Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 20, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-54296 | |
Entity Registrant Name | AXIM Biotechnologies, Inc. | |
Entity Central Index Key | 0001514946 | |
Entity Tax Identification Number | 27-4029386 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 6191 Cornerstone Court | |
Entity Address, Address Line Two | E. Suite 114 | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92121 | |
City Area Code | 858 | |
Local Phone Number | 923-4422 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 133,261,989 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 202,185 | $ 457,181 |
Accounts receivables | 11,873 | |
Prepaid expenses | 177,258 | 255,923 |
Inventory | 20,509 | |
Total current assets | 411,825 | 713,104 |
Property and equipment, net of accumulated depreciation | 110,932 | 104,094 |
Other Assets: | ||
Notes receivable- related party | 103,755 | 103,242 |
Goodwill | 2,458,233 | 2,458,233 |
Developed research in progress, net of accumulated amortization | 7,158,904 | 7,800,000 |
Security deposit | 5,000 | 5,000 |
Operating lease right-of-use asset | 104,185 | 130,722 |
Total other assets | 9,830,077 | 10,497,197 |
TOTAL ASSETS | 10,352,834 | 11,314,395 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 853,210 | 1,073,142 |
Lease liability obligations (see note 15) | 58,540 | 53,851 |
Due to shareholder | 180 | 180 |
Due to first insurance funding | 98,888 | 25,369 |
Promissory note (including accrued interest of $29,234 and $19,507, respectively)(see note 7) | 353,452 | 343,725 |
Total current liabilities | 1,364,270 | 1,496,267 |
Long-term liabilities: | ||
Deferred tax liability | 2,340,000 | 2,340,000 |
Convertible note payable (including accrued interest of $192,521 and $236,148, respectively) net of unamortized debt discount of $640,552 and $843,673, respectively(see note 10) | 1,336,282 | 1,676,788 |
Convertible note payable - related party (including accrued interest of $229,037 and $158,648, respectively) | 4,229,037 | 4,158,648 |
Lease liability obligations (see note 15) | 45,645 | 76,871 |
Total long-term liabilities | 7,950,964 | 8,252,307 |
TOTAL LIABILITIES | 9,315,234 | 9,748,574 |
STOCKHOLDERS' DEFICIT | ||
Common stock, $0.0001 par value, 300,000,000 shares authorized 133,024,435 and 125,327,579 shares issued and outstanding, respectively | 13,302 | 12,533 |
Additional paid in capital | 47,763,130 | 43,201,186 |
Subscription receivable | (332,500) | |
Common stock to be issued | 135,000 | 201,974 |
Accumulated deficit | (46,541,382) | (41,849,922) |
TOTAL STOCKHOLDERS' DEFICIT | 1,037,600 | 1,565,821 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 10,352,834 | 11,314,395 |
Series B Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred Stock, Value, Issued | ||
Series C Convertible Preferred Stock | ||
STOCKHOLDERS' DEFICIT | ||
Preferred Stock, Value, Issued | $ 50 | $ 50 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Unamortized debt discount | $ 640,552 | $ 843,673 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 |
Common Stock, Shares, Issued | 133,024,435 | 125,327,579 |
Common Stock, Shares, Outstanding | 133,024,435 | 125,327,579 |
Series B Convertible Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 500,000 | 500,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Series C Convertible Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 500,000 | 500,000 |
Preferred Stock, Shares Issued | 500,000 | 500,000 |
Preferred Stock, Shares Outstanding | 500,000 | 500,000 |
Promissory note - related party | ||
Interest Payable, Current | $ 29,234 | $ 19,507 |
Convertible note payable | ||
Interest Payable, Current | 192,521 | 236,148 |
Unamortized debt discount | 640,552 | 843,673 |
Convertible note payable - related party | ||
Interest Payable, Current | $ 229,037 | $ 158,648 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 14,875 | $ 47,524 | ||
Cost of goods sold | ||||
Gross profit | 14,875 | 47,524 | ||
Operating Expenses: | ||||
Research and development expenses | 48,066 | 121,437 | 149,019 | 126,292 |
Selling, general and administrative | 1,499,917 | 537,140 | 2,293,263 | 1,257,816 |
Amortization of Other Assets | 641,096 | 641,096 | ||
Depreciation | 6,834 | 4,285 | 13,184 | 5,124 |
Total operating expenses from continuing operations | 2,195,913 | 662,862 | 3,096,562 | 1,389,232 |
Gain (Loss) from continuing operations | (2,181,038) | (662,862) | (3,049,038) | (1,389,232) |
Other (income) expenses: | ||||
Interest income | (257) | (158) | (513) | (158) |
Income from Grants from Government | (129,995) | (219,995) | ||
Unrealized loss (gain) on marketable securities | 104,705 | |||
Realized loss (gain) on marketable securities | 109,040 | 109,040 | ||
Amortization of note discount | 181,295 | 22,071 | 203,122 | 41,432 |
Loss on Extinguishment of Debt | 1,535,264 | 1,535,264 | ||
Interest expense | 59,576 | 55,957 | 119,908 | 106,075 |
Total other (income) expenses | 1,645,883 | 186,910 | 1,637,786 | 361,094 |
Loss before provision of income tax | (3,826,921) | (849,772) | (4,686,824) | (1,750,326) |
Provision for income tax | ||||
Income (loss) from continuing operations | (3,826,921) | (849,772) | (4,686,824) | (1,750,326) |
Income (loss) from discontinued operations | 770,383 | (4,633) | (357,430) | |
NET INCOME / LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (3,826,921) | $ (79,389) | $ (4,691,457) | $ (2,107,756) |
Earnings per share from continuing operations | ||||
Basic | $ (0.03) | $ (0.01) | $ (0.04) | $ (0.02) |
Diluted | (0.03) | (0.01) | (0.04) | (0.02) |
Earnings per share from discontinued operations | ||||
Basic | 0.01 | 0 | 0 | |
Diluted | 0.01 | 0 | 0 | |
Earnings per share | ||||
Basic | (0.03) | 0 | (0.04) | (0.02) |
Diluted | $ (0.03) | $ 0 | $ (0.04) | $ (0.02) |
Weighted average common shares outstanding - basic and diluted | 129,741,614 | 128,464,227 | 127,740,107 | 101,877,631 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statement of Stockholders' Deficit - USD ($) | Common Stock [Member] | Series B Convertible Preferred Stock [Member] | Series C Convertible Preferred Stock | Common Stock To Be Issued [Member] | Additional Paid-in Capital [Member] | Subscription Receivable [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 6,486 | $ 50 | $ 50 | $ 50,000 | $ 28,623,060 | $ (35,440,042) | $ (6,760,397) | |
Beginning balance, shares at Dec. 31, 2019 | 64,854,539 | 500,000 | 500,000 | |||||
Common stock to be issued for Note receivable and True-up adjustment | ||||||||
Common stock issued against common stock to be issued received in PY | $ 25 | (50,000) | 49,975 | |||||
Common stock issued against common stock to be issued received in PY, Shares | 250,000 | |||||||
Common stock issued for services | $ 66 | 287,434 | 287,500 | |||||
Common stock issued for services, shares | 662,839 | |||||||
Common stock issued under registration statement on Form S-3 | $ 355 | 962,145 | 962,500 | |||||
Common stock issued under registration statement on Form S-3, Shares | 3,541,667 | |||||||
Subscription price adjustment | (518,948) | (518,948) | ||||||
Beneficial conversion of 190K convertible note | 190,000 | 190,000 | ||||||
Common stock issued for acquisition | $ 5,400 | 7,500,600 | 7,506,000 | |||||
Common stock issued for acquisition, Shares | 54,000,000 | |||||||
Net loss | (2,028,367) | (2,028,367) | ||||||
Ending balance, value at Mar. 31, 2020 | $ 12,331 | $ 50 | $ 50 | 37,094,266 | (37,468,409) | (361,712) | ||
Ending Balance, shares at Mar. 31, 2020 | 123,309,045 | 500,000 | 500,000 | |||||
Common stock issued under registration statement on Form S-3 | $ 395 | 547,605 | 548,000 | |||||
Common stock issued under registration statement on Form S-3, Shares | 3,953,125 | |||||||
Subscription price adjustment | (90,887) | (90,887) | ||||||
Net loss | (79,389) | (79,389) | ||||||
Common stock to be issued | 135,000 | 135,000 | ||||||
Common stock issued for severance | $ 48 | 149,952 | 150,000 | |||||
Common stock issued for severance, shares | 477,025 | |||||||
Common stock issued per stock purchase agreement | $ 397 | 699,603 | 700,000 | |||||
Common stock issued per stock purchase agreement, shares | 3,975,383 | |||||||
Series B preferred stock retirement | $ (50) | (50) | ||||||
Series B preferred stock retirement, shares | (500,000) | |||||||
Retired common stock | $ (1,857) | (1,857) | ||||||
Retired common stock, shares | (18,570,356) | |||||||
Ending balance, value at Jun. 30, 2020 | $ 11,314 | 50 | 135,000 | 38,400,539 | (37,547,798) | 999,105 | ||
Ending Balance, shares at Jun. 30, 2020 | 113,144,222 | |||||||
Beginning balance, value at Dec. 31, 2020 | $ 12,533 | $ 50 | 201,974 | 43,201,186 | (41,849,922) | 1,565,821 | ||
Beginning balance, shares at Dec. 31, 2020 | 125,327,579 | 500,000 | ||||||
Common stock to be issued for Note receivable and True-up adjustment | ||||||||
Common stock to be issued for purchase of shares | 168,500 | 168,500 | ||||||
Common stock issued against common stock to be issued received in PY | $ 11 | (66,974) | 66,963 | |||||
Common stock issued against common stock to be issued received in PY, Shares | 108,965 | |||||||
Common stock issued for severance payable of discontinued operation | $ 38 | 224,963 | 225,001 | |||||
Common stock issued for severance payable of discontinued operation, Shares | 379,463 | |||||||
Common stock issued for cash | $ 171 | 433,829 | 434,000 | |||||
Common stock issued for cash, Shares | 1,712,500 | |||||||
Stock based compensation - stock options | 99,742 | 99,742 | ||||||
Net loss | (864,536) | (864,536) | ||||||
Ending balance, value at Mar. 31, 2021 | $ 12,753 | $ 50 | 303,500 | 44,026,683 | (42,714,458) | 1,628,528 | ||
Ending Balance, shares at Mar. 31, 2021 | 127,528,507 | 500,000 | ||||||
Beginning balance, value at Dec. 31, 2020 | $ 12,533 | $ 50 | 201,974 | 43,201,186 | (41,849,922) | 1,565,821 | ||
Beginning balance, shares at Dec. 31, 2020 | 125,327,579 | 500,000 | ||||||
Ending balance, value at Jun. 30, 2021 | $ 13,302 | $ 50 | 135,000 | 47,763,130 | (332,500) | (46,541,382) | 1,037,600 | |
Ending Balance, shares at Jun. 30, 2021 | 133,024,435 | 500,000 | ||||||
Beginning balance, value at Mar. 31, 2021 | $ 12,753 | $ 50 | 303,500 | 44,026,683 | (42,714,458) | 1,628,528 | ||
Beginning balance, shares at Mar. 31, 2021 | 127,528,507 | 500,000 | ||||||
Common stock issued for cash | $ 123 | (152,500) | 402,376 | 249,999 | ||||
Common stock issued for cash, Shares | 1,234,113 | |||||||
Convertible note and accrued interest converted to common stock | $ 265 | 582,442 | 582,707 | |||||
Convertible note and accrued interest converted to common stock, shares | 2,647,464 | |||||||
Other | $ 50 | 332,450 | (332,500) | |||||
Other, shares | 500,000 | |||||||
Stock based compensation - stock options | 91,526 | 91,526 | ||||||
Loss on extinguishment of debt | 1,535,264 | 1,535,264 | ||||||
Common stock issued for services | $ 111 | (16,000) | 792,389 | 776,500 | ||||
Common stock issued for services, shares | 1,114,351 | |||||||
Net loss | (3,826,924) | (3,826,924) | ||||||
Ending balance, value at Jun. 30, 2021 | $ 13,302 | $ 50 | $ 135,000 | $ 47,763,130 | $ (332,500) | $ (46,541,382) | $ 1,037,600 | |
Ending Balance, shares at Jun. 30, 2021 | 133,024,435 | 500,000 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,691,457) | $ (2,107,756) |
Less: Gain (Loss) from discontinued operations | (4,633) | (357,430) |
Loss from continuing operations | (4,686,824) | (1,750,326) |
Adjustments to reconcile net loss to cash provided by (used in) operating activities: | ||
Depreciation | 13,184 | 5,124 |
Stock based compensation | 191,266 | 287,500 |
Amortization of prepaid insurance/expense | 216,158 | 68,079 |
Amortization of debt discount | 203,121 | 41,432 |
Common stock issued for services | 776,500 | |
Amortization(impairment) of intangible assets | 641,096 | 6,763 |
Loss on extinguishment of debt | 1,535,264 | |
Unrealized (gain) loss on marketable securities | 104,705 | |
Realized (gain) loss on marketable securities | 109,040 | |
Changes in operating assets & liabilities: | ||
Increase in accounts receivable | (11,872) | |
(Increase) in interest receivable | (514) | |
Increase in prepaid insurance/expenses | (137,493) | (94,779) |
Increase in inventory | (20,509) | |
Increase in accounts payable and accrued expenses | 124,263 | 209,784 |
Net cash provided by (used in) operating activities from continuing operations | (1,156,360) | (1,012,678) |
Net cash provided by (used in) operating activities from discontinued operations | (4,633) | (797,939) |
Net cash provided by (used in) operating activities | (1,160,993) | (1,810,617) |
CASH FLOW FROM INVESTING ACTIVITIES: | ||
Cash acquired in acquisition | 79,814 | |
Purchase of property and equipment | (20,022) | (70,828) |
Net cash provided by (used in) investing activities from continuing operations | (20,022) | 8,986 |
Net cash provided by (used in) investing activities from discontinued operations | ||
Net cash provided by (used in) investing activities | (20,022) | 8,986 |
CASH FLOW FROM FINANCING ACTIVITIES: | ||
Common stock issued under registration statement on Form S-3 | 1,510,500 | |
Common stock issued under SPA | 852,500 | 700,000 |
Proceed from First Insurance Funding | 73,519 | 35,933 |
Net cash provided by (used in) continuing financing activities | 926,019 | 2,246,433 |
Net cash provided by (used in) discontinued financing activities | (65,000) | |
Net cash provided by (used in) financing activities | 926,019 | 2,181,433 |
Net (decrease) increase in cash and cash equivalents | (254,996) | 379,802 |
Cash and cash equivalents at beginning of period | 457,181 | 511,630 |
Cash and cash equivalents at end of period | 202,185 | 891,432 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Interest | ||
Income taxes - net of tax refund | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Common stock issued against common stock to be issued | 66,974 | 50,000 |
Account receivable against conversion of debt and interest | 75,074 | |
Common stock issued for severance | 225,000 | 150,000 |
Shares issued for acquisition of Sapphire Biotechnology | 7,506,000 | |
Deferred tax liability accounted for as a result of Sapphire Biotech Acquisition | 1,845,000 | |
Assets acquired and liability assumed for as a result of Sapphire Biotech Acquisition | 525,365 | |
BCF related to discount on conversion | 190,000 | |
Common stock issued for note receivable | 135,000 | |
Adoption of lease obligation and ROU asset | 164,910 | |
Common stock retired | 1,857 | |
Subscription price adjustment | 609,835 | |
Convertible note and accrued interest converted to common stock | 582,707 | |
Others | $ 71,782 |
NOTE 1_ ORGANIZATION
NOTE 1: ORGANIZATION | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NOTE 1: ORGANIZATION | NOTE 1: ORGANIZATION Axim Biotechnologies, Ind., (the “Company”) was originally incorporated in Nevada on November 18, 2010 On March 17, 2020, the Company acquired Sapphire Biotech, Inc., (“Sapphire’) which is r esearch and Development Company that has a mission to improve global cancer care through the development of proprietary therapeutics for inhibiting cancer growth and metastasis. Sapphire is also developing a line of novel diagnostics for early cancer detection, response to treatment, and recurrence monitoring. Sapphire’s operations are located in the Greater San Diego Area. Company Developments – Divesture of Cannabis Related Assets On May 6, 2020 (the “Effective Date”), AXIM Biotechnologies, Inc., a Nevada corporation (the “Company”), entered into an Agreement (the “Separation Agreement”) by and among the Company, CanChew License Company (“CanCo”), CanChew Biotechnologies, LLC (“CanChew”), Medical Marijuana, Inc., Dr. George A. Anastassov (“Dr. Anastassov”), Dr. Philip A. Van Damme (“Dr. Van Damme”), Lekhram Changoer (“Mr. Changoer”), Sanammad Foundation, Netherlands and Sanammad Foundation, US (collectively, the “Sanammad Parties”), pursuant to which, among other matters as described herein, Drs. Anastassov and Van Damme and Mr. Changoer resigned as members of the Company’s Board of Directors. Pursuant to the Separation Agreement, the Company transferred and assigned to an entity designated by Dr. Anastassov all of the Company’s cannabis-related intellectual property other than the inventions and discoveries described in that certain cannabis-related patent application filed by the Company’s wholly-owned subsidiary, Sapphire Biotech, Inc. (water-soluble cannabinoid molecules). The Company also transferred 100% of its interest in CanCo and CanChew to an entity designated by Dr. Anastassov. In consideration for the transfers set forth above, any and all indebtedness owed by the Company to CanChew, totaling approximately $2.61 million, was satisfied and paid in its entirety. In addition, in consideration for the payment by the Company of $65,000, the Company purchased 100% of the issued and outstanding shares of Series B Preferred Stock held by the Sanammad Parties. Such shares shall be retired to treasury of the Company. The Sanammad Parties also agreed to forfeit and assign back to treasury, for no consideration, a total of 18,570,356 shares of the Company’s common stock. |
NOTE 2_ ACQUISITION OF SAPPHIRE
NOTE 2: ACQUISITION OF SAPPHIRE BIOTECH, INC. | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
NOTE 2: ACQUISITION OF SAPPHIRE BIOTECH, INC. | NOTE 2: ACQUISITION OF SAPPHIRE BIOTECH, INC. On March 17, 2020, the Company entered into a Share Exchange Agreement (“Agreement”) with Sapphire Biotech, Inc., a Delaware corporation (“Sapphire”) and all the Sapphire stockholders (collectively, the “Sapphire Stockholders”). Following the closing of the transaction, Sapphire will become a wholly owned subsidiary of AXIM. Under the terms of the Agreement, the Company: (i) acquired 100% of Sapphire’s outstanding capital (consisting of 100,000,000 shares of common stock and zero (0) shares of Preferred Stock); and (ii) assume all of the outstanding debt of Sapphire. The outstanding debt includes two (2) convertible notes in the principal amounts of $310,000 and $190,000. Pursuant to the terms of the Share Exchange Agreement, the Company acquired 100% of the issued and outstanding shares of Sapphire by means of a share exchange with the Sapphire Stockholders in exchange for 54,000,000 In March 2020, the Company acquired SAPPHIRE BIOTECH, Inc., a biotechnology company focusing on improving cancer care through the development of proprietary therapeutics for inhibiting cancer growth and metastasis. The Company issued 54,000,000 shares of common stock with a total fair value of $7,506,000 and assumed net liabilities of $412,233 (resulting in a total acquisition cost of $7,918,233), in exchange for all outstanding shares of SAPPHIRE BIOTECH, Inc. The Company accounted for the acquisition using the acquisition method of accounting for business combinations. On the acquisition date, the Company performed a preliminary allocation of the purchase price to include the tangible assets acquired and the liabilities assumed with the remainder of the purchase price allocated to patents pending approval, in-process research and development (IPR&D) and goodwill. The Company incurred $6,000 of acquisition-related costs, which will be recorded as expense after the evaluation work been completed. In addition, the Company recorded an estimated deferred tax liability on the assets acquired, except for goodwill for which deferred taxes are not applicable. The Company completed the valuation of the intangible assets acquired in the SAPPHIRE BIOTECH, Inc. transaction by September 2020. Pursuant to the valuation, the Company determined that the patents continue to be expanded and chose to subsume the patents within the IPR&D balance. In management’s judgment, the amount assigned to IPR&D represents the amount the Company would reasonably expect to pay an unrelated party for each project included in the technology. Based on the final valuation, the remaining excess purchase price has been allocated to goodwill. The aggregate purchase price of $ 7,918,233 412,233 The following table summarizes the consideration paid for SAPPHIRE BIOTECH and the estimated amounts of the assets acquired and liabilities assumed recognized at the acquisition date. Schedule of consideration paid Consideration: Cash and cash equivalents $ 79,814 Property and equipment, net 20,533 In process Research & Development (IPRD) 7,800,000 Goodwill 2,458,233 Security deposit 12,785 Total asset acquired $ 10,371,365 Accrued expenses and other current liabilities $ 5,767 Deferred taxes liability 2,340,000 Notes Payable including convertible and discount on conversion 519,598 Total liabilities assumed $ 2,865,365 Net assets acquired $ 7,506,000 The fair value of acquired IPR&D was determined using the income approach, based on the likelihood of success of products reaching final development and commercialization. The fair value of acquired IPR&D was capitalized as of the Closing Date and is subsequently accounted for as an indefinite-lived intangible asset until completion or abandonment of the associated research and development efforts. Accordingly, during the development period after the Closing Date, this asset will be amortized over a period of 36 months. The acquired in process Research and development as it relates to rapid COVID testing has reached the commercialization stage and is awaiting FDA EUA. The $2,458,233 of goodwill is not expected to be deductible for tax purposes. The effective settlement of receivable/payable between the Company and Sapphire deemed to be not material, which was recorded as gain on intercompany transaction in P&L. |
NOTE 3_ BASIS OF PRESENTATION_
NOTE 3: BASIS OF PRESENTATION: | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NOTE 3: BASIS OF PRESENTATION: | NOTE 3: BASIS OF PRESENTATION: The unaudited condensed consolidated financial statements of AXIM Biotechnologies, Inc. (formerly Axim International, Inc.) The following (a) balance sheets as of June 30, 2021 (unaudited) and December 31, 2020, which have been derived from audited financial statements, and (b) the unaudited interim statements of operations and cash flows of AXIM Biotechnologies, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of results that may be expected for the year ending December 31, 2021. These unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on April 26, 2021. Principles of Consolidation The consolidated financial statements include the accounts of Axim Biotechnologies, Inc. and its wholly owned subsidiaries Axim Holdings, Inc., Marina Street LLC, Axim Biotechnologies (the Netherland Company) and Sapphire Biotech, Inc. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated upon consolidation. |
NOTE 4_GOING CONCERN
NOTE 4:GOING CONCERN | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NOTE 4:GOING CONCERN | NOTE 4:GOING CONCERN The Company’s condensed consolidated financial statements have been presented assuming that the Company will continue as a going concern. The Company has incurred significant losses and negative cash flows from operations in all periods since inception and had an accumulated deficit as of June 30, 2021. The Company has historically financed its operations primarily through the sale of common stock, promissory notes and convertible notes. To date, none of the Company’s products related to continuing operations are still in the product development phase. Management expects operating losses to continue and increase for the foreseeable future, as the Company progresses into clinical development activities for its lead product candidates. The Company’s prospects are subject to risks, expenses and uncertainties frequently encountered by companies in the biotechnology industry. As shown in the condensed consolidated financial statements, the Company has deficit in working capital of $ 952,445 and has an accumulated deficit of $ 46,541,382 and has cash used in operating activities of continuing operations $ 1,156,360 4,633 consolidated |
NOTE 5_ SIGNIFICANT ACCOUNTING
NOTE 5: SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
NOTE 5: SIGNIFICANT ACCOUNTING POLICIES | NOTE 5: SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of the unaudited condensed consolidated 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 disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenue and expenses during reporting periods. Actual results could differ from these estimates. Significant estimates are assumptions about collection of accounts receivable, intangible assets, useful life of intangible assets, determination of the discount rate for operating leases and assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such as expected volatility, risk-free interest rate and expected dividend rate. Risks and uncertainties The Company operates in a dynamic and highly competitive industry and is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, protection of proprietary technology, dependence on key personnel, contract manufacturer and contract research organizations, compliance with government regulations and the need to obtain additional financing to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical studies and clinical trials and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance and reporting. The Company believes that changes in any of the following areas could have a material adverse effect on the Company’s future financial position, results of operations, or cash flows; ability to obtain future financing; advances and trends in new technologies and industry standards; results of clinical trials; regulatory approval and market acceptance of the Company’s products; development of sales channels; certain strategic relationships; litigation or claims against the Company based on intellectual property, patent, product, regulatory, or other factors; and the Company’s ability to attract and retain employees necessary to support its growth. Products developed by the Company require approvals from the U.S. Food and Drug Administration (“FDA”) or other international regulatory agencies prior to commercial sales. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained or maintained, that the products will receive the necessary approvals, or that any approved products will be commercially viable. If the Company was denied approval, approval was delayed or the Company was unable to maintain approval, it could have a materially adverse impact on the Company. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from other pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees, consultants and other third parties. Beginning in late 2019, the outbreak of a novel strain of virus named SARS-CoV-2 (severe acute respiratory syndrome coronavirus 2), or coronavirus, which causes coronavirus disease 2019, or COVID-19, has evolved into a global pandemic. The extent of the impact of the coronavirus outbreak on the Company’s business will depend on certain developments, including the duration and spread of the outbreak and the extent and severity of the impact on the Company’s clinical trial activities, research activities and suppliers, all of which are uncertain and cannot be predicted. At this point, the extent to which the coronavirus outbreak may materially impact the Company’s financial condition, liquidity or results of operations is uncertain. The Company has expended and will continue to expend substantial funds to complete the research, development and clinical testing of product candidates. The Company also will be required to expend additional funds to establish commercial-scale manufacturing arrangements and to provide for the marketing and distribution of products that receive regulatory approval. The Company may require additional funds to commercialize its products. The Company is unable to entirely fund these efforts with its current financial resources. If adequate funds are unavailable on a timely basis from operations or additional sources of financing, the Company may have to delay, reduce the scope of or eliminate one or more of its research or development programs which would materially and adversely affect its business, financial condition and operations. There have been no material changes in the accounting policies from those disclosed in the financial statements and the related notes included in the Form 10-K. Cash equivalents The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. As of June 30, 2021 and December 31, 2020, the Company had no Accounts Receivable It is the Company’s policy to review accounts receivable at least on monthly basis for conductibility and follow up with customers accordingly. Covid19 has slowed collection as our customers are in a mandated pause. The Company have geographic concentration of customers for the three months ending June 30, 2021 and 2020. Concentrations On June 30, 2021 and December 31, 2020, one customer accounted for 100% of accounts receivable. For the six months period ended June 30, 2021, one customer accounted for 100% of total revenue. For the six months period ended June 30, 2020, one customer accounted for 4% of total revenue. Accounts receivable and revenue were all generated from continuing operations for the six months ending June 30, 2021. Inventory Inventory consists of raw materials owned by the Company and are stated at the lower of cost or market. As of June 30, 2021 and December 31, 2020, the Company had $ 20,509 — Property and equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using straight-line method over the estimated useful life. New assets and expenditures that extend the useful life of property or equipment are capitalized and depreciated. Expenditures for ordinary repairs and maintenance are charged to operations as incurred. The Company’s property and equipment relating to continuing operations consisted of the following on June 30, 2021 and December 31, 2020, respectively, and none related to discontinued operations. Schedule of property and equipment relating to continuing operations June 30, December 31, 2021 2020 Equipment of continuing operations $ 154,809 $ 134,788 Less: accumulated depreciation $ 43,877 $ 30,694 Property, Plant and Equipment, Net $ 110,932 $ 104,094 For the six months ended June 30, 2021 and 2020, the Company recognized depreciation expense of $ 13,184 and $ 5,124 , respectively. In-Process Research and Development (IPR&D) The fair value of IPR&D acquired through a business combination is capitalized as an indefinite-lived intangible asset until the completion or abandonment of the related research and development activities. When the related research and development is completed, the asset will be assigned a useful life and amortized. The fair value of an IPR&D intangible asset is determined using an income approach. This approach starts with a forecast of the net cash flows expected to be generated by the asset over its estimated useful life. The net cash flows reflect the asset’s stage of completion, the probability of technical success, the projected costs to complete, expected market competition, and an assessment of the asset’s life-cycle. The net cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. The development of IPR&D reached completion in April 2021. Goodwill Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at least annually at the reporting unit level or more frequently if events or changes in circumstances indicate that the asset might be impaired. Goodwill is tested for impairment annually or more frequently if events or changes in circumstances between annual tests indicate that the asset may be impaired. Impairment loss is recognized based on a comparison of the fair value of the asset to its carrying value, without consideration of any recoverability. Intangible Assets As required by generally accepted accounting principles, trademarks and patents are amortized if they have a definite life, the amortization is estimated in straight line through three years starting in April 2021. The Company’s intangible assets relating to continuing operations and discontinued operations consisted of the following on June 30, 2021 and December 31, 2020, respectively. Schedule of intangible assets June 30, December 31, 2021 2020 Goodwill $ 2,458,233 $ 2,458,233 Research in progress $ 7,800,000 $ 7,800,000 Finite-Lived Intangible Assets, Gross $ 10,258,233 $ 10,258,233 Less: accumulated amortization $ 641,096 $ — Intangible Assets, Net (Including Goodwill) $ 9,617,137 $ — Estimated aggregate amortization expense for each of the three succeeding years ending December 31 is as follows: Estimated aggregate amortization expense 2021 2022 2023 2024 Amortization expense $ 1,951,779 $ 2,600,000 $ 2,600,000 $ 648,221 Revenue Recognition The Company follows the guidance contained in Topic 606 (FASB ASC 606). The core principle of Topic 606 (FASB ASC 606) is that an entity should recognize revenue to depict the transfer of goods of services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revenue recognition guidance contained in Topic 606, to follow the five-step revenue recognition model along with other guidance impacted by this standard: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transportation price; (4) allocate the transportation price; (5) recognize revenue when or as the entity satisfies a performance obligation. All revenue was from operations that were divested. Revenues are recognized when title for goods is transferred; non-refundable fees and proceeds from irrevocable agreements recognized when inflows or other enhancements of assets of the Company are received. Revenues from continuing operations recognized for three and six months ended June 30, 2021 and 2020 amounted to $ 14,875 , $ 47,524 , $ 0 and $- 0 -, respectively. Revenues from discontinued operations recognized for three and six months ended June 30, 2021 and 2020 amounted to $- 0 -, $- 0 -, and $ 7,990 , $ 15,130 ,respectively. Grant Income In 2021 the Company has received government grants to drive its research and development efforts. Through these government grants, the government has provided funding for the Company to perform research and development activities which will assist in developing its products. The Company believes the government entities funding these grants are interested in the Company advancing its underlying technologies through research activities and not providing incentives for hiring employees or building facilities that would suggest that the grant monies are not for specific research activities. In determining how to classify the monies received under government grants, the Company acknowledges that there is no specific guidance under US GAAP and that the FASB and AICPA have often drawn upon the guidance in IAS 20 for classification. In considering the alternatives provided by IAS 20 for the presentation of these grants in the Company’s financial statements, the Company believes that recognizing the government grant proceeds as a component of other revenue is a better reflection of the economics of the arrangements as the Company earns the funding through the performance of research and development which is not one of the Company’s primary business activities or central to its operations. The Company believes that presenting research and development funding from government grants, as other revenue provides consistency in our financial reporting. The Company also believes that this presentation clearly presents to users of its financial statements in one line the Company’s sources of funding from these grants. The Company notes that there are no contingencies associated with the receipt of or ability to retain the funds under the grant, other than undertaking and performing the related research and development activities. The Company recognizes funds received from contractual research and development services and from government grants as other revenue. These contracts and grants are not considered an ongoing major and central operation of the Company’s business. Our Income from Grants from Government for the three and six months ended June 30, 2021 and 2020 was $ 129,995 219,995 0 0 Cost of Sales Cost of sales includes the purchase cost of products sold and all costs associated with getting the products to the customers including buying and transportation costs. Cost of sales all related to discontinued operations. Shipping Costs Shipping and handling costs billed to customers are recorded in sales. Shipping costs incurred by the company are recorded in general and administrative expenses. Shipping costs all related to discontinued operations. Fair Value Measurements The Company applies the guidance that is codified under ASC 820-10 related to assets and liabilities recognized or disclosed in the financial statements at fair value on a recurring basis. ASC 820-10 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for “Accounting for Derivative Instruments and Hedging Activities.” Professional standards generally provide three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instruments are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of “Conventional Convertible Debt Instrument.” The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. Income Taxes The Company follows Section 740-10, Income tax (“ASC 740-10”) Fair Value Measurements and Disclosures of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including reversals of any existing taxable temporary differences, projected future taxable income, tax planning strategies, and the results of recent operations. If the Company determines that it would be able to realize a deferred tax asset in the future in excess of any recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such amounts may be in excess of the FDIC insurance limit. Net Loss per Common Share Net loss per common share is computed pursuant to section 260-10-45 Earnings Per Share (“ASC 260-10”) of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding and the member potentially outstanding during each period. In periods when a net loss is experienced, only basic net loss per share is calculated because to do otherwise would be anti-dilutive. There were 30,335,782 common share equivalents at June 30, 2021 and 32,556,727 common shares at December 31, 2020. For the six months ended June 30, 2021 and 2020 these potential shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would reduce net loss per share. Stock Based Compensation All stock-based payments to employees and to nonemployee directors for their services as directors, including any grants of restricted stock and stock options, are measured at fair value on the grant date and recognized in the statements of operations as compensation or other expense over the relevant service period. Stock-based payments to nonemployees are recognized as an expense over the period of performance. Such payments are measured at fair value at the earlier of the date a performance commitment is reached, or the date performance is completed. In addition, for awards that vest immediately and are non-forfeitable the measurement date is the date the award is issued. The Company accounts for stock options issued to non-employees based on the estimated fair value of the awards using the Black-Scholes option pricing model in accordance with ASC 505-50, Equity-Based Payment to Non-employees Cost of Sales Cost of sales includes the purchase cost of products sold and all costs associated with getting the products to the customers including buying and transportation costs. Research and Development The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. For the three and six months ended June 31, 2021 and 2020 the Company incurred research and development expenses of $ 48,066 , $ 149,019 and $ 121,437 , $ 126,292 from continuing operations, respectively. For the three months ended June 30, 2021 and 2020 the Company incurred research and development expenses of $-0-, $-0- and $-0-, $-0- from discontinued operations, respectively. The Company has entered into various agreements with CROs. The Company’s research and development accruals are estimated based on the level of services performed, progress of the studies, including the phase or completion of events, and contracted costs. The estimated costs of research and development provided, but not yet invoiced, are included in accrued liabilities on the balance sheet. If the actual timing of the performance of services or the level of effort varies from the original estimates, the Company will adjust the accrual accordingly. Payments made to CROs under these arrangements in advance of the performance of the related services are recorded as prepaid expenses and other current assets until the services are rendered. Recently Issued Accounting Standards Accounting Standards Implemented Since December 31, 2020 ASC Update 2021-04 Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force) The amendments in this Update affect all entities that issue freestanding written call options that are classified in equity. Specifically, the amendments affect those entities when a freestanding equity-classified written call option is modified or exchanged and remains equity classified after the modification or exchange. The amendments that relate to the recognition and measurement of EPS for certain modifications or exchanges of freestanding equity-classified written call options affect entities that present EPS in accordance with the guidance in Topic 260, Earnings Per Share. The amendments in this Update do not apply to modifications or exchanges of financial instruments that are within the scope of another Topic. That is, accounting for those instruments continues to be subject to the requirements in other Topics. The amendments in this Update do not affect a holder’s accounting for freestanding call options. ASC Update No. 2020-10 In October 2020, the FASB issued ASC Update No. 2020-10, Codification Improvements. Update No. 2020-10 amends a wide variety of Topics in the Codification in order to improve the consistency of the Codification and the application thereof, while leaving Generally Accepted Accounting Principles unchanged. ASC Update No. 2020-06 In August 2020, the FASB issued ASC Update No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendments in Update No. 2020-06 simplify the complexity associated with applying U.S. GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exception for contracts in an entity’s own equity. In November 2018, the FASB issued ASU 2018-18 , Collaborative Arrangements (Topic 818): Clarifying the Interaction Between Topic 808 and Topic 606 See Note15 for more information related to the Company’s lease obligations. In October 2018, the FASB issued ASU 2018-17, Targeted Improvements to Related Party Guidance for Variable Interest Entities In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. Other recent accounting pronouncements issued by the FASB and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
NOTE 6_ PREPAID EXPENSES
NOTE 6: PREPAID EXPENSES | 6 Months Ended |
Jun. 30, 2021 | |
Note 6 Prepaid Expenses | |
NOTE 6: PREPAID EXPENSES | NOTE 6: PREPAID EXPENSES Prepaid expenses consist of the following as of June 30, 2021 and December 31, 2020: Schedule of Prepaid Expenses June 30, December 31, 2021 2020 Prepaid insurance $ 120,034 $ 45,983 Prepaid services 57,224 209,940 $ 177,258 $ 255,923 For the three and six months ended June 31, 2021 and 2020, the Company recognized amortization of prepaid expense of $ 105,353 , $ 34,108 and $ 216,158 , $ 68,079 , respectively. |
NOTE 7_ PROMISSORY NOTE
NOTE 7: PROMISSORY NOTE | 6 Months Ended |
Jun. 30, 2021 | |
Note 7 Promissory Note | |
NOTE 7: PROMISSORY NOTE | NOTE 7: PROMISSORY NOTE On August 8, 2014 the Company entered into a Promissory Note Agreement with CanChew Biotechnologies, LLC (CCB), a related party (the owners of CCB also own a majority of the outstanding shares of the Company), under which it borrowed $ 1,000,000 to fund working capital. The original loan was a demand note bearing interest at the rate of 7 % per annum, which amount, along with principal, was payable upon demand. The demand note was amended effective January 1, 2015 to reduce the annual interest rate to 3%. All other terms and conditions shall remain in full force and effect. The Company is in discussions to have the demand note modified or exchanged for a longer term, fixed maturity note. On May 6, 2020 (the “Effective Date”), AXIM Biotechnologies, Inc., a Nevada corporation (the “Company”), entered into an Agreement (the “Separation Agreement”). Pursuant to the Separation Agreement, the Company transferred 100% of its interest in CanCo and CanChew to an entity designated by Dr. Anastassov. In consideration for the transfers set forth above, any and all indebtedness owed by the Company to CanChew, totaling approximately $2.61 million, was satisfied and paid in its entirety. For the three and six months ended June 30, 2021 and 2020, the Company recognized interest expense of $ 59,576 , $ 119,908 and $ 55,957 , $ 106,075 , respectively on this note all was related to discontinued operations. On December 31, 2019, Sapphire Biotech, Inc. had entered into a Debt Exchange Agreement whereas the Company assumed three (3) loans totaling $ 128,375 of Debt owned by Sapphire Diagnostics, LLC which had an interest rate of 6 % per annum. In the same Debt Exchange Agreement, the Company assumed four (4) additional loans made to Sapphire in 2019, which had an interest rate of 6% per annum. All seven (7) loans totaling $ 310,000 , plus the aggregate interest accrued thereon of $ 14,218 making the face value of the new note $ 324,218 . As of June 30, 2021 and December 31, 2020, the principal and accrued interest balances were $ 353,452 and $ 343,725 , respectively. The Company owes $ 5,000 to the chairman of the board of the Company for a working capital advance of $5,000 made in May of 2014, all was related to discontinued operations. Under an agreement Mr. Changoer received on March 20, 2018 the Company issued 50,000 restrictive shares of its common stock and recorded $ 235,000 of compensation expenses in the accompanying consolidated financial statements to account for the issuance of the incentive shares. As of June 30, 2021 and December 31, 2020, the total outstanding balance was $ 20,000 and $ 60,000 respectively for consulting fees to Mr. Changoer included in accounts payable. On September 25, 2018, the Company amended Independent Director Compensation agreement. Under the agreement in lieu of the share compensation due to independent director of the Company for his annual service ending May 23, Dr. Philip A. Van Damme shall receive cash compensation of $ 20,000 . Started from August 1, 2019 the company has been paying monthly clinical trial fee of $ 5,000 . As of June 30, 2021 and December 31, 2020, the total outstanding balance was $ 10,000 and $ 25,000 , respectively included in accounts payable. Effective January 1, 2019 the company entered into a thirty-months consulting agreement with the chairman of the board which pays a monthly consulting fee of $ 20,000 . The company has also been paying a monthly bonus fee of 15,000; this additional fee is on a month-to-month basis at the discretion of management. As of June 30, 2021 and December 31, 2020, the total outstanding balance was $ 40,000 and $ 225,000 respectively for consulting fees included in accounts payable. On May 6, 2020 (the “Effective Date”), AXIM Biotechnologies, Inc., a Nevada corporation (the “Company”), entered into an Agreement (the “Separation Agreement”) by and among the Company, CanChew License Company (“CanCo”), CanChew Biotechnologies, LLC (“CanChew”), Medical Marijuana, Inc., Dr. George A. Anastassov (“Dr. Anastassov”), Dr. Philip A. Van Damme (“Dr. Van Damme”), Lekhram Changoer (“Mr. Changoer”), Sanammad Foundation, Netherlands and Sanammad Foundation, US (collectively, the “Sanammad Parties”), pursuant to which, among other matters as described herein, Drs. Anastassov and Van Damme and Mr. Changoer resigned as members of the Company’s Board of Directors. Pursuant to the Separation Agreement, the Company transferred and assigned to an entity designated by Dr. Anastassov all of the Company’s cannabis-related intellectual property other than the inventions and discoveries described in that certain cannabis-related patent application filed by the Company’s wholly-owned subsidiary, Sapphire Biotech, Inc. (water-soluble cannabinoid molecules). The Company also transferred 100% of its interest in CanCo and CanChew to an entity designated by Dr. Anastassov. In consideration for the transfers set forth above, any and all indebtedness owed by the Company to CanChew, totaling approximately $2.61 million, was satisfied and paid in its entirety. In addition, in consideration for the payment by the Company of $65,000, the Company purchased 100% of the issued and outstanding 500,000 shares of Series B Preferred Stock held by the Sanammad Parties. Such shares shall be retired to treasury of the Company. The Sanammad Parties also agreed to forfeit and assign back to treasury, for no consideration, a total of 18,570,356 shares of the Company’s common stock. In addition, each of Drs. Anastassov and Van Damme and Mr. Changoer have agreed to subject the shares of the Company’s common stock held by each of them to lock-up and leak-out restrictions, as follows: they shall not sell shares for a period of 12 months following the Effective Date and, thereafter, subject to a daily volume limitation of 5%, on an aggregate basis among them. Further, the Company terminated the Consulting Agreement of Dr. Anastassov and the Employment Agreements for each of Dr. Van Damme and Mr. Changoer. In connection with the termination of Dr. Anastassov’s Consulting Agreement, the Company agreed to pay severance in the amount of $35,000 for March 2020 and $20,000 per month thereafter through July 2021 (the termination date contemplated by the Consulting Agreement). Commencing for the April 2020, the Company may, in its sole discretion, pay the $20,000 severance obligation by the issuance of shares of the Company’s common stock registered pursuant to the Registration Statement on Form S-8 filed with the Commission on May 29, 2015 (“S-8 Shares”). If the gross cash proceeds from the sale of any S-8 Shares issued in lieu of cash severance is less than $20,000, as determined 20 days after issuance of such S-8 Shares, then the Company has agreed to issue additional shares that would serve to “true-up” the value of the shares to the $20,000 monthly severance obligation; provided, however, that if 30 days after the date the severance payment is due the gross proceeds from the sale of S-8 Shares is less than $20,000, the Company must pay the shortfall in cash. In addition, for each month that Dr. Anastassov is entitled to receive severance, he shall receive S-8 Shares in an amount equal to the lesser of (a) 150,000 S-8 Shares, or (b) S-8 Shares valued at $15,000 based upon the closing price of the Company’s common stock as of the due date of the severance payment obligation. In connection with the termination of the Employment Agreements of Dr. Van Damme and Mr. Changoer, Mr. Changoer’s severance payments shall be $20,000 per month for 12 months, commencing April 2020 (paid in arrears) and Dr. Van Damme’s severance payments shall be $5,000 per month for 12 months, similarly commencing April 2020 and paid in arrears. The Company has the right to pay each of Dr. Van Damme’s and Mr. Changoer’s monthly severance payments in S-8 shares in lieu of cash subject to the same terms and restrictions (including true-up terms) as set forth above for Dr. Anastassov. As of June 30, 2021, the accrued severance payment was $40,000 to Dr. Anastassov, $20,000 to Mr. Changoer and $10,000 to Dr. Van Damme included in accounts payable. The Company retains the right to prepay the severance obligations to Drs. Anastassov and Van Damme and Mr. Changoer, without penalty. No claims were alleged by the Company against any party, and no claims were alleged against the Company. However, in connection with the transactions described above, the parties entered into a general mutual release of all claims. |
NOTE 8_ RELATED PARTY TRANSACTI
NOTE 8: RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
NOTE 8: RELATED PARTY TRANSACTIONS | NOTE 8: RELATED PARTY TRANSACTIONS Related Party The company has an employment agreement with Catlina Valencia at a rate of $ 15,000 per month commencing March 17, 2020. The agreement can be terminated with 30 days’ notice by either party. The company has a consulting agreement with Glycodots LLC whereby it will provide the services of Dr. Sergei A. Svarovsky at a rate of $ 15,000 per month commencing March 17, 2020. The agreement can be terminated with 30 days’ notice by either party. Purchase of Promissory Note and Forbearance Agreement Effective May 4, 2020, the Company acquired from TL-66, a California limited liability company (“Seller”), a promissory note issued to Seller by Dr. Anastassov (“Maker”) dated December 1, 2017, with a face value of $ 350,000 and a remaining balance due of approximately $ 100,000 (the “Note”). The purchase price for the Note was $100,000 payable by the Company issuing Seller One Million (1,000,000) restricted shares of the Company’s Common Stock. Effective May 6, 2020, the Company and Maker entered into a Forbearance Agreement whereby the Company agreed to forbear from making any collection efforts on the Note for a period of 24 months so long as Maker has not breached the Separation Agreement. Following 24 months, if there has been no breach of the Separation Agreement by Maker, repayment of the Note, including all principal and unpaid interest, will be waived in full. As of May, 4, 2020 the carrying value of the note receivable was $ 102,567 , the value of the common stock to be issued was $ 135,000 , resulting in a loss of $ 32,433 accounted as loss on debt extinguishment related to discontinued operations. The balance of the Note Receivable as of June 30, 2021 and December 31, 2020 is $ 102,567 for both periods, plus interest accrued thereon of $ 1,188 and $ 675 , respectively. |
NOTE 9_DUE TO FIRST INSURANCE F
NOTE 9:DUE TO FIRST INSURANCE FUNDING | 6 Months Ended |
Jun. 30, 2021 | |
Note 9due To First Insurance Funding | |
NOTE 9:DUE TO FIRST INSURANCE FUNDING | NOTE 9:DUE TO FIRST INSURANCE FUNDING On June 25, 2020, the Company renewed its D&O insurance policy with total premiums, taxes and fees for $93,357. A cash down payment of $18,671 was paid on July 6, 2020. Under the terms of the insurance financing, payments of $8,456, which include interest at the rate of 4.6% per annum, are due each month for nine months commencing on July 25, 2020. On June 25, 2021, the Company renewed its D&O insurance policy with total premiums, taxes and fees for $98,888. A cash down payment of $24,273 was paid on July 7, 2021. Under the terms of the insurance financing, payments of $1,797, which include interest at the rate of 4.420% per annum, are due each month for nine months commencing on July 25, 2021. The total outstanding due to First Insurance Funding as of June 30, 2021 and December 31, 2020 is $ 98,888 and $ 25,369 , respectively. |
NOTE 10_ CONVERTIBLE NOTES PAYA
NOTE 10: CONVERTIBLE NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2021 | |
Note 10 Convertible Notes Payable | |
NOTE 10: CONVERTIBLE NOTES PAYABLE | NOTE 10: CONVERTIBLE NOTES PAYABLE The following table summarizes convertible note payable of related party as of June 30, 2021 and December 31, 2020: Schedule of Convertible Notes Payable, Shareholder June 30, December 31, 2021 2020 Convertible note payable, due on November 1, 2026 , interest at 3.5 % p.a. $ 4,000,000 $ 4,000,000 Accrued interest 229,037 158,648 Convertible note payable, net $ 4,229,037 $ 4,158,648 In 2018 the Company extinguished debt with Investor. Investor had proposed a financing transaction pursuant to which the Company will satisfy and retire the Original Note and Original Note current balance in simultaneous exchange for and upon delivery by the Company of a (1) new Convertible Promissory Note in the principal amount of $ 4,000,000 (the “Exchange Note”), and (2) 400,000 shares of the Company’s restricted common stock (the “Origination Shares”). Simultaneously, a third-party Investor and the Company entered in Debt Exchange Agreement with Medical Marijuana Inc. As part of this agreement Investor will exchange and deliver the AXIM note to Medical Marijuana in exchange for a Convertible Promissory note. Axim consented to the transfer and assignment of the Axim Note in exchange for the issuance by the Medical Marijuana of the Exchange Note. The interest on this note is payable bi-annually every May 1 and November 1. On May 1, 2019 the Company paid accrued interest of $ 60,278 . In 2020 the Company was authorized to apply the accounts receivable of $ 75,074 due from Kannaway towards its accrued interest. On May 1, 2020, the Company agreed to modify its existing convertible note with a principal balance of $4 million, 3.5% interest rate convertible note with the current holder of that note. There were two changes to the existing agreement – (a) the conversion price was reduced from the $1.50 conversion price in the original Note to $0.25 cents in the modified Note and (b) the term of the note was extended from the original maturity date of November 1, 2021, to November 1, 2026. The Company’s stock closed trading on the day of the modification at $0.13 per share. The amendment of this convertible Note was also evaluated under ASC Topic 470-50-40, “Debt Modifications and Extinguishments.” Based on the guidance, the instruments were determined to be substantially different due to the change in the conversion price being substantial, and debt extinguishment accounting was applied. The fair value of the modified convertible note was not different than the carrying value of the original note as such no extinguishment loss was recorded, The Note prior to the amendment of approximately $4 million, and the fair value of the Note and embedded derivatives after the amendment of approximately $4 million. There were no unamortized debt issuance costs and the debt discount associated with the original 2018 Note. For the three and six month ended June 30, 2021 and 2020, interest expenses was $ 35,389 35,389 70,389 70,389 As of June 30, 2021 and December 31, 2020, the balance of secured convertible note was $ 4,229,037 and $ 4,158,648 which included $ 229,037 and $ 158,648 accrued interest, respectively. The following table summarizes convertible note payable as of June 30, 2021 and December 31, 2020: Schedule of Convertible Note Payable of Related Party June 30, December 31, 2021 2020 Convertible note payable, due on October 1, 2029, interest at 3.5% p.a. $ 484,478 $ 484,478 Convertible note payable, due on October 1, 2029, interest at 3.5% p.a. 500,000 1,000,000 Convertible note payable, due on December 31, 2034, interest at 3% p.a. 190,000 190,000 Convertible note payable, due on July 21, 2032, interest at 3.5% p.a. 609,835 609,835 Accrued interest (The accrued interest and principal are both included in the captions titled “convertible note payable” in the balance sheet) 192,521 236,148 Total 1,976,834 2,520,461 Less: unamortized debt discount/finance premium costs (640,552 ) (843,673 ) Convertible note payable, net $ 1,336,282 $ 1,676,788 On September 16, 2016, we entered into a convertible note purchase agreement (the “Convertible Note Purchase Agreement” or “Agreement”) with a third-party investor. Under the terms of the Convertible Note Purchase Agreement the investor may acquire up to $5,000,000 of convertible notes from the Company. With various closings, under terms acceptable to the Company and the investor as of the time of each closing. Pursuant to the Agreement, on September 16, 2016 the investor provided the Company with $850,000 secured convertible note financing pursuant to four (4) Secured Convertible Promissory Notes (the “Notes”). Each of the Notes matures on October 1, 2029, and pay 3.5% compounded interest paid bi-annually. The Note are secured by the assets of the Company, may not be pre-paid without the consent of the holder, and are convertible at the option of the holder into shares of the Company common stock at a conversion price equal to $0.2201 per share. As of June 30, 2021 and December 31, 2020, the balance of secured convertible notes was $ 564,945 and $ 556,420 , which included $ 80,467 and $ 71,942 accrued interest, respectively. On October 20, 2016 a third-party investor provided the Company with $1,000,000 secured convertible note financing pursuant to three (3) Secured Convertible Promissory Notes (the “Notes”). Each of the Notes mature on October 1, 2029 and pay 3.5% compounded interest paid bi-annually. The Notes are secured by the assets of the Company, may not be pre-paid without the consent of the holder, and are convertible at the option of the holder into shares of the Company’s common stock at a fixed conversion price equal of $0.2201 per share. The investor paid cash of $500,000 for one of the Notes and issued to the Company two (2) secured promissory notes of $250,000 each for two (2) Convertible Notes of $250,000 each. The two secured promissory notes issued by the investor (totaling $500,000) as payment for two (2) secured Notes totaling $500,000 mature on February 1, 2017 ($250,000) and March 1, 2017 ($250,000), bear interest at the rate of 1% per annum, are full recourse and additionally secured by 10,486,303 shares of Medical Marijuana, Inc. (Pink Sheets symbol: MJNA) and were valued at $858,828 based upon the closing price of MJNA on October 20, 2016. A debt discount was recorded related to beneficial conversion feature inn connection with this convertible note of $499,318, related to the beneficial conversion feature of the note to be amortized over the life of the note or until the note is converted or repaid. As of June 30, 2021 and December 31, 2020, this note has not been converted and the balance of secured convertible notes was $ 583,270 and $ 1,148,944 , which included $ 83,270 and $ 148,944 accrued interest, respectively. On June 7, 2021 the Company converted $500,000 of the Convertible Note with TL-66-LLC along with the accrued interest of $82,707 1,535,264 . On December 31, 2019, Sapphire Biotech, Inc. entered into a Convertible Note Purchase Agreement whereas the Company issued a convertible note with a face value of $190,000 with a compounding interest rate of 3% per annum, the interest shall be payable annually beginning on December 31, 2020 until the maturity date of December 31, 2034, at which time all principal and interest accrued thereon shall be due and payable. The Convertible Note is secured by substantially all the Company’s tangible and intangible assets. In addition, the Convertible Note includes various non-financial covenants including the Company may not enter into any agreement, arrangement or understanding of any kind that would result in a transaction, or series of transactions, that would result in the sale of 50% or more of the Company’s capital stock without the prior approval of the holder. Upon issuance, the Convertible Note was convertible into shares of the Company’s common stock at $1.90 per share. At December 31, 2019, the Company determined that the Convertible Note contained a beneficial conversion feature for which a full discount was recorded on the Convertible Note. The fair market value of the Company’s common stock was based upon the estimated per share acquisition price per the pending acquisition of the Company. The discount of $190,000 will be amortized using the effective interest method and will be fully amortized by December 31, 2034. On March 17, 2020 the Company entered into a Share Exchange Agreement (“Agreement”) with Sapphire Biotech, Inc., a Delaware corporation (“Sapphire”) and all of the Sapphire stockholders (collectively, the “Sapphire Stockholders”). Following the closing of the transaction, Sapphire will become a wholly owned subsidiary of AXIM. Under the terms of the Agreement, the Company intends to assume the convertible notes in the principal amounts of $ 190,000 . After the acquisition, the Convertible Note was able to convert 6,000,000 shares of Axim’s common stock. Upon assumption of the note, the Company recorded a beneficial conversion feature of $ 190,000 . As of June 30, 2021 and December 31, 2020, the balance of secured convertible note was $ 198,566 and $ 195,716 , which included $ 8,566 and $ 5,716 accrued interest, respectively. On July 21, 2020 the Company entered into convertible note purchase agreement with Cross & Company, the Company owed to Cross & Company $609,835 of aggregated payments and desired to satisfy the amount due in full by issuing to Cross & Company a convertible promissory note. The convertible note matures on July 21, 2032 and incurred 3.5% compounded interest paid annually. The Note are secured by the assets of the Company, may not be pre-paid without the consent of the holder, and are convertible at the option of the holder into shares of the Company common stock at a conversion price equal to $0.37. Notwithstanding the foregoing, holder shall not be permitted to convert the note, or portion thereof, if such conversion would result in beneficial ownership by holder and its affiliates of more than 4.9% of the debtor’s outstanding common stock as of the date of conversion. The Company determined that that the conversion of the amounts due into a long-term convertible note resulted in a debt extinguishment due to the change in the fair values exceeding 10%. Accordingly, the loss of $823,497 was included in the statement of operations as loss on debt extinguishment. As of June 30, 2021 and December 31, 2020, the balance of secured convertible note was $ 630,053 and $ 619,381 , which included $ 20,218 and $ 9,546 accrued interest respectively. During the three and six months ended June 30, 2021 and 2020, the Company amortized the debt discount on all the notes of $ 181,295 , $ 203,122 and $ 22,071 , $ 41,432 , respectively, to other expenses. As of June 30, 2021 and December 31, 2020, unamortized debt discount was $ 640,552 and $ 843,673 , respectively. |
NOTE 11_ STOCK INCENTIVE PLAN
NOTE 11: STOCK INCENTIVE PLAN | 6 Months Ended |
Jun. 30, 2021 | |
Note 11 Stock Incentive Plan | |
NOTE 11: STOCK INCENTIVE PLAN | NOTE 11: STOCK INCENTIVE PLAN On May 29, 2015 the Company adopted its 2015 Stock Incentive Plan. Under the Plan the Company may issue up to 10,000,000 S-8 shares to officers, employees, directors or consultants for services rendered to the Company or its affiliates or to incentivize such parties to continue to render services. S-8 shares are registered immediately upon the filing of the Plan and are unrestricted shares that are free-trading upon issuance. As of June 30,2021 December 31, 2020 there were 13,033,335 and 9,806,000 shares available for issuance under the Plan. The Company recorded compensation expense of $ 91,526 , $ 191,266 and $- 0 -, $- 0 during the three and six months ended June 31, 2021 and 2020. On May 13, 2020, Alim Seit-Nebi the Chief Technology Officer and Co-Founder of Sapphire Biotechnology was granted the options to purchase 1 million shares of Axim common stock under the plan at the exercise price of $0.126 per share. One third of the options will vest six months from the date of grant, one third of the options will vest one year from the date of grant, and the remaining one third of the options will vest two years from the date of grant. On May 13, 2020, Dr. Douglas Lake the Chief Clinical Officer and Co-Founder of Sapphire Biotechnology was granted the options to purchase 2 million shares of Axim common stock under the plan at the exercise price of $0.126 per share. One third of the options will vest six months from the date of grant, one third of the options will vest one year from the date of grant, and the remaining one third of the options will vest two years from the date of grant. On May 13, 2020, Timothy R, Scott the Director of Axim Biotechnology was granted the options to purchase 0.5 million shares of Axim common stock under the plan at the exercise price of $0.126 per share. One third of the options vested immediately, one third of the options will vest six months from the date of grant, and the remaining one third of the options will vest twelve months from the date of grant. On May 13, 2020, Robert Cunningham the Director of Axim Biotechnology was granted the options to purchase 0.5 million shares of Axim common stock under the plan at the exercise price of $0.126 per share. One third of the options vested immediately, one third of the options will vest six months from the date of grant, and the remaining one third of the options will vest twelve months from the date of grant. On May 13, 2020, Maurico Bellora the Director of Axim Biotechnology was granted the options to purchase 0.5 million shares of Axim common stock under the plan at the purchase price of $0.126 per share. One third of the options vested immediately, one third of the options will vest six months from the date of grant, and the remaining one third of the options will vest twelve months from the date of grant. On September 10, 2020, Noel C. Gillespie the Senior Patent Attorney of Axim Biotechnology was granted the options to purchase 0.5 million shares of Axim common stock under the plan at the purchase price of $0.61 per share. One third of the options vested immediately, one third of the options will vest one year from the date of grant, and the remaining one third of the options will vest two years from the date of grant. For the three and six months ended June 30, 2021 and 2020 the Company recorded compensation expense of $91,526 , $191,266 and $-0 -, $-0 - respectively. |
NOTE 12_ STOCKHOLDERS_ DEFICIT
NOTE 12: STOCKHOLDERS’ DEFICIT | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
NOTE 12: STOCKHOLDERS’ DEFICIT | NOTE 12: STOCKHOLDERS’ DEFICIT Preferred Stock The Company has authorized 5,000,000 shares of preferred stock, with a par value of $ 0.0001 per share. Of the 5,000,000 authorized preferred shares, 4,000,000 are undesignated “blank check” preferred stock. The Company may issue such preferred shares and designate the rights, privileges and preferences of such shares at the time of designation and issuance. As of June 30, 2021, and December 31, 2020 there are - 0 - and - 0 - shares of undesignated preferred shares issued and outstanding, respectively. There are zero shares issued and outstanding of Series A and Series B Preferred stock as of June 30, 2021. Series C Convertible Preferred Stock On August 17, 2016 the Company designated up to 500,000 shares of a new Series C Convertible Preferred Stock (Series C Preferred Stock). The holders of the Series C Preferred are entitled to elect four members to the Company’s board of directors and are entitled to cast 100 votes per share on all other matters presented to the shareholders for a vote. Each share of Series C Convertible Preferred is convertible into one share of the Company’s common stock. The Series C Convertible Preferred designation contains a number of protective and restrictive covenants that restrict the Company from taking a number of actions without the prior approval of the holders of the Series C Preferred or the unanimous vote of all four Series C Directors. If at any time there are four Series C Directors, one such director must be independent as that term is defined in the Series C designation. Any challenge to the independence of a Series C Director is a right conferred only upon the holders of the Series B Convertible Preferred Stock and may only be made by the holders of the Series B Convertible Preferred Stock. On August 18, 2016 the Company issued all 500,000 shares of its newly designated Series C Preferred Stock to MJNA Investment Holdings, LLC in exchange for cash of $ 65,000 . As the holders of the Series C Preferred Stock, MJNA Investment Holdings, LLC has designated Dr. Timothy R. Scott, John W. Huemoeller II, Robert Cunningham and Blake Schroeder as their four Series C Directors. On February 20, 2019, MJNA Investment Holdings LLC (“Seller”) sold its 500,000 shares of AXIM Biotechnologies, Inc.’s, a Nevada corporation (the “Company”) Series C Preferred Stock to Juniper & Ivy Corporation, a Nevada corporation (“Purchaser”) for a purchase price of $ 500,000 (the “Purchase Price”) pursuant to a Preferred Stock Purchase Agreement (the “Purchase Agreement”). Payment of the Purchase Price was made as follows (i) a $65,000 payment made by check payable to Seller, which Purchaser borrowed from an unrelated third-party and which has no recourse against the Series C Preferred Stock or assets of Purchaser (the “Loan”), and (ii) the issuance by Purchaser to Seller of a promissory note, face value, $ 435,000 , which has no recourse against the Series C Preferred Stock or assets of Purchaser (the “Note”). The Company’s Chief Executive Officer John W. Huemoeller II is the President of Purchaser. Mr. Huemoeller provided a personal guaranty for the Loan and the Note. The holders of the Series C Preferred Stock are entitled to elect four members to the Company’s Board of Directors and are entitled to cast 100 votes per share on all other matters presented to the shareholders for a vote. As a result of this transaction, a change in control has occurred. Effective April 2, 2019, Blake N. Schroeder resigned as a member of the Company’s Board of Directors. Mr. Schroeder’s resignation was not because of any disagreements with the Company on matters relating to its operations, policies and practices. On April 3, 2019 pursuant to the Company’s Amended and Restated Bylaws, the holder of the Company’s Series C Preferred Stock appointed Mauricio Javier Gatto-Bellora to fill the director seat vacated by the resignation of Mr. Schroeder. On July 21, 2020 pursuant to the Company’s Amended and Restated Bylaws, the holder of the Company’s Series C Preferred Stock appointed Peter O’Rourke to fill one of the vacant positions on board created by the resignations of Dr. George Anastassov, Lekhram Changoer, and Dr. Philip Van Damme. Common Stock and Common Stock Warrants Common Stock The Company has authorized 300,000,000 shares of common stock, with a par value of $0.0001 per share. As of June 30, 2021, and December 31, 2020, the Company had 133,024,435 and 125,327,579 shares of common stock issued and outstanding, respectively. 2021 Transactions: Common Stock On May 14, 2021, The Company entered into the Equity Purchase Agreement with Cross, pursuant to which we have the right to “put,” or sell, up to $10,000,000 worth of shares of our common stock to Cross. As provided in the Equity Purchase Agreement, we may require Cross to purchase shares of our common stock from time to time by delivering a put notice to Cross specifying the total number of shares to be purchased (such number of shares multiplied by the purchase price described below, the “Investment Amount”); provided there must be a minimum of ten trading days between delivery of each put notice. We may determine the Investment Amount, provided that such amount may not be more than 500% of the average daily trading volume in dollar amount for our common stock during the five trading days preceding the date on which we deliver the applicable put notice, unless waived by Cross in its sole discretion. Additionally, such amount may not be lower than $10,000 or higher than $1,000,000. Cross will have no obligation to purchase shares under the Equity Line to the extent that such purchase would cause Cross to own more than 4.99% of our issued and outstanding shares of common stock. In June 2021 the company issued 500,000 restricted shares of its common stock valued at $ 332,500 pursuant to S-1 Agreement to third party for certain services, recorded as subscription receivable. During April, May and June 2021 the company issued 2,647,464 restricted shares of its common stock valued at $ 582,707 pursuant to conversion of convertible note (Note 10) with a loss of extinguishment of debt $ 1,535,264 . During April, May and June 2021 the Company issued 1,234,113 shares for cash of gross proceed of $ 402,500 pursuant to various Warrant Stock purchase agreements. The cash was received in the second quarter ending 2021. Out of these 519,828 shares of common stock valued at $152,500 was adjusted with common stock to be issued of prior period. The company also issued warrants to purchase 175,000 shares of common stock at an exercise price of $0.75 and 714,285 shares of common stock at an exercise price of $0.80. Warrants are exercisable within a 3 year period from issuance. During April, May and June 2021 the company issued 1,114,351 restricted shares of its common stock valued at $ 792,389 to third parties for certain services, recorded as consulting fees. During March 2021 the Company issued 1,712,500 shares for cash of gross $ 434,000 pursuant to various Stock purchase agreements. The cash was received in the first quarter ending 2021.The company also issued warrants to purchase 900,000 shares of common stock at an exercise price of $ 0.75 . Warrants are exercisable within a 3 year period from issuance. Company paid finders fees of $20,000 in cash during this period for capital raise and will also issue shares equaling $16,000 in market value, which was issued during the three months ended June 30, 2021. On March 18, 2021 the company issued 488,428 restricted shares of its common stock valued at $ 291,974 to third parties for certain services, recorded as consulting fees. Out of these 108,965 shares of common stock valued at $66,974 was adjusted with common stock to be issued of prior year. 2020 Transactions: During the period between January 1, 2020 and December 31, 2020 the Company issued total 17,292,751 shares valued $3,309,130 pursuant to the Company’s Registration Statement on Form S-3. The Company received $3,309,130 in cash. On January 13, 2020 the Company issued 250,000 restricted shares of its common stock to third party valued at $ 50,000 , which were carried on the books as stock to be issued. On January 23, 2020 and February 26, 2020 the Company issued 600,000 , and 62,839 restricted shares of its common stock to third party valued at $ 262,500 , and $ 25,000 pursuant to the stock purchase agreement for certain services, recorded as advertising and promotion expense and License, permits & Patents, respectively. On March 17, 2020 the company acquired 100% of the issued and outstanding shares of Sapphire by means of a share exchange with the Sapphire Stockholders in exchange for 54,000,000 restricted shares of its common stock at valued $ 7,506,000 . On April 21, 2020 the Company issued 1,176,470 restricted shares of its common stock to third party valued at $ 100,000 pursuant to the stock purchase agreement. The cash was received in 2020. On May 6, 2020, the Company entered into an agreement with Sanammad Foundation, the Sanammad Parties agreed to forfeit and assign back to treasury, for no consideration, a total of 18,570,356 shares of the Company’s common stock, for which the fair value was $ 2,562,709 , however for accounting purpose this transaction recording at par value adjustment to additional paid in capital. This transaction is related to the divesture of the previous operations to Sanammad. On May 22, 2020 the Company issued 1 90,810 and 286,215 S-8 shares valued at $60,000 and $ 90,000 pursuant to the Company’s Registration Statement on Form S-8 for severance fees. On June 10, 2020 and June 24, 2020 the Company issued 2,173,913 and 625,000 restricted shares of its common stock to third party valued at $ 500,000 and $ 100,000 pursuant to the stock purchase agreement. The cash was received in 2020, respectively. On July 1, 2020 the Company issued 185,185 and 370,370 restricted shares of its common stock to third party valued at $ 25,000 and $ 50,000 pursuant to the stock purchase agreement. The cash was received in 2020, respectively. On July 2, 2020 and July 9, 2020 the Company issued 714,285 and 1,785,714 restricted shares of its common stock to third party valued at $ 100,000 and $ 250,000 pursuant to the stock purchase agreement. The cash was received in 2020, respectively. On July 10, 2020 the Company issued 5,141,377 restricted shares of its common stock in exchange for the conversion of $ 51,414 of a convertible note payable, which included $6,414 in interest. On July 10, 2020 the Company issued 142,857 and 357,153 restricted shares of its common stock to third party valued at $ 20,000 and $ 50,000 pursuant to the stock purchase agreement. The cash was received in 2020, respectively. On July 10, 2020 the Company issued 250,000 and 107,143 restricted shares of its common stock to third party valued at $ 35,000 and $ 15,000 pursuant to the stock purchase agreement. The cash was received in 2020, respectively. On July 14, 2020 the Company issued 200,000 restricted shares of its common stock to third party valued at $ 23,630 pursuant to the stock purchase agreement. The cash was received in 2020, respectively. On July 21, 2020 the Company entered into convertible note purchase agreement with Cross & Company, the Company owed to Cross & Company $ 609,835 of aggregated True-Up payments due to subscription price adjustment and desired to satisfy the amount due in full by issuing to Cross & Company a convertible promissory note (see note 10). On July 22, 2020 the Company issued 65,359 and 130,719 restricted shares of its common stock to third party valued at $ 20,000 and $ 40,000 pursuant to the stock purchase agreement. The cash was received in 2020, respectively. On July 22, 2020 the Company issued 163,398 and 326,797 restricted shares of its common stock to third party valued at $ 50,000 and $ 100,000 pursuant to the stock purchase agreement. The cash was received in 2020, respectively. On July 22, 2020 the Company issued 816,993 and 65,359 restricted shares of its common stock to third party valued at $ 250,000 and $ 20,000 pursuant to the stock purchase agreement. The cash was received in 2020, respectively. On July 24, 2020 359,524 shares for the purchase of prepaid marketing expenses valued at $ 302,000 On August 4, 2020 the Company issued 141,243 restricted shares of its common stock to third party valued at $ 50,000 pursuant to the stock purchase agreement. The cash was received in 2020. On August 6, 2020 the Company issued 148,166 and 166,686 S-8 shares valued at $ 120,000 and $ 135,000 pursuant to the Company’s Registration Statement on Form S-8 for severance fees. On August 12, 2020 the Company issued 414,419 restricted shares of its common stock to third party valued at $ 76,690 pursuant to the stock purchase agreement for certain services, recorded as commission fees. On December 7, 2020 the Company issued 130,609 S-8 shares of its common stock to third party value at $ 75,000 pursuant to the Company’s Registration Statement on Form S-8 for severance fees. |
NOTE 13_ STOCK OPTIONS
NOTE 13: STOCK OPTIONS | 6 Months Ended |
Jun. 30, 2021 | |
Note 13 Stock Options | |
NOTE 13: STOCK OPTIONS | NOTE 13: STOCK OPTIONS Options to purchase common stock are granted at the discretion of the Board of Directors, a committee thereof or, subject to defined limitations, an executive officer of the Company to whom such authority has been delegated. Options granted to date generally have a contractual life of ten years. The stock option activity for six months ended June 30, 2021 and the year ended December 31, 2020 is as follows: Schedule of Stock option activity Options Outstanding Weighted Average Exercise Price Outstanding at December 31, 2019 2,000,000 $ 0.75 Granted 8,300,000 0.27 Exercised — — Expired or canceled — — Outstanding at December 31, 2020 10,300,000 0.36 Granted — — Exercised — — Expired or canceled (2,000,000 ) 0.75 Outstanding at June 30, 2021 8,300,000 $ 0.36 The following table summarizes the changes in options outstanding, option exercisability and the related prices for the shares of the Company’s common stock issued to employees and consultants under a stock option plan at June 30, 2021 and December 31,2020: 2,000,000 As of June 31, 2021 Schedule of options under Stock Option Plan Options Outstanding Options Exercisable Weighted Average Exercise Price ($) Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price ($) Number Exercisable Weighted Average Exercise Price ($) $ 0.36 8,300,000 9.5 $ 0.36 6,966,665 $ 0.36 As of December 31, 2020 Options Outstanding Options Exercisable Weighted Average Exercise Price ($) Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price ($) Number Exercisable Weighted Average Exercise Price ($) $ 0.36 10,300,000 9.8 $ 0.36 7,466,662 $ 0.36 The Company determined the value of share-based compensation for options vested using the Black-Scholes fair value option-pricing model with the following weighted average assumptions: Schedule of assumptions to determine value of share-based compensation for options June 30, December 31, 2021 2020 Expected life (years) 10 10 Risk-free interest rate (%) 1.74 0.61 Expected volatility (%) 190 230 Dividend yield (%) — — Weighted average fair value of shares at grant date $ 1.74 $ 0.61 For the three months ended June 30, 2021 and 2020 stock-based compensation expense related to vested options was $ 91,526 0 For the six months ended June 30, 2021 and 2020 stock-based compensation expense related to vested options was $ 191,266 and $ 0 , respectively. |
NOTE 14_ DISCONTINUED OPERATION
NOTE 14: DISCONTINUED OPERATIONS | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
NOTE 14: DISCONTINUED OPERATIONS | NOTE 14: DISCONTINUED OPERATIONS During May 2020 the Company decided to discontinue most of its operating activities pursuant to the Separation Agreement entered into by and among the Company, CanChew License Company (“CanCo”), CanChew Biotechnologies, LLC (“CanChew”), Medical Marijuana, Inc., Dr. George A. Anastassov (“Dr. Anastassov”), Dr. Philip A. Van Damme (“Dr. Van Damme”), Lekhram Changoer (“Mr. Changoer”), Sanammad Foundation, Netherlands and Sanammad Foundation, US (collectively, the “Sanammad Parties”). (see Note 1) Pursuant to the terms of the Purchase Agreement dated as of May 6, 2020, Sanammad Parties agreed to acquire from the Company substantially all of its assets and its wholly-owned subsidiaries and to assume certain liabilities and its wholly-owned subsidiaries. Sanammad Parties agreed to pay a purchase price of $2,609,100 reflected in amount due Canchew were deemed paid in full. The sale, which was completed on May 6, 2020, did not include the Company’s cash and certain other excluded assets and liabilities. The assets sold and liabilities transferred in the transaction were the sole revenue generating assets of the Company. The results of operations associated with the assets sold have been reclassified into discontinued operations for periods prior to the completion of the transaction. The following is a summary of assets and liabilities sold, stock retired and gain recognized, in connection with the sale of assets to Sanammad parties: Schedule of Discontinued Operations - Summary of assets and liabilities sold Other current assets $ 5,000 Total current assets $ 510,017 Intangible assets, net of amortization $ 47,375 Total asset $ 562,392 Notes payable $ 880,000 Accounts payable and accrued expenses $ 210,640 Due to Canchew $ 1,526,603 Stock retired $ 1,857 Total liabilities and equity $ 2,619,100 The gain on sale of assets was reported during the period was determined as follows: Loss on sale of assets $ 562,392 Gain on sale of liabilities $ 2,619,100 Net gain from sale of assets and liabilities $ 2,056,708 The resulting gain from the sale will be fully offset by existing net operating loss carryforwards available to the Company. For the six months ended June 30, 2021 and 2020 the Company recognized interest expense of $- 0 - and $- 0 -, respectively. Additionally, the operating results and cash flows related to assets sold on May 06, 2020 are included in discontinued operations in the consolidated statements of operations and consolidated statements of cash flows for the twelve months ended December 31, 2020 and 2019. As of June 30, 2021 and 2020, the Company has nil asset and liabilities of the discontinued operations in the unaudited condensed consolidated balance sheet in accordance with the provision of ASC 205-20. Loss from Discontinued Operations The sale of the majority of the assets and liabilities related to the Sanammad parties represents a strategic shift in the Company’s business. For this reason, the results of operations related to the assets and liabilities held for sale for all periods are classified as discontinued operations. The following is a summary of the results of operations related to the assets and liabilities held for sale (discontinued operations) for the six months ended June 30, 2021 and 2020: Summary of Results of Discontinued Operations June 30, 2021 June 30, 2020 Net sales $ — $ 5,097 Total expenses $ (4,633 ) $ (2,321,852 ) Gain from sale of asset and liability $ — $ 2,046,708 Other loss (income) $ — $ (87,383 ) Loss from discontinued operations $ (4,633 ) $ (357,430 ) The following is a summary of net cash provided by or used in operating activities, investing activities and financing activities for the assets and liabilities held for sale (discontinued operations) for the six months ended June 31, 2021 and 2020: June 30, 2021 June 30, 2020 Income (loss) from discontinued operations $ (4,633 ) $ (357,430 ) Adjustment of non-cash activities — (1,809,325 ) Decrease in accounts receivable — 315,684 Increase in inventory — (22,203 ) Increase in accounts payable and accrued expenses — 1,075,335 Net cash provided by (used in) operating activities $ (4,633 ) $ (797,939 ) Net cash provided by (used in) investing activities $ — $ — Net cash provided by (used in) financing activities $ — $ — |
NOTE 15_ COMMITMENT AND CONTING
NOTE 15: COMMITMENT AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
NOTE 15: COMMITMENT AND CONTINGENCIES | NOTE 15: COMMITMENT AND CONTINGENCIES On January 2, 2019 the Company entered into the term of Executive’s employment agreement, at a base salary of $10,000 per month with John W. Huemoeller II to serve as its Chief Executive Officer. The Company and Executive acknowledge and agree that Executive’s employment hereunder shall at all times be “at will,” which means that either Executive may resign at any time for any reason or for no reason, and that the Company may terminate Executive’s employment at any time for any reason or for no reason, in either case, subject to the applicable provisions of this Agreement. In further consideration for Executive’s services and subject to the approval of the Board, Executive will be granted an option to purchase 2,000,000 shares of the Company’s common stock (the “Option Shares”). The option will be subject to the terms and conditions applicable to stock options granted under the Company’s 2015 Stock Incentive Plan, as amended from time to time (the “Plan”), and as described in the Plan and the stock option agreement, which Executive will be required to sign. 50% of the Option Shares shall vest on the date of grant and the remaining 50% of the Option Shares shall vest on the 12- month anniversary of the grant date, subject to Executive’s continued employment by the Company. The exercise price per share will be equal to the fair market value per share on the date of grant, as determined by the last closing price of the Company’s common stock the day prior to grant. Beginning in October 2019, the board decided to increase CEO base salary to $35,000 per month. On April 24, 2017 the company entered into an employment agreement with Robert Malasek, its Chief Financial Officer and Secretary. The agreement does not have a set term and may be terminated at any time by the Company or Mr. Malasek with proper notice. The shares were issued in the 1 st On August 21, 2018, AXIM Biotechnologies, Inc. (the “Company”) entered into an agreement with Revive Therapeutics Ltd. (“Revive”) to begin selling the Company’s flagship nutraceutical product throughout the rapidly expanding Canadian cannabis market. The agreement defines a relationship where Revive will seek regulatory approval for AXIM’s proprietary, controlled-release functional chewing gum which contains hemp oil and cannabidiol (CBD). Under the terms of the agreement, Revive will have a minimum purchase amount annually, which increases each year for the term of the agreement. On September 10, 2018, AXIM Biotechnologies, Inc. (the “Company”) entered into a Letter of Intent (“LOI”) with Impression Healthcare Limited (“Impression”), Australia’s largest home dental impression company, for exclusive distribution of all AXIM® Biotech products throughout Australia and New Zealand. Pursuant to the LOI, both parties will endeavor to enter into a definitive agreement whereby the parties will co-develop new products, initially for pre-clinical and phase 1 trials (among other clinical trials), including an oral rinse liquid targeted for the treatment of oral mucositis, strep throat, oral infections and gum disease. Pending initial discussions and an internal review of AXIM® Biotech and its product offerings, Impression will collaborate with AXIM® Biotech for the licensing and distribution of its current and future medicinal cannabis products for distribution in Australia and New Zealand. On December 20, 2018 the Company signed Exclusivity Agreement on terms that include Exclusivity period of 90 days after the date on which this agreement is executed with Impression in exchange for 10,300,000 ordinary fully paid shares in Impression at the price of A$0.02 per share and exchange rate of $0.74 AUD/USD valued $150,000 which the Company recognized as a revenue in 4 th On May 31, 2019, AXIM Biotechnologies, Inc. (“AXIM”) entered into a cannabinoid product supply agreement with Impression Healthcare Limited (“Impression”), Australia’s largest home dental impression company, for the supply of the AXIM’s toothpaste and mouthwash containing cannabidiol (CBD) for its clinical trial for the treatment of periodontitis. The supply agreement is in preparation for a clinical trial to test the effectiveness of CBD in treating periodontitis. The clinical trial will be performed at Swinburne University of Technology in Melbourne, Australia. In accordance with the agreement, AXIM will supply the first batch of its patented toothpaste and mouthwash products containing CBD, along with associated placebo units for Impression to perform a randomized control clinical trial. On April 14, 2020 the Company terminated its supply agreement with Impression Healthcare Limited by mutual consent of both parties. On July 2, 2019, AXIM Biotechnologies, Inc. (“AXIM”) entered into a multi-term, non-exclusive license and distribution agreement (“Agreement”) with Colorado based gum developer, KISS Industries, LLC (“KISS Industries”). Under the terms of the Agreement, AXIM grants KISS Industries a non-exclusive license to formulate and sell products that fall within AXIM’s cannabinoid chewing gum patent in exchange for royalties to be paid to AXIM based upon KISS Industries sales in the United States and Mexico. The Agreement also grants AXIM the right to: (i) acquire 10 percent of KISS Industries under certain conditions; and (ii) match any outside future offer to acquire KISS Industries as a whole. Further, AXIM’s CEO John W. Huemoeller II will also join the Board of Directors of KISS Industries. In exchange for this license Kiss Industries will pay Axim 6% of gross sales as a royalty on all licensed products sold by Kiss. In the territory covered by this license which is the USA and Mexico. (Minimum annual royalty $50,000). Kiss will manufacture for Axim various licensed products at a price equal to 140% of Kiss’s cost. As of June 30, 2021 and December 31, 2020 Kiss Industries did not sell any Axim’s products. Industry Sponsored Research Agreement— Sapphire entered into the Industry Sponsored Research Agreement (“SRA”) effective February 7, 2020 to test and confirm the inhibitory activity of SBI-183 (exclusively licensed on January 13, 2020) and SBI-183 analogs, including those synthesized by the Company. The testing will include cell-based in vitro assays, NMR binding studies and testing to determine if SBI-183 enhances the activity of cytotoxic drugs in vitro. Animal studies will also be conducted under the SRA. Specifically, SBI-183 analogs will be evaluated in a mouse model of triple negative breast cancer using human tumor xenografts. The work will be performed over a period of one year with the total cost of the SRA totaling $150,468 paid prior to acquisition. In consideration of the License executed between Skysong Innovations and the Company, the SRA provides for a reduced overhead of 5% instead of the usual 67.7%. This overhead fee differential of $89,851 will be deferred for five (5) years with interest of 5% compounded annually. For the six months ended June 30, 2021, the Company recorded research and development expenses of $191,266. On August 5, 2020 Sapphire was awarded a $395,880 phase I Small Business Innovation Research (SBIR) grant by the National Cancer Institute (NCI). The grant will support continued development of novel small molecules that inhibit the enzymatic activity of Quiescin Sulfhydryl Oxidase I (QSOX1) based on a lead compound. QSOX1 is a tumor-derived enzyme that is important for cancer growth, invasion and metastasis. Sapphire is conducting this research with technology it has exclusively licensed from Skysong Innovations, LLC, the intellectual property management company for Arizona State University. Sapphire will subcontract tumor biology work for evaluating analog inhibitors for QSOX1 to Dr. Doug Lake’s laboratory at Arizona State University and Mayo Clinic Arizona. Grant income received for the six months ended June 30, 2021 and 2020 was $159,995 and $-0-; respectively. On August 25, 2020 we signed an exclusive licensing, manufacturing and distribution agreement with Empowered Diagnostics LLC to execute the high-volume production of our rapid point-of-care diagnostic test. AXIM and Empowered have completed the technology transfer and Empowered Diagnostics has built out their production facility to be able to manufacture millions of our neutralizing antibody tests for Covid-19 per month. In exchange for this license Empowered will pay Axim a royalty on net sales on all licensed products sold by Empowered covered by this license which global with the exception of Mexico. Operating Lease Lease Agreement—On March 3, 2020, Sapphire entered into a 3-year lease agreement (“Lease”) to relocate to a larger space within the same business park. The new space totals 1,908 square feet with monthly base rent in the 1st year $4,713, 2nd year $4,854 and 3rd year $5,000 at implicit interest rate of 6%. Upon commencement of the Lease on April 25, 2020, the previous lease will expire. Operating Leases - Right of Use Assets and Purchase Commitments Right of Use Assets We have operating leases for office space that expire through 2023. Below is a summary of our right of use assets and liabilities as of June 30, 2021. Summary of Right of Use Assets and Liabilities Right-of-use assets $ 104,185 Lease liability obligations, current $ 58,540 Lease liability obligations, noncurrent 45,646 Total lease liability obligations $ 104,186 Weighted-average remaining lease term 1.83 years Weighted-average discount rate 6% The following table summarizes the lease expense for the three months ended June 30, 2021 and 2020: Summary of Lease Expenses June 30, June 30, 2021 2020 Operating lease expense $ 28,560 * $ 4,713 ** Short-term lease expense 7,379 10,458 Total lease expense $ 35,939 $ 15,171 * We recorded $35,939 of operating lease expense this includes $7,379 of maintenance. ** The first lease payment was made and adjusted in preacquisition cost. Approximate future minimum lease payments for our right of use assets over the remaining lease periods as of June 30, 2021, are as follows: Schedule of Future Minimum Rental Payments for Operating Leases Remainder of 2021 $ 29,124 2022 59,416 2023 20,000 Total minimum payments 108,540 Less: amount representing interest (4,354) Total $ 104,186 Litigation As of June 30, 2021, and this report issuing date, the Company is not a party to any pending material legal proceeding. To the knowledge of management, no federal, state or local governmental agency is presently contemplating any proceeding against the Company. To the knowledge of management, no director, executive officer or affiliate of the Company, any owner of record or beneficially of more than five percent of the Company’s Common Stock is a party adverse to the Company or has a material interest adverse to the Company in any proceeding. |
NOTE 16_ SUBSEQUENT EVENTS
NOTE 16: SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
NOTE 16: SUBSEQUENT EVENTS | NOTE 16: SUBSEQUENT EVENTS August 03, 2021,the Company announced that they have signed a Binding Term Sheet to acquire the technology for the testing of Dry Eye Disease (DED), including two FDA authorizations and approvals for the commercial sale of two ophthalmic diagnostic lab tests. AXIM and Advanced Tear Diagnostics, LLC, have signed a Binding Term Sheet and intend to enter into the Definitive Agreement for the transaction to close no later than October 1, 2021. However, the Binding Term Sheet will remain in full force and effect until such time as the Definitive Agreement is executed by the parties. AXIM intends to immediately implement the strategy for commercial launch of the first product projected for the beginning of 2022. August 10, 2021, the company issued 122,000 50,000 The company issued 115,554 100,000 |
NOTE 5_ SIGNIFICANT ACCOUNTIN_2
NOTE 5: SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Use of estimates | Use of estimates The preparation of the unaudited condensed consolidated 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 disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenue and expenses during reporting periods. Actual results could differ from these estimates. Significant estimates are assumptions about collection of accounts receivable, intangible assets, useful life of intangible assets, determination of the discount rate for operating leases and assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such as expected volatility, risk-free interest rate and expected dividend rate. |
Risks and uncertainties | Risks and uncertainties The Company operates in a dynamic and highly competitive industry and is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, protection of proprietary technology, dependence on key personnel, contract manufacturer and contract research organizations, compliance with government regulations and the need to obtain additional financing to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical studies and clinical trials and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance and reporting. The Company believes that changes in any of the following areas could have a material adverse effect on the Company’s future financial position, results of operations, or cash flows; ability to obtain future financing; advances and trends in new technologies and industry standards; results of clinical trials; regulatory approval and market acceptance of the Company’s products; development of sales channels; certain strategic relationships; litigation or claims against the Company based on intellectual property, patent, product, regulatory, or other factors; and the Company’s ability to attract and retain employees necessary to support its growth. Products developed by the Company require approvals from the U.S. Food and Drug Administration (“FDA”) or other international regulatory agencies prior to commercial sales. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained or maintained, that the products will receive the necessary approvals, or that any approved products will be commercially viable. If the Company was denied approval, approval was delayed or the Company was unable to maintain approval, it could have a materially adverse impact on the Company. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from other pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees, consultants and other third parties. Beginning in late 2019, the outbreak of a novel strain of virus named SARS-CoV-2 (severe acute respiratory syndrome coronavirus 2), or coronavirus, which causes coronavirus disease 2019, or COVID-19, has evolved into a global pandemic. The extent of the impact of the coronavirus outbreak on the Company’s business will depend on certain developments, including the duration and spread of the outbreak and the extent and severity of the impact on the Company’s clinical trial activities, research activities and suppliers, all of which are uncertain and cannot be predicted. At this point, the extent to which the coronavirus outbreak may materially impact the Company’s financial condition, liquidity or results of operations is uncertain. The Company has expended and will continue to expend substantial funds to complete the research, development and clinical testing of product candidates. The Company also will be required to expend additional funds to establish commercial-scale manufacturing arrangements and to provide for the marketing and distribution of products that receive regulatory approval. The Company may require additional funds to commercialize its products. The Company is unable to entirely fund these efforts with its current financial resources. If adequate funds are unavailable on a timely basis from operations or additional sources of financing, the Company may have to delay, reduce the scope of or eliminate one or more of its research or development programs which would materially and adversely affect its business, financial condition and operations. There have been no material changes in the accounting policies from those disclosed in the financial statements and the related notes included in the Form 10-K. |
Cash equivalents | Cash equivalents The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. As of June 30, 2021 and December 31, 2020, the Company had no |
Accounts Receivable | Accounts Receivable It is the Company’s policy to review accounts receivable at least on monthly basis for conductibility and follow up with customers accordingly. Covid19 has slowed collection as our customers are in a mandated pause. The Company have geographic concentration of customers for the three months ending June 30, 2021 and 2020. |
Concentrations | Concentrations On June 30, 2021 and December 31, 2020, one customer accounted for 100% of accounts receivable. For the six months period ended June 30, 2021, one customer accounted for 100% of total revenue. For the six months period ended June 30, 2020, one customer accounted for 4% of total revenue. Accounts receivable and revenue were all generated from continuing operations for the six months ending June 30, 2021. |
Inventory | Inventory Inventory consists of raw materials owned by the Company and are stated at the lower of cost or market. As of June 30, 2021 and December 31, 2020, the Company had $ 20,509 — |
Property and equipment | Property and equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using straight-line method over the estimated useful life. New assets and expenditures that extend the useful life of property or equipment are capitalized and depreciated. Expenditures for ordinary repairs and maintenance are charged to operations as incurred. The Company’s property and equipment relating to continuing operations consisted of the following on June 30, 2021 and December 31, 2020, respectively, and none related to discontinued operations. Schedule of property and equipment relating to continuing operations June 30, December 31, 2021 2020 Equipment of continuing operations $ 154,809 $ 134,788 Less: accumulated depreciation $ 43,877 $ 30,694 Property, Plant and Equipment, Net $ 110,932 $ 104,094 For the six months ended June 30, 2021 and 2020, the Company recognized depreciation expense of $ 13,184 and $ 5,124 , respectively. |
In-Process Research and Development (IPR&D) | In-Process Research and Development (IPR&D) The fair value of IPR&D acquired through a business combination is capitalized as an indefinite-lived intangible asset until the completion or abandonment of the related research and development activities. When the related research and development is completed, the asset will be assigned a useful life and amortized. The fair value of an IPR&D intangible asset is determined using an income approach. This approach starts with a forecast of the net cash flows expected to be generated by the asset over its estimated useful life. The net cash flows reflect the asset’s stage of completion, the probability of technical success, the projected costs to complete, expected market competition, and an assessment of the asset’s life-cycle. The net cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. The development of IPR&D reached completion in April 2021. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at least annually at the reporting unit level or more frequently if events or changes in circumstances indicate that the asset might be impaired. Goodwill is tested for impairment annually or more frequently if events or changes in circumstances between annual tests indicate that the asset may be impaired. Impairment loss is recognized based on a comparison of the fair value of the asset to its carrying value, without consideration of any recoverability. |
Revenue Recognition | Intangible Assets As required by generally accepted accounting principles, trademarks and patents are amortized if they have a definite life, the amortization is estimated in straight line through three years starting in April 2021. The Company’s intangible assets relating to continuing operations and discontinued operations consisted of the following on June 30, 2021 and December 31, 2020, respectively. Schedule of intangible assets June 30, December 31, 2021 2020 Goodwill $ 2,458,233 $ 2,458,233 Research in progress $ 7,800,000 $ 7,800,000 Finite-Lived Intangible Assets, Gross $ 10,258,233 $ 10,258,233 Less: accumulated amortization $ 641,096 $ — Intangible Assets, Net (Including Goodwill) $ 9,617,137 $ — Estimated aggregate amortization expense for each of the three succeeding years ending December 31 is as follows: Estimated aggregate amortization expense 2021 2022 2023 2024 Amortization expense $ 1,951,779 $ 2,600,000 $ 2,600,000 $ 648,221 Revenue Recognition The Company follows the guidance contained in Topic 606 (FASB ASC 606). The core principle of Topic 606 (FASB ASC 606) is that an entity should recognize revenue to depict the transfer of goods of services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revenue recognition guidance contained in Topic 606, to follow the five-step revenue recognition model along with other guidance impacted by this standard: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transportation price; (4) allocate the transportation price; (5) recognize revenue when or as the entity satisfies a performance obligation. All revenue was from operations that were divested. Revenues are recognized when title for goods is transferred; non-refundable fees and proceeds from irrevocable agreements recognized when inflows or other enhancements of assets of the Company are received. Revenues from continuing operations recognized for three and six months ended June 30, 2021 and 2020 amounted to $ 14,875 , $ 47,524 , $ 0 and $- 0 -, respectively. Revenues from discontinued operations recognized for three and six months ended June 30, 2021 and 2020 amounted to $- 0 -, $- 0 -, and $ 7,990 , $ 15,130 ,respectively. |
Grant Income | Grant Income In 2021 the Company has received government grants to drive its research and development efforts. Through these government grants, the government has provided funding for the Company to perform research and development activities which will assist in developing its products. The Company believes the government entities funding these grants are interested in the Company advancing its underlying technologies through research activities and not providing incentives for hiring employees or building facilities that would suggest that the grant monies are not for specific research activities. In determining how to classify the monies received under government grants, the Company acknowledges that there is no specific guidance under US GAAP and that the FASB and AICPA have often drawn upon the guidance in IAS 20 for classification. In considering the alternatives provided by IAS 20 for the presentation of these grants in the Company’s financial statements, the Company believes that recognizing the government grant proceeds as a component of other revenue is a better reflection of the economics of the arrangements as the Company earns the funding through the performance of research and development which is not one of the Company’s primary business activities or central to its operations. The Company believes that presenting research and development funding from government grants, as other revenue provides consistency in our financial reporting. The Company also believes that this presentation clearly presents to users of its financial statements in one line the Company’s sources of funding from these grants. The Company notes that there are no contingencies associated with the receipt of or ability to retain the funds under the grant, other than undertaking and performing the related research and development activities. The Company recognizes funds received from contractual research and development services and from government grants as other revenue. These contracts and grants are not considered an ongoing major and central operation of the Company’s business. Our Income from Grants from Government for the three and six months ended June 30, 2021 and 2020 was $ 129,995 219,995 0 0 |
Cost of Sales | Cost of Sales Cost of sales includes the purchase cost of products sold and all costs associated with getting the products to the customers including buying and transportation costs. Cost of sales all related to discontinued operations. |
Shipping Costs | Shipping Costs Shipping and handling costs billed to customers are recorded in sales. Shipping costs incurred by the company are recorded in general and administrative expenses. Shipping costs all related to discontinued operations. |
Fair Value Measurements | Fair Value Measurements The Company applies the guidance that is codified under ASC 820-10 related to assets and liabilities recognized or disclosed in the financial statements at fair value on a recurring basis. ASC 820-10 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. |
Convertible Instruments | Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for “Accounting for Derivative Instruments and Hedging Activities.” Professional standards generally provide three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instruments are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of “Conventional Convertible Debt Instrument.” The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. |
Income Taxes | Income Taxes The Company follows Section 740-10, Income tax (“ASC 740-10”) Fair Value Measurements and Disclosures of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including reversals of any existing taxable temporary differences, projected future taxable income, tax planning strategies, and the results of recent operations. If the Company determines that it would be able to realize a deferred tax asset in the future in excess of any recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such amounts may be in excess of the FDIC insurance limit. |
Net Loss per Common Share | Net Loss per Common Share Net loss per common share is computed pursuant to section 260-10-45 Earnings Per Share (“ASC 260-10”) of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding and the member potentially outstanding during each period. In periods when a net loss is experienced, only basic net loss per share is calculated because to do otherwise would be anti-dilutive. There were 30,335,782 common share equivalents at June 30, 2021 and 32,556,727 common shares at December 31, 2020. For the six months ended June 30, 2021 and 2020 these potential shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would reduce net loss per share. |
Stock Based Compensation | Stock Based Compensation All stock-based payments to employees and to nonemployee directors for their services as directors, including any grants of restricted stock and stock options, are measured at fair value on the grant date and recognized in the statements of operations as compensation or other expense over the relevant service period. Stock-based payments to nonemployees are recognized as an expense over the period of performance. Such payments are measured at fair value at the earlier of the date a performance commitment is reached, or the date performance is completed. In addition, for awards that vest immediately and are non-forfeitable the measurement date is the date the award is issued. The Company accounts for stock options issued to non-employees based on the estimated fair value of the awards using the Black-Scholes option pricing model in accordance with ASC 505-50, Equity-Based Payment to Non-employees |
Cost of Sales | Cost of Sales Cost of sales includes the purchase cost of products sold and all costs associated with getting the products to the customers including buying and transportation costs. |
Research and Development | Research and Development The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. For the three and six months ended June 31, 2021 and 2020 the Company incurred research and development expenses of $ 48,066 , $ 149,019 and $ 121,437 , $ 126,292 from continuing operations, respectively. For the three months ended June 30, 2021 and 2020 the Company incurred research and development expenses of $-0-, $-0- and $-0-, $-0- from discontinued operations, respectively. The Company has entered into various agreements with CROs. The Company’s research and development accruals are estimated based on the level of services performed, progress of the studies, including the phase or completion of events, and contracted costs. The estimated costs of research and development provided, but not yet invoiced, are included in accrued liabilities on the balance sheet. If the actual timing of the performance of services or the level of effort varies from the original estimates, the Company will adjust the accrual accordingly. Payments made to CROs under these arrangements in advance of the performance of the related services are recorded as prepaid expenses and other current assets until the services are rendered. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Accounting Standards Implemented Since December 31, 2020 ASC Update 2021-04 Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force) The amendments in this Update affect all entities that issue freestanding written call options that are classified in equity. Specifically, the amendments affect those entities when a freestanding equity-classified written call option is modified or exchanged and remains equity classified after the modification or exchange. The amendments that relate to the recognition and measurement of EPS for certain modifications or exchanges of freestanding equity-classified written call options affect entities that present EPS in accordance with the guidance in Topic 260, Earnings Per Share. The amendments in this Update do not apply to modifications or exchanges of financial instruments that are within the scope of another Topic. That is, accounting for those instruments continues to be subject to the requirements in other Topics. The amendments in this Update do not affect a holder’s accounting for freestanding call options. ASC Update No. 2020-10 In October 2020, the FASB issued ASC Update No. 2020-10, Codification Improvements. Update No. 2020-10 amends a wide variety of Topics in the Codification in order to improve the consistency of the Codification and the application thereof, while leaving Generally Accepted Accounting Principles unchanged. ASC Update No. 2020-06 In August 2020, the FASB issued ASC Update No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendments in Update No. 2020-06 simplify the complexity associated with applying U.S. GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exception for contracts in an entity’s own equity. In November 2018, the FASB issued ASU 2018-18 , Collaborative Arrangements (Topic 818): Clarifying the Interaction Between Topic 808 and Topic 606 See Note15 for more information related to the Company’s lease obligations. In October 2018, the FASB issued ASU 2018-17, Targeted Improvements to Related Party Guidance for Variable Interest Entities In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. Other recent accounting pronouncements issued by the FASB and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
NOTE 2_ ACQUISITION OF SAPPHI_2
NOTE 2: ACQUISITION OF SAPPHIRE BIOTECH, INC. (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of consideration paid | Schedule of consideration paid Consideration: Cash and cash equivalents $ 79,814 Property and equipment, net 20,533 In process Research & Development (IPRD) 7,800,000 Goodwill 2,458,233 Security deposit 12,785 Total asset acquired $ 10,371,365 Accrued expenses and other current liabilities $ 5,767 Deferred taxes liability 2,340,000 Notes Payable including convertible and discount on conversion 519,598 Total liabilities assumed $ 2,865,365 Net assets acquired $ 7,506,000 |
NOTE 5_ SIGNIFICANT ACCOUNTIN_3
NOTE 5: SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment relating to continuing operations | Schedule of property and equipment relating to continuing operations June 30, December 31, 2021 2020 Equipment of continuing operations $ 154,809 $ 134,788 Less: accumulated depreciation $ 43,877 $ 30,694 Property, Plant and Equipment, Net $ 110,932 $ 104,094 |
Schedule of intangible assets | Schedule of intangible assets June 30, December 31, 2021 2020 Goodwill $ 2,458,233 $ 2,458,233 Research in progress $ 7,800,000 $ 7,800,000 Finite-Lived Intangible Assets, Gross $ 10,258,233 $ 10,258,233 Less: accumulated amortization $ 641,096 $ — Intangible Assets, Net (Including Goodwill) $ 9,617,137 $ — |
Estimated aggregate amortization expense | Estimated aggregate amortization expense 2021 2022 2023 2024 Amortization expense $ 1,951,779 $ 2,600,000 $ 2,600,000 $ 648,221 |
NOTE 6_ PREPAID EXPENSES (Table
NOTE 6: PREPAID EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Note 6 Prepaid Expenses | |
Schedule of Prepaid Expenses | Schedule of Prepaid Expenses June 30, December 31, 2021 2020 Prepaid insurance $ 120,034 $ 45,983 Prepaid services 57,224 209,940 $ 177,258 $ 255,923 |
NOTE 10_ CONVERTIBLE NOTES PA_2
NOTE 10: CONVERTIBLE NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Note 10 Convertible Notes Payable | |
Schedule of Convertible Notes Payable, Shareholder | Schedule of Convertible Notes Payable, Shareholder June 30, December 31, 2021 2020 Convertible note payable, due on November 1, 2026 , interest at 3.5 % p.a. $ 4,000,000 $ 4,000,000 Accrued interest 229,037 158,648 Convertible note payable, net $ 4,229,037 $ 4,158,648 |
Schedule of Convertible Note Payable of Related Party | Schedule of Convertible Note Payable of Related Party June 30, December 31, 2021 2020 Convertible note payable, due on October 1, 2029, interest at 3.5% p.a. $ 484,478 $ 484,478 Convertible note payable, due on October 1, 2029, interest at 3.5% p.a. 500,000 1,000,000 Convertible note payable, due on December 31, 2034, interest at 3% p.a. 190,000 190,000 Convertible note payable, due on July 21, 2032, interest at 3.5% p.a. 609,835 609,835 Accrued interest (The accrued interest and principal are both included in the captions titled “convertible note payable” in the balance sheet) 192,521 236,148 Total 1,976,834 2,520,461 Less: unamortized debt discount/finance premium costs (640,552 ) (843,673 ) Convertible note payable, net $ 1,336,282 $ 1,676,788 |
NOTE 13_ STOCK OPTIONS (Tables)
NOTE 13: STOCK OPTIONS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Note 13 Stock Options | |
Schedule of Stock option activity | Schedule of Stock option activity Options Outstanding Weighted Average Exercise Price Outstanding at December 31, 2019 2,000,000 $ 0.75 Granted 8,300,000 0.27 Exercised — — Expired or canceled — — Outstanding at December 31, 2020 10,300,000 0.36 Granted — — Exercised — — Expired or canceled (2,000,000 ) 0.75 Outstanding at June 30, 2021 8,300,000 $ 0.36 |
Schedule of options under Stock Option Plan | Schedule of options under Stock Option Plan Options Outstanding Options Exercisable Weighted Average Exercise Price ($) Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price ($) Number Exercisable Weighted Average Exercise Price ($) $ 0.36 8,300,000 9.5 $ 0.36 6,966,665 $ 0.36 As of December 31, 2020 Options Outstanding Options Exercisable Weighted Average Exercise Price ($) Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price ($) Number Exercisable Weighted Average Exercise Price ($) $ 0.36 10,300,000 9.8 $ 0.36 7,466,662 $ 0.36 |
Schedule of assumptions to determine value of share-based compensation for options | Schedule of assumptions to determine value of share-based compensation for options June 30, December 31, 2021 2020 Expected life (years) 10 10 Risk-free interest rate (%) 1.74 0.61 Expected volatility (%) 190 230 Dividend yield (%) — — Weighted average fair value of shares at grant date $ 1.74 $ 0.61 |
NOTE 14_ DISCONTINUED OPERATI_2
NOTE 14: DISCONTINUED OPERATIONS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations - Summary of assets and liabilities sold | Schedule of Discontinued Operations - Summary of assets and liabilities sold Other current assets $ 5,000 Total current assets $ 510,017 Intangible assets, net of amortization $ 47,375 Total asset $ 562,392 Notes payable $ 880,000 Accounts payable and accrued expenses $ 210,640 Due to Canchew $ 1,526,603 Stock retired $ 1,857 Total liabilities and equity $ 2,619,100 The gain on sale of assets was reported during the period was determined as follows: Loss on sale of assets $ 562,392 Gain on sale of liabilities $ 2,619,100 Net gain from sale of assets and liabilities $ 2,056,708 |
Summary of Results of Discontinued Operations | Summary of Results of Discontinued Operations June 30, 2021 June 30, 2020 Net sales $ — $ 5,097 Total expenses $ (4,633 ) $ (2,321,852 ) Gain from sale of asset and liability $ — $ 2,046,708 Other loss (income) $ — $ (87,383 ) Loss from discontinued operations $ (4,633 ) $ (357,430 ) The following is a summary of net cash provided by or used in operating activities, investing activities and financing activities for the assets and liabilities held for sale (discontinued operations) for the six months ended June 31, 2021 and 2020: June 30, 2021 June 30, 2020 Income (loss) from discontinued operations $ (4,633 ) $ (357,430 ) Adjustment of non-cash activities — (1,809,325 ) Decrease in accounts receivable — 315,684 Increase in inventory — (22,203 ) Increase in accounts payable and accrued expenses — 1,075,335 Net cash provided by (used in) operating activities $ (4,633 ) $ (797,939 ) Net cash provided by (used in) investing activities $ — $ — Net cash provided by (used in) financing activities $ — $ — |
NOTE 15_ COMMITMENT AND CONTI_2
NOTE 15: COMMITMENT AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Right of Use Assets and Liabilities | Summary of Right of Use Assets and Liabilities Right-of-use assets $ 104,185 Lease liability obligations, current $ 58,540 Lease liability obligations, noncurrent 45,646 Total lease liability obligations $ 104,186 Weighted-average remaining lease term 1.83 years Weighted-average discount rate 6% |
Summary of Lease Expenses | Summary of Lease Expenses June 30, June 30, 2021 2020 Operating lease expense $ 28,560 * $ 4,713 ** Short-term lease expense 7,379 10,458 Total lease expense $ 35,939 $ 15,171 * We recorded $35,939 of operating lease expense this includes $7,379 of maintenance. ** The first lease payment was made and adjusted in preacquisition cost. |
Schedule of Future Minimum Rental Payments for Operating Leases | Schedule of Future Minimum Rental Payments for Operating Leases Remainder of 2021 $ 29,124 2022 59,416 2023 20,000 Total minimum payments 108,540 Less: amount representing interest (4,354) Total $ 104,186 |
NOTE 1_ ORGANIZATION (Details N
NOTE 1: ORGANIZATION (Details Narrative) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Entity Incorporation, Date of Incorporation | Nov. 18, 2010 |
NOTE 2_ ACQUISITION OF SAPPHI_3
NOTE 2: ACQUISITION OF SAPPHIRE BIOTECH, INC (Details) - Sapphire [Member] | Mar. 17, 2021USD ($) |
Business Acquisition [Line Items] | |
Cash and cash equivalents | $ 79,814 |
Property and equipment, net | 20,533 |
In process Research & Development (IPRD) | 7,800,000 |
Goodwill | 2,458,233 |
Security deposit | 12,785 |
Total asset acquired | 10,371,365 |
Accrued expenses and other current liabilities | 5,767 |
Deferred taxes liability | 2,340,000 |
Notes Payable including convertible and discount on conversion | 519,598 |
Total liabilities assumed | 2,865,365 |
Net assets acquired | $ 7,506,000 |
NOTE 2_ ACQUISITION OF SAPPHI_4
NOTE 2: ACQUISITION OF SAPPHIRE BIOTECH, INC. (Details Narrative) - Sapphire [Member] | 1 Months Ended |
Mar. 17, 2021USD ($)shares | |
Business Acquisition [Line Items] | |
Number of shares exchanged | shares | 54,000,000 |
Purchase Price | $ 7,918,233 |
Net liabilities assumed | $ 412,233 |
NOTE 4_GOING CONCERN (Details N
NOTE 4:GOING CONCERN (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Working Capital | $ 952,445 | ||
Retained Earnings (Accumulated Deficit) | 46,541,382 | $ 41,849,922 | |
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | 1,156,360 | $ 1,012,678 | |
Cash Provided by (Used in) Operating Activities, Discontinued Operations | $ 4,633 | $ 797,939 |
NOTE 5_ SIGNIFICANT ACCOUNTIN_4
NOTE 5: SIGNIFICANT ACCOUNTING POLICIES SIGNIFICANT ACCOUNTING POLICIES: Property and equipment: Schedule of property and equipment relating to continuing operations (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Equipment of continuing operations | $ 154,809 | $ 134,788 |
Less: accumulated depreciation | 43,877 | 30,694 |
Property, Plant and Equipment, Net | $ 110,932 | $ 104,094 |
NOTE 5_ SIGNIFICANT ACCOUNTIN_5
NOTE 5: SIGNIFICANT ACCOUNTING POLICIES: Intangible Assets: Schedule of intangible assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Goodwill | $ 2,458,233 | $ 2,458,233 |
Research in progress | 7,800,000 | 7,800,000 |
Finite-Lived Intangible Assets, Gross | 10,258,233 | 10,258,233 |
Less: accumulated amortization and impairment | 641,096 | |
Intangible Assets, Net (Including Goodwill) | $ 9,617,137 |
NOTE 5_ SIGNIFICANT ACCOUNTIN_6
NOTE 5: SIGNIFICANT ACCOUNTING POLICIES : Estimated aggregate amortization expense (Details) | Jun. 30, 2021USD ($) |
Accounting Policies [Abstract] | |
2021 | $ 1,951,779 |
2022 | 2,600,000 |
2023 | 2,600,000 |
2024 | $ 648,221 |
NOTE 5_ SIGNIFICANT ACCOUNTIN_7
NOTE 5: SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||||
Cash and cash equivalents | $ 0 | $ 0 | $ 0 | ||
Inventory | 20,509 | 20,509 | |||
Depreciation | 13,184 | $ 5,124 | |||
Revenues | 14,875 | $ 0 | 47,524 | 0 | |
Disposal Group, Including Discontinued Operation, Revenue | 0 | 7,990 | 0 | 15,130 | |
Income from Grants from Government | 129,995 | 0 | $ 219,995 | 0 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 30,335,782 | 32,556,727 | |||
Research and Development Expense | $ 48,066 | $ 121,437 | $ 149,019 | $ 126,292 |
NOTE 6_ PREPAID EXPENSES_ Sche
NOTE 6: PREPAID EXPENSES: Schedule of Prepaid Expenses (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Prepaid expenses | $ 177,258 | $ 255,923 |
Prepaid insurance | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Prepaid expenses | 120,034 | 45,983 |
Prepaid raw material/inventory | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Prepaid expenses | $ 57,224 | $ 209,940 |
NOTE 6_ PREPAID EXPENSES (Detai
NOTE 6: PREPAID EXPENSES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Note 6 Prepaid Expenses | ||||
Amortization of Prepaid Expenses | $ 105,353 | $ 216,158 | $ 34,108 | $ 68,079 |
NOTE 7_ PROMISSORY NOTE (Detail
NOTE 7: PROMISSORY NOTE (Details Narrative) - USD ($) | Aug. 08, 2014 | Dec. 31, 2019 | Jan. 02, 2019 | Sep. 25, 2018 | Mar. 20, 2018 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Aug. 02, 2021 | Dec. 31, 2020 | May 31, 2014 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Working Capital | $ (952,445) | $ (952,445) | ||||||||||
Interest Expense | 59,576 | $ 55,957 | 119,908 | $ 106,075 | ||||||||
Accrued Liabilities, Current | 1,188 | 1,188 | $ 675 | |||||||||
Share-based Payment Arrangement, Noncash Expense | 191,266 | $ 287,500 | ||||||||||
Clinical Trial Fee | $ 5,000 | |||||||||||
Series B Preferred Stock [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Preferred Stock, Shares Outstanding | 500,000 | |||||||||||
Chairman [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Working Capital Advance | $ 5,000 | |||||||||||
Accounts Payable, Current | 40,000 | 40,000 | $ 225,000 | |||||||||
Mr Changoer [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Accounts Payable, Current | 20,000 | 20,000 | 60,000 | |||||||||
Director [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Accounts Payable, Current | 10,000 | 10,000 | 25,000 | |||||||||
Promissory Bote Agreement [Member] | Can Chew Biotechnologies [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Working Capital | $ 1,000,000 | |||||||||||
Debt Instrument, Interest Rate During Period | 7.00% | |||||||||||
Debt Exchange Agreement 3 [Member] | Sapphire Biotech [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Loans Assumed | $ 128,375 | |||||||||||
Debt Exchange Agreement [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Accrued Liabilities, Current | $ 353,452 | $ 353,452 | $ 343,725 | |||||||||
Debt Exchange Agreement [Member] | Can Chew Biotechnologies [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Debt Instrument, Interest Rate During Period | 6.00% | |||||||||||
Debt Exchange Agreement [Member] | Sapphire Biotech [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 324,218 | |||||||||||
Debt Exchange Agreement 7 [Member] | Sapphire Biotech [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Interest Expense | 14,218 | |||||||||||
Loans Assumed | $ 310,000 | |||||||||||
Agreement [Member] | Mr Changoer [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 50,000 | |||||||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 235,000 | |||||||||||
Compensation Agreement [Member] | Director [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Share-based Payment Arrangement, Noncash Expense | $ 20,000 | |||||||||||
Consulting Agreement [Member] | Chairman [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Consulting Fee | $ 20,000 |
NOTE 8_ RELATED PARTY TRANSAC_2
NOTE 8: RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Jun. 07, 2021 | May 04, 2020 | May 24, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Mar. 17, 2020 |
Related Party Transaction [Line Items] | |||||||||
Accounts and Financing Receivable, after Allowance for Credit Loss | $ 102,567 | ||||||||
Stock Issued During Period, Value, New Issues | $ 90,000 | $ 135,000 | |||||||
Gain (Loss) on Extinguishment of Debt | $ 1,535,264 | $ (1,535,264) | $ (1,535,264) | ||||||
Accrued Liabilities, Current | $ 1,188 | $ 1,188 | $ 675 | ||||||
Catlina Valencia [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Accounts Payable, Related Parties, Current | $ 15,000 | ||||||||
Dr Anastassov [Member] | Forbearance Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock Issued During Period, Value, New Issues | $ 135,000 | ||||||||
Gain (Loss) on Extinguishment of Debt | 32,433 | ||||||||
Dr Anastassov [Member] | Forbearance Agreement [Member] | Purchase Promissory Note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt Instrument, Face Amount | 350,000 | ||||||||
Due to Related Parties, Current | 100,000 | ||||||||
Accounts and Financing Receivable, after Allowance for Credit Loss | $ 102,567 |
NOTE 9_DUE TO FIRST INSURANCE_2
NOTE 9:DUE TO FIRST INSURANCE FUNDING (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Note 9due To First Insurance Funding | ||
Amortization Of Prepaid Expense | $ 98,888 | $ 25,369 |
NOTE 10_ CONVERTIBLE NOTES PA_3
NOTE 10: CONVERTIBLE NOTES PAYABLE: Schedule of Convertible Notes Payable, Shareholder (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Debt Instrument, Maturity Date | Nov. 1, 2026 | |
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | |
Convertible notes payable due to shareholder | ||
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 4,000,000 | $ 4,000,000 |
Accrued interest | 229,037 | 158,648 |
Convertible note payable, net | $ 4,229,037 | $ 4,158,648 |
NOTE 10_ CONVERTIBLE NOTES PA_4
NOTE 10: CONVERTIBLE NOTES PAYABLE: Schedule of Convertible Note Payable of Related Party (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Total | $ 1,976,834 | $ 2,520,461 |
Less: unamortized debt discount/finance premium costs | (640,552) | (843,673) |
Convertible Note Payable Net | 1,336,282 | 1,676,788 |
Convertible Note Payable 1 [Member] | ||
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Total | 484,478 | 484,478 |
Convertible Note Payable 2 [Member] | ||
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Total | 500,000 | 1,000,000 |
Convertible Note Payable 3 [Member] | ||
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Total | 190,000 | 190,000 |
Convertible Note Payable 4 [Member] | ||
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Total | 609,835 | 609,835 |
Convertible note payable | ||
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Accrued interest | $ 192,521 | $ 236,148 |
NOTE 10_ CONVERTIBLE NOTES PA_5
NOTE 10: CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | Jun. 07, 2021 | Mar. 17, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2018 | Dec. 31, 2020 | May 02, 2019 |
Obligation with Joint and Several Liability Arrangement [Line Items] | |||||||||
Interest expenses | $ 35,389 | $ 35,389 | $ 70,389 | $ 70,389 | |||||
Gain (Loss) on Extinguishment of Debt | $ 1,535,264 | (1,535,264) | (1,535,264) | ||||||
Stock Issued During Period, Shares, Acquisitions | 6,000,000 | ||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 190,000 | ||||||||
Amortization of Debt Discount (Premium) | 181,295 | 22,071 | 203,122 | 41,432 | |||||
Debt Instrument, Unamortized Discount | 640,552 | 640,552 | $ 843,673 | ||||||
Investor [Member] | |||||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | |||||||||
Share Exchange | 400,000 | ||||||||
Medical Marijuana Inc [Member] | Debt Exchange Agreement [Member] | |||||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | |||||||||
Interest Payable, Current | $ 60,278 | ||||||||
Kannaway [Member] | |||||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | |||||||||
Accounts Receivable, after Allowance for Credit Loss, Noncurrent | $ 75,074 | $ 75,074 | |||||||
Convertible Promissory Note [Member] | |||||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 4,000,000 | ||||||||
Secured Convertible Debt [Member] | |||||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | |||||||||
Interest Payable, Current | 229,037 | 229,037 | 158,648 | ||||||
Convertible Debt | 4,229,037 | 4,229,037 | 4,158,648 | ||||||
Secured Convertible Debt 1 [Member] | |||||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | |||||||||
Interest Payable, Current | 80,467 | 80,467 | 71,942 | ||||||
Convertible Debt | 564,945 | 564,945 | 556,420 | ||||||
Secured Convertible Debt 2 [Member] | |||||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | |||||||||
Interest Payable, Current | 83,270 | 83,270 | 148,944 | ||||||
Convertible Debt | 583,270 | 583,270 | 1,148,944 | ||||||
Convertible Note [Member] | |||||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 190,000 | ||||||||
Secured Convertible Debt 3 [Member] | |||||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | |||||||||
Interest Payable, Current | 8,566 | 8,566 | 5,716 | ||||||
Convertible Debt | 198,566 | 198,566 | 195,716 | ||||||
Secured Convertible Debt 4 [Member] | |||||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | |||||||||
Interest Payable, Current | 20,218 | 20,218 | 9,546 | ||||||
Convertible Debt | $ 630,053 | $ 630,053 | $ 619,381 |
NOTE 11_ STOCK INCENTIVE PLAN (
NOTE 11: STOCK INCENTIVE PLAN (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Note 11 Stock Incentive Plan | |||||
Stock available for issuance | 13,033,335 | 13,033,335 | 9,806,000 | ||
Share-based Payment Arrangement, Expense | $ 91,526 | $ 0 | $ 191,266 | $ 0 |
NOTE 12_ STOCKHOLDERS_ DEFICIT
NOTE 12: STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | Dec. 07, 2020 | Aug. 12, 2020 | Aug. 10, 2020 | Aug. 06, 2020 | Aug. 04, 2020 | Jul. 10, 2020 | Jun. 10, 2020 | May 06, 2020 | Jul. 24, 2021 | Jul. 21, 2021 | Mar. 31, 2021 | Mar. 18, 2021 | Jul. 22, 2020 | Jun. 24, 2020 | May 24, 2020 | May 22, 2020 | Apr. 21, 2020 | Mar. 17, 2020 | Feb. 26, 2020 | Feb. 23, 2020 | Jan. 23, 2020 | Jan. 02, 2020 | Feb. 20, 2019 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Aug. 18, 2016 | Aug. 17, 2016 |
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | |||||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||
Undesignated Preferred Stock | 4,000,000 | ||||||||||||||||||||||||||||
Undesignated preferred shares outstanding | 0 | 0 | |||||||||||||||||||||||||||
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 | |||||||||||||||||||||||||||
Common Stock, Shares, Outstanding | 133,024,435 | 125,327,579 | |||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 90,810 | ||||||||||||||||||||||||||||
Extinguishment of Debt, Gain (Loss), Net of Tax | $ (1,535,264) | ||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 90,000 | $ 135,000 | |||||||||||||||||||||||||||
Warrants issued | 900,000 | ||||||||||||||||||||||||||||
Stock Option, Exercise Price, Decrease | $ 0.75 | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 3 months | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 18,570,356 | ||||||||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Forfeitures | $ 2,562,709 | ||||||||||||||||||||||||||||
Conversion Convertible Note Payable | $ 51,414 | ||||||||||||||||||||||||||||
Stock Issued For Prepaid Marketing Expenses, shares | 359,524 | ||||||||||||||||||||||||||||
Stock Issued For Prepaid Marketing Expenses, value | $ 302,000 | ||||||||||||||||||||||||||||
Cross Company [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Proceeds from Related Party Debt | $ 609,835 | ||||||||||||||||||||||||||||
Warrant Stock Purchase Agreements [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,234,113 | ||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 402,500 | ||||||||||||||||||||||||||||
Stock Purchase Agreements [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,712,500 | ||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 434,000 | ||||||||||||||||||||||||||||
Promissory Note [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 435,000 | ||||||||||||||||||||||||||||
Conversion Of Convertible Note [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Extinguishment of Debt, Gain (Loss), Net of Tax | $ 1,535,264 | ||||||||||||||||||||||||||||
M J N A Investment Holdings L L C [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Purchase Price | $ 500,000 | ||||||||||||||||||||||||||||
Third Party [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 115,554 | 250,000 | 2,647,464 | ||||||||||||||||||||||||||
Restricted Stock, Value, Shares Issued Net of Tax Withholdings | $ 100,000 | $ 582,707 | |||||||||||||||||||||||||||
Stock Issued for severence fees, shares | 148,166 | ||||||||||||||||||||||||||||
Stock Issued for severence fees, value | $ 120,000 | ||||||||||||||||||||||||||||
Third Party [Member] | S 1 Agreement [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 500,000 | ||||||||||||||||||||||||||||
Restricted Stock, Value, Shares Issued Net of Tax Withholdings | $ 332,500 | ||||||||||||||||||||||||||||
Third Party [Member] | Stock Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 414,419 | 122,000 | 141,243 | 200,000 | 65,359 | 1,176,470 | |||||||||||||||||||||||
Restricted Stock, Value, Shares Issued Net of Tax Withholdings | $ 76,690 | $ 50,000 | $ 50,000 | $ 20,000 | $ 100,000 | ||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 23,630 | ||||||||||||||||||||||||||||
Stock Issued for severence fees, shares | 130,609 | ||||||||||||||||||||||||||||
Stock Issued for severence fees, value | $ 75,000 | ||||||||||||||||||||||||||||
Third Parties [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 1,114,351 | ||||||||||||||||||||||||||||
Restricted Stock, Value, Shares Issued Net of Tax Withholdings | $ 50,000 | $ 792,389 | |||||||||||||||||||||||||||
Third Parties 4 [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 488,428 | ||||||||||||||||||||||||||||
Restricted Stock, Value, Shares Issued Net of Tax Withholdings | $ 291,974 | ||||||||||||||||||||||||||||
Third Partiess [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 600,000 | ||||||||||||||||||||||||||||
Restricted Stock, Value, Shares Issued Net of Tax Withholdings | $ 262,500 | ||||||||||||||||||||||||||||
Third Partiess 1 [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 62,839 | ||||||||||||||||||||||||||||
Restricted Stock, Value, Shares Issued Net of Tax Withholdings | $ 25,000 | ||||||||||||||||||||||||||||
Sapphire Stockholders [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 54,000,000 | ||||||||||||||||||||||||||||
Restricted Stock, Value, Shares Issued Net of Tax Withholdings | $ 7,506,000 | ||||||||||||||||||||||||||||
Third Party 1 [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock Issued for severence fees, shares | 166,686 | ||||||||||||||||||||||||||||
Stock Issued for severence fees, value | $ 135,000 | ||||||||||||||||||||||||||||
Third Party 1 [Member] | Stock Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 2,173,913 | 130,719 | |||||||||||||||||||||||||||
Restricted Stock, Value, Shares Issued Net of Tax Withholdings | $ 40,000 | $ 500,000 | |||||||||||||||||||||||||||
Third Party 2 [Member] | Stock Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 163,398 | 625,000 | |||||||||||||||||||||||||||
Restricted Stock, Value, Shares Issued Net of Tax Withholdings | $ 50,000 | $ 100,000 | |||||||||||||||||||||||||||
Third Party 3 [Member] | Stock Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 185,185 | 326,797 | |||||||||||||||||||||||||||
Restricted Stock, Value, Shares Issued Net of Tax Withholdings | $ 100,000 | $ 25,000 | |||||||||||||||||||||||||||
Third Party 4 [Member] | Stock Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 816,993 | 370,370 | |||||||||||||||||||||||||||
Restricted Stock, Value, Shares Issued Net of Tax Withholdings | $ 250,000 | $ 50,000 | |||||||||||||||||||||||||||
Third Party 5 [Member] | Stock Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 714,285 | 65,359 | |||||||||||||||||||||||||||
Restricted Stock, Value, Shares Issued Net of Tax Withholdings | $ 100,000 | $ 20,000 | |||||||||||||||||||||||||||
Third Party 6 [Member] | Stock Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 1,785,714 | ||||||||||||||||||||||||||||
Restricted Stock, Value, Shares Issued Net of Tax Withholdings | $ 250,000 | ||||||||||||||||||||||||||||
Third Party 7 [Member] | Stock Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 5,141,377 | ||||||||||||||||||||||||||||
Third Party 8 [Member] | Stock Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 142,857 | ||||||||||||||||||||||||||||
Restricted Stock, Value, Shares Issued Net of Tax Withholdings | $ 20,000 | ||||||||||||||||||||||||||||
Third Party 9 [Member] | Stock Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 357,153 | ||||||||||||||||||||||||||||
Restricted Stock, Value, Shares Issued Net of Tax Withholdings | $ 50,000 | ||||||||||||||||||||||||||||
Third Party 10 [Member] | Stock Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 250,000 | ||||||||||||||||||||||||||||
Restricted Stock, Value, Shares Issued Net of Tax Withholdings | $ 35,000 | ||||||||||||||||||||||||||||
Third Party 11 [Member] | Stock Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 107,143 | ||||||||||||||||||||||||||||
Restricted Stock, Value, Shares Issued Net of Tax Withholdings | $ 15,000 | ||||||||||||||||||||||||||||
Series C Convertible Preferred Stock | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 500,000 | 500,000 | 500,000 | ||||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||
Series C Convertible Preferred Stock | M J N A Investment Holdings L L C [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 500,000 | ||||||||||||||||||||||||||||
Share exchange for cash | $ 65,000 |
NOTE 13_ STOCK OPTIONS_ Schedul
NOTE 13: STOCK OPTIONS: Schedule of Stock option activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Note 13 Stock Options | ||
Options outstanding, beginning balance | 10,300,000 | 2,000,000 |
Weighted Average Exercise Price, beginning | $ 0.36 | $ 0.75 |
Granted | 8,300,000 | |
Granted | $ 0.27 | |
Exercised | ||
Exercised | ||
Expired or canceled | (2,000,000) | |
Expired or canceled | $ 0.75 | |
Options outstanding, Ending balance | 8,300,000 | 10,300,000 |
Weighted Average Exercise Price, ending | $ 0.36 | $ 0.36 |
NOTE 13_ STOCK OPTIONS_ Sched_2
NOTE 13: STOCK OPTIONS: Schedule of options under Stock Option Plan (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Option Indexed to Issuer's Equity [Line Items] | |||
Weighted Average Exercise Price ($) | $ 0.36 | $ 0.36 | $ 0.75 |
Number Outstanding | 8,300,000 | 10,300,000 | 2,000,000 |
Common stock issued to employees and consultants under a stock option plan | |||
Option Indexed to Issuer's Equity [Line Items] | |||
Weighted Average Exercise Price ($) | $ 0.36 | $ 0.36 | |
Number Outstanding | 8,300,000 | 10,300,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 9 years 6 months | 9 years 9 months 18 days | |
Number Exercisable | 6,966,665 | 7,466,662 | |
Weighted Average Exercise Price ($) | $ 0.36 | $ 0.36 |
NOTE 13_ STOCK OPTIONS_ Sched_3
NOTE 13: STOCK OPTIONS: Schedule of assumptions to determine value of share-based compensation for options (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Note 13 Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 10 years | 10 years |
Risk-free interest rate (%) | 1.74% | 0.61% |
Expected volatility | 190.00% | 230.00% |
Dividend yield (%) | 0.00% | 0.00% |
Weighted average fair value of shares at grant date | $ 1.74 | $ 0.61 |
NOTE 13_ STOCK OPTIONS (Details
NOTE 13: STOCK OPTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Repurchase Agreement Counterparty [Line Items] | |||||
Options cancelled | 2,000,000 | ||||
Stock-based compensation expense | $ 91,526 | $ 0 | $ 191,266 | $ 0 | |
John Huemoeller [Member] | |||||
Repurchase Agreement Counterparty [Line Items] | |||||
Options cancelled | 2,000,000 |
NOTE 14_ DISCONTINUED OPERATI_3
NOTE 14: DISCONTINUED OPERATIONS: Schedule of Discontinued Operations - Summary of assets and liabilities sold (Details) | Jun. 30, 2021USD ($) |
Discontinued Operations and Disposal Groups [Abstract] | |
Other current assets | $ 5,000 |
Total current assets | 510,017 |
Intangible assets, net of amortization | 47,375 |
Total asset | 562,392 |
Notes payable | 880,000 |
Accounts payable and accrued expenses | 210,640 |
Due to Canchew | 1,526,603 |
Stock retired | 1,857 |
Loss on sale of assets | 562,392 |
Gain on sale of liabilities | 2,619,100 |
Net gain from sale of assets and liabilities | $ 2,056,708 |
NOTE 14_ DISCONTINUED OPERATI_4
NOTE 14: DISCONTINUED OPERATIONS: Summary of Results of Discontinued Operations (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Net sales | $ 5,097 | |
Total expenses | (4,633) | (2,321,852) |
Gain from sale of asset and liability | 2,046,708 | |
Other loss (income) | (87,383) | |
Loss from discontinued operations | (4,633) | (357,430) |
Income (loss) from discontinued operations | (4,633) | (357,430) |
Adjustment of non-cash activities | (1,809,325) | |
Decrease in accounts receivable | 315,684 | |
Increase in inventory | (22,203) | |
Increase in accounts payable and accrued expenses | 1,075,335 | |
Net cash provided by (used in) operating activities | (4,633) | (797,939) |
Net cash provided by (used in) investing activities | ||
Net cash provided by (used in) financing activities |
NOTE 14_ DISCONTINUED OPERATI_5
NOTE 14: DISCONTINUED OPERATIONS (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Recognized Interest Expense | $ 0 | $ 0 |
NOTE 15_ COMMITMENT AND CONTI_3
NOTE 15: COMMITMENT AND CONTINGENCIES: Summary of Right of Use Assets and Liabilities (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Right-of-use assets | $ 104,185 | $ 130,722 |
Lease liability obligations, current | 58,540 | |
Lease liability obligations, noncurrent | 45,646 | |
Total lease liability obligations | $ 104,186 | |
Weighted-average remaining lease term | 1 year 9 months 29 days | |
Weighted-average discount rate | 6.00% |
NOTE 15_ COMMITMENT AND CONTI_4
NOTE 15: COMMITMENT AND CONTINGENCIES: Summary of Lease Expenses (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating Lease, Expense | $ 28,560 | $ 4,713 |
Short-term lease expense | 7,379 | 10,458 |
Total lease expense | $ 35,939 | $ 15,171 |
NOTE 15_ COMMITMENT AND CONTI_5
NOTE 15: COMMITMENT AND CONTINGENCIES: Schedule of Future Minimum Rental Payments for Operating Leases (Details) | Jun. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2021 | $ 29,124 |
2022 | 59,416 |
2023 | 20,000 |
Total minimum payments | 108,540 |
Less: amount representing interest | (4,354) |
Total | $ 104,186 |
NOTE 16_ SUBSEQUENT EVENTS (Det
NOTE 16: SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Aug. 12, 2020 | Aug. 10, 2020 | Aug. 04, 2020 | Jun. 10, 2020 | Jul. 22, 2020 | May 22, 2020 | Apr. 21, 2020 | Mar. 17, 2020 | Jan. 02, 2020 | Jun. 30, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Restricted shares issued, shares | 90,810 | |||||||||
Third Party [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Restricted shares issued, shares | 115,554 | 250,000 | 2,647,464 | |||||||
Value of restricted shares issued | $ 100,000 | $ 582,707 | ||||||||
Stock Purchase Agreement [Member] | Third Party [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Restricted shares issued, shares | 414,419 | 122,000 | 141,243 | 200,000 | 65,359 | 1,176,470 | ||||
Value of restricted shares issued | $ 76,690 | $ 50,000 | $ 50,000 | $ 20,000 | $ 100,000 |