8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): June 16, 2015

Tribute Pharmaceuticals Canada Inc.

(Exact Name of Registrant as Specified in its Charter)

Ontario, Canada	001-31198	Not Applicable
(State or Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

151 Steeles Avenue East, Milton, Ontario, Canada L9T 1Y1

(Address of principal executive offices) (Zip code)

(519) 434-1540

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

Tribute Pharmaceuticals Canada Inc., an Ontario corporation (the “Company”), is filing this Amendment on Form 8-K/A (“Amendment No. 1”) to amend the Current Report on Form 8-K (the “Original Form 8-K”) originally filed with the Securities and Exchange Commission (the “Commission”) on June 22, 2015 (the “Original Filing Date”), to amend and restate the Original Form 8-K in its entirety. In this Amendment, the Company is also adding Exhibits 99.2 and 99.3 to the Original Form 8-K as set forth below.

Item 1.01                      Entry into a Material Definitive Agreement.

Share Purchase Agreement

On June 16, 2015 (the “Closing Date”), the Company entered into a share purchase agreement (the “Share Purchase Agreement”) with the shareholders of Medical Futures Inc. (“MFI”) pursuant to which the Company acquired (the “Acquisition”) all of the outstanding shares of MFI (the “MFI Shares”). The consideration paid for the MFI Shares was comprised of (1) Cdn$8.3 million in cash on closing, (2) Cdn$5 million through the issuance of 3,723,008 common shares of the Company (“Common Shares”), (3) Cdn$5 million in the form of a one-year term promissory note (the “Note”) bearing interest at 8% annually convertible in whole or in part at the holder’s option at any time during the term into 2,813,778 Common Shares of the Company at a conversion rate of Cdn$1.77 per Common Share (subject to adjustment in certain events), and (4) future contingent cash milestone payments totaling Cdn$5.695 million that will be paid only upon obtaining certain consents. In addition, on the receipt of each regulatory approval for MFI’s two pipeline products described below (or upon the occurance of a change of control of the Company), the vendors will receive a payment of Cdn$1.25 million per product.

The Acquisition diversifies the Company’s product portfolio in Canada through the addition of 13 marketed products (Durela®, Proferrin®, Iberogast®, Moviprep®, Normacol®,  Resultz®, Pegalax®, Balanse®, Balanse® Kids, Balanse® Diaflor™, Purfem®, and Onypen®), one product recently approved by Health Canada but not launched (ibsum) and two pipeline products (Octasa® and BedBugz™), both of which are pending submission to Health Canada).

Durela (tramadol HCI extended release capsules) is indicated for the management of moderate to moderately severe pain in adults who require continuous treatment for several days or more. Durela is available in a unique, patent protected formulation, consisting of an immediate release tablet, encapsulated with controlled release beads, providing for a unique drug release profile and once a day dosing. MFI licensed Durela from Cipher Pharmaceuticals Inc. in September 2011 and has marketed the product in Canada since 2012. Durela is protected by a patent in Canada through October 2022.

Proferrin is a unique heme iron polypeptide formulated in a tablet. Heme is a naturally sourced form of iron derived from bovine hemoglobin and is used to prevent and treat those at risk of iron deficiency. Each Proferrin tablet contains the equivalent of 11mg of elemental iron. Proferrin has a unique mechanism of action which results in optimal iron uptake, minimal side effects and equal efficacy with or without food. MFI originally licensed Proferrin from Colorado Biolabs, Inc. in December 2006.  Proferrin is protected by a patent in Canada through September 2026.

Resultz (50% isopropyl myristate topical solution) is indicated for the treatment of head lice infestations in individuals two years and older. Resultz is a unique, non-toxic/pesticide free, patent protected, topical solution which is available without a prescription in pharmacies across Canada. Resultz treatment for head lice infestations is simple and consists of only 1 to 2 applications to achieve efficacy.  MFI assumed the Canadian license to Resultz from Piedmont Pharmaceuticals LLC in August 2012.

Iberogast was originally launched by MFI in 2006. Iberogast is distributed by MFI in Canada under an exclusive license from Steigerwald Arzneimittelwerk GmbH, which was subsequently acquired by Bayer in 2013. Iberogast has been available in Europe since 1960, and plays a leading role in the treatment of irritable stomach and irritable bowel syndrome.

Pegalax was launched by MFI in 2009 and is indicated for the relief of occasional constipation and is available as a powder for solution in 17g single use sachets. The main active ingredient in Pegalax is polyethylene glycol 3350. Polyethylene glycol 3350 is in a class of medications called osmotic laxatives.

Purfem was launched by MFI in 2010 under an exclusive license from Bifodan A/S. Purfem is a vaginal suppository ovule which contains two probiotic ingredients. Purfem is indicated for preventing and treating vaginal itching, burning, dryness, odour and discharge caused by an imbalance of the vaginal microbial flora. Purfem is a unique product which competes in the vaginal fungicide market. As a probiotic, Purfem is the only product in this category which does not contain a fungicide such as clotrimazole, miconazole, terconazole or nystatin. Purfem provides women with a unique, nonpharmcological, treatment option for bacterial vaginosis and yeast infections.

Mutaflor was launched by MFI in 2010 under an exclusive Canada and USA license from Pharma Zentrale GmbH. Mutaflor is indicated for patients who need to normalize stool frequency and consistency in diarrhea and constipation. Furthermore, it is for patients who experience abdominal cramps and pain. Mutaflor has been shown to be effective in patients with ulcerative colitis, Crohn’s disease, pouchitis, collagenous colitis, IBS, chronic constipation, diverticulitis and many other related disorders through over 80 years of clinical experience. The key active ingredient in Mutaflor® is the probiotic Escherichia coli Nissle 1917, formulated into enteric coated capsules for oral administration. Mutaflor is used as an adjunct to existing treatments for all of the above mentioned GI and lower abdominal disorders.

Onypen was launched by MFI in 2011 under an exclusive license from YouMedical B.V. in the Netherlands. Onypen is a non-pharmacologic treatment for onychomycosis or nail fungal infections.

Movi-Prep, launched in Canada in 2011, is distributed under license from Norgine B.V. from the Netherlands. Movi-prep is a gastrointestinal lavage used as a bowel cleanser prior to colonoscopy in adults over 18 years of age. The key active ingredient in Movi-Prep is Polyethylene Glycol 3350 (PEG 3350). The clinical efficacy derives from the osmotic action of PEG 3350, sodium sulphate, ascorbic acid and sodium ascorbate acting in concert. Due to the sequestration of water by PEG 3350, these ingredients exert a synergistic action, increasing the final osmolality to levels greater than would be theoretically calculated from the individual components.

Normacol is distributed under license from Norgine B.V. from the Netherlands. Normacol is a natural source fibre brand for the gentle relief of occasional constipation. The product is approved as an NPN in Canada and is available over the counter. Normacol would compete with other natural source fibre brands.

The Balanse portfolio consists of probiotic combinations formulated in capsules or chewable tablets, used in the daily maintenance of a healthy and normal functioning digestive system.

The Share Purchase Agreement contains customary representations, warranties and covenants from the parties, as well as provisions relating to indemnity and other matters. The representations, warranties and covenants contained in the Share Purchase Agreement are made only for purposes of the Share Purchase Agreement and are made as of specific dates; are solely for the benefit of the parties (except as specifically set forth therein); may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Share Purchase Agreement, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties, instead of establishing matters as facts; and may be subject to standards of materiality and knowledge applicable to the contracting parties that differ from those applicable to investors or security holders. Investors and security holders should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of MFI, its shareholders or the Company. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Share Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.

The foregoing description of the Share Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Share Purchase Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K. The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K. The foregoing description of the Debentures does not purport to be complete and is qualified in its entirety by reference to the form of Debenture, a copy of which is attached as Exhibit 4.2 to this Current Report on Form 8-K.

Agency Agreement

On June 16, 2015, the Company entered into an agency agreement (the “Agency Agreement”) with KES 7 Capital Inc., Bloom Burton & Co. Ltd, Mackie Research Capital Corporation, Laurentian Bank Securities Inc. and Dundee Capital Markets Ltd. (collectively, the “Agents”) in connection with a private placement (the “Debenture Offering”) of Cdn$12,500,000 principal amount of secured subordinated debentures (the “Debentures”). The Debentures bear interest at a rate of 6.0% per annum payable quarterly in arrears and mature on June 16, 2016 (the “Maturity Date”). The Debentures can be redeemed, in full, at any time following the closing date and prior to the Maturity Date, by the Company paying the principal amount plus any accrued and unpaid interest. The closing date of the Debenture Offering was June 16, 2015.  In connection with the Debenture Offering, the Agents received a cash commission equal to 6% of the gross proceeds of the Debenture Offering. The proceeds of the Debenture Offering were used to fund the acquisition of the cash portion of the purchase price of the Acquisition.

The Debentures have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and may not be offered, sold or delivered, directly or indirectly, to persons in the “United States” (as such term is defined in Regulation S under the Securities Act), except in transactions exempt from the registration requirements of the Securities Act and applicable state securities laws.

The Agency Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing and closing deliverables, indemnification obligations of the Company, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Agency Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The foregoing description of the Agency Agreement does not purport to be complete and is qualified in its entirety by reference to the Agency Agreement, a copy of which is attached as Exhibit 1.2 to this Current Report on Form 8-K.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration under the Securities Act and all applicable state securities laws or an applicable exemption from such registration requirements.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth above under “Item 1.01 Entry into a Material Definitive Agreement” in this Current Report is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under “Item 1.01 Entry into a Material Definitive Agreement” in this Current Report is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth above under “Item 1.01 Entry into a Material Definitive Agreement” in this Current Report is incorporated herein by reference.

The Common Shares issued to the selling shareholders in connection with the Acquisition were issued in reliance upon the exclusion from registration set forth in Rule 903 of Regulation S under the Securities Act. The Debentures issued in the Debenture Offering were offered and sold to purchasers outside the United States in reliance upon the exclusion from registration set forth in Rule 903 of Regulation S under the Securities Act.

Between May 28, 2015 and June 22, 2015, the Company issued an aggregate of 1,870,187 common shares of the Company, for aggregate cash consideration of US$1,122,112.20. The common shares were issued by the Company as a result of certain exercises of outstanding Series B common share purchase warrants by persons who were inside the “United States” and to “U.S. persons” (as such terms are defined in Regulation S under the U.S. Securities Act), in reliance upon Rule 506(b) of Regulation D under the U.S. Securities Act (“Regulation D”), solely to “accredited investors,” as such term is defined in Rule 501(a) of Regulation D. The exercise price of the Series B common share purchase warrants is US$0.60.

Between May 28, 2015 and June 22, 2015, the Company issued an aggregate of 2,326,900 common shares of the Company, for aggregate cash consideration of CDN$2,089,710. The common shares were issued by the Company as a result of certain exercises of outstanding common share purchase warrants by persons who were outside the “United States” and not “U.S. persons” (as such terms are defined in Regulation S under the U.S. Securities Act) in reliance upon Rule 903 of Regulation S under the U.S. Securities Act.  The exercise price of the common share purchase warrants is CDN$0.90.

Between May 28, 2015 and June 22, 2015, the Company issued an aggregate of 16,634 common shares of the Company. The common shares were issued by the Company as a result of certain exercises of outstanding stock options by persons who were outside the “United States” and not “U.S. persons” (as such terms are defined in Regulation S under the U.S. Securities Act) in reliance upon Rule 903 of Regulation S under the U.S. Securities Act. The exercise price of the stock options is CDN$8,203.60.

Between May 28, 2015 and June 22, 2015, the Company issued 1,165,994 common shares of the Company and 582,997 common share purchase warrants (of which 567,997 were exercised)  of the Company pursuant to the exercise of outstanding compensation options, for aggregate cash consideration of CDN$816,195.80. Each compensation option is exercisable at an exercise price of CDN$0.70, for a unit of the Company, with each unit consisting of one common share of the Company and one-half of one common share purchase warrant. Each whole common share purchase warrant is exercisable at an exercise price of CDN$0.90, for one common share of the Company. Such securities were or will be issued to persons who were outside the “United States” and not “U.S. persons” (as such terms are defined in Regulation S under the U.S. Securities Act) in reliance upon Rule 903 of Regulation S under the U.S. Securities Act.

Between May 15, 2015 and June 22, 2015, the Company granted an aggregate of 616,617 stock options exercisable for common shares of the Company. The stock options were granted by the Company pursuant to its stock option plan and were issued to persons who were "accredited investors," as such term is defined in Rule 501(a) of Regulation D, and inside the "United States" and to "U.S. persons." in reliance upon Rule 506(b) of Regulation D, and to persons who were outside the "United States" and no "U.S. persons" *as such terms are defined in Regulation S under the U.S. Securities Act) in reliance upon Rule 903 of Regulation S under the U.S. Securities Act.

Item 7.01 Regulation FD Disclosure.

On June 17, 2015, the Company issued a press release announcing the entry into the Share Purchase Agreement. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

On June 8, 2015, the Company entered into a merger agreement with Pozen, Inc. (“POZEN”) valued at approximately US$146 million. Upon completion of the transaction, which is expected to occur in the fourth quarter of 2015, subject to satisfaction of various conditions, the combined company will be named Aralez Pharmaceuticals plc (“New Aralez”). Upon closing, New Aralez is expected to trade on The NASDAQ Stock Market and Toronto Stock Exchange. Adrian Adams, the current CEO of POZEN, will lead the new company that will include a US$350 million capital commitment from a Deerfield-led syndicate to fund the commercial launch of YOSPRALATM in the United States and to pursue strategic acquisitions and growth opportunities in both Canada and the United States.

Additional Information and Where to Find It

In connection with the proposed transaction with POZEN, Aralez Pharmaceuticals plc (“Aralez”), POZEN and the Company will be filing documents with the SEC, including a Registration Statement on Form S-4 filed by Aralez that will include the proxy statement/prospectus relating to the proposed transaction. After the registration statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to POZEN stockholders in connection with the proposed transaction.  It is expected that shares of Aralez to be issued by Aralez to the Company shareholders will be issued in reliance upon the exemption from the registration requirements of the Securities Act, provided by Section 3(a)(10) thereof.  Upon receipt of an interim court order in respect of the plan of arrangement, the Company will be mailing an Information Circular to its shareholders in connection with the proposed transaction.  INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE RELATED PRELIMINARY AND DEFINITIVE PROXY/PROSPECTUS AS WELL AS THE INFORMATION CIRCULAR WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ARALEZ, POZEN, THE COMPANY AND THE PROPOSED TRANSACTION WITH POZEN. Investors and security holders may obtain free copies of these documents (when they are available) and other related documents filed with the SEC at the SEC’s website at www.sec.gov. Investors and security holders will be able to obtain free copies of the Information Circular and other documents filed by the Company on the System for Electronic Document Analysis Retrieval (“SEDAR”) website maintained by the Canadian Securities Administrators at www.sedar.com. Investors and security holders may obtain free copies of the documents filed by POZEN with the SEC on POZEN’s website at www.POZEN.com under the heading “Investors” and then under the heading “SEC Filings” and free copies of the documents filed by the Company with the SEC on the Company’s website at www.tributepharma.com under the heading “Investors” and then under the heading “SEC Filings”.

Participants in the Solicitation

POZEN and the Company and their respective directors and executive officers may be deemed participants in the solicitation of proxies from the stockholders of POZEN and shareholders of the Company in connection with the proposed transaction. Information regarding the special interests, if any, of these directors and executive officers in the proposed transaction will be included in the proxy statement/prospectus and Information Circular described above.  Additional information regarding the directors and executive officers of POZEN and the Company is contained in their respective Annual Reports on Form 10-K for the year ended December 31, 2014 filed with the SEC.

No Offer or Solicitation

This communication does not constitute an offer to sell, or the solicitation of an offer to sell, or the solicitation of an offer to subscribe for or buy, any securities nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Caution Regarding Forward-Looking Information and “Safe Harbor” Statement

This report contains forward-looking statements under applicable securities laws, including, but not limited to, statements related to the anticipated consummation of the business combination transaction among Aralez, POZEN and the Company and the timing thereof, the proposed listing on The NASDAQ Stock Market and Toronto Stock Exchange, the pending submission to Health Canada of the 2 pipeline products acquired in the Acquisition, and other statements that are not historical facts. These forward-looking statements are based on POZEN’s and the Company’s current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to the parties’ ability to complete the combination on the proposed terms and schedule; the combined company meeting the listing standards on The NASDAQ Stock Market and Toronto Stock Exchange; and those risks detailed from time-to-time under the caption “Risk Factors” and elsewhere in POZEN’s SEC filings and reports, including in its Annual Report on Form 10-K for the year ended December 31, 2014 and Form 10-Q for the quarter ended March 31, 2015 and in the Company’s SEC filings and reports, including in its Annual Report on Form 10-K for the year ended December 31, 2014 and Form 10-Q for the quarter ended March 31, 2015. POZEN and the Company undertake no duty or obligation to update any forward-looking statements contained in this presentation as a result of new information, future events or changes in their expectations.

Information Furnished

The information furnished herewith pursuant to Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Current Report shall not be incorporated by reference into any filing under the Securities Act, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(a)   Financial statements of businesses acquired.

The audited financial statements of MFI as of December 31, 2014 and for the years ended December 31, 2014  and 2013 are filed as Exhibit 99.2 to this Amendment No. 1 on Form 8-K/A and are incorporated herein by reference. The unaudited financial statements of MFI as of March 31, 2015 and for the three months ended March 31, 2015 are filed as Exhibit 99.2 to this Amendment No. 1 on Form 8-K/A and are incorporated herein by reference.

(b)   Pro forma financial information.

Any pro forma financial information that is required to be filed as a result of the Acquisition will be filed by an amendment to this Form 8-K not later than 71 calendar days after June 22, 2015.

(d)  Exhibits

The following exhibits are filed and furnished, respectively, herewith:

Exhibit No.	Description
1.1**#	Share Purchase Agreement, dated as of June 16, 2015, by and among Tribute Pharmaceuticals Canada Inc. and the shareholders of Medical Futures Inc.
1.2**	Agency Agreement, dated as of June 16, 2015, by and among Tribute Pharmaceuticals Canada Inc., and KES 7 Capital Inc., Bloom Burton & Co. Ltd, Mackie Research Capital Corporation, Laurentian Bank Securities Inc. and Dundee Capital Markets Ltd.
4.1**#	Promissory Note issued in connection with the Acquisition on June 16, 2015
4.2**	Form of Debenture for the Debenture Offering that closed on June 16, 2015
23.1*	Consent of McGovern, Hurley, Cunningham, LLP
99.1**	Press Release dated June 17, 2015
99.2*#	Audited Financial Statements of Medical Futures Inc. as of December 31, 2014 and for the years ended December 31, 2014 and 2013
99.3*	Unaudited Financial Statements of Medical Futures Inc. as of March 31, 2015 and for the three months ended March 31,  2015

*    Filed herewith

**  Previously filed as an exhibit to the Original Form 8-K.

#    Confidential portions of this Exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Certain exhibits to the Share Purchase Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of any of the exhibits to the Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Tribute Pharmaceuticals Canada Inc.
July 20, 2015	By:	/s/ Scott Langille
		Scott Langille
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
1.1**#	Share Purchase Agreement, dated as of June 16, 2015, by and among Tribute Pharmaceuticals Canada Inc. and the shareholders of Medical Futures Inc.
1.2**	Agency Agreement, dated as of June 16, 2015, by and among Tribute Pharmaceuticals Canada Inc., and KES 7 Capital Inc., Bloom Burton & Co. Ltd, Mackie Research Capital Corporation, Laurentian Bank Securities Inc. and Dundee Capital Markets Ltd.
4.1**#	Promissory Note issued in connection with the Acquisition on June 16, 2015
4.2**	Form of Debenture for the Debenture Offering that closed on June 16, 2015
23.1*	Consent of McGovern, Hurley, Cunningham, LLP
99.1**	Press Release dated June 17, 2015
99.2*#	Audited Financial Statements of Medical Futures Inc. as of December 31, 2014 and for the years ended December 31, 2014 and 2013
99.3*	Unaudited Financial Statements of Medical Futures Inc. as of March 31, 2015 and for the three months ended March 31, 2015

*    Filed herewith

**  Previously filed as an exhibit to the Original Form 8-K.

#    Confidential portions of this Exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Certain exhibits to the Share Purchase Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of any of the exhibits to the Commission upon request.

EX-23.1

Exhibit 23.1

Consent of Independent Auditors

We hereby consent to the incorporation by reference in the Registration Statement on Form F-3 (File No. 333-197817) of Tribute Pharmaceuticals Canada Inc. (the "Company") of our report dated July 15, 2015, relating to the financial statements for the two years ended December 31, 2014 of Medical Futures Inc., which appears in this Form 8-K/A of the Company dated July 20, 2015.

/s/ McGovern, Hurley, Cunningham, LLP

McGovern, Hurley, Cunningham, LLP

Toronto, Canada

July 20, 2015

EX-99.2

Exhibit 99.2

MEDICAL FUTURES INC.

Financial Statements

Years Ended December 31, 2013 and 2014

(Expressed in Canadian dollars)

MEDICAL FUTURES INC.

Index to Financial Statements

Years Ended December 31, 2013 and 2014

Page

FINANCIAL STATEMENTS  

Balance Sheets	4
Statements of Operations and Retained Earnings	5
Statements of Cash Flows	6
Notes to Financial Statements	7 - 17

Page 2 of 17

Page 3 of 17

MEDICAL FUTURES INC.

Balance Sheets

As at December 31, 2014

(Expressed in Canadian dollars)

		2014		2013
ASSETS
CURRENT
Cash	$	24,956	$	83,945
Accounts receivable (Note 8)		1,428,254		810,729
Inventory (Note 3)		1,731,987		1,307,102
Prepaid expenses		309,291		296,374
Due from related party (Note 8)		10,174		34,764

TOTAL CURRENT ASSETS		3,504,662		2,532,914
PROPERTY AND EQUIPMENT (Note 4)		65,582		90,406
INTANGIBLE ASSETS (Note 5)		1,453,135		1,606,415
TOTAL ASSETS	$	5,023,379	$	4,229,735

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT

Bank indebtedness (Note 7)	$	2,064,549	$	878,499
Accounts payable and accrued liabilities (Notes 6 and 8)		1,115,934		1,127,298
Income taxes payable (Note 10)		49		92,891
Deferred income taxes (Note 10)		-		3,400

TOTAL CURRENT LIABILITIES	3,180,532	2,102,088
DUE TO SHAREHOLDER (Note 8)	561,083	588,272

TOTAL LIABILITIES 3,741,615 2,690,360

SHAREHOLDERS' EQUITY
Share capital (Note 9)	350,001	350,001
Retained earnings	931,763	1,189,374

TOTAL SHAREHOLDERS’ EQUITY 1,281,764 1,539,375

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 5,023,379 $ 4,229,735

Contingencies and commitments (Notes 7 and 11)

Page 4 of 17

MEDICAL FUTURES INC.

Statements of Operations and Retained Earnings

For the years Ended December 31,

(Expressed in Canadian dollars)

		2014		2013
REVENUE (Note 8)	$	9,879,885	$	10,375,224

COST OF SALES (Note 8) 4,836,729 4,664,742

GROSS PROFIT 5,043,156 5,710,482

EXPENSES

Advertising and promotion	1,451,067	1,161,914
Amortization of property and equipment	18,394	17,772
Amortization of intangible assets	188,971	185,448
Business taxes, licenses and memberships	72,080	54,035
Insurance	107,256	123,563
Interest and bank charges	29,034	27,456
Interest on bank indebtedness	49,948	29,139
Meals and entertainment	162,487	175,188
Office and general	277,196	231,808
Professional fees	52,767	88,187
Property taxes	11,198	11,675
Premises (Note 8)	50,294	50,375
Repairs and maintenance	9,877	3,975
Salaries and wages	2,436,471	2,884,799
Supplies	28,733	19,932
Travel	236,348	234,780
Utilities	54,429	45,511

	5,236,550		5,345,557
(LOSS) INCOME FROM OPERATIONS	(193,394	)	364,925

OTHER INCOME (EXPENSES)

Interest from other sources	-		913
Charge for not meeting minimum product sales	(94,291	)	(68,945	)
Agreement termination charge recovery	-		201,450
Foreign exchange gains (losses)	44,181		(27,518	)

(50,110 ) 105,900

(LOSS) INCOME BEFORE INCOME TAXES	(243,504	)	470,825
INCOME TAXES (Note 10)	107		111,621

NET (LOSS) INCOME	(243,611	)	359,204
RETAINED EARNINGS - BEGINNING OF YEAR	1,189,374		844,170

		945,763			1,203,374
DIVIDENDS PAID		(14,000	)		(14,000	)
RETAINED EARNINGS - END OF YEAR	$	931,763		$	1,189,374

Page 5 of 17

MEDICAL FUTURES INC.

Statement of Cash Flows

Year Ended December 31, 2014

(Expressed in Canadian dollars)

OPERATING ACTIVITIES

		2014			2013
Net (loss)income	$	(243,611	)	$	359,204

Item not affecting cash:

Deferred income taxes	(3,400	)	(9,000	)
Amortization	207,365		203,220

(39,646 ) 553,424

Changes in non-cash working capital:

Accounts receivable	(617,525	)	514,202
Inventory	(424,885	)	427,351
Prepaid expenses	(12,917	)	(25,781	)
Accounts payable and accrued liabilities	(11,364	)	(1,082,849	)
Income taxes payable	(92,842	)	28,176
	(1,159,533	)	(138,901	)
Cash flow from (used by) operating activities	(1,199,179	)	414,523

INVESTING ACTIVITIES

Purchase of property and equipment	(10,689	)	(29,794	)
Proceeds on disposal of property and equipment	17,120		-
Purchase of intangible assets	(35,692	)	(552,250	)
Advances to related party	24,590		-

Cash flow used by investing activities (4,671 ) (582,044 )

FINANCING ACTIVITIES

Dividends paid	(14,000	)	(14,000	)
Bank indebtedness	1,186,050		240,356
Advances from shareholder	(27,189	)	8,501

Cash flow from financing activities 1,144,861 234,857

(DECREASE) INCREASE IN CASH FLOW	(58,989	)	67,336
Cash - beginning of year	83,945		16,609

CASH - END OF YEAR $ 24,956 $ 83,945

Page 6 of 17

MEDICAL FUTURES INC.

Notes to Financial Statements

Years Ended December 31, 2013 and 2014

(Expressed in Canadian dollars

1. DESCRIPTION OF BUSINESS  

Medical Futures Inc., ("the Company"), is incorporated under the Business Corporations Act of  Ontario. The Company is a pharmaceutical company that sells both pharmaceutical and natural therapeutic products into the North American marketplace. Founded in 2000, the Company is privately owned and based in Richmond Hill, Ontario. The Company actively seeks out and researches new products for introduction into several therapeutic areas including Gastroenterology, Pain Management, Dermatology, and Women’s Health.

With a mission to bring innovative products from around the world to the North American market, the Company aims to provide new, more effective treatment options in areas of unmet patient need.

The Company’s goal is to become the leading source of safe, effective and affordable health products in North America, and is committed to improving the overall quality of life of the patients.

2.         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

a)     CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash and all highly liquid investments purchased with an original maturity of three months or less at the date of purchase. Cash and cash equivalents are held with three major financial institutions in Canada. As at December 31, 2013 and 2014, the Company did not have any cash equivalents.

b)     ACCOUNTS RECEIVABLE

The Company routinely assesses the recoverability of all material trade and other receivables to determine their collectability by considering factors such as historical experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customer's ability to pay.

c)     REVENUE RECOGNITION

The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collectability is reasonably assured.

Revenues from the sale of products, net of trade discounts, returns and allowances, are recognized when legal title to the goods has been passed to the customer and collectability is reasonably assured.

A customer is obligated to pay for products sold to it within a specified number of days from the date that title to the products is transferred to the customer. The Company’s standard terms are 2% discount, net 30 from the date of invoice.

Page 7 of 17

MEDICAL FUTURES INC.

Notes to Financial Statements

Years Ended December 31, 2013 and 2014

(Expressed in Canadian dollars

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company has a product returns policy on some of its products, which allows the customer to return pharmaceutical products that have expired, for full credit, provided the expired products are returned within twelve months subsequent to the expiration date.

Transfer of title occurs and risk of ownership passes to a customer at the time of shipment or delivery, depending on the terms of the agreement with a particular customer. The sale price of the Company’s products is substantially fixed or determinable at the date of sale based on purchase orders generated by a customer and accepted by the Company. A customer’s obligation to pay the Company for products sold to it is not contingent upon the resale of those products. The Company recognizes revenues for the sale of products from the date the title to the products is transferred to the customer.

d)     INVENTORIES

Inventories are valued at the lower of cost and net realizable value with cost being determined using weighted-average cost formula for all inventory items.  Inventory includes all costs to purchase, convert, and bring the inventories to their present location and condition.  Inventory valuation reserves are maintained for inventory that is slow moving or obsolete.

e)     PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. The Company periodically evaluates whether current facts or circumstances indicate that the carrying value of such assets to be held and used may not be recoverable. The Company reviews its long-term assets, such as fixed assets to be held and used or disposed of, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recognized in the amount by which the carrying amount of the asset exceeds its fair value. The basis of amortization and estimated useful lives of these assets are provided for as follows:

Computer equipment	30%	declining balance method
Equipment	20%	declining balance method
Furniture and fixtures	20%	declining balance method
Leasehold improvements	Over the lease term	straight-line method

Page 8 of 17

MEDICAL FUTURES INC.

Notes to Financial Statements

Years Ended December 31, 2013 and 2014

(Expressed in Canadian dollars

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

f)     INTANGIBLE ASSETS

Intangible assets include patents, trademarks, product rights, and licensing agreements.

Patents represent capitalized legal costs incurred in connection with applications for patents. In-process patents pending are not amortized. All patents subject to amortization are amortized on a straight line basis over an estimated useful life of up to 17 years. The Company regularly evaluates patents and applications for impairment or abandonment, at which point the Company charges the remaining net book value to expenses. The product rights represents amounts paid for exclusive Canadian and American licensing rights to develop, register, promote, manufacture, use, market, distribute and sell pharmaceutical products. The licensing agreements are amortized over the remaining life of the agreement, upon product approval or over their estimated useful lives ranging from 5 years to 20 years. See Note 5.

The Company evaluates the recoverability of amortizable intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. The Company has not recorded any impairment charge during the years presented.

g)     USE OF ESTIMATES

The preparation of these financial statements has required management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent liabilities and the revenue and expenses recorded. On an ongoing basis, the Company evaluates its estimates, including those related to provision for doubtful accounts, inventories, accrued liabilities, accrued returns, discounts and rebates, income taxes, revenue recognition, intangible assets, and the estimated useful lives of property, plant and equipment and intangible assets. The Company bases its estimates on historical experiences and on various other assumptions believed to be reasonable under the circumstances.

Actual results could differ from those estimates. As adjustments become necessary, they are recorded in the statement of operations in the period in which they become known. Such adjustments could be material.

h)     DEFERRED INCOME TAXES

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.

Page 9 of 17

MEDICAL FUTURES INC.

Notes to Financial Statements

Years Ended December 31, 2013 and 2014

(Expressed in Canadian dollars

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax results in deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent management believe these assets will more likely than not be realized. In making such determination, all available positive and negative evidence is utilized, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In the event a determination is made that the Company would be able to realize deferred income tax assets in the future in excess of the net recorded amount, an adjustment to the valuation allowance would be made, which would reduce the provision for income taxes.

Tax benefits from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. This interpretation also provides guidance on measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

i)     FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION

Monetary assets and liabilities are translated into Canadian dollars, which is the functional currency of the Company, at the year-end exchange rate, while foreign currency revenues and expenses are translated at the exchange rate in effect on the date of the transaction. The resultant gains or losses are included in the statement of operations and comprehensive loss.  Non-monetary items are translated at historical rates.

j)     FAIR VALUE MEASUREMENTS

The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in orderly transactions between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

 Level 1 - Quoted prices in active markets for identical assets or liabilities.

 Level 2 - Observable inputs other than quoted prices in active markets for identical  assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 Level 3 - Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

Page 10 of 17

MEDICAL FUTURES INC.

Notes to Financial Statements

Years Ended December 31, 2013 and 2014

(Expressed in Canadian dollars

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has not elected the fair value option for any eligible financial instruments.

The carrying amounts of the Company’s financial assets and liabilities including cash and bank indebtedness, accounts receivable, due from related party, accounts payable and accrued liabilities are approximate of their fair values due to the short maturity of these instruments.

 k)ACCOUNTING STANDARDS NOT YET ADOPTED

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606): Revenue from Contracts with Customers, which guidance in this update will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance when it becomes effective. ASU No. 2014-09 affects any entity that enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. The core principal of ASU No. 2014-09 is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU No. 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, which will be the Company’s fiscal year 2017 (or January 1, 2017), and entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Early adoption is prohibited. The Company is currently in the process of evaluating the impact of adoption of ASU No. 2014-09 on its financial statements and related disclosures.

3. INVENTORY  

All inventory as at December 31, 2013 and 2014 relates to finished goods inventory.  Inventory recognized as an expense during the year was $3,876,294 (2013- $3,978,049).

Page 11 of 17

MEDICAL FUTURES INC.

Notes to Financial Statements

Years Ended December 31, 2013 and 2014

(Expressed in Canadian dollars

4. PROPERTY AND EQUIPMENT
		Cost		Accumulated amortization		2014 Net book value		2013 Net book value
Computer equipment	$	76,645	$	60,391	$	16,254	$	15,970
Equipment		87,121		44,200		42,921		53,651
Furniture and fixtures		13,432		10,500		2,932		3,665
Leasehold improvements		110,659		107,184		3,475		17,120
	$	287,857	$	222,275	$	65,582	$	90,406

5. INTANGIBLE ASSETS

		2014		2013
Computer software	$	95,923	$	95,923
Product rights, Licenses, patents and trademarks		1,857,987		1,826,448

	1,953,910		1,922,371
Accumulated amortization	(500,775	)	(315,956	)

$ 1,453,135 $ 1,606,415

Amortization expense of intangible assets for the years ended December 31, 2014 and 2013 were $188,971 and $185,448, respectively.

The Company has patents pending of $92,182 at December 31, 2014 (2013 - $82,457) not currently being amortized.

The licenses consists of capitalized payments to third party licensors related to the achievement of regulatory approvals to commercialize products in specified markets and up-front payments associated with royalty obligations for products.

The Company tests for impairment of definite-lived intangible assets when events or circumstances indicate that the carrying value of the assets may not be recoverable. No such triggering events were identified in 2014 and 2013, and therefore no impairment loss was recognized during those periods.

6.       GOVERNMENT REMITTANCES PAYABLE

Accounts payable and accrued liabilities include $42,777 (2013 - $33,532) government remittances (other than income taxes) payable at the year end.

Page 12 of 17

MEDICAL FUTURES INC.

Notes to Financial Statements

Years Ended December 31, 2013 and 2014

(Expressed in Canadian dollars

7.       CREDIT FACILITIES

The Company has a $2,500,000 (2013 - $1,500,000) revolving demand facility available, of which $2,064,549 (2013 - $878,499) was used as at December 31, 2014.  Bank advances on this facility are payable on demand and bear interest at the bank's prime rate plus 0.5%.

The Company has a hedging facility to a maximum of $150,000.  Bank advances on this facility are payable on demand.  The facility was not used as at December 31, 2014.

The Company has a capital loan facilty to a maximum of $300,000.  Bank advances on this facility are payable on demand and bear interest at bank's prime rate.

The Company's credit facilities are subject to two financial covenants that require a maximum level of debt to effective equity ratio and a minimum level of debt service ratio to be maintained. At year end, the Company was in compliance with these covenants.

These facilities are secured by a general security agreement constituting a first ranking security interest in all personal property of the Company, an assignment of insurance on certain properties owned by the shareholders, a corporate guarantee by 1865691 Ontario Inc., a company under common control, to a maximum of $2,372,000 and an unlimited assignment and postponement of claim from one of the shareholders.

8. RELATED PARTY TRANSACTIONS  

The Company paid rent for its premises in the amount of $38,748 (2013 - $38,748) to a company controlled by a shareholder for the period ended December 31, 2014. The rent is paid as agreed upon by the parties.

Amounts due to shareholder bear interest at 1%, are unsecured, with no set terms of repayment as agreed upon by the parties. Shareholder has agreed not to request repayment of this amount within the next fiscal year, consequently, this amount has been classified as a long-term liability.

The Company had sales of $15,708 (2013 - $82,419) with cost of sales of $15,290 (2013 - $64,722) to an entity which is controlled by a shareholder of the Company. These amounts are included in revenue and cost of sales for the year. As at December 31, 2014, accounts receivable included $95,124 (2013 - $4,410) and accounts payable included $12,498 (2013 - $46,260) related to this entity which pertained to sales, expenses paid on behalf of the related party and purchases during the year. These transactions are in the normal course of operations and have terms of which are as agreed upon by the parties.

Page 13 of 17

MEDICAL FUTURES INC.

Notes to Financial Statements

Years Ended December 31, 2013 and 2014

(Expressed in Canadian dollars

9. SHARE CAPITAL

Authorized:

Unlimited	Common shares
Unlimited	Special shares, non-voting with dividends earnings at 4% per annum and par value of $1,000 per share

		2014		2013
Issued:  350Special shares	$	350,000	$	350,000
1 Common share		1		1

$ 350,001 $ 350,001

10. INCOME TAXES

The income tax provision recorded differs from the income tax obtained by applying the statutory income tax rate of 15.50% (2013 – 18.2%) to the income for the year and is reconciled as follows:

		2014			2013
Loss (income) before income taxes	$	(243,504	)	$	470,825

Income tax (recovery) expense at the combined basic federal and provincial tax rate:	$	(37,700	)	$	85,700
Increase (decrease) resulting from:
Amortization in excess of capital cost allowance claimed		9,900			7,500
Non-deductible expenses		31,800			27,500
Other		(493	)		(79	)

Current income tax expense	$	3,507		$	120,621
Deferred income tax		(3,400	)		(9,000	)
Income tax expense		107			111,621

Deferred tax assets and liabilities reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their corresponding tax basis. Significant components of net deferred tax assets are listed below:

Page 14 of 17

MEDICAL FUTURES INC.

Notes to Financial Statements

Years Ended December 31, 2013 and 2014

(Expressed in Canadian dollars

10. INCOME TAXES (continued)

Components of deferred income tax assets and liabilities:

		2014			2013
Book values of property, plant and equipment and intangible assets in excess of tax bases		7,000			(3,400	)
Valuation allowance		(7,000	)		-
Deferred tax liability	$	-		$	(3,400	)

11.       CONTINGENCIES AND COMMITMENTS

a) License Agreements

The Company has supply agreements with various vendors that include purchase minimums. Pursuant to these agreements, the Company is required to purchase a total of $9,083,000 of products from these vendors during the following years ended December 31:

2015                                    $3,056,000

2016                                         754,000

2017                                         773,000

2018                                         790,000

2019 and thereafter            3,710,000

                                            $9,083,000

On November 26, 2008, the Company entered into an exclusive license and supply agreement with Norgine B.V. (“Norgine”), a Dutch pharmaceutical company, for the exclusive right to sell Moviprep in Canada. Payment for the licensing rights was based on an initial fee of $100,000 upon signing of the agreement and a fee of $150,000 upon the Company informing Norgine that the marketing authorization for the product has been granted by Heath Canada.  These payments have been included in intangible assets and will be amortized over the life of the license agreement. Any remaining milestone payments based on the achievement of specific events, including regulatory and sales milestones of up to $[**]1 are payable over time. Milestones are payable upon attainment of cumulative net sales targets, up to net sales of $[**]2.

On September 22, 2011, the Company entered into an exclusive distribution and supply agreement with Cipher Pharmaceuticals Inc. (“Cipher”), a Canadian pharmaceutical company, for the exclusive right to sell Durela in Canada. Payment for the licensing rights was based on an initial fee of $150,000 upon signing of the agreement and a fee of $150,000 upon the Company receiving Health Canada final approval of the Product and receipt of commercial supply of the product to launch in the territory of Canada.  These payments have been included in intangible assets and will be amortized over the life of the license agreement. Any remaining milestone payments based on the achievement of specific events, including regulatory and sales milestones of up to $[**]3 are payable over time. Milestones are payable upon attainment of cumulative net sales targets, up to net sales of $[**]4.

______________________________

1 [**] – Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.

2 [**] – Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.

3 [**] – Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.

4 [**] – Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.

Page 15 of 17

MEDICAL FUTURES INC.

Notes to Financial Statements

Years Ended December 31, 2013 and 2014

(Expressed in Canadian dollars

11.       CONTINGENCIES AND COMMITMENTS  (continued)

b) Executive Termination Agreements

The Company currently has an employment agreement with the provision of termination with an officer of the Company. The agreement for the officer provides that in the event that any of their employment is terminated by the Company for any reason other than just cause, the officer shall be entitled to an amount of $46,250 as of December 31, 2014 (2013 - $46,250).

12. SIGNIFICANT CUSTOMERS

During the year ended December 31, 2014, the Company had three significant pharmaceutical wholesale customers (2013 – two) that represented 84.2% (2013 – 71.3%) of product sales.

The Company believes that its relationships with these customers are satisfactory.

13. FINANCIAL INSTRUMENTS

The Company is exposed to various risks through its financial instruments. The following analysis provides information about the Company's risk exposure and concentration as of December 31, 2014.

Credit risk

Credit risk arises from the potential that a counter party will fail to perform its obligations.  The Company is exposed to credit risk from customers.  In order to reduce its credit risk, the Company reviews a new customer's credit history before extending credit and conducts regular reviews of its existing customers' credit performance.  An allowance for doubtful accounts is established based upon factors surrounding the credit risk of specific accounts, historical trends and other information. As at year end, accounts receivable are presented net of allowance for doubtful accounts of $Nil (2013 - $Nil).

The Company's cash and cash equivalents carrying value is $24,956 (2013 - $83,945), representing the maximum exposure to credit risk from those financial assets. The Company monitors its exposure to credit risk by ensuring all cash is maintained with large chartered Canadian and US banks. The Company's objective is to minimize its exposore to credit risk in order to prevent losses on financial assets by placing its investments in lower risk deposits of these chartered banks.

As at December 31, 2014, the Company had three wholesale customers which made up 72% of the outstanding accounts receivable in comparison to two wholesale customers which made up 78% at December 31, 2013.  As at December 31, 2013 and 2014 all outstanding accounts receivables were related to product sales.

Page 16 of 17

MEDICAL FUTURES INC.

Notes to Financial Statements

Years Ended December 31, 2013 and 2014

(Expressed in Canadian dollars

13.      FINANCIAL INSTRUMENTS (continued)

Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities.  The Company is exposed to this risk mainly in respect of its receipt of funds from its customers, long-term debt and accounts payable.

The Company generates sufficient cash from operating and financing activities to fund its operations and fulfill its obligations as they become due. The Company has sufficient funds available through its cash, and financing arrangements, should its cash requirements exceed cash generated from operations to cover financial liability obligations. The Company’s investment policy is to invest excess cash resources into highly liquid short-term investments purchased with an original maturity of three months or less with tier one financial institutions. As at December 31, 2014, there were no restrictions on the flow of these funds nor have any of these funds been committed in any way, except as outlined in the detailed notes.

Currency risk

Currency risk is the risk to the company's earnings that arise from fluctuations of foreign exchange rates and the degree of volatility of these rates.  The Company is exposed to foreign currency exchange risk on cash, accounts receivable, and accounts payable held in European euros and U.S. dollars.  The Company does not use derivative instruments to reduce its exposure to foreign currency risk.

Interest rate risk

Interest rate risk is the risk that the value of a financial instrument might be adversely affected by a change in the interest rates.  In seeking to minimize the risks from interest rate fluctuations, the Company manages exposure through its normal operating and financing activities.  The Company is exposed to interest rate risk primarily through its floating interest rate bank indebtedness and credit facilities.

Page 17 of 17

EX-99.3

Exhibit 99.3