Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 06, 2019 | Jun. 30, 2018 | |
Details | |||
Registrant Name | MARIZYME INC | ||
Registrant CIK | 1,413,754 | ||
SEC Form | 10-K | ||
Period End date | Dec. 31, 2018 | ||
Fiscal Year End | --12-31 | ||
Trading Symbol | marz | ||
Tax Identification Number (TIN) | 825,464,863 | ||
Number of common stock shares outstanding | 19,740,302 | ||
Public Float | $ 1,277,175 | ||
Filer Category | Non-accelerated Filer | ||
Current with reporting | Yes | ||
Voluntary filer | No | ||
Well-known Seasoned Issuer | No | ||
Shell Company | false | ||
Small Business | true | ||
Emerging Growth Company | false | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Entity File Number | 000-53223 | ||
Entity Incorporation, State Country Name | Nevada | ||
Entity Address, Address Line One | 2950 E. Harmony Rd, Suite 255 | ||
Entity Address, City or Town | Fort Collins | ||
Entity Address, State or Province | CO | ||
Entity Address, Postal Zip Code | 80,528 | ||
Entity Address, Address Description | Address of principal executive offices | ||
City Area Code | 925 | ||
Local Phone Number | 400-3123 | ||
Phone Fax Number Description | Issuer’s telephone number | ||
Share Price | $ 0.06 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | |
Current Assets: | |||
Cash | $ 104 | $ 51,608 | |
Assets Held for Sale | [1] | 0 | 130,766 |
Prepaid Expenses | 20,000 | 26,668 | |
Total Current Assets | 20,104 | 209,042 | |
Long Term Assets: | |||
Assets Held for Sale | [1] | 0 | 2,610,440 |
Intangible Assets | [2] | 28,600,000 | 0 |
Total Long Term Assets | 28,600,000 | 2,610,440 | |
TOTAL ASSETS | 28,620,104 | 2,819,482 | |
Current Liabilities: | |||
Accounts Payable and Accrued Liabilities | 42,780 | 24,223 | |
Liabilities held for sale | [1] | 0 | 628,447 |
Total Current Liabilities | 42,780 | 652,670 | |
STOCKHOLDERS' EQUITY | |||
Common Stock, Value | [3] | 19,740 | 1,101 |
Donated Capital | 41,422 | 41,422 | |
Paid-in or capital surplus | 58,454,704 | 29,793,728 | |
Treasury Stock | (16,000) | (16,000) | |
Accumulated deficit | (29,922,542) | (27,653,439) | |
Total Equity | 28,577,324 | 2,166,812 | |
TOTAL LIABILITIES AND EQUITY | $ 28,620,104 | $ 2,819,482 | |
[1] | See Note 3. | ||
[2] | See Note 4. | ||
[3] | See Note 6. |
BALANCE SHEETS - Parenthetical
BALANCE SHEETS - Parenthetical - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 | |
Details | |||
Common Stock, Shares Authorized | [1] | 75,000,000 | 75,000,000 |
Common Stock, Par or Stated Value Per Share | [1] | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | [1] | 25,000,000 | 25,000,000 |
Preferred Stock, Par or Stated Value Per Share | [1] | $ 0.001 | $ 0.001 |
Common Stock, Shares, Issued | [1] | 19,740,302 | 1,101,074 |
Common Stock, Shares, Outstanding | [1] | 19,740,302 | 1,101,074 |
[1] | See Note 6. |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Total Revenue | $ 20,187 | $ 101,175 |
Total Cost of Goods Sold | 20,074 | 86,907 |
Gross Profit | 113 | 14,267 |
Expenses: | ||
Consulting fees | 110,189 | 89,598 |
Director and officer insurance | 52,151 | 41,013 |
General, office and miscellaneous | 13,305 | 2,315 |
Professional fees | 67,045 | 5,078 |
Travel and entertainment | 4,552 | 1,174 |
Total Expenses | 247,242 | 139,179 |
Net Operating Loss | (247,129) | (124,912) |
Other Income | 3,000 | 68,421 |
Other Expenses | (4,614) | (514,016) |
Net Other Expense | (1,614) | (445,595) |
Net Loss and comprehensive loss or the year | $ (248,743) | $ (570,506) |
Net Loss per share, basic and diluted | $ (0.04) | $ (0.52) |
Weighted average number of Common Stock outstanding, basic and diluted | 6,671,262 | 1,101,074 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Preferred Stock | Additional Paid-in Capital | Donated Capital | Treasury Stock | Retained Earnings | Total |
Equity Balance, Starting at Dec. 31, 2016 | $ 1,101 | $ 0 | $ 29,793,728 | $ 41,422 | $ 0 | $ (27,082,933) | $ 2,753,318 |
Shares Outstanding, Starting at Dec. 31, 2016 | 1,101,074 | ||||||
Delivery of GBSX shares for purchase of GBS India at $.04/sh | $ 0 | 0 | 0 | 0 | (16,000) | 0 | (16,000) |
Net Income (Loss) | $ 0 | 0 | 0 | 0 | 0 | (570,506) | (570,506) |
Shares Outstanding, Ending at Dec. 31, 2017 | 1,101,074 | ||||||
Equity Balance, Ending at Dec. 31, 2017 | $ 1,101 | 0 | 29,793,728 | 41,422 | (16,000) | (27,653,439) | 2,166,812 |
Preferred shares issued, value | 0 | $ 1 | 0 | 0 | 0 | 0 | 1 |
Preferred shares issued, shares | 1,000 | ||||||
Dividends | 0 | $ 0 | 0 | 0 | 0 | (2,020,360) | (2,020,360) |
Common Stock exchange for preferred shares, value | $ 1,500 | $ (1) | 2,319,930 | 0 | 0 | 0 | 2,321,429 |
Common Stock exchange for preferred shares, shares | 1,500,000 | (1,000) | |||||
Common Stock issued for intangible assets, value | $ 16,980 | $ 0 | 26,261,591 | 0 | 0 | 0 | 26,278,571 |
Common Stock issued for intangible assets, shares | 16,980,000 | ||||||
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | $ 159 | 0 | 79,455 | 0 | 0 | 0 | 79,614 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 159,228 | ||||||
Net Income (Loss) | $ 0 | 0 | 0 | 0 | 0 | (248,743) | (248,743) |
Shares Outstanding, Ending at Dec. 31, 2018 | 19,740,302 | ||||||
Equity Balance, Ending at Dec. 31, 2018 | $ 19,740 | $ 0 | $ 58,454,704 | $ 41,422 | $ (16,000) | $ (29,922,542) | $ 28,577,324 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash Flow from Operating Activities: | ||
Net loss | $ (248,743) | $ (570,506) |
Adjustments to reconcile Net Income to Net Cash provided by operations: | ||
Interest eliminated on note conversion | 4,614 | 0 |
Unrealized Loss on Investment | 0 | 73,467 |
Preferred stock issued for consulting expense | 1 | 0 |
Changes in assets and liabilities: | ||
Prepaid Expenses | 6,668 | 1,012 |
Accounts Payable and Accrued Liabilities | 18,557 | (179,666) |
Net Cash used by operating activities | (218,903) | (675,693) |
Cash Flow to Investing Activities: | ||
Re-organization | (1,386) | 0 |
Net cash (used) by investing activities | (1,386) | 0 |
Cash Flow from Financing Activities: | ||
Proceeds from convertible note issued | 75,000 | 0 |
Related party transactions | 93,785 | 715,418 |
Net cash (used) by financing activities | 168,785 | 715,418 |
Net cash increase (decrease) for period | (51,504) | 39,725 |
Cash and Cash Equivalents, at Carrying Value, Beginning Balance | 51,608 | 11,883 |
Cash and Cash Equivalents, at Carrying Value, Ending Balance | 104 | 51,608 |
Supplementary information | ||
Interest | 4,614 | 465 |
Taxes paid | 0 | 0 |
Value of shares issued for patents rights and technology | 28,600,000 | 0 |
Debt converted into shares | $ 79,455 | $ 0 |
NOTE 1 COMPANY AND BACKGROUND
NOTE 1 COMPANY AND BACKGROUND | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
NOTE 1 COMPANY AND BACKGROUND | Note 1 Overview Marizyme, Inc., a Nevada corporation formerly known as GBS Enterprises Incorporated (the Company, Marizyme, GBS, GBSX, MRZM,, we, us, our or similar expressions), conducted its primary business through its majority owned subsidiary, GBS Software AG (GROUP), a German-based public-company whose stock trades on the Frankfurt Exchange under the stock symbol ISIN DE 000A14KR27/ WKN A14KR2. By December 31, 2016, we sold the controlling interest in GROUP and other subsidiaries, keeping only a minority interest in GROUP. On March 21, 2018, we formed a wholly-owned subsidiary named Marizyme, Inc., a Nevada corporation, and merged with it, effectively changing the Companys name to Marizyme, Inc. On June 1, 2018, we exchanged the shares of GROUP and all the intercompany assets and liabilities for 100% of the shares of X-Assets Enterprises, Inc, a Nevada Corporation. As part of a type-D business restructuring on September 5, 2018, we then distributed the X-Assets shares to our own shareholders on a 1 for 1 basis. Marizyme refocused on the life sciences and seeks technologies to acquire. On September 12, 2018 we consummated an asset acquisition with ACB Holding AB, Reg. No. 559119-5762, a Swedish corporation to acquire all right, title and interest in their Krillase technology in exchange for 16.98 Million shares of Common Stock. Krillase is a naturally occurring enzyme that acts to break protein bonds and has applications in dental care, wound healing and thrombosis. The Companys Common Stock has been historically quoted on the OTC Markets OTCQB under the ticker symbol MRZM. However, because the Company failed to file this Annual Report with the SEC by the April 15, 2014 extended deadline, the Companys Common Stock is currently quoted on the OTC Pink sheets. These financial statements have been prepared in accordance with generally accepted principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classifications of assets and liabilities should the Company be unable to continue as a going concern. At December 31, 2018, the Company had not yet achieved profitable operations and had accumulated losses of $29,922,542 since its inception, all of which casts substantial doubt about the Companys ability to continue as a going concern. The Companys ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management is in the process of executing a strategy based upon a new strategic direction in the life sciences space. We have several technologies in the commercialization phase and in development. We are seeking acquisitions of biotechnology assets in support of this direction. There can be no assurances that management will be successful in executing this strategy. |
NOTE 2 ACCOUNTING POLICIES
NOTE 2 ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
NOTE 2 ACCOUNTING POLICIES | Note 2 ACCOUNTING The financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America, the more significant of which are as follows: Assumptions and Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The areas where critical estimates were made that have significant importance to the financial statements are as follows: i. Impairment testing on intangibles assets. As noted in more detail below, these areas involve numerous estimates as to expected cash flows and other factors that are difficult to determine and are often out of the Companys direct control. ii. Valuation of deferred tax credits. The Company provides an allowance for tax recoveries arising from the application of losses carried forward. An allowance is provided where management has determined that it is less than likely that the loss will be applied and income taxes recovered. Segment Reporting The Financial Accounting Standards Board (FASB) authoritative guidance regarding segment reporting establishes standards for the way that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. It also establishes standards for related disclosures about products and services, geographic areas and major customers. Up until December 31, 2016, the Company operated in only one segment the development and maintenance of computer software programs and support products. Going forward, the company focused exclusively on establishing a new business model and only managed its minority stake in GROUP. Upon the purchase of the Krillase patents and technology, the Company changed its focus to life sciences industry. Comprehensive Income (Loss) The Company adopted the FASB Accounting Standards Codification topic (ASC) 220, Reporting Comprehensive Income, which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. Comprehensive income consists of net income and other gains and losses affecting stockholder's equity that are excluded from net income, such as unrealized gains and losses on investments available for sale, foreign currency translation gains and losses and minimum pension liability. With the sale of the GROUP assets all other accumulated comprehensive income was eliminated. Net Income per Common Share ASC 260, Earnings per share, requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted average shares of Common Stock outstanding. If applicable, diluted earnings per share would assume the conversion, exercise or issuance of all potential Common Stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Diluted net income (loss) per share on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive. Accordingly, although the diluted weighted average number of Common Stock outstanding is disclosed on the statements of operation, the calculated net loss per share is the same for both the basic and diluted as both are based on the basic weighted average of Common Stock outstanding. There were no adjustments required to net income for the period presented in the computation of diluted earnings per share. Financial Instruments Financial instruments consist of cash, accounts, assets held for sale, accounts payable and accrued liabilities, due to related parties, liabilities held for sale and notes payable. Financial assets and liabilities are measured upon first recognition and reviewed at the financial statement date. Changes in fair value are recognized through profit and loss. Unless otherwise noted, it is managements opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. Currency Risk We use the US dollar as our reporting currency. The functional currencies of our former foreign subsidiaries are the local currency, which included the Euro, the British pound and the Indian Rupee until the sale of all subsidiaries in December 2016. Accordingly; at December 31, 2018, we held no funds in foreign currencies, nor had any receivables or payables in foreign currencies. Fair Value Measurements The Company follows ASC 820, Fair Value Measurements and Disclosures, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This accounting standard establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. The Company has adopted ASC 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Company has not elected the fair value option for any eligible financial instruments. Cash and cash equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company did not have any cash equivalents in any of the years included herein. Intangible Assets Intangible assets represent the cost of purchasing patents through the issuance of Common Stock. Under ASC Topic 805-50, Business Combinations, Related Issues, cost is based on the fair value of the consideration given or the fair value of the assets acquired, whichever is more clearly evident and, thus, more reliably measured. The Company determined that the consideration given, the value of shares issued, was the more reliably measured. The Company amortizes intangible assets with a limited useful life to the estimated residual book value in accordance with ASC Topic 350-30, Intangibles -Other Than Goodwill. In addition, in special circumstances according to ASC 350-30, a recoverability test is performed and, if applicable, unscheduled amortization is considered. Amortization starts once the assets are expected to contribute to the future cash flows, which has not happened. Revenue Recognition Effective January 1, 2018, the Company adopted ASC, Topic 606, Revenue from Contracts with Customers, using the modified retrospective transition method as permissible for all contracts not yet completed as of January 1, 2018. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. Under Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Assets and Liabilities Held-for-Sale The Company classifies assets and liabilities as held-for-sale when the following conditions are met: (1) management has committed to a plan to sell, (2) the assets are available for immediate sale in their present condition, (3) the Company has initiated an active program to identify a buyer, (4) it is probable that a sale will occur within one year, (5) the assets are actively marketed for sale at a reasonable price in relation to their current fair value, and (6) there is a low likelihood of significant changes to the plan or that the plan will be withdrawn. If all of the criteria are met as of the balance sheet date, the assets are presented separately in the balance sheet as held-for-sale at the lower of the carrying amount or fair value less costs to sell. The assets are then no longer depreciated or amortized while classified as held-for-sale. Foreign Currency Balances and Transactions The Companys functional currency is US dollars. Foreign currency balances are translated into US dollars as follows: Monetary assets and liabilities are translated at the year-end exchange rates. Non-monetary assets are translated at the rate of exchange in effect at their acquisition, unless such assets are carried at market or nominal value, in which case they ae translated at the year-end exchange rate. Revenue and expense items are translated at the average exchange rate for the period. Foreign exchange gains and losses are included in operations. Other Provisions According to FASB ASC 450 Contingencies, provisions are made whenever there is a current obligation to third parties resulting from a past event which is likely in the future to lead to an outflow of resources and of which the amount can be reliably estimated. Provisions not already resulting in an outflow of resources in the following year are recognized at their discounted settlement amount on the financial statement date. The discount taken is based on market interest rates. The settlement amount also includes the expected cost increases. Provisions are not set off against contribution claims. If the amended estimate leads to a reduction of the obligatory amount, the provision is proportionally reversed and the earnings are recognized in other operating earnings. Deferred Taxes Income taxes are provided in accordance with FASB Codification topic 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss-carry forwards. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that, that some portion or all of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment. Recent Accounting Pronouncements The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as of their effective date. Management does not believe that any pronouncement not yet effective but recently issued would, if adopted, have a material effect on the accompanying financial statements. During the two years presented by the accompanying financial statements, there have been new principles adopted that have affected their presentation. |
NOTE 3 ASSETS AND LIABILITIES H
NOTE 3 ASSETS AND LIABILITIES HELD FOR SALE | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
NOTE 3 ASSETS AND LIABILITIES HELD FOR SALE | Note 3 ASSETS AND LIABILITIES HELD FOR SALE On May 4, 2018 Marizyme signed an Assignment and Assumption Agreement with X-Assets Enterprises, Inc, a Nevada Corporation (X-Assets). We agreed to transfer assets and liabilities to X-Assets on June 1, 2018. To reflect that transaction, we identified those assets and liabilities on our December 31, 2017 Balance Sheet as Assets Held for Sale and Liabilities Held for Sale. The assets included an account receivable valued at $130,766 and the GROUP shares valued at $2,610,440. The investment represented 23.9% of the outstanding shares of GROUP. The value was determined using the net book equity per share. The liabilities included a current payable valued at $628,447. On June 1, 2018 all of the Assets and Liabilities Held for Sale were exchanged for 1,101,174 shares of X-Assets. On September 5, 2018, we distributed all our shares of X-Assets reflecting 100% of the shares of this subsidiary - to all of the stockholders of Marizyme on a 1 for 1 basis. As a result of the distribution, on June 30, 2018 this asset has $0 value to Marizyme. Its original value was determined by net equity, values not in the public domain, and there was no impairment required. |
NOTE 4 INTANGIBLE ASSETS
NOTE 4 INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
NOTE 4 INTANGIBLE ASSETS | Note 4 On September 12, 2018 we consummated an asset acquisition with ACB Holding AB, Reg. No. 559119-5762, a Swedish corporation to acquire all right, title and interest in their Krillase technology in exchange for 16.98 Million shares of Common Stock. Krillase is a naturally occurring enzyme that acts to break protein bonds and has applications in dental care, wound healing and thrombosis. The transaction was recorded at the fair value of the shares. No amortization has been recorded as the patents are not yet in a position to produce cash flows. |
NOTE 5 CONVERTIBLE NOTE PAYABLE
NOTE 5 CONVERTIBLE NOTE PAYABLE | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
NOTE 5 CONVERTIBLE NOTE PAYABLE | Note 5 On July 7, 2018 the Company issued a convertible note for $75,000. The note accrued interest at 12% interest, calculated monthly, due January 3, 2019 and convertible into Common Stock at the discretion of the noteholder at $0.50 per share. On December 30, 2018, the noteholder converted the principal and interest owing of $79,614 into 159,228 shares of Common Stock. |
NOTE 6 CAPITAL STOCK
NOTE 6 CAPITAL STOCK | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
NOTE 6 CAPITAL STOCK | Note 6 The Company has authorized capital of 75,000,000 shares of Common Stock and 25,000,000 shares of blank check preferred stock, each with a par value of $0.001. On July 27, 2018 we completed a 1:29 reverse split of our Common Stock resulting in a total of 1,101,074 shares of Common Stock outstanding. As of December 31, 2018, there were 19,740,302 shares of Common Stock outstanding. On May 14, 2018, 1,000 shares of preferred stock was issued to the CEO for services valued at $1. The preferred stock had voting rights of 80% at shareholder meetings. On July 27, 2018, the Company completed a reverse stock split of 1 new share for 29 shares of the Companys issued and outstanding Common Stock. These financial statements give retroactive effect to this transaction. On September 12, 2018, 16,980,000 common shares were issued to acquire patents and all rights, title and interest in Krillase technology and 1,500,000 shares were issued to the CEO in exchange for the 1,000 shares of preferred stock. On December 30, 2018, 159,228 shares of Common Stock was issued on conversion of convertible debt of $79,614. Options and warrants. As of December 31, 2018 there were options to purchase 265,000 shares of our Common Stock outstanding at a strike price of $1.50 vesting monthly beginning December 2018 through December 2019. |
NOTE 7 COMMITMENTS
NOTE 7 COMMITMENTS | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
NOTE 7 COMMITMENTS | Note 7 On September 14, 2018, the Company signed a 3-year employment agreement with its CEO, Mr Handley, with a base salary of $490,000 and bonuses of up to 55% of his base salary at the sole discretion of the Board of Directors. His base salary shall not accrue or be paid unless and until the company raises at least $2,000,000 dollars in financing. If the company raises $2,000,000 then Mr. Handley is eligible to receive 20% of his unpaid base salary up to a value of $98,000 maximum. If the company raises more than $5,000,000 then Mr. Handley is eligible to receive his unpaid base salary up to a value of $240,000 maximum. No bonuses will be paid if the company raises any money. Mr. Handley is eligible to receive options to purchase up to 250,000 shares of the Companys Common Stock for each of the following milestones at a strike price of $0.01 upon the shares trading at a weighted average value during a period of 60 days equal to or greater than each of the following milestones: $7.50 per share, $15.00 per share, $30.00 per share, and $50.00 per share. The Company may terminate Mr. Handley With Cause upon 15 days written notice and is not eligible for severance payment from the Company except for previously unpaid base salary or expense reimbursements. If the Company terminates Mr. Handleys employment Without Cause within 12 months since the execution of the agreement he shall be entitled to unpaid base salary plus 3 months of base salary severance. If the Company terminates Mr. Handleys employment Without Cause after 12 months since the execution of the agreement, he shall be entitled to unpaid base salary plus 6 months of base salary severance and his options shall be automatically vested. On October 15, 2018 the Company signed a consulting agreement with NCAL, LLC for services related to advising the Board of Directors. NCAL, LLC receives $10,000 per month through December 2019 and the contract can be terminated with payment in full due to NCAL, LLC. |
NOTE 8 LEGAL PROCEEDINGS
NOTE 8 LEGAL PROCEEDINGS | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
NOTE 8 LEGAL PROCEEDINGS | Note 8 LEGAL We are not subject to any legal proceeding nor are we aware of any potential legal matters. |
NOTE 9 INCOME TAXES
NOTE 9 INCOME TAXES | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
NOTE 9 INCOME TAXES | Note 9 INCOME Income tax recover differs from that which would be expected from applying the effective tax rates to the net loss as follows: 2018 2017 Net loss for the year, December 31, 2017 $ (248,743) $ (570,506) Statutory and effective future rate 21% 21% Income tax recovery at effective rate $ (52,236) $ (119,806) Tax benefit not recognized 52,236 119,806 Income tax recovery recognized $ - $ - As at December 31, 2018 and 2017, the tax effect of the temporary timing differences that give rise to significant components of deferred tax asset are noted below. 2018 2017 Tax loss carried forward $ 27,193,000 $ 26,944,000 Deferred tax assets $ 5,710,000 $ 5,658,000 Valuation allowance (5,710,000) (5658,000) Deferred taxes recognized $ - $ - Approximately $26,944,000 in tax losses will expire between 2030 and 2038. $52,236 in losses have no expiry date. |
NOTE 10 RECLASSIFICATION
NOTE 10 RECLASSIFICATION | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
NOTE 10 RECLASSIFICATION | Note 10 Certain 2017 items have been reclassified to conform the 2018 presentation. |
NOTE 2 ACCOUNTING POLICIES_ Ass
NOTE 2 ACCOUNTING POLICIES: Assumptions and Estimates (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Assumptions and Estimates | Assumptions and Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The areas where critical estimates were made that have significant importance to the financial statements are as follows: i. Impairment testing on intangibles assets. As noted in more detail below, these areas involve numerous estimates as to expected cash flows and other factors that are difficult to determine and are often out of the Companys direct control. ii. Valuation of deferred tax credits. The Company provides an allowance for tax recoveries arising from the application of losses carried forward. An allowance is provided where management has determined that it is less than likely that the loss will be applied and income taxes recovered. |
NOTE 2 ACCOUNTING POLICIES_ Seg
NOTE 2 ACCOUNTING POLICIES: Segment Reporting (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Segment Reporting | Segment Reporting The Financial Accounting Standards Board (FASB) authoritative guidance regarding segment reporting establishes standards for the way that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. It also establishes standards for related disclosures about products and services, geographic areas and major customers. Up until December 31, 2016, the Company operated in only one segment the development and maintenance of computer software programs and support products. Going forward, the company focused exclusively on establishing a new business model and only managed its minority stake in GROUP. Upon the purchase of the Krillase patents and technology, the Company changed its focus to life sciences industry. |
NOTE 2 ACCOUNTING POLICIES_ Com
NOTE 2 ACCOUNTING POLICIES: Comprehensive Income (Loss) (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Comprehensive Income (Loss) | Comprehensive Income (Loss) The Company adopted the FASB Accounting Standards Codification topic (ASC) 220, Reporting Comprehensive Income, which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. Comprehensive income consists of net income and other gains and losses affecting stockholder's equity that are excluded from net income, such as unrealized gains and losses on investments available for sale, foreign currency translation gains and losses and minimum pension liability. With the sale of the GROUP assets all other accumulated comprehensive income was eliminated. |
NOTE 2 ACCOUNTING POLICIES_ Net
NOTE 2 ACCOUNTING POLICIES: Net Income per Common Share (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Net Income per Common Share | Net Income per Common Share ASC 260, Earnings per share, requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted average shares of Common Stock outstanding. If applicable, diluted earnings per share would assume the conversion, exercise or issuance of all potential Common Stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Diluted net income (loss) per share on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive. Accordingly, although the diluted weighted average number of Common Stock outstanding is disclosed on the statements of operation, the calculated net loss per share is the same for both the basic and diluted as both are based on the basic weighted average of Common Stock outstanding. There were no adjustments required to net income for the period presented in the computation of diluted earnings per share. |
NOTE 2 ACCOUNTING POLICIES_ Fin
NOTE 2 ACCOUNTING POLICIES: Financial Instruments (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Financial Instruments | Financial Instruments Financial instruments consist of cash, accounts, assets held for sale, accounts payable and accrued liabilities, due to related parties, liabilities held for sale and notes payable. Financial assets and liabilities are measured upon first recognition and reviewed at the financial statement date. Changes in fair value are recognized through profit and loss. Unless otherwise noted, it is managements opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. |
NOTE 2 ACCOUNTING POLICIES_ Cur
NOTE 2 ACCOUNTING POLICIES: Currency Risk (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Currency Risk | Currency Risk We use the US dollar as our reporting currency. The functional currencies of our former foreign subsidiaries are the local currency, which included the Euro, the British pound and the Indian Rupee until the sale of all subsidiaries in December 2016. Accordingly; at December 31, 2018, we held no funds in foreign currencies, nor had any receivables or payables in foreign currencies. |
NOTE 2 ACCOUNTING POLICIES_ Fai
NOTE 2 ACCOUNTING POLICIES: Fair Value Measurements (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Fair Value Measurements | Fair Value Measurements The Company follows ASC 820, Fair Value Measurements and Disclosures, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This accounting standard establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. The Company has adopted ASC 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Company has not elected the fair value option for any eligible financial instruments. |
NOTE 2 ACCOUNTING POLICIES_ Cas
NOTE 2 ACCOUNTING POLICIES: Cash and cash equivalents (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company did not have any cash equivalents in any of the years included herein. |
NOTE 2 ACCOUNTING POLICIES_ Int
NOTE 2 ACCOUNTING POLICIES: Intangible Assets (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Intangible Assets | Intangible Assets Intangible assets represent the cost of purchasing patents through the issuance of Common Stock. Under ASC Topic 805-50, Business Combinations, Related Issues, cost is based on the fair value of the consideration given or the fair value of the assets acquired, whichever is more clearly evident and, thus, more reliably measured. The Company determined that the consideration given, the value of shares issued, was the more reliably measured. The Company amortizes intangible assets with a limited useful life to the estimated residual book value in accordance with ASC Topic 350-30, Intangibles -Other Than Goodwill. In addition, in special circumstances according to ASC 350-30, a recoverability test is performed and, if applicable, unscheduled amortization is considered. Amortization starts once the assets are expected to contribute to the future cash flows, which has not happened. |
NOTE 2 ACCOUNTING POLICIES_ Rev
NOTE 2 ACCOUNTING POLICIES: Revenue Recognition (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company adopted ASC, Topic 606, Revenue from Contracts with Customers, using the modified retrospective transition method as permissible for all contracts not yet completed as of January 1, 2018. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. Under Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. |
NOTE 2 ACCOUNTING POLICIES_ A_2
NOTE 2 ACCOUNTING POLICIES: Assets and Liabilities Held-for-Sale (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Assets and Liabilities Held-for-Sale | Assets and Liabilities Held-for-Sale The Company classifies assets and liabilities as held-for-sale when the following conditions are met: (1) management has committed to a plan to sell, (2) the assets are available for immediate sale in their present condition, (3) the Company has initiated an active program to identify a buyer, (4) it is probable that a sale will occur within one year, (5) the assets are actively marketed for sale at a reasonable price in relation to their current fair value, and (6) there is a low likelihood of significant changes to the plan or that the plan will be withdrawn. If all of the criteria are met as of the balance sheet date, the assets are presented separately in the balance sheet as held-for-sale at the lower of the carrying amount or fair value less costs to sell. The assets are then no longer depreciated or amortized while classified as held-for-sale. |
NOTE 2 ACCOUNTING POLICIES_ For
NOTE 2 ACCOUNTING POLICIES: Foreign Currency Balances and Transactions (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Foreign Currency Balances and Transactions | Foreign Currency Balances and Transactions The Companys functional currency is US dollars. Foreign currency balances are translated into US dollars as follows: Monetary assets and liabilities are translated at the year-end exchange rates. Non-monetary assets are translated at the rate of exchange in effect at their acquisition, unless such assets are carried at market or nominal value, in which case they ae translated at the year-end exchange rate. Revenue and expense items are translated at the average exchange rate for the period. Foreign exchange gains and losses are included in operations. |
NOTE 2 ACCOUNTING POLICIES_ Oth
NOTE 2 ACCOUNTING POLICIES: Other Provisions (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Other Provisions | Other Provisions According to FASB ASC 450 Contingencies, provisions are made whenever there is a current obligation to third parties resulting from a past event which is likely in the future to lead to an outflow of resources and of which the amount can be reliably estimated. Provisions not already resulting in an outflow of resources in the following year are recognized at their discounted settlement amount on the financial statement date. The discount taken is based on market interest rates. The settlement amount also includes the expected cost increases. Provisions are not set off against contribution claims. If the amended estimate leads to a reduction of the obligatory amount, the provision is proportionally reversed and the earnings are recognized in other operating earnings. |
NOTE 2 ACCOUNTING POLICIES_ Def
NOTE 2 ACCOUNTING POLICIES: Deferred Taxes (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Deferred Taxes | Deferred Taxes Income taxes are provided in accordance with FASB Codification topic 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss-carry forwards. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that, that some portion or all of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment. |
NOTE 2 ACCOUNTING POLICIES_ Rec
NOTE 2 ACCOUNTING POLICIES: Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as of their effective date. Management does not believe that any pronouncement not yet effective but recently issued would, if adopted, have a material effect on the accompanying financial statements. During the two years presented by the accompanying financial statements, there have been new principles adopted that have affected their presentation. |
NOTE 9 INCOME TAXES_ Schedule o
NOTE 9 INCOME TAXES: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Effective Income Tax Rate Reconciliation | 2018 2017 Net loss for the year, December 31, 2017 $ (248,743) $ (570,506) Statutory and effective future rate 21% 21% Income tax recovery at effective rate $ (52,236) $ (119,806) Tax benefit not recognized 52,236 119,806 Income tax recovery recognized $ - $ - |
NOTE 9 INCOME TAXES_ Schedule_2
NOTE 9 INCOME TAXES: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets and Liabilities | 2018 2017 Tax loss carried forward $ 27,193,000 $ 26,944,000 Deferred tax assets $ 5,710,000 $ 5,658,000 Valuation allowance (5,710,000) (5658,000) Deferred taxes recognized $ - $ - |
NOTE 1 COMPANY AND BACKGROUND (
NOTE 1 COMPANY AND BACKGROUND (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Entity Incorporation, State Country Name | Nevada | |
Entity Information, Former Legal or Registered Name | GBS Enterprises | |
Accumulated deficit | $ (29,922,542) | $ (27,653,439) |
NOTE 3 ASSETS AND LIABILITIES_2
NOTE 3 ASSETS AND LIABILITIES HELD FOR SALE (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | |
Details | |||
Assets Held for Sale | [1] | $ 0 | $ 130,766 |
Total Long Term Assets | $ 28,600,000 | $ 2,610,440 | |
[1] | See Note 3. |
NOTE 5 CONVERTIBLE NOTE PAYAB_2
NOTE 5 CONVERTIBLE NOTE PAYABLE (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Details | |
Debt Instrument, Issuance Date | Jul. 7, 2018 |
Debt Instrument, Issuer | Company |
Debt Instrument, Description | convertible note |
Debt Instrument, Face Amount | $ 75,000 |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% |
Debt Instrument, Maturity Date | Jan. 3, 2019 |
Debt Instrument, Convertible, Terms of Conversion Feature | convertible into Common Stock at the discretion of the noteholder at $0.50 per share |
NOTE 6 CAPITAL STOCK (Details)
NOTE 6 CAPITAL STOCK (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Common Stock, Shares Authorized | [1] | 75,000,000 | 75,000,000 |
Preferred Stock, Shares Authorized | [1] | 25,000,000 | 25,000,000 |
Common Stock, Par or Stated Value Per Share | [1] | $ 0.001 | $ 0.001 |
Preferred Stock, Par or Stated Value Per Share | [1] | $ 0.001 | $ 0.001 |
Common Stock, Shares, Outstanding | [1] | 19,740,302 | 1,101,074 |
Capital Stock Transaction 1 | |||
Sale of Stock, Transaction Date | May 14, 2018 | ||
Sale of Stock, Description of Transaction | 1,000 shares of preferred stock was issued to the CEO for services | ||
Shares, Issued | 1,000 | ||
Stock Issued | $ 1 | ||
Capital Stock Transaction 2 | |||
Sale of Stock, Transaction Date | Jul. 27, 2018 | ||
Sale of Stock, Description of Transaction | Company completed a reverse stock split of 1 new share for 29 shares of the Company’s issued and outstanding Common Stock | ||
Capital Stock Transaction 3 | |||
Sale of Stock, Transaction Date | Sep. 12, 2018 | ||
Sale of Stock, Description of Transaction | 16,980,000 common shares were issued to acquire patents and all rights, title and interest in Krillase technology | ||
Shares, Issued | 16,980,000 | ||
Capital Stock Transaction 4 | |||
Sale of Stock, Transaction Date | Sep. 12, 2018 | ||
Sale of Stock, Description of Transaction | 1,500,000 shares were issued to the CEO in exchange for the 1,000 shares of preferred stock | ||
Shares, Issued | 1,500,000 | ||
Capital Stock Transaction 5 | |||
Sale of Stock, Transaction Date | Dec. 30, 2018 | ||
Sale of Stock, Description of Transaction | 159,228 shares of Common Stock was issued on conversion of convertible debt of $79,614 | ||
Shares, Issued | 159,228 | ||
Stock Issued | $ 79,614 | ||
[1] | See Note 6. |
NOTE 6 CAPITAL STOCK_ Options a
NOTE 6 CAPITAL STOCK: Options and warrants (Details) | Dec. 31, 2018$ / sharesshares |
Details | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 265,000 |
Options strike price | $ / shares | $ 1.50 |
NOTE 9 INCOME TAXES_ Schedule_3
NOTE 9 INCOME TAXES: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Net loss for the year, December 31, 2017 | $ (248,743) | $ (570,506) |
Federal Statutory Rate | 21.00% | 21.00% |
Income tax recovery at effective rate | $ (52,236) | $ (119,806) |
Tax benefit not recognized | 52,236 | 119,806 |
Income tax recovery recognized | $ 0 | $ 0 |
NOTE 9 INCOME TAXES_ Schedule_4
NOTE 9 INCOME TAXES: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
Tax loss carried forward | $ 27,193,000 | $ 26,944,000 |
Deferred tax assets | 5,710,000 | 5,658,000 |
Valuation allowance | (5,710,000) | (5,658,000) |
Deferred taxes recognized | $ 0 | $ 0 |