note 10 - Commitments and Contingencies	3 Months Ended
	Mar. 31, 2016
Note 10 - Commitments and Contingencies
Note 10 - Commitments and Contingencies	Note 10 – 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 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 the case. The Company in its answer on 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 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 February 19, 2016, NCSE filed a motion to dismiss the counterclaim, and the Company has filed its brief in the opposition to that motion. A hearing is scheduled in second quarter 2016 on the motion. No discovery has been conducted by the parties yet, and no trial date has been set by the court. We have recorded a liability as of March 31, 2016 based on our best estimate of the probable exposure pertaining to the claim.

Note 11 - Subsequent Events

Note 11 - Subsequent Events	3 Months Ended
	Mar. 31, 2016
Note 11 - Subsequent Events
Note 11 - Subsequent Events	Note 11 – Subsequent Events On April 4, 2016 the Company entered into a non-binding letter of intent to acquire a compounding pharmacy in Holly Springs, Georgia, a suburb of Atlanta. The agreement calls for purchase consideration of approximately $450,000. Payment will be split between the issuance of common stock, a convertible note that may convert into stock at a price not less than $2 per share. The final allocation of each of these will be determined prior to closing, which is expected to occur in June 2016. The letter of intent is not a definitive agreement, and the Company anticipates that the definitive agreement will contain customary conditions to closing. On April 11, 2016 the Board of Directors elected Mr. James Driscoll, age 54, to the Board of Directors. Mr. Driscoll is currently CEO of Channel Terminals, LLC, a crude oil liquids terminals and refinery based in Houston, TX. Mr. Driscoll is also a member of the Board of Directors at Double Zero Recycling LLC as well as an Advisory Board Member at HealPros LLC, a diabetic retinal imaging business, and Funding University LLC, an early stage online peer to peer lending business targeted on secondary education. Previously he was President of Method Holdings, LLC, from 2011 until late 2013. Between 2006 and 2011 Mr. Driscoll was a Senior Partner with private equity firm 1848 Capital Partners LLC. From 2009 to 2010 he was COO and Executive Vice President of CareDynamix LLC, a healthcare business focused on provision of onsite vaccination services around the US. In addition, Mr. Driscoll, has over 14 years of experience at various senior positions in the power generation and transportation industries in varied locations around the world. He began his professional career as a trader in New York City. He has an MBA from Harvard University (1991) and a BA in English Literature from Bowdoin College (1984). Mr. Driscoll will receive 100,000 shares of restricted common stock as compensation for his term on the Board, consistent with all prior appointments by the Company. On April 11, 2016, Dr. William Ross, age 70, advised the Company that he desired to resign from the Board of Directors, as he intends to retire from all business activities. There were no disagreements, or conflicts with the Board and Dr. Ross. On April 29, 2016, subject to approval by the Georgia Board of Pharmacy, the Company entered into definitive documents to acquire P3 Compounding of Georgia, LLC,following the letter of intent dated March 29, 2016. The total consideration for the transaction is $1,000,000. The transaction includes the acquisition of certain special formulations as “Intellectual Properties”. The consideration paid was comprised of three (3) components: 1) the business interests were acquired in consideration of a) $425,000 of convertible notes with a conversion price of $1.25 per share and interest of 6% and b) a short term note in the amount of $75,000, non-interest bearing, with a maturity of June 16, 2016; 2) the specialized formulations of the business, which will be included in the Company’s library of Intellectual Properties, were acquired in consideration a) $425,000 of convertible notes with a conversion price of $1.25 per share and interest of 6% and b) a short term note in the amount of $75,000, non-interest bearing, with a maturity of June 16, 2016; 3) Mr. Casey Gaetano, employed under a 3 year employment contract 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 will also receive 125,000 shares of restricted stock in the amount. The notes issued in conjunction with the purchase and the intellectual properties may be converted into restricted common stock at a rate of $1.25 per share. The purchase includes all payables, receivables, cash on hand, inventory and all assets used in the operation of the business.

Note 2 - Summary of Significa18

Note 2 - Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2016
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation
Use of Estimates	Use of Estimates -
Per Share Data	Per Share Data 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 March 31, 2016, the Company had 78,462 warrants, 67,879 options, 7,105 potential shares which may be issued resulting from the provisions of convertible notes, respectively. As of March 31, 2015, the Company had 166,415 warrants, 68,473 options, 223,223 potential shares which may be issued resulting from the provisions of convertible notes, respectively.
Recently Issued Accounting Standards	Recently Issued Accounting Standards In February 2016, the FASB issued ASU 2016-02, Leases, which requires the lease rights and obligations arising from lease contracts, including existing and new arrangements, to be recognized as assets and liabilities on the balance sheet. ASU 2016-02 is effective for reporting periods beginning after December 15, 2018 with early adoption permitted. While the Company is still evaluating ASU 2016-02, the Company expects the adoption of ASU 2016-02 to have a material effect on the Company’s consolidated balance sheets and results of operations due to the recognition of the lease rights and obligations as assets and liabilities. The Company does not expect ASU 2016-02 to have a material effect on the Company’s cash flows. In January 2016, the FASB issued ASU 2016-01, Financial Instruments: Recognition and Measurement of Financial Assets and Financial Liabilities In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting

Note 4 - Spin-Out and Discont19

Note 4 - Spin-Out and Discontinued Operations (Tables)	3 Months Ended
	Mar. 31, 2016
Note 4 - Spin-Out and Discontinued Operations
Results of operations associated with discontinued operations	The results of operations associated with discontinued operations were as follows: March 31, 2015 Net Sales $ 118,679 Cost of sales 62,128 Gross Profit 56,551 Operating Expenses: Research and development 194,699 Selling, general and administrative 252,266 Total operating expenses 446,965 Operating Loss from Discontinued Operations (390,414 ) Other Expense: Interest expense, net (232,056 ) Net Loss from Discontinued Operations $ (622,470 ) Other Comprehensive Loss Net of Tax: Foreign currency translation adjustments (1,275 ) Comprehensive Loss from Discontinued Operations $ (623,745 )

Note 8 - Stock-Based Compensa20

Note 8 - Stock-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2016
Note 8 - Stock-Based Compensation
Summary of options issued, exercised and cancelled	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 — — — — Cancelled — — — — Outstanding at March 31, 2016 67,879 $ 21.40 6.92 — Exercisable at March 31, 2016 66,635 $ 34.75 6.82 —

Note 9 - Warrants to Purchase21

Note 9 - Warrants to Purchase Common Stock (Tables)	3 Months Ended
	Mar. 31, 2016
Note 9 - Warrants to Purchase Common Stock
Summary of warrants issued, exercised and expired	A summary of warrants issued, exercised and expired are as follows: Shares Weighted- Average Exercise Price ($) Weighted-Average Remaining Contractual Term Outstanding at December 31, 2015 78,462 $ 29.55 3.43 Granted — — — Expired 2,475 50.50 — Outstanding at March 31, 2016 75,987 $ 30.51 3.29 Exercisable at March 31, 2016 75,987 $ 30.51 3.29

Note 2 - Summary of Significa22

Note 2 - Summary of Significant Accounting Policies (Details Narrative) - shares	1 Months Ended	3 Months Ended
	Jan. 31, 2016	Mar. 31, 2016	Mar. 31, 2015
Reverse spilit	1 for 101
Warrant [Member]
Antidilutive securities excluded from computation of earnings per share, amount		78,462	166,415
Options [Member]
Antidilutive securities excluded from computation of earnings per share, amount		67,879	68,473
Potential shares [Member]
Antidilutive securities excluded from computation of earnings per share, amount		7,105	223,223

Note 3 - Financial Condition 23

Note 3 - Financial Condition and Going Concern (Details Narrative) - USD ($)	Mar. 31, 2016	Dec. 31, 2015	Mar. 31, 2015	Dec. 31, 2014
Note 3 - Financial Condition and Going Concern
Cash and Cash Equivalents	$ 17,881	$ 28,185	$ 16,524	$ 14,119
Current liabilities	$ 705,243	$ 564,873

Note 4 - Spin-Out and Discont24

Note 4 - Spin-Out and Discontinued Operations (Details) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Note 4 - Spin-Out and Discontinued Operations
Net Sales		$ 118,679
Cost of sales		62,128
Gross Profit		56,551
Operating expenses:
Research and development		194,699
Selling, general and administrative		252,266
Total operating expenses		446,965
Operating Loss from Discontinued Operations		(390,414)
Other Expense:
Interest expense, net		(232,056)
Net Loss from Discontinued Operations		(622,470)
Other Comprehensive Loss Net of Tax:
Foreign currency translation adjustments		(1,275)
Comprehensive Loss from Discontinued Operations		$ (623,745)

Note 5 - Related Party Transa25

Note 5 - Related Party Transactions (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Jan. 25, 2016	Mar. 31, 2016	Dec. 31, 2015
Prepaid expenses - related party		$ 4,250	$ 17,000
Stephen Keaveney [Member]
Professional fees per month paid		10,000
Accrued Professional fees		16,000
Shareholder [Member]
Professional fees per month paid		10,000
Accrued Professional fees		$ 17,250
William L. Ross and Jeffrey Cosman [Member]
Shares purchased	100,000

Note 6 - Debt (Details Narrativ

Note 6 - Debt (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended	12 Months Ended
	Mar. 18, 2016	Mar. 31, 2016	Dec. 31, 2015
Convertible Promissory Note [Member]
Convertible promissory note principal amount	$ 60,000
Convertible Debentures, Face Value	$ 16,364
Restricted common shares awarded	15,000
Interest rate	12.00%
Maturity date	Sep. 16, 2016
Debt instrument conversion price	$ 1
Convertible Debentures, Carrying Value		$ 29,598
Accrued Interest		260
Interest expense related to the Debenture		260
Debt discount amortization related to the Convertible Note	$ 16,364	2,325
Obligated to pay monthly installments	$ 1,000
August 2014 Convertible Debentures (Series C) [Member]
Convertible Debentures, Face Value			$ 100,000
Interest rate			10.00%
Maturity date			Oct. 31, 2015
Debt instrument conversion price			$ 20.20
Warrants to purchase of common stock			4,950
Warrants to purchase of common stock exercise price			$ 20.20
Warrants to purchase of common stock term			5 years
Convertible Debentures, Carrying Value		110,833	$ 110,833
Accrued Interest		16,625
Interest expense related to the Debenture		$ 3,288
November 2014 Convertible Debentures (Series D) [Member]
Convertible Debentures, Face Value			$ 10,000
Interest rate			12.00%
Maturity date			Oct. 31, 2015
Debt instrument conversion price			$ 16.67
Warrants to purchase of common stock			495
Warrants to purchase of common stock exercise price			$ 20.20
Warrants to purchase of common stock term			5 years
Convertible Debentures, Carrying Value		$ 11,334	$ 11,334
Accrued Interest		1,927
Interest expense related to the Debenture		$ 346

Note 7 - Stockholders' Deficit

Note 7 - Stockholders' Deficit (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Gross proceeds from sale of common stock	$ 60,000
Gross proceeds from sale of common stock shares	120,000
Common stock shares issued price per share	$ 0.50
Securities issuance costs commissions paid to broker-dealers	$ 6,000
Conversion of six-month convertible promissory note to common stock	15,000
Conversion of six-month convertible promissory note common stock, value	$ 16,363
Gross proceeds from convertible note payable	60,000
Debt beneficial conversion feature for convertible note payable	$ 16,364
Restricted Stock [Member]
Common stock shares issued for services rendered	300,000
Restricted Stock [Member] | Minimum [Member]
Common stock shares issued price per share	$ 0.90
Restricted Stock [Member] | Maximum [Member]
Common stock shares issued price per share	1.45
Restricted Stock [Member] | Board Member [Member]
Common stock shares issued price per share	$ 1.45
Common stock shares issued for services rendered	200,000

Note 8 - Stock-Based Compensa28

Note 8 - Stock-Based Compensation (Details)	3 Months Ended
	Mar. 31, 2016USD ($)$ / sharesshares
Note 8 - Stock-Based Compensation
Options Outstanding | shares	67,879
Option Granted | shares
Option Cancelled | shares
Options Outstanding | shares	67,879
Options exercisable at End | shares	66,635
Outstanding at Beginning, Weighted-Average Exercise Price | $ / shares	$ 21.40
Weighted- Average Exercise Price, Granted | $ / shares
Weighted- Average Exercise Price, Cancelled | $ / shares
Outstanding at Ending, Weighted-Average Exercise Price | $ / shares	$ 21.40
Weighted- Average exercisable at End | $ / shares	$ 21.78
Weighted- Average Remaining Contractual Term, Beginning balance	7 years 2 months 1 day
Weighted- Average Remaining Contractual Term, Ending Balance	6 years 11 months 1 day
Weighted- Average Remaining Contractual Term, exercisable at End	6 years 9 months 26 days
Aggregate Intrinsic Value | $
Aggregate Intrinsic Value, exercisable at End | $

Note 8 - Stock-Based Compensa29

Note 8 - Stock-Based Compensation (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		12 Months Ended
	Jan. 31, 2016	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015	Dec. 31, 2014
Reverse spilit	1 for 101
Options Outstanding		67,879		67,879
Unrecognized stock compensation expense		$ 780
Unrecognized stock compensation expense recognition period		1 year
Share based compensation		$ 12,284
Chief Executive Officer [Member]
Options Outstanding					24,753
2009 Employee, Director and Consultant Stock Option Plan (the " 2009 Plan")
Reverse spilit				1 for 101
Authorized option pool				18,152
Stock option description				Stock options typically vest over a three-year period and have a life of ten years from the date granted.
Shares available for awards		3,610
2012 Employee, Director and Consultant Stock Option Plan (the "2012 Plan")
Reverse spilit				1 for 101
Authorized option pool				74,257
Stock option description				Stock options typically vest over a three year period and have a life of ten years from the date granted.
Shares available for awards		45,673

Note 9 - Warrants to Purchase30

Note 9 - Warrants to Purchase Common Stock (Details)	3 Months Ended
	Mar. 31, 2016$ / sharesshares
Options Outstanding | shares	67,879
Options Granted | shares
Options Expired | shares
Options Outstanding | shares	67,879
Options exercisable at End | shares	66,635
Outstanding at Beginning, Weighted-Average Exercise Price | $ / shares	$ 21.40
Weighted- Average Exercise Price, Granted | $ / shares
Weighted- Average Exercise Price, Expired | $ / shares
Outstanding at Ending, Weighted-Average Exercise Price | $ / shares	$ 21.40
Weighted- Average exercisable at End | $ / shares	$ 21.78
Weighted- Average Remaining Contractual Term, Beginning balance	7 years 2 months 1 day
Weighted- Average Remaining Contractual Term, Ending Balance	6 years 11 months 1 day
Weighted- Average Remaining Contractual Term, exercisable at End	6 years 9 months 26 days
Warrant [Member]
Options Outstanding | shares	78,462
Options Granted | shares
Options Expired | shares	2,475
Options Outstanding | shares	75,987
Options exercisable at End | shares	75,987
Outstanding at Beginning, Weighted-Average Exercise Price | $ / shares	$ 29.55
Weighted- Average Exercise Price, Granted | $ / shares
Weighted- Average Exercise Price, Expired | $ / shares	$ 50.50
Outstanding at Ending, Weighted-Average Exercise Price | $ / shares	30.51
Weighted- Average exercisable at End | $ / shares	$ 30.51
Weighted- Average Remaining Contractual Term, Beginning balance	3 years 5 months 5 days
Weighted- Average Remaining Contractual Term, Ending Balance	3 years 3 months 15 days
Weighted- Average Remaining Contractual Term, exercisable at End	3 years 3 months 15 days

Note 9 - Warrants to Purchase31

Note 9 - Warrants to Purchase Common Stock (Details Narrative)	1 Months Ended	3 Months Ended
	Jan. 31, 2016	Mar. 31, 2016
Reverse spilit	1 for 101
Warrant [Member]
Reverse spilit		1 for 101
Warrants expires through		Dec. 31, 2019

Note 10 - Commitments and Con32

Note 10 - Commitments and Contingencies (Details Narrative)	1 Months Ended
	Dec. 16, 2015USD ($)
Note 10 - Commitments and Contingencies
Damages sought	$ 177,270
Interest rate	12.00%

Note 11 - Subsequent Events (De

Note 11 - Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($)	Apr. 11, 2016	Apr. 29, 2016	Apr. 04, 2016
Agreement purchase consideration			$ 450,000
Debt instrument conversion price			$ 1.25
Intellectual Properties [Member]
Debt instrument conversion price		$ 1.25
P3 Compounding of Georgia, LLC [Member]
Agreement purchase consideration		$ 1,000,000
Debt instrument conversion price		$ 1.25
Convertible debt		$ 425,000
Interest rate		6.00%
Short term note		$ 75,000
Maturity date		Jun. 16, 2016
P3 Compounding of Georgia, LLC [Member] | Intellectual Properties [Member]
Debt instrument conversion price		$ 1.25
Convertible debt		$ 425,000
Interest rate		6.00%
Short term note		$ 75,000
Maturity date		Jun. 16, 2016
Mr. James Driscoll [Member]
Restricted common stock issued as compensation	100,000
Mr. Casey Gaetano [Member] | P3 Compounding of Georgia, LLC [Member]
Restricted common stock issued as compensation		125,000
Officers compensation		$ 125,000