10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2020

OR

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ___________ to ___________

Commission file number: 000-54436

COSMOS HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Nevada	27-0611758
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
141 West Jackson Blvd, Suite 4236 Chicago, Illinois	60604
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number: (312) 536-3102

N/A

(Former name, former address and former three months, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

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.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of May 15, 2020, there were 13,225,387 shares issued and 12,860,059 shares outstanding of the registrant’s common stock.

COSMOS HOLDINGS INC.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited).
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	36
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	44
Item 4.	Controls and Procedures.	44
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	45
Item 3.	Defaults Upon Senior Securities.	45
Item 4.	Mine Safety Disclosures.	45
Item 5.	Other Information.	45
Item 6.	Exhibits.	46
SIGNATURES		47

2

COSMOS HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
	March 31, 2020			December 31, 2019
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	984,881		$	38,537
Accounts receivable, net		11,017,329			7,348,945
Accounts receivable - related party		738,283			1,919,043
Marketable securities		212,900			238,940
Inventory		3,414,734			3,474,220
Other investments		4,298			4,381
Prepaid expenses and other current assets		1,531,657			1,549,055
Prepaid expenses and other current assets - related party		2,343,924			5,940,124
Operating lease right-of-use asset		441,441			498,180
Financing lease right-of-use asset		132,494			167,310
TOTAL CURRENT ASSETS		20,821,941			21,178,735
Property and equipment, net		1,705,033			1,734,781
Goodwill and intangible assets, net		255,433			263,681
Other assets		689,756			702,439
TOTAL ASSETS	$	23,472,163		$	23,879,636
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	6,833,489		$	8,561,681
Accounts payable and accrued expenses - related party		35,162			240,302
Customer advances		170,990			247,318
Convertible notes payable, net of unamortized discount of $0 and $29,509, respectively		1,400,000			1,470,491
Notes payable		13,297,462			12,029,724
Notes payable - related party		1,346,376			1,375,532
Lines of credit		3,435,005			2,750,992
Loans payable - related party		1,487,807			1,026,264
Taxes payable		172,632			175,939
Operating lease liability, current portion		111,806			139,556
Financing lease liability, current portion		50,064			58,185
Other current liabilities		154,668			165,271
TOTAL CURRENT LIABILITIES		28,495,461			28,241,255
Share settled debt obligation		1,554,590			1,554,590
Operating lease liability, net of current portion		328,309			353,024
Financing lease liability, net of current portion		74,681			82,523
Other liabilities		107,023			109,073
TOTAL LIABILITIES		30,560,064			30,340,465
Commitments and Contingencies (see Note 13)		-			-
STOCKHOLDERS' DEFICIT:
Preferred stock, $0.001 par value; 100,000,000 shares authorized; 0 shares issued and outstanding as of March 31, 2020 and  December 31, 2019, respectively		-			-
Common stock, $0.001 par value; 300,000,000 shares authorized; 13,225,387 shares issued and 12,860,059 outstanding as of March 31, 2020 and December 31, 2019		13,225			13,225
Additional paid-in capital		13,525,749			13,525,749
Treasury stock, 365,328 shares as of March 31, 2020 and  December 31, 2019		(411,854	)		(411,854	)
Accumulated deficit		(20,054,920	)		(19,571,610	)
Accumulated other comprehensive loss		(160,101	)		(16,339	)
TOTAL STOCKHOLDERS' DEFICIT		(7,087,901	)		(6,460,829	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	23,472,163		$	23,879,636
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3

COSMOS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
	Three Months Ended March 31,
	2020			2019
REVENUE	$	11,933,248		$	9,683,341
COST OF GOODS SOLD		10,740,077			9,057,179
GROSS PROFIT		1,193,171			626,162
OPERATING EXPENSES
General and administrative expenses		867,599			743,531
Depreciation and amortization expense		100,008			56,373
TOTAL OPERATING EXPENSES		967,607			799,904
INCOME (LOSS) FROM OPERATIONS		225,564			(173,742	)
OTHER INCOME (EXPENSE)
Other income (expense), net		(11,434	)		2,357
Interest expense - related party		(66	)		(66	)
Interest expense		(412,055	)		(259,712	)
Non-cash interest expense		(29,509	)		(229,713	)
Gain (loss) on equity investments, net		(22,172	)		606,125
Foreign currency transaction loss, net		(227,134	)		(160,640	)
TOTAL OTHER EXPENSE, NET		(702,370	)		(41,649	)
LOSS BEFORE INCOME TAXES		(476,806	)		(215,391	)
INCOME TAX EXPENSE		(6,504	)		(1,782	)
NET LOSS		(483,310	)		(217,173	)
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment, net		(143,762	)		61,629
TOTAL COMPREHENSIVE LOSS	$	(627,072	)	$	(155,544	)
BASIC NET LOSS PER SHARE	$	(0.04	)	$	(0.02	)
DILUTED NET LOSS PER SHARE	$	(0.04	)	$	(0.02	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Basic		13,225,387			13,384,574
Diluted		13,225,387			13,384,574
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

Cosmos Holdings, Inc.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
																						Other
	Preferred Stock				Common Stock						Additional		Treasury Stock									Comprehensive			Total
	No. of Shares		Value		No. of Shares			Value			Paid-in Capital		No. of Shares			Value			Accumulated Deficit			Income (Loss)			Stockholders' Deficit
Balance at January 1, 2019		-		-		13,878,757		$	13,879		$	13,133,982		(193,690	)	$	(225,494	)	$	(16,272,645	)	$	32,828		$	(3,317,450	)
Foreign currency translation adjustment, net		-		-		-			-			-		-			-			-			61,629			61,629
Cancellation of pre-delivery shares issued in connection with convertible debentures		-		-		(573,742	)		(574	)		574		-			-			-			-			-
Purchase of treasury stock from third party		-		-		-			-			-		(23,847	)		(71,541	)		-			-			(71,541	)
Net loss		-		-		-			-			-		-			-			(217,173	)		-			(217,173	)
Balance at March 31, 2019		-		-		13,305,015			13,305			13,134,556		(217,537	)		(297,035	)		(16,489,818	)		94,457			(3,544,535	)
Balance at January 1, 2020		-		-		13,225,387		$	13,225		$	13,525,749		(365,328	)	$	(411,854	)	$	(19,571,610	)	$	(16,339	)	$	(6,460,829	)
Foreign currency translation adjustment, net		-		-		-			-			-		-			-			-			(143,762	)		(143,762	)
Net loss		-		-		-			-			-		-			-			(483,310	)		-			(483,310	)
Balance at March 31, 2020		-		-		13,225,387			13,225			13,525,749		(365,328	)		(411,854	)		(20,054,920	)		(160,101	)		(7,087,901	)
The accompanying notes are an integral part of these consolidated financial statements.

5

COSMOS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Three Months Ended March 31,
	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(483,310	)	$	(217,173	)
Adjustments to Reconcile Net Loss to Net Cash Used In Operating Activities:
Depreciation and amortization expense		61,760			56,373
Amortization of right-of-use assets		38,248			69,632
Amortization of debt discounts		29,509			229,713
Lease expense		53,600			-
Interest on finance leases		2,301			-
(Gain) loss on change in fair value of equity investments		22,172			(606,125	)
Changes in Assets and Liabilities:
Accounts receivable, net		(3,668,384	)		(816,540	)
Accounts receivable - related party		1,180,760			(269,447	)
Inventory		59,486			452,208
Prepaid expenses and other current assets		17,398			290,663
Prepaid expenses and other current assets - related party		3,596,200			(31,767	)
Other assets		12,683			8,551
Accounts payable and accrued expenses		(1,728,192	)		349,271
Accounts payable and accrued expenses - related party		(205,140	)		(10,884	)
Customer advances		(76,328	)		50,866
Other current liabilities		(10,603	)		(41,426	)
Lease liabilities		(41,542	)		(27,417	)
Taxes payable		(3,307	)		-
Other liabilities		(2,050	)		29,569
NET CASH USED IN OPERATING ACTIVITIES		(1,144,739	)		(483,933	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets		(54,223	)		(462,545	)
Proceeds from sale of investments		-			333,014
NET CASH USED IN INVESTING ACTIVITIES		(54,223	)		(129,531	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of convertible note payable		(100,000	)		(365,513	)
Proceeds from convertible note payable		-			-
Payment of related party note payable		(3,305	)		(14,035	)
Proceeds from note payable		1,310,000			-
Payment of related party loan		(49,572	)		(38,175	)
Proceeds from related party loan		516,819			-
Payment of lines of credit		(3,344,072	)		(1,875,720	)
Proceeds from lines of credit		4,079,719			2,518,913
Payments of finance lease liability		(19,886	)		(8,121	)
Purchase of treasury stock		-			(71,541	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		2,389,703			145,808
Effect of exchange rate changes on cash		(244,397	)		(87,031	)
NET CHANGE IN CASH		946,344			(554,687	)
CASH AT BEGINNING OF PERIOD		38,537			864,343
CASH AT END OF PERIOD	$	984,881		$	309,656
Supplemental Disclosure of Cash Flow Information
Cash paid during the period:
Interest	$	124,178		$	119,770
Income tax	$	11,605		$	-
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Cancellation of pre-delivery shares issued for conversion of convertible notes payable	$	-		$	574
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

6

COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

March 31, 2020

NOTE 1 – BASIS OF PRESENTATION

The terms “COSM,” “we,” “the Company,” and “us” as used in this report refer to Cosmos Holdings, Inc. The accompanying unaudited condensed consolidated balance sheet as of March 31, 2020 and unaudited condensed consolidated statements of operations for the three months ended March 31, 2020 have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management of COSM, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2020, are not necessarily indicative of the results that may be expected for the year ending December 31, 2020, or any other period. These unaudited consolidated financial statements and notes should be read in conjunction with the financial statements for each of the two years ended December 31, 2019 and 2018, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (“Form 10-K”). The accompanying consolidated balance sheet as of December 31, 2019 has been derived from the audited financial statements filed in our Form 10-K and is included for comparison purposes in the accompanying balance sheet.

NOTE 2 – ORGANIZATION, NATURE OF BUSINESS AND GOING CONCERN

Overview

Cosmos Holdings, Inc. is an international pharmaceutical wholesaler. The Company imports, exports and distributes brand-name and generic pharmaceuticals, over-the-counter (“OTC”) medicines, a variety of vitamins, and dietary supplements. Through March 31, 2020, we operated our business through three wholly owned subsidiaries: (i) SkyPharm S.A. (“SkyPharm”), headquartered in Thessaloniki, Greece; (ii) Decahedron Ltd. (“Decahedron”), headquartered in Harlow, United Kingdom (“UK”); and (iii) Cosmofarm Ltd. (“Cosmofarm”), headquartered in Athens, Greece. Our business is primarily comprised of cross-border sales of brand-name pharmaceutical products in the European Union (“EU”). Our cross-border pharmaceutical wholesale business serves wholesale pharmaceutical distributors and independent retail pharmacies across the EU through a network of three strategic distribution centers, as well as an additional warehousing facility. Pharmaceutical manufacturers generally implement variable pricing strategies within the EU market. Identifying and evaluating price spreads between EU member states enables us to source brand-name pharmaceuticals from countries where ex-factory prices are comparatively low and export to countries where the same products are priced higher. We remain focused on leveraging our growing purchasing scale and supplier relationships to secure discounts and provide pharmaceuticals at reduced prices and continuing to drive organic growth at attractive margins for our cross-border pharmaceutical wholesale business.

We regularly evaluate and undertake strategic initiatives to expand our distribution reach, improve our profit margins, and strengthen our competitive position. In 2018, we entered the vitamins and dietary supplements segment and in the fourth quarter of 2018 we posted the first sales of our own brand of nutraceuticals; SkyPremium Life. Through the December 2018 acquisition of Cosmofarm, we entered the full-line pharmaceutical wholesale distribution segment. Cosmofarm now serves approximately 370 independent retail pharmacies and 15 pharmaceutical wholesalers in the greater Athens region by providing a reliable supply of brand-name and generic pharmaceuticals, OTC medicines, vitamins, and dietary supplements. We invest in technology to enhance safety, distribution and warehousing efficiency and reliability. For example, Cosmofarm operates two fully automated ROWA, a German robotic warehouse system that ensure 0% error selection rate, accelerate order fulfillment, and yield higher cost-efficiency in our Athens distribution center.

We make use of analytics and customer feedback from our EU-wide network of wholesale pharmaceutical distributors and independent retail pharmacies to identify and evaluate which nutraceutical product codes to develop to add to our SkyPremium Life portfolio. We intend to continue to bring SkyPremium Life products to market primarily through our existing network of over 160 pharmaceutical wholesale clients and vendors and approximately 370 independent retail pharmacies in the EU. There is growing demand for vitamins and food supplements and we are committed to developing quality products and creating enhanced customer value.

7

COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

March 31, 2020

We are also closely monitoring the legal framework for prescription and non-prescription derivates of cannabis products as it develops in Europe. As the legal framework and processes are developed and implemented in each respective EU country, we will utilize our existing network to distribute both prescription and non-prescription derivatives of cannabis products to our current customer base. We currently intend to only distribute prescription and non-prescription derivatives of cannabis products to approved EU countries and not in the US.

We regularly evaluate acquisition targets that would allow us to expand our distribution reach and/or vertically integrate into the supply chain of the products that we currently distribute. We believe that the demand for reasonably priced medicines, delivered on time and in the highest quality is set to increase in the years to come, as the population’s life expectancy increases. With our product portfolio of patented and non-patented medicines, we contribute to the optimization of efficient medicinal care, and thereby lowering cost for health insurance funds, companies, and patients. We also believe that the demand for non-prescription wellness products such as food and dietary supplements will continue to increase as individuals are increasingly supplementing their nutritional intake.

We believe the EU pharmaceutical import/export market will continue to grow. We continue to encounter competition in the market as we grow. The competition comes in the form of level of service, reliability, and product quality. On the procurement side, we continue to expand our vendor base. In order to minimize business risks, we diversify our sources of supply. We maintain our high-quality standards by carefully selecting and qualifying our suppliers as well as actively ensuring that our suppliers meet our standard of quality control on an ongoing basis.

On July 22, 2015, the Hellenic Ministry of Health and more specifically the National Organization for Medicines granted SkyPharm a license for the wholesale of pharmaceutical products for human use. The license is valid for a period of five years and pursuant to the EU directive of (2013/C343/01).

Decahedron received its Wholesale Distribution Authorization for human use on November 7, 2013, from the UK Medicines and Healthcare Products Regulatory Agency (MHRA) in accordance with Regulation 18 of the Human Medicines Regulations 2012 (SI 2012/1916) and it is subject to the provision of those Regulations and the Medicines Act 1971. This license will continue to remain in force from the date of issue by the Licensing Authority unless cancelled, suspended, revoked or varied as to the period of its validity or relinquished by the authorization holder.

On February  1, 2019, the Hellenic Ministry of Health and the National Organization for Medicines extended the validity of Cosmofarm’s license for the wholesale of pharmaceutical products for human use for a period of five years and pursuant to the EU directive of (2013/C 343/01).

Corporate History and Structure

Cosmos Holdings, Inc. was incorporated in the State of Nevada under the name Prime Estates and Developments, Inc. on July 21, 2009. On November 14, 2013, we changed our name to Cosmos Holdings, Inc.

On September 27, 2013, the Company, closed a reverse take-over transaction by which it acquired a private company whose principal activities are the trading of products, providing representation, and provision of consulting services to various sectors. Pursuant to a Share Exchange Agreement between the Registrant and Amplerissimo Ltd., a company incorporated in Cyprus (“Amplerissimo”), the Company acquired 100% of Amplerissimo’s issued and outstanding common stock. As a result of the reverse take-over transaction, Amplerissimo became a wholly owned subsidiary of the Company.

On August 1, 2014, the Company, through its Cypriot subsidiary Amplerissimo, formed SkyPharm S.A., a Greek corporation (“SkyPharm”), a subsidiary that focuses on the trading, sourcing and distribution of pharmaceutical products.

8

COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

March 31, 2020

In February 2017, the Company completed the acquisition of Decahedron Ltd., a UK corporation (“Decahedron”) consummating the transactions contemplated by the Stock Purchase Agreement, dated November 17, 2016 as amended (the “Decahedron SPA”). Pursuant to the terms of the Decahedron SPA, the shareholders of Decahedron received an aggregate of 170,000 shares of common stock of the Company (the “Stock Consideration”), which were delivered following the closing in exchange for all of the ordinary shares of Decahedron for the stock consideration. Decahedron is a fully licensed wholesaler of pharmaceutical products and its primary activity is the distribution, import and export of pharmaceuticals.

On November 21, 2017, the Company effected a one-for-ten (1:10) reverse stock split whereby the Company decreased, by a ratio of one-for-ten (1:10) the number of issued and outstanding shares of common stock. Proportional adjustments for the reverse stock split were made to the Company’s outstanding stock options, and warrants including all share and per-share data, for all amounts and periods presented in the consolidated financial statements.

On September 29, 2018, Amplerissimo transferred its remaining 22% investment in SkyPharm to the Company. The Company now holds 100% of the capital of SkyPharm as a 100% wholly-owned subsidiary of the Company. On September 30, 2018, the Company entered into a Share Purchase Agreement with an unaffiliated third party and sold 100% of the issued capital of its subsidiary, Amplerissimo.

On December 19, 2018, the Company completed the purchase of all of the capital stock of Cosmofarm Ltd., a pharmaceutical wholesaler based in Athens, Greece. The principal of the selling shareholder is Panagiotis Kozaris, who remained with Cosmofarm as a director and chief operating officer once it became a wholly owned subsidiary of the Company. Grigorios Siokas, the Company’s CEO, became the new CEO of Cosmofarm. Mr. Kozaris had no prior relationship to the Company other than as an independent shareholder. The purchase price payable is €200,000 evidenced by a promissory note.

Going Concern

The Company’s consolidated financial statements are prepared in conformity with U.S. GAAP which contemplates the continuation of the Company as a going concern. For the three months ended March 31, 2020, the Company had revenue of $11,933,248, a net loss of $483,310 and net cash used in operations of $1,144,739. Additionally, as of March 31, 2020, the Company had an accumulated deficit of $20,054,920 a working capital deficit of $7,673,520 and stockholders’ deficit of $7,087,901. It is management’s opinion that these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date of this filing.

The condensed consolidated financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty.

The Company has not yet established an adequate ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease development of operations.

In order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations, the Company will need, among other things, additional capital resources. Management’s plans to continue as a going concern include raising additional capital through increased sales of product and by sale of equity and/or debt. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described herein and eventually secure other sources of financing and attain profitable operations.

9

COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

March 31, 2020

Summary of Significant Accounting Policies

Basis of Financial Statement Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with principles generally accepted in the United States of America.

Principles of Consolidation

Our condensed consolidated accounts include our accounts and the accounts of our wholly-owned subsidiaries, SkyPharm S.A., Decahedron Ltd. and Cosmofarm Ltd. All significant intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of the condensed consolidated 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of May 15, 2020, the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change, as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of March 31, 2020, and December 31, 2019, there were no cash equivalents.

The Company maintains bank accounts in the United States denominated in U.S. Dollars and in Greece and in Bulgaria all of them denominated in Euros. The Company also maintains bank accounts in the United Kingdom of Great Britain, dominated in Euros and Great Britain Pounds (British Pounds Sterling).

Account Receivable

Accounts receivable are stated at their net realizable value. The allowance for doubtful accounts against gross accounts receivable reflects the best estimate of probable losses inherent in the receivables portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other currently available information. As of March 31, 2020, and December 31, 2019, the Company’s allowance for doubtful accounts was $551,723 and $562,444, respectively.

Tax Receivables

The Company pays Value Added Tax (“VAT”) or similar taxes (“input VAT”), income taxes, and other taxes within the normal course of its business in most of the countries in which it operates related to the procurement of merchandise and/or services it acquires and/or on sales and taxable income. The Company also collects VAT or similar taxes on behalf of the government (“output VAT”) for merchandise and/or services it sells. If the output VAT exceeds the input VAT, this creates a VAT payable to the government. If the input VAT exceeds the output VAT, this creates a VAT receivable from the government. The VAT tax return is filed on a monthly basis offsetting the payables against the receivables. In observance of EU regulations for intra-EU cross-border sales, our subsidiaries in Greece, SkyPharm and Cosmofarm, do not charge VAT for sales to wholesale drug distributors registered in other European Union member states. The net VAT receivable is recorded in prepaid expense and other current assets on the condensed consolidated balance sheets.

10

COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

March 31, 2020

Inventory

Inventory is stated at the lower-of-cost or net realizable value using the weighted average method. Inventory consists primarily of finished goods and packaging materials, i.e. packaged pharmaceutical products and the wrappers and containers they are sold in. A periodic inventory system is maintained by 100% count. Inventory is replaced periodically to maintain the optimum stock on hand available for immediate shipment.

The Company writes-down inventories to net realizable value based on physical condition, expiration date, current market conditions, as well as forecasted demand. The Company’s inventories are not highly susceptible to obsolescence. Many of the Company’s inventory items are eligible for return to our suppliers when pre-agreed product requirements, including, but not limited to, physical condition and expiration date, are not met.

Property and Equipment, net

Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated on a straight-line basis over the useful lives (except for leasehold improvements which are depreciated over the lesser of the lease term or the useful life) of the assets as follows:

	Estimated Useful Life
Leasehold improvements and technical works		Lesser of lease term or 40 years
Vehicles		6 years
Machinery		20 years
Furniture, fixtures and equipment		5–10 years
Computers and software		3-5 years

Depreciation expense was $53,512 and $49,499 for the three months ended March 31, 2020 and 2019, respectively.

Impairment of Long-Lived Assets

In accordance with ASC 360-10, Long-lived assets, property and equipment and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.

Goodwill and Intangibles

The Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. Specifically, goodwill impairment is determined using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company uses level 3 inputs and a discounted cash flow methodology to estimate the fair value of a reporting unit. A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Company’s budget and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit.

11

COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

March 31, 2020

Prior to the acquisition of Decahedron, the Company had no recorded goodwill value. As a result of the acquisition of Decahedron, the Company tested and expensed 100% of the goodwill allocated to the purchase price, an amount equal to $1,949,884 for the year ended December 31, 2017.

On December 19, 2018, as a result of the acquisition of Cosmofarm, the Company recorded $49,697 of goodwill.

Intangible assets with definite useful lives are recorded on the basis of cost and are amortized on a straight-line basis over their estimated useful lives. The Company uses a useful life of 5 years for an import/export license. The Company evaluates the remaining useful life of intangible assets annually to determine whether events and circumstances warrant a revision to the remaining amortization period. If the estimate of the intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset will be amortized prospectively over that revised remaining useful life. As of March 31, 2020, no revision to the remaining amortization period of the intangible assets was made.

Amortization expense was $8,248 and $6,874 for the three months ended March 31, 2020 and 2019, respectively.

Equity Method Investment

For those investments in common stock or in-substance common stock in which the Company has the ability to exercise significant influence over the operating and financial policies of the investee, the investment is accounted for under the equity method. The Company records its share in the earnings of the investee and is included in “Equity earnings of affiliate” in the consolidated statement of operations. The Company assesses its investment for other-than-temporary impairment when events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable and recognizes an impairment loss to adjust the investment to its then current fair value.

Investments in Equity Securities

Effective January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2016-01, and accordingly, investments in equity securities are accounted for at fair value with changes in fair value recognized in net income. Equity securities are classified as short-term or long-term based on the nature of the securities and their availability to meet current operating requirements. Equity securities that are readily available for use in current operations are reported as a component of current assets in the accompanying consolidated balance sheets. Equity securities that are not considered available for use in current operations would be reported as a component of long-term assets in the accompanying consolidated balance sheets. For equity securities with no readily determinable fair value, the Company elects a measurement alternative to fair value. Under this alternative, the Company measures the investments at cost, less any impairment, and adjusted for changes resulting from observable price changes in transactions for identical or similar investments of the investee. The election to use the measurement alternative is made for each eligible investment.

As of March 31, 2020, investments consisted of 3,000,000 shares, which traded at a closing price of $0.005 per share or a value of $14,100 of ICC International Cannabis Corp, 40,000 shares which traded at a closing price of $4.91 per share, or value of $196,525 of Diversa S.A. and 16,666 shares which traded at a closing price of $0.33 per share or value of $2,275 of National Bank of Greece. Additionally, the Company has $4,298 in equity securities of Pancreta bank, which are not publicly traded and recorded at cost. See Note 3, for additional investments in equity securities.

12

COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

March 31, 2020

Fair Value Measurement

The Company applies FASB ASC 820, Fair Value Measurements and Disclosures, (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements establishes a framework for measuring fair value and expands disclosure about such fair value measurements.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

The following tables presents assets that are measured and recognized at fair value as of March 31, 2020 and December 31, 2019, on a recurring basis:

	March 31, 2020						Total Carrying
	Level 1		Level 2		Level 3		Value
Marketable securities – ICC International Cannabis Corp.	$	14,100		-		-	$	14,100
Marketable securities – Divsersa S.A.		196,525		-		-		196,525
Marketable securities – National Bank of Greece		2,275		-		-		2,275
	$	212,900					$	212,900

	December 31, 2019						Total Carrying
	Level 1		Level 2		Level 3		Value
Marketable securities – ICC International Cannabis Corp.	$	33,000		-		-	$	33,000
Marketable securities – Divsersa S.A.		200,290		-		-		200,290
Marketable securities – National Bank of Greece		5,650		-		-		5,650
	$	238,940					$	238,940

In addition, FASB ASC 825-10-25 Fair Value Option, (“ASC 825-10-25”), expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments.

Customer Advances

The Company receives prepayments from certain customers for pharmaceutical products prior to those customers taking possession of the Company’s products; the Company records these receipts as customer advances until it has met all the criteria for recognition of revenue including passing control of the products to its customer, at such point the Company will reduce the customer and deposits balance and credit the Company’s revenues.

13

COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

March 31, 2020

Revenue Recognition

The Company adopted the modified retrospective adoption in accordance with ASC 606, Revenue from Contracts with Customers, on January 1, 2018. The new guidance introduces a five-step model for recognizing revenue by applying the following steps: (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the performance obligations are satisfied by transferring the promised goods to the customer. Once these steps are met, revenue is recognized upon delivery of the product. Adoption of ASC 606 has not changed the timing and nature of the Company’s revenue recognition and there has been no material effect on the Company’s condensed consolidated financial statements.

Stock-based Compensation

The Company records stock-based compensation in accordance with ASC 718, Stock Compensation (“ASC 718”) and Staff Accounting Bulletin No. 107 (“SAB 107”) issued by the SEC in March 2005 regarding its interpretation of ASC 718. ASC 718 requires the fair value of all stock-based employee compensation awarded to employees to be recorded as an expense over the related requisite service period. The Company values any employee or non-employee stock-based compensation at fair value using the Black-Scholes Option Pricing Model.

The Company accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASU 2018-07, Compensation-Stock Compensation.

Foreign Currency Translations and Transactions

Assets and liabilities of all foreign operations are translated at year-end rates of exchange, and the statements of operations are translated at the average rates of exchange for the year. Gains or losses resulting from translating foreign currency financial statements are accumulated in a separate component of stockholders’ deficit until the entity is sold or substantially liquidated.

Gains or losses from foreign currency transactions (transactions denominated in a currency other than the entity’s local currency) are included in net earnings.

Income Taxes

The Company accounts for income taxes under the asset and liability method, as required by the accounting standard for income taxes, ASC 740. Under this method, 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 basis, as well as net operating loss carry forwards. 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.

The Company is liable for income taxes in Greece and the United Kingdom of England. The corporate income tax rate is 29% in Greece (tax losses are carried forward for five years effective January 1, 2013) and 20% in United Kingdom of England. Losses may also be subject to limitation under certain rules regarding change of ownership.

We regularly review deferred tax assets to assess their potential realization and establish a valuation allowance for portions of such assets to reduce the carrying value if we do not consider it to be more likely than not that the deferred tax assets will be realized. Our review includes evaluating both positive (e.g., sources of taxable income) and negative (e.g., recent historical losses) evidence that could impact the realizability of our deferred tax assets. As of March 31, 2020, the Company has maintained a valuation allowance against all net deferred tax assets in each jurisdiction in which it is subject to income tax.

14

COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

March 31, 2020

The Company periodically reviews the uncertainties and judgments related to the application of complex income tax regulations to determine income tax liabilities in several jurisdictions. The Company uses a “more likely than not” criterion for recognizing the income tax benefit of uncertain tax positions and establishing measurement criteria for income tax benefits. The Company has evaluated the impact of these positions and due to the fact that the fiscal years 2013 - 2014 are unaudited by the Greek tax authorities, a potential tax liability has been identified, which may arise from a prospective tax audit from tax authorities, based on the tax settlement note of years 2007 - 2009. The amount of the liability as of March 31, 2020, and December 31, 2019, was $78,196 and $79,716, respectively, and has been recorded as a long-term liability within the condensed consolidated balance sheets.

Retirement and Termination Benefits

Under Greek labor law, employees are entitled to lump-sum compensation in the event of termination or retirement. The amount depends on the employee’s work experience and renumeration as of the day of termination or retirement. If an employee remains with the company until full-benefit retirement, the employee is entitled to a lump-sum equal to 40% of the compensation to be received if the employee were to be dismissed on the same day. The Company periodically reviews the uncertainties and judgments related to the application of the relevant labor law regulations to determine retirement and termination benefits obligations of its Greek subsidiaries. The Company has evaluated the impact of these regulations and has identified a potential retirement and termination benefits liability. The amount of the liability as of March 31, 2020, and December 31, 2019, was $75,706 and $77,170 respectively, and has been recorded as a long-term liability within the condensed consolidated balance sheets.

Basic and Diluted Net Loss per Common Share

Basic income per share is calculated by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted income per share is calculated by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period and, when dilutive, potential shares from stock options and warrants to purchase common stock, using the treasury stock method. In accordance with ASC 260, Earnings Per Share, the following table reconciles basic shares outstanding to fully diluted shares outstanding.

	Three Months Ended March 31,
	2020		2019
Weighted average number of common shares outstanding Basic		13,225,387		13,384,574
Potentially dilutive common stock equivalents		-		-
Weighted average number of common and equivalent shares outstanding - Diluted		13,225,387		13,384,574

Common stock equivalents are included in the diluted income per share calculation only when option exercise prices are lower than the average market price of the common shares for the period presented.

Recent Accounting Pronouncements

In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350), which simplifies the measurement of goodwill by eliminating Step 2 from the current goodwill impairment test in the event that there is evidence of an impairment based on qualitative or quantitative assessments. ASU 2017-04 does not change how the goodwill impairment is identified, and the Company will continue to perform a qualitative assessment annually to determine whether the two-step impairment test is required. Until the adoption, current accounting standards require the impairment loss to be recognized under Step 2 of the impairment test. This requires the Company to calculate the implied fair value of goodwill by assigning fair value to the reporting unit’s assets and liabilities as if the reporting unit has been acquired in a business combination, then subsequently subtracting the implied goodwill from the carrying amount of the goodwill. The new standard would require the Company to determine the fair value of the reporting unit and subtract the carrying value from the fair value of the reporting unit to determine if there is an impairment. ASU 2017-04 is effective for the Company for fiscal years beginning after December 15, 2019, and early adoption is permitted. ASU 2017-04 is required to be adopted prospectively, and the adoption is effective for annual goodwill impairment tests performed in the year of adoption. The adoption of ASU No. 2017-04 did not have a material effect on the Company’s condensed consolidated financial position or the Company’s consolidated results of operations.

15

COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

March 31, 2020

NOTE 3 – INVESTMENTS

Distribution and Equity Agreement

On March 19, 2018, the Company entered into a Distribution and Equity Acquisition Agreement (the “Distribution and Equity Acquisition Agreement”) with Marathon Global Inc. (“Marathon”), a company incorporated in the Province of Ontario, Canada. Marathon was formed to be a global supplier of cannabis, cannabidiol (CBD) and/or any cannabis extract products, extracts, ancillaries and derivatives (collectively, the “Products”). The Company was appointed the exclusive distributor of the Products initially throughout Europe and on a non-exclusive basis wherever else lawfully permitted. The Company has no present intention to distribute any Products under this Agreement in the United States or otherwise participate in cannabis operations in the United States. The Company intends to await further clarification from the U.S. Government on cannabis regulation prior to determining whether to enter the domestic market.

The Distribution and Equity Acquisition Agreement is to remain in effect indefinitely unless Marathon fails to provide Market Competitive (as defined) product pricing and Marathon has not become profitable within five (5) years of the agreement. The transaction closed on May 22, 2018 after the due diligence period, following which the Company received: (a) a 33 1/3% equity interest or 5 million shares in Marathon as partial consideration for the Company’s distribution services; and (b) received cash of CAD $2,000,000, subject to repayment in common shares of the Company if it fails to meet certain performance milestones. The Company is entitled to receive an additional CAD $2,750,000 upon the Company’s receipt of gross sales of CAD $6,500,000 and an additional CAD $2,750,000 upon receipt of gross sales of CAD $13,000,000. The Company was also given the right to nominate one director to the Marathon board of directors.

Since Marathon was a newly formed entity with no assets and no activity, the Company attributed no value to the 5 million shares in Marathon which was received as consideration for the distribution services. As described below, the Company exchanged the Marathon shares in May and July 2018.

Share Exchange Agreements

On May 17, 2018, the Company entered into a Share Exchange Agreement (the “SEA”) with Marathon, ICC International Cannabis Corp (“ICC”) formerly known as Kaneh Bosm Biotechnology Inc. (“KBB”) and certain other sellers of Marathon capital stock. Under the SEA, the Company transferred 2.5 million shares in Marathon to ICC, a corporation incorporated under the laws of the Province of British Columbia and a public reporting issuer on the Canadian Securities Exchange, in exchange for 5 million shares of ICC. The Company accounted for the exchange at fair value and recognized a gain on exchange of its investment in Marathon of $1,953,000 in the year ended December 31, 2018.

On July 16, 2018, the Company completed a Share Exchange Agreement (the “New SEA”) with Marathon, ICC, and certain other sellers of Marathon capital stock whereby the Company transferred its remaining one-half interest (2.5 million shares) in Marathon to KBB for an additional 5 million shares of ICC. The Company accounted for the exchange at fair value and recognized a gain on exchange of its investment in Marathon of $2,092,200 in the year ended December 31, 2018. The ten million shares of ICC owned by the Company constituted approximately 7% of the 141,219,108 shares of capital stock of KBB then issued and outstanding. The Company does not have the ability to exercise significant influence over ICC.

16

COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

March 31, 2020

The Company determined the fair value of both exchanges based on an actively quoted stock price of ICC received in exchange for the Marathon shares. The Company continues to fair value its investment in ICC with changes recognized in earnings each period and was recorded as an unrealized loss on exchange of investment during the three months ended March 31, 2020 of $18,900. The value of the investments as of March 31, 2020 and December 31, 2019, was $14,100 and $33,000, respectively.

Since no value was attributed to the 33 1/3% equity ownership interest in Marathon received as consideration for the distribution services, the Company would receive variable consideration in future for its services under the Distribution and Equity Acquisition Agreement, if certain milestones are achieved. Refer to Note 11 for the accounting associated with the cash of CAD $2 million received upfront. Variable consideration to be received in the future upon achieving the gross sales milestones described above, is constrained as the Company estimates that it is probable that a significant reversal of revenue could occur. In assessing the constraint, the Company considered its limited experience with the Products, new geographic markets and similar transactions, which affect the Company’s ability to estimate the likelihood of a probable revenue reversal. Therefore, no revenue has been recognized for the period ended March 31, 2020. The Company will continue to reassess variable consideration at each reporting period and update the transaction price when it becomes probable that a significant revenue reversal would not occur.

As of March 31, 2020, in addition to the 3,000,000 ICC shares valued at $14,100, as noted above, marketable securities also consisted of the following: 40,000 shares which traded at a closing price of $4.91 per share, or value of $196,525 of Diversa S.A. and 16,666 shares which traded at a closing price of $0.33 per share or value of $2,275 of National Bank of Greece. The Company recorded a net unrealized loss on the fair value of these investments of $3,272 during the three months ended March 31, 2020.

CosmoFarmacy LP

In June 2019, the Company entered into an agreement with an unaffiliated third party to incorporate CosmoFarmacy L.P. for the purpose of providing strategic management consulting services and the retail trade of pharmaceutical products, and OTC to pharmacies. CosmoFarmacy was incorporated with a 30-year term through May 31, 2049. The unaffiliated third party is the general partner (the “GP”) of the limited partnership and is responsible for management and decision-making associated with CosmoFarmacy. The initial share capital was set to EUR 150,000 which was later increased to EUR 500,000. The GP contributed the pharmacy license (the “License”) valued at EUR 350,000 (30-year term) to operate the business of CosmoFarmacy in exchange for a 70% equity ownership. The Company is a limited partner and contributed cash of EUR 150,000 for the remaining 30% equity ownership. CosmoFarmacy is not publicly traded and the Company’s investment has been recorded using the equity method of accounting. The value of the investment as of March 31, 2020 was $165,195.

NOTE 4 – PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:

	March 31, 2020			December 31, 2019
Leasehold improvements	$	563,304		$	548,000
Vehicles		112,893			115,055
Furniture, fixtures and equipment		1,418,701			1,439,839
Computers and software		106,587			85,052
		2,201,485			2,187,946
Less: Accumulated depreciation and amortization		(496,452	)		(453,165	)
Total	$	1,705,033		$	1,734,781

17

COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

March 31, 2020

NOTE 5 – INTANGIBLE ASSETS, NET

Intangible assets, net consist of the following at:

	March 31, 2020			December 31, 2019
License	$	50,000		$	50,000
Trade name / mark		36,997			36,997
Customer base		176,793			176,793
		263,790			263,790
Less: Accumulated amortization		(58,054	)		(49,806	)
Subtotal		205,736			213,984
Goodwill		49,697			49,697
Total	$	255,433		$	263,681

NOTE 6 – INCOME TAXES

The Company is incorporated in the United States of America and is subject to United States federal taxation. No provisions for income taxes have been made as the Company had no U.S. taxable income for the three months ended March 31, 2020 and 2019.

The Company’s Greece subsidiaries are governed by the income tax laws of Greece. The corporate tax rate in Greece is 29% on income reported in the statutory financial statements after appropriate tax adjustments.

The Company’s United Kingdom subsidiaries are governed by the income tax laws of the United Kingdom. The corporate tax rate in the United Kingdom is 19% on income reported in the statutory financial statements after appropriate tax adjustments.

On December 22, 2017, the President of the United States signed into law Public Law No. 115-97, commonly referred to as the Tax Reform Act, following its passage by the United States Congress. The Tax Reform Act made significant changes to U.S. federal income tax laws, including reduction of the corporate tax rate from 34.0% to 21.0%, limitation of the deduction for net operating losses to 80.0% of current year taxable income and elimination of net operating loss carrybacks, one-time taxation of offshore earning at reduced rates regardless of whether they are repatriated, elimination of U.S. tax on foreign earnings (subject to certain important exceptions), immediate deductions for certain new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions.

On December 22, 2017, Staff Accounting Bulletin No. 118, “SAB 118”, was issued to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. Additional work is necessary for a more detailed analysis of the deferred tax assets and liabilities and our historical foreign earnings as well as potential correlative adjustments. Any subsequent adjustment to these amounts will be recorded to current tax expense within the measurement period.

As of March 31, 2020 and 2019, the Company’s effective tax rate differs from the US federal statutory tax rate primarily due to a valuation allowance recorded against net deferred tax assets in all jurisdictions in which the Company operates.

We regularly review deferred tax assets to assess their potential realization and establish a valuation allowance for portions of such assets to reduce the carrying value if we do not consider it to be more likely than not that the deferred tax assets will be realized. Our review includes evaluating both positive (e.g., sources of taxable income) and negative (e.g., recent historical losses) evidence that could impact the realizability of our deferred tax assets. As of March 31, 2020, and December 31, 2019, the Company has maintained a valuation allowance against all net deferred tax assets in each jurisdiction in which it is subject to income tax.

As of March 31, 2020, and December 31, 2019, the Company has a provision for tax charges recorded in any jurisdiction where it is subject to income tax, in the amount of $78,196 and $79,716, respectively, which is included in Other Liabilities on the condensed consolidated balance sheets.

18

COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

March 31, 2020

NOTE 7 – CAPITAL STRUCTURE

Preferred Stock

The Company is authorized to issue 100 million shares of preferred stock, which may be issued from time to time in one or more series authorized by the Board of Directors. As of March 31, 2020, no preferred shares have been issued.

Common Stock

The Company is authorized to issue 300 million shares of common stock. As of March 31, 2020 and December 31, 2019, the Company had 13,225,387 and 13,225,387 shares of our common stock issued and 12,860,059 and 12,860,059 shares outstanding, respectively.

Purchase of Treasury Shares

On February 18, 2019, the Company entered into a Stock Purchase Agreement (the “SPA”) with an institutional noteholder. The SPA provides for the Company’s purchase of 83,341 shares of the Company’s common stock at $3.00 per share or an aggregate of $250,023. Payment was scheduled over a five-month period, subject to acceleration, if the Company effects an eligible equity offering. As of December 31, 2019, the Company had made $250,023 in payments. As of the date of this filing, 26,221 shares have been transferred back to the Company and subsequently cancelled. An additional 57,120 have been transferred to the Company, have not yet been cancelled and are recorded in treasury.

Potentially Dilutive Securities

No options, warrants or other potentially dilutive securities have been issued as of March 31, 2020.

NOTE 8 – RELATED PARTY TRANSACTIONS

On the date of our inception, we issued 2 million shares of our common stock to our three officers and directors which were recorded at no value (offsetting increases and decreases in common stock and additional paid-in capital).

Doc Pharma S.A.

As of March 31, 2020, the Company has a prepaid balance of €2,127,745 ($2,343,924) and an accounts payable balance of €30,526 ($33,627), resulting in a net prepaid balance of €2,097,219 ($2,310,296) to Doc Pharma S.A. related to purchases of inventory. Additionally, the Company has a receivable balance of €326,696 and £168,633 ($569,903). As of December 31, 2019, the Company has a prepaid balance of €2,181,780 ($2,403,449) and an accounts payable balance of €22,576 ($24,870), resulting in a net prepaid balance of €2,158,434 ($2,377,731) to Doc Pharma S.A. related to purchases of inventory. Additionally, the Company has a receivable balance of €546,240 ($601,738).

During the three months ended March 31, 2020 and 2019, the Company has purchased a total of €608,448 ($670,631) €507,389 ($576,089) of products from Doc Pharma, respectively. During the three months ended March 31, 2020 and 2019, Skypharm and Cosmofarm had €132,368 ($145,896) €158,828 ($183,333) revenue from Doc Pharma, and Decahedron had revenue £168,633 ($215,648) from Doc Pharma, respectively.

Doc Pharma S.A is considered a related party to the Company due to the fact that the CEO of Doc Pharma is the wife of Grigorios Siokas, the Company’s CEO and principal shareholder, who also served as a principal of Doc Pharma SA in the past.

19

COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

March 31, 2020

Notes Payable – Related Party

A summary of the Company’s related party notes payable during the three months ended March 31, 2020 and the year ended December 31, 2019 is presented below:

	2020			2019
Beginning Balance	$	1,375,532		$	1,793,437
Payments		(3,305	)		(382,055	)
Foreign currency translation		(25,851	)		(35,850	)
Ending Balance	$	1,346,376		$	1,375,532

Grigorios Siokas

On December 20, 2018, the €1,500,000 ($1,718,400) note payable, originally borrowed pursuant to a Loan Agreement with a third-party lender, dated March 16, 2018, was transferred to Grigorios Siokas. The note bears an interest rate of 4.7% per annum and has a maturity date of March 18, 2019. As of December 31, 2019, the note had an outstanding principal balance of €1,200,000 ($1,347,240) and accrued interest of €124,281 ($139,530). As of March 31, 2020, the Company has an outstanding balance of €1,200,000 ($1,321,920) and accrued interest of €138,345 ($152,401).

Grigorios Siokas is the Company’s CEO and principal shareholder.

Dimitrios Goulielmos

On November 21, 2014, the Company entered into an agreement with Dimitrios Goulielmos, as amended on November 4, 2016. Pursuant to the amendment, this loan is non-interest bearing. During the year ended December 31, 2019, the Company repaid €40,300 ($45,245) and a principal balance of €13,200 ($14,820) remained as of December 31, 2019.  During the three months ended March 31, 2020, the Company repaid €3,000 ($3,305) and a principal balance of €10,200 ($11,237) remained as of March 31, 2020.

Dimitrios Goulielmos is a current director and former CEO of the Company.

DOC Pharma

On November 1, 2015, the Company entered into a €12,000 ($12,662) Loan Agreement with Doc Pharma S.A, pursuant to which Doc Pharma S.A., paid existing bills of the Company in the amount of €12,000 ($12,662), excluding the Vendor Bills. The loan bears an interest rate of 2% per annum and was due and payable in full on October 31, 2016. As of December 31, 2019, the Company has an outstanding principal balance of €12,000 ($13,472) and accrued interest expense of $1,100. As of March 31, 2020, the Company has an outstanding principal balance of €12,000 ($13,219) and accrued interest expense of $1,166.

The above balances are adjusted for the foreign currency rate as of the balance sheet date. For the three months ended March 31, 2020 the Company recorded losses of $25,851.

20

COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

March 31, 2020

Loans Payable – Related Party

A summary of the Company’s related party loans payable during the three months ended March 31, 2020, and the year ended December 31, 2019 is presented below:

	2020			2019
Beginning Balance	$	1,026,264		$	1,775,251
Proceeds		516,819			585,915
Payments		(49,572	)		(262,226	)
Conversion of debt		-			(1,050,000	)
Reclassification of receivable		-			2,547
Foreign currency translation		(5,704	)		(25,223	)
Ending Balance	$	1,487,807		$	1,026,264

Grigorios Siokas

From time to time Grigorios Siokas loans the Company funds in the form of non-interest bearing, no-term loans. As of December 31, 2019, the Company had an outstanding principal balance under these loans of $1,026,264 consisting of €297,314 ($303,502) and $722,762, in loans payable to Grigorios Siokas. During the three months ended March 31, 2020, the Company borrowed additional proceeds of €124,200 ($136,819) and $380,000 and repaid €45,000 ($49,572) of these loans.  As of March 31, 2020, the Company had an outstanding balance under these loans of $1,487,807.

The above balances are adjusted for the foreign currency rate as of the balance sheet date. For the three months ended March 31, 2020 the Company recorded losses of $5,704.

Except as set forth above, we have not entered into any material transactions with any director, executive officer, and promoter, beneficial owner of five percent or more of our common stock, or family members of such persons.

NOTE 9 – LINES OF CREDIT

A summary of the Company’s lines of credit as of March 31, 2020 and December 31, 2019 is presented below:

	March 31, 2020		December 31, 2019
National	$	2,629,327	$	1,940,045
Alpha		805,678		810,947
Eurobank		-		-
Total	$	3,435,005	$	2,750,992

The line of credit with National Bank of Greece is being renewed annually with current interest rates of 6.00% and 4.35% on certain lines of credit. The maximum borrowing allowed was $1,651,950 and $1,684,050 at March 31, 2020 and December 31, 2019, respectively for the 6.00% line of credit. The maximum borrowing allowed was $1,101,300 and $1,122,700 at March 31, 2020 and December 31, 2019, respectively, for the 4.35% lines of credit. The outstanding balance was $2,629,327 and $1,940,045 at March 31, 2020 and December 31, 2019, respectively.

The line of credit with Alpha Bank of Greece is renewed annually with a current interest rate of 6.00%. The maximum borrowing allowed was $1,101,300 and $1,122,700 at March 31, 2020 and December 31, 2019, respectively. The outstanding balance was $805,678 and $810,947 at March 31, 2020 and December 31, 2019, respectively.

Interest expense for the three months ended March 31, 2020 and 2019, was $17,673 and $45,174, respectively.

Under the agreements, the Company is required to maintain certain financial ratios and covenants. These lines of credit were assumed in the Company’s acquisition of Cosmofarm. During the three months ended March 31, 2020 and 2019, the Company was in compliance with these ratios and covenants.

21

COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

March 31, 2020

NOTE 10 – CONVERTIBLE DEBT

A summary of the Company’s convertible debt during the three months ended March 31, 2020 and the year ended December 31, 2019 is presented below:

	2020			2019
Beginning balance notes		1,500,000			365,513
New notes		-			1,500,000
Payments		(100,000	)		(365,513	)
Subtotal notes		1,400,000			1,500,000
Debt discount at year end		-			(29,509	)
Note payable net of discount		1,400,000			1,470,491

Securities Purchase Agreement executed on May 15, 2019

On May 15, 2019, the Company entered into a Securities Purchase Agreement with an institutional investor (the “Buyer”). Upon the closing of this financing, on May 17, 2019, the Company issued for a purchase price of $1,500,000 in principal amount a Senior Convertible Note (the “May 2019 Note”) to the Buyer.

The May 2019 Note provides that the Company will repay the principal amount of the May 2019 Note on or before March 15, 2020.

On March 23, 2020, the Company entered into a Forbearance and Amendment Agreement (the “Agreement”) with an institutional investor (the “Buyer”). The Company entered into a Securities Purchase Agreement (the “SPA”) with the Buyer on May 15, 2019, pursuant to which the Company issued a Convertible Note (the “Note”) in the principal amount of $1,500,000. The Note was due on or before March 15, 2020 and was not paid (the “Existing Default”). The Note provides that upon an Event of Default, the Buyer may, among other things, require the Company to redeem all or a portion of the Note at a redemption premium of 120%, multiplied by the product of the conversion rate ($6.00per share) and the then current market price.

The Agreement provides that the Buyer will (a) forbear (i) from taking any action with respect to the Existing Default and (ii) from issuing any demand for redemption of the Note on the basis of the Existing Default until the earlier of: (1): (September 16, 2020 (or, if earlier, such date when all amounts outstanding under the Note shall be paid in full or converted into shares of Common Stock in accordance therewith) and (2) the time of any breach by the Company of the Agreement or the occurrence of an Event of Default that is not an Existing Default (the “Forbearance Expiration Date), (b)during the Forbearance Period waive the prepayment premium to any Company Optional Redemption, and (c) during the Forbearance Period, waive the repayment in full of the Note other than the Required Payments (as defined) prior to September 16, 2020. The Scheduled Required Prepayments are $100,000 upon signing the Agreement and five (5) monthly payments thereafter aggregating $200,000 with all amounts outstanding under the Note due on September 16, 2020. In addition, there are mandatory prepayments in the event the Company completes a Subsequent Placement (as defined) or long-term debt (other than from the Buyer or from officers and directors and advisors of the Company) or factoring and purchase order indebtedness, the Company shall effect a Company Optional Redemption amount equal to 50% of the gross proceeds (less reasonable expenses of counsel and any investment bank) together with all Scheduled Required Payments.

The May 2019 Note is convertible at any time by the Holder into 250,000 shares of common stock, par value $0.001 per share at the rate of $6.00 per share, subject to adjustment (the “Conversion Price”). Upon an Event of Default (regardless of whether such event has been cured), the Buyer may convert at an alternative conversion price equal to the lower of the then applicable Conversion Price or seventy-five (75%) percent of the then Volume-Weighted Average Price (as defined, the “VWAP”). The Company considered the need for the conversion feature to be bifurcated under ASC 815 and determined that it does not meet the requirements. Additionally, the Company determined the effective conversion rate under ASC 470-20 and determined that the instrument is out of the money and no beneficial conversion feature was recorded.

22

COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

March 31, 2020

The May 2019 Note is senior in right of payment to all other existing and future indebtedness of the Company except Permitted Senior Indebtedness (as defined in the May 2019 Note), including $12 million of senior secured indebtedness of the Company and its subsidiaries under an existing senior loan agreement, plus defined amounts of purchase money indebtedness in connection with bona fide acquisitions.

The May 2019 Note includes customary Events of Default and provides that the Buyer may require the Company to redeem (regardless of whether the Event of Default has been cured) all or a portion of the Note at a redemption premium of one hundred twenty-five (125%) percent, multiplied by the greater of the conversion rate and the then current market price. The Buyer may also require redemption of the May 2019 Note upon a Change of Control (as defined) at a premium of one hundred twenty-five (125%) percent. The Company has the right to redeem the May 2019 Note at any time, in whole or in part, in cash at a price equal to 120% of the then outstanding conversion amount.

Conversion of the May 2019 Note is subject to a blocker provision which prevents any holder from converting the May 2019 Note into shares of common stock if its beneficial ownership of the common stock would exceed 9.99% of the Company’s issued and outstanding common stock.

During the three months ended March 31, 2020, the Company repaid $100,000 such that as of March 31, 2020, the Company had a principal balance $1,400,000 on the May 2019 Note and the Company had accrued $24,859 in interest expense.

Roth Capital Partners, LLC (“Roth”), as the Company’s exclusive placement agent, received a cash commission for this transaction equal to six (6%) percent of the total gross proceeds of the offering. This 6% fee or $90,000 was recorded as debt discount along with the $30,000 in legal fees associated with the May 2019 Note. These fees will be amortized over the term of the note. The Company amortized $90,491 in the year ended December 31, 2019 and the remaining $29,509 was amortized during the three months ended March 31, 2020.

NOTE 11 – DEBT

A summary of the Company’s third-party debt during the three months ended March 31, 2020 and the year ended December 31, 2019 is presented below:

March 31, 2020	Loan Facility		Bridge Loans		Trade Facility			Third Party			Total
Beginning balance	$	3,078,442	$	191,287	$	6,245,400		$	2,514,595		$	12,029,724
Proceeds		-		-		-			1,310,000			1,310,000
Payments		-		-		-			(227,912	)		(227,912	)
Foreign currency translation		-		-		(42,200	)		(62	)		(42,262	)
Ending Balance	$	3,078,442	$	191,287	$	6,203,200		$	3,824,533		$	13,297,462

December 31, 2019	Loan Facility		Bridge Loans		Trade Facility			Third Party			Total
Beginning balance	$	3,078,442	$	191,287	$	6,291,199		$	242,805		$	9,803,733
Proceeds		-		-		-			2,500,000			2,500,000
Payments		-		-		-			(227,912	)		(227,912	)
Foreign currency translation		-		-		(45,799	)		(298	)		(46,097	)
Ending Balance	$	3,078,442	$	191,287	$	6,245,400		$	2,514,595		$	12,029,724

23

COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

March 31, 2020

On November 16, 2015, the Company entered into a Loan Agreement with Panagiotis Drakopoulos, former Director and former Chief Executive Officer, pursuant to which the Company borrowed €40,000 ($42,832) as a note payable from Mr. Drakopoulos. The note bears an interest rate of 6% per annum and was due and payable in full on November 15, 2016. As of December 31, 2019, the Company had an outstanding principal balance of €13,000 ($14,595) and accrued interest of €4,166 ($4,677). As of March 31, 2020, the Company had an outstanding principal balance of €13,000 ($14,321) and accrued interest of €4,362 ($4,805).

Loan Facility Agreement

On August 4, 2016, the Company’s wholly owned subsidiary SkyPharm entered into a Loan Facility Agreement, guaranteed by Grigorios Siokas, with Synthesis Peer-To Peer-Income Fund (the “Loan Facility” the “Lender”). The Loan Facility initially provided SkyPharm with a credit facility of up to $1,292,769 (€1,225,141). Any advance under the Loan Facility accrues interest at a rate of 10% per annum and requires quarterly interest payments commencing on September 30, 2016. The amounts owed under the Loan Facility shall be repayable upon the earlier of (i) three months following the demand of the Lender; or (ii) August 31, 2018. No prepayment is permitted pursuant to the terms of the Loan Facility. The Synthesis Facility Agreement as amended is secured by a personal guaranty of Grigorios Siokas, which is secured by a pledge of 1,000,000 shares of common stock of the Company owned by Mr. Siokas.

On September 13, 2016, SkyPharm entered into a First Deed of Amendment with the Loan Facility increasing the maximum loan amount to $1,533,020 as a result of the Lender having advanced $240,251 (€227,629) to SkyPharm.

On March 23, 2017, SkyPharm entered into an Amended and Restated Loan Facility Agreement (the “A&R Loan Facility”), with the Loan Facility which increased the loan amount to an aggregate total of $2,664,960 (€2,216,736) as a result of the lender having advanced $174,000 (€164,898) in September 2016, $100,000 (€94,769) in October 2016, $250,000 (€236,922) in November 2016, $452,471 (€428,800) in December 2016, $155,516 (€129,360) in January 2017, $382,327 (€318,023) in July 2017 and $70,000 (€58,227) in December 2017. The A&R Loan Facility amends and restates certain provisions of the Loan Facility Agreement, dated as of August 4, 2016, by and among the same parties. Advances under the A&R Loan Facility continue to accrue interest at a rate of 10% per annum from the applicable date of each drawdown and require quarterly interest payments. The A&R Facility now permits prepayments at any time. The amounts owed under the A&R Loan Facility were repayable upon the earlier of (i) seventy-five days following the demand of the Lender; or (ii) August 31, 2018. The A&R Loan Facility is secured by a personal guaranty of Grigorios Siokas, which is secured by a pledge of 1,000,000 shares of common stock of the Company owned by Mr. Siokas (the “Pledged Shares”). The A&R Loan Facility was also amended to provide additional affirmative and negative covenants of Sky Pharm and the Guarantor during the term of loans remain outstanding, including, but not limited to, the consent of the Lender in connection with (i) the Company or any of its subsidiaries incurring any additional indebtedness; or (ii) in the event of any increase in the Company’s issued and outstanding shares of Common Stock, the Pledged Shares shall be increased to an amount equal to a minimum of ten percent (10%) of the issued and outstanding shares of the Company.

On April 18, 2018, the Company entered into an amendment with the Lender that was effective as of January 1, 2018, pursuant to which the maturity dates for all advances was extended to December 31, 2021. Additionally, the interest rate was amended such that the interest rate for all advances is 4% plus the 3-Month Libor rate. The Loan Facility also forgave €35,060 ($40,000) in fees related to the July 6, 2017 advance. As a result, the Company reduced the unamortized portion of debt discount that related to those fees and recorded a gain on debt settlement of €19,763 ($23,354).

As of December 31, 2019, the outstanding balance under the A&R Loan Facility was $3,078,442 (€2,741,999) and accrued interest expense of $609,607 (€542,983) has been recorded. As of March 31, 2020, the outstanding balance under this note was $3,078,442 (€2,794,519) and accrued interest expense of $651,611 (€591,514) has been recorded.

24

COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

March 31, 2020

Bridge Loans

On March 16, 2017 and March 20, 2017, SkyPharm entered into loan agreements with the Synthesis Peer-To Peer-Income Fund (the “Bridge Loans”). The Bridge Loans provided to SkyPharm loans of €41,590 ($50,000) and €100,000 ($120,220), respectively, during the year ended December 31, 2017. The Bridge Loans accrue interest at a rate of 10% per annum and were repayable on April 16, 2017 and April 20, 2017, respectively, together with all other amounts then accrued and unpaid. On April 16, 2017, the maturity dates were amended for no additional consideration or change in terms and conditions. The maturity dates of both loans were amended, and they matured on May 16, 2017 and May 20, 2017, respectively. Pursuant to the April 18, 2018 agreement and effective January 1, 2018, the Company reached an agreement with Synthesis Peer-To-Peer Income Fund such that the March 20, 2017 loan would have a fixed USD payoff amount of $106,542. As a result of this agreement the Company recorded a gain on settlement of debt of €16,667 ($19,695) related to the reduction of the USD payoff amount and an additional gain on settlement of debt of €3,950 ($4,668) related to interest that had accrued on the original amount of the loan. The Company has accrued interest expense of an aggregate total of €24,608 ($27,627) for both loans and the outstanding balances of these loans was €45,809 ($50,000) and €83,333 ($106,542), respectively, as of December 31, 2019. The Company has accrued interest expense of an aggregate total of €27,187 ($29,950) for both loans and the outstanding balances of these loans was €45,389 ($50,000) and €896,715 ($106,542), respectively, as of March 31, 2020.

On May 5, 2017, SkyPharm entered into a loan agreement with Synthesis Peer-To-Peer Income Fund for €31,388 ($34,745). The loan accrues interest at a rate of 10% per annum and matured on September 30, 2017. The Company has accrued interest expense of €5,437 ($6,104) and the outstanding balance on this loan was €31,388 ($34,745) as of December 31, 2019. The Company has accrued interest expense of €5,972 ($6,579) and the outstanding balance on this loan was €31,541 ($34,745) as of March 31, 2020.

On April 18, 2018, the Company entered into an amendment pursuant to which the maturity dates for all of the above Bridge Loan advances were extended to December 31, 2021 for no additional consideration. Additionally, the interest rate was amended such that, effective January 1, 2018, the interest rate for all advances is 4% plus the 3-Month Libor rate.

Trade Facility Agreements

On April 10, 2017, Decahedron entered into a Trade Finance Facility Agreement (the “Decahedron Facility”) with Synthesis Structured Commodity Trade Finance Limited (the “Lender”). The Decahedron Facility provides the following material terms:

· The Lender will provide Decahedron a facility of up to €2,750,000 ($3,424,850) secured against Decahedron’s receivables from the sale of branded and generic pharmaceutical sales.

· The total facility will be calculated as 95% of the agreed upon value of Decahedron’s receivables.

· The term of the Decahedron Facility will be for 12 months.

· The obligations of Decahedron are guaranteed by the Company pursuant to a Cross Guarantee and Indemnity Agreement.

· The Lender has the right to make payments directly to Decahedron’s suppliers.

· The following fees should be paid in connection with the Decahedron Facility:

o 2% of the maximum principal amount as an origination fee.

o A one percent (1%) monthly fee.

The current draw on the Decahedron Facility is $0.

25

COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

March 31, 2020

On May 12, 2017, SkyPharm entered into a Trade Finance Facility Agreement (the “SkyPharm Facility”) with Synthesis Structured Commodity Trade Finance Limited (the “Lender”). The SkyPharm Facility provides the following material terms:

· The Lender will provide SkyPharm a facility of up to €2,000,000 ($2,203,200) secured against SkyPharm’s receivables from the sale of branded and generic pharmaceutical sales. In the event that accounts receivable become uncollectible, the Company will be obligated to pay back the notes in full.

· The total facility will be calculated as 95% of the agreed upon value of Decahedron’s receivables.

· The term of the SkyPharm Facility will be for 12 months.

· The obligations of SkyPharm are guaranteed by the Company pursuant to a Cross Guarantee and Indemnity Agreement.

· The Lender has the right to make payments directly to SkyPharm’s suppliers.

· The following fees should be paid in connection with the SkyPharm Facility:

o 2% of the maximum principal amount as an origination fee.

o A one percent (1%) monthly fee.

The Company obtained consents from Synthesis Peer-to-Peer Income Fund in connection with obtaining the Lender.

On November 16, 2017, SkyPharm signed an amended agreement with Synthesis Structured Commodity Trade Finance Limited that increased the maximum aggregate facility limit from €2,000,000 ($2,291,200) to €6,000,000 ($6,736,200). All other terms of the original agreement remain the same. The Company also obtained consents from Synthesis Peer-to-Peer Income Fund in connection with obtaining the November 2017 convertible debt financing.

On May 12, 2018, the Company borrowed an additional €270,000 ($247,117) in funds.

On May 16, 2018, SkyPharm S.A., as Commodity Buyer, entered into a Supplemental Deed of Amendment (the “Deed”) relating to a Trade Finance Facility dated May 12, 2017, as amended, with Synthesis Structured Commodity Trade Finance Limited (“Synthesis”), as Loan Receivables Originator. Under the Trade Finance Facility (the “TFF”) first entered into on May 12, 2017, as amended, there was a principal balance of €5,866,910 ($5,369,678) outstanding as of March 31, 2018. SkyPharm made a payment of €1,000,000 ($1,123,600) of interest and principal on May 31, 2018 under the terms and conditions of the Deed. Additionally, the maturity date for the facility has been amended such that, the full principal amount is to be repaid no later than May 31, 2021, subject to a repayment schedule to be agreed upon by SkyPharm and Synthesis Structure Commodity Trade Finance Limited. Synthesis Structure Commodity Trade Finance Limited may extend this final repayment date at its sole discretion.

26

COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

March 31, 2020

The TFF was amended to provide, among other things:

· A listing of approved purchasers;

· To permit SkyPharm to request Synthesis to make payments under the TFF directly to SkyPharm so that SkyPharm can discharge its obligations to a commodity seller directly;

· To prohibit SkyPharm from entering into a commodity contract which grants more than seventy-five (75) days delay between the payment for products and receipt of the purchase price and placed other limitations on terms of commodity contracts;

· If Grigorios Siokas, CEO of Cosmos Holdings Inc. (“Cosmos”), ceases to own or control at least fifty-one (51%) percent of the shares of Cosmos, or SkyPharm ceases to be a wholly-owned subsidiary of Cosmos, either event shall constitute an Event of Default (as defined);

· The maximum aggregate amount of the TFF is €15,000,000, although there is no commitment for any future loans under the TFF;

· The interest rate on the TFF for: (i) all lending in U.S. dollars is the one-month LIBOR plus six (6%) percent margin; and (ii) for all lending in Euro, the one-month Euribor Rate plus six (6%) percent per annum, commencing June 1, 2018.

· Synthesis is permitted to terminate the TFF at any time and demand repayment of all outstanding principal and interest in full within six (6) months from the date of notification.

The Deed is conditioned upon, among other things, execution and perfection of a Bulgarian Amended Pledge (“BAP”) having priority over the Bulgarian Pledge Accounts with Unicredit Bulbank AD; and the Approved Purchasers are to make all payments to SkyPharm directly to the BAP.

On May 16, 2018, SkyPharm and Synthesis also entered into an Account Merge Agreement (the “Pledge”) as a requirement under the above-described Deed. Under the Pledge, Synthesis is to receive a first ranking securities interest in SkyPharm’s outstanding receivables under the Bulgarian bank account.

On October 17, 2018, the Company entered into a further amended agreement with Synthesis whereby the current balance on the TFF as of October 1, 2018, which was €4,866,910 ($5,629,555) and related accrued interest of €453,094 ($524,094) would be split into two principal balances of Euro €2,000,000 and USD $4,000,000. Interest on the new balances commenced on October 1, 2018 at 6% per annum plus one-month Euribor, when it is positive, on the Euro balance and 6% per annum plus one-month Libor on the USD balance. The Company will repay the principal amounts of each balance beginning no later than August 31, 2018 in quarterly installments of €125,000 and US $150,000. The loan matures on August 31, 2021. The Company evaluated the amended agreement under ASC 470-50 and concluded that it did not meet the 10% cash flow test and recorded debt modification expense of $138,110.

As of December 31, 2019, the Company had a principal balance of €2,000,000 ($2,245,400) and $4,000,000 under the TFF and the Company had accrued $10,000 and $12,661, respectively in interest expense related to this agreement. As of March 31, 2020, the Company had principal balances of €2,000,000 ($2,203,200) and $4,000,000 under the TFF and the Company had accrued $9,918 and $33,562 respectively, in interest expense related to this agreement.

Distribution and Equity Agreement

As discussed in Note 4 above, the Company entered into a Distribution and Equity Acquisition Agreement with Marathon. The Company was appointed the exclusive distributor of the Products (as defined) initially throughout Europe and on a non-exclusive basis wherever else lawfully permitted. As consideration for its services, Company received: (a) a 33 1/3% equity interest or 5 million shares in Marathon as partial consideration for the Company’s distribution services; and (b) received cash of CAD $2,000,000, subject to repayment in Common Shares of the Company if it fails to meet certain performance milestones. The Company is entitled to receive an additional CAD $2,750,000 upon the Company’s receipt of gross sales of CAD $6,500,000 and an additional CAD $2,750,000 upon receipt of gross sales of CAD $13,000,000.

27

COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

March 31, 2020

As discussed in Note 4, the Company attributed no value to the shares received in Marathon pursuant to (a) above. In relation to the CAD $2 million cash received noted in (b) above, the Company accounted for its obligation to issue a variable number of the Company’s Common Shares as Share-settled debt obligation in accordance with ASC 480 measured at fair value or the settlement amount of $1,554,590 (CAD $2 million). If settlement were to occur on December 31, 2019, the Company would be required to issue 796,155 common shares to settle its debt obligation. The Company could be obligated to potentially issue an unlimited number of common shares to settle its Share-settled debt obligation. If such events were to occur, the Company would be required to increase its authorized share capital and since increasing the authorized share capital is within the control of the Company, as our CEO controls greater than 50% of the outstanding common stock of the Company, the original classification of equity-classified financial instruments issued by the Company were not affected.

Senior Promissory Notes executed on April 1 and 3, 2019

On April 1 and 3, 2019, the Company executed Senior Promissory Notes (the “Notes”) each in the principal amount of $250,000 payable to an unaffiliated third-party lender. The Notes bear interest at the rate of fifteen (15%) percent per annum, paid quarterly in arrears. The Notes matured on April 1 and 3, 2020 unless prepaid or in default. The Company is currently in discussions with the lender to extend the maturity date and is not in default. The Company may prepay the Notes within the first six (6) months by payment of unpaid interest for the first six (6) months interest and after six (6) months, with a (2%) percent ($5,000) premium on each note.

The Notes are subject to acceleration in an Event of Default (as defined in the Notes). Grigorios Siokas, the Company’s CEO, personally guaranteed repayment of the Notes. The guaranty is unconditional and irrevocable and constitutes a guaranty of performance and of payment when due, and not just of collection. As of December 31, 2019, the Company had a principal balance $250,000 and $250,000 on these notes and the Company had accrued $9,452 and $28,098, respectively, in interest expense. As of March 31, 2020, the Company had a principal balance $250,000 and $250,000 on these notes and the Company had accrued $18,801 and $37,447 respectively, in interest expense.

Senior Promissory Note executed on April 9, 2019

On April 9, 2019, the Company executed a Senior Promissory Note (the “Note”) in the principal amount of $250,000 payable to an unaffiliated third-party lender who had previously loaned the Company $500,000. The Note bears interest at the rate of fifteen (15%) percent per annum, paid quarterly in arrears. The Note matured on April 9, 2020, unless prepaid or in default. The Company is currently in discussions with the lender to extend the maturity date and is not in default. The Company may prepay the Note within the first six (6) months by payment of unpaid interest for the first six (6) months and after six (6) months, with a two (2%) percent ($5,000) premium.

The Note is subject to acceleration in an Event of Default (as defined in the Note). Grigorios Siokas, the Company’s CEO, personally guaranteed repayment of the Note. The guaranty is unconditional and irrevocable and constitutes a guaranty of performance and of payment when due, and not just of collection. As of December 31, 2019, the Company had a principal balance $250,000 on this Note and the Company had accrued $27,431 in interest expense. As of March 31, 2020, the Company had a principal balance $250,000 on this Note and the Company had accrued $36,780 in interest expense.

July 24, 2019 Senior Promissory Note

On July 24, 2019, the Company executed a Senior Promissory Note (the “July Note”) in the principal amount of $750,000 payable to an unaffiliated third-party lender who had previously loaned the Company $750,000. The funds represented by the July Note were advanced between July 19 and 24, 2019. The July Note bears interest at the rate of fifteen (15%) percent per annum, paid quarterly in arrears. The July Note matures on July 24, 2020, unless prepaid or in default. The Company may prepay the July Note within the first six (6) months by payment of unpaid interest for the first six (6) months and, after six (6) months, with a two (2%) percent ($15,000) premium.

The July Note is subject to acceleration in an Event of Default. Grigorios Siokas, the Company’s CEO, personally guaranteed repayment of the July Note. The guaranty is unconditional and irrevocable and constitutes a guaranty of performance and of payment when due, and not just of collection. As of December 31, 2019, the Company had a principal balance $750,000 on this note and the Company had accrued $49,625 in interest expense. As of March 31, 2020, the Company had a principal balance $750,000 on this note and the Company had accrued $77,673 in interest expense.

28

COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

March 31, 2020

August 1, 2019 Senior Promissory Note

On August 1, 2019, the Company executed a Senior Promissory Note (the “August Note”) in the principal amount of $500,000 payable to an unaffiliated third-party lender who had previously loaned the Company $1,500,000. The August Note bears interest at the rate of fifteen (15%) percent per annum, paid quarterly in arrears. The August Note matures on August 1, 2020, unless prepaid or in default. The Company may prepay the August Note within the first six (6) months by payment of unpaid interest for the first six (6) months and, after six (6) months, with a two (2%) percent ($10,000) premium.

The August Note is subject to acceleration in an Event of Default. Grigorios Siokas, the Company’s CEO, personally guaranteed repayment of the August Note. The guaranty is unconditional and irrevocable and constitutes a guaranty of performance and of payment when due, and not just of collection. As of December 31, 2019, the Company had a principal balance $500,000 on this note and the Company had accrued $31,438 in interest expense. As of March 31, 2020, the Company had a principal balance $500,000 on this note and the Company had accrued $50,137 in interest expense.

October 23, 2019 Senior Promissory Note

On October 23, 2019, the Company executed a Senior Promissory Note (the “October Note”) in the principal amount of $250,000 payable to an unaffiliated third-party lender who had previously loaned the Company $2,000,000. The October Note bears interest at the rate of fifteen (15%) percent per annum, paid quarterly in arrears. The October Note matures on October 23, 2020, unless prepaid or in default. The Company may prepay the October Note within the first six (6) months by payment of unpaid interest for the first six (6) months and, after six (6) months, with a two (2%) percent ($5,000) premium.

The October Note is subject to acceleration in an Event of Default. Grigorios Siokas, the Company’s CEO, personally guaranteed repayment of the October Note. The guaranty is unconditional and irrevocable and constitutes a guaranty of performance and of payment when due, and not just of collection. As of December 31, 2019, the Company had a principal balance $250,000 on this note and the Company had accrued $7,705 in interest expense. As of March 31, 2020, the Company had a principal balance $250,000 on this note and the Company had accrued $17,054 in interest expense.

December 6, 2019 Senior Promissory Note

On December 6, 2019, the Company executed a Senior Promissory Note (the “December Note”) in the principal amount of $250,000 payable to an unaffiliated third-party lender who had previously loaned the Company $2,250,000. The December Note bears interest at the rate of fifteen (5%) percent per annum, paid quarterly in arrears. The December Note matured on March 31, 2020, unless prepaid or in default. The Company is currently in discussions with the lender to extend the maturity date and is not in default. The Company may prepay the December Note after six (6) months, with a two (2%) percent ($5,000) premium.

The December Note is subject to acceleration in an Event of Default. Grigorios Siokas, the Company’s CEO, personally guaranteed repayment of the December Note. The guaranty is unconditional and irrevocable and constitutes a guaranty of performance and of payment when due, and not just of collection. As of December 31, 2019, the Company had a principal balance $250,000 on this note and the Company had accrued $890 in interest expense. As of March 31, 2020, the Company had a principal balance $250,000 on this note and the Company had accrued $4,007 in interest expense.

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COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

March 31, 2020

January 27, 2020 Senior Promissory Note

On January 27, 2020, the Company executed a Senior Promissory Note (the “January Note”) in the principal amount of $250,000 payable to an unaffiliated third-party lender who had previously loaned the Company $2,500,000. The January Note bears interest at the rate of five (5%) percent per annum, paid quarterly in arrears. The January Note matures on May 15, 2020 unless in default. The Company may prepay the January Note within the first six (6) months by payment of unpaid interest for the first six (6) months and, after six (6) months, with a two (2%) percent ($5,000) premium.

The January Note is subject to acceleration in an Event of Default (as defined). Grigorios Siokas, the Company’s CEO, personally guaranteed repayment of the January Note. The guaranty is unconditional and irrevocable and constitutes a guaranty of performance and of payment when due, and not just of collection. As of March 31, 2020, the Company had a principal balance of $250,000 on this note and the Company had accrued $2,226 in interest expense.

February 25, 2020 Senior Promissory Note

On February 25, 2020, the Company executed a Senior Promissory Note (the “February Note”) in the principal amount of $1,000,000 payable to an unaffiliated third-party lender. The February Note bears interest at the rate of eighteen (18%) percent per annum, paid quarterly in arrears. The February Note matures on April 30, 2020 unless in default.

The February Note is subject to acceleration in an Event of Default (as defined). Grigorios Siokas, the Company’s CEO, personally guaranteed repayment of the February Note. The guaranty is unconditional and irrevocable and constitutes a guaranty of performance and of payment when due, and not just of collection. As of March 31, 2020, the Company had a principal balance of $1,000,000 on this note and the Company had accrued $17,754 in interest expense.

February and March 2020 Notes

On  February 27, 2020 and March 23,2020, the Company executed two Senior Promissory Notes (the “Quarter-1 Notes”) in the principal amounts of $25,000 and $35,000, respectively, payable to an unaffiliated third-party lender who had previously loaned the Company $2,750,000. The Quarter-1 Notes bear interest at the rate of five (5%) percent per annum, paid quarterly in arrear and mature on December 31, 2020 unless in default. The Company may prepay the Quarter-1 Notes within the first six (6) months by payment of unpaid interest for the first six (6) months and, after six (6) months, with a two (2%) percent ($500 and $700, respectively) premium.

The Quarter-1 Notes are subject to acceleration in an Event of Default (as defined). Grigorios Siokas, the Company’s CEO, personally guaranteed repayment of the Quarter-1 Notes. The guaranty is unconditional and irrevocable and constitutes a guaranty of performance and of payment when due, and not just of collection. As of March 31, 2020, the Company had a principal balance of $25,000 and $35,000, respectively, on these notes and the Company had accrued an aggregate of $159 in interest expense.

None of the above loans were made by any related parties.

 NOTE 12 – LEASES

The Company has various lease agreements with terms up to 10 years, comprising leases of office space. Some leases include options to purchase, terminate or extend for one or more years. These options are included in the lease term when it is reasonably certain that the option will be exercised.

The assets and liabilities from operating and finance leases are recognized at the commencement date based on the present value of remaining lease payments over the lease term using the Company’s secured incremental borrowing rates or implicit rates, when readily determinable. Short-term leases, which have an initial term of 12 months or less, are not recorded on the balance sheet.

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COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

March 31, 2020

The Company’s operating leases do not provide an implicit rate that can readily be determined. Therefore, we use a discount rate based on our incremental borrowing rate, which is determined using the interest rate of our long-term debt as of January 1, 2019.

The Company’s weighted-average remaining lease term relating to its operating leases is 6.82 years, with a weighted-average discount rate of 6.74%.

The Company incurred lease expense for its operating leases of $53,576 and $52,508 which was included in “General and administrative expenses,” for the three months ended March 31, 2020 and 2019, respectively.

The Company had operating cash flows used in operating leases of $53,600 for the three months ended March 31, 2020.

The following table presents information about the amount, timing and uncertainty of cash flows arising from the Company’s operating leases as of March 31, 2020.

Maturity of Lease Liability
Remainder of 2020	$	114,222
2021		80,728
2022		52,877
2023		52,877
2024		52,877
Thereafter		198,288
Total undiscounted finance lease payments	$	551,869
Less: Imputed interest		111,722
Present value of finance lease liabilities	$	440,146

The Company’s weighted-average remaining lease term relating to its finance leases is 2.69 years, with a weighted-average discount rate of 6.71%.

The following table presents information about the amount, timing and uncertainty of cash flows arising from the Company’s finance leases as of March 31, 2020.

Maturity of Lease Liability
Remainder of 2020	$	44,001
2021		45,391
2022		27,831
2023		16,268
2024		4,047
Thereafter		-
Total undiscounted finance lease payments	$	137,539
Less: Imputed interest		12,828
Present value of finance lease liabilities	$	124,710

The Company had operating cash flows used in finances leases of $2,301 for the three months ended March 31, 2020. The Company had financing cash flows used in finances leases of $19,886 for the three months ended March 31, 2020.

The Company incurred interest expense on its finance leases of $2,301 which was included in “Interest expense,” for the three months ended March 31, 2020. The Company incurred amortization expense on its finance leases of $38,248 which was included in “Depreciation and amortization expense,” for the three months ended March 31, 2020.

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COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

March 31, 2020

NOTE 13 – COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time, the Company may be involved in litigation relating to claims arising out of the Company’s operations in the normal course of business. As of March 31, 2020, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s operations.

Intellectual Property Sale Agreement

On October 1, 2016, the Company entered into an Intellectual Property Sale Agreement with Anastasios Tsekas and Olga Parthenea Georgatsou (the “IPSA”) for the purchase of certain intellectual property rights relating to proprietary pharmaceutical formulas and any related technical information arising or related thereto (the “Intellectual Property”). The IPSA provides that the sellers shall be entitled to an aggregate of 200,000 shares of common stock of the Company, none of which have been issued to date, and issuable as follows in equal parts to each seller:

· 50,000 shares upon the successful conclusion of Preclinical Trials.

· 50,000 shares upon the conclusion of Phase I testing.

· 50,000 shares upon the conclusion of Phase II testing.

· 50,000 shares upon the conclusion of Phase III testing.

The Company has agreed to pay Anastasios Tsekas €1,500 per month until the first issuance of the shares referenced above. The Company has also agreed that in the event the Company disposes of the Intellectual Property prior to the periods referenced above, the sellers shall be entitled to the issuance of all the shares referenced above. The Company has not received yet the formula from Tseka as of today and therefore the Company was not able to proceed with any of the above cases or any preclinical trials phases.

Placement Agreement

On August 8, 2017, the Company entered into an agreement with a third-party placement agent (the “Agent”) who will serve as the Company’s exclusive placement agent or sole book running manager with respect to any offerings of equity or equity-linked securities as well as any debt offering with the two organizations named in the agreement (the “Offering”) for a period of 120 days. In the event that an Offering is agreed upon by the Agent and the Company, the Company shall provide payment as follows: (1) a cash commission of 6% of the total gross proceeds for two named investors (2) a cash commission of 4% of total gross proceeds from five named investors and (3) excluding the five named investors in “(2)” a cash commission equal to 8% of the total gross proceeds from the Offering and the issuance to the Agent or its designees of warrants covering 8% of the shares of common stock issued or issuable by the Company in the Offering. Additionally, the Agent will receive a cash fee of 8% payable within 5 business days, but only in the event of, the receipt by the Company of any cash proceeds from the exercise of any warrants with an expiration equal to or less than 24 months sold in the Offering. In connection with the Company’s November 16, 2017 Note offering, the Agent received a cash commission of $240,000, equal to eight (8%) percent of the total gross proceeds of the offering and the issuance of five-year warrants to purchase eight (8%) percent of the shares of common stock issued or issuable in the offering (excluding shares of common stock issuable upon exercise of any warrants issued to investors, or 53,600 shares); however, will receive eight (8%) percent of any cash proceeds received from the exercise of any warrants sold in the offering with an expiration equal to or less than twenty-four (24) months. The warrants are exercisable six (6) months after the date of issuance, or as of May 16, 2018.

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COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

March 31, 2020

In connection with the Company’s September 4, 2018 Note offering, the Agent received a cash commission for this transaction of $140,000, equal to seven (7%) percent of the total gross proceeds of the offering and the issuance of five-year warrants to purchase seven (7%) percent of the shares of common stock issued or issuable in this offering (excluding shares of common stock issuable upon exercise of any warrants issued to investors, or 26,056 shares); however, will receive seven (7%) percent of any cash proceeds received from the exercise of any warrants sold in the offering with an expiration equal to or less than twenty-four (24) months. The warrants are exercisable six (6) months after the date of issuance, or March 4, 2019.

Advisory Agreement

On April 18, 2018, SkyPharm S.A. entered into a ten-year Advisory Agreement with Synthesis Management Limited (the “Advisor”). The Advisor was retained to assist SkyPharm to secure corporate finance capital. The Advisor shall be paid €104,000 per year during the ten-year term.

NOTE 14 – STOCK OPTIONS AND WARRANTS

As of March 31, 2020, there were 74,000 options outstanding and 74,000 options exercisable with expiration dates commencing October 2020 and continuing through January 2022.

A summary of the Company’s option activity during the three months ended March 31, 2020 is presented below:

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	Number of		Exercise		Contractual		Intrinsic
Options	Shares		Price		Term		Value
Balance Outstanding, December 31, 2019		74,000	$	1.32		2.47	$	198,000
Granted		-		-		-		-
Forfeited		-		-		-		-
Exercised		-		-		-		-
Expired		-		-		-		-
Balance Outstanding, March 31, 2020		74,000	$	1.32		1.32	$	24,750
Exercisable, March 31, 2020		74,000	$	1.32		1.32	$	24,750

As of March 31, 2020, there were 1,164,673 warrants outstanding and 1,164,673 warrants exercisable with expiration dates from May 2023 through March 2024.

A summary of the Company’s warrant activity during the three months ended March 31, 2020 is presented below:

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	Number of		Exercise		Contractual		Intrinsic
Warrants	Shares		Price		Term		Value
Balance Outstanding, December 31, 2019		1,164,673	$	6.41		5.01	$	-
Granted		-		-		-		-
Forfeited		-		-		-		-
Exercised		-		-		-		-
Expired		-		-		-		-
Balance Outstanding, March 31, 2020		1,164,673	$	6.41		3.76	$	-
Exercisable, March 31, 2020		1,164,673	$	6.41		3.76	$	-

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COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

March 31, 2020

NOTE 15 – DISAGGREGATION OF REVENUE

ASC 606-10-50-5 requires that entities disclose disaggregated revenue information in categories (such as type of good or service, geography, market, type of contract, etc.). ASC 606-10-55-89 explains that the extent to which an entity’s revenue is disaggregated depends on the facts and circumstances that pertain to the entity’s contracts with customers and that some entities may need to use more than one type of category to meet the objective for disaggregating revenue.

The Company disaggregates revenue by country to depict the nature and economic characteristics affecting revenue. The following table presents our revenue disaggregated by country for the three months ended:

Country	March 31, 2020		March 31, 2019
Belgium	$	-	$	-
Croatia		-		5,395
Denmark		-		57,657
France		1,091		42,061
Georgia		-		-
Germany		667,302		2,076,814
Greece		10,689,681		5,456,573
Hungary		36,140		49,912
Indonesia		-		-
Iraq		-		-
Ireland		35,113		132,417
Italy		6,041		73,437
Jordan		9,417		20,432
Netherlands		41,983		337,683
Poland		33,455		138,270
Turkey		28,398		24,695
UK		384,627		1,267,995
Total	$	11,933,248	$	9,683,341

NOTE 16 – SUBSEQUENT EVENTS

April 23, 2020 Senior Promissory Note

On April 23, 2020, the Company executed a Senior Promissory Note (the “April Note”) in the principal amount of $200,000 payable to an unaffiliated third-party lender who had previously loaned the Company $2,810,000. The April Note bears interest at the rate of five (5%) percent per annum, paid quarterly in arrears. The April Note matures on December 31, 2020 unless in default. The Company may prepay the April Note within the first six (6) months by payment of unpaid interest for the first six (6) months and, after six (6) months, with a two (2%) percent ($4,000) premium.

The April Note is subject to acceleration in an Event of Default (as defined). Grigorios Siokas, the Company’s CEO, personally guaranteed repayment of the April Note. The guaranty is unconditional and irrevocable and constitutes a guaranty of performance and of payment when due, and not just of collection.

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COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

March 31, 2020

May 5, 2020 Senior Promissory Note 

On May 5, 2020, the Company executed a Senior Promissory Note (the “May 5 Note”) in the principal amount of $2,000,000 payable to an unaffiliated third-party lender. The May 5 Note bears interest at the rate of eighteen (18%) percent per annum, paid quarterly in arrears. The May 5 Note matures on December 31, 2020 unless in default.

The May 5 Note is subject to acceleration in an Event of Default (as defined). Grigorios Siokas, the Company’s CEO, personally guaranteed repayment of the May 5 Note. The guaranty is unconditional and irrevocable and constitutes a guaranty of performance and of payment when due, and not just of collection.

May 8, 2020 Senior Promissory Note 

On May 8, 2020, the Company executed a Senior Promissory Note (the “May 8 Note”) in the principal amount of $2,000,000 payable to an unaffiliated third-party lender. The May 8 Note bears interest at the rate of eighteen (18%) percent per annum, paid quarterly in arrears. The May 8 Note matures on June 8, 2020 unless in default.

The May 8 Note is subject to acceleration in an Event of Default (as defined). Grigorios Siokas, the Company’s CEO, personally guaranteed repayment of the May 8 Note. The guaranty is unconditional and irrevocable and constitutes a guaranty of performance and of payment when due, and not just of collection.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.

We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.

Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Overview

On September 27, 2013, the Company closed a reverse take-over transaction pursuant to which it acquired a private company whose principal activities are the trading of products, providing representation, and provision of consulting services to various industries. Pursuant to a Share Exchange Agreement between the Company and Amplerissimo Ltd. (“Amplerissimo”), a company incorporated in Cyprus, we acquired 100% of Amplerissimo’s issued and outstanding common stock. On November 14, 2013, we changed our name to Cosmos Holdings Inc. and changed our focus and business strategy to the healthcare and pharmaceutical industry.

The Company, through its subsidiaries, is operating within the pharmaceutical industry and in order to compete successfully the healthcare industry, must demonstrate that its products offer medical benefits as well as cost advantages. Currently, most of the products that the Company is trading, compete with other products already on the market in the same therapeutic category, and are subject to potential competition from new products that competitors may introduce in the future.

The pharmaceutical industry is highly competitive and subject to comprehensive government regulations. Many factors may significantly affect the Company’s sales of its products, including, but not limited to, efficacy, safety, price and cost-effectiveness, marketing effectiveness, product labeling, quality control and quality assurance as well as our research and development of new products.

We are currently focusing our existing operations on expanding the business of our subsidiaries. Our operating model and the execution of our corporate strategy are designed to enable the Company to achieve sustainable growth and create shareholder value.

On July 22, 2015 the Hellenic Ministry of Health and more specifically the National Organization for Medicines granted the license for the wholesale of pharmaceutical products for human use to SkyPharm. The license is valid for a period of five years and pursuant to the EU directive of (2013/C 343/01) the Company is subject to fulfill the Guidelines of the Good Distribution Practices of medical products for human use. The Company has already incorporated the methodologies, procedures, processes and resources in order to be in accordance with the guidelines of the Good Distribution Practices. In 2016, the Company leased and equipped additional office space for our subsidiary SkyPharm in Thessaloniki, Greece in order to facilitate its growing business activity. The warehouse was already equipped with the proper shelves, working tables, medicine, cold fridge and barcode machines in compliance with all regulations.

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On May 20, 2016, the Company entered into a Non-Binding Memorandum of Understanding with Doc.Pharma S.A. to purchase the company for a combination of cash and stock to be agreed upon. Doc Pharma S.A is considered a related party to the Company due to the fact that the CEO of Doc Pharma is the wife of Grigorios Siokas, the Company’s CEO and principal shareholder, who also served as a principal of Doc Pharma SA in the past. Doc Pharma is a pharmaceutical manufacturer with production facilities in Athens, Greece, certified under Good Manufacturer Practices (GMP). The company owns numerous licenses of generic medicines and uses its own network of pharmaceutical sales representatives to communicate its products with doctors. The company also trades prototype medicines and food supplements. Closing of the transaction is subject to execution of definitive exchange agreements, a full audit of Doc Pharma, satisfactory completion of due diligence of Doc Pharma, tax and legal consideration and other customary closing conditions. The Memorandum of Understanding expired on December 31, 2016, and has not been formally renewed or extended, however is being pursued.

On November 17, 2016, Cosmos Holdings Inc. entered into a Stock Purchase Agreement (the “Decahedron SPA”) with Decahedron Ltd. (“Decahedron”) and the shareholders of Decahedron. The Company consummated this transaction on February 10, 2017. The terms of the Decahedron SPA provided that the Company would acquire all of the issued and outstanding shares of Decahedron. In exchange for the shares of Decahedron, the Company will issue to the Decahedron shareholders an aggregate amount of 170,000 shares of the Company’s common stock.

On August 25, 2017, we received shareholder and board approval for a reverse stock split of our common stock on the basis of issuing one (1) share of common stock in exchange for each ten (10) shares of common stock issued and outstanding. On November 21, 2017, the reverse stock split was made affective by FINRA. On November 21, 2017, the Company effected a one-for-ten (1:10) reverse stock split whereby the Company decreased, by a ratio of one-for-ten (1:10) the number of issued and outstanding shares of Common Stock. Proportional adjustments for the reverse stock split were made to the Company’s outstanding stock options, and warrants including all share and per-share data, for all amounts and periods presented in the consolidated financial statements. All share and per share data in this report gave retroactive effect to the reverse stock split unless otherwise noted.

As of October 3, 2017, the Company, entered into a Research & Development agreement with Doc Pharma. The agreement outlines the development and contract manufacturing of Cosmos Holdings’ complete line of nutraceutical products. Under the agreement, Doc Pharma S.A. will provide its services to research, develop formulation, complete product registration, design product packaging, and provide market-ready products. Sales of food supplements by the Company commenced in the third quarter of 2018. Sales of the Company’s own line of nutraceuticals, SkyPremium Life, commenced in the fourth quarter of 2018.

On November 15, 2017, the Company entered into a Securities Purchase Agreement (the “SPA”) with certain institutional investors (the “Buyers”) with which it had no prior relationship, pursuant to which the Company issued for a purchase price of $3,000,000, $3,350,000 in aggregate principal amount of Senior Convertible Notes (the “Notes”) to the Buyers, convertible into 670,000 shares of the Company’s common stock, par value $.001 per share (the “Common Stock”) at $5.00 per share and warrants to purchase an aggregate of 536,000 shares of Common Stock exercisable (the “Warrants”) at $7.50 per share.

On September 4, 2018, the Company entered into a Securities Purchase Agreement (the “SPA”) and completed the financing with two institutional investors who had previously purchased $3,350,000 principal amount of senior convertible notes in November 2017 (the “November Notes”) as amended in February 2018 and September 2018. The Company issued, for a $2,000,000 purchase price, $2,233,333 in aggregate principal amount of Senior Convertible Notes (the “Notes”) convertible into 372,223 shares of Common Stock at $6.00 per share and five-year Warrants to purchase an aggregate of 357,334 shares of common stock exercisable at $7.50 per share. The Company received net proceeds of $1,845,000 after deduction of offering costs.

37

On September 30, 2018, the Company entered into a Share Purchase Agreement (“SPA”) with Abbydale Management Limited, an unaffiliated third party incorporated in Belize. The Company sold one hundred (100%) percent of the issued share capital of its subsidiary, Amplerissimo Ltd., a limited liability company organized under the laws of Cypress, to the purchaser for a purchase price of €5,000. Amplerissimo had previously transferred one hundred (100%) percent of the capital stock of Sky Pharm SA to the Company. The information technology business of Amplerissimo is not a priority of the Company and the Company decided to not pursue such business.

On December 19, 2018, the Company completed the purchase of all of the capital stock of Cosmofarm Ltd., a pharmaceutical wholesaler based in Athens, Greece. The principal of the selling shareholder is Panagiotis Kozaris, who remained with Cosmofarm as a director and chief operating officer once it became a wholly-owned subsidiary of the Company. Grigorios Siokas, the Company’s CEO, became the new CEO of Cosmofarm. Mr. Kozaris had no prior relationship to the Company other than as an independent shareholder. The purchase price payable is €200,000 evidenced by a promissory note. Closing of the acquisition was subject to satisfactory completion of due diligence, delivery of audited and interim financial statements of Cosmofarm subject to being audited by PCAOB auditors, no material adverse change in the business or financial condition of Cosmofarm, all necessary consents and approvals to complete the acquisition have been obtained and other customary closing conditions.

The Effects of COVID-19 on Our 2020 Operations

The World Health Organization (WHO) declared the coronavirus outbreak a pandemic on January 30, 2020. Since the outbreak in China in December 2019, COVID-19 has expanded its impact to Europe, where all of our operations reside as well as our employees, suppliers and customers.  To date, our operations have been affected by the following adverse risks:

Adverse Risks

· Drug shortages due to ban of exports

· Problems/restrictions in supply chain

· Logistics delays (5-7 days)

· Restrictions on employees’ ability to work (10% of employees are working from home)

· Liquidity issues (AR/AP) – payment delays and new government regulations for freezing payment terms

· National or EU long lasting recession

Management’s Expectations

Management believes that there could be a positive long-term outcome, which could result in an increase in sales of OTC branded products, food supplements, antibacterial products and medical masks. However, there is no guarantee of such results. Therefore, we will increase R&D as we are aiming to innovate and create new products in order to help combat against COVID-19. We have adapted our strategy in response to COVID-19 and will continue to do so, since we are expecting the impact of COVID-19 to continue for the next 18-24 months.

What Effect Will COVID-19 Have on the Company’s Disclosure Controls

Management does not believe COVID-19 will have a significant effect on our disclosure controls as there have been no changes to date. Our operations have continued at a normal pace, at least 90% of our staff continue to work on site and those staff who are working remotely have no impact on our disclosure controls.

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Results of Operations

Three Months Ended March 31, 2020 versus March 31, 2019

For the three months ended March 31, 2020, the Company had a net loss of $483,310 on revenue of $11,933,248 versus net loss of $217,173 on revenue of $9,683,341 for the three months ended March 31, 2019.

Cost of Revenue

For the three months ended March 31, 2020, we had direct costs of revenue of $10,740,077 associated with cost of goods sold versus $9,057,179 for the three months ended March 31, 2019.

Revenue as of March 31, 2020, was increased by 23.23% in comparison to revenues in the period ended March 31, 2019. This increase is mainly because of the organic growth attributed to our subsidiary, Cosmofarm, which continued the expansion of point sales even more aggressively during the current year. In addition, there was an increased demand during this quarter for our food supplements and our own brand of nutraceuticals; SkyPremium Life, which result in higher margins.

Our future revenue growth will continue to be affected by various factors such as industry growth trends, including drug utilization, the introduction of new innovative brand therapies, the likely increase in the number of generic drugs that will be available over the next few years as a result of the expiration of certain drug patents held by brand-name pharmaceutical manufacturers and the rate of conversion from brand products to those generic drugs, price increases and price deflation, general economic conditions in the member states of European Union, competition within the industry, customer consolidation, changes in pharmaceutical manufacturer pricing and distribution policies and practices, increased downward pressure on government and other third party reimbursement rates to our customers, and changes in government rules and regulations.

Gross Profit

Gross profit for the three months ended March 31, 2020 was $1,193,171 (10%) compared with the $626,162 (6.5%) for the three months ended March 31, 2019.

Operating Expenses

For the three months ended March 31, 2020, we had general and administrative costs of $867,599 and depreciation and amortization expense of $100,008 for a net operating gain of $225,564. For the three months ended March 31, 2019, we had general and administrative costs of $743,531 and depreciation and amortization expense of $56,373 for a net operating loss of $173,742.

Other Income (Expense)

During the three months ended March 31, 2020, other income (expense) was primarily comprised of $412,055 interest expense related to notes payable and convertible notes payable, $29,509 non-cash interest expense related to the amortization of debt discount, a loss on equity investments of $22,172 predominantly related to the Marathon/ICC (f/k/a KBB) transaction, and a foreign currency loss of $227,134. During the three months ended March 31, 2019, other income (expense) was primarily comprised of $259,712 interest expense related to notes payable, $229,713 of non-cash interest expense related to the amortization of debt discount, $606,125 related to the Marathon/ICC (f/k/a KBB) transaction and a foreign currency loss of $160,640.

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Unrealized Foreign Currency losses

Additionally, we had an unrealized foreign currency loss of $143,762 for the three months ended March 31, 2020, such that our net comprehensive loss for the period was $627,072 versus the unrealized foreign currency gain of $61,629 for the three months ended March 31, 2019, such that our net comprehensive loss for the period was $155,544.

Liquidity and Capital Resources

At March 31, 2020, the Company had a working capital deficit of $7,673,520 and a working capital deficit of $7,062,520 as of December 31, 2019, respectively.

At March 31, 2020, the Company had cash of $984,881 versus $38,537 as of December 31, 2019. For the three months ended March 31, 2020, net cash used in operating activities was $1,144,739 versus $483,933 net cash used in operating activities for the three months ended Mach 31, 2019. The Company has devoted substantially all of its cash resources to expand through organic business growth and, where appropriate, through the execution of selective company and license acquisitions, and has incurred significant general and administrative expenses in order to enable the financing and growth of its business and operations.

During the three months ended March 31, 2020, there was $54,223 net cash used in investing activities versus $129,531 net cash used in investing activities during the three months ended March 31, 2019. For the three months ended March 31, 2020 this was due to the purchase of fixed assets. For the three months ended March 31, 2020, this was due to proceeds from the sale of investments offset by the purchase of fixed assets.

 During the three months ended March 31, 2020, there was $2,389,703 of net cash provided by financing activities versus $145,808 provided by financing activities during the three months ended March 31, 2019. For the current quarter ended March 31, 2020, the borrowings were as follows: (a) From January 27 to March 23, 2020 the Company borrowed total net proceeds of $310,000 from an unaffiliated third-party lender. Interest is set at 5%, paid quarterly in arrears (b) on February 25, 2020, the Company borrowed total net proceeds of $1M from an unaffiliated third-party lender with maturity date April 30, 2020. Interest rate I set at 18%, paid quarterly in arrears. In addition, there were proceeds from lines of credit of $4,078,608 and payments of lines of credits of $3,343,162, for a net increase of the line of credit of $735,446.

We anticipate using cash in our bank account as of March 31, 2020, cash generated from the operations of the Company and its operating subsidiary and from debt or equity financing, or from a loan from management, to the extent that funds are available to do so to conduct our business in the upcoming year. Management is not obligated to provide these or any other funds. If we fail to meet these requirements, we may lose the qualification for quotation and our securities would no longer trade on the over the counter markets. Further, as a consequence we would fail to satisfy our reporting obligations with the Securities and Exchange Commission (“SEC”), and investors would then own stock in a company that does not provide the disclosure available in quarterly and annual reports filed with the SEC and investors may have increased difficulty in selling their stock as we will be non-reporting.

As of the date of this report, since March 31, 2020, the Company has borrowed additional net proceeds of $250,000 from the unaffiliated third-party lender who had previously loaned the Company $2,00,000 via five senior promissory notes between April 1 and August 1 of 2019. The senior promissory note matures on October 23, 2020. Interest is set at 15% per annum, paid quarterly in arrears. More information on the senior promissory note is provided in Note 16.

Revenue Recognition

The Company adopted the modified retrospective adoption in accordance with ASC 606 – Revenue from Contracts with Customers, on January 1, 2018. The new guidance introduces a five-step model for recognizing revenue by applying the following steps: (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the performance obligations are satisfied by transferring the promised goods to the customer. Once these steps are met, revenue is recognized upon delivery of the product. Adoption of ASC 606 has not changed the timing and nature of the Company’s revenue recognition and there has been no material effect on the Company’s financial statements.

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Plan of Operation in the Next Twelve Months

Specifically, our plan of operations for the next 12 months is as follows:

We are planning to develop and expand our business through organic growth and at the same level through the acquisition of carefully targeted companies that are operating in the pharmaceutical industry and would add value to our Company and its shareholders. Our organic growth will be driven by entering into new markets and areas where we can sell and distribute a more profitable series of pharmaceutical products, OTC medicines, and nutraceuticals. We are committed to capitalizing on sales growth opportunities by expanding our customer pipeline across the European market, as well as entering markets outside the European Union.

We are also committed to pursuing various forms of business development; this can include trading, alliances, licenses, joint ventures, dispositions and acquisitions. Moreover, we hope to continue to build on our portfolio of pharmaceutical products and expand our product pipeline to generic and nutraceutical products. Thus, we plan to formulate a sound sales distribution network specializing in food supplement products.

Our main objective is expanding the business operations of our subsidiaries by concentrating our efforts on becoming an international manufacturing, trading and distribution pharmaceutical company. We view our business development activity as an enabler of our strategies, and we seek to generate earnings growth and enhance shareholder value by pursuing a disciplined, strategic and financial approach to evaluating business development opportunities. Under these principles we assess our businesses and assets as part of our regular, ongoing portfolio review process and continue to consider trading development activities for our businesses.

The Company, in the following twelve months, intends to substantially grow its business operations within the dietary supplements market and the generic pharmaceutical products market. These industries are highly competitive and may significantly affect the Company’s sales of these products, including, but not limited to, price and cost-effectiveness, marketing effectiveness, product labeling, quality control and quality assurance.

In addition, the Company seeks to pursue gross profit margin optimization, by focusing on new revenue streams that would positively affect gross profit, as well as, cost savings. Our objective is to reduce operating expenses across all entities without compromising the quality of our services and products. During the quarter ended March 31, 2020, the expected decline in costs can be seen as operating expenses were reduced by $180,0000 in comparison to the year ended December 31, 2019.

Changes in the behavior and spending patterns of purchasers of pharmaceutical and healthcare products and services, including delaying medical procedures, rationing prescription medications, reducing the frequency of doctor visits and foregoing healthcare insurance coverage, may impact the Company’s business.

In addition to expanding our product portfolio, we also plan to evaluate offering our products and services to different geographical markets. We are currently focused on our customers throughout the European Union. We plan on expanding our geographical reach to new areas outside of the European Union market, although we currently have no binding agreements, commitments or contracts in any of these geographical markets. Some of the methods we intend to use to accomplish this are: promoting our brand and marketing our products and services through the Internet to new geographic areas, creating strategic relationships with companies in the different geographical regions, and possibly acquiring companies that operate in new geographical regions. We anticipate that we will spend approximately $30,000 evaluating the different methods and regions to which we plan to expand. This cost is made up of primarily legal fees, consulting fees, accounting and auditing fees as well as related development expenses. We assess the foreseeable development of the Company as being positive.

We expect to continue growing through expansion into adjacent products, product categories and channels, as well as through entry into new geographic markets. We evaluate potential acquisition targets based on whether they have the capacity to deliver a return on invested capital.

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As to potential acquisitions we are targeting companies that are operating primarily in the pharmaceutical sector and within the European Union borders. SEC filing requirements are such that we will have to file audited financial statements of all our operations, including any acquired business. So, we plan that our first step in any potential acquisition process we undertake is to ascertain whether we can obtain audited financials of a company if we were to acquire them. We anticipate that we will spend approximately $50,000 to locate, conduct due diligence, and evaluate possible acquisitions. As noted above, as of the date of this report, we do not have any binding agreements, commitments, or understandings with any potential acquisition candidates.

The pharmaceutical sector offers a large growth potential within the European pharmaceutical market, if service, price and quality are strictly directed towards the customer requirements. We will continue to encounter the competition in the market by product, service, reliability and a high level of quality. On the procurement side we can access a wide range of supply possibilities. To minimize business risks, we diversify our sources of supply all over Europe. We secure our high-quality demands through careful supplier qualification and selection as well as active suppliers’ system management.

We assess the foreseeable development of the Company as being positive. Over the medium term we assume that we will be able to further expand our market shares. However, during the course of further organizational optimization there may be associated extraordinary additional costs.

We still see the risks for the future development in a difficult and competitive environment, increasing purchase prices and the stagnating selling price level. On the background of our financial stability we however see ourselves as being well-equipped for managing the future risks. Risks that could endanger the survival of the Company are currently not able to be identified.

We will evaluate and, where appropriate, execute on opportunities to expand our businesses through the acquisition of products and companies in areas that will serve patients and customers and that we believe will offer above average growth characteristics and attractive margins. In particular, we are looking to continue to enhance our product lines by acquiring or licensing rights to additional products and regularly evaluate selective acquisition and license opportunities. In addition, we remain committed to strategic R&D across each business unit with a particular focus on assets with inherently lower risk profiles and clearly defined governmental regulatory pathways.

Off Balance Sheet Arrangements

As of March 31, 2020, there were no off-balance sheet arrangements.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” under the Management’s Discussion and Analysis section. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Revenue Recognition: The Company adopted Topic 606 Revenue from Contracts with Customers on January 1, 2018. As a result, it has changed its accounting policy for revenue recognition as detailed below.

Revenue is measured based on consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a product to a customer. These criteria are assumed to have been met upon delivery of the products requested by the customer to the customers carrier. Hence, adoption of the ASC 606, has not changed the timing and nature of the Company’s revenue recognition.

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Foreign Currency. The Company required translation of the Amplerissimo financial statements from euros to dollars since the reverse take-over on September 27, 2013. Assets and liabilities of all foreign operations are translated at year-end rates of exchange, and the statements of operations are translated at the average rates of exchange for the year. Gains or losses resulting from translating foreign currency financial statements are accumulated in a separate component of stockholders’ equity until the entity is sold or substantially liquidated. Gains or losses from foreign currency transactions (transactions denominated in a currency other than the entity’s local currency) are included in net (loss) earnings.

Income Taxes. The Company accounts for income taxes under the asset and liability method, as required by the accounting standard for income taxes, ASC 740. Under this method, 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 basis, as well as net operating loss carryforwards. 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.

The Company is liable for income taxes in Greece and the United Kingdom of England. The corporate income tax rate is 29% in Greece (tax losses are carried forward for five years effective January 1, 2013) and 20% in United Kingdom of England. Losses may also be subject to limitation under certain rules regarding change of ownership

We regularly review deferred tax assets to assess their potential realization and establish a valuation allowance for portions of such assets to reduce the carrying value if we do not consider it to be more likely than not that the deferred tax assets will be realized. Our review includes evaluating both positive (e.g., sources of taxable income) and negative (e.g., recent historical losses) evidence that could impact the realizability of our deferred tax assets.

We recognize the impact of an uncertain tax position in our financial statements if, in management’s judgment, the position is not more-likely-then-not sustainable upon audit based on the position’s technical merits. This involves the identification of potential uncertain tax positions, the evaluation of applicable tax laws and an assessment of whether a liability for an uncertain tax position is necessary. We operate and are subject to audit in multiple taxing jurisdictions.

We record interest and penalties related to income taxes as a component of interest and other expense, respectively.

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740 “Accounting for Income Taxes” as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

The Company has net operating loss carry-forwards in our parent, Cosmos Holdings, Inc. which are applicable to future taxable income in the United States (if any). Additionally, the Company has income tax liabilities in the Republic of Cyprus. The income tax assets and liabilities are not able to be netted. We therefore reserve the income tax assets applicable to the United States, but recognize the income tax liabilities in the Republic of Cyprus.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable. A smaller reporting company is not required to provide the information required by this Item.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act) that are designed to ensure that information required to be disclosed in the Company’s Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Principal Executive Officer/Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Principal Executive Officer/Principal Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Principal Executive Officer and the Principal Financial Officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective. Management has undertaken efforts to remediate the material weaknesses identified in the 10-K, which include a lack of segregation of duties, lack of internal controls structure review and documentation of internal policies. Management is in the process of developing such procedures to ensure the effectiveness of internal controls and procedures for financial reporting and is expecting to complete the process in the near future.

Changes in Internal Controls Over Financial Reporting

During the most recently completed fiscal quarter, there has been a change in our internal control over financial reporting that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting. The Company hired an Internal Auditor in October 2019 in order to remediate and strengthen existing procedures, as well as to define and develop new policies and controls. The Internal Auditor will also implement SOX (Sarbanes-Oxley) controls in 2020 as well as strengthen the understanding of internal procedures for helping to avoid accounting errors and fraudulent practices, as well as to improve the accuracy of the disclosures.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None. Previously reported on Form 8-K.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

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Item 6. Exhibits.

(a) Exhibits.

Exhibit No.	Document Description
10.1	Form of May 5, 2020 Senior Promissory Note with Personal Guaranty of Grigorios Siokas
10.2	Form of May 8, 2020 Senior Promissory Note with Personal Guaranty of Grigorios Siokas
31.1	Certification of CEO/CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of CEO/CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS	XBRL Instance Document**
101.SCH	XBRL Taxonomy Extension Schema Document**
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB	XBRL Taxonomy Extension Label Linkbase Document**
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document**

 _____________ 

*

This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

**

XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

46

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Cosmos Holdings Inc.
Date: May 15, 2020	By:	/s/ Grigorios Siokas
		Grigorios Siokas
		Chief Executive Officer
		(Principal Executive Officer,
		Acting Principal Financial Officer and
		Acting Principal Accounting Officer)

47

EXHIBIT INDEX

Exhibit No.	Document Description
10.1	Form of May 5, 2020 Senior Promissory Note with Personal Guaranty of Grigorios Siokas
10.2	Form of May 8, 2020 Senior Promissory Note with Personal Guaranty of Grigorios Siokas
31.1	Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*.
101.INS	XBRL Instance Document**
101.SCH	XBRL Taxonomy Extension Schema Document**
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB	XBRL Taxonomy Extension Label Linkbase Document**
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document**
Exhibit 101	Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.**

___________ 

*

This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

**

XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

48

EX-10.1

EXHIBIT 10.1

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).  NO INTEREST IN THIS NOTE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT), OR (iii) AN EXEMPTION FROM REGISTRATION UNDER THE ACT WHERE THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.

COSMOS HOLDINGS INC.

SENIOR PROMISSORY NOTE

$2.000,000.00 5/5/2020

FOR VALUE RECEIVED, the undersigned, Cosmos Holdings Inc., a Nevada corporation (the “Company” or “Payor”), having its executive office at 141 West Jackson Boulevard, Suite 4236, Chicago, Illinois 60604, hereby promises to pay to ……………… (“Payee”), at Payee’s address at …………..(or at such other place as Payee may from time to time hereafter direct by notice in writing to Payor), the principal sum of  ($2.000,000) Dollars, in such coin or currency, of the United States of America as at the time shall be legal tender for the payment of public and private debts; with simple and unpaid interest, thereon, payable in coin or currency.  Outstanding principal on this note (the “Note”) shall be due and payable on the first to occur of the following dates:  (i) December 31, 2020 (the “Maturity Date”); and (ii) any other date on which any principal amount of, or accrued unpaid interest on, this Note is declared to be, or becomes, due and payable pursuant to its terms prior to the Maturity Date (the “Acceleration Date”).

The following terms shall apply to this Note:

1. Interest and Payment.

1.1 Interest Rate. Simple interest will accrue daily on the principal of this Note, computed from the date of the first advance made hereunder at the rate of 18% per annum. Interest shall be paid quarterly in arrears. The initial payment shall be calculated from the date of issue through the end of the first full calendar quarter. Each payment thereafter shall equal 4,5% per calendar quarter. Such simple interest shall be calculated based on the actual number of days elapsed in each calendar year.

1.2 Interest accrued, but unpaid, on this Note shall be payable not later than, on the earliest to occur of (i) the Maturity Date; or (ii) the Acceleration Date as defined above.

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1.3 All payments made by the Payor on this Note shall be applied first to the payment of accrued unpaid interest on this Note and then to the reduction of the unpaid principal balance of this Note.

1.4 In the event that the date for the payment of any amount payable under this Note falls due on a Saturday, Sunday or public holiday under the laws of the State of New York, the time for payment of such amount shall be extended to the next succeeding business day.

2. Replacement and Substitute of Note.

2.1. In the event that this Note is mutilated, destroyed, lost or stolen, Payor shall, at its sole expense, execute, register and deliver a new Note, in exchange and substitution for this Note, if mutilated, or in lieu of and substitution for this Note, if destroyed, lost or stolen. In the case of destruction, loss or theft, Payee shall furnish to Payor indemnity reasonably satisfactory to Payor, and in any such case, and in the case of mutilation, Payee shall also furnish to Payor evidence to its reasonable satisfaction of the mutilation, destruction, loss or theft of this Note and of the ownership thereof. Any replacement Note so issued shall be in the same outstanding principal amount as this Note and dated the date to which interest shall have been paid on this Note or, if no interest shall have yet been paid, dated the date of this Note.

2.2. Every Note issued pursuant to the provisions of Section 2.1 above in substitution for this Note shall constitute an additional contractual obligation of the Payor, whether or not this Note shall be found at any time or be enforceable by anyone.

3. (Intentionally left blank)

4. Covenants of Payor.

Payor covenants and agrees that, so long as this Note remains outstanding and unpaid, in whole or in part:

4.1. Payor will not sell, transfer or dispose of a material part of its assets;

4.2. Payor will not make any loan to any person who is or becomes a shareholder or executive employee of Payor, other than for reasonable advances for expenses in the ordinary course of business;

4.3. Payor will promptly pay and discharge all lawful taxes, assessments and governmental charges or levies imposed upon it, its income and profits, or any of its property, before the same shall become in default, as well as all lawful claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon such properties or any part thereof; provided, however, that Payor or such subsidiary shall not be required to pay and discharge any such tax, assessment, charge, levy or claim so long as the validity thereof shall be contested in good faith by appropriate proceedings and Payor or such subsidiary, as the case may be, shall set aside on its books adequate reserves with respect to any such tax, assessment, charge, levy or claim so contested;

2

4.4. Payor will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and substantially comply with all laws applicable to Payor as its counsel may advise;

4.5. Payor will at all times maintain, preserve, protect and keep its property used or useful in the conduct of its business in good repair, working order and condition (except for the effects of reasonable wear and tear in the ordinary course of business) and will, from time to time, make all necessary and proper repairs, renewals, replacements, betterments and improvements thereto;

4.6. Payor will keep adequately insured, by financially sound reputable insurers, all property of a character usually insured by similar corporations and carry such other insurance as is usually carried by similar corporations;

4.7. Payor will, promptly following the occurrence of an Event of Default or of any condition or event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default, furnish a statement of Payor's Chief Executive Officer to Payee setting forth the details of such Event of Default or condition or event and the action which Payor intends to take with respect thereto; and

4.8. Payor will, and will cause to, at all times, maintain books of account in which all of its financial transactions are duly recorded in conformance with generally accepted accounting principles.

5. Events of Default.

The occurrence of any of the following events of default (“Event of Default”), unless timely cured as set forth herein, shall, at the option of the Payee hereof, make all sums of principal and interest then remaining unpaid hereon and all other amounts payable hereunder immediately due and payable, upon demand, without presentment, all of which hereby are expressly waived, except as set forth below:

5.1. The dissolution of Payor or any vote in favor thereof by the Board of Directors and Members of Payor; or

5.2. Payor makes an assignment for the benefit of creditors, or files with a court of competent jurisdiction an application for appointment of a receiver or similar official with respect to it or any substantial part of its assets, or Payor files a petition or a petition is instituted against Payor seeking relief under any provision of the Federal Bankruptcy Code or any other federal or state statute now or hereafter in effect affording relief to debtors, or any such application or petition is filed against Payor, which application or petition is not dismissed or withdrawn within sixty (60) days from the date of its filing; or

5.3. Payor fails to pay the principal amount, or interest on, or any other amount payable under, this Note or any other similar Note issued to Payee, as and when the same becomes due and payable; or

5.4. Payor admits in writing its inability to pay its debts as they mature; or

3

5.5. Payor sells all or substantially all of its assets or merges or is consolidated with or into another corporation; other than a merger with or into a publicly traded corporation, or

5.6. A proceeding is commenced to foreclose a security interest or lien in any property or assets of Payor as a result of a default in the payment or performance of any debt (in excess of $100,000 and secured by such property or assets) of Payor or of any subsidiary of Payor; or

5.7. A final judgment for the payment of money in excess of $100,000 is entered against Payor by a court of competent jurisdiction, and such judgment is not discharged (nor the discharge thereof duly provided for) in accordance with its terms, nor a stay of execution thereof procured, within sixty (60) days after the date such judgment is entered, and, within such period (or such longer period during which execution of such judgment is effectively stayed), an appeal therefrom has not been prosecuted and the execution thereof caused to be stayed during such appeal; or

5.8. An attachment or garnishment is levied against the assets or properties of Payor or any subsidiary of Payor involving an amount in excess of $100,000 and such levy is not vacated, bonded or otherwise terminated within sixty (60) days after the date of its effectiveness; or

5.9. Payor defaults in the due observance or performance of any covenant, condition or agreement on the part of Payor to be observed or performed pursuant to the terms of this Note (other than the default specified in Section 5.3 above) and such default continues uncured for a period of thirty (30) days; then, upon the occurrence of any such Event of Default and at any time thereafter, the holder of this Note shall have the right (at such holder's option) to declare the principal of, accrued unpaid interest on, and all other amounts payable under this Note to be forthwith due and payable, whereupon all such amounts shall be immediately due and payable to the holder of this Note, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived; provided, however, that in case of the occurrence of an Event of Default under any of the sections above, such amounts shall become immediately due and payable without any such declaration by the holder of this Note; or

5.10. Any material representation or warranty of the Payor made herein, or in any agreement, statement or certificate given in writing pursuant hereto or in connection therewith shall be false or misleading in any material respect as of the date made; or

5.11. A default by the Payor of a material term, covenant, warranty or undertaking of any other agreement to which the Payor and the Payee are parties, or agreement made by Payor in favor of Payee, or the occurrence of any default under any such other agreement which is not cured after any required notice and/or cure period and which default may materially adversely affect the Payor’s ability to pay this Note or satisfy its liability under any other obligation to the Payee or the occurrence of an “Event of Default” under any such other agreement.

6. Suits for Enforcement and Remedies.

If any one or more Events of Default shall occur and be continuing, the Payee may proceed to (i) protect and enforce Payee's rights either by suit in equity or by action at law, or both, whether for the specific performance of any covenant, condition or agreement contained in this Note or in any agreement or document referred to herein or in aid of the exercise of any power granted in this Note or in any agreement or document referred to herein, (ii) enforce the payment of this Note, or (iii) enforce any other legal or equitable right of the holder of this Note.  No right or remedy herein or in any other agreement or instrument conferred upon the holder of this Note is intended to be exclusive of any other right or remedy, and each and every such right or remedy shall be cumulative and shall be in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise.

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7. Unconditional Obligation; Fees, Waivers, Other.

7.1. The obligations to make the payments provided for in this Note are absolute and unconditional and not subject to any defense, set-off, counterclaim, rescission, recoupment or adjustment whatsoever.

7.2. If, following the occurrence of an Event of Default, Payee shall seek to enforce the collection of any amount of principal of and/or interest on this Note, there shall be immediately due and payable from Payor, in addition to the then unpaid principal of, and accrued unpaid interest on, this Note, all costs and expenses incurred by Payee in connection therewith, including, without limitation, reasonable attorneys' fees and disbursements.

7.3. No forbearance, indulgence, delay or failure to exercise any right or remedy with respect to this Note shall operate as a waiver or as acquiescence in any default, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.

7.4. This Note may not be modified or discharged (other than by payment or exchange) except by a writing duly executed by Payor and Payee.

7.5. Payor hereby expressly waives demand and presentment for payment, notice of nonpayment, notice of dishonor, protest, notice of protest, bringing of suit, and diligence in taking any action to collect amounts called for hereunder, and shall be directly and primarily liable for the payment of all sums owing and to be owing hereon, regardless of and without any notice, diligence, act or omission with respect to the collection of any amount called for hereunder or in connection with any right, lien, interest or property at any and all times which Payee had or is existing as security for any amount called for hereunder.

8. Restriction on Transfer.

This Note has been acquired for investment, and this Note has not been registered under the securities laws of the United States of America or any state thereof. Accordingly, no interest in this Note may be offered for sale, sold or transferred in the absence of registration and qualification of this Note, under applicable federal and state securities laws or an opinion of counsel of Payee reasonably satisfactory to Payor that such registration and qualification are not required.

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9. Miscellaneous.

9.1. The headings of the various paragraphs of this Note are for convenience of reference only and shall in no way modify any of the terms or provisions of this Note.

9.2. All notices required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when personally delivered or sent by registered or certified mail (return receipt requested, postage prepaid), facsimile transmission or overnight courier to the address of the intended recipient as set forth in the preamble to this Note or at such other address as the intended recipient shall have hereafter given to the other party hereto pursuant to the provisions of this Note.

9.3. The term “Note” and all references thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.

9.4. The Payor may not delegate its obligations under this Note and such attempted delegations shall be null and void. The Payee may not assign, pledge or otherwise transfer this Note without the prior written consent of the Payor (which consent shall not be unreasonably withheld except in such instance where the proposed assignee or transferee is a direct or indirect competitor or owns any interest in any business that competes, directly or indirectly, with the Payor). This Note inures to the benefit of Payee, its successors and its assignee of this Note and binds the Payor, and its successors and assigns, and the terms “Payee” and “the Payor” whenever occurring herein shall be deemed and construed to include such respective successors and assigns. Any assignment or transfer made in violation of this Section 9.4 shall be void ab initio.

9.5. If default is made in the payment of this Note, Payor shall pay the Payee hereof reasonable costs of collection, including reasonable attorneys’ fees.

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9.6. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles that would result in the application of the substantive laws of another jurisdiction. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the City of New York, County of New York. Both parties and the individual signing this Note on behalf of the Payor agree to submit to the personal jurisdiction of such courts. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue in any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The parties executing this Agreement and the other agreements referred to herein or delivered in connection herewith on behalf of the Payor agree to submit to the jurisdiction of such courts and hereby irrevocably waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorneys’ fees, costs and expenses. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform to such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or unenforceability of any other provision of this Note. Nothing contained herein shall be deemed or operate to preclude the Payee from bringing suit or taking other legal action against the Payor in any other jurisdiction where the Payor holds assets to collect on the Payor’s obligations to the Payee, to realize on any collateral or any other security for such obligations, or to enforce a judgment in another court in favor of the Payee.

9.7. Maximum Payments. Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Payor to the Payee and thus refunded to the Payor.

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IN WITNESS WHEREOF, Payor has caused this Note to be signed in its name by an authorized officer as of the 5th day of May , 2020.

COSMOS HOLDINGS INC.
By:
Name:	Grigorios Siokas
Title:	CEO
LENDER:
By:
Name:

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GUARANTY AGREEMENT

This Guaranty Agreement (as amended, amended and restated, supplemented or otherwise modified, renewed or replaced from time to time, this “Guaranty Agreement”), dated as of  5 May 2020, by and between Grigorios Siokas, with a principal residence at Komninon Avenue 125, Chortiatis, TK55236, Greece, (“Guarantor”) and. ………………with an address at ………………….., …………. (“Lender”). All capitalized terms used herein and not otherwise defined shall have the meaning set forth in that certain Senior Promissory Note, dated as of the date hereof (the “Note”), by and between the Lender and Cosmos Holdings, Inc. (the “Debtor”).

RECITALS

WHEREAS, pursuant to that certain Note, the Lender has agreed to lend the Debtor $2,000,000;

WHEREAS, the Guarantor has agreed to personally guaranty repayment of the Note as security for the obligations of the Debtor under the Note;

WHEREAS, Guarantor will benefit, directly or indirectly, from repayment of the Note contemplated by the Note; and

WHEREAS, it is a condition to the effectiveness of the Note that this Guaranty Agreement be executed and delivered by the parties hereto.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby agrees for the benefit of Lender as follows:

1. GUARANTY.

1.1 Guaranty.

(a) Guarantor unconditionally and irrevocably guarantees to Lender repayment of the Note.

(b) Guarantor, to the extent permitted by applicable law, waives presentation to, demand for payment from and protest to, as the case may be, Debtor or any other guarantor of any of the Guaranteed Obligations, and also waives notice of protest for nonpayment, notice of acceleration and notice of intent to accelerate. The obligations of Guarantor hereunder shall not be affected by: (i)the failure of Lender to assert any claim or demand or to exercise or enforce any right or remedy against Debtor under the provisions of the Note or otherwise; (ii)any extension or renewal of any provision hereof or thereof; or (iii)any rescission, waiver, compromise, acceleration, amendment or modification of any of the terms or provisions of the Note.

(c) Guarantor further agrees that this Guaranty Agreement constitutes a guaranty of performance and of payment when due (beyond applicable notice and cure periods) and not just of collection, and waives, to the fullest extent permitted by applicable law, any right to require that any resort be had by Lender to any security held for payment of the Guaranteed Obligations or to any balance of any deposit, account or credit on the books of Lender in favor of Debtor.

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(d) Guarantor acknowledges and agrees that Guarantor expects to derive benefit, directly and indirectly, from the successful operations of Debtor and any financial accommodations arising from the Note.

1.2 Limitation on Guaranteed Amount.

Notwithstanding any other provision of this Guaranty Agreement, the amount guaranteed by Guarantor hereunder shall be limited to the extent, if any, required so that its obligations under this Guaranty Agreement shall not be rendered voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or to being set aside or annulled under any applicable state law or foreign statute relating to fraud on creditors or under common law. In determining the limitations, if any, on the amount of Guarantor’s obligations hereunder pursuant to the preceding sentence, any rights of subrogation or contribution which Guarantor may have under this Guaranty Agreement or applicable statute shall be taken into account.

(a) Without limiting the provisions of Section 1.2(a) above, and notwithstanding any other provision of this Guaranty Agreement, the continuing liability of the Guarantor under this Guaranty Agreement shall be limited to the Shortfall Shares.

2. REPRESENTATIONS AND WARRANTIES; COVENANTS.

2.1 Guarantor makes the following representations and warranties, all of which shall survive the execution and delivery of this Guaranty Agreement:

(i) the execution, delivery and performance of this Guaranty Agreement (a) will not violate any provision of applicable law, any order of any court or other agency of the United States or any state thereof, applicable to Guarantor or any of his properties or assets; (b) does not require the consent or approval of any Person or entity, including but not limited to any governmental authority, or any filing or registration of any kind; and (c) is the legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms, except to the extent that enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally, and general principles of equity; and

(ii) the execution, delivery and performance of this Guaranty Agreement will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any properties or assets of Guarantor other than pursuant to this Guaranty Agreement or the Note.

3. MISCELLANEOUS

3.1 Notices. All communications and notices hereunder shall be in writing and given to the addresses first set forth above in the Preamble.

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3.2 Binding Effect; Several Agreement; Assignments. Whenever in this Guaranty Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of Guarantor that are contained in this Guaranty Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Guaranty Agreement shall become effective as to Guarantor when a counterpart hereof executed on behalf of Guarantor shall have been delivered to Lender, and a counterpart shall have been executed on behalf of Lender, and thereafter shall be binding upon Guarantor and Lender and their respective successors and assigns, and shall inure to the benefit of Guarantor, Lender, and their respective successors and assigns, except that Guarantor shall not have the right to assign its rights or obligations hereunder or an interest herein (and any such attempted assignment shall be void).

3.3 Governing Law. This Guaranty shall be governed by and be construed and enforced in accordance with the substantive law of the State of Nevada, without regard to the choice of law provisions thereof. Each party hereto irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the state courts sitting in the City and State of New York, Borough of Manhattan and federal court of the United States Southern District Court of New York for any action, dispute, suit or proceeding arising out of or relating to this Guaranty. The choice of forum set forth in this Section 3.3 will not be deemed to preclude the enforcement of any judgment obtained in such forum or the taking of any action under this Agreement to enforce same in any other jurisdiction. In the event of any action or suit as to any matters of dispute between the parties, service of any process may be made upon the other party in the same manner as the giving of notices under Section 3.1 of this Agreement.

3.4 No Waiver, etc. Neither a failure nor a delay on the part of Lender in exercising any right, power or privilege under this Guaranty Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of Lender expressly specified herein are cumulative and not exclusive of any other rights, remedies or benefits which Lender may have under this Guaranty Agreement, at law, in equity, by statute, or otherwise.

3.5 Modification, etc. No modification, amend-ment or waiver of any provision of this Guaranty Agreement, nor the consent to any departure by Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by Lender, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on Guarantor in any case shall entitle Guarantor to any other or further notice or demand in the same, similar or other circumstances.

3.6 Severability. If any one or more of the provisions contained in this Guaranty Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall in no way be affected or impaired thereby.

3.7 Headings. Section headings used herein are for convenience of reference only and are not to affect the construction of, or be taken into consideration in interpreting, this Guaranty Agreement.

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3.8 Counterparts. This Guaranty Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 3.2. Delivery of an executed signature page to this Guaranty Agreement by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart to this Guaranty Agreement.

3.9 Waiver of Jury Trial. EACH OF THE PARTIES HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN RESOLVING ANY CLAIM OR COUNTERCLAIM RELATING TO OR ARISING OUT OF THIS GUARANTY AGREEMENT OR THE SUBJECT MATTER HEREOF.

3.10 Right of Setoff. If an Event of Default under the Note shall have occurred and be continuing beyond applicable notice and cure periods, Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by Lender to or for the credit or the account of Guarantor against any or all of the obligations of Guarantor now or hereafter existing under this Guaranty Agreement and any other Note held by Lender, irrespective of whether or not Lender shall have made any demand under this Guaranty Agreement or the Note and although such obligations may be unmatured. The rights of Lender under this Section 3.10 are in addition to the other rights and remedies (including other rights of setoff) which Lender may have. Lender agrees to promptly notify Guarantor after any such setoff and application made by Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application.

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IN WITNESS WHEREOF, Guarantor and Lender have executed this Guaranty Agreement as of the date first written above.

GUARANTOR:
By:
	Name: Grigorios Siokas
LENDER:
By:
	Name:

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EX-10.2

EXHIBIT 10.2

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).  NO INTEREST IN THIS NOTE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT), OR (iii) AN EXEMPTION FROM REGISTRATION UNDER THE ACT WHERE THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.

COSMOS HOLDINGS INC.

SENIOR PROMISSORY NOTE

$2.000,000.00 5/8/2020

FOR VALUE RECEIVED, the undersigned, Cosmos Holdings Inc., a Nevada corporation (the “Company” or “Payor”), having its executive office at 141 West Jackson Boulevard, Suite 4236, Chicago, Illinois 60604, hereby promises to pay to……………… . (“Payee”), at Payee’s address at ………….., (or at such other place as Payee may from time to time hereafter direct by notice in writing to Payor), the principal sum of  ($2.000,000) Dollars, in such coin or currency, of the United States of America as at the time shall be legal tender for the payment of public and private debts; with simple and unpaid interest, thereon, payable in coin or currency.  Outstanding principal on this note (the “Note”) shall be due and payable on the first to occur of the following dates:  (i) June 8, 2020 (the “Maturity Date”); and (ii) any other date on which any principal amount of, or accrued unpaid interest on, this Note is declared to be, or becomes, due and payable pursuant to its terms prior to the Maturity Date (the “Acceleration Date”).

The following terms shall apply to this Note:

1. Interest and Payment.

1.1 Interest Rate. Simple interest will accrue daily on the principal of this Note, computed from the date of the first advance made hereunder at the rate of 18% per annum. Interest shall be paid quarterly in arrears. The initial payment shall be calculated from the date of issue through the end of the first full calendar quarter. Each payment thereafter shall equal 4,5% per calendar quarter. Such simple interest shall be calculated based on the actual number of days elapsed in each calendar year.

1.2 Interest accrued, but unpaid, on this Note shall be payable not later than, on the earliest to occur of (i) the Maturity Date; or (ii) the Acceleration Date as defined above.

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1.3 All payments made by the Payor on this Note shall be applied first to the payment of accrued unpaid interest on this Note and then to the reduction of the unpaid principal balance of this Note.

1.4 In the event that the date for the payment of any amount payable under this Note falls due on a Saturday, Sunday or public holiday under the laws of the State of New York, the time for payment of such amount shall be extended to the next succeeding business day.

2. Replacement and Substitute of Note.

2.1. In the event that this Note is mutilated, destroyed, lost or stolen, Payor shall, at its sole expense, execute, register and deliver a new Note, in exchange and substitution for this Note, if mutilated, or in lieu of and substitution for this Note, if destroyed, lost or stolen. In the case of destruction, loss or theft, Payee shall furnish to Payor indemnity reasonably satisfactory to Payor, and in any such case, and in the case of mutilation, Payee shall also furnish to Payor evidence to its reasonable satisfaction of the mutilation, destruction, loss or theft of this Note and of the ownership thereof. Any replacement Note so issued shall be in the same outstanding principal amount as this Note and dated the date to which interest shall have been paid on this Note or, if no interest shall have yet been paid, dated the date of this Note.

2.2. Every Note issued pursuant to the provisions of Section 2.1 above in substitution for this Note shall constitute an additional contractual obligation of the Payor, whether or not this Note shall be found at any time or be enforceable by anyone.

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4. Covenants of Payor.

Payor covenants and agrees that, so long as this Note remains outstanding and unpaid, in whole or in part:

4.1. Payor will not sell, transfer or dispose of a material part of its assets;

4.2. Payor will not make any loan to any person who is or becomes a shareholder or executive employee of Payor, other than for reasonable advances for expenses in the ordinary course of business;

4.3. Payor will promptly pay and discharge all lawful taxes, assessments and governmental charges or levies imposed upon it, its income and profits, or any of its property, before the same shall become in default, as well as all lawful claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon such properties or any part thereof; provided, however, that Payor or such subsidiary shall not be required to pay and discharge any such tax, assessment, charge, levy or claim so long as the validity thereof shall be contested in good faith by appropriate proceedings and Payor or such subsidiary, as the case may be, shall set aside on its books adequate reserves with respect to any such tax, assessment, charge, levy or claim so contested;

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4.4. Payor will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and substantially comply with all laws applicable to Payor as its counsel may advise;

4.5. Payor will at all times maintain, preserve, protect and keep its property used or useful in the conduct of its business in good repair, working order and condition (except for the effects of reasonable wear and tear in the ordinary course of business) and will, from time to time, make all necessary and proper repairs, renewals, replacements, betterments and improvements thereto;

4.6. Payor will keep adequately insured, by financially sound reputable insurers, all property of a character usually insured by similar corporations and carry such other insurance as is usually carried by similar corporations;

4.7. Payor will, promptly following the occurrence of an Event of Default or of any condition or event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default, furnish a statement of Payor's Chief Executive Officer to Payee setting forth the details of such Event of Default or condition or event and the action which Payor intends to take with respect thereto; and

4.8. Payor will, and will cause to, at all times, maintain books of account in which all of its financial transactions are duly recorded in conformance with generally accepted accounting principles.

5. Events of Default.

The occurrence of any of the following events of default (“Event of Default”), unless timely cured as set forth herein, shall, at the option of the Payee hereof, make all sums of principal and interest then remaining unpaid hereon and all other amounts payable hereunder immediately due and payable, upon demand, without presentment, all of which hereby are expressly waived, except as set forth below:

5.1. The dissolution of Payor or any vote in favor thereof by the Board of Directors and Members of Payor; or

5.2. Payor makes an assignment for the benefit of creditors, or files with a court of competent jurisdiction an application for appointment of a receiver or similar official with respect to it or any substantial part of its assets, or Payor files a petition or a petition is instituted against Payor seeking relief under any provision of the Federal Bankruptcy Code or any other federal or state statute now or hereafter in effect affording relief to debtors, or any such application or petition is filed against Payor, which application or petition is not dismissed or withdrawn within sixty (60) days from the date of its filing; or

5.3. Payor fails to pay the principal amount, or interest on, or any other amount payable under, this Note or any other similar Note issued to Payee, as and when the same becomes due and payable; or

5.4. Payor admits in writing its inability to pay its debts as they mature; or

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5.5. Payor sells all or substantially all of its assets or merges or is consolidated with or into another corporation; other than a merger with or into a publicly traded corporation, or

5.6. A proceeding is commenced to foreclose a security interest or lien in any property or assets of Payor as a result of a default in the payment or performance of any debt (in excess of $100,000 and secured by such property or assets) of Payor or of any subsidiary of Payor; or

5.7. A final judgment for the payment of money in excess of $100,000 is entered against Payor by a court of competent jurisdiction, and such judgment is not discharged (nor the discharge thereof duly provided for) in accordance with its terms, nor a stay of execution thereof procured, within sixty (60) days after the date such judgment is entered, and, within such period (or such longer period during which execution of such judgment is effectively stayed), an appeal therefrom has not been prosecuted and the execution thereof caused to be stayed during such appeal; or

5.8. An attachment or garnishment is levied against the assets or properties of Payor or any subsidiary of Payor involving an amount in excess of $100,000 and such levy is not vacated, bonded or otherwise terminated within sixty (60) days after the date of its effectiveness; or

5.9. Payor defaults in the due observance or performance of any covenant, condition or agreement on the part of Payor to be observed or performed pursuant to the terms of this Note (other than the default specified in Section 5.3 above) and such default continues uncured for a period of thirty (30) days; then, upon the occurrence of any such Event of Default and at any time thereafter, the holder of this Note shall have the right (at such holder's option) to declare the principal of, accrued unpaid interest on, and all other amounts payable under this Note to be forthwith due and payable, whereupon all such amounts shall be immediately due and payable to the holder of this Note, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived; provided, however, that in case of the occurrence of an Event of Default under any of the sections above, such amounts shall become immediately due and payable without any such declaration by the holder of this Note; or

5.10. Any material representation or warranty of the Payor made herein, or in any agreement, statement or certificate given in writing pursuant hereto or in connection therewith shall be false or misleading in any material respect as of the date made; or

5.11. A default by the Payor of a material term, covenant, warranty or undertaking of any other agreement to which the Payor and the Payee are parties, or agreement made by Payor in favor of Payee, or the occurrence of any default under any such other agreement which is not cured after any required notice and/or cure period and which default may materially adversely affect the Payor’s ability to pay this Note or satisfy its liability under any other obligation to the Payee or the occurrence of an “Event of Default” under any such other agreement.

6. Suits for Enforcement and Remedies.

If any one or more Events of Default shall occur and be continuing, the Payee may proceed to (i) protect and enforce Payee's rights either by suit in equity or by action at law, or both, whether for the specific performance of any covenant, condition or agreement contained in this Note or in any agreement or document referred to herein or in aid of the exercise of any power granted in this Note or in any agreement or document referred to herein, (ii) enforce the payment of this Note, or (iii) enforce any other legal or equitable right of the holder of this Note. No right or remedy herein or in any other agreement or instrument conferred upon the holder of this Note is intended to be exclusive of any other right or remedy, and each and every such right or remedy shall be cumulative and shall be in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise.

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7. Unconditional Obligation; Fees, Waivers, Other.

7.1. The obligations to make the payments provided for in this Note are absolute and unconditional and not subject to any defense, set-off, counterclaim, rescission, recoupment or adjustment whatsoever.

7.2. If, following the occurrence of an Event of Default, Payee shall seek to enforce the collection of any amount of principal of and/or interest on this Note, there shall be immediately due and payable from Payor, in addition to the then unpaid principal of, and accrued unpaid interest on, this Note, all costs and expenses incurred by Payee in connection therewith, including, without limitation, reasonable attorneys' fees and disbursements.

7.3. No forbearance, indulgence, delay or failure to exercise any right or remedy with respect to this Note shall operate as a waiver or as acquiescence in any default, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.

7.4. This Note may not be modified or discharged (other than by payment or exchange) except by a writing duly executed by Payor and Payee.

7.5. Payor hereby expressly waives demand and presentment for payment, notice of nonpayment, notice of dishonor, protest, notice of protest, bringing of suit, and diligence in taking any action to collect amounts called for hereunder, and shall be directly and primarily liable for the payment of all sums owing and to be owing hereon, regardless of and without any notice, diligence, act or omission with respect to the collection of any amount called for hereunder or in connection with any right, lien, interest or property at any and all times which Payee had or is existing as security for any amount called for hereunder.

8. Restriction on Transfer.

This Note has been acquired for investment, and this Note has not been registered under the securities laws of the United States of America or any state thereof. Accordingly, no interest in this Note may be offered for sale, sold or transferred in the absence of registration and qualification of this Note, under applicable federal and state securities laws or an opinion of counsel of Payee reasonably satisfactory to Payor that such registration and qualification are not required.

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9. Miscellaneous.

9.1. The headings of the various paragraphs of this Note are for convenience of reference only and shall in no way modify any of the terms or provisions of this Note.

9.2. All notices required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when personally delivered or sent by registered or certified mail (return receipt requested, postage prepaid), facsimile transmission or overnight courier to the address of the intended recipient as set forth in the preamble to this Note or at such other address as the intended recipient shall have hereafter given to the other party hereto pursuant to the provisions of this Note.

9.3. The term “Note” and all references thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.

9.4. The Payor may not delegate its obligations under this Note and such attempted delegations shall be null and void. The Payee may not assign, pledge or otherwise transfer this Note without the prior written consent of the Payor (which consent shall not be unreasonably withheld except in such instance where the proposed assignee or transferee is a direct or indirect competitor or owns any interest in any business that competes, directly or indirectly, with the Payor). This Note inures to the benefit of Payee, its successors and its assignee of this Note and binds the Payor, and its successors and assigns, and the terms “Payee” and “the Payor” whenever occurring herein shall be deemed and construed to include such respective successors and assigns. Any assignment or transfer made in violation of this Section 9.4 shall be void ab initio.

9.5. If default is made in the payment of this Note, Payor shall pay the Payee hereof reasonable costs of collection, including reasonable attorneys’ fees.

6

9.6. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles that would result in the application of the substantive laws of another jurisdiction. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the City of New York, County of New York. Both parties and the individual signing this Note on behalf of the Payor agree to submit to the personal jurisdiction of such courts. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue in any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The parties executing this Agreement and the other agreements referred to herein or delivered in connection herewith on behalf of the Payor agree to submit to the jurisdiction of such courts and hereby irrevocably waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorneys’ fees, costs and expenses. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform to such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or unenforceability of any other provision of this Note. Nothing contained herein shall be deemed or operate to preclude the Payee from bringing suit or taking other legal action against the Payor in any other jurisdiction where the Payor holds assets to collect on the Payor’s obligations to the Payee, to realize on any collateral or any other security for such obligations, or to enforce a judgment in another court in favor of the Payee.

9.7. Maximum Payments. Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Payor to the Payee and thus refunded to the Payor.

[REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

7

IN WITNESS WHEREOF, Payor has caused this Note to be signed in its name by an authorized officer as of the 8th day of May , 2020.

COSMOS HOLDINGS INC.
By:
Name:	Grigorios Siokas
Title:	CEO
LENDER:
By:
Name:

8

GUARANTY AGREEMENT

This Guaranty Agreement (as amended, amended and restated, supplemented or otherwise modified, renewed or replaced from time to time, this “Guaranty Agreement”), dated as of  8 May 2020, by and between Grigorios Siokas, with a principal residence at Komninon Avenue 125, Chortiatis, TK55236, Greece, (“Guarantor”) and……………… with an address at ………………….., ………….  (“Lender”). All capitalized terms used herein and not otherwise defined shall have the meaning set forth in that certain Senior Promissory Note, dated as of the date hereof (the “Note”), by and between the Lender and Cosmos Holdings, Inc. (the “Debtor”).

RECITALS

WHEREAS, pursuant to that certain Note, the Lender has agreed to lend the Debtor $2,000,000;

WHEREAS, the Guarantor has agreed to personally guaranty repayment of the Note as security for the obligations of the Debtor under the Note;

WHEREAS, Guarantor will benefit, directly or indirectly, from repayment of the Note contemplated by the Note; and

WHEREAS, it is a condition to the effectiveness of the Note that this Guaranty Agreement be executed and delivered by the parties hereto.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby agrees for the benefit of Lender as follows:

1. GUARANTY.

1.1 Guaranty.

(a) Guarantor unconditionally and irrevocably guarantees to Lender repayment of the Note.

(b) Guarantor, to the extent permitted by applicable law, waives presentation to, demand for payment from and protest to, as the case may be, Debtor or any other guarantor of any of the Guaranteed Obligations, and also waives notice of protest for nonpayment, notice of acceleration and notice of intent to accelerate. The obligations of Guarantor hereunder shall not be affected by: (i)the failure of Lender to assert any claim or demand or to exercise or enforce any right or remedy against Debtor under the provisions of the Note or otherwise; (ii)any extension or renewal of any provision hereof or thereof; or (iii)any rescission, waiver, compromise, acceleration, amendment or modification of any of the terms or provisions of the Note.

(c) Guarantor further agrees that this Guaranty Agreement constitutes a guaranty of performance and of payment when due (beyond applicable notice and cure periods) and not just of collection, and waives, to the fullest extent permitted by applicable law, any right to require that any resort be had by Lender to any security held for payment of the Guaranteed Obligations or to any balance of any deposit, account or credit on the books of Lender in favor of Debtor.

9

(d) Guarantor acknowledges and agrees that Guarantor expects to derive benefit, directly and indirectly, from the successful operations of Debtor and any financial accommodations arising from the Note.

1.2 Limitation on Guaranteed Amount.

(a) Notwithstanding any other provision of this Guaranty Agreement, the amount guaranteed by Guarantor hereunder shall be limited to the extent, if any, required so that its obligations under this Guaranty Agreement shall not be rendered voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or to being set aside or annulled under any applicable state law or foreign statute relating to fraud on creditors or under common law. In determining the limitations, if any, on the amount of Guarantor’s obligations hereunder pursuant to the preceding sentence, any rights of subrogation or contribution which Guarantor may have under this Guaranty Agreement or applicable statute shall be taken into account.

(b) Without limiting the provisions of Section 1.2(a) above, and notwithstanding any other provision of this Guaranty Agreement, the continuing liability of the Guarantor under this Guaranty Agreement shall be limited to the Shortfall Shares.

2. REPRESENTATIONS AND WARRANTIES; COVENANTS.

2.1 Guarantor makes the following representations and warranties, all of which shall survive the execution and delivery of this Guaranty Agreement:

(i) the execution, delivery and performance of this Guaranty Agreement (a) will not violate any provision of applicable law, any order of any court or other agency of the United States or any state thereof, applicable to Guarantor or any of his properties or assets; (b) does not require the consent or approval of any Person or entity, including but not limited to any governmental authority, or any filing or registration of any kind; and (c) is the legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms, except to the extent that enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally, and general principles of equity; and

(ii) the execution, delivery and performance of this Guaranty Agreement will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any properties or assets of Guarantor other than pursuant to this Guaranty Agreement or the Note.

3. MISCELLANEOUS

3.1 Notices. All communications and notices hereunder shall be in writing and given to the addresses first set forth above in the Preamble.

10

3.2 Binding Effect; Several Agreement; Assignments. Whenever in this Guaranty Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of Guarantor that are contained in this Guaranty Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Guaranty Agreement shall become effective as to Guarantor when a counterpart hereof executed on behalf of Guarantor shall have been delivered to Lender, and a counterpart shall have been executed on behalf of Lender, and thereafter shall be binding upon Guarantor and Lender and their respective successors and assigns, and shall inure to the benefit of Guarantor, Lender, and their respective successors and assigns, except that Guarantor shall not have the right to assign its rights or obligations hereunder or an interest herein (and any such attempted assignment shall be void).

3.3 Governing Law. This Guaranty shall be governed by and be construed and enforced in accordance with the substantive law of the State of Nevada, without regard to the choice of law provisions thereof. Each party hereto irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the state courts sitting in the City and State of New York, Borough of Manhattan and federal court of the United States Southern District Court of New York for any action, dispute, suit or proceeding arising out of or relating to this Guaranty. The choice of forum set forth in this Section 3.3 will not be deemed to preclude the enforcement of any judgment obtained in such forum or the taking of any action under this Agreement to enforce same in any other jurisdiction. In the event of any action or suit as to any matters of dispute between the parties, service of any process may be made upon the other party in the same manner as the giving of notices under Section 3.1 of this Agreement.

3.4 No Waiver, etc. Neither a failure nor a delay on the part of Lender in exercising any right, power or privilege under this Guaranty Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of Lender expressly specified herein are cumulative and not exclusive of any other rights, remedies or benefits which Lender may have under this Guaranty Agreement, at law, in equity, by statute, or otherwise.

3.5 Modification, etc. No modification, amend-ment or waiver of any provision of this Guaranty Agreement, nor the consent to any departure by Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by Lender, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on Guarantor in any case shall entitle Guarantor to any other or further notice or demand in the same, similar or other circumstances.

3.6 Severability. If any one or more of the provisions contained in this Guaranty Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall in no way be affected or impaired thereby.

3.7 Headings. Section headings used herein are for convenience of reference only and are not to affect the construction of, or be taken into consideration in interpreting, this Guaranty Agreement.

11

3.8 Counterparts. This Guaranty Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 3.2. Delivery of an executed signature page to this Guaranty Agreement by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart to this Guaranty Agreement.

3.9 Waiver of Jury Trial. EACH OF THE PARTIES HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN RESOLVING ANY CLAIM OR COUNTERCLAIM RELATING TO OR ARISING OUT OF THIS GUARANTY AGREEMENT OR THE SUBJECT MATTER HEREOF.

3.10 Right of Setoff. If an Event of Default under the Note shall have occurred and be continuing beyond applicable notice and cure periods, Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by Lender to or for the credit or the account of Guarantor against any or all of the obligations of Guarantor now or hereafter existing under this Guaranty Agreement and any other Note held by Lender, irrespective of whether or not Lender shall have made any demand under this Guaranty Agreement or the Note and although such obligations may be unmatured. The rights of Lender under this Section 3.10 are in addition to the other rights and remedies (including other rights of setoff) which Lender may have. Lender agrees to promptly notify Guarantor after any such setoff and application made by Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application.

[Remainder of page intentionally left blank]

12

IN WITNESS WHEREOF, Guarantor and Lender have executed this Guaranty Agreement as of the date first written above.

GUARANTOR:
By:
	Name: Grigorios Siokas
LENDER:
By:
	Name:

13

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Grigorios Siokas, certify that:

1.	I have reviewed this report on Form 10-Q of Cosmos Holdings Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

	Cosmos Holdings Inc.
Date: May 15, 2020	By:	/s/ Grigorios Siokas
		Grigorios Siokas
		Principal Executive Officer,
		Acting Principal Financial Officer
		and Acting Principal Accounting Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned hereby certifies that the Quarterly Report on Form 10-Q for the period ended March 31, 2020 of Cosmos Holdings Inc. (the "Company") fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in such Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	Cosmos Holdings Inc.
Date: May 15, 2020	By:	/s/ Grigorios Siokas
		Grigorios Siokas
		Principal Executive Officer,
		Acting Principal Financial Officer
		and Acting Principal Accounting Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Cosmos Holdings Inc. and will be retained by Cosmos Holdings Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

CONVERTIBLE DEBT (Tables)

3 Months Ended

Mar. 31, 2020

CONVERTIBLE DEBT (Tables)

Summary of convertible debt

	2020			2019
Beginning balance notes		1,500,000			365,513
New notes		-			1,500,000
Payments		(100,000	)		(365,513	)
Subtotal notes		1,400,000			1,500,000
Debt discount at year end		-			(29,509	)
Note payable net of discount		1,400,000			1,470,491

XML

PROPERTY AND EQUIPMENT, NET (Tables)

3 Months Ended

Mar. 31, 2020

PROPERTY AND EQUIPMENT, NET

Property and equipment, net

	March 31, 2020			December 31, 2019
Leasehold improvements	$	563,304		$	548,000
Vehicles		112,893			115,055
Furniture, fixtures and equipment		1,418,701			1,439,839
Computers and software		106,587			85,052
		2,201,485			2,187,946
Less: Accumulated depreciation and amortization		(496,452	)		(453,165	)
Total	$	1,705,033		$	1,734,781

XML

DISAGGREGATION OF REVENUE

3 Months Ended

Mar. 31, 2020

DISAGGREGATION OF REVENUE

NOTE 15 - DISAGGREGATION OF REVENUE

ASC 606-10-50-5 requires that entities disclose disaggregated revenue information in categories (such as type of good or service, geography, market, type of contract, etc.). ASC 606-10-55-89 explains that the extent to which an entity’s revenue is disaggregated depends on the facts and circumstances that pertain to the entity’s contracts with customers and that some entities may need to use more than one type of category to meet the objective for disaggregating revenue.

The Company disaggregates revenue by country to depict the nature and economic characteristics affecting revenue. The following table presents our revenue disaggregated by country for the three months ended:

Country	March 31, 2020		March 31, 2019
Belgium	$	-	$	-
Croatia		-		5,395
Denmark		-		57,657
France		1,091		42,061
Georgia		-		-
Germany		667,302		2,076,814
Greece		10,689,681		5,456,573
Hungary		36,140		49,912
Indonesia		-		-
Iraq		-		-
Ireland		35,113		132,417
Italy		6,041		73,437
Jordan		9,417		20,432
Netherlands		41,983		337,683
Poland		33,455		138,270
Turkey		28,398		24,695
UK		384,627		1,267,995
Total	$	11,933,248	$	9,683,341

XML

INTANGIBLE ASSETS (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Intangible assets	$ 263,790	$ 263,790
Less: Accumulated Amortization	58,054	(49,806)
Subtotal	205,736	213,984
Goodwill	49,697	49,697
Total	255,433	263,681
Trade Name / Mark [Member]
Intangible assets	36,997	36,997
Customer Base [Member]
Intangible assets	176,793	176,793
License [Member]
Intangible assets	$ 50,000	$ 50,000

XML

RELATED PARTY TRANSACTIONS (Details 1) - Loans Payable - Related Party [Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Beginning Balance	$ 1,026,264	$ 1,775,251
Proceeds	516,819	585,915
Payments	(49,572)	(262,226)
Conversion of debt		(1,050,000)
Reclassification of receivable		2,547
Foreign currency translation	(5,704)	(25,223)
Ending Balance	$ 1,487,807	$ 1,026,264

XML

CONVERTIBLE DEBT (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
CONVERTIBLE DEBT (Details)
Beginning balance notes	$ 1,500,000	$ 365,513
New notes		1,500,000
Payments	(100,000)	(365,513)
Subtotal notes	1,400,000	1,500,000
Debt discount at year end		(29,509)
Note payable net of discount	$ 1,400,000	$ 1,470,491

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2020	Dec. 31, 2019
CURRENT ASSETS:
Cash and cash equivalents	$ 984,881	$ 38,537
Accounts receivable, net	11,017,329	7,348,945
Accounts receivable - related party	738,283	1,919,043
Marketable securities	212,900	238,940
Inventory	3,414,734	3,474,220
Other investments	4,298	4,381
Prepaid expenses and other current assets	1,531,657	1,549,055
Prepaid expenses and other current assets - related party	2,343,924	5,940,124
Operating lease right-of-use asset	441,441	498,180
Financing lease right-of-use asset	132,494	167,310
TOTAL CURRENT ASSETS	20,821,941	21,178,735
Property and equipment, net	1,705,033	1,734,781
Goodwill and intangible assets, net	255,433	263,681
Other assets	689,756	702,439
TOTAL ASSETS	23,472,163	23,879,636
CURRENT LIABILITIES:
Accounts payable and accrued expenses	6,833,489	8,561,681
Accounts payable and accrued expenses - related party	35,162	240,302
Customer advances	170,990	247,318
Convertible notes payable, net of unamortized discount of $0 and $29,509, respectively	1,400,000	1,470,491
Notes payable	13,297,462	12,029,724
Notes payable - related party	1,346,376	1,375,532
Lines of credit	3,435,005	2,750,992
Loans payable - related party	1,487,807	1,026,264
Taxes payable	172,632	175,939
Operating lease liability, current portion	111,806	139,556
Financing lease liability, current portion	50,064	58,185
Other current liabilities	154,668	165,271
TOTAL CURRENT LIABILITIES	28,495,461	28,241,255
Share settled debt obligation	1,554,590	1,554,590
Operating lease liability, net of current portion	328,309	353,024
Financing lease liability, net of current portion	74,681	82,523
Other liabilities	107,023	109,073
TOTAL LIABILITIES	30,560,064	30,340,465
Commitments and Contingencies (see Note 13)
STOCKHOLDERS' DEFICIT:
Preferred stock, $0.001 par value; 100,000,000 shares authorized; 0 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively
Common stock, $0.001 par value; 300,000,000 shares authorized; 13,225,387 shares issued and 12,860,059 outstanding as of March 31, 2020 and December 31, 2019	13,225	13,225
Additional paid-in capital	13,525,749	13,525,749
Treasury stock, 365,328 shares as of March 31, 2020 and December 31, 2019	(411,854)	(411,854)
Accumulated deficit	(20,054,920)	(19,571,610)
Accumulated other comprehensive loss	(160,101)	(16,339)
TOTAL STOCKHOLDERS' DEFICIT	(7,087,901)	(6,460,829)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 23,472,163	$ 23,879,636

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (483,310)	$ (217,173)
Adjustments to Reconcile Net Loss to Net Cash Used In Operating Activities:
Depreciation and amortization expense	61,760	56,373
Amortization of right-of-use assets	38,248	69,632
Amortization of debt discounts	29,509	229,713
Lease expense	53,600
Interest on finance leases	2,301
(Gain) loss on change in fair value of equity investments	22,172	(606,125)
Changes in Assets and Liabilities:
Accounts receivable, net	(3,668,384)	(816,540)
Accounts receivable - related party	1,180,760	(269,447)
Inventory	59,486	452,208
Prepaid expenses and other current assets	17,398	290,663
Prepaid expenses and other current assets - related party	3,596,200	(31,767)
Other assets	12,683	8,551
Accounts payable and accrued expenses	(1,728,192)	349,271
Accounts payable and accrued expenses - related party	(205,140)	(10,884)
Customer advances	(76,328)	50,866
Other current liabilities	(10,603)	(41,426)
Lease liabilities	(41,542)	(27,417)
Taxes payable	(3,307)
Other liabilities	(2,050)	29,569
NET CASH USED IN OPERATING ACTIVITIES	(1,144,739)	(483,933)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets	(54,223)	(462,545)
Proceeds from sale of investments		333,014
NET CASH USED IN INVESTING ACTIVITIES	(54,223)	(129,531)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of convertible note payable	(100,000)	(365,513)
Proceeds from convertible note payable
Payment of related party note payable	(3,305)	(14,035)
Proceeds from note payable	1,310,000
Payment of related party loan	(49,572)	(38,175)
Proceeds from related party loan	516,819
Payment of lines of credit	(3,344,072)	(1,875,720)
Proceeds from lines of credit	4,079,719	2,518,913
Payments of finance lease liability	(19,886)	(8,121)
Purchase of treasury stock		(71,541)
NET CASH PROVIDED BY FINANCING ACTIVITIES	2,389,703	145,808
Effect of exchange rate changes on cash	(244,397)	(87,031)
NET CHANGE IN CASH	946,344	(554,687)
CASH AT BEGINNING OF PERIOD	38,537	864,343
CASH AT END OF PERIOD	984,881	309,656
Cash paid during the period:
Interest	124,178	119,770
Income tax	11,605
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Cancellation of pre-delivery shares issued for conversion of convertible notes payable		$ 574

XML

DISAGGREGATION OF REVENUE (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Revenue	$ 11,933,248	$ 9,683,341
Greece [Member]
Revenue	10,689,681	5,456,573
Belgium [Member]
Revenue
Croatia [Member]
Revenue		5,395
Denmark [Member]
Revenue		57,657
France [Member]
Revenue	1,091	42,061
Georgia [Member]
Revenue
Germany [Member]
Revenue	667,302	2,076,814
Hungary [Member]
Revenue	36,140	49,912
Indonesia [Member]
Revenue
Iraq [Member]
Revenue
Ireland [Member]
Revenue	35,113	132,417
Italy [Member]
Revenue	6,041	73,437
Jordan [Member]
Revenue	9,417	20,432
Netherlands [Member]
Revenue	41,983	337,683
Poland [Member]
Revenue	33,455	138,270
Turkey [Member]
Revenue	28,398	24,695
UK [Member]
Revenue	$ 384,627	$ 1,267,995

XML

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)			1 Months Ended	3 Months Ended
	Sep. 04, 2018	Aug. 08, 2017	Nov. 16, 2017	Mar. 31, 2020
Private Placement [Member]
Commitments and contingencies description		(1) a cash commission of 6% of the total gross proceeds for two named investors (2) a cash commission of 4% of total gross proceeds from five named investors and (3) excluding the five named investors in “(2)” a cash commission equal to 8% of the total gross proceeds from the Offering and the issuance to the Agent or its designees of warrants covering 8% of the shares of common stock issued or issuable by the Company in the Offering. Additionally, the Agent will receive a cash fee of 8% payable within 5 business days, but only in the event of, the receipt by the Company of any cash proceeds from the exercise of any warrants with an expiration equal to or less than 24 months sold in the Offering.
Cash commission description	In connection with the Company’s September 4, 2018 Note offering, the Agent received a cash commission for this transaction of $140,000, equal to seven (7%) percent of the total gross proceeds of the offering and the issuance of five-year warrants to purchase seven (7%) percent of the shares of common stock issued or issuable in this offering (excluding shares of common stock issuable upon exercise of any warrants issued to investors, or 26,056 shares		In connection with the Company’s November 16, 2017 Note offering, the Agent received a cash commission of $240,000, equal to eight (8%) percent of the total gross proceeds of the offering and the issuance of five-year warrants to purchase eight (8%) percent of the shares of common stock issued or issuable in the offering (excluding shares of common stock issuable upon exercise of any warrants issued to investors, or 53,600 shares)
Intellectual property sale agreement [Member] | Anastasios Tsekas and Olga Parthenea Georgatsou [Member] | On October 1, 2016 [Member]
Operating lease periodic payment				$ 1,500
Common stock shares issuable upon conversion of debt/convertible securities				200,000
Intellectual property sale agreement [Member] | Anastasios Tsekas and Olga Parthenea Georgatsou [Member] | On October 1, 2016 [Member] | Conclusion of Preclinical Trials [Member]
Common stock shares issuable upon conversion of debt/convertible securities				50,000
Intellectual property sale agreement [Member] | Anastasios Tsekas and Olga Parthenea Georgatsou [Member] | On October 1, 2016 [Member] | conclusion of Phase I testing [Member]
Common stock shares issuable upon conversion of debt/convertible securities				50,000
Intellectual property sale agreement [Member] | Anastasios Tsekas and Olga Parthenea Georgatsou [Member] | On October 1, 2016 [Member] | Conclusion of Phase III testing [Member]
Common stock shares issuable upon conversion of debt/convertible securities				50,000
Intellectual property sale agreement [Member] | Anastasios Tsekas and Olga Parthenea Georgatsou [Member] | On October 1, 2016 [Member] | Conclusion of Phase II testing [Member]
Common stock shares issuable upon conversion of debt/convertible securities				50,000
Advisory Agreement [Member] | SkyPharm [Member] | April 18, 2018 [Member]
Term of operating lease				10 years
Annually operating lease amount				$ 104,000

XML

DEBT (Details Narrative)								1 Months Ended										3 Months Ended				12 Months Ended
	Dec. 06, 2019 USD ($)	May 12, 2018 USD ($)	May 12, 2017 USD ($)	May 05, 2017 USD ($)	Apr. 10, 2017 USD ($)	Mar. 16, 2017 USD ($)	Aug. 04, 2016 USD ($) shares	Mar. 23, 2020 USD ($)	Feb. 27, 2020 USD ($)	Feb. 25, 2020 USD ($)	Jan. 27, 2020 USD ($)	Oct. 23, 2019 USD ($)	Oct. 17, 2018 USD ($)	May 31, 2018 USD ($)	Mar. 23, 2017 USD ($) shares	Mar. 20, 2017 USD ($)	Nov. 16, 2015 USD ($)	Mar. 31, 2020 USD ($) shares	Mar. 31, 2020 CAD ($) shares	Mar. 31, 2019 USD ($)	Sep. 30, 2018 USD ($)	Dec. 31, 2019 USD ($) shares	Dec. 31, 2018 USD ($)	Dec. 20, 2018	Dec. 19, 2018 USD ($)	Apr. 02, 2018 USD ($)	Mar. 31, 2018 USD ($)	Jan. 18, 2018 USD ($)	Dec. 31, 2017 USD ($)	Nov. 16, 2017 USD ($)	Jul. 31, 2017 USD ($)	Jan. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Nov. 30, 2016 USD ($)	Oct. 31, 2016 USD ($)	Sep. 30, 2016 USD ($)	Sep. 13, 2016 USD ($)
Convertible notes payable, principal amount																		$ 35,000
Accured interest expense																		(412,055)		$ (259,712)
Amortization of debt discount																		29,509		$ 229,713		$ 90,491
TFF [Member]
Short term debt borrowing capacity																		$ 15,000,000
Libor rate description																		(i) all lending in U.S. dollars is the one-month LIBOR plus six (6%) percent margin; and (ii) for all lending in Euro, the one-month Euribor Rate plus six (6%) percent per annum, commencing June 1, 2018	(i) all lending in U.S. dollars is the one-month LIBOR plus six (6%) percent margin; and (ii) for all lending in Euro, the one-month Euribor Rate plus six (6%) percent per annum, commencing June 1, 2018
CEO [Member]
Percentage of wholly-owned subsidiary shares																						51.00%
Trade Facility [Member]
Debt outstanding amount																											$ 5,866,910
Payment of interest and principal														$ 1,123,600
Synthesis facility agreement [Member] | TFF [Member]
Accrued interest													$ 524,094
Debt outstanding amount													$ 5,629,555
Description for amendment to agreement under ASU 470-50													The Company evaluated the amended agreement under ASC 470-50 and concluded that it did not meet the 10% cash flow test and recorded debt modification expense of $138,110
Debt modification expense													$ 138,110
Synthesis facility agreement [Member] | TFF [Member] | Principal balance 1 [Member]
Maturity date													Aug. 31, 2021
Accrued interest																		$ 9,918				$ 10,000
Debt split, balance													$ 2,000,000					2,203,200				2,245,400
Interest rate description													6% per annum plus one-month Euribor, when it is positive, on the Euro balance
Repayment of debt, periodic payments													$ 125,000
Frequency of periodic payments													Quarterly
Synthesis facility agreement [Member] | TFF [Member] | Principal balance 2 [Member]
Maturity date													Aug. 31, 2021
Accrued interest																		33,562				12,661
Debt split, balance													$ 4,000,000					4,000,000				4,000,000
Interest rate description													6% per annum plus one month Libor on the USD balance
Repayment of debt, periodic payments													$ 150,000
Frequency of periodic payments													Quarterly
Distribution and Equity Acquisition Agreement [Member] | Marathon Global Inc [Member] | Gross Sales One [Member]
Cash received upon gross sales																			$ 2,750,000
Gross sales																			13,000,000
Distribution and Equity Acquisition Agreement [Member] | Marathon Global Inc [Member] | Gross Sales [Member]
Cash received upon gross sales																			2,750,000
Gross sales																			$ 6,500,000
July 24, 2019 [Member] | Senior Promissory Notes [Member] | Subsequent Event [Member]
Convertible notes payable, principal amount																		$ 750,000
Maturity date																		Jul. 24, 2020	Jul. 24, 2020
Accured interest expense																		$ 77,673				$ 49,625
Due to related party																		750,000				750,000
August 1, 2019 [Member] | Senior Promissory Notes [Member]
Convertible notes payable, principal amount																		500,000				500,000
Loans payable																		$ 1,500,000
Maturity date																		Aug. 01, 2020	Aug. 01, 2020
Accrued interest																		$ 50,137				$ 31,438
Description for the payment of installments																		The Company may prepay the August Note within the first six (6) months by payment of unpaid interest for the first six (6) months and, after six (6) months, with a two (2%) percent ($10,000) premium.	The Company may prepay the August Note within the first six (6) months by payment of unpaid interest for the first six (6) months and, after six (6) months, with a two (2%) percent ($10,000) premium.
Interest rate																		15.00%	15.00%
October 23, 2019 [Member] | Senior Promissory Notes [Member]
Convertible notes payable, principal amount																		$ 250,000
Loans payable																		$ 2,000,000
Maturity date																		Oct. 23, 2020	Oct. 23, 2020
Principal balance																		$ 250,000				$ 250,000
Accrued interest																		$ 17,054				$ 7,705
Description for the payment of installments																		The Company may prepay the October Note within the first six (6) months by payment of unpaid interest for the first six (6) months and, after six (6) months, with a two (2%) percent ($5,000) premium.	The Company may prepay the October Note within the first six (6) months by payment of unpaid interest for the first six (6) months and, after six (6) months, with a two (2%) percent ($5,000) premium.
Interest rate																		15.00%	15.00%
On April 18, 2018 [Member]
Maturity date																		Dec. 31, 2021	Dec. 31, 2021
Accrued interest																		$ 651,611				$ 609,607
Debt outstanding amount																		3,078,442				3,078,442
Gain on debt settlement																		$ 23,354
Libor rate description																		Additionally the interest rate was amended such that the interest rate for all advances is 4% plus the 3-Month Libor rate	Additionally the interest rate was amended such that the interest rate for all advances is 4% plus the 3-Month Libor rate
Loan Facility July 6, 2017 [Member]
Fees forgiven related to advance																		$ 40,000
Marathon [Member]
Shares issued for settlement of debt | shares																		796,155	796,155
Distribution and equity acquisition agreement, description																		As consideration for its services, Company received: (a) a 33 1/3% equity interest or 5 million shares in Marathon as partial consideration for the Company’s distribution services; and (b) received cash of CAD $2,000,000, subject to repayment in Common Shares of the Company if it fails to meet certain performance milestones. The Company is entitled to receive an additional CAD $2,750,000 upon the Company’s receipt of gross sales of CAD $6,500,000 and an additional CAD $2,750,000 upon receipt of gross sales of CAD $13,000,000.	As consideration for its services, Company received: (a) a 33 1/3% equity interest or 5 million shares in Marathon as partial consideration for the Company’s distribution services; and (b) received cash of CAD $2,000,000, subject to repayment in Common Shares of the Company if it fails to meet certain performance milestones. The Company is entitled to receive an additional CAD $2,750,000 upon the Company’s receipt of gross sales of CAD $6,500,000 and an additional CAD $2,750,000 upon receipt of gross sales of CAD $13,000,000.
Settlement amount																		$ 1,554,590
Cash received																						$ 2,000,000
Grigorios Siokas [Member] | Senior Promissory Note [Member] | January Note [Member]
Convertible notes payable, principal amount																		250,000
Repayment of debt description											The Company may prepay the January Note within the first six (6) months by payment of unpaid interest for the first six (6) months and, after six (6) months, with a two (2%) percent ($5,000) premium.
Loans payable																		2,500,000
Maturity date											May 15, 2020
Principal balance																		250,000
Accrued interest																		2,226				$ 139,530
Interest rate											5.00%													4.70%
Grigorios Siokas [Member] | Senior Promissory Note [Member] | February and March 2020 Notes [Member]
Convertible notes payable, principal amount								$ 35,000	$ 25,000
Repayment of debt description								The Company may prepay the Quarter-1 Notes within the first six (6) months by payment of unpaid interest for the first six (6) months and, after six (6) months, with a two (2%) percent ($500 and $700, respectively) premium.	The Company may prepay the Quarter-1 Notes within the first six (6) months by payment of unpaid interest for the first six (6) months and, after six (6) months, with a two (2%) percent ($500 and $700, respectively) premium.
Loans payable								$ 2,750,000	$ 2,750,000
Maturity date				Sep. 30, 2017		Apr. 16, 2017		Dec. 31, 2020	Dec. 31, 2020							Apr. 20, 2017
Principal balance																		25,000
Accured interest expense																		159
Debt outstanding amount																		35,000
Grigorios Siokas [Member] | Senior Promissory Note [Member] | February Note [Member]
Convertible notes payable, principal amount										$ 1,000,000
Maturity date				Sep. 30, 2017		Apr. 16, 2017				Apr. 30, 2020						Apr. 20, 2017
Principal balance																		1,000,000
Accrued interest										$ 17,754
Interest rate										18.00%
Grigorios Siokas [Member] | Loan facility agreement [Member] | Synthesis facility agreement [Member]
Common stock shares issuable upon conversion of debt/convertible securities | shares							10,000,000
Unaffiliated Third Party [Member] | Senior Promissory Notes [Member] | December 6, 2019 [Member]
Convertible notes payable, principal amount	$ 250,000																	250,000				250,000
Maturity date	Mar. 31, 2020			Sep. 30, 2017		Apr. 16, 2017										Apr. 20, 2017
Accured interest expense																		4,007				$ 890
Interest rate	5.00%			10.00%		10.00%										10.00%
Description for the payment of installments	The Company is currently in discussions with the lender to extend the maturity date and is not in default. The Company may prepay the December Note after six (6) months, with a two (2%) percent ($5,000) premium.
Short term debt borrowing capacity	$ 2,250,000			$ 34,745		$ 50,000										$ 120,220
Unaffiliated Third Party [Member] | Senior Promissory Notes [Member] | October 23, 2019 [Member]
Convertible notes payable, principal amount												$ 250,000						250,000				250,000
Maturity date				Sep. 30, 2017		Apr. 16, 2017						Oct. 23, 2020				Apr. 20, 2017
Accrued interest						$ 14,138										$ 16,857		17,054				$ 7,705
Interest rate				10.00%		10.00%						15.00%				10.00%
Description for the payment of installments												The Company may prepay the October Note within the first six (6) months by payment of unpaid interest for the first six (6) months and, after six (6) months, with a two (2%) percent ($5,000) premium.
Short term debt borrowing capacity				$ 34,745		$ 50,000						$ 2,000,000				$ 120,220
Unaffiliated Third Party [Member] | Senior Promissory Notes [Member] | April 1, 2019 [Member]
Convertible notes payable, principal amount																		$ 250,000				$ 250,000
Repayment of debt description																		The Company may prepay the Notes within the first six (6) months by payment of unpaid interest for the first six (6) months interest and after six (6) months, with a (2%) percent ($5,000) premium on each note.	The Company may prepay the Notes within the first six (6) months by payment of unpaid interest for the first six (6) months interest and after six (6) months, with a (2%) percent ($5,000) premium on each note.
Maturity date																		Apr. 01, 2020	Apr. 01, 2020
Accrued interest																						$ 0
Interest rate																		15.00%	15.00%
Debt outstanding amount																		$ 250,000				250,000
Unaffiliated Third Party [Member] | Senior Promissory Notes [Member] | April 3, 2019 [Member]
Convertible notes payable, principal amount																						$ 250,000
Repayment of debt description																		The Company may prepay the Notes within the first six (6) months by payment of unpaid interest for the first six (6) months interest and after six (6) months, with a (2%) percent ($5,000) premium on each note.	The Company may prepay the Notes within the first six (6) months by payment of unpaid interest for the first six (6) months interest and after six (6) months, with a (2%) percent ($5,000) premium on each note.
Maturity date																		Apr. 03, 2020	Apr. 03, 2020
Accured interest expense																		$ 37,447			$ (156,362)	$ 9,452
Accrued interest																		$ 18,801				28,098
Interest rate																		15.00%	15.00%
Debt outstanding amount																						250,000
Unaffiliated Third Party [Member] | Senior Promissory Notes [Member] | April 9, 2019 [Member]
Convertible notes payable, principal amount																		$ 250,000				$ 250,000
Repayment of debt description																		The Company may prepay the Note within the first six (6) months by payment of unpaid interest for the first six (6) months and after six (6) months, with a two (2%) percent ($5,000) premium.	The Company may prepay the Note within the first six (6) months by payment of unpaid interest for the first six (6) months and after six (6) months, with a two (2%) percent ($5,000) premium.
Maturity date																		Apr. 09, 2020	Apr. 09, 2020
Accrued interest																		$ 36,780				$ 27,431
Interest rate																		15.00%	15.00%
Debt outstanding amount																		$ 250,000
Due from related party																		500,000
SkyPharm [Member] | Trade Facility [Member]
Short term debt borrowing capacity			$ 2,203,200
Debt outstanding amount														$ 5,369,678
Description for the repayment			The total facility will be calculated as 95% of the agreed upon value of Decahedrons receivables.
Term of credit facility			12 months
Credit facility origination fee, percentage			2.00%
Monthly credit fee, percentage			1.00%
Proceeds from debt		$ 247,117
SkyPharm [Member] | Trade Facility [Member] | Minimum [Member]
Short term debt borrowing capacity																														$ 2,291,200
SkyPharm [Member] | Trade Facility [Member] | Maximum [Member]
Short term debt borrowing capacity																														$ 6,736,200
SkyPharm [Member] | MediHelm S.A. [Member]
Amortization of debt discount
SkyPharm [Member] | Amendment to loan facility agreement [Member]
Short term debt borrowing capacity																																					$ 1,533,020
Debt outstanding amount																																					$ 240,251
SkyPharm [Member] | Bridge Loans [Member]
Maturity date				Sep. 30, 2017		Apr. 16, 2017										Apr. 20, 2017
Accrued interest																		29,950				27,627
Interest rate				10.00%		10.00%										10.00%
Short term debt borrowing capacity				$ 34,745		$ 50,000										$ 120,220		50,000				50,000
Debt outstanding amount						$ 50,000										$ 106,542		1,065,422				106,542
Amended maturity date						May 16, 2017										May 20, 2017
Gain on debt settlement																$ 19,695
Additional gain on settlement of debt																4,668
Loan fixed payoff amount																$ 106,542
SkyPharm [Member] | Bridge Loans [Member] | May 5 2017 [Member]
Accrued interest																		6,579				5,043
Debt outstanding amount																		34,745				34,745
SkyPharm [Member] | Second amendment to loan facility agreement [Member]
Maturity date															Aug. 04, 2016
Interest rate															10.00%
Short term debt borrowing capacity															$ 2,664,960														$ 70,000		$ 382,327	$ 155,516	$ 452,471	$ 250,000	$ 100,000	$ 174,000
Description for the repayment															The amounts owed under the Loan Facility shall be repayable upon the earlier of (i) seventy five days following the demand of the Lender; or (ii) August 31, 2018
Common stock shares issuable upon conversion of debt/convertible securities | shares															1,000,000
SkyPharm [Member] | Loan facility agreement [Member]
Interest rate							10.00%
Short term debt borrowing capacity							$ 1,292,769
Description for the repayment							The amounts owed under the Loan Facility were repayable upon the earlier of (i) three months following the demand of the lender; or (ii) August 31, 2018. No prepayment is permitted pursuant to the terms of the Loan Facility
SkyPharm [Member] | Decahedron [Member] | Trade Facility [Member]
Short term debt borrowing capacity					$ 3,424,850
Description for the repayment					The total facility will be calculated as 95% of the agreed upon value of Decahedrons receivables
Term of credit facility					12 months
Credit facility origination fee, percentage					2.00%
Monthly credit fee, percentage					1.00%
Panagiotis Drakopoulos [Member] | Loan agreement [Member]
Maturity date																	Nov. 15, 2016
Accrued interest																		4,805				4,677
Interest rate																	6.00%
Short term debt borrowing capacity																	$ 42,832
Debt outstanding amount																		$ 14,321				14,595
Accured interest of loan
Outstanding balance of promissory notes

XML

DEBT (Tables)

3 Months Ended

Mar. 31, 2020

DEBT (Tables)

Summary of debt

March 31, 2020	Loan Facility		Bridge Loans		Trade Facility			Third Party			Total
Beginning balance	$	3,078,442	$	191,287	$	6,245,400		$	2,514,595		$	12,029,724
Proceeds		-		-		-			1,310,000			1,310,000
Payments		-		-		-			(227,912	)		(227,912	)
Foreign currency translation		-		-		(42,200	)		(62	)		(42,262	)
Ending Balance	$	3,078,442	$	191,287	$	6,203,200		$	3,824,533		$	13,297,462

December 31, 2019	Loan Facility		Bridge Loans		Trade Facility			Third Party			Total
Beginning balance	$	3,078,442	$	191,287	$	6,291,199		$	242,805		$	9,803,733
Proceeds		-		-		-			2,500,000			2,500,000
Payments		-		-		-			(227,912	)		(227,912	)
Foreign currency translation		-		-		(45,799	)		(298	)		(46,097	)
Ending Balance	$	3,078,442	$	191,287	$	6,245,400		$	2,514,595		$	12,029,724

XML

ORGANIZATION NATURE OF BUSINESS AND GOING CONCERN (Details)	3 Months Ended
	Mar. 31, 2020
Furniture, fixtures and equipment [Member] | Minimum [Member]
Estimated Useful Life	5 years
Furniture, fixtures and equipment [Member] | Maximum [Member]
Estimated Useful Life	10 years
Computers and software [Member] | Minimum [Member]
Estimated Useful Life	3 years
Computers and software [Member] | Maximum [Member]
Estimated Useful Life	5 years
Leasehold improvements and technical works [Member]
Estimated Useful Life	Lesser of lease term or 40 years
Machinery [Member]
Estimated Useful Life	20 years
Vehicles [Member]
Estimated Useful Life	6 years

XML

INVESTMENTS (Details Narrative)	1 Months Ended				3 Months Ended			12 Months Ended
	Mar. 23, 2020 USD ($)	Feb. 25, 2020 USD ($)	Jan. 27, 2020 USD ($)	Jul. 16, 2018 USD ($) shares	Mar. 31, 2020 USD ($) $ / shares shares	Mar. 31, 2020 EUR (€)	Mar. 31, 2020 CAD ($)	Dec. 31, 2018	Dec. 31, 2019 USD ($)	Jun. 30, 2019	May 17, 2018 shares
Net unrealized loss on fair value investment					$ 3,272
Marathon Global Inc [Member]
Gain on exchange of investment					1,953,000
Kaneh Bosm Biotechnology Inc [Member] | Share Exchange Agreement [Member]
Transfer of shares | shares											2,500,000
Kaneh Bosm Biotechnology Inc [Member] | Share Exchange Agreement [Member] | Canadian Securities Exchange [Member]
Exchange of shares | shares											5,000,000
Share exchange agreement [Member] | ICC [Member]
Net unrealized loss on fair value investment					18,900
Investement					$ 14,100				$ 33,000
Equity method investment shares acquired | shares				5,000,000
Description for ownership percentage				The ten million shares of ICC owned by the Company constituted approximately 7% of the 141,219,108 shares of capital stock of KBB then issued and outstanding. The Company does not have the ability to exercise significant influence over ICC
Additional shares issued | shares					3,000,000
Share exchange agreement [Member] | Marathon Global Inc [Member]
Shares of Marathon transferred by company to KBB | shares				2,500,000
Gain on exchange of investment				$ 2,092,200
Distribution and Equity Acquisition Agreement [Member] | Marathon Global Inc [Member]
Equity interest acquired description					a 33 1/3% equity interest or 5 million shares in Marathon as partial consideration for the Company’s distribution services	a 33 1/3% equity interest or 5 million shares in Marathon as partial consideration for the Company’s distribution services	a 33 1/3% equity interest or 5 million shares in Marathon as partial consideration for the Company’s distribution services	a 33 1/3% equity interest or 5 million shares in Marathon as partial consideration for the Company’s distribution services
Cash received upon repayment for purchase common stock							$ 2,000,000
Distribution and Equity Acquisition Agreement [Member] | Marathon Global Inc [Member] | Gross Sales One [Member]
Cash received upon gross sales							2,750,000
Gross sales							13,000,000
Distribution and Equity Acquisition Agreement [Member] | Marathon Global Inc [Member] | Gross Sales [Member]
Cash received upon gross sales							2,750,000
Gross sales							$ 6,500,000
Marketable securities - Divsersa S.A. [Member]
Closing price of shares | $ / shares					$ 4.91
Shares issued as marketable securities | shares					40,000
Marketable securities - National Bank of Greece [Member]
Closing price of shares | $ / shares					$ 0.33
Marketable securities					$ 2,275
Shares issued as marketable securities | shares					16,666
Cosmo Farmacy LP [Member]
Investement					$ 165,195
Initial share capital | €						€ 150,000
Initial share capital increased | €						500,000
Pharmacy license value | €						€ 350,000
Maturity period of license					30 years	30 years	30 years
Ownership equity										70.00%
cash contributed to limited partner | €						€ 150,000
Equity ownership remaining										30.00%

XML

DEBT

3 Months Ended

Mar. 31, 2020

DEBT

NOTE 11 - DEBT

A summary of the Company’s third-party debt during the three months ended March 31, 2020 and the year ended December 31, 2019 is presented below:

March 31, 2020	Loan Facility		Bridge Loans		Trade Facility			Third Party			Total
Beginning balance	$	3,078,442	$	191,287	$	6,245,400		$	2,514,595		$	12,029,724
Proceeds		-		-		-			1,310,000			1,310,000
Payments		-		-		-			(227,912	)		(227,912	)
Foreign currency translation		-		-		(42,200	)		(62	)		(42,262	)
Ending Balance	$	3,078,442	$	191,287	$	6,203,200		$	3,824,533		$	13,297,462

December 31, 2019	Loan Facility		Bridge Loans		Trade Facility			Third Party			Total
Beginning balance	$	3,078,442	$	191,287	$	6,291,199		$	242,805		$	9,803,733
Proceeds		-		-		-			2,500,000			2,500,000
Payments		-		-		-			(227,912	)		(227,912	)
Foreign currency translation		-		-		(45,799	)		(298	)		(46,097	)
Ending Balance	$	3,078,442	$	191,287	$	6,245,400		$	2,514,595		$	12,029,724

On November 16, 2015, the Company entered into a Loan Agreement with Panagiotis Drakopoulos, former Director and former Chief Executive Officer, pursuant to which the Company borrowed €40,000 ($42,832) as a note payable from Mr. Drakopoulos. The note bears an interest rate of 6% per annum and was due and payable in full on November 15, 2016. As of December 31, 2019, the Company had an outstanding principal balance of €13,000 ($14,595) and accrued interest of €4,166 ($4,677). As of March 31, 2020, the Company had an outstanding principal balance of €13,000 ($14,321) and accrued interest of €4,362 ($4,805).

Loan Facility Agreement

On August 4, 2016, the Company’s wholly owned subsidiary SkyPharm entered into a Loan Facility Agreement, guaranteed by Grigorios Siokas, with Synthesis Peer-To Peer-Income Fund (the “Loan Facility” the “Lender”). The Loan Facility initially provided SkyPharm with a credit facility of up to $1,292,769 (€1,225,141). Any advance under the Loan Facility accrues interest at a rate of 10% per annum and requires quarterly interest payments commencing on September 30, 2016. The amounts owed under the Loan Facility shall be repayable upon the earlier of (i) three months following the demand of the Lender; or (ii) August 31, 2018. No prepayment is permitted pursuant to the terms of the Loan Facility. The Synthesis Facility Agreement as amended is secured by a personal guaranty of Grigorios Siokas, which is secured by a pledge of 1,000,000 shares of common stock of the Company owned by Mr. Siokas.

On September 13, 2016, SkyPharm entered into a First Deed of Amendment with the Loan Facility increasing the maximum loan amount to $1,533,020 as a result of the Lender having advanced $240,251 (€227,629) to SkyPharm.

On March 23, 2017, SkyPharm entered into an Amended and Restated Loan Facility Agreement (the “A&R Loan Facility”), with the Loan Facility which increased the loan amount to an aggregate total of $2,664,960 (€2,216,736) as a result of the lender having advanced $174,000 (€164,898) in September 2016, $100,000 (€94,769) in October 2016, $250,000 (€236,922) in November 2016, $452,471 (€428,800) in December 2016, $155,516 (€129,360) in January 2017, $382,327 (€318,023) in July 2017 and $70,000 (€58,227) in December 2017. The A&R Loan Facility amends and restates certain provisions of the Loan Facility Agreement, dated as of August 4, 2016, by and among the same parties. Advances under the A&R Loan Facility continue to accrue interest at a rate of 10% per annum from the applicable date of each drawdown and require quarterly interest payments. The A&R Facility now permits prepayments at any time. The amounts owed under the A&R Loan Facility were repayable upon the earlier of (i) seventy-five days following the demand of the Lender; or (ii) August 31, 2018. The A&R Loan Facility is secured by a personal guaranty of Grigorios Siokas, which is secured by a pledge of 1,000,000 shares of common stock of the Company owned by Mr. Siokas (the “Pledged Shares”). The A&R Loan Facility was also amended to provide additional affirmative and negative covenants of Sky Pharm and the Guarantor during the term of loans remain outstanding, including, but not limited to, the consent of the Lender in connection with (i) the Company or any of its subsidiaries incurring any additional indebtedness; or (ii) in the event of any increase in the Company’s issued and outstanding shares of Common Stock, the Pledged Shares shall be increased to an amount equal to a minimum of ten percent (10%) of the issued and outstanding shares of the Company.

On April 18, 2018, the Company entered into an amendment with the Lender that was effective as of January 1, 2018, pursuant to which the maturity dates for all advances was extended to December 31, 2021. Additionally, the interest rate was amended such that the interest rate for all advances is 4% plus the 3-Month Libor rate. The Loan Facility also forgave €35,060 ($40,000) in fees related to the July 6, 2017 advance. As a result, the Company reduced the unamortized portion of debt discount that related to those fees and recorded a gain on debt settlement of €19,763 ($23,354).

As of December 31, 2019, the outstanding balance under the A&R Loan Facility was $3,078,442 (€2,741,999) and accrued interest expense of $609,607 (€542,983) has been recorded. As of March 31, 2020, the outstanding balance under this note was $3,078,442 (€2,794,519) and accrued interest expense of $651,611 (€591,514) has been recorded.

Bridge Loans

On March 16, 2017 and March 20, 2017, SkyPharm entered into loan agreements with the Synthesis Peer-To Peer-Income Fund (the “Bridge Loans”). The Bridge Loans provided to SkyPharm loans of €41,590 ($50,000) and €100,000 ($120,220), respectively, during the year ended December 31, 2017. The Bridge Loans accrue interest at a rate of 10% per annum and were repayable on April 16, 2017 and April 20, 2017, respectively, together with all other amounts then accrued and unpaid. On April 16, 2017, the maturity dates were amended for no additional consideration or change in terms and conditions. The maturity dates of both loans were amended, and they matured on May 16, 2017 and May 20, 2017, respectively. Pursuant to the April 18, 2018 agreement and effective January 1, 2018, the Company reached an agreement with Synthesis Peer-To-Peer Income Fund such that the March 20, 2017 loan would have a fixed USD payoff amount of $106,542. As a result of this agreement the Company recorded a gain on settlement of debt of €16,667 ($19,695) related to the reduction of the USD payoff amount and an additional gain on settlement of debt of €3,950 ($4,668) related to interest that had accrued on the original amount of the loan. The Company has accrued interest expense of an aggregate total of €24,608 ($27,627) for both loans and the outstanding balances of these loans was €45,809 ($50,000) and €83,333 ($106,542), respectively, as of December 31, 2019. The Company has accrued interest expense of an aggregate total of €27,187 ($29,950) for both loans and the outstanding balances of these loans was €45,389 ($50,000) and €896,715 ($106,542), respectively, as of March 31, 2020.

On May 5, 2017, SkyPharm entered into a loan agreement with Synthesis Peer-To-Peer Income Fund for €31,388 ($34,745). The loan accrues interest at a rate of 10% per annum and matured on September 30, 2017. The Company has accrued interest expense of €5,437 ($6,104) and the outstanding balance on this loan was €31,388 ($34,745) as of December 31, 2019. The Company has accrued interest expense of €5,972 ($6,579) and the outstanding balance on this loan was €31,541 ($34,745) as of March 31, 2020.

On April 18, 2018, the Company entered into an amendment pursuant to which the maturity dates for all of the above Bridge Loan advances were extended to December 31, 2021 for no additional consideration. Additionally, the interest rate was amended such that, effective January 1, 2018, the interest rate for all advances is 4% plus the 3-Month Libor rate.

Trade Facility Agreements

On April 10, 2017, Decahedron entered into a Trade Finance Facility Agreement (the “Decahedron Facility”) with Synthesis Structured Commodity Trade Finance Limited (the “Lender”). The Decahedron Facility provides the following material terms:

· The Lender will provide Decahedron a facility of up to €2,750,000 ($3,424,850) secured against Decahedron’s receivables from the sale of branded and generic pharmaceutical sales.

· The total facility will be calculated as 95% of the agreed upon value of Decahedron’s receivables.

· The term of the Decahedron Facility will be for 12 months.

· The obligations of Decahedron are guaranteed by the Company pursuant to a Cross Guarantee and Indemnity Agreement.

· The Lender has the right to make payments directly to Decahedron’s suppliers.

· The following fees should be paid in connection with the Decahedron Facility:

o 2% of the maximum principal amount as an origination fee.

o A one percent (1%) monthly fee.

The current draw on the Decahedron Facility is $0.

On May 12, 2017, SkyPharm entered into a Trade Finance Facility Agreement (the “SkyPharm Facility”) with Synthesis Structured Commodity Trade Finance Limited (the “Lender”). The SkyPharm Facility provides the following material terms:

· The Lender will provide SkyPharm a facility of up to €2,000,000 ($2,203,200) secured against SkyPharm’s receivables from the sale of branded and generic pharmaceutical sales. In the event that accounts receivable become uncollectible, the Company will be obligated to pay back the notes in full.

· The total facility will be calculated as 95% of the agreed upon value of Decahedron’s receivables.

· The term of the SkyPharm Facility will be for 12 months.

· The obligations of SkyPharm are guaranteed by the Company pursuant to a Cross Guarantee and Indemnity Agreement.

· The Lender has the right to make payments directly to SkyPharm’s suppliers.

· The following fees should be paid in connection with the SkyPharm Facility:

o 2% of the maximum principal amount as an origination fee.

o A one percent (1%) monthly fee.

The Company obtained consents from Synthesis Peer-to-Peer Income Fund in connection with obtaining the Lender.

On November 16, 2017, SkyPharm signed an amended agreement with Synthesis Structured Commodity Trade Finance Limited that increased the maximum aggregate facility limit from €2,000,000 ($2,291,200) to €6,000,000 ($6,736,200). All other terms of the original agreement remain the same. The Company also obtained consents from Synthesis Peer-to-Peer Income Fund in connection with obtaining the November 2017 convertible debt financing.

On May 12, 2018, the Company borrowed an additional €270,000 ($247,117) in funds.

On May 16, 2018, SkyPharm S.A., as Commodity Buyer, entered into a Supplemental Deed of Amendment (the “Deed”) relating to a Trade Finance Facility dated May 12, 2017, as amended, with Synthesis Structured Commodity Trade Finance Limited (“Synthesis”), as Loan Receivables Originator. Under the Trade Finance Facility (the “TFF”) first entered into on May 12, 2017, as amended, there was a principal balance of €5,866,910 ($5,369,678) outstanding as of March 31, 2018. SkyPharm made a payment of €1,000,000 ($1,123,600) of interest and principal on May 31, 2018 under the terms and conditions of the Deed. Additionally, the maturity date for the facility has been amended such that, the full principal amount is to be repaid no later than May 31, 2021, subject to a repayment schedule to be agreed upon by SkyPharm and Synthesis Structure Commodity Trade Finance Limited. Synthesis Structure Commodity Trade Finance Limited may extend this final repayment date at its sole discretion. 

The TFF was amended to provide, among other things:

· A listing of approved purchasers;

· To permit SkyPharm to request Synthesis to make payments under the TFF directly to SkyPharm so that SkyPharm can discharge its obligations to a commodity seller directly;

· To prohibit SkyPharm from entering into a commodity contract which grants more than seventy-five (75) days delay between the payment for products and receipt of the purchase price and placed other limitations on terms of commodity contracts;

· If Grigorios Siokas, CEO of Cosmos Holdings Inc. (“Cosmos”), ceases to own or control at least fifty-one (51%) percent of the shares of Cosmos, or SkyPharm ceases to be a wholly-owned subsidiary of Cosmos, either event shall constitute an Event of Default (as defined);

· The maximum aggregate amount of the TFF is €15,000,000, although there is no commitment for any future loans under the TFF;

· The interest rate on the TFF for: (i) all lending in U.S. dollars is the one-month LIBOR plus six (6%) percent margin; and (ii) for all lending in Euro, the one-month Euribor Rate plus six (6%) percent per annum, commencing June 1, 2018.

· Synthesis is permitted to terminate the TFF at any time and demand repayment of all outstanding principal and interest in full within six (6) months from the date of notification.

The Deed is conditioned upon, among other things, execution and perfection of a Bulgarian Amended Pledge (“BAP”) having priority over the Bulgarian Pledge Accounts with Unicredit Bulbank AD; and the Approved Purchasers are to make all payments to SkyPharm directly to the BAP.

On May 16, 2018, SkyPharm and Synthesis also entered into an Account Merge Agreement (the “Pledge”) as a requirement under the above-described Deed. Under the Pledge, Synthesis is to receive a first ranking securities interest in SkyPharm’s outstanding receivables under the Bulgarian bank account.

On October 17, 2018, the Company entered into a further amended agreement with Synthesis whereby the current balance on the TFF as of October 1, 2018, which was €4,866,910 ($5,629,555) and related accrued interest of €453,094 ($524,094) would be split into two principal balances of Euro €2,000,000 and USD $4,000,000. Interest on the new balances commenced on October 1, 2018 at 6% per annum plus one-month Euribor, when it is positive, on the Euro balance and 6% per annum plus one-month Libor on the USD balance. The Company will repay the principal amounts of each balance beginning no later than August 31, 2018 in quarterly installments of €125,000 and US $150,000. The loan matures on August 31, 2021. The Company evaluated the amended agreement under ASC 470-50 and concluded that it did not meet the 10% cash flow test and recorded debt modification expense of $138,110.

As of December 31, 2019, the Company had a principal balance of €2,000,000 ($2,245,400) and $4,000,000 under the TFF and the Company had accrued $10,000 and $12,661, respectively in interest expense related to this agreement. As of March 31, 2020, the Company had principal balances of €2,000,000 ($2,203,200) and $4,000,000 under the TFF and the Company had accrued $9,918 and $33,562 respectively, in interest expense related to this agreement.

Distribution and Equity Agreement

As discussed in Note 4 above, the Company entered into a Distribution and Equity Acquisition Agreement with Marathon. The Company was appointed the exclusive distributor of the Products (as defined) initially throughout Europe and on a non-exclusive basis wherever else lawfully permitted. As consideration for its services, Company received: (a) a 33 1/3% equity interest or 5 million shares in Marathon as partial consideration for the Company’s distribution services; and (b) received cash of CAD $2,000,000, subject to repayment in Common Shares of the Company if it fails to meet certain performance milestones. The Company is entitled to receive an additional CAD $2,750,000 upon the Company’s receipt of gross sales of CAD $6,500,000 and an additional CAD $2,750,000 upon receipt of gross sales of CAD $13,000,000.

As discussed in Note 4, the Company attributed no value to the shares received in Marathon pursuant to (a) above. In relation to the CAD $2 million cash received noted in (b) above, the Company accounted for its obligation to issue a variable number of the Company’s Common Shares as Share-settled debt obligation in accordance with ASC 480 measured at fair value or the settlement amount of $1,554,590 (CAD $2 million). If settlement were to occur on December 31, 2019, the Company would be required to issue 796,155 common shares to settle its debt obligation. The Company could be obligated to potentially issue an unlimited number of common shares to settle its Share-settled debt obligation. If such events were to occur, the Company would be required to increase its authorized share capital and since increasing the authorized share capital is within the control of the Company, as our CEO controls greater than 50% of the outstanding common stock of the Company, the original classification of equity-classified financial instruments issued by the Company were not affected.

Senior Promissory Notes executed on April 1 and 3, 2019

On April 1 and 3, 2019, the Company executed Senior Promissory Notes (the “Notes”) each in the principal amount of $250,000 payable to an unaffiliated third-party lender. The Notes bear interest at the rate of fifteen (15%) percent per annum, paid quarterly in arrears. The Notes matured on April 1 and 3, 2020 unless prepaid or in default. The Company is currently in discussions with the lender to extend the maturity date and is not in default. The Company may prepay the Notes within the first six (6) months by payment of unpaid interest for the first six (6) months interest and after six (6) months, with a (2%) percent ($5,000) premium on each note.

The Notes are subject to acceleration in an Event of Default (as defined in the Notes). Grigorios Siokas, the Company’s CEO, personally guaranteed repayment of the Notes. The guaranty is unconditional and irrevocable and constitutes a guaranty of performance and of payment when due, and not just of collection. As of December 31, 2019, the Company had a principal balance $250,000 and $250,000 on these notes and the Company had accrued $9,452 and $28,098, respectively, in interest expense. As of March 31, 2020, the Company had a principal balance $250,000 and $250,000 on these notes and the Company had accrued $18,801 and $37,447 respectively, in interest expense.

Senior Promissory Note executed on April 9, 2019

On April 9, 2019, the Company executed a Senior Promissory Note (the “Note”) in the principal amount of $250,000 payable to an unaffiliated third-party lender who had previously loaned the Company $500,000. The Note bears interest at the rate of fifteen (15%) percent per annum, paid quarterly in arrears. The Note matured on April 9, 2020, unless prepaid or in default. The Company is currently in discussions with the lender to extend the maturity date and is not in default. The Company may prepay the Note within the first six (6) months by payment of unpaid interest for the first six (6) months and after six (6) months, with a two (2%) percent ($5,000) premium.

The Note is subject to acceleration in an Event of Default (as defined in the Note). Grigorios Siokas, the Company’s CEO, personally guaranteed repayment of the Note. The guaranty is unconditional and irrevocable and constitutes a guaranty of performance and of payment when due, and not just of collection. As of December 31, 2019, the Company had a principal balance $250,000 on this Note and the Company had accrued $27,431 in interest expense. As of March 31, 2020, the Company had a principal balance $250,000 on this Note and the Company had accrued $36,780 in interest expense.

July 24, 2019 Senior Promissory Note

On July 24, 2019, the Company executed a Senior Promissory Note (the “July Note”) in the principal amount of $750,000 payable to an unaffiliated third-party lender who had previously loaned the Company $750,000. The funds represented by the July Note were advanced between July 19 and 24, 2019. The July Note bears interest at the rate of fifteen (15%) percent per annum, paid quarterly in arrears. The July Note matures on July 24, 2020, unless prepaid or in default. The Company may prepay the July Note within the first six (6) months by payment of unpaid interest for the first six (6) months and, after six (6) months, with a two (2%) percent ($15,000) premium.

The July Note is subject to acceleration in an Event of Default. Grigorios Siokas, the Company’s CEO, personally guaranteed repayment of the July Note. The guaranty is unconditional and irrevocable and constitutes a guaranty of performance and of payment when due, and not just of collection. As of December 31, 2019, the Company had a principal balance $750,000 on this note and the Company had accrued $49,625 in interest expense. As of March 31, 2020, the Company had a principal balance $750,000 on this note and the Company had accrued $77,673 in interest expense.

August 1, 2019 Senior Promissory Note

On August 1, 2019, the Company executed a Senior Promissory Note (the “August Note”) in the principal amount of $500,000 payable to an unaffiliated third-party lender who had previously loaned the Company $1,500,000. The August Note bears interest at the rate of fifteen (15%) percent per annum, paid quarterly in arrears. The August Note matures on August 1, 2020, unless prepaid or in default. The Company may prepay the August Note within the first six (6) months by payment of unpaid interest for the first six (6) months and, after six (6) months, with a two (2%) percent ($10,000) premium.

The August Note is subject to acceleration in an Event of Default. Grigorios Siokas, the Company’s CEO, personally guaranteed repayment of the August Note. The guaranty is unconditional and irrevocable and constitutes a guaranty of performance and of payment when due, and not just of collection. As of December 31, 2019, the Company had a principal balance $500,000 on this note and the Company had accrued $31,438 in interest expense. As of March 31, 2020, the Company had a principal balance $500,000 on this note and the Company had accrued $50,137 in interest expense.

October 23, 2019 Senior Promissory Note

On October 23, 2019, the Company executed a Senior Promissory Note (the “October Note”) in the principal amount of $250,000 payable to an unaffiliated third-party lender who had previously loaned the Company $2,000,000. The October Note bears interest at the rate of fifteen (15%) percent per annum, paid quarterly in arrears. The October Note matures on October 23, 2020, unless prepaid or in default. The Company may prepay the October Note within the first six (6) months by payment of unpaid interest for the first six (6) months and, after six (6) months, with a two (2%) percent ($5,000) premium.

The October Note is subject to acceleration in an Event of Default. Grigorios Siokas, the Company’s CEO, personally guaranteed repayment of the October Note. The guaranty is unconditional and irrevocable and constitutes a guaranty of performance and of payment when due, and not just of collection. As of December 31, 2019, the Company had a principal balance $250,000 on this note and the Company had accrued $7,705 in interest expense. As of March 31, 2020, the Company had a principal balance $250,000 on this note and the Company had accrued $17,054 in interest expense.

December 6, 2019 Senior Promissory Note

On December 6, 2019, the Company executed a Senior Promissory Note (the “December Note”) in the principal amount of $250,000 payable to an unaffiliated third-party lender who had previously loaned the Company $2,250,000. The December Note bears interest at the rate of fifteen (5%) percent per annum, paid quarterly in arrears. The December Note matured on March 31, 2020, unless prepaid or in default. The Company is currently in discussions with the lender to extend the maturity date and is not in default. The Company may prepay the December Note after six (6) months, with a two (2%) percent ($5,000) premium.

The December Note is subject to acceleration in an Event of Default. Grigorios Siokas, the Company’s CEO, personally guaranteed repayment of the December Note. The guaranty is unconditional and irrevocable and constitutes a guaranty of performance and of payment when due, and not just of collection. As of December 31, 2019, the Company had a principal balance $250,000 on this note and the Company had accrued $890 in interest expense. As of March 31, 2020, the Company had a principal balance $250,000 on this note and the Company had accrued $4,007 in interest expense.

January 27, 2020 Senior Promissory Note

On January 27, 2020, the Company executed a Senior Promissory Note (the “January Note”) in the principal amount of $250,000 payable to an unaffiliated third-party lender who had previously loaned the Company $2,500,000. The January Note bears interest at the rate of five (5%) percent per annum, paid quarterly in arrears. The January Note matures on May 15, 2020 unless in default. The Company may prepay the January Note within the first six (6) months by payment of unpaid interest for the first six (6) months and, after six (6) months, with a two (2%) percent ($5,000) premium.

The January Note is subject to acceleration in an Event of Default (as defined). Grigorios Siokas, the Company’s CEO, personally guaranteed repayment of the January Note. The guaranty is unconditional and irrevocable and constitutes a guaranty of performance and of payment when due, and not just of collection. As of March 31, 2020, the Company had a principal balance of $250,000 on this note and the Company had accrued $2,226 in interest expense.

February 25, 2020 Senior Promissory Note

On February 25, 2020, the Company executed a Senior Promissory Note (the “February Note”) in the principal amount of $1,000,000 payable to an unaffiliated third-party lender. The February Note bears interest at the rate of eighteen (18%) percent per annum, paid quarterly in arrears. The February Note matures on April 30, 2020 unless in default.

The February Note is subject to acceleration in an Event of Default (as defined). Grigorios Siokas, the Company’s CEO, personally guaranteed repayment of the February Note. The guaranty is unconditional and irrevocable and constitutes a guaranty of performance and of payment when due, and not just of collection. As of March 31, 2020, the Company had a principal balance of $1,000,000 on this note and the Company had accrued $17,754 in interest expense.

February and March 2020 Notes

On  February 27, 2020 and March 23,2020, the Company executed two Senior Promissory Notes (the “Quarter-1 Notes”) in the principal amounts of $25,000 and $35,000, respectively, payable to an unaffiliated third-party lender who had previously loaned the Company $2,750,000. The Quarter-1 Notes bear interest at the rate of five (5%) percent per annum, paid quarterly in arrear and mature on December 31, 2020 unless in default. The Company may prepay the Quarter-1 Notes within the first six (6) months by payment of unpaid interest for the first six (6) months and, after six (6) months, with a two (2%) percent ($500 and $700, respectively) premium.

The Quarter-1 Notes are subject to acceleration in an Event of Default (as defined). Grigorios Siokas, the Company’s CEO, personally guaranteed repayment of the Quarter-1 Notes. The guaranty is unconditional and irrevocable and constitutes a guaranty of performance and of payment when due, and not just of collection. As of March 31, 2020, the Company had a principal balance of $25,000 and $35,000, respectively, on these notes and the Company had accrued an aggregate of $159 in interest expense.

None of the above loans were made by any related parties.

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CAPITAL STRUCTURE

3 Months Ended

Mar. 31, 2020

CAPITAL STRUCTURE

NOTE 7 - CAPITAL STRUCTURE

Preferred Stock

The Company is authorized to issue 100 million shares of preferred stock, which may be issued from time to time in one or more series authorized by the Board of Directors. As of March 31, 2020, no preferred shares have been issued.

Common Stock

The Company is authorized to issue 300 million shares of common stock. As of March 31, 2020 and December 31, 2019, the Company had 13,225,387 and 13,225,387 shares of our common stock issued and 12,860,059 and 12,860,059 shares outstanding, respectively.

Purchase of Treasury Shares

On February 18, 2019, the Company entered into a Stock Purchase Agreement (the “SPA”) with an institutional noteholder. The SPA provides for the Company’s purchase of 83,341 shares of the Company’s common stock at $3.00 per share or an aggregate of $250,023. Payment was scheduled over a five-month period, subject to acceleration, if the Company effects an eligible equity offering. As of December 31, 2019, the Company had made $250,023 in payments. As of the date of this filing, 26,221 shares have been transferred back to the Company and subsequently cancelled. An additional 57,120 have been transferred to the Company, have not yet been cancelled and are recorded in treasury.

Potentially Dilutive Securities

No options, warrants or other potentially dilutive securities have been issued as of March 31, 2020.

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
CURRENT LIABILITIES:
Convertible notes payable, net of unamortized discount	$ 0	$ 29,509
STOCKHOLDERS' DEFICIT:
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares, outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	13,225,387	13,225,387
Common stock, shares, outstanding	12,860,059	12,860,059
Treasury Stock	365,328	365,328

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BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2020

BASIS OF PRESENTATION

NOTE 1 - BASIS OF PRESENTATION

The terms “COSM,” “we,” “the Company,” and “us” as used in this report refer to Cosmos Holdings, Inc. The accompanying unaudited condensed consolidated balance sheet as of March 31, 2020 and unaudited condensed consolidated statements of operations for the three months ended March 31, 2020 have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management of COSM, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2020, are not necessarily indicative of the results that may be expected for the year ending December 31, 2020, or any other period. These unaudited consolidated financial statements and notes should be read in conjunction with the financial statements for each of the two years ended December 31, 2019 and 2018, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (“Form 10-K”). The accompanying consolidated balance sheet as of December 31, 2019 has been derived from the audited financial statements filed in our Form 10-K and is included for comparison purposes in the accompanying balance sheet.

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LEASES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
LEASES (Details Narrative)
Operating lease, term of agreements	The Company has various lease agreements with terms up to 10 years, comprising leases of office space. Some leases include options to purchase, terminate or extend for one or more years.
Operating lease expense	$ 53,576	$ 52,508
Operating lease, weighted average remaining lease term	6 years 9 months 25 days
Operating lease, weighted average discount rate	6.74%
Operating lease, cash flows	$ 53,600
Finance lease, weighted average remaining lease term	2 years 8 months 8 days
Finance lease, weighted average discount rate	6.71%
Operating lease cash flows used in finance lease	$ 19,886
Finance lease, interest expense	2,301
Operating cash flows used in finance leases	2,301
Finance lease, amortization expense	$ 38,248

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DEBT (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Beginning balance loans	$ 12,029,724	$ 9,803,733
Proceeds	1,310,000	2,500,000
Payments	(227,912)	(227,912)
Foreign currency translation	(42,262)	(46,097)
Ending balance loans	13,297,462	12,029,724
Trade Facility [Member]
Proceeds
Beginning balance loans	6,245,400	6,291,199
Foreign currency translation	(45,200)	(45,799)
Ending balance loans	6,203,200	6,245,400
Third Party [Member]
Beginning balance loans	2,514,595	242,805
Proceeds	1,310,000	2,500,000
Payments	(227,912)	(227,912)
Foreign currency translation	(62)	(298)
Ending balance loans	3,824,533	2,514,595
Bridge Loans [Member]
Proceeds
Payments
Beginning balance loans	191,287	191,287
Foreign currency translation
Ending balance loans	191,287	191,287
Loan Facility [Member]
Proceeds
Payments
Beginning balance loans	3,078,442	3,078,442
Foreign currency translation
Ending balance loans	$ 3,078,442	$ 3,078,442

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STOCK OPTIONS AND WARRANTS (Details Narrative)	3 Months Ended
	Mar. 31, 2020 shares
Options [Member]
Number of Shares Outstanding, Beginning	74,000
Number of Shares Exercisable	74,000
Expired dates description	Expiration dates commencing October 2020 and continuing through January 2022.
Warrants [Member]
Number of Shares Outstanding, Beginning	1,164,673
Expired dates description	Expiration dates from May 2023 through March 2024.
Number of Shares Exercisable	1,164,673

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PROPERTY AND EQUIPMENT, NET (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Property and equipment	$ 2,201,485	$ 2,187,946
Less: Accumulated depreciation	(496,452)	(453,165)
Total	1,705,033	1,734,781
Computers and software [Member]
Property and equipment	106,587	85,052
Vehicles [Member]
Property and equipment	112,893	115,055
Leasehold Improvements [Member]
Property and equipment	563,304	548,000
Furniture, fixtures and equipment [Member]
Property and equipment	$ 1,418,701	$ 1,439,839

XML

LEASES (Tables)

3 Months Ended

Mar. 31, 2020

LEASES (Tables)

Summary of operating leases

Maturity of Lease Liability
Remainder of 2020	$	114,222
2021		80,728
2022		52,877
2023		52,877
2024		52,877
Thereafter		198,288
Total undiscounted finance lease payments	$	551,869
Less: Imputed interest		111,722
Present value of finance lease liabilities	$	440,146

Maturity of Lease Liability
Remainder of 2020	$	44,001
2021		45,391
2022		27,831
2023		16,268
2024		4,047
Thereafter		-
Total undiscounted finance lease payments	$	137,539
Less: Imputed interest		12,828
Present value of finance lease liabilities	$	124,710

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ORGANIZATION NATURE OF BUSINESS AND GOING CONCERN (Details 1) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Fair value of assets and liabilities	$ 212,900	$ 238,940
Marketable securities - ICC International Cannabis Corp. [Member]
Fair value of assets and liabilities	14,100	33,000
Marketable securities - Divsersa S.A. [Member]
Fair value of assets and liabilities	196,525	200,290
Marketable securities - National Bank of Greece [Member]
Fair value of assets and liabilities	2,275	5,650
Level 1 [Member]
Fair value of assets and liabilities	212,900	238,940
Level 1 [Member] | Marketable securities - ICC International Cannabis Corp. [Member]
Fair value of assets and liabilities	14,100	33,000
Level 1 [Member] | Marketable securities - Divsersa S.A. [Member]
Fair value of assets and liabilities	196,525	200,290
Level 1 [Member] | Marketable securities - National Bank of Greece [Member]
Fair value of assets and liabilities	2,275	5,650
Level 2 [Member]
Fair value of assets and liabilities
Level 2 [Member] | Marketable securities - ICC International Cannabis Corp. [Member]
Fair value of assets and liabilities
Level 2 [Member] | Marketable securities - Divsersa S.A. [Member]
Fair value of assets and liabilities
Level 2 [Member] | Marketable securities - National Bank of Greece [Member]
Fair value of assets and liabilities
Level 3 [Member]
Fair value of assets and liabilities
Level 3 [Member] | Marketable securities - ICC International Cannabis Corp. [Member]
Fair value of assets and liabilities
Level 3 [Member] | Marketable securities - Divsersa S.A. [Member]
Fair value of assets and liabilities
Level 3 [Member] | Marketable securities - National Bank of Greece [Member]
Fair value of assets and liabilities

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CONVERTIBLE DEBT

3 Months Ended

Mar. 31, 2020

CONVERTIBLE DEBT

NOTE 10 - CONVERTIBLE DEBT

A summary of the Company’s convertible debt during the three months ended March 31, 2020 and the year ended December 31, 2019 is presented below:

	2020			2019
Beginning balance notes		1,500,000			365,513
New notes		-			1,500,000
Payments		(100,000	)		(365,513	)
Subtotal notes		1,400,000			1,500,000
Debt discount at year end		-			(29,509	)
Note payable net of discount		1,400,000			1,470,491

Securities Purchase Agreement executed on May 15, 2019

On May 15, 2019, the Company entered into a Securities Purchase Agreement with an institutional investor (the “Buyer”). Upon the closing of this financing, on May 17, 2019, the Company issued for a purchase price of $1,500,000 in principal amount a Senior Convertible Note (the “May 2019 Note”) to the Buyer.

The May 2019 Note provides that the Company will repay the principal amount of the May 2019 Note on or before March 15, 2020.

On March 23, 2020, the Company entered into a Forbearance and Amendment Agreement (the “Agreement”) with an institutional investor (the “Buyer”). The Company entered into a Securities Purchase Agreement (the “SPA”) with the Buyer on May 15, 2019, pursuant to which the Company issued a Convertible Note (the “Note”) in the principal amount of $1,500,000. The Note was due on or before March 15, 2020 and was not paid (the “Existing Default”). The Note provides that upon an Event of Default, the Buyer may, among other things, require the Company to redeem all or a portion of the Note at a redemption premium of 120%, multiplied by the product of the conversion rate ($6.00per share) and the then current market price.

The Agreement provides that the Buyer will (a) forbear (i) from taking any action with respect to the Existing Default and (ii) from issuing any demand for redemption of the Note on the basis of the Existing Default until the earlier of: (1): (September 16, 2020 (or, if earlier, such date when all amounts outstanding under the Note shall be paid in full or converted into shares of Common Stock in accordance therewith) and (2) the time of any breach by the Company of the Agreement or the occurrence of an Event of Default that is not an Existing Default (the “Forbearance Expiration Date), (b)during the Forbearance Period waive the prepayment premium to any Company Optional Redemption, and (c) during the Forbearance Period, waive the repayment in full of the Note other than the Required Payments (as defined) prior to September 16, 2020. The Scheduled Required Prepayments are $100,000 upon signing the Agreement and five (5) monthly payments thereafter aggregating $200,000 with all amounts outstanding under the Note due on September 16, 2020. In addition, there are mandatory prepayments in the event the Company completes a Subsequent Placement (as defined) or long-term debt (other than from the Buyer or from officers and directors and advisors of the Company) or factoring and purchase order indebtedness, the Company shall effect a Company Optional Redemption amount equal to 50% of the gross proceeds (less reasonable expenses of counsel and any investment bank) together with all Scheduled Required Payments.

The May 2019 Note is convertible at any time by the Holder into 250,000 shares of common stock, par value $0.001 per share at the rate of $6.00 per share, subject to adjustment (the “Conversion Price”). Upon an Event of Default (regardless of whether such event has been cured), the Buyer may convert at an alternative conversion price equal to the lower of the then applicable Conversion Price or seventy-five (75%) percent of the then Volume-Weighted Average Price (as defined, the “VWAP”). The Company considered the need for the conversion feature to be bifurcated under ASC 815 and determined that it does not meet the requirements. Additionally, the Company determined the effective conversion rate under ASC 470-20 and determined that the instrument is out of the money and no beneficial conversion feature was recorded.

The May 2019 Note is senior in right of payment to all other existing and future indebtedness of the Company except Permitted Senior Indebtedness (as defined in the May 2019 Note), including $12 million of senior secured indebtedness of the Company and its subsidiaries under an existing senior loan agreement, plus defined amounts of purchase money indebtedness in connection with bona fide acquisitions.

The May 2019 Note includes customary Events of Default and provides that the Buyer may require the Company to redeem (regardless of whether the Event of Default has been cured) all or a portion of the Note at a redemption premium of one hundred twenty-five (125%) percent, multiplied by the greater of the conversion rate and the then current market price. The Buyer may also require redemption of the May 2019 Note upon a Change of Control (as defined) at a premium of one hundred twenty-five (125%) percent. The Company has the right to redeem the May 2019 Note at any time, in whole or in part, in cash at a price equal to 120% of the then outstanding conversion amount.

Conversion of the May 2019 Note is subject to a blocker provision which prevents any holder from converting the May 2019 Note into shares of common stock if its beneficial ownership of the common stock would exceed 9.99% of the Company’s issued and outstanding common stock.

During the three months ended March 31, 2020, the Company repaid $100,000 such that as of March 31, 2020, the Company had a principal balance $1,400,000 on the May 2019 Note and the Company had accrued $24,859 in interest expense.

Roth Capital Partners, LLC (“Roth”), as the Company’s exclusive placement agent, received a cash commission for this transaction equal to six (6%) percent of the total gross proceeds of the offering. This 6% fee or $90,000 was recorded as debt discount along with the $30,000 in legal fees associated with the May 2019 Note. These fees will be amortized over the term of the note. The Company amortized $90,491 in the year ended December 31, 2019 and the remaining $29,509 was amortized during the three months ended March 31, 2020.

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INCOME TAXES

3 Months Ended

Mar. 31, 2020

INCOME TAXES

NOTE 6 - INCOME TAXES

The Company is incorporated in the United States of America and is subject to United States federal taxation. No provisions for income taxes have been made as the Company had no U.S. taxable income for the three months ended March 31, 2020 and 2019.

The Company’s Greece subsidiaries are governed by the income tax laws of Greece. The corporate tax rate in Greece is 29% on income reported in the statutory financial statements after appropriate tax adjustments.

The Company’s United Kingdom subsidiaries are governed by the income tax laws of the United Kingdom. The corporate tax rate in the United Kingdom is 19% on income reported in the statutory financial statements after appropriate tax adjustments.

On December 22, 2017, the President of the United States signed into law Public Law No. 115-97, commonly referred to as the Tax Reform Act, following its passage by the United States Congress. The Tax Reform Act made significant changes to U.S. federal income tax laws, including reduction of the corporate tax rate from 34.0% to 21.0%, limitation of the deduction for net operating losses to 80.0% of current year taxable income and elimination of net operating loss carrybacks, one-time taxation of offshore earning at reduced rates regardless of whether they are repatriated, elimination of U.S. tax on foreign earnings (subject to certain important exceptions), immediate deductions for certain new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions.

On December 22, 2017, Staff Accounting Bulletin No. 118, “SAB 118”, was issued to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. Additional work is necessary for a more detailed analysis of the deferred tax assets and liabilities and our historical foreign earnings as well as potential correlative adjustments. Any subsequent adjustment to these amounts will be recorded to current tax expense within the measurement period.

As of March 31, 2020 and 2019, the Company’s effective tax rate differs from the US federal statutory tax rate primarily due to a valuation allowance recorded against net deferred tax assets in all jurisdictions in which the Company operates.

We regularly review deferred tax assets to assess their potential realization and establish a valuation allowance for portions of such assets to reduce the carrying value if we do not consider it to be more likely than not that the deferred tax assets will be realized. Our review includes evaluating both positive (e.g., sources of taxable income) and negative (e.g., recent historical losses) evidence that could impact the realizability of our deferred tax assets. As of March 31, 2020, and December 31, 2019, the Company has maintained a valuation allowance against all net deferred tax assets in each jurisdiction in which it is subject to income tax.

As of March 31, 2020, and December 31, 2019, the Company has a provision for tax charges recorded in any jurisdiction where it is subject to income tax, in the amount of $78,196 and $79,716, respectively, which is included in Other Liabilities on the condensed consolidated balance sheets.

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ORGANIZATION AND NATURE OF BUSINESS (Tables)

3 Months Ended

Mar. 31, 2020

ORGANIZATION AND NATURE OF BUSINESS (Tables)

Property and equipment

	Estimated Useful Life
Leasehold improvements and technical works		Lesser of lease term or 40 years
Vehicles		6 years
Machinery		20 years
Furniture, fixtures and equipment		5–10 years
Computers and software		3-5 years

Measured and recognized at fair value

	March 31, 2020						Total Carrying
	Level 1		Level 2		Level 3		Value
Marketable securities – ICC International Cannabis Corp.	$	14,100		-		-	$	14,100
Marketable securities – Divsersa S.A.		196,525		-		-		196,525
Marketable securities – National Bank of Greece		2,275		-		-		2,275
	$	212,900					$	212,900

	December 31, 2019						Total Carrying
	Level 1		Level 2		Level 3		Value
Marketable securities – ICC International Cannabis Corp.	$	33,000		-		-	$	33,000
Marketable securities – Divsersa S.A.		200,290		-		-		200,290
Marketable securities – National Bank of Greece		5,650		-		-		5,650
	$	238,940					$	238,940

Basic and Diluted Net Loss per Common Share

	Three Months Ended March 31,
	2020		2019
Weighted average number of common shares outstanding Basic		13,225,387		13,384,574
Potentially dilutive common stock equivalents		-		-
Weighted average number of common and equivalent shares outstanding – Diluted		13,225,387		13,384,574

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STOCK OPTIONS AND WARRANTS

3 Months Ended

Mar. 31, 2020

STOCK OPTIONS AND WARRANTS

NOTE 14 - STOCK OPTIONS AND WARRANTS

As of March 31, 2020, there were 74,000 options outstanding and 74,000 options exercisable with expiration dates commencing October 2020 and continuing through January 2022.

A summary of the Company’s option activity during the three months ended March 31, 2020 is presented below:

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	Number of		Exercise		Contractual		Intrinsic
Options	Shares		Price		Term		Value
Balance Outstanding, December 31, 2019		74,000	$	1.32		2.47	$	198,000
Granted		-		-		-		-
Forfeited		-		-		-		-
Exercised		-		-		-		-
Expired		-		-		-		-
Balance Outstanding, March 31, 2020		74,000	$	1.32		1.32	$	24,750
Exercisable, March 31, 2020		74,000	$	1.32		1.32	$	24,750

As of March 31, 2020, there were 1,164,673 warrants outstanding and 1,164,673 warrants exercisable with expiration dates from May 2023 through March 2024.

A summary of the Company’s warrant activity during the three months ended March 31, 2020 is presented below:

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	Number of		Exercise		Contractual		Intrinsic
Warrants	Shares		Price		Term		Value
Balance Outstanding, December 31, 2019		1,164,673	$	6.41		5.01	$	-
Granted		-		-		-		-
Forfeited		-		-		-		-
Exercised		-		-		-		-
Expired		-		-		-		-
Balance Outstanding, March 31, 2020		1,164,673	$	6.41		3.76	$	-
Exercisable, March 31, 2020		1,164,673	$	6.41		3.76	$	-

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LINES OF CREDIT (Tables)

3 Months Ended

Mar. 31, 2020

LINES OF CREDIT (Tables)

Summary of lines of credit

	March 31, 2020		December 31, 2019
National	$	2,629,327	$	1,940,045
Alpha		805,678		810,947
Eurobank		-		-
Total	$	3,435,005	$	2,750,992

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CONVERTIBLE DEBT (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019	May 17, 2019
Convertible notes payable, principal amount	$ 35,000
Payment of convertible note payable	(100,000)	$ (365,513)
Interest expense	24,859
Amortization of debt discounts	$ 29,509	$ 229,713	$ 90,491
Common stock, par value	$ 0.001		$ 0.001
March 23, 2020 Forbearance Agreement [Member] | Subsequent Event [Member] | Senior Promissory Notes [Member]
Convertible notes payable, principal amount	$ 1,500,000
Maturity date, description	The Note was due on or before March 15, 2020 and was not paid (the “Existing Default”).
Redemption premium percentage	120.00%
Conversion price per share	$ 6.00
Agreement redemption description	(1): (September 16, 2020 (or, if earlier, such date when all amounts outstanding under the Note shall be paid in full or converted into shares of Common Stock in accordance therewith) and (2) the time of any breach by the Company of the Agreement or the occurrence of an Event of Default that is not an Existing Default (the Forbearance Expiration Date), (b)during the Forbearance Period waive the prepayment premium to any Company Optional Redemption, and (c) during the Forbearance Period, waive the repayment in full of the Note other than the Required Payments (as defined) prior to September 16, 2020. The Scheduled Required Prepayments are $100,000 upon signing the Agreement and five (5) monthly payments thereafter aggregating $200,000 with all amounts outstanding under the Note due on September 16, 2020. In addition, there are mandatory prepayments in the event the Company completes a Subsequent Placement (as defined) or long-term debt (other than from the Buyer or from officers and directors and advisors of the Company) or factoring and purchase order indebtedness, the Company shall effect a Company Optional Redemption amount equal to 50% of the gross proceeds (less reasonable expenses of counsel and any investment bank) together with all Scheduled Required Payments.
Securities Purchase Agreement [Member] | Institutional investors [Member]
Convertible notes payable, principal amount				$ 1,500,000
Common stock, par value				$ 0.001
Cash commission description	Roth Capital Partners, LLC (Roth), as the Company’s exclusive placement agent, received a cash commission for this transaction equal to six (6%) percent of the total gross proceeds of the offering. This 6% fee or $90,000 was recorded as debt discount along with the $30,000 in legal fees associated with the May 2019 Note.
Securities Purchase Agreement [Member] | May 2019 Note [Member] | Holder [Member]
Common stock shares issuable upon conversion of debt/convertible securities	250,000
Conversion price	$ 6.00
Principal balance	$ 1,400,000
Event of default conversion price, description	Upon an Event of Default (regardless of whether such event has been cured), the Buyer may convert at an alternative conversion price equal to the lower of the then applicable Conversion Price or seventy-five (75%) percent of the then Volume-Weighted Average Price (as defined, the VWAP).
Terms of Blocker Provision	The common stock would exceed 9.99% of the Companys issued and outstanding common stock.
Per-delivery shares issued	12,000,000
Customary events of default, description	The Note includes customary Events of Default and provides that the Buyer may require the Company to redeem (regardless of whether the Event of Default has been cured) all or a portion of the Note at a redemption premium of one hundred twenty-five (125%) percent, multiplied by the greater of the conversion rate and the then current market price. The Buyer may also require redemption of the May 2019 Note upon a Change of Control (as defined) at a premium of one hundred twenty-five (125%) percent. The Company has the right to redeem the May 2019 Note at any time, in whole or in part, in cash at a price equal to 120% of the then outstanding conversion amount.

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INCOME TAXES (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
INCOME TAXES (Details Narrative)
Federal Statutory Income Tax Rate, description	U.S. federal income tax laws, including reduction of the corporate tax rate from 34.0% to 21.0%, limitation of the deduction for net operating losses to 80.0% of current year taxable income and elimination of net operating loss carrybacks, one-time taxation of offshore earning at reduced rates regardless of whether they are repatriated
Provision for tax	$ 78,196	$ 79,716

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		12 Months Ended
	Jan. 27, 2020	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019	Dec. 20, 2018	Feb. 18, 2019	Jul. 21, 2009
Revenue		$ 11,933,248	$ 9,683,341
Shares issued		13,225,387		13,225,387
Officers and directors [Member]
Shares issued							2,000,000
Decahedron [Member]
Revenue from DOC Pharma		$ 215,648
Grigorios Siokas Four [Member]
Loans payable				$ 722,762
Additional proceeds from debt		380,000
Grigorios Siokas Three [Member]
Loans payable				303,502
Outstanding principal balance		1,487,807		1,026,264
Additional proceeds from debt		136,819
Repayment of loans		49,572
Foreign currency translation		(5,704)
DOC Pharma S.A. [Member]
Accounts receivable balance		569,903		601,738
Accounts payable balance		33,627		24,870
Prepaid balance		2,343,924		2,403,449
Net prepaid balance		2,310,296		2,377,731
Payments to acquire businesses		670,631	576,089
Revenue		145,896	$ 183,333
DOC Pharma S.A. [Member] | Loan Agreement [Member] | November 1, 2015 [Member]
Loans payable		12,662
Outstanding principal balance		13,219		13,472
Payment made for existing bills		$ 12,662
Interest rate		2.00%
Accrued interest		$ 1,166		1,100
Foreign currency translation loss		(25,851)
Dimitrios Goulielmos [Member]
Outstanding principal balance		11,237		14,820
Repayment of loans		3,305		45,245
Grigorios Siokas [Member] | January Note [Member] | Senior Promissory Note [Member]
Loans payable		2,500,000
Outstanding principal balance		1,321,920		1,347,240
Interest rate	5.00%				4.70%
Accrued interest		2,226		$ 139,530
Borrowing					$ 1,718,400
Maturity date					Mar. 18, 2019

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STOCK OPTIONS AND WARRANTS (Details) - Stock Options [Member]	3 Months Ended
	Mar. 31, 2020 USD ($) $ / shares shares
Number of Shares
Number of Shares Outstanding, Beginning | shares	74,000
Granted | shares
Forfeited | shares
Exercised | shares
Expired | shares
Number of Shares Outstanding, Ending | shares	74,000
Number of Shares Exercisable | shares	74,000
Weighted Average Exercise Price
Weighted Average Exercise Price Outstanding, Beginning | $ / shares	$ 1.32
Granted | $ / shares
Forfeited | $ / shares
Exercised | $ / shares
Expired | $ / shares
Weighted Average Exercise Price Outstanding, Ending | $ / shares	1.32
Weighted Average Exercise Price Exercisable | $ / shares	$ 1.32
Weighted Average Remaining Contractual Term
Weighted Average Remaining Contractual Term Outstanding, Beginning	2 years 5 months 19 days
Granted
Weighted Average Remaining Contractual Term Outstanding, Ending	1 year 3 months 25 days
Weighted Average Remaining Contractual Term Exercisable	1 year 3 months 25 days
Aggregate Intrinsic Value
Aggregate Intrinsic Value Outstanding, Beginning | $	$ 198,000
Granted | $
Forfeited | $
Exercised | $
Expired | $
Aggregate Intrinsic Value Outstanding, Ending | $	24,750
Aggregate Intrinsic Value Exercisable | $	$ 24,750

XML

LEASES (Details)	Mar. 31, 2020 USD ($)
LEASES (Details)
Remainder of 2020	$ 114,222
2021	80,728
2022	52,877
2023	52,877
2024	52,877
Thereafter	198,288
Total undiscounted finance lease payments	551,869
Less: Imputed interest	111,722
Present value of finance lease liabilities	$ 440,146

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	May 15, 2020
Document And Entity Information
Entity Registrant Name	Cosmos Holdings Inc.
Entity Central Index Key	0001474167
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Mar. 31, 2020
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020
Entity Common Stock Shares Outstanding		13,225,387
Entity Interactive Data Current	Yes

XML

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Total	Preferred Stock	Common Stock	Treasury Stock	Additional Paid-In Capital	Accumulated Deficit	Other comprehensive (Income) Loss
Balance, shares at Dec. 31, 2018			13,878,757	(193,690)
Balance, amount at Dec. 31, 2018	$ (3,317,450)		$ 13,879	$ (225,494)	$ 13,133,982	$ (16,272,645)	$ 32,828
Foreign currency translation adjustment, net	61,629						61,629
Cancellation of pre-delivery shares issued in connection with convertible debentures, shares			(573,742)
Cancellation of pre-delivery shares issued in connection with convertible debentures, amount			$ (574)	$ 574
Purchase of treasury stock from third party, shares				(23,847)
Purchase of treasury stock from third party, amount	(71,541)			$ (71,541)
Net loss	(217,173)					(217,173)
Balance, shares at Mar. 31, 2019			13,305,015	(217,537)
Balance, amount at Mar. 31, 2019	(3,544,535)		$ 13,305	$ (297,035)	13,134,556	(16,489,818)	94,457
Balance, shares at Dec. 31, 2019			13,225,387	(365,328)
Balance, amount at Dec. 31, 2019	(6,460,829)		$ 13,225	$ (411,854)	13,525,749	(19,571,610)	(16,339)
Foreign currency translation adjustment, net	(143,762)						(143,762)
Net loss	(483,310)					(483,310)
Balance, shares at Mar. 31, 2020			13,225,387	(365,328)
Balance, amount at Mar. 31, 2020	$ (7,087,901)		$ 13,225	$ (411,854)	$ 13,525,749	$ (20,054,920)	$ (160,101)

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INVESTMENTS

3 Months Ended

Mar. 31, 2020

INVESTMENTS

NOTE 3 - INVESTMENTS

Distribution and Equity Agreement

On March 19, 2018, the Company entered into a Distribution and Equity Acquisition Agreement (the “Distribution and Equity Acquisition Agreement”) with Marathon Global Inc. (“Marathon”), a company incorporated in the Province of Ontario, Canada. Marathon was formed to be a global supplier of cannabis, cannabidiol (CBD) and/or any cannabis extract products, extracts, ancillaries and derivatives (collectively, the “Products”). The Company was appointed the exclusive distributor of the Products initially throughout Europe and on a non-exclusive basis wherever else lawfully permitted. The Company has no present intention to distribute any Products under this Agreement in the United States or otherwise participate in cannabis operations in the United States. The Company intends to await further clarification from the U.S. Government on cannabis regulation prior to determining whether to enter the domestic market.

The Distribution and Equity Acquisition Agreement is to remain in effect indefinitely unless Marathon fails to provide Market Competitive (as defined) product pricing and Marathon has not become profitable within five (5) years of the agreement. The transaction closed on May 22, 2018 after the due diligence period, following which the Company received: (a) a 33 1/3% equity interest or 5 million shares in Marathon as partial consideration for the Company’s distribution services; and (b) received cash of CAD $2,000,000, subject to repayment in common shares of the Company if it fails to meet certain performance milestones. The Company is entitled to receive an additional CAD $2,750,000 upon the Company’s receipt of gross sales of CAD $6,500,000 and an additional CAD $2,750,000 upon receipt of gross sales of CAD $13,000,000. The Company was also given the right to nominate one director to the Marathon board of directors.

Since Marathon was a newly formed entity with no assets and no activity, the Company attributed no value to the 5 million shares in Marathon which was received as consideration for the distribution services. As described below, the Company exchanged the Marathon shares in May and July 2018.

Share Exchange Agreements

On May 17, 2018, the Company entered into a Share Exchange Agreement (the “SEA”) with Marathon, ICC International Cannabis Corp (“ICC”) formerly known as Kaneh Bosm Biotechnology Inc. (“KBB”) and certain other sellers of Marathon capital stock. Under the SEA, the Company transferred 2.5 million shares in Marathon to ICC, a corporation incorporated under the laws of the Province of British Columbia and a public reporting issuer on the Canadian Securities Exchange, in exchange for 5 million shares of ICC. The Company accounted for the exchange at fair value and recognized a gain on exchange of its investment in Marathon of $1,953,000 in the year ended December 31, 2018.

On July 16, 2018, the Company completed a Share Exchange Agreement (the “New SEA”) with Marathon, ICC, and certain other sellers of Marathon capital stock whereby the Company transferred its remaining one-half interest (2.5 million shares) in Marathon to KBB for an additional 5 million shares of ICC. The Company accounted for the exchange at fair value and recognized a gain on exchange of its investment in Marathon of $2,092,200 in the year ended December 31, 2018. The ten million shares of ICC owned by the Company constituted approximately 7% of the 141,219,108 shares of capital stock of KBB then issued and outstanding. The Company does not have the ability to exercise significant influence over ICC.

The Company determined the fair value of both exchanges based on an actively quoted stock price of ICC received in exchange for the Marathon shares. The Company continues to fair value its investment in ICC with changes recognized in earnings each period and was recorded as an unrealized loss on exchange of investment during the three months ended March 31, 2020 of $18,900. The value of the investments as of March 31, 2020 and December 31, 2019, was $14,100 and $33,000, respectively.

Since no value was attributed to the 33 1/3% equity ownership interest in Marathon received as consideration for the distribution services, the Company would receive variable consideration in future for its services under the Distribution and Equity Acquisition Agreement, if certain milestones are achieved. Refer to Note 11 for the accounting associated with the cash of CAD $2 million received upfront. Variable consideration to be received in the future upon achieving the gross sales milestones described above, is constrained as the Company estimates that it is probable that a significant reversal of revenue could occur. In assessing the constraint, the Company considered its limited experience with the Products, new geographic markets and similar transactions, which affect the Company’s ability to estimate the likelihood of a probable revenue reversal. Therefore, no revenue has been recognized for the period ended March 31, 2020. The Company will continue to reassess variable consideration at each reporting period and update the transaction price when it becomes probable that a significant revenue reversal would not occur.

As of March 31, 2020, in addition to the 3,000,000 ICC shares valued at $14,100, as noted above, marketable securities also consisted of the following: 40,000 shares which traded at a closing price of $4.91 per share, or value of $196,525 of Diversa S.A. and 16,666 shares which traded at a closing price of $0.33 per share or value of $2,275 of National Bank of Greece. The Company recorded a net unrealized loss on the fair value of these investments of $3,272 during the three months ended March 31, 2020.

CosmoFarmacy LP

In June 2019, the Company entered into an agreement with an unaffiliated third party to incorporate CosmoFarmacy L.P. for the purpose of providing strategic management consulting services and the retail trade of pharmaceutical products, and OTC to pharmacies. CosmoFarmacy was incorporated with a 30-year term through May 31, 2049. The unaffiliated third party is the general partner (the “GP”) of the limited partnership and is responsible for management and decision-making associated with CosmoFarmacy. The initial share capital was set to EUR 150,000 which was later increased to EUR 500,000. The GP contributed the pharmacy license (the “License”) valued at EUR 350,000 (30-year term) to operate the business of CosmoFarmacy in exchange for a 70% equity ownership. The Company is a limited partner and contributed cash of EUR 150,000 for the remaining 30% equity ownership. CosmoFarmacy is not publicly traded and the Company’s investment has been recorded using the equity method of accounting. The value of the investment as of March 31, 2020 was $165,195.

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LEASES

3 Months Ended

Mar. 31, 2020

LEASES

NOTE 12 - LEASES

The Company has various lease agreements with terms up to 10 years, comprising leases of office space. Some leases include options to purchase, terminate or extend for one or more years. These options are included in the lease term when it is reasonably certain that the option will be exercised.

The assets and liabilities from operating and finance leases are recognized at the commencement date based on the present value of remaining lease payments over the lease term using the Company’s secured incremental borrowing rates or implicit rates, when readily determinable. Short-term leases, which have an initial term of 12 months or less, are not recorded on the balance sheet.

The Company’s operating leases do not provide an implicit rate that can readily be determined. Therefore, we use a discount rate based on our incremental borrowing rate, which is determined using the interest rate of our long-term debt as of January 1, 2019.

The Company’s weighted-average remaining lease term relating to its operating leases is 6.82 years, with a weighted-average discount rate of 6.74%.

The Company incurred lease expense for its operating leases of $53,576 and $52,508 which was included in “General and administrative expenses,” for the three months ended March 31, 2020 and 2019, respectively.

The Company had operating cash flows used in operating leases of $53,600 for the three months ended March 31, 2020.

The following table presents information about the amount, timing and uncertainty of cash flows arising from the Company’s operating leases as of March 31, 2020.

Maturity of Lease Liability
Remainder of 2020	$	114,222
2021		80,728
2022		52,877
2023		52,877
2024		52,877
Thereafter		198,288
Total undiscounted finance lease payments	$	551,869
Less: Imputed interest		111,722
Present value of finance lease liabilities	$	440,146

The Company’s weighted-average remaining lease term relating to its finance leases is 2.69 years, with a weighted-average discount rate of 6.71%.

The following table presents information about the amount, timing and uncertainty of cash flows arising from the Company’s finance leases as of March 31, 2020.

Maturity of Lease Liability
Remainder of 2020	$	44,001
2021		45,391
2022		27,831
2023		16,268
2024		4,047
Thereafter		-
Total undiscounted finance lease payments	$	137,539
Less: Imputed interest		12,828
Present value of finance lease liabilities	$	124,710

The Company had operating cash flows used in finances leases of $2,301 for the three months ended March 31, 2020. The Company had financing cash flows used in finances leases of $19,886 for the three months ended March 31, 2020.

The Company incurred interest expense on its finance leases of $2,301 which was included in “Interest expense,” for the three months ended March 31, 2020. The Company incurred amortization expense on its finance leases of $38,248 which was included in “Depreciation and amortization expense,” for the three months ended March 31, 2020.

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RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2020

RELATED PARTY TRANSACTIONS

NOTE 8 - RELATED PARTY TRANSACTIONS

On the date of our inception, we issued 2 million shares of our common stock to our three officers and directors which were recorded at no value (offsetting increases and decreases in common stock and additional paid-in capital).

Doc Pharma S.A.

As of March 31, 2020, the Company has a prepaid balance of €2,127,745 ($2,343,924) and an accounts payable balance of €30,526 ($33,627), resulting in a net prepaid balance of €2,097,219 ($2,310,296) to Doc Pharma S.A. related to purchases of inventory. Additionally, the Company has a receivable balance of €326,696 and £168,633 ($569,903). As of December 31, 2019, the Company has a prepaid balance of €2,181,780 ($2,403,449) and an accounts payable balance of €22,576 ($24,870), resulting in a net prepaid balance of €2,158,434 ($2,377,731) to Doc Pharma S.A. related to purchases of inventory. Additionally, the Company has a receivable balance of €546,240 ($601,738).

During the three months ended March 31, 2020 and 2019, the Company has purchased a total of €608,448 ($670,631) €507,389 ($576,089) of products from Doc Pharma, respectively. During the three months ended March 31, 2020 and 2019, Skypharm and Cosmofarm had €132,368 ($145,896) €158,828 ($183,333) revenue from Doc Pharma, and Decahedron had revenue £168,633 ($215,648) from Doc Pharma, respectively.

Doc Pharma S.A is considered a related party to the Company due to the fact that the CEO of Doc Pharma is the wife of Grigorios Siokas, the Company’s CEO and principal shareholder, who also served as a principal of Doc Pharma SA in the past.

Notes Payable – Related Party

A summary of the Company’s related party notes payable during the three months ended March 31, 2020 and the year ended December 31, 2019 is presented below:

	2020			2019
Beginning Balance	$	1,375,532		$	1,793,437
Payments		(3,305	)		(382,055	)
Foreign currency translation		(25,851	)		(35,850	)
Ending Balance	$	1,346,376		$	1,375,532

Grigorios Siokas

On December 20, 2018, the €1,500,000 ($1,718,400) note payable, originally borrowed pursuant to a Loan Agreement with a third-party lender, dated March 16, 2018, was transferred to Grigorios Siokas. The note bears an interest rate of 4.7% per annum and has a maturity date of March 18, 2019. As of December 31, 2019, the note had an outstanding principal balance of €1,200,000 ($1,347,240) and accrued interest of €124,281 ($139,530). As of March 31, 2020, the Company has an outstanding balance of €1,200,000 ($1,321,920) and accrued interest of €138,345 ($152,401).

Grigorios Siokas is the Company’s CEO and principal shareholder.

Dimitrios Goulielmos

On November 21, 2014, the Company entered into an agreement with Dimitrios Goulielmos, as amended on November 4, 2016. Pursuant to the amendment, this loan is non-interest bearing. During the year ended December 31, 2019, the Company repaid €40,300 ($45,245) and a principal balance of €13,200 ($14,820) remained as of December 31, 2019.  During the three months ended March 31, 2020, the Company repaid €3,000 ($3,305) and a principal balance of €10,200 ($11,237) remained as of March 31, 2020.

Dimitrios Goulielmos is a current director and former CEO of the Company.

DOC Pharma

On November 1, 2015, the Company entered into a €12,000 ($12,662) Loan Agreement with Doc Pharma S.A, pursuant to which Doc Pharma S.A., paid existing bills of the Company in the amount of €12,000 ($12,662), excluding the Vendor Bills. The loan bears an interest rate of 2% per annum and was due and payable in full on October 31, 2016. As of December 31, 2019, the Company has an outstanding principal balance of €12,000 ($13,472) and accrued interest expense of $1,100. As of March 31, 2020, the Company has an outstanding principal balance of €12,000 ($13,219) and accrued interest expense of $1,166.

The above balances are adjusted for the foreign currency rate as of the balance sheet date. For the three months ended March 31, 2020 the Company recorded losses of $25,851.

 Loans Payable – Related Party

A summary of the Company’s related party loans payable during the three months ended March 31, 2020, and the year ended December 31, 2019 is presented below:

	2020			2019
Beginning Balance	$	1,026,264		$	1,775,251
Proceeds		516,819			585,915
Payments		(49,572	)		(262,226	)
Conversion of debt		-			(1,050,000	)
Reclassification of receivable		-			2,547
Foreign currency translation		(5,704	)		(25,223	)
Ending Balance	$	1,487,807		$	1,026,264

Grigorios Siokas

From time to time Grigorios Siokas loans the Company funds in the form of non-interest bearing, no-term loans. As of December 31, 2019, the Company had an outstanding principal balance under these loans of $1,026,264 consisting of €297,314 ($303,502) and $722,762, in loans payable to Grigorios Siokas. During the three months ended March 31, 2020, the Company borrowed additional proceeds of €124,200 ($136,819) and $380,000 and repaid €45,000 ($49,572) of these loans.  As of March 31, 2020, the Company had an outstanding balance under these loans of $1,487,807.

The above balances are adjusted for the foreign currency rate as of the balance sheet date. For the three months ended March 31, 2020 the Company recorded losses of $5,704.

Except as set forth above, we have not entered into any material transactions with any director, executive officer, and promoter, beneficial owner of five percent or more of our common stock, or family members of such persons.

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PROPERTY AND EQUIPMENT, NET

3 Months Ended

Mar. 31, 2020

PROPERTY AND EQUIPMENT, NET

NOTE 4 - PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:

	March 31, 2020			December 31, 2019
Leasehold improvements	$	563,304		$	548,000
Vehicles		112,893			115,055
Furniture, fixtures and equipment		1,418,701			1,439,839
Computers and software		106,587			85,052
		2,201,485			2,187,946
Less: Accumulated depreciation and amortization		(496,452	)		(453,165	)
Total	$	1,705,033		$	1,734,781

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DISAGGREGATION OF REVENUE (Tables)

3 Months Ended

Mar. 31, 2020

DISAGGREGATION OF REVENUE (Tables)

Revenue disaggregated by country

Country	March 31, 2020		March 31, 2019
Belgium	$	-	$	-
Croatia		-		5,395
Denmark		-		57,657
France		1,091		42,061
Georgia		-		-
Germany		667,302		2,076,814
Greece		10,689,681		5,456,573
Hungary		36,140		49,912
Indonesia		-		-
Iraq		-		-
Ireland		35,113		132,417
Italy		6,041		73,437
Jordan		9,417		20,432
Netherlands		41,983		337,683
Poland		33,455		138,270
Turkey		28,398		24,695
UK		384,627		1,267,995
Total	$	11,933,248	$	9,683,341

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ORGANIZATION NATURE OF BUSINESS AND GOING CONCERN (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended			12 Months Ended
	Nov. 21, 2017	Mar. 31, 2020	Dec. 31, 2019	Mar. 31, 2019	Dec. 31, 2017	Dec. 31, 2018	Dec. 19, 2018	Sep. 30, 2018	Sep. 29, 2018	Feb. 10, 2017	Sep. 27, 2013
State or country of incorporation		Nevada
Right-of-use assets
Date of incorporation		Jul. 21, 2009
Reverse stock split, description	The Company effected a one-for-ten (1:10) reverse stock split whereby the Company decreased, by a ratio of one-for-ten (1:10) the number of issued and outstanding shares of common stock.
Revenue		$ 11,933,248		$ 9,683,341
Net loss		(483,310)		(217,173)
Working capital deficit		(7,673,520)
Accumulated deficit		(20,054,920)	(19,571,610)
TOTAL STOCKHOLDERS' DEFICIT		(7,087,901)	(6,460,829)	(3,544,535)		$ (3,317,450)
Allowance for doubtful accounts		551,723	562,444
Depreciation expense		53,512		49,499
Amortization of intangible assets		8,248	6,874
Impairment of goodwill					$ 1,949,884
Impairment of goodwill, percent					100.00%
Goodwill							$ 49,697
NET CASH USED IN OPERATING ACTIVITIES		(1,144,739)		(483,933)
Long-term liability		78,196	79,716
Potential retirement and termination benefits liability		$ 75,706	$ 77,170
Periodic inventory level, percentage		100.00%
Description of Potential retirement and termination benefits liability		If an employee remains with the company until full-benefit retirement, the employee is entitled to a lump-sum equal to 40% of the compensation to be received if the employee were to be dismissed on the same day
Import/export license [Member]
Estimated Useful Life		5 years
Amplerissimo Ltd [Member] | Share Exchange Agreement [Member]
Equity ownership percentage											100.00%
Ownership interest sold								100.00%
SkyPharm [Member]
Equity ownership percentage									100.00%
Percentage of ownership interest transferred to company by Amplerissimo									22.00%
Decahedron Ltd [Member] | Stock Purchase Agreement [Member]
Common stock shares reserved										170,000
Diversa S.A. [Member]
Equity method investment shares acquired, shares		40,000
Equity method investment shares acquired, value		$ 196,525
Closing price		$ 4.91
National Bank of Greece [Member]
Equity method investment shares acquired, shares		16,666
Equity method investment shares acquired, value		$ 2,275
Closing price		$ 0.33
ICC International Cannabis Corp [Member]
Equity method investment shares acquired, shares		3,000,000
Equity method investment shares acquired, value		$ 14,100
Closing price		$ 0.005
Greece [Member]
Revenue		$ 10,689,681		$ 5,456,573
Income tax rate		29.00%
United Kingdom of England [Member]
Income tax rate		20.00%
Pancreta Bank [Member]
Equity Securities		$ 4,298

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INTANGIBLE ASSETS (Tables)

3 Months Ended

Mar. 31, 2020

INTANGIBLE ASSETS (Tables)

Intangible assets

	March 31, 2020			December 31, 2019
License	$	50,000		$	50,000
Trade name / mark		36,997			36,997
Customer base		176,793			176,793
		263,790			263,790
Less: Accumulated amortization		(58,054	)		(49,806	)
Subtotal		205,736			213,984
Goodwill		49,697			49,697
Total	$	255,433		$	263,681

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2020

SUBSEQUENT EVENTS

NOTE 16 - SUBSEQUENT EVENTS

April 23, 2020 Senior Promissory Note

On April 23, 2020, the Company executed a Senior Promissory Note (the “April Note”) in the principal amount of $200,000 payable to an unaffiliated third-party lender who had previously loaned the Company $2,810,000. The April Note bears interest at the rate of five (5%) percent per annum, paid quarterly in arrears. The April Note matures on December 31, 2020 unless in default. The Company may prepay the April Note within the first six (6) months by payment of unpaid interest for the first six (6) months and, after six (6) months, with a two (2%) percent ($4,000) premium.

The April Note is subject to acceleration in an Event of Default (as defined). Grigorios Siokas, the Company’s CEO, personally guaranteed repayment of the April Note. The guaranty is unconditional and irrevocable and constitutes a guaranty of performance and of payment when due, and not just of collection.

May 5, 2020 Senior Promissory Note 

On May 5, 2020, the Company executed a Senior Promissory Note (the “May 5 Note”) in the principal amount of $2,000,000 payable to an unaffiliated third-party lender. The May 5 Note bears interest at the rate of eighteen (18%) percent per annum, paid quarterly in arrears. The May 5 Note matures on December 31, 2020 unless in default.

The May 5 Note is subject to acceleration in an Event of Default (as defined). Grigorios Siokas, the Company’s CEO, personally guaranteed repayment of the May 5 Note. The guaranty is unconditional and irrevocable and constitutes a guaranty of performance and of payment when due, and not just of collection.

May 8, 2020 Senior Promissory Note 

On May 8, 2020, the Company executed a Senior Promissory Note (the “May 8 Note”) in the principal amount of $2,000,000 payable to an unaffiliated third-party lender. The May 8 Note bears interest at the rate of eighteen (18%) percent per annum, paid quarterly in arrears. The May 8 Note matures on June 8, 2020 unless in default.

The May 8 Note is subject to acceleration in an Event of Default (as defined). Grigorios Siokas, the Company’s CEO, personally guaranteed repayment of the May 8 Note. The guaranty is unconditional and irrevocable and constitutes a guaranty of performance and of payment when due, and not just of collection.

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RELATED PARTY TRANSACTIONS (Details) - Notes Payable - Related Party [Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Beginning Balance	$ 1,375,532	$ 1,793,437
Payments	(3,305)	(382,055)
Foreign currency translation	(25,851)	(35,850)
Ending Balance	$ 1,346,376	$ 1,375,532

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LINES OF CREDIT (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Interest expense	$ 17,673	$ 45,174
Line of Credit [Member] | National Bank of Greece Two [Member]
Interest rate	4.35%		4.35%
Borrowing maximum limit	$ 1,101,300		$ 1,122,700
Line of Credit [Member] | Alpha Bank of Greece [Member]
Interest rate	6.00%		6.00%
Debt outstanding amount	$ 805,678		$ 810,947
Borrowing maximum limit	$ 1,101,300		$ 1,122,700
Line of Credit [Member] | National Bank of Greece One [Member]
Interest rate	6.00%		6.00%
Debt outstanding amount	$ 2,629,327		$ 1,940,045
Borrowing maximum limit	$ 1,651,950		$ 1,684,050

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SUBSEQUENT EVENTS (Details Narrative)	3 Months Ended
	Mar. 31, 2020 USD ($)
Convertible notes payable, principal amount	$ 35,000
Subsequent Event [Member] | Senior Promissory Notes [Member] | May 5, 2020 [Member]
Interest rate	18.00%
Convertible notes payable, principal amount	$ 2,000,000
Maturity date, description	The May 5 Note matures on December 31, 2020 unless in default.
Subsequent Event [Member] | Senior Promissory Notes [Member] | On May 8, 2020[Member]
Interest rate	18.00%
Convertible notes payable, principal amount	$ 200,000
Maturity date, description	The May 8 Note matures on June 8, 2020 unless in default.
Subsequent Event [Member] | Senior Promissory Notes [Member] | On April 23, 2020[Member]
Interest rate	18.00%
Convertible notes payable, principal amount	$ 200,000
Maturity date, description	The April Note matures on December 31, 2020 unless in default.
Debt amount	$ 281,000
Description for the payment of installments	The Company may prepay the April Note within the first six (6) months by payment of unpaid interest for the first six (6) months and, after six (6) months, with a two (2%) percent ($4,000) premium.

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RELATED PARTY TRANSACTIONS (Tables)

3 Months Ended

Mar. 31, 2020

RELATED PARTY TRANSACTIONS

Summary of related party notes payable

	2020			2019
Beginning Balance	$	1,375,532		$	1,793,437
Payments		(3,305	)		(382,055	)
Foreign currency translation		(25,851	)		(35,850	)
Ending Balance	$	1,346,376		$	1,375,532

Summary of related party loans payable

	2020			2019
Beginning Balance	$	1,026,264		$	1,775,251
Proceeds		516,819			585,915
Payments		(49,572	)		(262,226	)
Conversion of debt		-			(1,050,000	)
Reclassification of receivable		-			2,547
Foreign currency translation		(5,704	)		(25,223	)
Ending Balance	$	1,487,807		$	1,026,264

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ORGANIZATION AND NATURE OF BUSINESS (Policies)

3 Months Ended

Mar. 31, 2020

ORGANIZATION AND NATURE OF BUSINESS (Policies)

Basis of Financial Statement Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with principles generally accepted in the United States of America.

Principles of Consolidation

Our condensed consolidated accounts include our accounts and the accounts of our wholly-owned subsidiaries, SkyPharm S.A., Decahedron Ltd. and Cosmofarm Ltd. All significant intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of the condensed consolidated 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of May 15, 2020, the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change, as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of March 31, 2020, and December 31, 2019, there were no cash equivalents.

The Company maintains bank accounts in the United States denominated in U.S. Dollars and in Greece and in Bulgaria all of them denominated in Euros. The Company also maintains bank accounts in the United Kingdom of Great Britain, dominated in Euros and Great Britain Pounds (British Pounds Sterling).

Account Receivable

Accounts receivable are stated at their net realizable value. The allowance for doubtful accounts against gross accounts receivable reflects the best estimate of probable losses inherent in the receivables portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other currently available information. As of March 31, 2020, and December 31, 2019, the Company’s allowance for doubtful accounts was $551,723 and $562,444, respectively.

Tax Receivables

The Company pays Value Added Tax (“VAT”) or similar taxes (“input VAT”), income taxes, and other taxes within the normal course of its business in most of the countries in which it operates related to the procurement of merchandise and/or services it acquires and/or on sales and taxable income. The Company also collects VAT or similar taxes on behalf of the government (“output VAT”) for merchandise and/or services it sells. If the output VAT exceeds the input VAT, this creates a VAT payable to the government. If the input VAT exceeds the output VAT, this creates a VAT receivable from the government. The VAT tax return is filed on a monthly basis offsetting the payables against the receivables. In observance of EU regulations for intra-EU cross-border sales, our subsidiaries in Greece, SkyPharm and Cosmofarm, do not charge VAT for sales to wholesale drug distributors registered in other European Union member states. The net VAT receivable is recorded in prepaid expense and other current assets on the condensed consolidated balance sheets.

Inventory

Inventory is stated at the lower-of-cost or net realizable value using the weighted average method. Inventory consists primarily of finished goods and packaging materials, i.e. packaged pharmaceutical products and the wrappers and containers they are sold in. A periodic inventory system is maintained by 100% count. Inventory is replaced periodically to maintain the optimum stock on hand available for immediate shipment.

The Company writes-down inventories to net realizable value based on physical condition, expiration date, current market conditions, as well as forecasted demand. The Company’s inventories are not highly susceptible to obsolescence. Many of the Company’s inventory items are eligible for return to our suppliers when pre-agreed product requirements, including, but not limited to, physical condition and expiration date, are not met.

Property and Equipment, net

Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated on a straight-line basis over the useful lives (except for leasehold improvements which are depreciated over the lesser of the lease term or the useful life) of the assets as follows:

	Estimated Useful Life
Leasehold improvements and technical works		Lesser of lease term or 40 years
Vehicles		6 years
Machinery		20 years
Furniture, fixtures and equipment		5–10 years
Computers and software		3-5 years

Depreciation expense was $53,512 and $49,499 for the three months ended March 31, 2020 and 2019, respectively. 

Impairment of Long-Lived Assets

In accordance with ASC 360-10, Long-lived assets, property and equipment and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.

Goodwill and Intangibles, net

The Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. Specifically, goodwill impairment is determined using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company uses level 3 inputs and a discounted cash flow methodology to estimate the fair value of a reporting unit. A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Company’s budget and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit.

Prior to the acquisition of Decahedron, the Company had no recorded goodwill value. As a result of the acquisition of Decahedron, the Company tested and expensed 100% of the goodwill allocated to the purchase price, an amount equal to $1,949,884 for the year ended December 31, 2017.

On December 19, 2018, as a result of the acquisition of Cosmofarm, the Company recorded $49,697 of goodwill.

Intangible assets with definite useful lives are recorded on the basis of cost and are amortized on a straight-line basis over their estimated useful lives. The Company uses a useful life of 5 years for an import/export license. The Company evaluates the remaining useful life of intangible assets annually to determine whether events and circumstances warrant a revision to the remaining amortization period. If the estimate of the intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset will be amortized prospectively over that revised remaining useful life. As of March 31, 2020, no revision to the remaining amortization period of the intangible assets was made.

Amortization expense was $8,248 and $6,874 for the three months ended March 31, 2020 and 2019, respectively.

Equity Method Investment

For those investments in common stock or in-substance common stock in which the Company has the ability to exercise significant influence over the operating and financial policies of the investee, the investment is accounted for under the equity method. The Company records its share in the earnings of the investee and is included in “Equity earnings of affiliate” in the consolidated statement of operations. The Company assesses its investment for other-than-temporary impairment when events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable and recognizes an impairment loss to adjust the investment to its then current fair value.

Investments in Equity Securities

Effective January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2016-01, and accordingly, investments in equity securities are accounted for at fair value with changes in fair value recognized in net income. Equity securities are classified as short-term or long-term based on the nature of the securities and their availability to meet current operating requirements. Equity securities that are readily available for use in current operations are reported as a component of current assets in the accompanying consolidated balance sheets. Equity securities that are not considered available for use in current operations would be reported as a component of long-term assets in the accompanying consolidated balance sheets. For equity securities with no readily determinable fair value, the Company elects a measurement alternative to fair value. Under this alternative, the Company measures the investments at cost, less any impairment, and adjusted for changes resulting from observable price changes in transactions for identical or similar investments of the investee. The election to use the measurement alternative is made for each eligible investment.

As of March 31, 2020, investments consisted of 3,000,000 shares, which traded at a closing price of $0.005 per share or a value of $14,100 of ICC International Cannabis Corp, 40,000 shares which traded at a closing price of $4.91 per share, or value of $196,525 of Diversa S.A. and 16,666 shares which traded at a closing price of $0.33 per share or value of $2,275 of National Bank of Greece. Additionally, the Company has $4,298 in equity securities of Pancreta bank, which are not publicly traded and recorded at cost. See Note 3, for additional investments in equity securities.

Fair Value Measurement

The Company applies FASB ASC 820, Fair Value Measurements and Disclosures, (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements establishes a framework for measuring fair value and expands disclosure about such fair value measurements.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

The following tables presents assets that are measured and recognized at fair value as of March 31, 2020 and December 31, 2019, on a recurring basis:

	March 31, 2020						Total Carrying
	Level 1		Level 2		Level 3		Value
Marketable securities – ICC International Cannabis Corp.	$	14,100		-		-	$	14,100
Marketable securities – Divsersa S.A.		196,525		-		-		196,525
Marketable securities – National Bank of Greece		2,275		-		-		2,275
	$	212,900					$	212,900

	December 31, 2019						Total Carrying
	Level 1		Level 2		Level 3		Value
Marketable securities – ICC International Cannabis Corp.	$	33,000		-		-	$	33,000
Marketable securities – Divsersa S.A.		200,290		-		-		200,290
Marketable securities – National Bank of Greece		5,650		-		-		5,650
	$	238,940					$	238,940

In addition, FASB ASC 825-10-25 Fair Value Option, (“ASC 825-10-25”), expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments.

Customer Advances

The Company receives prepayments from certain customers for pharmaceutical products prior to those customers taking possession of the Company’s products; the Company records these receipts as customer advances until it has met all the criteria for recognition of revenue including passing control of the products to its customer, at such point the Company will reduce the customer and deposits balance and credit the Company’s revenues.

Revenue Recognition

The Company adopted the modified retrospective adoption in accordance with ASC 606, Revenue from Contracts with Customers, on January 1, 2018. The new guidance introduces a five-step model for recognizing revenue by applying the following steps: (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the performance obligations are satisfied by transferring the promised goods to the customer. Once these steps are met, revenue is recognized upon delivery of the product. Adoption of ASC 606 has not changed the timing and nature of the Company’s revenue recognition and there has been no material effect on the Company’s condensed consolidated financial statements.

Stock-based Compensation

The Company records stock-based compensation in accordance with ASC 718, Stock Compensation (“ASC 718”) and Staff Accounting Bulletin No. 107 (“SAB 107”) issued by the SEC in March 2005 regarding its interpretation of ASC 718. ASC 718 requires the fair value of all stock-based employee compensation awarded to employees to be recorded as an expense over the related requisite service period. The Company values any employee or non-employee stock-based compensation at fair value using the Black-Scholes Option Pricing Model.

The Company accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASU 2018-07, Compensation-Stock Compensation.

Foreign Currency Translations and Transactions

Assets and liabilities of all foreign operations are translated at year-end rates of exchange, and the statements of operations are translated at the average rates of exchange for the year. Gains or losses resulting from translating foreign currency financial statements are accumulated in a separate component of stockholders’ deficit until the entity is sold or substantially liquidated.

Gains or losses from foreign currency transactions (transactions denominated in a currency other than the entity’s local currency) are included in net earnings.

Income Taxes

The Company accounts for income taxes under the asset and liability method, as required by the accounting standard for income taxes, ASC 740. Under this method, 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 basis, as well as net operating loss carry forwards. 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.

The Company is liable for income taxes in Greece and the United Kingdom of England. The corporate income tax rate is 29% in Greece (tax losses are carried forward for five years effective January 1, 2013) and 20% in United Kingdom of England. Losses may also be subject to limitation under certain rules regarding change of ownership.

We regularly review deferred tax assets to assess their potential realization and establish a valuation allowance for portions of such assets to reduce the carrying value if we do not consider it to be more likely than not that the deferred tax assets will be realized. Our review includes evaluating both positive (e.g., sources of taxable income) and negative (e.g., recent historical losses) evidence that could impact the realizability of our deferred tax assets. As of March 31, 2020, the Company has maintained a valuation allowance against all net deferred tax assets in each jurisdiction in which it is subject to income tax.

The Company periodically reviews the uncertainties and judgments related to the application of complex income tax regulations to determine income tax liabilities in several jurisdictions. The Company uses a “more likely than not” criterion for recognizing the income tax benefit of uncertain tax positions and establishing measurement criteria for income tax benefits. The Company has evaluated the impact of these positions and due to the fact that the fiscal years 2013 - 2014 are unaudited by the Greek tax authorities, a potential tax liability has been identified, which may arise from a prospective tax audit from tax authorities, based on the tax settlement note of years 2007 - 2009. The amount of the liability as of March 31, 2020, and December 31, 2019, was $78,196 and $79,716, respectively, and has been recorded as a long-term liability within the condensed consolidated balance sheets.

Retirement and Termination Benefits

Under Greek labor law, employees are entitled to lump-sum compensation in the event of termination or retirement. The amount depends on the employee’s work experience and renumeration as of the day of termination or retirement. If an employee remains with the company until full-benefit retirement, the employee is entitled to a lump-sum equal to 40% of the compensation to be received if the employee were to be dismissed on the same day. The Company periodically reviews the uncertainties and judgments related to the application of the relevant labor law regulations to determine retirement and termination benefits obligations of its Greek subsidiaries. The Company has evaluated the impact of these regulations and has identified a potential retirement and termination benefits liability. The amount of the liability as of March 31, 2020, and December 31, 2019, was $75,706 and $77,170 respectively, and has been recorded as a long-term liability within the condensed consolidated balance sheets.

Basic and Diluted Net Income (Loss) per Common Share

Basic income per share is calculated by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted income per share is calculated by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period and, when dilutive, potential shares from stock options and warrants to purchase common stock, using the treasury stock method. In accordance with ASC 260, Earnings Per Share, the following table reconciles basic shares outstanding to fully diluted shares outstanding.

	Three Months Ended March 31,
	2020		2019
Weighted average number of common shares outstanding Basic		13,225,387		13,384,574
Potentially dilutive common stock equivalents		-		-
Weighted average number of common and equivalent shares outstanding – Diluted		13,225,387		13,384,574

Common stock equivalents are included in the diluted income per share calculation only when option exercise prices are lower than the average market price of the common shares for the period presented.

Recent Accounting Pronouncements

In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350), which simplifies the measurement of goodwill by eliminating Step 2 from the current goodwill impairment test in the event that there is evidence of an impairment based on qualitative or quantitative assessments. ASU 2017-04 does not change how the goodwill impairment is identified, and the Company will continue to perform a qualitative assessment annually to determine whether the two-step impairment test is required. Until the adoption, current accounting standards require the impairment loss to be recognized under Step 2 of the impairment test. This requires the Company to calculate the implied fair value of goodwill by assigning fair value to the reporting unit’s assets and liabilities as if the reporting unit has been acquired in a business combination, then subsequently subtracting the implied goodwill from the carrying amount of the goodwill. The new standard would require the Company to determine the fair value of the reporting unit and subtract the carrying value from the fair value of the reporting unit to determine if there is an impairment. ASU 2017-04 is effective for the Company for fiscal years beginning after December 15, 2019, and early adoption is permitted. ASU 2017-04 is required to be adopted prospectively, and the adoption is effective for annual goodwill impairment tests performed in the year of adoption. The adoption of ASU No. 2017-04 did not have a material effect on the Company’s condensed consolidated financial position or the Company’s consolidated results of operations.

XML

CAPITAL STRUCTURE (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Feb. 18, 2019	Mar. 31, 2020	Dec. 31, 2019
Common stock, shares, outstanding		12,860,059	12,860,059
Common stock, shares issued		13,225,387	13,225,387
Common stock shares authorized		300,000,000	300,000,000
Preferred stock shares authorized		100,000,000	100,000,000
Treasury stock, shares transferred		365,328	365,328
Stock Purchase Agreement [Member] | Institutional Noteholder One [Member]
Common stock, shares purchased	83,341
Cancellation of shares		26,221
Treasury stock, shares transferred	250,023	57,120
Payment made against shares purchased		$ 250,023
Common stock, purchase price	$ 3.00
Stock Purchase Agreement [Member] | Institutional Noteholder [Member]
Common stock, shares purchased

XML

LINES OF CREDIT (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Line of credit	$ 3,435,005	$ 2,750,992
Eurobank [Member]
Lines of credit
Alpha [Member]
Lines of credit	805,678	810,947
National [Member]
Lines of credit	$ 2,629,327	$ 1,940,045

XML

STOCK OPTIONS AND WARRANTS (Details 1) - Warrants [Member]	3 Months Ended
	Mar. 31, 2020 USD ($) $ / shares shares
Number of Shares
Number of Shares Outstanding, Beginning | shares	1,164,673
Granted | shares
Forfeited | shares
Exercised | shares
Expired | shares
Number of Shares Outstanding, Ending | shares	1,164,673
Number of Shares Exercisable, March 31, 2020 | shares	1,164,673
Weighted Average Exercise Price
Weighted Average Exercise Price Outstanding, Beginning | $ / shares	$ 6.41
Granted | $ / shares
Forfeited | $ / shares
Exercised | $ / shares
Expired | $ / shares
Weighted Average Exercise Price Outstanding, Ending | $ / shares	6.41
Weighted Average Exercise Price Exercisable, March 31, 2020 | $ / shares	$ 6.41
Weighted Average Remaining Contractual Term
Weighted Average Remaining Contractual Term Outstanding, Beginning	5 years 3 days
Weighted Average Remaining Contractual Term Outstanding, Ending	3 years 9 months 3 days
Weighted Average Remaining Contractual Term Exercisable, March 31, 2020	3 years 9 months 3 days
Aggregate Intrinsic Value
Aggregate Intrinsic Value Outstanding, Beginning Balance | $
Granted | $
Forfeited | $
Exercised | $
Expired | $
Aggregate Intrinsic Value Outstanding, Ending Balance | $

XML

LEASES (Details 1)	Mar. 31, 2020 USD ($)
LEASES (Details 1)
Remainder of 2020	$ 44,001
2021	45,391
2022	27,831
2023	16,268
2024	4,047
Thereafter
Total undiscounted finance lease payments	137,539
Less: Imputed interest	12,828
Present value of finance lease liabilities	$ 124,710

XML

ORGANIZATION, NATURE OF BUSINESS AND GOING CONCERN

3 Months Ended

Mar. 31, 2020

ORGANIZATION, NATURE OF BUSINESS AND GOING CONCERN

NOTE 2 - ORGANIZATION, NATURE OF BUSINESS AND GOING CONCERN

Overview

Cosmos Holdings, Inc. is an international pharmaceutical wholesaler. The Company imports, exports and distributes brand-name and generic pharmaceuticals, over-the-counter (“OTC”) medicines, a variety of vitamins, and dietary supplements. Through March 31, 2020, we operated our business through three wholly owned subsidiaries: (i) SkyPharm S.A. (“SkyPharm”), headquartered in Thessaloniki, Greece; (ii) Decahedron Ltd. (“Decahedron”), headquartered in Harlow, United Kingdom (“UK”); and (iii) Cosmofarm Ltd. (“Cosmofarm”), headquartered in Athens, Greece. Our business is primarily comprised of cross-border sales of brand-name pharmaceutical products in the European Union (“EU”). Our cross-border pharmaceutical wholesale business serves wholesale pharmaceutical distributors and independent retail pharmacies across the EU through a network of three strategic distribution centers, as well as an additional warehousing facility. Pharmaceutical manufacturers generally implement variable pricing strategies within the EU market. Identifying and evaluating price spreads between EU member states enables us to source brand-name pharmaceuticals from countries where ex-factory prices are comparatively low and export to countries where the same products are priced higher. We remain focused on leveraging our growing purchasing scale and supplier relationships to secure discounts and provide pharmaceuticals at reduced prices and continuing to drive organic growth at attractive margins for our cross-border pharmaceutical wholesale business.

We regularly evaluate and undertake strategic initiatives to expand our distribution reach, improve our profit margins, and strengthen our competitive position. In 2018, we entered the vitamins and dietary supplements segment and in the fourth quarter of 2018 we posted the first sales of our own brand of nutraceuticals; SkyPremium Life. Through the December 2018 acquisition of Cosmofarm, we entered the full-line pharmaceutical wholesale distribution segment. Cosmofarm now serves approximately 370 independent retail pharmacies and 15 pharmaceutical wholesalers in the greater Athens region by providing a reliable supply of brand-name and generic pharmaceuticals, OTC medicines, vitamins, and dietary supplements. We invest in technology to enhance safety, distribution and warehousing efficiency and reliability. For example, Cosmofarm operates two fully automated ROWA, a German robotic warehouse system that ensure 0% error selection rate, accelerate order fulfillment, and yield higher cost-efficiency in our Athens distribution center.

We make use of analytics and customer feedback from our EU-wide network of wholesale pharmaceutical distributors and independent retail pharmacies to identify and evaluate which nutraceutical product codes to develop to add to our SkyPremium Life portfolio. We intend to continue to bring SkyPremium Life products to market primarily through our existing network of over 160 pharmaceutical wholesale clients and vendors and approximately 370 independent retail pharmacies in the EU. There is growing demand for vitamins and food supplements and we are committed to developing quality products and creating enhanced customer value.

We are also closely monitoring the legal framework for prescription and non-prescription derivates of cannabis products as it develops in Europe. As the legal framework and processes are developed and implemented in each respective EU country, we will utilize our existing network to distribute both prescription and non-prescription derivatives of cannabis products to our current customer base. We currently intend to only distribute prescription and non-prescription derivatives of cannabis products to approved EU countries and not in the US.

We regularly evaluate acquisition targets that would allow us to expand our distribution reach and/or vertically integrate into the supply chain of the products that we currently distribute. We believe that the demand for reasonably priced medicines, delivered on time and in the highest quality is set to increase in the years to come, as the population’s life expectancy increases. With our product portfolio of patented and non-patented medicines, we contribute to the optimization of efficient medicinal care, and thereby lowering cost for health insurance funds, companies, and patients. We also believe that the demand for non-prescription wellness products such as food and dietary supplements will continue to increase as individuals are increasingly supplementing their nutritional intake.

We believe the EU pharmaceutical import/export market will continue to grow. We continue to encounter competition in the market as we grow. The competition comes in the form of level of service, reliability, and product quality. On the procurement side, we continue to expand our vendor base. In order to minimize business risks, we diversify our sources of supply. We maintain our high-quality standards by carefully selecting and qualifying our suppliers as well as actively ensuring that our suppliers meet our standard of quality control on an ongoing basis.

On July 22, 2015, the Hellenic Ministry of Health and more specifically the National Organization for Medicines granted SkyPharm a license for the wholesale of pharmaceutical products for human use. The license is valid for a period of five years and pursuant to the EU directive of (2013/C343/01).

Decahedron received its Wholesale Distribution Authorization for human use on November 7, 2013, from the UK Medicines and Healthcare Products Regulatory Agency (MHRA) in accordance with Regulation 18 of the Human Medicines Regulations 2012 (SI 2012/1916) and it is subject to the provision of those Regulations and the Medicines Act 1971. This license will continue to remain in force from the date of issue by the Licensing Authority unless cancelled, suspended, revoked or varied as to the period of its validity or relinquished by the authorization holder.

On February  1, 2019, the Hellenic Ministry of Health and the National Organization for Medicines extended the validity of Cosmofarm’s license for the wholesale of pharmaceutical products for human use for a period of five years and pursuant to the EU directive of (2013/C 343/01).

Corporate History and Structure

Cosmos Holdings, Inc. was incorporated in the State of Nevada under the name Prime Estates and Developments, Inc. on July 21, 2009. On November 14, 2013, we changed our name to Cosmos Holdings, Inc.

On September 27, 2013, the Company, closed a reverse take-over transaction by which it acquired a private company whose principal activities are the trading of products, providing representation, and provision of consulting services to various sectors. Pursuant to a Share Exchange Agreement between the Registrant and Amplerissimo Ltd., a company incorporated in Cyprus (“Amplerissimo”), the Company acquired 100% of Amplerissimo’s issued and outstanding common stock. As a result of the reverse take-over transaction, Amplerissimo became a wholly owned subsidiary of the Company.

On August 1, 2014, the Company, through its Cypriot subsidiary Amplerissimo, formed SkyPharm S.A., a Greek corporation (“SkyPharm”), a subsidiary that focuses on the trading, sourcing and distribution of pharmaceutical products.

In February 2017, the Company completed the acquisition of Decahedron Ltd., a UK corporation (“Decahedron”) consummating the transactions contemplated by the Stock Purchase Agreement, dated November 17, 2016 as amended (the “Decahedron SPA”). Pursuant to the terms of the Decahedron SPA, the shareholders of Decahedron received an aggregate of 170,000 shares of common stock of the Company (the “Stock Consideration”), which were delivered following the closing in exchange for all of the ordinary shares of Decahedron for the stock consideration. Decahedron is a fully licensed wholesaler of pharmaceutical products and its primary activity is the distribution, import and export of pharmaceuticals.

On November 21, 2017, the Company effected a one-for-ten (1:10) reverse stock split whereby the Company decreased, by a ratio of one-for-ten (1:10) the number of issued and outstanding shares of common stock. Proportional adjustments for the reverse stock split were made to the Company’s outstanding stock options, and warrants including all share and per-share data, for all amounts and periods presented in the consolidated financial statements.

On September 29, 2018, Amplerissimo transferred its remaining 22% investment in SkyPharm to the Company. The Company now holds 100% of the capital of SkyPharm as a 100% wholly-owned subsidiary of the Company. On September 30, 2018, the Company entered into a Share Purchase Agreement with an unaffiliated third party and sold 100% of the issued capital of its subsidiary, Amplerissimo.

On December 19, 2018, the Company completed the purchase of all of the capital stock of Cosmofarm Ltd., a pharmaceutical wholesaler based in Athens, Greece. The principal of the selling shareholder is Panagiotis Kozaris, who remained with Cosmofarm as a director and chief operating officer once it became a wholly owned subsidiary of the Company. Grigorios Siokas, the Company’s CEO, became the new CEO of Cosmofarm. Mr. Kozaris had no prior relationship to the Company other than as an independent shareholder. The purchase price payable is €200,000 evidenced by a promissory note.

Going Concern

The Company’s consolidated financial statements are prepared in conformity with U.S. GAAP which contemplates the continuation of the Company as a going concern. For the three months ended March 31, 2020, the Company had revenue of $11,933,248, a net loss of $483,310 and net cash used in operations of $1,144,739. Additionally, as of March 31, 2020, the Company had an accumulated deficit of $20,054,920 a working capital deficit of $7,673,520 and stockholders’ deficit of $7,087,901. It is management’s opinion that these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date of this filing.

The condensed consolidated financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty.

The Company has not yet established an adequate ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease development of operations.

In order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations, the Company will need, among other things, additional capital resources. Management’s plans to continue as a going concern include raising additional capital through increased sales of product and by sale of equity and/or debt. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described herein and eventually secure other sources of financing and attain profitable operations.

Summary of Significant Accounting Policies

Basis of Financial Statement Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with principles generally accepted in the United States of America.

Principles of Consolidation

Our condensed consolidated accounts include our accounts and the accounts of our wholly-owned subsidiaries, SkyPharm S.A., Decahedron Ltd. and Cosmofarm Ltd. All significant intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of the condensed consolidated 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of May 15, 2020, the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change, as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of March 31, 2020, and December 31, 2019, there were no cash equivalents.

The Company maintains bank accounts in the United States denominated in U.S. Dollars and in Greece and in Bulgaria all of them denominated in Euros. The Company also maintains bank accounts in the United Kingdom of Great Britain, dominated in Euros and Great Britain Pounds (British Pounds Sterling).

Account Receivable

Accounts receivable are stated at their net realizable value. The allowance for doubtful accounts against gross accounts receivable reflects the best estimate of probable losses inherent in the receivables portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other currently available information. As of March 31, 2020, and December 31, 2019, the Company’s allowance for doubtful accounts was $551,723 and $562,444, respectively.

Tax Receivables

The Company pays Value Added Tax (“VAT”) or similar taxes (“input VAT”), income taxes, and other taxes within the normal course of its business in most of the countries in which it operates related to the procurement of merchandise and/or services it acquires and/or on sales and taxable income. The Company also collects VAT or similar taxes on behalf of the government (“output VAT”) for merchandise and/or services it sells. If the output VAT exceeds the input VAT, this creates a VAT payable to the government. If the input VAT exceeds the output VAT, this creates a VAT receivable from the government. The VAT tax return is filed on a monthly basis offsetting the payables against the receivables. In observance of EU regulations for intra-EU cross-border sales, our subsidiaries in Greece, SkyPharm and Cosmofarm, do not charge VAT for sales to wholesale drug distributors registered in other European Union member states. The net VAT receivable is recorded in prepaid expense and other current assets on the condensed consolidated balance sheets.

Inventory

Inventory is stated at the lower-of-cost or net realizable value using the weighted average method. Inventory consists primarily of finished goods and packaging materials, i.e. packaged pharmaceutical products and the wrappers and containers they are sold in. A periodic inventory system is maintained by 100% count. Inventory is replaced periodically to maintain the optimum stock on hand available for immediate shipment.

The Company writes-down inventories to net realizable value based on physical condition, expiration date, current market conditions, as well as forecasted demand. The Company’s inventories are not highly susceptible to obsolescence. Many of the Company’s inventory items are eligible for return to our suppliers when pre-agreed product requirements, including, but not limited to, physical condition and expiration date, are not met.

Property and Equipment, net

Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated on a straight-line basis over the useful lives (except for leasehold improvements which are depreciated over the lesser of the lease term or the useful life) of the assets as follows:

	Estimated Useful Life
Leasehold improvements and technical works		Lesser of lease term or 40 years
Vehicles		6 years
Machinery		20 years
Furniture, fixtures and equipment		5–10 years
Computers and software		3-5 years

Depreciation expense was $53,512 and $49,499 for the three months ended March 31, 2020 and 2019, respectively.

Impairment of Long-Lived Assets

In accordance with ASC 360-10, Long-lived assets, property and equipment and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.

Goodwill and Intangibles

The Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. Specifically, goodwill impairment is determined using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company uses level 3 inputs and a discounted cash flow methodology to estimate the fair value of a reporting unit. A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Company’s budget and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit.

Prior to the acquisition of Decahedron, the Company had no recorded goodwill value. As a result of the acquisition of Decahedron, the Company tested and expensed 100% of the goodwill allocated to the purchase price, an amount equal to $1,949,884 for the year ended December 31, 2017.

On December 19, 2018, as a result of the acquisition of Cosmofarm, the Company recorded $49,697 of goodwill.

Intangible assets with definite useful lives are recorded on the basis of cost and are amortized on a straight-line basis over their estimated useful lives. The Company uses a useful life of 5 years for an import/export license. The Company evaluates the remaining useful life of intangible assets annually to determine whether events and circumstances warrant a revision to the remaining amortization period. If the estimate of the intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset will be amortized prospectively over that revised remaining useful life. As of March 31, 2020, no revision to the remaining amortization period of the intangible assets was made.

Amortization expense was $8,248 and $6,874 for the three months ended March 31, 2020 and 2019, respectively.

Equity Method Investment

For those investments in common stock or in-substance common stock in which the Company has the ability to exercise significant influence over the operating and financial policies of the investee, the investment is accounted for under the equity method. The Company records its share in the earnings of the investee and is included in “Equity earnings of affiliate” in the consolidated statement of operations. The Company assesses its investment for other-than-temporary impairment when events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable and recognizes an impairment loss to adjust the investment to its then current fair value.

Investments in Equity Securities

Effective January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2016-01, and accordingly, investments in equity securities are accounted for at fair value with changes in fair value recognized in net income. Equity securities are classified as short-term or long-term based on the nature of the securities and their availability to meet current operating requirements. Equity securities that are readily available for use in current operations are reported as a component of current assets in the accompanying consolidated balance sheets. Equity securities that are not considered available for use in current operations would be reported as a component of long-term assets in the accompanying consolidated balance sheets. For equity securities with no readily determinable fair value, the Company elects a measurement alternative to fair value. Under this alternative, the Company measures the investments at cost, less any impairment, and adjusted for changes resulting from observable price changes in transactions for identical or similar investments of the investee. The election to use the measurement alternative is made for each eligible investment.

As of March 31, 2020, investments consisted of 3,000,000 shares, which traded at a closing price of $0.005 per share or a value of $14,100 of ICC International Cannabis Corp, 40,000 shares which traded at a closing price of $4.91 per share, or value of $196,525 of Diversa S.A. and 16,666 shares which traded at a closing price of $0.33 per share or value of $2,275 of National Bank of Greece. Additionally, the Company has $4,298 in equity securities of Pancreta bank, which are not publicly traded and recorded at cost. See Note 3, for additional investments in equity securities.

Fair Value Measurement

The Company applies FASB ASC 820, Fair Value Measurements and Disclosures, (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements establishes a framework for measuring fair value and expands disclosure about such fair value measurements.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

The following tables presents assets that are measured and recognized at fair value as of March 31, 2020 and December 31, 2019, on a recurring basis:

	March 31, 2020						Total Carrying
	Level 1		Level 2		Level 3		Value
Marketable securities – ICC International Cannabis Corp.	$	14,100		-		-	$	14,100
Marketable securities – Divsersa S.A.		196,525		-		-		196,525
Marketable securities – National Bank of Greece		2,275		-		-		2,275
	$	212,900					$	212,900

	December 31, 2019						Total Carrying
	Level 1		Level 2		Level 3		Value
Marketable securities – ICC International Cannabis Corp.	$	33,000		-		-	$	33,000
Marketable securities – Divsersa S.A.		200,290		-		-		200,290
Marketable securities – National Bank of Greece		5,650		-		-		5,650
	$	238,940					$	238,940

In addition, FASB ASC 825-10-25 Fair Value Option, (“ASC 825-10-25”), expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments.

Customer Advances

The Company receives prepayments from certain customers for pharmaceutical products prior to those customers taking possession of the Company’s products; the Company records these receipts as customer advances until it has met all the criteria for recognition of revenue including passing control of the products to its customer, at such point the Company will reduce the customer and deposits balance and credit the Company’s revenues.

Revenue Recognition

The Company adopted the modified retrospective adoption in accordance with ASC 606, Revenue from Contracts with Customers, on January 1, 2018. The new guidance introduces a five-step model for recognizing revenue by applying the following steps: (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the performance obligations are satisfied by transferring the promised goods to the customer. Once these steps are met, revenue is recognized upon delivery of the product. Adoption of ASC 606 has not changed the timing and nature of the Company’s revenue recognition and there has been no material effect on the Company’s condensed consolidated financial statements.

Stock-based Compensation

The Company records stock-based compensation in accordance with ASC 718, Stock Compensation (“ASC 718”) and Staff Accounting Bulletin No. 107 (“SAB 107”) issued by the SEC in March 2005 regarding its interpretation of ASC 718. ASC 718 requires the fair value of all stock-based employee compensation awarded to employees to be recorded as an expense over the related requisite service period. The Company values any employee or non-employee stock-based compensation at fair value using the Black-Scholes Option Pricing Model.

The Company accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASU 2018-07, Compensation-Stock Compensation.

Foreign Currency Translations and Transactions

Assets and liabilities of all foreign operations are translated at year-end rates of exchange, and the statements of operations are translated at the average rates of exchange for the year. Gains or losses resulting from translating foreign currency financial statements are accumulated in a separate component of stockholders’ deficit until the entity is sold or substantially liquidated.

Gains or losses from foreign currency transactions (transactions denominated in a currency other than the entity’s local currency) are included in net earnings.

Income Taxes

The Company accounts for income taxes under the asset and liability method, as required by the accounting standard for income taxes, ASC 740. Under this method, 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 basis, as well as net operating loss carry forwards. 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.

The Company is liable for income taxes in Greece and the United Kingdom of England. The corporate income tax rate is 29% in Greece (tax losses are carried forward for five years effective January 1, 2013) and 20% in United Kingdom of England. Losses may also be subject to limitation under certain rules regarding change of ownership.

We regularly review deferred tax assets to assess their potential realization and establish a valuation allowance for portions of such assets to reduce the carrying value if we do not consider it to be more likely than not that the deferred tax assets will be realized. Our review includes evaluating both positive (e.g., sources of taxable income) and negative (e.g., recent historical losses) evidence that could impact the realizability of our deferred tax assets. As of March 31, 2020, the Company has maintained a valuation allowance against all net deferred tax assets in each jurisdiction in which it is subject to income tax. 

The Company periodically reviews the uncertainties and judgments related to the application of complex income tax regulations to determine income tax liabilities in several jurisdictions. The Company uses a “more likely than not” criterion for recognizing the income tax benefit of uncertain tax positions and establishing measurement criteria for income tax benefits. The Company has evaluated the impact of these positions and due to the fact that the fiscal years 2013 - 2014 are unaudited by the Greek tax authorities, a potential tax liability has been identified, which may arise from a prospective tax audit from tax authorities, based on the tax settlement note of years 2007 - 2009. The amount of the liability as of March 31, 2020, and December 31, 2019, was $78,196 and $79,716, respectively, and has been recorded as a long-term liability within the condensed consolidated balance sheets.

Retirement and Termination Benefits

Under Greek labor law, employees are entitled to lump-sum compensation in the event of termination or retirement. The amount depends on the employee’s work experience and renumeration as of the day of termination or retirement. If an employee remains with the company until full-benefit retirement, the employee is entitled to a lump-sum equal to 40% of the compensation to be received if the employee were to be dismissed on the same day. The Company periodically reviews the uncertainties and judgments related to the application of the relevant labor law regulations to determine retirement and termination benefits obligations of its Greek subsidiaries. The Company has evaluated the impact of these regulations and has identified a potential retirement and termination benefits liability. The amount of the liability as of March 31, 2020, and December 31, 2019, was $75,706 and $77,170 respectively, and has been recorded as a long-term liability within the condensed consolidated balance sheets.

Basic and Diluted Net Loss per Common Share

Basic income per share is calculated by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted income per share is calculated by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period and, when dilutive, potential shares from stock options and warrants to purchase common stock, using the treasury stock method. In accordance with ASC 260, Earnings Per Share, the following table reconciles basic shares outstanding to fully diluted shares outstanding.

	Three Months Ended March 31,
	2020		2019
Weighted average number of common shares outstanding Basic		13,225,387		13,384,574
Potentially dilutive common stock equivalents		-		-
Weighted average number of common and equivalent shares outstanding - Diluted		13,225,387		13,384,574

Common stock equivalents are included in the diluted income per share calculation only when option exercise prices are lower than the average market price of the common shares for the period presented.

Recent Accounting Pronouncements

In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350), which simplifies the measurement of goodwill by eliminating Step 2 from the current goodwill impairment test in the event that there is evidence of an impairment based on qualitative or quantitative assessments. ASU 2017-04 does not change how the goodwill impairment is identified, and the Company will continue to perform a qualitative assessment annually to determine whether the two-step impairment test is required. Until the adoption, current accounting standards require the impairment loss to be recognized under Step 2 of the impairment test. This requires the Company to calculate the implied fair value of goodwill by assigning fair value to the reporting unit’s assets and liabilities as if the reporting unit has been acquired in a business combination, then subsequently subtracting the implied goodwill from the carrying amount of the goodwill. The new standard would require the Company to determine the fair value of the reporting unit and subtract the carrying value from the fair value of the reporting unit to determine if there is an impairment. ASU 2017-04 is effective for the Company for fiscal years beginning after December 15, 2019, and early adoption is permitted. ASU 2017-04 is required to be adopted prospectively, and the adoption is effective for annual goodwill impairment tests performed in the year of adoption. The adoption of ASU No. 2017-04 did not have a material effect on the Company’s condensed consolidated financial position or the Company’s consolidated results of operations.

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)
REVENUE	$ 11,933,248	$ 9,683,341
COST OF GOODS SOLD	10,740,077	9,057,179
GROSS PROFIT	1,193,171	626,162
OPERATING EXPENSES
General and administrative expenses	867,599	743,531
Depreciation and amortization expense	100,008	56,373
TOTAL OPERATING EXPENSES	967,607	799,904
INCOME (LOSS) FROM OPERATIONS	225,564	(173,742)
OTHER INCOME (EXPENSE)
Other income (expense), net	(11,434)	2,357
Interest expense - related party	(66)	(66)
Interest expense	(412,055)	(259,712)
Non-cash interest expense	(29,509)	(229,713)
Gain (loss) on equity investments, net	(22,172)	606,125
Foreign currency transaction loss, net	(227,134)	(160,640)
TOTAL OTHER EXPENSE, NET	(702,370)	(41,649)
LOSS BEFORE INCOME TAXES	(476,806)	(215,391)
INCOME TAX EXPENSE	(6,504)	(1,782)
NET LOSS	(483,310)	(217,173)
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment, net	(143,762)	61,629
TOTAL COMPREHENSIVE LOSS	$ (627,072)	$ (155,544)
BASIC NET LOSS PER SHARE	$ (0.04)	$ (0.02)
DILUTED NET LOSS PER SHARE	$ (0.04)	$ (0.02)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Basic	13,225,387	13,384,574
Diluted	13,225,387	13,384,574

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LINES OF CREDIT

3 Months Ended

Mar. 31, 2020

LINES OF CREDIT

NOTE 9 - LINES OF CREDIT

A summary of the Company’s lines of credit as of March 31, 2020 and December 31, 2019 is presented below:

	March 31, 2020		December 31, 2019
National	$	2,629,327	$	1,940,045
Alpha		805,678		810,947
Eurobank		-		-
Total	$	3,435,005	$	2,750,992

The line of credit with National Bank of Greece is being renewed annually with current interest rates of 6.00% and 4.35% on certain lines of credit. The maximum borrowing allowed was $1,651,950 and $1,684,050 at March 31, 2020 and December 31, 2019, respectively for the 6.00% line of credit. The maximum borrowing allowed was $1,101,300 and $1,122,700 at March 31, 2020 and December 31, 2019, respectively, for the 4.35% lines of credit. The outstanding balance was $2,629,327 and $1,940,045 at March 31, 2020 and December 31, 2019, respectively.

The line of credit with Alpha Bank of Greece is renewed annually with a current interest rate of 6.00%. The maximum borrowing allowed was $1,101,300 and $1,122,700 at March 31, 2020 and December 31, 2019, respectively. The outstanding balance was $805,678 and $810,947 at March 31, 2020 and December 31, 2019, respectively.

Interest expense for the three months ended March 31, 2020 and 2019, was $17,673 and $45,174, respectively.

Under the agreements, the Company is required to maintain certain financial ratios and covenants. These lines of credit were assumed in the Company’s acquisition of Cosmofarm. During the three months ended March 31, 2020 and 2019, the Company was in compliance with these ratios and covenants.

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INTANGIBLE ASSETS, NET

3 Months Ended

Mar. 31, 2020

INTANGIBLE ASSETS, NET

NOTE 5 - INTANGIBLE ASSETS, NET

Intangible assets, net consist of the following at:

	March 31, 2020			December 31, 2019
License	$	50,000		$	50,000
Trade name / mark		36,997			36,997
Customer base		176,793			176,793
		263,790			263,790
Less: Accumulated amortization		(58,054	)		(49,806	)
Subtotal		205,736			213,984
Goodwill		49,697			49,697
Total	$	255,433		$	263,681

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2020

COMMITMENTS AND CONTINGENCIES

NOTE 13 - COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time, the Company may be involved in litigation relating to claims arising out of the Company’s operations in the normal course of business. As of March 31, 2020, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s operations.

Intellectual Property Sale Agreement

On October 1, 2016, the Company entered into an Intellectual Property Sale Agreement with Anastasios Tsekas and Olga Parthenea Georgatsou (the “IPSA”) for the purchase of certain intellectual property rights relating to proprietary pharmaceutical formulas and any related technical information arising or related thereto (the “Intellectual Property”). The IPSA provides that the sellers shall be entitled to an aggregate of 200,000 shares of common stock of the Company, none of which have been issued to date, and issuable as follows in equal parts to each seller:

· 50,000 shares upon the successful conclusion of Preclinical Trials.

· 50,000 shares upon the conclusion of Phase I testing.

· 50,000 shares upon the conclusion of Phase II testing.

· 50,000 shares upon the conclusion of Phase III testing.

The Company has agreed to pay Anastasios Tsekas €1,500 per month until the first issuance of the shares referenced above. The Company has also agreed that in the event the Company disposes of the Intellectual Property prior to the periods referenced above, the sellers shall be entitled to the issuance of all the shares referenced above. The Company has not received yet the formula from Tseka as of today and therefore the Company was not able to proceed with any of the above cases or any preclinical trials phases.

Placement Agreement

On August 8, 2017, the Company entered into an agreement with a third-party placement agent (the “Agent”) who will serve as the Company’s exclusive placement agent or sole book running manager with respect to any offerings of equity or equity-linked securities as well as any debt offering with the two organizations named in the agreement (the “Offering”) for a period of 120 days. In the event that an Offering is agreed upon by the Agent and the Company, the Company shall provide payment as follows: (1) a cash commission of 6% of the total gross proceeds for two named investors (2) a cash commission of 4% of total gross proceeds from five named investors and (3) excluding the five named investors in “(2)” a cash commission equal to 8% of the total gross proceeds from the Offering and the issuance to the Agent or its designees of warrants covering 8% of the shares of common stock issued or issuable by the Company in the Offering. Additionally, the Agent will receive a cash fee of 8% payable within 5 business days, but only in the event of, the receipt by the Company of any cash proceeds from the exercise of any warrants with an expiration equal to or less than 24 months sold in the Offering. In connection with the Company’s November 16, 2017 Note offering, the Agent received a cash commission of $240,000, equal to eight (8%) percent of the total gross proceeds of the offering and the issuance of five-year warrants to purchase eight (8%) percent of the shares of common stock issued or issuable in the offering (excluding shares of common stock issuable upon exercise of any warrants issued to investors, or 53,600 shares); however, will receive eight (8%) percent of any cash proceeds received from the exercise of any warrants sold in the offering with an expiration equal to or less than twenty-four (24) months. The warrants are exercisable six (6) months after the date of issuance, or as of May 16, 2018.

In connection with the Company’s September 4, 2018 Note offering, the Agent received a cash commission for this transaction of $140,000, equal to seven (7%) percent of the total gross proceeds of the offering and the issuance of five-year warrants to purchase seven (7%) percent of the shares of common stock issued or issuable in this offering (excluding shares of common stock issuable upon exercise of any warrants issued to investors, or 26,056 shares); however, will receive seven (7%) percent of any cash proceeds received from the exercise of any warrants sold in the offering with an expiration equal to or less than twenty-four (24) months. The warrants are exercisable six (6) months after the date of issuance, or March 4, 2019.

Advisory Agreement

On April 18, 2018, SkyPharm S.A. entered into a ten-year Advisory Agreement with Synthesis Management Limited (the “Advisor”). The Advisor was retained to assist SkyPharm to secure corporate finance capital. The Advisor shall be paid €104,000 per year during the ten-year term.

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STOCK OPTIONS AND WARRANTS (Tables)

3 Months Ended

Mar. 31, 2020

STOCK OPTIONS AND WARRANTS (Tables)

Schedule of option activity during the year

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	Number of		Exercise		Contractual		Intrinsic
Options	Shares		Price		Term		Value
Balance Outstanding, December 31, 2019		74,000	$	1.32		2.47	$	198,000
Granted		-		-		-		-
Forfeited		-		-		-		-
Exercised		-		-		-		-
Expired		-		-		-		-
Balance Outstanding, March 31, 2020		74,000	$	1.32		1.32	$	24,750
Exercisable, March 31, 2020		74,000	$	1.32		1.32	$	24,750

Summary of warrant activity during the year

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	Number of		Exercise		Contractual		Intrinsic
Warrants	Shares		Price		Term		Value
Balance Outstanding, December 31, 2019		1,164,673	$	6.41		5.01	$	-
Granted		-		-		-		-
Forfeited		-		-		-		-
Exercised		-		-		-		-
Expired		-		-		-		-
Balance Outstanding, March 31, 2020		1,164,673	$	6.41		3.76	$	-
Exercisable, March 31, 2020		1,164,673	$	6.41		3.76	$	-

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ORGANIZATION NATURE OF BUSINESS AND GOING CONCERN (Details 3) - shares	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
ORGANIZATION NATURE OF BUSINESS AND GOING CONCERN (Details 3)
Weighted average number of common shares outstanding Basic	13,225,387	13,384,574
Potentially dilutive common stock equivalents
Weighted average number of common and equivalent shares outstanding - Diluted	13,225,387	13,384,574