Document and Entity Information
Document and Entity Information - USD ($) | Feb. 11, 2019 | Dec. 31, 2018 | Jun. 30, 2018 |
Details | |||
Registrant Name | Zivo Bioscience, Inc. | ||
Registrant CIK | 1,101,026 | ||
SEC Form | 10-K | ||
Period End date | Dec. 31, 2018 | ||
Fiscal Year End | --12-31 | ||
Trading Symbol | zivo | ||
Tax Identification Number (TIN) | 870,699,977 | ||
Number of common stock shares outstanding | 180,036,435 | ||
Public Float | $ 20,172,951 | ||
Filer Category | Non-accelerated Filer | ||
Current with reporting | Yes | ||
Voluntary filer | No | ||
Well-known Seasoned Issuer | No | ||
Shell Company | false | ||
Small Business | true | ||
Emerging Growth Company | false | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Entity Incorporation, State Country Name | Nevada | ||
Entity Address, Address Line One | 2804 Orchard Lake Rd., Suite 202 | ||
Entity Address, City or Town | Keego Harbor | ||
Entity Address, State or Province | MI | ||
Entity Address, Postal Zip Code | 48,320 | ||
City Area Code | 248 | ||
Local Phone Number | 452 9866 | ||
Entity Listing, Par Value Per Share | $ 0.001 |
Consolidated Balance Sheets (De
Consolidated Balance Sheets (December 31, 2017 Revised) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS: | ||
Cash | $ 388,891 | $ 317,135 |
Prepaid Expenses | 22,615 | 15,143 |
Total Current Assets | 411,506 | 332,278 |
PROPERTY AND EQUIPMENT, NET | 0 | 0 |
TOTAL ASSETS | 411,506 | 332,278 |
CURRENT LIABILITIES | ||
Accounts Payable | 422,426 | 541,710 |
Due to Related Party | 432,429 | 475,834 |
Loans Payable, Related Parties | 176,405 | 394,019 |
ConvertibleDebenturesPayable, less discount | 17,978,215 | 1,490,000 |
Accrued Interest | 3,674,148 | 1,649,240 |
Accrued Liabilities - Other | 10,000 | 10,000 |
Total Current Liabilities | 22,693,623 | 4,560,803 |
LONG TERM LIABILITIES: | ||
Total Long-Term Liabilities | 0 | 12,075,967 |
TOTAL LIABILITIES | 22,693,623 | 16,636,770 |
STOCKHOLDERS' DEFICIT: | ||
Common Stock, Value | 180,037 | 141,107 |
Additional Paid-In Capital | 55,985,626 | 47,366,814 |
Accumulated Deficit | (78,447,780) | (63,812,413) |
Total Stockholders' Deficit | (22,282,117) | (16,304,492) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 411,506 | 332,278 |
Convertible Debentures Payable, less Discount | $ 0 | $ 12,075,967 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (December 31, 2017 Revised) - Parenthetical - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
Convertible Debentures Payable, Current, Discount | $ 1,862,425 | $ 0 |
Convertible Debentures Payable, Non-current, Discount | $ 0 | $ 4,335,873 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 700,000,000 | 700,000,000 |
Common Stock, Shares, Issued | 180,036,435 | 141,106,061 |
Common Stock, Shares, Outstanding | 180,036,435 | 141,106,061 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
COSTS AND EXPENSES: | ||
General and Administrative | $ 1,353,319 | $ 2,127,979 |
Professional Fees and Consulting Expense | 1,962,333 | 1,820,985 |
Research and Development | 2,814,991 | 2,381,222 |
Total Costs and Expenses | 6,130,643 | 6,330,186 |
LOSS FROM OPERATIONS | (6,130,643) | (6,330,186) |
OTHER INCOME (EXPENSE): | ||
Loss on Extinguishment of Debt | 0 | (406,482) |
Other Income | 0 | 7,394 |
Amortization of Debt Discount | (903,317) | (574,716) |
Financing Costs | (96,595) | (216,000) |
Finance Costs Paid in Stocks and Warrants | (310,892) | (144,000) |
Interest Expense, Related Parties | (7,060,383) | (2,122,018) |
Interest Expense | (133,537) | (252,366) |
Total Other Income (Expense) | (8,504,724) | (3,708,188) |
NET LOSS | $ (14,635,367) | $ (10,038,374) |
BASIC AND DILUTED LOSS PER SHARE | $ (0.09) | $ (0.07) |
BASIC AND DILUTED SHARES OUTSTANDING | 156,678,765 | 139,243,126 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Deficit - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings | Total |
Equity Balance, Starting at Dec. 31, 2016 | $ 136,745 | $ 40,016,059 | $ (53,774,039) | $ (13,621,235) |
Shares Outstanding, Starting at Dec. 31, 2016 | 136,745,347 | |||
Issuance of warrants to board of directors | $ 0 | 166,668 | 0 | 166,668 |
Issuance of warrants for services | 0 | 1,086,120 | 0 | 1,086,120 |
Issuance of warrants for services - related party | 0 | 1,234,991 | 0 | 1,234,991 |
Stock Issued During Period, Value, Issued for Services | $ 1,875 | 129,375 | 0 | 131,250 |
Stock Issued During Period, Shares, Issued for Services | 1,875,000 | |||
Issuance of common stock for settlement of litigation | $ 250 | 22,250 | 0 | 22,500 |
Issuance of common stock for settlement of litigation, Shares | 250,000 | |||
Common stock issued on conversion of 11% Convertible Debt | $ 300 | 29,700 | 0 | 30,000 |
Common stock issued on conversion of 11% Convertible Debt, Shares | 300,000 | |||
Discounts on issuance of 11% convertible debentures | $ 0 | 264,826 | 0 | 264,826 |
Warrants issued for debt issuance costs | 0 | 4,274,761 | 0 | 4,274,761 |
Stock Issued During Period, Value, Other | $ 1,937 | 142,064 | 0 | 144,001 |
Stock Issued During Period, Shares, Other | 1,935,714 | |||
Net Income (Loss) | $ 0 | 0 | (10,038,374) | (10,038,374) |
Shares Outstanding, Ending at Dec. 31, 2017 | 141,106,061 | |||
Equity Balance, Ending at Dec. 31, 2017 | $ 141,107 | 47,366,814 | (63,812,413) | (16,304,492) |
Issuance of warrants to board of directors | 0 | 384,065 | 0 | 384,065 |
Issuance of warrants for services | 0 | 822,001 | 0 | 822,001 |
Issuance of warrants for services - related party | 0 | 187,247 | 0 | 187,247 |
Discounts on issuance of 11% convertible debentures | 0 | 819,854 | 0 | 819,854 |
Warrants issued for debt issuance costs | 0 | 2,542,852 | 0 | 2,542,852 |
Stock Issued During Period, Value, Other | $ 557 | 63,840 | 0 | 64,397 |
Stock Issued During Period, Shares, Other | 557,134 | |||
Issuance of common stock for cash | $ 34,338 | 3,399,477 | 0 | 3,433,815 |
Issuance of common stock for cash, Shares | 34,338,130 | |||
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | $ 4,035 | 399,476 | 0 | 403,511 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 4,035,110 | |||
Net Income (Loss) | $ 0 | 0 | (14,635,367) | (14,635,367) |
Shares Outstanding, Ending at Dec. 31, 2018 | 180,036,435 | |||
Equity Balance, Ending at Dec. 31, 2018 | $ 180,037 | $ 55,985,626 | $ (78,447,780) | $ (22,282,117) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Net Cash Provided by (Used in) Operating Activities | ||
NET LOSS | $ (14,635,367) | $ (10,038,374) |
Adjustments to reconcile Net Loss to net cash used in operating activities: | ||
Stocks and warrants issued for services rendered | 822,001 | 1,217,369 |
Issuance of warrants for services - related party | 187,247 | 1,234,992 |
Warrants issued for Directors' Fees | 384,065 | 166,668 |
Loss on Extinguishment of Debt | 0 | 406,482 |
Stocks and warrants issued for financing costs | 310,894 | 144,000 |
Amortization of debt issuance costs | 5,093,001 | 690,079 |
Amortization of bond discount | 903,317 | 574,716 |
Depreciation expense | 0 | 18,750 |
Changes in assets and liabilities: | ||
(Increase) in prepaid expenses | (7,473) | (1,705) |
(Decrease) in accounts payable | (119,285) | (124,656) |
Increase (decrease) in due to related party | (43,405) | 156,600 |
Increase in accrued liabilities | 2,098,419 | 1,312,188 |
Net Cash Provided by (Used in) Operating Activities | (5,006,586) | (4,242,891) |
Cash Flows from Investing Activities: | ||
Net Cash Provided by (Used in) Investing Activities | 0 | 0 |
Net Cash Provided by (Used in) Financing Activities | ||
Proceeds from (payments of) loans payable, related parties | (217,614) | 148,040 |
Debt Issuance Costs | (106,658) | (95,000) |
Proceeds from issuance of 11% convertible debentures | 1,968,801 | 4,000,000 |
Proceeds from sales of common stock | 3,433,813 | 0 |
Net Cash Provided by (Used in) Financing Activities | 5,078,342 | 4,053,040 |
Increase (Decrease) in Cash | 71,756 | (189,851) |
Cash and Cash Equivalents, at Carrying Value, Beginning Balance | 317,135 | 506,986 |
Cash and Cash Equivalents, at Carrying Value, Ending Balance | 388,891 | 317,135 |
Supplemental Cash Flow Information | ||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | 0 | 0 |
Income Taxes Paid | $ 0 | $ 0 |
Additional Cash Flow Elements a
Additional Cash Flow Elements and Supplemental Cash Flow Information - USD ($) | 3 Months Ended | |||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Mar. 31, 2017 | ||
Details | ||||||||
Discounts on 11% convertible debentures | $ 134,499 | $ 576,396 | $ 43,520 | $ 39,373 | $ 155,065 | $ 70,388 | ||
Convertible Notes converted to Shares | 300,000 | 30,000 | ||||||
Warrants issued to purchase shares of stock | $ 3,592,949 | |||||||
Accrued Interest related to Convertible Notes | $ 64,280 | |||||||
Warrents Issued, Value | $ 3,377,387 | |||||||
Discounts on issuance of 11% Convertible debentures | $ 65,439 | |||||||
Debt discount for a restructuring fee related to the debt extinguishment | 600,000 | |||||||
Reclassification of Accrued Interest to 11% Convertible Debentures | 2,694,639 | |||||||
Common stock issued in payment of an accrued liability | [1] | $ 22,500 | ||||||
Convertible debt converted into shares | $ 30,000 | |||||||
[1] | Note 12 – Settlement of Litigation – Related Party |
Note 1 - Description of Busines
Note 1 - Description of Business | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Note 1 - Description of Business | NOTE 1 – DESCRIPTION OF BUSINESS The business model of Zivo Bioscience, Inc. and Subsidiaries (Health Enhancement Corporation, HEPI Pharmaceuticals, Inc., WellMetrix, LLC (fka WellMetris, LLC), and Zivo Biologic, Inc.) (collectively the “Company”) is as follows: 1) to derive future income from licensing and selling natural bioactive ingredients derived from their proprietary algae cultures to animal, human and dietary supplement and medical food manufacturers, and 2) developing, manufacturing, marketing, and selling tests that the Company believes will allow people to optimize their health and identify future health risks. |
Note 2 - Basis of Presentation
Note 2 - Basis of Presentation | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Note 2 - Basis of Presentation | NOTE 2 – BASIS OF PRESENTATION Going Concern The Company had a net loss of $14,635,367 and $10,038,374 during the years ended December 31, 2018 and 2017, respectively. In addition, the Company had a working capital deficiency of $22,282,117 and a stockholders’ deficiency of $22,282,117 at December There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will The The Company is attempting to address its lack of liquidity by raising additional funds, either in the form of debt or equity or some combination thereof. There can be no assurances that the Company will be able to raise the additional funds it requires. During the year ended December 31, 2018, the Company received proceeds of $1,968,801 from the issuance of 11% convertible debt and $3,433,813 from the issuance of Common Stock. |
Note 3 - Summary of Significant
Note 3 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Note 3 - Summary of Significant Accounting Policies | NOTE 3 – 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., WellMetrix, 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. The Company maintains cash and cash equivalents balances at financial institutions and are insured by the Federal Deposit Insurance Corporation up to $250,000. At times, balances in certain bank accounts may exceed the FDIC insured limits. Cash equivalents consist of highly liquid investments with an original maturity of three months or less when purchased. At December 31, 2018, the Company did not have any cash equivalents. Property and Equipment Property and equipment consist of furniture and office equipment, 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, Debt Issuance Costs The Company follows authoritative guidance for accounting for financing costs (as amended) 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. Debt Issuance Costs are reported on the balance sheet as a direct deduction from the face amount of the related notes. Amortization of debt issuance costs amounted to $5,093,001 and $690,079 and are included in Interest Expense and Interest Expense - Related Parties on the Consolidated Statements of Operations for the years ended December 31, 2018 and 2017, respectively. Unamortized Debt Issuance Costs in the amounts of $1,187,817 and $3,877,801 are netted against Convertible Notes Payable on the Consolidated Balance Sheets presented in these financial statements as of December 31, 2018 and 2017, respectively. Revenue Recognition We will recognize net product revenue when the earnings process is complete and the risks and rewards of product ownership have transferred to our customers, as evidenced by the existence of an agreement, delivery having occurred, pricing being deemed fixed, and collection being considered probable. We record pricing allowances, including discounts based on contractual arrangements with customers, when we recognize revenue as a reduction to both accounts receivable and net revenue. Shipping and Handling Costs Shipping and handling costs are expensed as incurred. For the years ended December 31, 2018 and 2017 no shipping and handling costs were incurred. Research and Development Research and development costs are expensed as incurred. The majority of the Company’s research and development costs consist of clinical study expenses. These consist of fees, charges, and related expenses incurred in the conduct of clinical studies conducted with Company products by independent outside contractors. External clinical studies expenses were $2,814,991 and $2,381,222 for the years ended December 31, 2018 and 2017, respectively. Income Taxes The Company follows the authoritative guidance for accounting for income taxes. Deferred income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. The tax effects of temporary differences that gave rise to the deferred tax assets and deferred tax liabilities at December 31, 2018 and 2017 We have adjusted Deferred Tax Assets and Liabilities in accordance with the December 22, 2017 enactment of the U.S. Tax Cuts and Jobs Act. (See Note 11 – Income Taxes). Stock Based Compensation We account for stock-based compensation in accordance with FASB ASC 718, Compensation – Stock Compensation. During 2018 and 2017, warrants were granted to employees, directors and consultants of the Company. As a result of these grants, the Company recorded compensation expense of $1,393,313 and $2,487,779 during the years ended December 31, 2018 and 2017 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: Year Ended December 31, 2018 2017 Expected volatility 176.10% to 180.13% 175.05% to 177.58% Expected dividends 0% 0% Expected term 5 years 5 years Risk free rate 2.65% to 2.96% 1.63% to 2.11% 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 Income (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 Advertising Costs Advertising costs are charged to operations when incurred. There were no Advertising Costs during the years 2018 and 2017. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and 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. In February 2016, the FASB issued ASU No. 2016-02, Leases, to require lessees to recognize all leases, with certain exceptions, on the balance sheet, while recognition on the statement of operations will remain similar to current lease accounting. The ASU also eliminates real estate-specific provisions and modifies certain aspects of lessor accounting. The ASU is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. We currently expect to adopt the ASU on January 1, 2019. We will be required to recognize and measure leases existing at, or entered into after, the beginning of the earliest comparative period presented using a modified retrospective approach, with certain practical expedients available. We intend to elect the available practical expedients upon adoption. Upon adoption, we expect the consolidated balance sheet to include a right of use asset and liability related to substantially all of our lease arrangements. We are continuing to assess the impact of adopting the ASU on our financial position, results of operations and related disclosures and have not yet concluded whether the effect on the consolidated financial statements will be material. 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. Implementation of ASU 2015-03 The FASB has issued Accounting Standards Update (ASU) No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” as part of its simplification initiative. The ASU changes the presentation of debt issuance costs in financial statements. Under the ASU, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. For public business entities, the guidance in the ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Although the Company adopted ASU-2015-03 in the first quarter of 2016, the Company discovered during the quarter ended June 30, 2018 that ASU-2015-03 was improperly implemented as it pertains to the classification of deferred finance costs (debt issuance costs) on its balance sheet. The balance sheet below illustrates the presentation of the December 31, 2017 balance sheet as if ASU 2015-03 had been implemented properly: As Originally Reported December 31, 2017 Effect of Change December 31, 2017 As Revised December 31, 2017 ASSETS CURRENT ASSETS: Cash $ 317,135 $ - $ 317,135 Prepaid Expenses 15,143 - 15,143 Total Current Assets 332,278 - 332,278 PROPERTY AND EQUIPMENT, NET - OTHER ASSETS Deferred Finance Costs, net 3,877,801 (3,877,801) (A) - TOTAL ASSETS 4,210,079 (3,877,801) 332,278 LIABILITIES AND STOCKHOLDERS’ DEFICIT CURRENT LIABILITIES: Accounts Payable $ 541,710 $ - $ 541,710 Due to Related Party 475,834 - 475,834 Loans Payable, Related Parties 394,019 - 394,019 Convertible Debentures Payable, less unamortized discounts and debt issuance costs of $0 and $0 at December 31, 2017- Originally, and December 31, 2017 - As Revised, respectively 1,490,000 - 1,490,000 Accrued Interest 1,649,240 - 1,649,240 Accrued Liabilities – Other 10,000 - 10,000 Total Current Liabilities 4,560,803 - 4,560,803 LONG TERM LIABILITIES: Convertible Debentures Payable, less unamortized discounts and debt issuance costs of $458,072 and $4,335,873 at December 31, 2017- Originally, and December 31, 2017 - As Revised, respectively 15,953,768 (3,877,801) (B) 12,075,967 TOTAL LIABILITIES 20,514,571 (3,877,801) 16,636,770 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS’ DEFICIT: Common stock, $.001 par value, 700,000,000 shares authorized; 141,106,061 issued and outstanding at December 31, 2017 141,107 141,107 Additional Paid-In Capital 47,366,814 47,366,814 Accumulated deficit (63,812,413) (63,812,413) Total Stockholders’ Deficit (16,304,492) - (16,304,492) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 4,210,079 $ (3,877,801) $ 332,278 (A) Total Assets decreased in the amount of $3,877,801 as a result of the reclassification of net deferred finance costs (debt issuance costs). (B) Long Term and Total Liabilities decreased in the amount of $3,877,801 as a result of the reclassification of net deferred finance costs (debt issuance costs) as a direct deduction of the amount of the related convertible debt. (C) The revisions related to the implementation of ASU 2015-03 did not have an effect on any previously reported net losses, working capital or stockholders’ deficit. |
Note 4 - Property and Equipment
Note 4 - Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Note 4 - Property and Equipment | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment at December 31, 2018 and 2017 consist of the following: December 31, December 31, 2018 2017 Furniture & fixtures $ 20,000 $ 20,000 Equipment 80,000 80,000 100,000 100,000 Less accumulated depreciation and amortization (100,000) (100,000) $ - $ - Depreciation and amortization was $0 and $18,750 for the years ended December 31, 2018 and 2017, respectively. |
Note 5 - Due to Related Party
Note 5 - Due to Related Party | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Note 5 - Due to Related Party | NOTE 5 – DUE TO RELATED PARTY As of December 31, 2018 and 2017, the Company owed HEP Investments, LLC, a noteholder and significant shareholder of the Company, |
Note 6 - Loan Payable, Related
Note 6 - Loan Payable, Related Parties | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Note 6 - Loan Payable, Related Parties | NOTE 6 – LOAN PAYABLE, RELATED PARTIES Christopher Maggiore As of December 31, 2018 and 2017, Mr. Christopher Maggiore, a director and a significant shareholder of the Company, had cumulative balances of $176,405 and $176,405, respectively. The Company has agreed to pay 11% interest on this loan. During the years ended December 31, 2018 and 2017, the Company recorded interest on this indebtedness of $45,172 and $25,966, respectively. HEP Investments, LLC In addition to amounts owed to HEP Investments, LLC pursuant to Convertible Debt (see Note 7), as of January 1, 2017, the Company owed HEP Investments, LLC $69,574. During the year ended December 31, 2017, HEP Investments, LLC loaned the Company an additional During the year ended December 31, 2018, HEP Investments, LLC loaned the Company $1,751,187 (see Note 7 - Convertible Debt). Pursuant to the terms of our agreement with HEP Investments, LLC, $1,968,801 of these loans were converted to 11% Convertible Secured Promissory Notes, leaving a remaining balance of $0 as of December 31, 2018. |
Note 7 - Convertible Debt
Note 7 - Convertible Debt | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Note 7 - Convertible Debt | NOTE 7 – CONVERTIBLE DEBT HEP Investments, LLC – Related Party On December 2, 2011, the Company and HEP Investments, LLC, a Michigan limited liability company (the “Lender”), entered into the following documents, effective as of December 1, 2011, as amended through May 16, 2018: (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 $20,000,000 (“Note”) (of which $18,350,640 has been advanced as of December 31, 2018), (iii) a Security Agreement, under which the Company granted the Lender a security interest in all of its assets, (iv) issue the Lender warrants to purchase On March 1, 2017, the Company and the Lender entered into the following documents: (i) an Eighth Amendment to the Loan Agreement under During the year ended December 31, 2017, the Company recorded debt discounts, related to $4,000,000 of Notes in the amount of $264,826 to reflect the relative fair value of the related warrants pursuant to “FASB ASC 470-20-30 – Debt with Conversion and Other Options: Beneficial Conversion Features” as a reduction to the carrying amount of the convertible debt and an addition to additional paid- in capital. The relative fair value of the debt discounts of $264,826 were calculated using the Black Scholes pricing model relying on the following assumptions: volatility 175.08 to 176.97%; annual rate of dividends 0%; discount rate 1.63% to 2.09%. The $4,000,000 of Notes are convertible at $.10 per share. The Company is amortizing the debt discount over the term of the debt. Amortization of the debt discounts was $574,716 for the year ended December 31, 2017. On July 14, 2017, the Lender converted $30,000 of the debt into 300,000 shares of the Company’s common stock (at $.10 per share). On July 19, 2017, the Board of Directors approved the issuance to the Lender of a warrant to purchase 50 million shares of common stock at an exercise price of $.10 for a term of two years on the basis of $2.5 million funding through the 11% convertible note (at a conversion price the In an agreement dated July 21, 2017 (“Funding Agreement”) between the Lender and Strome Mezzanine Fund LP (“Participant”), the Participant agreed to fund a total of $1.5 million (“the committed funding”), through the Lender’s 11% convertible note (at a conversion price of $.10). The Company also agreed to a “Right of First Refusal” (ROFR) with the Participant. The Company would give the Participant the ROFR to invest funds into the Company on the same terms and conditions (“Right of Participation”) as negotiated by the Company with a third party, provided that the Right of Participation must be exercised within 10 days. Certain exclusions apply relating to the committed funding from parties unrelated to the Participant. This ROFR terminates on the third (3) anniversary of the Agreement. The Participant has an agreement with the Lender that upon the funding of the Participant’s $1.5 million by November 20, 2017, the Lender would allocate a portion (50%) of the warrant to purchase 50 million shares of common stock at a conversion price of $.10 issued to the Participant on the $2.5 million funding through the 11% convertible note as discussed above. On July 24, 2017 the Lender funded $1,000,000 of the $2.5 million (of which $500,000 is from the Lender and $500,000 is from the Participant). Due to this additional funding, the Company issued to the Lender a $1,000,000, 11% convertible note (at a conversion price of $.10) and warrants to purchase 1,000,000 shares of common stock, at a conversion `price of $.10 for a term of five years. On September 25, 2017 the Lender funded an additional $1,000,000 of the $2.5 million (of which $500,000 is from the Lender and $500,000 is from the Participant). Due to this additional funding, the Company issued to the Lender a $1,000,000, 11% convertible note (at a conversion price of $.10) and warrants to purchase 1,000,000 shares of common stock, at a conversion price of $.10 for a term of five years. On October 18, 2017 the Company, the Lender and Participant entered into an Amended and Restated Registration Rights Agreement (“Amended Agreement”). The Company and the Lender are party to that certain Registration Rights Agreement, dated December 1, 2011 (“Original Agreement”) (filed as Exhibit 10.10 filed with the Company’s 2011 Form 10-K filed on March 30, 2012). In the Funding Agreement (dated July 21, 2017) between the Lender and Participant, the Participant agreed to fund a total of $1.5 million through the Lender’s 11% convertible note (at a conversion price of $.10). On January 31, 2018, the Company and the Lender entered into the following documents, effective as of January 31, 2018: (i) Ninth Amendment to Loan Agreement under which the Lender has agreed to advance up to a total of $17,500,000 to the Company, subject to certain conditions, and (ii) a Tenth Amended and Restated Senior Secured Convertible Promissory Note. The Ninth Amendment to Loan Agreement amends and restates the Eighth Amendment to Loan Agreement, which was entered into with the Lender on March 1, 2017 and disclosed in the Company’s Form 8-K Current Report filed on March 6, 2017. The Tenth Amended and Restated Senior Secured Convertible Promissory Note extends the maturity date for all convertible debt due to HEP Investments to April 1, 2019, including the payment of any interest due and owing at that time. In consideration for extending the maturity date of the Loan to April 1, 2019 in accordance with the Tenth Amended and Restated Senior Convertible Promissory Note, the Company agreed to issue to the Lender warrants to purchase 3,250,000 shares of common stock at an exercise price of $.10 with a term of 5 years. The warrants were valued at $246,496 using the Black Scholes pricing model relying on the following assumptions: volatility 175.81%; annual rate of dividends 0%; discount rate 2.41%. The Company determined that the modification of these Notes was not a substantial modification in accordance with ASC 470-50, “Modifications and Extinguishments.” On April 30, 2018, the Board of Directors approved the issuance to the Lender of a warrant to purchase 50 million shares of common stock at an exercise price of $.10 for a term of five years on the basis of $4 million funding through a combination of sales of common stock and the issuances of 11% convertible notes (at a conversion price of $.10) to HEP Investments. This warrant is in addition to 10% warrant coverage (five-year term) provided to the Lender in connection with investments in convertible debt pursuant to existing agreements. A warrant for 25 million shares of common stock at an exercise price of $.10 for a term of five years was issued on June 6, 2018 as $2 million of the related $4 million funding was complete. A portion of the warrant has a cashless exercise provision. The related issued warrants were valued at $3,116,485 using the Black Scholes pricing model relying on the following assumptions: volatility 175.02%; annual rate of dividends 0%; discount rate 2.77%. The Company recorded $2,039,448 of these costs, which represents the amount attributable to the sale of common stock, as a reduction to additional paid-in-capital and $1,077,037 was recorded as a Debt Issuance Cost on the Company’s Balance Sheet as a direct deduction of 11% convertible notes payable. On May 12, 2018, the Lender converted $30,000 of the debt and $9,231 of accrued interest into 392,310 shares of the Company’s common stock (at $.10 per share). On May 16, 2018, the Company and the Lender, entered into the following documents, effective as of May 16, 2018: (i) Tenth Amendment to Loan Agreement under which the Lender has agreed to advance up to a total of $20,000,000 to the Company, subject to certain conditions, and (ii) an Eleventh Amended and Restated Senior Secured Convertible Promissory Note. The Tenth Amendment to Loan Agreement amends and restates the Ninth Amendment to Loan Agreement, which was entered into with the Lender on January 31, 2018 and disclosed in the Company’s Form 8-K Current Report filed on May 18, 2018. The Eleventh Amended and Restated Senior Secured Convertible Promissory Note increased amount that the Lender can advance to $20,000,000. In consideration for increasing the advance amount to $20,000,000 in accordance with the Eleventh Amended and Restated Senior Convertible Promissory Note, the Company agreed to issue to the Lender warrants to purchase 5,000,000 shares of common stock at an exercise price of $.10 with a term of 5 years. The warrants were valued at $476,464 using the Black Scholes pricing model relying on the following assumptions: volatility 174.80%; annual rate of dividends 0%; discount rate 2.94%. The Company determined that the modification of these Notes was not a substantial modification in accordance with ASC 470-50, “Modifications and Extinguishments.” On June 6, 2018 the Lender and Strome Mezzanine Fund LP and Strome Alpha Fund LP (“Participant”) entered into the First Amended and Restated Participation Agreement (amending the June 17, 2017 agreement) whereby the Participant agreed to fund a total of $691,187 (“the committed funding”), through the Lender’s 11% convertible note (at a conversion price of $.10). The Company also agreed to a “Right of First Refusal” (ROFR) with the Participant. The Company would give the Participant the ROFR to invest funds into the Company on the same terms and conditions (“Right of Participation”) as negotiated by the Company with a third party, provided that the Right of Participation must be exercised within 10 days. Certain exclusions apply relating to the committed funding from parties unrelated to the Participant. This ROFR terminates on the third (3) anniversary of the Agreement. The Participant has an agreement with the Lender and the Company, that upon the funding of the Participant’s full $2 million ($1,308,813 though the purchase of common stock from the Company and $691,187 through the purchase of HEP Investments’ 11% convertible note (at a conversion price of $.10)), a warrant for 25 million shares of common stock at an exercise price of $.10 for a term of five years would be allocated from the warrant for 50 million shares of common stock authorized in the April 30, 2018 Board of Directors Resolution. The total funding of $2 million was achieved on June 6, 2018. During the year ended December 31, 2018, the Company recorded debt discounts, related to $1,968,801 of Notes in the amount of $819,854 to reflect the relative fair value of the related warrants pursuant to “FASB ASC 470-20-30 – Debt with Conversion and Other Options: Beneficial Conversion Features” (ASC 470-20) as a reduction to the carrying amount of the convertible debt and an addition to additional paid-in capital. In accordance with ASC 470-20, the Company valued the beneficial conversion feature and recorded the amount of $613,758 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 $206,096 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. The relative fair value of the debt discounts of $206,096 were calculated using the Black Scholes pricing model relying on the following assumptions: volatility 174.59 to 180.14%; annual rate of dividends 0%; discount rate 2.09% to 3.04% The Company is amortizing the debt discount over the term of the debt. Amortization of the debt discounts were $903,317 for the year ended December 31, 2018. As of December 31, 2018, the total shares of common stock, if the Lender converted the complete $18,350,640 of convertible debt and the related accrued interest of $3,239,144, would be 215,897,843 shares, not including any future interest charges which may be converted into common stock. The Company has agreed to pay a closing fee of 9% in connection with the Loan transaction (as funding levels are achieved), consisting of 5.4% in cash and 3.6% paid in shares of common stock valued at various amounts based on the timing of the funding and the related stock price. In one instance, the Lender has agreed to a reduced closing fee based on the involvement of the Investment Banker (Note 9 – Commitments and Contingencies: Investment Banking, M&A and Corporate Advisory Agreement). Paulson Investment Company, LLC - Related Debt On August 24, 2016, the Company entered into a Placement Agent Agreement with Paulson Investment Company, LLC (Paulson). The agreement pari passu On September 24, 2018, one New Lender converted $300,000 of the debt and $64,280 of accrued interest into 3,642,800 shares of the Company’s common stock (at $.10 per share). The Other Debt In Convertible debt consists of the following: December 31, December 31, 2018 2017 (Revised) 1% Convertible notes payable, due January 2019 $ 240,000 $ 240,000 11% Convertible note payable – HEP Investments, LLC, a related party, net of unamortized discount and debt issuance costs of $1,562,425 and $4,335,873, respectively, due April 1, 2019 (September 30, 2018 at December 31, 2017) 16,788,215 12,075,967 11% Convertible note payable – New Lenders; placed by Paulson, due at various dates ranging from September 2018 to October 2019 950,000 1,250,000 17,978,215 13,565,967 Less: Current portion 17,978,215 1,490,000 Long term portion $ - $ 12,075,967 As of December 31, 2018, the reductions to Notes Payable of $1,562,425 consisted of, unamortized discounts of $374,608 and debt issuance costs of $1,187,817. As of December 31, 2017, the reductions of Notes Payable of $4,335,873 consisted of unamortized discounts of $458,072 and debt issuance costs of $3,877,801. Amortization of debt discounts was $903,317 and $574,716 for the year ended December 31, 2018 and 2017, respectively. |
Note 8 - Stockholders' Deficit
Note 8 - Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Note 8 - Stockholders' Deficit | NOTE 8 - STOCKHOLDERS’ DEFICIENCY Recapitalization On November 8, 2017, the shareholders of the Company voted for approval and adoption of an amendment to the Articles Board of Directors fees On On September 28, 2018, the board of directors granted to each of its five (5) Directors warrants to purchase 500,000 shares of common stock at an exercise price of $.14 per share. The 2,500,000 warrants have a term of five years and vest immediately. The warrants were valued at $384,065 using the Black Scholes pricing model relying on the following assumptions: volatility 178.54%; annual rate of dividends 0%; discount rate 2.96%. In addition, each director is entitled to receive $10,000 for each annual term served. The Company recorded directors’ fees of $424,065 and $206,668 for the years ended December 31, 2018 and 2017, respectively, representing the cash fees and the value of the vested warrants described above. Stock Based Compensation On April 20, 2017, the Company entered into a Limited License Agreement (“License Agreement”) with NutriQuest, LLC (“NutriQuest”), as disclosed in a Form 8-K filed on April 26, 2017. Pursuant to the License Agreement, the Company issued NutriQuest warrants to purchase 687,227 shares of common stock valued at $39,189 using the Black Scholes pricing model relying on the following assumptions: volatility 175.75%; annual rate of dividends 0%; discount rate 1.78%. The warrants are exercisable at $.08 per share and expire five (5) years from the date of issuance. The License Agreement provides that the Company is obligated to pay a termination fee to NutriQuest if the parties are unable to agree upon quality and volume delivered standards. During the year ended December 31, 2017, the Company issued warrants to purchase 67,600,000 shares of common stock. In the first quarter, the Company issued warrants to purchase 500,000 shares of common stock at an exercise price of $.10 with a term of 5 years pursuant to an agreement as a financial consultant. The warrants were valued at $33,148 using the Black Scholes pricing model relying on the following assumptions: volatility 175.05%; annual rate of dividends 0%; discount rate 1.87%. In the third quarter, the Company issued warrants to purchase 16,250,000 shares of common stock at an exercise price of $.06 to $.07 with a term of 5 years pursuant to agreements with financial consultants. The warrants were valued at $923,430 using the Black Scholes pricing model relying on the following assumptions: volatility 175.61% to 175.58%; annual rate of dividends 0%; discount rate 1.63% to 1.79%. Also, in the third quarter, the Company issued warrants to purchase 250,000 shares of common stock at an at an exercise price of $.07 with a term of 5 years pursuant to an agreement with a research consultant. The warrants were valued at $16,667 using the Black Scholes pricing model relying on the following assumptions: volatility 175.61%; annual rate of dividends 0%; discount rate 1.63%. During the quarter ended December 31, 2017, the Company issued warrants to HEP Investments LLC (a related party) to purchase 50,000,000 shares of common stock at an exercise price of $.10 with a term of 5 years pursuant to an approval of the board of directors relating to the additional funding of $2.5 million through the 11% convertible note. See Note 7 - Convertible Debt. The warrants were valued at $4,274,761 using the Black Scholes pricing model relying on the following assumptions: volatility 175.10%; annual rate of dividends 0%; discount rate 2.09%. Also, in the fourth quarter, the Company issued warrants to purchase 600,000 shares of common stock at an exercise price of $.10 with a term of 5 years pursuant to an agreement as a financial consultant. The warrants were valued at $57,212 using the Black Scholes pricing model relying on the following assumptions: volatility 176.09%; annual rate of dividends 0%; discount rate 2.11%. During the year ended December 31, 2018, pursuant to Board of Directors authorization, the Company issued warrants to purchase 56,334,081 shares of common stock. In the first quarter, the Company issued warrants to purchase 2,326,504 shares of common stock at an exercise price of $.11 with a term of 5 years to an investment banker. The warrants were valued at $245,040 using the Black Scholes pricing model relying on the following assumptions: volatility 177.09%; annual rate of dividends 0%; discount rate 2.69%. In the second quarter, the Company issued warrants to HEP Investments LLC (a related party) to purchase 25,000,000 shares of common stock at an exercise price of $.10 with a term of 5 years pursuant to an approval of the board of directors relating to the additional funding of $2 million through a combination of sales of common stock and the issuances of 11% convertible notes (at a conversion price of $.10) to HEP Investments through the 11% convertible note. See Note 7 - Convertible Debt. The warrants were valued at $4,274,761 using the Black Scholes pricing model relying on the following assumptions: volatility 175.10%; annual rate of dividends 0%; discount rate 2.09%. Further, the Company issued warrants to purchase 1,000,000 shares of common stock at an exercise price of $.11 with a term of 5 years to a consultant (Executive Director of Asia Operations – see Note 10 – Related Party Transactions). The warrants were valued at $163,798 using the Black Scholes pricing model relying on the following assumptions: volatility 176.10%; annual rate of dividends 0%; discount rate 2.77%. In the fourth quarter, the Company issued warrants to HEP Investments LLC (a related party) to purchase 25,000,000 shares of common stock at an exercise price of $.10 with a term of 5 years pursuant to an approval of the board of directors relating to the additional funding of $2 million through a combination of sales of common stock and the issuances of 11% convertible notes (at a conversion price of $.10) to HEP Investments through the 11% convertible note. See Note 7 - Convertible Debt. The warrants were valued at $3,377,387 using the Black Scholes pricing model relying on the following assumptions: volatility 179.73%; annual rate of dividends 0%; discount rate 2.65%. Also in the fourth quarter, the Company issued warrants to purchase 3,007,577 shares of common stock at an exercise price of $.13 with a term of 5 years to an investment banker. The warrants were valued at $374,511 using the Black Scholes pricing model relying on the following assumptions: volatility 180.13%; annual rate of dividends 0%; discount rate 2.65%. Stock Issuances During the year ended December 31, 2017, in connection with the issuance of $4,000,000 in principal of 11% Convertible Debenture the Company issued to HEP Investments 1,935,714 shares of common stock valued at $144,000 and a five-year warrant to purchase 4,000,000 shares of common stock at an exercise price of $.10 per share. The Company also issued 250,000 shares of common stock valued at $22,500 as discussed in Note 10 - Settlement of Litigation – Related Party. During the year ended December 31, 2018, in connection with the issuance of $1,968,800 in principal of 11% Convertible Debenture the Company issued to HEP Investments 552,672 shares of common stock valued at $64,397 and various five-year warrant(s) to purchase 1,543,801 shares of common stock at an exercise price of $.10 per share (see Note 7 – Convertible Debt). In addition, the Company received proceeds of $3,433,813 from the issuance of 34,338,129 shares of common stock. Executive Compensation As compensation for serving as Chief Financial Officer, the Company, quarterly, will issue warrants to purchase 50,000 shares of common stock to Philip M. Rice at the prevailing market price with a term of 5 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 March 31, 2017, the Company issued the CFO warrants to purchase 50,000 shares of common stock at $.08. The warrants were valued at $3,317 using the Black Scholes pricing model relying on the following assumptions: volatility 175.53%; annual rate of dividends 0%; discount rate 1.93%. On May 12, 2017, the Company issued the CFO warrants to purchase 50,000 shares of common stock at $.09. The warrants were valued at $4,283 using the Black Scholes pricing model relying on the following assumptions: volatility 176.74%; annual rate of dividends 0%; discount rate 1.93%. On August 11, 2017, the Company issued the CFO warrants to purchase 50,000 shares of common stock at $.06. The warrants were valued at $2,863 using the Black Scholes pricing model relying on the following assumptions: volatility 177.01%; annual rate of dividends 0%; discount rate 1.74%. On October 19, 2017, the Company issued warrants to purchase 50,000 shares of common stock at $.09. The warrants were valued at $4,290 using the Black Scholes pricing model relying on the following assumptions: volatility 176.02%; annual rate of dividends 0%; discount rate 1.98%. On February 21, 2018, the Company issued the CFO warrants to purchase 50,000 shares of common stock at $.11. The warrants were valued at $5,255 using the Black Scholes pricing model relying on the following assumptions: volatility 177.09%; annual rate of dividends 0%; discount rate 2.69%. On April 23, 2018, the Company issued the CFO warrants to purchase 50,000 shares of common stock at $.10. The warrants were valued at $4,762 using the Black Scholes pricing model relying on the following assumptions: volatility 174.51%; annual rate of dividends 0%; discount rate 2.83%. On August 14, 2018, the Company issued the CFO warrants to purchase 50,000 shares of common stock at $.12. The warrants were valued at $5,737 using the Black Scholes pricing model relying on the following assumptions: volatility 177.70%; annual rate of dividends 0%; discount rate 2.77%. On November 14, 2018, the Company issued the CFO warrants to purchase 50,000 shares of common stock at $.14. The warrants were valued at $7,695 using the Black Scholes pricing model relying on the following assumptions: volatility 180.26%; annual rate of dividends 0%; discount rate 2.95%. On November 8, 2017, the board of directors granted to Andrew Dahl, CEO warrants to purchase 10,000,000 shares of common stock at an exercise price of $.08 per share. The warrants have a term of five years and vest immediately. The warrants were valued at $762,649 using the Black Scholes pricing model relying on the following assumptions: volatility 176.02%; annual rate of dividends 0%; discount rate 1.99%. .99%. On November 8, 2017, the board of directors granted to Philip Rice, CFO, warrants to purchase 6,000,000 shares of common stock at an exercise price of $.08 per share. The warrants have a term of five years and vest immediately. The warrants were valued at $457,589 using the Black Scholes pricing model relying on the following assumptions: volatility 176.02%; annual rate of dividends 0%; discount rate 1.99%. During the year ended December 31, 2018, the Company issued the following warrants pursuant to offers of employment with three employees: 1) to purchase 500,000 shares of common stock at an exercise price of $.10 with a term of 5 years (these warrants were valued at $33,045 using the Black Scholes pricing model relying on the following assumptions: volatility 175.59%; annual rate of dividends 0%; discount rate 2.36%); 2) to purchase 500,000 shares of common stock at an exercise price of $.11 with a term of 5 years (these warrants were valued at $81,897 using the Black Scholes pricing model relying on the following assumptions: volatility 176.04%; annual rate of dividends 0%; discount rate 2.81%); and 3) to purchase 1,000,000 shares of common stock at an exercise price of $.11 with a term of 5 years (these warrants were valued at $163,798 using the Black Scholes pricing model relying on the following assumptions: volatility 176.10%; annual rate of dividends 0%; discount rate 2.77%). These warrants will vest one year from issuance (June 19, 2019) (the Company has recorded $87,508 as stock-based compensation during the year ended December 31, 2018, the remaining cost will be amortized over the course of the vesting period). Common Stock Warrants A summary of the status of the Company’s warrants is presented below. December 31, 2018 December 31, 2017 Number of Warrants Weighted Average Exercise Price Number of Warrants Weighted Average Exercise Price Outstanding, beginning of year 119,301,754 $ 0.09 32,071,901 $ 0.10 Issued 74,377,862 0.10 88,737,227 0.09 Exercised - - - - Cancelled - - - - Expired (1,530,660) 0.26 (1,507,374) 0.17 Outstanding, end of period 192,148,956 $ 0.09 119,301,754 $ 0.09 Warrants outstanding and exercisable by price range as of December 31, 2018 were as follows: Outstanding Warrants Exercisable Warrants Average Weighted Weighted Remaining Average Range of Number Contractual Life in Years Exercise Price Number Exercise Price $ 0.05 1,250,000 2.70 $ 0.05 1,250,000 $ 0.05 0.06 16,050,000 3.59 0.06 16,050,000 0.06 0.07 3,000,000 3.70 0.07 3,000,000 0.07 0.08 34,612,227 2.99 0.08 34,612,227 0.08 0.09 775,000 2.53 0.09 775,000 0.09 0.10 126,747,505 4.13 0.10 126,277,642 0.10 0.11 2,550,000 4.42 0.11 2,550,000 0.11 0.12 100,000 3.12 0.12 100,000 0.12 0.13 3,007,557 5.00 0.13 3,007,557 0.13 0.14 2,600,000 4.67 0.14 2,600,000 0.14 0.15 1,356,667 0.70 0.15 1,356,667 0.15 0.17 50,000 0.25 0.17 50,000 0.17 0.19 50,000 0.37 0.19 50,000 0.19 192,148,956 4.34 191,679,093 $ 0.09 |
Note 9 - Commitments and Contin
Note 9 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Note 9 - Commitments and Contingencies | NOTE 9- 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 Investment Banking, M&A and Corporate Advisory Agreement On January 17, 2017 the Company entered into a one-year agreement with an Investment Banking, Merger and Acquisition (M&A) and Corporate Advisory firm. Pursuant to the terms of the agreement, if the Company did not terminate the engagement prior to April 18, 2017, it was required to issue 1,875,000 shares of its common stock. As of April 18, 2017, the Company had not terminated the agreement and therefore became obligated to issue the aforementioned shares. The Company recorded the expense in Professional Fees and Consulting Expenses in the amount of $131,250 on its Consolidated Statement of Operations for the year ended December 31, 2017. In addition to the contract fee, the Company could potentially be required to be obligated to pay an 8% M&A transaction fee (as defined in the Agreement) payable in shares of the Company’s common stock (reduced by the value of the previously issued shares). On January 17, 2018, this agreement expired with no additional costs to the Company. On February 21, 2018 the Company entered into a one-year agreement with an Investment Banking, Merger and Acquisition (M&A) and Corporate Advisory firm (“Firm”). Pursuant to the terms of the agreement, issued a warrant to purchase 2,326,504 shares of common stock at an exercise price of $.10 for a term of five years. The warrants were valued at $245,040 using the Black Scholes pricing model relying on the following assumptions: volatility 177.09%; annual rate of dividends 0%; discount rate 2.69%. In addition to the contract fee, the Company could potentially be obligated to pay up to an 8% M&A transaction fee (as defined in the Agreement) plus a warrant to purchase shares of common stock equal to between 0.5% and 1.0%. As of December 31, 2018, the Company issued warrants to purchase 3,007,132 shares of common stock at an exercise price of $.13 with a term of 5 years to an investment banker. The warrants were valued at $374,511 using the Black Scholes pricing model relying on the following assumptions: volatility 180.13%; annual rate of dividends 0%; discount rate 2.65%. As a result of this issuance, any further potential obligation to pay a M&A transaction fee relating to warrants to purchase shares of common stock would be equal to 0.5% of the post financing fully shares outstanding at an exercise price equal to the valuation / share price of the financing (see Note 8 – Stockholders’ Deficiency). Change of Control Provisions Effective as of December 31, 2018, the Board of Directors extended to December 31, 2019 the Change in Control Agreements (the “Agreements”) Legal Contingencies We may become a party to litigation in the normal course of business. In the opinion of management, there are no legal matters involving us that would have a material adverse effect upon our financial condition, results of operation or cash flows. |
Note 10 - Related Party Transac
Note 10 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Note 10 - Related Party Transactions | NOTE 10 - RELATED PARTY TRANSACTIONS Due to Related Party See Note 5 Due to Related Party for disclosure of payable to related Party. Loan Payable – Related Party See Note 6 Loan Payable – Related Parties for disclosure of loans payable to related Parties Executive Compensation See Note 8 – Stockholders’ Deficit for disclosure of warrants to purchase 1,000,000 shares of common stock at an exercise price of $.11 with a term of 5 years to the Executive Director of Asia Operations (a consultant). The Executive Director of Asia Operations is the spouse of the Chief Financial Officer. The Executive Director of Asia Operations is contracted on a month to month basis. See Note 8 – Stockholder’ Deficiency for disclosure of compensation to the Chief Executive Officer and Chief Financial Officer. Employment Agreement See Note 9 – Commitments and Contingencies for disclosure of the Employment Agreement with the Chief Executive Officer. |
Income Tax Disclosure
Income Tax Disclosure | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Income Tax Disclosure | NOTE 11 - INCOME TAXES At December 31, 2017 the Company had available net-operating loss carry-forwards for Federal tax purposes of approximately $62,937,000, which may be applied against future taxable income, if any, at various dates from 2018 through 2038. Certain significant changes in ownership of the Company may restrict the future utilization of these tax loss carry-forwards. At December 31, 2018 the Company had a deferred tax asset of approximately $16,993,000 representing the benefit of its net operating loss carry-forwards. The Company has not recognized the tax benefit because realization of the tax benefit is uncertain and thus a valuation allowance has been fully provided against the deferred tax asset. The difference between the Federal and State Statutory Rate of 27% and the CompanyÂ’s effective tax rate of 0% is due to an increase in the valuation allowance of approximately $4,848,000 in 2018. |
Note 3 - Summary of Significa_2
Note 3 - Summary of Significant Accounting Policies: Principles of Consolidation (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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., WellMetrix, LLC, and Zivo Biologic, Inc. All significant intercompany transactions and accounts have been eliminated in consolidation. |
Note 3 - Summary of Significa_3
Note 3 - Summary of Significant Accounting Policies: Accounting Estimates (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Accounting Estimates | Accounting Estimates The CompanyÂ’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. |
Note 3 - Summary of Significa_4
Note 3 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
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. The Company maintains cash and cash equivalents balances at financial institutions and are insured by the Federal Deposit Insurance Corporation up to $250,000. At times, balances in certain bank accounts may exceed the FDIC insured limits. Cash equivalents consist of highly liquid investments with an original maturity of three months or less when purchased. At December 31, 2018, the Company did not have any cash equivalents. |
Note 3 - Summary of Significa_5
Note 3 - Summary of Significant Accounting Policies: Property and Equipment (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Property and Equipment | Property and Equipment Property and equipment consist of furniture and office equipment, 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, |
Note 3 - Summary of Significa_6
Note 3 - Summary of Significant Accounting Policies: Debt Issuance Costs (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Debt Issuance Costs | Debt Issuance Costs The Company follows authoritative guidance for accounting for financing costs (as amended) 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. Debt Issuance Costs are reported on the balance sheet as a direct deduction from the face amount of the related notes. Amortization of debt issuance costs amounted to $5,093,001 and $690,079 and are included in Interest Expense and Interest Expense - Related Parties on the Consolidated Statements of Operations for the years ended December 31, 2018 and 2017, respectively. Unamortized Debt Issuance Costs in the amounts of $1,187,817 and $3,877,801 are netted against Convertible Notes Payable on the Consolidated Balance Sheets presented in these financial statements as of December 31, 2018 and 2017, respectively. |
Note 3 - Summary of Significa_7
Note 3 - Summary of Significant Accounting Policies: Revenue Recognition (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Revenue Recognition | Revenue Recognition We will recognize net product revenue when the earnings process is complete and the risks and rewards of product ownership have transferred to our customers, as evidenced by the existence of an agreement, delivery having occurred, pricing being deemed fixed, and collection being considered probable. We record pricing allowances, including discounts based on contractual arrangements with customers, when we recognize revenue as a reduction to both accounts receivable and net revenue. |
Note 3 - Summary of Significa_8
Note 3 - Summary of Significant Accounting Policies: Shipping and Handling Costs (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling costs are expensed as incurred. For the years ended December 31, 2018 and 2017 no shipping and handling costs were incurred. |
Note 3 - Summary of Significa_9
Note 3 - Summary of Significant Accounting Policies: Research and Development (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Research and Development | Research and Development Research and development costs are expensed as incurred. The majority of the CompanyÂ’s research and development costs consist of clinical study expenses. These consist of fees, charges, and related expenses incurred in the conduct of clinical studies conducted with Company products by independent outside contractors. External clinical studies expenses were $2,814,991 and $2,381,222 for the years ended December 31, 2018 and 2017, respectively. |
Note 3 - Summary of Signific_10
Note 3 - Summary of Significant Accounting Policies: Income Taxes (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Income Taxes | Income Taxes The Company follows the authoritative guidance for accounting for income taxes. Deferred income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. The tax effects of temporary differences that gave rise to the deferred tax assets and deferred tax liabilities at December 31, 2018 and 2017 We have adjusted Deferred Tax Assets and Liabilities in accordance with the December 22, 2017 enactment of the U.S. Tax Cuts and Jobs Act. (See Note 11 – Income Taxes). |
Note 3 - Summary of Signific_11
Note 3 - Summary of Significant Accounting Policies: Stock Based Compensation (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Stock Based Compensation | Stock Based Compensation We account for stock-based compensation in accordance with FASB ASC 718, Compensation – Stock Compensation. During 2018 and 2017, warrants were granted to employees, directors and consultants of the Company. As a result of these grants, the Company recorded compensation expense of $1,393,313 and $2,487,779 during the years ended December 31, 2018 and 2017 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: Year Ended December 31, 2018 2017 Expected volatility 176.10% to 180.13% 175.05% to 177.58% Expected dividends 0% 0% Expected term 5 years 5 years Risk free rate 2.65% to 2.96% 1.63% to 2.11% 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 |
Note 3 - Summary of Signific_12
Note 3 - Summary of Significant Accounting Policies: Loss Per Share (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Loss Per Share | Income (Loss) Per Share Basic loss per share is computed by dividing the CompanyÂ’s net loss by the weighted average number of common shares outstanding during |
Note 3 - Summary of Signific_13
Note 3 - Summary of Significant Accounting Policies: Advertising Costs (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Advertising Costs | Advertising Costs Advertising costs are charged to operations when incurred. There were no Advertising Costs during the years 2018 and 2017. |
Note 3 - Summary of Signific_14
Note 3 - Summary of Significant Accounting Policies: Concentrations of Credit Risk (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
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 |
Note 3 - Summary of Signific_15
Note 3 - Summary of Significant Accounting Policies: Reclassifications (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Reclassifications | Reclassifications Certain items in these consolidated financial statements have been reclassified to conform to the current period presentation. |
Note 3 - Summary of Signific_16
Note 3 - Summary of Significant Accounting Policies: Future Impact of Recently Issued Accounting Standards (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
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. In February 2016, the FASB issued ASU No. 2016-02, Leases, to require lessees to recognize all leases, with certain exceptions, on the balance sheet, while recognition on the statement of operations will remain similar to current lease accounting. The ASU also eliminates real estate-specific provisions and modifies certain aspects of lessor accounting. The ASU is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. We currently expect to adopt the ASU on January 1, 2019. We will be required to recognize and measure leases existing at, or entered into after, the beginning of the earliest comparative period presented using a modified retrospective approach, with certain practical expedients available. We intend to elect the available practical expedients upon adoption. Upon adoption, we expect the consolidated balance sheet to include a right of use asset and liability related to substantially all of our lease arrangements. We are continuing to assess the impact of adopting the ASU on our financial position, results of operations and related disclosures and have not yet concluded whether the effect on the consolidated financial statements will be material. 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. |
Note 3 - Summary of Signific_17
Note 3 - Summary of Significant Accounting Policies: Implementation of ASU 2015-03 (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Implementation of ASU 2015-03 | Implementation of ASU 2015-03 The FASB has issued Accounting Standards Update (ASU) No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” as part of its simplification initiative. The ASU changes the presentation of debt issuance costs in financial statements. Under the ASU, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. For public business entities, the guidance in the ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Although the Company adopted ASU-2015-03 in the first quarter of 2016, the Company discovered during the quarter ended June 30, 2018 that ASU-2015-03 was improperly implemented as it pertains to the classification of deferred finance costs (debt issuance costs) on its balance sheet. The balance sheet below illustrates the presentation of the December 31, 2017 balance sheet as if ASU 2015-03 had been implemented properly: As Originally Reported December 31, 2017 Effect of Change December 31, 2017 As Revised December 31, 2017 ASSETS CURRENT ASSETS: Cash $ 317,135 $ - $ 317,135 Prepaid Expenses 15,143 - 15,143 Total Current Assets 332,278 - 332,278 PROPERTY AND EQUIPMENT, NET - OTHER ASSETS Deferred Finance Costs, net 3,877,801 (3,877,801) (A) - TOTAL ASSETS 4,210,079 (3,877,801) 332,278 LIABILITIES AND STOCKHOLDERS’ DEFICIT CURRENT LIABILITIES: Accounts Payable $ 541,710 $ - $ 541,710 Due to Related Party 475,834 - 475,834 Loans Payable, Related Parties 394,019 - 394,019 Convertible Debentures Payable, less unamortized discounts and debt issuance costs of $0 and $0 at December 31, 2017- Originally, and December 31, 2017 - As Revised, respectively 1,490,000 - 1,490,000 Accrued Interest 1,649,240 - 1,649,240 Accrued Liabilities – Other 10,000 - 10,000 Total Current Liabilities 4,560,803 - 4,560,803 LONG TERM LIABILITIES: Convertible Debentures Payable, less unamortized discounts and debt issuance costs of $458,072 and $4,335,873 at December 31, 2017- Originally, and December 31, 2017 - As Revised, respectively 15,953,768 (3,877,801) (B) 12,075,967 TOTAL LIABILITIES 20,514,571 (3,877,801) 16,636,770 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS’ DEFICIT: Common stock, $.001 par value, 700,000,000 shares authorized; 141,106,061 issued and outstanding at December 31, 2017 141,107 141,107 Additional Paid-In Capital 47,366,814 47,366,814 Accumulated deficit (63,812,413) (63,812,413) Total Stockholders’ Deficit (16,304,492) - (16,304,492) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 4,210,079 $ (3,877,801) $ 332,278 (A) Total Assets decreased in the amount of $3,877,801 as a result of the reclassification of net deferred finance costs (debt issuance costs). (B) Long Term and Total Liabilities decreased in the amount of $3,877,801 as a result of the reclassification of net deferred finance costs (debt issuance costs) as a direct deduction of the amount of the related convertible debt. (C) The revisions related to the implementation of ASU 2015-03 did not have an effect on any previously reported net losses, working capital or stockholders’ deficit. |
Note 3 - Summary of Signific_18
Note 3 - Summary of Significant Accounting Policies: Stock Based Compensation: Schedule of Fair Value of Warrants (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Fair Value of Warrants | 2018 2017 Expected volatility 176.10% to 180.13% 175.05% to 177.58% Expected dividends 0% 0% Expected term 5 years 5 years Risk free rate 2.65% to 2.96% 1.63% to 2.11% |
Note 3 - Summary of Signific_19
Note 3 - Summary of Significant Accounting Policies: Implementation of ASU 2015-03: Balance Sheet as if ASU 2015-03 had been implemented properly (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Balance Sheet as if ASU 2015-03 had been implemented properly | As Originally Reported December 31, 2017 Effect of Change December 31, 2017 As Revised December 31, 2017 ASSETS CURRENT ASSETS: Cash $ 317,135 $ - $ 317,135 Prepaid Expenses 15,143 - 15,143 Total Current Assets 332,278 - 332,278 PROPERTY AND EQUIPMENT, NET - OTHER ASSETS Deferred Finance Costs, net 3,877,801 (3,877,801) (A) - TOTAL ASSETS 4,210,079 (3,877,801) 332,278 LIABILITIES AND STOCKHOLDERS’ DEFICIT CURRENT LIABILITIES: Accounts Payable $ 541,710 $ - $ 541,710 Due to Related Party 475,834 - 475,834 Loans Payable, Related Parties 394,019 - 394,019 Convertible Debentures Payable, less unamortized discounts and debt issuance costs of $0 and $0 at December 31, 2017- Originally, and December 31, 2017 - As Revised, respectively 1,490,000 - 1,490,000 Accrued Interest 1,649,240 - 1,649,240 Accrued Liabilities – Other 10,000 - 10,000 Total Current Liabilities 4,560,803 - 4,560,803 LONG TERM LIABILITIES: Convertible Debentures Payable, less unamortized discounts and debt issuance costs of $458,072 and $4,335,873 at December 31, 2017- Originally, and December 31, 2017 - As Revised, respectively 15,953,768 (3,877,801) (B) 12,075,967 TOTAL LIABILITIES 20,514,571 (3,877,801) 16,636,770 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS’ DEFICIT: Common stock, $.001 par value, 700,000,000 shares authorized; 141,106,061 issued and outstanding at December 31, 2017 141,107 141,107 Additional Paid-In Capital 47,366,814 47,366,814 Accumulated deficit (63,812,413) (63,812,413) Total Stockholders’ Deficit (16,304,492) - (16,304,492) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 4,210,079 $ (3,877,801) $ 332,278 (A) Total Assets decreased in the amount of $3,877,801 as a result of the reclassification of net deferred finance costs (debt issuance costs). (B) Long Term and Total Liabilities decreased in the amount of $3,877,801 as a result of the reclassification of net deferred finance costs (debt issuance costs) as a direct deduction of the amount of the related convertible debt. (C) The revisions related to the implementation of ASU 2015-03 did not have an effect on any previously reported net losses, working capital or stockholders’ deficit. |
Note 4 - Property and Equipme_2
Note 4 - Property and Equipment: Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Property, Plant and Equipment | December 31, December 31, 2018 2017 Furniture & fixtures $ 20,000 $ 20,000 Equipment 80,000 80,000 100,000 100,000 Less accumulated depreciation and amortization (100,000) (100,000) $ - $ - |
Note 7 - Convertible Debt_ Sche
Note 7 - Convertible Debt: Schedule of Convertible Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Convertible Debt | Convertible debt consists of the following: December 31, December 31, 2018 2017 (Revised) 1% Convertible notes payable, due January 2019 $ 240,000 $ 240,000 11% Convertible note payable – HEP Investments, LLC, a related party, net of unamortized discount and debt issuance costs of $1,562,425 and $4,335,873, respectively, due April 1, 2019 (September 30, 2018 at December 31, 2017) 16,788,215 12,075,967 11% Convertible note payable – New Lenders; placed by Paulson, due at various dates ranging from September 2018 to October 2019 950,000 1,250,000 17,978,215 13,565,967 Less: Current portion 17,978,215 1,490,000 Long term portion $ - $ 12,075,967 |
Note 8 - Stockholders' Deficit_
Note 8 - Stockholders' Deficit: Schedule of Status of Warrants (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Status of Warrants | December 31, 2018 December 31, 2017 Number of Warrants Weighted Average Exercise Price Number of Warrants Weighted Average Exercise Price Outstanding, beginning of year 119,301,754 $ 0.09 32,071,901 $ 0.10 Issued 74,377,862 0.10 88,737,227 0.09 Exercised - - - - Cancelled - - - - Expired (1,530,660) 0.26 (1,507,374) 0.17 Outstanding, end of period 192,148,956 $ 0.09 119,301,754 $ 0.09 |
Note 8 - Stockholders' Defici_2
Note 8 - Stockholders' Deficit: Schedule of Warrants outstanding and exercisable by price range (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Warrants outstanding and exercisable by price range | Outstanding Warrants Exercisable Warrants Average Weighted Weighted Remaining Average Range of Number Contractual Life in Years Exercise Price Number Exercise Price $ 0.05 1,250,000 2.70 $ 0.05 1,250,000 $ 0.05 0.06 16,050,000 3.59 0.06 16,050,000 0.06 0.07 3,000,000 3.70 0.07 3,000,000 0.07 0.08 34,612,227 2.99 0.08 34,612,227 0.08 0.09 775,000 2.53 0.09 775,000 0.09 0.10 126,747,505 4.13 0.10 126,277,642 0.10 0.11 2,550,000 4.42 0.11 2,550,000 0.11 0.12 100,000 3.12 0.12 100,000 0.12 0.13 3,007,557 5.00 0.13 3,007,557 0.13 0.14 2,600,000 4.67 0.14 2,600,000 0.14 0.15 1,356,667 0.70 0.15 1,356,667 0.15 0.17 50,000 0.25 0.17 50,000 0.17 0.19 50,000 0.37 0.19 50,000 0.19 192,148,956 4.34 191,679,093 $ 0.09 |
Note 2 - Basis of Presentation
Note 2 - Basis of Presentation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
NET LOSS | $ (14,635,367) | $ (10,038,374) |
Working capital deficiency | 22,282,117 | |
Accumulated Stockholders' Equity (Deficit) | $ 22,282,117 |
Note 3 - Summary of Signific_20
Note 3 - Summary of Significant Accounting Policies: Debt Issuance Costs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Amortization of deferred financing costs | $ 5,093,001 | $ 690,079 |
Note 3 - Summary of Signific_21
Note 3 - Summary of Significant Accounting Policies: Stock Based Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Allocated Share-based Compensation Expense | $ 1,393,313 | $ 2,487,779 |
Note 3 - Summary of Signific_22
Note 3 - Summary of Significant Accounting Policies: Stock Based Compensation: Schedule of Fair Value of Warrants (Details) | 12 Months Ended | |
Dec. 31, 2018$ / shares | Dec. 31, 2017 | |
Details | ||
Expected volatility | 1.7610 | 1.7505 |
Expected dividends | $ 0 | |
Expected term | 5 years | |
Risk free rate | 0.0265 |
Note 3 - Summary of Signific_23
Note 3 - Summary of Significant Accounting Policies: Loss Per Share (Details) - shares | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
Potentially dilutive securities, Common shares from convertible debentures | 232,333,598 | 196,097,025 |
Potentially dilutive securities, Common shares from outstanding warrants | 192,148,956 | 119,301,754 |
Note 3 - Summary of Signific_24
Note 3 - Summary of Significant Accounting Policies: Advertising Costs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Advertising Expense | $ 0 | $ 0 |
Note 3 - Summary of Signific_25
Note 3 - Summary of Significant Accounting Policies: Implementation of ASU 2015-03: Balance Sheet as if ASU 2015-03 had been implemented properly (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
CURRENT ASSETS: | ||||
Cash | $ 388,891 | $ 317,135 | $ 506,986 | |
Prepaid Expenses | 22,615 | 15,143 | ||
Total Current Assets | 411,506 | 332,278 | ||
PROPERTY AND EQUIPMENT, NET | 0 | 0 | ||
OTHER ASSETS | ||||
Deferred Finance Costs, net | 0 | |||
TOTAL ASSETS | 411,506 | 332,278 | ||
CURRENT LIABILITIES | ||||
Accounts Payable | 422,426 | 541,710 | ||
Due to Related Party | 432,429 | 475,834 | ||
Loans Payable, Related Parties | 176,405 | 394,019 | ||
ConvertibleDebenturesPayable, less discount | 17,978,215 | 1,490,000 | ||
Accrued Interest | 3,674,148 | 1,649,240 | ||
Accrued Liabilities - Other | 10,000 | 10,000 | ||
Total Current Liabilities | 22,693,623 | 4,560,803 | ||
LONG TERM LIABILITIES: | ||||
Convertible Debentures Payable, less Discount | 0 | 12,075,967 | ||
TOTAL LIABILITIES | 22,693,623 | 16,636,770 | ||
STOCKHOLDERS' DEFICIT: | ||||
Common Stock, Value | 180,037 | 141,107 | ||
Additional Paid-In Capital | 55,985,626 | 47,366,814 | ||
Accumulated Deficit | (78,447,780) | (63,812,413) | ||
Total Stockholders' Deficit | (22,282,117) | (16,304,492) | ||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 411,506 | 332,278 | ||
As Originally Reported | ||||
CURRENT ASSETS: | ||||
Cash | 317,135 | |||
Prepaid Expenses | 15,143 | |||
Total Current Assets | 332,278 | |||
PROPERTY AND EQUIPMENT, NET | 0 | |||
OTHER ASSETS | ||||
Deferred Finance Costs, net | 3,877,801 | |||
TOTAL ASSETS | 4,210,079 | |||
CURRENT LIABILITIES | ||||
Accounts Payable | 541,710 | |||
Due to Related Party | 475,834 | |||
Loans Payable, Related Parties | 394,019 | |||
ConvertibleDebenturesPayable, less discount | 1,490,000 | |||
Accrued Interest | 1,649,240 | |||
Accrued Liabilities - Other | 10,000 | |||
Total Current Liabilities | 4,560,803 | |||
LONG TERM LIABILITIES: | ||||
Convertible Debentures Payable, less Discount | 15,953,768 | |||
TOTAL LIABILITIES | 20,514,571 | |||
STOCKHOLDERS' DEFICIT: | ||||
Common Stock, Value | 141,107 | |||
Additional Paid-In Capital | 47,366,814 | |||
Accumulated Deficit | (63,812,413) | |||
Total Stockholders' Deficit | (16,304,492) | |||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 4,210,079 | |||
Effect of Change | ||||
CURRENT ASSETS: | ||||
Cash | 0 | |||
Prepaid Expenses | 0 | |||
Total Current Assets | 0 | |||
OTHER ASSETS | ||||
Deferred Finance Costs, net | [1] | (3,877,801) | ||
TOTAL ASSETS | (3,877,801) | |||
CURRENT LIABILITIES | ||||
Accounts Payable | 0 | |||
Due to Related Party | 0 | |||
Loans Payable, Related Parties | 0 | |||
ConvertibleDebenturesPayable, less discount | 0 | |||
Accrued Interest | 0 | |||
Accrued Liabilities - Other | 0 | |||
Total Current Liabilities | 0 | |||
LONG TERM LIABILITIES: | ||||
Convertible Debentures Payable, less Discount | [2] | (3,877,801) | ||
TOTAL LIABILITIES | (3,877,801) | |||
STOCKHOLDERS' DEFICIT: | ||||
Total Stockholders' Deficit | 0 | |||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ (3,877,801) | |||
[1] | Total Assets decreased in the amount of $3,877,801 as a result of the reclassification of net deferred finance costs (debt issuance costs). | |||
[2] | Long Term and Total Liabilities decreased in the amount of $3,877,801 as a result of the reclassification of net deferred finance costs (debt issuance costs) as a direct deduction of the amount of the related convertible debt. |
Note 3 - Summary of Signific_26
Note 3 - Summary of Significant Accounting Policies: Implementation of ASU 2015-03: Balance Sheet as if ASU 2015-03 had been implemented properly - Parenthetical (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Convertible Debentures Payable, Current, Discount | $ 1,862,425 | $ 0 |
Convertible Debentures Payable, Non-current, Discount | $ 0 | $ 4,335,873 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 700,000,000 | 700,000,000 |
Common Stock, Shares, Issued | 180,036,435 | 141,106,061 |
Common Stock, Shares, Outstanding | 180,036,435 | 141,106,061 |
As Originally Reported | ||
Convertible Debentures Payable, Current, Discount | $ 0 | |
Convertible Debentures Payable, Non-current, Discount | $ 458,072 |
Note 4 - Property and Equipme_3
Note 4 - Property and Equipment: Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
Furniture & fixtures | $ 20,000 | $ 20,000 |
Equipment | 80,000 | 80,000 |
Property, Plant and Equipment, Gross | 100,000 | 100,000 |
Less accumulated depreciation and amortization | (100,000) | (100,000) |
PROPERTY AND EQUIPMENT, NET | $ 0 | $ 0 |
Note 4 - Property and Equipme_4
Note 4 - Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Depreciation, Depletion and Amortization, Nonproduction | $ 0 | $ 18,750 |
Note 5 - Due to Related Party (
Note 5 - Due to Related Party (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Due to Related Party | $ 432,429 | $ 475,834 |
Finance costs related to Related Parties | 96,595 | 216,000 |
HEP Investments, LLC | ||
Due to Related Party | $ 432,429 | $ 475,834 |
Note 6 - Loan Payable, Relate_2
Note 6 - Loan Payable, Related Parties: Christopher Maggiore (Details) - Christopher Maggiore - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Loan balance due to Related Parties | $ 176,405 | $ 176,405 |
Accrued Interest | $ 45,172 | $ 25,966 |
Note 6 - Loan Payable, Relate_3
Note 6 - Loan Payable, Related Parties: HEP Investments, LLC (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
HEP Investments, LLC | ||
Loan balance due to Related Parties | $ 0 | $ 217,614 |
Note 7 - Convertible Debt_ Sc_2
Note 7 - Convertible Debt: Schedule of Convertible Debt (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
1% Convertible notes payable, due April 2017 | $ 240,000 | $ 240,000 |
11% Convertible note payable | 16,788,215 | 12,075,967 |
11% Convertible note payable - New Lenders | 950,000 | 1,250,000 |
Convertible Debt, Total | 17,978,215 | 13,565,967 |
Current portion | 17,978,215 | 1,490,000 |
Long term portion | $ 0 | $ 12,075,967 |
Note 7 - Convertible Debt (Deta
Note 7 - Convertible Debt (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Reductions to Notes Payable | $ 1,562,425 | $ 4,335,873 |
Unamortized discounts | 374,608 | 458,072 |
Debt issuance costs | 1,187,817 | 3,877,801 |
Amortization of debt discounts | $ 903,317 | $ 574,716 |
Note 8 - Stockholders' Defici_3
Note 8 - Stockholders' Deficit: Recapitalization (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | |
Common Stock, Shares Authorized | 700,000,000 | 700,000,000 |
Transaction 1 | ||
Sale of Stock, Transaction Date | Nov. 8, 2017 | |
Common Stock, Shares Authorized | 700,000,000 |
Note 8 - Stockholders' Defici_4
Note 8 - Stockholders' Deficit: Board of Directors fees (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Directors' fees | $ 424,065 | $ 206,668 |
Transaction 2 | ||
Sale of Stock, Transaction Date | Sep. 11, 2017 | |
Sale of Stock, Description of Transaction | the board of directors granted to each of its Directors warrants to purchase 500,000 shares of common stock | |
Sale of Stock, Price Per Share | $ 0.07 | |
Transaction 3 | ||
Sale of Stock, Transaction Date | Sep. 28, 2018 | |
Sale of Stock, Description of Transaction | the board of directors granted to each of its five (5) Directors warrants to purchase 500,000 shares of common stock | |
Sale of Stock, Price Per Share | $ 0.14 |
Note 8 - Stockholders' Defici_5
Note 8 - Stockholders' Deficit: Stock Based Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Transaction 4 | ||
Sale of Stock, Transaction Date | Apr. 20, 2017 | |
Sale of Stock, Description of Transaction | Company issued NutriQuest warrants to purchase 687,227 shares of common stock | |
Transaction 5 | ||
Sale of Stock, Description of Transaction | Company issued warrants to purchase 67,600,000 shares of common stock | |
Transaction 6 | ||
Sale of Stock, Description of Transaction | Company issued warrants to purchase 500,000 shares of common stock | |
Sale of Stock, Price Per Share | $ 0.10 | |
Warrants issued to purchase common stock, Value | $ 33,148 | |
Transaction 7 | ||
Sale of Stock, Description of Transaction | Company issued warrants to purchase 16,250,000 shares of common stock | |
Warrants issued to purchase common stock, Value | $ 923,430 | |
Transaction 7 | Minimum | ||
Sale of Stock, Price Per Share | $ 0.06 | |
Transaction 7 | Maximum | ||
Sale of Stock, Price Per Share | $ 0.07 | |
Transaction 8 | ||
Sale of Stock, Description of Transaction | Company issued warrants to HEP Investments LLC (a related party) to purchase 50,000,000 shares of common stock | |
Sale of Stock, Price Per Share | $ 0.10 | |
Warrants issued to purchase common stock, Value | $ 4,274,761 | |
Transaction 9 | ||
Sale of Stock, Description of Transaction | Company issued warrants to purchase 600,000 shares of common stock | |
Sale of Stock, Price Per Share | $ 0.10 | |
Warrants issued to purchase common stock, Value | $ 57,212 | |
Transaction 10 | ||
Sale of Stock, Description of Transaction | Company issued warrants to purchase 56,334,081 shares of common stock | |
Transaction 11 | ||
Sale of Stock, Description of Transaction | Company issued warrants to purchase 2,326,504 shares of common stock | |
Sale of Stock, Price Per Share | $ 0.11 | |
Warrants issued to purchase common stock, Value | $ 245,040 | |
Transaction 12 | ||
Sale of Stock, Description of Transaction | Company issued warrants to HEP Investments LLC (a related party) to purchase 25,000,000 shares of common stock | |
Sale of Stock, Price Per Share | $ 0.10 | |
Warrants issued to purchase common stock, Value | $ 4,274,761 | |
Transaction 13 | ||
Sale of Stock, Description of Transaction | Company issued warrants to purchase 1,000,000 shares of common stock | |
Sale of Stock, Price Per Share | $ 0.11 | |
Warrants issued to purchase common stock, Value | $ 163,798 | |
Transaction 14 | ||
Sale of Stock, Description of Transaction | Company issued warrants to HEP Investments LLC (a related party) to purchase 25,000,000 shares of common stock | |
Sale of Stock, Price Per Share | $ 0.10 | |
Warrants issued to purchase common stock, Value | $ 3,377,387 | |
Transaction 15 | ||
Sale of Stock, Description of Transaction | Company issued warrants to purchase 3,007,577 shares of common stock | |
Sale of Stock, Price Per Share | $ 0.13 | |
Warrants issued to purchase common stock, Value | $ 374,511 |
Note 8 - Stockholders' Defici_6
Note 8 - Stockholders' Deficit: Stock Issuances (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Transaction 16 | ||
Sale of Stock, Description of Transaction | Company issued to HEP Investments 1,935,714 shares of common stock | |
Shares, Issued | 1,935,714 | |
Stock Issued | $ 144,000 | |
Transaction 17 | ||
Sale of Stock, Description of Transaction | a five-year warrant to purchase 4,000,000 shares of common stock | |
Sale of Stock, Price Per Share | $ 0.10 | |
Transaction 18 | ||
Sale of Stock, Description of Transaction | Company also issued 250,000 shares of common stock | |
Shares, Issued | 250,000 | |
Stock Issued | $ 22,500 | |
Transaction 19 | ||
Sale of Stock, Description of Transaction | Company issued to HEP Investments 552,672 shares of common stock | |
Shares, Issued | 552,672 | |
Stock Issued | $ 64,397 | |
Transaction 20 | ||
Sale of Stock, Description of Transaction | various five-year warrant(s) to purchase 1,543,801 shares of common stock | |
Sale of Stock, Price Per Share | $ 0.10 | |
Transaction 21 | ||
Sale of Stock, Description of Transaction | Company received proceeds of $3,433,813 from the issuance of 34,338,129 shares of common stock | |
Shares, Issued | 34,338,129 | |
Stock Issued | $ 3,433,813 |
Note 8 - Stockholders' Defici_7
Note 8 - Stockholders' Deficit: Executive Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation | $ 87,508 | |
Transaction 22 | ||
Sale of Stock, Transaction Date | Mar. 31, 2017 | |
Sale of Stock, Description of Transaction | Company issued the CFO warrants to purchase 50,000 shares of common stock | |
Sale of Stock, Price Per Share | $ 0.08 | |
Warrants issued to purchase common stock, Value | $ 3,317 | |
Transaction 23 | ||
Sale of Stock, Transaction Date | May 12, 2017 | |
Sale of Stock, Description of Transaction | Company issued the CFO warrants to purchase 50,000 shares of common stock | |
Sale of Stock, Price Per Share | $ 0.09 | |
Warrants issued to purchase common stock, Value | $ 4,283 | |
Transaction 24 | ||
Sale of Stock, Transaction Date | Aug. 11, 2017 | |
Sale of Stock, Description of Transaction | Company issued the CFO warrants to purchase 50,000 shares of common stock | |
Sale of Stock, Price Per Share | $ 0.06 | |
Warrants issued to purchase common stock, Value | $ 2,863 | |
Transaction 25 | ||
Sale of Stock, Transaction Date | Oct. 19, 2017 | |
Sale of Stock, Description of Transaction | Company issued warrants to purchase 50,000 shares of common stock | |
Sale of Stock, Price Per Share | $ 0.09 | |
Transaction 26 | ||
Sale of Stock, Transaction Date | Feb. 21, 2018 | |
Sale of Stock, Description of Transaction | Company issued the CFO warrants to purchase 50,000 shares of common stock | |
Sale of Stock, Price Per Share | $ 0.11 | |
Warrants issued to purchase common stock, Value | $ 5,255 | $ 4,290 |
Transaction 27 | ||
Sale of Stock, Transaction Date | Apr. 23, 2018 | |
Sale of Stock, Description of Transaction | Company issued the CFO warrants to purchase 50,000 shares of common stock | |
Sale of Stock, Price Per Share | $ 0.10 | |
Warrants issued to purchase common stock, Value | $ 4,762 | |
Transaction 28 | ||
Sale of Stock, Transaction Date | Aug. 14, 2018 | |
Sale of Stock, Description of Transaction | Company issued the CFO warrants to purchase 50,000 shares of common stock | |
Sale of Stock, Price Per Share | $ 0.12 | |
Warrants issued to purchase common stock, Value | $ 5,737 | |
Transaction 29 | ||
Sale of Stock, Transaction Date | Nov. 14, 2018 | |
Sale of Stock, Description of Transaction | Company issued the CFO warrants to purchase 50,000 shares of common stock | |
Sale of Stock, Price Per Share | $ 0.14 | |
Warrants issued to purchase common stock, Value | $ 7,695 | |
Transaction 30 | ||
Sale of Stock, Transaction Date | Nov. 8, 2017 | |
Sale of Stock, Description of Transaction | board of directors granted to Andrew Dahl, CEO warrants to purchase 10,000,000 shares of common stock | |
Sale of Stock, Price Per Share | $ 0.08 | |
Warrants issued to purchase common stock, Value | $ 762,649 | |
Transaction 31 | ||
Sale of Stock, Transaction Date | Nov. 8, 2017 | |
Sale of Stock, Description of Transaction | board of directors granted to Philip Rice, CFO, warrants to purchase 6,000,000 shares of common stock | |
Sale of Stock, Price Per Share | $ 0.08 | |
Transaction 32 | ||
Sale of Stock, Description of Transaction | to purchase 500,000 shares of common stock | |
Sale of Stock, Price Per Share | $ 0.10 | |
Warrants issued to purchase common stock, Value | $ 33,045 | |
Transaction 34 | ||
Sale of Stock, Description of Transaction | to purchase 500,000 shares of common stock | |
Sale of Stock, Price Per Share | $ 0.11 | |
Warrants issued to purchase common stock, Value | $ 81,897 | |
Transaction 35 | ||
Sale of Stock, Description of Transaction | to purchase 1,000,000 shares of common stock | |
Sale of Stock, Price Per Share | $ 0.11 | |
Warrants issued to purchase common stock, Value | $ 163,798 |
Note 8 - Stockholders' Defici_8
Note 8 - Stockholders' Deficit: Schedule of Status of Warrants (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Warrants Outstanding | 119,301,754 | 32,071,901 |
Warrants Outstanding, Weighted Average Exercise Price | $ 0.09 | $ 0.10 |
Warrants Issued | 74,377,862 | 88,737,227 |
Warrants Issued, Weighted Average Exercise Price | $ 0.10 | $ 0.09 |
Warrants Exercised | 0 | 0 |
Warrants Exercised, Weighted Average Exercise Price | $ 0 | $ 0 |
Warrants Cancelled | 0 | 0 |
Warrants Cancelled, Weighted Average Exercise Price | $ 0 | $ 0 |
Warrants Expired | (1,530,660) | (1,507,374) |
Warrants Expired, Weighted Average Exercise Price | $ 0.26 | $ 0.17 |
Warrants Outstanding | 192,148,956 | 119,301,754 |
Warrants Outstanding, Weighted Average Exercise Price | $ 0.09 | $ 0.09 |
Note 8 - Stockholders' Defici_9
Note 8 - Stockholders' Deficit: Schedule of Warrants outstanding and exercisable by price range (Details) | Dec. 31, 2018$ / shares |
Warrants Outstanding, Number | 192,148,956 |
Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 4.34 |
Warrants Exercisable, Number | 191,679,093 |
Warrants Exercisable, Average Weighted Remaining Contractual Life in Years | 0.09 |
Warrant 1 | |
Warrants Outstanding, Exercise Price | $ 0.05 |
Warrants Outstanding, Number | 1,250,000 |
Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 2.70 |
Warrants Exercisable, Exercise Price | $ 0.05 |
Warrants Exercisable, Number | 1,250,000 |
Warrants Exercisable, Average Weighted Remaining Contractual Life in Years | 0.05 |
Warrant 2 | |
Warrants Outstanding, Exercise Price | $ 0.06 |
Warrants Outstanding, Number | 16,050,000 |
Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 3.59 |
Warrants Exercisable, Exercise Price | $ 0.06 |
Warrants Exercisable, Number | 16,050,000 |
Warrants Exercisable, Average Weighted Remaining Contractual Life in Years | 0.06 |
Warrant 3 | |
Warrants Outstanding, Exercise Price | $ 0.07 |
Warrants Outstanding, Number | 3,000,000 |
Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 3.70 |
Warrants Exercisable, Exercise Price | $ 0.07 |
Warrants Exercisable, Number | 3,000,000 |
Warrants Exercisable, Average Weighted Remaining Contractual Life in Years | 0.07 |
Warrant 4 | |
Warrants Outstanding, Exercise Price | $ 0.08 |
Warrants Outstanding, Number | 34,612,227 |
Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 2.99 |
Warrants Exercisable, Exercise Price | $ 0.08 |
Warrants Exercisable, Number | 34,612,227 |
Warrants Exercisable, Average Weighted Remaining Contractual Life in Years | 0.08 |
Warrant 5 | |
Warrants Outstanding, Exercise Price | $ 0.09 |
Warrants Outstanding, Number | 775,000 |
Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 2.53 |
Warrants Exercisable, Exercise Price | $ 0.09 |
Warrants Exercisable, Number | 775,000 |
Warrants Exercisable, Average Weighted Remaining Contractual Life in Years | 0.09 |
Warrant 6 | |
Warrants Outstanding, Exercise Price | $ 0.10 |
Warrants Outstanding, Number | 126,747,505 |
Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 4.13 |
Warrants Exercisable, Exercise Price | $ 0.10 |
Warrants Exercisable, Number | 126,277,642 |
Warrants Exercisable, Average Weighted Remaining Contractual Life in Years | 0.10 |
Warrant 7 | |
Warrants Outstanding, Exercise Price | $ 0.11 |
Warrants Outstanding, Number | 2,550,000 |
Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 4.42 |
Warrants Exercisable, Exercise Price | $ 0.11 |
Warrants Exercisable, Number | 2,550,000 |
Warrants Exercisable, Average Weighted Remaining Contractual Life in Years | 0.11 |
Warrant 8 | |
Warrants Outstanding, Exercise Price | $ 0.12 |
Warrants Outstanding, Number | 100,000 |
Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 3.12 |
Warrants Exercisable, Exercise Price | $ 0.12 |
Warrants Exercisable, Number | 100,000 |
Warrants Exercisable, Average Weighted Remaining Contractual Life in Years | 0.12 |
Warrant 9 | |
Warrants Outstanding, Exercise Price | $ 0.13 |
Warrants Outstanding, Number | 3,007,557 |
Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 5 |
Warrants Exercisable, Exercise Price | $ 0.13 |
Warrants Exercisable, Number | 3,007,557 |
Warrants Exercisable, Average Weighted Remaining Contractual Life in Years | 0.13 |
Warrant 10 | |
Warrants Outstanding, Exercise Price | $ 0.14 |
Warrants Outstanding, Number | 2,600,000 |
Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 4.67 |
Warrants Exercisable, Exercise Price | $ 0.14 |
Warrants Exercisable, Number | 2,600,000 |
Warrants Exercisable, Average Weighted Remaining Contractual Life in Years | 0.14 |
Warrant 11 | |
Warrants Outstanding, Exercise Price | $ 0.15 |
Warrants Outstanding, Number | 1,356,667 |
Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 0.70 |
Warrants Exercisable, Exercise Price | $ 0.15 |
Warrants Exercisable, Number | 1,356,667 |
Warrants Exercisable, Average Weighted Remaining Contractual Life in Years | 0.15 |
Warrant 12 | |
Warrants Outstanding, Exercise Price | $ 0.17 |
Warrants Outstanding, Number | 50,000 |
Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 0.25 |
Warrants Exercisable, Exercise Price | $ 0.17 |
Warrants Exercisable, Number | 50,000 |
Warrants Exercisable, Average Weighted Remaining Contractual Life in Years | 0.17 |
Warrant 13 | |
Warrants Outstanding, Exercise Price | $ 0.19 |
Warrants Outstanding, Number | 50,000 |
Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 0.37 |
Warrants Exercisable, Exercise Price | $ 0.19 |
Warrants Exercisable, Number | 50,000 |
Warrants Exercisable, Average Weighted Remaining Contractual Life in Years | 0.19 |
Note 9 - Commitments and Cont_2
Note 9 - Commitments and Contingencies: Investment Banking, M&A and Corporate Advisory Agreement (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Investment Banking, M&A and Corporate Advisory Agreement | |
Other Commitments, Description | In addition to the contract fee, the Company could potentially be required to be obligated to pay an 8% M&A transaction fee |
Note 9 - Commitments and Cont_3
Note 9 - Commitments and Contingencies: Change of Control Provisions (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Change of Control Provisions | |
Other Commitments, Description | The Agreements with each of the executive officers provide that if a Change of Control (as defined in the Agreements) occurs and the participant is not offered substantially equivalent employment with the successor corporation or the participant’s employment is terminated without Cause (as defined in the Agreements) during the three month period prior to the Change of Control or the 24 month period following the Change of Control, then 100% of such participant’s unvested options will be fully vested and the restrictions on his restricted shares will lapse. |