Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2021 | |
Details | |
Registrant Name | Zivo Bioscience, Inc. |
Registrant CIK | 0001101026 |
Document Type | S-1/A |
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 Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEET (March 31, 2021 unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | |||
Cash | $ 231,935 | $ 137,862 | $ 346,111 |
Prepaid Expenses | 226,447 | 29,953 | 23,282 |
Total Current Assets | 458,382 | 167,815 | 369,393 |
PROPERTY AND EQUIPMENT, NET | 0 | 0 | 0 |
OTHER ASSETS | |||
Right of Use Asset, net | 44,125 | 49,364 | |
Deferred Offering Expenses | 143,377 | 0 | |
Deposits | 3,000 | 3,000 | |
Total Other Assets | 190,502 | 52,364 | |
TOTAL ASSETS | 648,884 | 220,179 | 369,393 |
OTHER ASSETS: | |||
Operating Lease - Right of Use Asset | 49,364 | 0 | |
Security Deposit | 3,000 | 0 | |
Total Other Assets | 52,364 | 0 | |
CURRENT LIABILITIES: | |||
Accounts Payable | 1,735,159 | 1,559,627 | 1,372,428 |
Loans Payable, Related Parties | 0 | 9,000 | 0 |
Convertible Debentures Payable | 5,180,342 | 5,180,342 | |
Deferred Revenue - Participation Agreements | 2,001,001 | 1,936,800 | 0 |
Accrued Interest | 2,599,613 | 2,464,724 | 1,952,606 |
Lease Liability, current portion | 32,362 | 29,172 | |
Note Payable | 158,650 | 0 | |
Accrued Liabilities - Other | 233,898 | 214,250 | 102,500 |
Total Current Liabilities | 11,941,025 | 11,393,915 | 8,707,876 |
Current Portion of Long-Term Operating Lease | 29,172 | 0 | |
Convertible Debentures Payable | 5,180,342 | 5,280,342 | |
LONG-TERM LIABILITIES: | |||
Note -Payable - SBA Paycheck Protection Loan | 121,700 | 121,700 | |
Lease Liability, long term portion | 9,929 | 15,178 | |
Total Long-Term Liabilities | 131,629 | 136,878 | 0 |
Note Payable, Other | 121,700 | 0 | |
Long-Term Operating Lease, Net of Current Portion | 15,178 | 0 | |
TOTAL LIABILITIES | 12,072,654 | 11,530,793 | 8,707,876 |
STOCKHOLDERS' DEFICIT: | |||
Common Stock, Value | 421,119 | 413,036 | 396,737 |
Additional Paid-In Capital | 89,437,765 | 87,340,025 | 81,222,726 |
Accumulated deficit | (101,282,654) | (99,063,675) | (89,957,946) |
Total Stockholders' Deficit | (11,423,770) | (11,310,614) | (8,338,483) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 648,884 | $ 220,179 | $ 369,393 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEET (March 31, 2021 unaudited) - Parenthetical - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Details | |||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 1,200,000,000 | 1,200,000,000 | 1,200,000,000 |
Common Stock, Shares, Issued | 421,119,081 | 413,035,675 | 396,736,506 |
Common Stock, Shares, Outstanding | 421,119,081 | 413,035,675 | 396,736,506 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
REVENUES: | ||||
Service Revenue | $ 0 | $ 20,000 | ||
Total Revenues | 0 | 20,000 | $ 20,000 | $ 0 |
Service Revenue | 20,000 | 0 | ||
COSTS AND EXPENSES: | ||||
General and Administrative | 1,272,745 | 693,573 | 1,948,423 | 4,076,439 |
Professional fees and Consulting expense | 164,077 | 156,449 | 2,872,339 | 1,968,878 |
Research and Development | 646,752 | 1,576,100 | 3,754,913 | 2,307,033 |
Total Costs and Expenses | 2,083,574 | 2,426,122 | 8,575,675 | 8,352,350 |
LOSS FROM OPERATIONS | (2,083,574) | (2,406,122) | (8,555,675) | (8,352,350) |
OTHER INCOME (EXPENSE): | ||||
Interest expense | (24,461) | (24,427) | (97,630) | (106,900) |
Interest expense, Related Parties | (110,943) | (112,429) | (452,424) | (2,676,308) |
Total Other Income (Expense) | (135,404) | (136,856) | (550,054) | (3,157,816) |
Amortization of Debt Discount | 0 | (374,608) | ||
NET LOSS | $ (2,218,978) | $ (2,542,978) | $ (9,105,729) | $ (11,510,166) |
BASIC AND DILUTED LOSS PER SHARE | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.04) |
WEIGHTED AVERAGE BASIC AND DILUTED SHARES OUTSTANDING | 416,039,484 | 401,570,764 | 406,181,771 | 276,396,362 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Common Stock | ||||
Equity Balance, Starting | $ 413,036 | $ 396,737 | $ 396,737 | $ 180,037 |
Shares Outstanding, Starting | 413,035,675 | 396,736,506 | 396,736,506 | 180,036,435 |
Issuance of warrants for services, Value | $ 0 | |||
Issuance of warrants for services, Shares | 0 | |||
Issuance of warrants for services related party, Value | $ 0 | |||
Issuance of warrants for services related party, Shares | 0 | |||
Issuance of common stock for cash, Value | $ 7,726 | $ 156 | $ 3,745 | $ 26,500 |
Issuance of common stock for cash, Shares | 7,726,264 | 156,252 | 3,744,588 | 26,500,000 |
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | $ 1,362 | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 1,362,247 | |||
Stock Issued During Period, Value, Stock Options Exercised | $ 5,637 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 5,636,690 | |||
Issuance of common stock for cash - related party, Value | $ 357 | |||
Issuance of common stock for cash - related party, Shares | 357,142 | |||
Stock Issued During Period, Value, Other | $ 0 | |||
Stock Issued During Period, Shares, Other | 0 | |||
Issuance of warrants to board of directors | $ 0 | $ 0 | ||
Issuance of warrants for services | 0 | 0 | ||
Issuance of warrants and options for services –related party | 0 | |||
Common stock issued on warrant exercise, Value | $ 9,689 | |||
Common stock issued on warrant exercise, Shares | 9,688,917 | |||
Common stock issued on conversion of 11% Loan Payable and accrued interest, Value | $ 3,118 | |||
Common stock issued on conversion of 11% Loan Payable and accrued interest, Shares | 3,118,359 | |||
Common stock issued on conversion of Due to Related Party, Value | $ 4,649 | |||
Common stock issued on conversion of Due to Related Party, Shares | 4,649,291 | |||
Common stock issued on conversion of 11% Convertible Debt and accrued interest - related party, Value | $ 172,744 | |||
Common stock issued on conversion of 11% Convertible Debt and accrued interest - related party, Shares | 172,743,504 | |||
Warrants issued for financing costs, Value | $ 0 | |||
Warrants issued for financing costs, Shares | 0 | |||
Issuance of options for services - related party, Value | $ 0 | |||
Issuance of options for services - related party, Shares | 0 | |||
Common stock issued on warrant exercise, Value | $ 8,685 | |||
Common stock issued on warrant exercise, Shares | 8,685,000 | |||
Cashless exercise of Warrants, Value | $ 2,307 | |||
Cashless exercise of Warrants, Shares | 2,307,334 | |||
Common stock issued on conversion of 11% Loan Payable and accrued interest, Value | $ 1,362 | |||
Common stock issued on conversion of 11% Loan Payable and accrued interest, Shares | 1,362,247 | |||
Common stock issued on conversion of Loans Payable, Related Parties, Value | $ 200 | |||
Common stock issued on conversion of Loans Payable, Related Parties, Shares | 200,000 | |||
Issuance of warrants for participation agreements, Value | $ 0 | |||
Issuance of warrants for participation agreements, Shares | 0 | |||
Net Income (Loss) | $ 0 | $ 0 | $ 0 | $ 0 |
Shares Outstanding, Ending | 421,119,081 | 403,891,695 | 413,035,675 | 396,736,506 |
Equity Balance, Ending | $ 421,119 | $ 403,892 | $ 413,036 | $ 396,737 |
Additional Paid-in Capital | ||||
Equity Balance, Starting | 87,340,026 | 81,222,726 | 81,222,726 | 55,985,626 |
Issuance of warrants for services, Value | 975,024 | 898,975 | ||
Issuance of warrants for services related party, Value | 297,248 | |||
Issuance of common stock for cash, Value | 1,032,274 | 24,844 | 397,121 | 2,623,500 |
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | 134,863 | |||
Stock Issued During Period, Value, Stock Options Exercised | 370,363 | |||
Issuance of common stock for cash - related party, Value | 49,643 | |||
Stock Issued During Period, Value, Other | 40,799 | |||
Issuance of warrants to board of directors | 1,248,616 | 192,614 | ||
Issuance of warrants for services | 2,302,044 | 759,378 | ||
Issuance of warrants and options for services –related party | 2,653,243 | |||
Common stock issued on warrant exercise, Value | 972,328 | |||
Common stock issued on conversion of 11% Loan Payable and accrued interest, Value | 308,718 | |||
Common stock issued on conversion of Due to Related Party, Value | 460,280 | |||
Common stock issued on conversion of 11% Convertible Debt and accrued interest - related party, Value | 17,101,607 | |||
Warrants issued for financing costs, Value | 165,432 | |||
Issuance of options for services - related party, Value | 297,248 | |||
Common stock issued on warrant exercise, Value | 821,715 | |||
Cashless exercise of Warrants, Value | (2,307) | |||
Common stock issued on conversion of 11% Loan Payable and accrued interest, Value | 134,862 | |||
Common stock issued on conversion of Loans Payable, Related Parties, Value | 19,800 | |||
Issuance of warrants for participation agreements, Value | 898,200 | |||
Net Income (Loss) | 0 | 0 | 0 | 0 |
Equity Balance, Ending | 89,437,765 | 82,949,019 | 87,340,026 | 81,222,726 |
Retained Earnings | ||||
Equity Balance, Starting | (99,063,675) | (89,957,946) | (89,957,946) | (78,447,780) |
Issuance of warrants for services, Value | 0 | |||
Issuance of warrants for services related party, Value | 0 | |||
Issuance of common stock for cash, Value | 0 | 0 | 0 | 0 |
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | 0 | |||
Stock Issued During Period, Value, Stock Options Exercised | 0 | |||
Issuance of common stock for cash - related party, Value | 0 | |||
Stock Issued During Period, Value, Other | 0 | |||
Issuance of warrants to board of directors | 0 | 0 | ||
Issuance of warrants for services | 0 | 0 | ||
Issuance of warrants and options for services –related party | 0 | |||
Common stock issued on warrant exercise, Value | 0 | |||
Common stock issued on conversion of 11% Loan Payable and accrued interest, Value | 0 | |||
Common stock issued on conversion of Due to Related Party, Value | 0 | |||
Common stock issued on conversion of 11% Convertible Debt and accrued interest - related party, Value | 0 | |||
Warrants issued for financing costs, Value | 0 | |||
Issuance of options for services - related party, Value | 0 | |||
Common stock issued on warrant exercise, Value | 0 | |||
Cashless exercise of Warrants, Value | 0 | |||
Common stock issued on conversion of 11% Loan Payable and accrued interest, Value | 0 | |||
Common stock issued on conversion of Loans Payable, Related Parties, Value | 0 | |||
Issuance of warrants for participation agreements, Value | 0 | |||
Net Income (Loss) | (2,218,979) | (2,542,978) | (9,105,729) | (11,510,166) |
Equity Balance, Ending | (101,282,654) | (92,500,924) | (99,063,675) | (89,957,946) |
Equity Balance, Starting | (11,310,615) | (8,338,483) | (8,338,483) | (22,282,117) |
Issuance of warrants for services, Value | 975,024 | 898,975 | ||
Issuance of warrants for services related party, Value | 297,248 | |||
Issuance of common stock for cash, Value | $ 1,040,000 | 25,000 | 400,866 | 2,650,000 |
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | 136,225 | |||
Stock Issued During Period, Value, Stock Options Exercised | 376,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 1,362,247 | |||
Issuance of common stock for cash - related party, Value | $ 50,000 | |||
Stock Issued During Period, Value, Other | 40,799 | |||
Issuance of warrants to board of directors | 1,248,616 | 192,614 | ||
Issuance of warrants for services | 2,302,044 | 759,378 | ||
Issuance of warrants and options for services –related party | 2,653,243 | |||
Common stock issued on warrant exercise, Value | 982,017 | |||
Common stock issued on conversion of 11% Loan Payable and accrued interest, Value | 311,836 | |||
Common stock issued on conversion of Due to Related Party, Value | 464,929 | |||
Common stock issued on conversion of 11% Convertible Debt and accrued interest - related party, Value | 17,274,351 | |||
Warrants issued for financing costs, Value | 165,432 | |||
Issuance of options for services - related party, Value | 297,248 | |||
Common stock issued on warrant exercise, Value | 830,400 | |||
Cashless exercise of Warrants, Value | 0 | |||
Common stock issued on conversion of 11% Loan Payable and accrued interest, Value | 136,224 | |||
Common stock issued on conversion of Loans Payable, Related Parties, Value | 20,000 | |||
Issuance of warrants for participation agreements, Value | 898,200 | |||
Net Income (Loss) | (2,218,979) | (2,542,978) | (9,105,729) | (11,510,166) |
Equity Balance, Ending | $ (11,423,770) | $ (9,148,013) | $ (11,310,615) | $ (8,338,483) |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net Cash Provided by (Used in) Operating Activities | ||||
NET LOSS | $ (2,218,978) | $ (2,542,978) | $ (9,105,729) | $ (11,510,166) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||||
Amortization of Lease Liability | 5,239 | 0 | ||
Stock and warrants issued for services rendered - related party | 0 | 297,247 | 2,302,044 | 759,378 |
Stock and warrants issued for services rendered | 975,024 | 898,975 | 297,248 | 2,653,243 |
Warrants issued for Directors' Fees | 1,248,615 | 192,614 | ||
Stocks and warrants issued for financing costs | 0 | 165,432 | ||
Amortization of debt issuance costs | 0 | 1,187,817 | ||
Amortization of bond discount | 0 | 374,608 | ||
Amortization of lease liability | 620 | 0 | ||
Changes in assets and liabilities: | ||||
(Increase) in accounts receivable | 0 | (20,000) | ||
(Increase) in prepaid expenses | (196,493) | (125,592) | (6,672) | (666) |
Increase in accounts payable | 175,533 | 451,229 | 187,199 | 950,002 |
(Decrease) in Lease Liability | (2,060) | 0 | ||
Increase in deferred revenue - participation agreements | 55,201 | 0 | ||
Increase in accrued liabilities and interest | 154,537 | 258,051 | 654,460 | 1,520,441 |
(Increase) in security deposits | (3,000) | 0 | ||
Increase in deferred revenue - participation agreements | 1,836,800 | 0 | ||
Net Cash Provided by (Used in) Operating Activities | (1,051,998) | (783,068) | (2,588,415) | (3,707,297) |
Cash Flows from Investing Activities: | ||||
Net Cash From by Investing Activities | 0 | 0 | 0 | 0 |
Net Cash Provided by (Used in) Financing Activities | ||||
Proceeds from Loan Payable, related party - net of repayments | 0 | 46,000 | ||
Proceeds of Note Payable, other | 190,500 | 0 | 20,000 | |
Payments of Note Payable, other | (31,850) | 0 | ||
Deferred offering expenses | (143,377) | 0 | ||
Proceeds from sale of common stock warrants - participation agreements | 40,799 | 0 | ||
Proceeds from exercise of common stock warrants | 0 | 376,000 | ||
Proceeds from sale of common stock - related party | 50,000 | 0 | ||
Proceeds from sales of common stock | 1,040,000 | 25,000 | 400,866 | 2,650,000 |
Net Cash Provided by (Used in) Financing Activities | 1,146,072 | 447,000 | 2,380,166 | 3,664,517 |
Proceeds from (payments of) loans payable, related parties | 129,000 | 32,500 | ||
Proceeds of Loan Payable, other | 121,700 | 0 | ||
Proceeds from sale of common stock warrants - participation agreements | 898,200 | 0 | ||
Proceeds from exercise of common stock warrants | 830,400 | 982,017 | ||
Increase (Decrease) in Cash | 94,074 | (336,068) | (208,249) | (42,780) |
Cash and Cash Equivalents, at Carrying Value, Beginning Balance | 137,862 | 346,111 | 346,111 | 388,891 |
Cash and Cash Equivalents, at Carrying Value, Ending Balance | 231,935 | 10,043 | 137,862 | 346,111 |
Supplemental Cash Flow Information | ||||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | 514 | 0 | 0 | 0 |
Income Taxes Paid | $ 0 | $ 0 | $ 0 | $ 0 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Cash Flows - Supplemental Disclosure of Non-Cash Investing and Financing Activities | 3 Months Ended |
Mar. 31, 2021USD ($)shares | |
Details | |
Convertible Notes converted | $ 100,000 |
Convertible Notes accrued interest converted | $ 36,225 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | shares | 1,362,247 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Notes | ||
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. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The condensed consolidated financial statements have also been prepared on a basis substantially consistent with, and should be read in conjunction with the Companys audited consolidated financial statements for the year ended December 31, 2020, included in its Annual Report on Form 10-K that was filed with the Securities and Exchange Commission on February 25, 2021. Going Concern Uncertainty The Company incurred a net loss of $(2,218,978) for the three months ended March 31, 2021. In addition, the Company had a working capital deficiency of $11,482,643 and a stockholders deficit of $11,423,770 at March 31, 2021. These factors continue to raise substantial doubt about the Company's ability to continue as a going concern. During the three months ended March 31, 2021, the Company raised $1,090,000 from the issuance of common stock and exercise of common stock warrants and $96,000 from the proceeds from the sale of Participation Agreements and related warrants. The Company expects to continue to incur operating losses and net cash outflows until such time as it generates a level of revenue to support its cost structure. There is no assurance that the Company will achieve profitable operations, and, if achieved, whether it will be sustained on a continued basis. These factors indicate substantial doubt about the Companys ability to continue as a going concern within one year after the date the financial statements are filed. The Companys condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and satisfaction of liabilities in the ordinary course of business; no adjustments have been made relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company not continue as a going concern. The Company intends to fund ongoing activities by utilizing its current cash on hand and by raising additional capital through equity or debt financings. There can be no assurance that the Company will be successful in raising that additional capital or that such capital, if available, will be on terms that are acceptable to the Company. If the Company is unable to raise sufficient additional capital, the Company may be compelled to reduce the scope of its operations and planned capital expenditures. | NOTE 2 BASIS OF PRESENTATION Going Concern The Company had a net loss of $9,105,729 and $11,510,166 during the years ended December 31, 2020 and 2019, respectively. In addition, the Company had a working capital deficiency of $11,226,100 and a stockholders deficiency of $11,310,614 at December 31, 2020. These factors raise substantial doubt about the Companys ability to continue as a going concern. There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Companys existing shareholders. The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset- carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. The Company is attempting to address its lack of liquidity by raising additional funds, either in the form of debt or equity or some combination thereof. There can be no assurances that the Company will be able to raise the additional funds it requires. During the year ended December 31, 2020, the Company received proceeds of $400,866 from the issuance of Common Stock, $830,400 from the exercise of Common Stock Warrants, $2,735,000 from the proceeds from the sale of Participation Agreements and related warrants; $121,700 in Loans Payable, Other and $129,000 in proceeds from loans payable related party. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Notes | ||
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. (Nevada) and its wholly-owned subsidiaries, Health Enhancement Corporation (Nevada), HEPI Pharmaceuticals, Inc. (Delaware), WellMetrix, LLC (Delaware), WellMetris, LLC (Delaware), Zivo Bioscience, LLC (Florida), ZIVO Zoologic, Inc. (Delaware), and Zivo Biologic, Inc. (Delaware). 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 March 31, 2021, 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. 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 three months ended March 31, 2021 and 2020, the Company had $0 and $20,000 of revenue, respectively. Shipping and Handling Costs Shipping and handling costs are expensed as incurred. For the three months ended March 31, 2021 and 2020, no shipping and handling costs were incurred. Deferred Offering Expenses During the three months ended March 31, 2021, the Company incurred $143,377 of costs directly related to our planned public securities offering. We have recorded those costs as Deferred Offering Expenses on our balance sheet and will reduce our proceeds from the security sale by those costs and any additional directly related costs yet to be incurred. Research and Development Research and development costs are expensed as incurred. The Company's research and development costs, including internal expenses, consist of clinical study expenses as it relates to the biotech business and the development and growing of algae as it relates to the agtech business. These consist of fees, charges, and related expenses incurred in the conduct of business with Company development by independent outside contractors. External clinical studies study expenses were approximately $280,000 and $585,000 for the three months ended March 31, 2021 and 2020, respectively. Internal expenses, composed of staff salaries compose approximately $366,000 and $990,000 for the three months ended March 31, 2021 and 2020, 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 three months ended March 31, 2021 and 2020, stock options and warrants were granted to employees, the Board of Directors and consultants of the Company. As a result of these grants, the Company recorded compensation expense of $975,024 and $1,196,222 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: Three Months Ended March 31, 2021 2020 Expected volatility 144.80% to 153.25% 163.68% to 184.19% Expected dividends 0% 0% Expected term 5 to 10 years 5 to 10 years Risk free rate 0.29% to 1.45% 0.79% to 1.45% 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 March 31, 2021, consisted of 79,305,246 common shares issuable upon the conversion of convertible debentures and related accrued interest and 246,942,006 common shares issuable upon the exercise of outstanding stock options and warrants. Potentially dilutive securities as of March 31, 2020, consisted of 73,836,601 common shares issuable upon the conversion of convertible debentures and related accrued interest and 227,944,339 common shares issuable upon the exercise of outstanding warrants. For the three months ended March 31, 2021 and 2020 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 three months ended March 31, 2021 and 2020. 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 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of Zivo Bioscience, Inc. and its wholly-owned subsidiaries, Health Enhancement Corporation, HEPI Pharmaceuticals, Inc., Wellmetrix, LLC, Zivo Bioscience, LLC and Zivo Biologic, Inc. All significant intercompany transactions and accounts have been eliminated in consolidation. Accounting Estimates The Companys consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, at the date of the financial statements and reported amount of revenues and expenses during the reporting period. Due to the inherent uncertainty involved in making estimates, actual results could differ from those estimates. Management uses its best judgment in valuing these estimates and may, as warranted, solicit external professional advice and other assumptions believed to be reasonable. Cash and Cash Equivalents For the purpose of the statements of cash flows, cash equivalents include time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. The Company maintains cash and cash equivalents balances at financial institutions and are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. At times, balances in certain bank accounts may exceed the FDIC insured limits. Cash equivalents consist of highly liquid investments with an original maturity of three months or less when purchased. At December 31, 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 are 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. Leases In February 2016, the Financial Accounting Standards Board (FASB) issued ASU No. 2016-02 (ASC 842), Leases, to require lessees to recognize all leases, with certain exceptions, on the balance sheet, while recognition on the statement of operations will remain similar to current lease accounting. Subsequently, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, ASU No. 2018-11, Targeted Improvements, ASU No. 2018-20, Narrow-Scope Improvements for Lessors, and ASU 2019-01, Codification Improvements, to clarify and amend the guidance in ASU No. 2016-02. ASC 842 eliminates real estate-specific provisions and modifies certain aspects of lessor accounting. This standard is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. Operating lease assets are included within operating lease right-of-use assets, and the corresponding operating lease liabilities are recorded as current portion of long-term operating lease, and within long-term liabilities as long-term operating lease, net of current portion on our balance sheet as of December 31, 2020. Lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because our lease does not provide an implicit rate of return, we used our incremental borrowing rate, based on the information available, in determining the present value of lease payments. Debt Issuance Costs The Company follows authoritative guidance for accounting for financing costs (as amended) as it relates to convertible debt issuance cost. These costs are deferred and amortized over the term of the debt period or until redemption of the convertible debentures. Debt Issuance Costs are reported on the balance sheet as a direct deduction from the face amount of the related notes. Amortization of debt issuance costs amounted to $-0- and $1,187,817 and are included in Interest expense and Interest expense Related Parties on the Consolidated Statements of Operations for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, and 2019, the Company had $-0- unamortized Debt Issuance Costs. 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 the years ended December 31, 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 years ended December 31, 2020 and 2019 no shipping and handling costs were incurred. Research and Development Research and development (R&D) costs are expensed as incurred. The Company's R&D costs, including internal expenses, consist of clinical study expenses as it relates to the BioTech business and the development and growing of algae as it relates to the AgTech business. These consist of fees, charges, and related expenses incurred in the conduct business with Company development by independent outside contractors. External clinical studies expenses were approximately $1,359,000 and $2,043,000 for the years ended December 31, 2020 and 2019, respectively. Internal expenses, composed of staff salaries compose approximately $2,396,000 and $264,000 for the year ended December 31, 2020 and 2019, respectively. Income Taxes The Company follows the authoritative guidance for accounting for income taxes. Deferred income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The tax effects of temporary differences that gave rise to the deferred tax assets and deferred tax liabilities at December 31, 2020 and 2019 were primarily attributable to net operating loss carry forwards. Since the Company has a history of losses, and it is more likely than not that some portion or all of the deferred tax assets will not be realized, a full valuation allowance has been established. In addition, utilization of net operating loss carry-forwards is subject to a substantial annual limitation due to the change in ownership provisions of the Internal Revenue Code. The annual limitation may result in the expiration of net operating loss carry-forwards before utilization. We have adjusted Deferred Tax Assets and Liabilities in accordance with the December 22, 2017 enactment of the U.S. Tax Cuts and Jobs Act. (See Note 11 Income Taxes). Stock Based Compensation We account for stock-based compensation in accordance with FASB ASC 718, Compensation Stock Compensation. During 2020 and 2019, options and warrants were granted to employees, the Board of Directors and consultants of the Company. As a result of these grants, the Company recorded expenses of $3,847,907 and $3,605,235 during the years ended December 31, 2020 and 2019 respectively. The fair value of options and warrants were estimated on the date of grant using the Black-Scholes option-pricing model based on the following weighted average assumptions: Year Ended December 31, 2020 2019 Expected volatility 144.39% to 184.19% 150.34% to 186.77% Expected dividends 0% 0% Expected term 5-10 years 5 to 10 years Risk free rate 0.28% to 2.31% 1.58% to 2.55% 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 options and 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. Income (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 and warrants and conversions of debentures. Potentially dilutive securities as of December 31, 2020, consisted of 77,955,991 common shares from convertible debentures and related accrued interest and 249,677,006 common shares from outstanding options and warrants. Potentially dilutive securities as of December 31, 2019, consisted of 73,871,688 common shares from convertible debentures and related accrued interest and 223,204,339 common shares from outstanding options and warrants. For 2020 and 2019, diluted and basic weighted average shares were the same, as potentially dilutive shares are anti-dilutive. Advertising Costs Advertising costs are charged to operations when incurred. There were no Advertising Costs during the years 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 has historically maintained cash balances at financial institutions which exceed the current FDIC limit of $250,000 at times during the year. Reclassifications Certain items in these consolidated financial statements have been reclassified to conform to the current period presentation. 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. 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. The Company has adopted both of the ASUs on January 1, 2019. Prior comparative periods were not required to be restated and the ASUs have not had an impact on the Companys consolidated financial statements. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Notes | ||
PROPERTY AND EQUIPMENT | NOTE 3 - PROPERTY AND EQUIPMENT Property and equipment at March 31, 2021 and December 31, 2020 consisted of the following: March 31, 2021 December 31, 2020 (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 three months ended March 31, 2021 and 2020 respectively. | NOTE 4 PROPERTY AND EQUIPMENT Property and equipment at December 31, 2020 and 2019 consist of the following: December 31, December 31, 2020 2019 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 years ended December 31, 2020 and 2019, respectively. |
LEASES
LEASES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Notes | ||
LEASES | NOTE 4 LEASES On December 17, 2020, the Company entered into a 25 ½ month lease agreement for a 2,700-square-foot facility that contains office, warehouse, lab and R&D space in Ft. Myer, Florida. The lease agreement commenced on December 17, 2020 and ends on January 31, 2023. The agreement provided for a total rent of $54,993 over the period. Occupancy of the property commenced on December 17, 2020, there was a 6-week rent holiday and a commencement date of February 1, 2021. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Rent is $3,291 per month from January 15, 2021 to January 31, 2022 and $1,154 from February 1, 2022 to January 31, 2023. The balances for our operating lease where we are the lessee are presented as follows within our condensed consolidated balance sheet: Operating leases: Assets: March 31, 2021 December 31, 2020 Operating lease right-of-use asset $ 44,125 $ 49,984 Liabilities: Current Portion of Long-Term Operating Lease $ 32,362 $ 29,172 Long-Term Operating Lease, Net of Current Portion 9.928 15,178 $ 42,290 $ 44,350 The components of lease expense are as follows within our condensed consolidated statement of operations: For the For the Quarter ended Quarter ended March 31, 2021 March 31, 2020 Operating lease expense $ 6,470 $ - Other information related to leases where we are the lessee is as follows: For the For the Quarter ended Year ended March 31, 2021 December 31, 2020 Weighted-average remaining lease term: Operating leases 1.83 Years 2.08 Years Discount rate: Operating leases 11.00% 11.00% Supplemental cash flow information related to leases where we are the lessee is as follows: For the Quarter ended March 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: $ 3,291 As of March 31, 2021, the maturities of our operating lease liability are as follows: Year Ended: Operating Lease December 31, 2021 $ 29,622 December 31, 2022 15,989 December 31, 2023 - Total minimum lease payments 45,611 Less: Interest 3,321 Present value of lease obligations 42,290 Less: Current portion 32,362 Long-term portion of lease obligations $ 9,928 | NOTE 5 LEASES On December 17, 2020, the Company entered into a 25 ½ month lease agreement for a 2,700-square-foot facility that contains office, warehouse, lab and R&D space in Ft. Myer, Florida. The lease agreement commenced on December 17, 2020 and ends on January 31, 2023. The agreement provided for a total rent of $54,993 over the period. Occupancy of the property commenced on December 17, 2020, there was a 6-week rent holiday and a commencement date of February 1, 2021. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Rent is $3,291 per month from January 15, 2021 to January 31, 2022 and $1,154 from February 1, 2022 to January 31, 2023. The balances for our operating lease where we are the lessee are presented as follows within our condensed consolidated balance sheet: Operating leases: Assets: December 31, 2020 Operating lease right-of-use asset $ 49,984 Liabilities: Current Portion of Long-Term Operating Lease $ 29,172 Long-Term Operating Lease, Net of Current Portion 15,178 $ 44,350 The components of lease expense are as follows within our condensed consolidated statement of operations: For the Year ended December 31, 2020 Operating lease expense $ 620 Other information related to leases where we are the lessee is as follows: For the Year ended December 31, 2020 Weighted-average remaining lease term: Operating leases 2.08 Years Discount rate: Operating leases 11.00% Supplemental cash flow information related to leases where we are the lessee is as follows: For the Year ended December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: $ 6,091 As of December 31, 2020, the maturities of our operating lease liability are as follows: Year Ended: Operating Lease December 31, 2021 $ 31,759 December 31, 2022 15,989 December 31, 2023 1,154 Total minimum lease payments 48,902 Less: Interest 4,552 Present value of lease obligations 44,350 Less: Current portion 29,172 Long-term portion of lease obligations $ 15,178 |
LOAN PAYABLE, RELATED PARTIES
LOAN PAYABLE, RELATED PARTIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Notes | ||
LOAN PAYABLE, RELATED PARTIES | NOTE 5 LOAN PAYABLE, RELATED PARTIES HEP Investments, LLC During the three months ended March 31, 2021, the Company and HEP Investments, LLC (HEP, or HEP Investments) agreed to exchange the $9,000 in related party debt into an equal investment of $9,000 in the Participation Agreements (see Note 8). This agreement eliminated any remining third Party debt with HEP, as of March 31, 2021 the Company owed HEP Investments, LLC $0. | NOTE 7 LOAN PAYABLE, RELATED PARTIES Christopher Maggiore During the year ended December 31, 2020, Mr. Christopher Maggiore, a director and a significant shareholder of the Company, advanced $20,000 to the Company. On September 15, 2020, he applied $20,000 of the loan balance to fund the purchase of 200,000 shares of a warrant for 250,000 shares of common stock at an exercise price of $0.10 per share (see Note 11 Stockholders Deficit). The remaining 50,000 warrants were exercised through a cash free transaction into 3,704 shares. The Company agreed to pay interest of 11% per annum on these loans. On October 21, 2020, Mr. Maggiore converted the remaining $1,254 of accrued interest due into 12,537 of common stock at an exercise price of $0.10 per share. During the years ended December 31, 2020 and December 31, 2019, the Company recorded interest expense on loans payable to Mr. Maggiore of $1,254 and $40,364, respectively. HEP Investments, LLC During the year ended December 31, 2020, HEP advanced the Company $139,000 in cash, of which $30,000 was repaid while $100,000 was converted into a License Co-Development Participation Agreement on October 4, 2020. As of the year ended December 31, 2020, HEP is owed $9,000 (See Note 15 Subsequent Events). |
CONVERTIBLE DEBT
CONVERTIBLE DEBT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Notes | ||
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 March 31, 2021), (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 $0.12 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 $0.10 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. In January 2019, and in connection with the Convertible Note, the Lender entered into a life insurance policy for Andrew Dahl, our Chief Executive Officer. On February 23, 2021, the Company and Lender entered into a Letter Agreement in which the Company agreed to pay certain premiums of $2,565 per month under the life insurance policy while payments under the Convertible Note remain outstanding. 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 March 31, 2021, 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 March 31, 2021, the total shares of common stock, if the Lender converted the complete $4,090,342 convertible debt, including related accrued interest of $2,084,185, would be 61,745,271 shares, not including any future interest charges which may be converted into common stock. Following March 31, 2021, the Lender entered into a Debt Extension and Conversion Agreement with the Company. See Note 12 Subsequent Events. 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 on 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, $0.10 warrants equal to 15% of the number of common shares for which the debt is convertible into at $0.10 per share. The New Lenders Notes are convertible into the Companys restricted common stock at $0.10 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 $0.10 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 $0.10 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 March 31, 2021, the Company has not made the required annual interest payments to the three (3) remaining 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. Following March 31, 2021, two of the New Lenders entered into a Debt Extension and Conversion Agreement with the Company. See Note 12 Subsequent Events. 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 March 31, 2021, 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: March 31, 2021 (Unaudited) December 31, 2020 1% Convertible notes payable, due April 30, 2021 (at March 31, 2021) $ 240,000 $ 240,000 11% Convertible note payable HEP Investments LLC, a related party, past due September 30, 2019 (as of March 31, 2021 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 March 31, 2021 no notice of default has been received) 850,000 850,0000 5,180,342 5,180,342 Less: Current portion 5,180,342 5,180,342 Long term portion $ - $ - | NOTE 8 CONVERTIBLE DEBT HEP Investments, LLC Related Party On December 2, 2011, the Company and HEP, 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 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 (Convertible Note) (of which a total of $18,470,640 was 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 December 31, 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 $0.12 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 Convertible Note and related documents. The Lenders Notes are convertible into the Companys restricted common stock at $0.10 per share and bear interest at the rate of 11% per annum. In addition, the Companys subsidiaries have guaranteed the Companys obligations under the Convertible 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. In January 2019, and in connection with the Convertible Note, the Lender entered into a life insurance policy for Andrew Dahl, our Chief Executive Officer. On February 23, 2021, the Company and Lender entered into a Letter Agreement in which the Company agreed to pay certain premiums of $2,565 per month under the life insurance policy while payments under the Convertible Note remain outstanding. See Note 15 Subsequent Events. During the year ended December 31, 2018, the Company recorded debt discounts, related to $1,968,801 of Notes in the amount of $819,854 to reflect the relative fair value of the related warrants pursuant to FASB ASC 470-20-30 Debt with Conversion and Other Options: Beneficial Conversion Features (ASC 470-20) as a reduction to the carrying amount of the convertible debt and an addition to additional paid-in capital. In accordance with ASC 470-20, the Company valued the beneficial conversion feature and recorded the amount of $613,758 as a reduction to the carrying amount of the convertible debt and as an addition to paid-in capital. Additionally, the relative fair value of the warrants was calculated and recorded at $206,096 as a further reduction to the carrying amount of the convertible debt and an addition to additional paid-in capital. The Company amortized the debt discount over the term of the debt. The relative fair value of the debt discounts of $206,096 were calculated using the Black Scholes pricing model relying on the following assumptions: volatility 174.59% to 180.14%; annual rate of dividends 0%; discount rate 2.09% to 3.04% The Company amortized the debt discount over the term of the debt. Amortization of the debt discounts were $-0- and $374,608 for the years ended December 31, 2020 and 2019, respectively. On March 29, 2019, the Company and the Lender entered 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. In October 2019, the Company issued to the Lender a warrant to purchase 2,000,000 shares of common stock at an exercise price of $0.10 with a term of 5 years. The warrants were valued at $165,432 using the Black Scholes pricing model relying on the following assumptions: volatility 156.60%; annual rate of dividends 0%; discount rate 1.64%. During the year ended December 31, 2019, the Lender converted $14,260,298 of the debt and $3,014,052 of accrued interest into 172,743,505 shares of the Companys common stock (at $0.10 per share). As of December 31, 2020, the total shares of common stock, if the Lender converted the complete $4,090,342 convertible debt, including related accrued interest of $1,973,241, would be 60,635,835 shares, not including any future interest charges which may be converted into common stock. As of December 31, 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 default, additional interest would accrue at a rate of 16% per annum. 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 whereby HEP and the New Lenders agree to participate in all collateral on a pari passu basis. The loans had a two-year term and matured 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, $0.10 warrants equal to 15% of the number of common shares for which the debt is convertible into at $0.10 per share. The New Lenders Notes are convertible into the Companys restricted common stock at $0.10 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 $0.10 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 $0.10 per share). The New Lenders Notes are convertible into the Companys restricted common stock at $0.10 per share and bear interest at the rate of 11% per annum. The New Lenders Notes must be repaid as follows: accrued interest must be paid on the first and second anniversary of the Note and unpaid principal not previously converted into common stock must be repaid on the second anniversary of the Note. As of December 31, 2020, the Company has not made the required annual interest payments to five (5) New Lenders and is in default. The Company is in discussions through intermediaries with the remaining three (3) New Lenders to determine their intentions. 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 December 31, 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: December 31, December 31, 2020 2019 1% Convertible notes payable, due January 2021 $ 240,000 $ 240,000 11% Convertible note payable HEP Investments, LLC, a related party, net of unamortized discount and debt issuance costs of $-0- and $-0-, respectively, due June 30, 2019 (as of December 31, 2020 no notice of default has been received) 4,090,342 4,090,342 11% Convertible note payable New Lenders; placed by Paulson, due at various dates ranging from September 2018 to October 2019 (as of December 31, 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 year ended December 31, 2020 and 2019, respectively. |
NOTES PAYABLE - SBA PAYCHECK PR
NOTES PAYABLE - SBA PAYCHECK PROTECTION PROGRAM | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
NOTES PAYABLE - SBA PAYCHECK PROTECTION PROGRAM | NOTE 7 NOTES PAYABLE SBA PAYCHECK PROTECTION PROGRAM 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. |
DEFERRED REVENUE - PARTICIPATIO
DEFERRED REVENUE - PARTICIPATION AGREEMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Notes | ||
DEFERRED REVENUE - PARTICIPATION AGREEMENTS | NOTE 8 - DEFERRED REVENUE - PARTICIPATION AGREEMENTS From April 13, 2020 through March 31, 2021, the Company entered into twenty (20) License Co-Development Participation Agreements (the Participation Agreements) with certain accredited investors (Participants) for an aggregate of $2,940,000. The Participation Agreements provide for the issuance of warrants to such Participants, and allows the Participants to participate in the fees (the Fees) from licensing or selling bioactive ingredients or molecules derived from ZIVOs algae cultures. Specifically, ZIVO has agreed to provide to the Participants a 44.100% Revenue Share of all license fees generated by ZIVO from any licensee (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 $2,940,000 as follows: 1) the 8,370,000 warrants sold were attributed a value of $938,999 based on the Black Scholes pricing model using the following assumptions: volatilities ranging from 139.55% to 154.26%; annual rate of dividends 0%; discount rates ranging from 0.26% to 0.45%, and recorded as Additional Paid In Capital; 2) the remaining $2,001,001 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. The Participation Agreements 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 less than 18 months following execution, and for either forty (40%) or fifty percent (50%) if the option is exercised more than 18 months following execution. Pursuant to the terms fifteen of the Participation Agreements, the Company may not exercise its option until it has paid the Participants a revenue share equal to a minimum of thirty percent (30%) of the amount such Participants total payment amount. Pursuant to the terms of the one of the Participation Agreements, the Company may not exercise its option until it has paid the Participant a revenue share equal to a minimum of one hundred forty percent (140%) of the amount such Participants total payment amount. Four of the Participation Agreements have no minimum threshold payment. Once this minimum threshold is met, the Company may exercise its option by delivering written notice to a 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. See below a summary of the 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 Apr 13, 2020 $ 100,000 300,000 5 Years $ 0.12 1.50% - 40% 40% 2 Apr 13, 2020 150,000 450,000 5 Years 0.12 2.25% - 40% 40% 3 Apr 13, 2020 150,000 450,000 5 Years 0.12 2.25% - 40% 40% 4 May 7, 2020 250,000 750,000 5 Years 0.12 3.75% - 40% 40% 5 Jun 1, 2020 275,000 825,000 5 Years 0.11 4.13% $ 82,500 40% 50% 6 Jun 3, 2020 225,000 675,000 5 Years 0.11 3.38% 67,500 40% 50% 7 Jul 8, 2020 100,000 300,000 5 Years 0.12 1.50% 30,000 40% 50% 8 Aug. 24, 2020 125,000 375,000 5 Years 0.12 1.88% 37,500 40% 50% 9 Sept. 14, 2020 150,000 450,000 5 Years 0.12 2.25% 45,000 40% 50% 10 Sept. 15, 2020 50,000 150,000 5 Years 0.12 0.75% 15,000 40% 50% 11 Sept. 15, 2020 50,000 150,000 5 Years 0.12 0.75% 15,000 40% 50% 12 Sept. 25, 2020 300,000 450,000 5 Years 0.12 4.50% 420,000 40% 50% 13 Oct. 8, 2020 500,000 1,500,000 5 Years 0.12 7.50% 150,000 40% 40% 14 Oct. 4, 2020 100,000 30,000 5 Years 0.12 1.50% 30,000 40% 40% 15 Oct. 8, 2020 250,000 750,000 5 Years 0.12 3.75% 75,000 40% 40% 16 Oct. 9, 2020 50,000 150,000 5 Years 0.12 0.75% 15,000 40% 40% 17 Dec. 16, 2020 10,000 30,000 5 Years 0.14 0.15% 3,000 40% 50% 18 Jan. 22, 2021 40,000 120,000 5 Years 0.14 0.60% 12,000 40% 50% 19 Jan. 25, 2021 40,000 120,000 5 Years 0.14 0.06% 12,000 40% 50% 20 Jan. 27, 2021 25,000 75,000 5 Years 0.14 0.38% 7,500 40% 50% $ 2,940,000 8,370,000 44.10% $ 1,017,000 Certain of the Participation Agreements are owned by related parties. Participation Agreements numbers 8, 14, and 19 totaling $265,000 are owned by HEP Investments, and Participation Agreement 13 in the amount of $500,000 is owned by Strome. | NOTE 10 DEFERRED REVENUE - PARTICIPATION AGREEMENTS During the year ended December 31, 2020, the Company entered into seventeen (17) License Co-Development Participation Agreements (Agreements) totaling $2,835,000 with certain parties (Participants). The Agreements provide for payments by the Company to the Participants of an aggregate of 42.525% 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 8,055,000 shares of common stock with a term of five years and at exercise prices of either $0.11 or $0.12 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 $2,835,000 as follows: 1) the 8,055,000 warrants sold were attributed a value of $898,200 based on the Black Scholes pricing model using the following assumptions: volatilities ranging from 143.94% to 154.38%; annual rate of dividends 0%; discount rates ranging from 0.26% to 0.44%, and recorded as Additional Paid In Capital; 2) the remaining $1,936,800 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 through #17 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 Agreements #5 through #17, with the exception of Agreement #12, 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. With regard to Agreement #12, the Company may not exercise its Option until it has paid the Participant a revenue share equal to a minimum of one-hundred and eighty percent (180%) 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 prorated 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% 7 July 8, 2020 100,000 300,000 5 Years 0.12 1.500% 30,000 40% 50% 8 Aug. 24, 2020 125,000 375,000 5 Years 0.12 1.875% 37,500 40% 50% 9 Sept. 14, 2020 150,000 450,000 5 Years 0.12 2.250% 45,000 40% 50% 10 Sept.15, 2020 50,000 150,000 5 Years 0.12 0.750% 15,000 40% 50% 11 Sept.15, 2020 50,000 150,000 5 Years 0.12 0.750% 15,000 40% 50% 12 Sept.25, 2020 300,000 450,000 5 Years 0.12 4.500% 420,000 40% 50% 13 Oct. 4, 2020 100,000 300,000 5 Years 0.12 1.500% 30,000 40% 50% 14 Oct. 4, 2020 250,000 750,000 5 Years 0.12 3.750% 75,000 40% 50% 15 Oct. 8, 2020 500,000 1,500,000 5 Years 0.12 7.500% 150,000 40% 50% 16 Oct. 9, 2020 50,000 150,000 5 Years 0.12 0.750% 15,000 40% 50% 17 Dec. 16, 2020 10,000 30,000 5 Years 0.12 0.150% 3,000 40% 50% $ 2,835,000 8,055,000 42.525% $ 985,500 Agreement 13 is with HEP and Agreement 14 is with Strome Mezzanine Fund L.P. Both are with related parties. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Notes | ||
STOCKHOLDERS' DEFICIT | NOTE 9 - STOCKHOLDERS DEFICIT Reverse Stock Split On November 11, 2020, ZIVOs stockholders approved a reverse stock split of its common stock within the range of 1-for-25 to 1-for-120 of our authorized, issued, and outstanding shares of common stock. The Board, in its discretion, will determine the final ratio, effective date, and date of filing of the certificate of amendment to our articles of incorporation, as amended, in connection with the reverse stock split. The Board has not yet finalized the stock-split, therefore all option, share and per share information in this Quarterly Report on Form 10Q does not give effect to any proposed reverse stock split. Stock Issuances During the three months ended March 31, 2021, the Company issued 7,726,264 shares at an average price of $0.135 for proceeds of $1,040,000, to private investors. In addition, during this same period, a related party purchased 357,142 shares of the Companys common stock at $0.14 per share for proceeds of $50,000. During the three months ended March 31, 2020, the Company issued 156,252 shares at $0.16 per share for proceeds of $25,000, to private investors. Stock Warrants Exercised During the quarter ended March 31, 2021, warrants to purchase 50,000 shares of the Companys common stock were exercised on a cashless basis resulting in the issuance of 22,973 shares of common stock. During the three months ended March 31, 2020, HEP Investments, a principal shareholder and related party, assigned warrants to purchase 3,750,000 shares of the Companys common stock to third party investors. These warrants were exercised at $0.10 per share resulting in proceeds of $375,000. 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 $453,441 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 0.66% to 1.65%. In addition, the Company issued 10,000 shares of the Companys common stock at $0.10 per share for proceeds of $1,000 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 315,000 shares of common stock for $40,799. The warrants were valued based on the Black Scholes pricing model relying on the following assumptions: volatility 139.55% to 149.20%; annual rate of dividends 0%; discount rate 0.41% to 0.45%. 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 March 31, 2021, 62,500,000 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 12,000,000 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: March 31, 2021 December 31, 2020 Number of Options Weighted Average Exercise Price Number of Options Weighted Average Exercise Price Outstanding, beginning of year 48,500,000 $ 0.12 - $ - Issued 14,000,000 0.14 48,500,000 0.12 Outstanding, end of period 62,500,000 $ 0.13 48,500,000 $ 0.12 Options outstanding and exercisable by price range as of March 31, 2021 were as follows: Outstanding Options Exercisable Options Range of Exercise Price Number Average Weighted Remaining Contractual Life in Years Range of Exercise Price Number Weighted Average Exercise Price $ 0.10-0.109 28,000,000 8.63 $ 0.10-0.109 28,000,000 $ 0.10 0.11-0.119 2,000,000 4.48 0.11-0.119 625,000 0.11 0.12-0.129 2,000,000 4.38 0.12-0.129 1,000,000 0.12 0.14-0.149 15,000,000 9.69 0.14-0.149 5,000,000 0.14 0.15-0.159 2,000,000 8.93 0.15-0.159 2,000,000 0.15 0.16-0.169 13,500,000 3.89 0.16-0.169 10,000,000 0.16 62,500,000 7.60 $ 46,625,000 $ 0.12 Common Stock Warrants A summary of the status of the Companys warrants is presented below: March 31, 2021 December 31, 2020 Number of Warrants Weighted Average Exercise Price Number of Warrants Weighted Average Exercise Price Outstanding, beginning of year 200,177,006 $ 0.09 194,204,339 $ 0.09 Issued 315,000 0.14 23,005,000 0.12 Exercised (50,000) 0.08 (14,365,000) 0.10 Cancelled - - - - Expired (125,000) 0.09 (2,667,333) 0.08 Outstanding, end of period 200,317,006 $ 0.09 200,177,006 $ 0.09 Warrants outstanding and exercisable by price range as of March 31, 2021 were as follows: Outstanding Warrants Exercisable Warrants Exercise Price Number Average Weighted Remaining Contractual Life in Years Exercise Price Number Weighted Average Exercise Price $ 0.05 1,000,000 0.45 $ 0.05 1,000,000 $ 0.05 0.06 16,050,000 1.34 0.06 16,050,000 0.06 0.07 2,500,000 1.45 0.07 2,500,000 0.07 0.08 30,368,477 2.15 0.08 30,368,477 0.08 0.09 100,000 1.33 0.09 100,000 0.09 0.10 124,773,734 2.12 0.10 124,773,734 0.10 0.11 3,704,795 2.98 0.11 3,704,795 0.11 0.12 18,555,000 4.45 0.12 18,555,000 0.12 0.14 2,865,000 2.75 0.14 2,865,000 0.14 0.18 400,000 3.75 0.18 400,000 0.18 200,317,006 2.29 200,317,006 $ 0.10 | NOTE 11 STOCKHOLDERS DEFICIENCY Recapitalization On May 1, 2019, the shareholders of the Company voted for approval and adoption of an amendment to the Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from 700,000,000 shares to 1,200,000,000 shares. The Certificate of Amendment to the Articles of Incorporation has been filed with the Secretary of State of Nevada. Reverse Stock Split On November 11, 2020, ZIVOs stockholders approved a reverse stock split of its Common Stock within the range of 1-for-25 to 1-for-120 of our authorized, issued, and outstanding shares of Common Stock. The Board, in its discretion, will determine the final ratio, effective date, and date of filing of the certificate of amendment to our articles of incorporation, as amended, in connection with the reverse stock split. The Board has not yet finalized the stock-split, therefore all option, share and per share information in this Annual Report on Form 10K does not give effect to any proposed reverse stock split. Board of Directors fees On September 26, 2019, the board of directors granted to each of its directors warrants to purchase 500,000 shares of common stock at an exercise price of $0.08 per share. The warrants have a term of five years and vest immediately. The warrants were valued at $192,614 using the Black Scholes pricing model relying on the following assumptions: volatility 185.11%; annual rate of dividends 0%; discount rate 1.66%. In addition, each director is entitled to receive $10,000 for each annual term served. On September 30, 2020, the board of directors granted to three of its directors warrants to purchase 500,000 shares of common stock and the Chairman of the Board warrants to purchase 10 million shares of common stock at an exercise price of $0.10 per share. The warrants have a term of five years and vest immediately. The warrants were valued at $1,248,616 using the Black Scholes pricing model relying on the following assumptions: volatility 144.93%; annual rate of dividends 0%; discount rate 0.28%. In addition, each director is entitled to receive $10,000 for each annual term served. The Company recorded directors fees of $1,280,366 and $232,614 for the years ended December 31, 2020 and 2019, respectively, representing the cash fees paid or accrued and the value of the vested warrants described above. Stock Based Compensation In May 2019, in connection with a Supply Consulting Agreement, the Company issued a warrant to purchase 5,000,000 shares of common stock at an exercise price of $0.08 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 9 Commitments and Contingencies: Supply Chain Consulting Agreement). In October 2019, 2,000,000 of those warrants were returned to the Company resulting in a reduction in the value of $211,609. In August 2019, the Company issued warrants to purchase 3,000,000 shares of common stock at an exercise price of $0.10 with a term of 5 years pursuant to an agreement with a financial consultant. The warrants were valued at $231,032 using the Black Scholes pricing model relying on the following assumptions: volatility 184.75%; annual rate of dividends 0%; discount rate 1.58%. In October 2019, the Company issued a warrant to purchase 1,000,000 shares of common stock at an exercise price of $0.10 with a term of 5 years pursuant to an agreement with a development consultant. The warrants were valued at $129,762 using the Black Scholes pricing model relying on the following assumptions: volatility 150.34%; annual rate of dividends 0%; discount rate 2.55%. In December 2019, the Company issued warrants to purchase 400,000 shares of common stock at an exercise price of $0.18 with a term of 5 years pursuant to an agreement with a financial consultant. The warrants were valued at $61,424 using the Black Scholes pricing model relying on the following assumptions: volatility 184.10%; annual rate of dividends 0%; discount rate 1.68%. On November 24, 2020, the parties entered into a Second Amendment to the Supply Chain Consulting Agreement whereby the issuance to Consultant a cashless warrant with a five-year term to purchase nineteen million (19,000,000) shares of the Companys common stock was reduced to thirteen million (13,000,000) shares of the Companys common stock, and a cashless warrant with a five-year term to purchase three million (3,000,000) shares of the Companys common stock was issued to a member of the Consultant. The warrants were valued at $386,348 using the Black Scholes pricing model relying on the following assumptions: volatility 148.83%; annual rate of dividends 0%; discount rate 0.39%. Stock Issuances During the year ended December 31, 2020, the Company issued 3,744,588 shares of its common stock at an average price of $0.11 per share for proceeds of $400,866. Of this amount, 3,732,051 shares ($399,612 of proceeds) were issued to private investors and 12,537 shares ($1,254 of proceeds) were issued to Mr. Maggiore, a related party. During the year ended December 31, 2019, the Company issued 26,500,000 shares of its common stock at $0.10 per share, for proceeds of $2,650,000. Of this amount, 20,500,000 shares ($2,050,000 of proceeds) were issued to private investors and 6,450,000 shares ($645,000 of proceeds) were issued to HEP, a related party. The Company also issued to HEP warrants to purchase 1,060,000 shares of common stock at an exercise price of $0.10 with a term of 5 years in connection with the issuances. Investors exercised 9,688,917 common stock warrants, at an average price of $0.10 per share, for proceeds of $982,017. HEP, a related party, exercised 618,750 of those warrants at an average of $0.08 per share, representing $50,000 of the proceeds. Stock Warrants Exercised During the year ended December 31, 2020, HEP, 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 $0.10 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 year ended December 31, 2020, warrants to purchase 5,650,000 shares of the Companys Common Stock were exercised on a cashless basis resulting in the issuance of 2,307,334 shares of common stock. In addition, the Company issued 8,685,000 shares of the Companys Common Stock at an average price of $0.10 per share for proceeds of $830,400 from the exercise of warrants. Mr. Maggiore, a related party, exercised 200,000 of those warrants at an exercise price of $0.10 per share, representing $20,000 of the proceeds (from the conversion of a Loan Payable, See Note 7 - Loan Payable, Related Parties). During the year ended December 31, 2019, HEP, a principal shareholder and related party, assigned warrants to purchase 8,550,000 shares of the Companys Common Stock to third party investors. These warrants were exercised in the fourth quarter at $0.10 per share resulting in a capital raise of $855,000. Due to 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 $820,432 using the Black Scholes pricing model relying on the following assumptions: volatilities ranging from 123.49% to 150.39%; annual rate of dividends 0%; discount rates ranging from 1.58% to 2.55%. Sale of Common Stock Warrants In connection with the License Co-Development Participation Agreements (Participation Agreements) (see Note 10), the Company sold warrants to purchase 8,055,000 shares of common stock for $898,200. The warrants were valued based on the Black Scholes pricing model relying on the following assumptions: volatility 143.94% to 154.26%; annual rate of dividends 0%; discount rate 0.26% 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 a 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 December 31, 2020, 49,500,000 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 13,000,000 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, issuance of an additional 13,000,000 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 2020 Incentive Plan is presented below: December 31, 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 20,500,000 0.15 29,000,000 0.10 Outstanding, end of period 49,500,000 $ 0.12 29,000,000 $ 0.10 Options outstanding and exercisable by price range as of December 31, 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 8.88 $ 0.10 28,000,000 $ 0.10 0.11 1,500,000 4.74 0.11 1,500,000 0.11 0.12 3,000,000 4.63 0.12 0 - 0.13 3,500,000 4.20 0.13 3,500,000 0.13 0.14 1,500,000 7.59 0.14 1,125,000 0.14 0.15 2,000,000 9.18 0.15 2,000,000 0.15 0.16 10,000,000 4.12 0.16 3,000,000 0.16 49,500,000 7.18 $ 0.12 39,125,000 $ 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 exercisable at a price equal to the sixty (60) day trailing quoted price of the Common Stock of the Company in the OTC market, 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 resigns for Good Reason (as defined in the Agreement) or Mr. Rices employment is terminated without Cause (as defined in the Agreement) during the 24-month period following the Change of Control or during the sixty (60) days immediately preceding the date of a 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. Rice 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 sixty (60) day trailing quoted price of the Common Stock of the Company in the OTC market, 10 year term. Prior to this Agreement, as compensation for serving as Chief Financial Officer, the Company, quarterly, issued 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 $0.10. 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 $0.10. 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%. On August 7, 2019, the Company issued the CFO warrants to purchase 50,000 shares of common stock at $0.08. The warrants were valued at $3,850 using the Black Scholes pricing model relying on the following assumptions: volatility 184.57%; annual rate of dividends 0%; discount rate 1.59%. On October 28, 2019, the Company issued the CFO warrants to purchase 50,000 shares of common stock at $0.08. The warrants were valued at $3,859 using the Black Scholes pricing model relying on the following assumptions: volatility 186.77%; annual rate of dividends 0%; discount rate 1.66% The Company has additional disclosures related to Executive Compensation in Note 15 - Subsequent Events. Common Stock Warrants A summary of the status of the Companys warrants is presented below. December 31, 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 23,005,000 0.12 12,783,672 0.10 Exercised (14,365,000) 0.10 (9,688,917) 0.10 Cancelled - - (345,205) 0.11 Expired (2,667,333) 0.08 (694,167) 0.17 Outstanding, end of period 200,177,006 $ 0.10 194,204,339 $ 0.09 Warrants outstanding and exercisable by price range as of December 31, 2020 were as follows: Outstanding Warrants Exercisable Warrants Range of Number Average Weighted Remaining Contractual Life in Years Exercise Price Number Weighted Average Exercise Price $ 0.05 1,000,000 0.69 $ 0.05 1,000,000 $ 0.05 0.06 16,050,000 1.59 0.06 16,050,000 0.06 0.07 2,500,000 1.69 0.07 2,500,000 0.07 0.08 30,418,477 1.46 0.08 30,418,477 0.08 0.09 225,000 0.81 0.09 225,000 0.09 0.10 124,773,734 2.37 0.10 124,773,734 0.10 0.11 3,704,795 3.22 0.11 3,704,795 0.11 0.12 18,555,000 4.69 0.12 18,555,000 0.12 0.14 2,550,000 2.74 0.14 2,550,000 0.14 0.18 400,000 3.99 0.18 400,000 0.18 200,177,006 4.34 200,177,006 $ 0.10 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Notes | ||
COMMITMENTS AND CONTINGENCIES | NOTE 10- COMMITMENTS AND CONTINGENCIES COVID-19 In March 2020, the World Health Organization declared the outbreak of a disease caused by a novel strain of the coronavirus (COVID-19) to be a pandemic. Global pandemics and other natural disasters or geopolitical actions, including related to the COVID-19 pandemic, could affect the Companys ability to access the public markets and obtain necessary capital in order to properly capitalize and continue our operations. Prior to the COVID-19 pandemic, the expectation was that there would be forward moment with the production of our algal biomass, validation and purification. However, these were temporarily suspended and/or delayed, and many continue in diminished capacity. Employment Agreements We currently have compensation agreements with our President / Chief Executive Officer, one with our new Chief Financial Officer, and a separation agreement with our former Chief Financial Officer. Mr. Dahls Employment Agreement: The Companys Chief Executive Officer, Andrew Dahl, is serving as Chief Executive Officer under the terms of an amended and restated employment agreement dated November 15, 2019 (Dahl Agreement) that superseded all prior employment agreements and understandings. Under the terms of the Dahl Agreement, Mr. Dahls agreement provides for a term of three years, with successive automatic renewals for one year terms, unless either party terminates the Dahl Agreement on at least 60 days notice prior to the expiration of the then current term of Mr. Dahls employment. Mr. Dahl has received an annual base salary, commencing on June 1, 2019, of $440,000 (Dahl Base Salary), of which $7,500 per month has been 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 including funding at closing on such terms of at least $10 million; or (ii) within 12 months after the effective date that the Company receives revenue of at least $10 million. The Dahl Base Salary is 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 Dahl Base Salary. Mr. Dahl is entitled to a Revenue Bonus (as defined in the Dahl Agreement) equal to 2% of the Companys revenue contribution in accordance with a formula as detailed in the Dahl Agreement. Mr. Dahl was awarded a non-qualified option to purchase 28,000,000 shares of the Companys common stock at a price of $0.10 per share upon signing the Dahl Agreement. Mr. Dahl will be entitled to non-qualified performance-based options having an exercise price equal to the greater of $0.10 per share and the Fair Market Value (as defined in the 2019 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 $2,000,000 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 $2,000,000 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. Note that item (i) was achieved in 2019 and the Company awarded a non-qualified option to purchase 1,000,000 common shares of the Companys common stock at a price of $0.14 per share. As it relates to Wellmetris, if and when at least $2 million in equity capital is raised from a third party and invested in Wellmetris in an arms-length transaction, Mr. Dahl shall be granted a warrant to purchase an equity interest in Wellmetris that is equal to the equity interest in Wellmetris owned by the Company at the time of the first tranche of any such capital raise (the Wellmetris Warrant). The Wellmetris Warrant shall be fully vested as of the date it is granted and shall expire on the 10th anniversary of the grant date. Once granted, the Wellmetris 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 Wellmetris Warrant shall be equal to the fair market value of the interest in Wellmetris implied by the pricing of the first tranche of any such capital raise. The Dahl Agreement provides that if a Change of Control (as defined in the Dahl Agreement) occurs and Mr. Dahls employment is terminated without Cause (as defined in the Dahl Agreement) or Mr. Dahl resigns for Good Cause (as defined in the Dahl Agreement) during the 24-month period following the Change of Control or during the sixty (60) days immediately preceding the date of a Change of Control, 100% of Mr. Dahls unvested options will be fully vested. The Dahl Agreement also provides for severance payments of, amongst other things, 300% of the Dahl Base Salary and 2x the amount of the Revenue Bonus in such event. Mr. Marchiandos Employment Agreement: On January 1, 2021, the Company entered into an employment letter with Mr. Marchiando (Marchiando Agreement). Under the terms of the Marchiando Agreement, Mr. Marchiando 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 Marchiando Agreement on at least sixty days notice prior to the expiration of the then current term of the Marchiando Agreement. Mr. Marchiando will receive an annual base salary, commencing on January 1, 2021, of $280,000 (Marchiando Base Salary). The Marchiando Base Salary shall increase to $300,000 if within one (1) year after the effective date, the Company enters into a term sheet and receives the related financing to receive at least $10,000,000 in equity or other form of investment or debt (Third Party Financing) on terms satisfactory to the board of directors of the Company. On January 1, 2021, Mr. Marchiando received a stock option award issued pursuant to the Companys 2019 Omnibus Long-Term Incentive Plan to purchase 13,000,000 shares of the Companys common stock, with an exercise price of $0.14 per share. Vesting of these options shall be as follows: 3,000,000 shares vested immediately upon grant of the option award, and 1,250,000 shares will vest on each 6 month anniversary of January 1, 2021. Mr. Marchiando shall also receive $25,000 upon the closing, prior to December 31, 2021, of a Third Party Financing that raises at least $10,000,000. If, upon the closing prior to December 31, 2021 of a Third Party Financing that raises over $13,000,000 for the Company, Mr. Marchiando shall receive a maximum bonus of $50,000, as long as Mr. Marchiando is employed at the time of closing. If Mr. Marchiandos employment is terminated by the Company due to death or Disability, or without Cause, or if Mr. Marchiando resigns for Good Reason (each as defined in the Marchiando Agreement) or if either party does not renew the employment term, Mr. Marchiando will be entitled to receive the following severance benefits: a continuation of the Marchiando Base Salary for one year, payment of an amount equal to Mr. Marchiandos target bonus in the year of termination and a fully-vested, nonqualified stock option to purchase 1,000,000 shares of common stock. Additionally, all outstanding and contingent nonqualified options owned directly or beneficially by Mr. Marchiando shall be converted immediately into vested options, with terms as specified in the applicable award agreement. The Marchiando Agreement provides that if a Change of Control (as defined in the Marchiando Agreement) occurs and Mr. Marchiando resigns for Good Reason (as defined in the Marchiando Agreement) or Mr. Marchiandos employment is terminated without Cause (as defined in the Marchiando Agreement) during the 24-month period following the Change of Control or during the sixty (60) days immediately preceding the date of a Change of Control, 100% of Mr. Marchiandos unvested options will be fully vested and the restrictions on his restricted shares will lapse. The Marchiando Agreement also provides for severance payments of, amongst other things, a lump sum payment of 200% of the Marchiando Base Salary, 200% of Mr. Marchiandos Performance Bonus (as defined in the Marchiando Agreement) earned in the last 12 months preceding the Change of Control and payment of 24 months of the Marchiando Base Salary in such event. Mr. Rices Employment Arrangement: On March 4, 2020, the Company entered into an employment letter with Philip Rice, former Chief Financial Officer of the Company (Rice Agreement) that superseded all prior employment understandings and agreements. Under the terms of the Rice 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 Rice Agreement on at least sixty days notice prior to the expiration of the then current term of the Rice Agreement. Mr. Rice will receive an annual base salary, commencing on January 1, 2020, of $280,000 (Rice Base Salary). The Rice 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. On the date the Rice Agreement was executed, Mr. Rice received a $25,000 retention bonus, and a fully-vested nonqualified stock option to purchase 2,000,000 shares of the Companys common stock at a price of $0.15 per share (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%). On January 7, 2021, the Company and Rice entered into a written agreement concerning Rices departure from the Company (the Separation Agreement). Pursuant to the Separation Agreement, Mr. Rice resigned from his position as Chief Financial Officer of the Company effective on January 1, 2021, and following a transition period, agreed to resign from all positions as an officer or employee of the Company effective as of January 31, 2021 (the Separation Date). The Separation Agreement provides that Mr. Rice will receive certain benefits that he is entitled to receive under his employment agreement dated March 4, 2020. Accordingly, under the Separation Agreement, subject to non-revocation of a general release and waiver of claims in favor of the Company, the Company has agreed to pay Mr. Rice his base salary of $280,000 for one year and three weeks, beginning on the Separation Date, and grant him an option to purchase 1,000,000 shares of common stock. 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 $0.10 for a term of five years. As of March 31, 2021, in connection with this agreement, no successful funding transactions have taken place and no warrants have been issued. Financial Consulting Agreement May 2020 On May 4, 2020, the Company entered into a Financial Consulting and Corporate Advisory Agreement (FCCA Agreement). The FCCA 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. This FCCA Agreement was cancelled in July 2020. Financial Consulting Agreement July 2020 On July 16, 2020, the Company entered into an Advisory Agreement (FC Agreement). The FC Agreement calls for monthly fees of $10,000 per month. The FC 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 $0.12 for a term of five years. The Company issued warrants to purchase 450,000 shares of common stock at an exercise price of $0.12 for a term of five years valued at $51,278 using the Black Scholes pricing model relying on the following assumptions: volatility 144.93% to 145.50%; annual rate of dividends 0%; discount rate 0.29% to 0.32% The Company terminated the FC Agreement in October 2020. Supply Chain Consulting Agreement On February 27, 2019, the Company entered into a Supply Chain Consulting Agreement with a consultant (Consultant) (see Note 11 Stockholders Deficiency). In May 2019, the Company issued a warrant to purchase 5,000,000 shares of common stock at an exercise price of $0.10 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. On November 24, 2020, the parties entered into a Second Amendment to the Supply Chain Consulting Agreement whereby the issuance to Consultant a cashless warrant with a five-year term to purchase nineteen million (19,000,000) shares of the Companys common stock was reduced to thirteen million (13,000,000) shares of the Companys common stock, and a cashless warrant with a five-year term to purchase three million (3,000,000) shares of the Companys common stock was issued to a member of the Consultant. The warrants were valued at $386,348 using the Black Scholes pricing model relying on the following assumptions: volatility 148.83%; annual rate of dividends 0%; discount rate 0.39%. As of March 31, 2021, 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 March 31, 2021, such warrant has not been issued. On March 1, 2021, the Company and the aforementioned member of the Consultant signed an amendment to the original consulting agreement. The member of the Consultant agreed to take on additional responsibilities related to the non-North America expansion of the Company biomass production network. Upon the successful formation, licensing and start of operations, the member of the Consultant will be granted warrants to purchase 3,250,000 shares of the Companys common stock at the prevailing market price at that time. In addition, a monthly cash payment of $12,500 is included in the consulting agreement. Marketing / Public Relations On December 27, 2019, the Company entered into a Marketing / Public Relations Agreement (MPR Agreement) with a consultant (MPR Consultant). The MPR Agreement provides that the MPR 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 MPR 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 MPR 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 MPR 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 the MPR Consultant, and on the revenue received from licensing the Companys intellectual property to such entities identified and cultivated by the MPR 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 March 31, 2021, a commercial transaction has not closed, and the warrants have not yet been issued and no commissions have been paid. On February 15, 2021, the Company signed a consulting agreement with CorProminence, LLC (dba COREir) to provide us with investor relations and public relations services. The COREir agreement includes a provision to issue to COREir on the four (4) month anniversary of the Effective Date, or as soon thereafter as is practically possible, 800,000 authorized restricted shares of common stock (the Shares) of the Company, of which 400,000 shares shall vest immediately upon receipt, 200,000 shall vest on the eight (8) month anniversary of the contract Effective Date and 200,000 shares shall vest on the twelve (12) month anniversary of the effective date of the COREir agreement. In addition, the agreement requires the Company to pay COREir $15,000 per month, plus out of pocket expenses, for their consulting services. 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 12 COMMITMENTS AND CONTINGENCIES COVID-19 In March 2020, the World Health Organization declared the outbreak of a disease caused by a novel strain of the coronavirus (COVID-19) to be a pandemic. Global pandemics and other natural disasters or geopolitical actions, including related to the COVID-19 pandemic, could affect the Companys ability to access the public markets and obtain necessary capital in order to properly capitalize and continue our operations. Prior to the COVID-19 pandemic, the expectation was that there would be forward moment with the production of our algal biomass, validation and purification. However, these were temporarily suspended and/or delayed, and many continue in diminished capacity. Employment Agreement The Companys Chief Executive Officer, Andrew Dahl, is serving as Chief Executive Officer under the terms of an employment agreement dated November 29, 2019 (Agreement) that superseded and replaced all prior employment agreements and understandings. Under the terms of the Agreement, Mr. Dahls agreement provides for a term of three years, with successive automatic renewals for one year terms, unless either party terminates the Dahl Agreement on at least 60 days notice prior to the expiration of the then current term of Mr. Dahls employment. Mr. Dahl has received 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 12 months after the Effective Date that the Company receives revenue of at least $10 million. The Company has accrued $120,000 of the deferred salary as of September 30, 2020, reflected in accrued expenses on the Balance Sheet. The Base Salary is 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 $0.10 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,, 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 Mr. Dahls employment is terminated without Cause (as defined in the Agreement) or Mr. Dahl resigns for Good Cause (as defined in the Dahl Agreement) during the 24-month period following the Change of Control or during the sixty (60) days immediately preceding the date of a 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 $0.14 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%). On November 15, 2019, 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 $0.10 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 $0.10 for a term of five years. As of December 31, 2020, in connection with this agreement, no successful funding transactions have taken place and no warrants have been issued. Financial Consulting Agreement May 2020 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. This Agreement was cancelled in July 2020. Financial Consulting Agreement July 2020 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 $0.12 for a term of five years. The Company issued warrants to purchase 450,000 shares of common stock at an exercise price of $0.12 for a term of five years valued at $51,278 using the Black Scholes pricing model relying on the following assumptions: volatility 144.93% to 145.50%; annual rate of dividends 0%; discount rate 0.29% to 0.32% The Company terminated this Agreement in October 2020. Supply Chain Consulting Agreement On February 27, 2019, the Company entered into a Supply Chain Consulting Agreement with a consultant (Consultant) (see Note 11 Stockholders Deficiency). In May 2019, the Company issued a warrant to purchase 5,000,000 shares of common stock at an exercise price of $0.10 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. On November 24, 2020, , the parties entered into a Second Amendment to the Supply Chain Consulting Agreement whereby the issuance to Consultant a cashless warrant with a five-year term to purchase nineteen million (19,000,000) shares of the Companys common stock was reduced to thirteen million (13,000,000) shares of the Companys common stock, and a cashless warrant with a five-year term to purchase three million (3,000,000) shares of the Companys common stock was issued to a member of the Consultant. The warrants were valued at $386,348 using the Black Scholes pricing model relying on the following assumptions: volatility 148.83%; annual rate of dividends 0%; discount rate 0.39%. As of December 31, 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 December 31, 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 December 31, 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Notes | ||
RELATED PARTY TRANSACTIONS | NOTE 11 - RELATED PARTY TRANSACTIONS 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 13 RELATED PARTY TRANSACTIONS Due to Related Party See Note 6 Due to Related Party for disclosure of payable to related Party. Loan Payable Related Party See Note 7 Loan Payable Related Parties for disclosure of loans payable to related Parties and Note 15 - Subsequent Event for additional arrangements made in connection with certain such loans. Deferred Revenue - Participation Agreements See Note 10 - Deferred Revenue - Participation Agreements for disclosure of related party participation. Executive Compensation See Note 11 Stockholder Deficiency for disclosure of compensation to the Chief Executive Officer and Chief Financial Officer. Employment Agreement See Note 12 Commitments and Contingencies and Note 15 Subsequent Event for disclosures of the Employment Agreements with the Chief Executive Officer and Chief Financial Officer. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Notes | ||
SUBSEQUENT EVENTS | NOTE 12 SUBSEQUENT EVENTS Stock Issuances From April 1, 2021 through the date of this filing, the Company received proceeds of $474,970 from the issuance of 3,447,794 shares of common stock at $0.14 per share and issued 4,348,969 shares from the cashless exercise of 11,077,896 common stock warrants. Deferred Revenue Participation Agreements On May 14, 2021, the Company entered into an additional Participation Agreement totaling $45,000 with a related party (Additional Participant). The total investment of $45,000 came from a cash investment. The Agreement provide for payments by the Company to the Additional Participant of an additional 0.675% of fees generated by the Company from licensing or selling bioactive ingredients or molecules (including the Revenue Share). The Agreements also call for the issuance of warrants to purchase an aggregate of 135,000 shares of common stock with a term of five years and at exercise prices of $0.13 per share. The warrants to purchase the shares has a total value of $14,898 based on a Black Scholes valuation models with a volatility of 129.13%, a 0% dividend rate, and a discount rate range of 0.87%. Convertible Debt Conversion Agreement The Company has entered into Debt Extension and Conversion Agreements with certain investors, that own certain convertible notes in the combined aggregate principal and interest amount of approximately $7,360,000 as of May14, 2021. These agreements provide that the notes automatically convert into approximately 73,595,000 shares of common stock (assuming that such conversions were to occur on May 14, 2021) upon consummation of an underwritten public offering of the Companys common stock. | NOTE 15 SUBSEQUENT EVENTS Employment Agreement - Marchiando On January 1, 2021, the Board of Directors appointed Keith Marchiando as the Companys Chief Financial Officer and the Company entered into an employment letter with Mr. Marchiando (Marchiando Agreement). Under the terms of the Marchiando Agreement, Mr. Marchiando 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 Marchiando Agreement on at least sixty days notice prior to the expiration of the then current term of the Marchiando Agreement. Mr. Marchiando will receive an annual base salary, commencing on January 1, 2021, of $280,000 (Marchiando Base Salary). The Marchiando Base Salary shall increase to $300,000 if within one (1) year after the effective date, the Company enters into a term sheet and receives the related financing to receive at least $10,000,000 in equity or other form of investment or debt (Third Party Financing) on terms satisfactory to the board of directors of the Company. On January 1, 2021, Mr. Marchiando received a stock option award issued pursuant to the Companys 2019 Omnibus Long-Term Incentive Plan to purchase 13,000,000 shares of the Companys common stock, par value $0.001 per share (Common Stock), with an exercise price of $0.14 per share and a 10-year life. Vesting of these options shall be as follows: 3,000,000 shares vested immediately upon grant of the option award, and 1,250,000 shares will vest on each six-month anniversary of January 1, 2021. The option to purchase the shares has a total value of $1,779,065 based on a Black Scholes valuation model with a volatility of 143.89%, a 0% dividend rate, and a discount rate of 0.36%. The Company will record an expense of $410.553 in the first quarter of 2021 and $171,064 on the eight subsequent six-month anniversaries of the Marchiando Agreement. Mr. Marchiando shall also receive $25,000 upon the closing, prior to December 31, 2021, of a Third Party Financing that raises at least $10,000,000. If, upon the closing prior to December 31, 2021 of a Third Party Financing that raises over $13,000,000 for the Company, Mr. Marchiando shall receive a maximum bonus of $50,000, as long as Mr. Marchiando is employed at the time of closing. If Mr. Marchiandos employment is terminated by the Company due to death or Disability, or without Cause, or if Mr. Marchiando resigns for Good Reason (each as defined in the Marchiando Agreement) or if either party does not renew the employment term, Mr. Marchiando will be entitled to receive the following severance benefits: a continuation of the Marchiando Base Salary for one year, payment of an amount equal to Mr. Marchiandos target bonus in the year of termination and a fully-vested, nonqualified stock option to purchase 1,000,000 shares of Common Stock. Additionally, all outstanding and contingent nonqualified options owned directly or beneficially by Mr. Marchiando shall be converted immediately into vested options, with terms as specified in the applicable award agreement. The Marchiando Agreement provides that if a Change of Control (as defined in the Marchiando Agreement) occurs and Mr. Marchiando resigns for Good Reason (as defined in the Marchiando Agreement) or Mr. Marchiandos employment is terminated without Cause (as defined in the Marchiando Agreement) during the 24-month period following the Change of Control or during the sixty (60) days immediately preceding the date of a Change of Control, 100% of Mr. Marchiandos unvested options will be fully Due to Related Party Upon the Board of Directors' appointment of Keith Marchiando to the role of Chief Financial Officer for the Company, an existing account payable to Mr. Marchiando in the amount of $26,400 became an amount due to a related party. Prior to his appointment, Mr. Marchiando performed consulting services for the Company in the fourth quarter of 2020. Separation Agreement - Rice On January 1, 2021, Mr. Rice resigned from his position as Chief Financial Officer of the Company, and following a transition period, agreed to resign from all positions as an officer or employee of the Company effective as of January 31, 2021 (the Separation Date). The Separation Agreement provides that Mr. Rice will receive certain benefits that he is entitled to receive under his employment agreement dated March 4, 2020. Accordingly, under the Separation Agreement, the Company has agreed to pay Mr. Rice his base salary of $280,000 for one year and three weeks, beginning on the Separation Date, and grant him an option to purchase 1,000,000 shares of Common Stock for $0.14 per share and a five-year life. The option to purchase the shares has a total value of $125,061 based on a Black Scholes valuation model with a volatility of 143.89%, a 0% dividend rate, and a discount rate of 0.36%. The Company will expense the full amount in the first quarter of 2021. Mr. Rice remains subject to the restrictive covenants in his employment agreement. Stock Issuances Through February 25, 2021, the Company, through direct private transactions, has received proceeds from the sale of 5,310,435 shares of common stock in the amount of $705,000 from six (6) private investors. The average selling price per share was $0.1328. Life Insurance Premiums In 2019, in connection with the Lender's Convertible Note, the Lender took out a life insurance policy on Andrew Dahl, the Company's Chief Executive Officer. On February 23, 2021, the Company entered into a letter agreement with the Lender pursuant to which the Company agreed to pay certain life insurance premiums as long as the Convertible Note remains outstanding. Deferred Revenue Participation Agreements Through February 25, 2021, the Company entered into three (3) additional Agreements totaling $105,000 with third parties (Additional Participants). The total investment of $105,000 came from cash in the amount of $96,000 and the conversion of a Note Payable Related Party of $9,000. The Agreements provide for payments by the Company to the Additional Participants of an additional aggregate of 1.575% of fees generated by the Company from licensing or selling bioactive ingredients or molecules (including the Revenue Share). The Agreements also call for the issuance of warrants to purchase an aggregate of 315,000 shares of common stock with a term of five years and at exercise prices of $0.14 per share. The warrants to purchase the shares has a total value of $40,799 based on a Black Scholes valuation models with a volatility between 139.55% and 140.20%, a 0% dividend rate, and a discount rate range of 0.41% to 0.45%. The Company will record an expense for the full amount in the first quarter of 2021. |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
Nature of Operations | NOTE 1 DESCRIPTION OF BUSINESS The business model of Zivo Bioscience, Inc. and Subsidiaries (Health Enhancement Corporation, HEPI Pharmaceuticals, Inc., Zivo Bioscience, LLC, Wellmetrix, LLC (fka WellMetris, LLC), and Zivo Biologic, Inc., (collectively the Company) is to derive future income from licensing and selling natural bioactive ingredients derived from their proprietary algae cultures to animal, human and dietary supplement and medical food manufacturers. |
NOTE 4 - DUE TO RELATED PARTY
NOTE 4 - DUE TO RELATED PARTY | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
NOTE 4 - DUE TO RELATED PARTY | NOTE 6 DUE TO RELATED PARTY As of January 1, 2019, the Company owed HEP Investments, LLC (HEP), a related party, a total of $432,429. During the year ended December 31, 2019 the company borrowed an additional $110,500 in working capital. The total of $542,929 was repaid with cash of $78,000 and $464,929 by issuing 4,649,291 shares of common stock at $0.10 per share. As of December 31, 2020 and 2019, there were no outstanding balances due to related parties related to the Companys convertible debt. |
Debt and Capital Leases Disclos
Debt and Capital Leases Disclosures | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
Debt and Capital Leases Disclosures | NOTE 9 NOTE PAYABLE 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 "4.29.20 Note") in the principal amount of $121,700 with Comerica Bank (the "Bank"), the lender. Under the terms of the 4.29.20 Note and the PPP Loan, interest accrues on the outstanding principal at the rate of 1.0% per annum. The term of the 4.29.20 Note is two years, though it may be payable sooner in connection with an event of default under the 4.29.20 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 4.29.20 Note, until the maturity date. The 4.29.20 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 4.29.20 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 4.29.20 Note, collect all amounts owing from the Company, and file suit and obtain judgment against the Company. |
Income Tax Disclosure
Income Tax Disclosure | 12 Months Ended |
Dec. 31, 2020 | |
Notes | |
Income Tax Disclosure | NOTE 14 INCOME TAXES At December 31, 2019 the Company had available net-operating loss carry-forwards for Federal tax purposes of approximately $72,890,000, which may be applied against future taxable income, if any, at various dates from 2020 through 2040. Certain significant changes in ownership of the Company may restrict the future utilization of these tax loss carry-forwards. At December 31, 2020 the Company had a deferred tax asset of approximately $19,680,000 representing the benefit of its net operating loss carry-forwards. The Company has not recognized the tax benefit because realization of the tax benefit is uncertain and thus a valuation allowance has been fully provided against the deferred tax asset. The difference between the Federal and State Statutory Rate of 27% and the Companys effective tax rate of 0% is due to a decrease in the valuation allowance of approximately $1,041,000 in 2020. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Principles of Consolidation (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Policies | ||
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of Zivo Bioscience, Inc. (Nevada) and its wholly-owned subsidiaries, Health Enhancement Corporation (Nevada), HEPI Pharmaceuticals, Inc. (Delaware), WellMetrix, LLC (Delaware), WellMetris, LLC (Delaware), Zivo Bioscience, LLC (Florida), ZIVO Zoologic, Inc. (Delaware), and Zivo Biologic, Inc. (Delaware). All significant intercompany transactions and accounts have been eliminated in consolidation. | Principles of Consolidation The consolidated financial statements include the accounts of Zivo Bioscience, Inc. and its wholly-owned subsidiaries, Health Enhancement Corporation, HEPI Pharmaceuticals, Inc., Wellmetrix, LLC, Zivo Bioscience, LLC and Zivo Biologic, Inc. All significant intercompany transactions and accounts have been eliminated in consolidation. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Accounting Estimates (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 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. | Accounting Estimates The Companys consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, at the date of the financial statements and reported amount of revenues and expenses during the reporting period. Due to the inherent uncertainty involved in making estimates, 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. |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 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 March 31, 2021, the Company did not have any Cash Equivalents. | Cash and Cash Equivalents For the purpose of the statements of cash flows, cash equivalents include time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. The Company maintains cash and cash equivalents balances at financial institutions and are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. At times, balances in certain bank accounts may exceed the FDIC insured limits. Cash equivalents consist of highly liquid investments with an original maturity of three months or less when purchased. At December 31, 2020, the Company did not have any cash equivalents. |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property and Equipment (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 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. | 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 are 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. |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 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 three months ended March 31, 2021 and 2020, the Company had $0 and $20,000 of revenue, respectively. | 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 the years ended December 31, 2020 and 2019, the Company had $20,000 and $-0- of service revenue, respectively. |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Shipping and Handling Costs (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Policies | ||
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling costs are expensed as incurred. For the three months ended March 31, 2021 and 2020, no shipping and handling costs were incurred. | Shipping and Handling Costs Shipping and handling costs are expensed as incurred. For the years ended December 31, 2020 and 2019 no shipping and handling costs were incurred. |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Deferred Offering Expenses (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Policies | |
Deferred Offering Expenses | Deferred Offering Expenses During the three months ended March 31, 2021, the Company incurred $143,377 of costs directly related to our planned public securities offering. We have recorded those costs as Deferred Offering Expenses on our balance sheet and will reduce our proceeds from the security sale by those costs and any additional directly related costs yet to be incurred. |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Research and Development (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Policies | ||
Research and Development | Research and Development Research and development costs are expensed as incurred. The Company's research and development costs, including internal expenses, consist of clinical study expenses as it relates to the biotech business and the development and growing of algae as it relates to the agtech business. These consist of fees, charges, and related expenses incurred in the conduct of business with Company development by independent outside contractors. External clinical studies study expenses were approximately $280,000 and $585,000 for the three months ended March 31, 2021 and 2020, respectively. Internal expenses, composed of staff salaries compose approximately $366,000 and $990,000 for the three months ended March 31, 2021 and 2020, respectively. | Research and Development Research and development (R&D) costs are expensed as incurred. The Company's R&D costs, including internal expenses, consist of clinical study expenses as it relates to the BioTech business and the development and growing of algae as it relates to the AgTech business. These consist of fees, charges, and related expenses incurred in the conduct business with Company development by independent outside contractors. External clinical studies expenses were approximately $1,359,000 and $2,043,000 for the years ended December 31, 2020 and 2019, respectively. Internal expenses, composed of staff salaries compose approximately $2,396,000 and $264,000 for the year ended December 31, 2020 and 2019, respectively. |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Stock Based Compensation (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 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 three months ended March 31, 2021 and 2020, stock options and warrants were granted to employees, the Board of Directors and consultants of the Company. As a result of these grants, the Company recorded compensation expense of $975,024 and $1,196,222 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: Three Months Ended March 31, 2021 2020 Expected volatility 144.80% to 153.25% 163.68% to 184.19% Expected dividends 0% 0% Expected term 5 to 10 years 5 to 10 years Risk free rate 0.29% to 1.45% 0.79% to 1.45% 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. | Stock Based Compensation We account for stock-based compensation in accordance with FASB ASC 718, Compensation Stock Compensation. During 2020 and 2019, options and warrants were granted to employees, the Board of Directors and consultants of the Company. As a result of these grants, the Company recorded expenses of $3,847,907 and $3,605,235 during the years ended December 31, 2020 and 2019 respectively. The fair value of options and warrants were estimated on the date of grant using the Black-Scholes option-pricing model based on the following weighted average assumptions: Year Ended December 31, 2020 2019 Expected volatility 144.39% to 184.19% 150.34% to 186.77% Expected dividends 0% 0% Expected term 5-10 years 5 to 10 years Risk free rate 0.28% to 2.31% 1.58% to 2.55% 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 options and 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. |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Earnings Per Share, Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Policies | ||
Earnings Per Share, Policy | 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 March 31, 2021, consisted of 79,305,246 common shares issuable upon the conversion of convertible debentures and related accrued interest and 246,942,006 common shares issuable upon the exercise of outstanding stock options and warrants. Potentially dilutive securities as of March 31, 2020, consisted of 73,836,601 common shares issuable upon the conversion of convertible debentures and related accrued interest and 227,944,339 common shares issuable upon the exercise of outstanding warrants. For the three months ended March 31, 2021 and 2020 diluted and basic weighted average shares are the same, as potentially dilutive shares are anti-dilutive. | Income (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 and warrants and conversions of debentures. Potentially dilutive securities as of December 31, 2020, consisted of 77,955,991 common shares from convertible debentures and related accrued interest and 249,677,006 common shares from outstanding options and warrants. Potentially dilutive securities as of December 31, 2019, consisted of 73,871,688 common shares from convertible debentures and related accrued interest and 223,204,339 common shares from outstanding options and warrants. For 2020 and 2019, diluted and basic weighted average shares were the same, as potentially dilutive shares are anti-dilutive. |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Advertising (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Policies | ||
Advertising | Advertising Advertising costs are charged to operations when incurred. There were no advertising costs for the three months ended March 31, 2021 and 2020. | Advertising Costs Advertising costs are charged to operations when incurred. There were no Advertising Costs during the years 2020 and 2019. |
SUMMARY OF SIGNIFICANT ACCOU_13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Concentrations of Credit Risk (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 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. | 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 has historically maintained cash balances at financial institutions which exceed the current FDIC limit of $250,000 at times during the year. |
SUMMARY OF SIGNIFICANT ACCOU_14
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Reclassifications (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Policies | ||
Reclassifications | Reclassifications Certain items in these consolidated financial statements have been reclassified to conform to the current period presentation. | Reclassifications Certain items in these consolidated financial statements have been reclassified to conform to the current period presentation. |
SUMMARY OF SIGNIFICANT ACCOU_15
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Recently Enacted Accounting Standards (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 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. | 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. 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. The Company has adopted both of the ASUs on January 1, 2019. Prior comparative periods were not required to be restated and the ASUs have not had an impact on the Companys consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOU_16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Leases (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Leases | Leases In February 2016, the Financial Accounting Standards Board (FASB) issued ASU No. 2016-02 (ASC 842), Leases, to require lessees to recognize all leases, with certain exceptions, on the balance sheet, while recognition on the statement of operations will remain similar to current lease accounting. Subsequently, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, ASU No. 2018-11, Targeted Improvements, ASU No. 2018-20, Narrow-Scope Improvements for Lessors, and ASU 2019-01, Codification Improvements, to clarify and amend the guidance in ASU No. 2016-02. ASC 842 eliminates real estate-specific provisions and modifies certain aspects of lessor accounting. This standard is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. Operating lease assets are included within operating lease right-of-use assets, and the corresponding operating lease liabilities are recorded as current portion of long-term operating lease, and within long-term liabilities as long-term operating lease, net of current portion on our balance sheet as of December 31, 2020. Lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because our lease does not provide an implicit rate of return, we used our incremental borrowing rate, based on the information available, in determining the present value of lease payments. |
SUMMARY OF SIGNIFICANT ACCOU_17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Debt Issuance Costs (Policies) | 12 Months Ended |
Dec. 31, 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 cost. These costs are deferred and amortized over the term of the debt period or until redemption of the convertible debentures. Debt Issuance Costs are reported on the balance sheet as a direct deduction from the face amount of the related notes. Amortization of debt issuance costs amounted to $-0- and $1,187,817 and are included in Interest expense and Interest expense Related Parties on the Consolidated Statements of Operations for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, and 2019, the Company had $-0- unamortized Debt Issuance Costs. |
SUMMARY OF SIGNIFICANT ACCOU_18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income Taxes (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policies | |
Income Taxes | Income Taxes The Company follows the authoritative guidance for accounting for income taxes. Deferred income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The tax effects of temporary differences that gave rise to the deferred tax assets and deferred tax liabilities at December 31, 2020 and 2019 were primarily attributable to net operating loss carry forwards. Since the Company has a history of losses, and it is more likely than not that some portion or all of the deferred tax assets will not be realized, a full valuation allowance has been established. In addition, utilization of net operating loss carry-forwards is subject to a substantial annual limitation due to the change in ownership provisions of the Internal Revenue Code. The annual limitation may result in the expiration of net operating loss carry-forwards before utilization. We have adjusted Deferred Tax Assets and Liabilities in accordance with the December 22, 2017 enactment of the U.S. Tax Cuts and Jobs Act. (See Note 11 Income Taxes). |
SUMMARY OF SIGNIFICANT ACCOU_19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Stock Based Compensation: Schedule of Fair Value of Warrants (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Tables/Schedules | ||
Schedule of Fair Value of Warrants | Three Months Ended March 31, 2021 2020 Expected volatility 144.80% to 153.25% 163.68% to 184.19% Expected dividends 0% 0% Expected term 5 to 10 years 5 to 10 years Risk free rate 0.29% to 1.45% 0.79% to 1.45% | 2020 2019 Expected volatility 144.39% to 184.19% 150.34% to 186.77% Expected dividends 0% 0% Expected term 5-10 years 5 to 10 years Risk free rate 0.28% to 2.31% 1.58% to 2.55% |
PROPERTY AND EQUIPMENT_ Schedul
PROPERTY AND EQUIPMENT: Schedule of Property and Equipment (Sptember 30 2019 Unaudted) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Tables/Schedules | ||
Schedule of Property and Equipment (Sptember 30 2019 Unaudted) | March 31, 2021 December 31, 2020 (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) $ - $ - | December 31, December 31, 2020 2019 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) $ - $ - |
LEASES_ Schedule of Operating l
LEASES: Schedule of Operating leases (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Tables/Schedules | ||
Schedule of Operating leases | Assets: March 31, 2021 December 31, 2020 Operating lease right-of-use asset $ 44,125 $ 49,984 Liabilities: Current Portion of Long-Term Operating Lease $ 32,362 $ 29,172 Long-Term Operating Lease, Net of Current Portion 9.928 15,178 $ 42,290 $ 44,350 | Assets: December 31, 2020 Operating lease right-of-use asset $ 49,984 Liabilities: Current Portion of Long-Term Operating Lease $ 29,172 Long-Term Operating Lease, Net of Current Portion 15,178 $ 44,350 |
LEASES_ Schedule of Components
LEASES: Schedule of Components of lease expense (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Tables/Schedules | ||
Schedule of Components of lease expense | For the For the Quarter ended Quarter ended March 31, 2021 March 31, 2020 Operating lease expense $ 6,470 $ - | For the Year ended December 31, 2020 Operating lease expense $ 620 |
LEASES_ Schedule of Other infor
LEASES: Schedule of Other information related to leases (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Tables/Schedules | ||
Schedule of Other information related to leases | For the For the Quarter ended Year ended March 31, 2021 December 31, 2020 Weighted-average remaining lease term: Operating leases 1.83 Years 2.08 Years Discount rate: Operating leases 11.00% 11.00% | Other information related to leases where we are the lessee is as follows: For the Year ended December 31, 2020 Weighted-average remaining lease term: Operating leases 2.08 Years Discount rate: Operating leases 11.00% |
LEASES_ Schedule of Supplementa
LEASES: Schedule of Supplemental cash flow information related to leases (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Tables/Schedules | ||
Schedule of Supplemental cash flow information related to leases | For the Quarter ended March 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: $ 3,291 | For the Year ended December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: $ 6,091 |
LEASES_ Schedule of Maturities
LEASES: Schedule of Maturities of operating lease liability (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Tables/Schedules | ||
Schedule of Maturities of operating lease liability | Year Ended: Operating Lease December 31, 2021 $ 29,622 December 31, 2022 15,989 December 31, 2023 - Total minimum lease payments 45,611 Less: Interest 3,321 Present value of lease obligations 42,290 Less: Current portion 32,362 Long-term portion of lease obligations $ 9,928 | Year Ended: Operating Lease December 31, 2021 $ 31,759 December 31, 2022 15,989 December 31, 2023 1,154 Total minimum lease payments 48,902 Less: Interest 4,552 Present value of lease obligations 44,350 Less: Current portion 29,172 Long-term portion of lease obligations $ 15,178 |
CONVERTIBLE DEBT_ Schedule of C
CONVERTIBLE DEBT: Schedule of Convertible Debt (June 30 2020 unaudited) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Tables/Schedules | ||
Schedule of Convertible Debt (June 30 2020 unaudited) | Convertible debt consists of the following: March 31, 2021 (Unaudited) December 31, 2020 1% Convertible notes payable, due April 30, 2021 (at March 31, 2021) $ 240,000 $ 240,000 11% Convertible note payable HEP Investments LLC, a related party, past due September 30, 2019 (as of March 31, 2021 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 March 31, 2021 no notice of default has been received) 850,000 850,0000 5,180,342 5,180,342 Less: Current portion 5,180,342 5,180,342 Long term portion $ - $ - | December 31, December 31, 2020 2019 1% Convertible notes payable, due January 2021 $ 240,000 $ 240,000 11% Convertible note payable HEP Investments, LLC, a related party, net of unamortized discount and debt issuance costs of $-0- and $-0-, respectively, due June 30, 2019 (as of December 31, 2020 no notice of default has been received) 4,090,342 4,090,342 11% Convertible note payable New Lenders; placed by Paulson, due at various dates ranging from September 2018 to October 2019 (as of December 31, 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 $ - $ - |
DEFERRED REVENUE - PARTICIPAT_2
DEFERRED REVENUE - PARTICIPATION AGREEMENTS: Schedule of License Co-Development Participation Agreements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 Apr 13, 2020 $ 100,000 300,000 5 Years $ 0.12 1.50% - 40% 40% 2 Apr 13, 2020 150,000 450,000 5 Years 0.12 2.25% - 40% 40% 3 Apr 13, 2020 150,000 450,000 5 Years 0.12 2.25% - 40% 40% 4 May 7, 2020 250,000 750,000 5 Years 0.12 3.75% - 40% 40% 5 Jun 1, 2020 275,000 825,000 5 Years 0.11 4.13% $ 82,500 40% 50% 6 Jun 3, 2020 225,000 675,000 5 Years 0.11 3.38% 67,500 40% 50% 7 Jul 8, 2020 100,000 300,000 5 Years 0.12 1.50% 30,000 40% 50% 8 Aug. 24, 2020 125,000 375,000 5 Years 0.12 1.88% 37,500 40% 50% 9 Sept. 14, 2020 150,000 450,000 5 Years 0.12 2.25% 45,000 40% 50% 10 Sept. 15, 2020 50,000 150,000 5 Years 0.12 0.75% 15,000 40% 50% 11 Sept. 15, 2020 50,000 150,000 5 Years 0.12 0.75% 15,000 40% 50% 12 Sept. 25, 2020 300,000 450,000 5 Years 0.12 4.50% 420,000 40% 50% 13 Oct. 8, 2020 500,000 1,500,000 5 Years 0.12 7.50% 150,000 40% 40% 14 Oct. 4, 2020 100,000 30,000 5 Years 0.12 1.50% 30,000 40% 40% 15 Oct. 8, 2020 250,000 750,000 5 Years 0.12 3.75% 75,000 40% 40% 16 Oct. 9, 2020 50,000 150,000 5 Years 0.12 0.75% 15,000 40% 40% 17 Dec. 16, 2020 10,000 30,000 5 Years 0.14 0.15% 3,000 40% 50% 18 Jan. 22, 2021 40,000 120,000 5 Years 0.14 0.60% 12,000 40% 50% 19 Jan. 25, 2021 40,000 120,000 5 Years 0.14 0.06% 12,000 40% 50% 20 Jan. 27, 2021 25,000 75,000 5 Years 0.14 0.38% 7,500 40% 50% $ 2,940,000 8,370,000 44.10% $ 1,017,000 |
STOCKHOLDERS' DEFICIT_ Schedule
STOCKHOLDERS' DEFICIT: Schedule of Company's Options related to the 2019 Incentive Plan (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Tables/Schedules | |
Schedule of Company's Options related to the 2019 Incentive Plan | March 31, 2021 December 31, 2020 Number of Options Weighted Average Exercise Price Number of Options Weighted Average Exercise Price Outstanding, beginning of year 48,500,000 $ 0.12 - $ - Issued 14,000,000 0.14 48,500,000 0.12 Outstanding, end of period 62,500,000 $ 0.13 48,500,000 $ 0.12 |
STOCKHOLDERS' DEFICIT_ Schedu_2
STOCKHOLDERS' DEFICIT: Schedule of Status of Warrants (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of Status of Warrants | March 31, 2021 December 31, 2020 Number of Warrants Weighted Average Exercise Price Number of Warrants Weighted Average Exercise Price Outstanding, beginning of year 200,177,006 $ 0.09 194,204,339 $ 0.09 Issued 315,000 0.14 23,005,000 0.12 Exercised (50,000) 0.08 (14,365,000) 0.10 Cancelled - - - - Expired (125,000) 0.09 (2,667,333) 0.08 Outstanding, end of period 200,317,006 $ 0.09 200,177,006 $ 0.09 | |
2019 Omnibus Long-Term Incentive Plan | ||
Schedule of Status of Warrants | December 31, 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 20,500,000 0.15 29,000,000 0.10 Outstanding, end of period 49,500,000 $ 0.12 29,000,000 $ 0.10 | |
Executive Compensation | ||
Schedule of Status of Warrants | December 31, 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 23,005,000 0.12 12,783,672 0.10 Exercised (14,365,000) 0.10 (9,688,917) 0.10 Cancelled - - (345,205) 0.11 Expired (2,667,333) 0.08 (694,167) 0.17 Outstanding, end of period 200,177,006 $ 0.10 194,204,339 $ 0.09 |
STOCKHOLDERS' DEFICIT_ Schedu_3
STOCKHOLDERS' DEFICIT: Schedule of Warrants outstanding and exercisable by price range (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of Warrants outstanding and exercisable by price range | Outstanding Warrants Exercisable Warrants Exercise Price Number Average Weighted Remaining Contractual Life in Years Exercise Price Number Weighted Average Exercise Price $ 0.05 1,000,000 0.45 $ 0.05 1,000,000 $ 0.05 0.06 16,050,000 1.34 0.06 16,050,000 0.06 0.07 2,500,000 1.45 0.07 2,500,000 0.07 0.08 30,368,477 2.15 0.08 30,368,477 0.08 0.09 100,000 1.33 0.09 100,000 0.09 0.10 124,773,734 2.12 0.10 124,773,734 0.10 0.11 3,704,795 2.98 0.11 3,704,795 0.11 0.12 18,555,000 4.45 0.12 18,555,000 0.12 0.14 2,865,000 2.75 0.14 2,865,000 0.14 0.18 400,000 3.75 0.18 400,000 0.18 200,317,006 2.29 200,317,006 $ 0.10 | |
2019 Omnibus Long-Term Incentive Plan | ||
Schedule of Warrants outstanding and exercisable by price range | 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 8.88 $ 0.10 28,000,000 $ 0.10 0.11 1,500,000 4.74 0.11 1,500,000 0.11 0.12 3,000,000 4.63 0.12 0 - 0.13 3,500,000 4.20 0.13 3,500,000 0.13 0.14 1,500,000 7.59 0.14 1,125,000 0.14 0.15 2,000,000 9.18 0.15 2,000,000 0.15 0.16 10,000,000 4.12 0.16 3,000,000 0.16 49,500,000 7.18 $ 0.12 39,125,000 $ 0.11 | |
Executive Compensation | ||
Schedule of Warrants outstanding and exercisable by price range | Outstanding Warrants Exercisable Warrants Range of Number Average Weighted Remaining Contractual Life in Years Exercise Price Number Weighted Average Exercise Price $ 0.05 1,000,000 0.69 $ 0.05 1,000,000 $ 0.05 0.06 16,050,000 1.59 0.06 16,050,000 0.06 0.07 2,500,000 1.69 0.07 2,500,000 0.07 0.08 30,418,477 1.46 0.08 30,418,477 0.08 0.09 225,000 0.81 0.09 225,000 0.09 0.10 124,773,734 2.37 0.10 124,773,734 0.10 0.11 3,704,795 3.22 0.11 3,704,795 0.11 0.12 18,555,000 4.69 0.12 18,555,000 0.12 0.14 2,550,000 2.74 0.14 2,550,000 0.14 0.18 400,000 3.99 0.18 400,000 0.18 200,177,006 4.34 200,177,006 $ 0.10 |
DEFERRED REVENUE - PARTICIPAT_3
DEFERRED REVENUE - PARTICIPATION AGREEMENTS: Schedule of Deferred Revenue (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Tables/Schedules | |
Schedule of Deferred Revenue | 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% 7 July 8, 2020 100,000 300,000 5 Years 0.12 1.500% 30,000 40% 50% 8 Aug. 24, 2020 125,000 375,000 5 Years 0.12 1.875% 37,500 40% 50% 9 Sept. 14, 2020 150,000 450,000 5 Years 0.12 2.250% 45,000 40% 50% 10 Sept.15, 2020 50,000 150,000 5 Years 0.12 0.750% 15,000 40% 50% 11 Sept.15, 2020 50,000 150,000 5 Years 0.12 0.750% 15,000 40% 50% 12 Sept.25, 2020 300,000 450,000 5 Years 0.12 4.500% 420,000 40% 50% 13 Oct. 4, 2020 100,000 300,000 5 Years 0.12 1.500% 30,000 40% 50% 14 Oct. 4, 2020 250,000 750,000 5 Years 0.12 3.750% 75,000 40% 50% 15 Oct. 8, 2020 500,000 1,500,000 5 Years 0.12 7.500% 150,000 40% 50% 16 Oct. 9, 2020 50,000 150,000 5 Years 0.12 0.750% 15,000 40% 50% 17 Dec. 16, 2020 10,000 30,000 5 Years 0.12 0.150% 3,000 40% 50% $ 2,835,000 8,055,000 42.525% $ 985,500 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Details | ||||
NET LOSS | $ (2,218,978) | $ (2,542,978) | $ (9,105,729) | $ (11,510,166) |
Working capital deficiency | 11,482,643 | 11,226,100 | ||
Accumulated Stockholders' Equity (Deficit) | 11,423,770 | $ 11,310,614 | ||
Issuance of Common Stock | 1,090,000 | |||
Proceeds from the sale of Participation Agreements | $ 96,000 |
SUMMARY OF SIGNIFICANT ACCOU_20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Details | ||||
Total Revenues | $ 0 | $ 20,000 | $ 20,000 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOU_21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Stock Based Compensation (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Details | ||||
Share-based Payment Arrangement, Expense | $ 975,024 | $ 1,196,222 | $ 3,847,907 | $ 3,605,235 |
SUMMARY OF SIGNIFICANT ACCOU_22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Stock Based Compensation: Schedule of Fair Value of Warrants (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021$ / shares | Mar. 31, 2020$ / shares | Dec. 31, 2020$ / shares | Dec. 31, 2019$ / shares | |
Expected volatility | 1.4439 | 1.5034 | ||
Expected dividends | $ 0 | $ 0 | $ 0 | $ 0 |
Risk free rate | 0.0028 | 0.0158 | ||
Minimum | ||||
Expected volatility | 1.4480 | 1.6368 | ||
Expected term | 5 years | 5 years | 5 years | 5 years |
Risk free rate | 0.0029 | 0.0079 | ||
Maximum | ||||
Expected volatility | 1.5325 | 1.8419 | ||
Expected term | 10 years | 10 years | 10 years | 10 years |
Risk free rate | 0.0145 | 0.0145 |
SUMMARY OF SIGNIFICANT ACCOU_23
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Earnings Per Share, Policy (Details) - shares | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Details | ||||
Potentially dilutive securities, Common shares from convertible debentures | 79,305,246 | 77,955,991 | 73,836,601 | 73,871,688 |
Potentially dilutive securities, Common shares from outstanding warrants | 246,942,006 | 249,677,006 | 227,944,339 | 223,204,339 |
SUMMARY OF SIGNIFICANT ACCOU_24
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Advertising (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Details | |||
Advertising Expense | $ 0 | $ 0 | $ 0 |
PROPERTY AND EQUIPMENT_ Sched_2
PROPERTY AND EQUIPMENT: Schedule of Property and Equipment (Sptember 30 2019 Unaudted) (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Details | ||||
Furniture and fixtures | $ 20,000 | [1] | $ 20,000 | $ 20,000 |
Equipment | 80,000 | [1] | 80,000 | 80,000 |
Property, Plant and Equipment, Gross | 100,000 | [1] | 100,000 | 100,000 |
Less accumulated depreciation and amortization | (100,000) | [1] | (100,000) | |
Property, Plant and Equipment, Other, Net | 0 | [1] | 0 | |
Less accumulated depreciation and amortization | (100,000) | (100,000) | ||
PROPERTY AND EQUIPMENT, NET | $ 0 | $ 0 | $ 0 | |
[1] | Unaudited. |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Details | ||||
Depreciation, Depletion and Amortization, Nonproduction | $ 0 | $ 0 | $ 0 | $ 0 |
CONVERTIBLE DEBT_ Schedule of_2
CONVERTIBLE DEBT: Schedule of Convertible Debt (June 30 2020 unaudited) (Details) - USD ($) | Mar. 31, 2021 | [1] | Dec. 31, 2020 | 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 | 8,500,000 | ||
Convertible Debt, Total | 5,180,342 | 5,180,342 | $ 5,280,342 | |
Current portion | 5,180,342 | 5,180,342 | 5,280,342 | |
Long term portion | $ 0 | 0 | 0 | |
1% Convertible notes payable, due April 2017 | 240,000 | 240,000 | ||
11% Convertible note payable | 4,090,342 | 4,090,342 | ||
11% Convertible note payable - New Lenders | $ 850,000 | $ 950,000 | ||
[1] | Unaudited. |
DEFERRED REVENUE - PARTICIPAT_4
DEFERRED REVENUE - PARTICIPATION AGREEMENTS: Schedule of License Co-Development Participation Agreements (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
License Co-Development Participation Agreements - Amount Funded | $ 2,940,000 |
License Co-Development Participation Agreements - Warrants | shares | 8,370,000 |
License Co-Development Participation Agreements - Revenue Share | 44.10% |
License Co-Development Participation Agreements - Minimum Payment Threshold | $ 1,017,000 |
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% |
Agreement 7 | |
License Co-Development Participation Agreements - Date of Funding | Jul. 8, 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 | $ 30,000 |
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 8 | |
License Co-Development Participation Agreements - Date of Funding | Aug. 24, 2020 |
License Co-Development Participation Agreements - Amount Funded | $ 125,000 |
License Co-Development Participation Agreements - Warrants | shares | 375,000 |
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 | 1.88% |
License Co-Development Participation Agreements - Minimum Payment Threshold | $ 37,500 |
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 9 | |
License Co-Development Participation Agreements - Date of Funding | Sep. 14, 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 | $ 45,000 |
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 10 | |
License Co-Development Participation Agreements - Date of Funding | Sep. 15, 2020 |
License Co-Development Participation Agreements - Amount Funded | $ 50,000 |
License Co-Development Participation Agreements - Warrants | shares | 150,000 |
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 | 0.75% |
License Co-Development Participation Agreements - Minimum Payment Threshold | $ 15,000 |
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 11 | |
License Co-Development Participation Agreements - Date of Funding | Sep. 15, 2020 |
License Co-Development Participation Agreements - Amount Funded | $ 50,000 |
License Co-Development Participation Agreements - Warrants | shares | 150,000 |
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 | 0.75% |
License Co-Development Participation Agreements - Minimum Payment Threshold | $ 15,000 |
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 12 | |
License Co-Development Participation Agreements - Date of Funding | Sep. 25, 2020 |
License Co-Development Participation Agreements - Amount Funded | $ 300,000 |
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 | 4.50% |
License Co-Development Participation Agreements - Minimum Payment Threshold | $ 420,000 |
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 13 | |
License Co-Development Participation Agreements - Date of Funding | Oct. 8, 2020 |
License Co-Development Participation Agreements - Amount Funded | $ 500,000 |
License Co-Development Participation Agreements - Warrants | shares | 1,500,000 |
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 | 7.50% |
License Co-Development Participation Agreements - Minimum Payment Threshold | $ 150,000 |
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 14 | |
License Co-Development Participation Agreements - Date of Funding | Oct. 4, 2020 |
License Co-Development Participation Agreements - Amount Funded | $ 100,000 |
License Co-Development Participation Agreements - Warrants | shares | 30,000 |
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 | $ 30,000 |
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 15 | |
License Co-Development Participation Agreements - Date of Funding | Oct. 8, 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 | $ 75,000 |
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 16 | |
License Co-Development Participation Agreements - Date of Funding | Oct. 9, 2020 |
License Co-Development Participation Agreements - Amount Funded | $ 50,000 |
License Co-Development Participation Agreements - Warrants | shares | 150,000 |
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 | 0.75% |
License Co-Development Participation Agreements - Minimum Payment Threshold | $ 15,000 |
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 17 | |
License Co-Development Participation Agreements - Date of Funding | Dec. 16, 2020 |
License Co-Development Participation Agreements - Amount Funded | $ 10,000 |
License Co-Development Participation Agreements - Warrants | shares | 30,000 |
License Co-Development Participation Agreements - Term | 5 years |
License Co-Development Participation Agreements - Exercise Price | $ / shares | $ 0.14 |
License Co-Development Participation Agreements - Revenue Share | 0.15% |
License Co-Development Participation Agreements - Minimum Payment Threshold | $ 3,000 |
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 18 | |
License Co-Development Participation Agreements - Date of Funding | Jan. 22, 2021 |
License Co-Development Participation Agreements - Amount Funded | $ 40,000 |
License Co-Development Participation Agreements - Warrants | shares | 120,000 |
License Co-Development Participation Agreements - Term | 5 years |
License Co-Development Participation Agreements - Exercise Price | $ / shares | $ 0.14 |
License Co-Development Participation Agreements - Revenue Share | 0.60% |
License Co-Development Participation Agreements - Minimum Payment Threshold | $ 12,000 |
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 19 | |
License Co-Development Participation Agreements - Date of Funding | Jan. 25, 2021 |
License Co-Development Participation Agreements - Amount Funded | $ 40,000 |
License Co-Development Participation Agreements - Warrants | shares | 120,000 |
License Co-Development Participation Agreements - Term | 5 years |
License Co-Development Participation Agreements - Exercise Price | $ / shares | $ 0.14 |
License Co-Development Participation Agreements - Revenue Share | 0.06% |
License Co-Development Participation Agreements - Minimum Payment Threshold | $ 12,000 |
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 20 | |
License Co-Development Participation Agreements - Date of Funding | Jan. 27, 2021 |
License Co-Development Participation Agreements - Amount Funded | $ 25,000 |
License Co-Development Participation Agreements - Warrants | shares | 75,000 |
License Co-Development Participation Agreements - Term | 5 years |
License Co-Development Participation Agreements - Exercise Price | $ / shares | $ 0.14 |
License Co-Development Participation Agreements - Revenue Share | 0.38% |
License Co-Development Participation Agreements - Minimum Payment Threshold | $ 7,500 |
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% |
STOCKHOLDERS' DEFICIT_ Stock Is
STOCKHOLDERS' DEFICIT: Stock Issuances (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Stock Issuance #1 | |||
Sale of Stock, Description of Transaction | Company issued 7,726,264 shares | ||
Issuance of common stock for cash, Shares | 7,726,264 | ||
Sale of Stock, Price Per Share | $ 0.135 | ||
Stock Issued | $ 1,040,000 | ||
Stock Issuance #2 | |||
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 | ||
Transaction 6 | |||
Sale of Stock, Description of Transaction | Company issued 3,744,588 shares of its common stock | ||
Issuance of common stock for cash, Shares | 3,744,588 | ||
Sale of Stock, Price Per Share | $ 0.11 | ||
Stock Issued | $ 400,866 | ||
Transaction 7 | |||
Sale of Stock, Description of Transaction | the Company issued 26,500,000 shares of its common stock | ||
Issuance of common stock for cash, Shares | 26,500,000 | ||
Sale of Stock, Price Per Share | $ 0.10 | ||
Stock Issued | $ 2,650,000 |
STOCKHOLDERS' DEFICIT_ Schedu_4
STOCKHOLDERS' DEFICIT: Schedule of Company's Options related to the 2019 Incentive Plan (Details) - Common Stock Options - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Options or Warrants Outstanding | 48,500,000 | 0 |
Options or Warrants Outstanding, Weighted Average Exercise Price | $ 0.12 | $ 0 |
Options or Warrants Issued | 14,000,000 | 48,500,000 |
Options or Warrants Issued, Weighted Average Exercise Price | $ 0.14 | $ 0.12 |
Options or Warrants Outstanding | 62,500,000 | 48,500,000 |
Options or Warrants Outstanding, Weighted Average Exercise Price | $ 0.13 | $ 0.12 |
STOCKHOLDERS' DEFICIT (Details)
STOCKHOLDERS' DEFICIT (Details) - Common Stock Options | Mar. 31, 2021$ / shares |
Options or Warrants Outstanding, Number | 62,500,000 |
Options or Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 7.60 |
Options or Warrants Exercisable, Number | 46,625,000 |
Options or Warrants Exercisable, Weighted Average Exercise Price | $ 0.12 |
Warrant 1 | |
Options or Warrants Outstanding, Number | 28,000,000 |
Options or Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 8.63 |
Options or Warrants Exercisable, Number | 28,000,000 |
Options or Warrants Exercisable, Weighted Average Exercise Price | $ 0.10 |
Warrant 2 | |
Options or Warrants Outstanding, Number | 2,000,000 |
Options or Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 4.48 |
Options or Warrants Exercisable, Number | 625,000 |
Options or Warrants Exercisable, Weighted Average Exercise Price | $ 0.11 |
Warrant 3 | |
Options or Warrants Outstanding, Number | 2,000,000 |
Options or Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 4.38 |
Options or Warrants Exercisable, Number | 1,000,000 |
Options or Warrants Exercisable, Weighted Average Exercise Price | $ 0.12 |
Warrant 4 | |
Options or Warrants Outstanding, Number | 15,000,000 |
Options or Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 9.69 |
Options or Warrants Exercisable, Number | 5,000,000 |
Options or Warrants Exercisable, Weighted Average Exercise Price | $ 0.14 |
Warrant 5 | |
Options or Warrants Outstanding, Number | 2,000,000 |
Options or Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 8.93 |
Options or Warrants Exercisable, Number | 2,000,000 |
Options or Warrants Exercisable, Weighted Average Exercise Price | $ 0.15 |
Warrant 6 | |
Options or Warrants Outstanding, Number | 13,500,000 |
Options or Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 3.89 |
Options or Warrants Exercisable, Number | 10,000,000 |
Options or Warrants Exercisable, Weighted Average Exercise Price | $ 0.16 |
Minimum | Warrant 1 | |
Options or Warrants Outstanding, Exercise Price | 0.10 |
Options or Warrants Exercisable, Exercise Price | 0.10 |
Minimum | Warrant 2 | |
Options or Warrants Outstanding, Exercise Price | 0.11 |
Options or Warrants Exercisable, Exercise Price | 0.11 |
Minimum | Warrant 3 | |
Options or Warrants Outstanding, Exercise Price | 0.12 |
Options or Warrants Exercisable, Exercise Price | 0.12 |
Minimum | Warrant 4 | |
Options or Warrants Outstanding, Exercise Price | 0.14 |
Options or Warrants Exercisable, Exercise Price | 0.14 |
Minimum | Warrant 5 | |
Options or Warrants Outstanding, Exercise Price | 0.15 |
Options or Warrants Exercisable, Exercise Price | 0.15 |
Minimum | Warrant 6 | |
Options or Warrants Outstanding, Exercise Price | 0.16 |
Options or Warrants Exercisable, Exercise Price | 0.16 |
Maximum | Warrant 1 | |
Options or Warrants Outstanding, Exercise Price | 0.109 |
Options or Warrants Exercisable, Exercise Price | 0.109 |
Maximum | Warrant 2 | |
Options or Warrants Outstanding, Exercise Price | 0.119 |
Options or Warrants Exercisable, Exercise Price | 0.119 |
Maximum | Warrant 3 | |
Options or Warrants Outstanding, Exercise Price | 0.129 |
Options or Warrants Exercisable, Exercise Price | 0.129 |
Maximum | Warrant 4 | |
Options or Warrants Outstanding, Exercise Price | 0.149 |
Options or Warrants Exercisable, Exercise Price | 0.149 |
Maximum | Warrant 5 | |
Options or Warrants Outstanding, Exercise Price | 0.159 |
Options or Warrants Exercisable, Exercise Price | 0.159 |
Maximum | Warrant 6 | |
Options or Warrants Outstanding, Exercise Price | 0.169 |
Options or Warrants Exercisable, Exercise Price | $ 0.169 |
STOCKHOLDERS' DEFICIT_ Schedu_5
STOCKHOLDERS' DEFICIT: Schedule of Status of Warrants (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Common Stock Warrants | |||
Options or Warrants Outstanding | 200,177,006 | 194,204,339 | |
Options or Warrants Outstanding, Weighted Average Exercise Price | $ 0.09 | $ 0.09 | |
Options or Warrants Issued | 315,000 | 23,005,000 | |
Options or Warrants Issued, Weighted Average Exercise Price | $ 0.14 | $ 0.12 | |
Options or Warrants Exercised | (50,000) | (14,365,000) | |
Options or Warrants Exercised, Weighted Average Exercise Price | $ 0.08 | $ 0.10 | |
Options or Warrants Cancelled | 0 | 0 | |
Options or Warrants Cancelled, Weighted Average Exercise Price | $ 0 | $ 0 | |
Options or Warrants Expired | (125,000) | (2,667,333) | |
Options or Warrants Expired, Weighted Average Exercise Price | $ 0.09 | $ 0.08 | |
Options or Warrants Outstanding | 200,317,006 | 200,177,006 | 194,204,339 |
Options or Warrants Outstanding, Weighted Average Exercise Price | $ 0.09 | $ 0.09 | $ 0.09 |
Executive Compensation | |||
Options or Warrants Outstanding | 200,177,006 | 194,204,339 | 192,148,956 |
Options or Warrants Outstanding, Weighted Average Exercise Price | $ 0.10 | $ 0.09 | $ 0.09 |
Options or Warrants Issued | 23,005,000 | 12,783,672 | |
Options or Warrants Issued, Weighted Average Exercise Price | $ 0.12 | $ 0.10 | |
Options or Warrants Exercised | (14,365,000) | (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 | (2,667,333) | (694,167) | |
Options or Warrants Expired, Weighted Average Exercise Price | $ 0.08 | $ 0.17 | |
Options or Warrants Outstanding | 200,177,006 | 194,204,339 | |
Options or Warrants Outstanding, Weighted Average Exercise Price | $ 0.10 | $ 0.09 |
STOCKHOLDERS' DEFICIT_ Schedu_6
STOCKHOLDERS' DEFICIT: Schedule of Warrants outstanding and exercisable by price range (Details) | 12 Months Ended | |
Dec. 31, 2020$ / sharesshares | Mar. 31, 2021$ / shares | |
Common Stock Warrants | ||
Options or Warrants Outstanding, Number | 200,317,006 | |
Options or Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 2.29 | |
Options or Warrants Exercisable, Number | 200,317,006 | |
Options or Warrants Exercisable, Weighted Average Exercise Price | $ 0.10 | |
Common Stock Warrants | 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 | 0.45 | |
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 | |
Common Stock Warrants | 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 | 1.34 | |
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 | |
Common Stock Warrants | 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 | 1.45 | |
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 | |
Common Stock Warrants | Warrant 4 | ||
Options or Warrants Outstanding, Exercise Price | $ 0.08 | |
Options or Warrants Outstanding, Number | 30,368,477 | |
Options or Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 2.15 | |
Options or Warrants Exercisable, Exercise Price | $ 0.08 | |
Options or Warrants Exercisable, Number | 30,368,477 | |
Options or Warrants Exercisable, Weighted Average Exercise Price | $ 0.08 | |
Common Stock Warrants | Warrant 5 | ||
Options or Warrants Outstanding, Exercise Price | $ 0.09 | |
Options or Warrants Outstanding, Number | 100,000 | |
Options or Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 1.33 | |
Options or Warrants Exercisable, Exercise Price | $ 0.09 | |
Options or Warrants Exercisable, Number | 100,000 | |
Options or Warrants Exercisable, Weighted Average Exercise Price | $ 0.09 | |
Common Stock Warrants | Warrant 6 | ||
Options or Warrants Outstanding, Exercise Price | $ 0.10 | |
Options or Warrants Outstanding, Number | 124,773,734 | |
Options or Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 2.12 | |
Options or Warrants Exercisable, Exercise Price | $ 0.10 | |
Options or Warrants Exercisable, Number | 124,773,734 | |
Options or Warrants Exercisable, Weighted Average Exercise Price | $ 0.10 | |
Common Stock Warrants | 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 | 2.98 | |
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 | |
Common Stock Warrants | Warrant 8 | ||
Options or Warrants Outstanding, Exercise Price | $ 0.12 | |
Options or Warrants Outstanding, Number | 18,555,000 | |
Options or Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 4.45 | |
Options or Warrants Exercisable, Exercise Price | $ 0.12 | |
Options or Warrants Exercisable, Number | 18,555,000 | |
Options or Warrants Exercisable, Weighted Average Exercise Price | $ 0.12 | |
Common Stock Warrants | Warrant 9 | ||
Options or Warrants Outstanding, Exercise Price | $ 0.14 | |
Options or Warrants Outstanding, Number | 2,865,000 | |
Options or Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 2.75 | |
Options or Warrants Exercisable, Exercise Price | $ 0.14 | |
Options or Warrants Exercisable, Number | 2,865,000 | |
Options or Warrants Exercisable, Weighted Average Exercise Price | $ 0.14 | |
Common Stock Warrants | 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 | 3.75 | |
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 | |
Executive Compensation | ||
Options or Warrants Outstanding, Number | 200,177,006 | |
Options or Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 4.34 | |
Options or Warrants Exercisable, Number | 200,177,006 | |
Outstanding Options, Number | shares | 49,500,000 | |
Outstanding Options, Average Weighted Remaining Contractual Life | 7 years 2 months 5 days | |
Exercisable Options, Exercixe Price | $ 0.12 | |
Exercisable Options, Number | shares | 39,125,000 | |
Exercisable Options, Weighted Average Exercise Price | $ 0.11 | |
Warrants Exercisable, Average Weighted Remaining Contractual Life in Years | 0.10 | |
Executive Compensation | 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 | 0.69 | |
Options or Warrants Exercisable, Exercise Price | $ 0.05 | |
Options or Warrants Exercisable, Number | 1,000,000 | |
Warrants Exercisable, Average Weighted Remaining Contractual Life in Years | 0.05 | |
Executive Compensation | 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 | 1.59 | |
Options or Warrants Exercisable, Exercise Price | $ 0.06 | |
Options or Warrants Exercisable, Number | 16,050,000 | |
Warrants Exercisable, Average Weighted Remaining Contractual Life in Years | 0.06 | |
Executive Compensation | 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 | 1.69 | |
Options or Warrants Exercisable, Exercise Price | $ 0.07 | |
Options or Warrants Exercisable, Number | 2,500,000 | |
Warrants Exercisable, Average Weighted Remaining Contractual Life in Years | 0.07 | |
Executive Compensation | Warrant 4 | ||
Options or Warrants Outstanding, Exercise Price | $ 0.08 | |
Options or Warrants Outstanding, Number | 30,418,477 | |
Options or Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 1.46 | |
Options or Warrants Exercisable, Exercise Price | $ 0.08 | |
Options or Warrants Exercisable, Number | 30,418,477 | |
Warrants Exercisable, Average Weighted Remaining Contractual Life in Years | 0.08 | |
Executive Compensation | 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 | 0.81 | |
Options or Warrants Exercisable, Exercise Price | $ 0.09 | |
Options or Warrants Exercisable, Number | 225,000 | |
Warrants Exercisable, Average Weighted Remaining Contractual Life in Years | 0.09 | |
Executive Compensation | Warrant 6 | ||
Options or Warrants Outstanding, Exercise Price | $ 0.10 | |
Options or Warrants Outstanding, Number | 124,773,734 | |
Options or Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 2.37 | |
Options or Warrants Exercisable, Exercise Price | $ 0.10 | |
Options or Warrants Exercisable, Number | 124,773,734 | |
Warrants Exercisable, Average Weighted Remaining Contractual Life in Years | 0.10 | |
Executive Compensation | 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 | 3.22 | |
Options or Warrants Exercisable, Exercise Price | $ 0.11 | |
Options or Warrants Exercisable, Number | 3,704,795 | |
Warrants Exercisable, Average Weighted Remaining Contractual Life in Years | 0.11 | |
Executive Compensation | Warrant 8 | ||
Options or Warrants Outstanding, Exercise Price | $ 0.12 | |
Options or Warrants Outstanding, Number | 18,555,000 | |
Options or Warrants Outstanding, Average Weighted Remaining Contractual Life in Years | 4.69 | |
Options or Warrants Exercisable, Exercise Price | $ 0.12 | |
Options or Warrants Exercisable, Number | 18,555,000 | |
Warrants Exercisable, Average Weighted Remaining Contractual Life in Years | 0.12 | |
Executive Compensation | 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 | 2.74 | |
Options or Warrants Exercisable, Exercise Price | $ 0.14 | |
Options or Warrants Exercisable, Number | 2,550,000 | |
Warrants Exercisable, Average Weighted Remaining Contractual Life in Years | 0.14 | |
Executive Compensation | 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 | 3.99 | |
Options or Warrants Exercisable, Exercise Price | $ 0.18 | |
Options or Warrants Exercisable, Number | 400,000 | |
Warrants Exercisable, Average Weighted Remaining Contractual Life in Years | 0.18 | |
Executive Compensation | Option 1 | ||
Outstanding Options, Range | $ 0.10 | |
Outstanding Options, Number | shares | 28,000,000 | |
Outstanding Options, Average Weighted Remaining Contractual Life | 8 years 10 months 17 days | |
Exercisable Options, Exercixe Price | $ 0.10 | |
Exercisable Options, Number | shares | 28,000,000 | |
Exercisable Options, Weighted Average Exercise Price | $ 0.10 | |
Executive Compensation | Option 2 | ||
Outstanding Options, Range | $ 0.11 | |
Outstanding Options, Number | shares | 1,500,000 | |
Outstanding Options, Average Weighted Remaining Contractual Life | 4 years 8 months 26 days | |
Exercisable Options, Exercixe Price | $ 0.11 | |
Exercisable Options, Number | shares | 1,500,000 | |
Exercisable Options, Weighted Average Exercise Price | $ 0.11 | |
Executive Compensation | Option 3 | ||
Outstanding Options, Range | $ 0.12 | |
Outstanding Options, Number | shares | 3,000,000 | |
Outstanding Options, Average Weighted Remaining Contractual Life | 4 years 7 months 17 days | |
Exercisable Options, Exercixe Price | $ 0.12 | |
Exercisable Options, Number | shares | 0 | |
Exercisable Options, Weighted Average Exercise Price | $ 0 | |
Executive Compensation | Option 4 | ||
Outstanding Options, Range | $ 0.13 | |
Outstanding Options, Number | shares | 3,500,000 | |
Outstanding Options, Average Weighted Remaining Contractual Life | 4 years 2 months 12 days | |
Exercisable Options, Exercixe Price | $ 0.13 | |
Exercisable Options, Number | shares | 3,500,000 | |
Exercisable Options, Weighted Average Exercise Price | $ 0.13 | |
Executive Compensation | Option 5 | ||
Outstanding Options, Range | $ 0.14 | |
Outstanding Options, Number | shares | 1,500,000 | |
Outstanding Options, Average Weighted Remaining Contractual Life | 7 years 7 months 2 days | |
Exercisable Options, Exercixe Price | $ 0.14 | |
Exercisable Options, Number | shares | 1,125,000 | |
Exercisable Options, Weighted Average Exercise Price | $ 0.14 | |
Executive Compensation | Option 6 | ||
Outstanding Options, Range | $ 0.15 | |
Outstanding Options, Number | shares | 2,000,000 | |
Outstanding Options, Average Weighted Remaining Contractual Life | 9 years 2 months 5 days | |
Exercisable Options, Exercixe Price | $ 0.15 | |
Exercisable Options, Number | shares | 2,000,000 | |
Exercisable Options, Weighted Average Exercise Price | $ 0.15 | |
Executive Compensation | Option 7 | ||
Outstanding Options, Range | $ 0.16 | |
Outstanding Options, Number | shares | 10,000,000 | |
Outstanding Options, Average Weighted Remaining Contractual Life | 4 years 1 month 13 days | |
Exercisable Options, Exercixe Price | $ 0.16 | |
Exercisable Options, Number | shares | 3,000,000 | |
Exercisable Options, Weighted Average Exercise Price | $ 0.16 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Commitment #1 | |
Other Commitments, Description | Company entered into an agreement with an Investment Opportunity Provider (IOP) |
Commitment #2 | |
Other Commitments, Description | Company entered into a Financial Consulting and Corporate Advisory Agreement |
Commitment #3 | |
Other Commitments, Description | Company entered into an 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 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Event 1 | ||
Subsequent Event, Date | Jan. 1, 2021 | |
Subsequent Event, Description | Board of Directors appointed Keith Marchiando as the Company’s Chief Financial Officer and the Company entered into an employment letter with Mr. Marchiando (“Marchiando Agreement”) | |
Event 2 | ||
Subsequent Event, Date | Jan. 1, 2021 | |
Subsequent Event, Description | Mr. Rice resigned from his position as Chief Financial Officer of the Company | |
Event 3 | ||
Subsequent Event, Description | Company, through direct private transactions, has received proceeds from the sale of 5,310,435 shares of common stock | |
Event 4 | ||
Subsequent Event, Description | Company entered into three (3) additional Agreements totaling $105,000 with third parties | |
Subsequent Event 1 | ||
Sale of Stock, Description of Transaction | Company received proceeds | |
Stock Issued | $ 474,970 | |
Issuance of common stock for cash, Shares | 3,447,794 | |
Sale of Stock, Price Per Share | $ 0.14 | |
Subsequent Event 2 | ||
Sale of Stock, Description of Transaction | issued 4,348,969 shares from the cashless exercise of 11,077,896 common stock warrants | |
Issuance of common stock for cash, Shares | 4,348,969 | |
Subsequent Event 3 | ||
Sale of Stock, Description of Transaction | Company entered into an additional Participation Agreement totaling $45,000 with a related party | |
Subsequent Event 4 | ||
Sale of Stock, Description of Transaction | Debt Extension and Conversion Agreements with certain investors |
SUMMARY OF SIGNIFICANT ACCOU_25
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Debt Issuance Costs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Details | ||
Amortization of deferred financing costs | $ 0 | $ 1,187,817 |
NOTE 4 - DUE TO RELATED PARTY (
NOTE 4 - DUE TO RELATED PARTY (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Proceeds of Note Payable, other | $ 190,500 | $ 0 | $ 20,000 |
HEP Investments, LLC | |||
Due to Related Parties, Current | 432,429 | ||
Proceeds of Note Payable, other | $ 110,500 |
LOAN PAYABLE, RELATED PARTIES_
LOAN PAYABLE, RELATED PARTIES: Christopher Maggiore (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Details | |||
Proceeds of Note Payable, other | $ 190,500 | $ 0 | $ 20,000 |
CONVERTIBLE DEBT (Details)
CONVERTIBLE DEBT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Details | ||
Amortization of debt discounts | $ 0 | $ 374,608 |
STOCKHOLDERS' DEFICIT_ Recapita
STOCKHOLDERS' DEFICIT: Recapitalization (Details) - shares | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2019 | |
Common Stock, Shares Authorized | 1,200,000,000 | 1,200,000,000 | 1,200,000,000 |
Transaction 1 | |||
Sale of Stock, Transaction Date | May 1, 2019 | ||
Common Stock, Shares Authorized | 1,200,000,000 |
STOCKHOLDERS' DEFICIT_ Board of
STOCKHOLDERS' DEFICIT: Board of Directors fees (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Directors' fees | $ 1,280,366 | $ 232,614 |
Transaction 2 | ||
Sale of Stock, Transaction Date | Sep. 26, 2019 | |
Sale of Stock, Description of Transaction | the board of directors granted to each of its directors warrants to purchase 500,000 shares of common stock | |
Sale of Stock, Price Per Share | $ 0.08 | |
Transaction 3 | ||
Sale of Stock, Transaction Date | Sep. 30, 2020 | |
Sale of Stock, Description of Transaction | the board of directors granted to three of its directors warrants to purchase 500,000 shares of common stock | |
Sale of Stock, Price Per Share | $ 0.10 |