Document and Entity Information
Document and Entity Information - $ / shares | Aug. 12, 2020 | Jun. 30, 2020 |
Details | ||
Registrant CIK | 0001101026 | |
Fiscal Year End | --12-31 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 000-30415 | |
Entity Registrant Name | Zivo Bioscience, Inc. | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 87-0699977 | |
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 | 48320 | |
Entity Address, Address Description | Address of principal executive offices | |
City Area Code | 248 | |
Local Phone Number | 452 9866 | |
Phone Fax Number Description | Registrant’s telephone number | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 406,650,332 | |
Entity Listing, Par Value Per Share | $ 0.001 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEET (June 30, 2020 unaudited) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash | $ 118,869 | $ 346,111 |
Prepaid Expenses | 103,835 | 23,282 |
Total Current Assets | 222,704 | 369,393 |
PROPERTY AND EQUIPMENT, NET | 0 | 0 |
TOTAL ASSETS | 222,704 | 369,393 |
CURRENT LIABILITIES: | ||
Accounts Payable | 1,485,722 | 1,372,428 |
Loans Payable, Related Parties | 51,000 | 0 |
Convertible Debentures Payable | 5,180,342 | 5,280,342 |
Deferred Revenue - Participation Agreements | 1,032,526 | 0 |
Accrued Interest | 2,190,138 | 1,952,606 |
Accrued Liabilities - Other | 154,250 | 102,500 |
Total Current Liabilities | 10,093,978 | 8,707,876 |
LONG-TERM LIABILITIES: | ||
Loans Payable, Others | 121,700 | 0 |
Total Long-Term Liabilities | 121,700 | 0 |
TOTAL LIABILITIES | 10,215,678 | 8,707,876 |
STOCKHOLDERS' DEFICIT: | ||
Common Stock, Value | 406,651 | 396,737 |
Additional Paid-In Capital | 83,268,134 | 81,222,726 |
Accumulated deficit | (93,667,759) | (89,957,946) |
Total Stockholders' Deficit | (9,992,974) | (8,338,483) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 222,704 | $ 369,393 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEET (June 30, 2020 unaudited) - Parenthetical - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Details | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 1,200,000,000 | 1,200,000,000 |
Common Stock, Shares, Issued | 406,650,332 | 396,736,506 |
Common Stock, Shares, Outstanding | 406,650,332 | 396,736,506 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
REVENUES: | ||||
Service Revenue | $ 0 | $ 0 | $ 20,000 | $ 0 |
Total Revenues | 0 | 0 | 20,000 | 0 |
COSTS AND EXPENSES: | ||||
General and Administrative | 374,202 | 369,512 | 1,067,775 | 722,581 |
Professional fees and Consulting expense | 219,037 | 719,828 | 375,486 | 968,550 |
Research and Development | 436,695 | 947,905 | 2,012,795 | 1,313,966 |
Total Costs and Expenses | 1,029,934 | 2,037,245 | 3,456,056 | 3,005,097 |
LOSS FROM OPERATIONS | (1,029,934) | (2,037,245) | (3,436,056) | (3,005,097) |
OTHER INCOME (EXPENSE): | ||||
Amortization of Debt Discount | 0 | 0 | 0 | (374,608) |
Interest expense | (24,182) | (26,724) | (48,609) | (54,031) |
Interest Expense, Related Parties | (112,719) | (476,177) | (225,148) | (2,163,406) |
Total Other Income (Expense) | (136,901) | (502,901) | (273,757) | (2,592,045) |
NET LOSS | $ (1,166,835) | $ (2,540,146) | $ (3,709,813) | $ (5,597,142) |
BASIC AND DILUTED LOSS PER SHARE | $ 0 | $ (0.01) | $ (0.01) | $ (0.03) |
WEIGHTED AVERAGE BASIC AND DILUTED SHARES OUTSTANDING | 403,821,866 | 213,134,685 | 406,072,969 | 196,961,522 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY/DEFICIT - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings | Total |
Equity Balance, Starting at Dec. 31, 2018 | $ 180,037 | $ 55,985,626 | $ (78,447,780) | $ (22,282,117) |
Shares Outstanding, Starting at Dec. 31, 2018 | 180,036,435 | |||
Common stock issued on warrant exercise, Shares | 4,649,291 | |||
Shares Outstanding, Ending at Mar. 31, 2019 | 186,185,726 | |||
Equity Balance, Ending at Mar. 31, 2019 | $ 186,186 | 56,618,918 | (81,504,776) | $ (24,699,672) |
Equity Balance, Starting at Dec. 31, 2018 | $ 180,037 | 55,985,626 | (78,447,780) | (22,282,117) |
Shares Outstanding, Starting at Dec. 31, 2018 | 180,036,435 | |||
Issuance of warrants for services, Value | $ 0 | 548,768 | 0 | 548,768 |
Issuance of warrants for services, Shares | 0 | |||
Issuance of warrants for services related party, Value | $ 0 | 9,567 | 0 | 9,567 |
Issuance of warrants for services related party, Shares | 0 | |||
Issuance of common stock for cash, Value | $ 13,520 | 1,338,480 | 0 | 1,352,000 |
Issuance of common stock for cash, Shares | 13,520,000 | |||
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | $ 148,097 | 14,661,600 | 0 | 14,809,697 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 148,096,968 | |||
Net Income (Loss) | $ 0 | 0 | (5,597,142) | (5,597,142) |
Shares Outstanding, Ending at Jun. 30, 2019 | 341,653,403 | |||
Equity Balance, Ending at Jun. 30, 2019 | $ 341,654 | 72,544,041 | (84,044,922) | (11,159,227) |
Equity Balance, Starting at Mar. 31, 2019 | $ 186,186 | 56,618,918 | (81,504,776) | (24,699,672) |
Shares Outstanding, Starting at Mar. 31, 2019 | 186,185,726 | |||
Issuance of warrants for services, Value | $ 0 | 529,023 | 0 | 529,023 |
Issuance of warrants for services, Shares | 0 | |||
Issuance of warrants for services related party, Value | $ 0 | 4,800 | 0 | 4,800 |
Issuance of warrants for services related party, Shares | 0 | |||
Issuance of common stock for cash, Value | $ 12,020 | 1,189,980 | 0 | 1,202,000 |
Issuance of common stock for cash, Shares | 12,020,000 | |||
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | $ 143,448 | 14,201,320 | 0 | $ 14,344,768 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 143,447,677 | |||
Common stock issued on warrant exercise, Shares | 143,447,677 | |||
Net Income (Loss) | $ 0 | 0 | (2,540,146) | $ (2,540,146) |
Shares Outstanding, Ending at Jun. 30, 2019 | 341,653,403 | |||
Equity Balance, Ending at Jun. 30, 2019 | $ 341,654 | 72,544,041 | (84,044,922) | (11,159,227) |
Equity Balance, Starting at Dec. 31, 2019 | $ 396,737 | 81,222,726 | (89,957,946) | $ (8,338,483) |
Shares Outstanding, Starting at Dec. 31, 2019 | 396,736,506 | |||
Common stock issued on warrant exercise, Shares | 1,362,247 | |||
Shares Outstanding, Ending at Mar. 31, 2020 | 403,891,695 | |||
Equity Balance, Ending at Mar. 31, 2020 | $ 403,892 | 82,949,018 | (92,500,924) | $ (9,148,014) |
Equity Balance, Starting at Dec. 31, 2019 | $ 396,737 | 81,222,726 | (89,957,946) | (8,338,483) |
Shares Outstanding, Starting at Dec. 31, 2019 | 396,736,506 | |||
Issuance of warrants for services, Value | $ 0 | 898,975 | 0 | 898,975 |
Issuance of warrants for services, Shares | 0 | |||
Issuance of warrants for services related party, Value | $ 0 | 297,248 | 0 | 297,248 |
Issuance of warrants for services related party, Shares | 0 | |||
Issuance of common stock for cash, Value | $ 156 | 24,844 | 0 | 25,000 |
Issuance of common stock for cash, Shares | 156,252 | |||
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | $ 1,362 | 134,862 | 0 | 136,225 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 1,362,247 | |||
Issuance of warrants for participation agreements, Value | $ 0 | 117,474 | 0 | 117,474 |
Issuance of warrants for participation agreements, Shares | 0 | |||
Common stock issued on warrant exercise, Value | $ 8,396 | 572,005 | 0 | $ 580,400 |
Common stock issued on warrant exercise, Shares | 8,395,327 | 2,194,873 | ||
Net Income (Loss) | $ 0 | 0 | (3,709,813) | $ (3,709,813) |
Shares Outstanding, Ending at Jun. 30, 2020 | 406,650,332 | |||
Equity Balance, Ending at Jun. 30, 2020 | $ 406,651 | 83,268,134 | (93,667,759) | (9,992,975) |
Equity Balance, Starting at Mar. 31, 2020 | $ 403,892 | 82,949,018 | (92,500,924) | (9,148,014) |
Shares Outstanding, Starting at Mar. 31, 2020 | 403,891,695 | |||
Issuance of warrants for participation agreements, Value | $ 0 | 117,474 | 0 | 117,474 |
Issuance of warrants for participation agreements, Shares | 0 | |||
Common stock issued on warrant exercise, Value | $ 2,759 | 201,641 | 0 | 204,400 |
Common stock issued on warrant exercise, Shares | 2,758,637 | |||
Net Income (Loss) | $ 0 | 0 | (1,166,835) | (1,166,835) |
Shares Outstanding, Ending at Jun. 30, 2020 | 406,650,332 | |||
Equity Balance, Ending at Jun. 30, 2020 | $ 406,651 | $ 83,268,134 | $ (93,667,759) | $ (9,992,975) |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Net Cash Provided by (Used in) Operating Activities | ||
Net Loss | $ (3,709,813) | $ (5,597,142) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Stock and warrants issued for services rendered - related party | 297,248 | 9,567 |
Stock and warrants issued for services rendered | 898,974 | 548,768 |
Amortization of debt issuance costs (interest expense - related parties) | 0 | 1,187,817 |
Amortization of bond discount | 0 | 374,608 |
Changes in assets and liabilities: | ||
(Increase) in prepaid expenses | (80,554) | (46,080) |
Increase in accounts payable | 113,296 | 743,566 |
Increase in deferred revenue - participation agreements | 1,032,526 | 0 |
Increase in accrued liabilities and interest | 325,507 | 1,049,040 |
Net Cash Provided by (Used in) Operating Activities | (1,122,816) | (1,729,856) |
Cash Flows from Investing Activities: | 0 | 0 |
Net Cash Provided by (Used in) Financing Activities | ||
Proceeds from Loan Payable, related party - net of repayments | 51,000 | 32,500 |
Proceeds of Loan Payable, other | 121,700 | 0 |
Proceeds from sale of common stock warrants - participation agreements | 117,474 | |
Proceeds from exercise of common stock warrants | 580,400 | 0 |
Proceeds from sales of common stock | 25,000 | 1,352,000 |
Net Cash Provided by (Used in) Financing Activities | 895,574 | 1,384,500 |
(Decrease) in Cash | (227,242) | (345,356) |
Cash and Cash Equivalents, at Carrying Value, Beginning Balance | 346,111 | 388,890 |
Cash and Cash Equivalents, at Carrying Value, Ending Balance | 118,869 | 43,534 |
Supplemental Cash Flow Information | ||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | 0 | 0 |
Income Taxes Paid | $ 0 | $ 0 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Cash Flows - Supplemental Disclosure of Non-Cash Investing and Financing Activities - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | |
Noncash Investing and Financing Items | |||
Convertible Notes converted | $ 100,000 | $ 12,080,298 | |
Convertible Notes accrued interest converted | $ 36,225 | $ 2,264,470 | |
Common stock issued on warrant exercise, Shares | 1,362,247 | 143,447,677 | 4,649,291 |
Due to Related Party and Loans Payable converted | $ 464,929 |
NOTE 1 - BASIS OF PRESENTATION
NOTE 1 - BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2020 | |
Notes | |
NOTE 1 - BASIS OF PRESENTATION | NOTE 1 BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements include the accounts of ZIVO Bioscience, Inc. and its wholly- owned subsidiaries (collectively, the Company). All significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of the Companys management, the financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the information set forth therein. These consolidated financial statements are condensed, and therefore do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Companys December 31, 2019 consolidated audited financial statements and Notes thereto included in the Annual Report on Form 10-K filed with the SEC on March 26, 2020. The results of operations for the six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2020, or any other period. The Company incurred a net loss of $3,709,813 for the six months ended June 30, 2020. In addition, the Company had a working capital deficiency of $9,871,274 and a stockholders deficit of $9,992,974 at June 30, 2020. These factors continue to raise substantial doubt about the Company's ability to continue as a going concern. During the six months ended June 30, 2020, the Company raised $605,400 from the issuance of common stock and exercise of common stock warrants; $1,150,000 from the proceeds from the sale of Participation Agreements and related warrants; $121,700 in Loans Payable, Other and $51,000 in loans from related parties. There can be no assurance that the Company will be able to raise additional capital. The accompanying unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. |
NOTE 2 - SUMMARY OF SIGNIFICANT
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2020 | |
Notes | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of ZIVO Bioscience, Inc. and its wholly-owned subsidiaries, Health Enhancement Corporation, HEPI Pharmaceuticals, Inc., Wellmetrix, LLC (formerly known as WellMetris, LLC), and Zivo Biologic, Inc. All significant intercompany transactions and accounts have been eliminated in consolidation. Accounting Estimates The Companys condensed 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 amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management uses its best judgment in valuing these estimates and may, as warranted, solicit external professional advice and other assumptions believed to be reasonable. Cash and Cash Equivalents For the purpose of the statements of cash flows, cash equivalents include time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. Cash equivalents consist of highly liquid investments with an original maturity of three months or less when purchased. At June 30, 2020, 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. Repair and maintenance costs that do not improve service potential or extend the economic life of an existing fixed asset are expensed as incurred. Debt Issuance Costs The Company follows authoritative guidance for accounting for financing costs (as amended) as it relates to convertible debt issuance costs. 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 $-0- and $1,187,817 and are included in Interest Expense Related Parties on the condensed consolidated Statements of Operations for the six months ended June 30, 2020 and 2019, respectively. As of June 30, 2020, and December 31, 2019 there were no unamortized Debt Issuance costs included in the condensed consolidated Balance Sheets as presented in these financial statements. Revenue Recognition Revenue is recognized in accordance with revenue recognition accounting guidance, which utilizes five steps to determine whether revenue can be recognized and to what extent: (i) identify the contract with a customer; (ii) identify the performance obligation(s); (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) determine the recognition period. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, Revenue from Contracts with Customers, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Significant judgments exercised by management include the identification of performance obligations, and whether such promised goods or services are considered distinct. The Company evaluates promised goods or services on a contract by contract basis to determine whether each promise represents a good or service that is distinct or has the same pattern of transfer as other promises. A promised good or service is considered distinct if the customer can benefit from the good or service independently of other goods/services either in the contract or that can be obtained elsewhere, without regard to contract exclusivity, and the entitys promise to transfer the good or service to the customer is separately identifiable from other promises in the contact. If the good or service is not considered distinct, the Company combines such promises and accounts for them as a single combined performance obligation. For six months ended June 30, 2020 and 2019, the Company had $20,000 and $-0- of service revenue, respectively. Shipping and Handling Costs Shipping and handling costs are expensed as incurred. For the six months ended June 30, 2020 and 2019, 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 approximately $2,013,000 and $1,314,000 for the six months ended June 30, 2020 and 2019, respectively. Stock Based Compensation We account for stock-based compensation in accordance with FASB ASC 718, Compensation Stock Compensation, Improvements to Nonemployee Share-Based Payment Accounting. During the six months ended June 30, 2020 and 2019, stock options and warrants were granted to employees and consultants of the Company. As a result of these grants, the Company recorded compensation expense of $1,196,223 and $558,335 for these periods, respectively. The fair value of stock options and warrants was estimated on the date of grant using the Black-Scholes option-pricing model based on the following weighted average assumptions: Six Months Ended June 30, 2020 2019 Expected volatility 163.68% to 184.19% 174.51% to 181.72% Expected dividends 0% 0% Expected term 5 years 5 years Risk free rate 0.79% to 1.45% 2.18% to 2.94% The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of highly subjective assumptions, including the expected stock price volatility. Because the Companys employee warrants have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in managements opinion the existing models may not necessarily provide a reliable single measure of the fair value of the warrants. Loss Per Share Basic loss per share is computed by dividing the Companys net loss by the weighted average number of common shares outstanding during the period presented. Diluted loss per share is based on the treasury stock method and includes the effect from potential issuance of common stock such as shares issuable pursuant to the exercise of options, warrants and conversions of debentures. Potentially dilutive securities as of June 30, 2020, consisted of 75,201,513 common shares issuable upon the conversion of convertible debentures and related accrued interest and 222,122,006 common shares issuable upon the exercise of outstanding stock options and warrants. Potentially dilutive securities as of June 30, 2019, consisted of 99,022,158 common shares issuable upon the conversion of convertible debentures and related accrued interest and 196,803,751 common shares issuable upon the exercise of outstanding warrants. For the six months ended June 30, 2020 and 2019 diluted and basic weighted average shares are the same, as potentially dilutive shares are anti-dilutive. Advertising Advertising costs are charged to operations when incurred. There were no advertising costs for the six months ended June 30, 2020 and 2019. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents. The Company, from time to time, maintains cash balances at financial institutions which exceed the current Federal Deposit Insurance Corporation (FDIC) limit of $250,000. Reclassifications Certain items in these consolidated financial statements have been reclassified to conform to the current period presentation. Recently Enacted Accounting Standards In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers. ASU 2014-09 superseded the revenue recognition requirements in Revenue Recognition (Topic 605), and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflect the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is not permitted. Historically the Company has had insignificant revenues. In February 2016, the FASB issued ASU No. 2016-02, Leases, to require lessees to recognize all leases, with limited 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. Subsequently, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, ASU No. 2018-11, Targeted Improvements, and ASU No. 2018-20, Narrow-Scope Improvements for Lessors, to clarify and amend the guidance in ASU No. 2016-02. ASU No. 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period. The Company has adopted each of the ASUs. Prior comparative periods were not required to be restated and the ASUs have not had an impact on the Companys consolidated financial statements. |
NOTE 3 - PROPERTY AND EQUIPMENT
NOTE 3 - PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2020 | |
Notes | |
NOTE 3 - PROPERTY AND EQUIPMENT | NOTE 3 - PROPERTY AND EQUIPMENT Property and equipment at June 30, 2020 and December 31, 2019 consisted of the following: June 30, 2020 December 31, 2019 (Unaudited) Furniture and fixtures $ 20,000 $ 20,000 Equipment 80,000 80,000 100,000 100,000 Less accumulated depreciation and amortization (100,000) (100,000) $ - $ - There were no depreciation and amortization expenses for the six months ended June 30, 2020 and 2019 respectively. |
NOTE 4 - DUE TO RELATED PARTY
NOTE 4 - DUE TO RELATED PARTY | 6 Months Ended |
Jun. 30, 2020 | |
Notes | |
NOTE 4 - DUE TO RELATED PARTY | NOTE 4 DUE TO RELATED PARTY The Company pays HEP Investments, LLC, a related party, a 5.4% cash finance fee for monies invested in the Company in the form of convertible debt (see Note 6). During the quarter ended March 31, 2019, the balance of $432,429 was converted at $.10 per share into 4,324,291 shares of the Companys common stock. As of June 30, 2020, and December 31, 2019, there were no outstanding balances due to related parties related to the Companys convertible debt. |
NOTE 5 - LOAN PAYABLE, RELATED
NOTE 5 - LOAN PAYABLE, RELATED PARTIES | 6 Months Ended |
Jun. 30, 2020 | |
Notes | |
NOTE 5 - LOAN PAYABLE, RELATED PARTIES | NOTE 5 LOAN PAYABLE, RELATED PARTIES Christopher Maggiore As of June 30, 2020, Mr. Christopher Maggiore, a director and a significant shareholder of the Company, is owed $20,000 in principal representing advances to the Company, as well as accrued interest of $542. The Company is currently accruing agreed upon interest of 11%. During the six months ended June 30, 2020 and June 30, 2019, the Company accrued interest expense on loans payable to Mr. Maggiore of $542 and $16,094, respectively. HEP Investments, LLC During the six months ended June 30, 2020, HEP Investments, LLC advanced the Company $36,000. The Company repaid $5,000 during this period and as of June 30, 2020, HEP Investments, LLC is owed $31,000. |
NOTE 6 - CONVERTIBLE DEBT
NOTE 6 - CONVERTIBLE DEBT | 6 Months Ended |
Jun. 30, 2020 | |
Notes | |
NOTE 6 - CONVERTIBLE DEBT | NOTE 6 CONVERTIBLE DEBT HEP Investments, LLC Related Party On December 2, 2011, the Company and HEP Investments, LLC, a Michigan limited liability company (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 $20,000,000 to the Company, subject to certain conditions, (ii) an 11% Convertible Secured Promissory Note in the principal amount of $20,000,000 (Note) (of which a total of $18,470,640 has been funded, with a total of $14,380,298 converted into 143,702,981 shares of common stock, leaving a balance advanced of $4,090,342 as of June 30, 2020), (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 1,666,667 shares of common stock at an exercise price of $.12 per share (including a cashless exercise provision) which expired September 30, 2016 (from the original December 1, 2011 agreement), (v) enter into a Registration Rights Agreement with respect to all the shares of common stock issuable to the Lender in connection with the Loan transaction, in each case subject to completion of funding of the full $20,000,000 called for by the Loan Agreement, and (vi) an Intellectual Property security agreement under which the Company and its subsidiaries granted the Lender a security interest in all their respective intellectual properties, including patents, in order to secure their respective obligations to the Lender under the Note and related documents. The Lenders Notes are convertible into the Companys restricted common stock at $.10 per share and bear interest at the rate of 11% per annum. In addition, the Companys subsidiaries have guaranteed the Companys obligations under the Note. The Company has also made certain agreements with the Lender which shall remain in effect as long as any amount is outstanding under the Loan. These agreements include an agreement not to make any change in the Companys senior management, without the prior written consent of the Lender. Two representatives of the Lender will have the right to attend Board of Director meetings as non-voting observers. On March 29, 2019, the Company and the Lender entered into a Debt Extension Agreement whereby the Lender extended the maturity date of the Note to June 30, 2019. The Lender received no additional consideration related to this debt extension. The Company determined that the modification of these Notes was not a substantial modification in accordance with ASC 470-50, Modifications and Extinguishments. As of June 30, 2020, the Company has not made the required annual interest payments and principal payments to the Lender. As the Company has not received a notice of default, pursuant to the terms of the Notes, the Company does not currently consider itself in default. Were the Company to be in default, additional interest would accrue at a rate of 16% per annum. Based on the above, as of June 30, 2020, the total shares of common stock, if the Lender converted the complete $4,090,342 convertible debt, including related accrued interest of $1,746,423, would be 58,367,657 shares, not including any future interest charges which may be converted into common stock. 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 provided that Paulson could provide up to $2 million in financings through accredited investors (as defined by Regulation D of the Securities Act of 1933, as amended). As of December 31, 2016, the Company received funding of $1,250,000 through seven (7) individual loans (the New Lenders). Each loan included a (i) a Loan Agreement of the individual loan, (ii) a Convertible Secured Promissory Note (New Lenders Notes) in the principal amount of the loan, (iii) a Security Agreement under which the Company granted the Lender a security interest in all of its assets and (iv) an Intercreditor Agreement with HEP Investments, LLC (HEP) whereby HEP and the New Lenders agree to participate in all collateral a pari passu basis. The loans have a two-year term and mature in September 2018 ($600,000) and October 2018 ($650,000). Paulson received a 10% cash finance fee for monies invested in the Company in the form of convertible debt, along with 5 year, $.10 warrants equal to 15% of the number of common shares for which the debt is convertible into at $.10 per share. The New Lenders Notes are convertible into the Companys restricted common stock at $.10 per share and bear interest at the rate of 11% per annum. 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 Companys common stock (at $.10 per share). On May 8, 2019, one of the New Lenders bought the note of another New Lender. On January 15, 2020, two New Lenders converted $100,000 of the debt and $36,225 of accrued interest into 1,362,246 shares of the Companys common stock (at $.10 per share). The New Lenders Notes state that they will be repaid as follows: accrued interest must be paid on the first and second anniversary of the Note and unpaid principal not previously converted into common stock must be repaid on the second anniversary of the Note. As of June 30, 2020, the Company has not made the required annual interest payments to three (3) New Lenders. As the Company has not received notices of default, pursuant to the terms of the Notes, we do not currently consider ourselves in default to the three (3) remaining investors. Were the Company to be considered in default, additional interest would accrue at a rate of 16% per annum. Other Debt In September 2014, the Lender of the 1% convertible debentures agreed to rolling 30-day extensions until notice is given to the Company to the contrary. As of June 30, 2020, that agreement is still in place. The Company determined that the modification of these Notes is not a substantial modification in accordance with ASC 470-50, Modifications and Extinguishments. Convertible debt consists of the following: June 30, 2020 (Unaudited) December 31, 2019 1% Convertible notes payable, due July 31, 2020 (at June 30, 2020) $ 240,000 $ 240,000 11% Convertible note payable HEP Investments LLC, a related party, past due June 30, 2019 (as of June 30, 2020 no notice of default has been received) 4,090,342 4,090,342 11% Convertible note payable New Lenders; placed by Paulson, past due at various dates ranging from September 2018 to October 2019 (as of June 30, 2020 no notice of default has been received) 850,000 950,000 5,180,342 5,280,342 Less: Current portion 5,180,342 5,280,342 Long term portion $ - $ - Amortization of debt discounts was $-0- and $374,608 for the six months ended June 30, 2020 and 2019, respectively. |
NOTE 7 - LOANS PAYABLE - OTHERS
NOTE 7 - LOANS PAYABLE - OTHERS | 6 Months Ended |
Jun. 30, 2020 | |
Notes | |
NOTE 7 - LOANS PAYABLE - OTHERS | NOTE 7 LOANS PAYABLE - OTHERS Paycheck Protection Program Loan On May 7, 2020, The Company received $121,700 in loan funding from the Paycheck Protection Program (the "PPP") established pursuant to the recently enacted Coronavirus Aid, Relief, and Economic Security Act of 2020 (the "CARES Act") and administered by the U.S. Small Business Administration ("SBA"). The unsecured loan (the "PPP Loan") is evidenced by a promissory note of the Company, dated April 29, 2020 (the "Note") in the principal amount of $121,700 with Comerica Bank (the "Bank"), the lender. Under the terms of the Note and the PPP Loan, interest accrues on the outstanding principal at the rate of 1.0% per annum. The term of the Note is two years, though it may be payable sooner in connection with an event of default under the Note. To the extent the loan amount is not forgiven under the PPP, the Company will be obligated to make equal monthly payments of principal and interest beginning on the date that is seven months from the date of the Note, until the maturity date. The Note may be prepaid in part or in full, at any time, without penalty. The CARES Act and the PPP provide a mechanism for forgiveness of up to the full amount borrowed. Under the PPP, the Company may apply for forgiveness for all or a part of the PPP Loan. The amount of loan proceeds eligible for forgiveness, as amended, is based on a formula that takes into account a number of factors, including: (i) the amount of loan proceeds that are used by the Company during the covered period after the loan origination date for certain specified purposes including payroll costs, interest on certain mortgage obligations, rent payments on certain leases, and certain qualified utility payments, provided that at least 75% of the loan amount is used for eligible payroll costs; (ii) the Company maintaining or rehiring employees, and maintaining salaries at certain levels; and (iii) other factors established by the SBA. Subject to the other requirements and limitations on loan forgiveness, only that portion of the loan proceeds spent on payroll and other eligible costs during the covered period will qualify for forgiveness. Although the Company currently intends to use the entire amount of the PPP Loan for qualifying expenses, no assurance is provided that the Company will obtain forgiveness of the PPP Loan in whole or in part. The Note contains customary events of default as follows. The Company: · · · · · · · · · · · · · · Upon the occurrence of an event of default, the Lender has customary remedies and may, among other things, require immediate payment of all amounts owed under the Note, collect all amounts owing from the Company, and file suit and obtain judgment against the Company. |
NOTE 8 - DEFERRED REVENUE - PAR
NOTE 8 - DEFERRED REVENUE - PARTICIPATION AGREEMENTS | 6 Months Ended |
Jun. 30, 2020 | |
Notes | |
NOTE 8 - DEFERRED REVENUE - PARTICIPATION AGREEMENTS | NOTE 8 - DEFERRED REVENUE - PARTICIPATION AGREEMENTS During the quarter ended June 30, 2020, the Company entered into six (6) License Co-Development Participation Agreements (Agreements) totaling $1,150,000 with third parties (Participants). The Agreements provide for payments by the Company to the Participants of an aggregate of 17.25% of fees generated by the Company from licensing or selling bioactive ingredients or molecules (including its TLR4 Inhibitor molecule) derived from the Companys algae cultures and actually received from any licensee of the Company (the Revenue Share). The Agreements also call for the issuance of warrants to purchase an aggregate of 3,450,000 shares of common stock with a term of five years and at exercise prices of either $.11 or $.12 per share (See the Table below). According to the terms of the Agreements, and pursuant to ASC 470-10-25 Debt Sales of Future Revenues the Company has bifurcated the proceeds of $1,150,000 as follows: 1) the 3,450,000 warrants sold were attributed a value of $117,474 based on the Black Scholes pricing model using the following assumptions: volatilities ranging from 147.12% to 154.26%; annual rate of dividends 0%; discount rates ranging from 0.29% to 0.44%, and recorded as Additional Paid In Capital; 2) the remaining $1,032,526 was recorded as Deferred Revenue Participation Agreements. Since the Company believes there is a rebuttable presumption pursuant to ASC 470-10-25.2, the Deferred Revenue Participation Agreements will be amortized into income, using an estimate to be determined by Management, if and when the Company derives income from the license or sale of bioactive ingredients or molecules (including its TLR4 Inhibitor molecule) derived from the Companys algae cultures. Agreements #1 through #4 allow the Company the option (Option) to buy back the right, title and interest in the Revenue Share for an amount equal to the amount funded plus a forty percent (40%) premium. The Company may exercise its Option by delivering written notice to the Participant of its intent to exercise the Option, along with repayment terms of the amount funded, which may be paid, in the Companys sole discretion, in one lump sum or in four (4) equal quarterly payments. Agreements #5 and #6 allow the Company the Option to buy back the right, title and interest in the Revenue Share for an amount equal to the amount funded plus a forty percent (40%) premium, if the Option is exercised in less than 18 months, or a fifty percent (50%) premium, if the Option is exercised after 18 months. Pursuant to the terms of both Agreements, the Company may not exercise its Option until it has paid the Participant a revenue share equal to a minimum of thirty percent (30%) of the amount initially funded. Once this minimum threshold is met, the Company may exercise its Option by delivering written notice to the Participant of its intent to exercise the Option, along with repayment terms of the amount funded, which may be paid, in the Companys sole discretion, in one lump sum or in four (4) equal quarterly payments. If the Company does not make such quarterly payments timely for any quarter, then the Company shall pay the prorate Revenue Share amount, retroactive on the entire remaining balance owed, that would have been earned during such quarter until the default payments are made and the payment schedule is no longer in default. Agreement # Date of Funding Amount Funded Warrants Term Exercise Price Revenue Share Minimum Payment Threshold Buy-back Premium % pre-18 mos. Buy-back Premium % post 18 mos. 1 April 13, 2020 $ 100,000 300,000 5 Years $ 0.12 1.500% - 40% 40% 2 April 13, 2020 $ 150,000 450,000 5 Years $ 0.12 2.250% - 40% 40% 3 April 13, 2020 $ 150,000 450,000 5 Years $ 0.12 2.250% - 40% 40% 4 May 7, 2020 $ 250,000 750,000 5 Years $ 0.12 3.750% - 40% 40% 5 June 1, 2020 $ 275,000 825,000 5 Years $ 0.11 4.125% $ 82,500 40% 50% 6 June 3, 2020 $ 225,000 675,000 5 Years $ 0.11 3.375% $ 67,500 40% 50% $ 1,150,000 3,450,00 17.250% $ 150,000 |
NOTE 9 - STOCKHOLDERS' DEFICIT
NOTE 9 - STOCKHOLDERS' DEFICIT | 6 Months Ended |
Jun. 30, 2020 | |
Notes | |
NOTE 9 - STOCKHOLDERS' DEFICIT | NOTE 9 - STOCKHOLDERS DEFICIT Board of Directors fees The Company recorded cash director fees of $16,750 and $20,000 during the six months ended June 30, 2020 and 2019. Stock Based Compensation In May 2019, in connection with a Supply Chain Consulting Agreement, the Company issued a warrant to purchase 5,000,000 shares of common stock at an exercise price of $.10 for a term of five years. The warrants were valued at $529,023 using the Black Scholes pricing model relying on the following assumptions: volatility 181.49%; annual rate of dividends 0%; discount rate 2.34% (See Note 10). Stock Issuances During the six months ended June 30, 2020, the Company issued 156,252 shares at $.16 per share for proceeds of $25,000, to private investors. During the six months ended June 30, 2019, the Company issued 13,520,000 shares of its common stock at $.10 per share, for proceeds of $1,352,000, to private investors. Stock Warrants Exercised During the six months ended June 30, 2020, HEP Investments, a principal shareholder and related party, assigned warrants to purchase 4,250,000 shares of the Companys Common Stock to third party investors. These warrants were exercised at $.10 per share resulting in proceeds of $425,000. Due to the nature of this transaction, the Company considered the warrants to be contributed capital from a majority shareholder and recorded equity related finance charges. The warrants were valued at $495,501 using the Black Scholes pricing model relying on the following assumptions: volatilities ranging from 128.20% to 142.46%; annual rate of dividends 0%; discount rates ranging from 0.41% to 1.65%. During the six months ended June 30, 2020, warrants to purchase 4,630,000 shares of the Companys Common Stock were exercised on a cashless basis resulting in the issuance of 2,194,873 shares of common stock. In addition, the Company issued 1,935,000 shares of the Companys Common Stock at an average price of $.08 per share for proceeds of $155,400 from the exercise of warrants. Sale of Common Stock Warrants In connection with the License Co-Development Participation Agreements (Participation Agreements) (see Note 8), the Company sold warrants to purchase 3,450,000 shares of common stock for $117,474. The warrants were valued based on the Black Scholes pricing model relying on the following assumptions: volatility 147.12% to 154.26%; annual rate of dividends 0%; discount rate 0.29% to 0.44%. 2019 Omnibus Long-Term Incentive Plan On November 29, 2019, after approval from the Board, the Company entered into and adopted the 2019 Omnibus Long-Term Incentive Plan (the 2019 Incentive Plan) for the purpose of enhancing the Registrants ability to attract and retain highly qualified directors, officers, key employees and other persons and to motivate such persons to improve the business results and earnings of the Company by providing an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. The 2019 Incentive Plan will be administered by the compensation committee of the Board who will, amongst other duties, have full power and authority to take all actions and to make all determinations required or provided for under the 2019 Incentive Plan. Pursuant to the 2019 Incentive Plan, the Company may grant options, share appreciation rights, restricted shares, restricted share units, unrestricted shares and dividend equivalent rights. The Plan has a duration of 10 years. Subject to adjustment as described in the 2019 Incentive Plan, the aggregate number of common shares (Shares) available for issuance under the 2019 Incentive Plan is One Hundred Two Million (102,000,000) Shares. The exercise price of each Share subject to an Option (as defined in the 2019 Incentive Plan) shall be at least the Fair Market Value (as defined in the 2019 Incentive Plan) (except in the case of an incentive stock option granted to more than 10% shareholder of the Company, in which case the price should not be less than 110% of the Fair Market Value) on the date of the grant of a Share and shall have a term of no more than ten years. As of June 30, 2020, 37,500,000 Options have been issued with terms between 5 years and 10 years. Based on certain performance milestones, the grant agreements also provide for the issuance of an additional 19,000,000 options of the Companys common stock at an exercise price of at least the Fair Market Value (as defined in the 2019 Omnibus Long-term Incentive Plan) on the date of the grant of a Share and with a term of no more than ten years. Common Stock Options A summary of the status of the Companys Options related to the 2019 Incentive Plan is presented below: June 30, 2020 December 31, 2019 Number of Options Weighted Average Exercise Price Number of Options Weighted Average Exercise Price Outstanding, beginning of year 29,000,000 $ 0.10 - $ - Issued 8,500,000 0.15 29,000,000 0.10 Outstanding, end of period 37,500,000 $ 0.11 29,000,000 $ 0.10 Options outstanding and exercisable by price range as of June 30, 2020 were as follows: Outstanding Options Exercisable Options Range of Number Average Weighted Remaining Contractual Life in Years Exercise Price Number Weighted Average Exercise Price $ 0.10 28,000,000 9.38 $ 0.10 28,000,000 $ 0.10 0.13 3,500,000 4.70 0.13 3,500,000 0.13 0.14 1,000,000 9.44 0.14 1,000,000 0.14 0.15 2,000,000 9.68 0.15 2,000,000 0.15 0.16 3,000,000 4.61 0.16 3,000,000 0.16 37,500,000 8.58 37,500,000 $ 0.11 Executive Compensation On March 4, 2020, the Company entered into an employment letter with Philip Rice, Chief Financial Officer of the Company (Agreement). Under the terms of the Agreement, Mr. Rice will serve as Chief Financial Officer of the Company for one year, with successive automatic renewals for one year terms, unless either party terminates the Agreement on at least sixty days notice prior to the expiration of the then current term of the Agreement. Mr. Rice will receive an annual base salary, commencing on January 1, 2020, of $280,000 (Base Salary). The Base Salary shall increase to $300,000, when the following event occurs: within one (1) year after the Effective Date, the Company enters into a term sheet and receives the related financing to receive at least $15,000,000 in equity or other form of investment or debt (Third Party Financing) on terms satisfactory to the board of directors of the Company (the Board). On the date the Agreement was executed, Mr. Rice received a $25,000 retention bonus and was issued a fully-vested nonqualified stock option to purchase 2,000,000 shares of the Companys common stock at a price $0.15 per share with a term of 10 years (these options were valued at $297,248 using the Black Scholes pricing model relying on the following assumptions: volatility 163.68%; annual rate of dividends 0%; discount rate 1.02%). Mr. Rice shall also receive a bonus of $50,000 and a fully-vested nonqualified stock option to purchase 2,000,000 shares of the Companys common stock at a price equal to the greater of $0.10 per share and the Fair Market Value (as defined in the 2019 Omnibus Long-term Incentive Plan), 10 year term, upon the closing, prior to December 31, 2020, of Third Party Financing which raises at least $15,000,000, as long as Mr. Rice was employed at the time of closing or was employed within one year prior to the closing. If, upon the closing prior to December 31, 2021 of Third Party Financing which raises at least $10,000,000 for the Company, Mr. Rice shall receive an additional bonus of $50,000, as long as Mr. Rice was employed at the time of closing or if employed within one year prior to the closing. Mr. Rices Agreement provides that if a Change of Control (as defined in the Agreement) occurs and Mr. Rice is not offered substantially equivalent employment with the successor corporation or Mr. Rices employment is terminated without Cause (as defined in the Agreement) during the three month period prior to the Change of Control or the 24-month period following the Change of Control, 100% of Mr. Rices unvested options will be fully vested and the restrictions on his restricted shares will lapse. Mr. Rices Agreement also provides for severance payments of, amongst other things, a lump sum payment of 300% of base salary and payment of 24 months of the base salary in such event. Mr. Rices will receive the following severance benefits following a termination (as defined) of employment: a continuation of his Base Salary for one (1) year and a fully-vested, nonqualified stock option to purchase 1,000,000 shares of the Companys common stock at a price equal to the greater of $0.10 per share and the Fair Market Value (as defined in the 2019 Omnibus Long-term Incentive Plan), 10 year term. Prior to this Agreement, as compensation for serving as Chief Financial Officer, the Company, quarterly, issues 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 February 12, 2019, the Company issued the CFO warrants to purchase 50,000 shares of common stock at $.10. The warrants were valued at $4,766 using the Black Scholes pricing model relying on the following assumptions: volatility 180.46%; annual rate of dividends 0%; discount rate 2.53%. On May 13, 2019, the Company issued the CFO warrants to purchase 50,000 shares of common stock at $.10. The warrants were valued at $4,800 using the Black Scholes pricing model relying on the following assumptions: volatility 181.72%; annual rate of dividends 0%; discount rate 2.18%. Employment Agreements In the six months ended June 30, 2020, the Company entered into Employment Letters (Agreements) with two of its key employees. The Agreements provide, among other items, for immediate issuance of 6,500,000 options of the Companys common stock at an exercise price of at least the Fair Market Value (as defined in the 2019 Omnibus Long-term Incentive Plan) on the date of the grant of a Share and shall have a term of five years (these options were valued at $898,975 using the Black Scholes pricing model relying on the following assumptions: volatility 183.87% and 184.19%; annual rate of dividends 0%; discount rate 0.79% and 1.45%). Based on certain performance milestones, the Agreements also provide for the issuance of an additional 10,000,000 options of the Companys common stock at an exercise price of at least the Fair Market Value (as defined in the 2019 Omnibus Long-term Incentive Plan) on the date of the grant of a Share and shall have a term of five years. The agreements provide for a base salary and cash performance bonuses. Common Stock Warrants A summary of the status of the Companys warrants is presented below: June 30, 2020 December 31, 2019 Number of Warrants Weighted Average Exercise Price Number of Warrants Weighted Average Exercise Price Outstanding, beginning of year 194,204,339 $ 0.09 192,148,956 $ 0.09 Issued 3,450,000 0.12 12,783,672 0.10 Exercised (10,815,000) 0.10 (9,688,917) 0.10 Cancelled - - (345,205) 0.11 Expired (2,217,333) 0.08 (694,167) 0.17 Outstanding, end of period 184,622,006 $ 0.09 194,204,339 $ 0.09 Warrants outstanding and exercisable by price range as of June 30, 2020 were as follows: Outstanding Warrants Exercisable Warrants Exercise Price Number Weighted Remaining Contractual Life in Years Exercise Price Number Weighted Average Exercise Price $ 0.05 1,000,000 1.20 $ 0.05 1,000,000 $ 0.05 0.06 16,050,000 2.09 0.06 16,050,000 0.06 0.07 2,500,000 2.20 0.07 2,500,000 0.07 0.08 30,468,477 1.96 0.08 30,468,477 0.08 0.09 225,000 1.31 0.09 225,000 0.09 0.10 125,673,734 2.83 0.10 125,673,734 0.10 0.11 3,704,795 3.73 0.11 3,704,795 0.11 0.12 2,050,000 4.66 0.12 2,050,000 0.12 0.14 2,550,000 3.25 0.14 2,550,000 0.14 0.18 400,000 4.50 0.18 400,000 0.18 184,622,006 2.65 184,622,006 $ 0.09 |
NOTE 10- COMMITMENTS AND CONTIN
NOTE 10- COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2020 | |
Notes | |
NOTE 10- COMMITMENTS AND CONTINGENCIES | NOTE 10- COMMITMENTS AND CONTINGENCIES Dahl Employment Agreement On November 29, 2019, the Company entered into an amended and restated employment agreement with Andrew Dahl, Chief Executive Officer of the Company (Mr. Dahls Employment Agreement or the Agreement). Under the terms of Mr. Dahls Employment Agreement, Mr. Dahl will serve as chief executive officer of the Company for three years, with successive automatic renewals for one year terms, unless either party terminates the Agreement on at least sixty days notice prior to the expiration of the then current term of Mr. Dahls Employment Agreement. Mr. Dahl will receive an annual base salary, commencing on June 1, 2019, of $440,000 (Base Salary), of which $7,500 per month will be deferred until either of the following events occur: (i) within five (5) years after the Effective Date, the Company enters into a term sheet to receive at least $25,000,000 in equity or other form of investment or debt on terms satisfactory to the board of directors of the Company (the Board) including funding at closing on such terms of at least $10 million; or (ii) within twelve (12) months after the Effective Date that the Company receives revenue of at least $10 million. The Company has accrued $97,500 of the deferred salary as of June 30, 2020, reflected in accrued expenses on the Balance Sheet. The Base Salary shall be subject to annual review and increase (but not decrease) by the Board during the Employment Term with minimum annual increases of 4% over the previous years Base Salary. Mr. Dahl is entitled to a Revenue Bonus (as defined in the Agreement) equal to 2% of the Companys revenue contribution in accordance with a formula as detailed in the Agreement. No Revenue Bonus is payable in any year where there is an Operating Net Loss (as defined in the Agreement). For the 2020 fiscal year (January 1, 2020 to December 31, 2020) (Year One), the Company shall pay Mr. Dahl a bonus equal to 50% of his Base Salary if the Company achieves revenues for Year One which are (w) at least $500,000; and (x) greater than that for the 12-month period immediately preceding Year One. In addition, for 2021 fiscal year (January 1, 2021 through December 31, 2021) (Year Two), the Company shall pay Mr. Dahl a bonus equal to 50% of the Base Salary if the Company achieves revenues for Year Two which are (y) at least $500,000; and (z) greater than that for Year One. Mr. Dahl was awarded a non-qualified option to purchase 28 million shares of the Companys common stock at a price equal to the greater of $0.10 per share and the Fair Market Value (as defined in the 2019 Omnibus Long-term Incentive Plan). Mr. Dahl will be entitled to non-qualified performance-based options having an exercise price equal to the greater of $.10 per share and the Fair Market Value (as defined in the 2019 Omnibus Long-term Incentive Plan), upon the attainment of specified milestones as follows: (i) Non-qualified option to purchase 1,000,000 common shares upon identification of bioactive agents in the Company product and filing of a patent with respect thereto; (ii) Non-qualified option to purchase 1,500,000 common shares upon entering into a contract under which the Company receives at least $500,000 in cash payments; (iii) Non-qualified option to purchase 1,500,000 common shares upon the Company entering into a co-development agreement with a research company to develop medicinal or pharmaceutical applications (where the partner provides at least $2 million in cash or in-kind outlays); (iv) Non-qualified option to purchase 1,500,000 common shares upon the Company entering into a co-development agreement for nutraceutical or dietary supplement applications (where the partner provides at least $2 million in cash or in-kind outlays); and (v) Non-qualified option to purchase 1,500,000 common shares upon the Company entering into a pharmaceutical development agreement. As it relates to the Companys wholly-owned subsidiary, Wellmetrix, LLC (Wellmetrix), if and when at least $2 million in equity capital is raised from a third party and invested in Wellmetrix in an arms-length transaction, Mr. Dahl shall be granted a warrant to purchase an equity interest in Wellmetrix that is equal to the equity interest in Wellmetrix owned by the Company at the time of the first tranche of any such capital raise (the Wellmetrix Warrant). The Wellmetrix Warrant shall be fully vested as of the date it is granted and shall expire on the tenth (10th) anniversary of the grant date. Once granted, the Wellmetrix Warrant may be exercised from time to time in whole or in part, with Mr. Dahl retaining any unexercised portion. The exercise price for the Wellmetrix Warrant shall be equal to the fair market value of the interest in Wellmetrix implied by the pricing of the first tranche of any such capital raise. Mr. Dahls Employment Agreement provides that if a Change of Control (as defined in the Agreement) occurs and Mr. Dahl is not offered substantially equivalent employment with the successor corporation or Mr. Dahls employment is terminated without Cause (as defined in the Agreement) during the three month period prior to the Change of Control or the 24-month period following the Change of Control, 100% of Mr. Dahls unvested options will be fully. Mr. Dahls Employment Agreement also provides for severance payments of, amongst other things, 300% of base salary and 2x the amount of the Revenue Bonus in such event. As of December 31, 2019, the milestone relating to the identification of bioactive agents in the Company product and the filing of a patent with respect thereto was met, thereby triggering the option to purchase 1,000,000 common shares. As per the Agreement, the Company issued a non-qualified option to purchase 1 million shares of the Company according to the 2019 Incentive Plan at an exercise price of $.14 with a term of 10 years (these options were valued at $138,806 using the Black Scholes pricing model relying on the following assumptions: volatility 164.37%; annual rate of dividends 0%; discount rate 1.84%). The Company issued a non-qualified option to purchase 28 million shares of the Company according to the 2019 Incentive Plan at an exercise price of $.10 with a term of 10 years (these options were valued at $2,497,161 using the Black Scholes pricing model relying on the following assumptions: volatility 164.20%; annual rate of dividends 0%; discount rate 1.84%). Corporate Advisory Agreement On September 30, 2019, effective July 9, 2019, the Company entered into an agreement with an Investment Opportunity Provider (IOP). The IOP has been engaged as an exclusive financial advisor in connection with the proposed securities offering and sale of up to $35 million of the Companys Common Stock. The Company has agreed to pay the IOP, upon the acceptance of a successful funding transaction, a fee of 1% of the aggregate value of the transaction and a warrant to purchase up to 6,000,000 shares of common stock at an exercise price of $.10 for a term of five years. As of June 30, 2020, in connection with this agreement, no successful funding transactions have taken place and no warrants have been issued. Financial Consulting Agreement On May 4, 2020, the Company entered into a Financial Consulting and Corporate Advisory Agreement (Agreement). The Agreement calls for a non-refundable initial fee of $25,000 and two additional monthly fees of $15,000 per month. To the extent a transaction (defined as the sale of equity securities, hybrid debt and equity securities or the entering into any fund capital, joint venture, buy out, or similar transactions) is entered into, then the Company will pay an 8% fee based on the value of the transaction. A 50% credit of the initial fee and monthly fees will be credited against the 8% fee. This Agreement can be cancelled at any time by either party, however, there is a 24-month period where the 8% transaction will be payable based on identified transaction participants. Supply Chain Consulting Agreement On February 27, 2019, the Company entered into a Supply Chain Consulting Agreement with a consultant (Consultant) (see Note 8 Stockholders Deficiency). In May 2019, the Company issued a warrant to purchase 5,000,000 shares of common stock at an exercise price of $.10 for a term of five years to the Consultant. The warrants were valued at $529,023 using the Black Scholes pricing model relying on the following assumptions: volatility 181.49%; annual rate of dividends 0%; discount rate 2.34%. In October 2019, 2,000,000 of those warrants were returned to the Company resulting in a reduction in the value of $211,609. On September 14, 2019, the parties entered into a First Amendment to the Supply Chain Consulting Agreement (Supply Consulting Agreement Amendment). The Supply Consulting Agreement Amendment provides that the Consultant will identify and help negotiate the terms of potential joint ventures involving algae production development projects or related transactions or business combinations (Development Project). The Supply Consulting Agreement provides for exclusivity in Southeast Asia; Oceania; Indian subcontinent; and Africa; with regions in the Middle East by mutual agreement. The closing of a Development Project (as acceptable to the Company) is defined as the date that the Company is able, financially and otherwise, to proceed with engineering and construction of algae production facilities, processing or warehousing facilities and supply chain development, or related business combinations rendering an equivalent outcome (in the reasonable determination of the Company), for the production, processing, transport, compliance, marketing and resale of its proprietary algae biomass. Upon the closing of a Development Project, the Company will pay cash fees of $300,000 to Consultant, pay an on-going monthly fee of $50,000 for 24 months and issue to Consultant a cashless warrant with a five-year term to purchase nineteen million (19,000,000) shares of the Companys common stock at an exercise price of $0.10 per share. As of June 30, 2020, the Development Project has not closed, and the warrants have not yet been issued. The Board of Directors has also authorized the Company to issue to Consultant a cashless warrant with a five-year term to purchase 1,000,000 shares of the Companys common stock at an exercise price of $0.10 per share at its discretion. As of June 30, 2020, such warrant has not been issued. Marketing / Public Relations Agreement On December 27, 2019, the Company entered into a Marketing / Public Relations Agreement (Agreement) with a consultant (Consultant). The Agreement provides that the Consultant will assist the Company in identifying and assist in the negotiation of potential licensing, product sales, joint ventures and venture financing of projects outside of the United States and provide advice for the Companys long-term business strategy and commercial relationships. The Agreement calls for the issuance of warrants to purchase up to 5,000,000 shares of the Companys common stock at an exercise price based on the closing market price on the day of issuance, with a five-year term. For commercial transactions whose value is determined and agreed to by both parties exceeding $1,000,000 (Qualifying Transaction), the Company shall issue to Consultant a warrant to purchase common stock in the amount of 500,000 shares. For each successive Qualifying Transaction of at least $1,000,000, the Consultant shall be issued 300,000 shares up to a maximum cumulative award of 5,000,000 shares in warrant form in total. Further, the Company will pay a 4% commission on the revenue received on the sale of Company algal product to one or more entities identified and cultivated by Consultant, and on the revenue received from licensing the Companys intellectual property to such entities identified and cultivated by Consultant, for a period of three (3) years from the effective date of a qualifying transaction. The Agreement also calls for a $5,000 payment upon signing and monthly payments of $5,000 once a Qualifying Transaction, the sale of an algal product or revenue from a licensing transaction occurs. As of June 30, 2020, a commercial transaction has not closed, and the warrants have not yet been issued and no commissions have been paid. 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 11 - RELATED PARTY TRANSAC
NOTE 11 - RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2020 | |
Notes | |
NOTE 11 - RELATED PARTY TRANSACTIONS | NOTE 11 - RELATED PARTY TRANSACTIONS Due to Related Party See Note 4 Due to Related Party for disclosure of payable to related Party. Loan Payable Related Party See Note 5 Loan Payable Related Parties for disclosure of loans payable to related Parties Executive Compensation See Note 9 Stockholder Deficiency for disclosure of compensation to the Chief Financial Officer. Employment Agreement See Note 10 Commitments and Contingencies for disclosure of the Employment Agreement with the Chief Executive Officer. |
NOTE 12 - SUBSEQUENT EVENTS
NOTE 12 - SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2020 | |
Notes | |
NOTE 12 - SUBSEQUENT EVENTS | NOTE 12 SUBSEQUENT EVENTS Loan Payable - Related Party From July 1, 2020 through the date of this filing, HEP Investments LLC funded an additional $20,000. This amount was recorded as Loan Payable, Related Party. Deferred Revenue - Participation Agreement From July 1, 2020 through the date of this filing, the Company entered into a License Co-Development Participation Agreement (Agreement) for $100,000. The Agreement provides for, among other items, the partner (the Participant) to participate in the fees (the Fees) from licensing or selling bioactive ingredients or molecules derived from the Companys algae cultures. Based upon the agreement signed to date, the Company will issue to the Participant warrants with a five-year term to purchase 300,000 shares of the Companys common stock at an exercise price of $0.12 per share and provide to the Participant a 1.50% Revenue Share of all license fees generated by ZIVO from any Licensee. The Agreement allows the Company the Option to buy back the right, title and interest in the Revenue Share for an amount equal to the amount funded plus a forty percent (40%) premium, if the Option is exercised in less than 18 months, or fifty percent (50%), if the Option is exercised after 18 months. Pursuant to the terms of both Agreements, the Company may not exercise its Option until it has paid the Participant a revenue share equal to a minimum of thirty percent (30%) of the amount initially funded. Once this minimum threshold is met, the Company may exercise its Option by delivering written notice to the Participant of its intent to exercise the Option, along with repayment terms of the amount funded, which may be paid, in the Companys sole discretion, in one lump sum or in four (4) equal quarterly payments. If the Company does not make such quarterly payments timely for any quarter, then the Company shall pay the prorate Revenue Share amount, retroactive on the entire remaining balance owed, that would have been earned during such quarter until the default payments have been made and the payment schedule is no longer in default. Financial Consulting Agreement On July 16, 2020, the Company entered into an Advisory Agreement (Agreement). The Agreement calls for monthly fees of $10,000 per month. The Agreement is on a month to month renewal basis. Upon each renewal (starting with the second month), the Company shall issue a warrant to purchase 150,000 shares of common stock at an exercise price of $.12 for a term of five years. |
NOTE 2 - SUMMARY OF SIGNIFICA_2
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Principles of Consolidation (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Policies | |
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of ZIVO Bioscience, Inc. and its wholly-owned subsidiaries, Health Enhancement Corporation, HEPI Pharmaceuticals, Inc., Wellmetrix, LLC (formerly known as WellMetris, LLC), and Zivo Biologic, Inc. All significant intercompany transactions and accounts have been eliminated in consolidation. |
NOTE 2 - SUMMARY OF SIGNIFICA_3
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Accounting Estimates (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Policies | |
Accounting Estimates | Accounting Estimates The Companys condensed 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 amounts 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 2 - SUMMARY OF SIGNIFICA_4
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
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. Cash equivalents consist of highly liquid investments with an original maturity of three months or less when purchased. At June 30, 2020, the Company did not have any cash equivalents. |
NOTE 2 - SUMMARY OF SIGNIFICA_5
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property and Equipment (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
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. Repair and maintenance costs that do not improve service potential or extend the economic life of an existing fixed asset are expensed as incurred. |
NOTE 2 - SUMMARY OF SIGNIFICA_6
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Debt Issuance Costs (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
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 costs. 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 $-0- and $1,187,817 and are included in Interest Expense Related Parties on the condensed consolidated Statements of Operations for the six months ended June 30, 2020 and 2019, respectively. As of June 30, 2020, and December 31, 2019 there were no unamortized Debt Issuance costs included in the condensed consolidated Balance Sheets as presented in these financial statements. |
NOTE 2 - SUMMARY OF SIGNIFICA_7
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Policies | |
Revenue Recognition | Revenue Recognition Revenue is recognized in accordance with revenue recognition accounting guidance, which utilizes five steps to determine whether revenue can be recognized and to what extent: (i) identify the contract with a customer; (ii) identify the performance obligation(s); (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) determine the recognition period. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, Revenue from Contracts with Customers, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Significant judgments exercised by management include the identification of performance obligations, and whether such promised goods or services are considered distinct. The Company evaluates promised goods or services on a contract by contract basis to determine whether each promise represents a good or service that is distinct or has the same pattern of transfer as other promises. A promised good or service is considered distinct if the customer can benefit from the good or service independently of other goods/services either in the contract or that can be obtained elsewhere, without regard to contract exclusivity, and the entitys promise to transfer the good or service to the customer is separately identifiable from other promises in the contact. If the good or service is not considered distinct, the Company combines such promises and accounts for them as a single combined performance obligation. For six months ended June 30, 2020 and 2019, the Company had $20,000 and $-0- of service revenue, respectively. |
NOTE 2 - SUMMARY OF SIGNIFICA_8
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Shipping and Handling Costs (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Policies | |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling costs are expensed as incurred. For the six months ended June 30, 2020 and 2019, no shipping and handling costs were incurred. |
NOTE 2 - SUMMARY OF SIGNIFICA_9
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Research and Development (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Policies | |
Research and Development | 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 approximately $2,013,000 and $1,314,000 for the six months ended June 30, 2020 and 2019, respectively. |
NOTE 2 - SUMMARY OF SIGNIFIC_10
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Stock Based Compensation (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Policies | |
Stock Based Compensation | Stock Based Compensation We account for stock-based compensation in accordance with FASB ASC 718, Compensation Stock Compensation, Improvements to Nonemployee Share-Based Payment Accounting. During the six months ended June 30, 2020 and 2019, stock options and warrants were granted to employees and consultants of the Company. As a result of these grants, the Company recorded compensation expense of $1,196,223 and $558,335 for these periods, respectively. The fair value of stock options and warrants was estimated on the date of grant using the Black-Scholes option-pricing model based on the following weighted average assumptions: Six Months Ended June 30, 2020 2019 Expected volatility 163.68% to 184.19% 174.51% to 181.72% Expected dividends 0% 0% Expected term 5 years 5 years Risk free rate 0.79% to 1.45% 2.18% to 2.94% The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of highly subjective assumptions, including the expected stock price volatility. Because the Companys employee warrants have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in managements opinion the existing models may not necessarily provide a reliable single measure of the fair value of the warrants. |
NOTE 2 - SUMMARY OF SIGNIFIC_11
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Loss Per Share (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Policies | |
Loss Per Share | Loss Per Share Basic loss per share is computed by dividing the Companys net loss by the weighted average number of common shares outstanding during the period presented. Diluted loss per share is based on the treasury stock method and includes the effect from potential issuance of common stock such as shares issuable pursuant to the exercise of options, warrants and conversions of debentures. Potentially dilutive securities as of June 30, 2020, consisted of 75,201,513 common shares issuable upon the conversion of convertible debentures and related accrued interest and 222,122,006 common shares issuable upon the exercise of outstanding stock options and warrants. Potentially dilutive securities as of June 30, 2019, consisted of 99,022,158 common shares issuable upon the conversion of convertible debentures and related accrued interest and 196,803,751 common shares issuable upon the exercise of outstanding warrants. For the six months ended June 30, 2020 and 2019 diluted and basic weighted average shares are the same, as potentially dilutive shares are anti-dilutive. |
NOTE 2 - SUMMARY OF SIGNIFIC_12
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Advertising (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Policies | |
Advertising | Advertising Advertising costs are charged to operations when incurred. There were no advertising costs for the six months ended June 30, 2020 and 2019. |
NOTE 2 - SUMMARY OF SIGNIFIC_13
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Concentrations of Credit Risk (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
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 cash equivalents. The Company, from time to time, maintains cash balances at financial institutions which exceed the current Federal Deposit Insurance Corporation (FDIC) limit of $250,000. |
NOTE 2 - SUMMARY OF SIGNIFIC_14
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Reclassifications (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Policies | |
Reclassifications | Reclassifications Certain items in these consolidated financial statements have been reclassified to conform to the current period presentation. |
NOTE 2 - SUMMARY OF SIGNIFIC_15
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Recently Enacted Accounting Standards (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Policies | |
Recently Enacted Accounting Standards | Recently Enacted Accounting Standards In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers. ASU 2014-09 superseded the revenue recognition requirements in Revenue Recognition (Topic 605), and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflect the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is not permitted. Historically the Company has had insignificant revenues. In February 2016, the FASB issued ASU No. 2016-02, Leases, to require lessees to recognize all leases, with limited 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. Subsequently, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, ASU No. 2018-11, Targeted Improvements, and ASU No. 2018-20, Narrow-Scope Improvements for Lessors, to clarify and amend the guidance in ASU No. 2016-02. ASU No. 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period. The Company has adopted each of the ASUs. Prior comparative periods were not required to be restated and the ASUs have not had an impact on the Companys consolidated financial statements. |
NOTE 2 - SUMMARY OF SIGNIFIC_16
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Stock Based Compensation: Schedule of Fair Value of Warrants (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Tables/Schedules | |
Schedule of Fair Value of Warrants | Six Months Ended June 30, 2020 2019 Expected volatility 163.68% to 184.19% 174.51% to 181.72% Expected dividends 0% 0% Expected term 5 years 5 years Risk free rate 0.79% to 1.45% 2.18% to 2.94% |
NOTE 3 - PROPERTY AND EQUIPME_2
NOTE 3 - PROPERTY AND EQUIPMENT: Schedule of Property and Equipment (Sptember 30 2019 Unaudted) (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Tables/Schedules | |
Schedule of Property and Equipment (Sptember 30 2019 Unaudted) | June 30, 2020 December 31, 2019 (Unaudited) Furniture and fixtures $ 20,000 $ 20,000 Equipment 80,000 80,000 100,000 100,000 Less accumulated depreciation and amortization (100,000) (100,000) $ - $ - |
NOTE 6 - CONVERTIBLE DEBT_ Sche
NOTE 6 - CONVERTIBLE DEBT: Schedule of Convertible Debt (June 30 2020 unaudited) (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Tables/Schedules | |
Schedule of Convertible Debt (June 30 2020 unaudited) | Convertible debt consists of the following: June 30, 2020 (Unaudited) December 31, 2019 1% Convertible notes payable, due July 31, 2020 (at June 30, 2020) $ 240,000 $ 240,000 11% Convertible note payable HEP Investments LLC, a related party, past due June 30, 2019 (as of June 30, 2020 no notice of default has been received) 4,090,342 4,090,342 11% Convertible note payable New Lenders; placed by Paulson, past due at various dates ranging from September 2018 to October 2019 (as of June 30, 2020 no notice of default has been received) 850,000 950,000 5,180,342 5,280,342 Less: Current portion 5,180,342 5,280,342 Long term portion $ - $ - |
NOTE 8 - DEFERRED REVENUE - P_2
NOTE 8 - DEFERRED REVENUE - PARTICIPATION AGREEMENTS: Schedule of License Co-Development Participation Agreements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Tables/Schedules | |
Schedule of License Co-Development Participation Agreements | Agreement # Date of Funding Amount Funded Warrants Term Exercise Price Revenue Share Minimum Payment Threshold Buy-back Premium % pre-18 mos. Buy-back Premium % post 18 mos. 1 April 13, 2020 $ 100,000 300,000 5 Years $ 0.12 1.500% - 40% 40% 2 April 13, 2020 $ 150,000 450,000 5 Years $ 0.12 2.250% - 40% 40% 3 April 13, 2020 $ 150,000 450,000 5 Years $ 0.12 2.250% - 40% 40% 4 May 7, 2020 $ 250,000 750,000 5 Years $ 0.12 3.750% - 40% 40% 5 June 1, 2020 $ 275,000 825,000 5 Years $ 0.11 4.125% $ 82,500 40% 50% 6 June 3, 2020 $ 225,000 675,000 5 Years $ 0.11 3.375% $ 67,500 40% 50% $ 1,150,000 3,450,00 17.250% $ 150,000 |
NOTE 9 - STOCKHOLDERS' DEFICIT_
NOTE 9 - STOCKHOLDERS' DEFICIT: Schedule of Status of Warrants (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Tables/Schedules | |
Schedule of Status of Warrants | June 30, 2020 December 31, 2019 Number of Warrants Weighted Average Exercise Price Number of Warrants Weighted Average Exercise Price Outstanding, beginning of year 194,204,339 $ 0.09 192,148,956 $ 0.09 Issued 3,450,000 0.12 12,783,672 0.10 Exercised (10,815,000) 0.10 (9,688,917) 0.10 Cancelled - - (345,205) 0.11 Expired (2,217,333) 0.08 (694,167) 0.17 Outstanding, end of period 184,622,006 $ 0.09 194,204,339 $ 0.09 |
NOTE 9 - STOCKHOLDERS' DEFICI_2
NOTE 9 - STOCKHOLDERS' DEFICIT: Schedule of Warrants outstanding and exercisable by price range (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Tables/Schedules | |
Schedule of Warrants outstanding and exercisable by price range | Outstanding Warrants Exercisable Warrants Exercise Price Number Weighted Remaining Contractual Life in Years Exercise Price Number Weighted Average Exercise Price $ 0.05 1,000,000 1.20 $ 0.05 1,000,000 $ 0.05 0.06 16,050,000 2.09 0.06 16,050,000 0.06 0.07 2,500,000 2.20 0.07 2,500,000 0.07 0.08 30,468,477 1.96 0.08 30,468,477 0.08 0.09 225,000 1.31 0.09 225,000 0.09 0.10 125,673,734 2.83 0.10 125,673,734 0.10 0.11 3,704,795 3.73 0.11 3,704,795 0.11 0.12 2,050,000 4.66 0.12 2,050,000 0.12 0.14 2,550,000 3.25 0.14 2,550,000 0.14 0.18 400,000 4.50 0.18 400,000 0.18 184,622,006 2.65 184,622,006 $ 0.09 |
NOTE 1 - BASIS OF PRESENTATION
NOTE 1 - BASIS OF PRESENTATION (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Details | |||||
Net Loss | $ (1,166,835) | $ (2,540,146) | $ (3,709,813) | $ (5,597,142) | |
Working capital deficiency | 9,871,274 | 9,871,274 | |||
Accumulated Stockholders' Equity (Deficit) | 9,992,974 | 9,992,974 | |||
Issuance of Common Stock | 605,400 | ||||
Proceeds from the sale of Participation Agreements | 1,150,000 | ||||
Loans Payable, Others | $ 121,700 | 121,700 | $ 0 | ||
Issuance of Loans | $ 51,000 |
NOTE 2 - SUMMARY OF SIGNIFIC_17
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Debt Issuance Costs (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Details | |||
Amortization of Debt Issuance Costs | $ 0 | $ 1,187,817 | |
Unamortized debt issuance costs | $ 0 | $ 0 |
NOTE 2 - SUMMARY OF SIGNIFIC_18
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Details | ||||
Total Revenues | $ 0 | $ 0 | $ 20,000 | $ 0 |
NOTE 2 - SUMMARY OF SIGNIFIC_19
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Stock Based Compensation (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Details | ||
Share-based Payment Arrangement, Expense | $ 1,196,223 | $ 558,335 |
NOTE 2 - SUMMARY OF SIGNIFIC_20
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Stock Based Compensation: Schedule of Fair Value of Warrants (Details) | 6 Months Ended | |
Jun. 30, 2020$ / shares | Jun. 30, 2019$ / shares | |
Expected dividends | $ 0 | $ 0 |
Expected term | 5 years | 5 years |
Minimum | ||
Expected volatility | 1.6368 | 1.7451 |
Risk free rate | 0.0079 | 0.0218 |
Maximum | ||
Expected volatility | 1.8419 | 1.8172 |
Risk free rate | 0.0145 | 0.0294 |
NOTE 2 - SUMMARY OF SIGNIFIC_21
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Loss Per Share (Details) - shares | Jun. 30, 2020 | Jun. 30, 2019 |
Details | ||
Potentially dilutive securities, Common shares from convertible debentures | 75,201,513 | 99,022,158 |
Potentially dilutive securities, Common shares from outstanding warrants | 222,122,006 | 196,803,751 |
NOTE 2 - SUMMARY OF SIGNIFIC_22
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Advertising (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Details | ||
Advertising Expense | $ 0 | $ 0 |
NOTE 3 - PROPERTY AND EQUIPME_3
NOTE 3 - PROPERTY AND EQUIPMENT: Schedule of Property and Equipment (Sptember 30 2019 Unaudted) (Details) - USD ($) | Jun. 30, 2020 | [1] | Dec. 31, 2019 |
Details | |||
Furniture and 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, Plant and Equipment, Other, Net | $ 0 | $ 0 | |
[1] | Unaudited. |
NOTE 3 - PROPERTY AND EQUIPME_4
NOTE 3 - PROPERTY AND EQUIPMENT (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Details | ||
Depreciation, Depletion and Amortization, Nonproduction | $ 0 | $ 0 |
NOTE 5 - LOAN PAYABLE, RELATE_2
NOTE 5 - LOAN PAYABLE, RELATED PARTIES: Christopher Maggiore (Details) - Christopher Maggiore - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Loan balance due to Related Parties | $ 20,000 | |
Accrued Interest | 542 | |
Interest Expense | $ 542 | $ 16,094 |
NOTE 5 - LOAN PAYABLE, RELATE_3
NOTE 5 - LOAN PAYABLE, RELATED PARTIES: HEP Investments, LLC (Details) | Jun. 30, 2020USD ($) |
Details | |
Due to Related Parties | $ 36,000 |
NOTE 6 - CONVERTIBLE DEBT_ Sc_2
NOTE 6 - CONVERTIBLE DEBT: Schedule of Convertible Debt (June 30 2020 unaudited) (Details) - USD ($) | Jun. 30, 2020 | [1] | Dec. 31, 2019 |
Details | |||
1% Convertible notes payable, due November 2019 | $ 240,000 | $ 240,000 | |
11% Convertible note payable - HEP Investments | 4,090,342 | 4,090,342 | |
11% Convertible note payable - New Lenders | 850,000 | 950,000 | |
Convertible Debt, Total | 5,180,342 | 5,280,342 | |
Current portion | 5,180,342 | 5,280,342 | |
Long term portion | $ 0 | $ 0 | |
[1] | Unaudited. |
NOTE 6 - CONVERTIBLE DEBT (Deta
NOTE 6 - CONVERTIBLE DEBT (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Details | ||
Amortization of debt discounts | $ 0 | $ 374,608 |
NOTE 8 - DEFERRED REVENUE - P_3
NOTE 8 - DEFERRED REVENUE - PARTICIPATION AGREEMENTS: Schedule of License Co-Development Participation Agreements (Details) | 6 Months Ended |
Jun. 30, 2020USD ($)$ / sharesshares | |
License Co-Development Participation Agreements - Amount Funded | $ 1,150,000 |
License Co-Development Participation Agreements - Warrants | shares | 345,000 |
License Co-Development Participation Agreements - Revenue Share | 17.25% |
License Co-Development Participation Agreements - Minimum Payment Threshold | $ 150,000 |
Agreement #1 | |
License Co-Development Participation Agreements - Date of Funding | Apr. 13, 2020 |
License Co-Development Participation Agreements - Amount Funded | $ 100,000 |
License Co-Development Participation Agreements - Warrants | shares | 300,000 |
License Co-Development Participation Agreements - Term | 5 years |
License Co-Development Participation Agreements - Exercise Price | $ / shares | $ 0.12 |
License Co-Development Participation Agreements - Revenue Share | 1.50% |
License Co-Development Participation Agreements - Minimum Payment Threshold | $ 0 |
License Co-Development Participation Agreements - Buy-back Premium % pre-18 mos | 40.00% |
License Co-Development Participation Agreements - Buy-back Premium % post 18 mos | 40.00% |
Agreement #2 | |
License Co-Development Participation Agreements - Date of Funding | Apr. 13, 2020 |
License Co-Development Participation Agreements - Amount Funded | $ 150,000 |
License Co-Development Participation Agreements - Warrants | shares | 450,000 |
License Co-Development Participation Agreements - Term | 5 years |
License Co-Development Participation Agreements - Exercise Price | $ / shares | $ 0.12 |
License Co-Development Participation Agreements - Revenue Share | 2.25% |
License Co-Development Participation Agreements - Minimum Payment Threshold | $ 0 |
License Co-Development Participation Agreements - Buy-back Premium % pre-18 mos | 40.00% |
License Co-Development Participation Agreements - Buy-back Premium % post 18 mos | 40.00% |
Agreement #3 | |
License Co-Development Participation Agreements - Date of Funding | Apr. 13, 2020 |
License Co-Development Participation Agreements - Amount Funded | $ 150,000 |
License Co-Development Participation Agreements - Warrants | shares | 450,000 |
License Co-Development Participation Agreements - Term | 5 years |
License Co-Development Participation Agreements - Exercise Price | $ / shares | $ 0.12 |
License Co-Development Participation Agreements - Revenue Share | 2.25% |
License Co-Development Participation Agreements - Minimum Payment Threshold | $ 0 |
License Co-Development Participation Agreements - Buy-back Premium % pre-18 mos | 40.00% |
License Co-Development Participation Agreements - Buy-back Premium % post 18 mos | 40.00% |
Agreement #4 | |
License Co-Development Participation Agreements - Date of Funding | May 7, 2020 |
License Co-Development Participation Agreements - Amount Funded | $ 250,000 |
License Co-Development Participation Agreements - Warrants | shares | 750,000 |
License Co-Development Participation Agreements - Term | 5 years |
License Co-Development Participation Agreements - Exercise Price | $ / shares | $ 0.12 |
License Co-Development Participation Agreements - Revenue Share | 3.75% |
License Co-Development Participation Agreements - Minimum Payment Threshold | $ 0 |
License Co-Development Participation Agreements - Buy-back Premium % pre-18 mos | 40.00% |
License Co-Development Participation Agreements - Buy-back Premium % post 18 mos | 40.00% |
Agreement #5 | |
License Co-Development Participation Agreements - Date of Funding | Jun. 1, 2020 |
License Co-Development Participation Agreements - Amount Funded | $ 275,000 |
License Co-Development Participation Agreements - Warrants | shares | 825,000 |
License Co-Development Participation Agreements - Term | 5 years |
License Co-Development Participation Agreements - Exercise Price | $ / shares | $ 0.11 |
License Co-Development Participation Agreements - Revenue Share | 4.13% |
License Co-Development Participation Agreements - Minimum Payment Threshold | $ 82,500 |
License Co-Development Participation Agreements - Buy-back Premium % pre-18 mos | 40.00% |
License Co-Development Participation Agreements - Buy-back Premium % post 18 mos | 50.00% |
Agreement #6 | |
License Co-Development Participation Agreements - Date of Funding | Jun. 3, 2020 |
License Co-Development Participation Agreements - Amount Funded | $ 225,000 |
License Co-Development Participation Agreements - Warrants | shares | 675,000 |
License Co-Development Participation Agreements - Term | 5 years |
License Co-Development Participation Agreements - Exercise Price | $ / shares | $ 0.11 |
License Co-Development Participation Agreements - Revenue Share | 3.38% |
License Co-Development Participation Agreements - Minimum Payment Threshold | $ 67,500 |
License Co-Development Participation Agreements - Buy-back Premium % pre-18 mos | 40.00% |
License Co-Development Participation Agreements - Buy-back Premium % post 18 mos | 50.00% |
NOTE 9 - STOCKHOLDERS' DEFICI_3
NOTE 9 - STOCKHOLDERS' DEFICIT: Board of Directors fees (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Details | ||
Directors' fees | $ 16,750 | $ 20,000 |
NOTE 9 - STOCKHOLDERS' DEFICI_4
NOTE 9 - STOCKHOLDERS' DEFICIT: Stock Issuances (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Stock Issuance #1 | ||
Sale of Stock, Description of Transaction | Company issued 156,252 shares | |
Issuance of common stock for cash, Shares | 156,252 | |
Sale of Stock, Price Per Share | $ 0.16 | |
Stock Issued | $ 25,000 | |
Stock Issuance #2 | ||
Sale of Stock, Description of Transaction | Company issued 13,520,000 shares | |
Issuance of common stock for cash, Shares | 13,520,000 | |
Sale of Stock, Price Per Share | $ 0.10 | |
Stock Issued | $ 1,352,000 |
NOTE 9 - STOCKHOLDERS' DEFICIT
NOTE 9 - STOCKHOLDERS' DEFICIT (Details) - Common Stock Options | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | |
Option or Warrant 1 | ||
Options or Warrants Outstanding, Exercise Price | $ 0.10 | |
Options or Warrants Outstanding, Number | 28,000,000 | |
Options or Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 9.38 | |
Options or Warrants Exercisable, Exercise Price | $ 0.10 | |
Options or Warrants Exercisable, Number | 28,000,000 | |
Options or Warrants Exercisable, Weighted Average Exercise Price | $ 0.10 | |
Option or Warrant 2 | ||
Options or Warrants Outstanding, Exercise Price | $ 0.13 | |
Options or Warrants Outstanding, Number | 3,500,000 | |
Options or Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 4.70 | |
Options or Warrants Exercisable, Exercise Price | $ 0.13 | |
Options or Warrants Exercisable, Number | 3,500,000 | |
Options or Warrants Exercisable, Weighted Average Exercise Price | $ 0.13 | |
Option or Warrant 3 | ||
Options or Warrants Outstanding, Exercise Price | $ 0.14 | |
Options or Warrants Outstanding, Number | 1,000,000 | |
Options or Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 9.44 | |
Options or Warrants Exercisable, Exercise Price | $ 0.14 | |
Options or Warrants Exercisable, Number | 1,000,000 | |
Options or Warrants Exercisable, Weighted Average Exercise Price | $ 0.14 | |
Option or Warrant 4 | ||
Options or Warrants Outstanding, Exercise Price | $ 0.15 | |
Options or Warrants Outstanding, Number | 2,000,000 | |
Options or Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 9.68 | |
Options or Warrants Exercisable, Exercise Price | $ 0.15 | |
Options or Warrants Exercisable, Number | 2,000,000 | |
Options or Warrants Exercisable, Weighted Average Exercise Price | $ 0.15 | |
Option or Warrant 5 | ||
Options or Warrants Outstanding, Exercise Price | $ 0.16 | |
Options or Warrants Outstanding, Number | 3,000,000 | |
Options or Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 4.61 | |
Options or Warrants Exercisable, Exercise Price | $ 0.16 | |
Options or Warrants Exercisable, Number | 3,000,000 | |
Options or Warrants Exercisable, Weighted Average Exercise Price | $ 0.16 | |
Options or Warrants Outstanding | shares | 29,000,000 | 0 |
Options or Warrants Outstanding, Weighted Average Exercise Price | $ 0.10 | $ 0 |
Options or Warrants Issued | shares | 8,500,000 | 29,000,000 |
Options or Warrants Issued, Weighted Average Exercise Price | $ 0.15 | $ 0.10 |
Options or Warrants Outstanding | shares | 37,500,000 | 29,000,000 |
Options or Warrants Outstanding, Weighted Average Exercise Price | $ 0.11 | $ 0.10 |
Options or Warrants Outstanding, Number | 37,500,000 | |
Options or Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 8.58 | |
Options or Warrants Exercisable, Number | 37,500,000 | |
Options or Warrants Exercisable, Weighted Average Exercise Price | $ 0.11 |
NOTE 9 - STOCKHOLDERS' DEFICI_5
NOTE 9 - STOCKHOLDERS' DEFICIT: Schedule of Status of Warrants (Details) - Common Stock Warrants - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Options or Warrants Outstanding | 194,204,339 | 192,148,956 |
Options or Warrants Outstanding, Weighted Average Exercise Price | $ 0.09 | $ 0.09 |
Options or Warrants Issued | 3,450,000 | 12,783,672 |
Options or Warrants Issued, Weighted Average Exercise Price | $ 0.12 | $ 0.10 |
Options or Warrants Exercised | (10,815,000) | (9,688,917) |
Options or Warrants Exercised, Weighted Average Exercise Price | $ 0.10 | $ 0.10 |
Options or Warrants Cancelled | 0 | (345,205) |
Options or Warrants Cancelled, Weighted Average Exercise Price | $ 0 | $ 0.11 |
Options or Warrants Expired | (2,217,333) | (694,167) |
Options or Warrants Expired, Weighted Average Exercise Price | $ 0.08 | $ 0.17 |
Options or Warrants Outstanding | 184,622,006 | 194,204,339 |
Options or Warrants Outstanding, Weighted Average Exercise Price | $ 0.09 | $ 0.09 |
NOTE 9 - STOCKHOLDERS' DEFICI_6
NOTE 9 - STOCKHOLDERS' DEFICIT: Schedule of Warrants outstanding and exercisable by price range (Details) - Common Stock Warrants | Jun. 30, 2020$ / shares |
Option or Warrant 1 | |
Options or Warrants Outstanding, Exercise Price | $ 0.05 |
Options or Warrants Outstanding, Number | 1,000,000 |
Options or Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 1.20 |
Options or Warrants Exercisable, Exercise Price | $ 0.05 |
Options or Warrants Exercisable, Number | 1,000,000 |
Options or Warrants Exercisable, Weighted Average Exercise Price | $ 0.05 |
Option or Warrant 2 | |
Options or Warrants Outstanding, Exercise Price | $ 0.06 |
Options or Warrants Outstanding, Number | 16,050,000 |
Options or Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 2.09 |
Options or Warrants Exercisable, Exercise Price | $ 0.06 |
Options or Warrants Exercisable, Number | 16,050,000 |
Options or Warrants Exercisable, Weighted Average Exercise Price | $ 0.06 |
Option or Warrant 3 | |
Options or Warrants Outstanding, Exercise Price | $ 0.07 |
Options or Warrants Outstanding, Number | 2,500,000 |
Options or Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 2.20 |
Options or Warrants Exercisable, Exercise Price | $ 0.07 |
Options or Warrants Exercisable, Number | 2,500,000 |
Options or Warrants Exercisable, Weighted Average Exercise Price | $ 0.07 |
Option or Warrant 4 | |
Options or Warrants Outstanding, Exercise Price | $ 0.08 |
Options or Warrants Outstanding, Number | 30,468,477 |
Options or Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 1.96 |
Options or Warrants Exercisable, Exercise Price | $ 0.08 |
Options or Warrants Exercisable, Number | 30,468,477 |
Options or Warrants Exercisable, Weighted Average Exercise Price | $ 0.08 |
Option or Warrant 5 | |
Options or Warrants Outstanding, Exercise Price | $ 0.09 |
Options or Warrants Outstanding, Number | 225,000 |
Options or Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 1.31 |
Options or Warrants Exercisable, Exercise Price | $ 0.09 |
Options or Warrants Exercisable, Number | 225,000 |
Options or Warrants Exercisable, Weighted Average Exercise Price | $ 0.09 |
Option or Warrant 6 | |
Options or Warrants Outstanding, Exercise Price | $ 0.10 |
Options or Warrants Outstanding, Number | 125,673,734 |
Options or Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 2.83 |
Options or Warrants Exercisable, Exercise Price | $ 0.10 |
Options or Warrants Exercisable, Number | 125,673,734 |
Options or Warrants Exercisable, Weighted Average Exercise Price | $ 0.10 |
Option or Warrant 7 | |
Options or Warrants Outstanding, Exercise Price | $ 0.11 |
Options or Warrants Outstanding, Number | 3,704,795 |
Options or Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 3.73 |
Options or Warrants Exercisable, Exercise Price | $ 0.11 |
Options or Warrants Exercisable, Number | 3,704,795 |
Options or Warrants Exercisable, Weighted Average Exercise Price | $ 0.11 |
Option or Warrant 8 | |
Options or Warrants Outstanding, Exercise Price | $ 0.12 |
Options or Warrants Outstanding, Number | 2,050,000 |
Options or Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 4.66 |
Options or Warrants Exercisable, Exercise Price | $ 0.12 |
Options or Warrants Exercisable, Number | 2,050,000 |
Options or Warrants Exercisable, Weighted Average Exercise Price | $ 0.12 |
Option or Warrant 9 | |
Options or Warrants Outstanding, Exercise Price | $ 0.14 |
Options or Warrants Outstanding, Number | 2,550,000 |
Options or Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 3.25 |
Options or Warrants Exercisable, Exercise Price | $ 0.14 |
Options or Warrants Exercisable, Number | 2,550,000 |
Options or Warrants Exercisable, Weighted Average Exercise Price | $ 0.14 |
Option or Warrant 10 | |
Options or Warrants Outstanding, Exercise Price | $ 0.18 |
Options or Warrants Outstanding, Number | 400,000 |
Options or Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 4.50 |
Options or Warrants Exercisable, Exercise Price | $ 0.18 |
Options or Warrants Exercisable, Number | 400,000 |
Options or Warrants Exercisable, Weighted Average Exercise Price | $ 0.18 |
Options or Warrants Outstanding, Number | 184,622,006 |
Options or Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 2.65 |
Options or Warrants Exercisable, Number | 184,622,006 |
Options or Warrants Exercisable, Weighted Average Exercise Price | $ 0.09 |
NOTE 10- COMMITMENTS AND CONT_2
NOTE 10- COMMITMENTS AND CONTINGENCIES (Details) | 6 Months Ended |
Jun. 30, 2020 | |
Commitment #1 | |
Other Commitments, Description | Company entered into an amended and restated employment agreement with Andrew Dahl, Chief Executive Officer of the Company |
Commitment #2 | |
Other Commitments, Description | Company entered into an agreement with an Investment Opportunity Provider |
Commitment #3 | |
Other Commitments, Description | Company entered into a Financial Consulting and Corporate Advisory Agreement |
Commitment #4 | |
Other Commitments, Description | Company entered into a Supply Chain Consulting Agreement with a consultant |
Commitment #5 | |
Other Commitments, Description | Company entered into a Marketing / Public Relations Agreement |
NOTE 12 - SUBSEQUENT EVENTS (De
NOTE 12 - SUBSEQUENT EVENTS (Details) | 6 Months Ended |
Jun. 30, 2020 | |
Event 1 | |
Subsequent Event, Description | HEP Investments LLC funded an additional $20,000 |
Event 2 | |
Subsequent Event, Description | Company entered into a License Co-Development Participation Agreement (“Agreement”) for $100,000 |
Event 3 | |
Subsequent Event, Description | Company entered into an Advisory Agreement |