ACQUISITION OF COSMOFARM, LTD.

6 Months Ended

Jun. 30, 2019

Notes to Financial Statements

NOTE 3 - ACQUISITION OF COSMOFARM, LTD.

On December 19, 2018, the Company completed the acquisition pursuant to the Cosmofarm SPA acquiring 100% of the outstanding shares of Cosmofarm, a pharmaceutical wholesaler based in Athens, Greece. Cosmofarm is a fully licensed wholesaler of pharmaceutical products and its primary activity is the sourcing, procuring, and distributing branded and generic medicines, over-the-counter (OTC) pharmaceuticals, food supplements, and medical devices. At closing, the Company acquired 100% of Cosmofarm’s outstanding shares and in exchange for a non-interest-bearing promissory note, due in one-year, in the amount of €200,000 (the “Acquisition”).

The Company recognized cash of $307,590 acquired in acquisition. The Company recognized the remaining Cosmofarm assets acquired and liabilities assumed based upon the fair value of such assets and liabilities measured as of the date of acquisition. The aggregate purchase price for Cosmofarm has been allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase price over the fair value of the acquired net assets represent non-capitalizable intangible assets, such Cosmofarm’s tradename and customer base. The remainder of the excess has been allocated to goodwill.

The allocation of the purchase price of Cosmofarm as of December 19, 2018, is as follows:

	Allocation
Current assets	$	6,882,286
Intangible assets		213,790
Other assets		1,519,345
Total assets acquired		8,615,421
Liabilities assumed:
Accounts payable and other current liabilities		5,111,489
Advances from customers		1,192,600
Line of credit		1,900,388
Other liabilities		232,729
Total liabilities assumed		8,437,206
Net assets acquired		178,215
Consideration:
Promissory note		227,912
Goodwill	$	49,697

The components of the acquired intangible assets were as follows:

	Amount		Useful Life (Years)
Trademark	$	36,997		5
Customer base		176,793		10
	$	213,790		-