Marizyme (MRZM) 10-Q 13 Nov 19 2019 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 14, 2019
Details
Registrant Name	MARIZYME INC
Registrant CIK	0001413754
Fiscal Year End	--12-31
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2019
Document Transition Report	false
Entity File Number	000-53223
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	82-5464863
Entity Address, Address Line One	109 Ambersweet Way, #401
Entity Address, City or Town	Davenport
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33897
Entity Address, Address Description	Address of principal executive offices
City Area Code	732
Local Phone Number	723-7395
Phone Fax Number Description	Registrant’s telephone number
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	true
Entity Common Stock, Shares Outstanding		19,858,939
Amendment Flag	false
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3

INTERIM BALANCE SHEETS (Unaudit

INTERIM BALANCE SHEETS (Unaudited) - USD ($)		Sep. 30, 2019	Dec. 31, 2018
Current Assets:
Cash		$ 0	$ 104
Prepaid Expenses		5,000	20,000
Total Current Assets		5,000	20,104
Long Term Assets:
Intangible Assets - Note 5	[1]	28,600,000	28,600,000
TOTAL ASSETS		28,605,000	28,620,104
Current Liabilities:
Accounts Payable and Accrued Liabilities		72,583	42,780
Total Liabilities		72,583	42,780
STOCKHOLDERS' EQUITY
Preferred Stock, Value, Issued		0	0
Common Stock, Value, Issued		19,859	19,740
Donated Capital		41,422	41,422
Additional Paid-in Capital		59,224,218	58,454,704
Treasury Stock		(16,000)	(16,000)
Accumulated Deficit		(30,737,082)	(29,922,542)
Total Equity		28,532,417	28,577,324
TOTAL LIABILITIES AND EQUITY		$ 28,605,000	$ 28,620,104
[1]	Note 5.

INTERIM BALANCE SHEETS (Unaud_2

INTERIM BALANCE SHEETS (Unaudited) - Parenthetical - $ / shares	Sep. 30, 2019	Dec. 31, 2018
Details
Common Stock, Shares Authorized	75,000,000	75,000,000
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	25,000,000	25,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares, Issued	19,858,939	19,740,302
Common Stock, Shares, Outstanding	19,858,939	19,740,302

INTERIM STATEMENTS OF OPERATION

INTERIM STATEMENTS OF OPERATIONS (Unaudited) - USD ($)		3 Months Ended		9 Months Ended
		Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Details
Total Revenue		$ 0	$ 542	$ 0	$ 23,187
Total Cost of Goods Sold		0	542	0	20,075
Gross Profit		0	0	0	3,112
Expenses:
Audit and Accounting fees		1,000	5,500	4,425	25,000
Consulting fees		(48,810)	40,871	131,645	78,369
Director and Officer insurance		0	6,691	20,000	37,151
Filing charges		937	4,801	3,217	6,643
General, office and miscellaneous		336	1,968	667	3,592
Investor Relations		0	0	15,242	0
Legal and Professional fees		466	10,775	57,813	34,324
Registrations and dues		0	0	9,000	0
Stock-based compensation (Note 7)	[1]	554,633	0	554,633	0
Travel and entertainment		0	16	17,898	2,572
Total Expenses		508,562	70,622	814,540	187,651
Net Operating Income (Loss)		(508,562)	(70,622)	(814,540)	(184,539)
Other Expense		0	2,195	0	2,195
Net Income (Loss) and comprehensive loss for the period		$ (508,562)	$ (72,817)	$ (814,540)	$ (186,734)
Net Income (Loss) per share, basic and diluted		$ (0.03)	$ (0.07)	$ (0.04)	$ (0.17)
Weighted average of number of shares of common stock outstanding, basic and diluted		19,858,939	1,101,074	19,746,153	1,101,074
[1]	See Note 7.

INTERIM STATEMENTS OF EQUITY (U

INTERIM STATEMENTS OF EQUITY (Unaudited) - USD ($)	Common Stock	Preferred Stock	Additional Paid-in Capital	Donated Capital	Treasury Stock	Retained Earnings	Total
Equity Balance, Starting at Dec. 31, 2017	$ 1,101		$ 29,793,728	$ 41,422	$ (16,000)	$ (27,653,439)	$ 2,166,812
Shares Outstanding, Starting at Dec. 31, 2017	1,101,074
Preferred shares issued	$ 0	$ 1	0	0	0	0	1
Preferred shares issued		1,000
Stock dividend	0	$ 0	0	0	0	(2,202,358)	(2,020,358)
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments	$ 1,500	$ (1)	(1,499)	0	0	0	0
Stock Issued During Period, Shares, Conversion of Convertible Securities	1,500,000	(1,000)
Stock Issued During Period, Value, Acquisitions	$ 16,980	$ 0	28,583,020	0	0	0	28,600,000
Stock Issued During Period, Shares, Acquisitions	16,980,000	0
Net Income (Loss)	$ 0	$ 0	0	0	0	(186,734)	(186,734)
Shares Outstanding, Ending at Sep. 30, 2018	19,581,074	0
Equity Balance, Ending at Sep. 30, 2018	$ 19,581	$ 0	58,375,249	41,422	(16,000)	(29,860,531)	28,559,721
Equity Balance, Starting at Dec. 31, 2018	$ 19,740	$ 0	58,454,704	41,422	(16,000)	(29,922,542)	28,577,324
Shares Outstanding, Starting at Dec. 31, 2018	19,740,302	0
Stock Issued During Period, Value, New Issues	$ 119	$ 0	124,881	0	0	0	125,000
Stock Issued During Period, Shares, New Issues	118,637	0
Forgiveness of debt for services	$ 0	$ 0	90,000	0	0	0	90,000
Net Income (Loss)	$ 0	$ 0	554,633	0	0	(814,540)	(259,907)
Shares Outstanding, Ending at Sep. 30, 2019	19,858,939	0
Equity Balance, Ending at Sep. 30, 2019	$ 19,859	$ 0	$ 59,224,218	$ 41,422	$ (16,000)	$ (30,737,082)	$ 28,442,417

INTERIM STATEMENTS OF CASH FLOW

INTERIM STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Cash Flow from Operating Activities:
Net Loss for the period	$ (814,540)	$ (186,734)
No- cash items
Debt forgiven and included in operations	(81,500)	0
Stock-based compensation	554,633	0
Interest Expense	0	2,195
Changes in assets and liabilities:
Prepaid Expenses	15,000	(8,333)
Accounts Payable and Accrued Liabilities	201,303	(21,220)
Assets/Liabilities Held for Resale	0	92,399
Net Cash used by Operating Activities	(125,104)	(121,693)
Net cash provided by Financing Activities
Proceeds from Notes Payable	0	75,000
Shares issued for cash	125,000	0
Net Cash provided by Financing Activities	125,000	75,000
Net cash decrease in cash for period	(104)	(46,693)
Cash and Cash Equivalents, at Carrying Value, Beginning Balance	104	51,608
Cash and Cash Equivalents, at Carrying Value, Ending Balance	0	4,915
Supplementary Information:
Interest Paid:	0	2,195
Taxes Paid:	0	0
Debt forgiven from related party and Included as capital	$ 90,000	$ 0

Note 1 - COMPANY AND BACKGROUND

Note 1 - COMPANY AND BACKGROUND	9 Months Ended
	Sep. 30, 2019
Notes
Note 1 - COMPANY AND BACKGROUND	Note 1 COMPANY AND BACKGROUND 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. 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 Company’s 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 Company’s common stock was historically quoted on the OTC Markets’ OTCQB tier under the ticker symbol “MRZM.” However, because the Company failed to file its 2014 Annual Report with the Securities and Exchange Commission (the “SEC”), the Company’s common stock from that time was quoted on the OTC Pink tier. The Company Filed a Form 10 with the SEC on September 12, 2018 and is now current with its SEC periodic filings. The Company’s stock quote has been returned to the OTCQB tier of OTC Markets. 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 September 30, 2019, the Company had not yet achieved profitable operations and had accumulated losses of $30,737,082 since its inception, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s 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 - INTERIM REPORTING

Note 2 - INTERIM REPORTING	9 Months Ended
	Sep. 30, 2019
Notes
Note 2 - INTERIM REPORTING	Note 2 INTERIM REPORTING While the information presented in the accompanying interim nine-month financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of their application as the Company’s December 31, 2018 annual financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Company’s December 31, 2018 annual financial statements. Operating results for the nine months ended September 30, 2019 are not necessarily indicative of the results that can be expected for the year ended December 31, 2019.

Note 3 - SUMMARY OF SIGNIFICANT

Note 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2019
Notes
Note 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Note 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES There have been no changes in the accounting policies that effect these interim financial statements from the accounting policies disclosed in the notes to the audited annual financial statements for the year ended December 31, 2018.

Note 4 - RECENT ACCOUNTING PRON

Note 4 - RECENT ACCOUNTING PRONOUNCEMENTS	9 Months Ended
	Sep. 30, 2019
Notes
Note 4 - RECENT ACCOUNTING PRONOUNCEMENTS	Note 4 RECENT ACCOUNTING PRONOUNCEMENTS The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance 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.

Note 5 - INTANGIBLE ASSETS

Note 5 - INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 2019
Notes
Note 5 - INTANGIBLE ASSETS	Note 5 INTANGIBLE ASSETS 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 6 - CONVERTIBLE NOTE PAYAB

Note 6 - CONVERTIBLE NOTE PAYABLE	9 Months Ended
	Sep. 30, 2019
Notes
Note 6 - CONVERTIBLE NOTE PAYABLE	Note 6 CONVERTIBLE NOTE PAYABLE 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 7 - CAPITAL STOCK

Note 7 - CAPITAL STOCK	9 Months Ended
	Sep. 30, 2019
Notes
Note 7 - CAPITAL STOCK	Note 7 CAPITAL STOCK 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 September 30, 2019, there were 19,858,939 shares of common stock outstanding. On May 14, 2018, 1,000 shares of preferred stock were 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 Company’s 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. On June 12, 2019, the Company sold $125,000 of its common stock to three investors in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Regulation D under the Securities Act. In this private placement, the Company sold 118,637 shares priced at $1.10 per share and included a three-year warrant to purchase one additional share for each share purchased in the private placement at an exercise price of $3.00 per share. If the price of the Company’s common stock reaches $4.00 for 20 consecutive days, the company has the right to buy back the warrant for $0.01 per share if the investor elects not to exercise the warrant to acquire the additional shares. Options and warrants. 165,000 Options to purchase Common Stock at a strike price of $1.50 were outstanding as of December 31, 2018. On July 13, 2019 the Company issued an Option for 500,000 shares of common stock to Mr. Frank Maresca as part of a consulting agreement. The options vest at a rate of 20,000 shares per month. The Option has a strike price of $1.01, the fair market value of the shares at the time of issuance. On July 13, 2019, the Company issued an Option for 1,100,000 shares of common stock to Mr. James Sapirstein. The options vest at a rate of 100,000 shares initially and then 40,000 shares per month. Mr. Sapirstein agreed to forgo all future cash Board payments. The Option has a strike price of $1.01, the fair market value of the shares at the time of issuance. On July 13, 2019, the Company issued an Option for 250,000 shares of common stock to Mr. Terry Brostowin. The options vest at a rate of 10,000 shares per month. The Option has a strike price of $1.01, the fair market value of the shares at the time of issuance. On July 13, 2019, the Company issued an Option for 600,000 shares of common stock to Mr. Nicholas DeVito. The options vest at a rate of 100,000 shares initially and then 20,000 shares per month. Mr. DeVito forgave $90,000 in past due consulting fees and agreed to forgo all future consulting payments. The Option has a strike price of $1.01, the fair market value of the shares at the time of issuance. During the nine-months ended September 30, 2019 the Company recorded stock-based compensation of $554,633 (year ended December 31, 2018 - $nil). A summary of the Company’s stock option activity is as follows: Number of options Weighted Average Exercise price $ Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Options outstanding December 31, 2018 165,000 $1.50 9.20 years $ - Options Granted 2,450,000 $1.01 9.80 years $ - Option outstanding September 30, 2019 2,615,000 $1.04 9.75 years $ - The fair value of each option granted was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: Nine months ended September 30, 2019 Year Ended December 31, 2018 Expected dividend yield 0% 0% Expected volatility – weighted average 263.89% 0% Expected life in years 10 - Risk-free interest rate 1.83% -%

Note 8 - COMMITMENTS

Note 8 - COMMITMENTS	9 Months Ended
	Sep. 30, 2019
Notes
Note 8 - COMMITMENTS	Note 8 COMMITMENTS 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. However, he resigned on March 28, 2019 and the agreement is no longer in force.

Note 9 - SUBSEQUENT EVENTS

Note 9 - SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2019
Notes
Note 9 - SUBSEQUENT EVENTS	Note 9 SUBSEQUENT EVENTS On November 7, 2019, we signed a definitive License and Distribution Agreement with Somahlutions that gives Marizyme license to manufacture, distribute and sell the Sonahlution’s Duragraft product in Mexico, South America and in European countries upon expiration of the current distributors’ agreements.

Note 7 - CAPITAL STOCK_ Schedul

Note 7 - CAPITAL STOCK: Schedule of Fair Value Measurement (Tables)	9 Months Ended
	Sep. 30, 2019
Tables/Schedules
Schedule of Fair Value Measurement	Nine months ended September 30, 2019 Year Ended December 31, 2018 Expected dividend yield 0% 0% Expected volatility – weighted average 263.89% 0% Expected life in years 10 - Risk-free interest rate 1.83% -%

Note 1 - COMPANY AND BACKGROU_2

Note 1 - COMPANY AND BACKGROUND (Details)	9 Months Ended
	Sep. 30, 2019
Details
Entity Incorporation, State or Country Code	NV
Entity Information, Former Legal or Registered Name	GBS Enterprises Incorporated

Note 6 - CONVERTIBLE NOTE PAY_2

Note 6 - CONVERTIBLE NOTE PAYABLE (Details)	9 Months Ended
	Sep. 30, 2019USD ($)
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 7 - CAPITAL STOCK (Details

Note 7 - CAPITAL STOCK (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018	Sep. 30, 2019	Sep. 30, 2018	Jul. 27, 2018	Dec. 31, 2017
Common Stock, Shares Authorized	75,000,000	75,000,000	75,000,000
Preferred Stock, Shares Authorized	25,000,000	25,000,000	25,000,000
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001	$ 0.001
Stock-based compensation			$ 554,633	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance			165,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance			$ 1.50
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	9 years 9 months	9 years 2 months 12 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value			$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross			2,450,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price			$ 1.01
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance	2,615,000	165,000	2,615,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance	$ 1.04	$ 1.50	$ 1.04
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	$ 0	$ 0	$ 0
Sale of Stock, Transaction 1
Sale of Stock, Transaction Date			May 14, 2018
Sale of Stock, Description of Transaction			1,000 shares of preferred stock were issued to the CEO
Sale of 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
Sale of 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
Stock Issued, fair value			$ 16,980,000
Sale of Stock, Transaction 4
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
Stock Issued, fair value			$ 1,500,000
Sale of 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
Stock Issued, fair value			$ 79,614
Shares, Issued	159,228		159,228
Sale of Stock, Transaction 6
Sale of Stock, Transaction Date			Jun. 12, 2019
Sale of Stock, Description of Transaction			Company sold $125,000 of its common stock to three investors in a private placement
Stock Issued, fair value			$ 125,000
Common Stock
Shares, Outstanding	19,858,939	19,740,302	19,858,939	19,581,074	1,101,074	1,101,074

Note 7 - CAPITAL STOCK_ Sched_2

Note 7 - CAPITAL STOCK: Schedule of Fair Value Measurement (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Details
Expected dividend yield	0.00%	0.00%
Expected volatility - weighted average	263.89%	0.00%
Expected life in years	10 years	0 years
Risk-free interest rate	1.83%	0.00%

Note 9 - SUBSEQUENT EVENTS (Det

Note 9 - SUBSEQUENT EVENTS (Details) - Event #1	9 Months Ended
	Sep. 30, 2019
Subsequent Event, Date	Nov. 7, 2019
Subsequent Event, Description	we signed a definitive License and Distribution Agreement with Somahlutions