Attached files
| file | filename |
|---|---|
| EX-32.2 - CERTIFICATION - Rafina Innovations Inc. | ex322.htm |
| EX-32.1 - CERTIFICATION - Rafina Innovations Inc. | ex321.htm |
| EX-31.2 - CERTIFICATION - Rafina Innovations Inc. | ex312.htm |
| EX-31.1 - CERTIFICATION - Rafina Innovations Inc. | ex311.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
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(Mark One)
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2018
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________ to __________
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000-53089
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Commission File Number
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Rafina Innovations Inc.
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(Exact name of registrant as specified in its charter)
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Nevada
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30-0428006
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Kintyre House, 209 Govan Road, Glasgow Scotland
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G51 1HJ
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(Address of principal executive offices)
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(Zip Code)
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+44 141 370 0321
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(Registrant's telephone number, including area code)
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HCi Viocare
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(Former name, former address and former fiscal year, if changed since last report)
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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.
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Yes
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[X]
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No
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[ ]
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
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Yes
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[X]
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No
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[ ]
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer[ ]
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Accelerated filer [ ]
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Non-accelerated filer[ ] (Do not check if a smaller reporting company)
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Smaller reporting company [X]
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Emerging growth company [X]
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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. [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Yes
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[ ]
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No
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[X]
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APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST 5 YEARS:
Indicate by check mark whether the issuer has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
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Yes
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[ ]
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No
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[ ]
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APPLICABLE ONLY TO CORPORATE REGISTRANTS
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.
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14,409,593 shares of common stock issued and outstanding as of December 11, 2018
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2
RAFINA INNOVATIONS INC.
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Page
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PART I – Financial Information
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Item 1
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Financial Statements
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5 |
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Item 2
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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6 |
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Item 3
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Quantitative and Qualitative Disclosures About Market Risk
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13 |
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Item 4
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Controls and Procedures
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13 |
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PART II – Other Information
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Item 1
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Legal Proceedings
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14 |
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Item 1A
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Risk Factors
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14 |
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Item 2
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Unregistered Sales of Equity Securities and Use of Proceeds
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14 |
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Item 3
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Defaults Upon Senior Securities
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15 |
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Item 4
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Mine Safety Disclosures
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15 |
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Item 5
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Other Information
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15 |
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Item 6
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Exhibits
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16 |
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SIGNATURES
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16 |
3
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q (this "Report") contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements relate to future events or our future financial performance. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this Form 10-Q. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.
These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by these forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.
Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.
CERTAIN TERMS USED IN THIS REPORT
When this report uses the words "we," "us," "our," and the "Company," they refer to Rafina Innovations Inc. and its consolidated subsidiaries, and "SEC" refers to the Securities and Exchange Commission.
4
PART I -- FINANCIAL INFORMATION.
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the nine-month period ended September 30, 2018, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2018. For further information, refer to the audited financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017 as filed with the Securities and Exchange Commission on May 17, 2018.
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Page
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Condensed Consolidated Balance Sheets (Unaudited)
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F-1
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Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
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F-2
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Condensed Consolidated Statements of Cash Flows (Unaudited)
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F-3
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Notes to Condensed Consolidated Financial Statements (Unaudited)
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F-4 to F-25
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5
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September 30,
2018
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December 31,
2017
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(unaudited)
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ASSETS
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Current Assets:
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||||||||
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$
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29,713
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352,498
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Accounts receivable
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50,725
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27,557
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88,822
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59,827
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|||||||
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Inventory
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4,245
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4,395
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Prepaid expenses
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50,146
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50,525
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Total Current Assets
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223,651
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494,802
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Property, plant and equipment, net
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95,635
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155,029
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Total Assets
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$
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319,286
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649,831
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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Current Liabilities:
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||||||||
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Accounts payable, advances and accrued expenses
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$
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519,972
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582,781
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Accounts payable and accrued expenses-related party
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7,131
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508,853
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Income tax penalties payable
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80,000
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80,000
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Advances from a related party
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-
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341,355
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Notes payable, third parties
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80,510
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47,921
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||||||
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Total Current Liabilities
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687,613
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1,560,910
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Total Liabilities
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687,613
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1,560,910
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Commitments and Contingencies
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-
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-
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||||||||
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Stockholders' Equity (Deficit):
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||||||||
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Preferred stock, par value $0.0001, 5,000,000 shares authorized; none issued and outstanding as of September 30, 2018 and December 31, 2017
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-
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-
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||||||
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1,422
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1,192
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|||||||
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Additional paid-in capital
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33,841,702
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Accumulated deficit
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(37,950,401
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)
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(34,736,633
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)
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Accumulated other comprehensive income (loss)
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(48,901
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)
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(17,340
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)
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Stockholders' equity (deficit)
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(368,327
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)
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(911,079
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)
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Total Liabilities and Stockholders' Equity (Deficit)
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$
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319,286
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649,831
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See Notes to Unaudited Condensed Consolidated Financial Statements
F-1
Rafina Innovations Inc.
(Formerly HCi Viocare)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
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September 30,
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September 30,
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September 30,
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September 30,
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||||||||||||
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2018
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2017
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2018
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2017
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Revenues
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||||||||||||||||
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$
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91,173
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$
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50,218
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$
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325,256
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$
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269,918
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|||||||||
| Cost of goods sold |
(20,994
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) |
(8,037
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) |
(110,791
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) |
(84,616
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) | ||||||||
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Gross Profit
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70,179
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42,181
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214,465
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185,302
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||||||||||||
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||||||||||||||||
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Operating Expenses
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||||||||||||||||
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Depreciation
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17,288
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26,406
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56,070
|
74,583
|
||||||||||||
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Office rent
|
18,113
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26,421
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71,862
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73,529
|
||||||||||||
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Office expenses
|
61,350
|
43,340
|
197,473
|
139,274
|
||||||||||||
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Consultancy Fees
|
262,043
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302,825
|
1,071,802
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842,998
|
||||||||||||
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Professional fees
|
52,766
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12,655
|
118,086
|
267,140
|
||||||||||||
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Research and development
|
18,904
|
49,627
|
202,961
|
222,214
|
||||||||||||
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Travel and entertainment
|
17,220
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13,042
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92,303
|
41,418
|
||||||||||||
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Total Operating Expenses
|
447,684
|
474,316
|
1,810,557
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1,661,156
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||||||||||||
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|
||||||||||||||||
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Loss from Operations
|
(377,505
|
)
|
(432,135
|
)
|
(1,596,092
|
)
|
(1,475,854
|
)
|
||||||||
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|
||||||||||||||||
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Other Income (Expenses)
|
||||||||||||||||
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(Loss) on conversion of debt
|
(1,747
|
)
|
(17,707
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)
|
(1,609,436
|
)
|
(17,707
|
)
|
||||||||
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Gain (Loss) on foreign currency transaction
|
(2,278
|
)
|
(1,141
|
)
|
(5,755
|
)
|
343
|
|||||||||
|
Interest Expenses due to third party
|
(1,256
|
)
|
-
|
(2,485
|
)
|
-
|
||||||||||
|
-
|
(3,418
|
)
|
-
|
(5,520
|
)
|
|||||||||||
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Total Other Income (Expenses)
|
(5,281
|
)
|
(22,266
|
)
|
(1,617,676
|
)
|
(22,884
|
)
|
||||||||
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|
||||||||||||||||
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Loss before Provision for Income Tax
|
(382,786
|
)
|
(454,401
|
)
|
(3,213,768
|
)
|
(1,498,738
|
)
|
||||||||
|
|
||||||||||||||||
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Provision for Income Tax
|
-
|
-
|
-
|
-
|
||||||||||||
|
|
||||||||||||||||
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Net Loss
|
$
|
(382,786
|
)
|
$
|
(454,401
|
)
|
$
|
(3,213,768
|
)
|
$
|
(1,498,738
|
)
|
||||
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|
||||||||||||||||
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Basic and fully diluted loss per share
|
$
|
(0.03
|
)
|
$
|
(0.05
|
)
|
$
|
(0.24
|
)
|
$
|
(0.11
|
)
|
||||
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|
||||||||||||||||
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Weighted average shares outstanding
|
14,312,670
|
9,903,242
|
13,184,341
|
9,753,242
|
||||||||||||
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|
||||||||||||||||
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Comprehensive Income (Loss):
|
||||||||||||||||
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Net loss
|
$
|
(382,786
|
)
|
$
|
(454,401
|
)
|
$
|
(3,213,768
|
)
|
$
|
(1,498,738
|
)
|
||||
|
Effect of foreign currency translation
|
(6,919
|
)
|
(26,421
|
)
|
(31,561
|
)
|
(89,123
|
)
|
||||||||
|
Comprehensive Loss
|
$
|
(389,705
|
)
|
$
|
(480,822
|
)
|
$
|
(3,245,329
|
)
|
$
|
(1,587,861
|
)
|
||||
See Notes to Unaudited Condensed Consolidated Financial Statements
F-2
Rafina Innovations Inc.
(Formerly HCi Viocare)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
For the Nine Months Ended
|
|||||||
|
|
September 30,
|
|||||||
|
|
2018
|
2017
|
||||||
|
|
||||||||
|
Operating Activities
|
||||||||
|
$
|
(3,213,768
|
)
|
$
|
(1,498,738
|
)
|
|||
|
Adjustments to reconcile net loss to net cash used by operating activities:
|
||||||||
|
Amortization of stock options
|
369,287
|
367,629
|
||||||
|
Share based compensation
|
468,842
|
407,650
|
||||||
|
Shares issued for services provided
|
-
|
119,950
|
||||||
|
1,609,436
|
17,707
|
|||||||
|
Depreciation
|
56,070
|
74,583
|
||||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Decrease (Increase) in accounts receivable
|
(24,527
|
)
|
(36,995
|
)
|
||||
|
Decrease (Increase) in prepaid expense
|
(31,269
|
)
|
1,282
|
|||||
|
Decrease (Increase) in other receivable
|
(867
|
)
|
2,430
|
|||||
|
Decrease (Increase) in inventory
|
-
|
562
|
||||||
|
Increase (Decrease) in accounts payable and accrued expenses
|
(64,884
|
)
|
128,186
|
|||||
|
Increase (Decrease) in accounts payable and accrued expenses, related party
|
(67,362
|
)
|
(49,103
|
)
|
||||
|
Net cash used by operating activities
|
(899,042
|
)
|
(464,857
|
)
|
||||
|
|
||||||||
|
Investing Activities
|
||||||||
|
Net cash (used) by investing activities
|
-
|
-
|
||||||
|
|
||||||||
|
Financing Activities
|
||||||||
|
Advances and loans from related parties
|
202,345
|
149,708
|
||||||
|
(Repayments), advances and loans from related party
|
(314,041
|
)
|
(250,384
|
)
|
||||
|
Loans from third parties
|
34,673
|
121,535
|
||||||
|
Proceeds from private placement
|
664,911
|
552,784
|
||||||
|
Net cash provided by financing activities
|
587,888
|
573,643
|
||||||
|
|
||||||||
|
Increase (decrease) in cash
|
(311,154
|
)
|
108,786
|
|||||
|
Cash at beginning of period
|
352,498
|
2,492
|
||||||
|
Effects of exchange rates on cash
|
(11,631
|
)
|
(41,317
|
)
|
||||
|
Cash at end of period
|
$
|
29,713
|
$
|
69,961
|
||||
|
|
||||||||
|
Supplemental Disclosures of Cash Flow Information:
|
||||||||
|
Cash paid (received) during year for:
|
||||||||
|
Interest
|
$
|
-
|
$
|
-
|
||||
|
Income taxes
|
$
|
-
|
$
|
-
|
||||
|
Supplemental Non-Cash Activities
|
||||||||
|
Loan and accrued interest settled with shares
|
$
|
-
|
$
|
86,793
|
||||
|
Reclassification of related party accounts payable and advances to convertible debt, related parties
|
$
|
721,564
|
$
|
-
|
||||
|
Shares issued to settle convertible notes, related parties, accounts payable and advances, related parties
|
$
|
811,241
|
$
|
-
|
||||
See Notes to Unaudited Condensed Consolidated Financial Statements
F-3
Rafina Innovations Inc.
(Formerly HCi Viocare)
For the Nine Months Ended September 30, 2018
Note 1 - ORGANIZATION AND BUSINESS BACKGROUND
Rafina Innovations Inc. (formerly: HCi Viocare) ("VICA" or the "Company") was incorporated on March 26, 2007 under the laws of the State of Nevada. The Company has selected December 31 as its fiscal year end.
While the Company has generated revenues from a segment of its planned principal operations, we are not yet able to meet operational overheads and are not yet profitable. We are considered an emerging growth enterprise. The Company was originally formed to sell medical devices with an emphasis on portable medical devices designed for home treatments with the initial focus in the northern regions of China. The Company's intent was to seek strategic relationships with medical device manufacturers both in China and North America with the aim to be their sales and distribution agent in Northern China and to assist Chinese medical device manufacturers on the development of the North American market.
On September 10, 2013, the controlling shareholder of the Company sold his controlling interest in the shares of the Company and there was a change in the Board of Directors of the Company, effecting a change in control of the Company. The business of the Company remains in the field of medical devices and other opportunities related to their uses. We are currently engaged in the technology development and licensing of bioengineering innovations for the health, sports and wellness sectors, and operate a prosthetic and orthotic (P&O) total rehabilitation clinic in Glasgow, Scotland.
On January 15, 2014, the Company incorporated two wholly-owned subsidiaries in Scotland, U.K., HCi Viocare Technologies Limited and HCi Viocare Clinics UK Limited. The Company intends to operate in Scotland under these two subsidiaries, one of which will undertake the development and marketing of technologies and the other which is a P&O clinic, which will serve as the center of reference and training for the Company's further clinics.
On February 12, 2014, through our wholly owned subsidiary, HCi Viocare Technologies Limited, the Company acquired an interest in a patented technology known as "Socket-Fit". SocketFit is a system that will help overcome technical and resource hurdles endemic to the prosthetic sector. The system has been designed with the aim of offering optimally fitted prosthetic sockets that will reduce the number of prostheses made for patients, resulting in a reduced number of visits by the patient to the prosthetic, and also assisting in the rehabilitation of amputees. Socket-Fit is a digital system for assessing an amputee's residual limb and for the production of truly functional and comfortable prosthetic sockets. The technology takes account of the external and internal geometry of the amputee's stump, the biomechanical properties of each individual soft tissue layer and the boundary and loading conditions of a complete prosthesis to generate a virtual 3D model of the residual limb making it possible to produce an accurate, functional and comfortable prosthetic socket. By minimizing the time and cost of socket production and reducing the number of faulty sockets there will be a reduction in costs incurred by health services and insurance companies worldwide as well as benefits to the amputee. The Company intends to undertake and fund, through its U.K. subsidiary, a project to improve the nature of the data used in socket modeling software with a view to creating a system that will enable prosthetists to build a socket that evenly distributes weight, provides enhanced comfort, and can be marketed and used across the industry for improved socket creation.
On February 19, 2014, the Company filed a Certificate of Amendment with the Secretary of State of Nevada to change the name of the Company to HCi Viocare effective March 21, 2014. Effective March 21, 2014, in accordance with approval from FINRA, we changed our name from China Northern Medical Device, Inc. to HCi Viocare. Concurrently we commenced trading on the Over-the-Counter Bulletin Board under the symbol "VICA".
F-4
Rafina Innovations Inc.
(Formerly HCi Viocare)
Notes to Unaudited Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2018
Note 1 - ORGANIZATION AND BUSINESS BACKGROUND (continued)
On April 16, 2014, through our wholly owned subsidiary HCi Viocare Technologies Limited, we acquired all rights and interest in and to the background Intellectual Property Rights ("IPR") for a developing technology known as "Smart Insole". The Smart Insole system is believed to be a state-of-the-art, pressure and shear (friction)-sensing insole that can wirelessly communicate with connected devices. The insole has a number of applications, including the mitigation of diabetic foot complications, such as ulceration, infection and amputation, in clinical gait analysis and in sports, as a wearable device to help athletes optimize their performance and prevent injury. The sensing system is very low cost, compared to traditional pressure sensing technologies, in our opinion making such applications affordable to the consumer for the first time.
On June 9, 2014, the Company, through our wholly owned subsidiary, HCi Viocare Clinics, acquired W D Spence Prosthetics Limited (the "Clinic"). The Clinic is located in Glasgow, Scotland, and is a fully operational prosthetics and orthotics clinic. The acquisition of the Clinic is the first step to the Company's and HCi Viocare Clinics' intention to develop the first chain of prosthetics and orthotics (P&O) and diabetic foot rehabilitation clinics in the European market, covering Southern Europe, the Middle East and North Africa.
On March 31, 2015, the Company's wholly owned subsidiary HCi Viocare Clinics and its subsidiary W D Spence Prosthetics Limited completed a merger with the resulting combined entity having the name HCi Viocare Clinics UK Limited.
On July 8, 2015, the Company incorporated HCi Viocare Clinics (Hellas) S A in order to carry out operations for the planning and development of a P&O clinic in Athens, Greece. On August 2, 2017 the Company commenced the dissolution and liquidation of this corporation. As at the date of this report, the dissolution has not yet been concluded.
On May 24, 2018 the Company incorporated a wholly owned subsidiary for purposes of completing a merger and name change from HCi Viocare to Rafina Innovations, Inc. Concurrently the Company's Board of Directors approved a reverse share split on the basis 20 for 1. The name change and reverse share split became effective on July 9, 2018. Unless otherwise noted, impacted share amounts and per share information included in the financial statements and notes thereto have been retroactively adjusted for the reverse share split as if such share split occurred on the first day of the first period presented. Certain amounts in the notes to the financial statements may be slightly differently than previously reported due to rounding of fractional shares as a result of the reverse share split.
Note 2 - GOING CONCERN
The Company incurred net losses of $382,786 and $3,213,768 for the three and nine months ended September 30, 2018, respectively, and net loss of $454,401 and $1,498,738 for the three and nine months ended September 30,2017, respectively and has a retained deficit of $37,950,401. In addition, the Company had a working capital deficiency of $463,962 and a stockholders' deficit of $368,327 at September 30, 2018. These factors raise substantial doubt about the Company's ability to continue as a going concern.
There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company's existing stockholders.
F-5
Rafina Innovations Inc.
(Formerly HCi Viocare)
Notes to Unaudited Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2018
Note 2 - GOING CONCERN (continued)
The accompanying financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.
The Company has relied heavily for its financing needs up until the close of fiscal 2017 on its Chief Executive Officer and President as more fully disclosed in Note 10.
Note 3 - CONTROL BY PRINCIPAL STOCKHOLDER/OFFICER
Up until March 2018 our Chief Executive Officer owned beneficially and, in the aggregate, the majority of the voting power of the Company. On March 22, 2018 and March 30, 2018 respectively, Sotirios Leontaritis, the President, Chief Executive Officer and a Director of the Company, entered into a Share Purchase Agreement (the "SPA") and an amendment thereto (the "Addendum"), (collectively herein referred to herein as the "Agreement") with Maschari Ltd. ("Maschari"), a Company incorporated in Cyprus, pursuant to which Mr. Leontaritis sold 6,135,529 of his restricted common shares to Maschari. The shares sold by Mr. Leontaritis represented approximately 42.6% of the Company's total outstanding shares of common stock. Mr. Leontaritis continues to hold 1,965,619 shares of the Company's common stock representing approximately 13.6% of the issued and outstanding shares. As a result of the aforementioned transaction, Maschari has the ability to control the approval of most corporate actions, including increasing the authorized capital stock and the dissolution, merger or sale of the Company's assets, as may be presented at Shareholder meetings from time to time.
Note 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principals of Consolidation
The consolidated financial statements include the accounts of Rafina Innovations Inc. and its wholly-owned subsidiaries, HCi Viocare Technologies Limited, HCi Viocare Clinics UK Limited and HCi Viocare Clinics (Hellas) S.A. On August 2, 2017 the Company commenced the dissolution and liquidation of HCi Viocare Clinics (Hellas) S.A. All significant intercompany balances and transactions have been eliminated.
Basis of Presentation
The interim unaudited financial information referred to above has been prepared and presented in conformity with accounting principles generally accepted in the United States applicable to interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The interim financial information has been prepared on a condensed basis, such that certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted in accordance with rules and regulations of the Securities and Exchange Commission. These interim financial statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading.
This report on Form 10-Q should be read in conjunction with the Company's financial statements and notes thereto included in the Company's Form 10-K for the fiscal year ended December 31, 2017 filed on May 17, 2018. Results of the three and nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ended December 31, 2018 and any other future periods.
F-6
Rafina Innovations Inc.
(Formerly HCi Viocare)
Notes to Unaudited Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2018
Note 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results when ultimately realized could differ from these estimates.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits in banks with maturities of three months or less, and all highly liquid investments which are unrestricted as to withdrawal or use, and which have original maturities of three months or less.
Foreign Currencies
Items included in the consolidated financial statements of each of the Company and its subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the 'functional currency'). The Company's reporting currency is the U.S. dollar. The functional currency of subsidiaries based in the UK is pound sterling and the functional currency of the Company's subsidiary based in the Greece is the Euro. All transactions initiated in Pounds and Euro are translated into U.S. dollars in accordance with Accounting Standards Codification ("ASC") 830-30, "Translation of Financial Statements," as follows:
|
i)
|
assets and liabilities are translated at the closing rate at the date of the balance sheet, or
|
1USD=0.86153EUR, 1USD=0.76728GBP (September 30, 2018), and;
1USD=0.8347EUR, 1USD=0.74108GBP (December 31, 2017);
|
ii)
|
income and expenses are translated at average exchange rates for nine months ended September 30, or
|
1USD=0.8374EUR, 1USD=0.7404GBP (September 30, 2018), and;
1USD=0.9000EUR, 1USD=0.7846GBP (September 30, 2017);
|
iii)
|
all resulting exchange differences are recognized as other comprehensive income, a separate component of equity.
|
Adjustments arising from such translations are included in accumulated other comprehensive income (loss) in stockholders' equity.
Revenue Recognition
Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured.
F-7
Rafina Innovations Inc.
(Formerly HCi Viocare)
Notes to Unaudited Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2018
Note 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenue Recognition (cont'd)
The Company recognizes revenue when the earnings process is complete and persuasive evidence of an arrangement exists. This generally occurs for revenue recorded in our P&O Clinics division when prosthetic products are fitted to customers, both title and the risks and rewards of ownership are transferred or services have been rendered and accepted, the selling price is fixed or determinable, and collectability is reasonably assured. Revenue is recognized upon issuance of an invoice and completion of each concluded stage of work performed on a prosthetic product. The Company recognizes revenue from its technology licensing fees and/or product development fees upon conclusion of services provided under contract.
There was no impact on the Company's financial statements as a result of adopting Topic 606 for the three and nine months ended September 30, 2018 and 2017.
Inventory
Inventories, which consist principally of raw materials and parts, are stated at the lower of cost or market. Cost is determined using the first-in, first-out method and are adjusted to actual cost quarterly based on a physical count. Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. Work-in-process inventory consists of materials, labor and a predetermined fixed rate of overhead which is valued based on established standards for the stage of completion of each custom order. We do not carry finished goods on hand. Material, labor and overhead costs are determined at the individual clinic level. Presently we only maintain very limited parts and raw materials inventory.
Warranty
We do not record warranty liabilities at the time of sale for the estimated costs that may be incurred under the terms of the applicable limited warranty as all component parts are covered by our respective industry suppliers.
Advertising Costs
The Company expenses advertising costs as incurred or the first time the advertising takes place, whichever is earlier, in accordance with ASC 720-35. Advertising costs were immaterial for the three and nine months ended September 30, 2018 and 2017, respectively.
Research and Development Costs
The Company charges research and development costs to expense when incurred in accordance with FASB ASC 730, "Research and Development". Research and development costs were $18,904 and $202,961for the three and nine months ended September 30, 2018, and $49,627 and $222,214 for the three and nine months ended September 30, 2017. During the period ended September 30, 2018, HCi Viocare Technologies Limited, the Company's subsidiary, received $52,766 (GBP 39,066) from the UK government as research and development tax credit.
Related parties
For the purposes of these financial statements, parties are considered to be related if one party has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Company and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.
F-8
Rafina Innovations Inc.
(Formerly HCi Viocare)
Notes to Unaudited Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2018
Note 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Stock-based compensation
For stock-based compensation, the Company follows the guidance codified in the Compensation – Stock Compensation Topic of FASB ASC ("ASC 718"). The Company determines the value of stock issued at the date of grant. It also determines at the date of grant, the value of stock at fair market value or the value of services rendered (based on contract or otherwise) whichever is more readily determinable.
The Company accounts for income taxes in accordance with FASB ASC 740, "Income Taxes", which requires the asset and liability approach for financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The Company has a retained deficit from operations. Because there is no certainty that we will realize taxable income in the future, the Company did not record any deferred tax benefit as a result of these losses and recorded a valuation allowance offsetting the entire potential tax benefit.
Income tax years for 2014 through 2016 have been remitted timely and remain open to examination by the taxing authorities. The tax return for fiscal 2017 has not yet been filed. The Company has been assessed late filing penalties of $10,000 per year, as well as accrued interest thereon, for each of the late filed returns for the periods from inception to December 31, 2012. Prior to a change in control at the close of fiscal 2013, prior management had not timely filed its annual tax returns. We have estimated and accrued penalties of $80,000 as taxes payable in our financial statements. The Company has retained a tax professional to assist in reaching a settlement with the IRS.
Comprehensive Income
FASB ASC 220, "Comprehensive Income", establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income, as defined, includes all changes in equity during a period, exclusive of shareholder transactions. Accordingly, comprehensive income (loss) may include certain changes in shareholders' equity (deficit) that are excluded from net income (loss).
Segment Reporting
FASB ASC 820 "Segments Reporting" establishes standards for reporting information about operating segments on a basis consistent with the Company's internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. Our proposed business segments are expected to span more than one geographical area. Specifically, the Company intends to operate prosthetic and orthotic rehabilitation clinics with various European based locations, as well as a corporate development and technology center which will undertake ongoing research and marketing activities.
F-9
(Formerly HCi Viocare)
Notes to Unaudited Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2018
Basic and Diluted Loss per Share
The Company reports earnings per share in accordance with FASB ASC 260, "Earnings Per Share." FASB ASC 260 requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company had potentially dilutive securities outstanding (convertible debt and liabilities) for the period ended September 30, 2018 and December 31, 2017, respectively, however, since the Company reflected a net loss in the three and nine months ended September 30, 2018 and 2017, the effect of considering any common stock equivalents, if outstanding, would have been anti-dilutive. A separate computation of diluted earnings (loss) per share is not presented.
|
|
September 30, 2018
|
December 31, 2017
|
||||||
|
Common stock issuable upon conversion of 25,000 Series A Preferred Stock Options
|
500,000
|
500,000
|
||||||
|
Common stock issuable upon exercise of stock options
|
1,900,000
|
1,400,000
|
||||||
|
Total
|
2,400,000
|
1,900,000
|
||||||
Accounting principles generally accepted in the United States define fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2: Input other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company.
Level 3: Unobservable inputs. Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability.
An asset or liability's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment in determining fair value of assets and liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 and Level 2 assets or liabilities.
F-10
(Formerly HCi Viocare)
Notes to Unaudited Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2018
Note 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Recent Issued Accounting Pronouncements
.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The amendments in this Update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 will be effective for the Company beginning on October 1, 2019. Early adoption is permitted. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases to clarify the implementation guidance and ASU No. 2018-11, Leases (Topic 842) Targeted Improvements. This updated guidance provides an optional transition method, which allows for the initial application of the new accounting standard at the adoption date and the recognition of a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the period of adoption. We have begun to identify our significant lease contracts and are in the process of evaluating the effect of the new guidance on our consolidated financial statements and related disclosures.
There were various accounting standards and interpretations issued recently, none of which are expected to have a material effect on the Company's operations, financial position or cash flows.
Note 5 - PREPAID EXPENSES
Prepaid expenses consist of the following:
|
|
September
30, 2018
|
December
31, 2017
|
||||||
|
$
|
38,241
|
$
|
39,582
|
|||||
|
Travel advances and other expenses
|
11,905
|
10,943
|
||||||
|
Total prepaid expense
|
$
|
50,146
|
$
|
50,525
|
||||
Note 6 – OTHER RECEIVABLES
From time to time the Company makes short term loans to third parties in order to facilitate its business operations. The loans bear interest ranging from 1.5% to 4% per annum and generally have terms of between 60 to 180 days. In general, the Company forgives accrued interest on principal when these short-term loans are repaid on time.
Property and improvements consisted of the following as of September 30, 2018 and December 31, 2017:
|
|
September 30,
2018
|
December 31,
2017
|
||||||
|
Cost
|
||||||||
|
$
|
197,171
|
$
|
203,990
|
|||||
|
Furniture and fixture
|
31,695
|
32,781
|
||||||
|
Computers and equipment
|
33,062
|
33,144
|
||||||
|
Vehicle
|
58,036
|
59,902
|
||||||
|
Machine and plant
|
8,892
|
9,206
|
||||||
|
Lab equipment
|
32,958
|
34,123
|
||||||
|
|
361,814
|
373,146
|
||||||
|
Less: accumulated depreciation and impairment
|
(266,179
|
)
|
(218,117
|
)
|
||||
|
Total
|
$
|
95,635
|
$
|
155,029
|
||||
F-11
Rafina Innovations Inc.
(Formerly HCi Viocare)
Notes to Unaudited Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2018
Note 7 - PROPERTY AND EQUIPMENT (continued)
Leasehold improvements are amortized over the term of the lease: three to ten years.
Furniture is depreciated over three to five years and computer and equipment is depreciated over three years.
Vehicles are depreciated over five years.
Machine equipment and lab equipment are depreciated over 4 years.
Depreciation expense amounted to $17,288 and $56,070 for the three and nine months ended September 30, 2018, respectively.
Depreciation expense amounted to $26,406 and $74,583 for the three and nine months ended September 30, 2017, respectively.
Note 8 - OFFICE LEASE
Office in Greece
On February 3, 2014, the Company leased office space in Paleo Faliro, Greece on a three-year lease, commencing on March 1, 2014 and ending on February 28, 2017. The monthly rental fee is $1,900 (EUR € 1,554) including applicable taxes in the first year. Thereafter, for every further lease year and for the whole duration of the lease agreement, as well as in case of compulsory statutory extension or extension by tacit agreement, the monthly rent shall be annually adjusted by a percentage equal to the Consumer Price Index of the adjustment month with respect to the respective month of the year before (simple annual rate of change), as this is calculated by the Hellenic Statistical Authority (ELSTAT), plus two (2) percentage points (+2%).
Under the term of the lease agreement, the Company paid a total of $25,010 (EUR €18,540) including $4,047 (EUR €3,000) for a deposit and $20,963 (EUR €15,540) for ten months' rental fee upon executing the agreement. As of September 30, 2018, $3,482 (EUR €3,000) is shown as deposits in the prepaid account. The lease has been renewed effective June 13, 2017 for a term of 3 years terminating on February 28, 2020 at a rate of $1,848 (EUR€1,592) plus a fee of 3.6%.
On September 3, 2018, the Company's lease in Paleo Faliro was terminated by the Lessor. The Company and the Lessor are currently negotiating a settlement of the remaining lease obligation.
Clinic in Greece
On December 29, 2014, the Company leased office space at Peania Region of Attica in Greece on a ten-year lease, commencing on January 1, 2015 and ending on October 5, 2024. The monthly rental fee is $6,996 (EUR €6,233) plus applicable taxes and the monthly operating cost estimate is $1,120 (EUR €997).
Under the term of the lease agreement, the Company paid a total of $13,991 (EUR €12,465) as deposits in the prepaid account.
F-12
(Formerly HCi Viocare)
Notes to Unaudited Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2018
Note 8 - OFFICE LEASE (continued)
On October 9, 2015, the terms of the lease were amended to include the following provisions:
|
-
|
Effective September 1, 2015, the monthly rental fee shall be reduced to $3,500 (EUR €3,116) for a period of 12 months ending August 31, 2016.
|
|
-
|
In the event that the Lessee commences leasehold improvements prior to August 31, 2016, it shall inform the Lessor respectively and pay retroactively the remaining balance of the total amount of monthly rental in full from the period commencing September 1, 2015, as if they have not been reduced;
|
|
-
|
In the event that the Company does not proceed with leasehold improvements in the 12-month period, the lease agreement will terminate and the Lessor with retain the deposit.
|
|
-
|
The Lessor until such time as the leasehold improvements commence, may at any time and without indemnity terminate the lease agreement with a 30-day prior written notice to the Lessee.
|
As of December 31, 2016, the Company and the Lessor concluded the Termination of Lease Agreement dated August 1, 2016, and the Lessor waived all maintenance charges and utility charges for fiscal 2016. The following table is the summary of balance owing to Lessor as at September 30, 2018 and December 31, 2017:
|
|
September 30,
2018
|
December 31,
2017
|
||||||
|
|
||||||||
|
$
|
15,732
|
$
|
16,238
|
|||||
|
Amount owed for utility charges
|
16,284
|
16,807
|
||||||
|
|
$
|
32,016
|
$
|
33,045
|
||||
On March 2, 2015, the Company entered into a lease agreement for a modern, stand-alone 5,300 square foot facility in Glasgow, Scotland with an entry date of March 1, 2015. The building will host the Company's first Viocare center, a full-service Prosthetic and Orthotic ("P&O") practice with a superior standard of personalized care. The renovations to the clinic were completed in June, and the facility was opened on August 1, 2015 with an official ribbon cutting on 25 September 2015. During the first year from the date of entry, the lease fees are USD$26,066 (GBP £20,000) per annum (exclusive of VAT). On the second anniversary of the date of entry, the lease will increase to USD$52,132 (GBP £40,000) per annum (exclusive of VAT). In the third anniversary of the date of entry, the lease will be USD$52,132 (GBP £40,000) per annum (exclusive of VAT). In the fourth anniversary of the date of entry, the lease will decrease to USD$39,100 (GBP £30,000) per annum (exclusive of VAT). In the fifth anniversary of the date of entry, the lease will be USD$52,132 (GBP £40,000) per annum (exclusive of VAT).
Under the term of the lease agreement, the Company paid a total of $26,066 (GBP £20,000) as security deposits which amount is included on the Company's balance sheet in prepaid expenses.
|
Location
|
September 30, 2018
|
December 31, 2017
|
||||||
|
$
|
3,482
|
$
|
3,594
|
|||||
|
UK
|
34,759
|
35,988
|
||||||
|
|
$
|
38,241
|
$
|
39,582
|
||||
F-13
Rafina Innovations Inc.
(Formerly HCi Viocare)
Notes to Unaudited Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2018
Note 8 - OFFICE LEASE (continued)
As of September 30, 2018, the approximate future aggregate minimum lease payments in respect of our current obligations were as follows:
|
Location
|
|
Greece
|
|
|
United Kingdom
|
|
||
|
2018
|
|
|
5,411
|
|
|
|
10,318
|
|
|
2019
|
|
|
21,645
|
|
|
|
49,960
|
|
|
2020
|
|
|
3,607
|
|
|
|
8,688
|
|
|
|
|
$
|
30,663
|
|
|
$
|
68,966
|
|
Note 9 - LOANS
On January 5, 2017, HCi Viocare Clinics Hellas S.A., the Company's subsidiary, entered into a loan agreement with a third party to borrow a total of EUR 40,000 (US$46,429) with an annual interest rate of 5%, payable within one year from the date of the agreement. As at September 30, 2018 and December 31, 2017 a total of $50,452 and $50,276, respectively, including accrued interest to date, remained due and payable in respect of this loan. Interest expenses of $1,791 were accrued in the nine months ended September 30, 2018. The loan was not repaid in January 2018 and is currently in default.
On July 27, 2018, HCi Viocare Clinics UK Limited, the Company's subsidiary, entered into a loan agreement with a third party to borrow a total of EUR 30,000 (US$34,081) with an annual interest rate of 6%, payable within six months from the date of the agreement. As at September 30, 2018 and December 31, 2017 a total of $34,480 and $0, respectively, including accrued interest to date, remained due and payable in respect of this loan. Interest expenses of $413 were accrued in the nine months ended September 30, 2018.
Note 10 - COMMITMENTS
|
Consulting Agreement with Dr. Christos Kapatos
|
On April 16, 2014, the Company entered into a Consulting Agreement with Christos Kapatos whereby he will provide his services as Chief Technical Officer for the Company and the Company's wholly-owned subsidiaries. The contract has a term of one year, renewable for such further term as may be mutually agreed between the parties. In the case that a research and development project is initiated and completed during the term of the agreement, Kapatos shall receive seventy thousand (70,000) shares of the Company's common stock for each research project completed with a valuation less than twenty million dollars ($20,000,000 USD), one hundred and seventy-five thousand (175,000) shares of the Company's common stock for each research project completed with a valuation equal or greater than twenty million US dollars ($20,000,000 USD). Details of compensation under the terms of the consulting agreement are included in Note 11(ii).
|
Consulting Agreement with JAMB
|
Effective July 10, 2017, the Company entered into a business consulting agreement (the "Consulting Agreement") with JAMB Group LLC. ("Consultant") for services to commence July 15, 2017 and to continue for a period of twelve (12) months thereafter. Under the terms of the Agreement, the Consultant shall provide consulting services to the Company for the development and expansion of its business, including the introduction to specific Targets for the purposes of financing transactions or other business relationship. The Consultant is entitled to compensation for the provision of services in the form of 25,000 shares of the common stock which were issued upon execution of the Consulting Agreement, as well as certain other fees and consideration.
F-14
(Formerly HCi Viocare)
Notes to Unaudited Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2018
Note 10 - COMMITMENTS (continued)
|
(2)
|
Consulting Agreement with JAMB (cont'd)
|
25,000 shares have been valued at $79,950, the fair market value of $3.198 per share, on issue date, which amount has been expensed as consulting expenses in the year ended December 31, 2017. The contract expired without renewal in the current nine months ended September 30, 2018.
|
Consulting Agreement with Mr. Stefanos Batzakis
|
On September 1, 2017, the Company entered into a one-year consulting agreement (the "Agreement") with Mr Stefanos Batzakis. As per terms of said Agreement Batzakis will provide services to the Company as IT Solutions Manager, for a term of one (1) year and receive compensation in the form of stock, namely twenty-five thousand (25,000) common shares, which were issued upon signing of this Agreement.
25,000 shares have been valued at $40,000, the fair market value of $1.60 per share on issue date, which amount has been expensed as consulting expenses in the year ended December 31, 2017. The contract expired without renewal in the current nine months ended September 30, 2018.
|
(4)
|
Consulting Agreement with Dr. Ioannis Doupis
|
On October 9, 2017, the Company appointed Dr. Ioannis Doupis, to the Advisory Board of the Company originally formed on April 15, 2014 and Concurrently entered into an advisory board agreement. Compensation shall be the grant of a total of 25,000 shares of the Company's common stock valued at the fair market price on the date of grant of $1.40 per share. The advisory board appointment is for a term of one year.
25,000 shares have been valued at $35,000, the fair market value of $1.40 per share on issue date, which amount has been expensed as consulting expenses in the year ended December 31, 2017. On October 3, 2018 the Company's Board of Directors determined to terminate the Company's advisory board.
|
(5)
|
Consulting Agreement with Ms. Paraskevi Pilarinou
|
On December 12, 2017, the Company entered into a consulting agreement (the "Agreement") with Ms. Paraskevi Pilarinou (the "Consultant"). Under the terms and conditions of the Agreement the Consultant shall be employed in the position of Financial Controller of the Company. The Agreement has a three-year term starting on January 2, 2018 and ending on January 1, 2021 and the Consultant shall be remunerated with a monthly fee of EUR2,000 (IUSD$2,320) and was issued 100,000 shares of the Company's common stock. The 100,000 shares were issued as compensation as of the date of the agreement and were valued at $1 per share or $100,000, the fair market value on the date of issuance in the year ended December 31, 2017.
|
(6)
|
Consulting Agreement with Charalampos Sgardelis
|
On January 2, 2017, the Company entered into a one-year consulting agreement (the "Agreement") with Mr. Charalampos Sgardelis ("Sgardelis"). Under the terms of the Agreement, Sgardelis provides services to the Company as Business Development Manager, for a term of one (1) year and receives compensation of Two Thousand Euros (2,000 €) (USD$2,320) per month.
On February 26, 2018 the Company approved a three (3) year extension to the Agreement (the "Addendum") between the Company and Sgardelis. Under the terms and conditions of the Addendum, Sgardelis is entitled to receive compensation of Three Thousand Euros (3,000 €) (USD$3,480) per month and shall be awarded 250,000 common shares upon execution of the Addendum. The shares were valued at fair market value on the date of issuance or $0.98 per share for total consideration of $245,000. Subsequent to the period ended September 30, 2018, on November 17, 2018, the Company terminated the consulting agreement with Mr. Sgardelis.
F-15
Rafina Innovations Inc.
(Formerly HCi Viocare)
Notes to Unaudited Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2018
Note 10 - COMMITMENTS (continued)
|
(7)
|
Advisory Agreement with Ravi Vaidyanathan
|
On March 27, 2018, the Company entered into a one-year advisory agreement (the "Agreement") with Mr. Ravi Vaidyanathan (the "Advisor"). Under the terms and conditions of the Agreement, the Advisor is appointed to the Company's Scientific Advisory Board and is entitled to remuneration for the provision of services in the form of 25,000 shares of the common stock to be issued upon signing of the Agreement. Further, the Advisor shall be granted additional 12,500 shares of the common stock to be issued after a time-period of six (6) months from the signing of the Agreement. The Advisor shall serve on the Scientific Advisory Board in the position of Biomechatronics and Human Augmentation Advisor. The Company or the Advisor may terminate the agreement upon 30 days written notice. The issued shares were valued at fair market value on the date of issuance or $1.10 per share for total consideration of $27,500. On October 3, 2018 the Company's Board of Directors determined to terminate the Company's advisory board and no further shares will be issued to Mr. Vaidyanathan under the terms of this Agreement.
|
Addendum to Service Agreement with Nikolaos Gemelos
|
On January 16, 2018, the Company entered into a one-year service agreement (the "Agreement") with Mr. Nikolaos Gemelos ("Gemelos"). Under the terms of the Agreement, Gemelos provides services to the Company as Consultant, for a term of one (1) year and he is entitled to a success fee of 5% of the amount actually invested in the Company by introduced accredited investors, and 5% of the amount invested in the form of restricted shares of the common stock of the Company. On May 3, 2018, the Company entered into an amendment to the aforementioned Agreement. Under the terms and conditions of this Addendum, Gemelos shall be awarded 5,000 restricted common shares upon execution of the Addendum. The shares were valued at fair market value on the date of issuance or $1.34 per share for total consideration of $6,700.
|
(9)
|
Service Agreement with Georgios Dritsoulas
|
On June 7, 2018, the Company entered into a six-month service agreement with Mr. Georgios Dritsoulas. As per terms of said Agreement, Mr. Dritsoulas will provide services to the Company as Consultant for the development and expansion of the Company's business for a term of six (6) months. Mr. Dritsoulas received compensation of 2,500 restricted common shares as compensation for the services provided. The issued shares were valued at fair market value on the date of issuance or $2 per share for total consideration of $5,000.
Note 11 - RELATED PARTY TRANSACTIONS
The following table provides details of the Company's related party transactions during the three and nine months ended September 30, 2018 and 2017
|
(a)
|
Services provided from related parties:
|
|
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
||||||||||||||
|
|
2018
|
2017
|
2018
|
2017
|
||||||||||||
|
$
|
33,739
|
$
|
30,000
|
$
|
107,472
|
$
|
90,000
|
|||||||||
|
Consulting fees from a Director (ii)
|
13,978
|
11,697
|
44,700
|
33,332
|
||||||||||||
|
Professional fees from Director (iii)
|
3,374
|
3,509
|
10,747
|
9,999
|
||||||||||||
|
11,808
|
7,018
|
37,615
|
19,999
|
|||||||||||||
|
Stock options granted to CEO and President (i)
|
122,544
|
-
|
367,630
|
-
|
||||||||||||
|
Stock options granted to Director (ii)
|
45,300
|
-
|
135,900
|
-
|
||||||||||||
|
Stock options granted to VP (iv)
|
16,800
|
-
|
50,400
|
187,200
|
||||||||||||
|
Stock award granted to Director (iii)
|
-
|
-
|
-
|
172,000
|
||||||||||||
|
|
$
|
247,543
|
$
|
52,224
|
$
|
754,464
|
$
|
512,530
|
||||||||
F-16
(Formerly HCi Viocare)
Notes to Unaudited Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2018
Note 11 - RELATED PARTY TRANSACTIONS (continued)
F-17
(Formerly HCi Viocare)
Notes to Unaudited Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2018
Note 11 - RELATED PARTY TRANSACTIONS (continued)
|
(a)
|
Services provided from related parties (cont'd)
|
|
(iii)
|
On September 10, 2013, the Board of Directors of the Company elected Nikolaos Kardaras as Secretary and a director of the Company. During each of fiscal 2017 and fiscal 2016, Mr. Kardaras invoiced the Company EUR12,000 for services rendered in his capacity as a director which amount totaled US$13,500 and $13,300 respectively. During the nine months ended September 30, 2018 Mr. Kardaras invoiced the Company EUR9,000 (USD$10,747)
On March 3, 2017, the Company approved the issuance of 50,000 common shares for the services provided by Mr. Nikolaos Kardaras in the form of a stock award which vested as of the date of grant. 50,000 shares have been valued at $172,000, the fair market value of $3.44 per share on issue date, which amount has been expensed as stock-based compensation. On October 3, 2018 Mr. Kardaras resigned as secretary and director of the Company. He remains the Company's in house legal advisor.
|
F-18
(Formerly HCi Viocare)
Notes to Unaudited Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2018
Note 11 - RELATED PARTY TRANSACTIONS (continued)
|
(b)
|
Accounts payable and accrued liabilities from related parties:
|
|
|
September 30,
|
December 31,
|
||||||
|
2018
|
2017
|
|||||||
|
$
|
-
|
$
|
413,010
|
|||||
|
Director (ii)
|
5,390
|
95,843
|
||||||
|
Consulting fees for VP (iv)
|
1,741
|
-
|
||||||
|
$
|
7,131
|
$
|
508,853
|
|||||
|
(c)
|
Advances / other receivable from related parties:
|
|
Advances from related parties:
|
September 30,
|
December 31,
|
||||||
|
|
2018
|
2017
|
||||||
|
$
|
-
|
$
|
287,073
|
|||||
|
Director (ii)
|
-
|
54,282
|
||||||
|
|
$
|
-
|
$
|
341,355
|
||||
|
Convertible Debt, related parties:
|
On February 15, 2018, the Company and certain shareholders holding in excess of 5% of the Company's common stock and concurrently holding a position on the Company's Board, or acting in the capacity of any officer of the Company or its subsidiaries, agreed that repayment against pre-existing debt payable by the Company on the agreement date shall be suspended until such time as the Company concludes a full profitable year of operations. Further the parties agreed that any such pre-existing debt or portion thereof shall be convertible at any time into restricted shares of the Company's common stock at a price equal or greater to $0.60 per share. On the date of the agreement the fair market value of the Company's common stock as traded on OTCMarkets was $0.806 per share. The Company accounted for this transaction by applying ASC 470-20-35. As the convertible debt has no stated redemption date, the Company will recognize the discount as interest expense on the earliest conversion date.
The Company has reclassified all debts payable as of February 15, 2018 to our CEO and CTO from advances and accounts payable, related party, to convertible debt, related party.
On each of May 31, 2018 and on June 26, 2018, the Company entered into Debt Settlement and Subscription Agreements with the President of the Company, Mr. Sotirios Leontaritis to settle total debt in the amount of $679,371 in respect to certain unpaid salary, advances for operational shortfalls and certain unsettled expense reimbursements into 1,132,286 shares of the Company's common stock at a price of US$0.60 per share. The Company valued the aforementioned issuances at the closing price of the Company's stock as traded on the OTCMarkets on the date of issue. The difference in price resulted in the Company recording loss on debt settlement in the amount of $1,321,971 in respect of the transaction.
F-19
Rafina Innovations Inc.
(Formerly HCi Viocare)
Notes to Unaudited Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2018
Note 11 - RELATED PARTY TRANSACTIONS (continued)
|
(d)
|
Convertible Debt, related parties:(cont'd)
|
On June 26, 2018, the Company entered into a Debt Settlement and Subscription Agreement with a Director of the Company, Dr. Christos Kapatos to settle total debt in the amount of US$131,870 in respect to certain unpaid salary, advances for operational shortfalls and certain unsettled expense reimbursements into 219,784 shares of the Company's common stock at a price of US$0.60 per share. The Company valued those issuances at the closing price of the Company's stock as traded on the OTCMarkets on the date of issue. The difference in price resulted in the Company recording loss on debt settlement in the amount of $285,718 in respect to the transaction.
Note 12 - CAPITAL STOCK
The Articles of Incorporation authorize the Company to issue 5,000,000 shares of preferred stock with a par value of $0.0001, and 35,000,000 shares of common stock with a par value of $0.0001. No shares of preferred stock have been issued, however, the Company has granted 25,000 fully vested stock options for the purchase of 25,000 shares of Series A Preferred Stock of the Company at a price of $0.04 per share for a period of five (5) years from the date of vesting. (ref: Note 13 below)
On May 24, 2018 the Company's Board of Directors approved a reverse share split on the basis 20 for 1. The reverse share split became effective on July 9, 2018. Unless otherwise noted, impacted share amounts and per share information included in the financial statements and notes thereto have been retroactively adjusted for the reverse share split as if such share split occurred on the first day of the first period presented. Certain amounts in the notes to the financial statements may be slightly differently than previously reported due to rounding of fractional shares as a result of the reverse share split.
Share issuances during the nine months ended September 30, 2018
During the nine months ended September 30, 2018, 855,717 shares of common stock were issued in respect of various private placements for total cash proceeds of $664,911.
During the nine months ended September 30, 2018, the Company issued 282,500 shares to employees, board members and consultants valued at $284,200, for services rendered. The Company valued these issuances based on the closing price of the Company's stock as reflected on the OTC Markets on the respective dates of issuance.
During the nine months ended September 30, 2018, the Company issued 1,132,286 shares valued at fair market value on the date(s) of issuance for a total of $2,001,342 to Mr. Leontaritis to settle debt in the amount of $679,371. The Company valued those issuances at the closing price of the Company's stock as traded on the OTCMarket on the date of issue. The difference in price resulted in the Company recording a loss on debt settlement in the amount of $1,321,971.
During the nine months ended September 30, 2018, the Company issued 219,784 shares valued at fair market value on the date of issuance of $417,588 to Dr. Christos Kapatos to settle debt in the amount of $131,870. The Company valued those issuances at the closing price of the Company's stock as traded on the OTCMarket on the date of issue. The difference in price resulted in the Company recording loss on debt settlement in the amount of $285,718.
On October 3, 2018 Mr. Leontaritis resigned all positions with the Company and his contract was terminated. Further concurrent with his resignation and with an effective date of September 30, 2018, Mr. Leontaritis and the Company entered into an agreement whereunder Mr. Leontaritis would surrender for cancelation a total of 189,912 shares of the Company's common stock valued at $0.705 per share in order to settle certain amounts payable to the Company totaling $135,635 including a loss on conversion of $1,747. The returned shares are held in the possession of the Company's Board of Directors and have not yet been provided to the Company's transfer agent for cancelation as at the date of this report.
Designation of Series A Preferred Stock
On January 13, 2014, the Company filed a Certificate of Designation with the Secretary of State of the State of Nevada. The Certificate of Designation sets forth the rights, preferences and privileges of a class of the Company's preferred stock. Such class shall be designated as the "Series A Preferred Stock" and the number of shares constituting such series shall be 5,000,000 shares. The holders of Series A Preferred Stock will be entitled to a preference over all of the shares of the Company's common stock. Holders of Series A Preferred Stock shall have 50 votes per share of Series A Preferred Stock held by them and shall be entitled to notice of any stockholders' meeting and to vote as a single class upon any matter submitted to the stockholders for a vote. Each share of Series A Preferred Stock is convertible into 20 shares of our common stock at any time at the holder's option. Shares of Series A Preferred Stock shall not be entitled to any dividends. The preferred stock shall be entitled to a preference over all of the shares of common stock of the Company with respect to the distribution of assets in the event of the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs.
F-20
Rafina Innovations Inc.
(Formerly HCi Viocare)
Notes to Unaudited Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2018
Note 13 - STOCK OPTIONS
A total of 25,000 stock options granted during April and June of fiscal 2014 entitling each holder the right to purchase a total of 5,000 shares of Series A Preferred Stock of the Company at a price of $0.04 per share for a period of five (5) years remain unexercised and outstanding as at September 30, 2018. The Series A Preferred shares are convertible on the basis of 20 shares of common stock for each one share held and have voting rights of 50 votes per share of Series A Preferred stock held at any meetings of the stockholders.
On January 1, 2017, the Company approved a three-year extension to the consulting agreement. Mr. Leontaritis will continue to serve for a term of three years, effective as of January 1, 2017, and ending on December 31, 2019. Further, Mr. Leontaritis is entitled to acquire at his discretion 150,000 shares of the common stock at a price of $6 per share for a term of five (5) years.
On December 12, 2017, Dr. Christos Kapatos, director, was issued a stock option as part of an extension to his employment contract under which, at his discretion, he may acquire 1,250,000 shares of the common stock at a price of US$1.00 for a term of six years.
Mr. Katsaros shall also be entitled to acquire at his discretion 500,000 shares of the common stock at a price of US$1.00 for a term of five years commencing January 2, 2018.
The Company accounts for share-based payments pursuant to ASC 718, "Stock Compensation" and, accordingly, the Company records compensation expense for share-based awards based upon an assessment of the grant date fair value for stock options using the Black-Scholes option pricing model. The fair value of stock options under the Black-Scholes model requires management to make assumptions regarding projected employee stock option exercise behaviors, risk-free interest rates, volatility of the Company's stock price and expected dividends.
Stock compensation expense for stock options is recognized over the vesting period of the award.
The Company recognized stock-based compensation expense allocated to consulting fees of $184,644 and $122,543 during the three months ended September 30, 2018 and 2017, respectively. The Company recognized stock-based compensation expense allocated to consulting fees of $553,930 and $245,086 during the nine months ended September 30, 2018 and 2017, respectively. Subsequent to September 30, 2018 each of Mr. Leontaritis and Dr. Kapatos resigned all positions with the Board of Directors, including any consulting contracts. In addition, the consulting contract with Mr. Katsaros was terminated. As a result, any unexercised stock options are expected to expire within 90 days of the respective contract terminations.
The following table summarizes information concerning stock options outstanding as of September 30, 2018, and December 31, 2017:
Series A Preferred Stock:
|
|
September 30, 2018
|
December 31, 2017
|
||||||||||||||
|
|
Series A
Preferred stock
|
Weighted Average Exercise Price
$
|
Series A
Preferred stock
|
Weighted Average Exercise Price
$
|
||||||||||||
|
Outstanding at beginning of the year
|
25,000
|
0.04
|
25,000
|
0.04
|
||||||||||||
|
Granted
|
-
|
-
|
-
|
-
|
||||||||||||
|
Exercised
|
-
|
-
|
-
|
-
|
||||||||||||
|
Expired or canceled
|
-
|
-
|
-
|
-
|
||||||||||||
|
Outstanding at the period
|
25,000
|
0.04
|
25,000
|
0.04
|
||||||||||||
F-21
(Formerly HCi Viocare)
Notes to Unaudited Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2018
Note 13 - STOCK OPTIONS (continued)
Common stock:
|
|
September 30, 2018
|
December 31, 2017
|
||||||||||||||
|
|
Common
stock
|
Weighted Average Exercise Price
$
|
Common
stock
|
Weighted Average Exercise Price
$
|
||||||||||||
|
1,400,000
|
1.52
|
-
|
-
|
|||||||||||||
|
Granted
|
500,000
|
1.00
|
1,400,000
|
1.52
|
||||||||||||
|
Exercised
|
-
|
-
|
-
|
-
|
||||||||||||
|
Expired or canceled
|
-
|
-
|
-
|
-
|
||||||||||||
|
Outstanding at the period
|
1,900,000
|
1.4
|
1,400,000
|
1.52
|
||||||||||||
The aforementioned options have an average remaining life of 5.05 years.
The Company accounts for share-based payments pursuant to ASC 718, "Stock Compensation" and, accordingly, the Company records compensation expense for share-based awards based upon an assessment of the grant date fair value for stock options using the Black-Scholes option pricing model. The fair value of stock options under the Black-Scholes model requires management to make assumptions regarding projected employee stock option exercise behaviors, risk-free interest rates, volatility of the Company's stock price and expected dividends.
Stock compensation expense for stock options is recognized over the vesting period of the award.
The following table presents the range of the weighted average fair value of options granted and the related assumptions used in the Black-Scholes model for stock option grants:
Series A Preferred Stock:
|
|
Options Granted
September 30, 2014
|
|
|
Fair value of options granted
|
1.40 ~ 2.00
|
|
|
Assumptions used:
|
|
|
|
Expected life (years) (a)
|
1.00
|
|
|
Risk free interest rate (b)
|
0.11%
|
|
|
Volatility (c)
|
117.09 ~ 119.83 %
|
|
|
Dividend yield (d)
|
0.00
|
|
F-22
Rafina Innovations Inc.
(Formerly HCi Viocare)
Notes to Unaudited Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2018
Note 13 - STOCK OPTIONS (continued)
Common stock:
|
|
Options Granted date
|
|
|
Fair value of options granted
|
0.038 ~ 0.925
|
|
|
Assumptions used:
|
|
|
|
Expected life (years) (a)
|
5 ~ 6
|
|
|
Risk free interest rate (b)
|
1.93% ~ 2.25%
|
|
|
Volatility (c)
|
175.40% ~ 254.86%
|
|
|
Dividend yield (d)
|
0.00
|
|
The Company utilizes the Black-Scholes option pricing model to determine the fair value of each option award. Expected volatilities are based on the historical volatility of the Company's common stock over a period consistent with that of the expected term of the options. The expected term of the options are estimated based on factors such as vesting periods, contractual expiration dates and historical exercise behavior. The risk-free rates for periods within the contractual life of the options are based on the yields of U.S. Treasury instruments with terms comparable to the estimated option terms. The dividend yield rate is not considered in the model, as the Company has not established a dividend policy for the stock.
Note 14 - SEGMENT REPORTING
The Company's operations are classified into two reportable segments that provide different products or services. Separate management of each segment is required because each business unit is subject to different marketing, operations, and growth and technology development strategies.
The Clinics segment derives its revenue from provision of services at our P&O Clinic located in Glasgow, Scotland. The Technology segment derives its income from the licensing of its proprietary technologies and ultimately recurring royalty income as well as technology access fees. Presently we are only deriving income from our UK-based operations. We expect this to be the case until such time as we are able to expand our chain of P&O Clinics.
There are no inter-segment sales however, the Company's two primary operating segments do share costs on certain operational overhead including facility rent and staff salaries.
|
|
Clinics
(UK)
|
Technology
(UK)
|
All Other
(Greece)
|
Total
|
||||||||||||
|
|
||||||||||||||||
|
Revenue
|
$
|
87,665
|
$
|
3,508
|
$
|
-
|
$
|
91,173
|
||||||||
|
Depreciation & amortization
|
$
|
1,785
|
$
|
10,270
|
$
|
5,233
|
$
|
17,288
|
||||||||
|
Net (Loss) from operations
|
$
|
4,431
|
$
|
(14,751
|
)
|
$
|
(372,466
|
)
|
$
|
(382,786
|
)
|
|||||
|
Interest expenses
|
$
|
(694
|
)
|
$
|
-
|
$
|
(562
|
)
|
$
|
(1,256
|
)
|
|||||
|
Assets
|
$
|
85,901
|
$
|
115,280
|
$
|
118,105
|
$
|
319,286
|
||||||||
|
Expenditure on long-lived assets
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
F-23
Rafina Innovations Inc.
(Formerly HCi Viocare)
Notes to Unaudited Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2018
|
|
Clinics
(UK)
|
Technology
(UK)
|
All Other
(Greece)
|
Total
|
||||||||||||
|
|
||||||||||||||||
|
Revenue
|
$
|
50,184
|
$
|
34
|
$
|
-
|
$
|
50,218
|
||||||||
|
Depreciation & amortization
|
$
|
2,760
|
$
|
13,536
|
$
|
10,110
|
$
|
26,406
|
||||||||
|
Net (Loss) from operations
|
$
|
(26,623
|
)
|
$
|
(19,949
|
)
|
$
|
(407,829
|
)
|
$
|
(454,401
|
)
|
||||
|
Interest expenses
|
$
|
(2,561
|
)
|
$
|
-
|
$
|
(857
|
)
|
$
|
(3,418
|
)
|
|||||
|
Assets
|
$
|
87,382
|
$
|
212,288
|
$
|
87,513
|
$
|
387,183
|
||||||||
|
Expenditure on long-lived assets
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
Nine months ended September 30, 2018:
|
Clinics
(UK)
|
Technology
(UK)
|
All Other
(Greece)
|
Total
|
|||||||||||||
|
|
||||||||||||||||
|
Revenue
|
$
|
316,858
|
$
|
8,398
|
$
|
-
|
$
|
325,256
|
||||||||
|
Depreciation & amortization
|
$
|
6,499
|
$
|
32,765
|
$
|
16,806
|
$
|
56,070
|
||||||||
|
Net (Loss) from operations
|
$
|
(5,912
|
)
|
$
|
(191,904
|
)
|
$
|
(3,015,952
|
)
|
$
|
(3,213,768
|
)
|
||||
|
Interest expenses
|
$
|
(694
|
)
|
$
|
-
|
$
|
(1,791
|
)
|
$
|
(2,485
|
)
|
|||||
|
$
|
85,901
|
$
|
115,280
|
$
|
118,105
|
$
|
319,286
|
|||||||||
|
Expenditure on long-lived assets
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
Nine months ended September 30, 2017:
|
|
Clinics
(UK)
|
Technology
(UK)
|
All Other
(Greece)
|
Total
|
||||||||||||
|
|
||||||||||||||||
|
Revenue
|
$
|
267,288
|
$
|
2,630
|
$
|
-
|
$
|
269,918
|
||||||||
|
Depreciation & amortization
|
$
|
7,685
|
$
|
37,601
|
$
|
29,297
|
$
|
74,583
|
||||||||
|
Net (Loss) from operations
|
$
|
(4,944
|
)
|
$
|
(177,807
|
)
|
$
|
(1,315,987
|
)
|
$
|
(1,498,738
|
)
|
||||
|
Interest expenses
|
$
|
(3,618
|
)
|
$
|
-
|
$
|
(1,902
|
)
|
$
|
(5,520
|
)
|
|||||
|
Assets
|
$
|
87,382
|
$
|
212,288
|
$
|
87,513
|
$
|
387,183
|
||||||||
|
Expenditure on long-lived assets
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
Note 15 - SUBSEQUENT EVENTS
Effective October 3, 2018, Dr. Christos Kapatos resigned from his position as Director of the Company.
Effective October 3, 2018, Mr. Sotirios Leontaritis resigned from his position as the President, Director and Chief Financial Officer of the Company.
Effective October 3, 2018, Mr Nikolaos Kardaras resigned from his position as the Secretary and Director of the Company. Mr. Kardaras' resignation was not the result of any disagreement with the Corporation regarding operations, policies, practices or otherwise. Mr. Kardaras will continue to consult for the Company as an independent contractor in his capacity as in-house legal counsel.
Concurrent with the aforementioned resignations, the Board of Directors appointed Mr. Constantinos Zertalis as a member of the Board of Directors and the President of the Company and Miss Paraskevi Pylarinou as a member of the Board of Directors, Secretary and CFO of the Company.
On October 19, 2018 the Company's Board of Directors appointed Mr. Constantinos Zertalis, CEO, President and Director as Chairman of the Board of Directors.
F-24
Rafina Innovations Inc.
(Formerly HCi Viocare)
Notes to Unaudited Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2018
Note 15 - SUBSEQUENT EVENTS (cont'd)
PART II - OTHER INFORMATION
On October 19, 2018 the Company's Board of Directors approved the grant of a total of 1,500,000 stock awards which vested on the date of grant, and a total of 7,500,000 directors' stock options for exercise at $0.70 per share which options vest as to 1,500,000 shares on grant date, and 1,500,000 shares each year thereafter for a total of four additional years.
On November 17, 2018, the Company's management terminated a consulting contract with Mr. Sergios Katsaros which takes effect as of December 22, 2018.
On November 17, 2018 the Company's management terminated a consulting agreement with Mr. Haralampos Sgardelis.
On November 21, 2018 the Company's Chief Technology Officer, Dr. Christos Kapatos resigned his position as Chief Technology Officer and as a consultant due to the Company's breach of Sections 3.1 and 3.2 of that certain Consulting Agreement originally entered into April 16, 2014 (as amended from time to time, including, without limitation, Addendum 1, Addendum 2 and Addendum 3, collectively, the "Consulting Agreement"). The Company declined to cure the noticed breach(es) in the ten (10) day period as allotted from notice date and subsequently accepted the resignation of Dr. Kapatos effective November 21, 2018. Further, on December 4, 2018 the Company notified Dr. Kapatos of the termination of that certain Acquisition agreement between Dr. Kapatos and HCI VIOCARE TECHNOLOGIES LIMITED, the Company's wholly owned subsidiary, dated April 16, 2014, as amended May 8, 2015 (collectively the "Acquisition Agreement").
The Company has evaluated subsequent events from the balance sheet date through the date that the financial statements were issued and determined that there are no additional subsequent events to disclose.
F-25
Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations
The following discussion and analysis of the results of operations and financial condition of Rafina Innovations Inc. for the nine-month period ended September 30, 2018 shall be read in conjunction with the financial statements and notes. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results of the timing of events could differ materially from those projected in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Special Note Regarding Forward-Looking Statements and Business sections in our Form 10-K as filed with the Securities and Exchange Commission on May 17, 2018. We use words such as "anticipate," "estimate," "plan," "project," "continuing," "ongoing," "expect," "believe," "intend," "may," "will," "should," "could," and similar expressions to identify forward-looking statements.
BUSINESS OVERVIEW
We were incorporated in the State of Nevada on March 26, 2007 as a company intending to sell medical devices in the northern regions of China. Our intent was to seek strategic relationships with medical device manufacturers both in China and North America with the aim to be their sales and distribution agent in northern China. We also intended to assist Chinese medical device manufacturers on the development of the North American market. The Company did not find suitable relationships with which to progress its business until it undertook a change in management in September 2013. With the change in management, the Company determined that it would initially concentrate on the development and marketing of medical and athletic devices in Europe where management had identified several opportunities for entry into the market for prosthetics and orthotics, as well as sensor based technology, and we commenced commercialization of our various products. We currently have various patents, and patents in progress, for the development of certain healthcare innovations including various athletic applications relative to our FlexisenseTM sensor technology. In addition, during fiscal 2015, we opened our first Prosthetics and Orthotics total rehabilitation clinic in Glasgow, Scotland. During fiscal 2016, our flagship P&O clinic in Scotland completed its first full year of operations after relocation to a larger state of the art facility which allowed for a substantive increase in our period over period revenues. Presently our revenue stream is derived primarily from the Company's flagship P&O clinic with some initial commercial income from prospective licensing partners for applications of our developed technology.
As we continue to implement our growth strategy, our complementary business model of 1) creating the first cross-border independent chain of Prosthetics & Orthotics (P&O) and Diabetic Foot clinics in Europe and the Middle East and 2) developing a wide portfolio of proprietary hardware solutions with first in line the FlexisenseTM sensor system, aiming to empower the user by providing on demand information in the fields of Digital Health, Prosthetics, Orthotics, Diabetes, Assistive Devices, Sports and Wellbeing, and licensing to established industry participants. Rafina Innovations Inc. is listed on the OTC Markets in the USA (OTCMarkets: VICA), has its executive office in Athens, Greece and its R&D center in Glasgow, UK.
We have two wholly-owned Scottish subsidiaries: HCi Viocare Technologies Inc. and HCi Viocare Clinics UK Limited, and one wholly owned Greek subsidiary, HCi Viocare Clinics (Hellas) S A. Our Greek subsidiary is currently being liquidated and dissolved. On July 19, 2018 we incorporated a Cyprus subsidiary, Rafina Innovations (Cyprus) Ltd. in order to better facilitate our international banking requirements.
The Company's technologies and R&D portfolio presently consists of:
|
•
|
Filing of 3 patents in the UK: pressure sensor system; pressure & shear; pressure & positioning (Dec 2014) (all of which patents were abandoned upon the filing of a new International (PCT) patent application in December 2015 which covers over 140 countries around the world, and includes further advances made to the sensor systems, and a wider range of applications in products that touch people's everyday lives;
Filing of 4 national patents for the Flexisense technology, following the progression of the PCT patent:
Chinese Patent Application
United States Patent Application
Canadian Patent Application
European Patent Application
|
|
•
|
2 further patents drafted and pending filing during fiscal 2018, with a further 4 patent applications currently in draft form;
|
|
•
|
In excess of 12 prototypes: including 4 different types of pressure & shear insoles and diabetic walkers; smart cushions, force platessmart mattresses, and tires, with several of these prototypes in the commercialization stage;
|
|
•
|
1 proof of concept device: robotic surgical assistive device;
|
|
•
|
High level diagrams or complex documentation and software for other innovations in the portfolio.
|
|
•
|
Various customized prototypes in testing and development with commercial partners.
|
6
Key business developments and material events in the most nine months ended September 30, 2018 and to date
On January 31, 2018 the Company announced that it will commence development of its own proprietary Blockchain based system for handling sensitive client records in its flagship Prosthetics and Orthotics clinic in Scotland. Furthermore, the team plans to develop a proprietary Blockchain based system for handling and storing the data produced from the medical applications of its FlexisenseTM technology.
On February 15, 2018, the Company entered into a Term Sheet with Mr. Georgios Thrapsaniotis and Mrs. Stella Thrapsanioti, his spouse ("Stella"), pursuant to which Mr. and Mrs. Thrapsaniotis will purchase certain securities of the Company at a fixed price of US$0.60 per share. Upon execution of the Term Sheet, one or multiple Private Placement Subscription Agreements are agreed to be entered into during the immediately following 10 days for total proceeds of USD $360,000 in respect of the issuance of a total of 600,000 shares of the restricted common stock of the Company. As at the date of the Term Sheet, Mr. and Mrs. Thrapsaniotis collectively owned 902,495 restricted shares of the Company's common stock.
The Term Sheet also provides that Mr. Thrapsaniotis, or his designee, shall be entitled to hold the position of Treasurer of the Company, provided that Mr. and Mrs. Thrapsaniotis hold in excess of 5% of the Company's issued and outstanding common stock collectively, until the conclusion of a full profitable year irrespective of the number of shareholdings held individually or collectively by them at the relevant time. Furthermore, it is agreed by and between the shareholders of the Company who hold as of the date of the Term Sheet in excess of 5% of the Company's common stock, and concurrently hold a position on the Company's Board, or act in the capacity of any officer of the Company or its subsidiaries, that he/she shall not be entitled to receive any repayment against pre-existing debt owed by the Company, as of February 15, 2018, as it is recorded in the Company's financial records, except as otherwise agreed in writing.
Effective February 15, 2018, Mr. Sotirios Leontaritis resigned from his position as the Treasurer of the Company. Concurrently, the Board of Directors appointed Mr. Georgios Thrapsaniotis ("Thrapsaniotis") as a member of the Board of Directors of the Company. Mr. Thrapsaniotis was also appointed Treasurer in accordance with the provisions of a Term Sheet more fully described above.
On February 16, 2018, Thrapsaniotis subscribed for a total of 600,000 shares of the Company's restricted common stock at US$0.60 per share for total cash proceeds of $360,000. Concurrently, Thrapsaniotis and Stella became affiliates of the Company, holding jointly a total of 1,502,495 shares of the Company's common stock or 11.99% percent of the total issued and outstanding share capital at the time of issuance.
On March 27, 2018, the Company entered into a one-year advisory agreement with Mr. Ravi Vaidyanathan (the "Advisor"). Under the terms and conditions of the Agreement, the Advisor is appointed to the Company's Scientific Advisory Board and shall serve in the position of Biomechatronics and Human Augmentation Advisor.
On March 22, 2018 and March 30, 2018 respectively, Sotirios Leontaritis, the President, Chief Executive Officer and a Director of the Company, entered into a Share Purchase Agreement (the "SPA") and an amendment thereto (the "Addendum"), (collectively herein referred to herein as the "Agreement") with Maschari Ltd. ("Maschari"), a Company incorporated in Cyprus, pursuant to which Mr. Leontaritis sold 6,135,528 of his restricted common shares to Maschari. Mr. Leontaritis received in exchange a Promissory Note dated March 30, 2018, to reflect the terms of the Agreement, in the principal amount of US$7,362,633 or US$1.20 per share, which note shall come due on March 29, 2021. The parties agreed that in the event Maschari defaults on the obligation to pay the Purchase Price according to the terms of the Agreement and the Promissory Note, Maschari will surrender the shares and shall return ownership of said shares to Mr. Leontaritis. Further, under the terms of the Agreement, the common shares are to be registered in the name of Maschari, however, until such time as the Promissory Note is paid in full, or the parties agree by written addendum thereto to the release of shares on a pro-rata basis in such amounts as may equal installment payments received, the shares shall remain encumbered. Further, in the event of any reverse split, forward split, cancellation or class conversion, as may occur in the normal course, which impacts the Company's common shares, it is agreed by the parties that such replacement shares, regardless of class and number, will continue to remain in escrow and may not be sold until paid in full and/or the parties have agreed to their release on a pro-rata basis for consideration received.
The shares sold by Mr. Leontaritis represented approximately 49.1% of the Company's total outstanding shares common stock. Mr. Leontaritis continues to hold 1,965,619 shares of the Company's common stock representing approximately 13.6% of the issued and outstanding shares. As a result of the aforementioned transaction, Maschari has the ability to control the approval of most corporate actions, including increasing the authorized capital stock and the dissolution, merger or sale of the Company's assets, as may be presented at Shareholder meetings from time to time.
7
On January 16, 2018, the Company entered into a one-year service agreement with Mr. Nikolaos Gemelos ("Gemelos"). Under the terms of the Agreement, Gemelos provides services to the Company as Consultant, for a term of one (1) year and he is entitled to a success fee of 5% of the amount actually invested in the Company by introduced accredited investors, and 5% of the amount invested in the form of restricted shares of the common stock of the Company. On May 3, 2018, the Company entered into an amendment to the aforementioned Agreement. Under the terms and conditions of this Addendum, Gemelos shall be awarded 5,000 restricted common shares upon execution of the Addendum. The shares were valued at fair market value on the date of issuance or $1.34 per share for total consideration of $6,700.
On May 23, 2018 the Company approved an amendment to the term of the scientific advisory agreement with Dr. Christos Kapatos, board member CTO and member of the Scientific Advisory Board, originally entered into on April 15, 2014 in order to extend the term to April 15, 2019.
On May 24, 2018 the Company incorporated a wholly owned subsidiary for purposes of completing a merger and name change from HCi Viocare to Rafina Innovations, Inc. Concurrently the Company's Board of Directors approved a reverse share split on the basis 20 for 1. The name change and reverse share split became effective on July 9, 2018. Unless otherwise noted, impacted share amounts and per share information included in the financial statements and notes thereto have been retroactively adjusted for the reverse share split as if such share split occurred on the first day of the first period presented. Certain amounts in the notes to the financial statements may be slightly differently than previously reported due to rounding of fractional shares as a result of the reverse share split.
On June 7, 2018, the Company entered into a six-month service agreement with Mr. Georgios Dritsoulas. As per terms of said Agreement, Mr. Dritsoulas will provide services to the Company as Consultant for the development and expansion of the Company's business for a term of six (6) months. Mr. Dritsoulas received compensation of 2,500 restricted common shares as compensation for the services provided. The issued shares were valued at fair market value on the date of issuance or $2 per share for total consideration of $5,000.
On each of May 31, 2018 and on June 26, 2018, the Company entered into Debt Settlement and Subscription Agreements with the President of the Company, Mr. Sotirios Leontaritis to settle total debt in the amount of $679,371 in respect to certain unpaid salary, advances for operational shortfalls and certain unsettled expense reimbursements. into 1,132,286 shares of the Company's common stock at a price of US$0.60 per share. The Company valued the aforementioned issuances at the closing price of the Company's stock as traded on the OTCMarket on the date of issue. The difference in price resulted in the Company recording interest expenses in the amount of $1,321,971 in respect of the transactions.
On June 26, 2018, the Company entered into a Debt Settlement and Subscription Agreement with a Director of the Company, Dr. Christos Kapatos to settle total debt in the amount of US$131,870 in respect to certain unpaid salary, advances for operational shortfalls and certain unsettled expense reimbursements into 219,784 shares of the Company's common stock at a price of US$0.60 per share. The Company valued those issuances at the closing price of the Company's stock as traded on the OTCMarket on the date of issue. The difference in price resulted in the Company recording interest expenses in the amount of $285,718 in respect to the transaction.
Effective October 3, 2018, Dr. Christos Kapatos resigned from his position as Director of the Company.
On October 3, 2018 Mr. Leontaritis resigned all positions with the Company and his contract was terminated. Further concurrent with his resignation and with an effective date of September 30, 2018, Mr. Leontaritis and the Company entered into an agreement whereunder Mr. Leontaritis would surrender for cancelation a total of 189,912 shares of the Company's common stock valued at $0.705 per share in order to settle certain amounts payable to the Company totaling $135,635 including a loss on conversion of $1,747. The shares are held in the possession of the Company's Board of Directors and have not yet been provided to the Company's transfer agent for cancelation as at the date of this report.
8
Effective October 3, 2018, Mr Nikolaos Kardaras resigned from his position as the Secretary and Director of the Company. Mr. Kardaras' resignation was not the result of any disagreement with the Corporation regarding operations, policies, practices or otherwise. Mr. Kardaras will continue to consult for the Company as an independent contractor in his capacity as in-house legal counsel.
Concurrent with the aforementioned resignations, the Board of Directors appointed Mr. Constantinos Zertalis as a member of the Board of Directors and the President of the Company and Miss Paraskevi Pylarinou as a member of the Board of Directors, Secretary and CFO of the Company.
On October 19, 2018 the Company's Board of Directors appointed Mr. Constantinos Zertalis, CEO, President and Director as Chairman of the Board of Directors.
On October 19, 2018 the Company's Board of Directors approved the grant of a total of 1,500,000 stock awards which vested on the date of grant, and a total of 7,500,000 directors' stock options for exercise at $0.70 per share which options vest as to 1,500,000 shares on grant date, and 1,500,000 shares each year thereafter for a total of four additional years.
On November 17, 2018, the Company's management terminated a consulting contract with Mr. Sergios Katsaros which takes effect as of December 22, 2018.
On November 17, 2018 the Company's management terminated a consulting agreement with Mr. Haralampos Sgardelis
On November 21, 2018 the Company's Chief Technology Officer, Dr. Christos Kapatos resigned his position as Chief Technology Officer and as a consultant due to the Company's breach of Sections 3.1 and 3.2 of that certain Consulting Agreement originally entered into April 16, 2014 (as amended from time to time, including, without limitation, Addendum 1, Addendum 2 and Addendum 3, collectively, the "Consulting Agreement"). The Company declined to cure the noticed breach(es) in the ten (10) day period as allotted from notice date and subsequently accepted the resignation of Dr. Kapatos effective November 21, 2018. Further, on December 4, 2018 the Company notified Dr. Kapatos of the termination of that certain Acquisition agreement between Dr. Kapatos and HCI VIOCARE TECHNOLOGIES LIMITED, the Company's wholly owned subsidiary, dated April 16, 2014, as amended May 8, 2015 (collectively the "Acquisition Agreement").
Additional information on the Company's activities, technologies and management team can be found at the Company's website: http://www.rafinainnovations.com
Other than as set out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.
9
RESULTS OF OPERATIONS
Comparison of the Three Months Ended September 30, 2018 and 2017
Revenue, Cost of Revenue, and Gross Profit - We have incurred losses since inception. We generated $91,173 in revenues from operations and $20,994 in costs of goods sold for the three months ended September 30, 2018, compared to $50,218 in revenue and $8,037 in costs of goods sold for the three-month period ended September 30, 2017. The current quarter increase in revenue is due to growth in the services provided period over period at the P&O clinic. In addition, during the current three-month period we experienced an increase in consultation and repair services for which there are no associated costs of goods as these services are provided by salaried employees.
During fiscal 2018 the Company was able to continue to provide high margin orthotics services to a larger number of customers. This is despite the fluctuation in the exchange rate of the GBP to USD period over period, which greatly impacts our US dollar reporting results as the majority of our income is earned in GBP. The slight increase to costs of goods sold period over period is due to more costly supplies required for the current period prosthetic devices and associated products.
Operating Expenses – Operating expenses totaled $447,684 in the three months ended September 30, 2018 and were increased as compared to operating expenses of $474,316 in the prior three-month comparative period. Professional fees increased dramatically period over period from $12,655 in fiscal 2017 to $52,766 in the current three-month period ended September 30, 2018 as a result of certain additional legal services required. Consulting fees decreased substantially from $302,825 (2017) to $262,043 in 2018. In the case of the consulting fees the change in reported expenses relates to the valuation of stock-based compensation in the prior three-month period with no similar charges in the three months ended September 30, 2018. Office rent decreased in the comparative periods as we relocated from our Athens office, however research and development, office and travel expenses decreased in the three months ended September 30, 2018 as compared to results from the same three month period in 2017 due the Company received R&D tax credit in the amount of $52,766.
Loss from Operations – During the three-month periods ended September 30, 2018 and 2017 we recorded losses from operations of $377,505 and $432,135 respectively.
Other expenses - During the three months ended September 30, 2018, the Company recorded a loss on foreign currency translation of $2,278 as compared to only $1,141 in the prior comparative three-month period. Further we recorded interest expenses to third parties of $1,256 with no comparative costs in the prior three-month period, and interest expenses due to related parties of $0 compared to $3,418 in the prior three months ended September 30, 2017. During the three months ended September 30, 2018 and 2017, the Company reported a loss on debt settlement of $1,747 and $17,707, respectively.
Net Loss - During the comparative three-month periods ended September 30, 2018 we recorded a net loss of $382,786 and $454,401 respectively at the three months ended September 30, 2018 and 2017.
Comparison of the Nine Months Ended September 30, 2018 and 2017
Revenue, Cost of Revenue, and Gross Profit - We have incurred losses since inception. We generated $325,256 in revenues from operations and $110,791 in costs of goods sold for the nine months ended September 30, 2018, compared to $269,918 in revenue and $84,616 in costs of goods sold for the nine-month period ended September 30, 2017. The current period increase in revenue is due to growth in the services provided period over period at the P&O clinic. In addition, during the current nine-month period we experienced an increase in consultation and repair services for which there are no associated costs of goods as these services are provided by salaried employees.
10
During fiscal 2018 the Company was able to continue to provide high margin orthotics services to a larger number of customers. This is despite the fluctuation in the exchange rate of the GBP to USD period over period, which greatly impacts our US dollar reporting results as the majority of our income is earned in GBP. The slight increase to costs of goods sold period over period is due to more costly supplies required for the current period prosthetic devices and associated products.
Operating Expenses – Operating expenses totaled $1,810,557 in the nine months ended September 30, 2018 and were increased as compared to operating expenses of $1,661,156 in the prior nine months comparative period. Professional fees decreased dramatically period over period from $267,140 in fiscal 2017 to $118,086 in the current nine months period ended September 30, 2018 as a result of certain professional fees being settled by the issuance of stock based compensation in fiscal 2017, with no similar expense in fiscal 2018. Consulting fees increased substantially from $842,998 (2017) to $1,071,802 (2018). In the case of the consulting fees the change in reported expenses relates to the valuation of stock-based compensation in the current nine-month period as well as an overall increase to consulting services provided to the Company in the current period. During fiscal 2017 the Company recorded stock-based compensation of $407,650 as compared to $468,842 in the nine months ended September 30, 2018. While expenses paid for office rent remained relatively consistent, research and development and travel expenses increased substantially in the nine months ended September 30, 2018 as compared to results from the same nine months period in 2017.
Loss from Operations – During the nine-month periods ended September 30, 2018 and 2017 we recorded losses from operations of $1,596,092 and $1,475,854 respectively.
Other expenses - During the nine months ended September 30, 2018, the Company recorded loss on debt settlement of $1,607,689 in respect to certain advances, fees and expenses settled by the issuance of shares at a discount to market. Further the Company recorded a loss on foreign currency translation of $5,755 in the current period as compared to a gain of $343 in the prior comparative nine months. Interest expenses to third parties totaled $2,485 and $Nil over the comparative nine months periods ended September 30, 2018 and 2017. During the nine months ended September 30, 2018 and 2017, the Company reported a loss on debt settlement of $1,609,436 and $17,707, respectively.
Net Loss - During the comparative nine-month periods ended September 30, 2018 we recorded a net loss of $3,213,768 and $1,498,738 respectively at the nine months ended September 30, 2018 and 2017.
CAPITAL RESOURCES AND LIQUIDITY
At September 30, 2018, we had $29,713 cash on deposit, $50,725 in accounts receivables, $88,822 in other receivables, $4,245 in inventory, and prepaid expenses of $50,146 for total current assets of $223,651. Further we had current liabilities of $527,103 in accounts payable and accrued expenses (including amounts due to related parties), $80,000 in income taxes payable and $80,510 in short term notes from third parties. We had a working capital deficit of $463,962 as at September 30, 2018. While the Company's prosthetics and orthotics clinic in Glasgow has increased its patient through-put year over year, sales were not sufficient to cover our consolidated operational expenses. We commenced generating revenue from commercial evaluation of our available technologies in fiscal 2016, however we did not record revenue in this segment in the nine months ended September 30, 2018, as we continue to work towards a larger commercial licensing contract. Presently we rely on our advances from our President and director, third party loans, as well as private placements from qualified investors, and our Board members, to fund our general operating expenses. We secured loans and advances from related parties during the nine months ended September 30, 2018 of $202,345 and made repayments towards related party advances of $314,041 in the current nine months period. The Company has closed private placements in the amount of $664,911 in the nine months ended September 30, 2018 and has received loans from third parties of $34,673. These amounts contribute to our ongoing operating expenses and obligations until such time as the Company can conclude a larger equity-based financing, anticipated during the fiscal year 2019.
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The Company expects it will need to raise a total of $5,000,000 to $15,000,000 to fund its proposed operations for the next twelve to thirty-nine months, including the planned expansion of its P&O Clinics to add up to 5 additional site locations. It intends to fund operations by a combination of related party loans, debt financing and equity placements, as well as through joint venture partnerships negotiated in our recently completed quarter. The Company is seeking equity private placements from qualified investors with which to fund operations until such time as it can secure alternate financing arrangements. The Company is also seeking joint venture partners for its various Insole technology applications as a further means to fund ongoing commercialization efforts.
There can be no assurance that continued funding will be available on satisfactory terms.
GOING CONCERN
The Company incurred net losses of $382,786 and $3,213,768 for the three and nine months ended September 30, 2018, respectively, and net loss of $454,401 and $1,498,738 for the three and nine months ended September 30,2017, respectively and has a retained deficit of $37,950,401. In addition, the Company had a working capital deficiency of $463,962 and a stockholders' deficit of $368,327 at September 30, 2018. These factors raise substantial doubt about the Company's ability to continue as a going concern.
There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company's existing stockholders.
NEED FOR ADDITIONAL FINANCING
Costs associated with being a public company are much higher than those of a private company. Rafina Innovations Inc. has chosen public registration before the business has developed a predictable cash flow. There are present registration expenses and future legal and accounting expenses, future reporting requirements to the SEC, future exchange listing requirements, and future investor relations costs that must be borne by a public company but not by a private company. These costs can be a burdensome expense which could adversely affect our financial survival. The ongoing regulatory costs, reporting requirements, and management details, which must be met when registering and maintaining a public company, may make the economic viability of Rafina Innovations Inc. very doubtful. In addition, the Company requires additional financing in order to continue to execute its business plan which includes the commercialization of one or more technologies, the ongoing operation of a P&O clinic in Glasgow, the opening of several additional P&O clinics in identified European markets, as well as other strategically placed P&O clinics, as well as ongoing research and development to bring new technologies to market.
In the past we have relied on advances from our President and private placements from accredited investors to cover our operating costs. There can be no assurance that any other capital will be available if and when required from qualified investors or related parties. Our need for capital may change dramatically if we acquire an interest in a business opportunity during that period which requires us to provide financing. Recently we have entered into a joint venture agreement with a third party for a series of P&O clinics in the Kingdom of Saudi Arabia. While the burden of the financing rests with our joint venture partner, our revenue stream from these clinics will not commence until such time as they are in operation, at which time we will commence earning management fees. Further there can be no assurance that we will identify and conclude contracts for our various technologies which will result in profitable operation. We cannot assure that we will be successful in consummating any acquisition or contracts on favorable terms or that we will be able to profitably manage any business venture we acquire. Should we require additional capital, we may seek additional advances from officers, sell common stock or find other forms of debt financing.
CRITICAL ACCOUNTING POLICIES
Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States ("GAAP"). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, and revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
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Our significant accounting policies are summarized in Note 4 of our financial statements for the nine-month period ended September 30, 2018. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.
RECENT ACCOUNTING PRONOUNCEMENTS
There were various accounting standards and interpretations issued recently, none of which are expected to have a material effect on the Company's operations, financial position or cash flows. During the period the Company adopted ASC 606 – Revenue from Contracts with Customers. There was no impact on the Company's financial statements as a result of adopting Topic 606 for the nine months ended September 30, 2018 and 2017, or the twelve months ended December 31, 2017.
OFF BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as "special purpose entities" (SPEs).
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Evaluation of Disclosure Controls and Procedures
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Our management, under supervision and with the participation of the Company's Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based upon this evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of September 30, 2018, because of the material weakness in our internal control over financial reporting ("ICFR") described below, our disclosure controls and procedures were not effective.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that required information to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that required information to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
During the period covered by this report, there were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Viocare, Inc. a New Jersey corporation (the «Plaintiff») filed a complaint on October 24, 2016 in the United States District Court, District of Nevada objecting to the use of the name «viocare» by Rafina Innovations Inc. , of Nevada (the «Defendant»). The Company and Viocare Inc. have agreed to terms of settlement effective October 19, 2017. Under the terms of the settlement, among other concessions the Company has agreed to the following:
- To remove "Viocare" from its registered name in the State of Nevada, its website and all usage in the United States of America and Canada, including any registered trademarks;
- To remove "Viocare" from the subsidiary UK registered company "HCI VIOCARE TECHNOLOGIES LIMITED", its website, if any, and all usage in the United States of America and Canada, including any registered trademarks;
- It is allowed to the Company to use the trademark "VIOCARE" only on its activities in health care services field excluding the territory of U.S.A. and Canada.
- No objection to the Plaintiff's use of its mark in Europe provided Plaintiff does not use for P&O clinics, or goods and services related diabetic foot care; and,
- The Company undertook to terminate the website at http://www.hciviocare.com and assign Company's URL(s) to Plaintiff.
The Company has completed a name change in the State of Nevada effective July 9, 2018, in order to comply with this settlement and will alter the name of its UK subsidiary company HCI VIOCARE TECHNOLOGIES LIMITED to RAFINA TECHNOLOGIES LIMITED at the earliest practicable date.
We know of no other material, active or pending legal proceedings against our Company, nor of any proceedings that a governmental authority is contemplating against us.
Smaller reporting companies are not required to provide the information required by this item.
On October 3, 2018 Mr. Leontaritis resigned all positions with the Company and his contract was terminated. Further concurrent with his resignation and with an effective date of September 30, 2018, Mr. Leontaritis and the Company entered into an agreement whereunder Mr. Leontaritis would surrender for cancelation a total of 189,912 shares of the Company's common stock valued at $0.705 per share in order to settle certain amounts payable to the Company totaling $135,635 including a loss on conversion of $1,747. The shares are held in the possession of the Company's Board of Directors and have not yet been provided to the Company's transfer agent for cancelation as at the date of this report.
There were no unregistered securities to report which were sold or issued by the Company without the registration of these securities under the Securities Act of 1933 in reliance on exemptions from such registration requirements, within the period covered by this report, which have not been previously included in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.
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None.
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(a)
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The FLEXISENSE word mark (Serial Number 86969718) and the class IC 025 in connection with footwear and shoes has been abandoned due to opposition of Grupo Flexi de Leon S.A. de C.V.
With regard to the FLEXISENSE design mark (Serial Number 86969716), we are required to submit specimens to show use in each class in the application: IC 009, IC 010 and IC 012. As our specimens are not yet available we have filed an extension of time for another six months from May 31, 2018, and we are expecting the consent of USPTO.
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(b)
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On May 24, 2018 the Company incorporated a wholly owned subsidiary for purposes of completing a merger and name change from HCi Viocare to Rafina Innovations, Inc. Concurrently the Company's Board of Directors approved a reverse share split on the basis 20 for 1. The name change and reverse share split became effective on July 9, 2018.
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The Company's trading symbol remained unchanged and is OTC Markets:VICA. The Company's CUSIP is 75063R106.
(c) Changes in Management
Effective October 3, 2018, Dr. Christos Kapatos resigned from his position as Director of the Company.
Effective October 3, 2018, Mr. Sotirios Leontaritis resigned from his position as the President, Director and Chief Financial Officer of the Company.
Effective October 3, 2018, Mr Nikolaos Kardaras resigned from his position as the Secretary and Director of the Company. Mr. Kardaras' resignation was not the result of any disagreement with the Corporation regarding operations, policies, practices or otherwise. Mr. Kardaras will continue to consult for the Company as an independent contractor in his capacity as in-house legal counsel.
Concurrent with the aforementioned resignations, the Board of Directors appointed Mr. Constantinos Zertalis as a member of the Board of Directors and the President of the Company and Miss Paraskevi Pylarinou as a member of the Board of Directors, Secretary and CFO of the Company.
On October 19, 2018 the Company's Board of Directors appointed Mr. Constantinos Zertalis, CEO, President and Director as Chairman of the Board of Directors.
On November 21, 2018 the Company's Chief Technology Officer, Dr. Christos Kapatos resigned his position as Chief Technology Officer and as a consultant due to the Company's breach of Sections 3.1 and 3.2 of that certain Consulting Agreement originally entered into April 16, 2014 (as amended from time to time, including, without limitation, Addendum 1, Addendum 2 and Addendum 3, collectively, the "Consulting Agreement"). The Company declined to cure the noticed breach(es) in the ten (10) day period as allotted from notice date and subsequently accepted the resignation of Dr. Kapatos effective November 21, 2018. Further, on December 4, 2018 the Company notified Dr. Kapatos of the termination of that certain Acquisition agreement between Dr. Kapatos and HCI VIOCARE TECHNOLOGIES LIMITED, the Company's wholly owned subsidiary, dated April 16, 2014, as amended May 8, 2015 (collectively the "Acquisition Agreement").
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Item 6. Exhibits, Financial Statement Schedules
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Exhibits:
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Description
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Filed herewith
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| 31.2 | Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
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Filed herewith
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| 32.2 | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
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Filed herewith
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Filed herewith
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Filed herewith
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Filed herewith
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Filed herewith
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Filed herewith
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Rafina Innovations Inc.
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Date:
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December 28, 2018
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By:
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/s/ Constantinos Zertalis
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Name:
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Constantinos Zertalis
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Title:
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Chief Executive Officer and President (Principal Executive Officer) Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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Date:
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December 28, 2018
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By:
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/s/ Paraskevi Pylarinou
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Name:
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Paraskevi Pylarinou
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Title:
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Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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