Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Mar. 29, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | AMARILLO BIOSCIENCES INC | |
Trading Symbol | amar | |
Document Type | 10-K | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 20,144,810 | |
Entity Public Float | $ 804,917 | |
Amendment Flag | false | |
Entity Central Index Key | 1,014,763 | |
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 | Dec. 31, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | FY |
Balance Sheets
Balance Sheets - Successor [Member] - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 21,138 | $ 318,556 |
Prepaid expense and other current assets | 18,154 | 16,882 |
Total current assets | 39,292 | 335,438 |
Patents, net | 72,105 | 86,097 |
Property and equipment, net | 5,798 | 0 |
Total assets | 117,195 | 421,535 |
Current liabilities: | ||
Accounts payable and accrued expenses | 58,550 | 67,159 |
Accrued interest – related parties | 1,706 | 563 |
Accounts payable – related party | 144,426 | |
Notes payable – related party | 384,555 | 234,555 |
Total current liabilities | 589,237 | 302,277 |
Notes payable – related party, long term | 150,000 | |
Total liabilities | $ 589,237 | $ 452,277 |
Commitments and contingencies | ||
Preferred stock (Successor), $0.01 par value: | ||
Authorized shares – 10,000,000 Issued and outstanding shares – 0 at December 31, 2015 and 2014 | ||
Common stock (Successor), $0.01 par value: | ||
Authorized shares – 100,000,000 Issued and outstanding shares – 20,144,810 at December 31, 2015 and 2014 | $ 201,448 | $ 201,448 |
Additional paid-in capital | (76,872) | (157,446) |
Accumulated deficit | (596,618) | (74,744) |
Total stockholders' deficit | (472,042) | (30,742) |
Total liabilities and stockholders’ deficit | $ 117,195 | $ 421,535 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Preferred Stock, Shares Autorized | 10,000,000 | |
Preferred Stock, Shares Outstanding | 0 | |
Common Stock, Shares Authorized | 100,000,000 | |
Common Stock, Outstanding Shares | 20,144,810 | |
Successor [Member] | ||
Preferred Stock, Par Value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Autorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Outstanding Shares | 20,144,810 | 20,144,810 |
Common Stock, Par Value (in Dollars per share) | $ 0.01 | $ 0.01 |
Statements of Operations
Statements of Operations - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Nov. 20, 2014 | Dec. 31, 2015 | |
Revenues: | |||
Product sales | $ 1,975 | ||
Total revenues | 0 | ||
Successor [Member] | |||
Revenues: | |||
Product sales | $ 0 | 1,975 | |
Total revenues | 0 | 1,975 | |
Cost of revenues: | |||
Product sales | 0 | 0 | |
Total cost of revenues | 0 | 0 | |
Gross margin | 0 | 1,975 | |
Operating expenses: | |||
Research and development expenses | 0 | ||
Selling, general and administrative expenses | 69,707 | 521,796 | |
Total operating expenses | 69,707 | 521,796 | |
Operating loss | (69,707) | (519,821) | |
Other income (expense): | |||
Interest expense | (448) | (2,053) | |
Net income (loss) | (70,155) | (521,874) | |
Preferred stock dividend | (4,589) | ||
Net income (loss) applicable to common shareholders | $ (74,744) | $ (521,874) | |
Basic and diluted net income (loss) per average share available to common shareholders (in Dollars per share) | $ 0 | $ (0.03) | |
Weighted average common shares outstanding – basic and diluted (in Shares) | 20,144,810 | 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 | 15,270 | ||
Selling, general and administrative expenses | 496,269 | ||
Total operating expenses | 511,539 | ||
Operating loss | (511,539) | ||
Other income (expense): | |||
Interest expense | (1,441) | ||
Debt Forgiveness Income | 3,422,850 | ||
Net income (loss) | 2,909,870 | ||
Preferred stock dividend | (24,292) | ||
Net income (loss) applicable to common shareholders | $ 2,885,578 | ||
Basic and diluted net income (loss) per average share available to common shareholders (in Dollars per share) | $ 0.75 | ||
Weighted average common shares outstanding – basic and diluted (in Shares) | 3,857,421 |
Statements of Stockholders' Def
Statements of Stockholders' Deficit - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at (Predecessor [Member]) at Dec. 31, 2013 | $ 33 | $ 732,910 | $ 31,968,516 | $ (37,484,246) | $ (4,782,787) |
Balance at (in Shares) (Predecessor [Member]) at Dec. 31, 2013 | 3,262 | 73,291,008 | |||
Net Income (Loss) | Predecessor [Member] | 2,909,870 | 2,909,870 | |||
Note payable conversions | Predecessor [Member] | 1,941,211 | ||||
Balance at (Predecessor [Member]) at Nov. 20, 2014 | $ 201,448 | (157,446) | 44,002 | ||
Balance at (Successor [Member]) at Nov. 20, 2014 | $ 201,448 | (157,446) | 44,002 | ||
Balance at (in Shares) (Predecessor [Member]) at Nov. 20, 2014 | 20,144,810 | ||||
Balance at (in Shares) (Successor [Member]) at Nov. 20, 2014 | 20,144,810 | ||||
Balance at (Predecessor [Member]) at Dec. 31, 2013 | $ 33 | $ 732,910 | 31,968,516 | (37,484,246) | (4,782,787) |
Balance at (in Shares) (Predecessor [Member]) at Dec. 31, 2013 | 3,262 | 73,291,008 | |||
Issuance of Successor Company stock | $ 1,941,211 | ||||
Issuance of Successor Company stock (in Shares) | 16,287,532 | ||||
Balance at (Successor [Member]) at Dec. 31, 2014 | $ 201,448 | (157,446) | (74,744) | $ (30,742) | |
Balance at (in Shares) (Successor [Member]) at Dec. 31, 2014 | 20,144,810 | ||||
Balance at (Predecessor [Member]) at Nov. 20, 2014 | $ 201,448 | (157,446) | 44,002 | ||
Balance at (Successor [Member]) at Nov. 20, 2014 | $ 201,448 | (157,446) | 44,002 | ||
Balance at (in Shares) (Predecessor [Member]) at Nov. 20, 2014 | 20,144,810 | ||||
Balance at (in Shares) (Successor [Member]) at Nov. 20, 2014 | 20,144,810 | ||||
Net Income (Loss) | Successor [Member] | (70,155) | (70,155) | |||
Preferred stock dividends | Successor [Member] | (4,589) | (4,589) | |||
Balance at (Successor [Member]) at Dec. 31, 2014 | $ 201,448 | (157,446) | (74,744) | (30,742) | |
Balance at (in Shares) (Successor [Member]) at Dec. 31, 2014 | 20,144,810 | ||||
Premium received from stock subscription | Successor [Member] | 80,574 | 80,574 | |||
Net Income (Loss) | Successor [Member] | (521,874) | (521,874) | |||
Balance at (Successor [Member]) at Dec. 31, 2015 | $ 201,448 | $ (76,872) | $ (596,618) | $ (472,042) | |
Balance at (in Shares) (Successor [Member]) at Dec. 31, 2015 | 20,144,810 |
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, 2015 | |
Successor [Member] | |||
Cash flows from Operating Activities | |||
Net income (loss) | $ (70,155) | $ (521,874) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Depreciation and amortization | 3,026 | 19,772 | |
Changes in operating assets and liabilities: | |||
Prepaid expense and other current assets | 7,181 | (1,272) | |
Accounts payable and accrued expenses | 6,343 | (8,609) | |
Accrued interest – related parties | 563 | 1,143 | |
Accounts payable – related party | 144,426 | ||
Net cash used in operating activities | (53,042) | (366,414) | |
Cash flows from Investing Activities | |||
Investment in patents | (2,769) | (4,497) | |
Capital expenditures | (7,081) | ||
Net cash used in investing activities | (2,769) | (11,578) | |
Cash flows from Financing Activities | |||
Premium received from stock subscription | 80,574 | ||
Net cash provided by financing activities | 80,574 | ||
Net change in cash | (55,811) | (297,418) | |
Cash and cash equivalents at beginning of period | 374,367 | 318,556 | |
Cash and cash equivalents at end of period | 318,556 | $ 374,367 | 21,138 |
Supplemental Cash Flow Information | |||
Cash paid for interest | 910 | ||
Cash paid for income taxes | 0 | $ 0 | |
Predecessor [Member] | |||
Cash flows from Operating Activities | |||
Net income (loss) | 2,909,870 | ||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Depreciation and amortization | 14,515 | ||
Debt Forgiveness Income | (3,422,850) | ||
Changes in operating assets and liabilities: | |||
Prepaid expense and other current assets | 37,890 | ||
Accounts payable and accrued expenses | 21,342 | ||
Accrued interest – related parties | (62,706) | ||
Net cash used in operating activities | (501,939) | ||
Cash flows from Investing Activities | |||
Investment in patents | (7,830) | ||
Net cash used in investing activities | (7,830) | ||
Cash flows from Financing Activities | |||
Proceeds from notes payable related party | 1,010,392 | ||
Payments on notes payable related party | (132,795) | ||
Net cash provided by financing activities | 877,597 | ||
Net change in cash | 367,828 | ||
Cash and cash equivalents at beginning of period | $ 374,367 | 6,539 | |
Cash and cash equivalents at end of period | 374,367 | ||
Supplemental Cash Flow Information | |||
Cash paid for interest | 62,993 | ||
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 Summa
Note 1 - Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
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 “AMAR” 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 The Company exited bankruptcy on January 23, 2015 when the Final Decree was signed by Robert L. Jones, Bankruptcy Judge for the Northern District of Texas. 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 and for the year ended December 31, 2015. 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. Stock-Based Compensation Stock-based compensation expense is recorded in accordance with FASB ASC Topic 718, Compensation – Stock Compensation During fiscal years ended December 31, 2015 and 2014, 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, 2015 and 2014. No uncollectible accounts receivables were written off in 2015. 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, 2015 and 2014, the Company had no inventory. 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 three issued patents, including one patent on the dietary supplement Maxisal ® 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 2015 and 2014, 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 2015 and 2014 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 2015 and 2014, ABI had no agreements which would result in royalty revenue. Sale of ginseng and other herbs The Company is investigating the possibility of entering the production and/or sales of holistic herbs as a potential new business line and subsequent revenue stream. The Product Sales of $1,975 shown on the December 31, 2015, Statements of Operations represents an exploratory transfer of product for which the Company received the amount shown from an interested customer. The investigation of the business is in such a formative stage that not all information germane to the transaction is yet known, such as the cost of goods sold and associated selling expenses. That information should become clear as the investigation continues in the first quarter of 2016. When the balance of the information is known, additional accounting entries would need to be made in order to properly recognize all facets of the transactions. 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. For the year ended December 31, 2015 and the periods from November 21, 2014 to December 31, 2014 and from January 1, 2014 to November 20, 2014, 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, 2015 | |
Fresh Start Accounting [Abstract] | |
Fresh Start Accounting [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 $nil (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 Company January 1, 2014 to November 20, 2014 Reorganization Adjustments November 20, 2014 Fresh-Start Adjustments November 20, 2014 Successor Company November 20, 2014 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 an
Note 3 - Property, Equipment and Software, Net | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 and 2014: Successor 2015 2014 Furniture and equipment $ 45,302 $ 38,221 Software 8,012 8,012 53,314 46,233 Less: accumulated depreciation (47,516 ) (46,233 ) Property, equipment and software, net $ 5,798 $ - Depreciation expense amounted to $1,283 for the year ended December 31, 2015 and $nil for the periods from November 21, 2014 to December 31, 2014 and from January 1, 2014 to November 20, 2014, respectively and is included in selling, general and administrative expenses. |
Note 4 - Patents, Net
Note 4 - Patents, Net | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 and 2014: Successor 2015 2014 Patents $ 188,584 $ 184,087 Less: accumulated amortization (116,479 ) (97,990 ) Patents, net $ 72,105 $ 86,097 Amortization expense amounted to $18,489 for the year ended December 31, 2015 and $3,026 for the period from November 21, 2014 to December 31, 2015 and $14,515 for the period from January 1, 2014 to December 31, 2014, respectively and is included in selling, general and administrative expenses. Estimated future amortization expense is as follows: 2016 $ 15,841 2017 15,841 2018 13,796 2019 5,111 2020 4,471 thereafter 17,045 Total expense $ 72,105 |
Note 5 - Notes Payable - Relate
Note 5 - Notes Payable - Related Party | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 5 . Notes Payable – Related Party Successor 2015 2014 Note payable – related party $ 234,555 $ 234,555 Note payable – related party 150,000 150,000 384,555 384,555 Less: current portion (384,555 ) (234,555 ) Notes payable – related party, long term $ - $ 150,000 On the Plan Effective Date, the Class Three Secured Claim of Yang was 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 (now a debt) carries interest at the Applicable Federal Rate, is fully amortized and (to be ) paid as follows: four (4) consecutive equal annual installments of combined principal and interest, beginning September 1, 2015, and continuing on the same date of each succeeding year until September 1, 2018, when the obligation is due and payable in full. The first payment was due on September 1, 2015, in the amount of $37,811 (principal and interest). To date, the payment has not been made and there has been no demand for the payment. ABI is discussing the exchange of some or all of this debt, principal and interest, for ABI Common stock, with interested investors. As of December 31, 2015, the outstanding balance is $150,000. Subsequent to consummation of the Plan, The Yang Group has provided $234,555 for post-reorganization financing. This is an unsecured debt and draws interest at the short term Applicable Federal Rate. To date, there has been no demand for payment and the parties are continuing contemplating the exchange of some or all of this debt for ABI Common stock. As of December 31, 2015, the outstanding balance is $234,555. |
Note 6 - License, Sublicense, M
Note 6 - License, Sublicense, Manufacturing, Research and Supply Agreements | 12 Months Ended |
Dec. 31, 2015 | |
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 2014 or 2015. 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 2015 for expenses related to clinical studies. |
Note 7 - Common Stock
Note 7 - Common Stock | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 7 . Common Stock The Company has 100,000,000 shares of voting common shares authorized for issuance. As of December 31, 2015, a total of 20,153,378 shares of common stock were either outstanding (20,144,810) or reserved for issuance upon exercise of options (8,568). The Yang Group is controlled by a number of constituent investors. In return for forgiveness of the Allowed Unsecured Claim of Yang and other Cash Consideration totaling $1,941,211, Yang (constituent members collectively) received 16,115,848 in newly issued stock and effectively owned eighty percent (80%) of the ownership interest of ABI, post-reorganization. The existing Common Equity Security Holders underwent a reverse stock split on the basis of one (1) ABI common share received for every nineteen (19) ABI common shares held pre-split, as of a record date which was set by the Directors of ABI pursuant to Section 6.101(b) of the Texas Business Organizations Code. The Code indicated that the date shall be no more than 60 days prior to the implementation of the reverse stock split. The ABI common shares received pursuant to the reverse split were not in addition to, but replaced, the ABI common shares held pre-split, and such ABI common shares were returned to the status of authorized, but unissued common shares, with the result that the Common Equity Security Holders now held, post-reorganization, common stock constituting approximately twenty percent (20%) of the issued and outstanding common stock in the reorganized company. ABI will continue to compete in the biotech / bio-pharmaceutical / health care products and life sciences business. On July 31, 2015, $225,000 was received from two investors as payment of a subscribed investment to the Yang Group for investment in 1,200,000 shares of ABI common stock. These investors committed for the investment(s) during the Reorganization Period, but did not tender the cash during the subscription payment period. However, the investors did pay at the later time, July 31, 2015. Because the payments were not received during the subscription period, the investors agreed to pay a premium over the price of the stock, $0.12; which was the stock price during the subscription period. Each of the investors paid a premium of $0.07 per share. One of the investors paid $37,500, and the other paid $187,500, for the total of $225,000. The Company allocated $144,426 as a payable to Dr. Chen for his previous advances to the Company through The Yang Group and the remaining proceeds of $80,574 was recognized as “Additional Paid In Capital” (APIC). Shares Subscribed Purchase Price Purchase Premium Total 200,000 $ 24,071 $ 13,429 $ 37,500 1,000,000 120,355 67,145 187,500 1,200,000 $ 144,426 $ 80,574 225,000 Less: Due to Dr. Stephen Chen (144,426 ) Additional paid in capital $ 80,574 On September 11, 2015, The Yang Group constituent members (which held 80% of the Company’s issued and outstanding voting common shares), distributed 7,153,334 of its shares of the Company’s voting common stock to seventeen of the constituent members. On October 12, 2015, The Yang Group constituent members distributed 8,162,514 of its shares in the Company’s voting common stock to 4 constituent members, both individuals and entities. On October 12, 2015, The Yang Group constituent members distributed 8,162,514 of its shares in the Company’s voting common stock to 4 constituent members, both individuals and entities. Of the shares distributed, Stephen T. Chen, President and CEO, received 2,012,128 shares individually and 638,801 shares to his controlled corporation, STC International, Inc. constituting together beneficial ownership of 2,650,929 shares, or 13.16% of the Company’s voting securities. The Yang Group retains 800,000 shares of the Company’s voting common shares, constituting 3.97% of the Company’s voting securities. Dr. Chen and the present management team will continue to operate ABI. There is expected to be no continuing arrangement or understanding among the members or former members of The Yang Group and their associates with respect to the election of directors or other matters, although the shares to be retained by The Yang Group will continue to be voted by Stephen T. Chen, President and CEO of the Company, until such time as they are distributed The Company issued common stock in 2015 and 2014 as follows: Common Stock Issued in 2015 Shares Issue Price Net Price None - - - Total Common Stock Issued in 201 5 - - - Common Stock Issued in 201 4 Shares Issue Price Net Price Paul Tibbits 7 171,684 $ .10 $ - The Yang Group 8 16,115,848 $ .12 $ 1,941,211 Total Common Stock Issued in 201 4 16,287,532 $ 0.10 - $0.12 $ 1,941,211 During the years ended December 31, 2015 and December 31, 2014, 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, 2015 | |
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. On the Effective Date of the Plan of Reorganization, 3,262 shares of Preferred Equity were converted to 171,684 shares of Common Equity. No Preferred Equity was outstanding as of December 31, 2015 and none is outstanding as of the Balance Sheet date of this report. As of the filing date of the Chapter 11 Petition, October 31, 2013, Mr. Paul Tibbits, a stockholder and director, 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, 2015, $34,279 of unpaid dividends have been accrued. |
Note 9 - Stock Option and Stock
Note 9 - Stock Option and Stock Plans | 12 Months Ended |
Dec. 31, 2015 | |
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 Authorized Shares Issued Shares 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 Authorized** Options Issued Options 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. 7 8 |
Note 10 - Stock Options and War
Note 10 - Stock Options and Warrants | 12 Months Ended |
Dec. 31, 2015 | |
Stock Option And Warrants [Abstract] | |
Stock Option And Warrants [Text Block] | 10 . Stock Options and Warrants Stock Options: During 2015 and 2014, no options were issued to consultants. Directors, officers and consultants exercised no options in 2015 or 2014.Stock option activity for the year ended December 31, 2015 and periods ended November 20, 2014 and December 31, 2014 are summarized as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Grant Date Fair Value 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 Outstanding at December 31, 2014 (Successor)* 81,726 $ 0.96 1.68 $ 78,140 Options granted - - - - Options exercised - - - - Options cancelled/expired (73,158 ) 0.96 - (70,000 ) Outstanding at December 31, 2015 (Successor)* 8,568 $ 0.95 0.82 $ 8,140 Vested at December 31, 2015 (Successor) 8,568 $ 0.95 0.82 $ 8,140 *All options went through a 1/19 reverse split and is being retroactively presented. Stock warrants: No warrants were exercised in 2015 or 2014. A summary of the Company's stock warrant activity and related information for the year ended December 31, 2015 and periods ended November 20, 2014 and December 31, 2014 is as follows: Successor Predecessor December 31, 2015 December 31, 2014 November 20, 2014 Warrants Price Warrants Price Warrants Price Outstanding Beg. of Year* 52,632 $ 0.57 52,632 $ 0.57 120,395 $ 0.57-0.76 Granted - - - - - - Cancelled/Expired 52,632 0.57 - (67,763 ) (0.76 ) Exercised - - - - - - Outstanding End of Year* - $ - 52,632 $ 0.57 52,632 $ 0.57 Exercisable End of Year* - $ - 52,632 $ 0.57 52,632 $ 0.57 |
Note 11 - Income Taxes
Note 11 - Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 1 1 . 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: December 31, 2015 December 31, 2014 Provision (benefit) at statutory rate $ 177,000 $ (966,000 ) Change in valuation allowance (177,000 ) 966,000 $ - $ - The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2015 and 2014, are presented below: December 31, 2015 December 31, 2014 Deferred tax assets: Net operating loss carryforward $ 6,953,000 $ 6,776,000 Deferred tax assets 6,953,000 6,776,000 Deferred tax liabilities: - - Net deferred tax assets 6,953,000 6,776,000 Valuation allowance (6,953,000 ) (6,776,000 ) $ - $ - 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 $6,953,000 and $6,776,000 at December 31, 2015 and 2014, respectively, was subject to a valuation allowance of $6,953,000 and $6,776,000 at December 31, 2015 and 2014, 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 increased by $177,000 in 2015 and decreased by $966,000 in 2014, due to the changes in the Company’s net operating loss carryover amounts. At December 31, 2015, the Company has net operating loss carryforwards of approximately $20,452,000 for federal income tax purposes expiring in 2015 through 2035. At December 31, 2014, the Company has net operating loss carryforwards of approximately $19,930,000 for federal income tax purposes expiring in 2014 through 2034. 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 2015 and 2014 of the deferred tax asset valuation allowance. As a result, the reported effective tax rate is 0%. |
Note 12 - Commitments and Conti
Note 12 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 1 2 . 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, 2016 and our monthly rent is $1,045 per month. During the years ended December 31, 2015 and 2014, the Company incurred $13,585 and $11,675 in rent expense, respectively. 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 (Chapter 11) 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 2015 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, 2015. |
Note 13 - Related Party Transac
Note 13 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 1 3 . 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 14 - Subsequent Events
Note 14 - Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 14. Subsequent Events On January 11, 2016, the Company converted debt owed to Dr. Stephen T. Chen, President and CEO, in the amount of $144,426 into a convertible note payable . The terms of the convertible note payable are as follows: Maturity – payable on demand; convertible into common stock at $0.168 per share; Annual Interest Rate - .75% per annum as determined by the mid-term Applicable Federal Rate (AFR); and an Annual Interest Rate on Matured Unpaid Amounts – 10% per annum compounded annually. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Going Concern, Policy [Policy Text Block] | 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 of Chapter 11 Reorganization, Policy [Policy Text Block] | Current Status The Company exited bankruptcy on January 23, 2015 when the Final Decree was signed by Robert L. Jones, Bankruptcy Judge for the Northern District of Texas. 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 and for the year ended December 31, 2015. 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, Policy [Policy Text Block] | 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. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation Stock-based compensation expense is recorded in accordance with FASB ASC Topic 718, Compensation – Stock Compensation During fiscal years ended December 31, 2015 and 2014, no stock compensation was awarded. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company classifies investments as cash equivalents if the original maturity of an investment is three months or less. |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | 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, 2015 and 2014. No uncollectible accounts receivables were written off in 2015. |
Inventory, Policy [Policy Text Block] | 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, 2015 and 2014, the Company had no inventory. |
Property, Plant and Equipment, Policy [Policy Text Block] | 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. |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | 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 three issued patents, including one patent on the dietary supplement Maxisal ® |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | 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 Tax, Policy [Policy Text Block] | 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, Policy [Policy Text Block] | 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 2015 and 2014, 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 2015 and 2014 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 2015 and 2014, ABI had no agreements which would result in royalty revenue. Sale of ginseng and other herbs The Company is investigating the possibility of entering the production and/or sales of holistic herbs as a potential new business line and subsequent revenue stream. The Product Sales of $1,975 shown on the December 31, 2015, Statements of Operations represents an exploratory transfer of product for which the Company received the amount shown from an interested customer. The investigation of the business is in such a formative stage that not all information germane to the transaction is yet known, such as the cost of goods sold and associated selling expenses. That information should become clear as the investigation continues in the first quarter of 2016. When the balance of the information is known, additional accounting entries would need to be made in order to properly recognize all facets of the transactions. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Research and development costs are expensed as incurred. |
Use of Estimates, Policy [Policy Text Block] | 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. |
Earnings Per Share, Policy [Policy Text Block] | 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. For the year ended December 31, 2015 and the periods from November 21, 2014 to December 31, 2014 and from January 1, 2014 to November 20, 2014, options and warrants outstanding were antidilutive and not included in the calculation of fully diluted net income (loss) per share. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | 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. |
Concentration Risk, Other Risk, Policy [Text Block] | Other Concentrations No other concentration situations or relationships exist. |
New Accounting Pronouncements, Policy [Policy Text Block] | 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 Accounti22
Note 2 - Fresh Start Accounting (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Fresh Start Accounting [Abstract] | |
Schedule of Fresh-Start Adjustments [Table Text Block] | Predecessor Company January 1, 2014 to November 20, 2014 Reorganization Adjustments November 20, 2014 Fresh-Start Adjustments November 20, 2014 Successor Company November 20, 2014 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 23
Note 3 - Property, Equipment and Software, Net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Successor 2015 2014 Furniture and equipment $ 45,302 $ 38,221 Software 8,012 8,012 53,314 46,233 Less: accumulated depreciation (47,516 ) (46,233 ) Property, equipment and software, net $ 5,798 $ - |
Note 4 - Patents, Net (Tables)
Note 4 - Patents, Net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Successor 2015 2014 Patents $ 188,584 $ 184,087 Less: accumulated amortization (116,479 ) (97,990 ) Patents, net $ 72,105 $ 86,097 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | 2016 $ 15,841 2017 15,841 2018 13,796 2019 5,111 2020 4,471 thereafter 17,045 Total expense $ 72,105 |
Note 5 - Notes Payable - Rela25
Note 5 - Notes Payable - Related Party (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Related Party Transactions [Table Text Block] | Successor 2015 2014 Note payable – related party $ 234,555 $ 234,555 Note payable – related party 150,000 150,000 384,555 384,555 Less: current portion (384,555 ) (234,555 ) Notes payable – related party, long term $ - $ 150,000 |
Note 7 - Common Stock (Tables)
Note 7 - Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Investment Subscriptions [Table Text Block] | Shares Subscribed Purchase Price Purchase Premium Total 200,000 $ 24,071 $ 13,429 $ 37,500 1,000,000 120,355 67,145 187,500 1,200,000 $ 144,426 $ 80,574 225,000 Less: Due to Dr. Stephen Chen (144,426 ) Additional paid in capital $ 80,574 |
Schedule of Stock by Class [Table Text Block] | Common Stock Issued in 2015 Shares Issue Price Net Price None - - - Total Common Stock Issued in 201 5 - - - Common Stock Issued in 201 4 Shares Issue Price Net Price Paul Tibbits 7 171,684 $ .10 $ - The Yang Group 8 16,115,848 $ .12 $ 1,941,211 Total Common Stock Issued in 201 4 16,287,532 $ 0.10 - $0.12 $ 1,941,211 |
Note 9 - Stock Option and Sto27
Note 9 - Stock Option and Stock Plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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 Authorized Shares Issued Shares 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 Authorized** Options Issued Options 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 W28
Note 10 - Stock Options and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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 Authorized Shares Issued Shares 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 Authorized** Options Issued Options 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 Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Grant Date Fair Value 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 Outstanding at December 31, 2014 (Successor)* 81,726 $ 0.96 1.68 $ 78,140 Options granted - - - - Options exercised - - - - Options cancelled/expired (73,158 ) 0.96 - (70,000 ) Outstanding at December 31, 2015 (Successor)* 8,568 $ 0.95 0.82 $ 8,140 Vested at December 31, 2015 (Successor) 8,568 $ 0.95 0.82 $ 8,140 |
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 December 31, 2015 December 31, 2014 November 20, 2014 Warrants Price Warrants Price Warrants Price Outstanding Beg. of Year* 52,632 $ 0.57 52,632 $ 0.57 120,395 $ 0.57-0.76 Granted - - - - - - Cancelled/Expired 52,632 0.57 - (67,763 ) (0.76 ) Exercised - - - - - - Outstanding End of Year* - $ - 52,632 $ 0.57 52,632 $ 0.57 Exercisable End of Year* - $ - 52,632 $ 0.57 52,632 $ 0.57 |
Note 11 - Income Taxes (Tables)
Note 11 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | December 31, 2015 December 31, 2014 Provision (benefit) at statutory rate $ 177,000 $ (966,000 ) Change in valuation allowance (177,000 ) 966,000 $ - $ - |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, 2015 December 31, 2014 Deferred tax assets: Net operating loss carryforward $ 6,953,000 $ 6,776,000 Deferred tax assets 6,953,000 6,776,000 Deferred tax liabilities: - - Net deferred tax assets 6,953,000 6,776,000 Valuation allowance (6,953,000 ) (6,776,000 ) $ - $ - |
Note 1 - Organization and Sum30
Note 1 - Organization and Summary of Significant Accounting Policies (Details) | 12 Months Ended | ||
Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($) | |
Note 1 - Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Plan of Reorganization, Discharge of Debt | $ 4,000,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | shares | 0 | 0 | |
Accounts Receivable, Net | $ 0 | $ 0 | |
Allowance for Doubtful Accounts Receivable | 0 | 0 | |
Provision for Doubtful Accounts | 0 | ||
Inventory, Net | $ 0 | 0 | |
Number of Patents Issued | 3 | ||
Number of Patents Pending | 1 | ||
Production and Distribution Costs | $ 0 | 0 | |
Revenues | 0 | 0 | |
Licenses Revenue | 0 | 0 | |
Royalty Revenue | 0 | $ 0 | |
Sales Revenue, Goods, Gross | $ 1,975 | ||
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 |
Note 2 - Fresh Start Accounti31
Note 2 - Fresh Start Accounting (Details) | Nov. 20, 2014USD ($)$ / sharesshares |
Note 2 - Fresh Start Accounting (Details) [Line Items] | |
Predecessor Shareholders, Percentage of Voting Shares of the Successor Company | 50.00% |
Preconfirmation, Assets | $ 0 |
Preconfirmation, Equipment | 46,000 |
Preconfirmation, Amortizable Intangible Assets, Net | 86,000 |
Postconfirmation, Amortizable Intangible Assets | $ 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 |
Conversion of Stock, Shares Converted (in Shares) | shares | 32.62 |
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.01 |
Convertible Preferred Stock, Shares Issued upon Conversion (in Shares) | shares | 3,262,000 |
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.01 |
Reorganization Shares of Common Shares Adjusted at Par (in Shares) | shares | 20,144,810 |
The Yang Group [Member] | |
Note 2 - Fresh Start Accounting (Details) [Line Items] | |
Notes Payable, Related Parties | $ 384,555 |
Debt Exchanged for Equity [Member] | The Yang Group [Member] | |
Note 2 - Fresh Start Accounting (Details) [Line Items] | |
Notes Payable, Related Parties | 1,939,630 |
Secured Related Party Debt [Member] | The Yang Group [Member] | |
Note 2 - Fresh Start Accounting (Details) [Line Items] | |
Notes Payable, Related Parties | 150,000 |
Unsecured Related Party Debt [Member] | The Yang Group [Member] | |
Note 2 - Fresh Start Accounting (Details) [Line Items] | |
Notes Payable, Related Parties | $ 234,555 |
Note 2 - Fresh Start Accounti32
Note 2 - Fresh Start Accounting (Details) - Fresh Start Adjustments - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 20, 2014 | Dec. 31, 2013 | |
Predecessor [Member] | |||||
Current assets: | |||||
Cash and cash equivalents | $ 374,367 | $ 6,539 | |||
Prepaid expense and other current assets | 24,063 | ||||
Total current assets | 285,210 | ||||
Patents, net | 86,355 | ||||
Total assets | 371,565 | ||||
Current liabilities: | |||||
Accounts payable and accrued expenses | 347,236 | ||||
Accrued interest – related parties | 1,051,093 | ||||
Accrued expenses – related party | 78,360 | ||||
Notes payable – related parties | 4,214,935 | ||||
Total current liabilities | 5,691,624 | ||||
Total liabilities | 5,691,624 | ||||
Stockholders' deficit | |||||
Accumulated deficit | (38,021,518) | ||||
Total stockholders' deficit | 44,002 | $ (4,782,787) | |||
Total liabilities and stockholders’ deficit | 371,565 | ||||
Predecessor [Member] | Adjustment to Predecessor Company [Member] | |||||
Stockholders' deficit | |||||
Preferred stock | 33 | ||||
Common stock | 732,910 | ||||
Additional paid-in capital | 31,968,516 | ||||
Reorganization Adjustments [Member] | |||||
Current assets: | |||||
Cash and cash equivalents | [1] | 113,220 | |||
Total current assets | 113,220 | ||||
Total assets | 113,220 | ||||
Current liabilities: | |||||
Accounts payable and accrued expenses | [2] | (291,009) | |||
Accrued interest – related parties | [3] | (1,051,093) | |||
Accrued expenses – related party | [4] | (78,360) | |||
Notes payable – related parties | [5] | (3,830,380) | |||
Total current liabilities | (5,250,842) | ||||
Total liabilities | (5,250,842) | ||||
Stockholders' deficit | |||||
Accumulated deficit | [6] | 3,422,850 | |||
Total stockholders' deficit | 5,364,062 | ||||
Total liabilities and stockholders’ deficit | 113,220 | ||||
Reorganization Adjustments [Member] | Adjustment to Predecessor Company [Member] | |||||
Stockholders' deficit | |||||
Preferred stock | [7] | (33) | |||
Common stock | [8] | (732,910) | |||
Additional paid-in capital | [8] | 732,910 | |||
Reorganization Adjustments [Member] | Adjustment to Sucessor Company [Member] | |||||
Stockholders' deficit | |||||
Common stock | [9] | 201,448 | |||
Additional paid-in capital | [9] | 1,739,797 | |||
Fresh Start Adjustment [Member] | |||||
Stockholders' deficit | |||||
Accumulated deficit | [10] | 34,598,668 | |||
Fresh Start Adjustment [Member] | Adjustment to Predecessor Company [Member] | |||||
Stockholders' deficit | |||||
Additional paid-in capital | [10] | (32,701,426) | |||
Fresh Start Adjustment [Member] | Adjustment to Sucessor Company [Member] | |||||
Stockholders' deficit | |||||
Additional paid-in capital | [10] | (1,897,242) | |||
Successor [Member] | |||||
Current assets: | |||||
Cash and cash equivalents | $ 21,138 | $ 318,556 | 374,367 | ||
Prepaid expense and other current assets | 18,154 | 16,882 | 24,063 | ||
Total current assets | 39,292 | 335,438 | 398,430 | ||
Patents, net | 86,355 | ||||
Total assets | 117,195 | 421,535 | 484,785 | ||
Current liabilities: | |||||
Accounts payable and accrued expenses | 58,550 | 67,159 | 56,227 | ||
Accrued expenses – related party | 144,426 | ||||
Notes payable – related parties | 384,555 | 234,555 | 384,555 | ||
Total current liabilities | 589,237 | 302,277 | 440,782 | ||
Total liabilities | $ 589,237 | $ 452,277 | 440,782 | ||
Stockholders' deficit | |||||
Preferred stock | |||||
Common stock | $ 201,448 | $ 201,448 | |||
Additional paid-in capital | (76,872) | (157,446) | |||
Accumulated deficit | (596,618) | (74,744) | |||
Total stockholders' deficit | (472,042) | (30,742) | 44,002 | ||
Total liabilities and stockholders’ deficit | $ 117,195 | $ 421,535 | 484,785 | ||
Successor [Member] | Adjustment to Sucessor Company [Member] | |||||
Stockholders' deficit | |||||
Common stock | 201,448 | ||||
Additional paid-in capital | $ (157,445) | ||||
[1] | The cash payments recorded on the Effective Date from implementation of the Plan of Reorganization include the following: | ||||
[2] | 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. | ||||
[3] | 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. | ||||
[4] | Write off licensing fees due Hayashibara Biochemical Laboratories, Inc. (HBL) which originated through sales of Bimron, and interferon product. | ||||
[5] | 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: | ||||
[6] | Adjust Accumulated Deficit for debt forgiveness/debt discharge pursuant to the Plan of Reorganization. | ||||
[7] | 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. | ||||
[8] | 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. | ||||
[9] | Adjust Common Stock at par of $0.01 and Additional Paid in Capital for conversion of Yang debt to (New) ABI Common Equity. | ||||
[10] | Adjust Paid in Capital - Predecessor, Paid in Capital - Successor, and Accumulated Deficit for Fresh Start Reporting. |
Note 2 - Fresh Start Accounti33
Note 2 - Fresh Start Accounting (Details) - Reorganization Adjustments | Nov. 20, 2014USD ($) |
Note 2 - Fresh Start Accounting (Details) - Reorganization Adjustments [Line Items] | |
Proceeds from Yang Group | $ 2,324,185 |
Less: Payments of debt | (13,629) |
Reorganization Adjustments [Member] | |
Note 2 - Fresh Start Accounting (Details) - Reorganization Adjustments [Line Items] | |
Net increase in cash | 113,220 |
Class Four Claims [Member] | Reorganization Adjustments [Member] | |
Note 2 - Fresh Start Accounting (Details) - Reorganization Adjustments [Line Items] | |
Less: Payments of debt | (207,110) |
Class Five Claims [Member] | Reorganization Adjustments [Member] | |
Note 2 - Fresh Start Accounting (Details) - Reorganization Adjustments [Line Items] | |
Less: Payments of debt | (2,170) |
The Yang Group [Member] | Reorganization Adjustments [Member] | |
Note 2 - Fresh Start Accounting (Details) - Reorganization Adjustments [Line Items] | |
Proceeds from Yang Group | $ 322,500 |
Note 2 - Fresh Start Accounti34
Note 2 - Fresh Start Accounting (Details) - Amount Paid in Settlement and Amount Discharged | Nov. 20, 2014USD ($) | |
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 Paid in Settlement | 0 | [1] |
Amount Discharged | 30,590 | [1] |
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 | |
[1] | There was no settlement payout for this creditor. The debt was beyond the Statute of Limitations and, therefore, not an allowed debt. |
Note 2 - Fresh Start Accounti35
Note 2 - Fresh Start Accounting (Details) - Accrued Interest for Related Parties | Nov. 20, 2014USD ($) |
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 |
Hayashibara Biochemical Laboratories, Inc. [Member] | |
Note 2 - Fresh Start Accounting (Details) - Accrued Interest for Related Parties [Line Items] | |
Write off HBL accrued interest discharged. | 1,006,253 |
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 Accounti36
Note 2 - Fresh Start Accounting (Details) - Accrued Interest for Related Parties (Parentheticals) | Nov. 20, 2014USD ($) |
Paul Tibbits [Member] | |
Note 2 - Fresh Start Accounting (Details) - Accrued Interest for Related Parties (Parentheticals) [Line Items] | |
Loan | $ 200,000 |
Note 2 - Fresh Start Accounti37
Note 2 - Fresh Start Accounting (Details) - Notes Payable - Related Parties | Nov. 20, 2014USD ($) |
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 |
The Yang Group [Member] | Debt Exchanged for Equity [Member] | |
Note 2 - Fresh Start Accounting (Details) - Notes Payable - Related Parties [Line Items] | |
Note payable - related party | 1,939,630 |
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 38
Note 3 - Property, Equipment and Software, Net (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Property, Plant and Equipment [Abstract] | |
Depreciation | $ 1,283 |
Note 3 - Property, Equipment 39
Note 3 - Property, Equipment and Software, Net (Details) - Property, Plant and Equipment - Successor [Member] - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 53,314 | $ 46,233 |
Less: accumulated depreciation | (47,516) | (46,233) |
Property, equipment and software, net | 5,798 | 0 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 45,302 | 38,221 |
Software and Software Development Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 8,012 | $ 8,012 |
Note 4 - Patents, Net (Details)
Note 4 - Patents, Net (Details) - USD ($) | 12 Months Ended | 13 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization of Intangible Assets | $ 18,489 | $ 14,515 | $ 3,026 |
Note 4 - Patents, Net (Detail41
Note 4 - Patents, Net (Details) - Patents - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 20, 2014 |
Successor [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Patents | $ 72,105 | $ 86,097 | |
Patents, net | $ 86,355 | ||
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Patents, net | 72,105 | ||
Patents [Member] | Successor [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Patents | 188,584 | 184,087 | |
Less: accumulated amortization | (116,479) | (97,990) | |
Patents, net | $ 72,105 | $ 86,097 |
Note 4 - Patents, Net (Detail42
Note 4 - Patents, Net (Details) - Estimated Future Amortization Expense - Patents [Member] | Dec. 31, 2015USD ($) |
Note 4 - Patents, Net (Details) - Estimated Future Amortization Expense [Line Items] | |
2,016 | $ 15,841 |
2,017 | 15,841 |
2,018 | 13,796 |
2,019 | 5,111 |
2,020 | 4,471 |
thereafter | 17,045 |
Total expense | $ 72,105 |
Note 5 - Notes Payable - Rela43
Note 5 - Notes Payable - Related Party (Details) | Sep. 01, 2015USD ($) | Nov. 21, 2014USD ($) | Nov. 20, 2014USD ($) | Nov. 20, 2014USD ($) | Dec. 31, 2015USD ($) |
Note 5 - Notes Payable - Related Party (Details) [Line Items] | |||||
Proceeds from Related Party Debt | $ 2,324,185 | ||||
Chief Executive Officer [Member] | |||||
Note 5 - Notes Payable - Related Party (Details) [Line Items] | |||||
Number of Installments | 4 | ||||
Debt Instrument, Periodic Payment | $ 37,811 | ||||
Proceeds from Related Party Debt | $ 234,555 | ||||
Chief Executive Officer [Member] | Secured Debt [Member] | |||||
Note 5 - Notes Payable - Related Party (Details) [Line Items] | |||||
Notes Payable, Related Parties | $ 150,000 | $ 150,000 | $ 150,000 | ||
Chief Executive Officer [Member] | Unsecured Debt [Member] | |||||
Note 5 - Notes Payable - Related Party (Details) [Line Items] | |||||
Notes Payable, Related Parties | $ 234,555 |
Note 5 - Notes Payable - Rela44
Note 5 - Notes Payable - Related Party (Details) - Related Party Transactions - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 20, 2014 |
Successor [Member] | |||
Related Party Transaction [Line Items] | |||
Note payable – related party | $ 384,555 | $ 384,555 | |
Less: current portion | (384,555) | (234,555) | $ (384,555) |
Notes payable – related party, long term | 150,000 | ||
Chief Executive Officer [Member] | Unsecured Debt [Member] | |||
Related Party Transaction [Line Items] | |||
Note payable – related party | 234,555 | ||
Chief Executive Officer [Member] | Unsecured Debt [Member] | Successor [Member] | |||
Related Party Transaction [Line Items] | |||
Note payable – related party | 234,555 | 234,555 | |
Chief Executive Officer [Member] | Secured Debt [Member] | |||
Related Party Transaction [Line Items] | |||
Note payable – related party | 150,000 | $ 150,000 | |
Chief Executive Officer [Member] | Secured Debt [Member] | Successor [Member] | |||
Related Party Transaction [Line Items] | |||
Note payable – related party | $ 150,000 | $ 150,000 |
Note 6 - License, Sublicense,45
Note 6 - License, Sublicense, Manufacturing, Research and Supply Agreements (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Hayashibara Biochemical Laboratories, Inc. [Member] | Sublicense Fee [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) | Oct. 12, 2015shares | Sep. 11, 2015USD ($)shares | Jul. 31, 2015USD ($)$ / sharesshares | Nov. 20, 2014 | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares |
Note 7 - Common Stock (Details) [Line Items] | ||||||
Common Stock, Shares Authorized | 100,000,000 | |||||
Common Stock, Shares Outstanding and Reserved | 20,153,378 | |||||
Common Stock, Shares, Outstanding | 20,144,810 | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 8,568 | |||||
Stock Issued During Period, Shares, New Issues | 16,287,532 | |||||
Payment Received from Investors as Payment of a Subscribed Investment (in Dollars) | $ | $ 225,000 | $ 225,000 | ||||
undefined | 2 | |||||
Common Stock, Shares Subscribed but Unissued | 1,200,000 | 1,200,000 | ||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.12 | |||||
Premium Over the Price of Stock Price (in Dollars per share) | $ / shares | $ 0.07 | |||||
Adjustments to Additional Paid in Capital, Stock Subscription (in Dollars) | $ | $ 80,574 | $ 80,574 | ||||
Fees and Commissions (in Dollars) | $ | 0 | $ 0 | ||||
The Yang Group [Member] | ||||||
Note 7 - Common Stock (Details) [Line Items] | ||||||
Stock Issuance Claim, Forgiven, Value (in Dollars) | $ | $ 1,941,211 | |||||
Stock Issued During Period, Shares, New Issues | 16,115,848 | |||||
Common Stock, Ownership Percentage | 80.00% | 80.00% | ||||
undefined | 4 | |||||
Common Stock, Shares Distributed to Constituent Members | 7,153,334 | |||||
Number of Constituent Members (in Dollars) | $ | $ 17 | |||||
undefined | 8,162,514 | |||||
Common Equity Security Holders [Member] | ||||||
Note 7 - Common Stock (Details) [Line Items] | ||||||
Common Stock, Ownership Percentage | 20.00% | |||||
Reverse Stock Split [Member] | ||||||
Note 7 - Common Stock (Details) [Line Items] | ||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 19 | 19 | ||||
One of the Investors [Member] | ||||||
Note 7 - Common Stock (Details) [Line Items] | ||||||
Payment Received from Investors as Payment of a Subscribed Investment (in Dollars) | $ | 37,500 | $ 37,500 | ||||
Common Stock, Shares Subscribed but Unissued | 200,000 | |||||
Other Investors [Member] | ||||||
Note 7 - Common Stock (Details) [Line Items] | ||||||
Payment Received from Investors as Payment of a Subscribed Investment (in Dollars) | $ | 187,500 | $ 187,500 | ||||
Common Stock, Shares Subscribed but Unissued | 1,000,000 | |||||
Dr. Chen [Member] | ||||||
Note 7 - Common Stock (Details) [Line Items] | ||||||
Accounts Payable, Related Parties (in Dollars) | $ | $ 144,426 | $ 144,426 | ||||
Number of Common Stock Owned by Investor | 2,012,128 | |||||
STC International, Inc. [Member] | ||||||
Note 7 - Common Stock (Details) [Line Items] | ||||||
Number of Common Stock Owned by Investor | 638,801 | |||||
Dr. Chen and STC International, Inc. [Member] | ||||||
Note 7 - Common Stock (Details) [Line Items] | ||||||
Common Stock, Ownership Percentage | 13.16% | |||||
Number of Common Stock Owned by Investor | 2,650,929 | |||||
The Yang Group [Member] | ||||||
Note 7 - Common Stock (Details) [Line Items] | ||||||
Common Stock, Ownership Percentage | 3.97% | |||||
Number of Common Stock Owned by Investor | 800,000 |
Note 7 - Common Stock (Detail47
Note 7 - Common Stock (Details) - Schedule of Investment Subscriptions - USD ($) | Jul. 31, 2015 | Dec. 31, 2015 |
Note 7 - Common Stock (Details) - Schedule of Investment Subscriptions [Line Items] | ||
Shares subscribed (in Shares) | 1,200,000 | 1,200,000 |
Purchase price | $ 144,426 | |
Purchase premium | 80,574 | |
Total | $ 225,000 | $ 225,000 |
(in Shares) | ||
(in Shares) | ||
80,574 | $ 80,574 | |
One of the Investors [Member] | ||
Note 7 - Common Stock (Details) - Schedule of Investment Subscriptions [Line Items] | ||
Shares subscribed (in Shares) | 200,000 | |
Purchase price | $ 24,071 | |
Purchase premium | 13,429 | |
Total | 37,500 | $ 37,500 |
Other Investors [Member] | ||
Note 7 - Common Stock (Details) - Schedule of Investment Subscriptions [Line Items] | ||
Shares subscribed (in Shares) | 1,000,000 | |
Purchase price | $ 120,355 | |
Purchase premium | 67,145 | |
Total | 187,500 | $ 187,500 |
Dr. Chen [Member] | ||
Note 7 - Common Stock (Details) - Schedule of Investment Subscriptions [Line Items] | ||
(in Shares) | ||
$ (144,426) | $ (144,426) | |
(in Shares) |
Note 7 - Common Stock (Detail48
Note 7 - Common Stock (Details) - Summary of Common Stock Issuances | 12 Months Ended |
Dec. 31, 2014USD ($)$ / sharesshares | |
Class of Stock [Line Items] | |
Shares Issued (in Shares) | shares | 16,287,532 |
Net Price (in Dollars) | $ | $ 1,941,211 |
Director [Member] | |
Class of Stock [Line Items] | |
Shares Issued (in Shares) | shares | 171,684 |
Chief Executive Officer [Member] | |
Class of Stock [Line Items] | |
Shares Issued (in Shares) | shares | 16,115,848 |
Net Price (in Dollars) | $ | $ 1,941,211 |
Minimum [Member] | |
Class of Stock [Line Items] | |
Issue Price | $ 0.10 |
Minimum [Member] | Director [Member] | |
Class of Stock [Line Items] | |
Issue Price | 0.10 |
Minimum [Member] | Chief Executive Officer [Member] | |
Class of Stock [Line Items] | |
Issue Price | 0.12 |
Maximum [Member] | |
Class of Stock [Line Items] | |
Issue Price | $ 0.12 |
Note 8 - Preferred Stock (Detai
Note 8 - Preferred Stock (Details) - USD ($) | Oct. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 20, 2014 |
Note 8 - Preferred Stock (Details) [Line Items] | ||||
Preferred Stock, Shares Authorized | 10,000,000 | |||
Preferred Stock, Shares Outstanding | 0 | |||
Convertible Preferred Stock, Shares Issued upon Conversion | 3,262,000 | |||
Preferred Stock, Amount of Preferred Dividends in Arrears | $ 65,909 | $ 34,279 | ||
Dividends, Preferred Stock, Cash | 3,471 | |||
Dividends, Preferred Stock, Interest | $ 484 | |||
Preferred Equity to Common Equity [Member] | ||||
Note 8 - Preferred Stock (Details) [Line Items] | ||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,000 | 171,684 | ||
Convertible Preferred Stock [Member] | ||||
Note 8 - Preferred Stock (Details) [Line Items] | ||||
Preferred Stock, Shares Outstanding | 3,262 |
Note 9 - Stock Option and Sto50
Note 9 - Stock Option and Stock Plans (Details) | Nov. 20, 2014$ / sharesshares | Nov. 20, 2014$ / sharesshares | Dec. 31, 2015 | Dec. 31, 2014$ / sharesshares | Jul. 31, 2015$ / shares |
Note 9 - Stock Option and Stock Plans (Details) [Line Items] | |||||
Conversion of Stock, Shares Converted | 32.62 | ||||
Convertible Preferred Stock, Shares Issued upon Conversion | 3,262,000 | 3,262,000 | |||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.12 | ||||
Preferred Stock Converted to Common Stock [Member] | |||||
Note 9 - Stock Option and Stock Plans (Details) [Line Items] | |||||
Conversion of Stock, Shares Converted | 3,262 | ||||
Conversion of Stock, Shares Issued | 3,262,000 | ||||
Conversion of Stock Conversion Price (in Dollars per share) | $ / shares | $ 0.10 | ||||
Preferred Equity to Common Equity [Member] | |||||
Note 9 - Stock Option and Stock Plans (Details) [Line Items] | |||||
Convertible Preferred Stock, Shares Issued upon Conversion | 171,684 | 171,684 | 1,000 | ||
Debt Exchanged for Common Stock [Member] | |||||
Note 9 - Stock Option and Stock Plans (Details) [Line Items] | |||||
Debt Conversion, Converted Instrument, Shares Issued | 16,115,848 | ||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.12 | $ 0.12 | |||
Reverse Stock Split [Member] | |||||
Note 9 - Stock Option and Stock Plans (Details) [Line Items] | |||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 19 | 19 |
Note 9 - Stock Option and Sto51
Note 9 - Stock Option and Stock Plans (Details) - Stock Option Plan Summary | 12 Months Ended | |
Dec. 31, 2015shares | [1] | |
The 2008 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 | |
The 2009A 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 | [2],[3] |
Shares Issued | 5,381,792 | [3] |
Shares Remaining | 14,618,208 | [3] |
[1] | The Board of Directors has approved all stock, stock option and stock warrant issuances. | |
[2] | One option reserves one share of common stock. | |
[3] | 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 W52
Note 10 - Stock Options and Warrants (Details) | Nov. 20, 2014 | Dec. 31, 2015shares | Dec. 31, 2014shares |
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 | |
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 | |
Reverse Stock Split [Member] | |||
Note 10 - Stock Options and Warrants (Details) [Line Items] | |||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 19 | 19 | |
Employee Stock Option [Member] | Reverse Stock Split [Member] | |||
Note 10 - Stock Options and Warrants (Details) [Line Items] | |||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 19 |
Note 10 - Stock Options and W53
Note 10 - Stock Options and Warrants (Details) - Stock Option Activity - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Nov. 20, 2014 | Dec. 31, 2015 | Dec. 31, 2013 | ||
Note 10 - Stock Options and Warrants (Details) - Stock Option Activity [Line Items] | |||||
Options cancelled/expired | (10,526) | (73,158) | |||
Options cancelled/expired, weighted average exercise price | $ 2.38 | $ 0.96 | |||
Options cancelled/expired, grant date fair value | $ (25,000) | $ (70,000) | |||
Predecessor [Member] | |||||
Note 10 - Stock Options and Warrants (Details) - Stock Option Activity [Line Items] | |||||
Shares outstanding | [1] | 81,726 | 92,252 | ||
Outstanding, weighted average exercise price | [1] | $ 0.96 | $ 1.12 | ||
Outstanding, weighted average remaining contractual life | [1] | 1 year 288 days | 2 years 149 days | ||
Outstanding, grant date fair value | [1] | $ 78,140 | $ 103,140 | ||
Shares vested | 81,726 | ||||
Vested, weighted average exercise price | $ 0.96 | ||||
Vested, weighted average remaining contractual life | 1 year 288 days | ||||
Vested, grant date fair value | $ 78,140 | ||||
Successor [Member] | |||||
Note 10 - Stock Options and Warrants (Details) - Stock Option Activity [Line Items] | |||||
Shares outstanding | [1] | 81,726 | 81,726 | 8,568 | |
Outstanding, weighted average exercise price | [1] | $ 0.96 | $ 0.96 | $ 0.95 | |
Outstanding, weighted average remaining contractual life | [1] | 1 year 248 days | 1 year 288 days | 299 days | |
Outstanding, grant date fair value | [1] | $ 78,140 | $ 78,140 | $ 8,140 | |
Shares vested | 81,726 | 8,568 | |||
Vested, weighted average exercise price | $ 0.96 | $ 0.95 | |||
Vested, weighted average remaining contractual life | 1 year 248 days | 299 days | |||
Vested, grant date fair value | $ 78,140 | $ 8,140 | |||
[1] | All options went through a 1/19 reverse split and is being retroactively presented. |
Note 10 - Stock Options and W54
Note 10 - Stock Options and Warrants (Details) - Stock Warrant Activity - $ / shares | 1 Months Ended | 11 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Nov. 20, 2014 | ||
Successor [Member] | ||||
Note 10 - Stock Options and Warrants (Details) - Stock Warrant Activity [Line Items] | ||||
Outstanding Beg. of Year* (in Shares) | [1] | 52,632 | 52,632 | |
Outstanding Beg. of Year* | [1] | $ 0.57 | $ 0.57 | |
Cancelled/Expired (in Shares) | 52,632 | 0 | ||
Cancelled/Expired | $ 0.57 | $ 0 | ||
Cancelled/Expired (in Shares) | (52,632) | 0 | ||
Outstanding End of Year* (in Shares) | [1] | 0 | 52,632 | 52,632 |
Outstanding End of Year* | [1] | $ 0 | $ 0.57 | $ 0.57 |
Exercisable End of Year* (in Shares) | [1] | 0 | 52,632 | |
Exercisable End of Year* | [1] | $ 0 | $ 0.57 | |
Predecessor [Member] | ||||
Note 10 - Stock Options and Warrants (Details) - Stock Warrant Activity [Line Items] | ||||
Outstanding Beg. of Year* (in Shares) | [1] | 52,632 | 120,395 | |
Outstanding Beg. of Year* | $ 0.57 | |||
Cancelled/Expired (in Shares) | 67,763 | |||
Cancelled/Expired | $ (0.76) | |||
Cancelled/Expired (in Shares) | (67,763) | |||
Outstanding End of Year* (in Shares) | [1] | 52,632 | ||
Outstanding End of Year* | $ 0.57 | |||
Exercisable End of Year* (in Shares) | [1] | 52,632 | ||
Exercisable End of Year* | $ 0.57 | |||
Minimum [Member] | Predecessor [Member] | ||||
Note 10 - Stock Options and Warrants (Details) - Stock Warrant Activity [Line Items] | ||||
Outstanding Beg. of Year* | [1] | 0.57 | ||
Maximum [Member] | Predecessor [Member] | ||||
Note 10 - Stock Options and Warrants (Details) - Stock Warrant Activity [Line Items] | ||||
Outstanding Beg. of Year* | [1] | $ 0.76 | ||
[1] | All options went through a 1-for-19 reverse split |
Note 11 - Income Taxes (Details
Note 11 - Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | |
Deferred Tax Assets, Gross | $ 6,953,000 | $ 6,776,000 |
Deferred Tax Assets, Valuation Allowance | 6,953,000 | 6,776,000 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 177,000 | (966,000) |
Operating Loss Carryforwards | $ 20,452,000 | $ 19,930,000 |
Effective Income Tax Rate Reconciliation, Percent | 0.00% | 0.00% |
Note 11 - Income Taxes (Detai56
Note 11 - Income Taxes (Details) - Income Tax Expense (Benefit) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Expense (Benefit) [Abstract] | ||
Provision (benefit) at statutory rate | $ 177,000 | $ (966,000) |
Change in valuation allowance | $ (177,000) | $ 966,000 |
Note 11 - Income Taxes (Detai57
Note 11 - Income Taxes (Details) - Deferred Tax Assets and Deferred Tax Liabilities - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 6,953,000 | $ 6,776,000 |
Deferred tax assets | 6,953,000 | 6,776,000 |
Net deferred tax assets | 6,953,000 | 6,776,000 |
Valuation allowance | $ (6,953,000) | $ (6,776,000) |
Note 12 - Commitments and Con58
Note 12 - Commitments and Contingencies (Details) | 12 Months Ended | |
Dec. 31, 2015USD ($)ft² | Dec. 31, 2014USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||
Area of Real Estate Property (in Square Feet) | ft² | 1,800 | |
Operating Leases, Rent Expense, Monthly Amount | $ 1,045 | |
Operating Leases, Rent Expense | $ 13,585 | $ 11,675 |
Number of Ongoing Studies | 0 | |
Obligations to Pay Third Parties, Clinical Studies Expense | $ 0 | |
Loss Contingency, Pending Claims, Number | 0 |
Note 14 - Subsequent Events (De
Note 14 - Subsequent Events (Details) - Dr. Chen [Member] - Subsequent Event [Member] | Jan. 11, 2016USD ($)$ / shares |
Note 14 - Subsequent Events (Details) [Line Items] | |
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 144,426 |
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.168 |
Convertible Debt [Member] | |
Note 14 - Subsequent Events (Details) [Line Items] | |
Debt Intrument, Matured Unpaid Amounts, State Interest Rate | 10.00% |
Convertible Debt [Member] | Mid-term Applicable Federal Rate [Member] | |
Note 14 - Subsequent Events (Details) [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.75% |
Uncategorized Items - amar-2015
Label | Element | Value |
Predecessor [Member] | ||
Dividends, Preferred Stock | us-gaap_DividendsPreferredStock | $ 24,292 |
Additional Paid-in Capital [Member] | Predecessor [Member] | ||
Issuance of Successor Company stock | us-gaap_StockIssuedDuringPeriodValueNewIssues | (38,573) |
Conversion of Preferred stock into common stock | us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities | (1,684) |
Note payable conversions | us-gaap_DebtConversionConvertedInstrumentAmount1 | 1,780,053 |
CancellationOfPredecessorCompanyEquity | amar_CancellationOfPredecessorCompanyEquity | 33,865,758 |
Common Stock [Member] | Predecessor [Member] | ||
Issuance of Successor Company stock | us-gaap_StockIssuedDuringPeriodValueNewIssues | 38,573 |
Conversion of Preferred stock into common stock | us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities | $ 1,717 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities | 171,684 |
CancellationOfPredecessorCompanyEquityShares | amar_CancellationOfPredecessorCompanyEquityShares | 73,291,008 |
Note payable conversions | us-gaap_DebtConversionConvertedInstrumentAmount1 | $ 161,158 |
CancellationOfPredecessorCompanyEquity | amar_CancellationOfPredecessorCompanyEquity | $ 732,910 |
Debt Conversion, Converted Instrument, Shares Issued | us-gaap_DebtConversionConvertedInstrumentSharesIssued1 | 16,115,848 |
Shares Issued (in Shares) | us-gaap_StockIssuedDuringPeriodSharesNewIssues | 3,857,278 |
Preferred Stock [Member] | Predecessor [Member] | ||
Conversion of Preferred stock into common stock | us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities | $ (33) |
Stock Issued During Period, Shares, Conversion of Convertible Securities | us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities | (3,262) |
Retained Earnings [Member] | Predecessor [Member] | ||
Dividends, Preferred Stock | us-gaap_DividendsPreferredStock | $ 24,292 |
CancellationOfPredecessorCompanyEquity | amar_CancellationOfPredecessorCompanyEquity | $ (34,598,668) |