ZIVO Bioscience (ZIVO) 10-Q 14 Nov 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 13, 2016
Document and Entity Information
Entity Registrant Name	Zivo Bioscience, Inc.
Entity Trading Symbol	zivo
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Amendment Flag	false
Entity Central Index Key	1,101,026
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		136,745,349
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q3

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEET - USD ($)	Sep. 30, 2016	Dec. 31, 2015
CURRENT ASSETS:
Cash	$ 585,281	$ 16,589
Prepaid Expenses	29,257	12,341
Total Current Assets	614,538	28,930
PROPERTY AND EQUIPMENT, NET	25,000	43,750
OTHER ASSETS:
Deferred Finance Costs, net	110,372	0
TOTAL ASSETS	749,910	72,680
CURRENT LIABILITIES:
Accounts Payable	823,725	1,114,426
Due to Related Party	305,734	211,233
Loan Payable - Related Parties	339,422	337,107
Convertible Debenture Payable, less discount of $293,213 and $385,190 at September 30, 2016 and December 31, 2015	2,383,987	1,224,510
Accrued Liabilities	2,848,301	2,083,634
Total Current Liabilities	6,701,169	4,970,910
Convertible Debenture Payable, less discount of $522,129 and $1,458,741 at September 30, 2016 and December 31, 2015	6,817,871	4,598,759
Total Long term Liabilities	6,817,871	4,598,759
TOTAL LIABILITIES	13,519,040	9,569,669
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT:
Common stock, $.001 par value, 300,000,000 shares authorized 136,616,776 and 132,156,776 issued and outstanding at September 30, 2016 and December 31, 2015	136,617	132,157
Additional Paid-In Capital	39,636,094	38,085,266
Accumulated deficit	(52,541,841)	(47,714,412)
Total Stockholders' Deficit	(12,769,130)	(9,496,989)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 749,910	$ 72,680

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEET PARENTHETICALS - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Parentheticals
Discount on Convertible Debenture Payable Current	$ 293,213	$ 385,190
Discount on Convertible Debenture Payable Non-Current	$ 522,129	$ 1,458,741
Common Stock, Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	300,000,000	300,000,000
Common Stock, Shares Issued	136,616,776	132,156,776
Common Stock, Shares Outstanding	136,616,776	132,156,776

UNAUDITED CONDENSED CONSOLIDATE

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Revenues:
REVENUES:	$ 0	$ 0	$ 0	$ 0
COSTS AND EXPENSES:
General and Administrative	195,481	225,047	600,150	608,893
Professional fees and Consulting expense	355,941	343,320	1,646,669	1,008,128
Research and Development	125,695	219,938	600,966	775,511
Total Costs and Expenses	677,117	788,305	2,847,785	2,392,532
LOSS FROM OPERATIONS	(677,117)	(788,305)	(2,847,785)	(2,392,532)
OTHER INCOME (EXPENSE):
Other Income	0	0	0	34,963
Amortization of Debt Discount	(170,757)	(450,006)	(1,119,875)	(1,414,975)
Finance Costs	(27,000)	(27,000)	(94,500)	(430,326)
Finance Costs paid in stocks and warrants - related party	(18,000)	(21,600)	(63,000)	(60,030)
Interest expense	(600)	(600)	(1,800)	(1,800)
Interest expense - related parties	(246,907)	(187,088)	(700,469)	(506,761)
Total Other Income (Expense)	(463,264)	(686,294)	(1,979,644)	(2,378,929)
NET LOSS	$ (1,140,381)	$ (1,474,599)	$ (4,827,429)	$ (4,771,461)
BASIC AND DILUTED LOSS PER SHARE	$ (0.01)	$ (0.01)	$ (0.04)	$ (0.04)
WEIGHTED AVERAGE BASIC AND DILUTED SHARES OUTSTANDING	133,507,211	131,497,317	132,879,550	130,506,258

UNAUDITED CONDENSED CONSOLIDAT5

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash Flows for Operating Activities:
Net Loss	$ (4,827,429)	$ (4,771,461)
Adjustments to reconcile net loss to net cash used by operating activities:
Warrants issued for services rendered - related party	10,857	12,400
Stock and warrants issued for services rendered	1,270,060	397,999
Warrants issued for Directors' Fees	69,713	126,679
Finance costs paid in stock and warrants - related party	63,000	405,711
Amortization of bond discount	1,119,875	1,414,975
Depreciation expense	18,750	18,750
Changes in assets and liabilities:
(Increase) in prepaid expenses	(16,916)	(160)
(Decrease) in accounts payable	(290,700)	(58,544)
Increase in Due to Related Party	94,500	51,644
Increase in accrued liabilities	764,667	591,647
Net Cash (Used) by Operating Activities	(1,723,623)	(1,810,360)
Cash Flows from Investing Activities:	0	0
Cash Flow from Financing Activities:
Repayment of Loan Payable, related party	0	(6,344)
Proceeds of Loan Payable, related party	2,315	219,235
Deferred Finance Costs	(60,000)	0
Proceeds from issuance of 11% convertible debentures	2,350,000	1,567,500
Proceeds from sale of common stock and exercise of warrants	0	48,500
Net Cash Provided by Financing Activities	2,292,315	1,828,891
Increase (Decrease) in Cash	568,692	18,531
Cash at Beginning of Period	16,589	1,383
Cash at End of Period	585,281	19,914
Cash paid during the period for:
Interest	0	0
Income Taxes	$ 0	$ 0

BASIS OF PRESENTATION

BASIS OF PRESENTATION	9 Months Ended
	Sep. 30, 2016
BASIS OF PRESENTATION
BASIS OF PRESENTATION	NOTE 1 – BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements include the accounts of Zivo Bioscience, Inc. and its wholly-owned subsidiaries (collectively, the “Company”). All significant inter-company accounts and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the information set forth therein. These consolidated financial statements are condensed, and therefore do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s December 31, 2015 consolidated audited financial statements and supplementary data included in the Annual Report on Form 10-K filed with the SEC on March 29, 2016. The results of operations for the nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2016, or any other period. The Company had a loss from operations of $2,847,785 and $2,392,532 for the nine months ended September 30, 2016 and 2015, respectively. In addition, the Company had a working capital deficiency of $6,086,630 and a stockholders’ deficit of $12,769,130 at September 30, 2016. These factors continue to raise substantial doubt about the Company's ability to continue as a going concern. During the first nine months of 2016, the Company raised $2,350,000 from the issuance of Convertible Debt and $2,315 from net loans payable to related parties. There can be no assurance that the Company will be able to raise additional capital. The accompanying condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2016
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of Zivo Bioscience, Inc. and its wholly-owned Subsidiaries, Health Enhancement Corporation, HEPI Pharmaceuticals, Inc., WellMetris, LLC, and Zivo Biologic, Inc. All significant intercompany transactions and accounts have been eliminated in consolidation. Accounting Estimates The Company’s consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which require 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 reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management uses its best judgment in valuing these estimates and may, as warranted, solicit external professional advice and other assumptions believed to be reasonable. Cash and Cash Equivalents For the purpose of the statements of cash flows, cash equivalents include time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. Cash equivalents consist of highly liquid investments with an original maturity of three months or less when purchased. At September 30, 2016, the Company did not have any cash equivalents. Property and Equipment Property and equipment consists of furniture, office equipment, and leasehold improvements, and are carried at cost less allowances for depreciation and amortization. Depreciation and amortization is determined by using the straight-line method over the estimated useful lives of the related assets. Repair and maintenance costs that do not improve service potential or extend the economic life of an existing fixed asset are expended as incurred. Fair Value Measurements The authoritative guidance for fair value measurements defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or the most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact. The guidance describes a fair value hierarchy based on the levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or corroborated by observable market data or substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the value of the assets or liabilities. The Company’s financial instruments include cash and cash equivalents, prepaid expenses, accounts payable, accounts payable – related parties, accrued expenses and loans payable - related parties. All of these items were determined to be Level 1 fair value measurements. The carrying amounts of cash, prepaid expenses, accounts payable, accrued expenses, loans payable - related parties and the current portion of convertible debt all approximate fair value because of the short maturity of these instruments. The recorded value of long-term convertible debt approximates fair value as the terms and rates approximate market rates. Deferred Financing Costs The Company follows authoritative guidance for accounting for financing costs as it relates to convertible debt issuance cost. These costs are deferred and amortized over the term of the debt period or until redemption of the convertible debentures. Amortization of deferred financing costs amounted to $-0- and $-0- for the nine months ended September 30, 2016 and 2015, respectively. Revenue Recognition For revenue from product sales, the Company recognizes revenue in accordance with Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB No. 104”), which superseded Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (“SAB No. 101”). SAB No. 104 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgment regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. For the nine months ended September 30, 2016 and 2015, the Company had no revenue. Shipping and Handling Costs Shipping and handling costs are expensed as incurred. For the nine months ended September 30, 2016 and 2015, no shipping and handling costs were incurred. Research and Development Research and development costs are expensed as incurred. Research Expenses and Clinical Studies Expenses consist of fees, charges, and related expenses incurred in the conduct of clinical studies conducted with Company products by independent external entities. External clinical studies expenses were approximately $601,000 and $776,000 for the nine months ended September 30, 2016 and 2015, respectively. Stock Based Compensation We account for stock-based compensation in accordance with FASB ASC 718, Compensation – Stock Compensation. During the nine months ended September 30, 2016 and 2015, as a result of the vesting of warrants to directors and the issuances of warrants to certain employees, directors and consultants, the Company recorded stock based compensation expense of $1,175,632 and $460,924 for these periods, respectively. The fair value of warrants was estimated on the date of grant using the Black-Scholes option-pricing model based on the following weighted average assumptions: Nine Months Ended September 30, 2016 2015 Expected volatility 158.53% to 172.80% 128.36% to 155.43% Expected dividends 0% 0% Expected term 5 years 3 - 5 years Risk free rate .71% to.97% .51% to 1.75% The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of highly subjective assumptions, including the expected stock price volatility. Because the Company’s employee warrants have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion the existing models may not necessarily provide a reliable single measure of the fair value of its employee options. Loss Per Share Basic loss per share is computed by dividing the Company’s net loss by the weighted average number of common shares outstanding during the period presented. Diluted loss per share is based on the treasury stock method and includes the effect from potential issuance of common stock such as shares issuable pursuant to the exercise of warrants and conversions of debentures. Potentially dilutive securities as of September 30, 2016, consisted of 102,036,360 common shares from convertible debentures and related accrued interest and 30,167,488 common shares from outstanding warrants. Potentially dilutive securities as of September 30, 2015, consisted of 66,652,108 common shares from convertible debentures and related accrued interest and 14,456,371 common shares from outstanding warrants. For the nine months ended September 30, 2016 and 2015, diluted and basic weighted average shares are the same, as potentially dilutive shares are anti-dilutive. Advertising Costs Advertising costs are charged to operations when incurred. During the nine months ended September 30, 2016 and 2015, there were no advertising costs. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains cash balances at financial institutions which exceed the current Federal Deposit Insurance Corporation (“FDIC”) limit of $250,000 at times during the year. Reclassifications Certain items in these consolidated financial statements have been reclassified to conform to the current period presentation. Future Impact of Recently Issued Accounting Standards In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09 (ASU 2014-09), “Revenue from Contracts with Customers.” ASU 2014-09 superseded the revenue recognition requirements in “Revenue Recognition (Topic 605) ,” and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflect the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. ASU 2014-09 is not expected to have a material impact on the Company’s financial position or results of operations. Management does not believe there would have been a material effect on the accompanying financial statements had any other recently issued, but not yet effective, accounting standards been adopted in the current period.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	9 Months Ended
	Sep. 30, 2016
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT	NOTE 3 - PROPERTY AND EQUIPMENT Property and equipment at September 30, 2016 and December 31, 2015 consists of the following: September 30, 2016 December 31, 2015 (Unaudited) Furniture and fixtures $ 20,000 $ 20,000 Equipment 80,000 80,000 100,000 100,000 Less accumulated depreciation and amortization (75,000) (56,250) $ 25,000 $ 43,750

DUE TO RELATED PARTY

DUE TO RELATED PARTY	9 Months Ended
	Sep. 30, 2016
DUE TO RELATED PARTY
DUE TO RELATED PARTY	NOTE 4 – DUE TO RELATED PARTY As of September 30, 2016 and December 31, 2015, the Company owed HEP Investments, a related party, cumulative balances of $305,734 and $211,233, respectively. The basis for the payable is a 5.4% cash finance fee for monies invested in the Company in the form of convertible debt. For the nine months ended September 30, 2016 and 2015, the Company incurred finance costs related to these transactions of $69,500 and $84,645, respectively.

LOAN PAYABLE, RELATED PARTIES

LOAN PAYABLE, RELATED PARTIES	9 Months Ended
	Sep. 30, 2016
LOAN PAYABLE, RELATED PARTIES:
LOAN PAYABLE, RELATED PARTIES	NOTE 5 – LOAN PAYABLE, RELATED PARTIES As of December 31, 2015, Mr. Christopher Maggiore, a director and a significant shareholder of the Company, advanced the Company a total of $156,405. During the nine months ended September 30, 2016, Mr. Maggiore advanced the Company an additional $20,000, for a total amount advanced of $176,405 as of September 30, 2016. The Company has agreed to pay 11% interest on this loan. As of September 30, 2016, and December 31, 2015 accrued interest on this indebtedness totaled $32,738 and $22,681, respectively, and is included in Accrued Liabilities on the Condensed Consolidated Balance Sheet. As of December 31, 2015, there were outstanding advances of $2,000 from the Company's Officers. These funds were repaid during the first quarter of 2016 During the year ended December 31, 2015, HEP Investments, LLC loaned the Company $2,246,202 (see Note 6 - Convertible Debt). Pursuant to the terms of the agreement with HEP Investments, $2,067,500 of these loans were converted to 11% Convertible Secured Promissory Notes, leaving a remaining balance of $178,702 as of December 31, 2015. During the nine months ended September 30, 2016, HEP Investments, loaned the Company $1,734,316 (see Note 6 - Convertible Debt). Pursuant to the terms of the agreement with HEP Investments, $1,750,000 of these loans were converted to 11% Convertible Secured Promissory Notes, leaving a remaining balance of $163,018 as of September 30, 2016.

CONVERTIBLE DEBT

CONVERTIBLE DEBT	9 Months Ended
	Sep. 30, 2016
CONVERTIBLE DEBT
CONVERTIBLE DEBT	NOTE 6 – CONVERTIBLE DEBT HEP Investments, LLC – Related Party On December 2, 2011, the Company and HEP Investments, LLC, a Michigan limited liability company (“Lender”), entered into the following documents, effective as of December 1, 2011, as amended through September 30, 2016: (i) a Loan Agreement under which the Lender has agreed to advance up to $17,500,000 to the Company, subject to certain conditions, (ii) a Convertible Secured Promissory Note in the principal amount of $17,500,000 (“Note”) (of which $9,177,200 has been advanced as of September 30, 2016) and (iii) a Security Agreement, under which the Company granted the Lender a security interest in all of its assets, (iv) an Intellectual Property security agreement under which the Company and its subsidiaries granted the Lender a security interest in all their respective intellectual properties, including patents, in each case order to secure their respective obligations to the Lender under the Note and related documents and (v) enter into a Registration Rights Agreement with respect to all the shares of common stock issuable to the Lender in connection with the Loan transaction. In addition, the Company’s subsidiaries have guaranteed the Company’s obligations under the Note. The Company has also made certain agreements with the Lender which shall remain in effect as long as any amount is outstanding under the Loan. These agreements include an agreement not to make any change in the Company’s senior management, without the prior written consent of the Lender. Two representatives of the Lender will have the right to attend Board of Director meetings as non-voting observers. During the year ended December 31, 2015, the Company recorded a debt discount, related to the $2,067,500 of Notes described previously, in the amount of $1,916,501, to reflect the beneficial conversion feature of the convertible debt and fair value of the warrants pursuant to Emerging Issues Task Force (“EITF”) 00-27: Application of EITF 98-5, “Accounting for Convertible Securities with Beneficial Conversion Features on Contingently Adjustable Conversion Rates,” to certain convertible instruments. In accordance with EITF 00-27, the Company valued the beneficial conversion feature and recorded the amount of $1,773,078 as a reduction to the carrying amount of the convertible debt and as an addition to paid-in capital. Additionally, the relative fair value of the warrants was calculated and recorded at $143,423 as a further reduction to the carrying amount of the convertible debt and an addition to additional paid-in capital. The Company is amortizing the debt discount over the term of the debt. Amortization of discounts was $1,866,842 for the year ended December 31, 2015. During the nine months ended September 30, 2016, the Company recorded a debt discount, related to the $1,750,000 of Notes issued in the amount of $91,287, to reflect the relative fair value of the warrants as a reduction to the carrying amount of the convertible debt and an addition to additional paid-in capital. The Company is amortizing the debt discount over the term of the debt. Amortization of debt discounts were $1,119,875 and $1,414,975 for the nine months ended September 30, 2016 and 2015, respectively. As of September 30, 2016, amounts advanced under the Note are convertible into the Company’s restricted common stock according to the following schedule: (A) $3,902,200 at $.10 per share, (B) $2,600,000 at $.12 per share, (C) $1,285,000 at $.15 per share, (D) $640,000 at $.22 per share, and (E) $750,000 at $.30 per share and (ii) bear interest at the rate of 11% per annum. The Seventh Amended and Restated Senior Secured Convertible Promissory Note (effective December 31, 2015) resets the Due Dates of Tranches 1 through 13 (totaling $3,740,000) to October 14, 2017. The Eighth Amended and Restated Senior Secured Convertible Promissory Note (effective December 31, 2016) resets the Due Dates of Tranches 14 through 16 (totaling $1,369,700) to January 31, 2017. The remaining Tranches 17 to 30, totaling $4,067,500, are due on varying anniversary dates ranging from February 28, 2017 through August 25, 2018. Accrued interest must be paid on the first and second anniversary of the Note. As of September 30, 2016 and December 31, 2015, unpaid interest due was $2,259,630 and $1,572,065, respectively and is included in accrued liabilities. The Company determined that the modification of these Notes was not a substantial modification in accordance with ASC 470-50, “Modifications and Extinguishments.” The Lender has converted $60,000 of the debt (convertible at $.12 per share) through the date of this report. Any Note, that has not yet matured, may be prepaid upon sixty days written notice, provided that the Company shall be required to pay a prepayment premium equal to 5% of the amount repaid. Paulson Investment Company, LLC- Related Debt On August 24, 2016, the Company entered into a Placement Agent Agreement with Paulson Investment Company, LLC (Paulson). This agreement provides that Paulson can provide up to $2 million in financings through “accredited investors” (as defined by Regulation D of the Securities Act of 1933, as amended). As of September 30, 2016, the Company received funding of $600,000 through four (4) individual loans (the “New Lenders”). Each loan includes a (i) a Loan Agreement of the individual loan, (ii) a Convertible Secured Promissory Note ("New Lender Notes") in the principal amount of the loan, (iii) a Security Agreement under which the Company granted the Lender a security interest in all of its assets and (iv) an Intercreditor Agreement with HEP Investments, LLC (HEP) whereby HEP and the New Lenders agree to participate in all collateral a pari passu On September 30, 2016, the New Lenders advanced $600,000 under the New Lender Notes. The New Lender Notes are convertible into the Company’s restricted common stock at $.10 per share and bear interest at the rate of 11% per annum. The New Lender Notes must be repaid as follows: accrued interest must be paid on the first and second anniversary of the Note and unpaid principal not previously converted into common stock must be repaid on the second anniversary of the Note. Other Debt In September 2014, the Lender of the 1% Convertible notes payable agreed to rolling 30 day extensions until notice is given to the Company to the contrary. The Company determined that the modification of these Notes was not a substantial modification in accordance with ASC 470-50, “Modifications and Extinguishments.” Convertible debt consists of the following: September 30, 2016 December 31, 2015 (Unaudited) 1% Convertible notes payable, due October 2016 $ 240,000 $ 240,000 11% Convertible note payable - HEP Investments, LLC, a related party, net of unamortized discount of $815,342 and $1,843,931, respectively, due at various dates ranging from January 2017 to August 2018 8,361,858 5,583,269 11% Convertible note payable - New Lender; placed by Paulson, due September 30, 2018 600,000 - 9,201,858 5,823,269 Less: Current portion 2,383,987 1,224,510 Long term portion $ 6,817,871 $ 4,598,759 Amortization of the debt discount on the remaining notes was $1,119,875 and $1,414,975 for the nine months ended September 30, 2016 and 2015, respectively.

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT	9 Months Ended
	Sep. 30, 2016
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT	NOTE 7 - STOCKHOLDERS’ DEFICIT Board of Directors fees As compensation for serving as a member of the board of directors, the Company granted warrants to purchase 50,000 shares of common stock to Philip M. Rice (CFO and a Director) in January, 2015, at an exercise price of $.09 per share. The warrants have a term of three years and vested or will vest as follows: 12,500 vested on the grant date and the remaining 37,500 shall vest quarterly (12,500 per quarter). The warrants were valued at $3,664 using the Black Scholes pricing model relying on the following assumptions: volatility 128.38%; annual rate of dividends 0%; discount rate 0.68%. In addition, Mr. Rice will receive $10,000 for each annual term served, paid quarterly As compensation for serving as a member of the board of directors, the Company granted warrants to purchase 50,000 shares of common stock to Thomas K. Cox in June, 2015, at an exercise price of $.15 per share. The warrants have a term of three years and vested or will vest as follows: 12,500 vested on the grant date and the remaining 37,500 shall vest quarterly (12,500 per quarter). The warrants were valued at $6,185 using the Black Scholes pricing model relying on the following assumptions: volatility 155.43%; annual rate of dividends 0%; discount rate 1.09%. In addition, Mr. Cox is entitled to receive $10,000 for each annual term served. As compensation for serving as a member of the board of directors, the Company granted warrants to purchase 50,000 shares of common stock to John B. Payne in July, 2015, at an exercise price of $.09 per share. The warrants have a term of three years and vested or will vest as follows: 12,500 vested on the grant date and the remaining 37,500 shall vest quarterly (12,500 per quarter). The warrants were valued at $4,876 using the Black Scholes pricing model relying on the following assumptions: volatility 155.43%; annual rate of dividends 0%; discount rate 0. 109%. In addition, Mr. Payne is entitled to receive $10,000 for each annual term served. On September 10, 2015, the board of directors amended its policy for the compensation of its directors. The Board granted to each of its Directors warrants to purchase 250,000 shares of common stock at an exercise price of $.10 per share. The warrants have a term of five years and vest immediately. The unvested portion of the previously granted warrants were cancelled due to the Company’s change to a program where all director warrant grants are made once per year at the same time. In addition, each director is entitled to receive $10,000 for each annual term served. As such, Mr. Cox’s unvested warrant of 36,986 shares, Ms. Masterson’s warrant of 959 shares, Mr. Payne’s warrant of 42,740 shares and Mr. Rice’s unvested warrant of 15,890 shares, were cancelled. As compensation for serving as a member of the board of directors, the Company granted warrants to purchase 125,000 shares of common stock to Robert O. Rondeau, a new Director, in March 2016, at an exercise price of $.09 per share. The warrants have a term of five years and vest immediately. The warrants were valued at $10,588 using the Black Scholes pricing model relying on the following assumptions: volatility 168.01%; annual rate of dividends 0%; discount rate 0.97%. In addition, Mr. Rondeau will receive $10,000 for each annual term served, paid quarterly. On September 10, 2016, the board of directors granted to each of its Directors warrants to purchase 250,000 shares of common stock at an exercise price of $.05 per share. The warrants have a term of five years and vest immediately. The warrants were valued at $59,125 using the Black Scholes pricing model relying on the following assumptions: volatility 171.58%; annual rate of dividends 0%; discount rate 0.79%. In addition, each director is entitled to receive $10,000 for each annual term served. The Company recorded directors’ fees of $99,713 and $156,679 for the nine months ended September 30, 2016 and 2015, respectively, representing the cash fees and the value of the vested warrants described above. Stock Based Compensation During the nine months ended September 30, 2015, the Company issued 961,538 shares of common stock valued at $76,154, to investor relations consulting firms. The Company also issued warrants to purchase 3,125,000 shares of common stock at an exercise price of $.08 with a term of five years pursuant to an agreement with a financial consultant. The warrants were valued at $285,305 using the Black Scholes pricing model relying on the following assumptions: volatility 143.36% to 150.93%; annual rate of dividends 0%; discount rate 0.15% to 1.75%. The Company also issued warrants to purchase 400,000 shares of common stock at an exercise price of $.10 with a term of five years to four of its consultants (100,000 warrants per consultant) working in research and development. The warrants have a term of five years and are fully vested. The warrants were valued at $36,540 using the Black Scholes pricing model relying on the following assumptions: volatility 152.53%; annual rate of dividends 0%; discount rate 0. 075%. During the nine months ended September 30, 2016, the Company issued warrants to purchase 14,500,000 shares of common stock at an exercise price of $.08 with a term of 5 years pursuant to agreements with financial consultants. The warrants were valued at $1,095,063 using the Black Scholes pricing model relying on the following assumptions: volatility 170.07%; annual rate of dividends 0%; discount rate 0.89%. The Company also issued 3,500,000 shares of common stock, valued at $175,000, to an investor relations consulting firm. Stock Issuances During the nine months ended September 30, 2015, the Company received proceeds of $48,500 from the issuance of 970,000 shares of common stock. The Company also issued 564,300 shares of common stock valued at $56,430 and warrants to purchase 1,567,500 shares of common stock at an exercise price of $.10 per share as financing cost related to the issuance of the 11% convertible debt. The warrants were valued at $127,043 using the Black Scholes pricing model relying on the following assumptions: volatility 138.6% to 152.3%; annual rate of dividends 0%; discount rate 0.62% to 1.75%. During the nine months ended September 30, 2016, the Company issued 960,000 shares of common stock valued at $63,000 and warrants to purchase 2,712,500 shares of common stock at an exercise price of $.10 per share as financing costs related to the issuance of the 11% convertible debt. The warrants were valued at $113,231 using the Black Scholes pricing model relying on the following assumptions: volatility 158.5% to 172.8%; annual rate of dividends 0%; discount rate 0.75% to 0.85%. Executive Compensation As compensation for serving as Chief Financial Officer, the Company, quarterly, will issue warrants to Philip M. Rice to purchase 50,000 shares of common stock at the prevailing market price on the date of the SEC Filing, a term of five years, provided that the preceding quarterly and annual filings were submitted in a timely and compliant manner, at which time such warrants would vest. On April 6, 2015 the Company issued warrants to purchase 50,000 shares of common stock at $.085. The warrants were valued at $3,800 using the Black Scholes pricing model relying on the following assumptions: volatility 143.17%; annual rate of dividends 0%; discount rate 1.31%. On May 13, 2015, the Company issued warrants to purchase 50,000 shares of common stock at $.08. The warrants were valued at $3,582 using the Black Scholes pricing model relying on the following assumptions: volatility 143.464%; annual rate of dividends 0%; discount rate 1.57%. On August 13, 2015, the Company issued warrants to purchase 50,000 shares of common stock at $.11. The warrants were valued at $5,019 using the Black Scholes pricing model relying on the following assumptions: volatility 152.05%; annual rate of dividends 0%; discount rate 0.72%. On March 29, 2016, the Company issued warrants to purchase 50,000 shares of common stock at $.08. The warrants were valued at $3,771 using the Black Scholes pricing model relying on the following assumptions: volatility 169.28%; annual rate of dividends 0%; discount rate 0.78%. On May 13, 2016, the Company issued warrants to purchase 50,000 shares of common stock at $.08. The warrants were valued at $3,777 using the Black Scholes pricing model relying on the following assumptions: volatility 170.23%; annual rate of dividends 0%; discount rate 0.76%. On August 12, 2016, the Company issued warrants to purchase 50,000 shares of common stock at $.07. The warrants were valued at $3,307 using the Black Scholes pricing model relying on the following assumptions: volatility 170.83%; annual rate of dividends 0%; discount rate 0.71%. A summary of the status of the Company’s warrants is presented below. September 30, 2016 December 31, 2015 Number of Weighted Average Number of Weighted Average Warrants Exercise Price Warrants Exercise Price Outstanding, beginning of year 14,705,818 $ 0.13 9,053,005 $ 0.16 Issued 18,675,000 0.08 7,192,500 0.09 Exercised - - - - Cancelled - - (96,575) 0.14 Expired (3,213,330) 0.14 (1,443,112) 0.13 Outstanding, end of period 30,167,488 $ 0.10 14,705,818 $ 0.13 Warrants outstanding and exercisable by price range as of September 30, 2015 were as follows: Outstanding Warrants Exercisable Warrants Range of Exercise Price Number Average Weighted Remaining Contractual Life in Years Exercise Price Number Weighted Average Exercise Price $ 0.05 1,250,000 4.95 $ 0.05 1,250,000 $ 0.05 0.08 18,575,000 4.43 0.08 18,575,000 $ 0.08 0.09 309,110 3.36 0.09 309,110 0.09 0.10 5,702,200 4.04 0.10 5,402,200 0.10 0.12 99,041 0.77 0.12 99,041 0.12 0.14 50,000 2.87 0.14 50,000 0.14 0.15 2,485,274 1.55 0.15 2,485,274 0.15 0.17 50,000 2.50 0.17 50,000 0.17 0.19 100,000 1.71 0.19 100,000 0.19 0.20 250,000 0.58 0.20 250,000 0.20 0.25 707,000 1.77 0.25 707,000 0.25 0.30 250,000 2.16 0.30 250,000 0.30 0.33 250,000 1.75 0.33 250,000 0.33 0.36 39,863 0.09 0.36 39,863 0.36 0.38 50,000 0.06 0.38 50,000 0.38 30,167,488 3.13 30,167,488 $ 0.10

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2016
COMMITMENTS AND CONTINGENCIES {1}
COMMITMENTS AND CONTINGENCIES	NOTE 8 - COMMITMENTS AND CONTINGENCIES Employment Agreement The Company’s Chief Executive Officer, Andrew Dahl, is serving under the terms of an employment agreement dated December 16, 2011 as amended August 11, 2016. Under the agreement Mr. Dahl serves as CEO for one year terms, subject to automatic renewal, unless either party terminates the Agreement on sixty days’ notice prior to the expiration of the term of the agreement. Mr. Dahl is compensated as follows: he receives an annual base salary of $240,000. In addition, Mr. Dahl is entitled to monthly bonus compensation equal to 2% of the Company’s revenue, but only to the extent that such bonus amount exceeds his base salary for the month in question. In addition, Mr. Dahl will be entitled to warrants having an exercise price of $.25 per share, upon the attainment of specified milestones as follows: 1) Warrants for 500,000 shares upon identification of bio-active agents in the Company’s product and filing of a patent with respect thereto, 2) Warrants for 500,000 shares upon entering into a business contract under which the Company receives at least $500,000 in cash payments, 3) Warrants for 1,000,000 shares upon the Company entering into a co-development agreement with a research company to develop medicinal or pharmaceutical applications (where the partner provides at least $2 million in cash or in-kind outlays), 4) Warrants for 1,000,000 shares upon the Company entering into a co-development agreement for nutraceutical or dietary supplement applications (where the partner provides at least $2 million in cash or in-kind outlays), 5) Warrants for 1,000,000 shares upon the Company entering into a pharmaceutical development agreement. Further, as it relates to Company’s wholly-owned subsidiary, WellMetris, LLC (“WellMetris”), in the event the Company ceases to own a controlling interest in WellMetris for any reason whatsoever, the Company shall cause WellMetris to grant Mr. Dahl warrants to purchase a seven percent (7%) equity interest in WellMetris at the time outside funding is closed and/or at the time an event occurs whereby the Company relinquishes majority control of WellMetris. Such Warrant shall be priced at the per-unit or per-share price at the time of the applicable closing or change of control with respect to WellMetris. As of September 30, 2016, none of the milestones referred to had been achieved and there has been no notice of contract termination.

OTHER INCOME (EXPENSE)

OTHER INCOME (EXPENSE)	9 Months Ended
	Sep. 30, 2016
OTHER INCOME (EXPENSE): {1}
OTHER INCOME (EXPENSE)	NOTE 9 - OTHER INCOME (EXPENSE) On July 15, 2014, the Company settled a dispute with one of its vendors. The settlement agreement calls for the Company to make 10 payments of $6,250. If the payments were not made timely, a total liability of $97,463 out of the gross amount recorded on the Company’s books of $191,146 would have been due. As a result of this settlement, $93,683 was recognized as “Other Income” on its Statement of Operations for the nine months ending September 30, 2014. During the nine months ended September 30, 2015, the Company met its obligation for timely payments and recognized an additional $34,963 (the difference between the $97,463 remaining liability and the agreed upon payments of $62,500) as "Other Income" on its Statement of Operations for the nine months ending September 30, 2015.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2016
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10 - SUBSEQUENT EVENTS 11% Convertible Debt - HEP Investments, LLC During the period from October 1, 2016 to November 14, 2016, HEP Investments LLC (“Lender”) funded an additional loan of $150,000. Due to this additional funding, the Company issued to Lender for aggregate consideration of $250,000, an 11% convertible note, and warrants to purchase 250,000 shares of common stock, at an exercise price of $.10 for a term of five years. The Company also issued 128,571 shares of common stock as financing cost related to the issuance of the 11% convertible debt. The Convertible Notes accrue interest at the rate of 11% per annum, are non-amortizing, have a term of two years, subject to Lender’s right to extend the term as noted in Note 6 – Convertible Debt, and are convertible, at any time prior to the maturity date into shares of common stock, at a rate equal to $.10 per share. The Company recorded a deferred debt discount, related to the $250,000 Note, in the amount of $15,407, to reflect the relative fair value of the warrants as a reduction to the carrying amount of the convertible debt and an addition to additional paid-in capital. The Company is amortizing the debt discount over the term of the debt. 11% Convertible Debt - Paulson Investment Company, LLC Related Debt During the period from October 1, 2016 to November 14, 2016, Paulson placed investments with three investors (the “New Lender”) who provided funding of $650,000 through three individual loans. Due to this additional funding, the Company issued to the New Lenders for aggregate consideration of $650,000, an 11% convertible note, convertible into the Company’s restricted common stock at $.10 per share. The Convertible Notes accrue interest at the rate of 11% per annum, are non-amortizing, have a term of two years, subject to the New Lender’s right to extend the term as noted in Note 6 – Convertible Debt, and are convertible, at any time prior to the maturity date into shares of common stock, at a rate equal to $.10 per share. Increase in Authorized Shares On November 9, 2016, the shareholders of the Company voted for Approval and adoption of an amendment to the Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from 300,000,000 shares to 450,000,000 shares. The Certificate of Amendment to the Articles of Incorporation is in the process of being filed with the Secretary of State of Nevada.

Accounting Policies (Policies)

Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2016
Accounting Policies
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of Zivo Bioscience, Inc. and its wholly-owned Subsidiaries, Health Enhancement Corporation, HEPI Pharmaceuticals, Inc., WellMetris, LLC, and Zivo Biologic, Inc. All significant intercompany transactions and accounts have been eliminated in consolidation.
Accounting Esimates	Accounting Estimates The Company’s consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which require 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 reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management uses its best judgment in valuing these estimates and may, as warranted, solicit external professional advice and other assumptions believed to be reasonable.
Cash and Cash Equivalents	Cash and Cash Equivalents For the purpose of the statements of cash flows, cash equivalents include time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. Cash equivalents consist of highly liquid investments with an original maturity of three months or less when purchased. At September 30, 2016, the Company did not have any cash equivalents.
Property and Equipment	Property and Equipment Property and equipment consists of furniture, office equipment, and leasehold improvements, and are carried at cost less allowances for depreciation and amortization. Depreciation and amortization is determined by using the straight-line method over the estimated useful lives of the related assets. Repair and maintenance costs that do not improve service potential or extend the economic life of an existing fixed asset are expended as incurred.
Fair Value Measurements	Fair Value Measurements The authoritative guidance for fair value measurements defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or the most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact. The guidance describes a fair value hierarchy based on the levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or corroborated by observable market data or substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the value of the assets or liabilities. The Company’s financial instruments include cash and cash equivalents, prepaid expenses, accounts payable, accounts payable – related parties, accrued expenses and loans payable - related parties. All of these items were determined to be Level 1 fair value measurements. The carrying amounts of cash, prepaid expenses, accounts payable, accrued expenses, loans payable - related parties and the current portion of convertible debt all approximate fair value because of the short maturity of these instruments. The recorded value of long-term convertible debt approximates fair value as the terms and rates approximate market rates.
Deferred Financing Costs	Deferred Financing Costs The Company follows authoritative guidance for accounting for financing costs as it relates to convertible debt issuance cost. These costs are deferred and amortized over the term of the debt period or until redemption of the convertible debentures. Amortization of deferred financing costs amounted to $-0- and $-0- for the nine months ended September 30, 2016 and 2015, respectively.
Revenue Recognition	Revenue Recognition For revenue from product sales, the Company recognizes revenue in accordance with Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB No. 104”), which superseded Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (“SAB No. 101”). SAB No. 104 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgment regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. For the nine months ended September 30, 2016 and 2015, the Company had no revenue.
Shipping and Handling Costs	Shipping and Handling Costs Shipping and handling costs are expensed as incurred. For the nine months ended September 30, 2016 and 2015, no shipping and handling costs were incurred.
Research and Development	Research and Development Research and development costs are expensed as incurred. Research Expenses and Clinical Studies Expenses consist of fees, charges, and related expenses incurred in the conduct of clinical studies conducted with Company products by independent external entities. External clinical studies expenses were approximately $601,000 and $776,000 for the nine months ended September 30, 2016 and 2015, respectively.
Stock Based Compensation	Stock Based Compensation We account for stock-based compensation in accordance with FASB ASC 718, Compensation – Stock Compensation. During the nine months ended September 30, 2016 and 2015, as a result of the vesting of warrants to directors and the issuances of warrants to certain employees, directors and consultants, the Company recorded stock based compensation expense of $1,175,632 and $460,924 for these periods, respectively. The fair value of warrants was estimated on the date of grant using the Black-Scholes option-pricing model based on the following weighted average assumptions: Nine Months Ended September 30, 2016 2015 Expected volatility 158.53% to 172.80% 128.36% to 155.43% Expected dividends 0% 0% Expected term 5 years 3 - 5 years Risk free rate .71% to.97% .51% to 1.75%
Loss Per Share	Loss Per Share Basic loss per share is computed by dividing the Company’s net loss by the weighted average number of common shares outstanding during the period presented. Diluted loss per share is based on the treasury stock method and includes the effect from potential issuance of common stock such as shares issuable pursuant to the exercise of warrants and conversions of debentures. Potentially dilutive securities as of September 30, 2016, consisted of 102,036,360 common shares from convertible debentures and related accrued interest and 30,167,488 common shares from outstanding warrants. Potentially dilutive securities as of September 30, 2015, consisted of 66,652,108 common shares from convertible debentures and related accrued interest and 14,456,371 common shares from outstanding warrants. For the nine months ended September 30, 2016 and 2015, diluted and basic weighted average shares are the same, as potentially dilutive shares are anti-dilutive.
Advertising Costs	Advertising Costs Advertising costs are charged to operations when incurred. During the nine months ended September 30, 2016 and 2015, there were no advertising costs.
Concentrations of Credit Risk	Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains cash balances at financial institutions which exceed the current Federal Deposit Insurance Corporation (“FDIC”) limit of $250,000 at times during the year.
Reclassifications	Reclassifications Certain items in these consolidated financial statements have been reclassified to conform to the current period presentation.
Future Impact of Recently Issued Accounting Standards	Future Impact of Recently Issued Accounting Standards In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09 (ASU 2014-09), “Revenue from Contracts with Customers.” ASU 2014-09 superseded the revenue recognition requirements in “Revenue Recognition (Topic 605) ,” and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflect the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. ASU 2014-09 is not expected to have a material impact on the Company’s financial position or results of operations. Management does not believe there would have been a material effect on the accompanying financial statements had any other recently issued, but not yet effective, accounting standards been adopted in the current period.

Fair Value of Warrants Estimate

Fair Value of Warrants Estimated (Tables)	9 Months Ended
	Sep. 30, 2016
Fair Value of Warrants Estimated (Tables):
Fair Value of Warrants Estimated (Tables)	The fair value of warrants was estimated on the date of grant using the Black-Scholes option-pricing model based on the following weighted average assumptions: Nine Months Ended September 30, 2016 2015 Expected volatility 158.53% to 172.80% 128.36% to 155.43% Expected dividends 0% 0% Expected term 5 years 3 - 5 years Risk free rate .71% to.97% .51% to 1.75%

Schedule of Property and Equipm

Schedule of Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2016
Schedule of Property and Equipment
Schedule of Property and Equipment	Property and equipment at September 30, 2016 and December 31, 2015 consists of the following: September 30, 2016 December 31, 2015 (Unaudited) Furniture and fixtures $ 20,000 $ 20,000 Equipment 80,000 80,000 100,000 100,000 Less accumulated depreciation and amortization (75,000) (56,250) $ 25,000 $ 43,750

Schedule of Convertible debt (T

Schedule of Convertible debt (Tables)	9 Months Ended
	Sep. 30, 2016
Schedule of Convertible debt
Schedule of Convertible debt	Convertible debt consists of the following: September 30, 2016 December 31, 2015 (Unaudited) 1% Convertible notes payable, due October 2016 $ 240,000 $ 240,000 11% Convertible note payable - HEP Investments, LLC, a related party, net of unamortized discount of $815,342 and $1,843,931, respectively, due at various dates ranging from January 2017 to August 2018 8,361,858 5,583,269 11% Convertible note payable - New Lender; placed by Paulson, due September 30, 2018 600,000 - 9,201,858 5,823,269 Less: Current portion 2,383,987 1,224,510 Long term portion $ 6,817,871 $ 4,598,759

Stockholders Warrants (Tables)

Stockholders Warrants (Tables)	9 Months Ended
	Sep. 30, 2016
Stockholders Warrants
Summary of the status of warrants (Tables)	A summary of the status of the Company’s warrants is presented below. September 30, 2016 December 31, 2015 Number of Weighted Average Number of Weighted Average Warrants Exercise Price Warrants Exercise Price Outstanding, beginning of year 14,705,818 $ 0.13 9,053,005 $ 0.16 Issued 18,675,000 0.08 7,192,500 0.09 Exercised - - - - Cancelled - - (96,575) 0.14 Expired (3,213,330) 0.14 (1,443,112) 0.13 Outstanding, end of period 30,167,488 $ 0.10 14,705,818 $ 0.13
Warrants outstanding and exercisable (Tables)	Warrants outstanding and exercisable by price range as of September 30, 2015 were as follows: Outstanding Warrants Exercisable Warrants Range of Exercise Price Number Average Weighted Remaining Contractual Life in Years Exercise Price Number Weighted Average Exercise Price $ 0.05 1,250,000 4.95 $ 0.05 1,250,000 $ 0.05 0.08 18,575,000 4.43 0.08 18,575,000 $ 0.08 0.09 309,110 3.36 0.09 309,110 0.09 0.10 5,702,200 4.04 0.10 5,402,200 0.10 0.12 99,041 0.77 0.12 99,041 0.12 0.14 50,000 2.87 0.14 50,000 0.14 0.15 2,485,274 1.55 0.15 2,485,274 0.15 0.17 50,000 2.50 0.17 50,000 0.17 0.19 100,000 1.71 0.19 100,000 0.19 0.20 250,000 0.58 0.20 250,000 0.20 0.25 707,000 1.77 0.25 707,000 0.25 0.30 250,000 2.16 0.30 250,000 0.30 0.33 250,000 1.75 0.33 250,000 0.33 0.36 39,863 0.09 0.36 39,863 0.36 0.38 50,000 0.06 0.38 50,000 0.38 30,167,488 3.13 30,167,488 $ 0.10

Basis of Presentation (Details)

Basis of Presentation (Details) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Basis of Presentation Details
Net Loss	$ 2,847,785	$ 2,392,532
Working capital deficiency	6,086,630
Stockholders' deficiency	12,769,130
Proceeds from issuance of convertible debentures	2,350,000
Proceeds of Loan Payable, related party	$ 2,315

Summary of Significant Accoun22

Summary of Significant Accounting Policies (Narrative) (Details) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Summary of Significant Accounting Policies (Narrative) Details
Research and development costs	$ 601,000	$ 776,000
Stock based compensation expense	1,175,632	460,924
Potentially dilutive securities
Common shares from convertible debentures and related accrued interest	102,036,360	66,652,108
Common shares from outstanding warrants	30,167,488	14,456,371
Advertising costs	0	0
Company maintains cash balances at financial institutions which exceed the current Federal Deposit Insurance Corporation ("FDIC") limit.	$ 250,000	$ 0

Fair value assumptions (Details

Fair value assumptions (Details)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Weighted average assumptions:
Expected volatility minimum	158.53%	128.36%
Expected volatility maximum	172.80%	155.43%
Expected dividends	0.00%	0.00%
Expected term minimum	5	3
Expected term maximum		5
Risk free rate minimum	0.71%	0.51%
Risk free rate maximum	0.97%	1.75%

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Property and Equipment Details
Furniture and fixtures	$ 20,000	$ 20,000
Equipment	80,000	80,000
Property and equipment gross	100,000	100,000
Less accumulated depreciation and amortization	(75,000)	(56,250)
PROPERTY AND EQUIPMENT, NET	$ 25,000	$ 43,750

Property and Equipment Deprecia

Property and Equipment Depreciation (Details) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Property and Equipment Depreciation
Depreciation expense	$ 18,750	$ 18,750

Due to Related Party (Details)

Due to Related Party (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015	Sep. 30, 2015
Due to Related Party Details
Company owed HEP Investments, a related party, cumulative balances	$ 305,734	$ 211,233
Cash finance fee	5.40%
Company incurred finance costs	$ 69,500		$ 84,645

Loan Payable, Related Parties (

Loan Payable, Related Parties (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Loan Payable, Related Parties Details
Amount advanced by Chris Maggiore, a significant shareholder	$ 0	$ 156,405
Mr. Maggiore advanced the Company an additional amount	20,000
Total outstanding balance of advance	$ 176,405
Company agreed to pay interest on loan	11.00%
Accrued interest on indebtedness totaled	$ 32,738	22,681
Amount advanced by Officers	0	2,000
HEP Investments, LLC loaned the Company	1,734,316	2,246,202
Loans were converted to Convertible Secured Promissory Notes	$ 1,750,000	$ 2,067,500
Convertible Secured Promissory Notes	11.00%	11.00%
Remaining balance in loans payable to related parties	$ 163,018	$ 178,702

Convertible Debt - HEP Investme

Convertible Debt - HEP Investments, LLC (Details)	Sep. 30, 2016USD ($)
HEP Investments, LLC Details
Advance agreed under the loan agreement	$ 17,500,000
Convertible Secured Promissory Note in the initial principal amount	17,500,000
Advanced amount of Convertible Secured Promissory Note	$ 9,177,200

Deferred Debt Discount and Othe

Deferred Debt Discount and Other (Details) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Deferred Debt Discount and Other details
Company recorded debt discount in the amount to reflect the beneficial conversion feature of the convertible debt	$ 91,287		$ 1,916,501
Value of the notes on which debt discount was recorded	1,750,000		2,067,500
Company valued the beneficial conversion feature as an addition to paid-in capital			1,773,078
The relative fair value of the warrants was calculated and recorded			143,423
Amortization of debt discounts	$ 1,119,875	$ 1,414,975	$ 1,866,842

HEP Investments, LLC - Restrict

HEP Investments, LLC - Restricted Common Shares (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Restricted Common Shares Details
Company 's Restricted Common stock value- schedule A 0.10 per share	$ 3,902,200
Company 's Restricted Common stock value- schedule B 0.12 per share	2,600,000
Company 's Restricted Common stock value- schedule -C 0.15 per share	1,285,000
Company 's Restricted Common stock value- schedule -D 0.22 per share	640,000
Company 's Restricted Common stock value- schedule -E 0.30 per share	$ 750,000
Convertible note (2) bears interest rate	11.00%
Convertible Promissory Note Totaling	$ 3,740,000
Convertible Promissory Note Tranches 14 through 16 Totaling	1,369,700
Remaining Tranches 17 to 30, totaling	4,067,500
Unpaid interest due	2,259,630	$ 1,572,065
Lender Converted the debt	$ 60,000
Lender Converted the debt per share	$ 0.12
Company shall be required to pay a prepayment premium equal to the amount repaid	5.00%

Paulson Investment - Related De

Paulson Investment - Related Debt (Details) - USD ($)	Sep. 30, 2016	Aug. 24, 2016
Paulson Investment Related Debt
Paulson can provide financings through "accredited investors		$ 2,000,000
Company received funding (4) individual loans		$ 600,000
Paulson receives a cash finance fee		10.00%
Debt is convertible per share		$ 0.10
New Lenders advanced Paulson Notes	$ 600,000
Company's restricted common stock per share	$ 0.10
New Lenders advanced Paulson Notes	11.00%

Convertible debt consists of th

Convertible debt consists of the following (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Convertible debt consists of the following
1% Convertible notes payable, due October 2016	$ 240,000	$ 240,000
11% Convertible note payable - HEP Investments LLC	8,361,858	5,583,269
11% Convertible note payable - New Lender; placed by Paulson, due September 30, 2018	600,000
Less: Current portion	9,201,858	5,823,269
Long term portion	2,383,987	1,224,510
Total Convertible debt	$ 6,817,871	$ 4,598,759

Convertible debt Parentheticals

Convertible debt Parentheticals (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Convertible debt Parentheticals
Unamortized discount	$ 815,342	$ 1,843,931

Amortization (Details)

Amortization (Details) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Amortization {1}
Amortization of debt discount on the remaining notes	$ 1,119,875	$ 1,414,975

Board Of Directors Fees Textual

Board Of Directors Fees Textual (Details)	Sep. 10, 2016USD ($)$ / sharesshares	Mar. 31, 2016USD ($)$ / sharesshares	Sep. 10, 2015USD ($)$ / sharesshares	Jul. 31, 2015USD ($)$ / sharesshares	Jun. 30, 2015USD ($)$ / sharesshares	Jan. 31, 2015USD ($)$ / sharesshares
Board Of Directors Fees Details
Granted warrants to purchase shares of common stock	250,000	125,000	250,000	50,000	50,000	50,000
Exercise price per share | $ / shares	$ 0.05	$ 0.09	$ 0.10	$ 0.09	$ 0.15	$ 0.09
Warrants term (in years)	5	5	5	3	3	3
Warrants vested on the grant date				12,500	12,500	12,500
Remaining warrants				37,500	37,500	37,500
Remaining warrants shall vest quarterly				12,500	12,500	12,500
Warrants were valued using the Black Scholes pricing model | $	$ 59,125	$ 10,588		$ 4,876	$ 6,185	$ 3,664
In addition, Mr. Rice entitled to receive for each annual term served | $						$ 10,000
In addition, Mr. Cox is entitled to receive $10,000 for each annual term served | $					$ 10,000
Mr. Rice's unvested warrant			15,890
Mr. Cox's unvested warrant			36,986
In addition, Mr. Rondeau entitled to receive for each annual term served | $		$ 10,000
In addition, each director is entitled to receive each annual term served | $	$ 10,000		$ 10,000
Ms. Masterson's unvested warrant			959
Mr. Payne's unvested warrant			42,740

Directors fees- During the peri

Directors fees- During the period (Details) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Directors fees- During the period
Directors' fees	$ 99,713	$ 156,679

Stock Based Compensation (Detai

Stock Based Compensation (Details)	9 Months Ended
	Sep. 30, 2016USD ($)$ / sharesshares	Sep. 30, 2015USD ($)$ / sharesshares
Stock Based Compensation:
Issued warrants to purchase shares of common stock | shares	14,500,000	961,538
Shares were valued at | $		$ 76,154
Issued warrants to purchase shares of common stock | shares		3,125,000
Issued warrants to purchase shares of common stock at an exercise price | $ / shares	$ 0.08	$ 0.08
Term (in years)	5	5
Warrants were valued at using the Black Scholes pricing model | $	$ 1,095,063	$ 285,305

Stock Issuances (Details)

Stock Issuances (Details) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Stock Issuances Details
Proceeds from issuance of common stock shares		970,000
Issuance of common stock in principal		$ 48,500
Convertible Debenture in percent	11.00%	11.00%
Issued shares of common stock	960,000	564,300
Issued shares of common stock valued	$ 63,000	$ 56,430
Warrant to purchase shares of common stock at an exercise price of $.10 per share	2,712,500	1,567,500

Executive Compensation (Details

Executive Compensation (Details) - $ / shares	Aug. 12, 2016	May 13, 2016	Mar. 29, 2016	Aug. 13, 2015	May 13, 2015	Apr. 06, 2015
Executive Compensation
Compensation for serving as Chief Financial Officer issued warrants to purchase shares of common stock	50,000	50,000	50,000	50,000	50,000	50,000
Issued warrants to purchase shares of common stock at an exercise price	$ 0.07	$ 0.08	$ 0.08	$ 0.11	$ 0.08	$ 0.085
Warrants were valued at using the Black Scholes pricing model	3,307	3,777	3,771	5,019	3,582	3,800

Summary of the status of the Co

Summary of the status of the Company's warrants (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Number of Warrants
Number of Warrants Outstanding	14,705,818	9,053,005
Number of Warrants Issued	18,675,000	7,192,500
Number of Warrants Exercised	0
Number of Warrants Cancelled		(96,575)
Number of Warrants Expired	(3,213,330)	(1,443,112)
Number of Warrants Outstanding	30,167,488	14,705,818
Weighted Average Exercise Price
Weighted Average Exercise Price Outstanding	$ 0.13	$ 0.16
Weighted Average Exercise Price Issued	0.08	$ 0.09
Weighted Average Exercise Price Exercised		$ 0
Weighted Average Exercise Price Cancelled		$ 0.14
Weighted Average Exercise Price Expired	0.14	0.13
Weighted Average Exercise Price Outstanding	$ 0.10	$ 0.13

Warrants outstanding and exerci

Warrants outstanding and exercisable (Details) {Stockholder's equity}	9 Months Ended
	Sep. 30, 2016shares
Outstanding Warrants Number
Price range 0.05	1,250,000
Price range 0.08	18,575,000
Price range 0.09	309,110
Price range 0.10	5,702,200
Price range 0.12	99,041
Price range 0.14	50,000
Price range 0.15	2,485,274
Price range 0.17	50,000
Price range 0.19	100,000
Price range 0.20	250,000
Price range 0.25	707,000
Price range 0.30	250,000
Price range 0.33	250,000
Price range 0.36	39,863
Price range 0.38	50,000
Total Warrants outstanding and exercisable warrants	30,167,488
Outstanding Warrants Average Weighted Remaining Contractual Life in Years
Price range 0.05	4.95
Price range 0.08	4.43
Price range 0.09	3.36
Price range 0.10	4.04
Price range 0.12	0.77
Price range 0.14	2.87
Price range 0.15	1.55
Price range 0.17	2.5
Price range 0.19	1.71
Price range 0.20	0.58
Price range 0.25	1.77
Price range 0.30	2.16
Price range 0.33	1.75
Price range 0.36	0.09
Price range 0.38	0.06
Total Warrants outstanding and exercisable warrants	3.13
Exercisable Warrants Number
Price range 0.05	1,250,000
Price range 0.08	18,575,000
Price range 0.09	309,110
Price range 0.10	5,402,200
Price range 0.12	99,041
Price range 0.14	50,000
Price range 0.15	2,485,274
Price range 0.17	50,000
Price range 0.19	100,000
Price range 0.20	250,000
Price range 0.25	707,000
Price range 0.30	250,000
Price range 0.33	250,000
Price range 0.36	39,863
Price range 0.38	50,000
Total Warrants outstanding and exercisable warrants	30,167,488
Exercisable Warrants Weighted Average Exercise Price
Price range 0.05	0.05
Price range 0.08	0.08
Price range 0.09	0.09
Price range 0.10	0.1
Price range 0.12	0.12
Price range 0.14	0.14
Price range 0.15	0.15
Price range 0.17	0.17
Price range 0.19	0.19
Price range 0.20	0.2
Price range 0.25	0.25
Price range 0.30	0.3
Price range 0.33	0.33
Price range 0.36	0.36
Price range 0.38	0.38
Total Warrants outstanding and exercisable warrants	0.1

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Employment Agreement (Details)	Dec. 16, 2011USD ($)
Employment Agreement Details
Annual base salary	$ 240,000
Percent of Company's revenue that Mr. Dahl entitled to receive as monthy bonus compensation	2.00%
Receipts from warrants	$ 500,000
Cash payments	500,000
Amount provided by partner	2,000,000
Warrants for shares upon entering into a co-development agreement	$ 1,000,000

OTHER INCOME-Expenses(Details)

OTHER INCOME-Expenses(Details) - USD ($)	Sep. 30, 2015	Sep. 30, 2014	Jul. 15, 2014
Company settlements and other details
The settlement agreement calls for the Company to make 10 payments of			$ 6,250
If the payments are not made timely, a total liability out of the gross amount			$ 97,463
Recorded Amount due in company books		$ 191,146
Other income for the period		$ 93,683
Company met its obligation for timely payments and recognized	$ 34,927
Timely return of security deposit	118,466
Remaining liability and the agreed upon payments	$ 62,500

Subsequent Events (Details)

Subsequent Events (Details)	Nov. 09, 2016USD ($)$ / sharesshares
SUBSEQUENT EVENTS Details
HEP Investments a related party, advanced an additional	$ 150,000
Company issued to the Lender for aggregate consideration of	$ 250,000
Warrants to purchase shares of common stock | shares	250,000
Common stock, at at an exercise price per share | $ / shares	$ 0.1
Common stock as financing cost related to the issuance of the 11% convertible debt	$ 128,571
Convertible Notes accrue interest at the rate per annum	11.00%
Company recorded a deferred debt discount, related to the $250,000 Note, in the amount	$ 15,407
Increase the number of authorized shares of common stock from 300,000,000 shares to | shares	450,000,000