NAYA Biosciences (NAYA) 10-Q 5 Sep 17 2016 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2016	Aug. 31, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	INVO Bioscience, Inc.,
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		141,284,808
Amendment Flag	false
Entity Central Index Key	1,417,926
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Jun. 30, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q2

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Cash	$ 323,614	$ 492,004
Accounts receivable, net	18,245	1,346
Inventory	87,757	65,420
Prepaid expenses	6,250	0
Total current assets	435,866	558,770
Property and equipment, net	0	0
Other Assets:
Capitalized patents, net	19,138	21,016
Total other assets	19,138	21,016
Total assets	455,004	579,786
Current Liabilities:
Accounts payable and accrued liabilities including related parties	1,016,140	1,025,510
Accrued compensation	3,348,390	3,090,390
Note payable- related party	210,888	210,888
Convertible notes	10,000	10,000
Total current liabilities	4,585,418	4,336,788
Notes payable - long term	0	0
Total liabilities	4,585,418	4,336,788
Commitments and Contingencies (Note 12)
Stockholders' Deficiency:
Preferred Stock, $.0001 par value; 100,000,000 shares authorized; No shares issued and outstanding as of June 30, 2016 and December 31, 2015	0	0
Common Stock, $.0001 par value; 200,000,000 shares authorized; 140,596,646 and 137,085,646 issued and outstanding as of June 30, 2016 and December 31, 2015	14,059	13,708
Additional paid-in capital	13,311,264	12,048,006
Accumulated deficit	(17,455,737)	(15,818,716)
Total stockholders' deficiency	(4,130,414)	(3,757,002)
Total liabilities and stockholders' deficiency	$ 455,004	$ 579,786

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares	Jun. 30, 2016	Dec. 31, 2015
Preferred Stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred Stock, shares authorized	100,000,000	100,000,000
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0
Common Stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common Stock, shares authorized	200,000,000	200,000,000
Common Stock, shares issued	140,596,646	137,085,646
Common Stock, shares outstanding	140,596,646	137,085,646

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Product Revenue	$ 5,446	$ 5,551	$ 23,553	$ 9,176
Cost of Goods Sold	2,382	(466)	5,547	1,742
Gross Margin	3,064	6,017	18,006	7,434
Selling, general and administrative expenses	1,455,147	113,457	1,650,753	246,717
Total operating expenses	1,455,147	113,457	1,650,753	246,717
Loss from operations	(1,452,083)	(107,440)	(1,632,747)	(239,283)
Loss on settlement of debt	0	4,332,155	0	4,332,155
Interest expense	3,626	7,673	4,274	20,488
Total other (income) expenses	3,626	4,339,828	4,274	4,352,643
Loss before income taxes	(1,455,709)	(4,447,268)	(1,637,021)	(4,591,926)
Provisions for income taxes	0	0	0	0
Net Loss	$ (1,455,709)	$ (4,447,268)	$ (1,637,021)	$ (4,591,926)
Basic net loss per weighted average shares of common stock (in Dollars per share)	$ (0.01)	$ (0.04)	$ (0.01)	$ (0.04)
Diluted net loss per weighted average shares of common stock (in Dollars per share)	$ (0.01)	$ (0.04)	$ (0.01)	$ (0.04)
Basic weighted average number of shares of common stock (in Shares)	138,436,073	125,580,775	137,760,860	122,701,684
Diluted weighted average number of shares of common stock (in Shares)	138,436,073	125,580,775	137,760,860	122,701,984

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Net loss	$ (1,637,021)	$ (4,591,926)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash stock compensation issued for services	1,263,608	0
Loss on settlement of debt	0	4,332,155
Depreciation and amortization	1,878	2,817
Changes in operating assets and liabilities:
Accounts receivable	(16,899)	0
Inventories	(22,337)	1,417
Prepaid expenses and other current assets	(6,250)	0
Accounts payable and accrued expenses	(9,369)	37,134
Accrued compensation	258,000	194,400
Net cash used in operating activities	(168,390)	(24,003)
Cash flows from financing activities:
Proceeds from the sale of common stock	0	85,000
Net cash (used in) provided by financing activities	0	85,000
Net decrease in cash and cash equivalents	(168,390)	60,997
Cash and cash equivalents at beginning of period	492,004	18,626
Cash and cash equivalents at end of period	323,614	79,623
Supplemental disclosure:
Cash paid for interest	0	0
Cash paid for taxes	0	0
Restricted Common stock issued upon note payable and interest conversion	$ 0	$ 4,824,896

Note 1 - Basis of Presentation

Note 1 - Basis of Presentation	6 Months Ended
	Jun. 30, 2016
Disclosure Text Block [Abstract]
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]	Note 1 – Basis of Presentation The accompanying consolidated balance sheet as of June 30, 2016, the consolidated statements of operations for the three and six months ended June 30, 2016 and 2015, changes in stockholders’ deficiency for the six months ended June 30, 2016 and cash flows for the six months ended June 30, 2016 and 2015 INVO Bioscience, Inc. (the “Company”), and the related information contained in these notes have been prepared by management and are unaudited. Certain prior year balances have been reclassified to conform to the current year presentation. These reclassifications did not affect previously reported net loss or stockholders’ deficiency. In the opinion of management, all adjustments (which include normal recurring and nonrecurring items) necessary to present fairly the Company’s financial position, results of operations and cash flows in conformity with generally accepted accounting principles for the periods presented have been made. Interim operating results are not necessarily indicative of operating results for a full year. The preparation of our unaudited consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Certain information and note disclosures normally included in the Company's annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2015 Annual Report on Form 10-K previously filed by the Company with the Securities and Exchange Commission. The Company considers events or transactions that have occurred after the unaudited consolidated balance sheet date of June 30, 2016, but prior to the filing of the unaudited consolidated financial statements with the SEC on this Quarterly Report on Form 10-Q, to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure, as applicable. Subsequent events have been evaluated through the date of the filing of this Quarterly Report on Form 10-Q with the SEC.

Note 2 - Recent Accounting Pron

Note 2 - Recent Accounting Pronouncements	6 Months Ended
	Jun. 30, 2016
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]
New Accounting Pronouncements and Changes in Accounting Principles [Text Block]	Note 2 – Recent Accounting Pronouncements In May 2016, FASB issued accounting standards update ASU-2016-12, Revenue from Contracts with Customers (Topic 606) – Narrow-Scope Improvements and Practical Expedients. The amendments do not change the core revenue recognition principle in Topic 606. The amendments provide clarifying guidance in certain narrow areas and add some practical expedients. These amendments are effective at the same time Topic 606 is effective. Topic 606 is effective for public entities for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein (i.e., January 1, 2018, for a calendar year entity). The Company is currently evaluating the impact of the adoption of ASU 2016-12 on the Company’s financial statements. In March 2016, the Financial Accounting Standards Board (FASB) issued FASB Accounting Standards Update (ASU) 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”. The amendments in this update simplify several aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This ASU is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. We are currently evaluating the effect that the adoption of this standard will have on our financial statements. In February 2016, the FASB issued FASB ASU 2016-02, “Leases (Topic 842)”. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. For operating leases, a lessee would be required to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the statement of financial position. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. We are currently evaluating the effect that the adoption of this ASU will have on our financial statements. In August 2014, the FASB issued Accounting Standards Update ASU 2014-15 “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. This update provides guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. The amendments contained in this update are effective for public and nonpublic entities for annual periods ending after December 15, 2016. We are currently assessing the impact of the adoption of ASU 2014-15, and we have not yet determined the effect of the standard on our ongoing financial reporting. There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flow.

Note 3 - Going Concern

Note 3 - Going Concern	6 Months Ended
	Jun. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Substantial Doubt about Going Concern [Text Block]	Note 3 – Going Concern As reflected in the accompanying unaudited consolidated financial statements for the quarter ended June 30, 2016, the Company is in its infancy with minimal revenues, had a net loss for the quarter of $1,455,709 and $4,447,268 for the three months ended June 30, 2015 and $1,637,021 and $4,591,926 for the six months ended June 30, 2016 and 2015, respectively, and a cumulative net loss of $17,455,737, a working capital deficiency of $4,149,552, a stockholder deficiency of $4,130,414 and cash used in operations of $168,390 for the six months ended June 30, 2016. This raises substantial doubt about its ability to continue as a going concern. The unaudited consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.

Note 4 - Inventory

Note 4 - Inventory	6 Months Ended
	Jun. 30, 2016
Inventory Disclosure [Abstract]
Inventory Disclosure [Text Block]	Note 4 – Inventory As of June 30, 2016 and December 31, 2015, the Company recorded the following inventory balances: June 30, 2016 December 31, 2015 Work in Process $ 26,664 $ 31,997 Finished Goods 61,093 33,423 Total Inventory $ 87,757 $ 65,420

Note 5 - Property and Equipment

Note 5 - Property and Equipment	6 Months Ended
	Jun. 30, 2016
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment Disclosure [Text Block]	Note 5 – Property and Equipment The estimated useful lives and accumulated depreciation for furniture, equipment and software are as follows as of June 30, 2016 and December 31, 2015: Estimated Useful Life Molds 3 to 7 years Computers and Software 3 to 5 years June 30, 2016 December 31, 2015 Manufacturing Equipment- Molds $ 35,263 $ 35,263 Accumulated Depreciation (35,263 ) (35,263 ) - - Network / IT Equipment 7,595 7,595 Less: Accumulated Depreciation (7,595 ) (7,595 ) $ - $ - During the three and six months ended June 30, 2016 and 2015 the Company recorded $0 in depreciation expense during both periods.

Note 6 - Patents

Note 6 - Patents	6 Months Ended
	Jun. 30, 2016
Disclosure Text Block [Abstract]
Intangible Assets Disclosure [Text Block]	Note 6 – Patents As of June 30, 2016 and December 31, 2015, the Company recorded the following patent balances: June 30, 2016 December 31, 2015 Total Patents $ 77,743 $ 77,743 Accumulated Amortization (58,605 ) (56,727 ) Patent costs, net $ 19,138 $ 21,016 During the three months ended June 30, 2016 and 2015, the Company recorded $469 and $1,408 respectively in amortization expenses. During the six months ended June 30, 2016 and 2015, the Company recorded $1,878 and $2,817 respectively in amortization expenses.

Note 7 - Convertible Notes and

Note 7 - Convertible Notes and Notes Payable	6 Months Ended
	Jun. 30, 2016
Disclosure Text Block [Abstract]
Long-term Debt [Text Block]	Note 7 – Convertible Notes and Notes Payable Convertible Notes During 2009, the Company issued senior secured convertible notes (“Bridge Notes”) payable to investors in the aggregate amount of $545,000. The Bridge Notes carry interest rates ranging between 10-12% and were due in full one year from the date of issuance and are past due. Both the Bridge Notes and the accrued interest thereon are convertible into Restricted Common Stock of the Company at a conversion price of $0.10 per share (the “Original Conversion Price”). If the Company were to issue any new shares of common stock within 24 months of the date of the Bridge Notes at a price below the Original Conversion Price, then the conversion price of the Bridge Notes would be adjusted to reflect the new lower price. In addition to the Bridge Notes, the Company issued warrants to purchase 5,750,000 shares of the Company’s Common Stock at a price of $0.20 per share as of the date of this filing. All the warrants have expired. The Company valued the conversion feature of the Bridge Notes and the warrants issued via the Black-Scholes valuation method. The total fair value calculated for the conversion feature was $1,473,710; $151,826 was allocated to discount on the Bridge Notes, and $1,341,884 was charged to operations. The total fair value calculated for the warrants was $1,719,666; $393,174 was allocated to discount on the Bridge Notes, and $1,326,492 was charged to operations. The aggregate discount on the Bridge Notes for the conversion feature and the warrants was $545,000, and the aggregate amount charged to operations was $2,668,371 which was recorded as a derivative liability on the Company’s consolidated balance sheet. In November and December 2009, principal in the aggregate amount of $235,000 of the Bridge Notes was converted into shares of Common Stock and the fair value of the derivative liability was recalculated and reduced to $108,000 with adjustments to revaluation expense of $486,000. The remaining discount of $545,000 was amortized to interest expense over the original one-year term of the Bridge Notes using the effective interest method; as of September 30, 2010 the full amount has been amortized. In July 2010, INVO Bioscience reached an agreement with one of the investors who had converted his bridge notes into shares to cancel those related 1,750,000 shares and the corresponding 1,750,000 warrants and apply the proceeds to the open subscription receivable balance he carried with the company. In May 2015, the Company negotiated the conversion of certain of the Bridge Notes and accrued interest into shares of common stock. The Company negotiated these conversions at a price lower than the conversion price stated in the original Bridge Note documents because the Bridge Notes were past due. These conversions were treated as a restructure of debt on the Company’s financial statements for the twelve months ended December 31, 2015. $300,000 of the Bridge Notes and accrued interest were converted into 12,470,900 shares of restricted common stock resulting in a loss on debt settlement in the amount of $4,332,155. The principal balances of the Convertible Notes was $10,000 and $10,000 as of June 30, 2016 and 2015 respectively. The related interest for the three months ended June 30, 2016 and 2015 was $250 and $5,548 respectively. The related interest for the six months ended June 30, 2016 and 2015 was $500 and $13,735 respectively.

Note 8 - Notes Payable and Othe

Note 8 - Notes Payable and Other Related Party Transactions	6 Months Ended
	Jun. 30, 2016
Related Party Transactions [Abstract]
Related Party Transactions Disclosure [Text Block]	Note 8 – Notes Payable and Other Related Party Transactions On September 18, 2008, the Company entered into a related party transaction with Dr. Claude Ranoux. Dr. Ranoux was then the President, Director and Chief Scientific Officer of the Company; as of the date of this filing he is a Director. Dr. Ranoux had loaned funds to the Company to sustain its operations since January 5, 2007 (inception). Dr. Ranoux’s total original cumulative investment as of December 31, 2008 was $96,462, as of December 31, 2015 it is $21,888 (“the Principal Amount”) in INVO Bioscience. On March 26, 2009, the Company and Dr. Ranoux agreed to re-write the agreement to a non-convertible note payable bearing interest at 5% per annum, the term of the note had been extended, and has been extended a couple of additional times, the current repayment date is October 31, 2018. The Company and Dr. Ranoux can jointly decide to repay the loan earlier without prepayment penalties. During the twelve months ended December 31, 2015, $20,000 respectively were repaid on the principal of the loan. On March 5, 2009, the Company entered into a related party transaction with Kathleen Karloff, the Chief Executive Officer and a Director of the Company. Ms. Karloff provided a short-term loan in the amount of $75,000 bearing interest at 5% per annum to the Company to fund operations. In May 2009, Ms. Karloff loaned to the Company an additional $13,000, making her total cumulative loan $88,000 as of December 31, 2011. This note was due on September 15, 2009, which has since been extended a few times to its current date of October 31, 2018. During the twelve months ended December 31, 2014, Ms. Karloff loaned the Company an additional $66,000 at an interest rate of 0% by entering into a note payable agreement in satisfaction of expenses incurred by her for amounts previously advanced to the Company. This note currently has the same expiration date as the others which is October 31, 2018. On December 28, 2009 James Bowdring, the brother of Director Robert Bowdring invested $100,000 acquiring 666,667 shares of restricted common stock. In April 2011, the Company issued a new short term convertible note (“Q211 Note”) payable to James Bowdring in the amount of $50,000. The Q211 Note carries a 10% interest rate and was due in full, two months from the date of issuance. The note was past due and is partially still open, as of this date the balance is $25,000. The Q211 Note is convertible into Common Stock of the Company at a conversion price of $0.03 per share, subject to adjustments. In addition to the Q211 Note, the Company issued warrants to purchase 1,666,667 shares of the Company’s Common Stock at a price of $0.03 per share, as of this date the warrants have expired. The Company valued the Q211 Note’s warrants issued as consideration for the notes payable via the Black-Scholes valuation method. The total fair value calculated for the conversion was approximately $39,500, and for the warrants was approximately $45,500 both of which were recorded as a derivative liability on the Company’s balance sheet. In September 2011, the Company made a principal payment on the Q211 Note in the amount of $25,000. In November 2011, the Company issued a new convertible note (“Q411 Note”) payable to James Bowdring in the amount of $10,000. The Q411 Note carries a 10% interest rate and is due in full, two months from the date of issuance. The Q411 Note is convertible into Common Stock of the Company at a conversion price of $0.01 per share, subject to adjustments. In addition to the Q411 Note, the Company issued warrants to purchase 500,000 shares of the Company’s Common Stock at a price of $0.02 per share, as of this date the warrants have expired. The Company valued the Bridge Note’s warrants issued as consideration for the notes payable via the Black-Scholes valuation method. The total fair value calculated for the conversion option was $2,345, and for the warrants was $4,076 both of which were recorded as a derivative liability on the Company’s balance sheet. In Other Related Party Transactions, we have been renting our corporate office from Forty Four Realty Trust which is owned by James Bowdring, the brother of Director, Robert Bowdring since November 2012. It is a month to month rental arrangement for less than the going fair market real estate rental rate. We have been paying $4,800 annually since 2012. In addition the Company purchases stationary supplies and marketing items at discounted rates from Superior Printing & Promotions which is also owned by James Bowdring and is in the same building as our corporate office. INVO Bioscience spent $0 with Superior Printing during both of the three and six months ended June 30, 2016 and 2015 respectively. Principal balances of the Related Party loans were as follows: June 30, 2016 December 31, 2015 Claude Ranoux Note $ 21,888 $ 21,888 James Bowdring – Q211 Note 25,000 25,000 James Bowdring- Q411 Note 10,000 10,000 Kathleen Karloff Note 154,000 154,000 Total $ 210,888 $ 210,888 Interest expense on the Related Party loans was $2,503 and $3,548 for the quarter ended June 30, 2016 and 2015, respectively. Accounts payable and accrued liabilities balances include expenses reports for Ms. Karloff, Dr. Ranoux and Mr. Bowdring for expenses they paid for personally related to travel or normal business expenses and interest owed on their notes to the Company are $145,000 and $142,000 as of June 30, 2016 and December 31, 2015 respectively.

Note 9 - Stockholders_ Equity

Note 9 - Stockholders’ Equity	6 Months Ended
	Jun. 30, 2016
Stockholders' Equity Note [Abstract]
Stockholders' Equity Note Disclosure [Text Block]	Note 9 – Stockholders’ Equity On April 20, 2017 the Company filed its Annual Report on Form 10K for the year ended December 31, 2016 all stock transactions for 2016 are incorporated by reference in that filing. Six months ended June 30, 2016: In May 2016, the Company issued 3,000,000 shares of common stock with a fair value of $1,080,000 to officers for compensation. In May 2016, the Company issued 511,000 shares of common stock with a fair value of $183,608 to service providers for services performed. Six months ended June 30, 2015: In February 2015, the Company sold 125,000 shares of common stock for cash of $25,000. In May 2015, investors requested the conversion of principal of convertible notes (Bridge Notes) with the Company in the amount of $300,000 and accrued interest and 12,470,900 shares of Common Stock were issued. The Company recorded a loss on settlement of debt in the amount of $4,332,155 with regard to this transaction. In June 2015, the Company issued 750,000 shares of common stock for cash proceeds of $60,000 pursuant to the exercise of warrants by an investor.

Note 10 - Stock Options and War

Note 10 - Stock Options and Warrants	6 Months Ended
	Jun. 30, 2016
Disclosure Text Block Supplement [Abstract]
Shareholders' Equity and Share-based Payments [Text Block]	Note 10 – Stock Options and Warrants As of June 30, 2016 the Company did not have any options or warrants to acquire shares of Common Stock outstanding. As of June 30, 2015 the Company had 1,000,000 warrants to acquire shares of restricted Common Stock outstanding.

Note 11 - Income Taxes

Note 11 - Income Taxes	6 Months Ended
	Jun. 30, 2016
Income Tax Disclosure [Abstract]
Income Tax Disclosure [Text Block]	Note 11 – Income Taxes The Company has adopted ASC 740-10, which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company’s total deferred tax liabilities, deferred tax assets and deferred tax asset valuation allowances at June 30, 2016 and December 31, 2015 are as follows: June 30, 2016 December 31, 2015 Total deferred tax assets $ 6,981,000 $ 6,327,000 Less valuation allowance (6,981,000 ) (6,327,000 ) Total deferred tax liabilities - - Net deferred tax asset (liability) $ - $ - Realization of deferred tax assets is dependent on future earnings, if any, the timing and amount of which is uncertain. Those amounts are therefore presented on the Company's balance sheets as a non-current asset. Utilization of the net operating loss carry forwards may be subject to substantial annual limitations, which may result in the expiration of net operating loss carry forwards before utilization.

Note 12 - Commitments and Conti

Note 12 - Commitments and Contingencies	6 Months Ended
	Jun. 30, 2016
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies Disclosure [Text Block]	Note 12 – Commitments and Contingencies A) Operating Leases In November 2012, INVO Bioscience entered into a below market, month to month rental agreement with Forty Four Realty Trust with for the space it requires. Forty Four Realty Trust is owned by investor James Bowdring, the brother of Director Robert Bowdring. B) Litigation INVO Bioscience, Inc., and two of its directors have been, since 2010, defending litigation brought by investors in an alleged predecessor of INVO Bioscience. On March 24, 2010, INVO Bioscience, Inc. and its corporate affiliate, Bio X Cell, Inc., Claude Ranoux, and Kathleen Karloff were served an Amended Complaint, the original of which was filed on December 31, 2009 at the Suffolk Superior Court Business Litigation Session by two terminated employees of Medelle Corporation (also named as a co-defendant but no longer active), who are also attorneys, and a former investor in and creditor of Medelle. These plaintiffs allege various claims of wrongdoing relating to the sale of assets of Medelle to Dr. Ranoux. Plaintiffs claim that Dr. Ranoux, Ms. Karloff, and Medelle (and therefore INVO Bioscience as an alleged successor corporation) violated alleged duties owed to plaintiffs in connection with the sale. Separate claims were also alleged against INVO Bioscience. Dr. Ranoux, Ms. Karloff, and INVO Bioscience have challenged these allegations, which they believe are baseless. The transfer of the assets of Medelle was professionally handled by an independent third party, after approval by the Medelle Board of Directors, representing a majority of its shareholders. Medelle’s Board voted to proceed with an assignment for the benefit of creditors (AFBC) and gave complete authority to the President & CEO at that time (neither Dr. Ranoux nor Ms. Karloff) to work with the third-party assignee and to get the best possible price for those assets. The third party was responsible for notifying all the appropriate parties and for filing notices in various professional publications and newspapers of Medelle’s intention to sell its assets. The third party also contacted numerous large medical device and bio-pharma companies to learn if they would be interested in acquiring the assets. After a private sale was deemed unlikely, the assignee of the assets elected to proceed with a sealed-bid auction of the assets. On the day of the auction, Dr. Ranoux submitted the only bid and was awarded the assets, upon full payment. During 2010, Dr. Ranoux, Ms. Karloff, and INVO Bioscience filed Motions to Dismiss as to all claims, pursuant to M.R.Civ. P. 12(b)(6). In a written Decision rendered on November 12, 2010, the judge dismissed all claims against INVO, Bio X Cell, and Ms. Karloff, and also dismissed the claims against Dr. Ranoux alleging civil conspiracy and breach of M.G.L. c. 93A. The judge denied Dr. Ranoux’s motion to dismiss the remaining breach of fiduciary duty and fraud claims. The plaintiffs allege in their Amended Complaint that Dr. Ranoux committed fraud by failing to inform them of the details of the Medelle auction. The claims against Dr. Ranoux that survived the November 2010 dismissal order were submitted to binding arbitration. On February 15, 2013, the mutually-agreed arbitrator ruled in favor of Dr. Ranoux. The award held that Dr. Ranoux did not withhold information about the auction of Medelle’s assets and expressed doubt that the plaintiffs would have invested the resources necessary to make a beneficial use of the assets. The arbitrator’s award then was confirmed by the Superior Court on August 21, 2013. The Superior Court’s confirmation of the award was affirmed on appeal on October 20, 2013 by the Massachusetts Appeals Court. The Massachusetts Supreme Judicial Court then denied further appellate review. On October 18, 2016, following motions and argument, the Superior Court issued a memorandum of decision and order denying plaintiffs’ motion for entry of default judgment and assessment of damages against Medelle and allowed the motion of INVO Bioscience, Bio X Cell, and Ms. Karloff for entry of final judgment of dismissal. The foregoing order was converted to a final judgment dismissing all claims against all defendants and entered on the docket on October 27, 2016. On November 28, 2016, plaintiffs filed an amended notice of appeal from the Superior Court’s decision of October 17, 2016 and the subsequent judgment entered on October 27, 2016. The appeal further challenges the order of dismissal from November, 2010. Plaintiffs did not appeal from the dismissal of the claims against Ms. Karloff, so the judgment in her favor is now final, leaving claims against INVO Bioscience, Bio X Cell, Medelle, and Dr. Ranoux. INVO Bioscience and Bio X Cell intend a vigorous opposition to the current appeal, consistent with their previous positions that no breach of duty occurred in the sale of Medelle’s assets. It is assumed that Dr. Ranoux will oppose the appeal as well. Outside of the above-mentioned litigation, neither INVO Bioscience nor Bio X Cell, our wholly-owned subsidiary, either directly or indirectly, are involved in any lawsuit outside the ordinary course of business, the disposition of which would have a material effect upon either our results of operation, financial position, or cash flows.

Note 13 - Subsequent Events

Note 13 - Subsequent Events	6 Months Ended
	Jun. 30, 2016
Subsequent Events [Abstract]
Subsequent Events [Text Block]	Note 13 – Subsequent Events On April 20, 2017 the Company filed its Annual Report on Form 10K for the year ended December 31, 2016 and on May 15, 2017 file it Current Report on Form 10Q for the three months ended March 31, 2017 any subsequent events are incorporated by reference in those two filings. The Company has evaluated subsequent events through the date the financial statements were released.

Note 4 - Inventory (Tables)

Note 4 - Inventory (Tables)	6 Months Ended
	Jun. 30, 2016
Inventory Disclosure [Abstract]
Schedule of Inventory, Current [Table Text Block]	As of June 30, 2016 and December 31, 2015, the Company recorded the following inventory balances: June 30, 2016 December 31, 2015 Work in Process $ 26,664 $ 31,997 Finished Goods 61,093 33,423 Total Inventory $ 87,757 $ 65,420

Note 5 - Property and Equipme20

Note 5 - Property and Equipment (Tables)	6 Months Ended
	Jun. 30, 2016
Note 5 - Property and Equipment (Tables) [Line Items]
Property, Plant and Equipment [Table Text Block]	The estimated useful lives and accumulated depreciation for furniture, equipment and software are as follows as of June 30, 2016 and December 31, 2015: June 30, 2016 December 31, 2015 Manufacturing Equipment- Molds $ 35,263 $ 35,263 Accumulated Depreciation (35,263 ) (35,263 ) - - Network / IT Equipment 7,595 7,595 Less: Accumulated Depreciation (7,595 ) (7,595 ) $ - $ -
Estimated Useful Life [Member]
Note 5 - Property and Equipment (Tables) [Line Items]
Property, Plant and Equipment [Table Text Block]	The estimated useful lives and accumulated depreciation for furniture, equipment and software are as follows as of June 30, 2016 and December 31, 2015: Estimated Useful Life Molds 3 to 7 years Computers and Software 3 to 5 years

Note 6 - Patents (Tables)

Note 6 - Patents (Tables)	6 Months Ended
	Jun. 30, 2016
Disclosure Text Block [Abstract]
Schedule of Finite-Lived Intangible Assets [Table Text Block]	As of June 30, 2016 and December 31, 2015, the Company recorded the following patent balances: June 30, 2016 December 31, 2015 Total Patents $ 77,743 $ 77,743 Accumulated Amortization (58,605 ) (56,727 ) Patent costs, net $ 19,138 $ 21,016

Note 8 - Notes Payable and Ot22

Note 8 - Notes Payable and Other Related Party Transactions (Tables)	6 Months Ended
	Jun. 30, 2016
Related Party Transactions [Abstract]
Schedule of Related Party Transactions [Table Text Block]	Principal balances of the Related Party loans were as follows: June 30, 2016 December 31, 2015 Claude Ranoux Note $ 21,888 $ 21,888 James Bowdring – Q211 Note 25,000 25,000 James Bowdring- Q411 Note 10,000 10,000 Kathleen Karloff Note 154,000 154,000 Total $ 210,888 $ 210,888

Note 11 - Income Taxes (Tables)

Note 11 - Income Taxes (Tables)	6 Months Ended
	Jun. 30, 2016
Income Tax Disclosure [Abstract]
Schedule of Deferred Tax Assets and Liabilities [Table Text Block]	The Company’s total deferred tax liabilities, deferred tax assets and deferred tax asset valuation allowances at June 30, 2016 and December 31, 2015 are as follows: June 30, 2016 December 31, 2015 Total deferred tax assets $ 6,981,000 $ 6,327,000 Less valuation allowance (6,981,000 ) (6,327,000 ) Total deferred tax liabilities - - Net deferred tax asset (liability) $ - $ -

Note 3 - Going Concern (Details

Note 3 - Going Concern (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net Income (Loss) Attributable to Parent	$ (1,455,709)	$ (4,447,268)	$ (1,637,021)	$ (4,591,926)
Retained Earnings (Accumulated Deficit)	(17,455,737)		(17,455,737)		$ (15,818,716)
Working Capital (Deficit)	(4,149,552)		(4,149,552)
Stockholders' Equity Attributable to Parent	$ (4,130,414)		(4,130,414)		$ (3,757,002)
Net Cash Provided by (Used in) Operating Activities			$ (168,390)	$ (24,003)

Note 4 - Inventory (Details) -

Note 4 - Inventory (Details) - Schedule of Inventory, Current - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Schedule of Inventory, Current [Abstract]
Work in Process	$ 26,664	$ 31,997
Finished Goods	61,093	33,423
Total Inventory	$ 87,757	$ 65,420

Note 5 - Property and Equipme26

Note 5 - Property and Equipment (Details) - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Property, Plant and Equipment [Abstract]
Depreciation	$ 0	$ 0

Note 5 - Property and Equipme27

Note 5 - Property and Equipment (Details) - Property, Plant and Equipment	6 Months Ended
	Jun. 30, 2016
Tools, Dies and Molds [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Lives	3 years
Tools, Dies and Molds [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Lives	7 years
Computer Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Lives	3 years
Computer Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Lives	5 years

Note 5 - Property and Equipme28

Note 5 - Property and Equipment (Details) - Property, Plant and Equipment - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Property, Plant, Equipment, Net	$ 0	$ 0
Tools, Dies and Molds [Member]
Property, Plant and Equipment [Line Items]
Property, Plant, Equipment, Gross	35,263	35,263
Accumulated Depreciation	(35,263)	(35,263)
Property, Plant, Equipment, Net	0	0
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant, Equipment, Gross	7,595	7,595
Accumulated Depreciation	(7,595)	(7,595)
Property, Plant, Equipment, Net	$ 0	$ 0

Note 6 - Patents (Details)

Note 6 - Patents (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Disclosure Text Block [Abstract]
Amortization of Intangible Assets	$ 469	$ 1,408	$ 1,878	$ 2,817

Note 6 - Patents (Details) - Sc

Note 6 - Patents (Details) - Schedule of Finite-Lived Intangible Assets - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Schedule of Finite-Lived Intangible Assets [Abstract]
Total Patents	$ 77,743	$ 77,743
Accumulated Amortization	(58,605)	(56,727)
Patent costs, net	$ 19,138	$ 21,016

Note 7 - Convertible Notes an31

Note 7 - Convertible Notes and Notes Payable (Details) - USD ($)	1 Months Ended			3 Months Ended		6 Months Ended		12 Months Ended
	May 31, 2015	Jun. 30, 2010	Sep. 30, 2009	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2009	May 31, 2010
Note 7 - Convertible Notes and Notes Payable (Details) [Line Items]
Debt Conversion, Original Debt, Amount	$ 300,000					$ 0	$ 4,824,896
Debt Conversion, Converted Instrument, Shares Issued (in Shares)	12,470,900
Interest Expense, Debt						500	13,735
Convertible Debt [Member]
Note 7 - Convertible Notes and Notes Payable (Details) [Line Items]
Convertible Debt, Current				$ 10,000	$ 10,000	$ 10,000	$ 10,000
Convertible Debt [Member] | Bridge Note [Member]
Note 7 - Convertible Notes and Notes Payable (Details) [Line Items]
Debt Instrument, Face Amount								$ 545,000
Debt Instrument, Term								1 year
Debt Instrument, Convertible, Conversion Price (in Dollars per share)								$ 0.10
Debt Instrument, Convertible, Terms of Conversion Feature								If the Company were to issue any new shares of common stock within 24 months of the date of the Bridge Notes at a price below the Original Conversion Price, then the conversion price of the Bridge Notes would be adjusted to reflect the new lower price.
Class of Warrant or Rights, Granted (in Shares)								5,750,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)								$ 0.20
Debt Instrument, Convertible, Beneficial Conversion Feature								$ 1,473,710
Debt Instrument, Unamortized Discount								545,000
Other Noncash Expense								1,341,884
Debt Instrument, Convertible, Carrying Amount of Equity Component								1,719,666
Excess Value of Warrant Liability								1,326,492
Derivative Liability, Current			$ 108,000					2,668,371
Debt Conversion, Original Debt, Amount	$ 300,000		235,000
Derivative, Gain (Loss) on Derivative, Net			$ 486,000
Stock Issued During Period, Shares, Other (in Shares)		1,750,000
Class of Warrant or Rights, Cancelled or Expired (in Shares)		1,750,000
Debt Conversion, Converted Instrument, Shares Issued (in Shares)	12,470,900
Gains (Losses) on Restructuring of Debt	$ 4,332,155
Interest Expense, Debt				$ 250	$ 5,548
Convertible Debt [Member] | Bridge Note [Member] | Discount Related to Beneficial Conversion Feature [Member]
Note 7 - Convertible Notes and Notes Payable (Details) [Line Items]
Debt Instrument, Unamortized Discount								151,826
Convertible Debt [Member] | Bridge Note [Member] | Debt Discount Related to Warrants [Member]
Note 7 - Convertible Notes and Notes Payable (Details) [Line Items]
Debt Instrument, Unamortized Discount								$ 393,174
Convertible Debt [Member] | Q2 Note [Member]
Note 7 - Convertible Notes and Notes Payable (Details) [Line Items]
Derivative Liability, Current									$ 545,000
Convertible Debt [Member] | Minimum [Member] | Bridge Note [Member]
Note 7 - Convertible Notes and Notes Payable (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage								10.00%
Convertible Debt [Member] | Maximum [Member] | Bridge Note [Member]
Note 7 - Convertible Notes and Notes Payable (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage								12.00%

Note 8 - Notes Payable and Ot32

Note 8 - Notes Payable and Other Related Party Transactions (Details) - USD ($)	Dec. 28, 2009	Mar. 26, 2009	Nov. 30, 2012	Nov. 30, 2011	Sep. 30, 2011	Apr. 30, 2011	May 31, 2009	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2011	Mar. 05, 2009	Dec. 31, 2008
Note 8 - Notes Payable and Other Related Party Transactions (Details) [Line Items]
Notes Payable, Related Parties								$ 210,888		$ 210,888		$ 210,888
Interest Expense, Related Party										2,503	$ 3,548
Accounts Payable, Related Parties, Current								145,000		145,000		142,000
President, Director, and Chief Scientific Officer [Member]
Note 8 - Notes Payable and Other Related Party Transactions (Details) [Line Items]
Due to Related Parties, Current												21,888				$ 96,462
Debt Instrument, Interest Rate, Stated Percentage		5.00%
Debt Instrument, Maturity Date		Oct. 31, 2018
Repayments of Related Party Debt												20,000
Chief Executive Officer [Member]
Note 8 - Notes Payable and Other Related Party Transactions (Details) [Line Items]
Due to Related Parties, Current														$ 88,000
Debt Instrument, Interest Rate, Stated Percentage													0.00%		5.00%
Debt Instrument, Maturity Date							Oct. 31, 2018
Debt Instrument, Face Amount															$ 75,000
Proceeds from Related Party Debt							$ 13,000						$ 66,000
Notes Payable, Related Parties								154,000		154,000		154,000
Immediate Family Member of Management or Principal Owner [Member]
Note 8 - Notes Payable and Other Related Party Transactions (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage				10.00%		10.00%
Repayments of Related Party Debt					$ 25,000
Debt Instrument, Face Amount	$ 100,000			$ 10,000		$ 50,000
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares)	666,667
Debt Instrument, Term				2 months		2 months
Notes Payable, Related Parties												$ 25,000
Debt Instrument, Convertible, Conversion Price (in Dollars per share)				$ 0.01								$ 0.03
Class of Warrant or Rights, Granted (in Shares)				500,000		1,666,667
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)				$ 0.02		$ 0.03
Debt Instrument, Convertible, Beneficial Conversion Feature				$ 2,345		$ 39,500
Debt Instrument, Convertible, Carrying Amount of Equity Component				$ 4,076		$ 45,500
Immediate Family Member of Management or Principal Owner [Member] | Building [Member]
Note 8 - Notes Payable and Other Related Party Transactions (Details) [Line Items]
Operating Leases, Rent Expense, Minimum Rentals			$ 4,800
Operating Leases, Rent Expense								$ 0	$ 0	$ 0	$ 0

Note 8 - Notes Payable and Ot33

Note 8 - Notes Payable and Other Related Party Transactions (Details) - Schedule of Related Party Transactions - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Related Party Transaction [Line Items]
Related Party Loans	$ 210,888	$ 210,888
Director [Member]
Related Party Transaction [Line Items]
Related Party Loans	21,888	21,888
Immediate Family Member of Management or Principal Owner [Member]
Related Party Transaction [Line Items]
Related Party Loans		25,000
Immediate Family Member of Management or Principal Owner [Member] | Q2 2011 Note [Member]
Related Party Transaction [Line Items]
Related Party Loans	25,000	25,000
Immediate Family Member of Management or Principal Owner [Member] | Q4 2011 Note [Member]
Related Party Transaction [Line Items]
Related Party Loans	10,000	10,000
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Related Party Loans	$ 154,000	$ 154,000

Note 9 - Stockholders_ Equity (

Note 9 - Stockholders’ Equity (Details) - USD ($)	1 Months Ended				3 Months Ended		6 Months Ended
	May 31, 2016	Jun. 30, 2015	May 31, 2015	Feb. 28, 2015	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Note 9 - Stockholders’ Equity (Details) [Line Items]
Stock Issued During Period, Shares, Share-based Compensation, Gross (in Shares)	3,000,000
Stock Issued During Period, Value, Share-based Compensation, Gross	$ 1,080,000
Stock Issued During Period, Shares, Issued for Services (in Shares)	511,000
Stock Issued During Period, Value, Issued for Services	$ 183,608
Debt Conversion, Original Debt, Amount			$ 300,000				$ 0	$ 4,824,896
Debt Conversion, Converted Instrument, Shares Issued (in Shares)			12,470,900
Gain (Loss) on Extinguishment of Debt			$ 4,332,155		$ 0	$ (4,332,155)	$ 0	$ (4,332,155)
Stock Issued for Cash [Member]
Note 9 - Stockholders’ Equity (Details) [Line Items]
Stock Issued During Period, Shares, New Issues (in Shares)				125,000
Stock Issued During Period, Value, New Issues				$ 25,000
Stock Issued for Warrant Exercise #2 [Member]
Note 9 - Stockholders’ Equity (Details) [Line Items]
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares)		750,000
Proceeds from Warrant Exercises		$ 60,000

Note 10 - Stock Options and W35

Note 10 - Stock Options and Warrants (Details)	Jun. 30, 2015shares
Disclosure Text Block Supplement [Abstract]
Class of Warrant or Right, Outstanding	1,000,000

Note 11 - Income Taxes (Details

Note 11 - Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Schedule of Deferred Tax Assets and Liabilities [Abstract]
Total deferred tax assets	$ 6,981,000	$ 6,327,000
Less valuation allowance	(6,981,000)	(6,327,000)
Total deferred tax liabilities	0	0
Net deferred tax asset (liability)	$ 0	$ 0