Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Mar. 31, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | AMARILLO BIOSCIENCES INC | |
Document Type | 10-K | |
Current Fiscal Year End Date | -19 | |
Entity Common Stock, Shares Outstanding | 20,144,810 | |
Entity Public Float | $17,188 | |
Amendment Flag | FALSE | |
Entity Central Index Key | 1014763 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | 31-Dec-14 | |
Document Fiscal Year Focus | 2014 | |
Document Fiscal Period Focus | FY |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current liabilities: | ||
Total liabilities | $452,277 | |
Successor [Member] | ||
Current assets: | ||
Cash and cash equivalents | 318,556 | |
Prepaid expense and other current assets | 16,882 | |
Total current assets | 335,438 | |
Patents, net | 86,097 | |
Total assets | 421,535 | |
Current liabilities: | ||
Accounts payable and accrued expenses | 67,159 | |
Accrued interest – related parties | 563 | |
Notes payable – related parties | 234,555 | |
Total current liabilities | 302,277 | |
Notes payable – related party, long term | 150,000 | |
Total liabilities | 452,277 | |
Authorized shares - 100,000,000 | ||
Common stock | 201,448 | |
Additional paid-in capital | -157,446 | |
Accumulated deficit | -74,744 | |
Total stockholders' deficit | -30,742 | |
Total liabilities and stockholders’ deficit | 421,535 | |
Predecessor [Member] | ||
Current assets: | ||
Cash and cash equivalents | 6,539 | |
Prepaid expense and other current assets | 61,953 | |
Total current assets | 68,492 | |
Patents, net | 93,039 | |
Total assets | 161,531 | |
Current liabilities: | ||
Accounts payable and accrued expenses | 288,244 | |
Accrued interest – related parties | 1,050,671 | |
Accrued expenses – related party | 78,360 | |
Notes payable – related parties | 3,527,043 | |
Total current liabilities | 4,944,318 | |
Total liabilities | 4,944,318 | |
Authorized shares – 10,000,000 | ||
Preferred stock | 33 | |
Authorized shares - 100,000,000 | ||
Common stock | 732,910 | |
Additional paid-in capital | 31,968,516 | |
Accumulated deficit | -37,484,246 | |
Total stockholders' deficit | -4,782,787 | |
Total liabilities and stockholders’ deficit | $161,531 |
Balance_Sheets_Parentheticals
Balance Sheets (Parentheticals) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Preferred Stock Shares Authorized | 10,000,000 | |
Common Stock, Shares Authorized | 100,000,000 | |
Successor [Member] | ||
Preferred Stock Par Value (in Dollars per share) | 0.01 | |
Preferred Stock Shares Authorized | 10,000,000 | |
Preferred Stock, Issued | 0 | |
Preferred Stock Outstanding | 0 | |
Common Stock, Par Value (in Dollars per share) | 0.01 | |
Common Stock, Shares Authorized | 100,000,000 | |
Common Stock, Shares Issued | 20,144,810 | |
Common Stock Outstanding shares | 20,144,810 | |
Predecessor [Member] | ||
Preferred Stock Par Value (in Dollars per share) | $0.01 | |
Preferred Stock Shares Authorized | 10,000,000 | |
Preferred Stock, Issued | 3,262 | |
Preferred Stock Outstanding | 3,262 | |
Common Stock, Par Value (in Dollars per share) | $0.01 | |
Common Stock, Shares Authorized | 100,000,000 | |
Common Stock, Shares Issued | 73,291,008 | |
Common Stock Outstanding shares | 73,291,008 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | 1 Months Ended | 11 Months Ended |
Dec. 31, 2013 | Dec. 31, 2014 | Nov. 20, 2014 | |
Revenues: | |||
Total revenues | $0 | ||
Successor [Member] | |||
Revenues: | |||
Product sales | 0 | ||
Total revenues | 0 | ||
Cost of revenues: | |||
Product sales | 0 | ||
Total cost of revenues | 0 | ||
Gross margin | 0 | ||
Operating expenses: | |||
Selling, general and administrative expenses | 69,707 | ||
Total operating expenses | 69,707 | ||
Operating loss | -69,707 | ||
Other income (expense): | |||
Interest expense | -448 | ||
Net income (loss) | -70,155 | ||
Preferred stock dividend | -4,589 | ||
Net income (loss) applicable to common shareholders | -74,744 | ||
Basic and diluted net income (loss) per average share available to common shareholders (in Dollars per share) | $0 | ||
Weighted average common shares outstanding – basic and diluted (in Shares) | 20,144,810 | ||
Predecessor [Member] | |||
Revenues: | |||
Product sales | 0 | ||
Total revenues | 0 | ||
Cost of revenues: | |||
Product sales | 0 | ||
Total cost of revenues | 0 | ||
Gross margin | 0 | ||
Operating expenses: | |||
Research and development expenses | 132,962 | 15,270 | |
Selling, general and administrative expenses | 433,193 | 496,269 | |
Total operating expenses | 566,155 | 511,539 | |
Operating loss | -566,155 | -511,539 | |
Other income (expense): | |||
Change in fair value of derivatives | 4,217 | ||
Interest expense | -103,366 | -1,441 | |
Debt Forgiveness Income | 42,702 | 3,422,850 | |
Net income (loss) | -622,602 | 2,909,870 | |
Preferred stock dividend | -32,390 | -24,292 | |
Net income (loss) applicable to common shareholders | ($654,992) | $2,885,578 | |
Basic and diluted net income (loss) per average share available to common shareholders (in Dollars per share) | ($0.17) | $0.75 | |
Weighted average common shares outstanding – basic and diluted (in Shares) | 3,865,488 | 3,857,421 |
Statements_of_Stockholders_Def
Statements of Stockholders' Deficit (USD $) | Issuance Price [Member] | Preferred Stock [Member] | Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Retained Earnings [Member] | Predecessor [Member] | Successor [Member] | Total |
Predecessor [Member] | Predecessor [Member] | Successor [Member] | Predecessor [Member] | Successor [Member] | Predecessor [Member] | Successor [Member] | Predecessor [Member] | Successor [Member] | ||||
Balance at December 31 at Dec. 31, 2012 | $3,262 | $73,554,897 | $31,966,377 | ($36,829,254) | ($4,127,295) | |||||||
Balance at December 31 (in Shares) at Dec. 31, 2012 | 33 | 735,549 | ||||||||||
Net income loss | -622,602 | -622,602 | -622,602 | |||||||||
Stock repurchase-debt settlement agreement | -263,889 | 2,139 | -500 | |||||||||
Stock repurchase-debt settlement agreement (in Shares) | -2,639 | |||||||||||
Preferred stock dividends | -32,390 | -32,390 | ||||||||||
Issuance of Successor Company stock | 0 | |||||||||||
Issuance of Successor Company stock (in Shares) | 0 | |||||||||||
Balance at December 31 at Dec. 31, 2013 | 3,262 | 73,291,008 | 31,968,516 | -37,484,246 | -4,782,787 | -4,782,787 | ||||||
Balance at December 31 (in Shares) at Dec. 31, 2013 | 33 | 732,910 | ||||||||||
Net income loss | 2,909,870 | 2,909,870 | 2,909,870 | |||||||||
Preferred stock dividends | -24,292 | -24,292 | ||||||||||
Conversion of Preferred stock into common stock | -3,262 | 171,684 | -1,684 | |||||||||
Conversion of Preferred stock into common stock (in Shares) | -33 | 1,717 | ||||||||||
Cancellation of Predecessor Company equity | -73,291,008 | -33,865,758 | 34,598,668 | |||||||||
Cancellation of Predecessor Company equity (in Shares) | -732,910 | |||||||||||
Issuance of Successor Company stock | 3,857,278 | -38,573 | ||||||||||
Issuance of Successor Company stock (in Shares) | 38,573 | |||||||||||
Note payable conversions | 16,115,848 | 1,780,053 | 1,941,211 | 1,941,211 | ||||||||
Note payable conversions (in Shares) | 161,158 | |||||||||||
Balance at December 31 at Nov. 20, 2014 | 20,144,810 | 20,144,810 | -157,446 | -157,446 | 44,002 | 44,002 | -5,320,059 | 44,003 | ||||
Balance at December 31 (in Shares) at Nov. 20, 2014 | 201,448 | 201,448 | ||||||||||
Net income loss | -70,155 | -70,155 | -70,155 | |||||||||
Preferred stock dividends | -4,589 | -4,589 | ||||||||||
Balance at December 31 at Dec. 31, 2014 | $20,144,810 | ($157,446) | ($74,744) | ($30,742) | ($30,742) | |||||||
Balance at December 31 (in Shares) at Dec. 31, 2014 | 201,448 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Nov. 20, 2014 | Dec. 31, 2013 | |
Successor [Member] | |||
Cash flows from Operating Activities | |||
Net income (loss) | ($70,155) | ||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Depreciation and amortization | 3,026 | ||
Changes in operating assets and liabilities: | |||
Prepaid expense and other current assets | 7,181 | ||
Accounts payable and accrued expenses | 6,343 | ||
Accrued interest b related parties | 563 | ||
Net cash used in operating activities | -53,042 | ||
Cash flows from Investing Activities | |||
Investment in patents | -2,769 | ||
Net cash used in investing activities | -2,769 | ||
Cash flows from Financing Activities | |||
Net change in cash | -55,811 | ||
Cash and cash equivalents at beginning of period | 374,367 | ||
Cash and cash equivalents at end of period | 318,556 | ||
Supplemental Cash Flow Information | |||
Cash paid for income taxes | 0 | ||
Predecessor [Member] | |||
Cash flows from Operating Activities | |||
Net income (loss) | 2,909,870 | -622,602 | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Depreciation and amortization | 14,515 | 16,120 | |
Change in fair value of derivative liabilities | -4,217 | ||
Debt Forgiveness Income | -3,422,850 | -42,702 | |
Changes in operating assets and liabilities: | |||
Prepaid expense and other current assets | 37,890 | -48,279 | |
Accounts payable and accrued expenses | 21,342 | -61,797 | |
Accrued interest b related parties | -62,706 | 99,229 | |
Net cash used in operating activities | -501,939 | -664,248 | |
Cash flows from Investing Activities | |||
Investment in patents | -7,830 | -15,059 | |
Net cash used in investing activities | -7,830 | -15,059 | |
Cash flows from Financing Activities | |||
Proceeds from notes payable related party | 1,010,392 | 765,835 | |
Payments on notes payable related party | -132,795 | -86,750 | |
Purchase and cancellation of treasury stock | -500 | ||
Net cash provided by financing activities | 877,597 | 678,585 | |
Net change in cash | 367,828 | -722 | |
Cash and cash equivalents at beginning of period | 6,539 | 7,261 | |
Cash and cash equivalents at end of period | 374,367 | 6,539 | |
Supplemental Cash Flow Information | |||
Cash paid for interest | 62,993 | 4,137 | |
Cash paid for income taxes | 0 | ||
Non-Cash Transactions | |||
Conversion of related party notes payable to common stock | 1,941,211 | ||
Conversion of preferred stock to common stock | $1,717 |
Note_1_Organization_and_Summar
Note 1 - Organization and Summary of Significant Accounting Policies | 12 Months Ended | ||
Dec. 31, 2014 | |||
Disclosure Text Block [Abstract] | |||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. Organization and Summary of Significant Accounting Policies | ||
Organization and Business | |||
Amarillo Biosciences, Inc. (the "Company” or “AMARQ” or “Amarillo” or “ABI”), a Texas corporation formed in 1984, is engaged in developing biologics for the treatment of human and animal diseases. The Company’s current focus is research aimed at the treatment of human disease indications, particularly influenza, hepatitis C, thrombocytopenia, and other indications using natural human interferon alpha that is administered in a proprietary low dose oral form. In addition to the above core technology ABI is exploring the possibility of instituting new revenue streams along with the core technology thus expanding the Company’s current focus into a diversified business portfolio. | |||
Going Concern | |||
These financial statements have been prepared in accordance with United States generally accepted accounting principles, on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has not yet achieved operating income, and its operations are funded primarily from debt and equity financings. The Company successfully reorganized under Chapter 11 of the U.S. Bankruptcy Code. As part of the Plan of Reorganization, debt in excess of $4 million was discharged. However, losses are anticipated in the ongoing development of its business and there can be no assurance that the Company will be able to achieve or maintain profitability. | |||
The continuing operations of the Company and the recoverability of the carrying value of assets is dependent upon the ability of the Company to obtain necessary financing to fund its working capital requirements, and upon future profitable operations. The accompanying financial statements do not include any adjustments relative to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty. | |||
There can be no assurance that capital will be available as necessary to meet the Company's working capital requirements or, if the capital is available, that it will be on terms acceptable to the Company. The issuances of additional equity securities by the Company may result in dilution in the equity interests of its current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase the Company's liabilities and future cash commitments. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, the business and future success may be adversely affected and the Company may cease operations. These factors raise substantial doubt regarding our ability to continue as a going concern. | |||
Current Status | |||
As of December 31, 2014, ABI remained in Chapter 11 Bankruptcy. The Company’s Disclosure Statement was approved by the Bankruptcy Court on March 28, 2014, the Plan of Reorganization was confirmed on May 23, 2014, and implemented on the Effective Date, November 20, 2014. The Company has consummated the Plan and has completed the following actions: Administrative debts have been paid and are now current, the unsecured debt to The Yang Group has been exchanged for common equity in ABI, general unsecured and administrative convenience creditors have been paid according to the Plan, the Company’s preferred stock has been converted to common stock, and the 1-for-19 reverse stock split has been successfully implemented. These actions have resulted in the reduction of debt from $4,787,127, to $452,277. Subsequently, on January 23, 2015, the Final Decree was signed by Robert L. Jones, Bankruptcy Judge for the Northern District of Texas and the Case was administratively closed on February 13, 2015. | |||
In accordance with Accounting Standards Codification Topic 852, Reorganizations, the Company adopted fresh start accounting upon emergence from Chapter 11 bankruptcy. The recorded amounts of assets and liabilities were adjusted to reflect their estimated fair values on the Effective Date. | |||
Upon the adoption of fresh start accounting, the Company became a new entity for financial reporting purposes. References to “Successor” or “Successor Company” relate to the financial position of the reorganized Company as of and subsequent to November 20, 2014 and results of operations for the period ended December 31, 2014. References to “Predecessor” or “Predecessor Company” refer to the financial position of the Company prior to November 20, 2014 and the results of operations through November 20, 2014. As a result of the application of fresh start accounting and the effects of the implementation of the Plan of Reorganization, the financial statements on or after November 20, 2014 are not comparable with the financial statements prior to that date. | |||
Fair Value of Financial Instruments | |||
Under the Financial Account Standards Board Accounting Standards Codification (“FASB ASC”), we are permitted to elect to measure financial instruments and certain other items at fair value, with the change in fair value recorded in earnings. We elected not to measure any eligible items using the fair value option. Consistent with Fair Value Measurement Topic of the FASB ASC, we implemented guidelines relating to the disclosure of our methodology for periodic measurement of our assets and liabilities recorded at fair market value. | |||
Fair value is defined 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. A three-tier fair value hierarchy prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: | |||
● | Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; | ||
● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and | ||
● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable. | ||
Our Level 1 assets and liabilities primarily include our cash and cash equivalents. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. The carrying amounts of accounts receivable, accounts payable, accrued liabilities, and notes payable approximate fair value due to the immediate or short-term maturities of these financial instruments. Our Level 2 liabilities consist of derivative liabilities. These are valued using observable inputs from readily available pricing sources for similar liabilities in active markets. | |||
Stock-Based Compensation | |||
Stock-based compensation expense is recorded in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, for stock and stock options awarded in return for services rendered. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company estimates forfeitures that it expects will occur and records expense based upon the number of awards expected to vest. | |||
During fiscal years ended December 31, 2014 and 2013, no stock compensation was awarded. | |||
Cash and Cash Equivalents | |||
The Company classifies investments as cash equivalents if the original maturity of an investment is three months or less. | |||
Allowance for Doubtful Accounts | |||
The Company establishes an allowance for doubtful accounts to ensure trade and notes receivable are not overstated due to uncollectability. The Company’s allowance is based on a variety of factors, including age of the receivable, significant one-time events, historical experience, and other risk considerations. The Company had no material accounts receivable and no allowance at December 31, 2014 and 2013. During 2013, the Company wrote off the existing uncollectible accounts receivable in the amount of $182. No uncollectible accounts receivables were written off in 2014. | |||
Inventory | |||
Inventories are stated at the lower of cost or market. Cost is determined on a first-in, first-out basis. The Company continually assesses the appropriateness of inventory valuations giving consideration to slow-moving, non-saleable, out-of-date or close-dated inventory. As of December 31, 2013 the Company had $184 of inventory included in other current assets. This represented expired Maxisal® and was written off in 2014. | |||
Property and Equipment | |||
Property and equipment are stated on the basis of historical cost less accumulated depreciation. Depreciation is provided using the straight-line method over the two to seven year estimated useful lives of the assets. | |||
Patents and Patent Expenditures | |||
AMAR holds patent license agreements and holds patents that are owned by the Company. All patent license agreements remain in effect over the life of the underlying patents. Accordingly, the patent license fee is being amortized over the estimated life of the patent using the straight-line method. Patent fees and legal fees associated with the issuance of new owned patents are capitalized and amortized over the estimated 15 to 20 year life of the patent. The Company continually evaluates the amortization period and carrying basis of patents to determine whether subsequent events and circumstances warrant a revised estimated useful life or impairment in value. To date, no such impairment has occurred. To the extent such events or circumstances occur that could affect the recoverability of our patents, we may incur charges for impairment in the future. | |||
Since inception, the Company has worked to build an extensive patent portfolio for low-dose orally administered interferon. This portfolio consists of patents with claims that encompass method of use or treatment, and/or composition of matter and manufacturing. ABI presently owns or licenses six issued patents, including one patent on the dietary supplement Maxisal®. Additionally, the Company has one patent pending. | |||
Long-lived Assets | |||
Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amount. No impairment losses have been recorded since inception. | |||
Income Taxes | |||
The asset and liability approach is used to account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. The Company records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized. | |||
Revenue Recognition | |||
Dietary supplement and interferon sales | |||
Revenues for the dietary supplement and interferon sales are recognized when an arrangement exists, the price is fixed and it has been determined that collectability is reasonably assured. This generally occurs at the point when the goods are shipped to the customer. No products were produced in 2014 and 2013, no sales occurred, and no revenue was recognized. | |||
Sublicense fee revenue | |||
Sublicense revenue is calculated based on fees relating to a license. Amarillo recognizes revenue on these sublicense fees in the month the revenue is generated by the licensee. There were no licensees in 2014 and 2013 and consequently no sublicense fee revenue recognized. | |||
Royalty revenue | |||
Royalty revenue is calculated based on royalty fees as a percent of net sales relating to a license. Amarillo recognizes revenue on these royalty payments in the year the revenue is generated by the licensee. In 2014 and 2013, ABI had no agreements which would result in royalty revenue. | |||
Research and Development | |||
Research and development costs are expensed as incurred. | |||
Use of Estimates | |||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. | |||
The most significant estimates are the assumptions used in the valuation models to determine the fair value of stock-based compensation and the fair value of the derivative liability. | |||
Basic and Diluted Net Income (Loss) Per Share | |||
Net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding. In 2014 and 2013, options and warrants outstanding were antidilutive and not included in the calculation of fully diluted net income (loss) per share. | |||
Concentration of Credit Risk | |||
Financial instruments that potentially subject the Company to significant concentration of credit risk consist principally of cash. | |||
The Company has cash balances in a single financial institution which, from time to time, exceed the federally insured limit of $250,000. No loss has been incurred related to this concentration of cash. | |||
Other Concentrations | |||
No other concentration situations or relationships exist. | |||
Recent Accounting Pronouncements | |||
Management does not anticipate that any recently issued but not yet effective accounting pronouncements will materially impact the Company’s financial condition. |
Note_2_Fresh_Start_Accounting
Note 2 - Fresh Start Accounting | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Reorganizations [Abstract] | |||||||||||||||||||
Reorganization under Chapter 11 of US Bankruptcy Code Disclosure [Text Block] | 2. Fresh Start Accounting | ||||||||||||||||||
Upon the Company’s emergence from Chapter 11 bankruptcy, the Company applied the provisions of fresh start accounting to its financial statements as (i) the holders of existing voting shares of the Predecessor Company received less than 50% of the voting shares of the emerging entity and (ii) the reorganization value of the Company’s assets immediately prior to confirmation was less than the post-petition liabilities and allowed claims. The Company applied fresh start accounting as of November 20, 2014, with results of operations and cash flows in the period ending November 20, 2014 attributed to the Predecessor Company. | |||||||||||||||||||
Upon the application of fresh start accounting, the Company allocated the reorganization value to its individual assets based on their estimated fair values. Reorganization value represents the fair value of the Successor Company’s assets before considering liabilities, and the excess of reorganization value over the fair value of identified tangible and intangible assets is reported separately on the balance sheet. | |||||||||||||||||||
In accordance with fresh-start reporting requirements, management of ABI has reviewed its assets (excluding cash and prepaid expenses) and evaluated the estimated fair value of those assets, which includes its equipment and its patents. For equipment (which includes furniture & fixtures, computer equipment and software) management evaluated and determined that its estimated fair value immediately preceding ABI’s confirmation date was $0. Management reviewed the various types of equipment with an original book cost of approximately $46,000 and with dates acquired ranging from years between 1992 through 2008. Based on the condition and age of the equipment, management determined that any proceeds that could be received from a local auction-type sale would be minimal; therefore, management determined that $0 (which amount also represents current book carrying value) was a reasonable estimate of ABI’s equipment fair value. For patents, management evaluated and determined that its estimated fair value immediately preceding ABI confirmation date was approximately $86,000. Management reviewed the various patents with dates acquired ranging from years between 1999 and 2010. Based on the consideration of minimal revenues and cash flows from these patents over the past years since their inception dates, management concluded that the discounted cash flow approach was not relevant. However management did consider what it believes ABI could potentially sell such patents for to a knowledgeable third-party firm in the bio-tech industry and in an arm’s length transaction, which management determined that $86,000 (which amount also represents current book carrying value) was a reasonable estimate of ABI patents fair value. | |||||||||||||||||||
The four-column condensed balance sheet provided below applies the effects of the Plan of Reorganization and fresh start accounting to the carrying values and classifications of assets or liabilities as of November 20, 2014. Upon adoption of fresh start accounting, the recorded amounts of assets and liabilities were adjusted to reflect their estimated fair values. Accordingly, the reported historical financial statements of the Predecessor Company prior to the adoption of fresh start accounting for periods ended on or prior to November 20, 2014 are not comparable to those of the Successor Company. | |||||||||||||||||||
In applying fresh start accounting, the Company followed these principles: | |||||||||||||||||||
● | The reorganization value, which represents the enterprise value and non-interest bearing liabilities, was allocated to the Successor Company's assets based on their estimated fair values. The reorganization value exceeded the sum of the fair value assigned to assets. This excess reorganization value was recorded as part of the Successor Company assets at November 20, 2014. | ||||||||||||||||||
● | Each liability existing as of the fresh start accounting date, other than deferred taxes, has been stated at the fair value, and determined at appropriate risk adjusted interest rates. | ||||||||||||||||||
● | Deferred taxes were reported in conformity with applicable income tax accounting standards. Deferred tax assets and liabilities have been recognized for differences between the assigned values and the tax basis of the recognized assets and liabilities. | ||||||||||||||||||
The adjustments set forth in the following condensed balance sheet at November 20, 2014 reflect the effect of the consummation of the transactions contemplated by the Plan of Reorganization (reflected in the column "Reorganization Adjustments") as well as fair value adjustments as a result of the adoption of fresh start accounting (reflected in the column "Fresh Start Adjustments"). | |||||||||||||||||||
Predecessor | Reorganization | Fresh-Start | Successor | ||||||||||||||||
Company | Adjustments | Adjustments | Company | ||||||||||||||||
Assets | |||||||||||||||||||
Current assets: | |||||||||||||||||||
Cash and cash equivalents | $ | 261,147 | $ | 113,220 | (a) | $ | - | $ | 374,367 | ||||||||||
Prepaid expense and other current assets | 24,063 | - | - | 24,063 | |||||||||||||||
Total current assets | 285,210 | 113,220 | - | 398,430 | |||||||||||||||
Patents, net | 86,355 | - | - | 86,355 | |||||||||||||||
Total assets | 371,565 | 113,220 | - | 484,785 | |||||||||||||||
Liabilities and Stockholders' Deficit | |||||||||||||||||||
Current liabilities: | |||||||||||||||||||
Accounts payable and accrued expenses | 347,236 | (291,009 | ) | (b) | - | 56,227 | |||||||||||||
Accrued interest – related parties | 1,051,093 | (1,051,093 | ) | (c) | - | - | |||||||||||||
Accrued expenses – related party | 78,360 | (78,360 | ) | (d) | - | - | |||||||||||||
Notes payable – related parties | 4,214,935 | (3,830,380 | ) | (e) | - | 384,555 | |||||||||||||
Total current liabilities | 5,691,624 | (5,250,842 | ) | - | 440,782 | ||||||||||||||
Total liabilities | 5,691,624 | (5,250,842 | ) | - | 440,782 | ||||||||||||||
Stockholders' deficit | |||||||||||||||||||
Preferred stock (Predecessor) | 33 | (33 | ) | (f) | - | - | |||||||||||||
Common stock (Predecessor) | 732,910 | (732,910 | ) | (g) | - | - | |||||||||||||
Additional paid-in capital (Predecessor) | 31,968,516 | 732,910 | (g) | (32,701,426 | ) | (j) | - | ||||||||||||
Preferred stock (Successor) | - | - | - | - | |||||||||||||||
Common stock (Successor) | - | 201,448 | (h) | - | 201,448 | ||||||||||||||
Additional paid-in capital (Successor) | - | 1,739,797 | (h) | (1,897,242 | ) | (j) | (157,445 | ) | |||||||||||
Accumulated deficit | (38,021,518 | ) | 3,422,850 | (i) | 34,598,668 | (j) | - | ||||||||||||
Total stockholders' deficit | (5,320,059 | ) | 5,364,062 | - | 44,003 | ||||||||||||||
Total liabilities and stockholders’ deficit | $ | 371,565 | $ | 113,220 | $ | - | $ | 484,785 | |||||||||||
Reorganization Adjustments | |||||||||||||||||||
(a) | The cash payments recorded on the Effective Date from implementation of the Plan of Reorganization include the following: | ||||||||||||||||||
Proceeds from Yang Group | $ | 322,500 | |||||||||||||||||
Less: Payments of Class Four claims | (207,110 | ) | |||||||||||||||||
Less: Payments of Class Five claims | (2,170 | ) | |||||||||||||||||
Net increase in cash | $ | 113,220 | |||||||||||||||||
(b) | Pursuant to the Plan of Reorganization, General Unsecured Creditors were given a settlement of six percent (6%) of the amount of the allowed claim. Administrative Convenience Creditors were given the opportunity to receive the lesser of $500 or 100% of their claim and receive payment within twenty-eight (28) days after the twenty-eight day objection period expired. (The Effective Date was November 20, 2014. Creditors had twenty-eight days from the Effective Date to object to the amount of their particular claim. The objection period was from November 21, 2014, through December 18, 2014. Administrative Convenience Claims were paid beginning December 19, 2014 and payments to this class were completed no later than January 16, 2015. Creditors in the following general ledger accounts received six percent (6%) payout in full and final settlement of all outstanding debts. The balance of the debts for both classes was discharged after the settlement payments were tendered. | ||||||||||||||||||
General Ledger Account | Amount Paid in Settlement | Amount Discharged | |||||||||||||||||
Deferred Revenue | $ | 225 | $ | 1,557 | |||||||||||||||
Accounts Payable | 8,029 | 161,167 | |||||||||||||||||
Accrued Payroll – P. Mueller* | - | 30,590 | |||||||||||||||||
Accrued Payroll – B. Cohen | 793 | 12,428 | |||||||||||||||||
Notes Payable | 1,111 | 17,266 | |||||||||||||||||
Accrued Dividends | 3,471 | 54,372 | |||||||||||||||||
Total | $ | 13,629 | $ | 277,380 | |||||||||||||||
*There was no settlement payout for this creditor. The debt was beyond the Statute of Limitations and, therefore, not an allowed debt. | |||||||||||||||||||
(c) | Pursuant to the Plan of Reorganization, Accrued Interest for Related Parties was classified as General Unsecured Creditors. These Creditors received six percent (6%) of the allowed claim in full and final settlement of all outstanding debts. The balance of the debt was discharged after the settlement payment was tendered. | ||||||||||||||||||
Description | Amount | ||||||||||||||||||
Tibbits payout of interest on $200,000 loan; write off of unpaid & discharged interest debt. | $ | 43,123 | |||||||||||||||||
Adjustment to interest for The Yang Group. | 1,933 | ||||||||||||||||||
Sub-Total | 45,056 | ||||||||||||||||||
Accrued Yang interest post-bankruptcy | (163 | ) | |||||||||||||||||
Accrued Yang interest post-bankruptcy | (53 | ) | |||||||||||||||||
Sub-Total Yang interest | (216 | ) | |||||||||||||||||
Net Sub-Total | 44,840 | ||||||||||||||||||
Write off HBL accrued interest discharged. | 1,006,253 | ||||||||||||||||||
Total Adjustment | $ | 1,051,093 | |||||||||||||||||
(d) | Write off licensing fees due Hayashibara Biochemical Laboratories, Inc. (HBL) which originated through sales of Bimron, and interferon product. | ||||||||||||||||||
(e) | The total amount of cash received by ABI from the Yang Group was $2,324,185. The amount of debt exchanged for equity with Yang was $1,939,630 leaving $384,555 of cash not converted to debt and still owed to The Yang Group. This cash was for the purpose of financing future, post-bankruptcy operations. The Notes Payable – Related Parties consisted of the following: | ||||||||||||||||||
Creditor | Amount | ||||||||||||||||||
Tibbits | $ | 200,000 | |||||||||||||||||
Martin Cummins | 13,250 | ||||||||||||||||||
Allowed Unsecured Debt to Yang | 1,939,630 | ||||||||||||||||||
Hayashibara Biochemical Laboratories | 2,000,000 | ||||||||||||||||||
Total Discharged | 4,152,880 | ||||||||||||||||||
Yang Cash for future operations | (322,500 | ) | |||||||||||||||||
Total Adjustment | $ | 3,830,380 | |||||||||||||||||
The amount of remaining debt to Yang, $384,555 was reclassified pursuant to the Plan of Reorganization in that ABI has a secured debt to Yang in the amount of $150,000 and an unsecured note payable to Yang for $234,555. | |||||||||||||||||||
(f) | Convert Preferred Stock at Par to Common Stock pursuant to Implementation of Plan of Reorganization – 32.62 shares of Preferred stock at $0.01 par to 3,262,000 Common shares at par $0.01. | ||||||||||||||||||
(g) | Adjust Common Stock at par value of $0.01 for 20,144,810 Common Shares following 1-for-19 reverse stock split pursuant to Plan of Reorganization. | ||||||||||||||||||
(h) | Adjust Common Stock at par of $0.01 and Additional Paid in Capital for conversion of Yang debt to (New) ABI Common Equity. | ||||||||||||||||||
(i) | Adjust Accumulated Deficit for debt forgiveness/debt discharge pursuant to the Plan of Reorganization. | ||||||||||||||||||
Fresh Start Adjustments | |||||||||||||||||||
(j) | Adjust Paid in Capital – Predecessor, Paid in Capital – Successor, and Accumulated Deficit for Fresh Start Reporting. | ||||||||||||||||||
Note_3_Property_Equipment_and_
Note 3 - Property, Equipment and Software, Net | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property, Plant and Equipment Disclosure [Text Block] | 3. Property, Equipment and Software, net | ||||||||
Property, equipment and software are stated at cost less accumulated depreciation and consist of the following at December 31, 2014 and 2013: | |||||||||
Successor | Predecessor | ||||||||
2014 | 2013 | ||||||||
Furniture and equipment | $ | 38,221 | $ | 38,221 | |||||
Software | 8,012 | 8,012 | |||||||
46,233 | 46,233 | ||||||||
Less: accumulated depreciation | (46,233 | ) | (46,233 | ) | |||||
Property, equipment and software, net | $ | - | $ | - | |||||
There was no depreciation expense for the years ended December 31, 2014 and 2013, respectively. |
Note_4_Patents_net
Note 4 - Patents, net | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||
Goodwill and Intangible Assets Disclosure [Text Block] | 4. Patents, net | ||||||||
Patents are stated at cost less accumulated amortization and consist of the following at December 31, 2014 and 2013: | |||||||||
Successor | Predecessor | ||||||||
2014 | 2013 | ||||||||
Patents | $ | 184,087 | $ | 173,488 | |||||
Less: accumulated amortization | (97,990 | ) | (80,449 | ) | |||||
Patents, net | $ | 86,097 | $ | 93,039 | |||||
Amortization expense amounted to $17,541 and $16,120 for the years ended December 31, 2014 and 2013, respectively. | |||||||||
Estimated future amortization expense is as follows: | |||||||||
2015 | $ | 17,612 | |||||||
2016 | 13,761 | ||||||||
2017 | 13,761 | ||||||||
2018 | 12,394 | ||||||||
2019 | 8,553 | ||||||||
thereafter | 20,016 | ||||||||
Total expense | $ | 86,097 | |||||||
Note_5_Notes_Payable
Note 5 - Notes Payable | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 5. Notes Payable |
Related Party | |
The $3,006,753 amount owed to HBL was discharged when the Company paid $180,405 in full and final settlement of the Class Four – General Unsecured Debt. | |
The Company owed Paul Tibbits, a Director, principal and interest on a promissory note which had existed since 2010, in the amount of $235,056. The debt was discharged when ABI paid $12,000 and $2,103 in principal and interest, respectively, in full and final settlement of the Class Four – General Unsecured Debt. | |
From July 22, 2010 through February 8, 2012, Paul Tibbits had received a total of 3,262 shares of the Company’s Series 2010-A 10% Convertible Preferred Stock in exchange for repayments of promissory notes, payment of interest on notes payable, dividends on the Preferred Stock, and interest on unpaid dividends on the Preferred Stock. As of the filing date of the Chapter 11 Petition, October 31, 2013, Mr. Tibbits was owed $65,909 for accrued unpaid dividends and accrued interest on the unpaid dividends. The debt was discharged when ABI paid $3,471 and $484 in unpaid dividends and interest on unpaid dividends, respectively, in full and final settlement of the Class Four – General Unsecured Debt. Pursuant to the Rules of Bankruptcy, insomuch as the amounts owed to Mr. Tibbits were under-secured (there was no collateral securing this debt), no interest on unpaid dividends accrued from the filing date through the Effective Date of the Plan, November 20, 2014. Dividends, however, continued to accrue through November 20, 2014 as permitted by the U.S. Bankruptcy Code and Rules of Bankruptcy. At December 31, 2014, $34,279 of unpaid dividends have been accrued. | |
The Yang Group has provided working capital loans in the total amount of $2,324,185 to ABI in fiscal years 2012, 2013, and 2014. A significant amount of the cash provided was transferred to the company through Dr. Stephen Chen, ABI CEO. Pursuant to the Plan of Reorganization, The Yang Group received 16,115,848 shares of ABI Common Equity in exchange for discharge of the Class Two – Allowed Unsecured of (The) Yang (Group) as of the Effective Date of the Plan, November 20, 2014. | |
On the Effective Date, the Class Three Secured Claim of Yang will be deemed allowed in the amount of $150,000, secured by the same assets that secured Yang’s prepetition secured claim (See Texas Financing Statement No. 13-0029795076). This claim will bear interest at the Applicable Federal Rate, and be fully amortized and paid as follows: five (5) consecutive equal annual installments of combined principal and interest, beginning September 1, 2014, and continuing on the same date of each succeeding year until September 1, 2018, when the obligation is due and payable in full. | |
Subsequent to consummation of the Plan, The Yang Group has provided $384,555 for post-reorganization financing. | |
Non-Related Party | |
We had a line of credit with Wells Fargo for $20,000, with an interest rate of prime rate plus 6.75 percent. There was an outstanding balance of $18,376 on October 31, 2013, when the Chapter 11 Petition was filed. As provided by the Plan of Reorganization, The debt was discharged when ABI paid $1,111 in full and final settlement of the Class Four– General Unsecured Debt. |
Note_6_License_Sublicense_Manu
Note 6 - License, Sublicense, Manufacturing, Research and Supply Agreements | 12 Months Ended |
Dec. 31, 2014 | |
License Sublicense Manufacturing Research And Supply Agreements [Abstract] | |
License Sublicense Manufacturing Research And Supply Agreements [Text Block] | 6. License, Sublicense, Manufacturing, Research and Supply Agreements |
Manufacturing and Supply Agreements: | |
Hayashibara Biochemical Laboratories, Inc. (“HBL”) ceased to produce natural human interferon in December of 2012. Historically, the research and development was conducted by ABI using this unique form of natural human interferon supplied by HBL. Their departure from the Interferon market left ABI without a current source of interferon with which to conduct clinical trials and ultimately commercialize a product. Additionally, this interferon no longer provides a competitive edge insomuch as the industry as a whole is rapidly moving toward the use of recombinant interferon rather than natural human interferon. The Company is exploring its options and is talking with alternate suppliers of interferon. | |
ABI’s thirty years of data has been generated from the numerous studies performed using natural human interferon. Since human interferon is virtually impossible to obtain, those studies will have to be repeated using recombinant interferon. Repeating the studies will be both costly and time consuming. While the pharmaceutical industry is creating and marketing new and effective anti-viral medications, ABI believes that there is still sufficient time to develop and commercialize low dose interferon for treatment of such diseases as Influenza, Chronic Cough in COPD, Hepatitis B, C, and D, and Thrombocytopenia caused by other diseases and as a side effect of treatment of other diseases. | |
Strategic Alliance with CytoPharm | |
On May 15, 2013, the Company entered into a CIT Patents Agreement with CytoPharm, Inc. (“CP”) a former licensee for oral IFN technology in Taiwan and China. This agreement establishes the ownership, inventorship, prosecution, maintenance, use and commercialization of a patent regarding treatment of thrombocytopenia with oral IFN that developed out of a study conducted by CP under a previous License and Supply Agreement. | |
Strategic Alliance with Intas Pharmaceuticals | |
On January 7, 2010, the Company entered into a License and Supply Agreement with Intas Pharmaceuticals Ltd., an India-based pharmaceutical company with three decades of experience in the healthcare industry and a global presence in 42 countries worldwide. Given the problems associated with the natural human interferon supply, it is likely that the agreement with Intas will be terminated as the Company can no longer supply them with natural human IFN produced by Hayashibara. Once the problems associated with the interferon supply are solved, the Company will most likely endeavor to enter into another such agreement with Intas Pharmaceuticals. | |
License and Sublicense Agreements: | |
The Company holds patent rights for which the Company has paid certain license fees under a license agreement with Texas A&M University System. Under this agreement, the Company will pay the licensor a portion of any sublicense fee received by the Company with respect to the manufacturing, use or sale of a licensed product, as well as a royalty fee based on the net selling price of licensed products, subject to a minimum annual royalty. | |
There were no sublicense fees due to HBL for 2013 or 2014. | |
The Company has also entered into various sublicense agreements under which the Company is entitled to receive royalties based on the net sales value of licensed products. However, given the termination of the Development Agreement with HBL, some of these sublicense agreements have been canceled, and it is likely that the rest will be terminated in the near future. | |
Research Agreements: | |
The Company currently has no ongoing studies so there are no obligations to pay third parties in 2014 for expenses related to clinical studies. |
Note_7_Common_Stock
Note 7 - Common Stock | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | 7. Common Stock | ||||||||||||
Pursuant to the Plan of Reorganization made effective on November 20, 2014, the Company implemented a reverse stock split of 19-for-1 on all issued and outstanding shares of common stock. The reverse stock split is presented retroactively throughout the financial statements and footnotes. | |||||||||||||
The Company has 100,000,000 shares of voting common shares authorized for issuance. On December 31, 2014, the Company had 20,279,167 shares of common stock outstanding and reserved for issuance upon exercise of options and warrants and conversion of preferred stock. The Company issued common stock in 2014 and 2013 as follows: | |||||||||||||
Common Stock Issued in 2014 | Shares | Issue Price | Net Price | ||||||||||
Paul Tibbits | 171,684 | $ | 0.1 | $ | - | ||||||||
The Yang Group | 16,115,848 | $ | 0.12 | $ | 1,941,211 | ||||||||
Total Common Stock Issued in 2014 | 16,287,532 | $ | 0.10 – 0.12 | $ | 1,941,211 | ||||||||
Common Stock Issued in 2013 | Shares | Issue Price | Net Price | ||||||||||
None | - | $ | - | $ | - | ||||||||
Total Common Stock Issued in 2013 | - | $ | - | $ | - | ||||||||
During the years ended December 31, 2014 and December 31, 2013, there were no finder’s fees paid related to private placements of stock. | |||||||||||||
We have not paid any dividends to our common stock shareholders to date, and have no plans to do so in the immediate future. | |||||||||||||
We use the services of American Stock Transfer and Trust Company as our transfer agent. |
Note_8_Preferred_Stock
Note 8 - Preferred Stock | 12 Months Ended |
Dec. 31, 2014 | |
Disclosure Text Block Supplement [Abstract] | |
Preferred Stock [Text Block] | 8. Preferred Stock |
The Company has authorized 10,000,000 shares of preferred stock shares for issuance. | |
The Board of directors authorized the issuance of up to 10,000 shares of Series 2010-A 10% Convertible Preferred Stock on July 29, 2010. Each preferred share is convertible into 1,000 common shares ($100 stated value per share divided by $0.10). Dividends are payable quarterly at 10% per annum in cash or stock at the option of the preferred stock holder. Stock dividend payments are valued at the higher of $0.10 per share of common stock or the average of the two highest volume weighted average closing prices for the 5 consecutive trading days ending on the trading day that is immediately prior to the dividend payment date. | |
Pursuant to the Plan of Reorganization, on November 20, 2014, 3,262 shares of Preferred Equity were converted to 171,684 shares of Common Equity, post reverse split, according to the above terms. The converted shares were cancelled and terminated and returned to the status of authorized, but unissued. | |
There was no Series 2010-A 10% Convertible Preferred Stock issued in 2013. | |
The Company accrued $28,881 of dividends on preferred stock during 2014. |
Note_9_Stock_Option_and_Stock_
Note 9 - Stock Option and Stock Plans | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 9. Stock Option and Stock Plans | |||||||||||||
Stock Plans * | Issue Date Range | Total Shares | Shares | Shares | ||||||||||
Authorized | Issued | Remaining | ||||||||||||
2008 Stock Incentive Plan | 5/23/08 – 10/11/11 | 600,000 | 463,420 | 136,580 | ||||||||||
Stock Option Plans * | Issue Date Range | Total Options | Options | Options | ||||||||||
Authorized** | Issued | Remaining | ||||||||||||
2009A Officers, Directors, Employees and Consultants Nonqualified Stock Option Plan *** Expired 12/31/14 | 04/30/09 – 10/27/11 | 20,000,000 | 5,381,792 | 14,618,208 | ||||||||||
* | The Board of Directors has approved all stock, stock option and stock warrant issuances. | |||||||||||||
** | One option reserves one share of common stock. | |||||||||||||
*** | This plan replaces and supersedes in their entirety the Company’s Outside director and Advisor Stock Option Plan, as amended and restated as of May 11, 1999; the Company’s 1996 Employee’s Stock Option Plan, as amended and restated as of May 11, 1999; and the Company’s First Amended 2006 Employee’s Stock Option and Stock Bonus Plan; provided however, that options already issued and outstanding under said superseded plans shall continue to be outstanding and exercisable in accordance with their terms, as such may have been extended or re-priced from time to time, and the terms of any applicable option agreements entered into between the Company and the Optionee. This Plan expired December 31, 2014. | |||||||||||||
Note_10_Stock_Options_and_Warr
Note 10 - Stock Options and Warrants | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Stock Option And Warrants [Abstract] | |||||||||||||||||||||||||
Stock Option And Warrants [Text Block] | 10. Stock Options and Warrants | ||||||||||||||||||||||||
Stock Options: | |||||||||||||||||||||||||
During 2014 and 2013, no options were issued to consultants. | |||||||||||||||||||||||||
Directors, officers and consultants exercised no options in 2014 or 2013. | |||||||||||||||||||||||||
Stock option activity for the year ended December 31, 2013 and periods ended November 20, 2014 and December 31, 2014 are summarized as follows: | |||||||||||||||||||||||||
Shares | Weighted | Weighted Average Remaining Contractual Life | Grant Date | ||||||||||||||||||||||
Average | (in Years) | Fair Value | |||||||||||||||||||||||
Exercise Price | |||||||||||||||||||||||||
Outstanding at December 31, 2012 (Predecessor)* | 97,515 | $ | 1.13 | 3.24 | $ | 110,640 | |||||||||||||||||||
Options granted | - | - | - | - | |||||||||||||||||||||
Options exercised | - | - | - | - | |||||||||||||||||||||
Options cancelled/expired | (5,263 | ) | 1.43 | - | (7,500 | ) | |||||||||||||||||||
Outstanding at December 31, 2013 (Predecessor)* | 92,252 | 1.12 | 2.41 | 103,140 | |||||||||||||||||||||
Vested at December 31, 2013 (Predecessor) | 92,252 | 1.12 | 2.41 | 103,140 | |||||||||||||||||||||
Outstanding at December 31, 2013 (Predecessor)* | 92,252 | 1.12 | 2.41 | 103,140 | |||||||||||||||||||||
Options granted | - | - | - | - | |||||||||||||||||||||
Options exercised | - | - | - | - | |||||||||||||||||||||
Options cancelled/expired | (10,526 | ) | 2.38 | - | (25,000 | ) | |||||||||||||||||||
Outstanding at November 20, 2014 (Predecessor)* | 81,726 | 0.96 | 1.79 | 78,140 | |||||||||||||||||||||
Vested at November 20, 2014 (Predecessor) | 81,726 | $ | 0.96 | 1.79 | $ | 78,140 | |||||||||||||||||||
Outstanding at November 20, 2014 (Successor)* | 81,726 | $ | 0.96 | 1.79 | $ | 78,140 | |||||||||||||||||||
Options granted | - | - | - | - | |||||||||||||||||||||
Options exercised | - | - | - | - | |||||||||||||||||||||
Options cancelled/expired | - | - | - | - | |||||||||||||||||||||
Outstanding at December 31, 2014 (Successor)* | 81,726 | 0.96 | 1.68 | 78,140 | |||||||||||||||||||||
Vested at December 31, 2014 (Successor) | 81,726 | $ | 0.96 | 1.68 | $ | 78,140 | |||||||||||||||||||
*All options went through a 1/19 reverse split and is being retroactively presented. | |||||||||||||||||||||||||
Stock warrants: | |||||||||||||||||||||||||
No warrants were exercised in 2014 or 2013. | |||||||||||||||||||||||||
A summary of the Company's stock warrant activity and related information for the periods ended November 20, 2014 and December 31, 2014 and for the year ended December 31, 2013 is as follows: | |||||||||||||||||||||||||
Successor | Predecessor | ||||||||||||||||||||||||
31-Dec-14 | 20-Nov-14 | 31-Dec-13 | |||||||||||||||||||||||
Warrants | Price Range | Warrants | Price Range | Warrants | Price Range | ||||||||||||||||||||
Outstanding Beg. of Year* | 52,632 | $ | 0.57 | 120,395 | $ | 0.57-0.76 | 349,596 | $ | 0.3838-1.90 | ||||||||||||||||
Granted | - | - | - | - | - | - | |||||||||||||||||||
Cancelled/Expired | (67,763 | ) | $ | (0.76 | ) | (229,201 | ) | $ | (0.3838-1.90 | ) | |||||||||||||||
Exercised | - | - | - | - | - | - | |||||||||||||||||||
Outstanding End of Year* | 52,632 | $ | 0.57 | 52,632 | $ | 0.57 | 120,395 | $ | 0.57-0.76 | ||||||||||||||||
Exercisable End of Year | 52,632 | $ | 0.57 | 52,632 | $ | 0.57 | 120,395 | $ | 0.57-0.76 | ||||||||||||||||
*All warrants went through a 1/19 reverse split and is being retroactively presented. | |||||||||||||||||||||||||
The weighted-average remaining contractual life of the warrants outstanding at November 20, 2014 is 0.96 years. The weighted-average remaining contractual life of the warrants outstanding at December 31, 2014 is 0.85 years. | |||||||||||||||||||||||||
Derivative Liabilities: | |||||||||||||||||||||||||
During the year ended December 31, 2012, Hope Capital, Inc. exercised its right to convert debt into shares of ABI Common Stock. The embedded conversion features in the debt conversion and redemption features were accounted for as a derivative liability. The debt also included warrants which were valued as a liability and discount to the note, due to the unknown number of shares to be issued upon conversion of the debt, causing a lack of sufficient authorized shares to be available to settle the warrants. The derivative liabilities were marked-to-market each quarter with the change in fair value recorded in the income statement. At each respective conversion date, the derivative liabilities were remeasured with the changes in fair value recorded to the income statement. At full conversion of the debt the warrants were no longer deemed to be a liability and were returned to equity for $17,035. | |||||||||||||||||||||||||
There was no net derivative gain for 2014. In 2013, the derivative gain was $4,217. |
Note_11_Income_Taxes
Note 11 - Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Tax Disclosure [Text Block] | 11. Income Taxes | ||||||||
Income tax expense (benefit) attributable to income from continuing operations differed from the amounts computed by applying the U.S. Federal income tax of 34% to pretax income from continuing operations as a result of the following: | |||||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Provision (benefit) at statutory rate | $ | (966,000 | ) | $ | 202,000 | ||||
Change in valuation allowance | 966,000 | (202,000 | ) | ||||||
$ | - | $ | - | ||||||
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2014 and 2013, are presented below: | |||||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carryforward | $ | 6,776,000 | $ | 7,742,000 | |||||
Deferred tax assets | 6,776,000 | 7,742,000 | |||||||
Deferred tax liabilities: | - | - | |||||||
Net deferred tax assets | 6,776,000 | 7,742,000 | |||||||
Valuation allowance | (6,776,000 | ) | (7,742,000 | ) | |||||
$ | - | $ | - | ||||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes. The Company’s deferred tax asset of approximately $6,776,000 and $7,742,000 at December 31, 2014 and 2013, respectively, was subject to a valuation allowance of $6,776,000 and $7,742,000 at December 31, 2014 and 2013, respectively, because of uncertainty regarding the Company’s ability to realize future tax benefits associated with the deferred tax assets. Deferred tax assets were comprised primarily of net operating loss carryovers under the cash method of accounting used by the Company for federal income tax reporting. The valuation allowance decreased by $966,000 in 2014 and increased by $202,000 in 2013, due to the changes in the Company’s net operating loss carryover amounts. | |||||||||
At December 31, 2014, the Company has net operating loss carryforwards of approximately $19,930,000 for federal income tax purposes expiring in 2015 through 2034. At December 31, 2013, the Company has net operating loss carryforwards of approximately $22,176,000 for federal income tax purposes expiring in 2014 through 2033. The ability of the Company to utilize these carryforwards may be limited should changes in stockholder ownership occur. | |||||||||
The difference between the reported income tax provision and the benefit normally expected by applying the statutory rate to the loss before income taxes results from the change during 2014 and 2013 of the deferred tax asset valuation allowance. As a result, the reported effective tax rate is 0%. |
Note_12_Commitments_and_Contin
Note 12 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 12. Commitments and Contingencies |
Lease commitment | |
Our executive and administrative offices are located at 4134 Business Park Drive, Amarillo, Texas in a 1,800 square-foot facility rented by the Company. The lease expires on June 30, 2015 and our monthly rent is $1,045 per month. We believe that the facilities are well maintained and generally suitable and adequate for our current and projected operating needs. This lease was affirmed by the Company as shown in the Disclosure Statement filed February 21, 2014, and approved on March 27, 2014. | |
Clinical Trial Costs | |
The Company currently has no ongoing studies, so there are no obligations to pay third parties in 2014 for expenses related to clinical studies. | |
Litigation | |
The Company is not a party to any litigation and is not aware of any pending litigation or unasserted claims or assessments as of December 31, 2014. |
Note_13_Related_Party_Transact
Note 13 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 13. Related Party Transactions |
Historically, ABI has relied upon certain relationships which gave rise to related transactions. These relationships have helped ABI with financing, ingredients to potential products, research, and technology. All future transactions and loans between the Company and its officers, directors and 5% shareholders will be on terms no less favorable to the Company than could be obtained from independent third parties. There can be no assurance, however, that future transactions or arrangements between the Company and its affiliates will be advantageous, that conflicts of interest will not arise with respect thereto or that if conflicts do arise, that they will be resolved in favor of the Company. | |
Currently there are no such arrangements that have not already been disclosed in this document. |
Note_2_Fresh_Start_Accounting_
Note 2 - Fresh Start Accounting (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Reorganizations [Abstract] | |||||||||||||||||||
Schedule of Fresh-Start Adjustments [Table Text Block] | Predecessor | Reorganization | Fresh-Start | Successor | |||||||||||||||
Company | Adjustments | Adjustments | Company | ||||||||||||||||
Assets | |||||||||||||||||||
Current assets: | |||||||||||||||||||
Cash and cash equivalents | $ | 261,147 | $ | 113,220 | (a) | $ | - | $ | 374,367 | ||||||||||
Prepaid expense and other current assets | 24,063 | - | - | 24,063 | |||||||||||||||
Total current assets | 285,210 | 113,220 | - | 398,430 | |||||||||||||||
Patents, net | 86,355 | - | - | 86,355 | |||||||||||||||
Total assets | 371,565 | 113,220 | - | 484,785 | |||||||||||||||
Liabilities and Stockholders' Deficit | |||||||||||||||||||
Current liabilities: | |||||||||||||||||||
Accounts payable and accrued expenses | 347,236 | (291,009 | ) | (b) | - | 56,227 | |||||||||||||
Accrued interest – related parties | 1,051,093 | (1,051,093 | ) | (c) | - | - | |||||||||||||
Accrued expenses – related party | 78,360 | (78,360 | ) | (d) | - | - | |||||||||||||
Notes payable – related parties | 4,214,935 | (3,830,380 | ) | (e) | - | 384,555 | |||||||||||||
Total current liabilities | 5,691,624 | (5,250,842 | ) | - | 440,782 | ||||||||||||||
Total liabilities | 5,691,624 | (5,250,842 | ) | - | 440,782 | ||||||||||||||
Stockholders' deficit | |||||||||||||||||||
Preferred stock (Predecessor) | 33 | (33 | ) | (f) | - | - | |||||||||||||
Common stock (Predecessor) | 732,910 | (732,910 | ) | (g) | - | - | |||||||||||||
Additional paid-in capital (Predecessor) | 31,968,516 | 732,910 | (g) | (32,701,426 | ) | (j) | - | ||||||||||||
Preferred stock (Successor) | - | - | - | - | |||||||||||||||
Common stock (Successor) | - | 201,448 | (h) | - | 201,448 | ||||||||||||||
Additional paid-in capital (Successor) | - | 1,739,797 | (h) | (1,897,242 | ) | (j) | (157,445 | ) | |||||||||||
Accumulated deficit | (38,021,518 | ) | 3,422,850 | (i) | 34,598,668 | (j) | - | ||||||||||||
Total stockholders' deficit | (5,320,059 | ) | 5,364,062 | - | 44,003 | ||||||||||||||
Total liabilities and stockholders’ deficit | $ | 371,565 | $ | 113,220 | $ | - | $ | 484,785 | |||||||||||
Reorganization Adjustments [Table Text Block] | Proceeds from Yang Group | $ | 322,500 | ||||||||||||||||
Less: Payments of Class Four claims | (207,110 | ) | |||||||||||||||||
Less: Payments of Class Five claims | (2,170 | ) | |||||||||||||||||
Net increase in cash | $ | 113,220 | |||||||||||||||||
Schedule of Debt [Table Text Block] | General Ledger Account | Amount Paid in Settlement | Amount Discharged | ||||||||||||||||
Deferred Revenue | $ | 225 | $ | 1,557 | |||||||||||||||
Accounts Payable | 8,029 | 161,167 | |||||||||||||||||
Accrued Payroll – P. Mueller* | - | 30,590 | |||||||||||||||||
Accrued Payroll – B. Cohen | 793 | 12,428 | |||||||||||||||||
Notes Payable | 1,111 | 17,266 | |||||||||||||||||
Accrued Dividends | 3,471 | 54,372 | |||||||||||||||||
Total | $ | 13,629 | $ | 277,380 | |||||||||||||||
Accrued Interest for Related Parties [Table Text Block] | Description | Amount | |||||||||||||||||
Tibbits payout of interest on $200,000 loan; write off of unpaid & discharged interest debt. | $ | 43,123 | |||||||||||||||||
Adjustment to interest for The Yang Group. | 1,933 | ||||||||||||||||||
Sub-Total | 45,056 | ||||||||||||||||||
Accrued Yang interest post-bankruptcy | (163 | ) | |||||||||||||||||
Accrued Yang interest post-bankruptcy | (53 | ) | |||||||||||||||||
Sub-Total Yang interest | (216 | ) | |||||||||||||||||
Net Sub-Total | 44,840 | ||||||||||||||||||
Write off HBL accrued interest discharged. | 1,006,253 | ||||||||||||||||||
Total Adjustment | $ | 1,051,093 | |||||||||||||||||
Related Parties Note Payable [Table Text Block] | Creditor | Amount | |||||||||||||||||
Tibbits | $ | 200,000 | |||||||||||||||||
Martin Cummins | 13,250 | ||||||||||||||||||
Allowed Unsecured Debt to Yang | 1,939,630 | ||||||||||||||||||
Hayashibara Biochemical Laboratories | 2,000,000 | ||||||||||||||||||
Total Discharged | 4,152,880 | ||||||||||||||||||
Yang Cash for future operations | (322,500 | ) | |||||||||||||||||
Total Adjustment | $ | 3,830,380 |
Note_3_Property_Equipment_and_1
Note 3 - Property, Equipment and Software, Net (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property, Plant and Equipment [Table Text Block] | Successor | Predecessor | |||||||
2014 | 2013 | ||||||||
Furniture and equipment | $ | 38,221 | $ | 38,221 | |||||
Software | 8,012 | 8,012 | |||||||
46,233 | 46,233 | ||||||||
Less: accumulated depreciation | (46,233 | ) | (46,233 | ) | |||||
Property, equipment and software, net | $ | - | $ | - |
Note_4_Patents_net_Tables
Note 4 - Patents, net (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Successor | Predecessor | |||||||
2014 | 2013 | ||||||||
Patents | $ | 184,087 | $ | 173,488 | |||||
Less: accumulated amortization | (97,990 | ) | (80,449 | ) | |||||
Patents, net | $ | 86,097 | $ | 93,039 | |||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | 2015 | $ | 17,612 | ||||||
2016 | 13,761 | ||||||||
2017 | 13,761 | ||||||||
2018 | 12,394 | ||||||||
2019 | 8,553 | ||||||||
thereafter | 20,016 | ||||||||
Total expense | $ | 86,097 |
Note_7_Common_Stock_Tables
Note 7 - Common Stock (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||
Schedule of Stock by Class [Table Text Block] | Common Stock Issued in 2014 | Shares | Issue Price | Net Price | |||||||||
Paul Tibbits | 171,684 | $ | 0.1 | $ | - | ||||||||
The Yang Group | 16,115,848 | $ | 0.12 | $ | 1,941,211 | ||||||||
Total Common Stock Issued in 2014 | 16,287,532 | $ | 0.10 – 0.12 | $ | 1,941,211 | ||||||||
Common Stock Issued in 2013 | Shares | Issue Price | Net Price | ||||||||||
None | - | $ | - | $ | - | ||||||||
Total Common Stock Issued in 2013 | - | $ | - | $ | - |
Note_9_Stock_Option_and_Stock_1
Note 9 - Stock Option and Stock Plans (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Stock Plans * | Issue Date Range | Total Shares | Shares | Shares | |||||||||
Authorized | Issued | Remaining | ||||||||||||
2008 Stock Incentive Plan | 5/23/08 – 10/11/11 | 600,000 | 463,420 | 136,580 | ||||||||||
Stock Option Plans * | Issue Date Range | Total Options | Options | Options | ||||||||||
Authorized** | Issued | Remaining | ||||||||||||
2009A Officers, Directors, Employees and Consultants Nonqualified Stock Option Plan *** Expired 12/31/14 | 04/30/09 – 10/27/11 | 20,000,000 | 5,381,792 | 14,618,208 |
Note_10_Stock_Options_and_Warr1
Note 10 - Stock Options and Warrants (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Note 10 - Stock Options and Warrants (Tables) [Line Items] | |||||||||||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Stock Plans * | Issue Date Range | Total Shares | Shares | Shares | ||||||||||||||||||||
Authorized | Issued | Remaining | |||||||||||||||||||||||
2008 Stock Incentive Plan | 5/23/08 – 10/11/11 | 600,000 | 463,420 | 136,580 | |||||||||||||||||||||
Stock Option Plans * | Issue Date Range | Total Options | Options | Options | |||||||||||||||||||||
Authorized** | Issued | Remaining | |||||||||||||||||||||||
2009A Officers, Directors, Employees and Consultants Nonqualified Stock Option Plan *** Expired 12/31/14 | 04/30/09 – 10/27/11 | 20,000,000 | 5,381,792 | 14,618,208 | |||||||||||||||||||||
Employee Stock Option [Member] | |||||||||||||||||||||||||
Note 10 - Stock Options and Warrants (Tables) [Line Items] | |||||||||||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Shares | Weighted | Weighted Average Remaining Contractual Life | Grant Date | |||||||||||||||||||||
Average | (in Years) | Fair Value | |||||||||||||||||||||||
Exercise Price | |||||||||||||||||||||||||
Outstanding at December 31, 2012 (Predecessor)* | 97,515 | $ | 1.13 | 3.24 | $ | 110,640 | |||||||||||||||||||
Options granted | - | - | - | - | |||||||||||||||||||||
Options exercised | - | - | - | - | |||||||||||||||||||||
Options cancelled/expired | (5,263 | ) | 1.43 | - | (7,500 | ) | |||||||||||||||||||
Outstanding at December 31, 2013 (Predecessor)* | 92,252 | 1.12 | 2.41 | 103,140 | |||||||||||||||||||||
Vested at December 31, 2013 (Predecessor) | 92,252 | 1.12 | 2.41 | 103,140 | |||||||||||||||||||||
Outstanding at December 31, 2013 (Predecessor)* | 92,252 | 1.12 | 2.41 | 103,140 | |||||||||||||||||||||
Options granted | - | - | - | - | |||||||||||||||||||||
Options exercised | - | - | - | - | |||||||||||||||||||||
Options cancelled/expired | (10,526 | ) | 2.38 | - | (25,000 | ) | |||||||||||||||||||
Outstanding at November 20, 2014 (Predecessor)* | 81,726 | 0.96 | 1.79 | 78,140 | |||||||||||||||||||||
Vested at November 20, 2014 (Predecessor) | 81,726 | $ | 0.96 | 1.79 | $ | 78,140 | |||||||||||||||||||
Outstanding at November 20, 2014 (Successor)* | 81,726 | $ | 0.96 | 1.79 | $ | 78,140 | |||||||||||||||||||
Options granted | - | - | - | - | |||||||||||||||||||||
Options exercised | - | - | - | - | |||||||||||||||||||||
Options cancelled/expired | - | - | - | - | |||||||||||||||||||||
Outstanding at December 31, 2014 (Successor)* | 81,726 | 0.96 | 1.68 | 78,140 | |||||||||||||||||||||
Vested at December 31, 2014 (Successor) | 81,726 | $ | 0.96 | 1.68 | $ | 78,140 | |||||||||||||||||||
Stock Warrant [Member] | |||||||||||||||||||||||||
Note 10 - Stock Options and Warrants (Tables) [Line Items] | |||||||||||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Successor | Predecessor | |||||||||||||||||||||||
31-Dec-14 | 20-Nov-14 | 31-Dec-13 | |||||||||||||||||||||||
Warrants | Price Range | Warrants | Price Range | Warrants | Price Range | ||||||||||||||||||||
Outstanding Beg. of Year* | 52,632 | $ | 0.57 | 120,395 | $ | 0.57-0.76 | 349,596 | $ | 0.3838-1.90 | ||||||||||||||||
Granted | - | - | - | - | - | - | |||||||||||||||||||
Cancelled/Expired | (67,763 | ) | $ | (0.76 | ) | (229,201 | ) | $ | (0.3838-1.90 | ) | |||||||||||||||
Exercised | - | - | - | - | - | - | |||||||||||||||||||
Outstanding End of Year* | 52,632 | $ | 0.57 | 52,632 | $ | 0.57 | 120,395 | $ | 0.57-0.76 | ||||||||||||||||
Exercisable End of Year | 52,632 | $ | 0.57 | 52,632 | $ | 0.57 | 120,395 | $ | 0.57-0.76 |
Note_11_Income_Taxes_Tables
Note 11 - Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 31-Dec-14 | 31-Dec-13 | |||||||
Provision (benefit) at statutory rate | $ | (966,000 | ) | $ | 202,000 | ||||
Change in valuation allowance | 966,000 | (202,000 | ) | ||||||
$ | - | $ | - | ||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 31-Dec-14 | 31-Dec-13 | |||||||
Deferred tax assets: | |||||||||
Net operating loss carryforward | $ | 6,776,000 | $ | 7,742,000 | |||||
Deferred tax assets | 6,776,000 | 7,742,000 | |||||||
Deferred tax liabilities: | - | - | |||||||
Net deferred tax assets | 6,776,000 | 7,742,000 | |||||||
Valuation allowance | (6,776,000 | ) | (7,742,000 | ) | |||||
$ | - | $ | - |
Note_1_Organization_and_Summar1
Note 1 - Organization and Summary of Significant Accounting Policies (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||
Nov. 20, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 19, 2014 | |
Note 1 - Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Plan of Reorganization, Discharge of Debt | $4,000,000 | |||
Plan of Reorganization, Date Plan Confirmed | 23-May-14 | |||
Plan of Reorganization, Date Plan is Effective | 20-Nov-14 | |||
Liabilities | 452,277 | 4,787,127 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 0 | 0 | ||
Accounts Receivable, Net | 0 | 0 | ||
Allowance for Doubtful Accounts Receivable | 0 | 0 | ||
Provision for Doubtful Accounts | 0 | 182 | ||
Inventory Write-down | 184 | |||
Number of Patents Issued | 6 | |||
Number of Patents Pending | 1 | |||
Production and Distribution Costs | 0 | 0 | ||
Revenues | 0 | 0 | ||
Royalty Revenue | 0 | 0 | ||
Cash, FDIC Insured Amount | 250,000 | |||
Dietary Supplement Patent [Member] | ||||
Note 1 - Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Number of Patents Issued | 1 | |||
Minimum [Member] | ||||
Note 1 - Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Property, Plant and Equipment, Estimated Useful Lives | two | |||
Finite-Lived Intangible Asset, Useful Life | 15 years | |||
Maximum [Member] | ||||
Note 1 - Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Property, Plant and Equipment, Estimated Useful Lives | seven | |||
Finite-Lived Intangible Asset, Useful Life | 20 years | |||
Other Current Assets [Member] | ||||
Note 1 - Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Inventory, Gross | $184 |
Note_2_Fresh_Start_Accounting_1
Note 2 - Fresh Start Accounting (Details) (USD $) | 0 Months Ended | |
Nov. 20, 2014 | Nov. 20, 2014 | |
Note 2 - Fresh Start Accounting (Details) [Line Items] | ||
Preconfirmation, Assets | $0 | $0 |
Preconfirmation, Equipment | 46,000 | 46,000 |
Postconfirmation, Equipment | 0 | 0 |
Preconfirmation, Amortizable Intangible Assets, Net | 86,000 | 86,000 |
Postconfirmation, Amortizable Intangible Assets | 86,000 | 86,000 |
Reorganization Settlement Rate | 6.00% | |
Reorganization Settlement Claim Payment Option | 500 | |
Reorganization Settlement Percent of Claim | 100.00% | |
Proceeds from Related Party Debt | 2,324,185 | |
Debt Exchanged for Related Party Equity | 1,939,630 | 1,939,630 |
Conversion of Stock, Shares Converted (in Shares) | 32.62 | |
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $0.01 | $0.01 |
Convertible Preferred Stock, Shares Issued upon Conversion (in Shares) | 3,262,000 | 3,262,000 |
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $0.01 | $0.01 |
Reorganization Shares of Common Shares Adjusted at Par (in Shares) | 20,144,810 | 20,144,810 |
The Yang Group [Member] | Secured Related Party Debt [Member] | ||
Note 2 - Fresh Start Accounting (Details) [Line Items] | ||
Notes Payable, Related Parties | 150,000 | 150,000 |
The Yang Group [Member] | Unsecured Related Party Debt [Member] | ||
Note 2 - Fresh Start Accounting (Details) [Line Items] | ||
Notes Payable, Related Parties | 234,555 | 234,555 |
The Yang Group [Member] | ||
Note 2 - Fresh Start Accounting (Details) [Line Items] | ||
Notes Payable, Related Parties | $384,555 | $384,555 |
Note_2_Fresh_Start_Accounting_2
Note 2 - Fresh Start Accounting (Details) - Fresh Start Adjustments (USD $) | Dec. 31, 2014 | Nov. 19, 2014 | Nov. 20, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Current liabilities: | ||||||
Total liabilities | $452,277 | $4,787,127 | ||||
Adjustment to Predecessor Company [Member] | Predecessor [Member] | ||||||
Stockholders' deficit | ||||||
Preferred stock | 33 | |||||
Common stock | 732,910 | |||||
Additional paid-in capital | 31,968,516 | |||||
Adjustment to Predecessor Company [Member] | Reorganization Adjustments [Member] | ||||||
Stockholders' deficit | ||||||
Preferred stock | -33 | [1] | ||||
Common stock | -732,910 | [2] | ||||
Additional paid-in capital | 732,910 | [2] | ||||
Adjustment to Predecessor Company [Member] | Fresh Start Adjustment [Member] | ||||||
Stockholders' deficit | ||||||
Additional paid-in capital | -32,701,426 | [3] | ||||
Adjustment to Sucessor Company [Member] | Reorganization Adjustments [Member] | ||||||
Stockholders' deficit | ||||||
Common stock | 201,448 | [4] | ||||
Additional paid-in capital | 1,739,797 | [4] | ||||
Adjustment to Sucessor Company [Member] | Fresh Start Adjustment [Member] | ||||||
Stockholders' deficit | ||||||
Additional paid-in capital | -1,897,242 | [3] | ||||
Adjustment to Sucessor Company [Member] | Successor [Member] | ||||||
Stockholders' deficit | ||||||
Common stock | 201,448 | |||||
Additional paid-in capital | -157,445 | |||||
Predecessor [Member] | ||||||
Current assets: | ||||||
Cash and cash equivalents | 374,367 | 6,539 | 7,261 | |||
Prepaid expense and other current assets | 24,063 | 61,953 | ||||
Total current assets | 285,210 | 68,492 | ||||
Patents, net | 86,355 | |||||
Total assets | 371,565 | 161,531 | ||||
Current liabilities: | ||||||
Accounts payable and accrued expenses | 347,236 | 288,244 | ||||
Accrued interest b related parties | 1,051,093 | |||||
Accrued expenses b related party | 78,360 | 78,360 | ||||
Notes payable b related parties | 4,214,935 | 3,527,043 | ||||
Total current liabilities | 5,691,624 | 4,944,318 | ||||
Total liabilities | 5,691,624 | 4,944,318 | ||||
Stockholders' deficit | ||||||
Preferred stock | 33 | |||||
Common stock | 732,910 | |||||
Additional paid-in capital | 31,968,516 | |||||
Accumulated deficit | -38,021,518 | -37,484,246 | ||||
Total stockholders' deficit | -5,320,059 | -4,782,787 | ||||
Total liabilities and stockholdersb deficit | 371,565 | 161,531 | ||||
Reorganization Adjustments [Member] | ||||||
Current assets: | ||||||
Cash and cash equivalents | 113,220 | [5] | ||||
Total current assets | 113,220 | |||||
Total assets | 113,220 | |||||
Current liabilities: | ||||||
Accounts payable and accrued expenses | -291,009 | [6] | ||||
Accrued interest b related parties | -1,051,093 | [7] | ||||
Accrued expenses b related party | -78,360 | [8] | ||||
Notes payable b related parties | -3,830,380 | [9] | ||||
Total current liabilities | -5,250,842 | |||||
Total liabilities | -5,250,842 | |||||
Stockholders' deficit | ||||||
Accumulated deficit | 3,422,850 | [10] | ||||
Total stockholders' deficit | 5,364,062 | |||||
Total liabilities and stockholdersb deficit | 113,220 | |||||
Fresh Start Adjustment [Member] | ||||||
Stockholders' deficit | ||||||
Accumulated deficit | 34,598,668 | [3] | ||||
Successor [Member] | ||||||
Current assets: | ||||||
Cash and cash equivalents | 318,556 | 374,367 | ||||
Prepaid expense and other current assets | 16,882 | 24,063 | ||||
Total current assets | 335,438 | 398,430 | ||||
Patents, net | 86,355 | |||||
Total assets | 421,535 | 484,785 | ||||
Current liabilities: | ||||||
Accounts payable and accrued expenses | 67,159 | 56,227 | ||||
Notes payable b related parties | 234,555 | 384,555 | ||||
Total current liabilities | 302,277 | 440,782 | ||||
Total liabilities | 452,277 | 440,782 | ||||
Stockholders' deficit | ||||||
Common stock | 201,448 | |||||
Additional paid-in capital | -157,446 | |||||
Accumulated deficit | -74,744 | |||||
Total stockholders' deficit | -30,742 | 44,003 | ||||
Total liabilities and stockholdersb deficit | $421,535 | $484,785 | ||||
[1] | Convert Preferred Stock at Par to Common Stock pursuant to Implementation of Plan of Reorganization - 32.62 shares of Preferred stock at $0.01 par to 3,262,000 Common shares at par $0.01. | |||||
[2] | Adjust Common Stock at par value of $0.01 for 20,144,810 Common Shares following 1-for-19 reverse stock split pursuant to Plan of Reorganization. | |||||
[3] | Adjust Paid in Capital - Predecessor, Paid in Capital - Successor, and Accumulated Deficit for Fresh Start Reporting. | |||||
[4] | Adjust Common Stock at par of $0.01 and Additional Paid in Capital for conversion of Yang debt to (New) ABI Common Equity. | |||||
[5] | The cash payments recorded on the Effective Date from implementation of the Plan of Reorganization include the following:Proceeds from Yang Group $ 322,500 Less: Payments of Class Four claims (207,110 )Less: Payments of Class Five claims (2,170 )Net increase in cash $ 113,220 | |||||
[6] | Pursuant to the Plan of Reorganization, General Unsecured Creditors were given a settlement of six percent (6%) of the amount of the allowed claim. Administrative Convenience Creditors were given the opportunity to receive the lesser of $500 or 100% of their claim and receive payment within twenty-eight (28) days after the twenty-eight day objection period expired. (The Effective Date was November 20, 2014. Creditors had twenty-eight days from the Effective Date to object to the amount of their particular claim. The objection period was from November 21, 2014, through December 18, 2014. Administrative Convenience Claims were paid beginning December 19, 2014 and payments to this class were completed no later than January 16, 2015. Creditors in the following general ledger accounts received six percent (6%) payout in full and final settlement of all outstanding debts. The balance of the debts for both classes was discharged after the settlement payments were tendered.General Ledger Account Amount Paid in Settlement Amount Discharged Deferred Revenue $ 225 $ 1,557 Accounts Payable 8,029 161,167 Accrued Payroll - P. Mueller* - 30,590 Accrued Payroll - B. Cohen 793 12,428 Notes Payable 1,111 17,266 Accrued Dividends 3,471 54,372 Total $ 13,629 $ 277,380 *There was no settlement payout for this creditor. The debt was beyond the Statute of Limitations and, therefore, not an allowed debt. | |||||
[7] | Pursuant to the Plan of Reorganization, Accrued Interest for Related Parties was classified as General Unsecured Creditors. These Creditors received six percent (6%) of the allowed claim in full and final settlement of all outstanding debts. The balance of the debt was discharged after the settlement payment was tendered. Description Amount Tibbits payout of interest on $200,000 loan; write off of unpaid & discharged interest debt. $ 43,123 Adjustment to interest for The Yang Group. 1,933 Sub-Total 45,056 Accrued Yang interest post-bankruptcy (163 )Accrued Yang interest post-bankruptcy (53 )Sub-Total Yang interest (216 )Net Sub-Total 44,840 Write off HBL accrued interest discharged. 1,006,253 Total Adjustment $ 1,051,093 | |||||
[8] | Write off licensing fees due Hayashibara Biochemical Laboratories, Inc. (HBL) which originated through sales of Bimron, and interferon product. | |||||
[9] | The total amount of cash received by ABI from the Yang Group was $2,324,185. The amount of debt exchanged for equity with Yang was $1,939,630 leaving $384,555 of cash not converted to debt and still owed to The Yang Group. This cash was for the purpose of financing future, post-bankruptcy operations. The Notes Payable - Related Parties consisted of the following: Creditor Amount Tibbits $ 200,000 Martin Cummins 13,250 Allowed Unsecured Debt to Yang 1,939,630 Hayashibara Biochemical Laboratories 2,000,000 Total Discharged 4,152,880 Yang Cash for future operations (322,500 )Total Adjustment $ 3,830,380 The amount of remaining debt to Yang, $384,555 was reclassified pursuant to the Plan of Reorganization in that ABI has a secured debt to Yang in the amount of $150,000 and an unsecured note payable to Yang for $234,555. | |||||
[10] | Adjust Accumulated Deficit for debt forgiveness/debt discharge pursuant to the Plan of Reorganization. |
Note_2_Fresh_Start_Accounting_3
Note 2 - Fresh Start Accounting (Details) - Reorganization Adjustments (USD $) | 0 Months Ended |
Nov. 20, 2014 | |
Note 2 - Fresh Start Accounting (Details) - Reorganization Adjustments [Line Items] | |
Proceeds from Yang Group | $2,324,185 |
Less: Payments of debt | -13,629 |
The Yang Group [Member] | Reorganization Adjustments [Member] | |
Note 2 - Fresh Start Accounting (Details) - Reorganization Adjustments [Line Items] | |
Proceeds from Yang Group | 322,500 |
Reorganization Adjustments [Member] | Class Four Claims [Member] | |
Note 2 - Fresh Start Accounting (Details) - Reorganization Adjustments [Line Items] | |
Less: Payments of debt | -207,110 |
Reorganization Adjustments [Member] | Class Five Claims [Member] | |
Note 2 - Fresh Start Accounting (Details) - Reorganization Adjustments [Line Items] | |
Less: Payments of debt | -2,170 |
Reorganization Adjustments [Member] | |
Note 2 - Fresh Start Accounting (Details) - Reorganization Adjustments [Line Items] | |
Net increase in cash | $113,220 |
Note_2_Fresh_Start_Accounting_4
Note 2 - Fresh Start Accounting (Details) - Amount Paid in Settlement and Amount Discharged (USD $) | 0 Months Ended |
Nov. 20, 2014 | |
Note 2 - Fresh Start Accounting (Details) - Amount Paid in Settlement and Amount Discharged [Line Items] | |
Amount Paid in Settlement | $13,629 |
Amount Discharged | 277,380 |
Deferred Revenue [Member] | |
Note 2 - Fresh Start Accounting (Details) - Amount Paid in Settlement and Amount Discharged [Line Items] | |
Amount Paid in Settlement | 225 |
Amount Discharged | 1,557 |
Accounts Payable and Accrued Liabilities [Member] | |
Note 2 - Fresh Start Accounting (Details) - Amount Paid in Settlement and Amount Discharged [Line Items] | |
Amount Paid in Settlement | 8,029 |
Amount Discharged | 161,167 |
Accrued Payroll - Mueller [Member] | |
Note 2 - Fresh Start Accounting (Details) - Amount Paid in Settlement and Amount Discharged [Line Items] | |
Amount Discharged | 30,590 |
Accrued Payroll - Cohen [Member] | |
Note 2 - Fresh Start Accounting (Details) - Amount Paid in Settlement and Amount Discharged [Line Items] | |
Amount Paid in Settlement | 793 |
Amount Discharged | 12,428 |
Notes Payable [Member] | |
Note 2 - Fresh Start Accounting (Details) - Amount Paid in Settlement and Amount Discharged [Line Items] | |
Amount Paid in Settlement | 1,111 |
Amount Discharged | 17,266 |
Accrued Dividends [Member] | |
Note 2 - Fresh Start Accounting (Details) - Amount Paid in Settlement and Amount Discharged [Line Items] | |
Amount Paid in Settlement | 3,471 |
Amount Discharged | $54,372 |
Note_2_Fresh_Start_Accounting_5
Note 2 - Fresh Start Accounting (Details) - Accrued Interest for Related Parties (USD $) | 0 Months Ended |
Nov. 20, 2014 | |
Note 2 - Fresh Start Accounting (Details) - Accrued Interest for Related Parties [Line Items] | |
Write off HBL accrued interest discharged. | $277,380 |
Paul Tibbits [Member] | |
Note 2 - Fresh Start Accounting (Details) - Accrued Interest for Related Parties [Line Items] | |
Accrued interest for related party | 43,123 |
Adjustment to Interest for Yang Group [Member] | |
Note 2 - Fresh Start Accounting (Details) - Accrued Interest for Related Parties [Line Items] | |
Accrued interest for related party | 1,933 |
Sub-Total after Adjustment for Yang Group [Member] | |
Note 2 - Fresh Start Accounting (Details) - Accrued Interest for Related Parties [Line Items] | |
Accrued interest for related party | 45,056 |
Yang 1 [Member] | |
Note 2 - Fresh Start Accounting (Details) - Accrued Interest for Related Parties [Line Items] | |
Yang interest post-bankruptcy | -163 |
Yang 2 [Member] | |
Note 2 - Fresh Start Accounting (Details) - Accrued Interest for Related Parties [Line Items] | |
Yang interest post-bankruptcy | -53 |
Sub-Total Yang Interest [Member] | |
Note 2 - Fresh Start Accounting (Details) - Accrued Interest for Related Parties [Line Items] | |
Yang interest post-bankruptcy | -216 |
Net Sub-Total [Member] | |
Note 2 - Fresh Start Accounting (Details) - Accrued Interest for Related Parties [Line Items] | |
Accrued interest for related party | 44,840 |
Total Adjustment [Member] | |
Note 2 - Fresh Start Accounting (Details) - Accrued Interest for Related Parties [Line Items] | |
Accrued interest for related party | $1,051,093 |
Note_2_Fresh_Start_Accounting_6
Note 2 - Fresh Start Accounting (Details) - Accrued Interest for Related Parties (Parentheticals) (Paul Tibbits [Member], USD $) | Nov. 20, 2014 |
Paul Tibbits [Member] | |
Note 2 - Fresh Start Accounting (Details) - Accrued Interest for Related Parties (Parentheticals) [Line Items] | |
Loan | $200,000 |
Note_2_Fresh_Start_Accounting_7
Note 2 - Fresh Start Accounting (Details) - Notes Payable - Related Parties (USD $) | 0 Months Ended |
Nov. 20, 2014 | |
Note 2 - Fresh Start Accounting (Details) - Notes Payable - Related Parties [Line Items] | |
Yang Cash for future operations | ($322,500) |
Paul Tibbits [Member] | |
Note 2 - Fresh Start Accounting (Details) - Notes Payable - Related Parties [Line Items] | |
Note payable - related party | 200,000 |
Martin Cummins [Member] | |
Note 2 - Fresh Start Accounting (Details) - Notes Payable - Related Parties [Line Items] | |
Note payable - related party | 13,250 |
The Yang Group [Member] | |
Note 2 - Fresh Start Accounting (Details) - Notes Payable - Related Parties [Line Items] | |
Note payable - related party | 384,555 |
Hayashibara Biochemical Laboratories, Inc. [Member] | |
Note 2 - Fresh Start Accounting (Details) - Notes Payable - Related Parties [Line Items] | |
Note payable - related party | 2,000,000 |
Total Related Party Note Payable Discharged [Member] | |
Note 2 - Fresh Start Accounting (Details) - Notes Payable - Related Parties [Line Items] | |
Note payable - related party | 4,152,880 |
Total Adjustment [Member] | |
Note 2 - Fresh Start Accounting (Details) - Notes Payable - Related Parties [Line Items] | |
Note payable - related party | $3,830,380 |
Note_3_Property_Equipment_and_2
Note 3 - Property, Equipment and Software, Net (Details) - Property, Plant and Equipment (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Furniture and Fixtures [Member] | Successor [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant Equipment Gross | $38,221 | |
Furniture and Fixtures [Member] | Predecessor [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant Equipment Gross | 38,221 | |
Software and Software Development Costs [Member] | Successor [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant Equipment Gross | 8,012 | |
Software and Software Development Costs [Member] | Predecessor [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant Equipment Gross | 8,012 | |
Successor [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant Equipment Gross | 46,233 | |
Less: accumulated depreciation | -46,233 | |
Property, equipment and software, net | 0 | |
Predecessor [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant Equipment Gross | 46,233 | |
Less: accumulated depreciation | -46,233 | |
Property, equipment and software, net | $0 |
Note_4_Patents_net_Details
Note 4 - Patents, net (Details) (Patents [Member], USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Patents [Member] | ||
Note 4 - Patents, net (Details) [Line Items] | ||
Amortization of Intangible Assets | $17,541 | $16,120 |
Note_4_Patents_net_Details_Pat
Note 4 - Patents, net (Details) - Patents (USD $) | Dec. 31, 2014 | Nov. 20, 2014 | Dec. 31, 2013 |
Successor [Member] | Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Patents | $184,087 | ||
Less: accumulated amortization | -97,990 | ||
Patents, net | 86,097 | ||
Successor [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Patents | 86,097 | ||
Patents, net | 86,355 | ||
Predecessor [Member] | Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Patents | 173,488 | ||
Less: accumulated amortization | -80,449 | ||
Patents, net | 93,039 | ||
Predecessor [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Patents | 93,039 | ||
Patents, net | 86,355 | ||
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Patents, net | $86,097 |
Note_4_Patents_net_Details_Est
Note 4 - Patents, net (Details) - Estimated future amortization expense is as follows: (Patents [Member], USD $) | Dec. 31, 2014 |
Patents [Member] | |
Note 4 - Patents, net (Details) - Estimated future amortization expense is as follows: [Line Items] | |
2015 | $17,612 |
2016 | 13,761 |
2017 | 13,761 |
2018 | 12,394 |
2019 | 8,553 |
thereafter | 20,016 |
Total expense | $86,097 |
Note_5_Notes_Payable_Details
Note 5 - Notes Payable (Details) (USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 19 Months Ended | 0 Months Ended | 36 Months Ended | |
Nov. 20, 2014 | Dec. 31, 2014 | Oct. 31, 2013 | Feb. 28, 2012 | Dec. 31, 2014 | Feb. 08, 2012 | Nov. 20, 2014 | Sep. 01, 2014 | Dec. 31, 2014 | |
Note 5 - Notes Payable (Details) [Line Items] | |||||||||
Repayments of Unsecured Debt | $13,629 | ||||||||
Proceeds from Related Party Debt | 2,324,185 | ||||||||
Series A Preferred Stock [Member] | Director [Member] | Pre Amendment [Member] | |||||||||
Note 5 - Notes Payable (Details) [Line Items] | |||||||||
Preferred Stock, Amount of Preferred Dividends in Arrears | 34,279 | ||||||||
Series A Preferred Stock [Member] | Director [Member] | |||||||||
Note 5 - Notes Payable (Details) [Line Items] | |||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 3,262 | ||||||||
Preferred Stock, Dividend Rate, Percentage | 10.00% | ||||||||
Preferred Stock, Amount of Preferred Dividends in Arrears | 65,909 | ||||||||
Payments of Ordinary Dividends, Preferred Stock and Preference Stock | 3,471 | ||||||||
Payments of Unpaid Dividends Interest Preferred Stock and Preference Stock | 484 | ||||||||
Director [Member] | |||||||||
Note 5 - Notes Payable (Details) [Line Items] | |||||||||
Debt Instrument, Face Amount | 235,056 | 235,056 | 235,056 | ||||||
Repayment of Unsecured Debt,Pricipal Amount | 12,000 | ||||||||
Repayment of Unsecured Debt, Interest Amount | 2,103 | ||||||||
Chief Executive Officer [Member] | Secured Debt [Member] | |||||||||
Note 5 - Notes Payable (Details) [Line Items] | |||||||||
Debt Instrument, Face Amount | 150,000 | 150,000 | |||||||
Chief Executive Officer [Member] | Unsecured Debt [Member] | |||||||||
Note 5 - Notes Payable (Details) [Line Items] | |||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 16,115,848 | ||||||||
Chief Executive Officer [Member] | |||||||||
Note 5 - Notes Payable (Details) [Line Items] | |||||||||
Proceeds from Related Party Debt | 384,555 | 2,324,185 | |||||||
Number of Installments | 5 | ||||||||
Wells Fargo [Member] | |||||||||
Note 5 - Notes Payable (Details) [Line Items] | |||||||||
Repayments of Unsecured Debt | 1,111 | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 20,000 | 20,000 | 20,000 | ||||||
Debt Instrument, Basis Spread on Variable Rate | 6.75% | ||||||||
Long-term Line of Credit | 18,376 | ||||||||
Hayashibara Biochemical Laboratories, Inc. [Member] | |||||||||
Note 5 - Notes Payable (Details) [Line Items] | |||||||||
Debt Discharged | 3,006,753 | ||||||||
Repayments of Unsecured Debt | $180,405 |
Note_6_License_Sublicense_Manu1
Note 6 - License, Sublicense, Manufacturing, Research and Supply Agreements (Details) (Sublicense Fee [Member], Hayashibara Biochemical Laboratories, Inc. [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Sublicense Fee [Member] | Hayashibara Biochemical Laboratories, Inc. [Member] | ||
Note 6 - License, Sublicense, Manufacturing, Research and Supply Agreements (Details) [Line Items] | ||
Due to Related Parties | $0 | $0 |
Note_7_Common_Stock_Details
Note 7 - Common Stock (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Stockholders' Equity Note [Abstract] | ||
Common Stock, Shares Authorized | 100,000,000 | |
Common Stock, Capital Shares Reserved for Future Issuance | 20,279,167 | |
Fees and Commissions | $0 | $0 |
Note_7_Common_Stock_Details_Su
Note 7 - Common Stock (Details) - Summary of Common Stock Issuances (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Class of Stock [Line Items] | ||
Shares issued (in Shares) | 16,287,532 | 0 |
Issue Price | $0 | |
Net Price (in Dollars) | $1,941,211 | $0 |
Director [Member] | ||
Class of Stock [Line Items] | ||
Shares issued (in Shares) | 171,684 | |
Issue Price | $0.10 | |
Chief Executive Officer [Member] | ||
Class of Stock [Line Items] | ||
Shares issued (in Shares) | 16,115,848 | |
Issue Price | $0.12 | |
Net Price (in Dollars) | $1,941,211 | |
Minimum [Member] | ||
Class of Stock [Line Items] | ||
Issue Price | $0.10 | |
Maximum [Member] | ||
Class of Stock [Line Items] | ||
Issue Price | $0.12 |
Note_8_Preferred_Stock_Details
Note 8 - Preferred Stock (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Nov. 20, 2014 | Dec. 31, 2013 | |
Note 8 - Preferred Stock (Details) [Line Items] | |||
Preferred Stock, Shares Authorized | 10,000,000 | ||
Convertible Preferred Stock, Shares Issued upon Conversion | 3,262,000 | ||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $0.01 | ||
Dividends, Preferred Stock (in Dollars) | $28,881 | ||
Series 2010-A [Member] | |||
Note 8 - Preferred Stock (Details) [Line Items] | |||
Preferred Stock, Shares Authorized | 10,000 | ||
Preferred Stock, Dividend Rate, Percentage | 10.00% | ||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,000 | ||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $100 | ||
Preferred Stock, Liquidation Preference Per Share (in Dollars per share) | $0.10 | ||
Preferred Stock, Dividends, Per Share, Cash Paid (in Dollars per share) | $0.10 | ||
Convertible Preferred Stock [Member] | |||
Note 8 - Preferred Stock (Details) [Line Items] | |||
Preferred Stock, Shares Outstanding | 3,262 | ||
Series 2010-A Convertible Preferred Stock [Member] | |||
Note 8 - Preferred Stock (Details) [Line Items] | |||
Preferred Stock, Shares Issued | 0 | ||
Preferred Equity to Common Equity [Member] | |||
Note 8 - Preferred Stock (Details) [Line Items] | |||
Convertible Preferred Stock, Shares Issued upon Conversion | 171,684 |
Note_9_Stock_Option_and_Stock_2
Note 9 - Stock Option and Stock Plans (Details) - Stock Option Plan Summary | 12 Months Ended | 41 Months Ended | 30 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Oct. 11, 2011 | Oct. 27, 2011 | |
Note 9 - Stock Option and Stock Plans (Details) - Stock Option Plan Summary [Line Items] | ||||
Shares Issued | 0 | 0 | ||
Two Thousand Eight Stock Incentive Plan [Member] | ||||
Note 9 - Stock Option and Stock Plans (Details) - Stock Option Plan Summary [Line Items] | ||||
Total shares authorized | 600,000 | |||
Shares Issued | 463,420 | |||
Shares Remaining | 136,580 | |||
Two Thousand Nine A Officers Directors Employees and Consultants Nonqualified Stock Option Plan [Member] | ||||
Note 9 - Stock Option and Stock Plans (Details) - Stock Option Plan Summary [Line Items] | ||||
Total shares authorized | 20,000,000 | |||
Shares Issued | 5,381,792 | |||
Shares Remaining | 14,618,208 |
Note_10_Stock_Options_and_Warr2
Note 10 - Stock Options and Warrants (Details) (USD $) | 11 Months Ended | 12 Months Ended | ||
Nov. 20, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Note 10 - Stock Options and Warrants (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | 0 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 350 days | 310 days | ||
Warrants Returned to Equity Value (in Dollars) | $17,035 | |||
Derivative, Gain on Derivative (in Dollars) | $0 | $4,217 | ||
Consultants [Member] | ||||
Note 10 - Stock Options and Warrants (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | 0 |
Note_10_Stock_Options_and_Warr3
Note 10 - Stock Options and Warrants (Details) - Stock Option Activity (USD $) | 11 Months Ended | 12 Months Ended | 1 Months Ended | |||||
Nov. 20, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | |||||
Predecessor [Member] | ||||||||
Note 10 - Stock Options and Warrants (Details) - Stock Option Activity [Line Items] | ||||||||
Outstanding at December 31 | 81,726 | [1] | 92,252 | [1] | 97,515 | [1] | ||
Outstanding at December 31 | $0.96 | [1] | $1.12 | [1] | $1.13 | [1] | ||
Outstanding at December 31 | 1 year 288 days | [1] | 2 years 149 days | [1] | 3 years 87 days | [1] | ||
Outstanding at December 31 | $78,140 | [1] | $103,140 | [1] | $110,640 | [1] | ||
Vested at December 31 | 81,726 | 92,252 | ||||||
Vested at December 31 | $0.96 | $1.12 | ||||||
Vested at December 31 | 1 year 288 days | 2 years 149 days | ||||||
Vested at December 31 | 78,140 | 103,140 | ||||||
Options cancelled/expired | -10,526 | -5,263 | ||||||
Options cancelled/expired | $2.38 | $1.43 | ||||||
Options cancelled/expired | -25,000 | -7,500 | ||||||
Successor [Member] | ||||||||
Note 10 - Stock Options and Warrants (Details) - Stock Option Activity [Line Items] | ||||||||
Outstanding at December 31 | 81,726 | [1] | 81,726 | [1] | ||||
Outstanding at December 31 | $0.96 | [1] | $0.96 | [1] | ||||
Outstanding at December 31 | 1 year 288 days | [1] | 1 year 248 days | [1] | ||||
Outstanding at December 31 | 78,140 | [1] | 78,140 | [1] | ||||
Vested at December 31 | 81,726 | |||||||
Vested at December 31 | $0.96 | |||||||
Vested at December 31 | 1 year 248 days | |||||||
Vested at December 31 | $78,140 | |||||||
[1] | All options went through a 1/19 reverse split and is being retroactively presented. |
Note_10_Stock_Options_and_Warr4
Note 10 - Stock Options and Warrants (Details) - Stock Warrant Activity (USD $) | 1 Months Ended | ||||||
Dec. 31, 2014 | Dec. 31, 2013 | Nov. 20, 2014 | Oct. 20, 2014 | ||||
Successor [Member] | |||||||
Note 10 - Stock Options and Warrants (Details) - Stock Warrant Activity [Line Items] | |||||||
Outstanding at December 31 (in Shares) | 52,632 | [1] | |||||
Outstanding at December 31 | $0.57 | [1] | |||||
Exercisable End of Year (in Shares) | 52,632 | ||||||
Exercisable End of Year | $0.57 | ||||||
Outstanding at December 31 (in Shares) | 52,632 | [1] | |||||
Outstanding at December 31 | $0.57 | [1] | |||||
Predecessor [Member] | Minimum [Member] | |||||||
Note 10 - Stock Options and Warrants (Details) - Stock Warrant Activity [Line Items] | |||||||
Outstanding at December 31 | $0.38 | $0.57 | |||||
Exercisable End of Year | $0.57 | ||||||
Cancelled/Expired | $0.38 | ||||||
Outstanding at December 31 | $0.57 | $0.57 | |||||
Predecessor [Member] | Maximum [Member] | |||||||
Note 10 - Stock Options and Warrants (Details) - Stock Warrant Activity [Line Items] | |||||||
Outstanding at December 31 | $1.90 | $0.76 | |||||
Exercisable End of Year | $0.76 | ||||||
Outstanding at December 31 | $0.76 | $0.76 | |||||
Predecessor [Member] | |||||||
Note 10 - Stock Options and Warrants (Details) - Stock Warrant Activity [Line Items] | |||||||
Outstanding at December 31 (in Shares) | 120,395 | [1] | |||||
Outstanding at December 31 | $349,596 | [1] | |||||
Exercisable End of Year (in Shares) | 52,632 | ||||||
Exercisable End of Year | $120,395 | $0.57 | |||||
Cancelled/Expired (in Shares) | -67,763 | ||||||
Cancelled/Expired | ($229,201) | ($0.76) | |||||
Outstanding at December 31 (in Shares) | 52,632 | [1] | |||||
Outstanding at December 31 | $120,395 | [1] | $0.57 | ||||
[1] | All warrants went through a 1/19 reverse split and is being retroactively presented. |
Note_11_Income_Taxes_Details
Note 11 - Income Taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | |
Deferred Tax Assets, Gross | $6,776,000 | $7,742,000 |
Deferred Tax Assets, Valuation Allowance | 6,776,000 | 7,742,000 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | -966,000 | 202,000 |
Operating Loss Carryforwards | $19,930,000 | $22,176,000 |
Effective Income Tax Rate Reconciliation, Percent | 0.00% | 0.00% |
Note_11_Income_Taxes_Details_I
Note 11 - Income Taxes (Details) - Income Tax Expense (benefit) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Expense (benefit) [Abstract] | ||
Provision (benefit) at statutory rate | ($966,000) | $202,000 |
Change in valuation allowance | $966,000 | ($202,000) |
Note_11_Income_Taxes_Details_D
Note 11 - Income Taxes (Details) - Deferred Tax Assets and Deferred Tax Liabilities (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax assets: | ||
Net operating loss carryforward | $6,776,000 | $7,742,000 |
Deferred tax assets | 6,776,000 | 7,742,000 |
Net deferred tax assets | 6,776,000 | 7,742,000 |
Valuation allowance | ($6,776,000) | ($7,742,000) |
Note_12_Commitments_and_Contin1
Note 12 - Commitments and Contingencies (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
sqft | |
Commitments and Contingencies Disclosure [Abstract] | |
Area of Real Estate Property | 1,800 |
Operating Leases, Rent Expense | $1,045 |