ZIVO Bioscience (ZIVO) 10-Q 13 May 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 10, 2024
Document Information Line Items
Entity Registrant Name	Zivo Bioscience, Inc.
Entity Central Index Key	0001101026
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Mar. 31, 2024
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Entity Common Stock Shares Outstanding		2,831,943
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40449
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	87-0699977
Entity Address Address Line 1	21 East Long Lake Road
Entity Address Address Line 2	Ste. 100
Entity Address City Or Town	Bloomfield Hills
Entity Address State Or Province	MI
Entity Address Postal Zip Code	48304
City Area Code	248
Local Phone Number	452-9866
Entity Interactive Data Current	Yes
Common Stock, par value
Document Information Line Items
Security 12b Title	Common Stock, par value $0.001 per share
Trading Symbol	ZIVO
Warrants Purchase of Common Stock
Document Information Line Items
Security 12b Title	Warrants to purchase shares of Common Stock, par value $0.001 per share
Trading Symbol	ZIVOW

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEET - USD ($)	Mar. 31, 2024	Dec. 31, 2023
CURRENT ASSETS:
Cash	$ 138,641	$ 274,380
Accounts receivable	3,735	3,735
Prepaid expenses	568,241	147,262
Total current assets	710,617	425,377
OTHER ASSETS:
Operating lease - right of use asset	73,721	98,280
Security deposit	32,058	32,058
Total other assets	105,779	130,338
TOTAL ASSETS	816,396	555,715
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
Accounts payable	705,841	993,090
Accounts payable - related party	211,170	172,670
Current portion of long-term operating lease	79,033	106,342
Convertible debentures payable	240,000	240,000
Loan Payable	460,053	0
Accrued interest	101,278	100,686
Accrued liabilities - employee bonus	1,287,920	1,148,770
Total current liabilities	3,085,295	2,761,558
LONG TERM LIABILITIES:	0	0
TOTAL LIABILITIES	3,085,295	2,761,558
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, $0.001 par value, 25,000,000 and 25,000,000 shares authorized as of March 31, 2024 and December 31, 2023; 2,789,655 and 2,382,356 issued and outstanding at March 31, 2024, and December 31, 2023, respectively	2,791	2,383
Additional paid-in capital	122,588,510	121,373,488
Accumulated deficit	(124,860,200)	(123,581,714)
Total stockholders' equity (deficit)	(2,268,899)	(2,205,843)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 816,396	$ 555,715

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEET (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
CONDENSED CONSOLIDATED BALANCE SHEET
Common Stock, Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	25,000,000	25,000,000
Common Stock, Shares Issued	2,789,655	2,382,356
Common Stock, Shares Outstanding	2,789,655	2,382,356

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
REVENUES:
Product revenue	$ 35,720	$ 0
Total revenues	35,720	0
COSTS OF GOODS SOLD
Product costs	23,218	0
Total costs of goods sold	23,218	0
GROSS MARGIN	12,502	0
COSTS AND EXPENSES:
General and administrative	975,574	1,568,377
Research and development	312,767	401,797
Total costs and expenses	1,288,341	1,970,174
LOSS FROM OPERATIONS	(1,275,839)	(1,970,174)
OTHER (EXPENSE):
Interest expense	(2,648)	(2,968)
Total other expense	(2,648)	(2,968)
NET LOSS	$ (1,278,486)	$ (1,973,142)
BASIC AND DILUTED LOSS PER SHARE	$ (0.47)	$ (1.26)
WEIGHTED AVERAGE BASIC AND DILUTED SHARES OUTSTANDING	2,748,294	1,569,943

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT) (UNAUDITED) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance, shares at Dec. 31, 2022		1,569,943
Balance, amount at Dec. 31, 2022	$ (10,622)	$ 1,570	$ 115,792,338	$ (115,804,530)
Employee and director equity-based compensation	242,102	0	242,102	0
Net loss for the three months ended March 31, 2023	(1,973,142)	$ 0	0	(1,973,142)
Balance, shares at Mar. 31, 2023		1,569,943
Balance, amount at Mar. 31, 2023	(1,741,662)	$ 1,570	116,034,440	(117,777,672)
Balance, shares at Dec. 31, 2023		2,382,356
Balance, amount at Dec. 31, 2023	(2,205,843)	$ 2,383	121,373,488	(123,581,714)
Employee and director equity-based compensation	112,104	0	112,104	0
Net loss for the three months ended March 31, 2023	(1,278,486)	$ 0	0	(1,278,486)
Private sales of common stock - other, shares		350,633
Private sales of common stock - other, amount	972,544	$ 351	972,193	0
Private sales of common stock - related party, shares		56,666
Private sales of common stock - related party, amount	130,782	$ 57	130,725	0
Balance, shares at Mar. 31, 2024		2,789,655
Balance, amount at Mar. 31, 2024	$ (2,268,899)	$ 2,791	$ 122,588,510	$ (124,860,200)

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows for Operating Activities:
Net loss	$ (1,278,486)	$ (1,973,142)
Adjustments to reconcile net loss to net cash used by operating activities:
Non cash lease expense	24,559	21,590
Employee and director equity-based compensation	112,104	242,102
Amortization of deferred R&D obligations participation agreements	0	(125,028)
Changes in assets and liabilities:
Prepaid expenses	(420,979)	(617,197)
Accounts payable	(287,249)	141,110
Accounts payable - related party	38,500	38,500
Lease liabilities	(27,309)	(23,069)
Accrued liabilities	139,742	166,161
Net cash (used in) operating activities	(1,699,118)	(2,128,973)
Cash Flows from Investing Activities:
Net cash from by investing activities	0	0
Cash Flow from Financing Activities:
Proceeds of loans payable, other	517,560	605,600
Payments of loans payable, other	(57,507)	(67,289)
Proceeds from private sales of common stock - other	972,544	0
Proceeds from private sales of common stock - related party	130,782	0
Net cash provided by financing activities	1,563,379	538,311
Increase (decrease) in cash	(135,739)	(1,590,662)
Cash at beginning of period	274,380	1,799,263
Cash at end of period	138,641	208,601
Cash paid during the period for:
Interest	$ 2,056	$ 2,377

BASIS OF PRESENTATION

BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2024
BASIS OF PRESENTATION
BASIS OF PRESENTATION	NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements include the accounts of Zivo Bioscience, Inc. and its wholly owned subsidiaries (collectively, “we,” “our,” “us,” “ZIVO,” or the “Company”). All significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the information set forth therein. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The condensed consolidated financial statements have also been prepared on a basis substantially consistent with, and should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2023 and the notes thereto, included in its Annual Report on Form 10-K that was filed with the Securities and Exchange Commission on March 15, 2024. Going Concern The Company has incurred net losses since inception, experienced negative cash flows from operations for the quarter ended March 31, 2024, and has an accumulated deficit of $124,860,200. The Company has historically financed its operations primarily through the issuance of common stock, warrants, and debt. 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. The Company intends to fund ongoing activities by utilizing its current cash on hand and by raising additional capital through equity and/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. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. The Company’s 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.

DEBT

DEBT	3 Months Ended
	Mar. 31, 2024
DEBT
DEBT	NOTE 2 - DEBT On March 5, 2024, the Company entered into a short-term unsecured loan agreement to finance a portion of the Company's directors' and officers', and employment practices liability insurance premiums. The note in the amount of $517,560 carries an 8.5% annual percentage rate and will be paid down in nine equal monthly payments of $59,562 beginning on March 10, 2024. As of March 31, 2024, a principal balance of $460,053 remains outstanding. On February 14, 2023, the Company entered into a short-term unsecured loan agreement to finance a portion of the Company's directors' and officers', and employment practices liability insurance premiums. The note in the amount of $605,600 carries a 8.4% annual percentage rate and will be paid down in nine equal monthly payments of $69,666 beginning on March 10, 2023. As of November 9, 2023, the loan was fully paid.

DEFERRED RD OBLIGATIONS PARTICI

DEFERRED RD OBLIGATIONS PARTICIPATION AGREEMENTS	3 Months Ended
	Mar. 31, 2024
DEFERRED RD OBLIGATIONS PARTICIPATION AGREEMENTS
DEFERRED RD OBLIGATIONS - PARTICIPATION AGREEMENTS	NOTE 3 - DEFERRED R&D OBLIGATIONS - PARTICIPATION AGREEMENTS For the three months ended March 31, 2024 and 2023, the Company recognized $0 and $125,030, respectively, as a contra R&D expense related to personnel and third-party expenses to develop the subject technology, respectively. For the three months ended March 31, 2024 and 2023, $0 and $31,274, respectively, of this total contra R&D expense was attributed to deferred R&D obligations funded by a related party.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	3 Months Ended
	Mar. 31, 2024
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY	NOTE 4 – STOCKHOLDERS' EQUITY Equity Sales During the quarter ended March 31, 2024, the Company sold common stock in 20 private unregistered transactions resulting in total proceeds of $1,103,326 and the issuance of 407,299 shares of common stock. Included in the totals are 56,666 shares of common stock sold to related parties for proceeds of $130,782. The Company had no sales of common stock in the quarter ended March 31, 2023. Equity Compensation For the quarter ended March 31, 2024, the Company recognized expense of $112,104 for equity compensation to members of the Board of Directors and certain employees. The total expense amount was related to equity awards from prior periods as no new equity awards were granted in the quarter. $34,648 of the total expense for the quarter was related to R&D and the remaining $77,456 was for G&A. For the quarter ended March 31, 2023, the Company expensed $242,102 for equity compensation to members of the Board of Directors and certain employees. The total expense amount was related to equity awards from prior periods as no new equity awards were granted in the quarter. $77,383 of the total expense for the quarter was related to R&D and the remaining $164,719 was for G&A.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2024
Commitments And Contingencies Disclosure Abstract
COMMITMENTS AND CONTINGENCIES	NOTE 5 - COMMITMENTS AND CONTINGENCIES Employment Agreements At March 31, 2024, the Company had compensation agreements with its President / Chief Executive Officer, and Chief Financial Officer. Legal Contingencies The Company may become a party to litigation in the normal course of business. In the opinion of management, there are no pending legal matters involving the Company that would have a material adverse effect upon the Company’s financial condition, results of operation or cash flows.

INCOME TAX

INCOME TAX	3 Months Ended
	Mar. 31, 2024
INCOME TAX
INCOME TAX	NOTE 6 - INCOME TAX The Company and its subsidiaries are subject to US federal and state income taxes. Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. 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. Deferred tax assets are reduced by a valuation allowance when, in the opinion of Management, it is more likely than not that some portion, or all, of the deferred tax asset will not be realized. The Company does not expect to realize the net deferred tax asset and as such has recorded a full valuation allowance. Income tax expense for the three months ended March 31, 2024 and 2023 is based on the estimated annual effective tax rate. Based on the Company’s effective tax rate and full valuation allocation, tax expense is expected to be $0 for 2024.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2024
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 7 - SUBSEQUENT EVENTS The Company sold and issued 42,288 shares of common stock in three private transactions on April 2, 2024, April 26, 2024, and May 7, 2024, to a related party investor for total proceeds of $330,000.

BASIS OF PRESENTATION (Details

BASIS OF PRESENTATION (Details Narrative)	Mar. 31, 2023 USD ($)
BASIS OF PRESENTATION
Accumulated Deficit	$ 124,860,200

DEBT (Details Narrative)

DEBT (Details Narrative) - Short Term Debt [Member] - USD ($) $ in Millions		1 Months Ended
	Mar. 05, 2024	Feb. 14, 2023	Mar. 31, 2024
Principal amount			$ 460,053
Monthly down payment	$ 59,562	$ 69,666
Short term laon	$ 517,560	$ 605,600
Annual interest rate	8.50%	8.40%

DEFERRED RD OBLIGATIONS PARTI_2

DEFERRED RD OBLIGATIONS PARTICIPATION AGREEMENTS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
DEFERRED RD OBLIGATIONS PARTICIPATION AGREEMENTS
Research and development expense	$ 0	$ 125,030
Contra R & D expense related to personnel and third-party expenses	$ 0	$ 31,274

STOCKHOLDERS' EQUITY (Details N

STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
R&D [Member]
Total expensed for equity compensation	$ 34,648	$ 77,383
G&A [Member]
Total expensed for equity compensation	77,456	164,719
Members Of The Board Of Directors [Member]
Total expensed for equity compensation	112,104	$ 242,102
20 private unregistered [Member]
Proceed from stock issuances	$ 1,103,326
Issuance of shares of common stock	407,299
Common stock sold to related parties	56,666
Proceed from Common stock sold to related parties	$ 130,782

INCOME TAX (Details narrative)

INCOME TAX (Details narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
INCOME TAX
Income tax expense	$ 0	$ 0

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Three Private Transactions [Member]	3 Months Ended
	Mar. 31, 2024 USD ($) shares
Sold and issued of common stock | shares	42,288
Proceeds for related party investor | $	$ 330,000